SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 10, 2025

Kimberly Graper
Chief Financial Officer
Imunon, Inc.
997 Lenox Drive, Suite 100
Lawrenceville, NJ 08648

 Re: Imunon, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2024
 File No. 001-15911
Dear Kimberly Graper:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Life Sciences
cc: Jeffrey Church
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 August
13, 2025

 Via
EDGAR Transmission

 United
States Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Life Sciences

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attention:
 Lauren Sprague Hamill

 Jason Drory

 Re:
 Imunon, Inc.

 Form 10-K for Fiscal Year
 Ended December 31, 2024

 Filed February 27, 2025

 File No. 001-15911

 Dear
Ms. Hamill and Mr. Drory:

 On
behalf of Imunon, Inc. (the " Company "), we are writing in response to the letter from the staff (the " Staff ")
of the Division of Corporation Finance, Office of Life Sciences, of the U.S. Securities and Exchange Commission (the " Commission "),
dated August 4, 2025 (the " Comment Letter "), relating to the Company's Annual Report on Form 10-K for
the year ended December 31, 2024 (the "2024 Form 10-K"), filed with the Commission on February 27, 2025. The Company's
responses to these comments are set forth below.

 Please
note that for the Staff's convenience, we have recited the Staff's comments and provided the Company's response to
such comments immediately thereafter.

 2024
Form 10-K

 Intellectual
Property, page 26

 1. In
 future filings, please revise your intellectual property disclosure in relation to the Company's
 material patents as follows:

 ●
Clearly describe on an individual or patent family basis whether each patent is owned
or licensed, the expiration year or expected expiration year of each issued and pending patent, and the
jurisdiction, including any foreign jurisdiction, of each material, pending or issued patent.

 Response : The
 Company respectfully acknowledges the Staff's comment and will revise its intellectual
 property disclosure in future filings as follows:

 A
description of each individual patent belonging to the TheraPlas or PlaCCine technology with respect to patent ownership, expiration/expected
expiration year and jurisdiction including foreign jurisdiction will be provided as shown in Table-1 and Table-2, respectively.

 ●
Additionally, it appears that certain of your issued patents pertaining to the TheraPlas
and IMNN-001 technologies will expire on dates ranging from 2025 to 2028. Revise your discussion to identify
with greater specificity any material patent(s) that will expire in the near term. As appropriate, please provide additional
risk factor disclosure discussing the extent to which you face material risk stemming from the expiration of these patents, or
otherwise advise.

 Response : The
 Company respectfully acknowledges the Staff's comment, and will revise its intellectual
 property disclosure in future filings with the following:

 "Patent
protection for TheraPlas and IMNN-001 technologies is based upon patent families, that we own, which are directed to composition of matter
and methods of use. The first of these patent families have been filed in major markets including the U.S. and Europe. Patents issued
in these families expire between 2025 and 2028 (as set forth in Table 1 and Table 2 above). Later-filed patent application families have
been filed in major markets including the U.S. and Europe. Any patents issuing in these later-filed families are expected to have a standard
20-year term that will expire between 2043 and 2044, in each instance provided that all appropriate maintenance fees are paid and not
including any patent term adjustment, patent term extension, or Supplementary Protection Certificate (SPC) that may be available on a
country-by-country basis. Independent of any patent protection, if we obtain FDA regulatory approval of IMNN-001 as a biological product
for treating ovarian cancer, it is expected that biologic exclusivity would provide data exclusivity (12 years) and orphan drug exclusivity
would provide marketing exclusivity (7 years) against certain competitors during these coextensive regulatory exclusivity periods."

 2

 In
future filings, the Company will also revise the section under the heading " Risk Factors " under the subheading " Risks
Related to Intellectual Property " to disclose the additional material risks the Company will face upon the anticipated expiration
of its patents from 2025 to 2028 by adding the following risk factor:

 "Certain
of our issued patents pertaining to the TheraPlas and IMNN-001 technologies will expire on dates ranging from 2025 to 2028. If we are
unable to obtain issuance of our later-filed, later-expiring patent applications or other means of regulatory exclusivity for our products,
the expiration of patents might create opportunities for competitors to enter the market for our target indications, which could have
a material negative impact on our financial results. Without patent protection, we are susceptible to competitors bringing similar products
to market, obtaining FDA approval, and achieving regulatory exclusivity prior to us."

 2. We
 refer to your disclosure on page 39 stating that you are party to license agreements with
 Duke University, under which you have exclusive rights to commercialize medical treatment
 products and procedures based on Duke's thermo-sensitive liposome technology. Please
 revise future filings in an appropriate place to include a discussion of the material terms
 of these or any other material license agreements, including, as applicable:

 ●
Nature and scope of intellectual property transferred;

 ●
Each parties' rights and obligations;

 ●
Duration of agreement and royalty term;

 ●
Termination provisions; and

 ●
Payment provisions, including quantification of any upfront fee and any installments thereof, amounts paid to date, aggregate potential
milestone payments segregated by development and commercial milestone payments, and the
applicable royalty rates to be paid by each party. In the event a range is provided in place of the actual royalty rate, such range should
be within ten percentage points.

 Additionally,
in future filings, please file the referenced license agreements with Duke University
as exhibits, or otherwise provide us with your analysis as to why you believe they are not required to be filed. Refer to Item 601(b)(10)
of Regulation S-K.

 Response : The
 Company respectfully acknowledges the Staff's comment, and in future filings, will
 revise the relevant risk factor as set forth below to delete the reference to the license
 agreements with Duke University. The Company notes that such license agreements, (which were
 previously filed as exhibits 10.13 and 10.14 to the Company's Annual Report on Form
 10-K for the year ended December 31, 2022, filed with the Commission on March 30, 2023) are
 not material contracts for the Company pursuant to Item 601(b)(10) of Regulation S-K because
 such contracts relate to a development program for ThermoDox, which the Company is no longer
 pursuing.

 3

 "Our
business depends on license agreements with third parties to permit us to use patented technologies. The loss of any of our rights under
these agreements could impair our ability to develop and market our products, if approved.

 Our
success will depend, in a substantial part, on our ability to maintain our rights under license agreements granting us rights to use
patented technologies. If we breach any provisions of the license and research agreements, we may lose our ability to use the subject
technology, as well as compensation for our efforts in developing or exploiting the technology. Any such loss of rights and access to
technology could have a material adverse effect on our business.

 Further,
we cannot guarantee that any patent or other technology rights licensed to us by others will not be challenged or circumvented successfully
by third parties, or that the rights granted will provide adequate protection. We may be required to alter any of our potential products
or processes or enter into a license and pay licensing fees to a third party or cease certain activities. There can be no assurance that
we can obtain a license to any technology that we determine we need on reasonable terms, if at all, or that we could develop or otherwise
obtain alternate technology. If a license is not available on commercially reasonable terms or at all, our business, results of operations,
and financial condition could be significantly harmed, and we may be prevented from developing and commercializing the product. Litigation,
which could result in substantial costs, may also be necessary to enforce any patents issued to or licensed by us or to determine the
scope and validity of another's claimed proprietary rights."

 *
* * *

 4

 We
appreciate the Staff's comments and request the Staff contact Susan Eylward, General Counsel and Corporate Secretary, at (917)
538-6811 or by email ( seylward@imunon.com ) with any questions or comments regarding this letter.

 Very truly yours,

 /s/
 Susan Eylward

 Susan Eylward, General Counsel
 and Corporate Secretary

 cc: Stacy
 R. Lindborg, Imunon, Inc.

 5

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<FILENAME>filename2.txt
<TEXT>
 August 4, 2025

Kimberly Graper
Interim Chief Financial Officer
Imunon, Inc.
997 Lenox Drive, Suite 100
Lawrenceville, NJ 08648

 Re: Imunon, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2024
 Filed February 27, 2025
 File No. 001-15911
Dear Kimberly Graper:

 We have reviewed your filing and have the following comments.

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

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

Form 10-K for Fiscal Year Ended December 31, 2024
Intellectual Property, page 26

1. In future filings, please revise your intellectual property disclosure
in relation to the
 Company's material patents as follows:

 Clearly describe on an individual or patent family basis whether
each patent is
 owned or licensed, the expiration year or expected expiration year
of each issued
 and pending patent, and the jurisdiction, including any foreign
jurisdiction, of
 each material, pending or issued patent.
 Additionally, it appears that certain of your issued patents
pertaining to the
 TheraPlas and IMNN-001 technologies will expire on dates ranging
from 2025 to
 2028. Revise your discussion to identify with greater specificity
any material
 patent(s) that will expire in the near term. As appropriate, please
provide
 additional risk factor disclosure discussing the extent to which you
face material
 risk stemming from the expiration of these patents, or otherwise
advise.
 August 4, 2025
Page 2
2. We refer to your disclosure on page 39 stating that you are party to
license agreements
 with Duke University, under which you have exclusive rights to
commercialize
 medical treatment products and procedures based on Duke s
thermo-sensitive
 liposome technology. Please revise future filings in an appropriate
place to include a
 discussion of the material terms of these or any other material license
agreements,
 including, as applicable:
 Nature and scope of intellectual property transferred;
 Each parties rights and obligations;
 Duration of agreement and royalty term;
 Termination provisions; and
 Payment provisions, including quantification of any upfront fee and
any
 installments thereof, amounts paid to date, aggregate potential
milestone
 payments segregated by development and commercial milestone
payments, and
 the applicable royalty rates to be paid by each party. In the event
a range is
 provided in place of the actual royalty rate, such range should be
within ten
 percentage points.

 Additionally, in future filings, please file the referenced license
agreements with Duke
 University as exhibits, or otherwise provide us with your analysis as to
why you
 believe they are not required to be filed. Refer to Item 601(b)(10) of
Regulation S-K.

 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 Lauren Sprague Hamill at 303-844-1008 or Jason Drory at
202-551-
8342 if you have questions regarding comments and with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Jeffrey Church
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 June
11, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
D.C. 20549

 Re:
 Imunon,
 Inc.

 Registration
 Statement on Form S-1

 File
 No. 333-287699

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 of the Securities Act of 1933, as amended (the " Securities Act "), Imunon, Inc. (the " Company ")
hereby requests that the Securities and Exchange Commission take appropriate action to cause the above-referenced Registration Statement
on Form S-1 (the " Registration Statement ") to become effective as of 5:00 p.m., Eastern Time, on Friday,
June 13, 2025, or as soon thereafter as is practicable, unless the Company or its outside counsel, Thompson Hine LLP, notifies
you otherwise prior to such time.

 If
you have any questions regarding this request, please contact our outside counsel, Jurgita Ashley of Thompson Hine LLP, at (330) 819-1221
or via email at Jurgita.Ashley@ThompsonHine.com. Please also call Jurgita Ashley as soon as the Company's Registration Statement
has been declared effective. Thank you for your attention to this matter.

 Very
 truly yours,

 IMUNON,
 INC.

 By:
 /s/
 Susan Eylward

 Name:
 Susan
 Eylward

 Title:

 General
 Counsel and Corporate Secretary

 cc:
 Jurgita
 Ashley, Thompson Hine LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 5, 2025

Stacy Lindborg
President and Chief Executive Officer
Imunon, Inc.
997 Lenox Drive, Suite 100
Lawrenceville, NJ 08648

 Re: Imunon, Inc.
 Registration Statement on Form S-1
 File No. 333-287699
 Filed May 30, 2025
Dear Stacy Lindborg:

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

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

 Please contact Joshua Gorsky at 202-551-7836 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Jurgita Ashley
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 May
30, 2025

 Via
EDGAR

 United States Securities and Exchange Commission

 Division
of Corporation Finance

 100
F. Street, N.E.

 Washington,
D.C. 20549

 Re:
 Imunon, Inc. – Resale Registration Statement

 Ladies
and Gentlemen,

 Attached
please find the Registration Statement on Form S-1 filed by Imunon, Inc. (the "Company") in connection with the secondary
offering of shares by certain stockholders of the Company.

