As filed with the Securities and Exchange Commission on July 21, 2005
                                    Registration No. 333-----------------------
-------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              --------------------

                                    FORM S-3
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                              --------------------

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

                                    Delaware
         (State or other jurisdiction of incorporation or organization)

                                   52-0845822
                      (I.R.S. Employer Identification No.)
                              --------------------

                               1617 JFK Boulevard
                        Philadelphia, Pennsylvania 19103
                                 (215) 988-0080

                        (Address, including zip code, and
                           telephone number, including
                           area code, of registrant's
                               principal executive
                                    offices)
                              --------------------

                William A. Carter, M.D., Chief Executive Officer
                           Hemispherx Biopharma, Inc.
                               1617 JFK Boulevard
                        Philadelphia, Pennsylvania 19103
                                 (215) 988-0080

(Name, address,  including zip code, and telephone number,  including area code,
of agent for service)

                        Copies of all communications to:
                              Richard Feiner, Esq.
                        Silverman Sclar Shin & Byrne PLLC
                        381 Park Avenue South, Suite 1601
                            New York, New York, 10016
                                 (212) 779-8600
                               Fax (212) 779-8858
 
Approximate  date of proposed sale to the public:  From time to time or
 at one time after the effective date of this Registration Statement.






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                                       ii
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     If the only  securities  being  registered  on this form are being  offered
pursuant to dividend or interest  reinvestment plans, please check the following
box. [ ]

     If any of the securities being registered on this Form are to be offered on
a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act of
1933 ("Securities  Act"),  other than securities offered only in connection with
dividend or reinvestment plans, check the following box. [X]

     If this form is filed to  register  additional  securities  for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list  the  Securities  Act  registration  statement  number  of the  earlier
effective registration statement for the same offering. [ ]

     If this form is a  post-effective  amendment filed pursuant to 462(c) under
the  Securities  Act,  check  the  following  box and  list the  Securities  Act
registration number of the earlier effective registration statement for the same
offering.[ ]

     If delivery of the  prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

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                         CALCULATION OF REGISTRATION FEE



=============================================  ================  ==================  ======================  =====================

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


Common Stock                                   10,845,597  (1)   $1.69               $18,329,059                    $2,157.33
                                               
=============================================  ================  ==================  ======================  =====================
=============================================  ================  ==================  ======================  =====================


Total Registration Fee                                                                                              $2,157.33
=============================================  ================  ==================  ======================  =====================






 
(1)      The shares being registered consist of (i) 452,798 shares of our common
         stock issued and outstanding, (ii) 10,392,799 shares issuable to Fusion
         Capital  Fund II,  LLC,  and such  indeterminate  number of  additional
         shares of common stock  issuable  for no  additional  consideration  by
         reason of any stock dividend,  stock split,  recapitalization  or other
         similar  transaction  effected  without the  receipt of  consideration,
         which results in an increase in the number of outstanding shares of our
         common stock. In the event of a stock split,  stock dividend or similar
         transaction  involving our common stock, in order to prevent  dilution,
         the number of shares  registered  shall be  automatically  increased to
         cover the  additional  shares in accordance  with Rule 416(a) under the
         Securities Act of 1933.

(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 July 18, 2005.

The Registrant hereby amends this registration statement on the date or dates as
may be necessary to delay its effective date until the  Registrant  shall file a
further amendment which  specifically  states that this  registration  statement
shall  thereafter  become  effective  in  accordance  with  Section  8(a) of the
Securities Act of 1933, as amended,  or until the  registration  statement shall
become  effective on a date as the  Securities and Exchange  Commission,  acting
pursuant to said Section 8(a), may determine.





The information in this  prospectus is not complete and may be amended.  Neither
we nor the selling stockholders may sell these securities until the registration
statement filed with the Securities and Exchange  Commission is effective.  This
prospectus is not an offer to sell these  securities and it is not soliciting an
offer  to buy  these  securities  in any  state  where  an  offer or sale is not
permitted.


                              Subject to Completion
                   Preliminary Prospectus Dated July 21, 2005

                           HEMISPHERX BIOPHARMA, INC.

                        10,845,597 Shares of Common Stock
                    ----------------------------------------

The Offering:

     This  prospectus  relates  to the sale of up to  10,795,597  shares  of our
common  stock by Fusion  Capital  Fund II,  LLC and up to  50,000  shares of our
common  stock by JMBL LLC.  We will not  receive  proceeds  from the sale of our
shares by the selling stockholders.

     Our common stock is listed on the American  Stock Exchange under the symbol
HEB. The reported  last sale price on the  American  Stock  Exchange on July 19,
2005 was $1.75.

     The  selling  stockholders  may sell their  shares from time to time on the
American  Stock  Exchange or  otherwise,  in one or more  transactions  at fixed
prices,  at prevailing market prices at the time of sale or at prices negotiated
with  purchasers.   The  selling   stockholders  will  be  responsible  for  any
commissions  or discounts due to brokers or dealers.  We will pay  substantially
all expenses of registration of the shares covered by this prospectus.

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

     Please  see the risk  factors  beginning  on page 4 to read  about  certain
factors you should consider before buying shares of common stock.
                                                              
 
         Fusion Capital is an "underwriter" within the meaning of the Securities
Act of 1933.

                                                              

         Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved  of these  securities or determined  that
this prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

                  The date of this prospectus is July 21, 2005






                               PROSPECTUS SUMMARY

         This prospectus is part of a registration  statement that we filed with
the Securities and Exchange Commission, or SEC, utilizing a "shelf" registration
statement.  The selling  stockholders may from time to time sell their shares of
our common stock in one or more transactions.  This prospectus provides you with
a general  description of the common stock being  offered.  You should read this
prospectus,  including all documents incorporated herein by reference,  together
with additional information described under the heading "Where You Can Find More
Information."

         The registration statement that contains this prospectus, including the
exhibits to the registration statement, contains additional information about us
and the  securities  being  offered under this  prospectus.  You should read the
registration  statement and the accompanying  exhibits for further  information.
The  registration  statement  and exhibits can be read and are  available to the
public over the Internet at the SEC's website at http://www.sec.gov as described
under the heading "Where You Can Find More Information."

About Hemispherx

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

         Our flagship  products  include  Ampligen  and Alferon.  Ampligen is an
experimental  drug  undergoing  clinical  trials for the treatment  of:  Myalgic
Encephalomyelitis/Chronic  Fatigue Syndrome  (ME/CFS),  HIV, and HIV/Hepatitis C
co-infection.  In August 2004, we completed a Phase III clinical  trial treating
over 230 ME/CFS patients with Ampligen and are in the process of preparing a new
drug application to be filed with the FDA. Alferon N Injection is the registered
trademark for our injectable  formulation of Natural Alpha Interferon,  which is
approved by the FDA for the  treatment  of genital  warts.  Alferon N is also in
clinical  development for treating  Hepatitis C ("HEP-C"),  Multiple  Sclerosis,
Human  Immunodeficiency  Virus (HIV),  West Nile Virus  ("WNV") and Severe Acute
Respiratory Syndrome (SARS).

