corresp

[LETTERHEAD OF AMERICAN PACIFIC CORPORATION]

April 7, 2005

Via EDGAR AND OVERNIGHT MAIL

Scott Watkinson
Division of Corporation Finance
United States Securities and Exchange Commission
Mail Stop 0304
450 Fifth Street, N.W.
Washington, D.C. 20549-0510


Re:		Form 10-K for the fiscal year ended September 30, 2004 Form 10-Q for the period ended December 31, 2004 File No. 1-8137

Dear Mr. Watkinson:

As we discussed yesterday, a page was inadvertently omitted from Supplement Number 6 contained in supplemental information filed on behalf of America Pacific Corporation with our letter to you dated March 25, 2005. We have filed a corrected version of the supplemental information under cover of this letter which includes the omitted page.

Should you have any further questions or comments regarding the above-referenced filing, please feel free to contact the undersigned at (702) 699-4166 or our counsel, John Campbell of Morrison & Foerster LLP at (415) 268-7197 or Lior Zorea of Morrison & Foerster LLP at (415) 268-6832. Thank you for your assistance.

Very truly yours,

/s/ Seth L. Van Voorhees

Seth L. Van Voorhees, Vice President, Treasurer, Chief Financial
Officer and Secretary

Supplements to SEC Response Letter

SUPPLEMENT 1

Item 6. Selected Financial Data

FIVE-YEAR SUMMARY OF SELECTED CONSOLIDATED FINANCIAL DATA FOR THE YEARS ENDED SEPTEMBER 30,


	2004 ⁽¹⁾			2003		2002		2001		2000
	(in thousands except per share amounts)
STATEMENT OF OPERATIONS DATA:
Sales and operating revenues	$	59,489		$	68,866	$	73,588	$	63,089	$	67,369
Cost of sales		40,246			37,349		43,529		38,186		44,279
Gross profit		19,243			31,517		30,059		24,903		23,090
Operating expenses		21,493			14,480		13,776		10,050		10,236
Impairment charge											9,084
Operating (loss) income		(2,250	)		17,037		16,283		14,853		3,770
Interest income		1,102			912		945		1,877		1,987
Interest expense		532			1,696		4,180		4,467		5,568
Other expense (income)		450			760
Loss on Debt Extinguishments					1,522		149				1,594
Income (loss) before cumulative effect		(2,130	)		13,971		12,899		12,263		(1,405	)
Income taxes		(2,502	)		4,611		4,257		4,537		(15,136	)
Cumulative effect		769
Net (loss) income		(397	)		9,360		8,642		7,726		13,731
Basic net income per share		(0.05	)		1.29		1.21		1.10		1.88
Diluted net income per share	$	(0.05	)	$	1.27	$	1.18	$	1.10	$	1.86
BALANCE SHEET DATA:
Cash and cash equivalents	$	23,777		$	27,140	$	65,826	$	51,471	$	30,128
Inventories and receivables		30,058			22,885		21,156		19,736		20,813
Property, plant and equipment – net		16,573			9,223		7,918		7,503		7,460
Intangible assets – net		13,679			17,579		21,297		25,411		29,805
Deferred income taxes		11,905			10,307		10,128		11,103		15,406
Total assets		100,628			101,685		131,971		123,042		117,590
Working capital		44,691			42,599		81,783		67,426		43,362
Long-term debt							40,600		44,175		44,175
Shareholders’ equity	$	84,800		$	84,834	$	76,241	$	66,955	$	59,609
OTHER DATA:
Capital expenditures	$	1,093		$	3,119	$	2,080	$	1,624	$	2,458
Depreciation and amortization	$	5,737		$	5,794	$	6,384	$	6,303	$	8,931
Dividends per common share	$	0.42		$	0.00	$	0.00	$	0.00	$	0.00
Closing stock price	$	7.47		$	8.48	$	8.49	$	7.10	$	6.19

(1)

As discussed in Note 1 to our Consolidated Financial Statements, the consolidation of the ES joint venture as of March 31, 2004 significantly changes various line items of our balance sheet, statement of operations and cash flow presentations as compared to financial presentations in earlier reports.

