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   Filed by Automated Filing Services Inc. (604) 609-0244 - Encore Clean Energy Inc - Letter

     O’Neill Law Group
      PLLC
     435 Martin Street, Suite 1010

     Blaine, WA  98230

     Stephen F.X. O’Neill*
     Christian I. Cu**

     Telephone:
     360-332-3300

     Facsimile:
     360-332-2291

     E-mail:
     cic@stockslaw.com

     File # 4329

    June 23, 2005

    VIA EDGAR &

     FACSMILE - 202-772-9209

 THE UNITED STATES SECURITIES

  AND EXCHANGE COMMISSION

  Division of Corporation Finance

  100 F Street, N.E.

  Mail Stop 4561

  Washington, DC 20549

     Attention:  Robert F. Telewicz,
      Jr., Staff Accountant

     Dear Sirs:

     RE:
     ENCORE CLEAN ENERGY, INC. (the “Company”)

     -
     SEC File Number 000-26047

     -
     Item 4.02 Form 8-K filed May 16, 2005

We write on behalf of Encore Clean Energy, Inc. (the “Company”) in
response to your comment letter dated June 20, 2005 regarding the Company’s
above-referenced Form 8-K filing (the “Comment Letter”).
 Our responses herein are based on the factual information
  provided to us by the Company. Paragraph numbering used for each response corresponds
  to the numbering used in the Comment Letter. Capitalized terms used herein and
  not defined, have the same meanings given such terms in the Form 8-K.

 FORM 8-K

     1.
     PLEASE TELL US IF YOUR
        CERTIFYING OFFICERS HAVE RECONSIDERED THE EFFECT ON THE ADEQUACY OF
        YOUR DISCLOSURE CONTROLS AND PROCEDURES AS OF THE END OF THE PERIOD COVERED
        BY YOUR FORMS 10-Q FOR THE PERIODS ENDED MARCH 31, 2004, JUNE
        30, 2004 AND SEPTEMBER 30,  2004 IN LIGHT OF THE MATERIAL
        ERROR YOU HAVE DISCLOSED. ADDITIONALLY, TELL US WHAT EFFECT THE
        ERROR HAD ON YOUR CURRENT EVALUATION OF DISCLOSURE CONTROLS AND
        PROCEDURES AS OF YOUR FISCAL YEAR END DECEMBER 31, 2004.

     In response to this comment, the Company
        has informed us that Daniel Hunter, the Company’s certifying officer,
        performed a review of the Company’s disclosure controls and procedures
        in place during the interim periods ended March 31, 2004, June 30, 2004
        and September 30, 2004 and the year ended December 31, 2004 and is satisfied
        that such controls and procedures were adequate to ensure that the information
        required to be disclosed in the Company’s reports under the Securities
        Exchange Act of 1934 (the “Exchange Act”) were recorded, processed,
        summarized and reported within the periods specified in the SEC’s
        rules and forms. Further, Mr. Hunter is satisfied that the error leading
        to the restatement of the financial statements for the periods described
        above is not indicative of any systemic deficiencies in the Company’s
        disclosure controls and procedures and that such errors are not likely
        to be repeated in the future.

    VANCOUVER
      OFFICE:
    O’Neill Law
      Corporation

      Suite 1880, 1055 West Georgia Street, Box 11122, Vancouver, British Columbia,
      Canada V6E 3P3

      Tel: (604) 687-5792 / Fax: (604) 687-6650

*Washington and British Columbia Bars; ** Nevada, Washington
  and British Columbia Bars

	 O’Neill Law Group PLLC

2

	 United States Securities and Exchange
      Commission

	 Attention: Mr. Robert Telewicz

     The Company’s previously issued
        financial statements for the periods set out above mistakenly failed to
        account for the royalty advances/consulting fees payable to Robert D.
        Hunt pursuant to the Exclusive License Agreement between Cryotherm, Inc.
        and Mr. Hunt (the “Hunt License Agreement”). The Hunt License
        Agreement was assumed by the Company upon completion of the acquisition
        of and merger with Cryotherm in 2003. The Company believes that the failure
        to account for the royalty advances/consulting fees is a result of a mistake
        made when consolidating the books and accounts of the Company with Cryotherm
        upon completion of the merger. An accrual for the royalty advances/consulting
        fees payable to Mr. Hunt under the Hunt License Agreement was never recorded
        in Cryotherm’s financial records. As a result, when merging the
        financial records of Cryotherm with the Company’s, the Company’s
        financial personnel failed to realize the omission and thus failed to
        record the accrual as well. Furthermore, the Company’s auditors
        also did not recognize the omission and thus did not advise the Company
        of such. As the Company was not aware that the omission had been made,
        it mistakenly failed to record the accrual in its interim financial statements
        for the periods ended March 31, 2004, June 30, 2004 and September 30,
        2004. Upon reviewing the convertible note issued to Mr. Hunt effective
        January 14, 2005 in payment of the amounts owing under the Hunt License
        Agreement, the Company realized the omission had been made and restated
        its financial statements for those interim periods and for the year ended
        December 31, 2003 in order to correct the error.

     At all times, the Company’s executive
        officers and financial personnel were aware of the Hunt License Agreement,
        and a copy was attached as an exhibit to the Company’s Annual Report
        on Form 10-KSB for the year ended December 31, 2003. In addition, the
        Company made full disclosure of the amounts payable under the Hunt License
        Agreement in that Annual Report.

     As the error leading to the restatement
        of the Company’s financial statements stemmed from an error made
        in the financial records of Cryotherm and from the consolidation of those
        records with the records of the Company upon completion of the merger,
        Mr. Hunter is satisfied that similar errors are unlikely to be repeated
        in the future.

A statement from the Company, as requested in the Comment Letter,
  is attached.

If you have any questions or require any additional information or documents, please telephone the undersigned at (604) 687-5792.

Yours truly,

“Christian I. Cu”

 CHRISTIAN I. CU

  CIC/clk

  Enclosure

  cc:     Encore Clean Energy, Inc.

            Attn: Mr. Daniel B. Hunter,
  President

ACKNOWLEDGEMENT OF ENCORE CLEAN ENERGY, INC.

Encore Clean Energy, Inc. (the “Company”), hereby acknowledges
  that:

    the Company is responsible for the adequacy and accuracy of the disclosures
      made in its filings;

     United States Securities and Exchange Commission (the
      “Commission”) staff comments or changes to our disclosure made
      in response to Commission staff comments do not foreclose the Commission
      from taking any action with respect to the Company’s filings; and

    the Company may not assert Commission staff comments as
      a defense in any proceeding initiated by the Commission or any person under
      the federal securities laws of the United States.

Dated the 23rd day of June, 2005.

    ENCORE CLEAN ENERGY, INC.

    Per:
     /s/ Daniel B. Hunter

     Daniel B. Hunter

     Chief Executive Officer, Chief Financial Officer

     and President