SecProbe.io

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MAIL STOP 05-11

April 19, 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. 4 Filed April 8, 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.

1. Please remove the reference to "our filings with the Securities
and Exchange Commission" in the third risk factor and on page 29
unless these filings are to be delivered with the prospectus and
the
references are made clear.
2. It appears from the fourth risk factor and from page 32 that
the
company will not continue in business beyond the completion of
this
offering, regardless of what "certain parties have agreed" to do,
since there are no apparent arrangements for additional financing
and
no proceeds will be forthcoming from this offering.  The company
appears to be insolvent with very little chance to survive.  The
risk
factor and the MD&A section throughout should be revised to
clearly
indicate this.
3. We note that certain officers, directors and principal
shareholders have agreed to defer amounts owed them until the
company
has adequate resources.  Please file the written agreements
representing these deferments.  If no formal agreements exist, or
if
they are verbal, provide appropriate disclosure regarding their
enforceability.
4. In various portions of the Business and MD&A sections, you
indicate that certain component parts are presently only available
from 1 source.  Please describe what these component parts are and
identify the source.  Provide appropriate risk factor disclosure
addressing the lack of alternative suppliers.

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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