VASCO Data Security International, Inc.
1901 S. Meyers Road, Ste. 210
Oakbrook Terrace, IL 60181
VIA EDGAR
July 14, 2009
Kathleen Collins
Division of Corporate Finance
Securities and Exchange Commission
Mail Stop 4561
100 F Street, N.E.
Washington, D.C. 20549
| Re: | VASCO Data Security International, Inc. |
| Form 10-K for the Fiscal Year Ended December 31, 2008 |
| Filed March 13, 2009 |
| Form 10-Q for the Quarterly Period Ended March 31, 2009 |
| Filed May 8, 2009 |
| File No. 0-24389 |
Dear Ms. Collins:
In connection with the response, dated as of July 14, 2009, of VASCO Data Security International, Inc. (the “Company”) to your letter of comment dated June 30, 2009 (the “Letter”) relating to the Company’s above-referenced Form 10-K and Form 10-Q, and as requested by the Staff, the Company acknowledges 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 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. |
If you have any questions regarding the Company’s responses or this letter, please contact Maryann A. Waryjas or the undersigned.
| Maryann A. Waryjas |
Clifford K. Bown | |
| Katten Muchin Rosenman LLP |
VASCO Data Security International, Inc. | |
| 525 West Monroe Street |
1901 S. Meyers Road, Ste. 210 | |
| Chicago, Illinois 60661 |
Oakbrook Terrace, IL 60181 | |
| Phone: 312 902-5461 |
Phone U.S.: 630 932-8844 x304 | |
| Fax: 312 577-8755 |
Phone Switzerland: 41 43 813 35 06 | |
| Email: maryann.waryjas@kattenlaw.com |
Fax U.S.: 630 932-8852 | |
| Email: cbo@vasco.com |
Sincerely,
Clifford K. Bown
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer and Principal
Accounting Officer)