HEMISPHERX BIOPHARMA, INC.
                               1617 JFK Boulevard
                        Philadelphia, Pennsylvania 19103


                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                        TO BE HELD ON SEPTEMBER 10, 2003

To the Stockholders of Hemispherx Biopharma, Inc.:

         You are cordially  invited to attend the Annual Meeting of Stockholders
of Hemispherx Biopharma, Inc. ("Hemispherx"), a Delaware corporation, to be held
at the Embassy Suites, 1776 Benjamin Franklin Parkway, Philadelphia Pennsylvania
19103,  on  Wednesday,  September 10, 2002,  at 10:00 a.m.  local time,  for the
following purposes:

     1. To elect five members to the Board of Directors of  Hemispherx  to serve
until their respective successors are elected and qualified;

     2. To ratify the selection by Hemispherx of BDO Seidman,  LLP,  independent
public accountants, to audit the financial statements of Hemispherx for the year
ending December 31, 2003; and

     3. To amend  Hemispherx's  certificate  of  incorporation  to increase  the
number of authorized shares of Hemispherx's common stock.

     4. To transact  such other  matters as may properly come before the meeting
or any adjournment thereof.

         Only  stockholders  of record at the close of business on July 14, 2003
are entitled to notice of and to vote at the meeting.

         A proxy  statement and proxy are enclosed.  If you are unable to attend
the meeting in person you are urged to sign,  date and return the enclosed proxy
promptly in the self  addressed  stamped  envelope  provided.  If you attend the
meeting in person,  you may withdraw  your proxy and vote your  shares.  We have
also  enclosed our amended  annual report on Form 10-K for the fiscal year ended
December 31, 2002.

                                         By Order of the Board
                                         of Directors

                                         s\Ransom W. Etheridge, Secretary
Philadelphia, Pennsylvania
July 21, 2003





                                 PROXY STATEMENT
                           HEMISPHERX BIOPHARMA, INC.
                               1617 JFK Boulevard
                        Philadelphia, Pennsylvania 19103


                                  INTRODUCTION


         This proxy statement is furnished in connection  with the  solicitation
of  proxies  for  use  at the  annual  meeting  of  stockholders  of  Hemispherx
Biopharma,  Inc.  ("Hemispherx"  or the  "Company")  to be  held  on  Wednesday,
September 10, 2003, and at any adjournments. The accompanying proxy is solicited
by the Board of Directors of Hemispherx  and is revocable by the  stockholder by
notifying Hemispherx's Corporate Secretary at any time before it is voted, or by
voting in person at the annual meeting.  This proxy  statement and  accompanying
proxy will be distributed to  stockholders  beginning on or about July 21, 2003.
The principal executive offices of Hemispherx are located at 1617 JFK Boulevard,
Philadelphia, Pennsylvania 19103, telephone (215) 988-0080.


                      OUTSTANDING SHARES AND VOTING RIGHTS

RECORD DATE; OUTSTANDING SHARES

         Only  stockholders of record at the close of business on July 14, 2003,
the record  date,  are  entitled  to  receive  notice of, and vote at the annual
meeting.  As of the record date, the number and class of stock  outstanding  and
entitled to vote at the meeting was 35,821,275 shares of common stock, par value
$.001 per  share.  Each  share of common  stock is  entitled  to one vote on all
matters.  No other class of securities  will be entitled to vote at the meeting.
There are no cumulative voting rights.


         The five  nominees  receiving  the highest  number of votes cast by the
holders of common stock represented and voting at the meeting will be elected as
Hemispherx's   directors  and  constitute  the  entire  board  of  directors  of
Hemispherx.  The  affirmative  vote  of  at  least  a  majority  of  the  shares
represented and voting at the annual meeting at which a quorum is present (which
shares voting  affirmatively also constitute at least a majority of the required
quorum) is necessary for approval of Proposal No. 2. The affirmative  vote of at
least a majority of the issued and  outstanding  shares as of the record date is
necessary for approval of Proposal No.3. A quorum is representation in person or
by proxy at the  annual  meeting  of a  majority  of the  outstanding  shares of
Hemispherx on the record date.

                                       1



REVOCABILITY OF PROXIES

If you attend the  meeting,  you may vote in person,  regardless  of whether you
have submitted a proxy. Any person giving a proxy in the form  accompanying this
proxy  statement  has the power to revoke it at any time before it is voted.  It
may be revoked by filing,  with the  corporate  secretary of  Hemispherx  at its
principal  offices,  1617 JFK Boulevard,  Suite 660,  Philadelphia,  PA 19103, a
written  notice of revocation or a duly executed  proxy bearing a later date, or
it may be revoked by attending the meeting and voting in person.

VOTING AND SOLICITATION

     Every  stockholder of record is entitled,  for each share held, to one vote
on each proposal or item that comes before the meeting.  There are no cumulative
voting rights.  By submitting  your proxy,  you authorize  William A. Carter and
Ransom W.  Etheridge  and each of them to represent  you and vote your shares at
the meeting in accordance with your instructions.  Messrs.  Carter and Etheridge
and each of them may also vote your shares to adjourn  the meeting  from time to
time  and  will  be  authorized  to  vote  your  shares  at any  adjournment  or
postponement of the meeting.

     Hemispherx  has borne the cost of  preparing,  assembling  and mailing this
proxy solicitation  material. The total cost estimated to be spent and the total
expenditures  to  date  for,  in  furtherance  of,  or in  connection  with  the
solicitation of stockholders is approximately $40,000.  Hemispherx may reimburse
brokerage firms and other persons  representing  beneficial owners of shares for
their expenses in forwarding soliciting materials to beneficial owners.  Proxies
may be solicited by certain of Hemispherx's  directors,  officers and employees,
without additional compensation, personally, by telephone or by facsimile.

     We have  hired  the firm of  MacKenzie  Partners,  Inc.  to  assist  in the
solicitation  of  proxies  on behalf of the Board of  Directors.  MacKenzie  has
agreed  to  perform  this   service  for  a  proposed  fee  of  $5,000.00   plus
out-of-pocket expenses.

ADJOURNED MEETING

     The chair of the  meeting  may  adjourn  the  meeting  from time to time to
reconvene  at the same or some other  time,  date and place.  Notice need not be
given of any such  adjournment  meeting if the time,  date and place thereof are
announced at the meeting at which the  adjournment is taken.  If the time,  date
and place of the adjournment  meeting are not announced at the meeting which the
adjournment is taken,  then the Secretary of the Corporation  shall give written
notice of the time, date and place of the adjournment  meeting not less than ten
(10)  days  prior  to  the  date  of  the  adjournment  meeting.  Notice  of the
adjournment  meeting also shall be given if the meeting is adjourned in a single
adjournment to a date more than 30 days or in successive  adjournments to a date
more than 120 days after the original date fixed for the meeting.


TABULATION OF VOTES

     The votes will be tabulated and certified by Hemispherx's transfer agent.

VOTING BY STREET NAME HOLDERS

         If you are the  beneficial  owner of shares held in "street  name" by a
broker,  the broker,  as the record  holder of the  shares,  is required to vote
those  shares  in  accordance  with  your  instructions.  If  you  do  not  give
instructions to the broker, the broker will nevertheless be entitled to vote the
shares with respect to  "discretionary"  items but will not be permitted to vote
the shares with respect to "non-discretionary"  items (in which case, the shares
will be treated as "broker non-votes").


QUORUM; ABSTENTIONS; BROKER NON-VOTES

     The required  quorum for the  transaction of business at the annual meeting
is a  majority  of the  shares of common  stock  entitled  to vote at the annual
meeting,  in person or by proxy.  Shares  that are  voted  "FOR,"  "AGAINST"  or
"WITHHELD  FROM" a matter  are  treated  as being  present  at the  meeting  for
purposes of establishing a quorum and are also treated as shares represented and
voting the votes cast at the annual meeting with respect to such matter.

         While  there  is no  definitive  statutory  or case  law  authority  in
Delaware as to the proper  treatment of  abstentions,  Hemispherx  believes that
abstentions should be counted for purposes of determining both: (i) the presence
or absence  of a quorum  for the  transaction  of  business;  and (ii) the total
number of votes cast with  respect to a proposal  (other  than the  election  of
directors). In the absence of controlling precedent to the contrary,  Hemispherx
intends to treat abstentions in this manner. Accordingly,  abstentions will have
the same effect as a vote  against  the  proposal  (other  than the  election of
directors).

         Under current Delaware case law, while broker non-votes (i.e. the votes
of shares held of record by brokers as to which the underlying beneficial owners
have given no voting instructions) should be counted for purposes of determining
the  presence or absence of a quorum for the  transaction  of  business,  broker
non-votes  should not be counted for purposes of determining the number of votes
cast with respect to the  particular  proposal on which the broker has expressly
not voted.  Hemispherx intends to treat broker non-votes in this manner. Thus, a
broker  non-vote  will make a quorum  more  readily  obtainable,  but the broker
non-vote will not otherwise affect the outcome of the voting on a proposal.


DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS

         Proposals of  stockholders  to be considered for inclusion in the Proxy
Statement  and proxy card for the 2004 Annual  Meeting of  Stockholders  must be
received by the Company's  Secretary,  at Hemispherx  Biopharma,  Inc., 1617 JFK
Boulevard, Philadelphia, PA 19103 no later than March 25, 2004.

