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 17, 2008

                           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 17, 2008, our Board of Directors,  in accordance  with its
prior  practice,  approved the issuance of replacement  of certain  options that
expired  unexercised  in June,  August and September  2008.  The new options are
exercisable  over a 10 year period,  for an  aggregate of 1,477,000  shares with
exercise  prices from $2.20 to $6.00 per share,  the same as the exercise prices
for the expired options.  These exercise prices are well above the closing price
of our common stock  ($.52) on  September  17,  2008.  The  replacement  options
included the following to officers and directors:

                                                          Per Share
Name                  Position          No. of Options    Exercise Price

W. Carter             CEO & Chairman    1,450,000         $2.20
W. Mitchell           Director             12,000         $6.00
C. Smith              VP-Manufacturing      5,000         $4.00


                                                              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 23, 2008                By:      /s/ William A.  Carter
                                           ---------------------------
                                           William A. Carter M.D.,
                                           Chief Executive Officer