SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
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 August 25, 2025

Bryan Lewis
Chief Executive Officer
Intellicheck, Inc.
200 Broad Hollow Road, Suite 207
Melville, NY 11747

 Re: Intellicheck, Inc.
 Registration Statement on Form S-3
 Filed August 15, 2025
 File No. 333-289639
Dear Bryan Lewis:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Aliya Ishmukhamedova at 202-551-7519 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: Christopher H. Cunningham
</TEXT>
</DOCUMENT>

CORRESP
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 filename1.htm

 Document Intellicheck, Inc. August 25, 2025   VIA EDGAR    U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549   Re:   Acceleration Request for Intellicheck, Inc.   Registration Statement on Form S-3 filed August 15, 2025 (File No. 333-289639)   Ladies and Gentlemen:   Pursuant to Rule 461 under the Securities Act of 1933, as amended, Intellicheck, Inc. (the “Company”) hereby requests that the above-referenced Registration Statement on Form S-3 (the “Registration Statement”) be declared effective at 4:01 p.m., Eastern Time, on August 27, 2025, or as soon thereafter as is practicable. Once the Registration Statement has been declared effective, please orally confirm that event with the Company’s counsel, K&L Gates LLP, by calling Christopher H. Cunningham at (206) 370-7639.                               Very truly yours,                              Intellicheck, Inc.                              By: /s/ Adam Sragovicz                                         Name: Adam Sragovicz                 Title: Chief Financial Officer      cc:    Christopher H. Cunningham, Esq.     K&L Gates LLP

CORRESP
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filename1.htm

June
2, 2020

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporate Finance

100
F Street, N.E.

Washington,
DC 20549-4628

    Re:

    Intellicheck,
    Inc. (the “Company”)

    Amendment
        No. 1 to Registration Statement on Form S-3

        Filed
        June 1, 2020

        File
        No. 333-238680

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, Intellicheck, Inc. (the “Company”) hereby requests that the effectiveness
of the above-captioned Registration Statement be accelerated to June 4, at 4:00 p.m., Washington, D.C. time, or as soon
thereafter as practicable.

The
Company hereby acknowledges that:

1.
should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose
the Commission from taking any action with respect to the filing;

2.
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

3.
the Company may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

If
you have any questions, or require any additional information, please do not hesitate to call Christopher H. Cunningham at K&L
Gates LLP, the Company’s outside counsel, at (206) 370-7639.

    Very
    truly yours,

    Intellicheck,
    Inc.

    /s/
    Bill White

    Bill
    White

    Chief
    Financial Officer, Chief Operating Officer

    cc:
    Christopher
    H. Cunningham

    K&L
        Gates LLP

United States securities and exchange commission logo
May 27, 2020
Bryan Lewis
Chief Executive Officer
Intellicheck, Inc.
535 Broad Hollow Road, Suite B51
Melville, NY 11747
Re:Intellicheck, Inc.
Registration Statement on Form S-3
Filed May 22, 2020
File No. 333-238680
Dear Mr. Lewis:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rule 461 regarding requests for acceleration.  We remind you that the
company and its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jeff Kauten, Attorney-Advisor, at (202) 551-3447, or in his absence, Jan
Woo, Legal Branch Chief, at (202) 551-3453, with any questions.  If you require further
assistance, please contact Larry Spirgel, Office Chief, at (202) 551-3815.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Christopher H. Cunningham, Esq.

CORRESP
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VIA
EDGAR

November
1, 2016

United
States Securities and Exchange Commission

Division
of Corporate Finance

100
F Street, N.E.

Washington,
DC 20549-4628

    Re:

    Intellicheck
    Mobilisa, Inc. (the “Company”)

    Registration
    Statement on Form S-3

    Filed
    October 21, 2016

    File
    No. 333-214193

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, Intellicheck Mobilisa, Inc. (the “Company”) hereby requests that the
effectiveness of the above-captioned Registration Statement be accelerated to November 3, 2016, at 4:00 p.m., Washington, D.C.
time, or as soon thereafter as practicable.

The
Company hereby acknowledges that:

1.
should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose
the Commission from taking any action with respect to the filing;

2.
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

3.
the Company may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

If
you have any questions, or require any additional information, please do not hesitate to call Christopher H. Cunningham at K&L
Gates LLP, the Company’s outside counsel, at (206) 370-7639.

    Very
    truly yours,

    Intellicheck
    Mobilisa, Inc.

    /s/
    Bill White

    Bill
    White

    Chief
    Financial Officer

    cc:

    Christopher
    H. Cunningham

    K&L
    Gates LLP

Mail Stop 4561

October 28, 2016

William H. Roof
Chief Executive Officer
Intellicheck Mobilisa, Inc.
100 Jericho Quadrangle, Suite 202
Jericho, NY 11753

Re: Intellicheck Mobilisa, Inc.
  Registration Statement on Form S-3
Filed  October 21, 2016
  File No.  333-214193

Dear Mr. Roof :

This is to advise you that we have not  reviewed and will not review your registration
statement .

