Via Facsimile and U.S. Mail
Mail Stop 6010


February 10, 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 limited our review of your filings to those issues
we
have addressed in our comments.  In our comments, we ask you to
provide us with information so we may better understand your
disclosure.  Please be as detailed as necessary in your
explanation.
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
filings.
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.

Consolidated Financial Statements, page F-1

7.  Deferred Revenue, page F-18

1. Please tell us how your classification of the proceeds received
from Drug Royalty for the sale of future royalties complied with
EITF
88-18.  Your disclosure indicates that you have continuing
involvement given the nature of the terms and the covenants
surrounding the agreement.  In your analysis, please address all
six
rebuttable presumptions and how you were able to overcome the
presumption that this is debt.

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 explain to us how you evaluated the need to apply
variable
plan accounting to this award given the right to repurchase at
what
would appear to be below fair value.  Address specifically whether
there are conditions that are within your control that will allow
you
to exercise this right prior to it lapsing.  Refer to Issue 23(d)
of
EITF 00-23.

11.  License and Other Agreements, page F-27

AstraZeneca UK Limited ("AstraZeneca"), page F-28

3. We note that you determined that the license and the research
agreement were separate units of accounting for this agreement and
the Novartis agreement.  Based on your disclosure here, it is
unclear
how this is appropriate.  Please explain to us how the research
and
development agreement has separate value from the license when the
license is required to perform that research and development.
Please
refer to Example 6-Biotech License, Research and Development, and
Contract Manufacturing Agreement in EITF 00-21.  In your response
address specifically the factors discussed in this example.

12.  Related Party Transactions, page F-30

IriSys Research and Development, LLC, page F-30

License Agreement, page F-30

4. Please provide to us in disclosure type format a discussion of
the
amounts that might be paid to CNS under the Sublicense agreement
discussed here.  Include a discussion of the events that would
trigger the payments under this agreement.  Also provide to us in
disclosure type format similar information related to your
discussion
of this agreement with your contractual obligations on page 31.

*    *    *    *

       Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  Please furnish
a
letter that keys your responses to our comments and provide the
requested information.  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 filings to be certain that the
filings include 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 filings; 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 filings or
in
response to our comments on your filings.

      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 the comments.  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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Mr. Gregory P. Hanson
Avanir Pharmaceuticals
February 10, 2006
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