SecProbe.io

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 Document DLH HOLDINGS CORP. 3565 Piedmont Road, NE Building 3, Suite 700 Atlanta, Georgia 30305 June 11, 2026 Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Scott Anderegg Re: DLH Holdings Corp. Registration Statement on Form S-3 Filed June 4, 2026 File No.: 333-296492 Ladies and Gentlemen: DLH Holdings Corp., a New Jersey corporation (the “ Company ”), hereby respectfully requests, pursuant to Rule 461 of Regulation C under the Securities Act of 1933, as amended, that the effective date for the Company’s Registration Statement on Form S-3 (File No. 333-296492) (the “ Registration Statement ”) be accelerated so that it will become effective at 4:00 p.m., eastern time, on June 15, 2026, or as soon as practicable thereafter. Should you have any questions regarding this request, please contact Michael A. Goldstein of Becker & Poliakoff, P.A., counsel to the Company. In addition, after the Registration Statement has been declared effective, we respectfully request that you so inform Mr. Goldstein of Becker & Poliakoff, P.A. Thank you for your assistance in this matter. Sincerely yours, DLH HOLDINGS CORP. By: /s/ Kathryn M. JohnBull Kathryn M. JohnBull, Chief Financial Officer cc: Michael A. Goldstein, Becker & Poliakoff, P.A.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 9, 2026

Zachary C. Parker
Chief Executive Officer
DLH Holdings Corp.
3565 Piedmont Road, NE
Building 3, Suite 700
Atlanta, Georgia 30305

 Re: DLH Holdings Corp.
 Registration Statement on Form S-3
 Filed June 4, 2026
 File No. 333-296492
Dear Zachary C. Parker:
 This is to advise you that we have not reviewed and will not review your
registration
statement.
 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you that
the company and its management are responsible for the accuracy and adequacy of
their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.
 Please contact Scott Anderegg at 202-551-3342 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
</TEXT>
</DOCUMENT>

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DLH HOLDINGS CORP.

3565 Piedmont Road, NE

Building 3, Suite 700

Atlanta, Georgia 30305

June 7, 2023

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Taylor Beech

Re:      DLH Holdings Corp.

Registration Statement on Form S-3

Filed May 30, 2023

File No.: 333-272277

Ladies and Gentlemen:

DLH Holdings Corp., a New Jersey corporation (the “Company”), hereby respectfully requests, pursuant to Rule 461 of Regulation C under the Securities Act of 1933, as amended, that the effective date for the Company’s Registration Statement on Form S-3 (File No. 333-272277) (the “Registration Statement”) be accelerated so that it will become effective at 4:00 p.m., eastern time, on June 9, 2023, or as soon as practicable thereafter.

Should you have any questions regarding this request, please contact Michael A. Goldstein of Becker New York, P.C., counsel to the Company. In addition, after the Registration Statement has been declared effective, we respectfully request that you so inform Mr. Goldstein of Becker New York, P.C.

            Thank you for your assistance in this matter.

Sincerely yours,

                                                                                    DLH HOLDINGS CORP.

                                                                        By: /s/ Kathryn M. JohnBull

                                                                        Kathryn M. JohnBull,

Chief Financial Officer

cc:       Michael A. Goldstein,

            Becker New York, P.C.

United States securities and exchange commission logo
June 5, 2023
Kathryn JohnBull
Chief Financial Officer
DLH Holdings Corp.
3565 Piedmont Road, NE
Building 3, Suite 700
Atlanta, Georgia 30305
Re:DLH Holdings Corp.
Registration Statement on Form S-3
Filed May 30, 2023
File No. 333-272277
Dear Kathryn JohnBull:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Taylor Beech at 202-551-4515 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Michael A. Goldstein, Esq.

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DLH HOLDINGS CORP.

3565 Piedmont Road, NE

Building 3, Suite 700

Atlanta, Georgia 30305

June 11, 2020

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:  Jennifer Lopez

Re: DLH Holdings Corp.

Registration Statement on Form S-3

Filed June 2, 2020

File No.: 333-238882

Ladies and Gentlemen:

DLH Holdings Corp., a New Jersey corporation (the “Company”), hereby respectfully requests, pursuant to Rule 461 of Regulation C under the Securities Act of 1933, as amended, that the effective date for the Company’s Registration Statement on Form S-3 (File No. 333-238882) (the “Registration Statement”) be accelerated so that it will become effective at 4:30 p.m., eastern time, on June 15, 2020, or as soon as practicable thereafter.

Should you have any questions regarding this request, please contact Michael A. Goldstein of Becker & Poliakoff, LLP, counsel to the Company. In addition, after the Registration Statement has been declared effective, we respectfully request that you so inform Mr. Goldstein of Becker & Poliakoff, LLP.

        Thank you for your assistance in this matter.

Sincerely yours,

              DLH HOLDINGS CORP.

             By: /s/ Kathryn M. JohnBull

             Kathryn M. JohnBull,

Chief Financial Officer

cc:  Michael A. Goldstein,

        Becker & Poliakoff, LLP

{N0270721  }

United States securities and exchange commission logo
June 9, 2020
Kathryn M. JohnBull
Chief Financial Officer
DLH Holdings Corp.
3565 Piedmont Road, NE
Building 3, Suite 700
Atlanta, Georgia 30305
Re:DLH Holdings Corp.
Registration Statement on Form S-3
Filed June 2, 2020
File No. 333-238882
Dear Ms. JohnBull:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jennifer López at 202-551-3792 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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DLH HOLDINGS CORP.

3565 Piedmont Road, NE

Building 3, Suite 700

Atlanta, Georgia 30305

May 31, 2017

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn:  Gregory Dundas, Attorney-Advisor

Re:    DLH Holdings Corp.

Registration Statement on Form S-3

Filed May 8, 2017, as amended

File No.: 333-217777

Dear Mr. Dundas:

DLH Holdings Corp., a New Jersey corporation (the “Company”), hereby respectfully requests, pursuant to Rule 461 of Regulation C under the Securities Act of 1933, as amended, that the effective date for the Registration Statement referred to above be accelerated so that it will be declared effective at 4:00 p.m., eastern time, on June 1, 2017, or as soon as practicable thereafter.

In connection with the foregoing request, the Company is aware of its obligations under the Securities Act as they relate to the Registration Statement referred to above and acknowledges that: (i) should the U.S. Securities and Exchange Commission (the “Commission”) or its staff (the “Staff”), acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement; (ii) the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and (iii) the Company may not assert Staff comments and the declaration of effectiveness of the Registration Statement as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Thank you for your assistance in this matter. Should you have any further comments please do not hesitate to contact the undersigned or Michael A. Goldstein of Becker & Poliakoff, LLP, counsel to the Company.

Sincerely yours,

DLH HOLDINGS CORP.

By: /s/ Kathryn JohnBull

Kathryn M. JohnBull,

Chief Financial Officer

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DLH HOLDINGS CORP.

3565 Piedmont Road, NE

Building 3, Suite 700

Atlanta, Georgia 30305

January 18, 2017

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn:  Gregory Dundas, Attorney-Advisor

Re:    DLH Holdings Corp.

Registration Statement on Form S-3

Filed January 3, 2017, as amended

File No.: 333-215405

Dear Mr. Dundas:

DLH Holdings Corp., a New Jersey corporation (the “Company”), hereby respectfully requests, pursuant to Rule 461 of Regulation C under the Securities Act of 1933, as amended, that the effective date for the Registration Statement referred to above be accelerated so that it will be declared effective at 9:00 a.m., eastern time, on January 20, 2017, or as soon as practicable thereafter.

In connection with the foregoing request, the Company is aware of its obligations under the Securities Act as they relate to the Registration Statement referred to above and acknowledges that: (i) should the U.S. Securities and Exchange Commission (the “Commission”) or its staff (the “Staff”), acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement; (ii) the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and (iii) the Company may not assert Staff comments and the declaration of effectiveness of the Registration Statement as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Thank you for your assistance in this matter. Should you have any further comments please do not hesitate to contact the undersigned or Michael A. Goldstein of Becker & Poliakoff, LLP, counsel to the Company.

Sincerely yours,

DLH HOLDINGS CORP.

By: /s/ Kathryn M. JohnBull

Kathryn M. JohnBull,

Chief Financial Officer

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dlhaccelerationrequestle

{N0120553  }
 DLH HOLDINGS CORP.
3565 Piedmont Road, NE
Building 3, Suite 700
Atlanta, Georgia 30305

August 16, 2016

Via EDGAR

United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attn:  Larry Spirgel, Assistant Director
          Gregory Dundas, Attorney-Advisor

Re: DLH Holdings Corp.
Registration Statement on Form S-3
Filed July 1, 2016, as amended
File No.: 333-212380

Dear Messrs. Spirgel and Dundas:

DLH Holdings Corp., a New Jersey corporation (the “Company”), hereby respectfully
requests, pursuant to Rule 461 of Regulation C under the Securities Act of 1933, as amended, that
the effective date for the Registration Statement referred to above be accelerated so that it will be
declared effective at 4:00 p.m., eastern time, on August 18, 2016, or as soon as practicable
thereafter.

