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September 26, 2005

BY FEDERAL EXPRESS
Securities and Exchange Commission
450 Fifth Street, NW
Washington D.C. 20549
Attention: Patrick Gilmore
           Room 4561

                  Re:   Digital Descriptor Systems, Inc. (the "Company")
                        Form 10-KSB for year ended December 31, 2004
                        File No. 000-26604
                        ------------------------------------------------

Dear Sir:

On behalf of the Company,  we are hereby enclosing for your review two copies of
an amendment to the  Company's  Annual Report on Form 10-KSB for the fiscal year
ended  December  31, 2004 (the "Form  10-KSB"),  one of which has been marked to
show changes. The amended Form 10-KSB was filed on EDGAR on July 21, 2005.

On April 29, 2005,  the staff of the  Securities  and Exchange  Commission  (the
"Staff")  issued  comments on the Annual  Report.  On May 11, 2005,  the Company
responded  to these  comments.  On June 14, 2005,  the Staff  issued  additional
comments.  Following are the Company's  responses to the Staff's comments in its
second  comment  letter.  For ease of  reference,  we have set forth the Staff's
comments in their entirety.

   Note 4. Convertible Debentures, page F-15

1.    We have  reviewed  your  response  to our  prior  comment  no. 1 where you
      indicate that you expensed the total amount of the  beneficial  conversion
      features in fiscal 2004  because  the  holders of the  debentures  had the
      right to  convert  the notes  immediately  at their  discretion.  You also
      indicated  that the  holders  have  never  held the  Company to any of the
      stated redemption dates,  rather they only amended the redemption dates at
      your request.  Your response,  however, does not change the fact that your
      accounting  for the  beneficial  conversion  features is not in compliance
      with the guidance  provided by  paragraph  19 of EITF 00-27,  which states
      that the beneficial conversion feature should be accreted from the date of
      the issuance to the stated  redemption date of the convertible  instrument
      regardless of when the earliest conversion date occurs.  Additionally,  we
      note  that  the  beneficial   conversion   features  recognized  from  the
      convertible  debentures issued in May 2004 and November 2004 had a pre-tax
      impact  of  approximately  a 5% and 146% on your net  loss.  As a  result,
      please  amend your 10-K and  subsequent  10-Q to properly  account for the
      recognition of the beneficial  conversion  features  related to these debt
      issuances or tell us why such revision is not necessary.
<PAGE>

      The Company has made revision to Footnote 4 in accordance with the Staff's
      comment. See also new Footnote 12.

2.    Tell us what impact your extension of the maturity date to March 28, 2008,
      on the November 2004  convertible  debentures will have on your accounting
      treatment of the beneficial  conversion  feature associated with such debt
      instrument.

      The intrinsic value of the beneficial  conversion feature and the value of
      the warrants are restated when the note is amended. In order to extend the
      maturity date of the note, the  conversion  percentage was changed and the
      strike price of the warrants was changed. These additional costs are added
      to deferred  financing  costs and are being  amortized  over the remaining
      life of the loan.

      The Company has made  revisions to Footnote 4 to reflect the impact of the
      extension of the maturity  date of the Company's  convertible  debentures.
      See also new Footnote 12.

   Note 11. Subsequent Events, page F-19

3.    We have reviewed your response to our prior comment no. 5. Provide us with
      your  present  value   analysis   supporting   your   statement  that  the
      modification  of your debt  instruments  issued in  November  2004 did not
      change the net present value of the cash flows by more than 10%.

      Initially, the notes evidencing debt in the principal amount of $3,500,000
      bore interest at the rate of 12% per annum,  which was payable  quarterly.
      The notes  matured on November  30, 2006.  The net present  value of those
      notes is  $3,500,000.  The notes were  subsequently  extended to mature on
      March 1, 2008. No other amendments were made to the notes. The net present
      value of the notes as  amended  was also  $3,500,000.  Therefore,  the net
      present value of the Company's cash flows remained unchanged.

4.    In connection  with our prior comment letter dated April 29, 2005, we note
      that you did not provide, as previously requested,  a statement in writing
      that the company acknowledges that:


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<PAGE>

      a.    The company is  responsible  for the  adequacy  and  accuracy of the
            disclosures on the filing;
      b.    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
      c.    The  company  may not  asserts  staff  comments  as a defense in any
            proceeding  initiated  by the  Commission  or any  person  under the
            federal securities laws of the United States.

      The Company hereby acknowledges that:

      a.    The company is  responsible  for the  adequacy  and  accuracy of the
            disclosures on the filing;
      b.    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
      c.    The  company  may not  asserts  staff  comments  as a defense in any
            proceeding  initiated  by the  Commission  or any  person  under the
            federal securities laws of the United States.

Please do not  hesitate  to contact the  undersigned  at  212-981-6766  with any
questions or comments with respect to the foregoing.

                                                Very truly yours,


                                                /s/ Louis A. Brilleman


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