Please refer to Rule 461 regarding requests for acceleration.  We remind you that the
company and its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the st aff.

You may contact Jeff Kauten, Attorney -Advisor, at (202) 551 -3447, or in his absence, me at
(202) 551 -3453, with any questions.   If you require further assistance, please contact Barbara C.
Jacobs, Assistant Director, at (202) 551 -3730.

Sincerely,

/s/ Jan Woo

Jan Woo
Legal Branch Chief
Office of Information Technologies
and Services

cc:  Christopher H. Cunningham , Esq.
K&L Gates LLP

June 25, 2014

Via E -Mail
Nelson Ludlow, Ph.D.
Chief Executive Officer
Intellicheck Mobilisa, Inc.
191 Otto Street
Port Townsend, WA 98368

Re: Intellicheck Mobilisa, Inc.
 Preliminary Proxy  Statement on Schedule 14 A
Filed on June 5, 2014
File No. 000-50296

Dear Mr. Ludlow :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing  and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We u rge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require .

Sincerely,

/s/ Maryse Mills -Apenteng

Maryse Mills -Apen teng
Special Counsel

cc: Via E -mail
 Christopher H. Cunningham, Esq.
K&L Gates LLP

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{Letterhead of K&L Gates LLP}

VIA EDGAR

    Ms. Maryse Mills-Apenteng, Special Counsel

    Ms. Ji Kim, Attorney-Advisor
    chris.cunningham@klgates.com

    Division of Corporation Finance
    T  206.370.7639

    Securities and Exchange Commission

    100 F Street, N.E.

    Washington, D.C. 20549

    June 24, 2014

 Re: Intellicheck Mobilisa, Inc.

 Preliminary Proxy Statement on Schedule 14A

Filed on June 5, 2014

File No. 000-50296

Dear Ms.
Mills-Apenteng and Ms. Kim:

On behalf of Intellicheck
Mobilisa, Inc., a Delaware corporation (the “Company”), we have set forth below responses to the comments of the staff
(the “Staff”) of the Securities and Exchange Commission contained in its letter of June 13, 2014 with respect to the
Company’s Preliminary Proxy Statement on Schedule 14A File No. 000-50296 (the “Preliminary Proxy Statement”),
filed on June 5, 2014 by the Company. For your convenience, the Staff’s comment is repeated below in bold and italics, followed
by the response of the Company.

* * *

General

Comment:

1.	We note that you have omitted certain information
such as the meeting date and location, record date, and related information. It is unclear under what authority this information
is being omitted. Please revise to include the missing information.

Response:

The Company
has revised the Preliminary Proxy Statement to include more detailed information concerning the meeting date and location, record
date and related information.

Proposal No. 1

Grant the Board of Directors Discretionary Authority to
Amend the Company’s Certificate of Incorporation to Effect a One-For-Ten Reverse Stock Split of the Company’s Common
Stock

Comment:

2. 	For clarity, please disclose, in tabular format,
the number of shares of common stock currently authorized, issued and outstanding, reserved for issuance and authorized but unissued
and the number of shares in those same categories after completion of the reverse stock split.

Response:

The Company has revised the Preliminary
Proxy Statement to include tabular disclosure of the information described above.

Comment:

3. 	Please tell us whether you presently have any plans,
proposals or arrangements to issue any of the newly available authorized shares of common stock for any purpose, including future
acquisitions and/or financings. If not, state that you have no such plans, proposals, or arrangements, written or otherwise, at
this time to issue any of the newly available authorized shares of common stock.

Response:

At this time, the Company has no plans,
proposals or arrangements to issue any newly available authorized shares of common stock for any purpose. The Company as revised
the Preliminary Proxy Statement to clarify that it has no such present intention.

Comment:

4.	Discuss the possible anti-takeover effects of the
effective increase in your authorized shares. Refer to Release No. 34-15230. Also discuss other anti-takeover mechanisms that may
be present in your governing documents or otherwise and whether there are any plans or proposals to adopt other provisions or enter
into other arrangements that may have material anti-takeover consequences. Inform holders that management might use the additional
shares to resist or frustrate a third-party transaction.

Response:

The Company has revised the Preliminary
Proxy Statement to include a discussion of possible anti-takeover effects of the effective increase in its authorized shares and
that management could use the additional shares to resist or frustrate a third-party transaction. In addition, the Company has
included further disclosure of other anti-takeover mechanisms that are present in the Company’s governing documents and whether
the Company has any plans or proposals to adopt other provisions or enter into other arrangements.

In connection with the foregoing, the Company confirms:

 · the Company is responsible for the adequacy and accuracy of the disclosure
in the filing;

 · Staff comments or changes to disclosure in response to staff comments
do not foreclose the Commission from taking any action with respect to the filing; and

 · the Company may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the United States.

Should you have any questions relating
to the foregoing or wish to discuss any aspect of the Preliminary Proxy Statement, please contact me at 206.370.7639.

