8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K/A

Amendment No. 1

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 5, 2008

GENEREX BIOTECHNOLOGY CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Delaware	000-25169	98-0178636
(State or Other	(Commission	(IRS Employer
Jurisdiction of	File Number)	Identification
Incorporation)		Number)

33 Harbour Square, Suite 202, Toronto, Ontario Canada	M5J 2G2
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (416) 364-2551

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 4.01.Changes in Registrant's Certifying Accountant.

(a)On July 28, 2008, Generex Biotechnology Corporation (the "Company") received notice of the merger of Danziger Hochman Partners LLP (“Danziger”), the Company's independent registered public accountants, with MSCM LLP ("MSCM"), to be effective as of August 1, 2008. The merger of Danziger and MSCM did not close until the week of September 15, 2008. On September 5, 2008, the Audit Committee of the Company's Board of Directors received an engagement letter from MSCM and approved the engagement of MSCM as Danziger’s successor to continue as the Company's independent registered public accountant for the fiscal year ending July 31, 2008.

The reports of Danziger on the financial statements of the Company for the fiscal years ended July 31, 2007 and 2006 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles.

During the Company's fiscal years ended July 31, 2008 and 2007 and the subsequent interim period through September 5, 2008, the date on which the Company’s Audit Committee approved the engagement of MSCM and Danziger ceased being the Company’s auditors, there were no disagreements between the Company and Danziger on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Danziger, would have caused Danziger to make reference to the subject matter of the disagreements in connection with its audit reports on the Company's financial statements. During the Company's past fiscal years ended July 31, 2008 and 2007 and the interim period through September 5, 2008, Danziger did not advise the Company of any of the matters specified in Item 304(a)(1)(v) of Regulation S-K.

(b)During the Company's fiscal years ended July 31, 2008 and 2007 and the subsequent interim period through September 5, 2008, the Company had no consultations with MSCM regarding (a) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's consolidated financial statements as to which the Company received a written report or oral advice that was an important factor in reaching a decision on any accounting, auditing or financial reporting issue; (b) any matter that was the subject of a disagreement, as defined in Item 304(a)(1)(iv) of Regulation S-K, or (c) any matter that was the subject of a reportable event, as defined in Item 304(a)(1)(v) of Regulation S-K.

The Company has provided Danziger with a copy of the above disclosures as required by Item 304(a) of Regulation S-K in conjunction with the filing of this Form 8-K/A. The Company has requested that Danziger deliver to it a letter addressed to the Securities and Exchange Commission stating whether Danziger agrees with the disclosures made by the Company in response to Item 304(a) of Regulation S-K, and if not, stating the respects in which it does not agree. Danziger's letter is filed as Exhibit 16 hereto and incorporated herein by reference.

Item 9.01. Financial Statements and Other Exhibits.

(d) Exhibits.

Exhibit No. Description

16 Letter of Concurrence From Danziger Hochman Partners LLP, dated September 18, 2008

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GENEREX BIOTECHNOLOGY CORPORATION
Date: September 19, 2008	By:	/s/ Rose C. Perri
		Chief Operating Officer and
		Chief Financial Officer (principal financial officer)

EXHIBIT INDEX

Exhibit No. Description

16 Letter of Concurrence From Danziger Hochman Partners LLP, dated September 18, 2008

EX-16

Exhibit 16

September 18, 2008

Securities and Exchange Commission

100 F Street N.W.

Washington, D.C. 20549

Ladies and Gentlemen:

We have reviewed the disclosures made by Generex Biotechnology Corp. (the "Company") in its current report on Form 8-K/A which is to be filed with the Securities and Exchange Commission ("SEC").

Pursuant to Item 304(a) of Regulation S-K, we are required to furnish the Company with a letter addressed to the SEC stating whether or not we agree with the statements made by the Company in the Form 8-K/A regarding our replacement as the independent registered public accounting firm of the Company and, if not, stating the respects in which we do not agree.

We agree with the statements made by the Company with respect to us in Item 4.01 of the Form 8-K/A regarding our replacement on September 5, 2008 as the independent registered public accounting firm of the Company.

Very truly yours,

/S/ Danziger Hochman Partners LLP

Chartered Accountants

CORRESP

[GENEREX BIOTECHNOLOGY CORPORATION LETTERHEAD]

Via facsimile # 202.772.9217 & EDGAR

September 19, 2008

Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549

Attention: Tabatha Atkins

Staff Accountant

Mail Stop 6010

Re: Generex Biotechnology Corporation,

Item 4.01 Form 8-K

Filed September 10, 2008

File No. 000-25169

Ladies and Gentlemen:

On behalf of Generex Biotechnology Corporation, a Delaware corporation (the “Company”), we are transmitting for filing via EDGAR Amendment No. 1 (“Amended 8-K”) to the Company’s current report on Form 8-K (Items 4.01 and 9.01) filed on September 10, 2008 (the “8-K”).

Set forth below are the Company's responses to the comments of the Commission staff as set forth in your letter, dated September 12, 2008, with respect to the 8-K. For ease of reference, we have set forth the staff's comment followed by the Company's response. Capitalized terms not otherwise defined herein have the meanings ascribed to them in the Amended 8-Kt.

Securities and Exchange Commission

September 19, 2008

Page 2

With this correspondence, we are forwarding clean and marked courtesy copies of the Amended 8-K reflecting the changes made to the 8-K.

