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

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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