    Very truly yours,

    \s\ chc

    Christopher H. Cunningham

June 1 3, 2014

Via E -mail
Nelson Ludlow
Chief Executive Officer
Intellicheck Mobilisa, Inc.
191 Otto Street
Port Townsend, WA 98368

Re: Intellicheck Mobilisa, Inc.
 Preliminary Proxy  Statement on Schedule 14 A
Filed on June 5, 2014
File No. 000-50296

Dear Dr. Ludlow :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply t o 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 filing and the information you provide in
response to these  comments, we may have  additional comment s.

General

1. We note that you have omitted certain information such as the meeting date and location,
record date, and related information.   It is unclear under what authority this information is
being omitted.  Please revise to include the missing information .

Proposal No. 1

Grant the Board of Directors Discretionary Authority to Amend the Company’s Certificate of
Incorporation to Effect a One -For-Ten Reverse Stock Split of the Company’s Common Stock

2. For clarity, p lease disclose, in tabular format,  the number of shares of common stock
currently authorized, issued and outstanding, reserved for issuance and authorized but
unissued and the number of shares in those same categories after completion of the
reverse stock split .

Nelson Lu dlow
Intellicheck Mobilisa, Inc.
June 13, 2014
Page 2

3. Please tell us whether you  presently have any plans, proposals or arrangements to issue
any of the newly available authorized shares of common stock for any purpose, including
future acquisitions and/or financings.  If not, state that you have no such plans, proposals,
or arrangements, written or otherwise, at this time to issue any of the newly available
authorized shares of common stock .

4. Discuss the possible anti -takeover effects of the effective increase in your authorized
shares.   Refer to Release No. 34 -15230.  A lso discuss other anti -takeover mechanisms
that may be present in your governing documents or otherwise and whether there are any
plans or  proposals to adopt other provisions or enter into other arrangements that may
have material anti -takeover consequences. Inform holders that management might use the
additional shares to resist or frus trate a third -party transaction .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain t hat the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the  accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

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

Please contact Ji Kim, Attorney -Advisor, at (202) 551 -3579  or, in her absence, the
undersigned at (202) 551 -3457 with any questions.

Sincerely,

 /s/ Maryse Mills -Apenteng

Maryse Mills -Apenteng
Special Counsel

CORRESP
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    Unassociated Document

    July 14,
2010

    VIA EDGAR

      Mathew
Crispino

      United
States Securities and Exchange Commission

      Division
of Corporate Finance

      100 F
Street, N.E.

      Washington,
DC  20549-4628

                  Re:

                  Intellicheck
      Mobilisa, Inc.

                    Registration
      Statement on Amendment No. 1 to Form S-3

                    Filed
      July 6, 2010

                    File
      No. 333-167124

    Dear Mr. Crispino:

    Pursuant
to Rule 461 under the Securities Act of 1933, Intellicheck Mobilisa, Inc. (the
“Company”) hereby requests that the effectiveness of the above-captioned
Registration Statement be accelerated to July 19, 2010, at 4:00 p.m.,
Washington, D.C. time, or as soon thereafter as practicable.

    The
Company hereby acknowledges that:

              1.

              should
      the Commission or the staff, acting pursuant to delegated authority,
      declare the filing effective, it does not foreclose the Commission from
      taking any action with respect to the
filing;

              2.

              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

              3.

              the
      Company may not assert 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.

    If you
have any questions, or require any additional information, please do not
hesitate to call Christopher H. Cunningham at K&L Gates LLP, the Company’s
outside counsel, at (206) 370-7639.

                          Very truly
      yours,

                        /s/ Peter
      J. Mundy

                        Peter
      J. Mundy

                        Chief
      Financial Officer

              cc:

              Christopher
      H. Cunningham

              K&L Gates
LLP

CORRESP
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    Unassociated Document

              925
      Fourth Avenue, Suite 2900

              Seattle,
      WA 982104-1158

              T  (206)
      623-7580       www.klgates.com

              Christopher H.
      Cunningham

              (206)
      370-7639

              Chris.Cunningham@klgates.com

    July 6,
2010

    VIA
EDGAR

    Mathew
Crispino

    United
States Securities and Exchange Commission

    Division
of Corporate Finance

    100 F
Street, N.E.

    Washington,
D.C. 20549

              Re:

              Intellicheck
      Mobilisa, Inc.

    Registration
Statement on Form S-3

    Filed May
27, 2010

    File No.
333-167124

    Ladies
and Gentlemen:

    On behalf
of Intellicheck Mobilisa, Inc. (the “Company”), set forth below are the
responses of the Company to the comments of the staff of the Securities and
Exchange Commission (the “Staff”) regarding the above-referenced filing set
forth in the Staff’s letter dated June 23, 2010.  For your
convenience, we have repeated each of the comments set forth in the letter and
followed each comment with the response of the Company.