         Pursuant to the Company's  Restated and Amended Bylaws all  stockholder
proposals  may be brought  before an annual  meeting of  stockholders  only upon
timely notice thereof in writing having been given the Secretary of the Company.
To be timely, a stockholder's  notice, for all stockholder  proposals other than
the nomination of candidates  for director,  shall be delivered to the Secretary
at the principal  executive  offices of the Company not less than sixty (60) nor
more than  ninety  (90) days prior to the  anniversary  date of the  immediately
preceding annual meeting of stockholders;  provided,  however, that in the event
that the annual meeting is called for a date that is not within thirty (30) days
before or after such anniversary date, the  stockholder's  notice in order to be
timely  must be so  received  not later than the close of  business on the tenth
(10th)  day  following  the day on which  such  notice of the date of the annual
meeting was mailed or public  disclosure  of the date of the annual  meeting was
made, whichever first occurs. To be timely, a stockholder's notice, with respect
to a stockholder  proposal for nomination of candidates  for director,  shall be
delivered to the Secretary at the principal executive offices of the Company not
less than ninety (90) nor more than one hundred  twenty  (120) days prior to the
anniversary  date of the immediately  preceding  annual meeting of stockholders;
provided,  however,  that in the event that the  annual  meeting is called for a
date that is not within thirty (30) days before or after such anniversary  date,
the  stockholder's  notice in order to be timely must be so  received  not later
than the close of business on the tenth  (10th) day  following  the day on which
such notice of the date of the annual meeting was mailed or public disclosure of
the date of the annual  meeting  was made,  whichever  first  occurs.  Provided,
however, in the event that the stockholder proposal relates to the nomination of
candidates  for  director and the number of directors to be elected to the Board
of  Directors of the Company at an annual  meeting is increased  and there is no
public  announcement  by the Company  naming all of the nominees for director or
specifying  the size of the  increased  Board of  Directors at least one hundred
days prior to the first  anniversary of the preceding  year's annual meeting,  a
stockholder's  notice shall also be considered  timely, but only with respect to
nominees  for  any new  positions  created  by such  increase,  if it  shall  be
delivered to the Secretary at the principal executive offices of the Company not
later than the close of  business  on the tenth day  following  the day on which
such public announcement is first made by the Company. All stockholder proposals
must contain all of the information  required under the Company's Bylaws, a copy
of which is available upon written  request,  at no charge,  from the Secretary.
The  Company  reserves  the right to  reject,  rule out of order,  or take other
appropriate  action with respect to any proposal that does not comply with these
and other applicable requirements.


                            PROPOSALS TO STOCKHOLDERS
                                 PROPOSAL NO. 1
                              ELECTION OF DIRECTORS

     Each  nominee to the board of  directors  will serve  until the next annual
meeting of stockholders, or until his earlier resignation,  removal from office,
death or incapacity.

     Unless  otherwise  specified,  the enclosed proxy will be voted in favor of
the  election  of William A.  Carter,  Richard C.  Piani,  Ransom W.  Etheridge,
William M. Mitchell and Iraj-Eqhbal  Kiani.  Information is furnished below with
respect to all nominees.

     Set  forth  below  is the  biographical  information  of the  nominees  and
directors of Hemispherx:

     WILLIAM A. CARTER, M.D., 65, the co-inventor of Ampligen, joined Hemispherx
in 1978, and has served as: (a) Hemispherx's  Chief Scientific Officer since May
1989; (b) the Chairman of  Hemispherx's  Board of Directors  since January 1992;
(c)  Hemispherx's  Chief  Executive  Officer since July 1993;  (d)  Hemispherx's
President  since April,  1995; and (e) a director since 1987. From 1987 to 1988,
Dr. Carter served as Hemispherx's  Chairman.  Dr. Carter was a leading innovator
in the  development of human  interferon for a variety of treatment  indications
including  various viral diseases and cancer.  Dr. Carter received the first FDA
approval to initiate clinical trials on beta interferon product  manufactured in
the U.S. under his supervision.  From 1985 to October 1988, Dr. Carter served as
Hemispherx's  Chief Executive Officer and Chief Scientist.  He received his M.D.
degree from Duke  University  and  underwent his  post-doctoral  training at the
National  Institutes  of Health and Johns  Hopkins  University.  Dr. Carter also
served as Professor of Noeplastic  Diseases at Hahnemann Medical  University,  a
position he held from 1980 to 1998.  Dr.  Carter  served as Director of Clinical
Research  for  Hahnemann  Medical  University  Institute  for  Cancer  and Blood
Diseases,  and as a professor at Johns Hopkins  School of Medicine and the State
University of New York at Buffalo. Dr. Carter is a Board certified physician and
author of more than 200  scientific  articles,  including the editing of various
textbooks on anti-viral and immune therapy.

     RICHARD C. PIANI, 76, has been a director of Hemispherx since May 1995. Mr.
Piani was  employed as a principal  delegate for Industry to the City of Science
and Industry,  Paris,  France, a scientific and educational  complex,  from 1985
through 2000. Mr. Piani provided  consulting to Hemispherx in 1993, with respect
to general business strategies for Hemispherx's European operations and markets.
Mr.  Piani  served as Chairman of  Industrielle  du  Batiment-Morin,  a building
materials  corporation,  from 1986 to 1993. Previously Mr. Piani was a Professor
of International  Strategy at Paris Dauphine  University from 1984 to 1993. From
1979 to 1985, Mr. Piani served as Group Director in Charge of International  and
Commercial  Affairs for  Rhone-Poulenc and from 1973 to 1979 he was Chairman and
Chief  Executive  Officer of Societe "La  Cellophane",  the French company which
invented  cellophane and several other worldwide  products.  Mr. Piani has a Law
degree  from  Faculte de Droit,  Paris  Sorbonne  and a Business  Administration
degree from Ecole des Hautes Etudes Commerciales, Paris.

     RANSOM W.  ETHERIDGE,  64, has been a director of Hemispherx  since October
1997,  and  presently  serves  as our  Secretary.  Mr.  Etheridge  first  became
associated  with  Hemispherx  in 1980 when he  provided  consulting  services to
Hemispherx and participated in negotiations with respect to Hemispherx's initial
private  placement  through  Oppenheimer  & Co.,  Inc.  Mr.  Etheridge  has been
practicing law since 1967, specializing in transactional law. Mr. Etheridge is a
member of the  Virginia  State Bar, a Judicial  Remedies  Award  Scholar and has
served as President of the Tidewater Arthritis  Foundation.  He is a graduate of
Duke  University,  the Wharton School Business Real Estate  Investment  Analysis
Seminar, and the University of Richmond School of Law.

     WILLIAM M.  MITCHELL,  M.D.,  68, has been a director  since July 1998. Mr.
Mitchell  is a  Professor  of  Pathology  at  Vanderbilt  University  School  of
Medicine.  Dr.  Mitchell  earned an M.D. from  Vanderbilt and a Ph.D. from Johns
Hopkins University,  where he served as an Intern in Internal Medicine, followed
by a Fellowship at its School of Medicine.  Dr.  Mitchell has published over 200
papers,  reviews and abstracts  dealing with viruses and anti-viral  drugs.  Dr.
Mitchell  has worked for and with many  professional  societies,  including  the
International  Society for Interferon Research,  and committees,  among them the
National  Institutes of Health,  AIDS and Related  Research  Review  Group.  Dr.
Mitchell previously served as a director of Hemispherx from 1987 to 1989.

     IRAJ-EQHBAL  KIANI,  M.B.A.,PH.D.,  58,  was  appointed  to  the  Board  of
Directors  on May 1, 2002.  Dr.  Kiani is a citizen of  England  and  resides in
Newport,  California.  As a native of Iran,  Dr. Kiani  served in various  local
government  positions  including the Governor of Yasoi,  Capital of  Boyerahmad,
Iran.  In 1980,  Dr. Kiani moved to England,  where he  established  and managed
several  trading  companies  over a  period  of some 20  years.  Dr.  Kiani is a
planning  and  logistic  specialist  who  is  now  applying  his  knowledge  and
experience to build a worldwide  immunology network which will use the Company's
proprietary technology.  Dr. Kiani received his Ph.D. degree from the University
of Warwick in England.

THE BOARD OF  DIRECTORS  DEEMS  PROPOSAL  NO. 1 TO BE IN THE BEST  INTERESTS  OF
HEMISPHERx  AND ITS  STOCKHOLDERS  AND  RECOMMENDS  A VOTE "FOR" ALL FIVE OF THE
ABOVE-NAMED NOMINEE DIRECTORS OF HEMISPHERx'.

                                        INFORMATION CONCERNING BOARD MEETINGS

      Hemispherx  board of directors met four times and executed four  Unanimous
Consents,  the  Compensation  Committee met once,  the Audit  Committee met five
times,  and the  Strategic  Planning  Committee  met once during the fiscal year
ended December 31, 2002.  Four of the incumbent  directors  attended 100% of the
Board Meetings and one incumbent, Iraj Eqhbal Kiani attended two meetings.

                 INFORMATION CONCERNING COMMITTEES OF THE BOARD

     The board of directors maintains the following committees:


Executive Committee.

     The Executive  Committee is composed of William A. Carter,  Chief Executive
Officer and President, Ransom W. Etheridge, Secretary and Iraj-Eqhbal Kiani. The
Executive  Committee  makes  recommendations  to  management  regarding  general
business matters of Hemispherx.


Compensation Committee.

     The  Compensation  Committee is composed of Ransom W. Etheridge,  Secretary
and director,  and Richard C. Piani,  director. The Compensation Committee makes
recommendations  concerning  salaries  and  compensation  for  employees  of and
consultants to Hemispherx.


