As filed with the Securities and Exchange Commission on November 20, 2008
                                            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 jurisdiction of (I.R.S. Employer
              incorporation or organization) Identification Number)

                               1617 JFK Boulevard
                        Philadelphia, Pennsylvania 19103
                                 (215) 988-0080
               (Address of Principal Executive Offices)(Zip Code)
                              --------------------

              HEMISPHERX BIOPHARMA, INC. 2007 EQUITY INCENTIVE PLAN
                            (full title of the plan)

                William A. Carter, M.D., Chief Executive Officer
                           Hemispherx Biopharma, Inc.
                               1617 JFK Boulevard
                        Philadelphia, Pennsylvania 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

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated filer, a non-accelerated  filer or a smaller reporting company.  See
definition  of "large  accelerated  filer,"  "accelerated  filer"  and  "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer  ( )                 Accelerated filer  (X)
Non-accelerated filer    ( )                 Smaller Reporting Company ( )


<PAGE>


<TABLE>
<CAPTION>

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

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

Shares of Common Stock,
$.001 par value, and Shares
of Common Stock issuable
upon exercise of
options/warrants   ..........  8,000,000           $0.39         $3,120,000        $122.62
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------

Total  Registration Fee..............                                              $122.62
=====================================================================================================
</TABLE>

(1) Includes  1,450,000 shares issuable upon exercise of outstanding  options of
the Registrant,  all of which were issued pursuant to the Hemispherx  Biopharma,
Inc. 2007 Equity Incentive Plan,  1,824,255 shares of common stock, all of which
were issued  pursuant to the Hemispherx  Biopharma,  Inc. 2007 Equity  Incentive
Plan and 4,725,745  additional  shares  reserved for future  issuance  under the
Hemispherx  Biopharma,  Inc. 2007 Equity  Incentive Plan and/or upon exercise of
stock options to be granted under the foregoing Plan.

(2)  Estimated  solely for the  purpose of  calculating  the  registration  fee.
Pursuant to Rule 457(c) and Rule 457(h) under the  Securities  Act, the proposed
maximum  offering price per share and the proposed  maximum  aggregate  offering
price  have  been  determined  on the basis of the  average  of the high and low
prices reported on the NYSE Alternext US on November 18, 2008.

(3) Pursuant to Rule 416(a) under the Securities Act of 1933, this  registration
statement also covers any additional securities that may be offered or issued in
connection with any stock split, stock dividend or similar transaction.





<PAGE>






                                       -5-

                                     PART I
                           INFORMATION REQUIRED IN THE
                            SECTION 10(A) PROSPECTUS

Item 1. Plan Information.

The information required by Part I is included in the documents sent or given to
participants  in the  Hemispherx  Biopharma,  Inc. 2007 Equity  Incentive  Plan,
pursuant to Rule  428(b)(1)  under the  Securities  Act of 1933, as amended (the
"Securities  Act"). Such documents are not required to be and are not filed with
the Securities and Exchange Commission (the "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 II of this Form S-8,  taken
together,  constitute a prospectus that meets the  requirements of Section 10(a)
of the Securities Act.

Item 2. Registrant Information and Employee Plan Annual Information.

Upon written or oral request, any of the documents  incorporated by reference in
Item  3  of  Part  II  of  this  Registration  Statement  (which  documents  are
incorporated  by reference in this Section 10(a)  Prospectus),  other  documents
required  to be  delivered  to  eligible  employees  pursuant  to Rule 428(b) or
additional  information  about  the  Hemispherx  Biopharma,   Inc.  2007  Equity
Incentive Plan are available without charge by contacting:  Corporate Secretary,
Hemispherx  Biopharma,  Inc.,  1617 JFK  Boulevard,  Philadelphia,  Pennsylvania
19103, Phone: (215) 988-0080.

