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July 11, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
RE: Matritech, Inc. Registration Statement on Form S-3 (SEC File No. 333-5969)
relating to 2,300,000 shraes of Common Stock $.01 par value
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Ladies and Gentlemen:
On June 13, 1996, Matritech, Inc. (the "Company") filed a Registration
Statement on Form S-3 (the "Form S-3") with the Securities and Exchange
Commission. The Form S-3 related to the registration, under the Securities Act
of 1933, as amended (the "Act"), of 2,300,000 shares of Common Stock, $.01 par
value, of the Company.
Pursuant to Rule 477 under the Act, the Company hereby applies for the
withdrawal of the Form S-3. No securities have been issued or sold under the
Form S-3.
The Company has determined not to proceed with the offering. It requests
that the Securities and Exchange Commission consent to this application on the
grounds that withdrawal of the Registration Statement is consistent with the
public interest and the protection of investors, as contemplated by paragraph
(a) of said Rule 477.
Sincerely,
MATRITECH, INC.
BY: /s/ Stephen D. Chubb
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Name: Stephen D. Chubb
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Title: Chairman and Chief Executive Officer
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cc: Letty G. Lynn, Esq., Branch Chief, Securities and Exchange Commission
Jennifer Ours, Esq., Securities and Exchange Commission
