SecProbe.io

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                                Company Leterhead
                           Hemispherx Biopharma, Inc.
                                 1617 JFK Blvd.
                          Philadelphia, PA. 19103-1806

                                  July 24, 2008

Jeffrey Riedler
Assistant Director
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549

         Re:      Hemispherx Biopharma, Inc.
                  Schedule 14A
                  Filed July 16, 2008
                  File No. 1-13441

Dear Mr. Riedler:

Hemispherx  Biopharma,  Inc.  (the  "Company"),  hereby  responds to the comment
contained in your July 18, 2008 comment letter.

Proposal No. 3

Comment 1. Please  revise your  disclosure  in the proxy  statement to provide a
complete description of the terms of the common stock purchase agreement.

Response:  Per our counsel's  conversation  with the staff, our proposed revised
language is provided on Attachment A hereto. After the staff has had a chance to
review the revised  language and discuss it with our  counsel,  the Company will
file either an amended Preliminary Schedule 14A or a Definitive Schedule 14A.

The Company  acknowledges  that:  (i) it is  responsible  for the  adequacy  and
accuracy  of the  disclosure  in the filing;  (ii) 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 (iii) 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.

                                                      Very truly yours,
                                                     /s/ Robert E. Peterson
                                                     ----------------------
                                                     Robert E. Peterson
                                                     Chief Financial Officer

<PAGE>

Jeffrey Riedler
July 24, 2008
Page - 2

                                  Attachment A

Proposal 3, as revised would read as follows:

                   APPROVAL OF THE ISSUANCE OF COMMON STOCK TO
                   COMPLY WITH AMEX COMPANY GUIDE SECTION 713

         In connection with the transaction  described below with Fusion Capital
Fund II, LLC  ("Fusion  Capital"),  we are seeking  approval of the  issuance of
Common Stock that could exceed  14,823,651  shares, or 19.99% of the outstanding
shares of Common  Stock.  Section 713 of the American  Stock  Exchange  ("AMEX")
Company Guide provides that we must obtain stockholder approval before issuance,
at a price  per  share  below  market  value,  of common  stock,  or  securities
convertible into common stock,  equal to 20.0% or more of our outstanding common
stock (the "Exchange Cap"). The Purchase Agreement described below provides that
no sales can be made if they would cause us to violate the Exchange Cap.

Fusion Transaction

         On July 2, 2008, we entered into a Common Stock Purchase Agreement with
Fusion Capital,  an Illinois  limited  liability  company as amended on July 23,
2008 ("Purchase  Agreement").  Under the Purchase  Agreement,  Fusion Capital is
obligated,  under certain conditions, to purchase shares from us in an aggregate
amount of up to $30  million  from time to time over a  twenty-five  (25)  month
period. Under the terms of the Purchase Agreement, Fusion Capital has received a
commitment fee  consisting of 650,000 shares of our common stock.  Also, we will
issue to Fusion  Capital up to an additional  650,000 shares as a commitment fee
pro rata as we receive the $30 million of future funding.

         Under  the  Purchase  Agreement  and  a  related   Registration  Rights
Agreement with Fusion  Capital we are required to file a registration  statement
with the  Securities  and Exchange  Commission  ("SEC") and  register  under the
Securities  Act of 1933 (1) 650,000  shares  which have already been issued as a
commitment  fee,  (2) an  additional  650,000  shares  which we may issue in the
future as a  commitment  fee pro rata as we  receive  up to the $30  million  of
future  funding and (3) at least  13,523,651  shares which we may sell to Fusion
Capital after the registration statement is declared effective.

