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SEC Company Response from GeoVax Labs, Inc. (GOVX) (CIK 0000832489) (GOVX) — Nov 16, 2009

GeoVax Labs, Inc. (GOVX) (CIK 0000832489)
Date: Nov. 16, 2009 · CIK: 0000832489 · Accession: 0000950123-09-062704

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File numbers found in text: 000-52091

Referenced dates: November 3, 2009

Date
November 16, 2009
Author
Mark W. Reynolds
Form
CORRESP
Company
GeoVax Labs, Inc. (GOVX) (CIK 0000832489)

Letter

VIA EDGAR AND OVERNIGHT COURIER United States Securities and Exchange Commission Division of Corporation Finance GeoVax Labs, Inc. Form 10-K for the Fiscal Year Ended December 31, 2008 File No.: 000-52091

Re:

Dear Mr. Rosenberg,

This letter is in response to your letter dated November 3, 2009, which GeoVax Labs, Inc. (the “Company”) received by fax on November 3, 2009. Our responses to each of your comments are set forth below.

Report of Independent Registered Public Accounting Firm on Financial Statements, page F-2

4.

Please amend your filing to include a report of Tripp, Chafin & Causey, LLC, which references the standards of the Public Company Accounting Oversight Board (United States). Refer to paragraph 3 of PCAOB Auditing Standard 1.

Response:

Per our counsel’s discussion with Staci Shannon, Staff Accountant, on November 10, 2009, we hereby confirm that we will include a report of Tripp, Chafin & Causey, LLC, which references the standards of the Public Company Accounting Oversight Board (United States), in our future filings on Form 10-K which include their report.

In making the above responses to your comments, the Company acknowledges that:

(1)

it is responsible for the adequacy and accuracy of the disclosure in its filings;

(2)

staff comments or changes to disclosure in response to staff comments do not foreclose the Securities and Exchange Commission from taking any action with respect to the filing; and

(3)

the Company may not assert staff comments as a defense in any proceeding initiated by the Securities and Exchange Commission or any person under the federal securities laws of the United States

Please do not hesitate to contact the undersigned with any additional comments you may have. Additional correspondence may be faxed to 404-712-9357.

Very truly yours,
GEOVAX LABS, INC.

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CORRESP
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corresp

November 16, 2009

VIA EDGAR AND OVERNIGHT COURIER

Jim B. Rosenberg, Senior Assistant Chief Accountant

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    GeoVax Labs, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2008

File No.: 000-52091

Dear Mr. Rosenberg,

          This letter is in response to your letter dated November 3, 2009, which GeoVax Labs, Inc. (the
“Company”) received by fax on November 3, 2009. Our responses to each of your comments are set
forth below.

Report of Independent Registered Public Accounting Firm on Financial Statements, page F-2

    4.

    Please amend your filing to include a report of Tripp, Chafin & Causey, LLC, which references
the standards of the Public Company Accounting Oversight Board (United States). Refer to
paragraph 3 of PCAOB Auditing Standard 1.

Response:

Per our counsel’s discussion with Staci Shannon, Staff Accountant, on November 10, 2009, we
hereby confirm that we will include a report of Tripp, Chafin & Causey, LLC, which references
the standards of the Public Company Accounting Oversight Board (United States), in our future
filings on Form 10-K which include their report.

In making the above responses to your comments, the Company acknowledges that:

    (1)

    it is responsible for the adequacy and accuracy of the disclosure in its filings;

    (2)

    staff comments or changes to disclosure in response to staff comments do not foreclose
the Securities and Exchange Commission from taking any action with respect to the filing;
and

    (3)

    the Company may not assert staff comments as a defense in any proceeding initiated by
the Securities and Exchange Commission or any person under the federal securities laws of
the United States

          Please do not hesitate to contact the undersigned with any additional comments you may have.
Additional correspondence may be faxed to 404-712-9357.

    Very truly yours,

GEOVAX LABS, INC.

    By:
    /s/ Mark W. Reynolds

    Mark W. Reynolds

    Chief Financial Officer