I don't think this is worth LA-0. Incorporeality is a big deal, and actually having constitution will do a *lot* to improve the survivability of a creature who's already immune to most nonmagical things, to mind-affecting effects, and who stacks total concealment (no targetting, so none of the most threatening spells) on top of incorporeality miss chance. And it's offensively not bad at all either. Blindsight means it can surround itself with Deeper Darkness at all time without much drawback (just go halway through the ground to hide the Deeper Dark item if need be), 30ft flying is average and dealing 1d6 to both dexterity and constitution is a surefire way to take down almost any enemy in a few rounds, especially with Improved Natural Weapon. I can see the Film of Night becoming a fine Incarnum user. LA+0