SecProbe.io

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 ​ A.G.P. / Alliance Global Partners 590 Madison Ave., 28 th Floor New York, NY 10022   September 23, 2025   VIA EDGAR   U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549     Re: Soligenix, Inc.     Registration Statement on Form S-1     File No: 333-290413 ​ ​ ​ ​ Ladies and Gentlemen:   Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), A.G.P / Alliance Global Partners as Placement Agent, hereby requests acceleration of the effective date of the above-referenced Registration Statement so that it will become effective at 5:00pm Eastern Time on September 25, 2025 or as soon thereafter as practicable.       Very truly yours,       A.G.P / Alliance Global Partners   ​         By: /s/ Thomas J. Higgins   Name: Thomas J. Higgins   Title: Managing Director ​ ​ ​

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 Soligenix, Inc. 29 Emmons Drive, Suite B-10 Princeton, NJ 08540 ​ September 23, 2025   VIA EDGAR   United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549   ​ ​ Re:     Soligenix, Inc. Registration Statement on Form S-1 File No. 333-290413 ​   Ladies and Gentlemen:   Pursuant to Rule 461 under the Securities Act of 1933 and on behalf of Soligenix, Inc. (the “Company”), the undersigned hereby requests that the Company’s Registration Statement on Form S-1 (File No. 333-290413), as amended, be declared effective on September 25, 2025, at 5:00 p.m., Eastern Daylight Time, or as soon as practicable thereafter. ​ The Company hereby authorizes its counsel, Driscoll R. Ugarte of Duane Morris LLP, to orally modify or withdraw this request for acceleration. Please contact Mr. Ugarte at (561) 962-2139 with any questions you may have concerning this request, and please notify him when this request for acceleration has been granted. ​     Very truly yours,     SOLIGENIX, INC.         By:  /s/ Christopher J. Schaber     Christopher J. Schaber, PhD President and Chief Executive Officer    cc:  Driscoll R. Ugarte, P.A. Duane Morris LLP ​ ​

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

Christopher Schaber
Chief Executive Officer
Soligenix, Inc.
29 Emmons Drive, Suite B-10
Princeton, NJ 08540

 Re: Soligenix, Inc.
 Draft Registration Statement on Form S-1
 Submitted August 27, 2025
 CIK No. 0000812796
Dear Christopher Schaber:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement and
non-public draft
submission on EDGAR at least two business days prior to the requested effective
date and
time. Please refer to Rules 460 and 461 regarding requests for acceleration. We
remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Tyler Howes at 202-551-3370 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Driscoll R. Ugarte, Esq.
</TEXT>
</DOCUMENT>

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Soligenix, Inc.

29 Emmons Drive, Suite B-10

Princeton, NJ 08540

​

July 30, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Re:

 Soligenix, Inc.

Registration Statement on Form S-1

File No. 333-280993

​

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933 and on behalf of Soligenix, Inc. (the “Company”), the undersigned hereby requests that the Company’s Registration Statement on Form S-1 (File No. 333-280993), as amended, be declared effective on August 2, 2024, at 4:00 p.m., Eastern Daylight Time, or as soon as practicable thereafter.

​

The Company hereby authorizes its counsel, Driscoll R. Ugarte of Duane Morris LLP, to orally modify or withdraw this request for acceleration. Please contact Mr. Ugarte at (561) 962-2139 with any questions you may have concerning this request, and please notify him when this request for acceleration has been granted

​

 Very truly yours,

SOLIGENIX, INC.

 By:

  /s/ Christopher J. Schaber

 Christopher J. Schaber, PhD

President and Chief Executive Officer

 cc:  Driscoll R. Ugarte, P.A.

 Duane Morris LLP

​

​

July 29, 2024
Christopher Schaber
Chief Executive Officer
Soligenix, Inc.
29 Emmons Drive, Suite B-10
Princeton, NJ 08540
Re:Soligenix, Inc.
Registration Statement on Form S-1
Filed July 24, 2024
File No. 333-280993
Dear Christopher Schaber:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that
the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jason Drory at 202-551-8342 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Driscoll R. Ugarte

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​

A.G.P. / Alliance Global Partners

590 Madison Ave., 28th Floor

New York, NY 10022

April 15, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Re:

 Soligenix, Inc.

 Registration Statement on Form S-1, as amended

 File No: 333-276511

​

 ​

 ​

​

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), A.G.P / Alliance Global Partners as Placement Agent, hereby requests acceleration of the effective date of the above-referenced Registration Statement so that it will become effective at 4:30pm Eastern Time on April 15, 2024 or as soon thereafter as practicable.

 Very truly yours,

 A.G.P / Alliance Global Partners

 ​

 By:

 /s/ Thomas J. Higgins

 Name:

  Thomas J. Higgins

 Title:

 Managing Director

​

​

​

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​

Soligenix, Inc.

29 Emmons Drive, Suite B-10

Princeton, NJ 08540

​

April 15, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Re:

 Soligenix, Inc.

Registration Statement on Form S-1

File No. 333-276511

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933 and on behalf of Soligenix, Inc. (the “Company”), the undersigned hereby requests that the Company’s Registration Statement on Form S-1 (File No. 333-276511), as amended, be declared effective on April 15, 2024, at 4:30 p.m., Eastern Daylight Time, or as soon as practicable thereafter.

​

The Company hereby authorizes its counsel, Driscoll R. Ugarte of Duane Morris LLP, to orally modify or withdraw this request for acceleration. Please contact Mr. Ugarte at (561) 962-2139 with any questions you may have concerning this request, and please notify him when this request for acceleration has been granted.

​

 Very truly yours,

SOLIGENIX, INC.

 By:

  /s/ Christopher J. Schaber

 Christopher J. Schaber, PhD

President and Chief Executive Officer

 cc:  Driscoll R. Ugarte, P.A.

 Duane Morris LLP

​

​

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​

Soligenix, Inc.

29 Emmons Drive, Suite B-10

Princeton, NJ 08540

​

April 3, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Re:

 Soligenix, Inc.

Withdrawal of Request for Acceleration of Effectiveness of Registration Statement

Registration Statement on Form S-1, as amended

Commission File No. 333-276511

​

Ladies and Gentlemen:

Reference is made to our letter, filed as correspondence via EDGAR on April 2, 2024, in which we requested the acceleration of the effective date of the above-referenced Registration Statement for April 3, 2024, at 4:30 p.m. Eastern Daylight Time. We are no longer requesting that such Registration Statement be declared effective at this time, and we hereby formally withdraw our request for acceleration of the effective date.

Very truly yours,

​

Soligenix, Inc.

​

​

By: /s/ Christopher J. Schaber​ ​​ ​
Christopher J. Schaber, PhD

President and Chief Executive Officer

cc:  Driscoll R. Ugarte, Esq.

 Duane Morris LLP

​

​

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​

A.G.P. / Alliance Global Partners

590 Madison Ave., 28th Floor

New York, NY 10022

April 2, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Re:

 Soligenix, Inc.

 Registration Statement on Form S-1, as amended

 File No: 333-276511

​

 ​

 ​

​

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), A.G.P / Alliance Global Partners as Placement Agent, hereby requests acceleration of the effective date of the above-referenced Registration Statement so that it will become effective at 4:30pm Eastern Time on April 3, 2024 or as soon thereafter as practicable.

 Very truly yours,

 A.G.P / Alliance Global Partners

 ​

 By:

 /s/ Thomas J. Higgins

 Name:

  Thomas J. Higgins

 Title:

 Managing Director

​

​

​

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​

Soligenix, Inc.

29 Emmons Drive, Suite B-10

Princeton, NJ 08540

​

April 2, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Re:

 Soligenix, Inc.

Registration Statement on Form S-1

File No. 333-276511

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933 and on behalf of Soligenix, Inc. (the “Company”), the undersigned hereby requests that the Company’s Registration Statement on Form S-1 (File No. 333-276511), as amended, be declared effective on April 3, 2024, at 4:30 p.m., Eastern Daylight Time, or as soon as practicable thereafter.

​

The Company hereby authorizes its counsel, Driscoll R. Ugarte of Duane Morris LLP, to orally modify or withdraw this request for acceleration. Please contact Mr. Ugarte at (561) 962 2139 with any questions you may have concerning this request, and please notify him when this request for acceleration has been granted.

​

 Very truly yours,

SOLIGENIX, INC.

 By:

  /s/ Christopher J. Schaber

 Christopher J. Schaber, PhD

President and Chief Executive Officer

 cc:  Driscoll R. Ugarte, P.A.

 Duane Morris LLP

​

​

United States securities and exchange commission logo
January 19, 2024
Christopher Schaber
Chief Executive Officer
Soligenix, Inc.
29 Emmons Drive, Suite B-10
Princeton, New Jersey 08540
Re:Soligenix, Inc.
Registration Statement on Form S-1
Filed January 16, 2024
File No. 333-276511
Dear Christopher Schaber:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jimmy McNamara at 202-551-7349 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Driscoll Ugarte

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​

Soligenix, Inc.

29 Emmons Drive, Suite B-10

Princeton, NJ 08540

​

December 14, 2023

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Re:

 Soligenix, Inc.

Registration Statement on Form S-3

Commission File No. 333-274265

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933 and on behalf of Soligenix, Inc. (the “Company”), the undersigned hereby requests that the Company’s Registration Statement on Form S-3 (Commission File No. 333-274265) filed with the U.S. Securities and Exchange Commission (the “Commission”) on August 30, 2023, as amended by Amendment No. 1 to Form S-3 Registration Statement filed with the Commission on December 8, 2023, be declared effective on December 15, 2023, at 4:00 p.m., Eastern Standard Time, or as soon as practicable thereafter.

​

 Very truly yours,

SOLIGENIX, INC.

 By:

  /s/ Christopher J. Schaber

 Christopher J. Schaber, PhD

President and Chief Executive Officer

 cc:  Driscoll R. Ugarte, P.A.

 Duane Morris LLP

​

​

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​

Soligenix, Inc.

29 Emmons Drive, Suite B-10

Princeton, NJ 08540

​

December 6, 2023

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Re:

 Soligenix, Inc.

Registration Statement on Form S-3

Commission File No. 333-274265

Ladies and Gentlemen:

Reference is made to our letter, filed as correspondence via EDGAR on November 30, 2023, in which we requested the acceleration of the effective date of the above-referenced Registration Statement for December 1, 2023, at 4:00 p.m. Eastern Standard Time, or as soon as practicable thereafter. We are no longer requesting that such Registration Statement be declared effective at this time, and we hereby formally withdraw our request for acceleration of the effective date.

​

 Very truly yours,

SOLIGENIX, INC.

 By:

  /s/ Christopher J. Schaber

 Christopher J. Schaber, PhD

President and Chief Executive Officer

 cc:  Driscoll R. Ugarte, P.A.

 Duane Morris LLP

​

​

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​

Soligenix, Inc.

29 Emmons Drive, Suite B-10

Princeton, NJ 08540

​

November 30, 2023

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

 ​

333-271049

​

Re:

 Soligenix, Inc.

Registration Statement on Form S-3

File No. 333-274265

​

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933 and on behalf of Soligenix, Inc. (the “Company”), the undersigned hereby requests that the Company’s Registration Statement on Form S-3 (Commission File No. 333-274265) filed with the U.S. Securities and Exchange Commission (the “Commission”) on August 30, 2023 (the “Registration Statement”), be declared effective on December 1, 2023, at 4:00 p.m., Eastern Standard Time, or as soon as practicable thereafter.

​

 Very truly yours,

SOLIGENIX, INC.

 By:

  /s/ Christopher J. Schaber

 Christopher J. Schaber, PhD

President and Chief Executive Officer

 cc:  Driscoll R. Ugarte, P.A.

 Duane Morris LLP

​

​

United States securities and exchange commission logo
September 12, 2023
Christopher Schaber
Chief Executive Officer
SOLIGENIX, INC.
29 Emmons Drive, Suite B-10
Princeton, NJ 08540
Re:SOLIGENIX, INC.
Registration Statement on Form S-3
Filed August 30, 2023
File No. 333-274265
Dear Christopher Schaber:
            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 Lauren Hamill at 303-844-1008 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Driscoll Ugarte

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Soligenix, Inc.

29 Emmons Drive, Suite B-10

Princeton, NJ 08540

​

May 4, 2023

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Re:

 Soligenix, Inc.

Registration Statement on Form S-1

File No. 333-271049

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933 and on behalf of Soligenix, Inc. (the “Company”), the undersigned hereby requests that the Company’s Registration Statement on Form S-1 (File No. 333-271049), as amended, be declared effective on May 5, 2023, at 9:00 a.m., Eastern Daylight Time, or as soon as practicable thereafter.

​

The Company hereby authorizes its counsel, Driscoll R. Ugarte of Duane Morris LLP, to orally modify or withdraw this request for acceleration. Please contact Mr. Ugarte at (561) 962 2139 with any questions you may have concerning this request, and please notify him when this request for acceleration has been granted.

​

 Very truly yours,

SOLIGENIX, INC.

 By:

  /s/ Christopher J. Schaber

 Christopher J. Schaber, PhD

President and Chief Executive Officer

 cc:  Driscoll R. Ugarte, P.A.

 Duane Morris LLP

​

​

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​

NEW YORK

LONDON

SINGAPORE

PHILADELPHIA

CHICAGO

WASHINGTON, DC

SAN FRANCISCO

SILICON VALLEY

SAN DIEGO

LOS ANGELES

BOSTON

HOUSTON

DALLAS

FORT WORTH

AUSTIN

FIRM and AFFILIATE OFFICES

 HANOI

HO CHI MINH CITY

SHANGHAI

ATLANTA

BALTIMORE

WILMINGTON

MIAMI

BOCA RATON

PITTSBURGH

NEWARK

LAS VEGAS

CHERRY HILL

LAKE TAHOE

MYANMAR

ALLIANCES IN MEXICO

 ​

 www.duanemorris.com

​

April 19, 2023

Via EDGAR

 PHONE: +1 561 962 2100    FAX: +1 561 962 2101

​

​

​

​

Dillon Hagius

Alan Campbell

​

​

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

​

Attention:Dillon Hagius

Alan Campbell

​

​

 Re:

 Soligenix, Inc.
Registration Statement on Form S-1
Filed March 31, 2023
File No. 333-271049

Ladies and Gentlemen:

On behalf of our client, Soligenix, Inc. (the “Company”), we are submitting this letter in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in a letter, dated April 7, 2023, with respect to the Company’s Registration Statement on Form S-1 (the “Registration Statement”) filed with the Commission on March 31, 2023. We also are electronically filing an amended version of the Registration Statement (the “Amended Registration Statement”).

​

For the Staff’s convenience, we have incorporated your comments into this response letter in italics. Page references in the responses of this letter correspond to the pages of the Amended Registration Statement. The responses to the Staff’s comments set forth below, as well as the changes in the disclosure referenced in the responses, are the responses and changes of the Company, and we are providing them to you on its behalf.

​

Duane Morris llp

1875 NW Corporate Boulevard, SUITE 300

 PHONE: +1 561 962 2100    FAX: +1 561 962 2101

BOCA RATON, FL 33431-8561

 ​

​

​

U.S. Securities and Exchange Commission
April 19, 2023

Page 2

​

Registration Statement on Form S-1

Cover Page

1. We note your disclosure on page 27 that the Common Warrants are exercisable upon issuance. Please revise the heading on the prospectus cover page to reflect that you are also registering the shares of Common Stock underlying the Common Warrants.

Response:  The Company respectfully advises the Staff that it has revised the heading on the prospectus cover page, as well as the information included on the back cover page of the prospectus, in response to the Staff’s comment.

2. Please revise your disclosure to include all of the information that is required by Item 501(b)(8)(iii) of Regulation S-K, including (i) the date that the offering will end, (ii) any minimum purchase requirements and (iii) any arrangements to place the funds in escrow.  If you have not made these arrangements, please state this fact and describe the effect on investors. Additionally, we note your disclosure that delivery of the shares of common stock, pre-funded warrants or common warrants is expected to be made on or about a certain date. Please disclose whether this offering will end in a single closing.

Response:  The Company respectfully advises the Staff that it has revised the disclosure on the prospectus cover page in response to the Staff’s comment. The revised disclosure is as follows:

“The shares of our common stock, pre-funded warrants or common warrants being offered will be sold in a single closing. The shares issuable upon exercise of the pre-funded warrants or common warrants, will be issued upon the exercise thereof. Because there is no minimum number of securities or minimum aggregate amount of proceeds for this offering to close, we may sell fewer than all of the securities offered hereby, and investors in this offering will not receive a refund in the event that we do not sell an amount of securities sufficient to pursue the business goals outlined in this prospectus. Because there is no escrow account and there is no minimum offering amount, investors could be in a position where they have invested in our company, but we are unable to fulfill our objectives due to a lack of interest in this offering. Also, any proceeds from the sale of securities offered by us will be available for our immediate use, despite uncertainty about whether we would be able to use such funds to effectively implement our business plan. The offering of the shares of our common stock, pre-funded warrants or common warrants will end no later than five trading days from the date of this prospectus; however, the shares of our common stock underlying the pre-funded warrants and the common warrants will be offered on a continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”).”

*****

​

U.S. Securities and Exchange Commission
April 19, 2023

Page 3

​

If the Staff has any other comments or requires any additional information, kindly contact the undersigned at (561) 962-2139.

​

 ​

 Very truly yours,

​

 ​

​

 DUANE MORRIS LLP

​

 ​

​

 /s/ Driscoll R. Ugarte

​

 Driscoll R. Ugarte

​

cc:Christopher J. Schaber, PhD, Soligenix, Inc.

Jonathan Guarino, Soligenix, Inc.

​

United States securities and exchange commission logo
April 7, 2023
Christopher Schaber, Ph.D.
President and Chief Executive Officer
Soligenix, Inc.
29 Emmons Drive, Suite B-10
Princeton, New Jersey 08540
Re:Soligenix, Inc.
Registration Statement on Form S-1
Filed March 31, 2023
File No. 333-271049
Dear Christopher Schaber:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1
Cover Page
1.We note your disclosure on page 27 that the Common Warrants are exercisable upon
issuance. Please revise the heading on the prospectus cover page to reflect that you are
also registering the shares of Common Stock underlying the Common Warrants.
2.Please revise your disclosure to include all of the information that is required by Item
501(b)(8)(iii) of Regulation S-K, including (i) the date that the offering will end, (ii) any
minimum purchase requirements and (iii) any arrangements to place the funds in escrow.
If you have not made these arrangements, please state this fact and describe the effect on
investors. Additionally, we note your disclosure that delivery of the shares of common
stock, pre-funded warrants or common warrants is expected to be made on or about a
certain date. Please disclose whether this offering will end in a single closing.

 FirstName LastNameChristopher Schaber, Ph.D.
 Comapany NameSoligenix, Inc.
 April 7, 2023 Page 2
 FirstName LastName
Christopher Schaber, Ph.D.
Soligenix, Inc.
April 7, 2023
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Dillon Hagius at 202-551-7967 or Alan Campbell at 202-551-4224 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Driscoll R. Ugarte

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Soligenix, Inc.

29 Emmons Drive, Suite B-10

Princeton,
NJ 08540

January 27, 2021

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    Re:

        Soligenix, Inc.

        Registration Statement on Form S-3

        Filed January 15, 2021

        File No. 333-252153

Ladies and Gentlemen:

Pursuant to Rule 461 under
the Securities Act of 1933 and on behalf of Soligenix, Inc. (the “Company”), the undersigned hereby requests that the
Company’s Registration Statement on Form S-3 (File No. 333-252153) filed with the U.S. Securities and Exchange Commission
on January 15, 2021, be declared effective on January 29, 2021, at 4:00 p.m., Eastern Standard Time, or as soon as practicable
thereafter.

        Very truly yours,

        SOLIGENIX, INC.

    By:
     /s/ Christopher J. Schaber

        Christopher J. Schaber, PhD

        President and Chief Executive Officer

    cc:
     Driscoll R. Ugarte, P.A.

     Duane Morris LLP

United States securities and exchange commission logo
January 22, 2021
Christopher J. Schaber, Ph.D.
President and Chief Executive Officer
Soligenix, Inc.
29 Emmons Drive, Suite B-10
Princeton, NJ 08540
Re:Soligenix, Inc.
Registration Statement on Form S-3
Filed January 15, 2021
File No. 333-252153
Dear Dr. Schaber:
            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 Deanna Virginio at 202-551-4530 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Driscoll R. Ugarte, Esq.

CORRESP
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Soligenix, Inc.

29 Emmons Drive, Suite B-10

Princeton,
NJ 08540

August 26, 2020

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    Re:

        Soligenix, Inc.

        Amendment No. 2 to Registration Statement on Form S-3

        Commission File No. 333-239928

Ladies and Gentlemen:

Pursuant to Rule 461 under
the Securities Act of 1933 and on behalf of Soligenix, Inc. (the “Company”), the undersigned hereby requests that
the Company’s Amendment No. 2 to Registration Statement on Form S-3 (Commission File No. 333-239928) filed with the U.S.
Securities and Exchange Commission (the “Commission”) on August 14, 2020 (the “Registration Statement”),
be declared effective on August 28, 2020, at 4:00 p.m., Eastern Daylight Time, or as soon as practicable thereafter.

        Very truly yours,

        SOLIGENIX, INC.

    By:
     /s/ Christopher J. Schaber

        Christopher J. Schaber, PhD

        President and Chief Executive Officer

    cc:
    Driscoll R. Ugarte, P.A.

