SecProbe.io

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Mail Stop 0407

November 16, 2004

Mr. Ronald G. Farrell
Chairman of the Board and Chief Executive Officer
Tri-S Security Corporation
3700 Mansell Road, Suite 220
Alpharetta, Georgia 30022

	RE:	Tri-S Security Corporation
		Registration Statement on Form S-1
		Filed October 13, 2004
		File No. 333-119737

Dear Mr. Farrell:

We have reviewed your filing and have the following comments.  Please
amend your Form S-1 in response to these comments.  If you disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Please be as detailed as
necessary in your explanation.  In some of our comments, we may 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 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.

General

1. We note a number of blank spaces throughout your registration
statement for information that you are not entitled to omit under Rule
430A, such as the anticipated price range.  Please note that we may
have additional comments once you have provided this disclosure.
Therefore, please allow us sufficient time to review your complete
disclosure prior to any distribution of preliminary prospectuses.

2. Please provide us with copies of your artwork prior to circulating
preliminary prospectuses.  Since we may have comments that could
result in material revisions to your artwork, we suggest that you
provide us with enough time to finish commenting on your artwork prior
to circulating preliminary prospectuses.  In order to expedite this
process, you may submit your artwork to us supplementally.  See Item
VIII of the March 31, 2001 quarterly update to the Division of
Corporation Finance`s "Current Issues and Rulemaking Projects
Outline."

3. We note that you include industry research for growth estimate data
and other figures cited throughout the document, such as those
provided by the Freedonia Group.  Please provide us with marked copies
of any materials that support these and other third party statements,
clearly cross-referencing a statement with the underlying factual
support.  Confirm for us that these documents are publicly available.
To the extent that any of these reports have been prepared
specifically for this filing, file a consent from the party.

Inside Front Cover of Prospectus

4. Please place the first, third, and fourth paragraphs outside the
forepart of the document, such as after the Risk Factors.  Aside from
the table of contents, only the dealer delivery requirement should
appear on the inside front cover.

Prospectus Summary, page 1

5. Please balance your disclosure by highlighting that you did not
have any operations until you acquired Paragon Systems in February of
2004 and that currently, your operations consist solely of the
operations of Paragon Systems.

Recent Developments, page 2

6. Please delete your discussion of your merger with Paragon Systems
and the related discussions regarding your agreements with the former
shareholders of Paragon and your recapitalization.  This information
is too detailed for the summary and more appropriate for the body of
the prospectus.  Instead, briefly discuss the material terms of the
Paragon acquisition and identify the former shareholders of Paragon
subject to the above referenced shareholders agreement.

Risk Factors, page 5

7. Please make sure each risk factor caption reflects the risk that
you discuss in the text.  Currently, many of your risk factor captions
are unduly vague, such as "Federal government contracts contain other
provisions that may be unfavorable to us" on page 7 and "We must
comply with complex procurement laws and regulations" on page 8.
Other risk factor captions merely state a fact about you, such as "Our
contracts are subject to audits and cost adjustments by the Federal
government" on page 9 or allude to a future event, such as "We may be
withdrawn from the GSA Federal Supply Schedule" on page 8.  These are
only examples.  Revise throughout to succinctly identify in your
captions the risks that result from the facts or uncertainties.
Potential investors should be able to read the risk factor captions
and come away with an understanding of what the risk is and the result
of the risk as it specifically applies to you.

8. In many of these risk factors, it is difficult to understand the
likelihood or magnitude of the risk.  We note the following examples:

* We may be withdrawn from the GSA Federal Supply Schedule..., page 8
* Our contracts are subject to audits and cost adjustments by the
Federal government..., page 9
* Terrorist activity in the United State could materially and
adversely affect our business, financial condition and results of
operations..., page 13
* Our security guards may conduct improper searches and seizures of
third persons..., page 13
* The nature of our business potentially exposes us to liability...,
page 16

Revise throughout to disclose the magnitude and likelihood of each
risk factor you discuss.

