SecProbe.io

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								July 26, 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
		Response Letter dated June 23, 2005
      File No. 0-31499

Dear Mr Powell:

      We have reviewed your response letter and have the following
comments.  We have limited our review of your filing to those
issues
we have addressed in our comments Please provide a written
response
to our comments. 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.

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

Financial Statements, page 40

Inventory, page 45

1. We have reviewed your responses to our prior comments one and
two,
and note that you have provided additional support to your
customers
related to inventory that they continue to hold that you have
recorded as a sale.  These include, but are not limited to the
following:

* January 2003 inventory exchange for the STS reprocessed product
at
no cost
* January 2003 inventory not meeting your quality standards
voluntarily replaced to the distributor at no cost
* February 2003 distributor settlement
* September 2003 buy one get one free promotion for the customers
of
the distributors you sold to which resulted in you giving 470,000
ounces of your product to distributors free of charge.

Please provide us an analysis that demonstrates how your revenue
recognition policy complies with paragraphs 6 - 8 of SFAS 48.
Additionally explain how you are able to conclude, if true, that
future returns are reasonably estimable or how returns were
adequately accrued in the appropriate period given the substantial
volume of returns.  Finally, confirm to us whether you have
corresponded, amended, or agreed to additional terms other than
those
specified within your standard distribution agreement. If so
please
provide descriptions and the specific terms of these arrangements.
Refer also to SAB Topic 13:B:2 and paragraph 3 of SFAS 48.

2. We note your response to our prior comment 3. Please provide us
with a revised analysis to support your conclusion that your
inventory is fully recoverable and addresses the following,
without
limitation:

* Explain the impact the age and the development of the STS
additive
had on the value and salability of your Messenger inventory.

* Explain how the increase in your inventory, in relation to sales
and in conjunction with the volume already held by distributors,
was
factored into your obsolescence analysis.

* Please explain how your "limited tests" supersede a laboratory
study regarding the estimated shelf life of your product, and how
you
applied these tests to the total population of existing inventory.

* Indicate whether or not your September 2003 sales incentive
resulted in a loss on the sale of your product.  Refer to
paragraph
27 of EITF 01-09.

3. We have reviewed your response to prior comment number three.
It
appears that your inventory balance classified as current
significantly exceeds any volumes historically sold.  Please
explain
why it is appropriate to classify this inventory as a current
asset
and demonstrate how your entire inventory balance was expected to
be
realized in each operating cycle presented, or quantify the amount
of
inventory which should have been classified as long-term. Please
refer to Chapter 3 Section A of ARB 43.

Revenues, page 46.

4. We note your response to our prior comment four and have
further
questions regarding your conclusion that the sales price is fixed
and
determinable and that you are not significantly obligated to
perform
certain duties. Although you indicate the gross price is fixed and
determinable it appears the net price fluctuates because of
ongoing
nature of arrangements you have characterized as "sales
allowances."
It continues to appear that you have significant obligations for
future performance to directly bring about resale of the product
by
the distributor.  In this regard we note you provide marketing
support, warehousing and delivery, and information exchange. Refer
to
SAB Topic 13:A:2 Question 2.1.e.  Please describe in detail the
nature of all services you characterize as "sales allowances" and
the
terms and conditions of performance relating to these "sales
allowances".  In the event you are unable to demonstrate that such
"sales allowances" are qualitatively and quantitatively
insignificant
and that your sales price is fixed and determinable, provide us
with
your analysis had you recognized revenue in accordance with SAB
Topic
13:A:2 for all periods presented.

5. We have noted your response to our prior comment five
indicating
that at the time of the "first sale" of the product you warrant
that
it is reasonably fit for use. Please expand your response to more
fully address and demonstrate how your warranty estimates are
reliable and why is appropriate to recognize sales under your
warranty obligation.  In this regard we reissue prior comment 5.
In
conjunction with your response please define what "first sale"
means
under your warranty agreement and whether this includes sales to
the
end product users.

Closing Comments

      Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  Please furnish
a
letter that keys your responses to our comments and provides any
requested information.  Detailed letters greatly facilitate our
review.  Please understand that we may have additional comments
after
reviewing your responses to our comments.

	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. Direct any correspondence to us at the following ZIP
Code:
20549.

								Sincerely,

								Jill Davis
								Branch Chief

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Mr. Bradley S. Powell
Eden Bioscience, Inc.
July 26, 2005
page 1

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

   DIVISION OF
CORPORATION FINANCE
MAIL STOP 7010

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