SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

  June 17, 2014

Via E -mail

Adam W. Finerman , Esq.
Olshan F rome Wolosky LLP
Park Avenue Tower
65 East 55th Street
New York, NY  10022

Re:   Forward Industries, Inc.
Soliciting Materials filed pursuant to Rule 14a -12
Filed June 13 , 2014
 File No. 001 -34780

Dear Mr . Finerman :

We have reviewed your filing  and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may bett er understand your
disclosure.

Please respond to this letter by amending your filing , by providing the requested
information, or by ad vising 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 fil ing and the information you provide in
response to these comments, we may have additional comments.

Soliciting Materials Filed June 13 , 2014
1. Each statement or assertion of opinion or belief must be clearly characterized as such,
and a reasonable fact ual basis must exist for each such opinion or belief.  Support for
opinions or beliefs should be self -evident, disclosed in the proxy statement or provided to
the staff on a supplemental basis.  Please provide us the support for the following :
 your statement that Mr. Wise intends to “gain ‘creeping control ’ of [the] Company
without paying a premium. ”
 your statement that Mr. Wise intends to “perpetuate and enhance the cash flows from
his multi -million dollar related party arrangement, which he fears the Board may
terminate .”

Adam W. Finerman , Esq.
Olshan F rome Wolosky LLP
June 17 , 2014
Page 2

  your description of Mr. Johnson ’s acclaim  and history of creati ng value .
 your statement  that Mr. Wise has a “play for control ” and i s attempting to “seize and
control this value for himself  while the shareholder receive nothing. ”
2. Please note that the participant information required by Rule 14a -12(a)(1)(i) should be
filed pursuant to the rule in connection with the current solicitation.  The rule
contemplates that the information be provided in a previously filed communication
related to the current solicitation or a separate statement filed as Rule 14a -12 material.
See Section II.C.1.b of SEC Release No. 33 -7760.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filings to be certain that the filing includes the information the Securities Exch ange Act of
1934 and all applicable Exchange Act rules require.  Since the participants 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
acknowledging that:

 the participant is responsible 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 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.

You may contact me at (202) 551 -3619 with any questions .  Please send all
correspondence to us at the following ZIP code: 20549 -3628.

Sincerely,

/s/ Daniel F. Duchovny
Daniel F. Duchovny
Special Counsel
Office of Mergers and  Acquisitions