INNOVIR LABORATORIES INC
RW, 1996-07-16
IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES
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                   [LETTERHEAD OF FULBRIGHT & JAWORSKI L.L.P.]

                                                                  July 16, 1996

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

                  Re:  Innovir Laboratories, Inc.
                       Registration Statement on Form S-4
                       (Registration No. 33-95340)
                        --------------------------------


Dear Sir or Madam:

     On behalf of Innovir Laboratories, Inc. (the "Company") and pursuant to
Rule 477 promulgated under the Securities Act of l933, as amended, we request
that the above-referenced registration statement be withdrawn because the
Company has determined not to proceed with the offering described therein at
this time.

     If you have any questions regarding the matters described herein, please
telephone the undersigned at (212) 318-3103.

                                                 Sincerely,

                                                 /s/  CHARLES S. LEE
                                                 -------------------
                                                      Charles S. Lee


cc:   Ms. Jennifer Hours (Securities and Exchange Commission)
      Ms. Marilyn Bacot (The Nasdaq Stock Market, Inc.)
      Mr. Gary Pokrassa (Innovir Laboratories, Inc.)




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