SecProbe.io

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 Lite Strategy, Inc. 9920 Pacific Heights Blvd., Suite 150 San Diego, CA 92121   November 21, 2025   VIA EDGAR TRANSMISSION   Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Jessica Dickerson, Esq. Re: Lite Strategy , Inc. Registration Statement on Form S-3 Filed October 8, 2025 File No. 333-290779 Ladies and Gentlemen:   Pursuant to Rule 461 under the Securities Act of 1933, as amended, Lite Strategy , Inc. hereby requests acceleration of the effective date of its Registration Statement on Form S-3 (File No. 333-290779), so that such registration statement may become effective at 4:00 p.m. (Washington, D.C. time) on November 25, 2025 or as soon as practicable thereafter.   LITE STRATEGY, INC.   By: /s/ Justin J. File Name: Justin J. File Title: Chief Executive Officer and Chief Financial Officer

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 MEI Pharma, Inc.
 9920 Pacific Heights Blvd., Suite 150
 San Diego, CA 92121

 September 3, 2025

 VIA EDGAR TRANSMISSION

 Securities and Exchange Commission
 Division of Corporation Finance
 Office of Life Sciences
 100 F Street, N.E.
 Washington, D.C. 20549
 Attention: Tim Buchmiller, Esq.

 Re:

 MEI Pharma, Inc.
 Registration Statement on Form S-3
 Filed August 6, 2025 (amended August 26, 2025)
 File No. 333-289312

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, MEI Pharma, Inc. (the “Company”) hereby requests acceleration of the effective date of its Registration Statement on Form S-3
 (File No. 333-289312), so that such registration statement may become effective at 4:30 p.m. (Washington, D.C. time) on September 5, 2025, or as soon as practicable thereafter.

 MEI PHARMA, INC.

 By:        /s/ Justin J. File
 Name:   Justin J. File
 Title:     Acting Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
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<FILENAME>filename2.txt
<TEXT>
 August 20, 2025

Justin J. File
Acting Chief Executive Officer
MEI Pharma, Inc.
9920 Pacific Heights Blvd.
Suite 150
San Diego, CA 92121

 Re: MEI Pharma, Inc.
 Registration Statement on Form S-3
 Filed August 6, 2025
 File No. 333-289312
Dear Justin J. File:

 We have conducted a limited review of your registration statement and
have the
following comments.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies 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 registration statement and the
information
you provide in response to this letter, we may have additional comments.

Registration Statement on Form S-3
Cover Page

1. We note that your disclosure throughout your prospectus is not
consistent as to
 whether the resale offering applies only to the Common Stock or to the
Common
 Stock and the various warrants that appear to be offered for resale.
Please either revise
 throughout, including the following sections as examples of locations
where you only
 address the Common Stock, or revise to remove the resale offering of
the various
 warrants:

 About This Prospectus, page 2;
 Prospectus Summary The Offering Selling Stockholders, page 6;
 Prospectus Summary The Offering Use of Proceeds, page 6;
 August 20, 2025
Page 2

 Prospectus Summary The Offering Plan of Distribution, page 6;
 Prospectus Summary The Offering Risk factors, page 6;
 Risk Factors (lead-in paragraph only), page 8;
 Use of Proceeds, page 12;
 Selling Stockholders, page 19 (where you indicate that only Common
Stock are
 being offered and do not include the warrants that are being offered
for resale by
 any of the selling security holders in the table); and
 the fee table (which does not appear to include any of the various
warrants).
2. We note your disclosure that the selling stockholders may sell the
Securities, which
 you have defined as including all of the various warrants being offered
for resale, at
 varying prices. However, we also note that while your common stock is
listed on
 Nasdaq, the various warrants are not listed or quoted. Therefore, in
order to conduct
 this offering consistent with Rule 415(a)(1)(i) of the Securities Act
and Item 501(b)(3)
 of Regulation S-K, the various warrants may only be resold at an initial
fixed price (or
 a range) unless and until the various warrants are listed or quoted on
an exchange or
 trading market, after which the various warrants may be offered and sold
at prevailing
 market prices or at negotiated prices. Please revise to disclose the
fixed price (or
 range) at which the selling security holders will sell the various
warrants until the
 respective warrants are listed or quoted on an exchange or trading
market, after which
 such warrants may be offered and sold at prevailing market prices or at
negotiated
 prices. Ensure that your "Plan of Distribution" section is revised
accordingly.
3. If you are offering the various warrants for resale, please make clear
on your cover
 page and in your prospectus summary that there is no established trading
market for
 the various warrants and that you do not intend to apply to list the
various warrants on
 any securities exchange or nationally recognized trading system. We note
your risk
 factor disclosure on page 8 in this regard.
 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.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
 August 20, 2025
Page 3

 Please contact Tim Buchmiller at 202-551-3635 or Chris Edwards at
202-551-6761
with any questions.

 Sincerely,

 Division of Corporation
Finance
 Office of Life Sciences
cc: Justin W. Chairman, Esq.
</TEXT>
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  February 26, 2024

  VIA EDGAR TRANSMISSION

  Securities and Exchange Commission

  Division of Corporation Finance

  100 F Street, N.E.

  Washington, D.C. 20549

  Attention: Office of Life Sciences

  	Re:	MEI Pharma, Inc.

  		Registration Statement on Form S-3

  		Filed February 20, 2024

  		File No. 333-277201

  Ladies and Gentlemen:

  Pursuant to Rule 461 under the Securities Act of 1933, as amended, MEI Pharma, Inc. (the “Company”) hereby requests acceleration of the effective date of its Registration Statement on Form S-3 (File No. 333-277201), so that such registration statement may become effective at 2:00 p.m. (Washington, D.C. time) on February 28, 2024, or as soon as practicable thereafter.

  					MEI PHARMA, INC.

    By:

    /s/ Justin J. File

    Name:

    Justin J. File

    Title:

    Chief Financial Officer

United States securities and exchange commission logo
February 23, 2024
David M. Urso
President & Chief Executive Officer
MEI Pharma, Inc.
11455 El Camino Real Suite 250
San Diego, California 92130
Re:MEI Pharma, Inc.
Registration Statement on Form S-3
Filed February 20, 2024
File No. 333-277201
Dear David M. Urso:
            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 Tim Buchmiller at 202-551-3635 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Justin W. Chairman, Esq.

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 Justin W. Chairman

+1.215.963.5061

 justin.chairman@morganlewis.com

October 12, 2023

 Securities and Exchange Commission

Division of Corporation Finance

 100 F. Street, N.E.

Washington, D.C. 20549

 Attention: Perry Hindin, Esquire

Re:
 MEI Pharma, Inc.

Preliminary Consent Revocation Statement on Schedule 14A filed September 15, 2023

File No. 000-50484

To Whom it May Concern:

 On behalf of MEI Pharma, Inc. (the
“Company”), we submit this letter to notify the Staff of the Company’s filing of a revised Preliminary Consent Revocation Statement on Schedule 14A. This filing is being made in response to the filing on October 10, 2023, by
Cable Car Capital LLC, Anson Advisors Inc. and the other participants named therein, of a Definitive Consent Statement on Schedule 14A.

 *
* * *

 If you have any questions or comments or require any additional information, please do not hesitate to contact me at +1.215.963.5061 or Bryan S.
Keighery at +1.617.341.7269.

 Very truly yours,

/s/ Justin W. Chairman

 cc: David M. Urso

Morgan, Lewis & Bockius LLP

1701 Market St.

 Philadelphia, PA 19103-2921

 United
States

 +1.215.963.5000

 +1.215.963.5001

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 Justin W. Chairman

+1.215.963.5061

 justin.chairman@morganlewis.com

September 28, 2023

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F. Street, N.E.

Washington, D.C. 20549

Re:
 MEI Pharma, Inc.

 
 Preliminary Consent Revocation Statement on Schedule 14A filed September 15, 2023

 
 File No. 000-50484

To Whom it May Concern:

 On behalf of MEI Pharma, Inc. (the
“Company”), we submit this letter in response to comments from the staff (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”) contained in its letter dated September 24, 2023,
relating to the above referenced Preliminary Consent Revocation Statement on Schedule 14A (the “Consent Revocation Statement”). Concurrently herewith, the Company is filing Amendment No. 1 to the Consent Revocation Statement (the
“Amendment”).

 For the Staff’s convenience, the Staff’s comments have been stated below in their entirety in bold, followed by the
corresponding responses from the Company. Capitalized terms used but not defined in this letter have the meanings ascribed to such terms in the Amendment. Where appropriate, changes conforming to those noted in responses have also been made
elsewhere in the Consent Revocation Statement.

 Preliminary Consent Revocation Statement on Schedule 14A filed September 15, 2023

General

1.
 Disclosure in several locations indicates that “the Anson and Cable Car Group is opportunistically
trying to wrest control of the Company from you and your duly elected Board without paying an appropriate control premium.” The reference to a control premium suggests that the Anson and Cable Car Group is attempting to acquire share capital as
opposed to exercising stockholder rights to seek written consents to remove the existing board. We are unaware of any legal requirement that obligates a non-management party to pay a control premium, or any proxy or consent solicitation undertaken
in compliance with Section 14(a) and corresponding Regulation 14A in which a person soliciting proxies or written consents paid a control premium or made another payment to security holders, in exchange for a vote or consent in favor of its
candidates. Please refrain from creating the impression that a payment is legally or otherwise required in light of the Exchange Rule 14a-9 proscription against omissions of material fact necessary to make the
statements made in light of the circumstances under which they are made not false or misleading.

Response: 
 In the Amendment, all references to a control premium have been removed, and there is no other language
suggesting that a payment is legally or otherwise required.

Morgan, Lewis & Bockius LLP

1701 Market St.

Philadelphia, PA 19103-2921

 +1.215.963.5000

United States

 +1.215.963.5001

 Securities and Exchange Commission 

September 28, 2023

 Page 2

2.
 Disclosure indicates that “[i]f the Anson and Cable Car Group’s director removal proposal was
valid and they obtained the required written consents to remove the members of the Board, it would create a sudden and significant disruption in the governance function of the Company and our Company could have no directors to oversee
business operations.” We note disclosure in the Anson and Cable Car Group’s revised preliminary consent statement filed on August 4, 2023 that were they to “successfully remove some or all of the current directors,
[the Anson and Cable Car Group] would expect any remaining directors and/or the removed directors to work constructively with [them] to reconstitute the Board expeditiously.” Please expand the company’s disclosure to explain its
understanding as to whether, following a successful consent solicitation by the Anson and Cable Car Group, the current board would be immediately removed, or alternatively, if true, that such directors would remain in place until such time as they
had appointed replacement directors in cooperation and in consultation with the Anson and Cable Car Group, as suggested by the Group’s disclosure.

Response: 
 The disclosure in the Amendment contains language making clear that in the event the removal proposal
were to be approved, it is unclear as a matter of Delaware law who the directors of the Company would be and how their replacements would be named. The disclosure does indicate that the Anson and Cable Car Group has suggested it should have a role
in naming the replacement directors through consultation with the removed and/or remaining directors.

