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Via Facsimile and U.S. Mail
Mail Stop 03-09

December 6, 2004

Mr. Gary A. Shangold
President and Chief Executive Officer
NovaDel Pharma Inc.
25 Minneakoning Road
Flemington, NJ 08822

Re:	NovaDel Pharma Inc.
      Form 8-K filed November 1, 2004 (Item 4.02 only)
      Form 8-K/A filed November 3, 2004
      File No. 000-32177

Dear Mr. Shangold:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
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 filing.
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.

1. As required by Item 4.02(b)(1) of Form 8-K, please disclose the
date on which your independent registered public accounting firm
advised or notified you of the matter that you disclosed as why
your
financial statements should no longer be relied upon.

2. Please file a letter from your independent registered public
accounting firm addressing the revised disclosures.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors 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.

      In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and

* 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.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      Please file your supplemental response and amendment via
EDGAR
in response to these comments within 5 business days of the date
of
this letter.  Please note that if you require longer than 5
business
days to respond, you should contact the staff immediately to
request
additional time.  Direct any questions regarding the above to me
at
(202) 942-2902.

							Sincerely,

							Oscar M. Young, Jr.
							Senior Accountant
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Mr. Gary A. Shangold
NovaDel Pharma Inc.
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