                           Duane Morris
LLP

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    NEW YORK

LONDON

SINGAPORE

PHILADELPHIA

CHICAGO

WASHINGTON, DC

SAN FRANCISCO

SILICON VALLEY

SAN DIEGO

LOS ANGELES

TAIWAN

BOSTON

HOUSTON

AUSTIN

HANOI

HO CHI MINH CITY

        FIRM and AFFILIATE OFFICES

    SHANGHAI

ATLANTA

BALTIMORE

WILMINGTON

MIAMI

BOCA RATON

PITTSBURGH

NEWARK

LAS VEGAS

CHERRY HILL

LAKE TAHOE

MYANMAR

OMAN A GCC REPRESENTATIVE OFFICE

OF DUANE MORRIS

ALLIANCES IN MEXICO

AND SRI LANKA

        www.duanemorris.com

July 31, 2020

Via EDGAR

U.S. Securities and Exchange Commission,

Division of Corporation Finance,

100 F Street, N.E.,

Washington, D.C. 20549.

    Attn:
    Chris Edwards

    Celeste Murphy

    Re:
    Soligenix, Inc.

    Registration Statement on Form S-3

    Filed July 17, 2020

    File No. 333-239928

Dear Ladies and Gentlemen:

On behalf of our client,
Soligenix, Inc. (the “Company”), we are submitting this letter in response to comments from the staff
(the “Staff”) of the Securities and Exchange Commission (the “Commission”)
contained in a letter, dated July 24, 2020, with respect to the Company’s Registration Statement on Form S-3 (the “Registration
Statement”) filed with the Commission on July 17, 2020. We are also electronically filing an amended version of the
Registration Statement (the “Amended Registration Statement”).

For the Staff’s
convenience, we have incorporated your comments into this response letter in italics. Page references in the responses of this
letter correspond to the page numbers in the Amended Registration Statement. The responses to the Staff’s comments set forth
below, as well as the changes in the disclosure referenced in the responses, are the responses and changes of the Company, and
we are providing them to you on its behalf.

Registration Statement
on Form S-3

General

 1. We note that Section 10.7 of your Bylaws provides for the Court of Chancery of the State of
Delaware as the exclusive forum for certain litigation, including any “derivative action.” Please disclose whether
this provision is intended to apply to actions arising under the Exchange Act. In that regard, we note that Section 27 of the Exchange
Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act
or the rules and regulations thereunder. If this provision is not intended to apply to actions arising under the Exchange Act,
please tell us how you will inform investors in future filings that the provision does not apply to any actions arising under the
Exchange Act.

U.S. Securities and Exchange Commission

July 31, 2020

Response:
As discussed with the Staff verbally, the exclusive forum provisions in the Company’s Bylaws are not intended to apply to
claims arising under the Exchange Act. The Company respectfully advises the Staff that it has revised its disclosure on page 10
in response to the Staff’s comment. Further, the Company will file as an exhibit to the Amended Registration Statement an
updated version of the description of its securities, previously filed as Exhibit 4.6 to the Company’s Annual Report on
Form 10-K filed on March 30, 2020, reflecting the revised disclosure on page 10 and will incorporate by reference such exhibit
into the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020 and into future filings made pursuant
to the Exchange Act and the Securities Act, as required by applicable law.

 2. We note that your forum selection
                                         provision identifies the federal district courts of the United States as the exclusive
                                         forum for the resolution of any complaint asserting a cause of action arising under the
                                         Securities Act of 1933, as amended. In that regard, we note that Section 22 of the Securities
                                         Act creates concurrent jurisdiction for federal and state courts over all suits brought
                                         to enforce any duty or liability created by the Securities Act or the rules and regulations
                                         thereunder. Please disclose that there is uncertainty as to whether a court would enforce
                                         such provision and that investors cannot waive compliance with the federal securities
                                         laws and the rules and regulations thereunder.

Response:
The Company respectfully advises the Staff that it has revised its disclosure on page 10 in response to the Staff’s comment.

*	*	*	*	*

Please contact me
at (561) 962-2139 if you wish to discuss the response to the Staff’s comments.

    Very truly yours,

    /s/ Driscoll R. Ugarte

    Driscoll R. Ugarte

    cc:
    Christopher J. Schaber,
    PhD, Soligenix, Inc.

    Jonathan Guarino, Soligenix, Inc

United States securities and exchange commission logo
July 24, 2020
Christopher J. Schaber, Ph.D.
President and Chief Executive Officer
Soligenix, Inc.
29 Emmons Drive, Suite B-10
Princeton, New Jersey 08540
Re:Soligenix, Inc.
Registration Statement on Form S-3
Filed July 17, 2020
File No. 333-239928
Dear Dr. Schaber:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-3
General
1.We note that Section 10.7 of your Bylaws provides for the Court of Chancery of the State
of Delaware as the exclusive forum for certain litigation, including any “derivative
action.” Please disclose whether this provision is intended to apply to actions arising
under the Exchange Act. In that regard, we note that Section 27 of the Exchange Act
creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability
created by the Exchange Act or the rules and regulations thereunder. If this provision is
not intended to apply to actions arising under the Exchange Act, please tell us how you
will inform investors in future filings that the provision does not apply to any actions
arising under the Exchange Act.
2.We note that your forum selection provision identifies the federal district courts of
the United States as the exclusive forum for the resolution of any complaint asserting a

 FirstName LastNameChristopher J. Schaber, Ph.D.
 Comapany NameSoligenix, Inc.
 July 24, 2020 Page 2
 FirstName LastName
Christopher J. Schaber, Ph.D.
Soligenix, Inc.
July 24, 2020
Page 2
cause of action arising under the Securities Act of 1933, as amended. In that regard, we
note that Section 22 of the Securities Act creates concurrent jurisdiction for federal and
state courts over all suits brought to enforce any duty or liability created by the Securities
Act or the rules and regulations thereunder. Please disclose that there is uncertainty as
to whether a court would enforce such provision and that investors cannot waive
compliance with the federal securities laws and the rules and regulations thereunder.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Chris Edwards at (202) 551-6761 or Celeste Murphy at (202) 551-3257
with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Driscoll R. Ugarte

November 28, 2017
Christopher J.  Schaber
President and Chief Executive Officer
Soligenix, Inc.
29 Emmons Drive, Suite B-10
Princeton, NJ 08540
Soligenix, Inc.
Registration Statement on Form S-1
Filed November 20, 2017
File No. 333-221681Re:
Dear Dr. Schaber:
            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 Christine Westbrook at (202) 551-5019 with any questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc: Driscoll R. Ugarte, Esq.

CORRESP
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Soligenix, Inc.

29 Emmons Drive, Suite B-10

Princeton, NJ 08540

November 28, 2017

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Re:  Soligenix,
Inc.

Registration Statement on Form S-1 (SEC File No. 333-221681)

Ladies and Gentlemen:

Pursuant to Rule
461 under the Securities Act of 1933 on behalf of Soligenix, Inc. (the “Company”), the undersigned hereby requests
that the Company’s Registration Statement on Form S-1, SEC File No. 333-221681 (the “Registration Statement”),
be declared effective on November 30, 2017, at 4:00 p.m., Eastern Time, or as soon as practicable thereafter.

In making this request
for acceleration of the effective date of the Registration Statement, the Company hereby acknowledges that:

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

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

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

    Very truly yours,

    Soligenix, Inc.

    By:
    /s/ Christopher J. Schaber

    Christopher J. Schaber, PhD
President and Chief Executive Officer

cc:  Driscoll R. Ugarte, Esq.

    Duane Morris LLP

CORRESP
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Soligenix, Inc.

29 Emmons Drive, Suite C-10

Princeton,
NJ 08540

August 9, 2017

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    Re:

        Soligenix, Inc.

        Registration Statement on Form S-3

        Commission File No. 333-217738

Ladies and Gentlemen:

Pursuant to Rule 461 under
the Securities Act of 1933 and on behalf of Soligenix, Inc. (the “Company”), the undersigned hereby requests that the
Company’s Registration Statement on Form S-3 (Commission File No. 333-217738), as amended by Amendment No. 1 to Form S-3
Registration Statement filed with the Securities and Exchange Commission (the “Commission”) on August 8, 2017 (the
“Registration Statement”), be declared effective on Friday, August 11, 2017, at 4:00 p.m., Eastern Daylight Time, or
as soon as practicable thereafter.

        In
making this request for acceleration of the effective date of the Registration Statement, the Company hereby acknowledges that:

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

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

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

        Very truly yours,

        SOLIGENIX, INC.

    By:
     /s/ Christopher J. Schaber

        Christopher J. Schaber, PhD

        President and Chief Executive Officer

cc:  Driscoll R. Ugarte, P.A.

    Duane Morris LLP

Mail Stop 4546
May 16 , 2017

Christopher J. Schaber, Ph.D.
President and Chie f Executive Officer
Soligenix, Inc.
29 Emmons Drive, Suite C -10
Princeton, NJ 08540

Re: Soligenix, Inc.
  Registration Statement on Form S-3
Filed  May 5 , 2017
  File No.  333-217738

Dear Dr. Schaber :

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 Christine Westbrook  at (202) 551 -5019  with any questions.

Sincerely,

 /s/ Mary Beth Breslin for

Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc: Driscoll Ugarte , Esq.
 Duane Morris LLP

CORRESP
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AEGIS CAPITAL CORP.

810 Seventh Avenue, 18th Floor

New York, New York 10019

November 22, 2016

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    Re:

Soligenix, Inc. (the “Company”)

Registration Statement on Form S-1 (File
No. 333-214038)

Ladies and Gentlemen:

Pursuant to Rule 461 of
the General Rules and Regulations of the United States Securities and Exchange Commission under the Securities Act of 1933, as
amended (the “Securities Act”), we, as representative of the several underwriters, hereby join in the Company’s
request to accelerate the effective date of the above-referenced Registration Statement so that it will become effective at 12:00
P.M., Washington D.C. time, on Tuesday, November 22, 2016, or as soon thereafter as practicable.

We, acting on behalf
of the several underwriters, wish to advise you that,   between November 21, 2016 and November 22, 2016, we distributed and will
distribute to each underwriter or dealer, who is reasonably anticipated to be invited to participate in the distribution of
the securities, as many copies, as well as “E-red” copies of the Preliminary Prospectus, dated November 21, 2016,
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.

    Very truly yours,

    Aegis CAPITAL CORP.

    By:
    /s/ David Hentschel

    Name: David Hentschel
Title: Chief Compliance Officer

CORRESP
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filename1.htm

Soligenix, Inc.

29 Emmons Drive, Suite C-10

Princeton, NJ 08540

November 22, 2016

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    Re:
    Soligenix, Inc.

                           Registration Statement on Form S-1 (SEC File No. 333-214038)

Ladies and Gentlemen:

Pursuant to Rule
461 under the Securities Act of 1933 on behalf of Soligenix, Inc. (the “Company”), the undersigned hereby requests
that the Company’s Registration Statement on Form S-1 (SEC File No. 333-214038), as amended (the “Registration Statement”),
be declared effective on November 22, 2016, at 12:00 p.m., Eastern Time, or as soon as practicable thereafter.

In making this request
for acceleration of the effective date of the Registration Statement, the Company hereby acknowledges that:

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

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

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

    Very truly yours,

    Soligenix, Inc.

    By:
    /s/ Christopher J. Schaber

    Christopher J. Schaber
President and Chief Executive Officer

    cc:
    Driscoll R. Ugarte, Esq.

Duane Morris LLP

CORRESP
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SOLIGENIX, INC.

29 Emmons Drive, Suite C-10

Princeton, NJ 08540

November 16, 2016

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

 Re: Soligenix, Inc.

    Withdrawal of Request for Acceleration
of Effectiveness of Registration Statement

Registration Statement on Form
S-1 (SEC File No. 333-214038)

Ladies and Gentlemen:

Reference is made
to our letter, filed as correspondence via EDGAR on November 16, 2014, in which we requested the acceleration of the effective
date of the above-referenced Registration Statement for November 16, 2016, at 5:00 p.m. Eastern Time. We are no longer requesting
that such Registration Statement be declared effective at this time, and we hereby formally withdraw our request for acceleration
of the effective date.

  Very truly yours,

  Soligenix, Inc.

 By: /s/ Christopher J. Schaber

    Christopher J. Schaber, PhD

    President and Chief Executive Officer

cc
Driscoll R. Ugarte, Esq.

Duane Morris LLP

AEGIS CAPITAL CORP.

810 Seventh Avenue, 18th Floor

New York, New York 10019

November 16, 2016

VIA EDGAR

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention Michael Gerson

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

                                         Withdrawal of Request for Acceleration of Effectiveness of Registration Statement

                                         Registration Statement on Form S-1 (SEC File No. 333-214038)

Ladies and Gentlemen:

Reference is made
to our letter, filed as correspondence via EDGAR on November 16, 2016, in which we, as representative of the several underwriters,
joined in the Company’s request to accelerate the effective date of the above-referenced Registration Statement so that it
would become effective at 5:00 P.M., Washington D.C. time, on Wednesday, November 16, 2016, or as soon thereafter as practicable.
The Company is no longer requesting that such Registration Statement be declared effective at this time, and we hereby formally
withdraw our request for acceleration of the effective date.

    Very truly yours,

    Aegis CAPITAL CORP.

    By:
    /s/ David Hentschel

    Name: David Hentschel
Title: Chief Compliance Officer

CORRESP
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AEGIS CAPITAL CORP.

810 Seventh Avenue, 18th Floor

New York, New York 10019

November 15, 2016

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    Re:

Soligenix, Inc. (the “Company”)

Registration Statement on Form S-1 (File
No. 333-214038)

Ladies and Gentlemen:

Pursuant to Rule 461 of
the General Rules and Regulations of the United States Securities and Exchange Commission under the Securities Act of 1933, as
amended (the “Securities Act”), we, as representative of the several underwriters, hereby join in the Company’s
request to accelerate the effective date of the above-referenced Registration Statement so that it will become effective at 5:00
P.M., Washington D.C. time, on Wednesday, November 16, 2016, or as soon thereafter as practicable.

We, acting on behalf of
the several underwriters, wish to advise you that, between November 14, 2016 and November 15, 2016, we distributed and will distribute
to each underwriter or dealer, who is reasonably anticipated to be invited to participate in the distribution of the securities,
as many copies, as well as “E-red” copies of the Preliminary Prospectus, dated November 14, 2016, 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.

    Very truly yours,

    Aegis CAPITAL CORP.

    By:
    /s/ David Hentschel

    Name: David Hentschel
Title: Chief Compliance Officer

CORRESP
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Soligenix, Inc.

29 Emmons Drive, Suite C-10

Princeton, NJ 08540

November 15, 2016

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    Re:
    Soligenix, Inc.

                           Registration Statement on Form S-1 (SEC File No. 333-214038)

Ladies and Gentlemen:

Pursuant to Rule
461 under the Securities Act of 1933 on behalf of Soligenix, Inc. (the “Company”), the undersigned hereby requests
that the Company’s Registration Statement on Form S-1 (SEC File No. 333-214038), as amended (the “Registration Statement”),
be declared effective on November 16, 2016, at 5:00 p.m., Eastern Time, or as soon as practicable thereafter.

In making this request
for acceleration of the effective date of the Registration Statement, the Company hereby acknowledges that:

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

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

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

    Very truly yours,

    Soligenix, Inc.

    By:
    /s/ Christopher J. Schaber

    Christopher J. Schaber
President and Chief Executive Officer

cc: Driscoll R. Ugarte, Esq.

      Duane Morris LLP

Mail Stop 4546
October 14, 2016

Christopher J. Schaber, Ph.D.
President and Chief Executive Officer
Soligenix, Inc.
29 Emmons Drive, Suite C -10
Princeton, New Jersey 08540

Re: Soligenix, Inc.
  Registration Statement on Form S-1
Filed October 7 , 2016
  File No. 333-214038

Dear Dr. Schaber :

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

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

Please  contact Michael Gershon at (202) 551 -6598  or Mary Beth Breslin at (202) 551 -
3625 with a ny questions.

Sincerely,

 /s/ Mary Beth Breslin for

 Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc: Leslie J. Croland, Esq.

CORRESP
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Soligenix, Inc.

29 Emmons Drive, Suite C-10

Princeton, NJ 08540

April 26, 2016

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    Re:

        Soligenix, Inc.

        Registration Statement on Form S-1

        SEC File No. 333-210665

Ladies and Gentlemen:

Pursuant to Rule 461 under
the Securities Act of 1933 on behalf of Soligenix, Inc. (the “Company”), the undersigned hereby requests that the Company’s
Registration Statement on Form S-1 filed with the Securities and Exchange Commission (the “Commission”) on April 8,
2016 (the “Registration Statement”), be declared effective on April 28, 2016, at 4:00 p.m., Eastern Daylight Time,
or as soon as practicable thereafter.

In making this request
for acceleration of the effective date of the Registration Statement, the Company hereby acknowledges that:

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

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

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

        Very truly yours,

        SOLIGENIX, INC.

    By:
    /s/ Christopher J. Schaber

        Christopher J. Schaber, PhD

        President and Chief Executive Officer

cc:  Driscoll R. Ugarte, Duane
Morris LLP

Mail Stop 4720

April 25, 2016

Via E -mail
Christopher J. Schaber, Ph.D.
President and Chief Executive Officer
Soligenix, Inc.
29 Emmons Drive, Suite C -10
Princeton, New Jersey 08540

Re: Soligenix, Inc.
 Registration Statement on  Form  S-1
Filed  April 8 , 2016
 File No.  333-210665

Dear Dr. Schaber :

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

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

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

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

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

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

Christopher J. Schaber, Ph.D.
Soligenix, Inc.
April 25, 2016
Page 2

 Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities .

Please contact S cot Foley  at (202) 551 -3383  or me at (202) 551 -3675 with any questions.

Sincerely,

 /s/ Suzanne Hayes

Suzanne Hayes
Assistant  Director

cc:  Leslie J. Croland,  Esq.
Driscoll R. Ugarte, Esq.
Duane Morris  LLP

CORRESP
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Soligenix, Inc.

29 Emmons Drive, Suite C-10

Princeton,
NJ 08540

April 14, 2016

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    Re:

        Soligenix, Inc.

        Post-Effective Amendment No. 4 to Registration Statement
        on Form S-1

        Commission File No. 333-192908

Ladies and Gentlemen:

Pursuant to Rule
461 under the Securities Act of 1933 and on behalf of Soligenix, Inc. (the “Company”), the undersigned hereby requests
that the Company’s Post-Effective Amendment No. 4 to Registration Statement on Form S-1 filed with the Securities and Exchange
Commission (the “Commission”) on April 13, 2016 (the “Registration Statement”), be declared effective on
Thursday, April 14, 2016, at 4:00 p.m., Eastern Daylight Time, or as soon as practicable thereafter.

In making this request
for acceleration of the effective date of the Registration Statement, the Company hereby acknowledges that:

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

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

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

        Very truly yours,

        SOLIGENIX, INC.

    By:
     /s/ Christopher J. Schaber

        Christopher J. Schaber, PhD

        President and Chief Executive Officer

cc:  Driscoll R. Ugarte, P.A.

       Duane
Morris LLP

CORRESP
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    NEW
    YORK

    LONDON

    SINGAPORE

    PHILADELPHIA

    CHICAGO

    WASHINGTON, DC

    SAN FRANCISCO

    SILICON VALLEY

    SAN DIEGO

    SHANGHAI

    BOSTON

    HOUSTON

    LOS ANGELES

    HANOI

    HO CHI MINH CITY

        FIRM
        and AFFILIATE OFFICES

        driscoll
        r. ugarte, P.A.

E-MAIL: drugarte@duanemorris.com

        www.duanemorris.com

    ATLANTA

    BALTIMORE

    WILMINGTON

    MIAMI

    BOCA RATON

    PITTSBURGH

    NEWARK

    LAS VEGAS

    CHERRY HILL

    LAKE TAHOE

    MYANMAR

    OMAN A GCC REPRESENTATIVE OFFICE

    OF DUANE MORRIS

    MEXICO CITY

    ALLIANCE WITH

    MIRANDA & ESTAVILLO SRI LANKA

    ALLIANCE WITH

    GOWERS INTERNATIONAL

April 13, 2016

VIA EDGAR AND FEDEX

Suzanne Hayes

Assistant Director

Office of Healthcare and Insurance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re Soligenix, Inc.

Post-Effective Amendment No. 3 to Form S-1

Filed March 31, 2016

  File No. 333-192908

Dear Ms. Hayes:

On behalf of our
client, Soligenix, Inc. (the “Company”), we are responding to the comment of the staff (the “Staff”) of
the Securities and Exchange Commission contained in its letter dated April 13, 2016 (the “Letter”) relating to the
captioned Post-Effective Amendment No. 3 to Form S-1 (“Registration Statement”).

Set forth below
is our response to the Staff’s comment. For your convenience we have incorporated the Staff’s comment into this response
letter.

General

 1. The financial statements and related disclosure in this filing have not been updated to reflect
the results for the year ended December 31, 2015 as required by Item 8-08 of Regulation S-X. Please amend this filing to include
the required financial statements and related information.

    Duane
    Morris llp

    200
    SOUTH BISCAYNE BOULEVARD, SUITE 3400    MIAMI, FL 33131-2318	PHONE: +1 305 960 2200    FAX:
    +1 305 960 2201

Page 2

Response:

In response to the Staff’s comment, the Company
has amended the Registration Statement to include the required financial statements and related information

When the Company
requests acceleration of the effective date of the Registration Statement, as amended, the Company will provide a written statement
acknowledging the matters noted in the three bullet points included in the Letter.

Please contact me
at (561) 962-2139 with any questions or further comments regarding our response to the Staff’s comments.

