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CORRESP
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    EDWARDS
      ANGELL PALMER & DODGE LLP

    350
      E.
      Las Olas Boulevard, Suite 1150

    Fort
      Lauderdale, FL 33301

    December
      11, 2006

    By
      EDGAR and Fax (202-772-9217)

    Jeffrey
      Riedler

    Assistant
      Director

    United
      States Securities and Exchange Commission

    Division
      of Corporation Finance

    450
      Fifth
      Street, N.W.

    Washington,
      D.C. 20549-0405

    Re: DOR
      BioPharma, Inc.

    Preliminary
      Proxy Statement filed December 1, 2006

    Dear
      Mr.
      Riedler:

    On
      behalf
      of DOR BioPharma, Inc. (the “Company”), we are providing the staff with this
      letter responding to the comments in the staff’s letter dated December 7, 2006
      (the “Letter”) with respect to the captioned matter. For your reference, we have
      reproduced the comment from the Letter, followed by the response.

    Proposal
      2. Amendment to the amended and restated certificate of incorporation to
      increase the number of authorized shares

    We
      note
      your planned use for the additional authorized shares and the fact you have
      in
      excess of 30 million shares currently available. Please expand the discussion
      to
      address your liquidity needs and timing. In addition, please provide more
      information relative to the specific nature of the transactions under
      negotiation to enable shareholders to understand the likelihood and the number
      of additional shares that may be issued in connection with the transactions
      and
      future financings currently under consideration.

    Company
      Response

    The
      Company has expanded the disclosure in the “Purpose of Charter Amendment”
section of the proxy statement in response to this comment. Such language is
      marked on the attached and will be included in the Company’s definitive proxy
      statement.

    If
      you
      require additional information or have further comment, please contact the
      undersigned at 954.667.6129.

    Sincerely,

    /s/
      Leslie J. Croland

    Leslie
      J.
      Croland, P.A.

    PROPOSAL
      2

    AMENDMENT
      TO THE AMENDED AND RESTATED CERTIFICATE OF

    INCORPORATION
      TO INCREASE THE NUMBER OF AUTHORIZED SHARES

    General

    Our
      Amended and Restated Certificate of Incorporation currently provides for
      150,000,000 shares of authorized Common Stock. On November 24, 2006, our Board
      of Directors adopted a resolution to amend the Amended and Restated Certificate
      of Incorporation to increase the authorized number of shares of Common Stock
      to
      250,000,000, subject to stockholder approval of the amendment. No changes will
      be made to the number of authorized shares of our preferred stock.

    The
      proposed amendment to the Amended and Restated Certificate of Incorporation
      will
      be effected by amending the first two introductory paragraphs of Article FOURTH
      thereof to read in full as follows:

    "The
      total number of shares of capital stock of all classes which the Corporation
      shall have authority to issue is two hundred fifty five million (255,000,000)
      shares, of which two hundred fifty million (250,000,000) shares, of par value
      of
      $.001 per share, shall be of a class designated "Common Stock," four million
      six
      hundred thousand (4,600,000) shares, of a par value of $.001 per share, shall
      be
      of a class designated "Preferred Stock," two hundred thousand (200,000) shares,
      of a par value of $.05 per share, shall be of a class designated "Series B
      Convertible Preferred Stock," and two hundred thousand (200,000) shares, of
      a
      par value of $.05 per share, shall be of a class designated "Series C
      Convertible Preferred Stock."

    The
      designations, powers, preferences, privileges, and relative, participating,
      option, or other special rights and qualifications, limitations, or restrictions
      of the above classes of capital stock shall be as follows:"

    A
      copy of
      the proposed amendment to our Amended and Restated Certificate of Incorporation
      is set forth in Annex A attached hereto.

    Purpose
      of Charter Amendment

    As
      of
      November 3, 2006, we had 68,778,401 shares of Common Stock outstanding. In
      addition, as of such date, 36.628.789 shares were reserved for issuance upon
      exercise of outstanding warrants and 11,649,339 shares were reserved for
      issuance upon exercise of presently outstanding options under the 1995 Amended
      and Restated Omnibus Incentive Plan and options granted under the 2005 Equity
      Incentive Plan. Based upon the foregoing number of outstanding and reserved
      shares of Common Stock, we have 32,943,471 shares remaining available for other
      purposes. We also have 3,000,644 shares available for future option grants
      under
      the 2005 Equity Incentive Plan and 0 shares available for future option grants
      under the 1995 Amended and Restated Omnibus Incentive Plan.

        The
          proposed increase in the number of shares available for issuance under
          the
          Certificate is intended to provide the Board of Directors with authority,
          without further action of the stockholders, to issue the additional shares
          of
          Common Stock, from time to time in such amounts as the Board of Directors
          deems
          necessary. Without limitation of the foregoing, the additional shares may
          be
          issued in connection with (1) capital raising transactions through the
          sale of
          Common Stock and/or securities convertible into or exercisable for Common
          Stock
          in the private and/or public equity markets to support a higher level of
          growth,
          respond to competitive pressures, develop new products and services and
          support
          new strategic partnership expenditures and (2) strategic partnering or
          acquisition transactions involving the issuance of our securities as
          well as to meet long-term corporate
          objectives.

      Although
        we do have near term financing needs, the need to increase the authorized
        is
        primarily driven by our desire to have sufficient shares available for possible
        merger and acquisition activities and other corporate development objectives
        that may occur over the coming years. However, we have no present plans to
        engage in such activities. We are currently engaged in discussions with
        potential investors with respect to several different financing transactions
        ranging from $2 million to $5 million. Based on current market conditions,
        we
        should have enough authorized shares to complete such potential transactions.
        We
        would use the proceeds from such a transaction primarily to: (1) support
        regulatory functions in connection with our recent New Drug Application (“NDA”)
        and Marketing Authorization Application (“MAA”) filings with the Food and Drug
        Administration (“FDA”) and European Medicines Evaluation Agency (“EMEA”) for
        marketing approval for orBec® in the U.S. and Europe; (2) complete
        the process validation in support of the orBec® NDA and MAA filings;
        (3) advance our BioDefense programs; and (4) provide for general and
        administrative expenses. At the present time, we have no agreements,
        understandings or arrangements to issue any securities. Furthermore, we can
        provide no assurances that a financing will be completed.

    In
      the
      absence of a proportionate increase in our earnings and book value, an increase
      in the aggregate number of outstanding shares of Common Stock caused by the
      issuance of the additional shares would dilute the earnings per share (including
      projected future earnings per share) and book value per share of all outstanding
      shares of our Common Stock. If such factors were reflected in the price per
      share of the Common Stock, the potential realizable value of a stockholder's
      investment could be adversely affected. An issuance of additional shares of
      Common Stock could therefore have an adverse effect on the potential realizable
      value of a stockholder's investment. The holders of outstanding shares of Common
      Stock have no preemptive rights to purchase additional shares.

    The
      proposed increase in the authorized number of shares of Common Stock could
      have
      other effects on our stockholders. The increase could deter takeovers, in that
      additional shares could be issued (within the limits imposed by applicable
      law)
      in one or more transactions that could make a change in control or takeover
      of
      us more difficult. For example, additional shares could be issued by us so
      as to
      dilute the stock ownership or voting rights of persons seeking to obtain
      control. Similarly, the issuance of additional shares to certain persons allied
      with our management could have the effect of making it more difficult to remove
      our current management by diluting the stock ownership or voting rights of
      persons seeking to cause such removal.

    Recommendation
      of the Board of Directors

    The
      Board
      of Directors recommends that you vote "FOR" the approval of the amendment to
      our
      Amended and Restated Certificate of Incorporation.