Audit Committee.

     Our Audit  Committee of the Board of Directors  consists of Richard  Piani,
Committee Chairman, William Mitchell, M.D. and Iraj-Eqhbal Kiani. Mr. Piani, Dr.
Mitchell  and  Iraj-Eqhbal  Kiani are  Independent  Directors.  We do not have a
financial  expert as defined in Securities and Exchange  Commission rules on the
committee  in the  true  sense  of the  description.  However,  Mr.  Piani  is a
Businessman  and has 40 years of experience  of working with budgets,  analyzing
financials and dealing with  financial  institutions.  The Company  believes Mr.
Piani,  Dr. Mitchell and  Iraj-Eqhbal  Kiani to be independent of management and
free of any relationship that would interfere with their exercise of independent
judgement as members of this  committee.  The  principal  functions of the Audit
Committee are to serve as an independent and objective party to assist the Board
of Directors in  monitoring  the  integrity of the  financial  statements of the
Company,  the compliance by the Company with legal and regulatory  requirements,
and the independence and performance of the Company's auditors.

Audit Committee Report.

         The Audit  Committee  of the Board of  Directors  was composed of three
independent  directors and operates under a written charter prepared and adopted
by the Board of Directors.  One of these members,  Ransom Etheridge, as a result
of his increased activity with the Company,  no longer deemed  independent.  The
Committee  recommends  to the  Board  of  Directors,  subject  to  stockholders'
ratification, the selection of the Company's independent accountants.

         Management  is  responsible  for the  Company's  internal  controls and
financial reporting process. The Company's independent accountants, BDO Seidman,
LLP  ("BDO"),  are  responsible  for  performing  an  independent  audit  of the
Company's   consolidated   financial  statements  in  accordance  with  auditing
standards generally accepted in the United States of America, and for expressing
an  opinion  on  the  conformity  of  the  financial  statements  to  accounting
principles  generally accepted in the United States of America.  The Committee's
responsibility,  as the representative of the Board of Directors,  is to monitor
and oversee the processes.

         In this context, the Committee met and held discussions with management
and BDO.  Management  represented  to the Committee  that the Company's  audited
financial  statements  were prepared in accordance  with  accounting  principles
generally  accepted  with the United  States of America,  and the  Committee has
reviewed and discussed the audited financial statements with management and BDO.
In addition,  the Committee has  discussed  with BDO the matters  required to be
discussed by Statement on Auditing  Standards  No. 61  Communication  with Audit
Committees.  The Audit  Committee also has received the written  disclosures and
letter  from  BDO  required  by  Independence  Standards  Board  Standard  No. 1
Independence  Discussions with Audit Committees,  and has discussed with BDO its
independence from the Company.

         Based on  reviews,  discussions  and other  matters  referred to in the
preceding  paragraph,  the Committee  recommended to the Board of Directors that
the audited  consolidated  financial  statements  be  included in the  Company's
Annual Report Form on Form 10-K for the fiscal year ended December 31, 2002.

                                     This  report  is  submitted  by  the  Audit
Committee of the Company's Board of Directors.

                           Richard C. Piani, Chairman
                               William M. Mitchell
                                Iraj-Eqhbal Kiani

Code of Ethics.

Our Board of  Directors  adopted  a code of  ethics  and  business  conduct  for
officers,  directors and employees  that went into effect on May 19, 2003.  This
code has been presented and reviewed by each officer, director and employee. You
may obtain a copy of this code by visiting our web site at www.hemispherx.net or
by written request to our office at 1617 JFK Boulevard, Suite 660, Philadelphia,
PA 19103.

Strategic Planning Committee.

         The Strategic  Planning  Committee is composed of William A. Carter and
Richard C. Piani. The Strategic Planning Committee makes  recommendations to the
board of directors of priorities in the  application of  Hemispherx's  financial
assets  and  human   resources  in  the  fields  of  research,   marketing   and
manufacturing.  The Strategic Planning Committee has engaged a number of leading
consultants in healthcare, drug development and pharmaeconomics to assist in the
analysis of various products being developed and/or potential acquisitions being
considered by Hemispherx.



                    INFORMATION CONCERNING EXECUTIVE OFFICERS

The following sets forth biographical  information about Hemispherx's  executive
officers and key personnel:

                  Name              Age       Position

         William A. Carter, M.D.    65        Chairman, Chief Executive
                                              Officer and President
         Robert E. Peterson         66        Chief Financial Officer

         David R. Strayer, M.D.     57        Medical Affairs, Regulatory
                                              Affairs
         Carol A. Smith, Ph.D.      51        Director of Manufacturing
                                              and Process Development
         Ransom W. Etheridge        64        Secretary/Treasurer


     For  biographical  information  about  William A.  Carter,  M.D. and Ransom
Etheridge,  please see the discussion under the heading "Proposal No. 1 Election
of Directors" above.

     ROBERT E.  PETERSON  has served as Chief  Financial  Officer of the Company
since April, 1993 and served as an Independent  Financial Advisor to the Company
from 1989 to April, 1993. Also, Mr. Peterson has served as Vice President of the
Omni Group,  Inc., a business  consulting  group based in Tulsa,  Oklahoma since
1985.  From 1971 to 1984, Mr.  Peterson  worked for PepsiCo,  Inc. and served in
various  financial  management  positions  including  Vice  President  and Chief
Financial  Officer of PepsiCo Foods  International  and PepsiCo  Transportation,
Inc. Mr. Peterson is a graduate of Eastern New Mexico University.

     DAVID R.  STRAYER,  M.D. who served as Professor of Medicine at the Medical
College of  Pennsylvania  and  Hahnemann  University,  has acted as the  Medical
Director of the Company  since 1986. He is Board  Certified in Medical  Oncology
and Internal Medicine with research interests in the fields of cancer and immune
system  disorders.  Dr. Strayer has served as principal  investigator in studies
funded by the Leukemia Society of America,  the American Cancer Society, and the
National  Institutes of Health.  Dr. Strayer  attended the School of Medicine at
the University of California at Los Angeles where he received his M.D. in 1972.

     CAROL A. SMITH, Ph.D. has served as the Company's Director of Manufacturing
and Process  Development  since April 1995, as Director of Operations since 1993
and as the Manager of Quality Control from 1991 to 1993, with responsibility for
the   manufacture,   control  and  chemistry  of  Ampligen(R).   Dr.  Smith  was
Scientist/Quality  Assurance Officer for Virotech International,  Inc. from 1989
to 1991 and Director of the Reverse  Transcriptase  and Interferon  Laboratories
and a Clinical  Monitor for Life Sciences,  Inc. from 1983 to 1989. She received
her Ph.D.  from the University of South Florida  College of Medicine in 1980 and
was an NIH post-doctoral  fellow at the Pennsylvania State University College of
Medicine.


                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         We have employment  agreements  with certain of our executive  officers
and have  granted  stock  options and  warrants to purchase  common stock to our
officers and  directors.  These  employment  agreements and grants are discussed
under the headings  "Compensation  of  Executive  Officers  and  Directors"  and
"Security Ownership of Certain Beneficial Owners and Management" below.

         Ransom W.  Etheridge,  a  Director  of the  Company is an  attorney  in
private  practice who has rendered  corporate  legal services to us from time to
time,  for which he has  received  fees.  Richard C.  Piani,  a Director  of the
Company, lives in Paris, France and assists the Company's European subsidiary in
their dealings with medical  institutions  and the European  Medical  Evaluation
Authority.  William M.  Mitchell,  M.D., a Director of the  Company,  works with
David R. Strayer,  M.D. (our Medical  Director) in  establishing  clinical trial
protocols  as well as other  scientific  work for the Company from time to time.
For these  services,  these  Directors were paid an aggregate of $170,150 in the
year 2002. No individual Director was paid in excess of $60,000.

         William A. Carter, Chief Executive Officer of the Company,  received an
aggregate  of  $12,486 in short term  advances  in 2002 which were  repaid as of
December  31,  2002.  All advances  bear  interest at 6% per annum.  The Company
loaned  $60,000 to Ransom W.  Etheridge,  a Director of the Company in November,
2002 for the purpose of exercising 15,000 Class A Redeemable warrants. This loan
bears  interest  at 6% per  annum.  Dr.  Carter's  short term  advances  and Mr.
Etheridge's loan were approved by the Board of Directors.

We paid  $33,450  to Carter  Realty for the  rental of  property  used by us for
business  purposes at various times in 2002. The property is owned by others and
managed by Carter Realty.  Carter Realty is owned by Robert Carter,  the brother
of William A. Carter.

There are no material  proceedings to which any officer,  director or affiliate,
or any  associate  thereof is a party  adverse to the  Company or has a material
interest adverse to the Company.

                COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

         Section  16(a) of the Exchange Act requires  Hemispherx's  officers and
directors,  and persons who own more than ten percent of a  registered  class of
Hemispherx's equity securities, to file reports with the Securities and Exchange
Commission  reflecting their initial position of ownership on Form 3 and changes
in ownership on Form 4 or Form 5.

         Based  solely  on a review  of the  copies of such  forms  received  by
Hemispherx,  Hemispherx believes that, during the fiscal year ended December 31,
2002,  its officers,  directors and ten percent  stockholders  complied with all
applicable Section 16(a) filing requirements on a timely basis.

