SecProbe.io

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								November 16, 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
Response Letter Dated September 9, 2005
Forms 20-F and 20-F/A for Fiscal Year Ended March 31, 2005
Filed September 12, 2005, September 28, 2005 and
September 29, 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 filings 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

Response letter dated August 10, 2005 submitted via facsimile

1. We are unable to locate on Edgar the Attachment to your letter
of
August 10, 2005 that contains your responses to the comments in
our
letter dated August 2, 2005.  Please ensure that you
electronically
file all forms of your correspondence with the staff.  This
comment
also applies to your letter dated September 9, 2005 and any
further
correspondence you submit.

Response letter dated September 9, 2005 submitted via facsimile

2. We are continuing to evaluate your response to prior comment
three.  We may have further comment.

Form 20-F for the Fiscal Year Ended March 31, 2005

Controls and Procedures

3. We note that you disclose your certifying officer`s conclusions
as
to the effectiveness of your disclosure controls and procedures
"within 90 days prior to the filing date of this report."  Please
note that Item 15 of Form 20-F requires that your certifying
officers
disclose their conclusions regarding the effectiveness of your
disclosure controls and procedures "as of the end of the period
covered by the report."  Please revise accordingly.

Auditors` Report

4. We note in the fourth paragraph of the Auditors` Report that
"The
consolidated financial statements for the year ended March 31,
2003
were audited by another firm of Chartered Accountants, who
expressed
an opinion without reservation on those consolidated financial
statements in their report dated June 16, 2003."  As previously
communicated, you are required to file the separate audit report
of
the accountant that audited your financial statements in prior
years.
Refer to Item 17(a) of Form 20-F and amend your filing as
appropriate.

Note 4. Deferred Stock Based Compensation

5. We note that you have reported an asset on its balance sheet
entitled Deferred stock based compensation.  Please explain and
provide us the accounting guidance that you relied on to report
this
as an asset.  Refer to SFAS 123 and EITF 96-18 for US GAAP.

Note 6. Oil and Gas Properties Interests

6. Please tell us how you have considered the guidance in CICA
3475.08 for reporting long-lived assets to be disposed of by sale
with respect to your subsequent sale of IPI to a non-related
privately held institutional investor.

Note 16. Segmented Information

7. Please reconcile the 2005 amount reported for assets by
location,
totaling $4,843,148, to your Consolidated Balance Sheets for the
same
period.

Differences Between Canadian and United States Generally Accepted
Accounting Principles

8. With respect to the subsequent sale of your IPI, we note your
statement that "No adjustment is considered necessary as regards
the
Company`s interest in oil properties since the interest was
subsequently sold at a profit and was therefore not considered
held
for exploration as at March 31, 2005."  Please provide us with
analysis that addresses the terms of this transaction, and the
accounting guidance in SFAS 19 for US GAAP that you relied on to
form
your conclusion. We may have further comment.

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.
November 16, 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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