SecProbe.io

May 14, 2012
Via E-Mail
Frank Oakes President and Chief Executive Officer Stellar Biotechnologies, Inc. 332 E. Scott Street Port Hueneme, California 93041
Re: Stellar Biotechnologies, Inc.
Registration Statement on Form 20-F Amendment No. 1 filed April 30, 2012
  File No. 000-54598

Dear Mr. Oakes:

We have reviewed the amendment to your registration statement filed on April 30, 2012
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 within te n business days by amending your registration
statement and providing the requested information.  If you do not believe 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 may have additional comments.

Registration Statement on Form 20-F

 General

1. Please note that our comments on your recent  request for confidential treatment with
respect to certain exhibits will be provided under separate cover.  In addition, please note
that we may request additional disclosures in your registration  statement as a result of our
review of the exhibits for which you ha ve requested confidential treatment.

2. Since you appear to qualify as an “emerging growth company,” as defined in the
Jumpstart Our Business Startups Act, please disclose prominently in the beginning of
your registration statement that you are an  emerging growth company.  In addition,
describe how and when a company may lo se emerging growth company status and
provide a brief description of the exemption from Section 404(b) of  the Sarbanes-Oxley
Act of 2002.

Mr. Frank Oakes Stellar Biotechnologies, Inc. May 14, 2012 Page 2

 Part I

Item 3 . Key Information
Statement of Capitalization and Indebtedness, page 7

3. It appears that the stockholders’ equity amounts at Fe bruary 28, 2012 should be labeled
November 30, 2011 consistent with your disc losure on page 120.  Please revise.

Item 5. Operating and Financial Review and Prospects, page 27

4. Please revise your disclosure to  highlight that the financia l information for the periods
ended November 30, 2011 and 2010 are unaudited.
Part III
Item 17.  Financial Statements
 Consolidated Statements of Income (Loss), Comp rehensive Income (Loss), and Deficit, page 95

5. Based on your revised disclosure in response to prior comment 44, it appears the earnings
(loss) per share prior to the recapitalization should be restated  to reflect the equivalent
number of shares received by Stellar CA.  Please revise your disclo sure in Note 3, and
explain to us, how the shares issued in the recapitalization were retroactively restated in
the historical financial statements  prior to the transaction.

Notes to Consolidated Financial Statements
Note 7. Licensing Rights, page 106

6. Refer to your revised disclosure in res ponse to prior comment 46. Please revise your
disclosure in the application se ctions of the filing to describe all of the significant terms
of your agreements.  For example, it appears that you did not disclose  the length of each
agreement, any material milestone paym ents, and the termination provisions.
Note 10.  Share Capital, page 108

7. We note your response to prior comment 47.  It appears that you should revise your
tabular disclosure in Note 10 and Note 16 to  arrive at 10,000,000 as the number of shares
outstanding immediately prior to the recapita lization and 6,763,256 as the shares issued
in fiscal 2010 to reflect the historical number of shares of  the legal parent upon
recapitalization.  Please revise or tell us why your current disclosure is appropriate.
8. Consistent with your revised disclosure in response to prior comment 44 please revise
your disclosure in Note 10 and Note 16 to state that the line item for the net assets of the
parent were recorded at their ca rrying value and not  fair value.

Mr. Frank Oakes Stellar Biotechnologies, Inc. May 14, 2012 Page 3

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 include s the information the Securities Exchange Act of
1934 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.
In responding to our comments, please provi de a written statement from the company
acknowledging that:
In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

 You may contact Dana Hartz, Staff Accountant, at (202) 551 -3648 or Don Abbott, Senior
Accountant, at (202) 551-3608, if you have que stions regarding comments on the financial
statements and related matters.  Please cont act John Krug, Senior C ounsel, at (202) 551-3862,
Dan Greenspan, Branch Chief, at (202) 551-3623 , or me at (202) 551-3715 with any other
questions.
Sincerely,
   /s/ Daniel Greenspan for     Jeffrey Riedler
Assistant Director
     cc: Mr. Steve Taylor      A.B. Korelin & Associates, Inc.      17404 163
rd Place SE
     Renton, Washington 98058

Mr. Frank Oakes Stellar Biotechnologies, Inc. May 14, 2012 Page 4