PHARMAVENE INC
RW, 1996-12-09
PHARMACEUTICAL PREPARATIONS
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                                                     December 6, 1996




VIA EDGAR

Securities & Exchange Commission
450 Fifth Street, NW
Washington, DC  20549

Attention: Sarah L. Cunningham
           Mail Stop 3-10
                              Re: Pharmavene, Inc.

Ladies & Gentlemen:

         On behalf of Pharmavene,  Inc. (the "Company"),  enclosed herewith is a
letter  executed  by  the  Company  requesting  withdrawl  of  its  Registration
Statement on Form S-1 filed with the Securities & Exchange Commission on October
27, 1995 (File No. 33-98706) under the Securities Act of 1933, as amended.

         If you have any  questions  with respect to the  enclosed,  please feel
free to contact the undersigned at (212) 503-2042.

         Kindly  acknowledge  receipt  of  this  letter  and its  enclosures  by
stamping the  enclosed  copy of this letter and  returning  same in the stamped,
self-addressed envelope provided for your convenience.

                                                     Very truly yours,

                                                     /s/ Tina Baker
                                                     -----------------------
                                                     Tina Baker

TB/npm
Enclosures
cc:   Sarah Cunningham
      James D. Russo


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<PAGE>



                             [PHARMAVENE LETTERHEAD]



                                                     November 25, 1996



Securities and Exchange Comission
450 Fifth Street, N.W.
Washington, D.C.  20549

Attention:  Sarah L. Cunningham

                              Re: PHARMAVENE, INC.
                                FILE NO. 33-98706

Ladies and Gentlemen:

         Pharmavene, Inc. hereby requests that its Registration Statement on
Form S-1 (File No. 33- 98706), originally filed with the Securities and Exchange
Commission pursuant to the Securities Act of 1933 on October 27, 1995, be
withdrawn due to unfavorable market conditions. Please be advised that none of
the securities for which registration was sought have been sold.

                                             Sincerely,


                                             /s/ James D. Russo

                                             James D. Russo
                                             Senior Vice President
                                               and Chief Financial Officer

JDI/npm
cc: Mr. Jerry Crotty
    The Nasdaq Stock Market

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