 If
you have any questions or comments regarding this filing, please call me at (330) 819-1221 or contact me via e-mail at Jurgita.Ashley@ThompsonHine.com .
We would appreciate if you could please advise us once your review is completed.

 Respectfully,

 /s/
 Jurgita Ashley

 Jurgita
 Ashley

 cc:

 Susan
 Eylward, General Counsel and Corporate Secretary of Imunon, Inc. (seylward@imunon.com)

CORRESP
1
filename1.htm

September
24, 2024

Via
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attn: Daniel Crawford

    Re:
    Imunon,
    Inc. (the “Company”)

    Registration
    Statement Filed on Form S-1 (the “Registration Statement”)

    File
    No. 333-281834

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, the Company hereby respectfully requests that the effective date for the above-referenced
Registration Statement be accelerated to 5:00 p.m., Eastern Time, on September 26, 2024, or as soon as practicable thereafter.

Please
contact Megan Gates of Covington & Burling LLP at (617) 603-8805 or mgates@cov.com with any questions you may have regarding this
request. In addition, please notify Ms. Gates by telephone when this request for acceleration has been granted.

    Respectfully,

    Imunon, Inc.

    By:
    /s/
    David Gaiero

    Name:
    David
    Gaiero

    Title:
    Chief
    Financial Officer

    cc:
    Megan
    Gates, Covington & Burling LLP

September 5, 2024
Michael H. Tardugno
Executive Chairman of the Board
Imunon, Inc.
997 Lenox Drive, Suite 100
Lawrenceville, NJ 08648
Re:Imunon, Inc.
Registration Statement on Form S-1
Filed August 29, 2024
File No. 333-281834
Dear Michael H. Tardugno:
            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:KJ Cho, Esq.

CORRESP
1
filename1.htm

May
20, 2024

Via
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attn:
Jimmy McNamara

  Re:
  Imunon,
  Inc. (the “Company”)

  Registration
  Statement Filed on Form S-3 (the “Registration Statement”)

  File
  No. 333-279425

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, the Company hereby respectfully requests that the effective date for the above-referenced
Registration Statement be accelerated to 5:00 p.m., Eastern Time, on May 22, 2024, or as soon as practicable thereafter.

Please
contact Megan Gates of Covington & Burling LLP at (617) 603-8805 or mgates@cov.com with any questions you may have regarding this
request. In addition, please notify Ms. Gates by telephone when this request for acceleration has been granted.

    Respectfully,

    Imunon,
    Inc.

    By:
    /s/
    Jeffrey W. Church

    Name:
    Jeffrey
    W. Church

    Title:
    Chief
    Financial Officer

  cc:
  Megan
  Gates, Covington & Burling LLP

United States securities and exchange commission logo
May 20, 2024
Michael Tardugno
Executive Chairman of the Board
Imunon, Inc.
997 Lenox Drive, Suite 100
Lawrenceville, New Jersey 08648
Re:Imunon, Inc.
Registration Statement on Form S-3
Filed May 15, 2024
File No. 333-279425
Dear Michael Tardugno:
            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 Jimmy McNamara at 202-551-7349 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Megan Gates

United States securities and exchange commission logo
May 26, 2023
Jeffrey Church
Chief Financial Officer
Imunon, Inc.
997 Lenox Drive, Suite 100
Lawrenceville, NJ 08648
Re:Imunon, Inc.
Form 10-K for the fiscal year ended December 31, 2022
Filed March 30, 2023
File No. 001-15911
Dear Jeffrey Church:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
1
filename1.htm

Imunon,
Inc.

997
Lenox Drive, Suite 100

Lawrenceville,
NJ 08648

May
5, 2023

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Life Sciences

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Vanessa Robertson/Kevin Vaughn

    Re:
    Imunon,
    Inc.

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

    Filed
    March 30, 2023

    File
    No. 001-15911

Ladies
and Gentlemen:

This
letter sets forth responses of Imunon, Inc. (the “Company” or “we”) to the comments of the staff of the Division
of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) set forth
in your letter dated May 3, 2023, with respect to the Form 10-K for the fiscal year ended December 31, 2022 filed with the Commission
on March 30, 2023 (the “Form 10-K”).

The
text of the Staff’s comments have been included in this letter for your convenience, and the Company’s responses to the comments
have been provided immediately thereafter.

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

Management’s
Discussion and Analysis of Financial Condition and Results of Operations

Results
of Operations

Research
and Development Expenses, page 60

    1.
    Staff’s
    comment: Please revise your future filings to break out the development costs incurred during each period presented related
    to IMNN-001 and PLACCINE separately. If you do not track your research and development costs by program or platform, please disclose
    that fact and explain why you do not maintain and evaluate research and development costs by project or program. For amounts that
    are not tracked by project or program, provide other quantitative or qualitative disclosure that provides more transparency as to
    the type of research and development expenses incurred (i.e. by nature or type of expense) which should reconcile to total research
    and development expense on the Statements of Operations.

Response:

The
Company acknowledges the Staff’s comment. In its SEC filings, commencing with the Form 10-Q for the quarterly period ended March
31, 2023, the Company will separately break out the development costs related to IMNN-001 and PLACCINE incurred during each period presented.

    1

We
hope that the foregoing has been responsive to the Staff’s comments. If you have any questions related to this letter, please contact
me at 1 (609) 896-9100.

    Sincerely,

    /s/
    Jeffrey W. Church

    Jeffrey
    W. Church

    Executive
    Vice President and Chief Financial Officer

Via
E-mail:

    cc:
    Steven
    Canner

    Baker
    & McKenzie LLP

    2

United States securities and exchange commission logo
May 3, 2023
Jeffrey Church
Chief Financial Officer
Imunon, Inc.
997 Lenox Drive, Suite 100
Lawrenceville, NJ 08648
Re:Imunon, Inc.
Form 10-K for the fiscal year ended December 31, 2022
Filed March 30, 2023
File No. 001-15911
Dear Jeffrey Church:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.  In our comment, we may ask you to provide us
with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 10-K for the fiscal year ended December 31, 2022
Management's Discussion and Analysis of Financial Conditions and Results of Operations
Results of Operations
Research and Development Expenses, page 60
1.Please revise your future filings to break out the development costs incurred during each
period presented related to IMNN-001 and PLACCINE separately. If you do not track
your research and development costs by program or platform, please disclose that fact and
explain why you do not maintain and evaluate research and development costs by project
or program. For amounts that are not tracked by project or program, provide other
quantitative or qualitative disclosure that provides more transparency as to the type of
research and development expenses incurred (i.e. by nature or type of expense) which
should reconcile to total research and development expense on the Statements of
Operations.

 FirstName LastNameJeffrey Church
 Comapany NameImunon, Inc.
 May 3, 2023 Page 2
 FirstName LastName
Jeffrey Church
Imunon, Inc.
May 3, 2023
Page 2
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Vanessa Robertson at 202-551-3649 or Kevin Vaughn at 202-551-3494
with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
1
filename1.htm

997
Lenox Drive, Suite 100

Lawrenceville,
New Jersey 08648

Telephone:
(609) 896-9100

March
26, 2021

Via
EDGAR and E-Mail

Division
of Corporation Finance

Securities
and Exchange Commission

Washington,
D.C. 20549

    RE:

    Celsion
    Corporation

    Registration
    Statement on Form S-3

    Filed:
    March 19, 2021

    File
    No. 333-254515

Dear
Ladies and Gentlemen:

In
accordance with Rule 461 promulgated under the Securities Act of 1933, as amended, Celsion Corporation hereby requests acceleration
of the effectiveness of its Registration Statement on Form S-3 (Reg. No. 333-254515) to 5:00 p.m., Eastern time, on Tuesday, March
30, 2021, or as soon thereafter as is practicable.

Very
truly yours,

Celsion
Corporation

    By:

    /s/
    Jeffrey W. Church

    Jeffrey
    W. Church

    Executive
Vice President and Chief Financial Officer

    cc:

    Steven
    G. Canner, Esq.

    Baker
& McKenzie LLP

United States securities and exchange commission logo
March 24, 2021
Michael Tardugno
President and Chief Executive Officer
Celsion Corporation
997 Lenox Drive, Suite 100
Lawrenceville, NJ 08648
Re:Celsion Corporation
Registration Statement on Form S-3
Filed March 19, 2021
File No. 333-254515
Dear Mr. Tardugno:
            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 Jason Drory at 202-551-8342 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Steven Canner, Esq.

CORRESP
1
filename1.htm

997
Lenox Drive, Suite 100

Lawrenceville,
New Jersey 08648

Telephone:
(609) 896-9100

October
23, 2020

Via
EDGAR and E-Mail

Division
of Corporation Finance

Securities
and Exchange Commission

Washington,
D.C. 20549

    RE:

    Celsion
    Corporation

    Registration
    Statement on Form S-3

    Filed:
    October 9, 2020

    File
    No. 333-249420

Dear
Ladies and Gentlemen:

In
accordance with Rule 461 promulgated under the Securities Act of 1933, as amended, Celsion Corporation hereby requests acceleration
of the effectiveness of its Registration Statement on Form S-3 (Reg. No. 333-249420) to 5:00 p.m., Eastern time, on Tuesday, October
27, 2020, or as soon thereafter as is practicable.

Very
truly yours,

    Celsion Corporation

    By:

    /s/
    Jeffrey W. Church

    Jeffrey
    W. Church

    Executive
    Vice President and Chief Financial Officer

    cc:

    Steven
    G. Canner, Esq.

Baker
& McKenzie LLP

United States securities and exchange commission logo
October 16, 2020
Michael H. Tardugno
President and Chief Executive Officer
Celsion Corporation
997 Lenox Drive, Suite 100
Lawrenceville, New Jersey 08648
Re:Celsion Corporation
Registration Statement on Form S-3
Filed October 9, 2020
File No. 333-249420
Dear Mr. Tardugno:
            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:       Steven Canner

CORRESP
1
filename1.htm

997
Lenox Drive, Suite 100

Lawrenceville,
New Jersey 08648

Telephone:
(609) 896-9100

August
11, 2020

Via
EDGAR and E-Mail

Division
of Corporation Finance

Securities
and Exchange Commission

Washington,
D.C. 20549

    RE:

    Celsion
    Corporation

    Registration
    Statement on Form S-3

    Filed:
    July 31, 2020

    File
    No. 333-240271

Dear
Ladies and Gentlemen:

In
accordance with Rule 461 promulgated under the Securities Act of 1933, as amended, Celsion Corporation hereby requests acceleration
of the effectiveness of its Registration Statement on Form S-3 (Reg. No. 333-240271) to 5:00 p.m., Eastern time, on Thursday,
August 13, 2020, or as soon thereafter as is practicable.

Very
truly yours,

Celsion
Corporation

    By:

    /s/
    Jeffrey W. Church

    Jeffrey
    W. Church

    Executive
    Vice President and Chief Financial Officer

    cc:

    Steven
    G. Canner, Esq.

    Baker
    & McKenzie LLP

United States securities and exchange commission logo
August 7, 2020
Jeff Church
Chief Financial Officer
Celsion Corporation
997 Lenox Drive, Suite 100
Lawrenceville, New Jersey 08648
Re:Celsion Corporation
Registration Statement on Form S-3
Filed July 31, 2020
File No. 333-240271
Dear Mr. Church:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Margaret Schwartz at 202-551-7153 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Steven Canner

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Celsion
Corporation

997
Lenox Drive, Suite 100

Lawrenceville,
NJ 08648

VIA
EDGAR

November
26, 2019

United
States Securities and Exchange Commission

Division
of Corporation Finance

Mail
Stop 4561

100
F Street, N.E.

Washington,
DC 20549

Attention:
Mr. Paul Fischer

    Re:
    Celsion
        Corporation

        Acceleration
        Request for Registration Statement on Form S-1

        File
        No. 333-234603

Dear
Mr. Buchmiller:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Celsion Corporation (the “Company”) hereby requests
that the effective date and time of the above-referenced registration statement (the “Registration Statement”)
be accelerated to November 27, 2019 at 4:00 p.m., Eastern Time, or at such later time as the Company or its counsel, Goodwin Procter
LLP, may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange
Commission (the “Commission”). Once the Registration Statement is effective, please orally confirm the event
with our counsel, Goodwin Procter LLP, by calling Sam Zucker at (650) 752-3232. We also respectfully request that a copy of the
written order from the Commission verifying the effective time and date of the Registration Statement be sent to our counsel,
Goodwin Procter LLP, Attention: Sam Zucker, by email to szucker@goodwinlaw.com.

