As filed with the Securities and Exchange Commission on November 18, 2005

                                                           Registration No.333-
                                                           ---------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        Under the Securities Act of 1933

                           HEMISPHERX BIOPHARMA, INC.
             (Exact name of registrant as specified in its charter)

                  Delaware                             52-0845822
        (State or other jurisdiction of    (I.R.S. Employer Identification No.)
        incorporation or organization)
                               1617 JFK Boulevard
                             Philadelphia, PA 19103
                                 (215) 988-0080
         (Address of Registrant's Principal Executive Office)(Zip Code)

      OFFICERS, DIRECTORS, AND EMPLOYEES STOCK COMPENSATION PROGRAM - 1996
      OFFICERS, DIRECTORS AND EMPLOYEES STOCK COMPENSATION PROGRAM - 1998;
      OFFICERS, DIRECTORS AND EMPLOYEES STOCK COMPENSATION PROGRAM -2001;
      OFFICERS, DIRECTORS AND EMPLOYEES STOCK COMPENSATION PROGRAM - 2002;
       OFFICERS,DIRECTORS AND EMPLOYEES STOCK COMPENSATION PROGRAM - 2003

                            (full title of the plan)

                          William A. Carter, M.D., CEO
                           Hemispherx Biopharma, Inc.
                          1617 JFK Boulevard, Suite 660
                             Philadelphia, PA 19103
                                 (215) 988-0080
  (Name, Address & Telephone number, including area code, of agent for service)

                                   Copies to:
                              Richard Feiner, Esq.
                        Silverman Sclar Shin & Byrne PLLC
                       381 Park Avenue South - Suite 1601
                            New York, New York 10016
                                 (212) 779-8600
                               Fax (212) 779-8858


<PAGE>


<TABLE>
<CAPTION>
<S>                                          <C>                     <C>             <C>                  <C>
                                           CALCULATION OF REGISTRATION FEE
======================================================================================================================

                                                                   Proposed        Proposed
        Title of Securities                                         Maximum         Maximum
          to be Registered                                      Offering Price     Aggregate          Amount of
                                     Amount to be Registered(1)  Per Share(2)   Offering Price    Registration Fee
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------


Shares of Common Stock, $.001 par
value, issuable upon exercise of
options/warrants   .................         5,578,650               $3.28        $18,297,972         $2,153.67
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------

Total Registration Fee..............                                                                  $2,153.67
======================================================================================================================
</TABLE>

(1) Pursuant to Rule 416(c) under the Securities Act of 1933, this  registration
statement also covers an indeterminate amount of interests to be offered or sold
pursuant to the Plans described in this registration statement.

(2) Pursuant to Rule 457(h)(1)  under the Securities Act of 1933,  calculated on
the basis of the average of the weighted  average  exercise price of outstanding
options/warrants to purchase shares of common stock under the Plans.

Pursuant  to Rule  429  under  the  Securities  Act of  1933,  as  amended,  the
prospectus included in this Registration Statement also relates to the remaining
unsold shares which were  previously  registered  by the  Registrant on Form S-8
under Registration Statement Nos. 333-57134 and 333-118903.


         EXPLANATORY NOTE

         We  prepared  this  registration   statement  in  accordance  with  the
requirements  of Form S-8 under  the  Securities  Act of 1933,  as  amended,  to
register an aggregate of 5,578,650  shares of our common stock,  $.001 par value
per share, to be issued  pursuant to the Officers,  Directors and Employee Stock
Compensation  Programs set forth below.  Each Plan consists of  options/warrants
issued  to  officers,  directors,  employees  and  consultants  by our  Board of
Directors in the years indicated.

o        Officers, Directors and Employees Stock Compensation Program - 1996
o        Officers, Directors and Employees Stock Compensation Program - 1998
o        Officers, Directors and Employees Stock Compensation Program - 2001
o        Officers, Directors and Employees Stock Compensation Program - 2002
o        Officers, Directors and Employees Stock Compensation Program - 2003

         The foregoing plans,  along with the 1990 Stock Option Plan (registered
on Form  S-8  Registration  Statement  No.  333-57134)  and the  2003  Directors
Compensation  Plan  and  2004  Equity  Incentive  Plan  (registered  on Form S-8
Registration Statement No. 333-118903)
are collectively referred to herein as the "Plans."

         Under  cover of this Form S-8 is our  reoffer  prospectus,  prepared in
accordance  with Part I of Form S-3 under the  Securities  Act of 1933 Act. This
reoffer  prospectus has been prepared  pursuant to Instruction C of Form S-8, in
accordance  with  the  requirements  of Part I of Form  S-3.  It may be used for
reoffers and resales of shares of Common Stock  acquired  upon  exercised  stock
options/warrants   under  the  Plans  prior  to  the  initial   filing  of  this
registration statement or who may be deemed to be our "affiliates" (as such term
is defined in Rule 405 Securities Act).


<PAGE>



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         We will provide the documents containing  information specified in Part
I of Form  S-8 to each  employee  as  specified  by Rule  428(b)(1).  We are not
required to file such  documents  with the  Securities  and Exchange  Commission
either as part of this  registration  statement or as prospectuses or prospectus
supplements pursuant to Rule 424. These documents and the documents incorporated
by reference in this registration statement pursuant to Item 3 of Part 2 of this
form taken  together  constitute a  prospectus  that meets the  requirements  of
Section 10(a) of the Securities Act of 1933.

         We file annual,  quarterly and special  reports,  proxy  statements and
other information with the Securities and Exchange Commission.  You may read and
copy  any  document  we  file  at the  Commissions  public  reference  rooms  in
Washington, D.C., New York, N.Y., and Chicago, IL. Please call the Commission at
1-800-SEC-0330  for  further  information  on the public  reference  rooms.  Our
Commission  filings are also available to the public from the  Commission's  web
site  at  http://www.sec.gov.  The  Commission  allows  us  to  "incorporate  by
reference" information into this registration statement, which means that we can
disclose important information to you by referring you to another document filed
separately  with the Commission.  The  information  incorporated by reference is
considered to be part of this registration statement, and later information that
we  file  with  the  Commission  will  automatically  update  this  registration
statement.


<PAGE>




                               REOFFER PROSPECTUS

                                7,771,524 SHARES
                           HEMISPHERX BIOPHARMA, INC.
                         Common Stock ($.001 par value)

         This  prospectus  relates to the reoffer and resale by certain  selling
stockholders of shares (the "Shares") of our Common Stock that: (i) are issuable
upon  exercise  of  options/warrants  that have been issued by us to the selling
stockholders   pursuant  to  our  Officers,   Directors   and  Employees   Stock
Compensation  Programs  and our 2004  Equity  Incentive  Plan and (ii) have been
issued  to  certain  selling   stockholders   pursuant  to  our  2003  Directors
Compensation  Plan. The shares are being reoffered and resold for the account of
the selling  stockholders  and we will not receive any of the proceeds  from the
resale of the Shares.

         The  selling  stockholders  have  advised  us that the  resale of their
Shares  may be  effected  from time to time in one or more  transactions  on the
American Stock  Exchantge,  in negotiated  transactions or otherwise,  at market
prices prevailing at the time of the sale or at prices otherwise negotiated. See
"Plan  of  Distribution."  We will  bear all  expenses  in  connection  with the
preparation of this prospectus.

Our common stock is currently  traded on the American  Stock  Exchange under the
symbol  "HEB" The closing  price of our common stock as reported on the American
Stock Exchange on November 15, 2005, was $2.76 per share.
-----------------------------------------

         THE  SHARES OF  COMMON  STOCK  OFFERED  PURSUANT  TO THIS  REGISTRATION
STATEMENT  INVOLVE A HIGH DEGREE OF RISK.  PLEASE SEE THE RISK FACTORS BEGINNING
ON PAGE 1 TO READ ABOUT CERTAIN FACTORS YOU SHOULD CONSIDER BEFORE BUYING SHARES
OF OUR COMMON STOCK.
                    -----------------------------------------

         NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED  OF THESE  SECURITIES OR DETERMINED  THAT
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

                The date of this prospectus is November 18, 2005


<PAGE>


                                Table of Contents


About This Prospectus                                               1

Risk Factors                                                        1

Information About Us                                               17

Use Of Proceeds                                                    19

Selling Stockholders                                               20

Plan Of Distribution                                               23

Legal Matters                                                      24

Experts                                                            24

Information Incorporation By Reference                             24

Where You Can Find More Information                                25

Disclosure Of Commission Position
On Indemnification
For Securities Act Liabilities                                     26

<PAGE>


                                       26
                              ABOUT THIS PROSPECTUS

         This  prospectus is part of a registration  statement we filed with the
SEC.  You  should  rely only on the  information  provided  or  incorporated  by
reference in this prospectus or any related  supplement.  We have not authorized
anyone else to provide you with different information.  The Selling Stockholders
will not make an offer of these  shares  in any  state  where  the  offer is not
permitted.  You should not assume that the information in this prospectus or any
supplement  is accurate as of any other date than the date on the front of those
documents.


                                  RISK FACTORS

                Special Note Regarding Forward-Looking Statements

         Certain  statements in this prospectus  constitute  "forwarding-looking
statements"  within the meaning of Section 27A of the Securities Act of 1933, as
amended,   and  Section  21E  of  the   Securities  and  Exchange  Act  of  1995
(collectively,  the "Reform Act").  Certain,  but not  necessarily  all, of such
forward-looking  statements  can be  identified  by the  use of  forward-looking
terminology  such  as  "believes,"   "expects,"   "may,"  "will,"  "should,"  or
"anticipates" or the negative thereof or other variations  thereon or comparable
terminology, or by discussions of strategy that involve risks and uncertainties.
All  statements  other than  statements  of  historical  fact,  included in this
prospectus  regarding our  financial  position,  business  strategy and plans or
objectives  for  future  operations  are  forward-looking  statements.   Without
limiting  the  broader  description  of  forward-looking  statements  above,  we
specifically  note that statements  regarding  potential drugs,  their potential
therapeutic  effect,  the  possibility  of obtaining  regulatory  approval,  our
ability to manufacture and sell any products,  market  acceptance or our ability
to earn a profit  from sales or licenses of any drugs or our ability to discover
new drugs in the future are all forward-looking in nature.

         Such  forward-looking  statements  involve  known  and  unknown  risks,
uncertainties and other factors,  including but not limited to, the risk factors
discussed below, which may cause the actual results, performance or achievements
of Hemispherx and its  subsidiaries  to be materially  different from any future
results,   performance   or   achievements   expressed   or   implied   by  such
forward-looking  statements and other factors referenced in this prospectus.  We
do not undertake and specifically decline any obligation to publicly release the
results of any revisions which may be made to any  forward-looking  statement to
reflect events or circumstances  after the date of such statements or to reflect
the occurrence of anticipated or unanticipated events.

The following cautionary  statements identify important factors that could cause
our  actual   result  to  differ   materially   from  those   projected  in  the
forward-looking  statements made in this prospectus.  Among the key factors that
have a direct bearing on our results of operations are:



<PAGE>


No assurance of successful product development

         Ampligen(R)  and related  products.  The development of Ampligen(R) and
our  other  related  products  is  subject  to a number  of  significant  risks.
Ampligen(R) may be found to be ineffective or to have adverse side effects, fail
to receive  necessary  regulatory  clearances,  be difficult to manufacture on a
commercial   scale,   be   uneconomical   to   market  or  be   precluded   from
commercialization  by proprietary  right of third  parties.  Our products are in
various stages of clinical and  pre-clinical  development  and,  require further
clinical studies and appropriate  regulatory  approval processes before any such
products can be marketed. We do not know when, if ever, Ampligen(R) or our other
products will be generally  available for  commercial  sale for any  indication.
Generally,  only a  small  percentage  of  potential  therapeutic  products  are
eventually approved by the FDA for commercial sale.

         The clinical development of the experimental  therapeutic,  Ampligen(R)
for CFS was  initiated  approximately  16  years  ago.  To date  federal  health
agencies  have yet to reach a  consensus  regarding  various  aspects of ME/CFS,
including  parameters of "promising  therapies"  for ME/CFS and which aspects of
ME/CFS are anticipated to be "serious or life-threatening".

         Over  its  developmental  history,  Ampligen(R)  has  received  various
designations,  including  Orphan Drug  Product  Certification  (FDA),  Emergency
(compassionate) Cost Recovery Sales Authorization (FDA) and "promising" clinical
outcome  recognition based on the evaluation of certain summary clinical reports
(AHRQ, Agency Health Research Quality).  However to date, the FDA has determined
it has yet to  receive  sufficient  information  to  support  the  potential  of
Ampligen(R)  to treat a  serious  or life  threatening  aspect  of  ME/CFS.  The
definition  of the  "seriousness  of a  condition",  according  to Guidance  for
Industry  documents  published  in July,  2004 is "a  matter  of  judgment,  but
generally  based  on  its  impact  on  such  factors  as  survival,   day-to-day
functioning,  or the  likelihood  that  the  disease,  if left  untreated,  will
progress  from a less  severe  condition  to a more  serious  one".  The FDA has
recently  requested  a  "complete  and  audited  report  of the Amp 516 study to
determine whether  Ampligen(R) has a clinically  meaningful benefit on a serious
or life  threatening  aspect of ME/CFS in order to evaluate  whether the Amp 516
study results do or do not support a "fast track designation".  The FDA has also
invited us to include a schedule for completion of all ME/CFS studies as well as
a proposed  schedule  for our NDA  submission.  Because  we  believe  our ME/CFS
studies are complete, we intend to request a pre-NDA meeting to obtain advice on
preparing  and  submitting  our NDA. At the same time we will  continue with our
existing ongoing efforts to prepare a complete and audited report of our various
studies,  including  the  well-controlled  Amp 516 study.  We are using our best
efforts to complete the requisite  reports including the hiring of new staff and
various  recognized expert  medical/regulatory  consultants,  but can provide no
assurance  as to whether  the outcome of this large data  collection  and filing
process  (approximately  750  patients,  treated more than 45,000 times) will be
favorable or unfavorable,  specifically  with respect to the FDA's  perspective.
Also,  we can  provide  no  guidance  as to the  tentative  date  at  which  the
compilation and filing of such data will be complete, as significant factors are
outside our control including,  without limitation,  the ability and willingness
of the independent  clinical  investigators to complete the requisite reports at
an acceptable  regulatory  standard,  the ability to collect overseas  generated
data, and the ability of  Hollister-Stier  facilities(or  the facilities of such
other  manufacturer  as we may  retain  in the  event  that  we do not  come  to
definitive terms with  Hollister-Stier)  to interface with our own New Brunswick
staff/facilities to meet the manufacturing regulatory standards.

         ALFERON N Injection(R). Although ALFERON N Injection(R) is approved for
marketing in the United States for the intralesional  treatment of refractory or
recurring  external  genital warts in patients 18 years of age or older; to date
it has not been  approved  for  other  indications.  We face  many of the  risks
discussed  above,  with regard to developing this product for use to treat other
ailments such as multiple sclerosis and cancer.

Our drug and related  technologies are investigational and subject to regulatory
approval. If we are unable to obtain regulatory approval, our operations will be
significantly affected.

         All of our drugs and  associated  technologies,  other  than  ALFERON N
Injection(R),  are investigational and must receive prior regulatory approval by
appropriate  regulatory  authorities  for general use and are currently  legally
available only through  clinical  trials with specified  disorders.  At present,
ALFERON N  Injection(R)  is only  approved  for the  intralesional  treatment of
refractory  or recurring  external  genital warts in patients 18 years of age or
older.  Use of  ALFERON  N  Injection(R)  for  other  indications  will  require
regulatory approval. In this regard, ISI, the company from which we obtained our
rights to ALFERON N  Injection(R),  conducted  clinical trials related to use of
ALFERON N Injection(R)  for treatment of HIV and Hepatitis C. In both instances,
the FDA  determined  that  additional  studies were  necessary in order to fully
evaluate  the  efficacy of ALFERON N  Injection(R)  in the  treatment of HIV and
Hepatitis C diseases.  We have no immediate  plans to conduct  these  additional
studies at this time.

         Our  products,   including   Ampligen(R),   are  subject  to  extensive
regulation by numerous governmental authorities in the U.S. and other countries,
including, but not limited to, the FDA in the U.S., the Health Protection Branch
("HPB") of  Canada,  and the Agency for the  Evaluation  of  Medicinal  Products
("EMEA") in Europe.  Obtaining  regulatory  approvals  is a rigorous and lengthy
process and requires  the  expenditure  of  substantial  resources.  In order to
obtain  final  regulatory  approval of a new drug,  we must  demonstrate  to the
satisfaction of the regulatory agency that the product is safe and effective for
its intended  uses and that we are capable of  manufacturing  the product to the
applicable  regulatory  standards.  We require  regulatory  approval in order to
market Ampligen(R) or any other proposed product and receive product revenues or
royalties. We cannot assure you that Ampligen(R) will ultimately be demonstrated
to be safe or efficacious.  In addition, while Ampligen(R) is authorized for use
in clinical  trials in the United States,  we cannot assure you that  additional
clinical  trial  approvals  will be  authorized in the United States or in other
countries,  in a  timely  fashion  or at all,  or that  we will  complete  these
clinical  trials.  If  Ampligen(R) or one of our other products does not receive
regulatory approval in the U.S. or elsewhere, our operations most likely will be
materially adversely affected.

Although  preliminary in vitro testing  indicates that Ampligen(R)  enhances the
effectiveness  of different drug  combinations on avian  influenza,  preliminary
testing in the laboratory is not necessarily predictive of successful results in
clinical testing or human treatment.

         Ampligen(R) is undergoing  pre-clinical  testing for possible treatment
of avian flu.  Although  preliminary in vitro testing indicates that Ampligen(R)
enhances  the  effectiveness  of  different  drug  combinations  on  avian  flu,
preliminary  testing  in  the  laboratory  is  not  necessarily   predictive  of
successful  results in clinical testing or human treatment.  No assurance can be
given  that  similar  results  will  be  observed  in  clinical  trials.  Use of
Ampligen(R)  in the treatment of Avian flu requires prior  regulatory  approval.
Only the FDA can  determine  whether a drug is safe,  effective or promising for
treating  a  specific  application.  As  discussed  in the  prior  risk  factor,
obtaining regulatory approvals is a rigorous and lengthy process.

         In  addition,  Ampligen(R)  is being tested on one strain of avian flu.
There are a number of strains and strains mutate. No assurance can be given that
a Ampligen(R) will be effective on any strains that might infect humans.

We may  continue to incur  substantial  losses and our future  profitability  is
uncertain.

         We began  operations  in 1966 and last  reported  net profit  from 1985
through 1987. Since 1987, we have incurred  substantial  operating losses, as we
pursued our clinical  trial  effort and  expanded  our efforts in Europe.  As of
September 30, 2005 our accumulated  deficit was approximately  $147,741,000.  We
have not yet  generated  significant  revenues  from our  products and may incur
substantial  and increased  losses in the future.  We cannot assure that we will
ever achieve  significant  revenues from product sales or become profitable.  We
require, and will continue to require,  the commitment of substantial  resources
to develop our products.  We cannot assure that our product  development efforts
will be  successfully  completed or that required  regulatory  approvals will be
obtained or that any products will be manufactured and marketed successfully, or
be profitable.

We may require additional financing which may not be available.

         The  development  of  our  products  will  require  the  commitment  of
substantial  resources  to  conduct  the  time-consuming  research,  preclinical
development,  and clinical  trials that are  necessary  to bring  pharmaceutical
products to market. As of September 30, 2005, we had  approximately  $11,632,000
in cash and cash equivalents and short-term  investments.  These funds should be
sufficient to meet our operating cash requirements,  including debt service, for
the near term. However, we may need to raise additional funds through additional
equity  or debt  financing  or from  other  sources  in  order to  complete  the
necessary clinical trials and the regulatory  approval  processes  including the
commercializing of Ampligen(R) products. There can be no assurances that we will
raise adequate funds which may have a material  adverse effect on our ability to
develop  our  products.  Also,  we have the  ability  to  curtail  discretionary
spending,  including some research and  development  activities,  if required to
conserve cash.

Under the common stock purchase  agreement signed with Fusion Capital on July 8,
2005, we only have the right to receive $40,000 per trading day unless our stock
price equals or exceeds  $2.00,  in which case the daily amount may be increased
under certain  conditions as the price of our common stock increases (For a more
detailed description of the terms of this agreement,  see the agreement filed as
an  exhibit  to our  Current  Report on Form 8-K filed  with the SEC on July 11,
2005).  Fusion  Capital shall not have the right nor the  obligation to purchase
any shares of our common  stock on any trading days that the market price of our
common stock is less than $1.00. Since we initially registered 10,000,000 shares
purchasable by Fusion Capital  pursuant to the common stock purchase  agreement,
the selling price of our common stock to Fusion  Capital will have to average at
least $2.00 per share for us to receive the  maximum  proceeds of $20.0  million
without registering  additional shares of common stock. As of November 15, 2005,
we need an average  selling  price of $2.09 per share for the  remainder  of the
agreement to realize the $20,000,000 in proceeds. The closing price of our stock
was $2.76 on November 15, 2005.  Subject to approval by our board of  directors,
we have the right, but not the obligation,  to issue more than 10,000,000 shares
to Fusion Capital.  In the event we elect to issue more than 10,000,000  shares,
we will be required to file a new  registration  statement  and have it declared
effective by the Securities and Exchange Commission. In the event that we decide
to issue more than 10,113,278  (19.99% of our outstanding shares of common stock
as of the date of our agreement), we would first be required to seek stockholder
approval in order to be in compliance  with the American Stock  Exchange  Market
rules.

         The  extent to which we rely on Fusion  Capital  as a source of funding
will depend on a number of factors including, the prevailing market price of our
common stock and the extent to which we are able to secure working  capital from
other  sources.  Specifically,  Fusion  Capital shall not have the right nor the
obligation  to purchase  any shares of our common stock on any trading days that
the market price of our common stock is less than $1.00. If obtaining sufficient
financing  from  Fusion  Capital  were to  prove  unavailable  or  prohibitively
dilutive  and if we are  unable to  commercialize  and sell  Ampligen(R)  and/or
increase sales of ALFERON N Injection(R) or our other products,  we will need to
secure another source of funding in order to satisfy our working  capital needs.
Even if we are able to access the full  $20.0  million  under the  common  stock
purchase agreement with Fusion Capital,  we may still need additional capital to
fully  implement  our  business,  operating and  development  plans.  Should the
financing  we require to sustain our working  capital  needs be  unavailable  or
prohibitively  expensive when we require it, the  consequences  would materially
adversely  affect our  business,  operating  results,  financial  condition  and
prospects.

We may not be  profitable  unless we can  protect  our  patents  and/or  receive
approval for additional pending patents.

         We need to preserve and acquire enforceable patents covering the use of
Ampligen(R) for a particular disease in order to obtain exclusive rights for the
commercial  sale of  Ampligen(R)  for such  disease.  We obtained  all rights to
ALFERON N Injection(R),  and we plan to preserve and acquire enforceable patents
covering its use for existing and potentially new diseases. Our success depends,
in large part, on our ability to preserve and obtain patent  protection  for our
products and to obtain and preserve our trade secrets and expertise.  Certain of
our know-how and technology is not patentable,  particularly  the procedures for
the  manufacture of our drug product which are carried out according to standard
operating procedure manuals. We have been issued certain patents including those
on the use of Ampligen(R)  and  Ampligen(R)  in  combination  with certain other
drugs for the  treatment of HIV. We also have been issued  patents on the use of
Ampligen(R) in combination with certain other drugs for the treatment of chronic
Hepatitis  B virus,  chronic  Hepatitis  C virus,  and a  patent  which  affords
protection on the use of Ampligen(R) in patients with Chronic Fatigue  Syndrome.
We have not yet been  issued any  patents  in the  United  States for the use of
Ampligen(R) as a sole treatment for any of the cancers,  which we have sought to
target.  With regard to ALFERON N  Injection(R),  we have  acquired from ISI its
patents  for natural  alpha  interferon  produced  from human  peripheral  blood
leukocytes and its  production  process.  We cannot assure that our  competitors
will not seek and  obtain  patents  regarding  the use of  similar  products  in
combination with various other agents,  for a particular target indication prior
to our doing such.  If we cannot  protect our  patents  covering  the use of our
products for a particular  disease,  or obtain additional patents, we may not be
able to successfully market our products.

The  patent  position  of  biotechnology  and  pharmaceutical  firms  is  highly
uncertain and involves complex legal and factual questions.

