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CORRESP
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    November
16, 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 November 3,
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 response to prior comment one.  Please revise your
      proposed disclosure to quantify each component of the $586,528 portion and
      the $544,911 portion of the 2008 provision.  It appears that
      both amounts include returns due to discontinued products.  The
      $586,528 portion includes an estimate for returns due to expired products
      and an estimate of returns for discontinued products due to poor retail
      sell through.  The $544,911 is mainly due to discontinued
      products.

    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: (i) the Company will accept returns that are  due
to damaged product that is un-saleable and such return request activity fall
within an acceptable range, (ii) the Company will accept returns for products
that have reached or exceeded designated expiration dates and (iii) the Company
will accept returns in the event that the Company discontinues a product such
that 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 (in thousands):

                Amount

                Return
      provision at December 31, 2007

              $
              296

                Return
      provision at December 31, 2008

              1,427

                Increase
      in the return provision at
      December 31, 2008

              $
              1,131

    For the
year ended December 31, 2008, the return provision increased by $1.1 million to
$1.4 million.  The increase in the return provision was principally
due to (i) a charge of $552,000 attributable to products which were discontinued
during Fiscal 2008 as a consequence of both return criterion of (a) poor retail
sell through to consumers (non-routine returns) and (b) the decreasing
shelf-life of the products as expiration dates came due (obsolete returns), (ii)
a charge of $209,000 due principally to discontinued product flavors
(non-routine returns), (iii) a charge of $165,000 for product returns
attributable to store closings (non-routine returns), (iv) a charge of $102,000
for products with shelf-life expiration dates (obsolete returns) and (v) a
charge of  $103,000 as a consequence of an increase in product returns
experienced during the period.

    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.

              Please
      refer to your response to prior comment two.  It appears that a
      material amount of the current year provision was attributable to a change
      in return estimate for prior period sales, please revise your roll-forward
      schedule on page 28 to separately disclose the amount of the provision due
      to current year sales and prior period sales.  In assessing
      materiality, we believe that consideration should be given to the effect
      on loss from continuing operations before taxes for the periods
      presented.

    Response:

    The
roll-forward of the sales returns and allowance reserve as of December 31, 2008
and 2007 is as follows (in thousands):

               Sales
      Returns and Allowances

                2008

                2007

                 Balance
      at beginning of the period

              $
              296

              $
              473

                 Provision
      for returns and allowance - current period sales

              1,593

              1,104

                 Provision
      for returns and allowance - prior period sales

              761

              -

                 Returns
      and allowances recorded - current period

              (1,223
              )

              (1,281
              )

                 Balance
      at end of the period

              $
              1,427

              $
              296

    For the
year ended December 31, 2008, 2007 and 2006, net sales of products with limited
shelf-life and expiration dates were $265,000, $2.4 million and $317,000,
respectively.

    Approximately
$761,000 of the increase in the Company’s return provision at December 31, 2008
as compared to the return provision at December 31, 2007, was principally due to
(i) a charge of $552,000 for a product with a shelf-life expiration date that
was launched by the Company during Fiscal 2007 and subsequently discontinued in
Fiscal 2008 and (ii) a charge of $209,000 for discontinued product
flavors.  The Company determined in Fiscal 2008 to discontinue these
products due to poor retail sell through to consumers.  The increase
in the return provision for the year ended December 31, 2008 relating to prior
period sales represented 3.7% and 11.9% of the Company’s reported net sales and
net loss from continuing operations, respectively.

        3

    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 three.  It is not clear
      whether operating, investing and financing activities related to the
      discontinued operations for each period is presented in their respective
      categories, particularly given that you now have included cash and cash
      equivalents of discontinued operations at the bottom of the statements of
      cash flows as part of the reconciliation of beginning cash and cash
      equivalents.  Please revise to appropriate classify operating,
      investing and financing activities related to discontinued operations or
      tell us how your presentation complies with SFAS
  95.

