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      Contact Phone Number

    [Letterhead
      of Olshan Grundman Frome Rosenzweig & Wolosky LLP]

    November
      22, 2005

    VIA
      FAX

    United
      States Securities and Exchange Commission

    100
      F
      Street N.E.

    Washington,
      D.C. 20549

    Division
      Of Corporation Finance

    Mail Stop
      4561

    Attention:
      Assistant Director Barbara C. Jacobs

              Re:

              Tidel
                Technologies, Inc.

    Preliminary
      Proxy Statement on Schedule 14A

    Originally
      filed on October 28, 2005

    Form
      10-K for the years ended 2004 and 2003

    Forms
      10-Q for the periods ended December 31, 2004,

    March
      31 and June 30, 2005

    Dear
      Assistant Director Jacobs:

    We
      acknowledge receipt of your comment letter dated November 22, 2005 (the “Comment
      Letter”) with regard to the above-referenced matter. We have reviewed the
      Comment Letter with Tidel Technologies, Inc. (the “Company”) and provide the
      following response on its behalf. Capitalized terms used herein and not
      separately defined have the meanings given to them in the Preliminary Schedule
      14A. For ease of reference we have reproduced your comments in the Comment
      Letter in italicized form below.

                1.

                Per
                  our telephone conversation of November 22, 2005, please revise
                  to include
                  pro forma statements of operations for the years ended September
                  30, 2003
                  and 2002. Pro forma income statement adjustments for gains and
                  losses
                  directly attributable to the transaction are not appropriate on
                  the face
                  of the pro forma statement of operations. Accordingly, please revise
                  to
                  remove pro forma adjustments 5 and 6 and include such amounts as
                  an
                  adjustment to pro forma retained earnings with an appropriate explanation
                  in the notes to the pro forma financial
                  statements.

    Response

    We
      attach
      pro forma condensed consolidated statements of operations for the years ended
      September 30, 2003 and 2002 (together with the nine months ended June 30, 2005
      and the year ended September 30, 2004). If these pro forma statements of
      operations are satisfactory, the Company will include such financial statements
      immediately following the pro forma statements of operations for the year ended
      September 30, 2004 in the proxy statement to be distributed to
      stockholders.

              2.

              See
                prior comment no. 17. We note your revised proposed disclosure relating
                the annual and quarterly reports states that the significant deficiencies
                in your internal controls and procedures “were not found to constitute a
                material weakness.” Please tell us in your written response what analysis
                you undertook to determine that the deficiencies you cite did not
                constitute a material
                weakness.

    Response

    The
      attached Annexes have been revised in response to this comment. Changes from
      the
      versions previously submitted to you are redlined. If the Staff considers the
      revised language responsive, the Company will file amendments to its last annual
      and most recent three quarterly reports with such disclosure.

                3.

                See
                  prior comment no 21. We note that the proposed language regarding
                  the
                  conclusion of your certifying officers for the annual report as
                  well as
                  each of the three periods ending December 31, 2004, March 31 and
                  June 30,
                  2005 states that the disclosure controls and procedures “were not
                  effective as of the end of the year ended September 30, 2004.” Item 307 of
                  Regulation S-K requires that your principal executive and principal
                  financial officer disclose their conclusion as to the effectiveness
                  of
                  your disclosure controls and procedures as of the end of the period
                  covered by each of the reports. Note that the Form 10-K, which
                  covers the
                  fiscal years ended September 30, 2003 and 2004, should include
                  management’s conclusions as to the effectiveness of the disclosure
                  controls and procedures for each of the years covered by the report.
                  Please revise
                  accordingly.

    Response

    Attached
      as Annexes I, II-A, II-B, and II-C hereto is proposed revised language for
      the
      Company’s Controls and Procedures disclosure for its amended Fiscal 2003/2004
      Form 10-K and its three most recent Forms 10-Q. Changes from the versions
      previously submitted to you are redlined. If the Staff considers this proposed
      amended disclosure responsive, the Company will file amendments to such annual
      and quarterly reports with such disclosure.

