SecProbe.io

CORRESP
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 govx20250630_corresp.htm

 Roth Capital Partners, LLC

 888 San Clemente Drive, Suite 400

 Newport Beach, CA 92660

 June 30, 2025

 VIA EDGAR CORRESPONDENCE

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.
Washington, D.C. 20549

 Re: GeoVax Labs, Inc.
 Registration Statement on Form S-1/A

 File No. 333-288085

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), we, the placement agent, hereby request that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-referenced registration statement on Form S-1/A (the “Registration Statement”) to become effective at 5:00 p.m., Eastern Time, on Monday, June 30, 2025 or as soon thereafter as practicable.

 Pursuant to Rule 460 under the Act, we wish to advise you that we have distributed as many copies of the Preliminary Prospectus dated June 26, 2025, to agents, dealers, institutions and others as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

 The undersigned, as placement agent, has complied and will comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 If you require any additional information with respect to this letter, please contact Ali Panjwani at (212) 326-0820 of Pryor Cashman LLP.

 Very truly yours,

 ROTH CAPITAL PARTNERS, LLC

 By: /s/ Aaron M. Gurewitz _________________
 Aaron M. Gurewitz
 President

 cc:

 M. Ali Panjwani, Esq.
 Pryor Cashman LLP

CORRESP
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 govx20250627_corresp.htm

 GeoVax Labs, Inc.

 1900 Lake Park Drive

 Suite 380

 Smyrna, Georgia 30080

 (678) 384-7220

 June 27, 2025

 VIA EDGAR

 Division of Corporation Finance

 U.S. Securities and Exchange Commission

 100 F Street N.E.

 Washington, D.C. 20549

 Re:

 GeoVax Labs, Inc.

 Amendment No. 1 to Registration Statement on Form S-1

 File No. 333-288085

 Ladies and Gentlemen:

 In accordance with Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), GeoVax Labs, Inc., a Delaware corporation (the “Registrant”), hereby requests that the effectiveness of Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-288085) filed with the U.S. Securities and Exchange Commission on June 26, 2025, be accelerated so that the registration statement becomes effective at 5:00 p.m. Eastern Time on Monday, June 30, 2025 or as soon thereafter as practicable. In this regard, the Registrant is aware of its obligations under the Securities Act.

 If you have any questions or comments, please contact me or if you prefer, you may contact our counsel, F. Reid Avett of Womble Bond Dickinson (US) LLP, by telephone at (202) 857-4425, or by email at reid.avett@wbd-us.com.

 Very truly yours,

 GeoVax Labs, Inc.

 By:

 /s/ Mark W. Reynolds

 Mark W. Reynolds

 Chief Financial Officer

CORRESP
 1
 filename1.htm

 govx20250625_corresp.htm

 GeoVax Labs, Inc.

 1900 Lake Park Drive

 Suite 380

 Smyrna, Georgia 30080

 (678) 384-7220

 June 25, 2025

 VIA EDGAR

 Division of Corporation Finance

 U.S. Securities and Exchange Commission

 100 F Street N.E.

 Washington, D.C. 20549

 Re:

 GeoVax Labs, Inc.

 Registration Statement on Form S-1

 File No. 333-288085

 Ladies and Gentlemen:

 Reference is made to (i) the letter (the “Company Letter”) dated June 17, 2025, as amended, from GeoVax Labs, Inc., a Delaware corporation (the “Registrant”), to the Division of Corporation Finance whereby the Registrant requested effectiveness of the above-captioned registration statement. The Registrant hereby withdraws the request set forth in the Company Letter.

 If you have any questions or comments, please contact me or if you prefer, you may contact our counsel, F. Reid Avett of Womble Bond Dickinson (US) LLP, by telephone at (202) 857-4425, or by email at reid.avett@wbd-us.com.

 Very truly yours,

 GeoVax Labs, Inc.

 By:

 /s/ Mark W. Reynolds

 Mark W. Reynolds

 Chief Financial Officer

CORRESP
 1
 filename1.htm

 govx20250623_corresp.htm

 GeoVax Labs, Inc.

 1900 Lake Park Drive

 Suite 380

 Smyrna, Georgia 30080

 (678) 384-7220

 June 23, 2025

 VIA EDGAR

 Division of Corporation Finance

 U.S. Securities and Exchange Commission

 100 F Street N.E.

 Washington, D.C. 20549

 Re:

 GeoVax Labs, Inc.

 Registration Statement on Form S-1

 File No. 333-288085

 Ladies and Gentlemen:

 By letter dated June 20, 2025, and in accordance with Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), GeoVax Labs, Inc., a Delaware corporation (the “Registrant”), requested that the effectiveness of the registration statement on Form S-1 (File No. 333-288085) filed with the U.S. Securities and Exchange Commission on June 16, 2025, be accelerated so that the registration statement becomes effective at 5:00 p.m. Eastern Time on Monday, June 23, 2025 or as soon thereafter as practicable.

 We now hereby amend our request so that the registration statement instead becomes effective at 9:00 a.m. Eastern Time on Wednesday, June 25, 2025 or as soon thereafter as practicable. In this regard, the Registrant continues to be aware of its obligations under the Securities Act.

 If you have any questions or comments, please contact me or if you prefer, you may contact our counsel, F. Reid Avett of Womble Bond Dickinson (US) LLP, by telephone at (202) 857-4425, or by email at reid.avett@wbd-us.com.

 Very truly yours,

 GeoVax Labs, Inc.

 By:

 /s/ Mark W. Reynolds

 Mark W. Reynolds

 Chief Financial Officer

CORRESP
 1
 filename1.htm

 govx20250618_corresp.htm

 GeoVax Labs, Inc.

 1900 Lake Park Drive

 Suite 380

 Smyrna, Georgia 30080

 (678) 384-7220

 June 20, 2025

 VIA EDGAR

 Division of Corporation Finance

 U.S. Securities and Exchange Commission

 100 F Street N.E.

 Washington, D.C. 20549

 Re:

 GeoVax Labs, Inc.

 Registration Statement on Form S-1

 File No. 333-288085

 Ladies and Gentlemen:

 By letter dated June 17, 2025, and in accordance with Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), GeoVax Labs, Inc., a Delaware corporation (the “Registrant”), requested that the effectiveness of the registration statement on Form S-1 (File No. 333-288085) filed with the U.S. Securities and Exchange Commission on June 16, 2025, be accelerated so that the registration statement becomes effective at 9:00 a.m. Eastern Time on Friday, June 20, 2025 or as soon thereafter as practicable.

 We now hereby amend our request so that the registration statement instead becomes effective at 5:00 p.m. Eastern Time on Monday, June 23, 2025 or as soon thereafter as practicable. In this regard, the Registrant continues to be aware of its obligations under the Securities Act.

 If you have any questions or comments, please contact me or if you prefer, you may contact our counsel, F. Reid Avett of Womble Bond Dickinson (US) LLP, by telephone at (202) 857-4425, or by email at reid.avett@wbd-us.com.

 Very truly yours,

 GeoVax Labs, Inc.

 By:

 /s/ Mark W. Reynolds

 Mark W. Reynolds

 Chief Financial Officer

CORRESP
 1
 filename1.htm

 govx20250617_corresp.htm

 GeoVax Labs, Inc.

 1900 Lake Park Drive

 Suite 380

 Smyrna, Georgia 30080

 (678) 384-7220

 June 17, 2025

 VIA EDGAR

 Division of Corporation Finance

 U.S. Securities and Exchange Commission

 100 F Street N.E.

 Washington, D.C. 20549

 Re:

 GeoVax Labs, Inc.

 Registration Statement on Form S-1

 File No. 333-288085

 Ladies and Gentlemen:

 In accordance with Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), GeoVax Labs, Inc., a Delaware corporation (the “Registrant”), hereby requests that the effectiveness of the registration statement on Form S-1 (File No. 333-288085) filed with the U.S. Securities and Exchange Commission on June 16, 2025, be accelerated so that the registration statement becomes effective at 9:00 a.m. Eastern Time on Friday, June 20, 2025 or as soon thereafter as practicable. In this regard, the Registrant is aware of its obligations under the Securities Act.

 If you have any questions or comments, please contact me or if you prefer, you may contact our counsel, F. Reid Avett of Womble Bond Dickinson (US) LLP, by telephone at (202) 857-4425, or by email at reid.avett@wbd-us.com.

 Very truly yours,

 GeoVax Labs, Inc.

 By:

 /s/ Mark W. Reynolds

 Mark W. Reynolds

 Chief Financial Officer

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1
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	govx20240910c_corresp.htm

GeoVax Labs, Inc.

1900 Lake Park Drive

Suite 380

Smyrna, Georgia 30080

(678) 384-7220

September 11, 2024

VIA EDGAR

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549

			Re:

			GeoVax Labs, Inc.

			Registration Statement on Form S-1

			File No. 333-281973

Ladies and Gentlemen:

In accordance with Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), GeoVax Labs, Inc., a Delaware corporation (the “Registrant”), hereby requests that the effectiveness of the registration statement on Form S-1 (File No. 333-281973) filed with the U.S. Securities and Exchange Commission on September 6, 2024, be accelerated so that the registration statement becomes effective at 5:00 p.m. Eastern Time on Friday, September 13, 2024 or as soon thereafter as practicable. In this regard, the Registrant is aware of its obligations under the Securities Act.

If you have any questions or comments, please contact me or if you prefer, you may contact our counsel, F. Reid Avett of Womble Bond Dickinson (US) LLP, by telephone at (202) 857-4425, or by email at reid.avett@wbd-us.com.

			Very truly yours,

			GeoVax Labs, Inc.

			By:

			/s/ Mark W. Reynolds

			Mark W. Reynolds

			Chief Financial Officer

CORRESP
1
filename1.htm

	govx20240910_corresp.htm

GeoVax Labs, Inc.

1900 Lake Park Drive

Suite 380

Smyrna, Georgia 30080

(678) 384-7220

September 11, 2024

VIA EDGAR

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549

			Re:

			GeoVax Labs, Inc.

			Registration Statement on Form S-1

			File No. 333-281972

Ladies and Gentlemen:

In accordance with Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), GeoVax Labs, Inc., a Delaware corporation (the “Registrant”), hereby requests that the effectiveness of the registration statement on Form S-1 (File No. 333-281972) filed with the U.S. Securities and Exchange Commission on September 6, 2024, be accelerated so that the registration statement becomes effective at 5:00 p.m. Eastern Time on Friday, September 13, 2024 or as soon thereafter as practicable. In this regard, the Registrant is aware of its obligations under the Securities Act.

If you have any questions or comments, please contact me or if you prefer, you may contact our counsel, F. Reid Avett of Womble Bond Dickinson (US) LLP, by telephone at (202) 857-4425, or by email at reid.avett@wbd-us.com.

			Very truly yours,

			GeoVax Labs, Inc.

			By:

			/s/ Mark W. Reynolds

			Mark W. Reynolds

			Chief Financial Officer

September 10, 2024
David Dodd
Chief Executive Officer
GeoVax Labs, Inc.
1900 Lake Park Drive, Suite 380
Smyrna, GA 30080
Re:GeoVax Labs, Inc.
Registration Statement on Form S-1
Filed September 6, 2024
File No. 333-281972
Dear David Dodd:
            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:F. Reid Avett, Esq.

August 8, 2024
David A. Dodd
President & Chief Executive Officer
GeoVax Labs, Inc.
1900 Lake Park Drive, Suite 380
Smyrna, Georgia 30080
Re:GeoVax Labs, Inc.
Registration Statement on Form S-1
Filed August 6, 2024
File No. 333-281310
Dear David A. Dodd:
            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:F. Reid Avett, Esq.

CORRESP
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	govx20240808_corresp.htm

GeoVax Labs, Inc.

1900 Lake Park Drive

Suite 380

Smyrna, Georgia 30080

(678) 384-7220

August 8, 2024

VIA EDGAR

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549

			Re:

			GeoVax Labs, Inc.

