SecProbe.io

Mail Stop 3561

March 31, 2016

Robert T. McNally, Ph.D.
President & Chief Executive Officer
GeoVax Labs, Inc.
1900 Lake Park Drive, Suite 380
Smyrna, Georgia 30080

Re: GeoVax Labs, Inc.
 Post-Effective Amendments to Forms  S-1
Filed March 16, 2016
 File Nos. 333 -202897, 333 -206617 and 333 -208549

Dear Dr. McNally:

We have reviewed your post -effective amendment s and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement s and providing the
requested information.   If you do not believe our comments apply to your facts and
circumst ances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement s and the information you
provide in response to these comments, we may have additional comments.

General

1. We note y our disclosure in each of  your post -effective amendments that you wish to use
Rule 429 to combine the prospectuses in the registration statements with the file numbers
333-202897, 333 -206617 and 333 -208549.   Under Rule 429 you may file a combined
prospectus in the latest registration statement and this registration statement will act,
upon effectiveness, as a post -effective amendment to the earlier registration statements
whose prospectuses have been combined in the latest registration sta tement.  Therefore,
please withdraw the post -effective amendments under file numbers 333 -202897 and 333 -
206617 or advise.

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 the information the Securities Act of 1933 and
all applicable Securities Act rules require.   Since the company and its management are in

Robert T. McNally, Ph.D.
GeoVax Labs, Inc.
March 31, 2016
Page 2

 possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy  of the disclosures they have made.

Notwithstanding our comments, before we can declare the amended registration
statement effective, the company should provide us with a letter, acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effectiv e, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the  Commission or any person under the federal
securities laws of the United States.

Please contact Ronald E. Alper at (202) 551 -3329 or Brigitte Lippmann at (202) 551 -
3713 with any other questions.

Sincerely,

 /s/ Brigitte Lippmann (for)

 John Reynolds
Assistant Director
Office of Beverages, Apparel and
Mining

cc: T. Clark Fitzgerald III, Esq.
     Womble Carlyle Sandridge & Rice, LLP