                COMPENSATION OF EXECUTIVE OFFICERS AND DIRECRTORS

         The  summary   compensation   table  below  sets  forth  the  aggregate
compensation  paid or accrued by Hemispherx  for the fiscal years ended December
31, 2002, 2001 and 2000 to (I) the Chief Executive Officer and (ii) Hemispherx's
four most highly paid executive who were serving as executives at the end of the
last  completed  fiscal year and whose total  annual  salary and bonus  exceeded
$100,000 (collectively, the "Named Executives").



                           SUMMARY COMPENSATION TABLE

                                                                                                  
Name and Principal Position                Year     Salary ($)           Restricted Stock   Warrants &         All Other
                                                                         Awards             Option Awards      Compensation (1)
------------------------------------------ -------- ----------------  --------------------- ------------------ ------------------
William A. Carter                          2002      (5)$468,830                -            (2)1,000,000       $25,747
  Chairman of the Board and CEO            2001      (5) 456,608                -            (3)  386,650        22,917
                                           2000      (5) 539,620                -            (6)  100,000        22,917


Robert E. Peterson                         2002         $151,055                -            (2)  200,000          -
  Chief Financial Officer                  2001          146,880                -            (4)   40,000          -
                                           2000          145,944                -                  -               -



David R. Strayer, M.D.                     2002         $178,594                -            (2)   50,000          -
  Medical Director                         2001          174,591                -            (7)   10,000          -
                                           2000       (7)172,317                -                  -               -


Carol A. Smith, Ph.D.                      2002         $128,346                -            (4)   20,000          -
  Director of Manufacturing                2001          124,800                -                  -               -
                                           2000          124,000                -            (7)   10,000          -




     (1) Consists of insurance  premiums paid by Hemispherx with respect to term
life and disability insurance for the benefit of the named executive officer.

     (2) Represents warrants to purchase shares of our common stock at $2.00 per
share.

     (3)  Consists of 188,325  warrants to  purchase  common  stock at $6.00 per
share and 188,325  warrants to purchase  common  stock at $9.00 per share.  Also
includes a stock option grant of 10,000 shares exercisable at $4.03 per share.

     (4) Consists of a stock option grant of 10,000 shares  exercisable at $4.03
per share and 30,000 warrants to purchase common stock at $5.00 per share.

     (5)  Includes  a  bonus  of  $90,397  paid in  2000.  Also  includes  funds
previously paid to Dr. Carter by Hahnemann Medical University where he served as
a professor  until 1998.  This  compensation  was  continued  by the Company and
totaled $79,826 in each of 2000, and 2001 and $82,095 in 2002.

     (6) Represents  warrants to purchase common stock  exercisable at $6.25 per
share.

     (7) Consists of a stock option grant of 10,000 shares  exercisable at $4.03
per share.

     (8) Includes $98,926 paid by Hahnemann Medical University where Dr. Strayer
served as a professor until 1998. This compensation was continued by the Company
in 2000, 2001 and 2002.

     (9) Consists of stock option grant of 10,000  shares  exercisable  at $4.03
per share.







The following table sets forth certain  information  regarding the stock options
and warrants  granted  during 2002 to the executive  officers named in the above
Summary Compensation Table.

================================================================ ================================= ================================
                                                                                                   POTENTIAL REALIZABLE VALUE
                                                                                                   AT ASSUMED RATES
                                                                                                   OF STOCK PRICE APPRECIATION
                                                                                                   FOR OPTION AND WARRANTS TERM
                                                                                                     
------------ --------------------- ----------------------------- --------------- ----------------- -------------- -----------------
                                     PERCENTAGE OF TOTAL OPTIONS
NAME          NUMBER OF SECURITIES   AND WARRANTS GRANTED TO      EXERCISE PRICE   EXPIRATION DATE
              UNDERLYING OPTIONS AND EXPLOYEES IN FISCAL YEAR     PER SHARE (3)
              WARRANTS GRANTED (1)   2001(2)                                                         AT 5% (4)        AT 10% (4)
------------ --------------------- ----------------------------- --------------- ----------------- -------------- -----------------
Carter, W.A.  1,000,000                      61.6%                   $2.00            8/13/07        $1,879,500     $ 1,969,000
------------ --------------------- ----------------------------- --------------- ----------------- -------------- -----------------
Peterson, R.    200,000                      12.3%                   $2.00            8/13/07        $  375,900     $   393,800
------------ --------------------- ----------------------------- --------------- ----------------- -------------- -----------------
Smith, C.        20,000                       1.2%                   $2.00            8/13/07        $   37,590     $    39,380
------------ --------------------- ----------------------------- --------------- ----------------- -------------- -----------------
Strayer, D.      50,000                       3.1%                   $2.00            8/13/07        $   93,975     $    98,450
============ ===================== ============================= =============== ================= ============== =================
* Amounts indicate warrants granted.


     (1) Options vest over a three-year period. Warrants vest immediately.

     (2) Total warrants issued to employees in 2002 were 1,622,000.

     (3) The  exercise  price  is equal to the  closing  price of the  Company's
common stock at the date of issuance.

     (4) Potential  realizable  value is based on an assumption  that the market
price of the common stock  appreciates at the stated rates compounded  annually,
from the date of grant until the end of the respective option term. These values
are calculated based on requirements  promulgated by the Securities and Exchange
Commission  and do not reflect  the  Company's  estimate  of future  stock price
appreciation.






                 AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
                        AND FISCAL YEAR-END OPTION VALUE

                        Shares                      Securities Underlying         Value of Unexercised
                       Acquired on   Value           Unexercised Option            In-the-Money Options
Name                   Exercise      Realized       at Fiscal Year End (#)       at Fiscal Year End ($) (1)
-------------------------------------------------------------------------------------------------------------
                       (#)          ($)         Exercisable      Unexercisable  Exercisable   Unexercisable
-------------------------------------------------------------------------------------------------------------
                                                                               

William A. Carter       -            -          3,552,044 (2)     753,334 (3)   $209,200       $97,500

Robert E. Peterson      -            -            314,240 (4)     103,334 (5)      6,300         6,300

David R. Strayer        -            -            101,666 (6)      28,334 (7)      3,250         3,250

Carol A. Smith          -            -             28,457 (8)      13,334 (9)      1,300         1,300



     (1) Computation based on $2.13, the December 31, 2002 closing bid price for
the common stock on the American Stock Exchange.

     (2)  Consists  of (i)  250,000  warrants  exercisable  at $2.00  per  share
expiring on August 13, 2007,  (ii)  188,325  warrants  exercisable  at $6.00 per
share expiring on February 22, 2006, (iii) 188,325 warrants exercisable at $9.00
per share expiring on February 22, 2006,  (iv) 100,000  warrants  exercisable at
$6.25 per share  expiring on April 8, 2004, (v) 25,000  warrants  exercisable at
$6.50 per share expiring on September 17, 2004 (vi) 25,000  warrants to purchase
common  stock at $8.00 per share  expiring  September  17,  2004 and 6,666 stock
option  exercisable at $8.00 per share expiring on January 3, 2011. Also include
2,768,728 warrants and options held in the name of Carter  Investments,  L.C. of
which W. A. Carter is the principal beneficiary. These securities consist of (i)
340,000  warrants  exercisable  at $4.00 per share  expiring on January 1, 2008,
(ii)  170,000  warrants  exercisable  at $5.00 per share  expiring on January 1,
2005, (iii) 300,000 warrants  exercisable at $6.00 per share expiring on January
1, 2005, (iv) 20,000 warrants exercisable at $4.00 per share expiring on January
1, 2008,  (v) 465,000  warrants  exercisable  at $1.75 expiring on June 3, 2005,
(vi) 1, 400,000 warrants  exercisable at $3.50 per share expiring on October 16,
2004 and 73,728 stock options exercisable at $2.71 per share until exercised.

     (3)  Consists  of (i)  750,000  warrants  exercisable  at $2.00  per  share
expiring on August 13, 2007 and (ii) 3,334 start  options  exercisable  at $4.03
per share expiring on January 3, 2011.

     (4)  Consists of (i) 6,666  stock  options  exercisable  at $4.03 per share
expiring on January 3, 2011 (ii) 13,750 stock options  exercisable  at $3.50 per
share  expiring on January 22, 2007,  (iii) 13,824 stock option  exercisable  at
$4.34 per share expiring on July 17, 2003, (iv) 100,000 warrants  exercisable at
$2.00 per share expiring on August 13, 2007, (v) 50,000 warrants  exercisable at
$3.50 expiring on March 1, 2006, (vi) 100,000 warrants  exercisable at $5.00 per
share expiring on April 14, 2006 and (vii) 30,000 warrants  exercisable at $5.00
per share expiring on February 28, 2009.

     (5)  Consists  of (i)  100,000  warrants  exercisable  at $2.00  per  share
expiring on August 13, 2007 and (ii) 3,334 stock  options  exercisable  at $4.03
per share expiring on January 3, 2011.

     (6) Consists of (i) 25,000 warrants exercisable at $2.00 per share expiring
on August 13, 2007, (ii) 50,000 warrants exercisable at $4.00 per share expiring
on February 28, 2008, (iii) 6,666 stock options exercisable at $4.08 expiring on
January 3, 2011 and (iv) 20,000  stock  options  exercisable  at $3.50 per share
expiring on January 22, 2007.

     (7) Consists of 25,000 warrants  exercisable at $2.00 per share expiring on
August 13, 2007 and 3,334 stock options  exercisable at $4.03 per share expiring
on August 13, 2007.

