Mail Stop 4-06

      July 10, 2005


Jim Miller - Chief Executive Officer
Imageware Systems, Inc.
10883 Thornmint Road
San Diego, CA  92127

	Re:	Imageware Systems, Inc.
		Form 10-K: For the Fiscal Year Ended December 31, 2004
Form 10-Q for Fiscal Quarter Ended March 31, 2005
      File No. 001-15757

Dear Mr. Miller:

      We have reviewed your response to our letter dated April 21,
2005 and have the following comments.  Where indicated, we think
you
should revise your future filings in response to these comments.
If
you disagree, we will consider your explanation as to why our
comments are 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 supplemental information so we
may
better understand your disclosure.  After reviewing this
information,
we may or may not 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-Q for the Fiscal Quarter Ended March 31, 2005

Condensed Consolidated Balance Sheet as of March 31, 2005

1. Tell us how you considered the requirement set forth in Article
10(c)1 of Regulation S-X which states that both an interim balance
sheet as of the end of the most recent fiscal quarter and a
balance
sheet as of the end of the preceding fiscal year shall be provided
for filings on a Form 10-Q.

Controls and Procedures, page 22
2. Your disclosure regarding your disclosure controls and
procedures
indicates that your CEO and CFO concluded that your disclosure
controls and procedures were adequate and sufficient to ensure
that
information required to be disclosed by the Company in the reports
that it files under the Securities and Exchange Act of 1934 is
recorded, processed, summarized and reported within the time
period
specified in the Commission`s rules and forms.  It does not appear
that your officers have reached the conclusion that your
disclosure
controls and procedures are effective.  Please revise to address
your
officers` conclusions regarding the effectiveness of your
disclosure
controls and procedures.  See Item 307 of Regulation S-K and
Release
33-8238.

      As appropriate, please respond to these comments via EDGAR
within 10 business days of the date of this letter.  You may
request
additional time to respond, as necessary. Please furnish a cover
letter that keys your responses to our comments and provides any
requested supplemental information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing 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 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.

	You may contact Megan Akst, Staff Accountant, at (202) 942-
1793
or Kathleen Collins, the Branch Chief who supervised this review,
at
(202) 942-2814 if you have questions regarding comments on the
financial statements and related matters, or me at (202) 942-1800
with any other questions.


							Very truly yours,


							Craig Wilson
							Senior Assistant Chief
Accountant
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Imageware Systems, Inc.
July 10, 2005
Page 3