In connection with the foregoing request, the Company is aware of its obligations under
the Securities Act as they relate to the Registration Statement referred to above and acknowledges
that: (i) should the U.S. Securities and Exchange Commission (the “Commission”) or its staff (the
“Staff”), acting pursuant to delegated authority, declare the Registration Statement effective, it
does not foreclose the Commission from taking any action with respect to the Registration
Statement; (ii) the action of the Commission or the Staff, acting pursuant to delegated authority,
in declaring the Registration Statement effective, does not relieve the Company from its full
responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and
(iii) the Company may not assert Staff comments and the declaration of effectiveness of the
Registration Statement as a defense in any proceeding initiated by the Commission or any person
under the federal securities laws of the United States.

 {N0120553  } 2
 Thank you for your assistance in this matter. Should you have any further comments please
do not hesitate to contact the undersigned or Michael A. Goldstein of Becker & Poliakoff, LLP,
counsel to the Company.

Sincerely yours,

       DLH HOLDINGS CORP.

 By: /s/ Kathryn M. JohnBull
 Kathryn M. JohnBull,
Chief Financial Officer

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secreplyletter002n011957

{N0119579  }
45 Broadway, 8th Floor
New York, NY 10006

Phone: (212) 599-3322
Fax: (212) 557-0295

 August 10, 2016

Filed via EDGAR

United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attn:  Larry Spirgel, Assistant Director
          Gregory Dundas, Attorney-Advisor

Re: DLH Holdings Corp.
Registration Statement on Form S-3
Filed July 1, 2016
File No.: 333-212380

Dear Messrs. Spirgel and Dundas:

We are counsel to DLH Holdings Corp. (“DLH” or the “Company”) and are in receipt of
your letter dated July 20, 2016 concerning comments to the above-referenced registration
statement filed by the Company. This letter sets forth the Company’s responses to the Staff”s
comments as set forth in such letter. In presenting this response, we have followed the enumerated
comments and section headings as set forth in your letter. For your convenience, we have repeated
each of the comments set forth in the Staff’s letter and followed each comment with the Company’s
response.

The Company’s responses are as follows:

General

Comment 1) We note that the standby purchase agreement with Wynnefield has not been
finalized.  Tell us whether it will be finalized prior to effectiveness.  If so, please file as an exhibit
to the registration statement.

Response

The Company has negotiated the principal terms of the standby purchase agreement with
Wynnefield Capital. The form of the standby purchase agreement is being filed as an exhibit to
the pre-effective amendment to the registration statement that the Company expects to file on or
before Thursday, August 11, 2016. The Company and Wynnefield Capital intend to execute the

Securities & Exchange Commission
August 10, 2016
 Page 2

{N0119579  }
standby purchase agreement at the time of effectiveness of the registration statement. The
Company will file a copy of the executed version of the standby purchase agreement as an exhibit
to a Current Report on Form 8-K at such time.

Risk Factors

If the rights offering is not fully subscribed, Wynnefield Capital Inc. (and its affiliates) may
increase its ownership percentage, page 16

Comment 2)   If the possibility exists that Wynnefield could become the controlling shareholder
of the Company as a result of the standby purchase agreement, please highlight the possibility in
this risk factor.

Response

The Company believes that in the event Wynnefield exercised all of the subscription rights
offered pursuant to the standby purchase agreement, its percentage ownership interest in the
Company would increase to approximately 46% of the outstanding shares of the Company’s
common stock, which is approximately the same percentage held by Wynnefield Capital prior to
the Company’s completion of its recent acquisition of Danya International, LLC. However, in
response to the Staff’s comment, the Company will revise the subject risk factor to include
additional disclosure regarding the potential increase in Wynnefield’s ownership of the Company
in a pre-effective amendment to the registration statement.

Use of Proceeds, page 27

Comment 3)   Disclose the interest rate and maturity of the subordinated notes being repaid with
proceeds from this offering.  See Instruction 4 to Item 504 of Regulation S-K.

Response

In response to the Staff’s comment, the Company will revise the Use of Proceeds to
disclose the interest rate and maturity of the subordinated notes being repaid with proceeds from
the rights offering in a pre-effective amendment to the registration statement.

*****

 The Company hereby acknowledges that (i) should the Commission or the Staff, acting
pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission
from taking any action with respect to the Registration Statement; (ii) the action of the Commission
or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve
the Company from its full responsibility for the adequacy and accuracy of the disclosure in the
Registration Statement; and (iii) the Company may not assert Staff comments and the declaration

Securities & Exchange Commission
August 10, 2016
 Page 3

{N0119579  }
of effectiveness as a defense in any proceeding initiated by the Commission or any person under
the federal securities laws of the United States.

 Thank you for your assistance in this matter. We appreciate the opportunity to reply to your
comments. Should you have any further comments please do not hesitate to contact the
undersigned.

Sincerely yours,

       Becker & Poliakoff, LLP

       By: /s/ Michael A. Goldstein
       Michael A. Goldstein

cc:  Kathryn M. JohnBull, DLH Holdings Corp.

Mail Stop 3720

July 20 , 2016

Kathryn M. JohnBull
DLH Holdings Corp .
3565 Piedmont Road, NE
Building 3, Suite 700
Atlanta, Georgia 30305

Re: DLH Holdings Corp.
Registration Statement on Form S -3
Filed July 1 , 2016
  File No.  333 -212380

Dear Ms. JohnBull :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In  some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our com ments apply 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 registration statement and the information you
provide in response to these  comments, w e may have  additional comments.

General

1. We note that the standby purchase agreement with Wynnefield has not been finalized.
Tell us whether it will be finalized prior to effectiveness.  If so, please file as an exhibit to
the registration statement.

Kathryn M. JohnBull
DLH Holdings Corp.
July 20, 2016
Page 2

 Risk Factors

If the rights offering is not fully subscribed, Wynnefield Capital Inc. (and its affiliates) may
increase its ownership percentage, page 16

2. If the possibility exists that Wynnefield could become the controlling shareholder of the
Company as a result of the standby purchase agreement, please highlight the possibility
in this risk factor.

Use of Proceeds, page 27

3. Disclose the interest rate and maturity of the subordinated notes being repaid with
proceeds from this offering.  See In struction 4 to Item 504 of Regulation S -K.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending regist ration statement please provide  a written statement from the company
acknowledging that:

 should the  Commission or the staff, acting pursuant 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 relieve 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 any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act o f 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

Kathryn M. JohnBull
DLH Holdings Corp.
July 20, 2016
Page 3

 You may contact Gregory Dundas, Attorney -Advisor, at (202) 551 -3436, or me at (202)
551-3810 with any questions.

Sincerely,

 /s/ Larry Spirgel

Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications

cc: Michael A. G oldstein
 Becker & Poliakoff, LLP

March 31, 2011

Facsimile 770-554-3603

Mr. John E. Kahn
Chief Financial Officer
TeamStaff, Inc.
1 Executive Drive, Suite 130 Somerset, NJ 08873
Re: TeamStaff, Inc.
Form 10-K for the fiscal year ended September 30, 2010
Filed February 14, 2011
  Form 10-Q for the quarter ended December 31, 2010
File No. 0-18492

Dear Mr. Kahn:

 We have limited our review to only your fina ncial statements and related disclosures and
do not intend to expand our review to other porti ons of your documents.  Please comply with the
following comments in future filings.  Confirm in  writing that you will do so and explain to us
how you intend to comply.
  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
 Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circum stances, please tell us w hy in your response.
 After reviewing the information you provide in response to these comments, we may
have additional comments.               Form 10-K for the Year Ended September 30, 2010

 Report of Independent Registered Public Accounting Firm, page F-2

1. In light of the disclosures in the filing, please tell us w hy your independent registered
public accounting firm did not include a going concern paragraph in their report.  It
appears that you have disclosed management’s plan for dealing with  the potential going
concern issue.

