SecProbe.io

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                              RUTAN & TUCKER LETTERHEAD

LARRY A. CERUTTI
Direct Dial: (714) 641-3450
E-mail: lcerutti@rutan.com                  April 12, 2005

VIA FEDERAL EXPRESS AND
-----------------------
EDGAR CORRESPONDENCE
--------------------

Russell Mancuso, Esq.
Branch Chief
Division of Corporation Finance
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549-0306

         Re:      Emrise Corporation
                  Registration Statement on Form S-1
                  Filed January 31, 2004
                  Registration No. 333-122394
                  Current Report on Form 8-K/A filed September 30, 2004
                  -----------------------------------------------------

Dear Mr. Mancuso:

         On behalf of Emrise Corporation ("Company"), this letter responds to
your letter to the Company dated March 1, 2005. The comments contained in your
letter are set forth below in their entirety.

         The enclosed clean and marked to show changes copies of Amendment No. 1
to the Company's Registration Statement on Form S-1, Registration No. 333-122394
("Registration Statement") contain revisions made in response to your comments.
We have also enclosed a copy of the Company's Form 10-K for the year ended
December 31, 2004, as recently filed ("2004 Form 10-K"), which contains
disclosures responsive to your comments. In addition, enclosed are clean and
marked to show changes copies of Amendment No. 4 to the Company's Form 8-K for
July 13, 2004, as recently filed ("Form 8-K/A").

         We have indicated below whether and where disclosure in response to
your comments has been included in the Company's filings or the reasons why the
Company believes such disclosure is inapplicable or inappropriate. The page
numbers referenced below correspond to the clean non-EDGAR versions of the
enclosed documents.

<PAGE>

Russell Mancuso, Esq.
April 12, 2005
Page 2

General
-------

1.       WE NOTE FROM YOUR PRESS RELEASE DATED JANUARY 6, 2005 THAT YOU EXPECT
         THAT APPROXIMATELY $4 MILLION OF THE PROCEEDS OF YOUR JANUARY 2005
         PRIVATE EQUITY FINANCING WILL BE USED IN FEBRUARY 2005 TO COMPLETE THE
         FINANCING OF A PLANNED ACQUISITION OF A PROFITABLE EUROPEAN COMPANY, AN
         ACQUISITION EXPECTED TO GENERATE APPROXIMATELY $15 MILLION IN ANNUAL
         REVENUES AND BE ACCRETIVE TO YOUR OVERALL EARNINGS IN 2005 AND THAT
         MANAGEMENT HAS IDENTIFIED AN ADDITIONAL ACQUISITION IN THE UNITED
         STATES. PLEASE UPDATE YOUR PROSPECTUS TO DESCRIBE ANY MATERIAL
         DEVELOPMENTS REGARDING YOUR PROPOSED ACQUISITIONS.

         Disclosure regarding the Pascall acquisition that was completed in
March 2005 has been included throughout the prospectus and 2004 Form 10-K.
Additional disclosure has been added to page 44 of the prospectus and page 6 of
the 2004 Form 10-K indicating that the Company is in discussions to acquire a
United States-based power supply company.

Fee Table
---------

2.       PLEASE REVISE FOOTNOTE (1) TO REFLECT ONLY THOSE TRANSACTIONS PERMITTED
         BY RULE 416.

         Footnote (1) on the cover page of the Registration Statement has been
revised to delete the reference to "anti-dilution adjustments."

Prospectus Cover
----------------

3.       WE NOTE YOUR REFERENCE TO PAGE 6 FOR "SOME OF THE FACTORS." PLEASE
         REVISE TO REMOVE ANY IMPLICATION THAT YOU HAVE OMITTED MATERIAL RISK
         FACTORS.

         The reference to "some" on the cover page of the prospectus has been
omitted.

Risk Factors - Page 6
---------------------

If we are unable to fulfill backlog - Page 8
--------------------------------------------

4.       CLARIFY WHY YOU MAY NOT BE ABLE TO FULFILL BACKLOG.

         This risk factor has been revised on page 7 of the prospectus to
clarify why the Company may be unable to fulfill backlog orders.

<PAGE>

Russell Mancuso, Esq.
April 12, 2005
Page 3

The unpredictability of our quarterly operating results - Page l0
-----------------------------------------------------------------

5.       IF THE COMPLETION OF CURRENTLY ANNOUNCED MERGER PLANS IN THE INDUSTRY
         WILL ADVERSELY AFFECT YOUR BUSINESS, PLEASE SPECIFICALLY DISCLOSE THESE
         EFFECTS.

