UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The

~~The~~ Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~October~~December 2120, 2011

APTALIS PHARMA INC.

(Exact name of registrant as specified in its charter)

Delaware	333-153896	74-3249870
(State or other jurisdiction	(Commission	(I.R.S. Employer
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S.Employer Identification No.)
of incorporation)	File Number)	Identification No.)

22 Inverness Center Parkway

Suite 310

Birmingham, AL 35242

(Address of principal executive offices) ~~(Zip Code)~~

(Zip Code)

Registrant’s telephone number, including area code: (205) 991-8085

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 4.01

Changes in Registrant’s Certifying Accountant.

~~(a) On~~The ~~October 21,~~information ~~2011,~~set ~~pursuant~~forth toand/or aincorporated ~~recommendation~~by ~~from~~reference ~~its~~in ~~Audit~~the ~~Committee,~~Current ~~the~~Report ~~Board~~on ofForm ~~Directors~~8-K offiled by Aptalis Pharma Inc. (the “Registrant”) ~~dismissed~~on ~~Raymond Chabot Grant Thornton LLP as the independent registered public accounting firm for the Registrant for the fiscal year ended September~~October 3027, ~~2012.~~2011 ~~The~~is ~~Registrant~~incorporated ~~will retain Raymond Chabot Grant Thornton LLP as its independent registered public accounting firm for the~~by ~~fiscal year ended September 30, 2011~~reference.

~~The~~(a) ~~reports~~As of ~~Raymond Chabot Grant Thornton LLP on the financial statements of the Registrant for the fiscal years ended September~~December 3020, 2009 and September 30, 2010 contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle. Furthermore, during the Registrant’s two most recent fiscal years and through October 27, 2011, there have been no disagreements with Raymond Chabot Grant Thornton LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the ~~satisfaction~~Registrant ofhas ~~Raymond~~dismissed ~~Chabot Grant Thornton LLP would have caused~~ Raymond Chabot Grant Thornton LLP toas ~~make reference to~~ the ~~subject matter of the disagreements in its reports on the financial statements of the~~ Registrant ~~for the fiscal years ended September 30, 2009 or September 30, 2010. During the Registrant~~’s ~~two most recent fiscal years and in the subsequent period through October 27, 2011, there~~ ~~have~~independent ~~been~~registered nopublic ~~“reportable~~accounting ~~events,” as defined in Item 304(a)(1)(v) of Regulation S-K~~firm.

The ~~Registrant~~reports ~~has~~of ~~provided~~Raymond aChabot ~~copy~~Grant ofThornton LLP on the financial statements ~~foregoing~~of ~~disclosure~~the toRegistrant ~~Raymond~~for ~~Chabot~~the ~~Grant~~fiscal ~~Thornton~~years ~~LLP~~ended September 30, 2010 and ~~requested~~September 30, ~~that~~2011 itcontained ~~promptly~~no ~~furnish~~adverse ~~the~~opinion ~~Registrant~~or ~~with~~disclaimer aof ~~letter~~opinion ~~addressed~~and were not qualified or modified as to ~~the~~uncertainty, Uaudit scope or accounting principle.S. Furthermore, ~~Securities~~between ~~and~~October 28, ~~Exchange~~2011 ~~Commission~~through ~~(the~~December 20, ~~“SEC”)~~2011, ~~stating~~there ~~whether~~have itbeen ~~agrees~~no disagreements with ~~the~~Raymond ~~foregoing~~ Chabot Grant Thornton LLP on any matter of accounting principles or practices, financial statement disclosure, ~~and~~or auditing scope or procedure, which disagreements if not, ~~stating~~resolved to the ~~aspects~~satisfaction inof ~~which~~Raymond itChabot ~~does~~Grant ~~not~~Thornton ~~agree.~~LLP Awould ~~copy~~have caused Raymond Chabot Grant Thornton LLP to make reference to the subject matter of ~~such~~the ~~letter~~disagreements in its report on the financial statements of the Registrant for the fiscal year ended September 30, ~~dated~~2011. From October 2728, 2011 through December 20, is2011, ~~filed~~there ashave ~~Exhibit~~been ~~16.1~~no to“reportable ~~this~~events,” ~~Form~~as 8defined in Item 304(a)(1)(v) of Regulation S-K.

