SecProbe.io

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Mail Stop 4561

      October 26, 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.
      Pre-Effective Amendment No. 3 to Form S-3/A on Form SB-2
Filed October 11, 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 SB-2

General

1. We note your response to comments 4 stating that you concur
that
you the have issued investment rights to purchase convertible
notes
and warrants and will therefore complete the offerings privately.
Specifically, your response indicates that if the investment
rights
which have already been issued are exercised pursuant to which
convertible notes and warrants are issued, then you will file a
post-
effective amendment to the Form SB-2 to register the resale of the
underlying shares of common stock.  We further note your statement
in
response to comment 5 that you "are not registering the resale of
any
common stock underlying the warrants or any other derivative
securities that have not yet been issued."  Since you may not
register additional securities by post-effective amendment, please
confirm that you will not file a post-effective amendment to
register
the common stock underlying the convertible notes or warrants but
rather that you will file a new registration statement to register
the resale.

2. We note your response to comment 5 that you concur with our
comment.  Our comment questioned why you believed it was
appropriate
to register the common stock underlying the A warrants in light of
the fact that the A warrants have not yet been issued to
affiliated
broker-dealers.  In response you state that you will file a post-
effective amendment to register the resale of the underlying
shares
of common stock "if the derivative securities are issued in the
future."  However, since the A warrants have not yet been issued
it
would not be appropriate to register the resale of the underlying
shares of common stock prior to the issuance of the A warrants.
Further, as we indicated in the prior comment, it is not
appropriate
to register additional securities via a post-effective amendment.
Please confirm that once the A warrants have been issued to
affiliated broker-dealers that you will file a new registration
statement, rather than a post-effective amendment, to register the
resale of the underlying shares of common stock.

3. We note the statement on page 35 that "this prospectus covers
shares of common stock issuable upon conversion of the senior
secured
convertible notes and upon exercise of all warrants to be issued
upon
exercise of the additional investment rights [emphasis added]."
Please reconcile this statement with your response that you are
not
registering the resale of shares of common stock underlying the
warrants but rather will file a post-effective amendment to
register
the resale of the underlying shares of common stock of the
warrants.

4. You indicate in the selling shareholder table on page 30 that
the
selling shareholders will offer 6,427,270 shares of common stock.
However, you also indicate in the fee table and the prospectus
cover
page that you are registering 6,547,272 shares of common stock.
Please revise this apparent discrepancy.

5. Please revise your disclosure to provide a discussion of your
agreement with First Securities ASA.  In this regard, we note your
Form 8-K filed on October 17, 2005.  Also, file the agreement as
an
exhibit to your registration statement.

6. Please continue to monitor the updating requirements of Item
310(g) of Regulation S-B.

Risk Factors, page 4

If we do not successfully commercialize our CodecSys technology,
we
may never achieve profitability or be able to raise future
capital,
page 4

7. We note your statement that if you do not succeed in developing
and commercializing your CodecSys technology it is highly doubtful
that you will achieve profitable operations and that such
development
and commercialization will require "substantial additional
capital."
Please revise here, in the Summary section following your
statement
that you believe that applications that you are developing for the
CodecSys technology "may hold substantial licensing and other
revenue
opportunities for our business," and in the business section to
discuss what you mean by the "substantial" amount that will be
required to develop and commercialize your CodecSys technology.

Covenant restrictions under our senior secured convertible notes
may
limit our ability to operate our business, page 4.

8. Please revise here and in the liquidity section of your MD&A on
page 13 to briefly describe the limitations to obtaining
additional
capital and to declare or pay dividends.

There is significant uncertainty regarding our patent and
proprietary
technology protection, page 6

9. We note from your disclosure on page 21 that you currently have
23
pending patent applications.  Please revise this risk factor to
disclose whether you currently have any patents.

Trading in our securities could be subject to extreme price
fluctuations..., page 7

10. You state that some of the factors that could significantly
affect the market price of your stock are discussed in various
risk
factors.  This risk appears too generic too help an investor
understand the risk of volatility in your stock price.  Please
revise
to describe the specific risks that could affect the volatility in
your stock price.  Alternatively, delete this risk.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations, page 10

Results of Operations, page 10

11. We note your statement that the decrease in net sales was
primarily a combination of a decrease in sales of equipment to
customers and a decrease in studio and video production revenue.
Please revise to discuss whether you believe this is a trend that
may
have a continuing effect on operations.  Include similar
disclosure
for your cost of sales and expenses.  See Item 303(b) of
Regulation
S-B.

Liquidity and Capital resources, page 13

12. Please revise to discuss liquidity on a long term basis.  See
Item 303(b) of Regulation S-B.

13. We note your intent to spend a significant amount of funding
in
the future on research and development.  Please revise to discuss
the
source of funds for these expenditures.

14. Please revise your liquidity section to discuss your
convertible
line of credit promissory note.  Specifically, include the payment
amounts, payment dates for interest and principal under the
indebtedness, and interest rate and maturity date.

Business, page 17

15. Please revise to briefly describe the "certain liabilities"
you
assumed from Interactive Devices, Inc.  In this regard, we note
your
disclosure in the fourth paragraph on page 17.  Also, describe and
quantify the "various stock options" that you gave to Streamware
shareholders.

