August 18, 2005


By Facsimile ((954) 759-5583) and U.S. Mail

Donn A. Beloff, Esq.
Greenberg Traurig, P.A.
401 East Las Olas Boulevard, Suite 2000
Fort Lauderdale, FL  33301

	Re:	nStor Technologies, Inc.
		Schedules 14D-9C filed July 28 and August 2, 2005
		Schedule 14D-9 filed August 5, 2005
		File No. 005-32709

Dear Mr. Beloff:

      We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise your documents 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.

Schedule 14D-9

The Solicitation or Recommendation - Background, page 5
1. We note that the first contact between the Company and Parent
occurred during the summer of 2004 when one of the Company`s sales
representatives made a routine sales call. The next sentence of
your
disclosure states that on September 3, 2004, the parties signed a
"standard" non-disclosure agreement. Expand your disclosure to
explain how the discussions between the parties evolved from a
routine sales call to the execution of a non-disclosure agreement.
Describe any intervening contacts. Is the execution of such an
agreement in these circumstances customary in your industry?
2. Also, generally revise this section to describe in greater
detail
the negotiations between the parties.  For example, did you
provide
any financial projections to Xyratex?  Did your management conduct
interviews with Xyratex?
3. Please expand the disclosure regarding the negotiations with
the
"privately held company" during January and February 2005.
Describe,
among other things, the extent of the negotiations and the persons
that carried them out, the nature of the potential transaction,
any
valuations discussed by the two parties or proposed by the third
party, the industry in which that third party operates, and the
reasons for you to terminate the discussions.  Provide similar
disclosure regarding the discussions with a "public company"
during
late February 2005.
4. Describe the issues discussed by Mr. Gresham and Mr. Levy on
February 17, 2005.
5. Revise the entry for April 4, 2005 to disclose the valuation
proposed by Mr. Jaiven.
6. Please expand your disclosure of the May 6, 2005 meeting during
which the parties agreed on "several material terms of a possible
business combination."  Which terms were agreed upon?
7. With respect to the proposed term sheet presented by Xyratex on
May 13, 2005, please provide the per share value of the proposal.
If
that value is different from the tender offer price, please
describe
the events leading up to the tender offer price, including any
adjustments made to the aggregate valuation.
8. Refer to the first full paragraph on page 7.  Explain why the
companies restructured the proposed transaction from an all-stock
transaction to an all-cash one.
9. Expand your disclosure to describe the negotiation of the
shareholder support and the change of control agreements.

The Solicitation or Recommendation - Reasons for the
Recommendation,
page 7
10. Refer to paragraph 4.  Please disclose the range of valuations
that potential investors had indicated was the true value of the
company`s securities.
11. Refer to paragraph 5.  Rather than state that the board
considered strategic alternatives, describe those alternatives and
the analyses of the board and the company`s management with
respect
to those alternatives.
12. We note in the section "Opinion of Financial Advisor" that the
company`s management projected revenues and EBITDA to grow from
$10.3
million and ($6.6 million) in 2004 to $75 million and $4.9 million
in
2009, respectively.  Please disclose what consideration the board
gave to the growth in revenues and EBITDA over that five-year
period
in making its recommendation. That is, given these projected
future
financial results, why did the board consider it advisable and in
the
best interests of shareholders to sell nStor now?

Opinion of Financial Advisor

Valuation Overview, page 11
13. We note that Capitalink assigned weights to the discounted
cash
flow analysis, the comparable company analysis and the comparable
transaction analysis.  Please tell us, with a view toward revised
disclosure, why Capitalink did not assign weight to the Stock
Performance Review described on page 12.
14. We note that Capitalink`s fair opinion included as Schedule I
to
the Schedule 14D-9 notes that Capitalink has been engaged to
assess
the fairness of the Per Share Consideration being paid in the
offer.
We also note the qualifier on page I-2 of the opinion (fourth full
paragraph) that Capitalink is not expressing any opinion as to the
"underlying valuation" of the Company. Please clarify the scope of
the fairness advisor`s engagement in the Schedule 14D-9. That is,
has
Capitalink necessarily determined an underlying valuation in
assessing the fairness of this transaction? How does the Company`s
"underlying value" differ from its fair value (on a per share
basis)?
Company Financial Performance, page 11
15. Explain the meaning of the terms OEM and SI.

Comparable Company Analysis, page 13
16. Please revise to include the company`s ratios for each ratio
presented for comparable companies.  Also, explain the
significance
of the enterprise value ratios presented for nStor being higher
than
those of the other companies included in the analysis.
17. Please disclose the names of the comparable companies and the
data underlying the analysis results.  Similarly, disclose the
names
of the parties involved in the transactions used for the
Comparable
Transaction Analysis and the data underlying that analysis.

Comparable Transaction Analysis, page 14
18. Explain why the acquisition of Chaparral Network Storage was
excluded from the enterprise value-to-LTM revenue calculation.

Intent to Tender, page 15
19. Please quantify the number of shares you believe will be
tendered
in the offer by your executive officers, directors, affiliates or
subsidiaries.

Schedule II
20. We note that you provided the information required by Rule
14f-1
as an annex to the Schedule 14D-9 but did not file it separately
on
Edgar.  Please tell us what consideration you gave to filing the
document on Edgar using the header tag "SC14F1."  Refer to the
Edgar
Filer Manual, which is available on our website at www.sec.gov.

Closing Information

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  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 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.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  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.

      Please direct any questions to me at (202) 551-3619 or, in
my
absence, to Christina Chalk, Special Counsel, at (202) 551-3263.
You
may also contact me via facsimile at (202) 772-9203.  Please send
all
correspondence to us at the following ZIP code: 20549-3628.


						Sincerely,




						Daniel F. Duchovny
						Attorney-Advisor
						Office of Mergers & Acquisitions

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Donn A. Beloff, Esq.
Greenberg Traurig, P.A.
August 18, 2005
Page 1



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

         DIVISION OF
CORPORATION FINANCE