         We have over 140 patents  worldwide with 10 additional  patents pending
comprising  our  core  intellectual  property,  a fully  commercialized  product
(Alferon), and a GMP certified manufacturing facility.

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

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

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

Securities Offered

         On July 8, 2005, we entered into a common stock purchase agreement with
Fusion Capital Fund II, LLC, pursuant to which Fusion Capital has agreed,  under
certain conditions,  to purchase on each trading day $40,000 of our common stock
up to an  aggregate  of $20.0  million  over  approximately  a 25 month  period,
subject to earlier  termination at our  discretion.  In our  discretion,  we may
elect to sell less of our common  stock to Fusion  Capital than the daily amount
and we may increase the daily amount as the market price of our stock increases.
The purchase  price of the shares of common stock will be equal to a price based
upon the future market price of the common stock  without any fixed  discount to
the market price.  Fusion  Capital does not have the right or the  obligation to
purchase  shares of our  common  stock in the event that the price of our common
stock is less than $1.00
         Fusion  Capital,  is offering for sale up to  10,795,597  shares of our
common  stock.  However,  in the  event  that  we  decide  to  issue  more  than
10,113,278,  i.e. greater than 19.99% of our outstanding  shares of common stock
as of the date of the  agreement,  we would first seek  stockholder  approval in
order to be in compliance  with American Stock Exchange  rules.  Assuming Fusion
Capital  purchases  all $20.0  million of common  stock,  we  estimate  that the
maximum  number of shares we will sell to Fusion  Capital under the common stock
purchase  agreement will be 10,000,000  shares  (exclusive of the 785,597 shares
issued  and to be issued to Fusion  Capital  as the  commitment  fee and  10,000
shares  issued to Fusion  Capital as a partial  expense  reimbursement).  In the
event we elect to issue more than 10,795,597  shares offered hereby,  we will be
required to file a new registration  statement and have it declared effective by
the SEC. The number of shares  ultimately  offered for sale by Fusion Capital is
dependent upon the number of shares purchased by Fusion Capital under the common
stock purchase agreement.  The other selling stockholder,  JMBL LLC, is offering
for sale up to 50,000 shares of our common stock.
          
         As of July 8, 2005, there were 50,984,488 shares outstanding, including
the  402,798  shares that we have  issued to Fusion  Capital  and 50,000  shares
offered by JMBL LLC, but excluding  10,392,799  shares offered by Fusion Capital
pursuant to this  prospectus  which it has not yet purchased  from us. If all of
shares  offered by this  prospectus  were issued and  outstanding as of the date
hereof,  the number of shares offered by this prospectus  would represent 21.3 %
of the total common stock outstanding as of July 8, 2005.
          
         We are also registering for sale any additional  shares of common stock
which  may  become  issuable  by  reason of any  stock  dividend,  stock  split,
recapitalization  or other similar  transaction  effected without the receipt of
consideration,  which results in an increase in the number of outstanding shares
of our common stock.


                                  RISK FACTORS

                Special Note Regarding Forward-Looking Statements

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

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

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

Risks Associated With Our Business

No assurance of successful product development

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

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

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

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

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

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

         We began  operations  in 1966 and last  reported  net profit  from 1985
through 1987. Since 1987, we have incurred  substantial  operating losses, as we
pursued our clinical  trial  effort and  expanded  our efforts in Europe.  As of
March 31, 2005 our accumulated deficit was approximately  $141,000,000.  We have
not  yet  generated  significant  revenues  from  our  products  and  may  incur
substantial  and increased  losses in the future.  We cannot assure that we will
ever achieve  significant  revenues from product sales or become profitable.  We
require, and will continue to require,  the commitment of substantial  resources
to develop our products.  We cannot assure that our product  development efforts
will be  successfully  completed or that required  regulatory  approvals will be
obtained or that any products will be manufactured and marketed successfully, or
be profitable.

We may require additional financing which may not be available.

         The  development  of  our  products  will  require  the  commitment  of
substantial  resources  to  conduct  the  time-consuming  research,  preclinical
development,  and clinical  trials that are  necessary  to bring  pharmaceutical
products to market.  As of March 31, 2005, we had  approximately  $14,407,000 in
cash and cash  equivalents  and  short-term  investments.  These funds should be
sufficient to meet our operating  cash  requirements  including debt service for
the near term. However, we may need to raise additional funds through additional
equity  or debt  financing  or from  other  sources  in  order to  complete  the
necessary clinical trials and the regulatory  approval  processes  including the
commercializing of Ampligen(R) products. There can be no assurances that we will
raise adequate funds which may have a material  adverse effect on our ability to
develop  our  products.  Also,  we have the  ability  to  curtail  discretionary
spending,  including some research and  development  activities,  if required to
conserve cash.

         We only have the right to receive  $40,000  per  trading  day under the
agreement with Fusion Capital unless our stock price equals or exceeds $2.00, in
which case the daily amount may be increased  under  certain  conditions  as the
price of our common stock increases. Fusion Capital shall not have the right nor
the  obligation  to purchase  any shares of our common stock on any trading days
that the market price of our common stock is less than $1.00. Since we initially
registered herein  10,000,000  shares  purchasable by Fusion Capital pursuant to
the common stock  purchase  agreement,  the selling price of our common stock to
Fusion  Capital  will have to average at least $2.00 per share for us to receive
the maximum proceeds of $20.0 million without  registering  additional shares of
common  stock.  Assuming a purchase  price of $1.75 per share (the  closing sale
price of the common stock on July 19,  2005) and the purchase by Fusion  Capital
of the full  10,000,000  shares  under  the  common  stock  purchase  agreement,
proceeds to us would only be $17,500,000  unless we choose to register more than
10,000,000  shares,  which we have the  right,  but not the  obligation,  to do.
Subject to  approval  by our board of  directors,  we have the right but not the
obligation to issue more than 10,000,000 shares to Fusion Capital.  In the event
we elect  to issue  more  than  10,000,000  shares  offered  hereby,  we will be
required to file a new registration  statement and have it declared effective by
the  Securities  and Exchange  Commission.  In the event that we decide to issue
more than 10,113,278 (19.99% of our outstanding shares of common stock as of the
date of our agreement),  we would first be required to seek shareholder approval
in order to be in compliance with the American Stock Exchange Market rules.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

         At present,  we do not have any  agreements  with third parties for the
supply of any polymers for use in manufacturing  Ampligen.  We have consolidated
relevant  manufacturing  operations into our New Brunswick,  New Jersey facility
for the production of Ampligen raw materials. This consolidation and transfer of
manufacturing  operations has been  implemented as an inspection of the Ribotech
facility in South Africa,  our previous  supplier of Ampligen(R)  raw materials,
indicated  that it did not, at present,  meet the  necessary GMP standards for a
fully certified  commercial  process.  The transfer of Ampligen(R) raw materials
manufacture to our own facilities,  while having obvious advantages with respect
to  regulatory  compliance  (other  parts of the  43,000 sq.  ft.  wholly  owned
facility are already in compliance for Alferon N manufacture), may delay certain
steps in the commercialization process, specifically a targeted NDA filing.