16. We note your discussion of a settlement agreement between you
and
the co-founders of IDI and certain companies owned, controlled or
associated with the co-founders of IDI on page 12.  Please revise
here to provide a discussion of the settlement and the reasons for
the settlement.

17. Please revise to describe the distribution methods for your
products and services.  See Item 101(b)(2) of Regulation S-B.

18. Please revise to explain exactly how you provide "broadband
delivery technology."  For example, explain how you provide the
services described on page 2 of your Form 10-K/A for the year
ended
December 31, 2004.

19. We note that you offer several different products and
services.
Please revise to quantify the percentage of your revenues that are
derived from each category.

Management, page 24

20. Please revise your disclosure under this heading to provide
the
term of office for each officer and director.  See Item 401(a) of
Regulation S-B.

Related Party Transaction, page 28

21. We note that on April 1, 2003, BI entered into a stock
purchase
agreement with three of the co-founders of IDI to acquire
approximately 25% of the equity interest of IDI.  Please revise to
indicate the amounts paid to the co-founders.  Also, indicate how
you
determined the value of such interest.

Principal and Selling Stockholders, page 28

22. Please revise to identify the natural persons that control
each
of the selling stockholders.

23. We note that several selling shareholders are affiliates of
broker-dealers.  As such, 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.

Description of Our Capital Stock, page 34

Senior Secured Convertible Notes and Related Warrants, page 35

24. We note your statement that the $2.50 conversion price
relating
to the senior secured convertible notes is subject to adjustment.
Please revise to provide a detailed discussion of the
circumstances
under which the conversion price may be adjusted.

25. We note your statement that the A warrants issued to the
institutional funds are exercisable for a total of 600,000 shares
of
common stock at $2.50 per share and the B Warrants are exercisable
for a total of 600,000 shares at $4.00 per share subject to
adjustment in certain circumstances..  Please revise to provide a
detailed discussion of the circumstances under which the exercise
prices may be adjusted.

26. Please revise to identify your placement agent in connection
with
the issuance of the senior secured convertible notes.

Financial Statements

Note 6 - Long Term Obligations, page F-14

Convertible Line of Credit Promissory Note - 2003

27. We have reviewed your response to comment 20 and note the
difference between your accounting treatment for the accrued
interest
and beneficial conversion features in a manner differently from
EITF
00-27 and SFAS 140 is not material.  If you and your accountants
have
determined that your current methodology for these costs is not
materially different from GAAP, this evaluation should be
performed
but it is not appropriate to disclose a methodology that is not in
compliance with GAAP.  Please revise this footnote to disclose
your
accounting policy related to your convertible debt in a manner
that
is compliant with generally accepted accounting principles.

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

Item 1 - Financial Statements

Note F- Long-Term Notes Payable, page 8

Senior Secured Convertible Notes - 2005

28. Based on your response to comment 23, you have stated that you
are not obligated to deliver cash pursuant to the terms of the
embedded conversion option or the warrants and therefore you have
classified these amounts in permanent equity.  It appears these
agreements may not meet the definition of conventional convertible
debt in paragraph 4 of EITF 00-19 since they have a feature
wherein
the conversion price is reset if you issue shares at a price less
than the fixed conversion price in the note.  As a result, you
would
be required to analyze the conversion feature under paragraphs 12-
32
of EITF 00-19.  In this regard, we note that your registration
rights
agreement requires you to file a registration statement that is
declared effective by the SEC within 120 days or else you are
required to pay a liquidated damages payment equal to 2.0% of the
amount invested.  It appears that these provisions would result in
liability classification under EITF 00-19.  If true, you would be
required to bifurcate the conversion feature from the debt host
and
account for the feature as a derivative liability with changes in
fair value being recorded in the income statement.  Additionally,
we
note that if you conclude that this is the appropriate accounting,
you would not account for any beneficial conversion feature under
EITFs 98-5 and 00-27.

29. In addition, it appears the warrants issued would also be
required to be accounted for as derivative liabilities under EITF
00-
19 since these warrants are subject to the same registration
rights
agreement noted above.  Please advise.

30. Please note that you should perform a thorough analysis of all
of
the provisions of your convertible debt instrument to determine
whether there are any other provisions that may be problematic
under
paragraphs 12-32 of EITF 00-19. Further your disclosures should be
expanded to include all of the significant terms of the
convertible
debt agreement.  Clarify if there are any limits on the amount of
common stock that may be used to repay the debt and any terms that
may result in changes to the conversion price.

Item 25.  Other Expenses of Issuance and Distribution, page II-2

31. You indicate that the SEC registration fee is $3,355; however,
your fee table indicates that the fee is $2,466.  Please revise or
advise.

Item 26.  Recent Sales of Unregistered Securities, page II-2

32. Please revise to include the recent sales of all securities
sold
within the past three years that were not registered under the
Securities Act.  In this regard, we note several transactions in
your
Form 10-K for the year ended 2004 that are not disclosed in this
registration statement.  For example, we refer to the February 3,
2004 transaction disclosed in your Form 10-K.  See Item 701 of
Regulation S-B.

33. Please revise throughout this section to include all the
information required by Item 701 such as the total offering price
for
each transaction as well as the value of the consideration you
received.

34. Please revise to briefly describe the consulting services you
identify on page II-4.  Further, quantify the value of those
services.  See Item 701(c) of Regulation S-B.  We may have further
comments.

*****

      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