SecProbe.io

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                               [GRAPHIC  OMITED]

Corporate  Headquarters:
100  Cummings  Center,  Suite  235M
Beverly,  MA  01915
P:  978-921-2727
F:  978-524-8887

September  22,  2005

Delivered  by  electronic  submission  via  EDGAR,  Fax,  and by Federal Express

United  States  Securities  and  Exchange  Commission
Division  of  Corporate  Finance,  Room  4561
Washington,  D.C.  20549

     RE:     LOCATEPLUS  HOLDINGS  CORPORATION
     FORM  10-KSB  FOR  FISCAL  YEAR  ENDED  DECEMBER  31,  2004
     FORMS  10-QSB  FOR  FISCAL  QUARTERS ENDED MARCH 31, 2005 AND JUNE 30, 2005
     FILE  NO.  000-49957

Ladies  and  Gentlemen:

     On behalf of LocatePLUS Holdings Corporation (the "Company"), I enclose for
                                                        -------
your  review  the  Company's  responses  to the comment letter, dated August 23,
2005,  issued  to  the  Company.

     The  numbering  of  the  responses  below  corresponds  to the numbering of
comments in the letter from the Staff received by the Company in response to its
filing  of  Forms  10-KSB for the Fiscal Year Ended December 31, 2004 and 10-QSB
for  Fiscal  Quarters  Ended  March  31,  2005 and June 30, 2005.  A copy of the
Staff's  letter is being provided via Federal Express with a copy of this letter
for  the  convenience  of  the  Staff.

FORM  10-KSB  FOR  THE  FISCAL  YEAR  ENDED  DECEMBER  31,  2004
----------------------------------------------------------------

COMMENT  1.

We  note  your  statement,  in  the second paragraph on page 12, that you made a
significant  change  to  your billing practice in 2004 by implementing a minimum
usage  fee.  Tell  us  the  details  of these changes, including the significant
terms of your billing arrangements both before and after the changes, when these
changes  were implemented, the impact on your revenue recognition policy and the
quantitative  impact  on  the  amount  of  revenue  recognized  in the period of
implementation  and  in  periods  subsequent  to  adoption.

RESPONSE  1.

     Prior  to  the  implementation  of  the  minimum  usage fee, customers were
charged  for usage on a per search basis for any use of our searchable database.
If  they  did  not  use,  they  would  not be charged.  At the end of any month,
customers  would  be billed for their usage, and revenue would be recognized for
the  month  in  which they used.  On November 1, 2004, the Company implemented a
new minimum usage fee.  The minimum usage fee placed a requirement on our online
customers  to use a minimum of $15 per month.  If they used less than $15 during
the  month, they would incur a minimum usage fee of the difference between their
usage  and  the  minimum.  For example, if they used $10 in searches, they would
receive  a  $5  minimum  usage  fee  charge.  The  minimum usage fee contributed
approximately  $270,000  for the last two months of 2004, approximately $290,000
for the Quarter Ended March 31, 2005, and approximately $125,000 for the Quarter
Ended  June  30,  2005.  The contribution of the minimum usage fee has decreased
recently  in  great part due to increased usage by customers that were incurring
the  fee.  The  impact of the resulting increased usage is not easily measurable
as  customers  only  incur the fee if usage is below the minimum.  No change has
occurred  to  our  revenue  recognition  policy.

COMMENT  2.

Your  disclosure  on  page  10  suggests  that for revenue recognition purposes,
delivery of your LocatePLUS product is considered complete "when there is either
an agreed upon royalty fee or the requested information is downloaded."  Tell us
how  delivery  is  accomplished  in  each  situation.

RESPONSE  2.

     LocatePLUS  provides  access to a searchable database that is delivered via
the internet.  This information is delivered to our online customers through our
website  www.locateplus.com  and  they  are charged for the specific information
that  is  requested.  This information is delivered to our channel partners over
the  internet through an XML data stream and we receive either a usage-based fee
or  royalty  depending  on  the  particular  agreement.  In  either case, access
constitutes  delivery.

 COMMENT  3.

We  note  your  statement,  in the first paragraph on page 13, that revenue from
your  LocatePLUS  and  Entersect  products  increased $4.1 million, or 61.5%, in
2004.  Please tell us what portion of this increase, if any, was attributable to
the  changes  in  billing  practices,  described  on  page  12.  Tell  us  what
consideration  you  gave  to  disclosing  this  trend  in  MD&A.

RESPONSE  3.

     The portion of the increase attributable to the addition of a minimum usage
fee  was  approximately $200,000 or about 8%.  Because the fee implemented was a
minimum  usage fee, it had the affect of increasing customer usage, a fact which
we  disclosed  in  MD&A.

COMMENT  4.

