SecProbe.io

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September 13, 2005                                   Guy P. Lander
                                                     Dir 212-588-5511
                                                     Fax: 212.644.8489
                                                     glander@dwpv.com

                                                     File No. 060507-61356

Via Facsimile and
EDGAR Transmission

Ms. Claire Erlanger
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549-3628

                  Re:   Kent Financial Services, Inc.
                        Form 10-KSB for the year ended December 31, 2004
                        Form 10-QSB for the period ended March 31, 2005
                        Commission file #: 001-07986

Dear Ms. Erlanger:

      On behalf of Kent Financial Services, Inc. ("Kent"), the following is
provided in response to comments received from the staff (the "Staff") of the
Securities and Exchange Commission in their letter dated July 27, 2005. For the
convenience of the Staff, we have restated the Staff's comments, and the number
of the responses and headings set forth below correspond to the numbered
comments and headings in the letter from the Staff. Once the staff has completed
its review, Kent will incorporate into its filed documents changes and
additional disclosures that Kent deems necessary or appropriate.

Form 10-KSB for the year ended December 31, 2004

Management's Discussion & Analysis

- Market Risk, page II-7

1.    We note from your statement of operations that the caption "interest,
      dividends and other" was a significant part of your revenue in 2004.
      Please revise your market risk disclosure to include a discussion on
      interest rate risk,
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      or alternatively tell us why you do not believe that risk is significant
      to your operations.

      The Company does not believe that interest rate risk is significant to its
operations for the following reasons. In 2004, the Company had interest,
dividends and other income of $485,000 of which only $116,000 was interest
income. The Company recorded no dividend income in 2004. The Company earns
interest on its cash equivalents. Cash equivalents consist of U.S. treasury
bills with original maturities of three months or less. Due to the nature of
these cash equivalents, there is no risk of the reduction in the value of these
cash equivalents resulting from a change in interest rates as the cash
equivalents are carried at market value. Further, the potential change in
interest income, using a hypothetical .25% change in interest rates is estimated
to be $35,000 annually and not deemed material to the Company. In future
filings, the Company will disclose interest income separately on its financial
statements.

Investment Company Act of 1940, page II-8

2.    We note your disclosure that you believe your 50.06% ownership in Cortech
      is your primary business and you will not be deemed to be an investment
      company under the 1950 Act. Please explain to us how you have analyzed
      your status in regards to the requirements to register as an investment
      company under the 1940 Act and explain why you believe that you are not
      required to register as such an investment company.

      First, Section 3(a)(1)(A) of the Investment Company Act defines an
investment company as any issuer that "is or holds itself out as being engaged
primarily, or proposed to engage primarily, in the business of investing,
reinvesting, or trading in securities." To fall within the Section 3(a)(1)(A)
definition, an issuer must either hold itself out as being or actually be
primarily engaged in the business of investing, reinvestment, or trading in
securities. Generally, an issuer is primarily engaged in a business when at
least 55% of its assets are used in that line of business.

      The Company is not holding itself out as investing in securities.
Additionally, it is not primarily engaged in the business of investing in
securities. To constitute an investment under Section 3(a)(1)(A) (and (C)), the
main purpose of the transaction must be the expectation of profits, not the
keeping of cash ready for other purposes. See Frankel, Regulation of Money
Managers, Vol 1, ss. 5.02[C]. Here, the company is holding almost all its assets
in cash and cash equivalents. The cash equivalents are treasury bills of less
than 90 days duration which are normally held to maturity. Compare SEC v.
Capital Counselors, Inc., 332 F.Supp. 291 (SDNY 1971), attorneys fees denied 378
F.Supp. 224 (SDNY 1974), aff'd 512 F.2d 654 (2d Cir. 1975) and J.D. Gillespie,
13 SEC 470 (1943).
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                                                                          Page 3

      Second, Section 3(a)(1)(C) of the Act defines an investment company as an
issuer that is engaged in the business of owning or holding securities and that
owns investment securities having a value exceeding 40 per cent of the value of
the issuer's total assets (excluding government securities and cash items) on an
unconsolidated basis. Under Section 3(a)(2) of the Act, "investment securities"
excludes government securities and securities issued by majority-owned
subsidiaries that are not investment companies and that are not Section 3(c)(1)
of 3(c)(7) private investment companies.

