Mail Stop 4561

      October 28, 2005


      VIA USMAIL and FAX (604) 801-5575

Mr. Daniel B. Hunter
Chief Executive Officer, Chief Financial Officer
Encore Clean Energy, Inc.
375 Water Street - Suite 610
Vancouver, BC Canada V6B 5C6

      Re:	Encore Clean Energy, Inc.
		Form 10-KSB for the year ended 12/31/2004
      Filed on 5/17/2005
      File No. 000-26047

Dear Mr. Daniel B. Hunter:

      We have reviewed your above referenced filing and have the
following comments.  We have limited our review to only your
financial statements and related disclosures and will make no
further
review of your document.  As such, all persons who are responsible
for the adequacy and accuracy of the disclosure are urged to be
certain that they have included all information required pursuant
to
the Securities Exchange Act of 1934.

      In our comments, we may ask you to provide us with
information
so we may better understand your disclosure.  Please be as
detailed
as necessary in your explanation.  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.





FORM 10-KSB FOR THE YEAR ENDED DECEMBER 31, 2004

Financial Statements and Notes

Note 2.  Corporate Transactions, pages 6 - 7

1. We note you obtained 60% ownership of the World, Wind and Water
Energy LLC.   Tell us how you accounted for your investment in
World,
Wind and Water Energy LLC and your basis in GAAP for this
treatment.

Note 8.  Due to Related Parties, pages 16 - 18

2. We note you have a $375,000 6% convertible note with a
conversion
feature that allows conversion into common stock at a share price
of
$0.50.   Tell us how you accounted for the conversion feature and
your basis in GAAP for this treatment.


*    *    *    *


      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please file your responses 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 disclosures in the filings 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 disclosures,
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
disclosures in the filings;

* staff comments or changes to disclosures 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 Wilson K. Lee, at (202) 551-3468 or me at
(202)
551-3413 if you have questions.



								Sincerely,



      Cicely Luckey
      Branch Chief
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Daniel B. Hunter
Encore Clean Energy, Inc.
October 28, 2005
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