SecProbe.io

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 Portage Biotech Inc.

 Clarence Thomas Building, P.O. Box 4649

 Road Town, Tortola, British Virgin Islands, VG1110

 Tel: (302) 219-5556

 May 12, 2025

 VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street N.E.

 Washington, D.C. 20549

 Attention: Tim Buchmiller, Esq.

 Re:
 Portage Biotech Inc.

 Registration Statement on Form F-3, File No. 333-286961

 REQUEST FOR ACCELERATION OF EFFECTIVENESS

 Requested Date: May 12, 2025

 Requested Time: 9:30 am, Eastern Time

 Ladies and Gentlemen:

 Portage Biotech Inc. (the "Company") hereby
requests that the effective date of the Company's Registration Statement on Form F-3 (File No. 333-286961) be accelerated pursuant
to Rule 461 under the Securities Act of 1933, as amended, so that it will be declared and become effective at 9:30 a.m. Eastern time on
May 14, 2025, or as soon thereafter as possible, or at such later time as the Company may orally request via telephone call to the staff
of the Commission (the "Staff"). The Company hereby authorizes Daniel Cohen of Golenbock Eiseman Assor Bell & Peskoe,
LLP, counsel to the Company, to make such request on its behalf.

 Please contact our counsel, Daniel Cohen of Golenbock
Eiseman Assor Bell & Peskoe LLP, at (212) 907-7336, with any questions you may have regarding this request. In addition, the Company
requests that you kindly notify Mr. Cohen by telephone when this request for acceleration has been granted.

 Sincerely yours,

 /s/ Alexander Pickett

 Alexander Pickett

 Chief Executive Officer

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 Attorneys at Law | 711 Third Ave., New York, NY 10017-4014
 T (212) 907-7300 | F (212) 754-0330 | www.golenbock.com

 Direct Dial No.: (212) 907-7349

 Direct Fax No.: (212) 754-0330

 Email Address: AHudders @GOLENBOCK.COM

 May 12, 2025

 United States Securities and Exchange Commission

 Division of Corporation Finance – Office of

 Life Sciences

 Washington, DC 20549

 Attention: Mr. Tim Buchmiller

 Re:

 Portage Biotech Inc.
 Comment Letter dated May 8, 2025
 Form F-3, Amendment No. 1
 File No. 333-28696

 Dear Mr. Buchmiller:

 Reference is made to the letter of
the staff (the "Staff") of the Securities and Exchange Commission (the "Commission"), dated May 8, 2025 ("Comment
Letter"), commenting on the filing of Form F-3 ("Form F-3") of Portage Biotech Inc. (the "Company"). I am
responding on behalf of the Company, as its United States counsel, to the Comment Letter. The response format sets forth the Staff comment
followed by the Company response thereto.

 The Company has amended the Form F-3 to remove the registration of debt
securities and correspondingly removed all reference to debt securities in the registration statement, legal opinion and fee table.

 The Company understands that its management persons are responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff of the
Securities and Exchange Commission.

 If you have any questions about the foregoing, please do not hesitate
to contact Andrew D. Hudders of this firm at 212-907-7349 or ahudders@golenbock.com.

 Very truly yours,

 /S/ Golenbock Eiseman Assor Bell & Peskoe LLP

 Golenbock Eiseman Assor Bell & Peskoe LLP

 cc:
 Ms. Andrea Park,

 Chief Financial Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 8, 2025

Alexander Pickett
Chief Executive Officer
Portage Biotech Inc.
Clarence Thomas Building, P.O. Box 4649
Road Town, Tortola, British Virgin Islands, VG1110

 Re: Portage Biotech Inc.
 Registration Statement on Form F-3
 Filed May 5, 2025
 File No. 333-28696
Dear Alexander Pickett:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Tim Buchmiller at 202-551-3635 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Andrew D. Hudders, Esq.
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
November 3, 2023
Ian Walters, MD, MBA
Chief Executive Officer
Portage Biotech Inc.
Clarence Thomas Building, P.O. Box 4649
Road Town, Tortola
British Virgin Islands, VG1110
Re:Portage Biotech Inc.
Registration Statement on Form F-1
Filed October 31, 2023
File No. 333-275229
Dear Ian Walters:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Dillon Hagius at 202-551-7967 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Steve Abrams

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PORTAGE BIOTECH INC.

Clarence Thomas Building, P.O. Box 4649

Road Town, Tortola

British Virgin Islands, VG1110

November 3, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Dillon Hagius

    Re:
    Portage Biotech Inc.

    Registration Statement on Form F-1

    Filed October 31, 2023

    File No. 333-275229

    Request for Acceleration of Effective Date

Mr. Hagius:

Pursuant to Rule 461 of the
General Rules and Regulations under the Securities Act of 1933, as amended, Portage Biotech Inc. hereby requests that the U.S. Securities
and Exchange Commission accelerate the effective date and time of the above-referenced Registration Statement on Form F-1 (the “Registration
Statement”) and declare the Registration Statement effective as of 4:00 p.m., Eastern Time, on November 7, 2023, or as soon thereafter
as possible.

Please direct any questions
or comments concerning this request to Steven Abrams of Hogan Lovells US LLP at (267) 675-4671. Also, please notify Mr. Abrams when this
request for acceleration has been granted.

    PORTAGE BIOTECH INC.

    By:
    /s/ Allan Shaw

    Name:
    Allan Shaw

    Title:
    Chief Financial Officer

United States securities and exchange commission logo
March 14, 2022
Allan Shaw
Chief Financial Officer
Portage Biotech Inc.
6 Adelaide Street East, Suite 300
Toronto, Ontario, Canada M5C1H6
Re:Portage Biotech Inc.
Form 20-F for the Fiscal Year ended March 31, 2021
Filed July 29, 2021
Filed March 4, 2022
File No. 001-40086
Dear Mr. Shaw:
            We have completed our review of your filings.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

United States securities and exchange commission logo
February 17, 2022
Allan Shaw
Chief Financial Officer
Portage Biotech Inc.
6 Adelaide Street East, Suite 300
Toronto, Ontario, Canada M5C1H6
Re:Portage Biotech Inc.
Form 20-F for the Fiscal Year ended March 31, 2021
Filed July 29, 2021
File No. 001-40086
Dear Mr. Shaw:
            We have reviewed your filing 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 20-F for the Fiscal Year ended March 31, 2021
Financial Statements
Report of Independent Registered Public Accounting Firm, page F-1
1.We note that the opinion on page F-1 indicates an audit of your financial statements was
conducted for the three most recently completed fiscal years.  However, the opinion
expressed only covers the two most recently completed fiscal years.

Please discuss this observation with your auditor. You will need to obtain and file an audit
opinion that covers all three fiscal years to comply with Item 8.A.2 of Form 20-F.

 FirstName LastNameAllan Shaw
 Comapany NamePortage Biotech Inc.
 February 17, 2022 Page 2
 FirstName LastName
Allan Shaw
Portage Biotech Inc.
February 17, 2022
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Lily Dang at 202-551-3867 or John Cannarella at 202-551-3337 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Karl Hiller - Branch Chief at 202-551-3686 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

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    Portage BioTech Inc.: CORRESP - Filed by newsfilecorp.com

    Cantor Fitzgerald & Co.

    499 Park Avenue

    New York, NY 10022

    March 5, 2021

    Securities and Exchange Commission

    100 F. Street, N.E.

    Washington, D.C. 20549

     Re: Portage Biotech Inc. (the "Company")

     Registration Statement on Form F-3

     File No. 333-253468

    Ladies and Gentlemen:

     In accordance with Rule 461 under the Securities Act of 1933, as amended, we hereby join the Company's request for acceleration of the above-referenced Registration Statement, requesting effectiveness be accelerated to 4:30 p.m. Eastern time on Monday, March 8, 2021, or as soon thereafter as practicable.

            Very truly yours,

            CANTOR FITZGERALD & CO.

            By:   /s/ Sameer Vasudev

                    Name: Sameer Vasudev

                    Title:  Managing Director

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    Portage BioTech Inc.: CORRESP - Filed by newsfilecorp.com

    Portage Biotech Inc.

    6 Adelaide St. East, Suite 300

    Toronto, Ontario, Canada M5C 1H6

    March 5, 2021

    Securities and Exchange Commission

    100 F. Street, N.E.

    Washington, D.C. 20549

     Re: Portage Biotech Inc.

     Registration Statement on Form F-3

     File No. 333-253468

    Ladies and Gentlemen:

     In connection with the above referenced Registration Statement on Form F-3 of Portage Biotech Inc., the undersigned, a duly elected officer, hereby requests that the effectiveness of said Registration Statement be accelerated to 4:30 p.m. Eastern time on Monday, March 8, 2021, or as soon thereafter as practicable.

            Very truly yours,

            PORTAGE BIOTECH INC.

            By: /s/ Allan Shaw

                   Name: Allan Shaw

                   Title: Chief Financial Officer

United States securities and exchange commission logo
March 4, 2021
Dr. Ian Walters
Chief Executive Officer and Director
Portage Biotech Inc.
6 Adelaide St. East, Suite 300
Toronto, Ontario, Canada M5C 1H6
Re:Portage Biotech Inc.
Registration Statement on Form F-3
Filed February 24, 2021
File No. 333-253468
Dear Dr. Walters:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Irene Barberena-Meissner, Staff Attorney, at 202-551-6548 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Andrew Hudders, Esq.

January 22, 2013

Via Facsimile
Mr. Kam Shah
Chief Executive Officer
Bontan Corporation
47 Avenue Road, Suite 200
Toronto, Ontario
Canada M5R 2G3

Re:  Bontan Corporation
Form  20-F for Fiscal Year Ended March 31, 2012
Filed July 25, 2012
File No. 0 -30314

Dear Mr. Shah

We have completed our review of your filings .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include  the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

/s/ Ethan Horowitz

Ethan Horowitz
Branch Chief

January  2, 2013

Via F acsimile
Mr. Kam Shah
Chief Executive Officer
Bontan Corporation  Inc.
47 Avenue Road, Suite 200
Toronto, Ontario
Canada M5R 2G3

Re:  Bontan Corporation  Inc.
Form 20 -F for F iscal Year Ended March 31, 2012
Filed July 25 , 2012
File No. 0-30314

Dear Mr. Shah :

We have reviewed your filing an d 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 r espond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   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 filing and the information you provide in
response to these  comments, we may have  additional comments.

