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CHEMGENICS PHARMACEUTICALS INC.
One Kendall Square - Building 300
Cambridge, Massachusetts 02139
March 31, 1997
VIA EDGAR
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Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Attention: Mr. Kathleen Haller, Esquire
Re: ChemGenics Pharmaceuticals Inc. --
Registration Statement on Form S-1 (Registration No. 333-18173)
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Dear Ms. Haller:
Pursuant to Rule 477(a) promulgated under the Securities Act of 1933, as
amended, ChemGenics Pharmaceuticals, Inc. (the "Registrant") hereby respectfully
requests that the Securities and Exchange Commission consent to the withdrawal
of its Registration Statement on Form S-1 (Registration No. 333-18173),
originally filed on December 18, 1996, together with all exhibits and
amendments thereto (the "Registration Statement"). The Registrant is requesting
such withdrawal because it recently consummated a merger transaction whereby
the Company became a wholly owned subsidiary of Millennium Pharmaceuticals,
Inc. and the Company no longer intends to offer and sell any securities to the
public. None of the shares of the Company's common stock, $.001 par value, for
which registration was sought have been offered or sold. The Registrant further
requests that, pursuant to Rule 477(c), an order with the date of the granting
of the withdrawal be included in the file for the above-captioned Registration
Statement in the following manner: "Withdrawn upon the request of the
Registrant, the Commission consenting thereto."
Please address any questions to Peter S. Lawrence, Esquire, at Mintz,
Levin, Cohn, Ferris, Glovsky and Popeo, P.C., One Financial Center, Boston,
Massachusetts 02111, telephone (617) 542-6000, facsimile (617) 542-2241.
Thank you.
CHEMGENICS PHARMACEUTICALS INC.
/s/ Barry A. Berkowitz
By: ______________________________________
Barry A. Berkowitz, Ph.D.
President and Chief Executive Officer
cc: Lewis J. Geffen, Esquire
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
David F. Redlick, Esquire
Hale and Dorr
Ms. Maria Konstantindis
The Nasdaq Stock Market, Inc.