Mr. John E. Kahn
TeamStaff, Inc. March 31, 2011 Page 2

 Critical accounting policies, page 29

Goodwill and Intangible assets, page 30
2. Refer to your disclosure on this page 30 a nd on page F-12.  We note that you combined
your accounting policy on goodwill impairment with your accounting policy on impairment of indefinite intangible assets .  Please revise to disclose your policies on
impairment of each of these assets separately.
3. We note that goodwill represents approximately 34% of your total assets as of September
30, 2010.  Based on your disclosures it appears that you have one ope rating subsidiary
and one reporting unit and that all the goodwill is attributable to TeamStaff GS reporting
unit.  In light of the consistent net losses  and other negative disclosure in the filing,
explain to us in detail how your goodwill balance is not impaired or partially impaired as
of September 30, 2010 and why you did not perfor m an interim impairment test as of
December 31, 2010.
4. To help us understand your conclusions, please describe your goodwill impairment test to
us in detail, including at a minimum: 1) th e reporting units you identified and how they
were identified, 2) how you determined the fair value of your reporting units and why
you believe that methodology is appropriate, 3)  a description of key assumptions used
and how the key assumptions were determined, and 4) the percentage by which fair value
exceeded carrying value as of the most recent step one test.  Tell us the cash flows that
management used and how they were develope d as well as the disclosure in your filing
that supports management’s conclusions.  Refer to your basis in the accounting literature.
5. We note that for purposes of your valuation allowance, you have de termined that it is
more likely than not that no portion of the valuation allowance attributable to NOLs will be utilized during the carryforward period.  We  also note the expiration of your task order
with DVA disclosed on page 32.  Please expl ain any discrepancies in assumptions
between your accounting for income taxes a nd your assessment of impairment.
Notes to Consolidated Financial Statements

(4)  Discontinued Operations, page F-15
Tell us in detail, citing the accounting literature upon which you have relied, why you
believe that the sale of TeamStaff Rx qua lified as discontinued operation.  We note the
disclosure of your continuing involvement  here and on page F-21, including making
claims for the amounts of rent subsidies th at have not been paid by the purchaser,
Advantage RN.

Mr. John E. Kahn
TeamStaff, Inc. March 31, 2011 Page 3

(6)  Debt

 Current Facility (See Note 10—Government Assignment of Contracts), page F-19

6. We note the disclosure regardi ng the conditions of the note in  the last paragraph on page
F-19.  In your next filing, please provide the details of all the condi tions.  Please provide
us your proposed disclosure.

(10)  Commitments and Contingencies

Potential Contractual Billing Adjustments, page F-21
7. We note that you have billed the Federal gover nment in excess of contractual rates.
Please provide us with your rationale unde r the accounting literature for recognizing
revenue at unapproved rates.  Please refer to each of the conditions listed in the last
paragraph on page 29 and explain in detail how you have met them.

Workers’ Compensation Insurance, page F-22
8. Please tell us in detail how management determined the adequacy of workers’
compensation reserves as of September 30, 2009 and 2010.  Tell us how the loss data for
claims incurred during prior policy periods was utilized to determine the reserves for the
periods presented.  Please show us how your actual historical experience compares to
your estimated losses.  Please explain your stat ement that these reserves are for claims
that have not been sufficiently developed a nd such variables as timing of payments and
investment returns thereon are uncertain or  unknown, therefore actual results may vary
from current estimates.  Tell us all the assumptions that you have utilized that are
uncertain.  Please provide us with a sensitivity analysis.

Prepaid Workers’ Compensation, page F-22
9. We note that the amount of a projected ref und from Zurich reflected on your balance
sheet as a receivable and current policy deposit  has not yet been determined.  Please tell
us your authority under the accounting literatur e for booking assets that are not fixed and
determinable.

Form 10-Q for the Quarterly Period Ended December 31, 2010
10. Please address the comments issued regardi ng Form 10-K for the fiscal year ended
September 30, 2010, as appropriate.

Please file all correspondence over EDGAR.  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 company and its management  are in possession of a ll facts relating to a

Mr. John E. Kahn
TeamStaff, Inc. March 31, 2011 Page 4

company’s disclosure, they are responsible for th e accuracy and adequacy of  the disclosures they
have made.                In responding to our comments, please provide a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure 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 federa l securities laws of  the United States.
 You may contact Sharon Virga,  Senior Staff Accountant, at (202) 551-3385 or Ivette
Leon, Assistant Chief Accountant, at (202) 551- 3351 if you have questions regarding comments
on the financial statements and related matters.  Please contact me at (202) 551-3810 with any
other questions.
Sincerely,    Larry Spirgel Assistant Director

July 11, 2011
FACSIMILE (770) 554- 3603

Mr. John E. Kahn
Chief Financial Officer TeamStaff, Inc. 1 Executive Drive, Suite 130 Somerset, NJ 08873
Re: TeamStaff, Inc.
Form 10-K for the fiscal ye ar ended September 30, 2010
Filed February 14, 2011 File No. 0-18492

 Dear Mr. Kahn:
We have completed our review of your f ilings.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or the filings and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi lings to be certain that the filings include the
information the Securities Exchange Act of 1934 and all applicable rules require.
 Sincerely,

Larry Spirgel Assistant Director

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June 21,   2011

Filed via EDGAR and

Delivered via Facsimile (703) 813-6986

Ms.   Sharon Virga

Ms.   Ivette Leon

Senior   Staff Accountant

Assistant   Chief Accountant

Securities   and Exchange Commission

Securities   and Exchange Commission

Division   of Corporation Finance

Division   of Corporation Finance

100   F Street, N.E.

100   F Street, N.E.

Washington,   D.C. 20549

Washington,   D.C. 20549

Re:          TeamStaff, Inc.

Form 10-K for the fiscal year ended September 30, 2010

Filed February 14, 2011

Forms 10-Q for the quarters ended December 31, 2010 and March 31, 2011

File No. 0-18492

Confidential Treatment of Certain Portions of this Letter is

Requested by TeamStaff, Inc. pursuant to 17 C.F.R. 200.83

Dear Ms Virga and Ms. Leon:

We are counsel to TeamStaff, Inc. (“TeamStaff” or the “Company”) and are in receipt of your letter dated June 6, 2011 concerning comments to the above-referenced filings of the Company. This letter sets forth the Company’s responses to the Staff”s comments as set forth in such letter. In presenting this response, we have followed the enumerated comments and section headings as set forth in your letter. For your convenience, we have repeated each of the comments set forth in the Staff’s letter and followed each comment with the Company’s response. Please note that in the event you have any questions regarding the Company’s request for confidential treatment under Rule 83, please contact  the Company’s Chief Financial Officer, Mr. John E. Kahn or the Company’s counsel, Michael A. Goldstein, Esq.

The Company’s responses are as follows:

Form 10-K for the Year Ended September 30, 2010

General

Comment 1.          Please expand your disclosure in future filings to include the responses in your letter, as applicable.

Response

The Company will expand its disclosures in future filings to include the responses in its letter, as applicable.

Critical accounting policies

Goodwill and Intangible assets, page 30

Comment 2.          We note your response to comment five from our letter dated March 31, 2011.  To help us better understand your response please provide us with your calculations for (d) 1,2 and 3  Specifically tell us the terminal value that you calculated; the differences between cash flows and taxable income; and the difference between consolidated results and TeamStaff GS.

Rule 83 Confidential Treatment Request by

TeamStaff, Inc.  No.  TSI — 0001

Response

In response to this Comment, the Company has attached the requested information as Appendix A to this letter and pursuant to Rule 83, respectfully requests that this information be afforded confidential treatment in view of the competitive and market sensitive nature of this information.

Notes to Consolidated Financial Statements

(10)  Commitments and Contingencies

Potential Contractual Billing Adjustments, page F-21

Comment 3.          We note your response to comment seven from our letter dated March 31, 2011.  Please tell us in detail about the status of your current discussions and collection efforts with the DVA.  Please tell us how your correspondence with the DOL which is not the contracting entity and collection efforts which are still unknown to us provide you with the necessary assurance to recognize this revenue.

Response

The Company recognized revenues for certain amounts in excess of contractual rates pursuant to SAB Topic 13.A.1. The Company believes that the criteria required under SAB Topic 13.A.1 for revenue recognition were achieved in that, among other things, the amounts recognized were fixed and determinable and were based on wage determinations issued by the

2

U.S. Department of Labor (“DOL”) pursuant to its authority under the McNamara-O’Hara Service Contract Act of 1965, as amended (the “Service Contract Act” or “SCA”).  The Company believes that the wage determinations issued by the DOL are applicable to the Company’s service contracts as the SCA applies to every contract entered into by the United States or the District of Columbia, the principal purpose of which is to furnish services to the United States through the use of service employees.  [See 41 U.S.C. § 351 et seq.]  More specifically, the SCA requires contractors and subcontractors performing services on covered federal or District of Columbia contracts in excess of $2,500 to pay service employees in various classes no less than the monetary wage rates and to furnish fringe benefits found prevailing in the locality. The compensation requirements of the SCA are administered by the DOL’s Wage and Hour Division, which issues wage determinations. [See 29 C.F.R. Parts 4 and 6].  Based on the foregoing authorities and the Company’s evaluation of the other factors set out in SAB Topic 13.A.1, the Company determined that it was appropriate to recognize the revenues associated with the contractual billing adjustments that were calculated directly based upon additional wages required under the SCA to be paid, as conveyed to the Company by the DOL. Further, the Company notes that the revenue concerned was recognized in fiscal 2008, at which time the DVA made payment in full in respect of a number of their locations, based on the wage amounts calculated by the DOL. The Company has no indication of any items that would preclude final approval for release of payment of all wages and associated charges related to the services acknowledged as having been provided at the other locations. The Company continues to work collaboratively with the DVA to bring this item to resolution. In that regard, the Company’s understanding is that the DVA is in the process of finalizing the steps needed for satisfying the remaining outstanding balance, which it is anticipated will be received in fiscal 2011.