                                     PART II
                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The Registrant is subject to the  informational  and reporting  requirements  of
Sections  13(a),  14 and 15(d) of the  Securities  and Exchange Act of 1934,  as
amended (the "Exchange Act"), and in accordance  therewith files reports,  proxy
statements and other information with the Commission.  The following  documents,
which are on file with the Commission (SEC File No.  1-13441),  are incorporated
in this Registration Statement by reference:

(a)   Our annual report on Form 10-K for our fiscal year ended December 31,2007.

(b)   Our quarterly reports on Form 10-Q for the quarters ended March 31, 2008,
      June 30, 2008 and September 30, 2008.

(c)   Our current  reports on Form 8-K filed with the  Commission on October 22,
      2008,  September 23, 2008,  September 17, 2008,  July 8, 2008, July 8,2008
      and March 10, 2008, and our amendment to our Current Report filed with the
      Commission on October 22, 2008,  which  amendment  also was filed with the
      Commission on October 22, 2008.

(d)   The Notice of Annual Meeting and definitive Proxy Statement filed with the
      Commission on July 30, 2008 in connection  with our 2008 Annual Meeting of
      Stockholders and Definitive  Additional  Materials related to that meeting
      filed with the Commission on October 23, 2008,  October 20, 2008,  October
      8, 2008 and September 24, 2008;

(e)   A description of our common stock contained in our registration  statement
      on Form S-1, SEC File No.  333-117178,  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  subsequently filed by the Registrant  pursuant to Sections 13(a),
13(c),  14 and 15(d) of the  Exchange  Act  after the date of this  Registration
Statement, and prior to the filing of a post-effective amendment which indicates
that all  securities  offered  hereby have been sold or which  de-registers  all
securities  then  remaining  unsold,  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 incorporated
or deemed to be incorporated by reference  herein 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 other  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 of this
Registration Statement.

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 any civil, criminal, administrative or investigative action, suit
     or  proceeding  may be paid by the  corporation  in  advance  of the  final
     disposition  of  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  (including  attorneys'  fees)  incurred by former
     directors  and officers or 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 law,  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 of the
     corporation  which  imposes  duties  on,  or  involves  services  by,  such
     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 an 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.

Exhibit No. Description

4.2  Hemispherx Biopharma, Inc. 2007 Equity Incentive Plan.(1)

5.1  Opinion of Silverman Sclar Shin & Byrne PLLC, legal counsel.

23.1 Consent of McGladrey & Pullen, LLP

23.2 Consent of BDO Seidman, LLP.

23.3 Consent of Silverman  Sclar Shin & Byrne PLLC,  legal counsel  (included in
     Exhibit 5.1).

24.1 Powers  of  Attorney  (included  in  Signature  Pages  to the  Registration
     Statement on Form S-8).


         (1)  Previously  filed as  Annex A to the  Company's  Definitive  Proxy
              Statement  on Schedule 14A (SEC File No.  1-13441)  filed with the
              Commission on or about May 11, 2007,  and  incorporated  herein by
              this reference.

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;  and (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  (a)(1)(i) and
  (a)(1)(ii)  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  Commission  by the  registrant  pursuant  to
  Section  13 or 15(d) of the  Exchange  Act of 1934  that are  incorporated  by
  reference in the Registration Statement.

(2) That, for the purpose of determining  any liability under the Securities Act
of  1933,  each  such  post-effective  amendment  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.

(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
Securities  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,
Hemispherx Biopharma,  Inc., 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 the 20 day of November, 2008.


HEMISPHERX BIOPHARMA, INC.
 (Registrant)

By:      s/ William A. Carter
         -----------------------------------
         William A. Carter, M.D.,
         Chief Executive Officer

                                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 on Form S-8 has been signed by the following persons in the capacities
indicated on the dates indicated.

Signature                           Title                           Date

/s/William A. Carter, M. D  Chairman of the Board,
--------------------------- Chief Executive Officer
William A. Carter, M.D.   (Principal Executive) and Director  November 18, 2008


/s/ Robert E. Peterson      Chief Financial Officer
--------------------------- and Chief Accounting Officer      November 17, 2008
Robert E. Peterson

/s/ Thomas K. Equels        Director
---------------------------                                   November 18, 2008
Thomas K. Equels


/s/ William M. Mitchell     Director
---------------------------                                   November 17, 2008
William M. Mitchell, M.D., Ph.D.


