<PAGE> 1
[WSGR Letterhead]
December 3, 1996
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Mail Stop 7-6
Washington, D.C. 20549
ATTN: Thomas Jones, Senior Attorney
RE: INTROGEN THERAPEUTICS, INC. (THE "COMPANY") REQUEST FOR
WITHDRAWAL OF THE COMPANY'S REGISTRATION STATEMENT ON FORM S-1
(FILE NO. 333-11297).
Dear Mr. Jones:
Attached is the Company's request for withdrawal of its Registration
Statement on Form S-1 (File No. 333-11297) pursuant to Rule 477 of the
Securities Act of 1933. Such withdrawal would deregister 3,105,000 shares
(includes the 405,000 share over-allotment option) of the Company's Common Stock
originally registered thereunder.
I would appreciate receiving notice of the Security and Exchange
Commission's grant of such withdrawal. Any questions or comments should be
directed to me or Marnia Nichols at (415) 493-9300.
Thanking you in advance.
Sincerely,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ William B. Owens, Jr.
William B. Owens, Jr.
cc: Abe Zachariah
George Hnatiw
Maria A. Konstantindis
<PAGE> 2
[Introgen Letterhead]
December 3, 1996
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Mail Stop 7-6
Washington, D.C. 20549
ATTN: Thomas Jones, Senior Attorney
RE: INTROGEN THERAPEUTICS, INC. (THE "COMPANY") REQUEST FOR
WITHDRAWAL OF THE COMPANY'S REGISTRATION STATEMENT ON FORM S-1
(FILE NO. 333-11297).
Dear Mr. Jones:
In light of current market conditions, the Company hereby requests
withdrawal of its Registration Statement on Form S-1 (File No. 333-11297)
pursuant to Rule 477 of the Securities Act of 1933. Such withdrawal would
deregister 3,105,000 shares (includes the 405,000 share over-allotment option)
of the Company's Common Stock originally registered thereunder. The Company does
not believe withdrawal to be inconsistent with the public interest and the
protection of investors.
Thank you for your assistance.
Sincerely,
INTROGEN THERAPEUTICS, INC.
BY: /s/ David G. Nance
---------------------------------
David G. Nance
President and Chief Executive Officer
cc: Abe Zachariah
George Hnatiw
Maria A. Konstantindis
