Room 4561
				May 18, 2005



Dennis H. Bunt
Chief Financial Officer
Authentidate Holding Corp.
2165 Technology Drive
Schenectady, NY 12308

RE:	Authentidate Holding Corp.
	Form 10-K for fiscal year ended June 30, 2004
		Form 10-Q for the period ended March 31, 2005
		Form 8-K dated August 16, 2004
		Form 8-K dated February 8, 2005
	File No. 000-20190


Dear Mr. Bunt:

      We have reviewed the above referenced filings and have the
following comments.  Please note that we have limited the scope of
our review to the matters addressed in our 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.


Form 10-K for the Year Ended June 30, 2004

Revenue Recognition

1. Supplementally, clarify for us the extent to which you have
historically recognized revenue in accordance with SOP 97-2. In
this
regard, we note that you only recently began to disclose your
policies related to software revenue recognition in your most
recent
Form 10-Q. However, your disclosures appear to indicate that you
have
been selling material amounts of software and software-related
services for several years through your Docstar and Authentidate
divisions. Explain how the revenue recognition policies disclosed
in
your 2004 Form 10-K applied to such software sales.

2. We note that you refer to several hosting facilities and
describe
services that appear to be hosting services. Supplementally,
describe
these services and the material terms of the related arrangements.
Explain how you recognize revenue under these arrangements
including
any set-up fees and provide reference to the accounting literature
that supports your treatment.

3. You disclose on page 17 that many of your contracts exceed one
year which results in revenue recognition over the life of the
contract. Supplementally, describe the material terms of these
arrangements, including the products and/or services provided.
Indicate whether revenue is recognized ratably over the life of
the
contracts or on some other basis and refer to the specific
accounting
literature that supports your revenue recognition model.

4. Supplementally, tell us more about your agreement with the
United
States Postal Service (USPS). Describe the material terms of this
agreement and explain, in detail, the revenue generating
transactions. Compare the revenue transactions under the USPS
agreement to your typical arrangements and highlight material
differences in terms and/or revenue recognition policies. Indicate
the amount of revenue that you have recognized under this
agreement
and describe the impact to the company if this agreement is
cancelled.

5. Explain to us how you considered the disclosure requirements of
paragraph 12 of APB No. 22. In this regard, we note that you have
not
specifically disclosed how you determine when each of your revenue
recognition criteria has been met. For example, you do not
disclose
what constitutes delivery and how you determine whether fees are
fixed or determinable. In addition, you have not identified the
various elements offered in your multiple element arrangements and
indicated when revenue is recognized for each element. Finally,
you
have not disclosed how you obtain VSOE for elements in software
transactions or how you obtain objective and reliable evidence of
fair value in non-software transactions.

Note 11.  Stock Option Plans and Stock Warrants

6. We note that you have issued warrants in connection with
several
private placements in recent years. We further note that you
appear
to have entered into registration rights agreements that require
you
to register the shares underlying the warrants to avoid paying
liquidated damages. Supplementally, address the following for each
transaction enetered into during the three years presented that
included such warrants:
- - Clarify whether you were required to deliver registered or
unregistered shares upon exercise of the warrants and explain
holders` rights in the event that you were unable to register the
shares underlying the warrants;
- - Clarify the liquidated damages provisions included in the
registration rights agreements. Irrespective of whether you paid
any
such damages, explain the terms of the damages provisions and
indicate the maximum amount of damages that would have been paid
assuming registration did not occur;
- - Provide us with the maximum damages possible as a percentage of
the
fair value of the related warrants and explain how you considered
paragraph 14 of EITF 00-19 in determining whether the warrants
should
have been recorded as a liability that is periodically remeasured
until the shares underlying the warrants are registered; and
- - Indicate whether your auditors consulted with PWC`s National
Office
regarding the treatment of these warrants.

Note 12.  Commitments and Contingencies

7. We note that you are still awaiting a verdict in the complaint
filed by Shore Venture Capital, LLC.  Supplementally provide us
with
an update on the status of this complaint including when you
expect
this litigation will be settled.  In addition, we caution you that
a
statement that a contingency is not expected to be material does
not
satisfy the requirements of SFAS 5 if there is at least a
reasonable
possibility that a loss exceeding amounts already recognized may
have
been incurred and the amount of that additional loss would be
material to a decision to buy or sell your securities.  In that
case,
you must either (a) disclose the estimated additional loss, or
range
of loss, that is reasonably possible or (b) state that such an
estimate cannot be made.  Refer to Question 5 of SAB Topic 5Y.

