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                            January 12, 2021

       Kristin Taylor
       Chief Executive Officer
       Imageware Systems, Inc.
       13500 Evening Creek Drive N, Suite 550
       San Diego, CA 92128

                                                        Re: Imageware Systems
Inc.
                                                            Registration
Statement on Form S-1
                                                            Filed December 22,
2020
                                                            File No. 333-251563

       Dear Ms. Taylor:

              We have limited our review of your registration statement to
those issues we have
       addressed in our comments. In some of our comments, we may ask you to
provide us with
       information so we may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Registration Statement on Form S-1

       Selling Stockholders, page 16

   1.                                                   In footnote (7) of
selling stockholders table, you indicate that Nantahala Capital
                                                        Management, LLC holds
voting and dispositive power over the shares owned by:
                                                        Blackwell Partners LLC
- Series A, Nantahala Capital Partners Limited Partnership,
                                                        Nantahala Capital
Partners II Limited Partnership, Nantahala Capital Partners SI, LP,
                                                        NCP QR Limited
Partnership, and Silver Creek CS SAV, L.L.C. Please disclosure here
                                                        and in your beneficial
ownership tables the natural person(s) that holds voting and/or
                                                        investment power over
these shares.
   2.                                                   Please clarify the
voting power percentage, on an as-converted basis, for the shares
                                                        beneficially owned or
managed by Nantahala Capital Management, LLC before and after
                                                        the offering. Please
clarify whether Nantahala Capital Management, LLC may have
 Kristin Taylor
Imageware Systems, Inc.
January 12, 2021
Page 2
         majority voting control over your voting securities. The total voting
power of Nantahala
         and its concentration of ownership through its clients and/or
affiliated funds should be
         prominently disclosed in summary and risk factor sections, as
appropriate.
3.       On page 61, you disclose that the Series D Preferred Stockholders
currently beneficially
         own approximately 50% of the voting securities, on an as-converted
basis. We note,
         however, that the percentage of ownership column of your Series D
Preferred
         Stockholders appears to exceed 50% after the offering per page 17.
Please explain this
         discrepancy.
4.       Please clarify which shares being offered were originally Series C
Preferred Stock that
         were converted into Series D Preferred Stock.

Directors and Executive Officers, page 65

5.       On page 61, you disclose that members of your board resigned, and new
directors were
         appointed as part of the Series D Preferred Stock financing. Please
identify the Series D
         directors, and clarify how they were appointed. Further, please
identify which director
         was chosen by your CEO and the Series D directors, and when an
additional director will
         be appointed, as contemplated by the Series D investment agreement.
General, page 77

6.       The percentage of ownership columns for your beneficial ownership
tables do not appear
         to reconcile. The footnotes indicate that option awards are only
included in the total
         shares outstanding for the option-holder and not any other beneficial
owner; however, we
         are unable to reconcile the "% ownership of class" column. Please
advise.
Security Ownership of Certain Beneficial Owners and Management
Beneficial Ownership of Common Stock, page 80

7.       The beneficial ownership table for your common stock contains 11
reference numbers, but
         there are no footnotes for (6) through (11). Please correct.
8.     The footnote (5) on page 80 for Blackwell Partners LLC refers to Tom Y.
Lee holding
       voting and dispositive power over its shares. Reconcile that footnote
with disclosure on
       pages 17-19 indicating that Nantahala Capital Management, LLC holds
voting and
FirstName LastNameKristin Taylor
       dispositive power over Blackwell   s shares. Please also clarify why the
number of
Comapany   NameImageware
       shares                Systems,
              being offered by        Inc.(page 17) exceeds its beneficial
ownership on an as-
                               Blackwell
Januaryconverted
        12, 2021 basis
                  Page (page
                       2     80).
FirstName LastName
 Kristin Taylor
FirstName
ImagewareLastNameKristin  Taylor
            Systems, Inc.
Comapany
January  12,NameImageware
            2021          Systems, Inc.
January
Page  3 12, 2021 Page 3
FirstName LastName
        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.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

        You may contact Edwin Kim, Staff Attorney, at (202) 551-3297 or Larry
Spirgel, Office
Chief, at (202) 552-3815 with any questions.



                                                           Sincerely,

                                                           Division of
Corporation Finance
                                                           Office of Technology
cc:      Daniel Rumsey, Esq.