SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 18, 2025

Ted Karkus
Chief Executive Officer
ProPhase Labs, Inc.
626 RXR Plaza, 6th Floor
Uniondale, NY 11556

 Re: ProPhase Labs, Inc.
 Preliminary Proxy Statement on Schedule 14A
 Filed July 28, 2025
 File No. 000-21617
Dear Ted Karkus:

 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: Julie Kamps, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 August
8, 2025

 Joshua
Gorsky, Esq.

 Tim Buchmiller, Esq.

 Division of Corporation Finance

 Office of Life Sciences

 U.S. Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
ProPhase Labs, Inc.

 Preliminary Proxy Statement on Schedule 14A

 Filed July 28, 2025

 File No. 000-21617

 Dear
Messrs. Gorsky and Buchmiller:

 On
behalf of ProPhase Labs, Inc. ("the Company"), we submit this response to the Staff's comment letter dated August 6,
2025 regarding the above-referenced Preliminary Proxy Statement on Schedule 14A. For ease of reference, we have restated each comment
and provide our response below.

 Comment
1:

 Where appropriate, please revise your disclosure to clearly explain the terms of transaction described here, including how many shares
will be issuable if the senior secured convertible notes are converted and the accompanying warrants are exercised and explain why you
are seeking approval for the issuance of 226,310,704 shares of common stock. Additionally, please clarify whether the "additional
$3 million in future investment" that is "allow[ed]" pursuant to the agreement at issue would have the same terms as
the initial $3 million the company raised from investors.

 Response:

The Company will revise the Proxy Statement to provide enhanced disclosure regarding the terms of the private placement, including:

 ● The
 senior secured convertible notes issued on July 22, 2025, have a face value of $3,750,000,
 bear interest at 10%, and are convertible after four months at the lower of 80% of the 10-day
 VWAP or a fixed cap, subject to a floor and size limitations. 5.25 million five-year warrants
 are exercisable at $0.50 per share.

 ● If
 the notes are fully converted and all accompanying warrants are fully exercised, the maximum
 aggregate number of shares that could become issuable under the transaction, including full
 conversion and exercise (and assuming shareholder approval is obtained), is 226,310,704 shares,
 which is the reserve amount being requested for approval at the special meeting. This number
 also accommodates anticipated adjustments in potential future issuances per the agreement,
 consistent with the company's intent to avoid exceeding 19.99% dilution without shareholder
 approval prior to the meeting.

 ● The
 "additional $3 million in future investment" referenced in the disclosure is
 permitted by the applicable agreement and would be under terms substantially similar to those
 of the initial $3 million in notes and warrants, subject to market conditions at the time
 of any subsequent issuance. Should any terms deviate materially, the Company will update
 its public filings as required.

 ● The
 revised disclosure will clarify that the maximum share reserve sought reflects both the possible
 full conversion/exercise of current obligations and the contemplated additional investment
 allowance under the same financing structure.

 Page 2

 Comment
2:

 Please provide us with support for your position that you may obtain shareholder approval in compliance with Nasdaq Listing Rule 5635(d)
for the issuance of shares of common stock in excess of 20% of the common stock outstanding "as of each issuance" in "one
or more private offerings[.]" Alternatively, please revise this disclosure to clarify that Nasdaq Listing Rule 5635(d) requires
separate shareholder approval for each issuance of shares of common stock that exceeds 20% of the common stock outstanding and that if
the proposal is approved, the company may issue the shares of common stock in excess of 20% of the common stock outstanding only as it
relates to an offering that has been completed.

 Response:

 The Company acknowledges the Staff's comment and will revise the disclosure as follows:

 ● Nasdaq
 Listing Rule 5635(d) requires the Company to obtain shareholder approval before issuing common
 stock (or securities convertible into or exercisable for common stock) equal to 20% or more
 of the then-outstanding shares or voting power, in a transaction other than a public offering
 and at a price below the "Minimum Price".

 ● The
 revised disclosure will clarify that shareholder approval for the issuance of more than 20%
 is tied to specific transactions or groupings of transactions as disclosed, and not as a
 rolling authorization for future private offerings. Should additional offerings requiring
 approval arise, such offerings will be separately submitted for shareholder approval as required
 under Nasdaq rules.

 ● If
 shareholders approve Proposal 5, such approval will authorize the Company to issue the indicated
 maximum number of shares in connection with the private placement(s) referenced in the Proxy
 Statement, and if any future private placement(s) may result in issuances exceeding the 20%
 threshold, the Company will again seek shareholder approval as necessary at that time.

 The
Company is committed to full and transparent disclosure and will promptly file an amendment to the Preliminary Proxy Statement with these
clarifications.

 If
you have any additional questions or require further information, please do not hesitate to contact me.

 Sincerely,

 /s/ Ted
Karkus

 Chief Executive Officer

 ProPhase Labs, Inc.

 cc:
 Julie E. Kamps, Esq.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 6, 2025

Ted Karkus
Chief Executive Officer
ProPhase Labs, Inc.
626 RXR Plaza, 6th Floor
Uniondale, NY 11556

 Re: ProPhase Labs, Inc.
 Preliminary Proxy Statement on Schedule 14A
 Filed July 28, 2025
 File No. 000-21617
Dear Ted Karkus:

 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.

Preliminary Proxy Statement on Schedule 14A
Proposal 5 - Issuance of Shares of Common Stock in Non-Public Offerings (Nasdaq
Rule
5635(d) Proposal), page 37

1. Where appropriate, please revise your disclosure to clearly explain the
terms of
 transaction described here, including how many shares will be issuable
if the senior
 secured convertible notes are converted and the accompanying warrants
are exercised
 and explain why you are seeking approval for the issuance of 226,310,704
shares of
 common stock. Additionally, please clarify whether the "additional $3
million in
 future investment" that is "allow[ed]" pursuant to the agreement at
issue would have
 the same terms as the initial $3 million the company raised from
investors.
2. We note your disclosure on page 39 that, "[i]f approved, the Company may
issue, in
 one or more private offerings, shares of common stock and/or securities
convertible
 into or exercisable for common stock, in an aggregate amount that may
exceed 20%
 of the common stock outstanding as of each issuance." Please provide us
with support
 for your position that you may obtain shareholder approval in compliance
with
 Nasdaq Listing Rule 5635(d) for the issuance of shares of common stock
in excess of
 August 6, 2025
Page 2

 20% of the common stock outstanding "as of each issuance" in "one or
more private
 offerings[.]" Alternatively, please revise this disclosure to clarify
that Nasdaq Listing
 Rule 5635(d) requires separate shareholder approval for each issuance of
shares of
 common stock that exceeds 20% of the common stock outstanding and that
if the
 proposal is approved, the company may issue the shares of common stock
in excess of
 20% of the common stock outstanding only as it relates to an offering
that has been
 completed.
 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 or Tim Buchmiller at
202-551-3635
with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Julie Kamps, Esq.
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

711
Stewart Avenue, Suite 200

Garden
City, New York 11530

(215)
345-0919

November
18, 2024

VIA
EDGAR

United
States Securities and Exchange Commission

100
F Street, NE

Washington,
D.C. 20549

Attn: Daniel Crawford

    Re:

    ProPhase
    Labs, Inc. – Request for Acceleration

    Registration
    Statement on Form S-3

    File
    No. 333-283182

Ladies
and Gentlemen:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, ProPhase Labs, Inc. (the “Registrant”) hereby requests
acceleration of the effective date of its Registration Statement on Form S-3 (File No. 333-283182) (the “Registration Statement”),
so that it may become effective at 4:00 p.m. Eastern Standard Time on Wednesday, November 20, 2024, or as soon thereafter as practicable.

The
Registrant hereby authorizes Michael S. Lee, Esq. of Reed Smith LLP, attorney for the Registrant, to orally modify or withdraw this request
for acceleration.

The
Registrant requests that it be notified of such effectiveness by a telephone call to Michael S. Lee, Esq. at (212) 549-0358.

    PROPHASE
    LABS, INC.

    By:
    /s/
    Ted Karkus

    Ted
    Karkus

    Chairman
    and Chief Executive Officer

November 18, 2024
Ted Karkus
Chairman of the Board, Chief Executive Officer and Director
ProPhase Labs, Inc.
711 Stewart Avenue, Suite 200
Garden City, NY 11530
Re:ProPhase Labs, Inc.
Registration Statement on Form S-3
Filed November 12, 2024
File No. 333-283182
Dear Ted Karkus:
            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:Michael Lee, Esq.

CORRESP
1
filename1.htm

711
Stewart Avenue, Suite 200

Garden
City, New York 11530

(215)
345-0919

November
10, 2021

VIA
EDGAR

United
States Securities and Exchange Commission

100
F Street, NE

Washington,
D.C. 20549

Attention:
Jessica Ansart

    Re:

    ProPhase
    Labs, Inc. – Request for Acceleration

    Registration
    Statement on Form S-3

    File
    No. 333-260848

Ladies
and Gentlemen:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, ProPhase Labs, Inc. (the “Registrant”) hereby requests
acceleration of the effective date of its Registration Statement on Form S-3 (File No. 333- 260848) (the “Registration Statement”),
so that it may become effective at 4:30 p.m. Eastern Standard Time on Friday, November 12, 2021, or as soon thereafter as practicable.

The
Registrant hereby authorizes Wendy Grasso, Esq. of Reed Smith LLP, attorney for the Registrant, to orally modify or withdraw this request
for acceleration.

The
Registrant requests that it be notified of such effectiveness by a telephone call to Wendy Grasso, Esq. at (917) 993-3645.

    PROPHASE
    LABS, INC.

    By:
    /s/
    Monica Brady

    Monica
    Brady

    Chief
    Financial Officer

United States securities and exchange commission logo
November 9, 2021
Monica Grasso
Chief Financial Officer
ProPhase Labs, Inc.
711 Stewart Avenue, Suite 200
Garden City, New York 11530
Re:ProPhase Labs, Inc.
Registration Statement on Form S-3
Filed November 5, 2021
File No. 333-260848
Dear Ms. Grasso:
            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 Jessica Ansart at (202) 551-4511 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Wendy Grasso

CORRESP
1
filename1.htm

711
Stewart Avenue, Suite 200

Garden
City, New York 11530

(215)
345-0919

June
25, 2021

VIA
EDGAR

United
States Securities and Exchange Commission

100
F Street, NE

Washington,
D.C. 20549

Attention:
Ilene Paik

    Re:

    ProPhase
    Labs, Inc. – Request for Acceleration

    Registration
    Statement on Form S-3

    File
    No. 333- 257251

Ladies
and Gentlemen:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, ProPhase Labs, Inc. (the “Registrant”) hereby requests
acceleration of the effective date of its Registration Statement on Form S-3 (File No. 333- 257251) (the “Registration Statement”),
so that it may become effective at 4:30 p.m. Eastern Standard Time on Tuesday, June 29, 2021, or as soon thereafter as practicable.

The
Registrant hereby authorizes Wendy Grasso, Esq. of Reed Smith LLP, attorney for the Registrant, to orally modify or withdraw this request
for acceleration.

The
Registrant requests that it be notified of such effectiveness by a telephone call to Wendy Grasso, Esq. at (917) 993-3645.

    PROPHASE
    LABS, INC.

    /s/ Monica Brady

    By:
    Monica
    Brady

    Chief
    Financial Officer

United States securities and exchange commission logo
June 24, 2021
Ted Karkus
Chief Executive Officer
ProPhase Labs, Inc.
711 Stewart Avenue, Suite 200
Garden City, New York 11530
Re:ProPhase Labs, Inc.
Registration Statement on Form S-3
Filed June 21, 2021
File No. 333-257251
Dear Mr. Karkus:
            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 Irene Paik at 202-551-6553 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Wendy Grasso

United States securities and exchange commission logo
June 22, 2021
Monica Brady
Chief Financial Officer
ProPhase Labs, Inc.
711 Stewart Ave, Suite 200
Garden City, NY 11530
Re:ProPhase Labs, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2020
File No. 000-21617
Filed March 31, 2021
Dear Ms. Brady :
            We have completed our review of your filings.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
1
filename1.htm

June
11, 2021

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Life Sciences

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Lynn Dicker and Kevin Kuhar

    Re:
    ProPhase
    Labs, Inc.

    Form
    10-K for the Fiscal Year Ended December 31, 2020

    Filed
    March 31, 2021

    File
    Number: 000-21617

Ladies
and Gentlemen:

This
letter is submitted on behalf of ProPhase Labs, Inc. (the “Company”) in response to the comment received from the Staff (the
“Staff”) of the U.S. Securities and Exchange Commission (the “SEC”) set forth in your letter dated May 26, 2021,
with respect to the Company’s above-referenced Form 10-K. For convenience, the Staff’s comment is reproduced in bold, followed
by the Company’s response.

Form
10-K for Fiscal Year Ended December 31, 2020

Item
8. Financial Statements and Supplementary Data

Note
3 - Business Acquisition, page 46

    1.
    You
    disclose that on October 23, 2020, you acquired all of the issued and outstanding shares of capital stock of Confucius Plaza Medical
    Laboratory Corp. for approximately $2.5 million in cash. Tell us how you considered Rules 3-05 and 8-04 of Regulation S-X in evaluating
    the significance of the acquisition of Confucius Plaza Medical Laboratory Corp. and whether you are required to include audited financial
    statements and pro forma information under Article 11 of Regulation S-X.

Response:

To
determine if the acquisition of Confucius Plaza Medical Laboratory Corp. (“CPM”) qualified as a significant acquisition requiring
the filing of audited financial statements and pro forma information, we measured the significance of the acquisition under Rules 3-05
and 8-04 of Regulation S-X, as amended on May 20, 2020 by SEC Release No. 333-10786 (the “Release”), using the three significance
tests: (1) the investment test, (2) the asset test, and (3) the income test. While the amendments did not become effective until January
1, 2021, the Release indicates that early compliance is permitted. The Company elected to apply the three tests as amended by the Release.

Set
forth below is our analysis and calculations under Rules 3-05 and 8-04 of Regulation S-X for each of the three significance tests. When
applying the asset and income tests, the Company used the consolidated annual financial statements as of December 31, 2019 - the most
recently completed audited fiscal year prior to the acquisition.

    1.
    Investment
    Test

Under
the investment test, the Company compared the purchase price of CPM with the Company’s pre-acquisition worldwide market value.
The Company’s worldwide market value was computed using the average equity price for the last five trading days of September 2020
- the most recently completed month ending prior to (i) the date the Company announced engagement of an Industry Expert to Advise on
Possible Acquisition of CPM and (ii) the Company’s announcement date of the definitive agreement to acquire CPM.

    Consideration Transferred
    $ 2,500,000

    Aggregate Worldwide Market Value of Common Equity
    $ 41,960,979

    Significance
      5.96 %

    2.
    Asset
    Test

Under
the asset test, the Company divided its proportionate interest in the total assets of CPM before purchase adjustments and after intercompany
eliminations by its total assets as of the end of the most recently completed fiscal year.

    (In thousands)
    2019

    CPM Assets Acquired
    $ 419

    Assets of ProPhase Labs, Inc.
    $ 12,274

    Significance
      3.41 %

    3.
    Income
    Test

Under
the income test, the Company divided (i) the proportionate interest in the total income from continuing operations of the CPM by (ii)
the absolute value of the Company’s pretax loss from continuing operations for the most recently completed fiscal year. The absolute
value of the Company’s loss from continuing operations for the year ended December 31, 2019 is not at least 10% lower than the
average of its losses from continuing operations for the last five years.

    Absolute Pretax Income/Loss from Continuing Operations (in thousands)
    2019

    CPM
    $ 38

    ProPhase Labs, Inc.
    $ 3,106

    Significance
      1.22 %

CPM
reported no revenues for the year ended December 31, 2019. As such, the revenue component does not apply.

Based
on the results of the three significance tests, as described above, we determined that the significance of the acquisition was below
20%, and, therefore, inclusion of audited financial statements and pro forma information with respect to the CPM acquisition was not
required.

    Sincerely,

    /s/
    Monica Brady

    Monica
    Brady

    Chief
    Financial Officer

United States securities and exchange commission logo
May 26, 2021
Monica Brady
Chief Financial Officer
ProPhase Labs, Inc.
711 Stewart Ave, Suite 200
Garden City, NY 11530
Re:ProPhase Labs, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2020
File No. 000-21617
Filed March 31, 2021
Dear Ms. Brady :
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.  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 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
comments apply 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, 2020
Item 8. Financial Statements and Supplementary Data
Note 3 - Business Acquisition, page 46
1.You disclose that on October 23, 2020, you acquired all of the issued and outstanding
shares of capital stock of Confucius Plaza Medical Laboratory Corp. for approximately
$2.5 million in cash.  Tell us how you considered Rules 3-05 and 8-04 of Regulation S-
X in evaluating the significance of the acquisition of Confucius Plaza Medical Laboratory
Corp. and whether you are required to include audited financial statements and pro forma
information under Article 11 of Regulation S-X.
            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.

 FirstName LastNameMonica Brady
 Comapany NameProPhase Labs, Inc.
 May 26, 2021 Page 2
 FirstName LastName
Monica Brady
ProPhase Labs, Inc.
May 26, 2021
Page 2
            You may contact Lynn Dicker at (202) 551-3616 or Kevin Kuhar, Accounting Branch
Chief at (202) 551-3662 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

July 2, 2018
Ted Karkus
Chief Executive Officer
ProPhase Labs, Inc.
621 N. Shady Retreat Road
Doylestown, PA 18901
Re:ProPhase Labs, Inc.
Registration Statement on Form S-3
Filed June 25, 2018
File No. 333-225875
Dear Mr. Karkus:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Dorrie Yale at 202-551-8776 with any questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Wendy Grasso

CORRESP
1
filename1.htm

621
N. Shady Retreat Road

Doylestown,
PA 18901

(215)
345-0919

July
2, 2018

VIA
EDGAR

United
States Securities and Exchange Commission

100
F Street, NE

Washington,
D.C. 20549

Attention:
Dorrie Yale

    Re:

    ProPhase
    Labs, Inc. – Request for Acceleration

    Registration
    Statement on Form S-3

    File
    No. 333- 225875

Ladies
and Gentlemen:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, ProPhase Labs, Inc. (the “Registrant”) hereby
requests acceleration of the effective date of its Registration Statement on Form S-3 (File No. 333- 225875) (the “Registration
Statement”), so that it may become effective at 4:30 p.m. Eastern Standard Time on Thursday, July 5, 2018, or as
soon thereafter as practicable.

The
Registrant hereby authorizes each of Herbert Kozlov, Esq. and Wendy Grasso, Esq. of Reed Smith LLP, attorneys for the Registrant,
to orally modify or withdraw this request for acceleration.

The
Registrant requests that it be notified of such effectiveness by a telephone call to Wendy Grasso, Esq. at (212) 549-0216.

    PROPHASE LABS, INC.

    /s/
    Ted Karkus

    By:

    Ted
    Karkus

    Chairman
    of the Board, Chief Executive Officer and Director

CORRESP
1
filename1.htm

599
Lexington Avenue

New
York, NY 10022-7650

+1
212 521 5400

Fax
+1 212 521 5450

reedsmith.com

August
31, 2017

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attn:
Christina Chalk

    Re:
    ProPhase
    Labs, Inc.

    Schedule
    TO-I filed August 25, 2017

    File
    No. 5-84809

Dear
Ms. Chalk:

On
behalf of our client, ProPhase Labs, Inc. (the “Company”), we submit this letter in response to a comment from
the staff in the Office of Mergers and Acquisitions (the “Staff”) in the Division of Corporation Finance of
the Securities and Exchange Commission issued (the “Commission”) in its letter dated August 31, 2017 (the “Comment
Letter”) relating to the above-referenced Schedule TO-I filed by the Company on August 25, 2017 (the “Schedule
TO-I”).

Set
forth below in bold is the comment from the Comment Letter, followed by the Company response.

General

 1. Please
                                         confirm (and explain why) this issuer tender offer does not constitute the first step
                                         in a going private transaction. In this regard, we note that the Company has recently
                                         sold substantially all of its assets and if fully subscribed, the Company will repurchase
                                         24.7% of its common stock in this offer. While we note the offer condition that this
                                         tender offer will not cause the delisting of these shares from the NASDAQ, please be
                                         aware that Rule 13e-3 can apply to the first step in a series of transactions having
                                         the requisite going-private effect. See Rule 13e-3(a)(3). In addition, we note that Item
                                         6 of Schedule TO and Item 1006(c) of Regulation M-A require the Company to discuss any
                                         future plans for an extraordinary transaction of the kind listed in Item 1006(c)(1)-(9).

We
acknowledge the Staff’s comment and respectfully advise the Staff that the Company has no plan or intention to go private
and that the issuer tender offer is not intended to constitute the first step in a going private transaction.

As
noted in the Offer to Purchase, the completion of the tender offer will not cause the Company to be delisted from NASDAQ or to
stop being subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). Furthermore, it is a condition of the Company’s obligation to purchase shares in the tender offer that the
consummation of the tender offer and the purchase of the shares is not reasonably likely to cause the shares (1) to be held of
record by less than 300 persons; or (2) to be delisted from NASDAQ or to be eligible for deregistration under the Exchange Act.

