Exhibit 99.3

                        [LOGO OF MARSHALL EDWARDS, INC.]

________,2003

Dear Broker:

      As you may know, we are undertaking an initial public offering of our
shares of common stock units. In this regard, we are conducting a Directed Share
Subscription Program to offer the U.S. holders of our common stock units, the
U.S. holders of the ordinary shares of our parent Novogen Limited and the U.S.
holders of Novogen American Depositary Receipts, in each case who held
securities on October 20, 2003, the opportunity to buy shares of our common
stock at the initial public offering price. The price per unit under this
program will be the same price that all investors will pay in our initial public
offering.

      The right to participate in this program may not be transferred. There
will be no trading market for this subscription right, and there will be no
over-subscription privilege.

      If you have any questions regarding the Directed Share Subscription
Program, please call Mr. Richard Grieves on our investor information line at
410-822-1181 or by email at rgrieves@jmsonline.com. Please do not call Marshall
Edwards directly. Only our investor information line or our representatives will
be able to answer your questions.

      Under this program, each U.S. holder of our common stock, each U.S. holder
of Novogen ordinary shares and each U.S. holder of Novogen ADRs will be eligible
to purchase a minimum of 100 common stock units. There is no maximum on the
number of units that any one eligible holder may subscribe for under the
Directed Share Subscription Program, but the units must be purchased in round
lot increments. Eligible holders are not guaranteed to receive the full amount
of units subscribed for but are each guaranteed to receive at least 100 units.

      Subscription forms and payment cannot be accepted until after we have
determined our initial public offering price. Once our initial public offering
price has been determined, Marshall Edwards will take the actions outlined


in the accompanying letter to publicize the Subscription Price and the date
by which you must respond to the offer that is being made under this program.
Depository Trust Company has advised us that they will notify their participants
electronically of the initial public offering price and the expiration date for
this program. ___________ will provide you with final prospectuses for
distribution to the eligible holders who received a preliminary prospectus.



      All subscription forms and payments must be received by Janney Montgomery
Scott by 3:00 p.m. New York City time on the third business day after we have
determined our initial public offering price. In order for your customers to
purchase units under the program, you will have to act promptly and advise your
customers to act promptly.


      When you exercise this subscription privilege on behalf of eligible
holders through Depository Trust Company's Automated Subscription Offer Program,
you will be required to certify that each beneficial owner for whom you are
subscribing meets the eligibility requirements of this program.

      If you have any questions regarding the Directed Share Subscription
Program, please call Mr. Richard Grieves on our investor information line at
410-822-1181 or by email at rgrieves@jmsonline.com. Please do not call Marshall
Edwards directly. Only our investor information line or our representatives will
be able to answer your questions.


      The following statement is required to be included in this letter by the
rules and regulations of the SEC:



      A Registration Statement relating to the Common Stock Units has been filed
      with the Securities and Exchange Commission but has not yet become
      effective. These securities may not be sold nor may offers to buy be
      accepted prior to the time the Registration Statement becomes effective.
      This notice shall not constitute an offer to sell or the solicitation of
      any offer to buy nor shall there be any sale of these securities in any
      state in which such offer, solicitation or sale would be unlawful prior to
      registration or qualification under the securities laws of any such state.


                             Sincerely,