SecProbe.io

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Room 4561
						June 23, 2005

Mr. David G. Mazzella
President and Chief Executive Officer
Veramark Technologies, Inc.
3750 Monroe Avenue
Pittsford, NY 14534

Re:	Veramark Technologies, Inc.
	Form 10-K for Fiscal Year December 31, 2004
	Filed March 28, 2005
	File No. 000-13898

Dear Mr. Mazzella:

      We have reviewed the above referenced filing and have the
following comments.  Please note that we have limited our review
to
the matters addressed in the comments below.  We may ask you to
provide us with supplemental information so we may better
understand
your disclosure.  Please be as detailed as necessary in your
explanation.  After reviewing this information, we may 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 any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 10-K for the fiscal year ended December 31, 2004

Consolidated Financial Statements

Note 1. Description of Business and Summary of Significant
Accounting
Policies

Revenue Recognition, page 36

1. Explain to us how you considered the disclosure requirements of
paragraph 12 of APB 22. In this regard, we note that you have not
specifically disclosed how you determine when each of your revenue
recognition criteria has been met in order to recognize revenue
and
your policy does not appear to address whether persuasive evidence
of
an arrangement exists. We further note that you refer to the
acceptance of your product, but do not appear to describe these
provisions in sufficient detail to clearly explain the nature of
the
provisions and their affect on your revenue recognition.

2. Your disclosure indicates that you estimate the value of post-
contract support by reference to published price lists which
"generally represent the price in which a customer could purchase
renewal contracts for such services."  Explain to us how this
represents vendor-specific objective evidence of fair value as
defined by paragraph 10 of SOP 97-2.  As part of your response,
describe the specific circumstances under which the renewal price
for
PCS differs from your published price lists.

3. Tell us more about your software customization services
referred
to on page 6 and the other services described in your revenue
recognition policy. Describe the nature of these services and
indicate whether these are offered as part of multiple-element
arrangements. If these services are offered as part of multiple-
element arrangements, explain to us how you have concluded that
the
services should be accounted for separately. Refer to paragraphs 7
and 63 to 71 of SOP 97-2 for further guidance.

4. Tell us more about the services offered by your outsourcing
team
that you indicate are "hosted." Describe these services and the
material terms of the related arrangements. Explain how you
recognize
these revenues and support your policy by referring to the
applicable
accounting literature. In addition, indicate how your current
revenue
recognition policy disclosures address these services.

5. We note that you use resellers to sell certain products.  Tell
us
about your revenue recognition policies for transactions with
resellers, distributors or others who are not end-users.  In this
regard, describe any return, price protection, rotation or similar
rights you offer.  Explain how your revenue recognition policy
disclosures reflect any such rights.

	As appropriate, please amend your filing and respond to these
comments within 10 business days or tell us when you will provide
us
with a response.  Please submit all correspondence and
supplemental
materials on EDGAR as required by Rule 101 of Regulation S-T.  You
may wish to provide us with marked copies of any amendment to
expedite our review.  Please furnish a cover letter with any
amendment that keys your responses to our comments and provides
any
requested information.  Detailed cover letters greatly facilitate
our
review.  Please understand that we may have additional comments
after
reviewing any amendment and your responses to our comments.

	 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 comments, 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.

	You may contact Christine Davis, Staff Accountant, at (202)
551-
3408, Mark Kronforst, Review Accountant at (202) 551-3451 or me at
(202) 551-3730 if you have questions regarding these comments.

Sincerely,

      Craig Wilson
							Senior Assistant Chief
Accountant
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Mr. David G. Mazzella
Veramark Technologies, Inc.
June 23, 2005
Page 3

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