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    Unassociated Document

      October
15, 2009

      Jim B.
Rosenberg

      Senior
Assistant Chief Accountant

      United
States Securities and Exchange Commission

      100 F
Street, N.E.

      Washington,
D.C. 20549

                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.
Rosenberg:

      On behalf
of The Quigley Corporation (the “Company”) we hereby transmit via EDGAR the
following responses to the Staff’s comment letter of October 5,
2009.  To assist your review, we have retyped the text of the Staff’s
comments in bold face type.

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

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

                1.

                Please
      refer to your revised proposed disclosures in response to prior comment
      five.  Please clarify what you mean by “non-routine” returns,
      “obsolete” product and “product mix realignment” and address how these
      items relate to the main components of the Company’s return policy for
      which you will accept returns as disclosed in your proposed disclosure to
      comment four.  Please separately disclose the amount of the
      increase in the 2008 return provision attributed to each of the
      following:  non-routine returns of obsolete product, product mix
      realignment and returns or return reserves for new products of the company
      which carry a shelf-life expiration
date.

      Response:

      The
Company does not impose a period of time within which product may be
returned.  All requests for product returns must be submitted to the
Company for pre-approval.  The main components of the Company’s
returns policy are: the Company will accept returns that are (i) due to damaged
product that is un-saleable and such return request activity fall within an
acceptable range, (ii) for products of the Company that have reached or exceeded
designated expiration dates, (iii) in the event that the Company discontinues a
product, the customer will have the right to return only such item that it
purchased directly from the Company.  The Company will not accept
return requests pertaining to customer inventory “Overstocking” or
“Resets”.   The Company will only accept return requests for
product in its intended package configuration.  The Company reserves
the right to terminate shipment of product to customers who have made
unauthorized deductions contrary to the Company’s Return Policy or pursue other
methods of reimbursement. The Company compensates the customer for authorized
returns by means of a credit applied to amounts owed or to be owed and in the
case of discontinued product only, also by way of an exchange.  The
Company does not have any significant product exchange history.

      KELLS
BUILDING · 621 N.
Shady Retreat Road ·
PO Box1349 ·
Doylestown, PA 18901-1349 · U.S.A

      Telephone:
215-345-0919 · Fax:
215-345-5920 · For
information: www.quigleyco.com

      The
increase in the fiscal 2008 return provision was principally due to non-routine
returns, obsolete product and product mix realignment by certain of our
customers.

       “Non-routine”
returns are defined as product returned to the Company as a consequence of
unanticipated circumstances principally due to (i) retail store closings or (ii)
unexpected poor retail sell through to consumers causing the Company to
discontinue the product.

      “Obsolete”
returns are defined as product returned to the Company as a consequence of
product shelf-life “use by” expiration date.

      “Product mix realignment”
returns are defined as product returned to the Company due to initiatives by the
trade to discontinue purchasing certain of the Company’s
products.  Product mix realignment returns are generally nominal and
are frequently related to discontinued or soon to be discontinued
products.

      The
Company’s return policy accommodates returns for (i) discontinued products, (ii)
store closings and (iii) products that have reached or exceeded designated
expiration date.

      The
following is a summary of the change in the return provision for the year ended
December 31, 2008:

                      Return
      provision at December 31, 2008

                    $
                    1,427,045

                      Return
      provision at December 31, 2007

                    295,606

                      Increase
      in the return provision at
      December 31, 2008

                    $
                    1,131,439

      For the
year ended December 31, 2008, the return provision increased by $1,131,439 to
$1,427,045. The return provision increase of $1,131,439 was principally due to
(i) an aggregate provision for returns of $586,528 attributable to new product
introductions as a consequence of (a) poor retail sell through to consumers
(resulting in non-routine returns) and (b) the decreasing shelf-life of the
products as expiration dates came due (resulting in obsolete returns), and (ii)
an aggregate provision for returns of $544,911 due principally to discontinued
product (resulting in non-routine returns).

      We will
provide disclosure of the above-mentioned definitions in future filings, as well
as other subject matters discussed in this response if we determine that a
reasonable investor would consider such information to be material to an
investment decision.

          2

                2.

                Disclose
      the net sales that you recognized in each of the three years presented for
      the new products of the company which carry a shelf-life expiration
      date.  You state in your disclosure that “there are no material
      charges to net income in the current period, related to sales from a prior
      period.”  Tell us the amount of the change in your provision
      recorded in 2008 related to sales made in periods before January 1,
      2008.

      Response:

      For the
year ended December 31, 2008, 2007 and 2006, net sales of products with limited
shelf-life and expiration dates were $265,095, $2,389,095 and $317,403,
respectively.

      Approximately
$551,000 of the increase in the Company’s return provision at December 31, 2008
as compared to the return provision at December 31, 2007, was attributable to a
new product with a shelf-life expiration date that was launched by the Company
during fiscal 2007.  The Company determined in fiscal 2008 to
discontinue this product due to poor retail sell through to
consumers.  This increase in the return provision for the year ended
December 31, 2008 represented, as a percentage of net sales (i) 2.7% of the
Company’s fiscal 2008 net sales from continuing operations of $20,506,612, and
(ii) 2.0% of the Company’s fiscal 2007 net sales from continuing operations of
$28,241,502.

