Mail Stop 4561


								June 30, 2005


By U.S. Mail and facsimile to (804) 217-5860

Mr. Stephen J. Benedetti
President
Merit Securities Corporation
4551 Cox Road, Suite 300
Glen Allen, Virginia 23060

Re: 	Merit Securities Corporation
      	Forms 8-K filed December 30, 2004 and April 1, 2005
      	File No. 033-83524


Dear Mr. Benedetti:

      We have reviewed your filings and have the following
comment.
Where indicated, we think you should revise your documents in
response to these comments.  If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In our comment, we may ask you to provide us with more information
so
we may better 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 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 any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

1. We note your disclosure in your Form 8-K filed on April 1, 2005
that you intend to file restated financial statements. Please tell
us
how, and when, you will file them.

       As appropriate, please amend your filing and respond to
this
comment within five business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comment and
provides any requested information.  Detailed cover letters
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 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.
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 in the filings reviewed by the staff 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.

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

You may direct any questions regarding this comment to me at (202)
551-3426.


								Sincerely,




								Angela Jackson
								Senior Accountant

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(..continued)







Mr. Stephen J. Benedetti
Merit Securities Corporation
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