SecProbe.io

Via Facsimile and U.S. Mail
Mail Stop 4720

         July 22, 2009

Ted Karkus
Chief Executive Officer
The Quigley Corporation
Kells Building
621 Shady Retreat Road
P.O. Box 1349
Doylestown, PA 18901

Re:    The Quigley Corporation
 Form 10-K for the Fiscal Year Ended December 31, 2008
 Filed March 9, 2009
 Definitive Proxy Statement on Schedule 14A
 Filed April 2, 2009
          File Number:  000-21617

Dear Mr. Karkus:

 We have reviewed your filings and have the following comments.  In our comments, we ask you to provide us with info rmation to better understand your disclosure.
Where a comment requests you to revise disc losure, the information you provide should
show us what the revised di sclosure will look like and iden tify the annual or quarterly
filing, as applicable, in which you intend to first include it.  If you do not believe that
revised disclosure is necessary, explain the r eason in your response.  After reviewing the
information provided, we may raise additiona l comments and/or request that you amend
your filing

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our  comments or on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

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

Item 1. Business

Overview, page 10

1. We note that your company refers to five specific customers that together account for
a significant percentage of  sales volume. We further note that these top five

Ted Karkus
The Quigley Corporation
July 22, 2009
Page 2
customers represented 48% of your compa ny’s consolidated gross revenue for the
2008 fiscal year. To the extent that you have relationships that exceed 10% of
revenue with any of these individual custom ers, please disclose this information in
your Business section pursuant to it em 101(c)(vii) of Regulation S-K.

2. In your Business section, we note that you lis t a total of 33 U.S. and foreign patents;
and on page 10, you indicate some of these pa tents that have been assigned to the
company. Please provide us with the following disclosure:

a. Identify who originat ed the patents,
b. Who assigned the patents to the company,
c. When the patents were assigned to the company,
d. The material terms of any agreements re lated to the assignment of the patents;
and please file these agreements as  exhibits to your Form 10-K.

Additionally, to the ex tent that any other intellect ual property or know-how were
in-licensed or otherwise acqui red, please disclose the material terms of the related
in-licensing or acquisition agreements and file these agreements as exhibits to
your Form 10-K.

3. We further note that you have referenced in your Business section that you procure
the raw materials used in the production of  your cold-remedy products from a single
vendor; but you do not disclose the name of  this vendor or the extent of your
company’s production requireme nts being fulfilled by this vendor. Please disclose
this information in your Business section pur suant to item 101(c) of Regulation S-K.
In addition, please either  file the related contracts as exhibits to your Form 10-K, or
alternatively, provide us with a substantiv e analysis as to why your company is not
substantially dependent upon the arrangements.

Item 7. Management’s Discussion and Analys is of Financial Condition and Results of
Operations
Critical Accounting Estimates, page 27

4. Please revise your disclosure which discusse s the terms of your sales return policy,
including the amount of time after a sale in which the product can be returned, for
what reasons a return is accepted and the form  of the return (i.e. credit issued, cash
returned, product exchanged out of inventory for returned product).  If you exchange
product out of inventory, disclose in your  notes to financial statements how you
account for your estimate of these returns at  the time of sale of the product and how
you account for returns at the date they are actually returned to you.  Provide us an
analysis supporting your acc ounting treatment with refe rence to the authoritative
literature you rely upon to support your accountin g.  It also may be helpful to provide
us an example showing the journal entries made.

Ted Karkus
The Quigley Corporation
July 22, 2009
Page 3
5. You have explained the increase in the retu rn amount for the past two years as non-
routine.  Disclose why you believe the increase is non-routine and not a developing
trend.

Results of Operations

Year ended December 31, 2008 compared with same period 2007, page 28

6. Please revise your disclosure to explain your large increase in  obsolete inventory
during 2008 of approximately $830,000.  Pl ease state which product(s) were
considered obsolete and the expected eff ects on future financial position and results
of operations of the product(s) going obsolete.

Item 8.  Financial Statements and Supplementary Data

Consolidated Statements of Cash Flows, page F-4

7. It appears that your presentation of cash flows from discontinued operations does not
meet the basic requirement in SFAS 95 to present cash flows as either an operating,
investing, or financing activity.  Please revise  your disclosure or explain to us how
SFAS 95 supports aggregating net cash flow s from discontinued operations into a
single category. This comment also applie s to your Form 10-Q for the quarterly
period ended March 31, 2009.
  Notes to Consolidated Financial Statements

Note 13 – Income Taxes, page F-17

8. Please revise your reconciliation of the stat utory federal income tax expense table to
break out and separately identify each material individual permanent and other
difference.  Explain the reason for materi al changes in the permanent and other
differences amounts for the years presented.

Item 9A(T). Controls and Procedures, page 34

9. In accordance with paragraph b of Item 308T of Regulation S-K, please confirm to us
that there was no change in your internal c ontrol over financial reporting identified in
connection with the evaluation requir ed by paragraph (d) of §240.13a-15 or
§240.15d-15 of this chapter that occurred during your last fis cal quarter (the fourth
quarter in an annual report) that has materi ally affected, or is reasonably likely to
materially affect, your intern al control over financial repor ting.  This comment also
applies to your Form 10-Q for the quarterly period ended March 31, 2009. Please
revise your disclosure in future f ilings to provide this information.

