SecProbe.io

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                             RICHARDSON & PATEL LLP
                            10900 WILSHIRE BOULEVARD
                                    SUITE 500
                              LOS ANGELES, CA 90024
                            TELEPHONE (310) 208-1182
                            FACSIMILE (310) 208-1154

                                            January 12, 2005

VIA EDGAR AND FACSIMILE

Securities and Exchange Commission
Division of Corporation Finance
Mail Stop 05-11
450 Fifth Street, NW
Washington DC, 20549
Attn.:   William A. Bennett, Esq.
         John Reynolds, Esq.

         RE:      INNOVATIVE CARD TECHNOLOGIES, INC.
                  REGISTRATION STATEMENT ON FORM SB-2/A
                  FILE NO. 333-119814

Messrs. Bennett and Reynolds:

         On behalf of Innovative Card Technologies, Inc. (the "Company"), we
respectfully submit the Company's responses to the comments received from the
staff ("Staff") of the Securities and Exchange Commission in their letter dated
December 30, 2004. We have reproduced the Staff's comments in bold type and have
followed each comment with our response. References in this letter to "we,"
"our" or "us" mean the Company or its advisors, as the context may require.

GENERAL

1.       WE NOTE THAT THE REGISTRATION STATEMENT CONTINUES TO COVER THE RESALE
         OF OVER 75% OF SHARES TO BE OUTSTANDING AND APPROXIMATELY 60% BY
         OFFICERS, DIRECTORS, MAJOR SHAREHOLDERS, PROMOTERS AND AFFILIATES OF
         THE COMPANY. WE VIEW RESALE TRANSACTIONS OF THIS MAGNITUDE AS AN
         OFFERING "BY OR ON BEHALF OF THE ISSUER" FOR PURPOSES OF RULE 415(A)(4)
         OF REGULATION C. UNDER THE RULE, EQUITY SECURITIES OFFERED BY OR ON
         BEHALF OF THE REGISTRANT CANNOT BE SOLD "AT THE MARKET" PRICE UNLESS
         THE OFFERING SATISFIES THE REQUIREMENTS SET FORTH IN THE RULE. YOUR
         OFFERING DOES NOT APPEAR TO MEET THE REQUIREMENTS. PLEASE REVISE YOUR
         REGISTRATION STATEMENT TO PRICE THE SHARES AT THE FIXED PRICE FOR THE
         DURATION OF THE OFFERING. THE PROSPECTUS SHOULD ALSO MAKE CLEAR THE
         FACT THAT CERTAIN PERSONS ARE DEEMED UNDERWRITERS IN THIS OFFERING.
         REVISE YOUR PROSPECTUS ACCORDINGLY, INCLUDING YOUR COVER PAGE, SUMMARY
         AND PLAN OF DISTRIBUTION SECTION.

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Securities and Exchange Commission
January 12, 2005
2

         The Staff's comment is noted with respect to Rule 415(a)(4) of
         Regulation C, which permits an offering on a continuous or delayed
         basis for an at the market offering of securities "by or on behalf of
         the issuer" only on Form S-3, and subject to further conditions stated
         therein. We spoke by telephone with Mr. Bennett on January 7, 2005, and
         we understand from that telephone conversation the Staff's concern over
         the applicability of Rule 415(a)(4) to officers, directors, major
         shareholders, promoters or founders and affiliates of the Company,
         which were selling stockholders for up to 7,870,377 shares of common
         stock or approximately 60% of shares to be outstanding.

         We have revised the shares being registered in the Registration
         Statement to cover the resale of up to 3,219,500 shares of common
         stock, or approximately 30% of the Company's total issued and
         outstanding shares. We have removed the following officers, directors,
         founders or promoters, major stockholders and affiliates from the
         selling stockholder table in the Registration Statement: Alan
         Finkelstein, Forest Finkelstein, Karim Souki with respect to shares
         held by him as an individual, Bradley Ross, Luc Berthoud and Merco
         Trustees (BVI) Limited. The 3,219,500 shares being registered include:

         o        50,000 shares of common stock issued to Richardson & Patel LLP

         o        960,000 shares of common stock underlying warrants issued in
                  conjunction with the Securities Purchase Agreement dated as of
                  December 23, 2003 ("Securities Purchase Agreement") (including
                  150,000 shares for Diana Kessler, 150,000 shares for Paul
                  Kessler, 280,000 shares for Elmsmere Group, 280,000 shares for
                  Freemount Trading Ltd, 80,000 for Steve Emerson and 20,000 for
                  Tyler Runnels); and

         o        2,209,500 shares of common stock underlying series A preferred
                  stock issued to a number of investors pursuant to a private
                  placement from April 7, 2004 to October 18, 2004 (as described
                  in more detail in Attachment A to this letter)

