SecProbe.io

CORRESP
 1
 filename1.htm

 DIGITAL
ALLY, INC.

 6366
College Blvd.

 Overland
Park, KS 66211

 June
25, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 100
F St., NE

 Washington,
D.C. 20549

 RE:
 Digital
 Ally, Inc. (the "Company")

 File
 No. 333-284448

 Registration
 Statement on Form S-1

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the "Act"), Digital Ally, Inc. (the "Registrant") hereby
requests that the United States Securities and Exchange Commission (the "Commission") take appropriate action to accelerate
the effective date of the above-referenced registration statement (the "Registration Statement") so as to become effective
on Friday, June 27, 2025, at 5:00 p.m. Eastern Time, or as soon thereafter as practicable.

 The
Registrant understands that the Commission will consider this request for acceleration of the effective date of the Registration Statement
as a confirmation of the fact that the Registrant is aware of its responsibilities under the Act and the Securities Exchange Act of 1934,
as amended, as they relate to the proposed sale of the securities specified in the Registration Statement.

 Once
the Registration Statement is effective, please orally confirm the event with our counsel, Sullivan & Worcester LLP, by calling Joseph
Segilia at 212-660-3027.

 Very
 truly yours,

 DIGITAL
 ALLY, INC.

 By:
 /s/
 Stanton E. Ross

 Stanton
 E. Ross

 Chief
 Executive Officer

CORRESP
 1
 filename1.htm

 Digital
Ally, Inc.

 6366
College Blvd.

 Overland
Park, KS 66211

 June
17, 2025

 Via
EDGAR

 Jenny
O'Shanick and Asia Timmons-Pierce

 Division
of Corporation Finance

 Office
of Manufacturing

 100
F Street, NE

 Securities
and Exchange Commission

 Washington,
D.C. 20549

 Re:
 Digital Ally, Inc.

 Post-Effective Amendment No. 1 to Registration Statement
 on Form S-1

 Filed May 2, 2025

 File No. 333-284448

 Ladies
and Gentlemen:

 This
correspondence responds to the comments received from the staff of the Securities and Exchange Commission (the " Staff ")
regarding the above-mentioned Post-Effective Amendment No. 1 to Registration Statement on Form S-1 filed on May 2, 2025 (" Post-Effective
Amendment No. 1 ") by Digital Ally, Inc. (the " Company ", " we ", " us "
or " our "). For convenience, the Staff's comments are restated below in bold text, with the comments followed
by our responses. We are concurrently filing with this letter Amendment No. 2 to the Registration Statement on Form S-1 (" Post-Effective
Amendment No. 2 ").

 Post-Effective
Amendment No. 1 to Registration Statement on Form S-1

 General

 1.
 We note that this post-effective
 amendment was filed to add Exhibit No. 23.1, Consent of RBSM LLP. Please revise to include a complete prospectus and to provide the
 disclosures in the respective sections as requested in our comments below.

 Response:
In response to the Staff's comment, we respectfully submit that we have revised Post-Effective Amendment No. 1 to include a complete
prospectus and to provide the disclosures in the respective sections as requested in your comments in Post-Effective Amendment No. 2.
All historical share and per-share amounts reflected throughout Post-Effective Amendment No. 2 have been adjusted to reflect the one-for-twenty
reverse stock split that became effective as of 5:30 p.m. Eastern Time on May 6, 2025 (the "First Reverse Stock Split") and
the one-for-one hundred reverse stock split that became effective at 5:30 p.m. Eastern Time on May 22, 2025 (the "Second Reverse
Stock Split", and together with the First Reverse Stock Split, the "Reverse Stock Splits") as if the Reverse Stock
Splits occurred as of the earliest period presented. The par value per share of the Company's common stock was not affected by
the Reverse Stock Splits. Post-Effective Amendment No. 2 relates solely to the registration of shares of common stock issuable upon exercise
of Series A Warrants to purchase one share of common stock and Series B Warrants to purchase one share of common stock that were previously
sold in connection with a firm commitment, underwritten offering that closed on February 14, 2025.

 Cover
Page

 2.
 We note that this registration
 statement covers shares underlying Series A and Series B Warrants that contain reset and/or "alternate cashless exercise"
 features. In the appropriate locations throughout your prospectus, your disclosure should emphasize that the number of shares issuable
 upon the exercise of the warrants under the reset provision increases as your stock price falls deeper below the initial exercise
 price of the warrants. In addition, in order to reflect the actual dilutive features of these securities, please compare the number
 of shares issuable to the number of shares that are currently outstanding. To the extent that the 79,787,234 shares registered here
 is insufficient to cover the aggregate number of shares to be issued upon exercise of the warrants, please be advised that a new
 registration statement might be required.

 Response:
In response to the Staff's comment, we respectfully submit that we have revised the disclosure on the cover page and on
pages 4 and 31 of Post-Effective Amendment No. 2.

 3.
 We note your references
 in your prospectus to an "alternate cashless exercise" of the Series B Warrants. The term "cashless exercise"
 is generally understood to allow a warrant holder to exercise a warrant without paying cash for the exercise price and reducing the
 number of shares receivable by the holder by an amount equal in value to the aggregate exercise price the holder would otherwise
 pay to exercise the warrants. In cashless exercises, it is expected that the warrant holder receives fewer shares than they would
 if they opted to pay the exercise price in cash. Please clarify your disclosure throughout the prospectus by removing the references
 to "alternate cashless exercise" and exclusively using the term "zero exercise price" or another appropriate
 term that conveys that, in addition to the company receiving no cash upon the "alternate cashless exercise," the warrant
 holders would be entitled to receive more shares than they would under the cash exercise terms.

 Response:
In response to the Staff's comment, we respectfully submit that we have revised the disclosure on the cover page and on
pages 4, 17, 26, 27 and 30 of Post-Effective Amendment No. 2.

 4.
 With respect to the
 Series B Warrants with an "alternate cashless exercise" feature, please revise the cover page narrative and Prospectus
 Summary to explain, if true, that as a result of this feature you do not expect to receive any cash proceeds from the exercise of
 the Series B Warrants because it is highly unlikely that a warrant holder would wish to pay an exercise price to receive one share
 of common stock when they could choose the "alternate cashless exercise" option and pay no money to receive more than
 one share. Further, please supplement your Use of Proceeds disclosure by quantifying the amount of proceeds to the issuer assuming
 that no funds are received from the exercise of the Series B Warrants.

 Response:
In response to the Staff's comment, we respectfully submit that we have revised the disclosure on the cover page and on
pages 4, 17 and 23 of Post-Effective Amendment No. 2. We respectfully note for the Staff that our Use of Proceeds disclosure
on page 23 already quantifies the amount of proceeds to the issuer assuming that no funds are received from the exercise of the Series
B Warrants.

 5.
 We note your disclosure
 in the header that you are offering up to 79,787,234 Series B Warrants to "purchase" up to 79,787,234 shares of common
 stock. Given the existence of the "alternate cashless exercise" provision, it appears that those warrants will be exercised
 without any purchase payment. Accordingly, revise the header to reflect that the Series B Warrants have a zero exercise price or
 no exercise price option.

 Response:
In response to the Staff's comment, we respectfully submit that we have revised the disclosure on the header of Post-Effective
Amendment No. 2.

 Risk
Factors

 Risks
Related to this Offering and the Ownership of Our Securities

 You
will experience immediate and substantial dilution..., page 18

 6.
 We note the potential
 for substantial dilution from the "alternate cashless exercise" and reset provisions. With reference to the disclosure
 on page 18, please revise the risk factor disclosure, or add a new risk factor, to address potential dilution from the "alternate
 cashless exercise" and reset provisions that could adjust upward the number of shares of common stock underlying the Series
 A and Series B Warrants. The risk factor should disclose the maximum number of shares that may be issuable upon exercise of the warrants.

 Response:
In response to the Staff's comment, we respectfully submit that we have revised the disclosure on the cover page and on
pages 4 and 17 of Post-Effective Amendment No. 2.

 We
have been notified by Nasdaq of our failure to comply with certain continued listing requirements..., page 21

 7.
 Please revise this risk
 factor to disclose that this offering could cause your common stock price to fall below the minimum bid price, which could result
 in its shares being delisted from Nasdaq. Further, we note your Form 8-K filed on May 7, 2025 that you effected a one-for-twenty
 reverse stock split on May 6, 2025. Revise your prospectus to disclose this event. Finally, we note that the same Form 8-K discussed
 that your stockholders approved another reverse stock split on May 7, 2025 ranging from one-for-five to one-for-one hundred. Please
 revise to clarify if you intend to effectuate another potential reverse stock split and, if so, disclose the proposed ratio.

 Response:
In response to the Staff's comment, we respectfully submit that we have revised the disclosure on the cover page and on
pages 1, 4, 20 and 31 of Post-Effective Amendment No. 2.

 We
hope the foregoing has been responsive to your comments. If you have any questions or comments regarding the foregoing, please contact
Joseph E. Segilia, Esq. at (212) 660-3027 or jsegilia@sullivanlaw.com.

 Very
truly yours,

 /s/
 Stanton E. Ross

 Stanton E. Ross

 Chairman and Chief Executive Officer

 Digital Ally, Inc.

 cc:
 David
 E. Danovitch, Esq., Sullivan & Worcester LLP
 Joseph
 E. Segilia, Esq., Sullivan & Worcester LLP
 Aaron
 M. Schleicher, Esq., Sullivan & Worcester LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 15, 2025

Stanton E. Ross
Chief Executive Officer
Digital Ally, Inc.
14001 Marshall Drive
Lenexa, KS 66215

 Re: Digital Ally, Inc.
 Post-Effective Amendment No. 1 to Registration Statement on Form S-1
 Filed May 2, 2025
 File No. 333-284448
Dear Stanton E. Ross:

 We have reviewed your post-effective amendment and have the following
comment(s).

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.

Post-Effective Amendment No. 1 to Registration Statement on Form S-1
General

1. We note that this post-effective amendment was filed to add Exhibit No.
23.1,
 Consent of RBSM LLP. Please revise to include a complete prospectus and
to provide
 the disclosures in the respective sections as requested in our comments
below.
Cover Page

2. We note that this registration statement covers shares underlying Series
A and Series
 B Warrants that contain reset and/or alternate cashless exercise
features. In the
 appropriate locations throughout your prospectus, your disclosure should
emphasize
 that the number of shares issuable upon the exercise of the warrants
under the reset
 provision increases as your stock price falls deeper below the initial
exercise price of
 the warrants. In addition, in order to reflect the actual dilutive
features of these
 May 15, 2025
Page 2

 securities, please compare the number of shares issuable to the number
of shares that
 are currently outstanding. To the extent that the 79,787,234 shares
registered here is
 insufficient to cover the aggregate number of shares to be issued upon
exercise of the
 warrants, please be advised that a new registration statement might be
required.
3. We note your references in your prospectus to an "alternate cashless
exercise" of the
 Series B Warrants. The term "cashless exercise" is generally understood
to allow a
 warrant holder to exercise a warrant without paying cash for the
exercise price and
 reducing the number of shares receivable by the holder by an amount
equal in value to
 the aggregate exercise price the holder would otherwise pay to exercise
the warrants.
 In cashless exercises, it is expected that the warrant holder receives
fewer shares than
 they would if they opted to pay the exercise price in cash. Please
clarify your
 disclosure throughout the prospectus by removing the references to
"alternate cashless
 exercise" and exclusively using the term "zero exercise price" or
another appropriate
 term that conveys that, in addition to the company receiving no cash
upon the
 "alternate cashless exercise," the warrant holders would be entitled to
receive more
 shares than they would under the cash exercise terms.
4. With respect to the Series B Warrants with an alternate cashless
exercise feature,
 please revise the cover page narrative and Prospectus Summary to
explain, if true, that
 as a result of this feature you do not expect to receive any cash
proceeds from the
 exercise of the Series B Warrants because it is highly unlikely that a
warrant holder
 would wish to pay an exercise price to receive one share of common stock
when they
 could choose the alternate cashless exercise option and pay no
money to receive
 more than one share. Further, please supplement your Use of Proceeds
disclosure by
 quantifying the amount of proceeds to the issuer assuming that no funds
are received
 from the exercise of the Series B Warrants.
5. We note your disclosure in the header that you are offering up to
79,787,234 Series B
 Warrants to purchase up to 79,787,234 shares of common stock.
Given the
 existence of the "alternate cashless exercise" provision, it appears
that those warrants
 will be exercised without any purchase payment. Accordingly, revise the
header to
 reflect that the Series B Warrants have a zero exercise price or no
exercise price
 option.
Risk Factors
Risks Related to this Offering and the Ownership of Our Securities
You will experience immediate and substantial dilution..., page 18

