Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective December 15, 2008, Stephen Breckenridge resigned as a member of the Board of Directors of Marshall Edwards, Inc. (the "Company"). Mr. Breckenridge was the Chairman of the Audit Committee and the "audit committee financial expert" as defined by Item 407(d)(5) of Regulation S-K. He was also a member of the Compensation Committee.
On December 18, 2008, the Company's Board of Directors appointed William D. Rueckert, an existing member of the Board, as Chairman of the Audit Committee effective immediately. The Board of Directors has determined that Mr. Rueckert qualifies as an "audit committee financial expert" as defined by Item 407(d)(5)of Regulation S-K.
As a result of Mr. Breckenridge's resignation, the size of the Company's Board of Directors has decreased from six to five members.

Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.

Exhibit No. Description
99.1 Press Release issued by Marshall Edwards, Inc. dated as of December 19, 2008

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Signature Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MARSHALL EDWARDS, INC.

By: /s/ David R. Seaton
David R. Seaton
Chief Financial Officer

(Duly Authorized Officer and Principal Financial Officer)

Dated: December 19, 2008

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