SecProbe.io

June 1 3, 2014

Via E -mail
Nelson Ludlow
Chief Executive Officer
Intellicheck Mobilisa, Inc.
191 Otto Street
Port Townsend, WA 98368

Re: Intellicheck Mobilisa, Inc.
 Preliminary Proxy  Statement on Schedule 14 A
Filed on June 5, 2014
File No. 000-50296

Dear Dr. Ludlow :

We have reviewed your filing an d have the following 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 within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply t o 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 filing and the information you provide in
response to these  comments, we may have  additional comment s.

General

1. We note that you have omitted certain information such as the meeting date and location,
record date, and related information.   It is unclear under what authority this information is
being omitted.  Please revise to include the missing information .

Proposal No. 1

Grant the Board of Directors Discretionary Authority to Amend the Company’s Certificate of
Incorporation to Effect a One -For-Ten Reverse Stock Split of the Company’s Common Stock

2. For clarity, p lease disclose, in tabular format,  the number of shares of common stock
currently authorized, issued and outstanding, reserved for issuance and authorized but
unissued and the number of shares in those same categories after completion of the
reverse stock split .

Nelson Lu dlow
Intellicheck Mobilisa, Inc.
June 13, 2014
Page 2

3. Please tell us whether you  presently have any plans, proposals or arrangements to issue
any of the newly available authorized shares of common stock for any purpose, including
future acquisitions and/or financings.  If not, state that you have no such plans, proposals,
or arrangements, written or otherwise, at this time to issue any of the newly available
authorized shares of common stock .

4. Discuss the possible anti -takeover effects of the effective increase in your authorized
shares.   Refer to Release No. 34 -15230.  A lso discuss other anti -takeover mechanisms
that may be present in your governing documents or otherwise and whether there are any
plans or  proposals to adopt other provisions or enter into other arrangements that may
have material anti -takeover consequences. Inform holders that management might use the
additional shares to resist or frus trate a third -party transaction .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain t hat the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   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 responding to our comments, please provide  a written 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 Commiss ion or any person under the federal securities laws of the United States.

Please contact Ji Kim, Attorney -Advisor, at (202) 551 -3579  or, in her absence, the
undersigned at (202) 551 -3457 with any questions.

Sincerely,

 /s/ Maryse Mills -Apenteng

Maryse Mills -Apenteng
Special Counsel