			Registration Statement on Form S-1

			File No. 333-281310

Ladies and Gentlemen:

In accordance with Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), GeoVax Labs, Inc., a Delaware corporation (the “Registrant”), hereby requests that the effectiveness of the registration statement on Form S-1 (File No. 333-281310) filed with the U.S. Securities and Exchange Commission on August 6, 2024, be accelerated so that the registration statement becomes effective at 5:00 p.m. Eastern Time on Monday, August 12, 2024 or as soon thereafter as practicable. In this regard, the Registrant is aware of its obligations under the Securities Act.

If you have any questions or comments, please contact me or if you prefer, you may contact our counsel, F. Reid Avett of Womble Bond Dickinson (US) LLP, by telephone at (202) 857-4425, or by email at reid.avett@wbd-us.com.

			Very truly yours,

			GeoVax Labs, Inc.

			By:

			/s/ Mark W. Reynolds

			Mark W. Reynolds

			Chief Financial Officer

United States securities and exchange commission logo
June 14, 2024
David A. Dodd
Chief Executive Officer
GeoVax Labs, Inc.
1900 Lake Park Drive, Suite 380
Smyrna, Georgia 30080
Re:GeoVax Labs, Inc.
Registration Statement on Form S-1
Filed June 7, 2024
File No. 333-280040
Dear David A. Dodd:
            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 Doris Stacey Gama at 202-551-3188 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       F. Reid Avett, Esq.

CORRESP
1
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	govx20240614_corresp.htm

GeoVax Labs, Inc.

1900 Lake Park Drive

Suite 380

Smyrna, Georgia 30080

(678) 384-7220

June 14, 2024

VIA EDGAR

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549

			Re:

			GeoVax Labs, Inc.

			Registration Statement on Form S-1

			File No. 333-280040

Ladies and Gentlemen:

In accordance with Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), GeoVax Labs, Inc., a Delaware corporation (the “Registrant”), hereby requests that the effectiveness of the registration statement on Form S-1 (File No. 333-280040) filed with the U.S. Securities and Exchange Commission on June 7, 2024, be accelerated so that the registration statement becomes effective at 5:00 p.m. Eastern Time on Tuesday, June 18, 2024 or as soon thereafter as practicable. In this regard, the Registrant is aware of its obligations under the Securities Act.

If you have any questions or comments, please contact me or if you prefer, you may contact our counsel, F. Reid Avett of Womble Bond Dickinson (US) LLP, by telephone at (202) 857-4425, or by email at reid.avett@wbd-us.com.

			Very truly yours,

			GeoVax Labs, Inc.

			By:

			/s/ Mark W. Reynolds

			Mark W. Reynolds

			Chief Financial Officer

CORRESP
1
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	govx20240311_corresp.htm

GeoVax Labs, Inc.

1900 Lake Park Drive

Suite 380

Smyrna, Georgia 30080

(678) 384-7220

March 11, 2024

VIA EDGAR

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549

			Re:
			GeoVax Labs, Inc.

			Registration Statement on Form S-3

			File No. 333-277585

Ladies and Gentlemen:

In accordance with Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), GeoVax Labs, Inc., a Delaware corporation (the “Registrant”), hereby requests that the effectiveness of the registration statement on Form S-3 (File No. 333-277585) filed with the U.S. Securities and Exchange Commission on March 1, 2024, be accelerated so that the registration statement becomes effective at 5:00 p.m. Eastern Time on Wednesday, March 13, 2024 or as soon thereafter as practicable. In this regard, the Registrant is aware of its obligations under the Securities Act.

If you have any questions or comments, please contact me or if you prefer, you may contact our counsel, F. Reid Avett of Womble Bond Dickinson (US) LLP, by telephone at (202) 857-4425, or by email at reid.avett@wbd-us.com.

			Very truly yours,

			GeoVax Labs, Inc.

			By:
			/s/ Mark W. Reynolds

			Mark W. Reynolds

			Chief Financial Officer

United States securities and exchange commission logo
March 7, 2024
David A. Dodd
President & Chief Executive Officer
GeoVax Labs, Inc.
1900 Lake Park Drive, Suite 380
Smyrna, Georgia 30080
Re:GeoVax Labs, Inc.
Registration Statement on Form S-3
Filed March 1, 2024
File No. 333-277585
Dear David A. Dodd:
            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 Alan Campbell at 202-551-4224 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       F. Reid Avett, Esq.

CORRESP
1
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	govx20240109_corresp.htm

GeoVax Labs, Inc.

1900 Lake Park Drive

Suite 380

Smyrna, Georgia 30080

(678) 384-7220

January 9, 2024

VIA EDGAR

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549

			Re:

			GeoVax Labs, Inc.

			Registration Statement on Form S-1

			File No. 333-276345

Ladies and Gentlemen:

In accordance with Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), GeoVax Labs, Inc., a Delaware corporation (the “Registrant”), hereby requests that the effectiveness of the registration statement on Form S-1 (File No. 333-276345) filed with the U.S. Securities and Exchange Commission on January 2, 2024, be accelerated so that the registration statement becomes effective at 5:00 p.m. Eastern Time on Thursday, January 11, 2024 or as soon thereafter as practicable. In this regard, the Registrant is aware of its obligations under the Securities Act.

If you have any questions or comments, please contact me or if you prefer, you may contact our counsel, F. Reid Avett of Womble Bond Dickinson (US) LLP, by telephone at (202) 857-4425, or by email at reid.avett@wbd-us.com.

			Very truly yours,

			GeoVax Labs, Inc.

			By:

			/s/ Mark W. Reynolds

			Mark W. Reynolds

			Chief Financial Officer

United States securities and exchange commission logo
January 8, 2024
David Dodd
President & Chief Executive Officer
GeoVax Labs, Inc.
1900 Lake Park Drive, Suite 380
Smyrna, Georgia 30080
Re:GeoVax Labs, Inc.
Registration Statement on Form S-1
Filed January 2, 2024
File No. 333-276345
Dear David Dodd:
            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 Alan Campbell at 202-551-4224 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       F. Reid Avett, Esq.

CORRESP
1
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	govx20220622_corresp.htm

GeoVax Labs, Inc.

1900 Lake Park Drive

Suite 380

Smyrna, Georgia 30080

(678) 384-7220

June 22, 2022

VIA EDGAR

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549

			Re:

			GeoVax Labs, Inc.

			Registration Statement on Form S-1

			File No. 333-265583

Ladies and Gentlemen:

In accordance with Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), GeoVax Labs, Inc., a Delaware corporation (the “Registrant”), hereby requests that the effectiveness of the registration statement on Form S-1 (File No. 333-265583) filed with the U.S. Securities and Exchange Commission on June 14, 2022, be accelerated so that the registration statement becomes effective at 5:00 p.m. Eastern Time on Friday, June 24, 2022 or as soon thereafter as practicable. In this regard, the Registrant is aware of its obligations under the Securities Act.

If you have any questions or comments, please contact me or if you prefer, you may contact our counsel, F. Reid Avett of Womble Bond Dickinson (US) LLP, by telephone at (202) 857-4425, or by email at reid.avett@wbd-us.com.

			Very truly yours,

			GeoVax Labs, Inc.

			By:

			/s/ Mark W. Reynolds

			Mark W. Reynolds

			Chief Financial Officer

United States securities and exchange commission logo
June 21, 2022
David Dodd
President & Chief Executive Officer
GeoVax Labs, Inc.
1900 Lake Park Drive, Suite 380
Smyrna, Georgia 30080
Re:GeoVax Labs, Inc.
Registration Statement on Form S-1
Filed June 14, 2022
File No. 333-265583
Dear Mr. Dodd:
            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 Daniel Crawford at 202-551-7767 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       F. Reid Avett

CORRESP
1
filename1.htm

	govx20220208_corresp.htm

GeoVax Labs, Inc.

1900 Lake Park Drive

Suite 380

Smyrna, Georgia 30080

(678) 384-7220

February 8, 2022

VIA EDGAR

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549

			Re:

			GeoVax Labs, Inc.

			Registration Statement on Form S-1

			File No. 333-262541

Ladies and Gentlemen:

In accordance with Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Securities Act”), GeoVax Labs, Inc., a Delaware corporation (the “Registrant”), hereby requests that the effectiveness of the registration statement on Form S-1 (File No. 333-262541) filed with the U.S. Securities and Exchange Commission on February 4, 2022, be accelerated so that the registration statement becomes effective at 5:00 p.m. Eastern Time on Thursday, February 10, 2022 or as soon thereafter as practicable. In this regard, the Registrant is aware of its obligations under the Securities Act.

If you have any questions or comments, please contact me or if you prefer, you may contact our counsel, F. Reid Avett of Womble Bond Dickinson (US) LLP, by telephone at (202) 857-4425, or by email at reid.avett@wbd-us.com.

			Very truly yours,

			GeoVax Labs, Inc.

			By:

			/s/ Mark W. Reynolds

			Mark W. Reynolds

			Chief Financial Officer

United States securities and exchange commission logo
February 7, 2022
David Dodd
President & Chief Executive Officer
GeoVax Labs, Inc.
1900 Lake Park Drive, Suite 380
Smyrna, Georgia 30080
Re:GeoVax Labs, Inc.
Registration Statement on Form S-1
Filed February 4, 2022
File No. 333-262541
Dear Mr. Dodd:
            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 Michael Davis at 202-551-4385 or Laura Crotty at 202-551-7614 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       F. Reid Avett

United States securities and exchange commission logo
February 1, 2021
David A. Dodd
President & Chief Executive Officer
GeoVax Labs, Inc.
1900 Lake Park Drive, Suite 380
Smyrna, GA 30080
Re:GeoVax Labs, Inc.
Registration Statement on Form S-3
Filed January 26, 2021
File No. 333-252437
Dear Mr. Dodd:
            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 David Gessert at 202-551-2326 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
1
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	govx20210201_corresp.htm

GeoVax Labs, Inc.

1900 Lake Park Drive

Suite 380

Smyrna, Georgia 30080

(678) 384-7220

February 1, 2021

VIA EDGAR

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549

Re:          GeoVax Labs, Inc.

Registration Statement on Form S-3

(File No. 333-252437

Ladies and Gentlemen:

In accordance with Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended, GeoVax Labs, Inc., a Delaware corporation (the “Registrant”), hereby requests that the effectiveness of the registration statement on Form S-3 (File No. 333-252437) filed with the U.S. Securities and Exchange Commission on January 26, 2021, be accelerated so that the registration statement becomes effective at 5:00 p.m. Eastern Time on Wednesday, February 3, 2021 or as soon thereafter as practicable.

If you have any questions or comments, please contact me or if you prefer, you may contact our counsel, Clark Fitzgerald of Womble Bond Dickinson (US) LLP, by telephone at (404) 879-2455, or by email at clark.fitzgerald@wbd-us.com.

			 Very truly yours,

			 GeoVax Labs, Inc.

			By:

			 /s/ Mark W. Reynolds

			 Mark W. Reynolds

			 Chief Financial Officer

CORRESP
1
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	govx20200915_corresp.htm

GeoVax Labs, Inc.

1900 Lake Park Drive

Suite 380

Smyrna, Georgia 30080

(678) 384-7220

September 23, 2020

VIA EDGAR

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549

			Re:

			GeoVax Labs, Inc.

			Registration Statement on Form S-1

			(File No. 333-239958)

Ladies and Gentlemen:

In accordance with Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended, GeoVax, Inc., a Delaware corporation (the “Registrant”), hereby requests that the effectiveness of the registration statement on Form S-1 (File No. 333-239958) filed with the U.S. Securities and Exchange Commission on July 20, 2020, as amended, be accelerated so that the registration statement becomes effective at 5:00 p.m. Eastern Time on Thursday, September 24, 2020, or as soon thereafter as practicable.

If you have any questions or comments, please contact me or if you prefer, you may contact our counsel, Clark Fitzgerald of Womble Bond Dickinson (US) LLP, by telephone at (404) 879-2455, or by email at clark.fitzgerald@wbd-us.com.

			Very truly yours,

			GeoVax Labs, Inc.

			By:

			/s/ Mark W. Reynolds

			Mark W. Reynolds

			Chief Financial Officer

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September 23, 2020

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

			Re:
			GeoVax Labs, Inc.

