Mail Stop 3561

								September 23, 2005

Isaac Applbaum, Chairman
Vector Intersect Security Acquisition Corp.
One Embarcadero Center
San Francisco, California 94111

      Re:	Vector Intersect Security Acquisition Corp.
		Registration Statement on Form S-1
		Filed August 18, 2005
      File No. 333-127644

Dear Mr. Applbaum:

      We have reviewed your filing and have the 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 revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

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

General

1. We note the structure of this offering and its similarity to
numerous blank check offerings underwritten on a firm commitment
basis that recently have been registered with the Commission.
With a
view toward disclosure, identify for us supplementally the names
of
the companies that have registered or are seeking to register
blank
check offerings underwritten on a firm commitment basis in which
an
officer, director, affiliate, underwriter or attorney of the
registrant have been involved; the Securities Act Form the
companies`
filed on; if applicable, the date of effectiveness; and, the
status
of the offering thus far.  In this regard, tell us the


amount escrowed to date and whether the blank checks have engaged
in
the desired business combination outlined in the prospectus.  To
assist the staff in this regard, please present the information in
a
tabular format.  We may have further comment.

2. Provide disclosure with respect to the conversion rights to
discuss the relative benefits and financial advantages to
utilization
of such feature between the existing stockholders and the public
stockholders.  This disclosure should include, in part, an
analysis
and comparison of the financial consequences of the exercise of
the
conversion right when exercised by an existing stockholder as
compared to a public stockholder.  In this context we note that:
(i)
the existing stockholders are allowed, and may make purchases of
shares in both the offering and in the open market subsequent to
the
offering; (ii) there appears to be a disincentive for public
stockholders to exercise their conversion rights due to the fact
that
the amount available to such stockholders (approximately $7.38 per
share) is virtually certain to be less than the purchase price
paid
for the unit in the offering ($8.00); and (iii) there does not
appear
to be a corresponding disincentive for existing stockholders to
exercise their redemption rights since their existing shares have
an
effective purchase price of $0.005 per share and thus even after
paying the offering price and/or market price for the other shares
acquired after the date of the prospectus, the effective cost to
the
existing stockholders of their shares will be significantly less
that
the conversion price of approximately $7.38 per share.  Similar
disclosure should be provided, as applicable, with respect to the
shares held by the Underwriters.  We may have further comment.

3. We note that your initial business combination must be with a
business where the aggregate consideration paid by you is at least
equal to 80% of the amount held in the trust account at the time
of
acquisition.  Please clarify throughout that there is no
limitation
on your ability to raise funds privately or through loans that
would
allow you to acquire a company in consideration greater than 80%
of
the amount held in the trust account.  Disclose as well whether
any
such financing arrangements have been entered into or contemplated
with any third parties to raise such additional funds through the
sale of securities or otherwise.

4. Please address the applicability or inapplicability of
Regulation
M in the context of the warrant repurchase agreements contained
within your registration statement.

5. Please discuss the applicability or inapplicability of
Regulation
M to the underwriter`s agreement to act as a finder of business
acquisitions for the issuer.  Please address in your discussion
when
any applicable restricted period would end.


6. Please furnish supplementally a statement as to whether or not
the
amount of compensation to be allowed or paid to the underwriters
has
been cleared with the NASD.  Prior to the effectiveness of this
registration statement, the staff requests that we be provided
with a
copy of the letter informing that the NASD has no objections.

7. Prior to effectiveness please provide an update with respect to
those states in which the offering will be conducted.

8. Prior to effectiveness of this registration statement, please
confirm supplementally that you have resolved any outstanding
state
regulatory agency comments and that you have received clearance
from
all states where you have applied to have the units registered for
sale.

9. We note that the registration statement covers "such
indeterminable additional securities as may be issued as result of
the anti-dilution provisions contained in the warrants, the
representative`s unit purchase option and the warrants included in
the Representative`s Units."  Please revise the disclosure to
state
that the indeterminate number of additional shares of common stock
shall be issuable "pursuant to Rule 416 to prevent dilution
resulting
from stock splits, stock dividends or similar transactions."

10. Revise to indicate how the company will determine that
consideration given for an acquisition target represents 80% of
the
trust.

11. Please note, in the discussion of the offering or in another
appropriate place, whether the company plans to amend its 8-K
filing
to provide an audited balance sheet to reflect the exercise of the
over-allotment option if such exercise does not take place prior
to
the filing of the 8-K to reflect the consummation of the offering.

Prospectus Summary, page 1

12. Please disclose whether the company will only consider
entering
into a business combination with U.S. companies.

13. Please revise to address whether the company or its agents or
affiliates have been approached by any acquisition candidates, or
their representatives, with respect to any possible acquisition
transaction.

