SecProbe.io

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                                                                  April 11, 2006

Amy C. Bruckner
Staff Accountant
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549

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

Dear Ms. Bruckner:

Hemispherx Biopharma, Inc. (the "Company") hereby responds to the comments
contained in your April 3, 2006 comment letter. This letter supercedes our
letter to you dated April 10, 2006. Response numbers correspond to the comment
numbers in your letter.

Item 4.02(a) Form 8-K Filed April 3, 2006

1. The Company will amend its Form 8-K originally filed on April 3, 2006 (the
"8-K") to disclose that March 29, 2006 is the date it was determined that
investors should no longer rely upon the Company's financial statements for the
specified periods. In this regard, we note that, in the 8-K, the Company
disclosed that it had filed a Form 10-K for the fiscal year ended December 31,
2006 without audited financial statements (the "Initial 10-K") and referred to
the Initial 10-K for information on the anticipated restatements. The Initial
10-K discloses the March 29, 2006 date. (see response 2 below for the Company's
anticipated revised disclosure).

2. The Company will revise the 8-K to clarify that it believes that the guidance
set forth within EITF No. 00-27: Application of issue No. 98-5 were not
interpreted correctly, and therefore, not applied correctly as set forth in the
applicable guidance.

The anticipated revised disclosure is as follows:

      "During the preparation of the Company's annual report on Form 10-K for
      the fiscal year ended December 31, 2005, after discussions with the Audit
      Committee

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      and BDO Seidman, LLP, the Company's Independent Registered Public
      Accounting Firm, and after doing additional analysis on guidance set forth
      in EITF 00-27: Application of Issue No. 98-5 to Certain Convertible
      Instruments ("EITF 00-27"), it was determined that the interpretation of
      the accounting guidelines under EITF 00-27 applied to the initial
      recording of our convertible debentures that contained beneficial
      conversion features, the investment banking fees incurred with regard to
      the issuance of the convertible debentures, and the subsequent debenture
      conversion price and related warrant price resets dating back to 2003 was
      not correctly applied. As a result, we are required to restate our
      historical financial statements to account for certain non-cash expenses
      reflected in our interim financial statements from 2003 through 2005, and
      our annual financial statements for the years ended December 31, 2003 and
      2004.

      All of the above issues relate to accounting for convertible debt,
      additional paid-in capital and related non-cash financing charges. These
      non-cash charges do not affect the Company's revenues, cash flows from
      past or future operations, or its liquidity.

      On March 29, 2006, after discussions with the audit committee and BDO
      Seidman, LLP the audit committee agreed with management's recommendations
      and concluded that the previously issued financial statements included in
      the Forms 10-Q and Forms 10-K for the periods ended from March 31, 2003 to
      December 31, 2005, should not be relied upon." (emphasis added)

3. The Company will revise the 8-K to clarify that it intends to amend its Forms
10-Q for the quarters ended March 31, 2005, June 30, 2005 and September 30,
2005. The amended Forms 10-Q will include the restated 2004 quarterly and
year-to-date consolidated financial statements.

The anticipated revised disclosure is as follows:

      "The Company has filed its Form 10-K for the year ended December 31, 2005
      (the "Report") without audited financial statements. The anticipated
      restatements of the Company's financial statements for the years ended
      December 31, 2003 and 2004 are contained therein. As audited financial
      statements are not contained in the Report, the Report does not satisfy
      all requirements under the Securities Exchange Act and, therefore, is
      deficient. Based on representations from BDO Seidman, LLP, the Company
      anticipates that it will file an amendment to the Report containing
      audited financial statements within the next 30 days and file it's Forms
      10-Q for the quarters ended March 31, 2005, June 30, 2005 and September
      30, 2005 which will contain restated 2004 quarterly and year-to-date
      financial statements, as soon as practicable thereafter".

4. The Company will revise the 8-K to specify whether it has considered the
adequacy of its previous assertions regarding disclosure controls and
procedures.

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The anticipated additional disclosure is as follows:

      "At the time of their assessments of the effectiveness of the Company's
      controls and procedures at the end of the periods reflected in prior
      reporting periods that now need to be restated, the Company's Chief
      Financial Officer and Chief Executive Officer believed that the Company's
      controls were effective. This includes the Company's interpretation and
      application of EITF No. 00-27 with regard to the original recording of its
      convertible debentures containing embedded conversion features, the
      related valuation of common stock warrants, the investment banking fees
      incurred with regard to the issuance of the convertible debentures, and
      the subsequent conversion and warrant price resets dating back to 2003.
      Although the Company did not rely upon them, the Company notes that
      unqualified audit opinions by its independent registered public accounting
      firm were issued for the years ended December 31, 2003 and 2004.

      In retrospect, it appears that the Company's belief in the adequacy of
      disclosure controls and procedures was not accurate; therefore, the
      Company will, for the quarters in its Quarterly reports on Form 10-Q for
      the periods ended March 31, 2005, June 30, 2005 and September 30, 2005,
      which will also cover the corresponding periods in 2004, amend its
      assertions regarding disclosure controls and procedures to reflect the
      material weaknesses regarding its initial recording of its convertible
      debentures that contained beneficial conversion features, the investment
      banking fees incurred with regard to the issuance of the convertible
      debentures, and the subsequent debenture conversion price and related
      warrant price resets.

      The root of the referenced non-cash restatements above stems from the
      entering into convertible debenture arrangements by the Company for the
      periods from March 2003 through July 2004. The Company has not entered
      into any debenture arrangements thereafter. The Company implemented
      compliance with Section 404 of the Sarbanes Oxley Act of 2002 in the
      fourth quarter 2004 and subsequently concluded that its internal controls
      over financial reporting were effective as of December 31, 2004. Although
      the Company did not rely on them, the Company's independent register
      public accounting firm concurred with the Company's assessment in their
      "Report of Independent Registered Public Accounting Firm on Internal
      Control Over Financial Reporting" issued within the Company's Annual
      Report on Form 10-K for the year ended December 31, 2004. These
      convertible debenture arrangements are inherently complicated and are not
      classified as normal recurring transactions. The Company has taken, and
      plans to take, additional steps to remediate these material weaknesses
      concerning its accounting for the convertible debentures that contained an
      embedded conversion feature, the related valuation of common stock
      warrants, the investment banking fees incurred with regard to the issuance
      of the convertible debentures, and the subsequent conversion and warrant
      price resets, and enhance its disclosure controls over financial
      reporting. In March 2006, the Company increased the time allocated by its
      financial consultant with regards to remediating these disclosed internal
      control weaknesses so that the financial consultant may further assist the
      Company with implementing processes and procedures to enhance its internal
      control framework. The financial consultant, with management, will spend
      additional time monitoring the Company's internal controls on an on-going
      basis. In addition, the Company has subscribed to CCH's "Accounting
      Research Manager," a recognized on-line service in order to maintain
      up-to-date accounting guidance to enhance internal control over both
      financial reporting and disclosure requirements.

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      Although the Company has not concluded its evaluation of material
      weaknesses, the Company believes the material weaknesses are limited to
      the its accounting for convertible securities with beneficial conversion
      features and related warrant issuances and the related financial statement
      close and reporting process."

The Company acknowledges that: (i) it is responsible for 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 Peterson
                                                     Robert Peterson,
                                                     Chief Financial Officer

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