SecProbe.io

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MAIL STOP 3561

	June 24, 2005

Mr. Harvey L. Weiss
President and Chief Executive Officer
Fortress America Acquisition Corporation
3 Bethesda Metro Center
Suite 700
Bethesda, MD  20814

Re:	Fortress America Acquisition Corporation
Registration Statement on Form S-1
File No. 333-123504
Amendment No. 2 Filed June 3, 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 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. In the event that the company has circulated a preliminary
prospectus with respect to this offering, please advise the staff
as
to the views of each of the company and the underwriter(s) as to
the
need to re-circulate a revised prospectus that reflects the
revisions
to the form of prospectus that have occurred since the original
circulation of the preliminary prospectus.

Prospectus Summary

2. We note your response to comment three of our letter dated May
25,
2005. We did not calculate the average cost per share with the
mistaken understanding that existing stockholders have conversion
rights on their existing shares.  We understand that existing
shares
will not be specifically eligible for the conversion feature or
pro
rata distribution, if it occurs.  We are looking at this issue
from
the economic prospective and the average price existing
shareholders
pay for their "equity stake" in the company.  Because existing
stockholders received the initial shares at a minimal price, they
would not be affected in the same proportion as public
stockholders
by exercising their conversion rights if they decide to do so on
those shares for which such rights apply.  For instance, existing
stockholders will own 20% of the company after the offering due to
their current holdings.  If the existing stockholders purchased an
additional 20% in the offering, and then decided to exercise their
conversion rights with respect to that same 20% (which is
essentially
equal to the 19.99% limitation on conversion put into place), the
existing stockholders would have effectively contributed $3.0071
per
share to the company for their equity holdings in the company.
Since
the shares held by the existing stockholders are all economically
fungible, their true economic weighted average cost of $3.00 per
share is less than the conversion price of $5.38 per share and
thus
there is an incentive on the part of existing stockholders to
exercise those conversion rights (with a spread in the amount of
$2.38 per share converted) which does not exist in the case of the
public stockholders.  As such, we are still of the opinion that
the
prior comment regarding incentives and disincentives applies.
Please
revise the disclosure to discuss this.

Risk Factors

3. Please update the disclosure in the fourth risk factor.  Your
reference to the number of blank check companies and the amount of
funds held in trust is no longer current.  In addition, the risk
factor should be revised to include reference to not only those
offerings which are currently seeking business combination
transactions, but also those proposed offerings which are
currently
in registration with the Commission.  Please consult with your
sources and revise as appropriate.

Closing Comments

      As appropriate, please amend your registration statement in
response 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 (202) 551-3237 if you have
questions regarding 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,

						John Reynolds
      Assistant Director

cc:  	Ms. Kristine Wellman
	Fax:  (216) 479-8780
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Harvey L. Weiss
Fortress America Acquisition Corporation
June 24, 2005
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