SecProbe.io

February 23, 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 your response le tter dated February 16, 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. Please expand your disclosure on page 17 under the heading “Plan of  Distribution” to
specifically identify Messrs. Kay and DeSa ntis, Kobus Investments, LLC and BioMed
Investments, LLC as underwriters.  As it curre ntly reads, you have not differentiated the
other selling stockholders from Messrs. Kay and DeSantis, Kobus Investments, LLC and BioMed Investments, LLC each of which have  been determined to be underwriters.
Further, please identify the material relationship between you and each of the
underwriters.  This disclosure should include the description of th e arrangements made
by the company to facilitate and encourage th e sale of the options from Messrs. Kay and
DeSantis to Kobus Investments, LLC and BioM ed Investments, LLC as described in your
January 27 response letter.  Your discussion should also disclose any commissions, fees
or proceeds to be earned by or  paid to Messrs. Kay or DeSantis pursuant to the sale or
exercise of the options.

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

Frederick Larcombe iBio, Inc. February 23, 2011 Page 2

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, 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