SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 0309

	November 24, 2004

David R. Seaton
Company Secretary
Marshall Edwards, Inc.
140 Wicks Road
North Ryde NSW 2113 Australia

RE: 	Marshall Edwards, Inc.
	Post-Effective Amendment to Form S-1, filed November 12, 2004
Registration No. 333-109129

Dear Mr. Seaton:
This is to advise you that we have undertaken a limited review of the
above referenced registration statement and have the following
comment.

1. Please update the financial statements and the related discussion
and disclosure through September 30, 2004 to the post-effective
amendment to Form S-1.  As to all other disclosure, provide updated
information as of the date you file your amendment.

*	*	*

As appropriate, please amend your registration statement in response
to these comments.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover letter
with your amendment that keys your responses to our comments and
provides any requested supplemental information.  Detailed cover
letters greatly facilitate our review.  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 for an
informed decision.  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.

Notwithstanding our comments, in the event the company requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy and
accuracy of the disclosure in the filing; and

* the company may not assert this action 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 connection with our review of your
filing or in response to our comments on your filing.

	We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of the
fact that those requesting acceleration are aware of their respective
responsibilities under the Securities Act of 1933 and the Securities
Exchange Act of 1934 as they relate to the proposed public offering
of the securities specified in the above registration statement.  We
will act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.

Please contact Albert Lee at (202) 824-5522 or to me at (202) 942-
2979.

								Sincerely,

								Jeffrey Riedler
								Assistant Director

cc:	Steven  A. Navarro, Esq.
	Morgan, Lewis &  Bockius LLP
	101 Park Avenue
	New York, New York 10178
David R. Seaton
Marshall Edwards, Inc.
November 24, 2004
Page 1

</TEXT>
</DOCUMENT>