SecProbe.io

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<TYPE>LETTER
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<FILENAME>filename1.txt
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Room 4561

	October 26, 2005

Mr. Kevin Bermeister
President, Chief Executive Officer
    and Acting Chief Financial Officer
Brilliant Digital Entertainment, Inc.
14011 Ventura Boulevard, Suite 501
Sherman Oaks, California 91423

Re:	Brilliant Digital Entertainment, Inc.
	Preliminary Proxy Statement on Schedule 14A filed October 25,
2005
	File No. 1-14480

Dear Mr. Bermeister:

      This is to advise you that we have limited our review of the
above filing to the matters addressed in the comments below.  No
further review of the filing has been or will be made.  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.

Item 1: Reverse Split Amendment, page 3

1. Please advise us whether and how you have complied with the
requirements of Section 242(b) of the General Corporation Law of
Delaware with respect to your proposal and prospective amendment
to
your charter.  In amending your charter, Section 242(b) requires
the
board of directors to "adopt a resolution setting forth the
amendment
proposed, declaring its advisability."  Your disclosure does not
indicate whether the board of directors adopted the amendment for
which you are seeking stockholder approval.  Please revise your
disclosure as appropriate.
2. Please tell us what consideration you gave to the application
of
Rule 13e-3 under the Exchange Act and address whether the reverse
stock split has "a reasonable likelihood or a purpose of
producing"
the effects described in Rule 13e-3(a)(3)(ii).  Please disclose
whether this is a first step in a going private transaction.
Please
also provide additional disclosure with respect to the effects of
the
reverse stock split on the number of your record holders.  Please
see
Interpretation M.30 of our July 1997 Manual of Publicly Available
Telephone Interpretations for additional guidance.

3. You state that you "have no current agreements to enter into
any
stock offerings or strategic transactions."  Revise to also
disclose
whether you presently have any plans, proposals or arrangements to
issue any of the newly available authorized shares of common stock
for any purpose, including future acquisitions and/or financings,
other than your disclosed plan to reserve shares for the notes and
warrants issued in your September 26, 2005 transaction.  If so,
please disclose by including materially complete descriptions of
the
future acquisitions and/or financing transactions.  If not, please
state that you have no such plans, proposals, or arrangements,
written or otherwise, at this time to issue any of the additional
authorized shares of common stock.

4. Please refer to Release No. 34-15230 and discuss the possible
anti-takeover effects of the increase in authorized shares.
Please
also discuss other anti-takeover mechanisms that may be present in
your governing documents or otherwise and whether there are any
plans
or proposals to adopt other provisions or enter into other
arrangements that may have material anti-takeover consequences.
Inform holders that management might use the additional shares to
resist or frustrate a third-party transaction providing an above-
market premium that is favored by a majority of the independent
stockholders.

5. Your reverse stock split proposal falls within Item 12 of
Schedule
14A.  Please provide us your analysis as to why you have not
included
financial statements pursuant to Items 12(f) and 13(a) of Schedule
14A.  We note that information "not material for the exercise of
prudent judgment in regard to the matter to be acted upon may be
omitted."  Please address whether financial statements would be
material to your stockholders in determining their vote for the
reverse stock split proposal.

*              *              *              *

      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.  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 amendments and
responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filings includes all information required under the 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.

      In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments 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.

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

	Sincerely,

	Barbara C. Jacobs
	Assistant Director

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