SecProbe.io

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MAIL STOP 05-11

March 16, 2005

Mr. Alan Finkelstein, President
Innovative Card Technologies, Inc.
11601 Wilshire Boulevard, Suite 2160
Los Angeles, California 90025

      Re:	Innovative Card Technologies, Inc.
   Registration Statement on Form SB-2
   File No. 333-119814
      Amendment No. 3 Filed March 3, 2005

Dear Mr. Finkelstein:

      We have reviewed your amended filing and have the following
comments.  Where indicated, we think you should revise your
document
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 supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
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 on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Prospectus Summary, page 1
1. The summary section repeats text found elsewhere in the
prospectus.  In an effort to comply with the spirit of Item 503 of
Regulation S-B, please consider deleting the section titled "Risks
Related to Our Business." Consider also relocating the third
paragraph beneath "Our Company" that discusses your financial
results
to the "Summary Financial Data" portion of the Summary.
2. The Staff originally understood the Series A conversion terms
to
indicate that upon effectiveness of this registration statement,
all
outstanding shares of Series A would be converted automatically to
shares of common on a 1 for 1 basis.  We based this understanding
on
both the disclosure in the prospectus and on the Certificate of
Designations filed as Exhibit 4.1.  As of this amendment number 3,
it
appears that certain of the Series A will not convert
automatically
upon effectiveness.  Please file an amended Certificate reflecting
this change.

Risk Factors, page 4
3. The third risk factor indicates that you will not have
sufficient
resources to fund your operations beyond February 2005.  Please
update the status of this situation and provide appropriate
disclosure in the MD&A section.

Description of Business, page 24
4. In discussing demand for your LightCard product, you suggest
that
your ability to meet demand should it reach 100,000 cards per
month
is limited to the amount of component parts you are able to
procure
from suppliers.  You go on to disclose under "Manufacturing" that
the
components used to produce your products, with the exception of
the
batteries, come from multiple supply sources, which suggests that
lack of suppliers (and parts) is not a concern.  These statements
seem to be at odds.  Please reconcile or clarify.

Management`s Discussion and Analysis, page 28
5. Please confirm that as of December 31, 2003, accounts payable,
related parties due to Forest Finklestein was $73,333.  Based on
amendment number 2 to this Form SB-2, the accounts payable was
$130,833 on December 31, 2003.

      Liquidity and Capital Resources
6. Given the disclosure in risk factor 3 and on page 32 regarding
your ability to fund operations through February 2005, please
disclose your cash balance as of the latest practicable date.
7. We note the disclosure in Note 6 to the financial statements
regarding production equipment commitments, equipment lease and
property lease.  Please disclose all capital leases and their
material terms in this section.

8. Please revise to include the accounts payable due to the law
firm
of Blakely Sokoloff Taylor and Zafman, LLP in the last paragraph
of
the Overview and the second paragraph of this section.

Shares Exchanged for Unsecured Advances Payable
9. Please update this disclosure to December 31, 2004.

Financial Statements

Note 7 - Shareholders` Deficit

      2004 Stock Incentive Plan
10. Please update your disclosures to provide the specific vesting
requirements of the options; your current disclosure states that
the
vesting period and requirements of the award will be determined by
the administrator upon exercise.  Update to disclose the total
compensation cost related to the options recognized in the
Statement
of Operations as of December 31, 2004.  If no compensation cost
was
recognized during the period, please state this in the notes to
the
financial statement.
11. You state that as of December 31, 2004, no stock options had
been
granted under the Plan.  Please revise to delete this disclosure
as
1,275,000 shares were indeed granted for such period.

Closing Comments

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      Any questions regarding the financial statements may be
directed to Babette Cooper at (202) 824-5069 or to Ed Loftus at
(202)
942-2954.  Questions on other disclosure issues may be directed to
William Bennett at (202) 942-0135.

						Sincerely,

						John Reynolds, Assistant Director
						Office of Emerging Growth Companies

cc:	Dorothy B. Vinski, Esq.
	Fax: (310) 208-1154

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Innovative Card Technologies, Inc.
1

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