Form 10-Q for the Quarterly Period Ended March 31, 2010

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Payroll Taxes, page 27

Comment 4.          Please expand your disclosure here and in the notes to the financial statements for to ensure you quantify all interest and penalties being sought from you.  In particular, to the extent that it is at least reasonably possible that an exposure to loss exists in excess of the amounts accrued, please revise to disclose an estimate of the possible loss or range of loss or a statement that such an estimate cannot be made.  If you have determined that it is not possible to estimate the range of loss, please provide an explanation regarding why this is not possible.  Please refer to FASB ASC 450-20-50-3 and 450-20-50-4.

Response

To address your comment, the Company intends to expand its disclosure in Management’s Discussion and Analysis and the notes to the financial statements in its future filings, beginning with its Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, in a manner consistent with the Company’s response to this comment, including expanding its

3

disclosure to clarify that it has accrued for all estimated liabilities, including interest and penalties and, for the reasons stated below, is currently unable to provide an estimate of possible additional liabilities.  The Company’s proposed revised disclosure is as follows:

“As described in greater detail in the notes to the consolidated financial statements, TeamStaff had received notices from IRS claiming taxes, interest and penalties due related to payroll taxes predominantly from its former PEO operations which were sold in fiscal 2003. TeamStaff has also received notices from the IRS reporting overpayments of taxes. Management believes that these notices are predominantly the result of misapplication of payroll tax payments between its legal entities. To date, TeamStaff has been working with the IRS to resolve these discrepancies and has had certain interest and penalty claims abated. TeamStaff has also received notices from the Social Security Administration claiming variances in wage reporting compared to IRS transcripts. TeamStaff believes the notices from the Social Security Administration are directly related to the IRS notices received. TeamStaff believes that after the IRS applies all the funds correctly, any significant interest and penalties may be abated; however, there can be no assurance that each of these matters will be resolved favorably. In settling various years for specific subsidiaries with the IRS, the Company has received refunds for those specific periods; however, as the process of settling and concluding on other periods and subsidiaries is not yet completed and the potential exists for related penalties and interest, the remaining liability ($1.2 million at March 31, 2011(1)) has been recorded in accounts payable and includes estimated penalties and interest currently sought by the IRS totaling approximately $400,000.

The Company believes it has accrued for the entire estimated remaining liability, inclusive of interest and penalties through the date of the financial statements. The Company will incur additional interest and may incur possible additional penalties through the future date that this obligation is settled, however, it is not currently possible to estimate what, if any, additional amount(s) may be claimed in future, given the uncertain timing and nature of any future settlement negotiations. In fiscal 2009, the Company paid $1.1 million, related to this matter. No payments were made in fiscal 2010 and through the date of this report. Management believes that the ultimate resolution of these remaining payroll tax matters will not have a significant adverse effect on its financial position or future results of operations. The Company’s intention is that it will in due course seek to negotiate a mutually satisfactory payment plan with the IRS, but there is no assurance that it would be successful in doing so and the Company’s future cash flows and liquidity could therefore be materially affected by this matter.”

(1)  The parenthetical information reflects the Company’s accrual for this liability as of March 31, 2011. The Company will include a current accrual in its subsequently filed reports on Form 10-Q and 10-K.

4

General

Thank you for your assistance in this matter. We appreciate the opportunity to reply to your comments. Should you have any further comments please do not hesitate to contact the undersigned.

Sincerely   yours,

Becker &   Poliakoff, LLP

By:

/s/ Michael A. Goldstein

Michael   A. Goldstein

cc:

Z. Parker (TeamStaff)

J. Kahn (TeamStaff)

5

*** APPENDIX A — CONFIDENTIAL TREATMENT REQUESTED(2) ***

Rule 83 Confidential Treatment Request by

TeamStaff, Inc.  No.  TSI — 0001

[***]

(2)  The Company requests that the information shown as underlined text contained in Confidential Treatment Request No. TSI — 0001 be treated as confidential information and that the Commission promptly notify the Company’s designated contact person(s) before it permits any disclosure of such confidential information.

6

June 6, 2011

Facsimile 770-554-3603

Mr. John E. Kahn
Chief Financial Officer TeamStaff, Inc. 1 Executive Drive, Suite 130 Somerset, NJ 08873
Re: TeamStaff, Inc.
Form 10-K for the fiscal year ended September 30, 2010
Filed February 14, 2011
  Forms 10-Q for the quarter ended December 31, 2010 and March 31, 2011
File No. 0-18492

Dear Mr. Kahn:

 We have reviewed your response letter  dated April 19, 2011 and have the following
comments.  As noted in our letter dated March 31, 2011, we have limited our review to only your
financial statements and related disclosures a nd do not intend to expand our review to other
portions of your documents.  In some of our comments, 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
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
             Form 10-K for the Year Ended September 30, 2010

 General

1. Please expand your disclosure in future filings to include the responses  in your letter, as
applicable.

Mr. John E. Kahn
TeamStaff, Inc. June 6, 2011 Page 2

Critical accounting policies

Goodwill and Intangible assets, page 30
2. We note your response to comment five from our letter dated March 31, 2011.  To help
us better understand your res ponse please provide us with y our calculations for (d) 1, 2
and 3 Specifically  tell us the terminal valu e that you calculated; the differences between
cash flows and taxable income; and the diffe rence between consolidated results and
TeamStaff GS.
Notes to Consolidated Financial Statements

(10)  Commitments and Contingencies

Potential Contractual Billing Adjustments, page F-21
3. We note your response to comment seven from  our letter dated March 31, 2011.  Please
tell us in detail about the status of your cu rrent discussions and collections efforts with
the DVA.  Please tell us how your correspondenc e with DOL which is not the contracting
entity and collection efforts which are still unknown to us provide you with the necessary
assurance to recogni ze this revenue.

Form 10-Q for the Quarterly Period Ended March 31, 2011

Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations
 Payroll Taxes, page 27

4. Please expand your disclosure here and in the notes to the financial statements for to
ensure you quantify all interest and penalties being sought from you.  In particular, to the
extent that it is at least re asonably possible that an exposur e to loss exists in excess of
amounts accrued, please revise to disclose an es timate of the possible lo ss or range of loss
or a statement that such an estimate cannot be  made. If you have dete rmined that it is not
possible to estimate the range of loss, please pr ovide an explanation re garding why this is
not possible.  Please refer to FA SB ASC 450-20-50-3 and 450-20-50-4.

Please file all correspondence over EDGAR.  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 company and its management  are in possession of a ll facts relating to a
company’s disclosure, they are responsible for th e accuracy and adequacy of  the disclosures they
have made.

Mr. John E. Kahn
TeamStaff, Inc. June 6, 2011 Page 3

You may contact Sharon Virga,  Senior Staff Accountant, at (202) 551-3385 or Ivette
Leon, Assistant Chief Accountant, at (202) 551- 3351 if you have questions regarding comments
on the financial statements and related matters.  Please contact me at (202) 551-3810 with any
other questions.
Sincerely,    Larry Spirgel Assistant Director

CORRESP
1
filename1.htm

Correspondence

    April 19, 2011

Filed via EDGAR and

Delivered via Facsimile (703) 813-6986

    Ms. Sharon Virga

    Ms. Ivette Leon

    Senior Staff Accountant

    Assistant Chief Accountant

    Securities and Exchange Commission

    Securities and Exchange Commission

    Division of Corporation Finance

    Division of Corporation Finance

    100 F Street, N.E.

    100 F Street, N.E.

    Washington, D.C. 20549

    Washington, D.C. 20549

    Re:

    TeamStaff, Inc.

Form 10-K for the fiscal year ended September 30, 2010

Filed February 14, 2011

Form 10-Q for the quarter ended December 31, 2010

File No. 0-18492

Dear Ms Virga and Ms. Leon:

We are counsel to TeamStaff, Inc. (“TeamStaff” or the “Company”) and are in
receipt of your letter dated March 31, 2011 concerning comments to the above-referenced filings of
the Company. This letter sets forth the Company’s responses to the Staff”s comments as set forth in
such letter. In presenting this response, we have followed the enumerated comments and section
headings as set forth in your letter. For your convenience, we have repeated each of the comments
set forth in the Staff’s letter and followed each comment with the Company’s response.

The Company’s responses are as follows:

Form 10-K for the Year Ended September 30, 2010

Report of Independent Registered Public Accounting Firm, page F-2

Comment 1. In light of the disclosures in the filing, please tell us why your independent
registered public accounting firm did not include a going concern paragraph in their report. It
appears that you have disclosed management’s plan for dealing with the potential going concern
issue.

Securities & Exchange Commission

April 19, 2011

Page 2

Response

    1.

    As part of their audit of the Company’s consolidated financial statements, the Company’s
independent registered public accounting firm performed, pursuant to AU Section 341, certain
procedures in order to determine whether they should add an explanatory paragraph in their
report, raising substantial doubt about the Company’s ability to continue as a going concern.
After a discussion between the Company and its auditors regarding your comment, we advise you
that they concurred with management’s decision that a liquidity disclosure in the financial
statements was more appropriate than a substantial doubt disclosure in their report and
related notes to the financial statements for the following reasons:

    a.