If
you have any questions regarding this request, please contact Sam Zucker of Goodwin Procter LLP at (650) 752-3232.

    Sincerely,

        CELSION
        CORPORATION

    /s/
    Michael H. Tardugno

    Michael
        H. Tardugno

        Chief
        Executive Officer

    cc:
    Jeffrey W. Church (Celsion Corporation)

    Sam Zucker (Goodwin Procter LLP)

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Celsion
Corporation

997
Lenox Dr., Suite 100

Lawrenceville,
New Jersey 08648

October
10, 2018

VIA
EDGAR

Division
of Corporation Finance

Securities
and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Ada Farmento

 Re: Celsion
                                         Corporation

    Registration
                                         Statement on Form S-3

    Filed
                                         September 28, 2018

    File No. 333-227236

Dear
Ms. Farmento:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, Celsion Corporation, a Delaware corporation (the “Registrant”),
hereby requests that the effectiveness of the registration statement on Form S-3 (File No. 333-227236), as amended by Pre-Effective
Amendment No. 1, as filed with the Securities and Exchange Commission (the “Commission”) on September 28, 2018,
be accelerated so that the registration statement becomes effective at 4:30 p.m. Eastern Time, on October 12, 2018, or as soon
thereafter as practicable.

If
you have any questions or require any additional information with respect to any of the matters discussed in this letter, please
contact Sam Zucker of Sidley Austin LLP, counsel to the Registrant, at (650) 565-7111.

    Very truly yours,

    Celsion Corporation

    By:
    /s/
    Jeffrey W. Church

    Jeffrey
    W. Church

    Senior
    Vice President and Chief Financial Officer

    cc:
    Michael
H. Tardugno, President and Chief Executive Officer, Celsion Corporation Sam Zucker, Sidley Austin LLP

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	clsn20171206_corresp.htm

Celsion Corporation

997 Lenox Dr., Suite 100

Lawrenceville, New Jersey 08648

December 6, 2017

VIA EDGAR

Division of Corporation Finance

Office of Healthcare & Insurance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Irene Paik and Erin Jaskot

Re: Celsion Corporation

Registration Statement on Form S-1

Filed November 14, 2017

(File No. 333-221543)

Dear Ms. Paik and Ms. Jaskot:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Celsion Corporation, a Delaware corporation (the “Registrant”), hereby requests that the effectiveness of the registration statement on Form S-1 (File No. 333-221543), as amended by Pre-Effective Amendment No. 1 and Pre-Effective Amendment No. 2, as filed with the Securities and Exchange Commission on the November 22, 2017 and December 1, 2017, respectively, be accelerated so that the registration statement becomes effective at 4:00 p.m. Eastern Time, on December 8, 2017, or as soon thereafter as practicable.

If you have any questions or require any additional information with respect to any of the matters discussed in this letter, please contact Sam Zucker of Sidley Austin LLP, counsel to the Registrant, at (650) 565-7111.

			Very truly yours,

			Celsion Corporation

			By:

			/s/ Jeffrey W. Church

			Jeffrey W. Church

			Senior Vice President and Chief Financial Officer (Principal Financial Officer)

			cc:

			Michael H. Tardugno, Chairman of the Board, President and Chief Executive Officer, Celsion Corporation

			Sam Zucker, Sidley Austin LLP

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CELSION CORPORATION

997 Lenox Drive, Suite 100

Lawrenceville, NJ 08648

December 1, 2017

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Healthcare & Insurance

Washington, D.C. 20549

			Re:

			Celsion Corporation -- Amendment No. 1 to Form S-1 Filed November 22, 2017 (File No. 333-221543)

Dear Office of Healthcare & Insurance:

We are in receipt of the letter from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) dated as of November 20, 2017, regarding Amendment No. 1 to Form S-1 (File No. 333-221543) filed by Celsion Corporation, a Delaware corporation (the “Registrant”), on November 22, 2017 (the “Registration Statement”). Amendment No. 2 to the Registration Statement to be filed by the Registrant today under the Securities Act of 1933, as amended, contains revisions that have been made in response to comments received from the Staff in such letter.

Set forth below is the Registrant’s response to the Staff’s comment. The number associated with the heading and response set forth below corresponds to the numbered comment in the letter from the Staff.

Amendment No. 1 to Form S-1 filed November 22, 2017

Selling Stockholders, page 19

			1.

			We note your revised disclosure in response to our prior comment 2. It is unclear why you have excluded the 82,193 shares from Anson Investments Master Fund's beneficial ownership prior to the offering. In addition, we note that the 82,193 shares are included for resale in the column entitled "Shares Underlying Warrants Offered Hereby" which appears to be incorrect. Please advise and revise accordingly.

Response:

In response to the SEC’s comments we have revised footnote (7) in the selling stockholder table to indicate that the number of shares owned by Anson Investments Master Fund (“Anson”) includes 82,193 shares of common stock issued to satisfy obligations from the July 6, 2017 Common Stock Offering. We also added footnote (10) next to the amount of shares listed for Anson in the column “Shares Underlying Warrants Offered Hereby” which excludes the 82,193 shares of common stock. Lastly, we added a new, separate column to the selling stockholders table titled “Shares Offered Hereby” which lists the 82,193 shares.

*     *     *

If you have any questions or require any additional information with respect to any of the matters discussed in this letter, please call the undersigned at (609) 482-2455 or Sam Zucker of Sidley Austin LLP, counsel to the Registrant, at (650) 565-7111.

Sincerely,

/s/ Jeffrey W. Church

Jeffrey W. Church

Senior Vice President and Chief Financial Officer

			cc:

			Michael H. Tardugno, President and Chief Executive Officer, Celsion Corporation

			Sam Zucker, Sidley Austin LLP

2

November 28, 2017
Michael H. Tardugno
President and Chief Executive Officer
Celsion Corporation
997 Lenox Drive, Suite 100
Lawrenceville, New Jersey 08648
Re:Celsion Corporation
Amendment No. 1 to Registration Statement on Form S-1
Filed November 22, 2017
File No. 333-221543
Dear Mr. Tardugno:
            We have reviewed your amended registration statement and have the following
comment.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this comment we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our November 20, 2017 letter.
Amendment No. 1 to Registration Statement on Form S-1
Selling Stockholders, page 19
1.We note your revised disclosure in response to our prior comment 2.  It is unclear why
you have excluded the 82,193 shares from Anson Investments Master Fund's beneficial
ownership prior to the offering.  In addition, we note that the 82,193 shares are included
for resale in the column entitled "Shares Underlying Warrants Offered Hereby" which
appears to be incorrect.  Please advise and revise accordingly.

 FirstName LastNameMichael H.  Tardugno
 Comapany NameCelsion Corporation
 June 16, 2017 Page 2
 FirstName LastName
Michael H.  Tardugno
Celsion Corporation
November 28, 2017
Page 2
            Please contact Irene Paik at 202-551-6553 or Erin Jaskot at 202-551-3442 with any
questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc: Sam Zucker - Sidley Austin LLP

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CELSION CORPORATION

997 Lenox Drive, Suite 100

Lawrenceville, NJ 08648

November 22, 2017

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Healthcare & Insurance

Washington, D.C. 20549

			Re:

			Celsion Corporation -- Form S-1 Filed November 14, 2017 (File No. 333-221543)

Dear Office of Healthcare & Insurance:

We are in receipt of the letter from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) dated as of November 20, 2017, regarding the Form S-1 (File No. 333-221543) filed by Celsion Corporation, a Delaware corporation (the “Registrant”), on November 14, 2017 (the “Registration Statement”). Amendment No. 1 to the Registration Statement to be filed by the Registrant today under the Securities Act of 1933, as amended, contains revisions that have been made in response to comments received from the Staff in such letter.

Set forth below is the Registrant’s response to the Staff’s comment. The number associated with the heading and response set forth below corresponds to the numbered comment in the letter from the Staff.

Registration Statement on Form S-1 filed November 14, 2017

Information Incorporated by Reference, page 2

			1.

			Please revise this section to incorporate by reference your Quarterly Report on Form 10-Q filed on November 14, 2017 and all Current Reports on Form 8-K filed between January 1, 2017 and August 15, 2017. See Item 12(a)(2) of Form S-1.

Response:

The Registration Statement has been revised to incorporate by reference the Quarterly Report on Form 10-Q filed on November 14, 2017 and all Current Reports on Form 8-K filed between January 1, 2017 and August 15, 2017 in response to the Staff’s comment.

Selling Stockholders, page 19

			2.

			We note your disclosure on page 11 that you issued 82,193 shares of common stock in a private placement to satisfy obligations from the July 6, 2017 Common Stock Offering, which shares you appear to be registering based on the fee table. Please revise the selling stockholder table to reflect the 82,193 shares of common stock being offered, or advise.

Response:

The selling stockholder table value includes the 82,193 shares of common stock that had been issued in a private placement to satisfy obligations from the July 6, 2017 Common Stock Offering. In response to the SEC’s comment we have revised footnote (7) in the selling stockholder table to indicate that the number of shares owned by Anson Investments Master Fund (“Anson”), 834,632, excludes both 358,750 shares of common stock issuable upon exercise of the common stock purchase warrants and 82,193 shares of common stock issued to satisfy obligations from the July 6, 2017 Common Stock Offering. The excluded shares total to 440,943, which is the amount of shares listed for Anson in the column “Shares Underlying Warrants Offered Hereby.”

*         *         *

If you have any questions or require any additional information with respect to any of the matters discussed in this letter, please call the undersigned at (609) 482-2455 or Sam Zucker of Sidley Austin LLP, counsel to the Registrant, at (650) 565-7111.

Sincerely,

/s/ Jeffrey W. Church

Jeffrey W. Church

Senior Vice President and Chief Financial

Officer

			cc:

			Michael H. Tardugno, President and Chief Executive Officer, Celsion Corporation

			Sam Zucker, Sidley Austin LLP

2

November 20, 2017
Michael H. Tardugno
President and Chief Executive Officer
Celsion Corporation
997 Lenox Drive, Suite 100
Lawrenceville, New Jersey 08648
Re:Celsion Corporation
Registration Statement on Form S-1
Filed November 14, 2017
File No. 333-221543
Dear Mr. Tardugno:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 filed November 14, 2017
Information Incorporated by Reference, page 2
1.Please revise this section to incorporate by reference your Quarterly Report on Form 10-
Q filed on November 14, 2017 and all Current Reports on Form 8-K filed between
January 1, 2017 and August 15, 2017.  See Item 12(a)(2) of Form S-1.
Selling Stockholders, page 19
2.We note your disclosure on page 11 that you issued 82,193 shares of common stock in a
private placement to satisfy obligations from the July 6, 2017 Common Stock Offering,
which shares you appear to be registering based on the fee table.  Please revise the selling

 FirstName LastNameMichael H.  Tardugno
 Comapany NameCelsion Corporation
 June 16, 2017 Page 2
 FirstName LastName
Michael H.  Tardugno
Celsion Corporation
November 20, 2017
Page 2
stockholder table to reflect the 82,193 shares of common stock being offered, or advise.
            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.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Irene Paik at 202-551-6553 or Erin Jaskot at 202-551-3442 with any
questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc: Sam Zucker - Sidley Austin LLP

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Celsion Corporation

997 Lenox Dr., Suite 100

Lawrenceville, New Jersey 08648

August 2, 2017

VIA EDGAR
Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Josh Samples and Mary Beth Breslin

Re: Celsion Corporation
Registration Statement on Form S-1
Filed July 17, 2017
(File No. File No. 333-219414)

Dear Mr. Samples and Ms. Breslin:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Celsion Corporation, a Delaware corporation (the “Registrant”), hereby requests that the effectiveness of the registration statement on Form S-1 (File No. 333-219414), as amended by Pre-Effective Amendment No. 1, as filed with the Securities and Exchange Commission on the date hereof, be accelerated so that the registration statement becomes effective at 4:00 p.m. Eastern Time, on August 4, 2017, or as soon thereafter as practicable.