    Registration Statement on
Form S-3

    General

              1.
        Comment:

              Please
      provide an analysis of your eligibility to register a primary offering of
      your securities on Form S-3.  To the extent you are relying on
      General Instruction I.B.6 to register your primary offering, please comply
      with Instruction 7 to the General
Instruction.

              Response:

              The
      Company is relying on Instruction I.B.6 to register the primary
      offering.  The Company will revise the cover of the prospectus
      to comply with Instruction 7.

      Mathew
Crispino

      United
States Securities and Exchange Commission

      Division
of Corporate Finance

      July 6,
2010

      Page
2

      Where You Can Find More
Information, page 13

              2.
      Comment:

              Please
      incorporate by reference the Current Report on Form 8-K filed on May 26,
      2010.  Refer to Item 12(a)(2) of Form
  S-3.

              Response:

              The
      Company will make the requested revision in a pre-effective amendment to
      Form S-3.

    Signatures, page
II-4

              3.
      Comment:

              Your
      Form S-3 must be signed by your controller or principal accounting
      officer.  Refer to Instruction 1 to Signatures of Form
      S-3.  If Mr. Peter Mundy also occupies the position of principal
      accounting officer, his title should be revised to indicate each capacity
      in which he signs the report. Otherwise, please revise to include the
      signature of your controller or principal accounting
    officer.

              Response:

              The
      Company will make the requested revision to indicate that Mr. Mundy is
      signing in his capacity as the principal accounting officer and principal
      financial officer in a pre-effective amendment to Form
  S-3.

    Exhibit
5.1

              4.
      Comment:

              The
      legality opinion you have filed appears to be limited to the legality of
      the shares being registered in connection with the primary
      offering.  Please have counsel revise its opinion to state
      whether the shares of your common stock that may be sold by the selling
      shareholders are validly issued, fully paid and
      non-assessable.  Refer to Item 601(b)(5) of Regulation
      S-K.

              Response:

              The
      Company will file an opinion of counsel that the shares of common stock
      that may be sold by the selling shareholders are validly issued, fully
      paid and non-assessable in a pre-effective amendment to Form
      S-3.

    If you
have any questions with respect to the foregoing, please feel free to call me at
(206) 370-7639.

              Sincerely
      yours,

              /s/
      Christopher H. Cunningham

              Christopher
      H. Cunningham

  cc:  Peter
Mundy, Intellicheck Mobilisa, Inc.

June 23, 2010

Nelson Ludlow  Chief Executive Officer Intellicheck Mobilisa, Inc. 191 Otto Street Port Townsend, WA 98368
Re: Intellicheck Mobilisa, Inc.
  Registration Statement on Form S-3
Filed May 27, 2010
  File No. 333-167124

Dear Mr. Ludlow:

We have limited our review of your registra tion statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
 Please respond to this letter by amendi ng your registration statement and providing
the requested information.  Where you do not be lieve 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.
 General

 1. Please provide an analysis of your eligibil ity to register a primary offering of your
securities on Form S-3.  To the extent you are relying on General Instruction I.B.6 to
register your primary offering, please comp ly with Instruction 7 to the General
Instruction.
 Where You Can Find More Information, page 13

2. Please incorporate by reference the Curre nt Report on Form 8-K filed on May 26,
2010.  Refer to Item 12(a)(2) of Form S-3.

Mr. Ludlow Intellicheck Mobilisa, Inc. June 23, 2010 Page 2
 Signatures, page II-4

3. Your Form S-3 must be signed by your c ontroller or principa l accounting officer.
Refer to Instruction 1 to Signatures of Fo rm S-3.  If Mr. Peter Mundy also occupies
the position of principal account ing officer, his title should be  revised to indicate each
capacity in which he signs the report. Ot herwise, please revise to include the
signature of your controller or principal accounting officer.
 Exhibit 5.1

 4. The legality opinion you have filed appears to  be limited to the legality of the shares
being registered in connection with the pr imary offering.  Please have counsel revise
its opinion to state whether the shares of your common stock that may be sold by the selling shareholders are valid ly issued, fully paid and non-assessable.  Refer to Item
601(b)(5) of Regulation S-K.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that th e filing includes the information the Securities Act
of 1933 and all applicable S ecurities Act rules require.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, 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 provide 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 th e Commission 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 th e 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 regard ing requests for acceleration.  We will
consider a written request for acceleration of th e effective date of th e registration statement
as confirmation of the fact that those request ing acceleration are aware of their respective
responsibilities under the Securi ties Act of 1933 and the Securiti es Exchange Act of 1934 as
they relate to the proposed public offering of th e securities specified in  the above registration

Mr. Ludlow Intellicheck Mobilisa, Inc. June 23, 2010 Page 3
 statement.  Please allow adequate time for us to review any amendment prior to the requested
effective date of the regist ration statement.
 If you have any questions regarding these comments, please contact Courtney Haseley
at (202) 551-3548.  If you require further assist ance, please contact me  at (202) 551-3456.