3.
 Refer to the following statement in the disclosure:

•

 “The Anson and Cable Car proposals are designed in furtherance of their single-minded agenda to obtain
the Company’s cash as quickly as possible regardless of the opportunity cost to the Company’s potential value-creating clinical development programs.”

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 consent revocation statement or provided to the staff on a supplemental basis. If the company is unable to provide support for such statement, please
remove it from the disclosure. There currently is no disclosure in the company’s preliminary consent revocation statement that provides any reasonable basis for the statement above.

Response: 
 The referenced statement has been revised in the Amendment to provide disclosure indicating that such
statement is a belief of the Company based on the Anson and Cable Car Group’s own public statements regarding their reasons for seeking to remove the current Board members, in which they stress their desire for the Company to prioritize a
return of capital to stockholders rather than the Company’s development initiatives.

4.
 Disclosure states that “[t]he Consent Solicitation does a disservice to all stockholders…by
bypassing processes well-established in law and well-considered in practice to oversee the business strategy and business affairs of the Company. The Company has an Annual General Meeting upcoming at which it will again provide stockholders with an
established mechanism to exercise oversight and control of the Board pursuant to the established provisions of Delaware law.” It is our understanding that the annual meeting could only result in the replacement of a select number of directors
given that the board is classified. As such, the above statement’s reference to a “disservice” by “bypassing processes” and that stockholders will be able to “exercise oversight and control of the Board” appears to
provide an inaccurate comparison of the impacts and effects of the Anson and Cable Car Group’s consent solicitation to remove all current directors on the board and the annual meeting for the election, and potential replacement, of one class of
directors. Please revise to clarify or remove this statement.

 Securities and Exchange Commission 

September 27, 2023

 Page 3

Response: 
 In the Amendment, the referenced statement has been revised to make clear that the Anson and Cable Car
Group’s nominations for election at the annual meeting are for three candidates only.

5.
 Disclose the basis for the company’s belief that the Anson and Cable Car Group’s consent
solicitation is invalid under Delaware law.

Response: 
 The Amendment contains disclosure indicating that the basis for the Company’s belief that the
consent solicitation is invalid under Delaware law is that the Company believes that the purported grounds for removal put forth by the Anson and Cable Car Group do not constitute valid cause for removal under the applicable principles of Delaware
law.

 * * * *

 If you have
any questions or comments regarding these responses or require any additional information, please do not hesitate to contact me at +1.215.963.5061 or Bryan S. Keighery at +1.617.341.7269.

 Very truly yours,

/s/ Justin W. Chairman

 cc: David M. Urso

United States securities and exchange commission logo
September 24, 2023
David Urso
Chief Executive Officer
MEI Pharma, Inc.
11455 El Camino Real, Suite 250
San Diego, California 92130
Re:MEI Pharma, Inc.
Preliminary Consent Revocation Statement on Schedule 14A filed September
15, 2023
File No. 000-50484
Dear David Urso:
            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 these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Preliminary Consent Revocation Statement on Schedule 14A filed September 15, 2023
General
1.Disclosure in several locations indicates that “the Anson and Cable Car Group is
opportunistically trying to wrest control of the Company from you and your duly elected
Board without paying an appropriate control premium.”  The reference to a control
premium suggests that the Anson and Cable Car Group is attempting to acquire share
capital as opposed to exercising stockholder rights to seek written consents to remove the
existing board.  We are unaware of any legal requirement that obligates a non-
management party to pay a control premium, or any proxy or consent solicitation
undertaken in compliance with Section 14(a) and corresponding Regulation 14A in which
a person soliciting proxies or written consents paid a control premium or made another
payment to security holders, in exchange for a vote or consent in favor of its candidates.
Please refrain from creating the impression that a payment is legally or otherwise required
in light of the Exchange Rule 14a-9 proscription against omissions of material fact

 FirstName LastNameDavid Urso
 Comapany NameMEI Pharma, Inc.
 September 24, 2023 Page 2
 FirstName LastNameDavid Urso
MEI Pharma, Inc.
September 24, 2023
Page 2
necessary to make the statements made in light of the circumstances under which they are
made not false or misleading.
2.Disclosure indicates that “[i]f the Anson and Cable Car Group’s director removal proposal
was valid and they obtained the required written consents to remove the members of the
Board, it would create a sudden and significant disruption in the governance function of
the Company and our Company could have no directors to oversee business operations.”
We note disclosure in the Anson and Cable Car Group’s revised preliminary consent
statement filed on August 4, 2023 that were they to “successfully remove some or all of
the current directors, [the Anson and Cable Car Group] would expect any remaining
directors and/or the removed directors to work constructively with [them] to reconstitute
the Board expeditiously.”  Please expand the company’s disclosure to explain its
understanding as to whether, following a successful consent solicitation by the Anson and
Cable Car Group, the current board would be immediately removed, or alternatively, if
true, that such directors would remain in place until such time as they had appointed
replacement directors in cooperation and in consultation with the Anson and Cable Car
Group, as suggested by the Group’s disclosure.
3.Refer to the following statement in the disclosure:

•“The Anson and Cable Car proposals are designed in furtherance of their single-
minded agenda to obtain the Company’s cash as quickly as possible regardless of the
opportunity cost to the Company’s potential value-creating clinical development
programs.”

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 consent revocation statement or provided
to the staff on a supplemental basis.  If the company is unable to provide support for such
statement, please remove it from the disclosure.  There currently is no disclosure in the
company’s preliminary consent revocation statement that provides any reasonable basis
for the statement above.
4.Disclosure states that “[t]he Consent Solicitation does a disservice to all stockholders…by
bypassing processes well-established in law and well-considered in practice to oversee the
business strategy and business affairs of the Company. The Company has an Annual
General Meeting upcoming at which it will again provide stockholders with an established
mechanism to exercise oversight and control of the Board pursuant to the established
provisions of Delaware law.”  It is our understanding that the annual meeting could only
result in the replacement of a select number of directors given that the board is classified.
As such, the above statement's reference to a “disservice” by “bypassing processes” and
that stockholders will be able to “exercise oversight and control of the Board” appears to
provide an inaccurate comparison of the impacts and effects of the Anson and Cable Car
Group's consent solicitation to remove all current directors on the board and the annual
meeting for the election, and potential replacement, of one class of directors.  Please

 FirstName LastNameDavid Urso
 Comapany NameMEI Pharma, Inc.
 September 24, 2023 Page 3
 FirstName LastName
David Urso
MEI Pharma, Inc.
September 24, 2023
Page 3
revise to clarify or remove this statement.
5.Disclose the basis for the company’s belief that the Anson and Cable Car Group’s consent
solicitation is invalid under Delaware law.
            We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please direct any questions to Perry Hindin at 202-551-3444.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions
cc:       Justin W. Chairman

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 September 18, 2023

VIA EDGAR

 U.S. Securities and Exchange Commission

100 F. Street, N.E.

 Washington, D.C. 20549

RE:
 MEI Pharma, Inc.

Commission File Number: 000-50484

Preliminary Consent Revocation Materials

 Ladies
and Gentlemen:

 On behalf of MEI Pharma, Inc., a Delaware corporation (the “Company”), we are transmitting for filing under Rule 14a-6(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company’s preliminary consent revocation statement and form of consent revocation card (the “Preliminary
Consent Revocation Materials”).

 On August 4, 2023, Anson Advisors Inc. and Cable Car Capital LLC (together with certain of
their affiliates, “The Anson and Cable Car Group”) filed Amendment No. 1 to a preliminary consent solicitation statement with the U.S. Securities and Exchange Commission, soliciting written consents from the stockholders of the
Company (i) to repeal certain provisions to the Fifth Amended and Restated By-Laws of the Company; and (ii) to remove, for cause, all of the current directors of the Company (the “Consent
Solicitation”). The Company is filing the Preliminary Consent Revocation Materials because the Preliminary Consent Revocation Materials comment upon and reference The Anson and Cable Car Group’s Consent Solicitation.

Please be advised that, in accordance with Rule 14a-6(b) of the Exchange Act, the Company intends to
release, on or about September 27, 2023, definitive consent revocation materials prior to sending to its stockholders a definitive consent revocation statement and form of consent revocation card. To accommodate the Company’s proposed timing
for the release of definitive consent revocation materials, we would appreciate your prompt attention to the Preliminary Consent Revocation Materials. Please direct any communications concerning the Preliminary Consent Revocation Materials to the
undersigned at (215) 963-5061 or justin.chairman@morganlewis.com or to my partner, Bryan S. Keighery, at (617) 341-7269 or bryan.keighery@morganlewis.com.

Very truly yours,

 /s/ Justin W. Chairman

Justin W. Chairman

 cc: MEI Pharma, Inc.

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 MEI Pharma, Inc.

11455 El Camino Real, Suite 250

San Diego, California 92130

 June 5,
2023

 VIA EDGAR

 United
States Securities and Exchange Commission

 Division of Corporation Finance

Office of Life Sciences

 100 F. Street, N.E.

Washington, D.C. 20549

 Re: MEI Pharma, Inc.

Registration Statement on Form S-4

File No. 333-271481

Request for Acceleration

Ladies and Gentlemen:

Pursuant to Rule 461 the Rules and Regulations promulgated under the Securities Act of 1933, as amended, MEI Pharma, Inc. (the
“Company”) hereby requests that the effectiveness of the above-captioned Registration Statement on Form S-4 (as amended, the “Registration Statement”) be accelerated to Tuesday,
June 6, 2023, at 4:00 p.m., Eastern Time, or as soon as thereafter practicable.

 Once the Registration Statement has
been declared effective, please orally confirm that event with Bryan S. Keighery of Morgan, Lewis & Bockius LLP at (617) 341-7269.

Thank you very much.

Very truly yours,

MEI Pharma, Inc.

By:

 /s/ David M. Urso

Name:

David M. Urso

Title:

Chief Executive Officer

United States securities and exchange commission logo
May 1, 2023
Daniel P. Gold
President and Chief Executive Officer
MEI Pharma, Inc.
11455 El Camino Real, Suite 250
San Diego, California 92130
Re:MEI Pharma, Inc.
Registration Statement on Form S-4
Filed April 28, 2023
File No. 333-271481
Dear Daniel P. Gold:
            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 Joshua Gorsky at 202-551-7836 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Steven Navarro

United States securities and exchange commission logo
May 13, 2020
Daniel P. Gold, Ph.D.
President & Chief Executive Officer
MEI Pharma, Inc.
3611 Valley Centre Drive, Suite 500
San Diego, California 92130
Re:MEI Pharma, Inc.
Registration Statement on Form S-3
Filed May 7, 2020
File No. 333-238056
Dear Dr. Gold:
            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 Irene Paik at 202-551-6553 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Finnbarr D. Murphy

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 MEI Pharma, Inc.

3611 Valley Centre Drive, Suite 500

San Diego, CA 92130

 May 14, 2020

VIA EDGAR TRANSMISSION

 Securities and Exchange
Commission

 Division of Corporation Finance

100 F Street, N.E.

 Washington, D.C. 20549

 Attention:    Office of Life Sciences

Re:
 MEI Pharma, Inc.

