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corresp

October 12, 2004

United States Securities and Exchange Commission

Division of Corporate Finance

Attn: Jeffrey P. Rielder and Gregory S. Belliston

Mail Stop 3-9

Washington, D.C. 20549

    Re:

    Akorn, Inc.

Registration Statement on Form S-1

File Number 333-119168

Dear Messrs. Riedler and Belliston:

On behalf of Akorn, Inc., the registrant, we submit this letter in response to
the comments of the Staff contained in its comment letter dated October 1,
2004, with respect to the above referenced registration statement. The Staff’s
comments are set forth in their entirety in italicized type in this letter.
The registrant’s response immediately follow each of the Staff’s comments.

We have enclosed two courtesy copies of the registration statement marked to
show changes referred to below as well as certain other changes and additions,
and two copies of the registration statement that are not marked to show
changes.

Selling Stockholder, page 19

COMMENT 1: On the cover page of your registration statement, you state that
you are registering the sale of 62,213,463 shares. However, the prospectus
cover page states only 59,442,581 shares, and the selling stockholders table on
pages 20-21 identifies only 59,442,580 shares. Please be aware that although
your selling stockholders table does not need to identify all sellers
pre-effectively, any sellers added after effectiveness will need to be
identified in a post-effective amendment, not a prospectus supplement. The only
exception, in which a prospectus supplement may be used to identify new
sellers, is if the new sellers acquired their shares through a transfer from a
seller who was identified pre-effectively.

     Response: The difference between the number of shares set forth on the
prospectus cover page (59,442,581 shares) and the number of shares set forth on
the selling stockholders table on pages 20-21 (59,442,580 shares) is
attributable to a rounding inconsistency as to the number of shares held by a
selling stockholder. We have corrected this inconsistency.

Securities and Exchange Commission

Messrs. Riedler and Belliston

October 12, 2004

Page 2

     The 62,213,463 shares set forth on the cover page of the registration
statement includes the number of shares of common stock estimated to be
issuable in satisfaction of accrued and unpaid dividends upon conversion of
shares of preferred stock from July 1, 2004 through June 30, 2005, and accrued
and unpaid interest upon conversion of the convertible notes from September 1,
2004 through August 31, 2005. The 59,442,581 number did not include all of
such shares of common stock.

     In accordance with telephone discussions with Mr. Belliston on October 5,
2004, because dividends on the preferred stock, although accrued daily, are
payable in cash at the end of each quarter, and if not paid in cash, only then
are such accrued dividends convertible into shares of common stock, we
decreased the amount of securities to be registered from 62,213,463 to
61,778,323. The 61,778,323 number only includes the number of shares of common
stock issuable in satisfaction of accrued and unpaid dividends through the end
of the second quarter of 2005. The 62,213,463 number included the daily
accrual of dividends on the preferred stock through August 31, 2005.

     Further, in accordance with telephone discussions with Mr. Belliston on
October 5, 2004, we revised the “Number of Shares Offered” column in the
selling stockholders table on pages 20-21 to allocate the respective portion of
the amount of accrued and unpaid dividends upon conversion of shares of
preferred stock from July 1, 2004 through June 30, 2005, and accrued and unpaid
interest upon conversion of the convertible notes from September 1, 2004
through August 31, 2005, to each selling stockholder as appropriate. We also
revised the language in footnote 2 to the selling stockholders table on page 21
to reflect that the number of shares offered by each selling stockholder
represents such number of shares.

COMMENT 2: In the first two paragraphs of this section, where you summarize
the origins of the shares being offered, it appears that you have not included
the 2,770,882 shares issuable pursuant to dividends and accrued interest, as
noted in footnote (2) to the table on page 21, Please include these shares in
this discussion. Furthermore, we note that if you add these 2,770,882 shares to
the 59,496,181 mentioned in the first two paragraphs, the total is 62,267,063
shares, which is 53,600 shares more than the 62,213,463 shares you have
registered. Please explain this difference to us, and revise your registration
statement as appropriate.

     Response: We revised the first two paragraphs such that the numbers set
forth in such paragraphs include the shares issuable pursuant to accrued and
unpaid dividends and interest.

     The inconsistency between the 62,267,063 number and the 62,213,463 number
is that we inadvertently included an additional 53,600 shares in the second
paragraph of this section. In

Securities and Exchange Commission

Messrs. Riedler and Belliston

October 12, 2004

Page 3

other words, the 8,453,352 number set forth in
clause (b) of the second paragraph should have be 8,399,752, which is the sum
of (1) 8,155,733, the total number of shares issuable upon exercise of the
Series A Warrants, and (2) 244,019, the total number of shares of common stock
issued to JRJAY Public Investments, LLC upon exercise of its Series A Warrants
which are being registered. We made revisions accordingly.

COMMENT 3: If any selling stockholder is a broker-dealer, the prospectus must
state that such holder is an underwriter. The only exception to this
requirement is if the broker-dealer received their securities as compensation
for underwriting activities. Please advise us of the broker-dea1er status of
the selling stockholders and revise the prospectus accordingly.

     Response: To our knowledge, only one selling stockholder, Morgan Stanley
& Co., is a broker-dealer. Morgan Stanley & Co. did not receive its securities
being registered under this registration statement as compensation for
underwriting activities. Accordingly, we revised the prospectus to state that
Morgan Stanley & Co. is an underwriter.

COMMENT 4: In addition, if a selling stockholder is an affiliate of a
broker-dealer, the prospectus must state that:

    •

    the selling stockholder purchased in the ordinary course of
business; and

    •

    at the time of the purchase of the securities to be resold, the
selling stockholder had no agreement or understanding, directly or
indirectly, with any person to distribute the securities.

If a selling stockholder is an affiliate of a broker-dealer and you are not
able to make these statements in the prospectus, the prospectus must state that
the selling stockholder is an underwriter. Please revise the prospectus as
appropriate.

     Response: To our knowledge, only one selling stockholder, Millennium
Partners, L.P., is an affiliate of a broker-dealer. Appropriate revisions have
been made in accordance with your comment.

Plan of Distribution, page 24

COMMENT 5: In the first paragraph on page 25, you state that selling
stockholders who are broker-dealers “may be” underwriters. Please revise this
language to state that they “are” underwriters.

     Response: Revision made.

Securities and Exchange Commission

Messrs. Riedler and Belliston

October 12, 2004

Page 4

Signatures, page II-9

COMMENT 6: We note the filing does not include the signature of your
controller or principal accounting officer. Please include this signature in
your amended Form S-1. If Jeffrey A. Whitnell, the CFO. also serves as the
controller or principal accounting officer, his signature should be captioned
as such in your amended filing. See Instructions 1 and 21 to the Signatures
section of Form S-1.

     Response: We added the signature of Jeffrey A. Whitnell, the registrant’s
CFO, who also serves as the registrant’s principal accounting officer, in the
amended filing.

***

The registrant would appreciate receiving any comments you may have concerning
the foregoing responses and the registration statement at your earliest
convenience. Please direct any such comments to the undersigned, telephone
619-699-2526, facsimile, 619-645-5339.

Sincerely,

/s/ Kurt L. Kicklighter

Kurt L. Kicklighter

    cc:

    Arthur S. Przybyl

Jeffrey A. Whitnell