Celerity Systems, Inc.
                            122 Perimeter Park Drive
                           Knoxville, Tennessee 37922

                                January 18, 2002



VIA EDGAR
- ---------

Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549

      RE:  WITHDRAWAL OF REGISTRATION  STATEMENT ON FORM SB-2 (THE "REGISTRATION
           STATEMENT")  FILED WITH THE  SECURITIES  AND EXCHANGE  COMMISSION  ON
           OCTOBER 18, 2001 (REGISTRATION NO. 333-71788)

Ladies and Gentlemen:

Pursuant to Rule 477  promulgated  under the  Securities  Act of 1933,  Celerity
Systems, Inc. hereby requests the Securities and Exchange Commission to withdraw
the  Registration  Statement.  The  Company  has  terminated  its Equity Line of
Credit. The Registration Statement related primarily to the resale of the shares
of common  stock to be issued  under the Equity  Line of Credit.  No shares have
been sold under the Registration Statement

                                                Sincerely,

                                                /s/ Kenneth D. Van Meter

                                                Kenneth D. Van Meter
                                                President