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

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

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

We have limited manufacturing experience and capacity.

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

         In  connection   with  settling   various   manufacturing   infractions
previously  noted  by  the  FDA,  Schering-Plough  ("Schering")  entered  into a
"Consent  Decree"  with the FDA  whereby,  among  other  things,  it  agreed  to
discontinue various contract (third party)  manufacturing  activities at various
facilities  including its San Juan, Puerto Rico, plant.  Ampligen(R)  (which was
not involved in any of the cited  infractions)  was produced at this Puerto Rico
plant from year 2000-2004. Operating under instructions from the Consent Decree,
Schering has advised us that it would no longer manufacture  Ampligen(R) in this
facility  beyond  2004  and  would  assist  us in an  orderly  transfer  of said
activities to other non Schering facilities. Accordingly, we have entered into a
Confidentiality  Agreement  with Mayne  Pharma  Pty,  Ltd  ("Mayne")  to lead to
reinitiation  and expansion of its  Ampligen(R)  manufacturing  program.  Senior
management at Mayne's Mulgrave operations in Australia recently informed us that
they are ceasing to continue with all  development  activities  associated  with
potential   contract   customers  and  all  other  contract   business  will  be
progressively  scaled  down over the next  couple of years.  Therefore,  Mayne's
Mulgrave   facility  in  Australia   will  no  longer  be  a   possibility   for
manufacturing.  We have obtained two proposals from  manufacturers in the US and
expect to obtain at least two more for the manufacturing of Ampligen. We want to
qualify  at least two GMP  facilities  in order to  maintain  a  minimum  of two
independent production sites. If we are unable to engage a contract manufacturer
in a timely manner, our plans to file an NDA for Ampligen(R) and, eventually, to
market and sell Ampligen(R) will be delayed.

         The purified drug concentrate  utilized in the formulation of ALFERON N
Injection(R)  is  manufactured  in our New  Brunswick,  New Jersey  facility and
ALFERON N  Injection(R)  was  formulated  and packaged at a production  facility
formerly  owned and operated by Abbott  Laboratories  located in Kansas.  Abbott
Labs has sold the facility to Hospira and we are currently in  discussions  with
two other production facilities for this work. We currently have 12,000 vials at
Hospira in purified drug  concentrate  form.  Hospira will complete the labeling
and  packaging  of this lot.  We have  identified  four new  potential  contract
manufacturers and obtained proposals for the future formulation and packaging of
Alferon. If we are unable to secure a new facility within a reasonable period of
time to formulate and package ALFERON N Injection(R) at an acceptable  cost, our
ability to sell ALFERON N Injection(R) and to generate profits therefrom will be
adversely affected.

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

         We have  never  produced  Ampligen(R)  or any other  products  in large
commercial  quantities.  We must  manufacture  our products in  compliance  with
regulatory  requirements in large commercial  quantities and at acceptable costs
in order for us to be profitable. We intend to utilize third-party manufacturers
and/or  facilities if and when the need arises or, if we are unable to do so, to
build  or  acquire  commercial-scale  manufacturing  facilities.  If  we  cannot
manufacture  commercial  quantities  of  Ampligen(R)  or enter into third  party
agreements for its manufacture at costs acceptable to us, our operations will be
significantly affected.  Also, each production lots of Alferon N Injection(R) is
subject to FDA review and approval prior to releasing the lots to be sold.  This
review and approval process could take considerable  time, which would delay our
having  product in inventory to sell.  Alferon N  Injection(R)  presently  has a
shelf life of 18 months after  having been  bottled.  Studies were  completed in
2004 to possibly extend the shelf life to 24 months.  We filed our annual report
with the FDA in December 2004  informing them of the extension of shelf-life for
Alferon N Injection(R). We filed the request with the FDA in May 2005 requesting
approval to relabel the first  2,000  vials with an  extended  shelf-life  of 24
months.  We anticipate a response from the FDA by the end of June 2005.  The FDA
responded  to our  relabeling  request of Alferon N  Injection(R)  in June 2005.
After reviewing the information submitted,  the FDA determined the submission as
a "Prior Approval Supplement".  Under this designation,  the FDA has six months,
as of May 2005, to approve the request to relabel  Alferon N  Injection(R)  with
the  extended  shelf-life.  We further  anticipate  a  response  from the FDA by
November 2005.

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

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

Our products may be subject to substantial competition.

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

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

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

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

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

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

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

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

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

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

Uncertainty of health care reimbursement for our products.

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

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

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

Risks Associated With and Investment in Our Common Stock

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

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

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

o    adverse reactions to products;

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

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

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

o    announcements of technological innovations by us or our competitors;

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

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

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

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

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

         Our  common  stock  is  listed  for  quotation  on the  American  Stock
Exchange.  For the 12-month  period ended June 30, 2005, the price of our common
stock has  ranged  from  $1.25 to $3.54 per  share.  We expect  the price of our
common stock to remain volatile.  The average daily trading volume of our common
stock varies  significantly.  Our  relatively low average volume and low average
number of  transactions  per day may affect the ability of our  stockholders  to
sell their shares in the public  market at  prevailing  prices and a more active
market may never develop.