14. We note that you indicate that your business combination "must
be
with a target business or businesses where the aggregate
consideration paid by use is at least equal to 80% of the amount
held
in the trust account at the time of such acquisitions (s)."  Prior
firm commitment blank checks have required that the business
combination be with a target with a fair market value equal to 80%
of
the company`s net assets (all assets including the trust account
funds less liabilities) at the time of the acquisition.  Advise us
of
your reasoning regarding the change in the terms of your business
combination and discuss the impact this may have on investors in
this
offering.  We may have further comment.

The Offering, page 2

15. We note you indicate that upon completion of the offering the
officers and directors may seek reasonable reimbursement for
office
space and administrative support related to the acquisition
efforts.
Revise to indicate the amount of reimbursement that will be
sought.

Summary Financial Data, page 7

16. Please revise to indicate the approximate dollar amount
converted
if 19.99% of the 18,750,000 shares are converted under the
conversion
rights.

Risk Factors, page 8

Risks Related to Our Targeted Industries, page 15

17. In risk factor one under this subsection, please clarify
whether
the reference to "our" business refers to the target company`s
business.

18. Please avoid the generic conclusion you reach in some of your
risk factor subheadings that the risk will adversely affect your
business.  Instead, replace this language with specific disclosure
of
how your business and operations would be affected.  For example,
see
risk factors 1, 3, and 6 under this subsection.

19. Please revise the subheading of the risk factors in this
subsection to state the material risk to potential investors.  The
subheading should disclose the consequences to the investor or to
the
company, should the risk materialize.   Please revise the
subheading
to succinctly state the risk.  For example, see risk factor 7 and
18.

20. Revise risk factor seven to update the information to the
latest
practicable date.  Also to address the number and value of similar
blank check companies that have filed with the Commission and have
not completed their initial public offerings.






21. You should present as risk factors only those factors that
represent a material risk to investors in this offering.  Do not
include risk factors that could apply to any issuer or to any
other
offering.  Many of your risk factors fit into this category and
you
should remove them.  For example see risk factors 8 and 10 under
this
subsection.  Please remove such risk factors or revise to cite a
particular risk.

22. Please move the risks in the subsection "Risks associated with
this offering" before the subsection "Risks related to our
targeted
industries."

23. If applicable, please include risk factors discussing possible
risks of acquiring a foreign company.  These risks may include
exchange controls that affect the import or export of capital or
remittance of dividends and withholding tax issues.

Use of Proceeds, page 28

24. Please add a line in the use of proceeds table indicating the
total of the noted offering expenses.

25. In the use of proceeds table, use of net proceeds not held in
trust, we note the line item of $500,000 for "[l]egal, accounting,
and other expenses attendant to the due diligence investigations,
structuring and negotiations of a business combination."  Please
explain these expenses in more detail.  We also note another line
item of $500,000 allocated to due diligence.  Please explain why
there are two separate amounts for due diligence and indicate
which
line item of due diligence would be used to pay officer and
directors
for their expenses in the performance of due diligence.  Finally,
reconcile theses expenses with the disclosure in the last
paragraph
on page 28 in the MD&A section.

26. Please clearly indicate which line item will be allocated to
pay
fees to third party consultants to assist the company`s search for
a
target business.  Please clearly indicate whether any of the
reimbursements to stockholders for out-of-pocket expenses will be
for
their payments to third parties for third parties` performance of
due
diligence.

27. We note that the company states that "[t]o the extent that our
capital stock is used in whole or in part as consideration to
effect
a business combination, the proceeds held in the trust
account...will
be used to finance the operations of the target business."  Please
discuss all possible uses of the proceeds held in trust if such
funds
are released to the company.  Please include any finder`s fees and
expenses that may be in addition to those expenses to be paid from
the net proceeds not held in trust.  Please reconcile this
disclosure
with the disclosure in the last paragraph on page 28 in the MD&A
section.


28. Please clarify which line items in the use of proceeds table
the
reimbursements will be paid from.

29. We note you indicate that your excess working capital is
approximately $2,125,000.  Your table indicates that your excess
working capital is $1,000,000.  Revise to reconcile your
disclosure.

30. We note your statement that no compensation of any kind will
be
paid to any of our existing stockholders or any of their
affiliates.
We also note your disclosure that your officers and directors may
seek reasonable reimbursement for office space and administrative
support related to the company`s acquisition efforts.  Revise your
disclosure as appropriate.

31. Revise to delete footnote 2 to the use of proceeds table.

Management`s Discussion and Financial Analysis, page 28

32.  We note the statement "[w]e will use substantially all of the
net proceeds of this offering to acquire one or more operating
businesses, including identifying and evaluating prospective
acquisition candidates, selecting the target business, and
structuring, negotiating and consummating the business
combination."
Please discuss whether or not these expenses will be paid from the
proceeds held in trust.  Please explain these expenses in more
detail.  It may be helpful to explain in greater detail the
expected
use of the proceeds held in trust.

Proposed Business, page 30

33. Please revise the business section to discuss in detail how
management intends to carry out its duty of seeking a target
business.

