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Mail Stop 4561
October 5, 2005
T. Kendall Hunt
Chairman and Chief Executive Officer
VASCO Data Security International, Inc.
1901 South Meyers Road, Suite 210
Oakbrook, IL 60181
Re: VASCO Data Security International, Inc.
Registration Statement on From S-3
Filed April 29, 2005
File No. 333-124458
Form 10-K for Fiscal Year Ended
December 31, 2004
Filed March 31, 2005
File No. 0-24389
Dear Mr. Hunt:
We have reviewed your response letter dated September 6,
2005
and have following comment. 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 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.
Form 8-K/A Filed May 23, 2005
1. We note your response to our previous comments no. 5 and 6 and
your request that the Staff not require a re-audit of AOS-
Hagenuk`s
financial statements. Pursuant to Article 3-05 of Regulation S-X,
AOS-Hagenuk B.V. financial statements need to be audited in
accordance with US generally accepted accounting standards and the
audit firm must meet the U.S independence standards and therefore,
the Company`s request for a waiver is denied. Also, the audit
opinion should include the name of the accounting firm performing
the
audit pursuant to Article 2-02 of Regulation S-X. Please revise
your
Form 8-K accordingly.
We have not yet received the written representation that we
requested in our prior comment letter. Please provide the
requested
response.
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.
You may contact Kari Jin at (202) 551-3481, or Kathleen
Collins
at (202) 551-3499, if you have questions or comments on the
financial
statements and related matters. Please contact Hugh Fuller at
(202)
551-3853 or me at (202) 551-3730 with other questions.
Sincerely,
Mark P. Shuman
Branch Chief - Legal
cc: Robert B. Murphy
Pepper Hamilton LLP
600 14 Street, NW
Washington, DC 20005
Fax no. (202) 220-1665
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Mr. Hunt
VASCO Data Security International, Inc.
October 5, 2005
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