[PEREGRINE
PHARMACEUTICALS, INC. LETTERHEAD]
September
28, 2005
Sent
Via Fax to (202) 772-9217 and Federal Express
Division
of Corporate Finance
Securities
and Exchange Commission
450
Fifth
Street, N.W.
Washington
D.C. 20549
Mail
Stop
0309
Attn:
Mr.
Jeffrey P. Riedler - Assistant Director
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RE:
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Peregrine
Pharmaceuticals, Inc.
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Registration
Statement on Form S-3
(333-128322)
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Dear
Mr.
Riedler:
Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Act”), the
undersigned hereby requests that the effective date of the above referenced
Registration Statement be accelerated so that the Registration Statement may
become effective at 9:00 a.m., eastern standard time, on Thursday, September
29,
2005, or as soon thereafter as practicable. By making this request for
acceleration, the undersigned hereby acknowledges and accepts its
responsibilities under the Act.
In
this
regard, the undersigned acknowledges that:
1. Should
the Commission or the staff, acting pursuant to delegated authority, declare
the
filing effective, it does not foreclose the Commission from taking any action
with respect to the filing;
2. The
action of the Commissioner or the staff, acting pursuant to delegated authority,
in declaring the filing effective, does not relieve the Registrant from its
responsibility for the adequacy and accuracy of the disclosure in the filing;
and
3. The
Registrant may not assert this action as defense in any proceeding initiated
by
the Commission or any person under the federal securities laws of the United
States
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Very
truly yours,
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PEREGRINE
PHARMACEUTICALS, INC.
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/s/
STEVEN W. KING
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Steven
W. King
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President
and Chief Executive Officer
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