CORRESP 1 filename1.txt EMRISE CORPORATION 9485 HAVEN AVENUE RANCHO CUCAMONGA, CA 91730 June 29, 2005 VIA FACSIMILE AND EDGAR CORRESPONDENCE Mr. Timothy Buchmiller Securities and Exchange Commission 450 5th Street, N.W. Washington, D.C. 20549 RE: EMRISE CORPORATION ACCELERATION OF EFFECTIVENESS REGISTRATION STATEMENT ON FORM S-1 FILE NO. 333-122394 Dear Mr. Buchmiller: We hereby request, pursuant to Rule 461(a) of Regulation C, that the above-referenced Registration Statement be declared effective at 5:30 p.m. Eastern time on June 30, 2005 or as soon as practicable thereafter. Emrise Corporation ("Company") confirms that it is aware of its 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-referenced Registration Statement and acknowledges that: o should the Securities and Exchange Commission ("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; o 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 o 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. Very truly yours, EMRISE CORPORATION By: /s/ Carmine T. Oliva ----------------------------------------- Carmine T. Oliva, Chief Executive Officer