SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>marshalledwardsitem48-klr.txt
<DESCRIPTION>COMMENT LETER DATED 9/21/04, ITEM 4 FORM 8-K, FILING DATE 9/16/04
<TEXT>

Via U.S. Mail and Facsimile

Mail Stop 3-9

	September 21, 2004

David R. Seaton
Chief Financial Officer
Marshall Edwards, Inc.
140 Wicks Road
North Ryde NSW 2113
Australia

Re: 	Marshall Edwards, Inc.
	SEC File No.:  000-50484
	Form 8-K filed:  September 16, 2004

Dear Mr. Seaton:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should revise your document in response to
these comments.  If you disagree, we will consider your explanation
as to why our comment is inapplicable or a revision is unnecessary.
Please be as detailed as necessary in your explanation.  In some of
our comments, we may ask you to provide us with supplemental
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.

	Please understand that the purpose of our review 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.

1. Please state whether the former accountant resigned, declined to
stand for re-election or was dismissed and the date thereof, pursuant
to Item 304(a)(1)(i) of Regulation S-K.

2. In Ernst and Young`s letter dated September 16, 2004, we noted
that they did not agree or disagree with paragraph eight of the
filing regarding the authorization and request of Ernst and Young to
respond fully to the inquiries of BDO.  Please revise your disclosure
to correspond with Ernst and Young`s response or provide the required
disclosure for disagreements with former auditors pursuant to Item
304(a)(1)(iv).

3. Please file an updated letter from your former accountant covering
the changes made in response to the above comments.  File that letter
as Exhibit 16 to the amended Form 8-K, or if not available at the
time of filing, file another amended Form 8-K within ten business
days or within two days of receipt, whichever is earlier.  Please
refer to rules 304(a)(3) and 601(b)(16) of Regulation S-K.

Please amend your filing and respond to these comments within five
business days or tell us when you will provide us with a response
prior to the expiration of the five-day period.  Please understand
that we may have additional comments after reviewing your amendment
and responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to be
certain that they have provided all information investors require.
Since the company and its management 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 connection with responding to our comments, please provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff 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.

In addition, please be advised that the Division of Enforcement has
access to all information you provide to the staff of the Division of
Corporation Finance in our review of your filing or in response to
our comments on your filing.

You may contact me, at (202) 942-1962 if you have questions regarding
these comments or any other questions.

	Sincerely,

	Sasha Parikh
	Staff Accountant
Marshall Edwards, Inc.
September 21, 2004
Page 1

</TEXT>
</DOCUMENT>