SecProbe.io

CORRESP
 1
 filename1.htm

 August 20, 2025

 VIA EDGAR SUBMISSION

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, NE

 Washington, DC 20549

 Re:

 Armata Pharmaceuticals, Inc. (the "Company")
 Registration Statement on Form S-3 (File No. 333-289585)
 (the "Registration Statement")

 Dear Ladies and Gentlemen:

 Pursuant to Rule 461 of the Securities
Act of 1933, as amended (the "Securities Act"), the Company hereby requests that the Securities and Exchange Commission (the
 "Commission") take appropriate action to cause the above-referenced Registration Statement on Form S-3 to become effective
on Friday, August 22, 2025, at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable.

 If you have any questions regarding this request,
please contact our outside counsel, Andrew C. Marmer of Willkie Farr & Gallagher LLP, at (212)-728-8847 or the undersigned at
(310)-626-0538. Please also call Andrew C. Marmer as soon as the Company's Registration Statement on Form S-3 has been declared
effective. Thank you for your attention to this matter.

 Sincerely,

 ARMATA PHARMACEUTICALS, INC.

 By:
 /s/ David House

 Name: David House

 Title: Senior Vice President, Finance and Principal Financial Officer

 cc: Andrew C. Marmer, Willkie Farr &
Gallagher LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 15, 2025

Deborah L. Birx, M.D.
Chief Executive Officer
Armata Pharmaceuticals, Inc.
5005 McConnell Avenue
Los Angeles, California 90066

 Re: Armata Pharmaceuticals, Inc.
 Registration Statement on Form S-3
 Filed August 13, 2025
 File No. 333-289585
Dear Deborah L. Birx M.D.:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Chris Edwards at 202-551-6761 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Andrew C. Marmer
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
November 13, 2023
Richard Rychlik
VP, Corporate Controller
Armata Pharmaceuticals, Inc.
5005 McConnell Avenue
Los Angeles, CA 90066
Re:Armata Pharmaceuticals, Inc.
Form 10-K for the fiscal year ended December 31, 2022
Form 10-Q for the quarterly period ended June 30, 2023
File No. 001-37544
Dear Richard Rychlik:
            We have completed our review of your filings. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.

Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
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November 7, 2023

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street NE

Washington, D.C. 20549

Attn: Jenn Do and Kevin Vaughn

    Re:
    Armata Pharmaceuticals, Inc.

    Form 10-K for the fiscal year ended December 31, 2022

    Form 10-Q for the quarterly period ended June 30, 2023

    File No. 001-37544

Dear Jenn Do and Kevin Vaughn:

On
behalf of Armata Pharmaceuticals, Inc. (the “Company”), this letter is being submitted in response to the comment letter
dated October 26, 2023 from the staff (the “Staff”) of the Division of Corporation Finance of the Securities &
Exchange Commission, relating to the Company’s Annual Report on Form 10-K for the Fiscal Year Ended December 31,
2022 and Quarterly Report on Form 10-Q for the period ended June 30, 2023.

For your convenience, the
Staff’s comments are repeated below in bold and are followed by the Company’s responses.

Form 10-K for the fiscal year ended
December 31, 2022

Management's
Discussion and Analysis of Financial Condition and Results of Operations, page 74

Results of Operations, page 78

 1. Given the significance of your research and development (R&D) expenses for the periods presented,
please revise your future disclosures to quantify such expenses by product candidate and provide a detailed analysis of the changes therein.
To the extent you are unable to track such costs at that level, revise to disclose that fact and identify the reasons why. For all amounts
that are not allocated by product candidate, provide a breakdown by type or nature of expense, such that the total reconciles to the research
and development line item on the face of your statement of operations.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it plans to provide information about
external R&D expenses, which are allocated by development program, in its future SEC filings in accordance with the
Staff’s comment. Currently the Company does not allocate internal R&D expenses, including personnel related and facilities
and overheads by program, however, the Company will continue to refine allocations with future filings, including personnel and manufacturing costs.

Form 10-Q for the quarterly period
ended June 30, 2023

Controls and Procedures, page 31

 2. You disclose that you did not identify any change in your internal control over financial reporting
that occurred during your latest fiscal quarter that has materially affected, or is reasonably likely to materially affect, your internal
control over financial reporting, but that because your "evaluation is ongoing and because of its ongoing nature, there can be no
assurance that we will not identify any change that would materially affect, or be reasonably likely to materially affect, our internal
control over financial reporting." We note this same qualifying language is included in the Form 10-Q for the quarter ended
March 31, 2023. Please revise your future disclosures to comply with the requirements of Item 308(c) of Regulation S-K by providing
a clear positive or negative conclusion that omits similar such qualifying language and to clearly disclose any material changes identified.

Response:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it plans to make its future disclosures in
accordance with the Staff’s comment to provide a clear positive or negative conclusion that omits any qualifying language, and to
clearly disclose any material changes in the Company’s internal controls over financial reporting identified for each reporting
period.

Thank you for your assistance
in this matter. Please do not hesitate to contact me at 310-665-2928 with any questions or comments regarding this letter.

    Sincerely,

    /s/ Richard Rychlik

    Richard Rychlik

    Corporate Controller

    (Principal Financial Officer)

cc: Jared Fertman, Willkie Farr & Gallagher LLP

    - 2 -

United States securities and exchange commission logo
October 26, 2023
Richard Rychlik
VP, Corporate Controller
Armata Pharmaceuticals, Inc.
5005 McConnell Avenue
Los Angeles, CA 90066
Re:Armata Pharmaceuticals, Inc.
Form 10-K for the fiscal year ended December 31, 2022
Form 10-Q for the quarterly period ended June 30, 2023
File No. 001-37544
Dear Richard Rychlik:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the fiscal year ended December 31, 2022
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
74
Results of Operations, page 78
1.Given the significance of your research and development (R&D) expenses for the periods
presented, please revise your future disclosures to quantify such expenses by product
candidate and provide a detailed analysis of the changes therein. To the extent you are
unable to track such costs at that level, revise to disclose that fact and identify the reasons
why.  For all amounts that are not allocated by product candidate, provide a breakdown by
type or nature of expense, such that the total reconciles to the research and development
line item on the face of your statement of operations.

 FirstName LastNameRichard Rychlik
 Comapany NameArmata Pharmaceuticals, Inc.
 October 26, 2023 Page 2
 FirstName LastName
Richard Rychlik
Armata Pharmaceuticals, Inc.
October 26, 2023
Page 2
Form 10-Q for the quarterly period ended June 30, 2023
Controls and Procedures, page 31
2.You disclose that you did not identify any change in your internal control over financial
reporting that occurred during your latest fiscal quarter that has materially affected, or is
reasonably likely to materially affect, your internal control over financial reporting, but
that because your "evaluation is ongoing and because of its ongoing nature, there can be
no assurance that we will not identify any change that would materially affect, or be
reasonably likely to materially affect, our internal control over financial reporting." We
note this same qualifying language is included in the Form 10-Q for the quarter ended
March 31, 2023. Please revise your future disclosures to comply with the the requirements
of Item 308(c) of Regulation S-K by providing a clear positive or negative conclusion that
omits similar such qualifying language and to clearly disclose any material changes
identified.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Jenn Do at 202-551-3743 or Kevin Vaughn at 202-551-3494 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

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ARMATA PHARMACEUTICALS,
INC.

4503 Glencoe Avenue

Marina del Rey, California
90292-3552

April 5, 2023

VIA EDGAR SUBMISSION

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

    Re:

    Armata Pharmaceuticals, Inc. (the “Company”)

    Registration Statement on Form S-3 (File No. 333-269726) (the “Registration
    Statement”)

Dear Ladies and Gentlemen:

Pursuant to Rule 461 of the Securities Act
of 1933, as amended, the Company hereby requests that the U.S. Securities and Exchange Commission take appropriate action to cause the
above-referenced Registration Statement on Form S-3 to become effective on Thursday, April 6, at 4:00 p.m., Eastern Time, or as soon thereafter
as is practicable.

If you have any questions regarding this request,
please contact our outside counsel, Naveen Pogula of Thompson Hine LLP, at (404) 541-2913 or Benjamin Russell of Thompson Hine LLP, at
(404) 407-3609. Please also call either Naveen Pogula or Benjamin Russell as soon as the Company’s Registration Statement on
Form S-3 has been declared effective. Thank you for your attention to this matter.

    Sincerely,

    ARMATA PHARMACEUTICALS, INC.

    By:
     /s/ Brian Varnum

    Name: Brian Varnum

    Title:  Chief Executive Officer

 cc: Naveen Pogula, Thompson Hine LLP

Benjamin Russell, Thompson
Hine LLP

Faith Charles, Thompson
Hine LLP

United States securities and exchange commission logo
February 17, 2023
Brian Varnum, Ph.D.
Chief Executive Officer
Armata Pharmaceuticals, Inc.
4503 Glencoe Avenue
Marina del Rey, CA 90292
Re:Armata Pharmaceuticals, Inc.
Registration Statement on Form S-3
Filed February 13, 2023
File No. 333-269726
Dear Brian Varnum:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Tyler Howes at 202-551-3370 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Faith Charles, Esq.

CORRESP
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ARMATA PHARMACEUTICALS,
INC.

4503 Glencoe Avenue

Marina del Rey, California
90292-3552

May 26, 2022

VIA EDGAR SUBMISSION

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

    Re:

    Armata Pharmaceuticals, Inc. (the “Company”)

    Registration Statement on Form S-3 (File No. 333-264961) (the “Registration
    Statement”)

Dear Ladies and Gentlemen:

Pursuant to Rule 461 of the Securities Act
of 1933, as amended (the “Securities Act”), the Company hereby requests that the U.S. Securities and Exchange Commission (the
“Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-3 to become effective
on Tuesday, May 31, 2022, at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable.

If you have any questions regarding this request,
please contact our outside counsel, Faith Charles of Thompson Hine LLP, at (212) 908-3905 or Naveen Pogula of Thompson Hine LLP, at (404)
541-2913.  Please also call either Faith Charles or Naveen Pogula as soon as the Company’s Registration Statement on Form
S-3 has been declared effective.  Thank you for your attention to this matter.

    Sincerely,

    ARMATA PHARMACEUTICALS, INC.

    By:
     /s/ Brian Varnum

    Name: Brian Varnum

    Title:  Chief Executive Officer

 cc: Faith Charles, Thompson Hine LLP

Naveen Pogula, Thompson
Hine LLP

United States securities and exchange commission logo
May 19, 2022
Brian Varnum, Ph.D.
Chief Executive Officer
Armata Pharmaceuticals, Inc.
4503 Glencoe Avenue
Marina del Rey, California 90292
Re:Armata Pharmaceuticals, Inc.
Registration Statement on Form S-3
Filed May 16, 2022
File No. 333-264961
Dear Dr. Varnum:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jane Park at 202-551-7439 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Faith Charles, Esq.

CORRESP
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ARMATA PHARMACEUTICALS,
INC.

4503 Glencoe Avenue

Marina del Rey, California
90292-3552

April 5, 2022

VIA EDGAR SUBMISSION

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

    Re:

    Armata Pharmaceuticals, Inc. (the “Company”)

    Registration Statement on Form S-3 (File No. 333-263936) (the “Registration
    Statement”)

Dear Ladies and Gentlemen:

Pursuant to Rule 461 of the Securities Act
of 1933, as amended (the “Securities Act”), the Company hereby requests that the U.S. Securities and Exchange Commission (the
 “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-3 to become effective
on Wednesday, April 6, 2022, at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable.

If you have any questions regarding this request,
please contact our outside counsel, Faith Charles of Thompson Hine LLP, at (212) 908-3905 or Naveen Pogula of Thompson Hine LLP, at (404)
541-2913.  Please also call either Faith Charles or Naveen Pogula as soon as the Company’s Registration Statement on Form
S-3 has been declared effective.  Thank you for your attention to this matter.

    Sincerely,

    ARMATA PHARMACEUTICALS, INC.

    By:
     /s/ Brian Varnum

    Name: Brian Varnum

    Title:  Chief Executive Officer

 cc: Brian Varnum, Armata Pharmaceuticals, Inc.

Faith Charles, Thompson
Hine LLP

Naveen Pogula, Thompson
Hine LLP

United States securities and exchange commission logo
April 1, 2022
Brian Varnum
Chief Executive Officer
Armata Pharmaceuticals, Inc.
4503 Glencoe Avenue
Marina del Rey, California 90292
Re:Armata Pharmaceuticals, Inc.
Registration Statement on Form S-3
Filed March 29, 2022
File No. 333-263936
Dear Mr. Varnum:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Joshua Gorsky at 202-551-7836 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Faith L. Charles

United States securities and exchange commission logo
May 18, 2021
Todd R. Patrick
Chief Executive Officer
Armata Pharmaceuticals, Inc.
4503 Glencoe Avenue
Marina del Rey, California 90292-3552
Re:Armata Pharmaceuticals, Inc.
Registration Statement on Form S-3
Filed May 13, 2021
File No. 333-256104
Dear Mr. Patrick:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Margaret Schwartz at 202-551-7153 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Faith Charles, Esq.

CORRESP
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May
18, 2021

VIA EDGAR SUBMISSION

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

    Re:
    Armata Pharmaceuticals, Inc. (the “Company”)

 Registration Statement on Form S-3 (File No. 333-256104) (the “Registration Statement”)

Dear Ladies and Gentlemen:

Pursuant
to Rule 461 of the Securities Act of 1933, as amended (the “Securities Act”), the Company hereby requests that the U.S.
Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced Registration Statement
on Form S-3 to become effective on Thursday, May 20, 2021, at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable.

If
you have any questions regarding this request, please contact our outside counsel, Faith Charles of Thompson Hine LLP, at (212) 908-3905
or the undersigned at (310) 665-2928 x203.  Please also call Faith Charles as soon as the Company’s Registration
Statement on Form S-3 has been declared effective.  Thank you for your attention to this matter.

    Sincerely,

    ARMATA PHARMACEUTICALS, INC.

    By:
     /s/ Todd Patrick

    Name: Todd Patrick

    Title:  Chief Executive Officer

cc: Faith Charles, Thompson Hine LLP

United States securities and exchange commission logo
February 24, 2021
Todd Patrick
Chief Executive Officer
Armata Pharmaceuticals, Inc.
4503 Glencoe Avenue
Marina del Rey, CA
Re:Armata Pharmaceuticals, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed February 9, 2021
File No. 001-37544
Dear Mr. Patrick:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Faith Charles

CORRESP
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February 22, 2021

Via EDGAR Transmission

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

Attention:
Dillon Hagius

    Re:
    Armata Pharmaceuticals, Inc.

    Preliminary Proxy Statement on Schedule 14A

    Filed February 9, 2021

    File No. 001-37544

Dear Mr. Hagius:

On behalf of Armata Pharmaceuticals, Inc.
(the “Company”), we are writing in response to the letter from the staff (the “Staff”)
of the Division of Corporation Finance, Office of Life Sciences, of the U.S. Securities and Exchange Commission (the “Commission”),
dated February 19, 2021 (the “Comment Letter”), relating to the Company’s Preliminary Proxy Statement
on Schedule 14A, filed with the Commission on February 9, 2021 (the “Preliminary Proxy Statement”). Responses
to these comments are set forth in this letter.

Please note that for the Staff’s
convenience, we have recited the Staff’s comment and provided our response to such comment immediately thereafter.

Preliminary Proxy Statement on Schedule
14A

General

1. Following the Second Closing, Innoviva
Inc. will own approximately 60% of your outstanding common stock (assuming no exercise of its warrants). If Innoviva Inc. exercises
its warrants, it will own approximately 75% of your outstanding common stock. Please provide your analysis as to why this transaction
is not subject to Rule 13e-3 or file a Schedule 13E-3.

Response: The Company respectfully acknowledges the Staff’s comment, and advises the Staff that it
has reviewed the requirements of Rule 13e-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). For the reasons set forth below, the Company has concluded that the Private Placement (as defined in the Preliminary
Proxy Statement) does not and will not constitute a transaction, or series of transactions, that has either a reasonable likelihood
or a purpose of producing, either directly or indirectly, a “going private effect” as specified in Rule 13e-3.

It is
the Company’s understanding and belief that the Commission adopted Rule 13e-3 to, among other things, protect unaffiliated
security holders in a “going private” transaction, particularly small investors, from potential self-dealing by an
issuer’s affiliate standing on both sides of the transaction. As described on pages 3, 4, 13, and 14 of the Preliminary Proxy
Statement, the Company’s Board of Directors formed a special committee of directors to evaluate and approve the Private Placement.
After careful consideration, the Board (excluding the two directors designated by Innoviva, who recused themselves), acting upon
the unanimous recommendation of the special committee of the Board, determined that the Private Placement is the best interests
of Company and shareholders. Factors considered by the Board are described in the Preliminary Proxy Statement. The Company further
confirms that it does not currently intend to take actions that would result in such a “going private effect.”

An issuer’s obligation
to comply with Rule 13e-3 arises from its engagement in a Rule 13e-3 transaction (or series of transactions) which has either a
reasonable likelihood or a purpose of producing, either directly or indirectly, any of the following effects: (A) causing any class
of equity securities of the issuer which is subject to section 12(g) or section 15(d) of the Exchange Act to become eligible for
termination of registration under Rule 12g-4 or Rule 12h-6 promulgated under the Exchange Act, or causing the reporting obligations
with respect to such class to become eligible for termination under Rule 12h-6 promulgated under the Exchange Act; or suspension
under Rule 12h-3 promulgated under the Exchange Act or Section 15(d) of the Exchange Act; or (B) causing any class of equity securities
of the issuer which is either listed on a national securities exchange or authorized to be quoted in an inter-dealer quotation
system of a registered national securities association to be neither listed on any national securities exchange nor authorized
to be quoted on an inter-dealer quotation system of any registered national securities association. As further detailed below,
the Company respectfully submits that the purpose of the Private Placement is to raise additional capital for the Company, and
is neither reasonably likely to produce, nor intended to produce, the effects set forth in Rule 13e-3(a)(3)(ii)(A) or (B).

In connection with the Private
Placement, each shareholder of the Company who was a shareholder as of the closing of the Second Closing (as defined in the Preliminary
Proxy Statement) will remain a shareholder of the Company, and will continue to hold such number of shares of Company’s common
stock that such shareholder owned as of such date. Thus, the Private Placement will not cause the reporting obligations with respect
to the Company’s common stock to become eligible for suspension under Rule 12h-3 for the following reasons:

 (i) as noted above, the number of the Company’s shareholders of record (for purposes of Sections
12 and 15 under the Exchange Act) following the Private Placement will not change due to the Private Placement, and accordingly
will not be reduced to less than 300 (and the Company hereby confirms that its total assets have exceeded $10 million on the last
day of each of the Company’s three most recent fiscal years), and

 (ii) the Company’s common stock will not be deregistered pursuant to Section 12(d) of the Exchange
Act.

In addition, Section 15(d) of
the Exchange Act is currently inapplicable as the Company’s common stock is, and will continue to be, registered pursuant
to Section 12 of the Exchange Act, and Rule 12h-6 is inapplicable as the Company is not a foreign private issuer.

The Company’s common stock
is listed on the NYSE American exchange (the “NYSE American”) and the Company intends to maintain such
listing following completion of the Private Placement. As noted above, the number of shareholders of the Company will not change
due to the Private Placement and accordingly will not be reduced below the number of record holders required for continued listing
on the NYSE American. Furthermore, the Company expects that it will also continue to satisfy the other continued listed requirements
of NYSE American to remain listed on the NYSE American.

*   *   *   *

We appreciate the Staff’s comments and request the Staff
contact the undersigned at (212) 908-3905 or the Company at (310) 655-2928 with any questions or comments regarding this letter.

    Very truly yours,

    Faith L. Charles

cc: Celeste Murphy, U.S. Securities and Exchange Commission

  Todd R. Patrick, Armata Pharmaceuticals,
Inc.

  Steve R. Martin, Armata Pharmaceuticals,
Inc.

  Jennifer A. Val, Esq., Thompson Hine
LLP

  Kaoru C. Suzuki, Esq., Thompson Hine
LLP

United States securities and exchange commission logo
February 19, 2021
Todd Patrick
Chief Executive Officer
Armata Pharmaceuticals, Inc.
4503 Glencoe Avenue
Marina del Rey, CA
Re:Armata Pharmaceuticals, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed February 9, 2021
File No. 001-37544
Dear Mr. Patrick:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A
General
1.Following the Second Closing, Innoviva Inc. will own approximately 60% of your
outstanding common stock (assuming no exercise of its warrants).  If Innoviva Inc.
exercises its warrants, it will own approximately 75% of your outstanding common
stock.  Please provide your analysis as to why this transaction is not subject to Rule 13e-3
or file a Schedule 13E-3.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Dillon Hagius at 202-551-7976 or Celeste Murphy at 202-551-3257 if
you have any questions.

 FirstName LastNameTodd Patrick
 Comapany NameArmata Pharmaceuticals, Inc.
 February 19, 2021 Page 2
 FirstName LastName
Todd Patrick
Armata Pharmaceuticals, Inc.
February 19, 2021
Page 2
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Faith Charles

April 6, 2020
Todd Patrick
Chief Executive Officer
Armata Pharmaceuticals, Inc.
4503 Glencoe Avenue
Marina del Rey, CA 90292
Re:Armata Pharmaceuticals, Inc.
Registration Statement on Form S-3
Filed April 1, 2020
File No. 333-237534
Dear Mr. Patrick:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Courtney Lindsay at (202) 551-7237 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Faith Charles

CORRESP
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April 6, 2020

VIA EDGAR SUBMISSION

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

    Re:

        Armata Pharmaceuticals, Inc. (the “Company”)

        Registration Statement on Form S-3 (File No. 333-237534)
        (the “Registration Statement”)

Dear Ladies and Gentlemen:

Pursuant to Rule 461 of the Securities
Act of 1933, as amended (the “Securities Act”), the Company hereby requests that the Securities and Exchange Commission
(the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-3 to become
effective on Wednesday, April 8, 2020, at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable.

If you have any questions regarding
this request, please contact our outside counsel, Faith Charles of Thompson Hine LLP, at (212) 908-3905 or the undersigned at (310)
665-2928 x203.  Please also call Faith Charles as soon as the Company’s Registration Statement on Form S-3 has
been declared effective.  Thank you for your attention to this matter.

    Sincerely,

    ARMATA PHARMACEUTICALS, INC.

    By:
    /s/ Todd Patrick

    Name: Todd Patrick

    Title:  Chief Executive Officer

cc: Faith Charles, Thompson Hine LLP

CORRESP
1
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April 6, 2020

VIA EDGAR SUBMISSION

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

    Re:

        Armata Pharmaceuticals, Inc. (the “Company”)

        Registration Statement on Form S-3 (File No. 333-237533)
        (the “Registration Statement”)

Dear Ladies and Gentlemen:

Pursuant to Rule 461 of the Securities
Act of 1933, as amended (the “Securities Act”), the Company hereby requests that the Securities and Exchange Commission
(the “Commission”) take appropriate action to cause the above-referenced Registration Statement on Form S-3 to become
effective on Wednesday, April 8, 2020, at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable.

If you have any questions regarding
this request, please contact our outside counsel, Faith Charles of Thompson Hine LLP, at (212) 908-3905 or the undersigned at (310)
665-2928 x203.  Please also call Faith Charles as soon as the Company’s Registration Statement on Form S-3 has
been declared effective.  Thank you for your attention to this matter.

    Sincerely,

    ARMATA PHARMACEUTICALS, INC.

    By:
    /s/ Todd Patrick

    Name: Todd Patrick

    Title:  Chief Executive Officer

cc: Faith Charles, Thompson Hine LLP

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        3579 Valley Centre Drive, Suite 100

        San Diego, CA 92130

        Via EDGAR

October 9, 2018

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: 	Ms. Dorrie Yale

 Re: AmpliPhi Biosciences Corporation

Registration Statement on Form S-1

Filed August 21, 2018, as amended

File No. 333-226959

Acceleration Request

    Requested Date:
    October 10, 2018

    Requested Time:
    5:00 P.M. Eastern Time

Dear Ms. Yale:

In accordance with
Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), the undersigned registrant
(the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”)
take appropriate action to cause the above-referenced Registration Statement on Form S-1, as amended (File No. 333-226959) (the
“Registration Statement”), to become effective on October 10, 2018, at 5:00 P.M. Eastern Time, or as
soon thereafter as is practicable, or at such later time as the Registrant or its counsel may orally request via telephone call
to the staff. This request for acceleration is subject, however, to your receiving a telephone call prior to such time from our
legal counsel, Cooley LLP, confirming this request. The Registrant hereby authorizes each of James Pennington and Asa Henin of
Cooley LLP, counsel to the Registrant, to make such request on its behalf. The Registrant is aware of its obligations under
the Securities Act.

Once the Registration
Statement has been declared effective, please orally confirm that event with James Pennington of Cooley LLP, counsel to the Registrant,
at (858) 550-6029, or in his absence, Asa Henin of Cooley LLP at (858) 550-6104.

