March 25, 2005


By facsimile to (702) 796-7181 and U.S. Mail


Mr. Douglas H. Caszatt
Acting Chief Financial Officer, Secretary, and Controller
VendingData Corporation
6830 Spencer Street
Las Vegas, NV 89119

RE:	VendingData Corporation
	Registration Statement on Form S-3
	Filed March 17, 2005
	File No. 333-123401

Dear Mr. Caszatt:

	We limited our review of the registration statement to
disclosures under "Selling Stockholders" and have the comments
below.
No further review of the registration statement has been or will
be
made.

	We urge all persons by statute responsible for the
registration
statement`s adequacy and accuracy to make certain that all
information required under the Securities Act has been included.
We
remind you to consider applicable requirements for the preliminary
prospectus` distribution.

	Where indicated, we think that you should revise the document
in
response to the comments.  If you disagree, we will consider your
explanation why a comment is inapplicable or a revision is
unnecessary.  Be as detailed as necessary in your explanation.  To
understand better your disclosure, we may ask you in some comments
to
provide us supplemental information.  We may raise additional
comments after reviewing this information.

	Our review`s purpose is to assist you in your compliance with
applicable disclosure requirements and to enhance the overall
disclosure in your document.  We look forward to working with you
to
achieve these objectives.  We welcome any questions that you may
have
about comments or any other aspect of our review.  You may call us
at
the telephone numbers listed at the end of this letter.

1. We are not making any determination whether the disclosure,
including, for example, cautionary language or the disclosure`s
placement, satisfies the sections` requirements if the
registration
statement states that it:

* Includes forward-looking statements within the meaning of
section
27A of the Securities Act and section 21E of the Exchange Act.

* Otherwise makes reference to those provisions.

* Makes reference to the Private Securities Litigation Reform Act
of
1995 generally.

Selling Stockholders

2. For a beneficial owner that is not a natural person,
VendingData
must identify by footnote or otherwise the natural person or
persons
having sole or shared voting and investment control over the
securities held by the beneficial owner.  Refer to telephone
interpretation 4S. in the Regulation S-K section of the March 1999
supplement to our "Manual of Publicly Available Telephone
Interpretations" that is available on the Commission`s website at
http://www.sec.gov, and revise or advise.

3. Confirm that none of the selling stockholders is a broker
dealer
or a broker dealer`s affiliate.

4. For a selling stockholder that is a broker dealer, tell us
whether
the selling stockholder acquired its securities as compensation
for
underwriting activities.  Unless a broker dealer acquired the
securities as compensation for underwriting activities,
VendingData
must identify the broker dealer as an underwriter in the
prospectus.
Language such as "may be deemed to be" an underwriter is
unacceptable
if the selling stockholder is a broker dealer.

5. For a selling stockholder that is a broker dealer`s affiliate,
include disclosure that this broker dealer`s affiliate:

* Purchased the securities to be resold in the ordinary course of
business.

* Had no agreements or understandings, directly or indirectly,
with
any person to distribute the securities at the time of their
purchase.


If VendingData is unable to make the representations noted above
in
the prospectus,	 VendingData must state in the prospectus that
the selling stockholder is an underwriter.  Language such as "may
be
deemed to be" an underwriter is unacceptable if the selling
stockholder is an affiliate of an underwriter that cannot make
these
representations.

Closing

	File an amendment to the S-3 in response to the comments.  To
expedite our review, you may wish to provide us three marked
courtesy
copies of the amendment.  Include with the filing any supplemental
information requested and a cover letter tagged as correspondence
that keys the responses to the comments.  If you think that
compliance with any of the comments is inappropriate, provide the
basis in the letter.  We may have additional comments after review
of
the amendment, the responses to the comments, and any supplemental
information.

	We urge all persons responsible for the registration
statement`s
accuracy and adequacy to make certain that all information
required
under the Securities Act of 1933 is included.  Since VendingData
and
its management are in possession of all facts relating to the
disclosure in the registration statement, they are responsible for
the adequacy and accuracy of the disclosures that they have made.

      If VendingData requests acceleration of the registration
statement`s effectiveness, VendingData should furnish a letter at
the
time of the request acknowledging that:

* Should the Commission or the staff acting by delegated authority
declare the registration statement effective, it does not
foreclose
the Commission from taking any action on the filing.

* The action of the Commission or the staff acting by delegated
authority in declaring the registration statement effective does
not
relieve VendingData from its full responsibility for the adequacy
and
accuracy of the registration statement`s disclosures.

* VendingData may not assert our comments or the declaration of
the
registration statement`s effectiveness as a defense in any
proceedings initiated by the Commission or any person under the
United States` federal securities laws.

* The Commission`s Division of Enforcement has access to all
information that you provide us in our review of the registration
statement or in response to our comments on the registration
statement.


We will consider a written request for acceleration of the
registration statement`s effectiveness under Rule 461 of
Regulation C
under the Securities Act as confirmation that those requesting
acceleration are aware of their responsibilities under the
Securities
Act and the Exchange Act as they relate to the proposed public
offering of the securities specified in the registration
statement.
We will act on the request and by delegated authority grant
acceleration of the registration statement`s effectiveness.

	We direct your attention to Rules 460 and 461 of Regulation C
under the Securities Act on requesting acceleration of a
registration
statement`s effectiveness.  Allow adequate time after the filing
of
any amendment for further review before submitting a request for
acceleration.  Provide this request at least two business days
before
the requested effective date.

      You may direct questions on comments and other disclosure
issues to Edward M. Kelly, Senior Counsel, at (202) 942-1978 or me
at
(202) 942-1950.

Very truly yours,





Pamela A. Long

Assistant Director




cc:	Michael J. Bonner, Esq.
	Robert C. Kim, Esq.
	Kummer Kaempfer Bonner & Renshaw
	3800 Howard Hughes Parkway, 7th Floor
	Las Vegas, NV 89109



Mr. Douglas H. Caszatt
March 25, 2005
Page 1








UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

         DIVISION OF
CORPORATION FINANCE