~~(b)~~The ~~Based~~Registrant onhas ~~the~~provided ~~recommendation~~a copy of the ~~Audit~~foregoing ~~Committee~~disclosure ofto ~~the~~Raymond ~~Board~~Chabot ofGrant ~~Directors,~~Thornton ~~the~~LLP ~~Registrant~~and requested ~~intends~~that toit ~~engage~~promptly ~~PricewaterhouseCoopers~~furnish ~~LLP as~~ the Registrant’s ~~new~~with ~~independent~~a ~~registered~~letter ~~public accounting~~addressed ~~firm~~to ~~for~~the ~~its~~U.S. ~~fiscal~~Securities ~~year~~and ~~ending~~Exchange ~~September 30,~~Commission ~~2012,~~(the ~~effective~~“SEC”) ~~upon~~stating ~~the~~whether ~~filing~~it ofagrees with the ~~Registrant’s~~foregoing ~~Form~~disclosure ~~10-K~~and, ~~containing~~if not, stating the ~~audited~~aspects ~~financial~~in ~~statements~~which ~~for~~it ~~the~~does not ~~fiscal~~agree. ~~year~~A ~~ended~~copy ~~September~~of such letter, dated December 3021, 2011, is filed as Exhibit 16.1 to this Form 8-K.

~~During~~(b) ~~the~~As ~~Registrant’s~~of ~~two most recent fiscal years and through October~~December 2720, 2011, the Registrant has ~~not~~engaged ~~consulted with~~ PricewaterhouseCoopers LLP ~~regarding either~~ (i“PWC”) ~~the~~ ~~application~~as ~~of accounting principles to a specified transaction, either completed or proposed; or~~ the ~~type of audit opinion that might be rendered on the~~ Registrant’s ~~financial~~new ~~statements,~~independent ~~and~~registered ~~neither~~public a written report was provided to the Registrant or oral advice was provided that PricewaterhouseCoopers LLP concluded was an important factor considered by the Registrant in reaching a decision as to the accounting, ~~auditing~~firm orfor ~~financial reporting issue; or (ii) any matter that was either~~ the ~~subject~~fiscal ofyear aending ~~disagreement (as that term is defined in Item~~September ~~304(a)(1)(iv)~~30, ~~of Regulation S-K and the related instructions to Item 304 of Regulation S-K) or a reportable event (as that term is defined in Item 304(a)(1)(v) of Regulation S-K)~~2012.

The Registrant’s intent to engage PWC as its new independent registered public accounting firm was previously reported in a Current Report on Form 8-K filed by the Registrant on October 27, 2011. Since that filing, the Registrant has not consulted with PWC regarding (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Registrant’s financial statements; or (ii) any matter that was either the subject of a disagreement (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) or a reportable event (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).

Item 9.01

Financial Statements and Exhibits.

(d) The exhibits incorporated herein by reference or filed as part of this report are set forth in the attached Exhibit Index.

Exhibit No.		Description
ExhibitNo.		Description
16.1		Letter dated ~~October~~December 2721, 2011 from Raymond Chabot Grant Thornton LLP to the U.S. Securities and Exchange Commission

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	APTALIS PHARMA INC. (Registrant)
	APTALIS PHARMA INC.
Date: October 27, 2011	By:	/s/ Steve Gannon
	(Registrant)
		Name: Steve Gannon
Date: December 21, 2011	By:	/s/ Steve Gannon
		Title: Senior Vice President, Finance, Chief Financial Officer and Treasurer
	Name:	Steve Gannon
	Title:	Senior Vice President, Finance, Chief Financial Officer and Treasurer

EXHIBIT INDEX

Exhibit 16.1 Letter dated ~~October~~December 2721, 2011 from Raymond Chabot Grant Thornton LLP to the U.S. Securities and Exchange Commission

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