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July 16, 2014

BY EDGAR

Jeffrey Riedler

Assistant Director Healthcare and Insurance

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Re: AmpliPhi Biosciences Corporation

Amendment No. 3 to Registration Statement on Form
10

Filed May 22, 2014

Response dated June 10, 2014

File No. 000-23930

Dear Mr. Riedler:

This letter is submitted by AmpliPhi Biosciences Corporation
(the “Company”) in response to the comments of the staff of the Division of Corporation Finance of the Securities
and Exchange Commission (the “Staff”) with respect to the Company’s Form 10-12G/A filed May 22, 2014 (File
No. 000-23930), as set forth in your letter dated June 10, 2014. Below are responses to each of the Staff’s comments. The
text of each comment contained in the Staff’s letter is set forth in italics below, followed by the Company’s response.

Financial Statements

7. Preferred Shares, page F-12

 1. Please confirm our understanding that your Series B convertible preferred stock and your warrants contain price protection
provisions that require a reduction in the conversion price or exercise price as a result of a subsequent at-market issuance of
shares below the instruments’ original strike price, or as a result of the subsequent issuance of another equity-linked instrument
with a lower strike price. Please provide an illustrative example of the operation of your price protection feature for both your
convertible preferred stock and your warrants.

Response:

The Series B convertible preferred stock and warrants
issued in the June and December 2013 financings contain price protection provisions.

Series B: The Series B convertible preferred
stock is subject to antidilution provisions.

The Series B convertible preferred stock converts
into common stock at a ratio equal to the “Series B Conversion Rate,” which is initially set at 10:1.  In other
words, upon issuance, each share of Series B convertible preferred stock was convertible into 10 shares of the Company’s
common stock. The “Series B Conversion Rate” is adjusted in the event of a “Diluting Issue,” which is defined
as any issuance of shares where the consideration received is less than $1.40 per share.  In the event of a Diluting Issue,
the new Series B Conversion Rate will be adjusted such that it will equal the product of (x) the Series B Preferred Conversion
Rate in effect immediately prior to the Dilutive Issue (e.g., 10.0) and (y) a fraction, the numerator of which is the Series B
Stated Value (or $1.40), and the denominator of which is equal to (i) the new per share consideration multiplied by (ii) Series
B Preferred Conversion Rate in effect immediately prior to the Dilutive Issue (or 10.0).

If, after issuing the Series B convertible preferred
stock and prior to a mandatory conversion event, the Company sells shares of its common stock for $0.10, the new Series B Conversion
Rate would equal 10.0 * ($1.40 / ($0.10 * 10.0)), or 14.0.  In this example, then, each Series B share would become convertible
into 14 shares of the Company’s common stock.

Warrants: The warrants contain “full-ratchet”
price protection provisions for the warrant purchase price.

The warrants issued in June 2013 entitled the holders
thereof to purchase shares of common stock at a price per share of $0.14.  If a holder was issued a warrant entitling it to
purchase up to 1,000,000 shares of the Company’s common stock for $0.14 per share, then, absent any adjustments, in order
to exercise the warrant in full and receive the full amount of warrant shares, the holder would need to pay $140,000.00 to the
Company upon exercise.

If, after issuing the warrant, the Company sells shares
of its common stock for $0.10 per share, then the warrant holder’s purchase price per share would be adjusted downward from
$0.14 to $0.10.  The warrant holder could then exercise the warrant in full for $100,000, rather than $140,000, and still
receive all of the warrant shares.

In order to facilitate our understanding
of your analysis of whether embedded derivatives within your Series B Preferred Stock require bifurcation, please identify for
us the nature of the host contract (i.e. more akin to equity or more akin to debt) and provide your supporting analysis. See for
example ASC 815-15-25-1 and ASC 815-15-25-17. In your analysis, please identify each of the features you considered in determining
the nature of the host contract. Please also clarify whether you include or exclude the embedded derivative being evaluated for
separation when determining the nature of the host contract. See ASC 815-10-S99-3 and ASC 815-10-S55-1.

