October 16, 2018

S. James Miller, Jr.
President and Chief Executive Officer
ImageWare Systems, Inc.
10815 Rancho Bernardo Road, Suite 310
San Diego, CA 92127

       Re: ImageWare Systems, Inc.
           Registration Statement on Form S-1
           Filed October 11, 2018
           File No. 333-227778

Dear Mr. Miller:

       This is to advise you that we have not reviewed and will not review your
registration
statement.

       Please refer to Rule 461 regarding requests for acceleration. We remind
you that the
company and its management are responsible for the accuracy and adequacy of
their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

      Please contact Mitchell Austin, Staff Attorney, at (202) 551-3574, or in
his absence, Jan
Woo, Legal Branch Chief, at (202) 551-3453 with any questions.



                                                            Sincerely,

                                                            Division of
Corporation Finance
                                                            Office of
Information Technologies
                                                            and Services
cc:    Daniel W. Rumsey, Esq.