         To date,  no  consistent  policy has emerged  regarding  the breadth of
protection afforded by pharmaceutical and biotechnology patents. There can be no
assurance  that new patent  applications  relating to our products or technology
will result in patents being issued or that, if issued, such patents will afford
meaningful  protection  against  competitors  with  similar  technology.  It  is
generally  anticipated that there may be significant  litigation in the industry
regarding patent and intellectual property rights. Such litigation could require
substantial  resources  from  us and we may not  have  the  financial  resources
necessary to enforce the patent  rights that we hold.  No assurance  can be made
that our patents will provide  competitive  advantages  for our products or will
not be successfully  challenged by  competitors.  No assurance can be given that
patents do not exist or could not be filed which would have a materially adverse
effect on our ability to develop or market our products or to obtain or maintain
any competitive  position that we may achieve with respect to our products.  Our
patents also may not prevent others from developing  competitive  products using
related technology.



<PAGE>


There can be no assurance that we will be able to obtain  necessary  licenses if
we cannot enforce  patent rights we may hold. In addition,  the failure of third
parties from whom we currently license certain  proprietary  information or from
whom we may be  required to obtain such  licenses in the future,  to  adequately
enforce their rights to such proprietary information, could adversely affect the
value of such licenses to us.

If we cannot  enforce the patent rights we currently  hold we may be required to
obtain  licenses  from others to develop,  manufacture  or market our  products.
There can be no assurance  that we would be able to obtain any such  licenses on
commercially   reasonable  terms,  if  at  all.  We  currently  license  certain
proprietary  information  from  third  parties,  some of  which  may  have  been
developed  with  government  grants  under  circumstances  where the  government
maintained certain rights with respect to the proprietary information developed.
No assurances can be given that such third parties will  adequately  enforce any
rights they may have or that the rights, if any, retained by the government will
not adversely affect the value of our license.

There is no guarantee  that our trade  secrets will not be disclosed or known by
our competitors.

         To protect our rights,  we require certain employees and consultants to
enter into  confidentiality  agreements  with us. There can be no assurance that
these  agreements  will  not be  breached,  that  we  would  have  adequate  and
enforceable  remedies for any breach, or that any trade secrets of ours will not
otherwise become known or be independently developed by competitors.

If our distributors do not market our products successfully, we may not generate
significant revenues or become profitable.

         We have limited marketing and sales  capability.  We are dependent upon
existing and, possibly future, marketing agreements and third party distribution
agreements for our products in order to generate significant revenues and become
profitable.  As a result,  any revenues  received by us will be dependent on the
efforts of third  parties,  and there is no assurance that these efforts will be
successful.  Our  agreement  with Accredo  offers the  potential to provide some
marketing and  distribution  capacity in the United States while agreements with
Bioclones (Proprietary), Ltd ("Bioclones"), Biovail Corporation and Laboratorios
Del Dr. Esteve S.A. may provide a sales force in South America,  Africa,  United
Kingdom,  Australia and New Zealand, Canada, Spain and Portugal. On December 27,
2004, we initiated a lawsuit in Federal Court identifying a conspiratorial group
seeking to illegally  manipulate  our stock for  purposes of bringing  about the
hostile takeover of Hemispherx. This conspiratorial group includes Bioclones and
the potential legal action may adversely effect our agreement with Bioclones and
the potential for marketing and distribution capacity in South America,  Africa,
United Kingdom, Australia and New Zealand.

         We cannot assure that our domestic or foreign  marketing  partners will
be able to  successfully  distribute  our  products,  or that we will be able to
establish  future  marketing  or third party  distribution  agreements  on terms
acceptable to us, or that the cost of establishing  these  arrangements will not
exceed any product  revenues.  The failure to continue these  arrangements or to
achieve other such  arrangements on  satisfactory  terms could have a materially
adverse effect on us.

There are no long-term  agreements with suppliers of required  materials.  If we
are unable to obtain the  required  raw  materials,  we may be required to scale
back  our  operations  or  stop  manufacturing  ALFERON  N  Injection(R)  and/or
Ampligen(R).

         A number of essential materials are used in the production of ALFERON N
Injection(R),  including  human  white  blood  cells.  We do not have  long-term
agreements for the supply of any of such materials. There can be no assurance we
can enter into  long-term  supply  agreements  covering  essential  materials on
commercially reasonable terms, if at all.

         At present,  we do not have any  agreements  with third parties for the
supply of any polymers for use in manufacturing Ampligen(R). We are establishing
relevant manufacturing  operations within our New Brunswick, New Jersey facility
for the production of Ampligen(R) raw materials in order to obtain polymers on a
more consistent  manufacturing  basis.  The  establishment of an Ampligen(R) raw
materials  production  line  within our own  facilities,  while  having  obvious
advantages with respect to regulatory  compliance (other parts of the 43,000 sq.
ft. wholly owned  facility are already in compliance  for Alferon N Injection(R)
manufacture),   may  delay  certain  steps  in  the  commercialization  process,
specifically a targeted NDA filing.

         If we are unable to obtain or  manufacture  the required raw materials,
we may be required to scale back our operations or stop manufacturing. The costs
and  availability  of  products  and  materials  we need for the  production  of
Ampligen(R)  and the commercial  production of ALFERON N Injection(R)  and other
products which we may commercially produce are subject to fluctuation  depending
on a variety  of factors  beyond our  control,  including  competitive  factors,
changes in technology,  and FDA and other governmental regulations and there can
be no assurance  that we will be able to obtain such  products and  materials on
terms acceptable to us or at all.


There is no assurance that  successful  manufacture of a drug on a limited scale
basis  for  investigational  use  will  lead  to  a  successful   transition  to
commercial, large-scale production.

Small changes in methods of manufacturing,  including commercial  scale-up,  may
affect the chemical  structure of  Ampligen(R)  and other RNA drugs,  as well as
their safety and efficacy,  and can,  among other  things,  require new clinical
studies and affect orphan drug status, particularly,  market exclusivity rights,
if any,  under the Orphan Drug Act. The  transition  from limited  production of
pre-clinical  and clinical  research  quantities  to  production  of  commercial
quantities  of our  products  will involve  distinct  management  and  technical
challenges and will require  additional  management and technical  personnel and
capital to the extent such manufacturing is not handled by third parties.  There
can be no assurance that our manufacturing  will be successful or that any given
product  will  be  determined  to  be  safe  and  effective,  capable  of  being
manufactured economically in commercial quantities or successfully marketed.

We have limited manufacturing experience and capacity.

         Ampligen(R) has been only produced in limited quantities for use in our
clinical  trials  and we are  dependent  upon  third  party  suppliers  for  key
components of our products and for substantially all of the production  process.
The failure to continue these arrangements or to achieve other such arrangements
on  satisfactory  terms could have a material  adverse affect on us. Also, to be
successful,  our products  must be  manufactured  in  commercial  quantities  in
compliance with regulatory  requirements and at acceptable  costs. To the extent
we are  involved  in the  production  process,  our current  facilities  are not
adequate  for  the   production  of  our  proposed   products  for   large-scale
commercialization,  and we currently do not have  adequate  personnel to conduct
commercial-scale  manufacturing.  We intend to utilize third-party facilities if
and when the need  arises  or, if we are  unable  to do so, to build or  acquire
commercial-scale   manufacturing   facilities.  We  will  need  to  comply  with
regulatory  requirements  for  such  facilities,  including  those  of  the  FDA
pertaining to current Good Manufacturing  Practices ("cGMP") regulations.  There
can be no assurance  that such  facilities  can be used,  built,  or acquired on
commercially  acceptable  terms,  or that such  facilities,  if used,  built, or
acquired, will be adequate for our long-term needs.

In connection with settling various manufacturing  infractions  previously noted
by the FDA,  Schering-Plough  ("Schering")  entered into a "Consent Decree" with
the FDA whereby,  among other things, it agreed to discontinue  various contract
(third party)  manufacturing  activities at various facilities including its San
Juan,  Puerto  Rico,  plant.  Ampligen(R)  (which was not involved in any of the
cited  infractions)  was produced at this Puerto Rico plant from year 2000-2004.
Operating under  instructions  from the Consent Decree,  Schering has advised us
that it would no longer manufacture Ampligen(R) in this facility beyond 2004 and
would assist us in an orderly  transfer of said activities to other non Schering
facilities.

On September 9, 2005, we signed a Letter of Intent ("LOI") with  Hollister-Stier
Laboratories LLC of Spokane,  Washington  ("Hollister-Stier"),  for the contract
manufacturing of Ampligen(R).  In November 2005, we paid $100,000 upon executing
the LOI in order to initiate the manufacturing  project. The LOI shall remain in
full force and effect for 90 calendar  days or until a  definitive  agreement is
reached.  The  achievement  of the initial  objectives  described in the LOI, in
combination  with our polymer  production  facility  under  construction  in New
Brunswick,   N.J.,  may  enable  us  to   manufacture   the  raw  materials  for
approximately   10,000  doses  of  Ampligen(R)  per  week.  Based  on  the  LOI,
Hollister-Stier  has  agreed  to  formulate  and  bottle  Ampligen(R)  using raw
materials  received  from us. We have an executed  confidentiality  agreement in
place  and;   therefore,   have  commenced  the  preliminary   transfer  of  our
manufacturing  technology to Hollister-Stier.  Our decision to transfer relevant
manufacturing  technology absent of an executed  agreement,  was done in part to
expedite the eventual  manufacture of Ampligen(R) by Hollister-Stier.  If we are
unable to negotiate and finalize an agreement with Hollister-Stier,  in a timely
manner our plans to file an NDA for Ampligen(R) and,  eventually,  to market and
sell Ampligen(R) will be delayed.

We  have  identified  two  other  capable  cGMP  facilities  in the  US for  the
manufacture of Ampligen(R) and obtained  proposals from both. If either of these
two  facilities  are  acceptable,  we would be able to maintain a minimum of two
independent  production  sites.  We are in the process of reviewing  these other
proposals.

         The purified drug concentrate  utilized in the formulation of ALFERON N
Injection(R)  is  manufactured  in our New  Brunswick,  New Jersey  facility and
ALFERON N  Injection(R)  was  formulated  and packaged at a production  facility
formerly  owned and operated by Abbott  Laboratories  located in Kansas.  Abbott
Laboratories has sold the facility to Hospira.  Hospira  recently  completed the
production  of 12,000  vials.  Hospira is ceasing the labeling and  packaging of
Alferon N  Injection(R)  as they are  seeking  larger  production  runs for cost
efficiency   purposes.   We  have   identified   five  new  potential   contract
manufacturers,   obtained  proposals  from  all  five,  and  have  audited  two,
concerning the future formulation and packaging of Alferon N Injection(R). If we
are  unable  to  secure a new  facility  within a  reasonable  period of time to
formulate and package ALFERON N Injection(R) at an acceptable  cost, our ability
to sell  ALFERON N  Injection(R)  and to  generate  profits  there  from will be
adversely affected.

We may not be profitable unless we can produce  Ampligen(R) or other products in
commercial quantities at costs acceptable to us.

We have never produced  Ampligen(R)  or any other  products in large  commercial
quantities.  We must  manufacture  our products in  compliance  with  regulatory
requirements in large commercial quantities and at acceptable costs in order for
us to be  profitable.  We intend to  utilize  third-party  manufacturers  and/or
facilities  if and when the need  arises or, if we are unable to do so, to build
or acquire commercial-scale  manufacturing  facilities. If we cannot manufacture
commercial  quantities of Ampligen(R)  or enter into third party  agreements for
its manufacture at costs  acceptable to us, our operations will be significantly
affected.  Also, each production lot of Alferon N Injection(R) is subject to FDA
review and  approval  prior to  releasing  the lots to be sold.  This review and
approval  process  could take  considerable  time,  which would delay our having
product in inventory to sell.


Rapid technological change may render our products obsolete or non-competitive.

         The  pharmaceutical  and biotechnology  industries are subject to rapid
and   substantial   technological   change.   Technological   competition   from
pharmaceutical and biotechnology companies, universities,  governmental entities
and others  diversifying  into the field is intense and is expected to increase.
Most of these  entities  have  significantly  greater  research and  development
capabilities than us, as well as substantial marketing, financial and managerial
resources,  and  represent  significant  competition  for  us.  There  can be no
assurance  that   developments  by  others  will  not  render  our  products  or
technologies  obsolete  or  noncompetitive  or that we will be able to keep pace
with technological developments.

Our products may be subject to substantial competition.

         Ampligen(R). Competitors may be developing technologies that are, or in
the future may be, the basis for competitive  products.  Some of these potential
products  may have an  entirely  different  approach  or means of  accomplishing
similar  therapeutic  effects to products being developed by us. These competing
products may be more  effective and less costly than our products.  In addition,
conventional drug therapy,  surgery and other more familiar treatments may offer
competition  to  our  products.   Furthermore,  many  of  our  competitors  have
significantly  greater  experience  than us in  pre-clinical  testing  and human
clinical trials of  pharmaceutical  products and in obtaining FDA, HPB and other
regulatory  approvals of products.  Accordingly,  our competitors may succeed in
obtaining FDA, HPB or other regulatory  product  approvals more rapidly than us.
There are no drugs approved for commercial  sale with respect to treating ME/CFS
in the United States. The dominant  competitors with drugs to treat HIV diseases
include  Gilead  Pharmaceutical,   Pfizer,  Bristol-Myers,  Abbott  Labs,  Glaxo
Smithkline,  Merck and  Schering-Plough  Corp.  These potential  competitors are
among the largest  pharmaceutical  companies in the world, are well known to the
public and the  medical  community,  and have  substantially  greater  financial
resources,  product  development,  and manufacturing and marketing  capabilities
than we  have.  Although  we  believe  our  principal  advantage  is the  unique
mechanism of action of Ampligen(R)  on the immune system,  we cannot assure that
we will be able to compete.

         ALFERON  N  Injection(R).  Many  potential  competitors  are  among the
largest pharmaceutical  companies in the world, are well known to the public and
the medical  community,  and have  substantially  greater  financial  resources,
product development,  and manufacturing and marketing capabilities than we have.
ALFERON N Injection(R) currently competes with Schering's injectable recombinant
alpha  interferon  product  (INTRON(R) A) for the treatment of genital warts. 3M
Pharmaceuticals  also  received FDA approval for its  immune-response  modifier,
Aldara(R),  a  self-administered  topical  cream,  for the treatment of external
genital and perianal warts.  ALFERON N Injection(R) also competes with surgical,
chemical,  and other  methods of treating  genital  warts.  We cannot assess the
impact products  developed by our  competitors,  or advances in other methods of
the treatment of genital warts, will have on the commercial viability of ALFERON
N  Injection(R).  If and when we  obtain  additional  approvals  of uses of this
product, we expect to compete primarily on the basis of product performance. Our
potential  competitors have developed or may develop products (containing either
alpha or beta  interferon or other  therapeutic  compounds)  or other  treatment
modalities for those uses. In the United States, three recombinant forms of beta
interferon have been approved for the treatment of relapsing-remitting  multiple
sclerosis.  There can be no assurance that, if we are able to obtain  regulatory
approval of ALFERON N Injection(R) for the treatment of new indications, we will
be able to achieve any significant  penetration into those markets. In addition,
because  certain  competitive  products  are not  dependent on a source of human
blood cells, such products may be able to be produced in greater volume and at a
lower cost than ALFERON N Injection(R).  Currently, our wholesale price on a per
unit  basis of ALFERON N  Injection(R)  is higher  than that of the  competitive
recombinant alpha and beta interferon products.

         General.  Other  companies may succeed in developing  products  earlier
than we do, obtaining approvals for such products from the FDA more rapidly than
we do, or developing products that are more effective than those we may develop.
While we will  attempt  to expand  our  technological  capabilities  in order to
remain  competitive,  there can be no assurance that research and development by
others or other  medical  advances  will not render our  technology  or products
obsolete or  non-competitive  or result in treatments  or cures  superior to any
therapy we develop.

Possible  side effects  from the use of  Ampligen(R)  or ALFERON N  Injection(R)
could adversely affect potential revenues and physician/patient acceptability of
our product.

         Ampligen(R).  We  believe  that  Ampligen(R)  has been  generally  well
tolerated  with a low  incidence of clinical  toxicity,  particularly  given the
severely  debilitating or life  threatening  diseases that have been treated.  A
mild  flushing  reaction  has been  observed  in  approximately  15% of patients
treated in our various studies.  This reaction is occasionally  accompanied by a
rapid heart beat,  a tightness of the chest,  urticaria  (swelling of the skin),
anxiety,  shortness of breath, subjective reports of "feeling hot," sweating and
nausea.  The  reaction is usually  infusion-rate  related and can  generally  be
controlled  by slowing the infusion  rate.  Other  adverse side effects  include
liver enzyme level elevations,  diarrhea,  itching,  asthma, low blood pressure,
photophobia, rash, transient visual disturbances,  slow or irregular heart rate,
decreases  in  platelets  and  white  blood  cell  counts,  anemia,   dizziness,
confusion,  elevation of kidney function tests,  occasional  temporary hair loss
and various flu-like symptoms, including fever, chills, fatigue, muscular aches,
joint  pains,  headaches,  nausea and  vomiting.  These  flu-like  side  effects
typically  subside  within  several  months.  One or more of the potential  side
effects might deter usage of  Ampligen(R)  in certain  clinical  situations  and
therefore,  could  adversely  affect  potential  revenues and  physician/patient
acceptability of our product.

         ALFERON N  Injection(R).  At present,  ALFERON N  Injection(R)  is only
approved for the  intralesional  (within the lesion)  treatment of refractory or
recurring external genital warts in adults. In clinical trials conducted for the
treatment  of  genital  warts  with  ALFERON N  Injection(R),  patients  did not
experience  serious  side  effects;  however,  there  can be no  assurance  that
unexpected or unacceptable side effects will not be found in the future for this
use or other  potential uses of ALFERON N  Injection(R)  which could threaten or
limit such product's usefulness.

We may be subject  to  product  liability  claims  from the use of  Ampligen(R),
Alferon N Injection(R),  or other of our products which could negatively  affect
our future operations.

         We face an inherent  business  risk of  exposure  to product  liability
claims in the event that the use of Ampligen(R) or other of our products results
in adverse  effects.  This  liability  might result from claims made directly by
patients,  hospitals, clinics or other consumers, or by pharmaceutical companies
or others  manufacturing these products on our behalf. Our future operations may
be negatively  affected from the litigation costs,  settlement expenses and lost
product  sales  inherent to these  claims.  While we will continue to attempt to
take appropriate  precautions,  we cannot assure that we will avoid  significant
product  liability  exposure.  Although we currently  maintain product liability
insurance  coverage,  there can be no assurance that this insurance will provide
adequate  coverage  against  Ampligen(R)  and/or Alferon N Injection(R)  product
liability  claims. A successful  product liability claim against us in excess of
Ampligen(R)'s  $1,000,000 in insurance coverage;  $3,000,000 in aggregate, or in
excess of Alferon N Injection(R)'s $5,000,000 in insurance coverage;  $5,000,000
in aggregate; or for which coverage is not provided could have a negative effect
on our business and financial condition.

The loss of Dr. William A. Carter's services could hurt our chances for success.

         Our success is dependent  on the  continued  efforts of Dr.  William A.
Carter  because of his position as a pioneer in the field of nucleic acid drugs,
his being the  co-inventor  of  Ampligen(R),  and his  knowledge  of our overall
activities,  including  patents and clinical  trials.  The loss of Dr.  Carter's
services could have a material  adverse effect on our operations and chances for
success.  We have secured key man life  insurance in the amount of $2,000,000 on
the life of Dr. Carter and we have an employment agreement with Dr. Carter that,
as  amended,  runs  until May 8,  2008.  However,  Dr.  Carter  has the right to
terminate his employment  upon not less than 30 days prior written  notice.  The
loss of Dr.  Carter or other  personnel,  or the  failure to recruit  additional
personnel  as needed could have a  materially  adverse  effect on our ability to
achieve our objectives.

Uncertainty of health care reimbursement for our products.

Our ability to successfully  commercialize our products will depend, in part, on
the extent to which  reimbursement  for the cost of such  products  and  related
treatment will be available from government health  administration  authorities,
private  health   coverage   insurers  and  other   organizations.   Significant
uncertainty exists as to the reimbursement  status of newly approved health care
products,  and from time to time  legislation  is proposed,  which,  if adopted,
could further  restrict the prices  charged by and/or  amounts  reimbursable  to
manufacturers  of  pharmaceutical  products.  We cannot  predict  what,  if any,
legislation  will ultimately be adopted or the impact of such legislation on us.
There can be no assurance that third party insurance  companies will allow us to
charge and receive  payments for products  sufficient to realize an  appropriate
return on our investment in product development.

There are  risks of  liabilities  associated  with  handling  and  disposing  of
hazardous materials.

Our business  involves the controlled use of hazardous  materials,  carcinogenic
chemicals,  flammable solvents and various  radioactive  compounds.  Although we
believe that our safety  procedures for handling and disposing of such materials
comply in all material  respects  with the  standards  prescribed  by applicable
regulations, the risk of accidental contamination or injury from these materials
cannot be completely eliminated. In the event of such an accident or the failure
to comply with applicable  regulations,  we could be held liable for any damages
that result,  and any such liability  could be  significant.  We do not maintain
insurance coverage against such liabilities.


Risks Associated With and Investment in Our Common Stock

The market price of our stock may be adversely affected by market volatility.

         The  market  price of our  common  stock  has been and is  likely to be
volatile. In addition to general economic,  political and market conditions, the
price and trading volume of our stock could fluctuate widely in response to many
factors, including:

o  announcements of the results of clinical trials by us or our competitors;

o  adverse reactions to products;

o  governmental  approvals,  delays in expected  governmental  approvals or
   withdrawals of any prior governmental  approvals or public or regulatory
   agency concerns regarding the safety or effectiveness of our products;

o  changes in U.S. or foreign regulatory policy during the period of product
   development;

o  developments  in patent or other  proprietary  rights,  including  any third
   party  challenges  of our  intellectual  property rights;

o  announcements of technological innovations by us or our competitors;

o  announcements of new products or new contracts by us or our competitors;

o  actual or anticipated  variations in our operating results due to the level
   of development  expenses and other  factors;

o  changes in  financial  estimates by
   securities  analysts and whether our earnings  meet or exceed the  estimates;

o  conditions and trends in the pharmaceutical and other industries;
   new accounting standards; and

o  the occurrence of any of the risks described in these "Risk Factors."

Our common stock is listed for quotation on the American Stock Exchange. For the
12-month  period ended  September  30,  2005,  the price of our common stock has
ranged from $1.25 to $2.50 per share. We expect the price of our common stock to
remain  volatile.  The average daily  trading  volume of our common stock varies
significantly.  Our  relatively  low average  volume and low  average  number of
transactions  per day may affect the ability of our  stockholders  to sell their
shares in the public  market at  prevailing  prices and a more active market may
never develop.

In the  past,  following  periods  of  volatility  in the  market  price  of the
securities of companies in our industry,  securities class action litigation has
often been instituted  against companies in our industry.  If we face securities
litigation in the future, even if without merit or unsuccessful, it would result
in  substantial  costs and a diversion of management  attention  and  resources,
which would negatively impact our business.

Our stock price may be  adversely  affected if a  significant  amount of shares,
primarily those registered herein and in prior registration statements, are sold
in the public market.

         As of November 15, 2005,  approximately  1,132,457 shares of our common
stock,  constituted  "restricted  securities"  as  defined in Rule 144 under the
Securities Act of 1933,  402,798 of which are registered for public sale.  Also,
we have registered  21,106,907 shares issuable (i) to Fusion Capital pursuant to
the common stock purchase agreement with Fusion Capital; (11) upon conversion of
approximately  135% of  Debentures  that we issued  in 2003 and  2004;  (iii) as
payment of 135% of the interest on all of the Debentures;  (iv) upon exercise of
135% of the certain  Warrants;  and (v) upon exercise of certain other warrants.
In addition we will be registering an aggregate of 1,224,983 shares representing
135% of shares  issuable  upon  exercise of the  October  2009  Warrants  and as
additional  interest  shares  (resulting  from the amendment to the  Debentures.
Registration  of the shares permits the sale of the shares in the open market or
in privately negotiated transactions without compliance with the requirements of
Rule 144.  To the extent the  exercise  price of the  warrants  is less than the
market  price of the common  stock,  the holders of the  warrants  are likely to
exercise them and sell the  underlying  shares of common stock and to the extent
that the conversion  price and exercise  price of these  securities are adjusted
pursuant to  anti-dilution  protection,  the securities  could be exercisable or
convertible for even more shares of common stock. We also may issue shares to be
used to meet our capital  requirements  or use shares to  compensate  employees,
consultants  and/or directors.  We are unable to estimate the amount,  timing or
nature of future sales of outstanding common stock. Sales of substantial amounts
of our common  stock in the public  market  could cause the market price for our
common  stock to  decrease.  Furthermore,  a decline  in the price of our common
stock would likely impede our ability to raise  capital  through the issuance of
additional shares of common stock or other equity securities.