6. We note the potential for substantial dilution from the "alternate
cashless exercise"
 and reset provisions. With reference to the disclosure on page 18,
please revise the
 risk factor disclosure, or add a new risk factor, to address potential
dilution from the
 "alternate cashless exercise" and reset provisions that could adjust
upward the number
 of shares of common stock underlying the Series A and Series B Warrants.
The risk
 factor should disclose the maximum number of shares that may be issuable
upon
 exercise of the warrants.
We have been notified by Nasdaq of our failure to comply with certain continued
listing
requirements..., page 21
 May 15, 2025
Page 3

7. Please revise this risk factor to disclose that this offering could
cause your common
 stock price to fall below the minimum bid price, which could result in
its shares being
 delisted from Nasdaq. Further, we note your Form 8-K filed on May 7,
2025 that you
 effected a one-for-twenty reverse stock split on May 6, 2025. Revise
your prospectus
 to disclose this event. Finally, we note that the same Form 8-K
discussed that your
 stockholders approved another reverse stock split on May 7, 2025 ranging
from one-
 for-five to one-for-one hundred. Please revise to clarify if you intend
to effectuate
 another potential reverse stock split and, if so, disclose the proposed
ratio.
 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 Jenny O'Shanick at 202-551-8005 or Asia Timmons-Pierce at
202-551-
3754 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
cc: Joseph E. Segilia
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

February
11, 2025

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
DC 20549

    RE:
    Digital
    Ally, Inc. (CIK: 0001342958)

    Registration
    Statement No. 333-284448 on Form S-1 (the “Registration Statement”)

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as
amended (the “Securities Act”), Aegis Capital Corp. hereby requests acceleration of the effective date of the
above-referenced Registration Statement so that it will become effective at 5:00 p.m. Eastern Time, February 12, 2025, or as soon thereafter
as practicable.

Pursuant
to Rule 460 under the Securities Act, please be advised that we will distribute as many electronic copies of the proposed form of preliminary
prospectus as appears to be reasonable to secure adequate distribution.

The
undersigned has complied and will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

    By:
    AEGIS
    CAPITAL CORP.

    By:

    /s/
    Robert Eide

    Name:
    Robert Eide

    Title:
    Chief Executive Officer

CORRESP
1
filename1.htm

DIGITAL
ALLY, INC.

14001
Marshall Drive

Lenexa,
KS 66215

February
10, 2025

VIA
EDGAR

U.S.
Securities and Exchange Commission

100
F St., NE

Washington,
D.C. 20549

    RE:
    Digital
    Ally, Inc. (the “Company”)

    File
    No. 333-284448

    Registration
    Statement on Form S-1

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Act”), Digital Ally, Inc. (the “Registrant”) hereby
requests that the United States Securities and Exchange Commission (the “Commission”) take appropriate action to accelerate
the effective date of the above-referenced registration statement (the “Registration Statement”) so as to become effective
on Wednesday, February 12, 2025, at 5:00 p.m. Eastern Time, or as soon thereafter as practicable.

The
Registrant understands that the Commission will consider this request for acceleration of the effective date of the Registration Statement
as a confirmation of the fact that the Registrant is aware of its responsibilities under the Act and the Securities Exchange Act of 1934,
as amended, as they relate to the proposed sale of the securities specified in the Registration Statement.

Once
the Registration Statement is effective, please orally confirm the event with our counsel, Sullivan & Worcester LLP, by calling Joseph
Segilia at 212-660-3027.

    Very
    truly yours,

    DIGITAL
    ALLY, INC.

    By:
    /s/
    Stanton E. Ross

    Stanton
    E. Ross

    Chief
    Executive Officer

CORRESP
1
filename1.htm

February
10, 2025

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
DC 20549

    RE:
    Digital
    Ally, Inc. (CIK: 0001342958)

    Registration
    Statement No. 333-284448 on Form S-1 (the “Registration Statement”)

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as
amended (the “Securities Act”), Aegis Capital Corp. hereby requests acceleration of the effective date of the
above-referenced Registration Statement so that it will become effective at 5:00 p.m. Eastern Time, February 12, 2025, or as soon thereafter
as practicable.

Pursuant
to Rule 460 under the Securities Act, please be advised that we will distribute as many electronic copies of the proposed form of preliminary
prospectus as appears to be reasonable to secure adequate distribution.

    By:
    AEGIS
    CAPITAL CORP.

    By:

    /s/
    Robert Eide

    Name:
    Robert Eide

    Title:
    Chief Executive Officer

CORRESP
1
filename1.htm

Digital
Ally, Inc.

14001
Marshall Drive

Lenexa,
KS 66215

February
6, 2025

Via
EDGAR

Jenny
O’Shanick and Asia Timmons-Pierce

Division
of Corporation Finance

Office
of Manufacturing

100
F Street, NE

Securities
and Exchange Commission

Washington,
D.C. 20549

    Re:

    Digital
    Ally, Inc.

    Registration
    Statement on Form S-1

    Filed
    January 24, 2025

    File
    No. 333-284448

Ladies
and Gentlemen:

This
correspondence responds to the verbal comments received from the staff of the Securities and Exchange Commission (the “Staff”)
regarding the above-mentioned Registration Statement on Form S-1 filed on January 24, 2025 (the “Registration Statement”)
by Digital Ally, Inc. (the “Company”, “we”, “us” or “our”).
For convenience, the Staff’s comments are restated below in bold text, with the comments followed by our responses. We are concurrently
filing with this letter Amendment No. 1 to the Registration Statement on Form S-1 (“Amendment No. 1”).

Registration
Statement on Form S-1

General

    1.
    We
    note that you incorporate information by reference into your registration statement. However, since you have not filed your Form
    10-K for the fiscal year ended December 31, 2024, you are not eligible to incorporate by reference. See General Instruction VII.C
    of Form S-1. Please amend the registration statement to either remove references to incorporation by reference or file your Form
    10-K for the fiscal year ended December 31, 2024, and update accordingly.

Response:
In response to the Staff’s comment, we respectfully submit that we have removed references to incorporation by reference in Amendment
No. 1.

We
hope the foregoing has been responsive to your comments. If you have any questions or comments regarding the foregoing, please contact
Joseph E. Segilia, Esq. at (212) 660-3027 or jsegilia@sullivanlaw.com.

Very
truly yours,

    /s/
    Stanton E. Ross

    Stanton
    E. Ross

    Chairman
    and Chief Executive Officer

    Digital
    Ally, Inc.

    cc:
    David
    E. Danovitch, Esq., Sullivan & Worcester LLP

    Joseph
    E. Segilia, Esq., Sullivan & Worcester LLP

    Aaron
    M. Schleicher, Esq., Sullivan & Worcester LLP

CORRESP
1
filename1.htm

DIGITAL
ALLY, INC.

14001
Marshall Drive

Lenexa, KS 66215

January
21, 2025

VIA
EDGAR

U.S.
Securities and Exchange Commission

100
F St., NE

Washington,
D.C. 20549

    RE:
    Digital
    Ally, Inc. (the “Company”)

    File
    No. 333-284092

    Registration
    Statement on Form S-1

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Act”), Digital Ally, Inc. (the “Registrant”) hereby
requests that the United States Securities and Exchange Commission (the “Commission”) take appropriate action to accelerate
the effective date of the above-referenced registration statement (the “Registration Statement”) so as to become effective
on Thursday, January 23, 2025, at 4:15 p.m. Eastern Time, or as soon thereafter as practicable.

The
Registrant understands that the Commission will consider this request for acceleration of the effective date of the Registration Statement
as a confirmation of the fact that the Registrant is aware of its responsibilities under the Act and the Securities Exchange Act of 1934,
as amended, as they relate to the proposed sale of the securities specified in the Registration Statement.

Once
the Registration Statement is effective, please orally confirm the event with our counsel, Sullivan & Worcester LLP, by calling Joseph
Segilia at 212-660-3027.

    Very
    truly yours,

    DIGITAL
    ALLY, INC.

    By:
    /s/
    Stanton E. Ross

    Stanton
    E. Ross

    Chief
    Executive Officer

CORRESP
1
filename1.htm

Digital
Ally, Inc.

14001
Marshall Drive

Lenexa,
KS 66215

January
16, 2025

Via
EDGAR

Jenny
O’Shanick and Asia Timmons-Pierce

Division
of Corporation Finance

Office
of Manufacturing

100
F Street, NE

Securities
and Exchange Commission

Washington,
D.C. 20549

    Re:

    Digital
    Ally, Inc.

    Registration
    Statement on Form S-1

    Filed
    December 30, 2024

    File
    No. 333-284092

Ladies
and Gentlemen:

This
correspondence responds to the letter, dated January 8, 2025, received from the staff of the Securities and Exchange Commission (the
“Staff”) regarding the above-mentioned Registration Statement on Form S-1 filed on December 30, 2024 (the “Registration
Statement”) by Digital Ally, Inc. (the “Company”, “we”, “us” or “our”).
For convenience, the Staff’s comments are restated below in bold text, with the comments followed by our responses. We are concurrently
filing with this letter Amendment No. 1 to the Registration Statement on Form S-1 (“Amendment No. 1”).

Registration
Statement on Form S-1

General

    1.
    We
    note that you incorporate information by reference into your registration statement. However, since you have not filed your Form
    10-K for the fiscal year ended December 31, 2024, you are not eligible to incorporate by reference. See General Instruction VII.C
    of Form S-1. Please amend the registration statement to either remove references to incorporation by reference or file your Form
    10-K for the fiscal year ended December 31, 2024, and update accordingly.

Response:
In response to the Staff’s comment, we respectfully submit that we are eligible to incorporate by reference pursuant to General
Instruction VII.C of Form S-1 because the Registration Statement was initially filed prior to our fiscal year ending December 31, 2024.

    2.
    Please
    update your compensation disclosure to reflect the fiscal year ended December 31, 2024. Refer to Item 402 of Regulation S-K and Question
    117.05 of Regulation S-K Compliance and Disclosure Interpretations.

Response:
In response to the Staff’s comment, we have updated our compensation disclosure in the Amendment to reflect the fiscal year ended
December 31, 2024 starting on page 23.

    3.
    Please
    disclose that you have received a notice from Nasdaq indicating that you are no longer in compliance with Nasdaq Listing Rule 5550(b)(1).
    Please add related disclosure to the prospectus summary, as well as risk factor disclosure related to the potential delisting from
    the exchange.

Response:
In response to the Staff’s comment, we have disclosed that we have received a notice from Nasdaq indicating that we are no longer
in compliance with Nasdaq Listing Rule 5550(b)(1) in the prospectus summary on page 4 and in the risk factors on page 19 in the Amendment.

    4.
    We
    note your disclosure on page 25 that your selling securityholders may sell their securities through purchases by a broker-dealer
    as principal and resale by the broker-dealer for its own account. Please confirm your understanding that this would constitute a
    material change to your plan of distribution requiring a post-effective amendment. Refer to your undertaking provided pursuant to
    Item 512(a)(1)(iii) of Regulation S-K.

Response:
In response the Staff’s comment, we confirm our understanding, consistent with the undertaking required by Item 512(a)(1)(iii)
of Regulation S-K, that we will file a post-effective amendment to include any material information with respect to the plan of distribution
not previously disclosed in the Registration Statement or any material change to such information.

We
hope the foregoing has been responsive to your comments. If you have any questions or comments regarding the foregoing, please contact
Joseph E. Segilia, Esq. at (212) 660-3027 or jsegilia@sullivanlaw.com.

