This Post-Effective Amendment No. 1 (the "Post-Effective Amendment") to Registration Statement No. 333-46768 shall become effective automatically upon the date of filing in accordance with Rules 456 and 464 promulgated under the Securities Act of 1933, as amended (the "Securities Act").

EXPLANATORY NOTE

This Post-Effective Amendment relates to the Registration Statement on Form S-8 (File No. 333-46768) filed by Eden Bioscience Corporation, a Washington corporation (the "Company"), with the Securities and Exchange Commission on September 27, 2000 (the "Registration Statement"), which registered an aggregate amount of 9,718,000 shares of common stock of the Company, par value $0.0025 per share (the "Common Stock"), including (i) 2,468,000 shares of Common Stock relating to the Eden Bioscience Corporation 1995 Combined Incentive and Nonqualified Stock Option Plan, (ii) 6,000,000 shares of Common Stock relating to the Eden Bioscience Corporation 2000 Stock Incentive Plan and (iii) 1,250,000 shares of Common Stock relating to the Eden Bioscience Corporation 2000 Employee Stock Purchase Plan.

On May 20, 2009, the Company's shareholders approved the voluntary dissolution and liquidation of the Company pursuant to a plan of complete dissolution and liquidation (the "Plan").  In connection with the Plan, on June 18, 2009, the Company filed articles of dissolution (the "Articles") with the Secretary of State of the State of Washington.  The Articles became effective at 5:00 p.m. Pacific time on June 29, 2009 (the "Effective Date") and provide for the dissolution of the Company under the Washington Business Corporation Act. (the "Dissolution").  On the Effective Date, the Company was dissolved for purposes of Washington law and closed its stock transfer books and discontinued recording transfers of shares of Common Stock.  After the Effective Date, certificates representing shares of Common Stock are not assignable or transferable on the books of the Company except by will, intestate succession or operation of law.  From and after the Effective Date, and subject to applicable law, the Common Stock will be deemed cancelled and each holder of Common Stock will cease to have any rights in respect thereof, except the right to receive distributions pursuant to and in accordance with the Plan.  

As a result of the Dissolution, the Company has terminated all offerings of its shares of Common Stock pursuant to its existing registration statements, including the Registration Statement.  In accordance with the foregoing, the Company hereby removes from registration all the shares of Common Stock under the Registration Statement which remain unissued and unsold as of the date hereof.