SecProbe.io

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						September 19, 2005

Mail Stop 4561

Steven A. Odom
Chairman of the Board and Chief Executive Officer
Verso Technologies, Inc.
400 Galleria Parkway
Suite 300
Atlanta, GA 30339

	Re:	Verso Technologies, Inc.
		Registration Statement on Form S-3
		Filed August 24, 2005
		File No. 333-127817

Dear Mr. Odom:

	This is to advise you that we have limited our review of the
above-referenced filing to the matters addressed in the comments
below.  Where indicated, we think you should revise your filing in
response to these comments.  If you disagree, we will consider
your
explanation as to why our comment is 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
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.
General
1. Please be advised that our accounting staff is conducting a
review
of the financial statements and related matters in your periodic
reports.  Comments, if any, will be sent shortly under separate
cover.  Please note that this registration statement will not be
declared effective until all accounting comments have been
cleared.

Registration Statement on Form S-3
Prospectus Cover Page
2. Please revise to disclose your concurrent offering on Form S-3
(333-126223) and to state the number of shares currently being
offered under your other registration statement.

Where You Can Find More Information, page 8
3. Please revise this section to include your Form 10-Q filed on
August 9, 2005 and ensure that your future amendments are updated
to
include all filings that are required to be incorporated by
reference
and are made prior to effectiveness.  See Interp. H.69 of the July
1997 CF Manual of Publicly Available Telephone Interpretations.

Selling Shareholders, page 13
4. While we note the disclosure you have provided regarding the
amendment to the 7.5% convertible debentures, we also note from
the
terms of the debentures issued in 2000 that the original
conversion
price was $4.50 but is now $2.60.  Revise to explain the basis for
this change and to ensure that any other material changes with
respect to the debentures that have occurred since the issuance of
the 2000 debentures have been disclosed.  For example, it does not
appear that the selling shareholders were signatories to the
Convertible Debenture and Warrant Purchase Agreement dated October
31, 2000.  Please revise to indicate how the selling shareholders
received their interests in the debentures.
5. Please revise to clarify which shares underlying the
convertible
debentures are being registered.  Your disclosure on page 13
indicates that the shares being registered are issuable upon
conversion of the 7.5% convertible debentures in the aggregate
principal amount of $4.5 million, but it appears that you are
registering only 865,385 shares underlying the debentures,
approximately half of the shares that would be issuable at a
conversion rate of $2.60.  Were the remaining shares registered in
a
prior registration statement or are you registering only the
shares
that will be issuable once you have made the scheduled payments
through the end of November of 2005?  Please revise to clarify and
ensure that you include a thorough description of any terms of the
amendment that caused you to register what appears to be only half
of
the shares underlying the convertible notes.
6. Please note that disclosure regarding all material transactions
with a selling shareholder that took place within the past three
years must be provided to conform to the requirements of Item 507
of
Regulation S-K.  Accordingly, please revise to disclose the terms
of
the February 24, 2004 warrant and debenture that are discussed in
footnote 8.  Additionally, we note from your disclosure on page 13
that you entered into the amendment with the selling security
holders
to restructure the payment terms of the debentures, "among other
things."  Please confirm that the "other things" to which you
refer
relate to the issuance of the additional warrants and the entry
into
the registration rights agreement or expand your disclosure to
ensure
that you have provided a thorough discussion of all of the
material
terms of the amendment and any related agreements.
7. We note that Section 14 of each of the warrants exercisable for
shares being registered state that Verso shall use the net
proceeds
from the exercise of the warrants solely for payment obligations
under the debentures.  Please revise to discuss the material terms
of
this provision.

Exhibit Index
8. Please revise your exhibit index to include the Convertible
Debenture and Warrant Purchase Agreement.  See Item 601(b)(4) of
Regulation S-K.  Additionally, while it appears that the
convertible
debentures were issued in 2000, your exhibit index indicates that
the
form of debenture was filed as an exhibit to an 8-K dated December
6,
2005.  Please revise accordingly.

* * * * *

      As appropriate, please amend your filing in response to
these
comments.  You may wish to provide us with marked copies of the
amendment to expedite our review.  Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested supplemental 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 filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are 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.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission 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 and 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 advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division 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 a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

	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.

	If you have any questions, please call Adam Halper, at (202)
551-3482 or Sara Kalin at (202) 551-3454.  If you require
additional
assistance you may contact the undersigned, at (202) 551-3730.

      		Sincerely,

      		Barbara C. Jacobs
      		Assistant Director

cc:	Via Facsimile
      Robert C. Hussle & Lori Gelchion, Esq.
	Rogers & Hardin LLP
	2700 International Tower
	229 Peachtree St., NE
	Atlanta, GA 30303
	Telephone: (404) 522-4700
	Facsimile:  (404) 525-2224
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Steven A. Odom
Verso Technologies, Inc.
September 19, 2005
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