    The Company advised its auditors during their audit that it obtained an
increase to the Company’s line of credit with Presidential Financial Corporation to
increase the maximum available line under this facility from $2.5 million to $3 million
in 2011, subject to eligible accounts receivable. With respect to this line of credit,
it should be noted that the Company expects that its normal operating accounts
receivable generated in the ordinary course of business will be eligible under the line
of credit, since such receivables are typically due from U.S. government agencies.
Further, with respect to this line of credit, we obtained a commitment from the lender
that such line of credit would not be terminated without cause prior to February 29,
2012.

    b.

    The Company advised its auditors of commitments from its largest shareholder
and certain officers and directors, whereby these parties agreed to invest (or lend) up
to $500,000 to the Company. This commitment remains available through February 29,
2012. If the funding is advanced in the form of a debt arrangement, the repayment date
would not occur before February 29, 2012. The Company and its auditors further received
representations from the parties that they understood that this funding and the related
length of the commitment were significant factors in the auditor’s conclusion that a
liquidity paragraph in the notes to the financial statements was more appropriate than
a substantial doubt paragraph in their report.

    c.

    The Company provided its auditors with forecasted results and cash flows from
operations, which supported the Company’s ability to continue as a going concern
through September 30, 2011 in accordance with professional standards. With respect to
these forecasted operating results and cash flows, the auditors reviewed: (a) the
assumptions used in these projections, which included the performance of certain
contemporaneous procedures on revenue levels and results for the quarterly period
ended December 31, 2010, (b) effects of implemented cost reduction initiatives, (c)
relationship with the Company’s lender, (d) the aforementioned commitments of additional
funding and (d) the status of major customer arrangements.

Securities & Exchange Commission

April 19, 2011

Page 3

Critical accounting policies, page 29

Goodwill and Intangible assets, page 30

Comment 2. Refer to your disclosure on this page 30 and on page F-12. We note that you combined
your accounting policy on goodwill impairment with your accounting policy on impairment of
indefinite intangible assets. Please revise to disclose your policies on impairment of each of
these assets separately.

Response

With the Staff’s concurrence, the Company will separately disclose its accounting policy on
impairment of goodwill from its accounting policy on impairment of indefinite intangible assets in
future filings, commencing with our Quarterly Report on Form 10-Q for the period ended March 31,
2011.

Comment 3. We note that goodwill represents approximately 34% of your total assets as of September
30, 2010. Based on your disclosures it appears that you have one operating subsidiary and one
reporting unit and that all the goodwill is attributable to TeamStaff GS reporting unit. In light
of the consistent net losses and other negative disclosures in the filing, explain to us in detail
how your goodwill balance is not impaired or partially impaired as of September 30, 2010 and why
you did not perform an impairment test as of December 31, 2010.

Response

In connection with its goodwill and intangible asset impairment analysis as of September 30,
2010, the Company obtained a valuation report from an independent, accredited third party appraisal
firm which indicated that the goodwill balance was not impaired. Further details are provided in
the response at paragraph 4 of this response, below. An interim impairment test was considered, but
not performed, as of December 31, 2010 as nothing had come to the Company’s attention to indicate
that the assumptions underlying the goodwill impairment analysis as of September 30, 2010 no longer
remained appropriate or that additional negative indicators arose in the intervening period. The
Company had also updated the forecast used in the September 30, 2010 valuation report with the most
recent operating data available through December 31, 2010
in an effort to utilize enhanced, current data. In an effort to provide near-term risk
disclosures to readers of the financial statements, the Company also disclosed (in Note 2 —
Liquidity): “A decrease in revenue or other adverse change in the assumptions underlying the
valuation of the Company’s goodwill and intangible assets may also result in an impairment loss in
the value of the Company’s goodwill and/or intangible assets in future periods.” Through the filing
dates of the Company’s Annual Report on Form 10-K and its Quarterly Report on Form 10-Q for the
quarter ended December 31, 2010, no such matters were evident.

Securities & Exchange Commission

April 19, 2011

Page 4

Comment 4. To help us understand your conclusions, please describe your goodwill impairment test to
us in detail, including at a minimum: 1) the reporting units you identified and how they were
identified, 2) how you determined the fair value of your reporting units and why you believe that
methodology is appropriate, 3) a description of key assumptions used and how the key assumptions
were determined, and 4) the percentage by which fair value exceeded carrying value as of the most
recent step one test. Tell us the cash flows that management used and how they were developed as
well as the disclosure in your filing that supports management’s conclusions. Refer to your basis
in the accounting literature.

Response

As noted in paragraph 3 above, the Company retained an independent, accredited third party
appraisal firm to value the Company’s goodwill and intangible assets as of September 30, 2010. In
regard to the specific questions that the Staff raises in this comment, the Company’s responses are
as follows:

    (1)

    The reporting unit in regard to goodwill was determined to be the
Company’s primary operating subsidiary, TeamStaff Government Solutions, Inc.
(“TeamStaff GS”). All of the goodwill being tested arose from the acquisition of
this legal entity, which constitutes a reporting unit for which discrete, separate
financial information is maintained and regularly reviewed by management. The
Company’s other continuing reporting unit for which separate financial information
is maintained and regularly reviewed by management is its Corporate Administration
unit. As noted in paragraph 5a below, a third reporting unit, TeamStaff Rx, was
considered a discontinued operation in the prior fiscal year culminating in the
sale of substantially all of its assets in January 2010.

    (2)

    The fair value of the reporting units was determined with assistance
from an independent third party appraisal firm. As disclosed in the financial
statements,
the estimate of fair value was based on the income approach, which estimated the
fair value of the TeamStaff GS unit based on the projected future discounted cash
flows. The discounted cash flow approach was considered appropriate because it:
requires a direct mapping of expected earnings to the asset being valued; bases
underlying enterprise value on an asset’s forecasted cash flow; and incorporates the
non-linear, time value of money.

Securities & Exchange Commission

April 19, 2011

Page 5

    (3)

    Key assumptions in the valuation study were the estimates of
probability weighted future cash flows, the estimated terminal value of the
reporting unit and a discount factor applied to the estimated future cash flows and
terminal value assuming a hypothetical sale of TeamStaff GS in 2016. Estimates of
future probability weighted cash flows (which included revenue from existing
arrangements) were developed by management having regard to current expectations
and potential future opportunities. Forecasted gross profit and operating expenses
were consistent with the Company’s historical and projected experience. A terminal
value for the reporting unit was estimated based upon data of public companies that
management believes to be similar with respect to the Company’s economics, services
and markets. The discount factor used (12.11%) was a cost of capital estimate
obtained from a leading third party data provider that was deemed appropriate by
the independent appraisal firm.

    (4)

    The fair value of the TeamStaff GS reporting unit as of September 30,
2010 exceeded the carrying value of goodwill by more than 42%.

As noted above, the estimates of future cash flows were developed by management having regard to
current expectations and potential future opportunities and were probability weighted in regard to
likelihood of occurrence. As required by ASC 350 35-31, Intangible Assets Other Than Goodwill, the
intangible assets other than goodwill (i.e. tradenames) being tested at the same time as goodwill
were tested for impairment prior to testing goodwill. On a consolidated basis, with the inclusion
of the Corporate Administration reporting unit in addition to the TeamStaff GS reporting unit, it
was determined that a write down of $1.3 million in other intangible assets was appropriate, as the
fair value of the intangible assets on a consolidated basis was less than their combined carrying
value by that amount. This conclusion was disclosed in Note 2 — Long Lived Assets and was further
discussed on pages 19 and 30 of the Company’s filing. Note 2 — Long Lived Assets stated in part:
“At September 30, 2010, we performed a goodwill and intangible asset impairment analysis. For the
purposes of this analysis, our estimates of fair value are based on the income approach, which
estimates the fair value of the TeamStaff GS unit based on the future discounted cash flows. Based
on the results of the work
performed, the Company has concluded that an impairment loss of $1.3 million is warranted at
September 30, 2010. ...The resulting estimated fair value of tradenames was less than the carrying
value at September 30, 2010 by approximately $1.3 million, resulting in an impairment charge of
that amount being taken against the tradenames.” The separate disclosure proposed in response to
Staff Comment 2 above in respect of the accounting policies for intangible asset and goodwill
impairment will provide additional clarity in regard to the conclusions reached.

Comment 5. We note that for purposes of your valuation allowance, you have determined that it is
more likely than not that no portion of the valuation allowance attributable to NOLs will be
utilized during the carryforward period. We also note the expiration of your task order with DVA
disclosed on page 32. Please explain any discrepancies in assumptions between your accounting for
income taxes and your assessment of impairment.

