Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
OWEN DAVID C
  2. Issuer Name and Ticker or Trading Symbol
ICOP DIGITAL, INC [ICOP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman and CEO
(Last)
(First)
(Middle)
ICOP DIGITAL, INC., 16801 W. 116TH STREET
3. Date of Earliest Transaction (Month/Day/Year)
07/10/2008
(Street)

LENEXA, KS 66219
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 07/10/2008   J(1)   100,000 D (1) 0 D  
Common Stock 07/10/2008   J(2)   100,000 D (2) 371,002 (3) I By Spouse

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $ 5.85 07/10/2008   J(1)     50,000 05/04/2006 12/31/2012 Common Stock 50,000 (1) 275,000 D  
Stock Option (Right to Buy) $ 6.8 07/10/2008   J(1)     50,000 08/08/2007(4) 08/08/2012 Common Stock 50,000 (1) 250,000 (5) D  
Stock Option (Right to Buy) $ 1.39 07/10/2008   A(6)   200,000   07/10/2008 07/09/2018 Common Stock 200,000 (6) 450,000 D  
Stock Option (Right to Buy) $ 5.85 07/10/2008   J(2)     25,000 05/04/2006 04/26/2009 Common Stock 25,000 (2) 287,500 (7) I By Spouse
Stock Option (Right to Buy) $ 5.85 07/10/2008   J(2)     12,500 05/04/2006 12/31/2012 Common Stock 12,500 (2) 275,000 (7) I By Spouse
Stock Option (Right to Buy) $ 6.8 07/10/2008   J(2)     50,000 08/08/2007(4) 08/08/2012 Common Stock 50,000 (2) 250,000 (5) (7) I By Spouse
Stock Option (Right to Buy) $ 1.39 07/10/2008   A(8)   200,000   07/10/2008 07/09/2018 Common Stock 200,000 (8) 450,000 (7) I By Spouse

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
OWEN DAVID C
ICOP DIGITAL, INC.
16801 W. 116TH STREET
LENEXA, KS 66219
  X   X   Chairman and CEO  

Signatures

 Mark A. von Bergen, as attorney-in-fact for David C. Owen   07/14/2008
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) These securities are being cancelled pursuant to an agreement between Mr. Owen and the Issuer, effective July 10, 2008. In exchange for the cancellation of 100,000 shares of restricted stock, options to purchase 50,000 shares of common stock at $5.85 per share and 50,000 options to purchase shares of common stock at $6.80, Mr. Owen is receiving a grant of 200,000 options to purchase shares of commons stock at $1.39 per share.
(2) These securities are being cancelled pursuant to an agreement between Ms. Owen and the Issuer, effective July 10, 2008. In exchange for the cancellation of 100,000 shares of restricted stock, options to purchase 37,500 shares of common stock at $5.85 per share and 50,000 options to purchase shares of common stock at $6.80, Ms. Owen is receiving a grant of 200,000 options to purchase shares of commons stock at $1.39 per share.
(3) Includes Mr. Owen's indirect ownership of the following shares of common stock: 2,000 shares of common stock held by Ms. Owen; 248,602 shares of common stock held by David & Laura Owen Trust dated 6/4/97; 60,400 shares of common stock held by Owen Enterprises, LLC; 25,000 shares of common stock held by Owen & Associations, Inc. Profit Sharing Plan; 5,000 shares of common stock held by DBM, LP; 5,000 shares of common stock held by Emerson B. Wells, LP; and 25,000 shares of common stock held by MDN, LP.s indirect ownership of the
(4) The unvested portion of this grant, constituting options to purchase 25,000 shares of common stock, is also being cancelled.
(5) Does not include unvested options to purchase 25,000 shares of common stock that are being cancelled but are not yet beneficially held.
(6) These options are being granted to Mr. Owen pursuant to an agreement between Mr. Owen and the Issuer, effective July 10, 2008. See Footnote 1.
(7) Includes Mr. Owen's indirect ownership of options held by Owen Enterprises, LLC to purchase 100,000 shares of common stock.
(8) These options are being granted to Ms. Owen pursuant to an agreement between Ms. Owen and the Issuer, effective July 10, 2008. See Footnote 2.

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