1 NETGENICS, INC. 1717 East Ninth Street, Suite 1600 Cleveland, Ohio 44114 September 19, 2001 BY OVERNIGHT DELIVERY AND BY EDGAR ---------------------------------- Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Attention: H. Christopher Owens, Esq. David C. Lee, Esq. Division of Corporate Finance Re: NetGenics, Inc. Registration Statement on Form S-1, No. 333-32298 --------------------------------------------------- Gentlemen: In accordance with Rule 477 promulgated under the Securities Act of 1933, NetGenics, Inc. (the "Company") hereby requests that the Company's Registration Statement on Form S-1, as amended (the "Registration Statement"), and all exhibits thereto, be withdrawn effective immediately. The Company is withdrawing the Registration Statement, which has not been declared effective, because the proposed public offering under the Registration Statement has been abandoned due to market conditions. No securities were sold or will be sold under the Registration Statement. The Company may undertake a subsequent private offering in reliance on Rule 155(c) of the Securities Act of 1933. The filing fee for the Registration Statement was paid by electronic wire transfer to the account of the Securities and Exchange Commission at the time of the initial filing, and the Company understands that such fee may be offset against the total filing fee due for a subsequent registration statement filed prior to March 13, 2005. Should you have any further questions regarding this request for withdrawal, please do not hesitate to contact the undersigned at 216.377.2817 or Christopher M. Kelly at 216.586.1238. Very truly yours, NETGENICS, INC. By: /s/ Manuel J. Glynias --------------------- Manuel J. Glynias President cc: Thomas S. Choe, The Nasdaq-Amex Market Group Robert F. Burnett, Securities and Exchange Commission