If you have any questions or require any additional information with respect to any of the matters discussed in this letter, please contact Sam Zucker of Sidley Austin LLP, counsel to the Registrant, at (650) 565-7111.

Very truly yours,

Celsion Corporation

By:

/s/ Jeffrey W. Church

Jeffrey W. Church

Senior Vice President and Chief Financial Officer (Principal Financial Officer)

cc:

Michael H. Tardugno, Chairman of the Board, President and Chief Executive Officer, Celsion Corporation

Sam Zucker, Sidley Austin LLP

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Celsion Corporation

997 Lenox Dr., Suite 100

Lawrenceville, New Jersey 08648

April 18, 2017

VIA EDGAR
Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Josh Samples and Mary Beth Breslin

Re:          Celsion Corporation
Registration Statement on Form S-1
Filed April 5, 2017
(File No. 333-217156)

Dear Mr. Samples and Ms. Breslin:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Celsion Corporation, a Delaware corporation (the “Registrant”), hereby requests that the effectiveness of the registration statement on Form S-1 (File No. 333-217156), as amended by Pre-Effective Amendment No. 1, as filed with the Securities and Exchange Commission on the date hereof, be accelerated so that the registration statement becomes effective at 4:00 p.m. Eastern Time, on April 19, 2017, or as soon thereafter as practicable.

If you have any questions or require any additional information with respect to any of the matters discussed in this letter, please contact Sam Zucker of Sidley Austin LLP, counsel to the Registrant, at (650) 565-7111.

Very truly yours,

Celsion Corporation

By:

/s/ Jeffrey W. Church

Jeffrey W. Church

Senior Vice President and Chief Financial Officer (Principal Financial Officer)

cc:

Michael H. Tardugno, Chairman of the Board, President and Chief Executive Officer, Celsion Corporation

Sam Zucker, Sidley Austin LLP

Mail Stop 4546

 April 13 , 2017

Michael Tardugno
President and Chief Executive Officer
Celsion Corporation
997 Lenox Drive, Suite 100
Lawrenceville, NJ 08648

Re: Celsion Corporation
  Registration Statement on Form S-1
Filed  April 5 , 2017
  File No.  333-217156

Dear  Mr. Tardugno :

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 Jeffrey Gabor at (202) 551 -2544  with any questions.

Sincerely,

 /s/ Joseph McCann for

Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc: Sam Zucker, Esq.
 Sidley Austin  LLP

April 5, 2017
Jeffrey  Church
Chief Financial Officer
Celsion Corporation
997 Lenox Drive, Suite 100
Lawrenceville, NJ 08648
Celsion Corporation
Preliminary Proxy Statement on Schedule 14A
Filed March 20, 2017
File No. 001-15911Re:
Dear Mr. Church:
        We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence by the staff.
Division of Corporation Finance
Office of Healthcare and
Insurance
cc: Sam Zucker

April 3, 2017
Jeffrey Church
Chief Financial Officer
Celsion Corporation
997 Lenox Drive, Suite 100
Lawrenceville, NJ 08648
Celsion Corporation
Preliminary Proxy Statement on Schedule 14A
Filed March 20, 2017
File No. 001-15911Re:
Dear Mr. Church:
        We have limited our review of your filing to those issues we have addressed in our
comments.  In some of our comments, we may ask you to provide us with information so we may
better understand your disclosure.
        Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
        After reviewing your response to these comments, we may have additional comments.
Preliminary Proxy Statement filed March 20, 2017
Proposal No. 5: Approval of the Issuance of More than 20% of the Company's Issued and
Outstanding Common Stock in a Certain Offering, page 54
Please disclose the maximum number of shares you are asking shareholders to authorize
for issuance in connection with the offering(s) contemplated by this proposal.  Refer to
Item 11(a) of Schedule 14A.1.
We note that, while the proposal heading refers to a single offering, the disclosure within
the section appears to contemplate more than one offering.  Please revise the heading to
clearly disclose whether the authorization you are seeking relates to more than one
offering.  Also revise the disclosure to state clearly whether further authorization for the
issuance of the securities by a vote of security holders will be solicited prior to those
offerings.  Refer to Item 11(c) of Schedule 14A. 2.

Jeffrey Church
Celsion Corporation
2 PageApril 3, 2017
        We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
        Please contact Josh Samples at (202) 551-3199 or Mary Beth Breslin at (202) 551-3625
with any questions.
Division of Corporation Finance
Office of Healthcare and
Insurance
cc: Sam Zucker

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Sidley Austin LLP

787 Seventh Avenue
New York, NY 10019

+1 212 839 5300

+1 212 839 5599 FAX

BEIJING

BOSTON

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szucker@sidley.com
+1 650 565 7111

Founded 1866

April 4, 2017

U.S. Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549

Attention: Josh Samples and Mary Beth Breslin

Re:

Celsion Corporation

Preliminary Proxy Statement

Filed March 20, 2017

File No. 001-15911

Ladies and Gentlemen:

On behalf of Celsion Corporation (the “Company”), attached are the Company’s responses to the staff’s letter dated April 3, 2017, regarding the Preliminary Proxy Statement filed on March 20, 2017.

For ease of review, the staff’s comments have been repeated and numbered as in the staff’s letter.  Each comment from the staff is immediately followed by the Company’s response.

I hereby confirm on behalf of the Company that:

●

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

●

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

●

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

Should you have any questions with respect to this letter, please call the undersigned at +1 650 565 7111.

Very truly yours,

/s/ Sam Zucker

Sam Zucker

cc:

Michael H. Tardugno

Jeff Church

Responses of Celsion Corporation to

SEC Comments of April 3, 2017

Proposal No. 5: Approval of the Issuance of More than 20% of the Company's Issued and Outstanding Common Stock in a Certain Offering, page 54

1.

Please disclose the maximum number of shares you are asking shareholders to authorize for issuance in connection with the offering(s) contemplated by this proposal. Refer to Item 11(a) of Schedule 14A.

Company Response:

To address this comment, the Company has revised the disclosure on pages 54 and 55 of the Proxy Statement to be filed on the date hereof. The revised disclosure clarifies that since authorized shares will not be altered by the proposed Reverse Split (defined in Proposal No. 3 of the Proxy Statement), the Company expects to have a sufficient number of authorized shares for issuance in connection with the offering contemplated by this proposal.

2.

We note that, while the proposal heading refers to a single offering, the disclosure within the section appears to contemplate more than one offering. Please revise the heading to clearly disclose whether the authorization you are seeking relates to more than one offering. Also revise the disclosure to state clearly whether further authorization for the issuance of the securities by a vote of security holders will be solicited prior to those offerings. Refer to Item 11(c) of Schedule 14A.

Company Response:

To address this comment, the Company has revised the disclosure on pages 54 and 55 of the Proxy Statement to be filed on the date hereof. As the revised disclosure indicates, the Company is contemplating a single transaction in the form of either a private placement or registered offering and does not plan to solicit further authorization from its stockholders for the transaction.

 2

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Celsion Corporation

997 Lenox Dr., Suite 100

Lawrenceville, New Jersey 08648

February 13, 2017

VIA EDGAR
Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Joseph McCann

Re: Celsion Corporation
Registration Statement on Form S-1
Filed February 13, 2017
(File No. 333-215321)

Dear Mr. McCann:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Celsion Corporation, a Delaware corporation (the “Registrant”), hereby requests that the effectiveness of the registration statement on Form S-1 (File No. 333-215321), as amended by Pre-Effective Amendment No. 1 as filed with the Securities and Exchange Commission (“SEC”) on January 20, 2017, and as further amended by Pre-Effective Amendments Nos. 2 and 3 as filed with the SEC on the date hereof, be accelerated so that the registration statement becomes effective at 5:00 p.m. Eastern Time, on February 14, 2017, or as soon thereafter as practicable.

If you have any questions or require any additional information with respect to any of the matters discussed in this letter, please contact Sam Zucker of Sidley Austin LLP, counsel to the Registrant, at (650) 565-7111.

Very truly yours,

Celsion Corporation

By:

/s/ Jeffrey W. Church

Jeffrey W. Church

Senior Vice President and Chief Financial

Officer (Principal Financial Officer)

cc:

Michael H. Tardugno, Chairman of the Board, President and Chief Executive Officer, Celsion Corporation

Sam Zucker, Sidley Austin LLP

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February 13, 2017

VIA FACSIMILE AND EDGAR

U.S. Securities and Exchange Commission

Division of Corporate Finance

Washington, DC 20549

Re:

CELSION CORPORATION

Registration Statement on Form S-1 (Registration No. 333-215321) -

Concurrence in Acceleration Request

Ladies and Gentlemen:

H.C. Wainwright & Co., LLC (“Wainwright”), as placement agent for the referenced offering, hereby concurs in the request by Celsion Corporation that the effective date of the above-referenced registration statement be accelerated to 5:00 P.M. (Eastern Time), or as soon as practicable thereafter, on February 14, 2017, pursuant to Rule 461 under the Securities Act. Wainwright affirms that it is aware of its obligations under the Securities Act in connection with this offering.

Very truly yours,

H.C. WAINWRIGHT & CO., LLC

By: /s/ Mark W. Viklund

Name: Mark W. Viklund

Title: Chief Executive Officer

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

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

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Sidley Austin LLP

787 Seventh Avenue
New York, NY 10019

+1 212 839 5300

+1 212 839 5599 FAX

BEIJING

BOSTON

BRUSSELS

CENTURY CITY

CHICAGO

DALLAS

GENEVA

HONG KONG

HOUSTON

LONDON

LOS ANGELES

MUNICH

NEW YORK

PALO ALTO

SAN FRANCISCO

SHANGHAI

SINGAPORE

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TOKYO

WASHINGTON, D.C.

szucker@sidley.com
+1 650 565 7111

Founded 1866

January 20, 2017

U.S. Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549

Attention: Joseph McCann

Re:

Celsion Corporation

Registration Statement on Form S-1

Filed December 23, 2016

File No. 333-215321

Ladies and Gentlemen:

On behalf of Celsion Corporation (the “Company”), attached are the Company’s responses to the staff’s letter dated January 18, 2017, regarding the Registration Statement filed on December 23, 2016.

For ease of review, the staff’s comments have been repeated and numbered as in the staff’s letter.  Each comment from the staff is immediately followed by the Company’s response.

I hereby confirm on behalf of the Company that:

●

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

●

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

●

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

Should you have any questions with respect to this letter, please call the undersigned at +1 650 565 7111.

Very truly yours,

/s/ Sam Zucker

Sam Zucker

cc:

Michael H. Tardugno

Jeff Church

Responses of Celsion Corporation to

SEC Comments of January 18, 2017

General

1.

Please revise your prospectus prior to effectiveness to disclose the number of shares and warrants to be offered. For guidance, please refer to Rule 430A and Compliance Disclosure Interpretation, Securities Act Rules, Question 227.02.

Company Response:

We acknowledge the Staff’s comment and advise the Staff that in future amendments we will present the requisite information as requested.

Facing Page

2.

In your Fee Table, please revise to calculate the registration fee based on (i) the offering price for the common, (ii) the offering price for the warrants, and (iii) the exercise price of the warrants to cover the underlying common shares. For guidance, refer to Compliance Disclosure Interpretation, Securities Act Rules, Question 240.06.

Company Response:

We acknowledge the Staff’s comment and advise the Staff that in future amendments we will present the requisite information as requested.

Executive Compensation

3.

Please update your executive compensation disclosure to include your recently completed fiscal year.