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

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

         We have registered  10,795,597 shares herein for sale by Fusion Capital
and  50,000  shares  for sale by JMBL LLC.  As of July 18,  2005,  approximately
657,072  shares of our common  stock,  constituted  "restricted  securities"  as
defined  in Rule 144  under the  Securities  Act of 1933,  179,323  of which are
registered in prior  registration  statements.  In addition,  we have registered
8,989,720  shares  issuable  (i)  upon  conversion  of  approximately   135%  of
Debentures  that we  issued  in 2003 and 2004;  (ii) as  payment  of 135% of the
interest  on all of the  Debentures;  (iii)  upon  exercise  of 135% of  certain
warrants; and (iv) upon exercise of certain other warrants.  Registration of the
shares  permits  the sale of the  shares  in the  open  market  or in  privately
negotiated transactions without compliance with the requirements of Rule 144. To
the extent the  exercise  price of the warrants is less than the market price of
the common  stock,  the holders of the warrants are likely to exercise  them and
sell the underlying shares of common stock and to the extent that the conversion
price  and  exercise  price  of  these  securities  are  adjusted   pursuant  to
anti-dilution protection, the securities could be exercisable or convertible for
even more shares of common  stock.  We also may issue  shares to be used to meet
our capital  requirements  or use shares to  compensate  employees,  consultants
and/or  directors.  We are unable to estimate  the  amount,  timing or nature of
future sales of outstanding  common stock.  Sales of substantial  amounts of our
common  stock in the public  market  could cause the market price for our common
stock to decrease. Furthermore, a decline in the price of our common stock would
likely  impede our ability to raise  capital  through the issuance of additional
shares of common stock or other equity securities.

The sale of our common stock to Fusion  Capital may cause  dilution and the sale
of the shares of common stock  acquired by Fusion  Capital could cause the price
of our common stock to decline.

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

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

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

         Provisions of our  Certificate  of  Incorporation  and Delaware law may
make  it  more  difficult  for  someone  to  acquire  control  of us or for  our
stockholders to remove existing  management,  and might discourage a third party
from offering to acquire us, even if a change in control or in management  would
be beneficial to our stockholders. For example, our Certificate of Incorporation
allows us to issue shares of preferred  stock without any vote or further action
by our  stockholders.  Our  Board  of  Directors  has the  authority  to fix and
determine the relative rights and preferences of preferred  stock.  Our Board of
Directors  also has the  authority  to issue  preferred  stock  without  further
stockholder  approval.  As a result,  our Board of Directors could authorize the
issuance  of a series  of  preferred  stock  that  would  grant to  holders  the
preferred right to our assets upon  liquidation,  the right to receive  dividend
payments before dividends are distributed to the holders of common stock and the
right to the  redemption of the shares,  together  with a premium,  prior to the
redemption of our common stock.  In this regard,  in November 2002, we adopted a
stockholder  rights plan and, under the Plan, our Board of Directors  declared a
dividend distribution of one Right for each outstanding share of Common Stock to
stockholders of record at the close of business on November 29, 2002. Each Right
initially  entitles  holders to buy one unit of preferred stock for $30.00.  The
Rights generally are not  transferable  apart from the common stock and will not
be exercisable unless and until a person or group acquires or commences a tender
or exchange offer to acquire,  beneficial ownership of 15% or more of our common
stock.  However,  for Dr.  Carter,  our chief  executive  officer,  who  already
beneficially  owns 10.9% of our common stock,  the Plan's threshold will be 20%,
instead of 15%. The Rights will expire on November 19, 2012, and may be redeemed
prior thereto at $.01 per Right under certain circumstances.

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

                              SELLING STOCKHOLDERS

         The  following  table  provides   information   regarding  the  selling
stockholders and the number of shares of common stock they are offering.

         Unless otherwise  indicated in the footnotes below, we believe that the
persons and entities  named in the table have sole voting and  investment  power
with respect to all shares beneficially owned. The information  regarding shares
beneficially  owned after the offering assumes the sale of all shares offered by
each of the selling  stockholders.  The  percentage  ownership  data is based on
50,984,488 shares of our common stock issued and outstanding as of July 8, 2005.

         Neither of the  selling  stockholder  has had any  position,  office or
other material  relationship  with us or any of our  affiliates  within the past
three years,  other than as a  stockholder,  unless  otherwise  disclosed in the
footnotes.




                                                                                           
                                                 Common Stock                                   Common Stock
                                                 Owned Prior                 No. of  Shares     Owned After
Selling Stockholder                              To Offering                 Being Offered      The Offering
----------------------------------------------   ----------------------      ------------------ ----------------------
Fusion Capital Fund II, LLC (1) (2)                 402,798                   10,795,597                  0
----------------------------------------------   ----------------------      ------------------ ----------------------
----------------------------------------------   ----------------------      ------------------ ----------------------
JMBL LLC (3)                                         50,000                       50,000                  0
----------------------------------------------   ----------------------     ------------------ -----------------------


(1)  As of the date  hereof,  402,798  shares  of our  common  stock  have  been
     acquired  by Fusion  Capital  under the common  stock  purchase  agreement.
     Fusion Capital may acquire up to an additional  10,000,000 shares under the
     common  stock  purchase  agreement,  plus 392,799  shares as an  additional
     commitment  fee. Fusion Capital may not purchase shares of our common stock
     under the common stock purchase agreement if Fusion Capital,  together with
     its affiliates,  would  beneficially own more than 9.9% of our common stock
     outstanding at the time of the purchase by Fusion  Capital.  Fusion Capital
     has the right at any time to sell any  shares  purchased  under the  common
     stock purchase agreement which would allow it to avoid the 9.9% limitation.
     Therefore,  we do not believe that Fusion  Capital will ever reach the 9.9%
     limitation.

(2)  Steven  G.  Martin  and  Joshua B.  Scheinfeld,  the  principals  of Fusion
     Capital,  are deemed to be beneficial owners of all of the shares of common
     stock owned by Fusion  Capital.  Messrs.  Martin and Scheinfeld have shared
     voting and  investment  power over the Fusion  Capital shares being offered
     under this prospectus.

(3)  Jeffrey M. Busch, the principal of JMBL LLC, is deemed to be the beneficial
     owner of all shares of common stock owned by JMBL LLC. Mr. Busch has voting
     and  investment  power over the JMBL LLC shares  being  offered  under this
     prospectus.


                             The Fusion Transaction
 
General

         On July 8, 2005 we entered into a common stock purchase  agreement with
Fusion Capital Fund II, LLC, pursuant to which Fusion Capital has agreed,  under
certain conditions,  to purchase on each trading day $40,000 of our common stock
up to an aggregate of $20.0  million over a period of  approximately  25 months,
subject to earlier  termination  at our  discretion.  The purchase  price of the
shares of common  stock will be equal to a price  based  upon the future  market
price of the  common  stock.  Fusion  Capital  does  not  have the  right or the
obligation to purchase shares of our common stock in the event that the price of
our common stock is less than $1.00.
          
