SecProbe.io

CORRESP
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 Forward Industries, Inc.

 700 Veterans Memorial Highway

 Suite 100

 Hauppauge, New York 11788

 June 18, 2025

 Via EDGAR

 Division of Corporation Finance

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D. C. 20549

 Re:
 Forward Industries, Inc.

 Registration Statement on Form S-1

 File No. 333-287906

 Ladies and Gentlemen:

 In accordance with Rule 461
promulgated pursuant to the Securities Act of 1933, Forward Industries, Inc. is hereby requesting that the effective date of the above-referenced
Registration Statement be accelerated so that the same will become effective at 9:30 a.m. on June 20, 2025, or as soon thereafter as is
practicable.

 If you have any questions
regarding this request, please contact Brian Pearlman or Brian Bernstein, our legal counsel at (954) 880-9484.

 Very Truly Yours,

 /s/ Kathleen Weisberg ____

 Kathleen Weisberg

 Chief Financial Officer

 cc:

 Brian A. Pearlman, Esq.

 Brian S. Bernstein, Esq.

CORRESP
 1
 filename1.htm

 Forward Industries, Inc.

 700 Veterans Memorial Highway

 Suite 100

 Hauppauge, New York 11788

 June 18, 2025

 Via EDGAR

 Division of Corporation Finance

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D. C. 20549

 Re:
 Forward Industries, Inc.

 Registration Statement on Form S-3

 File No. 333-287907

 Ladies and Gentlemen:

 In accordance with Rule 461
promulgated pursuant to the Securities Act of 1933, Forward Industries, Inc. is hereby requesting that the effective date of the above-referenced
Registration Statement be accelerated so that the same will become effective at 9:30 a.m. on June 20, 2025, or as soon thereafter as is
practicable.

 If you have any questions
regarding this request, please contact Brian Pearlman or Brian Bernstein, our legal counsel at (954) 880-9484.

 Very Truly Yours,

 /s/ Kathleen Weisberg ____

 Kathleen Weisberg

 Chief Financial Officer

 cc:

 Brian A. Pearlman, Esq.

 Brian S. Bernstein, Esq.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 16, 2025

Michael Pruitt
Interim Chief Executive Officer
Forward Industries, Inc.
700 Veterans Memorial Highway
Suite 100
Hauppauge, New York 11788

 Re: Forward Industries, Inc.
 Registration Statement on Form S-1
 Filed June 10, 2025
 File No. 333-287906
Dear Michael Pruitt:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Margaret Sawicki at 202-551-7153 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and
 Services
cc: Brian Bernstein, Esq.
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 16, 2025

Michael Pruitt
Interim Chief Executive Officer
Forward Industries, Inc.
700 Veterans Memorial Highway
Suite 100
Hauppauge, New York 11788

 Re: Forward Industries, Inc.
 Registration Statement on Form S-3
 Filed June 10, 2025
 File No. 333-287907
Dear Michael Pruitt:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Margaret Sawicki at 202-551-7153 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and
 Services
cc: Brian Bernstein, Esq.
</TEXT>
</DOCUMENT>

cor08126016 06232014.htm Page 1 of 5
0 L S H A N PARK AVENUE TOWER • 65 EAST 55TH STREET • NEW YORK, NEW YORK 10022
TELEPHONE: 212.451.2300 • FACSIMILE: 212.451.2222
June 23, 2014 EMAIL: AFINERMAN@OLSHANLAW.COM
DIRECT DIAL: 212.451.2289
BY EDGAR, OVERNIGHT COURIER AND ELECTRONIC MAIL
Daniel F. Duchovny, Esq.
Special Counsel
Office of Mergers and Acquisitions
United States Securities and Exchange Commission
Division of Corporation Finance
Mail Stop 3628
100 F Street, N.E.
Washington, D.C. 20549
Re: Forward Industries, Inc.
Soliciting Materials filed pursuant to Rule 14a-12
Filed June 13, 2014
File No. 001-34780
Dear Mr. Duchovny:
We acknowledge receipt of the comment letter of the Staff(the "Staff') of the U.S. Securities and Exchange Commission (the
"Commission") dated June 17, 2014 (the "Staff Letter") with regard to the above-referenced matter. We have reviewed the Staff Letter with our
client, Forward Industries, Inc. ("Forward" or the "Company"), and we provide the following responses on Forward's behalf. For ease of
reference, the comments in the Staff Letter are reproduced in italicized form below.
Soliciting Materials Filed June 13. 2014
1. Each statement or assertion of opinion or belief must be clearly characterized as such, and a reasonable factual basis must exist for
each such opinion or belief Support for opinions or beliefs should be self-evident, disclosed in the proxy statement or provided to the
staff on a supplemental basis. Please provide us the support for the following:
• your statement that Mr. Wise intends to "gain 'creeping control' of [the] Company without paying a premium."
Forward believes its statement that Mr. Wise intends to gain "creeping control" of the Company is self-evident by virtue of his
recent nomination of a slate of director candidates for election at the 2014 annual meeting of shareholders of the Company (the
"Annual Meeting") and his significant ownership position in the Company. As discussed in Forward's press release issued on
June 13, 2014 (the "Press Release"), Mr. Wise has publicly announced his intention to nominate a slate of four director
candidates- consisting of himself and three other individuals- for election at the Annual Meeting. The Board of Directors of
Forward (the "Board") is currently comprised of seven directors. Accordingly, if the dissident slate is elected at the Annual
Meeting, Mr. Wise will obtain majority representation on the Board. In addition, as the beneficial owner of just under 20% of
the outstanding shares of Common Stock of Forward, Mr. Wise is already the largest shareholder of the Company. See excerpt
from Amendment No.3 to Schedule 13D filed by Mr. Wise on June 6, 2014 attached hereto as Exhibit A. Accordingly, if Mr.
Wise's slate of director candidates is elected at the Annual Meeting, he will effectively obtain control of Forward by virtue of
his control over a majority of the Board coupled with his status as a significant, and the single largest, shareholder of the
Company. The Staffis also advised on a supplemental basis that one day before the issuance of the Press Release, Mr. Wise
sent a communication to the other Board members threatening to nominate additional directors in order to obtain absolute
control of the Board, further evidencing Mr. Wise's intent to obtain creeping control of the Board.
OLSHAN FROME WOLOSKY LLP WWW.OLSHANLAW.COM
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Forward also believes its statement that Mr. Wise is seeking control "without paying a premium" is self-evident. If Mr. Wise
sought to obtain control of Forward by paying a premium, he would make an offer to acquire the Company by way of a merger,
tender offer or similar transaction that would result in consideration being paid to the other shareholders in exchange for their
shares. Mr. Wise has never made such an offer to acquire the Company, even after being asked by other Board members
whether he intends to make such an offer. To the contrary, Mr. Wise is seeking control of the Company by obtaining majority
representation on the Board in a hostile election contest. If Mr. Wise were to succeed in electing all his director candidates at
the Annual Meeting, he will obtain control of the Company without any of the other shareholders receiving a premium for their
shares.
• your statement that Mr. Wise intends to "perpetuate and enhance the cash flows from his multi-million dollar related party
arrangement, which he fears the Board may terminate. "
As discussed in the Press Release, Mr. Wise is a party to a multi-million dollar related-party transaction through his wholly­
owned company Forward Industries (Asia-Pacific) Corporation (the "Wise Affiliate") under which it acts as Forward's
exclusive buying agent and supplier of certain products in the Asia Pacific region. See excerpt from Form 10-Q filed by
Forward on May 15, 2014 attached hereto as Exhibit B. The contract was set to expire on March 11, 2014, subject to
renewal. Forward believes Mr. Wise intends to leverage this related-party arrangement for his sole benefit and that he fears the
Board may tem1inate it based on the negotiations between the Company and Mr. Wise with respect to the contract
renewal. During these negotiations, the Board (excluding Mr. Wise) expressed concerns regarding the high cost structure of
this arrangement and raised the issue of whether the contract should be terminated due to these high cost levels. Mr. Wise
sought to double the amount to be paid to the Wise Affiliate during the renewal negotiations although the ultimate increase,
while substantial, was less than Mr. Wise initially sought. The Board ultimately determined to renew the contract for an
additional year as it believed terminating it in March could have caused harm to the Company. As discussed in the Press
Release, had Mr. Wise had his way with the amount of the increase, more than the entire operating profit of the Company would
be paid to the Wise Affiliate. In light of Mr. Wise's understanding that the Company was considering terminating the related­
party arrangement, his attempts to increase the fees being paid to him despite the other Board members' concerns and his
nomination of a majority-slate shortly thereafter, Forward believes it has a reasonable basis for its assertion that Mr. Wise
intends to "perpetuate and enhance" his related-party arrangement and that he "fears" it may be terminated by the Board.
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June 23, 2014
Page 3
• your description of Mr. Johnson's acclaim and history of creating value.
See various news articles published by Bloomberg, Barron's and others attached hereto as Exhibit C, which provide factual
support for Forward's statement that Mr. Johnson has been "acclaimed" by the press.
Forward believes it has a reasonable basis to state that Mr. Johnson has a "history of creating value for shareholders." As
discussed in the Press Release, Mr. Johnson was a board member of publicly traded 1-800-Contacts where he pushed for the
closing of a money-losing division and ultimate sale of the business. The day prior to 1-800-Contacts' announcement of the
appointment of Mr. Johnson to its board of directors in a press release issued on November 7, 2006, the shares closed at a price
of$13.70 per share. See Exhibit D attached hereto. In September 2007, 1-800-Contacts was sold for approximately $350
million, or $24.25 per share, representing a 77% increase in share price. See Exhibit E attached hereto.
• your statement that Mr. Wise has a "play for control" and is attempting to "seize and control this value for himself while the
shareholders receive nothing. "
Forward believes its statement that Mr. Wise has a "play for control" of the Company is self-evident by virtue of his recent
nomination of a majority-slate of director candidates at the Annual Meeting and his significant ownership position in the
Company. Reference is made to the first paragraph of the response under the first bullet above for a discussion on Forward's
basis for this belief.
Forward also believes its statement that Mr. Wise is attempting to "seize and control this value for himself while the
shareholders receive nothing" is self-evident as Mr. Wise is not seeking to acquire the Company for value and the shareholders
will not receive a premium for their shares if he succeeds in obtaining majority representation on the Board. Reference is made
to the second paragraph of the response under the first bullet above for a discussion on Forward's basis for this belief.
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2. Please note that the participant information required by Rule 14a-12(a)(l)(i) should be filed pursuant to the rule in connection with the
current solicitation. T7le rule contemplates that the information be provided in a previously filed communication related to the current
solicitation or a separate statement filed as Rule 14a-12 material. See Section fl. C. l.b of SEC Release No. 33-7760.
Forward acknowledges the Staffs comment and confirms its understanding that the participant information required by Rule 14a-12(a)
(1 )(i) should be filed pursuant to the rule in connection with the current solicitation.
* * * * *
In connection with responding to the Staffs comments, a certificate signed by Forward containing the three acknowledgments requested
by the Staff is attached hereto.
The Staff is invited to contact the undersigned with any comments or questions it may have. We would appreciate your prompt advice as
to whether the Staff has any further comments.
Sincerely,
Is/ Adam W. Finerman
Adam W. Finerman
cc: Robert Garrett, Jr., Forward Industries, Inc.
Ron S. Berenblat, Olshan Frome Wolosky LLP
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ACKNOWLEDGMENT
In connection with responding to the comments of the Staff of the Securities and Exchange Commission ("SEC") relating to the
soliciting materials on Schedule 14A (the "Soliciting Materials") filed by the undersigned on June 13, 2014, the undersigned acknowledges the
following:
• The undersigned is responsible for the adequacy and accuracy of the disclosure pertaining to it in the Soliciting Materials.
• The Staffs comments or changes to disclosure in response to Staff comments in the Soliciting Materials do not foreclose the SEC
from taking any action with respect to the Soliciting Mater.ials.
• The undersigned may not assert Staff comments as a defense in any proceeding initiated by the SEC or any person under the federal
securities laws of the United States.
Forward Industries, Inc.
By: Is/ Robert Garrett, Jr.
Name: Robert Garrett, Jr.
Title: Chief Executive Officer
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

  December 2, 2014

Via E-Mail

Michael J. Mies, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
525 University Avenue, Suite 1100
Palo Alto, CA  94301

Re:   Forward Industries, Inc.
Revised Preliminary Proxy Statement  filed by Terence Bernard Wise  et. al.
Filed November 28 , 2014
 File No. 001 -34780

Dear Mr. Mies:

We have reviewed your filing and  have the following comments.

Background to the Solicitation, page 6
1. Please revise the May 28, 2014 entry (page 7) to include the entire text of the certificate of
amendment to the bylaws as filed under cover of Form 8 -K on May 28, 2014.

Related Party Transactions , page 11
2. Refer to your disclosure that “over the past two years , a subset of the Board (from which
Howard Morgan and [Mr. Wise] have been excluded) has overseen and approved a
number of transactions  that we disagreed with …” Disclose whether  Mr. Wise and/or Mr.
Morgan approved the creation of a committee of the board and whether Mr. Wise and/or
Mr. Morgan voted against each related party transact ion described in this section.
3. We reissue prior comment 3 as it relates to the bullet point captioned “Issuance of New
6% Senior Convert ible Stock. ” Your response does not provide support  for the statement
that the “private placement was made without any input from or (prior notice to) ” Mr.
Wise or Mr. Gordon , that the issuance “constitutes a material impairment to Forward ’s
existing shareholders ” and that it was “intended only to dilute Forward ’s common
shareholders ’ economic and voting power. ”
4. We note your response to  prior  comment 3 as it related to the bullet point captioned New
dilutive issuance of convertible preferred stock. ” Disclose that the basis for your stated
beliefs  is the allegations made by Mr. McKenna in hi s lawsuit agai nst the company.

Michael J. Mies, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Dece mber 2 , 2014
Page 2

 5. We note your response to  prior  comment 5.  Please tell us whether Mr. Wise or Mr.
Morgan, as directors, have access to the lease agreement and related documentation
besides the publicly filed documents .

Proposal No. 2, page 15
6. We reissue prior comment 7.  Please disclose at the end of each proposal in the proxy
statement  how unmar ked proxy cards will be voted .++

Please direct any questions to me at (202) 551 -3619.  Please send all correspondence to us
at the following ZIP code: 20549 -3628.

        Sincerely,

        /s/ Daniel F. Duchovny
        Daniel F. Duchovny
        Special Counsel
        Office of Mergers and Acquisitions

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O   L   S   H   A   N

PARK AVENUE TOWER ● 65 EAST 55TH STREET ● NEW YORK, NEW YORK 10022

TELEPHONE: 212.451.2300 ● FACSIMILE: 212.451.2222

EMAIL:  RBERENBLAT@OLSHANLAW.COM

DIRECT DIAL:  212.451.2296

December 2, 2014

BY EDGAR, OVERNIGHT COURIER AND ELECTRONIC MAIL

Daniel F. Duchovny, Esq.

Special Counsel

Office of Mergers and Acquisitions

United States Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 3628

100 F Street, N.E.

Washington, D.C. 20549

Re:

Forward Industries, Inc.

Preliminary Proxy Statement

Filed November 20, 2014

File No. 001-34780

Dear Mr. Duchovny:

We acknowledge receipt of the comment letter of the Staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) dated November 26, 2014 (the “Staff Letter”) with regard to the above-referenced matter.  We have reviewed the Staff Letter with our client, Forward Industries, Inc. (“Forward” or the “Company”), and we provide the following responses on Forward’s behalf.  For ease of reference, the comments in the Staff Letter are reproduced in italicized form below.  Unless otherwise indicated, the page references below are to the marked version of the attached paper copy of the Preliminary Proxy Statement on Schedule 14A (the “Schedule 14A”) filed on the date hereof.  Capitalized terms used herein and not separately defined have the meanings given to them in the Schedule 14A.

