Filed Pursuant to Rule 424(b)(3)
                            Registration Nos. 333-108645,333-111135, 333-113796,
                                                       333-117178 and 333-130008


                           HEMISPHERX BIOPHARMA, INC.

                        9,668,433 Shares of Common Stock
                    ----------------------------------------

The Offering:

         This prospectus relates to the resale of 9,668,433 shares of our common
stock that may be offered and sold from time to time by selling shareholders and
the  persons  to whom such  selling  stockholders  may  transfer  their  shares,
consisting  of: (1) 135% of 2,731,257  shares of common stock  issuable upon the
conversion,  redemption or other  payments  relating to our Series A, B and C 7%
Senior Convertible Debentures Due June 30, 2007 ("Debentures") and as payment of
interest  thereon and 135% of 3,615,512 shares of common stock issuable upon the
exercise of related  warrants  ("Debenture  Warrants");  (2)  948,333  shares of
common stock issuable upon exercise of other warrants; and (3) 151,959 shares of
common  stock  to be  sold  by  certain  of  the  selling  stockholders.  We are
registering these shares of common stock pursuant to commitments to register the
securities with the selling stockholders.

         No  securities  are  being  offered  or  sold  by us  pursuant  to this
prospectus.  The selling stockholders acquired the common stock and the warrants
to  purchase  common  stock  directly  from us in  transactions  exempt from the
registration  requirements  of federal and state  securities  laws.  We will not
receive  any of the  proceeds  from  the  sale of these  shares  by the  selling
stockholders,  but we will receive  proceeds from the cash exercise of warrants,
if any.

         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
December 9, 2005 was $2.61.

         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 5 to read about certain 
factors you should consider before buying shares of common stock.
                    -----------------------------------------

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

                The date of this prospectus is December 13, 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.

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

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

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

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

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

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

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

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

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

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

Securities Offered

Common stock to be offered
by the selling stockholders   9,668,433 Shares

Common stock outstanding
prior to this offerng        54,940,700 Shares

 

Use of Proceeds              We will not receive any of the  proceeds  from the
                             sale of the shares of common  stock  because  they
                             are being offered by the selling  stockholders and
                             we are not offering any shares for sale under this
                             prospectus,  but we may receive  proceeds from the
                             exercise  of  warrants  held  by  certain  of  the
                             selling stockholders. We will apply such proceeds,
                             if  any,   toward   funding   our   research   and
                             development  efforts,   capital  improvements  and
                             working capital. See "Use of Proceeds."

American Stock Exchange symbol              HEB

The 9,668,433 shares of our common stock offered consist of:

o    135% of  2,731,257  shares  of  common  stock
     issuable upon the  conversion,  redemption or
     other  payments  relating  to our Series A, B
     and C 7% Senior  Convertible  Debentures  Due
     June 30, 2007 (collectively, the "Debentures"
     and  individually,   "Series  A  Debentures,"
     Series   B   Debentures"    and   "Series   C
     Debentures")   and  as  payment  of  interest
     thereon;

o    135% of  3,615,512  shares  of  common  stock
     issuable   upon  the   exercise   of  related
     warrants ("Debenture Warrants");

o    948,333  shares of common stock issuable upon
     exercise of other warrants; and

o    151,959  shares  of  common  stock  owned  by
     certain of the selling stockholders.


                                  RISK FACTORS
                Special Note Regarding Forward-Looking Statements

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

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

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

No assurance of successful product development

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

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

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

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

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

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

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

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

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

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

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

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

We may require additional financing which may not be available.

