SecProbe.io

CORRESP
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Confidential
Treatment is requested by Eden Bioscience  Corporation with respect to certain
information in this  letter,

pursuant to 17 C.F.R. 200.83. Information for with
confidential treatment is requested is bracketed herein.

September 15, 2005

Ms. Jill S.
Davis
Branch Chief
United States Security and Exchange Commission
Division of
Corporate Finance
Mail Stop 04-05
Washington, D.C. 20549-0405

RE:

 Eden Bioscience Corporation

         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

         Form 10-Q for Fiscal Quarter Ended June 30, 2005,
         Filed July 26, 2005

         Comment Letter dated June 10, 2005

         Response Letter dated June 23, 2005

         Second Comment Letter dated July 26, 2005

         Second Response Letter dated August 5, 2005

         Third Comment Letter dated August 29, 2005

         File No. 0-31499

Dear Ms. Davis:

This letter
sets forth the responses of Eden Bioscience  Corporation (the “Company”) to the
comments of the  Securities and Exchange Commission (“Commission”) staff
relating to the filings referenced above contained in your  letter dated August 29, 2005
(the “Third Comment Letter”).  The Company’s responses are set forth below
and are numbered  to correspond to the numbers of the Third Comment Letter.

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 10Q 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
bases to determine the  classification of inventory in view of historical  variation from
actual, and address how you considered  your trend of declining sales in your conclusion.

1

    Ms. Jill S. Davis

      United States Securities and Exchange Commission

      Division of Corporation Finance

    September 15, 2005
    Confidential Treatment Requested By

      Eden Bioscience Corporation

    Pursuant to 17 C.F.R 200.83

     Company
response:

     Each
year sales forecasts are prepared by our technical  sales representatives for their sales
territory. In  preparing their sales forecasts, the technical sales  representatives
consider many factors including actual  sales history as compared to prior sales
forecasts,  existing distributor inventory, target crop market size,  normal growth
rates, distributor forecasts, user  feedback, new markets (e.g. expansion into Spain,
China,  South Korea, Taiwan, Turkey, Greece, Columbia, and South  Africa), expanded
product acceptance (e.g. increases in  the use of Messenger in cotton and tobacco in the
United  States), positive field trial results, price reductions  believed to
significantly stimulate sales growth, and  launch of new products in large row crop
markets.

     The
sales forecasts prepared by our technical and sales  representatives were considered a
reliable basis for  determining the classification of inventory at the time  they were
made because our sales people knew their  territory, target, crops, customers,
history and  opportunity better than anyone in our company and they  are well qualified
and have years of experience in sales  of agricultural chemical products in their
Eden sales  territories.  Because of their expertise, we relied on  their
understanding of the markets and customer behavior  in preparing our forecast and in
making decisions about  product manufacturing to meet these forecast.  Based on
their experience, our future growth projections were  considered reasonable because of the
small base of  target acres we were treating.  As an example, we  estimated that a
10% market share of targeted crops  would represent approximately six million ounces of
Messenger and our 2001 grower usage of 595,000 ounces  represented 1% of our target
market.  Our sales people’s  previous experience suggested that a 10%
market share  could be reached within the 3 to 5 year range.  In  hindsight, these
projections may have been realistic for  substitute technology that replaced existing
inputs but  were overly optimistic for a new technology that was an  additional input
over and above standard practices.  Regardless, based on input from successful and
experienced participants in the market, we believed the  forecasts were reasonable at the
time of classification  and our subsequent actions (e.g. the production of more
inventory) support that we believed they were reasonable.

     At
the time of the development of the 2003 forecasts we  did not believe that a trend of
declining sales had been  established as we had only one year of sales decline.  During
the development of the 2004 forecasts we had  experienced 2 consecutive years of decline,
however, we  believed the additional considerations discussed above  provided a
reasonable basis to support the increased  sales levels.  Additionally, while our sales
have  decreased from 2002 to 2004, Messenger usage by growers  has increased each year.
The reason our Messenger sales  to distributors have declined is due to the high level
of Messenger in the trade channel and the significant  amount of Messenger given to
distributors in 2004.

