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June 5, 1996
VIA EDGAR
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(216) 586-7017
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Letty G. Lynn
Branch Chief (Branch 4)
Division of Corporation Finance
Re: Withdrawal of Registration Statement on Form
S-1 of Gliatech Inc. (File No. 333-4606)
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Dear Ms. Lynn:
On behalf of Gliatech Inc., a Delaware corporation (the
"Company"), and in accordance with Rule 477 under the Securities Act of 1933
(the "Act"), we hereby apply for withdrawal of the Company's Registration
Statement on Form S-1 (File No. 333-4606) filed with the Securities and Exchange
Commission (the "Commission") on May 3, 1996, as amended on May 15, 1996 (the
"Registration Statement"). The Company respectfully requests that the Commission
grant the withdrawal of the Registration Statement because current market
conditions are not conducive to offering the shares covered by the Registration
Statement on terms acceptable to the Company. The Company understands that
pursuant to Rule 477 the registration fee paid under the Registration Statement
is not refundable.
In the event that the Commission consents to such withdrawal,
please forward a copy of the order granting such withdrawal to the undersigned.
Please do not hesitate to contact Thomas C. Daniels at (216) 586-7017 with any
questions regarding this application for withdrawal.
Very truly yours,
/s/ Thomas O. Oesterling
Thomas O. Oesterling
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Securities and Exchange Commission
June 5, 1996
Page 2
Enclosures
cc: Mr. Rodney E. Dausch
Thomas C. Daniels, Esq.
Arthur C. Hall III, Esq.
James R. Tanenbaum, Esq.