Form 20 -F for Fiscal Year Ended March 31, 2012

Item 3. Key Information, page 2

Selected Financial Data, page 3

1. We note your presentation of selected financial data under Canadian GAAP for 2008 and
2009,  and under International Financial Reporting Standards (“IFRS”) for 2010, 2011
and 2012.  Please revise your presentation to disclose that the information based on
previous GAAP is not comparable to the information based on IFRS.  In addition, please
revis e your presentation so financial data determined under Canadian GAAP is not
presented side -by-side with IFRS financial data here and throughout your annual report .
Refer to the Instructions of General Instruction G of Form 20 -F.

Mr. Kam Shah
Bontan Corporation  Inc.
January  2, 2013
Page 2

2. It appears that you have presented information prepared in accordance with US GAAP as
part of your selected financial data disclosure.  Please provide a reconciliation to US
GAAP for all periods for which this information is provided or remove the disclosu re of
US GAAP -basis information .

Item 1 7. Financial Statements, page 40

3. We note that your financial statements are filed as part of the annual report under Item
17.  Please note that c ompliance with Item 18 is required for annual reports on Form 20 -
F.  Please revise .  Refer to General Instruction E(c)(2)  of Form 20 -F.

Consolidated Financial Statements  for the Years Ended March 31, 2012 and 2011

Report of Independent Registered Public Accounting Firm , page 2

4. We note the report issued by your independent accountant  states : “In our opinion, the
consolidated financial statements present fairly, in all material respects, the financi al
position of Bontan Corporation, Inc. … in accordance with International Financial
Reporting Standards.”  Please obtain a revis ed report which  compl ies with Item 17(c) of
Form 20 -F and explicitly state s, if true, the financial statements comply with Internationa l
Financial Reporting Standards  as issued by the International Acc ounting Standards
Board .

5. We also note the report issue d by your independent accountant appears to use going
concern language that is not consistent with PCAOB standards.  Please obtain a revised
report that uses the term “substantial doubt” in referencing a going concern matter.   Refer
to AU 341.

Notes to Co nsolidated Financial Statements

Note 20. Transition to IFRS, page 25

6. We note your disclosure regarding your application of optional exemptions under IFRS 1.
To the extent that your primary financial statements reflect the use of the mandatory
exceptions  of IFRS 1, please identify for us the items or class of items to which the
exceptions were applied and describe to us the accounting principle that was used and
how it was applied.  In addition and to the extent material, also qualitatively describe to
us the impact on the financial condition, changes in financial condition and results of
operations that the treatment specified by IFRS would have had absent these mandatory
exceptions.   Refer to paragraph s 13-17 and 23 of IFRS 1.

Mr. Kam Shah
Bontan Corporation  Inc.
January  2, 2013
Page 3

 7. We also note  you used the deemed cost exemption under IFRS 1 for o il and gas
companies.  Please  disclose the basis on which the carrying amounts determined under
previous GAAP we re determined.  Refer to paragraph 31A of IFRS 1 .

            We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the compa ny 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 provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action wi th 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 federal securities laws of the United States.

You may contact Robert Carroll at (202) 551 -3362  or me at (202) 551 -3311  if you have
any questions regarding comments on the financial statements and related matters.

Sincerely,

 /s/ Ethan Horowitz

Ethan Horowitz
Branch Chief

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    requestforeffectiveness.htm

July 7, 2011

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, D.C.  20549

Re:           Bontan Corporation Inc.

Registration Statement on Form F-1

File No.  333-164935

Ladies and Gentlemen:

The undersigned registrant hereby requests that the Securities and Exchange Commission cause the above-referenced Registration Statement on Form F-1 to become effective on Monday, July 11, 2011 at 2:00 p.m., Eastern Time, or as soon thereafter as is practicable.

In connection with this request, the Company, through the undersigned officer, hereby acknowledges the following:

·

should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the 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 the disclosure in the filing; and

·

the Company may not assert staff comments and 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 confirm that the above-referenced Registration Statement has been declared effective by telephoning Jeffrey C. Robbins, Esq. of Messerli & Kramer P.A. at 612-672-3706.  Thank you for your consideration in this matter.

Very truly yours,

BONTAN CORPORATION INC.

By: /s/ Kam Shah

Kam Shah

Chief Executive and Financial Officer

cc:           Jeffrey C. Robbins, Messerli & Kramer P.A. (via e-mail)

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.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

December 14, 2010
 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. 4 to Registrati on Statement on Form F-1
  Filed November 26, 2010   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 amending your registration statement and providing the
requested information.  Where you do not beli eve 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 ma y have additional comments.  Unless otherwise
noted, where prior comments are referred to th ey refer to our letter dated October 15, 2010.
 Form F-1/A filed on November 26, 2010

General
 1. We note your response to prior comment one .  Please explain how the JOA with
Geoglobal Resources (India) Inc. was execute d on October 6, 2010, when you disclose in
this response that you are still awaiting the signatures of some  joint venture partners.  If
all parties have signed th e agreement, please file the finalized version of the JOA.  Please
also tell us the status of a ny revised stockholders agreement and file any that have been
executed.
2. We note that you filed in a Form 6-K on December 2, 2010 your interim financial
statements for the three and six months  ended September 30, 2010.  As such, please

Mr. Kam Shah
Bontan Corporation Inc. December 14, 2010 Page 2
update the financial statements included in th is registration statement in accordance with
Item 4A(b)2 of Form F-1.
 Prospectus Summary, page 5

 Background and Status of the Of fshore Israel Project, page 8

 3. We note your disclosure that Mr. Cooper has en gaged in a series of transactions without
the consent of Bontan’s stoc kholders, in contravention of  the stockholders agreement
between the parties.  For inst ance, you disclose that withou t your consent he registered
the 13.609% working interest in IPC Partners hip rather than in IPC Cayman; that on
October 13, 2010 he agreed to sell 50% of the eq uity interest in IPC Partnership held by
IPC Cayman to Ofer Investment Ltd., and on October 25, 2010, entered into an agreement whereby IPC Cayman was to revers e merge with an Isra eli publicly listed
shell company, Shaldieli Ltd., transferring its remaining 50% interest in IPC Partnership
in exchange for 90% of the outstanding stock of Shaldieli.  You disclose that you are
trying to settle your disputes with Mr. Cooper, ITC, and IPC Cayman, and that failure to
resolve these disputes could ha ve a material adverse effect on your business.  In a risk
factor on page 16 you clarify the risk from these transactions, in that an adverse outcome
of any negotiation or litigation to protect your rights to approve such transactions or
defend against claims by Mr. Cooper could caus e you to lose your interest in the licenses
and write off your entire investment.  Please make this risk clear in your prospectus
summary.
 4. If IPC Cayman and IPC Partnership consumma te the proposed transaction with Shaldieli
without your consent, please make clear what recourse, if any, you have to protect your
percentage working interest in the Myra a nd Sarah licenses.  Alte rnatively, even if you
are given the chance to approve this transaction, if your stockholders do in fact approve
the transfer please tell us what  interest, if any, you would have  in the new entity listed on
the Tel Aviv stock exchange or what comp ensation, if any, Bontan stockholders would
receive.
 5. Please disclose the status of your negotiations  with Mr. Cooper and related entities, or
any legal action that you have instituted to  defend your rights under the stockholders
agreement.
 6. We note that in a press release dated Oct ober 26, 2010 on the website of Israel Petroleum
Company,  available at http://www.israelpetroleumcompa ny.com/news/israel-petroleum-
company-signs-agreement-to-acquire-israeli- publicly-listed-shell-company/index.html ,
the company discloses that the prospectus for the reverse merger transaction with Shaldieli is expected to be filed with the Israel  Security Authority by November 4, 2010,
and that IPC Cayman expects to close on this transaction in December 2010.  IPC
Cayman further discloses that Mr. Cooper will be the Chairman and President of the Israeli listed entity, and that this entity intends  to trade its interest in IPC Partnership on

Mr. Kam Shah
Bontan Corporation Inc. December 14, 2010 Page 3
the Tel Aviv stock exchange.  Please update us on  the status of any f ilings with the Israel
Security Authority and if such  transaction has been approved.   Please also disclose this
information in your prospectus summary.
 Management Compensation, page 56

 7. We note your revised disclosure in response to  prior comment eight and we re-issue that
comment.  You have still not provided a co lumn showing total compensation paid.
Please revise.    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 disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide 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 the Co mmission 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 the 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 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 th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

Mr. Kam Shah
Bontan Corporation Inc. December 14, 2010 Page 4
Please contact Kevin Dougherty at (202) 551-327 1, or in his absence, the undersigned at
(202) 551- 3611 with any questions.

     S i n c e r e l y ,

     Anne Nguyen Parker      B r a n c h  C h i e f
cc: Via Facsimile (612) 672-3777

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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

October 15, 2010

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. 3 to Registrati on Statement on Form F-1
  Filed September 29, 2010
  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 amending your registration statement and providing the
requested information.  Where 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 ma y have additional comments.  Unless otherwise
noted, where prior comments are referred to they refer to our letter dated July 19, 2010.
 Form F-1/A filed on September 29, 2010

General

1. Please tell us if you and your jo int venture partners have entered into the joint operating
agreement with Geoglobal, and also if you ha ve entered into the revised Stockholders
Agreement with ITC, which you disclose on page 23 has been significantly affected by the Allocation of Rights and Settlement Agr eement.  If neither agreement has been
entered into, please tell us your  expected timetable.  If such agreements have been
entered into, please revise your disclosure as applicable throu ghout the registration
statement.

