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 18, 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 draft 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.
<PAGE>

Securities and Exchange Commission
January 18, 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 3,178,331 shares of common stock, or
      approximately 29.18% of the Company's total issued and outstanding shares.
      The 3,178,331 shares being registered include:

      o     1,083,831 shares of common stock;

      o     250,000 shares of common stock underlying warrants issued in
            connection with the Securities Purchase Agreement dated as of
            December 23, 2003 ("Securities Purchase Agreement") (including
            200,000 shares for Steve Emerson and 50,000 for Tyler Runnels); and

      o     1,844,500 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 360,000 shares of common stock
      underlying series A preferred stock in the name of Bristol Investment
      Fund, Ltd., or approximately 3.3% of the Company's total issued and
      outstanding shares. With respect to shares beneficially owned by Karim
      Souki, 360,000 shares of common stock in the name of Lanver Properties and
      360,000 shares in the name of Union Finance International are being
      registered, or approximately 6.6% of the Company's outstanding shares. The
      shares being registered that are beneficially owned by David Mun-Gavin
      represent 25,000 shares of common stock underlying series A preferred
      stock, or less than one percent of the Company's outstanding shares. Upon
      effectiveness of the Registration Statement, the shares being registered
      and beneficially held by Mr. Kessler, Ms. Derycz-Kessler, Mr. Souki and
      Mr. Mun-Gavin will represent approximately 34.8% of the 3,178,331 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
      6.8 million shares of common stock, and the 500,000 shares of common stock
      and warrants to purchase 2,150,000 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.
<PAGE>

Securities and Exchange Commission
January 18, 2005
3

      We do not believe that the offering of up to 360,000 shares beneficially
      held by Mr. Kessler and Diana Derycz-Kessler, 720,000 shares beneficially
      held by Karim Souki and 25,000 shares beneficially held by Mr. Mun-Gavin
      is an offering by or on behalf of the Company. The shares being registered
      on behalf of Bristol Investment Fund and Mr. Mun-Gavin were purchased from
      the Company pursuant to the Company's series A preferred stock financing
      for gross cash consideration of $385,000. The terms were identical to the
      terms for the shares purchased by other investors in the series A
      preferred stock financing. The shares being registered on behalf of Lanver
      Properties and Union Finance International were acquired through transfers
      of common stock from Alan Finkelstein and Bradley Ross. The terms of each
      offering were based on arms' length negotiations. Given that the capital
      beneficially owned by these individuals and entities 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.

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

Securities and Exchange Commission
January 18, 2005
4

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.

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."
<PAGE>

Securities and Exchange Commission
January 18, 2005
5

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.

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.
<PAGE>

Securities and Exchange Commission
January 18, 2005
6

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, RESPECTIVELY.

      Disclosure has been added to clarify that $350,000 and $100,000 was
      received in gross proceeds for the years ended 2002 and 2003,
      respectively.

16.   WITH RESPECT TO OUR PREVIOUS COMMENT 58, WE NOTE YOUR REVISIONS. WE
      REISSUE THE PART OF OUR PREVIOUS COMMENT WHERE WE ASKED WHETHER THE
      COMPANY HAS ANY ADDITIONAL BORROWING CAPACITY UNDER THE AGREEMENT THROUGH
      APRIL 30, 2005. IF NOT, PLEASE REVISE THE DISCLOSURE TO CLARIFY THIS, AS
      THE DISCLOSURE CURRENTLY STATES, "THE BALANCE OF THE NOTE PAYABLE BEARS
      INTEREST AT 4%..." THE PRESENT TENSE LANGUAGE MAY BE CONFUSING TO A
      READER.

      The disclosure has been revised to explain that the Company has no
      additional borrowing capacity under the agreement through April 30, 2005.
      The present tense language regarding the interest rate at 4% has been
      changed to the past tense.

NOTE 6-PATENT AND TRADEMARK LICENSE AGREEMENTS

17.   WITH RESPECT TO OUR PREVIOUS COMMENT 62, WE NOTE YOUR REVISIONS. YOU STATE
      THAT THE "COMPANY RECEIVES SALES REPORTS WITHIN THIRTY DAYS FOLLOWING THE
      END OF A CALENDAR QUARTER FROM THE CUSTOMER". DUE TO THE POTENTIAL DELAY
      IN RECEIVING THE REPORT, PLEASE SUPPLEMENTALLY TELL US IF THE REVENUE
      REP