SecProbe.io

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Room 4561
						June 27, 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
	File No. 001-09641

Dear Ms. Lindsoe:

      We have reviewed the above referenced filings and have the
following comments.  Please note that we have limited our review
to
the matters addressed in the comments below.  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. Tell us the nature and terms of your arrangements with OEM`s
and
distribution partners.  You disclose on page 22 that not all
relationships with these partners are formalized in written
agreements and those that are formalized are often terminable.
Tell
us how you have considered the lack of a formal agreement, or if
there is an agreement the fact that it is cancelable, when you
record
revenue from OEM`s and distribution partners.   Additionally, tell
us
about any return, price protection, rotation or similar rights you
offer to these customer and explain how your revenue recognition
policies reflect any such rights.

2. We note that revenue from sales via third party sales channels
are
recognized at the time the risks and rewards are transferred.
Tell
us how you determine when the risks and rewards are transferred.
Do
your sales arrangements specifically identify when risks and
rewards
are transferred?  As part of your response tell us the amount of
revenue recognized from sales to these third parties during each
year
presented.  Additionally, cite the authoritative literature that
supports your accounting for revenue received from these parties.

3. We note that you enter into multiple-element arrangements and
account for these arrangements under EITF 00-21.  Tell us about
the
elements that are included in your multi-element arrangements.
For
each element, tell us how you determined whether or not the
element
was a separate unit and how you determined objective and reliable
evidence of fair value.

4. With regards to the multiple-element arrangements for which
separation of the various elements is not possible, your revenue
recognition policy indicates that revenue from these arrangements
is
either spread evenly over the performance or deferred until all
elements have been delivered.  Tell us which elements are involved
and why you are unable to separate the elements.  Also, tell us
the
specific factors that determine which revenue recognition pattern
you
apply.  Refer to the authoritative literature you relied upon in
determining the revenue recognition for these arrangements.

5. For sales of stand-alone software products, your policy note
indicates that you recognize revenue upon meeting the four
criteria
set forth in SOP 97-2, which include recognizing revenue when
collectibility is "reasonably assured."  Tell us how your
accounting
complies with paragraph 8 of SOP 97-2 where collectibility must be
probable.

6. We note that you derive revenue from training and consulting
services.  Tell us and disclose how you are accounting for these
services and what consideration you have given towards disclosure
of
this revenue recognition policy.  To the extent service revenue is
material, tell us how you considered Rules 5-03.1 and 5-03.2 of
Regulation S-X with regards to your income statement presentation.

7. We note that your arrangements with government agencies involve
funding arrangements.  Tell us how your accounting complies with
paragraph 32 of SOP 97-2.

Note 9 - Goodwill, page 65

8. We note that you recorded a $154.8 million goodwill impairment
charge in the year ended June 30, 2003.  It appears that majority
of
the goodwill impairment relates to the goodwill that was recorded
in
the June 2002 Visionics merger.  Tell us about the events and
circumstances surrounding this goodwill impairment, specifically
address why such a significant write-off was warranted during the
twelve months subsequent to the acquisition date.  Further tell us
how you determined that the remaining goodwill balance at June 30,
2004 was recoverable and not considered impaired.

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

Item 4.  Controls and Procedures, page 26

9. Tell us and disclose in greater detail the nature of the
material
weakness you identified in your disclosure.  In this regard,
revise
to disclose when the material weakness was identified, by whom it
was
identified and when the material weakness began.  Additionally
revise
to disclose the specific steps that the Company has taken to
remediate the material weakness.

10. We note your disclosure that "except for the foregoing, there
were no changes in the Company`s internal control over financial
reporting."  Revise to state clearly, if correct, that there were
changes in your internal control over financial reporting that
occurred during the quarter that have materially affected, or are
reasonably likely to materially affect, your internal control over
financial reporting.

	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.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing 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 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 our review of your filing or in
response to our comments on your filing.

	You may contact Christine Davis, Staff Accountant, at (202)
551-
3408, Melissa Rocha, Staff Accountant at (202) 551-3854 or me at
(202) 551-3730 if you have questions regarding these comments.

Sincerely,

      Craig Wilson
							Senior Assistant Chief
Accountant
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Ms. Elissa J. Lindsoe
Identix Incorporated
June 27, 2005
Page 3

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