34. We note your use of an imbedded list in this section.  Revise
the
prospectus to delete the use of imbedded lists.  Rather than
include
these lists in paragraph form, break them out into bullet points,
with one bullet point for each item listed.

Sources of target business, page 32

35. State, if true, that the company has not yet identified any
acquisition candidates.

36. We note the disclosure regarding the cash fee to be paid to
Rodman & Renshaw if it introduces a target business to the
company.
Please discuss this fee in the use of proceeds and/or MD&A
section.
Also discuss whether this fee would be paid from the proceeds held
in
trust.


37. In the paragraph under the heading "Sources of target
businesses," we note the disclosure that the company will not pay
any
finders or consulting fees to the existing stockholders.  Please
expand this disclosure, if accurate, to affirmatively confirm that
the officers, directors and existing stockholders will receive no
finders fees, consulting fees, or any similar type fees from any
person or entity in connection with any business combination
involving the company or an affiliate thereof.

Fair market value of target business (or businesses), page 33

38. We do not understand your disclosure given that the
consideration
paid must be at least equal to 80% of the trust account.  Your
disclosure does not indicate that the target business must have a
fair market value equal to 80% of your trust account.  Revise your
disclosure or advise.

39. It may be helpful to include a risk factor that the target
company does not have to have a fair market value equal to 80% of
the
trust account.  The risk factor may also address that the company
will not be required to obtain an opinion from an unaffiliated,
independent investment banking firm as to the fair market value of
the target business.

Possible lack of business diversification, page 33

40. In light of the company`s requirement that any acquisition
must
be of a company with consideration equal to 80% of the trust
account
threshold, discuss how the company would be able to effectuate a
business combination with more than one target business.  In
addition, add disclosure to discuss the special issues and
concerns
that would arise in attempting to consummate the acquisition of
several operating businesses at the same time.

Legal Proceedings, page 37

41. We note the statement "[t]o the knowledge of management, there
is
no litigation currently pending..."  The company is in the
position
to know whether or not they are currently a party to any pending
legal proceeding.  Revise to indicate whether the company is a
party
of any pending legal proceeding.

Principal Stockholders, page 47

42. Confirm your understanding that if you increase the size of
the
offering pursuant to Rule 462(b) that the stock dividends to
existing
stockholders must fall within the 20% limitation noted in Rule
462(b)(3).  Additionally please advise what considerations have
been
given to the officers and directors` fiduciary duties in effecting
such stock dividends.

43. Please clarify if the purpose of the disclosed purchases is to
stabilize the price of the warrants.

Certain Transactions, page 49

44. We note the statement that "[t]here is no limit on the amount
of
accountable out-of-pocket expenses reimbursable by us."  Please
discuss this statement in the use of proceeds section.

Underwriting, page 54

45. Please tell us whether the underwriter or any members of the
underwriting syndicate will engage in any electronic offer, sale
or
distribution of the shares and describe their procedures
supplementally.  If you become aware of any additional members of
the
underwriting syndicate that may engage in electronic offers, sales
or
distributions after you respond to this comment, promptly
supplement
your response to identify those members and provide us with a
description of their procedures.  Briefly describe any electronic
distribution in the filing, and confirm, if true, that the
procedures
you will follow with respect to any electronic distribution will
be
consistent with those previously cleared by the Division`s Office
of
Chief Counsel.

46. Tell us whether you or the underwriters have any arrangements
with a third party to host or access your preliminary prospectus
on
the internet.  If so, identify the party and the website, describe
the material terms of your agreement, and provide us with a copy
of
any written agreement.  Provide us also with copies of all
information concerning your company or prospectus that has
appeared
on their website.  Again, if you subsequently enter into any such
arrangements, promptly supplement your response.

Financial Statements

Notes to Financial Statements

Note 2 - Commitments and Contingencies

47. Please revise to disclose your business combination fee (3%
cash)
with Rodman & Renshaw as discussed on page 56 (financial advisory
agreement).

Other

48. Please provide a currently dated consent of the independent
accountants with any amendment to the registration statement.

Part II

Recent Sales of Unregistered Securities

49. Revise to indicate the facts relied upon to make the Section
4(2)
exemption available for the noted transaction.  We may have
further
comment.

Exhibits

50. Please file executed copies of the agreements that are in
effect.

* * * * *

      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 expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
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
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.

      Notwithstanding our comments, in the event 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 pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

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

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



      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 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
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment 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 Blaise Rhodes at (202) 551-3774 or Hugh West
at
(202) 551-3872 if you have questions regarding comments on the
financial statements and related matters.  Please contact Thomas
Kluck at (202) 551-3233 or David Link, who supervised the review
of
your filing, at (202) 551-3356 with any other questions.

      Sincerely,



      John Reynolds
      Assistant Director

cc:	Robert L. Grossman, Esq.
	Fax: (305) 579-0717
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Isaac Applbaum
Vector Intersect Security Acquisition Corp.
September 23, 2005
Page 1