SecProbe.io

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Via Facsimile and U.S. Mail
Mail Stop 6010

October 31, 2005

Mr. Gordon Sangster
Chief Financial Officer and
Principal Financial and Accounting Officer
AP Pharma, Inc.
123 Saginaw Drive
Redwood City, California  94063

Re:	AP Pharma, Inc.
	Form 10-K for the Fiscal Year Ended December 31, 2004
	File No. 000-16109

Dear Mr. Sangster:

      We have limited our review to only your financial statements
and related disclosures and do not intend to expand our review to
other portions of your document.  In our comment, we ask you to
provide us with information so we may better understand your
disclosure.  Please be as detailed as necessary in your
explanation.
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-K - December 31, 2004

Financial Statements

Note 10 - Discontinued Operations

Analytical Standards Division

1. Please explain to us your basis for including the net present
value of the guaranteed minimum royalties in calculating the gain
on
the disposal of these operations.  Include any references to the
specific paragraphs within the applicable authoritative literature
upon which you relied in this determination.  Also tell us the
amount
of these future minimum royalties, the amount you are included in
your gain calculation, and how the anticipated receipt of the
royalties is reflected in your financial statements, particularly
the
statement of financial position.

      Please respond to this comment within 10 business days or
tell
us when you will provide us with a response.  Please furnish a
letter
that keys your response to our comment and provide the requested
information.  Detailed letters greatly facilitate our review.
Please
file your letter on EDGAR under the form type label CORRESP.

      You may contact Tabatha Akins, Staff Accountant, at (202)
551-
3658 or James Atkinson, Accounting Branch Chief, at (202) 551-3674
if
you have questions regarding comments on the financial statements
and
related matters.  Please contact me at (202) 551-3679 with any
other
questions.

Sincerely,

Jim B. Rosenberg
Senior Assistant Chief
Accountant

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Mr. Gordon Sangster
AP Pharma, Inc.
October 31, 2005
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