 Registration Statement on Form S-3

 Filed  May 7, 2020

 File No. 333-238056

Ladies and Gentlemen:

 Pursuant to Rule 461 under the
Securities Act of 1933, as amended, MEI Pharma, Inc. (the “Company”), hereby requests acceleration of the effective date of its Registration Statement on Form S-3 (File No. 333-238056), so that such registration statement may become effective at 4:00 p.m. (Washington, D.C. time) on May 18, 2020, or as soon as practicable thereafter.

MEI PHARMA, INC.

By:

/s/  Brian G. Drazba

 Name:  Brian G. Drazba

Title:    Chief Financial Officer

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 MEI Pharma, Inc.

3611 Valley Centre Drive, Suite 500

San Diego, CA 92130

 June 14, 2018

VIA EDGAR TRANSMISSION

 Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

Attention:    Abigail Jacobs

   Mary Beth Breslin

Re:
  MEI Pharma, Inc.

   Registration Statement on Form S-3

   Filed June 6, 2018

  File No. 333-225465

Ladies and Gentlemen:

 Pursuant to Rule 461 under the
Securities Act of 1933, as amended, MEI Pharma, Inc. (the “Company”), hereby requests acceleration of the effective date of its Registration Statement on Form S-3 (File
No. 333-225465), so that such registration statement may become effective at 4:00 p.m. (Washington, D.C. time) on June 18, 2018, or as soon as practicable thereafter.

MEI PHARMA, INC.

By:

 /s/ Brian G. Drazba

Name:

Brian G. Drazba

Title:

Chief Financial Officer

June 12, 2018
Daniel P. Gold
President & Chief Executive Officer
MEI Pharma, Inc.
3611 Valley Centre Drive, Suite 500
San Diego, California 92130
Re:MEI Pharma, Inc.
Registration Statement on Form S-3
Filed June 6, 2018
File No. 333-225465
Dear Mr. Gold:
            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 Abigail Jacobs at 202-551-2909 or Mary Beth Breslin at 202-551-3625
with any questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Steven Navarro

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 MEI Pharma, Inc.

11975 El Camino Real, Suite 101

San Diego, CA 92130

 May 11, 2017

VIA EDGAR TRANSMISSION

 Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

Attention:

Suzanne Hayes, Assistant Director, Office of Healthcare and Insurance

Mary Beth Breslin

Christine Westbrook

     Re:

 MEI Pharma, Inc.

 Registration Statement on Form S-3

 Filed May 4, 2017

File No. 333-217645

 Ladies and Gentlemen:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, MEI Pharma, Inc. (the “Company”), hereby requests acceleration of the effective date of its Registration Statement on Form S-3 (File No. 333-217645), so that such registration statement may become effective at 4:00 p.m. (Washington, D.C. time) on May 15, 2017, or as soon as practicable thereafter.

In connection with this request, the Company acknowledges that:

•

should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action
with respect to the filing;

•

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for adequacy and accuracy of the disclosure
in the filing; and

•

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

MEI PHARMA, INC.

By:

 /s/ Brian G. Drazba

Name:

Brian G. Drazba

Title:

Chief Financial Officer

Mail Stop 4546
May 10 , 2017

Daniel P. Gold
President and Chie f Executive Officer
MEI Pharma, Inc.
11975 El Camino Real, Suite 101
San Diego, CA 92130

Re: MEI Pharma, Inc.
  Registration Statement on Form S-3
Filed  May 4 , 2017
  File No.  333-217645

Dear Mr. Gold :

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 Christine Westbrook  at (202) 551 -5019  with any questions.

Sincerely,

 /s/ Mary Beth Breslin for

Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc: Steven A. Navarro, Esq.
 Morgan, Lewis & Bockius LLP

CORRESP
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Correspondence

 November 19, 2013

VIA EDGAR TRANSMISSION

 Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention:

 Jeffrey Riedler, Assistant Director

 Daniel
Greenspan

 Austin Stephenson

 Re:

 MEI Pharma, Inc.

 Post-Effective
Amendment No. 3 to Form S-1 on Form S-3

 Filed November 19, 2013

File No. 333-179590

 Gentlemen:

 Pursuant to Rule
461 under the Securities Act of 1933, as amended, MEI Pharma, Inc. (the “Company”) hereby requests acceleration of the effective date of its Post-Effective Amendment No. 3 to Form S-1 on Form S-3 (File No. 333-179590), so that
such registration statement may become effective at 5:00 p.m. (Washington, D.C. time) on November 21, 2013, or as soon as practicable thereafter.

 In
connection with this request, the Company acknowledges that:

•

should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action
with respect to the filing;

•

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for adequacy and accuracy of the disclosure
in the filing; and

•

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

MEI PHARMA, INC.

By:

/s/ Thomas M. Zech

Name:

Thomas M. Zech

Title:

Chief Financial Officer

CORRESP
1
filename1.htm

CORRESP

 [Letterhead of MEI Pharma, Inc.]

November 19, 2013

 VIA EDGAR TRANSMISSION

 Securities and Exchange Commission

 100 F Street,
N.E.

 Washington, D.C. 20549

Attention:
Jeffrey P. Riedler, Assistant Director

Daniel Greenspan

Austin Stephenson

Re:
MEI Pharma, Inc.

Post-Effective Amendment No. 2 to Form S-1 on Form S-3

Filed November 12, 2013

File No. 333-179590

 Ladies and Gentlemen:

This letter is being filed in response to a comment from the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) transmitted by letter dated November 18, 2013, to Daniel P. Gold, Ph.D., President and Chief Executive Officer of MEI Pharma, Inc. (the “Company”), with respect to the above-referenced
registration statement on Form S-3.

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

1.
Please amend your registration statement to incorporate by reference the Form 10-Q filed on November 8, 2013.

Response:

 Concurrently with this letter,
the Company is filing an amendment to its registration statement that incorporates by reference the Form 10-Q filed on November 8, 2013.

* * * * *

 If you have any
questions concerning the above response, please contact the undersigned at (858) 792-0865 or Thomas M. Zech at (858) 369-7111.

Sincerely,

MEI PHARMA, INC.

By:

      /s/ Daniel P. Gold

     Daniel P. Gold

     President and Chief Executive Officer

 Securities and Exchange Commission

November 19, 2013

 Page 2

cc:
Steven A. Navarro

 Finnbarr D. Murphy

Morgan, Lewis & Bockius LLP

101 Park Avenue

 New York, NY
10178

November 18 , 2013

Via E -mail
Daniel P. Gold
President and Chief Executive Officer
MEI Pharma, Inc.
11975 El Camino Real, Suite 101
San Diego, CA 92130

Re: MEI Pharma , Inc.
  Post-Effective Amendment No. 2 to  Form S-1 on Form S -3
Filed  November 12 , 2013
  File No.  333-179590

Dear Mr. Gold :

We have limited our review of your registra tion statement to the issue we have addressed
in the comment below.

Incorporation by References, page 1

1. Please amend your registration statement to incorporate by reference the Form 10 -Q filed
on November 8, 2013.

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 Act of 193 3 and
all applicable Securities  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.

Notwithstanding our comment , in the event you request acceleration of the effective date
of the pending regi stration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any actio n with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

Daniel P. Gold
MEI Pharma, Inc.
November 18 , 2013
Page 2

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

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilit ies under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to  the requested effective date of the
registration statement.

Please contact Austin Stephenson at (202) 551 -3192 , Daniel Greenspan at (202) 551 -
3623,  or me at (202) 551 -3715 with any  questions.

Sincerely,

 /s/ Daniel Greenspan for

 Jeffrey P. Riedler
Assistant Director

cc: Via E -mail
Finn Murphy , Esq.
Morgan, Lewis & Bockius  LLP

November 26 , 2012

Via E -mail
Daniel P.  Gold
President and Chief Executive Officer
MEI Pharma, Inc.
11975 El Camino Real, Suite 101
San Diego, CA   92130

Re: MEI Pharma, Inc.
 Preliminary Information Statement on Schedule 14C
Filed November 9, 2012
File No.  000 -50484

Dear Mr. Gold :

We have completed 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 respect 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 includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Jeffrey P. Riedler

Jeffrey P. Riedler
Assistant Director

cc: Via E -mail
 Finnbarr D.  Murphy
Morgan, Lewis & Bockius LLP

CORRESP
1
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Response to SEC Comment Letter

 [Letterhead of MEI Pharma, Inc.]

 November 21, 2012

 VIA EDGAR TRANSMISSION

Securities and Exchange Commission

 100 F
Street, N.E.

 Washington, D.C. 20549

Attention:
Jeffrey P. Riedler, Assistant Director

 Karen Ubell

Re:
MEI Pharma, Inc.

Preliminary Information Statement on Schedule 14C

 Filed November 9, 2012

 File No. 000-50484

Ladies and Gentlemen:

 This
letter is being filed in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) transmitted by letter dated November 16, 2012, to Daniel P. Gold, PhD,
President and Chief Executive Officer of MEI Pharma, Inc. (the “Company”), with respect to the above-referenced Preliminary Information Statement on Schedule 14C (the “Information Statement”).

This letter recites the Staff’s comments and then provides the Company’s responses to those comments.

The Reverse Stock Split

 Effect on
Authorized Shares of Common Stock and Preferred Stock, page 8

1.
You disclose that the Reverse Stock Split will reduce the number of issued and outstanding shares which will result in an increase in the number of authorized but
unissued shares. Please expand your disclosure to describe any plans, commitments or arrangements, other than the Transaction, with respect to the increased number of authorized unissued shares of Common Stock. If you do not have any such plans,
commitments or arrangements, please so state.

 Response:

Other than the Transaction, the Company has no plans, commitments or arrangements with respect to the increased number of authorized but
unissued shares of the Company’s common stock that will result from the Reverse Stock Split. We will revise the Information Statement to include disclosure to this effect, as shown on pages 6 and 9 of the blackline of the Information Statement
that is attached as Appendix A to this letter.

 Jeffrey Riedler

 Securities and Exchange Commission

 November 21, 2012

Page 2

 No Going Private Transaction, page 9

2.
Please revise your information statement to disclose the number of record holders before and after completion of the Reverse Stock Split and cash-out of fractional
shareholders. If the number of record holders will fall below 300 please revise your disclosure to provide the information required by Rule 13e-3 of the Securities Exchange Act of 1934. Alternatively, please provide us with your analysis as to why
Rule 13e-3 is not applicable. Please note that we may have further comments after reviewing your revised disclosure and any additional information you provide us supplementally.

Response:

 According to
records obtained from Computershare Inc., the Company’s transfer agent, and from The Depository Trust Company, as of November 16, 2012, there were 338 holders of record of the Company’s common stock, of which nine holders held a
number of shares that would result in such holders being only fractional shareholders that would be cashed out in the Reverse Stock Split. Accordingly, the Company does not expect the number of record holders to fall below 300 in connection with the
Reverse Stock Split and will revise the Information Statement to disclose the foregoing record holder information, as shown on pages 6 and 9 of the blackline of the Information Statement that is attached as Appendix A hereto.

