December 28, 2004

Mail Stop 0409

VIA U.S. MAIL AND FAX 303-449-9584

Mr. Thomas P. Sweeney
Chief Executive Officer
Incentra Solutions, Inc.
1140 Pearl Street
Boulder, CO 80302

RE:	Incentra Solutions, Inc.
	Form 8-K filed December 23, 2004
            File No. 0-32913

Dear Mr. Sweeney:

We have reviewed your filing and have the following comments.
Where
indicated, we think you should revise your document in response to
these comments.  If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a revision is
unnecessary.
Please be as detailed as necessary in your explanation.  In some
of
our comments, we may ask you to provide us with supplemental
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

1. Please revise the Form to state whether the former accountant
resigned, declined to stand for re-election or was dismissed, and
the
specific date, as required by Item 304(a)(1)(i) of Regulation S-B.
It is not sufficient to state that the registrant was informed
that
the former accountants "would not continue as the principal
accountants," as that wording is unclear to a reader.

File an amendment under cover of Form 8-K/A and include the ITEM
4.01
designation, including the letter from the former accountant filed
as
an Exhibit 16.  Please note that your former accountants should
make
it clear within the Exhibit 16 letter that it is in reference to
your
amended Form 8-K.

We urge all persons who are responsible for the accuracy and
adequacy
of the disclosure in the filings reviewed by the staff to be
certain
that they have provided all information investors require.  Since
the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

In connection with responding to our comments, please provide, in
writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filing or in response to
our comments on your filing.

Please provide the supplemental information requested above within
10
business days from the date of this letter.  The supplemental
information should be filed as correspondence on EDGAR.  The
amendment requested should be filed as promptly as possible and
should be reviewed by the former accountants.  The letter required
by
Exhibit 16 should cover any revised disclosures.

Any questions regarding the above should be directed to me at
(202)
824-5336, or in my absence, to Robert Benton at (202) 942-1811.

						Sincerely,



						Rachel Zablow
						Staff Accountant


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Incentra Solutions, Inc.
December 28, 2004



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