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CORRESP
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      Correspondence

      December
        19, 2006

      VIA
        EDGAR AND OVERNIGHT COURIER

      Stephen
        Krikorian, Accounting Branch Chief

      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-Q
        for the Quarterly Period Ended September 30, 2006

      Your
        File
        No.: 000-52091

      Dear
        Mr.
        Krikorian,

      This
        letter is in response to your letter dated November 24, 2006, which GeoVax
        Labs,
        Inc. (the “Company”) received on December 5, 2006.

      Notes
        to Interim Consolidated Financial Statements.

      We
        note that you have provided a portion of the footnote disclosures required
        by
        paragraph 30 of APB 28 in your critical accounting policies and estimates
        discussion contained within Item 2 of your report. Please tell us your
        consideration of providing the disclosure required by paragraph 30 of APB
        28 in
        the footnotes to your financial statements. In addition, please ensure to
        provide all the disclosures required by paragraph 30 of APB 28 in all future
        filings.

      In
        response to comment number 1, we have reviewed our disclosures in both the
        critical accounting policies and estimates discussion contained within Item
        2 of
        the report, as well as in the financial statement footnotes. Although we
        believe
        that our footnote disclosures are in compliance in all material respects
        with
        paragraph 30 of APB 28, in response to your comment we have added a short
        paragraph to Note 1 disclosing the adoption of SFAS123R, and directing the
        reader to Note 2 for further discussion.

      In
        future
        filings, we will continue to ensure that all disclosures required by paragraph
        30 of APB 28 will be made in our interim financial statements and footnotes
        thereto.

      Note
        2. Stock-Based Compensation, page 6

      Your
        disclosure indicates you have adopted SFAS 123R utilizing the
        modified-prospective transition method. However, it appears that prior to
        adopting SFAS 123R, you used the minimum value method of measuring equity
        share
        options for purposes of complying with SFAS 123. Therefore, it appears you
        are
        required to adopt SFAS 123R using the prospective method pursuant to paragraph
        83 of SFAS 123R. In addition, clarify how your pro forma disclosure for
        outstanding awards accounted for under the intrinsic value method of APB
        25
        complies with paragraph 85 of SFAS 123R. Please advise or revise as
        appropriate.

      Stephen
        Krikorian, Accounting Branch Chief

      United
        States Securities and Exchange Commission

      December
        19, 2006

      Page
        2

      In
        response to comment number 2, we have examined our accounting practices with
        regard to adoption of SFAS 123R and determined that the prospective application
        method is the proper transition method. We are therefore amending our Form
        10-Q
        to reflect the adoption of SFAS 123R using the prospective transition method
        rather than the modified-prospective method.

      Following
        up on our recent telephone conversation about this comment, we have also
        considered the requirements of Item 4.02 of Form 8-K. The changes to the
        financial statements in our amended filing are not of the type that have
        led us
        to conclude that any previously issued financial statements should no longer
        be
        relied upon because of an error of the kind contemplated under Item 4.02.
        We
        would be happy to provide the Staff with our analysis of this issue upon
        request.

      In
        making
        this response 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.

                Very
                  truly yours,

                GEOVAX
                  LABS, INC.

                By:
                  /s/ Mark W.
                  Reynolds

                Mark
                  W. Reynolds

                Chief
                  Financial Officer