* * * * *

 In
addition, 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.

 If you have any questions concerning responses to these comments, please contact the
undersigned at (858) 792-0865 or Thomas M. Zech at (858) 369-7111.

Sincerely,

MEI PHARMA, INC.

By:

 /s/ Daniel P. Gold

Daniel P. Gold

President and Chief Executive Officer

cc:
Steven A. Navarro

 Finnbarr D.
Murphy

 Morgan, Lewis & Bockius LLP

 101 Park Avenue

 New York, NY 10178

 Appendix A

 Blacklined Changes to Preliminary Information Statement

 [see attached]

 THE REVERSE STOCK SPLIT

Pursuant to the laws of Delaware, our state of incorporation, our Board of Directors must adopt any amendment to our Restated Certificate
of Incorporation and submit the amendment to stockholders for their approval. The affirmative vote of a majority of the outstanding shares of Common Stock is required to approve the amendment. On September 25, 2012, our Board of Directors
unanimously adopted and approved, and on September 27, 2012, our majority stockholder, Novogen Limited, provided its written consent approving, an amendment to our Restated Certificate of Incorporation to effect the Reverse Stock Split of our
Common Stock at a 1-for-10 reverse split ratio. The form of the amendment to our Restated Certificate of Incorporation to effect the Reverse Stock Split of our Common Stock is attached to this Information Statement as Annex A. Our Board of Directors
may determine in its discretion not to proceed with the Reverse Stock Split.

 To avoid the existence of fractional shares of
our Common Stock, stockholders who would otherwise hold fractional shares of Common Stock as a result of the Reverse Stock Split will be entitled to receive cash (without interest or deduction) in lieu of such fractional shares of Common Stock from
our transfer agent, upon receipt by our transfer agent of a properly completed and duly executed transmittal letter and, where shares of Common Stock are held in certificated form, the surrender of all Old Certificate(s), in an amount equal to the
proceeds attributable to the sale of such fractional shares of Common Stock following the aggregation and sale by our transfer agent of all fractional shares of Common Stock otherwise issuable.

At the close of business on November 5, 2012, there were 21,673,482 shares of Common Stock issued and outstanding. An additional
55,000,000 shares of Common Stock (or 5,500,000 shares of Common Stock after giving effect to the Reverse Stock Split) will be issued in the Transaction immediately following the effectiveness of the Reverse Stock Split. Based on the number of
shares of Common Stock currently issued and outstanding, immediately following the completion of the 1-for-10 Reverse Stock Split and the Transaction, there would be approximately 7,667,348 shares of Common Stock issued and outstanding (without
giving effect to the treatment of fractional shares of Common Stock). As of November 16, 2012, we had 338 holders of record, of which nine holders held a number of shares that would result in such holders being only fractional shareholders
that would be cashed out in the Reverse Stock Split. Accordingly, we expect to continue to have over 300 record holders following the Reverse Stock Split. We do not expect the Reverse Stock Split itself to have any economic effect on our
stockholders or holders of options, except to the extent the Reverse Stock Split will result in fractional shares as discussed below.

 As of the date of this Information Statement, we do not have any current plans, commitments or arrangements with respect to the increased number of authorized but unissued
shares of Common Stock that will result from the Reverse Stock Split, other than in connection with the Transaction.

 Reasons for the Reverse Stock Split

 Our Board of Directors authorized the
reverse split of our Common Stock with the primary intent of increasing the price of our Common Stock in order to meet the NASDAQ Capital Market’s price criteria for continued listing on that exchange. Our Common Stock is publicly traded and
listed on the NASDAQ Capital Market under the symbol “MEIP”. Our Board of Directors believes that, in addition to increasing the price of our Common Stock, the Reverse Stock Split would also reduce certain of our costs, such as NASDAQ
listing fees, and make our Common Stock more attractive to a broader range of institutional and other investors. Accordingly, for these and other reasons discussed below, we believe that effecting the Reverse Stock Split is in the Company’s and
our stockholders’ best interests.

 In March 2012, we were notified in writing by NASDAQ that the trading price of our
Common Stock was below the criteria of the NASDAQ Capital Market’s continued listing standards, as the per share closing price of our Common Stock was less than $1.00 for a consecutive 30-trading day period. The letter stated that we had a 180
calendar day cure period, or until September 24, 2012, to bring the price of our Common Stock above

 6

 Effect on Authorized Shares of Common Stock and Preferred Stock

Currently, we are authorized to issue up to a total of 113,100,000 shares, comprising 113,000,000 shares of Common Stock, of which
21,673,482 shares of Common Stock were issued and outstanding as of November 1, 2012, and 100,000 shares of preferred stock, of which 1,000 shares of Series A Convertible Preferred Stock were issued and outstanding as of November 5, 2012. The
proposed amendment to our Restated Certificate of Incorporation will not affect the number of authorized shares of Common Stock or preferred stock.

 Accordingly, the proposed amendment will reduce the number of issued and outstanding shares which will result in an increase in the number of authorized but unissued shares. The Transaction would result
in the issuance of a number of shares, when taking into account shares issuable upon exercise of warrants issued in the Transaction, that exceeds the number of authorized but unissued shares immediately preceding the Reverse Stock Split. We may also
engage in various capital raising transactions, including the issuance of additional shares, in order to enhance our liquidity and fund our development in the future. As of the date of this Information Statement, however, we do not have any
current plans, commitments or arrangements with respect to the increased number of authorized but unissued shares of Common Stock that will result from the Reverse Stock Split, other than in connection
with the Transaction.

 Effect on Par Value

The proposed amendments to our Restated Certificate of Incorporation will not affect the par value of our Common Stock, which will remain
at $0.00000002, or the par value of our preferred stock, which will remain at $0.01.

 Reduction in Stated Capital

As a result of the Reverse Stock Split, upon the Effective Time, the stated capital on our balance sheet attributable to our Common Stock,
which consists of the par value per share of our Common Stock multiplied by the aggregate number of shares of our Common Stock issued and outstanding, will be reduced in proportion to the size of the Reverse Stock Split. Correspondingly, our
additional paid-in capital account, which consists of the difference between our stated capital and the aggregate amount paid to us upon issuance of all currently outstanding shares of our Common Stock, shall be credited with the amount by which the
stated capital is reduced. Our stockholders’ equity, in the aggregate, will remain unchanged.

 No Going Private Transaction

 Notwithstanding the decrease in the number of outstanding shares of Common Stock following the proposed Reverse Stock
Split, our Board of Directors does not intend for this transaction to be the first step in a “going private transaction” within the meaning of Rule 13e-3 of the Exchange Act. As of November 16, 2012, we had 338 holders of record, of
which nine holders held a number of shares that would result in such holders being only fractional shareholders that would be cashed out in the Reverse Stock Split. Accordingly, we expect to continue to have over 300 record holders following the
Reverse Stock Split.

 Book-Entry Shares of Common Stock

 If the Reverse Stock Split is effected, stockholders who hold uncertificated shares of Common Stock (i.e. shares of Common Stock held in book-entry form and not represented by a physical stock
certificate), either as direct or beneficial owners, will have their holdings electronically adjusted by our transfer agent through NASDAQ’s Direct Registration System (and, for beneficial owners, by their brokers or banks that hold in
“street name” for their benefit, as the case may be) to give effect to the Reverse Stock Split.

 Stockholders who
hold uncertificated shares of Common Stock as direct owners will be sent a transmittal letter by our transfer agent and will need to return a properly completed and duly executed transmittal

 9

November 16, 2012

Via E -mail
Daniel P.  Gold
President and Chief Executive Officer
MEI Pharma, Inc.
11975 El Camino Real, Suite 101
San Diego, CA

Re: MEI Pharma, Inc.
 Preliminary Information Statement on Schedule 14C
Filed November 9, 2012
File No.  000 -50484

Dear Mr. Gold :

We have limited our review of your filing to the issues addressed in 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, w e may have  additional comments.

The Reverse Stock Split
Effect on Authorized Shares of Common Stock and Preferred Stock, page 8

1. You disclose that the Reverse Stock Split will reduce the number of issued and
outstanding shares which will result in an in crease in the number of authorized but
unissued shares.  Please expand your disclosure to describe  any plans, commitments or
arrangements , other than the Transaction,  with respect to the  increased number of
authorized unissued shares of Common Stock.   If you do not have any such plans,
commitments or arrangements, please so state.

No Going Private Transaction, page 9

2. Please revise your information  statement to disclose the number of record holders before
and after completion of the Reverse Stock Split and cash -out of fractional shareholders. If
the number of record holders will fall below 300 please revise your disclosure to provide

Daniel P.  Gold
MEI Pharma, Inc.
November 16, 2012
Page 2

 the information required by Rule 13e -3 of the  Securities Exchange Act of 1934.
Alternatively, please provide us with y our analysis as to why Rule 13e -3 is not
applicable . Please note that we may have further comments after reviewing your revised
disclosure and any additional information you provide us supplementally.

We urge all persons who are responsible for the accur acy 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.

 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 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 contact  Karen Ubell at (202) 551 -3873  or me at (202) 551 -3715  with any
questions.

Sincerely,

 /s/ Jeffre y P. Riedler

Jeffrey P. Riedler
Assistant Director

cc: Via E -mail
 Finnbarr D.  Murphy
Morgan, Lewis & Bockius LLP

CORRESP
1
filename1.htm

Correspondence

 [Letterhead of MEI Pharma, Inc.]

 November 6, 2012

 VIA EDGAR TRANSMISSION

Securities and Exchange Commission

 100 F
Street, N.E.

 Washington, D.C. 20549

Attention:

Jeffrey Riedler, Assistant Director

Johnny Gharib

Bryan J. Pitko

    Re:

MEI Pharma, Inc.

Registration Statement on Form S-3 (Registration No. 333-184011)

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, MEI Pharma, Inc. (the “Company”) hereby requests acceleration of the effective date of its Registration Statement on Form S-3
(Registration No. 333-184011), so that the Registration Statement may become effective at 4:30 p.m. (Washington, DC time) on November 8, 2012, or as soon as practicable thereafter.

 In connection with this request, the Company acknowledges that:

•

 should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing
effective, it does not foreclose the Commission from taking any action with respect to the filing;

•

 the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from
its full responsibility for adequacy and accuracy of the disclosure in the filing; and

•

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

MEI PHARMA, INC.

By:

 /s/ Thomas M. Zech

Name:

Thomas M. Zech

Title:

Chief Financial Officer

CORRESP
1
filename1.htm

CORRESP

 [Letterhead of MEI Pharma, Inc.]

 October 12, 2012

 VIA EDGAR TRANSMISSION

Securities and Exchange Commission

 100 F
Street, N.E.

 Washington, D.C. 20549

Attention:
Jeffrey P. Riedler, Assistant Director

 Johnny Gharib

 Bryan Pitko

Re:
MEI Pharma, Inc.

