Via Facsimile and U.S. Mail
Mail Stop 03-09


							May 17, 2005


Mr. Todd Derbin
Chief Executive Officer
Advaxis, Inc.
212 Carnegie Center, Suite 206
Princeton, NJ 08540

Re:	Advaxis, Inc.
	Amendment #2 to Registration Statement on Form SB-2
      Filed April 28, 2005
	File Number 333-122504

Dear Mr. Derbin:

	We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

FORM SB-2

Prospectus summary, page 3

1. We note your response to comment 4 and reissue the comment.
Your
registration statement on Form SB-2 should include all material
information related to the transaction you are registering.
Consequently, it is not appropriate to have disclosure related to
your filing incorporated by reference.  Please remove this
statement
from the first paragraph in this section.  Additionally, please
revise your prospectus to specifically include information you
previously incorporated by reference.  We may have further
comment.

Summary Consolidated Financial Data of Advaxis, page 27
2. We note your response to prior comment 24; however you continue
to
refer to your Share Exchange as a reverse acquisition in this
section
of the amended filing.  Please revise.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations and Plan of Operations

Overview, page 28
3. Please update your disclosures in the last paragraph to discuss
your financial information for the latest fiscal year, October 31,
2004.  Please provide similar updated disclosures in the liquidity
and capital resources section, as appropriate

Plan of Operations

Accounting Policies; Impact of Growth, page 30
4. Please expand your accounting policy in response to prior
comment
28 to clarify the method used to recognize deferred fees over the
term of the agreement.  Revise your disclosure in Note 1 to the
financial statements, accordingly.

Results of Operations, page 32
5. Please revise your disclosure to identify all of the factors
necessary in understanding expense fluctuations.  For example, we
note your disclosure of the $132,000 increase in R&D expenses from
the three months ended January 31, 2004 to January 31, 2005,
however
you have identified factors that explain an increase totaling
$217,000.  Please quantify and discuss any factors that offset any
net changes in line items.  Please revise your discussion of other
statement of operations line items, as appropriate.
6. We note you have classified grants as other income, which
appears
to be inconsistent with your revenue recognition policy.  Please
revise your financial statements to classify grants as revenue or
tell us your basis for presenting grants in other income.
Business

Partnerships and Agreements, page 41
7. Notwithstanding your request for confidential treatment of
certain
exhibits, disclosure of aggregate payment amounts under milestone
agreements are presumptively material and must be disclosed.
Please
revise your discussion to include the aggregate total under the
Penn
and DNA Bridges, Inc. agreements.  We may have further comment.
8. Has your agreement with AccessBio, Inc (Joy Cavagnaro, Ph.D.)
been
extended beyond March 15, 2005?  If so, please revise your
disclosure
accordingly, if not, please so state.
9. Please disclose the amount of compensation to be paid to David
Carpi under the consulting agreement.
Patents and Licenses, page 45
10. Please disclose when U.S. Patent No. 6,635,749, issued October
21, 2003 and Australian Patent No. 730296, Patent Application No.
14108/99, filed May 18, 2000 expires.

Principal and Management Stockholders, page 62
11. We note your response to comment 34 and reissue the comment in
part.  Please identify the natural persons who have voting and
dispositive power of the shares held by Emigrant Capital Corp.,
and
Harvest Advaxis LLC.

Selling Stockholders, page 67

12. We note your response to comment 37 and reissue the comment.
Please identify the natural persons who have voting and
dispositive
power for the common stock held by the named entities in the
selling
stockholders table on pages 68-75.

13. We note your response to comment 39 and reissue the comment in
part.  Please revise your disclosure to include the following
representation:
a. The selling shareholder purchased in the ordinary course of
business.

Financial Statements

Statement of Shareholders` Equity (Deficiency), page F-5
14. Please refer to your response and revisions to prior comment
46.
As previously requested, record the shares outstanding for the
legal
entity immediately prior to the Share Exchange in the period of
the
transaction, first quarter of fiscal 2005.  Based on your
disclosure
it appears that approximately 15,597,700 shares should be
retroactively restated to 2002, the equivalent number of shares
received by Advaxis in the transaction.   Please revise the
weighted-
average number of shares used in your loss per share calculations,
accordingly.

*	*	*

	As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please file
your cover letter on EDGAR under the form type label CORRESP.
Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

	We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Keira Ino (202) 551-3659 or Don Abbott at
(202)
551-3608 if you have questions regarding comments on the financial
statements and related matters.  Please contact Albert Lee at
(202)
551-3654 or me at (202) 942-1840 with any other questions.

								Sincerely,



								Jeffrey Riedler
								Assistant Director

cc:	Gary A. Schonwald
	Reitler Brown & Rosenblatt LLC
	800 Third Avenue
 	21st Floor
	New York, New York 10022

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Todd Derbin
Advaxis, Inc.
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