Mr. Kam Shah
Bontan Corporation Inc.
October 15, 2010 Page 2  Prospectus Summary, page 2

 2. We note the table you provide in response to prior comment 4.  However, we note that
this table does not reflect your indirect wo rking interest, which we note appears to be
10.45%, and looks to be further reduced if the operator exercises its option to acquire an
additional 2.5% of working interest from th e “Lead Investors” a nd IPC Cayman.  Please
include this information in the tables  or in a footnote to the tables.
 3. Further, the discussion in this section and throughout your filing mentions multiple
entities that are related to you through ownership or joint venture relationships.  For
example, we note your indirect ownership of the working interest, as held by your 100% owned subsidiary Israeli Oil & Gas Corporat ion’s 76.79% interest in  IPC Cayman, which
in turn owns 100% of IPC Oil and Gas (Israel), Ltd. Partnership that  is the registered
holder of 13.6090% of the licenses.  In orde r for investors to fully understand all the
intertwined relationships, pl ease provide a graphical illu stration indicating your holding
in IPC Cayman, IPC Cayman’s other shareholde r, the ownership of th e rights in the Myra
and Sara licenses as held by you, Internat ional Three Crown Petroleum LLC and IPC
Cayman, as well as the other holders, and also indicate the members of the steering
committee that control the operation.  Please also reflect the overri ding royalty interests
held by certain parties. In th e graphical illustration, please be  sure to include each entity’s
full name, as well as the abbreviated na me, if any, that you use throughout the
registration statement.
 4. We note your disclosure in a risk factor on pa ge 6 and in the liquidity section on page 40
that you are required to provide financial cap ability of USD$12 million on or before
December 1, 2010 to your joint venture partners to cover your share of the estimated costs of the two test wells.  Please also di sclose this pending funding requirement in your
prospectus summary and disclose the imp act to your working interest if you cannot
provide such funding.

Manager of IPC Cayman, page 4

5. From review of the Stockholders Agreemen t filed as Exhibit 10.2, it appears that the
initial director, International Three Crown Petroleum LLC (“ITC”), cannot be removed
other than for willful misconduct that advers ely affects the offshore Israel project or
transfer of the ownership of ITC, such th at Mr. H. Howard C ooper is no longer the
managing member.  Please disclose th is information in the section.
 6. We note that Section V. B of the Allocation of Rights Agreement filed as Exhibit 10.4 to
your June 30, 2010 amendment reflects that IT C and Bontan agree th at an individual
appointed by ITC shall be IPC's representati ve on the steering committee.  With a view
towards disclosure, please explain  why you, the 76.79% owner of IPC, agreed that
minority owner ITC shall appoint an individual to be IPC’s representative on the steering

Mr. Kam Shah
Bontan Corporation Inc.
October 15, 2010 Page 3
committee, i.e., Mr. H. Howard Cooper.  Explai n this in light of th e risk factors on page
11 regarding the conflicts of inte rest between you and ITC.
 7. We note your disclosure in Note 20 for the year ended March 31, 2010 and Note 14 to the
Notes to Consolidated Financial Statements for the three months ended June 30, 2010, that the sole director of y our subsidiary IPC Cayman co mmunicated to you that you are
required to complete a best efforts financing of $18 million and to cont ribute all proceeds
to IPC Cayman.  He also presented you w ith an invoice for $2,291,001 claiming that it
represented estimated proceeds from the private placement financing completed by you
on April 30, 2010.  You disclose that you dispute these claims and are in negotiations to
resolve.  Please tell us the status of th ese negotiations, and explain the basis for the
director of your majority owned subsid iary IPC Cayman demanding an $18 million
financing and $2,291,001 in proceeds owed to  it from a prior completed private
financing. Tell us what consideration you gave to  adding disclosure of this dispute to the
risk factor on page 11.
 Management Compensation, page 45

 8. We note your response to prior comment  5; however, your revised summary
compensation table does not include a “tot al” compensation column.  Please revise.

Undertakings, page 135

9. Please include the undertaking required by Item  512(a)(5)(i) or (i i), and please also
explain why you have included the 430A undertaking.  Please also remove the
undertaking provided by Item 512(b) as you do not appear eligible  to incorporate
subsequent Exchange Act documents by reference.  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.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide 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 the Co mmission from taking any action with respect
to the filing;

Mr. Kam Shah
Bontan Corporation Inc. October 15, 2010 Page 4
• 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 the 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 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.
 Please contact Kevin Dougherty at (202) 551-327 1, or in his absence, the undersigned at
(202) 551- 3611 with any questions.

     S i n c e r e l y ,

     Anne Nguyen Parker      B r a n c h  C h i e f
cc: Via Facsimile (612) 672-3777

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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

July 19, 2010

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. 2 to Registrati on Statement on Form F-1
  Filed June 30, 2010
  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 am ending your registration statement and
providing the requested information.  Where you do not believe our comments apply to
your facts and circumstances or do not believ e an amendment is appropriate, please tell
us why in your response.
 After reviewing any amendment to your registration statement and the
information you provide in response to th ese comments, we may have additional
comments.  Unless otherwise noted, where prio r comments are referred to they refer to
our letter dated March 12, 2010.
Form F-1

General

1. We note your disclosure that you comple ted a private placement as of April 20,
2010 of 37,750,000 units at USD$0.20 per share to 71 accredited investors. Each
unit consists of one common share and one warrant to purchase one common
share at an exercise price of USD$0.35 per share. You also issued warrants to
purchase 3,775,000 common shares at an exer cise price of USD$0.35 per share to
an accredited investor as a finder’s fee.  As these shares were sold after the filing of your initial registration statement, pleas e explain whether the shares sold in the
private placement were solicited by means of the registration statement or through
some other means that would otherwise not foreclose the availability of the

Mr. Kam Shah
Bontan Corporation Inc.
July 19, 2010 Page 2
Section 4(2) exemption.  See Section II.C of SEC Release No. 33-8828 for more information.
2. Shares issued after the initial filing of this registration statement, which include shares issued pursuant to the private placement that closed April 20, 2010, may
not be included in this registration statem ent for resale.  Please revise your filing
accordingly.
 3. Since your web site contains disclosure  about properties on which your company
has no right to explore or drill, it would be helpful for you to include the
following cautionary language along with such information:

“Cautionary Note to U.S. Investors -- The United States Securities and
Exchange Commission permits oil and ga s companies, in their filings with
the SEC, to disclose only reserves that comply with the definitions
presented at Rule 4-10(a) of Regulation S-X, available at
http://ecfr.gpoaccess.go v/cgi/t/text/text-
idx?c=ecfr&sid=09bab17ab4ad213f95a1a0d22f305e60&rgn=div8&view=
text&node=17:2.0.1.1.8.0.21.43&idno=17 .  Our web site contains
information about adjacent propert ies on which we have no right to
explore or drill. U.S. in vestors are urged to consid er closely the disclosure
in our registration statement on Form F-1, File No. 333-164935, which
may be secured from us, or from the SEC’s website at http://www.sec.gov/edgar/se archedgar/webusers.htm
.

Please indicate the loca tion of this disclaimer in your response.
 Prospectus Summary, page 4

 4. Please provide a chart or graphical illu stration indicating the ownership of the
Mira and Sara Licenses by yourself and your partners, after the allocation of
rights and settlement agreements.  Incl ude in this chart your relationship,
including relevant percentage s of equity or other interests, with IPC Cayman, IPC
Partnership, Three Crown Petroleum LLC , Mr. Howard Cooper, IPC Oil & Gas
(Israel), Emanuelle Energy Ltd., IDB- DT Energy (2010) Ltd. and Geoglobal
Resources (India) Inc.
 Management Compensation, page 45

 5. We note your response to prior comment 4, in which you disclose that the board
has agreed to expense these payments.  However, we reissue prior comment 5 in part.  Please explain if these payments are included as compensation for Mr. Shah in the summary compensation table.  Please also clarify where you have
accounted for this expense in your financial statements.

Mr. Kam Shah
Bontan Corporation Inc.
July 19, 2010 Page 3  Selling Shareholders, page 55

 6. Your response to prior comment 5 disclose s that none of the selling shareholders
is a broker-dealer or an affiliate of a broker-dealer. However, this information does not appear disclosed in the amended Form F-1.  Please revise.
 Additional Information

Share Capital, page 59

7. In response to prior comment 1 you disclose that all shares and warrants issued to
PetroMed have been cancelled under th e allocation of rights and settlement
agreement and eliminated from this registration statement.  Please explain why these shares do not appear to be in cluded under “cancelled shares.”

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes 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 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 ev ent you request acceleration of the
effective date of the pending registration st atement please provide a written statement
from the company acknowledging that:

• should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the 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 the disclo sure in the filing; and

• the company may not assert staff comment s and the declaration of effectiveness
as a defense in any proceeding initiat ed 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 the effective date of the registration statement as confirmation of th e fact that those requesting acc eleration are aware of their
respective responsibilities unde r the Securities Act of 1933 a nd the Securities Exchange
Act of 1934 as they relate to the proposed public  offering of the securi ties specified in the
above registration statement.  Please allo w adequate time for us to review any
amendment prior to the requested effective da te of the registration statement.

Mr. Kam Shah
Bontan Corporation Inc. July 19, 2010 Page 4
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 ,

     Anne Nguyen Parker      B r a n c h  C h i e f
cc: Via Facsimile (612) 672-3777

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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4628

       DIVISION OF
CORPORATION FINANCE

         March 12, 2010   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. 1 to Registrati on Statement on Form F-1
  Filed February 25, 2010   File No. 333-164935
Dear Mr. Shah:

We have limited our review of your filing to those issues we have addressed in
our comments.  Where indicated, we think you should revise your document in response
to these comments.  If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form F-1

 General

 1. In light of PetroMed’s attempt to rescind the transaction in which it received the
shares that you are seeking to regist er, please tell us why you believe it is
appropriate to register thes e shares at this time.
 2. Please disclose if any selling shareholder is a broker-dealer or an affiliate of a
broker-dealer.

Mr. Kam Shah
Bontan Corporation Inc. March 12, 2010 Page 2  Management Compensation, page 25

 3. You disclose in note 10 to your financial st atements the amount of consulting fees
settled in stocks and options, as well as t hose fees settled in cash for the fiscal
years ended March 31, 2009, 2008, and 2007. However, these fees do not match the total compensation paid to your executive  officers for these respective years in
your summary compensation table.  Please e xplain this difference.   Please explain
if the consulting fees paid in cash are incl uded in the “Salary” column and if those
paid in options are includ ed in the “Option Awards” column, and why there is no
equivalent stock awards column for those fees settled in stock.
 4. You also disclose that under your consu lting agreement with Mr. Shah, from June
1, 2008 to December 31, 2008, he was allowed to draw $10,000 per month in arrears, for a total of $70,000, to be repaid  when the market price of your common
stock reaches above $0.50 for a period of three consecutive months.  Please
explain this arrangement, including whet her this was included as compensation in
your summary compensation table.  With resp ect to this arrangement, please also
provide us with an analysis as to how you are in compliance with Section 13(k) of
the Exchange Act.
 Selling Shareholders, page 32

5. For each non-natural person listed in your  selling shareholders table, please
identify in the registration statement th e person or persons who have voting or
investment control over the company's securities that the entity owns.
 Financial Statements

 Consolidated Financial Statements for th e Three and Six Months Ended September 30,
2009 and 2008, page 71
 6. You appear to have inadve rtently provided interim financial statements for the
period ending September 30, 2008 and 2007.  For example, see your interim statement of operations and statement of cas h flows.  Please revise to provide the
proper financial statements in a ccordance with Regulation S-X.
 Signatures, page 95

 7. Please revise to specify if your registra tion statement was signed by your principal
executive officer, your principal financial officer, and your controller or principal
accounting officer. See Instruction 1 to th e Signatures section of Form F-1.

