NEOGENESIS PHARMACEUTICALS, INC.
840 Memorial Drive
Cambridge, MA 02139
February 8, 2002
VIA EDGAR AND BY TELECOPIER
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 10549
Re: NeoGenesis Pharmaceuticals, Inc. Form S-1 (File No. 333-73508)
Ladies and Gentlemen:
NeoGenesis Pharmaceuticals, Inc., a Delaware corporation (the
"COMPANY"), pursuant to Rule 477(a) promulgated under the Securities Act of
1933, as amended, hereby requests that the Securities and Exchange Commission
consent to the withdrawal of the Company's Registration Statement on Form S-1
(File No. 333-73508), together with all amendments and exhibits thereto. The
Company requests withdrawal of the Registration Statement because, due to market
conditions, it does not intend at this time to continue to conduct the offering
of shares of Common Stock contemplated in the Registration Statement. No shares
of Common Stock of the Company have been or will be issued or sold under the
Registration Statement.
The Company further requests that, pursuant to Rule 477(c), an order
with the date of granting of the request for withdrawal be included in the file
for the Registration Statement on Form S-1 in the following manner: "Withdrawal
upon request of the Registrant, the Commission consenting thereto."
Securities and Exchange Commission
February 8, 2002
Page 2
If you have any questions or comments or require further information or
documentation, please do not hesitate to call the John J. Concannon III of
Bingham Dana LLP at 617-951-8874 or Barry N. Hurwitz of Bingham Dana LLP at
617-951-8267.
Sincerely,
/s/ David M. Hunter
----------------------------
David M. Hunter
Chief Financial Officer