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Correspondence

FORWARD INDUSTRIES INC.

477 Rosemary Avenue, Suite 217-219

West Palm beach, Florida 33410

April 19, 2013

VIA EDGAR, FACSIMILE AND ELECTRONIC MAIL

Rufus Decker

Accountings Branch Chief

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:       Forward Industries, Inc.

Form 10-K for the Year Ended September 30, 2012

Filed December 20, 2012

Form 10-K/A for the Year Ended September 30, 2012

Filed March 7, 2013

Response dated March 25, 2013

File No. 1-34780

Dear Mr. Decker:

This letter responds to the comments of the Staff of the
Securities and Exchange Commission (the “Staff”) set forth in the letter dated
April 8, 2013, from Mr. Rufus Decker to Mr. James O. McKenna of Forward
Industries, Inc. (the “Company”).  For your convenience, we have set forth
below each of the Staff’s comments in italicized text in the same numbered
order in which they appear in your letter.  The Company’s response to each
Staff comment follows immediately after the text of the corresponding comment.
References to page numbers in our responses are references to the page numbers
in the applicable periodic report.

Form 10-K for the Year Ended September 30, 2012 General

1.         We note that on March 7, 2013 you filed an amendment
to your Form 10-K for the fiscal year ended September 30, 2012; however, you
did not include the certifications of your principal executive officer and
principal financial officer required by Rules 13a-14(a) and 15d-14(a) of the
Exchange Act.  Please re-file the amendment to your Form 10-K, to include also
such certifications.  Given the nature of the reasons for the amendment,
paragraphs 3, 4 and 5 may be omitted from the certifications that are filed
with the amendment.  For guidance, please see Question 161.01 of the Compliance
and Disclosure Interpretations for Exchange Act Rules.

April 19, 2013

Page 2

We respectfully acknowledge the Staff’s comment regarding
the certifications of the principal executive officer and principal financial
officer required by Rules 13a-14(a) and 15d-14(a) of the Exchange Act. We have
re-filed the amendment to the Form 10-K to include such certifications with
paragraphs 3, 4 and 5 omitted.

Product Supply, page 8

2.         We note your response to comment two in our letter
dated March 1, 2013.  In addition we also note your disclosure that Forward
Industries Asia-Pacific Corporation, a related party, acts as your exclusive
buying agent and supplier of your products in accordance with the terms of the
March 12, 2012 Buying Agency and Supply Agreement (Exhibit 10.9 to your annual
report).  Please confirm that the procurement of all of your products from the
Chinese suppliers, including the one supplier which accounted for approximately
54% and 58% of your OEM product purchases in fiscal years 2012 and 2011, is
done by Forward Industries Asia-Pacific as your exclusive agent and supplier
responsible for sourcing, manufacturing and exportation of your products in the
Asia Pacific Region.  We may have additional comments following review of your
response.

We respectfully acknowledge the Staff’s comment with respect to the
buying agent and supplier of our products. We confirm that since March 12,
2012, the date the Company entered into the Buying Agency and Supply Agreement
(the “Agency Agreement”), Forward Industries Asia-Pacific Corporation (f/k/a
Seaton Global Corporation) has acted as the Company’s exclusive agent
responsible for performing sourcing, quality assurance and logistical services
for the Company’s products in the Asia Pacific Region. Prior to its entry into
the Agency Agreement, the Company, through a dedicated wholly-owned subsidiary,
conducted these activities. Under both of these arrangements, the Company,
through other wholly-owned subsidiaries, purchased and continues to enter into
commercial purchase transactions directly with its suppliers. The terms of the
Agency Agreement provide for Forward Industries Asia Pacific Corporation to
enter into commercial purchase transactions directly with the Company’s
suppliers and then enter into corresponding commercial sale transactions with
the Company; however, the Company and Forward Asia Pacific Corporation have not
yet implemented this, although the Company anticipates doing so shortly.

Exhibit 10.9 – Buying Agency and Supply Agreement

3.         In future filings, please ensure that you identify
this agreement and not Exhibit 10.8 (Memorandum of Understanding) as having
portions omitted pursuant to a confidential treatment filed with the
Commission.

We respectfully acknowledge the Staff’s comment with respect
to Exhibits 10.8 and 10.9, the Memorandum of Understanding and the Agency
Agreement, respectively.  We note that we have previously requested
confidential treatment for both Exhibits 10.8 and 10.9, and in future filings
will also identify the Agency Agreement as having portions omitted pursuant to
a confidential treatment request filed with the Commission. The exhibit list in
the current filing has been updated to reflect this correction.

April 19, 2013

Page 3

Form 10-K/A for the Year Ended September 30, 2012

Directors and Executive Officers of the Company, page 1

4.         Please tell us and in future filings disclose the
period(s) during which Messrs. Morgan and Wise have served as directors of the
company.  Refer to Item 401(a) of Regulation S-K.