/s/ Richard C. Piani_       Director
---------------------------                                   November 18, 2008
Richard C. Piani


/s/ Iraj-Eqhbal Kiani, PhD. Director
---------------------------                                   November 18, 2008
Iraj-Eqhbal Kiani, Ph.D.



<PAGE>


Hemispherx Biopharma, Inc.
Form S-8
Index to Exhibits

Exhibit No.       Description

5.1      Opinion of Silverman Sclar Shin & Byrne PLLC, legal counsel.

23.1     Consent of McGladrey & Pullen, LLP
23.2     Consent of BDO Seidman, LLP.





<PAGE>



                                                               Exhibit 5.1

                        SILVERMAN SCLAR SHIN & BYRNE PLLC
                        381 Park Avenue South, Suite 1601
                            New York, New York 10016
                              Tel. No. 212-779-8600
                        Telecopy Number - (212) 779-8858

                                                          November 20, 2008

Board of Directors
Hemispherx Biopharma, Inc.
1617 JFK Boulevard
Philadelphia, Pennsylvania 19103



Re:       Registration Statement on Form S-8.

Ladies and Gentlemen:

In  connection  with  the  preparation  of  the  above-referenced   Registration
Statement (the "Registration  Statement"),  which is being filed on or about the
date of this letter on behalf of Hemispherx Biopharma,  Inc., a Delaware Company
(the  "Company"),  you have asked us to provide you this opinion letter pursuant
to the  requirements  of Form S-8 and in accordance  with Item 601 of Regulation
S-K  promulgated  by the Securities and Exchange  Commission.  The  Registration
Statement  relates to the  registration  under the  Securities  Act of 1933,  as
amended  (the  "Act") of the  following  shares of the  Company's  common  stock
(collectively,  the  "Shares"):  1,450,000  shares  issuable  upon  exercise  of
outstanding  options  issued  pursuant to the  Hemispherx  Biopharma,  Inc. 2007
Equity  Incentive  Plan (the  "Plan"),  1,824,255  shares (the "Issued  Shares")
issued pursuant to the Plan and 4,725,745  additional shares reserved for future
issuance  under the Plan  and/or upon  exercise  of stock  options to be granted
under the Plan.

In  connection  with this  opinion,  we have  examined and relied upon,  without
further  investigation,  the following in connection with rendering the opinions
expressed herein:  (a) the Plan; (b) the Registration  Statement;  (c) corporate
records,  including the Amended and Restated Certificate of Incorporation of the
Company,  the  Company's  Restated and Amended  By-laws and related  resolutions
adopted by the Board of Directors of the Company,  and (d) such other documents,
certificates,  records, and oral statements of public officials and the officers
of the Company as we deemed  necessary for the purpose of rendering the opinions
expressed herein.

In our  examinations,  we have assumed the  genuineness of all  signatures,  the
legal  capacity  of  all  natural  persons,   the  authenticity,   accuracy  and
completeness  of all documents  submitted to us as originals,  the conformity to
original documents of all documents submitted to us as certified,  conformed, or
photostatic  copies or by facsimile or electronic  mail, and the authenticity of
the originals from which such copies,  facsimiles,  or electronic  transmissions
were made.  In our  examination  of  documents  executed  by  persons,  legal or
natural,  other than the  Company,  we have  assumed  that such  persons had the
power,  corporate  or  otherwise,  to enter  into and  perform  all  obligations
thereunder  and that such  documents  are valid and binding.  In rendering  this
opinion,  we have assumed without  investigation  that the certificates or other
records  evidencing  the  Shares  issued or to be issued  under the Plan or upon
exercise  of  options  issued or to be issued  under the Plan and the  ownership
thereof  will be in  proper  form and will be duly and  properly  completed  and
properly executed.

