Via Facsimile and U.S. Mail
Mail Stop 6010


April 19, 2006


Mr. Gregory P. Hanson
Vice President, Finance, and Chief Financial Officer
11388 Sorrento Valley Road
San Diego, CA  92121

Re:	Avanir Pharmaceuticals
	Form 10-K for the Fiscal Year Ended September 30, 2005
	File No. 001-15803

Dear Mr. Hanson:

      We have reviewed your February 27, 2006 response to our
February
10, 2006 comment letter and have the following comments. Where
indicated, we think you should revise your document in response to
these comments. If you disagree, we will consider your explanation
as
to why our comment is inapplicable or a revision is unnecessary.
Please be as detailed as necessary in your explanation.  In some
of
our comments, we may 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 on any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

7.  Deferred Revenue, page F-18
1. Refer to your response to comment one.  Please revise the
discussion of your obligations under this agreement to more
clearly
identify why your continuing involvement is significant.

10.  Shareholders` Equity, page F-21

Common stock, page F-22

Class A common stock, page F-22

Fiscal 2005, page F-22
2. Please refer to your response to our prior comment two. Explain
to
us why you do not feel that "any of the events or actions that
could
cause the call right to become exercisable" are within your
control.
It appears that, based on the provisions that you described under
the
Restricted Stock Repurchase Agreement, you could cause the
contingent
event or action to transpire through your decision to terminate
employment for any reason with or without cause.  This seems to
require that you evaluate this as if the call feature is not
contingent on a future event.  Since it appears that the
repurchase
price is less than fair value of the underlying shares, revise
your
financial statements to account for the restricted stock award
following variable accounting.  Refer to paragraphs 95 and 96 of
EITF
00-23.

11.  License and Other Agreements, page F-27

AstraZeneca UK Limited ("AstraZeneca"), page F-28
3. Refer to your response to comment three.  We have reviewed your
response and analysis, and still maintain that it appears that the
license agreement revenues should be deferred over the period of
the
research and development contract.  First you represent the
obligation
to perform the research and development as a benefit.  While you
may
derive positive experiences from this association, the fact is
that it
is structured as an obligation within the license agreement.
Second
we note that instances where the license has value on a stand
alone
basis from the research contract would be rare, and we fail to see
how
your circumstances are substantially distinct as to merit such
treatment.  Please revise your financial statements to defer
recognition of the upfront license fee over the research
obligation
period.  Refer to footnote 36 of Question 1 of Topic 13(3)(f) of
the
Staff Accounting Bulletins.

*   *   *   *

      As appropriate, please amend your Form 10-K for the year
ended
September 30, 2005 and the Form 10-Q for the three months ended
December 31, 2005 and respond to these comments within 10 business
days or tell us when you will provide us with a response.  You may
wish to provide us with marked copies of the amendment to expedite
our
review.  Please furnish a cover letter with your amendment that
keys
your responses to our comments.  Detailed cover letters greatly
facilitate our review.  Please file your cover letter on EDGAR
under
the form type label CORRESP.  Please understand that we may have
additional comments after reviewing your amendment and responses
to
our comments.

      You may contact Tabatha Akins, Staff Accountant, at (202)
551-
3658 or Jim Atkinson, Accounting Branch Chief, at (202) 551-3674
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
Mr. Gregory P. Hanson
Avanir Pharmaceuticals
April 19, 2006
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