Sincerely,
      Matthew Crispino
Staff Attorney
  cc: Via Facsimile: (206) 370-6040  Christopher H. Cunningham  K&L Gates LLP

CORRESP
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      Unassociated Document

    INTELLI-CHECK-MOBILISA,
      INC.

    191
      Otto Street

    Port
      Townsend, WA 98368

                        July
      28,
      2008

    David
      L.
      Orlic, Special Counsel

    Securities
      and Exchange Commission

    100
      F.
      Street, N.E.

    Washington,
      D.C. 20549

    Mail
      Stop
      4561

              RE:

              Intelli-Check-Mobilisa,
                Inc. (the “Company”)

    Form
      S-3 (the “Registration Statement”)

    Filed
      July 8, 2008

    File
      Number
333-151302

    Dear
      Mr.
      Orlic:

    The
      Company hereby requests, pursuant to Rule 461 promulgated under the Securities
      Act of 1933, as amended, acceleration of the effectiveness of the Registration
      Statement so that such Registration Statement will become effective as of 4:00
      P.M. on Wednesday, July 30, 2008, or as soon thereafter as
      practicable.

    The
      Company hereby acknowledges that:

              ·

              Should
                the Securities and Exchange Commission (the “Commission ”) or the Staff,
                acting pursuant to delegated authority, declare the Registration
                Statement
                effective, the Commission is not foreclosed from taking any action
                with
                respect to the Registration
                Statement;

              ·

              The
                action of the Commission or the Staff, acting pursuant to delegated
                authority, in declaring the Registration Statement effective, does
                not
                relieve the Company from its full responsibility for the adequacy
                and
                accuracy of the disclosure in the Registration Statement;
                and

              ·

              The
                Company may not assert 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.

              Very
                truly yours,

              INTELLI-CHECK-MOBILISA,
                INC.

              By:

              /s/
                Nelson Ludlow

              Name:
                Nelson Ludlow

              Title:
                Chief Executive Officer

CORRESP
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      Unassociated Document

                MITCHELL
                  S. NUSSBAUM

                Attorney
                  At Law

                345
                  Park Avenue

                New
                  York, NY 10154

                Direct
                  212.407.4159

                Main
                  212.407.4000

                Fax       212.407.4990

                mnussbaum@loeb.com

    July
      28,
      2008

    David
      L.
      Orlic, Special Counsel

    Securities
      and Exchange Commission

    100
      F.
      Street, N.E.

    Washington,
      D.C. 20549

    Mail
      Stop
      4561

              Re:

              Intelli-Check-Mobilisa,
                Inc.

    Amendment
      No. 1 to Form S-3

    Filed: July
      8, 2008

    File
      No.
      333-151302

    Form
      10-Q
      for the quarterly period ended March 31, 2008

    Filed: May
      15, 2008

    File
      No. 000-50296

    Dear
      Mr.
      Orlic:

    On
      behalf
      of our client, Intelli-Check - Mobilisa, Inc., a Delaware corporation (the
      “Company”), we are responding to comments provided to the Company by the Staff
      in its letter to Nelson Ludlow dated July 23, 2008 (the “Staff’s
      Letter”).

    The
      Company’s responses to the Staff’s comments set forth in the Staff’s Letter are
      as follows:

    Form
      10-Q for the Quarterly Period Ended March 31, 2008

    Item
      4. Controls and Procedures

    (a)
      Evaluation of Disclosure Controls and Procedures, page
      21

              1.

              We
                note your proposed language regarding disclosure controls and procedures
                for use in future filings. The effectiveness conclusion that you
                express
                in your reports must be that of your chief executive officer and
                chief
                financial officer, not that of your management with the participation
                of
                those officers. See Item 307 and Item 601(b)(31)(i) of Regulation
                S-K.
                Also, please do not limit the effectiveness conclusion itself with
                reference to the definition of disclosure controls and procedures,
                but
                rather simply state the conclusions of the relevant officers as to
                whether
                your disclosure controls and procedures, as defined in Rule 13a-15(e),
                were effective as of the end of the period covered by the report.
                See Item
                307 Regulation S-K. If you determine to set out the definition of
                disclosure controls and procedures in your disclosure, please place
                this
                language elsewhere. In your response, please confirm your understanding
                of
                these matters with respect to future
                filings.

          David
            L.
            Orlic

          July
            28,
            2008

          Page 2

    The
      Company’s Chief Executive Officer and Chief Financial Officer did conclude, as
      of March 31, 2008, that the Company’s disclosure controls and procedures were
      effective. The Company understands the matters specified in the Staff’s letter.
      In future filings, the Company will use the following language in response
      to
      Item 4 of Part I of Form 10-Q:

    “Our
      Chief Executive Officer and our Chief Financial Officer evaluated, together
      with
      the participation of our management, the effectiveness of our disclosure
      controls and procedures as of the end of the period covered by this Quarterly
      Report on Form 10-Q. As of [date], our Chief Executive Officer and our Chief
      Financial Officer concluded that our disclosure controls and procedures, as
      defined in Securities Exchange Act Rule 13a-15(e), were effective.

