SecProbe.io

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Mail Stop 4561

      July 8, 2005

Rodney M. Tiede
Chief Executive Officer and Chairman of the Board
Broadcast International, Inc.
7050 South Union Park Center, Suite 600
Midvale, Utah  84047

Re:	Broadcast International, Inc.
      Form S-3
Filed June 10, 2005, amended June 10, 2005
      File No. 333-125710

Form 10-KSB/A for year ended December 31, 2004
Filed April 27, 2005
      File No. 0-13316

Form 10-QSB for the quarter ended March 31, 2005
      Filed May 16, 2005
      File No. 0-13316

Dear Mr. Tiede:

	We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form S-3

General

1. Please revise Part I of your prospectus to include all the
information required by Item 510 of Regulation S-B.  In this
regard,
we note your disclosure in Part II.

Cover Page

2. The cover page should contain only information required by Item
501 of Regulation S-B or that is key information.   In this
connection we note the last sentence of the last paragraph which
contains references to Exchange Act rules and regulations, the
import
of which is not apparent and could be better explained in the Plan
of
Distribution section.

3. Please highlight the cross-reference to your risk factors
section
by prominent type or in another manner. See Item 501(a)(5) of`
Regulation S-B.

4. We note your use here and throughout the prospectus of the term
"Company" to refer to Broadcast International Inc.  The term
"Company" is a vague, abstract term.  Rather than use plain
vanilla
"Company" to refer to your company, please revise to use your
actual
company name or a shortened version of it.

5. On the cover page and throughout the document, please eliminate
the use of defined terms like those in parentheses and quotation
marks.  In this connection we note the definition of Company and
Selling Shareholders.  These terms appear to be clear from the
context of the document the first time they are used.

Available Information, page 2

6. Please move this information so that it appears elsewhere in
the
prospectus after the risk factors.  The forepart of the prospectus
should only include the cover page, a brief summary and the risk
factors.

7. Please revise to note that the public reference room has
relocated
to Room 1580, 100 F Street N.E., Washington, D.C. 20549.

Incorporation of Certain Documents by Reference, page 2

8. Please revise to specifically include your Form 8-K filed on
July
1, 2005.

Prospectus Summary, page 3

9. Please revise to clarify the nature of your services.  It is
not
clear from your disclosure exactly what products and services you
provide in connection with managing "networks of thousands of
video
receiving locations for its enterprise clients" and managing a
"library of complex compression-decompression algorithm (codec`s)
in
order to optimize streaming and static media."   Further, please
revise to clarify that you are still in the process of developing
Codecsys and when you expect to commence sales of the Codecsys
product or license its technology.  Finally, it is not clear what
you
mean by the statement in the third paragraph that you were faced
with
"last mile issues."

10. Please revise so that the meaning of a term is clear from the
context.   For example, the meanings of the terms "compression-
decompression algorithms" and "media compression technology" are
not
clear.

11. Please avoid the use of jargon.  For example, please revise
the
use of the term "solution."  Its use implies that a problem is
being
solved when in fact none has been presented.  Instead of using the
term solution, describe your actual products and services.  Please
revise throughout your filing as necessary.

12. Please include the following in your summary:

* your auditors have raised substantial doubt about your ability
to
continue as a going concern;
* your securities are penny stock;
* you have incurred losses since inception; and
* quantify your total accumulated deficit.

13. Please revise your summary to include a brief discussion of
the
Securities Purchase Agreement that you entered into with the
institutional funds.

14. Please revise to disclose when the institutional funds may
convert their notes, warrants and AIRs into shares of your common
stock.

15. We note that Section 3.15 of the Security Purchase Agreement
contains negative covenants which will limit Broadcast`s ability
to
create security interests, change management, declare dividends,
make
loans or incur debt.  Please describe these restrictions here, in
the
Management`s Discussion and Analysis, risk factors section and in
the
description of the terms of the convertible debenture.

Risk factors, page 3

16. Please revise to include a risk factor that discusses the
possible dilutive effect the issuance of securities pursuant to
the
Securities Purchase Agreement will have on your shareholders.

17. Please revise the introductory paragraph to omit the reference
to
additional risks that are not described in the prospectus.  You
must
disclose all material risks.

