OPTEX
SYSTEMS HOLDINGS, INC.
1420
Presidential Drive
Richardson,
TX 75081
October
19, 2009
VIA
EDGAR
Dennis C.
Hult
United
States Securities and Exchange Commission
Washington,
D.C. 20549
Mailstop
6010
Re: Optex
Systems Holdings, Inc.
Gentlemen:
We are in receipt of your letter to us,
dated October 8, 2009, regarding the Optex Systems Holdings, Inc. Form 8-K filed
on October 1, 2009. We thank you for taking the time to review the
filings and provide your comments, in our efforts to fully comply with SEC
regulations and also to improve the quality of our disclosure
documents.
In order to fully respond to your
letter and for ease of reference, hereinbelow are your comments (bolded), and
our responses.
1. Please
amend your report to include all of the information required by Item 404 of
Regulation S-K. Also, include as Exhibit 16 a letter from your former
auditors addressing the revised disclosures. You should file your
amendment as a Form 8-K/A with the Item 4.01 designation.
A Form
8-K/A has been filed per the above comment as of the date of filing of this
response.
2. We
note that Rotenberg and Company LLP applied for a name change with the Public
Company Accounting Oversight Board. Please tell us when EFP Rotenberg
LLP will be registered with the PCAOB.
EFP
Rotenberg LLP is currently registered with the PCAOB.
I, on behalf of the Company,
acknowledge that:
(i) the Company is responsible for the
adequacy and accuracy of the disclosure in the filing;
(ii) 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
Dennis
Hult
October
19, 2009
Page
2
(iii) 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.
Again, thank you very much for
providing your comments, and I apologize for the delay in
response. And, please feel free to contact either me or our counsel,
Jolie Kahn (at joliekahnlaw@sbcglobal.net or (212)
422-4910) with any further comments regarding the foregoing or if we can be of
any further assistance.
Very
truly yours,
/s/
Stanley A. Hirschman
Stanley
A. Hirschman
cc: Jolie
Kahn, Esq.