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

         Under the common stock purchase agreement signed with Fusion Capital on
July 8, 2005,  we only have the right to receive  $40,000 per trading day unless
our stock price equals or exceeds  $2.00,  in which case the daily amount may be
increased  under certain  conditions as the price of our common stock  increases
(For a more  detailed  description  of the  terms  of  this  agreement,  see the
agreement  filed as an exhibit to our Current  Report on Form 8-K filed with the
SEC on July  11,  2005).  Fusion  Capital  shall  not  have  the  right  nor the
obligation  to purchase  any shares of our common stock on any trading days that
the market  price of our common  stock is less than  $1.00.  Since we  initially
registered  10,000,000  shares  purchasable  by Fusion  Capital  pursuant to the
common stock purchase agreement, the selling price of our common stock to Fusion
Capital  will have to  average at least  $2.00 per share for us to  receive  the
maximum  proceeds of $20.0  million  without  registering  additional  shares of
common stock. As of November 28, 2005, we need an average selling price of $2.04
per share for the  remainder  of the  agreement  to realize the  $20,000,000  in
proceeds. The closing price of our stock was $2.26 on November 28, 2005. Subject
to  approval  by our  board  of  directors,  we  have  the  right,  but  not the
obligation, to issue more than 10,000,000 shares to Fusion Capital. In the event
we elect to issue more than 10,000,000 shares, we will be required to file a new
registration  statement  and have it declared  effective by the  Securities  and
Exchange  Commission.  In the event that we decide to issue more than 10,113,278
(19.99%  of our  outstanding  shares  of  common  stock  as of the  date  of our
agreement),  we would first be required to seek stockholder approval in order to
be in compliance with the American Stock Exchange Market rules.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

We have limited manufacturing experience and capacity.

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

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

         On  September  9,  2005,  we  signed a Letter of  Intent  ("LOI")  with
Hollister-Stier Laboratories LLC of Spokane, Washington ("Hollister-Stier"), for
the contract  manufacturing  of Ampligen(R).  In November 2005, we paid $100,000
upon executing the LOI in order to initiate the manufacturing  project.  The LOI
shall remain in full force and effect for 90 calendar days or until a definitive
agreement is reached. The achievement of the initial objectives described in the
LOI, in combination with our polymer  production  facility under construction in
New  Brunswick,  N.J.,  may  enable  us to  manufacture  the raw  materials  for
approximately   10,000  doses  of  Ampligen(R)  per  week.  Based  on  the  LOI,
Hollister-Stier  has  agreed  to  formulate  and  bottle  Ampligen(R)  using raw
materials  received  from us. We have an executed  confidentiality  agreement in
place  and;   therefore,   have  commenced  the  preliminary   transfer  of  our
manufacturing  technology to Hollister-Stier.  Our decision to transfer relevant
manufacturing  technology absent of an executed  agreement,  was done in part to
expedite the eventual manufacture of Ampligen(R) by Hollister-Stier. On November
30, 2005 we completed  our  negotiations  and executed a Supply  Agreement  with
Hollister-Stier  for the production of Ampligen(R) for a five year term. We have
agreed to pay a one time start up fee and will provide funds to acquire  certain
equipment dedicated to Ampligen production.

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

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

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

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


Our products may be subject to substantial competition.

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

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

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

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

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

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

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

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

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

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

Uncertainty of health care reimbursement for our products.

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

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

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

Risks Associated With and Investment in Our Common Stock

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

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

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

o    adverse reactions to products;

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

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

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

o    announcements of technological innovations by
     us or our competitors;

