SecProbe.io

August 19, 2011
 Via E-mail

Mr. Clifford Bown Chief Financial Officer Vasco Data Security International, Inc. 1901 South Meyers Road, Suite 210 Oakbrook, IL 60181
Re: Vasco Data Security International, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2010
Filed March 11, 2011 Form 10-Q for Fiscal Quarter Ended June 30, 2011 Filed August 5, 2011 File No. 000-24389

Dear Mr. Bown:
 We have reviewed your filings and have th e following comments.  Please note that we
have limited our review to only your financial statements and related disclosures.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
            Form 10-K for Fiscal Year Ended December 31, 2010

 Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

 Operating Expenses, page 39

 1. In your response letter dated July 14, 2009 (comment 4) you indicated that “the most
important factor that an i nvestor needs to know to unders tand our business with regards
to operating expenses is that our expenses  by category closely follow changes in our
headcount.”  However, according to your current disclosures, particularly as it relates to
your selling and marketing and general and admi nistrative expenses, it  appears that there
are several other factors besi des headcount that are impacting such expenses (i.e.

 Clifford Bown Vasco Data Security International, Inc August 19, 2011 Page 2
 marketing costs, travel costs, depreciation expense, the strength of the U.S. dollar,
professional fees, etc.).  Where two or more  sources of a material change have been
identified as contributing to a change, such as with regards to th e selling and marketing
and general and administrative expenses noted  herein, please revise to quantify each
source that contributed to a material change  pursuant to Section III. D of SEC Release
33-6835.
 Income Taxes, page 43

 2. Tell us your consideratio n to provide disclosures that expl ain in greater detail the impact
on your effective income tax rates and ob ligations of having proportionally higher
earnings in countries where you have lower stat utory tax rates. In this regard, you should
consider explaining the relati onship between the foreign and domestic effective tax rates
in greater detail as it appear s as though separately discussing  the foreign effective income
tax rates may be important information necessary to understanding your results of
operations. We refer you to Item 303(a)(3)(i) of Regulation S-K and Section III.B of SEC
Release 34-48960.
 Liquidity and Capital Resources, page 44

3. We note a substantial amount of your reve nue is generated from outside the United
States. We also note that your cash and cash e quivalents are held by a number of United
States and non-U.S. commercial  banks.  Tell us your consider ation to disclose the amount
of cash and investments that are currently held outside of the United States and the
amounts that are subject to restriction from  repatriation. We refer you to Item 303(a)(1)
of Regulation S-K and Secti on IV of SEC Release 34-48960.

Form 10-Q for Fiscal Quarter Ended June 30, 2011
 Notes to Consolidated Financial Statements

 Note 1 - Summary of Significant Accounting Policies

 Revenue Recognition, page 8

4. We note that you adopted ASU 2009-13 and 2009-14 effective January 1, 2011, whereby
for multiple element arrangements that include a hardware client device, you allocate the
selling price among the elements based on the estimated selling price of those elements.
We further note for sales of products that no longer qualify as software sales you allocate
the arrangement consideration among each of the accounting units based on relative
selling price of each unit and that you have  vendor specific objective evidence (VSOE)
for the most common type of undelivered elements.  Please clarify for us how you
determine the relative selling price of each  element, both delivered and undelivered,
noting how frequently it is based on VSOE, third party evidence or best estimate of
selling price if neither VSOE nor third party evidence exists.  If you use best estimate of

 Clifford Bown Vasco Data Security International, Inc August 19, 2011 Page 3
 selling price please tell us how that is de termined, including specific market conditions
and entity-specific factors c onsidered.  We refer you to the guidance in ASC 650-25-30-2
through 30-9.  In addition, please provide us  with a copy of the proposed revised
disclosures you intend to include in your futu re filings to more clearly disclose the
methodologies used to establish relative selling prices in your multiple-element
arrangements.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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 responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure 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 federa l securities laws of  the United States.

You may contact Melissa Ki ndelan, Staff Accountant at  (202) 551-3564 if you have
questions regarding comments on the financial statem ents and related matters.   Please contact me
at (202) 551-3499 with any other questions.
Sincerely,
   /s/ Kathleen Collins
Kathleen Collins  Accounting Branch Chief