         The Company does not believe that any currently announced merger in the
telecommunications industry will adversely affect its business because the
Company is a qualified supplier to each of the RBOCs. Therefore, no new
disclosure has been added in that regard.

Capitalization - Page 14
------------------------

6.       REVISE TO REMOVE THE CAPTION RELATING TO CASH AND CASH EQUIVALENTS FROM
         YOUR PRESENTATION OF CAPITALIZATION.

         The cash and cash equivalents line item has been deleted from the
capitalization table on page 14 of the prospectus.

Selected Consolidated Historical Financial Data - Page 15
---------------------------------------------------------

7.       REVISE TO RECONCILE YOUR "LONG-TERM DEBT, NET OF CURRENT PORTION" WITH
         YOUR CONDENSED CONSOLIDATED BALANCE SHEET ON PAGE F-2. THIS COMMENT
         ALSO APPLIES TO YOUR SUMMARY OF CONSOLIDATED HISTORICAL FINANCIAL DATA
         ON PAGE 4. PLEASE REVISE AS NECESSARY.

         It appears that the error to which your comment refers was contained in
the September 30, 2004 column, which column has been eliminated from the tables
in both locations and replaced with a 2004 column on page 16 of the prospectus
that has been reconciled to the balance sheet.

8.       WE NOTE THE LARUS ACQUISITION IN JULY 2004. REVISE TO DESCRIBE OR
         CROSS-REFERENCE TO A DISCUSSION OF SIGNIFICANT MATTERS THAT AFFECT THE
         COMPARABILITY OF THE FINANCIAL DATA PRESENTED. REFER TO INSTRUCTION 2
         TO ITEM 301 OF REGULATION S-K. THIS COMMENT ALSO APPLIES TO YOUR
         QUARTERLY DATA.

         Appropriate descriptions or cross-references have been included at
pages 5, 16 and 36 of the prospectus.

<PAGE>

Russell Mancuso, Esq.
April 12, 2005
Page 4

9.       WE NOTE THAT THE FINANCIAL STATEMENTS ARE "DERIVED FROM" THE AUDITED
         FINANCIAL STATEMENTS. PLEASE SUPPLEMENTALLY CLARIFY WHAT IS MEANT BY
         THE PHRASE "QUALIFIED IN THEIR ENTIRETY BY REFERENCE."

         The phrase "qualified in their entirety by reference" has been deleted
from the introductory paragraphs of the "Summary Consolidated Historical
Financial Data" at page 4 of the prospectus and "Selected Consolidated
Historical Financial Data" at page 15 of the prospectus.

Management's Discussion and Analysis... - Page 17
-------------------------------------------------

Results of Operations - Page 17
-------------------------------

Nine Months ended September 30, 2004 Compared to Nine Months ended September 30,
--------------------------------------------------------------------------------
2003 - Page 21
--------------

10.      WHERE CHANGES IN LINE ITEMS OF THE FINANCIAL STATEMENTS ARE THE RESULT
         OF MORE THAN ONE FACTOR AND/OR OF OFFSETTING FACTORS, THE IMPACT OF
         EACH INDIVIDUALLY SIGNIFICANT FACTOR SHOULD BE QUANTIFIED TO THE EXTENT
         PRACTICABLE. ALSO, INCLUDE AN EXPLANATION OF HOW OR WHY THESE FACTORS
         AROSE. FOR EXAMPLE, WE WOULD EXPECT TO SEE THE IMPACT OF THE LARUS
         ACQUISITION ON EACH SIGNIFICANT LINE ITEM OF THE FINANCIAL STATEMENTS
         QUANTIFIED IN YOUR MD&A DISCUSSION. APPLY THIS GUIDANCE THROUGHOUT
         MD&A.

         Additional disclosure has been added to the comparative information
contained at pages 24 to 29 of the prospectus and pages 37 to 42 of the 2004
Form 10-K in response to this comment.

11.      PLEASE PROVIDE MORE DETAILED DISCUSSION OF THE EFFECTS OF PRICE AND
         PRODUCT MIX CHANGES. IN GENERAL, YOUR DISCUSSION SHOULD SEPARATELY
         QUANTIFY THE EFFECTS OF CHANGES IN RATE AND VOLUME ON REPORTED REVENUE.
         REFER TO PARAGRAPH (A)(3)(III) OF ITEM 303 OF REGULATION S-K FOR
         GUIDANCE.

         Additional disclosure has been added to the net sales discussions on
page 24 to 26 and 28 of the prospectus and at pages 37 to 39 and 41 of the 2004
Form 10-K to discuss the effects of price and product mix changes.

