SecProbe.io

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Room 4561

	October 13, 2005

Ms. Mary Budge
Chief Executive Officer
Secure Computing Corporation
4810 Harwood Road
San Jose, California 95124

Re:	Secure Computing Corporation
	Registration Statement on Form S-4 filed September 19, 2005
	File No. 333-128410

	Form 10-K for the year ended December 31, 2004
	File No. 0-27074

Dear Ms. Budge:

      This is to advise you that we have limited our review of the
above registration statement to the matters addressed in the
comments
below.  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.

General

1. Please be advised that any other comments to your filings, such
as
the comments issued by our accounting staff in a letter dated
September 14, 2005, must be cleared prior to acceleration of
effectiveness of this registration statement.

Registration Statement on Form S-4

Item 22. Undertakings.

2. Please include the undertaking pursuant to Item 512(a) of
Regulation S-K.  Please also note that the reference to paragraph
(4)
in your second undertaking appears to be in error as the reference
should be to the immediately preceding paragraph.

Signatures

3. Please have your controller or principal accounting officer
execute the registration statement.  Please see the Instructions
to
Signatures on Form S-4 for additional guidance.

Form 10-K for the year ended December 31, 2004

Item 9A. Controls and Procedures

4. We note your disclosure that "there have been no significant
changes in [y]our internal control over financial reporting"
during
the quarter ended December 31, 2004.  Please note that Item 308 of
Regulation S-K requires the disclosure of "any" change in your
internal control over financial reporting that occurred during
your
last fiscal quarter that has "materially affected, or is
reasonably
likely to materially affect, [your] internal control over
financial
reporting."  In light of the foregoing, please advise us with
respect
to whether there were any changes in your internal control over
financial reporting for the quarters ended December 31, 2004,
March
31, 2005 and June 30, 2005.  Please also confirm to us that you
will
consider this comment in preparing future periodic reports.

*              *              *              *

      As appropriate, please amend your registration statement 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 filing to be certain that the
filing includes all information required under the Securities Act
and
Exchange Act and that they have provided all information investors
require for an informed investment 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 the 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 your registration statement as a confirmation of
the fact that those requesting acceleration are aware of their
respective responsibilities under the Securities Act and the
Exchange
Act 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.

      You may contact Daniel Lee at (202) 551-3477 with any
questions.  If you need further assistance, you may contact Anne
Nguyen at (202) 551-3611 or me at (202) 551-3730.

	Sincerely,

	Barbara C. Jacobs
	Assistant Director

cc:	Via Facsimile
	Kyle Guse, Esq.
	Alan Jacobs, Esq.
	Heller Ehrman LLP
	275 Middlefield Road
	Menlo Park, California 94025
	Telephone: (650) 324-7000
	Facsimile:  (650) 324-0638

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