[LOGO] GENETHERA


                                                               November 30, 2004



Mr. Jeffrey Riedler, Esq. Mail Stop 3-09
United States Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20548

Re:      GeneThera, Inc.
         Comment Letter
         File No. 333-118937


Dear Mr. Riedler,

Thank you for the fourth comment letter sent by your department on November 29,
2004. We have attempted to address all the comments in a comprehensive manner.
We are sending one bound "marked" copy of the amended filing and one "clean"
copy that we hope will facilitate your review. This letter will attempt to key
our responses to your comments.

Form SB-2

General

1. Please file on EDGAR all prior correspondence from the Company relating to
our comment letter dated November 16, 2004. Refiled under CORRESP.

Convertible Notes, page 10

2. We note your response to comment 7 and your revised disclosure. Please
disclose the conversion price and the current market price at the date of the
execution of the convertible promissory notes. Acknowledged and completed on
pages 10-11.



Certain Relationships and Related Transactions, page 22

3. We note your revised disclosure in this section regarding the payments made
to certain individuals in connection with professional services rendered to the
Company. Please revise this section to provide if the terms in each of these
transactions were on as terms as favorable as those that could have been
obtained from unaffiliated third parties.

      As payment for legal services rendered, Steven Slaw received 16,000 shares
of restricted stock valued at $16,000 in January 2004. This transaction was on
terms as favorable as those that could have been obtained from unaffiliated
third parties.

      As payment for financial consulting services, Mark Herzog received 16,000
shares of restricted stock valued at $16,000 in January 2004. This transaction
was on terms as favorable as those that could have been obtained from
unaffiliated third parties.


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      Under a scientific consulting agreement, James Huang received 20,000
shares of restricted stock valued at $20,000 in August 2004. This transaction
was on terms as favorable as those that could have been obtained from
unaffiliated third parties.

      As payment for legal services rendered, Richard W. Bryans received 75,000
shares of restricted stock valued at $$71,250. This transaction was on terms as
favorable as those that could have been obtained from unaffiliated third
parties.

Recent Sales of Unregistered Securities, Page II-1

4. We note your response to comment 15 and reissue the comment in part. For each
issuance you describe in this section, revise to identify the investors or class
of investors. Please note that accredited investor is not a class of investors
that we will recognize. Acknowledged and completed starting on page II-1.


Exhibit List

5. We note your response to comment 16 and reissue the comment in part. Please
revise your exhibit list presently to reflect that your exhibits Curriculum
Vitae and Lease Agreement are filed as exhibits 99.1 and 99.2, respectively, and
not 99.2 and 99.3. In addition, please note that your Resolution Agreement
indicated on the exhibit list as exhibit 99.1 has not been filed. Please revise
your exhibit list accordingly. Corrected per comment. The Resolution Agreement
listed as 99.1 was renamed and refiled in the last amendment as exhibit 10.11.

6. In addition, with respect to exhibits 3.1.1 and 3.1.2, if you are
incorporating by reference these items from previously Commission filed
documents, please so indicate on the exhibit list, including the documents you
are incorporating to. However, if the documents you are incorporating to have
not been filed on Edgar, you should not incorporate by reference. Rather, the
exhibits should be filed in your next amendment. Noted and filed with this
amendment.

Exhibit 5.1

7. Please note for legal opinions regarding equity securities the company's
counsel must opine on the legality of the securities under the laws of the state
in which the registrant is incorporated. In your case, since you are a Florida
incorporated company, your legal counsel's opinion must opine regarding the
legality of the securities under the laws of Florida. Exhibit 5.1 restated.

We hope that the registration process is complete after your review of these
comments. .


                                                      Sincerely,
                                                      /s/ Steven M. Grubner
                                                      ----------------------
                                                      Steven M. Grubner
                                                      Chief Financial Officer

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