SecProbe.io

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Room 4561
						August 16, 2005

Ms. Elissa J. Lindsoe
Chief Financial Officer
Identix Incorporated
5600 Rowland Road
Minnetonka, MN 55343

Re:	Identix Incorporated
	Form 10-K for Fiscal Year June 30, 2004
	Filed September 9, 2004
	Form 10-Q for Quarter Ended March 31, 2005
	Filed May 10, 2005
	Form 8-K Filed August 3, 2005
	File No. 001-09641

Dear Ms. Lindsoe:

      We have reviewed your response letter dated July 22, 2005
and
have the following additional comments.  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.

Form 10-K for the Year Ended June 30, 2004

Note 1 - The Company and Its Significant Accounting Policies, page
51

Revenue Recognition, page 51

1. We have read your response to prior comment number 1.  We would
like to better understand the structure of and accounting for your
arrangements with OEM and third-party distributors.  Please answer
the following questions:

* Tell us what the Company`s obligations are to the OEM and to the
reseller`s end user customer.  In this regard your responses to
prior
comments 1 and 2 use the terms third party, distributor and
customer
interchangeably.
* When installation services are provided by the Company are they
provided to the reseller or the reseller`s end user customer?
* For arrangements of TouchPrint Lie Scan Systems, when revenue is
recognized upon acceptance, are you referring to acceptance by the
reseller or the reseller`s end user customer?
* Does the company or the reseller have the credit risk with
regards
to the reseller`s arrangements with their end user customers?  In
this regard your response to prior comment 2 indicates that you
issue
an invoice to the customer.

2. Your response to prior comment 1 did not appear to address
whether
your arrangements with OEM`s and distribution partners allow for
the
right of return and if so is the return by the reseller or the
reseller`s end user customer.  In this regard, you disclose on
page
33 the use of estimates in relation to sales returns.  Tell us how
your return rights impact revenue recognition.

3. We note your response to prior comment 3.   Tell us what
consideration was given to disclosing the information provided in
your response regarding your multiple element arrangements
accounted
for under EITF 00-21.

4. We note your response to prior comment number 4 and proposed
revisions to your revenue recognition policy.  For instances when
separation of elements is not possible, ensure that your
disclosure
discusses the units of accounting, the allocation of fair value
and
the use of applicable revenue recognition criteria.  We note you
had
similar disclosure in your Form 10-Q for March 31, 2005.  We
further
note that your policy included in your Form 10-K indicated that
revenue for these arrangements will be spread evenly over the
performance or deferred until all elements have been delivered.
As
previously requested, tell us the specific factors that determine
which revenue recognition pattern you apply.

5. Additionally we note that your response to prior comment 4
discusses when combination with other elements is not possible.
You
disclose in your revised policy that for these arrangements
revenue
is deferred until all elements are delivered.  Tell us which
elements
are involved and why combination of elements is not possible.
Tell
us how the accounting for these arrangements differs from
accounting
for these units as separate units of accounting as disclosed in
your
current policy.

Form 10-Q for the Quarter Ended March 31, 2005

Item 4. Controls and Procedures

6. We note your response to prior comment 9 which indicates that
you
noted one single sales contract that had modified terms for which
you
failed to identify.  Tell us the nature of these modifications and
whether or not more contracts with similar modifications were
subsequently found.  Also, your response refers to side
agreements.
Tell us the nature of this side agreement and how you determined
that
no restatement or adjustment was necessary.

Form 8-K Filed August 3, 2005

7. We note that you have presented non-GAAP measures which exclude
the amortization of intangible assets. Demonstrate the usefulness
of
the non-GAAP measures in assessing performance when this recurring
item is a result of your operations and has contributed to your
performance.  Tell us how you considered the disclosures required
by
Item 10(e)(1)(i) of Regulation S-K and Questions 8 of the related
Frequently Asked Questions.

8. With regards to your amortization of intangible assets, we
further
note that this amortization, which includes amortization of
acquired
technology, core technology and capitalized software costs, has
been
classified in operating expense rather than cost of revenues.
Tell
us how you considered question 17 of SFAS 86 Implementation Guide.

	As appropriate, please amend your filing and respond to these
comments within 10 business days or tell us when you will provide
us
with a response.  Please submit all correspondence and
supplemental
materials on EDGAR as required by Rule 101 of Regulation S-T.  You
may wish to provide us with marked copies of any amendment to
expedite our review.  Please furnish a cover letter with any
amendment that keys your responses to our comments and provides
any
requested information.  Detailed cover letters greatly facilitate
our
review.  Please understand that we may have additional comments
after
reviewing any amendment and your responses to our comments.

	You may contact Christine Davis, Staff Accountant, at (202)
551-
3408, Melissa Rocha, Staff Accountant at (202) 551-3854 or me at
(202) 551-3489 if you have questions regarding these comments.

Sincerely,

      Brad Skinner
							Accounting Branch Chief
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Ms. Elissa J. Lindsoe
Identix Incorporated
August 16, 2005
Page 4

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