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[letterhead of Intracel Corporation]
March 3, 1999
VIA EDGAR AND FACSIMILE
Mr. Jeffrey P. Riedler
Division of Corporate Finance
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Intracel Corporation
Request to Withdraw Registration Statement on Form S-1, as amended.
File No. 333-58819
Ladies and Gentlemen:
Intracel Corporation, a Delaware corporation (the "Company"), hereby
requests pursuant to Rule 477 under the Securities Act of 1933, as amended, to
withdraw from registration the Registration Statement on Form S-1, as amended
(File No. 333-58819) (the "Registration Statement"), originally filed by the
Company with the Securities and Exchange Commission (the "Commission") on July
9, 1998, and thereafter amended. This application has been filed because there
was less investor interest than required to complete the offering successfully.
In addition, while the Company and its underwriters circulated preliminary
prospectuses in connection with the proposed offering of the common stock, the
Registration Statement was not declared effective by the Commission and no
shares of common stock were sold pursuant to the Registration Statement.
The Company requests that the Commission consent to this application on
the grounds that the withdrawal of the Registration Statement is consistent with
the public interest and the protection of investors, as contemplated by
paragraph (a) of Rule 477.
Please provide the Company with a copy of the order granting withdrawal
of the Registration Statement as soon as it is available.
If you have any questions regarding this request for withdrawal, please
contact Allen L. Weingarten or Gregory R. Carney of Morrison & Foerster LLP,
counsel for the Company, at (212) 468-8063 and (212) 468-8151, respectively.
Sincerely,
INTRACEL CORPORATION
By: /s/ Simon R. McKenzie
-------------------------------
Simon R. McKenzie
President and Chief Executive Officer
cc: John L. Krug, Esq.
Allen L. Weingarten, Esq.
Gregory R. Carney, Esq.
