LETTER 1 filename1.txt Mail Stop (Room 4561) March 16, 2006 Brent J. Cosgrove Member, Retirement Committee Dendrite 401(K) Plan 1405 U.S. Highway 206 Bedminster, New Jersey 07921 Re: Dendrite 401(K) Plan Item 4.01 Form 8-K Filed March 10, 2006 File No. 001-16379 Dear Mr. Cosgrove: We have reviewed your filing and have the following comment. Where indicated, we think you should revise your document in response to the comment. 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. 1. Revise your filing to indicate whether the audit committee recommended and approved the Company`s new auditor as required by Item 304(a)(2) of Regulation S-K. ******* As appropriate, please amend your filing and respond to these comments within five business days or tell us when you will provide us with a response. Please submit all correspondence and supplemental materials on EDGAR as required by Rule 101 of Regulation S-T. You may wish to provide us with marked copies of any amendment to expedite our review. Please furnish a cover letter with any amendment that keys your responses to our comments and provides any requested information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing any amendment and your responses to our comments. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings 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 connection with our review of your filing or in response to our comments on your filing. If you have any questions, please call Morgan Youngwood at (202) 551-3479 or myself at (202) 551-3730. Sincerely, Stephen Krikorian Accounting Branch Chief ?? ?? ?? ?? Brent J. Cosgrove Dendrite 401(K) Plan March 16, 2006 Page 1