PROSPECTUS SUPPLEMENT


                                               Filed Pursuant to Rule 424(b)(3)
                                                    Registration No. 333-108645




                              PROSPECTUS SUPPLEMENT
                                    Number 2
                                       to
                        Prospectus dated October 15, 2003
                          which was supplemented in the
                        Prospectus dated October 30, 2003

                                       of

                           HEMISPHERX BIOPHARMA, INC.

This Prospectus  Supplement  includes the attached Quarterly Report on Form 10-Q
of Hemispherx Biopharma,  Inc. for the quarter ended September 30, 2003 filed by
us with the Securities and Exchange Commission.

Our common stock is listed on the American Stock Exchange under the symbol HEB.

NEITHER  THE  SECURITIES  AND  EXCHANGE  COMMISSION  NOR  ANY  STATE  SECURITIES
COMMISSION HAS APPROVED OR  DISAPPROVED  OF THESE  SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS  SUPPLEMENT.  ANY  REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

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

           The date of this Prospectus Supplement is November 19, 2003