SUPPLEMENT 2

AMERICAN PACIFIC CORPORATION
Condensed Consolidated Statements of Operations
(unaudited)


	For the three months ended				For the nine months ended
	June 30,				June 30,
	2005	2004			2005	2004
Sales and Operating Revenues	$	$	15,829,000		$	$	39,410,000
Cost of Sales			10,994,000				26,717,000

Gross Profit			4,835,000				12,693,000
Operating Expenses			5,638,000				15,505,000

Operating Income (Loss)			(803,000	)			(2,812,000	)
Interest Income			262,000				815,000
Interest Expense			265,000				265,000
Other Income (Expense)			—				450,000

Income (Loss) Before Income Taxes and Cumulative Effect			(806,000	)			(2,712,000	)
Income Taxes (Benefit)			(282,000	)			(949,000	)
Cumulative Effect of Accounting Adjustment			—				769,000

Net Income (Loss)	$	$	(524,000	)	$	$	(2,532,000	)

Basic Net Income (Loss) Per Share	$	$	(0.07	)	$	$	(0.35	)

Basic Net Income (Loss) Before Cumulative Effect Per Share	$	$	(0.11	)	$	$	(0.37	)

Average Shares Outstanding			7,292,000				7,278,000

Diluted Net Income (Loss) Per Share	$	$	(0.07	)	$	$	(0.35	)

Diluted Net Income (Loss) Before Cumulative Effect Per Share	$	$	(0.11	)	$	$	(0.37	)

Diluted Shares			7,292,000				7,278,000

See the accompanying Notes to Condensed Consolidated Financial Statements.

SUPPLEMENT 3

AMERICAN PACIFIC CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED SEPTEMBER 30, 2004, 2003 AND 2002


	2004			2003		2002
SALES AND OPERATING REVENUES	$	59,489,000		$	68,866,000	$	73,588,000
COST OF SALES		40,246,000			37,349,000		43,529,000

GROSS PROFIT		19,243,000			31,517,000		30,059,000
OPERATING EXPENSES		21,493,000			14,480,000		13,776,000

OPERATING (LOSS) INCOME		(2,250,000	)		17,037,000		16,283,000
INTEREST INCOME		1,102,000			912,000		945,000
INTEREST EXPENSE		532,000			1,696,000		4,180,000
OTHER EXPENSE (INCOME)		450,000			760,000
LOSS ON DEBT EXTINGUISHMENTS					1,522,000		149,000

(LOSS) INCOME BEFORE INCOME TAXES AND CUMULATIVE EFFECT		(2,130,000	)		13,971,000		12,899,000
PROVISION (BENEFIT) FOR INCOME TAXES		(2,502,000	)		4,611,000		4,257,000

INCOME BEFORE CUMULATIVE EFFECT		372,000			9,360,000		8,642,000
CUMULATIVE EFFECT ACCOUNTING ADJUSTMENT		769,000

NET (LOSS) INCOME	$	(397,000	)	$	9,360,000	$	8,642,000

BASIC NET (LOSS) INCOME PER SHARE	$	(0.05	)	$	1.29	$	1.21

BASIC LOSS (INCOME) BEFORE CUMULATIVE EFFECT	$	0.05		$	1.29	$	1.21

AVERAGE SHARES OUTSTANDING		7,281,000			7,253,000		7,145,000

DILUTED NET (LOSS) INCOME PER SHARE	$	(0.05	)	$	1.27	$	1.18

DILUTED (LOSS) INCOME BEFORE CUMULATIVE EFFECT PER SHARE	$	0.05		$	1.27	$	1.18

DILUTED SHARES		7,328,000			7,353,000		7,335,000

See Notes to Consolidated Financial Statements.

