SecProbe.io

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Mail Stop 4-6

February 11, 2005

Mr. Douglas G. Bergeron
Chief Executive Officer
VeriFone Holdings, Inc.
2099 Gateway Place, Suite 600
San Jose, California 95110

Re:	VeriFone Holdings, Inc.
	Registration Statement on Form S-1 filed January 11, 2005
	File No. 333-121947

Dear Mr. Bergeron:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document 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
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 any other aspect
of
our review.   Feel free to call us at the telephone numbers listed
at
the end of this letter.

General

1. We will process your amendments without price ranges.  Since
the
price range triggers a number of disclosure matters, we will need
sufficient time to process the pricing amendment when it is filed.
Please understand that its effect on disclosure throughout the
document may cause us to raise issues on areas not previously
commented upon.

2. We note a number of blank spaces throughout your registration
statement for information that you are not entitled to omit under
Rule 430A.  Examples of omitted information you must provide
include
the number of shares to be offered and the number of shares to be
sold by selling stockholders on the cover.  Fill in all blanks
throughout the registration statement prior to effectiveness
except
for the specific information that Rule 430A allows you to omit.
Please see Section II.A.7 of Release No. 33-6714.  Also, confirm
that
you have not circulated copies of the registration statement and
will
not circulate until you include an estimated price range and
maximum
number of shares, and all other information except information you
may exclude in reliance upon Rule 430A.

Registration Statement Facing Page

3. We note your reference to Rule 457(a) with respect to the
calculation of your registration fee.  It appears, however, that
your
registration fee was determined pursuant to Rule 457(o).  Please
revise as appropriate.

Inside Front Cover Page

4. Please provide us proofs of the graphic, visual or photographic
information you will use for your inside front cover page prior to
the use of your prospectus.  Please note that we may have further
comments regarding this material.

About This Prospectus

5. We note your disclosure in the second paragraph of this page,
which discusses the market data and industry statistics used in
your
prospectus.  You have provided market data and industry statistics
by
Mercator Advisory Group, MasterCard International and others to
assist investors in understanding your industry, business and
potential market.  As presented, this information receives fairly
prominent discussion in your prospectus, such as in business.  As
you
know, market data and industry statistics included in your
prospectus
must be based on reasonable and sound assumptions.  We presume you
believe that the information you choose to include is reliable,
and
if so, why do you tell shareholders to limit their reliance?
Please
revise this paragraph to remove any implication that you are not
responsible for assessing the reasonableness and soundness of the
market data and industry statistics presented.

Prospectus Summary

6. With respect to any third-party statements in your prospectus
such
as the market data by Mercator Advisory Group presented in
business,
please supplementally provide us with support for such statements.
To expedite our review, please clearly mark each source to
highlight
the applicable portion or section containing the statistic and
cross-
reference it to the appropriate location in your prospectus.
Also,
supplementally tell us whether the source of each statistic is
publicly available without cost or at a nominal expense.  If the
source is not publicly available at nominal or no cost, it appears
that consent of the third party to the use of the information in
the
prospectus and to the reference to that firm should be obtained
and
filed as an exhibit.  Please see Rule 436 of Regulation C and Item
601(b)(23) of Regulation S-K for additional guidance.
Alternatively,
you may adopt these statements as your own.

Summary Consolidated Financial Data

7. We note that you have used the non-GAAP measure "EBITDA, as
adjusted" here and on page 23 of your registration statement.
This
measure appears to be calculated differently than that described
as
EBITDA in Release No. 33-8176 and is not exempt from the
prohibition
in Item 10(e)(ii)(A) of Regulation S-K.  Accordingly, items
excluded
from this measure that required or will require cash settlement or
would require cash settlement absent an ability to settle in
another
manner may not be excluded from this measure.  In addition, it is
unclear whether you are using "EBITDA, as adjusted" as a measure
of
your liquidity or performance.  Your narrative disclosures
intended
to comply with Item 10(e)(1)(i)(C) suggest that readers should
consider this measure in assessing your liquidity, but reconciling
to
net income suggests that you consider it a measure of your
performance.  This should be clarified and your disclosures
pursuant
to Item 10(e)(1)(i)(C) should be revised to provide more robust
information as required by Question 8 of the Frequently Asked
Questions Regarding Use of Non-GAAP Financial Measures.
Currently,
it is unclear to us why it is useful to investors to exclude each
item from your presentation.  Please revise this presentation
substantially.