The
Company did previously sell a significant portion of its assets, specifically, the intellectual property and certain other assets
related to its ColdEEZE® brand and product line, to Mylan Inc. (“Mylan”). However, as noted in its
most recent Quarterly Report on Form 10-Q filed with the Commission on August 11, 2017, the Company continues to own and operate
its manufacturing facility and manufacturing business in Lebanon, Pennsylvania (in addition to its corporate headquarters in Doylestown,
Pennsylvania).

Securities
and Exchange Commission

August
31, 2017

Page
2

The
Company currently employs 47 full-time employees and has entered into and is performing a manufacturing and supply agreement with
Mylan, pursuant to which it manufactures various Cold-EEZE® lozenge products for Mylan from its manufacturing facility.
This agreement will remain in effect until March 29, 2022 and may be renewed thereafter for up to five successive one year periods.
The Company also manufactures OTC drug and dietary supplement lozenges and other products from this facility for other third party
customers, in addition to performing operational tasks such as warehousing, customer order processing and shipping. The Company
is looking to expand its contract manufacturing operations through developing new products and creating new contract manufacturing
opportunities.

The
Company is also actively pursuing a series of new product development and pre-commercialization initiatives in the OTC dietary
supplement category, including its TK Supplements® product line, which comprises three men’s health products:
(i) Legendz XL®, (ii) Triple Edge XL®, and (iii) Super ProstaFlow PlusTM. In addition
to developing direct-to-consumer marketing strategies of Legendz XL®, the Company received initial product acceptance
for that product and has and shipped product to a national chain drug retailer during the second quarter of Fiscal 2017. The Company
has also received initial product acceptance from several regional retailers to begin shipments in the third and fourth quarters
of Fiscal 2017.

As
noted in its definitive proxy statement filed with the Commission on March 3, 2017, the Company’s pro forma revenues
from its retained business for the year ended December 31, 2016 (assuming the ColdEEZE® brand was sold as of January
1, 2016) were $8.4 million.

The
Company is actively exploring new product technologies, applications, product line extensions, new contract manufacturing applications
and other new product opportunities consistent with its brand image, and standard of proven consumer benefit and efficacy. The
Company is also exploring and evaluating new business opportunities, both by means of acquisition transactions as well as by developing
new businesses from the ground up.

As
noted in Section 2 of the Offer to Purchase (“Purpose of the Tender Offer; Certain Effects of the Tender Offer; Other Plan”),
which is incorporated by reference into Item 6 of the Schedule TO-I, the Company has no plans, proposals or negotiations underway
that relate to or would result in any extraordinary transaction of the kind listed in Item 1006(c)(1)-(9).

Should
you have any questions concerning any of the foregoing, please contact me by telephone at (212) 549-0241.

    Sincerely,

    /s/
    Herbert F. Kozlov

    Herbert
    F. Kozlov

    Reed
    Smith LLP

    cc:
    Ted
    Karkus

    Chairman
    and CEO of ProPhase Labs, Inc.

August 31, 2017

Via E -Mail

Herb ert F.  Kozlov
Reed Smith LLP
599 Lexington Avenue
New York, NY  10022

Re: ProPhase Labs , Inc.
Schedule TO-I filed August 25, 20 17
File No.  5-84809

Dear Mr. Kozlov :

The staff in the Office of Mergers and Acquisitions in the Division of Corporation
Finance has conducted a limited review of the above filing concerning the matters identified in
our comment  below. Unless otherwise noted, all defined terms used in this letter have the same
meaning as in your offer materials.

Please respond to this letter by providing the analysis requested in a response letter  or by
amending your filing to comply with Rule 13e -3.

General

1. Please confirm (and explain why ) this issuer tender offer does not  constitute the  first
step in a g oing private transaction .  In this regard, we note that the Company has
recently sold substantially  all of its assets and if fully subscribed, the Company will
repurchase 24.7% of its common stock in this offer.  While  we n ote the offer
condition that th is tender offer will not cause the delisting of these shares from the
NASDAQ, please be aware th at Rule 13e -3 can apply  to the first step in a series of
transaction s having the requisite going -private effect.  See Rule 13e -3(a)(3).   In
addition, we note that Item 6 of Schedule TO and Item 1006(c) of Regulation M -A
require the Company to discuss any future plans for an extraordinary transaction of
the kind listed in Item 1006(c)(1) -(9).

Please provide the requested analysis promptly  in a response letter . We may have further
comments; therefore , please allow adequate time for further staff review.  Please transmit the
letter via EDGAR under the label “COR RESP.”

Herbert F.  Kozlov , Esq.
Reed Smith LLP
August  31, 201 7
Page 2

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 c ompany is in possession of all facts relating to its
disclosure, it is responsible for the accuracy and adequacy of the disclosures it has made.

  Please direct any questions about th is comment or your filing to me at  202-551-3263.

Sincerely,

/s/ Christina Chalk

Christina Chalk
Senior Special Counsel
Office of Mergers and Acquisitions

Mail Stop 4720

April 5, 2017

Ted Karkus
Chairman and Chief Executive Officer
ProPhase Labs, Inc.
621 N. Shady Retreat Road
Doylestown, PA 18901

Re: ProPhase Labs, Inc.
  Preliminary  Proxy Statement on Schedule 14A
Filed January 31, 2017
  File No. 000 -21617

Dear Mr. Karkus:

We completed our review of your filing  on March 1, 2017 .  We remind you that our
comments or changes to disclosure in response to our comments do not foreclose the
Commission from taking any action with respect to the company or the filing and the company
may not assert staff comments as a defense in any proceeding initiated by the Commission or any
person under the federal securities laws of the United States.  We urge all persons who are
responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the
filing includes the information the Securities Exchange Act of 1934 and all applicable rules
require.

Sincerely,

 /s/ Erin K. Jaskot

Suzanne Ha yes
Assistant Director
Office of Healthcare and Insurance

CORRESP
1
filename1.htm

    599
    Lexington Avenue

    New York, NY 10022-7650

    +1
    212 521 5400

    Fax
    +1 212 521 5450

    reedsmith.com

February
24, 2017

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attn:
Suzanne Hayes

    Re:
    ProPhase
    Labs, Inc.

    Preliminary
    Proxy Statement on Schedule 14A

    Filed
    January 31, 2017

    File
    No. 000-21617

Dear
Ms. Hayes:

On
behalf of our client, ProPhase Labs, Inc. (the “Company”), we submit this letter in response to comments from
the staff (the “Staff”) of the Securities and Exchange Commission issued in its letter dated February 14, 2017
(the “Comment Letter”) relating to the above-referenced Preliminary Proxy Statement on Schedule 14A (the “Preliminary
Proxy Statement”). We are concurrently submitting via EDGAR this letter and an amended Preliminary Proxy Statement on
Schedule 14A (the “Amended Preliminary Proxy Statement”).

Set
forth below in bold are comments from the Comment Letter. For your convenience, each of the numbered paragraphs below corresponds
to the numbered comment in the Comment Letter and includes the caption used in the Comment Letter. Immediately following each
comment is the Company’s response to that comment. Defined terms used but not otherwise defined herein have the meanings
ascribed to such terms in the Amended Preliminary Proxy Statement.

General

1. We
                                         note your outstanding application for confidential treatment of portions of the Asset
                                         Purchase Agreement and Manufacturing Agreement filed as Appendix A to the proxy statement.
                                         Please note that the application should be resolved prior to mailing your proxy statement.

We
acknowledge the Staff’s comment and respectfully advise the Staff that the confidential treatment order (File No. 000-21617
- CF#34653) relating to portions of the Asset Purchase Agreement and Manufacturing Agreement filed as Appendix A to the proxy
statement was issued on February 16, 2017.

2. Please
                                         update your financial statements to the extent required by Article 8-08 of Regulation
                                         S-X.

We
acknowledge the Staff’s comment and respectfully advise the Staff that the Amended Preliminary Proxy Statement includes
the updated financial statements required by Article 8-08 of Regulation S-X under the headings “Unaudited Pro Forma Financial
Information,” beginning on page 51, and “Index to Unaudited Financial Statements of Cold-EEZE® Business
Division,” beginning on page 62.

Securities
and Exchange Commission

February 24, 2017

Page
2

Proposal
No. 1 – Sale of the Acquired Assets

Background
of the Sale of the Acquired Assets, page 25

3. Please
                                         revise your background discussion to provide further detail regarding the bids you received
                                         from the four potential acquirers referenced in the first paragraph on page 26 as well
                                         as the reasons why you did not pursue them. Additionally, please disclose the basis for
                                         your conclusion that the Mylan bid was more favorable than the other bids you received
                                         and that a transaction with Mylan was more likely to be consummated.

We
acknowledge the Staff’s comment and respectfully advise the Staff that the Amended Preliminary Proxy Statement includes
additional detail beginning on page 25 under the heading “Background of the Sale of the Acquired Assets” regarding
the bids received from the four potential acquirers referenced in the Amended Preliminary Proxy Statement as well as the reasons
why the Company did not pursue certain of them. The Amended Preliminary Proxy Statement also describes the basis for the Company’s
conclusion that the Mylan bid was more favorable than the other bids the Company received and that a transaction with Mylan was
more likely to be consummated than a transaction with any of the other bidders.

Should
you have any questions concerning any of the foregoing, please contact me by telephone at (212) 549-0393.

    Sincerely,

    /s/
    Aron Izower

    Aron Izower

    Reed Smith LLP

    cc:
    Ted
    Karkus

    Chairman
    and CEO of ProPhase Labs, Inc.

Mail Stop 4546

February  14, 2017

Ted Karkus
Chairman and Chief Executive Officer
ProPhase Labs, Inc.
621 N. Shady Retreat Road
Doylestown, PA 18901

Re: ProPhase Labs, Inc.
  Preliminary Proxy Statement on Schedule 14A
Filed January 31, 2017
  File No. 000 -21617

Dear Mr. Karkus:

We have limited our review of your filing to those issues we have addressed in our
comments.  In 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.

General

1. We note your outstanding application for confidential treatment of portions of the Asset
Purchase Agreement and Manufacturing Agreement filed as Appendix A to the proxy
statement.  Please note that the application should be resolved prior to mailing your proxy
statement.

2. Please update your financial statements to the extent required by Article 8-08 of Regulation
S-X.

Ted Karkus
ProPhase Labs , Inc.
February 14, 2017
Page 2

 Proposal No. 1 – Sale of the Acquired Assets

Background of the Sale of the Acquired Assets, page 25

3. Please revise your background discussion to provide further detail regarding the bids you
received from the four potential a cquirers referenced in the first paragraph on page 26 as well
as the reasons why you did not pursue them.  Additionally, please disclose the basis for your
conclusion that the Mylan bid was more favorable than the other bids you received and that a
transac tion with Mylan was more likely to be consummated.

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 Erin Jaskot at (202) 551 -3442 with any
questions.

Sincerely,

 /s/ Erin K. Jaskot, for

Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

CORRESP
1
filename1.htm

ProPhase Labs, Inc.

621 N. Shady Retreat Road

Doylestown, Pennsylvania 18901

August 18, 2015

VIA EDGAR

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attention: Jeffrey P. Riedler, Assistant Director

    Re:
    ProPhase Labs, Inc. –Request for Acceleration

    Registration Statement on Form S-3

    File No. 333- 206090

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the
Securities Act of 1933, as amended, ProPhase Labs, Inc. (the “Registrant”) hereby requests acceleration of the effective
date of its Registration Statement on Form S-3 (File No. 333- 196352) as amended (the “Registration Statement”), so
that it may become effective at 5:00 p.m.. Eastern Standard Time on August 21, 2015, or as soon thereafter as practicable.
Under separate cover, you will receive a letter from the statutory underwriter of the proposed offering joining in the Registrant’s
request for acceleration of the effectiveness of the Registration Statement.

The Registrant hereby authorizes
each of Aron Izower, Esq. and Herbert Kozlov, Esq. of Reed Smith LLP, attorneys for the Registrant, to orally modify or withdraw
this request for acceleration.

The Registrant hereby acknowledges
that:

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

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

    iii.
    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.

The Registrant requests
that it be notified of such effectiveness by a telephone call to Mr. Izower at (212) 549-0393 or, in his absence, Mr. Kozlov at
(212) 549-0241.

    PROPHASE LABS, INC.

    By:
    /s/ Ted Karkus

    Ted Karkus

    Chairman and Chief Executive Officer

CORRESP
1
filename1.htm

DUTCHESS OPPORTUNITY FUND, II, LP

50 Commonwealth Avenue, Suite 2

Boston, MA 02116

Telephone: (617) 301-4700

August 18, 2015

VIA EDGAR

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attention: Jeffrey P. Riedler, Assistant Director

    Re:
    ProPhase Labs, Inc. –Request for Acceleration

    Registration Statement on Form S-3

    File No. 333- 206090

Ladies and Gentlemen:

Pursuant to Rule 461 of
the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended,
Dutchess Opportunity Fund, II, LP as statutory underwriter, hereby requests acceleration of the effective date of the above-referenced
Registration Statement so that it will become effective at 5:00 p.m. Eastern Standard Time on August 21, 2015, or as soon
thereafter as practicable.

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

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

    DUTCHESS OPPORTUNITY FUND, II, LP

    By:
    /s/ Douglas LKeighton

    Douglas H. Leighton

    Managing Member of:

    Dutchess Capital Management, II, LLC

    General Partner to:

    Dutchess Opportunity Fund, II, LP

Mail Stop 4720

August 13 , 2015

Via E -mail
Robert V. Cuddihy, Jr.
Chief Financial Officer and Chief Operating Officer
Prophase Labs, Inc.
621 N. Shady Retreat Road
Doylestown, Pennsylvania 18901

Re: Prophase Labs, Inc.
  Registration Statement on Form S-3
Filed  August 5 , 2015
  File No.  333-206090

Dear Mr. Cuddihy :

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 with respect
to the filing;

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

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

Robert V. Cuddihy, Jr.
Prophase Labs , Inc.
August 13 , 2015
Page 2

 Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceler ation 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 registered securities .

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

Sincerely,

 /s/ Jeffrey P. Riedler

Jeffrey P. Riedler
Assistant Director
Office of Healthcare and Insurance

cc: Via E-mail
 Aron Izower, Esq.
 Reed Smith LLP

Via Facsimile and U.S. Mail
Mail Stop 4720

         January 12, 2010

Robert V. Cuddihy, Jr.
Chief Operating Officer
The Quigley Corporation
Kells Building
621 Shady Retreat Road
P.O. Box 1349
Doylestown, PA 18901

Re:    The Quigley Corporation
 Form 10-K for the Fiscal Year Ended December 31, 2008
 Definitive Proxy Statement on Schedule 14A
 File Number:  000-21617
 Dear Mr. Cuddihy,

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

Jim B. Rosenberg
Senior Assistant Chief
Accountant

CORRESP
1
filename1.htm

      January
5, 2010

      Jim B.
Rosenberg

      Senior
Assistant Chief Accountant

      United
States Securities and Exchange Commission

      100 F
Street, N.E.

      Washington,
D.C. 20549

                Re:

                The
      Quigley Corporation

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

                Filed
      March 9, 2009

                Definitive
      Proxy Statement on Schedule 14A

                Filed
      April 2, 2009

                File Number:
      000-21617

      Dear Mr.
Rosenberg:

      On behalf
of The Quigley Corporation (the “Company”) we hereby transmit via EDGAR the
following responses to the Staff’s verbal comments provided to the Company on
December 15, 2009.  To assist your review, we have typed the text of
the Staff’s comments in bold face type.

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

        Item 7, Management’s
Discussion and Analysis of Financial Condition and Results of
Operations

        Critical Accounting
Estimates, page 27

                1.

                Please
      refer to your response to prior comment one.  Please revise your
      proposed disclosure to clarify what the charge for the $103,000
      represents.

      Response:

      The
Company does not impose a period of time within which product may be
returned.  All requests for product returns must be submitted to the
Company for pre-approval.  The main components of the Company’s
returns policy are: (i) the Company will accept returns that are  due
to damaged product that is un-saleable and such return request activity fall
within an acceptable range, (ii) the Company will accept returns for products
that have reached or exceeded designated expiration dates and (iii) the Company
will accept returns in the event that the Company discontinues a product such
that the customer will have the right to return only such item that it purchased
directly from the Company.  The Company will not accept return
requests pertaining to customer inventory “Overstocking” or
“Resets”.   The Company will only accept return requests for
product in its intended package configuration.  The Company reserves
the right to terminate shipment of product to customers who have made
unauthorized deductions contrary to the Company’s Return Policy or pursue other
methods of reimbursement. The Company compensates the customer for authorized
returns by means of a credit applied to amounts owed or to be owed and in the
case of discontinued product only, also by way of an exchange.  The
Company does not have any significant product exchange history.

            KELLS
BUILDING · 621 N.
Shady Retreat Road ·
PO Box1349 ·
Doylestown, PA 18901-1349 · U.S.A

            Telephone:
215-345-0919 · Fax:
215-345-5920 · For
information: www.quigleyco.com

      The
increase in the fiscal 2008 return provision was principally due to non-routine
returns, obsolete product and product mix realignment by certain of our
customers.  “Non-routine” returns are defined as product returned to
the Company as a consequence of unanticipated circumstances principally due to
(i) retail store closings or (ii) unexpected poor retail sell through to
consumers causing the Company to discontinue the product.  “Obsolete”
returns are defined as product returned to the Company as a consequence of
product shelf-life “use by” expiration date.  “Product mix realignment”
returns are defined as product returned to the Company due to initiatives by the
trade to discontinue purchasing certain of the Company’s
products.  Product mix realignment returns are generally nominal and
are frequently related to discontinued or soon to be discontinued
products.

      The
Company’s return policy accommodates returns for (i) discontinued products, (ii)
store closings and (iii) products that have reached or exceeded designated
expiration date. The following is a summary of the change in the return
provision for the year ended December 31, 2008 (in thousands):

                  Amount

                  Return
      provision at December 31, 2007

                $
                296

                  Return
      provision at December 31, 2008

                1,427

                  Increase
      in the return provision at
      December 31, 2008

                $
                1,131

      For the
year ended December 31, 2008, the return provision increased by $1.1 million to
$1.4 million.  The increase in the return provision was principally
due to (i) a charge of $552,000 attributable to products which were discontinued
during Fiscal 2008 as a consequence of both return criterion of (a) poor retail
sell through to consumers (non-routine returns) and (b) the decreasing
shelf-life of the products as expiration dates came due (obsolete returns), (ii)
a charge of $209,000 due principally to discontinued product flavors
(non-routine returns), (iii) a charge of $165,000 for product returns
attributable to store closings (non-routine returns), (iv) a charge of $102,000
for products with shelf-life expiration dates (obsolete returns) and (v) a
charge of  $103,000 as a consequence of an increase in product returns
experienced due principally to damaged product, claimed shortages and other
related returns during the period.

      We will
provide disclosure of the above-mentioned definitions in future filings, as well
as other subject matters discussed in this response if we determine that a
reasonable investor would consider such information to be material to an
investment decision.

          2

      Item 8.  Financial
Statements and Supplementary Data

      Consolidated Financial
Statements

      Consolidated Statements of
Cash Flows, page F-4

                2.

                Please
      refer to the revised Statements of Cash Flows for the three year fiscal
      period ended December 31, 2008 and the quarterly period ended March 31,
      2008 in response to prior comment three.  Please explain to us
      why the cash flows related to the proceeds from the sale of Darius are not
      presented within your 2008 investing activities for the fiscal year ended
      December 31, 2008 and the interim periods of
  2008.

      Response:

      The
Company has revised the presentation of its Statement of Cash Flows (the
“Statement”) to present the proceeds from the sale of Darius as an investing
activity.

