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September 8, 2005

Mail Stop 4561

Daniel Hunter
Chief Executive Officer
Encore Clean Energy, Inc.
Suite 610-375 Water Street
Vancouver, British Columbia, Canada V6B 5C6

RE:		Encore Clean Energy, Inc.
      File No. 0-26047
Preliminary Proxy Statement on Form 14A
		Filed on August 31, 2005

Dear Mr. Hunter:

      This is to advise you that we are limiting our review of the
above proxy statement to the following matters:

1. We note your disclosure on page 3 that the primary purposes of
the
proposed merger are to change your state of domicile and to
increase
your authorized capital.  Because the increase in your authorized
capital is separate from and unrelated to the reincorporation
process
(i.e., the increase does not automatically occur as a result of
reincorporation), you should include each of these matters as a
separate item to be acted upon by shareholders.  Please revise
your
proxy statement to provide shareholders the opportunity to vote
individually on the reincorporation and on the increase to your
authorized capital, as separate matters.   See Rule 14a-4(a)(3) of
the Securities Exchange Act of 1934.

2. We note that you have not included a form of proxy card as
required by Rule 14a-4 the Securities Exchange Act of 1934.
Please
amend your filing to include the required form of proxy card.

      We will not conduct any further review of the proxy
statement.
As such, all persons who are responsible for the adequacy and
accuracy of the disclosure are urged to be certain that they have
included all information required pursuant to the Securities
Exchange
Act of 1934.

	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.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings 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, prior to filing your definitive
information statement, please furnish a letter, acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes made 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 connection with our review of
your
filing or in response to our comments on your filing.

	If you have any questions, please call Amanda McManus,
attorney-
advisor, at (202) 551-3412 or the undersigned at (202) 551-3495.

      Sincerely,

Elaine Wolff
Branch Chief

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Daniel Hunter
Encore Clean Energy, Inc.
September 8, 2005
Page 2

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