November 30, 2005 Mail Stop 4561 VIA U.S. MAIL AND FAX (972) 484-1393 Mr. Michael R. Meyers Chief Financial Officer Monitronics International, Inc. 2350 Valley View Lane, Suite 100 Dallas, TX 75234 Re:	Monitronics International, Inc. Form 10-K for the year ended June 30, 2005 Filed September 23, 2005 File No. 333-110025 Dear Mr. Meyers: We have reviewed your filing and have the following comments. We have limited our review to only your financial statements and related disclosures and do not intend to expand our review to other portions of your documents. In our comments, we 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 on any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter. Form 10-K for the year ended June 30, 2005 Financial Statements and Notes Note 5, Redeemable Preferred Stock, page F-12 1. Please show us how you calculated the aggregate liquidation value of $13.3 million as of June 30, 2005. In addition, please explain the difference in the liquidation value as of September 30, 2005 compared to the approximate liquidation of $45 million in November 2005. 2. We understand that as a result of the dividend election in November 2005, you are required to redeem the Series A preferred stock on June 30, 2008. Please advise us whether you plan to reclassify your Series A preferred stock and how you will account for subsequent accrued dividends and adjustments to the liquidation value. Refer to paragraphs 9 - 10 of SFAS 150. * * * * 	We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an informed 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 filings; * staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings; 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 filings or in response to our comments on your filings. 	You may contact Josh Forgione, at (202) 551-3431, or me, at (202) 551-3403, if you have questions. Please respond to the comments included in this letter within ten business days or tell us when you will provide us with a response. Please file your response on EDGAR. 								Sincerely, Steven Jacobs Accounting Branch Chief ?? ?? ?? ?? Mr. Michael R. Meyers Monitronics International, Inc. November 30, 2005 Page 1