SecProbe.io

July 26, 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 reviewed your correspondence dated July 1, 2011 and we have one additional
comment.  Please respond to this  letter by providing the requeste d information.  To the extent
that you do not believe our commen t applies to your facts and circ umstances, please tell us why
in your next response.
 After reviewing the information you provide in  response to this comment, we may have
additional comments.

General

1. We note your response to our prior comment 1.  Based on the limited time the selling
shareholders have held their sh ares, the large number of shares  being registered for resale
and the significant reduction of  the selling shareholders’ market risk for the securities
they purchased, the transaction appears to be a primary offering.  In regard to the selling
shareholders’ market risk, you state in your re sponse that the selling shareholders have
“only limited downside protection.”  However, we note the following:

 the selling shareholders are entitle d to receive up to 2,332,583 additional
common shares (“Adjustment Shares”) to  the extent that the price of the
Company’s common stock is below the original purchase price of $1.333 per
share, but greater than or equal to  $0.75 per share on certain dates;

 if the price of the Company’s common stock is below $0.75 on certain dates
the Company will refund to the selling shareholders an amount in cash per
share of common stock purchased by the selling shareholders equal to the difference between $0.75 and the price of the common stock on such dates;
and

Daniel P. Gold Marshall Edwards, Inc.  July 26, 2011 Page 2

 the exercise price of the Series A and B Warrants is subject to a full-ratchet
adjustment if and when the Company i ssues or sells shares of common stock
at a price less than the ex ercise price immediately prio r to such issue or sale
 Please provide your analysis why, given that these features appear  to substantially
mitigate the selling shareholders’ market risk with respect to the shares purchased, that
we should not view this offering as an indirect primary offering by the Company.
  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

 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.

Daniel P. Gold Marshall Edwards, Inc.  July 26, 2011 Page 3

 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