SecProbe.io

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May 20, 2005

Room 4561

Mr. Allan L. Frank
Secretary
Axcess International Inc.
3208 Commander Drive
Carrollton, TX 75006

Re:	Axcess International Inc.
	Preliminary Proxy Statement on Schedule 14A
	Filed May 12, 2005
	File No. 0-11933

Dear Mr. Frank:

	This is to advise you that we have limited our review of your
filing to the matters addressed in the comments below.  No further
review of the proxy statement has been or will be made.  All
persons
who are by statute responsible for the adequacy and accuracy of
the
proxy  statement are urged to be certain that all information
required under the Securities Exchange Act of 1934 has been
included.

      Where indicated, we think you should revise your document in
response to these comments.  If you disagree, we will consider
your
explanation as to why our comment is 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 any other aspect
of
our review.   Feel free to call us at the telephone numbers listed
at
the end of this letter.

PRELIMINARY PROXY STATEMENT ON SCHEDULE 14A

Proposal #3-Approval of the Axcess International Inc. 2005 Equity
Incentive Plan

1. Do you have any current plans, proposals or arrangements
regarding
the options to be authorized under the Plan?  For example, have
you
agreed to issue options to any specific individuals?  If so,
please
revise your document to disclose such information and if not,
please
revise to indicate that you have no such plans at this time.

Proposal #4-Ratification of prior fund raising and restructuring
activities

2. While we note your disclosure that ratification of the
transactions is being sought in order to give stockholders the
opportunity to express their opinion on your past fund raising and
restructuring activities, it is unclear why you seek stockholder
ratification of past completed transactions.  Please revise to
better
explain the purpose of this proposal, including any applicable
legal
consequences of shareholder ratification of past transactions.

*	*	*	*	*

      As appropriate, please amend your filing in response to
these
comments.  You may wish to provide us with marked copies of the
amendment to expedite our review.  Please furnish a cover letter
with
your amendment 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 amendment and responses
to
our comments.

      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 filing;
* staff comments or changes to disclosure in response to staff
comments in the filing reviewed by the staff 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 connection with our review of
your
filing or in response to our comments on your filing.

      If you have any questions, please call Sara Kalin at (202)
551-
3454.  If you need further assistance, you may contact me at (202)
551-3730.

							Sincerely,

							Mark P. Shuman
							Branch Chief-Legal

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Mr. Allan Frank
May 20, 2005
Page 1 of 3

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