Preliminary Proxy Statement

Costs of Solicitation

1.

We note that proxies may be solicited by mail, in person or by telephone.  Please be advised that all written soliciting materials, including any scripts to be used in soliciting proxies over the telephone or any e-mail correspondence and any information posted on the Internet must be filed under the cover of Schedule 14A.  Refer to Rule 14a-6(b) and (c).  Please confirm your understanding in your response letter.

O L S H A N   F R O M E   W O L O S K Y   L L P

WWW.OLSHANLAW.COM

December 2, 2014

Page 2

Forward confirms that all written soliciting materials, including any scripts to be used in soliciting proxies over the telephone or any e-mail correspondence and any information posted on the Internet must be filed under the cover of Schedule 14A.

Proposal One: Election of Directors

2.

Please provide the dates of employment for each of Mr. Garrett, Jr.’s jobs during the past five years.

Mr. Garrett’s biographical extract has been updated to disclose the start and end dates of each of his employment positions during the past five years.  See page 7 of the Schedule 14A.

3.

We note your disclosure in the last paragraph of page 6 that you may introduce substitute or additional nominees.  Please confirm for us that you will file an amended proxy statement that (1) identifies the substitute nominees, (2) discloses whether such nominees have consented to being named in the revised proxy statement and to serve if elected and (3) includes the disclosure required by Items 5(b) and 7 of Schedule 14A with respect to such nominees.

Forward confirms that to the extent it introduces substitute or additional nominees, it will file an amended Schedule 14A that (1) identifies the substitute nominees, (2) discloses whether such nominees have consented to being named in the revised Schedule 14A and to serve if elected and (3) includes the disclosure required by Items 5(b) and 7 of Schedule 14A with respect to such nominees.

Reasons for Voting FOR The Company Nominees

4.

Each statement or assertion of opinion or belief must be clearly characterized as such, and a reasonable factual basis must exist for each such opinion or belief.  Support for opinions or beliefs should be self-evident, disclosed in the proxy statement or provided to the staff on a supplemental basis.  We note the following examples that must be supported:

·

that you have “increased efficiencies throughout the company.”

Forward believes a reasonable factual basis exists for making this statement based on various cost-cutting initiatives taken by management, including transitioning from an in-house to a third-party sourcing operation.  As a result, during the period from FY2011 to FY2013, Forward reduced its sourcing costs by $0.5 million, or 29%, and improved gross margins by 4%, partially neutralizing the negative impact on margins the Company experienced due to competitive pricing pressures.  During this period, operating expenses were reduced by $1.5 million, or 21%, to $5.7 million from $7.2 million.  The disclosure has been revised to include these financial metrics in support of this statement.  See pages 8-9 of the Schedule 14A.

December 2, 2014

Page 3

·

that the company “has stabilized financially and strengthened its industry position.”

Forward believes a reasonable factual basis exists for making this statement based on its improved financial performance, including the return to profitability in FY2013 which is already disclosed in this section of the Schedule 14A, as well as the improved efficiencies discussed in the response in the prior paragraph.  In addition, during the period from FY2011 to FY2013, revenues increased by $8.1 million, or 35%, to $30.9 million from $22.8 million.  Forward also improved its operating results by $2.8 million, by generating a $0.7 million operating profit for FY2013 as compared to a $2.1 million operating loss in FY2011.  The disclosure has been revised to include these financial metrics in support of this statement.  See pages 8-9 of the Schedule 14A.

See Exhibit A for a Consolidated Statement of Operations and Comprehensive Loss for the Fiscal Years Ended September 30, 2013 and 2011 providing support for the foregoing financial metrics.

Potential Payments Upon Termination or Change in Control

5.

Please revise this section to define “change in control,” to clarify whether the election of the Wise Group’s nominees would constitute such a change in control under the agreements and quantify the payments due Mr. Garrett and Mr. McKenna, if any, following such a change in control.

The disclosure has been revised to include the definition of “change in control” under Mr. Garrett’s employment agreement, to clarify that the election of the Wise Group’s nominees would constitute a “change in control” under his agreement and to describe and quantify the payments that would be due to him under certain circumstances following such a “change in control” under his agreement.  See pages 20-21 of Schedule 14A.

As already disclosed in the Schedule 14A, Forward terminated the employment of Mr. McKenna on August 19, 2014.  Mr. McKenna’s employment agreement was terminated in connection therewith.  Therefore, Mr. McKenna is not entitled to any “change in control” payments.  Accordingly, Forward believes this comment is inapplicable as it relates to Mr. McKenna.

6.

On a related note, disclose whether the election of the Wise Group’s nominees would result in any other obligations of the company being due (i.e., debt acceleration, option vesting acceleration, other change of control payments).

The disclosure has been revised to state that the election of the Wise Group’s nominees could result in the redemption of the Company’s Convertible Preferred Stock.  Forward is not aware of any other obligations that would be triggered as a result of the election of the Wise Group’s nominees.  See page 24 of Schedule 14A.

December 2, 2014

Page 4

*     *     *     *     *

In connection with responding to the Staff’s comments, a certificate signed by Forward containing the three acknowledgments requested by the Staff is attached hereto.

The Staff is invited to contact the undersigned with any comments or questions it may have.  We would appreciate your prompt advice as to whether the Staff has any further comments.

Sincerely,

/s/ Ron S. Berenblat

Ron S. Berenblat

cc:

Robert Garrett, Jr., Forward Industries, Inc.

Robert H. Friedman, Olshan Frome Wolosky LLP

ACKNOWLEDGMENT

In connection with responding to the comments of the Staff of the Securities and Exchange Commission (“SEC”) relating to the preliminary proxy statement on Schedule 14A (the “Proxy Statement”) filed by Forward Industries, Inc. (“Forward”) on November 20, 2014, Forward acknowledges the following:

·

Forward is responsible for the adequacy and accuracy of the disclosure in the Proxy Statement.

·

The Staff’s comments or changes to disclosure in response to Staff comments in the Proxy Statement do not foreclose the SEC from taking any action with respect to the Proxy Statement.

·

Forward may not assert Staff comments as a defense in any proceeding initiated by the SEC or any person under the federal securities laws of the United States.

Forward Industries, Inc.

By:

/s/ Robert Garrett, Jr.

Name:

Robert Garrett, Jr.

Title:

Chief Executive Officer

Exhibit A

(FORWARD INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

  April 15, 2014

Via E -mail

Ron S. Berenblat , Esq.
Olshan Frome Wolosky LLP
Park Avenue Tower
65 East 55th Street
New York, NY  10022

Re:   Forward Industries, Inc.
Preliminary Proxy Statement
Filed November 20 , 2014
 File No. 001 -34780

Dear Mr . Berenblat :

We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may bett er understand your
disclosure.

Please respond to this letter by amending your filing, by providing the requested
information, or by advising us when you will p rovide the requested response.  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 filing and the information y ou provide in
response to these comments, we may have additional comments.

Preliminary Proxy Statement
Costs o f Solicitation, page 3
1. We note that proxies may be solicited  by mail, in person  or by telephone .  Please be
advised that all written soliciting materials, including any scripts to be used in soliciting
proxies over the telephone or any e -mail correspondence and any information posted on
the Internet must be filed under the cover of Schedule 14A.  Refer  to Rule 14a -6(b) and
(c).  Please confirm your understanding in your response letter.

Proposal One:  Election of Directors, page 5
2. Please provide the dates of employment for each of Mr. Garrett, Jr. ’s jobs during the past
five years.

Ron S. Berenblat , Esq.
Olshan Frome Wolosky LLP
November 26 , 2014
Page 2

 3. We note your disclosure i n the last paragraph of page 6 that you may introduce substitute
or additional nominees.  Please confirm for us that you will file an amended proxy
statement that (1) identifies the substitute nominees, (2) discloses whether such nominees
have consented to being named in the revised pro xy statement and to serve if elected and
(3) includes the disclosure required by Items 5(b) and 7 of Schedule 14A with respect to
such nominees.

Reasons for Voting FOR The Company Nominees, page 7
4. Each statement or assertion of opinion or belief must be clearly characterized as such,
and a reasonable factual basis must exist for each such opinion or belief. Support for
opinions or  beliefs should be self -evident, disclosed in the proxy statement or provided to
the staff on a supplemental basis.  We note the following examples that must be
supported:
 that you  have “increased effici encies throughout the company. ”
 that the company “has stabilized financially and streng thened its industry
position.”

Potential Payments Upon Termination or Change in Control, page 19
5. Please revise this section to define “change in control ,” to clarify whether the election of
the Wise Group ’s nominees would constitute such a change in control under the
agreements and quantify the payments due Mr. Garrett and Mr. McKenna, if any,
follo wing such a change in control.
6. On a related note, disclose whether the election of the Wise Group ’s nominees would
result in any other obligations of the company being due (i.e., debt acceleration, option
vesting acceleration, other change of control payme nts).

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filings to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.  Since the company is in possession of all
facts relating to the disclosure, it is responsible for the accuracy and adequacy of the disclosures
it has made.

 In responding to our comments, please provide a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure 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 th e filing; and

Ron S. Berenblat , Esq.
Olshan Frome Wolosky LLP
November 26 , 2014
Page 3

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

You may contact me at (202) 551 -3619 with any questions .  Please send  all
correspondence to us at the following ZIP code: 20549 -3628.

Sincerely,

/s/ Daniel F. Duchovny
Daniel F. Duchovny
Special Counsel
Office of Mergers and  Acquisitions

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

  November  21, 2014

Via E-Mail

Michael J. Mies , Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
525 University Avenue, Suite 1100
Palo Alto, CA  94301

Re:   Forward Industries, Inc.
Preliminary Proxy Statement  filed by Terence Bernard Wise,  Howard
    Morgan, Michael Luetkemeyer, Eric Freitag, Sangita Shah,   N. Scott Fine,
    and Darryl Keys
Filed November  14, 2014
 File No. 001 -34780

Dear Mr . Mies :

We have reviewed your filing and have the following comments. In some  of our
comments, we may ask you to provide us with information so we may bett er understand your
disclosure.

Please respond to this letter by amending your filing, by providing the requested
information, or by advising us when you will provide the request ed response. 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 filing and the information you provide in
respo nse to these comments, we may have additional comments.

Cover Letter
1. Please revise your proxy statement to provide consistent disclosure about the number of
individuals you are nominating as well as the number of seats on the company ’s board.
2. We note that the company ha s asserted you failed to comply with the company ’s bylaws in
submitting your nomination s and has filed a lawsuit seeking a declaratory judgment to that
effect.  Please disclose here, and highlight, this disagreement, the filing of the co urt action
by the company and the consequences of a court decision on your ability to solicit proxies
and on the votes being valid.
3. Each statement or assertion of opinion or belief must be clearly characterized as such, and
a reasonable factual basis must exist for each such opinion or belief. Support for opinions

Michael J. Mies , Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
November 21, 2014
Page 2

 or beliefs should be self -evident, disclosed in the proxy statement or provided to the staff
on a supplemental basis.  We note the following examples that must be supported:
 that there are “significant concerns over a number of highly -questionable r elated
party transactions and poorly conceived corporate strategies being pursued by the
Company that [you] believe have obstructed the realization of shareholder value. ”
 that the board “as currently co nstituted is not taking the proper action to unlock
this value for the benefit of all stockholders. ”
 your disclosure in each of the four bullet points under the heading “Related Party
Transactions ” on pages 11 -12.
4. Avoid issuing statements that directly or indirectly impugn the character, int egrity or
personal reputation or make charges of illegal, improper or immoral conduct without
factual foundation. Provide us with the factual support for these assertions. In this regard,
please note that the factual foundation offered must be reasonable. See Rule 14a -9. We
note the following statements:
 that it is your intent to “ensure that the best interests of stockholders are the first
and foremost consideration in all Board decisions and that the Board has
established appropriate gove rnance procedures determining and eva luating any
significant Board action. ”
 that the board “has been misusing Forward ’s resources and funds for its own
purposes, having failed to either provide or enact a strategic vision that enhances
stockholder value at Forward. ”

Reasons for the Solicita tion, page 11
5. Please refer to the third bullet point in this section. With a view toward revised disclosure,
please  tell us whether any other terms of the referenced lease changed along with the
rental charges. For example, was the space leased increased? Were there any  additional
amenities?

Proposal No. 1, page 1 3
6. Please disclose the business experience fo r Mr. Fine for the past five years.

Proposal No. 2, page 1 5
7. Please disclose for each proposal how unmar ked proxy cards will be voted  in the proxy
statement and in the proxy card .

Michael J. Mies , Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
November 21, 2014
Page 3

 Solicitation of Proxies, page 18
8. We note the multiple methods by which proxies will be solicited . Please be advised that
all written soliciting materials, including any scripts to be uses in soliciting proxies must
be filed under the cover of Schedule 14A on the date of first use. Please confirm your
understanding.

Additional Participant Information , page 18
9. We note your disclosure i n the last paragraph on page 20 that you may introduce substitute
or addit ional nominees.  Advise us, with a view towards revised disclosure, whether the
participants are required to identify or nominate such substitute nominees in order to
comply with any applicable company advance notice bylaw.  In addition, please confirm
for us that should the participants lawfully identify or nominate substitute nominees before
the meeting, the participants will file an amended proxy statement that (1) identifies the
substitute nominees, (2) discloses whether such nominees have consented to being named
in the revised proxy statement and to serve if elected and (3) includes the disclosure
required by Items 5(b) and 7 of Schedule 14A with respect to such nominees.

Incorporation by reference , page 21
10. We note that you refer security holders to the company’s proxy statement for certain
specified disclosure.  You are required to provide information that will be contained in the
company’s proxy sta tement for the annual meeting unless it is your intent to rely on
Exchange Act Rule 14a -5(c).  If you intend to rely on Rule 14a -5(c), please disclose that
fact.  Also, please be advised that we believe reliance on Rule 14a -5(c) before the
company distribu tes the information to security holders would be inappropriate.
Alternatively, if you determine to disseminate your proxy statement prior to the
distribution of the company’s proxy statement, you must undertake to provide the omitted
information to securi ty holders.  Please advise as to your intent in this regard.

Schedule II
11. Please update  this section from January 2014.

 We urge all persons who are responsible for the accuracy and adequac y of the disclosure
in the filings to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require. Since the participants are in possession of all
facts relating to the disclosure, t hey are responsible for the accuracy and adequacy of the
disclosures they have made.

Michael J. Mies , Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
November 21, 2014
Page 4

  In responding to our comments, please provide a written statement from each participant
acknowledging that:

 the participant is responsible for the adequacy and accuracy of the disclosure 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 participant may not assert staff comments as a defe nse in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.

Please direct any questions to me at (202) 551 -3619.  Please send all correspondence to us
at the following ZIP code: 20549 -3628.

        Sincerely,

        /s/ Daniel F. Duchovny
        Daniel F. Duchovny
        Special Counsel
        Office of Mergers and Acquisitions

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    cor08126016_07102014.htm

O   L   S   H   A   N

PARK AVENUE TOWER ● 65 EAST 55TH STREET ● NEW YORK, NEW YORK 10022

TELEPHONE: 212.451.2300 ● FACSIMILE: 212.451.2222

EMAIL:  AFINERMAN@OLSHANLAW.COM

DIRECT DIAL:  212.451.2289

July 10, 2014

BY EDGAR AND ELECTRONIC MAIL

Daniel F. Duchovny, Esq.

Special Counsel

Office of Mergers and Acquisitions

United States Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 3628

100 F Street, N.E.

Washington, D.C. 20549

Re:

Forward Industries, Inc.