Mr. Kam Shah
Bontan Corporation Inc. March 12, 2010 Page 3  Exhibits

 8. We note that you intend to file the promisso ry note to Castle Rock Resources II,
LLC, dated November 12, 2009, by amendment.  Please ensure that this is filed in
your next amendment.
 Closing Comments

As appropriate, please amend your filing in response to these comments.  You
may wish to provide us with marked copies of  the amendment to expe dite our review.
Please furnish a cover letter with each am endment that keys your responses to our
comments and provides any requested inform ation.  Detailed cover letters greatly
facilitate our review.  Please understand th at we may have additional comments after
reviewing your amendment a nd responses to our comment.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  Since the
company and its management are in possessi on of all facts relating to a company’s
disclosure, they are responsible for the accur acy and adequacy of the disclosures they
have made.

Notwithstanding our comments, in the even t the company requests acceleration of
the effective date of the registration statemen t, it should furnish a le tter, at the time of
such request, 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 the disclosure in the filing; and
 ‚ the company may not assert staff comments and 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.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to any comments on your filing.

Mr. Kam Shah
Bontan Corporation Inc. March 12, 2010 Page 4
We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
We direct your attention to Rule 461  regarding requesti ng acceleration of a
registration statement.  Please allow adequate  time after the filing of any amendment for
further review before submitting a request for acceleration.  Please provide this request at
least two business days in advance of the requested effective date.
 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 ,

     Anne Nguyen Parker      B r a n c h  C h i e f

cc: Via Facsimile (612) 672-3777

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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

DIVISION OF
CORPORATION FINANCE MAIL STOP 7010
        April 23, 2007

Mr. Kam Shah, Chief Financial Officer
Bontan Corporation
47 Avenue Road, Suite 200
Toronto, Ontario
Canada M5R 2G3

 Re: Bontan Corporation
  Form 20-F for the Fiscal Year Ended March 31, 2006
Filed August 29, 2006
  File No. 000-30314

Dear Mr. Shah:

 We have completed our review of your Form 20-F and related filings and have no
further comments at this time.

Sincerely,

        A p r i l  S i f f o r d
        B r a n c h  C h i e f

CORRESP
1
filename1.htm

D E A L C H E C K

 Bontan Corporation Inc.

47 Avenue Road, Suite 200

Toronto, Ontario, Canada M5R 2G3

T:  416-860-0211

F:  416-361-6228

W:  www.bontancorporation.com

VIA EDGAR SYSTEM

April 16, 2007

Ms. April Sifford, Branch Chief

Division of Corporate Finance

U.S. Securities and Exchange Commission

100 F. Street N.E.

Washington, D.C.  20549

Re:

SEC (2nd) Comment Letter dated March 7, 2007 on Form 20-F/A for the year ended March 31, 2006

Commission File No. 000-30314

Dear Ms. Sifford:

We are writing in response to the Staff's comment in its letter to us dated March 7, 2007, our response thereto dated March 8, 2007 and our subsequent telephone conversation with Mr. Ryan Milne.

This letter provides further clarification to our treatment of unrealised foreign currency translation gains and losses

Note 16. Differences Between Canadian and United States Generally Accepted Accounting Principles, page 25

The staff queried as to why were the effects of the changes in exchange rates between functional currency (Canadian dollar) and the foreign currencies not reported in net income under the US GAAP. There should therefore be no difference in the treatment under Canadian GAAP and US GAAP for such item as per the staff.

RESPONSE

Our consolidated financials include financials of our wholly owned subsidiary, Bontan Oil & Gas Corporation (“BOG”). BOG is incorporated and located in Toronto, Ontario, Canada but its functional currency is US Dollar. BOG currently does not have any direct source of revenue to meet its operational costs and relies on funding from its parent company, Bontan Corporation Inc. (“BCI”) for its projects investments. Thus, BOG is currently an integrated entity.

For the last few years, BOG invested over US$3 million in an oil exploration project in Louisiana. These funds were borrowed from the parent company. As a result, there is a payable to BCI in the books of BOG of approximately US$3 million  and similarly BCI books  show receivable of the same amount in Canadian dollar, which is the functional currency.

Thus, at the time of quarterly and annual consolidation of the financials of BOG and BCI, BOG financials get converted into Canadian dollar as per the accounting policy. The resultant translation gains and losses, which are non realised, are therefore included in other comprehensive income as per FAS 52(13) and FAS 130 . However, such gains and losses are included in the computation of net income under the Canadian GAAP.

Please call me at 416-929-1806 with any questions regarding this letter.

Sincerely,

Sd:  Kam Shah

Bontan Corporation Inc.

By: Kam Shah, Chief  Executive and Financial Officer

cc:

Ryan Milne, Division of Corporate Finance

CORRESP
1
filename1.htm

D E A L C H E C K

 Bontan Corporation Inc.

47 Avenue Road, Suite 200

Toronto, Ontario, Canada M5R 2G3

T:  416-860-0211

F:  416-361-6228

W:  www.bontancorporation.com

VIA EDGAR SYSTEM

March 8, 2007

Ms. April Sifford, Branch Chief

Division of Corporate Finance

U.S. Securities and Exchange Commission

100 F. Street N.E.

Washington, D.C.  20549

Re:

SEC (2nd) Comment Letter dated March 7, 2007 on Form 20-F/A for the year ended March 31, 2006

Commission File No. 000-30314

Dear Ms. Sifford:

We are writing in response to the Staff's comment in its letter to us dated March 7,2007.

Note 16. Differences Between Canadian and United States Generally Accepted Accounting Principles, page 25

The staff queried as to why were the effects of the changes in exchange rates between functional currency (Canadian dollar) and the foreign currencies not reported in net income under the US GAAP. There should therefore be no difference in the treatment under Canadian GAAP and US GAAP for such item as per the staff.

RESPONSE

We believe the confusion is in the accounting treatment between realised and unrealised translation gains and losses.

Under the Canadian GAAP, both realised and unrealised exchange differences arising from translation of the foreign currency into the functional currency are included in the computation of net income.

Under the US GAAP FAS 52(15), foreign currency transaction gains or losses realised upon settlement of a foreign currency transactions are to be included in determination of  net income. We follow this policy for all our realised gains and losses on foreign currency transactions and therefore there is no difference between US and Canadian GAAP for this item.

However, as per FAS 52 (13) and FAS 130, translation adjustments resulting from translating foreign currency financials into the functional currency shall not be included in determination of net income but shall be included in other comprehensive income computation.  We therefore reclassify such unrealised translation gains and losses upon consolidation at the period end from net income as required under Canadian GAAP to other comprehensive income as required under the US GAAP.

We hope that the above clarifies the treatment under Note 16.

Please call me at 416-929-1806 with any questions regarding this letter.

Sincerely,

Sd:  Kam Shah

Bontan Corporation Inc.

By: Kam Shah, Chief Financial Officer

cc:

Ryan Milne, Division of Corporate Finance

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

DIVISION OF
CORPORATION FINANCE MAIL STOP 7010
        March 7, 2007

Mr. Kam Shah, Chief Financial Officer
Bontan Corporation Inc.
47 Avenue Road, Suite 200
Toronto, Ontario
Canada M5R 2G3

 Re: Bontan Corporation Inc.
  Form 20-F/A for the Fiscal Year Ended March 31, 2006
Filed February 5, 2007
  File No. 000-30314

  Response Letter Dated February 2, 2007

Dear Mr. Shah:

We have reviewed your Form 20-F/A for the fiscal year ended March 31, 2006,
and response letter dated February 2, 2007, and have the following comment.  We have
limited our review of your filing to those issues we have addressed in our comments.  Where indicated, we think you should revise your document in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.

Please understand that the purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. Kam Shah
Bontan Corporation Inc.
March 7, 2007 Page 2

Form 20-F/A for the Fiscal Year Ended March  31, 2006

Note 16.  Differences Between Canadian and United States Generally Accepted
Accounting Principles, page 25

1. We note your response to comment six of our letter dated January 24, 2007.  Please confirm our understanding that you treat all foreign operations as integrated foreign operations as set forth in CICA 1651.07 under Canadian GAAP.  As such, you include the gains or losses on translation in the consolidated statements of operations.   We note in Note 2 to your consolidated financial statements that your functional currency is the Canadian dollar.  Tell us how you account for foreign currency translation under U.S. GAAP.  As set forth in paragraph 15 of SFAS 52, a change in exchange rates between the functional currency and the currency in which a transaction is denominated represents a transaction gain or loss that is included in net income.  In your case, it appears to us that changes in exchange rates between the functional currency (Canadian dollar) and the foreign currencies should be reported in net income, which would be consistent with your treatment under Canadian GAAP, and no U.S. GAAP difference should exist.  Please advise us if our understanding is incorrect and cite the specific accounting guidance under Canadian GAAP and U.S. GAAP that you relied upon to support your positions.  Otherwise, provide us with an assessment of the materiality of the error under SAB 99.

Closing Comments

As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provide us with a response.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  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.

Mr. Kam Shah
Bontan Corporation Inc.
March 7, 2007 Page 3

 In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:

‚ the company is responsible for the adequacy and accuracy of the disclosure 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 federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.

 You may contact Ryan Milne at (202)  551-3688, or Kimberly Calder at (202)
551-3701, if you have questions regarding comments on the financial statements and related matters.  Please contact me at (202) 551-3684 with any other questions.

        S i n c e r e l y ,

        A p r i l  S i f f o r d
        B r a n c h  C h i e f

CORRESP
1
filename1.htm

D E A L C H E C K

 Bontan Corporation Inc.

