December 13, 2005

Mail Stop 7010

Ms. Elie Housman, Chief Executive Officer
Inksure Technologies, Inc.
1770 N.W. 64th Street
Fort Lauderdale, FL

RE:	Inksure Technologies, Inc.
	Amendment No. 1 to Registration Statement on Form SB-2
	Filed on November 30, 2005
	File No.:  333-128946

Dear Ms. Housman:

We have limited our review of your filing to those issues we have
addressed in our comments.  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.

General
1. We note your response to prior comment 2 that the purchase of
the
additional notes is a separate transaction.  Please make it clear
in
your disclosure that the purchasers are not obligated to purchase
additional notes.
2. In this respect, we reference the following statement in
Section
7(b) of the Securities Purchase Agreement:  "the obligation of
each
buyer hereunder to purchase the Additional Notes..."   Please
advise
as to the use of the term "obligation" which implies the company
may
have entered into an equity line financing.
3. Please supplementally provide us a copy of the Schedule of
Buyers.
4. Please disclose when purchasers may begin purchasing the
additional notes.
5. Please provide us with your legal analysis for whether the
offer
and sale of the additional notes should be integrated with the
offer
and sale of the initial notes.
6. Please provide an example of how the anti-dilution provision of
the notes applies.  We note such an example in your response to
prior
comment 7.


Cover
7. Please revise the cover to indicate the number of shares that
selling securityholders may sell (i) upon conversion of the notes,
(ii) upon exercise of warrants and (iii) those that are currently
outstanding.

   Selling Securityholders, page 41
8. We note the statement in the last sentence of the first full
paragraph that none of the selling security holders had a material
relationship with you within the past three years.  Please
reconcile
this with the statement on page 32 that one of the selling
securityholders is affiliated with one of your directors.

      As appropriate, please amend your registration statement in
response to these comments.  If you have any questions regarding
the
above comments, please contact Errol Sanderson, Financial Analyst
at
(202) 551-3746 or me at (202) 551-4667.

							Sincerely,




Jennifer R. Hardy
							Legal Branch Chief

Ms. Elie Housman
Inksure Technologies, Inc.
December 13, 2005
Page  2



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0404

         DIVISION OF
CORPORATION FINANCE