Soliciting Materials filed pursuant to Rule 14a-12

Responses to June 27, 2014 Comment Letter

Filed July 1, 2014

File No. 001-34780

Dear Mr. Duchovny:

We acknowledge receipt of the comment letter of the Staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) dated July 2, 2014 (the “Staff Letter”) with regard to the above-referenced matter.  We have reviewed the Staff Letter with our client, Forward Industries, Inc. (“Forward” or the “Company”), and we provide the following responses on Forward’s behalf.  For ease of reference, the comments in the Staff Letter are reproduced in italicized form below.

1.

We disagree with your analysis as it relates to the first, second and fourth bullet points in comment 1 of our June 27, 2014 comment letter and we reissue the comment.

While Forward respectfully disagrees with the Staff’s comment, it will disclose the fiduciary duties with which any such nominees will need to comply when referring to any control gained by Mr. Wise.

*     *     *     *     *

The Staff is invited to contact the undersigned with any comments or questions it may have.  We would appreciate your prompt advice as to whether the Staff has any further comments.

Sincerely,

/s/ Adam W. Finerman

Adam W. Finerman

cc:

Robert Garrett, Jr., Forward Industries, Inc.

Ron S. Berenblat, Olshan Frome Wolosky LLP

O L S H A N   F R O M E   W O L O S K Y   L L P

WWW.OLSHANLAW.COM

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

  July 2, 2014

Via E -mail

Adam W. Finerman , Esq.
Olshan Frome Wolosky LLP
Park Avenue Tower
65 East 55th Street
New York, NY  10022

Re:   Forward Industries, Inc.
Soliciting Materials filed pursuant to Rule 14a -12
Responses to June 27, 2014 comment letter
Filed July 1, 2014
 File No. 001 -34780

Dear Mr . Finerman :

We have reviewed your filing and have the following comments.
1. We disagree with your analysis as it relates to the first, second and fourth bullet points in
comment 1 of our June 27, 2014 comment letter and we reissue the comment .

You may contact me at (202) 551 -3619 with any questions .  Please send all
correspondence to us at the following ZIP code: 20549 -3628.

Sincerely,

/s/ Daniel F. Duchovny
Daniel F. Duchovny
Special Counsel
Office of Mergers and  Acquisitions

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O   L   S   H   A   N

PARK AVENUE TOWER ● 65 EAST 55TH STREET ● NEW YORK, NEW YORK 10022

TELEPHONE: 212.451.2300 ● FACSIMILE: 212.451.2222

EMAIL:  AFINERMAN@OLSHANLAW.COM

DIRECT DIAL:  212.451.2289

July 1, 2014

BY EDGAR AND ELECTRONIC MAIL

Daniel F. Duchovny, Esq.

Special Counsel

Office of Mergers and Acquisitions

United States Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 3628

100 F Street, N.E.

Washington, D.C. 20549

Re:

Forward Industries, Inc.

Soliciting Materials filed pursuant to Rule 14a-12

Responses to June 17, 2014 Comment Letter

Filed June 24, 2014

File No. 001-34780

Dear Mr. Duchovny:

We acknowledge receipt of the comment letter of the Staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) dated June 27, 2014 (the “Staff Letter”) with regard to the above-referenced matter.  We have reviewed the Staff Letter with our client, Forward Industries, Inc. (“Forward” or the “Company”), and we provide the following responses on Forward’s behalf.  For ease of reference, the comments in the Staff Letter are reproduced in italicized form below.

1.

We reissue prior comment 1 as it relates to the following:

·

with respect to the statement referenced in our first bullet point, please ensure that you disclose, when referring to any control gained by Mr. Wise, the fiduciary duties with which any directors have to comply and not simply imply or state that Mr. Wise’s nominees will act as he directs them to act.

The Staff is advised that shortly after the filing of Forward’s response to the initial comment letter, Mr. Wise submitted a second nomination letter notifying the Company of his intent to nominate three additional individuals for election to the Board of Directors of the Company at the 2014 Annual Meeting of Shareholders (“Annual Meeting”).  Accordingly, instead of seeking to elect a majority-slate, Mr. Wise is now seeking to replace the entire Board with himself and his designees.  Forward believes this pattern of events clarifies and supports its view, discussed in further detail in the initial response letter, that Mr. Wise is seeking control of the Company.   In addition, given the escalation of Mr. Wise’s campaign and his seeking control of the full Board, Forward believes it is reasonable for it to imply that Mr. Wise’s nominees may act as he directs them to act.  Mr. Wise is free to rebut this implication in his communications to shareholders, and in doing so Forward believes it would be more appropriate for him to direct shareholders that his nominees will be subject to fiduciary duties if elected at the Annual Meeting.

O L S H A N   F R O M E   W O L O S K Y   L L P

WWW.OLSHANLAW.COM

July 1, 2014

Page 2

·

similarly, with respect to the statement referenced in our second bullet point, clarify that any changes to the related party arrangement the company has with Mr. Wise will be subject to the company’s board determination, taken in compliance with the board’s fiduciary duties.

The sourcing agreement with Mr. Wise is Forward’s largest, most important agreement in terms of operational significance and dollar amount.  As discussed in the initial response letter, Mr. Wise has a tremendous personal monetary interest in this related-party arrangement and he nominated a slate of directors shortly after he was unsuccessful in more than doubling his fee in the contract renewal negotiations.  In light of the foregoing and the recent escalation of Mr. Wise’s campaign to replace the entire Board instead of just a majority, Forward believes it is reasonable for it to state that Mr. Wise may intend to perpetuate, protect and increase this related-party arrangement.  Mr. Wise is free to rebut this assertion in his communications to shareholders, and in doing so Forward believes it would be more appropriate for him to direct shareholders that his nominees will be subject to fiduciary duties when making any decisions with respect to the related-party arrangement.

·

confirm that any future reference to Mr. Johnson’s acclaim and history of creating value will be accompanied by context, including the fact that his “acclaim” dates back several years (in this respect, we note that one of your supporting documents is from 2001) and a clarification of whether Mr. Johnson acted alone in each instance (i.e., was he the only director at 1-800-Contacts? Was he the only individual who conducted operations and made trading decisions at his fund?).

Forward acknowledges the Staff’s comment and confirms that it will provide appropriate context when making similar statements in the future.

·

with respect to your statement that Mr. Wise is attempting to “seize and control this value for himself while the shareholders receive nothing,” it remains unclear what authority Mr. Wise would gain, through board membership, to control any company value for himself and what value you are referring to: if the company is not sold, would Mr. Wise or any other shareholder be entitled to any control value?

As discussed in the responses under the first two bullets above and in the initial response letter, Forward believes it is reasonable for it to imply, particularly now that Mr. Wise has nominated a full slate of nominees, that Mr. Wise is seeking greater control of the Company.  In light of Mr. Wise’s affiliate being a party to the sourcing agreement and his history of seeking to more than double the amounts paid by Forward to his affiliate, Forward believes it is reasonable to consider that if Mr. Wise’s nominees are elected, he may again seek significant increases in the sourcing fee which would benefit him personally to the detriment of all shareholders.  Forward believes the escalation of Mr. Wise’s campaign to replace the entire Board instead of just a majority further clarifies and supports this belief.

*     *     *     *     *

The Staff is invited to contact the undersigned with any comments or questions it may have.  We would appreciate your prompt advice as to whether the Staff has any further comments.

Sincerely,

/s/ Adam W. Finerman

Adam W. Finerman

cc:

Robert Garrett, Jr., Forward Industries, Inc.

Ron S. Berenblat, Olshan Frome Wolosky LLP

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

  June 27, 2014

Via E -mail

Adam W. Finerman , Esq.
Olshan Frome Wolosky LLP
Park Avenue Tower
65 East 55th Street
New York, NY  10022

Re:   Forward Industries, Inc.
Soliciting Materials filed pursuant to Rule 14a -12
Responses to June 17, 2014 comment letter
Filed June 24, 2014
 File No. 001 -34780

Dear Mr . Finerman :

We have reviewed your filing and have the following comments.
1. We reissue prior comment 1 as it relates to the following:
 with respect to the statement referenced in our first bullet point, please ensure that
you disclose, when referring to any control gained by Mr. Wise, the fid uciary duties
with which any directors have to comply and not simply imply or state that Mr.
Wise ’s nominees will act as he  directs them to act .
 similarly,  with respect to the statement referenced in our sec ond bullet point, clarify
that any changes to the related party arrangement the company has with Mr. Wise
will be subject to the company ’s board determination, taken in comp liance with the
board ’s fiduciary duties .
 confirm that any future reference to Mr. Johnson’s acclaim and history of creating
value  will be accompanied by context, including the fact that his “acclaim ” dates
back several years  (in this respect, we note that one of your supporting documents  is
from 2001) and a clarification of whether Mr.  Johnson acted alone in each instance
(i.e., was he the only director at 1 -800-Contacts? Was he the only individual who
conducted operations and made  trading decisions at his fund?) .
 with res pect to your statement that Mr. Wise  is attempting to “seize and control this
value for himself  while the shareholder s receive nothing, ” it remains unclear what
authority Mr. Wise would gain, through board membership, to control any company

Adam W. Finerman, Esq.
Olshan Frome Wolosky LLP
June 27, 2014
Page 2

 value for himself  and what value you are referring to: if the company is not sold,
would Mr. Wise or any other shareholder be entitled to any control value?

You may contact me at (202) 551 -3619 with any questions .  Please send all
correspondence to us at the following ZIP code: 20549 -3628.

Sincerely,

/s/ Daniel F. Duchovny
Daniel F. Duchovny
Special Counsel
Office of Mergers and  Acquisitions

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

  June 17, 2014

Via E -mail

Adam W. Finerman , Esq.
Olshan F rome Wolosky LLP
Park Avenue Tower
65 East 55th Street
New York, NY  10022

Re:   Forward Industries, Inc.
Soliciting Materials filed pursuant to Rule 14a -12
Filed June 13 , 2014
 File No. 001 -34780

Dear Mr . Finerman :

We have reviewed your filing  and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may bett er understand your
disclosure.

Please respond to this letter by amending your filing , by providing the requested
information, or by ad vising us when you will provide the requested response.  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 fil ing and the information you provide in
response to these comments, we may have additional comments.

Soliciting Materials Filed June 13 , 2014
1. Each statement or assertion of opinion or belief must be clearly characterized as such,
and a reasonable fact ual basis must exist for each such opinion or belief.  Support for
opinions or beliefs should be self -evident, disclosed in the proxy statement or provided to
the staff on a supplemental basis.  Please provide us the support for the following :
 your statement that Mr. Wise intends to “gain ‘creeping control ’ of [the] Company
without paying a premium. ”
 your statement that Mr. Wise intends to “perpetuate and enhance the cash flows from
his multi -million dollar related party arrangement, which he fears the Board may
terminate .”

Adam W. Finerman , Esq.
Olshan F rome Wolosky LLP
June 17 , 2014
Page 2

  your description of Mr. Johnson ’s acclaim  and history of creati ng value .
 your statement  that Mr. Wise has a “play for control ” and i s attempting to “seize and
control this value for himself  while the shareholder receive nothing. ”
2. Please note that the participant information required by Rule 14a -12(a)(1)(i) should be
filed pursuant to the rule in connection with the current solicitation.  The rule
contemplates that the information be provided in a previously filed communication
related to the current solicitation or a separate statement filed as Rule 14a -12 material.
See Section II.C.1.b of SEC Release No. 33 -7760.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filings to be certain that the filing includes the information the Securities Exch ange Act of
1934 and all applicable Exchange Act rules require.  Since the participants are in possession of
all facts relating to the disclosure, they are responsible for the accuracy and adequacy of the
disclosures they have made.

 In responding to our comments, please provide a written statement from each participant
acknowledging that:

 the participant is responsible for the adequacy and accuracy of the disclosure 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 participant may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact me at (202) 551 -3619 with any questions .  Please send all
correspondence to us at the following ZIP code: 20549 -3628.

Sincerely,

/s/ Daniel F. Duchovny
Daniel F. Duchovny
Special Counsel
Office of Mergers and  Acquisitions

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

                                                           May 21, 2013

Via E -mail
Mr. James O. McKenna
Chief Financial Officer
Forward Industries, Inc.
477 Rosemary Avenue, Suite 217-219
West Palm Beach, Florida 33410

RE: Forward Industries, Inc.
Form 10 -K for the Year Ended September 30, 2012
Filed December 20, 2012
File No. 1 -34780

Dear Mr. McKenna:

We have comp leted our review of your filing .  We remind you that our comments  or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with resp ect to the company or 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
federal securities laws of the United States.  We urge all persons who are responsible for the
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 rules require.

  Sincerely,

/s/ Rufus Decker

        Rufus Decker
       Accounting Branch Chief

CORRESP
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Correspondence

FORWARD INDUSTRIES INC.

477 Rosemary Avenue, Suite 217-219

West Palm beach, Florida 33410

May 15, 2013

VIA EDGAR, FACSIMILE AND ELECTRONIC MAIL

Rufus Decker

Accountings Branch Chief

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:       Forward Industries, Inc.

Form 10-K for the Year Ended September 30, 2012

Filed December 20, 2012

Form 10-K/A for the Year Ended September 30, 2012

Filed March 7, 2013

Form 10-K/A for the Year Ended September 30, 2012

Filed April 19, 2013

Response dated April 19, 2013

File No. 1-34780

Dear Mr. Decker:

This letter responds to the comments of the Staff of the
Securities and Exchange Commission (the “Staff”) set forth in the letter dated May
1, 2013, from Mr. Rufus Decker to Mr. James O. McKenna of Forward Industries,
Inc. (the “Company”).  For your convenience, we have set forth below each of
the Staff’s comments in italicized text in the same numbered order in which
they appear in your letter.  The Company’s response to each Staff comment
follows immediately after the text of the corresponding comment.  References to
page numbers in our responses are references to the page numbers in the
applicable periodic report.

Form 10-K for the Year Ended September 30, 2012

Product Supply, page 8

1.         We note your response to comment two of our letter
dated April 8, 2013. To the extent that you continue to enter into commercial
purchase transactions directly with your suppliers (including the supplier that
accounted for approximately 54% and 58% of your OEM product purchases in fiscal
years 2012 and 2011), as opposed to Forward Industries Asia Pacific Corporation
acting as your exclusive buying agent, in future filings you should disclose
the names of such suppliers to the extent material to an understanding of your
business. Refer to Item 101(h)(4)(v) of Regulation S-K. The materiality
analysis should not hinge on the size of these suppliers and whether or not you
believe they are unknown to United States’ investors, but rather on how
materially the loss of these suppliers may affect your business. In this
regard, we note your response to comment two in your letter dated March 25,
2013.

As discussed with Era Anagosti on May 6, 2013, all aspects of Forward’s
OEM product purchases are handled by Forward Industries Asia Pacific
Corporation (“FIAP”) pursuant to the Buying Agency and Supply Agreement,
including identification of and negotiation with respective factories,
sourcing, quality assurance and logistical services for the Company’s products
in the Asia Pacific region. Forward will clarify in future Form 10-K filings
that substantially all products supplied are provided through FIAP.

