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

Effective March 19, 2009, William D. Rueckert resigned as a member of the Board of Directors of Marshall Edwards, Inc. (the "Company"). Mr. Rueckert was the Chairman of the Audit Committee and the "audit committee financial expert" as defined by Item 407(d)(5) of Regulation S-K.
Simultaneous with Mr. Rueckert's resignation, the Board of Directors appointed Leah Cann as a member of the Board of Directors and Chairperson of the Audit Committee effective immediately. The Board of Directors has determined that Ms. Cann qualifies as an "audit committee financial expert" as defined in Item 407(d)(5) of Regulation S-K.
The Company issued a press release on March 19, 2009 announcing Mr. Rueckert's resignation from, and Ms. Cann's appointment to, the Board of Directors. A copy of the press release is attached to this Form 8-K as Exhibit 99.1
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.

Exhibit No. Description

99.1 Press Release issued by Marshall Edwards, Inc. dated as of March 19, 2009

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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: March 24, 2009

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