         We do not have the right to commence  any sales of our shares to Fusion
Capital until the SEC has declared effective the registration  statement.  After
the SEC has declared  effective such registration  statement,  generally we have
the right but not the obligation  from time to time to sell our shares to Fusion
Capital  in amounts  between  $120,000  and $1.0  million  depending  on certain
conditions.  We have the right to control  the timing and amount of any sales of
our  shares  to  Fusion  Capital.  The  purchase  price  of the  shares  will be
determined  based upon the market price of our shares without any fixed discount
at the time of each  sale.  Fusion  Capital  does not  have  the  right  nor the
obligation  to purchase  any shares of our common stock on any business day that
the price of our common stock is below $0.40.  There are no negative  covenants,
restrictions on future fundings, penalties or liquidated damages in the Purchase
Agreement or the Registration  Rights Agreement.  The Purchase  Agreement may be
terminated by us at any time at our discretion without any cost to us.

<PAGE>
Jeffrey Riedler
July 24, 2008
Page - 3

Purchase Of Shares Under The Common Stock Purchase Agreement

         Under the common stock purchase agreement, on any business day selected
by us, we may direct  Fusion  Capital to  purchase  up to $120,000 of our common
stock. The purchase price per share is equal to the lesser of:

o        the lowest sale price of our common stock on the purchase date; or

o        the average of the three lowest closing sale prices of our common stock
         during  the  twelve  consecutive  business  days prior to the date of a
         purchase by Fusion Capital.

         The purchase price will be equitably  adjusted for any  reorganization,
recapitalization,  non-cash dividend,  stock split, or other similar transaction
occurring  during the business days used to compute the purchase  price.  We may
direct Fusion  Capital to make multiple  purchases from time to time in our sole
discretion; no sooner then every two business days.

Our Right To Increase the Amount to be Purchased

                  In addition to purchases of up to $120,000  from time to time,
we may also from time to time elect on any single business day selected by us to
require  Fusion  Capital  to  purchase  our  shares in an amount up to  $150,000
provided  that our share price is not below $0.80 during the two  business  days
prior to and on the purchase date. We may increase this amount to up to $250,000
if our share price is not below $1.25 during the two business  days prior to and
on the purchase date. This amount may also be increased to up to $500,000 if our
share price is not below $1.75 during the two business  days prior to and on the
purchase  date.  This amount may also be  increased to up to  $1,000,000  if our
share price is not below $4.00 during the two business  days prior to and on the
purchase  date. We may direct Fusion  Capital to make multiple  large  purchases
from time to time in our sole  discretion;  however,  at least two business days
must have passed since the most recent large purchase was  completed.  The price
at which our common stock would be  purchased  in this type of larger  purchases
will be the  lesser of (i) the  lowest  sale  price of our  common  stock on the
purchase date and (ii) the lowest purchase price (as described above) during the
previous ten business days prior to the purchase date.

Minimum Purchase Price

         Under  the  common  stock  purchase  agreement,  we have set a  minimum
purchase price ("floor price") of $0.40.  However,  Fusion Capital does not have
the right nor the  obligation  to purchase any shares of our common stock in the
event  that the  purchase  price  would be less the floor  price.  Specifically,
Fusion Capital does not have the right or the  obligation to purchase  shares of
our common  stock on any  business day that the market price of our common stock
is below $0.40.

<PAGE>
Jeffrey Riedler
July 24, 2008
Page - 4

Events of Default

         Generally,  Fusion  Capital may  terminate  the common  stock  purchase
agreement  without any liability or payment to us upon the  occurrence of any of
the following events of default:

o        the  effectiveness of the registration  statement lapses for any reason
         (including,  without  limitation,  the  issuance of a stop order) or is
         unavailable  to Fusion  Capital  for sale of our common  stock  offered
         hereby and such lapse or  unavailability  continues for a period of ten
         consecutive  business days or for more than an aggregate of 30 business
         days in any 365-day period;

o        suspension by the AMEX of our common stock from trading for a period of
         three consecutive business days;

o        the  de-listing  of our common stock from the AMEX  provided our common
         stock is not immediately  thereafter trading on the Nasdaq OTC Bulletin
         Board Market,  the Nasdaq Global Market,  the Nasdaq Capital Market, or
         the New York Stock Exchange;

