SecProbe.io

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                                                              October 7, 2005

Ms. Kate Tillan
Assistant Chief Accountant
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

         Re:      Solitron Devices, Inc.
                  Form 10-KSB for year ended February 28, 2005
                  Filed June 16, 2005
                  File No. 001-04978

         On behalf of Solitron Devices, Inc. (the "Company"), we hereby respond
to the Commission Staff's comment letter dated September 21, 2005 regarding the
Company's Form 10-KSB for the year ended February 28, 2005 (the "Form 10-KSB").

         Please note that for the Staff's convenience we have recited the
Staff's comment and provided the Company's response to the comment immediately
thereafter.

Form 10-KSB for the year ended February 28, 2005

Financial Statements, page 22

Note 1. Summary of Operations and Significant Accounting Policies, page 28

Shipping and Handling, page 28

1.       You state that shipping and handling costs billed to customers are
         recorded in cost of sales as an offset to common freight charges.
         Please amend, if material, to include these amounts in your revenues in
         accordance with EITF 00-10, or tell us why the current presentation is
         appropriate under U.S. GAAP. In the alternative, if the amounts are not
         material, please revise future filings to comply with EITF 00-10.

         We acknowledge the Staff's comment. Approximately 90% of the Company's
customers elect to have their shipping costs charged directly to their account
with their shipper. The Company does not charge such customers any shipping
and/or handling fees. With respect to the other 10% of customers, the Company
charges customers for the amounts that are the actual cost of freight plus a
handling charge of $4.00 per shipment. Total shipping and handling charges for
the fiscal year ended February 28, 2005 was $5,267, which includes $664 for
handling charges. The Company believes that these amounts are not material to
net sales or cost of sales and therefore, a restatement of the Company's
financial statements is not required at this time. For the fiscal year ended
February 28, 2005, the Company's net sales was approximately $8,055,000

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Ms. Kate Tillan
October 7, 2005
Page 2

and cost of sales was approximately $6,347,000. In future filings, the Company
will include all shipping and handling charges billed to customers in net sales
and all shipping charges incurred by the Company in cost of sales, in accordance
with EITF 00-10. The Company will reclassify income statements for all periods
presented in future filings with the Commission to comply with EITF 00-10. The
Company intends to revise its disclosure of its accounting policy in future
filings as follows:

         Shipping and Handling

         Shipping and handling costs billed to customers by the Company are
         recorded in net sales. Shipping costs incurred by the Company are
         recorded in cost of sales.

Note 13. Commitments and Contingencies, page 36

2.       Please tell us and revise future filings to include a discussion of the
         six sites listed on page eight, and not only the four sites currently
         discussed. Also, please provide all of the disclosures required by SFAS
         5, SOP 96-1 and SAB Topic 5:Y in future filings with respect to your
         environmental costs, or tell us why you believe the current disclosure
         complies. Please show us the significant components of your accrued
         environmental expenses of $985,000 and reconcile that with your revised
         disclosure. Tell us and disclose in future filings how you are
         accounting for the agreement with the U.S. EPA and tell us why. Include
         a discussion of the accounting for the contingent amounts based upon
         future earnings.

         (a) We acknowledge the Staff's comment regarding the discussion of the
six sites listed on page 8 of the Form 10-KSB. The two additional sites are the
City Industries Superfund Site, Orlando, Florida (the "Orlando Site") and the
Forty-Third Street Bay Drum Superfund Site, Tampa, Florida (the "Tampa Site").
Previously, USEPA verbally notified the Company that it had informally
determined the Company's alleged share of liability at the four sites currently
discussed in Note 13. USEPA did not provide estimates regarding the Company's
alleged share of liability at the Orlando Site or the Tampa Site and
accordingly, the Company did not discuss these sites in Note 13.

         The Company has negotiated a settlement with USEPA to resolve its
liability at five of the six sites, including (1) Solitron Microwave Superfund
Site, Port Salerno, Florida (the "Port Salerno Site"); (2) Petroleum Products
Corporation Superfund Site, Pembroke Park, Florida (this was incorrectly
identified as the Florida Petroleum Reprocessors Superfund Site in the Form
10-KSB); (3) the Orlando Site; (4) Casmalia Resources Superfund Site, Santa
Barbara, California and (5) Solitron Devices Superfund Site, Riviera Beach,
Florida (the "Riviera Beach Site"). The terms and conditions of the
Ability-To-Pay Multi-Site Settlement Agreement ("ATP Agreement") require the
Company to pay to USEPA (a) the total sum of $75,000 during the first two years
from the effective date of the ATP Agreement and (b) $10,000 per year or 5% of
the Company's net income above $500,000 per year, whichever is greater, in years
three to seven from the effective date of the ATP Agreement. The ATP Agreement
provides that, in consideration of the Company's obligations under the ATP
Agreement, USEPA covenants not to

