As filed with the Securities and Exchange Commission on September 10, 2004
                                           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)


                      2003 DIRECTORS COMPENSATION PLAN; and
                      HEMISPHERX 2004 EQUITY INCENTIVE PLAN
                            (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


<PAGE>

<TABLE>
<CAPTION>

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

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

Shares of Common Stock, $.001 par            9,000,000               $2.56        $23,040,000         $2,919.17
value   ............................
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------

Total Registration Fee..............                                                                  $2,919.17
======================================================================================================================
</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)  Estimated  solely for the  purpose of  computing  the  registration  fee in
accordance with Rules 457(c) of the Securities Act based on the closing price of
the shares of common  stock of the  Registrant  reported on the  American  Stock
Exchange on September 8, 2004.






<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The  documents  containing   information  specified  in  Part  I  (plan
information  and registrant  information)  will be sent or given to employees as
specified  by  Rule  428(b)(1).  Such  documents  need  not be  filed  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 II of this form taken together constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act of
1933.


                                     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 amended  annual  report on Form 10-K for our fiscal year ended  December
31, 2003, File No. 1-13441.

(b) Our quarterly  report on Form 10-Q for the quarterly  period ended March 31,
2004, File No. 1-13441.

(c) Our proxy  statement on schedule 14A for our 2004 annual  meeting,  File No.
1-13441.

(d) Our current report on Form 8-K filed on July 15, 2004, File No. 1-13441.

(e) Our current report on Form 8-K filed on August 2, 2004, File No. 1-13441.

(f) Our current report on Form 8-K filed on August 6, 2004, File No. 1-13441.

(g) Our quarterly  report on Form 10-Q for the  quarterly  period ended June 30,
2004, File No. 1-13441.

(h) Our Registration  Statement on Form S-1, SEC File No.  333-117178,  declared
effective by the SEC on August 2, 2004.

(i) A description of our common stock contained in our registration statement on
Form S-1, 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  2003 Directors Compensation Plan

4.2  Hemispherx 2004 Equity Incentive Plan*

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, independent registered public accountants.

23.3 Consent of Eisner LLP, independent registered public accountants.

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

*  Incorporated  by reference  from  Appendix A to the  Registrant's  Definitive
Schedule 14A (proxy  statement) for the 2004 Annual Meeting of Stockholders (No.
1-13441) filed on May 20, 2004.


<PAGE>



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;

                  (ii) To reflect in the  Prospectus any facts or events arising
         after the effective  date of this  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 this Registration Statement; and

                  (iii) To include any material  information with respect to the
         plan of  distribution  not  previously  disclosed in this  Registration
         Statement  or  any  material   change  to  such   information  in  this
         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 by the  registrant  pursuant  to Section 13 or
         Section 15(d) of the Exchange Act that are incorporated by reference in
         this Registration Statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act, 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,  each  filing  of  the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  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 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 SEC such  indemnification
is against public policy as expressed in the  Securities Act 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 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 9th day
of September 2004.


                                                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, Chief     September 9, 2004
---------------------------  Executive Officer and Director
William A. Carter

/s/Robert E. Peterson        Chief Financial Officer        September 9, 2004
---------------------------
Robert E. Peterson


/s/Ransom Etheridge          Director                       September 9, 2004
---------------------------
Ransom Etheridge


/s/Richard Piani             Director                       September 9, 2004
---------------------------
Richard Piani

____________________         Director                       September __, 2004
Iraj-Eqhbal Kiani


/s/Antoni Esteve                Director                       September 9, 2004
---------------------------
Antoni Esteve


/s/William Mitchell            Director                      September 9, 2004
---------------------------
William Mitchell



<PAGE>



                                Index to Exhibits


4.1   2003 Directors Compensation Plan

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, independent registered public accountants.

23.3  Consent of Eisner LLP, independent registered public accountants.

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


<PAGE>


                                                                Exhibit 4.1


                           HEMISPHERX BIOPHARMA, INC.
                          DIRECTOR'S COMPENSATION PLAN

1.       Purpose.

         The 2003 Director's  compensation  plan is intended to provide a method
         whereby  non-employee  members of the Board of Directors of  Hemispherx
         Biopharma,  Inc.  receive fair  compensation  with incentives for their
         duties as members of the board.

2.       Administration of Plan.

         The plan shall be  administered  by the  Compensation  Committee of the
         Board of Directors.  The Committee is authorized to interpret the plan,
         to prescribe, amend and rescind rules and regulations relating to it.