Risk Factors

8. We note your sentence in the introductory paragraph that
"[s]ome
of these risks are described below."  This statement reveals
little
on how you selected the risk factors to discuss.  You must discuss
all risks that you believe are material at this time.  Please see
Item 503(c) of Regulation S-K for additional guidance.

9. We note that certain risk factors you have disclosed identify
potential risks resulting from the described uncertainty or cause.
For example, risk factors on page 11 discuss the risks generally
that
may result from breaches of security and defects in your solution.
Please review your risk factors in light of this comment and
disclose
any material incidence, if any, in which such an event has
occurred
and the actual material effects on your business as a result.

We depend upon third parties to manufacture our products and to
supply the components necessary to manufacture our products, p. 8

10. You reference a single or small number of suppliers upon which
you plan to depend for components.  Please elaborate on the nature
of
the dependency and the material terms of the agreements with these
suppliers.  Do material limited source suppliers have a right to
terminate and raise prices during the term of the agreement?
Additionally, are there sole or limited source supplier agreements
you depend upon?  If so, it appears they should be filed as
exhibits
to the registration statement.  Please see Item 601(b)(10)(ii)(B)
of
Regulation S-K.  We note your discussion of specific suppliers on
page 56 of your prospectus.

We depend on a limited number of customers, including distributors
and resellers, for sales of a large percentage of our system
solutions. If we do not effectively manage our relationships with
them, our net revenues and operating results will suffer, p. 8

11. Because First Data Corporation contributed a significant
portion
of your revenues, it appears that First Data is a customer upon
which
you are substantially dependent.  Please file the agreement with
First Data as an exhibit or tell us why you do not believe this is
not required.  Please see Item 601(b)(10)(ii)(B) of Regulation S-
K.
Further, please consider disclosing the duration of your
relationship
with First Data as well as providing a brief discussion of First
Data`s business, such as the general nature of its business and
the
areas where it conducts that business

Our secured credit facility contains restrictive and financial
covenants and, if we are unable to comply with these covenants, we
will be in default. A default could result in the acceleration of
our
outstanding indebtedness, which would have an adverse effect on
our
business and stock price, p. 15

12. In this or a separate risk factor, please discuss any risk
associated with the security interest held by your lenders with
respect to the credit facility.  Please also file the security
agreement relating to the security interest.  Please see Item
601(b)(10) of Regulation S-K.

If we are unable to improve and maintain the quality of our
internal
controls, any weakness could materially and adversely affect our
ability to provide timely and accurate information about our
company,
which could harm our reputation and share price, page 15

13. You disclose that, on several occasions, your independent
registered public accounting firm identified deficiencies in your
internal controls which rose to the level of "reportable
conditions."
Supplementally, explain the nature of each condition, when it was
identified, the remedial actions taken to correct each deficiency
and
when it was considered corrected.

Use of Proceeds

14. We note that you have disclosed an agreement to purchase
Return
on Investment Corporation`s GO Software business.  Will any
proceeds
from this offering be used to finance your acquisition of GO
Software?  If so, please revise your disclosure to specify such
use.
Further, please disclose any current discussions with respect to
potential acquisitions of companies and/or technologies.

15. As there appears to be currently no specific plan for a
significant portion of the proceeds from the offering, please
discuss
the principal reasons for the offering.  Please see Item 504 of
Regulation S-K.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations

16. Please reconcile your statement on page 26 that the July 2002
recapitalization led to you being the indirect owner of all the
stock
of VeriFone, Inc. with your subsequent statement that you
effectively
acquired 88% of the outstanding common stock of your predecessor.
We
also note your disclosure in Note 3 to your financial statements.
Please confirm to us that you currently own all of VeriFone, Inc.
Further, please specify here and in your prospectus summary
whether
there is a relationship between GTCR and Gores Technology Group.