Company Response:

We acknowledge the Staff’s comment and we have included in the amendment filed on the date hereof the information executive compensation disclosure for our recently completed fiscal year.

Information Incorporated by Reference, page 2

4.

Please update this section to incorporate by reference your Current Report on Form 8-K filed on December 23, 2016.

Company Response:

We acknowledge the Staff’s comment and we have included in the amendment filed on the date hereof the 8-K filed on December 23, 2016.

2

Exhibit 5.1

5.

Please file a revised legality opinion that opines on whether the warrants will be a binding obligation of the registrant under the law of the jurisdiction governing the warrant agreement. For guidance, consider Section II.B.1.f of our Staff Legal Bulletin No. 19.

Company Response:

We acknowledge the Staff’s comment and we have filed in the amendment filed on the date hereof a revised Exhibit 5.1 legality opinion.

 3

Mail Stop 4546

 January 18 , 2017

Michael Tardugno
President and Chief Executive Officer
Celsion Corporation
997 Lenox Drive, Suite 100
Lawrenceville, NJ 08648

Re: Celsion Corporation
  Registration Statement on Form S -1
Filed December 23, 2016
  File No. 333 -215321

Dear Mr. Tardugno:

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

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

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

General

1. Please revise your prospectus prior to effectiveness to disclose the number of shares and
warrants to be offered.  For guidance, please refer to Rule 430A and Compliance
Disclosure Interpretation, Securities Act Rules, Question 227.02.

Facing Page

2. In your Fee Table, please revise to calculate the registration fee based on (i) the offering
price for the common , (ii) the offering price for the  warrants , and (iii) the exercise price
of the warrants  to cover the  underlying common  shares .  For guidance, refer to
Compliance Disclosure Interpretation, Securities Act Rules, Question 240.06.

Michael Tardugno
Celsion Corporation
January 18, 2017
Page 2

 Executive Compensation

3. Please  update your executive compensation disclosure to include your recently completed
fiscal year.

Information Incorporated by Reference, page 2

4. Please update this section to incorporate by reference your Current Report on Form 8 -K
filed on December 23, 2016.

Exhibit 5.1

5. Please file a revised legality opinion that opines on whether the warrants will be a
binding obligation of the registrant unde r the law of the jurisdiction governing the
warrant agreement.  For guidance, consider Section II.B.1.f of our Staff Legal Bulletin
No. 19.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosur es, notwithstanding any review, comments, action or absence of
action by the staff.

Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the r egistration
statement.

 Please contact Jeffrey Gabor at (202) 551 -2544 or Joseph McCann at (202) 551 -6262
with any questions.

Sincerely,

 /s/ Joseph McCann for

Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc: Sam Zucker, Esq.
 Sidley Austin LLP

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Celsion Corporation

997 Lenox Dr., Suite 100

Lawrenceville, New Jersey 08648

July 27, 2015

VIA EDGAR
Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Jeffrey P. Riedler, Assistant Director

Re:          Celsion Corporation
Registration Statement on Form S-3
Filed July 10, 2015
(File No. 333-205608)

Dear Mr. Riedler:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Celsion Corporation, a Delaware corporation (the “Registrant”), hereby requests that the effectiveness of the registration statement on Form S-3 (File No. 333-205608) be accelerated so that the registration statement becomes effective at 4:30 p.m. Eastern Time, on July 30, 2015, or as soon thereafter as practicable.

In connection with such request, the Registrant hereby acknowledges that:

●

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

●

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

●

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

[Remainder of page intentionally left blank]

Securities and Exchange Commission
July 27, 2015
Page 2

If you have any questions or require any additional information with respect to any of the matters discussed in this letter, please contact Sam Zucker of Sidley Austin LLP, counsel to the Registrant, at (650) 565-7111.

Very truly yours,

Celsion Corporation

By:

/s/ Jeffrey W. Church

Jeffrey W. Church

Senior Vice President and Chief Financial Officer

cc:

Michael H. Tardugno, President and Chief Executive Officer, Celsion Corporation

Sam Zucker, Sidley Austin LLP

July 20 , 2015

Via E -mail
Michael H. Tardugno
President and Chief Executive Officer
Celsion Corporation
997 Lenox Drive, Suite 100
Lawrenceville, New Jersey 08648

Re: Celsion Corporation
  Registration Statement on Form S-3
Filed  July 10 , 2015
  File No.  333-205608

Dear Mr. Tardugno :

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

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

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

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

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

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

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under

Michael H. Tardugno
Celsion Corporation
July 2 0, 2015
Page 2

 the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities .

 Please  contact Johnny Gharib  at (202) 551 -3170 or me at (202) 551 -3715  with any
questions.

Sincerely,

 /s/ Bryan J. Pitko for

Jeffrey P. Riedler
Assistant Director

cc: Via E -mail
 Sam Zucker, Esq.
 Sidley Austin LLP

CORRESP
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CELSION CORPORATION

997 Lenox Dr., Suite 100

Lawrenceville, New Jersey 08648

September 25, 2014

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Jeffrey P. Riedler, Assistant Director

Re:

Celsion Corporation -- Form S-3 (File No. 333-193936)

Dear Mr. Riedler:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Celsion Corporation, a Delaware corporation (the “Registrant”), hereby requests that the effective date of the above-captioned registration statement be accelerated so that the registration statement may become effective at 4:30 p.m., Eastern Time, on Tuesday, September 30, 2014, or as soon thereafter as practicable.

In connection with such request, the Registrant hereby acknowledges that:

●

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

●

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

●

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

[Remainder of page intentionally left blank]

If you have any questions or require any additional information with respect to any of the matters discussed in this letter, please contact Jennifer A. DePalma of O’Melveny & Myers LLP, counsel to the Company, at (650) 473-2670.

Sincerely,

/s/ Jeffrey W. Church

Jeffrey W. Church

Senior Vice President and Chief Financial Officer

cc:

Michael H. Tardugno, President and Chief Executive Officer, Celsion Corporation

Jennifer A. DePalma, O’Melveny & Myers LLP

February 25 , 2014

Via E -Mail
Jeffrey W. Church
Senior Vice President and Chief Financial  Officer
Celsion Corporation
997 Lenox Drive, Suite 100
Lawrenceville, NJ 08648

Re: Celsion  Corp oration
  Registration Statement on Form S-3
Filed  February 13 , 2014
  File No.  333-193936

Dear Mr. Church :

We have limited our review of your registration statement to the issue  we have addressed
in our comment .

Please respond to this letter by providing the requested information .  Where  you do not
believe our comment applies  to your facts and circumstances, please tell us why in your
response.

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

General

1. We will not be in a position to act on a request for acceleration  of your registration
statement until you have included audited financial statements pursuant  to Article  3-01(d)
of Regulation S -X.  Please be advised that if you choose to  incorporate by reference your
Form 10 -K for the fiscal year ended December 31, 2013 which, in turn, incorporate s by
reference the  Part III information to be included in your 2 014 Definitive Proxy Statement,
such Part III information would be required to be filed prior to effectiveness of your
registration statement.

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

Jeffrey W. Church
Celsion Corporation
February 2 5, 2014
Page 2

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

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

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

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

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

Please contact Christina De Rosa  at (202) 551 -3577, Bryan Pitko at (202) 551 -3203  or
me at (202) 551 -3715  with any other questions.

Sincerely,

 /s/ Bryan J. Pitko for

 Jeffrey P. Riedler
Assistant Director
cc: Via E -mail
 Sam Zucker, Esq.
 O’Melveny & Myers LLP
 2765 Sand Hill Road
 Menlo Park, CA 94025

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CELSION CORPORATION

997 Lenox Dr., Suite 100

Lawrenceville, New Jersey  08648

September 12, 2012

VIA ELECTRONIC TRANSMISSION

Securities and Exchange Commission

Division of Corporation Finance

Washington, D.C.  20549

Attention:  Jeffrey P. Riedler, Assistant Director

Re:

Celsion Corporation -- Form S-3 (File No. 333-183286)

Dear Mr. Riedler:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Celsion Corporation, a Delaware corporation (the “Registrant”), hereby requests that the effective date of the above-captioned registration statement be accelerated so that the registration statement may become effective at 4:30 p.m. eastern time on Friday, September 14, 2012, or as soon thereafter as practicable.  In connection with such request, the Registrant hereby acknowledges that:

·

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

·

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

·

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

[Remainder of page intentionally left blank]

If you have any questions or require any additional information with respect to any of the matters discussed in this letter, please call Gregory Weaver, Senior Vice President and Chief Financial Officer of the Registrant, at (410) 290-5390 or Jennifer DePalma of O’Melveny & Myers LLP at (650) 473-2670.

Sincerely,

/s/ Michael H. Tardugno

Michael H. Tardugno

President and Chief Executive Officer

cc:

Gregory Weaver, Senior Vice President and Chief Financial Officer of Celsion Corporation

Sam Zucker, Esq., O’Melveny & Myers LLP

Jennifer DePalma, Esq., O’Melveny & Myers LLP

2

CORRESP
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CELSION CORPORATION

997 Lenox Drive, Suite 100

Lawrenceville, NJ  08648

August 20, 2012

VIA ELECTRONIC TRANSMISSION

Securities and Exchange Commission

Division of Corporation Finance

Washington, D.C.  20549

Attention:  Jeffrey P. Riedler, Assistant Director

Re:

Celsion Corporation -- Form S-3 (File No. 333-183286)

Dear Mr. Riedler:

We are in receipt of the letter from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) dated August 16, 2012, regarding the Form S-3 (File No. 333-183286) filed by Celsion Corporation, a Delaware corporation (the “Registrant”), on August 13, 2012.  Amendment No. 1 to the Form S-3 (the “Registration Statement”), to be filed today under the Securities Act of 1933, as amended, contains revisions that have been made in response to comments received from the Staff in such letter.

Set forth below are the Registrant’s responses to the Staff’s comments.  The numbers associated with the headings and responses set forth below correspond to the numbered comments in the letter from the Staff.

Registration Statement on Form S-3

1.

Please amend page 2 of your registration statement to incorporate by reference the Form 10-Q filed by the company on August 14, 2012.  Please refer to Item 12(a)(2) of Form S-3.  In addition, it appears the reference to Form 8-K filed on June 17, 2012 should be revised to indicate the Form 8-K filed on June 7, 2012.

Response:

The Registration Statement has been revised to incorporate by reference the Form 10-Q filed by the Registrant on August 14, 2012 and to revise the reference to Form 8-K filed on June 17, 2012 to indicate the Form 8-K filed on June 7, 2012 in response to the Staff’s comment.

*           *           *

As specifically requested by the Commission, the Registrant acknowledges that:

·

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

·

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

·

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

[Remainder of page intentionally left blank]

If you have any questions or require any additional information with respect to any of the matters discussed in this letter, please call Gregory Weaver, Senior Vice President and Chief Financial Officer of the Registrant, at (410) 290-5390 or Sam Zucker of O’Melveny & Myers LLP at (650) 473-2638.

Sincerely,

/s/ Michael H. Tardugno

Michael H. Tardugno

President and Chief Executive Officer

cc:

Gregory Weaver, Senior Vice President and Chief Financial Officer of Celsion Corporation

Sam Zucker, Esq., O’Melveny & Myers LLP

August  16, 2012

Via E -mail
Mr. Michael H. Tardugno
President and Chief Executive Officer
Celsion Corp.
997 Lenox Drive, Suite 100
Lawrenceville, NJ 08648

Re: Celsion Corp.
  Registration Statement on Form S-3
Filed  August 13, 2012
  File No.  333-183286

Dear Mr. Tardugno :

We have limited our review of your registration statement to the issue s we have
addressed in our comment s.

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

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

Registration Statement on Form S -3

1. Please amend page 2  of your registration statement to incorporate by reference the Form
10-Q filed by the company on August 14 , 2011.  Please re fer to Item 12(a)(2) of Form
S-3.  In addition, it appears the reference to the Form 8 -K filed on June 17, 2012 should
be revised to indicate the Form 8 -K filed on June 7, 2012.

