-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, U/BHMLnrwiBRsfleUYwMrVWHW0/3L3oGeigm2lIhkds2VzVskn76aNOslRz3AXUs 1DjWpkHF8u6giqt7yduyxg== 0001047469-08-003845.txt : 20080519 0001047469-08-003845.hdr.sgml : 20080519 20080331163622 ACCESSION NUMBER: 0001047469-08-003845 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080331 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMAG PHARMACEUTICALS INC. CENTRAL INDEX KEY: 0000792977 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 042742593 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 125 CAMBRIDGEPARK DRIVE, 6TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02140 BUSINESS PHONE: 6174972070 MAIL ADDRESS: STREET 1: 125 CAMBRIDGEPARK DRIVE, 6TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02140 FORMER COMPANY: FORMER CONFORMED NAME: ADVANCED MAGNETICS INC DATE OF NAME CHANGE: 19920703 CORRESP 1 filename1.htm

AMAG PHARMACEUTICALS, INC.
125 CambridgePark Drive
Cambridge, MA 02140

Via Edgar

United States Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Washington, D.C. 20549
Mail Stop 0610

Attn.: Mr. Jeffrey Riedler, Assistant Director, Division of Corporate Finance
Mr. John L. Krug, Senior Counsel, Division of Corporate Finance
Re:
AMAG Pharmaceuticals, Inc.
Preliminary Proxy Statement filed March 25, 2008
 File No. 0-14732

Dear Messrs. Riedler and Krug:

        AMAG Pharmaceuticals, Inc. ("AMAG" or the "Company") is providing the following response to your letter dated March 31, 2008 regarding the Securities and Exchange Commission's (the "Commission") review of AMAG's Preliminary Proxy Statement filed March 25, 2008.

SEC Comment:

Proposal 2: Amendment of our certificate of incorporation

    1.
    Please expand the discussion to state whether you have any plan, commitment, arrangement, understanding or agreement, either oral or written, regarding the issuance of common stock subsequent to the increase in the number of available authorized shares.

Company's Response:

The Company has expanded the discussion by inserting a new paragraph as the fourth stand alone paragraph under the heading "Proposal No. 2: Amendment of our certificate of incorporation" that reads as follows:

"We do not have any plan, commitment, arrangement, understanding or agreement, either oral or written, regarding the issuance of the additional shares of common stock subsequent to the date of the proposed increase in the number of authorized shares of our common stock."

*****

The Company acknowledges that:

    •
    the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

    •
    staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

    •
    the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any questions, please contact me at (617) 498-3320.

Respectfully,

/s/ Joseph L. Farmer
Joseph L. Farmer
 Vice President of Legal Affairs, General Counsel and Secretary		  


-----END PRIVACY-ENHANCED MESSAGE-----