SecProbe.io

June 23, 2010

Nelson Ludlow  Chief Executive Officer Intellicheck Mobilisa, Inc. 191 Otto Street Port Townsend, WA 98368
Re: Intellicheck Mobilisa, Inc.
  Registration Statement on Form S-3
Filed May 27, 2010
  File No. 333-167124

Dear Mr. Ludlow:

We have limited our review of your registra tion 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 amendi ng your registration statement and providing
the requested information.  Where you do not be lieve 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 re gistration statement and the information
you provide in response to these comments,  we may have additional comments.
 General

 1. Please provide an analysis of your eligibil ity to register a primary offering of your
securities on Form S-3.  To the extent you are relying on General Instruction I.B.6 to
register your primary offering, please comp ly with Instruction 7 to the General
Instruction.
 Where You Can Find More Information, page 13

2. Please incorporate by reference the Curre nt Report on Form 8-K filed on May 26,
2010.  Refer to Item 12(a)(2) of Form S-3.

Mr. Ludlow Intellicheck Mobilisa, Inc. June 23, 2010 Page 2
 Signatures, page II-4

3. Your Form S-3 must be signed by your c ontroller or principa l accounting officer.
Refer to Instruction 1 to Signatures of Fo rm S-3.  If Mr. Peter Mundy also occupies
the position of principal account ing officer, his title should be  revised to indicate each
capacity in which he signs the report. Ot herwise, please revise to include the
signature of your controller or principal accounting officer.
 Exhibit 5.1

 4. The legality opinion you have filed appears to  be limited to the legality of the shares
being registered in connection with the pr imary offering.  Please have counsel revise
its opinion to state whether the shares of your common stock that may be sold by the selling shareholders are valid ly issued, fully paid and non-assessable.  Refer to Item
601(b)(5) of Regulation S-K.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that th e filing includes the information the Securities Act
of 1933 and all applicable S ecurities Act rules require.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective
date of the pending registration statement please provide a written statement from the company acknowledging that:

• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose th e Commission from taking any action with
respect to the filing;

• the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective,  does not relieve the company from its full responsibility
for the adequacy and accuracy of th e disclosure in the filing; and

• the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.  Please refer to Rules 460 and 461 regard ing requests for acceleration.  We will
consider a written request for acceleration of th e effective date of th e registration statement
as confirmation of the fact that those request ing acceleration are aware of their respective
responsibilities under the Securi ties Act of 1933 and the Securiti es Exchange Act of 1934 as
they relate to the proposed public offering of th e securities specified in  the above registration

Mr. Ludlow Intellicheck Mobilisa, Inc. June 23, 2010 Page 3
 statement.  Please allow adequate time for us to review any amendment prior to the requested
effective date of the regist ration statement.
 If you have any questions regarding these comments, please contact Courtney Haseley
at (202) 551-3548.  If you require further assist ance, please contact me  at (202) 551-3456.

Sincerely,
      Matthew Crispino
Staff Attorney
  cc: Via Facsimile: (206) 370-6040  Christopher H. Cunningham  K&L Gates LLP