Item 4.01 Form 8-K

1. It appears that a change in accountant took place on August 1, 2008, the date the merger occurred between Danziger Hochman Partners LLP and MSCM LLP. Thus so being, it appears an Item 4.01 8-K was not filed within 4 business days of the date of the dismissal of your former auditors. Please note that this delinquency may impact your eligibility requirements for filing on Form S-3.

Response:

On July 31, 2008, the Company received a brief announcement from MSCM of the pending merger of Danziger with MSCM. The announcement stated that the effective date of the merger would be August 1, 2008. The Company had no prior notice of this event. On August 4, 2008, the Company received confirmation from one of the partners of Danziger that the two partners of Danziger would be joining MSCM and that there would be no change in the relationship between the Company and its auditors other than the increased resources of the new firm.

On September 5, 2008, the Company received the engagement letter from MSCM. On that date, the Company’s Audit Committee conducted a telephonic meeting to review the MSCM engagement letter, to approve the engagement of MSCM for the fiscal year 2008 and to approve the audit plan for fiscal year 2008..

Following receipt of the Staff’s comment letter, the Company has learned from Danziger that the merger of Danziger with MSCM did not close until the week of September 15, 2008 and, for accounting reasons, has been given an effective date of August 1, 2008. The Company also has learned that during the period from July 31, 2008 to the week of September 15, 2008, Danziger continued in existence and conducted its normal operations and that following the closing of the merger, Danziger will continue in existence for the purposes such as providing consents with respect to reports issued prior to the merger with MSCM. Based on this information, we have revised the description of the merger of Danziger and MSCM in the first paragraph of the Amended 8-K.

We respectfully submit that the Company’s 8-K was timely filed because Danziger remained the Company’s independent auditor until September 5, 2008, when the Audit Committee approved the engagement of MSCM. Prior to September 5, 2008, Danziger did not resign or decline to stand for re-appointment, and the Company did not dismiss Danziger. Only on September 5, 2008, when the Audit Committee received the engagement letter from MSCM and approved the engagement of MSCM did Danziger cease being the Company’s auditors. Only at that time did a reportable event under Form 8-K occur. For this reason, we have revised the date of the earliest reportable event on the cover page of the Amended 8-K from August 1, 2008, the date on which the Company initially believed that the merger of Danziger and MSCM would close, to September 5, 2008, the date on which the Audit Committee engaged MSCM as the Company’s independent auditors and Danziger ceased being the Company’s auditors.

Securities and Exchange Commission

September 19, 2008

Page 3

Furthermore, we respectfully submit that the timing of the filing of the 8-K should not impact the Company’s Form S-3 eligibility for the following reasons. For all practical purposes, the “change” in the Company’s independent auditors occurred in name only. The same partners who audited the Company’s 2007 financial statements will audit the Company’s 2008 financial statements. The “change” in accountants related solely to the organizational structure of the auditors’ own business operations and had nothing to do with the Company or the Company’s relationship with its auditors. The events described above do not constitute the type of change in accountants the late disclosure of which could adversely affect investors, and as such, do not warrant a penalty as severe as restricting the Company’s eligibility to use Form S-3.

2. Your references to the “subsequent interim period preceding the engagement of “MSCM” in the third paragraph is too vague. Please amend your filing to specifically state whether, during your past two fiscal years and in the subsequent interim period through August 1, 2008, the date of resignation, declination or dismissal there were any disagreements with the former accountant on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement(s), if not resolved to the satisfaction of the former accountant, would have caused it to make reference to the subject matter of the disagreement(s) in connection with its reports. You should specify the “interim period” as the “interim period through August 1, 2008,” which is the date Danziger Hochman Partners LLP ceased being your auditors.

Response:

The Company has revised the third paragraph of the Amended 8-K to amend the “interim period” through September 5, 2008, the date on which the Audit Committee approved the engagement of MSCM and the date on which Danziger ceased being the Company’s auditors..

Securities and Exchange Commission

September 19, 2008

Page 4

3. It is unclear why the fourth paragraph has been included. Please advise or revise.

Response:

The Company has deleted the fourth paragraph as it appeared in the 8-K in response to the above comment.

4. Your reference to the “subsequent interim period preceding the engagement of MSCM” in the fifth paragraph is too vague. Please amend your filing to specifically state whether, during your past two fiscal years through the date of engagement (September 5, 2008), you consulted MSCM, LLP regarding any of the matters outlined in Item 304(a)(2) of Regulation S-K. Ensure that your revised disclosure specifies whether you consulted MSCM LLP regarding any of the matter that was the subject of a reportable event during the aforementioned timeframe.

Response:

The Company has revised the fourth paragraph of the Amended 8-K to add the above-requested information.

5. Upon amending your filing, please include, as Exhibit 16, an updated letter from your former accountants, Danziger Hochman Partners LLP, as required by Item 304(a)(3) of Regulation S-K. Please ensure that your former accountants date their letter.

Response:

The Company has included an updated letter from Danziger as Exhibit 16 to the Amended 8-K.

Additionally, as requested in the Comment Letter, the Company acknowledges:

(i) the Company is responsible for the adequacy and accuracy of the disclosure in its filings with the Commission;

(ii) staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings; and

(iii) the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Securities and Exchange Commission

September 19, 2008

Page 5

Please do not hesitate to contact me at telephone number 416.364.2551, extension 235 or by e-mail at mfletcher@generex.com or by facsimile number 416.364.9363 with any questions regarding the responses set forth above.

Sincerely,

GENEREX BIOTECHNOLOGY CORPORATION

/s/ Mark A. Fletcher

Mark A. Fletcher

Executive Vice-President & General Counsel

Attachments