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CORRESP
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ICOP
Digital, Inc.

16801
W. 116th Street

Lenexa,
Kansas 66219

June 6, 2005

Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 0407

Washington, D.C.  20549

Attn:
Larry Spirgel, Assistant Director

RE:          ICOP Digital, Inc.

                Form 10-KSB for the fiscal year ended December 31,
2004

                Filed April 6, 2005

                Form 10-QSB for the quarterly period ended March 31,
2005

                File No. 0-27321

Dear Mr. Spirgel:

We are writing in response to your letter
dated May 18, 2005, providing comments from your review of our Form 10-KSB
filing for the year ended December 31, 2004 and our Form 10-QSB filing for the
quarterly period ended March 31, 2005.
We include below your comments followed by our responses.

Note 7: Shareholders’ Equity,
page F-15

1.              We note
that from January through March 2004, you sold 250,000 shares of convertible
preferred stock for total proceeds of $1,099,998.  Disclose the conversion terms of the
preferred stock.  Tell us how you
considered the guidance in EITF 98-5 and 00-27 regarding beneficial conversion
feature at the commitment date.

The Company’s amended Articles of
Incorporation provide that a holder of Series A
Preferred Stock may at any time, by written notice to the Company, elect to
convert any or all of the holder’s shares of Series A Preferred Stock into
shares of Common Stock.  They also
provide for a mandatory conversion of all shares of Series A
Preferred Stock, if the Company so elects, upon completion of an equity
offering of at least $10,000,000.  The
conversion rate for both voluntary and mandatory conversions is eight shares of
Common Stock for each share of Series A Preferred
Stock converted.

The second paragraph in Note 7 to the
financial statements contained in Form 10-KSB/A filed herewith now reads as follows:

“From January through March 2004, the Company
sold 250,000 shares of convertible preferred stock for total proceeds of
$1,099,998.  Each share can be converted
into eight shares of common stock at any time by written notice from the
shareholder and can be converted at the same rate by the Company, if it so
elects, upon completion of an offering of common stock with gross proceeds of
at least $10,000,000. Each share of preferred stock also carries a warrant that
allows the purchase of an additional eight common shares at a price of $1.80
per share for a period of five years.”

After consideration of EITF 98-5 and 00-27,
we concluded that there was no beneficial conversion feature at the commitment
date.  During the period from January to
March 2004 when the Preferred Stock was purchased, the Company’s common shares
were not actively traded.  There were no
sales of Common Stock within six months before the Preferred Stock
offering.  The price and other terms of
the Preferred Stock were negotiated directly with the lead investors.  There was no market for the common shares
until October 2004 when trading began on the OTC Bulletin Board.

Note 10:  Subsequent Events, page F-18

2.              Revise
your financial statements to show the effect of the reverse stock split in
accordance with paragraph 54 of SFAS 128.

In accordance with paragraph 54 of SFAS 128,
the Statements of Operations for the years ended December 31, 2004 and 2003
contained in Form 10-KSB were revised to reflect the effect of the one share
for ten shares reverse stock split by adding a line to report the revised net
loss per share as a result of the adjusted number of shares outstanding and a
notation to explain the revision.

Item 8A.
Controls and Procedures, page 16

3.              If it
is determined that your accounting was inconsistent with GAAP and you revise
your financial statements, it appears that your disclosure controls and
procedures were ineffective as of December 31, 2004.  Please revise, or tell us why you believe
they were effective.

Notwithstanding the revisions made in
response to the staff’s comments as described above, the Company believes that,
as of December 31, 2004, its disclosure controls and procedures were adequate
and effective to ensure that material information relating to the Company and
its consolidated subsidiaries would be made known to David C. Owen, our CEO,
and John C. Garrison, our Chief Financial and Accounting Officer, by
individuals within those entities, particularly during the period in which the
Form 10-KSB was being prepared.  We
believe our procedures include the steps necessary to present financial

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statements that are not
misleading.  The revisions made in the
attached Form 10-KSB/A as filed herewith improve the clarity and accuracy of
the financial statements and notes, but we do not believe the matters revised
rise to the materiality to be misleading as originally presented.  The description of the
conversion features of the Preferred Stock were incomplete only because
it failed to mention a mandatory conversion feature.  The failure to include an
earnings per share figure that took into account the reverse stock split
that occurred after the period did not mislead the reader as Note 10:
Subsequent Events stated clearly that the reverse split was not reflected in
the financial statements.

In connection with our responses to your
comments, the Company acknowledges that:

•                  The Company is responsible
for the adequacy and accuracy of the disclosure in the filings;

•                  Staff comments or changes to
disclosure in response to staff comments do not foreclose the Commission from
taking any action with respect to the filings; 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.

Thank you for your consideration of these
matters.  Please contact me at (913)
384-2599 or at the above address if additional information is required.

  Sincerely,

  /s/ John Garrison

  John Garrison, CFO

  ICOP Digital, Inc.

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