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



                              PROSPECTUS SUPPLEMENT
                                    Number 2
                                       to
                         Prospectus dated April 9, 2004
                                       of
                           HEMISPHERX BIOPHARMA, INC.



         On July 13, 2004, the holders of the following securities exercised the
securities: (a) warrants that we issued in October 2003 to purchase an aggregate
of 410,134  shares of our Common  Stock at an exercise  price of $2.32 per share
(referred to in the prospectus as the "October 2008 Warrants"), (b) warrant that
we issued in July 2003 to purchase an aggregate of 507,102  shares of our Common
Stock at an exercise price of $2.46 per share  (referred to in the prospectus as
the "July 2008 Warrants") and (c) additional investment rights that we issued in
January 2004 to purchase an aggregate of  $2,000,000  in principal  amount of 6%
senior secured  convertible  debentures due January 31, 2006 (referred to in the
prospectus as the "Additional Investment Rights"). We received gross proceeds of
$4,198,980  from the exercise of these  securities.  We issued to the exercising
holders  warrants  (the  "June 2009  Warrants")  to  purchase  an  aggregate  of
1,300,000 shares of common stock commencing on January 13, 2005 through June 30,
2009 at an initial  exercise price of $3.75 per share.  The general terms of the
June 2009  Warrants are similar to the terms of warrants  issued on May 14, 2004
(referred to in Supplement No. 1 to the prospectus as the "May 2009  Warrants").
We have agreed to register the shares  issuable  upon  exercise of the June 2009
Warrants  in  accordance  with  terms  substantially  similar  to  those  in the
Registration Rights Agreement dated January 26, 2004.

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 July 15, 2004