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SIDLEY & AUSTIN
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
DALLAS One First National Plaza WASHINGTON, D.C.
------ Chicago, Illinois 60603 ------
LOS ANGELES Telephone 312 853 7000 LONDON
------ Facsimile 312 853 7036 ------
NEW YORK SINGAPORE
Founded 1866 ------
TOKYO
September 15, 1999
VIA EDGAR AND FACSIMILE
- -----------------------
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Exogen, Inc.
Registration Statement on Form S-3
(File No. 333-80113)
---------------------------------
Ladies and Gentlemen:
We are writing on behalf of Exogen, Inc., a Delaware corporation (the
"Company") with respect to the above-referenced registration statement. The
registration statement was filed for the registration of 125,000 shares of
Common Stock, par value $.0001 per share, of the Company issuable upon the
exercise of certain outstanding warrants. The warrants were converted into the
right to receive cash in connection with the tender offer made by Smith & Nephew
Acquisition, Inc. for all outstanding shares of Common Stock of the Company. On
behalf of the Company we hereby request, pursuant to Rule 477 under the
Securities Act of 1933, as amended, to withdraw the above-referenced
registration statement.
If you have any questions regarding the foregoing request, please
contact the undersigned at 312/853-7034.
Sincerely,
Carol M. Lind
cc: Robert Osberger, Examiner
Patrick A. McBrayer, Exogen, Inc.