Very
truly yours,

    /s/
    Stanton E. Ross

    Stanton
    E. Ross

    Chairman
    and Chief Executive Officer

    Digital
    Ally, Inc.

    cc:
    David
    E. Danovitch, Esq., Sullivan & Worcester LLP

    Joseph
    E. Segilia, Esq., Sullivan & Worcester LLP

    Aaron
    M. Schleicher, Esq., Sullivan & Worcester LLP

January 8, 2025
Stanton E. Ross
Chief Executive Officer
Digital Ally, Inc.
14001 Marshall Drive
Lenexa, KS 66215
Re:Digital Ally, Inc.
Registration Statement on Form S-1
Filed December 30, 2024
File No. 333-284092
Dear Stanton E. Ross:
            We have conducted a limited review of your registration statement and have the
following comment(s).
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Registration Statement on Form S-1
General
1.We note that you incorporate information by reference into your registration
statement. However, since you have not filed your Form 10-K for the fiscal year
ended December 31, 2024, you are not eligible to incorporate by reference. See
General Instruction VII.C of Form S-1. Please amend the registration statement to
either remove references to incorporation by reference or file your Form 10-K for the
fiscal year ended December 31, 2024, and update accordingly.
2.Please update your compensation disclosure to reflect the fiscal year ended December
31, 2024. Refer to Item 402 of Regulation S-K and Question 117.05 of Regulation S-
K Compliance and Disclosure Interpretations.

January 8, 2025
Page 2
3.Please disclose that you have received a notice from Nasdaq indicating that you are no
longer in compliance with Nasdaq Listing Rule 5550(b)(1). Please add related
disclosure to the prospectus summary, as well as risk factor disclosure related to the
potential delisting from the exchange.
4.We note your disclosure on page 25 that your selling securityholders may sell their
securities through purchases by a broker-dealer as principal and resale by the broker-
dealer for its own account. Please confirm your understanding that this would
constitute a material change to your plan of distribution requiring a post-effective
amendment. Refer to your undertaking provided pursuant to Item 512(a)(1)(iii) of
Regulation S-K.
            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.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Jenny O'Shanick at 202-551-8005 or Asia Timmons-Pierce at 202-551-
3754 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Joseph E. Segilia

CORRESP
1
filename1.htm

DIGITAL
ALLY, INC.

14001
Marshall Drive

Lenexa, KS 66215

July
30, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

100
F St., NE

Washington,
D.C. 20549

    RE:
    Digital Ally, Inc. (the “Company”)

    File No. 333-280994

    Registration Statement on Form S-1

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Act”), Digital Ally, Inc. (the “Registrant”) hereby
requests that the United States Securities and Exchange Commission (the “Commission”) take appropriate action to accelerate
the effective date of the above-referenced registration statement (the “Registration Statement”) so as to become effective
on Thursday, August 1, 2024, at 4:15 p.m. Eastern Time, or as soon thereafter as practicable.

The
Registrant understands that the Commission will consider this request for acceleration of the effective date of the Registration Statement
as a confirmation of the fact that the Registrant is aware of its responsibilities under the Act and the Securities Exchange Act of 1934,
as amended, as they relate to the proposed sale of the securities specified in the Registration Statement.

Once
the Registration Statement is effective, please orally confirm the event with our counsel, Sullivan & Worcester LLP, by calling Aaron
Schleicher at 212-660-3034.

    Very truly yours,

    DIGITAL ALLY,
    INC.

    By:
    /s/ Stanton
    E. Ross

    Stanton E. Ross

    Chief Executive Officer

July 30, 2024
Stanton Ross
Chief Executive Officer
DIGITAL ALLY, INC.
14001 Marshall Drive
Lenexa, KS 66215
Re:DIGITAL ALLY, INC.
Registration Statement on Form S-1
Filed July 24, 2024
File No. 333-280994
Dear Stanton Ross:
            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 Eranga Dias at 202-551-8107 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

Digital
Ally, Inc.

14001
Marshall Drive

Lenexa,
Kansas 66215

May
9, 2023

Via
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Manufacturing

Washington,
D.C. 20549

    Re:
    DIGITAL
    ALLY, INC.

    Registration
    Statement on Form S-3, as amended

    File
    No. 333-271358

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), Digital Ally,
Inc. (the “Registrant”) hereby requests that the United States Securities and Exchange Commission (the “Commission”)
take appropriate action to accelerate the effective date of the above-referenced registration statement (the “Registration Statement”)
so as to become effective on Thursday, May 11, 2023, at 4:00 p.m. Eastern Time, or as soon thereafter as practicable.

The
Registrant understands that the Commission will consider this request for acceleration of the effective date of the Registration Statement
as a confirmation of the fact that the Registrant is aware of its responsibilities under the Act and the Securities Exchange Act of 1934,
as amended, as they relate to the proposed sale of the securities specified in the Registration Statement by the Registrant.

Once
the Registration Statement is effective, please orally confirm the event with our counsel, Sullivan & Worcester LLP, by calling David
E. Danovitch at (212) 660-3060, or in his absence, Joseph E. Segilia at (212) 660-3027. We also respectfully request that a copy of the
written order from the Commission verifying the effective date and time of the Registration Statement be sent to Mr. Danovitch via email
at ddanovitch@sullivanlaw.com and Joseph E. Segilia at jsegilia@sullivanlaw.com.

    Sincerely,

    /s/
    Stanton E. Ross

    Stanton
    E. Ross

    Chairman
    of the Board, Chief Executive Officer

    cc:
    David
    E. Danovitch, Esq., Sullivan & Worcester LLP

    Joseph
    E. Segilia, Esq., Sullivan & Worcester LLP

CORRESP
1
filename1.htm

DIGITAL
ALLY, INC.

14001
Marshall Drive

Lenexa,
KS 66215

Tel:
(913) 814-7774

May
8, 2023

VIA
EDGAR

Bradley
Ecker and Geoffrey Kruczek

Division
of Corporation Finance

Office
of Manufacturing

Securities
and Exchange Commission

Washington,
D.C. 20549

    Re:
    Re:
    Digital Ally, Inc.

    Registration
    Statement on Form S-3

    File
    No. 333-271358

Dear
Mr. Ecker and Mr. Kruczek,

On
behalf of Digital Ally, Inc. (the “Company”), this letter responds to comments provided by the staff of the Division of Corporation
Finance (the “Staff”), of the Securities and Exchange Commission (the “Commission”) provided to the undersigned
on May 3, 2023, regarding the Company’s Registration Statement on Form S-3 (the “Registration Statement”), which was
filed on April 20, 2023.

For
convenience, the Staff’s comments have been restated below and the Company’s responses are set out immediately under the
restated comments. An amendment to the Registration Statement (“Amendment No. 1”) reflecting changes made in response to
the Staff’s comments has also been confidentially submitted on this date. Unless otherwise indicated, defined terms used herein
have the meanings set forth in Amendment No. 1.

Registration
Statement on Form S-3 filed April 20,2023

General

    1.
    Please
    ensure that disclosure regarding your planned spin-off transaction is clear as to who is spinning off from whom, and who the final
    spun-off companies will be. Also revise to clarify the expected timing for the transaction.

Response:
The Company acknowledges the Staff’s comment and has revised the language to clarify that the Company is spinning off its ticketing
operating segment, Kustom Entertainment, Inc. (“Kustom”). Upon completion of the spin-off, the Company’s stockholders
will own equity in two focused and streamlined businesses. The Company has also revised the language to clarify that it may pursue an
alternative disposition of Kustom, and to clarify that the transaction is expected to occur in the second half of 2023.

    2.
    We
    note that you are offering up to 800,000 Conversion Shares for resale. However, your Selling Stockholders table on page 36 indicates
    a maximum of 600,000 Conversion Shares are being offered for resale. Please revise or advise. Also revise Exhibit 5.1, as appropriate.

Response:
The Company acknowledges the Staff’s comment and has revised the Selling Stockholders table to reflect 800,000 Conversion Shares
for resale. The Company respectfully advises the Staff that Exhibit 5.1 did not require revision.

Digital
Ally, Inc.

May
8 2023

Page
2

Please
do not hesitate to contact our counsel David Danovitch at (212) 660-3060 and Joseph Segilia at (212) 660-3027 with any questions or comments
regarding this correspondence or on Amendment No. 1, concurrently submitted herewith. Thank you.

    Sincerely,

    Digital
    Ally, Inc.

    By:

    /s/
    Stanton Ross

    Stanton
    Ross

    Chief
    Executive Officer

    cc:

United States securities and exchange commission logo
May 3, 2023
Stanton Ross
Chief Executive Officer
DIGITAL ALLY, INC.
14001 Marshall Drive
Lenexa, KS 66215
Re:DIGITAL ALLY, INC.
Registration Statement on Form S-3
Filed on April 20, 2023
File No. 333-271358
Dear Stanton Ross:
            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 comments 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, we may have additional comments.
Registration Statement on Form S-3 filed April 20, 2023
General
1.Please ensure that disclosure regarding your planned spin-off transaction is clear as to who
is spinning off from whom, and who the final spun-off companies will be. Also revise to
clarify the expected timing for the transaction.
2.We note that you are offering up to 800,000 Conversion Shares for resale. However, your
Selling Stockholders table on page 36 indicates a maximum of 600,000 Conversion Shares
are being offered for resale. Please revise or advise.  Also revise Exhibit 5.1, as
appropriate.
            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

 FirstName LastNameStanton Ross
 Comapany NameDIGITAL ALLY, INC.
 May 3, 2023 Page 2
 FirstName LastName
Stanton Ross
DIGITAL ALLY, INC.
May 3, 2023
Page 2
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Bradley Ecker at (202) 551-4985 or Geoffrey Kruczek at (202) 551-
3641 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       David Danovitch

United States securities and exchange commission logo
August 31, 2021
Stanton E. Ross
Chief Executive Officer
Digital Ally, Inc.
15612 College Blvd.
Lenexa, KS 66219
Re:Digital Ally, Inc.
Registration Statement on Form S-3
Filed August 24, 2021
File No. 333-259018
Dear Mr. Ross:
            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 Thomas Jones at 202-551-3602 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       David E. Danovitch, Esq.

CORRESP
1
filename1.htm

Digital
Ally, Inc.

1562
College Blvd.

Lenexa,
KS 66219

August
31, 2021

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Manufacturing

100
F Street, NE

Washington
D.C. 20549

    RE:
    Digital
    Ally, Inc.

    File
    No. 333-259018

    Registration
    Statement on Form S-3

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), Digital Ally,
Inc. (the “Registrant”) hereby requests that the United States Securities and Exchange Commission (the “Commission”)
take appropriate action to accelerate the effective date of the above-referenced registration statement (the “Registration Statement”)
so as to become effective on Thursday, September 2, 2021, at 4:30 p.m. Eastern Time, or as soon thereafter as practicable.

The
Registrant understands that the Commission will consider this request for acceleration of the effective date of the Registration Statement
as a confirmation of the fact that the Registrant is aware of its responsibilities under the Act and the Securities Exchange Act of 1934,
as amended, as they relate to the proposed resale of the securities specified in the Registration Statement by the selling stockholders
named therein.

Once
the Registration Statement is effective, please orally confirm the event with our counsel, Sullivan & Worcester LLP, by calling David
Danovitch at (212) 660-3060, or in his absence, Scott Miller at (212) 660-3076. We also respectfully request that a copy of the written
order from the Commission verifying the effective date and time of the Registration Statement be sent to Mr. Danovitch via email at ddanovitch@sullivanlaw.com.

Sincerely,

    Digital
    Ally, Inc.

    By:
    /s/
    Stanton E. Ross

    Stanton
    E. Ross

    Chief
    Executive Officer

    cc:
    Thomas
    J. Heckman, Digital Ally, Inc.

    David
    E. Danovitch, Sullivan & Worcester LLP

    Scott
    M. Miller, Sullivan & Worcester LLP

CORRESP
1
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DIGITAL ALLY, INC.

15612
College Blvd.

Lenexa, KS 66219

June
30, 2020

BY
EDGAR

Division
of Corporation Finance

United
States Securities and Exchange Commission

100
F Street, NE

Washington,
D.C. 20549

    Attention:
    Division
    of Corporation Finance-Office of Manufacturing

    Re:
    Request
    for Effectiveness for Digital Ally, Inc.

