SecProbe.io

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								August 30, 2005

Mr. Kam Shah
Chief Executive and Financial Officer
Bontan Corporation Inc.
47 Avenue Road, Suite 200
Toronto, Ontario M5R 2G3

	Re:	Bontan Corporation Inc.
		Form 20-F for Fiscal Year Ended March 31, 2004
Filed August 30, 2004
Response Letter Dated August 10, 2005
      File No. 0-30314

Dear Mr. Shah:

      We have reviewed your response letter and have the following
comments.  We have limited our review of your filing to those
issues
we have addressed in our comments.  Where indicated, we think you
should revise your document in response to these comments.  If you
disagree, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may raise
additional comments.

Form 20-F for the Fiscal Year Ended March 31, 2004

Consolidated Financial Statements

Consolidated Statements of Cash Flows, page F-6

1. We have considered your response to prior comment three and do
not
find your argument persuasive in light of the guidance in CICA
1100.31, which indicates that industry practice does not
necessarily
equate to the primary sources of GAAP.  We reissue prior comment
three.

Note 2 - Significant Accounting Policies, page F-9

Stock-Based Compensation Plan, page F-11

2. Please provide a sample of your intended disclosure revision
with
respect to prior comment four.

Note 3 - Prepaid and Other Receivables, page F-11

3. We have reviewed your response to prior comment five and note
your
indication that the balance Due from director, totaling $20,000 as
of
March 31, 2004, has been paid in full as of March 31, 2005.
Please
provide the terms of the original loan and confirm, if true, (i)
that
a loan document exists between the Company and the director and
(ii)
that the loan agreement has been filed as an exhibit under Item 19
of
Form 20-F (refer to 4.(b)(i) under the Instructions As To
Exhibits).

In addition, please provide an analysis of the terms of the loan
as
compared to those available from an independent third party.  To
the
extent the loan terms are preferential, please disclose a
corresponding quantitative entry in the Summary Compensation Table
on
page 26.  Similarly, loans to directors would also need to be
fully
discussed as part of the compensation received by directors and
senior management under Item 6.B.1. of Form 20-F.

Response letter submitted via facsimile on August 11, 2005

4. Please submit the response letter under this heading in
electronic
format on Edgar as Correspondence, as required by Rule
101(a)(1)(iii)
of Regulation S-T.  This comment applies to all correspondence
between you and the staff.

Closing Comments

       As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

You may contact Jennifer Goeken at (202) 551-3721 if you have
questions regarding comments on the financial statements and
related
matters.  Please contact me at (202) 551-3683 with any other
questions

								Sincerely,

								Jill S. Davis
								Branch Chief

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Mr. Kam Shah
Bontan Corporation Inc.
August 30, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
100 F Street, NE
WASHINGTON, D.C. 20549-7010

   DIVISION OF
CORPORATION FINANCE
MAIL STOP 7010

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