Mail Stop 03-06

June 6, 2005


Carmine T. Oliva
President and Chief Executive Officer
Emrise Corporation
9485 Haven Avenue, Suite 100
Rancho Cucamonga, California 91730

Re:	Emrise Corporation
	Amendment No. 2 to Registration Statement on Form S-1
      Filed May 31, 2005
	File No. 333-122394

Dear Mr. Oliva:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document 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 on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Risk Factors, page 8

1. We note your response to our prior comment number 2.  We also
note, however, from your most recent annual report on Form 10-K
for
the fiscal year ended December 31, 2004 and quarterly report on
Form
10-Q for the quarterly period ended March 31, 2005, that your
principal executive officer and principal financial officer
concluded
that the design and operation of your disclosure controls and
procedures were not effective as of December 31, 2004 nor as of
March
31, 2005.  Please expand your risk factors to describe any
material
risks that may result from these conclusions or otherwise disclose
these conclusions in an appropriate location in your prospectus.

Pursue Strategic Acquisitions, page 56

2. Please expand your response to comment 4 to provide us details
about the status of the discussion and the materiality of the
target.

January 2005 Private Placement Of Common Stock and Warrants, page
98

3. Please update your disclosure here and in the other applicable
sections of your prospectus where similar disclosure is made to
quantify and clarify any penalties that you have incurred or will
incur under your registration rights agreement as a result of your
registration statement not being effective by the 150th day
following
the closing date of your private placement.  Please also revise
your
disclosure under "Subsequent Events" on page F-42 to include the
liquidated damages paid to date, or tell us why additional
disclosure
is not needed.

Financial Statements for the Three Months Ended March 31, 2005 and
2004, page F-46

Condensed Consolidated Statements of Cash Flows, page F-46

4. Please tell us how you determined the effect of exchange rate
changes on cash and cash equivalents.  We note that this amount is
the same as your adjustment to other comprehensive income for the
three months ended March 31, 2005. Refer to paragraphs 25 and 146
of
SFAS 95.

Note 10.  Larus Corporation and Pascall Acquisitions, page F-56

5. We note that $4.7 million of the purchase price was allocated
to
goodwill and $50,000 to trademarks.  Explain in greater detail why
no
allocation has been made to covenants not to compete, customers,
work
force, software and/or completed technology.  Refer to SFAS 141,
paragraph 51-52 for guidance.

Pascall Electronic (Holdings) Limited and its Subsidiary
Undertakings, page F-66

Note 29.  Summary of Certain Differences between Accounting
Principles Generally Accepted in the United Kingdom and the United
States of America, page F-88

6. Please provide us with your statement of changes in
shareholders
equity using balances determined under U.S. GAAP.

7. With regard to adjustment (c) related to your pension asset,
please tell us whether you account for the pension plan as a
defined
benefit plan or defined contribution plan under U.S. GAAP.
Discuss
in greater detail the difference between U.K. and U.S. GAAP and
cite
the relevant accounting literature upon which you relied.

8. With regard to adjustment (d) related to the elimination of a
gain
on disposal of a subsidiary, explain to us how you are accounting
for
the disposal under both U.K and U.S. GAAP.  Your reconciliation to
U.S. GAAP should allow the reader to determine the amount of each
adjustment to each line item of the financial statements.

9. As a related matter, please revise to disclose, for each
balance
sheet presented the amount of each material variation, presented
on a
gross basis, between the amount of a line item and the amount
determined using U.S. GAAP.  Such amounts may be shown in
parenthesis, in columns, as a reconciliation of the equity
section,
as a restated balance sheet, or in any similar format that clearly
presents the difference in amounts.  Refer to Item 17 of Form 20-F
for guidance.

10. With regard to adjustment (f) related to goodwill, please
explain
to us how you accounted for goodwill under both U.K. and U.S.
GAAP.
Fully explain how your U.S. GAAP accounting complies with SFAS
142.

Exhibit 5.1

11. You should file an opinion that does not assume legal
conclusions
that underlie the ultimate legality opinion.  It is unclear why it
is
necessary and appropriate for counsel to assume that the
outstanding
shares are evidenced by appropriate certificates that have been
properly executed and delivered.

* * *

      As appropriate, please amend your registration statement 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 direct your attention to Rules 460 and 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 Traci Hornfeck at (202) 551-3642, or Angela
Crane, Branch Chief, at (202) 551-3554, if you have questions
regarding our comments on the financial statements and related
matters.  Please contact Tim Buchmiller at (202) 551-3635 or me at
(202) 551-3617 with questions regarding our comments on any other
part of your filing.


      Sincerely,



      Russell Mancuso
      Branch Chief

cc:	Larry A. Cerutti, Esq.
	Cristy Lomenzo Parker, Esq.
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Carmine T. Oliva
Emrise Corporation
June 6, 2005
Page 4