June 17, 2005


By facsimile to (702) 796-7181 and U.S. Mail


Mr. Douglas H. Caszatt
Acting Chief Financial Officer, Secretary, and Controller
VendingData Corporation
6830 Spencer Street
Las Vegas, NV 89119

RE:	VendingData Corporation
	Pre-effective Amendment 1 to Registration Statement on Form
S-3
	Filed June 1, 2005
	File No. 333-123401

Dear Mr. Caszatt:

	We reviewed the filing and have the comments below.

Selling Stockholders

1. Refer to prior comment 2.  If the persons identified in
footnotes
1-14 share voting and investment control over the securities held
by
the beneficial owner, you must identify the persons with whom they
share voting and investment control because those persons also
would
be beneficial owners with the meaning of Rule 13d-3.
Alternatively,
if the persons identified in footnotes 1-14 have sole voting and
investment control over the securities held by the beneficial
owner,
indicate that the identified persons have sole voting and
investment
control.

2. Refer to prior comment 5.  The disclosure on page 18 is unclear
whether the selling stockholders who are broker dealer affiliates
purchased in the ordinary course of business the securities that
they
are selling.  Likewise, the disclosure on page 18 is unclear
whether
the selling stockholders who are broker dealer affiliates had any
agreements or understandings, directly or indirectly, with any
person
to distribute the securities at the time of their purchase.
Please
revise.

Exhibit 5.1

3. Delete the statement that counsel assumes that a sufficient
number
of shares will be authorized and available for issuance.

Closing

	File an amendment to the S-3 in response to the comments.  To
expedite our review, you may wish to provide us three marked
courtesy
copies of the amendment.  Include with the filing any supplemental
information requested and a cover letter tagged as correspondence
that keys the responses to the comments.  If you think that
compliance with any of the comments is inappropriate, provide the
basis in the letter.  We may have additional comments after review
of
the amendment, the responses to the comments, and any supplemental
information.

	We urge all persons responsible for the registration
statement`s
accuracy and adequacy to make certain that all information
required
under the Securities Act of 1933 is included.  Since VendingData
and
its management are in possession of all facts relating to the
disclosure in the registration statement, they are responsible for
the adequacy and accuracy of the disclosures that they have made.

      If VendingData requests acceleration of the registration
statement`s effectiveness, VendingData should furnish a letter at
the
time of the request acknowledging that:

* Should the Commission or the staff acting by delegated authority
declare the registration statement effective, it does not
foreclose
the Commission from taking any action on the filing.

* The action of the Commission or the staff acting by delegated
authority in declaring the registration statement effective does
not
relieve VendingData from its full responsibility for the adequacy
and
accuracy of the registration statement`s disclosures.

* VendingData may not assert our comments or the declaration of
the
registration statement`s effectiveness as a defense in any
proceedings initiated by the Commission or any person under the
United States` federal securities laws.

	The Commission`s Division of Enforcement has access to all
information that you provide us in our review of the registration
statement or in response to our comments on the registration
statement.

	We will consider a written request for acceleration of the
registration statement`s effectiveness under Rule 461 of
Regulation C
under the Securities Act as confirmation that those requesting
acceleration are aware of their responsibilities under the
Securities
Act and the Exchange Act as they relate to the proposed public
offering of the securities specified in the registration
statement.
We will act on the request and by delegated authority grant
acceleration of the registration statement`s effectiveness.

	We direct your attention to Rules 460 and 461 of Regulation C
under the Securities Act on requesting acceleration of a
registration
statement`s effectiveness.  Allow adequate time after the filing
of
any amendment for further review before submitting a request for
acceleration.  Provide this request at least two business days
before
the requested effective date.

      You may direct questions on comments and other disclosure
issues to Edward M. Kelly, Senior Counsel, at (202) 551-3728 or me
at
(202) 551-3760.

Very truly yours,





Pamela A. Long

Assistant Director

cc:	Michael J. Bonner, Esq.
	Robert C. Kim, Esq.
	Kummer Kaempfer Bonner & Renshaw
	3800 Howard Hughes Parkway, 7th Floor
	Las Vegas, NV 89109



Mr. Douglas H. Caszatt
June 17, 2005
Page 1








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

         DIVISION OF
CORPORATION FINANCE