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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

**FORM 10-Q/A****(Amendment No. 1)**

| (Mark One) |                                                                                                                            |
|------------|---------------------------------------------------------------------------------------------------------------------------------|
|       |                                                                                                                            |
|            | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED:MARCH 31, 2004 |
|            |                                                                                                                            |
|       |                                                                                                                            |
|            | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM     TO  |

COMMISSION FILE NUMBER: 0-20190

| **Authentidate Holding Corp.**                                                        |
|---------------------------------------------------------------------------------------|
|                                                                                       |  |
| (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS    CHARTER)                             |
|                                                                                  |   |
| Delaware                                                                              | 14-1673067 |
|                                                                                       |  |
| (State of Incorporation)                                                              | (I.R.S. Employer Identification No.) |
|                                                                                  |   |
|                                                                                  |   |
| Three Connell Drive, Berkeley Heights, New Jersey 07922                               |
|                                                                                       |
| (Address of principal executive    offices)(Zip Code)                                 |
|                                                                                  |
| (518) 346-7799                                                                        |
|                                                                                       |
| (Registrant’s    telephone number, including area code)                         |
|                                                                                  |
| 2165 Technology Drive, Schenectady,    New York 12308                                 |
|                                                                                       |
| (Former name, former    address and former fiscal year, if changed since last report) |

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements for the past 90 days.Yes    No  

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes    No  

Indicate    by check mark whether the registrant is a shell company (as defined in Rule    12b-2 of the Exchange Act). □ Yes  No 

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCYPROCEEDINGS DURING THE PRECEDING FIVE YEARS

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d)of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

 Yes  No

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:  32,859,914 shares of Common Stock were outstanding at May 6, 2004.

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**AUTHENTIDATE HOLDING CORP.****FORM 10-Q/A****INDEX**

**Part II Other Information**

|                   | Page No. |
|------------------------|----------|
|                   |     |
| Item 6 – Exhibits | 3        |
|                   |     |
| Signatures             | 4        |
|                   |     |

**Explanatory Note**

We are filing this Amendment No. 1 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2004 to amend Exhibits 10.1 and 10.2 filed therewith. The amendment is being made to restore certain provisions of each of Exhibit 10.1 and 10.2 that we had originally requested be treated confidentially. The restoration of the redacted provisions is being made at the request of the staff of the Securities and Exchange Commission. This Amendment No. 1 does not reflect events occurring after the filing of the original Quarterly Report on Form 10-Q and, other than the filing of the revised portions of Exhibits 10.1 and 10.2, does not modify or update the disclosures in the original Quarterly Report on Form 10-Qin any way.

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**PART II. OTHER INFORMATION**

**Item 6. Exhibits**

The following exhibits are filed herewith:

| **Exhibit****Number** |   | **Description of Document**                                                                                                                               |   | **Form** |   | **Dated** |   | **Exhibit  Number** |   | **Filed  Herewith** |   |
|-----------------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------|--------|----------|--------|-----------|--------|---------------------|--------|---------------------|--------|
|                       |        |                                                                                                                                                           |        |          |        |           |        |                     |        |                     |        |
|                  |   |                                                                                                                                                      |   |     |   |      |   |                |   |                |   |
| 10.1*                 |   | Agreement among Trac Medical Solutions, Inc., Homecare Association, LLC and bConnected Software, Inc. dated February 12, 2004.                            |   |     |   |      |   |                |   | X                   |   |
|                  |   |                                                                                                                                                      |   |     |   |      |   |                |   |                |   |
| 10.2*                 |   | Product Development and License Agreement between Trac Medical Solutions, Inc. and bConnected Software, Inc. dated February 12, 2004.                     |   |     |   |      |   |                |   | X                   |   |
|                  |   |                                                                                                                                                      |   |     |   |      |   |                |   |                |   |
| 31.1                  |   | Certification by the Chief Executive Officer pursuant to Section 240.13a-14 or section 240.15d-14 of the Securities and Exchange Act of 1934, as amended. |   |     |   |      |   |                |   | X                   |   |
|                  |   |                                                                                                                                                      |   |     |   |      |   |                |   |                |   |
| 31.2                  |   | Certification by the Chief Financial Officer pursuant to Section 240.13a-14 or section 240.15d-14 of the Securities and Exchange Act of 1934, as amended. |   |     |   |      |   |                |   | X                   |   |

|    |                                                                                                                                                                                                                                                               |
|---------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| *  | Certain portions of these exhibits have been        omitted pursuant to a request for confidential treatment and those portions        have been filed separately with the SEC. Such portions have been omitted    and filed separately with the Commission.  |

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**SIGNATURES**

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

|              | **AUTHENTIDATE HOLDING CORP**.          |
|-------------------|-----------------------------------------|
|              |                                    |
| December 27, 2005 | /s/ Surendra Pai                        |
| DATE              | SURENDRA PAI                            |
|              | PRESIDENT & CHIEF EXECUTIVE OFFICER |
|              |                                    |
|              |  /s/ Dennis H. Bunt                |
|              | DENNIS H. BUNT                          |
|              | CHIEF FINANCIAL OFFICER                 |
|              |                                    |
|              |                                    |
|              |                                    |

 

 

 

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