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      Unassociated Document

                MITCHELL
                  S. NUSSBAUM

                Attorney
                  At Law

                345
                  Park Avenue

                New
                  York, NY 10154

                Direct
                  212.407.4159

                Main
                  212.407.4000

                Fax       212.407.4990

                mnussbaum@loeb.com

    July
      28,
      2008

    David
      L.
      Orlic, Special Counsel

    Securities
      and Exchange Commission

    100
      F.
      Street, N.E.

    Washington,
      D.C. 20549

    Mail
      Stop
      4561

              Re:

              Intelli-Check-Mobilisa,
                Inc.

    Amendment
      No. 1 to Form S-3

    Filed: July
      8, 2008

    File
      No.
      333-151302

    Form
      10-Q
      for the quarterly period ended March 31, 2008

    Filed: May
      15, 2008

    File
      No. 000-50296

    Dear
      Mr.
      Orlic:

    On
      behalf
      of our client, Intelli-Check - Mobilisa, Inc., a Delaware corporation (the
      “Company”), we are responding to comments provided to the Company by the Staff
      in its letter to Nelson Ludlow dated July 23, 2008 (the “Staff’s
      Letter”).

    The
      Company’s responses to the Staff’s comments set forth in the Staff’s Letter are
      as follows:

    Form
      10-Q for the Quarterly Period Ended March 31, 2008

    Item
      4. Controls and Procedures

    (a)
      Evaluation of Disclosure Controls and Procedures, page
      21

              1.

              We
                note your proposed language regarding disclosure controls and procedures
                for use in future filings. The effectiveness conclusion that you
                express
                in your reports must be that of your chief executive officer and
                chief
                financial officer, not that of your management with the participation
                of
                those officers. See Item 307 and Item 601(b)(31)(i) of Regulation
                S-K.
                Also, please do not limit the effectiveness conclusion itself with
                reference to the definition of disclosure controls and procedures,
                but
                rather simply state the conclusions of the relevant officers as to
                whether
                your disclosure controls and procedures, as defined in Rule 13a-15(e),
                were effective as of the end of the period covered by the report.
                See Item
                307 Regulation S-K. If you determine to set out the definition of
                disclosure controls and procedures in your disclosure, please place
                this
                language elsewhere. In your response, please confirm your understanding
                of
                these matters with respect to future
                filings.

          David
            L.
            Orlic

          July
            28,
            2008

          Page 2

    The
      Company’s Chief Executive Officer and Chief Financial Officer did conclude, as
      of March 31, 2008, that the Company’s disclosure controls and procedures were
      effective. The Company understands the matters specified in the Staff’s letter.
      In future filings, the Company will use the following language in response
      to
      Item 4 of Part I of Form 10-Q:

    “Our
      Chief Executive Officer and our Chief Financial Officer evaluated, together
      with
      the participation of our management, the effectiveness of our disclosure
      controls and procedures as of the end of the period covered by this Quarterly
      Report on Form 10-Q. As of [date], our Chief Executive Officer and our Chief
      Financial Officer concluded that our disclosure controls and procedures, as
      defined in Securities Exchange Act Rule 13a-15(e), were effective.

    Our
      disclosure controls and procedures have been formulated to ensure (i) that
      information that we are required to disclose in reports that we file or submit
      under the Securities Exchange Act of 1934 were recorded, processed, summarized
      and reported within the time periods specified in Securities and Exchange
      Commission rules and forms and (ii) that information required to be disclosed
      by
      us is accumulated and communicated to our management, including our Chief
      Executive Officer and Chief Financial Officer, as appropriate, to allow timely
      decisions regarding required disclosure.”

    Your
      prompt attention to this filing would be greatly appreciated. Should you have
      any questions concerning any of the foregoing please contact me by telephone
      at
      (212) 407-4159.

    Very
      truly yours,

    /s/
      Mitchell S. Nussbaum

    Mitchell
      S. Nussbaum