      To
clarify the impact of cash flows on cash and cash equivalents we propose to
revise the cash flows presentation previously provided to you as
follows:

          3

1.  Years ended December 31, 2008, 2007 and
2006:

      THE QUIGLEY
CORPORATION

      CONSOLIDATED STATEMENTS OF CASH FLOWS
(REVISED)

      (in
thousands)

                Year
      Ended
Dec
      31, 2008

                Year
      Ended
Dec
      31, 2007

                Year
      Ended
Dec
      31, 2006

                Cash
      flows from operating activities:

                Net
      loss

              $
              (5,534
              )

              $
              (2,458
              )

              $
              (1,748
              )

                Adjustments
      to reconcile net loss to net cash provided by (used in) operating
      activities:

                Loss
      on asset impairment

              100

              -

              -

                Depreciation
      and amortization

              745

              996

              1,327

                Gain
      on disposal of health and wellness operations

              (736
              )

              -

              -

                Loss
      on the sales of fixed assets

              17

              20

              -

                Sales
      allowance and provision for bad debts

              1,283

              (298
              )

              (341
              )

                Inventory
      valuation provision

              832

              438

              (680
              )

                (Increase)
      decrease in assets and liabilities:

                Accounts
      receivable

              778

              182

              1,664

                Inventory

              323

              (987
              )

              318

                Prepaid
      expenses and other current assets

              (353
              )

              (48
              )

              366

                Other
      assets

              53

              83

              (69
              )

                Accounts
      payable

              311

              (348
              )

              114

                Accrued
      royalties and sales commissions

              41

              328

              451

                Accrued
      advertising

              (63
              )

              (770
              )

              (710
              )

                Other
      current liabilities

              (1,847
              )

              1,551

              265

                Net
      cash (used in) provided by operating activities

              (4,050
              )

              (1,311
              )

              957

                Cash
      flows from investing activities:

                Proceeds
      for the sale of health and wellness operations

              1,000

              -

              -

                Capital
      expenditures

              (200
              )

              (533
              )

              (697
              )

                Proceeds from the sale of fixed assets

              10

              -

              118

                Net
      cash flows provided by (used in) investing
      activities

              810

              (533
              )

              (579
              )

                Cash
      flows from financing activities:

                Principal
      payments on debt

              -

              -

              (1,464
              )

                Stock
      options and warrants exercised

              64

              173

              1,958

                Net
      cash provided by financing activities

              64

              173

              494

                Net
      (decrease) increase in cash and cash equivalents

              (3,176
              )

              (1,671
              )

              872

                Cash
      and cash equivalents at beginning of period

              15,133

              17,757

              16,885

                Less:
      cash and cash equivalents of discontinued operations
      at end of period reported as a component of assets of discontinued
      operations

              -

              (953
              )

              -

                Cash
      and cash equivalents at end of period

              $
              11,957

              $
              15,133

              $
              17,757

                Supplemental
      disclosures of cash flow information:

                Interest

              $
              -

              $
              -

              $
              22

                Taxes

              $
              -

              $
              -

              $
              89

          4

      2.  Three month periods ended
March 31, 2009 and 2008:

      THE
QUIGLEY CORPORATION

      CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS (REVISED)

      (in
thousands)

      (unaudited)

                Three
      Months

                  Ended
March
      31, 2009

                Three
      Months

                  Ended
March
      31, 2008

                Cash
      flows from operating activities:

                Net
      loss

              $
              (2,199
              )

              $
              (1,569
              )

                Adjustments
      to reconcile net loss to net cash provided by (used in) continuing
      operations:

                Depreciation
      and amortization

              157

              182

                Gain
      on disposal of health and wellness operations

              -

              (736
              )

                Sales
      allowance and provision for bad debts

              (536
              )

              (277
              )

                Inventory
      valuation provision

              (176
              )

              23

                Changes
      in operating assets and liabilities:

                Accounts
      receivable

              3,264

              3,482

                Inventory

              (69
              )

              (180
              )

                Accounts
      payable

              (403
              )

              94

                Accrued
      royalties and sales commissions

              (158
              )

              34

                Accrued
      advertising

              (214
              )

              (163
              )

                Other
      operating assets and liabilities, net

              692

              (754
              )

                Net
      cash provided by operating activities

              358

              136

                Cash
      flows from (used by) investing activities:

                Proceeds
      for the sale of health and wellness operations

              -

              1,000

                Capital
      expenditures

              (71
              )

              (12
              )

                Net
      cash flows provided by (used in) investing activities

              (71
              )

              988

                Cash
      flows from financing activities:

                Stock
      options and warrants exercised

              -

              8

                Net
      cash provided by financing activities

              -

              8

                Net
      increase in cash and cash equivalents

              287

              1,132

                Cash
      and cash equivalents at beginning of period

              11,957

              15,133

                Cash
      and cash equivalents at end of period

              $
              12,244

              $
              16,265

                Supplemental
      disclosures of cash flow information:

                Interest

              $
              -

              $
              -

                Taxes

              $
              -

              $
              -

          5

If you
have any questions or comments with respect to the Company’s responses, please
contact the undersigned at (215) 345-0919, our attorneys, Mr. Jason Barr at
(212) 549-5428 or Mr. Herbert Kozlov at (212) 549-0241.

                Sincerely,

                /s/ Robert V. Cuddihy, Jr.

                Robert
      V. Cuddihy, Jr.

                Interim
      Chief Financial Officer

                cc:

                United
      States Securities and Exchange
Commission

      Dana Hartz, Staff
Accountant

      Don Abbott, Review
Accountant

      Bryan Pitko, Staff
Attorney

      Jeffrey Riedler, Assistant
Director

      The Quigley Corporation

      Ted Karkus, Chief Executive
Officer

      Reed Smith LLP

      Herbert F. Kozlov, Esq.

      Jason Barr, Esq.

          6

CORRESP
1
filename1.htm

    November
16, 2009

    Jim B.
Rosenberg

    Senior
Assistant Chief Accountant

    United
States Securities and Exchange Commission

    100 F
Street, N.E.

    Washington,
D.C. 20549

              Re:

              The
      Quigley Corporation

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

                  Filed
      March 9, 2009

                    Definitive
      Proxy Statement on Schedule 14A

                      Filed
      April 2, 2009

                        File Number:
      000-21617

    Dear Mr.
Rosenberg:

    On behalf
of The Quigley Corporation (the “Company”) we hereby transmit via EDGAR the
following responses to the Staff’s comment letter of November 3,
2009.  To assist your review, we have retyped the text of the Staff’s
comments in bold face type.

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

              Item 7, Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations

              Critical Accounting
      Estimates, page 27

              1.

              Please
      refer to your response to prior comment one.  Please revise your
      proposed disclosure to quantify each component of the $586,528 portion and
      the $544,911 portion of the 2008 provision.  It appears that
      both amounts include returns due to discontinued products.  The
      $586,528 portion includes an estimate for returns due to expired products
      and an estimate of returns for discontinued products due to poor retail
      sell through.  The $544,911 is mainly due to discontinued
      products.

    Response:

    The
Company does not impose a period of time within which product may be
returned.  All requests for product returns must be submitted to the
Company for pre-approval.  The main components of the Company’s
returns policy are: (i) the Company will accept returns that are  due
to damaged product that is un-saleable and such return request activity fall
within an acceptable range, (ii) the Company will accept returns for products
that have reached or exceeded designated expiration dates and (iii) the Company
will accept returns in the event that the Company discontinues a product such
that the customer will have the right to return only such item that it purchased
directly from the Company.  The Company will not accept return
requests pertaining to customer inventory “Overstocking” or
“Resets”.   The Company will only accept return requests for
product in its intended package configuration.  The Company reserves
the right to terminate shipment of product to customers who have made
unauthorized deductions contrary to the Company’s Return Policy or pursue other
methods of reimbursement. The Company compensates the customer for authorized
returns by means of a credit applied to amounts owed or to be owed and in the
case of discontinued product only, also by way of an exchange.  The
Company does not have any significant product exchange history.

      KELLS
BUILDING · 621 N.
Shady Retreat Road ·
PO Box1349 ·
Doylestown, PA 18901-1349 · U.S.A

      Telephone:
215-345-0919 · Fax:
215-345-5920 · For
information: www.quigleyco.com

    The
increase in the fiscal 2008 return provision was principally due to non-routine
returns, obsolete product and product mix realignment by certain of our
customers.  “Non-routine” returns are defined as product returned to
the Company as a consequence of unanticipated circumstances principally due to
(i) retail store closings or (ii) unexpected poor retail sell through to
consumers causing the Company to discontinue the product.  “Obsolete”
returns are defined as product returned to the Company as a consequence of
product shelf-life “use by” expiration date.  “Product mix realignment”
returns are defined as product returned to the Company due to initiatives by the
trade to discontinue purchasing certain of the Company’s
products.  Product mix realignment returns are generally nominal and
are frequently related to discontinued or soon to be discontinued
products.

    The
Company’s return policy accommodates returns for (i) discontinued products, (ii)
store closings and (iii) products that have reached or exceeded designated
expiration date. The following is a summary of the change in the return
provision for the year ended December 31, 2008 (in thousands):

                Amount

                Return
      provision at December 31, 2007

              $
              296

                Return
      provision at December 31, 2008

              1,427

                Increase
      in the return provision at
      December 31, 2008

              $
              1,131

    For the
year ended December 31, 2008, the return provision increased by $1.1 million to
$1.4 million.  The increase in the return provision was principally
due to (i) a charge of $552,000 attributable to products which were discontinued
during Fiscal 2008 as a consequence of both return criterion of (a) poor retail
sell through to consumers (non-routine returns) and (b) the decreasing
shelf-life of the products as expiration dates came due (obsolete returns), (ii)
a charge of $209,000 due principally to discontinued product flavors
(non-routine returns), (iii) a charge of $165,000 for product returns
attributable to store closings (non-routine returns), (iv) a charge of $102,000
for products with shelf-life expiration dates (obsolete returns) and (v) a
charge of  $103,000 as a consequence of an increase in product returns
experienced during the period.

    We will
provide disclosure of the above-mentioned definitions in future filings, as well
as other subject matters discussed in this response if we determine that a
reasonable investor would consider such information to be material to an
investment decision.

        2

              2.

              Please
      refer to your response to prior comment two.  It appears that a
      material amount of the current year provision was attributable to a change
      in return estimate for prior period sales, please revise your roll-forward
      schedule on page 28 to separately disclose the amount of the provision due
      to current year sales and prior period sales.  In assessing
      materiality, we believe that consideration should be given to the effect
      on loss from continuing operations before taxes for the periods
      presented.

    Response:

    The
roll-forward of the sales returns and allowance reserve as of December 31, 2008
and 2007 is as follows (in thousands):

               Sales
      Returns and Allowances

                2008

                2007

                 Balance
      at beginning of the period

              $
              296

              $
              473

                 Provision
      for returns and allowance - current period sales

              1,593

              1,104

                 Provision
      for returns and allowance - prior period sales

              761

              -

                 Returns
      and allowances recorded - current period

              (1,223
              )

              (1,281
              )

                 Balance
      at end of the period

              $
              1,427

              $
              296

    For the
year ended December 31, 2008, 2007 and 2006, net sales of products with limited
shelf-life and expiration dates were $265,000, $2.4 million and $317,000,
respectively.

    Approximately
$761,000 of the increase in the Company’s return provision at December 31, 2008
as compared to the return provision at December 31, 2007, was principally due to
(i) a charge of $552,000 for a product with a shelf-life expiration date that
was launched by the Company during Fiscal 2007 and subsequently discontinued in
Fiscal 2008 and (ii) a charge of $209,000 for discontinued product
flavors.  The Company determined in Fiscal 2008 to discontinue these
products due to poor retail sell through to consumers.  The increase
in the return provision for the year ended December 31, 2008 relating to prior
period sales represented 3.7% and 11.9% of the Company’s reported net sales and
net loss from continuing operations, respectively.

        3

    Item 8.  Financial
Statements and Supplementary Data

    Consolidated Financial
Statements

    Consolidated Statements of
Cash Flows, page F-4

              3.

              Please
      refer to the revised Statements of Cash flows for the three year fiscal
      period ended December 31, 2008 and the quarterly period ended March 31,
      2009 in response to prior comment three.  It is not clear
      whether operating, investing and financing activities related to the
      discontinued operations for each period is presented in their respective
      categories, particularly given that you now have included cash and cash
      equivalents of discontinued operations at the bottom of the statements of
      cash flows as part of the reconciliation of beginning cash and cash
      equivalents.  Please revise to appropriate classify operating,
      investing and financing activities related to discontinued operations or
      tell us how your presentation complies with SFAS
  95.

    Response:

    The
Company believes the presentation of its Statement of Cash Flows (the
“Statement”) complies with SFAS 95 (ASC-230).  Each component
reconciling the changes in the Company’s cash flows from operating, investing
and financing activities includes components attributable to both continuing and
discontinued operations.  The reconciliation presented at the bottom
of the Statement references cash balances attributable to discontinued
operations.  These cash balances are presented as a consequence of the
Company’s balance sheet classification of certain cash attributed to the
discontinued operation as of December 31, 2007 and 2006.  At the
December 31, 2007 and 2006, cash balances in the amount $952,000 and $1.5
million, respectively, were reported as a component of assets of discontinued
operations rather than a component of cash and cash equivalents.

        4

    To
clarify the impact of cash flows on cash and cash equivalents we propose to
revise the cash flows presentation previously provided to you as
follows:

                1.

                Years ended December 31, 2008,
      2007 and 2006:

    THE QUIGLEY
CORPORATION

      CONSOLIDATED
STATEMENTS OF CASH FLOWS (REVISED)

      (in
thousands)

                    Year
      Ended

                    Dec
      31, 2008

                    Year
      Ended

                    Dec
      31, 2007

                    Year
      Ended

                    Dec
      31, 2006

                    Cash
      flows from operating activities:

                    Net
      loss

                  $
                  (5,534
                  )

                  $
                  (2,458
                  )

                  $
                  (1,748
                  )

                    Adjustments
      to reconcile net loss to net cash provided by (used in) operating
      activities

                    Loss
      on asset impairment

                  100

                  -

                  -

                    Depreciation
      and amortization

                  745

                  996

                  1,327

                    Loss
      on the sales of fixed assets

                  27

                  20

                  -

                    Sales
      allowance and provision for bad debts

                  1,283

                  (298
                  )

                  (341
                  )

                    Inventory
      valuation provision

                  332

                  438

                  (680
                  )

                    (Increase)
      decrease in assets and liabilities:

                    Accounts
      receivable

                  867

                  182

                  1,664

                    Inventory

                  1,479

                  (987
                  )

                  318

                    Prepaid
      expenses and other current assets

                  80

                  (48
                  )

                  366

                    Other
      assets

                  88

                  83

                  (69
                  )

                    Accounts
      payable

                  156

                  (348
                  )

                  114

                    Accrued
      royalties and sales commissions

                  (290
                  )

                  328

                  451

                    Accrued
      advertising

                  (73
                  )

                  (770
                  )

                  (710
                  )

                    Other
      current liabilities

                  (3,269
                  )

                  1,551

                  265

                    Net
      cash (used in) provided by operating activities

                  (4,009
                  )

                  (1,311
                  )

                  957

                    Cash
      flows from investing activities:

                    Capital
      expenditures

                  (201
                  )

                  (533
                  )

                  (697
                  )

                    Proceeds from the sale of fixed assets

                  17

                  -

                  118

                    Net
      cash flows used in investing activities

                  (184
                  )

                  (533
                  )

                  (579
                  )

                    Cash
      flows from financing activities:

                    Principal
      payments on debt

                  -

                  -

                  (1,464
                  )

                    Stock
      options and warrants exercised

                  64

                  173

                  1,958

                    Net
      cash provided by financing activities

                  64

                  173

                  494

                    Net
      (decrease) increase in cash and cash equivalents

                  (4,129
                  )

                  (1,671
                  )

                  872

                    Cash
      and cash equivalents at beginning of period

                  15,134

                  16,291

                  16,384

                    Add:
      cash and cash equivalents of discontinued operations at beginning of
      period

                  952

                  1,466

                  501

                    Net
      (decrease) increase in cash and cash equivalents

                  (4,129
                  )

                  (1,671
                  )

                  872

                    Less:
      cash and cash equivalents of discontinued operations at end of
      period

                  -

                  (952
                  )

                  (1,466
                  )

                    Cash
      and cash equivalents at end of period

                  $
                  11,957

                  $
                  15,134

                  $
                  16,291

                    Supplemental
      disclosures of cash flow information:

                    Interest

                  $
                  -

                  $
                  -

                  $
                  22

                    Taxes

                  $
                  -

                  $
                  -

                  $
                  89

        5

              2.

              Three
      month periods ended March 31, 2009 and
2008:

    TH

Via Facsimile and U.S. Mail
Mail Stop 4720

         November 3, 2009

Robert V. Cuddihy, Jr.
Chief Operating Officer
The Quigley Corporation
Kells Building
621 Shady Retreat Road
P.O. Box 1349
Doylestown, PA 18901

Re:    The Quigley Corporation
 Form 10-K for the Fiscal Year Ended December 31, 2008
 Filed March 9, 2009
          File Number:  000-21617

Dear Mr. Cuddihy:

  We have reviewed your October 15, 2009 response to our October 5, 2009 letter
and have the following comments.  In our comments, we ask you to provide us with
information to better understand your disc losure.  Where a comment requests you to
revise disclosure, the information you provide should show us what the revised disclosure
will look like and identify the annual or quart erly filing, as applicable, in which you
intend to first include it.  If you do not believe that revi sed disclosure is necessary,
explain the reason in your res ponse.  After reviewing the information provided, we may
raise additional comments and/or request that you amend the above filings.

Item 7. Management’s Discussion and Analys is of Financial Condition and Results of
Operations
Critical Accounting Estimates, page 27
 1. Please refer to your response to prior co mment one.  Please revise your proposed
disclosure to quantify each component of the $586,528 portion and the $544,911
portion of the 2008 return provision.  It appe ars that both amounts include returns due
to discontinued products.  The $586,528 portion includes an estimate for returns due
to expired products and an estimate of re turns for discontinued product due to poor
retail sell through.  The $544,911 is mainly due to discontinued products.
 2. Please refer to your response to prior comme nt two.  As it appears that a material
amount of the current year pr ovision was attributable to a change in return estimate
for prior period sales,  please revise your  roll-forward schedule on page 28 to

Robert V. Cuddihy, Jr.
The Quigley Corporation
November 3, 2009
Page 2
separately disclose the amount of the provi sion due to current year sales and prior
period sales.  In assessing ma teriality, we believe that consideration should be given
to the effect on loss from continuing operations before taxes for the periods presented.
 Item 8.  Financial Statements and Supplementary Data

Consolidated Financial Statements
Consolidated Statements of Cash Flows, page F-4
 3. Please refer to the revised Statements of Ca sh Flows for the three year fiscal period
ended December 31, 2008 and the quarterl y period ended March 31, 2008 in your
response to prior comment three.  It is  not clear whether operating, investing and
financing activities related to the discontinue d operations for each period is presented
in their respective categories,  particularly given that you now have included cash and
cash equivalents of discontinue d operations at the bottom of  the statements of cash
flows as part of a reconciliation of be ginning cash and cash equivalents to ending
cash and cash equivalents.  Please revise to  appropriately classi fy operating, investing
and financing activities related to the di scontinued operations or tell us how your
presentation complies with SFAS 95.

* * * *

 Please provide us the information request ed within 10 busine ss days or tell us
when you will provide us with a response.  Pl ease furnish a cover le tter with your response
that keys your response to our comments.  De tailed cover letters gr eatly facilitate our
review.  Please furnish your letter on EDGAR under the form type label CORRESP.

Please contact Dana Hartz, Staff Account ant, at (202) 551-3648 or Don Abbott,
Review Accountant, at (202) 551-3608 if  you have any questions regarding the
processing of your response as well as any que stions regarding the comments.  In this
regard, do not hesitate to contact me, at (202) 551-3679.

        S i n c e r e l y ,

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

CORRESP
1
filename1.htm

    Unassociated Document

      October
15, 2009

      Jim B.
Rosenberg

      Senior
Assistant Chief Accountant

      United
States Securities and Exchange Commission

      100 F
Street, N.E.

      Washington,
D.C. 20549

                Re:

                The
      Quigley Corporation

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

                Filed
      March 9, 2009

                Definitive
      Proxy Statement on Schedule 14A

                Filed
      April 2, 2009

      File Number:
000-21617

      Dear Mr.
Rosenberg:

      On behalf
of The Quigley Corporation (the “Company”) we hereby transmit via EDGAR the
following responses to the Staff’s comment letter of October 5,
2009.  To assist your review, we have retyped the text of the Staff’s
comments in bold face type.

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

        Item 7, Management’s
Discussion and Analysis of Financial Condition and Results of Operations
Critical Accounting
Estimates, page 27

                1.

                Please
      refer to your revised proposed disclosures in response to prior comment
      five.  Please clarify what you mean by “non-routine” returns,
      “obsolete” product and “product mix realignment” and address how these
      items relate to the main components of the Company’s return policy for
      which you will accept returns as disclosed in your proposed disclosure to
      comment four.  Please separately disclose the amount of the
      increase in the 2008 return provision attributed to each of the
      following:  non-routine returns of obsolete product, product mix
      realignment and returns or return reserves for new products of the company
      which carry a shelf-life expiration
date.

      Response:

      The
Company does not impose a period of time within which product may be
returned.  All requests for product returns must be submitted to the
Company for pre-approval.  The main components of the Company’s
returns policy are: the Company will accept returns that are (i) due to damaged
product that is un-saleable and such return request activity fall within an
acceptable range, (ii) for products of the Company that have reached or exceeded
designated expiration dates, (iii) in the event that the Company discontinues a
product, the customer will have the right to return only such item that it
purchased directly from the Company.  The Company will not accept
return requests pertaining to customer inventory “Overstocking” or
“Resets”.   The Company will only accept return requests for
product in its intended package configuration.  The Company reserves
the right to terminate shipment of product to customers who have made
unauthorized deductions contrary to the Company’s Return Policy or pursue other
methods of reimbursement. The Company compensates the customer for authorized
returns by means of a credit applied to amounts owed or to be owed and in the
case of discontinued product only, also by way of an exchange.  The
Company does not have any significant product exchange history.

