SecProbe.io

February 28, 2012
 Via Email

Daniel P. Gold
President and 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-1
Filed February 21, 2012
  File No. 333-179590

Dear Mr. Gold:
 We have limited our review of your registrati on statement to the issue we have addressed
in our comment below.  Please respond to this letter by amending your registration statement and
providing the requested information.  Where you do not believe our comment applies 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 this comment, we may have additional comments.

General

1. Please amend your filing pre-effectively to incl ude the principal amount of securities to
be offered, including the total number of  shares of common stock underlying the
subscription rights both in total and per subs cription right.  We advise you that we will
not be in a position to declare the registrati on statement effective until such information is
included in the filing.  See C&DI 227.02, Securi ties Act Rules, available at www.sec.gov
for guidance.  In the amendment, please al so include any other material non-pricing
related information to be inserted prior to effectiveness.

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.

Daniel P. Gold
President and Chief Executive Officer
Marshall Edwards, Inc.
 February 28, 2012
Page 2

 Notwithstanding our comment, 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.
 You may contact Laura Crotty at (202) 551-3563, Daniel Greens pan at (202) 551-3623,
or me at (202) 551-3715 with any other questions.
Sincerely,
   /s/ Daniel Greenspan for
Jeffrey P. Riedler Assistant Director
cc: Steven A. Navarro, Esq. (Morgan, Lewis & Bockius LLP)