DIGITAL ALLY, INC.

Regulatory Filings • Aug 31, 2021

CORRESP 1 filename1.htm

Digital Ally, Inc.

1562 College Blvd.

Lenexa, KS 66219

August 31, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, NE

Washington D.C. 20549

RE:
File
No. 333-259018
Registration
Statement on Form S-3

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), Digital Ally, Inc. (the “Registrant”) hereby requests that the United States Securities and Exchange Commission (the “Commission”) take appropriate action to accelerate the effective date of the above-referenced registration statement (the “Registration Statement”) so as to become effective on Thursday, September 2, 2021, at 4:30 p.m. Eastern Time, or as soon thereafter as practicable.

The Registrant understands that the Commission will consider this request for acceleration of the effective date of the Registration Statement as a confirmation of the fact that the Registrant is aware of its responsibilities under the Act and the Securities Exchange Act of 1934, as amended, as they relate to the proposed resale of the securities specified in the Registration Statement by the selling stockholders named therein.

Once the Registration Statement is effective, please orally confirm the event with our counsel, Sullivan & Worcester LLP, by calling David Danovitch at (212) 660-3060, or in his absence, Scott Miller at (212) 660-3076. We also respectfully request that a copy of the written order from the Commission verifying the effective date and time of the Registration Statement be sent to Mr. Danovitch via email at ddanovitch@sullivanlaw.com.

Sincerely,

| Digital
Ally, Inc. | |
| --- | --- |
| By: | /s/
Stanton E. Ross |
| | Stanton
E. Ross |
| | Chief
Executive Officer |
| cc: | Thomas
J. Heckman, Digital Ally, Inc. |
| | David
E. Danovitch, Sullivan & Worcester LLP |
| | Scott
M. Miller, Sullivan & Worcester LLP |

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