Mail Stop 4-7 March 24, 2005 Via U.S. Mail and Fax (949) 932-3601 Gregory A. Miner, CEO Iteris Holdings, Inc. 1515 South Manchester Avenue Anaheim, CA 92802 RE: Iteris, Inc. Registration Statement on Form S-3 Filed January 10, 2005 File No. 333-121942 Form 8-K filed October 12, 2004 File No. 0-10605 Dear Mr. Miner: We have reviewed your response letter dated March 17, 2005, and have the following comment. 1. Provide an expanded response to prior comment 1 of our February 4, 2005 letter that clearly explains the basis for management`s belief that the company`s disclosure controls and procedures were effective during the relevant periods in light of the numerous significant deficiencies identified by Ernst & Young. In your response, please address the consideration management gave to the nature and extent of the adjusting entries that you listed for us in your letter of March 17, 2005. Among other things, we note that many of the adjusting journal entries were made on a post-closing basis and were identified by Ernst & Young, not management. Also supplement your response to acknowledge the existence of the other significant deficiencies in addition to the delays in the reporting process. * * * * Please respond to this comment within 10 business days or tell us when you will provide us with a response. Please furnish a letter that keys your response to our comment and provides any requested supplemental information. Please file your response letter on EDGAR. You may contact Derek Swanson, Staff Attorney, at (202) 824- 5526, or me at (202) 942-1990 with any other questions. Sincerely, Michele M. Anderson Legal Branch Chief cc: Joo Ryu Kang Dorsey & Whitney LLP Via Facsimile: (949) 932-3601 ?? ?? ?? ?? Iteris, Inc. May 23, 2005 Page 1 of 2