SecProbe.io

February 10, 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.
 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 statement in your response to our prior comment 1 that “The Company has
encouraged Messrs. Kay and DeSantis to ma ke some of their holdings available for
purchase by others and has involved the option ho lders, affiliates of the placement agent
in the Company’s recent private offering, to f acilitate an efficient distribution of the
shares to a variety of other investors particul arly including institutional investors.”  Based
on your response, it appears that this transaction is a primar y distribution by or on behalf
of the company.  Accordingly, please revise you r filing to register the shares on a form on
which you are eligible to conduct a primary offering and identify each of Messrs. Kay and DeSantis, Kobus Investments, LLC and Bi oMed Investments, LLC as underwriters.
Alternatively, please remove Kobus Investments, LLC and BioMed Investments, LLC and their associated shares from the registration statement.

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

Frederick Larcombe iBio, Inc. February 10, 2011 Page 2

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, Dan Greenspan at (202) 551-3623 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