SecProbe.io

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Mail Stop 4561

      September 16, 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

      Form 10-QSB for the quarter ended June 30, 2005
      Filed August 12, 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. Refer to comment 4.  Please revise to use your actual company
name
or shortened version of it rather than the term "company."
Specifically, we refer you to disclosure on page 2.

2. We note from your response that "as an OTC bulletin board
company,
Broadcast International is not eligible for secondary transactions
under General Instructions I.B.3 of Form S-3, but is eligible for
a
primary offering under General Instructions I.B.4 of Form S-3."
Please tell us how you have met the requirements under Instruction
4(b) and (c).

3. We note that you are registering the offering of shares
underlying
convertible notes, a convertible line of credit and warrants and
that
these notes, line of credit and warrants  were immediately
convertible or exercisable at the time of issuance.  Because the
offering of the underlying began when the notes, line of credit
and
warrants became convertible or exercisable, please tell us why you
do
not believe that you began privately offering the underlying
shares
at the time you issued the convertible notes, line of credit and
warrants.  Please tell us why you believe that you may now
register
these securities publicly rather than completing the offerings
privately and registering the resale of the underlying shares.

4. We note that you have issued investment rights to purchase
convertible notes and warrants to the institutional funds.  Since
these rights could be exercised immediately upon issuance of the
right, please tell us why you do not believe that you began
privately
offering the underlying shares at the time the rights were issued.
Please tell us why you believe that you may now register these
securities publicly rather than completing the offering privately
and
registering the resale.

5. We note that the broker-dealer affiliates may be issued A
Warrants
upon certain conditions relating to the institutional funds.
Please
explain why it is appropriate to register the common stock
underlying
warrants that have not yet been issued.

Cover Page

6. We note your response to comment 3; however, it does not appear
that the cross-reference to your risk factor has been highlighted.
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.

Prospectus Summary, page 2

7. We note the statement in the introductory paragraph that the
summary description does not include all the information that
investors should consider.  Please note that a summary by its
nature
is not complete, but should highlight all the material provisions.
Please revise appropriately and clarify that your summary includes
all the material information.

8. Please revise to quantify the amount of securities you are
registering for each conversion.  In this regard, we note that you
are registering a total of 8,817,466 shares of common stock.

Our Business, page 2

9. We note your response to comment 9.  Please revise to indicate
when you expect to commence sales of the CodecSys products or
license
its technology.  Further, revise your Business section to describe
the "other revenue opportunities" you mention in the second
paragraph
under this heading.

Our Company, page 2

10. Please revise the penultimate paragraph on page 2 to indicate
that your auditors have raised "substantial doubt" about your
ability
to continue as a going concern.

Stock Options, page 3

11. Please revise to quantify the consideration received in
connection with each issuance.

Senior Secured Convertible Notes and Warrants, page 3

12. We note your response to comment 13.  Please revise to
disclose
the use of the proceeds from the convertible notes.

Risk factor, page 5

13. Please avoid using generic conclusions such as "adversely
affect"
and "adverse effect" when describing the risks` effects.   Replace
this, and similar language, with specific disclosure of how you,
your
business, financial condition and results of operations would be
affected by the facts you describe.

We may need additional capital in the future..., page 5

14. We note your response to comment 21; however, we are unable to
locate the requested disclosure.  Please advise or revise to
quantify
the additional funds needed to continue your planned operations.

Plan of Distribution, page 10

15. Please identify the finder you describe in the second
paragraph
on page 11.  Disclose the nature of any material relationship
between
the finder and Broadcast International.  See Item 508(g) of
Regulation S-B.

Description of Our Capital Stock, page 11

16. We note your response to comment 30; however, we are unable to
locate all of the requested disclosure.  Please revise this
section
to provide a detailed discussion of the payment amounts and
payment
dates for interest.

Where You Can Find More Information, page 12

17. Please revise to include the telephone number of the public
reference desk and the address of the SEC website as required by
Item
12(c) to Form S-3.

Part II

Item 16. Exhibits

18. We note your response to comment 33.  Please note that we will
need to review executed copies of each of the four convertible
note
agreements and the convertible line of credit prior to declaring
your
registration effective.  Also, please file a copy of the stock
purchase and option grant agreement and stock issuance and option
grant agreement.

Form 10-KSB

Financial Statements

Revenue Recognition, page F-10

19. We have read and considered your response to comment 39.
Please
advise us if you plan to expand your disclosures in future filings
to
provide a more comprehensive revenue recognition policy over the
sale
of equipment, license fees, and installation and service revenue.

Note 6 - Long Term Obligations, page F-14

Convertible Line of Credit Promissory Note, page F-14

20. We have read and considered your response to comment 44.  We
note
that you expect the accrued interest will be forgiven upon
conversion
pursuant to the terms of the line of credit.  However, until the
actual conversion and associated forgiveness has actually
occurred,
this does not appear to meet the criteria under paragraph 16 of
SFAS
140 to qualify as an extinguishment of your obligation for this
liability.  Further given the credit line has a due date, we do
not
understand your basis for expensing the beneficial conversion
feature
immediately under paragraph 19 of EITF 00-27.  Please advise us
further on these issues and what the impact would have been to
your
financial statements.

Form 10-QSB for the period ended June 30, 2005

Item 1 - Financial Statements

Consolidated Condensed Statements of Operations, page 4

21. Reference is made to your revised presentation to include
interest and other income within revenues.  As these amounts do
not
appear to be a result of your ongoing central operations, please
advise us your basis in GAAP for including these amounts within
revenue.

Note F- Long-Term Notes Payable, page 8

22. We note that the company issued a $3M principal amount of 6%
Senior Secured Convertible three-year notes and related
securities,
including common stock warrants and additional investment rights.
In
connection with this convertible note, the company valued the
warrants at $1.2M and recognized it as a debt discount.  Tell us
how
you considered EITF 00-27 as it relates to the allocation among
the
convertible instrument and the other detachable instruments based
on
their relative fair values.

23. Please provide a detailed analysis of how you evaluated the
embedded conversion option of the 6% Senior Secured Convertible
Notes, related warrants and additional investment rights under
EITF
00-19.

*****

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

	You may contact Yolanda Crittendon, Accountant, at (202) 551-
3472 or Cicely Luckey, Accounting Branch Chief, at (202) 551-3413
if
you have questions regarding comments on the financial statements
and
related matters.  Please contact Jeffrey Shady, Attorney-Advisor,
at
(202) 551-3471 or me at (202) 551-3780 with any other questions.

Sincerely,

Elaine Wolff
Branch Chief

cc:	David G. Angerbauer, Esq (via facsimile)
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Mr. Rodney M. Tiede
Broadcast International, Inc.
September 16, 2005
Page 6

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