SecProbe.io

February 14, 201 3

Via E -mail
Graham Kelly
Chief Executive  Officer
Novogen Limited
1-7 Waterloo Road, Level 1
North Ryde, New South Wales 2113
Australia

Re: Novogen Limited
Form 20-F for the Fiscal Year Ended June  30, 201 2
 Filed Octob er 29, 201 2
File No. 000-29962

Dear Dr. Kelly :

We have reviewed your filing and have the following comment .

Please respond to this letter within 10 business days by  amending your filing or  by
advising us when you will provide the requested response.   If you do not believe the comment
applies to your facts and circumstances, please tell us why in your response.  Please furnish us a
letter on EDGAR under the form type label CORRESP that key s your response to our comment.

After reviewin g any amendment to y our filing  and the information you provide in
response to th is comment, we may have additional comments.

Report of Independent Registered Public Accounting Firm , page 75

1. We note the audit report of Grant Thornton Audit Pty Ltd references the report of the
prior auditor for the financial statements as of June 30, 2011 and for each of the years in
the two -year period ended June 30, 2011.   Please amend your filing to include the audit
report as required by Rule 2 -05 of Regulation S -X.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its managemen t 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 responding to our comment, please provide  a written statement from the company
acknowledging th at:

Graham  Kelly
Novogen Limited
February 14, 201 3
Page 2

  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.

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

Sincerely,

 /s/ Jim B. Rosenberg

Jim B. Rosenberg
Senior Assistant Chief Accountant