UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K


                                 CURRENT REPORT

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

                        Date of Report (Date of earliest
                           event reported) October 7,
                             2005 ( October 6, 2005)

                           HEMISPHERX BIOPHARMA, INC.
             (Exact name of registrant as specified in its charter)

                           Delaware 0-27072 52-0845822
               (state or other juris- (Commission (I.R.S. Employer
           diction of incorporation) File Number) (Identification No.)

              1617 JFK Boulevard, Philadelphia, Pennsylvania 19103
               (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code: (215) 988-0080


          (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):

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

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

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

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








Section 1 - Registrant's Business and Operations

Item 1.01 Entry into a Material Definitive Agreement.

On October  6, 2005,  we amended  our  outstanding  debentures  due to mature on
October 31, 2005 and January 31, 2006 as follows:

1.       The maturity date was extended to June 30, 2007 and
2.       the interest rate was increased from 6% per annum to 7% per annum.

In addition,  we agreed to issue to the debenture  holders common stock purchase
warrants to purchase, in the aggregate, 225,000 shares of our common stock for a
period of four years at an exercise price of $2.50 per share.


                                   SIGNATURES


         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.


                                     HEMISPHERX BIOPHARMA, INC.


October 7, 2005       By: /s/  William A Carter
                                    -------------------------------------------
                                     William A. Carter M.D., President