    Response:

    The
Company believes the presentation of its Statement of Cash Flows (the
“Statement”) complies with SFAS 95 (ASC-230).  Each component
reconciling the changes in the Company’s cash flows from operating, investing
and financing activities includes components attributable to both continuing and
discontinued operations.  The reconciliation presented at the bottom
of the Statement references cash balances attributable to discontinued
operations.  These cash balances are presented as a consequence of the
Company’s balance sheet classification of certain cash attributed to the
discontinued operation as of December 31, 2007 and 2006.  At the
December 31, 2007 and 2006, cash balances in the amount $952,000 and $1.5
million, respectively, were reported as a component of assets of discontinued
operations rather than a component of cash and cash equivalents.

        4

    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:

                1.

                Years ended December 31, 2008,
      2007 and 2006:

    THE QUIGLEY
CORPORATION

      CONSOLIDATED
STATEMENTS OF CASH FLOWS (REVISED)

      (in
thousands)

                    Year
      Ended

                    Dec
      31, 2008

                    Year
      Ended

                    Dec
      31, 2007

                    Year
      Ended

                    Dec
      31, 2006

                    Cash
      flows from operating activities:

                    Net
      loss

                  $
                  (5,534
                  )

                  $
                  (2,458
                  )

                  $
                  (1,748
                  )

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

                    Loss
      on asset impairment

                  100

                  -

                  -

                    Depreciation
      and amortization

                  745

                  996

                  1,327

                    Loss
      on the sales of fixed assets

                  27

                  20

                  -

                    Sales
      allowance and provision for bad debts

                  1,283

                  (298
                  )

                  (341
                  )

                    Inventory
      valuation provision

                  332

                  438

                  (680
                  )

                    (Increase)
      decrease in assets and liabilities:

                    Accounts
      receivable

                  867

                  182

                  1,664

                    Inventory

                  1,479

                  (987
                  )

                  318

                    Prepaid
      expenses and other current assets

                  80

                  (48
                  )

                  366

                    Other
      assets

                  88

                  83

                  (69
                  )

                    Accounts
      payable

                  156

                  (348
                  )

                  114

                    Accrued
      royalties and sales commissions

                  (290
                  )

                  328

                  451

                    Accrued
      advertising

                  (73
                  )

                  (770
                  )

                  (710
                  )

                    Other
      current liabilities

                  (3,269
                  )

                  1,551

                  265

                    Net
      cash (used in) provided by operating activities

                  (4,009
                  )

                  (1,311
                  )

                  957

                    Cash
      flows from investing activities:

                    Capital
      expenditures

                  (201
                  )

                  (533
                  )

                  (697
                  )

                    Proceeds from the sale of fixed assets

                  17

                  -

                  118

                    Net
      cash flows used in investing activities

                  (184
                  )

                  (533
                  )

                  (579
                  )

                    Cash
      flows from financing activities:

                    Principal
      payments on debt

                  -

                  -

                  (1,464
                  )

                    Stock
      options and warrants exercised

                  64

                  173

                  1,958

                    Net
      cash provided by financing activities

                  64

                  173

                  494

                    Net
      (decrease) increase in cash and cash equivalents

                  (4,129
                  )

                  (1,671
                  )

                  872

                    Cash
      and cash equivalents at beginning of period

                  15,134

                  16,291

                  16,384

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

                  952

                  1,466

                  501

                    Net
      (decrease) increase in cash and cash equivalents

                  (4,129
                  )

                  (1,671
                  )

                  872

                    Less:
      cash and cash equivalents of discontinued operations at end of
      period

                  -

                  (952
                  )

                  (1,466
                  )

                    Cash
      and cash equivalents at end of period

                  $
                  11,957

                  $
                  15,134

                  $
                  16,291

                    Supplemental
      disclosures of cash flow information:

                    Interest

                  $
                  -

                  $
                  -

                  $
                  22

                    Taxes

                  $
                  -

                  $
                  -

                  $
                  89

        5

              2.

              Three
      month periods ended March 31, 2009 and
2008:

    TH