Form 10-K/A for the Year Ended September 30, 2012

Executive Compensation, page 5

Summary Compensation Table

2.         We note your response to comment five of our letter
dated April 8, 2013. Since the amendment to the employment agreement appears to
affect Mr. McKenna’s fiscal year 2013 compensation, it is unclear why you have
disclosed a portion of his relocation bonus as earned in fiscal year 2012. In
this regard we note that (i) the amendment to Mr. McKenna’s employment
agreement was effective on October 26, 2012, following the end of fiscal year
2012, (ii) his salary reduction took effect on November 1, 2012 and that his
relocation bonus was given in “recognition of [Mr. McKenna]’s reduction in
salary and relocation” and that (iii) this bonus would be used to offset future
bonuses Mr. McKenna may earn between the date of the amendment and September
2014 [emphasis added] (refer to Section 7 of the amendment). These provisions
appear to demonstrate that the relocation bonus did not represent compensation
earned in fiscal year 2012. Furthermore, based on your “Properties” disclosure
on page 14 of your annual report, it appears that the executive offices were
relocated in September 2012. Considering that the total bonus amount was to be
fully paid within 10 days of the execution of the amendment, it appears that
the full bonus amount should be disclosed as earned and paid in fiscal year
2013. Please revise your Summary Compensation Table in future filings
accordingly and also include brief narrative disclosure, or cross reference the
section of the filing, describing the material factors necessary to an
understanding of the information disclosed in the table, such as the reasons
for the relocation bonus awarded to Mr. McKenna. See Item 402(o) of Regulation
S-K.

During the fourth quarter of fiscal 2012, Mr. McKenna was responsible
for the logistical coordination, planning and implementation of the move of the
Company’s corporate offices from California to Florida, including numerous
trips back and forth between Florida and California. Although the Employment
Agreement Amendment was effective October 26, 2012, the Company’s intent was
for one-half of the bonus to be attributable to Mr. McKenna’s services in
fiscal 2012.  For this reason, Section 7 of the Amendment to Mr. McKenna’s
employment agreement provides that only one-half of the bonus will be applied against
future bonuses because half is attributable to the fiscal year ended September
30, 2012.  Accordingly, the Company believes that the disclosure of the bonus
in the summary compensation table is accurate.  In future filings the Company
will include a brief narrative disclosure, or cross reference the relevant
section of the filing, to describe the material factors necessary to an
understanding of the information disclosed in the summary compensation table.

*  *  *

The Company acknowledges that:

	the company is responsible for
the adequacy and accuracy of the disclosure in the filings;

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

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

Please direct any comments or
questions regarding this filing to me at (561) 456-0030.

Sincerely,

James O. McKenna

Chief Financial Officer

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

                                                          May 1 , 2013

Via E -mail
Mr. James O. McKenna
Chief  Financial Officer
Forward Industries, Inc.
477 Rosemary Avenue , Suite 217 -219
West Palm Beach , Florida 33410

RE: Forward Industries, Inc.
Form 10 -K for the  Year Ended September 30 , 2012
Filed December 20 , 2012
Form 10 -K/A for the Year Ended September 30, 2012
Filed March 7, 2013
Form 10 -K/A for the Year Ended September 30, 2012
Filed April 19, 2013
Response dated April 19 , 2013
File No. 1 -34780

Dear Mr. McKenna :

We have reviewed your response letter dated April 19 , 2013  and have the following
comments.  In some of our comments, we may ask you to provide us with information so w e
may better understand your disclosure.

Please respond to this letter within ten busines s days by providing the requested
information, or by advising us when you will provide the requested response.   If you do not
believe our comments apply to your fact s and circumstances , please tell us why in your response.

After reviewing the information you provide in response to these comments , we may
have  additional comments.

Form 10 -K for the Year Ended September 30, 2012

Product Supply, page 8

1. We note your response to comment two of our letter dated April 8, 2013.  To the extent that
you continue to enter into commercial purchase transactions directly with your suppliers
(including the supplier that accounted for approximately 54% and 58% of your OEM pr oduct
purchases in fiscal years 2012 and 2011), as opposed to Forward Industries Asia Pacific
Corporation acting as your exclusive buying agent, in future filings you should disclose the
names of such suppliers to the extent material to an understanding of  your business.  Refer to

Mr. James O. McKenna
Forward Industries, Inc.
May 1 , 2013
Page 2

 Item 101(h)(4)(v) of Regulation S -K.  The materiality analysis should not hinge on the size
of these suppliers and whether or not you believe they are unknown to United States’
investors, but rather on how materially the loss of t hese suppliers may affect your business.
In this regard, we note your response to comment two in your letter dated March 25, 2013.

Form 10 -K/A for the Year Ended September 30, 2012

Executive Compensation, page 5

Summary Compensation Table , page 5

2. We note your response to comment five of our letter dated April 8, 2013.  Since the
amendment to the employment agreement appears to affect Mr. McKenna’s fiscal year 2013
compensation, it is unclear why you have disclosed a portion of his relocation bonus as
earned in fiscal year 2012.  In this regard we note that (i) the amendment to Mr. McKenna’s
employment agreement was effective on October 26, 2012, following the end of fiscal year
2012, (ii) his salary reduction took effect on November 1, 2012 and that h is relocation bonus
was given in “recognition of [Mr. McKenna]’s reduction in salary and relocation” and that
(iii) this bonus would be used to offset future  bonuses Mr. McKenna may earn between the
date of the amendment and September 2014 [emphasis added]  (refer to Section 7 of the
amendment).  These provisions appear to demonstrate that the relocation bonus did not
represent compensation earned in fiscal year 2012.  Furthermore, based on your “Properties”
disclosure on page 14 of your annual report, it ap pears that the executive offices were
relocated in September 2012.  Considering that the total bonus amount was to be fully paid
within 10 days of the execution of the amendment, it appears that the full bonus amount
should be disclosed as earned and paid in fiscal year 2013.  Please revise your Summary
Compensation Table in future filings accordingly and also include brief narrative disclosure,
or cross reference the section of the filing, describing the material factors necessary to an
understanding of th e information disclosed in the table, such as the reasons for the relocation
bonus awarded to Mr. McKenna.  See Item 402(o) of Regulation S -K.

  You may contact Erin Jaskot , Staff Attorney  at (202) 551 -3442  or Era Anagnosti, Staff
Attorney at (202) 551 -3369, if you have any q uestions .

       Sincerely,

/s/ Rufus Decker

        Rufus Decker
       Accounting Branch Chief

CORRESP
1
filename1.htm

Correspondence

FORWARD INDUSTRIES INC.

477 Rosemary Avenue, Suite 217-219

West Palm beach, Florida 33410

April 19, 2013

VIA EDGAR, FACSIMILE AND ELECTRONIC MAIL

Rufus Decker

Accountings Branch Chief

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:       Forward Industries, Inc.

Form 10-K for the Year Ended September 30, 2012

Filed December 20, 2012

Form 10-K/A for the Year Ended September 30, 2012

Filed March 7, 2013

Response dated March 25, 2013

File No. 1-34780

Dear Mr. Decker:

This letter responds to the comments of the Staff of the
Securities and Exchange Commission (the “Staff”) set forth in the letter dated
April 8, 2013, from Mr. Rufus Decker to Mr. James O. McKenna of Forward
Industries, Inc. (the “Company”).  For your convenience, we have set forth
below each of the Staff’s comments in italicized text in the same numbered
order in which they appear in your letter.  The Company’s response to each
Staff comment follows immediately after the text of the corresponding comment.
References to page numbers in our responses are references to the page numbers
in the applicable periodic report.

Form 10-K for the Year Ended September 30, 2012 General

1.         We note that on March 7, 2013 you filed an amendment
to your Form 10-K for the fiscal year ended September 30, 2012; however, you
did not include the certifications of your principal executive officer and
principal financial officer required by Rules 13a-14(a) and 15d-14(a) of the
Exchange Act.  Please re-file the amendment to your Form 10-K, to include also
such certifications.  Given the nature of the reasons for the amendment,
paragraphs 3, 4 and 5 may be omitted from the certifications that are filed
with the amendment.  For guidance, please see Question 161.01 of the Compliance
and Disclosure Interpretations for Exchange Act Rules.

April 19, 2013

Page 2

We respectfully acknowledge the Staff’s comment regarding
the certifications of the principal executive officer and principal financial
officer required by Rules 13a-14(a) and 15d-14(a) of the Exchange Act. We have
re-filed the amendment to the Form 10-K to include such certifications with
paragraphs 3, 4 and 5 omitted.

Product Supply, page 8

2.         We note your response to comment two in our letter
dated March 1, 2013.  In addition we also note your disclosure that Forward
Industries Asia-Pacific Corporation, a related party, acts as your exclusive
buying agent and supplier of your products in accordance with the terms of the
March 12, 2012 Buying Agency and Supply Agreement (Exhibit 10.9 to your annual
report).  Please confirm that the procurement of all of your products from the
Chinese suppliers, including the one supplier which accounted for approximately
54% and 58% of your OEM product purchases in fiscal years 2012 and 2011, is
done by Forward Industries Asia-Pacific as your exclusive agent and supplier
responsible for sourcing, manufacturing and exportation of your products in the
Asia Pacific Region.  We may have additional comments following review of your
response.

We respectfully acknowledge the Staff’s comment with respect to the
buying agent and supplier of our products. We confirm that since March 12,
2012, the date the Company entered into the Buying Agency and Supply Agreement
(the “Agency Agreement”), Forward Industries Asia-Pacific Corporation (f/k/a
Seaton Global Corporation) has acted as the Company’s exclusive agent
responsible for performing sourcing, quality assurance and logistical services
for the Company’s products in the Asia Pacific Region. Prior to its entry into
the Agency Agreement, the Company, through a dedicated wholly-owned subsidiary,
conducted these activities. Under both of these arrangements, the Company,
through other wholly-owned subsidiaries, purchased and continues to enter into
commercial purchase transactions directly with its suppliers. The terms of the
Agency Agreement provide for Forward Industries Asia Pacific Corporation to
enter into commercial purchase transactions directly with the Company’s
suppliers and then enter into corresponding commercial sale transactions with
the Company; however, the Company and Forward Asia Pacific Corporation have not
yet implemented this, although the Company anticipates doing so shortly.

Exhibit 10.9 – Buying Agency and Supply Agreement

3.         In future filings, please ensure that you identify
this agreement and not Exhibit 10.8 (Memorandum of Understanding) as having
portions omitted pursuant to a confidential treatment filed with the
Commission.

We respectfully acknowledge the Staff’s comment with respect
to Exhibits 10.8 and 10.9, the Memorandum of Understanding and the Agency
Agreement, respectively.  We note that we have previously requested
confidential treatment for both Exhibits 10.8 and 10.9, and in future filings
will also identify the Agency Agreement as having portions omitted pursuant to
a confidential treatment request filed with the Commission. The exhibit list in
the current filing has been updated to reflect this correction.

April 19, 2013

Page 3

Form 10-K/A for the Year Ended September 30, 2012

Directors and Executive Officers of the Company, page 1

4.         Please tell us and in future filings disclose the
period(s) during which Messrs. Morgan and Wise have served as directors of the
company.  Refer to Item 401(a) of Regulation S-K.

We respectfully acknowledge the Staff’s comment regarding
the period of time Messrs. Morgan and Wise have served as directors of the
Company.  In future filings we will disclose that Messrs. Morgan and Wise have
served as directors of the Company since February 2012.

Executive Compensation, page 5

Summary Compensation Table

5.         In the “Narrative Disclosure to the Summary
Compensation Table” on page 6 you disclose that for fiscal year 2011 the
compensation committee determined that no performance or discretionary bonuses
were earned by Messrs. Johnson and McKenna; however, your disclosure is silent
with respect to the 2012 compensation.  Since McKenna appears to have received
an $86,228 bonus in fiscal year 2012, supplementally please provide us with a
brief narrative disclosure of compensation committee’s decision making process
in granting this award.  We also note that prior to Mr. McKenna’s amendment of
its employment agreement in November 8, 2012, his bonus was determined upon
achievement of certain financial targets set by the compensation committee.

We respectfully acknowledge the Staff’s comment. As
disclosed in the Employment Agreements section on page 8, the Compensation
Committee of the Company approved an amendment to Mr. McKenna’s Employment
Agreement, pursuant to which Mr. McKenna was entitled to receive a bonus in
connection with his relocation from California to Florida at the Company’s
request pursuant to the move of the Company’s executive offices to West Palm
Beach, Florida from Santa Monica, California. As disclosed, the Amendment
provided for a bonus payment to Mr. McKenna in the amount of $172,456, less
applicable withholdings and deductions, all subject to the provisions provided
in the amendment to the Employment Agreement, including that up to one-half of
such bonus payment may be applied to reduce future bonuses due to Mr. McKenna,
if any, on or prior to September 2014. Half of the $172,456, or $86,228, is
reflected in the summary compensation table as earned in 2012. The other half
will be reflected in the summary compensation table for future periods.

April 19, 2013

Page 4

6.         Based on your footnote (4) disclosure, it appears
that you have only disclosed the 160,000 option grants received by Mr. Garrett
for his consulting services, which ended on February 20 12.  Considering that
he also received a 140,000 option grant following his appointment as Chief
Executive Officer of the Company on March 1, 2012, it appears that this later
grant should have also been included in the summary compensation table pursuant
to the requirements of Item 402(n)(2)(vi) of Regulation S-K.  Please advise, or
otherwise supplementally provide us with a revised summary compensation table
to include the 140,000 option grant, and reflect the necessary changes in your
future filings.

We respectfully acknowledge the Staff’s comment with
respect to the summary compensation table and confirm that the option award
amount for Mr. Garrett includes the grant of 140,000 options. We have provided the
table on a supplemental basis, attached hereto as Exhibit A, with a revised Footnote
4 to clarify that the grant of the 140,000 options is included. We propose to
amend the summary compensation table in future filings.

Potential Payments Upon Termination or a Change in
Control, page 9

7.         Refer to the tabular presentation on page 10.  Since
disclosure of potential payments upon termination assumes that such terminating
event has occurred on September 30, 2012, Mr. McKenna’s payment should have
reflected his $225,000 salary prior to it being reduced to $210,000 pursuant to
the November 8, 2012 amended employment agreement.  In addition, please confirm
that as of September 30, 2012, Mr. Garrett would have received no severance
payments if he were terminated without cause or if he terminated his employment
for good reason (unrelated to a change in control) during the first year of his
employment.  Please note that Item 402(q)(2) does not require quantitative
disclosure of such payments; however, to the extent that you determine to
include them in future filings, they should accurately reflect the contractual
provisions of these named executive officers’ employment agreements at the
fiscal year for which disclosure is being made.  Please revise your future
filings accordingly.

We respectfully acknowledge the Staff’s comment regarding
potential payments upon termination.  The reference to Mr. McKenna’s payment
will be revised in future filings as noted.  Pursuant to Mr. Garrett’s
Employment Agreement, Mr. Garrett would have received payments equal to six (6) months of his annual base salary of $250,000
(totaling $125,000), if he were terminated without cause by the Company,
or if he terminated his employment for good reason (unrelated to a change in control),
in each case as of September 30, 2012. In addition, Mr. Garrett would have been
entitled to receive a pro rata portion of the $50,000 bonus payment for his
first year (approximately $29,167 as of September 30, 2012), insurance
benefits, and the immediate and full vesting of all options not yet vested. We
propose to revise the potential payments in the termination table accordingly
in future filings.

*  *  *

The Company acknowledges that:

	the company is responsible for
the adequacy and accuracy of the disclosure in the filings;

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

April 19, 2013

Page 5

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

Please direct any comments or
questions regarding this filing to me at (561) 456-0030.

Sincerely,

James O. McKenna

Chief Financial Officer

EXHIBIT A

Item 11.          Executive Compensation

Summary Compensation Table

The following table sets forth
certain summary information for the fiscal years ended September 30, 2012 and
2011, showing all compensation paid or earned for services rendered in all
capacities for those years of service by (i) each person who served as our
principal executive officer at any time during those periods, and (ii) our
Chief Financial Officer, who was the only other executive officer whose total
compensation exceeded $100,000 during such periods.

