Via Facsimile and U.S. Mail
Mail Stop 03-09


May 3, 2005


Ms. Barbara J. McKee
Principal Accounting Officer
Questcor Pharmaceuticals, Inc.
3260 Whipple Road
Union City, CA 94587

Re:	Questcor Pharmaceuticals, Inc.
	Form 10-K for the fiscal year ended December 31, 2004
	File No. 1-14758

Dear Ms. McKee:

      We have reviewed your filing and have the following
comments.
We have limited our review of the above referenced filing to only
those issues addressed. Where our comments call for disclosure, we
think you should amend your document in response to these
comments.
In some of our comments, we ask you to provide us with
supplemental
information so we may better understand your disclosure.  Please
amend your Form 10-K for the fiscal year ended December 31, 2004
and
respond to these comments within 15 business days or tell us when
you
will provide us with a response prior to the expiration of the 15-
day
period.  If we have requested additional information as well as an
amendment or if you disagree with any comment that calls for
disclosure, we will consider your explanation as to why our
comments
are inapplicable or a revision is unnecessary. Please provide this
letter prior to your amendment. You may wish to provide us with
marked copies of the amendment to expedite our review.  Your
letter
should key your responses to our comments.  Detailed letters
greatly
facilitate our review.  Please file your 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.

	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.

Form 10-K for the fiscal year ended December 31, 2004

Management`s Discussion and Analysis of Financial Condition and
Results of Operations

Critical Accounting Policies

Sales Reserves, Product Returns, and Rebates, pages 28-30

1. We believe your disclosure related to estimates of items that
reduce gross revenue such as product returns and rebates could be
improved as follows:

a. Disclose the nature and amount of each accrual at the balance
sheet date and the effect that could result from using other
reasonably likely assumptions than what you used to arrive at each
accrual such as a range of reasonably likely amounts or other type
of
sensitivity analysis.
b. Disclose the factors that you consider in estimating each
accrual
such as historical return of products, levels of inventory in the
distribution channel, estimated remaining shelf life, price
changes
from competitors and introductions of generics and/or new
products.
c. To the extent that information you consider in b) is
quantifiable,
disclose both quantitative and qualitative information and discuss
to
what extent information is from external sources, such as end-
customer prescription demand, third-party market research data
comparing wholesaler inventory levels to end-customer demand. For
example, in discussing your estimate of product that may be
returned,
consider disclosing and discussing, preferably by product and in
tabular format, the total amount of product in sales dollars that
could be potentially be returned as of the balance sheet date and
disaggregated by expiration period.
d. If applicable, discuss any shipments made as a result of
incentives and/or in excess of your customer`s ordinary course of
business inventory level.  Discuss your revenue recognition policy
for such shipments.
e. You should consider disclosing a roll forward of the accrual
for
each estimate for each period presented showing the following:
* Beginning balance,
* Current provision related to sales made in current period,
* Current provision related to sales made in prior periods,
* Actual returns or credits in current period related to sales
made
in current period,
* Actual returns or credits in current period related to sales
made
in prior periods, and
* Ending balance.

f. In your discussion of results of operations for the period to
period revenue comparisons, discuss the amount of and reason for
fluctuations for each type of reduction of gross revenue, i.e.
product returns, customer rebates and other discounts and
allowances,
including the effect that changes in your estimates of these items
had on your revenues and operations.

Results of Operations, pages 31-41

2. Please revise the comparison of years to discuss and quantify
the
reasons for each significant factor that resulted in significant
increases or decreases in line items on your financial statements.
Refer to Financial Reporting Codification Section 501.04.  Based
on
your existing disclosures, it appears that you could have better
quantified your discussion regarding your revenue items.

3. Notwithstanding the preceding, it would also appear based upon
existing disclosures that a material amount of the fluctuations
within the current year were the result of the change in the
return
policy. Please disclose the amount of the fluctuation due to the
change in the return policy for net product sales, cost of product
sales and gross margin.

Consolidated Financial Statements

Consolidated Statements of Operations, page 58

4. It appears that amortization of purchased technology is
classified
as an operating cost and expense. We believe amortization related
to
purchased technology should be included in cost of product sales.
Alternatively, include a parenthetical disclosure after the
caption
`cost of product sales` indicating omission of amortization of
purchased technology and disclose the amount of amortization and
impairment of purchased technology excluded in the notes.  Please
refer to SAB Topic 11:B.  Please note, discussion of gross margin
excluding amortization and impairment of purchased technology
should
be avoided.

Note to Consolidated Financial Statements

General

5. It does not appear that you have provided the disclosure
required
by paragraph 37 of FAS 131.  Provide revenue by product or groups
of
similar products such as therapeutic category.

Note 1. Organization and Summary of Significant Accounting Polices

Revenue Recognition, pg. 63

6. We note your accounting policies for returns received for
product
lots released prior to June 1, 2004 of recording costs for such
exchanges, including actual product material costs and related
shipping charges, within cost of products sales.  Please tell us
how
this policy complies with paragragh 7 of FAS 48 that requires that
you reduce sales and cost of sales reported in the income
statement
to reflect estimated returns.

Note 2. Development and Collaboration Agreements, pages 66-67

7. We note that you pay quarterly access fees to Sigma-Tau
Pharmaceuticals which vary based upon sales and costs incurred.
Please provide to us additional information regarding this
arrangement including each parties responsibilities under the
agreement, how the access fee is specifically calculated, where
these
amounts are classified in the Consolidated Statement of
Operations,
and your basis for the current accounting treatment.  Please make
specific references to any GAAP literature relied upon to support
your current accounting treatment.



*    *    *    *


	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
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 writing, 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 in the filings reviewed by the staff 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.

      You may contact Todd Sherman, staff accountant, at 202-824-
5358
or Kevin Woody, Branch Chief, at 202-942-7332 if you have
questions
regarding the comments. In this regard, do not hesitate to contact
me, at (202) 942-1803.

								Sincerely,


								Jim B. Rosenberg
								Senior Assistant Chief
Accountant
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Barbara J. McKee
Questcor Pharmaceuticals, Inc.
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