			Registration Statement on Form S-1

			File No. 333-239958

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), Maxim Group LLC, as representative of the underwriters of the offering, hereby joins the request of GeoVax Labs, Inc. that the effective date of the above-referenced Registration Statement on Form S-1 be declared effective at 5:00 p.m. (Washington, D.C. time) on September 24, 2020, or as soon as practicable thereafter.

          In connection with this acceleration request and 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 securities, as many copies, as well as “e-red” copies of the preliminary prospectus, as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed by participating dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced issue.

			Sincerely,

			Maxim Group LLC

			By:

			/s/ Clifford A. Teller

			Name:

			Clifford A. Teller

			Title:

			Executive Managing Director &

			Head of Investment Banking

United States securities and exchange commission logo
July 27, 2020
David A. Dodd
President and Chief Executive Officer
GeoVax Labs, Inc.
1900 Lake Park Drive, Suite 380
Smyrna, Georgia 30080
Re:GeoVax Labs, Inc.
Registration Statement on Form S-1
Filed July 20, 2020
File No. 333-239958
Dear Mr. Dodd:
            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 Alan Campbell at 202-551-4224 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       T. Clark Fitzgerald III

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GEOVAX LABS, INC.

1900 Lake Park Drive

Suite 380

Smyrna, Georgia 30080

(678) 384-7220

April 4, 2016

VIA EDGAR

Mr. John Reynolds

Assistant Director

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

RE:         GeoVax Labs, Inc.
Registration Statement on Form S-1/A

Filed March 16, 2016

File No. 333-208549

Dear Mr. Reynolds:

In accordance with Rule 461, I am writing this letter on behalf of GeoVax Labs, Inc., the registrant, to request that the Securities and Exchange Commission declare the above-captioned registration statement effective at 5:00 p.m., April 6, 2016, or as soon as practicable thereafter.

Registration Statement File No. 333-208549 contains a combined prospectus (filed pursuant to Rule 429) that will also act, upon effectiveness, as a post-effective amendment to SEC Registration Statement File Nos. 333-206617 and 333-202897. The Company has filed requests on Form AW deregistering the post-effective amendments to the latter two registration statements.

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

●

it is aware of its obligations under the Securities Act of 1933;

●

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.

Mr. John Reynolds

April 4, 2016

Page 2

If you have any questions, please contact me at (678) 384-7224. Thank you for your time and attention.

Very truly yours,

GEOVAX LABS, INC.

By:

/s/ Mark W. Reynolds

Mark W. Reynolds

Chief Financial Officer

cc:           Ms. Kathleen Suellentrop

T. Clark Fitzgerald III, Esq.

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T. CLARK FITZGERALD III

Partner

Direct Dial: (404) 879-2455
Direct Fax: (404) 870-4869

E-mail: CFitzgerald@wcsr.com

April 4, 2016

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 3561

100 F Street, NE

Washington, D.C. 20549

Attention:              John Reynolds

Assistant Director

RE:          GeoVax Labs, Inc.

Post-Effective Amendments to Forms S-1

Filed March 16, 2016

File Nos. 333-202897, 333-206617, and 333-208549

Ladies and Gentlemen:

On behalf of GeoVax Labs, Inc., a Delaware corporation (the “Company”), this letter responds to the comments received from the staff of the Securities and Exchange Commission (the “Commission”) in a letter dated March 31, 2016 with respect to the post-effective amendments referenced above (collectively, the “Post-Effective Amendments”).

A courtesy copy of this letter is being provided directly to the staff for its convenience (attention: Kathleen Suellentrop).

To facilitate the staff’s review, the Commission’s comments are provided before each of the Company’s responses thereto.

General

We note your disclosure in each of your post-effective amendments that you wish to use Rule 429 to combine the prospectuses in the registration statements with the file numbers 333-202897, 333-206617, and 333-208549. Under Rule 429, you may file a combined prospectus in the latest registration statement and this registration statement will act, upon effectiveness, as a post-effective amendment to the earlier registrations statements whose prospectuses have been combined in the latest registration statement. Therefore, please withdraw the post-effective amendments under file numbers 333-202897 and 333-206617 or advise.

U.S. Securities and Exchange Commission

April 4, 2016

Page 2

Response: As requested by the staff, the Company has requested the withdrawal of the post-effective amendments with file numbers of 333-206617 and 333-202897 through the filing with the Commission of Form AWs on April 4, 2016.

Should any member of SEC’s staff have any questions, or desire any further information or clarification in respect of the Post-Effective Amendments, please do not hesitate to contact me at (404) 879-2455 or the Company’s Chief Financial Officer, Mark Reynolds, at (678) 384-7224.

Sincerely,

WOMBLE CARLYLE SANDRIDGE & RICE

A Limited Liability Partnership

/s/ T. Clark Fitzgerald III

T. Clark Fitzgerald III

TCF/cd

Mail Stop 3561

March 31, 2016

Robert T. McNally, Ph.D.
President & Chief Executive Officer
GeoVax Labs, Inc.
1900 Lake Park Drive, Suite 380
Smyrna, Georgia 30080

Re: GeoVax Labs, Inc.
 Post-Effective Amendments to Forms  S-1
Filed March 16, 2016
 File Nos. 333 -202897, 333 -206617 and 333 -208549

Dear Dr. McNally:

We have reviewed your post -effective amendment s 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 by amending your registration statement s and providing the
requested information.   If you do not believe our comments apply to your facts and
circumst ances or do not believe an amendment is appropriate, please tell us why in your
response.

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

General

1. We note y our disclosure in each of  your post -effective amendments that you wish to use
Rule 429 to combine the prospectuses in the registration statements with the file numbers
333-202897, 333 -206617 and 333 -208549.   Under Rule 429 you may file a combined
prospectus in the latest registration statement and this registration statement will act,
upon effectiveness, as a post -effective amendment to the earlier registration statements
whose prospectuses have been combined in the latest registration sta tement.  Therefore,
please withdraw the post -effective amendments under file numbers 333 -202897 and 333 -
206617 or advise.

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 1933 and
all applicable Securities Act rules require.   Since the company and its management are in

Robert T. McNally, Ph.D.
GeoVax Labs, Inc.
March 31, 2016
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, before we can declare the amended registration
statement effective, the company should provide us with a letter, 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 to delegated authority, in
declaring the filing effectiv e, 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 contact Ronald E. Alper at (202) 551 -3329 or Brigitte Lippmann at (202) 551 -
3713 with any other questions.

Sincerely,

 /s/ Brigitte Lippmann (for)

 John Reynolds
Assistant Director
Office of Beverages, Apparel and
Mining

cc: T. Clark Fitzgerald III, Esq.
     Womble Carlyle Sandridge & Rice, LLP

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GeoVax Labs, Inc.

1900 Lake Park Drive

Suite 380

Smyrna, Georgia 30080

(678) 384-7220

November
2, 2010

Mr. Jeffrey P. Riedler

Assistant Director

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

         RE:

    GeoVax Labs, Inc.

Registration Statement on Form S-1

File No. 333-165828

Dear Mr. Riedler:

     In accordance with Rule 461, I am writing this letter on behalf of GeoVax Labs, Inc., the
registrant, to request that the Securities and Exchange Commission declare the above-captioned
registration statement effective at 5:00 p.m., November 4, 2010, or as soon as practicable
thereafter.

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

    •

    it is aware of its obligations under the Securities Act of 1933;

    •

    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.

Mr. Jeffrey P. Riedler

November 2, 2010

Page 2

     If you have any questions, please contact me at 678-384-7224. Thank you for your time and
attention.

    Very truly yours,

GEOVAX LABS, INC.

    By:
    /s/ Mark W. Reynolds

    Mark W. Reynolds

    Chief Financial Officer

    cc:

    Michael Rosenthal, Esq.

Robert T. McNally, Ph.D.

Clinton D. Richardson, Esq.

T. Clark Fitzgerald III, Esq.

GLOBAL HUNTER SECURITIES LLC

400 Poydras Street, Suite 3100

New Orleans, Louisiana 70130

(504) 410-8010

November 2, 2010

Mr. Jeffrey P. Riedler

Assistant Director

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

         RE:

    GeoVax Labs, Inc.

Registration Statement on Form S-1

File No. 333-165828

Dear Mr. Riedler:

     In accordance with Rule 461, I am writing this letter on behalf of Global Hunter Securities
LLC, placement agent (the “Placement Agent”) for the offering of securities by GeoVax Labs,
Inc., the registrant, to request that the Securities and Exchange Commission declare the
above-captioned registration statement effective at 5:00 p.m., November 4, 2010, or as soon as
practicable thereafter.

     The Placement Agent hereby acknowledges that it is aware of its obligations under the
Securities Act of 1933. In addition, the Placement Agent hereby confirms that it has received
verbal approval of the transaction contemplated by the above-captioned registration statement from
FINRA.

     If you have any questions, please contact me at (504) 410-8017. Thank you for your time and
attention.

    Very truly yours,

GLOBAL HUNTER SECURITIES LLC

    By:
    /s/ Gary Meringer

    Gary Meringer

    General Counsel

    cc:

    Nandini Acharya, Esq.

Robert T. McNally, Ph.D.

Clinton D. Richardson, Esq.

T. Clark Fitzgerald III, Esq.

Shivbir Grewal, Esq.

Susan Krause, Esq.

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GeoVax Labs, Inc.

1900 Lake Park Drive

Suite 380

Smyrna, Georgia 30080

(678) 384-7220

June 29, 2010

    Mr. Jeffrey P. Riedler

    VIA FACSIMILE AND EDGAR

    Assistant Director

    United States Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E.

    Washington, D.C. 20549

    RE:

    WITHDRAWAL OF REQUEST FOR ACCELERATION

GEOVAX LABS, INC.

Registration Statement on Form S-1

File No. 333-165828

Dear Mr. Riedler:

     GeoVax Labs, Inc. hereby withdraws our previous request for acceleration of the effective date
of the above-captioned registration statement.

     If you have any questions, please contact me at 678-384-7220. Thank you for your time and
attention.

    Very truly yours,

GEOVAX LABS, INC.

    By:
                                              /s/ Robert T. McNally

    Robert T. McNally, Ph.D.

    President and Chief Executive Officer

    cc:

    Michael Rosenthal, Esq.

Fred Toney (Global Hunter Securities)

Clinton D. Richardson, Esq.

T. Clark Fitzgerald III, Esq.

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GeoVax Labs, Inc.

1900 Lake Park Drive

Suite 380

Smyrna, Georgia 30080

(678) 384-7220

June 24, 2010

Mr. Jeffrey P. Riedler

Assistant Director

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    RE:

    GeoVax Labs, Inc.

    Registration Statement on Form S-1

    File No. 333-165828

Dear Mr. Riedler:

     In accordance with Rule 461, I am writing this letter on behalf of GeoVax Labs, Inc., the
registrant, to request that the Securities and Exchange Commission declare the above-captioned
registration statement effective at 5:00 p.m., June 28, 2010, or as soon as practicable thereafter.

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

    •

    it is aware of its obligations under the Securities Act of 1933;

    •

    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.

Mr. Jeffrey P. Riedler

June 24, 2010

Page 2

     If you have any questions, please contact me at 678-384-7224. Thank you for your time and
attention.

    Very truly yours,

GEOVAX LABS, INC.

    By:
    /s/ Mark W. Reynolds

    Mark W. Reynolds

    Chief Financial Officer

    cc:

    Nandini Acharya, Esq.

    Robert T. McNally, Ph.D.

    Clinton D. Richardson, Esq.

    T. Clark Fitzgerald III, Esq.

GLOBAL HUNTER SECURITIES LLC

400 Poydras Street, Suite 1510

New Orleans, Louisiana 70130

(504) 410-8010

June 24, 2010

Mr. Jeffrey P. Riedler

Assistant Director

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

          RE:

    GeoVax Labs, Inc.

Registration Statement on Form S-1

File No. 333-165828

Dear Mr. Riedler:

     In accordance with Rule 461, I am writing this letter on behalf of Global Hunter Securities
LLC, placement agent (the “Placement Agent”) for the offering of securities by GeoVax Labs,
Inc., the registrant, to request that the Securities and Exchange Commission declare the
above-captioned registration statement effective at 5:00 p.m., June 28, 2010, or as soon as
practicable thereafter.