SUPPLEMENT 4

AMERICAN PACIFIC CORPORATION AND SUBSIDIARIES
STATEMENTS OF OPERATIONS


	For the Quarter ended											For the twelve months ended
	December 31, 2003			March 31, 2004		June 30, 2004			September 30, 2004			September 30, 2004
SALES AND OPERATING REVENUES	$	4,794,000		$	18,787,000	$	15,829,000		$	20,079,000		$	59,489,000
COST OF SALES		4,324,000			11,398,000		10,994,000			13,530,000			40,246,000

GROSS PROFIT		470,000			7,389,000		4,835,000			6,549,000			19,243,000
OPERATING EXPENSES		3,764,000			6,102,000		5,638,000			5,989,000			21,493,000

OPERATING (LOSS) INCOME		(3,294,000	)		1,287,000		(803,000	)		560,000			(2,250,000	)
INTEREST INCOME		131,000			309,000		262,000			287,000			1,102,000
INTEREST EXPENSE							265,000			267,000			532,000
OTHER EXPENSE (INCOME)		340,000			110,000								450,000

(LOSS) INCOME BEFORE INCOME TAXES AND CUMULATIVE EFFECT		(3,390,000	)		1,486,000		(806,000	)		580,000			(2,130,000	)
PROVISION (BENEFIT) FOR INCOME TAXES		(1,186,000	)		520,000		(282,000	)		(1,554,000	)		(2,502,000	)

(LOSS) INCOME BEFORE CUMULATIVE EFFECT		(2,204,000	)		966,000		(524,000	)		2,134,000			372,000
CUMULATIVE EFFECT ACCOUNTING ADJUSTMENT					769,000								769,000

NET (LOSS) INCOME	$	(2,204,000	)	$	197,000	$	(524,000	)	$	2,134,000			( $397,000	)

BASIC NET (LOSS) INCOME PER SHARE	$	(0.30	)	$	0.13	$	(0.07	)	$	0.30		$	0.05

BASIC LOSS (INCOME) BEFORE CUMULATIVE EFFECT	$	(0.30	)	$	0.03	$	(0.07	)	$	0.30		$	(0.05	)

AVERAGE SHARES OUTSTANDING		7,256,000			7,285,000		7,292,000			7,145,000			7,145,000

DILUTED NET (LOSS) INCOME PER SHARE	$	(0.30	)	$	0.13	$	(0.07	)	$	0.30		$	0.05

DILUTED (LOSS) INCOME BEFORE CUMULATIVE EFFECT PER SHARE	$	(0.30	)	$	0.03	$	(0.07	)	$	0.30		$	(0.05	)

DILUTED SHARES		7,256,000			7,363,000		7,292,000			7,335,000			7,335,000

SUPPLEMENT 5

ENERGETIC SYSTEMS


	For the Six Months		For the Fiscal Year		For the Fiscal Year
	Ended March 30,		Ended September 30,		Ended September 30,
	2004		2003		2002
Interest Income	$	402,000	$	620,000	$	—
Preferred Stock Dividend Received by the Company	$	—	$	—	$	—

SUPPLEMENT 6

Significant Subsidiary Test for Purposes of S-X Rule 3.09 and 4.08(g)

I. Investment Test

Investments in and advances (including current

and noncurrent) to potentially significant

subsidiary by—

Parent

)

10,393,000

Parent’s other subsidiaries

)

Total, (A) plus (B)

(C-1

)

10,393,000

Total for a group of unconsolidated subsidiaries

(C-2

)

10,393,000

II. Asset test

Consolidated assets (Note 1)

)

101,685,000

10% of (D) =

(E-1

)

10,168,000

20% of (D) =

(E-2

)

20,337,000

Total assets of potentially significant

subsidiary (after intercompany eliminations)

(Note 2)

)

12,242,000

Percent of ownership of potentially significant

subsidiary by parent and parent’s other

subsidiaries

)

Proportionate share of total assets, (F) times (G)

(H-1

)

6,121,000

Proportionate share of total assets for a group

of unconsolidated subsidiaries calculated based

on the parent’s combined percentage ownership of

each unconsolidated subsidiary multiplied by

their respective total assets.