    Our
      disclosure controls and procedures have been formulated to ensure (i) that
      information that we are required to disclose in reports that we file or submit
      under the Securities Exchange Act of 1934 were recorded, processed, summarized
      and reported within the time periods specified in Securities and Exchange
      Commission rules and forms and (ii) that information required to be disclosed
      by
      us is accumulated and communicated to our management, including our Chief
      Executive Officer and Chief Financial Officer, as appropriate, to allow timely
      decisions regarding required disclosure.”

    Your
      prompt attention to this filing would be greatly appreciated. Should you have
      any questions concerning any of the foregoing please contact me by telephone
      at
      (212) 407-4159.

    Very
      truly yours,

    /s/
      Mitchell S. Nussbaum

    Mitchell
      S. Nussbaum

Mail Stop 4561

July 23, 2008

Nelson Ludlow Chief Executive Officer Intelli-Check-Mobilisa, Inc. 191 Otto Street Port Townsend, WA  98368
 Re: Intelli-Check-Mobilisa, Inc.
  Amd. No. 1 to Form S-3
  Filed July 8, 2008   File No. 333-151302    Form 10-Q for the quarterly period ended March 31, 2008   Filed May 15, 2008   File No. 000-50296
Dear Mr. Ludlow:
  We have reviewed your amended filing and have the following comment.    Form 10-Q for the Quarterly Period Ended March 31, 2008

Item 4. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures, page 21
 1. We note your proposed language regarding disclosure controls and procedures for use
in future filings.  The effectiveness conclusion that you express in your reports must be that of your chief executive officer and chief financial officer, not that of your management with the participation of those officers.  See Item 307 and Item 601(b)(31)(i) of Regulation S-K.  Also, please do not limit the effectiveness conclusion itself with reference to the definition of disclosure controls and procedures, but rather simply state the conclusions of the relevant officers as to whether your disclosure controls and procedures, as define d in Rule 13a-15(e), were effective as of
the end of the period covered by the report.  See Item 307 of Regulation S-K.  If you determine to set out the definition of disclosure controls and procedures in your disclosure, please place this language elsewhere.  In your response, please confirm your understanding of these matters with respect to future filings.

Nelson Ludlow
Intelli-Check-Mobilisa, Inc. July 23, 2008 Page 2
* * * * *

As appropriate, please amend your registration statement in response to our
comments.  Your responsive amendment should also include a marked copy of the amended filing that conforms with the provisions of Rule  310 of Regulation S-T.  Marked copies such
as those in HTML format that show changes within paragraphs help us to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
We direct your attention to Rule 460 regarding requesting acceleration of a
registration statement.  Please allow adequate time after the filing of any amendment for further review before submitting a request for acceleration.  Please provide this request at
least two business days in advance of the requested effective date.
You may contact Matt Crispino at (202) 551-3456 if you have questions.  If you
require further assistance, please contact me at (202) 551-3503.
 Sincerely,

David L. Orlic Special Counsel
 cc: Via Facsimile (212) 407-4990

 Mitchell S. Nussbaum, Esq.  Giovanni Caruso, Esq.  Loeb & Loeb, LLP  Telephone: (212) 407-4159

Mail Stop 4561

June 25, 2008

Nelson Ludlow Chief Executive Officer Intelli-Check-Mobilisa, Inc. 191 Otto Street Port Townsend, WA  98368
 Re: Intelli-Check-Mobilisa, Inc.
  Registration Statement on Form S-3
  Filed May 30, 2008   File No. 333-151302    Form 10-Q for the quarterly period ended March 31, 2008   Filed May 15, 2008   File No. 000-50296
Dear Mr. Ludlow:
  We have limited our review of the above referenced filings to those issues addressed in our comments below.  Where indicated, we think you should revise your filings in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.
Please understand that the purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filings.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to
call us at the telephone numbers listed at the end of this letter.     Form S-3

General

1. You are registering for resale a significant number of recently acquired shares of common stock on behalf of Nelson Ludlow and Bonnie Ludlow, who appear to be

Nelson Ludlow
Intelli-Check-Mobilisa, Inc.
June 25, 2008 Page 2
affiliates of the company.  In your response letter, please tell us what percentage of the currently outstanding shares are being offered for resale under your registration statement by affiliates, and explain the basis on which you conclude that the offering of shares owned by these affiliates does not involve a primary offering by the issuer.  In particular, please provide a reasoned analysis of your belief that the offering by the company’s affiliates is not “by or on behalf of the registrant,” within the meaning of General Instruction I.B.6 to Form S-3.  Consider whether your registration statement should be revised to identify the selling shareholders who are affiliates of the company as underwriters, and tell us your analysis as to applicability to your offering of the limitations contained in General Instruction I.B.6.
 Incorporation of Certain Documents by Reference, page 20