     The Placement Agent hereby acknowledges that it is aware of its obligations under the
Securities Act of 1933.

     If you have any questions, please contact me at (504) 410-8017. Thank you for your time and
attention.

    Very truly yours,

GLOBAL HUNTER SECURITIES LLC

    By:
    /s/ Gary Meringer

    Gary Meringer

    Internal Counsel

    cc:

    Nandini Acharya, Esq.

Robert T. McNally, Ph.D.

Clinton D. Richardson, Esq.

T. Clark Fitzgerald III, Esq.

Shivbir Grewal, Esq.

Susan Krause, Esq.

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GeoVax Labs, Inc.

1900 Lake Park Drive

Suite 380

Smyrna, Georgia 30080

(678) 384-7220

April 28, 2010

Mr. Jeffrey P. Riedler

Assistant Director

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

         RE:

    GeoVax Labs, Inc.

Registration Statement on Form S-1

Filed March 31, 2010

File No. 333-165828

Dear Mr. Riedler:

This letter is in response to the letter (the “Comment Letter”) dated April 14, 2010 from the staff
(the “Staff”) of the United States Securities and Exchange Commission (the “Commission”), with
respect to the GeoVax Labs, Inc. (“GeoVax” or the “Company”) Registration Statement on Form S-1
(File No. 333-165828) (the “Registration Statement”). We have set forth below in bold text the
comment contained in the Comment Letter followed by our response.

General

    1.

    Please revise your disclosure to include a discussion of the allocation of the
purchase price between the company and the selling shareholder for each unit consisting
of a share of common stock being sold by a selling shareholder and a warrant issued by
the company. If the company does not plan to retain any portion of the unit price for
units that include a selling shareholder share of common stock, please include
disclosure of the effect to company shareholders who are not selling shareholders in
the offering.

Response

    We acknowledge the Staff’s comment and plan to amend the Company’s preliminary
prospectus contained in the Registration Statement as set forth on Exhibit A
hereto. Proposed additional language is shown in underlined text, while proposed
deleted language is shown in strikethrough text.

Mr. Jeffrey P. Riedler

April 28, 2010

Page 2

We are providing this letter without an accompanying amendment to the Registration Statement based
on our earlier telephone conversation with Ms. Acharya. Upon your approval, the language set forth
in Exhibit A would be included in an amendment to the Registration Statement which we plan
to file in May 2010. That amendment will include the Company’s financial statements for the three
months ended March 31, 2010.

In the event the Company requests acceleration of the effective date of the Registration Statement,
it will furnish a letter containing the acknowledgements identified in the third full paragraph on
page two of the Comment Letter.

Please provide our counsel, T. Clark Fitzgerald III, with a copy of any future correspondence. He
can be reached by telephone at (404) 879-2455 or email at cfitzgerald@wcsr.com. His facsimile
number is (404) 870-4869.

Please do not hesitate to contact the undersigned at (678) 384-7224 or mreynolds@geovax.com with
any questions or comments.

Very truly yours,

GeoVax Labs, Inc.

    /s/ Mark W. Reynolds

Mark W. Reynolds

    Chief Financial Officer

    cc:

    Robert T. McNally, Ph.D.

Nandini Acharya, Esq.

Exhibit A

Preliminary Prospectus Cover Page

The first paragraph will be revised to add the following sentence at the end:

All of the warrants included in the units will be issued by us and not the
selling stockholders.

Footnote (2) to the table will be revised as follows:

    (2)

    No units that include shares of our common stock held by selling
stockholders will be sold on behalf of or by the selling
stockholders until after all units offered by the Company are sold. The
selling stockholders will receive all of the proceeds from the sale of units,
if any, that include shares of our common stock held by selling
stockholders.

Page 4, Securities Offered

The discussion will be revised to add the following sentence:

All warrants sold will be issued by the Company.

Pages 4 and 16, Use of Proceeds

The last sentence of the “Use of Proceeds” section on page 4 and the first sentence of the last
paragraph on page 16 will both be revised as follows:

We will not receive any proceeds from the sale of units, if any, that
include shares of our common stock held by the selling stockholders but
we will receive proceeds, if any, from the exercise for cash of warrants
included
within the in those units sold
pursuant to this offering.

Pages 55-56, Selling Stockholders

We will add the following new information after the footnotes to the table:

The selling stockholders will receive the entire price paid by investors for the
units that include shares held by the selling stockholders. From those proceeds,
the selling stockholders will pay the placement agent its 6% commission earned in
connection with the sale of any such units. We will issue the warrants included in
those units and receive proceeds, if any, from the exercise for cash of warrants
included in those units.

Emory University and Dr. Robinson sold a portion of their GeoVax shares in 2009,
and each of them, as well as Mr. Hildebrand, indicated an interest in selling
additional shares. We invited each of them to participate in this offering as
selling stockholders in order to encourage them to enter into a lock-up arrangement
satisfactory to the placement agent, to permit an orderly distribution of their
GeoVax shares, and to reduce the perceived market overhang reflected by their
combined holdings.

In considering this matter, the Board of Directors recognized that the warrants
to be sold together with shares included as part of the units offered by selling
stockholders have an intrinsic value, which is included in the price per unit to be
paid by investors, but will not be paid to the Company. The Board of Directors also
recognized that all stockholders will experience dilution if the holders of unit
warrants utilize the “cashless exercise” feature. After consideration, the Board of
Directors determined that allowing selling stockholders to receive the implicit
value of the unit warrants was appropriate, given the reasons stated in the
foregoing paragraph, particularly since the selling stockholders may only sell their
shares after the Company sells $30.0 million of units. Accordingly, the
arrangements were approved by the Board of Directors, including all of the
independent directors.

Page 59, Unit Warrants

The first sentence will be revised as follows:

In connection with the sale of
each unit units by the Company and the
sale of units by the selling stockholders in this offering, we will
issue with each such unit a five-year callable warrant to purchase
up to 0.20 shares of common stock at an exercise price of $____ per share,
or 20.0% above the offering price of the units.

Mail Stop 4720          April 14, 2010  Dr. Robert T. McNally, Ph.D. President and Chief Executive Officer GeoVax Labs, Inc.  1900 Lake Park Drive, Suite 380 Smyrna, Georgia 30080
 Re: GeoVax Labs, Inc.
  Registration Statement on Form S-1
  Filed March 31, 2010
  File No. 333-165828
 Dear Dr. McNally:   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 w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, 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 re view 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.
 General

1. Please revise your disclosure to include  a discussion of the allocation of the
purchase price between the company and the selling shareholder for each unit
consisting of a share of common stock being sold by a selling shareholder and a warrant issued by the company.  If the company does not plan to retain any
portion of the unit price for units that include a selling shareholder share of

Dr. Robert T. McNally, Ph.D.
GeoVax Labs, Inc. April 14, 2010 Page 2

common stock, please include di sclosure of the effect to company shareholders
who are not selling share holders in the offering.

* * *
  As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r 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 in formation required under
the Securities Act of 1933 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.       Notwithstanding our comments, in the ev ent 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 purs uant to delegated authority, declare the
filing effective, it does not foreclose th e 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 a nd 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.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
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 conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the

Dr. Robert T. McNally, Ph.D.
GeoVax Labs, Inc. April 14, 2010 Page 3
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.

 We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.
  Please contact Nandini Ac harya at (202) 551-3495 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  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: T. Clark Fitzgerald III, Esq.
Womble Carlyle Sandr idge & Rice, PLLC
271 17
th Street, NW, Suite 2400
Atlanta, Georgia 30363

Via Facsimile and U.S. Mail
Mail Stop 4720

        March 8, 2010   Mark W. Reynolds Chief Financial Officer GeoVax Labs, Inc. 1900 Lake Park Drive, Suite 380 Smyrna, Georgia 30080
 Re: GeoVax Labs, Inc.
  Preliminary Proxy Statement
  Filed February 26, 2010, as amended March 5, 2010
  File No. 000-52091

Dear Mr. Reynolds:
  We have completed our review of the above listed filing and have no further
comments at this time.

Sincerely,

Jeffrey P. Riedler Assistant Director
  cc:  T. Clark Fitzgerald III (Wom ble Carlyle Sandridge & Rice, PLLC)

Via Facsimile and U.S. Mail
Mail Stop 4720

        March 4, 2010   Mark W. Reynolds Chief Financial Officer GeoVax Labs, Inc. 1900 Lake Park Drive, Suite 380 Smyrna, Georgia 30080
 Re: GeoVax Labs, Inc.
  Preliminary Proxy Statement
  Filed February 26, 2010
  File No. 000-52091

Dear Mr. Reynolds:
  We have limited our review of your filing to the issues we have addressed in our
comments below.  Where indicated, we th ink you should revise your document in
response to these comments.  If you disagree, we will consider your explanation as to why our comments are inapplicable or revisi on is unnecessary.  Please be as detailed as
necessary in your explanations.     Please understand that the purpose of our re view 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.

Preliminary Proxy Statement filed February, 26, 2010

Shares Reserved for Issuance
1. Please revise your disclosure to clearly indicate the number of shares currently
reserved for issuance by the company.
 Authorized Shares

2. Please revise your disclosure to de scribe any plans, arrangements or
understandings relating to the issuance of any of the newly authorized shares that
would be available as a result of the pr oposed reverse stock split and the proposed
increase in authorized shares, including the terms of a ny current financing plans.

Mark W. Reynolds
GeoVax Labs, Inc. March 4, 2010 Page 2
If you have no such plans, arrangements  or understandings, please revise your
disclosure to so state.
 Exchange Act Rule 13e-3

3. Please disclose the extent to which you ha ve considered the im plications of the
reverse stock split to the company in terms of Rule 13e-3 of the Securities Exchange Act of 1934.  Please tell us how  many shareholders will remain if the
Board decides to enact a 1 for 50 reverse stock split.  To the extent that a reverse stock split results in less th an 300 remaining shareholders, you are required to file
a Schedule 13e-3.

* * * *
  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 th e amendment to expedite our review.  Please
furnish a cover letter with your amendment th at keys your response to our comments and
provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing your
amendment and response 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 in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating 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.

Mark W. Reynolds
GeoVax Labs, Inc.
March 4, 2010 Page 3   In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
 Please contact Laura Crotty at (202) 551-3563 or Suzanne Hayes, Legal Branch
Chief, at (202) 551-3675 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
Assistant Director

Via Facsimile and U.S. Mail
Mail Stop 4720

         November 24, 2009

Mark W. Reynolds
Chief Financial Officer
GeoVax Labs, Inc.
1256 Briarcliff Road NE
Atlanta, GA 30306

Re: GeoVax Labs, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2008
 File Number:  000-52091

Dear Mr. Reynolds:

We have completed our review of your Fo rm 10-K and related filings and have no
further comments at this time.

 Sincerely,
     Joel N. Parker Accounting Branch Chief

CORRESP
1
filename1.htm

corresp

November 16, 2009

VIA EDGAR AND OVERNIGHT COURIER

Jim B. Rosenberg, Senior Assistant Chief Accountant

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    GeoVax Labs, Inc.

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

File No.: 000-52091

Dear Mr. Rosenberg,

          This letter is in response to your letter dated November 3, 2009, which GeoVax Labs, Inc. (the
“Company”) received by fax on November 3, 2009. Our responses to each of your comments are set
forth below.

Report of Independent Registered Public Accounting Firm on Financial Statements, page F-2

    4.

    Please amend your filing to include a report of Tripp, Chafin & Causey, LLC, which references
the standards of the Public Company Accounting Oversight Board (United States). Refer to
paragraph 3 of PCAOB Auditing Standard 1.

Response:

Per our counsel’s discussion with Staci Shannon, Staff Accountant, on November 10, 2009, we
hereby confirm that we will include a report of Tripp, Chafin & Causey, LLC, which references
the standards of the Public Company Accounting Oversight Board (United States), in our future
filings on Form 10-K which include their report.

In making the above responses to your comments, the Company acknowledges that:

    (1)

    it is responsible for the adequacy and accuracy of the disclosure in its filings;

    (2)

    staff comments or changes to disclosure in response to staff comments do not foreclose
the Securities and Exchange 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 Securities and Exchange Commission or any person under the federal securities laws of
the United States

          Please do not hesitate to contact the undersigned with any additional comments you may have.
Additional correspondence may be faxed to 404-712-9357.

