SecProbe.io

November 9, 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. 2 to Registrati on Statement on Form S-1
Filed October 27, 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.
 Liquidity and Capital Resources, page 32

 1. We note your response to prior comment 7.  Pl ease disclose the Is raeli Consumer Price
Index on the date the loan was made a nd on the most recent date practicable.
 Principal and Selling Shareholders, page 55

2. Revise the prospectus to state, as disclose d in your response to prior comment 12, that the
tax ruling by the Israeli Tax Authorities will not have any effect on any selling shareholder’s ability to sell shares pursuant  to the registration statement because the
ruling did not apply to th e shares to be sold.

3. We note your response to prior comment 13.  Please disclose, if true, that
at the time of the purchase of the securities to be resold, each seller had no agreements or
understandings, directly or i ndirectly, with any person to  distribute the securities.

Avner Gal Integrity Applications, Inc. November 9, 2011 Page 2

 Item 16.  Exhibits, page II-3

4. Regarding your response to prior comment 14, it appears that the e xhibits include only
the form of agreement.  We therefore reissue our comment.

5. Please note that we may have further comme nts after you file the enclosures you mention
in response to prior comment 18.

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.

Avner Gal Integrity Applications, Inc. November 9, 2011 Page 3

 You may contact Julie Sherman at (202) 551-3640 or Jay Webb, the accounting reviewer,
at (202) 551-3603 if you have ques tions regarding the financial st atements and related matters.
Please contact Gabriel Eckstein at (202) 551-3286 or Daniel Morri s, Special Counsel, at (202)
551-3314 with any other questions.
Sincerely,
   /s/  Daniel Morris for
Amanda Ravitz Assistant Director
cc (via E-mail): Robert L. Grossman, Esq.  Greenberg Traurig, P.A.