SecProbe.io

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Mail Stop 0407

      December 10, 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
		Amendment #1 to Form S-1
		Filed December 1, 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 that you are offering units composed of common stock
and
warrants to purchase common stock.  In addition, we note that
these
units will trade as a unit until separated by the underwriters.
Please provide more disclosure throughout the document to clarify
how
the units will separate.  For example, how will investors be
notified
that their units have separated and how will they be able to trade
the common stock and warrants subsequent to the separation?  Also,
please discuss any reasons why the underwriters would elect to
separate the units prior to the 60-day deadline.

Risk Factors, page 5

Declines in the fair values of intangible assets..., page 14

2. Please provide more specific disclosure how an impairment
charge
could affect you and your investors.

We may not be able to implement our growth strategy..., page 16
Our professional reputation is critical to our business..., page
18
The nature of our business potentially exposes us to liability...,
page 18

3. Please revise these risk factors so that it more accurately
reflects the risk you discuss in the text.

Use of Proceeds, page 24

4. Please identify your "lender."  Also, please quantify how much
remains on the promissory note which this lender.

Pro Forma Financial Statements, page 38

5. We have considered your response to prior comment #27 and the
employment agreement filed as Exhibit 10.28.  The agreement
requires
the performance of certain specified services by Mr. Keathley as
President, and also specifies the amount of time he should devote
to
the business for the 12 months following the acquisition.  Since
there is a continuing impact of this agreement, we believe it is
not
appropriate to eliminate compensation recorded in the historical
financial statements.  Please revise the pro forma statement of
operations to eliminate adjustment (f).

Management`s Discussion and Analysis..., Overview, page 43

6. Please discuss the impact your revenues and overall financial
condition resulting from the fact that you are no longer hold a
certification as an 8(a) firm.  In addition, please discuss how
you
intend to compensate as a result of losing this certification.
Please revise your business section as appropriate.

7. Please continue to revise your MD&A to discuss why changes in
your
financial condition occurred.  For example, we note that you cost
of
sales has increased.  Please revise to disclose why your cost of
sales has increased and whether you believe the increase will
continue.  We also note that your cash flows from operations has
fluctuated significantly in recent periods.  Please explain the
reasons for these fluctuations and when you expect to see more
stable
cash flows from operations.

Critical Accounting Policies, page 48

8. Clarify how an impairment loss would effect your financial
condition or results of operations.

9. Refer to prior comment #39.  Expand the disclosure in your
critical accounting policies to describe the method you use to
determine the fair value of the reporting unit in performing the
goodwill impairment test.  Discuss the significant assumptions and
estimates used in estimating fair value. Also discuss the
uncertainties associated with those assumptions and estimates.

Business, Competition in Contract Guard Services, page 66

10. We note your response to comment #46.  Please continue to
revise
this section to discuss your competitive advantages and
disadvantages
versus your competitors.

Exhibit 5.1

11. The legality opinion must also state that the warrants are
"binding obligations" under Georgia contract law (or the state
contract law governing the warrant agreement).  Please revise
accordingly.

*    *    *    *

      Please amend your registration statement and your periodic
reports in response to these comments.  You may wish to provide us
with marked copies of the amendments to expedite our review.
Please
furnish a cover letter with your amendments that keys your
responses
to our comments and provides any requested supplemental
information.
Indicate in the cover letter where you have made changes in the
amendments.  Detailed cover letters greatly facilitate our review.
Please file your cover letter on EDGAR.

      You may contact John McIntyre, Staff Accountant, at (202)
942-
2853 or Terry French, Accountant Branch Chief, at (202) 942-1998
if
you have questions regarding comments on the financial statements
and
related matters.  Please contact Reginald A. Norris, Staff
Attorney,
at (202) 942-2875, or me at (202) 942-1990 with any other
questions.

							Sincerely,

							Larry Spirgel
							Assistant Director

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