      Item 8.  Financial
Statements and Supplementary Data

      Consolidated Financial
Statements

      Consolidated Statements of
Cash Flows, page F-4

                3.

                Please
      refer to the revised Statements of Cash flows for the three year fiscal
      period ended December 31, 2008 and the quarterly period ended March 31,
      2009 in response to prior comment seven.  Please tell us why the
      modification of the cash flow statements to present the cash flows from
      discontinued operations within the cash flows from operating, investing
      and financing activities, resulted in a change to the net (decrease)
      increase in cash and cash equivalents and to the beginning and ending cash
      and cash equivalents balances for the periods
  presented.

      Response:

      The
change to the net (decrease) increase in cash and cash equivalents and to the
beginning and ending cash and cash equivalent balances for the periods presented
was due to treatment of cash held by the discontinued
operation.    At December 31, 2007 and 2006, the Company
included as a component of assets of discontinued operations, cash of $951,736
and $1,466,140, respectively, attributable to the underlying subsidiary held for
sale.  As a consequence of the revised presentation of the statement
of cash flows, the beginning and ending cash and cash equivalents were adjusted
to include cash balances related to discontinued operations at the respective
period ended.

      To
clarify the impact of cash flows on cash and cash equivalents we propose to
revise the cash flows presentation previously provided to you as
follows:

          3

        1. Years ended December 31, 2008, 2007 and
2006:

      THE
QUIGLEY CORPORATION

      CONSOLIDATED
STATEMENTS OF CASH FLOWS (REVISED)

                                      Year
      Ended

                                      Year
      Ended

                                      Year
      Ended

                                      Dec 31, 2008

                                      Dec 31, 2007

                                      Dec 31, 2006

                                      Cash
      flows from operating activities:

                                      Net
      loss

                                    $
                                    (5,534,286
                                    )

                                    $
                                    (2,458,337
                                    )

                                    $
                                    (1,748,345
                                    )

                                      Adjustments
      to reconcile net loss to net cash provided by (used in) operating
      activities:

                                      Loss
      on asset impairment

                                    100,000

                                    -

                                    -

                                      Depreciation
      and amortization

                                    745,386

                                    996,161

                                    1,326,920

                                      Loss
      on the sales of fixed assets

                                    26,925

                                    19,737

                                    -

                                      Sales
      allowance and provision for bad debts

                                    1,282,599

                                    (297,777
                                    )

                                    (340,726
                                    )

                                      Inventory
      valuation provision

                                    332,093

                                    437,784

                                    (680,290
                                    )

                                      (Increase)
      decrease in assets and liabilities:

                                      Accounts
      receivable

                                    866,745

                                    182,261

                                    1,663,519

                                      Inventory

                                    1,478,533

                                    (987,307
                                    )

                                    318,250

                                      Prepaid
      expenses and other current assets

                                    80,405

                                    (48,421
                                    )

                                    365,754

                                      Other
      assets

                                    87,760

                                    82,841

                                    (69,282
                                    )

                                      Accounts
      payable

                                    155,976

                                    (347,785
                                    )

                                    113,829

                                      Accrued
      royalties and sales commissions

                                    (289,566
                                    )

                                    328,439

                                    451,048

                                      Accrued
      advertising

                                    (73,420
                                    )

                                    (770,498
                                    )

                                    (710,155
                                    )

                                      Other
      current liabilities

                                    (3,267,699
                                    )

                                    1,551,304

                                    266,421

                                      Net
      cash (used in) provided by operating activities

                                    (4,008,549
                                    )

                                    (1,311,598
                                    )

                                    956,943

                                      Cash
      flows from investing activities:

                                      Capital
      expenditures

                                    (200,544
                                    )

                                    (533,034
                                    )

                                    (697,479
                                    )

                                      Proceeds
      from the sale of fixed assets

                                    16,698

                                    -

                                    118,276

                                      Net
      cash flows used in investing activities

                                    (183,846
                                    )

                                    (533,034
                                    )

                                    (579,203
                                    )

                                      Cash
      flows from financing activities:

                                      Principal
      payments on debt

                                    -

                                    -

                                    (1,464,286
                                    )

                                      Stock
      options and warrants exercised

                                    63,909

                                    173,155

                                    1,958,135

                                      Net
      cash provided by financing activities

                                    63,909

                                    173,155

                                    493,849

                                      Net
      (decrease) increase in cash and cash equivalents

                                    (4,128,486
                                    )

                                    (1,671,477
                                    )

                                    871,589

                                      Cash
      and cash equivalents at beginning of period

                                    15,133,546

                                    16,290,619

                                    16,383,887

                                      Add:
      cash and cash equivalents of discontinued operations
      at beginning of period

                                    951,736

                                    1,466,140