SecProbe.io

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Room 4561
				October 12, 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, 2005
		Filed September 13, 2005
			File No. 000-20190

Dear Mr. Bunt:

      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 June 30, 2005

Item 9A.  Controls and Procedures

Changes in Internal Control Over Financial Reporting, page 52

1. We note your disclosure that "except as described above,
management concluded that there has been no change in our internal
control over financial reporting during the fourth quarter of
fiscal
2005."  Please explain to us how you considered the guidance in
Item
308(c) of Regulation S-K.  In this regard, your disclosure should
indicate, if true, that there were changes in your internal
control
over financial reporting that occurred during the quarter that
have
materially affected, or are reasonably likely to materially
affect,
your internal control over financial reporting.

2. You disclose that a control system "can provide only
reasonable,
not absolute, assurance" that the objectives of the control system
are met.  Please tell us whether your disclosure controls and
procedures are designed to provide reasonable assurance of
achieving
their objectives and whether your chief executive officer and
chief
financial officer concluded that your disclosure controls and
procedures are effective at that reasonable assurance level.  In
addition, explain to us how you complied with the guidance in
Section
II.F.4 of SEC Release No. 33-8238.

3. We note that you have reconsidered your positions with respect
to
certain accounting policies in connection with our review of your
filings.  For example, you have revised your position related to
whether multiple-element arrangements exist in your DocStar
offerings
and you acknowledged that SOP 97-2 does not apply to your Trac Med
arrangements. Notwithstanding that your revisions did not
materially
affect your historical financial statements, it appears to us that
decisions related to whether multiple-elements exist or the
appropriate revenue recognition literature to apply to your
arrangements are of a fundamental nature and your revised
positions
represent corrections to the accounting policies and practices
that
will be applied to future arrangements. Please explain to us how
you
and your auditors considered the fact that such revisions were
required subsequent to June 30, 2005 when reporting that your
internal controls over financial reporting were effective as of
that
date.

Financial Statements

Notes to Consolidated Financial Statements

Summary of Significant Accounting Policies

Goodwill, page F-10

4. Please explain to us how you determined that the remaining
goodwill and intangible asset balances were not considered
impaired
at June 30, 2005.  In view of the fact that the goodwill
impairment
in the Authentidate reporting unit was a result of decreased
forecasts in that unit, please address the fact that the AG
reporting
unit has generated significant operating losses and contrast how
the
AG unit performed against forecasts. In addition, please note that
any impairment of software development costs should be classified
as
cost of sales.

Revenue Recognition, page F-11

5. Please explain to us how the "fair value of each element if
they
are not sold separately" constitutes VSOE as you appear to
indicate
in the first paragraph of your revenue recognition policy.

6. Please tell us more about the new transaction-based product you
offer in the Security Software Solutions Segment.  You indicate
that
unused transactions may be carried over if the customer renews
their
contract for an additional year.  Please tell us whether the
unused
amounts are refunded if customers do not renew and explain to us
how
you recognize this revenue. Refer to the authoritative guidance
that
supports your accounting.

       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, Senior Staff Accountant, at (202) 551-3451
or
me at (202) 551-3730 if you have questions regarding these
comments.

Very truly yours,

      Craig Wilson
							Senior Assistant Chief
Accountant
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Mr. Dennis H. Bunt
Authentidate Holding Corp.
October 12, 2005
Page 4

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