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March 4, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Cytogen Corporation
Request for Withdrawal of Registration
Statement on Form S-3, File No. 33-58277
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Ladies and Gentlemen:
Cytogen Corporation, a Delaware corporation (the "Company"), pursuant to
Rule 477 promulgated under the Securities Act of 1933, as amended, hereby
requests the withdrawal of the Company's Registration Statement on Form S-3,
File No. 33-58277 filed on March 28, 1995. The Company is requesting said
withdrawal because the purchase agreement with Nomura Securities International,
Inc., which is described in the Registration Statement in the Section entitled
"Underwriting", was terminated by mutual agreement of the registrant and Nomura
on February 23, 1996.
If any member of the staff of the Commission should have any questions
concerning this request or think it helpful to confer about any aspect thereof,
please telephone the Company's counsel, James J. Marino at (609) 520-3230 or
Ella DeTrizio at (609) 520-3211.
Sincerely,
/s/ T. Jerome Madison
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T. Jerome Madison
Agent for Service of Process
cc: Letty Lynn, Branch Chief
Marija Willen
Ella DeTrizio, Esq.
James J. Marino, Esq.