    Sincerely,

    Duane Morris LLP

    /s/ Driscoll R. Ugarte

    Driscoll
R. Ugarte

cc:  Mr. Scot Foley, Division of Corporation Finance

    Christopher J. Schaber,
Ph.D., Chief Executive Officer and President

Mail Stop 4720
April 1 3, 2016

Christopher J. Schaber, Ph.D.
President and Chief Executive Officer
Soligenix, Inc.
29 Emmons Drive, Suite C -10
Princeton, New Jersey 08540

Re: Soligenix, Inc.
 Post-Effective Amendment No. 3 to Form  S-1
Filed  March 31, 2016
 File No.  333-192908

Dear Dr. Schaber :

We have reviewed your  post-effective amendment  and have the following comment.
Please respond to this letter by amending your registration statement  as requested . If you do not
believe our comment  applies  to your facts and circumstances or do not believe an amendment is
appropriate, please tell us why in  a response.

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

General

1. The financial statements and related disclosure in this filing have not been updated to
reflect the results for the year ended December 31, 2015 as required by Item 8 -08 of
Regulation S -X.  Please amend this filing to include the required financial statements and
related information .

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

Notwithstanding our comment, before we can declare th e amended registration statement
effective, the company should provide us with a letter, acknowledging that:

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

Christopher J. Schaber, Ph.D.
Soligenix, Inc.
April 1 3, 2016
Page 2

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

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

Please contact S cot Foley  at (202) 551 -3383  or Mary Beth Breslin  at (202) 551 -3625  with
any questions.

Sincerely,

 /s/ Mary Beth Breslin for

Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc:  Leslie J. Croland,  Esq.
Duane Morris  LLP

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Soligenix, Inc.

29 Emmons Drive, Suite C-10

Princeton, NJ 08540

August 21, 2015

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    Re:

        Soligenix, Inc.

        Registration Statement on Form S-1

        SEC File No. 333-206055

Ladies and Gentlemen:

Pursuant to Rule
461 under the Securities Act of 1933 on behalf of Soligenix, Inc. (the “Company”), the undersigned hereby requests
that the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission (the “Commission”)
on August 3, 2015, as amended by Amendment No. 1 to Registration Statement on Form S-1 filed with the Commission on August 21,
2015 (as amended, the “Registration Statement”), be declared effective on August 25, 2015, at 4:00 p.m., Eastern Standard
Time, or as soon as practicable thereafter.

In making this request
for acceleration of the effective date of the Registration Statement, the Company hereby acknowledges that:

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

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

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

    Very truly yours,

    SOLIGENIX, INC.

    By:
    /s/ Christopher J. Schaber

        Christopher J. Schaber, PhD

        President and Chief Executive Officer

cc:  Leslie J. Croland, Duane Morris LLP

August 20, 2015

Via E -mail
Christopher J. Schaber, Ph.D.
President and Chief Executive Officer
Soligenix, Inc.
29 Emmons Drive, Suite C -10
Princeton, New Jersey 08540

Re: Soligenix, Inc.
Registration Statement on Form S-1
Filed  August 3, 2015
  File No.  333-206055

Dear Dr. Schaber :

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.

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

Christopher J. Schaber, Ph.D.
Soligenix, Inc.
August 20, 2015
Page 2

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

You may contact Tara Keating Brooks  at (202) 551 -8336  or me at (202) 551 -3715 with
any questions.

Sincerely,

 /s/ Jeffrey P. Riedler

 Jeffrey P. Riedler
Assistant Director

cc: Via E -mail
 Driscoll R. Ugarte
Duane Morris LLP

CORRESP
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Roth
Capital Partners, LLC

888
San Clemente Drive

Newport
Beach, CA 92660

December 17, 2014

Securities
and Exchange Commission

100 F Street,
N.E.

Washington,
D.C. 20549

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

    Registration Statement on Form S-1 (File No. 333-199761)

Ladies and
Gentlemen:

In
connection with the above-captioned registration statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended
(the “Act”), the undersigned hereby joins in the request of the Company that the effective date of such registration
statement be accelerated to 4:00 p.m. (New York Time) on Thursday, December 18, 2014, or as soon thereafter as practicable.

In
making this request the undersigned acknowledges that it is aware of its obligations under the Act as they relate to the public
offering of securities pursuant to the registration statement.

Very truly
yours,

Roth Capital Partners, LLC

    By:
    /s/
    Aaron Gurewitz

    Name:
    Aaron Gurewitz

    Title:
    Head of Equity Capital Markets

CORRESP
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Soligenix, Inc.

29 Emmons Drive, Suite C-10

Princeton, NJ 08540

December 17, 2014

VIA FACSIMILE AND EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    Re:
    Soligenix, Inc.

Registration Statement on Form S-1 (SEC File No. 333-199761)

Ladies and Gentlemen:

Pursuant to Rule
461 under the Securities Act of 1933 on behalf of Soligenix, Inc. (the “Company”), the undersigned hereby requests
that the Company’s Registration Statement on Form S-1 (SEC File No. 333-199761), as amended (the “Registration Statement”)
be declared effective on December 18, 2014, at 4:00 p.m., Eastern Time, or as soon as practicable thereafter.

In making this request
for acceleration of the effective date of the Registration Statement, the Company hereby acknowledges that:

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

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

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

    Very truly yours,

    Soligenix, Inc.

    By:
    /s/ Christopher J. Schaber

    Christopher J. Schaber, PhD

    President and Chief Executive Officer

        cc: Leslie J. Croland, Esq.

              Duane Morris LLP

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    NEW YORK

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     BALTIMORE

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    SINGAPORE

    MIAMI

    PHILADELPHIA
    FIRM and AFFILIATE OFFICES
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    PITTSBURGH

    WASHINGTON, DC
    LESLIE J. CROLAND
    NEWARK

    SAN FRANCISCO
    PERSONAL FAX: +1 305 397 1882
    LAS VEGAS

    SILICON VALLEY
    E-MAIL: ljcroland@duanemorris.com
    CHERRY HILL

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    BOSTON

    MYANMAR

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    OMAN

    LOS ANGELES

    A GCC REPRESENTATIVE OFFICE

    HANOI

    OF DUANE MORRIS

    HO CHI MINH CITY

    ATLANTA

    MEXICO CITY

    ALLIANCE WITH

    MIRANDA & ESTAVILLO

December 16, 2014

VIA EDGAR AND FEDEX

Jeffrey P. Riedler

Assistant Director

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

  Re Soligenix, Inc.

    Registration Statement on Form S-1

    Filed October 31, 2014

    File No. 333-199761

Dear Mr. Riedler:

On behalf of our
client, Soligenix, Inc. (the “Company”), we are responding to the comment of the staff (the “Staff”) of
the Securities and Exchange Commission contained in its letter dated November 14, 2014 (the “Comment Letter”) relating
to the captioned Registration Statement (“Registration Statement”).

Set forth below
is our response to the Staff’s comment. For your convenience we have incorporated the Staff’s comment into this response
letter.

General

1.     Although
Rule 430A of the Securities Act of 1933 permits registrants to omit certain pricing-related information from a registration statement
that is declared effective, your registration statement must include the amount of securities to be offered in a pre-effective
amendment. Please refer to Securities Act Rules C&DI Question 227.02 for guidance. Accordingly, please amend your registration
statement to include the total number of units and the number of warrants in each unit.

    Duane Morris llp

    5100 Town center circle, ste. 650, boca raton, fl 33486

        Division of Corporation Finance

        Securities and Exchange Commission

        December 16, 2014

        Page 2

Response:
In response to the Staff’s comment, the Company has amended the Registration Statement to include the total number of units
and the number of warrants in each unit.

*****

Please contact me
at (305) 960-2250 with any questions or further comments regarding our responses to the Staff’s comments.

    Sincerely,

    /s/ Leslie J. Croland

    Leslie J. Croland

cc:          Christopher J. Schaber, Ph.D., Chief Executive
Officer and President

CORRESP
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November
17, 2014

VIA
EDGAR AND FEDEX

Jeffrey
P. Riedler

Assistant
Director

Division
of Corporation Finance

Securities
and Exchange Commission

100 F Street,
N.E.

Washington,
D.C. 20549

 Re Soligenix,
                                         Inc.

                                         Registration Statement on Form S-1

                                         Filed October 31, 2014

  File
                                         No. 333-199761

Dear
Mr. Riedler:

On
behalf of our client, Soligenix, Inc. (the “Company”), we acknowledge the comment of the staff (the “Staff”)
of the Securities and Exchange Commission contained in its letter dated November 14, 2014 (the “Comment Letter”) relating
to the captioned Registration Statement (“Registration Statement”). The Company is filing Amendment No. 1 to the Registration
Statement (the “Amendment”) to include the Company’s financial statements for the quarter ended September 30,
2014 and to update the disclosure related to the financial statements and certain other items. For the Staff’s convenience,
we are submitting via Federal Express three copies of this letter and six of the Amendment, three of which are clean and three
of which are marked to show all changes made to the Registration Statement.

The
Company will file an additional amendment to the Registration Statement to address the comment of the Staff contained in the Comment
Letter at a later date.

    Duane
    Morris llp

    5100
    Town center circle, ste. 650, boca raton, fl 33486

DM3\3081103.1

Division
of Corporation Finance

Securities
and Exchange Commission

November
17, 2014

Page 2

Please
contact me at (305) 960-2250 with any questions or further comments regarding the Registration Statement or the Amendment.

    Sincerely,

    /s/ Leslie J. Croland

Leslie J. Croland

    cc:
    Christopher J. Schaber, Ph.D., Chief Executive Officer and President

    John
D. Hogoboom, Lowenstein Sandler LLP

    Duane Morris llp

    5100 Town center circle, ste. 650, boca raton, fl 33486

DM3\3081103.1

November 14 , 2014

Via E -mail
Christopher J. Schaber, Ph.D.
President and Chief Executive Officer
Soligenix, Inc.
29 Emmons Drive, Suite C -10
Princeton, New Jersey 08540

Re: Soligenix,  Inc.
  Registration Statement on Form S-1
Filed October 31, 2014
  File No. 333 -199761

Dear Dr. Schaber:

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

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

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

General

1. Although Rule 430A of the Securities Act of 1933 permits registrants t o omit certain
pricing -related information from a registration statement that is declared effective, your
registration statement must include the amount of securities to be offered in a pre -
effective amendment.  Please refer to Securities Act Rules C&DI Qu estion 227.02 for
guidance.  Accordingly, please amend your registration statement to include the total
number of units and the number of warrants in each unit.

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

Christopher J. Schaber , Ph.D.
Soligenix , Inc.
November 14 , 2014
Page 2

 Notwithstanding our comment, in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the compan y
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 st aff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

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

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

Please contact Johnny Gharib at (202) 551 -3170, Bryan Pitko at (202) 551 -3203 or me at
(202) 551 -3715 with any questions.

Sincerely,

 /s/ Bryan J. Pitko for

 Jeffrey P. Riedler
Assistant Director

cc: Via E -mail
Leslie J. Croland, Esq.
Duane Morris LLP

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Soligenix, Inc.

29 Emmons Drive, Suite C-10

Princeton, NJ 08540

November
4, 2014

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    Re:

        Soligenix, Inc.

        Registration Statement on Form S-1

        SEC File No. 333-199038

Ladies and Gentlemen:

Pursuant to Rule
461 under the Securities Act of 1933 on behalf of Soligenix, Inc. (the “Company”), the undersigned hereby requests
that the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission (the “Commission”)
on September 30, 2014 as amended by Amendment No. 1 to Registration Statement on Form S-1 filed with the Commission on November
3, 2014 (as amended, the “Registration Statement”), be declared effective on November 5, 2014, at 4:00 p.m., Eastern
Standard Time, or as soon as practicable thereafter.

In making this request
for acceleration of the effective date of the Registration Statement, the Company hereby acknowledges that:

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

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

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

        Very truly yours,

        SOLIGENIX, INC.

    By:
    /s/ Christopher J. Schaber

        Christopher J. Schaber, PhD

        President and Chief Executive Officer

 cc:  Leslie J. Croland

Duane Morris LLP

October 14, 2014

Via E -mail
Christopher J. Schaber, Ph.D.
President and Chief Executive Officer
Soligenix, Inc.
29 Emmons Drive, Suite C -10
Princeton, New Jersey 08540

Re: Soligenix, Inc.
  Registration Statement on Form S-1
Filed  September 30, 2014
  File No.  333-199038

Dear Dr. Schaber :

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

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

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

General

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

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

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

Christopher J. Schaber, Ph.D.
Soligenix, Inc.
October 14, 2014
Page 2

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

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

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

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

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

Sincerely,

 /s/ Daniel  Greenspan for

Jeffrey P. Riedler
Assistant Director

cc: Leslie J. Croland, Esq.
Duane Morris LLP
Suite 3400
200 South  Biscayne Boulevard
Miami, Florida 33131 -2318

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    acelletter0613_soligenix.htm

Soligenix, Inc.

29 Emmons Drive, Suite C-10

Princeton, NJ 08540

June 20, 2013

VIA FACSIMILE AND EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Re:

Soligenix, Inc. - Registration Statement on Form S-1

SEC File No. 333-184762

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933 on behalf of Soligenix, Inc. (the “Company”), the undersigned hereby requests that the Company’s Registration Statement on Form S-1 (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) be declared effective on June 20, 2013, at 4:00 p.m., Eastern Daylight Time, or as soon as practicable thereafter.

In making this request for acceleration of the effective date of the Registration Statement, the Company hereby acknowledges that:

·

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

·

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

·

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

Very truly yours,

SOLIGENIX, INC.

By:
/s/ Christopher J. Schaber

Christopher J. Schaber, PhD

President and Chief Executive Officer

 cc:  Leslie J. Croland, P.A.

Duane Morris LLP

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    seccorr061913_soligenix.htm

Duane Morris LLP

200 South Biscayne Boulevard, Suite 3400

Miami, Florida 33131

June 19, 2013

VIA EDGAR

Mr. Jeffrey Riedler, Assistant Director

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

RE:
Soligenix, Inc.

Registration Statement on Form S-1

Filed June 13, 2013

SEC File No. 333-184762

Dear Mr. Riedler:

On behalf of our client, Soligenix, Inc., a Delaware corporation (the “Company”), we are responding to the comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission to the above-referenced filing of the Company as set forth in the Staff’s letter dated June 19, 2013 (the “Letter”).  The Company is filing Pre-Effective Amendment No. 5 to the Company’s Registration Statement on Form S-1 (the “Registration Statement”) to file a revised legal opinion to address the comments of the Staff contained in the Letter.

When the Company requests acceleration of the effective date of the Registration Statement, the Company will provide a written statement acknowledging the matters noted in the three bullet points included in the Letter.

If the Staff has any other comments or requires any additional information, kindly contact the undersigned at (306) 960-2250.

Sincerely,

/s/ Leslie J. Croland

cc:           Ms. Amy Reischauer, Division of Corporation Finance

Christopher J. Schaber, Ph.D., Chief Executive Officer and President

June 19, 2013

Via E -Mail
Dr. Christopher J. Schaber, Ph.D.
President and Chief Executive Officer
Soligenix, Inc.
29 Emmons Drive, Suite C -10
Princeton, NJ 08540

Re: Soligenix, Inc.
  Registration Statement on Form S-1
Filed  June 13, 2013
  File No.  333-184762

Dear Dr. Schaber :

We have reviewed your amended registration statement and have the following comment.
We have limited our review of your registration statement to those issues we have addressed in
our comments.

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

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

Exhibit 5.1

Please file a revised legal opinion that opines that:

 the Units themselves are binding obligations of the registrant in accordance with
Section II.B.1.h of Staff Legal Bulletin No. 19;

 each Warrant included in the Units is a binding obligation  of the registrant in
accordance with Section II.B.1.f of Staff Legal Bulletin No. 19; and

 each preferred stock purchase right attached to Soligenix’s common stock is a binding
obligation of the registrant in accordance with Section II.B.1.g of Staff Legal  Bulletin
No. 19.

In addition, please delete your assumption that the registrant has an adequate number of
authorized shares of common stock in accordance with II.B.3.a of Staff Legal Bulletin No. 19.

Dr. Christopher J. Schaber, Ph.D.
Soligenix, Inc.
June 19, 2013
Page 2

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

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

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

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

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

Please refer to Rules 460 and 461 regarding requests for acceleration.  We will consider a
written request for 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 securities specified in the above registration statement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

Please contact Amy Reisch auer at (202) 551 -3793, Daniel Greenspan  at (202) 551 -3623 ,
or me at (202) 551 -3715 with any other questions.

Sincerely,

 /s/ Daniel Greenspan for

Jeffrey P. Riedler
Assistant Director
cc: Via E -Mail
Leslie J. Croland
Duane Morris LLP
200 South Biscayne Boulevard, Suite 3400
Miami, FL 33131 -2318

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Duane Morris LLP

5100 Town Center Circle, Suite 6500

Boca Raton, Florida 33486

June 12, 2013

VIA EDGAR

Mr. Jeffrey Riedler, Assistant Director

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

RE:
Soligenix, Inc.

Registration Statement on Form S-1

Filed November 5, 2012

SEC File No. 333-184762

Dear Mr. Riedler:

On behalf of our client, Soligenix, Inc., a Delaware corporation (the “Company”), we are responding to the comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) to the above-referenced filing of the Company as set forth in the Staff’s letter dated November 19, 2012 (the “Letter”).  For your reference, we have reproduced the comments from the Letter below, which are followed by the Company’s response.

Registration  Statement on Form S-1

1.

Although Rule 430A of the Securities Act of 1933 permits registrants to omit certain pricing-related information from a registration statement that is declared effective, your filing must include the amount of securities to be offered in a pre-effective amendment. Please refer to Securities Act Rules CD&I Question 227.02.  Accordingly, please amend your filing to include the total number of units to be offered, as well as the number of shares of common stock issuable upon exercise of each warrant.

Response:

The Company is filing Pre-Effective Amendment No. 3 to the Company’s Registration Statement on Form S-1 the (the “Registration Statement”) to include the total number of units to be offered, as well as the number of shares of common stock issuable upon exercise of each warrant.

2.

Please amend your filing to describe the terms of the warrants to be registered in this registration statement pursuant to Item 202(c) of Regulation S-K.

Response:

The Company is filing the Registration Statement to describe the terms of the warrants to be registered in the Registration Statement pursuant to Item 202(c) of Regulation S-K.

When the Company requests acceleration of the effective date of the Registration Statement, the Company will acknowledge the matters noted in the three bullet points included in the Letter.

If the Staff has any other comments or requires any additional information, kindly contact the undersigned at (306) 960-2250.

Sincerely,

/s/ Leslie J. Croland

cc:           Ms. Rose Zukin, Division of Corporation Finance

Christopher J. Schaber, Ph.D., Chief Executive Officer and President

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Edwards Wildman Palmer LLP

525 Okeechobee Boulevard, Suite 1600

West Palm Beach, Florida 33411

March 1, 2013

VIA EDGAR

Mr. Jeffrey Riedler, Assistant Director

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

        RE:

Soligenix, Inc.

Registration Statement on Form S-1

Filed November 5, 2012

SEC File No. 333-184762

Dear Mr. Riedler:

On behalf of our client, Soligenix, Inc., a Delaware corporation (the “Company”), we are filing Pre-Effective Amendment No. 1 to the Company’s Registration Statement on Form S-1, File No. 333-184762 (the “Registration Statement”).  The Registration Statement has been revised to include audited financial statements for the Company’s fiscal year ended December 31, 2012 and to update and revise certain disclosures in the document.

Please note that the Registration Statement has not been revised at this time to respond to the comments of the Staff (the “Staff”) of the Securities and Exchange Commission that were contained in the Staff’s November 19, 2012 comment letter (the “Comment Letter”).  The Company intends to file another pre-effective amendment to the Registration Statement and will address the Staff’s comments at that time.

In the event the Company requests acceleration of the Registration Statement, the Company will include an acknowledgement of the matters noted in the three bullet points included in the Comment Letter.

If the Staff has any other comments or requires any additional information, kindly contact the undersigned at (561) 820-0212.

Sincerely,

/s/ Leslie J. Croland

cc:

Christopher J. Schaber, Ph.D.

Chief Executive Officer and President

November 19 , 2012

Via E -mail
Dr. Christopher J. Schaber, Ph.D.
President and Chief Executive Officer
Soligenix, Inc.
29 Emmons Drive, Suite C -10
Princeton, NJ 08540

Re: Soligenix , Inc.
  Registration Statement on Form S-1
Filed  November 5, 2012
  File No.  333-184762

Dear Dr. Schaber :

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

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

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

Registration Statement on Form S -1

1. Although Rule 430A of the Securities Act of 1933 permits registrants to omit certain
pricing -related information from a registration statement that is declared effective, your
filing  must include the amount of securities to be offered in a pre -effective amendment.
Please refer to Securities Act Rules CD&I Question 227.02.  Accordingly, please amend
your filing to include the total number of units to be offered, as well as the number of
shares of common stock issuable upon exercise of each warrant.

2. Please amend your filing to describe the terms of the warrants to be registered in this
registration statement pursuant to Item 202(c) of Regulation S -K.

Dr. Christopher J. Schaber, Ph.D.
Soligenix, Inc.
November 19, 2012
Page 2

 We urge all persons who are r esponsible 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
possess ion of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

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

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

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

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

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

You may contact  Rose Zukin at (202) 551 -3239, Daniel Greenspan at (202) 551 -3623 , or
me at (202) 551 -3710 with any questions.

