SecProbe.io

Mail Stop 6010      February 13, 2007

Mr. Stanton E. Ross
Chairman and Chief Executive Officer
Digital Ally, Inc.
4831 W. 136th Street, Suite 300
Leawood, Kansas 66224

 Re: Digital Ally, Inc.
  Registration Statement on Form SB-2
  Amendment no. 1 filed January 31, 2007
  File No. 333-138025

Dear Mr. Ross:

 We have reviewed your filing and have th e 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 commen t 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 bette r 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 ove rall disclosure in your filing.
We look forward to working with you in these re spects.  We welcome any questions you may have
about our comments or any other aspect of our re view.  Feel free to call us at the telephone
numbers listed at the end of this letter.

FORM SB-2

Cover Page
1.  We note your response to comment 4 and re issue the comment in part.  Please disclose
on the cover page the fixed price for the sale a nd if applicable, disclose  that the securities
will be sold at the market pri ce once such a market develops.

2. Please note, we are unable to reconcile th e information provided in response to
comment 5 with the number of shares being re gistered.  Your response states that you

Mr. Stanton E. Ross
February 13, 2007
Page 2

are registering the resale of 5,759,000 shares of common stock.  4,700,000 of those shares were sold between February and September 2005 and 959,000 shares were
sold as part of units sold between Ma y and September 2006.  Therefore, it appears
that 5,659,000 shares were sold pursuant  to these private placements, not 5,759,000.

3.  Additionally, you state that the units sold between May and September 2006 also included a fourth of a common stock purchas e warrant which amounts to an additional
239,750 shares.  Lastly, you state you are also registering 994,750 shares of common stock
issuable upon exercise of warrants.  Ther efore, according to our calculation, you are
registering the resale of 6,893,500 shares as opposed to 6,753,750 as appears in your fee
table.  Please revise or advise.

The Offering, page 2
4.  Please reconcile the number of shares outstanding with the number of shares outstanding
after the offering.  In this regard, please expl ain why the shares you are registering in this
offering do not appear to be included in the number of outstanding shares.  In this regard,
we note that the disclosure in Item 26 indicate s the shares were sold prior to September 30,
2006.  We may have additional comments.

Our auditors have expressed a going concern opinion, page 3

5.  We note your response to comment 12 and re issue the comment in part.  As previously
requested, please expand the discussion to address the effect the opinion may have on investors who want to sell their shares.

Selling security ho lders, page 15

6.  We note your response to comment 30 and reissue the comment.  Please include the
requested information in this  section of the prospectus.

7.  We note your response to comment 31 and re issue the comment in part.  Please expand
the discussion by footnote or otherwise to indica te in which of the four describes manners
each of the selling security hol ders acquired th e securities.

8. We note your response to comment 32 and reis sue the comment in part.  Please expand
the discussion to indicate by footnote or othe rwise which of the selling shareholders are
affiliates of broker-dealers.  As previously requested, state that these selling shareholders acquired the shares in the ordi nary course of busine ss without a view to

Mr. Stanton E. Ross
February 13, 2007
Page 3

directly or indirectly distribute  the shares.  If you are unable to make this representation, the
affiliates of the broker-dealers should be identified as underwriters.

Description of business, page 31

9.  We note your response to comment 34 and re issue the comment in part.  Please expand
the discussion to indicate you do not currently ha ve agreements with any other entities for
the incorporation of your tec hnology into their products.

Management’s Discussion and Analysis  or Plan of Operation, page 37

Critical Accounting Policies page 42

10.  Please refer to your response to comme nt 41.  Your statement that you make no
estimates that would be susceptible to materi al changes appears to contradict with your
disclosures in your filing where you state th at Revenue Recognition, and your accounting
for Inventories, for Research and Developm ent Costs and for Stock Based Compensation
are based on estimates that ar e critical.  We refer you to Release 33-8350 for information on
disclosure requirements for critical estimates.  As you appear to have made no changes to
your filing in response to prior comment 41, we ar e reissuing our comment in its entirety.

Stock-Based Compensation, pages 42-43

11.  It appears you removed the tabular pro fo rma disclosure we referenced in prior
comment 43; however, in the first paragraph on pa ge 43 you still refer to it as if it was still
included in the filing.  Please delete re ference to the pro forma information.

