IntelliPharmaCeutics Ltd.
                                30 Worcester Road
                             Toronto, Canada M9W 5X2
                                    Via Edgar
                                    ---------


                                February 11, 2008
                United States Securities and Exchange Commission
                         Division of Corporation Finance
                                100 F Street N.E.
                              Washington D.C. 20002
                          Re: IntelliPharmaCeutics Ltd.


          Request to Withdraw Registration Statement on Form SB-2 (RW)
                           SEC File Number 333-128911
                           --------------------------

Ladies and Gentlemen:

Pursuant to Rule 477(a) promulgated under the Securities Act of 1933, as amended
(the "Securities  Act"),  IntelliPharmaCeutics  Ltd. (the  "Registrant")  hereby
requests immediate  withdrawal of its Registration  Statement on Form SB-2 (File
No.  333-128911),  which was filed with the Securities  and Exchange  Commission
(the  "Commission")  on October 7, 2005,  along with any amendments and exhibits
(the "Registration Statement").

The  Registrant  believes  that  withdrawal  of the  Registration  Statement  is
consistent  with  the  public  interest  and the  protection  of  investors,  as
contemplated by Rule 477(a) under the Securities  Act. The Registrant  requests,
in accordance  with Rule 457(p) under the Securities  Act, that all fees paid to
the Commission in connection  with the filing of the  Registration  Statement be
credited to the Registrants' account to be offset against the filing fee for any
future registration statement or registration statements.

The  Registrant  confirms that no securities  have been or will be  distributed,
issued  or  sold  pursuant  to the  Registration  Statement  or  the  prospectus
contained therein.

It is our understanding that this application for withdrawal of the Registration
Statement  will be  deemed  granted  as of the date  that it is  filed  with the
Commission unless,  within fifteen days after such date, the Registrant receives
notice  from the  Commission  that this  application  will not be  granted.  The
Registrant  intends  to  follow  this  abandoned  registration  by  filing a new
registration   statement  within  ten  days  of  the  Commission  granting  this
application.

The Registrant hereby respectfully  requests that the Commission issue a written
order granting the withdrawal of the Registration  Statement.  Please fax a copy
of the order to the Registrant's counsel, Michael H. Freedman at (516) 767-1631.

If you have any questions  regarding this  application  for  withdrawal,  please
contact the undersigned at (416) 798-3001, or the Registrant's counsel,  Michael
H. Freedman at (516) 767-1697.



Very truly yours,

/s/ Dr. Isa Odidi
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Dr. Isa Odidi, Chief Executive Officer