June 1, 2005

Mail Stop 0306

Avtar Dhillon
Chief Executive Officer and President
Inovio Biomedical Corporation
11494 Sorrento Valley Road
San Diego, CA 92121-1318

      Re:	Inovio Biomedical Corporation
	Amendment No. 1 to Registration Statement on Form S-3
      Filed May 20, 2005
	File No. 333-123619

Dear Mr. Dhillon:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form S-3

Risk Factors
If we cannot maintain our existing corporate and academic
arrangements..., page 14

1. We note your response to prior comment 11.  Please disclose the
percentage of your revenues derived from your license and
collaboration agreement with Merck.




Serious and unexpected side effects attributable to gene therapy
may
result..., page 16
2. We note your response to prior comment 13.  Please provide us
with
a copy of the FDA rules referred to in your response and your
analysis as to how these rules prevent you from providing
additional
disclosure regarding the "serious adverse events."  We may have
further comment.

Form 10-Q for the Quarter Ended March 31, 2005

Note 3.  Stockholders` Equity, page 7

Common Stock, page 8

3. We note that you recorded an imputed dividend charge of
$1,942,773
related to 319,535 shares of common stock that were issued to
Series
C Preferred Shareholders. Tell us in detail how you accounted for
this transaction. Reference to accounting literature without
elaboration is not sufficient.  Revise future filings to clarify
as
well.

Form 8-K/A filed April 12, 2005
4. Please refer to prior comment 32.  We note the additional
disclosure of in-process research and development ("IPR&D") in
your
Form 10-Q on page 16, however you did disclose the significant
assumptions used to value each of the projects and the period in
which material cash inflows from these projects are expected to
commence. Please revise future filing to include this information.
Additionally, in future filings please provide an update of the
status of the IPR&D projects, along with details of any
significant
changes in assumptions made at the time of acquisition and how
this
impacts the expected return on investment.

*     *     *

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.





      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

      You may contact Kevin Kuhar at (202) 551-3662 or Angela
Crane
at (202) 551-3554 if you have questions regarding comments on the
financial statements and related matters.  Please contact Adelaja
Heyliger at (202) 551-3636 or me at (202) 551-3800 with any other
questions.

      Sincerely,



							Peggy A. Fisher
							Assistant Director

cc (via fax):  	Thomas Poletti, Esq., Kilpatrick & Lockhart
Nicholson Graham, LLP. 310.552.5001
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Avtar Dhillon
Inovio Biomedical Corporation
June 1, 2005
Page 1