Mail Stop 0407
							October 28, 2004



Via Mail and FAX
Gregory A. Miner, CEO and CFO
Iteris Holdings, Inc
1515 South Manchester Avenue
Anaheim, CA 92802



RE:	Iteris Holdings, Inc
	Form 8-K filed October 12, 2004
            File No. 0-10605


Dear Ms. Miner:

       We have the following comments with regard to the above
referenced filing.  We welcome any questions you may have about our
comments.  Feel free to contact us at the telephone numbers listed at
the end of this letter.


1. Refer to third paragraph. You state that there were no
disagreements with E&Y through September 30, 2004.  You state that you
notified E&Y on October 5, 2004 of their dismissal.  Tell us, and
revise your filing as applicable, if there were any disagreements with
E&Y in the interim period from September 30, 2004 and through the date
of their dismissal, October 5, 2004.

2. Provide us with any letter or written communication to and from the
former accountants regarding any disagreements or reportable events to
management or the Audit Committee.

3. To the extent that you make changes to the Form 8-K to comply with
our comments, please obtain and file an updated Exhibit 16 letter from
the former accountants stating whether the accountant agrees with the
statements made in your revised Form 8-K.


Form 10-K for the year ended March 31, 2004.

We monitored your Form 10-K/10-Q solely related to the matters below.


Gregory A. Miner, CEO and CFO
Iteris Holdings, Inc
October 28, 2004
Page 2

Item 9A, page 25

4. Refer to the Item 4.01 Form 8-K and the reportable condition
communicated to you by E&Y, LLP.  Tell us how you were able to provide
true and accurate Item 9A disclosures regarding Controls and
Procedures in your Form 10-K.  The reportable condition disclosed in
your Form 8-K appears to indicate you may lack the necessary
disclosure controls and procedures, as well as internal controls
necessary to provide true and accurate Item 9A disclosures.  Please
advise.

5. Also, we note from the Form 8-K that management has already
considered potential enhancements and taken steps to enhance the
company`s internal controls and procedures that address the issues
raised by E&Y, LLP.  Tell us the dates of these potential enhancements
and addition steps taken, and why you did not disclose any changes to
internal controls under Item 9A, or revise Item 9A as necessary.



 	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to be
certain that they have provided all information investors 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 connection with responding to our comments, please provide, in
writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff 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.

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 our review of your filing or in response to our
comments on your filing.

Gregory A. Miner, CEO and CFO
Iteris Holdings, Inc
October 28, 2004
Page 3

	Please provide the supplemental information requested above
within 10 business days from the date of this letter.  The
supplemental information should be filed as correspondence on EDGAR.
The amendment requested in the first comment above should be filed as
promptly as possible and should be reviewed by the former accountants.
The letter required by Exhibit 16 should cover the revised
disclosures.  Any questions regarding the above should be directed to
me at (202) 824-5265, or in my absence, to Robert Benton at (202) 942-
1811.

							Sincerely,



							O. Nicole Holden
						            Staff Accountant