SecProbe.io

Mail Stop (Room 4561)
June 8, 2006

Andrew J. Kandalepas
Chief Executive Officer
Dauphin Technology, Inc.
1014 E. Algonquin Road
Suite 111
Schaumburg, Illinois 60173

Re:    Dauphin Technology, Inc.
 Item 4.01 Form 8-K
Filed May 15, 2006
File No. 033-21537-D

Dear Mr. Kandalepas:

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

 Please understand that the purpose of our re view 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.

Item 4.01 Form 8-K filed on May 15, 2006
1. In accordance with Regulation S-K Item 304(a)(1)(i), revise your disclosures to state whether Tanner LC resigned, declin ed to stand for re-election or was
dismissed and the date thereof.  It is not  sufficient to state that the Company is
“terminating the client-auditor relationship”  as the wording is unclear to a reader.

Andrew J. Kandalepas
Dauphin Technology, Inc.
June 8, 2006 Page 2

   *******

As appropriate, please amend your filing and respond to these comments within
five 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 cove r 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 resp onsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an info rmed decision.  Since the company and its
management are in possession of all facts re lating 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 adequ acy 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 federa l 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 Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.

 If you have any questions, please call Morgan Youngwood at (202) 551-3479,
Tammy Tangen at (202) 551-3443, or myself at (202) 551-3730.

       S i n c e r e l y ,

       Stephen Krikorian
       A c c o u n t i n g  B r a n c h  C h i e f