Sincerely,

 /s/ Daniel Greenspan for

 Jeffrey P. Riedler
Assistant Director

cc: Leslie J. Croland, Esq.
Edwards Wildman Palmer LLP
525 Okeechobee Blvd., Suite 1600
West Palm Beach, FL 33401

February 13, 2012
 Via E-mail

Joe Warusz Vice President Administ ration and Controller
Soligenix, Inc. 29 Emmons Drive, Suite C-10 Princeton, New Jersey 08540
Re: Soligenix, Inc.
 Form 10-K
Filed March 30, 2011 File No. 000-16929

Dear Mr. Warusz:
We have completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi ling to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.
 Sincerely,

 /s/ Daniel Greenspan for
  Jeffrey Riedler
Assistant Director

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SOLIGENIX, INC.

29 Emmons Drive, Suite C-10

Princeton, New Jersey 08540

Phone: (609) 538-8200

February 7, 2012

VIA EDGAR

Mr. Jeffrey Riedler, Assistant Director

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

RE:

Soligenix, Inc.

Form 10-K

Filed March 30, 2011

SEC File No. 000-16929

Dear Mr. Riedler:

We are responding to your January 20, 2012 comment letter.  For your reference, we have included the comments from your letter followed by our responses.

Form 10-K, filed March 30, 2011

1.

We note your responses to our prior comments 2, 3 and 4 and your proposal to include revised disclosure in your upcoming 10-K for the fiscal year ended December 31, 2011.  With respect to this disclosure specifically, and for any disclosure that you intend to revise in response to our comments in this letter, please provide us with a draft of your proposed changes as soon as possible, so that we may have the opportunity to review and comment on the revisions.

Response:

A draft of our revised disclosure in response to this comment is set forth on Exhibit A attached hereto and is organized under headings that reference your prior comments 2, 3, and 4.  We intend to include such information in appropriate sections of our Form 10-K for the fiscal year ended December 31, 2011.

Business, page 3

2.

We note your response to our prior comment 1 and reissue the comment in part.  Please file as an exhibit the written agreement evidencing the grant pursuant to Item 601(b)(10) of Regulation S-K.

Response:

As previously stated in our December 23, 2011 correspondence, the Company has not entered into any material written agreements with The National Institute of Allergy and Infectious Diseases with respect to the grant in question.  Therefore, there is no exhibit that can be filed by the Company pursuant to Item 601(b)(10) of Regulation S-K.

orBec® License Agreement, page 15

3.

We note your response to our prior comment 5 that the license agreement with the University of Texas Medical Branch-Galveston contains no financial obligations to which the company is bound. However, we also note the disclosure on page 15 of your Form 10-K discussing this license which states, “Under the license agreements, we will be obligated to make performance-based milestone payments, as well as royalty payments on any sales of oral BDP.”  Accordingly, we reissue the comment and ask that you describe the material terms of the license, including the aggregate milestones and royalty payments you will be obligated to make.  In addition, please file the license agreement as an exhibit pursuant to Item 601(b)(10) of Regulation S-K.  Given that orBec is your most advanced product and that a confirmatory Phase 3 study is underway, it appears that this license is material to the company.

Response:

The license agreement with the University of Texas Medical Branch-Galveston relating to the application of oral BDP for the treatment of irritable bowel syndrome was terminated effective January 31, 2012.  The Company did not generate any revenues from the technology licensed under the agreement and did not conduct any studies related to such technology.  Accordingly, this license agreement is not a material contract within the meaning of Item 601(b)(10) of Regulation S-K.

RiVax Intellectual Property, page 15

4.

Please revise your exhibit index to correctly incorporate by reference the license agreement with UTSW as Exhibit 10.2 by referencing to Exhibit 10.9 to Form 10-KSB filed March 30, 2004.

Response:

We will revise our exhibit index to correctly incorporate by reference the license agreement with UTSW as Exhibit 10.2 by referencing to Exhibit 10.9 to Form 10-KSB filed March 30, 2004.

*      *      *      *      *

2

In connection with responding to the comment letter, we acknowledge the following:

·

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.

If you require any additional information, kindly contact our outside legal counsel, Leslie J. Croland with Edwards Wildman Palmer LLP at (561) 833-7700.

Sincerely,

/s/ Christopher J. Schaber

Christopher J. Schaber

Chief Executive Officer and President

cc:   Leslie J. Croland

3

Exhibit A

Prior Comment 2

The initial term of the Collaboration and Supply Agreement dated February 11, 2009 between the Company and Sigma-Tau Pharmaceuticals, Inc. (“Sigma-Tau”) expires on a country-by-country basis on the later of: (i) 10 years after the date of the first commercial sale of oral beclomethasone dipropionate (“orBec®”) by Sigma-Tau in such country; or (ii) the expiration of the last to expire of the Company’s patents and patent applications relating to orBec® in such country.  Upon the expiration of the initial term, on a country-by-country basis, the agreement is automatically renewed for periods of five years.  During such renewal periods, each of Sigma-Tau and the Company has the right to terminate the agreement for convenience upon six months and 18 months, respectively, prior written notice.  If the Company terminates the agreement for convenience, the Company is required to transfer to Sigma-Tau or its designee, for no consideration, the U.S. Food and Drug Administration (the “FDA”) and European Medicines Agency (“EMEA”) authorizations which are necessary for the marketing, use, distribution and sale of orBec® and all relevant data and know-how necessary to manufacture and commercialize orBec® in the country and grant to Sigma-Tau a royalty-free, fully paid, perpetual and irrevocable license, with the right to sublicense, to the trademark “orBec” and such know-how.

Either party may terminate the agreement: (i) in the event the other party breaches any material obligation; or (ii) upon the initiation of a proceeding in bankruptcy (voluntary or involuntary), reorganization, dissolution, liquidation or similar proceeding or occurrence.  The Company also has the right to terminate the agreement in the event that Sigma-Tau challenges or assists any third party in the challenge of the validity of any of the Company’s patents or patent applications relating to orBec®.

Upon termination other than for breach by Sigma-Tau, Sigma-Tau has the right to process and sell its inventory for a period of three months following the date of termination, subject to the payment of the amounts owed under the agreement to the Company and continued compliance with the terms of the agreement.

Prior Comment 3

On December 1, 2010, we entered into a definitive license agreement with the University of Colorado (“UC”) for novel technology for use in the development of subunit vaccines with long-term stability, including stability at elevated temperatures.  The Company has an exclusive license to commercially exploit the covered products worldwide, subject to the right of UC, the inventors and future non-profit employers of the inventors, to make and use the covered products for industry-sponsored research, clinical, educational, research or other non-commercial purposes. In consideration for the license, the Company has paid to UC a license fee in the amount of approximately $20,000 and is required to pay to UC (i) certain out-of-pocket expenses incurred by UC in connection with the patent application and issued patent, (ii) milestone payments in the aggregate amount of $1,250,000 and (iii) royalty payments equal to a low single digit percentage  of net sales of the covered products, with the minimum annual royalty payments ranging from $15,000 to $50,000 depending upon the stage of commercialization of the covered products.

Additionally, in the event that the Company sublicenses it rights under this license agreement, the Company will be required to pay UC a declining royalty percentage (depending upon when the sublicense is executed) of any income received by the Company from any sublicensee (excluding royalties) to the Company.

4

The license agreement expires upon the expiration of the licensed patents.  The Company has the right to terminate this agreement upon 60 days prior written notice to UC provided the Company pays all amounts then due.  After such termination, the Company will have the right to sell its inventory for a period not to exceed six months, subject to the payment of the amounts owed under the agreement.  UC has the right to terminate the agreement upon: (i) the Company becoming insolvent or declaring bankruptcy; (ii) 60 days notice, if the Company breaches any obligation under the agreement without curing such breach during such notice period; (iii) the Company violating laws or regulations of governmental authorities which have a material adverse effect on the Company; or (iv) the Company instituting action challenging the validity of the licensed patent.

Prior Comment 4

On November 24, 1998, the Company, Enteron Pharmaceuticals, Inc. (“Enteron”) and George B. McDonald (“Dr. McDonald”) entered into an exclusive license agreement for the rights to intellectual property, including know-how, relating to orBec®.  The Company has an exclusive license to commercially exploit the covered products worldwide, subject to Dr. McDonald’s right to make and use the technology for research purposes and the U.S. Government’s right to use the technology for government purposes.  In consideration for the license, the Company has paid to Dr. McDonald a license fee in the amount of $20,000 and is required to (i) reimburse Dr. McDonald for certain out-of-pocket expenses incurred by Dr. McDonald in connection with the patent applications and issued patents, (ii) pay Dr. McDonald a milestone payment in the amount of $300,000; (iii) issue Dr. McDonald shares of common stock equal to 8% of the Company’s outstanding common stock as of November 24, 1998, with certain anti-dilution protection, and (iv) pay Dr. McDonald royalty payments equal to 6% of net sales of the covered products.

Additionally, in the event that the Company sublicenses it rights under this license agreement, the Company will be required to pay Dr. McDonald 25% of any sublicense fees and royalty payments paid by the sublicense to the Company.

The term of this agreement expires upon the expiration of the licensed patent applications or patents.  After five years from the date of the agreement, Dr. McDonald has the right to terminate this agreement in its entirety or to terminate exclusivity under the agreement if the Company or its sublicense has not commercialized or are not actively attempting to commercialize a covered product.

Additionally, the agreement terminates: (i) automatically upon the Company becoming insolvent; (ii) upon 30 days notice, if the Company breaches any obligation under the agreement without curing such breach during the notice period; and (iii) upon 90 days notice by the Company.  After any termination, the Company will have the right to sell its inventory for a period not to exceed three months following the date of termination, subject to the payment of the amounts owed under the agreement.

On July 26, 2011, the Company, Enteron, and Dr. McDonald entered into an amendment to their exclusive license agreement.  Under the license agreement, Dr. McDonald would have been entitled to receive (i) $1,250,000 upon the closing of the July 26, 2011 amendment executed by the Company and Sigma-Tau; and (ii) $250,000 upon an approval of orBec® by the EMEA.  Pursuant to the amendment, the Company agreed to pay Dr. McDonald (i) $612,500 in cash and $400,000 in common stock of the Company (based upon the closing price of the Company’s common stock on July 26, 2011) upon the closing of the amendment between the Company and Sigma-Tau and (ii) $400,000 in cash upon an approval of orBec® by the EMEA.

5

January 20, 2012
 Via E-mail

Joe Warusz Vice President Administ ration and Controller
Soligenix, Inc.
29 Emmons Drive, Suite C-10
Princeton, New Jersey 08540
Re: Soligenix, Inc.
 Form 10-K
Filed March 30, 2011 File No. 000-16929

Dear Mr. Schaber:
 We have reviewed your response letter da ted December 28, 2012 and have the following
comments.
 Please respond to this letter within te n business days by amending your filing or by
advising us when you will provide the requested  response.  If you do not believe our comments
apply to your facts and circumstances or do not be lieve an amendment is appropriate, please tell
us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.

Form 10-K, filed March 30, 2011

1. We note your responses to our prior commen ts 2, 3 and 4 and your proposal to include
revised disclosure in your upcoming 10-K for the fiscal year ended December 31, 2011.
With respect to this disclosure specifica lly, and for any disclosure that you intend to
revise in response to our comments in this le tter, please provide us with a draft of your
proposed changes as soon as possible, so that  we may have the opportunity to review and
comment on the revisions.
 Business, page 3

2. We note your response to our prior comment 1 and reissue the comment in part.  Please
file as an exhibit the writte n agreement evidencing the gran t pursuant to Item 601(b)(10)
of Regulation S-K.

Joe Warusz Soligenix, Inc. January 20, 2012 Page 2

 orBec License Agreement, page 15

3. We note your response to our prior comment 5 that the license agreement with the
University of Texas Medical Branch-Galveston contains no financial obligations to which
the company is bound.  However, we also note  the disclosure on page 15 of your Form
10-K discussing this license which states, “Under the license agreements, we will be
obligated to make performance-based milest one payments, as well as royalty payments
on any sales of oral BDP.”  Accordingly, we reissue the comment and ask that you describe the material terms of the license, including the aggregate milestones and royalty
payments you will be obligated to make.  In addition, please file the license agreement as
an exhibit pursuant to Item 601(b)(10) of Re gulation S-K.  Given th at orBec is your most
advanced product and that a confirmatory Phas e 3 study is underway, it appears that this
license is material to the company.
 RiVax Intellectual Property, page 15

4. Please revise your exhibit index to correc tly incorporate by re ference the license
agreement with UTSW as E xhibit 10.2 by referencing to Exhibit 10.9 to Form 10-KSB
filed March 30, 2004.

Please contact Johnny Gharib at (202) 551-3170, Daniel Greenspan at (202) 551-3623 or
me at (202) 551-3715 with any questions.
Sincerely,
   /s/ Daniel Greenspan for     Jeffrey Riedler
Assistant Director

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SOLIGENIX, INC.

29 Emmons Drive, Suite C-10

Princeton, New Jersey 08540

Phone: (609) 538-8200

December 23, 2011

VIA EDGAR

Mr. Jeffrey Riedler, Assistant Director

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-0405

 RE

 Soligenix, Inc. (the “Company”)

 Form 10-K

 Filed March 30, 2011

 SEC File No. 000-16929

Dear Mr. Riedler:

We are responding to your December 5, 2011 letter regarding our Form 10-K (the “Form 10-K”) for the fiscal year ended December 31, 2010.  For your reference, we have included in this correspondence each comment from your letter followed by our response.

Form 10-K, filed March 30, 2011

Business, page 3

1.

We note that your main source of revenue has been grant funding from the National Institute of Health (“NIH”) and the National Institute of Allergy and Infectious Diseases (“NIAID”), a division of the NIH.  Please revise your disclosure in your business section to disclose the material terms of these grants, including any conditions on funding, obligations under the grants, and the intellectual property rights of each party.  Please file as exhibits any written agreements between the company and NIH or NIAID, as these appear to be material contracts within the meaning of Item 601(b)(10) of Regulation S-K.

Response:

As disclosed in the Company’s Form 10-K on pages 10, 11 and 16, the Company was awarded in September 2009 a $9.4 million grant from The National Institute of Allergy and Infectious Diseases (the “NIAID”), a division of the National Institute of Health (“NIH”).  It is also disclosed that such grant will fund, over a five-year period, the development of the formulation and manufacturing processes for vaccines that are stable at elevated temperatures, as well as fund the development of improved thermostable adjuvants expected to result in rapidly acting vaccines that can be given with fewer injections over shorter intervals.

Mr. Jeffrey P. Riedler, Assistant Director

United States Securities and Exchange Commission

December 23, 2011

Page 2

The Company also disclosed that its academic partner, the Fred Hutchinson Cancer Research Center (“FHCRC”), received a $1 million grant from the NIH to conduct preclinical studies of oral BDP for the treatment GI radiation injury.  It is noted on page 11 of the Form 10-K, that the Company does not receive any monetary benefit from the NIH grant, but would benefit if the work being conducted at FHCRC is successful.

At the present time, the Company is the direct recipient of only one grant from the NIAID.  The NIAID supports research focused on understanding, controlling and preventing diseases caused by virtually all infectious agents.  In response to threats presented by bioterrorism and emerging infectious diseases, the NIAID has established research programs to facilitate development of countermeasures to select pathogens and toxins.

Through requests for applications, the NIAID invites research applications for projects that will lead to development of, among other things, new vaccines, vaccine technologies and therapeutics.  In 2009, the Company submitted an application in response to a specific NIAID request and was awarded a $9.4 million grant, which, as disclosed in the Form 10-K, will cover a five-year period.  Although the grant has specific requirements with which the Company must comply, such as periodic reporting of scientific activity and requests for reimbursement of expenses incurred under the grant and related facilities and administrative costs of the Company for direct employees working on the grant and other administrative costs, there is no separate written agreement entered into between the Company and NIAID or NIH that would constitute a material contract within the meaning of Item 601(b)(10) of Regulation S-K.

The relationship between the Company and NIAID under the grant in question does not involve any intellectual property rights or any other material terms.  However, as with all U.S. Government grants like our NIAID grant, the U.S. Government retains the right (“march in rights”) to utilize the products being developed by the Company with the grant funds in the event that the U.S. Government determines that such use is in the national interest.  It should be noted that this right has never been exercised by the U.S. Government.  Accordingly, it is the Company’s position that there are no other disclosures that are required to be made in the Company’s Form 10-K with respect to the NIAID grant.

Commercialization and Market, page 6

2.

Please revise your disclosure to include the duration and termination provisions of your collaboration and supply agreement with Sigma-Tau Pharmaceuticals, Inc.

Mr. Jeffrey P. Riedler, Assistant Director

United States Securities and Exchange Commission

December 23, 2011

Page 3

Response:

The Company’s February 11, 2009 agreement with Sigma-Tau Pharmaceuticals, Inc. (“Sigma-Tau”) is incorporated into the Form 10-K by reference to Exhibit 10.43 of the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission (the “SEC”) on February 13, 2009.  The amendment to the agreement was also filed with the SEC on July 28, 2011.  Although certain sections of the documents with regard to milestone payments and royalty rate computation have been redacted pursuant to confidential treatment requests which have been granted by the SEC, the duration and termination provisions of the agreement, which the Company believes are standard for an agreement of this nature, have not been redacted.  Since the Company will be filing its Form 10-K for the fiscal year ending December 31, 2011 within less than four months from the date of this letter, we propose disclosing the duration and termination provisions of the agreement with Sigma-Tau in our next Form 10-K.

BioDefense Overview, page 10

3.

We note that in January 2011, you entered into a definitive license agreement with the University of Colorado.  Please describe the material terms of this agreement, including, but not limited to any payment provisions, royalty rates, aggregate milestones, usage restrictions, exclusivity provisions, obligations/rights to defend, other rights obtained and material obligations that must be met to keep the agreement in place, duration and termination provisions.  Also, please file the agreement as an exhibit pursuant to Item 601(b)(10) of Regulation S-K.

Response:

The Company’s retention of the $9.4 million grant from NIAID does not depend upon the Company retaining its rights under the University of Colorado license agreement.  Accordingly, the license agreement with the University of Colorado is not presently generating any revenues for the Company and may never do so in the future unless the Company is able to commercialize the intellectual property licensed to it under the University of Colorado license agreement.

In addition, the Company initially paid the University of Colorado a license fee of $20,000 and is only obligated to make minimum annual royalty payments of approximately $15,000 and certain additional payments if the Company achieves specified milestones.

In view of the fact that the Company’s financial obligations under the license agreement are not material to the Company at this time and that the Company is not presently generating any revenues as a result of the intellectual property rights granted to the Company under the license agreement, the Company does not consider the agreement to be a material contract within the meaning of Item 601(b)(10) of Regulation S-K.  If and when the Company is successful in commercializing the intellectual property covered by the University of Colorado license agreement and is generating revenues from products utilizing the intellectual property, the Company will file the agreement as a material contract at such time.  In addition, the Company proposes to describe all material terms of the license agreement in the Company’s Form 10-K that will be filed with the SEC within four months from the date of this letter.  The Company however, will seek confidential treatment of any information relating to milestone payments.  We trust that this proposal is acceptable to the staff.

Mr. Jeffrey P. Riedler, Assistant Director

United States Securities and Exchange Commission

December 23, 2011

Page 4

orBec® License Agreement, page 15

4.

We note that in November 1998, you entered into an exclusive, worldwide, royalty bearing license agreement with Dr. George B. McDonald for the rights to the intellectual property and know-how relating to orBec®.  Please describe the material terms of this agreement, including, but not limited to, any payment provisions, royalty rates, aggregate milestones, obligations/rights to defend, other rights obtained and material obligations that must be met to keep the agreement in place, duration and termination provisions.

Response:

The Company filed its license agreement with Dr. McDonald on February 13, 2009 with the Company’s Registration Statement on Form S-1, and has incorporated such agreement into the Form 10-K.  In addition, the amendment with Dr. McDonald was also filed on July 28, 2011 as an exhibit to the Company’s Form 8-K.  Therefore, the company has in effect disclosed all material terms of such license agreement, as amended.  Since the Company will be filing its Form 10-K for the fiscal year ending December 31, 2011 within the next four months, we propose to include all material terms of the license agreement, as amended, in our next Form 10-K.

5.

We note that you also executed an exclusive license to patent applications for “Use of Anti-Inflammatories to Treat Irritable Bowel Syndrome” from the University of Texas Medical Branch-Galveston.  Please describe the material terms of these license agreements, including, but not limited to any payment provisions, royalty rates, aggregate milestones, usage restrictions, obligations/rights to defend, other rights obtained and material obligations that must be met to keep the agreements in place, duration and termination provisions.  Also, please file the license agreements as exhibits pursuant to Item 601(b)(10) of Regulation S-K.

Response:

The license agreement with University of Texas Medical Branch-Galveston contains no financial obligations to which the Company is bound, and the Company does not generate any revenues from the agreement.  Accordingly, the Company does not believe that this license agreement is a material contract within the meaning of Item 601(b)(10) of Regulation S-K.

Mr. Jeffrey P. Riedler, Assistant Director

United States Securities and Exchange Commission

December 23, 2011

Page 5

RiVax Intellectual Property, page 15

6.

We note that in June 2004, you entered into a license agreement with UTSW for the injectable rights to the ricin vaccine, and in October 2004, you negotiated the remaining oral rights to the ricin vaccine.  Please describe the material terms of the license agreement, including, but not limited to royalty rates, aggregate milestones, usage restrictions, exclusivity provisions, obligations, rights to defend, other rights obtained and material obligations that must be met to keep the agreement in place, duration and termination provisions.  Also, please file the license agreement as an exhibit pursuant to Item 601(b)(10) of Regulation S-K.

