EXHIBIT 23.1


                         CONSENT OF INDEPENDENT ACCOUNTANTS


We hereby consent to the use in this Amendment No. 1 to the Registration
Statement on Form SB-2 of our report dated October 22, 1999, except as to
Note 5, which is as of December 13, 1999, relating to the financial
statements of ImageWare Systems, Inc. and our report dated October 22, 1999
relating to the financial statements of XImage Corporation, which appear in
such Registration Statement. We also consent to references to us under the
headings "Experts" and "Selected Financial Information" in such Registration
Statement.


                                           PricewaterhouseCoopers LLP



San Diego, California
February 8, 2000