Your  disclosure  appears  to  be  substantially  similar  to  the definition of
disclosure controls and procedures set forth in Rule 13a-15.  However, your text
suggests that the disclosure controls and procedures that were evaluated by your
chief  executive  officer and principal financial officer were narrower than the
disclosure  controls  and  procedures  defined  by  paragraph  (e) of the Rules.
Please  advise  whether for the periods covered by the reports referenced above,
your  officers  concluded  that your disclosure controls and procedures are also
effective  to  ensure  that  information required to be disclosed in the reports
that  you  file or submit under the Exchange Act is accumulated and communicated
to  your  management  including your chief executive officer and chief financial
officer,  to allow timely decisions regarding required disclosure.  See Exchange
Act  Rule  13a-15(e).  Please  note  that this comment is also applicable to the
Forms 10-QSB for the fiscal quarters ended March 31 and June 30, 2005 and should
be  considered  in  your  future  filings.

RESPONSE  4.

     The officers believe that for the periods covered by the reports referenced
above,  disclosure  controls  and  procedures  are also effective to ensure that
information required to be disclosed in the reports filed or submitted under the
Exchange  Act  is accumulated and communicated to management including the chief
executive  officer  and  chief  financial  officer,  and  allow timely decisions
regarding  required  disclosure.  Further  clarification  will  be considered in
future  filings.

FORMS  10-QSB  FOR  THE  FISCAL  QUARTERS  ENDED  MARCH  31  AND  JUNE  30, 2005
--------------------------------------------------------------------------------

COMMENT  5.

You  disclose  that  on  July  8,  2005,  the  completed  a private placement of
convertible  term  notes  of $8 million.  Tell us how you will account for these
convertible  term  notes.  That  is,  indicate  whether  these  notes  contain a
beneficial  conversion  feature.  Tell us how your accounting complies with EITF
98-5  and  00-27.

RESPONSE  5.

     The notes do contain and will be accounted for with a contingent beneficial
conversion feature.  After allocating relative fair value between the detachable
warrants  and the convertible notes, the conversion feature has intrinsic value;
however, the conversion will only occur upon future events that the Company does
not  control.  If  the  future  events  occur,  and the notes are converted, the
beneficial  conversion  feature  will  be  recognized  at  that  time.  This  is
consistent  with  and  complies  with  EITF  98-5  and  00-27.

COMMENT  6.

We note your statements in the above-referenced Forms 10-QSB, that there were no
"significant changes in the Company's internal controls or in other factors that
could  significantly  affect  these  controls  subsequent  to  the date of their
evaluation,  including  any  corrective  actions  with  regard  to  significant
deficiencies  and  material weaknesses."  In this regard it does not appear that
your disclosure is consistent with the requirements of Item 308(c) of Regulation
S-K.  See  also  Exchange  Act  Rule 13a-15(d).  Please tell us for the quarters
ended  March  31,  2005  and  June 30, 2005, whether there was "any change" that
"materially  affected  or  was  reasonably  likely  to  materially affect," your
internal  controls  over  financial  reporting.

RESPONSE  6.

     For  the  quarters  ended  March  31, 2005 and June 30, 2005, there were no
changes that materially affected or were reasonably likely to materially affect,
internal  controls  over  financial  reporting.

COMMENT  7.

In  your  previous  correspondence  with  the Staff, dated January 20, 2005, you
stated  that  "at  no time has the Company discovered, or reported in any of its
reports  filed  with  the  Commission,  any  significant  deficiency or material
weakness"  and  that  no  corrective  actions were therefore necessary.  In your
correspondence  you  indicated that future references to such corrective actions
would  be  removed  unless  such actions were "actually necessary, identified or
undertaken".  Please  tell  us  the  nature  of  any significant deficiencies or
material  weaknesses  have  since  been  identified.

RESPONSE  7.

     No  significant  deficiencies  or  material  weaknesses  have  since  been
identified.

COMMENT  8.

We  note  in  your  issuance  of recent press releases such as "LocatePLUS Posts
Record  Preliminary  First  Quarter  Revenues  of $2.9 Millions" (June 1, 2005),
"LocatePLUS  Online  Customer  Base  Reaches  20,000  Users"  (June  9,  2005),
"LocatePLUS Awarded $6 Million Channel Partnership" (October 28, 2004).  Tell us
what  consideration  you  give to potential reporting obligations under Form 8-K
when  issuing  press  releases.  For  each  of  the press releases identified as
examples above, tell us how you determined that no reporting obligation existed.

RESPONSE  8.

Prior  to  issuing  any press release, we review the requirements of Form 8-K to
determine  whether  such a filing is required.  With respect to the June 1, 2005
press  release  referenced in your letter, we did not follow our own procedures,
but  we  acknowledge  that  a Form 8-K should have been filed in connection with
that  press  releases  and  have  since filed such report.  The October 28, 2004
press  release  referenced  in  your  letter  refers  only to a letter of intent
between the Company and its channel partner.  However, we have determined that a
Form  8-K  should  have  been  furnished to the Commission upon execution of the
definitive  agreement  in January 2005 and have since filed such report.  We see
no basis under the requirements of Form 8-K for filing such a form in connection
with  the  June  9,  2005  press  release  referenced  in  your  letter.

                                      * * *

     In  connection  with  this  response letter, 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 in
the  filings  reviewed  by the staff 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  the  event  that  the Commission has any questions about the foregoing,
please  contact  the  undersigned  at  (617)  799-4596.

                              Very  truly  yours,

                              /s/  James  C.  Fields

                              James  C.  Fields
                              Acting  Chief  Financing  Officer

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