SecProbe.io

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 SUNation Energy, Inc.

 171 Remington Boulevard

 Ronkonkoma, NY 11779

 April 28, 2025

 via EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, DC 20549

 Attention: Ms. Sarah Sidwell

 Re: SUNation
Energy, Inc.

 Registration Statement on Form S-3

 Filed April 22, 2025

 Securities Act File No. 333-286663

 Request for Acceleration of Effectiveness

 Dear Ms. Sidwell:

 Pursuant to Rule 461 of Regulation C under
the Securities Act of 1933, as amended, SUNation Energy, Inc. (the "Registrant") respectfully requests acceleration of its
Registration Statement on Form S-3 (File No. 333-286663), filed on April 22, 2025, so that it will become
effective at 9:00 a.m. (Eastern time) on April 29, 2025, or as soon as practicable thereafter.

 If you have any questions, or require any
additional information, please do not hesitate to email Theodore Ghorra, the Registrant's outside counsel, at theodore.ghorra@rimonlaw.com
or by phone at 212-515-9979.

 The Registrant acknowledges that, if the Securities
and Exchange Commission or its staff, acting pursuant to delegated authority (the "Commission") declares the filing effective,
such action:

 (i) does
not foreclose the Commission from taking any action with respect to the filing;

 (i) does
not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 (iii) may
not be asserted by the Registrant as a defense in any proceeding initiated by the Commission or any person under the federal securities
laws of the United States.

 Very truly yours,

 SUNation
Energy, Inc.

 By:
 /s/ Scott Maskin

 Scott Maskin, CEO

 Cc: Theodore J. Ghorra, Esq., Rimon P.C.

 James Brennan, CFO, SUNation Energy, Inc.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 28, 2025

Scott Maskin
Chief Executive Officer
SUNation Energy, Inc.
171 Remington Boulevard
Ronkonkoma, NY 11779

 Re: SUNation Energy, Inc.
 Registration Statement on Form S-3
 Filed on April 22, 2025
 File No. 333-286663
Dear Scott Maskin:

 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 Sarah Sidwell at 202-551-4733 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
cc: Theodore Ghorra
</TEXT>
</DOCUMENT>

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August 31, 2022

VIA EDGAR TRANSMISSION

Division of Corporate Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-6010

    Re:
    Pineapple Energy Inc.

    Registration Statement on Form S-3 (Registration No. 333-267066)

    Request for Acceleration of Effective Date

Ladies and gentlemen:

In accordance with Rule 461
under the Securities Act of 1933, as amended (the “Act”), Pineapple Energy Inc. (the “Company”) requests that
the Securities and Exchange Commission take appropriate action to cause the Registration Statement on Form S-3 (File No. 333-267066) to
become effective on September 2, 2022 at 4:00 p.m., Eastern Time, or as soon as practicable thereafter, or
at such later time as the Company or its counsel may request via telephone call to the staff. In making this acceleration request, the
Company acknowledges that it is aware of its obligations under the Act.

    Very truly yours,

    PINEAPPLE ENERGY INC.

    By:
    /s/ Kyle Udseth

    Name:
    Kyle Udseth

    Title:
    Chief Executive Officer

    cc:

    Steven Kennedy, Esq., Faegre Drinker Biddle &
    Reath LLP

    Jonathan Zimmerman, Esq., Faegre Drinker Biddle
    & Reath LLP

United States securities and exchange commission logo
August 31, 2022
Kyle Udseth
Chief Executive Officer
Pineapple Energy Inc.
10900 Red Circle Drive
Minnetonka, MN 55343
Re:Pineapple Energy Inc.
Registration Statement on Form S-3
Filed August 25, 2022
File No. 333-267066
Dear Mr. Udseth :
            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 Herbers at 202-551-8028 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Tyler Vivian

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Communications Systems, Inc.

10900 Red Circle Drive

Minnetonka, Minnesota 55343

March 22, 2022

Via EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

  Re:
  Communications Systems, Inc.

  Registration Statement on Form S-3, as amended

  File No. 333-262893

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended, Communications Systems, Inc. hereby respectfully requests acceleration of the effective date of the above-referenced Registration Statement so that the same shall become effective as of 4:00 p.m. Eastern Time on Thursday, March 24, 2022, or as soon as practicable thereafter.

If you have any questions regarding this request, please contact April Hamlin of Ballard Spahr LLP, counsel to the Company, at (612) 371-3211. In addition, please notify Ms. Hamlin when this request for acceleration has been granted.

Sincerely,

COMMUNICATIONS SYSTEMS, INC.

/s/ Mark D. Fandrich

Mark D. Fandrich

Chief Financial Officer

United States securities and exchange commission logo
February 28, 2022
Mark Fandrich
Chief Financial Officer
Communications Systems, Inc.
10900 Red Circle Drive
Minnetonka, MN 55343
Re:Communications Systems, Inc.
Registration Statement on Form S-3
Filed February 22, 2022
File No. 333-262893
Dear Mr. Fandrich:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jennifer Angelini at 202-551-3047 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       April Hamlin

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Communications Systems, Inc.

10900 Red Circle Drive

Minnetonka, Minnesota 55343

January 31, 2022

Via EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

  Re:
  Communications Systems, Inc.

  Registration Statement on Form S-4, as amended

  File No. 333-260999

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended,
Communications Systems, Inc. hereby respectfully requests acceleration of the effective date of the above-referenced Registration Statement
so that the same shall become effective as of 4:00 p.m. Eastern Time on Thursday, February 3, 2022, or as soon as practicable thereafter.

If you have any questions regarding this request, please contact April
Hamlin of Ballard Spahr LLP, counsel to the Company, at (612) 371-3211. In addition, please notify Ms. Hamlin when this request for acceleration
has been granted.

Sincerely,

COMMUNICATIONS SYSTEMS, INC.

/s/ Mark D. Fandrich

Mark D. Fandrich

Chief Financial Officer

United States securities and exchange commission logo
November 18, 2021
Mark Fandrich
Chief Financial Officer
Communications Systems Inc.
10900 Red Circle Drive
Minnetonka , Minnesota 55343
Re:Communications Systems Inc.
Registration Statement on Form S-4
Filed November 12, 2021
File No. 333-260999
Dear Mr. Fandrich:
            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 Herbers at 202-551-8028 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       April Hamlin

January  13, 201 4

Via E -mail
Edwin C. Freeman
Chief Financial  Officer
Communications Systems, Inc.
10900 Red Circle Drive
Minnetonka, Minnesota 55343

 Re: Communications Systems, Inc.
Form 10 -K for Fiscal Year E nded December 31, 20 12
  Filed March  15, 201 3
  File No. 001-31588

Dear Mr . Freeman :

We have completed our review of your filing.  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 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 Unite d States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing include s the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Kathleen Krebs, for

Larry Spirgel
Assistant Director

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January 6, 2014

SEC Correspondence

Larry Spirgel

Assistant Director

Securities and Exchange Commission

Washington, D.C. 20549

    Re:
    Communications Systems, Inc.

