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    Unassociated Document

              925
      Fourth Avenue, Suite 2900

              Seattle,
      WA 982104-1158

              T  (206)
      623-7580       www.klgates.com

              Christopher H.
      Cunningham

              (206)
      370-7639

              Chris.Cunningham@klgates.com

    July 6,
2010

    VIA
EDGAR

    Mathew
Crispino

    United
States Securities and Exchange Commission

    Division
of Corporate Finance

    100 F
Street, N.E.

    Washington,
D.C. 20549

              Re:

              Intellicheck
      Mobilisa, Inc.

    Registration
Statement on Form S-3

    Filed May
27, 2010

    File No.
333-167124

    Ladies
and Gentlemen:

    On behalf
of Intellicheck Mobilisa, Inc. (the “Company”), set forth below are the
responses of the Company to the comments of the staff of the Securities and
Exchange Commission (the “Staff”) regarding the above-referenced filing set
forth in the Staff’s letter dated June 23, 2010.  For your
convenience, we have repeated each of the comments set forth in the letter and
followed each comment with the response of the Company.

    Registration Statement on
Form S-3

    General

              1.
        Comment:

              Please
      provide an analysis of your eligibility 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 comply
      with Instruction 7 to the General
Instruction.

              Response:

              The
      Company is relying on Instruction I.B.6 to register the primary
      offering.  The Company will revise the cover of the prospectus
      to comply with Instruction 7.

      Mathew
Crispino

      United
States Securities and Exchange Commission

      Division
of Corporate Finance

      July 6,
2010

      Page
2

      Where You Can Find More
Information, page 13

              2.
      Comment:

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

              Response:

              The
      Company will make the requested revision in a pre-effective amendment to
      Form S-3.

    Signatures, page
II-4

              3.
      Comment:

              Your
      Form S-3 must be signed by your controller or principal accounting
      officer.  Refer to Instruction 1 to Signatures of Form
      S-3.  If Mr. Peter Mundy also occupies the position of principal
      accounting officer, his title should be revised to indicate each capacity
      in which he signs the report. Otherwise, please revise to include the
      signature of your controller or principal accounting
    officer.

              Response:

              The
      Company will make the requested revision to indicate that Mr. Mundy is
      signing in his capacity as the principal accounting officer and principal
      financial officer in a pre-effective amendment to Form
  S-3.

    Exhibit
5.1

              4.
      Comment:

              The
      legality opinion you have filed appears to be limited to the legality of
      the shares being registered in connection with the primary
      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 validly issued, fully paid and
      non-assessable.  Refer to Item 601(b)(5) of Regulation
      S-K.

              Response:

              The
      Company will file an opinion of counsel that the shares of common stock
      that may be sold by the selling shareholders are validly issued, fully
      paid and non-assessable in a pre-effective amendment to Form
      S-3.

    If you
have any questions with respect to the foregoing, please feel free to call me at
(206) 370-7639.

              Sincerely
      yours,

              /s/
      Christopher H. Cunningham

              Christopher
      H. Cunningham

  cc:  Peter
Mundy, Intellicheck Mobilisa, Inc.