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CORRESP
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      Response to SEC Comments

    Powell
      Goldstein, LLP

    One
      Atlantic Center

    Fourteenth
      Floor

    1201
      West
      Peachtree Street, NW

    Atlanta,
      GA 30309-3488

    Tel:
      404-572-6600

    Fax:
      405-572-6999

    November
      11, 2005

    Via
      EDGAR and Overnight Delivery

    For
      Commission Use Only

    Larry
      Spirgel

    Division
      of Corporation Finance

    United
      States Securities and Exchange Commission

    450
      Fifth
      Street, N.W.

    Washington,
      D.C. 20549-0308

              Re:

              Health
                Discovery Corporation

              Form
                10-KSB/A FYE 12/31/04

              File
                No. 333-62216

    Dear
      Mr.
      Spirgel:

    Thank
      you
      for your comment letter, dated October 12, 2005, issued by the staff of the
      Division of Corporation Finance with respect to the Form 10-KSB/A referenced
      above with respect to Health Discovery Corporation (the “Company”). On behalf of
      the Company, our client, we have prepared this reply to the comment letter
      and
      to questions raised in our subsequent conversations with Gopal Dharia, Yvette
      Lyon and Carlos Bacho.

    For
      your
      convenience, we have copied the comment into this letter and included the
      response below.

    Comment:

    Note
      K-Stockholders' Equity, page F-16

    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:

        Larry
          Spirgel

        United
          States Securities and Exchange Commission

        November
          11, 2005

        Page
          2

              ·

              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.

    Response:

    To
      recall
      the facts, the Company raised approximately $3.7 million in two different but
      similar private placements, beginning in the fall of 2004 and concluding in
      March, 2005. Each placement was comprised of a unit, consisting of one share
      of
      common stock and one warrant to acquire a share of common stock. With respect
      to
      the second private placement, each securities purchase agreement was an
      independent agreement and not dependent on any other. There was no minimum
      amount of funds that the Company had to obtain or put into escrow before the
      purchases were binding. Substantially all of the purchase agreements were
      identical. However, the final 7 investors (the “Investors”) negotiated
      liquidated damages that obligated the Company to issue shares of unregistered
      common stock if the Company did not file a registration statement within 60
      days
      and if that registration was not declared effective within 120 days. These
      7
      investors purchased 6,812,500 shares and an equal number of warrants. All 7
      of
      these sales occurred in the first quarter of 2005. The Company has satisfied
      the
      first obligation - to file the registration statement; however, the registration
      statement has not been declared effective due to the accounting concerns raised
      by the Staff in connection with the review of the Company’s 10-K/A. Accordingly,
      the Company continues to satisfy the liquidated damages obligation. As we have
      discussed with representatives of the Staff on several telephone calls,
the
      Company was asked to address two different concepts with respect to these
      liquidated damages.

    Indeterminate
      Number of Shares

    The
      first
      issue representatives of the Staff raised was whether the number of shares
      to be
      issued as liquidated damages was indeterminate thereby requiring an adjustment
      to the financial statements under EITF 00-19. The Company believes that based
      on
      the wording of the contracts, the maximum number of shares it might be required
      to issue is determinable.

    The
      Company must issue shares with respect to both the shares and warrants purchased
      as set forth in Section 3.1, which states:

    The
      Company shall:

              a.

              subject
                to receipt of necessary information from the Purchasers after prompt
                request from the Company to the Purchasers to provide such information,
                (i) use its best efforts to prepare and file with the SEC, within
                60 days
                after the close of the Offering (the “Final Closing Date”), a registration
                statement on Form SB-2 (the “Registration Statement”) to enable the
                public, unrestricted resale of the Shares and the Warrant Shares
                (and
                shall include in the Registration Statement or promptly file
                an

        Larry
          Spirgel

        United
          States Securities and Exchange Commission

        November
          11, 2005

        Page
          3

    amendment
      to the Registration Statement to register, as appropriate, any additional Shares
      or Warrant Shares issued pursuant to Section 3.1(a)(ii) or (iii) or Section
      4.6)
      by the Purchasers from time to time, and shall use its best efforts to ensure
      that the Registration Statement is declared effective within 120 days of the
      Final Closing Date, and (ii) in the event that the Registration Statement is
      not
      filed within 60 days of the Final Closing Date or declared effective by the
      Securities and Exchange Commission (the “SEC”) within 120 days of the Final
      Closing Date, then the number of Shares and the number of Warrant Shares sold
      to
      the Purchaser pursuant to this Agreement shall be increased by one percent
      (1%)
      for each 30-day period beginning on the 121st
      day
      after the Registration Statement was to be filed or declared effective until
      the
      Registration Statement is filed or declared effective, as the case may be,
      and
      (iii) in the event that the Registration Statement is not declared effective
      by
      the Securities and Exchange Commission within 181 days of the Final Closing
      Date, then the number of Shares and the number of Warrant Shares sold to the
      Purchaser pursuant to this Agreement shall be increased by two percent (2%)
      for
      each 30-day period beginning on the 181st
      day
      after the Final Closing Date until the Registration Statement is declared
      effective. All Shares and the replacement Warrant(s) to effect Section
      3.1(a)(ii) or (iii) will be delivered within ten days of each
      delinquency.