         Fusion  Capital is  offering  for sale up to  10,795,597  shares of our
common stock, which includes up to 10,000,000 shares of our common stock that we
authorized  for sale to Fusion  Capital  pursuant to the common  stock  purchase
agreement  for a maximum  proceeds of $20.0  million.  Assuming  Fusion  Capital
purchases all $20.0  million of our common  stock,  we estimate that the maximum
number of shares we will sell to Fusion  Capital under the common stock purchase
agreement will be 10,000,000  shares (exclusive of the 785,597 shares issued and
to be issued to Fusion Capital as the commitment fee and 10,000 shares issued to
Fusion  Capital as a partial  expense  reimbursement).  In the event we elect to
issue more than 10,795,597  shares offered hereby, we will be required to file a
new  registration  statement  and have it declared  effective by the SEC. In the
event that we decide to issue more than 10,113,278,  i.e. greater than 19.99% of
our outstanding shares of common stock as of the date of the agreement, we would
first be required to seek stockholder approval in order to be in compliance with
American Stock Exchange rules. The number of shares ultimately  offered for sale
by Fusion  Capital is  dependent  upon the number of shares  purchased by Fusion
Capital under the common stock purchase agreement.
          
Purchase Of Shares Under The Common Stock Purchase Agreement

         Under the common stock purchase  agreement,  on each trading day Fusion
Capital is obligated to purchase a specified  dollar amount of our common stock.
Subject to our right to suspend  such  purchases  at any time,  and our right to
terminate  the  agreement  with Fusion  Capital at any time,  each as  described
below,  Fusion Capital shall purchase on each trading day during the term of the
agreement  $40,000  of our  common  stock.  This  daily  purchase  amount may be
decreased  by us at any  time.  We also  have the  right to  increase  the daily
purchase  amount at any time,  provided  however,  we may not increase the daily
purchase  amount above  $40,000  unless our stock price is above $2.00 per share
for five consecutive trading days.

         The purchase price per share is equal to the lesser of:

o    the lowest sale price of our common stock on the purchase date; or
o    the  average of the three  lowest  closing  sale prices of our
     common stock during the twelve consecutive  trading days prior
     to the date of a purchase by Fusion Capital.

         The   purchase   price  will  be  adjusted   for  any   reorganization,
recapitalization,  non-cash dividend, stock split, or other similar transaction.
Fusion  Capital  may not  purchase  shares of our common  stock under the common
stock purchase agreement if Fusion Capital, together with its affiliates,  would
beneficially  own more than 9.9% of our common stock  outstanding at the time of
the purchase by Fusion Capital. Fusion Capital has the right at any time to sell
any shares purchased under the common stock purchase agreement which would allow
it to avoid  the 9.9%  limitation.  Therefore,  we do not  believe  that  Fusion
Capital will ever reach the 9.9% limitation.
 





         The following  table sets forth the amount of proceeds we would receive
from Fusion  Capital from the sale of shares of our common stock offered by this
prospectus at varying  purchase prices.  It is for  illustrative  purposes only.
Actual  results will differ  because it assumes that purchases will be made at a
constant price.

                                                         Proceeds from     
                                      Percentage of      the Sale of
                                      Shares             Shares to Fusion
                   Number of Shares   Outstanding        Capital Under
                   to be              After Giving       the Common Stock
Assumed Average    issued if Full     Effect to the      Purchase
Purchase Price     Purchase           Issuance to        Agreement
                                      Fusion Capital(1)   
----------------  ------------------  ------------------ ------------------
$1.00              10,000,000          16.3 %            $   10,000,000    
$1.75(2)           10,000,000          16.3 %            $   17,500,000    
---------------------------------------------------------------------------
$2.00              10,000,000          16.3 %            $   20,000,000    
$3.00               6,666,667          11.5 %            $   20,000,000    
---------------------------------------------------------------------------
$4.00              5,000,000            8.9 %            $   20,000,000    

                           

(1)      Based  on  50,984,488  shares  outstanding  as of  July 8,  2005  which
         includes  the  issuance  to Fusion  Capital of 10,000  shares of common
         stock as partial expense  reimbursement and 392,798 shares as a partial
         commitment  fee. Also includes the balance of commitment  fee shares to
         be issued (see "Commitment  Shares Issued to Fusion Capital" below) and
         the number of shares  issuable at the  corresponding  assumed  purchase
         price set forth in the adjacent column.

(2)      Closing sale price of our common stock on July 19, 2005.

         In connection with entering into the agreement,  we authorized the sale
to Fusion  Capital of up to 10,000,000  shares of our common stock.  We estimate
that we will issue no more than  10,000,000  shares to Fusion  Capital under the
common stock purchase  agreement  (exclusive of the 785,597 shares issued and to
be issued to Fusion  Capital as the  commitment  fee and 10,000 shares issued to
Fusion Capital as a partial expense reimbursement), all of which are included in
this offering.  We have the right to terminate the agreement without any payment
or  liability  to Fusion  Capital at any time,  including  in the event that all
10,000,000  shares are sold to Fusion  Capital  under the common stock  purchase
agreement.  In the  event  we elect to issue  more  than the  10,795,597  shares
offered  hereby,  we will be required to file a new  registration  statement and
have it declared effective by the SEC. In the event that we decide to issue more
than 10,113,278,  i.e.  greater than 19.99% of our outstanding  shares of common
stock  as of the date of the  agreement,  we would  first  be  required  to seek
stockholder  approval in order to be in compliance  with American Stock Exchange
rules.

Minimum Purchase Price

         Under  the  common  stock  purchase  agreement,  we have set a  minimum
purchase price ("floor price") of $1.00. Fusion Capital shall not have the right
nor the  obligation to purchase any shares of our common stock in the event that
the purchase price would be less than the floor price.
          
Our Right To Suspend Purchases
          
         We have the  unconditional  right to suspend  purchases at any time for
any reason effective upon one trading day's notice.  Any suspension would remain
in effect until our revocation of the suspension.
   
Our Right To Increase and Decrease the Amount to be Purchased

         Under the common stock purchase agreement, Fusion Capital has agreed to
purchase on each trading day during a period of approximately 25 months, $40,000
of our common stock or an aggregate of $20.0 million.  We have the unconditional
right to decrease the daily amount to be purchased by Fusion Capital at any time
for any reason effective upon one trading day's notice.

         In our  discretion,  we may elect to sell more of our  common  stock to
Fusion  Capital than the minimum  daily amount.  First,  in respect of the daily
purchase amount,  we have the right to increase the daily purchase amount as the
market  price of our  common  stock  increases.  Specifically,  for every  $0.15
increase in Threshold Price (as defined below) above $1.85, we have the right to
increase the daily purchase amount by up to an additional $10,000.  For example,
if the  Threshold  Price is $2.15 we would have the right to increase  the daily
purchase amount by up to an aggregate of $60,000.  The "Threshold  Price" is the
lowest sale price of our common stock  during the five trading days  immediately
preceding our notice to Fusion Capital to increase the daily purchase amount. If
at any time during any  trading day the sale price of our common  stock is below
the Threshold Price,  the applicable  increase in the daily purchase amount will
be void.

