August 9, 2005


Mail Stop 4561

Mr. Paul McKnight
Chief Financial Officer
Incentra Solutions, Inc.
1140 Pearl Street
Boulder, CO 80302

Re:	Incentra Solutions, Inc.
	Form 10-KSB for the year ended December 31, 2004
	Form 10-QSB for the quarter ended March 31, 2005
	File No. 0-32913

Dear Mr. McKnight:

      We have reviewed your filings and have the following
comments.
In our comments, we ask you to provide us with information so we
may
better understand your disclosure.  After reviewing this
information,
we may 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
filings.
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.

Form 10-QSB for the quarter ended March 31, 2005

Consolidated Financial Statements

Note 2 - Acquisitions, page 10

1. It appears that the convertible promissory note issued in
February
2005 in connection with the STAR acquisition may have beneficial
conversion features.  Please tell us how you considered the
guidance
in EITF 98-5 in determining whether the conversion feature should
be
valued separately at issuance.

2. Considering that a significant portion of the STAR and PWI
acquisition purchase price is allocated to goodwill, please advise
us
of your consideration of paragraphs 39 and A14 of SFAS 141 as it
relates to the recognition of intangible assets apart from
goodwill.
Also, advise us of any intangible assets included in goodwill that
do
not meet the criteria for recognition apart from goodwill.

Note 8 - Subsequent Events, page 19

(C) Amendment to Senior Secured Convertible Note, page 21

3. With respect to the amendment to the Laurus Note, we note that
any
beneficial conversion features resulting from the change in
conversion terms will be recognized in earnings at the time of
conversion.  Please tell us why you did not record the beneficial
conversion feature at the commitment date pursuant to EITF 98-5.

*    *    *    *

      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please file your cover
letter
on EDGAR.  Please understand that we may have additional comments
after reviewing your responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filings include all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  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 do not foreclose the Commission from taking any action
with
respect to the filings; 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 filings or
in
response to our comments on your filings.

      You may contact Rachel Zablow, Staff Accountant at (202)
551-
3428 or the undersigned at (202) 551-3403 if you have questions.



						Sincerely,



Steven Jacobs
Accounting Branch Chief
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Mr. Paul McKnight
Incentra Solutions, Inc.
August 9, 2005
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