SecProbe.io

February 3, 2011

Frederick Larcombe Chief Financial Officer iBio, Inc. 9 Innovation Way, Suite 100 Newark, DE  19711
Re: iBio, Inc.
  Amendment No. 1 to Registration Statement on Form S-1 on Form S-3
Filed January 27, 2011
  File No. 333-171315

Dear Mr. Larcombe:
 We have reviewed your amended filing and your response letter each dated January 27,
2011 and have the following comment.  In our comment, we 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 comment applies 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 this comments, we may have additional comments.

General

1. We note your response to our prior comment 1.  You have described why the registration
of the resale of 3,000,000 shares of comm on stock underlying stock options held by
private investors to purchase shares currently held by E. Gerald Kay and Carl DeSantis is
desirable, but you have not provided a lega l analysis supporting your conclusion that
registration of such shares is appropriate at this time.  Accordingly, we reissue our
comment.  Please provide us with a detailed  legal analysis under lying your conclusion
that it is appropriate under the federal securities  laws to register the resale of these shares
before exercise of the option takes place and tell us why it is appropriate generally to
register the resale of shares  underlying an option not issued  by the registrant.  Your
analysis should identify the legal authority  upon which you have relied in reaching your
conclusion.  Alternatively, please revise your  registration statement to remove these
shares.

Frederick Larcombe iBio, Inc. February 3, 2011 Page 2

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.
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.
 You may contact Karen Ubell at (202) 551-3873 or me at (202) 551-3715 with any other
questions.
Sincerely,

Jeffrey Riedler
Assistant Director
cc: Andrew Abramowitz, Esq.
Andrew Abramowitz, PLLC 565 Fifth Avenue, 9th Floor New York, NY  10017