    Very truly yours,

    AmpliPhi Biosciences Corporation

    By:
    /s/ Steve R. Martin

    Steve R. Martin

    Chief Financial Officer

 cc: Paul C. Grint, M.D., AmpliPhi Biosciences Corporation

Thomas A. Coll, Esq., Cooley LLP

Rick A. Werner, Esq., Haynes and
Boone, LLP

CORRESP
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October 9, 2018

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

 Re: AmpliPhi Biosciences Corporation

Registration Statement on Form S-1 (Registration
No. 333-226959), as amended - Concurrence in Acceleration Request

Ladies and Gentlemen:

H.C. Wainwright & Co., LLC (“Wainwright”),
as underwriter for the referenced offering, pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities
Act”), hereby concurs in the request by AmpliPhi Biosciences Corporation (the “Registrant”) that the
effective date of the above-referenced registration statement (the “Registration Statement”) be accelerated
to 5:00 P.M. (Eastern Time), or as soon as practicable thereafter, on October 10, 2018, or at such later time as the Registrant
or its outside counsel, Cooley LLP, may orally request by telephone call to the staff that such Registration Statement be declared
effective. Wainwright affirms that it is aware of its obligations under the Securities Act in connection with this offering.

Pursuant to Rule 460 under the Securities
Act, please be advised that there will be distributed to each underwriter or dealer, who is reasonably anticipated to be invited
to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to
be reasonable to secure adequate distribution of the preliminary prospectus.

Wainwright hereby represents that it is
acting in compliance and will act in compliance with the provisions of Rule 15c2-8 promulgated under the Securities Exchange Act
of 1934, as amended, in connection with the above proposed offering.

    Very truly yours,

    H.C. WAINWRIGHT & CO., LLC

    By:
    /s/ Mark W. Viklund

    Name: Mark W. Viklund

    Title: Chief Executive Officer

	430
Park Avenue | New York, New York 10022 | 212.356.0500

Security services
provided by H.C. Wainwright & Co., LLC | Member: FINRA/SIPC

August 28, 2018
Steve Martin
Chief Financial Officer
AmpliPhi Biosciences Corp
3579 Valley Centre Drive, Suite 100
San Diego, CA 92130
Re:AmpliPhi Biosciences Corp
Registration Statement on Form S-1
Filed August 21, 2018
File No. 333-226959
Dear Mr. Martin:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Dorrie Yale at 202-551-8776 with any questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       James Pennington

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        3579 Valley Centre, Suite 100

        San Diego, CA 92130

        Via EDGAR

May 4, 2017

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Attn: Ms. Mary Beth Breslin

 Re: AmpliPhi Biosciences Corporation

Registration Statement on Form S-1

Filed April 6, 2017, as amended

File No. 333-217169

Acceleration Request

Requested
Date:   May 8, 2017

Requested
Time:  5:00 P.M. Eastern Time

Dear Ms. Breslin:

In accordance with
Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), the undersigned registrant
(the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”)
take appropriate action to cause the above-referenced Registration Statement on Form S-1 (File No. 333-217169) (the “Registration
Statement”) to become effective on May 8, 2017, at 5:00 P.M. Eastern Time, or as soon thereafter as is practicable,
or at such later time as the Registrant or its counsel may orally request via telephone call to the staff (the “Staff”).
This request for acceleration is subject, however, to your receiving a telephone call prior to such time from our legal counsel,
Cooley LLP, confirming this request. The Registrant hereby authorizes each of Asa Henin and James Pennington of Cooley LLP,
counsel to the Registrant, to make such request on its behalf. The Registrant is aware of its obligations under the Securities
Act.

Once the Registration
Statement has been declared effective, please orally confirm that event with Asa Henin of Cooley LLP, counsel to the Registrant,
at (858) 550-6104, or in his absence, James Pennington of Cooley LLP at (858) 550-6029.

    Very truly yours,

    AmpliPhi Biosciences Corporation

    By:
     /s/ M. Scott Salka

    M. Scott Salka

    Chief Executive Officer

 cc: Steve R. Martin, AmpliPhi Biosciences Corporation

Thomas A. Coll, Esq., Cooley LLP

Ivan Blumenthal, Esq., Mintz, Levin,
Cohn, Ferris, Glovsky and Popeo, P.C.

Daniel Bagliebter, Esq., Mintz,
Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

CORRESP
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May 4, 2017

VIA EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: AmpliPhi Biosciences Corporation

Registration Statement on Form S-1 (Registration
No. 333-217169) -

Concurrence in Acceleration Request

Ladies and Gentlemen:

H.C. Wainwright & Co., LLC (“Wainwright”),
as underwriter for the referenced offering, hereby concurs in the request by AmpliPhi Biosciences Corporation that the effective
date of the above-referenced registration statement be accelerated to 5:00 P.M. (Eastern Time), or as soon as practicable thereafter,
on May 8, 2017, pursuant to Rule 461 under the Securities Act. Wainwright affirms that it is aware of its obligations under the
Securities Act in connection with this offering.

    Very truly yours,

    H.C. WAINWRIGHT & CO., LLC

    By:
       /s/ Mark W. Viklund

    Name: Mark W. Viklund

    Title: Chief Executive Officer

430 Park Avenue | New York, New York 10022 | 212.356.0500

Security services provided by H.C. Wainwright & Co., LLC | Member: FINRA/SIPC

CORRESP
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        3579 Valley Centre, Suite 100

        San Diego, CA 92130

        Via EDGAR

May 4, 2017

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Attn: Ms. Mary Beth Breslin

 Re: AmpliPhi Biosciences Corporation

Registration Statement on Form S-1

Filed April 6, 2017, as amended

File No. 333-217169

Acceleration Request

Requested
Date:   May 4, 2017

Requested
Time:  5:00 P.M. Eastern Time

Dear Ms. Breslin:

In accordance with
Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), the undersigned registrant
(the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”)
take appropriate action to cause the above-referenced Registration Statement on Form S-1 (File No. 333-217169) (the “Registration
Statement”) to become effective on May 4, 2017, at 5:00 P.M. Eastern Time, or as soon thereafter as is practicable,
or at such later time as the Registrant or its counsel may orally request via telephone call to the staff (the “Staff”).
This request for acceleration is subject, however, to your receiving a telephone call prior to such time from our legal counsel,
Cooley LLP, confirming this request. The Registrant hereby authorizes each of Asa Henin and James Pennington of Cooley LLP,
counsel to the Registrant, to make such request on its behalf. The Registrant is aware of its obligations under the Securities
Act.

Once the Registration
Statement has been declared effective, please orally confirm that event with Asa Henin of Cooley LLP, counsel to the Registrant,
at (858) 550-6104, or in his absence, James Pennington of Cooley LLP at (858) 550-6029.

    Very truly yours,

    AmpliPhi Biosciences Corporation

    By:
     /s/ M. Scott Salka

    M. Scott Salka

    Chief Executive Officer

 cc: Steve R. Martin, AmpliPhi Biosciences Corporation

Thomas A. Coll, Esq., Cooley LLP

Ivan Blumenthal, Esq., Mintz, Levin,
Cohn, Ferris, Glovsky and Popeo, P.C.

Daniel Bagliebter, Esq., Mintz,
Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

CORRESP
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May 4, 2017

VIA EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: AmpliPhi Biosciences Corporation

Registration Statement on Form S-1 (Registration
No. 333-217169) -

Concurrence in Acceleration Request

Ladies and Gentlemen:

H.C. Wainwright & Co., LLC (“Wainwright”),
as underwriter for the referenced offering, hereby concurs in the request by AmpliPhi Biosciences Corporation that the effective
date of the above-referenced registration statement be accelerated to 5:00 P.M. (Eastern Time), or as soon as practicable thereafter,
on May 4, 2017, pursuant to Rule 461 under the Securities Act. Wainwright affirms that it is aware of its obligations under the
Securities Act in connection with this offering.

    Very truly yours,

    H.C. WAINWRIGHT & CO., LLC

    By:
       /s/ Mark W. Viklund

    Name: Mark W. Viklund

    Title: Chief Executive Officer

430 Park Avenue | New York, New York 10022 | 212.356.0500

Security services provided by H.C. Wainwright & Co., LLC | Member: FINRA/SIPC

April 13, 2017
M. Scott Salka
Chief Executive Officer
AmpliPhi Biosciences Corporation
3579 Valley Centre Drive, Suite 100
San Diego, CA 92130
AmpliPhi Biosciences Corporation
Registration Statement on Form S-1
Filed April 6, 2017
File No. 333-217169Re:
Dear Mr. Salka:
        This is to advise you that we have not reviewed and will not review your registration
statement.
        Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
        Please contact Josh Samples at (202) 551-3199 with any questions.
Division of Corporation Finance
Office of Healthcare and
Insurance
cc: Asa Michael Henin

CORRESP
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ROTH CAPITAL PARTNERS, LLC

57 West 57th Street, 18th
Floor

New York, New York 10019

November 10, 2016

VIA EDGAR

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

    Attention:
    Ms. Suzanne Hayes

    Ms. Christina Thomas

 Re: AmpliPhi Biosciences Corporation — Request for
Acceleration

Registration
Statement on Form S-1, as amended

File
No. 333-213421

Dear Ms. Hayes and Ms. Thomas:

Pursuant to Rule 461 under the Securities
Act of 1933, as amended (the “Securities Act”), we hereby join in the request of AmpliPhi Biosciences Corporation (the
“Company”) that the effective date of the above-captioned Registration Statement, as then amended, be accelerated so
that it will become effective at 4:30 p.m., Eastern Time, on November 14, 2016, or as soon thereafter as practicable.

Pursuant to Rule 460 under the Securities
Act, please be advised that we have effected the distribution of approximately 450 copies of the Company’s preliminary prospectus,
dated November 10, 2016, through the date hereof, to prospective underwriters, dealers, institutional investors and others.

We advise that we have complied and will
continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

    Very Truly Yours,

    By:  ROTH CAPITAL PARTNERS, LLC

    By:
     /s/ Aaron M. Gurewitz

    Name: Aaron M. Gurewitz

    Title: Head of Equity Capital Markets

CORRESP
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        3579 Valley Centre, Suite 100

        San Diego, CA 92130

        Via EDGAR

November 10, 2016

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Attn: Ms. Suzanne Hayes

Ms. Christina Thomas

 Re: AmpliPhi Biosciences Corporation

Registration
Statement on Form S-1

Initially Filed September 1, 2016, as amended

File No. 333-213421

Acceleration Request

    Requested Date:
    November 14, 2016

    Requested Time:
    4:30 P.M. Eastern Time

Dear Ms. Hayes and Ms. Thomas:

In accordance with
Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant (the “Registrant”)
hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action
to cause the above-referenced Registration Statement on Form S-1 (File No. 333-213421) (the “Registration Statement”)
to become effective on November 14, 2016, at 4:30 p.m., Eastern Time, or as soon thereafter as is practicable, or at such later
time as the Registrant or its counsel may orally request via telephone call to the staff (the “Staff”).
This request for acceleration is subject, however, to your receiving a telephone call prior to such time from our legal counsel,
Cooley LLP, confirming this request. The Registrant hereby authorizes each of James Pennington and Asa Henin of Cooley LLP, counsel
to the Registrant, to make such request on its behalf.

Once the Registration
Statement has been declared effective, please orally confirm that event with Asa Henin of Cooley LLP, counsel to the Registrant,
at (858) 550-6104, or in his absence, James Pennington of Cooley LLP at (858) 550-6029.

In connection with
this request, the Registrant acknowledges that:

 · should the Commission or the Staff, acting
pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with
respect to the filing;

 · the action of the Commission or the Staff,
acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility
for the adequacy and accuracy of the disclosure in the filing; and

 · the Registrant may not assert Staff comments
and the declaration of effectiveness 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,

    AmpliPhi Biosciences Corporation

    By:
    /s/ M. Scott Salka

    M. Scott Salka

    Chief Executive Officer

 cc: Steve R. Martin, AmpliPhi Biosciences Corporation

Thomas A. Coll, Esq., Cooley LLP

Ivan Blumenthal, Esq., Mintz, Levin,
Cohn, Ferris, Glovsky and Popeo, P.C.

Daniel Bagliebter, Esq., Mintz,
Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

Mailstop 4546
September 9, 2016

M. Scott Salka
Chief Executive Officer
AmpliPhi Biosciences Corporation
3579 Valley Centre Drive, Suite 100
San Diego, California 92130

Re: AmpliPhi  Biosciences Corporation
  Registration Statement on Form S-1
Filed  September 1, 2016
  File No.  333-213421

Dear Mr. Salka :

This is to advise you that we have not  reviewed and will not review your registration
statement .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are  in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

In the event you request acceleration of the effective date of the pending regist ration
statement , please provide  a written statement from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action wit h respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in th e filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 4 61 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation

M. Scott Salka
AmpliPhi Biosciences Corporation
September 9, 2016
Page 2

 of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities .

Please co ntact Christina Thomas at (202) 551 -3577 with any questions.

Sincerely,

 /s/ Erin K. Jaskot, for

 Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance
cc:      Thomas A. Coll, Esq.
           Cooley LLP

CORRESP
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AmpliPhi
Biosciences Corporation

3579 Valley Centre Drive, Suite 100

San Diego, CA 92130

May 11, 2016

Via
Edgar

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Attn: Suzanne Hayes

  Dorrie Yale

 Re: AmpliPhi Biosciences Corporation (the “Company”)

  Registration Statement on Form S-3, as amended (File No. 333-210974)

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities
Act of 1933, as amended, the undersigned registrant hereby requests that the Securities and Exchange Commission (the “Commission”)
take appropriate action to cause the above-referenced Registration Statement on Form S-3 to become effective at 4:30 p.m. Eastern
Time on May 13, 2016 or as soon thereafter as is practicable.

In connection with this request, the Company
acknowledges that:

 · should the Commission or the staff of the Commission (the “Staff”), acting
pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with
respect to the filing;

 · the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring
the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure
in the filing; and

 · the Company may not assert Staff comments and the declaration of effectiveness as a defense in
any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any questions regarding this
request, please contact Thomas A. Coll of Cooley LLP at (858) 550-6013.

Very truly yours,

AmpliPhi
Biosciences Corporation

By: /s/ M. Scott Salka

      M. Scott Salka

      Chief Executive Officer

Mail Stop 4720
May 6, 2016

M. Scott Salka
Chief Executive Officer
AmpliPhi Biosciences Corporation
3579 Valley Centre Drive
San Diego, California 92130

Re: AmpliPhi  Biosciences Corporation
  Registration Statement on Form S-3
Filed  April 28, 2016
  File No.  333-210974

Dear Mr. Salka :

We have limited our review of your registration statement to the resolution of your
pending request for confidential treatment.   Please be advised that we will not be in a position to
declare your registration statement effective until we resolve all issues concerning the
confidential treatment request .

We urge all persons who are responsible for the accuracy and adequacy of the d isclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosu re, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement , please provide a written statement  from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Com mission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

M. Scott Salka
AmpliPhi Biosciences Corporation
May 6, 2016
Page 2

 Please refer to Rules 460 and 461 regarding request s for acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

Please contact Dorrie Yale at 202 -551-8776 or Mary Beth Breslin, Legal Branch Chief, at
202-551-3625 with any questions.

Sincerely,

 /s/ Mary Beth Breslin for

Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc: Thomas A. Coll , Esq. – Cooley LLP

July 14, 2015

Via E - Mail
M. Scott Salka
Chief Executive Officer
AmpliPhi Biosciences Corporation
4870 Sadler Road, Suite 300
Glen Allen, VA 23060

Re: AmpliPhi  Biosciences Corporation
  Preliminary Proxy Statement on Schedule 14A
  Filed May 15 , 2015
  File No. 000 -23930

Dear Mr. Salka:

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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 la ws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Daniel Greenspan for

 Jeffrey P. Riedler
 Assistant Director

cc: Via E -Mail
 Stephen Thau, Esq.
 Morrison & Foerster LLP

CORRESP
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        2000 Pennsylvania Ave.,
        NW

        Washington, D.C.

        20006-1888

        Telephone: 202.887.1500

        Facsimile: 202.887.0763

        www.mofo.com

        morrison & foerster
        llp

        new york, san francisco,

        los angeles, palo alto,

        sacramento, san diego,

        denver, northern virginia,

        washington, d.c.

        tokyo, london, berlin,
        brussels, beijing, shanghai, hong kong, Singapore

July 2, 2015

BY EDGAR

Melissa Campbell Duru

Special Counsel

Office of Mergers and Acquisitions

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

 Re: Schedule 13E-3 filed by AmpliPhi Biosciences Corporation

Filed June 2, 2015

File No. 005-44887

AmpliPhi Biosciences Corporation

Preliminary Proxy Statement
on Schedule 14A

Filed May 15, 2015

File No. 000-23930

Dear Ms. Duru:

This letter is submitted on behalf of AmpliPhi Biosciences Corporation
(the “Company”) in response to the comments of the staff of the Division of Corporation Finance of the Securities
and Exchange Commission (the “Staff”), dated July 1, 2015, with respect to Amendment No. 1 to the Company’s
Preliminary Proxy Statement on Schedule 14A filed June 24 2015 (File No. 000-23930) (the “Preliminary Proxy Statement”),
and Schedule 13E-3 filed June 2, 2015 (File No. 005-44887) (the “Schedule 13E-3”).

Below are responses to each of the Staff’s comments. The
text of each comment contained in the Staff’s letter is set forth in italics below, followed by the Company’s response.

Schedule 14A

 1. The Company states that it “does not expect that the reverse split will result in a reduction in the number of record
holders of the Company’s common stock.” The revised reverse stock split proposal contemplates that there will be no
payment for, or cashing out of, fractional shares. The quoted statement implies that the reverse stock split could cause a reduction
in record holders. Please explain the statement and/or revise your disclosure.

RESPONSE:

The Company acknowledges the Staff’s comment
and informs the Staff that, in its definitive proxy statement, this disclosure will be revised to state that the reverse stock
split will not result in a reduction in the number of record holders of the Company’s common stock.

 2. We note the revision made to the reverse stock split proposal, which allows for the topping-up of fractional shares. Please
provide us supplementally with additional information and analysis concerning the proposed transaction. Your response should include:

 · citations to the relevant legal authorities upon which you rely to effect the reverse stock split in the manner contemplated
(i.e., applicable state law and/or the constitutive documents of the company);

RESPONSE:

The Company believes that the implementation
of the reverse stock split in the manner disclosed in the Preliminary Proxy Statement is permitted by the Board’s
exercise of its authority and in furtherance of its fiduciary duties to take actions in the best interests of the Company and
its shareholders. As disclosed in the Preliminary Proxy Statement, the purpose of the reverse stock split is to enable
the Company to meet the listing requirements of the NYSE MKT in order to have the Company’s common stock listed on that
exchange. The Board of Directors believes that having the Company’s common stock listed on the NYSE MKT is in the best
interests of the Company’s shareholders, as it will enable certain investors who do not purchase securities that are
listed on the over-the-counter bulletin board to invest in the Company’s common stock, and may also increase liquidity,
which can also help attract additional investors.

The Board of Directors has evaluated the benefits
and costs of alternative methods to implement the reverse stock split, and has concluded that rounding fractional shares up to
the nearest whole share is the most efficacious approach and is in the best interests of the Company’s shareholders. In reaching
this conclusion, the Board considered, among other factors, the expense to the Company of cashing out fractional shares and complying
with the requirements of Rule 13e-3 when the intent of the reverse split is not to effect a Rule 13e-3 “going
private” transaction – indeed, the intended effect is the opposite. The Board also considered the value of the additional
shares that might be issued as a result of rounding up, and the potential impact on the Company’s shareholders, which the
Board concluded are immaterial. Even if every shareholder of record were entitled to a partial share as a result of the reverse
split, the value of an additional share based on the Company’s recent trading prices and assuming a 50:1 reverse split would
be approximately $9.00, representing the maximum value that any individual shareholder might receive, and the total value of all
potential additional shares would be no more than approximately $2,700. The Board also concluded that rounding up fractional shares
would protect the Company’s shareholders by providing whole shares after the reverse split, which would facilitate sales
of the whole shares, as sales of fractional shares would not be practicable.

    2

The Company is not aware of any limitations under
Washington law or the Company’s constitutive documents that prevent the Company from proposing or effecting the reverse stock
split of the Company’s common stock in the manner described in the Preliminary Proxy Statement. The Company has also identified
numerous other filers incorporated in the State of Washington that have proposed and/or effected similar reverse stock split transactions.1

In addition, the Company notes that Section 507 of
the NYSE MKT Company Guide specifically contemplates the rounding up of fractional shares in a reverse stock split and provides
that “if a company chooses to ‘round’ fractional interests, they must be ‘rounded up’ to a higher
full share amount, and not rounded down (e.g. 1.13 shares must be rounded up to 2 shares)” (emphasis added).

 · a discussion of any material limitations (i.e. contractual obligations) that impact your ability to round up to whole shares
any fractional shares that may be created as a result of a reverse stock split; and

RESPONSE:

The Company has reviewed its relevant contractual
obligations and does not believe that there are any applicable limitations on the Company’s ability to propose and effect
the reverse stock split in the manner described in the Preliminary Proxy Statement.

 · discussion of any material accounting limitations applicable to the proposed transaction.

RESPONSE:

The Company advises the Staff that, given the de
minimis amount of shares to be rounded up as part of the reverse stock split, the Company does not believe there to be any
material accounting limitations applicable to the proposed transaction.

1
See, e.g., Current Report on Form 8-K filed by Cabo Verde Capital Inc. on June 10, 2014 (disclosing amendment to
articles of incorporation to effect reverse stock split “with all fractional shares rounded up to the nearest whole share”);
Current Report on Form 8-K filed by Frontier Financial Corporation on November 25, 2009 (announcing implementation of reverse stock
split with fractional shares rounded up); Definitive Proxy Statement on Schedule 14A filed by Astrotech Corporation on March 1,
2012 (including proposal for reverse stock split with fractional shares rounded up to the nearest whole share); Definitive Proxy
Statement on Schedule 14A filed by i2 Telecom International, Inc. on May 21, 2009 (including reverse stock split proposal with
fractional shares “rounded up to the nearest whole share”).

    3

 3. Please refer to comment 2 above. Please include a statement in the proxy statement affirming, if correct, that the company
has the legal authority to effect the proposal in the manner contemplated. Please briefly outline the material consequences to
the company, if any, resulting from the topping-up of fractional shares.

RESPONSE:

The Company acknowledges the Staff’s comment
and informs the Staff that the Company will include the following disclosure in its definitive proxy statement:

“The Company has the legal authority to effect
the proposal in the manner contemplated and, given the relatively small number of shares involved, does not believe that the rounding
up of fractional shares will have any material consequences to the Company.”

 4. We note that your response letter to our comments did not include a response to prior comment 19 and we reissue the comment.
Please disclose the cash payment you expect each director and officer to receive as a result of the reverse stock split based on
their current share ownership, individually, and in the aggregate.

RESPONSE:

Although directors or officers or their affiliates
may have fractional shares rounded up as part of the reverse stock split, the Company advises the Staff that, if the reverse stock
split is effected in the manner described in the Preliminary Proxy Statement, no director or officer will receive a cash payment
as a result of the reverse stock split.

*	*	*

The Company acknowledges that:

 (1) the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

 (2) 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

 (3) 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.

    4

We appreciate your time and attention to the Company’s
response to the Staff’s comments. Please contact the undersigned at (202) 887-1571 with any further comments or questions
you may have.

    Sincerely,

    /s/ Stephen B. Thau

    Stephen B. Thau

 cc: Preston Brewer, Securities and Exchange Commission

Daniel Greenspan, Securities and Exchange
Commission

M. Scott Salka, AmpliPhi Biosciences Corporation

    5

July 1,  2015

Via E - Mail
M. Scott Salka
Chief Executive Officer
AmpliPhi Biosciences Corporation
4870 Sadler Road, Suite 300
Glen Allen, VA 23060

Re: AmpliPhi Biosciences Corporation
  Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A
  Filed June 24, 2015
  File No. 000 -23930

Schedule 13E -3 filed by AmpliPhi Biosciences Corporation
Filed June 2, 2015
File No. 005 -44887

Dear Mr. Salka:

We have reviewed the above filings and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these comments, we may have additional comments.

Schedule 14A

1. The Company states that it “does not expect that the reverse split will result in a reduction
in the number of record holders of the Company’s common stock.” The revised reverse
stock split proposal contemplates that there will be no payment for, or cashing out of,
fractional shares.  The quoted statement implies that the reverse stock split could cause a
reduction in record holders.  Please explain the statement and/or revise your disclosure.

2. We note the revision made to the reverse stock  split proposal, which allows for the
topping -up of fractional shares.  Please provide us supplementally with additional
information and analysis concerning the proposed transaction.  Your response should
include:

M. Scott Salka
AmpliPhi Biosciences Corporation
July 1, 2015
Page 2

  citations to the relevant legal authoritie s upon which you rely to effect the reverse
stock split in the manner contemplated (i.e., applicable state law and/or the
constitutive documents of the company) ;
 a discussion of any material limitations (i.e. contractual obligations) that impact
your abili ty to round up to whole shares any fractional shares that may be created
as a result of a reverse stock split; and
 discussion of any material accounting limitations applicable to the proposed
transaction.