Response:

The Company’s license agreement with the University of Texas Southwestern Medical Center (“UTSW”) is described on page 15 of the Form 10-K.  In addition, the license agreement is incorporated into the Form 10-K as Exhibit 10.2 by reference to Exhibit 10.8 of the Company’s Form 10-KSB, as amended, for the fiscal year ended December 31, 2004.  As with the other license agreements mentioned in this letter, the Company does not believe that its financial obligations under the agreement are material and presently does not generate any revenues from the intellectual property licensed to it by UTSW.  In view of the fact that the UTSW license agreement has not generated any revenues for the Company and does not contain any material financial obligations to which the Company is bound, the Company does not believe that this license agreement is a material contract within the meaning of Item 601(b)(10) of Regulation S-K.

In connection with responding to the comment letter, we acknowledge the following:

·

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

·

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

·

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

Mr. Jeffrey P. Riedler, Assistant Director

United States Securities and Exchange Commission

December 23, 2011

Page  6

If you require any additional information, please contact our outside legal counsel, Leslie J. Croland with Edwards Wildman Palmer LLP at (561) 833-7700.

Sincerely,

/s/ Christopher J. Schaber

Christopher J. Schaber, Ph.D.

Chief Executive Officer and President

cc:           Leslie J. Croland, P.A.

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Edwards Wildman Palmer LLP

525 Okeechobee Boulevard, Suite 1600

West Palm Beach, FL  33401

December 7, 2011

VIA EDGAR

Mr. Jeffrey Riedler

Assistant Director

Division of Corporations Finance

United States Securities & Exchange Commission

100 F Street, N.E.

Washington, DC  20549-0405

Re:

Soligenix, Inc.

Form 10-K

Filed March 30, 2011

SEC File No. 000-16929

Dear Mr. Riedler:

On behalf of our client, Soligenix, Inc. (the “Company”), we hereby advise you that it is the Company’s intention to respond to your December 5, 2011 letter by no later than December 29, 2011.  If the staff has any questions regarding this letter, please do not hesitate to contact me at 561-820-0212.

Sincerely,

/s/ Leslie J. Croland

Leslie J. Croland

LJC

December 5, 2011
 Via E-mail

Joe Warusz Vice President Administ ration and Controller
Soligenix, Inc.
29 Emmons Drive, Suite C-10
Princeton, New Jersey 08540
Re: Soligenix, Inc.
 Form 10-K
Filed March 30, 2011 File No. 000-16929

Dear Mr. Schaber:
 We have reviewed your filing and have the following comments.
 Please respond to this letter within te n business days by amending your filing or by
advising us when you will provide the requested  response.  If you do not believe our comments
apply to your facts and circumstances or do not be lieve an amendment is appropriate, please tell
us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.

Form 10-K, filed March 30, 2011

Business, page 3

1. We note that your main source of revenue has been grant funding from the National
Institute of Health (“NIH”) and the National In stitute of Allergy and Infectious Diseases
(“NIAID”), a division of the NI H.  Please revise your disclo sure in your business section
to disclose the material terms of thes e grants, including any conditions on funding,
obligations under the grants, and the intellectua l property rights of each  party. Please file
as exhibits any written agreements between  the company and NIH or NIAID, as these
appear to be material contract s within the meaning of Item 601(b)(10) of Regulation S-K.
 Commercialization and Market, page 6

2. Please revise your disclosure to include th e duration and termina tion provisions of your
collaboration and supply agreement with  Sigma-Tau Pharmaceuticals, Inc.

Joe Warusz Soligenix, Inc. December 5, 2011 Page 2

 BioDefense Overview, page 10

3. We note that in January 2011, you entered into  a definitive license agreement with the
University of Colorado.  Please describe the ma terial terms of this agreement, including,
but not limited to any payment provisions, r oyalty rates, aggregate milestones, usage
restrictions, exclusivity provisi ons, obligations/rights to de fend, other rights obtained and
material obligations that must be met to  keep the agreement in place, duration and
termination provisions.  Also, please file the agreement as an exhibit pursuant to Item
601(b)(10) of Regulation S-K.
 orBec License Agreement, page 15

4. We note that in November 1998, you entered into an exclusive, worldwide, royalty
bearing license agreement with Dr. George B.  McDonald for the rights to the intellectual
property and know-how relating to orBec.  Pl ease describe the material terms of this
agreement, including, but not limited to, any payment provisions, roya lty rates, aggregate
milestones, obligations/rights to defend, othe r rights obtained and material obligations
that must be met to keep the agreement in place, duration and termination provisions.

5. We note that you also executed an  exclusive license to patent applications for “Use of
Anti-Inflammatories to Treat Irritable Bowe l Syndrome” from the University of Texas
Medical Branch-Galveston.  Please describe  the material terms of these license
agreements, including, but not limited to any payment provisions, roya lty rates, aggregate
milestones, usage restrictions, obligations/r ights to defend, other rights obtained and
material obligations that must be met to keep the agreements in place, duration and
termination provisions.  Also, please file the license agreements as exhibits pursuant to
Item 601(b)(10) of Regulation S-K.
 RiVax Intellectual Property, page 15

6. We note that in June 2004, you entered into  a license agreement with UTSW for the
injectable rights to the ricin vaccine, a nd in October 2004, you negotiated the remaining
oral rights to the ricin vaccine.  Please de scribe the material terms of the license
agreement, including, but not limited to r oyalty rates, aggregate milestones, usage
restrictions, exclusivity provi sions, obligations, rights to defend, other rights obtained and
material obligations that must be met to  keep the agreement in place, duration and
termination provisions.  Also, please file the license agreemen t as an exhibit pursuant to
Item 601(b)(10) of Regulation S-K.  We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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.

Joe Warusz Soligenix, Inc. December 5, 2011 Page 3

  In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

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

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

Please contact Johnny Gharib at (202) 551-3170, Daniel Greenspan at (202) 551-3623 or
me at (202) 551-3715 with any questions.
Sincerely,
   /s/ Daniel Greenspan for     Jeffrey Riedler
Assistant Director

September 2, 2010

Christopher J. Schaber, Ph.D.    President and Chief Executive Officer    (Principal Executive Officer) Soligenix, Inc. 29 Emmons Drive Suite C-10 Princeton, NJ
Re: Soligenix, Inc.  Form 8-K
Filed August 20, 2010 File No. 000-16929
 Dear Mr. Schaber:
 We have completed our review of your Form 8-K and have no further comments at this
time.
        S i n c e r e l y ,

        T a b a t h a  A k i n s
Staff Accountant

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SOLIGENIX, INC.

29 Emmons Drive, Suite C-10

Princeton, New Jersey 08540

Phone: (609) 538-8200

September 2, 2010

VIA EDGAR AND FAX (202-772-9198)

Ms. Tabatha Atkins, Staff Accountant

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 RE:

Soligenix, Inc.

Form 8-K

Filed August 20, 2010

File No. 000-16929

Dear Ms. Atkins:

We are responding to your August 30, 2010 comment letter.  For your reference, we have included the comments from your letter followed by our responses.

Item 4.01. Changes in Registrant's Certifying Accountant.

1.

The letter provided by your former accountants, Amper, Politziner & Mattia, LLP, references the Form 8-K filed on August 20, 2010.  As the amended Form 8-K filed on August 25, 2010 contains revised disclosure, please have Amper, Politziner & Mattia, LLP update their letter.

Response:

We will amend the Form 8-K to attach an updated letter from Amper, Politziner & Mattia to reference the amended Form 8-K filed on August 25, 2010.

*      *      *      *      *

In connection with responding to the comment letter, we acknowledge the following:

·

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.

If you require any additional information, kindly contact our outside legal counsel, Leslie J. Croland with Edwards Angell Palmer & Dodge LLP at (561) 833-7700.

Sincerely,

/s/ Christopher P. Schnittker

Christopher P. Schnittker

Vice President of Administration and Controller

Cc:    Christopher J. Schaber, Chief Executive Officer and President

          Leslie J. Croland, P.A.

August 30, 2010

Christopher J. Schaber, Ph.D.    President and Chief Executive Officer    (Principal Executive Officer) Soligenix, Inc. 29 Emmons Drive Suite C-10 Princeton, NJ
Re: Soligenix, Inc.  Amended Form 8-K
Filed August 25, 2010 File No. 000-16929
 Dear Mr. Schaber:
 We have reviewed your amended filing and have the following comment.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comment applies to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to this comment, we may have additional comments.

Item 4.01.  Changes in Registra nt’s Certifying Accountant.

1. The letter provided by your former accountants, Amper, Politziner & Mattia, LLP references the Form 8-K filed on August 20, 2010.  As the amended Form 8-K filed on August 25, 2010 contains revised disclosures, please have Amper, Politziner & Mattia,
LLP update their letter.  Refer to  Item 304(a)(3) of Regulation S-K.
 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comment, please provide a written statement from the company
acknowledging that:

Christopher J. Schaber, Ph.D.  Soligenix, Inc.  August 30, 2010 Page 2

• the company is responsible for the adequacy and accuracy of the disclo sure in the filing;

• staff comment 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 comment as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of  the United States.

If you have any questions, please do not hesitate to call me at (202) 551-3658.
        S i n c e r e l y ,            T a b a t h a  A k i n s         S t a f f  A c c o u n t a n t

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SOLIGENIX, INC.

29 Emmons Drive, Suite C-10

Princeton, New Jersey 08540

Phone: (609) 538-8200

August 25, 2010

VIA EDGAR AND FAX (202-772-9198)

Ms. Tabatha Atkins, Staff Accountant

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 RE:

Soligenix, Inc.

Form 8-K

Filed August 20, 2010

File No. 000-16929

Dear Ms. Atkins:

We are responding to your August 24, 2010 comment letter.  For your reference, we have included the comments from your letter followed by our responses.

Item 4.01. Changes in Registrant's Certifying Accountant.

1.

Please amend your filing to specify whether, during your past two fiscal years through August 16, 2010, you consulted Eisner LLP regarding any of the matters outlined in Item 304(a)(2) of Regulation S-K. The current disclosure is silent with respect to the year ended December 31, 2008.

Response:

We will amend the Form 8-K to indicate that we have not, during our past two fiscal years through August 16, 2010, consulted Eisner LLP regarding any of the matters outlined in Item 304(a)(2) of Regulation S-K.

2.

Upon amending your filing, please include, as Exhibit 16, a letter from your former accountants, Amper, Politziner & Mattia, LLP, as required by Item 304(a)(3) of Regulation S-K. Please ensure that your former accountants date their letter.

Response:

We will include with the amended Form 8-K, as Exhibit 16, a dated letter from our former accountants, Amper, Politziner & Mattia, LLP, as required by Item 304(a)(3) of Regulation S-K.

*      *      *      *      *

In connection with responding to the comment letter, we acknowledge the following:

●

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.

If you require any additional information, kindly contact our outside legal counsel, Leslie J. Croland with Edwards Angell Palmer & Dodge LLP at (561) 833-7700.

Sincerely,

/s/ Christopher P. Schnittker

Christopher P. Schnittker

Vice President of Administration and Controller

Cc:

Christopher J. Schaber, Chief Executive Officer and President

Leslie J. Croland, P.A.

August  24, 2010

Christopher J. Schaber, Ph.D.
President and Chief Executive Officer
(Principal Executive O fficer)
Soligenix, Inc.
29 Emmons Drive
Suite C -10
Princeton, NJ

Re: Soligenix, Inc.
 Form 8-K
Filed August 20, 2010
File No. 000-16929

Dear Mr. Schaber :

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

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

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

Item 4.01.   Changes in Regis trant’s Certifying Accountant.
1. Please amend your filing to specify whether, during your p ast two fiscal years through
August 16, 2010 , you consulted Eisner LLP regarding any of the matters outlined in Item
304(a)(2) of Regulation S -K. The current disclosure is silent with respect to the year
ended December 31, 2008.
2. Upon amending your filing, please include, as Exhibit 16, a letter from your former
accountants, Amper, Politziner & Mattia, LLP , as required by Item 304(a)(3) of
Regulation S -K. Please ensure that your former accountants date their letter.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are

Christopher J. Schaber, Ph.D.
Soligenix, Inc.
August 24, 2010
Page 2

in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of t he disclosures they have made.

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

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

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

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

If you have any questions, please do not hesitate to call me at (202) 551 -3658.

       Sincerely,

       Tabatha Akins
       Staff Accountant

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Soligenix, Inc. 29 Emmons Drive, Suite C-10, Princeton, New Jersey 08540

July 12, 2010

Via EDGAR and Facsimile (202) 772-9198

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attn:      Mr. Jeffrey P. Riedler, Assistant Director

Re:
Soligenix, Inc.

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

Filed July 9, 2010

File No. 333-167792

Ladies and Gentlemen:

The undersigned hereby respectfully requests, pursuant to Rule 461 of the Securities Act of 1933, as amended, that Pre-Effective Amendment No. 1 to Form S-1 Registration Statement filed by Soligenix, Inc. (the “Company”) with the United States Securities and Exchange Commission (the “Commission”) on July 9, 2010 (File No. 333-167792) be declared effective as of 4:00 p.m., Eastern Daylight Time, on Tuesday, July 13, 2010, or as soon thereafter as possible.

The undersigned hereby acknowledges that (i) 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; (ii) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and (iii) the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Very truly yours,

Soligenix, Inc.

By:

/s/ Evan Myrianthopoulos

Evan Myrianthopoulos

Chief Financial Officer

cc:           Rose Zukin, Division of Corporation Finance

Christopher J. Schaber, Chief Executive Officer and President

Leslie J. Croland, Esq.

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SOLIGENIX, INC.

29 Emmons Drive, Suite C-10

Princeton, New Jersey 08540

Phone: (609) 538-8200

July 8, 2010

VIA EDGAR AND FAX (202-772-9198)

Mr. Jeffrey P. Riedler, Assistant Director

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-0405

 RE:

Soligenix, Inc.

Registration Statement on Form S-1

Filed June 25, 2010

File No. 333-167792

Dear Mr. Riedler:

We are responding to your July 2, 2010 comment letter.  For your reference, we included the comment from your letter followed by our response.

Form S-1 filed June 25, 2010

Selling Stockholders, page 43

1.

We note that certain members of your Board of Directors are listed as selling shareholders, as well as Sigma Tau Pharmaceuticals, Inc. Please revise your registration statement to identify these board members and Sigma Tau Pharmaceuticals as underwriters, or provide us with a detailed legal analysis supporting your position that these selling shareholders are not underwriters. Please refer to Securities Act Rules, Compliance and Disclosure Interpretation 612.09.

Response:

Sigma Tau Pharmaceuticals, Inc., Gregg A. Lapointe and Robert J. Rubin have waived their rights under the Registration Rights Agreement dated June 15, 2010 to have the resale of their shares of common stock and shares of common stock issuable upon exercise of warrants registered in the Registration Statement on Form S-1.  Accordingly, we will file a Pre-Effective Amendment to the Registration Statement on Form S-1 to remove the shares to be registered on behalf of Sigma Tau Pharmaceuticals, Inc., Gregg A. Lapointe and Robert J. Rubin and to remove them as selling stockholders.

If you require any additional information, kindly contact our outside legal counsel, Leslie J. Croland with Edwards Angell Palmer & Dodge LLP at (561) 833-7700.

Sincerely,

/s/ Evan Myrianthopoulos

Evan Myrianthopoulos

Chief Financial Officer

Cc:

Rose Zukin, Staff Attorney

Christopher J. Schaber, Chief Executive Officer and President

Leslie J. Croland, P.A.

July 2, 2010

Christopher J. Schaber, Ph.D. President and Chief Executive Officer Soligenix, Inc. 29 Emmons Drive, Suite C-10
Princeton, NJ 08540

Re: Soligenix, Inc.
  Registration Statement on Form S-1
Filed June 25, 2010
  File No. 333-167792

Dear Dr. Schaber:
 We have limited our review of your registra tion statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  Where you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.

Form S-1 filed June 25, 2010

Selling Stockholders, page 43

1. We note that certain members of your Bo ard of Directors are listed as selling
shareholders, as well as Sigma Tau Pharmaceuti cals, Inc.  Please revise your registration
statement to identify these board members and Sigma Tau Pharmaceuticals as
underwriters, or provide us with a detailed legal analysis supporting your position that
these selling shareholders are not underwrite rs.  Please refer to Securities Act Rules,
Compliance and Disclosure Interpretation 612.09.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in

Christopher J. Schaber, Ph.D.
Soligenix, Inc. July 2, 2010 Page 2

possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:

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

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

• the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.  Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the registration statement.
 You may contact Rose Zukin at (202) 551-3239 or me at (202) 551-3710 with any
questions.
Sincerely,

Jeffrey P. Riedler Assistant Director
  cc: Leslie J. Croland, Esq.
Edwards Angell Palmer & Dodge LLP 525 Okeechobee Blvd., Suite 1600 West Palm Beach, FL 33401

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      DOR
BioPharma, Inc. 29 Emmons Drive, Suite C-10, Princeton, New Jersey
08540

    April 15,
2009

    Via EDGAR and Facsimile
(202) 772-9217

    Division
of Corporation Finance

    United
States Securities and Exchange Commission

    100 F
Street, N.E.

    Washington,
D.C. 20549-4561

    Attn:                      Jeffrey
P. Riedler

    Re:           DOR
BioPharma, Inc.

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

    Filed April 14, 2009

    File No. 333-157322

    Ladies
and Gentlemen:

    The
undersigned hereby respectfully requests, pursuant to Rule 461 of the Securities
Act of 1933, as amended, that Pre-Effective Amendment No. 1 to Form S-1
Registration Statement filed by DOR BioPharma, Inc. (the “Company”) with the
United States Securities and Exchange Commission (the “Commission”) on April 14,
2009 (File No. 333-157322) be declared effective as of 4:00 p.m., Eastern Time,
on Friday, April 17, 2008, or as soon thereafter as possible.

    The
undersigned hereby acknowledges that (i) 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;
(ii) the action of the Commission or the staff, acting pursuant to delegated
authority, in declaring the filing effective, does not relieve the Company from
its full responsibility for the adequacy and accuracy of the disclosure in the
filing; and (iii) the Company may not assert the declaration of effectiveness as
a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

    Very
truly yours,

    DOR
BioPharma, Inc.

    By: /s/ Christopher J.
Schaber

    Christopher
J. Schaber, Ph.D.

    President
and Chief Executive Officer

    cc:           Leslie
J. Croland, Esq.

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              Leslie
      J. Croland, P.A.

              561.820.0212

              fax
      561.655.8719

              lcroland@eapdlaw.com

    April 14,
2009

    Via EDGAR and Facsimile
(202) 772-9217

    Division
of Corporation Finance

    United
States Securities and Exchange Commission

    100 F
Street, N.E.

    Washington,
D.C. 20549-4561

    Attn:                      Jeffrey
P. Riedler

    Re:           DOR
BioPharma, Inc.

    Registration Statement on Form S-1 (the
"Registration Statement")

    Filed February 13, 2009

    File No. 333-157322

    Ladies
and Gentlemen:

    On behalf
of DOR BioPharma, Inc., we are filing Pre-Effective Amendment No. 1 to the
Registration Statement (the “Amendment”) in order to address the comment set
forth in the letter dated February 25, 2009 from the staff (the “Staff”) of the
United States Securities and Exchange Commission.  The Amendment
provides updated financial statements and financial information throughout the
filing pursuant to Rule 8-08 of Regulation S-X.  The Amendment also is
being filed to register additional shares.

    If the
Staff has any questions or comments, please contact the undersigned at (561)
820-0212.

    Sincerely,

    /s/
Leslie J. Croland

    Leslie J.
Croland, P.A.

Mail Stop 6010          February 25, 2009  Christopher J. Schaber, Ph.D. President and Chief Executive Officer DOR BioPharma, Inc.  850 Bear Tavern Road, Suite 201 Ewing, New Jersey 08628
 Re: DOR BioPharma, Inc.
  Registration Statement on Form S-1
  Filed February 13, 2009
  File No. 333-157322
 Dear Mr. Schaber:   We have limited our review of your filing to those issues we have addressed in
our comments.  Where indicated, we think you should revise your document in response
to these comments.  If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

General

1. Please provide updated financial statemen ts and financial information throughout
the filing pursuant to Rule 8-08 of Regulation S-X.

Pending Confidential Tr eatment Application

2. It appears that the Company has a pendi ng request for confidential treatment in
connection with an application filed February 13, 2009 (Control No. 23161).  We

Christopher J. Schaber, Ph.D.
DOR BioPharma, Inc.  February 25, 2009 Page 2

are currently processing this request and will issue comments, if any, to you in a separate letter that will be forthcoming.  Please be advised that we will not be in a
position to consider a request  for acceleration of effec tiveness of the registration
statement until we resolve all issues con cerning the confidential treatment request.

* * *
  As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
  We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.       Notwithstanding our comments, in the ev ent the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:
• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose th e Commission from taking any action with
respect to the filing;

• the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective,  does not relieve the company from its full responsibility
for the adequacy and accuracy of the disclosure in the filing; and
 • the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.

Christopher J. Schaber, Ph.D.
DOR BioPharma, Inc.  February 25, 2009 Page 3
 We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
  We direct your attention to Rules 460 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.
  Please contact Nandini Ac harya at (202) 551-3495 or me at (202) 551-3715 with
any questions.          S i n c e r e l y ,             J e f f r e y  P .  R i e d l e r          A s s i s t a n t  D i r e c t o r   cc: Leslie J. Croland, Esq.
Edwards Angell Palmer & Dodge LLP One North Clematis Street, Suite 400 West Palm Beach, Florida 33401-5552

CORRESP
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    s1accelerationfusion.htm

      DOR BioPharma, Inc. 850 Bear
Tavern Road, Suite 201, Ewing, New Jersey 08628

    April 2,
2008

    Via EDGAR and Facsimile
(202) 772-9217

    United
States Securities and Exchange Commission

    Division
of Corporation Finance

    100 F
Street, N.E.

    Washington,
D.C. 20549-4561

    Attn:                      Jeffrey
P. Riedler

    Re:           DOR
BioPharma, Inc.

