SecProbe.io

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								June 10, 2005

Mr Bradley S. Powell
Vice President of Finance
Eden Bioscience, Inc.
3830 Monte Villa Parkway, Suite 100
Bothell, Washington 98021-7266

	Re:	Eden Bioscience, Inc.
		Form 10-K for Fiscal Year Ended December 31, 2004
Filed March 25, 2005
		Form 10-Q for Fiscal Quarter Ended March 31, 2005
      Filed May 11, 2005
		File No. 0-31499

Dear Mr Powell:

      We have reviewed your filings and have the following
comments.
We have limited our review of your filing to those issues we have
addressed in our comments Where indicated, we think you should
revise
your document in response to these comments.  If you disagree, we
will consider your explanation as to why our comment is
inapplicable
or a revision is unnecessary.  Please be as detailed as necessary
in
your explanation.  In some of our comments, we may ask you to
provide
us with information so we may better understand your disclosure.
After reviewing this information, we may raise additional
comments.

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

Form 10-K for the Fiscal Year Ended December 31, 2004

Financial Statements, page 40

Inventory, page 45

1. We note, on page 12 of your filing, your disclosure indicating
that in January 2004 you began exchanging, at no cost to
distributors, existing Messenger inventory for Messenger STS
inventory.  Additionally you indicate on page 23 that you
conducted
"limited" tests on inventory, held by your distributors, for
quality
deficiencies due to aging deterioration. As a result, you replaced
10,000 ounces held by distributors in 2003.  This appears to imply
that you have an obligation to guarantee your product beyond
delivery
to distributors. Please address the following:

a. Expand your note disclosures and MD&A to clarify your
obligation
to monitor and replace product and you intent to replace inventory
that fails to meet quality standards. Specifically identify when
your
obligation ends to monitor the quality of or to replace your
product.

b. Clarify for us whether the 470,000 ounces you provided to
distributors, at no cost, as disclosed on page 47, is related to
the
exchange of Messenger inventories held by distributors for
Messenger
STS inventory.

c. Quantify the sales previously recognized related to inventories
exchanged.

2. Given the activities relating to the replacement, return and
testing of product held by distributors it appears you have
significant obligations with respect to inventory you have
recorded
as sold. Please explain why it is appropriate to recognize revenue
given these arrangements.  Please provide us with the terms of
your
distributor agreements and explain to us why the timing of your
revenue recognition is appropriate.

3. We have noted that your inventory quantity balance
significantly
exceeds your annual sales and consists of approximately 2.9
million
ounces of Messenger and Messenger STS. We note from your
disclosures
on page 23 indicating that the shelf life of your product,
according
to laboratory studies, is stable for two years, although you also
indicate that recent retesting indicates a four year life related
to
2000 Messenger inventory.  Please submit your analysis
demonstrating
how you have concluded that the value of your inventory is not
impaired above that of your current reserve. Include in your
analysis
the balance of your Messenger and Messenger STS inventories, in
ounces and dollars, as of December 31, for all periods presented.
Additionally, demonstrate how all of your inventory is a current
asset since it appears you may be unable to sell your inventory
within a 12 month period.

Revenues, page 46.

4. We note your revenue recognition disclosure indicating that you
recognize revenue net of sales allowances. Such allowances include
sales and marketing support, product warehousing and delivery, and
information exchange.  Additionally your revenue recognition
policy
indicates that distributors do not have product return rights,
although your disclosures on page 33 indicate that in February
2003
you received 232,000 ounces of product back from a distributor
after
you paid $250,000 to settle unpaid accrued sales allowances and an
uncollected accounts receivable.  Please tell us the period and
amount of sales recognized associated with the 232,000 ounces
which
were returned.  Additionally please demonstrate how you have
determined that the sales price is fixed or determinable since
your
sales allowances appear to be variable in nature. In this regard
we
note your adjustments to you sales allowances on page 46.

5. We note your disclosure indicating that you provide an
allowance
for warranty claims, however we were unable to locate the
disclosure
describing the nature and terms of your warranty.   Please address
each of the following:

* Describe the terms of your product warranty and whether it is
the
same for all customers.
* Demonstrate how you have concluded that your warranty costs are
reliably estimated.
* To the extent you are obligated to guarantee the quality of your
product, demonstrate how you have appropriately recognized sales.

Refer to SAB Topic 13.A.3.

Closing Comments

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management 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 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 the filing; and

* 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.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	You may contact Jonathan Duersch at (202) 551-3719 if you
have
questions regarding comments on the financial statements and
related
matters.  Please contact me at (202) 551-3683 with any other
questions.

								Sincerely,

								Jill Davis
								Branch Chief

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Mr. Bradley S. Powell
Eden Bioscience, Inc.
June 10, 2005
page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405

   DIVISION OF
CORPORATION FINANCE
MAIL STOP 04-05

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