AW 1 mcetaw061005.htm PREPARED BY: MARTHA HUEBOTTER

701 George Washington Highway
Lincoln, RI  02865
Tel.: (401) 333-0610
Fax: (401) 333-0659
jnewmin@aol.com

W. Gerald Newmin
Co-Chairman & Chief Executive Officer

 

 

June 10, 2005

 

 

Mr. Alan Morris
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC  20549

 

                                                                                                                                                 

Reference:

MultiCell Technologies, Inc.
Registration Statement on Form SB-2
File No. 333-118170

   

Dear Mr. Morris:

   

Pursuant to the provision of Rule 477(a) of Regulation C of the Securities Act of 1933, as amended (the "Act"), MultiCell Technologies, Inc. (the "Company") hereby respectfully requests that the Securities and Exchange Commission (the "Commission") consent to the immediate withdrawal of its Registration Statement on Form SB-2 filed with the SEC on September 7, 2004, as amended, (File No.: 333-118170).

                                                                                                                                                

This request is being made due to the Company's filing and the subsequent effectiveness of a Registration Statement on Form SB-2 on May 12, 2005 (File No. 124873) which includes a combined prospectus under Rule 429 of the Act that includes the shares of common stock that remain unsold under Registration Statement number 333-118170.

 

We appreciate your assistance. If you have any questions or need any additional information, please feel free to contact me at (401) 333-0610.

 

Respectfully submitted,

 

MultiCell Technologies, Inc.

 

 

By:  

 

 

W. Gerald Newmin
Co-Chairman and Chief Executive Officer

   

cc:

Julie M. Robinson, Esq.