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April 19, 2005

Mail Stop:  4-6

Mr. Mark A. Serway
Senior Vice President and Chief Financial Officer
Paradigm Holdings, Inc.
2600 Tower Oaks Blvd, Suite 500
Rockville, MD 20852

Re:	Item 4 Form 8-K filed March 30, 2005

Dear Mr. Serway:

We have reviewed your filing and have the following comments.
Where
indicated, we think you should revise your document in response to
these comments.  If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a revision is
unnecessary.
Please be as detailed as necessary in your explanation.  In some
of
our comments, we may ask you to provide us with supplemental
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.

Please understand that the purpose of our review process is to
assist
you in your compliance with the applicable disclosure requirements
and to enhance the overall disclosure in your filing.  We look
forward to working with you in these respects.  We welcome any
questions you may have about our comments or on any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

1. We note in your Exhibit 16.1 that the date of the accountants
letter and their reference to the date of your Item 4 8-K is
inconsistent with the dates included in your Item 4 8-K.  Please
obtain and file an updated letter from your former accountant or
tell
us why an updated letter is not necessary.

General

We urge all persons who are responsible for the accuracy and
adequacy
of the disclosure in the filing reviewed by the staff to be
certain
that they have provided all information investors require for an
informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

In connection with responding to our comment, please provide, in
writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filing or in response to
our comments on your filing.

Please file your supplemental response and amendment via EDGAR in
response to these comments within 10 business days of the date of
this letter.  Please note that if you require longer than 10
business
days to respond, you should contact the staff immediately to
request
additional time.  Any questions regarding the above should be
directed to me at (202) 824-5355, or in my absence, to Robert
Benton
at (202) 942-1811.

Sincerely,

Patrick Gilmore, CPA
Staff Accountant
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Mark A. Serway
Paradigm Holdings, Inc.
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