SecProbe.io

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Mail Stop 4-6

	March 23, 2005

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

Re:	VeriFone Holdings, Inc.
	Amendment No. 1 to Registration Statement on Form S-1
	Filed February 23, 2005
	File No. 333-121947

Dear Mr. Bergeron:

      We have reviewed your amended filing and have the following
comments.

Summary Consolidated Financial Data

1. We have read your response to prior comment number 7 and note
that
"EBITDA, as adjusted" appears to be used as a measure of operating
performance. However, your disclosures continue to suggest that
"EBITDA, as adjusted" is a measure of your liquidity. Revise to
clarify and explain to us why you reconcile the measure to net
income
if your intention is to present this as a liquidity measure.

2. If "EBITDA, as adjusted" is intended to be a measure of
liquidity,
explain how your presentation complies with Item 10(e)(1)(ii)(A)
of
Regulation S-K as it appears that several excluded items required
cash settlement.  Note that "EBITDA, as adjusted" is not exempt
from
complying with this item and it appears that excluding items such
as
interest expense, income taxes, management fees and foreign
currency
losses may not be appropriate. In addition, this measure does not
appear to be a "material covenant" as contemplated in Question 10
of
the FAQ based on your response and disclosures on page 47.
Address
how you assessed compliance with Item 10(e)(1)(ii)(A) for each
excluded item in your response.

3. If "EBITDA, as adjusted" is intended to be a measure of
performance, we believe that you should further enhance your
disclosures related under Item 10(e)(1)(i)(C) and (D) of
Regulation
S-K and Questions 8 and 9 of the related FAQ.  Your disclosures
appear overly broad considering that companies and investors may
differ as to which items warrant adjustment and what represents
financial performance.   For example, it is unclear why certain
excluded items should not be considered in assessing your
performance
as several appear to be recurring and integral to your performance
(e.g., interest expense, taxes, management fees, foreign currency
items, etc.).  Revise your disclosures to clearly define what you
consider to be your financial performance and why each item is
excluded.

Risk Factors

If we are unable to improve and maintain the quality of our
internal
controls..., page 17

4. Tell us and disclose whether your auditors identified any
reportable conditions for the period ended October 31, 2004.

Use of Proceeds

5. We note your response to our prior comment no. 14.  If
completed,
please update your disclosure in respect of your acquisition of GO
Software.

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

6. We note your response to our prior comment no. 16.  It appears
to
be the case that VeriFone Holdings, Inc., acquired 100% of your
predecessor, but that Gores Technology Group became a 12%
stockholder
in you as part of its consideration in the transaction.  Please
consider clarifying your disclosure, and note the related comment
below on the financial statements.

7. Revise to provide the disclosures required by SFAS 132(R) with
respect to your defined benefit plans described in your response
to
prior comment 26. Alternatively, explain to us why such disclosure
is
unnecessary.

Secured Credit Facility, pp. 46-47

8. Please update your disclosure in order to discuss your
financial
ratios as of January 31, 2005.

Business

9. In your response to prior comment 11, you state that sales to
First Data and its affiliates primarily consist of sales to First
Data`s subsidiaries.  In your response letter, please clarify
whether
sales under any agreement with one or more of the First Data
affiliates comprised more than ten percent of VeriFone`s revenues
during the most recently completed fiscal year.

Our Industry, pp. 54-57

10. We refer you to your industry data with respect to your
"Europe"
discussion and your supplemental information.  It appears that the
7.4 percent increase in the U.S. from 2002 to 2003 encompasses
only
Visa and MasterCard credit card transactions.   Please advise.
Please also clarify whether the 15.2 percent increase in Europe
includes debit transactions.

Our Growth Strategy, pp. 58-59

11. We note your response to our prior comment no. 32.  Please
explain how your internally generated sales data provides you with
sufficient basis to determine that you account for a majority of
new
shipments as well as the installed base of point-of-sale devices
in
each of the jurisdictions.

Management

Benefit Plans, pp. 76-77

12. Please reconcile the disclosure that 1,500,000 shares are
authorized under your New Founders` Stock Option Plan with your
following disclosure that options for 1,644,300 shares were issued
through January 31, 2005.

Certain Relationships and Related Party Transactions

Transactions with Certain Affiliates, p. 78

13. Please disclose the nature of the services that you received
from
the affiliate of Gores Technology Group and of Alec Gores and
Micron
PC for the $2 million and $559,000, respectively, you paid to
them.

Agreements Related to Our 2002 Acquisition, p. 80

14. Please clarify whether you will have any continuing
obligations
under the
purchase agreement and stockholders agreement related to your 2002
acquisition after the consummation of the initial public offering.
If so, please describe briefly those actions for which you must
obtain the consent of the holders of a majority of your shares of
common stock issued in your recapitalization.  Further, please
consider whether risk factors should be provided with respect to
how
these continuing obligations, e.g., consent for certain actions
and
consent for a sale of the company to a non-affiliate of GTCR,
would
restrict your ability to enter into transactions that independent
shareholders might favor.  Please also disclose when these
continuing
obligations terminate as well as the existence of any other
material
obligations not otherwise specifically mentioned in this comment.