3. Please refer to comment 2 above.  Please include a statement in the proxy statement
affirming, if correct, that the company has the legal authority to effect the proposal in the
manner contemplated.  Please briefly outline the material consequences to the company,
if any, resultin g from the topping -up of fractional shares.

Executive Compensation, page 32

4. We note that your response letter to our comments did not include a response to prior
comment 19 and we reissue the comment.  Please disclose the cash payment you expect
each di rector and officer to receive as a result of the reverse stock split based on their
current share ownership, individually, and in the aggregate.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be ce rtain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 You may contact Staff Attorney Preston Brewer at (202) 551 -3969 or me at (202) 551 -
3715 with any questions.

Sincerely,

/s/ Mellissa  Campbell Duru

Mellissa Campbell Duru
       Special Counsel
       Office of Mergers and Acquisitions

cc: Via E -Mail
 Stephen Thau, Esq.
 Morrison & Foerster LLP

CORRESP
1
filename1.htm

        2000 Pennsylvania Ave.,
        NW

        Washington, D.C.

        20006-1888

        Telephone: 202.887.1500

        Facsimile: 202.887.0763

        www.mofo.com

        morrison & foerster
        llp

        new york, san francisco,

        los angeles, palo alto,

        sacramento, san diego,

        denver, northern virginia,

        washington, d.c.

        tokyo, london, berlin,
        brussels, beijing, shanghai, hong kong, Singapore

June 24, 2015

BY EDGAR

Melissa Duru

Office of Mergers and Acquisitions

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    Re:
    Schedule 13E-3 filed by AmpliPhi Biosciences Corporation

    Filed June 2, 2015

    File No. 005-44887

    AmpliPhi Biosciences Corporation

    Preliminary Proxy Statement on Schedule 14A

    Filed May 15, 2015

    File No. 000-23930

Dear Ms. Duru:

This letter is submitted on behalf of AmpliPhi Biosciences Corporation
(the “Company”) in response to the comments of the staff of the Division of Corporation Finance of the Securities
and Exchange Commission (the “Staff”), dated June 15, 2015, with respect to the Company’s Preliminary
Proxy Statement on Schedule 14A filed May 15, 2015 (File No. 000-23930) (the “Preliminary Proxy Statement”),
and Schedule 13E-3 filed June 2, 2015 (File No. 005-44887) (the “Schedule 13E-3”).

The Company respectfully informs the Staff that it has revised
the terms of the reverse stock split proposal such that the reverse stock split, if approved by shareholders, would no longer have
a reasonable likelihood of producing, either directly or indirectly, any of the effects described in paragraph (a)(3)(ii) of Rule
13e-3. Pursuant to the revised proposal, if the number of shares of common stock a shareholder holds is not evenly divisible by
the finally determined split ratio, such holder will receive a number of shares rounded up to the nearest whole share. Accordingly,
the Company does not expect that the reverse split will result in a reduction in the number of record holders of the Company’s
common stock. The Company has filed an amendment to its Preliminary Proxy Statement to reflect these revisions.

As the Company has disclosed in its proxy statements regarding
the reverse stock split, the purpose of the reverse stock split is to permit the Company to obtain listing of its shares on a national
securities exchange, not to produce any of the effects described in paragraph (a)(3)(ii) of Rule 13e-3. Because the reverse stock
split has neither the purpose of nor a reasonable likelihood of producing any of the effects described in paragraph (a)(3)(ii)
of Rule 13e-3, the Company does not believe that the reverse stock split constitutes a “Rule 13e-3” transaction. The
Company further believes that the requirements of Schedule 13E-3 are no longer applicable to the reverse split proposal.

*	*	*

The Company acknowledges that:

 (1) the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

 (2) 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

 (3) 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.

We appreciate your time and attention to the Company’s
response to the Staff’s comments. Please contact the undersigned at (202) 887-1571 with any further comments or questions
you may have.

Sincerely,

/s/ Stephen B. Thau

Stephen B. Thau

    cc:
    Preston Brewer, Securities and Exchange Commission

    Daniel Greenspan, Securities and Exchange Commission

    M. Scott Salka, AmpliPhi Biosciences Corporation

    2

June 15 , 2015

Via E - Mail
Jeremy Curnock Cook
Interim Chief Executive Officer
AmpliPhi Biosciences Corporation
4870 Sadler Road, Suite 300
Glen Allen, VA 23060

Re: Schedule 13E -3 filed by AmpliPhi Biosciences Corporation
Filed June 2, 2015
File No. 005 -44887

AmpliPhi Biosciences Corporation
  Preliminary Proxy Statement on Schedule 14A
  Filed May 15, 2015
  File No. 000 -23930

Dear Mr. Cook:

We have reviewed the above filings and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to these comments within ten business days by providing the requested
inform ation or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these comments, we may have additional comment s.

Schedule 13E -3

General

1. Please include the legend required by Rule 13e -3(e)(1)(iii).

2. In response to disclosure  requirements required by SC 13E -3, please revise the proxy
statement to include information as of the most reasonable practicable date or  completed
fiscal quarter ended March 31, 2015, as appropriate.  For example, please update the
information required by Items 2 and 13 of SC 13 E-3.

Jeremy Curnock Cook
AmpliPhi Biosciences Corporation
June 15 , 2015
Page 2

 Item 3.  Identity and Background of Filing Person, page 3

3. Please provide the information required by Instruction C to Schedule 13E -3, including
the information required by Item 100 3(c) of Regulation M -A as to any natural person
specified in Instruction C to the schedule.

Item 13. Financial Statements, page 7

4. Please re fer to commen t 2, above and include the information required by Regulation M -
A as of the most recent quarterly report filed.

5. It appears that the Company is intending to incorporate by reference the information
required by Item 1010(a) of Regulation M -A. In circumstances where the filing person
elects to incorporate by reference the information required by Item 1010(a), all of the
summarized financial information required by Item 1010(c) must be disclosed in the
document furnished to security holders. See Instruction 1 to Item 13 of Schedule 13E -3.
Please revise to include summary financial statements and other applicable financial
information required by Item 1010(c)(1) through (6).

Schedule 14A

General

6. Consistent with Rule 13e -3(e)(1)(ii), please revis e to include a Special Factors section
prominently at the front of the disclosure document  and include the information required
by Items 7,8 and 9 of SC 13 E-3.

7. Please include a Summary Term Sheet. Ref er generally to Item 1 of SC 13E -3 and
corresponding Item 1001 of Regulation M -A.

General Information…, page 7

8. Please i nclude a question and answer that references the potential going -private effect
associated with approval of the reverse stock split proposal.  Please disclose  the ratio, if
any, at which a going private effect would not be triggered.  If all of the contemplated
ratios could result in a going private effect, revise to clearly state this fact.

Proposal No. 4, page 27

9. In an appropriate place in your discussion on page 27, expand the disclosure of the
background of the transaction to describe all discussions, meetings, contacts and reports
among the Board of Directors, affiliates and/or advisors regarding the proposal to ext end
your Board’s authorization to effect a reverse stock split of your common shares,
including:

Jeremy Curnock Cook
AmpliPhi Biosciences Corporation
June 15 , 2015
Page 3

  the range of ratios considered to effectuate a reverse stock split;
 advantages and disadvantages discussed, including the consideration given to the
impact on liquidity and the number of recordholders following a reverse stock split;
and
 alternatives to a reverse stock split that could also accomplish the company’s stated
goals of increasing the minimum market price to above $3.00 .
Refer generally to Item 1013 of Regulation M -A and instructions thereto.

10. We note disclosure that you do not anticipate the number of recordholders to be reduced
significantly following the effec tuation of the reverse stock split.  Please clarify the ratios
that would result in recordholders falling to below 300 and the consequences associated
therewith.

11. Clarify, if true, that although it is not the intent of the parties, the reverse split transaction
could trigger application of Rule 13e -3.  Also, please clarify your plans should
recordholders fall below 300 as a result of effecting the reverse stock split.  Disclose, for
example, whether the company will continue to file periodic reports even if it beca me
eligible to deregister under the Exchange Act.

12. Please revise your disclosure throughout to include the procedural and substantive
fairness discussion with respect to unaffiliated securityholders, which is required by Item
1014 of Regulation M -A.  Please note that the factors li sted in Instruction 2 to Item 1014
of Regulation M -A are generally relevant to the Company´s fairness determination and
should be discussed in reasonable detail. See Question Nos. 20 and 21 of the Exchange
Act Release No. 34 -17719 (April 13, 1981).   In this  regard, we note the absence of such
disclosure in the Schedule 13E -3 and the preliminary proxy statement.

13. Please revise your disclosure to affirmatively state, after making reasonable inquiry,
whether you know how any of your executive officers, directo rs or affiliates currently
intends to vote subject securities, including any securities for which the person has proxy
authority.  Refer to Item 1012(d) of Regulation M -A, including the instructions, thereto.

Purpose and Background of the Reverse Stock Sp lit, page 28

14. Please revise to provide the disclosure required by Item 7 of SC 13E -3 and corresponding
Item 1013 of Regulation M -A.

Principal Effects of the Reverse Stock Split on Common Stock; No Fractional Shares, page 29

15. Please revise to disclose the  information regarding expenses as required by Item 1007(c)
of Regulation M -A.

Jeremy Curnock Cook
AmpliPhi Biosciences Corporation
June 15 , 2015
Page 4

 No Dissenters Rights, page 32

16. We note your statement that shareholders are not entitled to appraisal rights under
applicable state law.  If applicable, please revise to briefly outline any other rights that
may be available under applicable law for security holders who object to the transaction.
Refer to Item 1004(d) of Regulation M -A.

Required Approval, page 32

17. Please revise your disclosure on page 32 under the captio n “Required Approval” to
specifically state that the approval of at least a majority of unaffiliated security holders is
not required.  Refer to Item 1014(c) of Regulation M -A.

18. Your disclosure states on page 32 that “ [t]he Board recommends a vote FOR
authorization of the reverse stock split at a ratio at least one -for-five and up to one -for-
fifty.”   The preliminary proxy statement does not contain, however, disclosure whether
or not the Rule 13e -3 transaction was approved by a majority of your directors w ho are
not employed by you.  Refer to Item 1014(e) of Regulation M -A.

Executive Compensation, page 37

19. Please disclose the cash payment you expect each director and officer to receive as a
result of the reverse stock split based on their current share own ership, individually, and
in the aggregate.

Form of Proxy Card

20. Please revise to indicate that the form of proxy card is a preliminary copy.   See Rule 14a -
6(e)(1).

*     *     *     *     *

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act  of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

Jeremy Curnock Cook
AmpliPhi Biosciences Corporation
June 15 , 2015
Page 5

  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

 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 Uni ted States.

You may contact Staff Attorney Preston Brewer at (202) 551 -3969 or me at (202) 551 -
3715 with any questions.

Sincerely,

/s/ Mellissa Campbell Duru

Mellissa Campbell Duru
       Special Counsel
       Office of Mergers and Acquisitions

cc: Via E -Mail
 Stephen Thau, Esq.
 Morrison & Foerster LLP

May 26, 2015

Via E-Mail
David E. Bosher
Interim Chief Financial Officer
AmpliPhi Biosciences  Corporation
4870 Sadler Road, Suite 300
Glen Allen, VA 23060

Re: AmpliPhi  Biosciences Corporation
  Preliminary Proxy Statement on Schedule 14A
  Filed May 15 , 2015
  File No. 000 -23930

Dear Mr. Bosher :

We have limited our review of your revised preliminary proxy statement to the issue we
have addressed in our comment. Please  respond to this letter by revising the preliminary proxy
statement.  Where you do not believe our comment applies to your facts and circumstances,
please tell us why in your response.

After reviewing any information you provide in response to this commen t, we may have
additional comments.

1. Based on  disclosure in your most recent 10 -K that there were 305 holders of record as of
March 16, 2015, it appears that the contemplated reverse stock split may have a
reasonable likelihood of cashing out a sufficient number of re cord holders to cause
AmpliPhi common stock to become eligible for termination of registration or suspension
of its reporting obligations under the Exchange Act. Accordingly, please provide your
analysis as to whether the proposed reverse stock split, cashing out of fractional shares
and the potential reduction in the number of recordholders may constitute a going private
transaction pursuant to Rule 13e -3 of the Exchange Act by producing a “going private
effect” as specified in that rule.  If so, pleas e comply with the requirements as set forth in
paragraphs (d), (e), and (f) of Rule 13e -3. Alternatively, please advise us why the
potential split ratio chosen would not be reasonably likely to produce this effect. In your
response, please be specific with  respect to your calculations, including the split ratio
assumed and the number of record holders expected after the reverse split.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that th e filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in

David E. Bosher
AmpliPhi Biosciences Corporation
May 26 , 2015
Page 2

 possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

In responding to our comment, please provide a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 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

 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.

You may contact Staff Attorney Preston Brewer at (202) 551 -3969 , Legal Branch Chief
Dan Greenspa n at (202) 551 -3623  or me  at (202) 551 -3715 with any questions.

Sincerely,

 /s/ Daniel  Greenspan for

 Jeffrey P. Riedler
 Assistant Director

cc: Via E -Mail
 Stephen Thau, Esq.
 Morrison & Foerster LLP

CORRESP
1
filename1.htm

May 13, 2015

BY EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    Re:
    AmpliPhi Biosciences Corporation

    Registration Statement on Form S-1, as amended

    File No. 333-203454

    Request for Acceleration of Effectiveness

Ladies and Gentlemen:

Pursuant to Rule 461 of the Securities
Act of 1933, as amended, AmpliPhi Biosciences Corporation, a Washington corporation (the “Company”), hereby
requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the
above-referenced Registration Statement to become effective at 4:00 PM, New York City time, on May 14, 2015, or as soon thereafter
as possible on such date. The Company also requests the Commission to specifically confirm such effective date and time to the
Company in writing.

The Company hereby acknowledges that:

 · Should the Commission or the staff of the Commission (the “Staff”), acting pursuant
to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 · The action of the Commission or the Staff, acting pursuant to delegated authority, in declaring
the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure
in the filing; and

 · The Company may not assert Staff comments and the declaration of effectiveness as a defense in
any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Should you have any questions or require
any additional information with respect to this filing, please contact the undersigned at (804) 827-2524. Thank you for your assistance
and cooperation.

    Sincerely,

    AMPLIPHI BIOSCIENCES CORPORATION

    /s/ David E. Bosher

    David E. Bosher

    Interim Chief Financial Officer

    AmpliPhi Biosciences Corporation

 cc: Stephen B. Thau, Esq., Morrison & Foerster LLP

US: 800 East
Leigh Street, Suite 209, Richmond, VA 23219

AU: Unit 7
27 Dale Street, Brookvale 2100 NSW

April 24, 2015

Via E -mail
Jeremy Curnock Cook
Interim Chief Executive Officer
AmpliPhi Biosciences Corporation
4870 Sadler Road, Suite 300
Glen Allen, Virginia 23060

Re: AmpliPhi  Biosciences Corporation
  Registration Statement on Form S-1
Filed  April  16, 2015
  File No.  333-203454

Dear Mr. Cook :

We have limited our review of your registration statement to those issues we have
addressed in our comment.

Please respond to this letter by amending your registration statement and providing the
requested information .  Where you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why i n your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to the comment , we may have  additional comments.

General

1. We note that that you have a pending confidential treatment request.  We will not be in a
position to accelerate the effectiveness of your registration statement until we have
completed processing your confidential treatment request .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement , please provide a written statement from the com pany
acknowledging that:

Jeremy Curnock Cook
AmpliPhi Biosciences Corporation
April 24, 2015
Page 2

  should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding reques ts for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities  Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective  date of the
registration statement.

Please contact Matthew Jones at (202) 551 -3786, Bryan Pitko at (202) 551 -3203, or me at
(202) 551 -3715 with any other questions.

Sincerely,

 /s/ Bryan J. Pitko for

Jeffrey P. Riedler
Assistant Director

cc:  Stephen Thau
Morrison & Foerster LLP
2000 Pennsylvania Avenue NW
Washington, DC 20006

CORRESP
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December 23, 2014

BY EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    Re:
    AmpliPhi Biosciences Corporation

    Registration Statement on Form S-1, as amended

    File No. 333-193458

    Request for Acceleration of Effectiveness

Ladies and Gentlemen:

Pursuant to Rule 461 of the Securities
Act of 1933, as amended, AmpliPhi Biosciences Corporation, a Washington corporation (the “Company”), hereby
requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the
above-referenced Registration Statement to become effective at 4:00 PM, New York City time, on December 29, 2014, or as soon thereafter
as possible on such date. The Company also requests the Commission to specifically confirm such effective date and time to the
Company in writing.

The Company hereby acknowledges that:

 · Should the Commission or the staff of the Commission (the “Staff”), acting pursuant
to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 · The action of the Commission or the Staff, acting pursuant to delegated authority, in declaring
the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure
in the filing; and

 · The Company may not assert Staff comments and the declaration of effectiveness as a defense in
any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Should you have any questions or require
any additional information with respect to this filing, please contact the undersigned at (804) 205-5069. Thank you for your assistance
and cooperation.

    Sincerely,

    AMPLIPHI BIOSCIENCES CORPORATION

    /s/ David E. Bosher

    David E. Bosher

    Interim Chief Financial Officer

    AmpliPhi Biosciences Corporation

 cc: Stephen B. Thau, Esq., Morrison & Foerster LLP

US: 4870
Sadler Rd, Suite 300, Glen Allen, VA 23060

AU: Unit 7
27 Dale Street, Brookvale 2100 NSW

December 19, 2014

Via E -mail
Jeremy Curnock Cook
Interim Chief Executive Officer
AmpliPhi Biosciences Corporation
4870 Sadler Road, Suite 300
Glen Allen, Virginia 23060

Re: AmpliPhi Biosciences Corporation
Form 10 -12(g)
Filed December 16, 2013
File No. 000-23930

Dear Mr. Cook :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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.  We urge all per sons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Bryan J. Pitko for

Jeffrey P. Riedler
Assistant Director

November 24, 2014

Via E -mail
Jeremy Curnock Cook
Interim Chief Executive Officer
AmpliPhi Biosciences Corporation
4870 Sadler Road, Suite 300
Glen Allen, Virginia 23060

Re: AmpliPhi Biosciences Corporation
 Preliminary Proxy Statement on Schedule 14A
Filed November 7, 2014
File No. 000-23930

Dear Mr. Cook :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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 la ws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Daniel  Greenspan for

Jeffrey P. Riedler
Assistant Director

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November 18, 2014

BY EDGAR

Jeffrey Riedler

Assistant Director Healthcare and Insurance

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    Re:
    AmpliPhi Biosciences Corporation

    Preliminary Proxy Statement on Schedule 14A

    Filed November 7, 2014

    File No. 000-23930

Dear Mr. Riedler:

This letter is submitted by AmpliPhi Biosciences
Corporation (the “Company”) in response to the comments of the staff of the Division of Corporation Finance
of the Securities and Exchange Commission (the “Staff”) with respect to the Company’s Preliminary Proxy
Statement on Schedule 14A filed November 7, 2014 (File No. 000-23930) (the “Preliminary Proxy Statement”), as
set forth in your letter dated November 14, 2014. Below are responses to each of the Staff’s comments. The text of each comment
contained in the Staff’s letter is set forth in italics below, followed by the Company’s response.

Proposal 1, page 6

 1. We note that you have proposed a reverse stock split. Please amend to disclose whether you have any plans, arrangements,
understandings, etc. to issue any of the shares that would be newly available for issuance as a result of the reverse split. If
such plans exist, please disclose all material information.

RESPONSE:

As previously disclosed in the Company’s Quarter
Report on Form 10-Q for the quarter ended September 30, 2014, filed on November 14, 2014, the Company intends to seek additional
financing in order to fund operations through 2015. There are currently no specific plans regarding the terms of such financing.
The Company respectfully informs the Staff that, without giving effect to the reverse stock split, it believes it currently has
available a sufficient number of authorized but unissued shares for purposes of completing such financing activities. To clarify
this point, and in response to the Staff’s comment, the Company proposes to include the following revised disclosure in the
Definitive Proxy Statement:

US: 4870
Sadler Rd, Suite 300, Glen Allen, VA 23060

AU: Unit 7
27 Dale Street, Brookvale 2100 NSW

“Upon effectiveness of the Reverse Stock Split,
the number of authorized shares of Common Stock that are not issued or outstanding will increase substantially because the proposed
amendment will not reduce the number of authorized shares while it will reduce the number of outstanding shares by one-fifth to
one-fiftieth, depending on the exchange ratio selected by our Board. Authorized but unissued shares will be available for issuance,
and we may issue such shares in financings or otherwise. The Company currently plans
to seek additional financing in order to fund operations through 2015. The Company believes that its existing authorized and unissued
shares would be sufficient for anticipated financing activities. Accordingly, the reverse stock split is not being implemented
for the purpose of increasing the authorized capital stock available for financing activities, although it could have that effect.”

 2. We note that your shareholders approved a reverse stock split in February 2014. Please advise us why you were not required
to file a proxy statement on Schedule 14A or a current report on Form 8-K disclosing the results of this vote. In this regard,
please tell us when in February your shareholders approved the reverse stock split.

RESPONSE:

The Company supplementally informs the Staff that
the special meeting of shareholders at which the original reverse stock split was approved was held on February 11, 2014, prior
to the effectiveness of the Company’s Registration Statement on Form 10. Accordingly, the Company did not have any securities
registered pursuant to Section 12 of the Act at time the approval occurred or when proxies for such approval were solicited.

 3. Please provide your analysis explaining why the contemplated reverse stock split and cashing out of fractional shares should
not be deemed a Rule 13e-3 transaction. Alternatively, please comply with the requirements as set forth in paragraphs (d), (e),
and (f) of Rule 13e-3.

RESPONSE:

The Company does not believe that the reverse stock
split is reasonably likely to have, nor will it have the purpose of producing, a going-private effect within the meaning of Rule
13a-3 because, as of the record date, the Company had fewer than 300 record holders. The Company also notes supplementally that
it chose voluntarily to file its Registration Statement on Form 10 at a time when it had fewer than 2,000 holders and, as disclosed
in the Preliminary Proxy Statement, one of the primary purposes of the reverse stock split is to permit the Company to become listed
on a national securities exchange, which, if approved, would require the Company to maintain its reporting company status.

*	*	*

    2

The Company acknowledges that:

 (1) the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

 (2) 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

 (3) 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.

We appreciate your time and attention to the Company’s
response to the Staff’s comments. Please contact the undersigned at (650)-888-2422 with any further comments or questions
you may have.

        Sincerely,

        AMPLIPHI BIOSCIENCES CORPORATION

        /s/ David E. Bosher

        David E. Bosher

        Interim Chief Financial Officer

        AmpliPhi Biosciences Corporation

    cc:
    Matthew Jones

    Daniel Greenspan

    Stephen Thau, Morrison & Foerster LLP

    3

November 14, 2014

Via E -mail
David E. Bosher
Chief Financial Officer
AmpliPhi Biosciences Corporation
4870 Sadler Road, Suite 300
Glen Allen, Virginia 23060

Re: AmpliPhi  Biosciences Corporation
 Preliminary Proxy Statement on Schedule 14A
Filed  November 7, 2014
  File No.  000-23930

Dear Mr. Bosher :

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comment applies  to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your respon se.

After reviewing the information you provide in response to our comment , we may have
additional commen ts.

Proposal 1, page 6

1. We note that you have proposed a reverse stock split.   Please amend to disclose whether
you have any plans, arrangements, understandings, etc. to issue any of the shares that
would be newly availabl e for issuance as a result of the reverse split.   If such plans exist,
please disclose all material information.

2. We note that your shareholders approved a reverse stock split in February 2014.  Please
advise us why you were not requir ed to file a proxy statement on Schedule 14A or a
current report on Form 8 -K disclosing the results of this vote. In this regard, please tell us
when in February your shareholders approved the reverse stock split.

3. Please provide your analysis  explaining  why the contemplated  reverse stock split and
cashing out of fractional shares should  not be deemed a Rule 13e -3 transaction.
Alternatively, please comply with the requirements as set forth in paragraphs (d) , (e), and
(f) of Rule 13e -3.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to  be certain that the filing includes the information the Securities Exchange Act of

David E. Bosher
AmpliPhi  Biosciences Corporation
November 14, 2014
Page 2

 1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are respon sible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in  the filing;

 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

 the company may not assert staff comments as a defense in any proceeding initiated b y
the Commission or any person under the federal securities laws of the United States .

Please contact Matthew Jones  at (202) 551 -3786, Dan Greenspan at (202) 551 -3623,  or
me at (202) 551 -3715 with any other questions.

Sincerely,

 /s/ Daniel Greenspan for

Jeffrey P. Riedler
Assistant Director

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August 12, 2014

BY EDGAR

Jeffrey Riedler

Assistant Director Healthcare and Insurance

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Re: AmpliPhi Biosciences Corporation

Amendment No. 3 to Registration Statement on Form
10

Filed May 22, 2014

Response dated August 12, 2014

File No. 000-23930

Dear Mr. Riedler:

This letter is submitted by AmpliPhi Biosciences Corporation
(the “Company”) in response to the comments of the staff of the Division of Corporation Finance of the Securities
and Exchange Commission (the “Staff”) with respect to the Company’s Form 10-12G/A filed May 22, 2014 (File
No. 000-23930), as set forth in verbal discussions between the Staff and the Company.