    Form 10-K for Fiscal Year Ended December 31, 2012

    Filed March 15, 2013

    File No. 001-31588

Dear Mr. Spirgel

This is response to your letter of December
19, 2013, and the following Commission staff comment:

Form 10-K for the Fiscal Year Ended December 31, 2012

Part III Information Incorporated by Reference to Definitive
Proxy Statement filed on April 10, 2013

Compensation Discussion and Analysis, page 13

1. On pages 16 and 17 you discuss objective
performance measures applicable to your Annual Bonus Plan and Long Term Incentive Compensation. Please disclose these measures
and provide additional disclosure to clarify how the actual amounts paid out for 2012 were determined

Response

Based on my conversation with Greg Dundas
of the Commission staff, Communications Systems, Inc. (the “Company”) hereby advises the staff as follows:

In its Form 10-K and Proxy Statement
for the fiscal year ended December 31, 2013, the Company will disclose the target objective performance measures for our Annual
Bonus Plan and Long-Term Incentive Compensation for the year just ended.

The Proxy Statement for the Company’s
2013 Annual Meeting of Shareholders disclosed how the Company calculated the amounts paid. We will continue that disclosure. There
were no Long Term Incentive Awards in 2012 because no plan ended in 2012. There were Stock Options awarded for the plan that began
in 2012 based on 30 % of the Total Target LTI Opportunity.

Representations

The Company acknowledges that it is responsible
for the adequacy and accuracy of the disclosure in the filing.

We understand that 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.

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

Sincerely

Edwin C. Freeman

Chief Financial Officer

Communications Systems, Inc.

December 19, 201 3

Via E -mail
Edwin C. Freeman
Chief Financial  Officer
Communications Systems, Inc.
10900 Red Circle Drive
Minnetonka, Minnesota 55343

 Re: Communications Systems, Inc.
Form 10 -K for Fiscal Year E nded December 31, 20 12
  Filed March  15, 201 3
  File No. 001-31588

Dear Mr . Freeman :

We have reviewed your filing and have the following comment.

Please respond to this letter within ten business days and indicate that you will comply
with our commen t in future filings.   Confirm in writing that you will do so and also explain to us
how you intend to comply.  If  you do not believe our comment applies  to your facts and
circumstances or do not believe compliance in future d isclosure is appropriate, please tell us why
in your response.

After reviewing the information you provide in response to this comment , we may have
additional comments.

Form  10-K for the Fiscal Year Ended December 31, 2012

Part III Information Incorporated by Reference to Definitive Proxy Statement filed on April 10,
2013

Compensation Discussion and Analysis, page 13

1. On pages 16 and 17 you discuss objective performance measures applicable to your
Annual Bonus Plan and Long Term Incentive Compensation.  Please disclose these
measures and provide additional disclosure to clarify how the actual amounts paid out for
2012 w ere determined.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require .  Since the company and its management are

Edwin C. Freeman
Communications Systems, Inc.
December 19 , 2013
Page 2

 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 responding to our comments, please provide  a written sta tement from the company
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 ac tion 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.

You may contact Inessa Kessman , Staff Accounta nt, at (202) 551 -3371 or Terry French ,
Accountant  Branch Chief , at (202) 551 -3828 if you have questions regarding  the financial
statements and related matters.  Please contact Gregory Dundas, Attorney -Advisor,  at (202)  551-
3436 , Ajay Koduri, Attorney -Advis or, at (202) 551 -3310, or me at (202) 551 -3810  with any
other questions.

Sincerely,

 /s/ Kathleen Krebs, for

Larry Spirgel
Assistant Director

November 17, 2010

Via U.S. Mail and Facsimile: (952) 996-1693
Mr. Jeffrey K. Berg
President and Chief Executive Officer Communications Systems, Inc.  10900 Red Circle Drive Minnetonka, MN 55343

Re: Communications Systems, Inc.
  Form 10-K for fiscal year ended December 31, 2009
Filed March 18, 2010, as amended November 12, 2010 File No. 001-31588

Dear Mr. Berg:

We have completed our review of your Form 10-K and have no further comments at this
time.

Sincerely,

Larry Spirgel
        A s s i s t a n t  D i r e c t o r

October 29, 2010

  Mr. Jeffrey K. Berg President and Chief Executive Officer Communications Systems, Inc.  10900 Red Circle Drive Minnetonka, MN 55343
Re:  Communications Systems, Inc.
  Form 10-K for fiscal year ended December 31, 2009
Filed March 18, 2010
Form 10-Q for period ended June 30, 2010 Filed August 10, 2010 File No. 001-31588

Dear Mr. Berg:

 We have reviewed your response letter da ted October 19, 2010 and have the following
comment.  Please respond to this  letter within ten business da ys by amending your filing or by
advising us when you will provide the requested response.

Form 10-K for fiscal year  ended December 31, 2009

Item 9A (T):  Controls and Procedures, page 45

1. We note your response to comments four and fi ve from our letter dated October 1, 2010.
Please revise your conclusion to clearly provide Management's assessment of the
effectiveness of your internal control over financial reporting as of December 31, 2009,
including a statement as to whether or not internal control over fi nancial reporting was
effective.   Additionally , please revise to clearly disclose an y change in your internal control
over financial reporting that occu rred during the last fiscal quarter of 2009 that has materially
affected, or is reasonably likely to materially  affect, your internal control over financial
reporting.

Jeffrey K. Berg Communications Systems, Inc.  October 29, 2010 Page 2

  You may contact Christine Adams, Senior Staff Accountant, at ( 202) 551-3363, or Carlos
Pacho, Senior Assistant Chief Accountant, at (202) 551-3835 if you have questions regarding
comments on the financial statements and rela ted matters.  You may contact Reid Hooper,
Attorney-Adviser, at (202) 551-3359, Robert Bartel mes, Senior Financial Analyst, at (202) 551-
3354, or me, at (202) 551-3810 w ith any other questions.

Sincerely,

/s/Larry Spirgel
        A s s i s t a n t  D i r e c t o r

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COMMUNICATIONS SYSTEMS, INC.

10900 Red Circle Drive

Minnetonka, Minnesota 55343

October 19, 2010

VIA EDGAR  SEC
CORRESPONDENCE

Securities and Exchange
Commission

Washington, D.C.  20549

  Re:

  Communications
  Systems, Inc.

  Form 10-K for fiscal year ended December 31, 2009

  Filed March 18, 2010

  File No. 001-31588

  Form 10-Q for period
  ended June 30, 2010

  Filed August 10, 2010

  File No. 001-31588

Ladies and Gentlemen:

Communications
Systems, Inc. (the “Company”) has received your comment letter dated October 1,
2010 in regard to the above referenced filings.  The Company’s responses follow
the comments included in your letter.

