SecProbe.io

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                                                              July 25, 2005

VIA FEDERAL EXPRESS AND EDGAR

United States Securities and Exchange Commission
Washington, D.C. 20549

Attn: Mark P. Shuman
      Branch Chief - Legal

      Re:   Conversion Services International, Inc.
            Revised Schedule 14A filed July 14, 2005
            File No. 0-27519
            Amendment No. 1 to Form 10-KSB

Ladies and Gentlemen:

      On behalf of Conversion Services International,  Inc. (the "Company"),  we
are  electronically  transmitting  herewith  one  conformed  copy  of the  first
amendment  to the Annual  Report on Form 10-KSB (the  "Annual  Report").  Marked
courtesy  copies of this  filing  are being sent via  overnight  mail to Barbara
Jacobs and Daniel Lee.

      This letter is being  filed in  response  to the  Staff's  comments to the
Preliminary  Proxy filed July 14, 2005. The Staff's  comments are set forth in a
letter from Mark P. Shuman, Branch Chief,  addressed to Scott Newman,  President
and Chief Executive Officer of the Company, dated July 15, 2005.

      This letter addresses each of your comments in your  correspondence  point
by point.  To  facilitate  your  review,  this  letter has been  organized  with
headings and references identical to your correspondence.

1. We have no further comments on your Schedule 14A. As previously  discussed in
a telephone conversation with Lawrence Metz, General Counsel, however, please be
advised that we are  evaluating  and may provide  comments  with respect to your
accounting  treatment  for and the related  disclosure in your filings about the
secured convertible term note you issued to Laurus on August 16, 2004. The funds
related to the note are  reflected  as  restricted  cash in the  balance  sheets
included  in your  subsequent  periodic  reports.  However,  per the  restricted
account agreement,  it appears that the funds are not within your control having
been  deposited  into a bank  account  that is  within  the "sole  dominion  and
control" of Laurus.

      The  disclosure  throughout the Annual Report has been modified to reflect
that the funds can be only used for acquisitions that are approved by Laurus.
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2. We note that  information to be furnished to your  stockholders in connection
with the  mailing  of your proxy  statement  pursuant  to Rule  14a-3  under the
Exchange  Act may  include  information  from your Form lO-K for the year  ended
December 31, 2004. In  consideration  of this fact,  we note your  disclosure on
page 13 of your Form lO-K regarding the $5 million secured  convertible note and
your statement  that, as a result of the note,  Laurus has made available to you
$5 million for  acquisitions.  We further  note your later  statement  that "the
proceeds of this loan are restricted for: use for approved acquisition[s]." As a
result,  your disclosure  does not appear to adequately  reflect the arrangement
for the funds  described in our prior comment above.  The referenced  disclosure
conveys the impression that the proceeds from the note (minus the  approximately
$750,000  for fees and costs)  have been  provided  to you and are  within  some
measure  of  dominion  and  control  by you  subject  to  Laurus'  approval  for
acquisitions.   Please  revise  your  disclosure  to  adequately   describe  the
arrangement under the restricted account  agreement.  We note similar disclosure
in your liquidity and capital resources discussion as well as your notes to your
financial  statements.  Additionally,  it appears that you may never make use of
the funds in this account and that  possibility  should be  expressly  disclosed
when you refer to these funds.

      See response Number "1" above.

3. It does not appear that the restricted  account agreement has ever been filed
as an exhibit.  In light of the fact that the agreement  governs the terms under
which you may receive the funds, the agreement  appears to meet the requirements
of Item  601(b)(10) for filing a material  agreement as an exhibit.  Please file
the restricted account agreement.

      The restricted  account agreement has been filed as Exhibit 10.19 with the
Amendment No. 1 to the Annual Report.

      Any questions or comments should be directed to the undersigned.

      Kindly acknowledge  receipt of the foregoing by stamping the enclosed copy
of this letter and returning it in the envelope provided.

                                         Very truly yours,

                                         /s/ Scott Newman
                                         ----------------------------
                                         Scott Newman
                                         President and Chief Executive Officer

cc:   Ms. Barbara Jacobs
      Mr. Daniel Lee
      Lawrence F. Metz, Esq.
      Stuart Neuhauser, Esq.
      Sarah E. Williams, Esq.
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