SecProbe.io

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Room 4561
						September 2, 2005

Mr. Gerald J. Burnett
Chief Executive Officer
Avistar Communications Corporation
555 Twin Dolphin Drive
Suite 360
Redwood Shores, CA  94065

Re:	Avistar Communications Corporation
	Form 10-K for Fiscal Year Ended December 31, 2004
	Filed March 25, 2005
	File No. 000-31121

Dear Mr. Burnett:

      We have reviewed the above referenced filings 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 December 31, 2004

Item 9a.  Controls and Procedures, page 43
1. We note your disclosure that "our Chief Executive Officer and
our
Chief Financial Officer have concluded that our disclosure
controls
and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under
the
Securities Exchange Act of 1934 (the Exchange Act)) are effective
to
ensure that information required to be disclosed by us in reports
that we file or submit under the Exchange Act is recorded,
processed,
summarized and reported within the time periods specified in the
Securities and Exchange Commission rules and forms."  Please
clarify
whether your officers concluded that your disclosure controls and
procedures are also effective to ensure that the information
required
to be disclosed by the Company in reports that it files under the
Exchange Act is accumulated and communicated to your management,
including your Chief Executive Officer and Chief Financial
Officer,
to allow timely decisions regarding the required disclosure.  We
refer you to Exchange Act Rule 13a-15(e).  Tell us what
consideration
you gave to including this information in your disclosures under
Item
9A.

Note 2.  Summary of Significant Accounting Policies

Cash and Cash Equivalents and Short-term Investments, page F-9
2. We note that you reclassified certain auction rate securities
from
cash and cash equivalents to short-term investments in 2003 and it
appears that this change was made in order to comply with existing
generally accepted accounting principles (i.e. SFAS 95). Tell us
what
consideration you gave to disclosing the reasons for this change
and
the amounts reclassified in your Consolidated Balance Sheets and
Consolidated Statement of Cash Flows. In addition, tell us how you
considered this change when evaluating the effectiveness of your
disclosure controls and procedures and your disclosures under Item
308(c) changes in internal controls over financial reporting.
3. Tell us whether you held investments in auction rate securities
in
fiscal 2002, and if so, what consideration you gave to making the
same reclassifications in your 2002 cash flow statement.

Revenue Recognition, page F-11
4. We note from your revenue recognition policy disclosure that
when
the Company provides installation services, the product and
installation revenue is recognized upon completion of the
installation process and receipt of customer confirmation.  Tell
us
the following as it relates to your arrangements that include
installation of "product":

a. Describe the installation services you provide to customers and
the period over which installation services are provided from the
date of shipment of your "product";

b. How (if) you have determined the fair value of your
installation
services;

c. When you refer to "products" are you referring to more than one
product or service? If so, tell us the nature of the arrangements
that include these multiple elements, how you recognize revenue
and
determine fair value for each element and the authoritative
accounting literature you apply in accounting for these
arrangements;

d. Explain what you mean by "customer confirmation" and whether
uncertainty exists   about receiving "customer confirmation".

Also, tell us how you have considered disclosing this information
in
your revenue recognition policy.

Note 8.  Legal Proceedings, page F-21
5. We note your disclosures regarding the 2002 settlement of your
patent infringement suit against Polycom, Inc.  Clarify for us the
following relating to the Settlement Agreement and Patent Cross-
License Agreement:
a. The amount of total cash proceeds received from Polycom (i.e.
$27.5 million or $21.1 million);
b. How you accounted for the $6.4 million of legal expenses;
c. Explain why all the proceeds from the settlement were recorded
as
prepaid license fees under the Cross-License Agreement.  In this
regard tell us why no value was assigned to the settlement of
claims
against Polycom;
d. Describe more fully the nature and terms of the Agreements
relating to, what appears to be, an exchange of similar non-
monetary
items (i.e. both parties are entitled to make use of the other`s
patent portfolio for a specified period of time),   including
information about the technologies subject to the agreement and
your
accounting treatment of the exchange transaction.   Specifically
address how you assessed the fair value of the technologies
exchanged.

In your response, provide any additional information that supports
your accounting for the Settlement Agreement and Patent Cross
License
Agreement.

******

      Please 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
information.  A detailed cover letter greatly facilitates 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 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 April Coleman, Staff Accountant, at (202)
551-
3458, Thomas Ferraro, Senior Staff Accountant, at (202) 551-3225
or
me at (202) 551-3499 if you have questions regarding these
comments.

Sincerely,

      Kathleen Collins
							Accounting Branch Chief
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Mr. Gerald J. Burnett
Avistar Communications Corporation
September 2, 2005
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