SecProbe.io

March 1, 2012
 Via E-Mail

Martin Rogers Chief Executive Officer Prima BioMed Ltd 1233 High Street, Suite 1 Armadale, Victoria 3143 Australia
Re: Prima BioMed Ltd
 Registration Statement on Form 20-F
Filed February 13, 2012 File No. 001-35428

Dear Mr. Rogers:
 We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de 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.  If 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 re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 Item 16F.  Change in Registrant’s Certifying Accountant, page 83

1. Although you indicate that this section is not applicable, it appears from disclosure in
Item 1C on page two that you changed auditors  in fiscal 2012.  Please revise your filing
to provide all the disclosures required by Item  16F of Form 20-F, as well as the letter
from your prior auditors required to be filed as  an exhibit pursuant to section (a)(3) of this
Item.  Please be aware that when this Item refers to “any subsequent interim period,” it
means the period from the beginning of fi scal 2012 through the date your prior auditor
resigned, declined to stand for re-election or was dismissed.

Martin Rogers Prima BioMed Ltd  March 1, 2012 Page 2

 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 include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

You may contact Frank Wyma n at 202-551-3660 or Mark Brunhofer at 202-551-3638 if
you have questions regarding comments on the fina ncial statements and related matters.  Please
contact Michael Rosenthall at 202-551-3674, Da n Greenspan at 202-551-3623, or myself at 202-
551-3715 with any other questions.
Sincerely,

 /s/ Daniel Greenspan for

Jeffrey P. Riedler  Assistant Director