47 Avenue Road, Suite 200

Toronto, Ontario, Canada M5R 2G3

T:  416-860-0211

F:  416-361-6228

W:  www.bontancorporation.com

VIA EDGAR SYSTEM

February 2, 2007

Ms. April Sifford, Branch Chief

Division of Corporate Finance

U.S. Securities and Exchange Commission

100 F. Street N.E.

Washington, D.C.  20549

Re:

SEC Comment Letter dated January 24, 2007 on Form 20-F for the year ended March 31, 2006

Commission File No. 000-30314

Dear Ms. Sifford:

We are writing in response to the Staff's comments in its letter to us dated January 24, 2007. Our responses herein follow the order of the comments raised in the January 24, 2007 letter.

1.

Item3 –Key information (A) Selected Financial Data  -  Question 1.

The Staff has requested that the caption of “Revenue” in the selected financial data table be changed to “other income” to conform to the presentation in our financial statements

RESPONSE:  We have revised the caption to other income in the amended 20-F, being filed with this letter.

2.

Item 10 – Additional Information (H) Documents on Display -  Question 2.

a.

The Staff has requested that SEC’s Public Reference Room address be updated to 100 F Street, N.E. ,Washington DC 20549

RESPONSE:  We have revised the address of the SEC’s Public Reference Room in the amended 20-F, being filed with this letter.

3.

Item 15 – Controls and Procedures  Question 3.

Bullet one

The Staff has asked us to revise reference to the definition of disclosure controls and procedures from Exchange Act rule 13a-14(c) to Rules 13a-15 and 15d-15

RESPONSE:

The reference to definition is revised as required in the amended 20-F, being filed with this letter.

Bullet Two

The Staff has asked us to revise our disclosure in item 15B to disclose any change in our internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

RESPONSE:

The required disclosure is revised to extend during the period covered by the annual report in the amended 20-F, being filed with this letter.

4.

Consolidated Financial Statements, page 1  Auditors’ Report, page 3  Question 4.

The Staff has asked us to include the report of our previous auditors for the fiscal years 2005 and 2004

RESPONSE:

We have now included the previous auditors’ report dated July 27, 2005 for the fiscal years 2005 and 2004 as Exhibit F-8 under Item 19 (a) Financial Statements in the amended  20-F, being filed with this letter.

5.

Consolidated Financial Statements, page 1  Auditors’ Report, page 3  Question 5.

The Staff pointed out that the auditor’s report was dated July 12, 2000, which preceded the date of the financial statements and requested our explanation

RESPONSE:

The auditors’ report, issued to us is dated July 12, 2006. Unfortunately, it appears that the year was incorrectly shown as “2000” while Edgarizing the financial statements. It is a typo error. We have now included financials with correctly dated auditors’ report with the amended 20-F, being filed with this letter.

6.

Note 16. Differences Between Canadian and United States Generally Accepted Accounting Principles, page 25   Question 6

First Part of your question

The Staff asked us to revise the financials to explain the differences between Canadian and US GAAP as regards reclassification of period end translation gains or losses from loss for year to comprehensive loss for year

RESPONSE

We agree that such an explanation would be useful to understand the adjustment. However, we request that SEC allow us to reflect such explanation in our future financials and not insist on revising the existing ones due to the following reasons:

a.

Our audited financials for the year ended March 31, 2006 were already filed with Ontario Securities Commission and approved by the shareholders in the annual and special meeting on December 3, 2006. Any revision at this stage would cause undue hardship and costs  in terms of refilling and re calling another shareholders meeting to approve the revision, which we do not think commensurate with the benefit that the proposed revision would confer to our shareholders and investors

b.

The information is now dated and amended information would not add significant value to the usefulness of the financials for investors and our shareholders.

Second Part of your question

The Staff has a question regarding reporting of accumulated other comprehensive income as a gain or loss on liquidation of the investment in a foreign entity

RESPONSE

The accumulated other comprehensive income of $564,631 under US GAAP at March 31, 2006 comprised of the following items:

1. Cumulative period end foreign currency translation losses        ($ 165,949)

2. Cumulative unrealised gain on available for sale

     Marketable securities

            $ 730,580

The accumulated other income does not include any gain or loss on liquidation of an investment in a foreign entity.

Please call me at 416-929-1806 with any questions regarding this letter.

Sincerely,

Sd:  Kam Shah

Bontan Corporation Inc.

By: Kam Shah, Chief Financial Officer

cc:

Ryan Milne, Division of Corporate Finance

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

DIVISION OF
CORPORATION FINANCE MAIL STOP 7010
        January 24, 2007

Mr. Kam Shah, Chief Financial Officer
Bontan Corporation
47 Avenue Road, Suite 200
Toronto, Ontario
Canada M5R 2G3

 Re: Bontan Corporation
  Form 20-F for the Fiscal Year Ended March 31, 2006
Filed August 29, 2006
  File No. 000-30314

Dear Mr. Shah:

We have reviewed your Form 20-F for the fiscal year ended March 31, 2006, and
have the following comments.  We have limited our review of your filing to those issues
we have addressed in our comments.  Where indicated, we think you should revise your document in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.

Please understand that the purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. Kam Shah
Bontan Corporation
January 24, 2007 Page 2

Form 20-F for the Fiscal Year Ended March 31, 2006

Item 3 – Key Information

(A) Selected Financial Data

1. We note that you present revenue in your table of selected financial data, which appears inconsistent with the presentation in your consolidated financial statements as other income.  Please change the caption of “revenue” to “other income,” in order to conform to its presentation in your consolidated financial statements.

Item 10 – Additional Information

(H) Documents on Display

2. Please update the address of SEC’s Public Reference Room to be: 100 F Street, N.E., Washington DC 20549.

Item 15 – Controls and Procedures

3. Please revise the disclosures in Item 15. as follows:

• Change your reference in Item 15.A to the definition of disclosure controls and procedures from Exchange Act Rule 13a-14(c) to Exchange Act Rules 13a-15 and 15d-15.

• Revise your disclosure in Item 15.B. to disclose any change in your internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, your internal control over financial reporting.

Refer to Exchange Act Rule 13a-15 and Section II.F.4 of Management’s Reports on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, SEC Release No. 33-8238, available on our website at <
http://www.sec.gov/rules/final/33-8238.htm > for additional guidance.

Mr. Kam Shah
Bontan Corporation
January 24, 2007 Page 3

Consolidated Financial Statements, page 1

Auditors’ Report, page 3

4. We note in the first paragraph of the Auditors’ Report that your consolidated financial statements as of March 31, 2005 and for the years ended March 31, 2005 and 2004 were audited by other auditors.  Please include the audit report of your former accountants as of March 31, 2005 and for the years ended March 31, 2005 and 2004.  Refer to Item 17(a) of Form 20-F for additional guidance.

5. We note that the date of the Auditors’ Report is July 12, 2000, which precedes the date of the financial statements.  Please advise or revise.

Note 16.  Differences Between Canadian and United States Generally Accepted
Accounting Principles, page 25

6. We note that you recorded an adjustment to Canadian GAAP net loss for the reclassification of exchange gains and losses on period-end translation of foreign currency items and balances.  Please revise to explain the differences between Canadian GAAP and U.S. GAAP with respect to the adjustment.  In addition, describe for us what comprises the accumulated other comprehensive income under U.S. GAAP.  To the extent that the accumulated other comprehensive income pertains to an investment in a foreign entity that has been liquidated, tell us why you have not reported the accumulated other comprehensive income as a gain or loss on the liquidation of the investment for the period during which the liquidation occurred.  Refer to paragraph 14 of SFAS 52 for additional guidance.

Closing Comments

As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provide us with a response.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  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.

Mr. Kam Shah
Bontan Corporation
January 24, 2007 Page 4

 In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:

‚ the company is responsible for the adequacy and accuracy of the disclosure 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 federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.

 You may contact Ryan Milne at (202)  551-3688, or Kimberly Calder at (202)
551-3701, if you have questions regarding comments on the financial statements and related matters.  Please contact me at (202) 551-3684 with any other questions.

        S i n c e r e l y ,

        A p r i l  S i f f o r d
        B r a n c h  C h i e f

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405

April 22, 2005

via U.S. mail
via facsimile

Mr. Kam Shah
Jeffrey C. Robbins, Esq.
Chief Executive Officer
Messerli & Kramer P. A.
Bontan Corporation Inc.

47 Avenue Road, Suite 200

Toronto, ON, M5R 2G3 Canada

RE:		Bontan Corporation Inc.
		Form F-3 filed on March 23, 2005
		File No. 333-123533
		Form 20-F for the year ended March 31, 2004
		File No. 0-30314

Dear Mr. Shah:

      We have reviewed the above filing and have the following
comments.  Where indicated, we think you should revise your
document
in response to these comments.  If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We
look forward to working with you in these respects.  We welcome
any
questions you may have about our comments or on any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form F-3

Information about the Offering, Item 4

Selling Shareholders, page 10

1. Please disclose the natural persons who exercise voting and/or
dispositive powers with respect to the securities to be offered
for
resale by each of the selling shareholders.  See Exchange Act Rule
13d-3; Interpretation I.60 of the July 1997 manual of publicly
available CF telephone interpretations, as well as interpretation
4S
of the Regulation S-K portion of the March 1999 supplement to the
CF
telephone interpretation manual.

2. Is any selling shareholder a registered broker-dealer or
affiliate
of a registered broker-dealer?  If so, please confirm to us on a
supplemental basis that the security holder purchased the
securities
you are registering on its behalf in the ordinary course of
business,
and that at the time of the purchase of the securities to be
resold,
the security holder had no agreements or understandings, directly
or
indirectly, with any party to distribute the securities.
Otherwise,
identify the reselling security holder as an underwriter.  We may
have
additional comments.

Form 20-F for fiscal year ended March 31, 2004

   Controls and Procedures, Item 15

A. Evaluation of Disclosure Controls and Procedures

3. Item 307 of Regulation S-K requires the effectiveness of
issuers`
disclosure controls and procedures (as defined in 240.13a-15(e) or
240.15d-15(e)) to be evaluated as of the end of the period covered
by
the report.  Ensure that your evaluation of the effectiveness of
disclosure controls and procedures was conducted as of the end of
the
period covered by the report and revise this section to reflect
such
date of evaluation.

4. You cite to the incorrect rule for the definition of
"disclosure
controls and procedures." Revise to reflect the correct rule.  See
Rules 13a-15(e) and 15d-15(e) for additional guidance.

