AW 1 mcetaw092105.htm PREPARED BY: MHUEBOTTER@HOTMAIL.COM

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

Janice D. DiPietro
Chief Financial Officer
and Treasurer

September 21, 2005

Mr. Adelaga Heyliger
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC  20549

 

                                                                                                                                                 

Reference:

MultiCell Technologies, Inc.
Post-Effective Amendment No. 1 to Registration Statement on Form SB-2
File No. 333-124873

Dear Mr. Heyliger:

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 Post-Effective Amendment No. 1 to its Registration Statement on Form SB-2 (File No.: 333-124873) (the "Registration Statement"), as filed with the SEC on September 2, 2005.

This request is being made due to the Company's erroneous belief that the Registration Statement had been declared effective. The Company recently realized that the Registration Statement has not been declared effective by the Commission and, as such, the information filed in the post-effective amendment, once withdrawn, will be filed immediately in the form of a pre-effective amendment.

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:  

/s/ Janice D. DiPietro

 

Janice D. DiPietro
Chief Financial Officer and Treasurer

   

cc:

Julie M. Robinson, Esq.