Mail Stop 4561

      October 11, 2005

William D. Swain
Secretary and Chief Financial Officer
GraphOn Corporation
3130 Winkle Avenue
Santa Cruz, California 95065

	Re:	GraphOn Corporation
		Form 10-Q: For the Quarterly Period Ended March 31, 2005
		Filed May 23, 2005
		File No. 000-21683

Dear Mr. Swain,

      We have received you response letter dated September 29,
2005
and have the following accounting comment on your financial
statements.


Form 10-Q For the Period Ending March 31, 2005

Note 3.  2005 Private Placement, Page 6
1. We note in your response to prior comment # 4 that you continue
to
believe the holder`s lack of control over the ability to convert
results in the inapplicability of the guidance in EITF 98-5.  As
previously requested, tell us what authoritative literature you
relied upon to make this determination.  That is, indicate the
basis
for your analysis of the "two essential criteria of a convertible
security."  The instruments were "preferred stock" and contained a
conversion feature that even though it was automatic the
instruments
were still convertible.  Further, since a beneficial conversion
feature existed at the date of the private placement, tell us how
you
considered the guidance in paragraph 13 of EITF 98-5.

*	*	*	*	*






      You may contact Stephen Krikorian, Accounting Branch Chief
at
(202) 551-3730 if you have question regarding comments on the
financial statements and related matters.


							Sincerely,



							Stephen Krikorian
      						Accounting Branch Chief


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William D. Swain
GraphOn Corporation
October 11, 2005
Page 1