SecProbe.io

May 22, 2012

Via E -mail
Mr. C. Evan Ballantyne
Chief Financial Officer
Synthetic Biologics, Inc.
3985 Research P ark Drive
Suite 200
Ann Arbor, MI  48108

Re: Synthetic Biologic , Inc.
Item 4.0 2 Form 8 -K Dated May 1, 2012
Filed  May 3, 2012
  File No. 001-12584

Dear Mr.  Ballantyne :

We have reviewed your filing and have the following comment .  In our comment , we
may ask you to provide us with information so we may better understand your disclosure.

Please r espond to this letter within five  business days by amending your filing  or by
advising us when you will provide the requested response .   If you  do not believe our comment
applies to your facts and circumstances or do not believe an amendment is appropriate, please
tell us why in your response.  Please furnish us a letter on EDGAR under the form type label
CORRESP that key s your response  to our comment .

After reviewing any amendm ent to your filing and any  information you provide in
response to the comment, we may have additional comments.

Item 4.0 2. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or
Completed Interim Review

You filed your Form 8-K under Item 4.02 of 8 -K and refer therein to an audit opinion included in
the Company’s Annual Report on Form 10 -K for the year ended December 31, 2011 that was
issued by a partner at Berman & Company who was not authorized under the PCAOB rules to
issue the opinion or act as the Company’s named engagement partner with respect to the Form
10-K audit or subsequent interim reviews.   Your disclosure under this item, however, does not
specifically state that the audit report nor any annual and subsequent int erim financial statements
should not be relied upon.   Please revise your disclosure to identify the previously issued audit
report and annual and subsequent interim financial statements , as applicable that  should no
longer be relied upon.   Refer to requir ements of Item 4.02(b)  of Form 8 -K.

Mr. C. Evan Ballantyne
Synthetic Biologics,  Inc.
May 22, 2012
Page 2

 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 the information the Securities  Exchange Act of
1934 and all applicable Excha nge Act rules require.   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 responding to our comment, please pr ovide  a written 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.

 You may contact  Christine Allen, Staff Accountant, at (202) 551 -3652  if you have
questions regarding the comment .  In this regard, do not hesitate to contact me, at  (202) 551 -
3679.
Sincerely,

 /s/ Jim B. Rosenberg

        Jim B. Rosenberg
        Senior Assistant Chief  Accountant