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Correspondence Letter

 December 15, 2006

 VIA FEDERAL EXPRESS

 Mr. Jim B. Rosenberg

 Division of Corporation Finance

 United States Securities and Exchange Commission

 450 Fifth Street, N.W.

 Washington, D.C. 20549-0306

Re:
Form 10-K for Fiscal Year Ended December 31, 2005 (the “10-K”) of Antigenics Inc. (the “Company”)

 Dear Mr. Rosenberg:

 This letter responds to the
comments from the Staff of the Securities and Exchange Commission (the “Commission”), dated November 3, 2006, regarding the above-referenced 10-K. We have repeated the text of the comments by number and in bold. Where requested to
provide disclosure-type language, we have underlined the changes to our December 31, 2005 disclosures that we would propose to make in future filings based on the facts at the time.

 Management’s Discussion and Analysis of Financial Condition and Results of Operation

 Critical Accounting Policies and
Estimates

 Research and Development, page 68

 1. You
disclose how you determine your accruals for research and development expenses and you indicate that you subsequently adjust your accruals as you become aware of actual costs. You also indicate that these adjustments could be material. Please
provide us, in a disclosure-type format, a revised discussion that quantifies:

•

the effect that changes in estimates have had on the financial statements for each period presented; and

•

the effect that reasonably likely changes in the key assumptions underlying these estimates as of the latest balance sheet may have on the financial statements.

 Research and Development – Clinical Study Accruals

 Research and development costs are expensed as incurred and were $47,080,000, $41,718,000, and $46,264,000 for the years ended December 31, 2005, 2004, and 2003,
respectively.

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 Research and development expenses include the costs associated with our internal research and development activities,
including salaries and benefits, occupancy costs, clinical manufacturing costs, related administrative costs, and research and development conducted for us by outside advisors, such as sponsored university-based research partners, and clinical study
partners. We account for our clinical study costs by estimating the total cost to treat a patient in each clinical trial and recognizing this cost based on estimates of when the patient receives treatment, beginning when the patient enrolls in the
trial. This estimated cost includes patient-related costs, including laboratory costs, related to the conduct of the trial. Cost per patient varies based on the type of clinical trial, the site of the clinical trial and length of treatment period.
As we become aware of the actual study costs, we adjust our accrual; such a change in estimate may be a material change in our clinical study accrual, which could also materially affect our results of operations. There were no changes to our
estimates during the year ended December 31, 2005. During the year ended December 31, 2004, two of our phase 3 trials were closed to enrollment and an analysis of the assumptions used in our clinical study accruals, primarily the number of
patients in the study as well as the estimated length of the study, resulted in a reduction in our accruals in the amount of $401,000. During the year ended December 31, 2003, we reviewed our budgeted per patient costs which resulted in a
reduction of our clinical study accrual in the amount of $203,000. Clinical study costs included in accrued liabilities on our consolidated balance sheets were $2,608,000 and $3,219,000 at December 31, 2005 and 2004, respectively. Clinical
study costs that are subject to estimation and included in research and development expenses were $1,909,000, $3,534,000 and $5,291,000 for the years ended December 31, 2005, 2004, and 2003, respectively. We believe the effects of reasonably
likely changes in the key assumptions underlying the clinical study cost estimates would not likely have a material effect on the consolidated financial statements.

 Financial Statements and Supplementary Data

 Notes to Consolidated Financial Statements

 Note 15: Debt, page 100

 2. You disclose that the conversion price is
subject to adjustment and that notes surrendered for conversion in connection with certain fundamental changes may in certain circumstances be entitled to an increase in the conversion rate of the notes. You also disclose that you are obligated to
keep effective a shelf registration statement for the shares underlying the conversion of your notes. It appears from your January 25, 2005 indenture agreement that the fundamental changes include a change of control and the termination of
trading; both events that appear to be outside of your control. Please explain to us why you apparently have not bifurcated the embedded conversion feature under EITF 00-19. In your response please address all the requirements of paragraphs 12
through 32 of that consensus. In addition, please provide us, in a disclosure-type format, revised disclosure that clearly indicates:

•

how the initial conversion rate of $10.76 can be adjusted;

•

the nature of the fundamental changes outlined in your indenture agreement;

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•

the circumstances that could increase the conversion rate of the notes when a fundamental change exists; and

•

your consideration for the separate derivative accounting for the conversion feature of the notes.

