SecProbe.io

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MAIL STOP 3561

      October 17, 2005

Mr. Bob Marbut, Chairman
Argyle Security Acquisition Corporation
200 Concord Plaza, Suite 700
San Antonio, Texas  78219

Re:	Argyle Security Acquisition Corporation
		Amendment No. 2 to Registration Statement on Form S-1
      Filed September 27, 2005
		File No. 333-126569

Dear Mr. Marbut:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.

General
1. We note that the underwriter has agreed to deposit 4.2% of the
gross proceeds attributable to the underwriters` discount into the
trust account until the earlier of a business combination or the
trust is liquidated.  Please advise where this agreement is set
forth
and supplementally discuss the reason for and basis behind the
decision to defer a portion of the underwriter`s compensation.
Disclose in the prospectus the rate of interest, if any, that the
deferred fees and expenses will earn until an initial transaction
is
consummated. As applicable, discuss whether such deferment
provision
will apply to other members of the underwriting syndicate and if
so,
how such deferment obligation will be allocated among the members
of
the underwriters` syndicate.
2. We note that the company has marked the box on the registration
statement facing page indicating that delivery of the prospectus
is
expected to be made in compliance with Rule 434.  Please
supplementally discuss the circumstances in which the company
intends
to utilize the provisions of Rule 434 and how the company intends
to
comply with the requirements of Rule 434.

3. We reissue prior comment 4 from our letter dated September 20,
2005.  Please address the applicability or inapplicability of
Regulation M in the context of the warrant purchase agreements
contained within your registration statement.  It appears that the
purchase agreement represents a bid during the restricted period
for
purposes of Regulation M.
4. Discuss when the distribution period ends.

Prospectus Cover Page
5. Please note that the type-size of footnotes to the table, and
elsewhere in the prospectus, must be the same legibility as the
body
of the document; see Rule 420(a) of Regulation C.

Use of Proceeds, page 19
6. You appear to have allocated proceeds not held in trust to due
diligence in three separate line items: the first, the third and
the
fifth (reserves).  Either this allocation is duplicative or the
disclosure does not adequately discuss the specific due diligence
undertakings contemplated.  Please advise or revise.

Management, page 36
7. Disclose Mr. Marbut`s affiliation with Argyle Joint Ventures
and
Argyle New Ventures.  Disclose Mr. Chaimovski`s affiliation with
Argyle Joint Ventures.  Indicate the business for each of these
entities.
8. You describe Electronics Line 3000 Ltd. as a "security with
remote
management company."  Please clarify.
9. Please revise the conflicts of interest section to discuss the
possible conflict of interest that may arise if a business
combination is entered into with an affiliated company.

Part II

Item 26.  Exhibits
10. Section 6.2 of the underwriting agreement appears to allow
less
than all of the shares to be offered in the event of a default by
an
underwriter of more than 10%.  The agreement gives the right, but
not
the obligation, to terminate the agreement. Please explain how the
proposed offering may still be considered a firm commitment in
light
of the language in the underwriting agreement. Please revise the
agreement or the prospectus.

11. Revise your legality opinion to indicate that the opinion
opines
upon Delaware law including the statutory provisions, all
applicable
provisions of the Delaware Constitution and all reported judicial
decisions interpreting those laws.

Closing Statements

      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 Blaise Rhodes at (202) 551-3774 if you have
questions regarding comments on the financial statements and
related
matters.  Please contact William Bennett at (202) 551-3389 with
any
other questions.

      Sincerely,

      John Reynolds
      Assistant Director

cc:	Giovanni Caruso, Esq.
	Fax: (212) 407-4990

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Mr. Bob Marbut, Chairman
Argyle Security Acquisition Corporation
October 17, 2005
P. 1

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