SecProbe.io

September 16, 2011
 Via E-mail

Avner Gal Chief Executive Officer Integrity Applications Inc. P.O. Box 432 Ashkelon 78100, Israel
Re: Integrity Applications, Inc.
Registration Statement on Form S-1 Filed August 22, 2011
  File No. 333-176415

Dear Mr. Gal:

We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe  our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 Fee Table

1. We note that there is currently  no established market for your  shares.  Please provide a
fixed price on the cover.  In addition, pl ease revise footnote (2 ) and throughout the
prospectus, as appropriate, to clarify that shares  will be sold at a fixed price until a market
develops.

Prospectus Cover Page
 2. We note that your name is the same as that of Integrity Applicati ons, Incorporated, an
engineering and software services company ba sed in Chantilly, Virginia.  To eliminate
any confusion, please provide the additional disclosure required by Regulation S-K Item
501(b)(1) Instruction.

Avner Gal Integrity Applications, Inc. September 16, 2011 Page 2

 Cautionary Note Regarding Forw ard-Looking Statements, page 1

 3. Refer to the first sentence in this section.  Please remove the inapplicable references to
the safe harbor provisions under th e Securities and Exchange Acts.

Summary, page 2

 4. Please revise the summary to describe th e risks and drawbacks of your product as
prominently as your disclosure about the be nefits of your product. In addition, please
revise to disclose the going c oncern limitation mentioned in th e auditor’s report as well as
your current and cumulative lo sses and lack of revenues.
 5. Please revise the prospectus to lim it your reliance on defined terms.
 Risk Factors, page 7

 6. Please include a risk factor that disclose s the effects on your business, including your
revenues and profits, of your oblig ation to repay shareholder lo ans and royalties to OCS.
 A former stockholder of In tegrity Israel…, page 7

7. With a view to disclosure, please more fully  describe the equitable remedies and/or
monetary damages sought by Mr. Dimri. To th e extent that Mr. Dimri seeks anti-dilution
shares, please tell us the number of additiona l shares that you would be required to issue
to meet his demands.
 Capitalization, page 26

 8. Please remove your line item for cash and cash e quivalents since this is not part of your
capitalization.
 Management’s Discussion and Analysis…, page 27

 Recent Developments, page 27

 9. We note your statement in the last paragraph in this section that you are required to pay
royalties up to 100% of the amount of grants received.  Please cl arify whether you also
owe interest on the grants.

Avner Gal Integrity Applications, Inc. September 16, 2011 Page 3

 Business, page 33

 Overview, page 33

 10. Please include disclosure regarding the deve lopment of your business for the last three
years.  Refer to Regulation S-K Item 101(h).
 11. Please disclose the number of shares held by the stockholders you me ntion in the last
sentence of the second paragraph.

12. Refer to the third paragraph.  Please disc lose what you mean by “benign effect.”

13. Please disclose what you are comparing your  product against when you disclose in the
last sentence of the fourth  paragraph on page 34 that your  product is less expensive.
 Market Opportunity, page 34

 14. Regarding the industry data th at you cite in your document,  please tell us whether you
obtained the information from sources that are generally publicly available for no or
nominal fee.  If not, please file a consent pur suant to Rule 436 of the Securities Act of
1933.  Also, please tell us how you confirmed th at you have used the most current data.
 15. Please provide us with independent support, including relevant artic les and reports, for
your statements in the prospectus regardi ng your market opportunity. Please mark the
supporting materials so that they  are tied to the disclosure.
 Glucose Monitoring, page 35

 16. Please identify in your document the “industry sources” that you refe r to in the last
sentence of the second paragraph on page 35.
The Product, page 36

 17. With a view to disclosure, pleas e tell us the basis for your stat ement that cost and pain are
two of the most significant barrie rs to frequent blood monitoring.
 18. Please clarify the second bulle t point on page 36 to disclo se the significant initial
purchase price of your product when compared  to a conventional monitoring system and
how this may present a barrier to adoption.

19. We note that several of your trials and/or st udies appear to involve  a limited number of
participants.  We also note your second risk factor on pa ge 10.  Please balance your
disclosure by describing the inherent shortc omings, if any, of relying on limited studies.

Avner Gal Integrity Applications, Inc. September 16, 2011 Page 4

 20. In the first paragraph on page 43 you disclose th at trials indicate th at recalibration is
necessary every few months.  Please reconcil e this disclosure w ith your disclosure on
page 5 where you indicate that your pr oduct will require monthly calibration.
  21. Please disclose how your product is recalibrate d and whether this entails a cost to the
patient.  To the extent that there is a recalib ration cost, please confir m that this has been
disclosed in Figure B on page 37.
 Regulation of the Design, manufacture and Di stribution of Medical Devices, page 47

 22. With a view to disclosure, please tell us whether you intend to limit your sales outside the
United States to countries that rely on the CE Mark.
 Reimbursement, page 49

 23. Please include disclosure regarding possible cuts in government spending programs, such
as Medicare, due to deficit reductions e fforts and its effects on your business.