Form 10-K for the year
ended December 31, 2009

Item 7.  Management’s
Discussion and Analysis of Financial Condition and Results of Operations, page
17

Results of Operations,
page 19

SEC Comment

1.             We note your disclosure on page 21 that
international sales decreased 42% in your Transition Networks segment in 2009
due to the impact of the severe global recession and currency fluctuations.
Yet, we notice in the next sentence on page 21 you state that despite customers
delaying or canceling projects, the Company is continuing to invest in
international sales and marketing because long-term projects are promising. If
the Company has any long-term plans or commitments related to international
sales and marketing projects, this information should be discussed in your
management’s discussion and analysis section. In addressing the Company’s
prospective financial condition and operating performance, there are
circumstances, particularly regarding known material trends and uncertainties,
where forward-looking information is required to be disclosed. Please confirm
that you will provide such forward-looking disclosure in future filings.

Company
Response

In making the
statement “long-term projects are promising,” the Company was referring to
potential contracts and other projects that it has not been awarded but that it
is actively pursuing in European and other markets.  The Company has no long-term
plans or commitments related to these potential international sales and
marketing projects.

In future
filings, assuming the situation is similar, the Company would include language
substantially as follows:

“Although some
of the Company customers and potential customers have either delayed or
canceled international projects, the Company is continuing to invest in
international sales and marketing because it believes that, as economic
conditions improve, its long-term prospects for this area are promising.”

The Company
hereby confirms that it will provide appropriate information regarding material
trends and uncertainties pursuant to Regulation S-K, Item 303(a)(2)(ii), where
required, in future filings.

SEC Comment

2.             We
note your disclosure on page 22 that Management is currently implementing
measures to improve the performance of your Austin Taylor segment. We note your
disclosure that management is also considering various strategic alternatives
related to this segment. Confirm that in future filings, if applicable, you
will provide information related to various strategic alternatives considered
by management to improve the performance and results of operations of your
operating segments. Describe what alternatives management is considering and what
effect management believes these alternatives will have on each segment and the
company as a whole.

Company Response

The Company hereby confirms that in future filings, if
applicable, it will provide information related to various strategic
alternatives that management is considering if these alternatives have reached
the point where disclosure is appropriate and required.

Quarterly Operating Results,
page 45

SEC Comment

3.             We refer to the
footnote to your quarterly results. You state that during the first and third
quarters of fiscal 2008, you recognized approximately $2.0 million of revenue
related to services that were invoiced and expensed in fiscal 2007. Please tell
us in more detail about these transactions and your basis of accounting for the
revenue and related expense in different reporting periods.

2

Company
Response

The footnote
under Item 8(b) was intended to provide a cross reference to a discussion of
the revenue recognition policy used by the Company’s JDL Technologies segment (“JDL”)
for one customer beginning in the Company’s 2006 fiscal year.  Under that
policy, because 90% of the amount earned for work performed by JDL under
contracts with the US Virgin Islands Department of Education (“VIDE”) was paid
by the federal government under its eRate program and all payments under the
eRate program required prior approval by the School and Libraries Division of
the Universal Services Administration (“SLD”), JDL did not recognize revenues
under VIDE contracts until approval was given by SLD.  Therefore, with respect
to work performed by JDL for VIDE in 2007, which necessarily involved the
expensing of costs in 2007, JDL did not recognize approximately $2 million in
revenues for this work until 2008 when SLD gave its approval.

The Company
discussed the effect on JDL’s revenues and gross margins resulting from the
application of its revenue recognition policy for VIDE contracts in the 10-K in
“Management’s Discussion and Analysis of Financial Condition and Results of
Operations -- “Results of Operations” in its discussion of JDL’s results under
the captions “2009 Compared to 2008” and “2008 compared to 2007.”  Further, in
addition to the discussion of JDL’s revenue recognition policy for VIDE
contracts in Footnote 1 to the Notes to the Company’s Consolidated Financial
Statements, the Company discussed this policy in the MD&A presentation of “Critical
Accounting Policies” under the caption “Revenue Recognition.”

While the
Company acknowledges the footnote under Item 8(b) could have provided a more
precise cross-reference to JDL’s revenue recognition policy elsewhere in the
Form 10-K Report and, could have also included a cross reference to the
information about the application of this policy in 2007 and 2008 under “Results
of Operations” in its MD&A, the Company believes, that considered as a
whole, it provided adequate disclosure of how JDL’s revenue recognition policy
affected financial results.

Item 9A (T): Controls and
Procedures, page 45

SEC Comment

4.             We refer to
Management’s Report on Internal Control over Financial Reporting. You concluded
that, in the aggregate, no material weakness existed as of December 31, 2009
related to documentation and review of significant accounting judgments and
estimates, balance sheet account reconciliations, financial closing processes
and financial reporting processes at period ends. Please refer to Item
308T(a)(3) of Regulation S-K and revise your conclusion to clearly provide
Management’s assessment of the effectiveness of your internal control over
financial reporting as of the end of the most recent fiscal year, including a
statement as to whether or not internal control over financial reporting was
effective.

Company Response

In future annual reports on Form 10-K, the Company
will include substantially the following disclosure for the respective year:

3

“As a result of our
assessment, our management concluded that as of December 31, 2009, our internal
control over financial reporting is effective.”

We hereby confirm to the Commission that the statement
above is correct with respect to its review as of December 31, 2009, and
respectfully suggest that this confirmation is sufficient and that it is not
necessary that the Company amend its Form 10-K to provide this disclosure.

SEC Comment

5.             Further, we
refer to your disclosure regarding changes in internal control over financial
reporting. You state that during the period covered by your report on Form 10-K
for the year ended December 31, 2009, there was no additional change in your
internal control over financial reporting (as defined in Rule 13a-15(f) under
the Exchange Act) that materially affected, or is reasonably likely to
materially affect, your internal control over financial reporting. Please refer
to Item 308T(b) of Regulation S-K and revise to clearly disclose any change in
your internal control over financial reporting that occurred during the last
fiscal quarter that has materially affected, or is reasonably likely to
materially affect, your internal control over financial reporting.

Company Response

In future filings under Form 10-K, the Company will
include the following disclosure.

“There was no change in the Company’s internal
control over financial reporting that occurred during the Company’s most
recently completed fiscal quarter that has materially affected, or is
reasonably likely to materially affect, the Company’s internal control over
financial reporting.”

We hereby confirm to the Commission that the statement
above is correct for the quarter ended December 31, 2009, and respectfully
suggest that this confirmation is sufficient and that it is not necessary that
the Company amend its Form 10-K to provide this disclosure.

