Mail Stop 6010

	May 8, 2006


Dr. Michael Fonstein
Chief Executive Officer and President
Cleveland Biolabs, Inc.
11000 Cedar Avenue, Suite 290
Cleveland, Ohio 44106

Re:	Cleveland Biolabs, Inc.
	Amendment No. 1 to Registration Statement on Form SB-2
	Filed April 25, 2006
	File No. 333-131918

Dear Dr. Fonstein:

      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
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

Business, page 31

Protectan CBLB502, page 33

1. We note your response to prior comment 34.  Please tell us why
you
believe it is appropriate at this time to reference market
opportunities outside of the United States, as you do in the fifth
paragraph on page 44.

Principal Stockholders, page 56

2. We note your response and reissue prior comment 47, which seeks
disclosure of the natural persons who beneficially own the shares
held by The Cleveland Clinic Foundation and ChemBridge Corporation
(i.e., natural persons who have voting or dispositive control over
those shares), not disclosure of natural persons who are owners of
record.


Financial Statements

General

3. Please update the audited financial statements when required by
Item 310(g) to Regulation S-B.

Note 2.  Summary of Significant Accounting Policies, page F-10

- - I - Revenue recognition, page F-8

4. In your revised footnote, you state that you perform a
"percentage
of completion analysis to ensure that revenue is appropriately
recognized."  However, your policy states that revenue is
recognized
in one of two different ways (based on submission of costs and
receipts of cash) depending on the nature of the grant.  Please
tell
us how you use the "percentage of completion" calculation to
assess
the appropriateness of revenue.

Stock Split

5. Please revise to discuss your accounting for the 596 to 1 stock
split.  Please clarify whether the financial statements have been
retro-actively adjusted for the stock split as required by SAB
Topic
4C.

Note 4. Stock transaction, page F-15

6. With respect to the penalty shares, it appears that your debit
to
APIC, upon accrual, and the subsequent credit to APIC, upon
issuance,
almost nets out, with the difference being par value of common and
preferred shares.  Please tell us the basis for the accounting
treatment of these penalty shares and the reason that they are not
reflected as an expense.

7. In addition, we reference your response to our prior comment
number 70. As previously requested, please tell us whether you
will
have any other obligations under the Rights Agreement after you
become a public company. We do not see where this has been
addressed
in Note 4.

Undertakings, page II-5

8. Please provide the undertakings required by Item 512 (a)(4) and
(g)(2) of Regulation S-B.


*     *     *     *     *


      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 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.

      You may contact Praveen Kartholy at (202) 551-3778 or Brian
Cascio, Accounting Branch Chief, at (202) 551-3676 if you have
questions regarding comments on the financial statements and
related
matters.  Please contact Donald C. Hunt at (202) 551-3647 or me at
(202) 551-3444 with any other questions.

Sincerely,


Perry Hindin
Special Counsel

cc (via fax):  Ram Padmanabhan, Esq. - Katten Muchin Rosenman LLP
Dr. Michael Fonstein
Cleveland Biolabs, Inc.
May 8, 2006
Page 1