    The
      Company’s obligation to satisfy the registration statement expires once the
      shares are sold or when there are no longer any transfer restrictions under
      the
      Securities Act. Section 3.3, entitled “Termination of Conditions and
      Obligations,” states:

    The
      conditions precedent imposed by Section 2.2 or this Article III upon the
      transferability of the Shares and the Warrant Shares shall cease and terminate
      as to any particular number of Shares and Warrant Shares when such shares shall
      have been effectively registered under the Securities Act and sold or otherwise
      disposed of in accordance with the intended method of disposition set forth
      in
      the Registration Statement covering such shares or at such time as an
      opinion of counsel reasonably satisfactory to the Company shall have been
      rendered to the effect that such conditions are not necessary in order to comply
      with the Securities Act. (Emphasis added).

    Because
      the obligation has a temporal limitation and the formula for computing the
      liquidated damages is a function of the passage of time (unlike the example
      in
      EITF 00-19 para. 22), the Company can compute the maximum number of shares
      it
      may be required to issue under Section 3.1.

    The
      determination of how long the liquidated damages continue differs for the shares
      and warrants. With respect to the shares, an opinion of counsel that the shares
      are not subject to Securities Act restrictions can be issued once the two year
      holding period has lapsed. Accordingly, the maximum number of shares required
      to
      be issued pursuant to Section 3.1 of the Securities Purchase Agreement is
      2,588,750 shares.

        Larry
          Spirgel

        United
          States Securities and Exchange Commission

        November
          11, 2005

        Page 4

      The
        warrants issued in the Company’s Round II Private Placement expire on December
        31, 2008. Assuming the warrant holder exercises his warrant at the latest
        date
        possible, or December 31, 2008, in accordance with Rule 144, the warrant
        holder
        would be required to hold the newly exercised shares for an additional two
        years
        before he can freely sell or transfer the shares. Thus, the maximum amount
        of
        time the
        Company would be obligated to issue penalty shares as specified in Section
        3.1
        of the Securities Purchase Agreement would be through December 31, 2010 and
        the
        maximum number of shares required to be issued would be 7,221,250. (The attached
        spreadsheet illustrates the computation for both the shares and warrants.)

    The
      maximum number of shares implicated by the liquidated damages provision can
      be
      determined and is 9,810,000. Together with all outstanding shares and derivative
      securities these shares are less than the number of the Company’s authorized and
      unissued shares. Accordingly, the Company does not need to amend its financial
      statements.

    Liquidated
      Damages as a Penalty

    As
      we
      discussed with representatives of the Staff, the Company believes recording
      the
      non-cash liability related to the warrants issued to the Investors is not
      material to the Company.

    In
      recent
      conversations, the Staff has articulated its position that pursuant to EITF
      00-19 the Company should consider recording the fair market value of the
      warrants acquired by the Investors as a liability and mark-to-market those
      securities until no further liquidated damages could be incurred by the Company.
      The Company views the value of those warrants as immaterial, however, and
      suggests that one solution is to address the issue prospectively in its filings.
      To that end, attached is the Company’s computation of the Black-Scholes value of
      the warrants, which assigns no value to the warrants at September 30, 2005,
      and
      $0.01 per warrant at June 30, 2005 and March 31, 2005 (for an aggregate value
      of
      approximately $68,000).

    Assuming
      EITF 00-19 controls, the Company believes that recording the fair market value
      of the warrants on each of its previously issued quarterly reports would not
      be
      a material change requiring a restatement of those filings. Rather, the Company
      proposes that one solution is to record the liability in its quarterly report
      for the three-month period ending September 30, 2005, and then mark-to-market
      each quarter, starting with the September 30, 2005 financial statement. At
      March
      31, 2005, the Company had total assets in excess of $4,450,000 and total
      liabilities of almost $2,400,000. The non-cash charge of $68,000 would have
      amounted to 1.5% of assets and 2.8% of liabilities. In neither case would the
      amount be considered material. (The percentages are comparable at June 30,
      2005,
      and at September 30, 2005, the warrants have no value pursuant to the
      Black-Scholes formulae due to the significant drop in the stock price.)
      Acknowledging that materiality is both qualitative as well as quantitative,
      inclusion of the additional amount of the liability would not have shifted
      the
      quarter to a profit from a loss, affected whether the Company achieved expected
      results, affected whether executives qualified for performance bonuses or any
      of
      the other characteristics to which one looks to determine if a change were
      material. Finally, the charge would be a reclassification of an entry that
      is
      already included in the financial statements. For these reasons, the Company
      suggests that there is no need to restate its prior financial statements and
      requests your concurrence in its analysis.

    If
      you
      concur with the Company’s conclusion that a restatement is not necessary, the
      Company will seek to amend the purchase agreements with the 7 investors to
      eliminate any prospective liquidated damages in order to ensure that the issue
      is completely resolved. Alternatively, if the concurrence that a restatement
      is
      not necessary is dependent on the Company first obtaining these amendments,
      the
      Company will immediately undertake seeking the amendments.

        Larry
          Spirgel

        United
          States Securities and Exchange Commission

        November
          11, 2005

        Page 5

    We
      trust
      this response has addressed your concerns. Please do not hesitate to let us
      know
      any additional questions or comments that the staff may have. Thank
      you.

              Very
                truly yours,

              /s/
                Todd Wade

              Todd
                Wade

              For
                Powell Goldstein LLP

            cc:

              Stephen
                D. Barnhill

              Robert
                S. Braswell, IV

                Calculation
                  of Maximum Number of Shares to be Issued

                Total
                  Shares w/

                Months
                  1-4

                Months