SecProbe.io

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0404

DIVISION OF
CORPORATION FINANCE
Mail Stop 05-07

								December 28, 2004

Via U.S. Mail
Duane J. Roth
Chairman and Chief Executive Officer
Alliance Pharmaceutical Corp.
6175 Lusk Boulevard
San Diego, CA 92121

RE:		Alliance Pharmaceutical Corp.
		Form 10-KSB for fiscal year ended June 30, 2004
		File No. 0-12950

Dear Mr. Roth:

      We have limited our review of your Form 10-K to disclosures
relating to your contacts with countries that have been identified
as state sponsors of terrorism, and will make no further review of
the Form 10-K.  Our review with respect to this issue does not
preclude further review by the Assistant Director group with respect to
other issues.  At this juncture, we are asking you to provide us with
supplemental information, so that we may better understand your
disclosure.  Please be as detailed as necessary in your response.
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
filings.  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.

Duane J. Roth
Alliance Pharmaceutical Corp.
December 28, 2004
Page 2

Form 10-K for fiscal year ended June 30, 2004

General -

We note that Exhibit 1.18 to the agreement between PFC
Therapeutics,
the Company`s wholly-owned subsidiary, and Nycomed (filed as
Exhibit 10.70 to the 10-K through incorporation by reference to Exhibit
10.2 to the Company`s 10-QSB for the fiscal quarter ended March 31,
2004) lists Iran and Syria among the countries with respect to which PFC
has assigned to Nycomed all rights to market, license and perform
other activities with respect to the intervascular oxygen carrier
product being developed by PFC.  In light of the fact that both of
these countries are identified by the U.S. State Department as
state sponsors of terrorism, and are subject to economic sanctions
administered by the U.S. Treasury Department`s Office of Foreign
Assets Control, please advise us of the materiality to the Company
Of the arrangement to market and license PFC`s product in these
countries through Nycomed, and give us your view as to whether the
arrangement constitutes a material investment risk for your
security holders.  In preparing your response, please consider that
evaluations of materiality should not be based solely on
quantitative factors, but should include consideration of all factors that a
reasonable investor would deem important in making an investment
decision.

Closing

      Please understand that we may have additional comments after
we review your response to our comment.  You may contact me at
(202)942-7817 if you have any questions about the comment or our review.

								Sincerely,

								Cecilia Blye, Chief
								Office of Global Security
								Risk

cc: 	Jeffrey Riedler
	Assistant Director
	Division of Corporation Finance

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