UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

         DIVISION OF
CORPORATION FINANCE
Mail Stop 7010
      April 7, 2006

Ms. Cynthia Allison
President
Willowtree Advisor, Inc.
1411 Hedgelawn Way
Raleigh, North Carolina 27517

      Re:	Willowtree Advisor, Inc.
      	Registration Statement on Form SB-2
      	Filed March 15, 2006
      	File No. 333-132439

Dear Ms. Allison:

      We have limited our review of your filing to those issues
that
we have addressed in our comments.  Where indicated, we think you
should revise your document in response to these comments.  If you
disagree, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
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 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.

General

1.	With regard to the offer and sale contemplated by this
filing,
please explain why you believe that it will comply with North
Carolina law.  We note that in the post-effective amendment to
Form
SB-2 (file no. 333-117840) filed on December 1, 2005, you stated
that
you were seeking to withdraw that registration statement because
"we
cannot comply with the laws of the State of North Carolina with
respect to the offer or sale of the shares of common stock."  We
may
have additional comments.



Selling Shareholders, page 32

2.	The reference to James Beck and J. Beck & Company in the text
of
footnote 1 following the table is unclear.  Please advise or
revise.

3.	Disclose whether any of the selling shareholders has, or has
had
within the past three years, any position, office, or other
material
relationship with the company or any of its predecessors or
affiliates.  If any selling shareholder has, or has had, such a
relationship, please describe it.

4.	Disclose whether any selling shareholder is a broker-dealer
or
an affiliate of a broker-dealer. If any selling shareholder is a
broker-dealer, please identify it as an underwriter unless you can
confirm that it obtained the securities being registered for
resale
as compensation for investment banking services.  If any selling
shareholder is affiliated with a registered broker-dealer, please
identify it as an underwriter unless you can confirm that it
purchased the securities in the ordinary course of business and at
the time of purchase, had no agreements or understandings,
directly
or indirectly, with any party to distribute the securities.

Recent Sales of Unregistered Securities, page 57

5.	Please provide the basis for your determination that the
private
placement completed in February 2006 complied with Rule 506 under
Regulation D.  Please specifically address the manner in which the
offering was conducted and how you determined that all of the
investors were accredited for that purpose.

Closing Comments

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  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 understand that we
may
have additional comments after reviewing your amendments and
responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 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.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the company may not assert staff comments and the declaration
of
effectiveness 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 connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

	We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

        Please contact Donna Levy at (202) 551-3292 or me at (202)
551-3745 with any questions.

      Sincerely,


      H. Roger Schwall
      Assistant Director


cc:	Conrad C. Lysiak, Esq.
      D. Levy
Ms. Cynthia Allison
Willowtree Advisor, Inc.
Page 3