Mail Stop 6010

								March 1, 2006


Peter Riehl
Chief Executive Officer
Stellar International Inc.
544 Egerton Street
London, Ontario N5W 3Z8
Canada

	Re:	Stellar International Inc.
		Response Letter and Proposed Form 10-KSB/A
		Submitted January 13, 2006
		File No. 0-31198

Dear Mr. Riehl:

	We have reviewed your 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 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 10-KSB

Item 12. Certain Relationships and Related Transactions, page 36

1. We note the proposed revisions pursuant to comment 5.  Please
disclose the aggregate up-front and milestone payments set forth
in
each of the agreements with SJ Pharmaceuticals, and disclose the
amount your company has received to date.  You should also
disclose
your right to receive royalty payments.

Item 13. Exhibits and Reports on Form 8-K, page 36

2. We note your response to comment 6.  The referenced filings
should
have been made electronically via the EDGAR system.  The exhibits
you
are attempting to incorporate by reference are not available, as
they
were not appropriately filed.  Please file these exhibits in your
amended 10-KSB and delete footnotes "*" and "**."

3. We note your response to comment 7.

* Since you are going to file exhibits 10.6-10.13 in your
amendment,
delete footnote "***."
* Amendments to periodic reports must include certifications.
File
them with your amendment and delete footnote "****."  Please note
that
you are not considered timely in your reporting obligation if the
certifications have not been filed.

*	*	*

	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.

	Please contact Greg Belliston at (202) 551-3861 or me at
(202)
551-3715 with any questions.

								Sincerely,



								Jeffrey Riedler
								Assistant Director
??

??

??

??

Peter Riehl
Stellar International Inc.
March 1, 2006
Page 1