SecProbe.io

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April 22, 2005

Mail Stop 0306

David C. Howson, President
Accelr8 Technology Corporation
7000 North Broadway, Building 3-307
Denver, Colorado  80221

Via U S Mail and FAX [(303) 863-1218 ]

Re:	Accelr8 Technology Corporation
	Form 10-KSB for the fiscal year ended July 31, 2004
	Forms 10-QSB for the fiscal quarters ended October 31, 2004
and
January 31, 2005
	File No.  1-31822

Dear Mr. Howson:

      We have reviewed your filings and have the following
comments.
We have limited our review to only your financial statements and
related disclosures, and do not intend to expand our review to
other
portions of your documents. Where indicated, we think you should
revise your documents in response to these comments in all future
filings with the Commission.  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
supplemental information so we may better understand your
disclosure.
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.

Mr. David C. Howson
Accelr8 Technology Corporation
April 22, 2005
Page 2

Form 10-KSB for fiscal July 31, 2004

Financial Statements

Balance Sheet - Page F-2

1. We see in your accounting policy for revenue recognition that
you
have billed amounts which you have not yet earned. In future
filings
clearly indicate how these amounts are reflected in the financial
statements.

Notes to the Financial Statements

Note 2  Summary of Significant Accounting Policies - Page F-6

Revenue Recognition - Page F-8
Contract Revenue - Page F-8

2. Please expand your policy in future filings to clarify how you
determine the amount to recognize in each period and how you
account
for payments made in advance and for the achievement of
milestones.

Product Revenue - Page F-8

3. In future filings provide more specific details of your revenue
recognition policy for product sales. Clarify why it is
appropriate
to recognize revenue at shipment, including details of any post
shipment obligations, rights of return or customer acceptance that
could impact revenue recognition.  Also, provide details of any
discounts, credits or other sales incentives offered, including
how
those matters impact your revenue practices.

Deferred Revenue - Page F-8

4. In future filings, please clarify the nature of deferred
revenues
and the basis on which you determine the deferred portion.
Explain
why you would bill amounts which you have not yet earned, and
whether
you have amounts earned and not yet billed.  Clarify how this
differs
from customer deposits and up-front payments.

Mr. David C. Howson
Accelr8 Technology Corporation
April 22, 2005
Page 3

Note 5  Intellectual Property - Page F-11

5. Supplementally and in future filings provide details of the
recent
impairment test for the intellectual property assets, including
details of all significant assumptions and methodologies used in
the
valuation. In addition, provide details of the basis for the
useful
life of 20 years.

Note 8  Major Customers and Foreign Revenue - Page F-16

6. We read that 30.5% of your revenues in 2004 are from foreign
customers.  If revenues derived from any particular foreign
country
or geographic area are material, revise future filings to disclose
the name of the country and the amount of revenue from the
country.
Refer to paragraph 38(a) SFAS 131.

Note 9  Sale of Software Migration Tools - Page F-17

7. We see in Form 10-KSB for 2003 in Note 12 that you previously
reported your software business as a separate business segment.
However, we see the amounts of costs and expenses, interest
income,
and segment income for 2003 differ from the 2003 information in
Note
9.  Please tell us the reason for these differences. In addition,
provide supplemental details of how you determined the gain from
the
sale of the discontinued operation of $.6 million.

Certifications - Exhibits 31 and 32

8. In future filings please revise Exhibits 31 to specifically
identify the report reviewed by disclosing the period ended date
in
paragraph 1.  Also please revise to make the disclosures with
respect
to internal controls required in the introductory paragraph 4 and
subparagraph 4(b) of the Certification by Item 601(b)(31) of
Regulation S-B, as revised by Release 33-8238.

*  *  *  *  *  *  *

Mr. David C. Howson
Accelr8 Technology Corporation
April 22, 2005
Page 4

      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 response letter that keys your responses to our
comments and provides the requested supplemental information.
Confirm that you will comply with these comments in all future
filings with the Commission.  Detailed response letters greatly
facilitate our review.  Please file your response letter on EDGAR
under the label "CORRESP."  Please understand that we may have
additional comments after reviewing your responses to our comments
and the requested supplemental information.  When sending
supplemental information regarding this filing, please include the
following ZIP+4 code in our address:  20549-0306.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing 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 disclosure, 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
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; 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 filing or in response to
our comments on your filing.

      You may contact Jeanne Bennett at (202) 942-1915 or me at
(202)
942-1791, if you have questions regarding our comments.

      Sincerely,

      							Brian R. Cascio
      							Accounting Branch Chief
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