3.       Compensation.

         For the  ten  year  period  commencing  January  1,  2003,  each of the
         directors then serving shall receive annual  director's fees consisting
         of $50,000  ("Cash  Compensation")  and  shares of common  stock of the
         company  having a value of  $50,000  ("Share  Compensation").  The Cash
         Compensation  and Share  Compensation  shall be paid  quarterly in each
         year  ("Quarterly  Payment")  on March 31,  June 30,  September  30 and
         December 31. The Share  Compensation  Quarterly  Payment  shall be that
         number of shares of the Company's  common stock having a value equal to
         $12,500,  with the value of the shares being  determined by the closing
         share  price  of the  Company's  common  stock  on the  American  Stock
         Exchange on the last trading day preceding the Quarterly Payment.

4.       Limitation on Share Compensation.

         In no event  shall the number of shares  issued for Share  Compensation
         exceed  in the  aggregate  for the ten  year  period  1,000,000  shares
         ("Share  Limit").  In the event  the Share  Limit  would  otherwise  be
         exceeded  by  any  Share  Compensation  Quarterly  Payment  such  Share
         compensation Quarterly Payment shall be changed into and made as a Cash
         Compensation Quarterly Payment.

5.       Eligibility.

         All members of the Board of  Directors  that are not  employees  of the
         company and attend at least one board meeting per calendar quarter.

This plan was approved by the Board of Directors on September 9, 2003.

   /s/Ransom W. Etheridge
   --------------------------
   Ransom W. Etheridge, Secretary



<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
                                                           September 9, 2004
Board of Directors
Hemispherx Biopharma, Inc.
1617 JFK Boulevard
Philadelphia, PA 19103

Re:      Hemispherx Biopharma, Inc. - Registration Statement on Form S-8
         ---------------------------------------------------------------

Gentlemen:

At your request,  we have examined the Registration  Statement on Form S-8 to be
filed with the Securities and Exchange Commission (the "SEC") in connection with
the registration  under the Securities Act of 1933, as amended,  of an aggregate
of  9,000,000  shares  (the  "Shares")  of your  common  stock,  $.001 par value
("Common  Stock")  issuable from time to time in connection  with the Hemispherx
Biopharma,  Inc. 2003 Directors  Compensation Plan and the Hemispherx Biopharma,
Inc. 2004 Equity Incentive Plan (collectively, the "Plans").

We have  reviewed and are familiar  with such  corporate  proceedings  and other
matters as we have deemed necessary for this opinion.  Based upon the foregoing,
it is our opinion that the Shares,  when issued and outstanding  pursuant to the
terms of the Plans, will be validly issued, fully paid and nonassessable.

This opinion is limited to matters  governed by the General  Corporation  Law of
the State of Delaware.  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.

This opinion is limited to the specific issues addressed herein,  and no opinion
may be inferred or implied  beyond that expressly  stated  herein.  We assume no
obligation to revise or supplement  this opinion  should the present laws of the
State of  Delaware  be changed  by  legislative  action,  judicial  decision  or
otherwise.

We  hereby  consent  to  the  filing  of  this  opinion  as  Exhibit  5.1 to the
Registration  Statement  and to the use of our name  under  the  caption  "Legal
Matters" in the Registration  Statement and in the Prospectus  included therein.
In giving this consent,  we do not thereby admit that we are within the category
of persons whose consent is required under Section 7 of the Act or the rules and
regulations of the Securities and Exchange Commission promulgated thereunder.

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 23.2


              CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS


Hemispherx Biopharma, Inc.
Philadelphia, Pennsylvania


We  hereby  consent  to the  incorporation  by  reference  in this  Registration
Statement  on Form S-8 of our report  dated  February  13, 2004  relating to the
consolidated financial statements of Hemispherx Biopharma, Inc. and subsidiaries
appearing  in the  Company's  Annual  Report on Form  10-K/A  for the year ended
December 31, 2003.



/s/  BDO Seidman, LLP
---------------------
BDO Seidman, LLP

Philadelphia, Pennsylvania
September 10, 2004




<PAGE>


                                                                Exhibit 23.3




            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


We  hereby  consent  to the  incorporation  by  reference  in  the  Registration
Statement on Form S-8 of Hemispherx  Biopharma,  Inc. of our reports dated March
18,  2004 and June 10,  2003 on our  audits of  Interferon  Sciences,  Inc.  and
subsidiary's  consolidated financial statements as of December 31, 2003 and 2002
and for each of the years in the  three-year  period  ended  December  31,  2003
included in  Hemispherx  Biopharma,  Inc.'s  Registration  Statement on Form S-1
(File No.  333-117178).  We also audited  Schedule II - Valuation and Qualifying
Accounts of  Interferon  Sciences,  Inc. for the years ended  December 31, 2003,
2002 and 2001.



