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

     O’Neill Law Group PLLC

     435 Martin Street, Suite 1010

     Blaine, WA  98230

    Stephen F.X. O’Neill*

      Christian I. Cu**

      Conrad Y. Nest*

     Telephone:
     360-332-3300

     Facsimile:
     360-332-2291

     E-mail:
     cic@stockslaw.com

     File #4329

    November 14, 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: Wilson K. Lee, Staff Accountant

Dear Sirs:

    RE:
    ENCORE CLEAN ENERGY, INC.

    -
    SEC File Number 000-26047

    -
    Form 10-KSB for the year ended December 31, 2004

We write on behalf of Encore Clean Energy, Inc. (“Encore”)
  in response to your comment letter dated October 28, 2005 regarding Encore’s
  above-referenced Form 10-KSB 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 10-KSB.

FORM 10-KSB

    1.
    WE NOTE YOU OBTAINED 60% OWNERSHIP OF THE WORLD,
        WIND AND WATER ENERGY LLC. TELL US HOW YOU ACCOUNTED FOR YOUR INVESTMENT
        IN WORLD, WIND AND WATER ENERGY LLC AND YOUR BASIS IN GAAP FOR THIS TREATMENT.

      World, Wind and Water Energy LLC (the “LLC”)
        was formed on December 17, 2004. However, although the LLC Agreement was
        in negotiation at this time, the final agreement was not completed or
        signed until January 14, 2005. (See Encore’s Current Report on Form
        8-K filed with the SEC on January 19, 2005.) As the Company did not acquire
        its interest in the LLC before December 31, 2004, Note 2 to the financial
        statements disclosed only the formation of the LLC and Encore’s
        intentions with respect to the LLC. There was no consolidation or other
        transactional accounting for the LLC as Encore had not acquired its interest
        in the LLC, and the LLC had not undertaken any financial transactions,
        on or before December 31, 2004.

    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: Wilson K. Lee

    2.
    WE NOTE YOU HAVE A $375,000 6% CONVERTIBLE NOTE
        WITH A CONVERSION FEATURE THAT ALLOWS CONVERSION INTO COMMON STOCK AT
        A SHARE PRICE OF $0.50. TELL US HOW YOU ACCOUNTED FOR THE CONVERSION FEATURE
        AND YOUR BASIS IN GAAP FOR THIS TREATMENT.

    In accordance with EITF 98-5, the market price of
        Encore’s common stock at the date of the agreement was less than
        the conversion price of the options. Therefore no beneficial conversion
        option existed and the convertible note was classified as debt at its
        face value.

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,

/s/ Christian I. Cu

CHRISTIAN I. CU

CIC/reg

    cc:
    Encore Clean Energy, Inc.

      Attn: Mr. Daniel B. Hunter, President