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TRI-S
SECURITY CORPORATION

Royal
Center One

11675
Great Oaks Way

Suite
120

Alpharetta,
Georgia  30022

November
9, 2005

VIA
EDGAR AND FACSIMILE

Securities and Exchange Commission

Division of Corporation Finance

100 F Street

Washington, D.C.  20549

Attention:  Kyle Moffatt

  Re:

  Tri-S Security Corporation

  Item 4.02 Form 8-K

  Filed November 2, 2005

  File No. 0-5114B

Ladies
and Gentlemen:

On behalf of Tri-S Security
Corporation (the “Company”), the undersigned hereby responds to the comments of
the Staff contained in the letter from Kyle Moffatt to Ronald Farrell dated
November 4, 2005.  For the Staff’s
convenience, the numbered paragraphs below correspond to the paragraph numbers
in the Staff’s November 8, 2005 comment letter.

1.             Based on the Company’s review of the accounting
literature discussed below, the Company believes that its 10% equity interest
in Army Fleet Support, LLC (“AFS”) should be accounted for in accordance with
the equity method of accounting.  As
provided in paragraph 16 of the Accounting Principles Board Opinion No. 18, “The Equity Method of Accounting for Investments in Common Stock”
(“APB Opinion No. 18”), as amended by paragraph 15e of the Statement of
Financial Accounting Standards (“SFAS”) No. 94, “Consolidation
of All Majority-Owned Subsidiaries,” investors should account in
consolidated financial statements for investments in common stock of corporate
joint ventures by the equity method.
Emerging Issues Task Force (“EITF”) 03-16, “Investments
in Limited Liability Companies” (“EITF 03-16”), provides that the
provisions of APB Opinion No. 18 are applicable to partnerships and limited
liability companies.  EITF 03-16 also
provides that an investment in a limited liability company that maintains a “specific
ownership account” for each investor should be viewed as similar to an
investment in a limited partnership for purposes of determining whether a
noncontrolling investment in a limited liability company should be accounted
for using the cost method or equity method.
EITF D-46, “Accounting for Limited
Partnership Investments” (“EITF D-46”),

states that it is the Staff’s position that
investments in all limited partnerships should be accounted for pursuant to
paragraph 8 of the American Institute of Certified Public Accountants Statement
of Position 78-9, “Accounting for
Investments in Real Estate Ventures” (“SOP 78-9”).  Paragraph 8 of SOP 78-9 requires the use of
the equity method of accounting unless the investor’s interest “is so minor
that the limited partner may have virtually no influence over partnership
operating and financial policies.” As noted in EITF D-46, “the SEC staff
understands that practice generally has viewed investments of more than 3 to 5
percent to be more than minor.”

AFS, a limited liability company, maintains a
specific ownership account with respect to the Company’s 10% equity interest in
AFS.  The Company’s influence over AFS is
more than minor not only because the Company’s investment in AFS is greater
than 5%, but also because the Company is a member of AFS’s management committee
and, as such, has a voice in the management of AFS in proportion to the Company’s
ownership interest in AFS.

Based on the nature of the Company’s
investment in AFS and the guidance in the accounting literature discussed above,
the Company believes it should use the equity method of accounting to account
for its investment in AFS.

2.               On February 27, 2004 (the “Acquisition
Date”), the Company acquired  Paragon
Systems, Inc., which directly owns the 10% equity interest in AFS.  The value of AFS’s assets and the Company’s
portion thereof as of December 31, 2004, March 31, 2005 and June 30, 2005 are
set forth below:

  The Company’s

  AFS’s Assets

  Portion

  December 31, 2004

  $

  39,182,000

  $

  3,918,000

  March 31, 2005

  $

  50,268,000

  $

  5,027,000

  June 30, 2005

  $

  48,279,000

  $

  4,828,000

The Company’s cost of its equity interest in
AFS is based on an independent appraisal of such interest performed as of the
Acquisition Date (the “Appraisal”).
Based on the Appraisal, the Company’s cost in its equity interest in AFS
is $8,102,000.  As of June 30, 2005, the
net book value of the assets of AFS under the equity method was approximately
$8,495,000.

The fair value asset allocation of the
Company’s purchase price of its equity interest in AFS is based on the
Appraisal.  Pursuant to the Appraisal,
the fair value of the Company’s equity interest in AFS as of the Acquisition
Date was $8,102,000.  In accordance with
APB Opinion No. 18, the adjustments necessary to record the Company’s equity
interest in AFS and the amortization of the difference between investor cost
and underlying equity in net assets of the investee at the date of investment
are similar to those made in preparing consolidated financial

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statements.
Based on the Appraisal, the excess of the acquisition cost over the
underlying equity in net assets is attributed to the value of the contracts of
AFS.

The projected net earnings of AFS are
expected to be consistent over the life of AFS’s contracts, which have 10-year
terms.  The economic benefits of these
contracts to the Company will be proportional to the net earnings of AFS which
are attributable to the Company’s equity interest therein.  In accordance with SFAS No. 142, “Goodwill and Other Intangible Assets,” the method of
amortization should reflect the pattern in which the economic benefits of the
intangible asset are consumed.  If that
pattern cannot be reliably determined, a straight-line amortization method
should be used.  Based on the foregoing,
the Company determined to amortize the intangible asset related to the
difference between cost and the underlying equity in AFS’s net assets on a
straight-line basis over 10 years.

The Company’s determination to restate its
previously issued financial statements to account for the Company’s 10% equity
interest in AFS in accordance with the equity method of accounting is
consistent with a comment received by the Company’s independent auditors,
Miller Ray Houser & Stewart LLP (“MRH&S”), from the Public Company
Accounting Oversight Board (the “PCAOB”) in connection with the PCAOB’s
inspection of MRH&S’s audit work papers related to MRH&S’s audit of the
Company’s financial statements for the year ended December 31, 2004.

The Company hereby acknowledges that: (i) the
Company is responsible for the adequacy and accuracy of the disclosure in the
Current Report on Form 8-K filed on November 2, 2005, as may be amended (the “Filing”);
(ii) Staff comments or changes to the disclosure in response to Staff comments
do not foreclose the Commission from taking any action with respect to the
Filing; and (iii) 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.

Please contact the
undersigned at 678-808-1540 if you have any questions or comments concerning
this letter.

  Sincerely,

  /s/ Robert K. Mills

  Robert K. Mills,

  Chief Financial Officer

cc:           Ms. Inessa Berembaum

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