    Registration
    Statement on Form S-3 (File No. 333-239419)

Dear
Ms. Haywood:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Digital Ally, Inc. (the “Registrant”) hereby requests acceleration
of the effectiveness of the above-referenced Registration Statement to 4:30 P.M. (EDT) on Thursday, July 2, 2020, or as soon thereafter
as possible.

In
connection with this request, the Registrant acknowledges that:

    1.
    Should
    the Securities and Exchange Commission (the “Commission”) or the staff (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;

    2.
    The
    action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not
    relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

    3.
    The
    Registrant 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.

We
request that we be notified of such effectiveness by a call or email to me at (913) 232-5349 tom.heckman@digitalallyinc.com,
and that the effectiveness also be confirmed in writing. Thank you.

    Sincerely
    yours,

    DIGITAL
    ALLY, INC.

    By:

    /s/
    Thomas J. Heckman

    Thomas
    J. Heckman

    Chief
    Financial Officer and Secretary

United States securities and exchange commission logo
June 29, 2020
Stanton Ross
Chief Executive Officer
Digital Ally, Inc.
15612 College Blvd.
Lenexa, KS 66219
Re:Digital Ally, Inc.
Registration Statement on Form S-3
Filed June 25, 2020
File No. 333-239419
Dear Mr. Ross:
            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 Sherry Haywood, Staff Attorney at (202) 551-3345 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
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DIGITAL
ALLY, INC.

9705
Loiret Blvd.

Lenexa,
KS 66219

May
11, 2020

BY
EDGAR

Division
of Corporation Finance

United
States Securities and Exchange Commission

100
F Street, NE

Washington,
D.C. 20549

    Attention:
    Mr.
                                         Kruczek - Division of Corporation Finance-Office of Manufacturing

    Re:
    Request
    for Effectiveness for Digital Ally, Inc.

    Registration
    Statement on Form S-1 (File No. 333-238035)

Dear
Mr. Fischer:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Digital Ally, Inc. (the “Registrant”) hereby requests acceleration
of the effectiveness of the above-referenced Registration Statement to 4:30 P.M. (EDT) on Wednesday, May 13, 2020, or as soon
thereafter as possible.

In
connection with this request, the Registrant acknowledges that:

    1.
    Should
    the Securities and Exchange Commission (the “Commission”) or the staff (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;

    2.
    The
    action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not
    relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

    3.
    The
    Registrant 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.

We
request that we be notified of such effectiveness by a call or email to me at (913) 232-5349 tom.heckman@digitalallyinc.com,
and that the effectiveness also be confirmed in writing. Thank you.

    Sincerely
    yours,

    DIGITAL
    ALLY, INC.

    By:

    /s/
    Thomas J. Heckman

    Thomas
    J. Heckman

    Chief
    Financial Officer and Secretary

United States securities and exchange commission logo
May 11, 2020
Stanton E. Ross
Chief Executive Officer
DIGITAL ALLY INC
9705 Loiret Blvd.
Lenexa, KS 66219
Re:DIGITAL ALLY INC
Registration Statement on Form S-1 filed May 6, 2020
File No. 333-238035
Dear Mr. Ross:
            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 Geoff Kruczek at (202) 551-3641 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       David E. Danovitch

September 11, 2019
Stanton E. Ross
Chief Executive Officer
Digital Ally Inc.
9705 Loiret Boulevard
Lenexa, Kansas 66219
Re:Digital Ally Inc
Registration Statement on Form S-1
Filed September 5, 2019
File No. 333-233634
Dear Mr. Ross:
            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 Gregory Dundas, Attorney Adviser, at (202) 551-3436 with any questions.
Sincerely,
Division of Corporation Finance
Office of Telecommunications
cc:       David Danovitch, Esq.

CORRESP
1
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DIGITAL
ALLY, INC.

9705
Loiret Blvd.

Lenexa,
KS 66219

September
10, 2019

BY
EDGAR

Division
of Corporation Finance

United
States Securities and Exchange Commission

100
F Street, NE

Washington,
D.C. 20549

    Attention:
    Greg
    Dundas, Division of Corporation Finance

    Re:
    Request
    for Effectiveness for Digital Ally, Inc.

    Registration
    Statement on Form S-1 (File No. 333-233634)

Dear
Mr. Dundas:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Digital Ally, Inc. (the “Registrant”) hereby requests acceleration
of the effectiveness of the above-referenced Registration Statement to 4:30 P.M. (EDT) on Thursday, September 12, 2019, or as
soon thereafter as possible.

In
connection with this request, the Registrant acknowledges that:

    1.
    Should
    the Securities and Exchange Commission (the “Commission”) or the staff (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;

    2.
    The
    action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not
    relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

    3.
    The
    Registrant 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.

We
request that we be notified of such effectiveness by a call or email to me at (913) 232-5349 tom.heckman@digitalallyinc.com,
and that the effectiveness also be confirmed in writing. Thank you.

    Sincerely
    yours,

    DIGITAL
    ALLY, INC.

    By:

    /s/
    Thomas J. Heckman

    Thomas
    J. Heckman

    Chief
    Financial Officer and Secretary

CORRESP
1
filename1.htm

DIGITAL
ALLY, INC.

9705
Loiret Blvd.

Lenexa,
KS 66219

October
5, 2018

BY
EDGAR

Division
of Corporation Finance

United
States Securities and Exchange Commission

100
F Street, NE

Washington,
D.C. 20549

    Attention:
    Joshua
    Shainess, Division of Corporation Finance

    Re:
    Request
    for Effectiveness for Digital Ally, Inc.

    Registration
    Statement on Form S-3 (File No. 333-227664)

Dear
Mr. Fischer:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Digital Ally, Inc. (the “Registrant”) hereby requests acceleration
of the effectiveness of the above-referenced Registration Statement to 5:00 P.M. (EDT) on Tuesday, October 9, 2018, or as soon
thereafter as possible.

In
connection with this request, the Registrant acknowledges that:

    1.
    Should
    the Securities and Exchange Commission (the “Commission”) or the staff (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;

    2.
    The
    action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not
    relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

    3.
    The
    Registrant 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.

We
request that we be notified of such effectiveness by a call or email to me at (913) 232-5349 tom.heckman@digitalallyinc.com,
and that the effectiveness also be confirmed in writing. Thank you.

Sincerely
yours,

    DIGITAL ALLY, INC.

    By:
    /s/
    Thomas J. Heckman

    Thomas
    J. Heckman

    Chief
    Financial Officer and Secretary

October 5, 2018
Stanton E. Ross
Chief Executive Officer
Digital Ally, Inc.
9705 Loiret Blvd.
Lenexa, KS 66219
Re:Digital Ally, Inc.
Registration Statement on Form S-3
Filed October 2, 2018
File No. 333-227664
Dear Mr. Ross:
            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 Joshua Shainess, Attorney-Adviser, at (202) 551-7951 with any questions.
Sincerely,
Division of Corporation Finance
Office of Telecommunications

Mail Stop 3720
April 12 , 2017

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

Re: Digital Ally , Inc.
 Registration Statement on Form S-3
Filed  April 3 , 2017
  File No.  333-217119

Dear Mr. Ross :

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  Gregory Dundas, Attorney -Advisor,  at (202) 551 -3436 with any quest ions.

Sincerely,

 /s/ Larry Spirgel

 Larry Spirgel
Assistant Director
AD Office 11 - Telecommunications

cc: Thomas J. Heckman
Christian J. Hoffmann, III, Esq.

CORRESP
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DIGITAL
ALLY, INC.

9705
Loiret Blvd.

Lenexa,
KS 66219

 April
                                         12, 2017

BY
EDGAR

Division
of Corporation Finance

United
States Securities and Exchange Commission

100
F Street, NE

Washington,
D.C. 20549

    Attention:
    Larry
    Spirgel, Assistant Director

    Re:
    Request
    for Effectiveness for Digital Ally, Inc.

    Registration
    Statement on Form S-3 (File No. 333-217119)

Dear
Mr. Spirgel:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Digital Ally, Inc. (the “Registrant”) hereby requests acceleration
of the effectiveness of the above-referenced Registration Statement to 5:00 P.M. (EDT) on Friday, April 14, 2017, or as
soon thereafter as possible.

In
connection with this request, the Registrant acknowledges that:

    1.
    Should
    the Securities and Exchange Commission (the “Commission”) or the staff (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;

    2.
    The
    action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not
    relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

    3.
    The
    Registrant 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.

We
request that we be notified of such effectiveness by a call or email to me at (913) 232-5349 tom.heckman@digitalallyinc.com,
and that the effectiveness also be confirmed in writing. Thank you.

    Sincerely yours,

    DIGITAL ALLY, INC.

    By:
    /s/
    Thomas J. Heckman

    Thomas
    J. Heckman

    Chief
    Financial Officer and Secretary

Mail Stop 3720

September 3, 2015

Thomas Heckman
Chief Financial  Officer
Digital Ally, Inc.
9705 Loiret Blvd.
Lenexa, KS 66219

Re: Digital Ally, Inc.
  Registration Statement on Form S-3
Filed  September 1, 2015
  File No.  333-206699

Dear Mr. Heckman :

This is to advise you that we have not  reviewed and will not review your registration
statement .

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 Act of 193 3 and
all applicable Securities  Act rules require.   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 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 wit h 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 th e 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.

Thomas J. Heckman
Digital Ally, Inc.
September 3, 2015
Page 2

 Please refer to Rules 460 and 4 61 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 of 1933 and th e Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities .

Please  contact  Emily C. Drazan, Staff Attorney  at 202-551-3208  with any questions.

Sincerely,

 /s/ Kathleen Krebs, for

Larry Spirgel
Assistant Director
AD Office  11 – Telecommunications

cc: Chris Hoffman, Esq.

CORRESP
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     CORRESP

DIGITAL ALLY, INC.

9705 Loiret Blvd.

Lenexa, KS 66219

September 10, 2015

BY EDGAR

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    Attention:
    Larry Spirgel, Assistant Director

    Re:
    Request for Effectiveness for Digital Ally, Inc.

    Registration Statement on Form S-3 (File No. 333-206699)

Dear Mr. Spirgel:

Pursuant to Rule 461 under the Securities Act
of 1933, as amended, Digital Ally, Inc. (the “Registrant”) hereby requests acceleration of the effectiveness of the
above-referenced Registration Statement to 5:00 P.M. (EDT) on Tuesday, September 15, 2015, or as soon thereafter as possible.

In connection with this request, the Registrant
acknowledges that:

 1. Should the Securities and Exchange Commission (the “Commission”) or the staff (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;

 2. The action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does
not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 3. The Registrant 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.

We request that we be
notified of such effectiveness by a call or email to me at (913) 232-5349 tom.heckman@digitalallyinc.com, and that the
effectiveness also be confirmed in writing. Thank you.

    Sincerely yours,

    DIGITAL ALLY, INC.

    By:
    /s/ Thomas J. Heckman

    Thomas J. Heckman

    Chief Financial Officer and Secretary

April 20, 2015

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

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

Dear Mr. Ross :

We have completed our review of your filings .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s 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.  We urge all persons who are re sponsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Celeste M. Murphy for

Larry Spirgel
Assistant Director

cc: Christian J. Hoffmann III, Esq.

April 16, 2015

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

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

Dear Mr. Ross :

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

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

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

Proposal Two, page 17

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

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

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

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

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

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

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

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

Sincerely,

 /s/ Celeste M. Murphy for

Larry Spirgel
Assistant Director

cc: Christian J. Hoffmann III, Esq.

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DIGITAL
ALLY, INC.

9705
LOIRET BLVD.

LENEXA,
KS 66219

Mr. Larry Spirgel 	April 16, 2015

Assistant
Director

United States
Securities and Exchange Commission

Division of Corporate Finance

00 F Street,
N.E.

Washington,
D.C. 20549

    Re:
    Digital
                                         Ally, Inc.