         In  addition  to the daily  purchase  amount,  we may elect to  require
Fusion  Capital to purchase on any single trading day our shares in an amount up
to  $250,000,  provided  that our share  price is above  $2.00  during  the five
trading  days prior  thereto.  The price at which such shares would be purchased
will be the lowest  Purchase  Price (as defined  above)  during the previous ten
trading days prior to the date that such purchase  notice was received by Fusion
Capital.  We may  increase  this  amount to $500,000 if our share price is above
$4.00 during the five trading days prior to our delivery of the purchase  notice
to Fusion Capital.  We may deliver multiple purchase  notices;  however at least
ten trading days must have passed since the most recent  non-daily  purchase was
completed.

Events of Default

         Generally,  Fusion  Capital may  terminate  the common  stock  purchase
agreement  without any liability or payment to us upon the  occurrence of any of
the following events of default:

o    the effectiveness of the registration statement of which this prospectus is
     a part of  lapses  for  any  reason  (including,  without  limitation,  the
     issuance of a stop order) or is  unavailable  to Fusion Capital for sale of
     our common stock offered hereby and such lapse or unavailability  continues
     for a  period  of ten (10)  consecutive  trading  days or for more  than an
     aggregate of thirty (30) trading days in any 365-day period;

o    suspension by our  principal  market of our common stock from trading for a
     period of three  consecutive  trading days; 

o    the  de-listing of our common stock from the American Stock  Exchange,  our
     principal market,  provided our common stock is not immediately  thereafter
     trading on the Nasdaq  National  Market,  the Nasdaq SmallCap Market or the
     New York Stock Exchange or the OTC Bulleting Board;

o    the transfer  agent's  failure for five (5) trading days to issue to Fusion
     Capital  shares of our common  stock  which  Fusion  Capital is entitled to
     under the common stock purchase agreement;

o    any  material  breach of the  representations  or  warranties  or covenants
     contained in the common stock purchase  agreement or any related agreements
     which has or which could have a material  adverse affect on us subject to a
     cure period of ten (10) trading days;

o    any  participation or threatened  participation in insolvency or bankruptcy
     proceedings by or against us; 

o    a  material  adverse  change  in  our  business,  properties,   operations,
     financial condition or results of operations; or

o
     the issuance of an aggregate of 10,113,278  shares to Fusion  Capital under
     our agreement and we fail to obtain the requisite stockholder approval.

 Our Termination Rights

         We have the  unconditional  right at any  time for any  reason  to give
notice to Fusion Capital terminating the common stock purchase  agreement.  Such
notice shall be effective  one trading day after Fusion  Capital  receives  such
notice.






Effect of Performance of the Common Stock Purchase Agreement on Our Stockholders

         All shares  registered in this offering will be freely tradable.  It is
anticipated  that shares  registered in this offering will be sold over a period
of up to 25 months from the date of this  prospectus.  The sale of a significant
amount of shares  registered  in this offering at any given time could cause the
trading price of our common stock to decline and to be highly  volatile.  Fusion
Capital may  ultimately  purchase all of the  10,000,000  shares of common stock
registered in this offering,  and it may sell some, none or all of the shares of
common stock it acquires  upon  purchase.  Therefore,  the  purchases  under the
common  stock  purchase  agreement  may result in  substantial  dilution  to the
interests of other  holders of our common stock.  However,  we have the right at
any time for any reason to: (1) reduce the daily  purchase  amount,  (2) suspend
purchases of the common  stock by Fusion  Capital and (3)  terminate  the common
stock purchase agreement.

No Short-Selling or Hedging by Fusion Capital

         Fusion  Capital  has agreed that  neither it nor any of its  affiliates
shall  engage in any direct or indirect  short-selling  or hedging of our common
stock  during any time prior to the  termination  of the common  stock  purchase
agreement.
          
Commitment Shares Issued to Fusion Capital

         Under the terms of the common stock purchase  agreement  Fusion Capital
has received 392,798 shares of our common stock as a partial  commitment fee and
is entitled to receive up to an  additional  392,799  commitment  shares.  These
additional commitment shares will be issued in an amount equal to the product of
(x) 392,799 and (y) the Purchase Amount Fraction. The "Purchase Amount Fraction"
means a fraction,  the  numerator  of which is the  purchase  price at which the
shares are being  purchased by Fusion  Capital and the  denominator  of which is
$20,000,000.  Unless an event of default  occurs  these  shares  must be held by
Fusion  Capital  until 25  months  from the date of the  common  stock  purchase
agreement or the date the common stock  purchase  agreement is  terminated or in
the event  that we cannot  commence  sales of stock to Fusion  Capital  prior to
October 31, 2005.
          
No Variable Priced Financings

         Until the termination of the common stock purchase  agreement,  we have
agreed not to issue,  or enter into any  agreement  with respect to the issuance
of, any variable priced equity or variable priced equity-like  securities unless
we have obtained Fusion Capital's prior written consent.

Participations Rights

         For a period of 20 months  from July 8,  2005,  the date of the  common
stock  purchase  agreement,  we have  granted  to  Fusion  Capital  the right to
participate  in the purchase of any New  Securities  (as defined  below) that we
may,  from  time to time,  propose  to issue  and  sell in  connection  with any
financing  transaction  to a third  party.  In  particular,  Fusion  Capital can
purchase  up to 20% of such New  Securities  at the same  price  and on the same
terms as such other investor.  "New  Securities"  means any shares of our Common
Stock,  preferred stock or any other equity securities or securities convertible
or  exchangeable  for  such  equity  securities,  provided,  however,  that  New
Securities does not include, (i) shares of Common Stock issuable upon conversion
or exercise of any  securities  outstanding  as of the date of the common  stock
purchase agreement, (ii) shares, options or warrants for Common Stock granted to
our officers, directors and employees pursuant to stock option plans approved by
our board of  directors,  (iii)  shares of common stock issued by us pursuant to
our 2004 Equity Incentive Plan and shares of common stock issuable upon exercise
of options and rights issued  pursuant to this plan, (iv) shares of Common Stock
issued  pursuant to the program  authorized  in 2003 to pay vendors for services
rendered,  (v) shares of Common Stock or securities  convertible or exchangeable
for Common  Stock  issued  pursuant  to the  acquisition  of another  company by
consolidation,  merger, or purchase of all or substantially all of the assets of
such  company  or (vi)  shares  of Common  Stock or  securities  convertible  or
exchangeable  into shares of Common Stock issued in connection  with a strategic
transaction  involving us and issued to an entity or an affiliate of such entity
that is engaged in the same or substantially  related business as we are. Fusion
Capital's  participation  rights shall not prohibit or limit us from selling any
securities so long as we make the same offer to Fusion Capital.


