Room 4561
      November 16, 2005

Mr. John P. Ward
President and Chief Executive Officer
National Datacomputer, Inc.
900 Middlesex Turnpike
Building 5
Billerica, MA 01821

Re:   	National Datacomputer, Inc.
      Item 4.01 Form 8-K, filed November 14, 2005
      File No. 000-15885

Dear Mr. Ward:

	We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your documents in
response to these comments.  If you disagree, we will consider
your
explanation as to why our comments are 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 on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.












Form 8-K, filed November 14, 2005

1. Please revise the Form to state whether the former accountant
resigned, declined to stand for re-election or was dismissed, as
required by Item 304(a)(1)(i) of Regulation S-K.  It is not
sufficient to state that the company and its accountant "agreed to
end their business relationship", as that wording is unclear to
the
reader.  Additionally, include a letter from the former accountant
acknowledging the revised disclosures.

      *******

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment 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.

	If you have any questions, please call Stathis Kouninis at
(202)
551-3476 or me at (202) 551-3489.


							Sincerely,


							Brad Skinner
							Accounting Branch Chief
Mr. John P. Ward
National Datacomputer, Inc.
November 16, 2005
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