SecProbe.io

June 21, 2011
 Via E-mail

Daniel P. Gold President & 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-3
Filed June 8, 2011
  File No. 333-174789

Dear Mr. Gold:
 We have limited our review of your registra tion statement to those issues we have
addressed in our comments.  In our first comment,  we ask you to provide us with information so
we may better understand your disclosure.
 Please respond to this letter by amending your registration statement or providing the
requested information, as applicable.  Where you do not believe our comments apply to your
facts and circumstances or do not believe an am endment is appropriate, please tell us why in
your response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.

General

1. We note that you are registering the sale  of 5,251,315 common shares.  Given the size
relative to the number of shares outstanding held by non- affiliates, the nature of the
offering and the selling shareholders, the tran saction appears to be a primary offering.
Because you are not eligible to conduct a primary offering on Form S-3 you are not eligible to conduct a primary at-the-m arket offering under Rule 415(a)(4).
 If you disagree with our analysis, please advi se the staff of your basis for determining
that the transaction is appropriately characterized as a transaction that is eligible to be made under Rule 415(a)(1)(i).  In your analysis, please address the following among any other relevant factors:

 The number of selling shareholders and the percentage of the overall offering made
by each shareholder;

Daniel P. Gold Marshall Edwards, Inc.  June 21, 2011 Page 2

  The date on which and the manner in whic h each selling shareholder received the
shares and/or the overlying securities;

 The relationship of each selli ng shareholder to you, includi ng an analysis of whether
the selling shareholder is an affiliate;

 Any relationships among the selling shareholders;

 The dollar value of the shares registered in relation to the proceeds that you received
from the selling shareholders for the s ecurities, excluding amounts of proceeds that
were returned (or will be returned) to the selling shareholders and/or their affiliates in
fees or other payments;

 The discount at which the shareholders will purchase the common stock underlying
the warrants upon exercise; and

 Whether or not any of the selling shareholde rs is in the business of buying and selling
securities.

Incorporation of Certain Info rmation by Reference, page 23

2. We note that you are incorporating by refere nce a Current Report on Form 8-K that was
filed on March 16, 2011.  As there was no 8-K fi led on that date, but there was one filed
on March 18, 2011, it appears that this date is in error.  Please amend this registration
statement to make the appropriate correction.
 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, 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 pr ovide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission 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

Daniel P. Gold Marshall Edwards, Inc.  June 21, 2011 Page 3

  the company may not assert staff comments a nd 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 re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.
 Please contact Scot Foley at (202) 551-3383, Daniel Greenspan at (202) 551-3623 or me
at (202) 551-3715 with any questions.
Sincerely,
   /s/  Daniel Greenspan for
Jeffrey Riedler Assistant Director
 cc: Steven A. Navarro, Esq.   Morgan, Lewis & Bockius LLP  101 Park Avenue
New York, New York 10178