    *******

    The
      Staff
      is invited to contact the undersigned with any comments or questions it may
      have. We would appreciate your prompt advice as to whether the Staff has any
      further comments.

    Sincerely,

    /s/
      Adam
      W. Finerman

              CC:

              Mark
                K. Levinick

    Robert
      D.
      Peltier

        2

              ITEM
                9A.

              CONTROLS
                AND PROCEDURES

    (a)
      Evaluation of Disclosure Controls and Procedures

    Mark
      K.
      Levenick, our Interim Chief Executive Officer, and Robert D. Peltier, our
      Interim Chief Financial Officer, have evaluated the effectiveness of the design
      and operation of our “disclosure controls and procedures”, as such term is
      defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities
      Exchange Act of 1934, as amended (the “Exchange Act”).
      James T.
      Rash was Chief Executive and Chief Financial Officer during the fiscal years
      ended 2002, 2003 and 2004.
      Mr. Rash
      died on December 19, 2004.
      Mr.
      Levenick was appointed Interim Chief Executive Officer on December 22,
      2004.
      During
      fiscal years 2002, 2003 and 2004, Mr. Levenick served as Chief Operating Officer
      and Director of the Company, and President and Chief Executive Officer of Tidel
      Engineering, L.P., the Company’s principal operating subsidiary.
      In
      February 2005, Mr. Robert D. Peltier joined the Company as Interim Chief
      Financial Officer, having had no prior affiliation with the Company.
      Mr.
      Peltier began his assessment of disclosure controls and internal controls
      without having ever been in a position of active management or knowledge over
      transactions during fiscal years 2002, 2003 or 2004.

    In
      conducting our evaluation of disclosure controls and procedures, our Chief
      Executive Officer and our Chief Financial Officer made inquiries with
      accounting, administrative and operational personnel and reviewed the historical
      facts, including the Company’s failure to file its periodic reports on a timely
      basis.
      Our
      Chief Executive Officer and our Chief Financial Officer noted that the Company
      had failed to file any periodic report required to be filed under the Exchange
      Act from September 30, 2002 to February 1, 2005, on which date we filed our
      Form
      10-K for the fiscal year ended September 30, 2002, which was more than two
      years
      late.
      Furthermore, it was noted that this Form 10-K for the fiscal years ended
      September 2003 and 2004, and the Company’s Forms 10-Q for the quarterly periods
      ended December 31, 2004 and March 31, 2005 were filed on August 1, 2005, were
      each at least several months delinquent.
      In their
      evaluation, our Chief Executive Officer and our Chief Financial Officer noted
      that the Company’s periodic reporting failure was caused by (1) limited
      financial and personnel resources at the times such forms were due that
      restricted our ability to compile our financial statements and cause such
      statements to be reviewed and/or audited by an independent registered public
      accounting firm when such forms were due and (2) the prolonged illness and
      death
      of our former Chairman, Chief Executive Officer and Chief Financial Officer
      during the year ended December 31, 2004.
      Based on
      that evaluation, our Chief Executive Officer and Chief Financial Officer
      concluded that the Company had a significant deficiency in its disclosure
      controls and procedures related to timely periodic reporting
      and such
      controls and procedures were not effective as of the end of
      the
      years
      ended
      September 30,
      2003
      and
      2004.

    In
      February 2005, in order to remedy this deficiency the Company began implementing
      new disclosure controls and procedures, which consisted of: (1) the hiring
      of a
      new Chief Financial Officer to oversee the Company’s financial reporting
      process, (2) the establishment of a reporting timetable to file all delinquent
      reports by August 1, 2005 and return to timely periodic reporting by August
      19,
      2005, which was submitted and approved by our Board of Directors and (3) the
      establishment of new guidelines for completion of periodic accounting and
      reporting tasks.
      Such
      implementation was completed by August 19, 2005, at which time we resumed the
      timely filing of our periodic reports.
      As of
      August 19, 2005, our Chief Executive Officer and our Chief Financial Officer
      believe that this significant deficiency has been remedied.