Response:

Management elected to use the whole instrument approach
to analyze the preferred shares. The Company started by analyzing all the major clauses of the preferred shares document (Exhibit
1). During this analysis, the Company determined there were 13 clauses (A-M) that required consideration. As part of the whole
instrument approach, the Company analyzed each clause first individually to determine if it was more like debt or more like equity
(Exhibit 2). After each feature was analyzed, the Company looked at the instrument in totality and weighted each of the features
(Exhibit 3). Management assigned a logical value (1 for debt or a 2 for equity) to each of the clauses. Based on this analysis,
it was determined that the host instrument was more akin to debt. In order to insure that the analysis was accurate, the Company
tried various weightings and determined that the debt finding was correct. The weightings for the equity features would have to
be close to 40% in order for them to trigger the host being more akin to equity. Management determined that those features do not
represent more than double the weight of any other of the features as all the features together were intended to protect the Series
B investor. The Company also re-performed the analysis using the chameleon approach with the same results for further verification.

 2. Please reevaluate whether the conversion option requires bifurcation based on the nature of
the host contract rather than based on the scope exception in ASC 815-10-15-74. In this regard, it does not appear that the economic
characteristics and risks of the option to convert preferred stock to common stock change as a result of the price protection provision.
Please also note that if an embedded conversion feature is bifurcated from the preferred stock and accounted for separately, a
beneficial conversion feature is not recognized.

Response:

In order to determine whether the various features
required bifurcation, the Company first determined whether the feature met the definition of a derivative (Exhibit 4). Based on
this analysis, the Redemption Feature in clause {a}, the dividend feature in clause {b}, the adverse events feature in clause {g},
the liquidation dividend feature in clause {i}, and the two conversion features in clauses {l} and {m} all met the definition of
a derivative. The next step in the process was to determine if the feature was clearly and closely related to the host instrument
(Exhibit 5). Based on this analysis, only the redemption feature in clause {a}, the adverse events feature in clause {g}, the liquidation
feature in clause {i} and the two conversion features in clauses {l} and {m} were not clearly and closely related to the host instrument
and should be bifurcated as a compound derivative. Finally, the Company reviewed the list of Exceptions in 815-10-15 -13 and noted
that the only one requiring consideration was paragraph 74 Certain Contracts Involving an Entity’s Own Equity. Due to the
down round protection in the conversion features, the preferred shares are not indexed to the Company’s own stock and therefore
did not meet this exception.

Upon confirming the accounting treatment of the embedded
conversion feature, the Company will update its valuation of the preferred shares and compound derivative, and the Company is currently
evaluating measurement alternatives.

 3. Please analyze for us whether the optional redemption feature and the liquidation preference
represent embedded derivatives requiring bifurcation.

Response:

Based on the analysis in Exhibits 4 and 5 attached
hereto, the redemption feature and the liquidation preference do represent embedded derivatives requiring bifurcation.

In your analysis, please clarify whether
the change-in-control provisions that trigger the liquidation preference result in legal redemption or settlement of the Series
B preferred stock.

Response:

With respect to the Series B convertible preferred
stock, the change-in-control provisions result in a right to receive a certain amount of proceeds from the Company upon a “Change
in Control” (as defined in Section 4.4.8 of the Certificate of Designations for the Series B convertible preferred stock),
but do not result in redemption or settlement of the shares.  If, for example, a third-party acquirer desires to purchase
a majority of the outstanding securities of the Company directly from security holders, and such contemplated purchase constitutes
a “Change in Control,” the holders of the Series B convertible preferred stock would be entitled to the payments described
in Section 4.4.8, but the shares would not be redeemed or settled by the Company.

Please also clarify whether the change-in-control
provisions require net cash settlement only in specific circumstances in which holders of shares underlying the contract also would
receive cash in exchange for their shares.

Response:

The holders of Series B preferred stock are entitled
to payment of the liquidation preference on a “Change in Control” regardless of whether the holders of common stock
are also entitled to payment.

If the optional redemption feature and
the liquidation preference are not required to be bifurcated from the Series B Preferred Stock, please analyze for us whether either
of these features cause the Series B Preferred Stock to be redeemable preferred stock. See ASC 480-10-S99.

Response:

This analysis was not applicable as these features
do require bifurcation per the analysis above.

