UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. ~~20539~~20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF

TOTHE ~~SECTION~~SECURITIES 13EXCHANGE ~~OR 15(d)~~ ACT OF ~~THE~~1934

~~SECURITIES~~Date ~~EXCHANGE~~of ~~ACT~~report OF(Date ~~1934~~of earliest event reported): February 10, 2005

~~Date~~WEBB ~~of report~~INTERACTIVE ~~(Date of earliest event reported): September 23~~SERVICES, ~~2004~~INC.

~~Webb~~(Exact ~~Interactive~~name ~~Services,~~of ~~Inc.~~registrant as specified in its charter)

(Exact Name of Registrant as Specified in its Charter)

Colorado

(State or ~~Other~~other ~~Jurisdiction~~jurisdiction of ~~Incorporation~~incorporation)


0-28462		84-1293864
(Commission File Number)		(IRS Employer Identification No.)

1899 Wynkoop, Suite 600, Denver, CO 80202

~~Denver,~~(Address COof ~~80202~~principal executive offices and Zip Code)

(Address of Principal Executive Offices and Zip Code)

(303) 308-3180

(Registrant’s ~~Telephone~~telephone ~~Number~~number, ~~Including~~including ~~Area~~area ~~Code~~code)

~~Check~~(Former ~~the~~name ~~appropriate~~or ~~box~~former ~~below~~address, if ~~the~~changed ~~Form~~since ~~8-K~~last ~~filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the~~report) ~~following provisions:~~

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 54.0201 ~~Departure~~Changes ofin ~~Directors~~Registrant’s orCertifying ~~Principal~~Accountant ~~Officers; Election of Directors; Appointment of Principal Officers.~~

~~William~~On R.February ~~Cullen~~10, ~~resigned~~2005, asthe ~~Chief~~Audit ~~Executive~~Committee ~~Officer~~of ~~and~~the ~~Chief~~Board ~~Financial Officer~~ of ~~registrant,~~Directors ~~effective~~of ~~September~~Webb 23Interactive Services, ~~2004~~Inc. ~~Mr.~~(“Webb”), ~~Cullen~~retained ~~also~~Ehrhardt ~~resigned~~Keefe Steiner & Hottman PC (“EKS&H”) as aits ~~director~~independent ofregistered ~~registrant~~public ~~and~~accounting offirm ~~Jabber~~to audit Webb’s financial statements for the year ending December 31, ~~Inc~~2004. Ernst & Young, ~~registrant~~Webb’s ~~43%~~former ~~owned~~public ~~subsidiary~~accounting firm, ~~also~~had ~~effective~~advised ~~September~~Webb ~~23,~~that ~~2004~~it had declined to stand for re-appointment.

During Webb’s two most recent fiscal years and the subsequent interim period through February 9, 2005, it (i) did not engage EKS&H to act as either the principal accountant to audit the Webb’s financial statements or as an independent accountant to audit a significant subsidiary of Webb; (ii) did not consult with EKS&H on the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on Webb’s financial statements; and (iii) did not consult with EKS&H on any matter that was either the subject of a disagreement or a reportable event, as those terms are defined in Item 304(a)(1)(iv) of Regulation S-B and the related instruction to Item 304 of Regulation S-B.

During the two fiscal years ended December 31, 2003 and the subsequent interim period through February 9, 2005, there were no disagreements with Ernst & Young on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Ernst & Young, would have caused it to make reference to the subject matter of the disagreement in connection with its reports. Furthermore, Ernst & Young’s audit reports for the two most recently completed fiscal years did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles. In addition, during the Company’s two most recent fiscal years and subsequent interim periods, no reportable events, as defined in Item 304(a)(1)(iv)(B) of Regulation S-B, occurred.

A letter from Ernst & Young regarding its concurrence with these statements is attached hereto as Exhibit 16.1.

Item 9.01. Financial Statements and Exhibits

(c)

Exhibits:

16.1

Letter from Ernst & Young LLP to the Securities and Exchange Commission dated February 10, 2005.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~registrant~~Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	WEBB INTERACTIVE SERVICES, INC.
Dated: February 15, 2005	WEBB INTERACTIVE SERVICES, INC.
Date: September 28, 2004
	By:	/s/ Lindley S. Branson
	/s/ Lindley S. Branson
		Lindley S. Branson
	Lindley S. Branson
	Its:	Vice President and General Counsel
	Vice President/General Counsel

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