Principal and Selling Stockholders

15. Please disclose the individual or individuals who exercise the
sole or shared voting and/or dispositive powers with respect to
the
securities to be offered for resale by selling stockholders that
are
legal entities.  Please see Interpretation I.60 of our July 1997
Manual of Publicly Available Telephone Interpretations and
Interpretation 4S of the Regulation S-K portion of the March 1999
Supplement to our July 1997 Manual of Publicly Available Telephone
Interpretations.

16. Please disclose whether any selling stockholder is a
registered
broker-dealer.  If a selling stockholder is a registered broker-
dealer, please identify such registered broker-dealer as an
underwriter in your disclosure, unless the shares were acquired as
transaction-based compensation for investment-banking services.
Provide a description of the investment-banking services and the
manner in which the compensation for the services was computed, as
applicable.

17. Please disclose whether any selling stockholder is an
affiliate
of a registered broker-dealer.  If a selling stockholder is an
affiliate of a registered broker-dealer, please expand the
prospectus
to indicate whether such selling stockholder acquired the
securities
to be resold in the ordinary course of business.  Also indicate
whether at the time of the acquisition such selling stockholder
had
any agreements, understandings or arrangements with any other
persons, either directly or indirectly, to dispose of the
securities.

Underwriting

18. We note your response to our prior comment no. 49.  Please
make
disclosure similar to your response in your prospectus.

Consolidated Financial Statements

Note 2 - Summary of Significant Accounting Policies

Revenue Recognition, page F-9

19. According to your disclosures on page F-9, Systems Solutions`
revenues are recognized "upon shipment, delivery, or customer
acceptance of the product as required pursuant to the customer
arrangement."  Revise to provide an indication of the general
extent
to which revenue is recognized under each alternative.  In
addition,
briefly describe the nature of your acceptance clauses related to
Systems Solutions` sales.

Note 3 - Acquisition of VeriFone, Inc., page F-18

20. Revise your disclosures to provide the clarifying information
included in your response to prior comment 58.  Clarify for
readers
the indirect ownership relationship and further explain how you
"effectively" acquired 88% of the Predecessor.

Note 5 -  Financing, page F-24

21. We have read your response to prior comment 61 and it is
unclear
to us how the method used to allocate the proceeds of the senior
subordinated debt complies with paragraph 16 of APB No. 14 that
requires use of relative fair values.  Supplementally, explain how
your method complies with this guidance.

Note 8 - Stockholders` Deficit, page F-32

22. We have read your response to prior comments 64 and 65.
Supplementally, tell us whether each of the third-party valuations
you obtained to value your equity instruments were contemporaneous
or
retrospective.  In addition, provide a robust explanation of the
reasons for the significant increase in the market value of
invested
capital (MVIC) since June 2002.  Separately quantify and explain
the
impact on the MVIC of any material changes in your assumptions
such
as the

marketability discount and cost of capital as well as any
developments in your business or milestones achieved.  Address how
the company`s stage of development and perceived risk of
investment
affected your valuations since June 2002.

Note 14 - Segment and Geographic Information, page. F-42

23. We note that page 22 of the presentation given to the board of
directors on December 16, 2004 includes a footnote that indicates
you
"now allocate the variance between management cogs and standard
cogs
to the region."  Supplementally, clarify the meaning of this
footnote
and its effect on your reporting differences between the actual
and
standard cost of system solutions revenues within "Corporate" in
your
segment disclosures.

Item 15.  Recent Sales of Unregistered Securities.

24. In your response to prior comment 37 you state that you will
be
filing the NCR agreement as an exhibit.  You redacted portions of
your description of the economic terms of that agreement from the
electronically filed response letter.  Are we correct in presuming
that you intend to submit a confidential treatment request with
respect to portions of that agreement?  If so, please note that
the
staff will need a reasonable period of time to evaluate any
application for confidential treatment.

25. We note your response to our prior comment no. 72.  Please
reconcile the approximately $1,000,000 aggregate purchase price
for
your common stock as disclosed in Note 3 to your financial
statements
with the $1,232,607 aggregate purchase price for the 36,978,209
shares of common stock purchased by GTCR and TCW/Crescent
Mezzanine
as disclosed in Item 15.  We also note that including the purchase
of
stock by Mr. Bergeron and eight other executives would further
increase the cash purchase price of your common stock on July 1,
2002
beyond the $1,000,000 disclosed in Note 3.  Please explain.

*              *              *              *

      As appropriate, please amend your registration statement in
response to these comments.  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 supplemental
information.  Detailed cover letters greatly facilitate our
review.
Please understand that we may have additional comments after
reviewing your amendment and responses to our comments.

      You may contact Chris Davis at (202) 942-2894, or Mark
Kronforst at (202) 842-5341, if you have questions or comments on
the
financial statements and related matters.  Please contact Daniel
Lee
at (202) 942-1871 for assistance on other matters.  If you need
further assistance, you may contact me at (202) 942-1818 or
Barbara
Jacobs, Assistant Director, at (202) 942-1800.

	Sincerely,

	Mark P. Shuman
	Branch Chief - Legal

cc:	Via Facsimile
	Scott D. Miller, Esq.
	Sullivan & Cromwell LLP
	1870 Embarcadero Road
	Palo Alto, California 94303
	Telephone: (650) 461-5620
	Facsimile:  (650) 461-5700
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Mr. Douglas G. Bergeron
March 23, 2005
Page 1 of 7

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