17. It appears that you have identified several known, material
trends such as the increases in sales and marketing and general
and
administrative expenses that are expected in fiscal year 2005.
Please quantify the expected effects of these and other known,
material trends on your future results to the extent possible in
accordance with Item 303(A)(3)(ii) of Regulation S-K and Section
III.B.3 of Release No. 33-8350.

18. In the discussion of your results of operations, you refer to
various factors that have impacted results without quantifying the
impact of each factor.  For example, you refer to several factors
that contributed to the material increase in System Solution
revenues
in fiscal year 2004, but give no indication as to the relative
impact
of each factor.  Further, we note that your sales and marketing
expense discussion for fiscal year 2003 to 2004 discloses that the
change for the period is attributable to separate factors in
Europe
and North America without quantifying each factor.  Please revise
throughout your management`s discussion and analysis to provide
such
quantifications when you indicate that multiple factors
contributed
to a material change.  See Section III.D of Release No. 33-6835.

19. We note in your risk factor discussion on page 9 that you plan
to
expand your current markets and enter into new foreign markets.
This
strategy with respect to foreign markets appears to be part of a
known, material trend.  Please provide additional disclosure in
this
section regarding the development and status of your strategy to
expand your international revenues and its historical as well as
prospective impact on your results of operations and financial
condition.  We note that in your gross profit discussion, your
international gross profit percentage is lower than your gross
profit
percentage in North America.  For example, do you expect of plan
for
expansion internationally to contribute to a decreasing gross
profit
percentages going forward?

20. We note your disclosure that you operate in two segments-North
America and International.  Please consider discussing in this
section the significance of certain individual markets to your
operations and any known, material trends with respect to such
significant markets.  For example, we note that pursuant to your
disclosure you hold a leading position in Russia, Poland and
Mexico
and that Europe constituted 16% of your revenue for the year ended
October 31, 2004.  How significant are these markets to your
business
and what material trends and uncertainties affect such markets?
Please consider providing period-to-period information with
respect
to such certain markets or, otherwise, advise us why such
information
need not be disclosed.

21. In your risk factor discussion on page 14 you state that you
are
subject to price erosion and have been subject to price pressures.
In quantitative terms, describe the price erosion you have
experienced over the reported financial statement periods.  What
was
the effect of the price declines?  To what extent did these price
declines require you to increase product volumes to maintain your
revenues?  Consider whether these price pressures constitute a
known,
material trend.  How did price pressure impact your business
activities and your financial results?  Do you pursue business
strategies that are designed to mitigate or counteract price
erosion
in your market?

Income Taxes, p. 28

22. If you expect the tax charge related to the transfer of your
intangible assets from the United States to one or more non-U.S.
subsidiaries to be material, indicate when you expect to incur
this
charge and quantify it to the extent possible.

Year Ended October 31, 2004 Compared to Year Ended October 21,
2003,
pp. 31-33

23. We note your discussion of EMV standards driving electronic
payment system replacement activity which contributed to increased
net revenues for your System Solutions.  This appears to be a
material trend which may benefit from further discussion in your
management`s discussion and analysis.  Will this replacement
activity
in Europe contribute to your results in later periods?  We further
note from page 50 that compliance with EMV standards are first
required in Europe.  How does this impact your North America
operations as well as your other international operations
particularly in light of your strategy to expand internationally?

24. With respect to your Systems Solutions net revenues
discussion,
it is unclear from your disclosure whether higher demand for
consumer-activated system solutions and increased sales of system
solutions utilizing improved communication capabilities
contributed
to increased net revenues in Europe, North America or generally.
We
note that your segment information discussion appears to attribute
such higher demand to your North America segment.  Please clarify
and
quantify the amount such factor contributed to your change in net
revenues f