SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0303

       DIVISION OF
CORPORATION FINANCE

June 25, 2010

By Facsimile and U.S. Mail

Steve Wolosky, Esq. Olshan, Grundman, Frome, Rosenzweig & Wolosky LLP Park Avenue Tower 65 East 55
th Street
New York, NY 10022
Re:   Forward Industries, Inc.  Schedule 14A filed by LaGrange Capital Partners, L.P. et al.
Filed June 18, 2010 File No. 1-34780

Dear Mr. Wolosky:
We have reviewed your filing and have th e following comments.  In some of our
comments, we may ask you to prov ide us with information so we may better understand your
disclosure.
 Please respond to this letter by amen ding your filing, by providing the requested
information, or by advisi ng us when you will provid e the requested response.  If you do not believe
our comments apply to your facts and circumstances or do not believe an amendment is
appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the inform ation you provide in response
to these comments, we may have additional comments.

Schedule 14A

 General

1. We note that on the first page of the document you state that the solicitation is being made
by LaGrange Capital Partners, L.P.  Please revi se to indicate that the solicitation is also
being made by each of the participants.
2. Please disclose the record date for the consent solicitation, or advise us.  Refer to Item 6(b)
of Schedule 14A.

Steve Wolosky, Esq.
Olshan, Grundman, Frome, Rosenzweig & Wolosky LLP
June 25, 2010 Page 2
3. We note that the request to call a meeting will  be made on or after July 11, 2010.  Please
revise to address whether there is a set deadli ne by which the requisite consents must be
solicited in order to call a sp ecial meeting.  Please revise to describe any applicable
provisions under the issu er’s governing documents or under state law.
  Background and Reasons for Solicitation, page 4

4. Please characterize each statement or assertion of opinion or belief as such, and ensure that
a reasonable basis for each such opinion or belief exists.  Support for each statement or assertion of opinion or belief must be self-evi dent, disclosed in the proxy materials, or
provided to the staff on a supplemental basis.  Please provide support for any statements
relating to the company’s fina ncial and market performance,  including but not limited to
the following assertions:
• “Since our initial investment, we have  become deeply concerned with the
Company’s poor financial performance and wh at we believe to be the Board’s ill-
conceived acquisition strategy.”
• “…we believe certain members of the Board have engaged in a unilateral scheme to
diminish shareholder representation, dise nfranchise shareholders and entrench
themselves while also relinquishing substant ially all of their financial ties to the
Company.”

Please mark any supporting information that you provide to clearly identify the specific
information relied upon, such as quoted statem ents, financial statement line items, press
releases, and mathematical computations, and identify all sources of any data used.

Written Request Procedures, page 6

5. Regarding revocation, you state that share holders may revoke by delivering a written
revocation.  Please revise to de scribe all the legal requirements for an effective revocation,
including whether it must have a later date and whether the revoking sh areholder must state
the number of shares held.  Please also stat e whether a later date d request card will
constitute an eff ective revocation.
 Solicitation of Requests, page 7

6. Please disclose the estimated costs of th e solicitation by filling-in the blanks.
7. We note that consents may be solicited by ma il, telephone, telegraph and in person.  Please
be advised that all written solic iting materials, including any scripts to be used in soliciting
proxies over the telephone or by correspondence must be filed under the cover of Schedule

Steve Wolosky, Esq.
Olshan, Grundman, Frome, Rosenzweig & Wolosky LLP
June 25, 2010 Page 3
14A.  Refer to Rule 14a-6(b) and (c).  Pl ease confirm your understanding in your response
letter.

Consent Card

8. Please revise to indicate in bold font at the t op of the consent card that  the solicitation is not
on behalf of the Company.
9. Please revise to afford security holders an opportunity to specify by boxes a choice
between approval or disapproval of, or absten tion with respect to your request to call a
special meeting.  Refer to Rule 14a-4(b)(1).
10. Please revise to refer to the applicable bylaw  provision which you believe authorizes you to
call a special meeting.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filings to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the participants and filing persons are
in possession of all facts relating to the disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.     In responding to our comments, please provide  a written statement from each participant
and filing person acknowledging that:
‚ the participant or filing person is responsib le for the adequacy and accuracy of the
disclosure in the filing;
‚ 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 participant or filing person may not asse rt staff comments as a defense in any
proceeding initiated by the Commission or any person under the federal securities laws of
the United States.

Steve Wolosky, Esq.
Olshan, Grundman, Frome, Rosenzweig & Wolosky LLP  June 25, 2010 Page 4
Please direct any questions to me at ( 202) 551-3411.  You may also contact me via
facsimile at (202) 772-9203.  Please send all correspondence to us at the following ZIP code:  20549-3628.                                   Sincerely,                                       Peggy Kim         S p e c i a l  C o u n s e l          Office of Mergers & Acquisitions