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###### Securities and Exchange Commission

                    NeoPharm, Inc. (“Company”) has filed an application with the Securities and Exchange Commission (“Commission”), pursuant to Section 12(d) of the Securities Exchange Act of 1934 (“Act”) [1]                                          and Rule 12d2-2(d) thereunder,[2]                                          to withdraw the security described above (“Security”) from listing and registration on the American Stock Exchange LLC (“Amex”) and under Section 12(b) of the Act.[3] 

                    The Company, whose business is biotechnology, has determined to transfer trading in its Security from the Amex to the National Market of the Nasdaq Stock Market, Inc. (“Nasdaq”), which it considers to be the preeminent marketplace for the securities of biotechnology companies. The Company has registered its Security pursuant to Section 12(g) of the Act [4]                                          by filing a Registration Statement on Form 8-A with the Commission on April 12, 2000. The Security subsequently became designated for quotation and began trading on the Nasdaq National Market, and was simultaneously suspended from trading on the Amex, on April 14, 2000.                

The Company has stated that it has complied with the Rules of the Amex governing the withdrawal of its Security from listing and registration on the Exchange and that the Amex, in turn, has indicated that it will not oppose such withdrawal.

                    The Company's application relates solely to the withdrawal of the Security from listing and registration on the Amex and shall have no effect upon the Security's designation for quotation and trading on the Nasdaq National Market and registration under Section 12(g) of the Act.[5] 

Any interested person may, on or before May 10, 2000, submit by letter to the Secretary of the Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609, facts bearing upon whether the application has been made in accordance with the rules of the Amex and what terms, if any, should be imposed by the Commission for the protection of investors. The Commission, based on the information submitted to it, will issue an order granting the application after the date mentioned above, unless the Commission determines to order a hearing on the matter.

                        For the Commission, by the Division of Market Regulation, pursuant to delegated authority.[6] 

Jonathan G. Katz,

Secretary.

# Footnotes

1.                             15 U.S.C. 78*l*                        (d).                    
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2.                             17 CFR 240.12d2-2(d).                    
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3.                             15 U.S.C. 78*l*                        (b).                    
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4.                             15 U.S.C. 78*l*                        (g).                    
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5.                                                     *Id*.                    
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6.                                 17 CFR 200.30-3(a)(1).                        
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[FR Doc. 00-10256  Filed 4-24-00; 8:45 am]

BILLING CODE 8010-01-M