United States securities and exchange commission logo





                              June 25, 2021

       Kristin Taylor
       Chief Executive Officer
       ImageWare Systems, Inc.
       11440 West Bernardo Court, Suite 300
       San Diego, California 92127

                                                        Re: ImageWare Systems,
Inc.
                                                            Registration
Statement on Form S-1
                                                            Filed June 16, 2021
                                                            File No. 333-257125

       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

       Signatures, page II-11

   1.                                                   Please revise your
signature page to have your principal financial officer, as well as your
                                                        principal accounting
officer or controller, sign the registration statement in his or her
                                                        individual capacity. If
someone has signed in more than one capacity, indicate each
                                                        capacity in which he or
she signed. For guidance, please refer to the signature
                                                        requirements in Form
S-1.
 Kristin Taylor
FirstName
ImageWareLastNameKristin
            Systems, Inc. Taylor
Comapany
June       NameImageWare Systems, Inc.
     25, 2021
June 25,
Page  2 2021 Page 2
FirstName LastName
General

2.       We note that the company entered into a similar purchase agreement
with Lincoln Park in
         2020. Please disclose the status of that agreement, including the
number of shares sold
         under it. Include risk factor disclosure that discusses the impact, if
any, of the prior
         agreement on the current one.
        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.

      Please contact Matthew Crispino, Staff Attorney, at (202) 551-3456 or Jan
Woo, Legal
Branch Chief, at (202) 551-3453 with any questions.



                                                             Sincerely,

                                                             Division of
Corporation Finance
                                                             Office of
Technology
cc:      John P. Kennedy