Mail Stop 4561

      August 2, 2005

Gary M. Kapral
Chief Financial Officer
Microfield Group, Inc.
1631 NW Thurman St., Suite 200
Portland, Oregon  97209


	Re:	Microfield Group, Inc.
   Form 10-KSB for the Fiscal Year Ended
   January 1, 2005
		Filed May 20, 2005

Dear Mr. Kapral:

	We have reviewed the above referenced filings and have the
following comments.  Please note that we have limited our review
to
the matters addressed in the comments below.  We may ask you to
provide us with supplemental information so we may better
understand
your disclosure.  Please be as detailed as necessary in your
explanation.  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 filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.   Feel free to call us at the telephone numbers listed
at
the end of this letter.

Note 6. Construction Contracts in Progress, page 44

1. We note in your disclosure that you have not presented a
rollforward schedule of the amount of backlog on uncompleted
contracts for each year presented that includes backlog at the
beginning of the fiscal year, new contracts awards, revenue
recognized for the year and backlog at the end of the fiscal year.
Tell us how you considered the recommended disclosures noted in
Appendix C of SOP 81-1 which refers to paragraph 43 of SOP 81-1.



Note 7. Acquisitions, page 45

2. We note on page 45 that you have allocated a significant amount
of
the purchase price to goodwill for your acquisitions of both
Christenson Technology Services, Inc. and Velagio, Inc.  Tell us
the
factors that contributed to a purchase price that resulted in the
recognition of a significant amount of goodwill in connection with
the Christenson Technology Services, Inc. and Velagio
acquisitions.
Refer to paragraph 51 b of SFAS 141. In addition tell us the
following about the acquisition, goodwill impairment and
discontinued
operations of Velagio, Inc:

* Was Velagio a related party at the time of the acquisition;
* Considering almost all of the purchase price of the Velagio
acquisition was attributed to goodwill and goodwill was considered
impaired almost immediately after the acquisition, tell us how you
determined the purchase price;
* Tell us the method used to determine the fair value of the
reporting unit as it relates to the impairment of goodwill
recorded
in connection with the Velagio acquisition. Refer to paragraph 47
b
of SFAS 142.

In your response tell us how you considered disclosing this
information, if applicable.

      * * * * *

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  Please submit all correspondence and
supplemental
materials on EDGAR as required by Rule 101 of Regulation S-T.  You
may wish to provide us with marked copies of any amendment to
expedite our review.  Please furnish a cover letter with any
amendment that keys your responses to our comments and provides
any
requested information.  Detailed cover letters greatly facilitate
our
review.  Please understand that we may have additional comments
after
reviewing any amendment and your responses to our comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed 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 filing;

* staff comments or changes to disclosure in response to staff
comments 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.

      You may contact Patrick Gilmore at (202) 551-3406, Thomas
Ferraro at (202) 551-3225 or me at (202) 551-3499 if you have
questions regarding comments on the financial statements and
related
matters.

							Sincerely,


							Kathleen Collins
							Accounting Branch Chief

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Gary M. Kapral
Microfield Group, Inc.
August 2, 2005
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