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Comment and Reponse Letter

 [Letterhead of Marshall Edwards, Inc.]

July 1, 2011

 VIA EDGAR

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Attention: Jeffrey P. Riedler, Assistant Director

 Daniel Greenspan

Re:
Marshall Edwards, Inc.

Registration Statement on Form S-3 (File No. 333-174789)

 Ladies and Gentlemen:

 This letter is being filed in response to comments from the staff (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) transmitted by letter dated June 21, 2011, to the undersigned Daniel P. Gold, PhD, Chief Executive Officer of Marshall Edwards, Inc. (the
“Company”), with respect to the above-referenced Registration Statement on Form S-3 (the “Registration Statement”) filed with the Commission on June 8, 2011.

 This letter recites each Staff comment and then provides the Company’s response to that comment.

 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 transaction 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-market offering under Rule 415(a)(4).

 If you disagree with our
analysis, please advise 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;

•

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

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•

 The relationship of each selling shareholder to you, including 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 securities,
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 shareholders is in the business of buying and selling securities.

Response: The Company respectfully submits that the offering is a valid secondary offering under Rule 415(a)(1)(i). Rule 415(a)(1)(i) states that
securities may be registered for an offering to be made on a continuous or delayed basis in the future, provided that the registration statement pertains only to “[s]ecurities which are to be offered or sold solely by or on behalf of a person
or persons other than the registrant, a subsidiary of the registrant or a person of which the registrant is a subsidiary.”

 The Company
respectfully submits that the re-characterization of a secondary offering as an offering “by or on behalf of the registrant” has a significant negative impact on the ability of a selling shareholder to effect the resale of its securities.
Accordingly, re-characterization can have a chilling effect on the ability of smaller public companies — like the Company — to raise capital and the Company believes that the Staff should only re-characterize a secondary offering as being
on behalf of a registrant after a careful and complete review of the relevant facts and circumstances.

 The Staff has previously recognized
the complexity of the analysis of certain transactions under Rule 415 and has set forth certain factors that it considers in determining whether an offering styled as a secondary offering should be recharacterized as a primary offering on behalf of
an issuer in Compliance and Disclosure Interpretation 612.09 (the “C&DI”):

•

 How long the selling shareholders have held the shares

•

 The circumstances under which the selling shareholders received the shares

•

 The relationship of the selling shareholders to the issuer

•

 The number of shares being sold

•

 Whether the selling shareholders are in the business of underwriting securities

•

 Whether under all the circumstances it appears that the seller is acting as a conduit for the issuer.

As the C&DI also indicates, the question is a “difficult” and “factual” one that involves an analysis of many factors and
“all the circumstances.”

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 Each of the relevant factors cited in the Staff’s June 21 comment letter, as well as certain
additional factors listed in the C&DI, are discussed below in the context of the instant transaction. For the reasons set forth below, the Company believes that, upon proper consideration of all of those factors, the
offering of securities to be registered pursuant to the Registration Statement is a secondary offering and not a primary offering and is eligible to be made under Rule 415(a)(1)(i) under the Securities Act of 1933 (the “Securities Act”) as
contemplated by the Registration Statement.

 Background

 In recognition of the need for additional working capital to fund, among other things, clinical development of the Company’s product candidates, early in the second quarter of 2011, the Company
engaged an investment bank, Roth Capital Partners, LLC (the “Placement Agent”), to help it identify different financing alternatives. Based on the Company’s stock price on The Nasdaq Capital Market (“Nasdaq”), the state of
the capital markets for similarly situated companies and the Company’s need to obtain additional working capital in a timely manner, the Placement Agent and the Company’s management and Board agreed that a private placement of securities
targeting institutional investors had the highest likelihood of success. The Placement Agent then began to contact potential investors on behalf of the Company to discuss a proposed private placement of shares of the Company’s common stock, par
value $0.00000002 (the “Common Stock”), and warrants to purchase shares of Common Stock.

 On May 16, 2011,
the Company entered into an Amended and Restated Securities Purchase Agreement (the “Securities Purchase Agreement”) with two accredited investors, Hudson Bay Master Fund Ltd. and Capital Ventures International (the “Investors”),
which amended and restated in its entirety the Securities Purchase Agreement, dated May 2, 2011 (the “Original Purchase Agreement”), among the Company and the Investors to address compliance with certain Nasdaq requirements after
consultation with Nasdaq staff, including the elimination of series C warrants provided for in the Original Purchase Agreement. As amended, the Securities Purchase Agreement is in full compliance with Nasdaq corporate governance requirements, a
factor the staff has deemed relevant to this analysis.1 On May 18, 2011, the Company issued the
following securities (the “Transaction”) under the Securities Purchase Agreement:

•

 835,217 shares of Common Stock, at a purchase price of $1.333 per share;

•

 Series A warrants (the “Series A Warrants”), which represent the right to purchase up to 626,413 shares of Common Stock, which number of
shares issuable upon exercise of such Series A Warrants shall increase by up to 1,624,151 shares to an aggregate of 2,250,564 shares upon the exercise of the Series B Warrants (as defined below) upon the terms described below; and

1
Remarks of Thomas Kim, Chief Counsel, Division of Corporation Finance, PLI Securities Regulation Institute (November 2010).

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•

 Series B warrants (the “Series B Warrants”, and collectively with the Series A Warrants, the “Warrants”) which represent the right
to purchase up to 2,165,534 shares of the Common Stock.

