SecProbe.io

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Room 4561

      October 28, 2005

Anthony Shupin
President and Chief Executive Officer
Digital Descriptor Systems, Inc.
2150 Highway 35, Suite 250
Sea Girt, NJ  08750

      Re:	Digital Descriptor Systems, Inc.
		Form 10-KSB/A for year ended December 31, 2004
		Filed July 21, 2005
   File No. 000-26604
   Form 10-QSB for the quarter ended June 30, 2005
   Filed August 22, 2005

Dear Mr. Shupin:

      We have reviewed your response to our prior comment letter
dated June 14, 2005 in connection with our review of the above
referenced filings and have the following comments.  Where
indicated,
we think you should revise your document 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 any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 10-KSB/A filed July 21, 2005

Report of Independent Registered Public Accounting Firm, page 1
1. Tell us why the auditor`s opinion does not refer to the
restatement as noted in note 12 of your financial statements.  In
your response, tell us how they considered the guidance provided
under AU 561.06.

Balance Sheet, page 2
2. We note that you classified the fair value of the warrants and
the
beneficial conversion feature from your convertible debentures as
an
asset on your balance sheet.  Tell us your basis for recording the
fair value of the warrants and beneficial conversion feature as an
asset as opposed to a debt discount that reduces the face value of
your convertible debentures on your balance sheet.  Refer to
paragraph 15 of APB 14 and paragraphs 6 through 9 of EITF 98-5.

Item 8A. Controls and Procedures
3. Tell us how you considered the revisions to your financial
statements in disclosing information relating to your disclosure
controls and procedures and your internal controls, pursuant to
Item
307 and 308 of Regulation S-K in your periodic Exchange Act
reports.
In this regard, we note you disclose in your Form 10-KSB and
subsequent 10-QSB`s that your Chief Executive Officer and Chief
Financial Officer have concluded that your disclosure controls and
procedures were effective.  Tell us how you concluded that your
disclosure controls and procedures were effective as of the end of
the periods covered by these reports notwithstanding the recent
restatement in your 10-KSB for the year ended December 31, 2004
and
tell us how you considered Exchange Act Rule 13a-15(e) and the
requirement that your controls and procedures ensure that
information
required to be disclosed by you in the reports that are filed or
submitted under the Exchange Act are recorded, processed,
summarized
and reported, within the time periods specified in the
Commission`s
rules and forms.  If necessary, please revise to expressly
identify
any material weaknesses in your internal controls over financial
reporting and any significant deficiency that, when combined with
other significant deficiencies, is determined to be a material
weakness or conversely state that even as a result of the internal
control concerns that caused your recent restatement, you did not
have a material weakness or significant deficiencies.

Form 10-QSB filed August 22, 2005

Note 5. Convertible Debentures, page 5
4. We note in your disclosure that you are currently in default on
several convertible debentures and that you continue to consider
these debentures long term as you do not believe that they will be
settled within one year even though they may have earlier
redemption
dates.  Note that the current liability classification is intended
to
include obligations that are due on demand or will be due on
demand
within one year from the balance sheet date, even though
liquidation
may not be expected within that period.  Tell us how you
considered
the guidance in paragraph 7 of ARB 43 in your classification of
these
convertible debentures.

General
5. Tell us why you have not amended your 10-QSB for the quarter
ended
March 31, 2005 to restate your financial statements related to
your
expense recognition of the beneficial conversion features
associated
with your convertible debentures.  Please advise.
6. Please refer to comment 4 of our letter dated June 14, 2005.
Please be advised that a letter signed by counsel would not
satisfy
the requirement of this comment.  As a result, provide the
acknowledgments, in writing, referred to in prior comment 4 of our
letter dated June 14, 2005 that includes a signature of a
representative of the Company.

* * * * *

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  Please submit all correspondence and
supplemental
materials on EDGAR as required by Rule 101 of Regulation S-T.  You
may wish to provide us with marked copies of any amendment to
expedite our review.  Please furnish a cover letter with any
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 any amendment and your responses to our comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing 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.

      You may contact Patrick Gilmore at (202) 551-3406 or me at
(202) 551-3730 if you have questions regarding comments on the
financial statements and related matters.

							Sincerely,

							Kathleen Collins
							Accounting Branch Chief

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Mr. Anthony Shupin
Digital Descriptor Systems, Inc.
October 28, 2005
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