    Registration Statement on Form S-1 (the
"Registration Statement")

    Initially Filed February 14,
2008

    File No. 333-149239

    Ladies
and Gentlemen:

    The
undersigned hereby respectfully requests, pursuant to Rule 461 of the Securities
Act of 1933, as amended, that the Registration Statement on Form S-1 originally
filed by DOR BioPharma, Inc. (the “Company”) with the United States Securities
and Exchange Commission (the “Commission”) on February 14, 2008 (File No.
333-149239), as amended, be declared effective as of 4:00 p.m., Eastern Time, on
Friday, April 4, 2008, or as soon thereafter as possible.

    The
undersigned hereby acknowledges that (i) 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;
(ii) the action of the Commission or the staff, acting pursuant to delegated
authority, in declaring the filing effective, does not relieve the Company from
its full responsibility for the adequacy and accuracy of the disclosure in the
filing; and (iii) the Company may not assert the declaration of effectiveness as
a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

    Very
truly yours,

    DOR
BioPharma, Inc.

    By:  /s/ Christopher J,
Schaber

    Christopher
J. Schaber

    President
and Chief Executive Officer

    cc:           Leslie
J. Croland, Esq.

CORRESP
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filename1.htm

    secletterons1amend.htm

      EDWARDS
ANGELL PALMER & DODGE LLP

      One North
Clematis Street, Suite 400

      West Palm
Beach, FL 33417

    March 31,
2008

    Via EDGAR and Facsimile
(202) 772-9217

    United
States Securities and Exchange Commission

    Division
of Corporation Finance

    100 F
Street, N.E.

    Washington,
D.C. 20549-4561

    Attn:                      Jeffrey
P. Riedler

    Re:           DOR
BioPharma, Inc.

    Registration Statement on Form S-1 (the
"Registration Statement")

    Initially Filed February 14,
2008

    File No. 333-149239

    Ladies
and Gentlemen:

    On behalf
of DOR BioPharma, Inc. (the “Company”), we are filing Amendment No. 1 to the
Registration Statement in order to address the comment set forth in the letter
dated February 15, 2008 from the staff of the United States Securities and
Exchange Commission.  The updated financial information includes the
audited financial statements of the Company for the fiscal year ended December
31, 2007.  The Amendment also is being filed to register additional
shares.

    If you
have any questions, please contact the undersigned at (954)
667-6129.

    Sincerely,

    /s/
Leslie J. Croland

    Leslie J.
Croland, P.A.

Mail Stop 6010          February 15, 2008   Christopher J. Schaber President and Chief Executive Officer DOR BioPharma, Inc. 850 Bear Tavern Road, Suite 201 Ewing, NJ 08628
Re: DOR BioPharma, Inc.
  Registration Statement on Form S-1   Filed February 14, 2008   File Number 333-  149239

Dear Mr. Schaber:

We have reviewed your filing and have the fo llowing comment.  Where indicated, we think
you should revise your document in response to this comment.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or  a revision is unnecessary.  Please be as detailed
as necessary in your explanation.

Form S-1

1. Please note that as of February 15, 2008, the financial statements incl uded in your filing are
no longer timely.  Please provide the company’s audited financial statements for the fiscal
year ended December 31, 2007.

* * *

  We urge all persons who are responsible for th e accuracy and adequacy of the disclosure in
the filings reviewed by the staff to be certain that they have provided all information investors require for an informed decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are re sponsible for the accuracy and adequacy of the
disclosures they have made.

Christopher J. Schaber
DOR BioPharma, Inc. February 15, 2008 Page 2

 Notwithstanding our comments, in the even t the company requests acceleration of the
effective date of the pending registration statement,  it should furnish a letter, at the time of such
request, acknowledging that:
• should the Commission or the staff, acting pursua nt to delegated authority, declare the filing
effective, it does not foreclose the Commission from taking any action with respect to the
filing;

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

• the company may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
 In addition, please be advised th at the Division of Enforcement has access to all information
you provide to the staff of the Divi sion of Corporation Finance in c onnection with our review of your
filing or in response to our comments on your filing.   We will consider a written request for acceleration of the effective date of the registration statement as a confirmation of the fact that those requesting acceleration are aw are of their respective
responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they
relate to the proposed public offeri ng of the securities sp ecified in the above registration statement.
We will act on the request and, pursuant to delegate d authority, grant acceleration of the effective
date.    Please contact Rose Zukin at (202) 551-3239 or me at (202) 551-3710 with any questions.
         S i n c e r e l y ,

          J e f f r e y  P .  R i e d l e r          A s s i s t a n t  D i r e c t o r    cc: Leslie J. Croland, Esq.
Edwards Angell Palmer & Dodge LLP 350 East Las Olas Blvd., Suite 1150 Fort Lauderdale, FL 33334-3607

CORRESP
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filename1.htm

    DOR
      BioPharma,
      Inc.

    1101
      Brickell Avenue, Suite 701-S

    Miami,
      Florida 33131

    April
      16,
      2007

    VIA
      FACSIMILE AND EDGAR

    United
      States Securities and Exchange Commission

    Division
      of Corporation Finance

    100
      F
      Street, NE

    Washington,
      D.C. 20549

    Attention:
      John Krug

    Re: DOR
      BioPharma, Inc.

    Registration
      Statement on Form SB-2

    Pre-Effective
      Amendment No. 1

    Filed
      April 13, 2007

    File
      No. 333-141209

    Ladies
      and Gentlemen:

    The
      undersigned hereby respectfully requests, pursuant to Rule 461 of the Securities
      Act of 1933, as amended, that the Registration Statement on Form SB-2 originally
      filed with the Securities and Exchange Commission (the “Commission”) on March 9,
      2007 (File No. 333-141209), as amended by the Pre-Effective Amendment No. 1
      to
      the Registration Statement on Form SB-2, by DOR BioPharma, Inc. (the “Company”)
      be declared effective as of 3:00 p.m. Eastern Time on Wednesday, April 18,
      2007,
      or as soon thereafter as possible.

    The
      undersigned hereby acknowledges that (i) 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;
      (ii) the action of the Commission or the staff, acting pursuant to delegated
      authority, in declaring the filing effective, does not relieve the Company
      from
      its full responsibility for the adequacy and accuracy of the disclosure in
      the
      filing; and (iii) the Company may not assert the declaration of effectiveness
      as
      a defense in any proceeding initiated by the Commission or any person under
      the
      federal securities laws of the United States.

    Very
      truly yours,

    DOR
      BIOPHARMA, INC.

    By:/s/
      Christopher J. Schaber

    Christopher
      J. Schaber

    President
      and Chief Executive Officer

    cc: Leslie
      J.
      Croland, Esq.

Mail Stop 6010
March 13, 2007

Mr. Christopher J. Schaber
President and Chief Executive Officer
DOR BioPharma, Inc.
1101 Brickell Avenue, Suite 701-S
Miami, Florida 33131

Re: DOR BioPharma, Inc.
  Registration Statement on Form SB-2
Filed March 9, 2007
  File No. 333-141209

Dear Mr. Schaber:

We have limited our review of your filing to those issues we have addressed in
our comments pertaining to signatures.  Where indicated, we think you should revise
your document in response to these comments.   If you disagree, we will consider your
explanation as to why our comment is inappl icable or a revision is unnecessary.  Please
be as detailed as necessary in your explanat ion.  In some of our comments, we may ask
you to provide us with information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Signatures
1. The registration statement should also be si gned by the registrant’s controller or
principal accounting officer .  Any person who occupies  more than one of the
specified positions required to sign the registration statement should indicate each
capacity in which the registra tion statement is signed.  S ee instructions 1 and 2 to
Signatures to Form SB-2.

*  *  *  *  *

Mr. Christopher J. Schaber
Dor BioPharma, Inc.
March 13, 2007
Page 2

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to
expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

Notwithstanding our comments, in the even t the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:

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

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

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

 In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.

We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.

Mr. Christopher J. Schaber
DOR BioPharma, Inc.
March 13, 2007
Page 3

We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this
request at least two business days in a dvance of the requested effective date.

If you have any questions, please call J ohn L. Krug, Senior Counsel, at (202) 551-
3862, or me at (202) 551-3715.

     S i n c e r e l y ,

     J e f f r e y  R i e d l e r
     A s s i s t a n t  D i r e c t o r

cc: Leslie J. Croland, Esq.

Via Facsimile and U.S. Mail Mail Stop 6010          January 30, 2007   Mr. Evan Myrianthopoulos Chief Financial Officer  DOR Biopharma, Inc. 1101 Brickell Avenue, 701-S Miami, FL 33131
Re: DOR Biopharma, Inc.
 Form 10-KSB for the Fiscal Year Ended December 31, 2005
  Filed March 31, 2006
  File No. 000-16929

Dear Mr. Myrianthopoulos:

 We have completed our review of your Form 10-KSB and have no further
comments at this time.           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

    DOR
      BioPharma, Inc.

    1101
      Brickell Avenue

    701-S

    Miami,
      FL
      33131

    January
      25, 2007

    SENT
      VIA EDGAR

    Amy
      C. Bruckner

    Staff
      Accountant

    Division
      of Corporation Finance

    United
      States Securities and Exchange Commission

    100
      F
      Street, NE

    Washington,
      D.C. 20549

    RE:
      Review of Filings and comments related to Form 10KSB for the Fiscal Year Ended
      December 31, 2005 and Form 10QSB for the Fiscal Quarter Ended June 30, 2006.

    Dear
      Ms.
      Buckner:

    This
      letter is in response to the conference call we had on January 16, 2007 at
      11:45
      am concerning comment 5 of your letter dated December 5, 2006.

    We
      acknowledge that the variable accounting treatment of the stock options issued
      in December 2004 may have been misapplied and that the $285,000 expense taken
      in
      2004 should not have been recorded. With respect to FIN 28 we conclude that
      since the options were not available at the time they were granted a grant
      date
      did not exist so it was not necessary to record this expense. We will ensure
      that all future applications of FIN 28 and accounting policies with respect
      to
      stock options and grant dates will be accurately reflected. Our accounting
      policy in all future financial statements will reflect this treatment of stock
      options.

    In
      connection with our responses to your comments, we acknowledge
      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 utilize staff comments as a defense in any proceeding
              initiated by the Commission or any person under the federal securities
              laws of the United States.

    If
      you
      should have any further questions please do not hesitate to call me at
      786-425-3848.

    Sincerely,

    /s/Evan
      Myrianthopoulos

    Evan
      Myrianthopoulos

    Chief
      Financial Officer

    DOR
      BioPharma, Inc.

    MD/SEC/2Comment

CORRESP
1
filename1.htm

      DOR SEC Comment Letter 2nd Response for Letter of 12-5-06

    DOR
      BioPharma, Inc.

    1101
      Brickell Avenue

    701-S

    Miami,
      FL
      33131

    December
      18, 2006

    SENT
      VIA EDGAR

    Amy
      C. Buckner

    Staff
      Accountant

    Division
      of Corporation Finance

    United
      States Securities and Exchange Commission

    100
      F
      Street, NE

    Washington,
      D.C. 20549

    RE:
      Review of Filings and comments related to Form 10KSB for the Fiscal Year Ended
      December 31, 2005 and Form 10QSB for the Fiscal Quarter Ended June 30, 2006.

    Dear
      Ms.
      Buckner:

    Thank
      you
      for the opportunity to work with you and discuss the disclosure requirements.
      This letter is in response to your letter dated December 5, 2006. Below please
      find our responses to your inquiries and comments.

    Form
      10-KSB for the Fiscal Year Ended December 31,
      2005

    Management’s
      Discussion and Analysis or Plan of Operation

    Material
      Changes in Results of Operations

    1.
      We
      acknowledge your response to comment 2. Please provide us with additional
      information, in a disclosure-type format, that reconciles the total research
      and
      development expense presented in your proposed disclosure for each project
      to
      the total research and development expense on the face of your statement of
      operations for the year ended December 31, 2005. More specifically, the
      aggregate 2005 expense per proposed disclosure appears to be $5,766,478, which
      does not reconcile to the face of your 2005 statement of operations. Please
      either reconcile the individual project information to the aggregate 2005
      expense or tell us why the amounts per your proposed disclosure do not reconcile
      to the 2005 statement.

    RESPONSE
      for 1.:

    We
      hereby
      supplement the information previously supplied to you for comment 2..

    The
      table
      below details our costs for 2005 and 2006 by project.

              2005

              Projects-Research
                & Development Expenses

              orBec®

              $
                2,209,770

              RiVax™

              480,120

              BT-VACC™

              979,247

              Oraprine™

              8,100

              LPMTM-Leuprolide

              3,900

              Research
                & Development Expense

              $
                3,681,137

              Projects-Reimbursed
                under Grant

              orBec®

              $
                124,958

              RiVax™

              1,942,076

              BT-VACC™

              -

              Oraprine™

              -

              LPMTM-Leuprolide

              -

              Reimbursed
                under Grant

              $
                2,067,034

              TOTAL

              $
                5,748,171

    In
      addition, from previous response to 2.A, that read:

    “Since
      2000, we have incurred expenses of $13,925,498 in the development of
      orBec®.
      Research and development costs for orBec®
      totaled $2,209,770 in 2005 and $1,940,052 in the second quarter of 2006. Since
      June 30th
      2006, we anticipate that the remaining R&D costs for orBec®
      will
      approximate $2 million. If orBec®
      is
      approved by the FDA in the first quarter of 2007, we expect
      orBec®
      to
      begin generating revenues by the third quarter of 2007. If the FDA rejects
      the
      NDA or does not approve orBec®
      in a
      timely manner, our financial condition, liquidity, and ability to raise
      additional equity financing could be impaired.”

    Correction
      to read:

    Since
      2000, we have incurred expenses of $13,925,498 in the development of
      orBec®.
      Research and development costs for orBec®
      totaled
      $2,209,770 in 2005 of which $124,958 are for costs reimbursed under the FDA
      orphan products grant and $1,940,052 in the second quarter of 2006. Since June
      30th
      2006, we
      anticipate that the remaining R&D costs for orBec®
      will
      approximate $2 million. If orBec®
      is
      approved by the FDA in the third quarter of 2007, we expect orBec®
      to begin
      generating revenues by the fourth quarter of 2007. If the FDA rejects the NDA
      or
      does not approve orBec®
      in a
      timely manner (or in accordance with anticipated and established timelines),
      our
      financial condition, liquidity, and ability to raise additional equity financing
      could be impaired.

    In
      addition, from previous response to 2.B, that read:

    “The
      costs that we have incurred to develop RiVax™
      since
      2002 to date total $6,360,523. R&D costs for RiVax™
      totaled $2,565,461 in 2005 and $2,130,516 in the second quarter of 2006”

    Correction
      to read:

    The
      costs
      that we have incurred to develop RiVax™ since 2002 to date total $6,360,523.
      R&D costs for RiVax™ totaled $2,422,196 in 2005 of which $1,942,076 are for
      costs reimbursed under the NIH grant, and $2,130,516 in the second quarter
      of
      2006, of which $1,128,257 are for costs reimbursed under this grant.

    Notes
      to Consolidated Financial Statements

    Note
      2. Summary of Significant Accounting Policies

    Intangible
      Asset

          2.

            We
              acknowledge your response to comment 4. Please provide us with further
              detail regarding the “alternative future use” associated with both the
              UTSW RiVax vaccine license ($425k) and the SRI Brookwood license fee
              ($600k), as contemplated under paragraph 11c. of SFAS No. 2. Specifically,
              please tell us whether you could have used the RiVax vaccine and the
              SRI/Brookwood platform technology, in their current condition at the
              time
              of purchase, in other identifiable research and development projects
              that
              you had identified to be commenced at a future date and whether you
              could
              reasonably believe that any such future projects would generate economic
              benefit for your company. Finally, please clarify for us the financial
              reporting period during which you capitalized each of these license
              fees
              and tell us what the unamortized balance was related to each as of
              December 31, 2005.

    RESPONSE
      for 2.:

    We
      hereby
      supplement the information previously supplied to you for comment 4. As
      explained most of our intangible assets have alternative future uses; this
      is
      common in the pharmaceutical development industry. Of the intangible asset
      balance, $1,025,000 is for up-front license costs. We purchased a license from
      the University of Texas Southwestern (“UTSW”), for the license to the
      RiVaxTM
      vaccine
      for $425,000. We also purchased a license from a “pharmaceutical company” namely
      Southern Research Institute/Brookwood Pharmaceuticals, for a license of
      microsphere technology for $600,000. We capitalize license costs because they
      have alternative future use as referred to in paragraph
      11 c. of SFAS No.2.
      We
      believe that both of these intangible assets purchased have alternative future
      uses. With respect to UTSW, we believe that arising out of the development
      of
      the vaccine RiVaxTM,
      our
      vaccine against ricin toxin, could potentially be a therapeutic antibody product
      to treat patients exposed to ricin toxin; this product would be purified
      antibodies from the serum of vaccinated animals or humans. In addition, the
      technology addresses specific methods to create vaccines from toxins that have
      similar structure, so that it is possible that a series of related vaccines
      can
      be developed. The technology is also applicable to distinctly different forms
      of
      vaccines which can be utilized by different patient populations based on route
      of delivery. Specifically, we envision future uses of the ricin vaccine for
      oral
      and nasal administration. Such uses also demand the introduction of
      complementary technology. With respect to SRI/Brookwood, at the time we
      purchased the license in 1998, we were aware that this technology was a platform
      technology for oral and nasal delivery of vaccines. This technology was also
      a
      key element of the business model of Innovaccines Corporation, a joint venture
      that we formed with Elan Corporation. In 2002, we and Elan dissolved
      Innovaccines, but we purchased the Elan rights to the microsphere technology,
      with a view toward developing its applications in biodefense and emerging
      infectious disease vaccines. This included the application to anthrax, plague,
      ricin, and other biowarfare toxins and pathogens. The value to us at the time
      was certainly in the knowledge that it could be applied to the development
      of
      any and all subunit vaccines that could be administered orally, as well as
      specific biodefense applications. Specifically, we engaged in product
      development for an orally administered ricin vaccine based on the SRI/Brookwood
      microspheres, but found that the technology did not have sufficient potency
      for
      commercial development. Consequently, due to its cost and reduced development
      prospects we decided to terminate the SRI/Brookwood agreement and have
      subsequently impaired the asset in the second quarter of 2006.

          3.

            We
              acknowledge your response to comment 5. It remains unclear, based on
              your
              response, how you concluded that it is appropriate to capitalize costs
              related to the protection/maintenance of your patent rights. Please
              tell
              us the basis for future accounting policy, referring to applicable
              authoritative accounting literature. Please also quantify for us the
              amount of such costs that you capitalized for the financial statement
              periods presented in your 2005 Form 10-KSB and tell us where you
              classified those cost on the related balance
              sheets

    RESPONSE
      for 3.:

    We
      hereby
      supplement the information previously supplied to you for comment 5. We
      capitalize legal costs associated with the protection and maintenance of our
      patents. For a development stage company with drug and vaccine products in
      an
      often lengthy basic and clinical research process, we believe that patent rights
      form one of our most valuable assets. Patents and patent applications are a
      key
      currency of intellectual property, especially in the early stage of product
      development, as their purchase and maintenance gives us access to key product
      development rights from our academic and industrial partners. These rights
      can
      also be sold or sub-licensed as part of our strategy to partner our products
      at
      each stage of development. The legal costs incurred for these patents consist
      of
      work designed to protect, preserve, maintain and perhaps extend the lives of
      the
      patents. Therefore, our policy is to capitalize these costs and amortize them
      over the remaining useful life of the patents. We
      maintain that we capitalize this based on intangible assets and the alternative
      future use as referred to in SFAS
      No.142 and
      in
      paragraph 11 c. of SFAS No. 2 as
      well
      as in the response to 2.

    During
      2005, we capitalized $250,570 in patent related costs. This amount is
      represented in the Cash Flow statement, in the section for investing activities
      presented in the 2005 10-KSB financial statements. On the balance sheet this
      amount is presented on the line intangible
      assets, net
      in the
      amount of $1,803,020. We also explain this amount in note 5 of the 2005 10-KSB.
      Attached is the excerpt from note 5.

    5.
      Intangible Assets

    The
      following is a summary of intangible assets which consists of licenses and
      patents:

              Weighted
                Average Amortization period
                (years)

              Cost

              Accumulated

              Amortization

              Net
                Book Value

              December
                31, 2005

              10.2

              $
                2,605,472

              $
                802,452

              $
                1,803,020

              December
                31, 2004

              10.6

              $
                2,611,195

              $
                728,741

              $
                1,882,454

    Amortization
      expense was $168,841 and $302,449 for 2005 and 2004, respectively.

    Revenue
      Recognition

          4.

            We
              acknowledge your response to comment 6. Please confirm that you will
              include the expanded disclosure provided in your September 8, 2006
              response letter in your next periodic report to be filed with the
              Commission, presumably your December 31, 2006 Form 10-KSB.

    RESPONSE
      for 4.:

    We
      will
      include the following disclosure in future filings:

    All
      of
      our revenues are from government grants which are based upon subcontractor
      costs
      and internal costs covered by the grant, plus a facilities and administrative
      rate that provides funding for overhead expenses. Revenues are recognized when
      expenses have been incurred by subcontractors or when we incur internal expenses
      that are related to the grant.