Further to the Company’s discussion with the Staff, the
Company has determined that the dividend clause and contingent dividend clause with respect to the Company’s Series B Preferred
Stock are not clearly and closely related to the host instrument and should be bifurcated as a compound derivative. Although the
dividend and contingent dividend clauses (excerpt “b” and “c,” respectively, in the Company’s letter
to the Staff dated July 15, 2014) are more akin to debt, which the Company concluded the host instrument to be akin to, the Company
still concludes that these two clauses are not clearly and closely related to the host instrument because these clauses provide
the holders with benefits of both equity and debt ownership as the holders would receive all of the upside of equity ownership
if the dividends to common shareholders was greater than the cumulative 10% fixed rate.

The Company will update its valuation of the preferred shares
and compound derivative to reflect these features, as well as the features noted in the Company’s letter to the Staff dated
July 15, 2014. The Company also notes that the contingent dividend provision identified as excerpt {d} in the Company’s letter
to the Staff dated July 15, 2014 does not provide any incremental benefit not already afforded by other features. In addition,
the Company acknowledges that if an embedded conversion feature is bifurcated from the preferred stock and accounted for separately,
a beneficial conversion feature is not recognized. The Company will restate all fillings impacted to reflect the adjusted compound
derivative and the fact that no beneficial conversion feature should’ve been recognized.

US: 4870
Sadler Rd, Suite 300, Glen Allen, VA 23060

AU: Unit 7
27 Dale Street, Brookvale 2100 NSW

Regarding valuation of the conversion option
and warrants containing antidilution price protection provisions, the Company will use a Monte-Carlo simulation to value the compound
derivative.

*	*	*

The Company acknowledges that:

 (1) the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

 (2) 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

 (3) 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.

We appreciate your time and attention to the Company’s
response to the Staff’s comments. Please contact the undersigned at (650) 888-2422 with any further comments or questions
you may have.

Sincerely,

AMPLIPHI BIOSCIENCES CORPORATION.

/s/ Philip J. Young

Philip J. Young

President and Chief Executive Officer

AmpliPhi Biosciences Corporation

    cc:
    Amy Reischauer

    Bryan Pitko

    Stephen Thau, Morrison & Foerster LLP

    2

CORRESP
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July 16, 2014

BY EDGAR

Jeffrey Riedler

Assistant Director Healthcare and Insurance

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Re: AmpliPhi Biosciences Corporation

Amendment No. 3 to Registration Statement on Form
10

Filed May 22, 2014

Response dated June 10, 2014

File No. 000-23930

Dear Mr. Riedler:

This letter is submitted by AmpliPhi Biosciences Corporation
(the “Company”) in response to the comments of the staff of the Division of Corporation Finance of the Securities
and Exchange Commission (the “Staff”) with respect to the Company’s Form 10-12G/A filed May 22, 2014 (File
No. 000-23930), as set forth in your letter dated June 10, 2014. Below are responses to each of the Staff’s comments. The
text of each comment contained in the Staff’s letter is set forth in italics below, followed by the Company’s response.

Financial Statements

7. Preferred Shares, page F-12

 1. Please confirm our understanding that your Series B convertible preferred stock and your warrants contain price protection
provisions that require a reduction in the conversion price or exercise price as a result of a subsequent at-market issuance of
shares below the instruments’ original strike price, or as a result of the subsequent issuance of another equity-linked instrument
with a lower strike price. Please provide an illustrative example of the operation of your price protection feature for both your
convertible preferred stock and your warrants.

Response:

The Series B convertible preferred stock and warrants
issued in the June and December 2013 financings contain price protection provisions.

Series B: The Series B convertible preferred
stock is subject to antidilution provisions.

The Series B convertible preferred stock converts
into common stock at a ratio equal to the “Series B Conversion Rate,” which is initially set at 10:1.  In other
words, upon issuance, each share of Series B convertible preferred stock was convertible into 10 shares of the Company’s
common stock. The “Series B Conversion Rate” is adjusted in the event of a “Diluting Issue,” which is defined
as any issuance of shares where the consideration received is less than $1.40 per share.  In the event of a Diluting Issue,
the new Series B Conversion Rate will be adjusted such that it will equal the product of (x) the Series B Preferred Conversion
Rate in effect immediately prior to the Dilutive Issue (e.g., 10.0) and (y) a fraction, the numerator of which is the Series B
Stated Value (or $1.40), and the denominator of which is equal to (i) the new per share consideration multiplied by (ii) Series
B Preferred Conversion Rate in effect immediately prior to the Dilutive Issue (or 10.0).

If, after issuing the Series B convertible preferred
stock and prior to a mandatory conversion event, the Company sells shares of its common stock for $0.10, the new Series B Conversion
Rate would equal 10.0 * ($1.40 / ($0.10 * 10.0)), or 14.0.  In this example, then, each Series B share would become convertible
into 14 shares of the Company’s common stock.

Warrants: The warrants contain “full-ratchet”
price protection provisions for the warrant purchase price.

The warrants issued in June 2013 entitled the holders
thereof to purchase shares of common stock at a price per share of $0.14.  If a holder was issued a warrant entitling it to
purchase up to 1,000,000 shares of the Company’s common stock for $0.14 per share, then, absent any adjustments, in order
to exercise the warrant in full and receive the full amount of warrant shares, the holder would need to pay $140,000.00 to the
Company upon exercise.

If, after issuing the warrant, the Company sells shares
of its common stock for $0.10 per share, then the warrant holder’s purchase price per share would be adjusted downward from
$0.14 to $0.10.  The warrant holder could then exercise the warrant in full for $100,000, rather than $140,000, and still
receive all of the warrant shares.

In order to facilitate our understanding
of your analysis of whether embedded derivatives within your Series B Preferred Stock require bifurcation, please identify for
us the nature of the host contract (i.e. more akin to equity or more akin to debt) and provide your supporting analysis. See for
example ASC 815-15-25-1 and ASC 815-15-25-17. In your analysis, please identify each of the features you considered in determining
the nature of the host contract. Please also clarify whether you include or exclude the embedded derivative being evaluated for
separation when determining the nature of the host contract. See ASC 815-10-S99-3 and ASC 815-10-S55-1.

Response:

Management elected to use the whole instrument approach
to analyze the preferred shares. The Company started by analyzing all the major clauses of the preferred shares document (Exhibit
1). During this analysis, the Company determined there were 13 clauses (A-M) that required consideration. As part of the whole
instrument approach, the Company analyzed each clause first individually to determine if it was more like debt or more like equity
(Exhibit 2). After each feature was analyzed, the Company looked at the instrument in totality and weighted each of the features
(Exhibit 3). Management assigned a logical value (1 for debt or a 2 for equity) to each of the clauses. Based on this analysis,
it was determined that the host instrument was more akin to debt. In order to insure that the analysis was accurate, the Company
tried various weightings and determined that the debt finding was correct. The weightings for the equity features would have to
be close to 40% in order for them to trigger the host being more akin to equity. Management determined that those features do not
represent more than double the weight of any other of the features as all the features together were intended to protect the Series
B investor. The Company also re-performed the analysis using the chameleon approach with the same results for further verification.

 2. Please reevaluate whether the conversion option requires bifurcation based on the nature of
the host contract rather than based on the scope exception in ASC 815-10-15-74. In this regard, it does not appear that the economic
characteristics and risks of the option to convert preferred stock to common stock change as a result of the price protection provision.
Please also note that if an embedded conversion feature is bifurcated from the preferred stock and accounted for separately, a
beneficial conversion feature is not recognized.

Response:

In order to determine whether the various features
required bifurcation, the Company first determined whether the feature met the definition of a derivative (Exhibit 4). Based on
this analysis, the Redemption Feature in clause {a}, the dividend feature in clause {b}, the adverse events feature in clause {g},
the liquidation dividend feature in clause {i}, and the two conversion features in clauses {l} and {m} all met the definition of
a derivative. The next step in the process was to determine if the feature was clearly and closely related to the host instrument
(Exhibit 5). Based on this analysis, only the redemption feature in clause {a}, the adverse events feature in clause {g}, the liquidation
feature in clause {i} and the two conversion features in clauses {l} and {m} were not clearly and closely related to the host instrument
and should be bifurcated as a compound derivative. Finally, the Company reviewed the list of Exceptions in 815-10-15 -13 and noted
that the only one requiring consideration was paragraph 74 Certain Contracts Involving an Entity’s Own Equity. Due to the
down round protection in the conversion features, the preferred shares are not indexed to the Company’s own stock and therefore
did not meet this exception.

Upon confirming the accounting treatment of the embedded
conversion feature, the Company will update its valuation of the preferred shares and compound derivative, and the Company is currently
evaluating measurement alternatives.

 3. Please analyze for us whether the optional redemption feature and the liquidation preference
represent embedded derivatives requiring bifurcation.

Response:

Based on the analysis in Exhibits 4 and 5 attached
hereto, the redemption feature and the liquidation preference do represent embedded derivatives requiring bifurcation.

In your analysis, please clarify whether
the change-in-control provisions that trigger the liquidation preference result in legal redemption or settlement of the Series
B preferred stock.

Response:

With respect to the Series B convertible preferred
stock, the change-in-control provisions result in a right to receive a certain amount of proceeds from the Company upon a “Change
in Control” (as defined in Section 4.4.8 of the Certificate of Designations for the Series B convertible preferred stock),
but do not result in redemption or settlement of the shares.  If, for example, a third-party acquirer desires to purchase
a majority of the outstanding securities of the Company directly from security holders, and such contemplated purchase constitutes
a “Change in Control,” the holders of the Series B convertible preferred stock would be entitled to the payments described
in Section 4.4.8, but the shares would not be redeemed or settled by the Company.

Please also clarify whether the change-in-control
provisions require net cash settlement only in specific circumstances in which holders of shares underlying the contract also would
receive cash in exchange for their shares.

Response:

The holders of Series B preferred stock are entitled
to payment of the liquidation preference on a “Change in Control” regardless of whether the holders of common stock
are also entitled to payment.

If the optional redemption feature and
the liquidation preference are not required to be bifurcated from the Series B Preferred Stock, please analyze for us whether either
of these features cause the Series B Preferred Stock to be redeemable preferred stock. See ASC 480-10-S99.

Response:

This analysis was not applicable as these features
do require bifurcation per the analysis above.

We do not believe that a Black-Scholes
valuation model appropriately captures the value of instruments that include anti-dilution price protection provisions. In this
regard the Black-Scholes model is a single-path model that does not take into account the potential exercise price adjustments
under your conversion option and warrants’ anti-dilution price protection provisions. Please use an appropriate valuation
model such as a binomial or lattice model.

Response:

The Company has not yet updated its valuation of the
preferred shares and compound derivative and is currently evaluating measurement alternatives pending the resolution of the accounting
treatment of the various features. However, the fair value of the warrant liability issued with the Series B convertible preferred
stock was determined by management with the assistance of an independent third party valuation specialist using the Monte-Carlo
Simulation model. Significant assumptions used in the model for the subject warrants include a 5% probability that the warrant
exercise price would be reset due to future down round financing occurring and a volatility range between 150% and 170%.

9. Business Combinations, page F-16

 4. Please expand your disclosure in this note to specify what you acquired in each business combination
similar to your response in your June 10, 2014 response letter, that is, that you acquired AmpliPhage-001 as part of the Biocontrol
acquisition and AmpliPhage-002 as part of the SPS acquisition and the fair value of each respective in-process research and development
project acquired.

Response:

Management acknowledges the Staff’s comment
and will expand the disclosures in future filings, including the next amendment to the Form 10.

 5. Please tell us whether patents existed at the acquisition date of Biocontrol and SPS. If they
did exist and would have a material effect on your financial statements if recognized separately, please help us understand, notwithstanding
the nonauthoritative literature you cited, why it is appropriate to account for patents, which have a finite life, as if they have
an indefinite life and whether, and if so how, the valuation of the IRP&D asset contemplated their finite life.

Response:

Two patents existed for Biocontrol at the time of
acquisition. SPS had no patents at the time of acquisition. Management acknowledges the Staff’s comment and will recognize
Biocontrol’s patents separately from IPR&D on the upcoming amended filing.

 6. Please explain in layman’s terms what phage and bacterial banks are and why they do not have an alternative future
use at the acquisition date. In your response, please help us understand:

 · Whether the phage and bacterial banks acquired require further development subsequent to the
acquisition date to be used in research and development activities;

 · Whether the company has identified future research and development projects in which it will
use the banks and whether such identification had occurred as of the acquisition date;

 · If the company identified future research and development projects using the banks, whether
it is “reasonably expected” that the company will use the banks in that alternative manner and anticipates economic
benefit from that alternative use.

 · Whether the company’s valuation of the IPR&D asset contemplated the results of future
research and development projects that had not commenced at the acquisition date.

Response:

With the acquisitions of Special Phage Services (“SPS”)
and Biocontol (the “Acquisition”), the Company acquired, along with certain other assets and patents, certain
bacteriophage assets (“phage banks”) and bacteria assets (bacteria library or bacteria bank). The Company acquired
two primary phage species banks with the acquisition of the Biocontrol and two primary species phage banks with the acquisition
of SPS. These acquired phage banks represent several hundred different phage which may kill their target bacterial pathogens. The
acquired bacteria banks represent up to 200 sub-species (isolates) of each of the primary species. The various sub-species (isolates)
of each bacteria bank allow the Company to test the efficacy of each phage on a world-wide basis. The resulting data will be used
to develop a phage mix that may be further developed in human clinical studies for regulatory approval.

The phage banks acquired in each acquisition did require
further development and will continue to require additional development, subsequent to the acquisition date. The Company’s
exclusive focus of development with the acquired phage banks, as of the time of the acquisition, was related to these two applications:

 • wound and skin infections caused by the S. aureus
bacteria

 • lung infections in cystic fibrosis caused by the P.
aeruginosa bacteria

These two applications represented, and continue to
represent, the Company’s most advanced areas of commercial development.

The Company had not formally evaluated future research
and development projects as of the date of either acquisition nor has the Company formally evaluated potential future research
and development projects since acquisition related to the acquired phage banks.

*         *         *

The Company acknowledges that:

 (1) the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

 (2) 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

 (3) 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.

We appreciate your time and attention to the Company’s
response to th

June 23 , 2014

Via E -Mail
Philip J. Young
President and CEO
AmpliPhi Biosciences Corporation
4870 Sadler Road, Suite 300
Glen Allen, Virginia 23060

Re: AmpliPhi Biosciences Corporation
Amendment No. 3 to Registration Statement on Form 10
Filed May 22, 2014
Response dated June 10, 2014
  File No. 000 -23930

Dear Mr. Young:

We have reviewed your response dated June 10, 2014 and have the following comments.
In some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter within ten b usiness days by amending your  filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is approp riate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.

Financial Statements
7. Preferred Shares, page F -12

1. Please confirm  our understanding that your Series B convertible preferred stock and your
warrants contain price protection provisions that require a reduction in  the conversion
price or exercise price as a result of a subsequent at -market issuance of shares below the
instruments’ original strike price, or as a result of the subsequent issuance of another
equity -linked instrument with a lower strike price.   Please provide an illustrative example
of the operation of your price protection feature for both your convertible p referred stock
and your warrants.

In order to facilitate our understanding of your analysis of whether embedded derivatives
within your Series B Preferred Stock require bifurcation, please identify for us the nature
of the host contract (i.e. more akin to  equity or more akin to debt) and provide your

Philip J. Young
AmpliPhi Biosciences Corporation
June 23 , 2014
Page 2

 supporting analysis. See for example ASC 815 -15-25-1 and ASC 815 -15-25-17.  In your
analysis, please identify each of the features you considered in determining the nature of
the host contract.   Please also cl arify whether you include or exclude the embedded
derivative being evaluated for separation when determining the nature of the host
contract.   See ASC 815 -10-S99-3 and ASC 815 -10-S55-1.

2. Please reevaluate whether the conversion option requires bifurcation based on the nature
of the host contract rather than based on the scope exception in ASC 815 -10-15-74.  In
this regard, it does not appear that the economic characteristics and risks of the option to
convert preferred stock to common stock change as a resu lt of the price protection
provision. Please also note that if an embedded conversion feature is bifurcated from the
preferred stock and accounted for separately, a beneficial conversion feature is not
recognized.

3. Please analyze for us whether the optio nal redemption feature and the liquidation
preference represent embedded derivatives requiring bifurcation.   In your analysis, please
clarify whether the change -in-control provisions that trigger the liquidation preference
result in legal redemption or set tlement of the Series B preferred stock.   Please also
clarify whether the change -in-control provisions require net cash settlement only in
specific circumstances in which holders of shares underlying the contract also would
receive cash in exchange for the ir shares.

If the optional redemption feature and the liquidation preference are not required to be
bifurcated from the Series B Preferred Stock, please analyze for us whether either of
these features cause the Series B Preferred Stock to be redeemable pr eferred stock.   See
ASC 480 -10-S99.

We do not believe that a Black -Scholes valuation model appropriately captures the value
of instruments that include anti -dilution price protection provisions.   In this regard the
Black -Scholes model is a single -path mod el that does not take into account the potential
exercise price adjustments under your conversion option and warrants’ anti -dilution price
protection provisions.   Please use an appropriate valuation model such as a binomial or
lattice model.

9. Business C ombinations, page F -16

4. Please expand your disclosure in this note to specify what you acquired in each business
combination similar to your response in your June 10, 2014 response letter, that is, that
you acquired AmpliPhage -001 as part of the Biocontrol  acquisition and AmpliPhage -002
as part of the SPS acquisition and the fair value of each respective in -process research
and development project acquired.

5. Please tell us whether patents existed at the acquisition date of Biocontrol and SPS.   If
they did e xist and would have a material effect on your financial statements if recognized

Philip J. Young
AmpliPhi Biosciences Corporation
June 23 , 2014
Page 3

 separately, please help us understand, notwithstanding the nonauthoritative literature you
cited, why it is appropriate to account for patents, which have a finite life, as if  they have
an indefinite life and whether, and if so how, the valuation of the IRP&D asset
contemplated their finite life.

6. Please explain in layman’s terms what phage and bacterial banks are and why they do not
have an alternative future use at the acquis ition date.   In your response, please help us
understand:
 Whether the phage and bacterial banks acquired require further development
subsequent to the acquisition date to be used in research and development activities;
 Whether the company has identified fu ture research and development projects in
which it will use the banks and whether such identification had occurred as of the
acquisition date;
 If the company identified future research and development projects using the banks,
whether it is “reasonably exp ected” that the company will use the banks in that
alternative manner and anticipates economic benefit from that alternative use.
 Whether the company’s valuation of the IPR&D asset contemplated the results of
future research and development projects that h ad not commenced at the acquisition
date.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable E xchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the
filing;

 staff comments or changes to disclosure in response to staff comments do not
foreclose the C ommission 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.

Philip J. Young
AmpliPhi Biosciences Corporation
June 23 , 2014
Page 4

 You may contact James Peklenk at (202) 551 -3661 or Lisa Vanjoske at (202) 551 -3614 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Amy Reischauer at (202) 551 -3793, Bryan Pitko at (202) 551 -3203, or me at (202) 551 -
3715 with any other questions.

Sincerely,

 /s/ Bryan J. Pitko for

Jeffrey P. Riedler
Assistant Director

cc: Via E -Mail
Stephen B. Thau
Morrison & Foerster LLP
755 Page Mill Road
Palo Alto, CA 94304 -1018

CORRESP
1
filename1.htm

June 10, 2014

BY EDGAR

Jeffrey Riedler

Assistant Director Healthcare and Insurance

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    Re:
    AmpliPhi Biosciences Corporation

    Amendment No. 3 to Registration Statement on Form 10

    Filed May 22, 2014

    File No. 000-23930

Dear Mr. Riedler:

This letter is submitted by AmpliPhi Biosciences
Corporation (the “Company”) as a supplemental response to questions raised by the staff of the Division of Corporation
Finance of the Securities and Exchange Commission (the “Staff”) during a phone conversation that took place
on June 6, 2014. During such conversation, the Staff asked questions regarding the Company’s accounting for in-process research
and development (“IPR&D”) and related items, as reflected in the financial statements included as part of
Amendment No. 3 to the Company’s Form 10-12G filed May 22, 2014 (File No. 000-23930) (“Amendment No. 3”).
Per the request of the Staff, the Company is submitting this supplemental response to summarize its practices related to IPR&D.

We supplementally advise the Staff that,
according to the Assets Acquired to Be Used in Research and Development Activities (the “IPR&D Guide”) prepared
by the IPR&D Task Force (the “Task Force”), an asset acquired in a business combination that is to be “used
in R&D activities” by the acquirer is distinguishable from other acquired assets because the acquirer has specifically
identified an IPR&D project[1]. The IPR&D Guide
considers that these assets represent R&D acquired in a business combination that will continue to be actively pursued by the
acquirer in its ongoing R&D activities would clearly be considered “used in R&D activities.”[2]

In addition to satisfying the general recognition
criteria applicable to each asset acquired in a business combination that is to be used in R&D activities, if the asset to
be used in R&D activities is a specific IPR&D project, The Task Force believes that there should also be persuasive evidence
that each of the acquired IPR&D projects has substance and is incomplete.

1 See Paragraph
2.08 of the IPR&D Guide.

2 See Paragraph
2.10 of the IPR&D Guide.

US: 4870
Sadler Rd, Suite 300, Glen Allen, VA 23060

AU: Unit 7
27 Dale Street, Brookvale 2100 NSW

 • Substance—For a specific IPR&D project of an acquired company to give rise initially to an asset, the acquired company
must have performed R&D activities that constitute more than insignificant efforts and that:

 · meet the definition of R&D under FASB ASC 730-10, and

 · result in the creation of value.

 • Incompleteness—Incompleteness means there are remaining risks (for example, technological or engineering) or certain
remaining regulatory approvals at the date of acquisition. Overcoming those risks or obtaining the approvals requires that additional
R&D costs are expected to be incurred.

The acquisition of Biocontrol Ltd (“Biocontrol”)
included IPR&D project related to AmpliPhage-001: Lung Infections in Cystic Fibrosis (CF) Patients Caused by P. aeruginosa.
The acquisition of Special Phage Holdings Pty Ltd (“SPS”) primarily focused on IPR&D being performed on
the Staph infection which is current being developed under AmpliPhage-002: Wound and Skin Infections Caused by S. aureus.
Both programs are being developed and have not received regulatory approvals at the date of the acquisitions.

In accordance to the IPR&D Guide, identifiable
assets acquired in a business combination that are to be used in research and development activities are separately recognized
and measured at fair value. For purposes of measuring the fair value of in-process research and development assets, the multiperiod
excess earnings method under the income approach was used. We considered the acquired patents and phage and bacterial banks were
solely and directly related to the acquired IPR&D projects. Although the phage and bacteria banks were substantially complete,
they were not complete as completeness is defined in the IPR&D guide. That is, the phage and bacteria banks were at a stage
where they could be utilized to test and develop new therapies for the indicated disease which was the planned purpose of the R&D
programs acquired in each of the acquisitions, the phage and bacterial banks were not the end product of the R&D projects.
As such, acquired patents and phage and bacterial banks were recognized as part of the IPR&D project and were assigned indefinite
life in accordance to section 2.37 of The IPR&D Guide.

 (1) The fair value of the IPR&D AmpliPhage-001: Lung Infections in Cystic Fibrosis (CF) Patients Caused by P. aeruginosa
acquired as part of the Biocontrol acquisition was estimated to be $7,778,000.

 (2) The fair value of the IPR&D AmpliPhage-002: Wound and Skin Infections Caused by S. aureus acquired as part of the
SPS acquisition was estimated to be $5,161,000.

    2

After initial recognition, the in-process
R&D (IPR&D), acquired in a business combination are accounted for in accordance with FASB ASC 350-30. FASB ASC 350-30 requires
that these assets be classified as indefinite-lived (subject to consideration for impairment if there are indicators noted that
could result in impairment of the asset, such as a new therapy being approved by the FDA) until the completion or abandonment of
the associated R&D efforts, at which time the entity would determine the assets’ appropriate useful life. R&D expenditures
incurred subsequent to the business combination related to the acquired capitalized IPR&D assets are generally expensed as
incurred unless they represent costs of materials, equipment, or facilities that have alternative future uses.[3]

*	*	*

The Company acknowledges that:

 (1) the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

 (2) 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

 (3) 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.

We appreciate your time and attention to
the Company’s response to the Staff’s comments. Please contact the undersigned at (650) 888-2422 with any further comments
or questions you may have.

Sincerely,

AMPLIPHI BIOSCIENCES CORPORATION.