     (8) Consists of (i) 10,000 warrants exercisable at $2.00 per share expiring
on August 13, 2007, (ii) 5,000 warrants  exercisable at $4.00 per share expiring
on June 7,  2008,  (iii)  6,666  stock  options  exercisable  at $4.03 per share
expiring on January 3, 2016,  and (iv) 6,791 stock options  exercisable at $3.50
per share expiring on January 22, 2007.

     (9) Consists of 10,000  warrants  exercisable  at $2.00 per share and 3,334
stock options exercisable at $4.03 per share expiring on January 3, 2004.


Employment Agreements

      Hemispherx entered into an amended and restated employment  agreement with
its President and Chief Executive  Officer,  Dr. William A. Carter,  dated as of
December 3, 1998,  which  provided  for his  employment  until May 8, 2004 at an
initial  base  annual  salary of  $361,586,  subject  to  annual  cost of living
increases.  In addition, Dr. Carter could receive an annual performance bonus of
up to 25% of his base salary,  at the sole discretion of the board of directors.
Dr. Carter does not participate in any discussions  concerning the determination
of his annual bonus.  Dr. Carter is also entitled to an incentive  bonus of 0.5%
of the gross proceeds received by Hemispherx from any joint venture or corporate
partnering  arrangement,  up to an aggregate maximum incentive bonus of $250,000
for all such transactions.  Dr. Carter's agreement also provides that he be paid
a base  salary and  benefits  through  May 8, 2004 if he is  terminated  without
"cause",  as that term is defined in the  agreement.  Pursuant  to his  original
agreement,  as amended  on August 8, 1991,  Dr.  Carter was  granted  options to
purchase  73,728  shares of  Hemispherx's  common stock at an exercise  price of
$2.71 per share.  This  agreement  was  extended  to May 8, 2008 by the Board of
Directors in August, 2002.

      Hemispherx entered into an amended and restated employment  agreement with
Robert  E.  Peterson  dated  April 1, 2001  which  provides  for Mr.  Peterson's
employment as Hemispherx's Chief Financial Officer until December 31, 2003 at an
annual base fee of $155,988 per year, subject to annual cost of living increase.
In addition,  Mr.  Peterson shall receive bonus  compensation  upon Federal Drug
Administration  approval  of  Ampligen  based  on the  number  of  years  of his
employment  by  Hemispherx up to the date of such  approval.  Mr.  Peterson also
received  200,000  warrants to purchase  shares of common stock with an exercise
price of $2.00 in 2002.

Compensation of Directors

      During  the year ended  December  31,  2002,  each  non-employee  Director
received an annual retainer of $35,000 for serving on the Board of Directors. In
addition,  each non-employee Director received $1,000 for each meeting attended.
The Chairman of each  committee  received an  additional  retainer of $5,000 per
year and committee  members  receive an additional  retainer of $3,000 per year.
All  non-employee  directors  received  some  compensation  in 2002 for  special
project work performed on behalf of Hemispherx.  All directors have been granted
options to purchase  common  stock  under  Hemispherx's  1990 Stock  Option Plan
and\or Warrants to purchase common stock.  Hemispherx believes such compensation
and  payments  are  necessary  in order for  Hemispherx  to  attract  and retain
qualified outside directors.


1993 Stock Option Plan

      Hemispherx's 1993 Stock Option Plan (1993 Plan), provides for the grant of
options for the purchase of up to an aggregate of 138,240 shares of common stock
to Hemispherx's employees,  directors,  consultants and others whose efforts are
important to the success of  Hemispherx.  The 1993 Plan is  administered  by the
Compensation Committee of the board of directors,  which has complete discretion
to select the  eligible  individuals  to receive and to  establish  the terms of
option grants.  The 1993 Plan provides for the issuance of either  non-qualified
options or incentive  stock options,  provided that incentive stock options must
be granted with an exercise price of not less than fair market value at the time
of  grant  and that  non-qualified  stock  options  may not be  granted  with an
exercise  price of less than 85% of the fair market  value at the time of grant.
The number of shares of common stock  available for grant under the 1993 Plan is
subject to adjustment for changes in capitalization.  This plan terminated as of
July 7, 2003. No options were granted under the 1993 Plan.

1992 Stock Option Plan

      Hemispherx's 1992 Stock Option Plan (1992 Plan), provides for the grant of
options for the purchase of up to an aggregate of 92,160  shares of common stock
to Hemispherx's employees,  directors,  consultants and others whose efforts are
important to the success of  Hemispherx.  The 1992 Plan is  administered  by the
Compensation Committee of the board of directors,  which has complete discretion
to select the  eligible  individuals  to receive and to  establish  the terms of
option grants.  The 1992 Plan provides for the issuance of either  non-qualified
options or incentive  stock options,  provided that incentive stock options must
be granted with an exercise price of not less than fair market value at the time
of  grant  and that  non-qualified  stock  options  may not be  granted  with an
exercise  price of less than 50% of the fair market  value at the time of grant.
The number of shares of common stock  available for grant under the 1992 Plan is
subject to  adjustment  for changes in  capitalization.  This plan expired as of
December 3, 2002. No options were granted under the 1992 Plan.

1990 Stock Option Plan

      Hemispherx  1990 Stock Option Plan, as amended,  provides for the grant of
options  to  employees,   directors,   officers,  consultants  and  advisors  of
Hemispherx  for the purchase of up to an  aggregate of 460,798  shares of common
stock.  The plan is administered by the  Compensation  Committee of the board of
directors,  which has complete  discretion  to select  eligible  individuals  to
receive and to  establish  the terms of option  grants.  The number of shares of
Common stock  available  for grant under the 1990 Plan is subject to  adjustment
for changes in  capitalization.  As of December 31, 2002,  options to acquire an
aggregate of 245,782  shares of the common stock were available for grants under
the 1990 plan.  This plan  remains in effect  until  terminated  by the Board of
Directors or until all options are issued.


401(K) Plan

      In December  1995,  Hemispherx  established a defined  contribution  plan,
effective  January 1, 1995, the Hemispherx  Biopharma  employees 401(K) Plan and
Trust  Agreement.  All  full  time  employees  of  Hemispherx  are  eligible  to
participate  in the 401(K) plan  following  one year of  employment.  Subject to
certain  limitations  imposed by federal tax laws,  participants are eligible to
contribute up to 15% of their salary (including  bonuses and/or  commissions per
annum.  Participants'  contributions  to  the  401(K)  plan  may be  matched  by
Hemispherx  at a rate  determined  annually  by the  board  of  directors.  Each
participant immediately vests in his or her deferred salary contributions, while
Hemispherx  contributions  will vest over one year. In 2002 Hemispherx  provided
matching  contributions  to each employee for up to 6% of annual pay for a total
contribution of $38,000 for all employees.


Compensation Committee Interlocks and Insider Participation

     During the fiscal year ended December 31, 2002, the members of Hemispherx's
Compensation Committee were Ransom W. Etheridge and Richard Piani. Mr. Etheridge
serves as the Company's Secretary and is an attorney in private practice and has
rendered  legal  services to  Hemispherx  for which he received a fee. Mr. Piani
lives in Paris,  France and assists the Company's  European  subsidiary in their
dealings with medical institutions and the European Medical Evaluation Authority
for which he  received  a fee in 2001.  The fees paid to Mr.  Etheridge  and Mr.
Piani in 2002 were less than $60,000 each.

      Notwithstanding  anything to the  contrary,  the  following  report of the
Compensation  Committee,  the report of the Audit  Committee  on page 7, and the
performance  graph on page 20 shall not be deemed  incorporated  by reference by
any general  statement  incorporating by reference this Proxy Statement into any
filing under the Securities Act of 1933, or under the Securities Exchange Act of
1934,  except to the extent  that the  Company  specifically  incorporates  this
information  by  reference,  and shall not  otherwise be deemed filed under such
Acts.

Compensation Committee Report on Compensation

      The Compensation  Committee makes recommendations  concerning salaries and
compensation  for employees of and  consultant to  Hemispherx.  In general,  the
Compensation  Committee  seeks to link the  compensation  paid to each executive
officer to the performance of such executive  officer.  Within these parameters,
the executive compensation that is competitive with companies of comparable size
and with similar market and operating characteristics.

      The Company's policy is that executive compensation should be directly and
materially  related to the short-term and long-term  operating  performance  and
objectives of the Company.  As such, the  Compensation  Committee has determined
that  compensation  of executive  officers should include a mixture of short and
long range  compensation  elements  which are intended to attract,  motivate and
retain competent executive personnel,  increase executive ownership interests in
the Company and improve operating performance of the Company.

There are three elements in Hemispherx's  executive  compensation  program,  all
determined by individual and corporate performance:

o        Base salary
o        Annual incentive
o        Long-term incentive




      Base Salary

      In  establishing  base  salary  levels  for  individual  executives,   the
Compensation  Committee will consider  factors such as the executive's  scope of
responsibility,   current  and  future   potential   performance,   and  overall
competitive positioning relative to comparable positions at other companies. The
objective  of the Company is to structure  salaries  that are  competitive  with
those of similarly situated companies.

