SecProbe.io

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Mail Stop 04-06

      March 3, 2005

Mr. Rob Sims
President and Chief Executive Officer
Crossroads Systems,  Inc.
8300 North MoPac Expressway
Austin, TX  78759

Re:   	Crossroads Systems, Inc.
      Form 8-K filed February 22, 2005
      File No. 000-30362

Dear Mr. Sims:

      We have reviewed your filing 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 comments are inapplicable or a revision
is
unnecessary. Please be as detailed as necessary in your
explanation.
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 on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 8-K, filed February 22, 2005

1. Revise the Form to state whether the former accountant
resigned,
declined to stand for re-election or was dismissed, as required by
Item 304(a)(1)(i) of Regulation S-K.  It is not sufficient to
state
that the Company "terminated" the audit relationship.

2. Additionally, include a letter from the former accountants
addressing the revised disclosures in the amendment.  We note that
the letter from KPMG dated February 17, 2005 referred to the "Form
8-
K dated February 22, 2005."  The Form 8-K was dated February 16,
2005
but was filed on February 22, 2005.  The former auditor`s letter
should refer to the date of the report which appears to be
February
16, 2005.  Please revise.

General

	 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.

	In connection with responding to our comment, 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 our review of your filing or in
response to our comments on your filing.

      Please file your supplemental response and amendment via
EDGAR
in response to these comments within 10 days of the date of this
letter.  Please note that if you require longer than 10 days to
respond, you should contact the staff immediately to request
additional time.  Any questions regarding the above should be
directed to me at (202) 942-2894, or in my absence, to Robert
Benton
at (202) 942-1811.

Sincerely,

Christine Davis
      Staff Accountant

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Crossroads Systems, Inc.
March 3, 2005
Page 2

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