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Mail Stop 6010          May 4, 2009  Dr. William A. Carter, M.D.  Chief Executive Officer Hemispherx BioPharma, Inc. 1617 JFK Boulevard Philadelphia, PA 19103
Re: Hemispherx BioPharma, Inc.  Preliminary Proxy Statement on Schedule 14A  Filed April 30, 2009  File Number 001-13441

Dear Dr. Carter:

We have limited our review of your filing to  the issues we have addressed in our
comments below.  Where indicated, we th ink you should revise your document in
response to these comments.  If you disagree, we will consider your explanation as to
why our comments are inapplicable or a revision  is unnecessary.  Please be as detailed as
necessary in your explanations.
  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 numbers listed at the end of this letter.
 Preliminary Proxy Statement filed April 30, 2009

1. We note your disclosure on pages 16-17 th at you have entered into agreements
regarding change in control with William A. Carter and Ransom W. Etheridge.  Please expand your filing to provide the disclosure required by Item 402(j) of Regulation S-K.  Please refer to  Item 8 of Schedule 14A.
2. We note your disclosure on page 33 th at you may issue the authorized but
unissued shares that would be available as a result of the approval of Proposal 3 to
(1) attempt to raise capital; (2) acquire addi tional assets; and/or (3) facilitate an
agreement with a potential partner rega rding the marketing, distribution or
manufacturing of your products.  Please  expand your disclosure to provide a

Dr. William A. Carter, M.D.
Hemispherx BioPharma, Inc.
May 4, 2009 Page 2
discussion of any plans to raise capital, acquire additional assets, or enter into an agreement with a potential partner.
3. We note that you seek the approval of  the Hemispherx 2009 Equity Incentive
Plan.  Please provide the di sclosure required by Item 201(d) of Regulation S-K.
Please refer to Item 10(c) of Schedule 14A.

* * * * *

 As appropriate, please amend your filing and respond to these comments within 10 business days or tell us when you will provide us with a response.  You may
wish to provide us with marked copies of th e amendment to expedite our review.  Please
furnish a cover letter with your amendment th at keys your response to our comments and
provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing your
amendment and response to our comment.   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.
  Notwithstanding our comments, in the ev ent the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:
• should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing;

• the action of the Commission or the staff,  acting pursuant to delegated authority,
in declaring the filing effective, does not relieve the company from its full
responsibility for the adequacy  and accuracy of the disclosure in the filing; and

• the company may not assert this action as  a defense in any proceeding initiated by
the Commission or any person under the fe deral securities laws of the United
States.

Dr. William A. Carter, M.D.
Hemispherx BioPharma, Inc. May 4, 2009 Page 3   In addition, please be advi sed that the Division of En forcement 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.    Please contact Rose Zukin at (202) 551-3239 or me at (202) 551-3710 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