         The shares being registered that are beneficially owned by Paul Kessler
         and Diana Derycz-Kessler represent 825,000 shares of common stock
         (consisting of 525,000 shares of common stock underlying series A
         preferred stock in the name of Bristol Investment Fund, Ltd. and an
         aggregate 300,000 shares underlying warrants held by them as
         individuals), or approximately 7.6% of the Company's total issued and
         outstanding shares. With respect to shares beneficially owned by Karim
         Souki, 200,000 shares underlying series A preferred stock in the name
         of BSR Investment, Ltd. are being registered, or approximately 1.8% of
         the Company's outstanding shares. The shares being registered that are
         beneficially owned by David Mun-Gavin represent 585,000 shares of
         common stock (consisting of 25,000 shares of common stock underlying
         series A preferred stock, 280,000 shares of common stock underlying
         warrants held by Elmsmere Group and 280,000 shares of common stock
         underlying warrants held by Freemount Trading Ltd.), or 5.4% of the
         Company's outstanding shares. Upon effectiveness of the Registration

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Securities and Exchange Commission
January 12, 2005
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         Statement, the shares being registered and beneficially held by Mr.
         Kessler, Ms. Derycz-Kessler, Mr. Souki and Mr. Mun-Gavin will represent
         approximately 50% of the 3,219,500 shares of tradable securities
         without restriction. At April 6, 2005 and May 5, 2005, we expect the
         number of tradable shares to increase as approximately 3,947,803 shares
         of common stock, and the 250,000 shares of common stock and warrants to
         purchase 1,540,000 shares of common stock issued pursuant to the
         Securities Purchase Agreement, respectively, and not included in the
         Registration Statement, will then be saleable, subject to restrictions
         under Rule 144.

         We do not believe that the offering of up to 825,000 shares
         beneficially held by Mr. Kessler and Diana Derycz-Kessler, 200,000
         shares beneficially held by Karim Souki and 585,000 shares beneficially
         held by Mr. Mun-Gavin is an offering by or on behalf of the Company.
         Those shares were purchased from the Company pursuant to the Securities
         Purchase Agreement or in the Company's series A preferred stock
         financing for gross cash consideration of $800,000. The terms of each
         offering were based on arms' length negotiations. With respect to those
         shares issued pursuant to the series A preferred stock financing, the
         terms were identical to the terms for the shares purchased by other
         investors. Given that the capital beneficially owned by these
         individuals remains at risk to the same extent as all other investors,
         it would not in our view be accurate or appropriate to describe the
         offering of these shares as an offering by or on behalf of the Company.

SELLING STOCKHOLDERS, PAGE 11

2.       PLEASE CLARIFY THE NATURAL PERSON WHO HAS VOTING AND INVESTMENT CONTROL
         OVER THE SHARES BEING OFFERED BY BRISTOL CAPITAL ADVISORS. IN THIS
         REGARD, WE DO NOT UNDERSTAND REFERENCE TO THE KESSLER REVOCABLE TRUST
         IN FOOTNOTE 7 OR TO MR. KESSLER'S DISCLAIMER OF BENEFICIAL OWNERSHIP,
         ESPECIALLY GIVEN THE REVOCABLE NATURE OF THE TRUST. PLEASE ADVISE. SEE
         ALSO FOOTNOTE 4 ON PAGE 22.

         In response to the Staff's comment, we have revised footnote 7 on page
         11 and footnote 4 on page 22 to identify the natural person who has
         voting and investment control over shares being offered by Bristol
         Capital Advisors, and we have deleted Mr. Kessler's disclaimer of
         beneficial ownership.