18. Many of your risk factors state that you can provide "no
assurance" of certain facts or outcomes.  The real risk is not a
lack
of assurance, but rather that, for example, third parties will
claim
infringement by you (page 5).  Please review all risk factors with
this comment in mind and revise to specifically state each risk.

19. Some of your risk factors appear generic in that they could
apply
to any issuer in your industry or are presented in a manner that
does
not show why they are risks to you.  Either delete such
boilerplate
risks or revise both the subtitle and disclosure to address how
they
specifically apply to you.  For example, refer to the risk factor
"General Economic and Other Conditions" on page 4.

Competition and Rate of Technological Change, page 4

20. Please revise to quantify the number of competitors in each of
your product segments.

Funding Requirements, page 4

21. In order to give depth to your risk factor, please revise to
quantify the additional funds needed to continue your planned
operations.  In this connection, we note your disclosure in your
recent 10-QSB that you experienced negative cash flow of
approximately $125,000 per month during the year ended December
31,
2004 and your development plan calls for additional expenditures
of
approximately $100,000 per month to complete your identified
development initiatives.  We further, note your statement that the
senior secured convertible note entered as of May 12, 2005 will
satisfy your short term liquidity needs.

Reliance of Significant Customers, page 4

22. Please revise to disclose whether you have any contracts with
the
customers upon which you relied for 53% of your revenues.  In this
connection, we note from your 10-QSB that your contract with one
of
your largest customers was set to expire on May 31, 2005 and that
you
expected revenue from this customer to be significantly reduced
beginning June 1, 2005.  Please revise to include disclosure with
respect to this customer and the percentage of revenues that this
customer represented.

Absence of Dividends, page 4

23. Explain why the fact that you do not intend to pay dividends
makes this offering speculative or risky.  Alternatively, you may
delete this risk factor.

Use of Proceeds, page 7

24. Please revise to disclose the restrictions on the use of
proceeds
received under the Securities Purchase Agreement set forth in
section
2.1(aa) of that agreement.

Selling Shareholder, page 8

25. Please revise to provide all the information required by Item
507
of Regulation S-B.  For example, we note that you list Stonegate
Securities as a selling shareholder, however, you do not provide
the
corresponding disclosure.  Please advise or revise.

26. Refer to the penultimate sentence in your description of the
Streamware Issuances on page 7.  Please revise to explain what you
mean by "certain technology license agreements were amended to
give
the Company increased ownership rights to the Company`s CodecSys
technology."  Also, please revise here and throughout to quantify
your ownership in CodecSys.

27. Please revise to identify the natural persons that control
each
of the selling stockholders.  Additionally, please identify any
selling shareholder that is a registered broker-dealer or an
affiliate of a registered broker-dealer.

28. If any selling shareholders are affiliates of broker-dealers,
please provide an analysis supporting your position that the
resale
of securities by affiliates of broker-dealers is not an indirect
primary offering.  Your analysis should address the following
points:

* how long the selling shareholders have held the securities,
* the circumstances under which the selling shareholders received
the
securities,
* the selling shareholders` relationship to the issuer,
* the amount of securities involved,
* whether the sellers are in the business of underwriting
securities,
and
* whether under all the circumstances it appears that the seller
is
acting as a conduit for the issuer.

Assuming the resale of securities by affiliates of broker-dealers
is
not an indirect primary offering, you must clearly state in your
prospectus:

* the seller purchased in the ordinary course of business and
* at the time of the purchase of the securities to be resold the
seller had no agreements or understandings, directly or
indirectly,
with any person to distribute the securities.

29. Please revise to provide a discussion of the services
Stonegate
Securities provided in connection with the sale of the convertible
notes.

Description of Company Capital Stock, page 13

30. Please revise to provide a detailed discussion of the material
terms of the Senior Secured Convertible 6% Notes issued to the
institutional funds.  For example, but not limited to, the payment
amounts, payment dates for interest and principal under the
indebtedness, and maturity date.  Also, provide the material terms
of
the additional investment rights.

31. Please revise to provide a detailed discussion of the material
terms of the warrants granted to the institutional funds and
Stonegate Securities, Inc.