12.  We did not see revisions to your accounti ng policy for stock warrants disclosed here
and in Note 1 to the financial statements in response to prior comment 42.  Please revise your disclosures to describe how and when the co st of issuing stock wa rrants is recognized
and how fair value is established as previously requested.  We may have further comments.

Executive Compensation, page 47

13.  Please update the discussion in this section to refl ect the information for 2006.
Additionally, please note  that your next amendment must comply with the new executive
compensation rules.  Please see final rule releases 33-8765 and 33-8732A.

Mr. Stanton E. Ross
February 13, 2007
Page 4

Financial Statements

14.  Please provide updated financial inform ation through the period ended December 31,
2006.

Financial Statements at September 30, 2006, unaudited

Nature of Business and Significan t Accounting Policies, page FA-5

Accounts Receivable

15.  Please tell us why no allowan ce for doubtful accounts is warranted.

Note 7.  Stock Based Compensation, page FA-11 – F-16

16.  It does not appear that your disclosure s describe how you a llocated the proceeds
between the common stock and the common stock purchase warrants issued as part of the
units in the September 2006 private placement.  Please revise your disclosures and quantify
and discuss any significant assumptions underl ying your allocation.  Pl ease elaborate on the
conditions under which the warrants issued as pa rt of the units placed may be redeemed, at
whose option, and the medium of payment.

17.  Please tell us why it is appropriate to us e variable accounting in accordance with APB
25 in light of the adoption of SFAS 123R.

Exhibits

18.  The exhibits referred to as attached to exhibits 10.8 and 10.9 should be filed as part of
the respective exhibit.

* * *

Mr. Stanton E. Ross
February 13, 2007
Page 5

General

 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 exped ite our review.  Please
furnish a cover letter with your amendment that ke ys your responses to ou r comments and provides
any requested information.  Detailed cover letters greatly facilitate our re view.  Please understand
that we may have additional comments after reviewing your amendment and responses to our
comments.

 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure in
the filing to be certain that the filing includes al l information required under  the Securities Act of
1933 and that they have provided all information investors require for an informed investment
decision.  Since the company and its management  are in possession of a ll facts relating to a
company’s disclosure, they are responsible for the accuracy and adequacy of  the disclosures they
have made.

 Notwithstanding our comments, in the even t the company requests acceleration of the
effective date of the pending registration statement,  it should furnish a letter, at the time of such
request, acknowledging that:

• should the Commission or the staff, acting pursua nt to delegated authority, declare the filing
effective, it does not foreclose the Commission from  taking any action with respect to the filing;

• the action of the Commission or the staff, acting pursuant to delegated authority, in declaring
the filing effective, does not re lieve the company from its full responsibility for the adequacy
and accuracy of the disclosure in the filing; and

• the company may not assert staff comments and the declaration of effectiveness as a defense in
any proceeding initiated by the Commission or a ny person under the federal securities laws of
the United States.

 In addition, please be advised that the Division of Enforcemen t has access to all information
you provide to the staff of the Di vision of Corporation Finance in connection with our review of
your filing or in response to our comments on your filing.

 We will consider a written request for acceleration of the effective date of the registration statement as confirmation of the f act that those requesting accelera tion are aware of their respective
responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they
relate to the proposed public offeri ng of the securities sp ecified in the above registration statement.
We will act on the request and, pursuant to delegate d authority, grant acceleration of the effective
date.

Mr. Stanton E. Ross
February 13, 2007
Page 6

We direct your attention to Rules 460 and 461 regarding requesting accele ration of a registration
statement.  Please allow adequate time after the filing of any amen dment 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 Iboyla Igna t at (202) 551-3656 or Mary Ma st at (202) 551-3613 if you
have questions regarding comments on the financial statements and related matters.  Please contact
John Krug at (202) 551-3862, Suzanne Hayes, Branch Chief, at (202) 55 1-3675, or me at (202)
551-3715 with any other questions.

        S i n c e r e l y ,

        J e f f r e y  R i e d l e r
        A s s i s t a n t  D i r e c t o r

cc: Christian J. Hoffmann, III, Esq.