      KELLS
BUILDING · 621 N.
Shady Retreat Road ·
PO Box1349 ·
Doylestown, PA 18901-1349 · U.S.A

      Telephone:
215-345-0919 · Fax:
215-345-5920 · For
information: www.quigleyco.com

      The
increase in the fiscal 2008 return provision was principally due to non-routine
returns, obsolete product and product mix realignment by certain of our
customers.

       “Non-routine”
returns are defined as product returned to the Company as a consequence of
unanticipated circumstances principally due to (i) retail store closings or (ii)
unexpected poor retail sell through to consumers causing the Company to
discontinue the product.

      “Obsolete”
returns are defined as product returned to the Company as a consequence of
product shelf-life “use by” expiration date.

      “Product mix realignment”
returns are defined as product returned to the Company due to initiatives by the
trade to discontinue purchasing certain of the Company’s
products.  Product mix realignment returns are generally nominal and
are frequently related to discontinued or soon to be discontinued
products.

      The
Company’s return policy accommodates returns for (i) discontinued products, (ii)
store closings and (iii) products that have reached or exceeded designated
expiration date.

      The
following is a summary of the change in the return provision for the year ended
December 31, 2008:

                      Return
      provision at December 31, 2008

                    $
                    1,427,045

                      Return
      provision at December 31, 2007

                    295,606

                      Increase
      in the return provision at
      December 31, 2008

                    $
                    1,131,439

      For the
year ended December 31, 2008, the return provision increased by $1,131,439 to
$1,427,045. The return provision increase of $1,131,439 was principally due to
(i) an aggregate provision for returns of $586,528 attributable to new product
introductions as a consequence of (a) poor retail sell through to consumers
(resulting in non-routine returns) and (b) the decreasing shelf-life of the
products as expiration dates came due (resulting in obsolete returns), and (ii)
an aggregate provision for returns of $544,911 due principally to discontinued
product (resulting in non-routine returns).

      We will
provide disclosure of the above-mentioned definitions in future filings, as well
as other subject matters discussed in this response if we determine that a
reasonable investor would consider such information to be material to an
investment decision.

          2

                2.

                Disclose
      the net sales that you recognized in each of the three years presented for
      the new products of the company which carry a shelf-life expiration
      date.  You state in your disclosure that “there are no material
      charges to net income in the current period, related to sales from a prior
      period.”  Tell us the amount of the change in your provision
      recorded in 2008 related to sales made in periods before January 1,
      2008.

      Response:

      For the
year ended December 31, 2008, 2007 and 2006, net sales of products with limited
shelf-life and expiration dates were $265,095, $2,389,095 and $317,403,
respectively.

      Approximately
$551,000 of the increase in the Company’s return provision at December 31, 2008
as compared to the return provision at December 31, 2007, was attributable to a
new product with a shelf-life expiration date that was launched by the Company
during fiscal 2007.  The Company determined in fiscal 2008 to
discontinue this product due to poor retail sell through to
consumers.  This increase in the return provision for the year ended
December 31, 2008 represented, as a percentage of net sales (i) 2.7% of the
Company’s fiscal 2008 net sales from continuing operations of $20,506,612, and
(ii) 2.0% of the Company’s fiscal 2007 net sales from continuing operations of
$28,241,502.

      Item 8.  Financial
Statements and Supplementary Data

      Consolidated Financial
Statements

      Consolidated Statements of
Cash Flows, page F-4

                3.

                Please
      refer to the revised Statements of Cash flows for the three year fiscal
      period ended December 31, 2008 and the quarterly period ended March 31,
      2009 in response to prior comment seven.  Please tell us why the
      modification of the cash flow statements to present the cash flows from
      discontinued operations within the cash flows from operating, investing
      and financing activities, resulted in a change to the net (decrease)
      increase in cash and cash equivalents and to the beginning and ending cash
      and cash equivalents balances for the periods
  presented.

      Response:

      The
change to the net (decrease) increase in cash and cash equivalents and to the
beginning and ending cash and cash equivalent balances for the periods presented
was due to treatment of cash held by the discontinued
operation.    At December 31, 2007 and 2006, the Company
included as a component of assets of discontinued operations, cash of $951,736
and $1,466,140, respectively, attributable to the underlying subsidiary held for
sale.  As a consequence of the revised presentation of the statement
of cash flows, the beginning and ending cash and cash equivalents were adjusted
to include cash balances related to discontinued operations at the respective
period ended.

      To
clarify the impact of cash flows on cash and cash equivalents we propose to
revise the cash flows presentation previously provided to you as
follows:

          3

        1. Years ended December 31, 2008, 2007 and
2006:

      THE
QUIGLEY CORPORATION

      CONSOLIDATED
STATEMENTS OF CASH FLOWS (REVISED)

                                      Year
      Ended

                                      Year
      Ended

                                      Year
      Ended

                                      Dec 31, 2008

                                      Dec 31, 2007

                                      Dec 31, 2006

                                      Cash
      flows from operating activities:

                                      Net
      loss

                                    $
                                    (5,534,286
                                    )

                                    $
                                    (2,458,337
                                    )

                                    $
                                    (1,748,345
                                    )

                                      Adjustments
      to reconcile net loss to net cash provided by (used in) operating
      activities:

                                      Loss
      on asset impairment

                                    100,000

                                    -

                                    -

                                      Depreciation
      and amortization

                                    745,386

                                    996,161

                                    1,326,920

                                      Loss
      on the sales of fixed assets

                                    26,925

                                    19,737

                                    -

                                      Sales
      allowance and provision for bad debts

                                    1,282,599

                                    (297,777
                                    )

                                    (340,726
                                    )

                                      Inventory
      valuation provision

                                    332,093

                                    437,784

                                    (680,290
                                    )

                                      (Increase)
      decrease in assets and liabilities:

                                      Accounts
      receivable

                                    866,745

                                    182,261

                                    1,663,519

                                      Inventory

                                    1,478,533

                                    (987,307
                                    )

                                    318,250

                                      Prepaid
      expenses and other current assets

                                    80,405

                                    (48,421
                                    )

                                    365,754

                                      Other
      assets

                                    87,760

                                    82,841

                                    (69,282
                                    )

                                      Accounts
      payable

                                    155,976

                                    (347,785
                                    )

                                    113,829

                                      Accrued
      royalties and sales commissions

                                    (289,566
                                    )

                                    328,439

                                    451,048

                                      Accrued
      advertising

                                    (73,420
                                    )

                                    (770,498
                                    )

                                    (710,155
                                    )

                                      Other
      current liabilities

                                    (3,267,699
                                    )

                                    1,551,304

                                    266,421

                                      Net
      cash (used in) provided by operating activities

                                    (4,008,549
                                    )

                                    (1,311,598
                                    )

                                    956,943

                                      Cash
      flows from investing activities:

                                      Capital
      expenditures

                                    (200,544
                                    )

                                    (533,034
                                    )

                                    (697,479
                                    )

                                      Proceeds
      from the sale of fixed assets

                                    16,698

                                    -

                                    118,276

                                      Net
      cash flows used in investing activities

                                    (183,846
                                    )

                                    (533,034
                                    )

                                    (579,203
                                    )

                                      Cash
      flows from financing activities:

                                      Principal
      payments on debt

                                    -

                                    -

                                    (1,464,286
                                    )

                                      Stock
      options and warrants exercised

                                    63,909

                                    173,155

                                    1,958,135

                                      Net
      cash provided by financing activities

                                    63,909

                                    173,155

                                    493,849

                                      Net
      (decrease) increase in cash and cash equivalents

                                    (4,128,486
                                    )

                                    (1,671,477
                                    )

                                    871,589

                                      Cash
      and cash equivalents at beginning of period

                                    15,133,546

                                    16,290,619

                                    16,383,887

                                      Add:
      cash and cash equivalents of discontinued operations
      at beginning of period

                                    951,736

                                    1,466,140

Via Facsimile and U.S. Mail
Mail Stop 4720

         October 5, 2009

Ted Karkus
Chief Executive Officer
The Quigley Corporation
Kells Building
621 Shady Retreat Road
P.O. Box 1349
Doylestown, PA 18901

Re:    The Quigley Corporation
 Form 10-K for the Fiscal Year Ended December 31, 2008
 Filed March 9, 2009
 Definitive Proxy Statement on Schedule 14A
 Filed April 2, 2009
          File Number:  000-21617

Dear Mr. Karkus:

  We have reviewed your August 20, 2009 response to our July 22, 2009 letter and
have the following comments.  In our comments, we ask you to provide us with
information to better understand your disc losure.  Where a comment requests you to
revise disclosure, the information you provide should show us what the revised disclosure
will look like and identify the annual or quart erly filing, as applicable, in which you
intend to first include it.  If you do not believe that revi sed disclosure is necessary,
explain the reason in your res ponse.  After reviewing the information provided, we may
raise additional comments and/or request that you amend the above filings.

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

Item 7. Management’s Discussion and Analys is of Financial Condition and Results of
Operations
Critical Accounting Estimates, page 27
 1. Please refer to your revised pr oposed disclosures in respons e to prior comment five.
Please clarify what you mean by “non-rout ine” returns, “obsolete” product and
“product mix realignment” and address how these items relate to the main
components of the Company’s return po licy for which you will accept returns as
disclosed in your proposed disclosure to co mment four.  Please separately disclose
the amount of the increase in the 2008 return  provision attributed to each of the

Ted Karkus
The Quigley Corporation
October 5, 2009
Page 2
following:  non-routine returns of obsol ete product, product mix realignment and
returns or return reserves for new products  of the company which carry a shelf-life
expiration date.
 2. Disclose the net sales that you recognized in  each of the three years presented for the
new products of the company which carry a shelf-life expiration date.  You state in
your disclosure that “there are no material ch arges to net income in  the current period,
related to sales from a prior period.”  Te ll us the amount of the change in your
provision recorded in 2008 rela ted to sales made in periods before January 1, 2008.
 Item 8.  Financial Statements and Supplementary Data

 Consolidated Financial Statements

 Consolidated Statements of Cash Flows, page F-4

 3. Please refer to the revised Statements of Ca sh flows for the three year fiscal period
ended December 31, 2008 and the quarterly period ended March 31, 2009 in response
to prior comment seven.  Please tell us  why the modification of the cash flow
statements to present the cash flows from  discontinued operations within the cash
flows from operating, investing and financing activities, re sulted in a change to the
net (decrease) increase in cash and cash equivalents and to th e beginning and ending
cash and cash equivalents balances  for the periods presented.

Definitive Proxy Statement on Schedule 14A

Executive Compensation

Compensation Discussion and Analysis
 4. We note your response to Comment 12 and your statement that “the new
Compensation Committee may set incentive pr ograms and thresholds during 2009.”
Please confirm that you will provide the following disclosure, to the extent applicable, in your 2009 Proxy Statement if incentive programs are used to provide
compensation to named executive officers:
• All corporate, business unit or depa rtmental and individual performance
criteria;
• The established threshold, target and maximum levels of achievement for each
criteria, quantifying them to the extent they are quantifiable;
• An explanation of how the level of achievement will affect actual bonuses
paid, and;
• The actual levels of achievement  with respect to objectives.

Ted Karkus
The Quigley Corporation
October 5, 2009
Page 3  5. We note your response to Comment 13.  Pl ease provide proposed disclosure for your
2009 proxy statement which includes the following:
• Identification of the independent consultant firm;
• Discussion as to whether the Committ ee uses benchmarking in setting each
major component of executiv e compensation, and, if so;
• The peer group companies and related data used, and
• How this information is used in the process of setting executive compensation
for each component in which benchmarking is a factor.

If you have not yet determined whethe r you will rely on benchmarking to set
compensation levels for your named executive  officers, please confirm that you will
provide all of the disclosure  requested in this comment  in your 2009 Proxy Statement
to the extent that you determine to engage  in any benchmarking of compensation for
your named executive officers in 2009.

6. We note that your response to Comment 14.   Please provide proposed disclosure for
your 2009 proxy statement which discusses th e process by which the compensation is
set for your current CEO and CFO and whether your current CEO and CFO
recommend compensation for themselves to the Compensation Committee.

* * * *

 Please provide us the information request ed within 10 busine ss days or tell us
when you will provide us with a response.  Pl ease furnish a cover le tter with your response
that keys your response to our comments.  De tailed cover letters gr eatly facilitate our
review.  Please furnish your letter on EDGAR under the form type label CORRESP.

Please contact Dana Hartz, Staff Account ant, at (202) 551-3648 or Don Abbott,
Review Accountant, at (202) 551-3608 if  you have any questions regarding the
processing of your response as well as any questions regarding comments on the financial
statements and related matters.  You may cont act Bryan Pitko, Staff Attorney, at (202)
551-3203 or
Jeffrey Riedler , Assistant Director , at (202) 551-3715 with questions on any
of the other comments.  In this regard, do not hesitate to contact  me, at (202) 551-3679.

        S i n c e r e l y ,

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

CORRESP
1
filename1.htm

              August
      20, 2009

    Jim B.
Rosenberg

    Senior
Assistant Chief Accountant

    United
States Securities and Exchange Commission

    100 F
Street, N.E.

    Washington,
D.C. 20549

              Re:

              The
      Quigley Corporation

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

              Filed
      March 9, 2009

              Definitive
      Proxy Statement on Schedule 14A

              Filed
      April 2, 2009

              File Number:
      000-21617

    Dear Mr.
Rosenberg:

    On behalf
of The Quigley Corporation (the “Company”) we hereby transmit via EDGAR the
following responses to the Staff’s comment letter of July 22,
2009.  We have also attached a letter from the Company including
representations regarding its disclosure.  To assist your review, we
have retyped the text of the Staff’s comments in bold face type.

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

    Item
1.  Business

    Overview, page
10

              1.

              We
      note that your company refers to five specific customers that together
      account for a significant percentage of sales volume.  We
      further note that these top five customers represented 48% of your
      company’s consolidated gross revenue for the 2008 fiscal
      year.  To the extent that you have relationships that exceed 10%
      of revenue with any of these individual customers, please disclose this
      information in your Business section pursuant to item 101(c)(vii) of
      Regulation S-K.

      Response:

              For
      the fiscal years ended December 31, 2008, 2007 and 2006, gross revenues
      from Wal-Mart Stores, Inc., and Walgreen Co., as a percentage of
      consolidated gross revenues, were as
follows:

              Customer
      Name

              Fiscal
      Year 2008

              Fiscal
      Year 2007

              Fiscal
      year 2006

                     Wal-Mart

              13.5%

              14.2%

              12.6%

                     Walgreens

              13.7%

              13.4%

              15.2%

    We will
provide this disclosure in future filings.

      KELLS
BUILDING · 621 N.
Shady Retreat Road ·
PO Box1349 ·
Doylestown, PA 18901-1349 · U.S.A

      Telephone:
215-345-0919 · Fax:
215-345-5920 · For
information: www.quigleyco.com

              2.

              In
      your Business section, we note that you list a total of 33
      U.S.  and foreign patents; and on page 10, you indicate some of
      these patents that have been assigned to the company.  Please
      provide us with the following
disclosure:

              a.

              Identify
      who originated the patents,

              b.

              Who
      assigned the patents to the
company,

              c.

              When
      the patents were assigned to the
company,

              d.

              The
      material terms of any agreements related to the assignment of the patents;
      and please file these agreements as exhibits to your Form
      10-K.

    Additionally,
to the extent that any other intellectual property or know-how were in-licensed
or otherwise acquired, please disclose the material terms of the related
in-licensing or acquisition agreements and file these agreements as exhibits to
your Form 10-K.

      Response:

    The list
of the 33 U.S. and foreign concepts and/or inventions, patent applications and
patents that  are subject to an Agreement (defined below), were
originated by Dr. Rosenbloom, Executive Vice President and Chief Operating
Officer, Quigley Pharma Inc., (“Pharma”), a wholly-owned subsidiary of the
Company prior to the date he became employed by The Quigley
Corporation.

    The 33
U.S. and foreign patents were assigned by Dr. Richard Rosenbloom, to the Company
pursuant to the Agreement on
Assignment and Compensation for Inventions (the
“Agreement”).   The Agreement was executed between Dr. Richard
Rosenbloom and the Company dated July 2, 2008.

    The
Agreement was filed as Exhibit 10.1 to the Company’s Form 10-Q for the quarter
ended June 30, 2009.

    The
Company has no other such agreements.

              3.

              We
      further note that you have referenced in your Business section that you
      procure the raw materials used in the production of your cold-remedy
      products from a single vendor, but you do not disclose the name of this
      vendor or the extent of your company’s production requirements being
      fulfilled by this vendor.  Please disclose this information in
      your Business section pursuant to item 101(c) of Regulation
      S-K.  In addition, please either file the related contracts as
      exhibits to your Form 10-K, or alternatively, provide us with a
      substantive analysis as to why your company is not substantially dependent
      upon the arrangements.

      Response:

              The
      single source vendor referenced in our Annual Report on Form 10-K was our
      wholly-owned subsidiary, Quigley Manufacturing Inc.
      (“QMI”).  Prior to October 2004, QMI was a third party contract
      manufacturer requiring the disclosure of a single source
      supplier.  As a consequence of the Company’s acquisition of QMI
      in October 2004, this disclosure is no longer
  pertinent.

    In
response to the Staff’s comment, we made the following disclosure in the
Company’s Form 10-Q for the quarter ended June 30, 2009 and we will provide
similar disclosure in our future filings.

    The
primary revenue producing product of the Company’s cold remedy segment is the
Cold-EEZEÒ
zinc gluconate glycine lozenge product which is available in various flavors for
purchase by the consumer at retail stores.  The Company also produces
zinc private label lozenge products for sale to retail customers.  Net
sales from zinc lozenge products accounted for 98.9% and 89.9% of the cold
remedy segment net sales for the years ended December 31, 2008 and 2007,
respectively.  These zinc lozenge products are manufactured by Quigley
Manufacturing Inc., the Company’s wholly-owned subsidiary.  The
constituent raw materials and packaging used in the manufacture and presentation
of these items are procured from various sources with additional suppliers
having been identified in the event that alternatives are
required.  While the absence of a current raw materials or packaging
source may cause short term interruption, identified alternative sources would
fill the Company’s needs in a short time and any transition period would be
mitigated by adequate levels of finished product available for
sale.  Other products within the cold remedy segment such as
Cold-EEZEÒ Sugarfree
tablets, Kids-EEZEÒ
Chest Relief and Immune Support Complex 10 are manufactured for the Company by
third party contract manufacturers and while currently purchased from single
sources do not constitute a material revenue risk to the Company if product
availability was jeopardized.

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

    Critical Accounting
Estimates, page 27

              4.

              Please
      revise your disclosure which discusses the terms of your sales return
      policy, including the amount of time after a sale in which the product can
      be returned, for what reasons a return is accepted and the form of the
      return (i.e.  credit issued, cash returned, product exchanged
      out of inventory for returned product).  If you exchange product
      out of inventory, disclose in your notes to financial statements how you
      account for your estimate of these returns at the time of sale of the
      product and how you account for returns at the date they are actually
      returned to you Provide us an analysis supporting your accounting
      treatment with reference to the authoritative literature you rely upon to
      support your accounting.  It also may be helpful to provide us
      an example showing the journal entries
made.

    Response:

    In
response to the Staff’s comment, we made the following disclosure in the
Company’s Form 10-Q for the quarter ended June 30, 2009 and we will provide
similar disclosure in our future filings.

    Critical Accounting
Policies

    The
preparation of financial statements in conformity with generally accepted
accounting principles require management to make estimates and
assumptions.  Those estimates and assumptions affect the reported
amounts of assets and liabilities, disclosure of contingent assets and
liabilities, and the reported revenues and expenses of the
Company.   The Company’s significant accounting policies are
described in Note 2 of Notes to Condensed Consolidated Financial Statements
included under Item 8 of this Part II.     However,
certain accounting policies are deemed “critical”, as they require management’s
highest degree of judgment, estimates and assumptions.  The Company
applies the principles of Statement of Financial Accounting Standard No. 48
“Revenue Recognition When
Right of Return Exists”, relative to accounting for product
returns.  These accounting estimates and disclosures have been
discussed with the Audit Committee of the Company’s Board of
Directors.  A discussion of the Company’s critical accounting
policies, the judgments and uncertainties affecting their application and the
likelihood that materially different amounts would be reported under different
conditions or using different assumptions are as follows:

    Sales Returns and
Allowances

    The
Company is organized into three different but related business segments, cold
remedy, contract manufacturing and ethical pharmaceutical. When providing for
the appropriate sales returns, allowances, cash discounts and cooperative
incentive promotion costs, each segment applies a uniform and consistent method
for making certain assumptions for estimating these provisions that are
applicable to that specific segment. Traditionally, these provisions are not
material to net income in the contract manufacturing segment. The ethical
pharmaceutical segment does not have any revenues.

    The primary product in the cold remedy
segment, Cold-EEZEÒ,
has been clinically proven to reduce the severity and duration of common cold
symptoms. Accordingly, factors considered in estimating the appropriate sales
returns and allowances for this product include it being (i) a unique product
with limited competitors, (ii) competitively priced, (iii) promoted, (iv)
unaffected for remaining shelf-life as there is no product expiration date, and
(v) monitored for inventory levels at major customers and third-party
consumption data.  The Company has recently added new products to the
cold remedy segment such as Kids-EEZEÒ
Chest Relief, ISC-10 immune product and Organix Organic Cough and Sore Throat
Drops.  Each of these new products do carry shelf-life expiration
dates for which the Company aggregates such new product market experience data
and updates its sales returns and allowances estimates accordingly.