Based upon and subject to the foregoing and the balance of this opinion,  we are
of the opinion that:  (i) the Shares are duly and validly  authorized,  (ii) the
Issued Shares are legally issued,  fully paid and are  nonassessable,  (iii) all
Shares  issuable upon exercise of options issued or to be issued under the Plan,
when issued in accordance with the terms of such options,  including  payment of
the  exercise   prices  thereof,   will  be  legally  issued,   fully  paid  and
nonassessable,  and (iv) all  other  Shares to be  issued  under the Plan,  when
issued  in  accordance  with the  terms of the Plan,  including  payment  of the
consideration therefor, will be legally issued, fully paid and nonassessable.

This opinion  letter is limited to the  specific  legal issues that it expressly
addresses,  and no  opinion  may be  inferred  or  implied  beyond  the  matters
expressly  set  forth  herein.  We  express  no  opinion  as to  the  law of any
jurisdiction other than the General Corporation Law of the State of Delaware, as
amended.  No opinion  is  expressed  as to the effect  that the law of any other
jurisdiction  may have upon the subject matter of the opinion  expressed  herein
under conflicts of law principles, rules and regulations or otherwise.

We consent to the filing of this opinion letter, or a reproduction  thereof,  as
an exhibit to the Registration  Statement.  In giving such consent,  however, we
are not  admitting  that we are within the category of persons  whose consent is
required under Section 7 of the Act, or the rules or regulations  promulgated by
the Securities and Exchange Commission thereunder.

This  opinion  letter is  rendered on the date set forth  above,  and we have no
continuing  obligation  hereunder to inform you of changes in the applicable law
or the facts  after such date or facts of which we have  become  aware after the
date  hereof,  even  though  such  changes or facts  could  affect our  opinions
expressed herein.

This  opinion  is  furnished  to  you  in  connection  with  the  filing  of the
Registration  Statement and is not to be used,  circulated,  quoted or otherwise
relied upon for any other purposes.


                                            Very truly yours,


                                         /s/Silverman Sclar Shin & Byrne PLLC
                                        --------------------------------------
                                          Silverman Sclar Shin & Byrne PLLC



<PAGE>



                                                             Exhibit 23.1
                            McGladrey & Pullen, LLP
                          One Valley Square, Ste. 250
                             512 Township Line Road
                            Blue Bell, PA 19422-2700
                              Office 215-641-8600
                                Fax 215-641-8680




            Consent of Independent Registered Public Accounting Firm



We consent to the incorporation by reference in this  Registration  Statement on
Form S-8 of  Hemispherx  Biopharma,  Inc. and  Subsidiaries  of our report dated
March 17, 2008 relating to our audits of the consolidated  financial statements,
the financial statement schedule and internal control over financial  reporting,
which appears in the Annual Report on Form 10-K of  Hemispherx  Biopharma,  Inc.
and Subsidiaries for the year ended December 31, 2007.

/s/ McGladrey & Pullen, LLP

Blue Bell, Pennsylvania
November 20, 2008



<PAGE>



                                                              Exhibit 23.2

                                   Letterhead
                                BDO Seidman, LLP





            Consent of Independent Registered Public Accounting Firm

Hemispherx Biopharma, Inc.
Philadelphia, Pennsylvania

We  hereby  consent  to  the   incorporation  by  reference  in  the  Prospectus
constituting a part of this  Registration  Statement of our report dated June 1,
2006,  relating to the December 31, 2005 consolidated  financial  statements and
financial  statement schedules of Hemispherx  Biopharma,  Inc. and Subsidiaries,
appearing in the Annual  Report on Form 10-K of Hemispherx  Biopharma,  Inc. for
the year ended December 31, 2007.

