SecProbe.io

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Room 4561
      August 5, 2005

Bruce Davis
Chief Executive Officer
Digimarc Corporation
9405 SW Gemini Drive
Beaverton, Oregon 97008

Re:   	Digimarc Corporation
	Item 4.01 Form 8-K
      Filed June 20, 2005
      File No. 000-28317

Dear Mr. Davis:

      We have reviewed the above referenced filing and have the
following comment.  Please note that we have limited our review to
the matters addressed in the comment below.

	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 comment 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 June 20, 2005
1. We note that KPMG LLP will resign upon the filing of your Form
10-
Q for the quarter ended June 30, 2005.  Please note that, at such
time as the relationship has actually terminated, an additional
Item
4.01 Form 8-K will be required. The Form 8-K should address all of
the disclosures required by Item 304 of Regulation S-K and an
updated
letter from the former accountant, filed as Exhibit 16, should be
provided along with the filing.

      *******

       Please 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
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 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 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.

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

							Sincerely,

							Stephen Krikorian
							Accounting Branch Chief
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Bruce Davis
Digimarc Corporation
August 5, 2005
Page 1

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