We do not believe that a Black-Scholes
valuation model appropriately captures the value of instruments that include anti-dilution price protection provisions. In this
regard the Black-Scholes model is a single-path model that does not take into account the potential exercise price adjustments
under your conversion option and warrants’ anti-dilution price protection provisions. Please use an appropriate valuation
model such as a binomial or lattice model.

Response:

The Company has not yet updated its valuation of the
preferred shares and compound derivative and is currently evaluating measurement alternatives pending the resolution of the accounting
treatment of the various features. However, the fair value of the warrant liability issued with the Series B convertible preferred
stock was determined by management with the assistance of an independent third party valuation specialist using the Monte-Carlo
Simulation model. Significant assumptions used in the model for the subject warrants include a 5% probability that the warrant
exercise price would be reset due to future down round financing occurring and a volatility range between 150% and 170%.

9. Business Combinations, page F-16

 4. Please expand your disclosure in this note to specify what you acquired in each business combination
similar to your response in your June 10, 2014 response letter, that is, that you acquired AmpliPhage-001 as part of the Biocontrol
acquisition and AmpliPhage-002 as part of the SPS acquisition and the fair value of each respective in-process research and development
project acquired.

Response:

Management acknowledges the Staff’s comment
and will expand the disclosures in future filings, including the next amendment to the Form 10.

 5. Please tell us whether patents existed at the acquisition date of Biocontrol and SPS. If they
did exist and would have a material effect on your financial statements if recognized separately, please help us understand, notwithstanding
the nonauthoritative literature you cited, why it is appropriate to account for patents, which have a finite life, as if they have
an indefinite life and whether, and if so how, the valuation of the IRP&D asset contemplated their finite life.

Response:

Two patents existed for Biocontrol at the time of
acquisition. SPS had no patents at the time of acquisition. Management acknowledges the Staff’s comment and will recognize
Biocontrol’s patents separately from IPR&D on the upcoming amended filing.

 6. Please explain in layman’s terms what phage and bacterial banks are and why they do not have an alternative future
use at the acquisition date. In your response, please help us understand:

 · Whether the phage and bacterial banks acquired require further development subsequent to the
acquisition date to be used in research and development activities;

 · Whether the company has identified future research and development projects in which it will
use the banks and whether such identification had occurred as of the acquisition date;

 · If the company identified future research and development projects using the banks, whether
it is “reasonably expected” that the company will use the banks in that alternative manner and anticipates economic
benefit from that alternative use.

 · Whether the company’s valuation of the IPR&D asset contemplated the results of future
research and development projects that had not commenced at the acquisition date.

Response:

With the acquisitions of Special Phage Services (“SPS”)
and Biocontol (the “Acquisition”), the Company acquired, along with certain other assets and patents, certain
bacteriophage assets (“phage banks”) and bacteria assets (bacteria library or bacteria bank). The Company acquired
two primary phage species banks with the acquisition of the Biocontrol and two primary species phage banks with the acquisition
of SPS. These acquired phage banks represent several hundred different phage which may kill their target bacterial pathogens. The
acquired bacteria banks represent up to 200 sub-species (isolates) of each of the primary species. The various sub-species (isolates)
of each bacteria bank allow the Company to test the efficacy of each phage on a world-wide basis. The resulting data will be used
to develop a phage mix that may be further developed in human clinical studies for regulatory approval.

The phage banks acquired in each acquisition did require
further development and will continue to require additional development, subsequent to the acquisition date. The Company’s
exclusive focus of development with the acquired phage banks, as of the time of the acquisition, was related to these two applications:

 • wound and skin infections caused by the S. aureus
bacteria

 • lung infections in cystic fibrosis caused by the P.
aeruginosa bacteria

These two applications represented, and continue to
represent, the Company’s most advanced areas of commercial development.

The Company had not formally evaluated future research
and development projects as of the date of either acquisition nor has the Company formally evaluated potential future research
and development projects since acquisition related to the acquired phage banks.

*         *         *

The Company acknowledges that:

 (1) the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

 (2) 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

 (3) 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.

We appreciate your time and attention to the Company’s
response to th