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)
President, CEO
(Last)
(First)
(Middle)
ICOP DIGITAL, INC., 16801 W. 116TH STREET		 3. Date of Earliest Transaction (Month/Day/Year)
05/04/2006
(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 (5) 05/04/2006   A   200,000 A $ 0 1,149,900 (3) (4) D  

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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
Common Stock Option (1) $ 5.85 05/04/2006   A   50,000   05/04/2006 12/31/2012 Common Stock 50,000 $ 5.85 587,500 D  
Common Stock Option (2) $ 5.85 05/04/2006   A   200,000   05/04/2006 12/12/2015 Common Stock 200,000 $ 5.85 587,500 (3) D  

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   President, CEO  

Signatures

 David C. Wang, as attorney-in-fact for David C. Owen   05/08/2006
**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) Represents regrant of common stock option originally granted on October 29, 2004 and cancelled on May 4, 2006.
(2) Represents regrant of common stock option originally granted on December 13, 2005 and cancelled on May 4, 2006.
(3) On May 4, 2006, the Board of Directors cancelled all outstanding options with exercise prices in excess of $5.85 (the closing price of ICOP's common stock on that date), and regranted the options with an exercise price of $5.85. As a result, Mr. Owen and his wife Laura E. Owen now benefically own: nonstatutory options held by Owen Enterprises, LLC to purchase 100,000 shares of common stock at $5.85; the nonstatutory options reported here to purchase 250,000 shares of common stock at $5.85; nonstatutory options held by Mr. Owen to purchase 50,000 shares of common stock at $5.50; nonstatutory options held by Ms. Owen to purchase 12,500 shares of common stock at $5.85; nonstatutory options held by Ms. Owen to purchase 25,000 shares of common stock at $5.85; nonstatutory options held by Ms. Owen to purchase 50,000 shares of common stock at $5.50; nonstatutory options held by Ms. Owen to purchase 100,00 shares of common stock at $5.85.
(4) In addition to options, Mr. and Ms. Owen beneficially own: 40,000 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; 25,000 shares of common stock held by MDN, LP; 2,000 shares of common stock held by Ms. Owen; 200,000 shares of restricted stock held by Mr. Owen; and 200,000 shares of restricted stock held by Ms. Owen.
(5) Reflects a restricted stock grant that vests 50% when ICOP reaches $15 million in gross revenue from inception and 50% when ICOP achieves EBITDA break-even for three consecutive months.

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