/s/ BDO Seidman, LLP

Philadelphia, Pennsylvania
November 20, 2008
[{"type": "S-8", "sequence": "1", "filename": "rs8_112008.txt", "secsgml_size_bytes": 36417}]
{"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": "333-155528", "film-number": "081204394"}, "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 20, 2008
                                            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 jurisdiction of (I.R.S. Employer
              incorporation or organization) Identification Number)

                               1617 JFK Boulevard
                        Philadelphia, Pennsylvania 19103
                                 (215) 988-0080
               (Address of Principal Executive Offices)(Zip Code)
                              --------------------

              HEMISPHERX BIOPHARMA, INC. 2007 EQUITY INCENTIVE PLAN
                            (full title of the plan)

                William A. Carter, M.D., Chief Executive Officer
                           Hemispherx Biopharma, Inc.
                               1617 JFK Boulevard
                        Philadelphia, Pennsylvania 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

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated filer, a non-accelerated  filer or a smaller reporting company.  See
definition  of "large  accelerated  filer,"  "accelerated  filer"  and  "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer  ( )                 Accelerated filer  (X)
Non-accelerated filer    ( )                 Smaller Reporting Company ( )
CALCULATION OF REGISTRATION FEE
=====================================================================================================
Proposed
                                                 Proposed         Maximum
        Title of Securities    Amount to be       Maximum        Aggregate
          to be Registered     Registered(1)   Offering Price     Offering           Amount of
                                                Per Share(2)      Price(2)       Registration Fee
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------

Shares of Common Stock,
$.001 par value, and Shares
of Common Stock issuable
upon exercise of
options/warrants   ..........  8,000,000           $0.39         $3,120,000        $122.62
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------

Total  Registration Fee..............                                              $122.62
=====================================================================================================
(1) Includes  1,450,000 shares issuable upon exercise of outstanding  options of
the Registrant,  all of which were issued pursuant to the Hemispherx  Biopharma,
Inc. 2007 Equity Incentive Plan,  1,824,255 shares of common stock, all of which
were issued  pursuant to the Hemispherx  Biopharma,  Inc. 2007 Equity  Incentive
Plan and 4,725,745  additional  shares  reserved for future  issuance  under the
Hemispherx  Biopharma,  Inc. 2007 Equity  Incentive Plan and/or upon exercise of
stock options to be granted under the foregoing Plan.

(2)  Estimated  solely for the  purpose of  calculating  the  registration  fee.
Pursuant to Rule 457(c) and Rule 457(h) under the  Securities  Act, the proposed
maximum  offering price per share and the proposed  maximum  aggregate  offering
price  have  been  determined  on the basis of the  average  of the high and low
prices reported on the NYSE Alternext US on November 18, 2008.

(3) Pursuant to Rule 416(a) under the Securities Act of 1933, this  registration
statement also covers any additional securities that may be offered or issued in
connection with any stock split, stock dividend or similar transaction.
-5-

                                     PART I
                           INFORMATION REQUIRED IN THE
                            SECTION 10(A) PROSPECTUS

Item 1. Plan Information.

The information required by Part I is included in the documents sent or given to
participants  in the  Hemispherx  Biopharma,  Inc. 2007 Equity  Incentive  Plan,
pursuant to Rule  428(b)(1)  under the  Securities  Act of 1933, as amended (the
"Securities  Act"). Such documents are not required to be and are not filed with
the Securities and Exchange Commission (the "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 II of this Form S-8,  taken
together,  constitute a prospectus that meets the  requirements of Section 10(a)
of the Securities Act.

Item 2. Registrant Information and Employee Plan Annual Information.

Upon written or oral request, any of the documents  incorporated by reference in
Item  3  of  Part  II  of  this  Registration  Statement  (which  documents  are
incorporated  by reference in this Section 10(a)  Prospectus),  other  documents
required  to be  delivered  to  eligible  employees  pursuant  to Rule 428(b) or
additional  information  about  the  Hemispherx  Biopharma,   Inc.  2007  Equity
Incentive Plan are available without charge by contacting:  Corporate Secretary,
Hemispherx  Biopharma,  Inc.,  1617 JFK  Boulevard,  Philadelphia,  Pennsylvania
19103, Phone: (215) 988-0080.