Intellectual Property, page 52

24. Please disclose the duration of your significant patents.
 Competition, page 53

 25. Please remove the images of your competitors’ products from the table marked “Figure
J” on page 54.  In addition, please revise th is section to include descriptions of the
competing technologies iden tified in the table.

Principal and Selling Shareholders, page 55

26. Given the nature of the transaction being registered, please advise the staff of the company’s
basis for determining that the transaction is appr opriately characterized as a transaction that is
eligible to be made on a shelf basis under Rule 415(a)(1)(i).

27. We note your disclosure in the table on page  55 that you have five executive officers and
directors.  Please reconcile this disclosure  with your disclosure under “Management” on
page 61.
 28. Please tell us whether any selling shareholde r is a broker-dealer or  affiliated with a
broker-dealer.
 29. Please disclose the individuals that have voting and/or investment authority for each
entity included in your tables.

Avner Gal Integrity Applications, Inc. September 16, 2011 Page 5

 Management, page 61

 Directors and Executive Officers, page 61

 30. Please provide the information required by Regulation S-K Item 401(e) regarding the
qualifications of your director s.  Also, disclose Dr. Fisc hell’s term as a director.

Executive Compensation, page 63

 Outstanding Equity Awards…, page 63

 31. We note your reference to the “Options Awards” column in your summary compensation
table.  Please revise your tabl e to include this disclosure.

Avner Gal, page 64

 32. Please disclose the options received by Messrs. Gal and Malka in your Summary
Compensation Table and in the table required by  Item 402(p) or tell us why disclosure is
not required.

Financial Statements, page F-1

 33. Please update your financial stat ements as necessary to comp ly with the requirements of
Rule 8-08 of Regulation S-X.  Also, all am endments should contai n a currently dated
accountant’s consent.
 Consolidated Statements of Operations, page F-5

 34. Please revise to present loss per share amounts rounded to the nearest cent in order not to
imply a greater degree of precision than exists.
 Consolidated Statements of Cash Flows, page F-11

 35. Please tell us and revise the filing to disclose what your lin e item ‘Linkage difference on
principal of loans from stockholders’ in the operating activitie s section of this statement
represents.
 Note 3 – Other Current Assets, page F-18

 36. Please tell us and revise the filing to disclose the nature of the government institution
assets.

Avner Gal Integrity Applications, Inc. September 16, 2011 Page 6

Note 9 – Commitments and Contingent Liabilities, page F-20

 37. We noted your discussion in Section A that  approximately $93,000 in grants are subject
to repayment as of June 30, 2011. Please ex plain the terms upon which these amounts
would be required to be repa id, explain the period through which the contingency extends
through and revise to explain you r accounting for the contingency.
 38. We noted your discussion of the actions brought  about by Mr. Dimri. If  no liabilities have
been recorded or if there is at least a reas onable possibility that a loss exceeding liability
amounts already recognized may have been in curred with regards to Mr. Dimri’s claims,
please revise to either disclose an estimate (or,  if true, state that the estimate is immaterial
in lieu of providing quantified amounts) of the additional loss or range of loss, or state
that such an estimate cannot be made. Please refer to ASC 450-20-50.
 If you conclude that you cannot estimate the reasonably possible addi tional loss or range
of loss, please supplementally: (1) expl ain to us the procedures you undertake on a
quarterly basis to attempt to develop a range  of reasonably possibl e loss for disclosure
and (2) for each material matter, what specif ic factors are causing the inability to estimate
and when you expect those fact ors to be alleviated. We r ecognize that there are a number
of uncertainties and po tential outcomes associated with loss contingencies. Nonetheless,
an effort should be made to develop estim ates for purposes of disclosure, including
determining which of the potential outcom es are reasonably possible and what the
reasonably possible range of losses would be  for those reasonably possible outcomes.

Please include your proposed di sclosures in your response.
  Item 16.  Exhibits, page II-3

 39. Please file copies of the royalty agreements  with the Office of the Chief Scientist.
 40. Please file copies of any agreements relate d to your credit facilities and loans from
shareholders, including the loans mentioned in the last paragraph on page 67.  Also,
please revise your “Liquidity and Capita l Resources” discussion in Management’s
Discussion and Analysis to disclose th e material terms of these agreements.
 41. Please file the agreement with the leading chain of private diab etes clinics that you
mention on page 46.

Exhibit 5.1

42. Please revise to clarify that Delaware law in cludes applicable provi sions of the Delaware
constitution and reported j udicial interpretations.

Avner Gal Integrity Applications, Inc. September 16, 2011 Page 7

 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:
 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.
 You may contact Julie Sherman at (202) 551- 3640 or Jay Webb, reviewing accountant, at
(202) 551-3603 if you have questions regardi ng comments on the financial statements and
related matters.  Please contac t Gabriel Eckstein at (202) 55 1-3286 or Daniel Morris, Special
Counsel, at (202) 551-3314 w ith any other questions.

Sincerely,
   /s/ Daniel Morris for
Amanda Ravitz Assistant Director
cc (via E-mail): Robert L. Grossman, Esq.  Greenberg Traurig, P.A.