(H-2

)

6,121,000


		TEST IS
		MET
50%-or-Less-Owned Persons:		YES	NO

	On an individual basis, if (C-1) is greater than (E-1) or (H-1) is greater than (E-1), the test is met, the potentially significant subsidiary is significant, and summarized financial information must be furnished in the footnotes to the consolidated financial statements.	X

	On a group basis, if (C-2) is greater than (E-1) or (H-2) is greater than (E-1), the test is met, the group is significant, and summarized financial information must be furnished in the footnotes to the consolidated financial statements.		X

	On an individual basis, if C-1 is greater than E-2, the test is met, the potentially significant subsidiary is significant, and separate statements must be filed.		X

Subsidiaries Not Consolidated:

	Rule 4.08(g)—Summarized financial information must be furnished in the footnotes to the consolidated financial statements.		X

	Rule 3.09(a)—On an individual basis, if C-1 is greater than E-2 or H-1 is greater than E-2, the test is met, the potentially significant subsidiary is significant, and separate statements must be filed.		X

Notes to Test:


1.	After normal intercompany eliminations, but without elimination of investments in and advances to unconsolidated subsidiaries or 50%-or-less persons.

2.	a.	If tested subsidiary (or group) has an equity interest in other unconsolidated subsidiaries (or an equity interest in 50%-or-less-owned persons), do not substitute its proportional share of their assets for investments in and advances to those companies.

	b.	Reduce the tested subsidiary’s total assets for any receivables from companies included in the consolidated statements.

	c.	Do not eliminate receivables from other unconsolidated and 50%-or-less-owned persons.

Income Test

)

Consolidated income (loss)

From continuing operations (before income taxes,

13,971,000

extraordinary items, and the cumulative effect of an accounting change). This amount includes pretax equity income of unconsolidated subsidiaries and 50%-or-less-owned companies whose operations are continuing.

(I-1)

Enter amount from (T) here

(I-2)

10,114,400

Using the greater of the (I-1) or (I-2), calculate:

2,794,200

1,397,100

20% of (I)-10% (I)

(J-1)

(J-2)

)

Income (loss) of tested subsidiary

Continuing operations of tested subsidiary (before income taxes, extraordinary items, and the cumulative effect of an accounting change).

(K)

Intercompany profits of tested subsidiary, before

income taxes.

(L)

Total, (K) less (L)

(M)

(1,515,000

)

Proportionate share of income, (M) times (D)

(N-1)

(760,000

)

Proportionate share of income for a group of

(760,000

)

unconsolidated subsidiaries calculated based on the parent’s combined ownership of each unconsolidated subsidiary times their respective

income

(N-2)

TEST IS

MET

YES

On an individual basis, if both (N-1) and (J-1) are positive figures and (N-1) is greater than (J-1), the test is met—the subsidiary is significant and separate financial statements are filed.

For the group of unconsolidated subsidiaries, if (N-2) and (J-2) are positive figures and (N-2) is greater than (J-2), the group is significant and summarized financial information must be furnished in the footnotes to the consolidated financial statements.

)

If either (N) or (J), but not both, are loss figures, the test is made by comparing the potentially significant subsidiary (N-1) with the consolidated figures excluding the income or loss of the potentially significant subsidiary—as follows:

Consolidated income (loss) using the greater of (I-1) or (I-2)

(O)

13,971,000


Add back potentially significant subsidiary’s (or group’s) income (loss) if included in consolidation	(P)	(760,000	)

Consolidated income (loss) exclusive of tested subsidiary (or group) (O) less (P)	(Q)	14,731,000

20% of (Q)	(R)	2,946,200

TEST IS

MET

YES

If (P) is greater than (R) disregard positive or negative—the test is met and the subsidiary (or group) is a significant subsidiary and separate information is required.

)

Average Consolidated Income Rule.

Note:

The following rule is not applicable to registrants with a loss for the most current year. It is also not applicable, in any circumstances, to the tested subsidiary.

If income of the registrant and its subsidiaries consolidated for the most recent fiscal year is at least 10 percent lower than average of the income for the last five fiscal years, such average income should be used for computational purposes.