      The Summary  Compensation  Table shows  amounts  earned during 2002 by our
executive  officers.  The base salary  compensation  for each of Dr.  William A.
Carter and Robert E. Peterson is set by the terms of the  employment  engagement
agreement entered into with each Executive Officer.  Hemispherx  established the
base salary for its Chief  Executive  Officer,  Dr.  William A. Carter  under an
employment agreement dated December 31, 1998 (as amended on August 14, 2002) for
a base  salary of  $361,586  until May 8, 2008.  Hemispherx  also  extended  its
engagement  agreement with Robert E. Peterson,  Chief Financial  Officer,  which
provides for a base fee of $155,988 until  December 31, 2003.  Dr.  Carter's and
Mr.  Peterson's  agreements  provide  for annual cost of living  increases.  Dr.
Carter's  compensation  also  includes  funds  previously  paid to Dr. Carter by
Hahnemann  Medical  University  where he served as a professor  until 1998. This
compensation  was  continued by company and totaled  $79,826 in each of 2000 and
2001. In 2002, this compensation was $82,095.

      Annual Incentives

      Annual  incentive bonus awards are granted from time to time to executives
in recognition of their  contribution to the Company's  business and operations,
as  measured  against  competitors  of the company  and the  Company's  internal
budgets and operating plans.

      Under the terms of their respective agreements with the Company, our Chief
Executive Officer and President,  Dr. William A. Carter, and our Chief Financial
Officer, Robert E. Peterson, may receive an annual incentive bonus as determined
by the  Compensation  Committee  based on such executive  officer's  performance
during the previous calendar year. The cash bonus awarded to the Company's Chief
Executive  Officer  in  1999  and  2000  was  determined  on  provisions  of his
employment agreement.

      Long-Term Incentives

      The Company grants  long-term  incentive  awards  periodically  to align a
significant  portion of the  executive  compensation  program  with  stockholder
interests over the long-term  through  encouraging  and  facilitating  executive
stock  ownership.  Executives  are  eligible  to  participate  in the  Company's
incentive  stock  option  plans.  In  connection  with  extending  Dr.  Carter's
employment  agreement in 2002, the  Compensation  Committee  approved a grant of
1,000,000  warrants to our Chief  Executive  Officer and President,  Dr. William
Carter.  These warrants are exercisable at $2.00 per share.  All warrants expire
on August 13,  2008  unless  previously  exercised.  Also,  our Chief  Financial
Officer,  Robert E.  Peterson was granted  200,000  warrants to purchase  common
stock at $2.00 per  share  which  expires  August  13,  2008  unless  previously
exercised.

      Chief Executive Officer Compensation

      The  Summary  Compensation  Table  shows  that  during  the year  2002 the
Company's  Chief Executive  Officer and President,  Dr. William A. Carter earned
$376,782 in base compensation pursuant to the terms of his employment agreement.
In addition,  Dr. Carter's  compensation in 2002 also includes funds  previously
paid by Hahnemann University where he served as a Professor until 1998. In 2002,
Dr. Carter also received an aggregate of $12,486 in short term advances  bearing
interest at 6% per annum, of which were repaid by December 31, 2002.

      The Compensation  Committee  believes that Dr. Carter's total compensation
is consistent with the median  compensation  for CEO's in comparable  companies.
Factors reviewed by the Compensation Committee's assessment of the Company's and
the CEO's  performance  include  individual  performance,  growth in revenue and
expense management and implementation of the Company's business strategy.

      Compliance With Internal Revenue Code Section 162(m).

      One of the factors the Compensation Committee considers in connection with
compensation  matters is the  anticipated tax treatment to Hemispherx and to the
executives of the compensation arrangements.  The deductibility of certain types
of  compensation  depends  upon the  timing  of an  executive's  vesting  in, or
exercise of, previously granted rights. Moreover, interpretation of, and changes
in, the tax laws and other factors beyond the Compensation  Committee's  control
also affect the  deductibility  of compensation.  Accordingly,  the Compensation
Committee will not necessarily  limit executive  compensation to that deductible
under  Section  162(m) of the Code.  The  Compensation  Committee  will consider
various  alternatives to preserving the  deductibility of compensation  payments
and benefits to the extent consistent with its other compensation objectives.

           This report submitted by the Compensation Committee of the
                          Company's Board of Directors.

                                Richard C. Piani
                               William M. Mitchell






                       COMPARATIVE STOCK PERFORMANCE GRAPH

      The following graph compares the cumulative total  stockholder  return for
the  Company's  common  stock since  December 31, 1997 to the  cumulative  total
returns of (I) the  Standard  &Poor's  Smallcap  600 Index and (ii) a peer group
index  for  the  same  period,  assuming  an  investment  of $100 in each of the
Company's  common stock,  the Standard & Poor's  Smallcap 600 Index and the peer
group index.
[GRAPH OF TOTAL SHAREHOLDER RETURNS]


                      ASSUMES $100 INVESTED ON JAN. 1, 1996
                           ASSUMES DIVIDEND REINVESTED
                        FISCAL YEAR ENDING DEC. 31, 2001

                            ANNUAL RETURN PERCENTAGE
                                  Years Ending

Company Name / Index       Dec98    Dec99       Dec00        Dec01       Dec02
-------------------------------------------------------------------------------
HEMISPHERX BIOPHARMA INC   69.25    44.55       -52.20       -5.26      -52.67
S&P SMALLCAP 600 INDEX     -1.31    12.40        11.80        6.54      -14.63
PEER GROUP                  6.85    13.61        54.46       63.31       -7.96


                                                     INDEXED RETURNS
                                            Base     Years Ending
                                           Period
Company Name / Index       Dec97   Dec98    Dec99    Dec00     Dec01    Dec02
-------------------------------------------------------------------------------
HEMISPHERX BIOPHARMA INC   100    169.25   244.65   116.94     110.78   52.44
S&P SMALLCAP 600 INDEX     100     98.69   110.94   124.03     132.13  112.80
PEER GROUP                 100    106.85   121.39   187.50     306.22  281.85

Peer Group Companies
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GILEAD SCIENCES INC
ISIS PHARMACEUTICALS INC



SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
                              OWNERS AND MANAGEMENT

      The  following  table  sets  forth as of July 10,  2003,  the  number  and
percentage of outstanding  shares of common stock  beneficially owned by each of
our directors and the Named Executives; and all of our officers and directors as
a group. As of July 10, 2003, there were no persons, individually or as a group,
known to Hemispherx to be deemed the  beneficial  owners of five percent or more
of the issued and outstanding common stock.

OFFICERS, DIRECTORS    SHARES BENEFICIALLY OWNED %OF SHARE BENEFICIALLY OWNED(1)
AND PRINCIPAL
STOCKHOLDERS
---------------------- ------------------------- ------------------------------

William A. Carter, M.D. (2)    4,202,107                  (9.2%)

Robert E. Peterson      (3)      314,074                   *

Ransom W. Etheridge     (4)      214,316                   *

Richard C. Piani        (5)      196,747                   *


William M. Mitchell,M.D.(6)      175,640                   *

David R. Strayer, M.D.  (7)       87,246                   *

Carol A. Smith          (8)       28,457                   *

Iraj-Eqhbal Kiani       (9)       12,000                   *


All directors and executive officers as a
group (9 persons)              5,230,587                 (13.3%)
------------------------
* Less than 1%


