SecProbe.io

February 10, 2011

Daniel P. Gold, PhD  Chief Executive Officer
Marshall Edwards, Inc.
11975 El Camino Real, Suite 101  San Diego, California 92130
Re: Marshall Edwards, Inc.
  Registration Statement on Form S -4
Filed  February 1, 2011
  File No.  333-172006
 Dear Dr. Gold :
 We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  Where you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
 After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.

General

1. Please revise your registration statement to include with respect to both Marshal Edwards, Inc. and Novogen Limited pro forma financial statements giving effect to the transaction.   Alternatively, please provide us with a detailed analysis supporting your
conclusion that you are not required to include such pro forma financial statements.
 2. Please revise your registration statement to provide the information required by Part I.C (Information about the Company being Acquired) for Novogen Limited or, alternatively,
please provide us with a detailed analysis supporting your conclusion that such information is not required.

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 the information the Securities Act of 1933 and
all applicable Securities Act rules require.   Since the company and its management are in

Daniel P. Gold, PhD
Marshall Edwards, Inc.
February 10, 2011
Page 2

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 you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company acknowledging that:

• should the Commission or the staff, acting pursuant to delegated author ity, 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 staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
 Please refer to Rules 460 and 461 regarding reques ts for acceleration.  We will consider a
written request for acceleration of the effective date of the registration statement as 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.  Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.
 Please contact S ebastian Gomez Abero  at (2 02) 551- 3578 or me at (202) 551- 3715 with
any questions.

        Sincerely,
           Jeffrey P. Riedler
        Assistant Director
  cc: Steven A. Navarro
Finnbarr D. Murphy
Morgan, Lewis & Bockius LLP  101 Park Avenue
New York, New York 10178