INCENTRA SOLUTIONS, INC. 1140 Pearl Street Boulder, Colorado 80302 June 2, 2006 VIA EDGAR Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549-0306 RE: INCENTRA SOLUTIONS, INC. REGISTRATION STATEMENT ON FORM S-1 FILE NO. 333-134537 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 May 26, 2006, relating to 6,812,418 shares of common stock (the "Registration Statement"). The Registration Statement, which was immediately effective, is being withdrawn because the cover page thereto incorrectly indicated that the Registration Statement was filed to register additional shares pursuant to Rule 462(b). Upon the recommendation of the Securities and Exchange Commission, the registrant is withdrawing the Registration Statement and will immediately file a corrected registration statement relating to the aforementioned shares. 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