9. Please avoid the generic conclusion in the captions and discussions
that a risk could have a materially adverse effect on you, you cannot
assure future success, or an adverse affect may result from the risk.
This does not represent meaningful disclosure.  Instead, replace this
language with specific disclosure of the possible impact upon your
operating results, business, liquidity, cash flow, financial
condition, share price, etc.

We must comply with complex procurement law and regulations..., page 8

10. In order for investors to place this risk in context, please
discuss how the referenced procurement laws and regulations will
specifically impact you and your operations.

Our participation in the competitive bidding process..., page 9

11. Clarify why Paragon Systems lost its certification as an 8(a)
firm.

We depend on factoring to meet our cash flow..., page 11

12. Please quantify the cash you have received from LSQ Funding
pursuant to the factoring agreement for the past fiscal year.  In
addition, please disclose the amount of cash you will need to continue
your operations for the next twelve months and quantify how much will
come from your factoring agreement.  Please revise your Liquidity and
Capital Resources section as appropriate.

Our acquisition of Paragon Systems could result in future
impairment..., page 12

13. Please revise to discuss the risk to you and your investors
resulting from a possible future impairment charge relating to the
Paragon acquisition.

We are subject to government regulation..., page 14

14. We note your statement on page 14 that you "believe [you] will be
in material compliance" with relevant government laws and regulation.
Please disclose whether you believe you currently are in compliance
with all applicable material laws.

Provisions of our articles of incorporation and Georgia law ..., page
17

15. Please clarify that the Company has outstanding, and will continue
after this Offering to have outstanding, shares of preferred stock.

We note intend to pay cash dividends on the common stock..., page 19

16. Please explain why your intention not to pay dividends is a risk
to you and your investors.

Use of Proceeds, page 22

17. Will any of the proceeds be used to pay dividends on the
outstanding Series C Redeemable Preferred Stock?  We note the
disclosure in the sixth bullet point under "Agreements with Former
Shareholders of Paragon Systems.

Historical Selected Financial Data, page 25

18. Revise to include the missing Balance Sheet disclosures for the
three months ended June 30, 2003, for January 1, 2004 to February 27,
2004 and for the three months ended June 30, 2004.  Revise throughout
the document, as appropriate.

19. Expand the table of selected financial data to provide 5 years of
selected financial data for your predecessor, Paragon Systems, Inc.
Also provide selected financial data for Tri-S Security Corporation
for each period that registrant, Tri-S Security Corporation, has been
in existence.  Refer to Item 301 of Regulation S-K.

20. Disclose historical earnings and earnings per share data for
Paragon and Tri-S Security for each period.  Also label the pro forma
information in the table, instead of disclosing this information in
note (1) to the table.

Unaudited Pro Forma Condensed Financial Statements, page 26

21. Expand the introduction at page 26 to describe the exchange and
recapitalization transactions presented in the pro forma information.

22. Disclose how you will account for the exchanges of common stock
for Series A and Series B convertible preferred stock.  Describe the
terms of the exchanges and indicate whether it is in accordance with
the original terms in these securities.  Tell us the accounting
literature you considered in determining the appropriate accounting
treatment.

23. Revise the pro forma statements of operations to reflect the
results of operations for Tri-S Security Corporation for the periods
prior to the acquisition of Paragon Systems.

24. Update the pro forma financial information to reflect the period
ending September 30, 2004.

Notes to the pro forma financial statements, page 31

25. Disclose the number of shares of preferred stock issued in the
acquisition and how you determined the fair value.

26. Disclose in note 3II (d) how you determined the amount of
amortization for federal contracts.

27. Tell us why you believe it is appropriate to adjust compensation
expense in note 3 IV at page 32.   It is not clear how this is
factually supportable and meets the requirements in Rule 11-02(b)(6)
of Regulation S-X.   Also disclose when the employment agreements will
cease and the amount of compensation paid under those agreements.

28. In note 3 VII at page 34, disclose the ratio used to determine the
reverse stock split for common shares.

29. Disclose the accounting impact, if any, of the changes to
outstanding stock options described in note 3 VII.  Also disclose the
change, if any, to the exercise price of stock options.  Tell us the
accounting literature you considered in determining how to account for
the exchange.