    Very truly yours,

GEOVAX LABS, INC.

    By:
    /s/ Mark W. Reynolds

    Mark W. Reynolds

    Chief Financial Officer

Via Facsimile and U.S. Mail
Mail Stop 4720

         November 3, 2009

Mark W. Reynolds
Chief Financial Officer
GeoVax Labs, Inc.
1256 Briarcliff Road NE
Atlanta, GA 30306

Re: GeoVax Labs, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2008
Form 10-K/A for the Fiscal Year Ended December 31, 2008
 File Number:  000-52091

Dear Mr. Reynolds:

We have reviewed your October 9, 2 009 response to our September 25, 2009
letter and your Form 10-K/A filed Octobe r 13, 2009. We believe th at you should amend
your filing for the comment below.

Form 10-K/A for the Fiscal Year Ended December 31, 2008 filed October 13, 2009

Report of Independent Registered Public A ccounting Firm on Financial Statements, page
F-2
 1. Please amend your filing to include a report of Tripp, Chafin & Causey, LLC,
which references the standards of th e Public Company Accounting Oversight
Board (United States).  Refer to para graph 3 of PCAOB Auditing Standard 1.

* * * *
  As appropriate, please amend your fili ng within 10 business days or tell us
when you will provide us with a response.  Please furnish a cover letter with your
amendment that keys your response to our  comment.  Detailed cover letters greatly
facilitate our review.  Please furnish your  letter on EDGAR under the form type label
CORRESP.  Please understand th at we may have additional comments after reviewing your
amendment.

Mark W. Reynolds
GeoVax Labs, Inc.
November 3, 2009
Page 2
You may contact Staci Shannon, Staff A ccountant, at (202) 551-3374 or Mary
Mast, Review Accountant, at  (202) 551-3613 if you have an y questions regarding the
processing of your response, as well as any que stions regarding this comment.  In this
regard, do not hesitate to contact me, at (202) 551-3679.

        S i n c e r e l y ,

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

CORRESP
1
filename1.htm

GEOVAX LABS, INC. / SEC CORRESPONDENCE

October 9, 2009

VIA EDGAR AND OVERNIGHT COURIER

Jim B. Rosenberg, Senior Assistant Chief Accountant

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    GeoVax Labs, Inc.

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

File No.: 000-52091

Dear Mr. Rosenberg,

     This letter is in response to your letter dated September 29, 2009, which GeoVax Labs, Inc.
(the “Company”) received by fax on September 25, 2009. Our responses to each of your comments are
set forth below.

Item 1. Business

Intellectual Property, page 8

    1.

    Please expand your disclosure to include the amount of aggregate potential milestone payments
you may be required to make under the Emory License, any payments made to date, the aggregate
maintenance fees, termination provisions, the running royalty percentages of net sales as set
forth on Exhibit B of the license agreement and the sublicensing royalty rate.

Response:

We intend to include the expanded disclosure in our Form 10-K for the Fiscal Year Ending December
31, 2009. We expect our disclosure to appear in all material respects as set forth below. Please
note that, for the Staff’s convenience, we have included below the existing, as well as the
expanded, disclosure under “Intellectual Property” as it pertains to our license agreement with
Emory University.

We are the exclusive, worldwide licensee of a number of patents and patent applications (the
“Emory Technology”) owned, licensed or otherwise controlled by Emory University (“Emory”) for
HIV and smallpox vaccines pursuant to a License Agreement originally entered into on August
23, 2002 and restated on June 23, 2004 (the “Emory License”). Through the Emory License we are
also a non-exclusive licensee of patents owned by the NIH related to the ability of our MVA
vector vaccine as a vehicle to deliver HIV virus antigens, and also to induce an immune
response in humans. All of our obligations with respect to the NIH —owned patents are covered
by the Emory License. Currently, there are 4 issued patents and 6 pending patent applications
in the United States subject to the Emory License, as well as 2 issued patents and 26 pending
patent applications in other countries. The 4 issued patents expire in 2026. The Emory
License expires on the expiration date of the last to expire of the patents licensed
thereunder including those that are issued on patents pending; we will therefore not know the
final termination date of the Emory License until such patents are issued. The Company may
terminate the Emory License upon three months’ written notice. The Emory License also
contains standard provisions allowing Emory to terminate upon breach of contract by GeoVax or
upon the Company’s insolvency or bankruptcy.

GeoVax Labs Inc. • 1256 Briarcliff Road • Atlanta Georgia 30306 USA • 404.727.0971 tel • 404.712.9357 fax • www.geovax.com

The Emory License, among other contractual obligations, requires payments based the following:

    •

    Milestone Payments. An aggregate of $3,450,000 is potentially due to Emory in the
future upon the achievement of clinical development and regulatory approval milestones as
defined in the agreement. To date, we have paid a nominal milestone fee of $1.00 upon
entering Phase 2 clinical trials for our preventative HIV/AIDS vaccine.

    •

    Maintenance Fees. The Company has achieved the specified milestones and met its
obligations with regard to the related payments, and no maintenance fees are (or will be)
owed to Emory.

    •

    Royalties. Upon commercialization of products covered by the Emory License, we will
owe royalties to Emory of between 5% and 7.5% (depending on annual sales volume) of net
sales made directly by GeoVax. The agreement also requires minimum annual royalty
payments of $3 million in the third year following product launch, increasing annually to
$12 million in the sixth year.

    •

    Sublicense Royalties. In the event that we sublicense a covered product to a third
party, we will owe royalties to Emory based on all payments (cash or noncash) we receive
from our sublicensees. Those royalties will be 19% of all sublicensing consideration we
receive prior the first commercial sale of a related product; commencing with the first
commercial sale, the royalty owed to Emory will be 27.5% of all sublicensing
consideration we receive.

    •

    Patent Reimbursements. During the term of the Emory License we are obligated to
reimburse Emory for ongoing third party costs in connection with the filing, prosecution
and maintenance of patent applications subject to the Emory License. The expense
associated with these ongoing patent cost reimbursements to Emory amounted to $102,141,
$243,653 and $98,842 for the years ended December 31, 2008, 2007 and 2006, respectively.

We may not use the Emory Technology for any purpose other than that permitted by the Emory
License. Emory also reserves the right to use the Emory Technology for research, educational
and non-commercial clinical purposes. Due to the use of federal funds in the development of
the Emory Technology, the United States Government has the irrevocable, royalty-free, paid-up
right to practice and have practiced certain patents throughout the world, should it choose to
exercise such rights.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations Liquidity and Capital Resources

Contractual Obligations, page 24

    2.

    Please provide revised disclosure that includes tabular disclosure of your contractual
obligations as required by Item 303(A)(5) of Regulation S-K. Include in the contractual
obligations table the cash obligations under your license agreement with Emory University.
Where uncertainties prevent making a reasonable estimate of the obligations, explain the
uncertainties in a note to the table indicating the aggregate milestone payments, their
timing, events triggering their payment, and expected effects on financial position,
operations and capital resources.

Response:

We intend to include the revised disclosure in our Form 10-K for the Fiscal Year Ending December
31, 2009. We expect our disclosure to appear in all material respects as set forth below, with
changes as may be necessary to accurately reflect the facts and circumstances in existence at the
time of our filing.

Contractual obligations represent future cash commitments and liabilities under agreements
with third parties, and exclude contingent liabilities for which we cannot reasonably predict
future payment. Additionally, the expected timing of payment of the obligations presented
below is estimated based on current information. Timing of payments and actual amounts paid
may be different depending on the timing of receipt of goods or services or changes to
agreed-upon terms or amounts for some obligations.

The following table represents our contractual obligations as of December 31, 2009, aggregated
by type (in thousands):

    Payments Due by Period

    Contractual

    Less than

    1-3

    4-5

    More than

    Obligations

    Total

    1 Year

    Years

    Years

    5 years

    Operating Lease Obligations
(1)

    [Numbers to be provided in final disclosure]

    Purchase Obligations (2)

    Emory University — License
Agreement (3)

    —

    —

    —

    —

    —

    Total

    $

    $

    $

    $

    $

    (1)

    Our operating lease obligations relate to the facility lease for our 8,430 square
foot facility in Smyrna, Georgia, which houses our laboratory operations and our
administrative offices. The lease, which was effective November 1, 2009, expires on
December 31, 2014.

    (2)

    Purchase obligations primarily relate to (i) supply agreements with third party
contract manufacturers for production of our vaccines for use in clinical trials, (ii)
research and development commitments, including subcontracted research pursuant to our
IPCAVD grant from the NIH, (iii) firm commitments for capital expenditures, and (iv) open
purchase orders for the acquisition of goods and services in the ordinary course of
business.

    (3)

    Pursuant to the Emory License, we have committed to make potential future milestone
and royalty payments which are contingent upon the occurrence of future events. Such
events include development milestones, regulatory approvals and product sales. Because
the achievement of these milestones is currently neither probable nor reasonably
estimable, the contingent payments have not been included in the table above or recorded
on our Consolidated Balance Sheets. The aggregate total of all potential milestone
payments included in the Emory License (excluding royalties on net sales) is
approximately $3.5 million.

As of December 31, 2009, except as disclosed in the table above, we had no other material firm
purchase obligations or commitments for capital expenditures and no committed lines of credit
or other committed funding or long-term debt. We have employment agreements with our three
senior management team members and a consulting agreement with our Chairman, each of which may
be terminated with 30 days advance notice.

Results of Operations

Research and Development, page 25

    3.

    Where research and development activities are a substantial aspect of the company’s
operations, the following information should be disclosed for each major research and
development project:

    •

    The current status of the project;

    •

    The costs incurred during each period presented and to date on the project;

    •

    The nature, timing and estimated costs of the efforts necessary to complete the
project;

    •

    The anticipated completion dates;

    •

    The risks and uncertainties associated with completing development on schedule, and
the consequences to operations, financial position and liquidity if the project is not
completed timely; and finally

    •

    The period in which material net cash inflows from significant projects are expected
to commence.

If research and development costs are not maintained by project, disclose that fact and
explain why management does not maintain and evaluate research and development costs by
project. Provide other quantitative or qualitative disclosure that indicates the amount of
the company’s resources being used on the project.

To the extent that dates or amounts are not estimable, disclose the facts and circumstances
that preclude making a reasonable estimate.

Response:

We intend to include the revised disclosure in our Form 10-K for the Fiscal Year Ending December
31, 2009. We expect our expanded disclosure to include the information as set forth below,
integrated with additional discussion similar to that which was included in our 2008 Form 10-K, and
modified according to the facts and circumstances in existence at the time of our filing.

Our major ongoing research and development programs are focused on the clinical development of
our DNA and MVA vaccines (designed for use together in a prime-boost system) for the
prevention and/or treatment of HIV/AIDS. We are developing two clinical pathways for our
vaccine candidates — (i) as a preventative vaccine to prevent development of AIDS in healthy
individuals who are exposed to the HIV virus, and (ii) as a therapeutic vaccine to prevent
development of AIDS in those individuals who have already been infected with the HIV virus.

Our preventative vaccine candidate is currently in a Phase 2a clinical trial, being conducted
and funded by the HIV Vaccine Trials Network, which we expect to be completed during mid-2011
based on current patient enrollment rates. With regard to our therapeutic vaccine candidate,
we expect to begin a Phase 1 clinical trial during the first quarter of 2010, subject to FDA
clearance. We expect this trial to be completed within 12-18 months from the date of first
patient enrollment.

In addition to our clinical development program for our vaccine candidates, we are conducting
preclinical research on the impact of adding adjuvants (immune system stimulants) to our
vaccine components to investigate whether they can improve the effectiveness of our vaccine
candidates. This work is being funded by the NIH through an Integrated Preclinical/Clinical
AIDS Vaccine Development. grant (IPCAVD) to GeoVax. If the activities funded by the IPCAVD
grant are successful, it may result in a secondary clinical program for the development of the
next generation of our HIV/AIDS vaccines.

