<PAGE>
Celestial Ventures Corporation Phone 914-369-0132
382 Route 59 #310 Fax 914-369-0136
Monsey, NY 10952
March 19, 1997
United States Securities and Exchange Commission
Division of Corporation Finance
450 5th Street, N.W.
Washington DC 20549
RE: CELESTIAL VENTURES CORPORATION ("REGISTRANT")
APPLICATION FOR WITHDRAWAL OF REGISTRATION
STATEMENT ON FORM SB-2, FILE NO. 333-5669
The Registrant hereby applies for Withdrawal of the Registration
Statement on Form SB-2 (No. 333-5669), filed with the Securities and Exchange
Commission ("Commission"), pursuant to the Commission's Rule 477 under the
Securities Act of 1933, as amended ("1933 Act").
The Registrant no longer believes that the registration of
securities contemplated by the Form SB-2 is necessary or appropriate. Since
filing the Form SB-2, management of the Registrant has undertaken a
reorganization of the business of the Registrant. Moreover, a substantial
portion of the securities intended to be sold by security holders under the
Form SB-2 has, with the passage of time, become free of previously effective
restrictions upon transfer and can be transferred by security holders pursuant
to Rule 144, or otherwise, under the 1933 Act. As a result, management of the
Registrant now believes that the time, expense and demands upon the resources
of the Registrant which would be necessary to amend the Form SB-2 and to have
it become effective, are no longer justified by the limited benefits perceived.
Accordingly, the Registrant requests that the Commission grant its
application to withdraw the Form SB-2, effective immediately.
If the Staff of the Commission has any questions or comments
regarding this matter, please do not hesitate to contact me at the above
address and telephone number.
Please acknowledge receipt of this letter by initialing and
date-stamping the enclosed copy, and returning it to me in the enclosed
self-addressed envelope.
CELESTIAL VENTURES CORPORATION
By: /s/ Irwin Schneidmill
------------------------------
Irwin Schneidmill, President