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

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

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

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

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

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

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

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

         As of November 28, 2005,  approximately  1,132,457 shares of our common
stock,  constituted  "restricted  securities"  as  defined in Rule 144 under the
Securities Act of 1933,  402,798 of which are registered for public sale.  Also,
we have registered  21,106,907 shares issuable (i) to Fusion Capital pursuant to
the common stock purchase agreement with Fusion Capital; (11) upon conversion of
approximately  135% of  Debentures  that we issued  in 2003 and  2004;  (iii) as
payment of 135% of the interest on all of the Debentures;  (iv) upon exercise of
135% of the certain  Warrants;  and (v) upon exercise of certain other warrants.
In addition we will be registering an aggregate of 1,224,983 shares representing
135% of shares  issuable  upon  exercise of the  October  2009  Warrants  and as
additional  interest  shares  (resulting  from the amendment to the  Debentures.
Registration  of the shares permits the sale of the shares in the open market or
in privately negotiated transactions without compliance with the requirements of
Rule 144.  To the extent the  exercise  price of the  warrants  is less than the
market  price of the common  stock,  the holders of the  warrants  are likely to
exercise them and sell the  underlying  shares of common stock and to the extent
that the conversion  price and exercise  price of these  securities are adjusted
pursuant to  anti-dilution  protection,  the securities  could be exercisable or
convertible for even more shares of common stock. We also may issue shares to be
used to meet our capital  requirements  or use shares to  compensate  employees,
consultants  and/or directors.  We are unable to estimate the amount,  timing or
nature of future sales of outstanding common stock. Sales of substantial amounts
of our common  stock in the public  market  could cause the market price for our
common  stock to  decrease.  Furthermore,  a decline  in the price of our common
stock would likely impede our ability to raise  capital  through the issuance of
additional shares of common stock or other equity securities.

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

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

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

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

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

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






                              SELLING STOCKHOLDERS

         We have registered all 9,668,433 shares of common stock covered by this
prospectus on behalf of the selling  stockholders  named in the table below.  We
issued the shares,  the  Debentures  convertible  into shares,  and the warrants
exercisable for shares to the selling stockholders in private  transactions.  We
have  registered  the  shares  to  permit  the  selling  stockholders  and their
respective transferees,  assignees or other  successors-in-interest that receive
their shares from a selling stockholder to resell the shares, from time to time,
when they deem appropriate.

         The  table  below  identifies  the  selling  stockholders  who  will be
offering shares and other information  regarding the beneficial ownership of the
common stock held by each of the selling stockholders. For the Debenture holders
(the first two stockholders listed below), the second column lists the number of
shares of common  stock  beneficially  owned by each selling  stockholder  as of
November 28, 2005,  based on each selling  stockholder's  ownership of shares of
common stock,  Debentures and Debenture Warrants,  and assumes the conversion of
all the Debentures, the payment of all interest in stock and the exercise of all
Debenture  Warrants.  Because the  conversion  price of the  Debentures  and the
exercise  price of the  warrants  are subject to  adjustment  for  anti-dilution
protection,  the interest on the Debentures may be paid in cash or common stock,
and the value  attributed to any shares issued to the investors as interest (the
"Interest  Shares")  depends on the average  closing  price of the common  stock
during the five  consecutive  business  days  ending on the third  business  day
immediately  preceding the applicable  interest payment date, the numbers listed
in the second column may change. For the other selling stockholders,  the second
column  lists the  number of shares of common  stock  beneficially  owned by the
selling  stockholder as of the above date,  based on each selling  stockholder's
ownership of shares of common  stock,  and,  except as set forth in the relevant
footnotes, does not assume the conversion of any of the Debentures, the exercise
of any warrants or the payment of any interest on the  Debentures in the form of
common stock rather than cash.

         The third  column lists each selling  stockholder's  portion,  based on
agreements  with us, of the  9,668,433  shares of common stock being  offered by
this prospectus.  With regard to the first two selling stockholders,  the number
of shares being offered by this prospectus was determined in accordance with the
terms of the  registration  rights  agreements  with them, in which we agreed to
register the resale of 135% of (w) the number of shares of common stock issuable
upon conversion of the Debentures, plus (x) the number of shares of common stock
issuable upon exercise of the  Debenture  Warrants,  plus (y) an estimate of the
number of  Interest  Shares that may be issued to the  selling  stockholders  as
interest payments on the Debentures and assuming interest is paid exclusively in
Interest Shares over the full term of the Debentures, rather than in cash. As we
stated  above,  the number of shares that will actually be issued may be more or
less than the 9,668,433 shares being offered by this prospectus.

