SUGEN INC
15-12G, 1999-09-01
BIOLOGICAL PRODUCTS, (NO DIAGNOSTIC SUBSTANCES)
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                     FORM 15

   CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g)
  OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS
       UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

                                        Commission File Number   0-24814
                                                               -----------------

                                 SUGEN, Inc.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

  230 East Grand Avenue, South San Francisco, California 94080, (650) 553-8300
- --------------------------------------------------------------------------------
       (Address, including zip code, and telephone number, including area code,
               of registrant's principal executive offices)

      Common Stock, par value $.01 per share; Common Stock Purchase Rights
- --------------------------------------------------------------------------------
            (Title of each class of securities covered by this Form)

                                     None
- --------------------------------------------------------------------------------
       (Titles    of all other classes of securities for which a duty to file
                  reports under section 13(a) or 15(d) remains)

Please place an X in the box(es) to designate, the appropriate rule provision(s)
relied upon to terminate or suspend the duty to file reports:

Rule 12g-4(a)(1)(i)    [X]                  Rule 12h-3(b)(1)(i)     [X]
Rule 12g-4(a)(1)(ii)   [_]                  Rule 12h-3(b)(1)(ii)    [_]
Rule 12g-4(a)(2)(i)    [_]                  Rule 12h-3(b)(2)(i)     [_]
Rule 12g-4(a)(2)(ii)   [_]                  Rule 12h-3(b)(2)(ii)    [_]
                                            Rule 15d-6              [_]

Approximate  number of holders of record as of the certification or notice
date:   1
      -----


Pursuant to the requirements of the Securities Exchange Act of 1934 SUGEN, Inc.
has caused this certification/notice to be signed on its behalf by the
undersigned duly authorized person.

                                       SUGEN, Inc.


Date: September 1, 1999                By:  /s/ James L. Knighton
      -----------------                   -------------------------------------
                                          Name:  James L. Knighton
                                          Title: Senior Vice President and Chief
                                                 Financial Officer


Instruction:  This  form is  required  by Rules  12g-4,  12h-3  and 15d-6 of the
General Rules and  Regulations  under the  Securities  Exchange Act of 1934. The
registrant  shall file with the Commission three copies of Form 15, one of which
shall be manually signed.  It may be signed by an officer of the registrant,  by
counsel or by any other duly authorized person. The name and title of the person
signing the form shall be typed or printed under the signature.



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