 Our Consideration of the Guidance in Paragraphs 12-32 of EITF 00-19:

 We reviewed Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities (“SFAS No. 133”), to determine whether the notes issued by us
contain embedded derivative features that require bifurcation and separate accounting as derivatives.

 In accordance with paragraph 199 of
SFAS No. 133, the conversion feature is essentially a call option on our stock. Under the provisions of SFAS No. 133, our accounting depends on whether a separate instrument with the same terms as the embedded written option would be a
derivative instrument pursuant to paragraphs 6–11 of SFAS No. 133. Paragraph 11(a) of SFAS No. 133 states that if the contract is both (1) indexed to a company’s own stock and (2) classified in stockholders’
equity, then it will not be considered an embedded derivative that requires bifurcation under SFAS No. 133. EITF Issue No. 01-6, The Meaning of “Indexed to a Company’s Own Stock” (“EITF 01-6”), provides
guidance on the meaning of “indexed to a company’s own stock” and applies to instruments for which “settlement is based on changes in the issuing company’s stock price and one or more defined contingencies provided that once
the contingencies have occurred, the instrument’s settlement amount is based solely on the issuing company’s stock.” Instruments within the scope of EITF 01-6 are considered indexed to a company’s own stock within the meaning of
EITF Issue No. 00-19, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock (“EITF 00-19”), and paragraph 11(a) of SFAS No. 133 provided that (1) the contingency
provisions are not based on an observable market, other than the market for the issuer’s stock (if applicable), or an observable index, other than those calculated or measured solely by reference to the issuer’s own operations, and
(2) once the contingent events have occurred, the instrument’s settlement amount is based solely on the issuer’s stock. In this case, it appears that the settlement of the conversion feature is based on our stock price and other
defined contingencies. Therefore, it appears that EITF 01-6 applies, and the option would be considered to be indexed to our own stock. EITF 00-19 provides guidance on determining if the contract should be classified as equity.

 We considered the conversion feature in light of the guidance under paragraphs 12 - 32 of EITF 00-19 in determining whether or not the feature would be
classified in equity if it were freestanding as follows:

 EITF 00-19
Paragraph

 00-19 Paragraph

 Our Analysis

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An instrument that includes any provision that could require net-cash settlement cannot be accounted for as equity (except in those limited circumstances in which holders of the underlying
shares also would receive cash-e.g., liquidation).

No such net-cash settlement provisions are included in the agreement. We have the option to settle the conversion premium in either cash or

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For SEC registrants, any provision that could require physical settlement by a cash payment to the counterparty in exchange for the company's shares cannot be accounted for as permanent equity
(temporary equity classification is required).

shares. We believe this condition is satisfied.

13-18

In order to be equity classified, an instrument must permit the company to settle in unregistered shares. Related considerations: 1) the contract permits a company to net-share settle by
delivery of unregistered shares, 2) if (a) a derivative contract requires physical or net-share settlement by delivery of registered shares and does not specify any circumstances under which net-cash settlement would be permitted or required and (b)
the contract does not specify how the contract would be settled in the event that the company is unable to deliver registered shares, then net-cash settlement is assumed if the company is unable to deliver registered shares and the instruments fails
equity classification, 3) if a settlement alternative includes a penalty that would be avoided by a company under other settlement alternatives, the uneconomic settlement alternative should be disregarded in classifying the contract, and 4) if an
instrument involves delivery of shares at settlement that are registered at inception of the transaction and there are no further timely filing or registration requirements, share delivery is within the control of the company.

Section 2.17 of the Indenture states that each Global Security (i.e., the securities issued) are to bear the Private Placement Legend. Upon conversion of such securities bearing this legend, the
Common Stock issued upon conversion is also to bear this legend (i.e., if the note bears the legend, the Common Stock must also bear the legend). This legend explicitly states that neither the Global Security nor the Common Stock have been
registered under the Securities Act of 1933. See discussion below of the liquidated damages provisions.