Note 18.  Private Debt Offerings

8. We note that you issued convertible debentures and warrants to
purchase common stock to investors in 2002 and 2003.
Supplementally,
explain to us how you allocated the proceeds of these transactions
to
the debt and warrants based on the relative fair values in
accordance
with paragraph 16 of APB 14. In addition, provide us with your
calculations related to the beneficial conversion features and
explain how you applied EITF 98-5 and EITF 00-27 to these
transactions.

Form 8-K dated August 16, 2004

9. Supplementally, explain to us how you have recognized revenue
under the agreement entered into by your Trac Medical subsidiary
that
required a fixed fee of $3,000,000 to use Trac Medical`s
processing
services during a five year term unless the customer exercises a
right to convert to a standard pricing model at the end of 2005.
Indicate the accounting literature that you relied on in
determining
how to recognize revenue under this arrangement and explain how
your
disclosure in your revenue recognition policies addresses this
material arrangement. As part of your response, indicate how the
conversion right and reseller relationship affected your revenue
recognition.

Form 8-K dated February 8, 2005

10. Your use of a full income statement in reconciling your non-
GAAP
measures appears to create a number of measures, such as non-GAAP
S,G&A expenses, non-GAAP total costs and expenses, non-GAAP
operating
loss, and non-GAAP loss before income taxes, for which you have
not
included the disclosures required by Item 10(e)(1)(i)(C) and (D)
of
Regulation S-K.  In this regard, please note that each line item,
sub-total, total or other item that has been adjusted represents a
separate non-GAAP measure for which clear, specific, explicit
disclosure is required.

11. We note that your non-GAAP measure excludes "certain unusual
and
non-recurring expenses." Supplementally, explain your basis for
referring to the excluded items as unusual and non-recurring. In
addition, enhance your disclosures provided 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 operational performance.

Form 10-Q for the period ended March 31, 2005

Item 2.  Management`s Discussion and Analysis of Financial
Condition
and Results of Operations
Critical Accounting Policies and Estimates - Judgments and
Estimates,
page 17

12. You disclose the five critical judgments and estimates that
affect the classification and timing of revenue recognition, but
your
disclosure does not appear to provide any insight into these
judgments and estimates. Supplementally, describe how each of
these
judgments and estimates are made and discuss the assumptions
underlying each. Explain to us how accurate these judgments and
estimates have been in the past and whether they are reasonably
likely to change in the future. See SEC Release 33-8350 and
explain
why you believe such disclosures regarding these or your remaining
critical accounting policies and estimates were not necessary in
your
2004 Form 10-K.

Notes to the Financial Statements

Note 8.  Marketable Securities

13. We note that you have made significant changes to your balance
sheet as of June 30, 2004 related to a reclassification of $31.3
million of auction rate securities from cash equivalents to short-
term investments. Supplementally, explain how you determined that
prospective disclosure of these changes was appropriate and tell
us
what consideration you gave to characterizing these changes as
restatements and amending previously filed Exchange Act reports.
In
this regard, provide us with the differences between your reported
balance sheet and cash flow amounts in your 2004 Form 10-K and
subsequent interim periods and the amounts that would have been
reported had you been accounting for the auction rate securities
correctly. In addition, explain why your statement of cash flows
for
the nine-months ended March 31, 2004 was not affected by your
reclassification.

14. Supplementally, explain to us how you have accounted for the
auction rate securities under SFAS 115. If these are classified as
available-for-sale securities, justify the classification as
current
by addressing how you determined that you have a reasonable
expectation of completing a successful auction within the
subsequent
twelve-month period. Refer to paragraph 17 of SFAS 115 and Chapter
3A
of ARB No 43 as well as SFAS 95.

Item 4.  Controls and Procedures

15. You indicate that your Chief Financial Officer identified
certain
"corporate governance issues" in a letter to the Audit Committee
of
the Board of Directors and that he believes these issues, if not
corrected, may lead to "significant problems" in the future.
Supplementally, provide us with a copy of this letter and explain
how
you considered these issues when evaluating your disclosure
controls
and procedures.


       As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  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.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing 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 our review of your filing or in
response to our comments on your filing.

	You may contact Christine Davis, Staff Accountant, at (202)
551-
3408, Mark Kronforst, Senior Staff Accountant, at (202) 551-3451
or
me at (202) 551-3730 if you have questions regarding these
comments.

Very truly yours,



      Craig Wilson
							Senior Assistant Chief
Accountant
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Authentidate Holding Corp.
May 18, 2005
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