SecProbe.io

April 16, 2015

Stanton E. Ross
President and Chief Executive Officer
Digital Ally , Inc.
9705 Loiret Blvd.
Lenexa, KS 66219

Re: Digital Ally , Inc.
 Preliminary Proxy Statement on Schedule 14A
Filed April 13, 2015
File No. 001 -33899

Dear Mr. Ross :

We have reviewed your filing an d have the following comment.  In our comment, we
may ask you to provide us with information so we may better understand your disclosure.

Please respond to this letter within ten business days by amending your filing, by
provid ing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comment appl ies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to this comment, we may have  additional comments.

Proposal Two, page 17

1. We note your plans to increase the total number of authorized shares of your capital
stock, all of which you plan to classify as common stock.  Please revise your disclosure to
describe any plans, commitments, arrangements, understandings or agreements, wh ether
written or oral, to issue any of the shares that will be newly available following the
approval of such authorized shares. If you have no such plans or intentions, please revise
your disclosure to so state.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the compa ny and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Stanton E. Ross
Digital Ally , Inc.
April 16, 2015
Page 2

  In responding to our comments, please provide  a written statement from the co mpany
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

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

Please contact William Mastrianna , Attorney -Adviser, at (202) 55 1-3778, Celeste M.
Murphy, Legal Branch Chief, at (202) 551 -3257 , or me at (202) 551 -3810 with any questions.

Sincerely,

 /s/ Celeste M. Murphy for

Larry Spirgel
Assistant Director

cc: Christian J. Hoffmann III, Esq.