UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-Q/A


(Amendment No. 1)





(Mark One)


x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the quarterly period ended March 31, 2012





o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT





For the transition period from         to





Commission file number 001-15757





IMAGEWARE SYSTEMS, INC.


(Exact Name of Registrant as Specified in Its Charter)





Delaware

33-0224167(State or Other Jurisdiction of Incorporation or Organization)

(IRS Employer Identification No.)





10815 Rancho Bernardo Rd., Suite 310


San Diego, CA 92127


(Address of Principal Executive Offices)





(858) 673-8600


(Registrant’s Telephone Number, Including Area Code)





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes x    No o




Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   Yes x No o




Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):





Large accelerated filer   o

Accelerated filer   oNon-accelerated filer   o

Smaller reporting company   x





Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-12 of the Exchange Act).  Yes o    No o





The number of shares of Common Stock, with $0.01 par value, outstanding on May 11, 2012 was 68,612,106.








EXPLANA TORY NOTE




This Amendment No. 1 on Form 10-Q/A (this "Amendment") amends the Quarterly Report on Form 10-Q of ImageWare Systems Incorporated for the period ended March 31, 2012, originally filed with the Securities and Exchange Commission on May 15, 2012 ("Original Filing"). This Amendment is being filed solely to provide corrected disclosure on the cover page of the Original Filing to indicate that ImageWare Systems, Inc. has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months, and has submitted electronically and posted on its corporate Web site every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T. No other changes have been made in this Amendment to the Original Filing. This Amendment speaks as of the original date of the Original Filing, does not reflect events that may have occurred subsequent to the Original Filing date and does not modify or update in any way disclosures made in the Original Filing. In addition, as required by Rule 12b-15 under the Securities and Exchange Act of 1934, as amended, new certifications of our principal executive officer and principal accounting officer are filed as Exhibits to this Amendment.













SIGNATURES





Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.





Date:  July 6, 2012

IMAGEWARE SYTEMS, INCBy: /s/  S. James MillerS. James Miller

Chief Executive Officer, Chairman and Director

(Principal Executive Officer)Date:  July 6, 2012

By /s/  Wayne WetherellWayne Wetherell

Chief Financial Officer

(Principal Financial and Accounting Officer)