Average consolidated income—from continuing operations (before income taxes, extraordinary items, and the cumulative effect of an accounting change). Loss years should be omitted.

This year

13,971,000

1st preceding year

12,899,000

2nd preceding year

12,263,000

3rd preceding year

Loss

4th preceding year

11,439,000

Total

(S)

50,572,000

Average—(S) divided by 5, even if loss years are excluded from numerator

(T)

10,114,400

SUPPLEMENT 7

ENERGETIC SYSTEMS


	For the Six			For the Fiscal Year			For the Fiscal Year
	Months Ended March			Ended September 30,			Ended September 30,
	31, 2004			2003			2002
Pre-Tax Income	$	(1,345,105	)	$	(1,578,259	)	$	—
Total Preferred Stock Dividend	$	—		$	—		$	—
Portion of Total Preferred Stock Dividend Paid to the Company	$	—		$	—		$	—

SUPPLEMENT 8

Bill and Hold Invoicing ($)


	1Q		2Q		3Q		4Q		Full Year
FY 2004		—		13,331,758		5,513,567		12,358,501		31,203,826
FY 2003		10,026,458		15,917,582		10,571,933		11,328,183		47,844,156

SUPPLEMENT 9

PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment at September 30, 2004 and 2003 are summarized as follows:


	2004			2003
Land	$	310,000		$	117,000
Buildings,		4,426,000			1,885,000
Machinery and equipment		24,253,000			17,580,000
Construction		1,260,000			1,029,000

Total		30,269,000			20,611,000
Less: accumulated depreciation		(13,696,000	)		(11,388,000	)

Property, plant and equipment, net	$	16,573,000		$	9,223,000

Depreciation expense was approximately $1.8 million, $1.8 million and $2.2 million during the years ended September 30, 2004, 2003 and 2002, respectively. The increase in building, machinery and equipment in 2004 was principally attributed to the consolidation of ES.

SUPPLEMENT 10

EMPLOYEE BENEFIT PLANS

We maintain a group health and life benefit plan, an employee stock ownership plan (“ESOP”) that includes a Section 401(k) feature, a defined benefit pension plan (the “Plan”), and a supplemental executive retirement plan (“SERP”). The ESOP permits employees to make contributions. Plan benefits are paid based on an average of earnings, retirement age, and length of service, among other factors.

The tables below provide relevant financial information about the Plan as of and for the fiscal years ended September 30:


Defined Benefit Pension Plan
	9/30/2004			9/30/2003
A. Change in Benefit Obligation
1. Benefit obligation at beginning of year	$	25,255,000		$	20,160,000
2. Service cost		944,000			770,000
3. Interest cost		1,466,000			1,388,000
4. Plan participants’ contributions		0			0
5. Actuarial (gains)/losses		225,000			3,488,000
6. Foreign currency exchange rate changes		0			0
7. Benefits paid		(791,000	)		(791,000	)
8. Plan Amendments		0			240,000
9. Business Combination/Divestitures		0			0
10. Curtailments/Settlements/Termination Benefits		0			0
11. Other Events		0			0

12. Benefit obligation at end of year	$	27,099,000		$	25,255,000
B. Change in Plan Assets
1. Fair value of plan assets at beginning of year	$	13,968,000		$	11,232,000
2. Actual return on plan assets		1,770,000			1,717,000
3. Foreign currency exchange rate changes		0			0
4. Employer contribution		1,707,000			1,810,000
5. Plan participants’ contributions		0			0
6. Benefits paid		(791,000	)		(791,000	)
7. Business Combination/Divestitures		0			0
8. Curtailments/Settlements/Termination Benefits		0			0
9. Other Events		0			0

10. Fair value of plan assets at end of year	$	16,654,000		$	13,968,000
C. Reconciliation of Funded Status
1. Funded status (B.10 - A.12)	$	(10,444,000	)	$	(11,287,000	)
2. Contribution adjustment		0			0
3. Amount not Recognized in the Statement of Financial Position		0			0
4. Unrecognized net actuarial (gains)/losses		7,186,000			8,040,000
5. Unrecognized transition obligation		0			0
6. Unrecognized prior service cost		405,000			462,000