The sale of our common stock to Fusion  Capital may cause  dilution and the sale
of the shares of common  stock  acquired by Fusion  Capital and other  shares by
Selling  Stockholders  listed in this  prospectus and another  prospectus  could
cause the price of our common stock to decline.

         The sale by Fusion  Capital and other  selling  stockholders  listed in
this  prospectus  and another  prospectus  of our common stock will increase the
number of our publicly  traded  shares,  which could depress the market price of
our common stock.  Moreover,  the mere prospect of resales by Fusion Capital and
other selling  stockholders could depress the market price for our common stock.
The  issuance  of shares to Fusion  Capital  under  the  common  stock  purchase
agreement  dated July 8, 2005,  will  dilute the  equity  interest  of  existing
stockholders  and could have an adverse effect on the market price of our common
stock.

         The purchase  price for the common  stock to be sold to Fusion  Capital
pursuant to the common stock  purchase  agreement  will  fluctuate  based on the
price of our  common  stock.  All  shares  sold to  Fusion  Capital  are  freely
tradable.  Fusion  Capital  may sell  none,  some or all of the shares of common
stock purchased from us at any time. We expect that the shares will be sold over
a period of in excess of 25 months  from August 3, 2005.  Depending  upon market
liquidity at the time,  a sale of shares  under this  offering at any given time
could cause the  trading  price of our common  stock to  decline.  The sale of a
substantial  number of shares of our common stock to Fusion Capital  pursuant to
the  purchase  agreement,  or  anticipation  of such  sales,  could make it more
difficult for us to sell equity or equity-related  securities in the future at a
time and at a price that we might otherwise wish to effect sales.

Provisions of our  Certificate of  Incorporation  and Delaware law could defer a
change of our management which could discourage or delay offers to acquire us.

         Provisions of our  Certificate  of  Incorporation  and Delaware law may
make  it  more  difficult  for  someone  to  acquire  control  of us or for  our
stockholders to remove existing  management,  and might discourage a third party
from offering to acquire us, even if a change in control or in management  would
be beneficial to our stockholders. For example, our Certificate of Incorporation
allows us to issue shares of preferred  stock without any vote or further action
by our  stockholders.  Our  Board  of  Directors  has the  authority  to fix and
determine the relative rights and preferences of preferred  stock.  Our Board of
Directors  also has the  authority  to issue  preferred  stock  without  further
stockholder  approval.  As a result,  our Board of Directors could authorize the
issuance  of a series  of  preferred  stock  that  would  grant to  holders  the
preferred right to our assets upon  liquidation,  the right to receive  dividend
payments before dividends are distributed to the holders of common stock and the
right to the  redemption of the shares,  together  with a premium,  prior to the
redemption of our common stock.  In this regard,  in November 2002, we adopted a
stockholder  rights plan and, under the Plan, our Board of Directors  declared a
dividend distribution of one Right for each outstanding share of Common Stock to
stockholders of record at the close of business on November 29, 2002. Each Right
initially  entitles  holders to buy one unit of preferred stock for $30.00.  The
Rights generally are not  transferable  apart from the common stock and will not
be exercisable unless and until a person or group acquires or commences a tender
or exchange offer to acquire,  beneficial ownership of 15% or more of our common
stock.  However,  for Dr.  Carter,  our chief  executive  officer,  who  already
beneficially  owns 10.3% of our common stock,  the Plan's threshold will be 20%,
instead of 15%. The Rights will expire on November 19, 2012, and may be redeemed
prior thereto at $.01 per Right under certain circumstances.

         Because the risk factors  referred to above could cause actual  results
or outcomes to differ  materially  from those  expressed in any  forward-looking
statements  made  by us,  you  should  not  place  undue  reliance  on any  such
forward-looking  statements.  Further, any forward-looking statement speaks only
as of the date on which it is made and we undertake no  obligation to update any
forward-looking statement or statements to reflect events or circumstances after
the  date on  which  such  statement  is  made  or  reflect  the  occurrence  of
unanticipated  events.  New  factors  emerge  from  time to time,  and it is not
possible for us to predict which will arise.  In addition,  we cannot assess the
impact of each  factor on our  business  or the extent to which any  factor,  or
combination of factors, may cause actual results to differ materially from those
contained in any  forward-looking  statements.  Our research in clinical efforts
may continue for the next several  years and we may continue to incur losses due
to clinical  costs incurred in the  development  of  Ampligen(R)  for commercial
application.  Possible  losses may fluctuate from quarter to quarter as a result
of  differences in the timing of  significant  expenses  incurred and receipt of
licensing fees and/or cost recovery treatment revenues in Europe,  Canada and in
the United States.


                              INFORMATION ABOUT US

         We are a biopharmaceutical company engaged in the clinical development,
manufacture,  marketing and  distribution  of new drug entities based on natural
immune system enhancing technologies for the treatment of viral and immune based
chronic disorders.  We were founded in the early 1970s, as a contract researcher
for  the  National  Institutes  of  Health.  After  almost  30  years,  we  have
established a strong foundation of laboratory,  pre-clinical,  and clinical data
with  respect  to the  development  of  nucleic  acids to  enhance  the  natural
antiviral  defense  system  of the  human  body  and to aid the  development  of
therapeutic  products for the treatment of chronic diseases.  We own a U.S. Food
and Drug  Administration  ("FDA")  approved  GMP (good  manufacturing  practice)
manufacturing facility in New Jersey.

         Our flagship  products include  Ampligen(R) and Alferon N Injection(R).
Ampligen(R) is an  experimental  drug  undergoing  clinical  development for the
treatment of: Myalgic  Encephalomyelitis/Chronic  Fatigue Syndrome  ("ME/CFS" or
"CFS"),  and HIV. In August 2004, we completed a Phase III clinical  trial ("AMP
516") treating over 230 ME/CFS patients with  Ampligen(R) and are in the process
of preparing a new drug  application  ("NDA") to be filed with the FDA. Over its
developmental history, Ampligen(R) has received various designations,  including
Orphan Drug Product Certification (FDA), Emergency (compassionate) Cost Recovery
Sales Authorization (FDA) and "promising"  clinical outcome recognition based on
the evaluation of certain summary clinical reports (AHRQ, Agency Health Research
Quality).  However  to  date,  the FDA  has  determined  it has  yet to  receive
sufficient  information  to support  the  potential  of  Ampligen(R)  to treat a
serious or life threatening aspect of ME/CFS. The definition of the "seriousness
of a condition", according to Guidance for Industry documents published in July,
2004 is "a matter of judgment, but generally based on its impact on such factors
as survival, day-to-day functioning, or the likelihood that the disease, if left
untreated,  will progress  from a less severe  condition to a more serious one".
The FDA has  recently  requested a "complete  and audited  report of the Amp 516
study to determine whether Ampligen(R) has a clinically  meaningful benefit on a
serious or life  threatening  aspect of ME/CFS in order to evaluate  whether the
Amp 516 study results do or do not support a "fast track  designation".  The FDA
has also invited us to include a schedule for  completion of all ME/CFS  studies
as well as a proposed  schedule for our NDA  submission.  Because we believe our
ME/CFS  studies are complete,  we intend to request a pre-NDA  meeting to obtain
advice on preparing  and  submitting  our NDA. At the same time we will continue
with our existing  ongoing  efforts to prepare a complete and audited  report of
our various studies,  including the  well-controlled Amp 516 study. We are using
our best efforts to complete the requisite  reports  including the hiring of new
staff and various  recognized  expert  medical/regulatory  consultants,  but can
provide no assurance as to whether the outcome of this large data collection and
filing process (approximately 750 patients, treated more than 45,000 times) will
be favorable or unfavorable, specifically with respect to the FDA's perspective.
Also,  we can  provide  no  guidance  as to the  tentative  date  at  which  the
compilation and filing of such data will be complete, as significant factors are
outside our control including,  without limitation,  the ability and willingness
of the independent  clinical  investigators to complete the requisite reports at
an acceptable  regulatory  standard,  the ability to collect overseas  generated
data, and the ability of  Hollister-Stier  facilities (or the facilities of such
other  manufacturer  as we may  retain  in the  event  that  we do not  come  to
definitive terms with  Hollister-Stier)  to interface with our own New Brunswick
staff/facilities to meet the manufacturing  regulatory  standards.  In addition,
Ampligen(R) is undergoing  pre-clinical  testing for possible treatment of avian
influenza ("bird flu").  Alferon N Injection(R) is the registered  trademark for
our injectable formulation of natural alpha interferon, which is approved by the
FDA for the  treatment  of  genital  warts.  Alferon N  Injection(R)  is also in
clinical  development  for  treating  Multiple  Sclerosis  and West  Nile  Virus
("WNV").

         With the  threat  of an avian  influenza  pandemic  rising  and  health
officials  warning  that the virus  could  develop  resistance  to  current  flu
treatments,  the pursuit of a  cost-effective  and  complementary  treatment  to
existing  antivirals  and vaccines has become  critical.  This  combination  may
permit the use of lower  dosages  and fewer  injections  of the  antivirals  and
vaccines  used  to  combat  avian  flu,  thereby  decreasing  the  cost  of both
immunization programs and treatment programs for the full-blown disease.

         In  antimicrobial  (antibacterial)  therapy,  which is the best-studied
clinical  model,   synergistic   drug   combinations   may  result  in  curative
conditions/outcomes,  often not observed  when the single drugs are given alone.
In the case of avian influenza where global drug supplies are  presumptively  in
very  limited  supply  relative  to  potential  needs,  therapeutic  synergistic
combinations  could not only affect the disease outcome,  but also the number of
individuals able to access therapies.

         We recently  announced that true therapeutic  synergy had been observed
in the  interaction  between  Ampligen(R)  and Tamiflu in the  inhibition of the
Avian influenza  virus.  Cell  destruction was measured in vitro using different
drug combinations. True therapeutic synergy is defined by mathematical equations
which indicate that the therapeutic  effect observed is in fact greater than the
expected arithmetic sum of the two drugs working independently,  and is referred
to by pharmacologists as the "Chou/Talalay" equations developed at Johns Hopkins
University.

         In a  recently  reported  study  from a  vaccine  group in  Japan,  the
incorporation of poly I: poly C (dsRNA) into a nasal  administration of a killed
influenza A preparation  converted a poorly  immunogenic  response into a highly
efficacious  vaccine in  protection  of mice from  lethal  infection  from human
influenza A. Ampligen is a dsRNA which  currently is undergoing  testing in this
animal model.

         We have over 100 patents  worldwide with 9 additional  patents  pending
comprising our intellectual  property.  We continually review our patents rights
to  determine  whether  they have  continuing  value.  Such  review  includes an
analysis of the  patent's  ultimate  revenue and  profitability  potential on an
undiscounted   cash  basis  to  support  the  realizability  of  our  respective
capitalized cost. In addition, management's review addresses whether each patent
continues  to  fit  into  our  strategic   business   plans.  We  have  a  fully
commercialized   product   (Alferon  N   Injection(R)),   and  a  GMP  certified
manufacturing facility.

         In  March  2004,  we  completed  the   step-by-step   acquisition  from
Interferon  Sciences,  Inc.  ("ISI")  of  ISI's  commercial  assets,  Alferon  N
Injection(R)  inventory,  a worldwide  license for the production,  manufacture,
use,  marketing and sale of Alferon N Injection(R).  As well as, a 43,000 square
foot   manufacturing   facility  in  New  Jersey  and  the  acquisition  of  all
intellectual property related to Alferon Injection(R). Alferon N Injection(R) is
a natural alpha interferon that has been approved by the FDA for commercial sale
for the  intra-lesional  treatment of refractory or recurring  external  genital
warts in patients 18 years of age or older.  The  acquisition  was  completed in
Spring 2004 with the acquisition of all world wide commercial rights.

         We  outsource  certain  components  of our  research  and  development,
manufacturing,  marketing and distribution  while  maintaining  control over the
entire process through our quality  assurance group and our clinical  monitoring
group.

         Since the completion of our AMP 516 ME/CFS Phase III clinical trial for
use of  Ampligen(R)  in the treatment of ME/CFS we have received  inquiries from
and, under confidentiality  agreements, are having dialogue with other companies
regarding marketing opportunities. No proposals or agreements have resulted from
the dialogue, nor can we be assured that any proposals or agreements will result
from these inquiries.

         Our principal  executive  offices are located at One Penn Center,  1617
JFK Boulevard,  Philadelphia,  Pennsylvania  19103,  and its telephone number is
215-988-0080.

                                 USE OF PROCEEDS

         We will not  receive  any of the  proceeds  from the sale of the common
stock  offered  by  this  prospectus.   Proceeds  from  the  exercising  of  the
options/warrants  will  be used  for  conducting  clinical  trials  and  related
activities, research and development and general corporate purposes.

                              SELLING STOCKHOLDERS

         This  prospectus  relates to the reoffer and resale of Shares that: (i)
are issuable  upon exercise of  options/warrants  that have been issued by us to
the selling stockholders pursuant to our Officers, Directors and Employees Stock
Compensation  Programs  and our 2004  Equity  Incentive  Plan and (ii) have been
issued  to  certain  selling   stockholders   pursuant  to  our  2003  Directors
Compensation  Plan.  The Officers,  Directors and Employees  Stock  Compensation
Programs,  2004 Equity Incentive Plan and 2003 Directors  Compensation  Plan are
collectively referred to as the "Plans."

         The  information  in the  table  below  sets  forth,  for each  selling
stockholder, based upon information available to us as of November 10, 2005, the
number of shares of our  common  stock  beneficially  owned  before  and after a
hypothetical  sale of the Shares,  the maximum number of Shares that may be sold
and the  percentage of the  outstanding  shares of our common stock owned before
and after the hypothetical sale of the Shares.

         In the table below,  "Shares to be Sold"  represents the maximum number
of Shares that could be sold under this prospectus if the holder sold all of his
or her Shares.  The amounts  listed under "Shares to be Sold" do not  constitute
commitments to sell any or all of the stated number of Shares. The actual number
of  Shares to be sold,  if any,  shall be  determined  from time to time by each
selling stockholder in his or her discretion.  We have not been informed whether
any selling stockholders intend to sell any Shares at this time.

<TABLE>
<CAPTION>
                                                                       Shares          Percentage of Class(1)
                                                                                       ----------------------
                                 Shares                                beneficially
                                 Beneficially      Shares              Owned After          Before    After
Name and Position                Owned(1)          To Be Sold(1)       The Offering         Offering Offering
-----------------                ---------         -------------       ------------         -----------------
<S>                                             <C>                <C>                 <C>                 <C>          <C>
------------------------------------------- ---------------- ----------------- ------------------------- ---------- --------
William A. Carter, M.D.                        6,192,868       5,685,378(2)            507,490             9.9%        *
------------------------------------------- ---------------- ----------------- ------------------------- ---------- --------
------------------------------------------- ---------------- ----------------- ------------------------- ---------- --------
Robert E. Peterson                              575,574         567,574(3)              8,000                *         *
------------------------------------------- ---------------- ----------------- ------------------------- ---------- --------
------------------------------------------- ---------------- ----------------- ------------------------- ---------- --------
Ransom W. Etheridge                             586,800         532,484(4)              54,316               *         *
------------------------------------------- ---------------- ----------------- ------------------------- ---------- --------
------------------------------------------- ---------------- ----------------- ------------------------- ---------- --------
Richard C. Piani                                361,842         337,092(5)              24,750               *         *
------------------------------------------- ---------------- ----------------- ------------------------- ---------- --------
------------------------------------------- ---------------- ----------------- ------------------------- ---------- --------
William M. Mitchell                             342,124         324,484(6)              17,640               *         *
------------------------------------------- ---------------- ----------------- ------------------------- ---------- --------
------------------------------------------- ---------------- ----------------- ------------------------- ---------- --------
David R. Strayer                                150,746         140,000(7)              10,746               *         *
------------------------------------------- ---------------- ----------------- ------------------------- ---------- --------
------------------------------------------- ---------------- ----------------- ------------------------- ---------- --------
Carol Smith                                     51,791          51,791(8)                 0                  *         *
------------------------------------------- ---------------- ----------------- ------------------------- ---------- --------
------------------------------------------- ---------------- ----------------- ------------------------- ---------- --------
Iraj-Eqhbal Kiani                               42,017          42,017(9)                 0                  *         *
------------------------------------------- ---------------- ----------------- ------------------------- ---------- --------
------------------------------------------- ---------------- ----------------- ------------------------- ---------- --------
Douglas Hulse                                  131,067(10)      41,667(10)              89,400               *         *
------------------------------------------- ---------------- ----------------- ------------------------- ---------- --------
------------------------------------------- ---------------- ----------------- ------------------------- ---------- --------
Steven Spence                                   105,770         29,037(11)              76,733               *         *
------------------------------------------- ---------------- ----------------- ------------------------- ---------- --------
------------------------------------------- ---------------- ----------------- ------------------------- ---------- --------
Mei-June Liao                                   10,000          10,000(12)                0                  *         *
------------------------------------------- ---------------- ----------------- ------------------------- ---------- --------
------------------------------------------- ---------------- ----------------- ------------------------- ---------- --------
Robert Hansen                                   10,000          10,000(12)                0                  *         *
------------------------------------------- ---------------- ----------------- ------------------------- ---------- --------
------------------------------------------- ---------------- ----------------- ------------------------- ---------- --------

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

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

-----------------------------------------------------------------------------------------------------------------------------
* Less than 1.0%
-----------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)      Reflects shares issuable upon the exercise of options/warrants granted
         pursuant to the Plans.

(2)      Includes  shares  issuable upon the exercise of (i) warrants  issued in
         2001 to purchase  376,650 shares of common stock  consisting of 188,325
         exercisable  at $6.00 per share and  188,325  exercisable  at $9.00 per
         share,  all expiring on February 22, 2006; (ii) stock options issued in
         2001 to  purchase  10,000  shares  of  common  stock at $4.03 per share
         expiring  January 3, 2011;  (iii)  warrants  issued in 2002 to purchase
         1,000,000  shares  of  common  stock  exercisable  at $2.00  per  share
         expiring on August 7, 2007;  (iv)  warrants  issued in 2003 to purchase
         1,450,000  shares  of  common  stock  exercisable  at $2.20  per  share
         expiring on  September  8, 2008;  (v) stock  options  issued in 2004 to
         purchase  320,000 shares of common stock at $2.60 per share expiring on
         September  7,  2014;  (vi)  Stock  Options  issued in 2005 to  purchase
         100,000 shares of common stock at $1.75 per share expiring on April 26,
         2015 and (vii) Stock options issued in 2005 to purchase  465,000 shares
         of common stock at $1.86 per share expiring July 1, 2011. Also includes
         1,963,728  warrants and options  originally issued to William A. Carter
         and subsequently  transferred to Carter Investments of which Dr. Carter
         is the beneficial owner. These securities consist of warrants issued in
         1998(a)  to  purchase  490,000  shares of common  stock  consisting  of
         190,000  exercisable at $4.00 per share expiring on January 1, 2008 and
         300,000  exercisable  at $6.00  per share  expiring  January  1,  2006;
         (b)stock  options  granted  in 1991 and  extended  in 1998 to  purchase
         73,728 shares of common stock  exercisable  at $2.71 per share expiring
         on August 8, 2008 and (c)Warrants  issued in 2002 to purchase 1,400,000
         shares of common  stock at $3.50 per share  expiring on  September  30,
         2007. Does not include 507,490 shares of common stock.

(3)      Includes shares issuable upon exercise of (i) options issued in 1997 to
         purchase  13,750 shares of common stock at $3.50 per share and expiring
         on January 22,  2007,  (ii) options  issued in 2001 to purchase  10,000
         shares of common  stock at $4.03 per share and  expiring  on January 3,
         2011,  (iii)  warrants  issued in 2002 to  purchase  200,000  shares of
         common  stock at $2.00 per share  expiring  on August 13, 2007 and (iv)
         options  issued in 2005 to purchase  100,000  shares of common stock at
         $1.75  per  share  expiring  April  26,  2015.  Also  includes  243,824
         warrants/options   originally   issued  to  Robert  E.   Peterson   and
         subsequently  transferred  to the  Robert  E.  Peterson  Trust of which
         Robert E.  Peterson  is owner and  Trustee.  These  securities  include
         warrants  issued in 1996 to  purchase  50,000  shares  of common  stock
         exercisable at $3.50 per share expiring on February 28, 2006;  warrants
         issued in 1998 to purchase  100,000 shares of common stock at $5.00 per
         share expiring on April 14, 2006;  warrants  issued in 2002 to purchase
         30,000 shares of common stock  exercisable  at $5.00 per share expiring
         on April 30, 2006 and 63,824 stock options issued in 2004 consisting of
         50,000  options to acquire  common stock at $3.44 per share expiring on
         June 22, 2014 and 13,824  options to acquire  common stock at $2.60 per
         share  expiring on September 7, 2014.  Does not include 8,000 shares of
         common stock.

(4)      Includes shares issuable upon exercise of (i) 20,000 warrants issued in
         1998 to purchase common stock at $4.00 per share,  originally  expiring
         on January 1, 2003 and  extended  to  January  1,  2008;  (ii)  100,000
         warrants issued in 2002 exercisable  $2.00 per share expiring on August
         13, 2007; (iii) stock options issued in 2005 to purchase 100,000 shares
         of common stock  exercisable  at $1.75 per share  expiring on April 26,
         2015 and(iv) stock options issued in 2004 to purchase  50,000 shares of
         common stock  exercisable  at $2.60 per share  expiring on September 7,
         2014 and (v) 62,484 shares of common stock issued  pursuant to the 2003
         directors  compensation  plan.  Also  includes  200,000  stock  options
         originally  granted  to  Ransom  Etheridge  in  2003  and  subsequently
         transferred  to relatives  and family  trusts.  These stock options are
         exercisable  at $2.75 per share and expires on  December  4, 2013.  The
         transfers  consist of 50,000  options to the  Etheridge  Family  Trust;
         37,500 options to Julianne  Inglima;  37,500 options to Thomas Inglima;
         37,500  options to  R.Etheridge-BMI  Trust;  and  37,500  options to R.
         Etheridge-TCI  Trust.  Julianne and Thomas are Mr. Etheridge's daughter
         and son-in-law. Does not include 54,316 shares of common stock.

(5)      Includes shares issuable upon exercise of (i) 20,000 warrants issued in
         1998 to purchase common stock at $4.00 per share originally expiring on
         January 1, 2005 and extended to January 1, 2008; (ii) 100,000  warrants
         issued in 2003  exercisable  at $2.00 per share  expiring on August 13,
         2007;  (iii)options granted in 2004 to purchase 54,608 shares of common
         stock  exercisable  at $2.60 per share  expiring on September 17, 2014;
         (iv) options granted in 2005 to purchase 100,000 shares of common stock
         exercisable  at $1.75 per  share  expiring  on April  26,  2015 and (v)
         62,484  shares  of  common  stock  issued  pursuant  to  the  Company's
         Directors  Compensation Plan. Excludes (a) 6,850 shares of common stock
         owned by Mr.  Piani;(b)  12,900 shares of common stock owned jointly by
         Mr. And Mrs. Piani;  (c) and 5,000 shares of common stock owned by Mrs.
         Piani.

(6)      Includes  shares  issuable upon exercise of (i) warrants issued in 1998
         to purchase 12,000 shares of common stock at $6.00 per share,  expiring
         on August 25, 2008; (ii) 100,000 warrants issued in 2002 exercisable at
         $2.00 per share expiring on August 13, 2007; (iii) 50,000 stock options
         issued in 2004  exercisable at $2.60 per share expiring on September 7,
         2014;  (iv) 100,000 stock options  issued in 2005  exercisable at $1.75
         per share  expiring on April 26,  2015 and (v) 62,484  shares of common
         stock issued  pursuant to the  Directors  Compensation  Plan.  Excludes
         17,640 shares of common stock.

