Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Howson David
   2. Issuer Name and Ticker or Trading Symbol
ACCELR8 TECHNOLOGY CORP [ACLY.OB] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President
(Last)
(First)
(Middle)
303 EAST 17TH AVENUE #108		 3. Date of Earliest Transaction (Month/Day/Year)
03/30/2005
(Street)

DENVER, CO 80203		 4. If Amendment, Date Original Filed(Month/Day/Year)
05/27/2004		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Common Stock Option $ 2.25 03/16/2005   J(1)     25,000   (1)   (1) Common Stock 25,000 $ 0 0 D  
Common Stock Option $ 2.25 03/16/2005   J(1)     25,000   (1)   (1) Common Stock 25,000 $ 0 0 D  
Common Stock Option $ 2.57 03/16/2005   A   225,000   03/16/2005 03/16/2015 Common Stock 225,000 $ 0 0 D  
Common Stock Option $ 2.57 03/16/2005   A V 75,000     (2) 03/16/2015 Common Stock 75,000 $ 0 300,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Howson David
303 EAST 17TH AVENUE #108
DENVER, CO 80203		       President  

Signatures

 /s/ David Howson   03/30/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) On March 16, 2005, David Howson agreed to cancel his 50,000 stock options granted to him under Accelr8 Technology Corporation's Non-Qualified Stock Option Plan in consideration for the grant by the Board of Directors of 50,000 stock options under the Corporation's 2004 Omnibus Stock Option Plan with no value received. Further, the Board of Directors on this date granted Howson an additional 175,000 options.
(2) The 75,000 stock options shall vest if and only if prior to the expiration date of the Options, Accelr8 Technology Corporation closes on a transfer for the sale of the Corporation's assets or the acquisition of the Corporation in which the Corporation's shareholders receive aggregate consideration at closing equal to or greater than $250,000,000.

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