<PAGE> 1
[WILSON SONSINI GOODRICH & ROSATI LETTERHEAD]
December 5, 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 certification that none of the 3,105,000 shares
originally registered pursuant to its Registration Statement on Form S-1 were
sold.
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 5, 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:
On December 3, 1996, the Company submitted a 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. The Company hereby certifies that none of the
originally registered shares were sold.
Should you have any questions or comments, please contact Will Owens or
Marnia Nichols at (415) 493-9300. Thanking you in advance.
Sincerely,
INTROGEN THERAPEUTICS, INC.
BY:/s/ David G. Nance
David G. Nance
President and Chief Executive Officer