         Under  the  terms of the  Debentures  and the  Debenture  Warrants,  no
selling  stockholder  who owns any of these  securities may convert any of their
Debentures  or  exercise  any of the  foregoing  Warrants to the extent that the
conversion or exercise  would cause the selling  stockholder,  together with its
affiliates,  to  beneficially  own more  than  4.99% of the  shares  of our then
outstanding common stock following such conversion or exercise.  For purposes of
making this  determination,  shares of common stock issuable upon  conversion of
those Debentures which have not been converted and upon exercise of the Warrants
which have not been  exercised are excluded.  The number of shares in the second
and third columns does not reflect this limitation.

         Any selling  stockholder  may sell all, some or none of its  respective
shares in this offering. See "How The Shares May Be Distributed" below.

         Effective October 6, 2005, we amended our outstanding debentures due to
mature on October 31, 2005 and January 31, 2006 to extend the maturity  dates to
June 30, 2007 and increase the interest rates from 6% per annum to 7% per annum.
These  debentures,  as so amended,  are  referred to as the Series A, B and C 7%
Senior Secured Convertible  Debenture due June 30, 2007. In addition we issue to
the  debenture  holders  common  stock  purchase  warrants to  purchase,  in the
aggregate,  225,000  shares of our common stock for a period of four years at an
exercise  price of $2.50 per share.  Pursuant to our agreement with the holders,
we have  registered on their behalf 135% of the shares issuable upon (i) payment
of additional  interest on the  debentures  resulting  from the above  mentioned
revisions to the debentures and (ii) exercise of the warrants.  These shares are
included in the table below.


                                                                                                       
                                                       Common Stock                                           Common Stock
                                                       Owned Prior                 No. of  Shares             Owned After
Selling Stockholder                                    To Offering                 Being Offered              The Offering
-------------------------------------------------- ------------------------ ---------------------------- ----------------------
Portside Growth & Opportunity Fund                           3,207,477 (1)                 3,940,670 (1)         288,462
-------------------------------------------------- ------------------------ ---------------------------- ----------------------
-------------------------------------------------- ------------------------ ---------------------------- ----------------------
Leonardo L.P.                                                3,427,756 (2)                     4,627,471            -
-------------------------------------------------- ------------------------ ---------------------------- ----------------------
-------------------------------------------------- ------------------------ ---------------------------- ----------------------
Cardinal Securities LLC                                        156,666 (3)                       156,666            -
-------------------------------------------------- ------------------------ ---------------------------- ----------------------
-------------------------------------------------- ------------------------ ---------------------------- ----------------------
Windward Capital Advisors, LLC                                 186,667 (4)                       186,667            -
-------------------------------------------------- ------------------------ ---------------------------- ----------------------
-------------------------------------------------- ------------------------ --- ------------------------- ---------------------
HefCap Holdings, LLC                                           186,667 (5)                       186,667            -
-------------------------------------------------- ------------------------ ---------------------------- ----------------------
-------------------------------------------------- ------------------------ --- ------------------------- ---------------------
Baxter Capital Advisors, Inc.                                   30,000 (6)                        30,000            -
-------------------------------------------------- ------------------------ ---------------------------- ----------------------
-------------------------------------------------- ------------------------ ---------------------------- ----------------------
CEOCast, Inc.                                                   20,000 (7)                        20,000            -
-------------------------------------------------- ------------------------ ---------------------------- ----------------------
-------------------------------------------------- ------------------------ ---------------------------- ----------------------
Christopher Chipman                                             30,000 (8)                        30,000            -
-------------------------------------------------- ------------------------ ---------------------------- ----------------------
-------------------------------------------------- ------------------------ ---------------------------- ----------------------
Fried Epstein & Rettig LLP                                       5,000 (9)                         5,000            -
-------------------------------------------------- ------------------------ ---------------------------- ----------------------
-------------------------------------------------- ------------------------ ---------------------------- ----------------------
Business Asia Consultants, Inc.                                17,959 (10)                        17,959            -
-------------------------------------------------- ------------------------ ---------------------------- ----------------------
-------------------------------------------------- ------------------------ ---------------------------- ----------------------
JMBL, LTD                                                      75,000 (11)                        25,000          50,000
-------------------------------------------------- ------------------------ ---------------------------- ----------------------
-------------------------------------------------- ------------------------ ---------------------------- ----------------------
The Investor Relations Group                                   84,000 (12)                        84,000
-------------------------------------------------- ------------------------ ---------------------------- ----------------------
-------------------------------------------------- ------------------------ ---------------------------- ----------------------
William Mason                                                 131,066 (13)                    41,666(13)          89,400
-------------------------------------------------- ------------------------ ---------------------------- ----------------------
-------------------------------------------------- ------------------------ ---------------------------- ----------------------
W. Barry McDonald                                             131,067 (13)                    41,667(13)          89,400
-------------------------------------------------- ------------------------ ---------------------------- ----------------------
-------------------------------------------------- ------------------------ ---------------------------- ----------------------
Wayne Pambianchi                                              131,067 (13)                    41,667(13)          89,400
-------------------------------------------------- ------------------------ ---------------------------- ----------------------
-------------------------------------------------- ------------------------ ---------------------------- ----------------------
Gordon Ramseier                                               131,066 (13)                    41,666(13)          89,400
-------------------------------------------------- ------------------------ ---------------------------- ----------------------
-------------------------------------------------- ------------------------ ---------------------------- ----------------------
Daniel Tripodi                                                131,067 (13)                    41,667(13)          89,400
-------------------------------------------------- ------------------------ ---------------------------- ----------------------
-------------------------------------------------- ------------------------ ---------------------------- ----------------------
Michael Burrows                                               690,000 (14)                       150,000         540,000
-------------------------------------------------- ------------------------ ---------------------------- ----------------------