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Ms. Kate Tillan
October 7, 2005
Page 3

sue or take administrative action against the Company under the Comprehensive
Environmental Response, Compensation and Liability Act ("CERCLA"), 42 U.S.C.
9600 et seq. with regard to the five sites. The ATP Agreement was signed by the
Company on July 28, 2005, and is now being circulated for signature by USEPA and
the United States Department of Justice.

         With respect to the Tampa Site, USEPA recently notified the Company
that it does not consider the Company to be a potentially responsible party
("PRP") under CERCLA at the Tampa Site. Therefore, the Tampa Site is not
included in the ATP Agreement. The Company will disclose this and exclude any
further reference to the Tampa Site in future filings with the SEC. The Company
will discuss its environmental liabilities related to the five sites as
disclosed herein in its future filings with the Commission.

         (b) We acknowledge the Staff's comment regarding the disclosures
required by SFAS 5, SOP 96-1 and SAB Topic 5:Y. In accordance with SFAS 5
paragraph 8 and SOP 96-1.108, the Company has accrued all environmental loss
contingencies for which it is probable that liability has been incurred and the
amount of loss is reasonably estimable. In addition, pursuant to SFAS 5
paragraph 10 and SOP 96-1.159, the Company has disclosed certain environmental
loss contingencies for which accrual is not appropriate as it is not yet
probable that the loss has been incurred and/or amount of loss is not reasonably
estimable, but for which there is a reasonable possibility that loss or
additional loss may be incurred. The Company has described the nature of such
contingencies and the amount of possible losses where estimable. If an estimate
cannot be made, the Company has disclosed the reasons why it cannot be made. The
Company has also disclosed the existence of certain unasserted claims for which
it is not probable that a liability has been incurred and the Company has no
basis to determine whether assertion is probable or the amount of potential
loss. The Company anticipates that its disclosure will be as set forth in the
Company's response to Comment 3.

         (c) The significant components of the Company's accrued environmental
expenses of $985,000 are as follows:

<TABLE>
<CAPTION>
<S>                                                                           <C>
         REP Associates site cleanup estimate for the Port Salerno Site
         dated April 29, 1993                                                  $  727,000

         REP Associates site cleanup estimate for the Riviera Beach Site
         dated March 13, 1995                                                  $  356,000

         Less:  payment to FDEP escrow accounts                                $  (90,000)

         Less:  payment for environmental testing on the Riviera Beach Site
         pursuant to the Plan and Final Consent Judgment                       $   (8,000)
                                                                               ------------
                                                                               $  985,000
</TABLE>

         As of February 28, 2005, the Company had accrued environmental expenses
of $985,000 relating to the Port Salerno Site and Riviera Beach Site. Pursuant
to the Company's Fourth Amended Plan of Reorganization, as modified by the
Company's First Modification of Fourth

<PAGE>

Ms. Kate Tillan
October 7, 2005
Page 4

Amended Plan of Reorganization (the "Plan") effective August 30, 1993, and the
Consent Final Judgment, entered in October 1993 (the "Consent Final Judgment")
with the State of Florida Department of Environmental Protection ("FDEP"), the
Company is required to assess and remediate the Port Salerno and Riviera Beach
Sites, make monthly payments to escrow accounts for each site to fund the
assessment and remediation of such site, take all reasonable steps to sell the
Port Salerno and Riviera Beach Sites and, upon the sale of the properties, to
apply the proceeds from the sales to fund such work. In 1993, prior to the entry
of the Consent Final Judgment, the Company's environmental consultants estimated
the costs of remediation to be approximately $727,000 for the Port Salerno Site
and $356,000 for the Riviera Beach Site. This best estimate of cleanup costs by
the Company's environmental consultants is based on the assumption that the Plan
and Consent Final Judgment will be implemented with respect to environmental
liabilities. The Company has not been involved with any recent assessment or
remediation tasks and, therefore, it has no other basis to determine a
reasonable estimate of the Company's environmental costs for these sites. To
date, the Company has deposited an aggregate of $90,000 into escrow accounts for
the sites pursuant to the Consent Final Judgment. The Company's financial
statements in the Form 10-KSB reflect liabilities of $985,000 relating to the
foregoing assessment and remediation obligations under the Plan and Consent
Final Judgment.

