SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

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

THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): ~~February~~March 1025, 2005

WEBB INTERACTIVE SERVICES, INC.

(Exact name of registrant as specified in its charter)

Colorado

(State or other jurisdiction of incorporation)


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

1899 Wynkoop, Suite 600, Denver, CO 80202

(Address of principal executive offices and Zip Code)

(303) 308-3180

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

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 45.0102 ~~Changes~~Departure inof ~~Registrant’s~~Directors ~~Certifying~~or ~~Accountant~~Principal Officers; Election of Directors; Appointment of Principal Officers.

OnEffective ~~February~~March 1025, 2005, the ~~Audit~~board ~~Committee~~ of ~~the~~directors ~~Board~~appointed ofBarry ~~Directors of Webb Interactive~~R. ~~Services,~~Roelofs ~~Inc. (“Webb”), retained Ehrhardt Keefe Steiner & Hottman PC (“EKS&H”)~~ as ~~its~~a ~~independent~~director. ~~registered~~Mr. ~~public~~Roelofs ~~accounting~~fills ~~firm~~the tovacancy ~~audit~~on ~~Webb’s~~the ~~financial~~board ~~statements~~created ~~for~~by the ~~year~~resignation ~~ending~~of ~~December~~William ~~31, 2004~~R. ~~Ernst &~~Cullen ~~Young,~~in ~~Webb’s~~September ~~former public accounting firm, had advised Webb that it had declined to stand for re-appointment~~2004.

~~During~~Mr. ~~Webb’s~~Roelofs ~~two~~has ~~most~~served ~~recent~~as ~~fiscal years and~~ the ~~subsequent~~Data ~~interim~~Center ~~period~~Facilities ~~through~~Manager ~~February~~for 9,Pfizer ~~2005,~~Inc. itsince ~~(i)~~2004. ~~did~~He ~~not~~has ~~engage~~also ~~EKS&H~~served ~~to act~~ as ~~either~~ the ~~principal accountant~~President toand ~~audit~~owner ~~the~~of ~~Webb’s~~Roelofs ~~financial~~Trucking ~~statements~~Inc., ora Portage, asMichigan an- ~~independent~~based ~~accountant~~trucking tocompany ~~audit~~since a2003. ~~significant~~Prior ~~subsidiary~~to ofhis ~~Webb;~~employment ~~(ii)~~with ~~did~~Pfizer, ~~not~~Mr. ~~consult~~Roelofs ~~with~~served ~~EKS&H~~as onDirector ~~the application~~ of ~~accounting~~Technology ~~principles~~for toUSF aCorporation ~~specified~~from ~~transaction,~~2001 ~~either completed~~to or2003; ~~proposed,~~was oremployed ~~the~~by ~~type~~Kellogg ofCompany ~~audit~~from ~~opinion~~1995 ~~that~~through ~~might~~2001 ~~be rendered on Webb’s financial statements; and~~ (~~iii)~~including ~~did~~serving as ~~not~~Senior ~~consult~~Global ~~with~~Technology ~~EKS&H~~Manager onfrom ~~any~~1998 ~~matter~~through ~~that~~2001); ~~was~~and ~~either~~served ~~the~~as ~~subject~~Manager of aTechnology ~~disagreement~~for orUnited aParcel ~~reportable event~~Service, asInc. ~~those terms~~from ~~are~~1991 ~~defined~~through in1995. ~~Item~~Mr. ~~304(a)(1)(iv)~~Roelofs ofreceived ~~Regulation~~his S-B.A. ~~and~~degree ~~the~~in ~~related~~Finance ~~instruction~~at toWestern ~~Item~~Michigan ~~304~~University ofin ~~Regulation S-B~~1989.

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

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 has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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

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