<PAGE>

Russell Mancuso, Esq.
April 12, 2005
Page 5

12.      WE NOTE YOUR REFERENCE TO WORK FORCE REDUCTIONS AND COST CUTTING
         EFFORTS IN YOUR OVERVIEW SECTION. TELL US WHETHER ANY LIABILITIES FROM
         THESE REFERENCED PROGRAMS ARE REFLECTED IN YOUR DECEMBER 31, 2003 OR
         SEPTEMBER 30, 2004 BALANCE SHEETS. REVISE TO DESCRIBE AND QUANTIFY THE
         ACTIONS UNDERTAKEN IN THESE REDUCTION PROGRAMS AND TO QUANTIFY THE
         KNOWN OR EXPECTED SAVINGS THAT HAVE RESULTED FROM THEM.

         There are no liabilities for cost reduction programs reflected in the
Company's December 31, 2004, December 31, 2003 or September 30, 2004 balance
sheets. The "Overview" sections beginning at page 17 of the prospectus and page
30 of the 2004 Form 10-K have been revised to describe and quantify the actions
and savings.

Liquidity and Capital Resources - Page 28
-----------------------------------------

13.      NOTE THAT ITEM 303 OF REGULATION S-K REQUIRES DISCUSSION OF CHANGES IN
         FINANCIAL CONDITION BETWEEN THE TWO FISCAL YEARS AND ANY SUBSEQUENT
         INTERIM PERIOD FOR WHICH FINANCIAL STATEMENTS ARE REQUIRED TO BE
         INCLUDED IN THE FILING ON FORM S-1. ACCORDINGLY, YOU MUST DESCRIBE
         CHANGES IN FINANCIAL CONDITION BETWEEN DECEMBER 31, 2003 AND 2002 AND
         BETWEEN SEPTEMBER 30, 2004 AND DECEMBER 31, 2003. REVISE AS NECESSARY.

         The financial statements in the S-1/A have been updated to include
annual financial statements for the year ended December 31, 2004. Accordingly,
interim financial statements are no longer required. The "Liquidity and Capital
Resources" section of the MD&A has been updated beginning at page 29 of the
prospectus and page 42 of the 2004 Form 10-K to discuss changes in financial
condition between December 31, 2004 and 2003.

14.      IN THIS REGARD, EXPAND TO DESCRIBE THE REASONS FOR THE INCREASES AND
         DECREASES IN THE VARIOUS COMPONENTS OF WORKING CAPITAL CITED AS
         IMPACTING CASH FLOW FROM OPERATIONS. IN GENERAL, WHEN YOU DESCRIBE THE
         EFFECTS OF CHANGES IN WORKING CAPITAL ON CASH FLOW FROM OPERATIONS, THE
         REASONS FOR THESE CHANGES SHOULD ALSO BE DESCRIBED.

         The expanded discussion has been included beginning at page 29 of the
prospectus and page 42 of the 2004 Form 10-K.

15.      AS RELATED MATTER, WE NOTE THE SIGNIFICANT INVENTORY AND ACCOUNTS
         RECEIVABLE BALANCES AT SEPTEMBER 30, 2004. PLEASE DISCUSS THESE
         BALANCES AND THEIR RELATED TURNOVER/COLLECTION RATES ON A COMPARATIVE
         BASIS. ALSO, EXPLAIN THE BASIS OF YOUR CONCLUSIONS REGARDING THE
         RECOVERABILITY OF INVENTORY AND ACCOUNTS RECEIVABLE AS OF THE MOST
         RECENT BALANCE SHEET DATE.

         The requested discussion and explanation as updated to December 31,
2004 have been included in the "Liquidity and Capital Resources" section of the
MD&A beginning at page 29 of the prospectus and page 42 of the 2004 Form 10-K.

<PAGE>

Russell Mancuso, Esq.
April 12, 2005
Page 6

16.      REVISE TO DEFINE THE FINANCIAL RATIOS AND MINIMUM NET WORTH LEVELS
         REQUIRED IN YOUR FINANCIAL COVENANTS. WHAT WOULD HAPPEN IF YOU WERE
         UNABLE TO OBTAIN A WAIVER OR AMENDMENT FROM YOUR LENDER ON REASONABLE
         TERMS? WHAT KIND OF INTEREST RATE INCREASES COULD BE IMPOSED?
         SUPPLEMENTALLY DISCUSS.

         The requested definitions and related discussion have been included in
the "Liquidity and Capital Resources" section beginning at page 29 of the
prospectus and page 42 of the 2004 Form 10-K.