                                     PART II
                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The Registrant is subject to the  informational  and reporting  requirements  of
Sections  13(a),  14 and 15(d) of the  Securities  and Exchange Act of 1934,  as
amended (the "Exchange Act"), and in accordance  therewith files reports,  proxy
statements and other information with the Commission.  The following  documents,
which are on file with the Commission (SEC File No.  1-13441),  are incorporated
in this Registration Statement by reference:

(a)   Our annual report on Form 10-K for our fiscal year ended December 31,2007.

(b)   Our quarterly reports on Form 10-Q for the quarters ended March 31, 2008,
      June 30, 2008 and September 30, 2008.

(c)   Our current  reports on Form 8-K filed with the  Commission on October 22,
      2008,  September 23, 2008,  September 17, 2008,  July 8, 2008, July 8,2008
      and March 10, 2008, and our amendment to our Current Report filed with the
      Commission on October 22, 2008,  which  amendment  also was filed with the
      Commission on October 22, 2008.

(d)   The Notice of Annual Meeting and definitive Proxy Statement filed with the
      Commission on July 30, 2008 in connection  with our 2008 Annual Meeting of
      Stockholders and Definitive  Additional  Materials related to that meeting
      filed with the Commission on October 23, 2008,  October 20, 2008,  October
      8, 2008 and September 24, 2008;

(e)   A description of our common stock contained in our registration  statement
      on Form S-1, SEC File No.  333-117178,  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  subsequently filed by the Registrant  pursuant to Sections 13(a),
13(c),  14 and 15(d) of the  Exchange  Act  after the date of this  Registration
Statement, and prior to the filing of a post-effective amendment which indicates
that all  securities  offered  hereby have been sold or which  de-registers  all
securities  then  remaining  unsold,  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 incorporated
or deemed to be incorporated by reference  herein 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 other  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 of this
Registration Statement.

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 any civil, criminal, administrative or investigative action, suit
     or  proceeding  may be paid by the  corporation  in  advance  of the  final
     disposition  of  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  (including  attorneys'  fees)  incurred by former
     directors  and officers or 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 law,  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 of the
     corporation  which  imposes  duties  on,  or  involves  services  by,  such
     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 an 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.

Exhibit No. Description

4.2  Hemispherx Biopharma, Inc. 2007 Equity Incentive Plan.(1)

5.1  Opinion of Silverman Sclar Shin & Byrne PLLC, legal counsel.

23.1 Consent of McGladrey & Pullen, LLP

23.2 Consent of BDO Seidman, LLP.

23.3 Consent of Silverman  Sclar Shin & Byrne PLLC,  legal counsel  (included in
     Exhibit 5.1).

24.1 Powers  of  Attorney  (included  in  Signature  Pages  to the  Registration
     Statement on Form S-8).

         (1)  Previously  filed as  Annex A to the  Company's  Definitive  Proxy
              Statement  on Schedule 14A (SEC File No.  1-13441)  filed with the
              Commission on or about May 11, 2007,  and  incorporated  herein by
              this reference.

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;  and (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  (a)(1)(i) and
  (a)(1)(ii)  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  Commission  by the  registrant  pursuant  to
  Section  13 or 15(d) of the  Exchange  Act of 1934  that are  incorporated  by
  reference in the Registration Statement.

(2) That, for the purpose of determining  any liability under the Securities Act
of  1933,  each  such  post-effective  amendment  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.

(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
Securities  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,
Hemispherx Biopharma,  Inc., 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 the 20 day of November, 2008.

HEMISPHERX BIOPHARMA, INC.
 (Registrant)

By:      s/ William A. Carter
         -----------------------------------
         William A. Carter, M.D.,
         Chief Executive Officer

                                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 on Form S-8 has been signed by the following persons in the capacities
indicated on the dates indicated.

