CURTIS, MALLET-PREVOST, COLT & MOSLE LLP

                        ATTORNEYS AND COUNSELLORS AT LAW
                                  101 PARK AVE
                          NEW YORK, NEW YORK 10178-0061

                                                                   June 29, 2006

VIA EDGAR

Peggy Fisher, Esq.
Division of Corporation Finance
Securities and Exchange Commission
Mail Stop 6010
100 F Street, NE
Washington, D.C. 20549

       RE:    PSIVIDA LIMITED
              REGISTRATION STATEMENT ON FORM F-3

Dear Ms. Fisher:

         On behalf of pSivida Limited (the "Company"), we respectfully submit
this Registration Statement on Form F-3 (Registration No. 333-       registering
the resale of 158,342,070 ordinary shares represented by 15,834,207 American
Depositary Shares ("ADSs"). The required filing fee for submission of this
Registration Statement has been paid via Fedwire and is on deposit in the
Company's account at the SEC.

         Please note that the Company has concurrently herewith filed via EDGAR
(1) Amendment No. 1 to Registration Statement on Form F-3, originally filed
March 28, 2006 (File No. 333-132776); (2) Amendment No. 1 to Registration
Statement on Form F-3, originally filed March 28, 2006 (File No. 333-132777);
and (3) the Company's response to the comments of the staff of the Securities
and Exchange Commission in your letter dated April 20, 2006.

         Please be advised that the Company anticipates making an oral request
for acceleration of effectiveness of this registration statement pursuant to
Rule 461 under the Securities Act of 1933 (the "Securities Act"). In that
regard, this letter confirms that the Company is aware of its obligations under
the Securities Act as they relate to the offering of shares described in this
registration statement.

         Please call me at (212) 696-8880 if you have any questions about this
filing. We would very much appreciate the staff's assistance in declaring this
registration statement effective as soon as possible.

                                                          Very truly yours,

                                                          /s/Peter F. Stewart

cc:  Mr. Aaron Finlay (pSivida Limited)
     Mr. Michael J. Soja (pSivida Limited)
     Lori Freedman, Esq. (pSivida Limited)
     Mr. Peter Rupp (Deloitte Touche Tohmatsu)
     Lawrence Goodman, Esq.