SecProbe.io

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                         Citadel Security Software Inc.
                         Two Lincoln Centre, 16th Floor
                                5420 LBJ Freeway
                               Dallas, Texas 75240

                                 August 1, 2005

Ms. Barbara C. Jacobs
Assistant Director
Division of Corporation Finance
Securities and Exchange Commission
Mail Stop 4561
Washington, D.C. 20549

     Re:  Citadel  Security  Software,  Inc.
          Registration Statement on Form S-3 (File No. 333-125651)
          Filed June 8, 2005

          Form 10-KSB for the year ended December 31, 2004(File No. 0-33491)

Dear Ms. Jacobs:

     Citadel  Security  Software  Inc.  has  received the staff's comment letter
dated July 8, 2005 concerning our Form S-3 and Form 10-KSB. Our responses to the
staff's comments are set forth below. For your convenience, the staff's comments
have  been  reproduced immediately preceding our responses. We have also filed a
pre-effective Amendment No. 1 to our registration statement (the "AMENDMENT") to
incorporate  our  responses  to  your  comments. We note that we have previously
filed a response to comment 13.

GENERAL
-------

     1.   We  note  that  you  have  a  pending  confidential  treatment request
     (control  no. 16136). Please be advised that we are processing such request
     and  may have comments that will need to be cleared prior to requesting the
     acceleration of effectiveness of this registration statement. Our comments,
     if  any,  will  be  sent  shortly,  under  separate  cover.

     We acknowledge the staff's comment.

FORM S-3
--------

SELLING STOCKHOLDERS, PAGE 27
-----------------------------

     2.   Please  revise  your  selling  stockholders  table  to  conform to the
     requirements  of  Item  507 of Regulation S-K. In this regard, we note that
     while  Item  507  requires  information  only with respect to the amount of
     securities  of  the  class  owned before the offering, the amount of shares
     being  offered  and  the

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Securities and Exchange Commission
August 1, 2005
Page 2

     amount  and  percentage  to  be  owned  after the offering, your table also
     includes  additional columns regarding the preferred stock and warrants. As
     this  additional  information  may  be  confusing  to investors, you should
     revise  to  clarify  the  information  required  by  Item  507.

     We  have revised our selling stockholders table on page 27 of the Amendment
to  conform to the requirements of Item 507 of Regulation S-K to comply with the
staff's  comment.

     3.   Additionally,  revise  to  ensure that the amounts of shares listed in
     your shares to be offered column add up to the total amount of shares being
     offered under the registration statement and correspond with the disclosure
     you  have  provided  in the footnotes to the selling stockholders table. As
     currently  drafted,  the  amounts of shares listed in this column add up to
     11,678,576  instead of the 7,460,512 shares listed on the cover page of the
     prospectus.  Additionally,  your  footnote  4  indicates  that  Satellite
     Strategic  Finance  Associates,  LLC  is  offering  only  approximately 3.1
     million  shares,  while  your table indicates that it is offering 7,322,580
     shares.  Revise  accordingly.

     We  have revised our selling stockholders table on page 27 of the Amendment
to  comply  with  the  staff's  comment.

     4.   Please  disclose the individual or individuals who exercise the voting
     and  dispositive powers with respect to the shares to be offered for resale
     by  CEOCast.  See  Interpretation  I.60 of the July 1997 manual of publicly
     available CF telephone interpretations, as well as interpretation 4S of the
     Regulation  S-K  portion  of  the March 1999 supplement to the CF telephone
     interpretation  manual.

     We  have  added  footnote 7 to our selling stockholders table on page 27 of
the  Amendment to disclose the individual or individuals who exercise the voting
and  dispositive  powers  with respect to the shares to be offered for resale by
CEOCast.

RELATIONSHIPS WITH SELLING STOCKHOLDERS, PAGE 28
------------------------------------------------

     5.   In your description of the Series A Preferred Stock, please clarify
     that  the  common  stock underlying these shares is not being registered in
     this  offering.

     We  have revised our disclosure on page 28 of the Amendment to clarify that
the  common stock underlying our shares of Series A Preferred Stock is not being
registered  in  this  offering.

     6.   In  your  description  of the Series B Preferred Stock, please clarify
     that  only  the 4,516,129 shares of common stock underlying the 7000 shares
     of Series B Preferred stock and 1,806,452 shares of common stock underlying
     the  warrants  issued  in  the  first  closing  on  May  9,  2005 are being
     registered  in  this  offering. Clarify that the common shares common stock
     underlying  the  Series  B  Preferred

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Securities and Exchange Commission
August 1, 2005
Page 3

     stock  and  warrants  issued  in the second closing will be registered in a
     subsequent  registration  statement.