5. You state that the Company`s "Chief Executive Officer concluded
that, as of the Evaluation Date, the Company`s disclosure controls
and
procedures were effective in timely alerting them to the material
information relating to the Company (or the Company`s consolidated
subsidiaries) required to be included in the Company`s periodic
SEC
filing."  Please revise to clarify, if true, that the Chief
Executive
Officer concluded that the Company`s disclosure controls and
procedures are also effective to ensure that information required
to
be disclosed by the issuer in the reports that it files or submits
under the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported, within the time periods specified in the
Commission`s rules and forms, and that the information is
accumulated
and communicated to the issuer`s management to allow timely
decisions
regarding required disclosures.

B. Changes in Internal Controls

6. This section indicates that "[t]here were no significant
changes in
the Company`s internal controls or, to the Company`s knowledge, in
other factors that could significantly affect these controls
subsequent to the date of their evaluation."  Revise to comply
with
Item 308(c) of Regulation S-K.  Disclose whether there have been
"any
changes," as opposed to "significant changes."  Consult the last
paragraph of section II.F.3 found in Release No. 33-8238 for
additional guidance.  Further, revise this section to address
change(s) that "materially affect, or is reasonably likely to
materially affect," rather than "significantly affect" the
Company`s
internal control over financial reporting.

Closing Comments

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the
amendment to expedite our review.  Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested supplemental information.  Detailed cover letters
greatly facilitate our review.  Please understand that we may have
additional comments after reviewing your amendment and responses
to
our comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  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 connection with responding to our comments, please
provide, in
writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure 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
federal
securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division
of Corporation Finance in our review of your filing or in response
to
our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering of
the securities specified in the above registration statement.  We
will
act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      Direct questions relating to disclosure issues to Carmen
Moncada-Terry at (202) 824-1908 or, in her absence, to the
undersigned
at (202) 942-1870.   Direct any correspondence to us at the
following
ZIP Code: 20549-0405.

      Sincerely,

									H. Roger Schwall
									Assistant Director

cc:	Carmen Moncada-Terry

Bontan Corporation Inc.
April 22, 2005
Page 2

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
								December 20, 2005

Mr. Kam Shah
Chief Executive and Financial Officer
Bontan Corporation Inc.
47 Avenue Road, Suite 200
Toronto, Ontario M5R 2G3

	Re:	Bontan Corporation Inc.
		Form 20-F/A for Fiscal Year Ended March 31, 2004
Filed November 29, 2005
Form 20-F/A for Fiscal Year Ended March 31, 2005
Filed November 29, 2005
Response letter Dated November 29, 2005
      File No. 0-30314

Dear Mr. Shah:

      We have reviewed your response letter and have the following
comments.  We have limited our review of your filings to those
issues
we have addressed in our comments.  Where indicated, we think you
should revise your document in response to these comments.  If you
disagree, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may raise
additional comments.

Response letter dated August 10, 2005 submitted via facsimile

1. With respect to your response to prior comment one, we are
unable
to locate the uploaded version of your supplemental response
letter
dated September 9, 2005.  Please advise.

Form 20-F/A for the Fiscal Year Ended March 31, 2005

Note 4. Deferred Stock Based Compensation

2. We have read your response to prior comment five, where you
indicated that you "followed the guidance provided in CICA 3870
and
deferred stock compensation to the extent it related to the future
services."  Based on this response, it remains unclear why you
would
record an asset on your balance sheet entitled Deferred stock
based
compensation.  Please refer to paragraph 49 of CICA that states
"The
compensation cost for a stock-based award to employees should be
recognized over the period in which the related employee services
are
rendered."  Please support your accounting with specific
references
to the accounting literature you are relying upon to report a
deferred asset for stock compensation to be earned in future
periods
or revise your accounting as appropriate.

Closing Comments

       As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

	You may contact Jennifer Goeken at (202) 551-3721 if you have
questions regarding comments on the financial statements and
related
matters.  Please contact me at (202) 551-3683 with any other
questions.

								Sincerely,

								Jill S. Davis
								Branch Chief

??

??

??

??

Mr. Kam Shah
Bontan Corporation Inc.
December 20, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
100 F Street, NE
WASHINGTON, D.C. 20549-7010

   DIVISION OF
CORPORATION FINANCE
MAIL STOP 7010

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
								January 26, 2006

Mr. Kam Shah
Chief Executive and Financial Officer
Bontan Corporation Inc.
47 Avenue Road, Suite 200
Toronto, Ontario M5R 2G3

	Re:	Bontan Corporation Inc.
		Form 20-F for Fiscal Year Ended March 31, 2004
Filed August 30, 2004
Form 20-F/A for Fiscal Year Ended March 31, 2005
Filed November 29, 2005
      File No. 0-30314

Dear Mr. Shah:

      We have completed our review of your Forms 20-F and related
filings and do not, at this time, have any further comments.

								Sincerely,

								Jill S. Davis
								Branch Chief

??

??

??

??

Mr./Ms.
Company Name
Date, 2005
page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
100 F Street, NE
WASHINGTON, D.C. 20549-7010

   DIVISION OF
CORPORATION FINANCE
MAIL STOP 7010

</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

BONTAN CORPORATION INC

BONTAN CORPORATION INC.

47 AVENUE ROAD, SUITE 200

TORONTO, ONTARIO, CANADA M5R 2G3

T:  416-929-1806

F:  416-361-6228

W: www.bontancorporation.com

January 16, 2006

Jill S. Davis

Branch Chief

US Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549-7410

USA

By fax sent to Jennifer Goeken – Division of Corporation Finance (also filed on EDGAR)

Dear Jill S. Davis:

RE:  BONTAN CORPORATION INC. – Form 20-F for fiscal year ended March 31, 2004 and 2005 amended 20-F for fiscal 2005 and our previous correspondence (file no. 0-30314)

We refer to your letter of December 20, 2005.

We regret the delay in our response since I was outside the country on vacation until January 12, 2006.

We give below our responses to your comments in the same order:

1.  Our response letter dated September 9, 2005 has now been filed on January 12, 2006 under the accession no. 0001095435-06-000001.

2.  We are confused here.  We DID recognize compensation costs for a stock based award over the period in which the related services were rendered.  Perhaps the following details will help explain:

  Stock Option

 Stock Compensation (in Canadian dollar)

 Total

Total fair value-upon issuance

 $5,265,240

 $1,283,611

 $6,548,851

Less:  Recognized as expense for fiscal 2005 to the extent services provided

 ($4,120,088)

 ($695,834)

 ($4,815,922)*

Balance related to future services to rendered being deferred

 $1,145,152

 $587,776

 $1,732,929**

*  as per consolidated statement of operations

** Deferred stock based compensation on the balance sheet

Please contact the undersigned for any further information in the matter.

Sincerely,

/s/Kam Shah

Kam Shah

Chief Executive and Financial Officer

CORRESP
1
filename1.htm

BONTAN CORPORATION INC

BONTAN CORPORATION INC.

47 Avenue Road, Suite 200

Toronto, Ontario, Canada M5R 2G3

T:  416-929-1806

F:  416-361-6228

W:  www.bontancorporation.com

September 9, 2005

Jill S. Davis

Branch Chief

US Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549-7410

USA

by fax sent to Jennifer Goeken – Division of Corporate Finance

Dear Jill S. Davis:

RE:  BONTAN CORPORATION INC. – Form 20F for fiscal year ended March 31, 2004 filed on August 30, 2004 (file no. 030314)

We refer to your letter of August 30, 2005 providing comments on our Company’s Form 20-F as above.

1.  We understand from our auditors that they discussed this matter with Ms. Goeken and concluded that, at this stage, inconvenience of revising financials would greatly outweigh the benefits and that we shall follow the guidance of CICA 3500 in our future financials.

2.  The following is the disclosure sample that has been used in the fiscal 2005 financials:

“Stock-Based Compensation Plan”

The Company follows a fair value based method of accounting for all Stock-Based Compensation and Other Stock-Based Payments to employees and non-employees.  The fair value of all share purchase options is expensed over their vesting period with a corresponding increase to contributed surplus.  Upon exercise of share purchase options, the consideration paid by the option holder, together with the amount previously recognized in contributed surplus, is recorded as an increase to share capital.  The Company uses the Black-Scholes option valuation model to calculate the fair value of share purchase options at the date of grant.

The market value of the Company’s shares on the date of issuance of shares under any stock compensation plan is considered as fair value of the shares issued.

3.  The loan granted to Mr. Shah, the director, carried no interest and was repayable on-demand.

We also confirm that:

a.  the loan allowed was covered by a Promissory Note dated February 4, 2004 and

b.  the Promissory Note was not filed as an exhibit since, we were under the impression that such a filing would be required only for loans over CDN$20,000 (approximate US$15,000).  We do not consider the amount to be material or significant.  Further, it is a demand loan and hence the Promissory Note is not included in the Exhibit.

Similar unsecured demand loan from a commercial bank would carry interest at approximately 5.5%.  The imputed interest at this rate on CDN$20,000 would work out to approximately CDN$166.

The loan was given to Mr. Shah in his capacity as an executive of the Company, Chief Financial Officer and not in his capacity as director.  We therefore believe our comments under item 6.B.1 are still correct.  Further, financial statements – Note 3 fully discloses the amount and the terms of the loan.

4.  Our letter is now filed on EDGAR.

We have now filed an amended Form 20-F on EDGAR and enclose copies of the amended pages of our 20-F.

Please contact the undersigned for any further information in the matter.

Sincerely,

/s/Kam Shah

Chief Executive Officer

CORRESP
1
filename1.htm

BONTAN CORPORATION INC

BONTAN CORPORATION INC.

47 Avenue Road, Suite 200

Toronto, Ontario, Canada M5R 2G3

T:  416-929-1806

F:  416-361-6228

W:  www.bontancorporation.com

August 10, 2005

Jill S. Davis

Branch Chief

US Securities and Exchange Commission

100 F Street, NE, Washington, D.C 20549-7410, USA

By fax sent to Jennifer Goeken – Division of Corporate Finance

Dear Jill S. Davis:

RE:  BONTAN CORPORATION INC. – Form 20-F for fiscal year ended March 31, 2004 filed on August 30, 2004 (file no. 030314)

In connection with your review of our above statements, we acknowledge as follows:

1.  The Company is responsible for the adequacy and accuracy of the disclosure in the filing.

2.  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

3.  The Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Sincerely,

/s/Kam Shah

Chief Executive Officer

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
								November 16, 2005

Mr. Kam Shah
Chief Executive and Financial Officer
Bontan Corporation Inc.
47 Avenue Road, Suite 200
Toronto, Ontario M5R 2G3

	Re:	Bontan Corporation Inc.
		Form 20-F for Fiscal Year Ended March 31, 2004
Filed August 30, 2004
Response Letter Dated August 10, 2005
Response Letter Dated September 9, 2005
Forms 20-F and 20-F/A for Fiscal Year Ended March 31, 2005
Filed September 12, 2005, September 28, 2005 and
September 29, 2005
      File No. 0-30314

Dear Mr. Shah:

      We have reviewed your response letter and have the following
comments.  We have limited our review of your filings to those
issues
we have addressed in our comments.  Where indicated, we think you
should revise your document in response to these comments.  If you
disagree, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may raise
additional comments.