(1)      Includes  (i) up to  1,116,654  shares of common  stock  issuable  upon
         conversion of the Debentures, (ii) up to 107,104 shares of common stock
         issuable upon exercise of the Debenture  Warrants;  (iii) up to 650,000
         shares of common stock  issuable  upon exercise of Warrants that expire
         in May 2009,  (iv) up to 650,000  shares of common stock  issuable upon
         exercise  of  Warrants  that  expire in June 2009 and (v) up to 395,257
         shares of common stock  issuable  upon exercise of Warrants that expire
         in July 2009. Common Stock owned prior to the offering also includes an
         additional  288,462 shares issuable upon exercise of warrants issued in
         the August 5, 2004 Private Placement, which shares have been registered
         in another registration statements and are eligible for resale pursuant
         to a separate prospectus.  Ramius Capital Group, LLC ("Ramius Capital")
         is the  investment  adviser  of  Portside  Growth  &  Opportunity  Fund
         ("Portside")   and  consequently  has  voting  control  and  investment
         discretion over securities held by Portside.  Ramius Capital  disclaims
         beneficial  ownership of the shares held by  Portside.  Peter A. Cohen,
         Morgan B. Stark,  Thomas W. Strauss and Jeffrey M. Solomon are the sole
         managing  members of C4S& Co., LLC, the sole managing  member of Ramius
         Capital. As a result,  Messrs. Cohen, Stark, Strauss and Solomon may be
         considered  beneficial  owners of any shares deemed to be  beneficially
         owned by Ramius  Capital.  Messrs.  Cohen,  Stark,  Strauss and Solomon
         disclaim beneficial ownership of these shares.

(2)      Represents (i) up to 1,614,603 shares of common stock issuable upon 
         conversion of the Debentures, (ii) up to 117,896 shares of
         common stock issuable upon exercise of the Debenture Warrants; (iii) 
         up to 1,300,000 shares of common stock issuable upon exercise
         of Warrants that expire in May 2009, and (iv) up to 395,257 shares of 
         common stock issuable upon exercise of Warrants that expire
         in July 2009.  Angelo, Gordon & Co., L.P. ("Angelo, Gordon") is the 
         sole director of the general partner of Leonardo, L.P.
         ("Leonardo") and consequently has voting control and investment 
         discretion over securities held by Leonardo. Angelo, Gordon
         disclaims beneficial ownership of the shares held by Leonardo. Mr. 
         John M. Angelo, the Chief Executive Officer of Angelo, Gordon,
         and Mr. Michael L. Gordon, the Chief Operating Officer of Angelo, 
         Gordon, are the sole general partners of AG Partners, L.P., the
         sole general partner of Angelo, Gordon. As a result, Messrs. Angelo 
         and Gordon may be considered beneficial owners of any shares
         deemed to be beneficially owned by Angelo, Gordon. Messrs. Angelo and 
         Gordon disclaim beneficial ownership of these shares.