(1)   For purposes of this table, a person or group of persons is deemed to have
      "beneficial ownership" of any shares of common stock which such person has
      the right to acquire  within 60 days of July 10,  2003.  For  purposes  of
      computing  the  percentage of  outstanding  shares of common stock held by
      each  person or group of persons  named  above,  any  security  which such
      person or  persons  has or have the right to acquire  within  such date is
      deemed  to be  outstanding  but is not  deemed to be  outstanding  for the
      purpose of computing the percentage ownership of any other person.  Except
      as  indicated in the  footnotes  to this table and pursuant to  applicable
      community property laws, Hemispherx believes based on information supplied
      by such persons, that the persons named in this table have sole voting and
      investment  power  with  respect  to all shares  common  stock  which they
      beneficially own.
(2)   Includes  (i) an option to  purchase  73,728  shares of common  stock from
      Hemispherx at an exercise  price of $2.71 per share and expiring on August
      8 2004,  (ii) Rule 701  Warrants  to purchase  1,400,000  shares of common
      stock at a price of $3.50 per share,  originally expiring on September 30,
      2002 was  extended  to  September  30,  2007;  (iii)  warrants to purchase
      465,000  shares of common  stock at $1.75 per share  issued in  connection
      with the 1995 Standby  Financing  Agreement and expiring on June 30, 2005;
      (iv) 340,000  common  stock  warrants  exercisable  at $4.00 per share and
      originally  expiring  on January 1, 2003 was  extended to January 1, 2008;
      (v)  170,000  common  stock  warrants  exercisable  at $5.00 per share and
      expiring on January 2, 2005; (vi) 25,000 warrants to purchase common stock
      at $6.50 per share and  expiring  on  September  17,  2003;  (vii)  25,000
      warrants  to  purchase  common  stock at $8.00 per share and  expiring  on
      September 17, 2004;  (viii) 100,000  warrants to purchase  common stock at
      $6.25 per share and  expiring on April 8, 2004;  (ix)  20,000  warrants to
      purchase common stock at $4.00 per share  originally  expiring  January 1,
      2003 was extended to January 1, 2008,  (x) 188,325  common stock  warrants
      exercisable  at $6.00 per share and expiring on February  22,  2006;  (xi)
      188,325 common stock warrants  exercisable at $9.00 per share and expiring
      on February 22, 2006 (xii) 300,000 common stock  warrants  granted in 1998
      that are  exercisable  at $6.00 per share and  expiring on January 1, 2006
      (xiii) options to purchase 6,666 shares of common stock at $4.03 per share
      and expiring on January 3, 2011 (xiv) 250,000 warrants  exercisable  $2.00
      per share on August 13, 2007 and 650,060 shares of common stock.
(3)   Includes  (i)  27,574  options  to  purchase  common  stock at an  average
      exercise price of $3.92 per share, expiring on July 17, 2003 (ii) warrants
      to purchase  50,000  shares of common stock at an exercise  price of $3.50
      per share,  expiring on March 1, 2006 (iii)  warrants to purchase  100,000
      shares of common  stock at $5.00 per share,  expiring  April 14, 2006 (iv)
      30,000 warrants to purchase  common stock at $5.00 per share,  expiring on
      February 28, 2009 (v) options to purchase  6,000 shares at $4.03 per share
      that expires on January 3, 2011 (vi) 200,000  warrants  exercised at $2.00
      per share  expiring  on  November  13,  2007 and (v) 500  shares of common
      stock.
(4)   Includes  20,000  warrants  to purchase  common  stock at $4.00 per share,
      originally  expiring  on  January 1, 2003 and was  extended  to January 1,
      2008; 25,000 warrants to purchase common stock at $6.50 per share;  25,000
      warrants  to purchase  common  stock at $8.00 per share,  all  expiring on
      September 12, 2004; 100,000 warrants  exercisable $2.00 per share expiring
      on August 13, 2007 and 44,316 shares of common stock.
(5)   Includes (i) 20,000  warrants to purchase 25,000 shares of common stock at
      $6.50 per share (ii) warrants to purchase 25,000 shares of common stock at
      $6.50 per share (iii) 25,000 warrants to purchase at $8.00 per share,  all
      expiring on September 17, 2004; (iv) 100,000 warrants exercisable at $2.00
      per share  expiring on August 13,  2007,  (v) 8,847 shares of common stock
      owned by Mr. Piani (vi) 12,900 shares of common stock owned jointly by Mr.
      And Mrs.  Piani;  and (vii)  5,000  shares of common  stock  owned by Mrs.
      Piani.
(6)   Includes (i) warrants to purchase  12,000  shares of common stock at $6.00
      per share,  expiring on August 25, 2003;  (ii) 25,000 warrants to purchase
      common stock at $6.50 per share;  (iii) 25,000 warrants to purchase common
      stock at $8.00 per share all expiring on September 17, 2004;  (iv) 100,000
      warrants  exercisable  at $2.00 per share  expiring on August 13, 2007 and
      13, 640 shares of common stock.
(7)   Includes (i) stock  options to purchase  20,000  shares of common stock at
      $3.50 per share;  (ii) 50,000  warrants to purchase  common stock at $4.00
      per share;  (iii) 2,500 stock options  exercisable  at $4.03 per share and
      expiring on January 3, 2011 and; (iv) 14,746 shares of common stock.
(8)   Consists of 5,000  warrants to  purchase  common  stock at $4.00 per share
      expiring June 7, 2008;  6,791 stock options  exercisable at $3.50 expiring
      January 22, 2007, 10,000 warrants  exercisable at $2.00 per share expiring
      in August 13, 2007 and options to purchase 6,666 shares of common stock at
      $4.03 per share expiring on January 3, 2011.
(9)   Consist s of 12,000 warrants exercisable at $3.86 per share  expiring  on
      April 30, 2005.


                                 PROPOSAL NO. 2

                      RATIFICATION OF SELECTION OF AUDITORS

         The Board of Directors, upon the recommendation of the Audit Committee,
     has  appointed  the firm of BDO  Seidman,  LLP as  independent  auditors of
     Hemispherx  for the  fiscal  year  ending  December  31,  2003  subject  to
     ratification  by  the  stockholders.   BDO  Seidman,   LLP  has  served  as
     Hemispherx's independent auditors since June, 2000.

         At the Annual Stockholder's  Meeting on August 14, 2002 and pursuant to
     the  recommendation  of the  Audit  Committee  of the  Board of  Directors,
     stockholders  ratified the appointment of the firm of BDO Seidman,  LLP, as
     independent  accountants,  to audit the financial statements of the Company
     for the year end December 31, 2002.

         All audit and professional  services  provided by BDO Seidman,  LLP are
     approved by the Audit Committee.  The total fees billed by BDO Seidman, LLP
     were  $104,885 in 2001 and $178,429 in 2002.  The fees for work in 2001 and
     2002 are  summarized  below in terms of  audit  work and  other  work.  BDO
     Seidman, LLP did not perform any tax work for the company in 2001 or 2002.

         Audit  Fees - The  aggregate  fees  billed  by  BDO  Seidman,  LLP  for
     professional  services  rendered for the audit of the  Company's  financial
     statements   for  the  year  ending   December   31,  2001  and  2002  were
     approximately  $96,707 in 2001 and  $131,284 in 2002.  These fees  included
     review of the Company's quarterly filings with the SEC.

         Other Fees - The  aggregate  fees billed by BDO Seidman,  LLP for other
     fees was $8,178 in 2001 and $47,145 in 2002.  These fees basically  reflect
     BDO Seidman,  LLP's work on reviewing Form S-3 registration  statements and
     acquisition due diligence.

         The Audit Committee has determined that BDO Seidman, LLP's rendering of
     these   non-audit   services  is  compatible  with   maintaining   auditors
     independence.  The Board of Directors considers BDO Seidman, LLP to be well
     qualified to serve as the  independent  public  accountants of the Company.
     If, however, the stockholders do not ratify the appointment of BDO Seidman,
     LLP, the Board of Directors  may,  but is not required to,  reconsider  the
     appointment.  It is anticipated that a representative  of BDO Seidman,  LLP
     will be present at the Annual  Meeting and will be  available to respond to
     appropriate questions.

         The affirmative  vote of at least a majority of the shares  represented
     and voting at the Annual Meeting at which a quorum is present (which shares
     voting  affirmatively  also  constitute at least a majority of the required
     quorum) is necessary  for approval of Proposal No. 2. Under  Delaware  law,
     there are no rights of appraisal or  dissenter's  rights,  which arise as a
     result of a vote to ratify the selection of auditors.



     THE BOARD OF DIRECTORS  DEEMS PROPOSAL NO. 2 TO BE IN THE BEST INTERESTS OF
HEMISPHERX AND ITS STOCKHOLDERS AND RECOMMENDS A VOTE "FOR" APPROVAL THEREOF.

                                 PROPOSAL NO. 3

                   APPROVAL OF THE COMPANY'S PROPOSAL TO AMEND
                          THE ARTICLES OF INCORPORATION

         The Board of  Directors  is  proposing  the approval and adoption of an
     amendment to the Company's  Certificate of  Incorporation,  which increases
     the number of common shares  authorized for issuance.  The complete text of
     the proposed  Amendment to the Certificate of  Incorporation is attached as
     Appendix A to this Proxy Statement.

         The Company's Articles  currently  authorize the issuance of 50,000,000
     common shares,  $.001 par value, and 5,000,000 Preferred Shares,  $.001 par
     value per share. In May, 2003, the Board of Directors  adopted a resolution
     proposing that the Articles be amended to increase the authorized number of
     common  shares  to  100,000,000  subject  to  stockholder  approval  of the
     Amendment to the  Articles.  The Board of  Directors  has  determined  that
     adoption  of the  Amendment  is in the best  interest  of the  Company  and
     unanimously recommends approval by the stockholders.

         As  of  July  14,  2003,  the  Company  had  35,821,275  common  shares
     outstanding and 13,294,527 common shares reserved for future issuance under
     the Company's existing stock option plans and outstanding options,  warrant
     and convertible  debentures,  leaving  884,198 common shares  available for
     future grants.

         The  Board  of  Directors   believes  that  the  proposed  increase  in
     authorized common shares will benefit the Company by providing  flexibility
     to issue common shares for a variety of business and  financial  objectives
     in the future without the necessity of delaying such activities for further
     stockholder approval,  except as may be required in particular cases by the
     Company's  charter  documents,  applicable  law or the  rules of any  stock
     exchange or national  securities  association  trading  system on which the
     Company's  securities may be listed or quoted.  In addition,  the Company's
     Board of Directors could issue large blocks of Company Common Stock to fend
     off unwanted tender offers or hostile takeovers without further stockholder
     approval.

         On March 12, 2003,  we issued an aggregate of  $5,426,000  in principal
     amount of 6% Senior  Convertible  Debentures  due  January  31, 2005 and an
     aggregate of 743,288  warrants to two investors in a private  placement for
     aggregate  gross proceeds of $4,650,000.  The Debentures  mature on January
     31, 2005 and bear interest at 6% per annum,  payable  quarterly in cash or,
     subject to satisfaction of certain  conditions,  common stock.  Pursuant to
     the terms and  conditions  of the Senior  Convertible  Debentures,  we have
     pledged all of our assets  including the assets  acquired  from  Interferon
     Sciences,  Inc.  other than  intellectual  property,  as collateral and are
     subject to comply with  certain  financial  and negative  covenants,  which
     include but are not limited to the  repayment  of principal  balances  upon
     achieving certain revenue milestone.

         The  Debenture  are  convertible  at the option of the investors at any
     time  through  January  31,  2005 into  shares  of our  common  stock.  The
     conversion price under the Debentures is fixed at $1.46 per share,  subject
     to adjustment for anti-dilution  protection for issuance of common stock or
     securities  convertible or  exchangeable  into common stock at a price less
     than the conversion price then in effect.

