SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549


                              FORM 8-K

                           CURRENT REPORT
                    Pursuant to Section 13 or 15(d) of
                    the Securities Exchange Act of 1934

Date of Report(Date of Earliest Event Reported):December 12, 2001

                        A.P. PHARMA, INC.
          -----------------------------------------------------
         (Exact name of Registrant as specified in its charter)


      DELAWARE                 1-16109                94-2875566
- ----------------------------   -----------    ------------------
(State or other jurisdiction   (Commission         (IRS Employer
      of incorporation)        File Number)   Identification No.)


          123 SAGINAW DRIVE, REDWOOD CITY, CALIFORNIA 94063
         ---------------------------------------------------
         (Address of principal executive offices) (Zip code)

                         (650) 366-2626
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         Registrant's telephone number, including area code

                              N/A
     ------------------------------------------------------------
    (Former Name or Former Address, if Changed Since Last Report)


             INFORMATION TO BE INCLUDED IN THE REPORT
             ----------------------------------------

Item 4.  Changes in Registrant's Certifying Accountants

On December 12, 2001, A.P. Pharma, Inc. (the "Company") engaged
Ernst & Young LLP as the Company's independent accountants for
the year ending December 31, 2001.  Before the engagement of
Ernst & Young LLP, KPMG served as the Company's independent
accountants for the years ended December 31, 1999 and 2000.

a.  Previous independent accountants

    i.   On December 12, 2001, the Company dismissed KPMG LLP as
its independent accountants.

    ii.  The reports of KPMG LLP on the financial statements of
the Company for each of the past two fiscal years contained no
adverse opinion or disclaimer of opinion and were not qualified
or modified as to uncertainty, audit scope or accounting
principle.

    iii. The decision to change independent accountants was
recommended by the Company's Audit Committee and approved by the
Company's Board of Directors.

    iv.  During the Company's two most recent fiscal years, ended
December 31, 2000, and the subsequent interim period through
December 12, 2001, the Company has had no disagreements with KPMG
LLP on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure,
which disagreements if not resolved to the satisfaction of KPMG
LLP would have caused them to make reference thereto in their
report on the financial statements of the Company for such years.

    v.   The Company has requested that KPMG LLP furnish it with
a letter addressed to the Securities and Exchange Commission
stating whether or not it agrees with the above statements.  A
copy of such letter, dated December 18, 2001, is filed as Exhibit
7.1 to this Current Report on Form 8-K.

b.  New independent accountants

    On December 12, 2001, the Company engaged Ernst & Young LLP
as its independent accountants for the year ending December 31,
2001.  During the two most recent fiscal years and through the
date of this report, the Company has not consulted with Ernst &
Young LLP on items which concerned the subject matter of a
disagreement or reportable event with the former auditor (as
described in Item 304(a)(2) Regulation S-K).

Item 7.  Financial Statements, Pro Forma Financial Information
and Exhibits.

   (c)
   Exhibit 7.1   Letter from KPMG LLP, independent auditors re
                 change in certifying accountants


                           SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.

                                                A.P. PHARMA, INC.


Date: December 19, 2001              By: /S/ Michael O'Connell
      -----------------                  ----------------------
                                         Michael P. J. O'Connell,
                                         President and Chief
                                         Executive Officer


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Securities and Exchange Commission         December 18, 2001
Washington, D.C. 20549

Ladies and Gentlemen:

We were previously principal accountants for A.P. Pharma,
Inc., and, under the date of February 16, 2001, we reported
on the consolidated financial statements of the Company and
subsidiary as of and for the years ended December 31, 2000
and 1999.  On December 12, 2001, our appointment as
principal accountants was terminated. We have read the
Company's statements included under Item 4 of its Form 8-K
dated December 12, 2001, and we agree with such statements,
except that we are not in a position to agree or disagree
with the Company's statements that the decision to change
independent accountants was recommended by the Company's
audit committee and approved by the Company's board of
directors. We also are not in a position to agree or
disagree with the Company's statement that on December 12,
2001, it engaged Ernst & Young LLP as its independent
accountants for the year ending December 31, 2001, and that
the Company did not consult with Ernst & Young LLP regarding
Items which concerned the subject matter of a disagreement
or reportable event as described in Item 304 (a)(2)
Regulation S-K.

Very truly yours,

/s/ KPMG LLP
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KPMG LLP