INCENTRA SOLUTIONS, INC. 1140 Pearl Street Boulder, Colorado 80302 December 15, 2005 VIA EDGAR Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549-0306 RE: INCENTRA SOLUTIONS, INC. REGISTRATION STATEMENT ON FORM SB-2 FILE NO. 333-128052 Ladies and Gentlemen: In accordance with Rule 477 under the Securities Act of 1933, as amended, Incentra Solutions, Inc. hereby withdraws the above-referenced Registration Statement originally filed on September 1, 2005, as amended, relating to 2,428,477 shares of common stock (the "Registration Statement"). The Registration Statement, which has not been declared effective by the Securities and Exchange Commission (the "Commission"), is being withdrawn due to certain comments on the Registration Statement received from the Commission. No securities were sold in connection with the offering to which the Registration Statement related. Very truly yours, /s/ Thomas P. Sweeney III Thomas P. Sweeney III Chief Executive Officer