INCENTRA SOLUTIONS, INC.
                                1140 PEARL STREET
                             BOULDER, COLORADO 80302









                                                                 January 6, 2005


VIA EDGAR
_________

Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C.  20549

Attention:        Rachel Zablow, Staff Accountant
                  Division of Corporation Finance

                  Re:      INCENTRA SOLUTIONS, INC.
                           FORM 8-K FILED DECEMBER 23, 2004
                           FILE NO. 0-32913

Ladies and Gentlemen:

     This letter contains the responses of Incentra Solutions, Inc. (the
"Company") to the Staff letter dated December 28, 2004 furnishing the comments
of the Securities and Exchange Commission (the "Commission") on the Company's
Current Report on Form 8-K filed with the Commission on December 23, 2004 (the
"Report"). The numbered responses below correspond to the numbered paragraphs of
such comment letter.

                                    RESPONSES

     1.   In response to this comment the Company filed a Current Report on Form
8-K/A on January 6, 2005 which amends the Report. Such amendment specifically
indicates that KPMG LLP notified the Company on October 28, 2004 of its
resignation as the Company's principal accountants effective upon the issuance
of its audit report on the financial statements of ManagedStorage International,
Inc., the accounting acquirer in the transaction consummated on August 18, 2004,
as of and for the year ending December 31, 2003. A revised consent of KPMG LLP
has been included in the amended Report as Exhibit 16.

     As requested in the Staff's letter, the Company hereby acknowledges that
(i) the Company is responsible for the adequacy and accuracy of the disclosure
in its filings; (ii) 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 actions with respect to the filing; and (iii) 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.





Securities and Exchange Commission
January 6, 2005
Page 2


     The Company believes that it has fully responded to the comments of the
Commission. If the Commission has any questions or further comments, the Company
respectfully requests that such comments be directed to the undersigned. The
undersigned welcomes the opportunity to discuss such questions or comments (or
discuss further any of the Company's responses) in advance of any written
response of the Commission.


                                              Very truly yours,


                                              /S/ PAUL MCKNIGHT
                                              __________________________________
                                              Paul McKnight
                                              Chief Financial Officer



cc:      Pryor Cashman Sherman & Flynn LLP