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EPOCH BIOSCIENCES, INC.
January 18, 2001
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Epoch Biosciences, Inc. - Post Effective Amendment No. 1 on Form
S-3 to Registration Statement on Form SB-2, Registration No. 333- 88909
Ladies and Gentlemen:
Pursuant to Rule 477 of Regulation C promulgated under the Securities
Act of 1933, as amended, Epoch Biosciences, Inc. (the "Registrant") hereby
requests that its Post Effective Amendment No. 1 on Form S-3 to Registration
Statement on Form SB-2, Registration No. 333-88909, filed on December 28, 2000,
("Amendment No. 1"), be withdrawn as practicable.
The reason for this request is that the amendment erroneously called
for the registration of an additional 100,000 shares of Common Stock of the
Registrant (the "Additional Shares"), which were to have been covered by
Amendment No. 1. The Additional Shares were not issued or sold under Amendment
No. 1, and Post Effective Amendment No. 2 on Form S-3 to Registration Statement
on Form SB-2, Registration No. 333-88909, ("Amendment No. 2"), which should not
be withdrawn, was filed on January 10, 2001, to correct the defect and remove
the Additional Shares from the registration statement.
If you have any questions regarding this request, please call me at
(425) 482-5157, or our counsel, Lawrence B. Cohn of Stradling Yocca Carlson &
Rauth at (949) 725-4132.
Very truly yours,
EPOCH BIOSCIENCES, INC.
/s/ Sanford S. Zweifach
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Sanford S. Zweifach
Chief Financial Officer