    Preliminary
    Proxy Statement on Schedule 14A

    Filed
    April 13, 2015

    File
    No. 001-33899

Dear Mr.
Spirgel:

By
letter dated April 16, 2015, the staff (the “Staff”) of the Securities and Exchange Commission (“SEC”)
provided Digital Ally, Inc. (the “Company”) with a comment to the Company’s Preliminary Proxy Statement
on Schedule 14A filed on April 13, 2015. This letter contains the Company’s response to the Staff’s comment.

Concurrently
with the delivery of this letter, the Company is filing Amendment No. 1 to the Preliminary Proxy Statement on Schedule 14A.

Proposal
Two, page 17

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

COMPANY
RESPONSE

We
have revised our disclosure to include the following additional language:

We
do not have any plans, commitments, arrangements, understanding or agreements, whether written or oral, to issue any of the shares
that will be newly available following the approval of the proposed increase in the number of authorized shares.

In
providing this response, the Company acknowledges that:

    ●
    the
    action of the Commission or the staff, acting pursuant to delegated authority, in accepting Amendment No. 1 to the Preliminary
    Proxy Statement on Schedule 14A does not relieve the Company from its full responsibility for the adequacy and accuracy of
    the disclosures in Amendment No. 1 to the Preliminary Proxy Statement on Schedule 14A; and

    ●
    should
    the Commission or the staff, acting pursuant to delegated authority, accept the changes to disclosure in Amendment No. 1 to
    the Preliminary Proxy Statement on Schedule 14A, that act will not foreclose the Commission from taking any action with respect
    to the filing; and

    ●
    the
    Company may not assert staff comments or the acceptance of Amendment No. 1 to the Preliminary Proxy Statement on Schedule
    14A as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United
    States.

*
* *

Please
direct questions regarding this response letter to the undersigned at 913-232-5349.

    Very
    truly yours,

    /s/ Stanton
    E. Ross

    Stanton E.
    Ross, Chairman, CEO and President

    2

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720
       July 6, 2009
    Thomas J. Heckman Chief Financial Officer Digital Ally, Inc. 7311 W. 130
th, Suite 170
Overland Park, KS  66213
 Re: Digital Ally, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2008
  Filed March 10, 2009
  File No. 001-33899

 Dear Mr. Heckman:
The Division of Corporation Finance has completed its review of your Form 10-K
and related filings and does 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

    Unassociated Document

    June 26,
2009

      Mr. Larry
Spirgel

      Division
of Corporation Finance

      U.S.
Securities and Exchange Commission

      100 F
Street, N.E.

      Washington,
D.C. 20549

    Re:          Digital Ally,
Inc.

    Form
10-K for the Fiscal Year Ended December 31, 2008

    Filed
March 10, 2009

    Form
10-Q for the Quarterly Period Ended March 31, 2009

    File
No. 001-33899

      Dear
Mr. Spirgel:

    We have
reviewed your May 22, 2009 comment letter (the “Comment Letter”) regarding the
Form 10-K for the fiscal year ended December 31, 2008 (the “Form 10-K”) and
the Form 10-Q for the quarterly period ended March 31, 2009 (the “Form 10-Q”) of
Digital Ally, Inc. (the “Registrant”).  On behalf of the Registrant,
we submit this response letter.   For your convenience, we have
provided our responses below in a question and answer format.  Your
original comment is provided below in bold text, followed by our
response.

    Form 10-K for the fiscal
year ended December 31, 2008

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

    General

              1.

              Please
      discuss how the-following items may impact current and future
      results:

              ·

              changes
      in credit lines;

              ·

              credit
      availability;

              ·

              parties
      with which you have credit lines;

              ·

              whether
      existing credit lines have matured or been
  called;

              ·

              whether
      backup credit lines are available;

              ·

              the
      ability to raise capital in a realistic evaluation of your current
      financial situation.

    In
future filings we will include the recommendations of the Staff in Management’s
Discussion and Analysis of Financial Condition and Results of Operations
(MD&A).  This addition will appropriately address the Staff’s
concerns as well as any other appropriate conditions.

              2.

              Provide
      a robust discussion of your prospects for 2009 in a section on trends
      after considering the impact of the economic situation in the 4th
      quarter of 2008 and the 1st
      quarter of 2009.  Please remember that there are two assessments
      that you must make where a trend, demand, commitment, event or uncertainty
      is known:

        Page 1 of
16

                ·

              Is
      the known trend, demand, commitment event or uncertainty likely to come to
      fruition?  If you determine that it is not reasonably likely to
      occur, no disclosure is required;
and,

              ·

              If
      you cannot make that determination, you must evaluate objectively the
      consequences of the known trend, demand, commitment, event or uncertainty,
      on the assumption that it will come to fruition.  Disclosure is
      then required unless you determine that a material effect on the
      registrant’s financial condition or results of operations is not
      reasonably likely to occur.  Please note that “reasonably
      likely” is a lower threshold than “more likely than not” but a higher
      threshold than “remote.’  The concept of “reasonably likely” is
      used in the context of disclosure for MD&A purposes and is not
      intended to mirror the tests in SFAS 5 established to determine when an
      accrual is necessary, or when disclosure in the footnotes to the financial
      statements is required.

    Please
address the above and include the following in your discussion as
well:

              ·

              The
      impact of changes in products;

              ·

              Any
      known trends or uncertainties that have had or that you reasonably expect
      will have a material favorable or unfavorable impact on net sales or
      revenues or income from continuing
operations;

              ·

              If
      events that are likely to cause a material change in the relationship
      between costs and revenues, the change in the relationship should be
      disclosed; and

              ·

              To
      the extent there is a material increase in net sales, discuss the price
      versus volume mix (whether the overall increase is attributable to
      increases in prices or increases in the volume of goods and services being
      sold).

    In
future filings we will include the recommendations of the Staff in a new section
in Management’s Discussion and Analysis of Financial Condition and Results of
Operations (MD&A) that discusses our prospects for 2009 including any known
trends, demands commitments or uncertainties.  This addition will
appropriately address the Staff’s concerns as well as any other appropriate
conditions.

    Result of
Operations

              3.

              Your
      discussion regarding results of operations should not consist ‘merely of
      numeric dollar and percentage changes measured from period to period of
      various line items on the income statement. You should address the
      underlying reasons for changes in the price versus volume mix. For
      example, if sales declined because the volume of goods sold decreased by
      20%, but this was offset by a 10% increase in price, the discussion in
      MD&A should not stop once it identifies the price and volume
      components. In this example, the underlying factors that contributed to
      the decline in volume as well as the increase in selling prices should
      also be discussed. The focus should be on an analysis of the factors that
      caused these changes to occur, in providing this analysis, you may find it
      helpful to include a discussion of key variables and financial measures
      management is utilizing in managing the business. These variables may be
      non-financial in nature or may represent industry,
      specific metrics. Furthermore, MD&A should fully explain the results
      of operations. For

        Page 2 of
16

              example,
      MD&A should not merely state that the increase in revenues and costs
      of revenues is due to a significant acquisition. Rather, the contribution
      of the recent acquisition to total revenues should be quantified to the
      extent possible, and any increase or decrease in the underlying revenues
      of the pre-existing business should then be
  addressed.

    In response to the Staff’s comment,
we will include the recommendations of the Staff by revising our MD&A to be
included in future Form 10Q and 10K filing.  These revisions will
appropriately address the Staff’s concerns as well as any other appropriate
conditions.

    For the Years Ended December
31, 2008 and 2007

    Operating
Expenses

    Sales Commissions, page
25

              4.

              Please
      explain your statement regarding the increased expense being attributable
      to paying a commission for sales to an international customer. Please tell
      us to whom the commission was paid and discuss the detail. Expand
      disclosure in future filings and provide us with your proposed
      disclosure.

    The
commission is being paid to the specific international distributor who had
cultivated the relationship with the customer and was previously selling our
product to the customer.  In an effort to reduce its overall costs,
the customer requested that it be permitted to purchase directly from Digital
Ally, Inc. rather than buy through the distributor. As part of the arrangement
we are paying a normal commission to our distributor based upon the sales to his
customer.

    In
response to the Staff’s comment, we will revise our MD&A to be included in
future 10K filings in the following manner:

    Sales
Commissions.  Sales commissions totaled $2,765,058 and
$1,333,394 for the years ended December 31, 2008 and 2007, respectively, an
increase of $1,431,664 (107%).  The increase in 2008 was commensurate
with the 68% increase in revenue experienced during the year ended December 31,
2008 compared to 2007.  Sales commissions as a percentage of total
revenues were 8.5% during the year ended December 31, 2008, a slight increase
from the 6.9% experienced in 2007.  The increased percentage is
principally attributable to a change involving our largest individual customer
during the third quarter of 2008.  This international customer began
to purchase directly from us on a commission basis, rather than from our
international distributor.  Previously, this customer was buying from
our distributor at his retail price and preferred to buy directly from us at
better pricing.  Because of the size of the customer we agreed to sell
directly to this customer.

    Liquidity and Capital
Resources page 26

              5.

              Discuss
      in detail why you have experienced increasing revenues and attained
      profitability in 2008 but also experienced a decline in cash flow from
      operations.

    In response to the Staff’s comment,
we will include the recommendations of the Staff by revising our MD&A to be
included in future Form 10Q and 10K filing.  These revisions will
appropriately address the Staff’s concerns as well as any other appropriate
conditions.

        Page 3 of
16

    In
general, the reason for the negative cash flow from operations relates to funds
used to increase inventory and accounts receivables during
2008.  Please refer to responses to Items 8 and 10 below regarding
increases in inventories and accounts receivable.

    Critical Accounting
Estimates, page 29

              6.

              Please
      note that an accounting estimate is recognized as a “critical accounting
      estimate” if:

              ·

              the
      accounting estimate requires you to make assumptions about matters that
      are highly uncertain at the time the accounting estimate is made;
      and

              ·

              different
      estimates that the company reasonably could have used in the current
      period, or changes in the accounting estimate that are reasonably likely
      to occur from period to period, would have a material impact on the
      presentation of your financial condition, changes in financial condition
      or results of operations.

    To
inform investors of each critical accounting estimate and to place it the
context of your financial condition, changes in financial condition and results
of operations, the following information is required:

              ·

              A
      discussion that identifies and describes the estimate, the methodology
      used, certain assumptions and reasonably likely
  changes;

              ·

              An
      explanation of the significance of the accounting estimate to your
      financial condition, changes in financial condition and results of
      operations and, where material, an identification of the line items in the
      your financial statements affected by the accounting
    estimate;

              ·

              A
      quantitative discussion of changes in line items in the financial
      statements and overall financial performance if you were to assume that
      the accounting estimate were changed, either by using reasonably possible
      near-term changes in certain assumption(s) underlying the accounting
      estimate or by using the reasonably possible range of the accounting
      estimate;

              ·

              A
      quantitative and qualitative discussion of any material changes made to
      the accounting estimate in the past three years, the reasons for the
      changes, and the effect on line items in the financial statements and
      overall financial performance;

    Sensitivity
analyses should provide a quantitative discussion of how changes in variables
will affect results rather than the blanket statements that you are calling
sensitivity analyses. Please revise. Please provide us with your proposed
disclosures.

    In response to the Staff’s comment,
we will revise the Critical Accounting Estimates section of our MD&A to be
included in future Form 10Q and 10K filing.  These revisions will
appropriately address the Staff’s concerns as well as any other appropriate
conditions.  We have enclosed as Exhibit A our proposed wording for
your consideration.

    Financial
Statements

    Note 1.  Nature of
Business and Summary of Significant Accounting Policies

        Page 4 of
16

    Revenue Recognition, page
F-7

              7.

              We
      note that you sell primarily through a network of unaffiliated
      distributors/sales agents and they have significant accounts receivable
      balances. Please tell us about your return policy and disclose it in
      future filings. If appropriate, please tell us your consideration of the
      guidance in SFAS 48.

    In
response to the Staff’s comment, our products are shipped FOB shipping point
(Grain Valley, Missouri) and there are no written or unwritten rights provided
to customers under which they can return the products for credit.  The
Company grants a two-year warranty for the product, which gives the customer the
right to return defective products for repair and or replacement
only.  We will revise our Revenue Recognition policy footnote to
disclose that no right of return exists.

              8.

