SecProbe.io

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Mail Stop 03-06

April 29, 2005

Carmine T. Oliva
President and Chief Executive Officer
Emrise Corporation
9485 Haven Avenue, Suite 100
Rancho Cucamonga, California 91730

Re:	Emrise Corporation
	Amendment No. 1 to Registration Statement on Form S-1
      Filed April 12, 2004
	File No. 333-122394

Dear Mr. Oliva:

      We have reviewed your filing and have the following
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 on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General

1. Disclose the material effects if shareholders approve the
proposals to be considered at your annual meeting.

Risk Factors - Page 6

2. Please expand your risk factors to describe any material risks
that may result from the issues identified in Item 9A of your
annual
report on Form 10-K for the year ended December 31, 2004.

Recently enacted and proposed changes - Page 9

3. Clarify how this risk is specific to your company, industry or
offering.

Pursue Strategic Acquisitions - Page 44

4. Please tell us the status of the pending acquisition
discussions.
Also demonstrate whether the acquisition would be material.

Management - Page 64

5. Tell us why you do not address the unavailability of your CFO.

Principal Stockholders - Page 79

6. We have reviewed your response to prior comment 20.  Please
tell
us whether under applicable state law the parties could mutually
agree to amend the contractual limitations at any time.  If the
contractual limitations may be so amended, please include in your
response an analysis of why the related securities should not be
included in the beneficial ownership table.

Selling Security Holders - Page 81

7. We reissue our prior comment 22.  It still appears that the
number
of shares referred to in footnotes 10 and 11 exceeds the number of
shares indicated in the column entitled "Shares of Common Stock
Being
Offered."  Please ensure that the footnotes to this column are
reconcilable to the numbers in the table.

8. In addition, please revise footnote 30 to clearly indicate
which
securities are included in the number of shares beneficially owned
by
the applicable beneficial owner.

Note 17.  Subsequent Events - Page F-34

9. For your recent acquisition of Pascall Electronic please
provide
your test of significance under Rule 3-05 of Regulation S-X. Tell
us
your consideration of 3-05(b)(4) of Regulation S-X.

10. In this regard, if financial statements of Pascall Electronics
are not required to be filed prior to effectiveness, please
confirm
that the required financial statements will be timely filed.
Accordingly, it appears that you are required to file on or before
May 31, 2005.

11. Supplementally explain the accounting for the purchase of
Pascall.  Identify the purchase price and describe the purchase
price
allocation in sufficient detail so that we can understand how the
purchase price was allocated to the items required, including
goodwill and identifiable intangible assets, such as the non-
competition agreements.  If your purchase price allocation
resulted
in a significant increase or decrease from the historical book
value
of an asset or liability, please tell us how you made your
valuation.

Exhibits

12. In connection with the recent acquisition of Pascall, please
update your registration statement to include any agreements
required
to be filed pursuant to Item 601(b) of Regulation S-K.

13. We may have further comments after you file exhibits
identified
as "to be filed by amendment."

* * *

      As appropriate, please amend your registration statement 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 direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Traci Hornfeck at (202) 824-5565, or Brian
Cascio, Branch Chief, at (202) 942-1791, if you have questions
regarding our comments on the financial statements and related
matters.  Please contact Tim Buchmiller at (202) 824-5354 or me at
(202) 924-5697 with questions regarding our comments on any other
part of your filing.

      Sincerely,

      Russell Mancuso
      Branch Chief

cc:	Larry A. Cerutti, Esq.
	Cristy Lomenzo Parker, Esq.
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Carmine T. Oliva
Emrise Corporation
April 29, 2005
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