(7)      (i) stock  options  issued in 1997 to purchase  20,000 shares of common
         stock at $3.50 per share  expiring on February 22, 2007;  (ii) warrants
         issued in 1998 to purchase 50,000 shares of common stock exercisable at
         $4.00 per share  expiring on February  28,  2008;  (iii) stock  options
         granted in 2001 to purchase  10,000 shares of common stock  exercisable
         at $4.03 per share expiring on January 3, 2011; (iv) warrants issued in
         2002 to purchase 50,000 shares of common stock exercisable at $2.00 per
         share  expiring on August 13, 2007 and (v) stock options issued in 2004
         to purchase  10,000  shares of common  stock  exercisable  at $1.90 per
         share  expiring on December 7, 2014.  Does not include 10,746 shares of
         common stock.

(8)      Consists of shares  issuable upon exercise of(i) 5,000 warrants  issued
         in 1998 to purchase  common stock at $4.00 per share  expiring  June 7,
         2008;  (ii) 20,000  warrants  issued in 2002  exercisable  at $2.00 per
         share expiring in August 13, 2007;  (iii) 6,791 stock options issued in
         1997  exercisable at $3.50 expiring January 22, 2007; (iv) 10,000 stock
         options issued in 2001  exercisable at $4.03 per share expiring January
         3, 2011 and 10,000 stock options  issued in 2004  exercisable  at $1.90
         expiring on December 7, 2014.

(9)      Consists of shares  issuable upon exercise of (i) 12,000 options issued
         in 2005  exercisable at $1.63 per share expiring on June 2, 2015;  (ii)
         15,000 options  issued in 2005  exercisable at $1.75 per share expiring
         on April 26,  2015 and (iii)  15,017  shares  of  common  stock  issued
         pursuant to the directors compensation plan.

(10)     Consists  of 41,667  options  exercisable  at $1.55 per share  expiring
         February 14, 2015.  Shares owned  includes  89,400  shares in which Mr.
         Hulse has an  undivided  interest.  These  shares  are held by The Sage
         Group of which Mr. Hulse is a principal.

(11)     Consists of 15,000 stock options  granted in 2005  exercisable at $1.75
         per share  expiring on April 26, 2015 and 14,037 shares of common stock
         issued  pursuant to the directors  compensation  plan. Does not include
         76,733 shares of common stock.

(12)     Consists of stock options granted in 2004 exercisable at $1.90 per
         share of common stock expiring on December 7, 2014.

                              PLAN OF DISTRIBUTION

         The  selling  stockholders,  their  donees  or  other  transferees  and
successors in interest permitted to use Form S-8, under General Instruction A of
Form  S-8,  may  sell  or  transfer  common  stock  for  value  in one  or  more
transactions  in the open market,  either directly or through brokers or agents,
or in privately negotioated transactions or in a combination of these methods of
sale,  at market prices  prevailing  at the time of sale,  at prices  related to
those market prices or at prices otherwise negotiated.  The selling stockholders
have  advised  us  that,  at the date of this  prospectus,  they do not have any
agreement,  arrangement or understanding  with regard to the sale of the Shares.
All selling and other expenses incurred by individual selling  stockholders will
be borne by those selling stockholders.

We do not know whether or not any of the selling  stockholders  will sell any or
all of their  Shares  under this  prospectus.  We may  terminate  this  offering
without notice at any time.

                                  LEGAL MATTERS

         Certain legal  matters in connection  with the issuance of the has been
passed upon by our counsel,  Silverman  Sclar Shin & Byrne PLLC,  New York,  New
York.

                                     EXPERTS

The financial statements  incorporated by reference in this Prospectus have been
audited by BDO Seidman,  LLP, an independent  registered public accounting firm,
to the extent and for the periods set forth in their reports incorporated herein
by reference,  and are  incorporated  herein in reliance upon such reports given
upon the authority of said firm as experts in auditing and accounting.


                      INFORMATION INCORPORATED BY REFERENCE

         The SEC allows us to incorporate  by reference the  information we file
with it,  which  means  that we can  disclose  important  information  to you by
referring you to those documents. The information we incorporate by reference is
considered to be part of this  prospectus,  and  information  that we file later
with the SEC will  automatically  update  and  supersede  this  information.  We
incorporate by reference the documents  listed below and any future filings made
by us with the SEC under Sections  13(a),  13(c),  14 or 15(d) of the Securities
Exchange Act of 1934,  until the sale of all the shares of Common Stock that are
part of this offering.  The documents we are  incorporating  by reference are as
follows:

(a)  Our annual report on Form 10-K for our fiscal year ended December 31, 2004,
     SEC File No. 1-13441.

(b)  Our quarterly  report on Form 10-Q for the quarterly period ended March 31,
     2005, SEC File No. 1-13441.

(c)  Our proxy statement on schedule 14A for our 2005 annual  meeting,  SEC File
     No. 1-13441.

(d)  Our quarterly  report on Form 10-Q for the quarterly  period ended June 30,
     2005, SEC File No. 1-13441.

(e)  Our  current  report on Form 8-K filed on October  20,  2005,  SEC File No.
     1-13441.

(f)  Our current  report on Form 8-K/A filed on October 28,  2005,  SEC File No.
     1-13441.

(g)  Our quarterly  report on Form 10-Q for the quarterly period ended September
     30, 2005, SEC File No. 1-13441.

(h)  A description of our common stock contained in our  registration  statement
     on Form S-1, SEC File No.  33-93314,  and any amendment or report filed for
     the purpose of updating this  description  filed  subsequent to the date of
     this prospectus and prior to the termination of this offering.

         You should rely only on the  information  incorporated  by reference or
provided  in  this  registration  statement  or  any  supplement.  We  have  not
authorized  anyone else to provide you with  different  information.  We and the
selling stockholders will not make offers of these shares in any state where the
offer is not  permitted.  You  should not assume  that the  information  in this
registration  statement or any  supplement is accurate as of any date other than
the date on the front of those documents.


         Any statement  contained in a document or  incorporated or deemed to be
incorporated  by  reference  shall be deemed to be  modified or  superseded  for
purposes of this registration statement to the extent that a statement contained
herein or in any  subsequently  filed  document which also is or is deemed to be
incorporated by reference  herein  modifies or supersedes  such  statement.  Any
statement so modified or superseded  shall not be deemed,  except as so modified
or  superseded,  to  constitute  a part or  this  registrations  statement.  All
information in this  registration  statement is qualified in its entirety by the
information and financial statements (including the notes thereto).

You may request a copy of these  filings,  at no cost, by writing or telephoning
us at the following  address:  Hemispherx  Biopharma,  Inc., 1617 JFK Boulevard,
Suite 660, Philadelphia, PA, 19103, telephone no. (215) 988-0080.


                       WHERE YOU CAN FIND MORE INFORMATION

         We file annual,  quarterly and special  reports,  proxy  statements and
other information with the Securities and Exchange Commission.  You may read and
copy any document we file at the  Securities  and Exchange  Commission's  public
reference rooms at 450 Fifth Street, N.W.,  Washington,  D.C. 20549. Please call
the Securities and Exchange Commission at 1-800-SEC-0330 for further information
on the public  reference rooms.  Many of our Securities and Exchange  Commission
filings  are also  available  to the public  from the  Securities  and  Exchange
Commission's Website at "http://www.sec.gov."


                      DISCLOSURE OF COMMISSION POSITION ON
                 INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

         Our Amended and Restated  Certificate  of  Incorporation  state that we
shall  indemnify our directors and officers to the maximum  extent  permitted by
Delaware law.

         Insofar as indemnification for liabilities arising under the Securities
Act  may  be  permitted  to  directors,  officers  or  persons  controlling  the
registrant pursuant to the foregoing  provisions,  the Company has been informed
that  in  the  opinion  of  the   Securities   and  Exchange   Commission   such
indemnification  is  against  public  policy  as  expressed  in that  act and is
therefore unenforceable






<PAGE>


II-7



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3. Incorporation Of Documents By Reference.

         We  incorporate by reference the following  documents  listed below and
any future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934, prior to the termination of the offering:


     (a)  Our annual report on Form 10-K for our fiscal year ended  December 31,
          2004, SEC File No. 1-13441.

     (b)  Our quarterly report on Form 10-Q for the quarterly period ended March
          31, 2005, SEC File No. 1-13441.

     (c)  Our proxy statement on schedule 14A for our 2005 annual  meeting,  SEC
          File No. 1-13441.

     (d)  Our quarterly  report on Form 10-Q for the quarterly period ended June
          30, 2005, SEC File No. 1-13441.

     (e)  Our current report on Form 8-K filed on October 20, 2005, SEC File No.
          1-13441.

     (f)  Our current  report on Form 8-K/A filed on October 28, 2005,  SEC File
          No. 1-13441.

     (g)  Our  quarterly  report on Form  10-Q for the  quarterly  period  ended
          September 30, 2005, SEC File No. 1-13441

     (h)  A  description  of our  common  stock  contained  in our  registration
          statement on Form S-1,  SEC File No.  33-93314,  and any  amendment or
          report  filed for the  purpose  of  updating  this  description  filed
          subsequent to the date of this prospectus and prior to the termination
          of this offering.

         All  documents  filed by the  Registrant  pursuant to  Sections  13(a),
13(c),  14 and 15(d) of the  Securities  Exchange  Act of 1934 after the date of
this  registration  statement  and  prior  to  the  filing  of a  post-effective
amendment to this  registration  statement,  which indicates that all securities
offered  hereunder have been sold, or which  de-registers  all  securities  then
remaining  unsold  under  this  registration  statement,  shall be  deemed to be
incorporated by reference in this registration statement and to be a part hereof
from the date of filing of such documents.

         Any statement  contained in a document or  incorporated or deemed to be
incorporated  by  reference  shall be deemed to be  modified or  superseded  for
purposes of this registration statement to the extent that a statement contained
herein or in any  subsequently  filed  document which also is or is deemed to be
incorporated by reference  herein  modifies or supersedes  such  statement.  Any
statement so modified or superseded  shall not be deemed,  except as so modified
or  superseded,  to  constitute  a part or  this  registrations  statement.  All
information in this  registration  statement is qualified in its entirety by the
information and financial statements (including the notes thereto).

Item 4. Description of Securities

Not Applicable.


Item 5. Interests of named experts and counsel.

Not Applicable.

Item 6. Indemnification of directors and officers.

The Registrant's Amended and Restated Certificate of Incorporation provides that
the  Registrant  shall  indemnify  to the extent  permitted  by Delaware law any
person  whom  it  may  indemnify  thereunder,   including  directors,  officers,
employees  and agents of the  Registrant.  Such  indemnification  (other than an
order by a court) shall be made by the Registrant only upon a determination that
indemnification  is proper in the  circumstances  because the individual met the
applicable  standard of conduct.  Advances for such  indemnification may be made
pending such determination.  In addition,  the Registrant's Amended and Restated
Certificate of  Incorporation  eliminates,  to the extent  permitted by Delaware
law, personal  liability of directors to the Registrant and its stockholders for
monetary damages for breach of fiduciary duty as directors.

 The Registrant's  authority to indemnify its directors and officers is governed
by the  provisions of Section 145 of the Delaware  General  Corporation  Law, as
follows:

     (a)  A corporation  shall have the power to indemnify any person who was or
          is a party  or is  threatened  to be made a party  to any  threatened,
          pending  or  completed  action,  suit or  proceeding,  whether  civil,
          criminal,  administrative or investigative (other than action by or in
          the right of the  corporation) by reason of the fact that he is or was
          a director,  officer,  employee or agent of the corporation,  or is or
          was serving at the request of the corporation as a director,  officer,
          employee or agent of another corporation,  partnership, joint venture,
          trust or other  enterprise,  against  expenses  (including  attorneys'
          fees),  judgments,  fines and amounts paid in settlement  actually and
          reasonably incurred by the person in connection with such action, suit
          or  proceeding if he acted in good faith and in a manner he reasonably
          believed  to be in or  not  opposed  to  the  best  interests  of  the
          corporation,  and, with respect to any criminal  action or proceeding,
          had no  reasonable  cause to believe  his conduct  was  unlawful.  The
          termination  of any action,  suit or  proceeding  by judgment,  order,
          settlement,  conviction,  or  upon a plea of  nolo  contendere  or its
          equivalent, shall not, of itself, create a presumption that the person
          did not act in good faith and in a manner which he reasonably believed
          to be in or not opposed to the best interests of the corporation, and,
          with  respect to any criminal  action or  proceeding,  had  reasonable
          cause to believe that the person's conduct was unlawful.

     (b)  A corporation  shall have the power to indemnify any person who was or
          is a party  or is  threatened  to be made a party  to any  threatened,
          pending  or  completed  action  or  suit  by or in  the  right  of the
          corporation  to procure a judgment  in its favor by reason of the fact
          that  he is or was a  director,  officer,  employee  or  agent  of the
          corporation, or is or was serving at the request of the corporation as
          a  director,  officer,  employee  or  agent  of  another  corporation,
          partnership, joint venture, trust or other enterprise against expenses
          (including  attorneys'  fees) actually and reasonably  incurred by the
          person in connection  with the defense or settlement of such action or
          suit if he acted in good faith and in a manner he reasonably  believed
          to be in or not opposed to the best interests of the  corporation  and
          except that no indemnification  shall be made in respect of any claim,
          issue or matter as to which such person shall have been adjudged to be
          liable to the corporation unless and only to the extent that the Court
          of  Chancery  or the court in which  such  action or suit was  brought
          shall determine upon  application  that,  despite the  adjudication of
          liability  but in view  of all the  circumstances  of the  case,  such
          person  is  fairly  and  reasonably  entitled  to  indemnity  for such
          expenses  which the Court of  Chancery  or such other court shall deem
          proper.

     (c)  To the  extent  that a present  or former  director  or  officer  of a
          corporation  has been successful on the merits or otherwise in defense
          of any action,  suit or proceeding  referred to in subsections (a) and
          (b) of this  section,  or in  defense  of any  claim,  issue or matter
          therein,  such person shall be indemnified against expenses (including
          attorneys'  fees) actually and  reasonably  incurred by such person in
          connection therewith.

     (d)  Any  indemnification  under  subsections  (a) and (b) of this  section
          (unless ordered by a court) shall be made by the  corporation  only as
          authorized   in  the   specific   case  upon  a   determination   that
          indemnification of the present or former director,  officer,  employee
          or  agent  is  proper  in the  circumstances  because  he has  met the
          applicable standard of conduct set forth in subsections (a) and (b) of
          this  section.  Such  determination  shall be made,  with respect to a
          person who is a director or officer at the time of such  determination
          (1) by a majority  vote of the  directors  who are not parties to such
          action, suit or proceeding,  even though less than a quorum, or (2) by
          a committee  of such  directors  designated  by majority  vote of such
          directors, even though less than a quorum, or (3) if there are no such
          directors,  or if such  directors  so  direct,  by  independent  legal
          counsel in a written opinion, or (4) by the stockholders.

     (e)  Expenses  (including  attorneys'  fees)  incurred  by  an  officer  or
          director in defending a civil or criminal  action,  suit or proceeding
          may be paid by the corporation in advance of the final  disposition or
          such action,  suit or proceeding  upon receipt of an undertaking by or
          on behalf of such director or officer to repay such amount if it shall
          ultimately  be  determined  that  such  person is not  entitled  to be
          indemnified  by the  corporation  as authorized in this section.  Such
          expenses incurred by former directors and officers and other employees
          and agents may be so paid upon such terms and  conditions,  if any, as
          the corporation deems appropriate.

     (f)  The  indemnification  and  advancement  of  expenses  provided  by, or
          granted  pursuant to, the other  subsections of this section shall not
          be  deemed  exclusive  of any  other  rights  to which  those  seeking
          indemnification  or  advancement of expenses may be entitled under any
          by,  agreement,  vote of  stockholders or  disinterested  directors or
          otherwise, both as to action in such person's official capacity and as
          to action in another capacity while holding such office.

     (g)  A corporation  shall have power to purchase and maintain  insurance on
          behalf of any person who is or was a  director,  officer,  employee or
          agent of the  corporation,  or is or was serving at the request of the
          corporation  as a  director,  officer,  employee  or agent of  another
          corporation,  partnership,  joint venture,  trust or other  enterprise
          against any  liability  asserted  against  such person and incurred by
          such  person in any such  capacity,  or  arising  out of his status as
          such, whether or not the corporation would have the power to indemnify
          such person against such liability under this section.

     (h)  For purposes of this section,  references to the  "corporation"  shall
          include,  in addition to the resulting  corporation,  any  constituent
          corporation (including any constituent of a constituent) absorbed in a
          consolidation   or  merger  which,  if  its  separate   existence  had
          continued,  would have had the power and  authority to  indemnify  its
          directors,  officers,  and employees or agents, so that any person who
          is or was a director,  officer,  employee or agent of such constituent
          corporation,  or is or was serving at the request of such  constituent
          corporation  as a  director,  officer,  employee  or agent of  another
          corporation,  partnership,  joint venture,  trust or other enterprise,
          shall stand in the same  position  under this  section with respect to
          the resulting or surviving  corporation as such person would have with
          respect to such constituent  corporation if its separate existence had
          continued.

     (i)  For purposes of this section,  references to "other enterprises" shall
          include  employee  benefit plans,  references to "fines" shall include
          any excise  taxes  assessed on a person with  respect to any  employee
          benefit  plan,  and  references  to  "serving  at the  request  of the
          corporation"  shall  include  any  service  as  a  director,  officer,
          employee,  or agent with respect to any  employee  benefit  plan,  its
          participants  or  beneficiaries,  and a person who acted in good faith
          and in a manner such person reasonably  believed to be in the interest
          of the  participants  and  beneficiaries  of any employee benefit plan
          shall be deemed to have  acted in a manner  "not  opposed  to the best
          interests of the corporation" as referred to in this section.

     (j)  The  indemnification  and  advancement  of  expenses  provided  by, or
          granted  pursuant to, this section shall,  unless  otherwise  provided
          when authorized or ratified, continue as to a person who has ceased to
          be a  director,  officer,  employee  or agent and  shall  inure to the
          benefit of the heirs, executors and administrators of such a person.

     (k)  The Court of Chancery is hereby vested with exclusive  jurisdiction to
          hear  and  determine  all  actions  for  advancement  of  expenses  or
          indemnification  brought  under  this  section,  or under  any  bylaw,
          agreement,   vote  of  stockholders  or  disinterested  directors,  or
          otherwise.   The  Court  of  Chancery   may   summarily   determine  a
          corporation's  obligation to advance  expenses  (including  attorneys'
          fees).

Item 7.            Exemption from Registration Claimed

Not applicable.

Item 8.           Exhibits

     4.1  Form  of  Warrant  issued  pursuant  to the  Officers,  Directors  and
          Employees Stock Compensation Program - 1996

     4.2  Form  of  Warrant  issued  pursuant  to the  Officers,  Directors  and
          Employees Stock Compensation Program - 1998

     4.3  Form  of  Warrant  issued  pursuant  to the  Officers,  Directors  and
          Employees Stock Compensation Program - 2001

     4.4  Form  of  Warrant  issued  pursuant  to the  Officers,  Directors  and
          Employees Stock Compensation Program -2002

     4.5  Form  of  Warrant  issued  pursuant  to the  Officers,  Directors  and
          Employees Stock Compensation Program - 2003

     5.1  Opinion of Silverman Sclar Shin & Byrne PLLC

     23.1 Consent of Silverman Sclar Shin & Byrne PLLC (included in Exhibit 5.1)

     23.2 Consent of BDO Seidman, LLP

     24   Powers of Attorney (included on the signature page of the Registration
          Statement).

Item 9.           Undertakings

A.         The undersigned registrant hereby undertakes:

(1) To file,  during  any  period in which  offers or sales  are being  made,  a
post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act
of 1933;

(ii) To  reflect  in the  prospectus  any  facts or  events  arising  after  the
effective date of the registration  statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental  change in the information set forth in the registration  statement.
Notwithstanding the foregoing,  any increase or decrease in volume of securities
offered (if the total dollar value of  securities  offered would not exceed that
which  was  registered)  and any  deviation  from  the  low or  high  end of the
estimated  maximum  offering  range may be reflected  in the form of  prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume  and price  represent  no more than 20  percent  change in the
maximum  aggregate  offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;

(iii)  To  include  any  material  information  with  respect  to  the  plan  of
distribution  not  previously  disclosed  in the  registration  statement or any
material change to such information in the registration statement;

provided, however, that paragraphs (1)(i) and (1)(ii) herein do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is contained in periodic  reports filed with or furnished to the SEC
by the  Registrant  pursuant  to Section 13 or Section  15(d) of the  Securities
Exchange Act of 1934 that are  incorporated  by  reference in this  registration
statement

(2) That, for the purpose of determining  any liability under the Securities Act
of  1933,  each  such  post-effective   amendment  shall  deemed  to  be  a  new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.


(3) To remove from  registration by means of a  post-effective  amendment any of
the securities  being  registered  which remain unsold at the termination of the
offering.

B.  The  undersigned   registrant   hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act of 1934 (and, where applicable,  each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the  registration  statement shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

C. Insofar as indemnification  for liabilities  arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
registrant pursuant to the foregoing provisions or otherwise, the registrant has
been advised that in the opinion of the Securities and Exchange  Commission such
indemnification  is against  public policy as expressed in the Securities Act of
1933  and  is   therefore   unenforceable.   In  the  event  that  a  claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act of 1933, and will be governed by the final adjudication of such issue.




<PAGE>







                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the city of Philadelphia, state of Pennsylvania, on this 17 day
of November 2005.


                                          Hemispherx Biopharma, Inc.


                                     By: /s/ William A Carter
                                         ------------------------------------
                                          William A. Carter, M.D.,  President,
                                          Chief Executive Officer and Chairman
                                          of the Board



<PAGE>


                                POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below constitutes and appoints William A. Carter, acting alone, his true
and lawful  attorney-in-fact  and agent,  with full  power of  substitution  and
resubstitution,  for such  person in his name,  place and stead,  in any and all
capacities,  in connection with the Registrant's  Registration Statement on Form
S-8 under the Securities Act of 1933, including, without limiting the generality
of the foregoing,  to sign the Registration  Statement in the name and on behalf
of the  Registrant or on behalf of the  undersigned  as a director or officer of
the  Registrant,  and any and all amendments or supplements to the  Registration
Statement,  including any and all stickers and post-effective  amendments to the
Registration  Statement,  and to file the same, with all exhibits  thereto,  and
other  documents  in  connection  therewith,  with the  Securities  and Exchange
Commission and any applicable securities exchange or securities  self-regulatory
body,  granting unto said  attorney-in-fact  and agents, each acting alone, full
power and authority to do and perform each and every act and thing requisite and
necessary  to be done in and about the  premises,  as fully to all  intents  and
purposes as he might or could do in person,  hereby ratifying and confirming all
that said attorneys-in-fact and agents, or their substitutes or substitute,  may
lawfully do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

                              Signature Title Date


/s/ William A. Carter               President, Chairman       November 17, 2005
------------------------------------and Chief Executive Officer
William A. Carter

/s/ Robert E. Peterson              Chief Financial Officer   November 17, 2005
-----------------------------------
Robert E. Peterson

/s/ Ransom Etheridge                Director                  November 17, 2005
-----------------------------------
Ransom Etheridge

/s/ William M. Mitchell             Director                  November __, 2005
----------------------------------
William M. Mitchell, M.D., Ph.D.