  SUMMARY COMPENSATION TABLE

  Name and Principal Position

  Fiscal

  Year

  Salary

  ($)

  Bonus

  ($)

  Option

  Awards

  (3)

  All Other

  Compensation

	($) (5)

  Total

  ($)

  Robert Garrett Jr. (1)

  Chief Executive Officer

  2012

  2011

  145,833

  --

  38,334

  --

  298,330 (4)

  --

  155,390

  --

  637,887

            --

  James O. McKenna

  Chief
  Financial Officer

  2012

  2011

  225,000

  200,000

  86,228

  175,000

  --

  221,300

  101,528

  67,838

  412,756

  664,138

  Brett M. Johnson (2)

  Chief
  Executive Officer

  2012

  2011

  229,167

  250,000

  --

  --

  --

  434,000

  261,292

  23,438

  490,458

  707,438

		(1)

Mr. Robert Garrett, Jr. has been the sole Chief Executive Officer
of the Company since August 31, 2012 and served as Co-Chief Executive Officer
from April 2012 through August 30, 2012. Mr. Garrett was not a principal
executive officer prior to April 2012.

		(2)

Mr. Brett Johnson was appointed Chief Executive Officer August
10, 2010. Effective March 1, 2012, Mr. Brett Johnson became Co-Chief Executive
Officer. The Company and Mr. Johnson opted not to renew Mr. Johnson’s
employment contract and his employment ended on August 31, 2012.

		(3)

The amount shown under “Options Awards” represents the aggregate
grant date fair value of the awards in each year shown in the Table computed in
accordance with Financial Accounting Standards Board (“FASB”) Accounting
Standards Codification (“ASC”) Topic 718.  See Note 7 to the Financial
Statements included in the Original Form 10-K for a description of the
assumptions used in valuing awards of stock options and restricted stock
grants.

		(4)
		Mr. Garrett served as a consultant to the
		Company pursuant to a consulting agreement as of October 1, 2011 (the
		“Consulting Agreement”).  Under the Consulting Agreement, Mr.
		Garrett was awarded options to purchase up to 160,000 shares of common
		stock of the Company at an exercise price of $2.05, the closing fair
		market value on November 3, 2011, the grant date. Such options have a
		three year term and vest in six equal installments beginning November
		15, 2011 and then on the last day of each month commencing November 30,
		2011 through March 31, 2012, subject to RGJR Capital Partners LLC’s and Mr.
Garrett’s continued involvement with the Company.  Under the Consulting
Agreement, the Company paid RGJR a monthly fee of $30,000. The Consulting
Agreement terminated effected February 29, 2012. In addition, Mr. Garrett was
awarded options to purchase 100,000 shares of Common Stock of the Company at an
exercise price of $3, and 40,000 shares of Common Stock at an exercise price of
$3.77 following his appointment of Chief Executive Officer of the Company. The
determination of grant-date fair value is estimated using the Black-Scholes
option-pricing model.

		(5)
		The following table sets forth the
		components of All Other Compensation except as otherwise noted.

  ALL OTHER COMPENSATION

  Name

  Fiscal

  Year

  Auto ($)

  Company

  Contributions

  to Retirement &

  401(K) Plans ($)

  Housing

  Allowance ($)

  Other ($)

  Total ($)

  Robert Garrett Jr.

  2012

  5,390

  --

  --

  150,000(1)

  155,390

  James O. McKenna

  2012

  2011

  3,653

  7,778

  7,875

  15,060

  90,000

  45,000

  --

  101,528

  67,838

  Brett M. Johnson

  2012

  2011

  709

  10,067

  9,043

  13,371

  --

  --

  251,540(2)

  261,292

  23,438

		(1)
		Represents amounts paid to Mr. Garrett
		pursuant to the Consulting Agreement prior to his appointment as
		Co-Chief Executive Officer.

		(2)
		Represents severance amounts due pursuant
		to Mr. Johnson’s employment agreement following the end of Mr. Johnson’s
		employment on August 31, 2012.

No non-equity incentive
compensation was paid to any of the Named Executive Officers in Fiscal 2012
(excluding the signing bonus of $9,167 paid to Mr. Garrett), or the fiscal year
ended September 30, 2011 because financial targets established by the
Compensation Co

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

                                                          April 8 , 2013

Via E -mail
Mr. James O. McKenna
Chief  Financial Officer
Forward Industries, Inc.
477 Rosemary Avenue , Suite 217-219
West Palm Beach , Florida 33410

RE: Forward Industries, Inc.
Form 10 -K for the  Year Ended September 30 , 2012
Filed December 20 , 2012
Form 10 -K/A for the Year Ended September 30, 2012
Filed March 7, 2013
Response dated March 25 , 2013
File No. 1-34780

Dear Mr. McKenna :

We have reviewed your response letter dated March 2 5, 2013  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 within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstances or do not
belie ve an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments , we may have  additional comments.

Form 10 -K for the Year Ended September 3 0, 2012

General

1. We note that on March 7, 2013 you filed an amendment to your Form 10 -K for the fiscal
year ended September 30, 2012; however, you did not include the certifications of your
principal executive officer and principal financial officer requi red by Rules 13a -14(a) and
15d-14(a) of the Exchange Act.  Please re -file the amendment to your Form 10 -K, to include
also such certifications. Given the nature of the reasons for the amendment, paragraphs 3, 4
and 5 may be omitted from the certifications that are filed with the amendment.  For

Mr. James O. McKenna
Forward Industries, Inc.
April 8 , 2013
Page 2

 guidance, please see Question 161.01 of the Compliance and Disclosure Interpretations for
Exchange Act Rules.

Product Supply, page 8

2. We note your response to comment two in our letter dated March 1, 2013.  In addition we
also note your disclosure that Forward Industries Asia -Pacific Corporation, a related party,
acts as your exclusive buying agent and supplier of your products in accordance with the
terms of the March 12, 2012 Buying Agency and Supply Agreement  (Exhibit 10.9 to your
annual report).  Please confirm that the procurement of all of your products from the Chinese
suppliers, including the one supplier which accounted for approximately 54% and 58% of
your OEM product purchases in fiscal years 2012 and 2011, is done by Forward Industries
Asia-Pacific as your exclusive agent and supplier responsible for sourcing, manufacturing
and exportation of your products in the Asia Pacific Region.  We may have additional
comments following review of your response.

Exhibit 10.9 – Buying Agency and Supply Agreement

3. In future filings, please ensure that you identify this agreement and not Exhibit 10.8
(Memorandum of Understanding) as having portions omitted pursuant to a confidential
treatment filed with the Commissi on.

Form 10 -K/A for the Year Ended September 30, 2012

Directors and Executive Officers of the Company, page 1

4. Please tell us and in future filings disclose the period(s) during which Messrs. Morgan  and
Wise have served as directors of the company.  Refe r to Item 401(a) of Regulation S -K.

Executive Compensation, page 5

Summary Compensation Table

5. In the “Narrative Disclosure to the Summary Compensation Table” on page 6 you disclose
that for fiscal year 2011 the compensation committee determined that no performance or
discretionary bonuses were earned by Messrs. Johnson and McKenna; however, your
disclosure is silent with respect to the 2012 compensation.  Since McKenna appears to have
received an $86,228 bonus in fiscal year 2012, supplementally please p rovide us with a brief
narrative disclosure of compensation committee’s decision making process in granting this
award. We also note that prior to Mr. McKenna’s amendment of its employment agreement
in November 8, 2012, his bonus was determined upon achiev ement of certain financial
targets set by the compensation committee.

Mr. James O. McKenna
Forward Industries, Inc.
April 8 , 2013
Page 3

 6. Based on your footnote (4) disclosure, it appears that you have only disclosed the 160,000
option grants received by Mr. Garrett for his consulting services, which ended on February
2012.  Considering that he also received a 140,000 option grant following his appointment as
Chief Executive Officer of the Company on March 1, 2012, it appears that this later grant
should have also been included in the summary compensation table pursuant to the
requirements of Item 402(n)(2)(vi) of Regulation S -K.  Please advise, or otherwise
supplementally provide us with a revised summary compensation table to include the 140,000
option grant, and reflect the necessary changes in your future filings.

Potential Payments Upon Termination or a Change in Control , page 9

7. Refer to the tabular presentation on page 10.  Since disclosure of potential payments upon
termination assumes that such terminating event has occur red on September 30, 2012, Mr.
McKenna’s  payment should have reflected his $225,000 salary prior to it being reduced to
$210,000 pursuant to the November 8, 2012 amended employment agreement.  In addition,
please confirm that as of September 30, 2012, Mr. Garrett would have received no severance
payments if he were terminated without cause or if he terminated his employment for good
reason (unrelated to a change in control) during the first year of his employment.  Please
note that Item 402(q)(2) does not require quantitative disclosure of such p ayments; however,
to the extent that you determine to include them in future filings, they should accurately
reflect the contractual provisions of these named executive officers’ employment
agreements at the fiscal year for which disclosure is being made.  Please revise your future
filings accordingly.

  You may contact Erin Jaskot , Staff Attorney  at (202) 551 -3442  or Era Anagnosti, Staff
Attorney at (202) 551 -3369, if you have any q uestions .

       Sincerely,

/s/ Rufus Decker

        Rufus Decker
       Accounting Branch Chief

CORRESP
1
filename1.htm

March 25, 2013

VIA EDGAR, FACSIMILE AND ELECTRONIC MAIL

Rufus Decker

Accounting Branch Chief

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:       Forward Industries, Inc.

Form 10-K for the Year Ended September 30, 2012

Filed December 20, 2012

Comment dated March 1, 2013

File No. 1-34780

Dear Mr. Decker:

This letter responds to the comments of the Staff of the Securities and
Exchange Commission (the “Staff”) set forth in the letter dated March 1, 2013,
from Mr. Rufus Decker to Mr. James O. McKenna of Forward Industries, Inc. (the
“Company”).  For your convenience, we have set forth below each of the Staff’s
comments in italicized text in the same numbered order in which they appear in
your letter.  The Company’s response to each Staff comment follows immediately
after the text of the corresponding comment.

1.   We note that your Form 10-K states that information required by Part III
will be incorporated by reference to your 2012 definitive proxy statement.  As
the definitive proxy statement was not filed within 120 days of the end of your
fiscal year, please amend your Form 10-K to include the required Part III
information.  For guidance, please see General Instruction G(3) of Form 10-K.

The Company filed an amendment to its Form 10-K on March
7, 2013.

Product Supply, page 8

Suppliers, page

2.   We note that in response to comment two of our
letter dated February 8, 2013 you state that your suppliers are “independent
suppliers in China, with names generally unknown and not material to
investors.”  Please explain why you believe that the names of your principal
suppliers would not be material to investors in light of your disclosure that
you purchased 90% of your OEM products from four suppliers in fiscal years 2011
and 2012, and that one such supplier has accounted for more than half of your
purchases in both fiscal years.  If you claim that disclosing the names of
principal suppliers, as required by Item 101(h)(4)(v) of Regulation S-K, may
result in substantial competitive harm, please note that absent unusual
circumstances, you may not seek confidential treatment of disclosure required
by Regulation S-K or any other applicable disclosure requirements, regardless
of the availability of an exemption under FOIA.  We may have additional
comments following the review of your response.  For guidance, please refer to
Section II.B.2 of Legal Staff Bulletin No.1 (with Addendum) dated February 28,
1997.

We respectfully acknowledge the Staff's
comment with respect to the identification of our suppliers. In our future
filings on Form 10-K, we propose to expand this disclosure under Item 1 with
regard to our suppliers by providing information that identifies each supplier
by a reference such as Supplier A or Supplier B, without providing each
supplier’s name. We believe the names of our suppliers are not material in that
they are small, local, independent companies in China which are unknown to
United States’ investors, and as such, the names of local factories in China
would not be meaningful to United States’ investors. We believe providing
additional information by referencing each supplier as Supplier A, Supplier B,
and so forth, will provide the information that is material to investors.

The Company acknowledges
that:

	 the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

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

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

The Staff is invited to contact
the undersigned with any comments or questions it may have. We would appreciate
your prompt advice as to whether the Staff has any further comments.

Please direct any comments or
questions regarding this filing to me at (561) 456-0030.

Sincerely,

James O. McKenna

Chief Financial Officer

cc:        Grange Johnson

            Robert Garrett

            Adam Finerman, Esq.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

                                                           March 1 , 2013

Via E -mail
Mr. James O. McKenna
Chief  Financial Officer
Forward Industries, Inc.
477 Rosemary Avenue , Suite 217-219
West Palm Beach , Florida 33410

RE: Forward Industries, Inc.
Form 10 -K for the  Year Ended September 30 , 2012
Filed December 20 , 2012
Response dated February 15, 2013
File No. 1 -34780

Dear Mr. McKenna :

We have reviewed your response letter dated February 15, 2013  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 within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   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 filing and the information you provide in
response to these comments , we may have  additional comments.

General

1. We note that your Form 10 -K states that information required by Part III will be incorporated
by ref erence to your 2012 definitive proxy statement.  As the definitive proxy statement was
not filed within 120 days of the end of your fiscal year, please amend your Form 10 -K to
include the required Part III information.  For guidance, please  see General Ins truction G(3)
of Form 10 -K.

Product Supply, page 8
Suppliers, page 8

2. We note that in response to comment two of our letter dated February 8, 2013 you state that
your suppliers are “independent suppliers in China, with names generally unknown and not

Mr. James O. McKenna
Forward Industries, Inc.
March 1 , 2013
Page 2

 material to investors.”  Please explain why you believe that the names of your principal
suppliers would not be material to investors in light of your disclosure that you purchased
90% of your OEM products from four suppliers in fiscal years 2011 and 2012, a nd that one
such supplier has accounted for more than half of your purchases in both fiscal years.  If you
claim that disclosing the names of principal suppliers, as required by Item 101(h)(4)(v) of
Regulation S -K, may result in substantial competitive har m, please note that absent unusual
circumstances, you may not seek confidential treatment of disclosure required by Regulation
S-K or any other applicable disclosure requirements, regardless of the availability of an
exemption under FOIA.  We may have addi tional comments following the review of your
response.  For guidance, please refer to Section II.B.2 of Legal Staff Bulletin No.1 (with
Addendum) dated February 28, 1997.

  You may contact Erin Jaskot , Staff Attorney  at (202) 551 -3442  or Era Anagnosti, Staff
Attorney at (202) 551 -3369, if you have any q uestions .

       Sincerely,

/s/ Rufus Decker

        Rufus Decker
       Accounting Branch Chief

CORRESP
1
filename1.htm

Prepared by EDGARXFilings, LLC - www.edgar2.com

February __, 2013

VIA EDGAR

Ms. Pamela Long

Assistant Director

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:       Forward Industries, Inc.

Form 10-K for the Year Ended September 30, 2012

Filed December 20, 2012

File No. 1-34780

Dear Ms. Long:

This
letter responds to the comments of the Staff of the Securities and Exchange
Commission (the “Staff”) set forth in the letter dated February 8, 2013, from
Ms. Pamela Long to Mr. James O. McKenna of Forward Industries, Inc. (the
“Company”).  For your convenience, we have set forth below each of the Staff’s
comments in italicized text in the same numbered order in which they appear in
your letter.  The Company’s response to each Staff comment follows immediately
after the text of the corresponding comment.  References to page numbers in our
responses are references to the page numbers in the applicable periodic report.

Business, page 5

Corporate History

1.         In light of your disclosure that you are exiting
the global retail business, with a view towards future disclosure, please
explain to us the statement that as part of your strategy to develop a global
retail distribution capability, you are reinvesting in both staff and
infrastructure at Forward Switzerland.

We
respectfully acknowledge the Staff’s comment.  As a result of the Company’s
strategy of exiting its global retail business, the Company will not be
reinvesting in staff and infrastructure at Forward Switzerland in the future,
but rather anticipates maintaining present levels to primarily serve Forward’s
OEM customers.  We will remove the disclosure regarding reinvesting from future
filings.

