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)
                               September 10, 2007

                           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 5 - Corporate Governance and Management
- -----------------------------------------------

Item 5.02  Departure of Directors or Certain  Officers;  Election of  Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


         On  September  7,  2007,  our  Board  of  Directors,  pursuant  to  the
recommendation  of its  Compensation  Committee,  and in  accord  with our prior
practice,  approved  the  replacement  of certain  options  that were  issued on
September 2, 2002 and expired  unexercised  on August 13, 2007.  The new options
are  exercisable  over a 10 year  period  beginning  September  10, 2007 and the
exercise  price is $2.00  per  share,  the same as the  exercise  price  for the
expired options, which is 67% above the closing market price of our common stock
as of September 7, 2007. The replacement options issued were as follows:


Name                       Position         No. of Options
______                     ____________     _________________
D. Strayer                 Med. Director               50,000
R. Peterson                CFO                        200,000
W. Carter                  CEO & Chairman           1,000,000
R. Etheridge               Sec., Corp Counsel
                           & Director                 100,000
W. Mitchell                Director                   100,000
R. Piani                   Lead Director &
                           Chairman of
                           Comp. Committee            100,000

         In addition, on September 7, 2007, our Board of Directors,  pursuant to
the  recommendation  of its  Compensation  Committee,  and in accord  with prior
practice,  approved the issuance on October 1, 2007 of  replacement  options for
1,400,000  options  due to expire on  September  30,  2007 which are held by Dr.
William Carter, our CEO and Chairman. The new options will be exercisable over a
10 year period and the exercise  price will be $3.50 per share,  the same as the
exercise price for the options being replaced.










                                   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.


September 13, 2007             By:      /s/ William A. Carter
                                        ----------------------
                                        William A. Carter M.D.,
                                        Chief Executive Officer