Registration Statement on Form S-3

 Filed September 21, 2012

 File No. 333-184011

Ladies and Gentlemen:

 This
letter is being filed in response to a comment from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) transmitted by letter dated October 4, 2012, to Daniel P. Gold, PhD,
President and Chief Executive Officer of MEI Pharma, Inc. (the “Company”), with respect to the above-referenced Registration Statement on Form S-3 (the “Registration Statement”).

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

1.
We note that, in addition to the 1,174,536 shares of common stock issued to the selling stockholder pursuant to the Asset Purchase Agreement, you are attempting to
register the resale of 1,390,464 shares of common stock that are issuable upon the achievement of certain clinical and regulatory milestones. Please provide your legal analysis as to why the 1,390,464 shares of common stock are ripe for
registration. We note that you are attempting to register the resale of such shares when they have not yet been issued and may never be outstanding if the clinical and regulatory milestones set forth in the Asset Purchase Agreement do not occur or
if you pay the “Phase 3 Milestone Event” payment entirely in cash.

 Response:

As described in the Registration Statement, on August 22, 2012, the Company consummated its acquisition (the
“Acquisition”) from S*Bio Pte Ltd., a Singapore private limited company (“S*Bio”), of all of S*Bio’s right, title and interest in certain intellectual property and other assets related to compounds SB939,
SB1304, SB1354 and SB1502 (the “Acquired Compounds”), pursuant to the terms of an Asset Purchase Agreement, dated August 7, 2012 (the “Asset Purchase Agreement”).

 Jeffrey Riedler

 Securities and Exchange Commission

 October 12, 2012

 Page
 2

 Pursuant to the terms of the Asset Purchase Agreement, as part of the consideration for
the Acquired Compounds, the Company agreed to make certain milestone payments to S*Bio upon the achievement of certain clinical, regulatory and net sales-based milestones. Upon the occurrence of the dosing of a patient in a Phase 3 trial (or, under
certain circumstances, a Phase 2 trial) of a product containing any of the Acquired Compounds (the “First Milestone Event”), the Company has agreed to pay S*Bio $200,000 in cash as well as shares of Common Stock (the
“Milestone Payment Shares”) having a market value of $500,000, as determined in accordance with the terms of the Asset Purchase Agreement. The Company may pay the $500,000 in Milestone Payment Shares if the Milestone Payment Shares
have been registered for resale under the Securities Act of 1933, are listed on Nasdaq and do not require stockholder approval, and such amount is otherwise payable in cash. The Milestone Payment Shares are issuable without the payment by S*Bio of
any additional consideration or the performance by S*Bio of any additional acts, and without any investment decision by S*Bio.

General Instruction I.B.3 to Form S-3 provides that an issuer is eligible to use Form S-3 to register “[o]utstanding securities to
be offered for the account of any person other than the issuer, . . . if securities of the same class are listed and registered on a national securities exchange or are quoted on the automated quotation system of a national securities
association.” In its Compliance and Disclosure Interpretations (“C&DIs”) for the Securities Act Forms, the Staff previously addressed whether shares that are issuable in a merger transaction, but are not yet outstanding,
can be registered on Form S-3 pursuant to General Instruction I.B.3. Specifically, Question 116.05 provides:

 Question:
In reliance on Securities Act Section 4(2), a merger transaction will not be registered. May resales of earnout shares to be issued in connection with the merger be registered on Form S-3 pursuant to General Instruction I.B.3 after the
consummation of the merger, even though the shares have not been earned and are not outstanding at the time the registration statement is filed?

 Answer: Yes. [Feb. 27, 2009]

 We respectfully submit that the Milestone
Payment Shares that may be issuable under the terms of the Asset Purchase Agreement are eligible for registration on Form S-3 immediately following the closing of the Acquisition because such shares are “earnout” shares in accordance with
the Staff’s guidance provided in C&DI Question 116.05. In Question 116.05, the Staff confirmed that earnout shares in a merger context are eligible for registration on Form S-3. Although using different terminology, there is no meaningful
legal distinction between “earnout shares” and “milestone shares.” In both cases, the issuer is contractually obligated under the terms of the merger or purchase agreement to issue the shares upon the occurrence of future events,
whether the events are based on financial metrics, the receipt of regulatory approvals or some other event. Although the fact pattern envisioned by the Staff in Question 116.05 involves a merger transaction, there is no meaningful distinction
between the payment of earnout and milestone shares in an acquisition transaction structured as a merger or as an asset purchase. This is consistent with the

 Jeffrey Riedler

 Securities and Exchange Commission

 October 12, 2012

 Page
 3

equivalent treatment of securities acquired as contingent payments of the purchase price for the sale of an equity interest in a business (as in a merger) or the assets of a business (as in an
asset purchase) for purposes of calculating the holding period under Rule 144(d)(3)(iii), which in each case are deemed to have been acquired at the time of such sale if subject only to conditions other than the payment of additional consideration
for such securities.

 The Milestone Payment Shares are issuable by the Company upon the achievement of the First Milestone
Event relating to the Acquired Compounds under the terms of the Asset Purchase Agreement, without any requirement for S*Bio to provide the Company with any additional consideration or perform any additional acts, nor make any investment decision.
Accordingly, the Milestone Payment Shares are eligible for registration on the Company’s Registration Statement.

 If you
have any questions concerning responses to these comments, please contact the undersigned at (858) 792-0865 or Thomas M. Zech at (858) 369-7111.

Sincerely,

MEI PHARMA, INC.

By:

/s/ Daniel P. Gold

Daniel P. Gold

President and Chief Executive Officer

cc:
Steven A. Navarro

 Finnbarr D.
Murphy

 Morgan, Lewis & Bockius LLP

 101 Park Avenue

 New York, NY 10178

October 4, 2012

Via E -mail
Daniel P. Gold
President and Chief Executive Officer
MEI Pharma, Inc.
11975 El Camino Real, Suite 101
San Diego, California 92130

Re: MEI Pharma, Inc.
  Registration Statement on Form S -3
Filed  September 21, 2012
  File No.  333-184011

Dear Mr. Gold :

We have limited our review of your  registration statement to those issues we hav e
addressed in our comment.   In our comment, we ask you to provide us with information so we
may better understand your disclosure.

Please respond to this letter by providing the requested information.   Where you do not
believe our comment appl ies to your facts and circumstance s please tell us why in your response.

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

1. We note that, in addition to the 1,174,536 shares of common stock issued to the
selling stockholder pursu ant to the Asset Purchase Agreement, you are attempting to
register the resale of 1,390,464 shares of common stock that are issuable upon the
achievement of certain clinical and regulatory milestones.  Please provide your legal
analysis  as to why the 1,390,464 s hares of common stock are ripe for registration.
We note that you are attempting to register the resale of such shares when they have
not yet been issued and may never be outstanding if the clinical and regulatory
milestones set forth in the Asset Purchas e Agreement do not occur or if you pay the
“Phase 3 Milestone Event” payment entirely in cash.

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 Act of 1933 and
all applicable Securities Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they hav e made.

Daniel P. Gold
MEI Pharma, Inc.
October 4, 2012
Page 2

 Notwithstanding our comment , in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pu rsuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filin g effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

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

Please refer to Rules 460 and 461 regarding requests for acceleration.  We will consider a
written request for acceleration of the effective date of the registrati on statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securi ties specified in the above registration statement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

Please contact Johnny Gharib at (202) 551 -3170, Bryan Pitko at (202) 551-3203  or me at
(202) 551 -3575 with any  questions.

Sincerely,

 /s/ Bryan J. Pitko for

 Jeffrey Riedler
Assistant Director

cc: Via E -mail
 Finnbarr D. Murphy, Esq.
 Morgan, Lewis & Bockius LLP
 101 Park Avenue
 New York, New York 10178

CORRESP
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filename1.htm

Acceleration Request

 [Letterhead of Marshall Edwards, Inc.]

March 22, 2012

 VIA EDGAR
TRANSMISSION

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Attention:
Jeffrey P. Riedler – Assistant Director

Division of Corporation Finance

Re:
Marshall Edwards, Inc. Registration Statement on Form S-1

(Registration No. 333-179590)

Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended, Marshall Edwards, Inc. (the “Company”) hereby requests acceleration of the effective date of its Registration Statement on Form S-1 (Registration No. 333-179590), as amended, so that the
Registration Statement may become effective at 2:00 p.m. (Washington, DC time) on March 26, 2012, or as soon as practicable thereafter.

In connection with this request, the Company acknowledges that:

•

 should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing
effective, it does not foreclose the Commission from taking any action with respect to the filing;

•

 the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from
its full responsibility for adequacy and accuracy of the disclosure in the filing; and

•

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

MARSHALL EDWARDS, INC.

By:

/s/ Thomas M. Zech

Name:

Thomas M. Zech

Title:

Chief Financial Officer

February 28, 2012
 Via Email

Daniel P. Gold
President and Chief Executive Officer
Marshall Edwards, Inc. 11975 El Camino Real, Suite 101  San Diego, California 92130
Re: Marshall Edwards, Inc.
  Registration Statement on Form S-1
Filed February 21, 2012
  File No. 333-179590

Dear Mr. Gold:
 We have limited our review of your registrati on statement to the issue we have addressed
in our comment below.  Please respond to this letter by amending your registration statement and
providing the requested information.  Where you do not believe our comment applies to your
facts and circumstances or do not believe an am endment is appropriate, please tell us why in
your response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to this comment, we may have additional comments.

General

1. Please amend your filing pre-effectively to incl ude the principal amount of securities to
be offered, including the total number of  shares of common stock underlying the
subscription rights both in total and per subs cription right.  We advise you that we will
not be in a position to declare the registrati on statement effective until such information is
included in the filing.  See C&DI 227.02, Securi ties Act Rules, available at www.sec.gov
for guidance.  In the amendment, please al so include any other material non-pricing
related information to be inserted prior to effectiveness.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Daniel P. Gold
President and Chief Executive Officer
Marshall Edwards, Inc.
 February 28, 2012
Page 2

 Notwithstanding our comment, in the event you request acceleration of the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.  Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.
 You may contact Laura Crotty at (202) 551-3563, Daniel Greens pan at (202) 551-3623,
or me at (202) 551-3715 with any other questions.
Sincerely,
   /s/ Daniel Greenspan for
Jeffrey P. Riedler Assistant Director
cc: Steven A. Navarro, Esq. (Morgan, Lewis & Bockius LLP)

CORRESP
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Acceleration Request

 [Letterhead of Marshall Edwards, Inc.]

August 11, 2011

 VIA EDGAR
TRANSMISSION

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Attention:
Jeffrey P. Riedler, Assistant Director

 Scot Foley

 Daniel Greenspan

Re:
Marshall Edwards, Inc.

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

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended,
Marshall Edwards, Inc. (the “Company”) hereby requests acceleration of the effective date of its Registration Statement on Form S-3 (Registration No. 333-174789), as amended, so that the Registration Statement may become effective at
5:00 p.m. (Washington, DC time) on August 15, 2011, or as soon as practicable thereafter.

