SecProbe.io

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	September 30, 2005

via U.S. mail

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

Re:	Cotelligent, Inc.
	Registration Statement on Form S-1
	Filed September 7, 2005
	File No. 333-128161

	Post Effective Amendment No. 1 on Form S-3 to Form S-4
	Filed June 25, 2004
	File No. 333-111550

      Form 10-K for fiscal year ended December 31, 2004, as
amended
      Forms 10-Q for the fiscal period ending March 31 and June
30,
2005, as amended
      File No. 0-27412

Dear Mr. Lavelle:

	We have limited our review of the above filings to the issues
addressed in the following comments.  Where indicated, we think
you
should revise your filings 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 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.

General
1. We note that on May 10, 2005, you responded to a staff comment
letter regarding a post-effective amendment on Form S-3 to Form S-
4 ,
file no. 333-111550, sent to you by the staff on July 26, 2004.
It
appears that you intended to address the staff comments by the
filing
of the registration statement of Form S-1, and your post-effective
amendment is therefore no longer necessary.  Please tell us the
action you propose to take with respect to the pending post-
effective
amendment.
2. You also indicated in your May 10, 2005 letter that you
addressed
comments 5 and 6 of the staff`s July 26, 2004 letter pursuant to a
letter to the SEC dated August 2, 2004.  Please file the August 2
letter electronically on EDGAR.

Form S-1
3. We note that pursuant to your registration statement on Form S-
4,
file no. 333-111550, declared effective on February 13, 2004, you
registered 5,339,806 shares of common stock issuable upon exercise
of
warrants as well as the warrants themselves in conjunction with
your
acquisition of On-Site Media, Inc.  In light of this effective
registration statement, resulting in such warrants and shares
being
freely tradeable securities, please explain why you are
registering
the resale of what appear to be the same common stock and
warrants.
It appears that you should file a post-effective amendment to the
Form S-4, on Form S-1, with respect to the offer and sale of the
shares of common stock that underlie the warrants.  Please refer
to
Securities Act Rule 429.  Additionally, with the exception of
holders
of common stock and warrants who are affiliates, please explain
why
you are registering resales of the securities registered by the
Form
S-4.
4. Please confirm your response to comment 4 of our letter dated
July
26, 2004 with respect to each of the selling shareholders listed
in
your Form S-1.

Forms 10-K and 10-Q
5. We note your disclosure in each of your amended Forms 10-K and
10-
Q that your "Chief Executive Officer and Chief Financial Officer
concluded that the Company`s disclosure controls and procedures as
of
the end of the period covered by this report were designed and
were
functioning effectively to provide reasonable assurance that the
information required to be disclosed by the Company in reports
filed
under the Securities Exchange Act of 1934 Act is recorded,
processed,
summarized and reported within the time periods specified in the
SEC`s rules and forms."  Please advise in your response letter, if
true, that your officers concluded that your disclosure controls
and
procedures are also effective to ensure that information required
to
be disclosed in reports that you filed or submit under the
Exchange
Act is accumulated and communicated to your management including
you
chief executive and chief financial officer, to allow timely
decisions regarding required disclosure.  See Exchange Act Rule
13a-
15(e).  Please also confirm that you will provide this disclosure
in
future filings.

      As appropriate, please amend your filing 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 amendment and responses to our
comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings 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.

	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 a 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 Rule 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.

      You may contact Mark Kronforst, Staff Accountant, at (202)
551-
3451 or Bradshaw Skinner, Branch Chief - Accounting, at (202) 551-
3489 if you have questions regarding comments on the financial
statements and related matters.  Please contact Perry Hindin,
Staff
Attorney, at (202) 551-3444 with any questions on any other
matters.
If you require further assistance, you may contact me at (202)
551-
3462 or Barbara C. Jacobs, Assistant Director at (202) 551-3730.

								Sincerely,

	Mark P. Shuman
	Branch Chief - Legal
	Office of Computers
	and Online Services

cc:	via facsimile
	Benjamin M. Alexander, Esq.
	(F) 401.434.5809

James R. Lavelle
Cotelligent, Inc.
September 30, 2005
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