Securities & Exchange Commission

April 19, 2011

Page 6

Response

With respect to the Staff’s request to explain any discrepancies in assumptions between the
accounting for income taxes (specifically as it relates to the adjustment of a valuation allowance
for deferred income tax assets) and the assessment of impairment for goodwill and identified
intangibles, the Company advises Staff of the following:

    (a)

    The Company performed an evaluation, pursuant to ASC 740, to assess whether it
was appropriate to reverse either a portion or all of a 100% valuation allowance of
deferred income tax assets. The result of that evaluation was that projected taxable
income for the next five years was not sufficient to utilize any significant net
operating loss carry-forwards or future deductible amounts. Therefore, the 100%
deferred tax valuation allowance was not reduced.

    (b)

    In accordance with ASC 350, the Company performed a fair value assessment of
the indefinite lived intangible asset (tradenames). This fair value assessment
indicated that the tradenames asset was impaired by approximately $1.341 million. This
impairment charge was recorded in the September 30, 2010 consolidated financial
statements.

    (c)

    In accordance with ASC 350, the Company performed a “Step 1” impairment test
related to its recorded goodwill. The results of this test indicated that the fair
value
exceeded its carrying value and no “Step 2” test of impairment of the Company’s goodwill
was required.

    (d)

    With respect to the Staff’s specific question regarding discrepancies between
the evaluation of the deferred income tax valuation allowance and the Step 1 impairment
test for goodwill, please note the following:

    1.

    The assessment of the valuation allowance did
not contemplate the sale of the reporting unit (i.e. terminal value).

    2.

    The assessment of the valuation allowance
considered the Company’s ability to generate future consolidated
taxable income, while the Step 1 goodwill impairment test evaluated
future operating cash flows.

    3.

    The Step 1 impairment test operating cash flows
considered only those cash flows of TeamStaff GS, while the deferred
income tax valuation assessment considered the consolidated results of
operations for Federal and states’ income tax purposes for the Company
and its subsidiaries as a whole.

Securities & Exchange Commission

April 19, 2011

Page 7

Notes to Consolidated Financial Statements

(4)

CORRESP
1
filename1.htm

Correspondence

April 13, 2011

Filed via EDGAR

Ms. Sharon Virga

Senior Staff Accountant

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

              Re:

    TeamStaff, Inc.

Form 10-K for the fiscal year ended September 30, 2010

Filed February 14, 2011

Form 10-Q for the quarter ended December 31, 2010

File No. 0-18492

Dear Ms Virga:

On behalf of TeamStaff, Inc., a New Jersey corporation (the “Registrant”), reference is made
to the letter dated March 31, 2011, from the staff (the “Staff”) of the Securities and Exchange
Commission relating to the Registrant’s Annual Report on Form 10-K for the fiscal year ended
September 30, 2010 and the Registrant’s Quarterly Report on Form 10-Q for the quarter ended
December 31, 2011. Please be advised that the Registrant intends to submit its response to the
Staff’s comment letter on or before April 22, 2011.

Thank you for your consideration. If you have any questions or concerns regarding the
foregoing, please do not hesitate to contact the undersigned.

    Sincerely yours,

    Becker & Poliakoff, LLP

    /s/ Michael A. Goldstein

    By: Michael A. Goldstein

    cc:

    J. Kahn (TeamStaff)

LEGAL AND BUSINESS STRATEGISTS

MEMBERS OF CONSULEGIS AN INTERNATIONAL ASSOCIATION OF LAW FIRMS, AND NETWORK OF LEADING LAW FIRMS

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720
       September 20, 2006

Via U.S. Mail
Mr. Rick J. Filippelli
Vice President, Finance, Chief Financial Officer
300 Atrium Drive
Somerset NJ 08873

 RE:  TeamStaff, Inc
Form 10-K for Fiscal Year Ended September 30, 2005
  Filed December 21, 2005

  Forms 10-Q for Fiscal Quarters Ended December 31, 2005 and March 31, 2006
  File No. 0-18492

Dear Mr. Filippelli:

We have completed our review of your Form 10-K and related filings and do not, at this
time, have any further comments.

       S i n c e r e l y ,

       L a r r y  S p i r g e l
       A s s i s t a n t  D i r e c t o r

CORRESP
1
filename1.htm

                                                              September 20, 2006

Mr. Larry Spirgel
Assistant Director
Division of Corporate Finance
Securities and Exchange Commission
Washington, D.C.  20549

                                       Re:   TeamStaff, Inc.
                                             Form 10-K for the Fiscal Year ended
                                             September 30, 2005

                                             Form 10-Q for the Fiscal
                                             Quarters ended December 31,
                                             2005, March 31, 2006 And
                                             June 30, 2006

                                             File No.  0-18492

Dear Mr. Spirgel:

We are responding to your letter dated August 24, 2006 concerning your review of
our supplemental response letter of August 8, 2006 on the above filings. Please
be advised that we have been granted a ten (10) business day extension by Nicole
Holden, Staff Accountant, to respond to your letter. We offer the following in
response:

     1.   We agree that, in accordance with SFAS 141 paragraphs 37 and 39, the
          trademark of RS Staffing is an identifiable intangible asset not
          subject to amortization apart from goodwill. Although we believe the
          trade name has value in the government staffing segment, its value is
          approximately $370,000 based upon the historical spending on
          advertising and promotion limits. Due to the insignificance of the
          amount (.74% of total assets at September 30, 2005) we don't believe
          revising prior filings is material, and accordingly we will separate
          the trade name from goodwill in future filings in accordance with
          paragraphs 42 and 43 of SFAS 142 and will reclassify the items on the
          comparative balance sheet for the fiscal year ended September 30, 2005
          (the year in which the acquisition was made). Because of the
          profitability of RS Staffing and the continued indefinite life of the
          trade name, management determined that an impairment in value did not
          exist at September 30, 2005. Additionally, impairment testing of both
          the trade name and goodwill will be performed by an outside valuation
          firm for the fiscal year ended September 30, 2006.

     2.   We agree with your comment and will enhance our discussion in the MD&A
          of the factors used by management in determining the realizability of
          the deferred tax asset in future filings.

In connection with our responses to the comments made by the staff of the
Commission we acknowledge that:

          1.   we are responsible for the adequacy and accuracy of the
               disclosure in the filings;

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

          3.   we may not assert staff comments as a defense in any proceedings
               initiated by the Commission or any person under the federal
               security laws of the United States.

We believe that we have been responsive to your comments and questions. Please
contact me at 732-748-3202 with additional comments or questions.

                                 Very truly yours,

                                 TEAMSTAFF, INC.

                                 --------------------------
                                 Rick J. Filippelli

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720
       August 24, 2006

Via U.S. Mail
Mr. Rick J. Filippelli
Vice President, Finance, Chief Financial Officer
300 Atrium Drive
Somerset NJ 08873

 RE:  TeamStaff, Inc
Form 10-K for Fiscal Year Ended September 30, 2005
  Filed December 21, 2005

Forms 10-Q for Fiscal Quarters Ended December 31, 2005, March 31,
2006, and June 30, 2006
File No. 0-18492

Dear Mr. Filippelli:

We have reviewed your supplemental response letter dated August 8, 2006 as
well as your filing and have the following comments.  As noted in our comment letter
dated July 11, 2006, we have limited our review to your financial statements and related disclosures and do not intend to expand our review to other portions of your documents.

1. We note your response to prior comment 6 with respect to your RS Staffing acquisition.  We note that you decided not to break out the trade name separately and included it instead in the calculation of goodwill, since the trade name is not amortizable.  Your accounting does not appear to comply with paragraphs 37 and 39 of SFAS 141.  Please note that the accounting for and impairment testing for an intangible asset not subject to amortization, such as your trade name, is different from the accounting for goodwill.  Refer to paragraphs 16-17 of SFAS 142.  Please revise.

2. Refer to your response to our prior comment number 7.  In future filings, enhance your MD&A discussion of the realizability of deferred tax assets by including a description of the factors used to reach such a conclusion similar to that provided in your response.

*    *    *    *

Please respond to these comments within 10 business days or tell us when you
will provide us with a response.  You may contact Nicole Holden Staff Accountant, at

Mr. Rick J. Filippelli
Teamstaff, Inc
August 24, 2006 Page 2
(202) 551-3374 or Kyle Moffatt, Accountant Branch Chief, at (202) 551-3836 if you
have questions regarding comments on the financial statements and related matters.  Please contact me at (202) 551-3810 if you have any other questions.

        S i n c e r e l y ,

        L a r r y  S p i r g e l
        A s s i s t a n t  D i r e c t o r

cc: James Huston, counsel
Cheryl Presuto, Controller

CORRESP
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                                               August 8, 2006

PRIVATE AND CONFIDENTIAL

Mr. Larry Spirgel
Assistant Director
Division of Corporate Finance
Securities and Exchange Commission
Washington, DC  20549

                   Re:  Teamstaff, Inc.
                        Form 10-K for Fiscal Year Ended September 30, 2005
                        Form 10-Q for Fiscal Quarter Ended December 31, 2005
                        and March 31, 2006
                        File No. 0-18492

Dear Mr. Spirgel:

We are responding to your letter dated July 11, 2006 concerning SEC review and
comments on the above-referenced filings. Please be advised that on July 25,
2006, we were granted a ten (10) business day extension by Nicole Holden, Staff
Accountant, to respond to your letter. Teamstaff makes every attempt to comply
with applicable accounting and disclosure requirements and we welcome the
opportunity to respond.