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The company must have sufficient authorized and unissued shares available to settle the contract after considering all other commitments that may require the issuance of stock during the maximum
period the derivative contract could remain outstanding. If a company could be required to obtain shareholder approval to increase the company's authorized shares in order to net-share or physically settle a contract, share settlement is not
controlled by the company and asset or liability classification is required.

 Per section 10.05 of the Indenture, we are required to reserve sufficient authorized and unissued shares to cover the number of shares issuable under
all contracts that require issuance of stock. We have sufficient authorized and unissued shares to cover the number of shares issuable under all contracts that require issuance of stock.

 We have 54.4 million shares authorized and unissued as of December 31, 2005.
The

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 maximum number of shares that may need to be issued upon the occurrence of a make-whole fundamental change is approximately 1.98 million shares. This
is derived as follows for illustrative purposes only:

 Initial
conversion rate - 92.9023 shares

 Maximum additional shares when the stock price is $8.97 per share

 Make-whole conversion rate per $1,000 principal amount - 39.53 shares

 Multiply by total number of convertible notes issued - 50,000

 Total conversion value in shares
6,621,615

 Multiply by applicable share price $10.7640

 Total conversion value $71,275,000

 Less: Principal amount to be settled in cash only
$50,000,000

 Conversion premium $21,275,000

 Divide by applicable share price $10.7640

 Maximum shares represented by make-whole premium
1,976,500

 We are not currently aware of any other commitments that would require the
issuance of the Company’s authorized and unissued shares, except for approximately 8.1 million shares issuable upon the exercise of outstanding stock options and warrants, conversion of our preferred stock and those that will be issued in
accordance with our Directors Deferred Compensation Plan.

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20-24

An instrument must contain an explicit limit on the number of shares to be delivered in a share settlement. For certain contracts, the number of shares that could be required to be delivered
upon net-share settlement is essentially indeterminate. If the number of shares that could be required to be delivered to net-share settle the contract is indeterminate, a company will be unable to conclude that it has sufficient available
authorized and unissued shares and, therefore, net-share settlement is not within the control of the company. If a contract limits or caps the number of shares to be delivered upon expiration of the contract to a fixed number, that fixed maximum
number can be compared to the available authorized and unissued shares to determine if net-share settlement is within the control of the company.

Pages 2 and A-6 of the Indenture state that each $1,000 principal amount of securities is convertible into 92.9023 shares. Therefore, a cap is inherent in the conversion
formula.

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An instrument must not require cash payment to the counterparty in the event the company fails to make timely filings with the SEC, as this is not within the control of the company. Accordingly,
if a contract permits share settlement but requires net-cash settlement in the event that the company does not make timely filings with the SEC, that contract must be classified as an asset or a liability.

There are no explicit references in the Indenture to additional cash payments required if we fail to make timely filings with the SEC. Page 88 of the Offering Memorandum indicates, however, that
if a registration default (as defined) occurs, additional interest at an annual rate of .25% will accrue for the first 90 days and at an annual rate of .5% thereafter until the registration default is cured. We computed the present value of the
maximum potential payment under this provision for the life of the notes. Using the approximate risk free interest rate (4% and 5% were used to provide a sensitivity analysis), we computed the present value of

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a maximum possible payment to be made under this provision to be between $3.1 million and $3.4 million. This represents a maximum additional return to the holders of between 6.2% and 6.8%, which
is not considered to be onerous (i.e., the present value of the additional interest does not appear to represent an unreasonable estimate of the difference in fair value between registered and unregistered shares). Additionally, this provision does
not result in a net-cash settlement, as described in paragraph 25 of EITF 00-19. Therefore, this liquidated damages provision does not appear to affect equity classification.

26

An instrument cannot require cash payments to the counterparty if the shares initially delivered upon settlement of the conversion are subsequently sold and the sales proceeds are insufficient
to provide the counterparty with full return of the amount due (that is, there are no cash settled “top-off” or “make-whole” provisions). Top-off or make-whole provisions that are net share settled and are also subject to the
share cap would not preclude equity classification.

No such provisions noted.

27-28

An instrument may require net cash settlement in specific circumstances in which the holders of the shares underlying the contract also would receive cash.

No such provis