CoCensys, Inc
213 Technology Drive
Irvine, CA 92618
October 1, 1999
Via EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: CoCensys, Inc. - Application to Withdraw Registration Statement on
Form S-3, as Amended (File No. 333-75695)
Ladies and Gentlemen:
On behalf of CoCensys, Inc. (the "Company"), pursuant to Rule 477 under
the Securities Act of 1933, we hereby apply to withdraw the Company's
Registration Statement on Form S-3 (File No. 333-75695) filed with the
Securities and Exchange Commission on July 12, 1999, as amended (the
"Registration Statement"). The reason for withdrawing the Registration Statement
is that the selling stockholders thereunder no longer beneficially own the
securities covered by the Registration Statement. The Company has not offered or
sold any securities covered by the Registration Statement.
If you have any questions regarding this matter, please call Frank S.
Vellucci or Anthony M. Roncalli of Chadbourne & Parke LLP, the Company's
counsel, at (212) 408-5100.
Very truly yours,
COCENSYS, INC
By: /s/ Stuart D. Baker
-------------------------------------
Stuart D. Baker
Vice President