/s/ Eisner LLP
-----------
Eisner LLP

New York, New York
September 8, 2004
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As filed with the Securities and Exchange Commission on September 10, 2004
                                           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)

                      2003 DIRECTORS COMPENSATION PLAN; and
                      HEMISPHERX 2004 EQUITY INCENTIVE PLAN
                            (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
CALCULATION OF REGISTRATION FEE
======================================================================================================================
Proposed        Proposed
        Title of Securities                                         Maximum         Maximum           Amount of
          to be Registered           Amount to be Registered(1) Offering Price     Aggregate      Registration Fee
                                                                 Per Share(2)   Offering Price
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------

Shares of Common Stock, $.001 par            9,000,000               $2.56        $23,040,000         $2,919.17
value   ............................
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------

Total Registration Fee..............                                                                  $2,919.17
======================================================================================================================
(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)  Estimated  solely for the  purpose of  computing  the  registration  fee in
accordance with Rules 457(c) of the Securities Act based on the closing price of
the shares of common  stock of the  Registrant  reported on the  American  Stock
Exchange on September 8, 2004.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

         The  documents  containing   information  specified  in  Part  I  (plan
information  and registrant  information)  will be sent or given to employees as
specified  by  Rule  428(b)(1).  Such  documents  need  not be  filed  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 II of this form taken together constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act of
1933.

                                     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 amended  annual  report on Form 10-K for our fiscal year ended  December
31, 2003, File No. 1-13441.

(b) Our quarterly  report on Form 10-Q for the quarterly  period ended March 31,
2004, File No. 1-13441.

(c) Our proxy  statement on schedule 14A for our 2004 annual  meeting,  File No.
1-13441.

(d) Our current report on Form 8-K filed on July 15, 2004, File No. 1-13441.

(e) Our current report on Form 8-K filed on August 2, 2004, File No. 1-13441.

(f) Our current report on Form 8-K filed on August 6, 2004, File No. 1-13441.

(g) Our quarterly  report on Form 10-Q for the  quarterly  period ended June 30,
2004, File No. 1-13441.

(h) Our Registration  Statement on Form S-1, SEC File No.  333-117178,  declared
effective by the SEC on August 2, 2004.

(i) A description of our common stock contained in our registration statement on
Form S-1, 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  2003 Directors Compensation Plan

4.2  Hemispherx 2004 Equity Incentive Plan*

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, independent registered public accountants.

23.3 Consent of Eisner LLP, independent registered public accountants.

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

*  Incorporated  by reference  from  Appendix A to the  Registrant's  Definitive
Schedule 14A (proxy  statement) for the 2004 Annual Meeting of Stockholders (No.
1-13441) filed on May 20, 2004.
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;

                  (ii) To reflect in the  Prospectus any facts or events arising
         after the effective  date of this  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 this Registration Statement; and

                  (iii) To include any material  information with respect to the
         plan of  distribution  not  previously  disclosed in this  Registration
         Statement  or  any  material   change  to  such   information  in  this
         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 by the  registrant  pursuant  to Section 13 or
         Section 15(d) of the Exchange Act that are incorporated by reference in
         this Registration Statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act, 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,  each  filing  of  the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  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 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 SEC such  indemnification
is against public policy as expressed in the  Securities Act 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 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 9th day
of September 2004.

                                                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, Chief     September 9, 2004
---------------------------  Executive Officer and Director
William A. Carter

/s/Robert E. Peterson        Chief Financial Officer        September 9, 2004
---------------------------
Robert E. Peterson

/s/Ransom Etheridge          Director                       September 9, 2004
---------------------------
Ransom Etheridge

/s/Richard Piani             Director                       September 9, 2004
---------------------------
Richard Piani

____________________         Director                       September __, 2004
Iraj-Eqhbal Kiani

/s/Antoni Esteve                Director                       September 9, 2004
---------------------------
Antoni Esteve

/s/William Mitchell            Director                      September 9, 2004
---------------------------
William Mitchell
Index to Exhibits

4.1   2003 Directors Compensation Plan

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, independent registered public accountants.

23.3  Consent of Eisner LLP, independent registered public accountants.

24.1  Powers of Attorney (included in Signature Pages to this Registration
      Statement on Form S-8).
Exhibit 4.1

                           HEMISPHERX BIOPHARMA, INC.
                          DIRECTOR'S COMPENSATION PLAN

1.       Purpose.

         The 2003 Director's  compensation  plan is intended to provide a method
         whereby  non-employee  members of the Board of Directors of  Hemispherx
         Biopharma,  Inc.  receive fair  compensation  with incentives for their
         duties as members of the board.

2.       Administration of Plan.

         The plan shall be  administered  by the  Compensation  Committee of the
         Board of Directors.  The Committee is authorized to interpret the plan,
         to prescribe, amend and rescind rules and regulations relating to it.

