<PAGE> 1
August 19, 1996
VIA EDGARLINK TRANSMISSION
Securities and Exchange Commission
ATTN: Joseph K. Pascale, Esq.
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: PHARMACYCLICS, INC. - REGISTRATION STATEMENT ON FORM S-1 OF
2,300,000 SHARES OF COMMON STOCK
(REGISTRATION NO. 333-05985)
Ladies and Gentlemen:
On behalf of Pharmacyclics, Inc. (the "Company"), we hereby
request the above-referenced Registration Statement, originally filed with the
Commission on June 14, 1996 and amended on June 27, 1996 and July 10, 1996, be
withdrawn. The Company is requesting a withdrawal of the Registration Statement
due to financial market conditions. Furthermore, the Company has not sold nor
made any offers to sell any of the shares covered by such Registration
Statement.
Please provide the Company with a copy of the order granting
withdrawal of the Registration Statement as soon as it is available.
If you have any questions regarding this application, please
do not hesitate to contact the Company's legal counsel, J. Stephan Dolezalek of
Brobeck, Phleger & Harrison LLP at (415) 496-2842 or, in his absence, J. Matthew
Lyons at (415) 812-2414.
Very truly yours,
PHARMACYCLICS, INC.
/s/ Richard A. Miller
Richard A. Miller, M.D.
cc: Distribution List