/s/ Richard Piani                   Director                  November 17, 2005
-----------------------------------
Richard Piani

/s/ Iraj-Eqhbal Kiani               Director                  November 17, 2005
-----------------------------------
Iraj-Eqhbal Kiani

/s/ Steven D. Spence                Director                  November 17, 2005
-----------------------------------
Steven D. Spence

<PAGE>



                                Index to Exhibits

     4.1  Form  of  Warrant  issued  pursuant  to the  Officers,  Directors  and
          Employees Stock Compensation Program - 1996

     4.2  Form  of  Warrant  issued  pursuant  to the  Officers,  Directors  and
          Employees Stock Compensation Program - 1998

     4.3  Form  of  Warrant  issued  pursuant  to the  Officers,  Directors  and
          Employees Stock Compensation Program - 2001

     4.4  Form  of  Warrant  issued  pursuant  to the  Officers,  Directors  and
          Employees Stock Compensation Program -2002

     4.5  Form of Warrant  issued  pursuant to the Officers,  Directors and
          Employees Stock Compensation Program - 2003

     5.1  Opinion of Silverman Sclar Shin & Byrne PLLC.

     23.1 Consent of Silverman Sclar Shin & Byrne PLLC (included in Exhibit
               5.1)

     23.2 Consent of BDO Seidman, LLP
[{"type": "S-8", "sequence": "1", "filename": "rs8_1105.txt", "secsgml_size_bytes": 124490}]
{"company-data": {"conformed-name": "HEMISPHERX BIOPHARMA INC", "cik": "0000946644", "assigned-sic": "2836", "irs-number": "520845822", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-129811", "film-number": "051214851"}, "business-address": {"street1": "1617 JFK BLVD #660", "street2": "ONE PENN CENTER", "city": "PHILADELPHIA", "state": "PA", "zip": "19104", "phone": "2159880080"}, "mail-address": {"street1": "1617 JFK BLVD", "street2": "ONE PENN CENTER", "city": "PHILADELPHIA", "state": "PA", "zip": "19103"}}
As filed with the Securities and Exchange Commission on November 18, 2005

                                                           Registration No.333-
                                                           ---------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        Under the Securities Act of 1933

                           HEMISPHERX BIOPHARMA, INC.
             (Exact name of registrant as specified in its charter)

                  Delaware                             52-0845822
        (State or other jurisdiction of    (I.R.S. Employer Identification No.)
        incorporation or organization)
                               1617 JFK Boulevard
                             Philadelphia, PA 19103
                                 (215) 988-0080
         (Address of Registrant's Principal Executive Office)(Zip Code)

      OFFICERS, DIRECTORS, AND EMPLOYEES STOCK COMPENSATION PROGRAM - 1996
      OFFICERS, DIRECTORS AND EMPLOYEES STOCK COMPENSATION PROGRAM - 1998;
      OFFICERS, DIRECTORS AND EMPLOYEES STOCK COMPENSATION PROGRAM -2001;
      OFFICERS, DIRECTORS AND EMPLOYEES STOCK COMPENSATION PROGRAM - 2002;
       OFFICERS,DIRECTORS AND EMPLOYEES STOCK COMPENSATION PROGRAM - 2003

                            (full title of the plan)

                          William A. Carter, M.D., CEO
                           Hemispherx Biopharma, Inc.
                          1617 JFK Boulevard, Suite 660
                             Philadelphia, PA 19103
                                 (215) 988-0080
  (Name, Address & Telephone number, including area code, of agent for service)

                                   Copies to:
                              Richard Feiner, Esq.
                        Silverman Sclar Shin & Byrne PLLC
                       381 Park Avenue South - Suite 1601
                            New York, New York 10016
                                 (212) 779-8600
                               Fax (212) 779-8858
CALCULATION OF REGISTRATION FEE
======================================================================================================================

                                                                   Proposed        Proposed
        Title of Securities                                         Maximum         Maximum
          to be Registered                                      Offering Price     Aggregate          Amount of
                                     Amount to be Registered(1)  Per Share(2)   Offering Price    Registration Fee
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------

Shares of Common Stock, $.001 par
value, issuable upon exercise of
options/warrants   .................         5,578,650               $3.28        $18,297,972         $2,153.67
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------

Total Registration Fee..............                                                                  $2,153.67
======================================================================================================================
(1) Pursuant to Rule 416(c) under the Securities Act of 1933, this  registration
statement also covers an indeterminate amount of interests to be offered or sold
pursuant to the Plans described in this registration statement.

(2) Pursuant to Rule 457(h)(1)  under the Securities Act of 1933,  calculated on
the basis of the average of the weighted  average  exercise price of outstanding
options/warrants to purchase shares of common stock under the Plans.

Pursuant  to Rule  429  under  the  Securities  Act of  1933,  as  amended,  the
prospectus included in this Registration Statement also relates to the remaining
unsold shares which were  previously  registered  by the  Registrant on Form S-8
under Registration Statement Nos. 333-57134 and 333-118903.

         EXPLANATORY NOTE

         We  prepared  this  registration   statement  in  accordance  with  the
requirements  of Form S-8 under  the  Securities  Act of 1933,  as  amended,  to
register an aggregate of 5,578,650  shares of our common stock,  $.001 par value
per share, to be issued  pursuant to the Officers,  Directors and Employee Stock
Compensation  Programs set forth below.  Each Plan consists of  options/warrants
issued  to  officers,  directors,  employees  and  consultants  by our  Board of
Directors in the years indicated.

o        Officers, Directors and Employees Stock Compensation Program - 1996
o        Officers, Directors and Employees Stock Compensation Program - 1998
o        Officers, Directors and Employees Stock Compensation Program - 2001
o        Officers, Directors and Employees Stock Compensation Program - 2002
o        Officers, Directors and Employees Stock Compensation Program - 2003

         The foregoing plans,  along with the 1990 Stock Option Plan (registered
on Form  S-8  Registration  Statement  No.  333-57134)  and the  2003  Directors
Compensation  Plan  and  2004  Equity  Incentive  Plan  (registered  on Form S-8
Registration Statement No. 333-118903)
are collectively referred to herein as the "Plans."

         Under  cover of this Form S-8 is our  reoffer  prospectus,  prepared in
accordance  with Part I of Form S-3 under the  Securities  Act of 1933 Act. This
reoffer  prospectus has been prepared  pursuant to Instruction C of Form S-8, in
accordance  with  the  requirements  of Part I of Form  S-3.  It may be used for
reoffers and resales of shares of Common Stock  acquired  upon  exercised  stock
options/warrants   under  the  Plans  prior  to  the  initial   filing  of  this
registration statement or who may be deemed to be our "affiliates" (as such term
is defined in Rule 405 Securities Act).
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         We will provide the documents containing  information specified in Part
I of Form  S-8 to each  employee  as  specified  by Rule  428(b)(1).  We are not
required to file such  documents  with the  Securities  and Exchange  Commission
either as part of this  registration  statement or as prospectuses or prospectus
supplements pursuant to Rule 424. These documents and the documents incorporated
by reference in this registration statement pursuant to Item 3 of Part 2 of this
form taken  together  constitute a  prospectus  that meets the  requirements  of
Section 10(a) of the Securities Act of 1933.

         We file annual,  quarterly and special  reports,  proxy  statements and
other information with the Securities and Exchange Commission.  You may read and
copy  any  document  we  file  at the  Commissions  public  reference  rooms  in
Washington, D.C., New York, N.Y., and Chicago, IL. Please call the Commission at
1-800-SEC-0330  for  further  information  on the public  reference  rooms.  Our
Commission  filings are also available to the public from the  Commission's  web
site  at  http://www.sec.gov.  The  Commission  allows  us  to  "incorporate  by
reference" information into this registration statement, which means that we can
disclose important information to you by referring you to another document filed
separately  with the Commission.  The  information  incorporated by reference is
considered to be part of this registration statement, and later information that
we  file  with  the  Commission  will  automatically  update  this  registration
statement.
REOFFER PROSPECTUS

                                7,771,524 SHARES
                           HEMISPHERX BIOPHARMA, INC.
                         Common Stock ($.001 par value)

         This  prospectus  relates to the reoffer and resale by certain  selling
stockholders of shares (the "Shares") of our Common Stock that: (i) are issuable
upon  exercise  of  options/warrants  that have been issued by us to the selling
stockholders   pursuant  to  our  Officers,   Directors   and  Employees   Stock
Compensation  Programs  and our 2004  Equity  Incentive  Plan and (ii) have been
issued  to  certain  selling   stockholders   pursuant  to  our  2003  Directors
Compensation  Plan. The shares are being reoffered and resold for the account of
the selling  stockholders  and we will not receive any of the proceeds  from the
resale of the Shares.

         The  selling  stockholders  have  advised  us that the  resale of their
Shares  may be  effected  from time to time in one or more  transactions  on the
American Stock  Exchantge,  in negotiated  transactions or otherwise,  at market
prices prevailing at the time of the sale or at prices otherwise negotiated. See
"Plan  of  Distribution."  We will  bear all  expenses  in  connection  with the
preparation of this prospectus.

Our common stock is currently  traded on the American  Stock  Exchange under the
symbol  "HEB" The closing  price of our common stock as reported on the American
Stock Exchange on November 15, 2005, was $2.76 per share.
-----------------------------------------

         THE  SHARES OF  COMMON  STOCK  OFFERED  PURSUANT  TO THIS  REGISTRATION
STATEMENT  INVOLVE A HIGH DEGREE OF RISK.  PLEASE SEE THE RISK FACTORS BEGINNING
ON PAGE 1 TO READ ABOUT CERTAIN FACTORS YOU SHOULD CONSIDER BEFORE BUYING SHARES
OF OUR COMMON STOCK.
                    -----------------------------------------

         NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED  OF THESE  SECURITIES OR DETERMINED  THAT
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

                The date of this prospectus is November 18, 2005
Table of Contents

About This Prospectus                                               1

Risk Factors                                                        1

Information About Us                                               17

Use Of Proceeds                                                    19

Selling Stockholders                                               20

Plan Of Distribution                                               23

Legal Matters                                                      24

Experts                                                            24

Information Incorporation By Reference                             24

Where You Can Find More Information                                25

Disclosure Of Commission Position
On Indemnification
For Securities Act Liabilities                                     26
26
                              ABOUT THIS PROSPECTUS

         This  prospectus is part of a registration  statement we filed with the
SEC.  You  should  rely only on the  information  provided  or  incorporated  by
reference in this prospectus or any related  supplement.  We have not authorized
anyone else to provide you with different information.  The Selling Stockholders
will not make an offer of these  shares  in any  state  where  the  offer is not
permitted.  You should not assume that the information in this prospectus or any
supplement  is accurate as of any other date than the date on the front of those
documents.

                                  RISK FACTORS

                Special Note Regarding Forward-Looking Statements

         Certain  statements in this prospectus  constitute  "forwarding-looking
statements"  within the meaning of Section 27A of the Securities Act of 1933, as
amended,   and  Section  21E  of  the   Securities  and  Exchange  Act  of  1995
(collectively,  the "Reform Act").  Certain,  but not  necessarily  all, of such
forward-looking  statements  can be  identified  by the  use of  forward-looking
terminology  such  as  "believes,"   "expects,"   "may,"  "will,"  "should,"  or
"anticipates" or the negative thereof or other variations  thereon or comparable
terminology, or by discussions of strategy that involve risks and uncertainties.
All  statements  other than  statements  of  historical  fact,  included in this
prospectus  regarding our  financial  position,  business  strategy and plans or
objectives  for  future  operations  are  forward-looking  statements.   Without
limiting  the  broader  description  of  forward-looking  statements  above,  we
specifically  note that statements  regarding  potential drugs,  their potential
therapeutic  effect,  the  possibility  of obtaining  regulatory  approval,  our
ability to manufacture and sell any products,  market  acceptance or our ability
to earn a profit  from sales or licenses of any drugs or our ability to discover
new drugs in the future are all forward-looking in nature.

         Such  forward-looking  statements  involve  known  and  unknown  risks,
uncertainties and other factors,  including but not limited to, the risk factors
discussed below, which may cause the actual results, performance or achievements
of Hemispherx and its  subsidiaries  to be materially  different from any future
results,   performance   or   achievements   expressed   or   implied   by  such
forward-looking  statements and other factors referenced in this prospectus.  We
do not undertake and specifically decline any obligation to publicly release the
results of any revisions which may be made to any  forward-looking  statement to
reflect events or circumstances  after the date of such statements or to reflect
the occurrence of anticipated or unanticipated events.

The following cautionary  statements identify important factors that could cause
our  actual   result  to  differ   materially   from  those   projected  in  the
forward-looking  statements made in this prospectus.  Among the key factors that
have a direct bearing on our results of operations are:
No assurance of successful product development

         Ampligen(R)  and related  products.  The development of Ampligen(R) and
our  other  related  products  is  subject  to a number  of  significant  risks.
Ampligen(R) may be found to be ineffective or to have adverse side effects, fail
to receive  necessary  regulatory  clearances,  be difficult to manufacture on a
commercial   scale,   be   uneconomical   to   market  or  be   precluded   from
commercialization  by proprietary  right of third  parties.  Our products are in
various stages of clinical and  pre-clinical  development  and,  require further
clinical studies and appropriate  regulatory  approval processes before any such
products can be marketed. We do not know when, if ever, Ampligen(R) or our other
products will be generally  available for  commercial  sale for any  indication.
Generally,  only a  small  percentage  of  potential  therapeutic  products  are
eventually approved by the FDA for commercial sale.

         The clinical development of the experimental  therapeutic,  Ampligen(R)
for CFS was  initiated  approximately  16  years  ago.  To date  federal  health
agencies  have yet to reach a  consensus  regarding  various  aspects of ME/CFS,
including  parameters of "promising  therapies"  for ME/CFS and which aspects of
ME/CFS are anticipated to be "serious or life-threatening".

         Over  its  developmental  history,  Ampligen(R)  has  received  various
designations,  including  Orphan Drug  Product  Certification  (FDA),  Emergency
(compassionate) Cost Recovery Sales Authorization (FDA) and "promising" clinical
outcome  recognition based on the evaluation of certain summary clinical reports
(AHRQ, Agency Health Research Quality).  However to date, the FDA has determined
it has yet to  receive  sufficient  information  to  support  the  potential  of
Ampligen(R)  to treat a  serious  or life  threatening  aspect  of  ME/CFS.  The
definition  of the  "seriousness  of a  condition",  according  to Guidance  for
Industry  documents  published  in July,  2004 is "a  matter  of  judgment,  but
generally  based  on  its  impact  on  such  factors  as  survival,   day-to-day
functioning,  or the  likelihood  that  the  disease,  if left  untreated,  will
progress  from a less  severe  condition  to a more  serious  one".  The FDA has
recently  requested  a  "complete  and  audited  report  of the Amp 516 study to
determine whether  Ampligen(R) has a clinically  meaningful benefit on a serious
or life  threatening  aspect of ME/CFS in order to evaluate  whether the Amp 516
study results do or do not support a "fast track designation".  The FDA has also
invited us to include a schedule for completion of all ME/CFS studies as well as
a proposed  schedule  for our NDA  submission.  Because  we  believe  our ME/CFS
studies are complete, we intend to request a pre-NDA meeting to obtain advice on
preparing  and  submitting  our NDA. At the same time we will  continue with our
existing ongoing efforts to prepare a complete and audited report of our various
studies,  including  the  well-controlled  Amp 516 study.  We are using our best
efforts to complete the requisite  reports including the hiring of new staff and
various  recognized expert  medical/regulatory  consultants,  but can provide no
assurance  as to whether  the outcome of this large data  collection  and filing
process  (approximately  750  patients,  treated more than 45,000 times) will be
favorable or unfavorable,  specifically  with respect to the FDA's  perspective.
Also,  we can  provide  no  guidance  as to the  tentative  date  at  which  the
compilation and filing of such data will be complete, as significant factors are
outside our control including,  without limitation,  the ability and willingness
of the independent  clinical  investigators to complete the requisite reports at
an acceptable  regulatory  standard,  the ability to collect overseas  generated
data, and the ability of  Hollister-Stier  facilities(or  the facilities of such
other  manufacturer  as we may  retain  in the  event  that  we do not  come  to
definitive terms with  Hollister-Stier)  to interface with our own New Brunswick
staff/facilities to meet the manufacturing regulatory standards.

         ALFERON N Injection(R). Although ALFERON N Injection(R) is approved for
marketing in the United States for the intralesional  treatment of refractory or
recurring  external  genital warts in patients 18 years of age or older; to date
it has not been  approved  for  other  indications.  We face  many of the  risks
discussed  above,  with regard to developing this product for use to treat other
ailments such as multiple sclerosis and cancer.

Our drug and related  technologies are investigational and subject to regulatory
approval. If we are unable to obtain regulatory approval, our operations will be
significantly affected.

         All of our drugs and  associated  technologies,  other  than  ALFERON N
Injection(R),  are investigational and must receive prior regulatory approval by
appropriate  regulatory  authorities  for general use and are currently  legally
available only through  clinical  trials with specified  disorders.  At present,
ALFERON N  Injection(R)  is only  approved  for the  intralesional  treatment of
refractory  or recurring  external  genital warts in patients 18 years of age or
older.  Use of  ALFERON  N  Injection(R)  for  other  indications  will  require
regulatory approval. In this regard, ISI, the company from which we obtained our
rights to ALFERON N  Injection(R),  conducted  clinical trials related to use of
ALFERON N Injection(R)  for treatment of HIV and Hepatitis C. In both instances,
the FDA  determined  that  additional  studies were  necessary in order to fully
evaluate  the  efficacy of ALFERON N  Injection(R)  in the  treatment of HIV and
Hepatitis C diseases.  We have no immediate  plans to conduct  these  additional
studies at this time.

         Our  products,   including   Ampligen(R),   are  subject  to  extensive
regulation by numerous governmental authorities in the U.S. and other countries,
including, but not limited to, the FDA in the U.S., the Health Protection Branch
("HPB") of  Canada,  and the Agency for the  Evaluation  of  Medicinal  Products
("EMEA") in Europe.  Obtaining  regulatory  approvals  is a rigorous and lengthy
process and requires  the  expenditure  of  substantial  resources.  In order to
obtain  final  regulatory  approval of a new drug,  we must  demonstrate  to the
satisfaction of the regulatory agency that the product is safe and effective for
its intended  uses and that we are capable of  manufacturing  the product to the
applicable  regulatory  standards.  We require  regulatory  approval in order to
market Ampligen(R) or any other proposed product and receive product revenues or
royalties. We cannot assure you that Ampligen(R) will ultimately be demonstrated
to be safe or efficacious.  In addition, while Ampligen(R) is authorized for use
in clinical  trials in the United States,  we cannot assure you that  additional
clinical  trial  approvals  will be  authorized in the United States or in other
countries,  in a  timely  fashion  or at all,  or that  we will  complete  these
clinical  trials.  If  Ampligen(R) or one of our other products does not receive
regulatory approval in the U.S. or elsewhere, our operations most likely will be
materially adversely affected.

Although  preliminary in vitro testing  indicates that Ampligen(R)  enhances the
effectiveness  of different drug  combinations on avian  influenza,  preliminary
testing in the laboratory is not necessarily predictive of successful results in
clinical testing or human treatment.

         Ampligen(R) is undergoing  pre-clinical  testing for possible treatment
of avian flu.  Although  preliminary in vitro testing indicates that Ampligen(R)
enhances  the  effectiveness  of  different  drug  combinations  on  avian  flu,
preliminary  testing  in  the  laboratory  is  not  necessarily   predictive  of
successful  results in clinical testing or human treatment.  No assurance can be
given  that  similar  results  will  be  observed  in  clinical  trials.  Use of
Ampligen(R)  in the treatment of Avian flu requires prior  regulatory  approval.
Only the FDA can  determine  whether a drug is safe,  effective or promising for
treating  a  specific  application.  As  discussed  in the  prior  risk  factor,
obtaining regulatory approvals is a rigorous and lengthy process.

         In  addition,  Ampligen(R)  is being tested on one strain of avian flu.
There are a number of strains and strains mutate. No assurance can be given that
a Ampligen(R) will be effective on any strains that might infect humans.

We may  continue to incur  substantial  losses and our future  profitability  is
uncertain.

         We began  operations  in 1966 and last  reported  net profit  from 1985
through 1987. Since 1987, we have incurred  substantial  operating losses, as we
pursued our clinical  trial  effort and  expanded  our efforts in Europe.  As of
September 30, 2005 our accumulated  deficit was approximately  $147,741,000.  We
have not yet  generated  significant  revenues  from our  products and may incur
substantial  and increased  losses in the future.  We cannot assure that we will
ever achieve  significant  revenues from product sales or become profitable.  We
require, and will continue to require,  the commitment of substantial  resources
to develop our products.  We cannot assure that our product  development efforts
will be  successfully  completed or that required  regulatory  approvals will be
obtained or that any products will be manufactured and marketed successfully, or
be profitable.

We may require additional financing which may not be available.

         The  development  of  our  products  will  require  the  commitment  of
substantial  resources  to  conduct  the  time-consuming  research,  preclinical
development,  and clinical  trials that are  necessary  to bring  pharmaceutical
products to market. As of September 30, 2005, we had  approximately  $11,632,000
in cash and cash equivalents and short-term  investments.  These funds should be
sufficient to meet our operating cash requirements,  including debt service, for
the near term. However, we may need to raise additional funds through additional
equity  or debt  financing  or from  other  sources  in  order to  complete  the
necessary clinical trials and the regulatory  approval  processes  including the
commercializing of Ampligen(R) products. There can be no assurances that we will
raise adequate funds which may have a material  adverse effect on our ability to
develop  our  products.  Also,  we have the  ability  to  curtail  discretionary
spending,  including some research and  development  activities,  if required to
conserve cash.

Under the common stock purchase  agreement signed with Fusion Capital on July 8,
2005, we only have the right to receive $40,000 per trading day unless our stock
price equals or exceeds  $2.00,  in which case the daily amount may be increased
under certain  conditions as the price of our common stock increases (For a more
detailed description of the terms of this agreement,  see the agreement filed as
an  exhibit  to our  Current  Report on Form 8-K filed  with the SEC on July 11,
2005).  Fusion  Capital shall not have the right nor the  obligation to purchase
any shares of our common  stock on any trading days that the market price of our
common stock is less than $1.00. Since we initially registered 10,000,000 shares
purchasable by Fusion Capital  pursuant to the common stock purchase  agreement,
the selling price of our common stock to Fusion  Capital will have to average at
least $2.00 per share for us to receive the  maximum  proceeds of $20.0  million
without registering  additional shares of common stock. As of November 15, 2005,
we need an average  selling  price of $2.09 per share for the  remainder  of the
agreement to realize the $20,000,000 in proceeds. The closing price of our stock
was $2.76 on November 15, 2005.  Subject to approval by our board of  directors,
we have the right, but not the obligation,  to issue more than 10,000,000 shares
to Fusion Capital.  In the event we elect to issue more than 10,000,000  shares,
we will be required to file a new  registration  statement  and have it declared
effective by the Securities and Exchange Commission. In the event that we decide
to issue more than 10,113,278  (19.99% of our outstanding shares of common stock
as of the date of our agreement), we would first be required to seek stockholder
approval in order to be in compliance  with the American Stock  Exchange  Market
rules.

         The  extent to which we rely on Fusion  Capital  as a source of funding
will depend on a number of factors including, the prevailing market price of our
common stock and the extent to which we are able to secure working  capital from
other  sources.  Specifically,  Fusion  Capital shall not have the right nor the
obligation  to purchase  any shares of our common stock on any trading days that
the market price of our common stock is less than $1.00. If obtaining sufficient
financing  from  Fusion  Capital  were to  prove  unavailable  or  prohibitively
dilutive  and if we are  unable to  commercialize  and sell  Ampligen(R)  and/or
increase sales of ALFERON N Injection(R) or our other products,  we will need to
secure another source of funding in order to satisfy our working  capital needs.
Even if we are able to access the full  $20.0  million  under the  common  stock
purchase agreement with Fusion Capital,  we may still need additional capital to
fully  implement  our  business,  operating and  development  plans.  Should the
financing  we require to sustain our working  capital  needs be  unavailable  or
prohibitively  expensive when we require it, the  consequences  would materially
adversely  affect our  business,  operating  results,  financial  condition  and
prospects.

We may not be  profitable  unless we can  protect  our  patents  and/or  receive
approval for additional pending patents.

         We need to preserve and acquire enforceable patents covering the use of
Ampligen(R) for a particular disease in order to obtain exclusive rights for the
commercial  sale of  Ampligen(R)  for such  disease.  We obtained  all rights to
ALFERON N Injection(R),  and we plan to preserve and acquire enforceable patents
covering its use for existing and potentially new diseases. Our success depends,
in large part, on our ability to preserve and obtain patent  protection  for our
products and to obtain and preserve our trade secrets and expertise.  Certain of
our know-how and technology is not patentable,  particularly  the procedures for
the  manufacture of our drug product which are carried out according to standard
operating procedure manuals. We have been issued certain patents including those
on the use of Ampligen(R)  and  Ampligen(R)  in  combination  with certain other
drugs for the  treatment of HIV. We also have been issued  patents on the use of
Ampligen(R) in combination with certain other drugs for the treatment of chronic
Hepatitis  B virus,  chronic  Hepatitis  C virus,  and a  patent  which  affords
protection on the use of Ampligen(R) in patients with Chronic Fatigue  Syndrome.
We have not yet been  issued any  patents  in the  United  States for the use of
Ampligen(R) as a sole treatment for any of the cancers,  which we have sought to
target.  With regard to ALFERON N  Injection(R),  we have  acquired from ISI its
patents  for natural  alpha  interferon  produced  from human  peripheral  blood
leukocytes and its  production  process.  We cannot assure that our  competitors
will not seek and  obtain  patents  regarding  the use of  similar  products  in
combination with various other agents,  for a particular target indication prior
to our doing such.  If we cannot  protect our  patents  covering  the use of our
products for a particular  disease,  or obtain additional patents, we may not be
able to successfully market our products.