Form 20-F for the Fiscal Year Ended March 31, 2004

Response letter dated August 10, 2005 submitted via facsimile

1. We are unable to locate on Edgar the Attachment to your letter
of
August 10, 2005 that contains your responses to the comments in
our
letter dated August 2, 2005.  Please ensure that you
electronically
file all forms of your correspondence with the staff.  This
comment
also applies to your letter dated September 9, 2005 and any
further
correspondence you submit.

Response letter dated September 9, 2005 submitted via facsimile

2. We are continuing to evaluate your response to prior comment
three.  We may have further comment.

Form 20-F for the Fiscal Year Ended March 31, 2005

Controls and Procedures

3. We note that you disclose your certifying officer`s conclusions
as
to the effectiveness of your disclosure controls and procedures
"within 90 days prior to the filing date of this report."  Please
note that Item 15 of Form 20-F requires that your certifying
officers
disclose their conclusions regarding the effectiveness of your
disclosure controls and procedures "as of the end of the period
covered by the report."  Please revise accordingly.

Auditors` Report

4. We note in the fourth paragraph of the Auditors` Report that
"The
consolidated financial statements for the year ended March 31,
2003
were audited by another firm of Chartered Accountants, who
expressed
an opinion without reservation on those consolidated financial
statements in their report dated June 16, 2003."  As previously
communicated, you are required to file the separate audit report
of
the accountant that audited your financial statements in prior
years.
Refer to Item 17(a) of Form 20-F and amend your filing as
appropriate.

Note 4. Deferred Stock Based Compensation

5. We note that you have reported an asset on its balance sheet
entitled Deferred stock based compensation.  Please explain and
provide us the accounting guidance that you relied on to report
this
as an asset.  Refer to SFAS 123 and EITF 96-18 for US GAAP.

Note 6. Oil and Gas Properties Interests

6. Please tell us how you have considered the guidance in CICA
3475.08 for reporting long-lived assets to be disposed of by sale
with respect to your subsequent sale of IPI to a non-related
privately held institutional investor.

Note 16. Segmented Information

7. Please reconcile the 2005 amount reported for assets by
location,
totaling $4,843,148, to your Consolidated Balance Sheets for the
same
period.

Differences Between Canadian and United States Generally Accepted
Accounting Principles

8. With respect to the subsequent sale of your IPI, we note your
statement that "No adjustment is considered necessary as regards
the
Company`s interest in oil properties since the interest was
subsequently sold at a profit and was therefore not considered
held
for exploration as at March 31, 2005."  Please provide us with
analysis that addresses the terms of this transaction, and the
accounting guidance in SFAS 19 for US GAAP that you relied on to
form
your conclusion. We may have further comment.

Closing Comments

       As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

	You may contact Jennifer Goeken at (202) 551-3721 if you have
questions regarding comments on the financial statements and
related
matters.  Please contact me at (202) 551-3683 with any other
questions.

								Sincerely,

								Jill S. Davis
								Branch Chief

??

??

??

??

Mr. Kam Shah
Bontan Corporation Inc.
November 16, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
100 F Street, NE
WASHINGTON, D.C. 20549-7010

   DIVISION OF
CORPORATION FINANCE
MAIL STOP 7010

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
								August 30, 2005

Mr. Kam Shah
Chief Executive and Financial Officer
Bontan Corporation Inc.
47 Avenue Road, Suite 200
Toronto, Ontario M5R 2G3

	Re:	Bontan Corporation Inc.
		Form 20-F for Fiscal Year Ended March 31, 2004
Filed August 30, 2004
Response Letter Dated August 10, 2005
      File No. 0-30314

Dear Mr. Shah:

      We have reviewed your response letter and have the following
comments.  We have limited our review of your filing to those
issues
we have addressed in our comments.  Where indicated, we think you
should revise your document in response to these comments.  If you
disagree, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may raise
additional comments.

Form 20-F for the Fiscal Year Ended March 31, 2004

Consolidated Financial Statements

Consolidated Statements of Cash Flows, page F-6

1. We have considered your response to prior comment three and do
not
find your argument persuasive in light of the guidance in CICA
1100.31, which indicates that industry practice does not
necessarily
equate to the primary sources of GAAP.  We reissue prior comment
three.

Note 2 - Significant Accounting Policies, page F-9

Stock-Based Compensation Plan, page F-11

2. Please provide a sample of your intended disclosure revision
with
respect to prior comment four.

Note 3 - Prepaid and Other Receivables, page F-11

3. We have reviewed your response to prior comment five and note
your
indication that the balance Due from director, totaling $20,000 as
of
March 31, 2004, has been paid in full as of March 31, 2005.
Please
provide the terms of the original loan and confirm, if true, (i)
that
a loan document exists between the Company and the director and
(ii)
that the loan agreement has been filed as an exhibit under Item 19
of
Form 20-F (refer to 4.(b)(i) under the Instructions As To
Exhibits).

In addition, please provide an analysis of the terms of the loan
as
compared to those available from an independent third party.  To
the
extent the loan terms are preferential, please disclose a
corresponding quantitative entry in the Summary Compensation Table
on
page 26.  Similarly, loans to directors would also need to be
fully
discussed as part of the compensation received by directors and
senior management under Item 6.B.1. of Form 20-F.

Response letter submitted via facsimile on August 11, 2005

4. Please submit the response letter under this heading in
electronic
format on Edgar as Correspondence, as required by Rule
101(a)(1)(iii)
of Regulation S-T.  This comment applies to all correspondence
between you and the staff.

Closing Comments

       As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

You may contact Jennifer Goeken at (202) 551-3721 if you have
questions regarding comments on the financial statements and
related
matters.  Please contact me at (202) 551-3683 with any other
questions

								Sincerely,

								Jill S. Davis
								Branch Chief

??

??

??

??

Mr. Kam Shah
Bontan Corporation Inc.
August 30, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
100 F Street, NE
WASHINGTON, D.C. 20549-7010

   DIVISION OF
CORPORATION FINANCE
MAIL STOP 7010

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
								August 2, 2005

Mr. Kam Shah
Chief Executive and Financial Officer
Bontan Corporation Inc.
47 Avenue Road, Suite 200
Toronto, Ontario M5R 2G3

	Re:	Bontan Corporation Inc.
		Form 20-F for Fiscal Year Ended March 31, 2004
Filed August 30, 2004
      File No. 0-30314

Dear Mr. Shah:

      We have reviewed your filing and have the following
comments.
We have limited our review of your filing to those issues we have
addressed in our comments.  Where indicated, we think you should
revise your document in response to these comments.  If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may raise
additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 20-F for the Fiscal Year Ended March 31, 2004

Auditors` Report, page F-2

1. We note in the fifth paragraph of the Auditors` Report that
"The
consolidated financial statements for the years ended March 31,
2003
and 2002 were audited by another firm of Chartered Accountants,
who
expressed opinions without reservation on those financial
statements
in their reports dated June 16, 2003 and June 27, 2002."  Please
note
that you are required to file the separate audit report and
consent
of the accountant that audited your financial statements in prior
years.  Refer to Item 17(a) of Form 20-F and amend your filing as
appropriate.

Consolidated Financial Statements

Consolidated Statements of Operations, page F-5

2. We note that you have presented net loss per share for the
fiscal
years 2002 and 2003 based on the pre-reverse split number of
shares
issued and outstanding.  Please refer to paragraph 58 of CICA
3500,
which requires retroactive presentation of per share disclosure,
and
revise your calculation of net loss per share accordingly.
Additionally address the number of shares "pre-split" which you
have
presented on the face of your Consolidated Statement of
Shareholders`
Equity on page F-7.

Consolidated Statements of Cash Flows, page F-6

3. We note in your reconciliation of net loss to net cash used in
operating activities that you present a subtotal of net loss and
various charges and credits above total net cash used in operating
activities.  We note the Illustrative example in CICA 1540, and
that
the subtotal presented does not include net loss; rather the
presentation only includes "items not affecting cash."  Support
your
disclosure of this subtotal under Canadian GAAP as there does not
appear to be a provision within CICA 1540 for this presentation.

Note 2 - Significant Accounting Policies, page F-9

Stock-Based Compensation Plan, page F-11

4. Please support your statement, with respect to CICA 3870, that
"The new standard permits the Company to continue its existing
policy
of recording no compensation costs on the grant of stock options
to
employees but to disclose on a pro forma basis net earnings and
earnings per share had the Company adopted the fair value method
for
accounting for options granted to employees."

Note 3 - Prepaid and Other Receivables, page F-11

5. Please explain the nature and terms of the amount due from a
director.  We may have further comment.

Note 4 - Advances, page F-12

6. We note that in your Form 6-K for the Fiscal Quarter Ended
December 31, 2004 the amount you have presented in the Advances
line
item at March 31, 2004 has been reduced to zero at December 31,
2004.
Please reconcile the difference between the amount recorded as an
Advance of $2,530,353 with the balance recorded in the Oil and gas
properties investment line item of $2,366,586.

Closing Comments

       As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  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 connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure 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
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	You may contact Jennifer Goeken at (202) 551-3721 if you have
questions regarding comments on the financial statements and
related
matters.  Please contact me at (202) 551-3683 with any other
questions

								Sincerely,

								Jill S. Davis
								Branch Chief

??

??

??

??

Mr. Kam Shah
Bontan Corporation Inc.
August 2, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
100 F Street, NE
WASHINGTON, D.C. 20549-7010

   DIVISION OF
CORPORATION FINANCE
MAIL STOP 7010

</TEXT>
</DOCUMENT>

CORRESP
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Bontan Corporation Inc.