17.      CLARIFY HOW YOUR NEW CREDIT ARRANGEMENTS AFFECT YOUR HISTORIC COST OF
         CAPITAL.

         A discussion of the effects of the new credit arrangement on the
Company's historic cost of capital has been added in the "Liquidity and Capital
Resources" section of the MD&A at page 31 of the prospectus and page 43 of the
2004 Form 10-K.

Management - Page 65
--------------------

Code of Ethics - Page 67
------------------------

18.      PLEASE RECONCILE THE DISCLOSURE IN THE SECOND PARAGRAPH WITH THE
         CURRENT FORM 8-K ITEM NUMBERS AND DEADLINES.

         The references to the Form 8-K item number and deadline have been
corrected at page 67 of the prospectus and page 59 of the 2004 Form 10-K.

Related-Party Transactions - Page 79
------------------------------------

19.      PLEASE ENSURE THAT YOU HAVE DISCLOSED ALL RELATED PARTY TRANSACTIONS
         DURING THE LAST THREE YEARS. SEE INSTRUCTION 2 TO REGULATION S-K ITEM
         404. FOR EXAMPLE, WE NOTE THE RELATIONSHIP MENTIONED IN FOOTNOTE 27 TO
         YOUR TABLE OF SELLING SECURITY HOLDERS.

         There are no additional related party transactions to disclose pursuant
to Item 404. In that regard, we note that the relationships mentioned in
footnotes 24 and 27 of the selling security holders table on page 84 of the
prospectus did not meet the dollar threshold of Item 404.

Principal Stockholders - Page 80
--------------------------------

20.      WE NOTE IN THE SECOND PARAGRAPH YOUR EXCLUSION OF SECURITIES UNDERLYING
         SPECIFIED DERIVATIVE SECURITIES. IF THE EXCLUSIONS ARE BASED ON
         CONTRACTUAL LIMITATIONS THAT CAN BE WAIVED BY THE PARTIES, THE RELATED
         SECURITIES SHOULD BE INCLUDED IN THE BENEFICIAL OWNERSHIP TABLE. YOU
         MAY INCLUDE APPROPRIATE EXPLANATORY FOOTNOTES. IN THIS REGARD, WE NOTE
         YOUR REFERENCE TO NON-WAIVABLE PROVISIONS IN FOOTNOTE (8). PLEASE TELL
         US HOW, UNDER APPLICABLE STATE LAW, CONTRACT PROVISIONS MAY NOT BE
         WAIVED. THIS COMMENT ALSO APPLIES TO THE DISCLOSURE IN YOUR TABLE OF
         SELLING SECURITY HOLDERS.

<PAGE>

Russell Mancuso, Esq.
April 12, 2005
Page 7

         The contractual limitations expressly state that they may not be
waived. The contracts contain a choice of law provision that selects New York
law as the governing law. The Company is not aware of any provisions of New York
law that would prevent the parties from exercising their freedom to
contractually agree that the beneficial ownership limitations may not be waived.
Accordingly, as discussed in the footnotes to the table of principal
stockholders and the table of selling security holders, a specified number of
securities has been excluded from the beneficial ownership figures for certain
of the selling security holders.

Selling Security Holders - Page 82
----------------------------------

21.      WE NOTE YOUR REFERENCE TO ROTH CAPITAL PARTNERS IN THE THIRD PARAGRAPH.
         PLEASE TELL US WHETHER ANY OTHER SELLING SECURITY HOLDERS ARE
         BROKER-DEALERS OR AFFILIATES OF BROKER-DEALERS.

         Each selling security holder other than Roth Capital Partners has
represented to the Company that it is not a broker-dealer or an affiliate of a
broker-dealer.

22.      REFER TO 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. FOR EXAMPLE, FOOTNOTES 10 AND 11 DESCRIBE MORE
         SHARES THAN ARE REFLECTED IN THE COLUMN.

         The footnotes have been reconciled to the selling security holders'
table, and a new footnote 30 has been added at page 84 of the prospectus to
include a portion of the information that previously was included in footnotes
10 and 11.

23.      PLEASE RECONCILE THE 200,500 SHARES REGISTERED FOR JASON OLIVA WITH THE
         250,500 SHARES DESCRIBED AS ISSUED TO MR. OLIVA ON PAGE 88. ALSO, IT
         APPEARS THAT ON PAGES 86-88 YOU HAVE DESCRIBED MORE SHARES AS BEING
         INCLUDED FOR SALE IN THE PROSPECTUS THAN ARE INCLUDED IN THE SELLING
         SECURITY HOLDERS' TABLE.

         A typographical error that was