      Enclosed, provided supplementally, are balance sheets for Kent and Cortech
that are unconsolidated for less than wholly owned subsidiaries, together with
an organizational chart of Kent.

      Because the bulk of Cortech's assets consist of U.S. government
securities, which falls outside the definition of "investment securities," and
because the majority of Kent's assets are its securities in its majority owned
subsidiary, Cortech, each of Cortech and Kent is not an investment company under
Section 3(a)(1)(C) of the Act. Government securities and cash items are excluded
from the numerator and denominator in the calculation and securities of majority
owned subsidiaries are only excluded from the numerator.

      First, Cortech is not an investment company under Section 3(a)(1)(C) of
the Act. The balance sheet of Cortech as of June 30, 2005 indicates that for the
asset test of Cortech, the numerator would consist of all investment securities,
which is zero. The denominator would consist of total assets of $11,324,000 less
government securities of $11,169,000 and cash of $141,000, which leaves $14,000
(consisting of prepaid assets). 0/$14,000 is 0%, which is less than 40%.
Consequently, Cortech is not an investment company under Section 3(a)(1)(C) of
the Act.

      Second, the pro forma balance sheet of Kent indicates that for the asset
test of Kent, the numerator would consist of all investment securities, which is
$537,000 (securities owned of $386,000, investment in GolfRounds.com of
$122,000, and investment in General Devices of $29,000). The denominator would
consist of total assets of $8,783,000 less government securities of $2,162,000
and cash of $135,000, which is $6,486,000. $537,000/$6,486,000 is 8%, which is
less than 40%. Consequently, Kent is not an investment company under Section
3(a)(1)(C) of the Act.

Notes to the Financial Statements

Note 1. Summary of Significant Accounting Policies

- Sale of T.R. Winston

3.    We note that in 2003 you sold 60% of Winston to two executives of Winston.
      Please tell us the nature and amount of consideration that was received
      from
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                                                                          Page 4

      the sale of that interest and indicate whether a gain or loss was
      recognized on sale of the interest. If so, explain how it was calculated.
      Additionally, please explain to us the nature and terms of the put option
      liability that was established in connection with the initial sale and
      your basis of accounting for it as deferred compensation, or a reduction
      in equity in 2003. Also, explain in further detail how you calculated the
      gain on disposition of your remaining interest in Winston of $71,000. We
      may have further comment upon receipt of your response.

Consideration

      Effective July 31, 2003, T.R.Winston & Company, Inc. (Winston Inc.), a
wholly owned subsidiary of the Company was reorganized as T.R. Winston &
Company, LLC (Winston LLC). In accordance with the Amended and Restated Limited
Liability Company Agreement of Winston LLC (the "Agreement"), which was filed as
an exhibit to the Company's Form 10-QSB for the quarter ended June 30, 2003, the
Company retained 40% of Winston LLC and 60% of Winston LLC was sold to two
officers of Winston Inc. Pursuant to the Agreement, the beginning equity of
Winston LLC was to be $500,000. Upon consummation of the Agreement, Winston Inc.
distributed cash to Kent, reducing Kent's investment in Winston LLC to $200,000,
its required capital for its 40% interest. The officers of Winston LLC
contributed $300,000, bringing the equity in Winston LLC to $500,000. As a
result, no gain or loss was recorded in connection with the transaction.

Put Option

      The Agreement also provided that John W. Galuchie, Jr. (an officer of
Winston LLC and former officer of Kent), subject to certain conditions, shall
have the right to require Kent to purchase all of his Units in Winston LLC for a
purchase price of $390,000, for a period of thirty (30) days following the
second anniversary of the date of execution of the Agreement