 2. You have not incorporated by reference the Form 8-K filed on March 5, 2008.  Please advise.  See Item 12(a)(2) of Form S-3.
 Part II

 Item 17. Undertakings, page II-2

3. Please provide the complete undertaking required by Item 512(a)(1) of Regulation S-K.  The proviso you include in this undertaking is not consistent with the corresponding proviso appearing in Item 512(a)(1).  Also, you have not provided the undertaking required by Item 512(a)(5)(i) or, in the alternative, Item 512(a)(5)(ii).
 Signatures

 4. Your Form S-3 must be signed by your controller or principal accounting officer.  See Instruction 1 to Signatures in the Form S-3.  If one person acts in several different capacities, indicate on the signature page of your next amendment all of the capacities in which the person is signing the Form S-3.

Nelson Ludlow
Intelli-Check-Mobilisa, Inc.
June 25, 2008 Page 3  Form 10-Q for the Quarterly Period ended March 31, 2008

 Item 4. Controls and Procedures

 (a) Evaluation of Disclosure Controls and Procedures, page 21

 5. Your disclosure does not appear to fully address whether your disclosure controls and procedures, as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, are effective.  The rule requires that the disclosure controls and procedures be “designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Act…is recorded, processed, summarized and reported, within the time frames specified in the Commission’s rules and forms,” and that they also be designed to ensure that “information required to be disclosed by an issuer . . . is accumulated and communicated to the issuer's management . . . as appropriate to allow timely decisions regarding required disclosure.”  Please confirm, if true, that your disclosure controls and procedures for the relevant period met all of the requirements of Rule 13a-15(e).  Additionally, tell us how you intend to comply with this requirement in your subsequent reports by including a complete statement in your controls and procedures section or, alternatively, by referring to the definition contained in Rule 13a-15(e).

* * * * *
  As appropriate, please amend your filings in response to these comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.   We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings to be certain that the filing includes all information required under the Securities Act of 1933 and Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  Since the company and its management are in possession of all the facts relating to a company’s disclosure, they are responsible for the accuracy and adequately of the disclosures they have made.   Notwithstanding our comments, in the event the company requests acceleration of the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:

Nelson Ludlow
Intelli-Check-Mobilisa, Inc. June 25, 2008 Page 4
• should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission 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 and 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.
  In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.     We will consider a written request for acceleration of the effective date of the registration statement as a confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and the Securities
Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement.  We will act on the request and, pursuant to delegated authority, grant acceleration of the effective date.
We direct your attention to Rule 461 regarding requesting acceleration of a
registration statement.  Please allow adequate time after the filing of any amendment for further review before submitting a request for acceleration.  Please provide this request at
least two business days in advance of the requested effective date.
You may contact Matt Crispino at (202) 551-3456 if you have questions.  If you
require further assistance, please contact me at (202) 551-3503.
 Sincerely,

David L. Orlic Special Counsel
 cc: Via Facsimile (212) 937-3943

 Mitchell S. Nussbaum, Esq.  Giovanni Caruso, Esq.  Loeb & Loeb, LLP  Telephone: (212) 407-4000

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 4561

      September 13, 2005

Mr. Frank Mandelbaum
Chief Executive Officer
Intelli-Check, Inc.
246 Crossways Park West
Woodbury, NY 11797

	Re:	Intelli-Check, Inc.
		Registration Statement on Form S-3
		Filed August 18, 2005
		File No. 333-127663

		Form 10-K for the fiscal year ended December 31, 2004
		Form 10-Q for the quarter ended March 31, 2005
		Form 10-Q for the quarter ended June 30, 2005
		File No. 0-50296

Dear Mr. Mandelbaum:

	We have limited our review of your filings to those issues we
have addressed in our comments below.  Please respond to our
comments
on your periodic filings within ten business days from the date of
this letter.  Where indicated, we think you should revise your
registration statement in response to these comments.  If you
disagree, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may raise
additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.   Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form S-3

General

1. An issuer is eligible to use Form S-3 only if it has timely
filed
its Exchange Act materials for the twelve months preceding the
filing
of the Form S-3.  See Form S-3 General Instruction I(A)(3).  It
appears you do not meet this requirement, as a Form 8-K announcing
the resignation on or before July 28, 2005, of one of your
directors,
Thomas A. Prendergast, was not filed as required by Item 5.02 of
Form
8-K.  Please file your registration statement on an appropriate
Form
or advise as to why you believe this is not necessary.

Selling Shareholder, page 9

2. Please expand the filing to describe the material transactions
and
relationships between you and each of the selling shareholders
during
the past three years.  See Item 507 of Regulation S-K.  The
transactions whereby the shares to be resold were issued and the
warrants relating to shares to be resold were issued should be
described in materially complete terms.  Please revise to disclose
the basic terms of the August 8th and 9th private placements,
including the dates the transactions took place, the material
terms
of the transactions, the parties who participated in the
transactions
and the number of shares received by them.

