SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

October 15, 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. 3 to Registrati on Statement on Form F-1
  Filed September 29, 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 amending your registration statement and providing the
requested information.  Where you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we ma y have additional comments.  Unless otherwise
noted, where prior comments are referred to they refer to our letter dated July 19, 2010.
 Form F-1/A filed on September 29, 2010

General

1. Please tell us if you and your jo int venture partners have entered into the joint operating
agreement with Geoglobal, and also if you ha ve entered into the revised Stockholders
Agreement with ITC, which you disclose on page 23 has been significantly affected by the Allocation of Rights and Settlement Agr eement.  If neither agreement has been
entered into, please tell us your  expected timetable.  If such agreements have been
entered into, please revise your disclosure as applicable throu ghout the registration
statement.

Mr. Kam Shah
Bontan Corporation Inc.
October 15, 2010 Page 2  Prospectus Summary, page 2

 2. We note the table you provide in response to prior comment 4.  However, we note that
this table does not reflect your indirect wo rking interest, which we note appears to be
10.45%, and looks to be further reduced if the operator exercises its option to acquire an
additional 2.5% of working interest from th e “Lead Investors” a nd IPC Cayman.  Please
include this information in the tables  or in a footnote to the tables.
 3. Further, the discussion in this section and throughout your filing mentions multiple
entities that are related to you through ownership or joint venture relationships.  For
example, we note your indirect ownership of the working interest, as held by your 100% owned subsidiary Israeli Oil & Gas Corporat ion’s 76.79% interest in  IPC Cayman, which
in turn owns 100% of IPC Oil and Gas (Israel), Ltd. Partnership that  is the registered
holder of 13.6090% of the licenses.  In orde r for investors to fully understand all the
intertwined relationships, pl ease provide a graphical illu stration indicating your holding
in IPC Cayman, IPC Cayman’s other shareholde r, the ownership of th e rights in the Myra
and Sara licenses as held by you, Internat ional Three Crown Petroleum LLC and IPC
Cayman, as well as the other holders, and also indicate the members of the steering
committee that control the operation.  Please also reflect the overri ding royalty interests
held by certain parties. In th e graphical illustration, please be  sure to include each entity’s
full name, as well as the abbreviated na me, if any, that you use throughout the
registration statement.
 4. We note your disclosure in a risk factor on pa ge 6 and in the liquidity section on page 40
that you are required to provide financial cap ability of USD$12 million on or before
December 1, 2010 to your joint venture partners to cover your share of the estimated costs of the two test wells.  Please also di sclose this pending funding requirement in your
prospectus summary and disclose the imp act to your working interest if you cannot
provide such funding.

Manager of IPC Cayman, page 4

5. From review of the Stockholders Agreemen t filed as Exhibit 10.2, it appears that the
initial director, International Three Crown Petroleum LLC (“ITC”), cannot be removed
other than for willful misconduct that advers ely affects the offshore Israel project or
transfer of the ownership of ITC, such th at Mr. H. Howard C ooper is no longer the
managing member.  Please disclose th is information in the section.
 6. We note that Section V. B of the Allocation of Rights Agreement filed as Exhibit 10.4 to
your June 30, 2010 amendment reflects that IT C and Bontan agree th at an individual
appointed by ITC shall be IPC's representati ve on the steering committee.  With a view
towards disclosure, please explain  why you, the 76.79% owner of IPC, agreed that
minority owner ITC shall appoint an individual to be IPC’s representative on the steering

Mr. Kam Shah
Bontan Corporation Inc.
October 15, 2010 Page 3
committee, i.e., Mr. H. Howard Cooper.  Explai n this in light of th e risk factors on page
11 regarding the conflicts of inte rest between you and ITC.
 7. We note your disclosure in Note 20 for the year ended March 31, 2010 and Note 14 to the
Notes to Consolidated Financial Statements for the three months ended June 30, 2010, that the sole director of y our subsidiary IPC Cayman co mmunicated to you that you are
required to complete a best efforts financing of $18 million and to cont ribute all proceeds
to IPC Cayman.  He also presented you w ith an invoice for $2,291,001 claiming that it
represented estimated proceeds from the private placement financing completed by you
on April 30, 2010.  You disclose that you dispute these claims and are in negotiations to
resolve.  Please tell us the status of th ese negotiations, and explain the basis for the
director of your majority owned subsid iary IPC Cayman demanding an $18 million
financing and $2,291,001 in proceeds owed to  it from a prior completed private
financing. Tell us what consideration you gave to  adding disclosure of this dispute to the
risk factor on page 11.
 Management Compensation, page 45

 8. We note your response to prior comment  5; however, your revised summary
compensation table does not include a “tot al” compensation column.  Please revise.

Undertakings, page 135

9. Please include the undertaking required by Item  512(a)(5)(i) or (i i), and please also
explain why you have included the 430A undertaking.  Please also remove the
undertaking provided by Item 512(b) as you do not appear eligible  to incorporate
subsequent Exchange Act documents by reference.  We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes 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 relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:

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

Mr. Kam Shah
Bontan Corporation Inc. October 15, 2010 Page 4
• 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 disclosure in the filing; and

• the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.
 Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the registration statement.
 Please contact Kevin Dougherty at (202) 551-327 1, 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.