SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

July 19, 2010

Mr. Kam Shah Chief Executive Officer, Chief Fi nancial Officer, and Director
Bontan Corporation Inc. 47 Avenue Road, Suite 200 Toronto, Ontario, Canada M5R 2G3
 Re: Bontan Corporation Inc.
  Amend No. 2 to Registrati on Statement on Form F-1
  Filed June 30, 2010
  File No. 333-164935
Dear Mr. Shah:

We have reviewed your amended registra tion statement 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 this letter by am ending your registration statement and
providing the requested information.  Where you do not believe our comments apply to
your facts and circumstances or do not believ e an amendment is appropriate, please tell
us why in your response.
 After reviewing any amendment to your registration statement and the
information you provide in response to th ese comments, we may have additional
comments.  Unless otherwise noted, where prio r comments are referred to they refer to
our letter dated March 12, 2010.
Form F-1

General

1. We note your disclosure that you comple ted a private placement as of April 20,
2010 of 37,750,000 units at USD$0.20 per share to 71 accredited investors. Each
unit consists of one common share and one warrant to purchase one common
share at an exercise price of USD$0.35 per share. You also issued warrants to
purchase 3,775,000 common shares at an exer cise price of USD$0.35 per share to
an accredited investor as a finder’s fee.  As these shares were sold after the filing of your initial registration statement, pleas e explain whether the shares sold in the
private placement were solicited by means of the registration statement or through
some other means that would otherwise not foreclose the availability of the

Mr. Kam Shah
Bontan Corporation Inc.
July 19, 2010 Page 2
Section 4(2) exemption.  See Section II.C of SEC Release No. 33-8828 for more information.
2. Shares issued after the initial filing of this registration statement, which include shares issued pursuant to the private placement that closed April 20, 2010, may
not be included in this registration statem ent for resale.  Please revise your filing
accordingly.
 3. Since your web site contains disclosure  about properties on which your company
has no right to explore or drill, it would be helpful for you to include the
following cautionary language along with such information:

“Cautionary Note to U.S. Investors -- The United States Securities and
Exchange Commission permits oil and ga s companies, in their filings with
the SEC, to disclose only reserves that comply with the definitions
presented at Rule 4-10(a) of Regulation S-X, available at
http://ecfr.gpoaccess.go v/cgi/t/text/text-
idx?c=ecfr&sid=09bab17ab4ad213f95a1a0d22f305e60&rgn=div8&view=
text&node=17:2.0.1.1.8.0.21.43&idno=17 .  Our web site contains
information about adjacent propert ies on which we have no right to
explore or drill. U.S. in vestors are urged to consid er closely the disclosure
in our registration statement on Form F-1, File No. 333-164935, which
may be secured from us, or from the SEC’s website at http://www.sec.gov/edgar/se archedgar/webusers.htm
.

Please indicate the loca tion of this disclaimer in your response.
 Prospectus Summary, page 4

 4. Please provide a chart or graphical illu stration indicating the ownership of the
Mira and Sara Licenses by yourself and your partners, after the allocation of
rights and settlement agreements.  Incl ude in this chart your relationship,
including relevant percentage s of equity or other interests, with IPC Cayman, IPC
Partnership, Three Crown Petroleum LLC , Mr. Howard Cooper, IPC Oil & Gas
(Israel), Emanuelle Energy Ltd., IDB- DT Energy (2010) Ltd. and Geoglobal
Resources (India) Inc.
 Management Compensation, page 45

 5. We note your response to prior comment 4, in which you disclose that the board
has agreed to expense these payments.  However, we reissue prior comment 5 in part.  Please explain if these payments are included as compensation for Mr. Shah in the summary compensation table.  Please also clarify where you have
accounted for this expense in your financial statements.

Mr. Kam Shah
Bontan Corporation Inc.
July 19, 2010 Page 3  Selling Shareholders, page 55

 6. Your response to prior comment 5 disclose s that none of the selling shareholders
is a broker-dealer or an affiliate of a broker-dealer. However, this information does not appear disclosed in the amended Form F-1.  Please revise.
 Additional Information

Share Capital, page 59

7. In response to prior comment 1 you disclose that all shares and warrants issued to
PetroMed have been cancelled under th e allocation of rights and settlement
agreement and eliminated from this registration statement.  Please explain why these shares do not appear to be in cluded under “cancelled shares.”

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes the information the Securities
Act of 1933 and all applicable Securities Act rules require.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

Notwithstanding our comments, in the ev ent you request acceleration of the
effective date of the pending registration st atement please provide a written statement
from the company acknowledging that:

• should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing;

• the action of the Commission or the staff,  acting pursuant to delegated authority,
in declaring the filing effective, does not relieve the company from its full
responsibility for the adequacy and accuracy of the disclo sure in the filing; and

• the company may not assert staff comment s and the declaration of effectiveness
as a defense in any proceeding initiat ed by the Commission or any person under
the federal securities laws of the United States.  Please refer to Rules 460 and 461 regard ing requests for acceleration.  We will
consider a written request for acceleration of the effective date of the registration statement as confirmation of th e fact that those requesting acc eleration are aware of their
respective responsibilities unde r the Securities Act of 1933 a nd the Securities Exchange
Act of 1934 as they relate to the proposed public  offering of the securi ties specified in the
above registration statement.  Please allo w adequate time for us to review any
amendment prior to the requested effective da te of the registration statement.

Mr. Kam Shah
Bontan Corporation Inc. July 19, 2010 Page 4
Please contact Kevin Dougherty at (202)  551-3271, or in his absence, the
undersigned at (202) 551- 3611 with any questions.

     S i n c e r e l y ,

     Anne Nguyen Parker      B r a n c h  C h i e f
cc: Via Facsimile (612) 672-3777

 Jeffrey C. Robbins, Esq.   Messerli & Kramer P.A.