SecProbe.io

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LARRY A. CERUTTI
Direct Dial: (714) 641-3450
E-mail: lcerutti@rutan.com                            May 31, 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
                  Amendment No. 1 to Registration Statement on Form S-1
                  Filed April 12, 2005
                  Registration No. 333-122394
                  -----------------------------------------------------

Dear Mr. Mancuso:

         On behalf of Emrise Corporation ("Company"), this letter responds to
your letter to the Company dated April 29, 2005. The comments contained in your
letter are set forth below in their entirety for your convenience.

         Enclosed are clean and marked to show changes copies of Amendment No. 2
to the Company's Registration Statement on Form S-1, Registration No. 333-122394
("Registration Statement"). Also enclosed are clean copies of the Company's Form
8-K/A No. 1 for March 18, 2005 relating to the Pascall acquisition and the
Company's Form 10-Q for the quarter ended March 31, 2005.

         We have indicated below 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.
May 31, 2005
Page 2

General
-------

1.       DISCLOSE THE MATERIAL EFFECTS IF SHAREHOLDERS APPROVE THE PROPOSALS TO
         BE CONSIDERED AT YOUR ANNUAL MEETING.

         Proposals 1 and 3 were approved at the special meeting of stockholders
held on May 6, 2005. These proposals related to the amendment of the Company's
certificate of incorporation in order to increase the Company's authorized
common stock from 50,000,000 shares to 150,000,000 shares and make clarifying
changes and the amendment and restatement of the Company's certificate of
incorporation in order to modernize and conform the Company's certificate of
incorporation to current Delaware corporate law and practices. Due to the
supermajority voting requirement applicable to proposal 2, which related to the
amendment of the Company's certificate of incorporation in order to clarify the
mechanics of the Company's classified board, the Company did not receive
sufficient affirmative votes to approve proposal 2. The Company filed an amended
and restated certificate of incorporation in Delaware on May 9. 2005 and
attached that filing as an exhibit to a Form 8-K for May 6, 2005. The
"Description of Capital Stock" at page 103 of the Registration Statement has
been revised to reflect the increase in the authorized capital.

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.

         As disclosed at page 20 in Item 4 of the Company's Form 10-Q for the
quarter ended March 31, 2005, the Company has taken steps to address both of the
issues identified in Item 9A of the Form 10-K. Accordingly, the Company does not
believe it is necessary to include a risk factor describing the issues
identified in Item 9A.

Recently enacted and proposed changes - Page 9
----------------------------------------------

3.       CLARIFY HOW THIS RISK IS SPECIFIC TO YOUR COMPANY, INDUSTRY OR
         OFFERING.

         This risk factor has been deleted from the revised Registration
Statement.

<PAGE>

Russell Mancuso, Esq.
May 31, 2005
Page 3

Pursue Strategic Acquisitions - Page 44
---------------------------------------

4.       PLEASE TELL US THE STATUS OF THE PENDING ACQUISITION DISCUSSION. ALSO
         DEMONSTRATE WHETHER THE ACQUISITION WOULD BE MATERIAL.

         As indicated at page 56 of the Registration Statement, the Company
is currently in discussions to acquire a United States-based power supply
company. Given the current stage of the discussions, the Company does not
believes that any update to this language or any demonstration of whether the
acquisition would be material are appropriate at this time.

Management - Page 64
--------------------

5.       TELL US WHY YOU DO NOT ADDRESS THE UNAVAILABILITY OF YOUR CFO.

         On April 5, 2005, the Company's CFO underwent emergency surgery. The
Company's CEO was appointed to serve as Acting CFO during the CFO's
unavailability. The surgery was successful and the CFO has since returned to the
office on a part-time basis. Disclosure of the existence of an Acting CFO has
been made under the "Management" heading at page 77 of the Registration
Statement.

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.

         Based upon our informal consultation with an attorney licensed to
practice in the State of New York, we believe that under applicable state law,
the parties could mutually agree to amend the contractual limitations at any
time. In my conversations with Tim Buchmiller on May 3, 2005, Mr. Buchmiller
indicated that based on the current practices of the staff, because the
contractual limitation is contained in the warrant agreement rather than in a
charter document, it may be necessary for the Company to include the full amount
of the underlying securities on the face of the table and then to address the
contractual limitation in the footnote, as opposed to applying the 9.999%
contractual limitation to the number of shares shown on the face of the table
and then showing in the footnote the full amount of underlying securities that
would be beneficially owned if the contractual limitation did not apply (as was
done in Amendment No. 1 to the Registration Statement).

<PAGE>

Russell Mancuso, Esq.
May 31, 2005
Page 4

         However, based upon our review of an amicus brief filed by the
Securities and Exchange Commission in March 2001 relating to Levy v. Southbrook
International Investments, Ltd. et al. (U.S. Court of Appeal for the Second
Circuit, No. 00-7630), it appears that where the contractual limitations appear
(e.g., in a charter document rather than in a warrant agreement) and whether and
how the contractual limitations may be amended would simply be factors that may
indicate whether the contractual limitations are binding and valid. Further, we
believe that Rule 13d-3, which states in part that "a person shall be deemed to
be the beneficial owner of a security . . . if that person has the right to
acquire beneficial ownership of such security . . . within 60 days . . . ,"
contemplates that the person must currently have a right to acquire the security
within 60 days, as opposed to needing to negotiate with the issuer in order to
acquire a right to acquire the security within 60 days.

