SecProbe.io

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Room 4561
				July 20, 2005

Mr. Dennis H. Bunt
Chief Financial Officer
Authentidate Holding Corp.
2165 Technology Drive
Schenectady, NY 12308

RE:	Authentidate Holding Corp.
	Form 10-K for Fiscal Year Ended June 30, 2004
		Form 10-Q for the Fiscal Quarter Ended March 31, 2005
		File No. 000-20190

Dear Mr. Bunt:

      We have reviewed your response letter dated June 30, 2005
and
have the following additional 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 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 Fiscal Year Ended June 30, 2004

Consolidated Financial Statements

Note 1. Summary of Significant Accounting Policies, page F-7

Revenue Recognition and Warranty Provisions, page F-10

1. We have read your response to prior comment number 1 and note
that
customers can purchase separate support and maintenance for your
DocStar software products. We further note that you do not believe
a
support arrangement and the related DocStar software license
represent separate elements of a single multiple-element
arrangement.
Please clarify for us the basis for your belief.  As part of your
response, tell us how you considered the guidance in AICPA
Technical
Practice Aid 5100.39.

2. We have considered your responses to prior comment numbers 2
and 5
and it remains unclear as to why you believe that your Trac Med
arrangements are subject to SOP 97-2. Please explain to us how you
considered paragraph 2 and footnote 2 of SOP 97-2 in determining
that
these arrangements involve the selling or licensing software. In
addition, explain to us how you considered EITF 00-3 that provides
guidance regarding whether your customers are purchasing software
or
merely a right to use your software.

3. We have read your response to prior comment number 3 and note
that
certain Trac Med arrangements may include professional services
such
as custom programming. You indicate that you recognize revenue
related to these services upon delivery and acceptance by the
customer. Please explain to us how you were able to conclude that
these services can be accounted for separately from the ongoing
service.  As part of your response, provide reference to the
applicable accounting literature that you relied on in arriving at
your conclusion.

4. We have read your response to prior comment number 5.   Your
response does not appear to explain why you have not provided the
disclosures referred to in the comment or specifically address how
you considered the disclosure requirements of paragraph 12 of APB
No.
22 as it relates to your revenue recognition policy. Please
provide
an expanded response to prior comment number 5 that addresses
these
issues.

Note 18.  Private Debt Offerings, page F-28

5. We have read your response to prior comment number 8.  Based on
this response, it does not appear that you allocated the proceeds
of
the transactions based on the relative fair value method in
accordance with paragraph 16 of APB 14.  Rather, it appears that
you
determined the fair value of the warrants and then allocated the
residual proceeds to the debt.  Please tell us how your accounting
complies with paragraph 16 and explain to us how you determined
the
fair value of the stock used in your current calculations.

Form 10-Q for Fiscal Quarter Ended March 31, 2005

Consolidated Financial Statements

Note 8.  Marketable Securities, page 10

6. We have read your response to prior comment number 13.  Due to
the
quantitative materiality and the fact that your auction rate
securities do not meet the definition of cash equivalents under
paragraphs 8 and 9 of SFAS 95, please amend your fiscal 2004 Form
10-
K. In this amendment, you should correct each historical balance
sheet and statement of cash flows affected and the correction may
be
characterized as a reclassification. The amendment should also
include the following:
* Footnote disclosure explaining why the reclassification was made
(i.e., to comply with SFAS 95) and clearly describing the impact
on
the financial statements;
* Disclosure regarding this reclassification under Items 307 and
308(c) of Regulation S-K. If you determine that disclosure is not
necessary, explain to us why; and
* Footnote disclosure explaining the basis for the current or non-
current classification of the securities in accordance with
paragraph
17 of SFAS 115 and Chapter 3A of ARB 43.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations

Critical Accounting Policies and Estimates - Judgments and
Estimates,
page 17

7. Your response to prior comment number 12 indicates that you
will
expand your disclosures of Critical Accounting Policies and
Estimates
in future filings.  Please tell us how you expect to expand these
disclosures.

Item 4.  Controls and Procedures, page 26

8. We have read your response to prior comment number 15.  Please
explain to us any changes you made to your disclosure controls and
procedures to remedy the concerns noted in the letter sent to your
Board of Directors by your Chief Financial Officer on April 15,
2005.
In addition, explain to us how you were able to conclude that your
disclosure controls and procedures were effective prior to making
these changes, or as of March 31, 2005.

       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.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested supplemental information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

	You may contact Christine Davis, Staff Accountant, at (202)
551-
3408, Mark Kronforst, Senior Staff Accountant, at (202) 551-3451
or
me at (202) 551-3489 if you have questions regarding these
comments.

Very truly yours,

      Brad Skinner
							Accounting Branch Chief
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Mr. Dennis H. Bunt
Authentidate Holding Corp.
July 20, 2005
Page 4

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