SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 4631
March 29, 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 your response lett er dated March 18, 2010 and have the
following additional comments.  If you disagree with a comment, we will consider your explanation as to why our comment is inappl icable or a revision is unnecessary.  Please
be as detailed as necessary in your explanat ion.  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 29, 2010 Page 2 of 2   Item 15 – Exhibits and Financial Statement Schedules, page 25

Consolidated Statements of Cash Flows, page 31

2. We note your response to comment four from our letter dated March 8, 2010.
Please confirm in your supplemental respons e that the effect of exchange rate
changes was not material to the year s ended September 30, 2009 and 2008 and the
quarterly period ended December 31, 2009.

Exhibit 31 – Certifications

3. We have reviewed your response to comm ent nine from our letter dated March 8,
2010.  The proposed disclosure in your cer tifications omits th e internal control
over financial reporting language from th e introductory portion of paragraph 4.
Paragraph 4 should state “The registrant ’s other certifying officer(s) and I are
responsible for establishing and maintaini ng disclosure controls and procedures
(as defined in Exchange Act Rules 13a- 15(e) and 15d-15(e) and internal control
over financial reporting (as defined in  Exchange Act Rules 13a-15(f) and 15d-
15(f)) for the registrant and have:”.  Pl ease revise accordingly.  In addition, please
ensure that you refer to the annual or  quarterly report in paragraph 1, as
appropriate.

*    *    *    *

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.
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