Pending Confidential Treatment Application

2. The registrant filed an application f or confidential treatment on August 14, 2012 (Control
No. 28780).  Please be advised that we will not be in a position to c onsider a request for
acceleration of effectiveness of the registration statement until we resolve all issues
concerning the pending confidential treatment request.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the fil ing to be certain that the filing includes the information the Securities Act of 193 3 and

Mr. Michael H. Tardugno
Celsion Corp.
August 1 6, 2012
Page 2

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

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

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

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

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

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

You may contact John Krug  at (202) 551 -3262  or me at (202) 551 -3710 with any
questions.

Sincerely,

 /s/ Jeffrey Riedler

 Jeffrey P. Riedler
Assistant Director

cc: Sam Zucker, Esq.
O’Melveny & Myers LLP
2765 Sand Hill Road
Menlo Park, CA 94025

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CELSION CORPORATION

997 Lenox Dr., Suite 100

Lawrenceville, New Jersey  08648

February 7, 2012

VIA ELECTRONIC TRANSMISSION

Securities and Exchange Commission

Division of Corporation Finance

Washington, D.C.  20549

Attention:  Jeffrey P. Riedler, Assistant Director

Re:

Celsion Corporation -- Form S-1 (File No. 333-178679)

Dear Mr. Riedler:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Celsion Corporation, a Delaware corporation (the “Registrant”), hereby requests that the effective date of the above-captioned registration statement be accelerated so that the registration statement may become effective at 4:30 p.m. eastern time on Wednesday, February 8, 2012, or as soon thereafter as practicable.  In connection with such request, the Registrant hereby acknowledges that:

·

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

·

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

·

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

[Remainder of page intentionally left blank]

If you have any questions or require any additional information with respect to any of the matters discussed in this letter, please call Gregory Weaver, Senior Vice President and Chief Financial Officer of the Registrant, at (609) 896-9100 or Sam Zucker of O’Melveny & Myers LLP at (650) 473-2670.

Sincerely

/s/ Gregory Weaver

Gregory Weaver

Senior Vice President and Chief Financial Officer

cc:

Michael H. Tardugno, President and Chief Executive Officer of Celsion Corporation

Sam Zucker, Esq., O’Melveny & Myers LLP

CORRESP
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    response.htm

February 3, 2012

VIA ELECTRONIC TRANSMISSION

Securities and Exchange Commission

Division of Corporation Finance

Washington, D.C.  20549

Attention:  Jeffrey P. Riedler, Assistant Director

Re:

Celsion Corporation -- Form S-1 (File No. 333-178679)

Dear Mr. Riedler:

We are in receipt of the letter from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) dated January 3, 2012, regarding the Form S-1 (File No. 333-178679) filed by Celsion Corporation, a Delaware corporation (the “Registrant”), on December 21, 2011.  Amendment No. 1 to the Registration Statement (the “Registration Statement”), to be filed today under the Securities Act of 1933, as amended, contains revisions that have been made in response to comments received from the Staff in such letter.

Set forth below are the Registrant’s responses to the Staff’s comments.  The numbers associated with the headings and responses set forth below correspond to the numbered comments in the letter from the Staff.

Registration Statement on Form S-1

1.

Please amend page 26 of your registration statement to incorporate by reference the Form 8-K filed by the company on September 15, 2011.  Please refer to Item 12(a)(2) of Form S-1.

Response:

The Registration Statement has been revised to incorporate by reference the Form 8-K filed by the Registrant on September 15, 2011 in response to the Staff’s comment.

*           *           *

We request acceleration of the effective date of the Registration Statement.  As specifically requested by the Commission, the Registrant acknowledges that:

·

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

·

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

·

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

[Remainder of page intentionally left blank]

If you have any questions or require any additional information with respect to any of the matters discussed in this letter, please call Gregory Weaver, Senior Vice President and Chief Financial Officer of the Registrant, at (609) 896-9100 or Sam Zucker of O’Melveny & Myers LLP at (650) 473-2670.

Sincerely,

/s/ Michael H. Tardugno

Michael H. Tardugno

President and Chief Executive Officer

cc:

Gregory Weaver, Senior Vice President and Chief Financial Officer of Celsion Corporation

Sam Zucker, Esq., O’Melveny & Myers LLP

January 3, 2012
 Via E-mail

Mr. Michael H. Tardugno President and Chief Executive Officer Celsion Corp. 997 Lenox Drive, Suite 100 Lawrenceville, NJ 08648
Re: Celsion Corp.
  Registration Statement on Form S-1
Filed December 21, 2011
  File No. 333-178679

Dear Mr. Tardugno:
 We have limited our review of your registrati on statement to the issue we have addressed
in our comment.
 Please respond to this letter by amending your registration statement and providing the
requested information.  Where you do not believe our comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to this comment, we may have additional comments.

Registration Statement on Form S-1

1. Please amend page 30 of your registration stat ement to incorporate by reference the Form
8-K filed by the company on September 15, 2011.  Please refer to Item 12(a)(2) of Form S-1.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Notwithstanding our comment, in the event you request acceleration of the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:

Mr. Michael H. Tardugno Celsion Corp. January 3, 2012 Page 2

  should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission 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.  Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.
 You may contact Rose Zukin at (202) 551-3239 or me at (202) 551-3710 with any
questions.
Sincerely,

 /s/ Jeffrey P. Riedler   Jeffrey P. Riedler
Assistant Director
 cc: Sam Zucker, Esq.
O’Melveny & Myers LLP 2765 Sand Hill Road Menlo Park, CA 94025

CORRESP
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    requestforeffectiveness.htm

CELSION CORPORATION

10220-L Old Columbia Road

Columbia, Maryland  21046-2364

September 21, 2011

VIA ELECTRONIC TRANSMISSION

Securities and Exchange Commission

Division of Corporation Finance

Washington, D.C.  20549

Attention:  Jeffrey P. Riedler, Assistant Director

Re:

Celsion Corporation -- Form S-1 (File No. 333-176486)

Dear Mr. Riedler:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Celsion Corporation, a Delaware corporation (the “Registrant”), hereby requests that the effective date of the above-captioned registration statement be accelerated so that the registration statement may become effective at 4:30 p.m. eastern time on Thursday, September 22, 2011, or as soon thereafter as practicable.  In connection with such request, the Registrant hereby acknowledges that:

·

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

·

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

·

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

[Remainder of page intentionally left blank]

If you have any questions or require any additional information with respect to any of the matters discussed in this letter, please call Gregory Weaver, Senior Vice President and Chief Financial Officer of the Registrant, at (410) 290-5390 or Sam Zucker of O’Melveny & Myers LLP at (650) 473-2670.

Sincerely,

/s/ Michael H. Tardugno

Michael H. Tardugno

President and Chief Executive Officer

cc:

Gregory Weaver, Senior Vice President and Chief Financial Officer of Celsion Corporation

Sam Zucker, Esq., O’Melveny & Myers LLP

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    response.htm

September 14, 2011

VIA ELECTRONIC TRANSMISSION

Securities and Exchange Commission

Division of Corporation Finance

Washington, D.C.  20549

Attention:  Jeffrey P. Riedler, Assistant Director

Re:

Celsion Corporation -- Form S-1 (File No. 333-176486)

Dear Mr. Riedler:

We are in receipt of the letter from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) dated August 30, 2011, regarding the Form S-1 (File No. 333-176486) filed by Celsion Corporation, a Delaware corporation (the “Registrant”), on August 24, 2011.  Amendment No. 1 to the Registration Statement (the “Registration Statement”), to be filed today under the Securities Act of 1933, as amended, contains revisions that have been made in response to comments received from the Staff in such letter.

Set forth below are the Registrant’s responses to the Staff’s comments.  The numbers associated with the headings and responses set forth below correspond to the numbered comments in the letter from the Staff.

Registration Statement on Form S-1

1.

Please refer to page 26 of your registration statement, on which you state that “[t]his prospectus incorporates by reference . . . any future filings we make with the SEC . . . .”  Please note that the Form S-1 does not provide for forward incorporation by reference of Exchange Act reports filed after the effective date of a registration statement.  Please revise your filing to delete this statement.

Response:

The statement has been deleted in the Registration Statement in response to the Staff’s comment.

*           *           *

We request acceleration of the effective date of the Registration Statement.  As specifically requested by the Commission, the Registrant acknowledges that:

·

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

·

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

·

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

[Remainder of page intentionally left blank]

If you have any questions or require any additional information with respect to any of the matters discussed in this letter, please call Gregory Weaver, Senior Vice President and Chief Financial Officer of the Registrant, at (410) 290-5390 or Sam Zucker of O’Melveny & Myers LLP at (650) 473-2670.

Sincerely,

/s/ Michael H. Tardugno

Michael H. Tardugno

President and Chief Executive Officer

cc:

Gregory Weaver, Senior Vice President and Chief Financial Officer of Celsion Corporation

Sam Zucker, Esq., O’Melveny & Myers LLP

August 30, 2011
 Via Email

Mr. Michael H. Tardugno President and Chief Executive Officer Celsion Corporation
10220-L Old Columbia Road
Columbia, MD 21046
Re: Celsion Corporation
  Registration Statement on Form S-1
Filed August 24, 2011
  File No 333-176486

Dear Mr. Tardugno:
 We have limited our review of your registrati on statement to the issue we have addressed
in our comment.
 Please respond to this letter by amending your registration statement and providing the
requested information.  Where you do not believe our comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to this comment, we may have additional comments.

Registration Statement on Form S-1

1. Please refer to page 26 of your registration statement, on which you state that “[t]his
prospectus incorporates by reference . . . any future filings we make with the SEC . . . .”  Please note that the Form S-1 does not provide  for forward incorporation by reference of
Exchange Act reports filed after the effective date of a registration statement.  Please
revise your filing to de lete this statement.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Mr. Michael H. Tardugno Celsion Corporation August 30, 2011 Page 2

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

 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission 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.  Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

You may contact Rose Zukin at (202) 551-3239 or me at (202) 551-3710 with any
questions.
Sincerely,
   /s/ Jeffrey P. Riedler
Jeffrey P. Riedler Assistant Director
 cc: Sam Zucker, Esq.   O’Melveny & Myers LLP   2765 Sand Hill Road   Menlo Park, CA 94025

June 23, 2011

Via E-mail
Mr. Michael H. Tardugno  President and Chief Executive Officer Celsion Corporation 10220-L Old Columbia Road Columbia, MD 21046-2364
Re: Celsion Corporation
  Registration Statement on Form S-3
Filed June 17, 2011 Amendment No. 1 to Registrati on Statement on Form S-3/A
Filed June 22, 2011
  File No. 333-174960

Dear Mr. Tardugno:

We limited our review of your registration statement to inclusion of the delaying
amendment contemplated by Rule 473 of the Secu rities Act of 1933.  In response to our oral
request of June 22, 2011 you filed a pre-effec tive amendment on same date including the
delaying amendment. We have no additional comments at this time.
We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
In the event you request acceler ation of the effective date  of the pending registration
statement please provide a written statem ent from the company acknowledging that:

 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission 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.

Mr. Michael H. Tardugno Celsion Corporation June 23, 2011 Page 2

Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the registered securities.
You may contact Rose Zukin at (202) 551-3239 with any questions.

Sincerely,
  /s/ Jeffrey P. Riedler   Jeffrey P. Riedler
Assistant Director
 cc: Blake Hornick, Esq.
 Seyfarth Shaw LLP  620 8th Ave.  New York, NY 10018

CORRESP
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Celsion Corporation

10220-L Old Columbia Road

Columbia, MD 21046

                   June 23,   2011

By EDGAR Correspondence

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:                             Celsion Corporation (the “Company”)

Pre-Effective Amendment No. 1 to Registration Statement on Form S-3

Filed June 22, 2011

(File No.   333-174960)

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, the Company hereby requests that the effective date of the above-captioned Registration Statement be accelerated so that the Registration Statement may become effective at 4:30 p.m. Eastern Daylight Time, on Friday, June 24, 2011, or as soon thereafter as practicable.

