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J.P. Morgan Securities Inc.
Pacific Growth Equities, LLC
Deutsche Bank Securities Inc.
Bear, Stearns & Co. Inc.
c/o J.P. Morgan Securities Inc
277 Park Avenue
New York, New York 10162
December 6, 2004
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street N.W.
Washington, D.C. 20549
Re: NITROMED, INC. (THE "COMPANY")
REGISTRATION STATEMENT ON FORM S-1 (FILE NO. 333-120280)
Dear Sir or Madam:
Pursuant to Rule 460 of the General Rules and Regulations under the
Securities Act of 1933, we, as representatives of the several Underwriters, wish
to advise you that the Preliminary Prospectus, issued November 26, 2004, was
distributed during the period from November 29, 2004 to December 6, 2004, as
follows:
NUMBER OF NUMBER OF
UNDERWRITERS PROSPECTUSES DISTRIBUTED
------------ ------------------------
4 6,237
NUMBER OF
NUMBER OF DEALERS PROSPECTUSES DISTRIBUTED
----------------- ------------------------
0 0
NUMBER OF BRANCH
OFFICES OF J.P. MORGAN NUMBER OF
SECURITIES INC. PROSPECTUSES DISTRIBUTED
---------------------- ------------------------
26 1,790
NUMBER OF NUMBER OF
INDIVIDUAL INVESTORS PROSPECTUSES DISTRIBUTED
-------------------- ------------------------
28 28
Total: 58 Total: 8,055 (est.)
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The undersigned, as the representatives of the several Underwriters, have
and will, and each Underwriter and dealer has advised the undersigned that it
has and will, comply with SEC release No. 33-4968 and Rule 15c2-8 under the
Securities Exchange Act of 1934.
In accordance with Rule 461 of the General Rules and Regulations under
the Securities Act of 1933, we hereby join in the request of the Company for
acceleration of the effective date of the above-referenced Registration
Statement, so that such Registration Statement is declared effective by
3:00 p.m. Eastern Standard Time on December 7, 2004, or as soon as practicable
thereafter.
Very truly yours,
J.P. MORGAN SECURITIES INC.
PACIFIC GROWTH EQUITIES, LLC
DEUTSCHE BANK SECURITIES INC. and
BEAR, STEARNS & CO. INC.
Acting as Representatives of the Underwriters
BY: J.P. MORGAN SECURITIES INC.
By: /s/ Richard A. Sesny
------------------------------------------
Name: Richard A. Sesny
Title: Vice President