    Note
      7. Shareholders’ Equity

    Common
      Stock

    Stock
      Compensation to
      Non-Employees

    5.
      We
      acknowledge your response to comment 8. Pursuant to Question 18 of FIN 44, it
      does not appear that a “grant date” existed for the 2004 employee/director
      options in question until your board/shareholders approved your 2005 Equity
      Incentive Plan. As a result, it remains unclear why you believe variable
      accounting was appropriate for these stock options in December 2004. Giving
      consideration to Question 18 of FIN 44, please clarify your accounting position
      for us. Additionally, please provide us with a materiality analysis under
      provisions of SAB No. 99 with respect to the $285,000 that you recorded as
      expense in fiscal 2004 and subsequently reversed to income in fiscal
      2005.

    RESPONSE
      for 5.:

    We
      believe that the answer provided in our previous response is adequate
      notwithstanding question 18 of FIN 44, that concludes that if a grant is not
      approved a measurement date does not exist and that in December of 2004, our
      authorized number of options under the then current 1995 stock option plan
      was
      insufficient to grant the options described above. The options were 1,764,339
      in
      excess of the authorized number. Therefore, determination of a measurement
      date
      was not possible until the new plan was approved by the shareholders. According
      to FIN28, Footnote 1, “Plans for which the number of shares of stock that may be
      acquired by or awarded to an employee or the price or both are not specified
      or
      determinable until after the date of grant

CORRESP
1
filename1.htm

    EDWARDS
      ANGELL PALMER & DODGE LLP

    350
      E.
      Las Olas Boulevard, Suite 1150

    Fort
      Lauderdale, FL 33301

    December
      11, 2006

    By
      EDGAR and Fax (202-772-9217)

    Jeffrey
      Riedler

    Assistant
      Director

    United
      States Securities and Exchange Commission

    Division
      of Corporation Finance

    450
      Fifth
      Street, N.W.

    Washington,
      D.C. 20549-0405

    Re: DOR
      BioPharma, Inc.

    Preliminary
      Proxy Statement filed December 1, 2006

    Dear
      Mr.
      Riedler:

    On
      behalf
      of DOR BioPharma, Inc. (the “Company”), we are providing the staff with this
      letter responding to the comments in the staff’s letter dated December 7, 2006
      (the “Letter”) with respect to the captioned matter. For your reference, we have
      reproduced the comment from the Letter, followed by the response.

    Proposal
      2. Amendment to the amended and restated certificate of incorporation to
      increase the number of authorized shares

    We
      note
      your planned use for the additional authorized shares and the fact you have
      in
      excess of 30 million shares currently available. Please expand the discussion
      to
      address your liquidity needs and timing. In addition, please provide more
      information relative to the specific nature of the transactions under
      negotiation to enable shareholders to understand the likelihood and the number
      of additional shares that may be issued in connection with the transactions
      and
      future financings currently under consideration.

    Company
      Response

    The
      Company has expanded the disclosure in the “Purpose of Charter Amendment”
section of the proxy statement in response to this comment. Such language is
      marked on the attached and will be included in the Company’s definitive proxy
      statement.

    If
      you
      require additional information or have further comment, please contact the
      undersigned at 954.667.6129.

    Sincerely,

    /s/
      Leslie J. Croland

    Leslie
      J.
      Croland, P.A.

    PROPOSAL
      2

    AMENDMENT
      TO THE AMENDED AND RESTATED CERTIFICATE OF

    INCORPORATION
      TO INCREASE THE NUMBER OF AUTHORIZED SHARES

    General

    Our
      Amended and Restated Certificate of Incorporation currently provides for
      150,000,000 shares of authorized Common Stock. On November 24, 2006, our Board
      of Directors adopted a resolution to amend the Amended and Restated Certificate
      of Incorporation to increase the authorized number of shares of Common Stock
      to
      250,000,000, subject to stockholder approval of the amendment. No changes will
      be made to the number of authorized shares of our preferred stock.

    The
      proposed amendment to the Amended and Restated Certificate of Incorporation
      will
      be effected by amending the first two introductory paragraphs of Article FOURTH
      thereof to read in full as follows:

    "The
      total number of shares of capital stock of all classes which the Corporation
      shall have authority to issue is two hundred fifty five million (255,000,000)
      shares, of which two hundred fifty million (250,000,000) shares, of par value
      of
      $.001 per share, shall be of a class designated "Common Stock," four million
      six
      hundred thousand (4,600,000) shares, of a par value of $.001 per share, shall
      be
      of a class designated "Preferred Stock," two hundred thousand (200,000) shares,
      of a par value of $.05 per share, shall be of a class designated "Series B
      Convertible Preferred Stock," and two hundred thousand (200,000) shares, of
      a
      par value of $.05 per share, shall be of a class designated "Series C
      Convertible Preferred Stock."

    The
      designations, powers, preferences, privileges, and relative, participating,
      option, or other special rights and qualifications, limitations, or restrictions
      of the above classes of capital stock shall be as follows:"

    A
      copy of
      the proposed amendment to our Amended and Restated Certificate of Incorporation
      is set forth in Annex A attached hereto.

    Purpose
      of Charter Amendment

    As
      of
      November 3, 2006, we had 68,778,401 shares of Common Stock outstanding. In
      addition, as of such date, 36.628.789 shares were reserved for issuance upon
      exercise of outstanding warrants and 11,649,339 shares were reserved for
      issuance upon exercise of presently outstanding options under the 1995 Amended
      and Restated Omnibus Incentive Plan and options granted under the 2005 Equity
      Incentive Plan. Based upon the foregoing number of outstanding and reserved
      shares of Common Stock, we have 32,943,471 shares remaining available for other
      purposes. We also have 3,000,644 shares available for future option grants
      under
      the 2005 Equity Incentive Plan and 0 shares available for future option grants
      under the 1995 Amended and Restated Omnibus Incentive Plan.

        The
          proposed increase in the number of shares available for issuance under
          the
          Certificate is intended to provide the Board of Directors with authority,
          without further action of the stockholders, to issue the additional shares
          of
          Common Stock, from time to time in such amounts as the Board of Directors
          deems
          necessary. Without limitation of the foregoing, the additional shares may
          be
          issued in connection with (1) capital raising transactions through the
          sale of
          Common Stock and/or securities convertible into or exercisable for Common
          Stock
          in the private and/or public equity markets to support a higher level of
          growth,
          respond to competitive pressures, develop new products and services and
          support
          new strategic partnership expenditures and (2) strategic partnering or
          acquisition transactions involving the issuance of our securities as
          well as to meet long-term corporate
          objectives.

      Although
        we do have near term financing needs, the need to increase the authorized
        is
        primarily driven by our desire to have sufficient shares available for possible
        merger and acquisition activities and other corporate development objectives
        that may occur over the coming years. However, we have no present plans to
        engage in such activities. We are currently engaged in discussions with
        potential investors with respect to several different financing transactions
        ranging from $2 million to $5 million. Based on current market conditions,
        we
        should have enough authorized shares to complete such potential transactions.
        We
        would use the proceeds from such a transaction primarily to: (1) support
        regulatory functions in connection with our recent New Drug Application (“NDA”)
        and Marketing Authorization Application (“MAA”) filings with the Food and Drug
        Administration (“FDA”) and European Medicines Evaluation Agency (“EMEA”) for
        marketing approval for orBec® in the U.S. and Europe; (2) complete
        the process validation in support of the orBec® NDA and MAA filings;
        (3) advance our BioDefense programs; and (4) provide for general and
        administrative expenses. At the present time, we have no agreements,
        understandings or arrangements to issue any securities. Furthermore, we can
        provide no assurances that a financing will be completed.

    In
      the
      absence of a proportionate increase in our earnings and book value, an increase
      in the aggregate number of outstanding shares of Common Stock caused by the
      issuance of the additional shares would dilute the earnings per share (including
      projected future earnings per share) and book value per share of all outstanding
      shares of our Common Stock. If such factors were reflected in the price per
      share of the Common Stock, the potential realizable value of a stockholder's
      investment could be adversely affected. An issuance of additional shares of
      Common Stock could therefore have an adverse effect on the potential realizable
      value of a stockholder's investment. The holders of outstanding shares of Common
      Stock have no preemptive rights to purchase additional shares.

    The
      proposed increase in the authorized number of shares of Common Stock could
      have
      other effects on our stockholders. The increase could deter takeovers, in that
      additional shares could be issued (within the limits imposed by applicable
      law)
      in one or more transactions that could make a change in control or takeover
      of
      us more difficult. For example, additional shares could be issued by us so
      as to
      dilute the stock ownership or voting rights of persons seeking to obtain
      control. Similarly, the issuance of additional shares to certain persons allied
      with our management could have the effect of making it more difficult to remove
      our current management by diluting the stock ownership or voting rights of
      persons seeking to cause such removal.

    Recommendation
      of the Board of Directors

    The
      Board
      of Directors recommends that you vote "FOR" the approval of the amendment to
      our
      Amended and Restated Certificate of Incorporation.

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

Mail Stop 0610					December 7, 2006

James Clavijo, C.P.A.
Controller, Treasurer and Secretary
DOR BioPharma, Inc.
1101 Brickell Avenue, Suite 701-S
Miami, Florida 33131

Re:	DOR BioPharma, Inc.
	Preliminary proxy statement filed December 1, 2006
	File No. 0-16929

Dear Mr. Clavijo:

      We have reviewed your filing solely with respect to proposal
number two and have the following comments.  Where indicated, we
think you should revise your document in response to these
comments.
If you disagree, we will consider your explanation as to why our
comment is inapplicable or a revision is unnecessary.  Please be
as
detailed as necessary in your explanation.  In some of our
comments,
we may ask you to provide us with supplemental information so we
may
better understand your disclosure.  After reviewing this
information,
we may or may not raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Proposal 2.  Amendment to the amended and restated certificate of
incorporation to increase the number of authorized shares

We note your planned use for the additional authorized shares and
the
fact you have in excess of 30 million shares currently available.
Please expand the discussion to address your liquidity needs and
timing.  In addition, please provide more information relative to
the
specific nature of the transactions under negotiation to enable
shareholders to understand the likelihood and the number of
additional shares that may be issued in connection with the
transactions and future financings currently under consideration.

* * * * *
Mr. James Clavijo
DOR BioPharma, Inc.
December 7, 2006
Page 2

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

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

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

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

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

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

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

	You may contact John L. Krug at (202) 551-3862, Senior
Counsel,
or me at (202) 551-3715 if you have any questions.

Sincerely,

Jeffrey Riedler
Assistant Director

</TEXT>
</DOCUMENT>

Via Facsimile and U.S. Mail Mail Stop 6010                                                                                                   December 5, 2006  Mr. Evan Myrianthopoulos Chief Financial Officer  Dor Biopharma, Inc. 1101 Brickell Avenue, 701-S Miami, FL 33131
Re: Form 10-KSB for the Fiscal Year Ended December 31, 2005
  Filed March 31, 2006
  File No. 000-16929

Dear Mr. Myrianthopoulos:
  We have reviewed your September 8, 2006 response to our August 15, 2006 letter
and have the following comments. In our co mments, we ask you to provide us with
information so we may better understand your disclosure.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.
 Form 10-KSB for the Fiscal Year Ended December 31, 2005

Management’s Discussion and Anal ysis or Plan of Operation

Material Changes in Results of Operations
 1. We acknowledge your response to comment 2. Please provide us with additional
information, in a disclosure-type format, that reconciles the total research and
development expense presented in your pr oposed disclosure for each project to
the total research and development e xpense on the face of your statement of
operations for the year ended Decem ber 31, 2005. More specifically, the
aggregate 2005 expense per your proposed  disclosure appears to be $5,766,478,
which does not reconcile to the face of  your 2005 statement of operations. Please

Mr. Evan Myrianthopoulos
Dor Biopharma, Inc. December 5, 2006 Page 2
 either reconcile the individual project in formation to the aggregate 2005 expense
or tell us why the amounts per your propos ed disclosure do not reconcile to the
2005 statement of operations.
 Notes to Consolidated Financial Statements

 Note 2. Summary of Significant Accounting Policies

 Intangible Assets

 2. We acknowledge your response to comment  4. Please provide us with further
detail regarding the “alternative future  use” associated with both the UTSW
RiVax vaccine license ($425k) and the SRI Brookwood license fee ($600k), as contemplated under paragraph 11c. of SFA S No. 2. Specifically, please tell us
whether you could have used the RiVa x vaccine and the SRI/Brookwood platform
technology, in their current c ondition at the time of purchas e, in other identifiable
research and development projects that you had identified to be commenced at a
future date and whether you could reasonably believe that any such future projects
would generate economic benefit for your company. Finally, please clarify for us
the financial reporting period during whic h you capitalized each of these license
fees and tell us what the unamortized ba lance was related to each as of December
31, 2005.
 3. We acknowledge your response to comment 5. It remains unclear, based on your
response, how you concluded that it is appr opriate to capitalize co sts related to the
protection/maintenance of your patent right s. Please tell us the basis for your
accounting policy, referring to applicable  authoritative acco unting literature.
Please also quantify for us the amount of such costs that you capitalized for the
financial statement periods presented in your 2005 Form 10-KSB and tell us
where you classified those costs on the related balance sheets.
 Revenue Recognition

4. We acknowledge your response to comme nt 6. Please confirm that you will
include the expanded disclosure provid ed in your September 8, 2006 response
letter in your next periodic  report to be filed with  the Commission, presumably
your December 31, 2006 Form 10-KSB.

Note 7. Shareholders’ Equity
 Stock Compensation to Non-Employees

 5. We acknowledge your response to comment  8. Pursuant to Question 18 of FIN
44, it does not appear that a “grant dat e” existed for the 2004 employee/director

Mr. Evan Myrianthopoulos
Dor Biopharma, Inc. December 5, 2006 Page 3
 options in question until your board/s hareholders approved your 2005 Equity
Incentive Plan. As a result, it remains unclear why you believe variable accounting was appropriate for these stock options in December 2004. Giving
consideration to Question 18 of FIN 44, please clarify your accounting position
for us. Additionally, please provide us with a materiality analysis under the
provisions of SAB No. 99 with respec t to the $285,000 that you recorded as
expense in fiscal 2004 and subsequently reversed to income in fiscal 2005.

*    *    *    *
Please provide us the 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 responses that keys your responses to our
comments. Detailed letters grea tly facilitate our re view.  You should furnish the letter to
us via EDGAR under the form type label CORRESP.  Please understand that we may have additional comments after review ing your responses to our comments.

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.  In this regard, please do not hesitate to
contact me at (202) 551-3679.

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

Mail Stop 6010

         February 6, 2006

Michael T. Sember
President and Chief Executive Officer
DOR BioPharma, Inc.
1691 Michigan Ave.
Miami, Florida  33139

Re:   DOR BioPharma, Inc.
Form S-1 Registration Statement
 File No. 333-131166

Dear Mr. Sember:

We have limited our review of your filing to those issues we have addressed in our
comments.  Where indicated, we think you should revise your document in response to these
comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.
Please understand that the purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Comments Applicable to the Entire Document

1. You have incorporated a number of small business documents by reference into this Form S-1 registration statement.  Information incorporated by reference into a Form S-1 must satisfy the disclosure requirements of  Regulation S-K and Regulation S-X, rather
than those of Regulation S-B.  Please revise your registration statement to include all of
the information specified by Regulations S-K and S-X.

Michael T. Sember Dor BioPharma, Inc. February 6, 2006 Page 2
2. We note that you entered into a letter of intent to acquire Gastrotech Pharma A/S on October 28, 2005. It appears, based on the information provided, that this probable acquisition would qualify as a “significan t” business under Regulation S-X 210.3-05. As
a result, please provide the required financial statements. Additionally, please provide the related pro forma financial statements required under Article 11 of Regulation S-X.

As appropriate, please amend your registration statement in response to these comments.
You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes all information required under the Securities Act of 1933 and that they have provided all information investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event the company requests acceleration of the
effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:

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

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

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

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

Michael T. Sember Dor BioPharma, Inc. February 6, 2006 Page 3
We will consider a written request for acceleration of the effective date of the registration
statement as confirmation of the fact that those requesting acceleration are aware of their
respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement.  We will act on the request and, pursuant to delegated authority, grant acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding requesting acceleration of a
registration statement.  Please allow adequate time after the filing of any amendment for further review before submitting a request for acceleration.  Please provide this request at least two business days in advance of the requested effective date.

You may contact Amy Bruckner at (202) 551-3657 or Mary Mast at (202) 551-3613 if
you have questions regarding comments on the financial statements and related matters.  Please contact Mary K. Fraser at (202) 551-3609 or me at (202) 551-3710 with any other questions.

     S i n c e r e l y ,

     J e f f r e y  R i e d l e r
Assistant Director

Cc:   Leslie J. Croland, Esq.
 Edwards Angell Palmer & Dodge LLP
 350 East Las Olas Blvd – Suite 1150
 Fort Lauderdale, Florida  33334-3607

CORRESP
1
filename1.htm

      DOR Letter 090806

      DOR
        BioPharma, Inc.

      1101
        Brickell Avenue

      701-S

      Miami,
        FL
        33131

      September
        8, 2006

      SENT
        VIA EDGAR

      Amy
        C. Buckner

      Staff
        Accountant

      Division
        of Corporation Finance

      United
        States Securities and Exchange Commission

      100
        F
        Street, NE

      Washington,
        D.C. 20549

      RE:
        Review of Filings and comments related to Form 10KSB for the Fiscal Year
        Ended
        December 31, 2005 and Form 10QSB for the Fiscal Quarter Ended June 30, 2006.

      Dear
        Ms.
        Buckner:

      Thank
        you
        for the opportunity to work with you and discuss the disclosure requirements.
        This letter is in response to your letter dated August 15, 2006. Below please
        find our responses to your inquiries and comments.

      Form
        10-KSB for the Fiscal Year Ended December 31,
        2005

      Management’s
        Discussion and Analysis or Plan of Operation

      Material
        Changes in Results of Operations

            1.

              Please
                provide us with additional information, in a disclosure-type format,
                that
                clarifies why you appear to have recognized $285,891 in revenue that
                relates to fiscal 2004 during the year ended December 31, 2005 when
                you
                received the actual cash
                reimbursement.

      RESPONSE
        for 1.:

      As
        explained in paragraph 1 of Material
        Changes in Results of Operations, Item 6, Managements Discussion and
        Analysis,
        we were
        awarded a grant on September 15, 2004, in the amount of $5,173,298 from the
        National Institutes of Health (“NIH”) for process development for manufacturing
        our genetically engineered ricin vaccine. On May 6, 2005 we were awarded
        a
        provisional overhead rate (Facilities & Administrative (F&A) rate). This
        rate permitted us to request additional funds from the NIH and we were
        subsequently awarded an additional $1,260,018 for overhead. We previously
        received a small overhead allowance. The provisional overhead rate could
        be
        retroactively applied to costs already reimbursed by the NIH. The intent
        of our
        disclosure was to explain that a portion of the revenues received in 2005
        pertained to overhead reimbursement for the grant period in 2004. Therefore
        we
        recalculated our request at the new rate to the funds already applied and
        received in 2004. During the second quarter of 2005 we received a retroactive
        reimbursement of $285,891 for overhead expenses. We recognized the $285,891
        in
        2005, and not in 2004, since we did not know we would be receiving the amounts
        until the provisional overhead rate was approved in 2005. We segregated the
        $285,891 in an effort to be completely transparent. For your guidance, we
        expect
        to receive a final overhead rate before the end of 2006. This new rate could
        be
        higher or lower than the current one and could potentially allow the NIH
        to
        increase the grant amount and allow us to draw down additional funds
        retroactively for prior periods. In summary, it is our belief that since
        the
        provisional rate was not awarded until 2005 that the revised overhead allowance
        could be recognized in 2005.

      2.
        We
        acknowledge your table included in the section entitled “Summary of Our Products
        in Development,” as well as the information included in your “Material Results
        of Operations” discussion. However, we believe that your disclosures about
        historical research and development expenses and estimated future expenses
        related to your major research and development projects could be enhanced
        for
        investors. Please refer to the Division of Corporation Finance “Current Issues
        and Rulemaking Projects Quarterly Update” under section VIII— Industry Specific
        Issues — Accounting and Disclosure by Companies Engaged in Research and
        Development Activities. You can find it at the following website address:
        http://www.sec.gov/divisions/corpfln/cfcrq032001.htm#secviii.

      Please
        then provide us with the following information, in a disclosure-type format,
        for
        each of your major research and development projects:

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

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

      c.
        The anticipated completion date;

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

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

      Regarding
        a., if you do not maintain research and development costs by project, please
        tell us why management does not maintain and evaluate research and development
        costs by project. Include other quantitative or qualitative analyses that
        indicate the amount of the company’s resources being used on these
        projects.

      Regarding
        b. and c., please provide us with the amount or range of estimated costs
        and
        timing to complete the phase in process and each future phase. To the extent
        that information is not estimable, please tell us the facts and circumstances
        indicating the uncertainties that preclude you from making a reasonable
        estimate-

      RESPONSE
        for 2.:

      Although
        we enumerate all our current products in tabular format, our primary focus
        is
        concentrated on: orBec®,
        RiVaxTM,
        our
        injectable vaccine against ricin toxin, and BT-VACCTM,
        our
        oral/nasal vaccine against botulinum toxin. We explain our costs for all
        our
        programs in Note
        13
        Segment
        Table.

