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Letter of Correspondence

 DLA Piper Rudnick Gray Cary US LLP

701 Fifth Avenue, Suite 7000

Seattle, Washington 98104-7044

T    206.839.4824

F    206.839.4801

W  www.dlapiper.com

 August 4, 2005

 Ms. Kathleen Collins

 Accounting Branch Chief

 United States Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
SAFLINK Corporation

 Form 10-K for the Fiscal
Year Ended December 31, 2004 (Filed March 31, 2005)

 Form 10-Q for the Fiscal Quarter Ended March 31, 2005 (Filed May 16, 2005)

 File No. 000-20270

 Dear Ms. Collins:

 We are writing on behalf of our client, SAFLINK Corporation, in response to the comment letter from the Staff of the Securities and Exchange Commission
dated July 21, 2005, with respect to SAFLINK’s Form 10-K for the fiscal year ended December 31, 2005 (File No. 000-20270), Form 10-Q for the fiscal quarter ended March 31, 2005 (File No. 000-20270). In connection with our client’s
response, SAFLINK acknowledges that:

•

it is responsible for the adequacy and accuracy of the disclosure in the filings reviewed;

•

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

•

it 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.

 The italicized paragraphs below restate the
numbered paragraphs in the Staff’s comment letter, and the discussion set out below each such paragraph is SAFLINK’s response to the Staff’s comment.

 Response to the Staff’s Comments:

 Form 10-K for the Fiscal Year Ended December 31, 2004

 Note 2: Summary of Significant Accounting Policies, Segment Reporting, page F-11

1.
We note your disclosure that you believe you operated as a single segment for all periods presented. We further note that you acquired SSP-Litronic in 2004, which
materially changed your operations and financial position. Please show us examples of the operating results that your chief operating decision maker uses to make decisions about resource allocation and to performance assessment, both before and
after the SSP-Litronic acquisition. Provide us any additional analysis to support your conclusion that you continue to only have one reportable operating segment following the SSP-Litronic acquisition. Refer to paragraph 10 and 16 of SFAS 131.

 Ms. Kathleen Collins

 United States Securities and Exchange Commission

 Page Two

In response to the Staff’s comment, some examples of the operating results that SAFLINK’s chief operating decision maker used to make
decisions about resource allocation and performance assessment before SAFLINK’s acquisition of SSP-Litronic included the amount of sales by channel (e.g., commercial sales versus government sales) and expenses and headcount metrics from various
reporting units (e.g., finance, sales and marketing, etc.). The budgeted and operating results that SAFLINK’s chief operating decision maker uses now to make decisions about resource allocation and performance assessment are consistent with
those used prior to the merger.

 SAFLINK completed its
acquisition of SSP-Litronic on August 6, 2004. For the reasons set forth below, SAFLINK has determined that it continues to have one operating segment as defined in paragraph 10 of SFAS No. 131 following the SSP-Litronic acquisition.

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SAFLINK does not provide, nor does it create, any discrete financial information pertaining to SSP-Litronic for the chief operating decision makers, or any other manager.

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Following the acquisition, SAFLINK integrated SSP-Litronic personnel into pre-existing SAFLINK functional operating units. For example, all development and engineering, sales and
marketing, and finance and accounting employees were consolidated under common management.

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SAFLINK’s 2005 budget information and results are prepared for internal review under this combined structure.

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Effective with consolidation onto one accounting system on January 1, 2005, SAFLINK’s chief operating decision maker uses SAFLINK internal operating reports that are
essentially the same after the SSP-Litronic acquisition as they were before the acquisition in making decisions about resource allocation and performance assessments.

 Because SAFLINK operates as a single operating segment under paragraph 10 of SFAS No. 131, it continues to have a single
reportable operating segment under paragraph 16 of SFAS No. 131.

 Note 3:
Business Combinations, SSP-Litronic Merger, pages F-13 to F-14

2.
We note that you issued 40,137,148 shares of SAFLINK common stock when you acquired all of the outstanding shares of SSP. We further note that the shares you issued in this
acquisition represent more than 50% of the outstanding shares of your common stock. Please tell us how you considered SFAS No. 141, paragraphs 15 - 17 in identifying the acquiring entity in this transaction. Your response should set forth in detail
your consideration of items (a) through (e) of paragraph 17, including computations, where indicated.

