SecProbe.io

Via Facsimile and U.S. Mail
Mail Stop 4720

        February 3, 2010

Charles A. Reinhart III
Chief Financial Officer
PharmAthene, Inc.
One Park Place,
Suite 450
Annapolis, MD

 Re: PharmAthene, Inc.
  Form 10-K for the Year Ended December 31, 2008
  Form 10-Q for the Period Ended September 30, 2009
  File No. 001-32587

Dear Mr. Reinhart:

 We have reviewed your January 22, 2010 response to our December 22, 2009
comment letter and have the following comment s.  In our comments, we ask you to provide
us with information to better understand your disclosure.  Where a comment requests you
to revise disclosure, the information you provide should show us what the revised
disclosure will look like and identify the annua l or quarterly filing, as applicable, in which
you intend to first include it.  If you do not believe that revi sed disclosure is necessary,
please explain the reason in your response.  After reviewi ng the information provided, we
may raise additional comments and/or request that you amend your filings.

Form 10-K for the Year Ended December 31, 2008

Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 47
 Results of Operations, page 49

 Acquired In-Process Research and Development, page 52

1. As previously requested in part f our prior comment number one, please disclose
the significant appraisal assumptions, such as:

Charles A. Reinhart III
PharmAthene, Inc. February 3, 2010 Page 2
a. the period in which material net cash  inflows from signi ficant projects are
expected to commence;
b. material anticipated changes from hi storical pricing, margins and expense
levels; and
c. the risk adjusted discount rate a pplied to the project’s cash flows.
 Index to Consolidated Financial Statements, page F-1

 Note 2 - Summary of Significant Accounting Policies, F-10

 Revenue Recognition, page F-14

2. Please refer to your response to our prior comment number two.  It is still unclear
what is meant by the statement “an estimate of the applicable fees”.  Please revise
to clarify how the estimate of applicable fees is determined.  Further, you state
“fixed fees under cost-plus-fee contract s to be earned in proportion to the
allowable costs”.  Please re vise to clarify what specifi c drivers of the allowable
costs are used to estimate the proportion of revenues earned.

* * *

Please provide us the information requested within 10 business days  of the date of
this letter or tell us when you will provide a response prior to the expiration of the 10-day
period.  Please furnish a letter with your responses that keys your response to our
comments.  Detailed letters gr eatly facilitate our review.  You should furnish the letter on
EDGAR under the form type label CORRESP.

You may contact Tabatha Akins, Staff Accountant, at (202) 551-3658 or Mary
Mast, Senior Staff Accountant, at (202) 551-3613, if you have questions regarding the
comments.  In this regard, do not hes itate to contact me, at (202) 551-3679.

        S i n c e r e l y ,

        J i m  B .  R o s e n b e r g
Senior Assistant Chief
Accountant