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 AMENDMENT NO. 1 TO REGISTRATION STATEMENT ON FORM F-3, ORIGINALLY FILED MARCH 28, 2006 (FILE NO. 333-132776) Dear Ms. Fisher: On behalf of pSivida Limited (the "Company"), we respectfully submit this Amendment No. 1 to Registration Statement on Form F-3 (Registration No. 333-132776) registering the resale of 7,315,000 ordinary shares represented by 731,500 American Depositary Shares ("ADSs"). The required additional filing fee for submission of this Amendment No. 1 has been paid via lockbox 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. 333-132777); (2) a Registration Statement on Form F-3 registering the resale of 158,040,500 ordinary shares represented by 15,804,050 ADSs 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.