SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

                                                           March 1 , 2013

Via E -mail
Mr. James O. McKenna
Chief  Financial Officer
Forward Industries, Inc.
477 Rosemary Avenue , Suite 217-219
West Palm Beach , Florida 33410

RE: Forward Industries, Inc.
Form 10 -K for the  Year Ended September 30 , 2012
Filed December 20 , 2012
Response dated February 15, 2013
File No. 1 -34780

Dear Mr. McKenna :

We have reviewed your response letter dated February 15, 2013  and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide 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 information you provide in
response to these comments , we may have  additional comments.

General

1. We note that your Form 10 -K states that information required by Part III will be incorporated
by ref erence to your 2012 definitive proxy statement.  As the definitive proxy statement was
not filed within 120 days of the end of your fiscal year, please amend your Form 10 -K to
include the required Part III information.  For guidance, please  see General Ins truction G(3)
of Form 10 -K.

Product Supply, page 8
Suppliers, page 8

2. We note that in response to comment two of our letter dated February 8, 2013 you state that
your suppliers are “independent suppliers in China, with names generally unknown and not

Mr. James O. McKenna
Forward Industries, Inc.
March 1 , 2013
Page 2

 material to investors.”  Please explain why you believe that the names of your principal
suppliers would not be material to investors in light of your disclosure that you purchased
90% of your OEM products from four suppliers in fiscal years 2011 and 2012, a nd that one
such supplier has accounted for more than half of your purchases in both fiscal years.  If you
claim that disclosing the names of principal suppliers, as required by Item 101(h)(4)(v) of
Regulation S -K, may result in substantial competitive har m, please note that absent unusual
circumstances, you may not seek confidential treatment of disclosure required by Regulation
S-K or any other applicable disclosure requirements, regardless of the availability of an
exemption under FOIA.  We may have addi tional comments following the review of your
response.  For guidance, please refer to Section II.B.2 of Legal Staff Bulletin No.1 (with
Addendum) dated February 28, 1997.

  You may contact Erin Jaskot , Staff Attorney  at (202) 551 -3442  or Era Anagnosti, Staff
Attorney at (202) 551 -3369, if you have any q uestions .

       Sincerely,

/s/ Rufus Decker

        Rufus Decker
       Accounting Branch Chief