/s/ Philip J. Young

Philip J. Young

President and Chief Executive Officer

AmpliPhi Biosciences Corporation

    cc:
    Amy Reischauer

    Bryan Pitko

    James Peklenk

    Lisa Vanjoske

    Gustavo Perez, Cherry Bekaert LLP

    Stephen Thau, Morrison & Foerster LLP

3 See Paragraph .02 of
the IPR&D Guide.

    3

CORRESP
1
filename1.htm

May 22, 2014

BY EDGAR

Jeffrey Riedler

Assistant Director Healthcare and Insurance

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

 Re: AmpliPhi Biosciences Corporation

Amendment No. 2 to Registration
Statement on Form 10

Filed April 15, 2014

File No. 000-23930

Dear Mr. Riedler:

This letter is submitted by AmpliPhi Biosciences
Corporation (the “Company”) in response to the comments of the staff of the Division of Corporation Finance
of the Securities and Exchange Commission (the “Staff”) with respect to Amendment No. 2 to the Company’s
Form 10-12G filed April 15, 2014 (File No. 000-23930), as set forth in your letter dated May 8, 2014. We also enclose with this
letter clean and marked copies of Amendment No. 3 to the Form 10, as amended and filed on May 22, 2014 (“Amendment No.
3”). Below are responses to each of the Staff’s comments. The text of each comment contained in the Staff’s
letter is set forth in italics below, followed by the Company’s response.

Anti-Infective Treatments with Bacteriophages, page 13

 1. We note your response to prior comment 2. Please revise this section to clarify that your conclusion that these studies
suggest that phage therapy shows promise for treating infectious diseases is based on limited available information regarding these
studies.

RESPONSE:

We acknowledge the Staff’s
comment and have adjusted the disclosure on page 13 of Amendment No. 3.

Form 10-12G Amendment No. 2

Management’s Discussion and Analysis

General and Administrative, page 51

 2. You indicate that general and administrative expenses were higher in 2013 than in 2012 due to placement agent fees associated
with the June 2013 Series B Preferred Shares placement and the December 2013 common stock private placement, higher legal expenses
due to preparation to become a public company, and staffing expenses.

 · Revise your disclosure in Form 10/A to quantify each of the reasons cited that caused an increase in expense.

    US: 4870 Sadler Rd, Suite 300, Glen Allen, VA 23060

    AU: Unit 7 27 Dale Street, Brookvale 2100 NSW

RESPONSE:

We acknowledge the Staff’s
comment and have adjusted the disclosure on page 51 of Amendment No. 3.

 · Tell us why the placement agent fees related to the preferred and common stock offerings were expensed rather than netted
against proceeds received in the offerings.

RESPONSE:

While ASC 340-10-S99-1 indicates that the appropriate
treatment of the issuance costs would be to net the costs against the proceeds received, in the June 2013 Series B Preferred Shares
placement, of the approximately $7 million in proceeds received, only $100,000 was attributed to equity. The remainder was attributed
to derivative liabilities for the preferred shares and warrants. As such, we felt that the $100,000 booked to reflect the par value
of the Series B shares was immaterial to the transaction, as the purchase truly resulted in derivative liabilities. As the derivative
liabilities were booked at fair value, offsetting the proceeds against the derivative liabilities would only have resulted in immediately
writing the derivative liabilities back up to fair value, which we believed to be inconsistent with the intent of the ASC. Therefore,
we felt that the only reasonable alternative under these circumstances would be to expense the transaction fees for this transaction.

For the December 2013 common stock private placement,
we have restated our previously issued December 31, 2013 financial statements and included the restated December 31, 2013 financials
as part of Amendment No. 3. The financial statements have been restated to net investment fees paid as part of the December financing
against the proceeds received. As a result of this correction, we reduced general and administrative expenses and additional paid
in capital by $2,550,000. The Company’s net loss decreased $2,550,000 to $55,820,000. The net loss per share decreased by
$0.02 per share to ($0.64) per share.

Item 15. Financial Statements and Exhibits

AmpliPhi Biosciences Corporation

Notes to Consolidated Financial Statements For The Years
Ended December 31, 2013 and 2012

7. Preferred Shares, page F-12

    2

 3. You state that “In connection with the private placement of Series B Convertible Preferred Stock, the Company recorded
a liability for the conversion feature that contains a provision that protect holders from a decline in the issue price of the
Company’s common stock (“down-round” provision). The Company estimates the fair values of the conversion feature
using a Black Scholes valuation model. The Company measured the fair value of the conversion feature on June 26, 2013 and July
15, 2013 and recorded the initial liability as part of the private placement proceeds. The Company re-measured the fair value of
the conversion feature and recorded $30,422,000 in total charges to record the liabilities associated with the conversion feature
at their estimated fair value totaling $33,510,000 as of December 31, 2013.” We have the following comments:

 · Please provide us, citing specific authoritative literature, your detailed analysis that supports your conclusion that the
Series B Convertible Preferred Stock contains an embedded derivative that required bifurcation. Tell us the feature of the conversion
option that triggers liability classification and if you concluded that the preferred stock is an equity host or a debt host and
the basis for your conclusion.

RESPONSE:

We used ASC Section 815-15-25-1 to determine that
the Series B Convertible Preferred Stock contains an embedded derivative that requires bifurcation. It states:

“An embedded derivative shall be separated from
the host contract and accounted for as a derivative instrument pursuant to Subtopic 815-10: if and only if all of the following
criteria are met:

a. The economic characteristics and risks of the embedded
derivative are not clearly and closely related to the economic characteristics and risks of the host contract.

b. The hybrid instrument is not remeasured at fair
value under otherwise applicable generally accepted accounting principles (GAAP) with changes in fair value reported in earnings
as they occur.

c. A separate instrument with the same terms
as the embedded derivative would, pursuant to Section 815-10-15:, be a derivative instrument subject to the requirements
of this Subtopic. (The initial net investment for the hybrid instrument shall not be considered to be the initial net investment
for the embedded derivative.)”

Criterion A – Section 4.4.4(f)(iv) of the Designation
of Preferences, Rights and Limitations of Series B Preferred Stock states that if on any date after the preferred shares are issued
any common stock shares are issued for “consideration per share less than the Current Conversion Price” then the conversion
rate of the preferred shares would be adjusted. This would imply that the settlement amount is not fixed and therefore the preferred
shares are not indexed to the Company’s own stock.

In this case, the embedded derivative is not clearly
and closely related to the economic characteristics and risk of the host contract because the terms of the embedded feature provide
for potential adjustment. In order to evaluate the “clearly and closely related criterion” we first looked to whether
the derivative feature was considered indexed to the entity’s own stock. Although the guidance for evaluating whether an
instrument is considered indexed to an entity’s own stock under ASC 815-40-15-5 through 15-8 is not required to be used in
the assessment of clearly and closely related under ASC 815-15-25-1(a), we felt it provided additional evidence for evaluating
the clearly and closely related criterion.

    3

Step 2 in ASC 815-40-15-7C, states that an “instrument
(or embedded feature) shall be considered indexed to an entity's own stock if its settlement amount will equal the difference between
the following:

a. The fair value of a fixed number
of the entity's equity shares

b. A fixed monetary amount or a fixed amount of a debt
instrument issued by the entity.”

Due to the variable number of shares, we feel that
the derivative is not clearly and closely related.

Criterion B – As the host instrument is preferred
stock, it is not remeasured at fair value and therefore meets criterion B.

Criterion C – ASC 815-10-15-83, Definition of
Derivative Instrument, defines a derivative instrument as “a financial instrument or other contract with all of the following
characteristics:

a. Underlying, notional amount, payment provision. The
contract has both of the following terms, which determine the amount of the settlement or settlements, and, in some cases, whether
or not a settlement is required:

1. One or more underlyings

2. One or more notional amounts or payment provisions
or both.

b. Initial net investment. The contract requires no
initial net investment or an initial net investment that is smaller than would be required for other types of contracts that would
be expected to have a similar response to changes in market factors.

c. Net settlement. The contract can be settled net by
any of the following means:

1. Its terms implicitly or explicitly
require or permit net settlement.

2. It can readily be settled net by a means outside
the contract.

3. It provides for delivery of an asset that puts
the recipient in a position not substantially different from net settlement.”

    4

Free standing instruments with down-round price protection
features are considered to be derivatives as they are a future promise to exchange a variable number of shares due to the down-round
price protection. As such, the feature would independently be considered a derivative and meets Criteria C. The underlying is the
fair value of the preferred share and the notional amount/payment provision is the face amount of the preferred shares. The preferred
shares were purchased for an amount the Company believes to be the fair value of the preferred shares and not for the down-round
protection, which equates to little to no initial net investment. Net settlement is done outside of the contract as the conversion
is to common shares which are readily convertible to cash.

As the preferred stock’s conversion rate would
be adjusted if the company issued equity at a price below the conversion price (“down-round” provisions), the feature
is not solely indexed to the entity’s own stock and thus liability classification was deemed appropriate.

 · Tell us why you believe the Black-Scholes valuation model appropriately valued the possible exercise price adjustments (“down-round”
provision) features of the conversion feature. We believe that the potential exercise price revisions render single-path option
pricing models, such as Black-Scholes, inappropriate.

RESPONSE:

The methodology employed included a subjective assessment
as to the likelihood of a “down” round of financing by the Company. We believe the probability for a down-round of
financing by the Company, or issuing future shares at less than $0.14 per share, is minimal and close to zero. We understand that
an open-form model, either a lattice model, binomial, or a Monte Carlo simulation may be better suited for situations where the
probability of price adjustments associated to down-round financing is different than zero. However, we considered a close-form
model such as Black-Scholes-Merton model, with a zero probability of down-round financing based on our professional judgment, to
result in a reasonable estimate of fair value and consistent with GAAP as described in ASC 820. Furthermore, we believe that the
use of alternate methodologies would not yield a result that would be materially different from that performed.

Multiple valuation methodologies are available, some
more complex than others, in estimating fair value for a given asset or liability. We believe the selection of methodology is a
function of:

 · The complexity of the underlying parameters that need to be modeled and the availability of information to support those parameters

 · The materiality of the ultimate result (as a function of those underlying parameters)

 · The cost and effort entailed in employing a specific methodology

    5

We understand that multiple methodologies were at
our disposal for valuing the conversion options, warrants or other type of derivatives — e.g., option pricing (Black-Scholes),
simulation, and binomial lattice. Based on the considerations listed above, and the minimal probability of down-round financing,
we believe that the more simplified methodology (Black-Scholes analysis) provided an adequate basis for reaching a fair value conclusion
for the subject conversion features and warrants, even though the warrants are not “plain vanilla”. A more complex
valuation methodology (such as a simulation model) would have suggested a level of “precision” where we believe none
actually exists. We believe the incremental effort required for a more precise methodology such as a simulation analysis or binomial
lattice did not justify the undue cost and effort required in using these methodologies when the estimated probability for a down-round
of financing by the Company is minimal and close to zero.

Based on our belief that the differences in valuation
models would most likely not be material and our belief that the probability of a down-round financing is minimal or close to zero,
we believe our fair value estimates are reasonable.

 · Your computation of the fair value of the conversion feature at inception and at December 31, 2013.

RESPONSE:

The fair value computation of
the conversion feature is set forth in Exhibit A.

 · Disclose in Form 10/A how the $7 million proceeds was recorded. The statement of Stockholders’ Equity (Deficit) shows
$50,000 and your disclosure appears to indicate a $3,088,000 liability was recognized ($30,510,000 - $30,422,000). Disclose in
Form 10/A how the remaining $3,862,000 was recognized.

RESPONSE:

Our disclosure in Amendment No. 3 has been updated
to include the following:

On June 26, 2013, the Company issued 4,999,999 shares
of the Company’s newly-created Series B Convertible Preferred Stock and warrants to purchase 12,499,996 shares of common
stock at an exercise price of $0.14 per share for an aggregate purchase price of $6,999,998. The value of the derivative liability
related to the warrants was $1,892,499 and the value of the derivative liability related to the preferred shares was $4,999,999.
In addition, a beneficial conversion (deemed dividend) was booked for $2,892,499.

Note that during the year, 1.16 million preferred
shares were converted to common shares and thus the amount attributed to the derivative liability of the preferred differs from
the Staff’s calculation above. The additional disclosure related to these conversions is included in our response to the
Staff’s next comment.

    6

Below are the journal entries booked for the issuance:

    Dr.

    Cr.

    Cash

    6,999,998.60

    Preferred Shares

    100,160.80

    Derivative Liab - Warrant (cash shares)

    1,892,499.39

    Derivative Liab - Preferred (cash shares)

    4,999,999.00

    Convertible Loan Notes

    5,137,017.00

    Convertible Loan Note Interest

    346,658.59

    Derivative Liab - Warrant (CLN conversion)

    1,649,478.62

    Derivative Liab - Preferred (CLN conversion)

    3,841,536.38

    To Book June 26th Issuance of Shares

    Dr.

    Cr.

    Deemed Dividend

    2,892,499.19

    APIC - BCF

    2,892,499.19

    To Book Beneficial Conversion for cash shares

    Dr.

    Cr.

    Deemed Dividend

    3,131,161.22

    APIC - BCF

    3,131,161.22

    To Book Beneficial Conversion for CLN conversion

 · Disclose in Form 10/A the amount reclassified from liability to equity upon conversion of some of the preferred shares to
common stock and when the convers

May 8, 2014

Via E -Mail
Philip J. Young
President and CEO
AmpliPhi Biosciences Corporation
4870 Sadler Road, Suite 300
Glen Allen, Virginia 23060

Re: AmpliPhi Biosciences Corporation
Amendment No. 2 to Registration Statement on Form 10
Filed April 15, 2014
  File No. 000 -23930

Dear Mr. Young:

We have reviewed your amended filing and have the following comments.  In some of
our comments, we may ask you to provide us with information  so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe ou r comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in response to
these comments, we may have additional comments.

Anti-Infective Treatments with Bacteriophages, page 13

1. We note your response to prior comment 2. Please revise this section to clarify that your
conclusion that these studies suggest that phage therapy shows promise for treating
infectious diseases is based on limited available information regarding these studies.

Form 10 -12G Amendment No. 2
Management’s Discussion and Analysis
General and Administrative, page 51

2. You indicate that general and administrative expenses were higher in  2013 than in 2012
due to placement agent fees associated with the June 2013 Series B Preferred Shares
placement and the December 2013 common stock private placement, higher legal
expenses due to preparation to become a public company, and staffing expense s.

Philip J. Young
AmpliPhi Biosciences Corporation
May 8, 2014
Page 2

  Revise your disclosure in Form 10/A to quantify each of the reasons cited that caused
an increase in expense.
 Tell us why the placement agent fees related to the preferred and common stock
offerings were expensed rather than netted against proceeds rece ived in the offerings.

Item 15.  Financial Statements and Exhibits
AmpliPhi Biosciences Corporation
Notes to Consolidated Financial Statements For The Years Ended December 31, 2013 and 2012

7. Preferred Shares, page F -12

3. You state that “In connection with the private placement of Series B Convertible
Preferred Stock, the Company recorded a liability for the conversion feature that contains
a provision that protect holders from a decline in the issue price of the Company’s
common stock (“down -round” pro vision). The Company estimates the fair values of the
conversion feature using a Black Scholes valuation model. The Company measured the
fair value of the conversion feature on June 26, 2013 and July 15, 2013 and recorded the
initial liability as part of t he private placement proceeds. The Company re -measured the
fair value of the conversion feature and recorded $30,422,000 in total charges to record
the liabilities associated with the conversion feature at their estimated fair value totaling
$33,510,000 as  of December 31, 2013.”  We have the following comments:
 Please provide us, citing specific authoritative literature, your detailed analysis that
supports your conclusion that the Series B Convertible Preferred Stock contains an
embedded derivative that re quired bifurcation.  Tell us the feature of the conversion
option that triggers liability classification and if you concluded that the preferred
stock is an equity host or a debt host and the basis for your conclusion.
 Tell us why you believe the Black -Scholes valuation model appropriately valued the
possible exercise price adjustments  (“down -round” provision) features of the
conversion feature.  We believe that the potential exercise price revisions render
single -path option pricing models, such as Black -Scholes, inappropriate.
 Your computation of the fair value of the conversion feature at inception and at
December 31, 2013.
 Disclose in Form 10/A how the $7 million proceeds was recorded.  The statement of
Stockholders’ Equity (Deficit) shows $50,000 and yo ur disclosure appears to indicate
a $3,088,000 liability was recognized ($30,510,000 - $30,422,000).  Disclose in Form
10/A how the remaining $3,862,000 was recognized.
 Disclose in Form 10/A the amount  reclassified from liability to equity upon
conversion of some of the preferred shares to common stock and when the conversion
from preferred to common stock occurred.

8. Stock Options and Warrants , page F -13

4. Please tell us why you believe the Black -Scholes valuation model appropriately valued
the poss ible exercise  price adjustments  (“down -round” provision) features of the

Philip J. Young
AmpliPhi Biosciences Corporation
May 8, 2014
Page 3

 warrants.  We believe that the potential exercise price revisions render single -path option
pricing models, such as Black -Scholes, inappropriate.

9. Business Combinations, page F -15

5. In order to help us understand whether the patent and phage and bacterial banks do in fact
have an indefinite life, please tell us whether:
 the acquired company had ongoing R&D projects at the acquisition date and whether
you actively pursued those R&D pr ojects after the acquisition.
 the patents and phage and bacterial banks were recognized finite life intangible assets
in the pre -acquisition financial statements of the acquired business.
 (A) the patents and phage and bacterial banks lack the characteris tic of
incompleteness (i.e. whether they are complete), (B) they are intended to be used in
not only existing R&D projects of the combined company, but also in currently
identified future R&D projects , (C) they are being used in the manner they were
inten ded, and (D) there are legal, regulatory or other factors that limit their life.   If the
characteristics in (A) through (D) exist, please help us understand why you believe it
is appropriate to assign an indefinite life.
 the patent and phage and bacterial banks represent assets resulting from research and
development and the reasons why or why not.

12. Convertible Loan Notes, page F -16

6. Disclose in Form 10/A  related to the $2,630,000 amortization of note discount expense
recognized in 2013 the amount related to warrants separately from the amount related to
the beneficial conversion feature.  Provide us your computation of the beneficial
conversion feature.

We u rge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company a nd its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide a written statement from the compan y
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the
filing;

 staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to t he filing; and

Philip J. Young
AmpliPhi Biosciences Corporation
May 8, 2014
Page 4

  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.

You may contact James Peklenk at (202) 551 -3661 or Lisa Vanjoske at (202) 551 -3614 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Amy Reischauer at (202) 551 -3793, Bryan Pitko at (202) 551 -3203, or me at (202) 551 -
3715 with any other questions.

Sincerely,

 /s/ Jeffrey P. Riedler

Jeffrey P. Riedler
Assistant Director

cc: Via E -Mail
Stephen B. Thau
Morrison & Foerster LLP
755 Page Mill Road
Palo Alto, CA 94304 -1018

CORRESP
1
filename1.htm

April 15, 2014

BY EDGAR

Jeffrey Riedler

Assistant Director Healthcare and Insurance

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

 Re: AmpliPhi Biosciences Corporation

Amendment No. 1 to Registration
Statement on Form 10

Filed February 4, 2014

File No. 000-23930

Dear Mr. Riedler:

This letter is submitted by AmpliPhi Biosciences
Corporation (the “Company”) in response to the comments of the staff of the Division of Corporation Finance
of the Securities and Exchange Commission (the “Staff”) with respect to the Company’s Form 10-12G/A filed
February 4, 2014 (File No. 000-23930), as set forth in your letter dated February 24, 2014. We also enclose with this letter clean
and marked copies of Amendment No. 2 to the Form 10, as amended and filed on April 15, 2014 (“Amendment No. 2”).
Below are responses to each of the Staff’s comments. The text of each comment contained in the Staff’s letter is set
forth in italics below, followed by the Company’s response.

Item 1. Business

Product Candidates, page 5

 1. We note your response to our prior comment 6 and reissue the comment in part. Please revise your disclosure to explain what
a p-value is and what it measures at your first reference.

RESPONSE:

We acknowledge the Staff’s comment and have
expanded the disclosure on page 9 of Amendment No. 2.

Anti-Infective Treatments with Bacteriophages, page 10

 2. We note your response to prior comment 13 and reissue the comment in part. Please revise your disclosure to identify the
current development status of the study started by the Polish Academy of Sciences in 2005. Please also revise your disclosure to
identify how the study conducted by the Polish Academy of Sciences and the study sponsored by the European Union suggest that phage
therapy shows promise for treating infectious diseases. In this regard, please discuss how the specific results of these studies
support your stated conclusion.

    US: 4870 Sadler Rd, Suite 300, Glen Allen, VA 23060

    AU: Unit 7 27 Dale Street, Brookvale 2100 NSW

RESPONSE:

We acknowledge the Staff’s comment and supplementally
advise the Staff that our disclosure related to these studies is drawn from publicly available materials and that we do not have
any additional information regarding these studies beyond what we have included in our existing disclosure.

Sale of Assets to Celladon Corporation, page 16

 3. We note your revised disclosure in response to our prior comment 16 and reissue the comment in part. Please revise your
disclosure to disclose the $0.3 million sublicense fee received in May 2013. Please also discuss the extent to which Celladon has
an on-going obligation to provide future sublicense payments and, if so, the circumstances in which further payments may be required.

RESPONSE:

We acknowledge the Staff’s comment and have
expanded the disclosure on page 17 of Amendment No. 2.

Intellectual Property, page 16

 4. We note your response to prior comment 16. Please revise the description of your license agreement with the U.K. Health
Protection Agency to identify the duration of the agreement and the circumstances in which it may be terminated by the parties
to the agreement.

RESPONSE:

We acknowledge the Staff’s comment and have
expanded the disclosure on page 18 of Amendment No. 2.

    2

Item 15. Financial Statements and Exhibits

Consolidated Financial Statements For The Years Ended December
31, 2012 and 2011

7. Stock Options and Warrants, page F-10

 5. Comment 31 requested you to tell us how you accounted for each issuance of warrants (including those accounted for as equity)
so we repeat that request. Also disclose the fair value recognized for the warrants accounted for as equity and disclose the assumptions
used to determine fair value.

RESPONSE:

For our December 31, 2013 year end financials, we
accounted for the warrants issued in February through May 2013 as equity warrants as these were indexed to the Company’s
stock. Warrants issued in June, July, and December 2013 contained a down round provision, and, thus, were not indexed to the company’s
stock and recorded as liability warrants. Below is a chart outlining the fair value of the warrants accounted for as equity.

    Date of Issuance
    4-Feb-13
    12-Mar-13
    12-Apr-13
    13-May-13

    Input Variables

    Stock price per share (1)
    $ 0.17
    $ 0.13
    $ 0.11
    $ 0.19

    Exercise price (2)
    $ 0.14
    $ 0.14
    $ 0.14
    $ 0.14

    Expected Life (2)
      5
      5
      5
      5

    Volatility (3)
      164.68 %
      165.44 %
      165.45 %
      167.00 %

    Discount rate (4)
      0.85 %
      0.88 %
      0.70 %
      0.83 %

    Call Price per Black-Scholes
    $ 0.1601
    $ 0.1167
    $ 0.1031
    $ 0.1753

    Warrant shares issued
      4,351,816
      892,857
      892,857
      892,857

    Fair value of warrant shares
    $ 696,760
    $ 104,171
    $ 92,076
    $ 156,492

Footnotes:

[1] Stock price per share sourced from S&P Capital
IQ

[2] Sourced from the Common Stock Purchase Warrant
for each of the dates of issuance.

[3] Annualized Volatility calculated on a daily
basis based on 5 year historical data.

[4] Discount Rate is Market yield on U.S. Treasury
securities at 5-year constant maturity

    3

Report of Independent Registered Public Accounting Firm,
page F-14

 6. Please explain to us why your accountants did not make reference to correction of all the errors in your restated financial
statements in their report. Clarify use of the term “misstatement”.

RESPONSE:

Our auditors followed the
guidance in PCAOB AU Section 508.18A, Correction of a Material Misstatement in Previously Issued Financial Statements, which states
“Correction of a material misstatement in previously issued financial statements should be recognized in the auditor's report
through the addition of an explanatory paragraph following the opinion paragraph. The explanatory paragraph should include (1)
a statement that the previously issued financial statements have been restated for the correction of a misstatement in the respective
period and (2) a reference to the company's disclosure of the correction of the misstatement. Following is an example of an appropriate
explanatory paragraph when there has been a correction of a material misstatement in previously issued financial statements.

As discussed in Note
X to the financial statements, the 20X2 financial statements have been restated to correct a misstatement.”

Consolidated Statements of Stockholders’ Equity (Deficit),
page F-17

 7 Please explain your accounting for the $3.4 million added to stockholders’ equity and goodwill for shares held in
escrow for the SPH Holdings acquisition.

RESPONSE:

Under the terms of the SPH acquisition, the Company
offered 40 million shares of its common stock in exchange for 100% of the fully diluted share capital of SPH. 20 million shares
were held in escrow, 8 million to satisfy potential warranty claims under the transaction documents and the remaining 12 million
shares are held pending completion of certain milestones. The 20 million shares held in escrow were originally valued as of the
closing date of the transaction at $0.17 per share and booked as paid-in-capital, escrow shares.

