SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

Mail Stop 4631
March 8, 2010
 Mr. James O. McKenna Chief Financial Officer Forward Industries, Inc. 1801 Green Rd., Suite E Pompano Beach, FL  33064
 RE: Form 10-K for the year ended September 30, 2009
  Form 10-Q for the peri od ended December 31, 2009
  File No. 0-6669

Dear Mr. McKenna:
We have reviewed these filings and have the following comments.  If you
disagree with a comment, we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Pl ease be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide us with 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 re view 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 10-K FOR THE YEAR ENDED SEPTEMBER 30, 2009

 General

1. Where a comment below requests additional disclosures or other revisions to be made, please show us in your supplemental response what the revisions will look like.  These revisions should be included in your future filings.

Mr. James O. McKenna
Forward Industries, Inc.
March 8, 2010 Page 2 of 5   Item 1 – Business, page 4

 Credit Risk, page 7

2. Since your accounts receivab le credit risk lies with your OEM customers’
contract manufacturers, pleas e expand your discussion of credit risk to address the
payment history of both your OEM customers and their contract manufacturers.
 Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 15
 Liquidity and Capital Resources, page 20

3. We note that you maintain a credit facility and have ag reed to certain financial
covenants in connection with  the facility.  As such, please disclose here and in
your financial statement footnotes the specific terms of any material debt
covenants in your debt agreements.  In  addition, please revise to indicate your
debt covenant compliance status as of the most recent period-end. See Sections
I.D and IV.C of the SEC Interpretive Release No. 33-8350.

Item 15 – Exhibits and Financial Statement Schedules, page 25

Consolidated Statements of Cash Flows, page 31

4. Please present the effect of exchange rate changes on cash balances held in
foreign currencies as a separa te part of the reconciliati on of the change in cash
and cash equivalents during the pe riod.  See FASB ASC 830-230-45-1.
 Note 2 – Accounting Policies, page 32

5. Please disclose the types of expenses th at you include in the cost of goods sold
line item as well as the types of expenses that you include in the selling and general and administrative expenses line items.  Please also disclose whether you
include inbound freight charges, purchasing and receiving costs, inspection costs,
warehousing costs, internal transfer costs,  and the other costs of your distribution
network in the cost of goods sold line item.  With the exception of warehousing
costs, if you currently exclude a portion of these costs from cost of goods sold, please disclose:
• in a footnote the line items that thes e excluded costs are included in and the
amounts included in each line item for each period presented, and
• in MD&A that your gross profit may not  be comparable to those of other
entities, since some entities include all of the costs related to their distribution

Mr. James O. McKenna
Forward Industries, Inc.
March 8, 2010 Page 3 of 5
network in cost of goods sold and othe rs like you exclude a portion of them
from gross profit.

6. Please disclose the line item(s) in  which you include depreciation and
amortization.  If you do not allocat e a portion of your depreciation and
amortization to cost of goods sold, please also revise your presentation to comply with SAB Topic 11:B, which would include  revising the cost of goods sold title
and removing the gross profit subtotal throughout the filing.
 Note 8 – Income Taxes, page 39

7. It is not clear how you have met the disc losure requirements set forth in FASB
ASC 740-10-50-15 and 740-10-50-19.  Please ad vise or revise your  disclosures in
future filings accordingly.
 Note 13 – Operating Segment Information, page 43

8. Please enhance your disclosure to separate ly disclose the amount of revenues
from external customers and long-lived a ssets attributed to your country of
domicile as well as any individual forei gn countries, to the extent they are
material, for each period presented.  Refer to FASB ASC 280-10-50-41.
 Exhibit 31 – Certifications

9. We note that you have made certain modifica tions to the certifications in exhibits
31.1 and 31.2 to the September 30, 2009 Form 10-K and December 31, 2009 Form 10-Q.  Specifically, th e certifying individuals in cluded their titles in the
introductory sentence of the certifications.  In addition, the certifica tions include
references to “Forward” instead of “reg istrant.”  Please remove the certifying
individuals’ titles from the introductory sentence of the certif ications and revise
your certifications to conform to the fo rmat provided in Item 601(b)(31) of
Regulation S-K.

FORM 10-Q FOR THE PERIOD ENDED DECEMBER 31, 2009

 General

10. Please address the above comments in your in terim filings as well, as applicable.

Mr. James O. McKenna
Forward Industries, Inc.
March 8, 2010 Page 4 of 5   Controls and Procedures, page 24

11. Please revise your disclosures in future filings to clarify the period you are referring to.  For example, the use of “as  of the end of the 2010 Quarter” does not
clearly indicate that you are referring to the period ended December 31, 2009.

*    *    *    *
 Please respond to these comments within  10 business days, or tell us when you
will provide us with a response.  Please provi de us with a response letter that keys your
responses to our comments and provides a ny requested information.  Detailed letters
greatly facilitate our review.  Please file your supplemental response on EDGAR as a correspondence file.  Please understand that we may have additional comments after reviewing your responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the staff to be certain that they have provided all information required under the Securities Ex change Act of 1934 and that they have
provided all information investors require fo r an informed decision.  Since the company
and its management are in possession of all f acts relating to a company’s disclosure, they
are responsible for the accuracy and adequacy  of the disclosures they have made.

In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:
• the company is responsible for the adequacy  and accuracy of the disclosure in their
filings;
 • 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
 • 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.
   In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

Mr. James O. McKenna
Forward Industries, Inc. March 8, 2010 Page 5 of 5
If you have any questions regarding these co mments, please direct them to Jeffrey
Gordon, Staff Accountant, at (202) 551-3866 or, in his abse nce, Lisa Haynes, Staff
Accountant, at (202) 551-3424.
 Sincerely,
 Rufus Decker
 Accounting Branch Chief