SecProbe.io

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Mail Stop 6010
Via Facsimile and U.S. Mail

July 6, 2005

Mr. Jean Vezina
Chief Financial Officer
Axcan Pharma Inc.
597 Laurier Blvd.,
Mont St-Hilaire
Quebec, Canada J3H 6C4

      Re:	Axcan Pharma Inc.
		Form 40-F for the fiscal year ended September 30, 2004
		Filed January 21, 2005
		File No. 000-30860

Dear Mr. Vezina:

      We have limited our review of your filing to those issues
addressed in our comments.  In our comments, we ask you to provide
us
with information so we may better understand your disclosure.
After
reviewing this information, we may 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 any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Exhibit 99.2 - Management`s Discussion and Analysis of Financial
Condition and Results of Operations

Critical Accounting Policies

Revenue Recognition, page 33

1. We believe that your disclosure related to estimates that
reduce
gross revenue such as product returns, chargebacks, customer
rebates
and other discounts and allowances could be improved:

a) Tell us the nature and amount of each accrual at the balance
sheet
date and the effect that could result from using other reasonably
likely assumptions than what you used to arrive at each accrual
such
as a range of reasonably likely amounts or other type of
sensitivity
analysis.

b) Explain to us the factors that you consider in estimating each
accrual such as historical return of products, levels of inventory
in
the distribution channel, estimated remaining shelf life, price
changes from competitors, and introductions of generics and/or new
products.

c) To the extent that information you consider in b) is
quantifiable,
tell us both the quantitative and qualitative information and
discuss
to what extent information is from external sources (e.g., end-
customer prescription demand, third-party market research data
comparing wholesaler inventory levels to end-customer demand).
For
example, in discussing your estimate of product that may be
returned,
tell us by product and in tabular format, the total amount of
product
in sales dollars that could potentially be returned as of the
balance
sheet date and disaggregated by expiration period.

d) If applicable, tell us about any shipments made as a result of
incentives and/or in excess of your customer`s ordinary course of
business inventory level.  Discuss your revenue recognition policy
for such shipments.

e) Provide us with a roll forward of the accrual of each estimate
for
each period presented showing the following:

* Beginning balance,
* Current provision related to sales made in current period,
* Current provision related to sales made in prior periods,
* Actual returns or credits in current period related to sales
made
in current period,
* Actual returns or credits in current period related to sales
made
in prior periods, and
* Ending balance.

f) In your discussion of results of operations for the period to
period revenue comparisons, tell us the amount of and reason for
fluctuations for each type of reduction of gross revenue, such as
product returns, chargebacks, customer rebates and other discounts
and allowances, including the effect that changes in your
estimates
of these items had on your revenues and operations.

g) Tell us why you did not provide the above information in your
MD&A
to give investors information about these critical accounting
estimates.

Goodwill and Intangible Assets, page 33

2. As of September 30, 2004, your total net intangible assets
approximate 67% of total assets.  We believe your critical
accounting
estimates about these assets could be improved to provide more
transparent, relevant, and useful disclosures, especially
considering
the significance of these assets to your balance sheet and
operations.  Please tell us the following as it relates to your
intangibles:

a) By significant product and by therapeutic category in the case
of
insignificant products:

* The gross carrying amount and accumulated amortization as of
year-
end;
* Amortization period used;
* Comparison of the remaining patent life for patents underlying
the
trademarks, licenses, and manufacturing rights to that of the
remaining estimated useful life used to amortize the intangible.
If
applicable, explain the reason for differences;
* Your method of amortization, such as straight-line or
accelerated.
If you use straight-line, disclose the basis for using straight-
line
rather than an accelerated method of amortization (e.g.,
considering
the likely entry of generic competition and other factors);

b) Please provide any other quantitative and qualitative
information
that you believe would be appropriate to help us understand your
disclosure for these intangible assets; and,

c) Explain to us why you have not provided the above information
in
your MD&A to give investors information about these critical
accounting estimates.

*    *    *    *

      	Please respond to these comments within 10 business days
or
tell us when you will provide us with a response.  Your letter
should
key your responses to our comments.  Detailed letters greatly
facilitate our review.  Please file your letter on EDGAR under the
form type label CORRESP.

      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 all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  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 your letter, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments 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.

      You may contact Jason Lawson, Staff Accountant, at (202)
551-
3166 or Donald Abbott, Senior Staff Accountant, at (202) 551-3608
if
you have questions regarding the comments. Please contact me at
(202)
551-3679 with any other questions.

								Sincerely,

								Jim B. Rosenberg
						Senior Assistant Chief
						Accountant
Mr. Jean Vezina
Axcan Pharma Inc.
July 6, 2005
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