We subsequently engaged a valuation team from Cherry
Bekaert LLP to review the purchase price allocation of this acquisition. Based on discussions with management, the valuation team
determined that the probability of each milestone being achieved is 50%. This probability considered both: a) the probability
that the milestone will be achieved within 2 years and b) the probability that AmpliPhi will not use its "Best endeavors"
to satisfy the contingent payment condition and will have to issue the shares anyhow. The three milestones can be achieved independently.
The valuation team also assumed that a prudent investor will hedge his position by purchasing a call option on the shares that
would need to be issued in the future. As a result of this analysis, the overall value of the contingent milestone shares decreased
to $1,837,252. This change is reflected in our restated 2012 financials. The 8 million shares to satisfy warranty claims remained
the same and were released in November 2013.

    4

9. Business Combinations, page F-27

 8. Refer to your response to our prior comment 34 regarding your purchase of Biocontrol Limited on January 6, 2011 for $8.584
million and Special Phage Services on November 9, 2012 for $7.2 million. You indicate that you did acquire know-how, patents and
phage libraries but were unable to determine fair value of these intangible assets. In explaining your accounting for these two
transactions:

 · State specifically what assets were acquired.

 · Tell us how AmpliPhi is using the acquired assets in its R&D processes to develop bacteriophage-based products and whether
the assets have alternative future uses.

 · Tell us what information was used by AmpliPhi in determining how much to pay for the acquired companies.

 · In not determining the fair value of the know-how, patents and phage libraries, and thus allocating 100% of the acquisition
price to goodwill, tell us how you complied with the guidance in ASC 805-20-20 which states that an asset is identifiable if it
meets either of the following criteria:

 o It is separable, that is, capable of being separated or divided from the entity and sold, transferred, licensed, rented,
or exchanged, either individually or together with a related contract, identifiable asset, or liability, regardless of whether
the entity intends to do so.

 o It arises from contractual or other legal rights, regardless of whether those rights are transferable or separable from
the entity or from other rights and obligations.

 o Whereas goodwill is defined in ASC 805-20-20 as an asset representing the future economic benefits arising from other assets
acquired in a business combination that are not individually identified and separately recognized.

 · Explain why you did not recognize any in-process research and development assets. Tell us if you referred to the AICPA Guide
Assets Acquired in a Business Combination to Be Used in Research and Development Activities: A Focus on Software, Electronic Devices,
and Pharmaceutical Industries in determining your accounting.

 · Tell us how many full time employees, including management, the acquired businesses had when you acquired them and how many
were retained by AmpliPhi.

RESPONSE:

AmpliPhi used its own valuation to acquire the two
organizations that were in similar stage of development and maturity.  Both of the entities provided similar phage and bacterial
banks, in process R&D and pending, issued or potential IP.

    5

Ampliphi is using the assets from the acquisitions
to advance our research and development programs into Clinical trials for the treatment of   bacterial infections.  Phage
and bacterial inventories from each location have contributed to the products and are components in Ampli-Phage-001 and 002.
 The acquired phage and bacterial banks are also serving to help supply material for consideration and use in future product
enhancements.  Given the very specific nature of bacteriophage and bacterial targets the long term use in alternative applications
(apart from developing new antibacterial treatments) is not likely.

In February 2014, we engaged a valuation team from
Cherry Bekaert LLP to perform purchase price allocation studies for the Biocontrol and SPH holdings acquisitions. As a result,
overall goodwill was restated and a new intangible asset, in process research and development (IPR&D), was recognized. For
the Biocontrol acquisition, $7,778,000 of goodwill was reclassed to IPR&D. For the Special Phage Services, $5,161,000 of goodwill
was reclassed to IPR&D. The overall purchase price of Special Phage Services was reduced by $299,000 which further reduced
goodwill. At the time of acquisition in the beginning of 2011, Biocontrol had 6 full time employees and all were retained by Ampliphi.
SPH Holdings had 1 full time employee who was retained by Ampliphi. As part of these purchase price allocation projects, we did
review goodwill and IPR&D of each acquisition for impairment. As of December 31, 2013, there is no impairment of goodwill
or IPR&D. We have restated our 2012 and 2011 financials for these changes.

 9. With regard to your response to comment 35, tell us why two years of financial statements for SPH Holdings are not required
by Rule 8-04 of Regulation S-X.

RESPONSE:

We have provided the financial statements as of June
30, 2012. This was the first ever audit of a small privately owned company. SPH is included in Ampliphi’s consolidated financial
statements for the years ending December 30, 2012 and December 30, 2013.

12. Correction of an Error, page F-29

 10. Please amend your filing to include the required format and disclosures provided in ASC 250-10-50 paragraphs 7 through 11
for error corrections. Mark those columns restated as “restated” on the face of the financial statements.

RESPONSE:

In restated financial statements included in Amendment
No. 2, we have marked all appropriate columns on our financial statements as “Restated.”

*  	*  	*

    6

The Company acknowledges that:

 (1) the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

 (2) 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

 (3) 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.

We appreciate your time and attention to the Company’s
response to the Staff’s comments. Please contact the undersigned at (650) 888-2422 with any further comments or questions
you may have.

    Sincerely,

    AMPLIPHI BIOSCIENCES CORPORATION.

    /s/ Philip J. Young

    Philip J. Young

    President and Chief Executive Officer

    AmpliPhi Biosciences Corporation

 cc: Amy Reischauer

Bryan Pitko

Stephen Thau, Morrison & Foerster LLP

    7

CORRESP
1
filename1.htm

        2000 Pennsylvania Ave., NW

        Washington, D.C.

        20006-1888

        Telephone: 202.887.1500

        Facsimile: 202.887.0763

        www.mofo.com

        morrison &
        foerster llp

        new york, san francisco,

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        washington, d.c.

        tokyo, london, berlin, brussels,

        beijing, shanghai, hong kong,

        singapore

March 10, 2014

BY EDGAR

Amy Reischauer

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    Re:
    AmpliPhi Biosciences Corporation

    Amendment No. 1 to Registration Statement on Form 10-12G

    Filed February 4, 2014

    File No. 000-23930

Dear Ms Reischauer:

On behalf of AmpliPhi Biosciences Corporation (the “Company”),
the Company hereby requests until March 31, 2014 to respond to the comments to the Company’s Amendment No. 1 to Registration
Statement on Form 10-12G contained in the Staff’s letter dated February 24, 2014.

Thank you for your assistance regarding this matter. If you
have any questions please contact me at (202) 887-1571 or by email at sthau@mofo.com.

Sincerely,

/s/ Stephen Thau

Stephen Thau

    cc:
    Philip J. Young, AmpliPhi Biosciences Corporation

February 24, 2014

Via E -Mail
Philip J. Young
President and CEO
AmpliPhi Biosciences Corporation
4870 Sadler Road, Suite 300
Glen Allen, Virginia 23060

Re: AmpliPhi Biosciences Corporation
Amendment No. 1 to Registration Statement on Form 10
Filed February 4, 2014
  File No. 000 -23930

Dear Mr. Young:

We have reviewed your amended filing and have the following comments.  In some of
our comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respo nd to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.

Item 1. Business
Product Candidates, page 5

1. We note your response to our prior comment 6 and reissue the comment in part.  Please
revise your disclosure to explain what a p -value is and what it measures at your first
reference.

Anti-Infective Treatments with Bacteriophages, page  10

2. We note your response to prior comment 13 and reissue the comment in part.  Please
revise your disclosure to identify the current development status of the study started by
the Polish Academy of Sciences in 2005.  Please also revise your disclosure to  identify
how the study conducted by the Polish Academy of Sciences and the study sponsored by
the European Union suggest that phage therapy shows promise for treating infectious

Philip J. Young
AmpliPhi Biosciences Corporation
February 24, 2014
Page 2

 diseases.  In this regard, please discuss how the specific results of these s tudies support
your stated conclusion.

Sale of Assets to Celladon Corporation, page 16

3. We note your revised disclosure in response to our prior comment 16 and reissue the
comment in part.  Please revise your disclosure to disclose the $0.3 million sublic ense fee
received in May 2013.  Please also discuss the extent to which Celladon has an on -going
obligation to provide future sublicense payments and, if so, the circumstances in which
further payments may be required.

Intellectual Property, page 16

4. We n ote your response to prior comment 16.  Please revise the description of your license
agreement with the U.K. Health Protection Agency to identify the duration of the
agreement and the circumstances in which it may be terminated by the parties to the
agree ment.

Item 15.  Financial Statements and Exhibits
Consolidated Financial Statements For The Years Ended December 31, 2012 and 2011

7. Stock Options and Warrants , page F -10

5. Comment 31 requested you to tell us how you accounted for each issuance of warrants
(including those accounted for as equity) so we repeat that request.  Also disclose the fair
value recognized for the warrants accounted for as equity and disclose the assumptions
used to determine fair value.

Report of Independent Registered Public Accounting Firm, page F -14

6. Please explain to us why your accountants did not make reference to correction of all the
errors in your restated financial statements in their report.  Clarify use of the term
“misstatement”.

Consolidated Statements o f Stockholders’ Equity (Deficit), page F -17

7. Please explain your accounting for the $3.4 million added to stockholders’ equity and
goodwill for shares held in escrow for the SPH Holdings acquisition.

Philip J. Young
AmpliPhi Biosciences Corporation
February 24, 2014
Page 3

 9.  Business Combinations, page F -27

8. Refer to your  response to our prior comment 34 regarding your purchase of Biocontrol
Limited on January 6, 2011 for $8.584 million and Special Phage Services on November
9, 2012 for $7.2 million.  You indicate that you did acquire know -how, patents and phage
libraries but were unable to determine fair value of these intangible assets.  In explaining
your accounting for these two transactions:
 State specifically what assets were acquired.
 Tell us how AmpliPhi is using the acquired assets in its R&D processes to develop
bacteriophage -based products and whether the assets have alternative future uses.
 Tell us what information was used by AmpliPhi in determining how much to pay for
the acquired companies.
 In not determining the fair value of the know -how, patents and phage l ibraries, and
thus allocating 100% of the acquisition price to goodwill, tell us how you complied
with the guidance in ASC 805 -20-20 which states that an asset is identifiable if it
meets either of the following criteria:
o It is separable, that is, capabl e of being separated or divided from the entity
and sold, transferred, licensed, rented, or exchanged, either individually or
together with a related contract, identifiable asset, or liability, regardless of
whether the entity intends to do so.
o It arises from contractual or other legal rights, regardless of whether those
rights are transferable or separable from the entity or from other rights and
obligations.
Whereas goodwill is defined in ASC 805 -20-20 as an asset representing the future
economic benefi ts arising from other assets acquired in a business combination that
are not individually identified and separately recognized.
 Explain why you did not recognize any in -process research and development assets.
Tell us if you referred to the AICPA Guide Assets Acquired in a Business
Combination to Be Used in Research and Development Activities: A Focus on
Software, Electronic Devices, and Pharmaceutical Industries in determining your
accounting.
 Tell us how many full time employees, including management, the acquired
businesses had when you acquired them and how many were retained by AmpliPhi.

9. With regard to your response to comment 35, tell us why two years of financial
statements for SPH Holdin gs are not required by Rule 8 -04 of Regulation S -X.

Philip J. Young
AmpliPhi Biosciences Corporation
February 24, 2014
Page 4

 12. Correction of an Error, page F -29

10. Please amend your filing to include the required format and disclosures provided in ASC
250-10-50 paragraphs 7 through 11 for error corrections.   Mark those col umns restated
as “restated” on the face of the financial statements.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act o f
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In resp onding to our comments, please provide a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comment s 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.

You may contact James Peklenk at (202) 551 -3661 or Lisa Vanjoske at (202) 551 -3614 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Amy Reischauer at (202) 551 -3793, Bryan Pitko at (202) 551 -3203, or me at (202) 551 -
3715 with any other questions.

Sincerely,

 /s/ Bryan J. Pitko for

Jeffrey P. Riedler
Assistant Director

cc: Via E -Mail
Stephen B. Thau
Morrison & Foerster LLP
755 Page Mill Road
Palo Alto, CA 94304 -1018

CORRESP
1
filename1.htm

February 4, 2014

BY EDGAR

Jeffrey Riedler

Assistant Director Healthcare and Insurance

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

 Re: AmpliPhi Biosciences Corporation

Registration Statement on Form 10-12G

Filed December 16, 2013

File No. 000-23930

Dear Mr. Riedler:

This letter is submitted by AmpliPhi Biosciences
Corporation (the “Company”) in response to the comments of the staff of the Division of Corporation Finance
of the Securities and Exchange Commission (the “Staff”) with respect to the Company’s Form 10-12G filed
December 16, 2013 (File No. 000-23930) (the “Form 10”), as set forth in your letter dated January 13, 2014.
We also enclose with this letter clean and marked copies of Amendment No. 1 to the Form 10, as amended and filed on February 4,
2014 (the “Form 10/A”). Below are responses to each of the Staff’s comments. The text of each comment
contained in the Staff’s letter is set forth in italics below, followed by the Company’s response.

General

 1. Please note that your registration statement will become effective by operation of law 60 days from the date you filed it
and that you will then be responsible for filing reports required by Section 13 of the Securities Exchange Act of 1934, even if
we have not completed the review process of your filing. If you do not wish to incur those obligations until all of the following
issues are resolved, you should withdraw your registration statement and resubmit a new registration statement when you have revised
your document

RESPONSE:

We acknowledge the Staff’s comment. We believe
that we have addressed each of the Staff’s comments in the Form 10/A and as further discussed below. In the event that the
Staff still has significant comments after review of the Form 10/A we will then evaluate whether to withdraw the registration statement.

    US: 4870 Sadler Rd, Suite 300, Glen Allen, VA 23060

    AU: Unit 7 27 Dale Street, Brookvale 2100 NSW

 2. Please note that where we provide examples or references to portions of your filing to illustrate what we mean by our comments,
they are examples and not exhaustive lists. If our comments are applicable to portions of the filings that we have not cited as
examples, please make the appropriate changes elsewhere in the filing in accordance with our comments.

RESPONSE:

We acknowledge the Staff’s comment and have
included modifications to the Form 10/A where appropriate.

Form 10-12G

Item 1. Business

AmpliPhage-001: Lung Infections in Cystic Fibrosis (CF) Patients
Caused by P. aeruginosa, page 5

 3. Please revise your disclosure to explain what you mean by “clinical isolates,” “phage titers,” and
“the MHRA” the first time you use each such term.

RESPONSE:

We acknowledge the Staff’s comment and have
expanded the disclosure on page 5, 7, and 8 of the Form 10/A.

 4. Please define the term “Pa01,” as used
in the chart on page 7.

RESPONSE:

We acknowledge the Staff’s comment and have
expanded the disclosure on page 8 of the Form 10/A.

 5. You state that you have demonstrated the effectiveness of phages in multiple preclinical studies. Please expand your disclosure
to state whether you have conducted studies in addition to the three studies presented on pages 6 and 7 of your registration statement.
If you have completed other studies, please describe whether the results of those other studies were consistent with the three
studies described.

RESPONSE:

We acknowledge the Staff’s comment and have
revised the disclosure on page 6 of the Form 10/A to clarify the preclinical studies we have conducted.

    2

 6. Please expand your description of the Institut Pasteur study described on page 6 of your registration statement to state
whether the groups shown in the graphic constitute the full groups, i.e., that each group included eight mice, and, if not, disclose
the actual size of the groups and whether the results pictured are a representative sample of the full group.

In addition, please state whether the results of
this study were statistically significant, disclose the p-values, and explain what those p-values measure.

RESPONSE:

We acknowledge the Staff’s comment and have
expanded the disclosure on page 8 of the Form 10/A.

 7. Please expand your description of the Brompton Clinic study to disclose the size of each study group.

RESPONSE:

We acknowledge the Staff’s comment and have
expanded the disclosure on page 8 of the Form 10/A.

 8. Please expand your description of the Institut Pasteur study described on page 7 of your registration statement to disclose
the size of the groups and the p-values.

RESPONSE:

We acknowledge the Staff’s comment and have
expanded the disclosure on page 8 of the Form 10/A.

AmpliPhage- 004: Gastrointestinal (GI) Infection Caused by
C. difficile Infection (CDI), page 8

 9. You state that deaths in the United States from C. dificile infections increased over 400%, with 90% of them occurring in
hospitalized or confined patients over 65. Please expand this disclosure to provide an estimate of the size of the affected population.

RESPONSE:

We acknowledge the Staff’s comment and have
expanded the disclosure on page 9 of the Form 10/A.

Anti-Infective Treatments with Bacteriophages—Life
Cycle of a Lytic Phage, page 10

 10. Please explain what you mean by “lytic phage.”

RESPONSE:

We acknowledge the Staff’s comment and have
revised the disclosure on page 11 of the Form 10/A to eliminate the use of this term.

    3

 11. Please expand your disclosure to discuss the prior misunderstandings with respect to the biology of phages and how such
misunderstanding impacted the development of bacteriophage technology.

RESPONSE:

We acknowledge the Staff’s comment and have
expanded the disclosure on page 11 of the Form 10/A.

 12. Please identify the party that conducted the 2009 clinical trial for treatment of venous ulcers using phages.

RESPONSE:

We acknowledge the Staff’s comment and have
expanded the disclosure on page 12 of the Form 10/A.

 13. Please revise your disclosure to discuss the status and indication of on-going clinical trials involving the use of phages
and identify the parties conducting such trials.

RESPONSE:

We acknowledge the Staff’s comment and have
revised the disclosure on page 12 of the Form 10/A.

Exclusive Channel Collaboration Agreement with Intrexon,
page 13

 14. Please expand your description of your Intrexon agreement in the Business section to disclose:

 · the technology access fee;

 · the milestone fees;

 · the range of royalties payable expressed as a percentage within ten percent (i.e., single digits, teens, twenties, etc.).

RESPONSE:

We acknowledge the Staff’s comment and have
revised the disclosure on page 14 of the Form 10/A.

University of Leicester Development Agreements, page 14

 15. Please expand your description of your Leicester agreements in the Business section to disclose:

 · the range of royalties payable expressed as a percentage within ten percent (i.e., single digits, teens, twenties, etc.);
and

    4

 · the aggregate amount of milestone payments payable under the agreement.

RESPONSE:

We acknowledge the Staff’s comment and have
revised the disclosure on page 4 of the Form 10/A.

Sale of Assets to Celladon Corporation, page 15

 16. Please expand your description of your Celladon agreement in the Business section to describe:

 · the 1.75% royalty and the option to cancel that royalty for a one-time payment of $1.75 million; and

 · the sublicense fee disclosed on page 50.

RESPONSE:

We acknowledge the Staff’s comment and have
revised the disclosure on page 16 of the Form 10/A.

Intellectual Property, page 16

 17. Please expand your description of your U.K. Health Protection Agency license agreement to describe the material terms of
the agreement, and file a copy of that agreement as an exhibit to your registration statement.

RESPONSE:

We acknowledge the Staff’s comment and have
revised the disclosure on page 17 of the Form 10/A and have filed a copy of the U.K. Health Protection Agency license agreement
as Exhibit 10.18 to our Registration Statement on Form S-1, filed on January 21, 2014, which exhibit is incorporated by reference
in the Form 10/A.

Item 1A. Risk Factors

“We do not have a sales force and do not currently
have plans to develop one.” page 31

 18. We note that this risk factor indicates that you do not have plans to develop a sales force. However, your disclosure at
page 18 indicates that you expect to commence commercialization by building a sales and marketing organization. Accordingly, please
revise your disclosure in one or both places to clarify whether you intend to build an internal sales organization or to engage
a third-party sales force.

RESPONSE:

We acknowledge the Staff’s comment and have
revised the disclosure on page 19 of the Form 10/A.

    5

“We will rely on third parties
to conduct some clinical trials…,” page 34

 19. We note your disclosure in this risk factor that you may seek to conduct clinical trials outside of the United States. Please
revise your disclosure to include a separate risk factor which highlights this disclosure and discusses any risks the Company may
face as a result of the conduct of clinical trials outside of the United States. For example, you should discuss the possibility
that the FDA may not accept the results of such trials and how such lack of acceptance could impact the regulatory approval process.

RESPONSE:

We acknowledge the Staff’s comment and have
revised the disclosure on page 30 of the Form 10/A.

Risks Related to Our Common Stock

 20. Please revise your risk factor disclosure to include a separate risk factor discussing the extent to which your common stock
is characterized as a “penny stock” under Section 3(a)(51) of the Exchange Act and any risks the Company may face as
a result. For example, you should highlight the steps that broker-dealers must take prior to effect transactions in penny stocks
under Section 15(h) of the Exchange Act. You should also discuss the specific legal remedies available to investors in penny stocks
if broker-dealers do not meet their obligations under the penny stock rules or if penny stock is sold in violation of the investor’s
rights or otherwise in a fraudulent manner.

RESPONSE:

We acknowledge the Staff’s comment and have
expanded the disclosure on page 45 of the Form 10/A.

“The price of our common stock has been and may continue
to be volatile.” page 40

 21. We note your reference to your stock being volatile even if you are listed on the NYSE MKT. Please revise this risk factor:

 · to clarify that your stock is currently quoted on the OTC Markets and indicate the specific tier on which it current trades;
and

 · to state whether you intend to apply to list your stock on the NYSE or other exchange.

RESPONSE:

We acknowledge the Staff’s comment and have
revised the disclosure on page 41, 43, and 44 of the Form 10/A.

“Maintaining and improving our financial controls and
the requirements of being a public company…” page 42

    6

 22. Please revise this risk factor to clarify that should you be listed on an exchange other than the NYSE, then you would be
subject to the rules of that exchange.

RESPONSE:

We acknowledge the Staff’s comment and have
revised the disclosure on pages 43 and 44 of the Form 10/A.

Item 5. Directors and Executive Officers, page 54

 23. Please revise your registration statement to include the biographical information required by Item 401(e) of Regulation
S-K for Mr. Harper.

RESPONSE:

We acknowledge the Staff’s comment and have
included the requested disclosure on pages 58 and 59 of the Form 10/A.

Non-Employee Directors, page 55

 24. Please expand your disclosure to discuss briefly the specific experience, qualifications, attributes or skills that led
to the conclusion that each director should serve in that capacity pursuant to Item 401(e)(1) of Regulation S-K.

RESPONSE:

We acknowledge the Staff’s comment and have
included the requested disclosures on pages 59 and 60 of the Form 10/A.

Item 6. Executive Compensation, page 56

 25. In your next amendment, please include the information required by Item 402 of Regulation S-K for the fiscal years ended
December 31, 2012 and 2013.

RESPONSE:

We acknowledge the Staff’s comment and have
included the requested disclosures on page 60 of the Form 10/A.

Item 15. Financial Statements and Exhibits

Statement of Operations, page F-3

 26. Diluted net loss per share for 2013 reflects antidilution. Please tell us how loss per share for 2013 complies with ASC
260-10-45-17. Also provide the disclosure specified by ASC 260-10-50.

    7

RESPONSE:

We acknowledge the Staff’s comment and have
made appropriate adjustments to the financial statements. The Company believes that these adjustments comply with both ASC
260-10-45-17 and ASC 260-10-50.

 27. Tell us the supporting authoritative accounting literature that supports including dividend expense of preferred stock in
net income (loss) or revise as necessary.

RESPONSE:

We acknowledge the Staff’s comment. As dividends
have not been declared, dividend expense has been removed.

Statement of Stockholders’ Equity, page F-4

 28. The statement on page F-4 indicates 102,235,274 common shares outstanding as of September 30, 2013. You state on page 63
that as of December 6, 2013 10,528,505 shares of common stock were outstanding. Please reconcile and revise the disclosure as necessary.

RESPONSE:

We acknowledge the Staff’s comment and advise
the Staff that, as of December 6, 2013, there were 110,528,505 shares of common stock outstanding. We supplementally advise the
Staff that these two amounts may be reconciled as follows:

    Shares Outstanding as of September 30, 2013
      102,235,274

    Escrow shares released on November 8, 2013
      8,000,000

    Shares of Series B Convertible Preferred Stock converted to common stock
      232,270

    Shares issued upon option exercises by former employees
      61,018

    Escheat shares
      (57 )

    Shares Outstanding as of December 6, 2013
      110,528,505

We have also revised the disclosure on pages 56, 70,
and 73 of the Form 10/A to reflect the fact that there were 182,535,505 shares outstanding as of January 10, 2014.

Statement of Cash Flows, page F-5

 29. It appears that “conversion of loan notes” of $5,809,000 and $507,000 and “issuance of Series B Convertible
Preferred Stock for loan notes” of $6,220,000 are not cash transactions and should not be included on the statement of cash
flows but reported separately pursuant to ASC 230-10-50-3. Please revise or tell us why you believe no revision is necessary.

    8

RESPONSE:

We acknowledge the Staff’s comment and have
revised the disclosure on page F-5 of the Form 10/A.

4. Collaborative and Other Agreements, page F-9

 30. You state that, in March 2013, the Company entered into an Exclusive Channel Collaboration Agreement with Intrexon Corporation.
In accordance with the agreement, the Company paid a one-time technology access fee to Intrexon of $3,000,000 in common stock.
Please describe what methods, models and assumptions you used to determine the fair value of your common stock given as consideration
for the fee. Include whether an independent valuation specialist was used and to what extent.