 In connection with this request, the Company
acknowledges that:

•

 should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing
effective, it does not foreclose the Commission from taking any action with respect to the filing;

•

 the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from
its full responsibility for adequacy and accuracy of the disclosure in the filing; and

•

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

 MARSHALL EDWARDS, INC.

By:
/s/ Thomas M.
Zech

Name:
Thomas M. Zech

Title:
Chief Financial Officer

CORRESP
1
filename1.htm

Comment and Response Letter

 [Letterhead of Marshall Edwards, Inc.]

August 4, 2011

 VIA EDGAR

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Attention:
Jeffrey P. Riedler, Assistant Director

Scot Foley

Daniel Greenspan

Re:
    Marshall Edwards, Inc.

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

Ladies and Gentlemen:

 This letter is being
filed in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) transmitted by letter dated July 26, 2011, to Daniel P. Gold, PhD, Chief Executive Officer of Marshall
Edwards, Inc. (the “Company”), with respect to the above-referenced Registration Statement on Form S-3 (the “Form S-3”) filed with the Commission on June 8, 2011.

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

Comment:

 General

1. We note your response to our prior comment 1. Based on the limited time the selling shareholders have held their shares, the
large number of shares being registered for resale and the significant reduction of the selling shareholders’ market risk for the securities they purchased, the transaction appears to be a primary offering. In regard to the selling
shareholders’ market risk, you state in your response that the selling shareholders have “only limited downside protection.” However, we note the following:

•

 the selling shareholders are entitled to receive up to 2,332,583 additional common shares (“Adjustment Shares”) to the extent that the
price of the Company’s common stock is below the original purchase price of $1.333 per share, but greater than or equal to $0.75 per share on certain dates;

•

 if the price of the Company’s common stock is below $0.75 on certain dates the Company will refund to the selling shareholders an amount in
cash per share of common stock purchased by the selling shareholders equal to the difference between $0.75 and the price of the common stock on such dates; and

•

 the exercise price of the Series A and B Warrants is subject to a full-ratchet adjustment if and when the Company issues or sells shares of
common stock at a price less than the exercise price immediately prior to such issue or sale.

 Securities and Exchange Commission

 August 4, 2011

  Page
 2
 of 2

 Please provide your analysis why, given that these features appear to
substantially mitigate the selling shareholders’ market risk with respect to the shares purchased, that we should not view this offering as an indirect primary offering by the Company.

Response:

 In order to comply with the
Commission’s primary offering test for Rule 415, the Company will amend the Registration Statement to reduce the number of shares of common stock to be registered from 5,251,315 shares of common stock to 835,217 shares of common stock. All of
these 835,217 shares of common stock were issued in the private placement on May 18, 2011, and no warrants, or shares of common stock issuable upon exercise of warrants, issued in the private placement are proposed to be registered on the
Registration Statement, nor are any of the potentially issuable adjustment shares.

 As of May 17, 2011, the date immediately prior to the
consummation of the private placement transaction, 2,426,425 shares of the Company’s common stock were held by non-affiliates. As a result, the 835,217 shares proposed to be registered for resale by the selling shareholders on the Registration
Statement equal less than 35% of the shares of the Company’s common stock held by non-affiliates as of such date.

 ****

 If you have any questions concerning responses to these comments, please contact the undersigned at (858) 792-0865 or Thomas M. Zech at
(858) 679-7111.

Very truly yours,

/s/ Daniel P. Gold

Daniel P. Gold

President and Chief Executive Officer

cc:
    Steven A. Navarro

     Finnbarr D. Murphy

     Morgan,
Lewis & Bockius LLP

     101 Park Avenue

    New York, New York 10178

July 26, 2011
 Via E-mail

Daniel P. Gold President & Chief Executive Officer Marshall Edwards, Inc.  11975 El Camino Real, Suite 101 San Diego, California 92130
Re: Marshall Edwards, Inc.
  Registration Statement on Form S-3
Filed June 8, 2011
  File No. 333-174789

Dear Mr. Gold:
 We have reviewed your correspondence dated July 1, 2011 and we have one additional
comment.  Please respond to this  letter by providing the requeste d information.  To the extent
that you do not believe our commen t applies to your facts and circ umstances, please tell us why
in your next response.
 After reviewing the information you provide in  response to this comment, we may have
additional comments.

General

1. We note your response to our prior comment 1.  Based on the limited time the selling
shareholders have held their sh ares, the large number of shares  being registered for resale
and the significant reduction of  the selling shareholders’ market risk for the securities
they purchased, the transaction appears to be a primary offering.  In regard to the selling
shareholders’ market risk, you state in your re sponse that the selling shareholders have
“only limited downside protection.”  However, we note the following:

 the selling shareholders are entitle d to receive up to 2,332,583 additional
common shares (“Adjustment Shares”) to  the extent that the price of the
Company’s common stock is below the original purchase price of $1.333 per
share, but greater than or equal to  $0.75 per share on certain dates;

 if the price of the Company’s common stock is below $0.75 on certain dates
the Company will refund to the selling shareholders an amount in cash per
share of common stock purchased by the selling shareholders equal to the difference between $0.75 and the price of the common stock on such dates;
and

Daniel P. Gold Marshall Edwards, Inc.  July 26, 2011 Page 2

 the exercise price of the Series A and B Warrants is subject to a full-ratchet
adjustment if and when the Company i ssues or sells shares of common stock
at a price less than the ex ercise price immediately prio r to such issue or sale
 Please provide your analysis why, given that these features appear  to substantially
mitigate the selling shareholders’ market risk with respect to the shares purchased, that
we should not view this offering as an indirect primary offering by the Company.
  Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.  Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

Daniel P. Gold Marshall Edwards, Inc.  July 26, 2011 Page 3

 Please contact Scot Foley at (202) 551-3383, Daniel Greenspan at (202) 551-3623 or me
at (202) 551-3715 with any questions.
Sincerely,
   /s/ Daniel Greenspan for
Jeffrey Riedler Assistant Director
 cc: Steven A. Navarro, Esq.   Morgan, Lewis & Bockius LLP  101 Park Avenue
New York, New York 10178

CORRESP
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filename1.htm

Comment and Reponse Letter

 [Letterhead of Marshall Edwards, Inc.]

July 1, 2011

 VIA EDGAR

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Attention: Jeffrey P. Riedler, Assistant Director

 Daniel Greenspan

Re:
Marshall Edwards, Inc.

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

 Ladies and Gentlemen:

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

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

 General

 1. We note that you are registering the sale of 5,251,315 common shares.
Given the size relative to the number of shares outstanding held by non-affiliates, the nature of the offering and the selling shareholders, the transaction appears to be a primary offering. Because you are not eligible to conduct a primary offering
on Form S-3 you are not eligible to conduct a primary at-the-market offering under Rule 415(a)(4).

 If you disagree with our
analysis, please advise the staff of your basis for determining that the transaction is appropriately characterized as a transaction that is eligible to be made under Rule 415(a)(1)(i). In your analysis, please address the following among any other
relevant factors:

•

 The number of selling shareholders and the percentage of the overall offering made by each shareholder;

•

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

 Securities and Exchange Commission

 July 1, 2011

  Page
 2
 of 11

•

 The relationship of each selling shareholder to you, including an analysis of whether the selling shareholder is an
affiliate;

•

 Any relationships among the selling shareholders;

•

 The dollar value of the shares registered in relation to the proceeds that you received from the selling shareholders for the securities,
excluding amounts of proceeds that were returned (or will be returned) to the selling shareholders and/or their affiliates in fees or other payments;

•

 The discount at which the shareholders will purchase the common stock underlying the warrants upon exercise; and

•

 Whether or not any of the selling shareholders is in the business of buying and selling securities.

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

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

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

•

 How long the selling shareholders have held the shares

•

 The circumstances under which the selling shareholders received the shares

•

 The relationship of the selling shareholders to the issuer

•

 The number of shares being sold

•

 Whether the selling shareholders are in the business of underwriting securities

•

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

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

 Securities and Exchange Commission

 July 1, 2011

  Page
 3
 of 11

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

 Background

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

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

•

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

•

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

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

 Securities and Exchange Commission

 July 1, 2011

  Page
 4
 of 11

•

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

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

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

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

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

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

 Securities and Exchange Commission

 July 1, 2011

  Page
 5
 of 11

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

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

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

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

 Number of Investors; Percentage of Overall Offering

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

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

 Securities and Exchange Commission

 July 1, 2011

  Page
 6
 of 11

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

 Number of Shares being
Sold

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

June 21, 2011
 Via E-mail

Daniel P. Gold President & Chief Executive Officer Marshall Edwards, Inc.  11975 El Camino Real, Suite 101 San Diego, California 92130
Re: Marshall Edwards, Inc.
  Registration Statement on Form S-3
Filed June 8, 2011
  File No. 333-174789

Dear Mr. Gold:
 We have limited our review of your registra tion statement to those issues we have
addressed in our comments.  In our first comment,  we ask you to provide us with information so
we may better understand your disclosure.
 Please respond to this letter by amending your registration statement or providing the
requested information, as applicable.  Where you do not believe our comments apply to your
facts and circumstances or do not believe an am endment is appropriate, please tell us why in
your response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.

General

1. We note that you are registering the sale  of 5,251,315 common shares.  Given the size
relative to the number of shares outstanding held by non- affiliates, the nature of the
offering and the selling shareholders, the tran saction appears to be a primary offering.
Because you are not eligible to conduct a primary offering on Form S-3 you are not eligible to conduct a primary at-the-m arket offering under Rule 415(a)(4).
 If you disagree with our analysis, please advi se the staff of your basis for determining
that the transaction is appropriately characterized as a transaction that is eligible to be made under Rule 415(a)(1)(i).  In your analysis, please address the following among any other relevant factors:

 The number of selling shareholders and the percentage of the overall offering made
by each shareholder;

Daniel P. Gold Marshall Edwards, Inc.  June 21, 2011 Page 2

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

 The relationship of each selli ng shareholder to you, includi ng an analysis of whether
the selling shareholder is an affiliate;

 Any relationships among the selling shareholders;

 The dollar value of the shares registered in relation to the proceeds that you received
from the selling shareholders for the s ecurities, excluding amounts of proceeds that
were returned (or will be returned) to the selling shareholders and/or their affiliates in
fees or other payments;

 The discount at which the shareholders will purchase the common stock underlying
the warrants upon exercise; and

 Whether or not any of the selling shareholde rs is in the business of buying and selling
securities.

Incorporation of Certain Info rmation by Reference, page 23

2. We note that you are incorporating by refere nce a Current Report on Form 8-K that was
filed on March 16, 2011.  As there was no 8-K fi led on that date, but there was one filed
on March 18, 2011, it appears that this date is in error.  Please amend this registration
statement to make the appropriate correction.
 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

Daniel P. Gold Marshall Edwards, Inc.  June 21, 2011 Page 3

  the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.  Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.
 Please contact Scot Foley at (202) 551-3383, Daniel Greenspan at (202) 551-3623 or me
at (202) 551-3715 with any questions.
Sincerely,
   /s/  Daniel Greenspan for
Jeffrey Riedler Assistant Director
 cc: Steven A. Navarro, Esq.   Morgan, Lewis & Bockius LLP  101 Park Avenue
New York, New York 10178

CORRESP
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Acceleration Request

 [Letterhead of Marshall Edwards, Inc.]

