




Mail Stop 4-6
				April 29, 2005



Anthony Shupin
President and Chief Executive Officer
Digital Descriptor Systems, Inc.
2150 Highway 35, Suite 250
Sea Girt, NJ  08750

RE:	Digital Descriptor Systems, Inc.
	Form 10-KSB for year ended December 31, 2004
	File No. 000-26604


Dear Mr. Shupin:

      We have reviewed the above referenced 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 any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.


Form 10-KSB: For the year ended December 31, 2004

Note 10. Convertible Debentures, page F-15
1. We note you have recognized the total amount of the beneficial
conversion feature associated with your convertible debentures
issued
in February, May and November 2004 as interest expense for the
year
ended December 31, 2004.  Tell us how you considered the guidance
in
Issue 6 of EITF 00-27 in recognizing the beneficial conversion
feature immediately versus over the redemption period.


Note 11. Subsequent Events, page F-19
2. We note that in connection with the acquisition of CGM, the
Company extended the maturity date of debt instruments and amended
the conversion price.  Tell us how you accounted for these changes
and tell us how you considered EITF 96-19 in determining whether
this
was a modification or exchange of debt.


       As appropriate, please amend your filing and respond to
these
comments within 10 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 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 filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

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

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

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

      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 contact Patrick Gilmore at (202) 824-5355 or Kathy
Collins, Accounting Branch Chief, at (202) 942-2814 or me at (202)
942-1800 if you have questions regarding these comments.

Very truly yours,



      Craig Wilson
							Senior Assistant Chief
Accountant
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Digital Descriptor Systems, Inc.
April 29, 2005
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