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

                                November 1, 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
            JUNE 28, 2002 (REGISTRATION NO. 333-91510)

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 Registration Statement related primarily to the
sales of shares to be purchased under an equity line of credit. Celerity Systems
has  terminated  the equity  line of credit.  No shares have been sold under the
Registration Statement.

                                   Sincerely,



                                   By: /s/ Robert Legnosky
                                       ------------------
                                   Name:   Robert Legnosky
                                   Title:  President