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corresp

GeoVax Labs, Inc.

1900 Lake Park Drive

Suite 380

Smyrna, Georgia 30080

(678) 384-7220

April 28, 2010

Mr. Jeffrey P. Riedler

Assistant Director

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

         RE:

    GeoVax Labs, Inc.

Registration Statement on Form S-1

Filed March 31, 2010

File No. 333-165828

Dear Mr. Riedler:

This letter is in response to the letter (the “Comment Letter”) dated April 14, 2010 from the staff
(the “Staff”) of the United States Securities and Exchange Commission (the “Commission”), with
respect to the GeoVax Labs, Inc. (“GeoVax” or the “Company”) Registration Statement on Form S-1
(File No. 333-165828) (the “Registration Statement”). We have set forth below in bold text the
comment contained in the Comment Letter followed by our response.

General

    1.

    Please revise your disclosure to include a discussion of the allocation of the
purchase price between the company and the selling shareholder for each unit consisting
of a share of common stock being sold by a selling shareholder and a warrant issued by
the company. If the company does not plan to retain any portion of the unit price for
units that include a selling shareholder share of common stock, please include
disclosure of the effect to company shareholders who are not selling shareholders in
the offering.

Response

    We acknowledge the Staff’s comment and plan to amend the Company’s preliminary
prospectus contained in the Registration Statement as set forth on Exhibit A
hereto. Proposed additional language is shown in underlined text, while proposed
deleted language is shown in strikethrough text.

Mr. Jeffrey P. Riedler

April 28, 2010

Page 2

We are providing this letter without an accompanying amendment to the Registration Statement based
on our earlier telephone conversation with Ms. Acharya. Upon your approval, the language set forth
in Exhibit A would be included in an amendment to the Registration Statement which we plan
to file in May 2010. That amendment will include the Company’s financial statements for the three
months ended March 31, 2010.

In the event the Company requests acceleration of the effective date of the Registration Statement,
it will furnish a letter containing the acknowledgements identified in the third full paragraph on
page two of the Comment Letter.

Please provide our counsel, T. Clark Fitzgerald III, with a copy of any future correspondence. He
can be reached by telephone at (404) 879-2455 or email at cfitzgerald@wcsr.com. His facsimile
number is (404) 870-4869.

Please do not hesitate to contact the undersigned at (678) 384-7224 or mreynolds@geovax.com with
any questions or comments.

Very truly yours,

GeoVax Labs, Inc.

    /s/ Mark W. Reynolds

Mark W. Reynolds

    Chief Financial Officer

    cc:

    Robert T. McNally, Ph.D.

Nandini Acharya, Esq.

Exhibit A

Preliminary Prospectus Cover Page

The first paragraph will be revised to add the following sentence at the end:

All of the warrants included in the units will be issued by us and not the
selling stockholders.

Footnote (2) to the table will be revised as follows:

    (2)

    No units that include shares of our common stock held by selling
stockholders will be sold on behalf of or by the selling
stockholders until after all units offered by the Company are sold. The
selling stockholders will receive all of the proceeds from the sale of units,
if any, that include shares of our common stock held by selling
stockholders.

Page 4, Securities Offered

The discussion will be revised to add the following sentence:

All warrants sold will be issued by the Company.

Pages 4 and 16, Use of Proceeds

The last sentence of the “Use of Proceeds” section on page 4 and the first sentence of the last
paragraph on page 16 will both be revised as follows:

We will not receive any proceeds from the sale of units, if any, that
include shares of our common stock held by the selling stockholders but
we will receive proceeds, if any, from the exercise for cash of warrants
included
within the in those units sold
pursuant to this offering.

Pages 55-56, Selling Stockholders

We will add the following new information after the footnotes to the table:

The selling stockholders will receive the entire price paid by investors for the
units that include shares held by the selling stockholders. From those proceeds,
the selling stockholders will pay the placement agent its 6% commission earned in
connection with the sale of any such units. We will issue the warrants included in
those units and receive proceeds, if any, from the exercise for cash of warrants
included in those units.

Emory University and Dr. Robinson sold a portion of their GeoVax shares in 2009,
and each of them, as well as Mr. Hildebrand, indicated an interest in selling
additional shares. We invited each of them to participate in this offering as
selling stockholders in order to encourage them to enter into a lock-up arrangement
satisfactory to the placement agent, to permit an orderly distribution of their
GeoVax shares, and to reduce the perceived market overhang reflected by their
combined holdings.

In considering this matter, the Board of Directors recognized that the warrants
to be sold together with shares included as part of the units offered by selling
stockholders have an intrinsic value, which is included in the price per unit to be
paid by investors, but will not be paid to the Company. The Board of Directors also
recognized that all stockholders will experience dilution if the holders of unit
warrants utilize the “cashless exercise” feature. After consideration, the Board of
Directors determined that allowing selling stockholders to receive the implicit
value of the unit warrants was appropriate, given the reasons stated in the
foregoing paragraph, particularly since the selling stockholders may only sell their
shares after the Company sells $30.0 million of units. Accordingly, the
arrangements were approved by the Board of Directors, including all of the
independent directors.

Page 59, Unit Warrants

The first sentence will be revised as follows:

In connection with the sale of
each unit units by the Company and the
sale of units by the selling stockholders in this offering, we will
issue with each such unit a five-year callable warrant to purchase
up to 0.20 shares of common stock at an exercise price of $____ per share,
or 20.0% above the offering price of the units.