We respectfully acknowledge the Staff’s comment regarding
the period of time Messrs. Morgan and Wise have served as directors of the
Company.  In future filings we will disclose that Messrs. Morgan and Wise have
served as directors of the Company since February 2012.

Executive Compensation, page 5

Summary Compensation Table

5.         In the “Narrative Disclosure to the Summary
Compensation Table” on page 6 you disclose that for fiscal year 2011 the
compensation committee determined that no performance or discretionary bonuses
were earned by Messrs. Johnson and McKenna; however, your disclosure is silent
with respect to the 2012 compensation.  Since McKenna appears to have received
an $86,228 bonus in fiscal year 2012, supplementally please provide us with a
brief narrative disclosure of compensation committee’s decision making process
in granting this award.  We also note that prior to Mr. McKenna’s amendment of
its employment agreement in November 8, 2012, his bonus was determined upon
achievement of certain financial targets set by the compensation committee.

We respectfully acknowledge the Staff’s comment. As
disclosed in the Employment Agreements section on page 8, the Compensation
Committee of the Company approved an amendment to Mr. McKenna’s Employment
Agreement, pursuant to which Mr. McKenna was entitled to receive a bonus in
connection with his relocation from California to Florida at the Company’s
request pursuant to the move of the Company’s executive offices to West Palm
Beach, Florida from Santa Monica, California. As disclosed, the Amendment
provided for a bonus payment to Mr. McKenna in the amount of $172,456, less
applicable withholdings and deductions, all subject to the provisions provided
in the amendment to the Employment Agreement, including that up to one-half of
such bonus payment may be applied to reduce future bonuses due to Mr. McKenna,
if any, on or prior to September 2014. Half of the $172,456, or $86,228, is
reflected in the summary compensation table as earned in 2012. The other half
will be reflected in the summary compensation table for future periods.

April 19, 2013

Page 4

6.         Based on your footnote (4) disclosure, it appears
that you have only disclosed the 160,000 option grants received by Mr. Garrett
for his consulting services, which ended on February 20 12.  Considering that
he also received a 140,000 option grant following his appointment as Chief
Executive Officer of the Company on March 1, 2012, it appears that this later
grant should have also been included in the summary compensation table pursuant
to the requirements of Item 402(n)(2)(vi) of Regulation S-K.  Please advise, or
otherwise supplementally provide us with a revised summary compensation table
to include the 140,000 option grant, and reflect the necessary changes in your
future filings.

We respectfully acknowledge the Staff’s comment with
respect to the summary compensation table and confirm that the option award
amount for Mr. Garrett includes the grant of 140,000 options. We have provided the
table on a supplemental basis, attached hereto as Exhibit A, with a revised Footnote
4 to clarify that the grant of the 140,000 options is included. We propose to
amend the summary compensation table in future filings.

Potential Payments Upon Termination or a Change in
Control, page 9

7.         Refer to the tabular presentation on page 10.  Since
disclosure of potential payments upon termination assumes that such terminating
event has occurred on September 30, 2012, Mr. McKenna’s payment should have
reflected his $225,000 salary prior to it being reduced to $210,000 pursuant to
the November 8, 2012 amended employment agreement.  In addition, please confirm
that as of September 30, 2012, Mr. Garrett would have received no severance
payments if he were terminated without cause or if he terminated his employment
for good reason (unrelated to a change in control) during the first year of his
employment.  Please note that Item 402(q)(2) does not require quantitative
disclosure of such payments; however, to the extent that you determine to
include them in future filings, they should accurately reflect the contractual
provisions of these named executive officers’ employment agreements at the
fiscal year for which disclosure is being made.  Please revise your future
filings accordingly.

We respectfully acknowledge the Staff’s comment regarding
potential payments upon termination.  The reference to Mr. McKenna’s payment
will be revised in future filings as noted.  Pursuant to Mr. Garrett’s
Employment Agreement, Mr. Garrett would have received payments equal to six (6) months of his annual base salary of $250,000
(totaling $125,000), if he were terminated without cause by the Company,
or if he terminated his employment for good reason (unrelated to a change in control),
in each case as of September 30, 2012. In addition, Mr. Garrett would have been
entitled to receive a pro rata portion of the $50,000 bonus payment for his
first year (approximately $29,167 as of September 30, 2012), insurance
benefits, and the immediate and full vesting of all options not yet vested. We
propose to revise the potential payments in the termination table accordingly
in future filings.

*  *  *

The Company acknowledges that:

	the company is responsible for
the adequacy and accuracy of the disclosure in the filings;

	staff comments or changes to
disclosure in response to staff comments do not foreclose the Commission from
taking any action with respect to these filings; and

April 19, 2013

Page 5

	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.

