SecProbe.io

July 1,  2015

Via E - Mail
M. Scott Salka
Chief Executive Officer
AmpliPhi Biosciences Corporation
4870 Sadler Road, Suite 300
Glen Allen, VA 23060

Re: AmpliPhi Biosciences Corporation
  Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A
  Filed June 24, 2015
  File No. 000 -23930

Schedule 13E -3 filed by AmpliPhi Biosciences Corporation
Filed June 2, 2015
File No. 005 -44887

Dear Mr. Salka:

We have reviewed the above filings and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these comments, we may have additional comments.

Schedule 14A

1. The Company states that it “does not expect that the reverse split will result in a reduction
in the number of record holders of the Company’s common stock.” The revised reverse
stock split proposal contemplates that there will be no payment for, or cashing out of,
fractional shares.  The quoted statement implies that the reverse stock split could cause a
reduction in record holders.  Please explain the statement and/or revise your disclosure.

2. We note the revision made to the reverse stock  split proposal, which allows for the
topping -up of fractional shares.  Please provide us supplementally with additional
information and analysis concerning the proposed transaction.  Your response should
include:

M. Scott Salka
AmpliPhi Biosciences Corporation
July 1, 2015
Page 2

  citations to the relevant legal authoritie s upon which you rely to effect the reverse
stock split in the manner contemplated (i.e., applicable state law and/or the
constitutive documents of the company) ;
 a discussion of any material limitations (i.e. contractual obligations) that impact
your abili ty to round up to whole shares any fractional shares that may be created
as a result of a reverse stock split; and
 discussion of any material accounting limitations applicable to the proposed
transaction.

3. Please refer to comment 2 above.  Please include a statement in the proxy statement
affirming, if correct, that the company has the legal authority to effect the proposal in the
manner contemplated.  Please briefly outline the material consequences to the company,
if any, resultin g from the topping -up of fractional shares.

Executive Compensation, page 32

4. We note that your response letter to our comments did not include a response to prior
comment 19 and we reissue the comment.  Please disclose the cash payment you expect
each di rector and officer to receive as a result of the reverse stock split based on their
current share ownership, individually, and in the aggregate.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be ce rtain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange 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.

 You may contact Staff Attorney Preston Brewer at (202) 551 -3969 or me at (202) 551 -
3715 with any questions.

Sincerely,

/s/ Mellissa  Campbell Duru

Mellissa Campbell Duru
       Special Counsel
       Office of Mergers and Acquisitions

cc: Via E -Mail
 Stephen Thau, Esq.
 Morrison & Foerster LLP