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Via Facsimile and U.S. Mail
Mail Stop 4720           April 8, 2010   David Seaton Acting Chief Executive Officer and  Chief Financial Officer Novogen Limited 140 Wicks Road North Ryde, New South Wales 2113 Australia
Re:   Novogen Limited
 Form 20-F for the Fiscal Year Ended June 30, 2009
 Filed December 15, 2009
 File Number:  000-29962

Dear Mr. Seaton:

We have reviewed your filing and have the following comments. We have limited
our review to your financial statements a nd related disclosures and do not intend to
expand our review to other portions of your document.  Where indicated, we think you
should revise your document in response to th ese comments.  If you disagree, we will
consider your explanation as to why our co mments are inapplicable or a revision is
unnecessary.  Please be as detailed as  necessary in your explanation.

 Please understand that the purpose of our re view 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 on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Income Statements, page 81

 1. Please disclose the nature of the costs that are included in cost of sales and
whether and, if so, to what extent cost  of sales includes costs for each item of
revenue (i.e. sale of goods, bank interest, license fees, royalties, dividends and
other).  Further, please disclose in  “Operating and Financial Review and
Prospects” the reason that the percentage decrease in cost of sales is much higher
than the percentage decrease in reve nue for 2007 compared to 2008 and for 2008
compared to 2009.

David Seaton
Novogen Limited April 8, 2010 Page 2    Notes to the Financial Statements

Note 1. Summary of Significant Accounting Policies
Statement of Compliance, page 85
 2. Item 17(c) of Form 20-F requires that if  the financial statements comply with
IFRS as issued by the IASB, such complia nce must be unreservedly and explicitly
stated in the notes to the financial statem ents. If this requirement has been met,
please revise your disclosure to explicitly  state that the financial statements do
comply with IFRS as issued by the IASB . Please remove the disclosure regarding
compliance with AIFRS since stating that  there are no signifi cant differences
between the primary GAAP used in the pr eparation of the financial statements
and IFRS does not satisfy the requirem ent in Item 17(c) of Form 20-F.

* * * *

As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response.  Please furnish a
cover letter with your amendment that keys your response to our comments and provides
any requested information.  Detailed cover lett ers greatly facilitate our review.  Please
furnish the letter on EDGAR under the form type label CORRESP.  Please understand
that we may have additional comments afte r reviewing your amendm ent 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 in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating 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 co mments, please provide, in your letter, 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 a ny action with respect to the filing;
and
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

David Seaton
Novogen Limited April 8, 2010 Page 3   In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

You may contact Vanessa Robe rtson, Staff Accountant, at (202) 551-3649 or Lisa
Vanjoske, Assistant Chief Accountant, at  (202) 551-3614 if you have any questions
regarding the comments.  In th is regard, do not hesitate to  contact me, at (202) 551-3679.

        S i n c e r e l y ,             J i m  B .  R o s e n b e r g
Senior Assistant Chief Accountant