         We continue to believe that the presentation used in Amendment No. 1 to
the Registration Statement is appropriate given our belief that the contractual
limitations are binding and effective to prevent beneficial ownership of
underlying shares in excess of 9.999%, and we are concerned about giving the
impression on the face of the table that a selling security holder to whom the
contractual limitations apply actually beneficially owns more than 9.999% of the
Company's outstanding common stock. However, in the interest of resolving the
staff's comment, the principal stockholders' table and footnote 7 at page 92
of the Registration Statement have been revised pursuant to Mr. Buchmiller's
suggestion.

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

7.       WE REISSUE OUR PRIOR COMMENT 22. IT STILL APPEARS THAT THE NUMBER OF
         SHARES REFERRED TO IN FOOTNOTES 10 AND 11 EXCEED 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.

         Footnotes 10 and 11 have been revised, new footnotes 12 and 13 have
been added, and previous footnote 30 has been eliminated to clarify these
ownership figures and correct typographical errors. The footnotes to the "Shares
of Common Stock Being Offered" are now 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.

         As indicated in response to your comment 7 above, previous footnote 30
has been eliminated. Footnotes 10 through 13 clarify these ownership figures.

<PAGE>

Russell Mancuso, Esq.
May 31, 2005
Page 5

Note 17. Subsequent Events - Page F-34
--------------------------------------

9.       FOR YOUR RECENT ACQUISITION OF PASCALL ELECTRONICS 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.

         TEST OF SIGNIFICANCE
         --------------------

         The Company acquired 100% of the equity interests in Pascall Electronic
(Holding) Limited ("PEHL"), the parent holding company of Pascall Electronic
Limited ("Pascall"), on March 18, 2005. Based on the following calculations
under Rule 1-02(w) of Regulation S-X, PEHL became a "significant subsidiary" of
the Company at the time of acquisition:

         Investment Test (Rule 1-02(w)(1))
         ---------------------------------

$9,669,000          Total GAAP purchase price for PEHL (described below in
                    response to comment 11)

$25,086,000         Company total consolidated assets as of December 31, 2004

38.5%               Total GAAP purchase price for PEHL as a percentage of
                    Company total consolidated assets as of December 31, 2004

         Asset Test (Rule 1-02(w)(2))
         ----------------------------

$12,284,000         PEHL total assets acquired

$25,086,000         Company total consolidated assets as of December 31, 2004

49.0%               PEHL total assets as a percentage of Company consolidated
                    assets as of December 31, 2004

<PAGE>

Russell Mancuso, Esq.
May 31, 2005
Page 6

         Income Test (Rule 1-02(w)(3))
         -----------------------------

$175,000            Company equity in PEHL's income from continuing operations
                    before income taxes, extraordinary items and cumulative
                    effect of a change in accounting principle for the year
                    ended December 31, 2004

$1,529,000          Company consolidated income from continuing operations
                    before income taxes, extraordinary items and cumulative
                    effect of a change in accounting principle for the year
                    ended December 31, 2004

11.4%               Company equity in PEHL's income as a percentage of Company
                    income for the year ended December 31, 2004

         CONSIDERATION OF 3-05(b)(4) OF REGULATION S-X
         ---------------------------------------------

         As of the initial filing of the Registration Statement, the
consummation of the Pascall acquisition had not yet occurred. Therefore,
pursuant to Rule 3-05(b)(4)(i)(A) of Regulation S-X, financial statements for
PEHL were not required to be included in the Registration Statement at that
time.

         However, the Company has since filed the financial statements for PEHL
in an amendment to the Form 8-K for March 18, 2005. Accordingly, those financial
statements have been included in Amendment No. 2 to the Registration Statement
pursuant to Rule 3-05(b)(4)(i)(B).

10.      IN THIS REGARD, IF FINANCIAL STATEMENTS OF PASCALL ELECTRONIC 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.

         The Company has filed the Form 8-K/A containing financial statements
required to be filed in connection with the Pascall acquisition, a copy of which
is enclosed.

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 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.

         As described at pages 26-27 of the Registration Statement, the purchase
price for the acquisition totaled $9,669,000, subject to adjustments as
described therein, and included a $5,972,000 cash payment to PEHL's former

<PAGE>

Russell Mancuso, Esq.
May 31, 2005
Page 7

ultimate parent, a $3,082,000 loan to Pascall and PEHL from XCEL Corporation
Ltd. (the Company's subsidiary that is the direct owner of PEHL), and
approximately $615,000 in acquisition costs. The following table summarizes the
unaudited assets acquired and liabilities assumed in connection with the Pascall
acquisition, including approximately $615,000 in acquisition costs:

                                                              Dollars
                                                            in Thousands
                                                           -------------
         Current assets...............................     $      6,196
         Property, plant and equipment................            1,367
         Intangibles, including goodwill                          4,721
                                                           -------------
         Total assets acquired........................           12,284
         Current liabilities..........................            2,535
         Other liabilities............................               80
                                                           -------------
         Total liabilities assumed....................            2,615
                                                           -------------
         Net assets acquired..........................     $      9,669
                                                           =============

         The purchase price represented a significant premium over the recorded
net worth of Pascall's assets. In determining to pay the premium, the Company
considered various factors, including the opportunities that Pascall presented
for the Company to add RF components and RF subsystem assemblies to the
Company's product offerings, the marketing resources of Pascall in the United
States power supplies market, and expected synergies between Pascall's business
and the Company's existing power supplies business.

         In conjunction with Pascall acquisition, the Company has engaged
a valuation firm to determine what portion of the purchase price
should be allocated to identifiable intangible assets. The Company has
considered whether the acquisition included various types of identifiable
intangible assets, inclu