(3)      Represents up to 156,666  shares of common stock issuable upon exercise
         of warrants owned by Cardinal of which (i) 33,750 are  exercisable at a
         price of $2.57 per share,  (ii)  66,666 are  exercisable  at a price of
         $2.50 per share,  (iii) 26,250 are  exercisable at a price if $2.42 per
         share,  and (iv) 30,000 are  exercisable at a price of $3.04 per share.
         The  members of  Cardinal,  who share  voting  control  and  investment
         discretion, are H. David Coherd and Robert Rosenstein. Does not include
         shares  beneficially  owned by Messrs.  Coherd and Rosenstein  through,
         respectively, Windward Capital Advisors, LLC and HefCap Holdings, LLC.

(4)      H. David Coherd is the sole member of Windward Capital  Advisors,  LLC.
         Mr.  Coherd  is  one  of  the  members  of  Cardinal   Securities  LLC.
         Accordingly, the shares beneficially owned by Cardinal are deemed to be
         beneficially  owned by this selling  stockholder.  In addition,  shares
         owned and offered include up to 186,667 shares of common stock issuable
         upon  exercise  of warrants  of which (i) 33,750 are  exercisable  at a
         price of $2.57 per share,  (ii)  91,667 are  exercisable  at a price of
         $2.50 per share,  (iii) 6,250 are  exercisable  at a price if $2.42 per
         share,  and (iv) 30,000 are  exercisable at a price of $3.04 per share,
         and (v) 25,000 are exercisable at a price of $4.07 per share.

(5)      Robert  Rosenstein  is the sole  member of Hefcap  Holdings,  LLC.  Mr.
         Rosenstein  is  one  of  the  members  of  Cardinal   Securities   LLC.
         Accordingly, the shares beneficially owned by Cardinal are deemed to be
         beneficially  owned by this selling  stockholder.  In addition,  shares
         owned and offered include up to 186,667 shares of common stock issuable
         upon  exercise  of warrants  of which (i) 33,750 are  exercisable  at a
         price of $2.57 per share,  (ii)  91,667 are  exercisable  at a price of
         $2.50 per share,  (iii) 6,250 are  exercisable  at a price if $2.42 per
         share,  (iv) 30,000 are exercisable at a price of $3.04 per share,  and
         (v) 25,000 are exercisable at a price of $4.07 per share.

(6)      Peter Baxter is the president of Baxter Capital  Advisors,  Inc. Shares
         owned and offered  include up to 30,000 shares of common stock issuable
         upon  exercise  of warrants  of which (i) 11,250 are  exercisable  at a
         price of $2.57 per  share,  (ii)  8,750 are  exercisable  at a price if
         $2.42 per share,  and (iii) 10,000 are  exercisable at a price of $3.04
         per share.

(7)      Messrs. Ken Sgro and Rachel Glicksman share voting control and 
         investment discretion over the shares.  CEOCast provides investor
         relations consulting services to us.

(8)      Represents  (i)  5,000  shares   issuable  upon  exercise  of  warrants
         exercisable  at $3.91 per shares  expiring on February 28,  2009,  (ii)
         5,000 shares  issuable upon exercise of warrants  exercisable  at $4.25
         per shares  expiring on January 31, 2009,  (iii) 5,000 shares  issuable
         upon the  exercise of warrants  at $3.51 per share  expiring  March 31,
         2009. (iv) 5,000 shares issuable upon the exercise of warrants at $1.50
         expiring March 31, 2010, (v) 5,000 shares issuable upon the exercise of
         warrants at $1.87 expiring June 30, 2010 and (vi) 5,000 shares issuable
         upon the exercise of warrants at $1.70 expiring September 30, 2010. Mr.
         Chipman provides us with financial and accounting consulting services.

