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[LETTERHEAD]
August 1, 1996
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Attn: Kim Do, Esq. and Sarah Cunningham, Esq.
Re: AVIRON
REGISTRATION STATEMENT
ON FORM 8-A (FILE NO. 0-20815)
Ladies and Gentlemen:
On behalf of Aviron (the "Registrant"), we hereby request that the
Registrant's Registration Statement on Form 8-A, File No. 0-20815
(the "Form 8-A"), filed with the Commission on June 5, 1996, as amended July
16, 1996, be withdrawn. Due to market conditions, the Registrant has
previously withdrawn its request that its Registration Statement on Form S-1,
File No. 333-05209 (the "Form S-1"), be declared effective. We are requesting
withdrawal of the Form 8-A so that the Form 8-A does not become effective
prior to the effectiveness of the Form S-1. The Registrant intends to refile
the Form 8-A at such time as the Registrant may determine to go forward with
the Form S-1.
If you have any comments or questions concerning this request, please call me
at (415) 843-5013 or, in my absence, Robert J. Brigham at (415) 843-5053.
Very truly yours,
COOLEY GODWARD CASTRO
HUDDLESON & TATUM
/s/ Linda M. DeMelis
Linda M. DeMelis
cc: J. Leighton Read, M.D.
Alan C. Mendelson, Esq.
Robert J. Brigham, Esq.
Elizabeth Kurr, Esq.
