SecProbe.io

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Mail Stop 6010

      June 29, 2005

Mr. Robert J. Brilon
Chief Executive Officer
Chief Financial Officer
InPlay Technologies, Inc.
234 S Extension Road
Mesa, Arizona 85210

      Re:	InPlay Technologies, Inc.
Form 10-KSB for the Year Ended December 31, 2004
Form 10-QSB for the Quarter Ended March 31, 2005
		File No. 001-15069

Dear Mr. Brilon:

      We have reviewed your filings and have the following
comments.
We have limited our review to matters related to the issues raised
in
our comments.  Where indicated, we think you should revise your
future filings 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.  In some of our comments, we may ask you to
provide
us with information so we may better understand your disclosure.
After reviewing this information, we may raise additional
comments.

	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 any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 10-K for the year ended December 31, 2004

Item 6.  Management`s Discussion and Analysis or Plan of
Operations,
page 13

Results of Operations for the Year Ended December 31, 2004
Compared
to the Year Ended December 31, 2003, page 15

Research, Development and Commercial Application Engineering
Expenses, page 16

1. We note that in October 2002 you announced cost-cutting
initiatives that included significant reductions in research and
development personnel.  To the extent these costs were incurred as
part of a formal restructuring plan accounted for pursuant to SFAS
146, please revise future filings, if significant, to provide the
MD&A disclosures required by SAB Topic 5-P as well as the
financial
statement disclosures required by paragraph 20 of the Statement.
The
specific charges recorded for this restructuring should be clearly
disclosed in MD&A and the financial statements.

Financial Statements, page 21

Note 5.  Note receivable from Active Recognition Technologies,
Inc.,
page 29

2. We note during the twelve months following the execution of the
definitive agreement that you committed to provide funding to ART,
up
to a maximum of $500,000.  We also note that you advanced $390,000
to
ART as of December 31, 2004 and that the remaining $110,000 was
advanced as of March 31, 2005. In addition, as of December 31 you
wrote-off the entire note receivable of $500,000.  Please tell us
how
you accounted for this transaction and why your accounting
treatment
was appropriate under GAAP.

Form 8-K filed on March 17, 2005

3. In future filings, please provide the disclosures required by
Item
10(e)(1)(i) of Regulation S-B for the non-GAAP financial measures
included in the last page of the Form 8-K filed on March 17, 2005,
including the purpose of this information and the reasons why
management believes this provides useful information to investors.
In
addition, we note that you refer to your non-GAAP information as
"pro
forma" results. The pro forma terminology has very specific
meaning
in accounting literature, as indicated by Article 11 of Regulation
S-
X. In future filings, please revise to omit the pro forma
terminology
when referring to your non-GAAP information.

      As appropriate, please 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 response that keys your
responses to our comments and provides any requested information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
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 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 Traci Hornfeck, Staff Accountant, at (202)
551-
3642 or me at (202) 551-3676 if you have questions regarding these
comments.  In this regard, do not hesitate to contact Martin
James,
Senior Assistant Chief Accountant, at (202) 551-3671.

      Sincerely,

								Brian Cascio
								Accounting Branch Chief

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Mr. Robert J. Brilon
InPlay Technologies, Inc.
June 29, 2005
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