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CORRESP
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      Tidel Technologies Inc. Corresp 11-23-2005

    [Letterhead
      of Olshan Grundman Frome Rosenzweig & Wolosky LLP]

    November
      23, 2005

    VIA
      EDGAR AND 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 today, November 23, 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.

    We
      note
      your reminder that all correspondence with the Staff must be filed via
      EDGAR.

    In
      response to you first comment, we attach as Annex I hereto revised internal
      controls language for the Company’s 2003/2004 Form 10-K. If you consider the
      attached revised language responsive, the Company will wish to file an amended
      2003/04 Form 10-K and Forms 10-Q for the last three quarters on Friday, November
      25 (or as soon as practicable thereafter) containing this language. Thank you
      for your assistance with is matter.

              Sincerely,

              /s/
                Adam W. Finerman

              cc:

              Mark
                K. Levinick

    Robert
      D.
      Peltier

              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. In the expanded reviews, both the Company and our independent
      registered public accountants noted the following controls were in place prior
      to the audit of our financial statements for the fiscal years ended September
      30, 2003 and 2004: (1) Management of the Company consistently performed weekly
      and monthly reviews of actual and budgeted results during the periods, (2)
      the
      Audit Committee of the Board of Directors of the Company provided additional
      oversight with respect to financial reporting beginning immediately after the
      death of our Chief Executive and Chief Financial Officer in December 2004,
      and
      (3) the Company hired a new Chief Financial Officer in February 2005 to oversee
      the Company’s financial reporting process. We collectively concluded that
since such additional controls
      were in place the Company was able to
      conclude effective such 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.

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    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.

    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 quarter ending September 30, 2004 that have
      materially affected, or are reasonably likely to materially affect, our internal
      control over financial reporting.

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