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CORRESP
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filename1.htm

      January
5, 2010

      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 verbal comments provided to the Company on
December 15, 2009.  To assist your review, we have typed 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 clarify what the charge for the $103,000
      represents.

      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 due principally to damaged product, claimed shortages and other
related returns 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

      Item 8.  Financial
Statements and Supplementary Data

      Consolidated Financial
Statements

      Consolidated Statements of
Cash Flows, page F-4

                2.

                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,
      2008 in response to prior comment three.  Please explain to us
      why the cash flows related to the proceeds from the sale of Darius are not
      presented within your 2008 investing activities for the fiscal year ended
      December 31, 2008 and the interim periods of
  2008.

      Response:

      The
Company has revised the presentation of its Statement of Cash Flows (the
“Statement”) to present the proceeds from the sale of Darius as an investing
activity.

      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)

      (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

                Gain
      on disposal of health and wellness operations

              (736
              )

              -

              -

                Loss
      on the sales of fixed assets

              17

              20

              -

                Sales
      allowance and provision for bad debts

              1,283

              (298
              )

              (341
              )

                Inventory
      valuation provision

              832

              438

              (680
              )

                (Increase)
      decrease in assets and liabilities:

                Accounts
      receivable

              778

              182

              1,664

                Inventory

              323

              (987
              )

              318

                Prepaid
      expenses and other current assets

              (353
              )

              (48
              )

              366

                Other
      assets

              53

              83

              (69
              )

                Accounts
      payable

              311

              (348
              )

              114

                Accrued
      royalties and sales commissions

              41

              328

              451

                Accrued
      advertising

              (63
              )

              (770
              )

              (710
              )

                Other
      current liabilities

              (1,847
              )

              1,551

              265

                Net
      cash (used in) provided by operating activities

              (4,050
              )

              (1,311
              )

              957

                Cash
      flows from investing activities:

                Proceeds
      for the sale of health and wellness operations

              1,000

              -

              -

                Capital
      expenditures

              (200
              )

              (533
              )

              (697
              )

                Proceeds from the sale of fixed assets

              10

              -

              118

                Net
      cash flows provided by (used in) investing
      activities

              810

              (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

              (3,176
              )

              (1,671
              )

              872

                Cash
      and cash equivalents at beginning of period

              15,133

              17,757

              16,885

                Less:
      cash and cash equivalents of discontinued operations
      at end of period reported as a component of assets of discontinued
      operations

              -

              (953
              )

              -

                Cash
      and cash equivalents at end of period

              $
              11,957

              $
              15,133

              $
              17,757

                Supplemental
      disclosures of cash flow information:

                Interest

              $
              -

              $
              -

              $
              22

                Taxes

              $
              -

              $
              -

              $
              89

          4

      2.  Three month periods ended
March 31, 2009 and 2008:

      THE
QUIGLEY CORPORATION

      CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS (REVISED)

      (in
thousands)

      (unaudited)

                Three
      Months

                  Ended
March
      31, 2009

                Three
      Months

                  Ended
March
      31, 2008

                Cash
      flows from operating activities:

                Net
      loss

              $
              (2,199
              )

              $
              (1,569
              )

                Adjustments
      to reconcile net loss to net cash provided by (used in) continuing
      operations:

                Depreciation
      and amortization

              157

              182

                Gain
      on disposal of health and wellness operations

              -

              (736
              )

                Sales
      allowance and provision for bad debts

              (536
              )

              (277
              )

                Inventory
      valuation provision

              (176
              )

              23

                Changes
      in operating assets and liabilities:

                Accounts
      receivable

              3,264

              3,482

                Inventory

              (69
              )

              (180
              )

                Accounts
      payable

              (403
              )

              94

                Accrued
      royalties and sales commissions

              (158
              )

              34

                Accrued
      advertising

              (214
              )

              (163
              )

                Other
      operating assets and liabilities, net

              692

              (754
              )

                Net
      cash provided by operating activities

              358

              136

                Cash
      flows from (used by) investing activities:

                Proceeds
      for the sale of health and wellness operations

              -

              1,000

                Capital
      expenditures

              (71
              )

              (12
              )

                Net
      cash flows provided by (used in) investing activities

              (71
              )

              988

                Cash
      flows from financing activities:

                Stock
      options and warrants exercised

              -

              8

                Net
      cash provided by financing activities

              -

              8

                Net
      increase in cash and cash equivalents

              287

              1,132

                Cash
      and cash equivalents at beginning of period

              11,957

              15,133

                Cash
      and cash equivalents at end of period

              $
              12,244

              $
              16,265

                Supplemental
      disclosures of cash flow information:

                Interest

              $
              -

              $
              -

                Taxes

              $
              -

              $
              -

          5

If you
have any questions or comments with respect to the Company’s responses, please
contact the undersigned at (215) 345-0919, our attorneys, Mr. Jason Barr at
(212) 549-5428 or Mr. Herbert Kozlov at (212) 549-0241.

                Sincerely,

                /s/ Robert V. Cuddihy, Jr.

                Robert
      V. Cuddihy, Jr.

                Interim
      Chief Financial Officer

                cc:

                United
      States Securities and Exchange
Commission

      Dana Hartz, Staff
Accountant

      Don Abbott, Review
Accountant

      Bryan Pitko, Staff
Attorney

      Jeffrey Riedler, Assistant
Director

      The Quigley Corporation

      Ted Karkus, Chief Executive
Officer

      Reed Smith LLP

      Herbert F. Kozlov, Esq.

      Jason Barr, Esq.

          6