              In
      order to evaluate the appropriateness of your revenue recognition
      accounting policy, tell us in detail the nature and terms of your
      relationship with both your distributors and sales agents. In your
      response address, among other factors, the
  following:

              ·

              Does
      the distributor act as a principal or as an agent in your relationship
      with you?

              ·

              Who
      do you consider your customer?

              ·

              Do
      you bill the ultimate customer or the
  distributor?

              ·

              What
      is the nature of the service the distributor provides to
    you?

              ·

              How
      do you compensate the distributor?

              ·

              Do
      you ship the merchandise directly to the
  customer?

              ·

              What
      are the credit terms and the return
policy?

              ·

              We
      note that you had an account receivable balance of $8,117,515 at March 31,
      2009 and revenues of $4,389,184 for the three months ended March 31, 2009.
      Therefore, it appears that your sales collections have been minimal. Tell
      in detail why. Tell us whether there is an oral or written agreement
      whereby the distributor can wait to pay you until the merchandise is sold
      to the end user.

    Considering
the nature of our comment, tell us in more detail why you believe that your
current revenue recognition accounting policy is appropriate. In your response
address your consideration to SFAS 48 and SAB 101, as amended by SAB
104.

    In
response to the Staff’s comment, we have separate and distinct relationships
between our independent sales agents that sell to domestic customers and our
international distributors that we treat differently for revenue recognition
purposes.  We will describe our relationship to each of these parties
separately:

    Independent Sales Agents
- We use independent sales agents for our US domestic sales
force.  These individuals generally carry other product lines and call
upon the law enforcement community to solicit sales of our products as well as
any other lines that they carry.  We receive purchase orders directly
from the law enforcement agencies and generally ship these from our warehouse to
the law enforcement agency.  The independent sales agent receives a
commission on each sale that he solicits, bears his/her own cost

CORRESP
1
filename1.htm

    Unassociated Document

    DIGITAL
ALLY, INC.

    June 19,
2009

    VIA EDGAR
CORRESPONDENCE

    Sharon
Virga

    Division
of Corporation Finance

    Securities
and Exchange Commission

    100 F
Street, NE

    Washington,
DC 20549

              RE:

              Digital
      Ally, Inc.

              Form
      10-K for the Fiscal Year Ended December 31,
2008

              Filed
      March 10, 2009

    Form 10-Q for the
Quarterly Period Ended March 31, 2009

    File No. 001-33899

    Dear Ms.
Virga:

    This is
to confirm our phone call this morning.  In that exchange, you
granted our request to extend further until June 26, 2009 the deadline for
Digital Ally, Inc.’s response to the Staff comments which were included in your
letter to it of May 22, 2009.

    Thank you
again for your consideration of the request and your flexibility on this
matter.  If we find that we have any specific questions to review with
you as we complete our response, we will let you know.  Please let me
know if you have any questions of us.

    Very
truly yours,

    /s/ Thomas J.
Heckman

    Thomas
Heckman, CFO

    Digital
Ally, Inc.

    7311
West 130th Street,
Suite 170, Overland Park, KS 66213

    Telephone:
913.814.7774     Fax:
913.814.7775     www.digitalallyinc.com

CORRESP
1
filename1.htm

    Unassociated Document

    DIGITAL
ALLY, INC.

    June 10,
2009

    VIA EDGAR
CORRESPONDENCE

    Sharon
Virga

    Division
of Corporation Finance

    Securities
and Exchange Commission

    100 F
Street, NE

    Washington,
DC 20549

              RE:

              Digital
      Ally, Inc.

              Form
      10-K for the Fiscal Year Ended December 31,
2008

              Form
      10-Q for the Quarterly Period Ended March 31,
  2009

    File No. 001-33899

    Dear Ms.
Virga:

    This is
to confirm our phone call this morning.  In that exchange, you granted
our request to extend further until June 19, 2009 the deadline for Digital Ally,
Inc.’s response to the Staff comments which were included in your letter to it
of May 22, 2009.

    Thank you
again for your consideration of the request and your flexibility on this
matter.  If we find that we have any specific questions to review with
you as we complete our response, we will let you know.  Please let me
know if you have any questions of us.

    Very
truly yours,

    /s/ Thomas J.
Heckman

    Thomas
Heckman, CFO

    Digital
Ally, Inc.

    7311
West 130th Street,
Suite 170, Overland Park, KS 66213

    Telephone:
913.814.7774     Fax:
913.814.7775      www.digitalallyinc.com

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720
       May 22, 2009
 Thomas J. Heckman Chief Financial Officer Digital Ally, Inc. 7311 W. 130
th, Suite 170
Overland Park, KS  66213
 Re: Digital Ally, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2008
  Filed March 10, 2009

Form 10-Q for the Quarterly Period Ended March 31, 2009
  File No. 001-33899

Dear Mr. Heckman:
We have reviewed your filing and have the following comments.  We have
limited our review of your filing to those issues we have addressed in our comments.  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.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a future revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may 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. Thomas J. Heckman
Digital Ally, Inc.
May 22, 2009 Page 2   Form 10-K for the fiscal year ended December 31, 2008

 Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

 General

 1. Please discuss how the following items may impact current and future results:

• changes in credit lines;
• credit availability;
• parties with which you have credit lines;
• whether existing credit lines have matured or been called;
• whether backup credit lines are available;
• the ability to raise capital in a realistic evaluation of your current financial situation.
 2. Provide a robust discussion of your prospects for 2009 in a section on trends after considering the impact of the economic situation in the 4
th quarter of 2008 and the
1st quarter of 2009.  Please remember that there are two assessments that you must
make where a trend, demand, commitment, event or uncertainty is known:

• Is the known trend, demand, commitment event or uncertainty likely to come to fruition?  If you determine that it is not reasonably likely to occur, no disclosure is required; and,
• If you cannot make that determination, you must evaluate objectively the consequences of the known trend, demand, commitment, event or uncertainty, on the assumption that it will come to fruition. Disclosure is then required unless you determine that a material effect on the registrant’s financial condition or results of operations is not reasonably likely to occur.  Please note that “reasonably likely” is a lower threshold than “more likely than not” but a higher threshold than “remote.”  The concept of “reasonably likely” is used in the context of disclosure for MD&A purposes and is not intended to mirror the tests in SFAS 5 established to determine when an accrual is necessary, or when disclosure in the footnotes to the financial statements is required.
  Please address the above and include the following in your discussion as well:

• The impact of changes in products;
• Any known trends or uncertainties that have had or that you reasonably expect will have a material favorable or unfavorable impact on net sales or revenues or income from continuing operations;

Mr. Thomas J. Heckman
Digital Ally, Inc.
May 22, 2009 Page 3
• If events that are likely to cause a material change in the relationship between costs and revenues, the change in the relationship should be disclosed; and
• To the extent there is a material increase in net sales, discuss the price versus volume mix (whether the overall increase is attributable to increases in prices or increases in the volume of goods and services being sold).
 Result of Operations

 3. Your discussion regarding results of operations should not consist merely of numeric dollar and percentage changes measured from period to period of various line items on the income statement.  You should address the underlying reasons for changes in the price versus volume mix. For example, if sales declined because the volume of goods sold decreased by 20%, but this was offset by a 10% increase in price, the discussion in MD&A should not stop once it identifies the price and volume components. In this example, the underlying factors that contributed to the decline in volume as well as the increase in selling prices should also be discussed. The focus should be on an analysis of the factors that caused these changes to occur. In providing this analysis, you may find it helpful to include a discussion of key variables and financial measures management is utilizing in managing the business. These variables may be non-financial in nature or may represent industry specific metrics.  Furthermore, MD&A should fully explain the results of operations. For example, MD&A should not merely state that the increase in revenues and costs of revenues is due to a significant acquisition. Rather, the contribution of the recent acquisition to total revenues should be quantified to the extent possible, and any increase or decrease in the underlying revenues of the pre-existing business should then be addressed.
 For the Years Ended December 31, 2008 and 2007

 Operating Expenses

 Sales Commissions, page 25

 4. Please explain your statement regarding the increased expense being attributable to paying a commission for sales to an international customer.  Please tell us to whom the commission was paid and discuss the detail.  Expand disclosure in future filings and provide us with your proposed disclosure.
 Liquidity and Capital Resources, page 26

5. Discuss in detail why you have experienced increasing revenues and attained profitability in 2008 but also experienced a decline in cash flow from operations.

Mr. Thomas J. Heckman
Digital Ally, Inc.
May 22, 2009 Page 4   Critical Accounting Estimates, page 29

 6. Please note that an accounting estimate is recognized as a “critical accounting estimate” if:

•
       the accounting estimate requires you to make assumptions about matters that
are highly uncertain at the time the accounting estimate is made; and
•       different estimates that the company reasonably could have used in the current
period, or changes in the accounting estimate that are reasonably likely to occur from period to period, would have a material impact on the presentation of your financial condition, changes in financial condition or results of operations.

To inform investors of each critical accounting estimate and to place it the context of your financial condition, changes in financial condition and results of operations, the following information is required:

•
        A discussion that identifies and describes the estimate, the methodology used,
certain assumptions and reasonably likely changes;
•        An explanation of the significance of the accounting estimate to your
financial condition, changes in financial condition and results of operations and, where material, an identification of the line items in the your financial statements affected by the accounting estimate;
•
        A quantitative discussion of changes in line items in the financial statements
and overall financial performance if you were to assume that the accounting estimate were changed, either by using reasonably possible near-term changes in certain assumption(s) underlying the accounting estimate or by using the reasonably possible range of the accounting estimate;
•
        A quantitative and qualitative discussion of any material changes made to the
accounting estimate in the past three years, the reasons for the changes, and the effect on line items in the financial statements and overall financial performance;
Sensitivity analyses should provide a quantitative discussion of how changes in variables will affect results rather than the blanket statements that you are calling sensitivity analyses.  Please revise.  Please provide us with your proposed disclosures.

Mr. Thomas J. Heckman
Digital Ally, Inc.
May 22, 2009 Page 5  Financial Statements

 Note 1.  Nature of Business and Summary of Significant Accounting Policies

 Revenue Recognition, page F-7

 7. We note that you sell primarily through a network of unaffiliated distributors/sales agents and they have significant accounts receivable balances.  Please tell us about your return policy and disclose it in future filings.  If appropriate, please tell us your consideration of the guidance in SFAS 48.
 8. In order to evaluate the appropriateness of your revenue recognition accounting policy, tell us in detail the nature and terms of your relationship with both your distributors and sales agents.  In your response address, among other factors, the following:

• Does the distributor act as a principal or as an agent in your relationship with you?
• Who do you consider your customer?
• Do you bill the ultimate customer or the distributor?
• What is the nature of the service the distributor provides to you?
• How do you compensate the distributor?
• Do you ship the merchandise directly to the customer?
• What are the credit terms and the return policy?
• We note that you had an account receivable balance of $8,117,515 at March 31, 2009 and revenues of $4,389,184 for the three months ended March 31, 2009.  Therefore, it appears that your sales collections have been minimal.  Tell in detail why.  Tell us whether there is an oral or written agreement whereby the distributor can wait to pay you until the merchandise is sold to the end user.

