SecProbe.io

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<TYPE>LETTER
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<FILENAME>filename1.txt
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Securities and Exchange Commission
Mail Stop 3561
CF/AD11
100 F St. NE
Washington, DC 20549-3561

								Date September 15, 2005

Mr. George C. Platt
President and Chief Executive Officer
ViewCast.com, Inc.
17300 Dallas Parkway
Suite 2000
Dallas, TX 75248

	Re:	ViewCast.com, Inc.
      Form 10-KSB/Aor Fiscal Year Ended December 31, 2004
      Filed May 2, 2005
		File No. 0-29020

Dear Mr. Platt:

	We have reviewed your letter dated August 26, 2005 and have
the
following comment.  In our comment, we 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.

Form 10-KSB/A
Financial Statements, page F-1
Intangible Assets and Amortization, page 29

1. Please reconcile for us the carrying value of DCi of $2,420,000
at
December 31, 2004, reported in your response to comment 1, and the
total amount of DCi assets of $5,113,777 reported in Note 13.

2. Please explain to us the nature and facts and circumstances of
the
October 2004 written purchase offer. Tell us the extent of
negotiations, whether the offer was preliminary and, how the
purchaser determined the amount of the $5 million offer if known
by
management.  Also, please explain to us specifically what they
offered to purchase.  If this offer contemplated the acquiror
assuming liabilities, please explain the nature of these
liabilities
in quantified detail. If the offer did not contemplate the
assumption
of liabilities, please explain how management considered this fact
when performing step 1 of its goodwill impairment test.

*    *    *    *

      Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  Please furnish
a
letter that keys your responses to our comments and provides any
requested information.  Detailed letters greatly facilitate our
review.  Please understand that we may have additional comments
after
reviewing your responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment 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 filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; 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 filings or
in
response to our comments on your filings.

      You may contact Joseph M. Kempf, Senior Staff Accountant, at
(202) 551-3352 or Robert S. Littlepage, Accountant Branch Chief,
at
(202) 551-3361 if you have questions regarding comments on the
financial statements and related matters.  Please contact me at
(202)
551-3810 with any other questions.

								Sincerely,

								Larry Spirgel
								Assistant Director

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Mr. George C. Platt
President and Chief Executive Officer
ViewCast.com, Inc.
September 15, 2005
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