The  patent  position  of  biotechnology  and  pharmaceutical  firms  is  highly
uncertain and involves complex legal and factual questions.

         To date,  no  consistent  policy has emerged  regarding  the breadth of
protection afforded by pharmaceutical and biotechnology patents. There can be no
assurance  that new patent  applications  relating to our products or technology
will result in patents being issued or that, if issued, such patents will afford
meaningful  protection  against  competitors  with  similar  technology.  It  is
generally  anticipated that there may be significant  litigation in the industry
regarding patent and intellectual property rights. Such litigation could require
substantial  resources  from  us and we may not  have  the  financial  resources
necessary to enforce the patent  rights that we hold.  No assurance  can be made
that our patents will provide  competitive  advantages  for our products or will
not be successfully  challenged by  competitors.  No assurance can be given that
patents do not exist or could not be filed which would have a materially adverse
effect on our ability to develop or market our products or to obtain or maintain
any competitive  position that we may achieve with respect to our products.  Our
patents also may not prevent others from developing  competitive  products using
related technology.
There can be no assurance that we will be able to obtain  necessary  licenses if
we cannot enforce  patent rights we may hold. In addition,  the failure of third
parties from whom we currently license certain  proprietary  information or from
whom we may be  required to obtain such  licenses in the future,  to  adequately
enforce their rights to such proprietary information, could adversely affect the
value of such licenses to us.

If we cannot  enforce the patent rights we currently  hold we may be required to
obtain  licenses  from others to develop,  manufacture  or market our  products.
There can be no assurance  that we would be able to obtain any such  licenses on
commercially   reasonable  terms,  if  at  all.  We  currently  license  certain
proprietary  information  from  third  parties,  some of  which  may  have  been
developed  with  government  grants  under  circumstances  where the  government
maintained certain rights with respect to the proprietary information developed.
No assurances can be given that such third parties will  adequately  enforce any
rights they may have or that the rights, if any, retained by the government will
not adversely affect the value of our license.

There is no guarantee  that our trade  secrets will not be disclosed or known by
our competitors.

         To protect our rights,  we require certain employees and consultants to
enter into  confidentiality  agreements  with us. There can be no assurance that
these  agreements  will  not be  breached,  that  we  would  have  adequate  and
enforceable  remedies for any breach, or that any trade secrets of ours will not
otherwise become known or be independently developed by competitors.

If our distributors do not market our products successfully, we may not generate
significant revenues or become profitable.

         We have limited marketing and sales  capability.  We are dependent upon
existing and, possibly future, marketing agreements and third party distribution
agreements for our products in order to generate significant revenues and become
profitable.  As a result,  any revenues  received by us will be dependent on the
efforts of third  parties,  and there is no assurance that these efforts will be
successful.  Our  agreement  with Accredo  offers the  potential to provide some
marketing and  distribution  capacity in the United States while agreements with
Bioclones (Proprietary), Ltd ("Bioclones"), Biovail Corporation and Laboratorios
Del Dr. Esteve S.A. may provide a sales force in South America,  Africa,  United
Kingdom,  Australia and New Zealand, Canada, Spain and Portugal. On December 27,
2004, we initiated a lawsuit in Federal Court identifying a conspiratorial group
seeking to illegally  manipulate  our stock for  purposes of bringing  about the
hostile takeover of Hemispherx. This conspiratorial group includes Bioclones and
the potential legal action may adversely effect our agreement with Bioclones and
the potential for marketing and distribution capacity in South America,  Africa,
United Kingdom, Australia and New Zealand.

         We cannot assure that our domestic or foreign  marketing  partners will
be able to  successfully  distribute  our  products,  or that we will be able to
establish  future  marketing  or third party  distribution  agreements  on terms
acceptable to us, or that the cost of establishing  these  arrangements will not
exceed any product  revenues.  The failure to continue these  arrangements or to
achieve other such  arrangements on  satisfactory  terms could have a materially
adverse effect on us.

There are no long-term  agreements with suppliers of required  materials.  If we
are unable to obtain the  required  raw  materials,  we may be required to scale
back  our  operations  or  stop  manufacturing  ALFERON  N  Injection(R)  and/or
Ampligen(R).

         A number of essential materials are used in the production of ALFERON N
Injection(R),  including  human  white  blood  cells.  We do not have  long-term
agreements for the supply of any of such materials. There can be no assurance we
can enter into  long-term  supply  agreements  covering  essential  materials on
commercially reasonable terms, if at all.

         At present,  we do not have any  agreements  with third parties for the
supply of any polymers for use in manufacturing Ampligen(R). We are establishing
relevant manufacturing  operations within our New Brunswick, New Jersey facility
for the production of Ampligen(R) raw materials in order to obtain polymers on a
more consistent  manufacturing  basis.  The  establishment of an Ampligen(R) raw
materials  production  line  within our own  facilities,  while  having  obvious
advantages with respect to regulatory  compliance (other parts of the 43,000 sq.
ft. wholly owned  facility are already in compliance  for Alferon N Injection(R)
manufacture),   may  delay  certain  steps  in  the  commercialization  process,
specifically a targeted NDA filing.

         If we are unable to obtain or  manufacture  the required raw materials,
we may be required to scale back our operations or stop manufacturing. The costs
and  availability  of  products  and  materials  we need for the  production  of
Ampligen(R)  and the commercial  production of ALFERON N Injection(R)  and other
products which we may commercially produce are subject to fluctuation  depending
on a variety  of factors  beyond our  control,  including  competitive  factors,
changes in technology,  and FDA and other governmental regulations and there can
be no assurance  that we will be able to obtain such  products and  materials on
terms acceptable to us or at all.

There is no assurance that  successful  manufacture of a drug on a limited scale
basis  for  investigational  use  will  lead  to  a  successful   transition  to
commercial, large-scale production.

Small changes in methods of manufacturing,  including commercial  scale-up,  may
affect the chemical  structure of  Ampligen(R)  and other RNA drugs,  as well as
their safety and efficacy,  and can,  among other  things,  require new clinical
studies and affect orphan drug status, particularly,  market exclusivity rights,
if any,  under the Orphan Drug Act. The  transition  from limited  production of
pre-clinical  and clinical  research  quantities  to  production  of  commercial
quantities  of our  products  will involve  distinct  management  and  technical
challenges and will require  additional  management and technical  personnel and
capital to the extent such manufacturing is not handled by third parties.  There
can be no assurance that our manufacturing  will be successful or that any given
product  will  be  determined  to  be  safe  and  effective,  capable  of  being
manufactured economically in commercial quantities or successfully marketed.

We have limited manufacturing experience and capacity.

         Ampligen(R) has been only produced in limited quantities for use in our
clinical  trials  and we are  dependent  upon  third  party  suppliers  for  key
components of our products and for substantially all of the production  process.
The failure to continue these arrangements or to achieve other such arrangements
on  satisfactory  terms could have a material  adverse affect on us. Also, to be
successful,  our products  must be  manufactured  in  commercial  quantities  in
compliance with regulatory  requirements and at acceptable  costs. To the extent
we are  involved  in the  production  process,  our current  facilities  are not
adequate  for  the   production  of  our  proposed   products  for   large-scale
commercialization,  and we currently do not have  adequate  personnel to conduct
commercial-scale  manufacturing.  We intend to utilize third-party facilities if
and when the need  arises  or, if we are  unable  to do so, to build or  acquire
commercial-scale   manufacturing   facilities.  We  will  need  to  comply  with
regulatory  requirements  for  such  facilities,  including  those  of  the  FDA
pertaining to current Good Manufacturing  Practices ("cGMP") regulations.  There
can be no assurance  that such  facilities  can be used,  built,  or acquired on
commercially  acceptable  terms,  or that such  facilities,  if used,  built, or
acquired, will be adequate for our long-term needs.

In connection with settling various manufacturing  infractions  previously noted
by the FDA,  Schering-Plough  ("Schering")  entered into a "Consent Decree" with
the FDA whereby,  among other things, it agreed to discontinue  various contract
(third party)  manufacturing  activities at various facilities including its San
Juan,  Puerto  Rico,  plant.  Ampligen(R)  (which was not involved in any of the
cited  infractions)  was produced at this Puerto Rico plant from year 2000-2004.
Operating under  instructions  from the Consent Decree,  Schering has advised us
that it would no longer manufacture Ampligen(R) in this facility beyond 2004 and
would assist us in an orderly  transfer of said activities to other non Schering
facilities.

On September 9, 2005, we signed a Letter of Intent ("LOI") with  Hollister-Stier
Laboratories LLC of Spokane,  Washington  ("Hollister-Stier"),  for the contract
manufacturing of Ampligen(R).  In November 2005, we paid $100,000 upon executing
the LOI in order to initiate the manufacturing  project. The LOI shall remain in
full force and effect for 90 calendar  days or until a  definitive  agreement is
reached.  The  achievement  of the initial  objectives  described in the LOI, in
combination  with our polymer  production  facility  under  construction  in New
Brunswick,   N.J.,  may  enable  us  to   manufacture   the  raw  materials  for
approximately   10,000  doses  of  Ampligen(R)  per  week.  Based  on  the  LOI,
Hollister-Stier  has  agreed  to  formulate  and  bottle  Ampligen(R)  using raw
materials  received  from us. We have an executed  confidentiality  agreement in
place  and;   therefore,   have  commenced  the  preliminary   transfer  of  our
manufacturing  technology to Hollister-Stier.  Our decision to transfer relevant
manufacturing  technology absent of an executed  agreement,  was done in part to
expedite the eventual  manufacture of Ampligen(R) by Hollister-Stier.  If we are
unable to negotiate and finalize an agreement with Hollister-Stier,  in a timely
manner our plans to file an NDA for Ampligen(R) and,  eventually,  to market and
sell Ampligen(R) will be delayed.

We  have  identified  two  other  capable  cGMP  facilities  in the  US for  the
manufacture of Ampligen(R) and obtained  proposals from both. If either of these
two  facilities  are  acceptable,  we would be able to maintain a minimum of two
independent  production  sites.  We are in the process of reviewing  these other
proposals.

         The purified drug concentrate  utilized in the formulation of ALFERON N
Injection(R)  is  manufactured  in our New  Brunswick,  New Jersey  facility and
ALFERON N  Injection(R)  was  formulated  and packaged at a production  facility
formerly  owned and operated by Abbott  Laboratories  located in Kansas.  Abbott
Laboratories has sold the facility to Hospira.  Hospira  recently  completed the
production  of 12,000  vials.  Hospira is ceasing the labeling and  packaging of
Alferon N  Injection(R)  as they are  seeking  larger  production  runs for cost
efficiency   purposes.   We  have   identified   five  new  potential   contract
manufacturers,   obtained  proposals  from  all  five,  and  have  audited  two,
concerning the future formulation and packaging of Alferon N Injection(R). If we
are  unable  to  secure a new  facility  within a  reasonable  period of time to
formulate and package ALFERON N Injection(R) at an acceptable  cost, our ability
to sell  ALFERON N  Injection(R)  and to  generate  profits  there  from will be
adversely affected.

We may not be profitable unless we can produce  Ampligen(R) or other products in
commercial quantities at costs acceptable to us.

We have never produced  Ampligen(R)  or any other  products in large  commercial
quantities.  We must  manufacture  our products in  compliance  with  regulatory
requirements in large commercial quantities and at acceptable costs in order for
us to be  profitable.  We intend to  utilize  third-party  manufacturers  and/or
facilities  if and when the need  arises or, if we are unable to do so, to build
or acquire commercial-scale  manufacturing  facilities. If we cannot manufacture
commercial  quantities of Ampligen(R)  or enter into third party  agreements for
its manufacture at costs  acceptable to us, our operations will be significantly
affected.  Also, each production lot of Alferon N Injection(R) is subject to FDA
review and  approval  prior to  releasing  the lots to be sold.  This review and
approval  process  could take  considerable  time,  which would delay our having
product in inventory to sell.

Rapid technological change may render our products obsolete or non-competitive.

         The  pharmaceutical  and biotechnology  industries are subject to rapid
and   substantial   technological   change.   Technological   competition   from
pharmaceutical and biotechnology companies, universities,  governmental entities
and others  diversifying  into the field is intense and is expected to increase.
Most of these  entities  have  significantly  greater  research and  development
capabilities than us, as well as substantial marketing, financial and managerial
resources,  and  represent  significant  competition  for  us.  There  can be no
assurance  that   developments  by  others  will  not  render  our  products  or
technologies  obsolete  or  noncompetitive  or that we will be able to keep pace
with technological developments.

Our products may be subject to substantial competition.

         Ampligen(R). Competitors may be developing technologies that are, or in
the future may be, the basis for competitive  products.  Some of these potential
products  may have an  entirely  different  approach  or means of  accomplishing
similar  therapeutic  effects to products being developed by us. These competing
products may be more  effective and less costly than our products.  In addition,
conventional drug therapy,  surgery and other more familiar treatments may offer
competition  to  our  products.   Furthermore,  many  of  our  competitors  have
significantly  greater  experience  than us in  pre-clinical  testing  and human
clinical trials of  pharmaceutical  products and in obtaining FDA, HPB and other
regulatory  approvals of products.  Accordingly,  our competitors may succeed in
obtaining FDA, HPB or other regulatory  product  approvals more rapidly than us.
There are no drugs approved for commercial  sale with respect to treating ME/CFS
in the United States. The dominant  competitors with drugs to treat HIV diseases
include  Gilead  Pharmaceutical,   Pfizer,  Bristol-Myers,  Abbott  Labs,  Glaxo
Smithkline,  Merck and  Schering-Plough  Corp.  These potential  competitors are
among the largest  pharmaceutical  companies in the world, are well known to the
public and the  medical  community,  and have  substantially  greater  financial
resources,  product  development,  and manufacturing and marketing  capabilities
than we  have.  Although  we  believe  our  principal  advantage  is the  unique
mechanism of action of Ampligen(R)  on the immune system,  we cannot assure that
we will be able to compete.

         ALFERON  N  Injection(R).  Many  potential  competitors  are  among the
largest pharmaceutical  companies in the world, are well known to the public and
the medical  community,  and have  substantially  greater  financial  resources,
product development,  and manufacturing and marketing capabilities than we have.
ALFERON N Injection(R) currently competes with Schering's injectable recombinant
alpha  interferon  product  (INTRON(R) A) for the treatment of genital warts. 3M
Pharmaceuticals  also  received FDA approval for its  immune-response  modifier,
Aldara(R),  a  self-administered  topical  cream,  for the treatment of external
genital and perianal warts.  ALFERON N Injection(R) also competes with surgical,
chemical,  and other  methods of treating  genital  warts.  We cannot assess the
impact products  developed by our  competitors,  or advances in other methods of
the treatment of genital warts, will have on the commercial viability of ALFERON
N  Injection(R).  If and when we  obtain  additional  approvals  of uses of this
product, we expect to compete primarily on the basis of product performance. Our
potential  competitors have developed or may develop products (containing either
alpha or beta  interferon or other  therapeutic  compounds)  or other  treatment
modalities for those uses. In the United States, three recombinant forms of beta
interferon have been approved for the treatment of relapsing-remitting  multiple
sclerosis.  There can be no assurance that, if we are able to obtain  regulatory
approval of ALFERON N Injection(R) for the treatment of new indications, we will
be able to achieve any significant  penetration into those markets. In addition,
because  certain  competitive  products  are not  dependent on a source of human
blood cells, such products may be able to be produced in greater volume and at a
lower cost than ALFERON N Injection(R).  Currently, our wholesale price on a per
unit  basis of ALFERON N  Injection(R)  is higher  than that of the  competitive
recombinant alpha and beta interferon products.

         General.  Other  companies may succeed in developing  products  earlier
than we do, obtaining approvals for such products from the FDA more rapidly than
we do, or developing products that are more effective than those we may develop.
While we will  attempt  to expand  our  technological  capabilities  in order to
remain  competitive,  there can be no assurance that research and development by
others or other  medical  advances  will not render our  technology  or products
obsolete or  non-competitive  or result in treatments  or cures  superior to any
therapy we develop.

Possible  side effects  from the use of  Ampligen(R)  or ALFERON N  Injection(R)
could adversely affect potential revenues and physician/patient acceptability of
our product.

         Ampligen(R).  We  believe  that  Ampligen(R)  has been  generally  well
tolerated  with a low  incidence of clinical  toxicity,  particularly  given the
severely  debilitating or life  threatening  diseases that have been treated.  A
mild  flushing  reaction  has been  observed  in  approximately  15% of patients
treated in our various studies.  This reaction is occasionally  accompanied by a
rapid heart beat,  a tightness of the chest,  urticaria  (swelling of the skin),
anxiety,  shortness of breath, subjective reports of "feeling hot," sweating and
nausea.  The  reaction is usually  infusion-rate  related and can  generally  be
controlled  by slowing the infusion  rate.  Other  adverse side effects  include
liver enzyme level elevations,  diarrhea,  itching,  asthma, low blood pressure,
photophobia, rash, transient visual disturbances,  slow or irregular heart rate,
decreases  in  platelets  and  white  blood  cell  counts,  anemia,   dizziness,
confusion,  elevation of kidney function tests,  occasional  temporary hair loss
and various flu-like symptoms, including fever, chills, fatigue, muscular aches,
joint  pains,  headaches,  nausea and  vomiting.  These  flu-like  side  effects
typically  subside  within  several  months.  One or more of the potential  side
effects might deter usage of  Ampligen(R)  in certain  clinical  situations  and
therefore,  could  adversely  affect  potential  revenues and  physician/patient
acceptability of our product.

         ALFERON N  Injection(R).  At present,  ALFERON N  Injection(R)  is only
approved for the  intralesional  (within the lesion)  treatment of refractory or
recurring external genital warts in adults. In clinical trials conducted for the
treatment  of  genital  warts  with  ALFERON N  Injection(R),  patients  did not
experience  serious  side  effects;  however,  there  can be no  assurance  that
unexpected or unacceptable side effects will not be found in the future for this
use or other  potential uses of ALFERON N  Injection(R)  which could threaten or
limit such product's usefulness.

We may be subject  to  product  liability  claims  from the use of  Ampligen(R),
Alferon N Injection(R),  or other of our products which could negatively  affect
our future operations.

         We face an inherent  business  risk of  exposure  to product  liability
claims in the event that the use of Ampligen(R) or other of our products results
in adverse  effects.  This  liability  might result from claims made directly by
patients,  hospitals, clinics or other consumers, or by pharmaceutical companies
or others  manufacturing these products on our behalf. Our future operations may
be negatively  affected from the litigation costs,  settlement expenses and lost
product  sales  inherent to these  claims.  While we will continue to attempt to
take appropriate  precautions,  we cannot assure that we will avoid  significant
product  liability  exposure.  Although we currently  maintain product liability
insurance  coverage,  there can be no assurance that this insurance will provide
adequate  coverage  against  Ampligen(R)  and/or Alferon N Injection(R)  product
liability  claims. A successful  product liability claim against us in excess of
Ampligen(R)'s  $1,000,000 in insurance coverage;  $3,000,000 in aggregate, or in
excess of Alferon N Injection(R)'s $5,000,000 in insurance coverage;  $5,000,000
in aggregate; or for which coverage is not provided could have a negative effect
on our business and financial condition.

The loss of Dr. William A. Carter's services could hurt our chances for success.

         Our success is dependent  on the  continued  efforts of Dr.  William A.
Carter  because of his position as a pioneer in the field of nucleic acid drugs,
his being the  co-inventor  of  Ampligen(R),  and his  knowledge  of our overall
activities,  including  patents and clinical  trials.  The loss of Dr.  Carter's
services could have a material  adverse effect on our operations and chances for
success.  We have secured key man life  insurance in the amount of $2,000,000 on
the life of Dr. Carter and we have an employment agreement with Dr. Carter that,
as  amended,  runs  until May 8,  2008.  However,  Dr.  Carter  has the right to
terminate his employment  upon not less than 30 days prior written  notice.  The
loss of Dr.  Carter or other  personnel,  or the  failure to recruit  additional
personnel  as needed could have a  materially  adverse  effect on our ability to
achieve our objectives.

Uncertainty of health care reimbursement for our products.

Our ability to successfully  commercialize our products will depend, in part, on
the extent to which  reimbursement  for the cost of such  products  and  related
treatment will be available from government health  administration  authorities,
private  health   coverage   insurers  and  other   organizations.   Significant
uncertainty exists as to the reimbursement  status of newly approved health care
products,  and from time to time  legislation  is proposed,  which,  if adopted,
could further  restrict the prices  charged by and/or  amounts  reimbursable  to
manufacturers  of  pharmaceutical  products.  We cannot  predict  what,  if any,
legislation  will ultimately be adopted or the impact of such legislation on us.
There can be no assurance that third party insurance  companies will allow us to
charge and receive  payments for products  sufficient to realize an  appropriate
return on our investment in product development.

There are  risks of  liabilities  associated  with  handling  and  disposing  of
hazardous materials.

Our business  involves the controlled use of hazardous  materials,  carcinogenic
chemicals,  flammable solvents and various  radioactive  compounds.  Although we
believe that our safety  procedures for handling and disposing of such materials
comply in all material  respects  with the  standards  prescribed  by applicable
regulations, the risk of accidental contamination or injury from these materials
cannot be completely eliminated. In the event of such an accident or the failure
to comply with applicable  regulations,  we could be held liable for any damages
that result,  and any such liability  could be  significant.  We do not maintain
insurance coverage against such liabilities.

Risks Associated With and Investment in Our Common Stock

The market price of our stock may be adversely affected by market volatility.

         The  market  price of our  common  stock  has been and is  likely to be
volatile. In addition to general economic,  political and market conditions, the
price and trading volume of our stock could fluctuate widely in response to many
factors, including:

o  announcements of the results of clinical trials by us or our competitors;

o  adverse reactions to products;

o  governmental  approvals,  delays in expected  governmental  approvals or
   withdrawals of any prior governmental  approvals or public or regulatory
   agency concerns regarding the safety or effectiveness of our products;

o  changes in U.S. or foreign regulatory policy during the period of product
   development;

o  developments  in patent or other  proprietary  rights,  including  any third
   party  challenges  of our  intellectual  property rights;

o  announcements of technological innovations by us or our competitors;

o  announcements of new products or new contracts by us or our competitors;

o  actual or anticipated  variations in our operating results due to the level
   of development  expenses and other  factors;

o  changes in  financial  estimates by
   securities  analysts and whether our earnings  meet or exceed the  estimates;

o  conditions and trends in the pharmaceutical and other industries;
   new accounting standards; and

o  the occurrence of any of the risks described in these "Risk Factors."

Our common stock is listed for quotation on the American Stock Exchange. For the
12-month  period ended  September  30,  2005,  the price of our common stock has
ranged from $1.25 to $2.50 per share. We expect the price of our common stock to
remain  volatile.  The average daily  trading  volume of our common stock varies
significantly.  Our  relatively  low average  volume and low  average  number of
transactions  per day may affect the ability of our  stockholders  to sell their
shares in the public  market at  prevailing  prices and a more active market may
never develop.

In the  past,  following  periods  of  volatility  in the  market  price  of the
securities of companies in our industry,  securities class action litigation has
often been instituted  against companies in our industry.  If we face securities
litigation in the future, even if without merit or unsuccessful, it would result
in  substantial  costs and a diversion of management  attention  and  resources,
which would negatively impact our business.

Our stock price may be  adversely  affected if a  significant  amount of shares,
primarily those registered herein and in prior registration statements, are sold
in the public market.

         As of November 15, 2005,  approximately  1,132,457 shares of our common
stock,  constituted  "restricted  securities"  as  defined in Rule 144 under the
Securities Act of 1933,  402,798 of which are registered for public sale.  Also,
we have registered  21,106,907 shares issuable (i) to Fusion Capital pursuant to
the common stock purchase agreement with Fusion Capital; (11) upon conversion of
approximately  135% of  Debentures  that we issued  in 2003 and  2004;  (iii) as
payment of 135% of the interest on all of the Debentures;  (iv) upon exercise of
135% of the certain  Warrants;  and (v) upon exercise of certain other warrants.
In addition we will be registering an aggregate of 1,224,983 shares representing
135% of shares  issuable  upon  exercise of the  October  2009  Warrants  and as
additional  interest  shares  (resulting  from the amendment to the  Debentures.
Registration  of the shares permits the sale of the shares in the open market or
in privately negotiated transactions without compliance with the requirements of
Rule 144.  To the extent the  exercise  price of the  warrants  is less than the
market  price of the common  stock,  the holders of the  warrants  are likely to
exercise them and sell the  underlying  shares of common stock and to the extent
that the conversion  price and exercise  price of these  securities are adjusted
pursuant to  anti-dilution  protection,  the securities  could be exercisable or
convertible for even more shares of common stock. We also may issue shares to be
used to meet our capital  requirements  or use shares to  compensate  employees,
consultants  and/or directors.  We are unable to estimate the amount,  timing or
nature of future sales of outstanding common stock. Sales of substantial amounts
of our common  stock in the public  market  could cause the market price for our
common  stock to  decrease.  Furthermore,  a decline  in the price of our common
stock would likely impede our ability to raise  capital  through the issuance of
additional shares of common stock or other equity securities.