    Currently,
the Company does not impose a period of time within which product may be
returned.  All requests for product returns must be submitted to the
Company for pre-approval.  The main components of the Company’s
returns policy are: the Company will accept returns  that are (i) due
to damaged product that is un-saleable and such return request activity fall
within an acceptable range, (ii) for products of the Company that have reached
or exceeded designated expiration dates, (iii) in the event that the Company
discontinues a product, the customer will have the right to return only such
item that it purchased directly from the Company.  The Company will
not accept return requests pertaining to customer inventory “Overstocking” or
“Resets”.   The Company will only accept return requests for
product in its intended package configuration.  The Company reserves
the right to terminate shipment of product to customers who have made
unauthorized deductions contrary to the Company’s Return Policy or pursue other
methods of reimbursement. The Company compensates the customer for authorized
returns by means of a credit applied to amounts owed or to be owed and in the
case of discontinued product only, also by way of an exchange.  The
Company does not have any significant product exchange history.

    Additionally,
as requested, the following forms of journal entries utilized by the Company to
reflect general and specific return transactions generated by actual or
anticipated product return activity are provided supplementally to the
Staff:

              1.
      General provision for

              Dr.
      Returns expense (component of net sales)

              $XXX

              estimated
      future returns:

              Cr.
      Accounts receivable return allowance

              $XXX

              2. Recognizing
      specific

              Dr.
      Accounts receivable return allowance

              $XXX

              return
      transactions

              Cr.
      Customer account receivable

              $XXX

              (where
      a provision has been booked)

              Recognizing
      specific

              Dr.
      Returns expense (component of net sales)

              $XXX

              return
      transactions

              Cr.
      Customer account receivable

              $XXX

              (where
      a provision has NOT been booked)

              5.

              You
      have explained the increase in the return amount for the past two years as
      non-routine.  Disclose why you believe the increase is
      non-routine and not a developing
trend.

    Response:

    In
response to the Staff comments, the following revised disclosure was
incorporated into the recent filing of the Company’s Form 10-Q for the quarter
ended June 30, 2009 and will be incorporated into future filings:

    The
increase in the 2008 return amount was principally due to non-routine returns of
obsolete product and product mix realignment by certain of our
customers.  This increase was largely related to returns or return
reserves for new products of the Company which carry a shelf-life expiration
date, whereas the Cold-EEZEÒ
lozenge product does not have an expiry date and historically the lozenge
product had been the primary constituent of cold remedy sales prior to the
launch of the products that carry expiry dates.  While these factors
resulted in higher returns to the Company in 2008 compared to previous years,
future returns provisions will accommodate these changing components in
evaluating product return reserves along with recognizing evolving changes in
the complexion of the Company’s cold remedy products, particularly with the
addition of products with expiry dates.

    Results of
Operations

    Year ended December 31, 2008
compared with same period 2007, page 28

              6.

              Please
      revise your disclosure to explain your large increase in obsolete
      inventory during 2008 of approximately $830,000.  Please state
      which product(s) were considered obsolete and the expected effects on
      future financial position and results of operations of the product(s)
      going obsolete.

    Response:

    In
response to Staff comments, the following provides additional information on a
particular set of facts specific to circumstances existing at December 31, 2008
and 2007:

    Product
obsolescence provisions increased by approximately $830,000 at December 31, 2008
as compared to December 31, 2007.  This increase was principally due
to (i) a charge of $510,000 for the ISC-10 product as a consequence of pending
product expiration dates and (ii) a charge of $200,000 for inventory impairment
in connection with QMI’s Elizabethtown facility planned closure in
2009.

    No
s

Via Facsimile and U.S. Mail
Mail Stop 4720

         July 22, 2009

Ted Karkus
Chief Executive Officer
The Quigley Corporation
Kells Building
621 Shady Retreat Road
P.O. Box 1349
Doylestown, PA 18901

Re:    The Quigley Corporation
 Form 10-K for the Fiscal Year Ended December 31, 2008
 Filed March 9, 2009
 Definitive Proxy Statement on Schedule 14A
 Filed April 2, 2009
          File Number:  000-21617

Dear Mr. Karkus:

 We have reviewed your filings and have the following comments.  In our comments, we ask you to provide us with info rmation to better understand your disclosure.
Where a comment requests you to revise disc losure, the information you provide should
show us what the revised di sclosure will look like and iden tify the annual or quarterly
filing, as applicable, in which you intend to first include it.  If you do not believe that
revised disclosure is necessary, explain the r eason in your response.  After reviewing the
information provided, we may raise additiona l comments and/or request that you amend
your filing

 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 filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our  comments or on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

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

Item 1. Business

Overview, page 10

1. We note that your company refers to five specific customers that together account for
a significant percentage of  sales volume. We further note that these top five

Ted Karkus
The Quigley Corporation
July 22, 2009
Page 2
customers represented 48% of your compa ny’s consolidated gross revenue for the
2008 fiscal year. To the extent that you have relationships that exceed 10% of
revenue with any of these individual custom ers, please disclose this information in
your Business section pursuant to it em 101(c)(vii) of Regulation S-K.

2. In your Business section, we note that you lis t a total of 33 U.S. and foreign patents;
and on page 10, you indicate some of these pa tents that have been assigned to the
company. Please provide us with the following disclosure:

a. Identify who originat ed the patents,
b. Who assigned the patents to the company,
c. When the patents were assigned to the company,
d. The material terms of any agreements re lated to the assignment of the patents;
and please file these agreements as  exhibits to your Form 10-K.

Additionally, to the ex tent that any other intellect ual property or know-how were
in-licensed or otherwise acqui red, please disclose the material terms of the related
in-licensing or acquisition agreements and file these agreements as exhibits to
your Form 10-K.

3. We further note that you have referenced in your Business section that you procure
the raw materials used in the production of  your cold-remedy products from a single
vendor; but you do not disclose the name of  this vendor or the extent of your
company’s production requireme nts being fulfilled by this vendor. Please disclose
this information in your Business section pur suant to item 101(c) of Regulation S-K.
In addition, please either  file the related contracts as exhibits to your Form 10-K, or
alternatively, provide us with a substantiv e analysis as to why your company is not
substantially dependent upon the arrangements.

Item 7. Management’s Discussion and Analys is of Financial Condition and Results of
Operations
Critical Accounting Estimates, page 27

4. Please revise your disclosure which discusse s the terms of your sales return policy,
including the amount of time after a sale in which the product can be returned, for
what reasons a return is accepted and the form  of the return (i.e. credit issued, cash
returned, product exchanged out of inventory for returned product).  If you exchange
product out of inventory, disclose in your  notes to financial statements how you
account for your estimate of these returns at  the time of sale of the product and how
you account for returns at the date they are actually returned to you.  Provide us an
analysis supporting your acc ounting treatment with refe rence to the authoritative
literature you rely upon to support your accountin g.  It also may be helpful to provide
us an example showing the journal entries made.

Ted Karkus
The Quigley Corporation
July 22, 2009
Page 3
5. You have explained the increase in the retu rn amount for the past two years as non-
routine.  Disclose why you believe the increase is non-routine and not a developing
trend.

Results of Operations

Year ended December 31, 2008 compared with same period 2007, page 28

6. Please revise your disclosure to explain your large increase in  obsolete inventory
during 2008 of approximately $830,000.  Pl ease state which product(s) were
considered obsolete and the expected eff ects on future financial position and results
of operations of the product(s) going obsolete.

Item 8.  Financial Statements and Supplementary Data

Consolidated Statements of Cash Flows, page F-4

7. It appears that your presentation of cash flows from discontinued operations does not
meet the basic requirement in SFAS 95 to present cash flows as either an operating,
investing, or financing activity.  Please revise  your disclosure or explain to us how
SFAS 95 supports aggregating net cash flow s from discontinued operations into a
single category. This comment also applie s to your Form 10-Q for the quarterly
period ended March 31, 2009.
  Notes to Consolidated Financial Statements

Note 13 – Income Taxes, page F-17

8. Please revise your reconciliation of the stat utory federal income tax expense table to
break out and separately identify each material individual permanent and other
difference.  Explain the reason for materi al changes in the permanent and other
differences amounts for the years presented.

Item 9A(T). Controls and Procedures, page 34

9. In accordance with paragraph b of Item 308T of Regulation S-K, please confirm to us
that there was no change in your internal c ontrol over financial reporting identified in
connection with the evaluation requir ed by paragraph (d) of §240.13a-15 or
§240.15d-15 of this chapter that occurred during your last fis cal quarter (the fourth
quarter in an annual report) that has materi ally affected, or is reasonably likely to
materially affect, your intern al control over financial repor ting.  This comment also
applies to your Form 10-Q for the quarterly period ended March 31, 2009. Please
revise your disclosure in future f ilings to provide this information.

Ted Karkus
The Quigley Corporation
July 22, 2009
Page 4
Item 15. Exhibits

General

10. We note that you have not included as exhib its, nor incorporated by reference, any of
the employment agreements related to your named executive officers. We further note
that on July 2, 2008, your company entered into an agreement with Dr. Richard
Rosenbloom whereby your company agreed  to compensate Dr. Rosenbloom for
assigning to the company, the entire right , title and interest in and to Dr.
Rosenboom’s concepts and/or inventions ma de prior to the date he became and
employee of The Quigley Corporation. Pu rsuant to item 601(b)(10)(ii)(A) of
Regulation S-K, please either file or inco rporate by reference in your next 10-Q all
employment agreements and compensation agreements of your named executive
officers.

Exhibits 31.1 and 31.2

11. The executive certifications you have filed as exhibits to your Form 10-K do not
contain the exact certific ation wording required by item 601(b)(27)-(30) of
Regulation S-K. Please tell us why these certifications do not include the entire
introductory language of paragraph 4 to also  address your officers’  responsibility for
establishing and maintaining internal cont rol over financial reporting. This comment
also applies to the certifi cations filed with your Form 10-Q for the quarterly period
ended March 31, 2009.

Definitive Proxy Statement on Schedule 14A

Executive Compensation
Compensation Discussion and Analysis
Summary Compensation Table, page 9

12. We note that the determination of performance-based incentive compensation for
your executive officers has historically b een based upon sales, profit and stock price
performance. Further to your summary compen sation table, we note that the payout of
bonuses in 2007 and 2006 was based upon “specifi ed sales and net income goals,” but
that the threshold levels for these goals we re not quantified. We also note that since
threshold levels were not achieved, none of your named executive officers received
performance-based incentive compensati on for 2008. However, you should still
disclose the established threshold and target  levels for all company, departmental or
business unit and individual goals or performance criteria . Please provide us with
draft disclosure for your 2009 proxy stat ement that provides the following:

a. All corporate, business unit or depa rtmental and individual performance
criteria,
b. The established threshold and target leve ls of achievement for each criteria,
quantifying them to the extent  they are quantifiable,

Ted Karkus
The Quigley Corporation
July 22, 2009
Page 5
c. An explanation of how the level of achievement will affect actual bonuses
paid, and,
d. Confirmation that you will disclose th e actual levels of achievement.

13. We further note that you do not provide a ny description of whether or not your
company engages in any benchmarking of total compensation for your named
executive officers. Please provide us with draft disclosure for your 2009 proxy
statement that contains a comprehensive discussion of benchmarking addressing the
following issues:

a. Whether the Committee uses benchmarki ng in setting each major component
of executive compensation, and, if so,
b. The peer group companies and re lated data they use, and
c. How they use this information in  the process of setting executive
compensation for each component in which benchmarking is a factor.

14. In your Compensation Discussion and Anal ysis, we note that your CEO and CFO
recommend compensation to the Compen sation Committee for all participating
officers. However, your discus sion is unclear as to whether this also refers to
compensation of the CEO and CFO themselves. Please provide us with draft
disclosure of your 2009 proxy statement whic h includes a discussion of the process
for setting CEO and CFO compensation, and whether or not the CEO and CFO
recommend compensation for themselves to the Compensation Committee.
15. In your Compensation Discussion and Analysis, we further note that the base salary
levels of your named executive officers ar e reviewed annually as part of the
Company’s performance review process. However, we note that you do not discuss
what the performance review process was a nd what decisions were made about base
salary in 2009 based upon 2008 executive pe rformance. Please provide us with
disclosure relating to your Compensation Committee’s performanc e review process
for your named executive officers’ 2008 perfor mance reviews, the results of this
review process and the decisions regarding executive base salary that were made
based upon these results.  For your future pr oxy statements, we ask that you include
disclosure comparable to the informati on being asked for you to provide us; and
please provide confirmation that you will do so.

16. We note that you do not provide any narrative de scription as to the material terms of
each of your named executive officer’s employment agreements. Pursuant to item
402(o) of Regulation S-K, please provide us with draft disclosure for your 2009 proxy
statement which includes this information.

Certain Relationships and Re lated Transactions, page 12

17. We note that you discuss the employment of an “individual related to the Company’s
Chief Executive Officer” that earned an  aggregate compensation in 2008 of $229,115.
Pursuant to item 404(a) of Regulation S-K, please identify  this individual and state

Ted Karkus
The Quigley Corporation
July 22, 2009
Page 6
his/her relationship to your Chief Executive Officer; and please also file the related
employment contracts.

* * * *
 Please provide us the information request ed within 10 busine ss days or tell us
when you will provide us with a response.  Pl ease furnish a cover le tter with your response
that keys your response to our comments.  De tailed cover letters gr eatly facilitate our
review.  Please furnish your letter on EDGAR under the form type label CORRESP.

 We urge all persons who are responsible  for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our co mments, please provide, in your letter, a
statement from the company acknowledging that:

• the company is responsible for the adequacy and accuracy of the disclosure in
the filings;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking a ny action with respect to the filings;
and
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

 In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filings or in response to our comments on your filings.

Please contact Dana Hartz, Staff Account ant, at (202) 551-3648 or Don Abbott,
Review Accountant, at (202) 551-3608 if  you have any questions regarding the
processing of your response as well as any questions regarding comments on the financial
statements and related matters.  You may cont act Bryan Pitko, Staff Attorney, at (202)
551-3203 or
Jeffrey Riedler , Assistant Director , at (202) 551-3715 with questions on any
of the other comments.  In this regard, do not hesitate to contact  me, at (202) 551-3679.

        S i n c e r e l y ,

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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0303

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3628

April 24, 2009

By Facsimile and U.S. Mail

Aron Izower, Esq. Reed Smith LLP 599 Lexington Avenue 22
nd Floor
New York, NY 10012
Re:   Quigley Corporation  Revised Proxy Statement on Schedule 14A  filed by Ted Karkus et al.
Filed April 21, 2009 File No. 0-21617

Dear Mr. Izower:

We have reviewed your  filings and have the following co mments.  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 a comment is inapplicable or a revision is unnecessary.
Please be as detailed as necessa ry in your explanation.  In some  of our comments, we may ask
you to provide us with supplemental informati on so we may better understand your disclosure.
After reviewing this information, we ma y or may not raise additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements and to enhance the overall disclosure in
your filings.  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.
 Schedule 14A

1. We note your response to comment one in our letter dated April 16, 2009.  Please advise us
as to how your notice of intern et availability complies with the requirements in Rule 14a-
16.  For example, it does not appear to contai n all of the information required by Rule 14a-
16(c)(1) and contains supporting statements when Rule 14a-16(c)(3) specif ically states that
no supporting statements be included.  Please refer to Rule 14a-16 and SEC Release No.
34-56135 in your analysis.

Aron Izower, Esq.
Quigley Corporation April 24, 2009 Page 2   Reasons for the Solicitation, page 2

2. We note your response to comment six in our  letter dated April 16, 2009.  Please revise
your disclosure to include the support for your statements.
3. We note that the participants collectively own over 10% of th e shares outstanding.  Please
revise to include the information requ ired by Item 405 of Regulation S-K and
corresponding Item 7(b) of Schedule 14A.
 Proposal One—Election of  Directors, page 4

4. We note your statement that one or more Shareholder Nominees qualify as an audit
committee financial expert.  Please revi se to identify these individuals.
 What is a quorum, page 11

5. We note your response to comment 12 in our le tter dated April 16, 2009.  Please revise to
clearly state the effect of broker non-votes and abstentions on the quorum requirement.

Please direct any questions to me at ( 202) 551-3411.  You may also contact me via
facsimile at (202) 772-9203.  Please send all correspondence to us at the following ZIP code:  20549-3628.
                               Sincerely,
                                      Peggy Kim         S p e c i a l  C o u n s e l          Office of Mergers & Acquisitions

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0303

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3628

April 16, 2009

By Facsimile and U.S. Mail

Aron Izower, Esq. Reed Smith LLP 599 Lexington Avenue 22
nd Floor
New York, NY 10012
Re:   Quigley Corporation  Schedule 14A filed by Ted Karkus et al.
Filed April 9, 2009 File No. 0-21617

Dear Mr. Izower:

We have reviewed your  filings and have the following co mments.  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 a comment is inapplicable or a revision is unnecessary.
Please be as detailed as necessa ry in your explanation.  In some  of our comments, we may ask
you to provide us with supplemental informati on so we may better understand your disclosure.
After reviewing this information, we ma y or may not raise additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements and to enhance the overall disclosure in
your filings.  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.
 Schedule 14A

1. Please confirm to us that you will post your proxy materials on a specified, publicly-accessible Internet Web site (other than th e Commission’s EDGAR Web site) and provide
record holders with a notice of internet availability informing them that the materials are available and explaining how to access those ma terials. Refer to Rule 14a-16 and Exchange
Act Release 34-56135 available at http://www.sec.gov/rules/final/2007/34-56135.pdf
.
2. We note that security holders who vote the blue proxy will be disenfranchised with respect
to the company’s proposal to ratify the appointment of the company’s independent

Aron Izower, Esq.
Quigley Corporation
April 16, 2009 Page 2
auditors.  Please revise the proxy statement and proxy card to state that by executing and
returning your blue proxy card, security hol ders will relinquish the opportunity to vote on
other matters to be voted upon at the annual m eeting that the company has proposed in its
proxy statement.  Alternatively, please revise  the form of proxy to include the company’s
other proposal.
3. Please revise to include a bac kground discussion of the contac ts between the participants
and the company during the time period leading up to the current solicitation.  Please also
describe how the Board or management responde d to contacts made by the participants and
the material details of any di scussions or correspondence.
4. We note you state that the proxy statement is  solicited by Ted Karkus or the Nominating
Shareholder.  Please revise throughout the pr oxy statement and proxy ca rd to identify each
of the participants in the solicitation.  Refer to Item 4(b)(1) of Schedule 14A and Rule 14a-4(a)(1).
5. Please revise to indicate that the proxy card and proxy statement are “preliminary copies.”
Refer to Rule 14a-6(e)(1).
 Reasons for the Solicitation, page 4

6. Please avoid issuing statements that directly or indirectly impugn the character, integrity or
personal reputation or make charges of illegal, improper or immoral conduct without
factual foundation.  Disclose th e factual foundation for such assertions or delete the
statements.  In this regard, note that the factual foundation for such assertions must be
reasonable.  Refer to Rule 14a-9.  Please provide us supplementally the factual foundation
for the following statements:

• “The Nominating Shareholder believes that the Company’s current Board of Directors
is not sufficiently independent of management  and that the current  Board has failed to
maximize shareholder value.”

• “The Nominating Shareholder believes that  the Board has rubber-stamped highly
questionable business decisions that have resulted in a se vere decline in financial
performance.”

• “In the Nominating Shareholder’s opinion, the Board has approved massively excessive
compensation….”

• “…the Board approved the sale of key reve nue producing assets in 2008 to a company
for which the CEO’s brother is a major sh areholder (which was not disclosed in
Company’s filings) and at a high ly questionable valuation.”

Aron Izower, Esq.
Quigley Corporation
April 16, 2009 Page 3
7. Please describe any specific pl ans to “institute strong cor porate governance policies to
prevent nepotism and unfair rela ted transactions” and to “max imize shareholder returns.”
Please also state that the nominees’ plans coul d change subject to their fiduciary duty to
stockholders if they are elected
 Proposal One; Election of  Directors…, page 6

8. We note that the Nominating Shareholder belie ves that the each of the nominees qualifies
as independent under NASDAQ’s rules.  Please revise to affirmatively state whether each
nominee is independent, as required by Item 7(c) of Schedule 14A and corresponding Item
407(a) of Regulation S-K.
9. We note that each of the nominees has cons ented to being named in the proxy statement
and has indicated a willingness to serve if elec ted.  Please also revise to state whether each
nominee has consented to serve if elected.  Refer to Rule 14a-4(d)(4).
10. Please revise to briefly describe the type  of business conducted by each company referred
to in the nominees’ descripti ons of business experience.
11. We note that you may introduce substitute or  additional nominees.  Please revise to
specifically address whether any advance notice provisions affect your ability to designate
substitute or additional nominees.  Please revise  to state that a revise d proxy card would be
distributed with the proxy supplement.
 What is a quorum, and why is it necessary, page 12

12. For ease of investor understan ding, please revise to separate  your discussion of the vote
required under another subheading.  Please revise to clearly st ate the treatment of broker
non-votes and abstentions on the quorum and voting requirements.   Refer to Item 21(b) of
Schedule 14A.
 Proxy Solicitation and Expenses, page 14

13. Please revise to fill-in the blanks in this section.
 Form of Proxy

14. Please revise to specifically state that th e proxy is not being solicited by the board of
directors.  Refer to Rule 14a-4(a)(1).
15. With respect to any other registrant nominees, please revise to provi de adequate space for
security holders to write the name(s) of th e nominees for whom they seek to withhold
authority.  Refer to Rule 14a-4(d)(4)(iii).