2

    Ms. Jill S. Davis

      United States Securities and Exchange Commission

      Division of Corporation Finance

    September 15, 2005
    Confidential Treatment Requested By

      Eden Bioscience Corporation

    Pursuant to 17 C.F.R 200.83

      Based
          on the completion of our 2005 sales forecast process, we began manufacturing
          ProAct in January 2005. This is the primary driver behind the 12% increase
          in inventory since December 31, 2004. At December 31, 2004 we believed
          that inventory was properly classified as current because we believed
          it would be substantially sold in 2005. At this time, we do not believe
          that inventory held at the end of fiscal year 2004 will be substantially
          sold in fiscal year 2005. We believe the primary reason for this shortfall
          is extremely poor weather conditions in Spain which negatively affected
          Messenger sales in the first half of 2005. The shortfall in Spain is
          part of the reason new product sales produced over 50% of our sales
          in 2005. While our sales will be lower in second half of 2005 than the
          first half of 2005 as expected, they are expected to be higher than
          the second half of 2004. Declines in sales in the second half of the
          year are due to the normal seasonality of agricultural industry.

      Please
          see sales forecasts for 2003, 2004 and 2005 at Exhibit A.

        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 sell expired product
        to an end user obligating you to replace product or refund the cost by
        virtue of your product warranty.

      Company
          response:

      In
          response the first question regarding replacement of product due to
          shelf life expiration, we have never encountered this situation, nor
          do we anticipate encountering such a situation. In response to the second
          question, no, a circumstance has not occurred, nor do we believe a circumstance
          could arise, where the distributor sells expired product to an end user
          obligating us to replace product or refund the cost by virtue of our
          product warranty.

      Revenues,
          page 46.

        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 distributors subsequent to the sales transaction.
        Please address the following:

  3

    Ms. Jill S. Davis

      United States Securities and Exchange Commission

      Division of Corporation Finance

    September 15, 2005
    Confidential Treatment Requested By

      Eden Bioscience Corporation

    Pursuant to 17 C.F.R 200.83

      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.

      Company
          response:

      Please
          see schedules of actual sales by customer, estimated sales allowances,
          actual sales allowances, sales allowances not paid and estimate of future
          costs accumulating for products which remain unsold by the distributors
          at Exhibit B. The Company does not have any obligation related to future
          costs accumulating for products which remain unsold by the distributors.

      b.

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

      Company
          response:

      Please
          see Exhibit B.

      c.

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

      Company
          response:

      We
          believe the distributor’s only remedy would be to seek payment
          from us through legal means.

      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.

      Company
          response:

      Please
          see description of sales allowances at Exhibit B.

  4

    Ms. Jill S. Davis

      United States Securities and Exchange Commission

      Division of Corporation Finance

    September 15, 2005
    Confidential Treatment Requested By

      Eden Bioscience Corporation

    Pursuant to 17 C.F.R 200.83

  Please
    contact Brad Powell at (425) 984-2120 if you have questions regarding our
    responses to your comments on the financial statements and related matters.

  Sincerely,

    /s/ Rhett Atkins

    /s/ Bradley S.
      Powell

    Rhett Atkins

    Bradley S. Powell

    Chief Executive Officer

    Chief Financial Officer

  5

    Ms. Jill S. Davis

      United States Securities and Exchange Commission

      Division of Corporation Finance

    September 15, 2005
    Confidential Treatment Requested By

      Eden Bioscience Corporation

    Pursuant to 17 C.F.R 200.83

Confidential
treatment requested for bracketed information below (Request A)

Exhibit A

Sales
Forecasts

At December 31,
2002, the sales forecast for 2003 prepared  by our sales representatives was $[*] or
approximately [*]  ounces of Messenger/Messenger STS in various package sizes.

At December 31,
2003, the sales forecast for 2004 prepared  by our sales representatives was $[*] or
approximately [*]  ounces of Messenger/Messenger STS in various package sizes.

At December 31,
2004, the sales forecast for 2005 prepared  by our sales representatives was $[*] or
approximately [*]  ounces of Messenger/Messenger STS, N-Hibit and ProAct.

Eden
Bioscience Corporation requests that the bracketed information contained in Request A be
treated as confidential

information and that timely notice be provided to Bradley S.
Powell before the Commission permits any disclosure of the

indicated information.

  A-1

    Ms. Jill S. Davis

      United States Securities and Exchange Commission

      Division of Corporation Finance

    September 15, 2005
    Confidential Treatment Requested By

      Eden Bioscience Corporation

    Pursuant to 17 C.F.R 200.83

Confidential
treatment requested for bracketed information below (Request B)

Exhibit B

Schedule of
Actual Sales by Customer, Estimated Sales Allowances,
Actual Sales Allowances Paid,
Sales Allowances Not Paid and Estimate of Future
Costs Accumulating for Products Which
Remain Unsold by the Distributors

For the
Year-Ended December 31, 2004

    Customer

     Gross

      Product

    Sales

    Estimated

Sales

Allowance

     Actual

Sales

Allowance

     Net

      Product

    Sales

     Estimated Future Costs

      Accumulating for Products

Which Remain Unsold

    [        *        ]

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