SecProbe.io

Mail Stop 6010      April 17, 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. 3 filed April 9, 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

Financial Statements

Statements of Stockholder’s Equity

1. The ending balances presented in these statements  do not appear to agree with the same balances
presented on the face of the Balance Sheets.  For example, the Common Stock Amount of

$9,436,766, the Additional Paid-In Capita l amount of nil and the Accumulated Deficit of nil do not
agree.  Please revise as appropriate.

Notes to Financial Statements, page F-5

Note 8.  Stock Based Comp ensation, pages F-15 – F-21
2.  We acknowledge your revised disclosures that cl arify the number of wa rrants granted during the
periods presented and their weight ed average exercise prices.  Ho wever, it is unclear from your
current disclosures what amount was allocated to the common st ock purchase warrants issued as
part of the units placed and th e significant assumptions underlyi ng that valuation and we are
reissuing our prior comment ei ght in its entirety.

* * *

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 letter s greatly facilitate our review.  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.

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.