SecProbe.io

CORRESP
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[PharmAthene, Inc.
Letterhead]

November 24, 2009

United States Securities
and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

  Re:

  PharmAthene, Inc.

  Registration Statement on
  Form S-3,

  as amended on August 31,
  2009 and November 20, 2009

  File
  No. 333-161587

Ladies and Gentlemen:

PharmAthene, Inc.
(the “Company”) hereby acknowledges that:

·                  the Company is responsible for the
adequacy and accuracy of the disclosure in the filings;

·                  comments by the staff (the “Staff”) of
the Securities and Exchange Commission (the “Commission”) or changes to
disclosure in response to Staff comments in the filings reviewed by the Staff
do not foreclose the Commission from taking any action with respect to the
filing; and

·                  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.

Pursuant
to Rule 461(a) under the Securities Act of 1933, as amended, the
Company hereby requests acceleration of the effective date of its Registration
Statement on Form S-3, as amended (File No. 333-161587), under said Act,
so that the same will be declared effective on Wednesday, November 25,
2009 at noon, Washington, D.C. time, or as soon thereafter as practicable.

If you
have any questions or comments, please do not hesitate to contact Jeffrey A.
Baumel, Esq. at (973) 912-7189 or Roland S. Chase, Esq. at (973)
912-7179 at our counsel, Sonnenschein Nath & Rosenthal LLP.

  Very truly yours,

  PharmAthene, Inc.

  By:

  /s/ David Wright

  David Wright

  Chief
  Executive Officer