SecProbe.io

Mail Stop 4561
May 24, 2010
 Patrick White, Chief Executive Officer Document Security Systems, Inc. 28 Main Street East, Suite 1525 Rochester, New York 14614
Re: Document Security Systems, Inc.
Registration Statement on Form S-3 Filed April 28, 2010
  File No. 333-166357

Dear Mr. White:

We have limited our review of the above-referenced filing to those issues we have
addressed in our comments.  Where indicate d, we think you should revise your document in
response to these comments.  If you disagree, we will consider your explanation as to why our comments are inapplicable or a revision is unnecessary.  Please be as detailed as
necessary in your explanation.  In  some of our comments, we may ask you to provide us with
information so we may better understand your disc losure.  After reviewing this information,
we may raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requ irements and to enhance the overall disclosure
in your filings.  We look forward to working with you in these respects.  We welcome any
questions you may have about our comments or any other aspect of  our review.  Feel free to
call us at the telephone numbers lis ted at the end of  this letter.
 General

1. Please identify the person who is signing your registration statement in the capacity
of principal accounting officer or controller (e.g., Mr. J ones.) See Instruction 1 to
Signatures of Form S-3.
 Selling Stockholders

 Selling Stockholders Table, page 13

2. Please revise the tabular disclosure of your selling shareholders to include the amount
and (if one percent or more) the percentage of the class to be owned by such security
holder after completion of the offering.  To th e extent that the perc entage to be owned
by any security holder after completion of th e offering will be less than one percent,

Patrick White
Document Security Systems, Inc. May 24, 2010 Page 2
you should include disclosure to this effect  in your filing.  See Item 507 of Regulation
S-K.
 Where You Can Find More Information, page 18

3. Please amend your document to reflect that the Commission now has only one public reference room which is located at 100 F Street, N.E., Washington, D.C. 20549.
 Documents Incorporated by Reference, page 18

4. It appears that you have not incorporated by reference all reports filed pursuant to
Section 13(a) or 15(d) of the Exchange Act si nce the end of your latest fiscal year for
which a Form 10-K was required.  See Item 12(a)(2) of Form S-3.  In this regard, we note that you have not expressly incorporat ed the current reports on Forms 8-K filed
on January 4, 2010, February 18, 2010 and February 12, 2010 as well as your quarterly report on Form 10-Q for the qua rter ended March 31, 2010 filed on March
17, 2010.  Please expressly incorporate these documents in your amended filing.
5. As a related matter, please consider includi ng in your document language stating that
all filings filed pursuant to the Exchange Ac t after the date of the initial registration
statement and prior to effectiveness of the registration statement shall be deemed to
be incorporated by reference into the pr ospectus.  See Question and Answer 123.05 of
Securities Act Forms Compliance and Disclosure Interpretations.
 Exhibit 5.1

6. Your legality opinion includes language that appears inconsistent with the nature of
this resale offering.   In this regard, we not e that the opinion states that the shares will
be validly issued, fully paid and nonassessabl e on the conditions that the shares are
specifically authorized for issuance and that  you have received consideration for the
shares.  Please provide a revi sed legal opinion stating, if true , that the shares have
been authorized, validly issued, fully paid  and nonassessable at the time of issuance
to the selling shareholders and will be authorized, validly issued, fully paid and
nonassessable at the time of sell by the selling security holders.  In addition, to the extent you are offering for sale any securities in this offering, please advise, or in the alternative, revise your legal opinion to remove language to such effect.
 Exhibit 23.1

7. Your consent is not signed. Please file  a signed consent of your independent
registered public accounti ng firm in an amendment.

*     *     *     *     *

Patrick White
Document Security Systems, Inc. May 24, 2010 Page 3
As appropriate, please amend your regist ration statement in response to these
comments.  Each responsive amendment should also include a marked copy of the amended filing that conforms with the provisions of Rule 310 of Regulation S-T.  Marked copies such as those in HTML format that show changes within paragraphs help us to expedite our
review.  Please furnish a cover letter with each amendment that keys your responses to our
comments and provides any requested information.  Detailed cover letters greatly facilitate
our review.  Please understand that we may have additional comments  after reviewing your
amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that th e filing includes all inform ation required under the
Securities Act of 1933 and that they have provi ded all information investors require for an
informed investment decision.  Since the comp any and its management are in possession of
all facts relating to a company’s disclosure, they are re sponsible for the accuracy and
adequacy of the disclosures they have made.
Notwithstanding our comments, in the event the company requests acceleration of the
effective date of the pending registration statemen t, it should furnish a letter, at the time of
such request, acknowledging that:

‚ should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;
 ‚ the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and
 ‚ the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the
registration statement as confirmation of the f act that those requesti ng acceleration are aware
of their respective responsibilities under the Securities Act of 1933 and the Securities
Exchange Act of 1934 as they relate to th e proposed public offering of the securities
specified in the above registration statement.  We will act on the request and, pursuant to delegated authority, grant accelerati on of the effective date.

Patrick White
Document Security Systems, Inc. May 24, 2010 Page 4
We direct your attention to Rule 461  regarding requesting acceleration of a
registration statement.  Please allow adequate  time after the filing of any amendment for
further review before submitting a request for acceleration.  Please provide this request at
least two business days in advance of the requested effective date.
 Please direct any questions to Ryan Houseal, Attorney-Advisor, at (202) 551-3105 or,
in his absence, to me at (202) 551-3735.

     S i n c e r e l y ,          Barbara C. Jacobs
Assistant Director
   cc: Facsimile: (303) 770-7257

 Gary A Agron, Esq.
 Law Offices of Gary A Agron, Esq.