Filing

                            [LETTERHEAD OF ADVENTRX]



                                 AUGUST 8, 2005


VIA EDGAR AND FACSIMILE ((202) 772-9217)

Jeffrey Riedler, Esq.
Assistant Director
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549



                  RE:     ADVENTRX PHARMACEUTICALS, INC.
                          FORM 10-KSB FOR THE YEAR ENDED DECEMBER 31, 2004
                          PROXY STATEMENT FILED MAY 20, 2005
                          FILE NO. 1-32157

Dear Mr. Riedler:

         We are responding to the staff's July 28, 2005 comment letter in the
above matter. Our responses are keyed to each comment with each comment IN BOLD
and our response in a bullet point after the comment. Also, we have attached
pages from our proposed Amendment No. 1 to the 10-KSB for 2004, marked to
reflect the changes we propose to make (subject to staff review) in response to
these comments. We will file Amendment No. 1 by Edgar once we hear that the
staff has no additional comments.


FORM 10-KSB

RISK FACTORS, page 19

1.       MANY OF YOUR RISK FACTORS COULD APPLY TO ANY ISSUER. PLEASE ENSURE THAT
         ALL RISK FACTORS IN YOUR FILING DESCRIBE YOUR COMPANY'S CIRCUMSTANCES
         WITH SPECIFICITY. WE NOTE THE FOLLOWING EXAMPLES:

         o    IN "IT IS UNCERTAIN THAT WE WILL HAVE ACCESS TO FUTURE CAPITAL OR
              GOVERNMENT GRANTS" ON PAGE 19, PLEASE DESCRIBE THE DIFFICULTIES
              YOU WOULD NEED TO OVERCOME TO OBTAIN A GOVERNMENT GRANT.

              >   we will delete the reference to government grants which are
                  not a source of funding on which we rely or on which we
                  presently plan to rely in the future.







Securities and Exchange Commission
August 8, 2005
Page 2





         o    "WE ARE NOT CERTAIN THAT WE WILL BE SUCCESSFUL . . ." ON PAGE 19,
              PLEASE DESCRIBE ANY MATERIAL DELAYS OR DIFFICULTIES YOUR PRODUCTS
              HAVE EXPERIENCED IN THE DEVELOPMENT PROCESS.

              >   we will enhance the disclosure to include delays due to lack
                  of funding in the past and manufacturing delays. While we have
                  not yet experienced manufacturing delays of commercial volumes
                  of our product, we are faced with challenges relating to
                  developing the manufacturing process to produce sufficient
                  quantities of our drugs to be used in preclinical and clinical
                  trials.

         o    IN "WE WILL FACE INTENSE COMPETITION FROM OTHER COMPANIES IN THE
              PHARMACEUTICAL INDUSTRY" ON PAGE 20, PLEASE IDENTIFY YOUR
              PRINCIPAL COMPETITORS AND THEIR PRODUCTS THAT COMPETE WITH YOURS.

              >   we will identify principal competitors and the competing
                  product.

         o    IN "UNCERTAINTIES RELATED TO HEALTH CARE REFORM MEASURES MAY
              AFFECT OUR SUCCESS" ON PAGE 21, PLEASE IDENTIFY ANY REFORM
              PROPOSALS THAT WOULD MATERIALLY AFFECT ON YOUR BUSINESS, AND STATE
              WHERE THESE PROPOSALS STAND IN THE ENACTMENT PROCESS.

              >   we know of no current such proposals.  We have revised this
                  risk factor accordingly.

         o    IF YOU HAVE RECEIVED NOTICE OF ANOTHER COMPANY'S BELIEF THAT YOU
              ARE INFRINGING THEIR PATENT, OR IF YOU HAVE NOTIFIED ANOTHER
              COMPANY OF YOUR BELIEF THAT THEY ARE INFRINGING ON YOUR PATENTS,
              PLEASE DESCRIBE THE SITUATION AND POTENTIAL CONSEQUENCES IN
              "PROTECTING OUR PROPRIETARY RIGHTS IS DIFFICULT AND COSTLY" ON
              PAGE 23.

              >   there are no such pending infringement matters.  We have
                  modified the risk factor accordingly.

         o    PLEASE IDENTIFY THE KEY PERSONNEL YOU REFER TO IN "OUR SUCCESS IS
              DEPENDENT ON OUR KEY PERSONNEL" AND "WE MAY BE UNABLE TO RETAIN
              SKILLED PERSONNEL AND MAINTAIN KEY RELATIONSHIPS" ON PAGE 23, AND
              STATE WHETHER YOU HAVE WRITTEN EMPLOYMENT AGREEMENTS WITH THESE
              INDIVIDUALS.