Signature                           Title                           Date

/s/William A. Carter, M. D  Chairman of the Board,
--------------------------- Chief Executive Officer
William A. Carter, M.D.   (Principal Executive) and Director  November 18, 2008

/s/ Robert E. Peterson      Chief Financial Officer
--------------------------- and Chief Accounting Officer      November 17, 2008
Robert E. Peterson

/s/ Thomas K. Equels        Director
---------------------------                                   November 18, 2008
Thomas K. Equels

/s/ William M. Mitchell     Director
---------------------------                                   November 17, 2008
William M. Mitchell, M.D., Ph.D.

/s/ Richard C. Piani_       Director
---------------------------                                   November 18, 2008
Richard C. Piani

/s/ Iraj-Eqhbal Kiani, PhD. Director
---------------------------                                   November 18, 2008
Iraj-Eqhbal Kiani, Ph.D.
Hemispherx Biopharma, Inc.
Form S-8
Index to Exhibits

Exhibit No.       Description

5.1      Opinion of Silverman Sclar Shin & Byrne PLLC, legal counsel.

23.1     Consent of McGladrey & Pullen, LLP
23.2     Consent of BDO Seidman, LLP.
Exhibit 5.1

                        SILVERMAN SCLAR SHIN & BYRNE PLLC
                        381 Park Avenue South, Suite 1601
                            New York, New York 10016
                              Tel. No. 212-779-8600
                        Telecopy Number - (212) 779-8858

                                                          November 20, 2008

Board of Directors
Hemispherx Biopharma, Inc.
1617 JFK Boulevard
Philadelphia, Pennsylvania 19103

Re:       Registration Statement on Form S-8.

Ladies and Gentlemen:

In  connection  with  the  preparation  of  the  above-referenced   Registration
Statement (the "Registration  Statement"),  which is being filed on or about the
date of this letter on behalf of Hemispherx Biopharma,  Inc., a Delaware Company
(the  "Company"),  you have asked us to provide you this opinion letter pursuant
to the  requirements  of Form S-8 and in accordance  with Item 601 of Regulation
S-K  promulgated  by the Securities and Exchange  Commission.  The  Registration
Statement  relates to the  registration  under the  Securities  Act of 1933,  as
amended  (the  "Act") of the  following  shares of the  Company's  common  stock
(collectively,  the  "Shares"):  1,450,000  shares  issuable  upon  exercise  of
outstanding  options  issued  pursuant to the  Hemispherx  Biopharma,  Inc. 2007
Equity  Incentive  Plan (the  "Plan"),  1,824,255  shares (the "Issued  Shares")
issued pursuant to the Plan and 4,725,745  additional shares reserved for future
issuance  under the Plan  and/or upon  exercise  of stock  options to be granted
under the Plan.

In  connection  with this  opinion,  we have  examined and relied upon,  without
further  investigation,  the following in connection with rendering the opinions
expressed herein:  (a) the Plan; (b) the Registration  Statement;  (c) corporate
records,  including the Amended and Restated Certificate of Incorporation of the
Company,  the  Company's  Restated and Amended  By-laws and related  resolutions
adopted by the Board of Directors of the Company,  and (d) such other documents,
certificates,  records, and oral statements of public officials and the officers
of the Company as we deemed  necessary for the purpose of rendering the opinions
expressed herein.

In our  examinations,  we have assumed the  genuineness of all  signatures,  the
legal  capacity  of  all  natural  persons,   the  authenticity,   accuracy  and
completeness  of all documents  submitted to us as originals,  the conformity to
original documents of all documents submitted to us as certified,  conformed, or
photostatic  copies or by facsimile or electronic  mail, and the authenticity of
the originals from which such copies,  facsimiles,  or electronic  transmissions
were made.  In our  examination  of  documents  executed  by  persons,  legal or
natural,  other than the  Company,  we have  assumed  that such  persons had the
power,  corporate  or  otherwise,  to enter  into and  perform  all  obligations
thereunder  and that such  documents  are valid and binding.  In rendering  this
opinion,  we have assumed without  investigation  that the certificates or other
records  evidencing  the  Shares  issued or to be issued  under the Plan or upon
exercise  of  options  issued or to be issued  under the Plan and the  ownership
thereof  will be in  proper  form and will be duly and  properly  completed  and
properly executed.