Considering the nature of our comment, tell us in more detail why you believe that your current revenue recognition accounting policy is appropriate.  In your response address your consideration to SFAS 48 and SAB 101, as amended by SAB 104.
 Accounts Receivable, page F-7

 9. We note your policy that a trade receivable is considered to be past due if any portion is outstanding for more than 30 days beyond terms.  In light of your significant accounts receivable balances at December 31, 2008 and March 31, 2009, tell us and disclose in future filings your terms for payment of your accounts receivable.  If the terms vary, tell us about the different terms, to whom

Mr. Thomas J. Heckman
Digital Ally, Inc.
May 22, 2009 Page 6
they are offered and the reason for the different terms.  Based on your policy we would have expected larger allowances for doubtful accounts.  Please reconcile.
 Inventories, page F-11

 10. Inventories, net of reserves, were $8,359,961 and $8,117,515 at December 31, 2008 and March 31, 2009 whereas cost of revenue for 2008 was $12,980,683 and was $2,529,644 for the three months ended March 31, 2009.  Your inventories seem excessive, especially in light of your plans to discontinue your existing products and introduce a new product in 2009.  Please reconcile your unreserved inventory balances with your needs for such inventory.
 Note 6.  Pledged Assets and Bank Line of Credit, page F-12

 11. Please tell us and discuss in future filings how the minimum tangible net worth of $15 million is computed.  We note that your only line of credit is dependent upon this covenant and a review of your balance sheets at December 31, 2008 and March 31, 2009 would cause one to believe that you may be close to the limit.
 Note 7.  Accrued Expenses, page F-13

 12. Please explain to us in detail and discuss in future filings in Critical Accounting Estimates how you compute your warranty reserve.  It seems that the amount that was charged off against the reserve was greater than the outstanding reserve at December 31, 2008.  How did you assess the adequacy of the reserve?
 Form 10-Q for March 31, 2009

 Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

 Recent Developments for the Company

 Overview, page 17

 13. Please revise your statement in the last paragraph regarding the significant growth in revenues to discuss the first quarter results of 2009 that may be an indicator that previous trends may not be sustainable.
     Results of Operations

Mr. Thomas J. Heckman
Digital Ally, Inc.
May 22, 2009 Page 7   Revenues, page 18

 14. Expand your discussion in the first bullet to include trends for 2009.
 Cost of Revenue, page 19

 15. Please quantify the equipment discussed in the last sentence of the first paragraph and include it in your discussion of Liquidity and Capital Resources.
 Liquidity and Capital Resources, page 22

 16. Expand to discuss in detail the impact of declining sales and the overall economic situation, and your plans to address increased future capital requirements.

*    *    *    *

Please respond to these comments through correspondence over EDGAR within
10 business days or tell us when you will provide us with a response.  Please furnish a letter that keys your responses to our comments and provides any requested information.  Detail letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your responses to our comments.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an informed 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

Mr. Thomas J. Heckman
Digital Ally, Inc. May 22, 2009 Page 8  information you provide to the staff of the Di vision of Corporation Finance in our review
of your filings or in response to our comments on your filings.
 You may contact Sharon Virga, Senior Staff Accountant, at (202) 551-3385 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

Mail Stop 6010      April 17, 2007

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

 Re: Digital Ally, Inc.
  Registration Statement on Form SB-2
  Amendment no. 3 filed April 9, 2007
  File No. 333-138025

Dear Mr. Ross:

 We have reviewed your filing and have th e following comments.  Where indicated, we
think you should revise your document in response to these comments.  If you disagree, we will
consider your explanation as to why our commen t is inapplicable or a revision is unnecessary.
Please be as detailed as necessary  in your explanation.  In some of our comments, we may ask you
to provide us with information so we may bette r understand your disclosure.  After reviewing this
information, we may raise additional comments.

 Please understand that the purpose of our review process is to  assist you in your compliance
with the applicable disclosure requirements and to enhance the ove rall disclosure in your filing.
We look forward to working with you in these re spects.  We welcome any questions you may have
about our comments or any other aspect of our re view.  Feel free to call us at the telephone
numbers listed at the end of this letter.

FORM SB-2

Financial Statements

Statements of Stockholder’s Equity

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

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

Notes to Financial Statements, page F-5

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

* * *

General

 As appropriate, please amend your registration statement in response to these comments.
You may wish to provide us with marked copies of  the amendment to exped ite our review.  Please
furnish a cover letter with your amendment that ke ys your responses to ou r comments and provides
any requested information.  Detailed cover letter s greatly facilitate our review.  Please understand
that we may have additional comments after reviewing your amendment and responses to our
comments.

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

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

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

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

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

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

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

We direct your attention to Rules 460 and 461 regarding requesting accele ration of a registration
statement.  Please allow adequate time after the filing of any amen dment for further review before
submitting a request for acceleration.  Please provide this request at least two business days in advance of the requested effective date.

 You may contact Iboyla Igna t at (202) 551-3656 or Mary Ma st at (202) 551-3613 if you
have questions regarding comments on the financial statements and related matters.  Please contact
John Krug at (202) 551-3862, Suzanne Hayes, Branch Chief, at (202) 55 1-3675, or me at (202)
551-3715 with any other questions.

        S i n c e r e l y ,

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

cc: Christian J. Hoffmann, III, Esq.

Mail Stop 6010      March 29, 2007

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

 Re: Digital Ally, Inc.
  Registration Statement on Form SB-2
  Amendment no. 2 filed March 16, 2007
  File No. 333-138025

Dear Mr. Ross:

 We have reviewed your filing and have th e following comments.  Where indicated, we
think you should revise your document in response to these comments.  If you disagree, we will
consider your explanation as to why our commen t is inapplicable or a revision is unnecessary.
Please be as detailed as necessary  in your explanation.  In some of our comments, we may ask you
to provide us with information so we may bette r understand your disclosure.  After reviewing this
information, we may raise additional comments.

 Please understand that the purpose of our review process is to  assist you in your compliance
with the applicable disclosure requirements and to enhance the ove rall disclosure in your filing.
We look forward to working with you in these re spects.  We welcome any questions you may have
about our comments or any other aspect of our re view.  Feel free to call us at the telephone
numbers listed at the end of this letter.

FORM SB-2

General
1.  We note your reference to th e filing of a confidential treatm ent request.  Comments on your
application for confidential treatment will be provided  in a separate letter when they are available.
Please note that we will not be a position to cons ider a request for acceleration of effectiveness of
the registration statement until we resolve all issues relating to your confidential treatment request.

Mr. Stanton E. Ross
Digital Ally, Inc.
March 29, 2007
Page 2

Cover page
2.  We note your response to comment 1 and reissu e the comment.  Please state the fixed price at
which the shares will be sold.  In this regard, we  note the first paragraph st ates the shares will be
sold at prevailing market price or negotiated transactions.  The third paragraph merely states a historical closing bid price.

3.  How will potential investors know when you have  determined that a more active trading market
has developed?  Do you intend to file a post-effective amendment reflecting a change in the offering from a fixed price per shar e to an at the market offering?

“We have a history of operating losses.” – page 3

4.  Please expand the discussion to indicate the amount  of operating losses for each of the past two
fiscal years.

“We are dependent on key personnel.” – page 4

5.  Please expand the discussion to indicate wh ether you have employment agreements with
Messrs. Ross, McCoy and Haler and the ma terial terms of any such agreements.

Financial Statements

Notes to Financial Statements, page F-5

Note 1.  Nature of Business and Sign ificant Accounting Policies, page F-5

6.  Please clarify your accounting policy for the wa rrants issued in 2006 as part of units sold to
accredited investors and revise your disclosures here, in the Critical Accounting Estimates section of the MD&A and in Note 8 as appropriate.  Incl ude a more detailed description of these warrants
in the financial statements and in the MD&A.  From  the description included in Item 26 it does not
appear that SFAS 150 would be the applicable authoritative literature for these warrants;
instruments within the sc ope of SFAS 150 do not qualify for equity treatment.  Please clarify.  If
you determine that SFAS 150 is not applicable, pl ease provide us an analysis of SFAS 133 and
EITF 00-19 for these warrants.  Please refer to  the Division of Corporation Finance "Current
Accounting and Disclosure Issues" Section II(B) - Classification and Measurement of Warrants and
Embedded Conversion Features (Updated.) You can find this at the following website:
http://www.sec.gov/divisions/corpf in/cfacctdisclosureissues.pdf

Mr. Stanton E. Ross
Digital Ally, Inc.
March 29, 2007
Page 3

7.  Please tell us why the fair value of the stoc k options used in the pro forma information under
SFAS 123 is less than the expense under AP B 25.  Provide us a calculation of both.

Note 8.  Stock Based Comp ensation, pages F-15 – F-21

8.  Please disclose how you allocated the proc eeds between the comm on stock and the common
stock purchase warrants issued as part of the units  placed and disclose the amount allocated to the
warrants.  Quantify and discuss the significant assumptions underlying your allocation.  Please
elaborate on the conditions under which the warrants  issued as part of the units placed may be
redeemed, at whose option, and the medium of payment.

9.  Please refer to your response to comment 17.  Please quantify and descri be the terms of the
performance based awards that we re outstanding at the date of the initial application of SFAS 123
that qualify for the accounting treatment prescribed in APB Opinion 25.  Direct us to the specific paragraphs of the applicable guidance that was us ed as a basis for your accounting in addition to
referring to paragraph 83 of SFAS 123(r.)  Disclose the compensation amount recorded on these
awards in all periods presented.

* * *

General

 As appropriate, please amend your registration statement in response to these comments.
You may wish to provide us with marked copies of  the amendment to exped ite our review.  Please
furnish a cover letter with your amendment that ke ys your responses to ou r comments and provides
any requested information.  Detailed cover letters greatly facilitate our re view.  Please understand
that we may have additional comments after reviewing your amendment and responses to our
comments.

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

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

Mr. Stanton E. Ross
Digital Ally, Inc
March 29, 2007
Page 4

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

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

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

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

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

We direct your attention to Rules 460 and 461 re garding requesting accele ration of a registration
statement.  Please allow adequate time after the filing of any amen dment for further review before
submitting a request for acceleration.  Please provide this request at least two business days in advance of the requested effective date.

 You may contact Iboyla Igna t at (202) 551-3656 or Mary Ma st at (202) 551-3613 if you
have questions regarding comments on the financial statements and related matters.  Please contact
John Krug at (202) 551-3862, Suzanne Hayes, Branch Chief, at (202) 55 1-3675, or me at (202)
551-3715 with any other questions.

        S i n c e r e l y ,

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

cc: Christian J. Hoffmann, III, Esq.

Mail Stop 6010      February 13, 2007

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

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

Dear Mr. Ross:

 We have reviewed your filing and have th e following comments.  Where indicated, we
think you should revise your document in response to these comments.  If you disagree, we will
consider your explanation as to why our commen t is inapplicable or a revision is unnecessary.
Please be as detailed as necessary  in your explanation.  In some of our comments, we may ask you
to provide us with information so we may bette r understand your disclosure.  After reviewing this
information, we may raise additional comments.

 Please understand that the purpose of our review process is to  assist you in your compliance
with the applicable disclosure requirements and to enhance the ove rall disclosure in your filing.
We look forward to working with you in these re spects.  We welcome any questions you may have
about our comments or any other aspect of our re view.  Feel free to call us at the telephone
numbers listed at the end of this letter.

FORM SB-2

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

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

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

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

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

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

Our auditors have expressed a going concern opinion, page 3

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

Selling security ho lders, page 15

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

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

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

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

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

Description of business, page 31

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

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

Critical Accounting Policies page 42

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

Stock-Based Compensation, pages 42-43

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

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

Executive Compensation, page 47

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

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

Financial Statements

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

Financial Statements at September 30, 2006, unaudited

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

Accounts Receivable

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

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

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

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

Exhibits

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

* * *

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

General

 As appropriate, please amend your registration statement in response to these comments.
You may wish to provide us with marked copies of  the amendment to exped ite our review.  Please
furnish a cover letter with your amendment that ke ys your responses to ou r comments and provides
any requested information.  Detailed cover letters greatly facilitate our re view.  Please understand
that we may have additional comments after reviewing your amendment and responses to our
comments.

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

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

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

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

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

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

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

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

We direct your attention to Rules 460 and 461 regarding requesting accele ration of a registration
statement.  Please allow adequate time after the filing of any amen dment for further review before
submitting a request for acceleration.  Please provide this request at least two business days in advance of the requested effective date.

 You may contact Iboyla Igna t at (202) 551-3656 or Mary Ma st at (202) 551-3613 if you
have questions regarding comments on the financial statements and related matters.  Please contact
John Krug at (202) 551-3862, Suzanne Hayes, Branch Chief, at (202) 55 1-3675, or me at (202)
551-3715 with any other questions.

        S i n c e r e l y ,

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

cc: Christian J. Hoffmann, III, Esq.