         The amount currently accrued by the Company for these environmental
liabilities significantly exceeds the Company's financial obligation under the
ATP Agreement. Upon the effectiveness of the ATP Agreement, the Company will
account for the agreement as described below.

         (d) The Company did not account for the ATP Agreement as a loss
contingency in its financials included in the Form 10-KSB.

         It is the Company's position that USEPA's claims at the five sites
subject to the ATP Agreement were discharged in the prior bankruptcy and that
USEPA is bound by the terms of the remediation approved under the Amended Order
of Confirmation in Bankruptcy. Though USEPA was notified of the bankruptcy, had
knowledge of FDEP's claim and participation in the bankruptcy proceeding, and
had incurred response costs to investigate the properties, USEPA did not file a
claim in the bankruptcy. In addition, although USEPA verbally notified the
Company of its informal determination of the Company's alleged share of
liability at certain sites, it has not provided the Company with any detail or
documentation to support its estimates. The Company disputes USEPA estimates of
its alleged share of responsibility. As a result, the Company has not reserved
any environmental expense for USEPA's claims. However, given the costs of
litigating the issue, the Company believes that execution of the ATP Agreement
is in the best interest of the Company. The Company has engaged in negotiations
with USEPA in connection with the ATP Agreement over the last several years. The
Company previously signed an agreement with USEPA in January 2004. Such
agreement was never finalized and negotiations with USEPA continued thereafter.
Although the Company believed there was a reasonable possibility that it may
reach an agreement with USEPA, a final agreement was not yet probable. In
accordance with SFAS 5, such agreement is discussed in Note 13, including the
estimate of possible losses that the Company may incur pursuant to any such
agreement with USEPA. The

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Ms. Kate Tillan
October 7, 2005
Page 5

Company recently signed the ATP Agreement in July 2005 which will become
effective upon acceptance by USEPA and the Department of Justice and expiration
of the required public comment period.

         The ATP Agreement requires the Company to pay to USEPA (a) the total
sum of $75,000 during the first two years from the effective date of the ATP
Agreement and (b) $10,000 per year or 5% of the Company's net income above
$500,000 per year, whichever is greater, in years three to seven from the
effective date of the ATP Agreement. For payment to USEPA to be more than
$10,000 per year in years three to seven, the Company's net income would have to
be greater than $700,000 per year. The Company's net income over the last ten
years has exceeded $500,000 only once ($637,000 in fiscal year 2001). The
Company's average net income for the last five and last ten fiscal years was
$225,200 and $256,900, respectively. Therefore, the Company currently estimates
that it will pay $10,000 per year for years three to seven under the ATP
Agreement. Following the effective date of the ATP Agreement, the Company will
reduce its accrued environmental costs to $125,000 until paid. The components of
the $125,000 environmental liability under the ATP Agreement are summarized
below:

         1st and 2nd year payout         $  75,000
         Years 3 to 7                    $  50,000
                                         ---------
         Total                           $ 125,000

If and when the ATP Agreement becomes effective, the Company will determine the
proper accounting treatment for the reduction in accrued environmental costs.

3.       Please also note that pursuant to 310(b)(2)(ii), you must provide
         disclosure of material contingencies in your interim financial
         statements notwithstanding the disclosure in your annual financial
         statements. Please comply in future filings and provide us with your
         intended disclosure.

         We acknowledge the Staff's comment. The Company intends to provide
disclosure of its material contingencies in its interim financial statements in
future filings as follows:

Contingencies - Environmental Compliance

         The Company accrues for losses associated with environmental
remediation obligations when such losses are probable and reasonably estimable.

         The Company is currently engaged in negotiations with the United States
Environmental Protection Agency ("USEPA") to resolve the Company's alleged
liability to USEPA under the Comprehensive Environmental Response, Compensation
and Liability Act ("CERCLA"), 42 U.S.C. 9600 et seq. at the following five
sites: (1) Solitron Microwave Superfund Site, Port Salerno, Florida (the "Port
Salerno Site"); (2) Petroleum Products Corporation Superfund Site, Pembroke
Park, Florida; (3) Casmalia Resources Superfund Site, Santa Barbara, California
(the "Casmalia Site"); (4) Solitron Devices Site, Riviera Beach, Florida (the
"Riviera Beach Site"); and (5) City