SecProbe.io

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Mail Stop 3561

      November 29, 2005

James E. Minarik
President and Chief Executive Officer
Directed Electronics, Inc.
1 Viper Way
Vista, California 92081

	Re: 	Directed Electronics, Inc.
Amendment No. 2 to Registration Statement on Form S-1
      Filed November 16, 2005
		File No. 333-127823

Dear Mr. Minarik:

      We have reviewed your filing and have the following
comments.
Note that we may have further comments after reviewing your
responses
to comments 17 and 18 in the letter dated November 2, 2005.  Where
indicated, we think you should revise your document in response to
the below 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
information so we may better understand your disclosure.  After
reviewing this information, we may 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.

Front Cover of Prospectus
1. We note that you list the names of five underwriters on the
cover
page.  Please revise to identify only the lead or managing
underwriters.  Refer to Item 501(b)(8) of Regulation S-K.

Risk Factors, page 9

Our pricing and promotional practice could be challenged, page 11
2. We note that you are making certain changes to your customer
arrangements.  Please describe the nature of these changes.

Certain Relationship and Related Party Transactions, page 78

Management and Advisory Agreements, page 78
3. We note that you will enter into a new advisory agreement with
Trivest.  Please describe how the fees will be calculated and
disclose any termination fees.

Deferred Compensation/ Salary Continuation Agreements, page 79
4. Please describe the terms of these agreements.

Convertible Notes, page 80
5. We note your response to comment 9 in our letter dated November
2,
2005.  Please disclose when the notes were converted into shares
and
the number of shares that each affiliate received.

Principal and Selling Stockholders, page 81
6. We note your response to comment 12 in our letter dated
November
2, 2005.  Please also identify the broker-dealer that is
affiliated
with HVB U.S. Finance in footnote (7).

*****

      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
letter with your amendment that keys your responses to our
comments
and provides any requested information.  Detailed letters greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

      You may contact Sarah Goldberg at (202) 551-3340 or Robyn
Manuel at (202) 551-3823 if you have questions regarding comments
on
the financial statements and related matters.  Please contact
Howard
Baik at (202) 551-3317, Peggy Kim, Senior Staff Attorney, at (202)
551-3411, or me at (202) 551-3750 with any other questions.

      							Sincerely,

								H. Christopher Owings
								Assistant Director

cc:	Bruce E. Macdonough, Esq.
	Brian H. Blaney, Esq.
	Greenberg Traurig, LLP
	Fax:  (602) 445-8100

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James E. Minarik
Directed Electronics, Inc.
November 29, 2005
Page 1

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