Definitive Proxy
Statement filed on Schedule 14A Incorporated by Reference Selecting

Nominees for Election to
the Board, page 4

SEC
Comment

6.             In future
filings, please disclose whether, and if so how, the Governance and Nominating
Committee considers diversity in identifying nominees for director. Refer to
Item 407(c)(2)(vi) of Regulation S-K.

4

Company
Response

The Company hereby confirms that in future filings, it
will provide the information with respect to consideration of diversity in
identifying nominees for directors as required by Item 407(c)(2)(vi) of
Regulation S-K.

Role of the Compensation
Committee and the Board, page 11

SEC Comment

7.             We note the
Compensation Committee was advised by an independent consulting firm in
connection with determining 2010 base salary compensation of the Named
Executive Officers and other executives. In future filings, if applicable, please
disclose whether the decision to engage the compensation consultant was made or
recommended by management. Refer to Item 407(e)(3)(iii)(A) of Regulation S-K.

Company Response

The Company hereby represents that, if applicable in
future filings, in accordance with Item 407(e)(3)(iii)(A) of Regulation S-K,
the Company will disclose whether the decision to engage a compensation
consultant was made or recommended by management.

Summary Compensation Table,
page 14

SEC Comment

8.             We note you
include two separate columns in the table related to incentive plan
compensation awarded to your named executive officers. However, we note both
columns relate to cash incentive compensation.  Therefore, in future filings
please report cash incentive plan compensation payable to your named executive
officers under one column titled “Non-Equity Incentive Plan Compensation.”
Please refer to column (g) of the Summary Compensation Table for smaller
reporting companies described in Item 402(n) of Regulation S-K.  To enhance disclosure,
please consider providing a narrative description of the material factors
necessary to an understanding of the information disclosed in the Summary
Compensation Table.  This may include a discussion of the material terms of
your short-term and long-term non-equity incentive plan compensation awarded to
named executive officers.  Refer to Item 402(o) of Regulation S-K, specifically
sub-paragraph (5).

Company Response

In future filings, the Company will report all cash
incentive plan compensation payable to its named executive officers under a
single column titled “Non-Equity Incentive Plan Compensation.”  The Company
also notes your additional comments with respect to the disclosure and
providing a narrative description of the material factors necessary for the
understanding of information disclosed in the Summary Compensation Table and
will provide additional narrative information related to those factors in
future filings.

5

Director
Compensation, page 16

SEC Comment

9.             In future
filings, for awards of stock options, please disclose in the table the
aggregate grant date fair value computed in accordance with FASB ASC Topic 718.
Refer to Item 402(r)(2)(iv) of Regulation S-K.

Company Response

For stock option awards
made to Company directors in 2009, the aggregate grant date fair value computed
in accordance with FASB AFC Topic 718 (formerly FAS 123R) was identical to the
amount of compensation recognized by the Company in 2009 because all options
were granted and vested in the same year.  In future filings, the Company will
disclose in the table the aggregate grant date fair value computed in
accordance with FASB ASC Topic 718 and Item 402(r)(2)(iv) of Regulation S-K.

SEC Comment

10.          We note
your disclosure in footnote three to the table that Mr. Sampson received cash
compensation of $130,000 for consulting services in 2009. We also note this is
not disclosed in the table. Please provide supplemental disclosure discussing
the consulting services provided to the Company by Mr. Sampson in 2009. In future
filings, please include tabular disclosure of consulting fees earned from, or
paid by you to a non-employee member of your Board of Directors as “All Other
Compensation” in the table. Refer to Item 402(r)(2)(vii)(F) of Regulation S-K.
In addition, supplement the Director Compensation table with a description of
any consulting services provided to the Company by a non-employee director.
Finally, file any consulting agreements as exhibits pursuant to Item 601(b)(10)
of Regulation S-K.

Company Response

Curtis A.
Sampson founded the Company in 1969 and was its only Chairman and CEO until
June 2007.  At that time he stepped down as CEO but continued in the role of
Chairman of the Board.  The consulting agreement with Mr. Sampson is intended
to ensure that the Company would have access to the wealth of knowledge and
experience he developed over 37 years and compensate him for being available to
advise and support management with  respect to all aspects of the Company’s
business and operations.

During 2009, Mr.
Sampson consulted with the Company’s CEO, and on occasion with other officers
and directors, on a wide variety of matters, including the Company’s investment
strategy, overall Company strategic planning and specific acquisition
opportunities, the Company’s oversea operations and its foreign subsidiaries,
internal controls and internal audit matters, and succession planning.  Mr
Sampson also supported ongoing activities of the Compensation Committee,
Finance Committee, and Governance Committee.

In future filings
the Company will report Mr. Sampson’s consulting compensation under “All Other
Compensation” in the director compensation table required by Item
402(r)(2)(vii)(F) of Regulation S-K, along with disclosure of compensation paid
to other directors that does not fall under the other categories specified in
Item 402(r)(1), and, in each case, disclosure of this other compensation will
be accompanied by a description in a footnote of  what services were
performed.  Finally, we will file the agreement pertaining to Mr. Sampson’s
consulting services as an exhibit in the Company’s Form 10-Q report for the
quarter and nine months ending September 30, 2010.

6

Form
10-Q for the period ended June 30, 2010

Item 4:  Controls and
Procedures, page 23

SEC Comment

11.          On page 23,
you have provided disclosures regarding the Operating Effectiveness of
Accounting and Control Procedures. However, you are required by Item 307 of
Regulation S-K to disclose the conclusions of your principal executive and
principal financial officers in clear and unqualified language regarding the
effectiveness of your disclosure controls and

October 1, 2010
 Mr. Jeffrey K. Berg President and Chief Executive Officer Communications Systems, Inc.  10900 Red Circle Drive Minnetonka, MN 55343

Re:  Communications Systems, Inc.
  Form 10-K for fiscal year ended December 31, 2009
Filed March 18, 2010 File No. 001-31588  Form 10-Q for period ended June 30, 2010 Filed August 10, 2010 File No. 001-31588
Dear Mr. Berg:
 We have reviewed your filing and have the following 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 within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.

Form 10-K for fiscal year  ended December 31, 2009

 Item 7. Management’s Discussion and Analys is of Financial Condition and Results of
Operations, page 17
 Results of Operations, page 19

1. We note your disclosure on page 21 that in ternational sales decreased 42% in your
Transition Networks segment in 2009 due to th e impact of the severe global recession
and currency fluctuations.  Yet, we notice in  the next sentence on page 21 you state that
despite customers delaying or canceling projects, the Company is continuing to invest in
international sales and marketing because long-term projects are promising.  If the

Jeffrey K. Berg Communications Systems, Inc.  October 1, 2010 Page 2

Company has any long-term plans or commit ments related to international sales and
marketing projects, this information shoul d be discussed in your management’s
discussion and analysis sec tion.  In addressing the Comp any’s prospective financial
condition and operating performance, there ar e circumstances, part icularly regarding
known material trends and uncertainties, wher e forward-looking information is required
to be disclosed.  Please confirm that you will provide such forward-looking disclosure in
future filings.

