SecProbe.io

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Room 4561
						September 8, 2005

James R. Lavelle
Chief Executive Officer
Cotelligent, Inc.
655 Montgomery Street, Suite 1000
San Francisco, CA 94111

Re:	Form 10-K for Fiscal Year Ended December 31, 2004
	Filed April 15, 2005
	From 10-Q for Fiscal Quarter Ended March 31, 2005
	Filed May 13, 2005
      From 10-Q for Fiscal Quarter Ended June 30, 2005
	Filed August 12, 2005

Dear Mr. Lavelle:

      We have reviewed the above referenced filings and have the
following comments.  Please note that we have limited our review
to
the matters addressed in the comments below.  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 supplemental information so we
may
better understand your disclosure.  After reviewing this
information,
we may or may not raise additional comments.

Form 10-K for the Fiscal Year Ended December 31, 2004

Consolidated Statement of Cash Flows, page 26
1. We note in your statements of cash flows you include a separate
line item for cash flows from discontinued operations.  If you
intend
to maintain the presentation of separate cash flow information for
discontinued operations, your statements of cash flows should
separately disclose cash flows from operating, investing and
financing activities related to discontinued operations.
Additionally, your disclosure of operating cash flows should show
all
components of operating cash flow related to discontinued
operations
rather than the net operating cash flows. Please tell us how you
intend to comply with these reporting requirements.  Refer to
Footnote 10 of SFAS 95.

	As appropriate, please amend your filing and respond to these
comments within 10 business days or tell us when you will provide
us
with a response.  Please submit all correspondence and
supplemental
materials on EDGAR as required by Rule 101 of Regulation S-T.  You
may wish to provide us with marked copies of any amendment to
expedite our review.  Please furnish a cover letter with any
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 any amendment and your responses to our comments.

	 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 Kari Jin, Staff Accountant, at (202) 551-
3481
or me at (202) 551-3499 if you have questions regarding these
comments.

Sincerely,

      Kathleen Collins
      Accounting Branch Chief
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Mr. James R. Lavelle
Cotelligent, Inc.
September 8, 2005
Page 1

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