SecProbe.io

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                [DAVIES WARD PHILLIPS & VINEBERG LLP LETTERHEAD]

                                                         Guy P. Lander
                                                         Dir 212-588-5511
                                                         Fax: 212.644.8489
November 1, 2005                                         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 October 11, 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

Notes to the Financial Statements

Note 1.  Summary of Significant Accounting Policies
Sale of T.R. Winston

1.    We have reviewed your response to our prior comment number 1. However, we
      are unclear as to why the Company was not amortizing the $390,000 of
      deferred compensation recognized in connection with the put option
      provided in the Amended and Restated LLC Agreement as compensation expense
      over the term of Mr. Galuchie's employment agreement, since your response
      indicates that the deferred compensation relates to Mr. Galuchie's
      employment agreement. Please

<PAGE>

      advise or revise as appropriate. Also, please revise Note 1 to explain the
      nature and terms of the put option arrangement, the reasons it has been
      accounted for as deferred compensation, and the reason it has been
      reflected as an adjustment to the sales price for the sale of the
      Company's remaining 40% interest in the T. R. Winston & Company LLC. We
      may have further comment upon receipt of your response and our review of
      your revised disclosures.

Amortization of Put Option

      The Agreement provided that John W. Galuchie, Jr. (an officer of Winston
LLC and former officer of Kent), subject to certain conditions, had 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. Galuchie's ability to require Kent to
purchase his units was related to Galuchie's employment agreement with Kent,
however, was contingent upon Galuchie's request, among other factors, therefore,
not assured. The Agreement further stated that Galuchie's earnings from his 10%
ownership of Winston LLC during the two years (excluding his salary) will be
deducted from the $390,000 purchase price. Therefore, the put option was reduced
as follows (in $000's):

Transaction                                            Reduction       Balance
--------------------------------------------------------------------------------
Balance established at time of sale of TRW                             $390
July - December 2003                                   $10              380
January - March 2004                                    36              344
April - June 2004                                       10              334
July 2004                                               11              323

      Note 1 to the financial statements will be revised to include the
following:

Sale of T. R. Winston

      Until July 31, 2003, the Company's business was comprised principally of
the operation of T. R. Winston & Company, Inc. ("Winston"), a licensed
securities broker-dealer and a wholly owned subsidiary. Effective July 31, 2003,
the Company sold 60% of Winston to two executives of Winston (the "Agreement").
Immediately prior to the sale, Winston paid cash to the Company reducing
Winston's equity to $500,000 and the Company then recorded its 40% investment in
T. R. Winston & Company LLC ("Winston LLC") at $200,000. The Company also
established a put option liability for $390,000 as the Agreement also provided
that an officer of Winston LLC (and former officer of Kent), subject to certain
conditions, had 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 30 days following
the second anniversary of the date of execution of the Agreement, however, the
actual payment of this contingent liability was not certain, nor anticipated by
the Company. As this contingent payment related to the officer's employment
agreement with the Company, the put option was recorded as a liability and
offset to stockholders' equity as deferred (contingent) compensation. Subsequent
to the Agreement, the Company had no management responsibility for Winston LLC
but was entitled to a 40% distributive share of Winston LLC's profits as defined
by the Agreement, and was accounting for its investment in Winston LLC by the
equity method.

<PAGE>

      In August 2004, pursuant to a new agreement, the Company sold its
remaining interest in Winston LLC for $1 million (the "Second Agreement"). The
Second Agreement provided that the $1 million sales price to be reduced by the
$390,000 contingent put option liability.

Note 3.  Securities Owned

2.    We note from your response to prior comment 4 that you have not recorded
      your investment in general Devices as an equity method investment because
      you do not have representation on the board of directors and you did not
      exert significant influence. Given your voting interest of 36.9%, please
      explain why you do not believe that you had the ability to exercise
      significant influence over General Devices, Inc. Note that APB 18 does not
      actually require an investor to exercise significant influence for the use
      of this method to be appropriate and representation on the Board of
      Directors is only one factor that should be considered in determining the
      appropriate treatment. Please revise to reflect this investment using the
      equity method of accounting or explain why you do not believe this is
      required. Refer to the guidance in FIN NO. 35.

      Additionally, we note that during the second quarter of 2005 you have
      determined that it is appropriate to consolidate General Devices based on
      the guidance in FIN 46. Please tell us the nature and timing of the change
      of circumstances between December 31, 2004 and second quarter 2005 that
      resulted in your conclusion that your investment in General Devices did
      not need to be consolidated as of December 31, 2004 under the guidance in
      FIN 46 but did not require consolidation at June 30, 2005.

      Kent, through its wholly owned subsidiary, Asset Value Fund Limited
Partnership (AVF) acquired its share of General Devices, Inc. (GNDV) for the
purpose of maximizing its investment through the introduction of merger or
acquisition candidates. Although AVF owned more than 20%, it has no
representation on the Board of Directors and AVF did not feel it exercised
influence over the operating and financial policies of GNDV. Further, according
to FASB Interpretation No. 35, one example that an investor may be unable to
exercise significant influence over the operating and financial policies of an
investee is when majority ownership of the investee is concentrated among a
small group of shareholders who operate the investee without regard to the views
of the investor. In the case of GNDV, at December 31, 2004, AVF owned
approximately 37% of the outstanding common stock of GNDV and four other
investors owned approximately 35% of the outstanding common stock of GNDV. The
Company believes that the concentration of the 35% owned by the other four
investors precluded AVF from exercising significant influence over GNDV.