2. We note your disclosure on page 22 that Management is currently implementing
measures to improve the performance of your  Austin Taylor segment.  We note your
disclosure that management is  also considering various stra tegic alternatives related to
this segment.  Confirm that in future filings, if applicable, you will provide information related to various strategic alternatives considered by management to improve the
performance and results of operations of your operating segments.  Describe what
alternatives management is considering and what effect  management believes these
alternatives will have on each segment and the company as a whole.

Quarterly Operating Results, page 45

3. We refer to the footnote to your quarterly result s.  You state that dur ing the first and third
quarters of fiscal 2008, you recognized approxi mately $2.0 million of revenue related to
services that were invoiced and expensed in fiscal 2007.  Please tell us in more detail
about these transactions and your basis of accounting for the revenue and related expense
in different reporting periods.

Item 9A (T):  Controls and Procedures, page 45

4. We refer to Management’s Report on Intern al Control over Fina ncial Reporting.  You
concluded that, in the aggregate, no mate rial weakness existed as of December 31, 2009
related to documentation and review of significant accounting judgments and estimates,
balance sheet account reconcilia tions, financial closing proc esses and financial reporting
processes at period ends.  Please refer to It em 308T(a)(3) of Regulation S-K and revise
your conclusion to clearly provi de Management's assessment of the effectiveness of your
internal control over financial reporting as of the end of the most recent fiscal year,
including a statement as to whether or not internal control over fi nancial reporting was
effective.

5. Further, we refer to your disclosure regardi ng changes in internal control over financial
reporting.  You state that dur ing the period covered by your report on Form 10-K for the
year ended December 31, 2009, there was no add itional change in your internal control
over financial reporting (as defined in Rule  13a-15(f) under the Exchange Act) that
materially affected, or is reas onably likely to materially aff ect, your internal control over
financial reporting.  Please refer to Item 308T (b) of Regulation S-K a nd revise to clearly
disclose any change in your internal contro l over financial reporti ng that occurred during

Jeffrey K. Berg Communications Systems, Inc.  October 1, 2010 Page 3

the last fiscal quarter  that has materially affected, or is reasonabl y likely to materially
affect, your internal cont rol over financial reporting.

Definitive Proxy Statement filed on Sche dule 14A Incorporated by Reference

 Selecting Nominees for Election to the Board, page 4

6. In future filings, please disclose whether, and if so how, the Governance and Nominating
Committee considers diversity in identifying nominees for director.  Refer to Item
407(c)(2)(vi) of Regulation S-K.
 Role of the Compensation Committee and the Board, page 11

7. We note the Compensation Committee was advise d by an independent consulting firm in
connection with determining 2010 base sala ry compensation of the Named Executive
Officers and other executives.  In future filings, if applicable, please disclose whether the decision to engage the compensation c onsultant was made or recommended by
management.  Refer to Item 407(e )(3)(iii)(A) of Regulation S-K.
 Summary Compensation Table, page 14

8. We note you include two separate columns in the table related to incentive plan
compensation awarded to your named executi ve officers.  However, we note both
columns relate to cash incentive compensation.  Therefore, in future filings please report
cash incentive plan compensation payable to your named executive officers under one
column titled “Non-Equity Incentive Plan Comp ensation.”  Please refer to column (g) of
the Summary Compensation Table for smalle r reporting companies described in Item
402(n) of Regulation S-K.  To enhance disclo sure, please consider providing a narrative
description of the material factors necessary to an understanding of the information
disclosed in the Summary Compensation Table.   This may include a discussion of the
material terms of your short-term and long- term non-equity incentive plan compensation
awarded to named executive officers.  Re fer to Item 402(o) of Regulation S-K,
specifically sub-paragraph (5).
Director Compensation, page 16

9. In future filings, for awards of stock options , please disclose in the table the aggregate
grant date fair value computed in accordan ce with FASB ASC Topic 718.  Refer to Item
402(r)(2)(iv) of Regulation S-K.
10. We note your disclosure in footnote three to  the table that Mr. Sampson received cash
compensation of $130,000 for consulting services  in 2009.  We also note this is not
disclosed in the table.  Please provide suppl emental disclosure discussing the consulting
services provided to the Company by Mr. Sa mpson in 2009.  In future filings, please

Jeffrey K. Berg Communications Systems, Inc.  October 1, 2010 Page 4

include tabular disclosure of consulting fees earned from, or paid by you to a non-
employee member of your Board of Directors as “All Other Co mpensation” in the table.
Refer to Item 402(r)(2)(vii)(F) of Regulation S- K.  In addition, supplement the Director
Compensation table with a description of any consulting services provided to the
Company by a non-employee director.  Finally, f ile any consulting agreements as exhibits
pursuant to Item 601(b)(10) of  Regulation S-K.

Form 10-Q for the period ended June 30, 2010

Item 4:  Controls a nd Procedures, page 23

11. On page 23, you have provided disclosures re garding the Operating Effectiveness of
Accounting and Control Procedures.  Ho wever, you are required by Item 307 of
Regulation S-K to disclose the conclusions of your principal ex ecutive and principal
financial officers in clear and unqualified la nguage regarding the effectiveness of your
disclosure controls and procedures.  Please revise accordingly to disclose the conclusion
of your principal executive and principal financ ial officers, regarding the effectiveness of
your disclosure controls and procedures (as defined in Rule 13a-15 (e) or Rule 15d-15 (e)
under the Exchange Act) as of the end of th e period covered by your Form 10-Q for the
six months ended June 30, 2010.

12. You state that during the period covered by your report on Form 10-Q for the six months
ended June 30, 2010, there was no additional ch ange in your internal control over
financial reporting (as defined in Rule 13a-15(f) under the Exch ange Act) that materially
affected, or is reasonably likely to materially  affect, your internal control over financial
reporting.  Please refer to Item 308T(b) of Regul ation S-K and revise to clearly disclose
any change in your internal control over fi nancial reporting that o ccurred during the last
fiscal quarter  that has materially affected, or is reasonably likely to materially affect,
your internal control ove r financial reporting.

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 include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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 comme nt, please provide, in writing, a statement
from the company acknowledging that:
• the company is responsible for the adequacy an d accuracy of the disclo sure 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

Jeffrey K. Berg Communications Systems, Inc.  October 1, 2010 Page 5

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

  You may contact Christine Adams, Staff Accountant, at (202) 551-3363, or Terry French,
Accountant Branch Chief, at (202) 551-3828 if you have questions regarding comments on the
financial statements and related matters.  You may contact Reid Hooper, Attorney-Adviser, at
(202) 551-3359, Robert Bartelmes, Senior Financial Analyst, at (202) 551-3354, or me, at (202)
551-3810 with any other questions.