(9)      Represents shares issued to Fried Epstein & Rettig LLP, a law firm, for
         legal  services  provided to us. The three named  partners share voting
         control and investment discretion over the shares.

(10)     Business Asia Consultants, Inc. provides consulting services related 
         to obtaining distribution channels in China.  It is owned by
         Lawrence Kronick.

(11)     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. Common Stock owned prior to the offering
         also  includes  50,000  shares,  which shares have been  registered  in
         another registration statements and are eligible for resale pursuant to
         a separate prospectus.

(12)     Dian Griesel is the owner of the Investor Relations Group and is deemed
         to be the beneficial owner of all common stock owned by
         the Investors Relations Group.

(13)     Both columns include shares issuable upon the exercise of outstanding
         options exercisable at $1.55 per share expiring February 14,
         2015.  The first column also includes 89,400 shares owned by The Sage 
         Group.  The principals of The Sage Group are Wayne
         Pambianchi, Daniel Tripodi, W. Barry McDonald, Gordon Ramseier and R. 
         Douglas Hulse.  The foregoing securities were issued to The
         Sage Group and its principals for services provided to us.  Mr. Hulse 
         is our President.

(14)     Consists of shares  issuable upon exercise of 150,000 options issued in
         2005 to purchase common stock at $2.00 per share expiring September 23,
         2015.  Mr.  Burrows  is a former  member of the Board of  Directors  ad
         serves as an advisor to the Company  from time to time.  Also  includes
         540,000  shares of common stock of which Mr.  Burrows is the beneficial
         owner.

         The selling  stockholders have not been employed by, held office in, or
had any other material  relationship with us or any of our affiliates within the
past three years except as described in the footnotes above.

                        HOW THE SHARES MAY BE DISTRIBUTED

         The shares to be sold in this  offering have been or are in the process
of being listed on the American Stock  Exchange,  subject to official  notice of
issuance.  The selling  stockholders  may sell their shares of common stock from
time to time in various  ways and at various  prices.  The shares may be sold in
one or more  transactions  at fixed prices,  at prevailing  market prices at the
time of the  sale,  at  varying  prices  determined  at the time of sale,  or at
negotiated prices.  These sales may be effected in transactions that may involve
crosses  or  block  transactions.  Some of the  methods  by  which  the  selling
stockholders may sell the shares include:

o on any national  securities  exchange or quotation service on which the shares
may be listed or quoted at the time of sale;

o in the over-the-counter market;

o in  transactions  otherwise  than on  these  exchanges  or  systems  or in the
over-the-counter market;

o through the writing of options,  whether such options are listed on an options
exchange or otherwise;

o ordinary brokerage  transactions and transactions in which the broker solicits
purchasers;

o privately negotiated transactions;

o block  trades in which the broker or dealer will attempt to sell the shares as
agent but may  position  and  resell a  portion  of the  block as  principal  to
facilitate the transaction;

o  purchases  by a broker or dealer as  principal  and resale by that  broker or
dealer for the selling stockholder's account under this prospectus;

o sales under Rule 144 rather than by using this prospectus;

o through the settlement of short sales;

o a combination of any of these methods of sale; or

o any other legally permitted method.

         In  connection  with  sales of the  shares or  otherwise,  the  selling
stockholders may enter into hedging transactions with broker-dealers,  which may
in turn  engage  in short  sales of the  shares  in the  course  of  hedging  in
positions they assume.  The selling  stockholders may also sell shares short and
deliver  shares  to  close  out  short  positions,  provided  that  the  selling
stockholders  may not  close  out  short  positions  entered  into  prior to the
effective date of the registration  statement of which this prospectus is a part
with any shares included in this prospectus.  The selling  stockholders may also
pledge  their  shares as  collateral  for a margin  loan  under  their  customer
agreements   with  their  brokers.   If  there  is  a  default  by  the  selling
stockholders,  the brokers  may offer and sell the  pledged  shares from time to
time  under  this  prospectus  or an  amendment  to this  prospectus  under Rule
424(b)(3) or other applicable provisions of the Securities Act amending the list
of selling  stockholders to include the pledgee,  transferee or other successors
in interest as selling stockholders under this prospectus.

