SecProbe.io

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Mail Stop 3-9							March 31, 2005

John A. Skolas, Esquire
Executive Vice President, Chief Financial Officer,
	General Counsel and Secretary
Genaera Corporation
5110 Campus Drive
Plymouth Meeting, Pennsylvania 19462

Re:	Genaera Corporation
	Preliminary Proxy Statement on Schedule 14A
      Filed March 29, 2005
	File No. 0-19651

Dear Mr. Skolas:

      We have conducted a limited review of your filing solely
with
respect to proposal number one and have the following comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

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

Proposal One: Amendment to the company`s third amended and
restated
certificate of incorporation to increase the number of authorized
shares of common stock.

Please expand the discussion to state whether you have any plan,
commitment, arrangement, understanding, or agreement, written or
oral, regarding the issuance of common stock subsequent to the
increase of authorized shares.

* * * * *
Mr. John A. Skolas
Genaera Corporation
March 31, 2005
Page 2

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested supplemental information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating 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 comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	Please contact John L. Krug, Senior Counsel, at (202) 942-
2979,
or me at (202) 942-1840 with any other questions.

Sincerely,

Jeffrey Riedler
Assistant Director

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