Sincerely,

Larry Spirgel
        A s s i s t a n t  D i r e c t o r

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

       DIVISION OF
CORPORATION FINANCE

 Mail Stop 3720           December 19, 2008  Mr. Jeffrey K. Berg  President, Chief Executive Officer and Director Communications Systems, Inc.  10900 Red Circle Drive Minnetonka, MN  55343
 RE: Communications Systems, Inc.
Form 10-K for the year ended December 31, 2007
  Filed March 31, 2008   File No. 001-31588

 Dear Mr. Berg:
 We have completed our review of your Form 10-K and have no further comments
at this time.

Sincerely,

        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

Communications Systems, Inc., December 15, 2008

Communications Systems, Inc.
10900 Red Circle Drive
Minnetonka, MN 55343

December 15, 2008

Mr. Larry Siegel

Assistant Director

Securities and Exchange Commission

Mail Stop 3720

Washington, D.C.  20549

Re:

Communications Systems, Inc.

Form 10-K for year ended December 31, 2007

Filed on March 31, 2008

File No. 000-31588

Dear Mr. Siegel:

As requested, Communications Systems, Inc. (“we” or the “Company”) hereby responds to your letter dated November 21, 2008 commenting on our Form 10-K for the year ended December 31, 2007 (the “ 2007 10-K”) and information in the proxy statement for the 2008 Annual Meeting of Shareholders that was incorporated by reference.  For convenience and clarity, we have set forth the text of your comments below.

Form 10-K for the year ended December 31, 2007

Item 1A.  Risk Factors, page 9

1.         In future filings, please set forth each risk factor under a subcaption that adequately describes the risk.  Refer to Item 503(c) of Regulation S-K.

We acknowledge that sub-captions should have been provided for each risk presented under Item 1A in the 2007 10-K.  As you have requested, we will, in future filings, supply sub-captions that adequately describe each risk as required by Item 503(c) of Regulation S-K.

2.         We note the disclosure under your first bullet point of this section indicating that management had not yet completed “the process of documenting and testing its internal controls as required by the Sarbanes-Oxley Act of 2002.”  However, later under Item 9A, your disclosure indicates that management conducted an evaluation of the company’s internal control over financial reporting as of December 31, 2007, and concluded that it was not effective.  Please advise.

We now recognize the inconsistency between our disclosure under Item 1A in the 2007 10-K and our disclosure under Item 9A in regard to our compliance with the Sarbanes Oxley Act of 2002.  The intent of the disclosure under Item 1A was to indicate that, although we were in compliance with Section 404, we did have a material weakness as indicated in Item 9A, that the remediation of our material weakness was an ongoing process and that there could be no assurance we would be successful in our efforts.  The disclosure under Item 1A should have more clearly indicated that we did conduct an evaluation of internal control over financial reporting as of December 31, 2007 (as required under Section 404), and that a material weakness was identified.

December 15, 2008

Page 2

Item 5.   Market for Registrant’s Common Equity and Related Stockholder Matters, page 12

Repurchases of Issuer’s Equity Securities, page 14

3.         In future filings, please comply with Item 703 of Regulation S-K.  Specifically, please include footnote disclosure provided by Instruction 2 to paragraphs (b)(3) and (b)(4) of Item 703 relating to all repurchasing plans publicly announced.  We note the adoption of a plan during your third quarter of 2007; however, appropriate footnote disclosure was not included in your third quarter Form 10-Q either.

We now recognize that our 2007 10-K did not contain a disclosure which fully complied with Item 703 of Regulation S-K.  Both in our future 10-Ks, and in our future quarterly reports on Form 10-Q, we will comply with Item 703, including supplying appropriate footnotes as required by Instruction 2 to paragraphs (b)(3) and (b)(4) of Item 703.

Item 7.   Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 16

4.         In future filings, please consider including an “overview” section that provides a balanced, executive-level discussion identifying, on a past and prospective basis, the most important themes or other significant matters with which management is concerned primarily in evaluating the company’s financial condition and operating results.  A good introduction or overview would:

•

include economic or industry-wide factors relevant to the company and serve to inform the reader about how the company earns revenues and income and generates cash without merely duplicating disclosure in the Description of Business section; and

•

provide insight into material opportunities, challenges and risks, such as those presented by known material trends and uncertainties, on which the company’s executives are most focused for both the short and long term, as well as the actions they are taking to address these opportunities, challenges and risks.

We accept this recommendation, and in future filings on Form 10-K we will provide an “overview section” for Item 7, Management’s Discussion and Analysis of Form 10-K. Further, we appreciate the specific suggestions you have made and will use them in guiding the preparation of this overview.

December 15, 2008

Page 3

5.         In future filings, you should consider providing more analysis as to reasons behind your period-to-period changes in your “results of operations” section.  More detail should be provided as to why line items have changed and whether any changes have prospective implications.  In addressing prospective financial condition and operating performance, these are circumstances, particularly regarding known material trends and uncertainties, where forward-looking information is required to be disclosed.

While we believe we have provided some analysis of period-to-period changes in our results of operation section, we recognize that our analysis of past performance could provide additional information regarding the reasons for period-to-period changes, which we will endeavor to supply in our future filings.  Additionally, in our future filings, we will consider providing forward looking information where trends and uncertainties are known and such trends and uncertainties are material.

Definitive Proxy Statement Incorporated By Reference Into Part III of Form 10-K

Role of the Compensation Committee and the Board, page 8

6.         For purposes of Item 407(e)(3)(ii) of Regulation S-K, please identify in future filings, any role executive officers of the company have in determining or recommending the amount of or form of executive and director compensation.

No executive officer of the Company “determines” the amount or form of compensation paid to any executive officer or to directors.  The determination of compensation paid to executive officers and directors is entirely within the purview of the Compensation Committee.  In determining compensation of executive officers, the Compensation Committee solicits advice and recommendations from the CEO and CFO regarding compensation paid to officers other than themselves.  In our future filings, as required by Item 407(e)(3)(ii) of Regulation SK, we will provide this and related information regarding the role executive officers have in determining or recommending the amount of or form of executive and director compensation.

7.         We note your disclosure on page 9 related to the Compensation Committee’s use of surveys in determining “competitive levels of overall cash compensation.”  It appears that the Compensation Committee uses the surveys underlying the comparable companies for benchmarking purposes.  If so, you must identify the companies used in the surveys.  In future filings, for purposes of Item 402(b)(2)(xiv) of Regulation S-K, please identify the benchmarked companies.

Our use of the word “determining” in our statement that the Compensation Committee uses surveys in determining “competitive levels of overall cash compensation” was not intended to suggest that surveys are used for benchmarking purposes.  Rather, surveys are used as one point of reference along with others in making a judgment as to whether or not cash compensation is “competitive.”  In addition, because we are a smaller reporting company under Rule 12b-2 of the Exchange Act, Item 402(b)(2)(xiv) of Regulation S-K is not applicable pursuant to Item 402(l) of Regulation S-K, and there does not appear to be any corresponding requirement contained in the applicable provisions of Item 402, sub-paragraphs (m) to (r) of Regulation S-K.

