SecProbe.io

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Via Facsimile and U.S. Mail
Mail Stop 6010

August 24, 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 August 1, 2005 to
our comment letter dated July 5, 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.

Item 8. Financial Statements and Supplementary Data, page 42

Statements of Operations, page 45

1. We noted your response to our prior comment two and the revised
MD&A disclosures that you proposed.  Please also provide us in
disclosure-type format,  how you intend to make it clear within
the
financial statements preferably on the face of the statement of
operations that the provision for excess inventory is part of
total
cost of revenue, consistent with paragraph 14 of chapter 4 of ARB
43.

Notes to Financial Statements, page 48

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

Revenue Recognition, page 50

2. In your response to our prior comment seven dated June 16,
2005,
we noted that you had approximately $8 million in per-compound
revenue in fiscal 2004.  Based on your response to our prior
comment
four dated July 5, 2005, it does not appear that you considered
all
of this per-compound revenue to be product revenues.  As page 23
of
your filing appears to indicate that per-compound revenue includes
sales of your Optimer(r) building blocks, custom chemical
compounds
you create, and custom chemical syntheses you perform, please
clarify
how much of your per-compound revenue you consider to be product
revenues and why you consider the remaining amount to be service
revenues.

      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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Michael Carruthers
Array BioPharma Inc.
August 24, 2005
Page 2

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