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Via Facsimile and U.S. Mail Mail Stop 6010                                                                                                   December 27, 2007   William A. Carter, M.D. Chief Executive Officer Hemispherx Biopharma, Inc.  1617 JFK Boulevard  Philadelphia, Pennsylvania 19103
Re: Hemispherx Biopharma, Inc.
 Form 10-K for the Year Ended December 31, 2006
 Filed March 19, 2007  File No. 001-13441

Dear Dr. Carter:
We have reviewed your filing and have the following comments. In our
comments, we ask you to provide us with  information to better understand your
disclosure. Where a comment requests you to  revise disclosure, the information you
provide should show us what the revised disc losure will look like and identify the annual
or quarterly filing, as appli cable, in which you intend to fi rst include it.  If you do not
believe that revised disclosure  is necessary, explain the reason in your response.  After
reviewing the information provided, we may raise additional comments and/or request
that you amend your filing.   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 on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 Item 11.  Executive Compensation

 General

1. We note your disclosure on page 69 i ndicating that certain named executive
officers were awarded stock options in 2006.  Item 402(d) of Regulation S-K requires that you provide in tabular format  information concerning each grant of

William A. Carter, M.D.
Hemispherx Biopharma, Inc.
December 27, 2007 Page 2
an award made to a named executive officer in the last completed fiscal year.  Please amend your filing to provide the information required by Item 402(d).

Summary Compensation Table – 2006, page 76

Director Compensation – 2006, page 80

2. We note that Note 1 to the Summary Compensation table and Note 2 to the
Director Compensation ta ble indicate that the numbers reported under the
respective Option Awards columns are the total fair values of option awards granted in 2006.  Item 402( c)(2)(vi) and Item 402(k)(2 )(iv) provide that the
Option Awards columns should disclose the dollar amount recognized for financial statement reporting purposes w ith respect to the fiscal year in
accordance with FAS 123(R).  Please conf irm whether the numbers disclosed
under the Option Awards columns are the amounts recognized for financial statement purposes for the 2006 fiscal year.  If that is not the case, please amend
the Summary Compensation table and the Di rector Compensation table to provide
the appropriate amounts.
 Director Compensation – 2006, page 80

3. Please amend the Director Compensation table to disclose the information
required by Instruction to Item 402(k)(2)(ii i) and (iv) of Regulation S-K.  Also,
supplementally, please confirm if the $99,360 that Mr. Etheridge received per his Engagement Agreement included the value of the loan that was forgiven on February 24, 2006 or, if that is not the case, please provide us with an analysis supporting your determination that the value of the $60,000 loan should not be
included in Mr. Etheridge’ s total compensation for 2006.

*    *    *    *
Please respond to these comments within  10 business days or tell us when you
will provide us with a response.  Please furnish a letter that  keys your responses to our
comments and provide the requested information.  Detailed letters gr eatly facilitate our
review.  Please furnish your letter on EDGAR under the form type label CORRESP.
  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 all in formation required under
the Securities Exchange Act of 1934 and th at 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:

William A. Carter, M.D.
Hemispherx Biopharma, Inc. December 27, 2007 Page 3
 • 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.

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 comment on your filing.
Please contact Sebastian Gomez Abero at (202) 551-3578 or me at (202) 551-
3715 with any questions.          S i n c e r e l y ,             J e f f r e y  P .  R i e d l e r          A s s i s t a n t  D i r e c t o r