Recent Developments, Agreements with Former Shareholders..., page 36

30. Please identify the two shareholders of Paragon subject to the
agreements.  Revise throughout the document as appropriate.

Management`s Discussion and Analysis..., Overview, page 38

31. Your overview section largely repeats and summarizes material
information from other parts of your prospectus.  However, the
overview should highlight the most important developments of the
period being reported without being repetitive of or summarizing the
ensuing discussion.  You should consider redoing this section so it is
written from your CEO`s perspective, focusing on topics "that keep him
up at night."  For example such topics could include the material
opportunities, challenges and risks that management are most focused
on for the short and long term, as well as actions that they are
taking to address these opportunities, challenges and risks.

32. Please revise this section to identify and discuss any known
trends or uncertainties surrounding you and your industry that may
impact your financial condition.  There are numerous factors
highlighted in your Risk Factors section that have a material impact
on your results of operations and financial condition.  The future
impact of these factors should be highlighted.  For example, the long
sales cycles of federal government contracts are highlighted in the
Risk Factors Section.  You should further discuss how any contracts
that the Company expects to bid on during the remainder of 2004 and
2005 will affect the Company`s revenues and expenses during those
periods.  In addition, please discuss the impact to your margins as
result of pursuing competitive bid contracts versus privately
negotiated contracts.

33. Please disclose the components of your selling, general, and
administrative expenses.

34. Please discuss the impact to your operations if the Department of
Homeland Security terminates your contract with them as a result of
your alleged non-compliance with firearm procedures.

Results of Operations of the Company..., page 39

35. Rather than present financial information from the current period
and comparable past periods in a line-by-line narrative format, you
should consider using tabular presentations to present the
information. The accompanying narrative could then be used to discuss
and analyze known changes, events, trends and uncertainties.

36. Please disclose whether the four contracts that earned in excess
of $3 million in 2003 are additional contracts acquired during 2003 or
are existing contracts that increased in revenue.

37. We note your disclosure on page 40 indicating that the number of
contracts decreased from 13 to 12 between 2003 and 2004.  Please
reconcile with your disclosure elsewhere that you currently have 7
customers.

Critical Accounting Policies, page 42

38. You should revise this section consistent with our guidance
provided in SEC Release No. 33-8350 (specifically Part V - Critical
Accounting Estimates) available on our website.  Your current
disclosure does not describe your most material accounting estimates
or assumptions where the nature of those estimates or assumptions
involves a high degree of subjectivity or judgment on the part of
management.  Your discussion of revenue recognition, cost of revenues,
goodwill and other intangible assets and investment in joint venture
does not discuss how the estimates or assumptions made in connection
with these accounting policies could result in variability in your
results of operations or financial condition due to the nature of
their subjectivity and uncertainty.

39. In this regard, please expand your disclosure for the accounting
of goodwill and intangibles to describe the goodwill impairment test.
Explain that the goodwill impairment test involves a two-step approach
and goodwill impairment is measured based on a comparison of its
"implied fair value" with its carrying amount. Also discuss the
methodology you use to assess impairment.  Discuss significant
assumptions and estimates used.  Address uncertainties associated with
the methods, assumptions or levels of judgment used.  Refer to Section
5, Release No. 33-8350, which is available on our website at
http://www.sec.gov/rules/interp/33-8350.htm.

Liquidity and Capital Resources, page 44

40. Please disclose what you mean that decreases in cash flow resulted
from "changes in current assets and liabilities."

41. The operating cash flows that you report for 2001, 2002 and 2003
and the latest interim period exhibit significant variation from one
year to the next.   Please provide a discussion of the underlying
drivers of cash flow, such as cash receipts from services and cash
payments to labor and other operating expenditures.

42. You indicate that cash from operating activities increased during
2003 as a result of an increase in non-cash depreciation charges.
Please clarify how cash increased is generated by a non-cash charge.

43. Please discuss your commitment for capital expenditures for the
next twelve months.  For example, discuss the capital requirements to
fund your business for the next twelve months as well as to fund your
planned expansion of your operations.  In addition, it is not clear
whether Tri-S will be able to generate sufficient cash to service its
debt obligations through the end of 2005.  Expand