Product Supply, page 8

Suppliers, page 8

2.         We note, among other things, that one of your
suppliers has accounted for more than half of your product purchases in both
fiscal years 2011 and 2012. In future filings please disclose, to the extent
material, the names of your principal suppliers. See Item 101 (h)(4)(v) of
Regulation S-K.

We
respectfully acknowledge the Staff’s comment. The Company’s suppliers are
independent suppliers in China, with names generally unknown and not material
to investors. Further, the names of our suppliers, if released, could be used
by the Company’s competitors to severely hurt the Company’s business and
prospects.

The
Company does, however, propose to provide additional disclosure regarding its
suppliers.  The Company currently discloses the percentage of product purchases
from its largest supplier.  In future filings, the Company proposes to also
disclose the percentage of product purchases from each supplier that represents
over 10% of its OEM products, but on a blind basis such as Supplier A, Supplier
B, and so on.  The Company believes this disclosure will provide the reader an
adequate understanding of the Company’s use of its principal suppliers, but
without unnecessarily and materially disadvantaging the Company.

The
Company acknowledges that:

	the company is responsible for
the adequacy and accuracy of the disclosure 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 federal securities laws of the United States.

Please direct any comments or
questions regarding this filing to me at (561) 456-0030.

Sincerely,

James O. McKenna

Chief Financial Officer

cc:        Grange Johnson

            Robert Garrett

            Adam Finerman, Esq.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

                                                                February 8, 2013

Via E -mail
James O. McKenna
Chief  Financial Officer
Forward Industries, Inc.
477 Rosemary Avenue
West Palm Beach , Florida 33410

RE: Forward Industries, Inc.
Form 10 -K for the  Year Ended September 30 , 2012
Filed December 20 , 2012
File No. 1 -34780

Dear Mr. McKenna :

We have reviewed your filing 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 within ten business days by providing the requested
information, or by advising us when you will provide the  requested response.  If you do not
believe our comments apply to your facts and circumstances, please tell us why in your response.

  After reviewing the information you provide in response to these comments, we may
have additional comments.

Business, page 5

Corporate History

1. In light of your disclosure that you are exiting the global retail business, with a view towards
future disclosure, please explain to us the statement that as part of your strategy to develop a
global retail distribution capabili ty, you are reinvesting in both staff and infrastructure at
Forward Switzerland.

Product Supply, page 8

Suppliers, page 8

2. We note, among other things, that one of your suppliers has accounted for more than half of
your product purchases in both fiscal  years 2011 and 2012.   In future filings please disclose,

James O. McKenna
Forward Industries, Inc.
February 8, 2013
Page 2

 to the extent material, the names of your principal suppliers.   See Item 101(h)(4)(v) of
Regulation S -K.

  We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.  Since the compa ny 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 provide a written statement from the compa ny
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure 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 t o 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 federal securities laws of the United States.

You may contact Erin Jaskot , Staff Attorney  at (202) 551 -3442  or Era Anagnosti, Staff
Attorney at (202) 551 -3369, if you have any q uestions .

       Sincerely,

/s/ Era Anagnosti

        for Pamela Long
       Assistant Director

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

January 3, 2011
 Mr. Brett M. Johnson Principal Executive Officer Forward Industries, Inc. 1801 Green Road, Suite E Pompano Beach, FL 33064
 RE: Forward Industries, Inc.
Item 4.01 Form 8-K fi led December 16, 2010
Item 4.01 Form 8-K/A filed December 22, 2010
  File No. 1-34780

Dear Mr. Johnson:
We have completed our review of your  filings and do not have any further
comments at this time.          S i n c e r e l y ,             Jeffrey Gordon         S t a f f  A c c o u n t a n t

CORRESP
1
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Correspondence

December 30, 2010

Mail Stop 4631

Mr. Jeffrey Gordon

Securities and Exchange
Commission

Division of Corporation
Finance

100 F Street, N.E.,

Washington, D.C. 20549

Att’n: Mindy Hooker, Esq.

		RE:

Forward
Industries, Inc.

Item 4.01 Form
8-K filed December 16, 2010

File No. 1-34780

Dear Mr. Gordon:

We have reviewed your letter
dated December 20, 2010, which sets forth comments to our Current Report on
Form 8-K referenced above, and our responses are set forth below. For your
convenience, preceding each response we have set forth the number of the related
comment made in your letter in italics.

Comment #1

In our amended Current Report on Form 8-K/A filed on
December 22, 2010 (the “amended Form 8-K”), we have changed the disclosure in
the filing to reflect that we did not consult with our new accountant, J.H.
Cohn LLP, during the years September 30, 2010, and September 30, 2009, and
through the date of engagement of our new accountant, with respect to any of
the matters referenced in Item 304(a)(2) of Regulation S-K, such revised
disclosure being true, complete, and correct.

Comment #2

The amended Form 8-K includes, as Exhibit 16.1
thereto, a letter from our former accountants, Kaufman, Rossin & Co., P.A.,
to the Commission, dated December 22, 2010, which updates their agreement with
the statements made in the amended Form 8-K.

In
connection with this letter Forward Industries, Inc. (“Forward”) acknowledges
that:

 Forward is responsible for
     the adequacy and accuracy of the disclosures in its filings with the Commission;

 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

 Forward
     may not assert Staff comments as a defense in any proceeding initiated by
     the Commission or any person under the federal securities laws of the United States.

If
you should have any further comments or would like to discuss any of the
responses above, please contact me at your convenience.

Sincerely
yours,

Brett M. Johnson

President (Principal
Executive Officer)

Forward Industries, Inc.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510

       DIVISION OF
CORPORATION FINANCE

        December 20, 2010  Mr. Brett M. Johnson Principal Executive Officer Forward Industries, Inc. 1801 Green Road, Suite E Pompano Beach, FL 33064
 RE: Forward Industries, Inc.
Item 4.01 Form 8-K filed December 16, 2010
  File No. 1-34780

Dear Mr. Johnson:
We have reviewed this filing 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 within five business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested response.  If you do not believe our comments a pply 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 filing and the information you provide in
response to these comments, we may have additional comments.
1. You disclose that you did not consult with your new accountant during the years ended
September 30, 2010 and 2009 and through the date of dismissal of your former accountant.  Item 304(a)(2) of Regulation S-K requires disclosures about consultations with the new accountant up through the date of engagement of the new accountant and not the dismissal of the former accountant.  As such, please review your disclosure in an amended Form 8-K.

2. To the extent that you make changes to the Form 8-K to comply with our comments,
please obtain and file an updated Exhibit 16 letter from the former accountants stating whether the accountant agrees with the statements made in your amended Form 8-K.

*****

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require.  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.

Brett M. Johnson
Forward Industries, Inc. December 20, 2010 Page 2
In responding to our comments, please provide a written statement from the company
acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclosure in their 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 federal securities laws of the United States.

Direct any questions regarding the above to the undersigned at (202) 551-3866.
         S i n c e r e l y ,             Jeffrey Gordon         Staff Accountant

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0303

       DIVISION OF
CORPORATION FINANCE

July 28, 2010

By Facsimile and U.S. Mail

Steve Wolosky, Esq. Olshan, Grundman, Frome, Rosenzweig & Wolosky LLP Park Avenue Tower 65 East 55
th Street
New York, NY 10022
Re:   Forward Industries, Inc.  Amendment No. 1 to Schedule 14A
Filed by LaGrange Capital Partners, L.P. et al.  Filed July 26, 2010 File No. 1-34780

Dear Mr. Wolosky:
We have reviewed your filing and have th e following comments.  In some of our
comments, we may ask you to prov ide us with information so we may better understand your
disclosure.
 Please respond to this letter by amen ding your filing, by providing the requested
information, or by advisi ng us when you will provid e the requested response.  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 filing and the inform ation you provide in response
to these comments, we may have additional comments.

Schedule 14A

Written Request Procedures, page 6

1. Please supplementally confirm that the solici tation statement delivered to shareholders
will disclose the date that Capital Partners first delivers a signed written request to the
issuer and the 60-day deadline for delivering the written requests.

2. We note that you state that a revocation “m ust clearly state that your earlier-dated,
executed written request to call a special mee ting is no longer effective with respect to
the number of shares set forth therein.”  Please revise the solicitation statement and

Steve Wolosky, Esq.
Olshan, Grundman, Frome, Rosenzweig & Wolosky LLP  July 28, 2010 Page 2
request card to clarify the procedure for revoking a previously submitted written request card, since shareholders may not understand that they are required to include this express
statement when they submit a later- dated written request card.

Solicitation of Requests, page 8

3. We note your response to comment six in our  letter dated June 25, 2010; however, we
reissue our comment.  Please disclose the estimated costs of the solicitation in your next amendment.

Please direct any questions to me at ( 202) 551-3411.  You may also contact me via
facsimile at (202) 772-9203.  Please send all correspondence to us at the following ZIP code:  20549-3628.                                   Sincerely,                                       Peggy Kim
        S p e c i a l  C o u n s e l
        Office of Mergers & Acquisitions

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0303

       DIVISION OF
CORPORATION FINANCE

June 25, 2010

By Facsimile and U.S. Mail

Steve Wolosky, Esq. Olshan, Grundman, Frome, Rosenzweig & Wolosky LLP Park Avenue Tower 65 East 55
th Street
New York, NY 10022
Re:   Forward Industries, Inc.  Schedule 14A filed by LaGrange Capital Partners, L.P. et al.
Filed June 18, 2010 File No. 1-34780

Dear Mr. Wolosky:
We have reviewed your filing and have th e following comments.  In some of our
comments, we may ask you to prov ide us with information so we may better understand your
disclosure.
 Please respond to this letter by amen ding your filing, by providing the requested
information, or by advisi ng us when you will provid e the requested response.  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 filing and the inform ation you provide in response
to these comments, we may have additional comments.

Schedule 14A

 General

1. We note that on the first page of the document you state that the solicitation is being made
by LaGrange Capital Partners, L.P.  Please revi se to indicate that the solicitation is also
being made by each of the participants.
2. Please disclose the record date for the consent solicitation, or advise us.  Refer to Item 6(b)
of Schedule 14A.

Steve Wolosky, Esq.
Olshan, Grundman, Frome, Rosenzweig & Wolosky LLP
June 25, 2010 Page 2
3. We note that the request to call a meeting will  be made on or after July 11, 2010.  Please
revise to address whether there is a set deadli ne by which the requisite consents must be
solicited in order to call a sp ecial meeting.  Please revise to describe any applicable
provisions under the issu er’s governing documents or under state law.
  Background and Reasons for Solicitation, page 4

4. Please characterize each statement or assertion of opinion or belief as such, and ensure that
a reasonable basis for each such opinion or belief exists.  Support for each statement or assertion of opinion or belief must be self-evi dent, disclosed in the proxy materials, or
provided to the staff on a supplemental basis.  Please provide support for any statements
relating to the company’s fina ncial and market performance,  including but not limited to
the following assertions:
• “Since our initial investment, we have  become deeply concerned with the
Company’s poor financial performance and wh at we believe to be the Board’s ill-
conceived acquisition strategy.”
• “…we believe certain members of the Board have engaged in a unilateral scheme to
diminish shareholder representation, dise nfranchise shareholders and entrench
themselves while also relinquishing substant ially all of their financial ties to the
Company.”

Please mark any supporting information that you provide to clearly identify the specific
information relied upon, such as quoted statem ents, financial statement line items, press
releases, and mathematical computations, and identify all sources of any data used.

Written Request Procedures, page 6

5. Regarding revocation, you state that share holders may revoke by delivering a written
revocation.  Please revise to de scribe all the legal requirements for an effective revocation,
including whether it must have a later date and whether the revoking sh areholder must state
the number of shares held.  Please also stat e whether a later date d request card will
constitute an eff ective revocation.
 Solicitation of Requests, page 7

6. Please disclose the estimated costs of th e solicitation by filling-in the blanks.
7. We note that consents may be solicited by ma il, telephone, telegraph and in person.  Please
be advised that all written solic iting materials, including any scripts to be used in soliciting
proxies over the telephone or by correspondence must be filed under the cover of Schedule

Steve Wolosky, Esq.
Olshan, Grundman, Frome, Rosenzweig & Wolosky LLP
June 25, 2010 Page 3
14A.  Refer to Rule 14a-6(b) and (c).  Pl ease confirm your understanding in your response
letter.

Consent Card

8. Please revise to indicate in bold font at the t op of the consent card that  the solicitation is not
on behalf of the Company.
9. Please revise to afford security holders an opportunity to specify by boxes a choice
between approval or disapproval of, or absten tion with respect to your request to call a
special meeting.  Refer to Rule 14a-4(b)(1).
10. Please revise to refer to the applicable bylaw  provision which you believe authorizes you to
call a special meeting.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filings to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the participants and filing persons are
in possession of all facts relating to the disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.     In responding to our comments, please provide  a written statement from each participant
and filing person acknowledging that:
‚ the participant or filing person is responsib le for the adequacy and accuracy of the
disclosure 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 participant or filing person may not asse rt staff comments as a defense in any
proceeding initiated by the Commission or any person under the federal securities laws of
the United States.

Steve Wolosky, Esq.
Olshan, Grundman, Frome, Rosenzweig & Wolosky LLP  June 25, 2010 Page 4
Please direct any questions to me at ( 202) 551-3411.  You may also contact me via
facsimile at (202) 772-9203.  Please send all correspondence to us at the following ZIP code:  20549-3628.                                   Sincerely,                                       Peggy Kim         S p e c i a l  C o u n s e l          Office of Mergers & Acquisitions

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

Mail Stop 4631
April 12, 2010
 Mr. James O. McKenna Chief Financial Officer Forward Industries, Inc. 1801 Green Rd., Suite E Pompano Beach, FL 33064
 RE: Form 10-K for the year ended September 30, 2009
  Form 10-Q for the peri od ended December 31, 2009
  File No. 0-6669

Dear Mr. McKenna:
We have completed our review of your Fo rm 10-K and related filings and have no
further comments at this time.
If you have any further questions regard ing our review of your filings, please
direct them to Jeffrey Gordon, Staff Account ant, at (202) 551-3866 or, in his absence,
Lisa Haynes, Staff Acco untant, at (202) 551-3424.
         S i n c e r e l y ,             R u f u s  D e c k e r          A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
1
filename1.htm

Douglas Sabra

James McKenna

Chief
Financial Officer

1801 Green Road, Suite E

Pompano Beach, Fl 33064

Tel: (954)
360-6408

Fax: (954)
360-6409

Email:jmckenna@forwardindustries.com

April 8, 2010

Mail Stop 4631

Mr. Jeffrey Gordon

Securities and Exchange
Commission

Division of Corporation
Finance

100 F Street, N.E.,

Washington, D.C. 20549

		RE:

Forward
Industries, Inc.

Form 10-K for
the fiscal year ended September 30, 2009

Form 10-Q for
the fiscal quarter ended December 31, 2009

File No.
0-6669

Dear Mr. Gordon:

We have reviewed your letter
dated March 29, 2010, which sets forth comments to our response letter, dated
March 18, 2010, with respect to registrant’s above-referenced Form 10-K and
Form 10-Q, and our responses are set forth below. For your convenience, preceding
each supplemental response we have set forth the related comment made in your
letter in italics.  Where registrant proposes revised disclosure in
its future filings in response to the comment, the proposed textual changes are
presented in bold faced font.

Consolidated Statements of Cash Flows, page 31

We
note your response to comment four from our letter dated March 8, 2010. Please confirm in your supplemental response that the effect of exchange rate changes
was not material to the years ended September 30, 2009 and 2008 and the quarterly period ended December 31, 2009.

