SecProbe.io

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MAIL STOP 3561

								July 12, 2005

Mr. Mr. Harvey L. Weiss
President and Chief Executive Officer
Fortress America Acquisition Corporation
3 Bethesda Metro Center
Suite 700
Bethesda, MD  10814

RE:	Fortress America Acquisition Corporation
      Registration Statement on Form S-1
      File No. 333-123504
      Amendment No. 3 Filed July 5, 2005

Dear Mr. Weiss,

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document 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 any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter:

Financial Statements

1. Please expand Note 2 to disclose the significant terms of the
underwriter`s purchase option, including the material terms
discussed
on the cover page, as well as any net settlement provisions.
Disclose how you intend to account for the underwriter`s purchase
option and include the estimated fair value of the UPO and the
major
assumptions used to value it.  In regards to these assumptions, we
believe that a volatility assumption should be used that is in
accordance with the principle outlined in paragraph 23 of FAS
123R,
and that the use of a minimum value method would not be
appropriate.
Lastly, please tell us exactly how you would propose to record the
initial issuance of the UPO, in conjunction with the sale of the
stock and warrants in the initial public offering. As applicable,
please expand MD&A to discuss the transaction and the likely
future
effect on your financial condition and results of operations.

Closing Comments

      As appropriate, please amend your registration statement in
respond to these comments.  You may wish to provide us with marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

	We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

	You may contact Maureen Bauer at (202) 551-3237, or Terence
O`Brien, at (202) 551-3355 if you have questions regarding the
comments on the financial statements and related matters.
Questions
on other disclosure issues may be directed to John Zitko at (202)
551-3399, or Mike Karney, who supervised the review of your
filing,
at (202)
551-3847.

								Sincerely,

								Tia Jenkins
`	Senior Assistant Chief Accountant

cc:     Ms. Kristine Wellman
          FAX:  (216 479-8780

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Mr. Harvey L. Weiss
Fortress America Acquisition Corporation
July 12, 2005
Page 2

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