March 3, 2011

 VIA EDGAR
TRANSMISSION AND FACSIMILE

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Attention:

Sebastian Gomez Abero

Division of Corporation Finance

 Re:

Marshall Edwards, Inc. Registration Statement on Form S-4

(Registration No. 333-172006)

 Ladies and
Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, Marshall Edwards, Inc. (the “Company”) hereby
requests acceleration of the effective date of its Registration Statement on Form S-4 (Registration No. 333-172006), as amended, so that the Registration Statement may become effective at 3:00 p.m. (Washington, DC time) on March 7, 2011,
or as soon as practicable thereafter.

 In connection with this request, the Company acknowledges that:

•

 should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing
effective, it does not foreclose the Commission from taking any action with respect to the filing;

•

 the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from
its full responsibility for adequacy and accuracy of the disclosure in the filing; and

•

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

MARSHALL EDWARDS, INC.

By:

         /s/ Thomas M. Zech

Name:       Thomas M. Zech

Title:         Chief Financial Officer

CORRESP
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Comment and Response Letter

 [Letterhead of Marshall Edwards, Inc.]

February 16, 2011

 VIA EDGAR

Securities and Exchange Commission

 100 F
Street, N.E.

 Washington, D.C. 20549

Attention:

Jeffrey P. Riedler, Assistant Director

Sebastian Gomez Abero

Re:
Marshall Edwards, Inc.

Registration Statement on Form S-4 (File No. 333-172006)

 Ladies and Gentlemen:

 This letter is being filed in response to comments from the staff (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) transmitted by letter dated February 10, 2011, to the undersigned Daniel P. Gold, PhD, Chief Executive Officer of Marshall Edwards, Inc. (the
“Company”), with respect to the above-referenced Registration Statement on Form S-4 (the “Form S-4”) filed with the Commission on February 1, 2011.

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

 General

1.
Comment: Please revise your registration statement to include with respect to both Marshal[l] Edwards, Inc. and Novogen Limited pro forma financial
statements giving effect to the transaction. Alternatively, please provide us with a detailed analysis supporting your conclusion that you are not required to include such pro forma financial statements.

Response:

 Article 11 of
Regulation S-X requires pro forma financial information to be presented under specified circumstances, including when a significant business combination has occurred or is probable and/or when consummation of other events or transactions has
occurred for which disclosure of pro forma financial information would be material to investors. The Company has determined that inclusion of pro forma information is not required in its Form S-4 for the Isoflavone Transaction because the
transaction does not constitute a business combination and that disclosure of pro forma financial information would not be material to investors.

 As described in the Form S-4, the Isoflavone Transaction involves the Company’s purchase of certain intellectual property (the “Isoflavone-related Assets”) related to isoflavone
technology that is currently owned by its majority stockholder Novogen Limited (“Novogen”), and some of which is licensed from Novogen by the Company, in exchange for 1,000 shares of Series A Convertible Preferred Stock, par value $0.01
per share, of the Company. As explained below, the Company has determined that the assets being acquired do not constitute a “business” and therefore the transaction is not a “business combination”
under Rule 11-01 of Regulation S-X or under generally accepted accounting principles.

 Securities and Exchange
Commission

 February 16, 2011

 Page 2
of 4

 The Isoflavone-related Assets being acquired by the Company do not constitute a separate entity, a
subsidiary or a division of Novogen for which Rule 11-01(d) states that a presumption of being a “business” would exist. Rule 11-01(d) further states that in evaluating whether an acquisition of a lesser component of an entity constitutes
a business the following facts and circumstances, among others, should be considered:

 (1) Whether the nature of the revenue
producing activity of the component will remain generally the same as before the transaction. The Isoflavone-related Assets comprise intellectual property rights relating to a wide range of isoflavone plant compounds, the vast majority of which
have not been under development for any use. As such, the Isoflavone-related Assets have not historically produced any revenue for Novogen, other than license fees paid by the Company for limited uses of a small portion of such intellectual property
relating solely to the potential development of cancer treatment applications. These license agreements (which are the only license agreements Novogen has entered into for any of the Isoflavone-related Assets) will be terminated upon consummation of
the transaction. The Isoflavone-related Assets do not include any products approved for commercial use and the Company does not expect the Isoflavone-related Assets to produce any revenues unless and until the Company is able to obtain regulatory
approval for commercial use of drug candidates based on such assets. The Company’s current development plans related to the drug candidates based on certain of the Isoflavone-related Assets are in their pre-clinical stage of development and
regulatory approval for commercial use is not expected to be received in the short term. Furthermore, the Company has not entered into any joint development, license or marketing agreements with third parties.

(2) Whether any of the following attributes remain with a component after the transaction: (i) physical facilities,
(ii) employee base, (iii) market distribution system, (iv) sales force, (v) customer base, (vi) operating rights, (vii) production techniques and (viii) trade names. As a collection of intellectual
property for which no commercial use has been approved by regulators (nor as described above is any such approval expected in the short term), none of these attributes are applicable to the Isoflavone-related Assets. Specifically, the
Isoflavone-related Assets do not include physical facilities, an employee base, market distribution system, sales force, customer base, operating rights, production techniques or trade names.

 Based on the factors discussed above, the Company does not believe that the Isoflavone-related Assets constitute a business and therefore the Company does not believe that the Isoflavone Transaction
constitutes a business combination.

 In addition, as discussed below, the Company does not believe the presentation of such pro forma
financial information would be material to investors in either the Company or Novogen so as to warrant disclosure in accordance with Rule 11-01(a) (8) of Regulation S-X. Rather, the Company intends to add additional narrative discussion in the
Form S-4 in the sections entitled “Summary—Anticipated Accounting Treatment” on page 6 and “The Isoflavone Transaction—Anticipated Accounting Treatment” on page 47 to help readers better understand the impact of this
transaction. This is explained below.

 Presentation of pro forma financial statements would not be material to investors due to there being no
impact on the financial statements of the Company or Novogen for the year ended June 30, 2010 or the six months ended December 31, 2010 other than the elimination of $1,500,000 of license fees expensed and paid to Novogen by the Company
during the fiscal year ended June 30, 2010. Furthermore, the Company will record the Isoflavone-related Assets acquired as a result of the Isoflavone Transaction at their historical carrying amounts, as originally recorded by Novogen, which
were zero ($0), because the transaction is between entities under common control. The Company will record as a reduction in shareholders equity, the excess of the fair

 Securities and Exchange
Commission

 February 16, 2011

 Page 3
of 4

value of the 1,000 shares of the Series A Convertible Preferred Stock to be issued as consideration over the zero ($0) carrying amounts of the assets acquired. The fair value of the 1,000 shares
of the Series A Convertible Preferred Stock to be issued as consideration in the transaction will be recorded as an increase in shareholders’ equity, offsetting the reduction in shareholders’ equity recorded on acquisition of the assets
and consequently resulting in no overall adjustment to the Company’s balance sheet. Novogen will fully eliminate the effect of the Isoflavone Transaction on consolidation as it is a transaction between entities under common control and
therefore no adjustments to assets or liabilities will be required in its financial statements.

 The Company therefore believes that pro forma
disclosure would not be material to investors in either the Company or Novogen, however, in order to enhance the reader’s understanding of the Isoflavone Transaction the Company proposes to add the following disclosure at the end of the section
entitled “Summary—Anticipated Accounting Treatment” on page 6 of the Form S-4 and the section entitled “The Isoflavone Transaction—Anticipated Accounting Treatment” on page 47 of the Form S-4:

If pro forma effect were given to the Isoflavone Transaction, the impact on the statement of operations of Marshall Edwards for the year
ended June 30, 2010 would be to reduce operating expenses relating to license fees by $1,500,000 and there would be no impact on the statement of operations for the six months ended December 31, 2010. The impact on the balance sheet of
Marshall Edwards as of June 30, 2010 would be to increase Marshall Edwards’ cash balance by $1,500,000 related to the license fee mentioned above and there would be no other impact on the balance sheet as of December 31, 2010. If pro
forma effect were given to the Isoflavone Transaction, there would be no impact on Novogen’s statement of financial position as of June 30, 2010 and December 31, 2010 and no impact on Novogen’s statement of comprehensive income
for the year and six months ended June 30, 2010 and December 31, 2010 respectively, as the transaction is between entities under common control and would eliminate on consolidation.

2.
Comment: Please revise your registration statement to provide the information required by Part I.C (Information about the Company being Acquired) for
Novogen Limited or, alternatively, please provide us with a detailed analysis supporting your conclusion that such information is not required.

 Response:

 The Company does not believe that the information specified in Part I.C of Form
S-4 is required to be included in the Form S-4 relating to the Isoflavone Transaction. Part I.C of Form S-4 (“Information About the Company Being Acquired”) requires certain information regarding a company (“whose securities
are”) being acquired by the registrant, including financial statements and other financial and operational information.

 In the subject
transaction, the Company is not acquiring a company, or the securities of a company, but rather is acquiring certain assets of Novogen consisting of intellectual property relating to isoflavones (the “Isoflavone-Related Assets”). The
Isoflavone-related Assets, and the license agreements that the Company has with Novogen for certain uses of some of these assets, including the license fees historically paid and payable in the future by the Company thereunder, are described in the
Form S-4, including on pages 6, 48, 95 to 100, F-13 to F-16 and F-28 to F-31. As stated on page 29 of the Form S-4, following the consummation of the transaction Novogen will retain isoflavone assets relating to soy and red clover compounds, as well
as its consumer health business, majority interest in Glycotex Inc. and other assets, including its equity interests in the Company.

 As
described above in response to the Staff’s first comment, the Isoflavone-related Assets being acquired by the Company do not comprise an entity or constitute a “business” under Rule 11.01(d) of Regulation S-X and, accordingly,
historical financial statements with respect to such assets are not required under Rule 3-05(a) of

 Securities and Exchange
Commission

 February 16, 2011

 Page 4
of 4

Regulation S-X and, as also noted above in response to comment no. 1, pro forma financial information would not be material to investors in any event. In addition, the Company does not believe
that the other information called for by Part I.C of Form S-4 is required in its Form S-4 as no company or business is being acquired and, moreover, the information called for by Part I.C of Form S-4 is not material for intellectual property assets
such as the Isoflavone-related Assets with no revenue producing activity or integrated operations that would allow the financial information, MD&A or other Part I.C information to be prepared or to render it meaningful.