              >   we will delete the risk factor "OUR SUCCESS IS DEPENDENT ON
                  OUR KEY PERSONNEL" as no single employee or group of employees
                  is incapable of being replaced, and we will revise the other
                  risk factor.

         WITH THE ABOVE GUIDANCE IN MIND, PLEASE RE-EVALUATE ALL RISK FACTORS
         AND TAILOR THEM MORE TO YOUR COMPANY.




Securities and Exchange Commission
August 8, 2005
Page 3


              >   we have re-evaluated all risk factors and made the following
                  changes in response to this comment:

                  o   deleted the risk factor entitled "Insurance coverage is
                      increasingly more difficult to obtain or maintain" since
                      much the same subject matter is covered in the succeeding
                      risk factor.

                  o   deleted the risk factor entitled "We are not paying
                      dividends on our Common Stock" since stockholders should
                      be aware they are not receiving dividends and our dividend
                      policy is already stated in Part II, Item 5 of the 10-KSB.

                  o   deleted the risk factor entitled "The issuance of shares
                      of our Preferred Stock may adversely affect our Common
                      Stock" since this is a standard risk of all companies and
                      is not specific to us.

                  o   deleted the risk factor entitled "Under provisions of our
                      certificate of incorporation, bylaws and Delaware law, our
                      management may be able to block or impede a change in
                      control," since that type of disclosure describes standard
                      provisions in the certificates of incorporation of many
                      Delaware companies and is not material to the other
                      disclosures in the 10-KSB.

                  o   deleted the risk factor entitled "Officers' and directors'
                      liabilities are limited under Delaware law," since that
                      risk factor simply describes a provision of Delaware law
                      which is a standard provision in the certificates of
                      incorporation of many Delaware companies, and is not
                      material to the other disclosures in the 10-KSB.


POWER OF ATTORNEY, PAGE 35

2.       WE NOTE THE FILING DOES NOT INCLUDE THE SIGNATURE OF YOUR CONTROLLER OR
         PRINCIPAL ACCOUNTING OFFICER. PLEASE INCLUDE THIS SIGNATURE IN AN
         AMENDED FORM 10-KSB. IF CARRIE CARLANDER, THE CFO, ALSO SERVES AS THE
         CONTROLLER OR PRINCIPAL ACCOUNTING OFFICER, HER SIGNATURE SHOULD BE
         CAPTIONED AS SUCH IN YOUR AMENDED FILING. SEE GENERAL INSTRUCTION C.2
         OF FORM 10-KSB.

              >   At the time our 10-KSB was filed, Ms. Carlander was operating
                  as both our CFO and our principal accounting officer. We will
                  include a signature page in Amendment No. 1 to the Form 10-KSB
                  which will indicate her current status as CFO and her status
                  as CFO and principal accounting officer at the time of the
                  original filing of the 10-KSB.






Securities and Exchange Commission
August 8, 2005
Page 4


PROXY STATEMENT

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, PAGE 12

3.       IT APPEARS YOU DID NOT FILE AS AN EXHIBIT YOUR AGREEMENT WITH BURNHAM
         HILL PARTNERS. PLEASE FILE THIS AGREEMENT WITH YOUR AMENDED FORM
         10-KSB. SEE ITEM 601(b)(10)(i)(A) OF REGULATION S-B.

              >   We will file the Burnham Hill Partners agreement as an exhibit
                  to Amendment No. 1

         The Company acknowledges the following:

      o  the Company is responsible for the adequacy and accuracy of the
         disclosure in the above-referenced filings;

      o  staff comments or changes to disclosure in response to staff comments
         do not foreclose the Commission from taking any action with respect to
         the filing; and

      o  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.


Please call the undersigned at (858) 552-0866 or Henry D. Evans, Esq. of Bingham
McCutchen LLP at (415) 393-2503, or Venrice R. Palmer, Esq. of that office at
(415) 393-2036, the Company's outside counsel, if you have any questions
concerning this response.

Sincerely,


/s/ Evan Levine
    Evan Levine
    Chief Executive Officer


cc:      Gregory S. Belliston, Esq.                           (by facsimile)
         Division of Corporation Finance

         Henry D. Evans, Esq.                                 (by facsimile)
         Bingham McCutchen LLP

         Venrice R. Palmer, Esq.                              (by facsimile)
         Bingham McCutchen LLP