      Details:

      Research
        and Development Projects

      A.
        orBec®

      orBec® is
        the
        latest stage product that we have in development. orBec® is
        an
        oral formulation of a very well known and widely prescribed glucocorticoid
        called beclomethasone dipropionate (BDP). We have developed orBec® to
        treat
        inflammation that occurs within the mucosal lining of the gastrointestinal
        tract
        as a result of bone marrow or stem cell transplants. This affliction is known
        as
        gastrointestinal Graft-versus-Host disease (“GI GVHD”) and is life-threatening.
        It is also an unmet medical need. We believe that we have completed the
        necessary research and development of orBec®
        necessary for approval by the U.S.
        Food
        and Drug Administration (“FDA”)
        for the
        treatment of GI GVHD. orBec® is a unique two-pill system: one pill is formulated
        to dissolve in the stomach, while the second pill is formulated to dissolve
        in
        the more alkaline environment of the upper small bowel. We plan to file a
        new
        drug application (“NDA”)
        with
        the
        FDA in September of 2006. We
        also
        plan on filing a Marketing Authorization Application (“MAA”) with the European
        Central Authority, European Medicine Agency (“EMEA”) later this
        year.

      Although
        we provide guidance on the timing of our filings, this guidance is subject
        to
        change based on many factors. If
        we are
        unsuccessful in developing our products, our ability to generate revenues
        will
        be significantly impaired. Because of the nature of the complex work that
        we do
        in preparation of these filings we may not be able to maintain our current
        research and development schedules. In addition, our business is subject
        to
        extensive governmental regulation, which can be costly, time consuming and
        subjects us to unanticipated delays.

      orBec® Research
        and Development

      orBec®
        has
        completed a randomized, multi-center, double-blinded, placebo-controlled
        pivotal
        Phase III clinical trial for the treatment of acute GI GVHD. While
        orBec®
        did not
        achieve statistical significance in its primary endpoint, orBec®
        demonstrated a statistically significant reduction in mortality during the
        prospectively defined Day 200 post-transplant period and positive trends
        on its
        primary endpoint. orBec®
        achieved
        a 70% reduction in mortality compared to placebo (p-value 0.011). In addition,
        and in response to a specific FDA request and as part of its process to submit
        an NDA, we collected further mortality data from our Phase II and Phase III
        clinical trials. The new survival analysis of patients enrolled in the earlier
        Phase II trial suggests that results were similar to those from the pivotal
        Phase III multi-center study. In the Phase II trial, there were reductions
        in
        the risk of mortality of 55% and 43% at transplant day-200 and one-year
        post-randomization among patients randomized to orBec®,
        respectively. The comparable survival data from the 129-patient Phase III
        pivotal trial were 66% and 51% reductions in the risk of morality at transplant
        day-200 and one-year post-randomization among patients randomized to
        orBec®,
        respectively.

      Since
        2000, we have incurred expenses of $13,925,498 in the development of
        orBec®.
        Research and development costs for orBec®
        totaled
        $2,209,770 in 2005 and $1,940,052 in the second quarter of 2006. Since June
        30th
        2006, we
        anticipate that the remaining R&D costs for orBec®
        will
        approximate $2 million. If orBec®
        is
        approved by the FDA in the first quarter of 2007, we expect orBec®
        to begin
        generating revenues by the third quarter of 2007. If the FDA rejects the
        NDA or
        does not approve orBec®
        in a
        timely manner, our financial condition, liquidity, and ability to raise
        additional equity financing could be impaired.

      B.
        Ricin Vaccine (RiVax™)

      Our
        product RiVax™ is a genetically engineered recombinant vaccine against ricin
        toxin. It is being developed in anticipation of obtaining government procurement
        contracts under the biodefense act Project Bioshield of 2004 and its successors.
        Products that fall under potential Bioshield funding are usually vaccines
        or
        therapeutics that are not considered to be marketed for widespread distribution
        and use on a routine basis, but rather used for special populations (such
        as the
        military) or in the event of use of an agent as a biological weapon. Thus,
        we
        began the development of RiVax™ and licensed the underlying technology with a
        view towards addressing the need for biodefense products, but considered
        its
        development to be integral with an effort to obtain research and development
        costs through successive grants and contracts from government agencies. We
        have
        successfully developed this vaccine through the early manufacturing stages
        and
        the first Phase I trials for safety and efficacy, in large part by obtaining
        funding through SBIR and larger government grants. At this point, the vaccine
        is
        poised for further development and we recently have obtained additional NIH
        funding of approximately $5 million to carry through the activities to develop
        and use animal models that will be required for licensure of the product.
        The
        potential purchase of RiVax™ by the government under project Bioshield funding
        for procurement purposes does not necessarily depend on licensure by the
        FDA.

      RiVax™ Research
        and Development

      RiVax™
is
        being developed as a conventional vaccine, to be administered by injections.
        We
        have secondary plans to develop RiVax™ as a nasally administered vaccine for the
        medical purpose of stimulating immunity in the lungs to prevent toxicity
        by the
        anticipated route of exposure through inhalation if ricin were to be used
        as a
        bio-weapon. At this point we are focusing our efforts on the development
        of the
        injectable vaccine, and have deferred the development of a nasal vaccine.
        The
        safety and immunogenicity of the vaccine has been validated in a small Phase
        I
        pilot trial and thus we are making plans to continue development using vaccine
        formulated with a well known immunological adjuvant.

      Cost
        and Development analysis for RiVax™

                2007

                2008

                2009

                $

                $

                $

                cGMP
                  stability

                85,000

              -
              -

                Adjuvant
                  characterization

                210,000

              -
              -

                Animal
                  model development

                500,000

              -
              -

                Vaccine/protection

                Inhaled
                  ricin

                295,000

                295,000

                295,000

                Clinical
                  supply

                (3000
                  doses)

                150,000

              -
              -

                Release
                  and potency testing

              -

                250,000

              -

                Human/animal
                  correlation

                130,000

                130,000

              -

                Phase
                  I/II

                (dose
                  determination)

                150,000

                1,250,000

              -

                Pivotal
                  animal studies

                (primates)

              -
              -

                1,500,000

                Additional
                  manufacture

              -
              -

                750,000

                TOTALS

                1,520,000

                1,925,000

                2,545,000

      The
        costs
        that we have incurred to develop RiVax™
        since
        2002 to date total $6,360,523. R&D costs for RiVax™
        totaled
        $2,565,461 in 2005 and $2,130,516 in the second quarter of 2006.

      The
        key
        uncertainty in the development of RiVax™ is the position of the government,
        including the Department of Defense (“DoD”), on the acquisition of
        countermeasures for ricin toxin. Although ricin is a category B agent and
        is
        known to be a highly toxic agent, the government has not yet published or
        made
        known its intent to purchase the vaccine for civilian use under project
        Bioshield. The DoD has had plans for years to develop a ri

CORRESP
1
filename1.htm

      DOR Extension letter

    DOR
      BioPharma, Inc.

    August
      18, 2006

    SENT
      VIA EDGAR

    Amy
      C. Buckner

    Staff
      Accountant

    Division
      of Corporation Finance

    United
      States Securities and Exchange Commission

    100
      F
      Street, NE

    Washington,
      D.C. 20549

    RE:
      Review of Filings and comments related to Form 10KSB for the Fiscal Year Ended
      December 31, 2005 and Form 10QSB for the Fiscal Quarter Ended June 30, 2006.

    Dear
      Ms.
      Buckner,

    Thank
      you
      for the opportunity to work with you and discuss the disclosure requirements.
      This letter is in response to your letter dated August 15, 2006. We are
      requesting that the response date be extended to September 8, 2006. Currently,
      we are in the process of moving the offices and expect to be in the new offices
      by early next week; in addition our auditors are on an audit in Boston and
      will
      not be fully accessible until next week.

    If
      you
      should have any questions please call me at 305-534-3383.

    Sincerely,

    /s/
      Evan Myrianthopoulos_

    Evan
      Myrianthopoulos

    Chief
      Financial Officer

    DOR
      BioPharma, Inc.

    MD/AMEX/EC

Via Facsimile and U.S. Mail Mail Stop 6010                                                                                                   August 15, 2006  Mr. Evan Myrianthopoulos Chief Financial Officer  Dor Biopharma, Inc. 1691 Michigan Avenue, Suite 435 Miami, FL 33139
Re: Dor Biopharma, Inc.
  Form 10-KSB for the Fiscal Year Ended December 31, 2005   Filed March 31, 2006
  Form 10-QSB for the Fiscal Quarter Ended June 30, 2006
  Filed August 14, 2006   File No. 000-16929

Dear Mr. Myrianthopoulos:

 We have reviewed your filings and have the following comments. We have
limited our review to only your financial stat ements and related disclosures and do not
intend to expand our review to  other portions of your docum ent.  Where indicated, we
think you should revise your docum ent in response to our comments. If you disagree, we
will consider your explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as deta iled as necessary in your e xplanation. In some of our
comments, we ask you to provide us with in formation so we may better understand your
disclosure.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. Evan Myrianthopoulos
Dor Biopharma, Inc. August 15, 2006 Page 2
 Form 10-KSB for the Fiscal Year Ended December 31, 2005

Management’s Discussion and Anal ysis or Plan of Operation

Material Changes in Results of Operations
1. Please provide us with additional informa tion, in a disclosure-type format, that
clarifies why you appear to have recogni zed $285,891 in revenue that relates to
fiscal 2004 during the year ended December 31, 2005 when you received the actual cash reimbursement.
2. We acknowledge your table included in th e section entitled “Summary of Our
Products in Development,” as well as th e information included in your “Material
Results of Operations” discussion. Howeve r, we believe that your disclosures
about historical research  and development expenses and estimated future
expenses related to your major research and development projects could be enhanced for investors.  Please refer to the Division of Corporation Finance
“Current Issues and Rulemaking Project s Quarterly Update” under section VIII –
Industry Specific Issues – Accounting a nd Disclosure by Companies Engaged in
Research and Development Activities.  You can find it at the following website
address: http://www.sec.gov/divisions/ corpfin/cfcrq032001.htm#secviii
.

Please then provide us with the follow ing information, in a disclosure-type
format, for each of your major research and development projects:

a. The costs incurred during each period presented and to date on the project;
b. The nature, timing and estimated costs of the efforts necessary to complete
the project;
c. The anticipated completion date;
d. The risks and uncertainties associated with completing development on
schedule and the consequences to yo ur operations, financial position and
liquidity if the project is not  completed timely; and, finally
e. The period in which material net cash inflows from your significant
projects are expected to commence.
 Regarding a., if you do not maintain res earch and development costs by project,
please tell us why management does not maintain and evaluate research and
development costs by project.  Include othe r quantitative or qualitative analyses
that indicate the amount of the company’ s resources being used  on these projects.
 Regarding b. and c., please provide us w ith the amount or range of estimated costs
and timing to complete the phase in process and each future phase. To the extent that information is not estimable, please tell us the facts and circumstances indicating the uncertain ties that preclude you from making a reasonable estimate.

Mr. Evan Myrianthopoulos
Dor Biopharma, Inc. August 15, 2006 Page 3
 Financial Condition, page 44

3. In Item 1, “Description of Business,” you discuss your various license agreements
and disclose that you are required to pa y certain annual “license royalty” and
other “maintenance” fees pursuant to those agreements. For example, you disclose
that you are obligated to pay a $50,000 a nnual fee pursuant to your agreement
with the University of Texas Southw estern Medical Center and a $60,000 fee
pursuant to your agreement with Southe rn Research Institute/University of
Alabama. Please provide us with additional information that clarifies why you did not disclose your various payment obligati ons under these license agreements in
your contractual obligations table or revi se your filing accordingly. Please refer to
Financial Reporting Release No. 67, Disclosure in Manage ment’s Discussion and
Analysis About Off-Balance Sheet Ar rangements and Aggregate Contractual
Obligations,  as applicable.

Notes to Consolidated Financial Statements

 Note 2. Summary of Significant Accounting Policies

 Intangible Assets

4. Based on your disclosure in “Critical Accounting Policies,” it appears that you
capitalize certain license cost s. Please provide us with additional information, in a
disclosure-type format, that quantifies th e amount of your intangible asset balance
that relates to license costs as of December 31, 2005 and tell us whether you
capitalized the various payments made pur suant to the agreements discussed in
Note 5. For example, tell us whether you capitalized the $400,000 up-front fee pursuant to your UTSW agreemen t and the $175,000 payment to “a
pharmaceutical company,” both of which you made in July 2003. Additionally, clarify how your accounting policy decision to capitalize licens e costs under each
of your agreements complies with paragr aph 11 c. of SFAS No. 2.  Specifically
state what, if any, alternative future  use exists in each instance that you
capitalized an up-front license fee.
5. Based on your disclosure herein and in “C ritical Accounting Policies,” it appears
that you recognize intangible assets for the filing/maintenance and legal defense
of your patent rights.  We believe that these items should be expensed as incurred
in accordance with paragraph 10(i) of SFAS 2. Please tell us why your accounting policy is appropriate or revise your  financial statements accordingly.

Revenue Recognition

6. Please provide us with additional informa tion, in a disclosure-type format, that
clarifies your revenu e recognition policy, both here in and in your “Critical

Mr. Evan Myrianthopoulos
Dor Biopharma, Inc. August 15, 2006 Page 4
 Accounting Policies” discussion in the MD&A. Specifically, disclosing that you
record grant revenue in the “period when  earned” is vague in that it does not
clarify whether you record grant revenue in relation to the expenses that you
incur.

Note 7. Shareholders’ Equity

 Common Stock

7. Please provide us with your analysis, in a disclosure-type format, as to whether
the warrants issued in your Februa ry 2005 and March 2004 private placement
transactions qualify as a de rivative instrument within  the scope of SFAS No. 133,
which would necessitate that you account fo r those warrants at fair market value
and record changes in that fair market value within earnings. Specifically, please
address if the warrants have any cashless exercise features.  Additionally, please provide us with an analysis under EITF No. 00-19 that supports your
classification of these warrants as an e quity instrument. Lastly, provide similar
information for the warrants issued in your April 10, 2006 private placement transaction, as disclosed in your June 30, 2006 Form 10-QSB.

Stock Compensation to Non-Employees

8. Please provide us with additional informa tion, in a disclosure-type format, that
clarifies your accounting trea tment with respect to the 2004 option grants to non-
employees and directors for which you recorded approximately $285,000 in
expense that you subsequently reversed a nd recorded as income  during the fiscal
year ended December 31, 2005. In so doi ng, please refer to the applicable
provisions of EITF No. 96- 18 or other literature to  support your treatment.
Additionally, please tell us why you felt a “measurement date” did not exist at the
“approval date,” as it is unclear how approval attached to these grants if they were
contingent upon an amendment to the underlying option plan.  Please also
reconcile your disclosure in Note 7 regarding the measurement date to the
disclosure under “Material Changes to Re sults of Operations” regarding variable
accounting.
Form 10-QSB for the Fiscal Quarter Ended June 30, 2006

Notes to Condensed Consolidated Financial Statements (Unaudited)
 Note 7. Contingencies

9. Please provide us with additional informa tion, in a disclosure-type format, that
clarifies why you do not believe you are re quired to pay Gastrotech Pharma A/S
the $1 million break-up fee that resulted from your decision not to renew your

Mr. Evan Myrianthopoulos
Dor Biopharma, Inc. August 15, 2006 Page 5
 letter of intent to acquire Gastrotech Pharma. Please correlate your explanation to
SFAS No. 5, as applicable.
*    *    *    *
Please provide us the 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 responses that keys your responses to our
comments. Detailed letters grea tly 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 reviewin g 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 invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our co mments, please provide, in your letter, a
statement from the company acknowledging that:
• the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;

• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking 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 secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
 You may contact 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.  In this regard, please do not hesitate to
contact me at (202) 551-3679.

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

CORRESP
1
filename1.htm

DOR ACCELERATION REQUEST FOR S-3 FEB 2005

DOR BIO PHARMA, INC.

April 5,
2005

BY
FACSIMILE AND EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

450 Fifth
Street, N.W.

Washington,
D.C. 20549

Attention:
Jeffrey P. Riedler

Re: DOR
BioPharma, Inc.

Registration
Statement on Form S-3

File
No. 333-123281

Ladies
and Gentlemen:

The
undersigned hereby respectfully requests, pursuant to Rule 461 of the Securities
Act of 1933, as amended, that the Registration Statement on Form S-3 originally
filed with the Securities and Exchange Commission (the “Commission”) on March
11, 2005 (File No. 333-123281) by DOR BioPharma, Inc. (the “Company”) be
declared effective as of 5:00 p.m. (EST), or as soon as possible
thereafter, on Wednesday, April 6, 2005.

The
undersigned hereby acknowledges that (i) 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;
(ii) the action of the Commission or the staff, acting pursuant to delegated
authority, in declaring the filing effective, does not relieve the Company from
its full responsibility for the adequacy and accuracy of the disclosure in the
filing; and (iii) the Company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Very
truly yours,

DOR
BIOPHARMA, INC.

By:/s/
Michael T.Sember

Michael
T. Sember

President
and Chief Executive Officer

cc: Leslie J.
Croland, Esq.

CORRESP
1
filename1.htm

DOR Response to S-3 Commnet SEC

Edward & Angell LLP

350 East Las Olas Blvd.

Suite 1150

Ft Lauderdale, FL 33301

954-727-2600

March 31,
2005

BY
FACSIMILE AND EDGAR

Mr.
Jeffrey P. Riedler

Assistant
Director

United
States Securities and Exchange Commission

Division
of Corporation Finance

450 Fifth
Street, N.W.

Washington,
D.C. 20549

Re: DOR
BioPharma, Inc.

Registration
Statement on Form S-3

File
No. 333-123281

Dear Mr.
Riedler:

On behalf
of DOR BioPharma, Inc. (the “Company”), we are transmitting for filing under the
Securities Act of 1933, as amended, our response to the comment provided in your
letter dated March 28, 2005, to Michael T. Sember, President and Chief Executive
Officer, of the Company. All factual statements and information set forth below
are based on information furnished to us by the Company and its representatives.
All statements of belief are the belief of the Company.

      1.

      We
      note from footnote 5 to your financial statements in the Form 10-KSB that
      a note payable to a pharmaceutical company is currently in default. Based
      on this default, it appears you may not be eligible to use Form S-3
      pursuant to General Instruction I.A.5. to Form S-3. Please provide us with
      a supplemental analysis justifying your use of Form S-3, or re-file the
      registration statement on Form S-1.

      RESPONSE

On June
29, 2002, the Company and Elan Pharma International Limited (“Elan”) entered
into an agreement for the dissolution of its joint ventures, Endorex Vaccine
Delivery Technologies, Inc. and Endorex Newco, Ltd. In connection with these
dissolutions, a portion of the capital contributions by the Company to the joint
ventures was restructured as a promissory note of three separate installments.
The Company timely made two of the three installments on June 30, 2003 and June
30, 2004, in equal amounts of $231,897. The Company currently owes the remaining
portion on the note, $115,948, which was due on December 30, 2004. As a result

of this
default, Elan would only be entitled to declare the unpaid amount of the note
immediately due and payable. The note is not collateralized.

General
Instruction I.A.5. to Form S-3 (the “General Instruction”) provides that a
registrant may not be eligible to use Form S-3 if the registrant defaulted on
any installment or installments on indebtedness for borrowed money, which
default in the aggregate is material to the financial position of the registrant
and its consolidated and unconsolidated subsidiaries, taken as a whole. As of
December 31, 2004, the Company maintained cash and cash equivalents of
$2,322,190, and subsequently raised approximately $3.5 million in net proceeds
in a February 2005 private placement. In light of the Company’s current cash
position, the Company believes that the remaining amount owed to Elan under the
note is not material to the overall financial position of the Company and its
subsidiaries. As previously stated, the note is not collateralized by any assets
of the Company. Therefore, Elan’s only remedy for the default under the note is
to seek payment of the final installment amount plus accrued but unpaid
interest.

For the
reasons set forth herein, the Company believes that it is eligible to use Form
S-3.

* * * *

Any
questions regarding this letter may be directed to the undersigned at
954.667.6129.

Very
truly yours,

/s/
Leslie J. Croland, Esq.

Leslie J.
Croland, Esq.

cc: Michael
T. Sember

      Evan
Myrianthopoulos

James Clavijo

         DOR
BioPharma, Inc.

Gregory S. Belliston

         Securities
and Exchange Commission

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<FILENAME>filename1.txt
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Mail Stop 3-9

							March 28, 2005

Michael T. Sember
President and Chief Executive Officer
DOR BioPharma, Inc.
Lincoln Building, 1691 Michigan Avenue
Miami, Florida 33139

Re:	DOR BioPharma, Inc.
	Registration Statement on Form S-3
	File Number 333-123281

	Form 10-KSB for the Year Ended 3/11/05
	File Number 0-16929

Dear Mr. Sember:

	This is to advise you that we have performed a limited review
of
the above registration statement and Form 10-KSB, and we have the
following comment.

1. We note from footnote 5 to your financial statements in the
Form
10-KSB that a note payable to a pharmaceutical company is
currently
in default.  Based on this default, it appears you may not be
eligible to use Form S-3 pursuant to General Instruction I.A.5 to
Form S-3.  Please provide us with a supplemental analysis
justifying
your use of Form S-3, or re-file the registration statement on
Form
S-1.

*	*	*

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

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

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

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

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

	We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

	Please contact Greg Belliston at (202) 824-5219 or me at
(202)
942-1840 with any questions.

							Sincerely,

							Jeffrey P. Riedler
							Assistant Director

cc: 	Leslie J. Croland, Esq.
	Edwards & Angell, LLP
	350 East Las Olas Blvd., Suite 1150
	Fort Lauderdale, Florida 33334-3607
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Michael T. Sember
DOR BioPharma, Inc.
March 28, 2005
Page 1

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