SecProbe.io

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Mail Stop 4-06

May 4, 2005

Richard Connelly
Chief Financial Officer
Citadel Security Software Inc.
Two Lincoln Centre, Suite 1600
5420 LBJ Freeway
Dallas, Texas 75240

RE:		Citadel Security Software Inc. (file no. 000-33491)
		Form 10-K: For the Year Ended December 31, 2004

Dear Mr. Connelly,

We have reviewed the above referenced filings and have the
following
comment. Please note that we have limited our review to the
matters
addressed in the comment below.  In our comment, we 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 comment 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 10-K filed March 31, 2005

1. We note that you defer revenue in certain transactions with
government contractors until the contractor has received the
authorization to deploy the products to the end user agency.
Clarify
for us what you mean by stating that you defer revenue "when aware
of
these circumstances." Explain to us the controls and procedures in
place that ensure any such circumstances are known prior to
recognizing revenue and indicate whether any such circumstances
have
become known subsequent to revenue recognition. In addition,
explain
how your revenue recognition policies comply with paragraph 33 of
SOP
97-2 in arrangements involving governmental agencies.

As appropriate, please respond to this comment within 10 business
days or tell us when you will provide us with a response.  Please
furnish a cover letter that keys your responses to our comment and
provides any requested supplemental information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your responses to our
comment.

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.

You may contact Brent Watson, Staff Accountant, at (202) 551-3483,
Mark Kronforst, Senior Staff Accountant, at (202) 551-3451 or me
at
(202) 551-3730 if you have any questions regarding these comments.

							Very truly yours,

							Craig Wilson
							Senior Assistant Chief
Accountant
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Citadel Security Software Inc.
May 4, 2005
Page 1 of 2

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