*****

 The Company respectfully
advises the Staff that the Company has used Form S-4 in connection with this transaction in accordance with General Instruction A.1 to Form S-4 and Rule 145(a)(3) under the Securities Act of 1933 which requires registration of a transaction
involving a vote of the seller’s shareholders and a subsequent distribution of the securities to be issued in the transaction to the voting shareholders of the seller in certain circumstances. As stated on page 6 and elsewhere in the Form S-4,
although no determination has been made, the Company understands that among the various strategic alternatives which may be contemplated by Novogen are possible distributions of Company securities held by Novogen, including the shares of common
stock issuable upon the conversion of the Series A Convertible Preferred Stock to be issued in the Isoflavone Transaction, to the Novogen shareholders. No distribution of Marshall Edwards securities held by Novogen will be made unless the Novogen
board of directors first determines to make such distribution and Novogen shareholders subsequently approve such distribution in the form determined by the Novogen board of directors. Any such distribution would not be subject to the consent of the
Company. Novogen may elect not to, or may be unable, to pursue or consummate any such transaction.

 *****

If you have any questions concerning responses to these comments, please contact the undersigned at (858) 792-0865 or Thomas M. Zech at
(858) 369-7111.

Very truly yours,

 /s/ Daniel P. Gold

Daniel P. Gold

President and Chief Executive Officer

cc:

Steven A. Navarro

Finnbarr D. Murphy

Morgan, Lewis & Bockius LLP

101 Park Avenue

New York, New York 10178

Simon Coulton

BDO Audit (NSW-Vic) Pty Limited

Level 19, Market St.

Sydney, NSW 2000

Australia

February 10, 2011

Daniel P. Gold, PhD  Chief Executive Officer
Marshall Edwards, Inc.
11975 El Camino Real, Suite 101  San Diego, California 92130
Re: Marshall Edwards, Inc.
  Registration Statement on Form S -4
Filed  February 1, 2011
  File No.  333-172006
 Dear Dr. Gold :
 We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  Where 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 registration statement and the information you
provide in response to these comments, we may have additional comments.

General

1. Please revise your registration statement to include with respect to both Marshal Edwards, Inc. and Novogen Limited pro forma financial statements giving effect to the transaction.   Alternatively, please provide us with a detailed analysis supporting your
conclusion that you are not required to include such pro forma financial statements.
 2. Please revise your registration statement to provide the information required by Part I.C (Information about the Company being Acquired) for Novogen Limited or, alternatively,
please provide us with a detailed analysis supporting your conclusion that such information is not required.

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 Act of 1933 and
all applicable Securities Act rules require.   Since the company and its management are in

Daniel P. Gold, PhD
Marshall Edwards, Inc.
February 10, 2011
Page 2

possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company acknowledging that:

• should the Commission or the staff, acting pursuant to delegated author ity, declare the
filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

• the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

• the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
 Please refer to Rules 460 and 461 regarding reques ts for acceleration.  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities  Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.
 Please contact S ebastian Gomez Abero  at (2 02) 551- 3578 or me at (202) 551- 3715 with
any questions.

        Sincerely,
           Jeffrey P. Riedler
        Assistant Director
  cc: Steven A. Navarro
Finnbarr D. Murphy
Morgan, Lewis & Bockius LLP  101 Park Avenue
New York, New York 10178

Mail Stop 4720          February 19, 2010  David R. Seaton Acting Chief Executive Officer and Chief Financial Officer Marshall Edwards, Inc. 140 Wicks Road North Ryde, New South Wales 2113  Australia
 Re: Marshall Edwards, Inc.
  Preliminary Proxy Statement on Schedule 14A   Filed February 9, 2010   File No. 000-50484

Dear Mr. Seaton:   We have completed our review of your preliminary proxy statement on Schedule 14A and have no further comments at this time.          S i n c e r e l y ,             J e f f r e y  P .  R i e d l e r          A s s i s t a n t  D i r e c t o r    cc: Amani H. Farid, Esq.  Morgan, Lewis & Bockius LLP
Fax:  (212) 309-6001

CORRESP
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filename1.htm

corresp

 Marshall Edwards, Inc.

140 Wicks Road

North Ryde, New South

Wales 2113

Australia

February 18, 2010

Mr. Sebastian Gomez Abero

Division of Corporation Finance

Mail Stop 4720

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Dear Mr. Abero:

     On behalf of Marshall Edwards, Inc. (the “Company”), we are writing in response to the comment
letter dated February 16, 2010 from you in connection with the Company’s Proxy Statement as filed
on February 9, 2010.

     For your convenience, the Company has restated your comments in full, followed by the
Company’s response.

Proposal No. 1, page 7

Effects of the Reverse Stock Split, page 8

    1.

    We note that the proposed amendments to your Restated Certificate of Incorporation will
not affect the number of authorized shares of Common Stock or preferred stock. Because the
proposed amendments will reduce the number of issued and outstanding shares, those
amendments will result in an increase in the number of authorized, but unissued, shares.
Please revise your disclosure to discuss any plans to issue newly authorized shares as a
result of the reverse stock split. If you have no such plans, please disclose that fact in
your revised disclosure.

Response #1

     The Company will address your comment with the appropriate disclosure under the section
captioned “Effects of the Reverse Stock Split — Effect on Authorized Shares of Common Stock and
Preferred Stock” on page 9 by adding the disclosure marked on the attached page of the proxy
statement.

     Any questions or comments regarding the foregoing should be directed to the undersigned in
Australia at 011 61 2 9878 0088.

    Very truly yours,

    /s/ David Seaton

    David Seaton

    Acting Chief Executive Officer and

Chief Financial Officer

Mail Stop 4720          February 16, 2010  David R. Seaton Acting Chief Executive Officer and Chief Financial Officer Marshall Edwards, Inc. 140 Wicks Road North Ryde, New South Wales 2113  Australia
 Re: Marshall Edwards, Inc.
  Preliminary Proxy Statement on Schedule 14A   Filed February 9, 2010   File No. 000-50484

Dear Mr. Seaton:   We have limited our review of your filing to the issue we have addressed in our comment.  Where indicated, we think you should revise your document in response to this comment.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.     Please understand that the purpose of our review 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 comment or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.  Proposal No. 1, page 7

Effects of the Reverse Stock Split, page 8

1. We note that the proposed amendments to your Restated Certificate of
Incorporation will not affect the number of authorized shares of Common Stock or preferred stock.  Because the proposed amendments will reduce the number of issued and outstanding shares, those amendments will result in an increase in number of authorized, but unissued, shares.  Please revise your disclosure to discuss any plans to issue newly authorized shares as a result of the reverse stock split.  If you have no such plans, please disclose that fact in your revised disclosure.

David R. Seaton
Marshall Edwards, Inc.
February 16, 2010 Page 2
* * *
  As appropriate, please amend your filing and respond to this comment within 10 business days or tell us when you will provide us with a response.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your response to our comment and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and response to our comment.   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 all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.   In connection with responding to our comment, please provide, in writing, a 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 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 advised that the Division of Enforcement has access to all information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.

David R. Seaton
Marshall Edwards, Inc. February 16, 2010 Page 3   Please contact Sebastian Gomez Aber o at (202) 551-3578 or me at (202) 551-
3715 with any questions.          S i n c e r e l y ,             J e f f r e y  P .  R i e d l e r          A s s i s t a n t  D i r e c t o r

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 0309

	November 24, 2004

David R. Seaton
Company Secretary
Marshall Edwards, Inc.
140 Wicks Road
North Ryde NSW 2113 Australia

RE: 	Marshall Edwards, Inc.
	Post-Effective Amendment to Form S-1, filed November 12, 2004
Registration No. 333-109129

Dear Mr. Seaton:
This is to advise you that we have undertaken a limited review of the
above referenced registration statement and have the following
comment.

1. Please update the financial statements and the related discussion
and disclosure through September 30, 2004 to the post-effective
amendment to Form S-1.  As to all other disclosure, provide updated
information as of the date you file your amendment.

*	*	*

As appropriate, please amend your registration statement in response
to these comments.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover letter
with your amendment that keys your responses to our comments and
provides any requested supplemental information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may
have additional comments after reviewing your amendment and 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 investors require for an
informed decision.  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.

Notwithstanding our comments, in the event the company requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy and
accuracy of the disclosure in the filing; and

* the company may not assert this action 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 advised that the Division of Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of your
filing or in response to our comments on your filing.

	We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of the
fact that those requesting acceleration are aware of their respective
responsibilities under the Securities Act of 1933 and the Securities
Exchange Act of 1934 as they relate to the proposed public offering
of the securities specified in the above registration statement.  We
will act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.

Please contact Albert Lee at (202) 824-5522 or to me at (202) 942-
2979.

								Sincerely,

								Jeffrey Riedler
								Assistant Director

cc:	Steven  A. Navarro, Esq.
	Morgan, Lewis &  Bockius LLP
	101 Park Avenue
	New York, New York 10178
David R. Seaton
Marshall Edwards, Inc.
November 24, 2004
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<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>marshalledwardsitem48-klr.txt
<DESCRIPTION>COMMENT LETER DATED 9/21/04, ITEM 4 FORM 8-K, FILING DATE 9/16/04
<TEXT>

Via U.S. Mail and Facsimile

Mail Stop 3-9

	September 21, 2004

David R. Seaton
Chief Financial Officer
Marshall Edwards, Inc.
140 Wicks Road
North Ryde NSW 2113
Australia

Re: 	Marshall Edwards, Inc.
	SEC File No.:  000-50484
	Form 8-K filed:  September 16, 2004

Dear Mr. Seaton:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should revise your document in response to
these comments.  If you disagree, we will consider your explanation
as to why our comment is inapplicable or a revision is unnecessary.
Please be as detailed as necessary in your explanation.  In some of
our comments, we may ask you to provide us with supplemental
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 review 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.

1. Please state whether the former accountant resigned, declined to
stand for re-election or was dismissed and the date thereof, pursuant
to Item 304(a)(1)(i) of Regulation S-K.

2. In Ernst and Young`s letter dated September 16, 2004, we noted
that they did not agree or disagree with paragraph eight of the
filing regarding the authorization and request of Ernst and Young to
respond fully to the inquiries of BDO.  Please revise your disclosure
to correspond with Ernst and Young`s response or provide the required
disclosure for disagreements with former auditors pursuant to Item
304(a)(1)(iv).

3. Please file an updated letter from your former accountant covering
the changes made in response to the above comments.  File that letter
as Exhibit 16 to the amended Form 8-K, or if not available at the
time of filing, file another amended Form 8-K within ten business
days or within two days of receipt, whichever is earlier.  Please
refer to rules 304(a)(3) and 601(b)(16) of Regulation S-K.

Please amend your filing and respond to these comments within five
business days or tell us when you will provide us with a response
prior to the expiration of the five-day period.  Please understand
that we may have additional comments after reviewing your amendment
and 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 investors 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.

	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 the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff 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 advised that the Division of Enforcement has
access to all information you provide to the staff of the Division of
Corporation Finance in our review of your filing or in response to
our comments on your filing.

You may contact me, at (202) 942-1962 if you have questions regarding
these comments or any other questions.

	Sincerely,

	Sasha Parikh
	Staff Accountant
Marshall Edwards, Inc.
September 21, 2004
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