3.       WE DO NOT UNDERSTAND THE REPEATED USE OF FOOTNOTES 6 AND 12 FOR SEVERAL
         OF THE SELLING SHAREHOLDERS.

         We have revised the footnotes to the selling stockholder table to
         reduce the number of footnotes and eliminate repeated use of footnotes.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT, PAGE 20

4.       PLEASE BE ADVISED THAT EACH SPOUSE IS DEEMED THE BENEFICIAL OWNER OF
         THE SHARES HELD BY THE OTHER SPOUSE. REFER TO SECURITIES ACT RELEASE
         NO. 33-4819 ("A PERSON IS REGARDED AS THE BENEFICIAL OWNER OF
         SECURITIES HELD IN THE NAME OF HIS OR HER SPOUSE AND THEIR MINOR
         CHILDREN"). IN THIS REGARD, PLEASE GROUP TOGETHER THE SHARES OWNED BY
         DIANA DERYCZ-KESSLER AND PAUL KESSLER FOR PURPOSES OF CALCULATING
         BENEFICIAL OWNERSHIP.

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Securities and Exchange Commission
January 12, 2005
4

         We have revised the disclosure to group together the shares owned by
         Diana Derycz-Kessler and Paul Kessler for purposes of calculating
         beneficial ownership.

5.       BASED ON THE SELLING STOCKHOLDER TABLE, WE NOTE THE FOLLOWING: KARIM
         SOUKI HAS BENEFICIAL OWNERSHIP OVER THE SHARES BEING OFFERED BY BSR
         INVESTMENT, LTD, LANVER PROPERTIES AND UNION FINANCE INT., WHICH
         REPRESENTS TOTAL BENEFICIAL OWNERSHIP OF 12.9%; AND DAVID MUN-GAVIN HAS
         BENEFICIAL OWNERSHIP OVER THE SHARES BEING OFFERED BY THE ELSMERE GROUP
         LTD. AND FREEMONT TRADING LTD., WHICH REPRESENTS TOTAL BENEFICIAL
         OWNERSHIP OF 12% OF THE SHARES OUTSTANDING. PLEASE INCLUDE MESSRS.
         SOUKI AND MUN-GAVIN IN THE TABLE OF BENEFICIAL OWNERSHIP AND INDICATE
         BY FOOTNOTE THE VARIOUS SOURCES AND AMOUNTS OF THEIR SHARE OWNERSHIP.

         The requested disclosure has been added to the beneficial ownership
         table.

DESCRIPTION OF BUSINESS, PAGE 24

6.       WE NOTE THAT THE POWER INLAY TECHNOLOGY WILL BE BUILT BY A DOMESTIC
         MANUFACTURER. PLEASE INDICATE WHETHER YOU HAVE IDENTIFIED SUCH A
         MANUFACTURER AND IF SO THE NAME IS REQUIRED IN ACCORDANCE WITH ITEM
         101(B)(5) OF REGULATION S-B.

         In response to the Staff's comment, the identity of the manufacturer,
         HEI, Inc., of our power inlay technology has been added.

7.       PLEASE IDENTIFY THE SUPPLIER OF THE BATTERY. WE NOTE YOU ARE WORKING
         WITH OTHER BATTERY MANUFACTURERS. PLEASE ELABORATE.

         In response to the Staff's comment, disclosure regarding the identity
         of the supplier of the battery, Solicore, has been added on page 24.
         Additional disclosure has been added to explain more clearly why we are
         working with other battery manufacturers.

         Although our intention is to purchase the majority of our batteries
         from our current supplier, we are working with other battery
         manufacturers to find batteries suitable to our cards so that we are
         not dependent upon a sole source of batteries for the manufacturing of
         our power inlay technology and future products.

8.       PLEASE ELABORATE ON THE STATEMENT ON PAGE 27 THAT YOU HAVE "PROVEN THE
         PROCESS OF MAKING POWER INLAYS AND INCORPORATING THEM INTO AN ISO
         COMPLIANT PAYMENT CARD."

         In response to the Staff's comment, this statement has been revised to
         explain more clearly that we have successfully assembled power core
         sheets, 24 cards per sheet, of the LightCard, which have been finished
         by an approved manufacturer of financial credit cards.

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Securities and Exchange Commission
January 12, 2005
5

MANAGEMENT DISCUSSION AND ANALYSIS, PAGE 28
Liquidity and Capital Resources

9.       REFERENCE IS MADE TO YOUR VARIOUS "LINES OF CREDIT". FOR EACH LINE,
         DISCLOSE THE AMOUNT AVAILABLE AS OF THE MOST RECENT PRACTICABLE DATE.