Since our inception, all of our research and development efforts have been focused on
development of our HIV/AIDS vaccines, which we have managed and evaluated to date as a single
project. Upon our receipt of the IPCAVD grant in late 2007, we began tracking the direct
costs associated with the grant as a separate project even though the activities are closely
related to our HIV/AIDS vaccine development efforts. The table below summarizes our research
and development expenses for each of the years in the three year period ended December 31,
2009 (in thousands). The amounts shown related to the IPCAVD grant represent all costs
directly associated with the grant activities, including salaries and personnel-related
expenses, supplies, consulting, contract services and travel. The remainder of our research
and development expense is allocated to our general HIV/AIDS vaccine program.

    R&D Project

    2009

    2008

    2007

    IPCAVD Grant — Vaccine Adjuvants

    [Numbers to be provided in final disclosure]

    DNA/MVA Vaccines — HIV/AIDS

    Total Research and Development Expense

Our vaccine candidates still require significant, time-consuming and costly research and
development, testing and regulatory clearances. Completion of clinical development will take
several years or more, but the length of time generally varies substantially according to the
type, complexity, novelty and intended use of a product candidate. The cost of the ongoing
Phase 2a clinical trial for our preventative vaccine is being funded by the HVTN, but we
cannot be certain whether the HVTN or any other external source will provide funding for
further development. With regard to our therapeutic vaccine, we intend to fund the cost of
the Phase 1 clinical trial (estimated at approximately $500,000), and we will seek government
or third party support for future clinical trials, but there can be no assurance that we will
be successful. The duration and

the cost of future clinical trials may vary significantly over the life of the project as a
result of differences arising during development of the clinical trial protocols, including,
among others, the following:

    •

    the number of patients that ultimately participate in the trial;

    •

    the duration of patient follow-up that seems appropriate in view of the results;

    •

    the number of clinical sites included in the trials; and

    •

    the length of time required to enroll suitable patient subjects.

Due to the uncertainty regarding the timing and regulatory approval of clinical trials and
preclinical studies, our future expenditures are likely to be highly volatile in future
periods depending on the outcomes. From time to time, we will make determinations as to how
much funding to direct to these programs in response to their scientific, clinical and
regulatory success, anticipated market opportunity and the availability of capital to fund our
programs.

In developing our product candidates, we are subject to a number of risks that are inherent in
the development of products based on innovative technologies. For example, it is possible
that our vaccines may be ineffective or toxic, or will otherwise fail to receive the necessary
regulatory clearances, causing us to delay, extend or terminate our product development
efforts. Any failure by us to ob

Via Facsimile and U.S. Mail
Mail Stop 4720

         September 25, 2009

Mark W. Reynolds
Chief Financial Officer
GeoVax Labs, Inc.
1256 Briarcliff Road NE
Atlanta, GA 30306

Re: GeoVax Labs, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2008
Filed March 12, 2009
 File Number:  000-52091

Dear Mr. Reynolds:

We have limited our review of your filing to those issues we have addressed in
our comments. With respect to comment f our, we believe that you should amend your
filing.  For all other comments, we ask you to provide us with information to better
understand your disclosure.  Where those comme nts request you to revise disclosure, the
information you provide should show us what the revised disclosure will look like and
identify the annual or quarterly filing, as a pplicable, in which you in tend to first include
it.  If you do not believe that revised disclo sure is necessary, expl ain the reason in your
response.

 Please understand that the purpose of our re view 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 on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 Item 1. Business

Intellectual Property, page 8
 1. Please expand your disclosure to include  the amount of a ggregate potential
milestone payments you may be required to make under the Emory License, any payments made to date, the aggregate maintenance fees, termination provisions,
the running royalty percentage s of net sales as set forth on Exhibit B of the license
agreement and the sublicensing royalty rate.

Mark W. Reynolds
GeoVax Labs, Inc.
September 25, 2009
Page 2  Item 7.  Management’s Discussion and Analys is of Financial Condition and Results of
Operations
Liquidity and Capital Resources
Contractual Obligations, page 24
 2. Please provide revised disclosure that  includes tabular disclosure of your
contractual obligations as required by Item 303(A)(5) of Regulation S-K.  Include
in the contractual obligations table the cash obligations under your license
agreement with Emory University.  Where uncertainties prevent making a
reasonable estimate of the obligations, explain the uncertainties in a note to the table indicating aggregate milestone pa yments, their timing, events triggering
their payment, and expected effects on financial position, operations and capital
resources.
 Results of Operations

Research and Development, page 25
 3. Where research and development activiti es are a substantial aspect of the
company’s operations, the following information should be disclosed for each major research and development project:

• The current status of the project;
• The costs incurred during each period presented and to date on the project;
• The nature, timing and estimated costs of the efforts necessary to complete the
project;
• The anticipated completion dates;
• The risks and uncertainties associated with completing development on
schedule, and the consequences to oper ations, financial position and liquidity
if the project is not completed timely; and finally
• The period in which material net cash in flows from significant projects are
expected to commence.
 If research and development costs are not maintained by project, disclose that fact
and explain why management does not ma intain and evaluate research and
development costs by project.  Provide othe r quantitative or qualitative disclosure
that indicates the amount of the company’ s resources being used on the project.

To the extent that dates or amounts ar e not estimable, disclose the facts and
circumstances that preclude making a reasonable estimate.

Mark W. Reynolds
GeoVax Labs, Inc.
September 25, 2009
Page 3  Report of Independent Registered Public A ccounting Firm on Financial Statements, page

F-2
 4. Please amend your filing to include the report of the auditors referred to by Porter
Keadle Moore LLP that covers the pe riod from inception (June 27, 2001) through
December 31, 2005, which complies with Rule 2-02 of Regulation S-X and PCAOB Auditing Standard 1.  Refer to  Rule 2-05 of Regulation S-X.

* * * *

 Please amend your Form 10-K in respons e to comment four and respond to the
other comments within 10 business days or tell us when you will provide us with a
response.  Please furnish a cover letter with your amendment that keys  your responses to
our comments.  Detailed cover letters greatly facilitate our review .  Please furnish your
letter on EDGAR under the form type label CORRESP.  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 in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating 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 co mments, please provide, in your letter, 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 a ny action with respect to the filing;
and
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

Mark W. Reynolds
GeoVax Labs, Inc.
September 25, 2009
Page 4
Please contact Staci Shannon, Staff Account ant, at (202) 551-3374 or Mary Mast,
Review Accountant, at (202) 551-3613 if  you have any questions regarding the
processing of your response, as well as any questions regarding comments on the
financial statements and related matters.  You may contact Nandini Acharya, Staff
Attorney, at (202) 551-3495 with questions on the remaining comments.  In this regard,
do not hesitate to contact me, at (202) 551-3679.
        S i n c e r e l y ,

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

Mail Stop 4561

       February 5, 2007

Mr. Donald G. Hildebrand
President and Chief Executive Officer
Geovax Labs, Inc.
1256 Briarcliff Road, N.E.
Emtech Bio Suite 500
Atlanta, Georgia 30306

 Re: Geovax Labs, Inc.
  Form 10-Q for the Quarterly Period Ended September 30, 2006
File No. 000-52091

Dear Mr. Hildebrand:

We have completed our review of your Form 10-K and related filings and do not, at this
time, have any further comments.

Sincerely,

        Stephen Krikorian
        A c c o u n t i n g  B r a n c h  C h i e f

Mail Stop 4561

       January 16, 2007

Mr. Donald G. Hildebrand
President and Chief Executive Officer
Geovax Labs, Inc.
1256 Briarcliff Road, N.E.
Emtech Bio Suite 500
Atlanta, Georgia 30306

 Re: Geovax Labs, Inc.
  Form 10-Q for the Quarterly Period Ended September 30, 2006
File No. 000-52091

Dear Mr. Hildebrand:

  We have reviewed the above referenced filing and your response letter dated December
19, 2006 and have the following comments.  Please note that we have limited our review to the
matters addressed in the comments below.  We may ask you to provide us with supplemental information so we may better understand your disclosure.  Please be as detailed as necessary in your explanation.  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 on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 10-Q for the Quarterly Period Ended September 30, 2006

Notes to Interim Consolidated Financial Statements

Note 2.  Stock-Based Compensation, page 6

1. We note from your response to prior comment number 2 that you are restating your financial statements for the nine-month period ended September 30, 2006 to adopt SFAS 123(R) using the prospective method instead of the modified-prospective method.  We further note your disclosure of the restatement on pages 5 and 6 of your Form 10-Q/A for the quarterly period ended September 30, 2006.  Please revise to disclose the effect of the correction on each financial statement line item for each prior period presented pursuant to paragraph 26.a of SFAS 154.  In addition, please consider disclosing the periods that

Mr. Donald G. Hildebrand
Geovax Labs, Inc.
January 16, 2007 page 2
have been restated on the face of your financial statements.  This can be accomplished by identifying the financial statement columns that  have been restated on the face of your
financial statements.

2. Your response to prior comment number 2 also indicates that you have concluded your previously issued financial statements for the nine-month period ended September 30, 2006 can be relied upon and therefore you do not believe you are required to file an Item 4.02 Form 8-K.  Please provide us with your analysis supporting this conclusion.  If it is not already included in your prepared analysis, please tell us how you considered the fact that your net loss for the nine-months ended September 30, 2006 was overstated by approximately 18% in your previously issued financial statements when arriving at this conclusion.  That is, clarify how you determined that your previously issued financial statements can be relied upon when they contain a material error that has to been corrected by restating the financial statements.  If you conclude that your financial statements for the nine-month period ended September 30, 2006 cannot be relied upon due to the existence of this material error, please file an Item 4.02 Form 8-K.

*****

 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.  Please submit all correspondence and supplemental materials on EDGAR as required by Rule 101 of Regulation S-T.  You may wish to provide us with marked copies of any amendment to expedite our review.  Please furnish a cover letter with any amendment that keys your responses to our comment and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing any amendment and your responses to our comments.

 You may contact Christopher White, Senior St aff Accountant, at (202) 551-3461 or me at
(202) 551-3488 if you have any questions regarding our comments on the financial statements and related matters.

Sincerely,

        Stephen Krikorian
        A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
1
filename1.htm

      Geovax Labs, Inc. Correspondence

      January
        26, 2007

      VIA
        EDGAR AND OVERNIGHT COURIER

      Stephen
        Krikorian, Accounting Branch Chief

      United
        States Securities and Exchange Commission

      Division
        of Corporation Finance

      100
        F
        Street, N.E.

      Washington,
        D.C. 20549

                Re:

                GeoVax
                  Labs, Inc.

      Form
        10-Q
        for the Quarterly Period Ended September 30, 2006

      Your
        File
        No.: 000-52091

      Dear
        Mr.
        Krikorian,

      This
        letter is in response to your letter dated January 16, 2007, which GeoVax
        Labs,
        Inc. (the “Company”) received by fascimile.

      Form
        10-Q for the Quarterly Period Ended September 30, 2006

      Notes
        to Interim Consolidated Financial Statements

      Note
        2. Stock-Based Compensation, page 6

      1.   We
        note from your response to prior comment number 2 that you are restating
        your
        financial statements for the nine-month period ended September 30, 2006 to
        adopt
        SFAS 123(R) using the prospective method instead of the modified-prospective
        method. We further note your disclosure of the restatement on pages 5 and
        6 of
        your Form 10-Q/A for the quarterly period ended September 30, 2006. Please
        revise to disclose the effect of the correction on each financial statement
        line
        item for each prior period presented pursuant to paragraph 26a of SFAS 154.
        In
        addition, please consider disclosing the periods that have been restated
        on the
        face of your financial statements. This can be accomplished by identifying
        the
        financial statement columns that have been restated on the face of your
        financial statements.

      In
        response to your comment number 1, we have amended our Form 10-Q to add the
        additional disclosures required by paragraph 26a of SFAS 154. Pursuant to
        your
        suggestion, we have also identified the restated periods on the face of our
        financial statements.

