FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Williams Bryan 		2. Issuer Name and Ticker or Trading Symbol

MARSHALL EDWARDS INC [ MSHL ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O MARSHALL EDWARDS, INC., 11975 EL CAMINO REAL, SUITE 101 		3. Date of Earliest Transaction (MM/DD/YYYY)

5/11/2012
(Street)

SAN DIEGO, CA 92130
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common stock, par value $0.00000002 per share   5/11/2012     X    250   (1) (2) A $0.89   (1) (2) 750   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Subscription rights (right to buy)   $0.445   5/11/2012     X         500   (1) (2)   3/30/2012   5/11/2012   Units consisting of common stock and warrants   500   (1) (2) $0   0   D    
Warrants to purchase shares of common stock   $1.19   5/11/2012     X         125   (1) (2)   5/11/2012   5/10/2017   Common stock   125   (1) (2) $0.89   (1) (2) 125   D    

Explanation of Responses:
( 1)  The shares of common stock, par value $0.00000002 per share ("Common Stock") and warrants to purchase Common Stock were acquired in connection with the Marshall Edwards, Inc. (the "Company") rights offering, the subscription period for which expired on May 11, 2012. In the rights offering, the Company distributed to its shareholders and holders of its Series A warrants, on a pro rata basis, subscription rights for the purchase of units. Each unit consisted of 0.50 shares of the Company's Common Stock and warrants to purchase an additional 0.25 shares of Common Stock at an exercise price of $1.19 per share. The subscription price for each unit was $0.445 (or $0.89 for two units, representing one whole share of Common Stock). (Continued in footnote 2 )
( 2)  The reporting person exercised subscription rights for an aggregate of 500 units. Accordingly, upon the closing of the rights offering, the Company issued to the reporting person 250 shares of Common Stock and warrants to purchase an additional 125 shares of Common Stock.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Williams Bryan
C/O MARSHALL EDWARDS, INC.
11975 EL CAMINO REAL, SUITE 101
SAN DIEGO, CA 92130 		X



Signatures
/s/ Bryan Williams 5/15/2012
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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