SecProbe.io

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      					January 31, 2005

Mail Stop 0409
Via U.S. Mail and Fax (512) 692-1836

Mr. Richard Wade
President and Chief Executive Officer
Vertical Computer Systems, Inc.
201 Main Street, Suite 1175
Fort Worth, Texas 76102
Re: Vertical Computer Systems, Inc. Form 8-K/A filed on January
28,
2005

Dear Mr. Wade:

We have reviewed your filing and have the following comments.  In
our
comments, 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.

	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 on any other
aspect
of our review.  Feel free to call me at the telephone number
listed
at the end of this letter.

General

1. Please revise the Form to state whether the former accountant
resigned, declined to stand for re-election or was dismissed as
required by Item 304(a)(1)(i) of Regulation S-B.

2. Please revise to clarify whether the effective date was January
21, 2005 as disclosed in exhibit 99.1 by your former accountants
instead of January 26, 2005 you disclosed in the filing and advise
us.  Also, indicate in your disclosures whether the board of
directors or the audit or similar committee of the board of
directors
recommended or approved the decision to change accountants.  Refer
to
Item 304 (a)(1)(iii) of Regulation S-B.

Disagreements

3. Please revise to clarify the periods in which there were no
disagreements with BDO Seidman LLP on any matter of accounting
principles or practices, financial disclosures, or auditing scope
or
procedure.  For example, state whether during the registrant`s two
most recent fiscal years and any subsequent interim period through
the date of dismissal/resignation etc. that there were any
disagreements with the former accountant on any matter of
accounting
principles or practices, financial disclosures, or auditing scope
or
procedure.

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 in the filings reviewed by the staff 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.

Please provide the supplemental information requested above within
10
business days from the date of this letter.  The supplemental
information should be filed as correspondence on EDGAR.  The
amendment requested above should be filed as promptly as possible
and
should be reviewed by the newly engaged accountants before filing
with the Commission.

You may reach me at (202) 942-2913 with any questions.

						Sincerely,

						Andrew Mew
						Staff Accountant

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Vertical Computer Systems, Inc.
January 31, 2005

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