SecProbe.io

October 24, 2011
 Via E-mail

Avner Gal Chief Executive Officer Integrity Applications Inc. P.O. Box 432 Ashkelon 78100, Israel
Re: Integrity Applications, Inc.
Amendment No. 1 to Registrati on Statement on Form S-1
Filed October 7, 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 your response to prior comment 1 a nd the use of the phr ase “any other public
market.”  It is unclear why you cannot simply state that your stock wi ll be offered at a
fixed price until quoted on the OTC Bulletin Board, given the disclosure on the prospectus cover page that you intend to have your stock listed on the OTCBB.  Please
advise or revise th roughout your document.

Summary, page 2

 2. We note your response to prior comment 4.  Please revise the opening paragraph to
disclose your losses for the most recently completed fiscal year and applicable stub period.

Avner Gal Integrity Applications, Inc. October 24, 2011 Page 2

 3. We note your response to prior comment 4.  Please disclose the nature of the
modifications contemplated and further disclose , if true, that you ca nnot be sure that the
proposed modifications will impr ove your device’s results.

4. Regarding your response to prior comment 5, please further revise your document to
avoid reliance on defined terms.  We not e, for example and without limitation, your
frequent use of defined terms on pages 47 and 48 .  You also appear to define terms whose
meaning is clear from their context, such as  Securities and Exchange Commission.  Refer
to sample comment 3 in Staff Legal Bulletin No. 7 (June 7, 1999) for guidance.
 Risk Factors, page 7

 A former stockholder…, page 7

 5. We note your response to prior comment 7.  Pl ease update the disclo sure to reflect any
developments as a result of the October 11, 2011 hearing, including any relief specified,
now that an arbitrator  has been appointed.
 Capitalization, page 26

6. Please tell us why your pro forma capita lization at June 30, 2011 is less than  your
historical capitalizati on on the same date.  We note th e pro forma capitalization reflects
the sale by you of 269,680 shares of common st ock in private placements since June 30,
2011.
 Liquidity and Capital Resources, page 32

 7. Please revise to clarify how interest on the shareholder loans will be calculated.
 Business, page 33

 Overview, page 33

 8. We note your response to prior comment 10; how ever, your disclosure in this section is
unclear as to what developments took place in the last three years.  For example, in the
third paragraph, you refer to the year that you were founded and then generally discuss
the developments since that date without indi cating when they took place.  We therefore
reissue our comment.
 The Product, page 36

 9. We reissue the part of prior comment 18 rela ting to the purchase price as a barrier to
adoption because it is not addressed in your response.

Avner Gal Integrity Applications, Inc. October 24, 2011 Page 3

 10. Please clarify your disclosure in respons e to prior comment 21 to indicate who
recalibrates your products.  Also, to the exte nt that the product must be recalibrated
monthly by the user through the us e of an invasive device, disclose how this compares to
the recalibration requirements of competing pro ducts and revise your disclosure to clearly
state, if true, that your product must be us ed in conjunction with an invasive device.
 Regulation of the Design, Manufact ure and Distribution…, page 47

 11. We note your response to prior comment 22. Gi ven that you disclose an intention to
market your product in countries that do not rely on the CE Mark, please expand your
disclosure to identify these markets a nd discuss the regulatory hurdles you will
encounter.
 Principal and Selling Stockholders, page 55

 12. We note your response to prior comment 28.  Pl ease provide your an alysis as to the
impact of the tax ruling by the Israeli Tax Authorities on your selling shareholders’
ability to sell shares pursuant to this regi stration statement. We note, for instance, the
two-year restriction discussed elsewhere in the prospectus.

13. We also note that your response to prior comm ent 28 states that two selling shareholders
are associated with a broker dealer.  Pleas e tell us whether these shareholders are
affiliated with a broker dealer, as the term “affiliate” is defined in Rule 405 of the Securities Act.

14. Please file or tell us where you filed your ma terial agreements re lated to the private
placements conducted between December 16, 2010 and July 29, 2011.

15. We note your response to prior comment 29. Plea se revise the footnotes to clarify the
natural persons with voting and dispositive power over the shares held by IRA custodians.  In addition, confirm that voti ng and dispositive power in joint tenancy
holdings is held by the persons  identified in the table.

Financial Statements, page F-1

 Report of Independent Registered Public Accounting Firm, page F-3

 16. We note that your auditors changed the date of their opinion rega rding your financial
statements for the years ended Decemb er 31, 2009 and 2010. However, there is no
indication in the filing as to the reason for th e date change and there are no disclosures in
the filing to indicate if any changes were made to the pr evious audit opinion and/or
related financial statements.  Please ask your au ditors to explain to us why the date of
their opinion was changed from August 22, 2011 to October 7, 2011 and to tell us the
nature of any additional audit procedures they performed through October 7, 2011.  Also,

Avner Gal Integrity Applications, Inc. October 24, 2011 Page 4

 tell us whether any other changes were ma de to the prior audit report dated August 22,
2011 and/or related financial statements and if  so, explain the reason for such changes.
 Consolidated Balance Sheets, page F-4

 17. Please tell us your consideration of the gui dance at ASC 915-210-45 w ith respect to the
current description herein of your accumulated deficit.

Item 16.  Exhibits, page II-3

 18. Please file a complete exhibit 10.16.  We not e the exhibit contai ns references to
enclosures.
 19. Regarding your response to prior comment 40, pl ease tell us which exhi bit pertains to the
May 2002 loan described on page 67 of your document.
 20. Please file a complete exhibit 10.12.  We note th e exhibit contains a reference to exhibit
C.

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

Avner Gal Integrity Applications, Inc. October 24, 2011 Page 5

 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.