CDSI HOLDINGS INC.
100 S.E. Second Street
Miami, Florida 33131
Phone #: 305-579-8000

September 30, 2011

VIA EDGAR

Mr. John Reynolds
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC  20549
 
  RE:
CDSI Holdings Inc. (the "Company")
Form PREM14C originally filed August 18, 2011
(File No. 000-22563)
 
Dear Mr. Reynolds:

The Company hereby acknowledges the following:

(1)           The Company is responsible for the adequacy and accuracy of the disclosure in the filing;

(2)           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

(3)           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.
 
 
Very truly yours,
 
CDSI HOLDINGS INC.
 
       
 
By:
/s/ J. Bryant Kirkland III
 
   
Name: J. Bryant Kirkland III
 
   
Title: Vice President, Chief Financial Office and Treasurer