We
confirm that the effect of exchange rate changes on cash balances held in
foreign currencies was not material to Registrant’s statements of cash flows (or
otherwise) for either of the years ended September 30, 2009 and 2008, or the quarterly period ended December 31, 2009. Registrant, through its wholly-owned
subsidiaries, maintains small cash balances sufficient to cover operating expenses incurred
in foreign currencies at its foreign locations. The aggregate effect of
exchange rate changes for the years ended September 30, 2009 and 2008, and the
quarterly period ended December 31, 2009, were $820, $3,281, and ($1,065),
respectively (actual amounts, no presentation “000”s left out). However, should
the effect of exchange rate changes become material to the Registrant’s
statement of cash flows in future Form 10-K and Form 10-Q filings, Registrant
will present same as proposed in its response letter dated March 18, 2010.

Exhibit 31 – Certifications

We
have reviewed your response to comment nine from our letter dated March 8, 2010. The proposed disclosure in your certifications omits the internal control
over financial reporting language from the introductory portion of paragraph 4.
Paragraph 4 should state “The registrant’s other certifying officer(s) and I
are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15(d)-15(e) and
internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:”. Please revise
accordingly. In addition, please ensure that you refer to the annual or
quarterly report in paragraph 1, as appropriate.

In
its filings on Form 10-K and Form 10-Q made subsequent to the date hereof,
Registrant’s certifications shall include the internal control over financial
reporting language required by Exchange Act Rules 13a-15(f) and 15d-15(f) as set
forth in Appendix 1 annexed hereto. Registrant will also ensure that it refers
to the annual or quarterly report in paragraph 1, as appropriate.

In
connection with this letter Forward Industries acknowledges that:

 Forward is responsible for
     the adequacy and accuracy of the disclosures in its filings;

 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

 Forward
     may not assert Staff comments as a defense in any proceeding initiated by
     the Commission or any person under the federal securities laws of the United States.

If
you should have any further comments or would like to discuss any of the supplemental
responses above, please contact me at your convenience.

Sincerely
yours,

James McKenna

Chief Financial Officer

Forward Industries, Inc.

APPENDIX 1

CERTIFICATION PURSUANT TO RULE 13a-14(a) UNDER THE
EXCHANGE ACT

I,
[name of certifying individual], certify that:

		1.

I have reviewed this [Quarterly
Report/Annual Report][as applicable] on Form 10‑[Q][K][as applicable]
for the [three months][fiscal year][as applicable] ended [balance
sheet date to which filing relates], of Forward Industries, Inc.
(“registrant”);

		2.

Based on my knowledge, this report
does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with
respect to the period covered by this report;

		3.

Based on my knowledge, the
financial statements, and other financial information included in this report,
fairly present in all material respects the financial condition, results of
operations and cash flows of registrant as of, and for, the periods
presented in this report;

		4.

Registrant’s other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a‑15(e) and 15d‑15(e) and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the registrant and have for registrant and we have:

		a)

designed such disclosure controls
and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to
registrant, including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the period in which this
report is being prepared;

		b)

Designed such internal control
over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally
accepted accounting principles;

		c)

evaluated the effectiveness of registrant’s
disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the
end of the period covered by this report  based on such evaluation; and

		d)

disclosed in this report any
change in registrant’s internal control over financial reporting that
occurred during registrant’s most recent fiscal quarter (registrant’s
fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, registrant’s
internal control over financial reporting; and

		5.

Registrant’s other certifying officer and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to registrant’s auditors and the audit committee of registrant’s
board of directors (or persons performing the equivalent functions):

		a)

all
significant deficiencies and material weaknesses in the design or operation of
internal controls over financial reporting which are reasonably likely to
adversely affect registrant’s ability to record, process, summarize and
report financial information;  and

		b)

any
fraud, whether or not material, that involves management or other employees who
have a significant role in registrant’s internal controls over financial
reporting.

Date: [Filing date of report]

/s/[name of certifying
individual]

[Name of certifying individual]

[Title]

([Principal Executive/Financial and Accounting] Officer)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

Mail Stop 4631
March 29, 2010
 Mr. James O. McKenna Chief Financial Officer Forward Industries, Inc. 1801 Green Rd., Suite E Pompano Beach, FL 33064
 RE: Form 10-K for the year ended September 30, 2009
  Form 10-Q for the peri od ended December 31, 2009
  File No. 0-6669

Dear Mr. McKenna:
We have reviewed your response lett er dated March 18, 2010 and have the
following additional comments.  If you disagree with a comment, we will consider your explanation as to why our comment is inappl icable or a revision is unnecessary.  Please
be as detailed as necessary in your explanat ion.  In some of our comments, we may ask
you to provide us with information so we may better understand your disclosure.  After
reviewing this information, we may or  may not raise additional comments.
  Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

FORM 10-K FOR THE YEAR ENDED SEPTEMBER 30, 2009

General

1. Where a comment below requests additional disclosures or other revisions to be
made, please show us in your supplemental response what the revisions will look like.  These revisions should be included in your future filings.

Mr. James O. McKenna
Forward Industries, Inc. March 29, 2010 Page 2 of 2   Item 15 – Exhibits and Financial Statement Schedules, page 25

Consolidated Statements of Cash Flows, page 31

2. We note your response to comment four from our letter dated March 8, 2010.
Please confirm in your supplemental respons e that the effect of exchange rate
changes was not material to the year s ended September 30, 2009 and 2008 and the
quarterly period ended December 31, 2009.

Exhibit 31 – Certifications

3. We have reviewed your response to comm ent nine from our letter dated March 8,
2010.  The proposed disclosure in your cer tifications omits th e internal control
over financial reporting language from th e introductory portion of paragraph 4.
Paragraph 4 should state “The registrant ’s other certifying officer(s) and I are
responsible for establishing and maintaini ng disclosure controls and procedures
(as defined in Exchange Act Rules 13a- 15(e) and 15d-15(e) and internal control
over financial reporting (as defined in  Exchange Act Rules 13a-15(f) and 15d-
15(f)) for the registrant and have:”.  Pl ease revise accordingly.  In addition, please
ensure that you refer to the annual or  quarterly report in paragraph 1, as
appropriate.

*    *    *    *

Please respond to these comments within  10 business days, or tell us when you
will provide us with a response.  Please provi de us with a response letter that keys your
responses to our comments and provides a ny requested information.  Detailed letters
greatly facilitate our review.  Please file your supplemental response on EDGAR as a correspondence file.  Please understand that we may have additional comments after reviewing your responses to our comments.
If you have any questions regarding these co mments, please direct them to Jeffrey
Gordon, Staff Accountant, at (202) 551-3866 or, in his abse nce, Lisa Haynes, Staff
Accountant, at (202) 551-3424.
 Sincerely,
 Rufus Decker
 Accounting Branch Chief

CORRESP
1
filename1.htm

Forward Industries

		James McKenna

		Chief
Financial Officer

		1801 Green
Road, Suite E

		Pompano
Beach, Fl 33064

		Tel: (954)
360-6408

		Fax: (954)
360-6409

		Email:jmckenna@forwardindustries.com

March 18, 2010

Mail Stop 4631

Mr. Jeffrey Gordon

Securities and Exchange
Commission

Division of Corporation
Finance

100 F Street, N.E.,

Washington, D.C. 20549

RE:     Forward
Industries, Inc.

            Form 10-K for
the fiscal year ended September 30, 2009

            Form 10-Q for
the fiscal quarter ended December 31, 2009

            File No.
0-6669

Dear Mr. Gordon:

We have reviewed your letter
dated March 8, 2010 commenting on registrant’s above-referenced Form 10-K and
Form 10-Q, and our responses are set forth below. For your convenience, preceding
each response we have set forth the related comment made in your letter in
italics.  Where registrant proposes revised disclosure in its future
filings in response to the comment, the proposed textual changes are presented
in bold faced font.

Credit Risk, page 7

Since your accounts
receivable credit risk lies with your OEM customers’ contract manufacturers,
please expand your discussion of credit risk to address the payment history of
both your OEM customers and their contract manufacturers.

In our past disclosures
relating to credit risk, we have thought it appropriate to clarify that
ultimate risk of non-payment did not necessarily lie with our OEM “customer”
when that customer’s arrangements with its contract manufacturer resulted in
registrant’s shipments to, and accounts receivable from, the contract
manufacturer.  However, by drawing this distinction, we did not thereby wish to
create the implication that the actual payment history of contract
manufacturers that registrant has experienced over the years has in any way
been unacceptable or created payment or collection issues different from that
of our OEM customers.  Both OEM customers and contract manufacturers have historically
performed quite satisfactorily and substantially in accordance with the terms
of purchase orders.

In our future filings on
Form 10-K, we propose the following revised disclosure under Item 1 with regard
to Credit Risk (text describing contract manufacturers has been moved into the
first paragraph so that the second paragraph refers equally to OEM customers
and contract manufacturers):

Credit Risk

We generally sell our products on 60- to 90-day credit terms customary
in the industry.  Our significant OEM customers are large, multi-national
companies with good credit histories. When we ship product to our OEM
customer’s designated contract manufacturer and invoice such manufacturer (and
not the OEM customer), even though our order flows originate with and depend on
our relationship with the OEM, our accounts receivable credit risk lies with
the contract manufacturer.  Our OEM customer does not guarantee the credit of
the contract manufacturer to whom the OEM requests us to ship our carrying case
products, and such order volumes may be significant from time to time.  In most
cases, these contract manufacturers are themselves large multinational
enterprises with good credit.

Historically, we have not had significant credit
or collection
problems with our OEM customers or their contract manufacturers. None
of these customers or their contract manufacturers is or has been in
default to us, and payments are generally received from them on a timely basis.
Two customers, including their affiliates or contract manufacturers, accounted
for approximately XX% and XX% of the Company's accounts receivable at September
30, 20XX and 20XX, respectively.

Liquidity and Capital Resources, page 20

We
note that you maintain a credit facility and have agreed to certain financial
covenants in connection with the facility. As such, please disclose here and in
your financial statement footnotes the specific terms of any material debt
covenants in your debt agreements. In addition, please revise to indicate your
debt covenant compliance status as of the most recent period-end. See Sections
I.D and IV.C of the SEC Interpretive Release No. 33-8350.

Registrant’s wholly-owned
Swiss subsidiary Forward Innovations GmbH (FI) has been in compliance in all
material respects with covenants under its credit facility during the term
thereof.  Under the terms of the facility the bank had the right to terminate
the facility: (i) if payment of interest and principal was not made within 30
days of the date due; (ii) upon bankruptcy of FI; (iii) bank assessment that
FI’s asset and/or revenue outlook had deteriorated significantly; (iv) upon a
change of control of FI; (v) upon a merger and/or acquisition or transfer of
significant assets to a third party on the part of FI; or (vi) FI’s audit
report contains a material qualification.  The credit facility did not obligate
FI to comply with any financial ratios or tests or other financial covenants.

It should be noted that the
credit facility expired in accordance with its terms on December 31, 2009, and we
believe that it is likely that the facility will be replaced with a simple
letter of credit as the means to satisfy the requirements of the freight
forwarder acting on registrant’s behalf in the Netherlands. In our future
filings on Form 10-K and Form 10-Q, we propose the following expanded
disclosure under Item 7 relating to registrant’s MD&A disclosures (changes
to the disclosures set forth in the 10-K for the fiscal year ended September 30,
2009, are identified in bold) and such disclosures will be included in
registrant’s Form 10-Q filings, in each case to the extent applicable.  To the
extent applicable, registrant will revise its disclosures in the footnotes to
its financial statements to be consistent with those proposed for inclusion in
its MD&A.

In addition, assuming the
credit facility is not renewed, as noted above, such revised disclosure will be
relevant only to balance sheet dates in respect of past reporting periods and
not prospectively.  Insofar as we do not believe that registrant falls within
either of the two scenarios referred to in Section IV.C of Interpretative
Release No. 33-8350, we respectfully submit that it is not necessary to provide
greater detail than that included in the proposed, revised disclosure set forth
below:

Liquidity and Capital
Resources

[This disclosure will be
recast as historical rather than current.]Forward Innovations maintains a
credit facility with a Swiss bank that provides for an uncommitted line of
credit in the maximum amount of $400,000.  Amounts borrowed under the
facility may be structured as a term loan or loans, with a maximum repayment
period of 12 months, or as a guarantee facility, or any combination of the
foregoing.  Either party may terminate the facility at any time; however,
such termination would not affect the stated maturity of any term loan
outstanding under the facility.  Amounts
borrowed other than as a term loan must be settled periodically or converted
into term loans. In connection with this facility, Forward Innovations agreed
to certain customary financial covenants, with which we believe it has
been in compliance in all material respects.  Such covenants do not
include any financial ratios or other financial tests.  Amounts drawn under
this credit facility bear interest at variable rates [...]

Consolidated Statements of Cash Flows, page 31

Please present the effect
of exchange rate changes on cash balances held in foreign currencies as a
separate part of the reconciliation of the change in cash and cash equivalents
during the period. See FASB ASC 830-230-45-1.

In our future filings on
Form 10-K and Form 10-Q, we propose to present the effect of exchange rate
changes on cash balances held in foreign currencies within our Consolidated
Statements of Cash Flows as follows:

			For the Fiscal Years

			Ended September 30,

			20XX

			20XX

			Operating activities:

			Net
  income...................................................................................

			$XXX

			$XXX

			Adjustments to reconcile net income to net cash provided
  by

			operating activities:

			Gain
  (loss) on foreign currency cash balances

			X

			X

			Changes
  in operating assets and liabilities:

			Net
  cash provided by operating activities...................................................................

			XX

			XX

			Net
  cash provided by investing activities...................................................................

			XX

			XX

			Net
  cash provided by financing activities...................................................................

			XX

			XX

			Effect of exchange rate
  changes on cash....................................

			X

			X

			Net increase in cash and
  cash equivalents..................................................................

			XX

			XX

			Cash
  and cash equivalents at beginning of period....................................................

			XX

			XX

			Cash
  and cash equivalents at end of period...............................................................

			$XX

			$XX

Note 2 – Accounting Policies, page 32

Please
disclose the types of the expenses that you include in the cost of goods sold
line item as well as the types of expenses that you include in the selling and
general and administrative expenses line items. Please also disclose whether
you include inbound freight charges, purchasing and receiving costs, inspection
costs, warehousing costs, internal transfer costs, and the other costs of your
distribution network in the cost of goods sold line item. With the exception of
warehousing costs, if you currently exclude a portion of these costs from cost
of goods sold, please disclose:

	in a footnote the line items
that these excluded costs are included in and the amounts included in each line
item for each period presented, and

	in MD&A that your gross
profit may not be comparable to those of other entities, since some entities
include all of the costs related to their distribution network in cost of goods
sold and others like you exclude a portion of them from gross profit.

While we have in our filings
on Form 10-K and 10-Q routinely included disclosures in the “gross profit”
discussion in the MD&A of certain components of cost of goods sold that
impacted gross profit amounts, such as the costs of operating our Hong Kong
distribution and QA facility, registrant agrees that more precise delineation
of the types of expenses it includes in COGS as distinct from SG&A line
items will enhance clarity in our disclosures.  All expenses incurred in
operating our Hong Kong distribution and QA facility are included in COGS,
including salary and related expense of persons employed by the facility.
Insofar as the comment relates to SG&A expense, registrant’s accounting
policies, practices, and financial statement presentation are in accordance
with US GAAP.

As to the last question (and
related bullet points) in the comment, registrant does not exclude any portion
of the enumerated costs from COGS.

In our future filings on Form
10-K and Form 10-Q, we propose the following expanded accounting policy in our
footnotes to our consolidated financial statements with regard to our shipping
and handling costs.

Shipping and Handling Costs

The
Company expenses shipping and handling costs (including inbound freight
charges, purchasing and receiving costs, inspection costs, warehousing costs,
internal transfer costs, and other costs associated with the Company’s
distribution network) as a component of cost of goods sold in the
accompanying consolidated statements of operations.

