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                           November 22, 2021

       Brian F. Sullivan
       Chief Executive Officer
       Celcuity Inc.
       16305 36th Avenue N., Suite 100
       Minneapolis, MN 55446

                                                        Re: Celcuity Inc.
                                                            Registration
Statement on Form S-3
                                                            Filed November 17,
2021
                                                            File No. 333-261155

       Dear Mr. Sullivan:

              This is to advise you that we have not reviewed and will not
review your registration
       statement.

               Please refer to Rules 460 and 461 regarding requests for
acceleration. We remind you
       that the company and its management are responsible for the accuracy and
adequacy of their
       disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

                                                        Please contact Gary
Guttenberg at (202) 551-6477 with any questions.




                           Sincerely,


                           Division of Corporation Finance

                           Office of Life Sciences
       cc:                                              Eric O. Madson