Via Facsimile and U.S. Mail
Mail Stop 6010
								December 8, 2005

Ms. Rosemary Mazanet
Acting Chief Executive Officer
2600 Stemmons Freeway
Suite 176
Dallas, TX  75207

Re:	Access Pharmaceuticals, Inc.
	Form 10-K for Fiscal Year Ended December 31, 2004
	Forms 10-Q for Fiscal Quarters Ended
March 31, 2005, June 30, 2005 and September 30, 2005
      File No. 333-88480

Dear Ms. Mazanet:

      We have reviewed your filings and have the following
comments.
We have limited our review of your filings to only your financial
statements and related disclosures and do not intend to expand our
review to other portions of your documents.  Where indicated, we
think you should revise your documents 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 ask you to provide us with more information so we may better
understand your disclosure.

      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
filings.
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.

Form 10-Q for the quarter ended March 31, 2005

Item 1. Condensed Consolidated Financial Statements, page 27

Notes to Unaudited Condensed Consolidated Financial Statements,
page
30

1. Please revise your filing to disclose your accounting for your
Standby Equity Distribution Agreement with Cornell Capital
Partners
and for your Secured Convertible Note issuance on March 30, 2005
as
disclosed on page 23.  In your revised disclosure, please ensure
that
you indicate your accounting for the shares of common stock issued
in
these transactions.  In addition, please tell us the authoritative
literature you relied upon to support your accounting.  Please
revise
your June 30, 2005 and September 30, 2005 Forms 10-Q, accordingly.

Item 6.  Exhibits and Reports of Form 8-K, page 24

2. It does not appear that you have filed four agreements on EDGAR
that are listed as being filed.  If true, please amend your filing
to
provide Exhibits 10.31, 10.32, 10.33 and 10.34.  Otherwise, please
tell us when you filed these agreements and where they can be
located
on EDGAR.

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

      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 filing;

* 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.

      If you have any questions, please contact Mark Brunhofer,
Staff
Accountant, at (202) 551-3638 or Kevin Woody, Branch Chief, at
(202)
551-3629.  In this regard, do not hesitate to contact me, at (202)
551-3679.

Sincerely,



Jim B. Rosenberg
Senior Assistant Chief Accountant
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Ms. Rosemary Mazanet
Access Pharmaceuticals, Inc.
December 8, 2005
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