Item 9A. Controls and Procedures, page 30

     1.   We confirm that our disclosure controls and procedures are effective
          to ensure that the information required to be disclosed in the reports
          that the Company files under the Exchange Act is recorded, processed,
          summarized and reported within the time periods specified in the
          Commission's rules and forms and that our controls and procedures are
          also effective to ensure that the information required to be disclosed
          in the reports that the Company files and/or submits under the
          Exchange Act is accumulated and communicated to the Company's
          management, including the Company's chief executive officer and chief
          financial officer, to allow timely decisions regarding required
          disclosures. We will amend wording for future filings accordingly.

     2.   We confirm that there were no changes in the Company's internal
          controls that materially affected, or were reasonably likely to
          materially affect, the Company's internal control over financial
          reporting for its Form 10-K for the fiscal year ended September 30,
          2005. We will amend wording for future filings accordingly.

Financial Statements

Consolidated Statements of Operations and Comprehensive Operations, page F-5

     3.   Direct expenses are considered expenses directly related to the
          revenue generated by the Company. Included in this amount are costs
          such as wages and payroll taxes for staffed professionals; and
          housing, travel, and other benefit-related expenses for staffed
          professionals.

          Operating expenses are those that relate to the operations of the
          Company and are not directly related to any revenue streams. Operating
          expenses consists of wages and payroll taxes and benefit expenses for
          our regular office employees; occupancy (office-related) costs;
          professional fees and selling related expenses. We believe all our
          operating costs are "selling, general and administrative" by nature of
          the expense. At September 30, 2005, operating expenses were comprised
          of the following categories: Employee Costs, Occupancy Costs, General
          and Administrative Expense and New Business Expense. The Company is
          willing to change the caption "operating expenses" to "Selling,
          General and Administrative expenses" in its statement of operations in
          future filings. As a supplement to this letter, we are attaching a
          detailed list of the items included in both "direct expenses" and
          "operating expenses."

Consolidated Statements of Cash Flows, Page F-7

     4.

          a.   We understand and agree with your comment and will correct
               presentation for future filings. We however, do not believe the
               current overall presentation of the cash flows is misleading as
               the information for net loss and the activity from discontinued
               operations that would be added back to arrive at the net loss
               from continuing operations is adequately disclosed and presented
               in the Company's statement of operations.

          b.   The amount of $1.336 million for discontinued operations
               presented in the operating section represents the change in the
               liabilities from discontinued operations balance from 2004 to
               2005 of $541K and net loss from discontinued operations of $795K.
               The liabilities from discontinued operations represent future
               rent commitments (offset by sublease rental income) on certain
               non-cancelable office leases. These liabilities were recorded in
               accordance with FAS 146: Accounting for Costs Associated with
               Exit or Disposal Activities, upon the fiscal year 2004 sale of
               our former PEO subsidiaries. The entities that were comprised in
               this sale are: DSI Staff ConnXions Northeast, Inc., DSI Staff
               ConnXions Southwest, Inc., TeamStaff Solutions, Inc., TeamStaff
               I, Inc., TeamStaff II, Inc., TeamStaff III, Inc., TeamStaff IV,
               Inc., TeamStaff V, Inc., TeamStaff VI, Inc., TeamStaff VIII,
               Inc., TeamStaff IX, Inc., and HR2, Inc. The loss recognized from
               discontinued operations primarily relates to ongoing legal fees
               associated with litigation involving another discontinued
               subsidiary, Brightlane.com, Inc.; and prepaid workers'
               compensation adjustments to reflect settled claims on former
               workers' compensation programs that were required for our
               discontinued PEO subsidiaries. The workers' compensation expense
               was the result of an adverse claim development that required an
               increase from our originally estimated amount. The nature of
               these additional expenses has been explained in Note 10:
               Commitments and Contingencies, contained in the Notes to
               Consolidated Financial Statements. We believe both these items
               are operating activities and are appropriately presented in the
               operating section of the statement of cash flows. We agree
               however, to

               modify for future filings the caption for the line item to
               appropriately reflect the nature of cash flows, as operating
               activities related to discontinued operations.

          c.   We understand and agree with the comment and will change for
               future filings. We deem the overall impact of moving the item
               from financing to operating (as a non-cash item) to be immaterial
               to the FY 2005 consolidated statement of cash flows.

          d.   The restricted cash represents collateral required for our
               current workers' compensation programs, which is a significant
               operational expense necessary for staffing our professionals in
               order to generate revenue. We have considered the fact that the
               restricted cash is invested in an interest-earning certificate of
               deposit. However, it is not considered a voluntary investment for
               the Company; it is mandated and solely attached to our operating
               assets (prepaid workers' compensation). We submit that the
               current classification is appropriate for these reasons.

(2) Summary of Significant Accounting Policies

Goodwill, page F-12

     5.   Goodwill at September 30, 2005 is completely related to one reporting
          segment, "staffing services". We will add a sentence for future
          filings that will incorporate the fact that the total goodwill is
          solely allocated to the "staffing services" segment.

(3) Business Combinations, page F-15

     6.   The Company followed the guidelines set forth in SFAS No. 141 when it
          allocated the excess of the cost of acquisition over the fair value of
          the two acquisitions made in fiscal year 2005 to goodwill. Goodwill
          recorded on acquisition of Nursing Innovations and RS Staffing was
          $1.7 million and $6.7 million, respectively.

          For Nursing Innovations, Inc., the intangible assets acquired were its
          trade name, customer lists, customer contracts, non-contractual
          customer relationships and an assembled workforce. A non-compete
          agreement was also entered into with the former owners. The Company
          considered the value of each of the items and came to the following
          conclusions:

               Trade Name - Nursing Innovations is one of many companies in the
               travel nurse industry. This industry is highly fragmented with
               many different entities engaged in it. With the exception of the
               local market in Memphis, Tenn., we believe the trade name has
               immaterial value and did not separate its value from goodwill.

               Customer Contracts, Related and Non-Related Customer
               Relationships and Customer Lists - The typical customer contract
               is a 13-week assignment with significant turnover in the customer
               base. Approximately 50% of the contracts do not renew after the
               13-week assignment ends. Due to the relatively short duration of
               the contracts, the non-renewal factor and the limited usage of
               customer lists, the Company did not believe a material value
               could be ascribed to the customer contracts, customer
               relationships and customer lists.

               Non-Compete Agreement - The agreement contains contingent
               financial incentives such as earn-outs, stock options and
               employment agreements provided to the former owner.

               The Company deemed any allocation of the purchase price to the
               non-compete agreement to be immaterial.

               Assembled Workforce - Travel nurses are highly trained and have
               been in short supply for several years. As a result, many open
               positions within hospitals and the travel nurse industry are
               difficult to fill. The existing contracted workforce in a medical
               staffing company has value. Without the inherited workforce of
               travelers, it would be impractical to fill open orders.
               Therefore, value should be ascribed to the workforce at the time
               of purchase. Because the value of the workforce is combined with
               goodwill for reporting purposes, the Company did not allocate
               purchase price to the workforce.

          For RS Staffing, as in Nursing Innovations, the intangible assets
          acquired were its trade name, customer lists, customer contracts,
          non-contractual customer relationships and an assembled workforce. The
          Company considered the value of each of the items and came to the
          following conclusions:

               Trade Name-Government staffing is a niche market place within the
               staffing industry. RS Staffing's name and reputation does have
               value in the market place and was considered in the purchase
               price allocation. Since the trade name is not amortizable, the
               Company decided not to break out the trade name separately and
               included it instead in the calculation of goodwill.

               Customer Contracts, Related and Non-related Customer
               Relationships and Customer Lists - Government contracts are
               usually renewable annually. The government maintains the right to
               cancel an agreement at any time with or without cause. The
               government awards staffing contracts only after a rigorous
               bidding process is followed. Due to the annual renewals and the
               government's process in awarding contracts, the Company believes
               an allocation of purchase price to these intangible assets would
               be immaterial.

               Non-Compete Agreement - Due to the financial incentives
               (earn-out, company stock and employment agreement) provided to
               the former owners of RS Staffing, the Company deemed any
               allocation of purchase price to the non-compete agreement to be
               immaterial.

               Assembled Workforce - As with Nursing Innovations, RS Staffing
               relies very heavily on maintaining the inherited contracted
               employees when an assignment begins. Without these employees, it
               would be extremely difficult for RS Staffing to fulfill its
               contractual staffing obligations. In addition, the knowledge the
               former owners of RS Staffing have is valuable in navigating the
               government bidding process. As a result, they were both given
               employment agreements post-acquisition. Because the value of the
               workforce is combined with goodwill for reporting purposes, the
               Company did not allocate purchase price to an assembled
               workforce.