7. Net amount recognized	$	(2,854,000	)	$	(2,785,000	)
D. Amounts Recognized in the Financial Statement
1. Prepaid benefit cost	$	0		$	0
2. Accrued benefit liability		(4,466,000	)		(5,587,000	)


3. Intangible assets		405,000			461,000
4. Accumulated other comprehensive income (pre-tax)		1,207,000			2,341,000

5. Net amount recognized	$	(2,854,000	)	$	(2,785,000	)

The accumulated benefit obligation for the pension plan was $21,120,000 and $19,555,000 at September 30, 2004 and September 30, 2003, respectively.


E. Information for pension plan with an accumulated benefit obligation in excess of plan assets
1. Projected benefit obligation		27,099,000			25,255,000
2. Accumulated benefit obligation		21,120,000			19,555,000
3. Fair value of plan asset		16,654,000			13,968,000
F. Components of Net Periodic Benefit Cost
1. Service cost	$	945,000		$	770,000
2. Interest cost		1,466,000			1,388,000
3. Expected return on assets		(1,165,000	)		(930,000	)
4. Amortization of net transition amount		0			0
5. Amortization of prior service cost		58,000			58,000
6. Recognized net (gain) or loss		474,000			388,000
7. Business Combination/Divestitures		0			0
8. Curtailments/Settlements/Termination Benefits		0			0
9. Other Events		0			0

10. Net periodic benefit cost	$	1,778,000		$	1,673,000
G Additional Information
Increase in minimum liability included in other comprehensive income (pre-tax)		(1,133,000	)		511,000
H. Actuarial Assumptions
Weighted-average assumptions used to determine benefit obligations at September 30		9/30/2004			9/30/2003

Discount rate		6.00	%		6.00	%
Rate of Compensation Increase		4.50	%		4.50	%
Mortality	RP-2000			GAM-1983
Measurement Date		9/30/2004			9/30/2003
Weighted-average assumptions used to determine net periodic benefit cost for years ended September 30
Discount rate		6.00	%		6.75	%
Expected Return on Plan Assets		8.00	%		8.00	%
Rate of Compensation Increase		4.50	%		4.50	%
Mortality	GAM-1983			GAM-1983

The expected return on plan assets was determined based on historical and expected future returns of the various asset classes, using the target allocations described below. Specifically, the expected return on equities is 9.5%, the expected return on debt instruments is 6.0%, and the expected return on short term investments is 5.0%.

I. Plan Assets


	Target			Actual			Actual
Asset Category	2005			9/30/2004			9/30/2003
Equity securities		64	%		64	%		58	%
Debt securities		14	%		14	%		13	%
Real estate		0	%		0	%		0	%
Other		22	%		22	%		29	%

Total		100	%		100	%		100	%

The general principles guiding investment of U.S. pension assets are those embodied in the Employee Retirement Income Security Act of 1974 (ERISA). These principles include discharging the company’s investment responsibilities for the exclusive benefit of plan participants and in accordance with the “prudent expert” standard and other ERISA rules and regulations. The company establishes strategic asset allocation percentage targets and appropriate benchmarks for significant asset classes with the aim of achieving a prudent balance between return and risk. Plan assets are managed by professional investment firms unrelated to the company.

J. Contributions

American Pacific Corporation expects to contribute $1,613,000 to the pension plan in 2005.

