SecProbe.io

December 19, 201 3

Via E -mail
Edwin C. Freeman
Chief Financial  Officer
Communications Systems, Inc.
10900 Red Circle Drive
Minnetonka, Minnesota 55343

 Re: Communications Systems, Inc.
Form 10 -K for Fiscal Year E nded December 31, 20 12
  Filed March  15, 201 3
  File No. 001-31588

Dear Mr . Freeman :

We have reviewed your filing and have the following comment.

Please respond to this letter within ten business days and indicate that you will comply
with our commen t in future filings.   Confirm in writing that you will do so and also explain to us
how you intend to comply.  If  you do not believe our comment applies  to your facts and
circumstances or do not believe compliance in future d isclosure is appropriate, please tell us why
in your response.

After reviewing the information you provide in response to this comment , we may have
additional comments.

Form  10-K for the Fiscal Year Ended December 31, 2012

Part III Information Incorporated by Reference to Definitive Proxy Statement filed on April 10,
2013

Compensation Discussion and Analysis, page 13

1. On pages 16 and 17 you discuss objective performance measures applicable to your
Annual Bonus Plan and Long Term Incentive Compensation.  Please disclose these
measures and provide additional disclosure to clarify how the actual amounts paid out for
2012 w ere determined.

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 the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require .  Since the company and its management are

Edwin C. Freeman
Communications Systems, Inc.
December 19 , 2013
Page 2

 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 responding to our comments, please provide  a written sta tement 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 ac tion 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.

You may contact Inessa Kessman , Staff Accounta nt, at (202) 551 -3371 or Terry French ,
Accountant  Branch Chief , at (202) 551 -3828 if you have questions regarding  the financial
statements and related matters.  Please contact Gregory Dundas, Attorney -Advisor,  at (202)  551-
3436 , Ajay Koduri, Attorney -Advis or, at (202) 551 -3310, or me at (202) 551 -3810  with any
other questions.

Sincerely,

 /s/ Kathleen Krebs, for

Larry Spirgel
Assistant Director