      2.   Your
        response to prior comment number 2 also indicates that you have concluded
        your
        previously issued financial statements for the nine-month period ended September
        30, 2006 can be relied upon and therefore you do not believe you are required
        to
        file an Item 4.02 Form 8-K. Please provide us with your analysis supporting
        this
        conclusion. If it is not already included in your prepared analysis, please
        tell
        us how you considered the fact that your net loss for the nine-months ended
        September 30, 2006 was overstated by approximately 18% in your previously
        issued
        financial statements when arriving at this conclusion. That is, clarify how
        you
        determined that your previously issued financial statements can be relied
        upon
        when they contain a material error that has to be corrected by restating
        the
        financial statements. If you conclude that your financial statements for
        the
        nine-month period ended September 30, 2006 cannot be relied upon due to the
        existence of this material error, please file an Item 4.02 Form
        8-K.

GeoVax Labs Inc. –
        1256 Briarcliff Road –
        Atlanta Georgia 30306 USA –
        404.727.0971 tel –
        404.712.9357 fax –
        www.geovax.com

      We
        reached the conclusion that our financial statements for the nine months
        ended
        September 30, 2006 prior to our restatement can be relied upon, and therefore
        we
        are not required to file an Item 4.02 Form 8-K, based primarily on the following
        considerations:

                (a)

                The
                  error correction had no impact on our financial position as reflected
                  on
                  our Balance Sheet. On the Balance Sheet the correction was confined
                  to the
                  equity section, so that there was no change to Assets, Liabilities
                  or
                  Total Stockholders’ Equity.

                (b)

                The
                  correction had no impact on our total cash flows from operating
                  activities, investing activities, or financing activities as reported
                  in
                  our Statements of Cash Flows

                (c)

                The
                  correction did not change basic or diluted loss per
                  share.

      To
        summarize, our overriding consideration in reaching our conclusion was the
        non-cash nature of the expense item affected by the correction, which give
        rise
        to the observations mentioned in (a) and (b) above. Our conclusion is also
        driven by recognition of the nature of our company - the fact that we are
        a
        research and development biotechnology company which is currently not generating
        revenues, that we are incurring substantial losses and will continue to do
        so
        for the foreseeable future. Investors in companies’ such as GeoVax are typically
        focused more on financial condition and cash flow (or cash “burn”), and not on
        net profit or loss. We should mention here also that, in response to a portion
        of your comment, we did recognize the size of the change in proportion to
        our
        previously provided net loss (18%); but that in light of our previous
        assessments, and the fact that the correction decreased our net loss rather
        than
        increased it, we have reached the same conclusion.

      In
        making
        this response to your comments, the Company acknowledges that:

      (1)   it
        is
        responsible for the adequacy and accuracy of the disclosure in its
        filings;

      (2)   staff
        comments or changes to disclosure in response to staff comments do not foreclose
        the Securities and Exchange 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 Securities and Exchange Commission or any person under the federal
        securities laws of the United States.

      Please
        do
        not hesitate to contact the undersigned with any additional comments you
        may
        have. Additional correspondence may be faxed to 404-712-9357

                Very
                  truly yours,

                GEOVAX
                  LABS, INC.

                By:
                  /s/ Mark W.
                  Reynolds

                Mark
                  W. Reynolds

                Chief
                  Financial Officer

CORRESP
1
filename1.htm

      Correspondence

      December
        19, 2006

      VIA
        EDGAR AND OVERNIGHT COURIER

      Stephen
        Krikorian, Accounting Branch Chief

      United
        States Securities and Exchange Commission

      Division
        of Corporation Finance

      100
        F
        Street, N.E.

      Washington,
        D.C. 20549

                Re:

                GeoVax
                  Labs, Inc.

      Form
        10-Q
        for the Quarterly Period Ended September 30, 2006

      Your
        File
        No.: 000-52091

      Dear
        Mr.
        Krikorian,

      This
        letter is in response to your letter dated November 24, 2006, which GeoVax
        Labs,
        Inc. (the “Company”) received on December 5, 2006.

      Notes
        to Interim Consolidated Financial Statements.

      We
        note that you have provided a portion of the footnote disclosures required
        by
        paragraph 30 of APB 28 in your critical accounting policies and estimates
        discussion contained within Item 2 of your report. Please tell us your
        consideration of providing the disclosure required by paragraph 30 of APB
        28 in
        the footnotes to your financial statements. In addition, please ensure to
        provide all the disclosures required by paragraph 30 of APB 28 in all future
        filings.

      In
        response to comment number 1, we have reviewed our disclosures in both the
        critical accounting policies and estimates discussion contained within Item
        2 of
        the report, as well as in the financial statement footnotes. Although we
        believe
        that our footnote disclosures are in compliance in all material respects
        with
        paragraph 30 of APB 28, in response to your comment we have added a short
        paragraph to Note 1 disclosing the adoption of SFAS123R, and directing the
        reader to Note 2 for further discussion.

      In
        future
        filings, we will continue to ensure that all disclosures required by paragraph
        30 of APB 28 will be made in our interim financial statements and footnotes
        thereto.

      Note
        2. Stock-Based Compensation, page 6

      Your
        disclosure indicates you have adopted SFAS 123R utilizing the
        modified-prospective transition method. However, it appears that prior to
        adopting SFAS 123R, you used the minimum value method of measuring equity
        share
        options for purposes of complying with SFAS 123. Therefore, it appears you
        are
        required to adopt SFAS 123R using the prospective method pursuant to paragraph
        83 of SFAS 123R. In addition, clarify how your pro forma disclosure for
        outstanding awards accounted for under the intrinsic value method of APB
        25
        complies with paragraph 85 of SFAS 123R. Please advise or revise as
        appropriate.

      Stephen
        Krikorian, Accounting Branch Chief

      United
        States Securities and Exchange Commission

      December
        19, 2006

      Page
        2

      In
        response to comment number 2, we have examined our accounting practices with
        regard to adoption of SFAS 123R and determined that the prospective application
        method is the proper transition method. We are therefore amending our Form
        10-Q
        to reflect the adoption of SFAS 123R using the prospective transition method
        rather than the modified-prospective method.

      Following
        up on our recent telephone conversation about this comment, we have also
        considered the requirements of Item 4.02 of Form 8-K. The changes to the
        financial statements in our amended filing are not of the type that have
        led us
        to conclude that any previously issued financial statements should no longer
        be
        relied upon because of an error of the kind contemplated under Item 4.02.
        We
        would be happy to provide the Staff with our analysis of this issue upon
        request.

      In
        making
        this response to your comments, the Company acknowledges that:

      (1)    it
        is
        responsible for the adequacy and accuracy of the disclosure in its
        filings;

      (2)    staff
        comments or changes to disclosure in response to staff comments do not foreclose
        the Securities and Exchange 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 Securities and Exchange Commission or any person under the federal
        securities laws of the United States.

      Please
        do
        not hesitate to contact the undersigned with any additional comments you
        may
        have.

                Very
                  truly yours,

                GEOVAX
                  LABS, INC.

                By:
                  /s/ Mark W.
                  Reynolds

                Mark
                  W. Reynolds

                Chief
                  Financial Officer

Room 4561

 August 15, 2006

Andrew J. Kandalepas
President and Chief Executive Officer
Dauphin Technology, Inc.
1014 East Algonquin Road, Suite 111
Schaumburg, Illinois 60173

Re: Dauphin Technology, Inc.
 Revised Preliminary Information Statem ent on Schedule 14C filed August 8, 2006
 File No. 0-52091

Dear Mr. Kandalepas:

We have conducted a limited review of your revised preliminary information statement
and response letter filed August 8, 2006 and have the following comments.

Revised Preliminary Information Statement on Schedule 14C

1. Your attention is directed to Rules 3-01(a)  and 3-02(a) of Regulation S-X and the need
for updated financial statements and related disclosures with respect to you and Geovax.
Please update your financial information.

2. We note your response and revised disclosure with respect to comment 3 of our letter dated July 28, 2006.  Please provide us an analysis with respect to whether your obtaining of the consents from such shareholders constituted a solicitation subject to the requirements of Section 14 of the Exchange Act and the rules promulgated thereunder or otherwise whether an exemption from such requirements was available.

Security Ownership of Certain Benefi cial Owners and Management, page 61

3. Your response to comment 3 of our letter dated July 28, 2006 discloses significant share ownership by holders of your preferred stock.  Please note that Item 403 of Regulation S-
K requires disclosure with respect to any class of your voting securities.  Accordingly, please revise your disclosure here to include  your outstanding shares of preferred stock.

*              *              *              *

Andrew J. Kandalepas
Dauphin Technology, Inc.
August 15, 2006 Page 2

As appropriate, please amend your filing, as necessary, in response to these comments.
Responses to our comments on your filing should be provided to us within 10 business days of the date of this letter.  You may wish to provide us with marked copies 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 supplemental 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.

You may contact Daniel Lee at (202) 551- 3477, or Jeff Werbitt at (202) 551-3456, with any
questions.  If you need further assistance, you may contact me at (202) 551-3730.

 Sincerely,

 Barbara C. Jacobs
 Assistant Director

cc: Via Facsimile
 A.O. Headman, Jr., Esq.
 Cohne, Rappaport & Segal
 257 East 200 South, Suite 700
 Salt Lake City, Utah 84111
 Telephone: (801) 532-2666
 Facsimile: (801) 355-1813

CORRESP
1
filename1.htm

      Correspondence to SEC

                                 COHNE

                  RAPPAPORT

                  & SEGAL

                Richard
                  A. Rappaport

                Roger
                  G. Segal

                Jeffrey
                  L. Silvestrini

                David
                  S. Dolowitz

                Vernon
                  L. Hopkinson

                Keith
                  W. Meade

                Ray
                  M. Beck

                A.O.
                  Headman, Jr.

                Julie
                  A. Bryan

                Jeffrey
                  R. Oritt

                Daniel
                  J. Torkelson

                Leslie
                  Van Frank

                Larry
                  R. Keller

                A.
                  Howard Lundgren

                Brian
                  F. Roberts

                Dena
                  C. Sarandos

                Edward
                  T. Vasquez

                Emily
                  Broadhead Smoak

                Joshua
                  K. Peterman

                Thomas
                  J. Burns

                A
                  PROFESSIONAL CORPORATION

                  ATTORNEYS AT LAW

                257
                  East 200 South, 7th
                  Floor

                Salt
                  Lake City, Utah 84111

                (801)
                  532-2666

                (801)
                  238-4606 DIRECT FAX

                aoh@crslaw.com
                  DIRECT E-MAIL

                Mailing
                  Address

                Post
                  Office Box 11008

                Salt
                  Lake City, Utah

                84147-0008

      Via
        EDGAR

      August
        8,
        2006

      Mail
        Stop 6010

      Barbara
        C. Jacobs

      Assistant
        Director

      Securities
        and Exchange Commission

      100
        F
        Street, N.E.

      Washington,
        D.C. 20549

                Re:

                Dauphin
                  Technology, Inc.

                Revised
                  Preliminary Information Statement on Schedule 14C

                File
                  No. 0-52091

      Dear
        Ms.
        Jacobs:

      Yesterday
        Dauphin Technology, Inc. filed a revised Preliminary Information Statement
        via
        EDGAR and sent an overnight copy to SEC Staff.  We have just become aware
        of disclosure that may not be clear.  On page 3 of the Preliminary
        Information Statement on Schedule 14C and in our response
        letter, there is a list of the Majority Shareholders.  The Preferred
        Stockholders are entitled to 20 votes for each share owned.  The 14C, and
        our response letter, sets forth the number of shares owned rather than the
        number of votes that the preferred stockholders are entitled to.  We
        believe that better disclosure is to disclose the number of votes owned which
        is
        20 times the number of shares owned by the preferred stockholders.
Accordingly, upon the filing of the Definitive Schedule 14C we will revise
        document to reflect that the Majority Stockholders own the following
        votes:

                Name

                Votes

                Stavros
                  N. Pagageorgiou

                30,000,000
                  (1)

                Helen
                  S. Pagageorgiou

                30,000,000
                  (1)

                Nikolaos
                  S. Pagageorgiou

                100,000,000
                  (1)

                Vasiliki
                  A. Leandrou

                40,000,000
                  (1)

                Per
                  K. Reichborn

                3,276,000
                  (2)

                Marinis
                  Loukas

                2,213,896
                  (2)

                Rick
                  Jones

                1,350,000
                  (2)

                Peter
                  M. Tsolinas

                1,250,000
                  (2)

                John
                  Douros

                1,732,600
                  (2)

                Evangelos
                  Alexandris

                1,500,000
                  (2)

                Spiro
                  Angelos

                1,000,000
                  (2)

                Dan
                  L. Schlapkol

                2,045,000
                  (2)

                Edwin
                  E. Fromer

                1,000,000
                  (2)

                Mark
                  Robins

                2,608,000
                  (2)

      Barbara
        C. Jacobs

      August
        8,
        2006

      Page
        2

      (1) These
        votes are attributed to shares of preferred stock and were voted pursuant
        to a
        conversion Agreement dated May 15, 2006.