Part II

Item 16.  Exhibits

32. Please revise to include all the exhibits required by Item 601
of
Regulation S-B.  If you are incorporating the exhibits by
reference,
revise the exhibit table to indicate the file number of the
registration statement and the date filed for each exhibit that is
incorporated from a previous filing.

33. We note that you have filed the agreements relating to the
Security Purchase Agreement with your Form 8-K filed on May 16,
2005.
We also note that the agreements have not been executed.  Please
file
executed copies.

Form 10-KSB/A for year ended December 31, 2004

Form 10-KSB

Item 6 - Management`s Discussion and Analysis or Plan of Operation

Operating Expenses, page 15

34. We note that the co-founders of IDI returned approximately
6,098,000 shares of IDI common stock in exchange for certain
assets
and obligations of the parties of approximately $210K.  Please
tell
us how this transaction was recorded in your financial statements
and
refer us to the GAAP literature that supports your conclusion.

Note 1 - Organization and Basis of Presentation, page F-7
35. Refer to the reverse acquisition that occurred on October 1,
2003.  Advise us how you complied with Item 304 (a)(1) of
Regulation
S-B as it relates to reporting a change in principal auditors.

36. We note that the Company`s consolidated financial statements
include the operations of IDI from May 18, 2004 through December
31,
2004. We also note from your disclosure on page F-11 that you held
a
60% majority voting interest in IDI since the commencement of the
April 2003 stock purchase agreement. Advise us on how IDI was
accounted for in the Company`s financial statements prior to May
18,
2004 and your basis in GAAP for your accounting treatment.
37. In the fifth paragraph you state that you accounted for the
transaction with IDI as a purchase.  Advise us what consideration
was
given to providing financial statements pursuant to Item 310(c) of
Regulation S-B.  In addition, advise us how you complied with the
disclosure requirements in paragraph 54 of SFAS 141.

Note 2 - Significant Accounting Policies

Patents, page F-8
38. Advise us to why no amortization expense relating to the
patents
on the CodecSys technology was recognized for the year ended
December
31, 2004 and for the period ending March 31, 2005 within Form 10-
QSB.
In addition, provide your basis for using a 15 year life in light
of
your disclosures on page F-13 that CodecSYS is an unproven
technology
with uncertainty regarding whether the technology will be
commercially sustainable.

Revenue Recognition, page F-10

39. Refer to the Results of Operations Section within MD&A on page
14.  We note that revenue within fiscal year 2004 consisted of
sales
of equipment, license fees, and installation and service revenue.
For each revenue stream, advise us how your revenue recognition
policy complies with SAB Topic 13A3 and EITF 00-21.  Specifically
address how you account for the one-time revenues generated from
the
installation of satellite receivers and the timing in which these
amounts are recognized when you are obligated to provide
additional
monthly services.

Note 5 - Investment in Interact Devices, Inc (IDI), pages F-11 -
F-13

Streamware Solutions AB, page F-12

40. We note that you have issued stock and stock options to
Streamware Solutions AB, which resulted in a research and
development
expense of approximately $10 million.  Explain to us how the
settlement or renegotiation of certain license agreements meets
the
definition of research and development under SFAS 2 and FIN 4.
In
addition, please advise us how you determined the fair value of
the
equity instruments issued and your consideration of SFAS 123 in
determining these values.

Assumption and Consolidation of IDI, page F-12

41. We note that the Company issued to the creditors of IDI
approximately 111,842 shares of common stock of the Company,
valued
at approximately $682,222.  In relation to this transaction and
any
other costs incurred by your Company for the settlement of IDI`s
bankruptcy proceedings, tell us the consideration given to SFAS
15.

IDI Co-Founders Settlement, page F-13
42. Advise us why you characterized the cash payment of $90K and
issuance of stock options of $1.1 million to the co-founders of
IDI
as research and development in process.  To the extent these
amounts
were settlements related to the bankruptcy proceedings explain how
this expense meets the definition of R&D in SFAS 2.

Summary, page F-13
43. Given the entire purchase price of IDI and related
transactions
with Streamware was allocated to in-process research and
development,
tell us what consideration was given to disclosing the following:
* Fair value of the research and development project and the
appraisal method used to value the CodecSys project.  Note that
under
FIN 4 and SFAS 141 the amount charged to expense for research and
development shou