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Exhibit 31.2

CERTIFICATION

I, David Ross Seaton, certify that:



|1. |  | I have reviewed this report on Form 10-Q of Marshall Edwards, Inc.;                                                                                                                                                                                                                                       
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|  
|2. |  | Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
|  
|3. |  | Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this report;                   
|  
|4. |  | The Companys other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e) ) for the company
and have:                                                                                 



| | (a) |  | Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
company, including its consolidated subsidiaries, is made known to us
by others within the entities, particularly during the period in which
this report is being prepared:
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|
| | (b) |  | Evaluated the effectiveness of the
Companys disclosure controls
and procedures and presented in the report our conclusions about the
effectiveness of this disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and                                                                                         
|
| | (c) |  | Disclosed in this report any
change in the Companys internal
control over financial reporting that occurred during the period
covered by this report that has materially affected, or is reasonably
likely to materially affect, the companys internal control over
financial reporting; and                                                                           



|5. |  | The Companys other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting,
to the companys auditors and the audit committee of the companys board
of directors:
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| | (a) |  | All significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which are
reasonably likely to adversely affect the companys ability to record,
process, summarize and report financial information; and
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|
| | (b) |  | Any fraud, whether or not material, that involves management or
other employees who have a significant role in the companys internal
control over financial reporting.                                                                                               

|                        |  |                        
|----------------------- |  | -----------------------
|Date: February 10, 2004 |  | /s/ David Seaton       
|                        |  |                        
|                        |  | David R. Seaton        
|                        |  | Chief Financial Officer