      (2) These
        votes are attributed to shares of common stock and were obtained between
        June
        28, 2006 and July 5, 2006.

      I
        am
        sorry if this has caused you or the SEC staff any problems in your review.
        If
        you have any questions, please contact me.

      Sincerely,

      COHNE,
        RAPPAPORT & SEGAL

      /s/
        A.O.
        Headman, Jr.

Room 4561

 July 28, 2006

Andrew J. Kandalepas
President and Chief Executive Officer
Dauphin Technology, Inc.
1014 East Algonquin Road, Suite 111
Schaumburg, Illinois 60173

Re: Dauphin Technology, Inc.
 Preliminary Information Statement on Schedule 14C filed July 18, 2006
 File No. 0-52091

Dear Mr. Kandalepas:

This is to advise you that we have limited our review of the above filing to the matters
addressed in the comments below.  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 supplemental information so we may better understand your disclosure.  After reviewing this information, we may or may not 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.

1. We note that you have yet to file several periodic reports for prior periods.  Please file these reports within 10 business days or otherwise advise us when you plan to do so.

Information Statement on Schedule 14C

2. We note that you disclose that GeoVax security holders will own 490,332,879 shares of common stock following the merger.  Please revise your cover page to also disclose the percentage of common stock the the security holders of GeoVax will own after the merger and the percentage of common stock that the security holders of Dauphin will own after the merger.

Andrew J. Kandalepas
Dauphin Technology, Inc.
July 28, 2006 Page 2
3. Please provide disclosure in your information statement with respect to the majority stockholders that acted pursuant to the written consent.  Please further elaborate on when the written consent was provided and how it was obtained.  Please provide us a copy of the written consent for our review.  We note your disclosure on page 58 regarding the beneficial ownership of certain security holde rs.  It does not appear that any stockholder
holds a significant portion of your outstanding equity.

4. Please advise us concerning the exemption from the registration provisions of the Securities Act you are relying upon for the issuance of securities in the merger transaction.  Provide us a detailed analysis of the factual basis for your belief that the exemption is available.  Among other matters, tell us whether the stockholders of Geovax receiving your shares in the transaction were accredited or sophisticated.  Please also advise us the nature of the information delivered to such stockholders or otherwise advise why such information was not required.

5. You have provided the audited balance sheet for Geovax as of the year ended December 31, 2005 and the audited statements of income and cash flows for the two years ended December 31, 2005.  Pursuant to Item 14(c)(2) of Schedule 14A, Item 17(b)(7) of Form S-4 and Rule 14a-3(b)(1) under the Exchange Act, it appears that audited balance sheets as of the end of each of the two most recent fi scal years and audited statements of income
and cash flows for each of the three most recent fiscal years for Geovax are required.  Please revise or advise us otherwise.

6. It appears that disclosure pursuant to Items 14(b)(8) through (10) of Schedule 14A is required but have not been provided.  Please revise or advise us otherwise.

Dauphin Management Discussion and Analysis, page 12

Geovax Management’s Discussion and Analysis or Plan of Operation, page 23

7. You have provided a comparison of your and Geovax’s results of operations, respectively, for the years ended December 31, 2005 to that for the years ended December 31, 2004.  Please provide a discussion of your and Geovax’s results of operations for the year-ended periods you are required to present in your financial statements.

The Merger Agreement

Issuance of Shares Prior to Closing, page 44

8. Please clarify whether Dauphin has issued or will issue the shares referred to in the table on page 44.

Andrew J. Kandalepas
Dauphin Technology, Inc.
July 28, 2006 Page 3
9. We note your reference to the “shares issued in conversion of debt” and the “shares issued in conversion of preferred stock.”  Please advise how you plan to convert these securities.  For example, did the terms of the debt and the preferred stock contemplate conversion at the time it was issued?  Does Dauphin plan to revise the terms of the securities prior to the conversion?  If so, please explain.  Alternatively, does Dauphin plan to conduct a tender offer or other transaction?

10. You disclose that you plan to issue an aggregate of 40,000,000 shares of common stock to Hyacinth Resources and to Andrew J. Kandalepas for services rendered in connection with the merger.  Please reconcile this disclosure with your table on page 44 that discloses that you will issue 42,611,942 shares of common stock for services.

*              *              *              *

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 furnish a cover letter with
your amendment that keys your responses to our comments and provides any requested supplemental information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendments and responses to our comments.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filings to be certain that the filings includes all information required under the Exchange Act 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:

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

Andrew J. Kandalepas
Dauphin Technology, Inc.
July 28, 2006 Page 4
In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Division of Corporation Finance in connection with our review of your filing or in response to our comments on your filing.

You may contact Daniel Lee at (202) 551- 3477, or Jeff Werbitt at (202) 551-3456, with any
questions.  If you need further assistance, you may contact me at (202) 551-3730.

 Sincerely,

 Barbara C. Jacobs
 Assistant Director

cc: Via Facsimile
 A.O. Headman, Jr., Esq.
 Cohne, Rappaport & Segal
 257 East 200 South, Suite 700
 Salt Lake City, Utah 84111
 Telephone: (801) 532-2666
 Facsimile: (801) 355-1813

Mail Stop (Room 4561)
June 8, 2006

Andrew J. Kandalepas
Chief Executive Officer
Dauphin Technology, Inc.
1014 E. Algonquin Road
Suite 111
Schaumburg, Illinois 60173

Re:    Dauphin Technology, Inc.
 Item 4.01 Form 8-K
Filed May 15, 2006
File No. 033-21537-D

Dear Mr. Kandalepas:

We have reviewed your filing and have the following comment.  Where indicated,
we think you should revise your document in response to the comment .  If you disagree,
we will consider your explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as deta iled as necessary in your expl anation.  In some of our
comments, we may ask you to provide us w ith supplemental information so we may
better understand your disclosure.  After review ing 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  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.

Item 4.01 Form 8-K filed on May 15, 2006
1. In accordance with Regulation S-K Item 304(a)(1)(i), revise your disclosures to state whether Tanner LC resigned, declin ed to stand for re-election or was
dismissed and the date thereof.  It is not  sufficient to state that the Company is
“terminating the client-auditor relationship”  as the wording is unclear to a reader.

Andrew J. Kandalepas
Dauphin Technology, Inc.
June 8, 2006 Page 2

   *******

As appropriate, please amend your filing and respond to these comments within
five business days or tell us when you will provide us with a response.  Please submit all correspondence and supplemental materials on EDGAR as required by Rule 101 of Regulation S-T.  You may wish to provide us with marked copies of any amendment to expedite our review.  Please furnish a cove r letter with any 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 any amendment and your responses to our comments.

      We urge all persons who are resp onsible 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 info rmed decision.  Since the company and its
management are in possession of all facts re lating 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 adequ acy 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 federa l securities laws of  the United States.

     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 connection
with our review of your filing or in response to our comments on your filing.

 If you have any questions, please call Morgan Youngwood at (202) 551-3479,
Tammy Tangen at (202) 551-3443, or myself at (202) 551-3730.

       S i n c e r e l y ,

       Stephen Krikorian
       A c c o u n t i n g  B r a n c h  C h i e f

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
June 15, 2006

Stephen Krikorian
Accounting Branch Chief
United States Securities and Exchange Commission
Corporate Finance Division
100 F. Street, N.E.
Washington, D.C. 20549

Dear Mr. Krikorian:

         Pursuant to your letter dated June 8, 2006,  we have made the following
change  which is reflected  in a Form 8-KA,  Item 4.01  Changes in  Registrant's
Certifying  Accountants,  in accordance with Regulation S-K Item 304(a)(1)(i) to
read "the Registrant  dismissed  Tanner LC effective May 5, 2006." The foregoing
is the only revision in the amended 8-K.

         Further,  the  Company  acknowledges  that  it is  responsible  for the
adequacy and accuracy of the  disclosure in the filing;  that staff  comments or
changes to  disclosure  in response to staff  comments  does not  foreclose  the
Commission  from  taking any action  with  respect to the  filing;  and that 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.

                                            Sincerely,
                                            /s/ Andrew J. Kandalepas
                                            Andrew J. Kandalepas
                                            Chief Executive Officer

</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

Letter to the SEC

 March 30, 2005

 Christine Davis

 United States

 Securities and Exchange Commission

 Mail stop 4-6

 Washington, DC. 20549

 Dear Christine:

 Thank you for the letter pertaining to our recent Form 8-K filing regarding the engagement of the independent accounting firm Tanner LC. We have inquired directly with
the firm Tanner LC, regarding their registration with the PCAOB and based on their response, there seems to be a discrepancy due to a change in the name and organization of the firm. Further, based on their response, their prior name was TANNER+Co;
however, the PCAOB has not updated their files indicating that they are a registered firm. As you will read in the attached email response from the firm, they indicated that they would contact the PCAOB. Perhaps the matter is cleared up by now,
please advice if we should do anything further.

 Christine, please note that we
have moved recently, my new contact information is as follows:

 Dauphin
Technology, Inc.

 1014 E. Algonquin Rd.

 Suite 111

Schaumburg, IL 60173

 Telephone: (847) 303-6566

 Fax: (847) 954-2647

 Thank you very much for your assistance and cooperation.

 Sincerely,

 Andrew Kandalepas

 CEO/Chairman

 Dauphin Technology, Inc.

 Yahoo! Mail – dntkandy@yahoo.com

 Date:Thu, 17 Mar 2005 13:27:41 -0700

 From: “Rick Jenson” View Contact Details

 To: dntkandy@yahoo.com

 Andy

I have received your fax from the SEC. I have again notified the PCAOB about the change in the name and organization of our firm. There should be no problem and I
apologize that there is an issue. We are registered and when the PCAOB updates their files you can notify the SEC. If you want to let the SEC know what is going on they will understand or I can contact them.

 I received your FedEx packages yesterday and I will start the process of going through them
and get back to you with further needs.

 Hope you are feeling better.

 Thanks

 Rick

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 04-06

      March 10, 2005

Mr. Andrew J. Kandalepas
Chairman & Chief Executive Officer
Dauphin Technology, Inc.
800 E. Northwest Highway, Suite 706
Palatine, Illinois  60067

Re:   	Dauphin Technology, Inc.
      Form 8-K filed March 8, 2005
      File No. 033-21537-D

Dear Mr. Kandalepas:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comments are 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 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 on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

1. We note you have engaged the accounting firm of Tanner LC.  We
also note that Tanner LC is not registered with the Public Company
Accounting Oversight Board (PCAOB).  Section 102 of the Sarbanes-
Oxley Act of 2002 makes it unlawful after October 22, 2003 for any
person that is not a registered public accounting firm (i.e.
registered with the PCAOB) to prepare or issue, or to participate
in
the preparation or issuance of, any audit report (or review
report)
with respect to any issuer.  You must engage a new accountant that
is
a publicly registered accounting firm to perform review or audit
work
for the company.  Please file a new Item 4 Form 8-K after you have
engaged new accountants that are registered with the PCAOB.
Provide
all of the disclosures required by Item 304 of Regulation S-K
regarding the period of engagement of Tanner LC which should
include
an Exhibit 16 letter.

General

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing 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
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comment, 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.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      Please file your supplemental response and amendment via
EDGAR
in response to these comments within 10 days of the date of this
letter.  Please note that if you require longer than 10 days to
respond, you should contact the staff immediately to request
additional time.  Any questions regarding the above should be
directed to me at (202) 942-2894, or in my absence, to Robert
Benton
at (202) 942-1811.

Sincerely,

Christine Davis
      Staff Accountant

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??

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Dauphin Technology, Inc.
March 10, 2005
Page 2

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