SecProbe.io

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Via Facsimile and U.S. Mail
Mail Stop 6010

July 5, 2005

Mr. R. Michael Carruthers
Chief Financial Officer
Array BioPharma Inc.
3200 Walnut Street
Boulder, CO  80301

Re:	Array BioPharma Inc.
      Form 10-K for the fiscal year ended June 30, 2004
      Filed September 3, 2004
	File No. 001-1663

Dear Mr. Carruthers:

	We have reviewed your response letter dated June 16, 2005 to
our
comment letter dated May 27, 2005 and have the following comments.
In our comments, we ask you to provide us with supplemental
information so we may better understand your disclosure.  Please
be
as detailed as necessary in your explanation.  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.

Form 10-K for the Fiscal Year Ended June 30, 2004

General

1. Please provide the disclosures that you propose, in your
response
to comments one, two, four, five, and ten and to the comment about
additional milestone payments, to make in Form 10-K for the fiscal
year ended June 30, 2005.  In addition, please propose disclosures
to
clarify:  (a) your revenue recognition policies, consistent with
your
response to comment seven; (b) how continuing to lease your
buildings
for at least fifteen years is reasonably assured, as asserted in
your
response to comment five, and (c) how the reasonably assured lease
renewals would have on your future cash requirements.

Item 7. Management`s Discussion and Analysis of Financial
Condition
and ..., page 32

Results of Operations, page 35

Liquidity and Capital Resources, page 38

Item 8. Financial Statements and Supplementary Data, page 42

Statements of Operations, page 45

2. While separately identifying the provision for excess inventory
may, as you assert in response to comment three, assist investors
in
understanding its impact in the affected and comparable periods,
it
is still unclear how excluding it from cost of revenue and gross
margin assists investors in that way.  As such, please revise your
statement of operations presentation and your MD&A discussions of
cost of revenue and gross margin to include its impact.

Notes to Financial Statements, page 48

1. Business and Summary of Significant Accounting Policies, page
48

3. Please clarify your response to comment four to address
whether:
(a) you can obtain the results of the research and development
covered by any of these arrangements and (b) whether a successful
outcome could result in any obligations for you, in any form.

Revenue Recognition, page 50

4. Based on your response to comment eight, you still appear to
have
net sales of tangible products and revenues from service.  Please
cite the guidance that would exempt you from the requirements of
Rule
5-03(b)(1) of Regulation S-X because of the factors asserted in
your
response.  Otherwise, please propose disclosures that would comply
with that Rule.

3.  Balance Sheet Components, page 54

5. We will continue considering your response to comment nine when
you submit the separate letter that you intend to submit.

      Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  Please furnish
a
letter that keys your responses to our comments and provide the
requested information.  Detailed letters greatly facilitate our
review.  Please file your letter on EDGAR under the form type
label
CORRESP.  Please understand that we may have additional comments
after reviewing your responses to our comments.

      You may contact Keira Ino, Staff Accountant, at (202) 551-
3659
or Oscar Young, Senior Staff Accountant, at (202) 551-3622 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. R. Michael Carruthers
Array BioPharma Inc.
July 5, 2005
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