December 15, 2008

Page 4

Compensation Philosophy and Overview of Executive Officers Compensation, page 9

8.         If future filings, please expand your analysis to discuss your compensation philosophy in the context of the actual levels of compensation paid for the last completed fiscal year.  For example, discuss how the amounts paid with respect to your non-equity incentive plan compensation relate to the actual targets set for each performance measure.

This comment appears to stem from the requirements of Item 402(b) of Regulation S-K which is applicable to reporting companies other than smaller reporting companies.  Because we are a smaller reporting company, subject to subparagraphs (m) through (r) of Item 402 of Regulation S-K, rather than sub-paragraphs (a) to (k), we have opted to provide scaled disclosure rather than the disclosure required under Item 402(b).  Further, we believe we have supplied greater narrative information than what appears to be called for by Item 402, subparagraphs (o) and (q).

Discussion of Elements of Executive Officer Compensation, page 9

9.         We note that base salary and annual incentive plan awards are tied to the achievement of specified performance targets.  In future filings, please disclose the performance targets that are used in the adjustment of base salary and those performance targets set for the achievement of incentive compensation.  If you believe that disclose of performance goals is not required because it would result in competitive harm such that you may omit this information under Instruction 4 to Item 402(b) of Regulation S-K, please provide in your response letter a detailed explanation of such conclusion.  If you believe you have a sufficient basis to keep the information confidential, disclose in future filings how difficult it would be for the executive or how likely it would be for you to achieve the undisclosed
performance goal.  Please note that general statements regarding the level of difficulty or ease associated with achieving the goals are not sufficient.  In discussing how difficult it will be for an executive or how likely it will be for you to achieve the performance goals, provide as much detail as necessary without providing information that would result in competitive harm.

This comment also seems to be based upon the requirements of Item 402(b) of Regulation S-K which we do not consider to be applicable to us for the reasons stated above.  In addition, disclosure of performance targets would provide competitive harm, but we do not think it is necessary to make a showing of competitive harm given that the inapplicability of Items 402(b).  Also, as stated above, we believe that the level of our disclosure is more than what would be considered an adequate level of disclosure by a smaller reporting company and are willing to provide such disclosure given that it does provide investors with a better understanding of our compensation policies and practices.

December 15, 2008

Page 5

Summary Executive Compensation Table, page 11

10.       It appears that amounts that you have characterized as bonus awards to your executive officers are based on satisfaction of performance targets that were pre-established and communicated to your executives.  Therefore, in future filings, these amounts should be reported in your summary compensation table as non-equity incentive plan awards.  Amounts disclosed under the bonus column should only be awards that were purely discretionary without correlation to satisfaction of specific performance measures.

Given that annual incentive payments earned by executives are based upon meeting pre-established performance targets that have been communicated to executives, we will discontinue referring to these payments as bonus awards.  In the future we will either present this compensation information in a separate column captioned “Short Term, Non-Equity Incentive Compensation” (in order to distinguish it from long term Non-Equity Incentive Plan Compensation) or combine the short term and long term non-equity incentive plan compensation in one column together with footnote disclosure regarding amounts earned under each category.

11.       We note your disclosure in footnote four discussing Mr. Sampson’s retirement from the position of Chief Executive Officer in June of 2007.  In addition, we note the company’s disclosure stating Mr. Sampson continued as Chairman of the Board of Directors’ after June of 2007.   Please confirm in your response letter that the amount of Mr. Sampson’s compensation earned as a Director would not have required disclosure under the “Director Compensation” table on page 13, or in an appropriate footnote to the “Summary Executive Compensation” table on page 11.

Mr. Curtis Sampson was not separately compensated as a director in 2007.  In the period following his retirement as Chief Executive Officer in June 2007 Mr. Sampson continued as an employee of the Company for the remainder of the year and received compensation only as an employee of the Company consistent with the Company’s policy that employees serving as directors are not separately compensated for service on the Board.  After June 2007, as an employee of the Company, Mr. Sampson provided transitional support to his successor, Mr. Berg, in various areas of the Company’s business, including, but not limited to, implementing improvements in cash management and providing advice on operational and accounting issues related to the business activities of the Company’s subsidiary JDL Technologies subsidiary with the US Virgin Islands Department of Education.  The following paragraph provides further
detail regarding Mr. Sampson’s compensation after June 2007.

December 15, 2008

Page 6

Mr. Sampson was the principal founder of the Company and its only CEO for 37 years and possesses a wealth of experience and understanding of the Company’s business.  Accordingly, the Company’s Board of Director and, in particular, its Compensation Committee agreed with Mr. Sampson that he would have greater continuing role with the Company after June 2007 than is expected of other non-executive directors and that he should receive compensation substantially greater than that paid to other non-executive directors.  Prior to June 2007, Mr. Sampson received base compensation at the annual rate of $212,000 and participated in the annual bonus plan, as well as the long term non-equity incentive plan, and it was agreed he would continue at this level of compensation for several months after stepping down as CEO in consideration for his role in facilitating a smooth transition to a new CEO.  In October
2007 the Compensation Committee recommended, and the Board approved, effective November 1, 2007, reducing Mr. Sampson’s base compensation as an employee to the annual rate of $172,500, along with proportionate reductions in his incentive compensation opportunities, and also approved that this level of compensation would remain in effect until the 2008 Annual Meeting of Shareholders.  This level of compensation recognized Mr. Sampson would, for a number of months into 2008, continue to devote a substantial amount of time to working with Mr. Berg on transition issues.  In addition, in October 2007, the Compensation Committee recommended, and the Board approved that, beginning as of the date of the 2008 Annual Shareholders Meeting (which was held on May 21, 2008), Mr. Sampson would (a) begin receiving compensation at the annual rate of $130,000, as well as a Company car and cell phone, in consideration for providing on-going consulting services to the Company and (b) begin
receiving, separately, cash and option compensation for service as a director that was equal to the compensation paid to

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720

November 21, 2008
  Mr. Jeffrey K. Berg  President, Chief Executive Officer and Director Communications Systems, Inc.  10900 Red Circle Drive Minnetonka, MN  55343
 RE: Communications Systems, Inc.
Form 10-K for the year ended December 31, 2007
  Filed March 31, 2008   File No. 001-31588

 Dear Mr. Berg:
We have reviewed your filing and have the following comments.  If you disagree with a
comment, we will consider your explanation as to why it is inapplicable or a revision is
unnecessary.  Please be as detailed as  necessary in your explanation.
  Please comply with our comments in future  filings.  Confirm in writing that you will do
so and also explain to us how you intend to compl y.  Please do so within the time frame set forth
below.  Please understand that after our revi ew of your responses, we may raise additional
comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements 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 aspe ct of our review.  Feel free to call us at
the telephone numbers listed at  the end of this letter.

