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Letter of Correspondence

Reply to

Lindley S. Branson

612 632-3024

Lindley.Branson@gpmlaw.com

 July 8,
2005

 United States Securities and Exchange Commission

 450 Fifth Street N.W.

 Washington, D.C. 20549

 Attn: Rebecca J. Toton

 Division of Corporation Finance

Re:

Webb Interactive Services, Inc.

Post-effective Amendment No. 3 on Form SB-2 filed May 13, 2005

File No. 333-89600

Form 10-QSB for Fiscal Quarter Ended September 30, 2004

Form 10-KSB for Fiscal Year Ended December 31, 2004

Form 10-QSB for Fiscal Quarter Ended March 31, 2005

Form 8-K/A, filed May 13, 2005

File No. 00-28462

 Ladies/Gentlemen:

 This letter is furnished in response to the Staff’s June 9, 2005
comment letter. With this letter Webb Interactive Services, Inc. (“Webb”) is filing amendments to the above-referenced reports on Forms 10-KSB, 10-QSB and 8-K/A. Webb intends to file an amendment to the above-referenced Form SB-2 filing
once the comments with respect to the reports are satisfied. The numbers below refer to the number of the Staff’s comments in its June 9, 2005 letter to which the response relates.

 General

 1. Webb believes it is not subject to the Investment Company Act of 1940 (the “1940 Act”) based upon the provisions of Rule 3a-1 of the 1940
Act. Webb is not and does not hold itself out as being engaged in the business of investing, reinvesting or trading in securities. As stated in Webb’s reports, Webb’s sole business is the ownership of securities of Jabber, Inc.
(“Jabber”), a company formed by Webb in February 2000. When Jabber was formed, Webb was also engaged in the development and marketing of internet/software-based products for small to medium size businesses. Since Jabber’s technology
had applications broader than Webb’s other products, Webb formed Jabber as a separate corporation in order to facilitate potential strategic investments in Jabber.

 United States Securities and Exchange Commission

 Page 2

 July 8, 2005

 During 2001, Webb was required to sell its non-Jabber-related business as it did not have adequate funds to support this business. At the time of the
discontinuance of its non-Jabber-related business, Webb owned approximately 75% of Jabber’s outstanding voting securities, as France Telecom Technologies Investissements (“FTTI”), a subsidiary of France Telecom, made a strategic
investment in Jabber in mid 2001. Since Webb’s sole business is the development and marketing of instant messaging/awareness recognition products through its Jabber subsidiary, Webb is not an investment company as defined in Section 3(a)(1)(A)
of the 1940 Act.

 Likewise, Webb does not fall within the
provisions of Section 3(a)(1)(B) of the 1940 Act as it does not and does not intend to issue “face-amount certificates of the installment type.” However, since March 19, 2003, Webb has owned less than a majority of Jabber’s
outstanding securities, resulting in its Jabber securities being “investment securities” within the meaning of the 1940 Act. Webb’s ownership in Jabber was reduced to less than 50% in connection with investments in Jabber by FTTI and
Intel Capital Corporation (“Intel”) on March 19. 2003. From March 19, 2003 to December 31, 2004, Webb’s Jabber investment represented more than 40% of Webb’s total assets. On March 31, 2005, the value of Webb’s Jabber
investment in accordance with the accounting rules for the equity method of accounting for investments was zero. Therefore, during the period from March 19, 2003 to December 31, 2004, Webb would have been an investment company as defined in Section
3(a)(1)(C) of the 1940 Act but for the exemption provided in Rule 3a-1.

 Rule 3a-1 provides that “Notwithstanding Section 3(a)(1)(C) of the Investment Company Act, an issuer will be deemed not to be an investment company under the Investment Company Act; Provided, That:

(a)
No more than 45% of the value (as defined in Section 2(a)(41) of the Act) of such issuer’s total assets… consist of, and no more than 45% of such issuer’s net income
after taxes… is derived from, securities other than: …and (4) Securities issued by companies: (i) which are controlled primarily by such issuer; (ii) through which such issuer engages in a business other than that of investing,
reinvesting, owning, holding or trading in securities; and (iii) which are not investment companies;

(b)
The issuer is not an investment company as defined in Section 3(a)(1)(A) or 3(a)(1)(B) of the Investment Company Act and is not a special situation investment company; and
....”

 None of Webb’s assets consist of
nor is any of its net income derived from securities other than its Jabber securities. Webb formed Jabber in order to develop proprietary products based upon the XMPP instant messaging protocol developed by the Jabber.org open-source community. At
the time that Jabber was formed, Webb structured this business to facilitate strategic investments by non-related enterprises as Webb believed this would expedite the

 United States Securities and Exchange Commission

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 July 8, 2005

 development and adoption of Jabber’s technology and products. Since the formation of Jabber and the disposition of Webb’s non-Jabber-related business in 2001,
Webb’s sole business has been developing and marketing instant messaging/awareness recognition products through it Jabber subsidiary. Webb’s efforts in this regard have been supplemented by strategic investments from FTTI and Intel.