    In
      addition, in a report to the Audit Committee of the Board of Directors of the
      Company dated July 28, 2005, the Company’s independent registered public
      accountants noted that the following significant deficiencies in our internal
      controls and procedures were discovered during the course of their
      audit:
      (1)
      established credit policies were overridden on occasion by executive management
      based on their business judgment at that time, (2) bookkeeping at the corporate
      level was not administrated on a timely basis during 2003 and 2004 and (3)
      the
      Company’s accounts payable supervisor had access to the check signature and the
      ability to prepare check runs without proper review prior to
      distribution.
      In
      examining the significant deficiencies, both the Company and our independent
      registered public accountants performed expanded reviews of our procedures
      and
      mitigating controls to determine whether such deficiencies constituted a
      material weakness. We collectively concluded that none of the deficiencies
      constituted a material weakness that resulted in more than a remote likelihood
      that a material misstatement of the annual or interim financial statements
      would
      not be prevented or detected.
      Further, the report of the independent registered public accountants indicated
      no inappropriate or unauthorized activity during the periods
      reviewed.

    In
      August
      2005, the Company began implementing revised internal controls and procedures
      to
      correct the significant deficiencies in our internal controls and procedures
      noted by our independent registered public accountants, which consisted
      of:
      (1) the
      establishment of new credit approval policies, including Board-level approval
      for certain amounts, (2) the establishment new guidelines for timely
      administration of bookkeeping tasks at the corporate level, including the
      implementation of monthly, quarterly and annual closing schedules and (3)
      removal of check signature access from the Company’s accounts payable
      supervisor.
      Such
      implementation was completed by August 30, 2005, and as of that date our Chief
      Executive Officer and our Chief Financial Officer believe that these significant
      internal controls and procedures deficiencies no longer exist.

        3

    A
      significant deficiency is a control deficiency, or a combination of control
      deficiencies, that adversely affect the entity’s ability to authorize, initiate,
      record, process or report external financial data reliably in accordance with
      generally accepted accounting principles in the United States such that there
      is
      more than a remote likelihood that a misstatement of the entity’s annual or
      interim financial statements that is more than inconsequential will not be
      prevented or detected.

    A
      material weakness is a significant deficiency, or a combination of significant
      deficiencies, that results in more than a remote likelihood that a material
      misstatement of the annual or interim financial statements will not be prevented
      or detected.

    A
      control
      system, no matter how well conceived and operated, can provide only reasonable,
      not absolute, assurance that the objectives of the control system are met.
      Further, the design of a control system must reflect the fact that there are
      resource constraints, and the benefits of controls must be considered relative
      to their costs. Because of the inherent limitations on all control systems,
      no
      evaluation of controls can provide absolute assurance that all errors, control
      issues and instances of fraud, if any, with a company have been detected. The
      design of any system of controls is also based in part on certain assumptions
      regarding the likelihood of future events, and there can be no assurance that
      any design will succeed in achieving its stated goals under all potential future
      conditions.
      Therefore, even those systems determined to be effective can provide only
      reasonable assurance with respect to financial statement preparation and
      presentation. Our Chief Executive Officer and our Chief Financial Officer have
      concluded that the Company’s disclosure controls and procedures are effective at
      this reasonable assurance level as of August 19, 2005.

    (b)
      Changes in internal control over financial reporting

    Following
      the evaluations discussed above and the identification of significant
      deficiencies, the Company took the actions and implemented the procedures
      described above.
      There
      were no changes in our internal control over financial reporting that occurred
      in the quarters
      ending
      September 30, 2003 and
      September 30, 2004 that have materially affected, or are reasonably likely
      to
      materially affect, our internal control over financial reporting.

        4

    Annex
      II-A

    Quarter
      Ended December 31, 2004

              ITEM 4.

              CONTROLS  AND
                PROCEDURES

    (a)
      Evaluation of Disclosure Controls and Procedures

    Mark
      K.
      Levenick, our Interim Chief Executive Officer, and Robert D. Peltier, our
      Interim Chief Financial Officer, have evaluated the effectiveness of the design
      and operation of our “disclosure controls and procedures”, as such term is
      defined in Rules 13a-15(e) and 15d