                              PLAN OF DISTRIBUTION

         The common stock  offered by this  prospectus  is being  offered by the
selling  stockholders.  The common stock may be sold or distributed from time to
time  by the  selling  stockholders  only  for  cash  directly  to  one or  more
purchasers or through  brokers,  dealers,  or underwriters who may act solely as
agents at market prices prevailing at the time of sale, at prices related to the
prevailing market prices, at negotiated prices, or at fixed prices, which may be
changed. The sale of the common stock offered by this Prospectus may be effected
in one or more of the following methods:

o    ordinary brokers' transactions;

o    transactions involving cross or block trades;

o    through brokers, dealers or underwriters who may act solely as agents;

o    "at the market" into an existing market for the common stock;

o    in other ways not involving  market makers or established  trading markets,
     including direct sales to purchasers or sales effected through agents;

o    in privately negotiated transactions;

o    any combination of the foregoing methods of sale; and

o    any other method permitted pursuant to applicable law.

         In order to comply  with the  securities  laws of  certain  states,  if
applicable,  the shares may be sold only through  registered or licensed brokers
or dealers.  In addition,  in certain states,  the shares may not be sold unless
they have been  registered  or  qualified  for sale in the state or an exemption
from the  registration  or  qualification  requirement is available and complied
with.

         Brokers,  dealers,   underwriters,   or  agents  participating  in  the
distribution  of the shares as agents may  receive  compensation  in the form of
commissions,  discounts,  or concessions  from the selling  stockholders  and/or
purchasers of the common stock for whom the broker-dealers may act as agent. The
compensation paid to a particular broker-dealer may be less than or in excess of
customary commissions.

     Fusion Capital is an "underwriter" within the meaning of the Securities Act
of 1933. JMBL LLC and any  broker-dealers or agents that are involved in selling
the  shares  for the  selling  stockholders  may be deemed to be  "underwriters"
within the meaning of the Securities Act of 1933 in connection with such sales..

     Neither we nor the selling  stockholders can presently  estimate the amount
of compensation that any agent will receive. We know of no existing arrangements
between the selling stockholders, any other stockholder, broker, dealer,
underwriter, or agent relating to the sale or distribution of the shares offered
by this  Prospectus.  At the time a  particular  offer  of  shares  is  made,  a
prospectus supplement,  if required, will be distributed that will set forth the
names of any  agents,  underwriters,  or dealers and any  compensation  from the
selling stockholder, and any other required information.

         We will pay all of the expenses incident to the registration, offering,
and sale of the shares to the public  other than  commissions  or  discounts  of
underwriters, broker-dealers, or agents. We have also agreed to indemnify Fusion
Capital and related persons against specified liabilities, including liabilities
under the Securities Act of 1933.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to our directors,  officers,  and controlling  persons,  we
have been advised that in the opinion of the SEC this indemnification is against
public   policy  as  expressed  in  the   Securities   Act  and  is   therefore,
unenforceable.

         Fusion  Capital  and its  affiliates  have  agreed not to engage in any
direct or indirect  short selling or hedging of our common stock during the term
of the common stock purchase agreement.

         We  have  advised  Fusion  Capital  that  while  it  is  engaged  in  a
distribution  of the shares included in this Prospectus it is required to comply
with  Regulation M  promulgated  under the  Securities  Exchange Act of 1934, as
amended.   With  certain   exceptions,   Regulation  M  precludes   the  selling
stockholders,  any affiliated purchasers,  and any broker-dealer or other person
who  participates  in  the  distribution  from  bidding  for or  purchasing,  or
attempting to induce any person to bid for or purchase any security which is the
subject  of  the  distribution  until  the  entire   distribution  is  complete.
Regulation M also prohibits any bids or purchases made in order to stabilize the
price of a security in connection with the distribution of that security. All of
the foregoing may affect the  marketability  of the shares  offered  hereby this
Prospectus.

         This  offering  will  terminate on the date that all shares  offered by
this Prospectus have been sold by the selling stockholders.


                                 USE OF PROCEEDS

We will not receive  any  proceeds  from the sale of the shares of common  stock
offered by the selling stockholders. However, We may receive up to $20.0 million
in proceeds from the sale of our common stock to Fusion Capital under the common
stock  purchase  agreement.  We intend to use such  proceeds  to extend  our New
Brunswick  facility for the production of  Ampligen(R)  and Alferon N injections
and for general corporate purposes.

                       WHERE YOU CAN FIND MORE INFORMATION

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

         We  have  filed  with  the   Securities   and  Exchange   Commission  a
registration  statement  (which contains this  prospectus) on Form S-3 under the
Securities Act of 1933.  The  registration  statement  relates to the securities
offered by the selling stockholders. This prospectus does not contain all of the
information  set  forth  in the  registration  statement  and the  exhibits  and
schedules  to the  registration  statement.  Please  refer  to the  registration
statement and its exhibits and schedules for further information with respect to
us, the common stock and the Warrants.  Statements  contained in this prospectus
as to the  contents  of any  contract  or  other  document  are not  necessarily
complete  and, in each  instance,  we refer you to the copy of that  contract or
document  filed as an exhibit to the  Registration  Statement.  You may read and
obtain a copy of the registration  statement and its exhibits and schedules from
the SEC, as described in the preceding paragraph.

                      INFORMATION INCORPORATED BY REFERENCE

         The Commission  allows us to "incorporate by reference" the information
that we file with them, which means that we can disclose  important  information
to you by referring you to those  documents.  The  information  incorporated  by
reference is considered  to be part of this  prospectus,  and later  information
that we file with the Commission  will  automatically  update and supercede this
information.  We incorporate by reference the following documents and any future
filing  made  with  the  Commission  under  Sections  13(a),  14 or 15(d) of the
Securities  Exchange Act of 1934 until we and the selling  stockholders sell all
the securities included in this prospectus:

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

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

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

(d)  Our current report on Form 8-K dated July 11, 2005, SEC File No. 1-13441.

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

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

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

                                  LEGAL MATTERS

     The validity of the common stock offered in this prospectus has been passed
upon for us by Silverman  Sclar Shin & Byrne PLLC, 381 Park Avenue South,  Suite
1601, New York, New York 10016.

                                     EXPERTS

     Our financial statements incorporated by reference in this Prospectus which
are included in our Annual  Report on Form 10-K for the year ended  December 31,
2004 have been audited by BDO Seidman,  LLP, an  independent  registered  public
accounting  firm,  to the extent and for the periods set forth in their  report,
and are included in reliance  upon such report given upon the  authority of said
firm as experts in auditing and accounting.



