SecProbe.io

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      August 16, 2005

Mail Stop 4561

Mr. Benjamin Barzilay
Chief Financial Officer
ICTS International N.V.
Biesbosch 225
1181 JC Amstelveen
The Netherlands

Re:	ICTS International N.V.
	Form 20-F for the year ended December 31, 2004
	Filed July 26, 2005
	File No. 0-28542

Dear Mr. Barzilay:

      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.

	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.

Form 20-F for the year ended December 31, 2004

Item 15 - Controls and Procedures, page 46

1. Pursuant to Item 15(a) of Form 20-F, revise to disclose the
conclusions of your chief executive officer and chief financial
officer regarding the effectiveness of your disclosure controls
and
procedures as of the end of the period covered by the report.

Exhibits 10.1 and 10.2 - Certifications

2. Please revise paragraph 4(b) of your certifications as it
relates
to your conclusions about the effectiveness of your disclosure
controls and procedures as of the end of the period covered by
this
report.  In addition, revise to include the title of each
certifying
individual.  Refer to Item 19 of Form 20-F.

*    *    *    *

      As appropriate, please amend your Form 20-F and respond to
these comments within 10 business days or tell us when you will
provide us with a response.  Please furnish a cover letter with
your
amendment that keys your responses to our comments and provides
any
requested information.  Detailed cover letters greatly facilitate
our
review.  Please file your cover letter on EDGAR.  Please
understand
that we may have additional comments after reviewing your
amendment
and responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* 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

* the company 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.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Rachel Zablow, Staff Accountant at (202)
551-
3428 or the undersigned at (202) 551-3403 if you have questions.

						Sincerely,

Steven Jacobs
Accounting Branch Chief

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Mr. Benjamin Barzilay
ICTS International N.V.
August 16, 2005
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