Mail Stop 4561 October 12, 2005 VIA USMAIL and FAX (972) 250-0934 Mr. Gary W. Boyd Vice President - Finance and Chief Financial Officer Ascendant Solutions, Inc. 16250 Dallas Parkway, Suite 102 Dallas, Texas 75248 Re:	Ascendant Solutions, Inc. Form 10-K for the year ended 12/31/2004 Filed 3/29/2005 Form 10-Q for the period ended 3/31/2005 Filed 5/12/2005 	File No. 000-27945 Dear Mr. Gary W. Boyd: We have reviewed your response letter dated July 8, 2005 and have the following additional comments. Where indicated, we think you should revise your document[s] in response to these comments. If you disagree, we will consider your explanation as to why our comments are inapplicable or a revision is unnecessary. Provide to us the information requested if indicated and please be as detailed as necessary in your explanation. FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2004 Financial Statements and Notes Note 1 - Organization and Significant Accounting Policies Significant Accounting Policies Basis of Presentation, page 46 1. Your response to our prior comment one does not address directly or completely our request for additional information. Please explain to us in sufficient details how your definition of significant influence over operations, as used in your consolidation policy, complies with the consolidation guidance in GAAP. Please refer us to the GAAP literature that supports your consolidation policy. 2. With respect to your consolidation of Fairways Frisco, please explain to us your basis for relying on the SFAS 94`s guidance rather than the SOP 78-9`s. Fairways Frisco Partnerships, pages 54 - 56 3. We have read and considered your response to our previous comment two. As stated in your response to comment one, "The Company did not consolidate the Frisco Square Partnerships based on its analysis of the requirements of FIN 46 (R) at December 31, 2004." Given that the Company owned 100% of Fairways Frisco and in accordance with the master agreement, Fairways Frisco agreed to make additional capital contributions to be used to pay operating expenses, tell us how you considered paragraph 5 of FIN 46 (R) in determining not to consolidate the Frisco Square Partnerships at December 31, 2004. 4. We note your response to comment three and will monitor your amendment to the Form 10-K for compliance. FORM 10-Q OR THE QUARTER ENDED MARCH 31, 2005 Note 2 - Description of Business Significant Accounting Policies Investments in Limited Partnerships, page 6 5. We have read and considered your response to our previous comment five relating to your investment in limited partnerships accounted for under the cost method. Given that your investment ownership is more than 3 to 5%, please revise the financial statements to account for your limited partnership interest under the equity method as required by EITF Topic D-46 and SOP 78-9. * * * * 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 with your amendment 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. 	You may contact Wilson K. Lee, at (202) 551-3468 or me, at (202) 551-3414 if you have questions. 						Sincerely, Jorge Bonilla Senior Staff Accountant ?? ?? ?? ?? Gary W. Boyd Ascendant Solutions, Inc. October 12, 2005 Page 1