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CORRESP
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      Geovax Labs, Inc. Correspondence

      January
        26, 2007

      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 January 16, 2007, which GeoVax
        Labs,
        Inc. (the “Company”) received by fascimile.

      Form
        10-Q for the Quarterly Period Ended September 30, 2006

      Notes
        to Interim Consolidated Financial Statements

      Note
        2. Stock-Based Compensation, page 6

      1.   We
        note from your response to prior comment number 2 that you are restating
        your
        financial statements for the nine-month period ended September 30, 2006 to
        adopt
        SFAS 123(R) using the prospective method instead of the modified-prospective
        method. We further note your disclosure of the restatement on pages 5 and
        6 of
        your Form 10-Q/A for the quarterly period ended September 30, 2006. Please
        revise to disclose the effect of the correction on each financial statement
        line
        item for each prior period presented pursuant to paragraph 26a of SFAS 154.
        In
        addition, please consider disclosing the periods that have been restated
        on the
        face of your financial statements. This can be accomplished by identifying
        the
        financial statement columns that have been restated on the face of your
        financial statements.

      In
        response to your comment number 1, we have amended our Form 10-Q to add the
        additional disclosures required by paragraph 26a of SFAS 154. Pursuant to
        your
        suggestion, we have also identified the restated periods on the face of our
        financial statements.

      2.   Your
        response to prior comment number 2 also indicates that you have concluded
        your
        previously issued financial statements for the nine-month period ended September
        30, 2006 can be relied upon and therefore you do not believe you are required
        to
        file an Item 4.02 Form 8-K. Please provide us with your analysis supporting
        this
        conclusion. If it is not already included in your prepared analysis, please
        tell
        us how you considered the fact that your net loss for the nine-months ended
        September 30, 2006 was overstated by approximately 18% in your previously
        issued
        financial statements when arriving at this conclusion. That is, clarify how
        you
        determined that your previously issued financial statements can be relied
        upon
        when they contain a material error that has to be corrected by restating
        the
        financial statements. If you conclude that your financial statements for
        the
        nine-month period ended September 30, 2006 cannot be relied upon due to the
        existence of this material error, please file an Item 4.02 Form
        8-K.

GeoVax Labs Inc. –
        1256 Briarcliff Road –
        Atlanta Georgia 30306 USA –
        404.727.0971 tel –
        404.712.9357 fax –
        www.geovax.com

      We
        reached the conclusion that our financial statements for the nine months
        ended
        September 30, 2006 prior to our restatement can be relied upon, and therefore
        we
        are not required to file an Item 4.02 Form 8-K, based primarily on the following
        considerations:

                (a)

                The
                  error correction had no impact on our financial position as reflected
                  on
                  our Balance Sheet. On the Balance Sheet the correction was confined
                  to the
                  equity section, so that there was no change to Assets, Liabilities
                  or
                  Total Stockholders’ Equity.

                (b)

                The
                  correction had no impact on our total cash flows from operating
                  activities, investing activities, or financing activities as reported
                  in
                  our Statements of Cash Flows

                (c)

                The
                  correction did not change basic or diluted loss per
                  share.

      To
        summarize, our overriding consideration in reaching our conclusion was the
        non-cash nature of the expense item affected by the correction, which give
        rise
        to the observations mentioned in (a) and (b) above. Our conclusion is also
        driven by recognition of the nature of our company - the fact that we are
        a
        research and development biotechnology company which is currently not generating
        revenues, that we are incurring substantial losses and will continue to do
        so
        for the foreseeable future. Investors in companies’ such as GeoVax are typically
        focused more on financial condition and cash flow (or cash “burn”), and not on
        net profit or loss. We should mention here also that, in response to a portion
        of your comment, we did recognize the size of the change in proportion to
        our
        previously provided net loss (18%); but that in light of our previous
        assessments, and the fact that the correction decreased our net loss rather
        than
        increased it, we have reached the same conclusion.

      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. 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