 Webb has consistently owned more than 25% of Jabber’s
outstanding voting securities and is, therefore, in accordance with the provisions of Section 2a-9 of the 1940 Act, presumed to be “in control” of Jabber. Webb has at all times been Jabber’s largest shareholder, owning a majority of
Jabber’s outstanding voting securities until March 19, 2003, when it’s percentage interest was reduced to approximately 44% as a result of investments by FTTI and Intel. Following the March 2003 investments, FTTI owned approximately 38%
and Intel approximately 17% of Jabber’s securities.

 In
connection with the March 2003 investments, Webb entered into a two-year management/cost-sharing agreement with Jabber, pursuant to which Jabber contracted for the services of Webb’s Vice President – General Counsel and Controller and
accounting personnel. In addition, Jabber agreed to pay 40% of the cost of Webb’s CEO in consideration for Webb’s CEO’s serving on the Executive Committee of Jabber’s Board of Directors. No other shareholder of Jabber has had a
similar arrangement with Jabber, nor have any of their officers or employees been actively engaged in Jabber’s operations.

 In a comment letter with respect to the application of Rule 3a-1 regarding the operations of Health Communications Services, Inc. issued on March 27, 1985
(SEC Ref. No. 85-110-CC), the Commission indicated that “In our view, a company is not ‘controlled primarily’ by an issuer within the meaning of the rule unless (1) the issuer has control over the company within the meaning of section
2(a)(9) of the 1940 Act, and (2) the degree of the issuer’s control is greater than that of any other person.” Webb, as Jabber’s largest shareholder and the only Jabber shareholder whose officers have been actively engaged in
Jabber’s operations, believes that Jabber has been “controlled primarily” by Webb during the period from March 19, 2003 to December 31, 2004.

 In view of the foregoing, Webb believes that in accordance with the provisions of Rule 3a-1 of the 1940 Act, Webb is not an investment company as: (1) no
more than 45% of the value of Webb’s total assets consist of and no more than 45% of Webb’s net income after taxes is derived from, securities other than securities issued by Jabber; (2) Jabber has been controlled primarily by Webb; (3)
through Jabber, Webb has engaged in a business other than that of investing, reinvesting, owning, holding or trading in securities; and (4) Webb is not an investment company as defined in Section 3(a)(1)(A) or Section 3(a)(1)(B) of the 1940 Act.

 Post Effective Amendment No. 3 to Form SB-2

 2 and 3. These comments are to be addressed in connection with the filing of
an amendment to this filing.

 United States Securities and Exchange Commission

 Page 4

 July 8, 2005

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

 4, 5, 6, 7 and 8. See amendments filed herewith. Since the resignation of Bill Cullen, Mr. Branson has been Webb’s principal executive and principal
financial officer. This report and the reports on Form 10-QSB have been amended accordingly. We have also amended Item 9 of the report to indicate that Mr. Branson has been Webb’s principal executive and principal financial officer since the
resignation of Webb’s CEO/CFO.

 Form 10-QSB for the Quarter Ended
September 30, 2004

 9 and 10. See amendment filed
herewith.

 Form 10-QSB for the Quarter Ended March 31, 2005

 11. See amendment filed herewith.

 Form 8-K, as amended, Filed May 13, 2005

 12 and 13. See amendment filed herewith.

 If the Staff has any questions regarding the information included in this
letter or regarding the amended reports filed herewith, they are requested to contact the undersigned.

Very truly yours,

Lindley S. Branson

General Counsel

Webb Interactive Services, Inc.

 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 WASHINGTON, D.C. 20549

 FORM 10-QSB/A

x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the period ended September 30, 2004

¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the transition period from              to

 Commission File Number : 0-28462

 WEBB INTERACTIVE SERVICES, INC.

 (Exact name of registrant as specified in its charter)

Colorado

84-1293864

 (State or other jurisdiction of

 incorporation or organization)

 (I.R.S. Employer

 Identification No.)

 1899 Wynkoop, Suite
600

 Denver, CO 80202

 (Address of principal executive offices, including zip code)

 (303) 308-3180

 (Registrant’s telephone number, including area code)

 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

 Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule
12b-2 of the Exchange Act)    Yes  ¨    No  x

 The number of shares of registrant’s
common stock outstanding as of as of October 21, 2004 was: 25,433,552

 WEBB INTERACTIVE SERVICES, INC.

 FORM 10-QSB

 QUARTERLY REPORT

 Webb’s Form 10-QSB for the quarter ended September 30, 2004 filed on November 15, 2004, is hereby amended as follows:

 Item 3. CONTROLS AND PROCEDURES.

