February 15, 2005


VIA USMAIL and FAX (604) 609-0611
Mail Stop 0409

Mr. Steven Vestergaard
Chief Executive Officer and Chief Financial Officer
Destiny Media Technologies Inc.
1055 West Hastings Street, Suite 1040
Vancouver, British Columbia, Canada V6E 2E9

Re:	Destiny Media Technologies Inc.
      Form 10-KSB for the year ended 8/31/2004
      File No. 000-28259

Dear Mr. Vestergaard:

	We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your documents in
response to these comments in future filings.  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 AUGUST 31, 2004

Financial Statements and Notes

Note 3 - Significant Accounting Policies, pages F-7 - F-13

Revenue Recognition, pages F-8 - F-9

1. As stated on page 4  , "The Company announced a license
agreement
with the Universal Music Group in June 2004, which included a
requirement for further customization.  ."  Are customizations of
software frequent?   Tell us how you considered paragraph 74 of
SOP
97-2 and SOP 81-1 in accounting for arrangments that require
further
customizations and consider expanding your footnote disclosures in
future filings as appropriate to include your accounting policy
for
such arrangements.

2. As stated on page 6 , "The content owner purchases a code key
from
us which enables the content to play."     Tell us how you
considered
paragraph 24 and 25 of SOP 97-2 in the use of authorization codes
related to software distribution and consider expanding your
footnote
disclosures in future filings as appropriate.

3. We note from your disclosures on page 11 that ,you charge your
reseller partners an annual partner fee that buys them varying
levels
of support and service from the Company.   Tell us what types of
support and services are included in such contracts and tell us
how
you account for such fees.   Are any considerations given to the
resellers?   Tell us and consider expanding your disclosures in
future filings as appropriate to include your revenue recognition
policy for partner fees collected and your accounting policy for
any
considerations provided to resellers.   Refer to EITF 01-9 and SAB
104.

4. Tell us and disclose how you determine VSOE for multi-element
arrangements.  Specifically, describe the process you use to
evaluate
the various factors that effect your VSOE and address the issue
that
if your VSOE varies from customer to customer, how you can
reasonably
estimate fair value.  Tell us which transactions are considered
multi-element arrangements. Explain what you mean by your
disclosures
on page 28 that "to-date, evidence of fair value for each element
has
not been available on sales arrangements."  Has the Company
established VSOE for any of its multi-element arrangements?  If
not,
explain why you include a discussion of these arrangements in your
revenue recognition policy.











5. We note from your disclosures on page 10 that you offer
software
on an annual or unlimited basis. Tell us more about your annual
licenses and your "unlimited" licenses and the respective
maintenance
arrangements that you offer with them.  Compare and contrast the
differences in these license arrangements.  Explain when you
recognize revenue for each type of arrangement. For your term
licenses and your perpetual licenses, clarify whether maintenance
is
included in the initial license fee, and if so, clarify the period
covered in the initial arrangement.  Also, clarify when
maintenance
must be renewed, the terms of renewal and the respective renewal
rates for each type of arrangement.

*  *  *  *

      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.
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.











      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter with your proposed revisions that
keys
your responses to our comments and provides any requested
supplemental information.  Detailed cover letters greatly
facilitate
our review.  Please file your cover letter on EDGAR.  Please
understand that we may have additional comments after reviewing
your
responses to our comments.  You may contact Wilson K. Lee, at
(202)
824-5535 or me, at (202) 942-2814 if you have questions regarding
comments on the financial statements and related matters.



							Sincerely,



Kathleen Collins
      Accounting Branch Chief


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Destiny Media Technologies Inc.
February 15, 2005
Page 1