SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

        April 16, 2007

Via Facsimile at (646) 390-6784 and U.S. Mail

Mr. David Sandberg
Red Oak Capital Partners, LLC
145 Fourth Avenue, Suite 15A
New York, New York 10003

Re: The Female Health Company
 Schedule TO-T
 Filed by Red Oak Partners, LLC
 Filed March 30, 2007
 File No. 005-80992

Dear Mr. Sandberg:

We have the following comments on the a bove referenced filing.  Please understand
that the purpose of our review process is  to assist you in your compliance with the
applicable disclosure requirements and to enha nce the overall disclosure in your filings.  We
look forward to working with you in these respects.  We welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the
telephone number listed at the end of this letter.

Schedule TO
1. The cover page identifies Red Oak Partners  LLC as the offeror.  However, the
signature page identifies Red Oak Fund LP as the offeror.  Please clarify which
entity is the offeror.  Further, to the extent you believe that Red Oak Fund LP is
the offeror, please advise as to what consideration you gave to identifying Red
Oak Capital Partners LLC as a co-offero r in connection with the transaction.
2. We note your statement that Item 10 of Sc hedule TO is “not applicable” to the
offer.  Please advise us as to why you believe that the offeror’s financial
statements are not material.  See Sect ion II.G.2.a. of SEC Release No. 33-7760
(October 22, 1999).  Alternatively, provide the information required by Item 1010(a)-(c) of Regulation M-A, as applicable.

Mr. David Sandberg
Red Oak Capital Partners, LLC
Page 2
Offer to Purchase
Terms of the Offer; Proration; Expiration Date, page 7
3. We note your disclosure that you may not be able to take up and pay for the
shares until five Nasdaq trading days following the expiration of the offer.  Please explain why this complies with the prompt payment requirements of Rule 14e-1(c).
4. We note your disclosure that your Depos itary may retain shares tendered and
delay acceptance for payment, subject to th e provisions of Rule 14e-1(c).  These
appear to be contradictory disclosures, since the rule requires that you promptly
pay for or return the tendered  securities.  Please revise.

Acceptance for Payment and Payment, page 9
5. We note that you expect to return un purchased shares “as promptly as
practicable,” rather than “promptly” as Rule 14e-1(c) requires.  Please revise.

Withdrawal Rights, page 14
6. Please revise your statement that tenders of shares are irrevocable except as described in Section 4 to in clude the information that any shares that have not
been paid for or returned sixty days after the commencement of the offer may be
withdrawn pursuant to Section 14(d)(5) of the Exchange Act.

Background of the Offer, page 18
7. Please revise this section to include information about the reasons for entering into the Standstill Agreement.
Conditions to the Offer, page 20
8. We believe that a tender offer may be conditioned on a variety of events and
circumstances, provided that they are not w ithin the direct or indirect control of
the bidder, and are drafted with sufficient specificity to allow for objective
verification that the conditions  have been satisfied.  In this regard, please revise
the language in the parenthetical in subpara graph (a) to provide shareholders with
more specificity about events tri ggering the condition.  The language “any
change (or condition, event or  development involving a prospective change)” is
too vague to offer much guidance.

Mr. David Sandberg
Red Oak Capital Partners, LLC
Page 3
Closing Comment

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing review ed by the staff to be certain that they have provided all
information investors require for an informed decision.  Since the filing persons are in possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a statement from each filing person acknowledging that:

ƒ that filing person is responsible for the adequacy and accuracy of the disclosure in the filing;

ƒ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking a ny action with respect to the filing;
and

ƒ that filing person may not assert st aff comments as a defense in any
proceeding initiated by the Commissi on or any person under the federal
securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divisi on of Corporation Fina nce in our review of
your filing or in response to our comments on your filing.

As appropriate, please amend your filings in  response to these comments.  You may
wish to provide us with black-lined copies of  the amended filings to expedite our review.
Please furnish a cover letter w ith your amended filing that keys your responses to our
comments and provides any requested supplementa l information and file such letter on
EDGAR.  Detailed cover letters  greatly facilitate our  review.  Please understand that we may
have additional comments after reviewing your amended filings and responses to our
comments.
If you have any questions please contact me at (202) 551-3267 or by facsimile at
(202) 772-9203.
 Very truly yours,

 Julia E. Griffith
Special Counsel
Office of Mergers and Acquisitions

Mr. David Sandberg
Red Oak Capital Partners, LLC
Page 4