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Via Facsimile and U.S. Mail Mail Stop 6010                                                                                                   April 3, 2006  Mr. William A. Carter, MD Chief Executive Officer Hemispherx Biopharma, Inc. 1617 JFK Boulevard Philadelphia, PA 19103

 Re: Hemispherx Biopharma, Inc.
 Item 4.02(a) Form 8 -K filed April 3, 2006
 File No. 001-13441

Dear Dr. Carter:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should revise your doc ument in response to these comments. If
you disagree, we will consider your explanation as to why our comments are inapplicable
or revisions are unnecessary. In some of our  comments, we ask you to provide us with
information so we may better  understand your disclosure.
  Please understand that the purpose of our re view 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 number listed at  the end of this letter.
 Item 4.02 (a) Form 8-K filed April 3, 2006

 1. Please revise your disclosure to clearl y state the date on which you determined
that investors should no longer rely u pon your financial statements for the
specified periods.
 2. Please revise your disclosure to clarify whether you “incorrectly  applied” certain
accounting principles with respect to your debentures and warrants issued
between March 2003 and August 2005, or sp ecify the “incorrect accounting
principle” that you applied. If you applied an incorrect accounting principle, then

Dr. William A. Carter
Hemispherx Biopharma, Inc. April 3, 2006 Page 2
 provide us with additional information regarding how you determined that an
alternative principle(s) are more appropriate and specify whether the
circumstances surrounding your restatemen t relate to a change in accounting
principle.
 3. Please revise your disclosure to specif ically clarify which amended Forms 10-Q
you intend to file, that is, whether you w ill file Forms 10-Q for the periods ended
March 31, 2005, June 30, 2005 and September 30, 2005. Your current disclosure implies that you will also amend your Forms 10-Q for those same periods in fiscal
2004.
 4. Please revise your disclosure to spec ify whether you have reconsidered the
adequacy of your previous assertions  regarding disclosure controls and
procedures, specific to all of the appli cable periods affected by your decision to
restate, in light of the material erro rs and issues that you have described.

*    *    *    *

Please revise your filing and provide us  the information requested within 5
business days of the date of this letter or tell us when you will provide a response prior to
the expiration of the 5-day period. Please furn ish a letter with your response that keys
your response to our comments.  Detailed letters greatly faci litate our review.  You should
file the letter on EDGAR under the form t ype label CORRESP.  Pl ease understand that
we may have additional comments after re viewing your response to our comments.

 We urge all persons who are responsible  for the accuracy and adequacy of the
disclosure in the filing to be certain that  they have provided all information required
under the Securities Exchange Act of 1934 and that they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating 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 co mments, please provide, in your letter, 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 comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

Dr. William A. Carter
Hemispherx Biopharma, Inc. April 3, 2006 Page 3

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

If you have any questions, please do not hesitate to call me at (202) 551-3657.

 Sincerely,
          A m y  C .  B r u c k n e r          S t a f f  A c c o u n t a n t