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

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No dealer, salesman or any other person is authorized to give any information or
to represent anything not contained in this prospectus. You must not rely on any
unauthorized information or representations. This prospectus is an offer to sell
these  securities  and  it is  not a  solicitation  of an  offer  to  buy  these
securities  in  any  state  where  the  offer  or  sale  is not  permitted.  The
information contained in this Prospectus is current only as of this date.

         TABLE OF CONTENTS

                                    Page
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Prospectus Summary..............     2
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Risk Factors........................ 4
Selling Stockholders.............   18
Plan of Distribution............... 25
Use of Proceeds...................  27
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Where you can find
More information.................   27
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Information Incorporated
By Reference....................... 27
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Legal Matters.....................  28
Experts...........................  28
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                              10,845,597 SHARES OF
                                  COMMON STOCK
-------------------------------------------------------------------------------



-------------------------------------------------------------------------------
                            HEMISPHERX BIOPHARMA, INC.
-------------------------------------------------------------------------------

-------------------------------------------------------------------------------
                                   PROSPECTUS
-------------------------------------------------------------------------------

-------------------------------------------------------------------------------
                                 July 21, 2005
-------------------------------------------------------------------------------




                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

 
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

SEC Filing Fees..................................................$ 2,157.33
American Stock Exchange Listing Fee*.............................$22,500.00
Printing and Engraving Expenses*.................................$ 4,000.00
Accounting Fees and Expenses*....................................$ 6,000.00
Legal Fees and Expenses*.........................................$12,000.00
Transfer Agent and Registrar Fees*...............................$ 1,500.00
Miscellaneous*...................................................$ 3,842.67
                                                             ---------------
 Total Expenses*..............................................$52,000.00
                                                             ---------------
-----------------                                    
* Estimated.

ITEM 15. 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 16. EXHIBITS.

Exhibit No. Description

4.1  Common  Stock  Purchase  Agreement,  dated July 8,  2005,  by and among the
     Company and Fusion Capital.*

4.2  Registration Rights Agreement, dated July 8, 2005, by and among the Company
     and Fusion Capital.*

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

23.1 Consent of BDO Seidman, LLP, independent registered public accounting firm.

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

24.1 Powers  of  Attorney  (included  in  Signature  Pages to this  Registration
     Statement on Form S-3).
                                                     

* Incorporated by reference from the exhibits to the Registrant's Current Report
on Form 8-K (SEC File No. 1-13441) filed on July 11, 2005.


ITEM 17. UNDERTAKINGS

A.       The undersigned registrant hereby undertakes:

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

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

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

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

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

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

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

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





                                   SIGNATURES

Pursuant to the  requirement  of the  Securities  Act of 1933,  this  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-3 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized in the City of  Philadelphia,  Commonwealth of  Pennsylvania,  on the
21st day of July, 2005.

HEMISPHERX BIOPHARMA, INC.
 (Registrant)

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

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

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-3 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:

Signature                 Title                         Date


/s/William A. Carter      Chairman of the Board,      July 21, 2005
-----------------------   Chief Executive Officer
William A. Carter, M.D.   (Principal Executive) 
                          and Director
                                                       
                                                      July __, 2005
-----------------
Richard C. Piani          Director

/s/Robert E. Peterson     Chief Financial Officer     July 15, 2005
---------------------     and Chief Accounting
Robert E. Peterson        Officer                              
                                                       

/s/Ransom W. Etheridge    Secretary, General          July 21, 2005
----------------------    Counsel And Director
Ransom W. Etheridge

/s/William M. Mitchell     Director                   July 18, 2005
----------------------
William M. Mitchell, M.D., Ph.D.

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

--------------------        Director                  July __, 2005
Iraj-Eqhbal Kiani, M.D.                              






Hemispherx Biopharma, Inc.
Form S-3
Index to Exhibits

Exhibit No. Description

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

23.1 Consent of BDO Seidman, LLP, independent registered public accounting firm.








                                                             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

                                                             July 19, 2005

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

Re:      Hemispherx Biopharma, Inc. - Registration Statement on Form S-3
         ---------------------------------------------------------------

Gentlemen:

We have acted as counsel for Hemispherx Biopharma,  Inc., a Delaware corporation
(the  "Company"),  in  connection  with  the  preparation  of  the  registration
statement  on  Form  S-3  (the   "Registration   Statement")   relating  to  the
registration under the Securities Act of 1933, as amended (the "Act"),  covering
the offering for resale of an aggregate of  10,845,597  shares of the  Company's
Common Stock, par value $0.001 per share,  consisting of : (i) 402,798 shares of
Common Stock (the "Issued Shares") issued to Fusion Capital Fund II LLC ("Fusion
Capital") in July, 2005; (ii) an aggregate of up to an additional 392,799 shares
of Common Stock (the "Additional  Commitment Shares") issuable to Fusion Capital
pursuant to the Fusion  Capital common stock  purchase  agreement  dated July 8,
2005 (the "Fusion Agreement");  (iii) an aggregate of up to 10,000,000 shares of
Common Stock (the "Purchase  Shares") issuable to Fusion Capital pursuant to the
terms of the Fusion  Agreement;  and (iv) an  aggregate  of 50,000  shares  (the
"Additional Shares") issued to JMBL LLC in May 2005.

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,
we are of the opinion that (i) the  Additional  Commitment  Shares to be offered
and sold by Fusion Capital have been duly  authorized to be issued in accordance
with the terms of the  Fusion  Agreement  and,  when  issued by the  Company  in
accordance with the terms of the Fusion Agreement, will be legally issued, fully
paid and  nonassessable;  (ii) the  Purchase  Shares to be  offered  and sold by
Fusion  Capital have been duly  authorized to be issued in  accordance  with the
terms of the Fusion  Agreement and, when issued and paid for in accordance  with
the terms of the  Fusion  Agreement,  will be  validly  issued,  fully  paid and
non-assessable;  (iii)  the  Additional  Shares  to be  offered  and sold by the
Selling  Stockholders have been duly authorized,  legally issued, fully paid and
nonassessable,  and (iv) the Issued Shares to be offered and sold by the Selling
Stockholders  have  been  duly  authorized,   legally  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 23.1


            Consent of Independent Registered Public Accounting Firm



Hemispherx Biopharma, Inc.
Philadelphia, Pennsylvania

We  hereby  consent  to  the   incorporation  by  reference  in  the  Prospectus
constituting a part of this Registration Statement of our reports dated February
4, 2005, relating to the consolidated financial statements and the effectiveness
of  Hemispherx  Biopharma,  Inc.'s  internal  control over  financial  reporting
appearing  in the  Company's  Annual  Report  on Form  10-K for the  year  ended
December 31, 2004.

We also  consent  to the  reference  to us under the  caption  "Experts"  in the
Prospectus.


BDO Seidman, LLP
Philadelphia, Pennsylvania

July 21, 2005