Form 10-K for the year ended December 31, 2007

 Item 1A.  Risk Factors, page 9

 1. In future filings, please set forth each risk  factor under a subcap tion that adequately
describes the risk.  Refer to Item  503(c) of Regulation S-K.

Communications Systems, Inc.
November 21, 2008 Page 2

2. We note the disclosure under your first bul let point of this section indicating that
management had not yet completed “the proc ess of documenting and testing its internal
controls as required by the Sarbanes-Oxley Act of 2002.”  However, later under Item 9A,
your disclosure indicates that management conducted an evaluation of the company’s
internal control over financial reporting as  of December 31, 2007, and concluded that it
was not effective.  Please advise.
 Item 5.  Market for Registrant’s Common Equ ity and Related Stockholder Matters, page 12

 Repurchases of Issuer’s E quity Securities, page 14

 3. In future filings, please comply with Item 703 of Regulation S-K.  Specifically, please
include footnote disclosure provided by Instruc tion 2 to paragraphs (b)(3) and (b)(4) of
Item 703 relating to all repurchasing plans publicly announced.  We note the adoption of
a plan during your third quarter of 2007; how ever, appropriate footnote disclosure was
not included in your third quarter Form 10-Q either.
 Item 7.  Management’s Discussion and Analys is of Financial Condition and Results of
Operations, page 16
4. In future filings, please consider includi ng an “overview” section that provides a
balanced, executive-level discus sion identifying, on a past and prospective basis, the most
important themes or other significant matte rs with which management is concerned
primarily in evaluating the company's fina ncial condition and ope rating results. A good
introduction or overview would:

• include economic or industry-wide factor s relevant to the company and serve
to inform the reader about how the company earns revenues and income and generates cash without merely duplicati ng disclosure in th e Description of
Business section; and

• provide insight into material opportun ities, challenges and risks, such as
those presented by known material tre nds and uncertainties, on which the
company’s executives are most focused for both the short and long term, as well as the actions they are taking to address these opportunities, challenges
and risks.
 5. In future filings, you should consider providi ng more analysis as to  reasons behind your
period-to-period changes in your “results of operations” section.  Mo re detail should be
provided as to why line items have changed and whether any changes have prospective
implications.  In addressing prospective fi nancial condition and operating performance,
there are circumstances, particularly regardi ng known material trends and uncertainties,
where forward-looking information is required to be disclosed.

Communications Systems, Inc.
November 21, 2008 Page 3

Definitive Proxy Statement Incorporated By Reference Into Part III of Form 10-K

 Role of the Compensation Committee and the Board, page 8

 6. For purposes of Item 407(e)(3)(ii) of Regulati on S-K, please identify in future filings, any
role executive officers of the company have in determining or recommending the amount
of or form of executive and director compensation.
 7. We note your disclosure on page 9 relate d to the Compensation Committee’s use of
surveys in determining “competitive levels of overall cash compensation.”  It appears that the Compensation Committee uses the surveys underlying the comparable companies for benchmarking purposes.  If so, you must identify  the companies used in the surveys.  In
future filings, for purposes of Item 402(b)(2)(xiv) of Regulation S-K, please identify the benchmarked companies.
 Compensation Philosophy and Overview of  Executive Officer Compensation, page 9

 8. In future filings, please expand your analysis  to discuss your compensation philosophy in
the context of the actual levels of compensati on paid for the last completed fiscal year.
For example, discuss how the amounts paid with respect to your non-equity incentive
plan compensation relate to the actual ta rgets set for each performance measure.

Discussion of Elements of Execu tive Officer Compensation, page 9

 9. We note that base salary and annual incentive plan awards are tied to the achievement of
specified performance targets.  In future filings, please disclose the performance targets that are used in the adjustment of base sa lary and those performa nce targets set for the
achievement of incentive compensation.  If you believe that disclosure of performance
goals is not required because it would result in competitive harm such that you may omit this information under Instruction 4 to Item 402(b) of Regulation S-K, please provide in
your response letter a detailed explanation of such conclusi on.  If you believe you have a
sufficient basis to keep the information conf idential, disclose in future filings how
difficult it would be for the executive or how likely it would be for you to achieve the
undisclosed performance goal.  Please note that  general statements regarding the level of
difficulty or ease associated with achieving th e goals are not sufficient.  In discussing
how difficult it will be for an executive or how likely it will be for you to achieve the
performance goals, provide as much detail as necessary without providing information
that would result in competitive harm.
 Summary Executive Compensation Table, page 11

 10. It appears that amounts that you have char acterized a bonus awards to your executive
officers are based on satisfacti on of performance targets that  were pre-established and
communicated to your executives.  Therefore, in future filings, these amounts should be
reported in your summary compensation tabl e as non-equity incentive plan awards.

Communications Systems, Inc.
November 21, 2008 Page 4
Amounts disclosed under the bonus column should only be awards that were purely discretionary without correlation to satisfa ction of specific performance measures.
 11. We note your disclosure in footnote four di scussing Mr. Sampson’s retirement from the
position of Chief Executive Officer in June of 2007.  In addition, we note the company’s
disclosure stating Mr. Sampson continued as Chairman of the Board of Directors after
June of 2007.  Please confirm in your respons e letter that the amount of Mr. Sampson’s
compensation earned as a Director would not have required disclosure under the
“Director Compensation” table on page 13, or in an appropriate footnote to the
“Summary Executive Compensation” table on page 11.
 Director Compensation, page 13

 12. We note your current report on form 8-K,  filed with the Commission on June 22, 2007,
announcing the retirement of Wayne E. Sampso n as a director on June 21, 2007.  Please
confirm in your response lett er that the amount of Mr. Sa mpson’s compensation earned
prior to his retirement would not have re quired him to be included as part of the
company’s director compensation disclosu res required under Item 402(r) of Regulation
S-K.

*    *    *    *

Please respond to these comments within 10 business days or tell us when you will
provide us with a response.  Please furnish a lett er that keys your respon ses to our comments and
provides any requested information.  Detailed letter s greatly facilitate our review.  Please file
your letter over EDGAR.  Please understand th at we may have addi tional 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 comp any and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of
the disclosures they have made.     In connection with responding to our comme nt, please provide, in writing, a statement
from the company acknowledging that
• the company is responsible for the adequacy an d accuracy of the disclo sure 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 federa l securities laws of  the United States.

Communications Systems, Inc.
November 21, 2008 Page 5
 In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filings or in response to our  comments on your filings.

You may contact Reid Hooper, Staff Attorn ey, at (202) 551-3359, or  me, at (202) 551-
3810 with any questions.            S i n c e r e l y ,
Assistant Director
         L a r r y  S p i r g e l