3.       Compensation.

         For the  ten  year  period  commencing  January  1,  2003,  each of the
         directors then serving shall receive annual  director's fees consisting
         of $50,000  ("Cash  Compensation")  and  shares of common  stock of the
         company  having a value of  $50,000  ("Share  Compensation").  The Cash
         Compensation  and Share  Compensation  shall be paid  quarterly in each
         year  ("Quarterly  Payment")  on March 31,  June 30,  September  30 and
         December 31. The Share  Compensation  Quarterly  Payment  shall be that
         number of shares of the Company's  common stock having a value equal to
         $12,500,  with the value of the shares being  determined by the closing
         share  price  of the  Company's  common  stock  on the  American  Stock
         Exchange on the last trading day preceding the Quarterly Payment.

4.       Limitation on Share Compensation.

         In no event  shall the number of shares  issued for Share  Compensation
         exceed  in the  aggregate  for the ten  year  period  1,000,000  shares
         ("Share  Limit").  In the event  the Share  Limit  would  otherwise  be
         exceeded  by  any  Share  Compensation  Quarterly  Payment  such  Share
         compensation Quarterly Payment shall be changed into and made as a Cash
         Compensation Quarterly Payment.

5.       Eligibility.

         All members of the Board of  Directors  that are not  employees  of the
         company and attend at least one board meeting per calendar quarter.

This plan was approved by the Board of Directors on September 9, 2003.

   /s/Ransom W. Etheridge
   --------------------------
   Ransom W. Etheridge, Secretary
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
                                                           September 9, 2004
Board of Directors
Hemispherx Biopharma, Inc.
1617 JFK Boulevard
Philadelphia, PA 19103

Re:      Hemispherx Biopharma, Inc. - Registration Statement on Form S-8
         ---------------------------------------------------------------

Gentlemen:

At your request,  we have examined the Registration  Statement on Form S-8 to be
filed with the Securities and Exchange Commission (the "SEC") in connection with
the registration  under the Securities Act of 1933, as amended,  of an aggregate
of  9,000,000  shares  (the  "Shares")  of your  common  stock,  $.001 par value
("Common  Stock")  issuable from time to time in connection  with the Hemispherx
Biopharma,  Inc. 2003 Directors  Compensation Plan and the Hemispherx Biopharma,
Inc. 2004 Equity Incentive Plan (collectively, the "Plans").

We have  reviewed and are familiar  with such  corporate  proceedings  and other
matters as we have deemed necessary for this opinion.  Based upon the foregoing,
it is our opinion that the Shares,  when issued and outstanding  pursuant to the
terms of the Plans, will be validly issued, fully paid and nonassessable.

This opinion is limited to matters  governed by the General  Corporation  Law of
the State of Delaware.  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.

This opinion is limited to the specific issues addressed herein,  and no opinion
may be inferred or implied  beyond that expressly  stated  herein.  We assume no
obligation to revise or supplement  this opinion  should the present laws of the
State of  Delaware  be changed  by  legislative  action,  judicial  decision  or
otherwise.

We  hereby  consent  to  the  filing  of  this  opinion  as  Exhibit  5.1 to the
Registration  Statement  and to the use of our name  under  the  caption  "Legal
Matters" in the Registration  Statement and in the Prospectus  included therein.
In giving this consent,  we do not thereby admit that we are within the category
of persons whose consent is required under Section 7 of the Act or the rules and
regulations of the Securities and Exchange Commission promulgated thereunder.

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 23.2

              CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

Hemispherx Biopharma, Inc.
Philadelphia, Pennsylvania

We  hereby  consent  to the  incorporation  by  reference  in this  Registration
Statement  on Form S-8 of our report  dated  February  13, 2004  relating to the
consolidated financial statements of Hemispherx Biopharma, Inc. and subsidiaries
appearing  in the  Company's  Annual  Report on Form  10-K/A  for the year ended
December 31, 2003.

/s/  BDO Seidman, LLP
---------------------
BDO Seidman, LLP

Philadelphia, Pennsylvania
September 10, 2004
Exhibit 23.3

            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We  hereby  consent  to the  incorporation  by  reference  in  the  Registration
Statement on Form S-8 of Hemispherx  Biopharma,  Inc. of our reports dated March
18,  2004 and June 10,  2003 on our  audits of  Interferon  Sciences,  Inc.  and
subsidiary's  consolidated financial statements as of December 31, 2003 and 2002
and for each of the years in the  three-year  period  ended  December  31,  2003
included in  Hemispherx  Biopharma,  Inc.'s  Registration  Statement on Form S-1
(File No.  333-117178).  We also audited  Schedule II - Valuation and Qualifying
Accounts of  Interferon  Sciences,  Inc. for the years ended  December 31, 2003,
2002 and 2001.

/s/ Eisner LLP
-----------
Eisner LLP

New York, New York
September 8, 2004