SecProbe.io

August 30, 2011
 Via E-mail

Mr. James Nathanielsz Chief Executive Officer Propanc Health Group Corporation 576 Swan Street Richmond, VIC, 3121, Australia
Re: Propanc Health Group Corporation
Registration Statement on Form S-1 Supplemental letter dated August 23, 2011
  File No. 333-175092

Dear Mr. Nathanielsz:

We have reviewed your correspondence date d August 23, 2011 and have the following
comments.  In some of our comments, we may ask you to provide 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.
 Form S-1

 Note 8- Stockholders’ Equity, page F-18

1. In your response to comment 83, you state that  “the last sale of the Company’s common
stock occurred late October 2010 at $0.16.”  Pl ease clarify this statement by telling us
whether these shares were issued to a related party or a third party.  Furthermore, please
reconcile this statement with your footnot e under “Calculation of registration fee”
regarding your proposed maximu m offering price per share that  it was estimated “on the
basis of the last sales price of the Company’s common stock.”  If no share was issued at a
price close to $1.50, please provi de us a description of even ts that contributed to the
increase in the fair value of your common stoc k.  We do not believe that your filing of the
registration statement and the IPO itself would attribute to the significant increase in the
fair value of your common stock.

Mr. James Nathanielsz Propanc Health Group Corporation August 30, 2011 Page 2

 If proposed maximum offering price per shar e of $1.50 was not based on the last sales
price of your common stock, please tell us how  you estimated this offering price per
share.  With regards to fair valuing the 7,216,365 shares issuable under your June 8, 2011
agreement, please tell us why you believe th at the October 2010 sales price is a better
indication of fair value of these shares ra ther than the $1.50 that was estimated on the
measurement date.  In this respect it is not ed that the registration statement was filed on
June 23, 2011 with an anticipated IPO price of $1.50.  Please disclose in the filing a
chronological schedule of events from October 2010 to today that impacted the fair value
of your common stock and quan tify how much each event im pacted the fair value.

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.
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.

Mr. James Nathanielsz Propanc Health Group Corporation August 30, 2011 Page 3

 You may contact Kiera Naka da, Staff Accountant, at (202) 551-3659 or Mary Mast,
review accountant, at (202) 551- 3613 if you have questions rega rding comments on the financial
statements and related matters.  Please contac t John Krug at (202) 551-3862 or me at (202) 551-
3715 with any other questions.
Sincerely,
  /s/Jeffrey Riedler     Jeffrey Riedler
Assistant Director

        cc: Peter J. Gennuso, Esq.       Gersten Savage LLP       600 Lexington Avenue, 10
th Floor
      New York, New York 10022