CORRESP 1 filename1.txt 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.) 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