SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

December 14, 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. 4 to Registrati on Statement on Form F-1
  Filed November 26, 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 beli eve 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 th ey refer to our letter dated October 15, 2010.
 Form F-1/A filed on November 26, 2010

General
 1. We note your response to prior comment one .  Please explain how the JOA with
Geoglobal Resources (India) Inc. was execute d on October 6, 2010, when you disclose in
this response that you are still awaiting the signatures of some  joint venture partners.  If
all parties have signed th e agreement, please file the finalized version of the JOA.  Please
also tell us the status of a ny revised stockholders agreement and file any that have been
executed.
2. We note that you filed in a Form 6-K on December 2, 2010 your interim financial
statements for the three and six months  ended September 30, 2010.  As such, please

Mr. Kam Shah
Bontan Corporation Inc. December 14, 2010 Page 2
update the financial statements included in th is registration statement in accordance with
Item 4A(b)2 of Form F-1.
 Prospectus Summary, page 5

 Background and Status of the Of fshore Israel Project, page 8

 3. We note your disclosure that Mr. Cooper has en gaged in a series of transactions without
the consent of Bontan’s stoc kholders, in contravention of  the stockholders agreement
between the parties.  For inst ance, you disclose that withou t your consent he registered
the 13.609% working interest in IPC Partners hip rather than in IPC Cayman; that on
October 13, 2010 he agreed to sell 50% of the eq uity interest in IPC Partnership held by
IPC Cayman to Ofer Investment Ltd., and on October 25, 2010, entered into an agreement whereby IPC Cayman was to revers e merge with an Isra eli publicly listed
shell company, Shaldieli Ltd., transferring its remaining 50% interest in IPC Partnership
in exchange for 90% of the outstanding stock of Shaldieli.  You disclose that you are
trying to settle your disputes with Mr. Cooper, ITC, and IPC Cayman, and that failure to
resolve these disputes could ha ve a material adverse effect on your business.  In a risk
factor on page 16 you clarify the risk from these transactions, in that an adverse outcome
of any negotiation or litigation to protect your rights to approve such transactions or
defend against claims by Mr. Cooper could caus e you to lose your interest in the licenses
and write off your entire investment.  Please make this risk clear in your prospectus
summary.
 4. If IPC Cayman and IPC Partnership consumma te the proposed transaction with Shaldieli
without your consent, please make clear what recourse, if any, you have to protect your
percentage working interest in the Myra a nd Sarah licenses.  Alte rnatively, even if you
are given the chance to approve this transaction, if your stockholders do in fact approve
the transfer please tell us what  interest, if any, you would have  in the new entity listed on
the Tel Aviv stock exchange or what comp ensation, if any, Bontan stockholders would
receive.
 5. Please disclose the status of your negotiations  with Mr. Cooper and related entities, or
any legal action that you have instituted to  defend your rights under the stockholders
agreement.
 6. We note that in a press release dated Oct ober 26, 2010 on the website of Israel Petroleum
Company,  available at http://www.israelpetroleumcompa ny.com/news/israel-petroleum-
company-signs-agreement-to-acquire-israeli- publicly-listed-shell-company/index.html ,
the company discloses that the prospectus for the reverse merger transaction with Shaldieli is expected to be filed with the Israel  Security Authority by November 4, 2010,
and that IPC Cayman expects to close on this transaction in December 2010.  IPC
Cayman further discloses that Mr. Cooper will be the Chairman and President of the Israeli listed entity, and that this entity intends  to trade its interest in IPC Partnership on

Mr. Kam Shah
Bontan Corporation Inc. December 14, 2010 Page 3
the Tel Aviv stock exchange.  Please update us on  the status of any f ilings with the Israel
Security Authority and if such  transaction has been approved.   Please also disclose this
information in your prospectus summary.
 Management Compensation, page 56

 7. We note your revised disclosure in response to  prior comment eight and we re-issue that
comment.  You have still not provided a co lumn showing total compensation paid.
Please revise.    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 disc losure, 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;

• 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 th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

Mr. Kam Shah
Bontan Corporation Inc. December 14, 2010 Page 4
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.