SecProbe.io

June 10, 2011
 Via E-mail

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. 5 to Registrati on Statement on Form F-1
  Filed May 27, 2011   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 amendi ng your registration statement and providing
the requested information.  Where you do not be lieve 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 comment s, we may have additional comments.
 Form F-1/A filed on May 27, 2011

 General

1. Please update us on the status of any litigati on related to your indir ect interests in the
Myra and Sarah licenses. We note that a pr etrial hearing was sc heduled for June 5,
2011 for certain litig ation in Israel.

2. Please file an updated legality opinion, as well as consent of your independent
accountant.

Mr. Kam Shah
Bontan Corporation Inc. June 10, 2011 Page 2
 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that th e filing includes the information the Securities Act
of 1933 and all applicable S ecurities 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 event you request accelerati on of the effective
date of the pending registration statement pl ease provide 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 th e 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 th e 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 regard ing requests for acceleration.  We will
consider a written request for acceleration of th e effective date of the registration statement
as confirmation of the fact that those request ing acceleration are aware of their respective
responsibilities under the Securi ties Act of 1933 and the Securiti es Exchange Act of 1934 as
they relate to the proposed public offering of th e securities specified in  the above registration
statement.  Please allow adequate time for us to review any amendment prior to the requested
effective date of the regist ration statement.
 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 ,
/s/ A.N. Parker

     Anne Nguyen Parker      B r a n c h  C h i e f
cc: Via E-mail

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