In connection herewith, the Company hereby acknowledges that:

·                  Should the Securities and Exchange Commission (the “Commission”), or the Commission’s 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 Commission’s 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 comments from the Commission or the Commission’s staff or the declaration of effectiveness of the above-captioned Registration Statement as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Sincerely,

Celsion   Corporation

By:

/s/   Jeffrey W. Church

Name:

Jeffrey   W. Church

Title:

Vice   President and

Chief   Financial Officer

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

  Mail Stop 6010

  September 25, 2007

 Mr. Anthony P. Deasey Vice President, Finance and Chief Financial Officer Celsion Corporation 10220-L Old Columbia Road Columbia, MD  21046
Re: Celsion Corporation  Form 10-K for the year ended December 31, 2006  Filed March 27, 2007
 File No. 000-14242

 Dear Mr. Deasey:   We have completed our review of your Form  10-K and related filings and do not, at this
time, have any further comments.            S i n c e r e l y ,            M a r t i n  F .  J a m e s         Senior Assistant Chief Accountant

CORRESP
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Correspondence Letter

 September 6, 2007

 United
States Securities and Exchange Commission

 Division of Corporation Finance

 Washington, DC 20549

 Attn: Mr. Gary Todd, Review Accountant

RE:

Comment Letter dated August 21, 2007

Form 10-K as of December 31, 2006

Form 10-Q as of June 30, 2007

File No. 000-14242

 Dear Mr. Todd,

 We are in receipt of your comment letter noted above. Our responses to your comments are listed below:

 Form 10-K as of December 31, 2006

 Financial Statements

 Note 4, Investments, page
F-15

 Comment 1.

 We see that the sale of the
operations in Canada was 100% financed with a note receivable and that you continued to advance funds to that operation after the sale. Please tell us why it is appropriate to recognize a gain on a transaction that appears to have been substantially
financed by Celsion. In this regard, please fully explain how your accounting considers the substance of the guidance from SAB Topic 5-U.

 Response:

 It is important to note that Celsion Canada Ltd (“Canada”), a Canadian corporation, is entirely independent of Celsion Corporation
(“Celsion”). Canada is currently seeking funding for its operations. Celsion has not provided Canada any financial support other than the amounts advanced to Canada under the Transition Services Agreement.

 On January 16, 2006, Celsion sold all of the issued and outstanding common stock of Canada to Dr. Augustine Cheung for $1.5 million. As a result of this sale
Dr. Cheung became the 100% owner of Canada. Dr. Cheung paid for the stock by issuing a promissory note to Celsion.

 SAB Topic 5-U covers the sale
of a business or operating assets to a highly leveraged entity – typically a newly formed and thinly capitalized corporation. This is not the case with the sale of Canada. Celsion sold 100% of the common stock of Canada to Dr. Cheung
personally. The loan is repayable in accordance with a repayment schedule and is secured by 100,536 shares of Celsion common stock pledged by Dr. Cheung. Dr. Cheung paid the first installment on June 16, 2006 on time. The next
installment is not due until June 16, 2008. Since Dr. Cheung has significant personal financial resources, the repayment of the loan is not in doubt. Therefore, it was appropriate to recognize the gain at the time of the sale of the stock
to Dr. Cheung.

 In a separate independent transaction, Celsion entered into a Transition Services Agreement with Canada. Under the
Transition Services Agreement, Celsion advanced funds to Canada to finance start-up costs including salaries and benefits for certain employees, rent for space in Celsion’s offices, support services (such as copier access, computer access,
etc.), and minimal amounts of working capital. The initial term of the advance was through June 30, 2006 and when Canada had not been funded by that date, the term was extended to June 30, 2007. The amounts advanced under the transition
services agreement are fully repayable by Canada. Celsion has no other financial ties to Canada.

 Given the facts above, we believe that the recognition of
the gain on the sale was appropriate as the note receivable of $1.5 million is to an individual not the entity.

 Form 10-Q as of June 30, 2007

 Statement of Operations, page 6

 Comment 2.

 In future filings please present income (loss) per share for loss from continuing operations, income (loss) from discontinued operations and net income
(loss). Refer to paragraph 37 of SFAS 128.

 Response.

 As requested, we will present the income (loss) per share data for continuing operations, discontinued operations, and net income in future filings.

 Note 5, Note Receivable, page 12

 Comment 3.

 We see that you recorded an allowance for the transition services agreement receivable from your former Canadian operations. Please tell us why there is no impairment of the note receivable from the Canadian operations. Please tell us
how your accounting considers the guidance from SFAS 114.

 Response.

 With respect to the Canada transaction, it is important to note that there are two separate agreements. The first relates to the Company’s sale of all of the issued and outstanding shares of Canada’s common
stock. This stock was sold to Dr. Augustine Cheung (an individual) in exchange for a promissory note in the amount of $1,500,000. To date, Dr. Cheung is current with the repayment schedule under the promissory note. Dr. Cheung has
sufficient personal financial resources to fully repay the loan and has indicated to us he fully intends to make payments under the loan as they become due. Furthermore, he has pledged 100,536 share of Celsion common stock as collateral for the
loan. The value of the stock on June 30, 2007 was $672,586. This collateral combined with Dr. Cheung’s personal resources provide reasonable assurance that Celsion will be fully repaid on the loan. Therefore, the note receivable from
Dr. Cheung is not impaired.

 The second agreement related to the Canada transaction involves the Transition Services Agreement. This agreement is
between Celsion and Canada. The primary source of repayment of the Transition Services Agreement is from the assets of the corporate entity, with $200,000 of the $615,457 original balance being personally guaranteed by Dr. Cheung. Given that
Canada has yet to raise the funds it has been seeking, repayment of amounts due under the Transition Services Agreement currently appears questionable. We have placed an allowance against this receivable for the amount that is deemed to be impaired.

 It is important to note that there are two separate parties involved in these two transactions. A default by Canada
resulting in failure to repay amounts due under the Transition Services Agreement in no way absolves Dr. Cheung of his personal obligation under the promissory note. Given Dr.Cheung’s compliance with his obligations to date, the securities
pledged, his stated intention to continue to meet his obligations, and his personal net worth, there is no basis to regard his debt as impaired, even though the Canada debt under the Transition Services Agreement may be impaired.

 Note 6, Advances under the Celsion (Canada) Limited Transition Services Agreement, page 12.

 Comment 4.

 We see that you impaired all but $200,000 of the amount due under the transition services agreement.
Please further explain to us why the entire balance is not impaired. In that regard further explain to us how amounts due under the consulting agreement secure repayment of the advances. Also clarify why your rationale does not produce a result
where a charge for a doubtful receivable is pushed to a future accounting period.

 Response.

 We have deemed the amounts due under the Transition Services Agreement to be impaired. We have placed a reserve against this receivable and valued the receivable on the
basis of the underlying collateral. SFAS 114 requires that an impaired loan be measured on the basis of the discounted fair value of future cash flows or at the fair value of the collateral underlying the loan. Pursuant to the First Amendment to the
Transition Services Agreement dated March 28, 2006, Dr. Augustine Cheung, Canada’s Chairman and Chief Executive Officer, personally guaranteed the incremental advance of $200,000. Therefore, in accordance with SFAS 114, we have valued
the receivable at $200,000.

 Note 11, Discontinued Operations, page 14

 Comment 5.

 In future filings please disclose a schedule clarifying the calculation of the gain on the disposition
of the Prolieve business.

 Response.

 As requested,
we will include the schedule in future filings.

 Comment 6.

 Disclosure in the MD&A indicates that you provided a $5 million liability for potential indemnifications under the Prolieve transaction. Please tell us and in future filings disclose how you estimated the amount provided. Explain why
you believe that you made a reasonable estimate.

 Response.

 In accounting for this transaction, Celsion considered making a provision under SFAS 5 for the amount of the indemnification. But since no action has been filed and there might in fact never be an action, there was no basis for estimating
the amount of a claim and thus a reserve. Further research aligned our circumstances with guidance under FIN 45 which requires recognizing a liability at fair value for Celsion’s standing ready to perform under the indemnification agreement.

 More specifically, Celsion has indemnified Boston Scientific Corporation (“BSC”) for up to $15 million against
any claims that may be brought against the Prolieve products through June 20, 2009. As of June 30, 2007 this indemnification did not meet the definition of a contingent liability per SFAS 5. That is, we could not state that a loss was
probable nor could we make a reasonable estimate of the amount of any claims that may be made. Accordingly, we did not record a contingent liability for possible claims.

 Although the amount of the indemnification was not recorded per SFAS 5, per FIN 45 the estimated fair value of standing ready to perform under the indemnification was recorded in the financial statements. As of
June 30, 2007, the cost to transfer the $15 million indemnification liability to an insurance carrier was estimated to be approximately $5 million. Following the guidance of FIN 45, we have accrued the $5 million as of June 30, 2007. As
requested, we will update future filings to disclose the calculation of the estimate as necessary.

 Comment 7.

 As a related matter, please explain to us the basis in GAAP for presenting the $5 million as a liability in your balance sheet. In connection with explaining the
accounting rationale, please explain the terms and mechanics of the indemnification arrangement. For instance, explain the extent to which Celsion may be required to make payments under the indemnification. If indemnification obligations would be
funded through a reduction of amounts received from Boston Scientific, please explain why the estimated potential reductions should not be presented as a reduction of the related note receivable from Boston Scientific. Also explain why the amount
not recognized in earnings should not be characterized as a contingent gain under paragraph 17 to SFAS 5.

 Response.

 As noted in our response to Comment 6 above, the $5 million accrued liability is the estimate of the fair value of standing ready to perform under the guarantee. It is
not an estimate of any potential reductions of the amounts due from BSC.

 The Asset Purchase Agreement with BSC specifies that the indemnifying party has
the option of assuming and controlling the defense of any third party claims (except in instances of intellectual property claims, in which BSC can control the defense if it chooses). If Celsion elects not to defend the claim on its own, BSC can
then offset funds that would be otherwise payable to Celsion to cover the cost of the defense. These potential reductions have not been recorded as a reduction of the amounts due from BSC because they do not meet the criteria of SFAS 5. SFAS 5
requires the recording of a contingent liability if it is both probable and reasonably estimated. Neither of those conditions applies to the potential claims.

 In response to your question regarding why the amount not recognized in earnings should not be recognized as a contingent gain, we note that the full amount of the gain has been recorded in the financial statements. As noted above, the $5
million accrued liability does not represent an estimate of any reductions that may be made against the BSC receivables. Rather, it is an estimate of the fair value of Celsion’s standing ready to perform under the indemnification guarantee to
BSC. All conditions of the sale have been met and the full amount is due from BSC. The potential for a loss arising from the indemnification provision does not meet the criteria of SFAS 5 and is not recorded in the financial statements.

Comment 8.

 We see the qualifying language in the last
paragraph of the footnote. Your footnote should include full disclosure about all terms important to an understanding of the arrangement with BSC and the related accounting. Please disclose a representation that you have done so or remove the
qualifying language from future filings.

 Response:

 Note 11
provides full disclosure of the terms that would be important to understanding the arrangement with BSC and the related accounting. We will remove the qualifying language in the footnote from future filings.

 In responding to your comments, we acknowledge the following:

•

 Celsion is responsible for the adequacy and accuracy of the disclosures in our filings;

•

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

•

 Celsion 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.

 If you have any questions regarding our response, please do not hesitate to call me at 410-290-5390.

 Sincerely,

 /s/ Anthony P. Deasey

 Anthony P. Deasey

 Chief Financial Officer

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 6010

  August 21, 2007

Mr. Anthony P. Deasey
Vice President, Finance and Chief Financial Officer
Celsion Corporation
10220-L Old Columbia Road
Columbia, MD  21046

Re: Celsion Corporation
 Form 10-K as of December 31, 2006
 Form 10-Q as of June 30, 2007
 File No. 000-14242

Dear Mr. Deasey:

We have reviewed your filings and have the following comments.  Where
indicated, we think you should re vise your documents 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 deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is 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.

