SecProbe.io

August 31, 2011
 Via E-mail

Charles T. Bernhardt, CPA Hemispherx Biopharma, Inc. One Penn Center 1617 JFK Blvd., Suite 660 Philadelphia, PA 19103
Re: Hemispherx Biopharma, Inc.
 Preliminary Schedule 14A
Filed August 22, 2011 File No. 001-13441

Dear Mr. Bernhardt:
 We have reviewed your filing and have the following comment.
 Please respond to this letter within ten bus iness days by filing revised preliminary proxy
soliciting materials. If you do not  believe our comment applies to  your facts and circumstances
or do not believe a revision is  appropriate, please tell us why in your response.
 After reviewing any revision or the informa tion you provide in response to this comment,
we may have additional comments.

1. We note that you have included a propos al in your proxy statement soliciting
a shareholder advisory vote on executiv e compensation.  Please revise your
proxy statement to also include a separate proposal soliciting a shareholder advisory vote on the frequency of  shareholder votes on executive
compensation as required by Rule 14A-21(b).

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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.
 In responding to our comment, please provide a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

Charles T. Bernhardt Hemispherx Biopharma, Inc.  August 31, 2011 Page 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

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

 Please contact Nandini Achary a at (202) 551-3495 or me at (202) 551-3715 with any
other questions.
Sincerely,
   /s/ Jeffrey Riedler     Jeffrey Riedler
Assistant Director
    cc: Via E-mail

Richard Feiner, Esq. Of Counsel Silverman Sclar Shin & Byrne PLLC 381 Park Avenue South New York, NY 10016