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      November 30, 2005

Mail Stop 4561

VIA U.S. MAIL AND FAX (972) 484-1393

Mr. Michael R. Meyers
Chief Financial Officer
Monitronics International, Inc.
2350 Valley View Lane, Suite 100
Dallas, TX  75234

      Re:	Monitronics International, Inc.
      Form 10-K for the year ended June 30, 2005
      Filed September 23, 2005
      File No. 333-110025

Dear Mr. Meyers:

      We have reviewed your filing and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and do not intend to expand our review to
other
portions of your documents.  In our comments, we ask you to
provide
us with information so we may better understand your disclosure.
After reviewing this information, we may 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 10-K for the year ended June 30, 2005

Financial Statements and Notes

Note 5, Redeemable Preferred Stock, page F-12

1. Please show us how you calculated the aggregate liquidation
value
of $13.3 million as of June 30, 2005.  In addition, please explain
the difference in the liquidation value as of September 30, 2005
compared to the approximate liquidation of $45 million in November
2005.

2. We understand that as a result of the dividend election in
November 2005, you are required to redeem the Series A preferred
stock on June 30, 2008.  Please advise us whether you plan to
reclassify your Series A preferred stock and how you will account
for
subsequent accrued dividends and adjustments to the liquidation
value.  Refer to paragraphs 9 - 10 of SFAS 150.

*  *  *  *

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings 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 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 filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; 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 filings or
in
response to our comments on your filings.

	You may contact Josh Forgione, at (202) 551-3431, or me, at
(202) 551-3403, if you have questions. Please respond to the
comments
included in this letter within ten business days or tell us when
you
will provide us with a response.  Please file your response on
EDGAR.

								Sincerely,

      Steven Jacobs
      Accounting Branch Chief

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Mr. Michael R. Meyers
Monitronics International, Inc.
November 30, 2005
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