RESPONSE:

The Company supplementally informs the Staff that
the Company determined the fair value of the common stock given as consideration for the technology access fee by reference to
the price per share quoted on the OTC marketplace on the date the Exclusive Channel Collaboration Agreement was executed. The Company
supplementally advises the Staff that no independent valuation specialist was used in making such determination.

7. Stock Options and Warrants, page F-10

 31. Some of the warrants appear to contain pricing variability features (section 10(e) of Exhib

CORRESP
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filename1.htm

February 4, 2014

BY EDGAR

Jeffrey Riedler

Assistant Director Healthcare and Insurance

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

 Re: AmpliPhi Biosciences Corporation

Registration Statement on Form
S-1

Filed January 21, 2014

File No. 333-193458

Dear Mr. Riedler:

This letter is submitted by AmpliPhi Biosciences
Corporation (the “Company”) in response to the comments of the staff of the Division of Corporation Finance
of the Securities and Exchange Commission (the “Staff”) with respect to the Company’s Form S-1 filed January
21, 2014 (File No. 333-193458) (the “Form S-1”), as set forth in your letter dated January 30, 2014. We also
enclose with this letter clean and marked copies of Amendment No. 1 to the Form S-1, as amended and filed on February 4, 2014 (the
“Form S-1/A”). Below are responses to each of the Staff’s comments. The text of each comment contained
in the Staff’s letter is set forth in italics below, followed by the Company’s response.

General

 1. We note that your registration statement on Form 10-12G is currently under review. Please confirm that you will revise the
disclosure in Form S-1 to reflect any applicable changes to Form 10-12G made in response to our comments.

RESPONSE:

The Company acknowledges the Staff’s comment
and confirms that it has revised the disclosure in the Form S-1/A to reflect applicable changes to the Form 10-12G made in response
to the Staff’s comments.

 2. We note that you have filed confidential treatment requests on December 17, 2013 and January 22, 2013. We will not be able
to grant any request for acceleration of effectiveness until those requests are resolved.

    US: 4870 Sadler Rd, Suite 300, Glen Allen, VA 23060

    AU: Unit 7 27 Dale Street, Brookvale 2100 NSW

RESPONSE:

The Company acknowledges that Staff’s comment
and appreciates the Staff’s attention to our confidential treatment requests.

 3. Please amend your registration statement to include the signature of your controller or principal accounting officer.

RESPONSE:

The Company acknowledges that Staff’s comment
and advises the Staff that we have revised the signatures appearing on page II-4 to indicate that Kelley Wendt, the Company’s
chief financial officer, also serves as our principal accounting officer.

*       *       *

The Company acknowledges that:

 (1) the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

 (2) 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

 (3) 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.

We appreciate your time and attention to the Company’s
response to the Staff’s comments. Please contact the undersigned at (650)-888-2422 with any further comments or questions
you may have.

    Sincerely,

    AMPLIPHI BIOSCIENCES

    CORPORATION.

    /s/ Philip J. Young

    Philip J. Young

    President and Chief Executive Officer

    AmpliPhi Biosciences Corporation

 cc: Amy Reischauer

Bryan Pitko

Stephen Thau, Morrison & Foerster LLP

    2

January 30, 2014

Via E -Mail
Philip J. Young
President and CEO
AmpliPhi Biosciences Corporation
4870 Sadler Road, Suite 300
Glen Allen, Virginia 23060

Re: AmpliPhi  Biosciences Corporation
Registration Statement on Form S -1
Filed January 21, 2014
  File No. 333 -193458

Dear Mr. Young :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In  some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  Where you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments , we may have  additional comments.

1. We note that your registration statement on Form 10 -12G is currently  under review.
Please  confirm that you will revise  the disclosure in Form S -1 to reflect  any applicable
changes to Form 1 0-12G made in response to our comments .

2. We note that you have filed confidential treatment requests on December 17, 2013 and
January 22, 2013.  We will not be able to grant any request for acceleration of
effective ness until those requests are resolved.

3. Please amend your registration state ment to include the signature of your controller or
principal accounting officer.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities A ct of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in

Philip J. Young
AmpliPhi Biosciences Corporation
January 30, 2014
Page 2

 possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant t o delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effect iveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

Please contact Amy  Reischauer  at (202) 551 -3793, Bryan Pitko at (202) 551 -3203, or me
at (202) 551 -3715  with any questions.

Sincerely,

 /s/ Bryan J. Pitko for

Jeffrey P. Riedler
Assistant Director

cc: Via E -Mail
Stephen B. Thau
Morrison & Foerster LLP
755 Page Mill Road
Palo Alto, CA 9430 4-1018

CORRESP
1
filename1.htm

        2000 Pennsylvania Ave., NW

        Washington, D.C.

        20006-1888

        Telephone: 202.887.1500

        Facsimile: 202.887.0763

        www.mofo.com

        morrison &
        foerster llp

        new york, san francisco,

        los angeles, palo alto,

        sacramento, san diego,

        denver, northern virginia,

        washington, d.c.

        tokyo, london, berlin, brussels,

        beijing, shanghai, hong kong,

        singapore

January 27, 2014

BY EDGAR

Amy Reischauer

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    Re:
    AmpliPhi Biosciences Corporation

    Registration Statement on Form 10-12G

    Filed December 16, 2013

    File No. 000-23930

Dear Ms Reischauer:

On behalf of AmpliPhi Biosciences Corporation (the “Company”),
the Company hereby requests an additional five (5) business days (until February 4, 2014) to respond to the comments to the Company’s
Form 10-12G contained in the Staff’s letter dated January 13, 2014.

Thank you for your assistance regarding this matter. If you
have any questions please contact me at (202) 887-1571 or by email at sthau@mofo.com.

Sincerely,

/s/ Stephen Thau

Stephen Thau

 cc: Philip J. Young, AmpliPhi Biosciences Corporation

January 13, 2014

Via E -Mail
Philip J. Young
President and CEO
AmpliPhi Biosciences Corporation
4870 Sadler Road, Suite 300
Glen Allen, Virginia 23060

Re: AmpliPhi  Biosciences Corporation
Registration Statement on Form 10 -12G
Filed December 16, 2013
  File No. 000 -23930

Dear Mr. Young :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not  believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, w e may have additional comments.

General

1. Please note that your registration statement will become effective by operation of law 60
days from the date you filed it and that you will then be responsible for filing reports
required by Section 13  of the Securities Exchange Act of 1934, even if we have not
completed the review process of your filing.  If you do not wish to incur those obligations
until all of the following issues are resolved, you should withdraw your registration
statement and res ubmit a new registration statement when you have revised your
document

2. Please note that where we provide examples or references to portions of your filing to
illustrate what we mean by our comments, they are examples and not exhaustive lists.  If
our comm ents are applicable to portions of the filings that we have not cited as examples,
please make the appropriate changes elsewhere in the filing in accordance with our
comments.

Philip J. Young
AmpliPhi Biosciences Corporation
January 13, 2014
Page 2

Item 1. Business
AmpliPhage -001: Lung Infections in Cystic Fibrosis (CF) Pa tients Caused by P. aeruginosa ,
page 5

3. Please revise your disclosure to explain what you mean by “clinical isolates,” “phage
titers,” and “the MHRA” the first time you use each such term.

4. Please define the term “PaO 1 ,” as used in the chart on page 7.

5. You s tate that you have demonstrated the effectiveness of phages in multiple preclinical
studies.  Please expand your disclosure to state whether you have conducted studies in
addition to the three studies presented on pages 6 and 7 of your registration stateme nt.  If
you have completed other studies, please describe whether the results of those other
studies were consistent with the three studies described.

6. Please expand your description of the Institut Pasteur study described on page 6 of your
registration st atement to state whether the groups shown in the graphic constitute the full
groups, i.e., that each group included eight mice, and, if not, disclose the actual size of
the groups and whether the results pictured are a representative sample of the full gro up.

In addition, please state whether the results of this study were statistically significant,
disclose the p -values, and explain what those p -values measure.

7. Please expand your description of the Brompton  Clinic study to disclose the size of each
study group.

8. Please expand your description of the Institut Pasteur study described on page 7 of your
registration statement to disclose the size of the groups and the p -values.

AmpliPhage - 004: Gastrointestinal  (GI) Infection Caused by C. difficile Infection (CDI ), page 8

9. You state that deaths in the United States from C. dificile  infections increased over 400%,
with 90% of them occurring in hospitalized or confined patients over 65.  Please expand
this disclos ure to provide an estimate of the size of the affected population.

Anti-Infective Treatments with Bacteriophages —Life Cycle of a Lytic Phage, page 10

10. Please explain what you mean by “lytic phage.”

11. Please expand your disclosure to discuss the prior misu nderstandings with respect to the
biology of phages and how such misunderstanding impacted the development of
bacteriophage technology .

Philip J. Young
AmpliPhi Biosciences Corporation
January 13, 2014
Page 3

 12. Please identify the party that conducted the 2009 clinical trial for treatment of venous
ulcers using phages.

13. Please  revise your disclosure to discuss the status and indication of on -going clinical
trials involving the use of phages and identify the parties conducting such trials.

Exclusive Channel Collaboration Agreement with Intrexon, page 13

14. Please expand your desc ription of your Intrexon agreement in the Business section to
disclose:
 the technology access fee;
 the milestone fees;
 the range of royalties payable expressed as a percentage within ten percent (i.e.,
single digits, teens, twenties, etc.).

University of Leicester Development Agreements , page 14

15. Please expand your description of your Leicester agreements in the Business section to
disclose:
 the range of royalties payable expressed as a percentage within ten percent (i.e.,
single digits, teens, twenties, e tc.); and
 the aggregate amount of milestone payments payable under the agreement.

Sale of Assets to Celladon Corporation, page 15

16. Please expand your description of your Celladon agreement in the Business section to
describe:
 the 1.75% royalty and the op tion to cancel that royalty for a one -time payment of
$1.75 million; and
 the sublicense fee disclosed on page 50.

Intellectual Property, page 16

17. Please expand your description of your U.K. Health Protection Agency license agreement
to describe the materi al terms of the agreement, and file a copy of that agreement as an
exhibit to your registration statement.

Item 1A.  Risk Factors
“We do not have a sales force and do not currently have plans to develop one.” page 31

18. We note that this risk factor indicat es that you do not have plans to develop a sales force.
However, your disclosure at page 18 indicates that you expect to commence
commercialization by building a sales and marketing organization.  Accordingly, please

Philip J. Young
AmpliPhi Biosciences Corporation
January 13, 2014
Page 4

 revise your disclosure in one or both places to clarify whether you intend to build an
internal sales organization or to engage a third -party sales force.

“We will rely on third parties to conduct some clinical trials…,” page 34

19. We note your disclosure in this risk factor that you may seek to conduct clinical trials
outside of the United States.  Please revise your disclosure to include a separate risk
factor which highlights this disclosure and discusses any risks the Company may  face as
a result of the conduct of clinical trials outside of the United States.  For example, you
should discuss the possibility that the FDA may not accept the results of such trials and
how such lack of acceptance could impact the regulatory approval p rocess.

Risks Related to Our Common Stock

20. Please revise your ri sk factor disclosure to include  a separate risk factor  discussing the
extent to which your common stock is characterized as a “penny stock” under Section
3(a)(51) of the Exchange Act and an y risks the Company may face as a result.  For
example, you should highlight  the steps that broker -dealers must take prior to effect
transactions in penny stocks under Section 15(h) of the Exchange Act.  You should  also
discuss the specific legal remedies availa ble to investors in penny stocks if broker -dealers
do not meet their obligations under the penny stock rules or if penny stock is sold in
violation of the investor’s rights or otherwise in a fraudulent manner.

“The price of our common stock has been and m ay continue to be volatile.” page 40

21. We note your reference to your stock being volatile even if you are listed on the NYSE
MKT.  Please revise this risk factor:
 to clarify that your stock is currently quoted on the OTC Markets and indicate the
specific t ier on which it current trades; and
 to state whether you intend to apply to list your stock on the NYSE or other
exchange.

“Maintaining and improving our financial controls and the requirements of being a public
company…” page 42

22. Please revise this risk  factor to clarify  that should you be listed on an exchange other than
the NYSE, then you would be subject to the rules of that exchange.

Item 5.  Directors and Executive Officers, page 54

23. Please revise your registration statement to include the biograph ical information required
by Item 401 (e) of Regulation S -K for Mr. Harper.

Philip J. Young
AmpliPhi Biosciences Corporation
January 13, 2014
Page 5

 Non-Employee Directors, page 55

24. Please expand your disclosure to discuss briefly the specific experience, qualifications,
attributes or skills that led to the conclusion that each d irector should serve in that
capacity pursuant to Item 401(e) (1) of Regulation S -K.

Item 6.  Executive Compensation, page 56

25. In your  next amendment, please include the information required by Item 402 of
Regulation S -K for the fiscal  years ended  December 31, 2012 and 2013.

Item 15.  Financial Statements and Exhibits
Statement of Operations, page F -3

26. Diluted net loss per share for 2013 reflects antidilution.  Please tell us how loss per share
for 2013 complies with ASC 260 -10-45-17.  Also prov ide the disclosure specified by
ASC 260 -10-50.

27. Tell us the supporting authoritative accounting literature that supports including dividend
expense of preferred stock in net income (loss) or revise as necessary.

Statement of Stockholders’ Equity, page F -4

28. The statement on page F -4 indicates 102,235,274 common shares outstanding as of
September 30, 2013.  You state on page 63 that as of December 6, 2013 10,528,505
shares of common stock were outstanding.  Please reconcile and revise the disclosure as
neces sary.

Statement of Cash Flows, page F -5

29. It appears that “conversion of loan notes..” of $5,809,000 and $507,000 and “issuance of
Series B Convertible Preferred Stock for loan notes” of $6,220,000 are not cash
transactions and should not be included on th e statement of cash flows but reported
separately pursuant to ASC 230 -10-50-3.  Please revise or tell us why you believe no
revision is necessary.

4. Collaborative and Other Agreements , page F -9

30. You state that, in March 2013, the Company entered into a n Exclusive Channel
Collaboration Agreement with Intrexon Corporation. In accordance with the agreement,
the Company paid a one -time technology access fee to Intrexon of $3,000,000 in
common stock .  Please d escribe what methods, models and assumptions you used to
determine the fair value of your common stock given as consideration for the fee.
Include whether an independent valuation specialist was used and to what extent.

Philip J. Young
AmpliPhi Biosciences Corporation
January 13, 2014
Page 6

7. Stock Options and Warrants , page F -10

31. Some of t he warrants appear to contain pricing variability feature s (section 10(e) of
Exhibit 4.2) . Due to the potential variable nature of the exercise price, please tell us,
citing specific guidance in ASC 815 -40 how you determined that the warrants are
considered to be indexed to the Company ’s common stock.   Refer to ASC 815 -40-55-33.
Tell us how you accounted for each issuance of warrants and disclose the fair value
recognized and the assumptions used to determine fair value.

Consolidated Financial Statements For The Years Ended December 3 1, 2012 and 2011
Statement of Operations, page F -15

32. In June 2012 you sold all of your assets used in the gene therapy business for $3 million
which it appears you have classified as licensing revenue.
 Tell us why this amount should not be classified as d iscontinued operations in
accordance with ASC 205 -20 or as a gain on sale within other income.
 On page F -25 you indicate the proceeds were $3 million. On page 50 you indicate the
proceeds were $3.5 million.  Please revise the disclosure to remove the incon sistency.
 It appears that the cash received from this sale of assets is classified on the statement
of cash flows as an operating cash flow but should be classified as an investing cash
flow.  Please revise or tell us why no revision is necessary.

33. Basic a nd diluted loss per share for 2011 of $0.08 should be shown in parentheses to
indicate it is a loss.

9.  Business Combinations, page F -26

34. You state that the Company acquired Special Phage Services on November 9, 2012 for
$7.2 million and Biocontrol Limi ted on January 6, 2011  for $8.584 million.
Consideration given for each acquisition was shares of your common stock.  The
transactions resulted in the recording of Goodwill in the amounts of $7.841 million and
$9.726 million, respectively.  In both acquisi tions, it appears that the acquisition price is
attributable primarily to rights to each company’s “know -how, patents and phage
libraries” and that neither company was generating revenue from a commercialized
product. We have the following comments on thes e transactions:
 Please tell us how you determined that each company met the definition of a
“Business” under ASC 805 -10-55 paragraphs 2 through 9.
 Tell us why you have not identified, determined the fair value of and recorded the
above described intangible  assets and reduced goodwill accordingly.  Tell us if any
portion of the intangibles can be attributed to in -process research and development
that should be separately identified, fair valued and recorded.
 Describe what methods, models and assumptions you  used to determine the fair value
of your common stock given as consideration for the acquisition of the two

Philip J. Young
AmpliPhi Biosciences Corporation
January 13, 2014
Page 7

 companies and how you valued Contingent Consideration.  Include whether an
independent valuation specialist was used and to what extent.
 Tell us wh at costs were incurred for each acquisition and where such costs were
expensed in the Consolidated Statements of Operations.
 Disclose in this note the milestones which will result in release of the shares held in
escrow.

35. It appears that the acquisition co st of $7.2 million for SPH Holdings is significant to total
assets of the registrant at December 31, 2011 of $11.5 million as to require financial
statements of SPH Holdings as specified by Rule 8 -04 of Regulation S -X.  Please provide
the required audited financial statements or tell us why you believe financial statements
are not required.

36. The statement of stockholders’ equity indicates you issued 22,817,198 shares of common
stock for Biocontrol on January 6, 2011 when total common shares outstanding at
December 31, 2010 were 22,004,503.  Expand your disclosure in this note to indicate
your conclusion as to who the accounting acquirer was pursuant to ASC 805 -40 and the
basis for that conclusion.

Item 16.    Exhibits and financial statement schedules.
(a)   Exhibits, page II -5

37. Please file the agreements underlying your acquisitions of Biocontrol Limited in 2011
and Special Phage Holdings Pty Ltd . in 2012.

38. Please revise the footnotes to your Exhibit Index to indicate correctly which exhibits are
managemen t contracts or compensatory plans or arrangements and which are subject to
your confidential treatment request.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:



CORRESP
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Correspondence

 [TARGETED GENETICS LETTERHEAD]

 March 31, 2009

 VIA FACSIMILE (202) 772-9217 AND EDGAR

 Jeffrey P. Riedler

 Assistant Director

 Division of Corporation Finance

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E., Mail Stop
6010

 Washington, D.C. 20549

Re:
Targeted Genetics Corporation

Schedule 14A - Filed March 23, 2009

File No. 0-23930

 Dear Mr. Riedler:

 This letter sets forth the response of Targeted Genetics Corporation, a Washington corporation (the “Company”), to the comments set forth in the
Staff’s letter dated March 30, 2009 in connection with the Company’s preliminary proxy statement on Schedule 14A (the “Preliminary Proxy Statement”), filed with the Securities and Exchange Commission (the
“Commission”) on March 23, 2009. For ease of reference, we have set forth each comment in the Staff’s letter followed by the Company’s response. In addition, we have attached as Exhibit A to this letter, a redline
copy of the changed page to the Preliminary Proxy Statement (the “Revised Proxy Statement”), showing the changes to the disclosure that the Company proposes in response to the Staff’s comments. Upon approval of the Staff, we
will file and mail a definitive proxy statement (the “Definitive Proxy Statement”) incorporating these changes.

 PRE 14A

 Proposal Two, page 10

 Comment No. 1

 We note you seek to increase the authorized shares of common stock from 45 million to 445 million. You also list various potential uses for the
additional shares.

•

 Please include a definitive statement as to whether or not the company currently has any plans to issue any of the shares that would be authorized through this
proposal.

 Mr. Jeffrey P. Riedler

 March 31, 2009

  Page
 2

•

 If the company has any plans to issue any of the shares, please describe the plans to the extent they have been determined and quantify the approximate number of
shares associated with each such plan.

 Response No. 1

 Although the Company is currently seeking to raise capital through issuances of common stock or securities convertible into common stock, it does not yet have any definitive and present plans, commitments or
understandings that would require the issuance of additional shares of common stock. The Company notes that its disclosure in its Preliminary Proxy Statement in the section entitled “Proposal Two” includes the following statement:
“Except for: (a) options and RSUs outstanding under our stock plans, (b) warrants issued in 1999 to Alkermes, Inc. in connection with a technology license agreement, (c) warrants issued in connection with our January 2007 private
placement, and (d) warrants issued in connection with our June 2007 private placement, which collectively total 8,978,907 issuable shares as of the record date, we currently do not have any definitive and present plans, commitments or
understandings that would require the issuance of additional shares of common stock.” Notwithstanding the foregoing, the Company will update the disclosure in its Definitive Proxy Statement in the section entitled “Proposal Two” to
the following (changes to the disclosure in the Preliminary Proxy Statement are marked):

 “We propose to increase the number of
authorized shares of our common stock by 400,000,000 to enable us to consider potential future issuances of stock that may be desirable or necessary to accommodate our business plan. We may use the additional shares We are
currently seeking to fund our continuing operations by raising additional capital through issuances of common stock or securities convertible into common stock, and if we are successful in doing so, we will issue additional shares of common
stock or securities convertible into common stock in connection with such capital-raising transactions. We may also issue additional shares of common stock in connection with the acquisition of complementary businesses or technologies, or in
connection with providing grants of stock-based compensation (such as stock options or RSUs) to our employees or for other general corporate purposes. Except for: (a) options and RSUs outstanding under our stock plans, (b) warrants issued
in 1999 to Alkermes, Inc. in connection with a technology license agreement, (c) warrants issued in connection with our January 2007 private placement, and (d) warrants issued in connection with our June 2007 private placement, which
collectively total 8,978,907 issuable shares as of the record date, we currently do not have any definitive and present plans, commitments or understandings that would require the issuance of additional shares of common stock.”

 See the updated disclosure in the section entitled “Proposal Two” in the Revised Proxy Statement.

 As the Company does not have any definitive and present plans, commitments or understandings that would require the issuance of additional shares, except to the extent
described above and in the Preliminary Proxy Statement, the second part of the Staff’s comment is not applicable.

 Mr. Jeffrey P. Riedler

 March 31, 2009

  Page
 3

 Additionally, as requested by the Staff, the Company acknowledges that:

•

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

•

 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

•

 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.

 Please direct all orders and notices issued in response to this letter to the undersigned. If you have any questions, please
contact the undersigned at (206) 521-7881 or Michael Piraino at (206) 389-4551.

Respectfully submitted,

/s/ David J. Poston

David J. Poston

Vice President and Chief Financial Officer

Targeted Genetics Corporation

cc:
Stephen M. Graham, Fenwick & West LLP

Michael C. Piraino, Fenwick & West LLP

 EXHIBIT A

 REVISED PROXY STATEMENT PAGE

 (see attached)

 PROPOSAL TWO

 AMENDMENT TO THE RESTATED ARTICLES OF INCORPORATION

 TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK

 Our Board of Directors has approved, and recommends that our shareholders approve, an amendment to our Restated Articles of Incorporation in
substantially the form attached to this proxy statement as Annex A. The current number of authorized shares of common stock of the Company is 45,000,000 shares. This proposed amendment would increase the number of authorized shares of
our common stock to 445,000,000 shares.

 Approval of this amendment requires the affirmative vote of the holders of shares representing a
majority of our outstanding shares of common stock. If approved by our shareholders, the amendment will become effective upon its filing with the Secretary of State of Washington.

 As of March 13, 2009, the record date, 20,447,198 shares of our common stock were outstanding. As of that date, we had reserved an aggregate of 2,547,944
shares of our common stock for (a) future issuance upon the exercise of options or vesting of RSUs outstanding under our stock plans, and (b) the exercise of options or vesting of RSUs that may be granted in the future under our stock
plans. In addition, we had reserved 7,913,861 shares issuable upon the exercise of outstanding warrants. As of the record date, the number of authorized shares of our common stock was 45,000,000 shares, with 15,154,265 shares available for
future issuance. As a result of the increase in authorized shares of our common stock to be effected by this proposed amendment, the number of authorized shares of our common stock would be 445,000,000 shares.

  We propose to increase the number of authorized shares of our common stock by 400,000,000 to enable us to consider potential future issuances of stock that may be
desirable or necessary to accommodate our business plan. We are currently seeking to fund our continuing operations by raising additional capital through issuances of common stock or securities convertible into common stock, and if we are successful
in doing so, we will issue additional shares of common stock or securities convertible into common stock in connection with such capital-raising transactions. We may also issue additional shares of common stock in connection with the acquisition of
complementary businesses or technologies, or in connection with providing grants of stock-based compensation (such as stock options or RSUs) to our employees or for other general corporate purposes. Except for: (a) options and RSUs outstanding
under our stock plans, (b) warrants issued in 1999 to Alkermes, Inc. in connection with a technology license agreement, (c) warrants issued in connection with our January 2007 private placement, and (d) warrants issued in connection
with our June 2007 private placement, which collectively total 8,978,907 issuable shares as of the record date, we currently do not have any definitive and present plans, commitments or understandings that would require the issuance of additional
shares of common stock.

