SecProbe.io

March 21, 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/A
Filed March 15, 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.
 Material Contracts Related to Intellectual Property and Commercialization Rights, page 34

1. We note your added disclosure that you have en tered into two partners hips with The City
Hospital in Dubai Healthcare Ci ty that are material to your  company.  Please expand your
disclosure to include all the material term s of those agreements, and please files each
partnership agreement as an e xhibit to your next amendment.
 Item 16F. Change in Registrant’s Certifying Accountant, page 84

2. Please revise your assertions, regarding the existence of disagreements and reportable
events, to cover the period from July 1, 2011 through MDHC’s resignation on September
30, 2011.

Martin Rogers Prima BioMed Ltd  March 21, 2012 Page 2

 3. Please explain to us the factors that you c onsidered in concluding that the errors and
related restatement of your fi nancial statements, as describe d in Note 3, did not involve
any of the reportable events listed in It em 16F (a)(1)(v) of Form 20-F. Revise your
disclosure accordingly.
4. Please have MDHC provide an updated letter addressing your revised disclosure.  File
that letter as an exhibit to your filing.

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