      AVF accounted for its investment in GNDV by the fair value, which is
ordinarily the listed market price of the security. However, when listed market
prices are not indicative of fair value, or if liquidating the Company's
position would reasonably be expected to impacted market prices, fair value is
determined based on other relevant factors. Among the factors considered by
management in determining fair value of the portfolio position are the financial
condition, asset composition and operating results of the issuer.

<PAGE>

      For the fiscal years 2004 and 2003, GNDV has net losses of approximately
$81,000 and $73,000, respectively. Had the Company accounted for its investment
by the equity method, it would have recorded equity in the losses of GNDV of
approximately $30,000 and $27,000 in 2004 and 2003, respectively. The Company
recorded unrealized losses on its securities of $50,000 in 2004, and
approximately $0 in 2003, a net difference of $7,000. The Company feels that
this difference is immaterial. In October, 2005, the company sold its entire
position in GNDV.

FIN 46 Consolidation

      During the second quarter of 2005, GNDV determined that additional
financing would be required for it to fund its business activities, of seeking a
merger or acquisition, and for general operating expenses. The Board of
Directors of GNDV authorized the issuance of additional shares of its common
stock to provide the required liquidity. AVF informed GNDV that it would
purchase sufficient shares from the Company to provide required funding when
necessary. Such agreement did not exist at December 31, 2004 or in the first
quarter of 2005. The Company determined that, as a result of this agreement in
the second quarter of 2005, under FIN 46, GNDV was a variable interest equity
and that the Company was the primary beneficiary and consolidated GNDV in its
financial statements beginning April 1, 2005. The Company continued to
consolidate GNDV until October 2005 when it sold its entire interest in GNDV on
October 18, 2005 for approximately $343,000 recording a gain of approximately
$307,000.

Note 4. Acquisition of Cortech

3.    We have reviewed your response to our prior comment number 6 but continue
      to have concern that the accounting treatment used for Cortech prior to
      the June 2004 transaction in which AVF acquired 139,328 shares of Cortech
      was not appropriate. In your response to our prior comment, you indicate
      that the AVF accounted for the shares of Cortech previously held as
      trading securities at fair value, and that the use of this method did not
      materially differ from that which would result from the use of the equity
      method of accounting. Please explain in detail your basis for this
      conclusion. As part of your response, tell us the equity in earnings that
      would have been recognized during 2003 and 2004 from this investment had
      the equity method been used during these periods. Also, tell us the
      earnings or losses recognized due to changes in fair value during the
      periods presented in your financial statements. We may have further
      comment upon receipt of your response.

<PAGE>

      The following table shows the amount that the Company recognized in
unrealized gains (losses) on its investment in Cortech and the amount that would
have been recognized had the Company used the equity method of accounting:

<TABLE>
<CAPTION>
                                                           ($000's omitted)
                           ---------------------------------------------------------------------------------

                            Unrealized gain (loss)      Net amount that would
                           included in income based      have been recognized
Quarterly Period Ended          upon Fair Value        using the equity method            Variance
------------------------------------------------------------------------------------------------------------
<S>                                 <C>                         <C>                           <C>
      3/31/2004                     $ (24)                      $ (40)                        $16
     12/31/2003                         5                         (24)                         29
      9/30/2003                       (45)                        (41)                         (4)
      6/30/2003                       (27)                        (30)                          3
      3/31/2003                       (45)                        (54)                          9
                                    -----                       -----                         ---
                                    $(136)                      $(189)                        $53
                                    =====                       =====                         ===
</TABLE>

      There is a difference in the fair value method compared to the equity
method, due to additional purchases of Cortech stock made by the Company,
causing the Company's ownership percentage of Cortech to increase steadily
throughout each period. The Company purchased additional shares of Cortech more
than 30 times from January 1, 2003 - March 31, 2004 at prices ranging between
$2.43 and $3.01 per share, increasing its ownership percentage from 44.3% to
47.2% during the same period. The value of the Company's investment in Cortech
as recorded, however, does not differ substantially from the value that the
Company's investment would have been recorded at had the Company used the equity
method, hence when Cortech was consolidated in the financial statements at June
30, 2005, there was only a $5,000 adjustment required. The following table shows
the value of the Company's investment in Cortech as recorded and the value that
would have been recorded had the Company used the equity method of accounting:

<TABLE>
<CAPTION>
                                                             ($000's omitted)
                           ---------------------------------------------------------------------------------

                                Investment in Cortech on         Proportionate
Quarterly Period Ended             Company's Books         Share of Cortech's Equity        Variance
------------------------------------------------------------------------------------------------------------
<S>                                 <C>                         <C>                           <C>
         3/31/2004                     $5,411                      $5,407                        $4
        12/31/2003                      5,331                       5,333                        (2)
         9/30/2003                      5,187                       5,195                        (8)
         6/30/2003                      5,216                       5,217                        (1)
         3/31/2003                      5,226                       5,225                         1
</TABLE>

4.    We note from your response to prior comment 7 that you have revised Note 4
      to include information for the year ended December 31, 2004 required by
      paragraph 47 and 48 of SFAS No. 123. Please revise your note to also
      include the information for the year ended December 31, 2003.
      Additionally, please include a description of the m