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June 25, 2021
Kristin Taylor
Chief Executive Officer
ImageWare Systems, Inc.
11440 West Bernardo Court, Suite 300
San Diego, California 92127
Re:ImageWare Systems, Inc.
Registration Statement on Form S-1
Filed June 16, 2021
File No. 333-257125
Dear Ms. Taylor:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1
Signatures, page II-11
1.Please revise your signature page to have your principal financial officer, as well as your
principal accounting officer or controller, sign the registration statement in his or her
individual capacity.  If someone has signed in more than one capacity, indicate each
capacity in which he or she signed.  For guidance, please refer to the signature
requirements in Form S-1.

 FirstName LastNameKristin Taylor
 Comapany NameImageWare Systems, Inc.
 June 25, 2021 Page 2
 FirstName LastName
Kristin Taylor
ImageWare Systems, Inc.
June 25, 2021
Page 2
General
2.We note that the company entered into a similar purchase agreement with Lincoln Park in
2020.  Please disclose the status of that agreement, including the number of shares sold
under it.  Include risk factor disclosure that discusses the impact, if any, of the prior
agreement on the current one.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Matthew Crispino, Staff Attorney, at (202) 551-3456 or Jan Woo, Legal
Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       John P. Kennedy