Aron Izower, Esq.
Quigley Corporation
April 16, 2009 Page 4    Closing Information

Please amend the preliminary proxy statement in response to these comments.  Clearly
and precisely mark the changes to the preliminary proxy statemen t effected by the amendment,
as required by Rule 14a-6(h) and Rule 310 of Regul ation S-T.  We may have further comments
upon receipt of your amendment; therefore, please allow adequate time after the filing of the
amendment for further staff review.
You should furnish a response letter with the amendment ke ying your responses to our
comment letter and providing any supplemental information we have requested.  You should
transmit the letter via EDGAR under the label “C ORRESP.”  In the event that you believe that
compliance with any of the above comments is in appropriate, provide a ba sis for such belief to
the staff in the response letter.

 In connection with responding to our comme nt, please provide, in writing, a statement
from each participant and filing person, as appropriate, acknowledging that:
ƒ the participant or filing person is responsib le for the adequacy and accuracy of the
disclosure in the filing;

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

ƒ the participant or filing person may not asse rt 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 advi sed that the Division of En forcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filing or in response to our comments on your filing.     We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filings reviewed by the staff to be certain  that they have provided all information investors
require for an informed decision.

Aron Izower, Esq.
Quigley Corporation April 16, 2009 Page 5
Please direct any questions to me at ( 202) 551-3411.  You may also contact me via
facsimile at (202) 772-9203.  Please send all correspondence to us at the following ZIP code:  20549-3628.                                   Sincerely,                                       Peggy Kim         S p e c i a l  C o u n s e l          Office of Mergers & Acquisitions

CORRESP
1
filename1.htm

THE QUIGLEY CORPORATION

KELLS BUILDING

621 SHADY RETREAT ROAD

DOYLESTOWN, PENNSYLVANIA 18901

TEL. 215-345-0919

FAX 215-345-5920

January 19, 2006

Securities and Exchange Commission

Judiciary Plaza

450 Fifth Street, N.W.

Washington, D.C. 20549-601

Attention: Jim B. Rosenberg

Re:

The Quigley Corporation (“TQC”)

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

File No. 000-21617

Ladies and Gentlemen:

Pursuant to discussions with Ms. Amy C. Bruckner, Staff Accountant, Division of Corporation Finance, with the Securities and Exchange Commission (the “Commission”) on October 11, 25, November 22, 2005 and January 10, 2006, we are providing additional commentary to supplement, which should be considered as part of an entire response, and not replace our previous responses to the letter of comment dated August 4, 2005 from the Commission (the “Commission Letter”) filed on August 29, 2005 and additional commentary filed on October 17, November 7, and December 5, 2005 with the Commission. We have reviewed the additional commentary with our auditors and the following reflect our further responses to the Commission Letter. The following future suggested disclosure
supplements our previous suggested disclosure for our next annual report on Form 10-K for the fiscal year ended December 31, 2005, which utilizes as a basis, our annual report on Form 10-K for the fiscal year ended December 31, 2004 filed with the Commission on March 31, 2005.

3.

We note that you account for cooperative advertising expense as a deduction from sales, as opposed to “bonus product,” which you account for as cost of sales. Please tell us why you believe your accounting treatment for each form of advertising complies with U.S. GAAP including EITF 01-9, particularly paragraph 9.

TQC Response (Additional Commentary No. 4)

EITF 01-9, particularly paragraphs 9 and 11, presumes that cash consideration given by a vendor to a customer to be a reduction of the selling prices of the vendors products. Conversely, the Health and Wellness Segment’s customers and Independent Distributor Representatives (“IR’s”) are not offered or given cash consideration as an allowance, or as a percentage rebate of direct purchases made, and that the aforementioned are not offered any cooperative advertising incentives of any type within the Health and Wellness Segment during the fiscal calendar year.

In the Health and Wellness Segment, agreements with (“IR’s”) require payments to them to be calculated based upon net commissionable sales of other IR’s in their down-line and not on any of their individual purchases of products including not taking title to the products that are sold by other IR’s. Such payments are related to expand the cycle of additional IR’s and for maintaining the distribution channel for this segment’s products.

In consideration of previous submissions, the disclosure for “Summary of Significant Accounting Policies” as presented in our annual report on Form 10-K for the fiscal year ended December 31, 2004 filed with the Commission on March 31, 2005 can be expanded with the next annual filing with the Commission to reflect disclosures as follows:

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cost of Sales

For the Cold Remedy Segment, in accordance with contract terms, payments calculated based upon net sales collected to the patent holder of the Cold-Eeze formulation and payments to the corporation founders and developers of the final saleable Cold-Eeze product amounting to $2,052,746, $1,805,294 and $1,421,475, respectively, at December 31, 2004, 2003 and 2002 are presented in the financial statements as cost of sales.

In the Health and Wellness Segment, agreements with Independent Distributor Representatives (“IR’s”) require payments to them to be calculated based upon net commissionable sales of other IR’s in their down-line and not on any of their individual purchases of products including not taking title to the products that are sold by other IR’s. In accordance with EITF 01-9, such payments to the IR’s do not qualify as a reduction of the selling price as these payments are not offered as an allowance, or as a percentage rebate of direct purchases made, and the IR’s are not offered any cooperative advertising incentives of any type. Such payments, among other factors, are related to expand the cycle of additional IR’s and for maintaining the distribution channel for this segment’s products.

Accordingly, such distribution payments amounting to $9,053,612, $9,439,100 and $6,813,114, respectively, at December 31, 2004, 2003 and 2002 are presented in the financial statements as cost of sales.

The Company acknowledges that staff comments or changes to disclosures in response to staff comments do not foreclose the Commission from taking any action with respect to the filing and the Company will not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Sincerely,

/s/ George J. Longo

George J. Longo

Vice President and Chief Financial Officer

2

CORRESP
1
filename1.htm

sec document

                             THE QUIGLEY CORPORATION
                                 KELLS BUILDING
                             621 SHADY RETREAT ROAD
                         DOYLESTOWN, PENNSYLVANIA 18901
                                TEL. 215-345-0919
                                FAX 215-345-5920

December 5, 2005

Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549-601
Attention: Jim B. Rosenberg

Re:  The Quigley Corporation ("TQC")
     Form 10-K for the fiscal year ended December 31, 2004
     FILE NO. 000-21617
     ------------------

Ladies and Gentlemen:

Pursuant to discussions with Ms. Amy C. Bruckner, Staff Accountant,  Division of
Corporation   Finance,   with  the  Securities  and  Exchange   Commission  (the
"Commission")  on October  11, 25,  and  November  22,  2005,  we are  providing
ADDITIONAL  COMMENTARY TO  SUPPLEMENT,  WHICH SHOULD BE CONSIDERED AS PART OF AN
ENTIRE RESPONSE, AND NOT REPLACE OUR PREVIOUS RESPONSES to the letter of comment
dated August 4, 2005 from the  Commission  (the  "Commission  Letter")  filed on
August 29, 2005 and  additional  commentary  filed on October 17 and November 7,
2005 with the  Commission.  We have reviewed the additional  commentary with our
auditors  and the  following  reflect our further  responses  to the  Commission
Letter.  The following  future  suggested  disclosure  supplements  our previous
suggested disclosure for our next annual report on Form 10-K for the fiscal year
ended December 31, 2005,  which  utilizes as a basis,  our annual report on Form
10-K for the fiscal year ended  December 31, 2004 filed with the  Commission  on
March 31, 2005.

TQC RESPONSE (ADDITIONAL COMMENTARY NO. 3)

In  consideration  of  previous   submissions,   the  disclosure  for  "Critical
Accounting  Policies"  as  presented  on page 18 that was included in our annual
report on Form 10-K for the fiscal year ended  December  31, 2004 filed with the
Commission  on March 31, 2005 can be expanded  with the next annual  filing with
the Commission to reflect disclosures as follows:

CRITICAL ACCOUNTING ESTIMATES

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent liabilities at the dates of the financial statements and the reported
amounts of revenues and expenses  during the reporting  periods.  Actual results
could differ from those estimates.

The Company is organized  into four  different  but related  business  segments,
Cold-Remedy,   Health  and   Wellness,   Contract   Manufacturing   and  Ethical
Pharmaceutical.  When providing for the appropriate  sales returns,  allowances,
cash discounts and cooperative advertising costs, each segment applies a uniform
and  consistent  method for making  certain  assumptions  for  estimating  these
provisions that are applicable to that specific  segment.  Traditionally,  these
provisions  are not  material  to net  income in the  Health  and  Wellness  and
Contract  Manufacturing  segments.  The Ethical  Pharmaceutical segment does not
have any revenues.

The product in the Cold-Remedy segment, Cold-Eeze, has been clinically proven in
two  double-blind  studies to reduce the  severity  and  duration of common cold
symptoms.  Accordingly,  factors  considered in estimating the appropriate sales
returns and allowances for this product  include it being: a unique product with
limited competitors;  competitively priced;  promoted;  unaffected for remaining
shelf life as there is no expiration  date;  monitored  for inventory  levels at
major customers and third-party consumption data, such as Information Resources,
Inc. ("IRI").

At  December  31,  2004 and 2003 the  Company  includes  reductions  to accounts
receivable  for  sales  returns  and  allowances  of  $1,109,000  and  $404,000,
respectively,  and  cash  discounts  of  $92,000  and  $115,000,   respectively.
Additionally, current liabilities at December 31, 2004 and 2003 include $743,000
and $1,295,000, respectively for cooperative advertising costs.

The  roll-forward of the sales returns and allowance  reserve ending at December
31 is as follows:

ACCOUNT - SALES RETURNS & ALLOWANCES                                                       2004              2003
----------------------------------------------------------------------------------    ---------------    -------------

Beginning balance                                                                           $403,850         $426,557
Provision made for future charges relative to sales for each period presented              1,414,796          937,738
Current provision related to discontinuation of Cold-Eeze nasal spray                        625,756             -
Actual returns & allowances recorded in the current period presented                     (1,335,231)        (960,445)
                                                                                      ---------------    -------------
Ending balance                                                                            $1,109,171         $403,850
                                                                                      ===============    =============

Management  believes  there are no material  charges to net income (loss) in the
current period, related to sales from a prior period.

REVENUE

Provisions to reserves to reduce  revenues for cold remedy  products that do not
have an  expiration  date,  include the use of  estimates,  which are applied or
matched to the current sales for the period presented. These estimates are based
on specific customer tracking and an overall historical  experience to obtain an
effective  applicable  rate,  which is tested on an  annual  basis and  reviewed
quarterly to ascertain the most  applicable  effective rate.  Additionally,  the
monitoring of current occurrences,  developments by customer,  market conditions
and any other occurrences that could affect the expected  provisions relative to
net sales for the period presented are also performed.

A one percent deviation for these consolidated reserve provisions for the fiscal
years  presented  December  31,  2004,  2003 and 2002 would  affect net sales by
approximately  $481,000,  $455,000 and $331,000,  respectively for sales returns
and $275,000,  $241,000 and $175,000,  respectively for cooperative  advertising
costs.

The 2004 results include a returns  provision of  approximately  $626,000 in the
event  of  future  product  returns   following  the   discontinuation   of  the
Cold-Eeze(R) Cold Remedy Nasal Spray product in September 2004.

INCOME TAXES

The Company has  recorded a valuation  allowance  against its net  deferred  tax
assets.  Management  believes  that  this  allowance  is  required  due  to  the
uncertainty  of  realizing  these tax  benefits in the future.  The  uncertainty
arises because the Company may incur substantial  research and development costs
in its Ethical Pharmaceutical segment.

                                       2

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

COST OF SALES

For the Cold  Remedy  Segment,  in  accordance  with  contract  terms,  payments
calculated  based upon net sales collected to the patent holder of the Cold-Eeze
formulation and payments to the corporation founders and developers of the final
saleable  Cold-Eeze product amounting to $2,052,746,  $1,805,294 and $1,421,475,
respectively, at December 31, 2004, 2003 and 2002 are presented in the financial
statements as cost of sales.

In the Health and Wellness  Segment,  agreements  with  Independent  Distributor
Representatives  ("IR's")  require  payments to them to be calculated based upon
net sales  collected and in accordance  with our policy and procedures for IR's,
among other  factors  that include the IR's taking  title to the  products,  are
related  to expand  the cycle of  additional  IR's and are for  maintaining  the
distribution channel for this segment's products. Accordingly, such distribution
payments amounting to $9,053,612,  $9,439,100 and $6,813,114,  respectively,  at
December 31, 2004,  2003 and 2002 are presented in the  financial  statements as
cost of sales.

--------------------------------------------------------------------------------

The  Company  acknowledges  that staff  comments  or changes to  disclosures  in
response  to staff  comments do not  foreclose  the  Commission  from taking any
action with respect to the filing and the Company will not assert staff comments
as a defense in any  proceeding  initiated by the Commission or any person under
the federal securities laws of the United States.

Sincerely,

/s/ George J. Longo
-------------------

George J. Longo
Vice President and Chief Financial Officer

                                       3

CORRESP
1
filename1.htm

sec document

                             THE QUIGLEY CORPORATION
                                 KELLS BUILDING
                             621 SHADY RETREAT ROAD
                         DOYLESTOWN, PENNSYLVANIA 18901
                                TEL. 215-345-0919
                                FAX 215-345-5920

November 7, 2005

Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549-601
Attention: Jim B. Rosenberg

Re: The Quigley Corporation ("TQC")
    Form 10-K for the  fiscal  year  ended  December  31,  2004
    File No. 000-21617
    ------------------

Ladies and Gentlemen:

Pursuant to discussions with Ms. Amy C. Bruckner, Staff Accountant,  Division of
Corporation   Finance,   with  the  Securities  and  Exchange   Commission  (the
"Commission") on October 11 and 25, 2005, we are providing ADDITIONAL COMMENTARY
TO SUPPLEMENT, WHICH SHOULD BE CONSIDERED AS PART OF AN ENTIRE RESPONSE, AND NOT
REPLACE OUR  PREVIOUS  RESPONSES  to the letter of comment  dated August 4, 2005
from the  Commission  (the  "Commission  Letter")  filed on August 29,  2005 and
additional  commentary  filed on October 17, 2005 with the  Commission.  We have
reviewed the additional  commentary with our auditors and the following  reflect
our further  responses  to the  Commission  Letter.  The section and page number
references  below  refer to our annual  report on Form 10-K for the fiscal  year
ended  December  31,  2004  filed with the  Commission  on March 31,  2005.  The
additional  commentary  to  supplement  our previous  responses  are numbered to
coincide with the numbering of the comments in the Commission Letter.

CRITICAL ACCOUNTING POLICIES, PAGE 18

1.  WE ACKNOWLEDGE  YOUR REVENUE  RECOGNITION  POLICY AS NOTED HEREIN AND WITHIN
    YOUR "SUMMARY OF SIGNIFICANT  ACCOUNTING POLICIES" IN THE ACCOMPANYING NOTES
    TO YOUR CONSOLIDATED  FINANCIAL STATEMENTS.  WE BELIEVE THAT YOUR DISCLOSURE
    RELATED TO ESTIMATES OF ITEMS THAT REDUCE YOUR GROSS REVENUE,  SUCH AS SALES
    RETURNS AND  ALLOWANCES,  COULD BE DEFINED AND IMPROVED.  PLEASE  PROVIDE US
    WITH THE FOLLOWING INFORMATION IN A DISCLOSURE-TYPE FORMAT:

     a.)  THE TYPE AND AMOUNT OF EACH ACCRUAL AT THE BALANCE SHEET DATES AND THE
          EFFECT THAT COULD RESULT FROM USING OTHER REASONABLY LIKELY ASSUMPTION
          THAN THOSE UPON WHICH YOU CURRENTLY RELY. FOR EXAMPLE,  PLEASE PROVIDE
          A RANGE OF REASONABLY  LIKELY  AMOUNTS OR ANOTHER TYPE OF  SENSITIVITY
          ANALYSIS.

TQC RESPONSE (ADDITIONAL COMMENTARY NO. 2)

The Company is organized  into four  different  but related  business  segments,
Cold-Remedy,   Health  and   Wellness,   Contract   Manufacturing   and  Ethical
Pharmaceutical.  When providing for the appropriate  sales returns,  allowances,
cash discounts and cooperative advertising costs, each segment applies a uniform
and  consistent  method for making  certain  assumptions  for  estimating  these
provisions that are applicable to that specific  segment.  Traditionally,  these
provisions are not material to reported  revenues in the Health and Wellness and
Contract  Manufacturing segments and the Ethical Pharmaceutical segment does not
have any revenues.

Provisions to these reserves  within the cold remedy segment  include the use of
such estimates, which are applied or matched to the current sales for the period
presented.  These  estimates  are  based on  customer  tracking  and an  overall
historical  experience to obtain an  applicable  effective  rate.  Estimates for
sales  returns are tracked at the specific  customer  level and are tested on an
annual  historical basis as is the estimate for cooperative  advertising  costs.
Cash  discounts  follow  the  terms of sales  and are  taken  by  virtually  all
customers. Additionally, the monitoring of current occurrences,  developments by
customer,  market  conditions  and any other  occurrences  that could affect the
expected  provisions for any future  returns or  allowances,  cash discounts and
cooperative advertising costs relative to net sales for the period presented are
also performed.

As the cold remedy  products do not have an expiration  date,  and following the
aforementioned   methodologies   provides  assurances  that  such  reserves  are
consistent and fairly presented.

A one percent deviation for these consolidated reserve provisions for the fiscal
years  presented  December  31,  2004,  2003 and 2002 would  affect net sales by
approximately  $481,000,  $455,000 and $331,000,  respectively for sales returns
and $275,000,  $241,000 and $175,000,  respectively for cooperative  advertising
costs.

      e)  A  ROLL-FORWARD  OF THE  LIABILITY  FOR EACH  ESTIMATE FOR THE PERIODS
          PRESENTED, SHOWING THE FOLLOWING:
               o    BEGINNING BALANCE;
               o    CURRENT PROVISION RELATED TO SALES MADE IN CURRENT PERIOD;
               o    CURRENT PROVISION RELATED TO SALES MADE IN PRIOR PERIODS;
               o    ACTUAL RETURNS OR CREDITS IN CURRENT PERIOD RELATED TO SALES
                    MADE IN CURRENT PERIOD;
               o    ACTUAL RETURNS OR CREDITS IN CURRENT PERIOD RELATED TO SALES
                    MADE IN PRIOR PERIODS; AND
               o    ending balance.

TQC RESPONSE (ADDITIONAL COMMENTARY NO. 2)

As currently and previously  stated in 1.a through 1.d, the  roll-forward of the
liability  for  each  reserve  account  includes  adequate  provisions  based on
specific  customer  tracking and an overall  historical  experience to obtain an
applicable  effective rate.  Management believes there are no material unaccrued
charges in the current year period related to sales in a prior period.

ACCOUNT - SALES RETURNS & ALLOWANCES                                                            2004               2003
-----------------------------------------------------------------------------------     ----------------    --------------
Beginning balance                                                                              $403,850          $426,557
Provision made for future charges relative to sales for each period presented                 1,414,796           937,738
Current provision related to discontinuation of Cold-Eeze nasal spray                           625,756           -
Actual returns & allowances recorded in the current period presented                        (1,335,231)         (960,445)

                                                                                        ----------------    --------------
Ending balance                                                                               $1,109,171         $403,850
                                                                                        ================    ==============

ACCOUNT - COOPERATIVE ADVERTISING                                                               2004               2003
-----------------------------------------------------------------------------------     ----------------    --------------
Beginning balance                                                                            $1,294,927          $754,813
Provision made for future charges relative to sales for each period presented                 2,203,179         2,642,128
Actual cooperative costs accepted in the current period presented                            (2,754,724)       (2,102,014)

                                                                                        ----------------    --------------
Ending balance                                                                                 $743,382        $1,294,927
                                                                                        ================    ==============

                                       2

2.   WE NOTE THAT YOUR ACCOUNTING POLICY WITH RESPECT TO COMMISSION EXPENSE PAID
     TO  DISTRIBUTORS/BROKERS OF YOUR PRODUCTS VARIES DEPENDING ON THE NATURE OF
     THE UNDERLYING AGREEMENT; THAT IS, YOU CLASSIFY CERTAIN COMMISSIONS PAID AS
     A COST OF SALES  VERSUS  ADMINISTRATIVE  EXPENSE.  PLEASE  PROVIDE US, IN A
     DISCLOSURE-TYPE  FORMAT, MORE ABOUT THE NATURE OF THE UNDERLYING  AGREEMENT
     THAT DETERMINES YOUR COMMISSION CLASSIFICATION. IN ADDITION, PLEASE TELL US
     WHY YOU BELIEVE THAT YOUR  CLASSIFICATIONS ARE APPROPRIATE UNDER U.S. GAAP,
     REFERENCING THE AUTHORITATIVE LITERATURE THAT SUPPORTS YOUR TREATMENT.