Please direct any comments or
questions regarding this filing to me at (561) 456-0030.

Sincerely,

James O. McKenna

Chief Financial Officer

EXHIBIT A

Item 11.          Executive Compensation

Summary Compensation Table

The following table sets forth
certain summary information for the fiscal years ended September 30, 2012 and
2011, showing all compensation paid or earned for services rendered in all
capacities for those years of service by (i) each person who served as our
principal executive officer at any time during those periods, and (ii) our
Chief Financial Officer, who was the only other executive officer whose total
compensation exceeded $100,000 during such periods.

  SUMMARY COMPENSATION TABLE

  Name and Principal Position

  Fiscal

  Year

  Salary

  ($)

  Bonus

  ($)

  Option

  Awards

  (3)

  All Other

  Compensation

	($) (5)

  Total

  ($)

  Robert Garrett Jr. (1)

  Chief Executive Officer

  2012

  2011

  145,833

  --

  38,334

  --

  298,330 (4)

  --

  155,390

  --

  637,887

            --

  James O. McKenna

  Chief
  Financial Officer

  2012

  2011

  225,000

  200,000

  86,228

  175,000

  --

  221,300

  101,528

  67,838

  412,756

  664,138

  Brett M. Johnson (2)

  Chief
  Executive Officer

  2012

  2011

  229,167

  250,000

  --

  --

  --

  434,000

  261,292

  23,438

  490,458

  707,438

		(1)

Mr. Robert Garrett, Jr. has been the sole Chief Executive Officer
of the Company since August 31, 2012 and served as Co-Chief Executive Officer
from April 2012 through August 30, 2012. Mr. Garrett was not a principal
executive officer prior to April 2012.

		(2)

Mr. Brett Johnson was appointed Chief Executive Officer August
10, 2010. Effective March 1, 2012, Mr. Brett Johnson became Co-Chief Executive
Officer. The Company and Mr. Johnson opted not to renew Mr. Johnson’s
employment contract and his employment ended on August 31, 2012.

		(3)

The amount shown under “Options Awards” represents the aggregate
grant date fair value of the awards in each year shown in the Table computed in
accordance with Financial Accounting Standards Board (“FASB”) Accounting
Standards Codification (“ASC”) Topic 718.  See Note 7 to the Financial
Statements included in the Original Form 10-K for a description of the
assumptions used in valuing awards of stock options and restricted stock
grants.

		(4)
		Mr. Garrett served as a consultant to the
		Company pursuant to a consulting agreement as of October 1, 2011 (the
		“Consulting Agreement”).  Under the Consulting Agreement, Mr.
		Garrett was awarded options to purchase up to 160,000 shares of common
		stock of the Company at an exercise price of $2.05, the closing fair
		market value on November 3, 2011, the grant date. Such options have a
		three year term and vest in six equal installments beginning November
		15, 2011 and then on the last day of each month commencing November 30,
		2011 through March 31, 2012, subject to RGJR Capital Partners LLC’s and Mr.
Garrett’s continued involvement with the Company.  Under the Consulting
Agreement, the Company paid RGJR a monthly fee of $30,000. The Consulting
Agreement terminated effected February 29, 2012. In addition, Mr. Garrett was
awarded options to purchase 100,000 shares of Common Stock of the Company at an
exercise price of $3, and 40,000 shares of Common Stock at an exercise price of
$3.77 following his appointment of Chief Executive Officer of the Company. The
determination of grant-date fair value is estimated using the Black-Scholes
option-pricing model.

		(5)
		The following table sets forth the
		components of All Other Compensation except as otherwise noted.

  ALL OTHER COMPENSATION

  Name

  Fiscal

  Year

  Auto ($)

  Company

  Contributions

  to Retirement &

  401(K) Plans ($)

  Housing

  Allowance ($)

  Other ($)

  Total ($)

  Robert Garrett Jr.

  2012

  5,390

  --

  --

  150,000(1)

  155,390

  James O. McKenna

  2012

  2011

  3,653

  7,778

  7,875

  15,060

  90,000

  45,000

  --

  101,528

  67,838

  Brett M. Johnson

  2012

  2011

  709

  10,067

  9,043

  13,371

  --

  --

  251,540(2)

  261,292

  23,438

		(1)
		Represents amounts paid to Mr. Garrett
		pursuant to the Consulting Agreement prior to his appointment as
		Co-Chief Executive Officer.

		(2)
		Represents severance amounts due pursuant
		to Mr. Johnson’s employment agreement following the end of Mr. Johnson’s
		employment on August 31, 2012.

No non-equity incentive
compensation was paid to any of the Named Executive Officers in Fiscal 2012
(excluding the signing bonus of $9,167 paid to Mr. Garrett), or the fiscal year
ended September 30, 2011 because financial targets established by the
Compensation Co