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HOGAN & HARTSON
L.L.P.

1470 WALNUT STREET

SUITE 200

BOULDER, COLORADO 80304

TEL. (720) 406-5300

August 30, 2005

VIA EDGAR AND BY UNITED
PARCEL SERVICE

United States Securities and Exchange Commission

100 First Street, N.E.

Washington, D.C. 20549

Mail Stop 6010

  Attention:

  Jim B. Rosenberg

  Division of Corporate Finance

  Re:

  Array BioPharma Inc.

  Form 10-K for the fiscal
  year ended June 30, 2004

  File No. 001-1663

Ladies and
Gentlemen:

On behalf of
Array BioPharma Inc. (the “Company”), we are responding to the Staff’s comments
set forth in a letter to Mr. R. Michael Carruthers dated August 24,
2005 regarding the above captioned annual report on Form 10-K for the
Company’s fiscal year ended June 30, 2004 (the “Form 10-K”). The
Staff’s letter follows the Company’s letters dated August 1, 2005 and June 16,
2005 responding to the comments of the Staff set forth in letters dated July 5,
2005 and May 27, 2005 (the “Prior Comment Letters”) regarding the Form 10-K
and the Company’s subsequently filed quarterly reports on Form 10-Q.

The Company’s
responses to the Staff’s comments are set forth below.  For ease of reference, we also have
reproduced each comment above the Company’ s response to that comment.

Once the
Staff has reviewed the responses set forth below, the Company would welcome the
opportunity to discuss any additional questions the Staff may have.

*          *          *          *          *

Form 10-K
for the fiscal year ended June 30, 2004

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.

Response: The Company proposes to change its
presentation of statement of operations in order to indicate the provision for
excess inventory is part of cost of revenue as shown below. Alternatively, the
Company would propose to modify the text of the cost of revenue line item as
follows: “Cost of revenue, including provision for
excess inventory of $5.6 million and $4.1 million in fiscal years 2004 and
2003, respectively.”

  Years
  Ended June 30,

  2005

  2004

  2003

  Revenue

  Collaboration revenue

  $

  $

  28,185,609

  $

  33,633,601

  License and milestone
  revenue

  6,645,381

  1,491,812

  Total revenue

  34,830,990

  35,125,413

  Costs and expenses

  Cost of revenue (1)

  37,256,670

  35,136,097

  Research and development
  for proprietary drug discovery

  15,905,107

  11,394,941

  Selling, general and
  administrative expenses

  8,015,746

  8,901,853

  Total operating expenses

  61,177,523

  55,432,891

  Loss from operations

  (26,346,533

  )

  (20,307,478

  )

  Interest income

  380,855

  787,087

  Other expense - loss on
  investment

  —

  (500,000

  )

  Net loss

  $

  $

  25,965,678

  )

  $

  (20,020,391

  )

  Basic and diluted net
  loss per share

  $

  $

  (0.91

  )

  $

  (0.72

  )

  Number of shares used to
  compute per share data

  28,511,457

  27,829,527

(1) Cost
of revenue includes a provision for excess inventory of $5.6 million and $4.1
million in fiscal 2004 and 2003, respectively.

2

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® 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.

Response:
The $8 million in per-compound revenue in fiscal 2004 consists of
revenue from collaborators for custom libraries of chemical compounds created
by the Company, sales of compounds from its Lead Generation Libraries on a
stand-alone basis and sales of Optimer building blocks. As the Company
described in its prior responses to the Staff’s Prior Comment Letters, the
Company does not track or otherwise manage its business by a delineation of
revenue sources between products and services. Because the revenue the Company
receives from sales of what would be considered “products” is commingled with
revenue from sales of what would be considered “services”, the Company can only
provide an estimate of per-compound revenue derived from product revenue and
service revenue based on the following assumptions.

Because custom
compound libraries are made to the specification of the collaborator after an
agreement is signed and the collaborator typically retains 100% of any
intellectual property rights, the Company would characterize revenue derived
from sales of custom libraries as collaboration, or service revenue.  Lead Generation Libraries and Optimer
building blocks are typically designed by Array and made before any agreements
are signed with collaborators. As a result, the Company would consider revenue
from sales of Optimer building blocks to be product revenue. However, revenue
from licensing compounds in the Company’s Lead Generation Libraries is derived
from a combination of delivery of the compound, the license grant and know-how
and other information about the compound. Based on the Company’s prior
experience and estimates of time spent by its scientists in creating compounds
for Lead Generation Libraries, the Company estimates that approximately 40% of
the revenue from stand-alone sales of Lead Generation Libraries could be
attributed to a tangible product. Based on these assumptions, the Company
estimates that in fiscal 2004 approximately $2.7 million of its per compound
revenue, or approximately 8% of total revenue, would be characterized as
product revenue.

*          *          *          *          *

3

Please
do not hesitate to call the undersigned at (720) 406-5362 or Alan L. Dye
at (202) 637-5737 if you have further comments or if you require any
additional information.

  Sincerely,

  /s/
  Carin M. Kutcipal

  Carin
  M. Kutcipal

cc:      R.
Michael Carruthers

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