A.P. Pharma, Inc.

123 Saginaw Drive

Redwood City, CA 94063

July 27, 2011

VIA EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-4628

 

Attention:

Jeffrey Riedler

Johnny Gharib

Daniel Greenspan

 

Re:

A.P. Pharma, Inc.

Registration Statement on Form S-1 (File No. 333-174288)

Filed on May 17, 2011 and Amended on June 14, 2011 and July 15, 2011

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, A.P. Pharma, Inc. (the “Issuer”), hereby requests that the effective date for the Registration Statement referred to above (the “Registration Statement”) be accelerated so that it will be declared effective by 4:00 p.m. Eastern Time on July 29, 2011 or as soon as possible thereafter.

The Issuer acknowledges its responsibilities under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, as they relate to the proposed public offering of the securities specified in the above-referenced Registration Statement. In addition, in connection with our request for acceleration, we acknowledge that:

 

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should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

 

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the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Issuer from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

 

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the Issuer may not assert the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please notify Ryan Murr of Ropes & Gray LLP at 415-315-6300 as soon as the Registration Statement has been declared effective.