      FAS 150, paragraph 10 states that `a financial instrument that embodies a
conditional obligation to redeem the instrument by transferring assets upon an
event not certain to occur becomes mandatorily redeemable--and, therefore,
becomes a liability--if that event occurs, the condition is resolved, or the
event becomes certain to occur. Paragraph 11 of FAS 150 states a financial
instrument, other than an outstanding share, that, at inception, (a) embodies an
obligation to repurchase the issuer's equity shares, or is indexed to such an
obligation, and (b) requires or may require the issuer to settle the obligation
by transferring assets, shall be classified as a liability (or an asset in some
circumstances). Examples include forward purchase contracts or written put
options on the issuer's equity shares that are to be physically settled or net
cash settled.' Paragraph 20 and 21 of FAS 150 states that `mandatorily
redeemable financial instruments shall be measured initially at fair value and
equity should be reduced by an amount equal to the fair
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value of the shares at inception. Therefore, Kent recorded this liability of
$390,000 with an offset to stockholders equity of $390,000 disclosed as deferred
compensation, as such amount, if paid, would be paid under the provisions of
Galuchie's employment agreement with Kent.

Sale of Remaining Interest

      In accordance with the Agreement to Purchase Membership Units ("40% Sale
Agreeement, the Company sold its remaining 40% interest in Winston LLC, to the
other members of Winston LLC effective August 1, 2004, as follows ($000's
Omitted):

      Gross Sales Price                                           $ 1,000
      Cancellation of put option in the original amount              (390)
      Other adjustments                                               (90)
                                                                  -------
           Cash Proceeds                                              520
      Investment in Winston LLC as of the transaction date           (449)
                                                                  -------
           Gain on sale                                           $    71
                                                                  =======

Note 3. Securities Owned

4.    We note you have a 36.9% interest in General Devices, which has been
      increased to a 44% interest subsequent to year end. Please tell us your
      basis for not accounting for this investment using the equity method of
      accounting. If you do not believe that you 36.9% interest provides you
      with significant influence over this entity's operations, explain in
      detail your basis for this conclusion. See paragraph 17 of APB 18.

      Asset Value Fund Limited Partnership (AVF), a wholly owned subsidiary of
Asset Value Management, a wholly owned subsidiary of Kent is a partnership whose
primary purpose is to hold positions in a limited number of companies. In 1999
AVF acquired shares representing 25.81% of General Devices, Inc. (GNDV). In
2002, AVF increased its ownership to approximately 36.9% and in 2005 to 43.94%.
AVF did not record its investment in GNDV on the equity method because AVF has
no representation on the board of directors of GNDV and did not exert
significant influence despite its financial interest. Although a monthly
management fee of $4,000 was and is paid to AVF by GNDV, the services it
performs are primarily administrative, including SEC filings and the
introduction of merger and acquisition proposals. As a result of the
aforementioned, the
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Company deemed it appropriate not to record its investment in GDNV under the
equity method, but rather under the fair value method.

5.    Your disclosures suggest that you have classified your equity securities
      as trading securities. Considering your disclosure in Note 3 that your
      securities are held for capital appreciation, and the fact that the
      securities of Dewey Electronics and Golf Rounds have been held since at
      least 1999, please tell us why you believe these investments are
      appropriately classified as trading securities. Also, tell us and revise
      your financial statements to explain how the investment gains reflected in
      your statements of operations were calculated or determined and disclose
      the portion of the gains that relate to securities still held at the
      reporting date. Additionally, explain how you determined that your
      investment securities held at December 31, 2004 were not impaired.

      Generally, securities owned by AVF are equity securities that are bought
and held principally for the purpose of selling them in the near term with the
objective of generating profits on short-term differences in price or short-term
capital appreciation. Due to market conditions, securities of Dewey Electronics
Corp (Dewey) have been held since 2002, however, in the first six months of
2005, AVF did sell 70,000 shares of Dewey realizing a gain of $202,000 and
reducing its ownership to 65,000 shares. Management's intent is to sell the
remaining securities of Dewey and of GolfRounds as soon as it is deemed
appropriate by the Company's management based upon market conditions. Therefore,
the Company believes that these investments are appropriately classified as
trading securities.

      Note 3 to the financial statements will be revised to include the
following:

            The Company's securities are valued at fair value. Fair value is
            ordinarily the listed market price of the stock. If listed market
            prices are not indicative of fair value or if liquidating the
            Company's position would reasonably be expected to impact market
            prices, fair value is determined based on other relevant factors.
            Among the factors considered by management in determining fair value
            of the portfolio positions are the financial condition, asset
            composition and operating results of the issuer, the long-term
            business potential of the issuer and other factor