         Brokers  or dealers  may  receive  commissions  or  discounts  from the
selling  stockholders (or, if the broker-dealer  acts as agent for the purchaser
of  the  shares,  from  that  purchaser)  in  amounts  to be  negotiated.  These
commissions may exceed those customary in the types of transactions involved.

         We cannot  estimate at the present  time the amount of  commissions  or
discounts,  if any, that will be paid by the selling  stockholders in connection
with sales of the shares.

         The  selling   stockholders  and  any  broker-dealers  or  agents  that
participate  with the selling  stockholders in sales of the shares may be deemed
to be "underwriters" within the meaning of the Securities Act in connection with
such sales. In that event,  any commissions  received by the  broker-dealers  or
agents  and any  profit on the  resale of the  shares  purchased  by them may be
deemed to be underwriting commissions or discounts under the Securities Act. The
selling  stockholders  have  advised  us that  they  have not  entered  into any
agreements,   understandings   or   arrangements   with  any   underwriters   or
broker-dealers  regarding  the sale of the shares.  There is no  underwriter  or
coordinating broker acting in connection with the proposed sale of shares by the
selling  stockholders.  In addition,  each of the selling  stockholders who is a
registered  broker-dealer or is affiliated with a registered  broker-dealer  has
advised us that:

o it purchased the shares in the ordinary course of business; and

o at the time of the purchase of the shares to be resold,  it had no  agreements
or  understandings,  directly or  indirectly,  with any person to distribute the
shares.

         Under the securities laws of certain states,  the shares may be sold in
those states only through  registered or licensed  broker-dealers.  In addition,
the shares may not be sold unless they have been  registered  or  qualified  for
sale in the  relevant  state  or  unless  they  qualify  for an  exemption  from
registration or qualification.

         We do not know whether any selling  stockholder will sell any or all of
the  shares  registered  by the  shelf  registration  statement  of  which  this
prospectus forms a part.

         We  have  agreed  to  pay  all  fees  and  expenses   incident  to  the
registration of the shares,  including certain fees and disbursements of counsel
to certain of the selling stockholders.  We have agreed to indemnify the selling
stockholders against certain losses, claims, damages and liabilities,  including
liabilities under the Securities Act.

         Certain of the selling  stockholders  have also agreed to indemnify us,
our directors, officers, agents and representatives against certain liabilities,
including certain liabilities under the Securities Act.

         The  selling  stockholders  and  other  persons  participating  in  the
distribution  of the shares  offered  under this  prospectus  are subject to the
applicable  requirements  of Regulation M promulgated  under the Exchange Act in
connection with sales of the shares.

         We have agreed with the selling  stockholders to keep the  registration
statement  of which this  prospectus  is a part  effective  until all the shares
registered under the registration statement have been resold.


                                 USE OF PROCEEDS

         We will not receive any proceeds  from the sale of the shares of common
stock offered by the selling  stockholders.  Proceeds from the exercising of the
Warrants, if any, will be used for funding our research and development efforts,
capital improvements and working capital.


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

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

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

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

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

You 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 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

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






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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.....................5
Selling Stockholders............21
How the Shares May
Be Distributed..................25
Use of Proceeds.................27
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Where you can find
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More information................27
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Information Incorporated
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By Reference....................28
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Legal Matters...................29
Experts.........................29
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                               9,668,433 SHARES OF
                                  COMMON STOCK
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                           HEMISPHERX BIOPHARMA, INC.
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                                   PROSPECTUS
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                               December 13, 2005
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