Mr. Anthony P. Deasey
Celsion Corporation
August 21, 2007 Page 2
Form 10-K as of December 31, 2006

Financial Statements

Note 4, Investments, page F-15

1. We see that the sale of the operations in Canada was 100% financed with a note
receivable and that you continue d to advance funds to that op eration after the sale.
Please tell us why it was a ppropriate to recognize a ga in on a transaction that
appears to have been substantially fina nced by Celsion.  In this regard, please
fully explain how your accounting considers the substance of the guidance from SAB Topic 5-U.

Form 10-Q as of June 30, 2007

Statements of Operations, page 6

2. In future filings please present income (loss) per share for loss from continuing
operations, income (loss) from disconti nued operations and net income (loss).
Refer to paragraph 37 to SFAS 128.

Note 5, Note Receivable, page 12

3. We see that you recorded an allowance for the transition services agreement receivable from your former Canadian opera tions.  Please tell us why there is no
impairment of the note receivable from th e Canadian operations.  Please tell us
how your accounting considers the guidance from SFAS 114.

Note 6, Advances under the Celsion (Canada) Limited Transitions Services Agreement,
page 12

4. We see that you impaired all but $200,000 of the amount due under the transition services agreement.  Please further explai n to us why the entire balance is not
impaired.  In that regard further explain to us how amounts due under the
consulting agreement secure repayment of  the advances.  Also clarify why your
rationale does not produce a result where a charge for a doubtful receivable is
pushed to a future accounting period.

Note 11, Discontinued Operations, page 14

5. In future filings please disclose a schedul e clarifying the calculation of the gain on
disposition of the Prolieve business.

Mr. Anthony P. Deasey
Celsion Corporation
August 21, 2007 Page 3
6. Disclosure in MD&A indicates that  you provided a $5 million liability for
potential indemnifications under the Prolie ve transaction.  Please tell us and in
future filings disclose how you estimated the amount provided.  Explain why you believe you have made a reasonable estimate.

7. As a related matter, please explain to us  the basis in GAAP for presenting the $5
million as a liability in your balance sh eet.  In connection with explaining the
accounting rationale, please explain the terms and mechanics of the
indemnification arrangement.  For instance,  explain the extent to which Celsion
may be required to make payments under the indemnification.   If indemnification obligations would be funded through a reduction of amounts received from
Boston Scientific, please explain why the estimated potential reduction should not
be presented as a reduction of the related note receivable from Boston Scientific.  Also explain why the amount not recognized in earnings should not be characterized as a contingent ga in under paragraph 17 to SFAS 5.

8. We see the qualifying language in the last  paragraph of the footnote.  Your
footnote should include full disclosure about all terms important to an understanding of the arrangement with Boston Scientific and the related accounting.  Please disclose a representati on that you have done so or remove the
qualifying language from future filings.

************

As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Please furnish a cover letter with your
response that provides any requested informati on.  Detailed cover lette rs greatly facilitate
our review.  Please understand that we may have additional commen ts after reviewing
your responses to our comments.

  We urge all persons who are responsi ble 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 decision.  Since the company and its management are in
possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:

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

Mr. Anthony P. Deasey
Celsion Corporation
August 21, 2007 Page 4
‚ 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 comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities 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.

You may contact me at (202) 551-3605 or Brian Cascio, Branch Chief, at (202)
551-3676 if you have questions regarding thes e comments.  Please do not hesitate to
contact Martin James, Senior Assistant Chief Accountant at (202) 551-3671 with any
other questions.

Sincerely,

Gary Todd
Review Accountant

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

August 2, 2005

Mail Stop  6010

Augustine Y. Cheung, Chief Executive Officer
Celsion Corporation
10220-L Old Columbia Road
Columbia, Maryland 21046

Via U S Mail and FAX [ (410) 290-5394]

Re:	Celsion Corporation
	Form 10-K for the fiscal year ended December 31, 2004, As
Amended
	Form 10-Q for the fiscal quarter ended March 31, 2005
	File No.  0-14242

Dear Dr. Cheung:

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

								Sincerely,

								Martin F. James
								Senior Assistant Chief
Accountant

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</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

Response Letter

 Celsion Corporation

 10220-L Old Columbia Road

 Columbia, Maryland 21046

 (410) 290-5390

 June 20, 2005

 By Way of EDGAR

 Division of Corporation Finance

 United States Securities and Exchange Commission

 100 F Street, NE

 Mail Stop 0306

 Washington, D.C. 20549

 Attention: Gary R. Todd

                    Jeanne Bennett

Re:
Form 10-K for the fiscal year ended December 31, 2004, as amended;

Form 10-Q for the fiscal quarter ended March 31, 2005 (File No. 0-14242)

 Ladies and Gentlemen:

 On behalf of Celsion Corporation (“Celsion” or the “Company”) attached for filing with the Securities and Exchange Commission (the
“Commission”) please find Amendment No. 2 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005 (the “Amendment”), which is being filed to reflect our response to comments contained in a
letter dated May 20, 2005 (the “Comment Letter”) from the staff (the “Staff”) of the Commission in respect of the Company’s Annual Report on Form 10-K for the year ended December 31, 2004, as amended by Amendment No. 1
thereto (collectively, the “Form 10-K/A”) and its Quarterly Report on Form 10-Q for the quarter ended March 31, 2005. Inasmuch as all of the Staff’s comments relate solely to the Form 10-K/A, we are not amending the Form 10-Q.

 RESPONSES TO COMMENTS

 Set out below is each of the Staff’s comments, numbered in accordance with the Comment
Letter, followed by Celsion’s response thereto. Paper copies of this filing are being delivered by way of messenger to Mr. Todd and Ms. Bennett.

 Management’s Discussion and Analysis—Liquidity and Capital Resources—Page 29

 Comment:

1.
We see a significant increase in cash consumed by operations despite a decreased loss in 2004 and initial product revenues also in that year. Accordingly, it appears that your cash
burn rate significantly accelerated in 2004. As outlined in FR-72, we normally believe that Registrant’s should present a discussion of cash flows from operating activities. That discussion should identify and analyze the underlying drivers of
operating cash flows. Please note that the form of the cash flow statement should not drive the substance of this discussion and that it is insufficient to present a narrative that merely lists items from that Statement. Please expand your
disclosures or tell us how your discussion considers the objectives of the Release.

 Division of Corporation Finance

 United States Securities and Exchange Commission

 Attention: Gary R. Todd

                    Jeanne Bennett

 June 20, 2005

 Page 2

1.
Response:

 Complied with.

 Report of Independent Registered Public Accounting Firm on Internal Controls–Page 39

 Comment:

2.
In an amendment, please provide a revised report including the conformed signature of the accounting firm. Refer to Rule 2-02 of Regulation S-X.

 Response:

2.
Complied with.

 Note 9 Stock Options and Warrants—Page F-17

 Comment:

3.
Please make disclosure about the nature, terms and extent of the option re-pricing. Please also make more detailed and specific disclosure about how you apply variable plan
accounting. For instance, clarify the reasons for and method used in determining the significant credit recognized in 2004.

 Response:

3.
Complied with.

 Comment:

4.
Please expand to disclose the grant date fair value of options granted for each period. Refer to paragraph 47b to SFAS 123.

 Response:

4.
Complied with.

 Comment:

5.
We see that stock compensation expense totaled $697,000 in 2004, $3,810,000 in 2003 and $969,000 in 2002. However, it is not clear that the notes to financial statements provide
complete disclosure about the transactions responsible for the charges. Supplementary show us that you have provided narrative disclosure about all of the significant components of these charges or appropriately expand. Please also note that the
disclosure about options issued to non-employees identifies four periods but only discloses three amounts.

 Division of Corporation Finance

 United States Securities and Exchange Commission

 Attention: Gary R. Todd

                    Jeanne Bennett

 June 20, 2005

 Page 3

 Response;

5.
Complied with.

 Note 16 Selected Quarterly Financial Information—Page F-22

 Comment:

6.
Please revise to present two years of quarterly data as required by Item 302(a) of Regulation S-K. Please also revise the 2004 data to present net sales by quarter.

 Response:

6.
Complied with.

 COMPANY ACKNOWLEDGMENTS

 Pursuant to the Comment Letter, the Company hereby acknowledges that:

•

Celsion is responsible for the adequacy and accuracy of the disclosure in its filings with the Commission;

•

Staff comments or changes in disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the Form 10-K/A as amended by the filing
or the Form 10-Q; 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.

 * * * * *

 Should you have any additional questions or comments regarding the matters addressed herein,
please direct them to me at the telephone number set out above or, in my absence, to Earl Miller, Celsion’s Controller.

 Very truly yours,

 /s/ Anthony P. Deasey

 Anthony P. Deasey

 Chief Financial Officer

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

May 20, 2005

Mail Stop 0306

Augustine Y. Cheung, Chief Executive Officer
Celsion Corporation
10220-L Old Columbia Road
Columbia, Maryland 21046

Via U S Mail and FAX [ (410) 290-5394]

Re:	Celsion Corporation
	Form 10-K for the fiscal year ended December 31, 2004, As
Amended
	Form 10-Q for the fiscal quarter ended March 31, 2005
	File No.  0-14242

Dear Dr. Cheung:

      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 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 on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Dr. Augustine Y. Cheung
Celsion Corporation
May 20, 2005
Page 2

Form 10-K for the fiscal year ended December 31, 2004, As Amended

Management`s Discussion and Analysis
Liquidity and Capital Resources - Page 29

1. We see a significant increase in cash consumed by operations
despite a decreased loss in 2004 and initial product revenues also
in
that year.  Accordingly, it appears that your cash burn rate
significantly accelerated in 2004. As outlined in FR-72, we
normally
believe that Registrant`s should present a discussion of cash
flows
from operating activities.  That discussion should identify and
analyze the underlying drivers of operating cash flows.  Please
note
that the form of the cash flow statement should not drive the
substance of this discussion and that it is insufficient to
present a
narrative that merely lists items from that Statement. Please
expand
your disclosures or tell us how your discussion considers the
objectives of the Release.

Report of Independent Registered Public Accounting Firm on
Internal
Controls - Page 39

2. In an amendment, please provide a revised report including the
conformed signature of the accounting firm.  Refer to Rule 2-02 of
Regulation S-X.

Note 9  Stock Options and Warrants - Page F-17

3. Please make disclosure about the nature, terms and extent of
the
option re-pricing.  Please also make more detailed and specific
disclosure about how you apply variable plan accounting. For
instance, clarify the reasons for and method used in determining
the
significant credit recognized in 2004.

4. Please expand to disclose the grant date fair value of options
granted for each period.  Refer to paragraph 47b to SFAS 123.

5. We see that stock compensation expense totaled $697,000 in
2004,
$3,810,000 in 2003 and $969,000 in 2002. However, it is not clear
that the notes to financial statements provide complete disclosure
about the transactions responsible for the charges.
Supplementally
show us that you have provided narrative disclosure about all of
the
significant components of these charges or appropriately expand.
Please also note that the disclosure about options issued to non-
employees identifies four periods but only discloses three
amounts.

Dr. Augustine Y. Cheung
Celsion Corporation
May 20, 2005
Page 3

Note 16  Selected Quarterly Financial Information - Page F-22

6. Please revise to present two years of quarterly data as
required
by Item 302(a) of Regulation S-K.  Please also revise the 2004
data
to present net sales by quarter.

*  *  *  *  *  *  *

	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 amendment and
responses
to our comments.

	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 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.

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.

Dr. Augustine Y. Cheung
Celsion Corporation
May 20, 2005
Page 4

      You may contact Jeanne Bennett at (202) 551-3606 or me at
(202)
551-3605, if you have questions regarding our comments.  In our
absence you may contact Brian R. Cascio, Accounting Branch Chief,
at
(202) 551-3676.

      Sincerely,

      Gary R. Todd
								Reviewing Accountant

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</DOCUMENT>