3. Please disclose the names of the four senior officers who
exercise
the voting and dispositive powers with respect to the shares to be
offered for resale by JMP Securities LLC.  See Interpretation I.60
of
the July 1997 manual of publicly available CF telephone
interpretations, as well as interpretation 4S of the Regulation S-
K
portion of the March 1999 supplement to the CF telephone
interpretation manual.

4. You state that certain named selling shareholders are
affiliated
with member firms of the NASD.  Revise your prospectus to clarify
that these selling shareholders are affiliates of a registered
broker-dealer.  In addition, expand the prospectus to indicate
whether selling shareholders affiliated with a registered broker-
dealer acquired the securities to be resold in the ordinary course
of
business.  Also indicate whether at the time of the acquisition
they
had any agreements, understandings or arrangements with any other
persons, either directly or indirectly, to dispose of the
securities.

Signatures

5. Please revise to indicate the person signing the registration
statement in the capacity of your controller or principal
accounting
officer.
Exhibits

6. We note that the documents filed as exhibits 4.1 and 10.1 were
filed as "form of" and do not include the date of the
transaction(s),
the name of each investor, the amount of investment, or the
numbers
of shares and/or warrants received.  Please ensure that your next
amendment attaches as exhibits the final versions of all
instruments
that define the rights of holders of securities for which you are
registering underlying shares.  See Item 601(b)(4)(i) of
Regulation
S-K.  If two or more of these documents are substantially
identical
in all material respects except as to the parties thereto, the
dates
of execution or other details, you need file a copy of only one of
such documents, with a schedule identifying the other documents
omitted and setting forth the material details in which such
documents differ from the document that is filed.

Form 10-K for the fiscal year ended December 31, 2004

Item 9A. Disclosure Controls and Procedures, page 23

7. We note your disclosure that "there were no significant changes
in
[y]our internal controls or in other factors that could
significantly
affect these controls subsequent to the end of the period covered
by
this report" (emphasis added).  However, Item 308(c) of Regulation
S-
K requires you to disclose any change in your internal control
over
financial reporting that occurred during your last fiscal quarter
(the fourth quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect,
your internal control over financial reporting.  Please confirm
that
you had no change in your internal control over financial
reporting
that occurred in the quarter ended December 31, 2004, that
materially
affected, or is reasonably likely to materially affect, your
internal
control over financial reporting.  This comment also applies to
your
Item 4 disclosure in your Forms 10-Q for the quarters ended March
31
and June 30, 2005.  Please note this comment in preparing your
future
Item 308(c) disclosure.

*	*	*	*	*

	As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendments to expedite our review.   Please furnish
a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision.  Since the company and its
management are in possession of all the facts relating to a
company`s
disclosure, they are responsible for the accuracy and adequately
of
the disclosures they have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission 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 and 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.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

	We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rule 461 regarding requesting
acceleration of a registration statement.  Please allow adequate
time
after the filing of any amendment for further review before
submitting a request for acceleration.  Please provide this
request
at least two business days in advance of the requested effective
date.

	If you have any questions regarding these comments, you may
contact Rebekah Toton at (202) 551-3857 or me at (202) 551-3462.

								Sincerely,

								Mark P. Shuman
								Branch Chief - Legal

cc:	Via Facsimile (212) 407-4990
	Mitchell S. Nussbaum, Esq.
	Loeb & Loeb LLP
	Telephone: (212) 407-4000

??

??

??

??

Frank Mandelbaum
Intelli-Check, Inc.
September 13, 2005
Page 1

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

                               INTELLI-CHECK, INC.
                             246 Crossways Park West
                            Woodbury, New York 11797

                                 October 7, 2005

United States Securities and
Exchange Commission
100 F Street, NE
Washington, D.C. 20549-3651

      RE:   Intelli-Check, Inc.(the "Company")
            Registration Statement on Form S-3
            (File No. 333-127663) (the "Registration Statement")

Ladies and Gentlemen:

      The undersigned hereby requests that the effective date of the
above-captioned Registration Statement be accelerated to 5:00 p.m. today,
Friday, October 7, 2005, or as soon thereafter as practicable.

      The Company acknowledges that (i) should the Commission or the staff,
acting pursuant to delegated authority, declare the Registration Statement
effective, such declaration does not foreclose the Commission from taking any
action with respect to the Registration Statement; (ii) the action of the
Commission or the staff, acting pursuant to delegated authority, in declaring
the Registration Statement effective, does not relieve the Company from its full
responsibility for the adequacy and accuracy of the disclosure in the
Registration Statement; and (iii) the Company may not assert the Commission
staff's comments and the declaration of effectiveness as a defense in any
proceeding initiated by the Commission or any person under federal securities
laws of the United States.

                                            Very truly yours,

                                            INTELLI-CHECK, INC.

                                            By: /s/ Frank Mandelbaum
                                                --------------------------------
                                                Name:  Frank Mandelbaum
                                                Title: Chief Executive Officer
</TEXT>
</DOCUMENT>