SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

  April 15, 2014

Via E -mail

Ron S. Berenblat , Esq.
Olshan Frome Wolosky LLP
Park Avenue Tower
65 East 55th Street
New York, NY  10022

Re:   Forward Industries, Inc.
Preliminary Proxy Statement
Filed November 20 , 2014
 File No. 001 -34780

Dear Mr . Berenblat :

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 advising us when you will p rovide 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 y ou provide in
response to these comments, we may have additional comments.

Preliminary Proxy Statement
Costs o f Solicitation, page 3
1. We note that proxies may be solicited  by mail, in person  or by telephone .  Please be
advised that all written soliciting materials, including any scripts to be used in soliciting
proxies over the telephone or any e -mail correspondence and any information posted on
the Internet must be filed under the cover of Schedule 14A.  Refer  to Rule 14a -6(b) and
(c).  Please confirm your understanding in your response letter.

Proposal One:  Election of Directors, page 5
2. Please provide the dates of employment for each of Mr. Garrett, Jr. ’s jobs during the past
five years.

Ron S. Berenblat , Esq.
Olshan Frome Wolosky LLP
November 26 , 2014
Page 2

 3. We note your disclosure i n the last paragraph of page 6 that you may introduce substitute
or additional nominees.  Please confirm for us that you will file an amended proxy
statement that (1) identifies the substitute nominees, (2) discloses whether such nominees
have consented to being named in the revised pro xy statement and to serve if elected and
(3) includes the disclosure required by Items 5(b) and 7 of Schedule 14A with respect to
such nominees.

Reasons for Voting FOR The Company Nominees, page 7
4. Each statement or assertion of opinion or belief must be clearly characterized as such,
and a reasonable factual 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.  We note the following examples that must be
supported:
 that you  have “increased effici encies throughout the company. ”
 that the company “has stabilized financially and streng thened its industry
position.”

Potential Payments Upon Termination or Change in Control, page 19
5. Please revise this section to define “change in control ,” to clarify whether the election of
the Wise Group ’s nominees would constitute such a change in control under the
agreements and quantify the payments due Mr. Garrett and Mr. McKenna, if any,
follo wing such a change in control.
6. On a related note, disclose whether the election of the Wise Group ’s nominees would
result in any other obligations of the company being due (i.e., debt acceleration, option
vesting acceleration, other change of control payme nts).

 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 Exchange Act of
1934 and all applicable Exchange Act rules require.  Since the company is in possession of all
facts relating to the disclosure, it is responsible for the accuracy and adequacy of the disclosures
it has made.

 In responding to our comments, please provide a written statement from the company
acknowledging that:

 the company 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 th e filing; and

Ron S. Berenblat , Esq.
Olshan Frome Wolosky LLP
November 26 , 2014
Page 3

 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.

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