The sale of our common stock to Fusion  Capital may cause  dilution and the sale
of the shares of common  stock  acquired by Fusion  Capital and other  shares by
Selling  Stockholders  listed in this  prospectus and another  prospectus  could
cause the price of our common stock to decline.

         The sale by Fusion  Capital and other  selling  stockholders  listed in
this  prospectus  and another  prospectus  of our common stock will increase the
number of our publicly  traded  shares,  which could depress the market price of
our common stock.  Moreover,  the mere prospect of resales by Fusion Capital and
other selling  stockholders could depress the market price for our common stock.
The  issuance  of shares to Fusion  Capital  under  the  common  stock  purchase
agreement  dated July 8, 2005,  will  dilute the  equity  interest  of  existing
stockholders  and could have an adverse effect on the market price of our common
stock.

         The purchase  price for the common  stock to be sold to Fusion  Capital
pursuant to the common stock  purchase  agreement  will  fluctuate  based on the
price of our  common  stock.  All  shares  sold to  Fusion  Capital  are  freely
tradable.  Fusion  Capital  may sell  none,  some or all of the shares of common
stock purchased from us at any time. We expect that the shares will be sold over
a period of in excess of 25 months  from August 3, 2005.  Depending  upon market
liquidity at the time,  a sale of shares  under this  offering at any given time
could cause the  trading  price of our common  stock to  decline.  The sale of a
substantial  number of shares of our common stock to Fusion Capital  pursuant to
the  purchase  agreement,  or  anticipation  of such  sales,  could make it more
difficult for us to sell equity or equity-related  securities in the future at a
time and at a price that we might otherwise wish to effect sales.

Provisions of our  Certificate of  Incorporation  and Delaware law could defer a
change of our management which could discourage or delay offers to acquire us.

         Provisions of our  Certificate  of  Incorporation  and Delaware law may
make  it  more  difficult  for  someone  to  acquire  control  of us or for  our
stockholders to remove existing  management,  and might discourage a third party
from offering to acquire us, even if a change in control or in management  would
be beneficial to our stockholders. For example, our Certificate of Incorporation
allows us to issue shares of preferred  stock without any vote or further action
by our  stockholders.  Our  Board  of  Directors  has the  authority  to fix and
determine the relative rights and preferences of preferred  stock.  Our Board of
Directors  also has the  authority  to issue  preferred  stock  without  further
stockholder  approval.  As a result,  our Board of Directors could authorize the
issuance  of a series  of  preferred  stock  that  would  grant to  holders  the
preferred right to our assets upon  liquidation,  the right to receive  dividend
payments before dividends are distributed to the holders of common stock and the
right to the  redemption of the shares,  together  with a premium,  prior to the
redemption of our common stock.  In this regard,  in November 2002, we adopted a
stockholder  rights plan and, under the Plan, our Board of Directors  declared a
dividend distribution of one Right for each outstanding share of Common Stock to
stockholders of record at the close of business on November 29, 2002. Each Right
initially  entitles  holders to buy one unit of preferred stock for $30.00.  The
Rights generally are not  transferable  apart from the common stock and will not
be exercisable unless and until a person or group acquires or commences a tender
or exchange offer to acquire,  beneficial ownership of 15% or more of our common
stock.  However,  for Dr.  Carter,  our chief  executive  officer,  who  already
beneficially  owns 10.3% of our common stock,  the Plan's threshold will be 20%,
instead of 15%. The Rights will expire on November 19, 2012, and may be redeemed
prior thereto at $.01 per Right under certain circumstances.

         Because the risk factors  referred to above could cause actual  results
or outcomes to differ  materially  from those  expressed in any  forward-looking
statements  made  by us,  you  should  not  place  undue  reliance  on any  such
forward-looking  statements.  Further, any forward-looking statement speaks only
as of the date on which it is made and we undertake no  obligation to update any
forward-looking statement or statements to reflect events or circumstances after
the  date on  which  such  statement  is  made  or  reflect  the  occurrence  of
unanticipated  events.  New  factors  emerge  from  time to time,  and it is not
possible for us to predict which will arise.  In addition,  we cannot assess the
impact of each  factor on our  business  or the extent to which any  factor,  or
combination of factors, may cause actual results to differ materially from those
contained in any  forward-looking  statements.  Our research in clinical efforts
may continue for the next several  years and we may continue to incur losses due
to clinical  costs incurred in the  development  of  Ampligen(R)  for commercial
application.  Possible  losses may fluctuate from quarter to quarter as a result
of  differences in the timing of  significant  expenses  incurred and receipt of
licensing fees and/or cost recovery treatment revenues in Europe,  Canada and in
the United States.

                              INFORMATION ABOUT US

         We are a biopharmaceutical company engaged in the clinical development,
manufacture,  marketing and  distribution  of new drug entities based on natural
immune system enhancing technologies for the treatment of viral and immune based
chronic disorders.  We were founded in the early 1970s, as a contract researcher
for  the  National  Institutes  of  Health.  After  almost  30  years,  we  have
established a strong foundation of laboratory,  pre-clinical,  and clinical data
with  respect  to the  development  of  nucleic  acids to  enhance  the  natural
antiviral  defense  system  of the  human  body  and to aid the  development  of
therapeutic  products for the treatment of chronic diseases.  We own a U.S. Food
and Drug  Administration  ("FDA")  approved  GMP (good  manufacturing  practice)
manufacturing facility in New Jersey.

         Our flagship  products include  Ampligen(R) and Alferon N Injection(R).
Ampligen(R) is an  experimental  drug  undergoing  clinical  development for the
treatment of: Myalgic  Encephalomyelitis/Chronic  Fatigue Syndrome  ("ME/CFS" or
"CFS"),  and HIV. In August 2004, we completed a Phase III clinical  trial ("AMP
516") treating over 230 ME/CFS patients with  Ampligen(R) and are in the process
of preparing a new drug  application  ("NDA") to be filed with the FDA. Over its
developmental history, Ampligen(R) has received various designations,  including
Orphan Drug Product Certification (FDA), Emergency (compassionate) Cost Recovery
Sales Authorization (FDA) and "promising"  clinical outcome recognition based on
the evaluation of certain summary clinical reports (AHRQ, Agency Health Research
Quality).  However  to  date,  the FDA  has  determined  it has  yet to  receive
sufficient  information  to support  the  potential  of  Ampligen(R)  to treat a
serious or life threatening aspect of ME/CFS. The definition of the "seriousness
of a condition", according to Guidance for Industry documents published in July,
2004 is "a matter of judgment, but generally based on its impact on such factors
as survival, day-to-day functioning, or the likelihood that the disease, if left
untreated,  will progress  from a less severe  condition to a more serious one".
The FDA has  recently  requested a "complete  and audited  report of the Amp 516
study to determine whether Ampligen(R) has a clinically  meaningful benefit on a
serious or life  threatening  aspect of ME/CFS in order to evaluate  whether the
Amp 516 study results do or do not support a "fast track  designation".  The FDA
has also invited us to include a schedule for  completion of all ME/CFS  studies
as well as a proposed  schedule for our NDA  submission.  Because we believe our
ME/CFS  studies are complete,  we intend to request a pre-NDA  meeting to obtain
advice on preparing  and  submitting  our NDA. At the same time we will continue
with our existing  ongoing  efforts to prepare a complete and audited  report of
our various studies,  including the  well-controlled Amp 516 study. We are using
our best efforts to complete the requisite  reports  including the hiring of new
staff and various  recognized  expert  medical/regulatory  consultants,  but can
provide no assurance as to whether the outcome of this large data collection and
filing process (approximately 750 patients, treated more than 45,000 times) will
be favorable or unfavorable, specifically with respect to the FDA's perspective.
Also,  we can  provide  no  guidance  as to the  tentative  date  at  which  the
compilation and filing of such data will be complete, as significant factors are
outside our control including,  without limitation,  the ability and willingness
of the independent  clinical  investigators to complete the requisite reports at
an acceptable  regulatory  standard,  the ability to collect overseas  generated
data, and the ability of  Hollister-Stier  facilities (or the facilities of such
other  manufacturer  as we may  retain  in the  event  that  we do not  come  to
definitive terms with  Hollister-Stier)  to interface with our own New Brunswick
staff/facilities to meet the manufacturing  regulatory  standards.  In addition,
Ampligen(R) is undergoing  pre-clinical  testing for possible treatment of avian
influenza ("bird flu").  Alferon N Injection(R) is the registered  trademark for
our injectable formulation of natural alpha interferon, which is approved by the
FDA for the  treatment  of  genital  warts.  Alferon N  Injection(R)  is also in
clinical  development  for  treating  Multiple  Sclerosis  and West  Nile  Virus
("WNV").

         With the  threat  of an avian  influenza  pandemic  rising  and  health
officials  warning  that the virus  could  develop  resistance  to  current  flu
treatments,  the pursuit of a  cost-effective  and  complementary  treatment  to
existing  antivirals  and vaccines has become  critical.  This  combination  may
permit the use of lower  dosages  and fewer  injections  of the  antivirals  and
vaccines  used  to  combat  avian  flu,  thereby  decreasing  the  cost  of both
immunization programs and treatment programs for the full-blown disease.

         In  antimicrobial  (antibacterial)  therapy,  which is the best-studied
clinical  model,   synergistic   drug   combinations   may  result  in  curative
conditions/outcomes,  often not observed  when the single drugs are given alone.
In the case of avian influenza where global drug supplies are  presumptively  in
very  limited  supply  relative  to  potential  needs,  therapeutic  synergistic
combinations  could not only affect the disease outcome,  but also the number of
individuals able to access therapies.

         We recently  announced that true therapeutic  synergy had been observed
in the  interaction  between  Ampligen(R)  and Tamiflu in the  inhibition of the
Avian influenza  virus.  Cell  destruction was measured in vitro using different
drug combinations. True therapeutic synergy is defined by mathematical equations
which indicate that the therapeutic  effect observed is in fact greater than the
expected arithmetic sum of the two drugs working independently,  and is referred
to by pharmacologists as the "Chou/Talalay" equations developed at Johns Hopkins
University.

         In a  recently  reported  study  from a  vaccine  group in  Japan,  the
incorporation of poly I: poly C (dsRNA) into a nasal  administration of a killed
influenza A preparation  converted a poorly  immunogenic  response into a highly
efficacious  vaccine in  protection  of mice from  lethal  infection  from human
influenza A. Ampligen is a dsRNA which  currently is undergoing  testing in this
animal model.

         We have over 100 patents  worldwide with 9 additional  patents  pending
comprising our intellectual  property.  We continually review our patents rights
to  determine  whether  they have  continuing  value.  Such  review  includes an
analysis of the  patent's  ultimate  revenue and  profitability  potential on an
undiscounted   cash  basis  to  support  the  realizability  of  our  respective
capitalized cost. In addition, management's review addresses whether each patent
continues  to  fit  into  our  strategic   business   plans.  We  have  a  fully
commercialized   product   (Alferon  N   Injection(R)),   and  a  GMP  certified
manufacturing facility.

         In  March  2004,  we  completed  the   step-by-step   acquisition  from
Interferon  Sciences,  Inc.  ("ISI")  of  ISI's  commercial  assets,  Alferon  N
Injection(R)  inventory,  a worldwide  license for the production,  manufacture,
use,  marketing and sale of Alferon N Injection(R).  As well as, a 43,000 square
foot   manufacturing   facility  in  New  Jersey  and  the  acquisition  of  all
intellectual property related to Alferon Injection(R). Alferon N Injection(R) is
a natural alpha interferon that has been approved by the FDA for commercial sale
for the  intra-lesional  treatment of refractory or recurring  external  genital
warts in patients 18 years of age or older.  The  acquisition  was  completed in
Spring 2004 with the acquisition of all world wide commercial rights.

         We  outsource  certain  components  of our  research  and  development,
manufacturing,  marketing and distribution  while  maintaining  control over the
entire process through our quality  assurance group and our clinical  monitoring
group.

         Since the completion of our AMP 516 ME/CFS Phase III clinical trial for
use of  Ampligen(R)  in the treatment of ME/CFS we have received  inquiries from
and, under confidentiality  agreements, are having dialogue with other companies
regarding marketing opportunities. No proposals or agreements have resulted from
the dialogue, nor can we be assured that any proposals or agreements will result
from these inquiries.

         Our principal  executive  offices are located at One Penn Center,  1617
JFK Boulevard,  Philadelphia,  Pennsylvania  19103,  and its telephone number is
215-988-0080.

                                 USE OF PROCEEDS

         We will not  receive  any of the  proceeds  from the sale of the common
stock  offered  by  this  prospectus.   Proceeds  from  the  exercising  of  the
options/warrants  will  be used  for  conducting  clinical  trials  and  related
activities, research and development and general corporate purposes.

                              SELLING STOCKHOLDERS

         This  prospectus  relates to the reoffer and resale of Shares that: (i)
are issuable  upon exercise of  options/warrants  that have been issued by us to
the selling stockholders pursuant to our Officers, Directors and Employees Stock
Compensation  Programs  and our 2004  Equity  Incentive  Plan and (ii) have been
issued  to  certain  selling   stockholders   pursuant  to  our  2003  Directors
Compensation  Plan.  The Officers,  Directors and Employees  Stock  Compensation
Programs,  2004 Equity Incentive Plan and 2003 Directors  Compensation  Plan are
collectively referred to as the "Plans."

         The  information  in the  table  below  sets  forth,  for each  selling
stockholder, based upon information available to us as of November 10, 2005, the
number of shares of our  common  stock  beneficially  owned  before  and after a
hypothetical  sale of the Shares,  the maximum number of Shares that may be sold
and the  percentage of the  outstanding  shares of our common stock owned before
and after the hypothetical sale of the Shares.

         In the table below,  "Shares to be Sold"  represents the maximum number
of Shares that could be sold under this prospectus if the holder sold all of his
or her Shares.  The amounts  listed under "Shares to be Sold" do not  constitute
commitments to sell any or all of the stated number of Shares. The actual number
of  Shares to be sold,  if any,  shall be  determined  from time to time by each
selling stockholder in his or her discretion.  We have not been informed whether
any selling stockholders intend to sell any Shares at this time.
Shares          Percentage of Class(1)
                                                                                       ----------------------
                                 Shares                                beneficially
                                 Beneficially      Shares              Owned After          Before    After
Name and Position                Owned(1)          To Be Sold(1)       The Offering         Offering Offering
-----------------                ---------         -------------       ------------         -----------------
------------------------------------------- ---------------- ----------------- ------------------------- ---------- --------
William A. Carter, M.D.                        6,192,868       5,685,378(2)            507,490             9.9%        *
------------------------------------------- ---------------- ----------------- ------------------------- ---------- --------
------------------------------------------- ---------------- ----------------- ------------------------- ---------- --------
Robert E. Peterson                              575,574         567,574(3)              8,000                *         *
------------------------------------------- ---------------- ----------------- ------------------------- ---------- --------
------------------------------------------- ---------------- ----------------- ------------------------- ---------- --------
Ransom W. Etheridge                             586,800         532,484(4)              54,316               *         *
------------------------------------------- ---------------- ----------------- ------------------------- ---------- --------
------------------------------------------- ---------------- ----------------- ------------------------- ---------- --------
Richard C. Piani                                361,842         337,092(5)              24,750               *         *
------------------------------------------- ---------------- ----------------- ------------------------- ---------- --------
------------------------------------------- ---------------- ----------------- ------------------------- ---------- --------
William M. Mitchell                             342,124         324,484(6)              17,640               *         *
------------------------------------------- ---------------- ----------------- ------------------------- ---------- --------
------------------------------------------- ---------------- ----------------- ------------------------- ---------- --------
David R. Strayer                                150,746         140,000(7)              10,746               *         *
------------------------------------------- ---------------- ----------------- ------------------------- ---------- --------
------------------------------------------- ---------------- ----------------- ------------------------- ---------- --------
Carol Smith                                     51,791          51,791(8)                 0                  *         *
------------------------------------------- ---------------- ----------------- ------------------------- ---------- --------
------------------------------------------- ---------------- ----------------- ------------------------- ---------- --------
Iraj-Eqhbal Kiani                               42,017          42,017(9)                 0                  *         *
------------------------------------------- ---------------- ----------------- ------------------------- ---------- --------
------------------------------------------- ---------------- ----------------- ------------------------- ---------- --------
Douglas Hulse                                  131,067(10)      41,667(10)              89,400               *         *
------------------------------------------- ---------------- ----------------- ------------------------- ---------- --------
------------------------------------------- ---------------- ----------------- ------------------------- ---------- --------
Steven Spence                                   105,770         29,037(11)              76,733               *         *
------------------------------------------- ---------------- ----------------- ------------------------- ---------- --------
------------------------------------------- ---------------- ----------------- ------------------------- ---------- --------
Mei-June Liao                                   10,000          10,000(12)                0                  *         *
------------------------------------------- ---------------- ----------------- ------------------------- ---------- --------
------------------------------------------- ---------------- ----------------- ------------------------- ---------- --------
Robert Hansen                                   10,000          10,000(12)                0                  *         *
------------------------------------------- ---------------- ----------------- ------------------------- ---------- --------
------------------------------------------- ---------------- ----------------- ------------------------- ---------- --------

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

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

-----------------------------------------------------------------------------------------------------------------------------
* Less than 1.0%
-----------------------------------------------------------------------------------------------------------------------------
(1)      Reflects shares issuable upon the exercise of options/warrants granted
         pursuant to the Plans.

(2)      Includes  shares  issuable upon the exercise of (i) warrants  issued in
         2001 to purchase  376,650 shares of common stock  consisting of 188,325
         exercisable  at $6.00 per share and  188,325  exercisable  at $9.00 per
         share,  all expiring on February 22, 2006; (ii) stock options issued in
         2001 to  purchase  10,000  shares  of  common  stock at $4.03 per share
         expiring  January 3, 2011;  (iii)  warrants  issued in 2002 to purchase
         1,000,000  shares  of  common  stock  exercisable  at $2.00  per  share
         expiring on August 7, 2007;  (iv)  warrants  issued in 2003 to purchase
         1,450,000  shares  of  common  stock  exercisable  at $2.20  per  share
         expiring on  September  8, 2008;  (v) stock  options  issued in 2004 to
         purchase  320,000 shares of common stock at $2.60 per share expiring on
         September  7,  2014;  (vi)  Stock  Options  issued in 2005 to  purchase
         100,000 shares of common stock at $1.75 per share expiring on April 26,
         2015 and (vii) Stock options issued in 2005 to purchase  465,000 shares
         of common stock at $1.86 per share expiring July 1, 2011. Also includes
         1,963,728  warrants and options  originally issued to William A. Carter
         and subsequently  transferred to Carter Investments of which Dr. Carter
         is the beneficial owner. These securities consist of warrants issued in
         1998(a)  to  purchase  490,000  shares of common  stock  consisting  of
         190,000  exercisable at $4.00 per share expiring on January 1, 2008 and
         300,000  exercisable  at $6.00  per share  expiring  January  1,  2006;
         (b)stock  options  granted  in 1991 and  extended  in 1998 to  purchase
         73,728 shares of common stock  exercisable  at $2.71 per share expiring
         on August 8, 2008 and (c)Warrants  issued in 2002 to purchase 1,400,000
         shares of common  stock at $3.50 per share  expiring on  September  30,
         2007. Does not include 507,490 shares of common stock.

(3)      Includes shares issuable upon exercise of (i) options issued in 1997 to
         purchase  13,750 shares of common stock at $3.50 per share and expiring
         on January 22,  2007,  (ii) options  issued in 2001 to purchase  10,000
         shares of common  stock at $4.03 per share and  expiring  on January 3,
         2011,  (iii)  warrants  issued in 2002 to  purchase  200,000  shares of
         common  stock at $2.00 per share  expiring  on August 13, 2007 and (iv)
         options  issued in 2005 to purchase  100,000  shares of common stock at
         $1.75  per  share  expiring  April  26,  2015.  Also  includes  243,824
         warrants/options   originally   issued  to  Robert  E.   Peterson   and
         subsequently  transferred  to the  Robert  E.  Peterson  Trust of which
         Robert E.  Peterson  is owner and  Trustee.  These  securities  include
         warrants  issued in 1996 to  purchase  50,000  shares  of common  stock
         exercisable at $3.50 per share expiring on February 28, 2006;  warrants
         issued in 1998 to purchase  100,000 shares of common stock at $5.00 per
         share expiring on April 14, 2006;  warrants  issued in 2002 to purchase
         30,000 shares of common stock  exercisable  at $5.00 per share expiring
         on April 30, 2006 and 63,824 stock options issued in 2004 consisting of
         50,000  options to acquire  common stock at $3.44 per share expiring on
         June 22, 2014 and 13,824  options to acquire  common stock at $2.60 per
         share  expiring on September 7, 2014.  Does not include 8,000 shares of
         common stock.

(4)      Includes shares issuable upon exercise of (i) 20,000 warrants issued in
         1998 to purchase common stock at $4.00 per share,  originally  expiring
         on January 1, 2003 and  extended  to  January  1,  2008;  (ii)  100,000
         warrants issued in 2002 exercisable  $2.00 per share expiring on August
         13, 2007; (iii) stock options issued in 2005 to purchase 100,000 shares
         of common stock  exercisable  at $1.75 per share  expiring on April 26,
         2015 and(iv) stock options issued in 2004 to purchase  50,000 shares of
         common stock  exercisable  at $2.60 per share  expiring on September 7,
         2014 and (v) 62,484 shares of common stock issued  pursuant to the 2003
         directors  compensation  plan.  Also  includes  200,000  stock  options
         originally  granted  to  Ransom  Etheridge  in  2003  and  subsequently
         transferred  to relatives  and family  trusts.  These stock options are
         exercisable  at $2.75 per share and expires on  December  4, 2013.  The
         transfers  consist of 50,000  options to the  Etheridge  Family  Trust;
         37,500 options to Julianne  Inglima;  37,500 options to Thomas Inglima;
         37,500  options to  R.Etheridge-BMI  Trust;  and  37,500  options to R.
         Etheridge-TCI  Trust.  Julianne and Thomas are Mr. Etheridge's daughter
         and son-in-law. Does not include 54,316 shares of common stock.

(5)      Includes shares issuable upon exercise of (i) 20,000 warrants issued in
         1998 to purchase common stock at $4.00 per share originally expiring on
         January 1, 2005 and extended to January 1, 2008; (ii) 100,000  warrants
         issued in 2003  exercisable  at $2.00 per share  expiring on August 13,
         2007;  (iii)options granted in 2004 to purchase 54,608 shares of common
         stock  exercisable  at $2.60 per share  expiring on September 17, 2014;
         (iv) options granted in 2005 to purchase 100,000 shares of common stock
         exercisable  at $1.75 per  share  expiring  on April  26,  2015 and (v)
         62,484  shares  of  common  stock  issued  pursuant  to  the  Company's
         Directors  Compensation Plan. Excludes (a) 6,850 shares of common stock
         owned by Mr.  Piani;(b)  12,900 shares of common stock owned jointly by
         Mr. And Mrs. Piani;  (c) and 5,000 shares of common stock owned by Mrs.
         Piani.

(6)      Includes  shares  issuable upon exercise of (i) warrants issued in 1998
         to purchase 12,000 shares of common stock at $6.00 per share,  expiring
         on August 25, 2008; (ii) 100,000 warrants issued in 2002 exercisable at
         $2.00 per share expiring on August 13, 2007; (iii) 50,000 stock options
         issued in 2004  exercisable at $2.60 per share expiring on September 7,
         2014;  (iv) 100,000 stock options  issued in 2005  exercisable at $1.75
         per share  expiring on April 26,  2015 and (v) 62,484  shares of common
         stock issued  pursuant to the  Directors  Compensation  Plan.  Excludes
         17,640 shares of common stock.