  Once authorized, the additional shares of common stock may be issued upon the approval of our Board of Directors but
without further approval of our shareholders, unless shareholder approval is required under any applicable law or rule of any securities market on which our securities are traded. The additional shares of common stock would have rights identical to
those of our currently outstanding common stock. The proposed increase in the number of shares of authorized common stock, and any future issuance of the additional shares, will not affect the rights of our current holders of common stock, except
for effects that are incidental to the increase, such as dilution that would result from any future issuance of additional authorized shares of common stock. The holders of our common stock are not entitled to preemptive rights with respect to the
issuance of additional shares of common stock or securities convertible into or exercisable for common stock.

 The increase in the number of
authorized shares of common stock and the subsequent issuance of all or a portion of those shares could have the effect of delaying or preventing a change of control without further action by our shareholders. Subject to applicable law and stock
exchange requirements,

 10

Mail Stop 6010                                                                                                   March 31, 2009
David J. Poston
Vice President and Chief Financial Officer
Targeted Genetics Corporation
1100 Olive Way, Suite 100  Seattle, WA 98101

Re: Targeted Genetics Corporation
Schedule 14A  Filed March 23, 2009
File No. 0-23930

Dear Mr. Poston:
  We have completed our review of  your preliminary proxy statement on
Schedule 14A and have no further comments at this time.
Sincerely,
           J e f f r e y  P .  R i e d l e r          A s s i s t a n t  D i r e c t o r

Mail Stop 6010         March 30, 2009
David J. Poston
Vice President and Chief Financial Officer
Targeted Genetics Corporation
1100 Olive Way, Suite 100  Seattle, WA 98101

Re: Targeted Genetics Corporation
Schedule 14A
Filed March 23, 2009
File No. 0-23930

Dear Mr. Poston:

This is to advise you that we have limited our review of the above-captioned filing to the
matters identified in the comments that follow.

Where indicated, we think you should revise your filing in response to our comments.  If
you disagree, we will consider your explanation as  to why our comment is inapplicable or a
revision is unnecessary.  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 aspe ct of our review.  Feel free to call us at
the telephone numbers listed at the end of this letter.

PRE 14A

Proposal Two, page 10

1. We note you seek to increase the authorized shares of common stock from 45 million to
445 million. You also list various potentia l uses for the additional shares.

• Please include a definitive statement as to whether or not the company currently has
any plans to issue any of the shares that would be authorized through this proposal.

David J. Poston
Targeted Genetics Corporation
March 30, 2009
Page 2
• If the company has any plans to issue any of the shares, please describe the plans to
the extent they have been determined and quantify the approximate number of shares
associated with each such plan.

* * *

 As appropriate, please amend your filing and respond to these comments within 10
business days or tell us when you will provide us with a response.  You may wish to provide us
with marked copies of the amendment to expedite  our review.  Please furn ish a cover letter with
your amendment that keys your responses to  our comments and pr ovides any requested
information.  Detailed cover lette rs greatly facilitate our review .  Please understand that we may
have additional comments afte r reviewing your amendment and responses to our comments.

  We urge all persons who are responsible fo r the accuracy and adequ acy of the disclosure
in the filing to be certain that the filing includes all information re quired under the Securities
Exchange Act of 1934 and that they have provi ded all information investors require for an
informed investment decision.  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 filing;

‚ staff comments or changes to disclosure in re sponse to staff comments 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.

David J. Poston
Targeted Genetics Corporation
March 30, 2009
Page 3
In addition, please be advise d that the Division of Enfo rcement 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 Daniel Greenspan, Special Counsel, at (202) 551-3623, with any
questions.         S i n c e r e l y ,            J e f f r e y  P .  R i e d l e r         A s s i s t a n t  D i r e c t o r

CORRESP
1
filename1.htm

    [TARGETED
      GENETICS LETTERHEAD]

    November
      13, 2007

    VIA
      FACSIMILE
      (202) 772-9217 AND EDGAR

    Jeffrey
      Riedler

    Assistant
      Director

    Division
      of Corporation Finance

    U.S.
      Securities and Exchange Commission

    Division
      of Corporation Finance

    100
      F
      Street, N.E., Mail Stop 6010

    Washington,
      D.C. 20549

              Re:

              Targeted
                Genetics Corporation

              Schedule
                14A - Filed November 6, 2007

              File
                No. 0-23930

    Dear
      Mr.
      Riedler:

    This
      letter sets forth the response of Targeted
      Genetics Corporation,
      a
      Washington corporation (the “Company”),
      to
      the comments set forth in the Staff’s letter dated November 8, 2007 in
      connection with the Company’s preliminary proxy statement on Schedule 14A (the
“Preliminary
      Proxy Statement”),
      filed
      with the Securities and Exchange Commission (the “Commission”)
      on
November
      6, 2007. For ease of reference, we have set forth each comment in the Staff’s
      letter followed by the Company’s response. In addition, we have attached as
      Exhibit A to this letter, a redline copy of the changed page to the Preliminary
      Proxy Statement (the “Revised
      Proxy Statement”),
      showing the changes to the disclosure that the Company proposes in response
      to
      the Staff’s comments. Upon approval of the Staff, we will file and mail a
      definitive proxy statement (the “Definitive
      Proxy Statement”)
      incorporating these changes.

    Preliminary
      Proxy Statement on Schedule 14A

    Proposal
      Two, page 4

    Comment
      No. 1

    We
      note
      you seek to increase the authorized shares of preferred stock from 600,000
      to
      10,000,000. You also list various potential uses for the additional
      shares.

              ·

              Please
                include a definitive statement as to whether or not the company currently
                has any plans to issue any of the preferred shares that would be
                authorized through this proposal.

      Mr.
        Jeffrey Riedler

      November
        13, 2007

      Page
        2

              ·

              If
                the company has any plans to issue any of the shares, please describe
                the
                plans to the extent they have been determined, quantify the approximate
                number of shares associated with each such plan, and describe the
                rights
                and preferences that will be assigned to the preferred
                stock.

    Response
      No. 1

    The
      Company will update the disclosure in its Definitive Proxy Statement in the
      section entitled “Proposal Two” to include the following: “We currently do not
      have any definitive and present plans, commitments or understandings that would
      require the issuance of additional shares of preferred stock.” See the updated
      disclosure in the section entitled “Proposal Two” in the Revised Proxy
      Statement.

    As
      the
      Company does not have any definitive and present plans, commitments or
      understandings that would require the issuance of additional shares of preferred
      stock, the second part of the Staff's first comment is not
      applicable.

    Comment
      No. 2

    Since
      you
      are proposing to authorize additional shares of preferred stock, it appears
      you
      may be required, pursuant to Item 11(e) of Schedule 14A, to provide financial
      statements and other information described in Item 13 of Schedule 14A. Please
      include this information in your proxy statement or provide us with an analysis
      explaining why this information is not necessary. See Instruction 1 to Item
      13
      of Schedule 14A.

    Response
      No. 2

    As
      the
      Company does not have any definitive and present plans, commitments or
      understandings that would require the issuance of additional shares of preferred
      stock, in accordance with Instruction 1 to Item 13 of Schedule 14A, no
      additional disclosure is required in connection with the Staff's second
      comment.

    Additionally,
      as requested by the Staff, the Company acknowledges that:

              ·

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

              ·

              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

              ·

              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.

      Mr.
        Jeffrey Riedler

      November
        13, 2007

      Page
        3

    Please
      direct all orders and notices issued in response to this letter to the
      undersigned. If you have any questions, please contact the undersigned at (206)
      521-7881 or Mike Piraino at (206) 839-4374.

    Respectfully
      submitted,

    /s/
      David
      J. Poston

    David
      J.
      Poston

    Vice
      President and Chief Financial Officer

    Targeted
      Genetics Corporation

              cc:

              Stephen
                M. Graham, Orrick, Herrington & Sutcliffe LLP

              Michael
                C. Piraino, Orrick, Herrington & Sutcliffe
                LLP

    EXHIBIT
      A

    REVISED
      PROXY STATEMENT

    (see
      attached)

    PROPOSAL
      TWO

    AMENDMENT
      TO OUR RESTATED
      ARTICLES

    TO
      INCREASE THE NUMBER OF AUTHORIZED SHARES OF PREFERRED
      STOCK

    Our
      Board
      of Directors has approved, and recommends that our shareholders approve, an
      amendment to our Restated Articles in substantially the form attached to this
      proxy statement as Annex B. The current number of authorized shares of
      preferred stock of the Company is 600,000 shares and, as of the record date,
      no
      shares of our preferred stock were outstanding. The proposed amendment would
      increase the number of authorized shares of preferred stock of the Company
      to
      10,000,000 shares. If approved by our shareholders, the amendment will
      become effective upon its filing with the Secretary of State of
      Washington.

    We
      propose to increase the number of authorized shares of our preferred stock
      to
      10,000,000 to enable us to consider potential future issuances of stock that
      may
      be desirable or necessary to accommodate our business plan. Preferred stock
      gives our Board of Directors more flexibility in structuring the equity of
      the
      Company because they can control the designations, powers, preferences and
      relative, participating, optional or other rights and the qualifications,
      limitations or restrictions of the class or series issued. We may use the
      additional shares to fund our continuing operations by raising additional
      capital through future issuances of securities. We may also issue additional
      shares of preferred stock in connection with the acquisition of complementary
      businesses or technologies or for other general corporate purposes.

    Once
      authorized, the additional shares of preferred stock may be issued upon the
      approval of our Board of Directors but without further approval of our
      shareholders, unless shareholder approval is required under any applicable
      law
      or rule of any securities market on which our securities are traded. Our Board
      of Directors will have the same powers with respect to the additional shares
      of
      preferred stock to be authorized as with the currently authorized preferred
      stock. The Board of Directors is empowered to authorize, by resolution or
      resolutions from time to time the issuance of one or more classes or series
      of
      preferred stock and to fix the designations, powers, preferences and relative,
      participating, optional or other rights, if any, including those superior to
      existing classes of stock, and the qualifications, limitations or restrictions
      thereof, if any, with respect to each such class or series of preferred stock
      and the number of shares constituting each such class or series, and to increase
      or decrease the number of shares of any such class or series to the extent
      permitted by the Washington Business Corporations Act, as amended from time
      to
      time. The issuance of such additional authorized shares of preferred stock
      could
      affect the voting rights of our current shareholders because there could be
      an
      increase in the number of outstanding shares entitled to vote on corporate
      matters, including the election of directors, if and when such shares of
      preferred stock are issued in the future and if such preferred shares are given
      voting rights. Such additional issuance could also result in dilution of the
      share holdings of existing shareholders. The holders of our preferred stock
      would not be entitled to preemptive rights with respect to the issuance of
      additional shares of our common stock or securities convertible into or
      exercisable for our common stock.

        The
          increase in the number of authorized shares of preferred stock and the
          subsequent issuance of all or a portion of those shares could have the
          effect of
          delaying or preventing a change of control without further action by the
          shareholders. Subject to applicable law and stock exchange requirements,
          we
          could issue shares of authorized and unissued preferred stock in one or
          more
          transactions that would make a change of control more difficult and therefore
          less likely. Any issuance of additional shares could have the effect of
          diluting
          the stock ownership and voting rights of an entity seeking to obtain control
          of
          Targeted Genetics. We currently do not have any definitive and present
          plans,
          commitments or understandings that would require the issuance of additional
          shares of preferred stock.

    The
      amendment in Annex B has been drafted assuming only this proposal is approved
      by
      the shareholders. If both Proposal One and Proposal Two are approved by the
      shareholders, the amendment that will be filed with the Washington Secretary
      of
      State will incorporate both amendments.

    Approval
      of this amendment requires the affirmative vote of a majority of the outstanding
      shares of common stock. Abstentions and broker non-votes will have the same
      effect as votes against this proposal.

    Our
      Board
      of Directors believes that approval of this amendment is in the best interest
      of
      our shareholders and that this amendment is necessary to provide us with the
      flexibility to pursue additional capital financing opportunities and licensing
      and other strategic transactions. If this amendment is not approved, we may
      have
      insufficient shares of preferred stock authorized to complete these types of
      transactions in the future and to carry out our business plan.

    The
      Board of Directors recommends that you vote

    FOR
      Proposal Two.

Mail Stop 6010          November 8, 2007   David J. Poston  Vice President and Chief Financial Officer Targeted Genetics Corporation 1100 Olive Way, Suite 100 Seattle, WA 98101
 Re: Targeted Genetics Corporation
  Schedule 14A   Filed November 6, 2007   File No. 0-23930

Dear Mr. Poston:   We have limited our review of your filing to those issues we have addressed in our 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 unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.   Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements 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 any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.  Proposal Two, page 4

 1. We note you seek to increase the authorized shares of preferred stock from 600,000 to 10,000,000.  You also list various potential uses for the additional shares.

• Please include a definitive statement as to whether or not the company currently has any plans to issue any of the preferred shares that would be authorized through this proposal.

David J. Poston
Targeted Genetics Corporation November 8, 2007 Page 2
• If the company has any plans to issue any of the shares, please describe the plans to the extent they have been determined, quantify the approximate number of shares associated with each such plan, and describe the rights and preferences that will be assigned to the preferred stock.
 2. Since you are proposing to authorize additional shares of preferred stock, it appears you may be required, pursuant to Item 11(e) of Schedule 14A, to provide financial statements and other information described in Item 13 of Schedule 14A.  Please include this information in your proxy statement or provide us with an analysis explaining why this information is not necessary.  See Instruction 1 to Item 13 of Schedule 14A.

* * *
  As appropriate, please amend your filing and respond to these comments within 10 business days or tell us when you will provide us with a response.  You may wish to provide us with a marked copy of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.   We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.   In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclosure in the
filing;

• 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

• 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.

David J. Poston
Targeted Genetics Corporation November 8, 2007 Page 3
 In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.   Please contact Greg Belliston at (202) 551-3861 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

CORRESP
1
filename1.htm

    February
      8, 2007

    VIA
      FACSIMILE (202-772-9217) AND EDGAR

    Mr.
      Jeffrey P. Riedler

    Assistant
      Director

    Division
      of Corporation Finance

    Securities
      and Exchange Commission

    100
      F
      Street, NE

    Washington,
      DC 20549

    Attention:
      Song P. Brandon, Esq.

            Re:

              Targeted
                Genetics Corporation - Request for Acceleration of Effectiveness
                of
                Registration Statement on Form S-3, Commission File No.
                333-140187

    Dear
      Mr.
      Riedler,

    Pursuant
      to Rule 461 of the General Rules and Regulations under the Securities Act of
      1933, as amended, Targeted Genetics Corporation (the “Company”)
      hereby
      requests that the effective
      date of its Registration Statement on Form S-3, Registration No. 333-140187
      (the
      “Registration
      Statement”)
      be
      accelerated so that the Registration Statement may become effective at the
      later
      of: (a) 4:00 p.m., Eastern Standard Time, Thursday, February 8, 2007, or as
      soon
      as practicable thereafter; and (b) such later time as the Company may request
      by
      telephone to the Commission. The Company hereby authorizes Stephen M. Graham
      or
      Lewis S. Malakoff of Orrick, Herrington & Sutcliffe LLP, counsel for the
      Company, to make such a request on its behalf.

    We
      hereby
      acknowledge that:

          ·

            should
              the Commission or the staff, acting pursuant to delegated authority,
              declare the filing effective, it does not foreclose the Commission
              from
              taking any action with respect to the
              filing;

          ·

            the
              action of the Commission or the staff, acting pursuant to delegated
              authority, in declaring the filing effective, does not relieve the
              Company
              from its full responsibility for the adequacy and accuracy of the
              disclosure in the filing; and

          ·

            the
              Company may not assert this action 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,

              TARGETED
                GENETICS CORPORATION

              /s/
                David J.
                Poston

              David
                J. Poston

              Vice
                President Finance and

              Chief
                Financial Officer

            cc:

              Orrick,
                Herrington & Sutcliffe
                LLP

CORRESP
1
filename1.htm

    [Letterhead
      of Targeted Genetics Corporation]

    February
      8, 2007

    VIA
      FACSIMILE (202-772-9217) AND EDGAR

    Mr.
      Jeffrey P. Riedler

    Assistant
      Director

    Division
      of Corporation Finance

    Securities
      and Exchange Commission

    100
      F
      Street, NE

    Washington,
      DC 20549

    Attention:
      Song P. Brandon, Esq.

            Re:

              Targeted
                Genetics Corporation - Request for Acceleration of

              Effectiveness
                of Registration Statement on Form S-3, Commission File

              No.
                333-140187

    Dear
      Mr.
      Riedler,

    Pursuant
      to Rule 461 of the General Rules and Regulations under the Securities Act of
      1933, as amended, Targeted Genetics Corporation (the “Company”)
      hereby
      requests that the effective
      date of its Registration Statement on Form S-3, Registration No. 333-140187
      (the
      “Registration
      Statement”)
      be
      accelerated so that the Registration Statement may become effective at the
      later
      of: (a) 4:00 p.m., Eastern Standard Time, Thursday, February 8, 2007, or as
      soon
      as practicable thereafter; and (b) such later time as the Company may request
      by
      telephone to the Commission. The Company hereby authorizes Stephen M. Graham
      or
      Lewis S. Malakoff of Orrick, Herrington & Sutcliffe LLP, counsel for the
      Company, to make such a request on its behalf.

              Very
                truly yours,

              TARGETED GENETICS
                CORPORATION

            /s/ David
              J.
              Poston

              David J. Poston

                Vice
                  President Finance and

                Chief Financial
                  Officer

    cc:
      Orrick,
      Herrington & Sutcliffe LLP

CORRESP
1
filename1.htm

    [Letterhead
      of Orrick, Herrington & Sutcliffe LLP]

              Lewis
                S. Malakoff

              (206)
                839-4340

              lmalakoff@orrick.com

    February
      7, 2007

    VIA
      FACSIMILE (202) 772-9217 AND EDGAR

    Mr.
      Jeffrey P. Riedler

    Assistant
      Director

    Division
      of Corporate Finance

    Securities
      and Exchange Commission

    100
      F
      Street, NE

    Washington,
      DC 20549

    Attention:
      Song P. Brandon, Esq

              Re:

              Targeted
                Genetics Corporation

              Registration
                Statement on Form S-3

              File
                Number 333-140187

      Dear
        Mr.
        Riedler:

      This
        letter sets forth the response of Targeted Genetics Corporation, a Washington
        corporation (the “Company”), to the comments set forth in the Staff’s
        letter dated February 2, 2007 in connection with the Company’s Registration
        Statement on Form S-3 (the “Registration Statement”), filed with the
        Securities and Exchange Commission (the “Commission”) on January 24,
        2007. For ease of reference, we have set forth each comment in the Staff’s
        letter followed by the Company’s response. In addition, we have attached as
Exhibit A to this letter, a copy of the changed pages to the signature
        page of Registration Statement showing the changes that the Company proposes
        in
        response to the Staff’s comments. Upon approval of the Staff, we will file an
        amendment to the Registration Statement (“Amendment No. 1”) incorporating
        these changes, and, as discussed in telephone communications with the Staff,
        changes to the section of the Registration Statement entitled “Selling
        Shareholders” to incorporate information received from the Selling Shareholders
        since the filing of the Registration Statement.

      Comment
        No. 1

      We
        will
        be monitoring your registration statement for resolution of your pending
        confidential treatment requests. All comments will need to be fully resolved
        before we take final action on the registration statement.

            Mr.
              Jeffrey P. Riedler

            Page
              2

            February
              7, 2007

      Response
        No. 1

      Pursuant
        to telephone communications with the Staff, we understand that the Company’s
        outstanding confidential treatment requests have been granted by the
        Staff.

      Comment
        No. 2

      Your
        principal financial officer and
        either a
        controller or chief accounting officer must sign the registration statement.
        Your next amendment and all subsequent amendments must contain this signature.
        If a person acts in more than one of these capacities, the signature page
        must
        indicate all of the capacities in which they are signing. Please revise your
        signature page accordingly.

      Response
        No. 2

      David
        J.
        Poston is the principal financial officer and chief accounting officer of
        the
        Company. The signature page to Amendment No. 1, attached as Exhibit
        A
        hereto,
        reflects that Mr. Poston holds both titles.

      Please
        do
        not hesitate to contact me with any questions or comments.

      Very
        truly yours,

      /s/
        Lewis S.
        Malakoff

      Lewis
        S.
        Malakoff

              cc:

                David
                  J. Poston, Targeted Genetics Corporation

                Stephen
                  M. Graham

      SIGNATURES

      Pursuant
        to the requirements of the Securities Act of 1933, the registrant certifies
        that
        it has reasonable grounds to believe that it meets all of the requirements
        for
        filing on Form S-3 and has duly caused this Amendment No. 1 to registration
        statement to be signed on its behalf by the undersigned, thereunto duly
        authorized, in the city of Seattle, state of Washington, on the 8th
        day of
        February, 2007.

                TARGETED
                  GENETICS CORPORATION

                By:

                /s/
                  H. Stewart Parker

                H.
                  Stewart Parker

                President
                  and Chief Executive Officer

      Pursuant
        to the requirements of the Securities Act of 1933, this Amendment No. 1 to
        registration statement has been signed by the following persons in the
        capacities indicated below on the 8th
        day
        of
        February, 2007.

                Signature

                Title

                /s/
                  H. Stewart Parker

                President,
                  Chief Executive Officer and Director

                H.
                  Stewart Parker

                (Principal
                  Executive Officer)

                /s/
                  David J. Poston

                Vice
                  President Finance and Chief Financial Officer

                David
                  J. Poston

                (Principal
                  Financial and Accounting Officer)

                *
                  /s/ Jack L. Bowman

                Director

                Jack
                  L. Bowman

                *
                  /s/ Jeremy L. Curnock Cook

                Director

                Jeremy
                  L. Curnock Cook

                *
                  /s/ Joseph M. Davie

                Director

                Joseph
                  M. Davie

                *
                  /s/ Roger L. Hawley

                Director

                Roger
                  L. Hawley

                Director

                Nelson
                  L. Levy

                *
                  /s/ MICHAEL S. PERRY

                Director

                Michael
                  S. Perry

                *
                  By:

                /s/ David
                  J. Poston

                Attorney-in-Fact

                  David
                  J. Poston

Mail Stop 6010         February 2, 2007   H. Stewart Parker President and Chief Executive Officer Targeted Genetics Corporation 1100 Olive Way, Suite 100 Seattle, WA  98101
Re: Targeted Genetics Corporation
 Registration Statement on Form S-3  File Number 333-140187
Dear Mr. Parker:

This is to advise you that we have limited our review of th e above referenced registration
statement to only the issues identified below.  We  will make no further review of this filing.
 Form S-3

 Confidential Treatment Requests

1. We will be monitoring your regi stration statement for resoluti on of your pending confidential
treatment request. All comments will need to be fully resolved before we take final action on
the registration statement.
Signature Page
2. Your principal financial officer and  either a controller or ch ief accounting officer must sign
the registration statement. Your next amen dment and all subsequent amendments must
contain this signature. If a person acts in more than one of thes e capacities, the signature page
must indicate all of the capaci ties in which they are signing. Pl ease revise your signature page
accordingly.

* * *

Once you have cleared our comments, we will act upon any request for acceleration of the
effective date of the Form S-3 and pursuant to de legated authority, grant acceleration of the effective
date.  We will consider your request for accelerati on as a confirmation of the fact that you are aware

H. Stewart Parker
Targeted Genetics Corporation February 2, 2007 Page 2
of your responsibilities under the Se curities Act of 1933 and the Securiti es Act of 1934 as they relate
to the proposed public offering.
 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
for an informed decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are re sponsible for the accuracy and adequacy of the
disclosures they have made.   Notwithstanding our comments, in the even t the company requests acceleration of the
effective date of the pending registration statement,  it should furnish a letter, at the time of such
request, acknowledging that:
• should the Commission or the staff, acting pursua nt to delegated authority, declare the filing
effective, it does not foreclose the Commission from taking any action with respect to the
filing;

• the action of the Commission or the staff, acting pursuant to delegated authority, in declaring
the filing effective, does not re lieve the company from its full responsibility for the adequacy
and accuracy of the disclosure in the filing; and

• the company may not assert this action as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.

 In addition, please be advised that the Division of Enforcemen t has access to all information
you provide to the staff of the Divi sion of Corporation Finance in c onnection with our review of your
filing or in response to our comments on your filing.   We will consider a written request for acceleration of the effective date of the registration statement as a confirmation of the fact that those requesting acceleration are aw are of their respective
responsibilities under the Securities Act of 1933 and the Securiti es Exchange Act of 1934 as they
relate to the proposed public offeri ng of the securities sp ecified in the above registration statement.
We will act on the request and, pursuant to delegate d authority, grant acceleration of the effective
date.

H. Stewart Parker
Targeted Genetics Corporation February 2, 2007 Page 3
Please contact Song P. Brandon at (202) 551- 3621 or me at (202) 551-3710 with any
questions.         S i n c e r e l y ,            J e f f r e y  P .  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: Stephen M. Graham  Orrick, Herrington & Sutcliffe LLP  719 Second Avenue, Suite 900  Seattle, WA  98104