47 Avenue Road, Suite 200

Toronto, ON, M5R 2G3 Canada

VIA FAX TO 202 772 9220 and VIA EDGAR

July 15, 2005

U.S. Securities and Exchange Commission

450 Fifth Street N.W.

Washington, D.C.  20549-0405

Re:

Bontan Corporation Inc.

Request for Acceleration of Post-Effective Amendment No. 1 to Registration

Statement on Form F-3

SEC File No. 333-123533

Ladies and Gentlemen:

We hereby request acceleration of the effectiveness of our Post-Effective Amendment No. 1 to our Registration Statement on Form F-3, as amended, SEC File No. 333-123533, as soon as possible.

In connection with the filing of our Post-Effective Amendment No. 1 to our Registration Statement on Form F-3,  the Company, through the undersigned officer, hereby acknowledges the following:

1.

The Company is responsible for the adequacy and accuracy of the disclosure in the filing;

2.

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

3.

The Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Very truly yours,

BONTAN CORPORATION INC.

By: /s/ Kam Shah___________________

       Kam Shah

      Chief Executive Officer

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Bontan Corporation Inc.

47 Avenue Road, Suite 200

Toronto, ON, M5R 2G3 Canada

VIA FAX TO 202 772 9220 and VIA EDGAR

July 7, 2005

U.S. Securities and Exchange Commission

450 Fifth Street N.W.

Washington, D.C.  20549-0405

Re:

Bontan Corporation Inc.

Request for Acceleration of Post-Effective Amendment No. 1 to Registration

Statement on Form F-3

SEC File No. 333-123533

Ladies and Gentlemen:

We hereby request acceleration of the effectiveness of our Post-Effective Amendment No. 1 Registration Statement on Form F-3, as amended, SEC File No. 333-123533, as soon as possible.

In connection with the filing of our Post-Effective Amendment No. 1 Registration Statement on Form F-3,  the Company, through the undersigned officer, hereby acknowledges the following:

1.

The Company is responsible for the adequacy and accuracy of the disclosure in the filing;

2.

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

3.

The Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Very truly yours,

BONTAN CORPORATION INC.

By: /s/ Kam Shah___________________

       Kam Shah

      Chief Executive Officer

CORRESP
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Bontan Corporation Inc.

47 Avenue Road, Suite 200

Toronto, ON, M5R 2G3 Canada

VIA FAX TO 202 772 9220 and VIA EDGAR

May 24, 2005

U.S. Securities and Exchange Commission

450 Fifth Street N.W.

Washington, D.C.  20549-0405

Re:

Bontan Corporation Inc.

Request for Acceleration of Registration Statement on Form F-3

SEC File No. 333-123533

Ladies and Gentlemen:

We hereby request acceleration of the effectiveness of our Registration Statement on Form F-3, as amended, SEC File No. 333-123533, to 3:30 p.m. Eastern Time on Wednesday, May 25, 2005, or as soon as practicable thereafter.

In connection with our recent responses to the Staff's April 22, 2005 comment letter and subsequent comments which we filed on May 16, 2005 and May 20, 2005, the Company, through the undersigned officer, hereby acknowledges the following:

1.

The Company is responsible for the adequacy and accuracy of the disclosure in the filing;

2.

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

3.

The Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Very truly yours,

BONTAN CORPORATION INC.

By: /s/ Kam Shah___________________

       Kam Shah

      Chief Executive Officer

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Messerli & Kramer P.A.

150 South Fifth Street, Suite 1800

Minneapolis, Minnesota  55402

Via EDGAR

May 20, 2005

U.S. Securities and Exchange Commission

450 Fifth Street N.W.

Washington, D.C.  20549-0405

Re:

Bontan Corporation Inc. (the "Company")

Amendment No. 3 to Registration Statement on Form F-3

SEC File No. 333-123533

Ladies and Gentlemen:

With this letter, we are (i) filing Amendment No. 3 to the above Registration Statement containing changes as requested by the Staff in a recent telephone call to the undersigned, and (ii) providing additional supplemental information regarding comment no. 2 contained in the Staff’s comment letter dated April 22, 2005.

With respect to comment no. 2, supplementally, we advise the Staff that the Company has eliminated as selling shareholders all registered-broker dealers or affiliates of a registered broker-dealer wherever located.  Therefore, the Company can advise the staff that no selling shareholder is a registered-broker dealer or affiliate of a registered broker-dealer.

The Company has revised the list of selling shareholders accordingly beginning on page 11 of the Registration Statement and made conforming changes throughout the Registration Statement.  The Company has also updated certain information as indicated in the Registration Statement.

Please contact the undersigned regarding this filing at 612-672-3765.  Thank you for your prompt attention to our filing.

U.S. Securities and Exchange Commission

May 16, 2005

Page 2

Very truly yours,

/s/ Pamela A. Curran

Pamela A. Curran

Messerli & Kramer P.A.

150 South Fifth Street, Suite 1800

Minneapolis MN 55402

612 672 3765 (direct)

pcurran@mandklaw.com

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Messerli & Kramer P.A.

150 South Fifth Street, Suite 1800

Minneapolis, Minnesota  55402

Via EDGAR

May 16, 2005

U.S. Securities and Exchange Commission

450 Fifth Street N.W.

Washington, D.C.  20549-0405

Re:

Bontan Corporation (the "Company")

Amendment No. 2 to Registration Statement on Form F-3

SEC File No. 333-123533

Ladies and Gentlemen:

With this letter, we are (i) filing Amendment No. 2 to the above Registration Statement containing changes as requested by the Staff in telephone calls, and (ii) providing additional supplemental information regarding comment no. 2 contained in the Staff’s comment letter dated April 22, 2005.

With respect to comment no. 2, supplementally, we advise the Staff that no selling shareholder is a registered-broker dealer or affiliate of a registered broker-dealer in the United States.  However, two selling shareholders are registered broker-dealers under Quebec laws; namely, David M. Glazer and Robert Mendel. Messrs. Glazer and Mendel represented to the Company that they purchased the Company's securities which are the subject of the registration statement for their own (or their affiliate's) behalf in the ordinary course of business, and at the time of purchase of such securities, they had no agreement, undertaking, arrangement, obligation or commitment, directly or indirectly, with any party to distribute the securities.

The Company has added the foregoing information to page 14 of the Registration Statement.

Please contact the undersigned regarding this filing at 612-672-3765.  Thank you for your prompt attention to our filing.

U.S. Securities and Exchange Commission

May 16, 2005

Page 2

Very truly yours,

/s/ Pamela A. Curran

Pamela A. Curran

Messerli & Kramer P.A.

150 South Fifth Street, Suite 1800

Minneapolis MN 55402

612 672 3765 (direct)

pcurran@mandklaw.com

CORRESP
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Bontan Corporation Inc

Bontan Corporation Inc.

47 Avenue Road, Suite 200

Toronto, Ontario, M5R 2G3, Canada

Via EDGAR

May 11, 2005

U.S. Securities and Exchange Commission

450 Fifth Street N.W.

Washington, D.C. 20549-0405

Re:

Bontan Corporation Inc.(the “Company”)

Form F-3 filed on March 23, 2005 – SEC File No. 333-123533

Form 20-F for the year ended March 31, 2004 – SEC File No. 0-30314

Ladies and Gentlemen:

On this date, the Company has filed a response to the Staff’s April 22, 2005 comment letter regarding our above-referenced filings.  In connection therewith, the Company, through the undersigned officer, hereby acknowledges the following:

1.

The Company is responsible for the adequacy and accuracy of the disclosure in the filing;

2.

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

3.

The Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Sincerely

BONTAN CORPORATION INC.

By:

 /s/ Kam Shah___________________

Kam Shah

Chief Executive Officer

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Messerli & Kramer P.A.

150 South Fifth Street, Suite 1800

Minneapolis, Minnesota  55402

Via EDGAR

May 11, 2005

U.S. Securities and Exchange Commission

450 Fifth Street N.W.

Washington, D.C.  20549-0405

Re:

Bontan Corporation (the "Company")

Amendment No. 1 to Registration Statement on Form F-3

SEC File No. 333-123533

Amendment No. 1 to Form 20-F for the year ended March 31, 2004

Ladies and Gentlemen:

With this letter, we are filing Amendment No. 1 to the above Registration Statement.  By separate letter, the Company is requesting acceleration of the effectiveness of the Registration Statement to 3:30 p.m., Eastern Time, on Friday, May, 13, 2005.

This letter is in response to the Staff’s comment letter dated April 22, 2005.  Item numbers below correspond to the Item numbers in the Staff’s comment letter.

1.

We have amended the table of selling shareholders to include natural persons who exercise voting and/or dispostive powers with respect to the securities to be offered for resale by each of the selling shareholders in the latest filing.

2.

Supplementally, we advise the Staff that no selling shareholder is a registered-broker dealer or affiliate of a registered broker-dealer in the United States.  However, two selling shareholders are registered broker-dealers under Quebec laws.

3.

On May 10, 2005, the Company filed Amendment No. 1 to its annual report on Form 20-F for the year ended March 31, 2004, making the changes set forth in comments 3, 4, 5 and 6 of the Staff's comment letter dated April 22, 2005.

We request that the Staff expedite review of this filing.  As indicated above, we are separately requesting acceleration of the Registration Statement’s effectiveness.

Please contact the undersigned regarding this filing as Jeff Robbins is out of the country. The undersigned's number is 612-672-3765.  Thank you for your prompt attention to our filing.

Very truly yours,

/s/ Pamela A. Curran

Pamela A. Curran

Messerli & Kramer P.A.

150 South Fifth Street, Suite 1800

Minneapolis MN 55402

612 672 3765 (direct)

pcurran@mandklaw.com

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Bontan Corporation Inc.

47 Avenue Road, Suite 200

Toronto, ON, M5R 2G3 Canada

VIA EDGAR

May 11, 2005

U.S. Securities and Exchange Commission

450 Fifth Street N.W.

Washington, D.C.  20549-0405

Re:

Bontan Corporation Inc.

Request for Acceleration of Registration Statement on Form F-3

SEC File No. 333-123533

Ladies and Gentlemen:

We hereby request acceleration of the effectiveness of our Registration Statement on Form F-3, as amended, SEC File No. 333-123533, to 3:30 p.m. Eastern Time on Friday, May 13, 2005, or as soon as practicable thereafter.

Very truly yours,

BONTAN CORPORATION INC.

By: /s/ Kam Shah___________________

       Kam Shah

      Chief Executive Officer