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MAIL STOP 3561

      November 1, 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. 3 to Registration Statement on Form S-1
      Filed October 20, 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. As requested in prior comment four to our letter dated October
17,
2005, discuss when the distribution period ends.  In this regard,
the
comment concerns the underwriter`s compensation deferment.
2. We note that your officers and their respective affiliates have
agreed to purchase an aggregate of up to 125,000 units in this
offering.  Clarify whether this is a directed share program. If
so,
please provide us with all materials sent to potential purchasers
in
the directed offering.  Please supplementally describe the
mechanics
of how and when these shares are offered and sold to investors in
the
directed share program for this offering.  For example, tell us
how
the prospective recipients and number of reserved shares are
determined.  Tell us how and when the issuer and underwriter
notified
the directed share investors, including the types of
communications
used. Discuss the procedures these investors must follow in order
to
purchase the offered securities. Are directed share purchasers
required to establish accounts before the effective time, and, if
so,
what if any funds are put in newly established brokerage accounts
before the effective date? How do the procedures for the directed
share program differ from the procedures for the general offering
to
the public?
3. Tell us the factors you considered in determining to value this
offering at $100,000,000 and offer the units at $8.00 per unit.
What
factors did you consider when determining that you might need
$95,000,000 in the trust fund to effect the business combination
contemplated by the registration statement?  Please discuss the
specific factors and motivations behind the valuation.  If
management, the directors, or any affiliate, agent or other
representative has already taken direct or indirect measures to
locate a target business, or unaffiliated entities have approached
you with possible candidates, please disclose this information or
advise.  Please note in particular that we are not seeking simply
whether or not you have "a specific business combination under
consideration," but are looking more to the type, nature and
results
to date of any and all diligence, evaluations, discussions (formal
or
informal), negotiations and/or other similar activities
undertaken,
whether directly by the company, an affiliate thereof, or an
unrelated third party, with respect to a business combination
transaction involving the company.  This includes the time period
before the company`s corporate existence was established and
encompasses any and all evaluations and/or discussions that may
have
taken place prior to the involvement of the principals with the
formal entity of Argyle Security Acquisition Corp.  Given
management`s extensive and high-level experience in the target
industry, the precise nature of their knowledge about their
ability
to effect a combination with a company whose fair market value is
equal to at least 80% of the company`s net assets may be material
information for which appropriate disclosure is required.  We may
have further comment

Risk Factors, page 7
4. Please update the disclosure in risk factor six.

Conflicts of Interest, page 39
5. We note the statement on page 40 that your two officers are
currently affiliated with a company engaged in the intrusion
protection security industry and that if you decide to acquire
this
company, there would be a conflict of interest.  Discuss the
consideration that has been given to this affiliated company as a
possible business combination and whether any discussions have
taken
place.  Discuss in substantially greater detail the conflicts of
interest that may result from this possible acquisition.  We may
have
further comment.

Principal Stockholders, page 41
6. We note the IPO share agreement filed as exhibit 10.12.  In
light
of this agreement, it would appear that the 125,000 shares to be
purchased in this offering should be included in the beneficial
ownership table as shares that the individuals will have the right
to
acquire within 60 days of the registration statement being
declared
effective.  Also add disclosure to the certain transactions and
the
underwriting sections.  In the certain related transactions
section,
clearly name each officer and each affiliate that will be
purchasing
in this offering.
Underwriting, page 48
7. To the extent applicable, please provide disclosure discussing
the
following:

* state the number of shares or percentage of the offering that
will
be allocated to the directed share program;

* state whether the directed share program is part of the
underwritten offering;

* state whether the shares will be subject to lock-up agreements
and,
if so, briefly describe the lock-up agreements; and

* generally describe who is eligible to participate in the
directed
share program. This description typically should only identify the
categories of participants, such as employees, family members,
certain customers, etc. However, if a large block of shares (for
example, more than 5%) is directed to one person or organization,
such as a significant business partner, then it may be necessary
for
that person to be named. Whether the company must identify the
person
is a materiality determination that should be based on the
specific
facts.

Financial Statements

Note 5 - Commitments and Contingencies, page F-10
8. We note the volatility factor used to calculate the total value
of
the Underwriter Purchase Option (UPO) changed from 44% to 144%.
This
appears to be a typographical error.  Please revise or advise.

Part II

Item 26.  Exhibits
9. Please file each exhibit in its entirety.  For instance,
schedule
A to exhibit 10.12 should be filed with the exhibit.   Also, we
note
that exhibits 10.12 and 10.15 are not executed.  If these
agreements
have been signed, please file executed exhibits on Edgar.  If not,
please advise.

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
November 1, 2005
P. 1

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