April 25, 2005

Mail Stop 0406

Bruce Hayden
Senior Vice President &
Chief Financial Officer
Xybernaut Corporation
12701 Fair Lakes Circle,
Suite 550
Fairfax, VA 22033

	Re:	Item 4.02 Form 8-K
		Filed on 4/11/05
		File No. 000-21013

Dear Mr. Hayden,

	We have reviewed your Item 4.02 Form 8-K for compliance with
the
form requirements and have the following comments.

	Please amend your report to include all of the information
required by Item 4.02(b) of Form 8-K, including disclosure of the
following information:

* when the Company intends to file their December 31, 2004 Form
10-K
and the amended Form 10-K for December 31, 2003, and

* a statement of whether your audit committee discussed with the
independent accountant, Grant Thornton LLP the matters disclosed
in
the filing pursuant to this Item 4.02(b).

	In addition, Item 4.02(c) of Form 8-K requires you provide
the
independent accountant with a copy of the disclosures you are
making
in response to Item 4.02(b), and request that your independent
accountant furnish you as promptly as possible a letter stating
whether your accountant agrees with the statements made by you in
response to this Item 4.02(b) and, if not, stating the respects in
which it does not agree.

	You should file an amendment in response to these comments on
or
before (five business days from date of letter).


	If you have any questions, please call Kari Jin, Staff
Accountant at (202) 824-5552.

							Sincerely,


							Kari Jin
							Staff Accountant



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Mr. Hayden
Xybernaut Corporation
April 25, 2005
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