February 6, 2006



Ms. Vanessa Robertson
Staff Accountant
Securities and Exchange Commission
Division of Corporate Finance
100 F. Street, N.E.
Washington, D.C. 20549

RE:	A.P. Pharma, Inc.
	Form 8-K filed on February 1, 2006

Dear Ms. Robertson,

This letter responds to the comments of the staff of the
Securities and Exchange Commission (the "Staff") set forth
in the letter to Michael O'Connell dated February 2, 2006 in
connection with the above referenced 8-K filing.

Comment No. 1
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Item 4.01(a)
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Please revise the third paragraph of your filing to state
whether during the registrant's two most recent fiscal years
and any subsequent interim period preceding resignation,
there were any disagreements with the former accountant as
described in Item 304(a)(1)(iv) of Regulation S-K.  You
should specify the "subsequent interim period" as the
"interim period through January 26, 2006".

Response to Comment No. 1
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We have revised the third paragraph of our filing to state
that there were no disagreements with Ernst & Young on any
matters of accounting principles or practices, financial
statement disclosure or auditing scope or procedure in
connection with the audits of the Company's financial
statements for each of the two years ended December 31, 2004
and 2003 and for the interim period subsequent to December
31, 2004 through February 6, 2006.  This revised Form 8-K/A
is being filed with the Securities and Exchange Commission
on February 6, 2006.

Comment No. 2
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To the extent that you make changes to the Form 8-K to
comply with our comment, please obtain and file an updated
Exhibit 16 letter from the former accountant stating whether
the accountant agrees with the statements made in your
revised Form 8-K.

Response to Comment No. 2
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We have obtained and are filing an updated Exhibit 16 letter
from Ernst & Young.

The Company acknowledges that:

	(i)   it is responsible for the adequacy and accuracy of
the disclosure in the filing,
	(ii)  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
	(iii) 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 hope that this response adequately addresses your
comments.  Please contact the undersigned at (650) 366-2626
if you have any questions regarding our response to the
Staff's comment letter.

Sincerely,


/s/Gordon Sangster
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Gordon Sangster
Chief Financial Officer