SecProbe.io

Via Facsimile and U.S. Mail
Mail Stop 4720

         September 25, 2009

Mark W. Reynolds
Chief Financial Officer
GeoVax Labs, Inc.
1256 Briarcliff Road NE
Atlanta, GA 30306

Re: GeoVax Labs, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2008
Filed March 12, 2009
 File Number:  000-52091

Dear Mr. Reynolds:

We have limited our review of your filing to those issues we have addressed in
our comments. With respect to comment f our, we believe that you should amend your
filing.  For all other comments, we ask you to provide us with information to better
understand your disclosure.  Where those comme nts request you to revise disclosure, the
information you provide should show us what the revised disclosure will look like and
identify the annual or quarterly filing, as a pplicable, in which you in tend to first include
it.  If you do not believe that revised disclo sure is necessary, expl ain the reason in your
response.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 Item 1. Business

Intellectual Property, page 8
 1. Please expand your disclosure to include  the amount of a ggregate potential
milestone payments you may be required to make under the Emory License, any payments made to date, the aggregate maintenance fees, termination provisions,
the running royalty percentage s of net sales as set forth on Exhibit B of the license
agreement and the sublicensing royalty rate.

Mark W. Reynolds
GeoVax Labs, Inc.
September 25, 2009
Page 2  Item 7.  Management’s Discussion and Analys is of Financial Condition and Results of
Operations
Liquidity and Capital Resources
Contractual Obligations, page 24
 2. Please provide revised disclosure that  includes tabular disclosure of your
contractual obligations as required by Item 303(A)(5) of Regulation S-K.  Include
in the contractual obligations table the cash obligations under your license
agreement with Emory University.  Where uncertainties prevent making a
reasonable estimate of the obligations, explain the uncertainties in a note to the table indicating aggregate milestone pa yments, their timing, events triggering
their payment, and expected effects on financial position, operations and capital
resources.
 Results of Operations

Research and Development, page 25
 3. Where research and development activiti es are a substantial aspect of the
company’s operations, the following information should be disclosed for each major research and development project:

• The current status of the project;
• The costs incurred during each period presented and to date on the project;
• The nature, timing and estimated costs of the efforts necessary to complete the
project;
• The anticipated completion dates;
• The risks and uncertainties associated with completing development on
schedule, and the consequences to oper ations, financial position and liquidity
if the project is not completed timely; and finally
• The period in which material net cash in flows from significant projects are
expected to commence.
 If research and development costs are not maintained by project, disclose that fact
and explain why management does not ma intain and evaluate research and
development costs by project.  Provide othe r quantitative or qualitative disclosure
that indicates the amount of the company’ s resources being used on the project.

To the extent that dates or amounts ar e not estimable, disclose the facts and
circumstances that preclude making a reasonable estimate.

Mark W. Reynolds
GeoVax Labs, Inc.
September 25, 2009
Page 3  Report of Independent Registered Public A ccounting Firm on Financial Statements, page

F-2
 4. Please amend your filing to include the report of the auditors referred to by Porter
Keadle Moore LLP that covers the pe riod from inception (June 27, 2001) through
December 31, 2005, which complies with Rule 2-02 of Regulation S-X and PCAOB Auditing Standard 1.  Refer to  Rule 2-05 of Regulation S-X.

* * * *

 Please amend your Form 10-K in respons e to comment four and respond to the
other comments within 10 business days or tell us when you will provide us with a
response.  Please furnish a cover letter with your amendment that keys  your responses to
our comments.  Detailed cover letters greatly facilitate our review .  Please furnish your
letter on EDGAR under the form type label CORRESP.  Please understand that we may
have additional comments after reviewing your amendment and responses to our
comments.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy  of the disclosures they have made.
 In connection with responding to our co mments, please provide, in your letter, a
statement from the company acknowledging that:

• the company is responsible for the adequacy and accuracy of the disclosure in
the filing;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking a ny action with respect to the filing;
and
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

Mark W. Reynolds
GeoVax Labs, Inc.
September 25, 2009
Page 4
Please contact Staci Shannon, Staff Account ant, at (202) 551-3374 or Mary Mast,
Review Accountant, at (202) 551-3613 if  you have any questions regarding the
processing of your response, as well as any questions regarding comments on the
financial statements and related matters.  You may contact Nandini Acharya, Staff
Attorney, at (202) 551-3495 with questions on the remaining comments.  In this regard,
do not hesitate to contact me, at (202) 551-3679.
        S i n c e r e l y ,

        J i m  B .  R o s e n b e r g
Senior Assistant Chief
Accountant