 At the end of the period covered by this report, Webb conducted an
evaluation, under the supervision and with the participation of Webb’s principal executive and principal financial officer, of Webb’s disclosure controls and procedures (as defined in Rules 12a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934 (the “Exchange Act”)). Based on this evaluation, the principal executive and principal financial officer concluded that Webb’s disclosure controls and procedures are effective to insure that information required
to be disclosed by Webb in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time period specified in Securities and Exchange Commission rules and forms and is accumulated and
communicated to Webb’s management, including its principal executive and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

 There have been no changes in internal control over financial reporting that
occurred during the fiscal period covered by this report that have materially affected, or are reasonably likely to materially affect, Webb’s internal control over financial reporting.

 Item 6. Exhibits and Reports on Form 8-K

(a)

Listing of Exhibits:

3.1(a)

Articles of Incorporation, as amended, of Webb Interactive Services, Inc. (1)

3.1(b)

Articles of Amendment setting forth the terms of Series D Junior Convertible Preferred Stock (2)

3.2

Bylaws of Webb Interactive Services, Inc. (3)

4.1

Specimen form of Webb Interactive Services, Inc. common stock certificate (4)

4.2

Webb Interactive Services, Inc. Stock Option Plan of 1995 (3)

4.3

Form of Incentive Stock Option Agreement for Webb Interactive Services, Inc. Stock Option Plan of 1995 (3)

4.4

Form of Nonstatutory Stock Option Agreement for Webb Interactive Services, Inc. Stock Option Plan of 1995 (3)

4.5

Webb Interactive Services, Inc. Stock Option Plan of 2000, including forms of Incentive and Nonstatutory Stock Option Agreements (5)

4.6

Stock Purchase Warrant dated August 25, 1999, as amended December 18, 1999, issued by Webb Interactive Services, Inc. to Castle Creek Technology Partners, Inc. (6)

4.7

Stock Purchase Warrant dated December 18, 1999 issued by Webb Interactive Services, Inc. to Castle Creek Technology Partners, Inc. (6)

4.8

Stock Purchase Warrant dated December 31, 1999 issued to by Webb Interactive Services, Inc. Marshall Capital Management, Inc. and Castle Creek Technology Partners, LLC (7)

4.9

Form of Stock Purchase Warrant, form of Series D Stock Purchase Warrant and form of amended Stock Purchase Warrants dated January 17, 2002 issued by Webb Interactive Services, Inc. to Castle
Creek Technology Partners, LLC (2)

 2

10.1

Form of Nondisclosure and Nonsolicitation Agreement between Webb Interactive Services, Inc. and its employees (1)

10.2

Employment Agreement between Webb Interactive Services, Inc. and Lindley S. Branson, dated March 1, 2002 (8)

10.3

Securities Purchase Agreement dated as of January 17, 2002, between Webb Interactive Services, Inc. and Jona, Inc. Included as an exhibit is a Registration Rights Agreement
(2)

10.4

Letter Agreement between Webb Interactive Services, Inc. and Jona, Inc. (8)

10.5

Exchange Agreement dated January 17, 2002 between Webb Interactive Services, Inc. and Castle Creek Technology Partners LLC. Included as an exhibit is a Registration Rights Agreement
(2)

10.6

Series D Preferred Stock Purchase Agreement dated March 17, 2003, by and among Jabber, Inc. France Telecom Technologies Investissements, Intel Capital Corporation, and Webb Interactive
Services, Inc. Included as exhibits to the Stock Purchase Agreement are the Restated Certificate of Incorporation of Jabber, Inc. and the following additional agreements among the parties to the Stock Purchase Agreement: Investors Rights Agreement;
Right of First Refusal and Co-Sale Agreement; and Voting Agreement. (9)

10.7

Jabber, Inc. Certificate of Designation for Series D Convertible Preferred Stock (9)

10.8

Exchange Agreement, dated as of October 21, 2003, by and between Webb Interactive Services, Inc. and Jona, Inc. (10)

31.1

Certification of Chief Executive Officer and Chief Financial Officer*

32.1

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

*
Filed herewith.

(1)
Filed with the Registration Statement on Form S-3, filed January 29, 1999, Commission File No. 333-71503.

(2)
Filed with the Registration Statement on Form SB-2, filed April 5, 1996, Commission File No. 333-3282-D.

(3)
Filed with the Registration Statement on Form S-3, filed September 24, 1999, Commission File No. 333-86465.

(4)
Filed with the Form 10-KSB Annual Report for the year ended December 31, 2000, Commission File No. 0-28462.

(5)
Filed with the Current Report on Form 8-K, filed January 22, 2002 and amended on January 29, 2002, Commission File No. 0-28462.

(6)
Filed with Amendment