April 13, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Advanced Polymer Systems, Inc.
Registration Statement on Form S-3 (No. 333-69815)
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Ladies/Gentlemen:
Pursuant to Rule 477 of the Securities Act of 1933, Advanced
Polymer Systems, Inc. ("Registrant") hereby applies to have the
above-referenced Registration Statement (the "Registration
Statement") withdrawn. Pursuant to the Registration Statement,
the Registrant proposed to register an aggregate of 200,000
shares of common stock (the "Shares") for resale by Biosource
Technologies, Inc. ("Biosource") pursuant to a Settlement
Agreement and Release between the Registrant and Biosource dated
as of December 22, 1998 (the "Settlement Agreement and Release").
The Registrant intends to exercise its right under the Settlement
Agreement and Release to pay Biosource in cash, eliminating the
reason for filing the Registration Statement.
No securities have been sold under the Registration Statement and
all activity pursuant to the Registration Statement has been
discontinued.
Accordingly, we hereby request that an Order granting the
withdrawal of the Registration Statement be issued by the
Commission as soon as possible.
Please contact Richard Peers of Heller Ehrman White & McAuliffe
at (650) 324-7025 if you have any questions regarding the
withdrawal of the Registration Statement.
Very truly yours,
Advanced Polymer Systems, Inc.
/s/ Michael P.J. O'Connell
Executive Vice President and Chief Financial Officer