o        the transfer  agent`s failure for five business days to issue to Fusion
         Capital  shares of our common stock which Fusion Capital is entitled to
         under the common stock purchase agreement;

o        any material breach of the  representations  or warranties or covenants
         contained  in the  common  stock  purchase  agreement  or  any  related
         agreements  which has or which could have a material  adverse effect on
         us subject to a cure period of five business days; or

o        any participation or threatened participation in insolvency or
         bankruptcy proceedings by or against us; or

o        the issuance of an aggregate of 14,823,651 shares to Fusion Capital
         under our agreement if we fail to obtain the requisite stockholder
         approval.

Our Termination Rights

         We have the  unconditional  right at any  time for any  reason  to give
notice to Fusion Capital  terminating the Purchase Agreement without any cost to
us.

No Short-Selling or Hedging by Fusion Capital

         Fusion  Capital  has agreed that  neither it nor any of its  affiliates
shall  engage in any direct or indirect  short-selling  or hedging of our common
stock  during any time prior to the  termination  of the common  stock  purchase
agreement.

<PAGE>
Jeffrey Riedler
July 24, 2008
Page - 5

Use of Proceeds

         We  anticipate   using  the  proceeds  from  this   financing  to  fund
infrastructure growth including manufacturing,  regulatory compliance and market
development, as well as to prospectively fund market opportunities and strategic
partnerships.

         As of July 8, 2008,  the closing bid price for our common  stock on the
American Stock Exchange was $1.07 per share.  Assuming a purchase price of $1.07
per share,  approximately  28,037,383  shares of common stock  (exclusive of the
shares issuable as a commitment fee  "Commitment  Shares") would be issued under
the Purchase Agreement to realize the entire $30,000,000.

         On July 2, 2008, we had 74,155,334  outstanding shares of Common Stock.
Accordingly,  we cannot issue more than  14,823,651  shares (the "Exchange Cap")
under the  Purchase  Agreement  (inclusive  of the  Commitment  Shares)  without
obtaining stockholder approval.

         To assure that we are in compliance  with Company Guide Section 713 and
to  permit  us to sell  shares  under the  Purchase  Agreement  in excess of the
Exchange  Cap, we are  requesting  your approval of the issuance of Common Stock
that could exceed 19.99% of the outstanding shares of Common Stock (inclusive of
the Commitment Shares).

         Copies of the Purchase Agreement and the Registration  Rights Agreement
have been filed as exhibits to our Current Report on Form 8-K dated and filed on
July 8, 2008.

Previous transactions with Fusion Capital

         In July 2005 we entered into a prior common  stock  purchase  agreement
with Fusion Capital,  pursuant to which we sold an aggregate of 8,791,838 shares
for total gross proceeds of $20,000,000.

         In April 2006 we entered into a prior common stock  purchase  agreement
with Fusion Capital, pursuant to which we sold an aggregate of 10,682,032 shares
for total gross proceeds of $19,739,131 through November, 2007.

Effects of issuance of the shares

         A  significant  number  of  shares  will be  issuable  pursuant  to the
Purchase Agreement.  To the extent that a significant number of these shares are
issued,   there  will  be  a  substantial  pro  rata  dilution  to  our  current
stockholders.  In addition,  because these shares will be registered  for public
sale,  such  sales,  or the  anticipation  of the  possibility  of  such  sales,
represents  an overhang on the market and could  depress the market price of our
common stock.

         If issuance of these  shares is not approved by  stockholders,  we most
likely will not be able to realize  the entire  $30,000,000  under the  Purchase
Agreement.

THE BOARD OF  DIRECTORS  DEEMS  PROPOSAL  NO. 3 TO BE IN THE BEST  INTERESTS  OF
HEMISPHERX AND ITS STOCKHOLDERS AND RECOMMENDS A VOTE "FOR" APPROVAL THEREOF.

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