Mail Stop 6010        November 13, 2006
 Digital Ally Attn. Stanton Ross 4831 West 136
th Street
Suite 300 Leawood, KS 66224
Re: Digital Ally, Inc.
 File 333-138025
Form SB-2 filed October 16, 2006

 Dear Mr. Ross:

We have reviewed your filing and have th e following comments.  Where indicated, we
think you should revise your document in response to these comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or a re vision 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 re quirements and to enhance the ove rall disclosure in your filing.
We look forward to working with you in these re spects.  We welcome any questions you may have
about our comments or on any other aspect of our review.  Feel free to ca ll us at the telephone
numbers listed at the end of this letter.
General

1. Please note that where we provide examples to illustrate what we mean by our comments,
they are examples and not exhaus tive lists.  If our comments are applicable to portions of
the filing that we have not cited as exampl es, make the appropriate changes in accordance
with our comments.
2. In your response letter, please state our comment and then explain each change that has
been made in response to a comment.  In  addition, you should also reference each page
number in which disclosure has been revised in  response to a comment so that we can easily
place your revised disclosure in its proper context.

Mr. Stanton Ross
November 13, 2006 Page 2
3. Please provide us proofs of all graphic, visu al or photographic information you will provide
in the printed prospectus prior to its use, fo r example in a preliminary prospectus.  Please
note we may have comments regarding this material.
4. On page 46, you have indicated that there is an  inactive market for your stock.  When there
is no active market for a company’s stock, you must include a fixed price at which the
securities will be offered for sale until a mark et develops for the stock.  Please revise your
disclosure to include a fixed pr ice for the sale.  You may state that the securities may sell at
the market price once a market develops.
5. We note you have included the 415 undertakings  pursuant to Item 512 of Regulation S-K.
If it is your intention to offe r the securities on a continuous basis, please include a 415 box
on the cover page and check it.  In addition, given the nature and si ze of the transaction
being registered, advise the staff of the compan y’s basis for determining that the transaction
is appropriately characterized as  a transaction that is eligible to be made on a shelf basis
under Rule 415(a)(1)(i).
6. You state on pages 1 and 30 that you were or iginally incorporated on December 13, 2000.
On page 3 you state that you were formed on May 16, 2003.  Please revise your filing to
clarify the discrepancy.
Incorporation by reference

7. It does not appear that you ar e incorporating any documents by reference.  Please consider
whether you need to include this section in the filing.

Prospectus Summary, page 1
8. Please eliminate the use of the acronyms DVF, DVM, DVSC and OEM.  These acronyms
make your disclosure harder to follow than if you use the terms digital video flashlight,
digital video rear view mirror, etc.
9. Please expand your disclosure to disclose and quantify your histor y of losses and your
accumulated deficit as of September 30, 2006.

Risk Factors, page 3
 We have a history of operating losses page 3

10. Please provide your accumulated deficit as of September 30, 2006.

11. Please explain “the problems, expenses, delays  and complications a ssociated with a new
business.”

Mr. Stanton Ross
November 13, 2006 Page 3  Our auditors have expressed a going concern opinion, page 3

12. Please revise to discuss the consequences of receiving a going concern opinion.  At a
minimum, the discussion should address potential  difficulty raising funds  and the effect the
opinion may have for investors w ho want to sell their shares.

It is uncertain whether we will need additional financing…, page 3
13. If there is any possibili ty that the company may seek debt  financing, please disclose this
fact and consider the risk factors that may be associated with debt financing, such as
restrictive covenants.
14. Quantify the amount of funds you expect to need  to continue your operations for the next
twelve months.

If we are unable to compete…, page 5
15. Please disclose who your primary competitors are and describe any specific competitive
advantages they have relative to your company.

Defects in our products…, page 6
16. Please disclose any facts or circumstances that  might lead to product defects and the risks
you are describing in this risk factor.
17. Please state the limitations of your product liability insurance.

We are dependent on key personnel, page 6
18. If Mr. Stanton or Mr. Haler has plans to leave the company, please disclose this fact in the
risk factor.

We are dependent on manufactur ers and suppliers, page 7
19. If you are substantially dependent on any of agre ements with the manufacturers or suppliers
referenced in this section, pl ease identify that party by name, file your agreement with that
party as an exhibit to the re gistration statement and include a description of all material
terms in the Business section.  If you believe  you are not substantially dependent on these
agreements, please explain to us the basis for your determination.

Mr. Stanton Ross
November 13, 2006 Page 4  We are uncertain of our ability to prot ect technology throug h patents, page 7

20. Is the critical technology that you reference the technology that you license from Ingenient?
If it is a different license ag reement, please identify the licensing party, file the agreement
as an exhibit and revise the business section to  include a discussion of the material terms of
the agreement.
21. Please describe the potential consequences if patents relating to  your existing technology
are not granted.

Risks related to our license agreement, page 8
22. Please file the Ingenient agreement as an  exhibit to the registration statement.

We have not completed our trademark registration, page 8
23. Please describe the risks posed by bei ng precluded from using your trademark.

There are economic and general risks…, page 9
24. Risk factors should relate to specified risks faced by the co mpany.  General business risks
do not constitute proper risk factors.   Please delete this risk factor.

There is a limited market for your shares and you may not be able to sell them, page 9
25. We note your statement that you expect the SEC to scrutinize our re gistration statements
because of the relatively early stage of deve lopment of our business compared to most
public companies.  Please revise to clarify that  the fact that the SEC has reviewed a filing
does not ensure a filing is more accurate than a filing that was not reviewed.  The level of
SEC does not ensure any additional accuracy.  The disclosure continues to be your
responsibility regardless of  the level of review.

Because our common stock is considered a “penny stock,” any investment in the Units is
considered to be a high risk investment…, page 10
26. Since you are registering the resale of common stock, as opposed to units, please revise the
disclosure to refer to an investment in common stock.

We have a limited public market…, page 10
27. We note your statement that your common stoc k has “qualified” for trading through the
pink sheets.  Please revise to eliminate the us e of the word “qualified” as it implies that
there are listing requirements that you have met.

Mr. Stanton Ross
November 13, 2006 Page 5  We have never paid dividends…, page 11

28. Please describe the risks posed by the f act that you may not pay dividends.

Determination of Offering Price, page 13
29. As you are required to set an offering price, this section should be revised to include the
information required by Item  505 of Regulation S-B.

Selling Stockholders, page 14
30. For each nonpublic entity that is a selling stockh older, disclose the natural person(s) with
voting and dispositive power over the securities.
31. Briefly describe how the selling secur ityholders obtained their securities.
32. If any of your selling shareholders are broker dealers, please revise  to identify them as
broker dealers and underwriters.  The only excepti on to this requirement  is if the selling
shareholder received the shares as underwri ting compensation.  If any of the selling
shareholders are affiliates of broker dealers, identify them as such and revise to state that these selling shareholders purchased the shares  in the ordinary cour se of business without
view to directly or indirectly distribute the shares.  If you are unable to make this
representation, the affiliates of  broker dealers must also be identified as underwriters.

Directors, Executive Officers, Promoters and Control Persons, page 20

33. It appears that Mr. Ross is cu rrently your CEO and President of  Infinity.  Please revise to
disclose the amount of time he devotes to  your company.  Please consider whether his
inability to focus all his attention on your business constitutes a risk that should be
discussed in the “Risk Factor” section.

Business
 Original Equipment Manufacturers, page 33

34. Are there any currently available products that incorporate your techno logy?  If there are,
please identify them.  Do you have any agreem ents to license your technology to other
parties who will incorporate it into their own products?

Market and Industry Overview, page 33
35. Where you include statistics or figures in the registration statement, please disclose the
source of your information and provide us with  copies of the documents that you cite.
Examples of statistics that shoul d be supported include the following:

Mr. Stanton Ross
November 13, 2006 Page 6
• According to the Department of Justice, there are almost 14 million arrests each
year, with approximately 10%, or 1.4 m illion of those arrests for DWI, p. 33
• There are approximately 18,000 law enfo rcement agencies in the US…who
employ over two million guards, p.34
• Smaller departments with 20 or fewer officers account for…, p. 34
• There are 10,000 private security agencies…, p. 34
• Smaller departments with 20 or fewer officers…, p. 34
• In 2003, over $90 billion was spen t with private security…, p.34

The list set forth above is an illustrative, and not  exhaustive, list of st atements that should
be supported.  Please review the entire regi stration statement and provide support for all
similar statements.
 License arrangements, page 35

36. Please revise to describe any early te rmination provisions or minimum royalty
requirements, if any.

Intellectual Property, page 36
37. Please revise to identify the party that  licenses the critic al technology to you.

Management’s Discussion and Analysis  or Plan of Operation, page 37
 Operating Expenses, Research a nd Development Expenses, page 37

38. Please refer to the Division of Corporati on Finance “Current Issues and Rulemaking
Projects Quarterly Update” unde r section VIII – Industry Spec ific Issues – Accounting and
Disclosure by Companies Engaged in Research  and Development Activities.  You can find
it at the following website address: http://www.sec.gov/divisi ons/corpfin/cfcrq032001.htm .
Please disclose the following information fo r each of your major active research and
development project(s):

• The nature, timing and estimated costs of the efforts necessary to complete the
project;
• The anticipated completion dates;
• The risks and uncertainties associated with completing development on schedule,
and the consequences to opera tions, financial position and liq uidity if the project is
not completed timely; and finally
• The period in which material net cash inflow s from significant projects are expected
to commence.

To the extent that information requested above is not known or estimable,  disclose that fact
and the reason why it is not known.

Mr. Stanton Ross
November 13, 2006 Page 7  Liquidity and Capital Resources, pages 39 and 41

39. Please expand your discussion to address material  changes in the underlying drivers such as
where the actual usages and sources of cash existed especially in your discussion of
operating cash flows during the years presented.  In doing so, please ensure that you are not
merely describing items identified on the face of  the statement of cash flows.  Refer to the
guidance provided in our release, “Inter pretation: Commission Guidance Regarding
Management's Discussion and Analysis of Fi nancial Condition and Re sults of Operations”
particularly Item D of that release.  You can find this release on our website at
http://www.sec.gov/rule s/interp/33-8350.htm .
40. We note your statement that you need to attain  your revenue and pr ofit margin goals or
raise additional working capital through additional offerings of equity in order to continue
to implement your business plan and finance your expected level of sales.  Please revise to
describe your revenue and profit margin goa ls and how much work ing capital you would
need to raise if you are not able to attain these goals.

Critical Accounting Policies page 42
41. We note that the company reiterated the policy notes included in the fi nancial statements.
Please note that Critical Accounting Poli ces should supplement, not duplicate, the
accounting policies disclosed in th e notes to the financial stat ements.  Please revise your
disclosure to provide the company's analysis of the judgments and uncertainties involved in
applying these accounting princi ples at a given time, and the potential impact on your
financial statements of the variability that  is reasonably likely to result from their
application over time.  Such disclosures explaining the li kelihood that any materially
different amounts would be repor ted under different conditions, using different assumptions
is consistent with the objec tive of Management’s Discussion and Analysis.  See Release 33-
8350.

Stock-Base Compensations, pages 43-44
42. In addition to stating that you establish the fair value of stock warrants issued to non-
employees in accordance with SFAS No. 123, desc ribe specifically how  and when the cost
of issuing such stock warrants  is recognized and how fair va lue is established.  Based on
your disclosures included in Note 7 on page FA -12 and in Note 8 on page FB-12 it appears
that stock options issued to non-employees are partially expensed and partially capitalized.
Supplementally, in your response, include refere nces to the specific paragraphs within the
accounting literature which you relied upon that  support the accounting for the issuance of
stock options granted to non-employees.
43. The table that presents the pro-forma SFAS 123 disclosures on page 44 is for the six-month
period ended June 30, 2005.  Please update the ta ble for the six-months ended June 30,
2006.

Mr. Stanton Ross
November 13, 2006 Page 8 Certain Relationships and re lated transactions, p. 45

44. Item 601(b)(10) requires that you fi le all agreements listed in th is section as exhibits to the
registration statement.  While the Acme note app ears to have been filed, we could not locate
the other documents listed in this  section.  Please file them as  exhibits to the registration
statement.
45. Please identify your shareholders  who control Acme Resources.
Market for our Common Stock and Rela ted Stockholder Matters, page 46
46. We note your statement that there are no secu rities and no debt