 In response to the Staff’s comment, SAFLINK determined that it should be identified as the acquiring entity in this transaction because
SAFLINK’s shareholders retained a larger portion of the voting rights in the combined entity, SSP-Litronic did not have a single owner or organized group of owners holding a large minority voting interest in the combined entity, SAFLINK’s
senior management dominated that of the combined entity, and SAFLINK paid a premium over the market value of the equity

 Ms. Kathleen Collins

 United States Securities and Exchange Commission

 Page Three

 securities of SSP-Litronic. SAFLINK considered paragraphs 15 – 17 of SFAS No. 141 in identifying the acquiring entity in its
acquisition of SSP-Litronic as follows:

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The relative voting rights in the combined entity after the combination. In the combination, SAFLINK acquired all of the outstanding shares of SSP-Litronic in a
stock-for-stock transaction where each share of SSP-Litronic common stock was exchanged for 0.6 shares of SAFLINK common stock. SAFLINK and SSP-Litronic executed the merger agreement as of March 22, 2004. As directed under item (a) of paragraph 17
of SFAS No. 141, in determining that the former holders of SAFLINK capital stock retained the larger portion of the voting rights, SAFLINK considered the existence of options, warrants and convertible securities in calculating the outstanding shares
of common stock of each entity on a fully-diluted basis. As of March 22, 2005, the security holders of SSP-Litronic held 44.2 million SAFLINK equivalent shares of its common stock, on a fully-diluted basis, and security holders of SAFLINK held 46.5
million shares of its common stock, on a fully-diluted basis. Therefore, as of the date of the merger agreement, the security holders of SSP-Litronic would receive 48.2% of the combined company’s outstanding fully-converted shares at closing
and the security holders of SAFLINK would retain the remaining 51.8% of the combined company’s outstanding fully-converted shares at closing. The acquisition was completed on August 6, 2004. As of that date, the security holders of SSP-Litronic
held 44.2 million SAFLINK equivalent shares of common stock, on a fully-diluted basis, and security holders of SAFLINK held 47.4 million shares of its common stock, on a fully-diluted basis. Therefore, as of the closing of the transaction, the
security holders of SSP-Litronic held 48.2% of the combined company’s outstanding fully-converted shares and the security holders of SAFLINK retained the remaining 51.8% of the combined company’s outstanding fully-converted shares. As a
result, SAFLINK determined that it was the acquiring entity because the former holders of SAFLINK capital stock as a group retained the larger portion of the voting rights in the combined entity. This factor supported the conclusion that SAFLINK was
the acquiring entity in this transaction.

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The existence of a large minority voting interest in the combined entity when no other owner or organized group of owners has a significant voting interest. Neither the
stockholders of SAFLINK nor the stockholders of SSP-Litronic consisted of a single owner or an organized group of owners who held a majority of their respective voting interests. Prior to the combination, three stockholders (NorthSound Capital, SDS
Capital Group, and SAC Capital Group) beneficially owned an aggregate of 16,441,657 shares of SAFLINK’s common stock, representing 48.6% of the outstanding common stock (calculated on the basis of 33,816,251 shares of common stock outstanding
as of June 28, 2004 – the “as of” date used for ownership disclosures in the S-4 filing made in connection with the merger). Prior to the combination, three stockholders (Richard P. Kiphart, Kris Shah and Marvin J. Winkler)
beneficially owned an aggregate of 20,433,462 shares of SSP-Litronic’s common stock, representing 35.5% of the outstanding common stock (calculated on the basis of 56,923,044 shares of common stock outstanding as of June 28, 2004). Based on
these holdings, as a result of the combination, the three SAFLINK stockholders’ shares represented 24.2% of the outstanding common stock of the combined entity, while the three SSP-Litronic stockholders’ shares represented 18.0% of the
outstanding common stock of the combined entity (in each case, calculated after giving effect to the 0.6 exchange ratio for shares of SSP-Litronic common stock). Considering item (b) of paragraph 17 of SFAS No. 141, SSP-Litronic did

 Ms. Kathleen Collins

 United States Securities and Exchange Commission

 Page Four

 not have a single owner or an organized group of owners that held a large minority voting interest in the combined entity
and this factor supported the conclusion that SAFLINK was the acquiring entity in this transaction.

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The composition of the governing body of the combined entity. The composition of SAFLINK’s board of directors immediately following completion of the combination
consisted of seven directors, of whom three were designated by SAFLINK and three were designated by SSP-Litronic. The seventh member of the board of directors was appointed at a later date by mutual agreement of the board of directors. In addition,
neither SAFLINK’s nor SSP-Litronic’s former stockholders were granted the right to elect or appoint a voting majority of the board of directors of the combined entity. Considering item (c) of paragraph 17 of SFAS No. 141, neither
SAFLINK’s nor SSP-Litronic’s former stockholders had the ability to elect or appoint a voting majority of the governing body of the combined entity. This factor does not clearly support either entity as the acquiring entity in this
transaction, and therefore did not have a significant impact on the identification of the acquiring entity.