TQC RESPONSE (ADDITIONAL COMMENTARY NO. 2)

As previously  stated,  the Company is organized  into four  different  although
related  business   segments,   Cold-Remedy,   Health  and  Wellness,   Contract
Manufacturing and Ethical Pharmaceutical,  and as such, a uniform and consistent
method of classifying  expenses is utilized that are applicable to that specific
segment, which are then consolidated as one entity.

COLD REMEDY SEGMENT

Cost of Sales:

In accordance with contract terms, which require payments to be calculated based
upon net sales  collected to the patent holder of the Cold-Eeze  formulation and
payments  to the  corporation  founders  and  developers  of the final  saleable
Cold-Eeze  product are by their nature costs  directly  related for the right to
manufacture,  market and develop the Cold-Eeze product. According to GAAP and as
presented in the  financial  statements,  such costs are  classified  as cost of
sales  since  these  costs  are  incurred  in  order to be able to  PREPARE  AND
MANUFACTURE  the  Cold-Eeze  product,  since  without such rights,  no Cold-Eeze
product could ever be made or available for sale.

Operating expenses:

Agreements with Acosta, a major national sales brokerage firm, are for this firm
to sell the  manufactured  Cold-Eeze  product to our  customers,  which  require
payments to be  calculated  based upon net sales  collected.  In this  capacity,
Acosta  supplements  our sales  management team and as such are presented in the
financial statements as selling expenses, as the nature of these expenses relate
to the DIRECT  SELLING OF THE PRODUCT and not the  preparation or manufacture of
the Cold-Eeze product.

HEALTH AND WELLNESS SEGMENT

Cost of Sales:

Agreements  with  Independent  Distributor   Representatives   ("IR's")  require
payments  to them  to be  calculated  based  upon  net  sales  collected  and in
accordance  with our policy and  procedures for IR's,  among other factors,  and
such payments are related to the primary function of the IR's that includes, but
is not limited to, the expansion cycle of additional  IR's,  which is correlated
to be a direct  cost  relative to the  "RESOURCES  REQUIRED TO PRODUCE THE GOODS
CONCERNED."  Additionally,  by their nature, these costs are for maintaining the
distribution and delivery channel for this segment's products.  Accordingly, and
in compliance  with GAAP,  requires such  distribution  payments  incurred to be
presented  in the  financial  statements  as  cost  of  sales  for  the  periods
presented.

Operating expenses:

The Company  includes  payments in accordance  with  agreements  with the former
owner of its acquired proprietary  products,  be calculated based upon net sales

                                       3

collected.  These  agreements  provide for  exclusivity,  consulting,  marketing
presentations,  confidentiality and non-compete  arrangements with such payments
being classified as administration  expense in the financial  statements for the
periods  presented  as these costs by their  nature are  relative to the overall
administrative operations of this segment.

In  consideration  of the foregoing  discussion,  the  disclosure  for "Critical
Accounting  Policies"  as  presented  on page 18 that was included in our annual
report on Form 10-K for the fiscal year ended  December  31, 2004 filed with the
Commission  on March 31, 2005 can be expanded  with the next annual  filing with
the Commission to reflect disclosures as follows:

CRITICAL ACCOUNTING ESTIMATES

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent liabilities at the dates of the financial statements and the reported
amounts of revenues and expenses  during the reporting  periods.  Actual results
could  differ from those  estimates.  As  previously  described,  the Company is
engaged  in  the  development,   manufacturing,  and  marketing  of  health  and
homeopathic  products that are being  offered to the general  public and is also
involved in the research and development of potential prescription products.

REVENUE

Provisions to reserves to reduce  revenues for cold remedy  products that do not
have an  expiration  date,  include the use of  estimates,  which are applied or
matched to the current sales for the period presented. These estimates are based
on specific customer tracking and an overall historical  experience to obtain an
effective applicable rate. Additionally,  the monitoring of current occurrences,
developments by customer, market conditions and any other occurrences that could
affect the expected  provisions  relative to net sales for the period  presented
are also  performed.  A one percent  deviation for sales returns and cooperative
advertising  costs  reserve  provisions  in  2004  could  affect  net  sales  by
approximately $481,000 and $275,000, respectively.

The 2004 results include a returns  provision of  approximately  $626,000 in the
event  of  future  product  returns   following  the   discontinuation   of  the
Cold-Eeze(R) Cold Remedy Nasal Spray product in September 2004.

INCOME TAXES

The Company has  recorded a valuation  allowance  against its net  deferred  tax
assets.  Management  believes  that  this  allowance  is  required  due  to  the
uncertainty  of  realizing  these tax  benefits in the future.  The  uncertainty
arises because the Company may incur substantial  research and development costs
in its Ethical Pharmaceutical segment.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

COST OF SALES

For the Cold  Remedy  Segment,  in  accordance  with  contract  terms,  payments
calculated  based upon net sales collected to the patent holder of the Cold-Eeze
formulation and payments to the corporation founders and developers of the final
saleable  Cold-Eeze product amounting to $2,052,746,  $1,805,294 and $1,421,475,
respectively, at December 31, 2004, 2003 and 2002 are presented in the financial
statements as cost of sales .

In the Health and Wellness  Segment,  agreements  with  Independent  Distributor
Representatives  ("IR's")  require  payments to them to be calculated based upon
net sales  collected and in accordance  with our policy and procedures for IR's,
among other factors,  are related to expand the cycle of additional IR's and are

                                       4

for  maintaining  the   distribution   channel  for  this  segment's   products.
Accordingly, such distribution payments amounting to $9,053,612,  $9,439,100 and
$6,813,114,  respectively,  at December 31, 2004, 2003 and 2002 are presented in
the financial statements as cost of sales.

OPERATING EXPENSES

Agreements  relating  to the Cold Remedy  segment  with a major  national  sales
brokerage firm are for this firm to sell the manufactured  Cold-Eeze  product to
our customers.  Such related costs are presented in the financial  statements as
selling expenses.

In the Health and Wellness Segment,  the Company includes payments in accordance
with agreements with the former owner of its acquired proprietary  products,  to
be  calculated  based upon net sales  collected.  These  agreements  provide for
exclusivity,   consulting,   marketing   presentations,    confidentiality   and
non-compete  arrangements  with such p

CORRESP
1
filename1.htm

sec document

                             THE QUIGLEY CORPORATION
                                 KELLS BUILDING
                             621 SHADY RETREAT ROAD
                         DOYLESTOWN, PENNSYLVANIA 18901
                                TEL. 215-345-0919
                                FAX 215-345-5920

October 17, 2005

Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549-601
Attention: Jim B. Rosenberg

Re: The Quigley Corporation ("TQC")
    Form 10-K for the  fiscal  year  ended  December  31,  2004
    File No. 000-21617
    ------------------

Ladies and Gentlemen:

Pursuant to a discussion with Ms. Amy C. Bruckner, Staff Accountant, Division of
Corporation   Finance,   with  the  Securities  and  Exchange   Commission  (the
"Commission")  on October 11, 2005,  we are providing  additional  commentary to
supplement and not replace our response to the letter of comment dated August 4,
2005 from the Commission (the "Commission Letter") filed on August 29, 2005 with
the Commission. We have reviewed the additional commentary with our auditors and
the  following  reflect our further  responses  to the  Commission  Letter.  The
section and page number references below refer to our annual report on Form 10-K
for the fiscal year ended  December 31, 2004 filed with the  Commission on March
31, 2005.  The additional  commentary to supplement  our previous  responses are
numbered to  coincide  with the  numbering  of the  comments  in the  Commission
Letter.

CRITICAL ACCOUNTING POLICIES, PAGE 18

1.   WE ACKNOWLEDGE YOUR REVENUE  RECOGNITION  POLICY AS NOTED HEREIN AND WITHIN
     YOUR "SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES" IN THE ACCOMPANYING NOTES
     TO YOUR CONSOLIDATED FINANCIAL STATEMENTS.  WE BELIEVE THAT YOUR DISCLOSURE
     RELATED TO ESTIMATES OF ITEMS THAT REDUCE YOUR GROSS REVENUE, SUCH AS SALES
     RETURNS AND  ALLOWANCES,  COULD BE DEFINED AND IMPROVED.  PLEASE PROVIDE US
     WITH THE FOLLOWING INFORMATION IN A DISCLOSURE-TYPE FORMAT:

     a.)  THE TYPE AND AMOUNT OF EACH ACCRUAL AT THE BALANCE SHEET DATES AND THE
          EFFECT THAT COULD RESULT FROM USING OTHER REASONABLY LIKELY ASSUMPTION
          THAN THOSE UPON WHICH YOU CURRENTLY RELY. FOR EXAMPLE,  PLEASE PROVIDE
          A RANGE OF REASONABLY  LIKELY  AMOUNTS OR ANOTHER TYPE OF  SENSITIVITY
          ANALYSIS.

TQC RESPONSE (ADDITIONAL COMMENTARY)

Sales returns, cash discounts and reductions for cooperative advertising are the
types of  accruals  provided  for in the  period  that  the  related  sales  are
recorded.

Provisions  for these  reserves are applied or matched to the current  sales for
the period presented and are based on historical experience, which is tested and
tracked at the specific  customer  level,  along with the  monitoring of current
occurrences and developments by customer and market conditions that could affect
the expected sales returns,  cash discounts and  cooperative  advertising  costs
within the cold remedy segment for any period presented.

We have a specific returns policy,  for all periods  presented,  that states the
only acceptable returns are for damaged or improperly manufactured  merchandise,
or if we discontinue a product. All returns require a "Returns Authorization" to
be accepted at our  warehouse  locations or destroyed at a  reclamation  center,
with verified proof of product destroyed.

Cash discount terms have not changed for the periods  presented and are taken by
virtually all customers.

Cooperative advertising arrangements are specific agreements with each customer,
by specific year, and as such,  provisions made to such reserves are made on the
current year's sales relative to the specific terms with each specific  customer
for the fiscal period presented.

Specific events, such as the discontinuation of a product, would be added to the
normal provisions for any reserve account for the fiscal periods  presented.  As
the cold remedy  products do not have an  expiration  date,  and  following  the
aforementioned   methodologies   provides  assurances  that  such  reserves  are
consistent and fairly presented.

     e.) A ROLL-FORWARD OF THE LIABILITY FOR EACH ESTIMATE FOR THE PERIODS
           PRESENTED, SHOWING THE FOLLOWING:
           o   BEGINNING BALANCE;
           o   CURRENT PROVISION RELATED TO SALES MADE IN CURRENT PERIOD;
           o   CURRENT PROVISION RELATED TO SALES MADE IN PRIOR PERIODS;
           o   ACTUAL RETURNS OR CREDITS IN CURRENT PERIOD RELATED TO SALES MADE
               IN CURRENT PERIOD;
           o   ACTUAL RETURNS OR CREDITS IN CURRENT PERIOD RELATED TO SALES MADE
               IN PRIOR PERIODS; AND
           o   ENDING BALANCE.

TQC RESPONSE (ADDITIONAL COMMENTARY)

ACCOUNT - SALES RETURNS & ALLOWANCES                                                           2004             2003
--------------------------------------------------------------------------------        ----------------    -------------
Beginning balance                                                                            $403,850          $426,557
Current provision related to sales made in current period*                                  1,414,796           937,738
Current provision related to discontinuation of Cold-Eeze nasal spray                         625,756
Current provision related to sales made in prior periods*
Actual returns-credits in current period related to sales made in current period*         (1,335,231)         (960,445)
Actual returns-credits in current period related to sales made in prior period*
                                                                                        ----------------    -------------
Ending balance                                                                             $1,109,171          $403,850
                                                                                        ================    =============

* AMOUNTS  FOR EACH LINE  CATEGORY  ARE NOT  APPLICABLE  AS  PROVISIONS  TO SUCH
ACCOUNT PRINCIPALLY RELATES TO THE CURRENT YEAR.

ACCOUNT - CASH DISCOUNTS                                                                       2004              2003
--------------------------------------------------------------------------------        ----------------    -------------
Beginning balance                                                                            $114,580          $96,961
Current provision related to sales made in current period*                                    541,290          471,781
Current provision related to sales made in prior periods*
Actual returns-credits in current period related to sales made in current period*            (563,413)        (454,162)
Actual returns-credits in current period related to sales made in prior period*
                                                                                        ----------------    -------------
Ending balance                                                                                $92,457          $114,580
                                                                                        ================    =============

* AMOUNTS  FOR EACH LINE  CATEGORY  ARE NOT  APPLICABLE  AS  PROVISIONS  TO SUCH
ACCOUNT PRINCIPALLY RELATES TO THE CURRENT YEAR.

                                       2

ACCOUNT - COOPERATIVE ADVERTISING                                                              2004            2003
--------------------------------------------------------------------------------        ----------------   --------------
Beginning balance                                                                          $1,294,927        $754,813
Current provision related to sales made in current period*                                  2,203,179       2,642,128
Current provision related to sales made in prior periods*
Actual returns-credits in current period related to sales made in current period*          (2,754,724)     (2,102,014)
Actual returns-credits in current period related to sales made in prior period*
                                                                                        ----------------   --------------
Ending balance                                                                               $743,382      $1,294,927
                                                                                        ================   ==============

* AMOUNTS  FOR EACH LINE  CATEGORY  ARE NOT  APPLICABLE  AS  PROVISIONS  TO SUCH
ACCOUNT PRINCIPALLY RELATES TO THE CURRENT YEAR.

2.   WE NOTE THAT YOUR ACCOUNTING POLICY WITH RESPECT TO COMMISSION EXPENSE PAID
     TO  DISTRIBUTORS/BROKERS OF YOUR PRODUCTS VARIES DEPENDING ON THE NATURE OF
     THE UNDERLYING AGREEMENT; THAT IS, YOU CLASSIFY CERTAIN COMMISSIONS PAID AS
     A COST OF SALES  VERSUS  ADMINISTRATIVE  EXPENSE.  PLEASE  PROVIDE US, IN A
     DISCLOSURE-TYPE  FORMAT, MORE ABOUT THE NATURE OF THE UNDERLYING  AGREEMENT
     THAT DETERMINES YOUR COMMISSION CLASSIFICATION. IN ADDITION, PLEASE TELL US
     WHY YOU BELIEVE THAT YOUR  CLASSIFICATIONS ARE APPROPRIATE UNDER U.S. GAAP,
     REFERENCING THE AUTHORITATIVE LITERATURE THAT SUPPORTS YOUR TREATMENT.

TQC RESPONSE (ADDITIONAL COMMENTARY)

COLD REMEDY SEGMENT

Cost of Sales:

In accordance with contact terms,  royalties payable to the patent holder of the
Cold-Eeze  formulation and commissions  payable to the corporation  founders and
developers of the final saleable  Cold-Eeze  product are costs directly  related
for the  right  to  manufacture,  market  and  develop  the  Cold-Eeze  product.
According to GAAP and as presented in the financial  statements,  such costs are
classified  as cost of sales since these costs are part of the "CURRENT  COST OF
PURCHASING THE GOODS CONCERNED OR THE CURRENT COST OF THE RESOURCES  REQUIRED TO
PRODUCE THE GOODS CONCERNED."

Operating expenses, selling, general and administrative:

Agreements with Acosta, a major national sales brokerage firm, are for this firm
to sell and market the Cold-Eeze  product to our customers,  among which include
the largest food, drug and mass merchandisers of the country.  In this capacity,
Acosta  supplements  our sales  management team and as such are presented in the
financial statements as selling expenses, as the nature of these expenses relate
to the  direct  selling  of the  product  and not the  acquisition  of the goods
concerned that are ultimately sold.

HEALTH AND WELLNESS SEGMENT

Cost of Sales:

Agreements with Independent  Representatives ("IR's") and in accordance with our
policy and procedures for IR's,  among other factors,  are related to expand the
cycle of additional  IR's,  which can be correlated as a direct cost relative to
the "CURRENT COST OF PURCHASING  THE GOODS  CONCERNED OR THE CURRENT COST OF THE
RESOURCES  REQUIRED TO PRODUCE THE GOODS  CONCERNED."  Accordingly,  commissions
incurred are  presented  in the  financial  statements  as cost of sales for the
periods presented.

In reviewing other publicly owned "multilevel  marketing  companies"  ("MLM's"),
such as Mannetech,  Incorporated (Nasdaq "MTEX") and Nature's Sunshine Products,
Inc.  (Nasdaq  "NATR"),  such MLM's  present such costs as a separate line after
cost of sales, as either part of gross profit, or stated  separately,  but these
costs are not part of operating expenses.  However, such MLM's are in the direct
marketing  business only and in order to be comparable with other MLM companies,
separately present IR's commissions.

                                       3

As the Company is principally a pharmaceutical  health care company, even though
the  direct  marketing  segment  currently  comprises  approximately  50% of the
revenues,  financial  presentations  of the Company are more  meaningful for the
investment  community to be presented in a  methodology  that are  comparable to
other pharmaceutical  health care companies,  whose stock price is predicated on
the future  discounted cash flows related to their mission statement of being in
a pharmaceutical business.

Operating expenses, selling, general and administrative:

The Company  includes  payments in accordance  with  agreements  with the former
owner of its  acquired  proprietary  products,  for its  continued  exclusivity,
consulting, marketing presentations,  confidentiality and non-compete agreements
with such expense  being  expensed as  administration  expense in the  financial
statements for the periods presented.

4.   PLEASE PROVIDE US WITH ADDITIONAL INFORMATION, IN A DISCLOSURE-TYPE FORMAT,
     REGARDING  THE  ADJUSTMENT  TO YOUR NET INCOME FROM  OPERATIONS OF $497,048
     RELATED TO YOUR ALLOWANCE FOR DOUBTFUL  ACCOUNTS EXPENSE FOR THE YEAR ENDED
     DECEMBER 31, 2004.  TELL US THE AMOUNT OF YOUR BAD DEBT EXPENSE IN 2004 AND
     SEPARATELY  THE AMOUNT OF ANY REDUCTION IN YOUR ALLOWANCE THAT YOU RECORDED
     TO THE  STATEMENT  OF  OPERATIONS  WITH FULL  EXPLANATION.  PROVIDE  US, IN
     DISCLOSURE-TYPE   FORMAT,  THE  EFFECT  THAT  THESE  AMOUNTS  HAD  ON  YOUR
     OPERATIONS IN 2004. ALSO, PROVIDE US SCHEDULE II AS PRESCRIBED BY RULE 5-04
     OF  REGULATION  S-X AND TELL US WHY YOU HAVE NOT INCLUDED  THIS SCHEDULE IN
     YOUR FILING.

TQC RESPONSE (ADDITIONAL COMMENTARY)

The adjustment to net income from operations in the  consolidated  statements of
cash flows of $497,048  reflects  the net change in the  allowance  for doubtful
accounts  from December 31, 2004 of $311,764 as compared to December 31, 2003 of
$808,812.  This net change for 2004 includes a current provision of $25,000, the
actual bad debt  expense,  which flowed  through the  statement of operations in
2004 and a reduction for the actual write-offs during 2004 totaling $522,000.

As agreed,  the  Consolidated  Statement of Cash Flows should have reflected the
following  for 2004 and will be adjusted  with the next  annual  filing with the
Commission:

ADJUSTMENTS TO RECONCILE NET INCOME (LOSS) TO
 NET CASH PROVIDED BY (USED IN) CONTINUING OPERATIONS:

    Bad debts provision                   25,289

(INCREASE) DECREASE IN ASSETS:

     Accounts receivable               1,460,615

The  Company  acknowledges  that staff  comments  or changes to  disclosures  in
response  to staff  comments do not  foreclose  the  Commission  from taking any
action with respect to the filing and the Company will not assert staff comments
as a defense in any  proceeding  initiated by the Commission or any person under
the federal securities laws of the United States.

Sincerely,

/s/ George J. Longo
George J. Longo
Vice President and Chief Financial Officer

CORRESP
1
filename1.htm

sec document

                             THE QUIGLEY CORPORATION
                                 KELLS BUILDING
                             621 SHADY RETREAT ROAD
                         DOYLESTOWN, PENNSYLVANIA 18901
                                TEL. 215-345-0919
                                FAX 215-345-5920

August 29, 2005

Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549-601
Attention: Jim B. Rosenberg

Re:  The Quigley Corporation ("TQC")
     Form 10-K for the fiscal year ended December 31, 2004
     File No. 000-21617
     -----------------------------------------------------

Ladies and Gentlemen:

We acknowledge receipt of the letter of comment dated August 4, 2005 from the
Securities and Exchange Commission (the "Commission Letter"). We have reviewed
the letter with our auditors and the following reflect our responses to the
Commission Letter. The section and page number references below refer to our
annual report on Form 10-K for the fiscal year ended December 31, 2004 filed
with the Securities and Exchange Commission on March 31, 2005. The responses are
numbered to coincide with the numbering of the comments in the Commission
Letter.

