SecProbe.io

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405

April 22, 2005

via U.S. mail
via facsimile

Mr. Kam Shah
Jeffrey C. Robbins, Esq.
Chief Executive Officer
Messerli & Kramer P. A.
Bontan Corporation Inc.

47 Avenue Road, Suite 200

Toronto, ON, M5R 2G3 Canada

RE:		Bontan Corporation Inc.
		Form F-3 filed on March 23, 2005
		File No. 333-123533
		Form 20-F for the year ended March 31, 2004
		File No. 0-30314

Dear Mr. Shah:

      We have reviewed the above filing and have the following
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
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We
look forward to working with you in these respects.  We welcome
any
questions you may have about our comments or on any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form F-3

Information about the Offering, Item 4

Selling Shareholders, page 10

1. Please disclose the natural persons who exercise voting and/or
dispositive powers with respect to the securities to be offered
for
resale by each of the selling shareholders.  See Exchange Act Rule
13d-3; Interpretation I.60 of the July 1997 manual of publicly
available CF telephone interpretations, as well as interpretation
4S
of the Regulation S-K portion of the March 1999 supplement to the
CF
telephone interpretation manual.

2. Is any selling shareholder a registered broker-dealer or
affiliate
of a registered broker-dealer?  If so, please confirm to us on a
supplemental basis that the security holder purchased the
securities
you are registering on its behalf in the ordinary course of
business,
and that at the time of the purchase of the securities to be
resold,
the security holder had no agreements or understandings, directly
or
indirectly, with any party to distribute the securities.
Otherwise,
identify the reselling security holder as an underwriter.  We may
have
additional comments.

Form 20-F for fiscal year ended March 31, 2004

   Controls and Procedures, Item 15

A. Evaluation of Disclosure Controls and Procedures

3. Item 307 of Regulation S-K requires the effectiveness of
issuers`
disclosure controls and procedures (as defined in 240.13a-15(e) or
240.15d-15(e)) to be evaluated as of the end of the period covered
by
the report.  Ensure that your evaluation of the effectiveness of
disclosure controls and procedures was conducted as of the end of
the
period covered by the report and revise this section to reflect
such
date of evaluation.

4. You cite to the incorrect rule for the definition of
"disclosure
controls and procedures." Revise to reflect the correct rule.  See
Rules 13a-15(e) and 15d-15(e) for additional guidance.

5. You state that the Company`s "Chief Executive Officer concluded
that, as of the Evaluation Date, the Company`s disclosure controls
and
procedures were effective in timely alerting them to the material
information relating to the Company (or the Company`s consolidated
subsidiaries) required to be included in the Company`s periodic
SEC
filing."  Please revise to clarify, if true, that the Chief
Executive
Officer concluded that the Company`s disclosure controls and
procedures are also effective to ensure that information required
to
be disclosed by the issuer in the reports that it files or submits
under the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported, within the time periods specified in the
Commission`s rules and forms, and that the information is
accumulated
and communicated to the issuer`s management to allow timely
decisions
regarding required disclosures.

B. Changes in Internal Controls

6. This section indicates that "[t]here were no significant
changes in
the Company`s internal controls or, to the Company`s knowledge, in
other factors that could significantly affect these controls
subsequent to the date of their evaluation."  Revise to comply
with
Item 308(c) of Regulation S-K.  Disclose whether there have been
"any
changes," as opposed to "significant changes."  Consult the last
paragraph of section II.F.3 found in Release No. 33-8238 for
additional guidance.  Further, revise this section to address
change(s) that "materially affect, or is reasonably likely to
materially affect," rather than "significantly affect" the
Company`s
internal control over financial reporting.

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 supplemental 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.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have
made.

	In connection with responding to our comments, please
provide, in
writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal
securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division
of Corporation Finance in our review of your filing or in response
to
our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering of
the securities specified in the above registration statement.  We
will
act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      Direct questions relating to disclosure issues to Carmen
Moncada-Terry at (202) 824-1908 or, in her absence, to the
undersigned
at (202) 942-1870.   Direct any correspondence to us at the
following
ZIP Code: 20549-0405.

      Sincerely,

									H. Roger Schwall
									Assistant Director

cc:	Carmen Moncada-Terry

Bontan Corporation Inc.
April 22, 2005
Page 2

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