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The composition of the senior management of the combined entity. Following completion of the combination, the chairman of the board of the combined entity was Richard P.
Kiphart, who was not a member of the senior management of either SAFLINK or SSP-Litronic prior to the transaction. The chief executive officer of the combined entity was Glenn L. Argenbright, who was the chief executive officer of SAFLINK prior to
the transaction. The chief operating officer of the combined entity was Steven D. Rishel, who was the chief operating officer of SAFLINK prior to the transaction. The chief financial officer of the combined entity was Jon C. Engman, who was the
chief financial officer of SAFLINK prior to the transaction. The divisional heads of the combined entity reporting directly to the officers listed above, including the chief technology officer, senior vice president of sales and marketing, senior
vice president of physical access systems and vice president of business development, were the divisional heads of SAFLINK prior to the transaction. Kris Shah, SSP-Litronic’s co-chairman, president, chief operating officer and secretary, was
appointed as president of Litronic, Inc., a wholly-owned subsidiary of SAFLINK, following the transaction. SAFLINK maintains the separate subsidiary to support secure projects conducted by certain SSP-Litronic personnel for various U.S. intelligence
agencies, and possesses a “secured facility” in Irvine, California; however, personnel, including the president of Litronic, report based on functional lines, which supports SAFLINK’s position of operating as one operating and
reporting segment. Mr. Shah reports to Mr. Argenbright in his capacity as president of Litronic, and oversees an engineering unit within SAFLINK. Marvin J. Winkler, SSP-Litronic’s co-chairman and chief executive officer, served as a director of
and consultant to the combined entity, but did not continue as an employee of the combined entity. Thomas E. Schiff, SSP-Litronic’s chief financial officer, served as a consultant to the combined entity, but did not continue as an employee of
the combined entity. Considering item (d) of paragraph 17 of SFAS No. 141, SAFLINK’s senior management dominated the senior management of the combined entity and this factor supported the conclusion that SAFLINK was the acquiring entity in this
transaction.

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The terms of the exchange of equity securities. As of March 22, 2004, the date SAFLINK and SSP-Litronic entered into the merger agreement, the market capitalization of
SAFLINK was approximately $90.9 million (31,332,452 outstanding shares at a market price of $2.90 per share). As of the same date, the market capitalization of SSP-Litronic was approximately

 Ms. Kathleen Collins

 United States Securities and Exchange Commission

 Page Five

 $54.9 million (38,138,998 outstanding shares at a market price of $1.44 per share). Based on a combined entity market
capitalization of approximately $145.8 million, SAFLINK’s individual market capitalization represented 62.3% of the combined entity’s market capitalization, while SSP-Litronic’s individual market value represented 37.7% of the
combined entity’s market value. Under the terms of the merger agreement, the former stockholders of SSP-Litronic would receive approximately 49% of the combined company’s outstanding fully-diluted common stock, and the stockholders of
SAFLINK would retain approximately 51% of the combined entity’s outstanding fully-diluted common stock. In addition, SAFLINK’s independent advisors determined that in the transaction, SAFLINK would be paying a spot premium of 39% and a
30-day historical premium of 69%. Considering item (e) of paragraph 17 of SFAS No. 141, SAFLINK paid a premium over the market value of the equity securities of SSP-Litronic and this factor supported the conclusion that SAFLINK was the acquiring
entity in this transaction.

3.
We note that goodwill represents over 70% of your purchase price of Litronic-SSP. Please describe the factors that contributed to a purchase price that resulted in such a
significant amount of goodwill. Tell us how you considered paragraphs 39 and A14 of SFAS No. 141 and how you determined that no[t] other material identifiable intangible assets met the recognition criteria. Also, tell us how you considered the
disclosure requirements under paragraph 51(b) of SFSA 141.

 In response to the Staff’s comment, a number of factors contributed to the purchase price SAFLINK paid for SSP-Litronic that resulted in such a significant amount of goodwill in this transaction, including:

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SSP-Litronic had a market valuation that was relatively high considering its historical revenue.

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SSP-Litronic did not have a significant amount of tangible fixed assets relative to its market valuation.

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SAFLINK paid a significant premium for SSP-Litronic because, in part, SAFLINK’s management believed that some of SSP-Litronic’s developed technology would play a key role
in SAFLINK’s future strategy and product