SecProbe.io

Mail Stop 4720       November 6, 2009
Via Facsimile and U.S. Mail

David P. Wright Chief Executive Officer PharmAthene, Inc. One Park Place, Suite 450 Annapolis, Maryland 21401
 Re: PharmAthene, Inc.
  Amendment No. 1 to Registra tion Statement on Form S-3
  Filed August 31, 2009
  File No. 333-161587

Dear Mr. Wright:
We have reviewed your October 14, 2009 res ponse to our September 17, 2009 letter and
have the following comments. Where indicated, we think you should revise your document in
response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessa ry. Please be as detailed as necessary in your
explanation. After reviewing this information, we may or may not raise additional comments.
 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements 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 on any other as pect of our review. Feel free to call us at
the telephone numbers listed at the end of this letter.
 Form S-3

General

1. We note your response to comment 1. After caref ul consideration of your analysis, we are
unable to concur with your conclusion that your proposed transaction should be treated as
a secondary offering. We understand that the conversion price is not  a discount to the
market price and that the conve rsion price does not adjust re lative to the market price of
the underlying common stock. Our conclusion that the offering is a primary offering is
due to the fact that you are registering the resale of shares constituting 85.1% of your

David P. Wright
PharmAthene, Inc. November 6, 2009
Page 2
current public float. Given the size relative to the number of shar es outstanding held by
non-affiliates, the nature of the offering and the selling security holders, the transaction
appears to be a primary offering. Please revi se your registration statement onto a form
you are eligible to use for a primary offe ring, identify the selling shareholders as
underwriters and set a price for the offe ring. Alternatively, reduce the size of your
offering.

2. We note your responses to comments 4 and 5. We understand that the market price at the
time of the transaction was less than the conve rsion price and that a conversion at that
time would have resulted in a loss. Please pr esent the requested information showing the
loss the security holder s would realize as a result of a conversion.
 3. Please revise your response to comment 6 to  include the one-time liquidated damages in
the line item “Payments Made or Required to be Made to Selling Shareholders and
Affiliates.”

4. Please revise the table presented in res ponse to comment 7 to present the requested
information for each selling shareholder rather  than presenting the information in the
aggregate.

* * *
  As appropriate, please revise your information statement in response to these comments.
You may wish to provide us with marked copies of the revised document to  expedite our review.
Please furnish a response letter th at keys your responses to our co mments.  Detailed cover letters
greatly facilitate our review.  Please file your cover letter on EDGAR under the form type label
CORRESP.  Please understand th at we may have additional 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 filings reviewed by the staff to be certain that they have provided all information investors require.  Since the compa ny and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of
the disclosures they have made.   In connection with responding to our comme nts, please provide, in writing, a statement
from the company acknowledging that
• the company is responsible for the adequacy and accuracy of the disclo sure in the filings;

• staff comments or changes to disclosure in response to staff comments in the filings reviewed by the staff do not foreclose th e Commission from taking any action with
respect to the filing; and

David P. Wright
PharmAthene, Inc. November 6, 2009 Page 3
• 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.

 In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filing or in response to our comments on your filing.
Please contact Scot Foley, Attorney-Advi sor, at (202) 551-3383, Suzanne Hayes,
Branch Chief, at (202) 551-3675 or me  at (202) 551-3715 with any questions.
        S i n c e r e l y ,            J e f f r e y  R i e d l e r         A s s i s t a n t  D i r e c t o r    cc: Jeffrey A. Baumel, Esq.  Roland S. Chase, Esq.
Sonnenschein Nath & Rosenthal LLP 1221 Avenue of the Americas  New York, New York 10020