SecProbe.io

August 29, 2012

Via E -mail
John B. Whelan
Chief Executive Officer  and Chief Financial Officer
A.P. Pharma, Inc.
123 Saginaw Drive
Redwood City, CA  94063

Re: A.P. Pharma, Inc.
  Registration Statement on Form S-3
Filed  August 24, 2012
  File No.  333-183549

Dear Mr. Whelan :

We have limited our review of your registration statement to the issue we have addressed
in our comment below.

Please respond to this letter by amending your registration statement .  If you do not
believe our comment applies to your facts and circumstances or do not believe an amendment is
appropriate, please tell us why in your response.

After reviewing any amendment to your registration statement and any information you
provide in response to our comment , we may have  additional comments.

General

1. We note your shares are currently traded on the OTC Bulletin Board.  As the OTC
Bulletin Board is not a national securities exchange or an automated quotati on system of
a national securities association, it appears that you are not  eligible to conduct a
secondary  offering on Form S -3 in reliance on  General Instruction I.B. 3. to Form S -3.
Accordingly, please amend  your registration statement to convert  to a form for which  you
are eligible to conduct a secondary  offering.  Please see Securities Act Forms C&DI
116.12 (February 2009).

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

John B. Whelan
A.P. Pharma, Inc.
August 29, 2012
Page 2

 Notwithstanding our comments, in the event you request accelera tion of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility fo r
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding reques ts for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities  Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective  date of the
registration statement.

Please contact Karen Ubell at (202) 551 -3873  or me at (202) 551 -3715  with any
questions.

Sincerely,

 /s/ Daniel Greenspan for

Jeffrey Riedler
Assistant Director

cc: Via E -mail
 Ryan Murr , Esq.
 Ropes & Gray LLP