 In addition, the Company agreed to issue to the private placement
investors, additional shares of the Common Stock (“Adjustment Shares”) to the extent the applicable price, calculated as described below, of the Common Stock is below $1.333 per share on a limited number of specified dates
(“Adjustment Dates”). An Adjustment Date will occur no later than the six-month anniversary of the May 18, 2011 issuance of Common Stock in the Transaction (if the Company fails to maintain the effectiveness of any registration statement
covering the shares of Common Stock and shares underlying the Warrants issued in the Transaction or the public information required by Rule 144 during a period of 60 days after the prior Adjustment Date there may be either one or two additional
Adjustment Dates during the period ending June 26, 2012) and an Adjustment Date will occur upon the Company’s issuance of securities at a deemed price below $1.333 during the 12-month period following May 18, 2011). The number of Adjustment
Shares issuable is initially limited to 649,242, subject to proportionate increases to the extent the Series B Warrants have been exercised prior to an applicable Adjustment Date, up to a maximum of 2,332,583 shares. The Adjustment Shares are not
included on the Registration Statement.

 The shares of Common Stock, the Series A and Series B Warrants and the Adjustment Shares were offered
and sold in a private placement transaction exempt from registration under the Securities Act in reliance upon Section 4(2) under the Securities Act and Regulation D promulgated thereunder. Each of the investors represented to the Company that
it is an “accredited investor” as defined in Rule 501 of Regulation D. The Company has never engaged in a private placement transaction with the Investors in the past.

 Date on which and manner in which each selling shareholder received the shares and/or the overlying securities

 As described above, the closing of the issuance of the 835,217 shares of Common Stock under the Securities Purchase Agreement occurred on May 18, 2011, on which date the Investors also acquired
Series A Warrants and Series B Warrants to purchase up to an aggregate of 4,416,098 shares of Common Stock. The Series A Warrants to purchase up to 2,250,564 shares of Common Stock will not be exercisable until six months after the May 18, 2011
issuance and the Series B Warrants to purchase up to 2,165,534 shares of Common Stock will be exercisable only after stockholder approval of the Transaction has become effective, which will occur 20 days after the Company mails a definitive
information statement to stockholders giving notice of the May 18, 2011 approval of the Transaction by written consent of the Company’s majority stockholder, and certain other conditions are satisfied or waived by the Investors.
Additionally, the Series A Warrants are initially exercisable for 626,413 shares of Common Stock and only become exercisable for up to 1,624,151 additional shares of Common Stock to the extent the Series B Warrants are exercised. Upon the
satisfaction of certain conditions, including the effectiveness of stockholder approval referred to above, the Company can require the Investors to exercise their Series B Warrants.

 Under the Staff’s Compliance and Disclosure Interpretation 116.19, the Staff stated that an issuer may be permitted to register securities underlying convertible securities prior to the issuance of
the underlying securities if the convertible securities were issued in a valid private placement under Section 4(2) of the Securities Act. Accordingly, there is no minimum holding period during which the Investors must own securities prior to
their eligibility for registration in a valid secondary offering. Nevertheless, the Investors have now incurred significant risk as a result of

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holding the aggregate 835,217 shares of Common Stock and the Warrants exercisable for the balance of the shares of Common Stock included on the Registration Statement for 43 days and will likely
be required to hold their shares of Common Stock for an extended period of time.

 The Company respectfully submits that registration of the
re-sale of the shares of Common Stock issuable in the Transaction should not equate to intent to distribute. As described above, the securities covered by the Registration Statement became issuable in a valid private placement that complied in all
respects with Section 4(2) of the Securities Act and Regulation D promulgated thereunder. All of the Investors specifically represented that they were acquiring their securities for investment and not with the purpose or intent of effecting a
distribution in violation of the Securities Act.

 The Company respectfully further submits that there are a number of reasons why investors
want the re-sale of shares registered other than to effect a distribution. For example, many private investment funds are required to mark their portfolios to market. If portfolio securities are not registered, such investors are required to mark
down the book value of those securities to reflect an illiquidity discount. That portfolio valuation does not depend on whether investors intend to dispose of their shares or to hold them for an indefinite period. In addition, many investors are
fiduciaries of other people’s money and have a common law duty to act prudently. The Company believes that it would be irresponsible for such investors not to have the re-sale of their shares registered. Furthermore, not registering the re-sale
of their shares could prevent investors from taking advantage of market opportunities or from liquidating an investment if there is a fundamental shift in such investors’ investment judgment about a company. Finally, shares that are registered
for re-sale are generally eligible to be used as margin collateral under the margin regulations of the Federal Reserve. Restricted securities are not “margin stock.”

 Number of selling shareholders and the percentage of the overall offering made by each shareholder; Number of shares being sold

 Number of Investors; Percentage of Overall Offering

 As a result of the relatively
low limit on the maximum number of shares of Common Stock issuable prior to effectiveness of stockholder approval of the Transaction under Nasdaq rules, the Transaction was fully subscribed and placed with only two investors. Consequently, there are
two selling stockholders, Hudson Bay Master Fund Ltd. and Capital Ventures International, which potentially may sell up to 2,625,658 and 2,625,657 shares of Common Stock, respectively, or in each case approximately 50% of the shares of Common Stock
being registered under the Registration Statement. As noted above, the Company has been advised that the Investors acquired their securities for investment purposes and not with the purpose or intent of effecting a distribution in violation of the
Securities Act.

 As noted above, there are no affiliations or other relationships between the Investors and there is no evidence that the
Investors have any plan to act in concert to effect a distribution of their shares of Common Stock. Such a plan would make the Investors a “group” under Section 13(d) of the Exchange Act. In similar circumstances, courts have found
that investors who merely sign

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the same investment documents do not constitute a “group” for 13(d) purposes. Accordingly, absent evidence to the contrary, the Company does not believe that there is a valid basis to
impute to the Investors any intent to act in concert to effect a distribution of the shares of Common Stock.

 Number of Shares being
Sold

 Although the Company acknowledges that the 5,251,315 shares included in the Registra