Based upon and subject to the foregoing and the balance of this opinion,  we are
of the opinion that:  (i) the Shares are duly and validly  authorized,  (ii) the
Issued Shares are legally issued,  fully paid and are  nonassessable,  (iii) all
Shares  issuable upon exercise of options issued or to be issued under the Plan,
when issued in accordance with the terms of such options,  including  payment of
the  exercise   prices  thereof,   will  be  legally  issued,   fully  paid  and
nonassessable,  and (iv) all  other  Shares to be  issued  under the Plan,  when
issued  in  accordance  with the  terms of the Plan,  including  payment  of the
consideration therefor, will be legally issued, fully paid and nonassessable.

This opinion  letter is limited to the  specific  legal issues that it expressly
addresses,  and no  opinion  may be  inferred  or  implied  beyond  the  matters
expressly  set  forth  herein.  We  express  no  opinion  as to  the  law of any
jurisdiction other than the General Corporation Law of the State of Delaware, as
amended.  No opinion  is  expressed  as to the effect  that the law of any other
jurisdiction  may have upon the subject matter of the opinion  expressed  herein
under conflicts of law principles, rules and regulations or otherwise.

We consent to the filing of this opinion letter, or a reproduction  thereof,  as
an exhibit to the Registration  Statement.  In giving such consent,  however, we
are not  admitting  that we are within the category of persons  whose consent is
required under Section 7 of the Act, or the rules or regulations  promulgated by
the Securities and Exchange Commission thereunder.

This  opinion  letter is  rendered on the date set forth  above,  and we have no
continuing  obligation  hereunder to inform you of changes in the applicable law
or the facts  after such date or facts of which we have  become  aware after the
date  hereof,  even  though  such  changes or facts  could  affect our  opinions
expressed herein.

This  opinion  is  furnished  to  you  in  connection  with  the  filing  of the
Registration  Statement and is not to be used,  circulated,  quoted or otherwise
relied upon for any other purposes.

                                            Very truly yours,

                                         /s/Silverman Sclar Shin & Byrne PLLC
                                        --------------------------------------
                                          Silverman Sclar Shin & Byrne PLLC
Exhibit 23.1
                            McGladrey & Pullen, LLP
                          One Valley Square, Ste. 250
                             512 Township Line Road
                            Blue Bell, PA 19422-2700
                              Office 215-641-8600
                                Fax 215-641-8680

            Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in this  Registration  Statement on
Form S-8 of  Hemispherx  Biopharma,  Inc. and  Subsidiaries  of our report dated
March 17, 2008 relating to our audits of the consolidated  financial statements,
the financial statement schedule and internal control over financial  reporting,
which appears in the Annual Report on Form 10-K of  Hemispherx  Biopharma,  Inc.
and Subsidiaries for the year ended December 31, 2007.

/s/ McGladrey & Pullen, LLP

Blue Bell, Pennsylvania
November 20, 2008
Exhibit 23.2

                                   Letterhead
                                BDO Seidman, LLP

            Consent of Independent Registered Public Accounting Firm

Hemispherx Biopharma, Inc.
Philadelphia, Pennsylvania

We  hereby  consent  to  the   incorporation  by  reference  in  the  Prospectus
constituting a part of this  Registration  Statement of our report dated June 1,
2006,  relating to the December 31, 2005 consolidated  financial  statements and
financial  statement schedules of Hemispherx  Biopharma,  Inc. and Subsidiaries,
appearing in the Annual  Report on Form 10-K of Hemispherx  Biopharma,  Inc. for
the year ended December 31, 2007.

/s/ BDO Seidman, LLP

Philadelphia, Pennsylvania
November 20, 2008