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

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

     Blaine, WA  98230

     Stephen F.X. O’Neill*
     Telephone:
     360-332-3300

     Christian I. Cu**
     Facsimile:
     360-332-2291

     Conrad Y. Nest*
     E-mail:
     cic@stockslaw.com

    File #4329

     August 3, 2005

 VIA EDGAR &

  FAX: 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.

-

SEC File Number 000-26047

-

Item 4.02 Form 8-K filed May 16, 2005

 We write on behalf of Encore Clean Energy, Inc. (“Encore”)
  in response to your comment letter dated July 19, 2005 regarding Encore’s
  above-referenced Form 8-K filing (the “Comment Letter”).

 Our responses herein are based on the factual information
  provided to us by Encore. 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.
     WE HAVE CONSIDERED YOUR RESPONSE TO OUR
        PREVIOUS COMMENT. WE ARE STILL UNSURE HOW YOU HAVE DETERMINED
        THAT YOUR INTERNAL CONTROLS OVER FINANCIAL REPORTING WERE OPERATING EFFECTIVELY
        AS OF THE DATES NOTED IN LIGHT OF YOUR RESTATEMENT. PLEASE
        TELL US HOW YOU HAVE EVALUATED THE INTERNAL CONTROL WEAKNESS THAT LEAD
        TO YOUR RESTATEMENT WITHIN THE CONTEXT OF PCAOB AS#2.
        REFER TO PARAGRAPH 140 OF PCAOB AS#2
        IN YOUR RESPONSE.

       In response to this comment, Encore asserts that its
        internal controls surrounding non-routine and non-systematic transactions
        were in place and working effectively at the time of the omission. However,
        one isolated transaction had not been identified through those controls
        as that transaction occurred in the then recently acquired subsidiary
        company where the transaction had not been recorded in the subsidiary's
        records. As a

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: Robert F. Telewicz, Jr.

    result, consistent with the accounting by the predecessor
        company, Encore did not record the transaction in the appropriate period.

       As a result of the restatement, Encore has established
        policies for newly acquired companies consistent with the policies of
        the parent company that all non-routine transactions (particularly in
        relation to mergers and takeovers) have an independent third party review
        all documentation, contracts, clauses, agreements and financial information,
        etc. This will ensure that all non-routine and non-systematic transactions
        are captured and accounted for appropriately.

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

     cc:
     Encore Clean Energy, Inc.

     Attn: Mr. Daniel B. Hunter, President