SecProbe.io

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<TYPE>LETTER
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      							October 12, 2005

Via U.S. Mail and Fax (912)-598-8776
Mr. Stephen D. Barnhill, MD
Chief Executive Officer
Health Discovery Corporation
1116 South Old Temple Road
Lorena, TX  76655

	RE:	Health Discovery Corporation
      Form 10-KSB for the fiscal year ended December 31, 2004 as
amended
      Filed September 27, 2005

		File No. 333-62216

Dear Mr. Barnhill:

      We have reviewed the above referenced filing and have the
following comments.  As noted in our comment letter dated May 16,
2005, we have limited our review to your financial statements and
related disclosures and do not intend to expand our review to
other
portions of your documents. Where indicated, we think you should
revise your documents in response to these comments.  If you
disagree, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with 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 any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 10-KSB for the year ended December 31, 2004

Note K- Stockholders` Equity, page F-16

1. We note that you are required to register the shares underlying
the warrants issued in connection with the private placements in
2004
and 2005. We also note that if the registration statement is not
declared effective within 120 days of March 10, 2005 you are
required
to issue additional shares and warrants equal to one percent of
the
number of shares and warrants purchased by such participants for
each
30-day period beginning on the 121st day until the registration
statement is declared effective and that beginning September 7,
2005,
the number of shares and warrants to be issued will increase from
one
percent to two percent for each 30-day period until the
registration
statement is declared effective. Therefore, we believe that under
paragraph 20 of EITF 00-19, it is not appropriate to assume net-
share
settlement as the number of shares required to pay the penalty is
essentially indeterminate. Accordingly net-cash settlement should
be
assumed. In view of that we believe that you should amend your
financial statements as follows:

* Classify the warrants as a liability, initially measured at fair
value with subsequent changes in fair value reported in earnings
as
long as the warrants remain classified as liabilities.

* Classify all previously issued warrants and options to non-
employees as a liability.  This is due to the fact that as a
result
of the issuance of the warrants in the private offering, it is not
appropriate to assume that you will have an enough number of
authorized and unissued shares to shares to settle the contract.

Please revise or advise.

*    *    *    *
      Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  You may contact
Gopal Dharia, Staff Accountant, at (202) 551-3353 or Ivette Leon,
Assistant Chief Accountant, at (202) 551-3351 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. Stephen D. Barnhill, MD
Health Discovery Corporation
October 12, 2005
Page 2

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

         DIVISION OF
CORPORATION FINANCE

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