CRITICAL ACCOUNTING POLICIES, PAGE 18

1.   WE ACKNOWLEDGE YOUR REVENUE  RECOGNITION  POLICY AS NOTED HEREIN AND WITHIN
     YOUR "SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES" IN THE ACCOMPANYING NOTES
     TO YOUR CONSOLIDATED FINANCIAL STATEMENTS.  WE BELIEVE THAT YOUR DISCLOSURE
     RELATED TO ESTIMATES OF ITEMS THAT REDUCE YOUR GROSS REVENUE, SUCH AS SALES
     RETURNS AND  ALLOWANCES,  COULD BE DEFINED AND IMPROVED.  PLEASE PROVIDE US
     WITH THE FOLLOWING INFORMATION IN A DISCLOSURE-TYPE FORMAT:

     a.)  THE TYPE AND AMOUNT OF EACH ACCRUAL AT THE BALANCE SHEET DATES AND THE
          EFFECT THAT COULD RESULT FROM USING OTHER REASONABLY LIKELY ASSUMPTION
          THAN THOSE UPON WHICH YOU CURRENTLY RELY. FOR EXAMPLE,  PLEASE PROVIDE
          A RANGE OF REASONABLY  LIKELY  AMOUNTS OR ANOTHER TYPE OF  SENSITIVITY
          ANALYSIS.

TQC RESPONSE

Sales returns and  allowances,  cash discounts and  reductions  for  cooperative
advertising  are the  types of  accruals  provided  for in the  period  that the
related  sales  are  recorded.  Provisions  for  these  reserves  are  based  on
historical experience and the monitoring of current occurrences and developments
that could affect the expected  sales  returns or other  adjustments  within the
industry   that  the  products   are  sold.   Specific   events,   such  as  the
discontinuation  of a product,  would be added to the normal  provisions for any
fiscal periods presented.

Using the only other reasonable assumption for a sensitivity  analysis,  such as
the use of  average  industry  standards  for such  adjustments,  instead of the
foregoing  method to estimate  sales returns and  allowances  and cash discounts
(there is no variation  for cash  discounts in the  sensitivity  analysis),  but
excluding  reductions for  cooperative  advertising,  related to the sales would
increase  net sales by  approximately  $432,000,  $241,000  and $572,000 for the
fiscal  years  ended  December  31,  2004,  2003 and  2002,  respectively,  and,
accordingly,  reduce  related  balance  sheet  accruals at December 31, 2004 and
2003,  respectively.  A  1%  increase  or  decrease  variation  for  cooperative
advertising in cold remedy products would thereby change net sales approximately
$279,000,  $241,000 and  $175,000 for the fiscal years ended  December 31, 2004,
2003 and 2002,  respectively,  and,  accordingly,  change related  balance sheet
accruals at December 31, 2004 and 2003, respectively.

The Cold Remedy Segment  includes a provision to reduce accounts  receivable for
sales  returns  and  allowances  and cash  discounts  or is  included in current
liabilities  for  cooperative  advertising at December 31, 2004 and 2003.  These
provisions  were for  sales  returns  and  allowances,  including  the  specific
provision of $626,000 related to the  discontinuation  of the Cold-Eeze(R)  Cold
Remedy Nasal Spray product in 2004, of  $1,048,000  and $343,000,  respectively;
cash  discounts  of  $92,000  and  $115,000,   respectively;   and   cooperative
advertising of $743,000 and $1,295,000, respectively.

The  Health  and  Wellness  Segment  includes  a  provision  to reduce  accounts
receivable at December 31, 2004 and 2003 for returns and  adjustments of $61,000
and $61,000, respectively.

     b.)  THE FACTORS  THAT YOU CONSIDER IN  ESTIMATING  EACH  ACCRUAL,  SUCH AS
          HISTORICAL  PRODUCT RETURNS,  LEVELS OF INVENTORY IN YOUR DISTRIBUTION
          CHANNELS;  ESTIMATED REMAINING PRODUCT SHELF LIVES; PRICE CHANGES FROM
          COMPETITORS AND INTRODUCTIONS OF NEW PRODUCTS.

TQC RESPONSE

The cold  remedy  product,  Cold-Eeze,  which is offered  in a lozenge,  gum and
tablet form, has been clinically  proven in two  double-blind  studies to reduce
the severity and duration of common cold symptoms. Accordingly, Cold-Eeze offers
a significant  advantage over many of its  competitors  in the  over-the-counter
cold-remedy market. Therefore,  additional factors considered in estimating each
accrual  for this  product  are as stated in TQC  RESPONSE to 1. (a) AND (c) and
since   Cold-Eeze   is  a   "one-of-a-kind"   unique  item  with  very   limited
inconsequential  competitors whereby  competitive price reductions,  promotions,
new items and remaining  shelf life, as the product has no expiration  date, are
not  factors  that  TQC  needs  to  consider  when  estimating  sales  allowance
provisions.  However,  TQC does consider inventory levels at major customers and
third-party consumption data, such as Information Resources, Inc. ("IRI") and/or
Nielsen when estimating sales allowance provisions.

The health and wellness  product  line factors  considered  in  estimating  each
accrual for this product are as stated in TQC RESPONSE to 1. (a) AND (c) and the
particular  methodology  of marketing,  which is direct  selling of  proprietary
products through independent representatives,  adds to the unique nature of such
products.  Currently,  pursuant  to  this  methodology,  returns  are  generally
permitted  within  sixty  days  of  the  sale,  and  other  requirements  of the
agreements with the independent representatives,  which leads to provisions that
represent actual returns and adjustments that are not subject to variations that
could  arise with a greater  time for sales  returns or that are common to other
products or industries.

     c.)  TO THE EXTENT THAT THE INFORMATION YOU CONSIDER IN B. IS QUANTIFIABLE,
          DISCUSS BOTH  QUANTITATIVE  AND QUALITATIVE  FACTORS AND THE EXTENT OF
          AVAILABILITY  AND YOUR USE OF INFORMATION FROM EXTERNAL  SOURCES;  FOR
          EXAMPLE,  END-CUSTOMER  DEMAND DATA COMPARED TO INVENTORY  LEVELS.  IN
          DISCUSSING  YOUR  ESTIMATE  OF  PRODUCT  RETURNS,  PROVIDE  ADDITIONAL
          INFORMATION,  PREFERABLY BY PRODUCT AND IN TABULAR  FORMAT,  REGARDING

                                       2

          THE TOTAL AMOUNT OF PRODUCT IN SALES DOLLARS THAT COULD POTENTIALLY BE
          RETURNED  AS THE MOST RECENT  BALANCE  SHEET  DATE,  DISAGGREGATED  BY
          EXPIRATION PERIOD.

TQC RESPONSE

The qualitative and quantitative  factors considered for any product returns and
adjustments are indicated in TQC RESPONSE to 1.a) AND b).

A tabular format  delineation by specific product for the Cold Remedy Segment is
not provided since Cold-Eeze, which is sold in a lozenge, gum and tablet form is
only one product and represents in excess of 99% of products categorized in this
segment.  A tabular format  delineation  by specific  product for the Health and
Wellness Segment is not provided due to the nature of the proprietary  products,
the limited time for returns and  requirements  as stated in the agreements with
the independent representative of the Health and Wellness Segment along with the
inability to delineate the various product returns and or adjustments as returns
or adjustments are not quantified or recorded by specific product category.

     d.)  IF  APPLICABLE,  DISCUSS ANY SHIPMENTS  MADE AS A RESULT OF INCENTIVES
          AND/OR IN EXCESS OF YOUR CUSTOMERS'  INVENTORY  LEVELS IN THE ORDINARY
          COURSE OF  BUSINESS.  PLEASE ALSO  DISCUSS  YOUR  REVENUE  RECOGNITION
          POLICY FOR SUCH SHIPMENTS.

TQC RESPONSE

In both the Cold Remedy and Health and Wellness Segments, shipments are not made
as a result of incentives in the ordinary  course of business.  Occasionally,  a
new  customer  in the Cold  Remedy  Segment  will be given an  extended  term of
payment  to  60  days  from  31  days  for  only  the  initial  stocking  order.
Additionally,  as the Cold  Remedy  Segment is  seasonal  with the  majority  of
revenues  occurring  in the  fourth  quarter,  customers  will  start  to  build
inventories, based on their prior experiences, modified by published data on the
timing and  quantities  of expected  incidence  of colds by specific  locations,
which is also reviewed as part of the normal  procedures in order fulfillment by
the Company.  As the  foregoing  is not  consequential  or  material,  it is not
specifically considered for sales returns and allowances provisions.

     e.)  A ROLL-FORWARD OF THE LIABILITY FOR EACH ESTIMATE FOR THE PERIODS
               PRESENTED, SHOWING THE FOLLOWING:
               o  BEGINNING BALANCE;
               o  CURRENT PROVISION RELATED TO SALES MADE IN CURRENT PERIOD;
               o  CURRENT PROVISION RELATED TO SALES MADE IN PRIOR PERIODS;
               o  ACTUAL  RETURNS OR CREDITS IN CURRENT  PERIOD RELATED TO SALES
                  MADE IN CURRENT PERIOD;
               o  ACTUAL  RETURNS OR CREDITS IN CURRENT  PERIOD RELATED TO SALES
                  MADE IN PRIOR PERIODS; AND
               o  ENDING BALANCE.

TQC RESPONSE

ACCOUNT - SALES RETURNS & ALLOWANCES                                                     2004               2003
--------------------------------------------------------------------------------     ------------        ----------

Beginning balance                                                                        $403,850           $426,557
Current provision related to sales made in current period*                              1,414,796            937,738
Current provision related to discontinuation of Cold-Eeze nasal spray                     625,756
Current provision related to sales made in prior periods*
Actual returns-credits in current period related to sales made in current period*      (1,335,231)          (960,445)
Actual returns-credits in current period related to sales made in prior period*
                                                                                       ----------           --------
Ending balance                                                                         $1,109,171           $403,850
                                                                                       ==========           ========
* AMOUNTS FOR EACH LINE CATEGORY ARE NOT SPECIFICALLY AVAILABLE

                                       3

ACCOUNT - CASH DISCOUNTS                                                                 2004               2003
--------------------------------------------------------------------------------     ------------        ----------
Beginning balance                                                                        $114,580            $96,961
Current provision related to sales made in current period*                                541,290            471,781
Current provision related to sales made in prior periods*
Actual returns-credits in current period related to sales made in current period*        (563,413)          (454,162)
Actual returns-credits in current period related to sales made in prior period*
                                                                                       ----------           --------
Ending balance                                                                            $92,457           $114,580
                                                                                       ==========           ========
* AMOUNTS FOR EACH LINE CATEGORY ARE NOT SPECIFICALLY AVAILABLE

ACCOUNT - COOPERATIVE ADVERTISING                                                        2004               2003
--------------------------------------------------------------------------------     ------------        ----------
Beginning balance                                                                      $1,294,927           $754,813
Current provision related to sales made in current period*                              2,203,179          2,642,128
Current provision related to sales made in prior periods*
Actual returns-credits in current period related to sales made in current period*      (2,754,724)        (2,102,014)
Actual returns-credits in current period related to sales made in prior period*
                                                                                       ----------           --------
Ending balance                                                                           $743,382         $1,294,927
                                                                                       ==========           ========
* AMOUNTS FOR EACH LINE CATEGORY ARE NOT SPECIFICALLY AVAILABLE

     f.)  FINALLY,  INCLUDE  INFORMATION  REGARDING THE AMOUNT OF AND REASON FOR
          FLUCTUATIONS  WITH RESPECT TO EACH  ITEM/ESTIMATE  THAT REDUCED  GROSS
          REVENUE. PLEASE ADDRESS THE EFFECT THAT CHANGES IN YOUR ESTIMATES WITH
          RESPECT  TO EACH  ITEM HAD ON YOUR  REVENUES  AND  OPERATIONS  FOR THE
          APPLICABLE PERIODS.

TQC RESPONSE

There have been no  significant  fluctuations  to estimates  when comparing such
items as a relative  percentage  of that years  sales with  respect to each item
that  reduced  gross  revenues in the past except for the results for the fiscal
year ended December 31, 2004, which include a returns provision of approximately
$626,000 in the event of future product returns following the discontinuation of
the Cold-Eeze(R) Cold Remedy Nasal Spray product in September 2004.

2.   WE NOTE THAT YOUR ACCOUNTING POLICY WITH RESPECT TO COMMISSION EXPENSE PAID
     TO  DISTRIBUTORS/BROKERS OF YOUR PRODUCTS VARIES DEPENDING ON THE NATURE OF
     THE UNDERLYING AGREEMENT; THAT IS, YOU CLASSIFY CERTAIN COMMISSIONS PAID AS
     A COST OF SALES  VERSUS  ADMINISTRATIVE  EXPENSE.  PLEASE  PROVIDE US, IN A
     DISCLOSURE-TYPE  FORMAT, MORE ABOUT THE NATURE OF THE UNDERLYING  AGREEMENT
     THAT DETERMINES YOUR COMMISSION CLASSIFICATION. IN ADDITION, PLEASE TELL US
     WHY YOU BELIEVE THAT YOUR  CLASSIFICATIONS ARE APPROPRIATE UNDER U.S. GAAP,
     REFERENCING THE AUTHORITATIVE LITERATURE THAT SUPPORTS YOUR TREATMENT.

TQC RESPONSE

                                       4

The following  discussion and citations of U.S. GAAP use  correlations to relate
meaningful  costs that would be  comparative  to other  industries  and that are
relative to sales or relative to other operating  expenses for the two operating
segments  of TQC that  use  different  methodologies  for the  marketing  of its
products.  FAS89, paragraph 17 states "The current cost of inventory owned by an
enterprise is the CURRENT COST OF PURCHASING THE GOODS  CONCERNED OR THE CURRENT
COST OF THE  RESOURCES  REQUIRED TO PRODUCE THE GOODS  CONCERNED  (including  an
allowance for the current  overhead costs according to the allocation bases used
under generally accepted accounting  principles),  whichever would be applicable
in the circumstance of the enterprise.

ARB43,  paragraph 12-4,  statement 3 states "the primary basis of accounting for
inventories is cost,  which

CORRESP
1
filename1.htm

sec document

                             THE QUIGLEY CORPORATION
                                 KELLS BUILDING
                             621 SHADY RETREAT ROAD
                         DOYLESTOWN, PENNSYLVANIA 18901
                                TEL. 215-345-0919
                                FAX 215-345-5920

                                                       August 22, 2005

Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549-6010
Attention: Jim B. Rosenberg

          Re:  The Quigley Corporation
               Form 10-K for the fiscal year ended December 31, 2004
               FILE NO. 000-21617

Ladies and Gentlemen:

     We are in receipt of your comment  letter  dated August 4, 2005.  We are in
the  process  of  preparing  our  response.  We expect  to be able to  provide a
response to you during the week of August 29, 2005.

                                   Sincerely,

                                   /s/ George J. Longo
                                   -------------------
                                   George J. Longo
                                   Vice President and Chief Financial Officer

CORRESP
1
filename1.htm

sec document

                             THE QUIGLEY CORPORATION
                                 KELLS BUILDING
                             621 SHADY RETREAT ROAD
                         DOYLESTOWN, PENNSYLVANIA 18901
                                TEL. 215-345-0919
                                FAX  215-345-5920

                                          August 8, 2005

Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549-6010
Attention: Jim B. Rosenberg

               Re:   The Quigley Corporation
                     Form 10-K for the fiscal year ended December 31, 2004
                     File No. 000-21617
                     ------------------

Ladies and Gentlemen:

            We are in receipt of your comment  letter dated August 4, 2005.  Our
corporate  controller,  Gerard  Gleeson,  is on vacation  and will return to the
office on  August  15,  2005.  Accordingly,  we  expect to be able to  provide a
response to your letter on or before August 22, 2005.

                                   Sincerely,

                                   /s/ George J. Longo
                                   -------------------
                                   George J. Longo
                                   Vice President and Chief Financial Officer

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

Mail Stop 6010

August 4, 2005

Mr. George J. Longo
Vice President and Chief Financial Officer
The Quigley Corporation
Kells Building
621 Shady Retreat Road
Doylestown, PA 18901

      Re:	The Quigley Corporation
		Form 10-K for the fiscal year ended December 31, 2004
	File No. 000-21617

Dear Mr. Longo:

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

	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.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 16

Critical Accounting Policies, page 18

1. We acknowledge your revenue recognition policy as noted herein
and
within your "Summary of Significant Accounting Policies" in the
accompanying notes to your consolidated financial statements.  We
believe that your disclosure related to estimates of items that
reduce your gross revenue, such as sales returns and allowances,
could be defined and improved.  Please provide us with the
following
information in a disclosure-type format:

a).	The type and amount of each accrual at the balance sheet
dates
and the effect that could result from using other reasonably
likely
assumptions than those upon which you currently rely.  For
example,
please provide a range of reasonably likely amounts or another
type
of sensitivity analysis.

b).	The factors that you consider in estimating each accrual,
such
as historical product returns, levels of inventory in your
distribution channels; estimated remaining product shelf lives;
price
changes from competitors and introductions of new products.

c).	To the extent that the information you consider in b. is
quantifiable, discuss both quantitative and qualitative factors
and
the extent of availability and your use of information from
external
sources; for example, end-customer demand data compared to
inventory
levels.  In discussing your estimate of product returns, provide
additional information, preferably by product and in tabular
format,
regarding the total amount of product in sales dollars that could
potentially be returned as of the most recent balance sheet date,
disaggregated by expiration period.
d).	If applicable, discuss any shipments made as a result of
incentives and/or in excess of your customers` inventory levels in
the ordinary course of business. Please also discuss your revenue
recognition policy for such shipments.

e).	A roll-forward of the liability for each estimate for the
periods presented, showing the following:
* beginning balance;
* current provision related to sales made in current period;
* current provision related to sales made in prior periods;
* actual returns or credits in current period related to sales
made
in current period;
* actual returns or credits in current period related to sales
made
in prior periods; and
* ending balance.

f).	Finally, include information regarding the amount of and
reason
for fluctuations with respect to each item/estimate that reduced
gross revenue. Please address the effect that changes in your
estimates with respect to each item had on your revenues and
operations for the applicable periods.

2. We note that your accounting policy with respect to commission
expense paid to distributors/brokers of your products varies
depending on the nature of the underlying agreement; that is, you
classify certain commissions paid as cost of sales versus
administrative expense.  Please provide us, in a disclosure-type
format, more about the nature of the underlying agreement that
determines your commission classification.  In addition, please
tell
us why you believe that your classifications are appropriate under
U.S. GAAP, referencing the authoritative literature that supports
your treatment.

3. We note that you account for cooperative advertising expense as
a
deduction from sales, as opposed to "bonus product," which you
account for as cost of sales. Please tell us why you believe your
accounting treatment for each form of advertising complies with
U.S.
GAAP including EITF 01-9, particularly paragraph 9.

Consolidated Financial Statements, page 23

Consolidated Statements of Cash Flows, page F-4

4. Please provide us with additional information, in a disclosure-
type format, regarding the adjustment to your net income from
operations of $497,048 related to your allowance for doubtful
accounts expense for the year ended December 31, 2004.  Tell us
the
amount of your bad debt expense in 2004 and separately the amount
of
any reduction in your allowance that you recorded to the statement
of
operations with full explanation.  Provide us, in disclosure-type
format, the effect that these amounts had on your operations in
2004.
Also, provide us schedule II as prescribed by rule 5-04 of
Regulation
S-X and tell us why you have not included this schedule in your
filing.

Notes to Consolidated Financial Statements, page F-5

Note 2- Summary of Significant Accounting Policies, page F-7

5. We note that you record expense related to options granted to
non-
employees based on either "the fair values agreed upon with the
grantees" or fair value as determined by the Black-Scholes pricing
model.  Please tell us how your policy correlates to the
accounting
treatment prescribed by SFAS No. 123, particularly paragraphs 8
and
9.

*    *    *    *
      Please provide us the supplemental information requested
within
10 business days of the date of this letter or tell us when you
will
provide a response prior to the expiration of the 10-day period.
Please furnish a letter with your supplemental responses that keys
your responses to our comments. Detailed letters greatly
facilitate
our review.  You should file the letter on EDGAR under the form
type
label CORRESP.  Please understand that we may have additional
comments after reviewing your responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that they
have
provided all information required under the Securities Exchange
Act
of 1934 and that they have provided all information investors
require
for an informed investment decision.  Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

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

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

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking 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.

      You may contact Amy Bruckner, Staff Accountant, at (202)
551-
3657 or Mary Mast, Senior Accountant, at (202) 551-3613 if you
have
questions regarding comments on the financial statements and
related
matters.  Please contact me at (202) 551-3679 with any other
questions.

      Sincerely,

							Jim B. Rosenberg
							Senior Assistant Chief
Accountant
??

??

??

??

George J. Longo
The Quigley Corporation
August 4, 2005
Page 1

</TEXT>
</DOCUMENT>