          It is important to note that the Company assesses whether goodwill is
          impaired in accordance with paragraphs 26-28 of SFAS No. 142,
          "Goodwill and Other Intangible Assets". As of September 30, 2005,
          December 31, 2005 and March 31, 2006, the Company determined that an
          impairment of the goodwill did not exist.

          The Company has engaged a valuation firm to review the purchase price
          allocation for both Nursing Innovations and RS Staffing. The Company
          will share the results with the SEC if requested.

(5) Income Taxes, page F-17

     7.   In making the assessment that it would be more likely than not that
          the Company would realize its deferred tax assets, it prepared a five
          (5)-year projection that considered the following:

               o    Acquisition of stronger profitable subsidiaries. During the
                    2005 fiscal year, the Company acquired Nursing Innovations
                    (November 2004) and RS Staffing (June 2005). Combined, these
                    companies had a net profit of approximately $1.1 million for
                    2005 and $2.1 million for the first nine months of fiscal
                    2006. These acquisitions are intended to bring more exposure
                    in the temporary placement industry and particularly the
                    government sector, and therefore, increasing profitability.

               o    A conservative growth rate in revenues that was less than
                    the growth rate in the industry predicted by the Staffing
                    Industry Analysts, Inc. at its 2005 conference.

               o    The potential sale of DSI Payroll Services (DSI). In
                    September 2005, the Company formally engaged investment
                    advisory consultants to assist the Company in strategic
                    alternatives for the sale of DSI. The expected sale of DSI
                    indicated an ability to use approximately seven (7) million
                    dollars of the NOL. The sale of DSI was consummated in June
                    2006 at a gain that was somewhat above the estimated price
                    used in the projection.

          Based upon this forecast, the Company concluded that substantially all
          of the temporary differences would reverse within the

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720
       June 30, 2006

Via U.S. Mail
Mr. T. Kent Smith
Chief Executive Officer
Alltel Corporation
One Allied Drive
Little Rock, AR 72202

 RE:  TeamStaff, Inc
Form 10-K for Fiscal Year Ended September 30, 2005
  Filed December 21, 2005

  Forms 10-Q for Fiscal Quarters Ended December 31, 2005 and March 31, 2006
  File No. 0-18492

Dear Mr. Smith:

We have reviewed your filing and have the following comments.  We have limited our
review to only your financial statements and related disclosures and do not intend to expand our
review to other portions of your documents.  Where indicated, we think you should revise your documents in response to these comments.  If you disagree, we will consider your explanation as to why our comment 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 supplemental information so we may better understand your disclosure.  After reviewing this information, we may or may not 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 overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. T. Kent Smith
Teamstaff, Inc
June 30, 2006 Page 2
Item 9A.  Controls and Procedures, page 30

1. We note that your chief executive officer and your chief financial officer concluded that your disclosure controls and procedures were “effective to ensure that all material information required to be filed in this Annual Report on Form 10-K has been made known to them”.  Please supplementally confirm that your disclosure controls and procedures are effective to ensure that information required to be disclosed in the reports that you file under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms and are also effective to ensure that information required to be disclosed in the reports that you file or submit under the Exchange Act is accumulated and communicated to your management, including your principal executive and principal financial officers, to allow timely decisions regarding required disclosure.  See Rule 13a-15(e) of the Exchange Act.  Alternatively, you may simply state that your disclosure controls and procedures are effective.  Please also
revise your future filings  accordingly.

2. We note your disclosure in this section that there have been no “significant changes” in your internal controls that could significantly affect those controls since the most recent evaluation of such controls.  Item 308(c) of Regulation S-K requires you to disclose any change in your internal control over financial reporting identified in connection with your evaluation that occurred during your last fiscal quarter (your fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, your internal control over financial reporting.  Please confirm supplementally that there were
no changes  in your internal controls that materially affected, or were
reasonably likely to materially affect, your internal control over financial reporting for your Form 10-K for the fiscal year ended September 30, 2005 and
use the correct
phrasing  in all future filings.  If you are unable to confirm, revise your Form 10-K.

Financial Statements

Consolidated Statements of Operations and Comprehensive Operations, page F-5

3. Please tell us how your statements of operations comply with Rule 5-03 of Regulation S-X.  In this regard:

• Tell us why you do not separately present your selling, general and administrative expenses from your operating expenses.
• Tell us in detail the expenses included or classified as “direct expenses” versus “operating expenses.”

Consolidated Statements of Cash Flows, page F-7

Mr. T. Kent Smith
Teamstaff, Inc
June 30, 2006 Page 3
4. As currently presented, your statements of cash flows does not comply with SFAS 95.  Please revise your statements to comply with the following:

• We note that your reconciliation begins with net loss from continuing operations.  The reconciliation of net income to net cash flows from operations should begin with net income to comply with paragraphs 28 and 29 of Statement 95.
• Your presentation of discontinued operations activity within operating cash flow activity does not appear appropriate.  Please revise to either: 1) combine cash flows from discontinued operations with cash flows from continuing operations within each

category, 2) identify cash flows from discontinued operations within each  category or
3) identify cash flows from discontinued operations for each  category and present
them separately.
• Your presentation of net comprehensive income (expense) on pension as a financing activity is unclear to us.  It would appear that the recognition of minimum pension liabilities should be disclosed as noncash activities in accordance with paragraph 32 of Statement 95.
• We note your presentation of restricted cash as an operating activity.  It would appear that your changes in restricted cash should be an investing activity.

(2) Summary of Significant Accounting Policies

Goodwill, page F-12

5. Please revise to disclose the amount of goodwill allocated to each reportable segment to comply with paragraph 45 of SFAS 142.

(3) Business Combinations, page F-15

6. Please tell us why you believe that you do not have to allocate purchase price to any other acquired intangible assets, including contract-based intangible assets and customer-related intangible assets.  Refer to paragraphs 39 and A14-A28 of SFAS 141.  Similarly address your acquisition of Nursing Innovations Inc.

(5) Income Taxes, page F-17

7. Please tell us in more detail the specific factors you considered in determining that it is more likely than not that your deferred tax assets will become realizable in future years.

(10) Commitments and Contingencies

Payroll Taxes, page F-22

Mr. T. Kent Smith
Teamstaff, Inc
June 30, 2006 Page 4
8. We note your disclosure regarding notices received from the IRS.  Provide us with more details regarding the nature of these claims and the amounts involved.  Revise to disclose the amounts subject to the notices from the IRS.

Forms 10-Q for the quarterly periods ended December 31, 2005 and March 31, 2006

9. Please comply with the above comments as applicable.

Item 9A.  Controls and Procedures, page 25

10. We note that your chief executive officer and your chief financial officer concluded that your disclosure controls and procedures were “effective to ensure that all material information required to be filed in this Quarterly Report on Form 10-Q has been made known to them”.  Please supplementally confirm that your disclosure controls and procedures are effective to ensure that information required to be disclosed in the reports that you file under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms and are also effective to ensure that information required to be disclosed in the reports that you file or submit under the Exchange Act is accumulated and communicated to your management, including your principal executive and principal financial officers, to allow timely decisions regarding required disclosure.  See Rule 13a-15(e) of the Exchange Act.  Alternatively, you may simply state that your disclosure controls and procedures are effective.  Please also revise your future filings
 accordingly.

11. We note your disclosure in this section that there have been no “significant changes” in your internal controls that could significantly affect those controls since the most recent evaluation of such controls.  Item 308(c) of Regulation S-K requires you to disclose any change in your internal control over financial reporting identified in connection with your evaluation that occurred during your last fiscal quarter that has materially affected, or is
reasonably likely to materially affect, your internal control over financial reporting.  Please confirm supplementally that there were no changes
 in your internal controls that
materially affected, or were reasonably likely to materially affect, your internal control over financial reporting for your Form 10-Q for the three months ended December 31, 2005 and use the correct phrasing
 in all future filings.  If you are unable to confirm,
revise your Form 10-Q.

*    *    *    *

Mr. T. Kent Smith
Teamstaff, Inc
June 30, 2006 Page 5

As appropriate, please amend your filing and respond to these comments within 10
business days or tell us when you will provide us with a response.  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 file your cover letter on EDGAR.  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 the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  Since the company 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.

 In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:

• the company is responsible for the adequacy and accuracy of the disclosure in the filings;

• staff comments or changes to disclosure in response to staff comments do not foreclose the
Commission from taking any action with respect to the filings; 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.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Division of Corporation Finance in our review of your filings or in response to our comments on your filings.

You may contact Nicole Holden, Staff Acc ountant, at (202) 551-3374 or Kyle Moffatt,
Accountant Branch Chief, at (202) 551-3836 if you have questions regarding comments on the financial statements and related matters.  Please contact me at (202) 551-3810 with any other questions.

       S i n c e r e l y ,

       L a r r y  S p i r g e l
       A s s i s t a n t  D i r e c t o r