Ted Karkus
The Quigley Corporation
July 22, 2009
Page 4
Item 15. Exhibits

General

10. We note that you have not included as exhib its, nor incorporated by reference, any of
the employment agreements related to your named executive officers. We further note
that on July 2, 2008, your company entered into an agreement with Dr. Richard
Rosenbloom whereby your company agreed  to compensate Dr. Rosenbloom for
assigning to the company, the entire right , title and interest in and to Dr.
Rosenboom’s concepts and/or inventions ma de prior to the date he became and
employee of The Quigley Corporation. Pu rsuant to item 601(b)(10)(ii)(A) of
Regulation S-K, please either file or inco rporate by reference in your next 10-Q all
employment agreements and compensation agreements of your named executive
officers.

Exhibits 31.1 and 31.2

11. The executive certifications you have filed as exhibits to your Form 10-K do not
contain the exact certific ation wording required by item 601(b)(27)-(30) of
Regulation S-K. Please tell us why these certifications do not include the entire
introductory language of paragraph 4 to also  address your officers’  responsibility for
establishing and maintaining internal cont rol over financial reporting. This comment
also applies to the certifi cations filed with your Form 10-Q for the quarterly period
ended March 31, 2009.

Definitive Proxy Statement on Schedule 14A

Executive Compensation
Compensation Discussion and Analysis
Summary Compensation Table, page 9

12. We note that the determination of performance-based incentive compensation for
your executive officers has historically b een based upon sales, profit and stock price
performance. Further to your summary compen sation table, we note that the payout of
bonuses in 2007 and 2006 was based upon “specifi ed sales and net income goals,” but
that the threshold levels for these goals we re not quantified. We also note that since
threshold levels were not achieved, none of your named executive officers received
performance-based incentive compensati on for 2008. However, you should still
disclose the established threshold and target  levels for all company, departmental or
business unit and individual goals or performance criteria . Please provide us with
draft disclosure for your 2009 proxy stat ement that provides the following:

a. All corporate, business unit or depa rtmental and individual performance
criteria,
b. The established threshold and target leve ls of achievement for each criteria,
quantifying them to the extent  they are quantifiable,

Ted Karkus
The Quigley Corporation
July 22, 2009
Page 5
c. An explanation of how the level of achievement will affect actual bonuses
paid, and,
d. Confirmation that you will disclose th e actual levels of achievement.

13. We further note that you do not provide a ny description of whether or not your
company engages in any benchmarking of total compensation for your named
executive officers. Please provide us with draft disclosure for your 2009 proxy
statement that contains a comprehensive discussion of benchmarking addressing the
following issues:

a. Whether the Committee uses benchmarki ng in setting each major component
of executive compensation, and, if so,
b. The peer group companies and re lated data they use, and
c. How they use this information in  the process of setting executive
compensation for each component in which benchmarking is a factor.

14. In your Compensation Discussion and Anal ysis, we note that your CEO and CFO
recommend compensation to the Compen sation Committee for all participating
officers. However, your discus sion is unclear as to whether this also refers to
compensation of the CEO and CFO themselves. Please provide us with draft
disclosure of your 2009 proxy statement whic h includes a discussion of the process
for setting CEO and CFO compensation, and whether or not the CEO and CFO
recommend compensation for themselves to the Compensation Committee.
15. In your Compensation Discussion and Analysis, we further note that the base salary
levels of your named executive officers ar e reviewed annually as part of the
Company’s performance review process. However, we note that you do not discuss
what the performance review process was a nd what decisions were made about base
salary in 2009 based upon 2008 executive pe rformance. Please provide us with
disclosure relating to your Compensation Committee’s performanc e review process
for your named executive officers’ 2008 perfor mance reviews, the results of this
review process and the decisions regarding executive base salary that were made
based upon these results.  For your future pr oxy statements, we ask that you include
disclosure comparable to the informati on being asked for you to provide us; and
please provide confirmation that you will do so.

16. We note that you do not provide any narrative de scription as to the material terms of
each of your named executive officer’s employment agreements. Pursuant to item
402(o) of Regulation S-K, please provide us with draft disclosure for your 2009 proxy
statement which includes this information.

Certain Relationships and Re lated Transactions, page 12

17. We note that you discuss the employment of an “individual related to the Company’s
Chief Executive Officer” that earned an  aggregate compensation in 2008 of $229,115.
Pursuant to item 404(a) of Regulation S-K, please identify  this individual and state

Ted Karkus
The Quigley Corporation
July 22, 2009
Page 6
his/her relationship to your Chief Executive Officer; and please also file the related
employment contracts.

* * * *
 Please provide us the information request ed within 10 busine ss days or tell us
when you will provide us with a response.  Pl ease furnish a cover le tter with your response
that keys your response to our comments.  De tailed cover letters gr eatly facilitate our
review.  Please furnish your letter on EDGAR under the form type label CORRESP.

 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 all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our co mments, please provide, in your letter, a
statement from the company acknowledging that:

• the company is responsible for the adequacy and accuracy of the disclosure in
the filings;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking a ny action with respect to the filings;
and
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

 In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filings or in response to our comments on your filings.

Please contact Dana Hartz, Staff Account ant, at (202) 551-3648 or Don Abbott,
Review Accountant, at (202) 551-3608 if  you have any questions regarding the
processing of your response as well as any questions regarding comments on the financial
statements and related matters.  You may cont act Bryan Pitko, Staff Attorney, at (202)
551-3203 or
Jeffrey Riedler , Assistant Director , at (202) 551-3715 with questions on any
of the other comments.  In this regard, do not hesitate to contact  me, at (202) 551-3679.

        S i n c e r e l y ,

        J i m  B .  R o s e n b e r g
Senior Assistant Chief
Accountant