K. Estimated Future Benefit Payments

The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid:


2005			985,000
2006			1,003,000
2007			1,029,000
2008			1,065,000
2009			1,125,000
Years 2010 - 2014			5,999,000

Participants in the SERP include our current and former Chief Executive Officer. The tables below provide relevant financial information about the SERP as of and for the fiscal years ended September 30:

Supplemental Executive Retirement Plan


	9/30/2004			9/30/2003
A. Change in Benefit Obligation
1. Benefit obligation at beginning of year	$	2,987,000		$	2,631,000
2. Service cost		18,000			18,000
3. Interest cost		183,000			183,000
4. Plan participants’ contributions		0			0
5. Actuarial (gains)/losses		75,000			282,000
6. Foreign currency exchange rate changes		0			0
7. Benefits paid		(723,000	)		(126,000	)
8. Plan Amendments		0			0
9. Business Combination/Divestitures		0			0
10. Curtailments/Settlements/Termination Benefits		0			0
11. Other Events		0			0

12. Benefit obligation at end of year	$	2,540,000		$	2,987,000
B. Change in Plan Assets
1. Fair value of plan assets at beginning of year	$	0		$	0
2. Actual return on plan assets		0			0
3. Foreign currency exchange rate changes		0			0
4. Employer contribution		722,919			126,000
5. Plan participants’ contributions		0			0
6. Benefits paid		(722,919	)		(126,000	)
7. Business Combination/Divestitures		0			0
8. Curtailments/Settlements/Termination Benefits		0			0
9. Other Events		0			0

10. Fair value of plan assets at end of year	$	0		$	0
C. Reconciliation of Funded Status
1. Funded status (B.10 - A.12)	$	(2,540,000	)	$	(2,987,000	)
2. Contribution adjustment		0			0
3. Amount not Recognized in the Statement of Financial Position		0			0
4. Unrecognized net actuarial (gains)/losses		631,000			585,000
5. Unrecognized transition obligation		0			0
6. Unrecognized prior service cost		142,000			185,000

7. Net amount recognized	$	(1,767,000	)	$	(2,217,000	)
D. Amounts Recognized in the Financial Statement
1. Prepaid benefit cost	$	0		$	0
2. Accrued benefit liability		(2,540,000	)		(2,293,000	)
3. Intangible assets		142,000			76,000
4. Accumulated other comprehensive income (pre-tax)		631,000			0

5. Net amount recognized	$	(1,767,000	)	$	(2,217,000	)

The accumulated benefit obligation for the pension plan was $2,540,287 and $2,293,187 at September 30, 2004 and September 30, 2003, respectively.


E. Information for pension plan with an accumulated benefit obligation in excess of plan assets
1. Projected benefit obligation		2,540,000			2,987,000
2. Accumulated benefit obligation		2,540,000			2,293,000
3. Fair value of plan asset		0			0
F. Components of Net Periodic Benefit Cost
1. Service cost	$	18,000		$	18,000
2. Interest cost		183,000			183,000
3. Expected return on assets		0			0
4. Amortization of net transition amount		0			0
5. Amortization of prior service cost		42,000			43,000
6. Recognized net (gain) or loss		29,000			12,000
7. Business Combination/Divestitures		0			0
8. Curtailments/Settlements/Termination Benefits		0			0
9. Other Events		0			0

10. Net periodic benefit cost	$	272,000		$	256,000

G Additional Information
Increase in minimum liability included in other comprehensive income (pre-tax)		632,000			0

H. Actuarial Assumptions
Weighted-average assumptions used to determine benefit obligations at September 30		9/30/2004			9/30/2003

Discount rate		6.00	%		6.00	%
Rate of Compensation Increase		4.50	%		4.50	%
Mortality	RP-2000			GAM-1983
Weighted-average assumptions used to determine net periodic benefit cost for years ended September 30
Discount rate		6.00	%		6.75	%
Rate of Compensation Increase		4.50	%		4.50	%
Mortality	GAM-1983			GAM-1983

I. Contributions
American Pacific Corporation expects to contribute $126,000 to the pension plan in 2005.

J. Estimated Future Benefit Payments
The following benefit payments, which reflect expected future service, as appropriate,
are expected to be paid:


		2005			126,000
		2006			126,000
		2007			215,000
		2008			303,000
		2009			303,000
		Years 2010 - 2014			1,517,000


	Very truly yours,
	/s/ Seth L. Van Voorhees

	Seth L. Van Voorhees, Vice President, Treasurer, Chief Financial Officer and Secretary