         The requested disclosure regarding each "line of credit" has been
         revised to clarify that there are no amounts available for borrowing as
         of the most recent practicable date. The disclosure has further been
         revised to replace the term "line of credit" with "note payable."

10.      WITH RESPECT TO OUR PREVIOUS COMMENT 63, WE NOTE YOUR REVISION TO THE
         STATEMENT OF CASH FLOWS. ALSO, IN YOUR SUPPLEMENTARY RESPONSE TO PRIOR
         COMMENT 63, YOU STATE "THE THREE $150,000 NOTES ARE NOT A "LINE OF
         CREDIT", RATHER THEY ARE NOTES PAYABLE." HOWEVER, IN MD&A YOU DISCUSS
         THREE $150,000 LINES OF CREDIT. PLEASE REVISE TO CONSISTENTLY REFER TO
         EACH AGREEMENT AS A NOTE PAYABLE OR LINE OF CREDIT, AS APPROPRIATE. WE
         ALSO NOTE YOUR SUPPLEMENTAL RESPONSE TO COMMENT 57, DISCUSSING A
         "MAXIMUM BORROWING LIMIT." REVISE THE DISCUSSION OF THE NOTES IN MD&A
         AND THE FOOTNOTES AS NECESSARY TO FULLY DESCRIBE THE TERMS AND
         CONDITIONS OF THE NOTES.

         In response to the Staff's comment, the disclosure has been revised to
         consistently refer to each of the three $150,000 agreements as a note
         payable. The disclosure also has been revised to fully describe the
         terms and conditions of these notes.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, PAGE 32

11.      IN PRIOR COMMENT 50 WE ASKED THAT YOU IDENTIFY YOUR PROMOTERS AND
         PROVIDE THE INFORMATION REQUIRED UNDER ITEM 404(D) OF REGULATION S-B.
         WE NOTE YOUR RESPONSE AND DIRECT YOUR ATTENTION TO THE DEFINITION OF
         "PROMOTER" IN RULE 405 OF REGULATION C.

         The requested disclosure regarding Alan Finkelstein, Bradley Ross and
         Luc Berthoud as promoters of the Company has been added.

12.      THE ADVANCES AND ACCOUNTS PAYABLE TO RELATED PARTIES INDICATED ON THE
         BALANCE SHEETS AND IN NOTE 8 TO THE FINANCIAL STATEMENTS SHOULD BE
         FULLY DESCRIBED HEREUNDER, INCLUDING NAMES OF THE PARTIES, HIGH AMOUNTS
         DURING EACH OF THE TWO YEARS, AMOUNTS OUTSTANDING AT THE LATEST
         PRACTICABLE DATE, MATURITY DATES AND INTEREST RATES.

         In response to the Staff's comment, the requested disclosure has been
         added.

13.      TERMS OF THE $130,833 OBLIGATION TO FOREST FINKELSTEIN SHOULD BE
         SIMILARLY DISCLOSED.

         The requested disclosure regarding the terms of the $130,000 obligation
         to Forest Finkelstein has similarly been added.

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Securities and Exchange Commission
January 12, 2005
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EXECUTIVE COMPENSATION, PAGE 36

14.      PLEASE BE AWARE THAT COMPENSATION PAID FOR THE CURRENT FISCAL YEAR
         ENDING DECEMBER 31ST SHOULD BE INDICATED, IF KNOWN, AND, IN ANY CASE,
         MUST BE DISCLOSED IN ANY PROSPECTUS AFTER THAT DATE.

         Disclosure regarding compensation paid for the year ended December 31,
         2004 has been added. The Staff's comment is noted with respect to
         disclosure of such compensation in the prospectus after that date.

FINANCIAL STATEMENTS, PART II
NOTE 5-NOTES PAYABLE

15.      WITH RESPECT TO OUR PREVIOUS COMMENT 57, WE NOTE YOUR REVISION AND
         SUPPLEMENTAL RESPONSE. PLEASE CONTINUE YOUR REVISIONS BY CLARIFYING
         THAT $350,000 AND $100,000 WAS RECEIVED IN GROSS PROCEEDS FOR THE YEARS
         ENDED 2002 AND 2003, RESPECTI