     We  have revised our disclosure on page 29 of the Amendment to clarify that
only the 4,516,129 shares of common stock underlying the 7000 shares of Series B
Preferred  stock  and  1,806,452  shares of common stock underlying the warrants
issued  in  the  first  closing  on  May  9,  2005  are being registered in this
offering,  and  that  the  common  shares  common  stock underlying the Series B
Preferred stock and warrants to be issued in the second closing, if any, will be
registered  in  a  subsequent  registration  statement.

     7.   Revise  to describe the material terms of your agreement with CEOCast,
     including the term of the consulting agreement, the fees payable to CEOCast
     and  the  value  of  the shares issued to CEOCast as part of the consulting
     agreement.  Additionally,  please  confirm that CEOCast is not a registered
     broker-dealer  or  an  affiliate  of  a registered broker-dealer or advise.

     We  have revised our disclosure on page 31 of the Amendment to describe the
material  terms  of  our  agreement  with  CEOCast,  including  the  term of the
consulting  agreement,  the  fees payable to CEOCast and the value of the shares
issued to CEOCast as part of the consulting agreement.  Additionally, we confirm
that  CEOCast  is not a registered broker-dealer or an affiliate of a registered
broker-dealer.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE, PAGE 34
--------------------------------------------------------

     8.   Revise  to  incorporate  by  reference the current reports on Form 8-K
     filed  March 4, May 10, June 24 and July 1, 2005. Additionally, ensure that
     your future amendments are updated to include all filings that are required
     to  be incorporated by reference and are made prior to effectiveness of the
     registration  statement.  See  Interp.  H.69  of  the  July  1997 Telephone
     Interpretation  Manual.

     We  have  revised our disclosure on page 34 of the Amendment to incorporate
by  reference the current reports on Form 8-K filed March 4, May 10, June 24 and
July  1, 2005.  We will ensure that our future amendments are updated to include
all filings that are required to be incorporated by reference and are made prior
to  effectiveness  of  the  registration  statement.

INDEMNIFICATION OF OFFICERS AND DIRECTORS, PAGE 36
--------------------------------------------------

     9.   Revise  to  move  your  disclosure  on  the  Commission's  position on
     indemnification  for  Securities  Act  liabilities  from  Part  II  of  the
     registration  statement  to the prospectus. See Item 510 of Regulation S-K.

     We  note that the disclosure was included as the third paragraph on page 36
of  the  prospectus.  We have revised our disclosure on page 36 of the Amendment
to  move  our  disclosure  on  the  Commission's position on indemnification for
Securities  Act liabilities from the

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Securities and Exchange Commission
August 1, 2005
Page 4

third paragraph to the first paragraph (the same disclosure contained in Part II
of  the  registration  statement  to  the  prospectus).

EXHIBIT 5.1
-----------

     10.  We  note  that  the  opinion  of counsel refers to 7,440,712 shares of
     common  stock  rather  than  to the entire 7,460,512 shares of common stock
     being  registered  in  this  offering. Please revise to opine on all shares
     being  registered  or  advise.

     Our  counsel  has  revised its opinion filed with the Amendment to opine on
all  shares  being  registered.

     11.  We further note that only 110,000 shares of common stock are currently
     outstanding, with the remaining shares issuable upon conversion of the 7000
     shares  of Series B Preferred Stock or the exercise of warrants. Revise the
     opinion  to state whether the common shares issuable upon conversion of the
     Series  B  shares  or  exercise  of  the  warrants will be duly and validly
     authorized  and  issued  and  fully  paid  and  nonassessable.

     Our  counsel has revised its opinion filed with the Amendment to state that
the  common  shares issuable upon conversion of the Series B shares and exercise
of  the  warrants  will be duly and validly authorized and issued and fully paid
and  nonassessable.

     12.  Finally,  please  confirm  that you concur with our understanding that
     the  reference  and limitation to the "General Corporation Law of the State
     of  Delaware"  includes  the  statutory  provisions and also all applicable
     provisions  or  the  Delaware  Constitution and reported judicial decisions
     interpreting  these  laws.

     Our  counsel has confirmed that it concurs with your understanding that the
reference  and  limitation  to  the  "General  Corporation  Law  of the State of
Delaware"  includes  the statutory provisions and also all applicable provisions
or  the Delaware Constitution and reported judicial decisions interpreting these
laws.

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Securities and Exchange Commission
August 1, 2005
Page 5

     The  Company  acknowledges  that  (i)  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;
(ii)  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 (iii) the company may not assert 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.

     Please  let  us  know  if  you  have  any  additional  questions or require
additional  information.

Sincerely,

/s/ Richard Connelly
Richard Connelly
Chief Financial Officer

cc:     Ms. Sara D. Kalin, Securities and Exchange Commission
        Ms. Rebekah J. Toton, Securities and Exchange Commission
        Mr. Steven B. Solomon, Chief Executive Officer
        Mr. Tim Jackson, KBA Group
        Mr. David Wood, Wood & Sartain, LLP

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