Please disclose the line
item(s) in which you include depreciation and amortization. If you do not
allocate a portion of your depreciation and amortization to cost of goods sold,
please also revise your presentation to comply with SAB Topic 11:B, which would
include revising the cost of goods sold title and removing the gross profit
subtotal throughout the filing.

In its accounting policies
and practices, registrant includes depreciation and amortization expense
attributable to property, plant and equipment used in connection with its
production activities in its cost of goods sold line item.  Registrant includes
depreciation and amortization expense attributable to property, plant and
equipment used in connection with selling and administrative functions in the
SG&A line item.

In our future filings on Form
10-K and Form 10-Q, we propose the following expanded accounting policy in our
footnotes to our consolidated financial statements with regard to our property,
plant and equipment:

Property, Plant
and Equipment

Property,
plant and equipment consist of furniture, fixtures and equipment, and leasehold
improvements and are recorded at cost. Expenditures for major additions and
improvements are capitalized, and minor replacements, maintenance, and repairs
are charged to expense as incurred. When property, plant and equipment are
retired or otherwise disposed of, the cost and accumulated depreciation are
removed from the accounts and any resulting gain or loss is included in the
results of operations for the respective period. Depreciation is provided over
the estimated useful lives of the related assets using the straight-line method
for financial statement purposes. The estimated useful life for furniture,
fixtures and equipment ranges from three to ten years. Amortization of leasehold
improvements is computed using the straight-line method over the shorter of the
remaining lease term or the estimated useful lives of the improvements. For the
fiscal years ended September 30, 20XX and 20XX, the Company recorded
approximately $XXXX and $XXXX of depreciation and amortization expense,
respectively. Depreciation and amortization for production related property,
plant and equipment is included as a component of costs of goods sold in the
accompanying consolidated statements of operations. Depreciation and
amortization for selling and general and administrative related property, plant
and equipment, is included as a component of operating expenses in the
accompanying consolidated statements of operations.

Note 8 – Income Taxes, page 39

It is not clear how you
met the disclosure requirements set forth in FASB ASC 740-10-50-15 and
740-10-50-19. Please advise or revise your disclosures in future filings
accordingly.

Registrant’s policy is to
account for interest and penalties related to income taxes in its statement of
operations.  The registrant has not incurred any such interest or penalties in at
least five years and likely much longer.

In our future filings on Form
10-K and Form 10-Q, in order to address the comment relating to FASB ASC 740-10-50-15,
we propose the following expanded disclosure relating to registrant’s
accounting policies in our footnotes to our consolidated financial statements :

Income Taxes

The
Company accounts for its income taxes in accordance with the generally accepted
accounting principles in the U.S. which requires, among other things,
recognition of future tax benefits and liabilities measured at enacted rates
attributable to temporary differences between financial statement and income
tax bases of assets and liabilities and to tax net operating loss carryforwards
to the extent that realization of these benefits is more likely than not. The
Company periodically evaluates the realizability of its net deferred tax
assets. The Company’s policy is to account for income tax related interest and penalties,
if any, in income tax expense in the statement of operations. For the periods
presented in the accompanying statements of operations no income tax related
interest or penalties were assessed or recorded.

In our future filings on Form 10-K and Form 10-Q, in order to
address the comment relating to FASB ASC 740-10-50-19, we also propose the
following revision to the footnote to our consol

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

Mail Stop 4631
March 8, 2010
 Mr. James O. McKenna Chief Financial Officer Forward Industries, Inc. 1801 Green Rd., Suite E Pompano Beach, FL  33064
 RE: Form 10-K for the year ended September 30, 2009
  Form 10-Q for the peri od ended December 31, 2009
  File No. 0-6669

Dear Mr. McKenna:
We have reviewed these filings and have the following comments.  If you
disagree with a comment, we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Pl ease be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may
or may not raise additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

FORM 10-K FOR THE YEAR ENDED SEPTEMBER 30, 2009

 General

1. Where a comment below requests additional disclosures or other revisions to be made, please show us in your supplemental response what the revisions will look like.  These revisions should be included in your future filings.

Mr. James O. McKenna
Forward Industries, Inc.
March 8, 2010 Page 2 of 5   Item 1 – Business, page 4

 Credit Risk, page 7

2. Since your accounts receivab le credit risk lies with your OEM customers’
contract manufacturers, pleas e expand your discussion of credit risk to address the
payment history of both your OEM customers and their contract manufacturers.
 Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 15
 Liquidity and Capital Resources, page 20

3. We note that you maintain a credit facility and have ag reed to certain financial
covenants in connection with  the facility.  As such, please disclose here and in
your financial statement footnotes the specific terms of any material debt
covenants in your debt agreements.  In  addition, please revise to indicate your
debt covenant compliance status as of the most recent period-end. See Sections
I.D and IV.C of the SEC Interpretive Release No. 33-8350.

Item 15 – Exhibits and Financial Statement Schedules, page 25

Consolidated Statements of Cash Flows, page 31

4. Please present the effect of exchange rate changes on cash balances held in
foreign currencies as a separa te part of the reconciliati on of the change in cash
and cash equivalents during the pe riod.  See FASB ASC 830-230-45-1.
 Note 2 – Accounting Policies, page 32

5. Please disclose the types of expenses th at you include in the cost of goods sold
line item as well as the types of expenses that you include in the selling and general and administrative expenses line items.  Please also disclose whether you
include inbound freight charges, purchasing and receiving costs, inspection costs,
warehousing costs, internal transfer costs,  and the other costs of your distribution
network in the cost of goods sold line item.  With the exception of warehousing
costs, if you currently exclude a portion of these costs from cost of goods sold, please disclose:
• in a footnote the line items that thes e excluded costs are included in and the
amounts included in each line item for each period presented, and
• in MD&A that your gross profit may not  be comparable to those of other
entities, since some entities include all of the costs related to their distribution

Mr. James O. McKenna
Forward Industries, Inc.
March 8, 2010 Page 3 of 5
network in cost of goods sold and othe rs like you exclude a portion of them
from gross profit.

6. Please disclose the line item(s) in  which you include depreciation and
amortization.  If you do not allocat e a portion of your depreciation and
amortization to cost of goods sold, please also revise your presentation to comply with SAB Topic 11:B, which would include  revising the cost of goods sold title
and removing the gross profit subtotal throughout the filing.
 Note 8 – Income Taxes, page 39

7. It is not clear how you have met the disc losure requirements set forth in FASB
ASC 740-10-50-15 and 740-10-50-19.  Please ad vise or revise your  disclosures in
future filings accordingly.
 Note 13 – Operating Segment Information, page 43

8. Please enhance your disclosure to separate ly disclose the amount of revenues
from external customers and long-lived a ssets attributed to your country of
domicile as well as any individual forei gn countries, to the extent they are
material, for each period presented.  Refer to FASB ASC 280-10-50-41.
 Exhibit 31 – Certifications

9. We note that you have made certain modifica tions to the certifications in exhibits
31.1 and 31.2 to the September 30, 2009 Form 10-K and December 31, 2009 Form 10-Q.  Specifically, th e certifying individuals in cluded their titles in the
introductory sentence of the certifications.  In addition, the certifica tions include
references to “Forward” instead of “reg istrant.”  Please remove the certifying
individuals’ titles from the introductory sentence of the certif ications and revise
your certifications to conform to the fo rmat provided in Item 601(b)(31) of
Regulation S-K.

FORM 10-Q FOR THE PERIOD ENDED DECEMBER 31, 2009

 General

10. Please address the above comments in your in terim filings as well, as applicable.

Mr. James O. McKenna
Forward Industries, Inc.
March 8, 2010 Page 4 of 5   Controls and Procedures, page 24

11. Please revise your disclosures in future filings to clarify the period you are referring to.  For example, the use of “as  of the end of the 2010 Quarter” does not
clearly indicate that you are referring to the period ended December 31, 2009.

*    *    *    *
 Please respond to these comments within  10 business days, or tell us when you
will provide us with a response.  Please provi de us with a response letter that keys your
responses to our comments and provides a ny requested information.  Detailed letters
greatly facilitate our review.  Please file your supplemental response on EDGAR as a correspondence file.  Please understand that we may have additional comments after reviewing your responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the staff to be certain that they have provided all information required under the Securities Ex change Act of 1934 and that they have
provided all information investors require fo r an informed decision.  Since the company
and its management are in possession of all f acts relating to a company’s disclosure, they
are responsible for the accuracy and adequacy  of the disclosures they have made.

In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:
• the company is responsible for the adequacy  and accuracy of the disclosure in their
filings;
 • 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 federal securities laws of the United
States.
   In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

Mr. James O. McKenna
Forward Industries, Inc. March 8, 2010 Page 5 of 5
If you have any questions regarding these co mments, please direct them to Jeffrey
Gordon, Staff Accountant, at (202) 551-3866 or, in his abse nce, Lisa Haynes, Staff
Accountant, at (202) 551-3424.
 Sincerely,
 Rufus Decker
 Accounting Branch Chief

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
VIA FACSIMILE AND U.S. MAIL

                                                     	March 10,
2006

Douglas W. Sabra
Chief Financial Officer
Forward Industries, Inc.
1801 Green Road, Suite E
Pompano Beach, FL 33064

	RE:	Form 10-KSB for Fiscal Year Ended September 30, 2005
      Form 10-QSB for Fiscal Quarter Ended December 31, 2005
      File No. 0-6669

Dear Mr. Sabra:

      We have completed our review of your Form 10-KSB and related
filings and have no further comments at this time.

      If you have any further questions regarding our review of
your
filings, please direct them to Ernest Greene, Staff Accountant, at
(202) 551-3733 or in his absence, Jeanne Baker, Assistant Chief
Accountant, at (202) 551-3691.

							Sincerely,

							Rufus Decker
							Accounting Branch Chief

??

??

??

??

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE

</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

Correspondence

  Douglas Sabra

	1801 Green Road, Suite E

	Pompano Beach, Fl 33064

  Tel: (964) 360-6420
	Fax: (954) 419-9735

  Email: dsabra@forwardindustries.com

February 27, 2006

VIA FACSIMILE AND MAIL

Securities and Exchange
Commission

Division of Corporation
Finance

100 F Street, N.E., Stop 7010

Washington, D.C. 20549

Attention: Ernest Greene

RE: SEC Comment Letter
dated February 21, 2006

Dear Mr. Greene:

We have reviewed the comments
included in the Staff's letter dated February 21, 2006 regarding our Form
10-QSB for the fiscal quarter ended December 31, 2005 (File No. 0-6669) filed
by Forward Industries, Inc. ("Forward") with the Commission on February 2,
2006. Your original comments, which we have numbered for convenience of
reference, and our responses thereto, keyed to the numbered comments, are
provided below.

Staff Comment on Form
10-QSB for the fiscal quarter ended December 31, 2005

You
indicate that revenue was adversely affected by the adoption of a sourcing,
billing and payment arrangement for one of your OEM customers in which revenue
is recognized only to the extent of the related gross profit on sales to the
customer. However, in the prior year, the full sales price of the product to
this customer was recognized as revenue. We have the following comments
regarding the adoption of this new arrangement.

	[i]With reference to the
indicators in EITF 99-19 and the specific terms of the sourcing, billing and
payment arrangement, please address the specific facts and circumstances that
resulted in the change from gross revenue reporting to net revenue reporting.

	[ii]Clarify why you adopted
this new arrangement for one of your OEM customers.

	[iii]With reference to the
typical terms of your other revenue arrangements, please support the gross
revenue reporting for these arrangements as presented in your Form 10-K
for the year ended September 30, 2005.

Forward's Response

i. This sourcing, billing,
and payment arrangement pertains to a single customer's product and is unique
to us in that this is our only customer located in China who requires VAT
invoices in Renminbi for products distributed domestically in China.  Because Forward lacks the appropriate registrations and licenses in China to produce Renminbi-based VAT invoices, we must use an intermediary to invoice this
customer.  During the fiscal year ended September 30, 2005 ("Fiscal 2005") and
the three months ended December 31, 2005 (the "2006 Quarter"), the cell phone
carrying case products in question were the only products we sold to this
customer for distribution in China.

Under our original sourcing,
billing, and payment arrangement, which was in place during the first three
quarters of Fiscal 2005 and earlier, we used one of our Chinese suppliers,
which is licensed to invoice in Renminbi domestically in China, as an
intermediary to invoice and collect payment from this customer and remit
payment to us in U.S. dollars.  This supplier did not manufacture or own the
products and merely served as our billing and collection agent with respect to
this customer.  Forward purchased the products from a different, unrelated
supplier, retained title to the products and used the
supplier/intermediary only to ship, invoice, and collect payment from our customer
for the products and remit payment to us in U.S. Dollars, less an
administration fee of eight percent.

ii.  During the third quarter
of Fiscal 2005 we entered into negotiations with this supplier to establish a
new sourcing, billing, and payment arrangement. Under the revised arrangement,
which was effective for the entire fourth quarter of Fiscal 2005[1]
our Chinese supplier/intermediary manufactures or purchases the products from
unrelated third party suppliers, and thereby acquires ownership of the
products, bears the risks and rewards of ownership of the products until
received and accepted by the China customer, invoices the China customer,
collects payment from the China customer in Renminbi, and remits payment to
Forward in U.S. Dollars approximating 30% of the gross sales price
(representing our gross profit), which we recognized as revenue on a net basis.

iii Under the arrangement in
place during the 2006 Quarter, because Forward does not own the product, does
not take title to the product, and does not bear the risks and rewards of
ownership, we recognized revenue on a net basis only to the extent of the
related gross profit on sales to this customer in accordance with EITF 99-19.
This situation would be similar to Forward receiving a sales commission on
these transactions.  Under the arrangement in place during Fiscal 2005, Forward
purchased the products from a different supplier, retained title to the product
and bore the risks and rewards of ownership of the product until it had been
received and accepted by our customer at its premises.  Accordingly, Forward
recognized the full sales price of this product as gross revenue in accordance
with EITF 99-19.  This reflects the revenue recognition policy that Forward
applies with respect to sales of other products to all of its customers,
including the customer in question for product sales outside of China.

As requested in your letter,
Forward acknowledges that:

 Forward is responsible for
     the adequacy and accuracy of the disclosure in its filings;

 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

 Forward
     may not assert Staff comments as a defense in any proceeding initiated by
     the Commission or any person under the federal securities laws of the United States.

If
you should have any further comments or would like to discuss any of the
responses above, please contact me at your convenience.

Sincerely
yours,

Douglas W. Sabra

Chief Financial Officer

Forward Industries, Inc.

(954) 360-6420

cc: Rufus Decker, Branch
Chief

Jeanne Baker, Assistant Chief
Accountant

Patrick Gannon, Kaufman,
Rossin & Co., P.A.

Jerome E. Ball, Chief
Executive Officer, Forward

[1]
Forward did not discuss this change in our billing and collection arrangement
in our Form 10-KSB filing in respect of Fiscal 2005, in light of the following
considerations: (i) when we agreed to change the arrangement in May 2005, we
still had on hand a substantial amount of product that we had purchased and
owned under the original arrangement-it took until late June 2005 to sell that
product, which was recognized at the full sales price of the product, less the
administrative charge; (ii) under Form 10-KSB, small business issuers are not
required to separately present results of operations for the fourth fiscal
quarter, the first full quarter for which we recognized revenue from this
customer on a net basis; and (iii) the amount of revenue that was recognized on
a net basis in the fourth quarter of Fiscal 2005 was not material to our
reported results of operations.  Given the reduced level of our sales in the
2006 Quarter, the impact of the revised arrangement on our reported revenues
became material, and we elected to disclose the new arrangement.