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As filed with the Securities and Exchange Commission on December 18, 2003

Registration No. 333-          

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

FORM S-1

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

MARSHALL EDWARDS, INC.

140 Wicks Road
North Ryde, NSW 2113
Australia
(011) 61 2 8877 6196

The Corporation Trust Company
The Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801
(302) 658-7581

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x 333-109129

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. o

CALCULATION OF REGISTRATION FEE

(1)

Includes 12,000 common stock units consisting of 12,000 shares and 12,000 warrants which the underwriter has the option to acquire to cover over-allotments, if any.

(2)

Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(a) under the Securities Act of 1933, as amended.

(3)

The proposed price of $7.50 per common stock unit reflects the price of the common stock and warrants.

(4)

Pursuant to Rule 416 of the Securities Act this registration statement also covers such additional number of shares of common stock that may become issuable under any stock split, stock dividend or similar transaction.

THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH RULE 462(b) UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

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Explanatory Note

     This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The contents of the Registration Statement on Form S-1 (Reg. No. 333-109129) filed by Marshall Edwards, Inc. with the Securities and Exchange Commission (the “Commission”) on September 25, 2003, as amended on October 31, 2003, November 26, 2003 and December 10, 2003, which was declared effective by the Commission on December 17, 2003, are incorporated herein by reference.

 

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SIGNATURES
Exhibit Index
EX-5.1: OPINION OF MORGAN, LEWIS & BOCKIUS LLP
EX-23.2: CONSENT OF ERNST & YOUNG LLP

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SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Sydney, Australia on December 17, 2003.

     Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons, in the capacities and on the dates indicated.

 

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Exhibit Index

 

 

Exhibit 5.1

[Morgan, Lewis & Bockius LLP Letterhead]

December 17, 2003

Marshall Edwards, Inc.
140 Wicks Road
North Ryde NSW 2113
Australia

Re: Registration Statement on Form S-1 pursuant to Rule 462(b)

Ladies and Gentlemen:

     We have acted as counsel to Marshall Edwards, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), of a Registration Statement on Form S-1 (the “Registration Statement”), pursuant to Rule 462(b) under the Act, relating to an aggregate of 92,000 common stock units (“Units”) (including up to 12,000 Units subject to an over-allotment option), each Unit consisting of one share of the Company’s common stock, par value $0.00000002 per share (“Common Stock”) and one warrant to purchase a share of Common Stock (“Warrant”), such Units to be included in a public offering of units, of which 2,300,000 units were previously registered under a registration statement on Form S-1 (Reg. No. 333-109129), which became effective under the Act on December 17, 2003 and the contents of which are incorporated by reference in the Registration Statement.

     In so acting, we have examined the Registration Statement, the Underwriting Agreement referred to therein, originals or copies, certified or otherwise identified to our satisfaction, of the Restated Certificate of Incorporation of the Company and Amended and Restated By-Laws of the Company, and such other certificates, instruments and documents of the Company, as in our judgment are necessary or appropriate for purposes of this opinion. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to authentic originals of all documents submitted to us as copies thereof.

     Based on the foregoing, we are of the following opinion:

     The Units, the shares of Common Stock, the Warrants and the shares of Common Stock issuable upon the exercise of the Warrants offered pursuant to the Registration Statement have been duly authorized by the Company and, when issued, fully paid for and delivered, as contemplated by the Registration Statement, will be validly issued, fully paid and nonassessable.

 

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Marshall Edwards, Inc.
December 17, 2003
Page 2

     We render the foregoing opinion as members of the Bar of the State of New York and express no opinion as to any law other than the General Corporation Law of the State of Delaware (the “DGCL”), the applicable provisions of the Delaware Constitution and the reported decisions interpreting the DGCL and the applicable provisions of the Delaware Constitution.

     We consent to the use of this opinion as an exhibit to the Registration Statement and to the use of our name under the caption “Legal Matters” in the Registration Statement. In giving this consent, we do not admit that we are acting within the category of persons whose consent is required under Section 7 of the Act.

			Very truly yours,
			/s/ Morgan, Lewis & Bockius LLP

 

                                                                    Exhibit 23.2

                        Consent of Independent Auditors

We consent to the incorporation by reference into this Registration Statement
(Form S-1 No. 333-     ) of Marshall Edwards, Inc. (a development stage company)
for the registration of 92,000 common stock units, to the reference to our firm
under the captions "Summary Historical Consolidated Financial Data" and
"Experts" and our report dated July 31, 2003, which is included in Amendment No.
3 to Registration Statement (Form S-1 No. 333-109129) and related Prospectus of
Marshall Edwards, Inc. (a development stage company) for the registration of
2,300,000 common stock units.

                                             /s/ Ernst & Young LLP

Stamford, Connecticut
December 17, 2003