February 20, 2020

Matthew K. Szot
Chief Financial Officer
S&W Seed Company
2101 Ken Pratt Blvd., Suite 201
Longmont, Colorado 80501

       Re: S&W Seed Company
           Form 10-K for the Fiscal Year Ended June 30, 2019
           Filed September 18, 2019
           Form 8-K Filed on February 12, 2020
           File No. 001-34719

Dear Mr. Szot:

       We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments. In some of our comments, we may
ask you to
provide us with information so we may better understand your disclosure.

       Please respond to these comments within ten business days by providing
the requested
information or advise us as soon as possible when you will respond. If you do
not believe our
comments apply to your facts and circumstances, please tell us why in your
response.

       After reviewing your response to these comments, we may have additional
comments.

Form 10-K for the Fiscal Year Ended June 30, 2019

Notes to Consolidated Financial Statements
Note 4 - Revenue Recognition, page 61

1.    We note on page 60 that you received a payment of $45 million in May 2019
from
      Pioneer/Corteva of which $34.2 million was recognized as licensing
revenue. Please
      explain to us your basis for recognizing the entire amount in fiscal
2019. Refer to ASC
      606-10-55-57 through 55-58
2.    In future filings, please provide the disclosures required by ASC
606-10-50-8 with respect
      to contract balances, including opening and closing balances and the
related revenue
      recognized in the reporting period.
 Matthew K. Szot
S&W Seed Company
February 20, 2020
Page 2
Form 8-K Filed on February 12,2020

Exhibit 99.1, page 7

3.       We note you present full income statements of non-GAAP measures in
tables A1 and A2.
         Please tell us how you considered the guidance in Question 102.10 of
the updated
         Compliance and Disclosure Interpretation on Non-GAAP financial
measures.

        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

        You may contact Christie Wong at (202) 551-3684 or Brian Cascio,
Accountant Branch
Chief, at (202) 551-3676 with any questions.



FirstName LastNameMatthew K. Szot                         Sincerely,
Comapany NameS&W Seed Company
                                                          Division of
Corporation Finance
February 20, 2020 Page 2                                  Office of Life
Sciences
FirstName LastName