         The  investors  also  received  warrants to acquire at any time through
     March 12, 2008 an aggregate of 743,288 shares of common stock at a price of
     $1.68 per share. On March 12, 2004, the exercise price of the warrants will
     reset to the lesser of the  exercise  price then in effect or a price equal
     to the average of the daily  price of the common  stock  between  March 13,
     2003 and March 11, 2004 (but in no event less than  $1.176 per share).  The
     exercise  price (and the reset price) under the warrants also is subject to
     similar adjustments for anti-dilution protection.

         As of July 14, 2003, the debenture holders have converted $1,790,222 of
     debt into 1,126,179 shares of common stock and exercised all of the 743,288
     warrants,  which produced $1,248,724 in additional  operating funds for the
     Company.

         On July 10,  2003,  we  issued a second  set of 6%  Senior  Convertible
     Debentures in the  aggregate  principal  amount of  $5,426,000  and 507,103
     warrants to the same investors.  These  Debentures are due on July 31, 2005
     unless  converted  prior to that  date.  The  terms of the  Debentures  are
     similar to those issued to the investors in March, 2003.

         To assure that there are adequate  shares  available to be reserved for
     issuance  pursuant to conversion of the Debentures,  as payment of interest
     on the Debentures and upon exercise of the Warrants  related  thereto,  Dr.
     William A. Carter,  the Company's  Chairman,  President and Chief Executive
     Officer,  has  agreed  to waive  his  right to  exercise  an  aggregate  of
     3,006,650 Company options and warrants (collectively,  hereinafter referred
     to as  "Options")  held by him  unless and until the  Company's  authorized
     shares are  increased by the  stockholders  as presented in Proposal No. 3.
     For this waiver of rights and for the possible diminution in value of these
     Options that could result in the event that this  proposal is not approved,
     we plan to compensate  Dr. Carter.  An  independent  valuation firm will be
     engaged to assist the  independent  directors in  determining  the monetary
     value of this waiver and the possible loss, if any.

         For a more complete  description of this  transaction,  please refer to
the Form 8-K and Exhibits filed with the SEC on July 14, 2003.


         Other than reserving  shares  issuable upon exercise of certain options
     and warrants,  which shares were needed for the recent Debenture  offering,
     the Company has no specific  plans with regard to its use of the authorized
     but  unissued/unreserved  shares;  however, it anticipates that it will (i)
     attempt to raise capital through the sale of its common stock or securities
     convertible  into or  exercisable  for Common  Stock:  and/or (ii)  acquire
     additional assets.

         The  Board  of  Directors  has  no  specific   plans,   understandings,
     agreements or  commitments  to issue  additional  common shares for capital
     raising  transactions  or  acquisitions.  Failure  to  obtain  stockholders
     approval of this proposal will not impact the Company's existing agreements
     to issue common shares.

         The Board believes that the Company will be adversely  impaired of this
proposal is not approved.

     Recommendation and Required Vote

         The  affirmative  vote  of at  least  a  majority  of  the  issued  and
     outstanding  shares as of the record  date is  necessary  for  approval  of
     Proposal  No. 3. Under  Delaware  law,  there are no rights of appraisal or
     dissenter's  rights,  which  arise  as a  result  of a vote  to  amend  the
     Certificate of Incorporation.

     THE BOARD OF DIRECTORS  DEEMS PROPOSAL NO. 3 TO BE IN THE BEST INTERESTS OF
HEMISPHERX AND ITS STOCKHOLDERS AND RECOMMENDS A VOTE "FOR" APPROVAL THEREOF.


                                     GENERAL

     Unless  contrary  instructions  are  indicated on the proxy,  all shares of
     common  stock  represented  by  valid  proxies  received  pursuant  to this
     solicitation  (and not revoked before they are voted) will be voted FOR the
     election of all directors nominated and FOR Proposal No. 2 and 3.

     The Board of Directors knows of no business other than that set forth above
     to be transacted at the meeting,  but if other matters  requiring a vote of
     the  stockholders  arise,  the persons  designated as proxies will vote the
     shares of common stock  represented by the proxies in accordance with their
     judgment on such matters. If a stockholder  specifies a different choice on
     the proxy,  his or her shares of common  stock will be voted in  accordance
     with the specification so made.

     IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY.  WE URGE YOU TO FILL IN,
     SIGN AND  RETURN THE  ACCOMPANYING  FORM OF PROXY IN THE  PREPAID  ENVELOPE
     PROVIDED, NO MATTER HOW LARGE OR SMALL YOUR HOLDINGS MAY BE.

                                       By Order of the Board of Directors,
                                       Ransom W. Etheridge, Secretary

     Philadelphia, Pennsylvania
     July 21, 2003



                                                               APPENDIX "A"

                            CERTIFICATE OF AMENDMENT
                                     OF THE
                          CERTIFICATE OF INCORPORATION
                                       OF
                           HEMISPHERX BIOPHARMA, INC.

                            Under Section 242 of the
                    Corporation Law of the State of Delaware


          William A. Carter,  the President of HEMISPHERX  BIOPHARMA,  INC. (the
"Company"),  a  corporation  organized  and existing  under and by virtue of the
General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

FIRST: That the Board of Directors of said corporation, by written consent filed
with the minutes of the Board, adopted the following  resolutions  proposing and
declaring  advisable the following amendment to the Certificate of Incorporation
of said corporation:

    "Article `FOURTH' of the Certificate of Incorporation,  which sets forth the
    capitalization of the Company, is amended and, as amended, reads as follows:

               `FOURTH.  The total  number of shares of all  classes  of capital
               stock  which the  Corporation  shall have  authority  to issue is
               105,000,000 of which 100,000,000 shares shall be Commons Stock of
               the par value of $0.001 and  5,000,000  shares shall be Preferred
               Stock of the par value of $0.01, with such  designations,  rights
               and  preferences  as may be  determined  from time to time by the
               Board of Directors.'"

     SECOND:  That the aforesaid  amendment was duly adopted in accordance  with
the applicable  provisions of section 242 of the General  Corporation Law of the
State of Delaware.

     IN WITNESS  WHEREOF,  the  undersigned,  being the  President  hereinbefore
named, has executed,  signed and acknowledged  this amendment to the Certificate
of Incorporation this ___ day of September, A.D. 2003.




William A. Carter, President



                           HEMISPHERX BIOPHARMA, INC.
                         ANNUAL MEETING OF STOCKHOLDERS
                               SEPTEMBER 10, 2003

           THIS PROXY IS SOLICTED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned  hereby  appoints  William A. Carter and Ransom W. Etheridge and
each of them,  with full power of  substitution,  as proxies  to  represent  the
undersigned  at the Annual  Meeting of  Stockholders  to be held at the  Embassy
Suites,  1776 Benjamin Franklin Parkway,  Philadelphia,  Pennsylvania  19103, on
Wednesday,  September 10, 2003, at 10:00 a.m. local time and at any  adjournment
thereof, and to vote all of the shares of common stock of Hemispherx  Biopharma,
Inc. the undersigned would be entitled to vote if personally  present,  upon the
following matters:

Please mark box in blue or black ink.

1.       Proposal No.1-Election of Directors.

     Nominees: William A. Carter, Richard C. Piani, Ransom W. Etheridge, William
M. Mitchell, and Iraj-Eqhbal Kiani.

    / / For all  nominees  (except  as  marked  to the  contrary  below)

    / / AuthorityWithheld as to all Nominees

     (INSTRUCTION:  TO  WITHHOLD  AUTHORITY  TO VOTE FOR ANY  INIVDUAL  NOMINEE,
STRIKE A LINE THROUGH THE NOMINEE'S NAME)

William A. Carter         Richard C. Piani       Ransom W. Etheridge

William M. Mitchell       Iraj-Eqhbal Kiani

     2. Proposal No.  2-Ratification  of the  selection of BDO Seidman,  LLP, as
independent auditors of Hemispherx Biopharma,  Inc. for the year ending December
31, 2003.

    / /For                       / /Against                    / /Abstain


     3. Proposal No. 3 - Amend the Company's  Certificate  of  Incorporation  to
increase the authorized shares of common stock from 50,000,000 to 100,000,000.

    / /For                      / /Against                    / /Abstain

     In their  discretion,  the proxies are  authorized  to vote upon such other
business as may properly come before the meeting.

     THE SHARES  REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED.  THE BOARD
RECOMMENDS  A VOTE "FOR" ITEMS NOS. 1, 2 AND 3. IF NO  CONTRARY  INSTRUCTION  IS
GIVEN,  THE SHARES WILL BE VOTED FOR THE ELECTION OF WILLIAM A. CARTER,  RICHARD
C. PIANI,  RANSOM W.  ETHERIDGE,  WILLIAM A. MITCHELL AND  IRAJ-EQHBAL  KIANI AS
DIRECTORS, FOR PROPOSALS NO. 2 AND 3 AND IN THE DISCRETION OF THE PROXIES ON ALL
OTHER MATTERS PROPERLY BROUGHT BEFORE THE ANNUAL MEETING.
1469:
     Please date,  sign as name  appears at left,  and return  promptly.  If the
          stock is registered  in the name of two or more  persons,  each should
          sign.   When  signing  as  Corporate   Officer,   Partner,   Executor,
          Administrator,  Trustee,  or Guardian,  please give full title. Please
          note any change in your address alongside the address as it appears in
          the Proxy.


                                        Dated:----------------------------


                                              ----------------------------
                                                      Signature

                                              ----------------------------
                                                     (Print Name)


      SIGN, DATE AND RETURN PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE