SecProbe.io

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								August 29, 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 and June 30,
2005
      Filed May 11, 2005 and July 26, 2005
		Response Letter dated August 5, 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 note your response to our prior comment three concluding
that
your entire inventory is appropriately classified as a current
asset
based on your sales forecasts. Please explain what consideration
you
gave to the historical differences in your sales forecasts to
actual
sales. We note your indication on page 10 of your Form 10-Q for
the
fiscal quarter ended June 30, 2005, that sales of new products
produced over 50% of your total revenue for the period.
Additionally
we note there has been about a 12% increase in inventory since
your
2004 fiscal year end, while your disclosure also indicates sales
are
expected to significantly decline in the second half of 2005.
Please
provide to us your sales forecasts for fiscal years 2003 through
2005. Please confirm to us that inventory held at the end of
fiscal
year 2004 will be substantially sold in fiscal year 2005, if that
is
your belief.  Please explain how your forecasts were a reliable
basis
to determine the classification of inventory in view of historical
variations from actual, and address how you considered your trend
of
declining sales in your conclusion.

Revenues, page 46.

2. We are continuing to consider your responses to our prior
comments
four and five regarding revenue recognition of your product sales
to
distributors.  Please tell us whether you might be required to
replace product held by distributors in the event the products
shelf
life expires because of your product warranty provisions to end
users.  Clarify if there has occurred or could arise any
circumstance
where the distributor sells expired product to an end user
obligating
you to replace product or refund the cost by virtue of your
product
warranty.

3. We note your response to our prior comment 4 clarifying that
you
do not provide marketing support, warehousing and delivery, and
information exchange in connection with your sales to
distributors,
rather these allowances represent actual cash payments or
obligations.  It is our understanding, based on your response and
disclosures on page 46 of your filing, that these costs are
incurred
by the distributor subsequent to the sales transaction.  Please
address the following:

a. Provide us with a schedule of your estimated allowances and
corresponding actual sales by customer comparing and contrasting
your
estimate to actual costs for each period presented. Include in
your
schedule the corresponding estimate of future costs accumulating
for
products which remain unsold by the distributors.  This schedule
should provide a sales total for each period presented which
agrees
to your total sales.

b. Summarize how you generally formulated your computation of your
estimates including the assumptions you consider.

c. Clarify the remedies the distributor has in the event you do
not
pay them for these costs.

d. As previously requested, describe in detail the nature of the
"sales incentives" related to cash payments for marketing support,
warehousing and delivery, and information exchange.

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.
August 29, 2005
page 1

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

   DIVISION OF
CORPORATION FINANCE
MAIL STOP 7010

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