(7)      (i) stock  options  issued in 1997 to purchase  20,000 shares of common
         stock at $3.50 per share  expiring on February 22, 2007;  (ii) warrants
         issued in 1998 to purchase 50,000 shares of common stock exercisable at
         $4.00 per share  expiring on February  28,  2008;  (iii) stock  options
         granted in 2001 to purchase  10,000 shares of common stock  exercisable
         at $4.03 per share expiring on January 3, 2011; (iv) warrants issued in
         2002 to purchase 50,000 shares of common stock exercisable at $2.00 per
         share  expiring on August 13, 2007 and (v) stock options issued in 2004
         to purchase  10,000  shares of common  stock  exercisable  at $1.90 per
         share  expiring on December 7, 2014.  Does not include 10,746 shares of
         common stock.

(8)      Consists of shares  issuable upon exercise of(i) 5,000 warrants  issued
         in 1998 to purchase  common stock at $4.00 per share  expiring  June 7,
         2008;  (ii) 20,000  warrants  issued in 2002  exercisable  at $2.00 per
         share expiring in August 13, 2007;  (iii) 6,791 stock options issued in
         1997  exercisable at $3.50 expiring January 22, 2007; (iv) 10,000 stock
         options issued in 2001  exercisable at $4.03 per share expiring January
         3, 2011 and 10,000 stock options  issued in 2004  exercisable  at $1.90
         expiring on December 7, 2014.

(9)      Consists of shares  issuable upon exercise of (i) 12,000 options issued
         in 2005  exercisable at $1.63 per share expiring on June 2, 2015;  (ii)
         15,000 options  issued in 2005  exercisable at $1.75 per share expiring
         on April 26,  2015 and (iii)  15,017  shares  of  common  stock  issued
         pursuant to the directors compensation plan.

(10)     Consists  of 41,667  options  exercisable  at $1.55 per share  expiring
         February 14, 2015.  Shares owned  includes  89,400  shares in which Mr.
         Hulse has an  undivided  interest.  These  shares  are held by The Sage
         Group of which Mr. Hulse is a principal.

(11)     Consists of 15,000 stock options  granted in 2005  exercisable at $1.75
         per share  expiring on April 26, 2015 and 14,037 shares of common stock
         issued  pursuant to the directors  compensation  plan. Does not include
         76,733 shares of common stock.

(12)     Consists of stock options granted in 2004 exercisable at $1.90 per
         share of common stock expiring on December 7, 2014.

                              PLAN OF DISTRIBUTION

         The  selling  stockholders,  their  donees  or  other  transferees  and
successors in interest permitted to use Form S-8, under General Instruction A of
Form  S-8,  may  sell  or  transfer  common  stock  for  value  in one  or  more
transactions  in the open market,  either directly or through brokers or agents,
or in privately negotioated transactions or in a combination of these methods of
sale,  at market prices  prevailing  at the time of sale,  at prices  related to
those market prices or at prices otherwise negotiated.  The selling stockholders
have  advised  us  that,  at the date of this  prospectus,  they do not have any
agreement,  arrangement or understanding  with regard to the sale of the Shares.
All selling and other expenses incurred by individual selling  stockholders will
be borne by those selling stockholders.

We do not know whether or not any of the selling  stockholders  will sell any or
all of their  Shares  under this  prospectus.  We may  terminate  this  offering
without notice at any time.

                                  LEGAL MATTERS

         Certain legal  matters in connection  with the issuance of the has been
passed upon by our counsel,  Silverman  Sclar Shin & Byrne PLLC,  New York,  New
York.

                                     EXPERTS

The financial statements  incorporated by reference in this Prospectus have been
audited by BDO Seidman,  LLP, an independent  registered public accounting firm,
to the extent and for the periods set forth in their reports incorporated herein
by reference,  and are  incorporated  herein in reliance upon such reports given
upon the authority of said firm as experts in auditing and accounting.

                      INFORMATION INCORPORATED BY REFERENCE

         The SEC allows us to incorporate  by reference the  information we file
with it,  which  means  that we can  disclose  important  information  to you by
referring you to those documents. The information we incorporate by reference is
considered to be part of this  prospectus,  and  information  that we file later
with the SEC will  automatically  update  and  supersede  this  information.  We
incorporate by reference the documents  listed below and any future filings made
by us with the SEC under Sections  13(a),  13(c),  14 or 15(d) of the Securities
Exchange Act of 1934,  until the sale of all the shares of Common Stock that are
part of this offering.  The documents we are  incorporating  by reference are as
follows:

(a)  Our annual report on Form 10-K for our fiscal year ended December 31, 2004,
     SEC File No. 1-13441.

(b)  Our quarterly  report on Form 10-Q for the quarterly period ended March 31,
     2005, SEC File No. 1-13441.

(c)  Our proxy statement on schedule 14A for our 2005 annual  meeting,  SEC File
     No. 1-13441.

(d)  Our quarterly  report on Form 10-Q for the quarterly  period ended June 30,
     2005, SEC File No. 1-13441.

(e)  Our  current  report on Form 8-K filed on October  20,  2005,  SEC File No.
     1-13441.

(f)  Our current  report on Form 8-K/A filed on October 28,  2005,  SEC File No.
     1-13441.

(g)  Our quarterly  report on Form 10-Q for the quarterly period ended September
     30, 2005, SEC File No. 1-13441.

(h)  A description of our common stock contained in our  registration  statement
     on Form S-1, SEC File No.  33-93314,  and any amendment or report filed for
     the purpose of updating this  description  filed  subsequent to the date of
     this prospectus and prior to the termination of this offering.

         You should rely only on the  information  incorporated  by reference or
provided  in  this  registration  statement  or  any  supplement.  We  have  not
authorized  anyone else to provide you with  different  information.  We and the
selling stockholders will not make offers of these shares in any state where the
offer is not  permitted.  You  should not assume  that the  information  in this
registration  statement or any  supplement is accurate as of any date other than
the date on the front of those documents.

         Any statement  contained in a document or  incorporated or deemed to be
incorporated  by  reference  shall be deemed to be  modified or  superseded  for
purposes of this registration statement to the extent that a statement contained
herein or in any  subsequently  filed  document which also is or is deemed to be
incorporated by reference  herein  modifies or supersedes  such  statement.  Any
statement so modified or superseded  shall not be deemed,  except as so modified
or  superseded,  to  constitute  a part or  this  registrations  statement.  All
information in this  registration  statement is qualified in its entirety by the
information and financial statements (including the notes thereto).

You may request a copy of these  filings,  at no cost, by writing or telephoning
us at the following  address:  Hemispherx  Biopharma,  Inc., 1617 JFK Boulevard,
Suite 660, Philadelphia, PA, 19103, telephone no. (215) 988-0080.

                       WHERE YOU CAN FIND MORE INFORMATION

         We file annual,  quarterly and special  reports,  proxy  statements and
other information with the Securities and Exchange Commission.  You may read and
copy any document we file at the  Securities  and Exchange  Commission's  public
reference rooms at 450 Fifth Street, N.W.,  Washington,  D.C. 20549. Please call
the Securities and Exchange Commission at 1-800-SEC-0330 for further information
on the public  reference rooms.  Many of our Securities and Exchange  Commission
filings  are also  available  to the public  from the  Securities  and  Exchange
Commission's Website at "http://www.sec.gov."

                      DISCLOSURE OF COMMISSION POSITION ON
                 INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

         Our Amended and Restated  Certificate  of  Incorporation  state that we
shall  indemnify our directors and officers to the maximum  extent  permitted by
Delaware law.

         Insofar as indemnification for liabilities arising under the Securities
Act  may  be  permitted  to  directors,  officers  or  persons  controlling  the
registrant pursuant to the foregoing  provisions,  the Company has been informed
that  in  the  opinion  of  the   Securities   and  Exchange   Commission   such
indemnification  is  against  public  policy  as  expressed  in that  act and is
therefore unenforceable
II-7

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation Of Documents By Reference.

         We  incorporate by reference the following  documents  listed below and
any future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934, prior to the termination of the offering:

     (a)  Our annual report on Form 10-K for our fiscal year ended  December 31,
          2004, SEC File No. 1-13441.

     (b)  Our quarterly report on Form 10-Q for the quarterly period ended March
          31, 2005, SEC File No. 1-13441.

     (c)  Our proxy statement on schedule 14A for our 2005 annual  meeting,  SEC
          File No. 1-13441.

     (d)  Our quarterly  report on Form 10-Q for the quarterly period ended June
          30, 2005, SEC File No. 1-13441.

     (e)  Our current report on Form 8-K filed on October 20, 2005, SEC File No.
          1-13441.

     (f)  Our current  report on Form 8-K/A filed on October 28, 2005,  SEC File
          No. 1-13441.

     (g)  Our  quarterly  report on Form  10-Q for the  quarterly  period  ended
          September 30, 2005, SEC File No. 1-13441

     (h)  A  description  of our  common  stock  contained  in our  registration
          statement on Form S-1,  SEC File No.  33-93314,  and any  amendment or
          report  filed for the  purpose  of  updating  this  description  filed
          subsequent to the date of this prospectus and prior to the termination
          of this offering.

         All  documents  filed by the  Registrant  pursuant to  Sections  13(a),
13(c),  14 and 15(d) of the  Securities  Exchange  Act of 1934 after the date of
this  registration  statement  and  prior  to  the  filing  of a  post-effective
amendment to this  registration  statement,  which indicates that all securities
offered  hereunder have been sold, or which  de-registers  all  securities  then
remaining  unsold  under  this  registration  statement,  shall be  deemed to be
incorporated by reference in this registration statement and to be a part hereof
from the date of filing of such documents.

         Any statement  contained in a document or  incorporated or deemed to be
incorporated  by  reference  shall be deemed to be  modified or  superseded  for
purposes of this registration statement to the extent that a statement contained
herein or in any  subsequently  filed  document which also is or is deemed to be
incorporated by reference  herein  modifies or supersedes  such  statement.  Any
statement so modified or superseded  shall not be deemed,  except as so modified
or  superseded,  to  constitute  a part or  this  registrations  statement.  All
information in this  registration  statement is qualified in its entirety by the
information and financial statements (including the notes thereto).

Item 4. Description of Securities

Not Applicable.

Item 5. Interests of named experts and counsel.

Not Applicable.

Item 6. Indemnification of directors and officers.

The Registrant's Amended and Restated Certificate of Incorporation provides that
the  Registrant  shall  indemnify  to the extent  permitted  by Delaware law any
person  whom  it  may  indemnify  thereunder,   including  directors,  officers,
employees  and agents of the  Registrant.  Such  indemnification  (other than an
order by a court) shall be made by the Registrant only upon a determination that
indemnification  is proper in the  circumstances  because the individual met the
applicable  standard of conduct.  Advances for such  indemnification may be made
pending such determination.  In addition,  the Registrant's Amended and Restated
Certificate of  Incorporation  eliminates,  to the extent  permitted by Delaware
law, personal  liability of directors to the Registrant and its stockholders for
monetary damages for breach of fiduciary duty as directors.

 The Registrant's  authority to indemnify its directors and officers is governed
by the  provisions of Section 145 of the Delaware  General  Corporation  Law, as
follows:

     (a)  A corporation  shall have the power to indemnify any person who was or
          is a party  or is  threatened  to be made a party  to any  threatened,
          pending  or  completed  action,  suit or  proceeding,  whether  civil,
          criminal,  administrative or investigative (other than action by or in
          the right of the  corporation) by reason of the fact that he is or was
          a director,  officer,  employee or agent of the corporation,  or is or
          was serving at the request of the corporation as a director,  officer,
          employee or agent of another corporation,  partnership, joint venture,
          trust or other  enterprise,  against  expenses  (including  attorneys'
          fees),  judgments,  fines and amounts paid in settlement  actually and
          reasonably incurred by the person in connection with such action, suit
          or  proceeding if he acted in good faith and in a manner he reasonably
          believed  to be in or  not  opposed  to  the  best  interests  of  the
          corporation,  and, with respect to any criminal  action or proceeding,
          had no  reasonable  cause to believe  his conduct  was  unlawful.  The
          termination  of any action,  suit or  proceeding  by judgment,  order,
          settlement,  conviction,  or  upon a plea of  nolo  contendere  or its
          equivalent, shall not, of itself, create a presumption that the person
          did not act in good faith and in a manner which he reasonably believed
          to be in or not opposed to the best interests of the corporation, and,
          with  respect to any criminal  action or  proceeding,  had  reasonable
          cause to believe that the person's conduct was unlawful.

     (b)  A corporation  shall have the power to indemnify any person who was or
          is a party  or is  threatened  to be made a party  to any  threatened,
          pending  or  completed  action  or  suit  by or in  the  right  of the
          corporation  to procure a judgment  in its favor by reason of the fact
          that  he is or was a  director,  officer,  employee  or  agent  of the
          corporation, or is or was serving at the request of the corporation as
          a  director,  officer,  employee  or  agent  of  another  corporation,
          partnership, joint venture, trust or other enterprise against expenses
          (including  attorneys'  fees) actually and reasonably  incurred by the
          person in connection  with the defense or settlement of such action or
          suit if he acted in good faith and in a manner he reasonably  believed
          to be in or not opposed to the best interests of the  corporation  and
          except that no indemnification  shall be made in respect of any claim,
          issue or matter as to which such person shall have been adjudged to be
          liable to the corporation unless and only to the extent that the Court
          of  Chancery  or the court in which  such  action or suit was  brought
          shall determine upon  application  that,  despite the  adjudication of
          liability  but in view  of all the  circumstances  of the  case,  such
          person  is  fairly  and  reasonably  entitled  to  indemnity  for such
          expenses  which the Court of  Chancery  or such other court shall deem
          proper.

     (c)  To the  extent  that a present  or former  director  or  officer  of a
          corporation  has been successful on the merits or otherwise in defense
          of any action,  suit or proceeding  referred to in subsections (a) and
          (b) of this  section,  or in  defense  of any  claim,  issue or matter
          therein,  such person shall be indemnified against expenses (including
          attorneys'  fees) actually and  reasonably  incurred by such person in
          connection therewith.

     (d)  Any  indemnification  under  subsections  (a) and (b) of this  section
          (unless ordered by a court) shall be made by the  corporation  only as
          authorized   in  the   specific   case  upon  a   determination   that
          indemnification of the present or former director,  officer,  employee
          or  agent  is  proper  in the  circumstances  because  he has  met the
          applicable standard of conduct set forth in subsections (a) and (b) of
          this  section.  Such  determination  shall be made,  with respect to a
          person who is a director or officer at the time of such  determination
          (1) by a majority  vote of the  directors  who are not parties to such
          action, suit or proceeding,  even though less than a quorum, or (2) by
          a committee  of such  directors  designated  by majority  vote of such
          directors, even though less than a quorum, or (3) if there are no such
          directors,  or if such  directors  so  direct,  by  independent  legal
          counsel in a written opinion, or (4) by the stockholders.

     (e)  Expenses  (including  attorneys'  fees)  incurred  by  an  officer  or
          director in defending a civil or criminal  action,  suit or proceeding
          may be paid by the corporation in advance of the final  disposition or
          such action,  suit or proceeding  upon receipt of an undertaking by or
          on behalf of such director or officer to repay such amount if it shall
          ultimately  be  determined  that  such  person is not  entitled  to be
          indemnified  by the  corporation  as authorized in this section.  Such
          expenses incurred by former directors and officers and other employees
          and agents may be so paid upon such terms and  conditions,  if any, as
          the corporation deems appropriate.

     (f)  The  indemnification  and  advancement  of  expenses  provided  by, or
          granted  pursuant to, the other  subsections of this section shall not
          be  deemed  exclusive  of any  other  rights  to which  those  seeking
          indemnification  or  advancement of expenses may be entitled under any
          by,  agreement,  vote of  stockholders or  disinterested  directors or
          otherwise, both as to action in such person's official capacity and as
          to action in another capacity while holding such office.

     (g)  A corporation  shall have power to purchase and maintain  insurance on
          behalf of any person who is or was a  director,  officer,  employee or
          agent of the  corporation,  or is or was serving at the request of the
          corporation  as a  director,  officer,  employee  or agent of  another
          corporation,  partnership,  joint venture,  trust or other  enterprise
          against any  liability  asserted  against  such person and incurred by
          such  person in any such  capacity,  or  arising  out of his status as
          such, whether or not the corporation would have the power to indemnify
          such person against such liability under this section.

     (h)  For purposes of this section,  references to the  "corporation"  shall
          include,  in addition to the resulting  corporation,  any  constituent
          corporation (including any constituent of a constituent) absorbed in a
          consolidation   or  merger  which,  if  its  separate   existence  had
          continued,  would have had the power and  authority to  indemnify  its
          directors,  officers,  and employees or agents, so that any person who
          is or was a director,  officer,  employee or agent of such constituent
          corporation,  or is or was serving at the request of such  constituent
          corporation  as a  director,  officer,  employee  or agent of  another
          corporation,  partnership,  joint venture,  trust or other enterprise,
          shall stand in the same  position  under this  section with respect to
          the resulting or surviving  corporation as such person would have with
          respect to such constituent  corporation if its separate existence had
          continued.

     (i)  For purposes of this section,  references to "other enterprises" shall
          include  employee  benefit plans,  references to "fines" shall include
          any excise  taxes  assessed on a person with  respect to any  employee
          benefit  plan,  and  references  to  "serving  at the  request  of the
          corporation"  shall  include  any  service  as  a  director,  officer,
          employee,  or agent with respect to any  employee  benefit  plan,  its
          participants  or  beneficiaries,  and a person who acted in good faith
          and in a manner such person reasonably  believed to be in the interest
          of the  participants  and  beneficiaries  of any employee benefit plan
          shall be deemed to have  acted in a manner  "not  opposed  to the best
          interests of the corporation" as referred to in this section.

     (j)  The  indemnification  and  advancement  of  expenses  provided  by, or
          granted  pursuant to, this section shall,  unless  otherwise  provided
          when authorized or ratified, continue as to a person who has ceased to
          be a  director,  officer,  employee  or agent and  shall  inure to the
          benefit of the heirs, executors and administrators of such a person.

     (k)  The Court of Chancery is hereby vested with exclusive  jurisdiction to
          hear  and  determine  all  actions  for  advancement  of  expenses  or
          indemnification  brought  under  this  section,  or under  any  bylaw,
          agreement,   vote  of  stockholders  or  disinterested  directors,  or
          otherwise.   The  Court  of  Chancery   may   summarily   determine  a
          corporation's  obligation to advance  expenses  (including  attorneys'
          fees).

Item 7.            Exemption from Registration Claimed

Not applicable.

Item 8.           Exhibits

     4.1  Form  of  Warrant  issued  pursuant  to the  Officers,  Directors  and
          Employees Stock Compensation Program - 1996

     4.2  Form  of  Warrant  issued  pursuant  to the  Officers,  Directors  and
          Employees Stock Compensation Program - 1998

     4.3  Form  of  Warrant  issued  pursuant  to the  Officers,  Directors  and
          Employees Stock Compensation Program - 2001

     4.4  Form  of  Warrant  issued  pursuant  to the  Officers,  Directors  and
          Employees Stock Compensation Program -2002

     4.5  Form  of  Warrant  issued  pursuant  to the  Officers,  Directors  and
          Employees Stock Compensation Program - 2003

     5.1  Opinion of Silverman Sclar Shin & Byrne PLLC

     23.1 Consent of Silverman Sclar Shin & Byrne PLLC (included in Exhibit 5.1)

     23.2 Consent of BDO Seidman, LLP

     24   Powers of Attorney (included on the signature page of the Registration
          Statement).

Item 9.           Undertakings

A.         The undersigned registrant hereby undertakes:

(1) To file,  during  any  period in which  offers or sales  are being  made,  a
post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act
of 1933;

(ii) To  reflect  in the  prospectus  any  facts or  events  arising  after  the
effective date of the registration  statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental  change in the information set forth in the registration  statement.
Notwithstanding the foregoing,  any increase or decrease in volume of securities
offered (if the total dollar value of  securities  offered would not exceed that
which  was  registered)  and any  deviation  from  the  low or  high  end of the
estimated  maximum  offering  range may be reflected  in the form of  prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume  and price  represent  no more than 20  percent  change in the
maximum  aggregate  offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;

(iii)  To  include  any  material  information  with  respect  to  the  plan  of
distribution  not  previously  disclosed  in the  registration  statement or any
material change to such information in the registration statement;

provided, however, that paragraphs (1)(i) and (1)(ii) herein do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is contained in periodic  reports filed with or furnished to the SEC
by the  Registrant  pursuant  to Section 13 or Section  15(d) of the  Securities
Exchange Act of 1934 that are  incorporated  by  reference in this  registration
statement

(2) That, for the purpose of determining  any liability under the Securities Act
of  1933,  each  such  post-effective   amendment  shall  deemed  to  be  a  new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3) To remove from  registration by means of a  post-effective  amendment any of
the securities  being  registered  which remain unsold at the termination of the
offering.

B.  The  undersigned   registrant   hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act of 1934 (and, where applicable,  each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the  registration  statement shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

C. Insofar as indemnification  for liabilities  arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
registrant pursuant to the foregoing provisions or otherwise, the registrant has
been advised that in the opinion of the Securities and Exchange  Commission such
indemnification  is against  public policy as expressed in the Securities Act of
1933  and  is   therefore   unenforceable.   In  the  event  that  a  claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against  public policy as expressed in the  Securities
Act of 1933, and will be governed by the final adjudication of such issue.
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the city of Philadelphia, state of Pennsylvania, on this 17 day
of November 2005.

                                          Hemispherx Biopharma, Inc.

                                     By: /s/ William A Carter
                                         ------------------------------------
                                          William A. Carter, M.D.,  President,
                                          Chief Executive Officer and Chairman
                                          of the Board
POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below constitutes and appoints William A. Carter, acting alone, his true
and lawful  attorney-in-fact  and agent,  with full  power of  substitution  and
resubstitution,  for such  person in his name,  place and stead,  in any and all
capacities,  in connection with the Registrant's  Registration Statement on Form
S-8 under the Securities Act of 1933, including, without limiting the generality
of the foregoing,  to sign the Registration  Statement in the name and on behalf
of the  Registrant or on behalf of the  undersigned  as a director or officer of
the  Registrant,  and any and all amendments or supplements to the  Registration
Statement,  including any and all stickers and post-effective  amendments to the
Registration  Statement,  and to file the same, with all exhibits  thereto,  and
other  documents  in  connection  therewith,  with the  Securities  and Exchange
Commission and any applicable securities exchange or securities  self-regulatory
body,  granting unto said  attorney-in-fact  and agents, each acting alone, full
power and authority to do and perform each and every act and thing requisite and
necessary  to be done in and about the  premises,  as fully to all  intents  and
purposes as he might or could do in person,  hereby ratifying and confirming all
that said attorneys-in-fact and agents, or their substitutes or substitute,  may
lawfully do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

                              Signature Title Date

/s/ William A. Carter               President, Chairman       November 17, 2005
------------------------------------and Chief Executive Officer
William A. Carter

/s/ Robert E. Peterson              Chief Financial Officer   November 17, 2005
-----------------------------------
Robert E. Peterson

/s/ Ransom Etheridge                Director                  November 17, 2005
-----------------------------------
Ransom Etheridge

/s/ William M. Mitchell             Director                  November __, 2005
----------------------------------
William M. Mitchell, M.D., Ph.D.

/s/ Richard Piani                   Director                  November 17, 2005
-----------------------------------
Richard Piani

/s/ Iraj-Eqhbal Kiani               Director                  November 17, 2005
-----------------------------------
Iraj-Eqhbal Kiani

/s/ Steven D. Spence                Director                  November 17, 2005
-----------------------------------
Steven D. Spence
Index to Exhibits

     4.1  Form  of  Warrant  issued  pursuant  to the  Officers,  Directors  and
          Employees Stock Compensation Program - 1996

     4.2  Form  of  Warrant  issued  pursuant  to the  Officers,  Directors  and
          Employees Stock Compensation Program - 1998

     4.3  Form  of  Warrant  issued  pursuant  to the  Officers,  Directors  and
          Employees Stock Compensation Program - 2001

     4.4  Form  of  Warrant  issued  pursuant  to the  Officers,  Directors  and
          Employees Stock Compensation Program -2002

     4.5  Form of Warrant  issued  pursuant to the Officers,  Directors and
          Employees Stock Compensation Program - 2003

     5.1  Opinion of Silverman Sclar Shin & Byrne PLLC.

     23.1 Consent of Silverman Sclar Shin & Byrne PLLC (included in Exhibit
               5.1)

     23.2 Consent of BDO Seidman, LLP