SecProbe.io

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Mail Stop 4561

      December 23, 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. 4 to Form S-3/A on Form SB-2
Filed November 29, 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 comment 1 stating that if additional
investment rights are exercised in the future and Rule 462(b) is
not
available, the company will file a new registration statement to
register the resale of the common stock.  Please note that Rule
462(b) applies to registration statements that are registering
additional securities for the same class as were included in an
earlier registration statement for the same offering.  As such,
the
additional investment rights are not part of this offering.
Please
confirm that you will file a new registration statement to
register
the resale of the common stock underlying the additional
investment
rights.

2. We note your response to comment 2 that states if A warrants
are
issued to affiliated broker-dealers in the future and Rule 462(b)
is
not available with respect to registering additional securities by
means of a post-effective amendment, the company will file a new
registration statement to register the resale of the common stock
underlying the A warrants.  Please note that Rule 462(b) applies
to
registration statements that are registering additional securities
for the same class as were included in an earlier registration
statement for the same offering.  As such, the common stock
underlying the A warrants to be issued to affiliated broker-
dealers
are not part of this offering.  Please confirm that you will file
a
new registration statement to register the resale of the common
stock
underlying these A warrants.

3. We note that you entered into an engagement agreement with
First
Securities ASA.  Please provide us with support for your statement
that Norwegian is a "leading" investment banking firm.

Recent Developments, page 2

4. Please revise to discuss the material terms of Forbearance
Agreement dated November 30, 2005.  In this regard, we note your
Form
8 filed on December 6, 2005.  Further, please revise to include a
discussion in your risk factor section.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations

Results of Operations, page 12

5. Reference is made to the disclosure of net loss on page 12
where
you discuss net loss excluding certain non-cash expenses.  This
appears to be a non-GAAP measure for which you should revise to
comply with all of the requirements of Item 10(h) of Regulation S-
B.
Please advise us or revise accordingly.

Financial Statements and Notes
Note 14 - Subsequent Events, page F-19

6. Please expand your subsequent events footnote in your
registration
statement to provide similar information that was included in Note
F
to your Form 10-QSB for the period ended September 30, 2005.  In
general, since you have included interim financial statements in
your
registration statement, you should also include all relevant
information for the interim period in your footnotes.  It should
be
clear that this information is unaudited.

7. We noted that an aggregate derivative liability of $5,974,027
and
$4,214,893 as of June 30, 2005 and September 30, 2005,
respectively,
was recorded to recognize the fair value of the warrants and the
conversion feature of the notes.  Disclose separately the amounts
related to the warrants and the conversion feature of the notes.

8. Advise us and disclose the method and the assumptions used in
determining the fair value of the warrants and the conversion
feature.

9. We note from your response to comment 28 section 3, that you do
not have a limit on the number of shares that could be delivered
in a
share settlement under your convertible debt agreement.  Based on
the
disclosure on page 16 of your registration statement, you state in
no
event would the conversion price go below $.50 which seems to cap
the
potential number of shares to be delivered.  Please clarify this
apparent discrepancy.  To the extent that you do not have a limit,
it
appears that you may not be able to conclude that you have
sufficient
authorized and unissued shares available to settle other
previously
issued contracts that are exercisable during the period the
conversion feature is in place (i.e. nonemployee options or
warrants,
etc.)  As such, net-share settlement would not be within the
control
of the company and the contracts would be treated as a liability
given the guidance in paragraphs 19-21 of EITF 00-19.  Please
advise.

10. As previously requested in comment 30, tell us your
consideration
of all provisions of your contracts.  In this regard, please
clarify
if under Section 2(c) of your Convertible Debt Agreement whether
you
may have a call option that should be accounted for.  Please tell
us
whether this prepayment option can be settled in cash or shares
and
if it represented an embedded derivative that should be accounted
for
under SFAS 133.  To the extent this is an embedded derivative,
please
consider the guidance in paragraph B15 in the FASB Staff
Implementation Guidance - Guide to Implementation of Statement 133
on
Accounting for Derivative Instruments and Hedging Activities.

Principal and Selling Stockholders, page 28

11. Refer to comment 23.  We note your statement in the
penultimate
paragraph on page 32 that "affiliates of Stonegate Securities"
purchased their common stock in the ordinary course of business
and
that they had no agreements with any party to distribute those
shares.  Please confirm that the affiliates of Stonegate
Securities,
Inc. are the only selling shareholders who are affiliates of a
broker-dealer.

Part II

Item 28.  Undertakings, page II-7

12. Please note that in your next amendment you must update your
Item
512(a) undertakings in accordance with the amendments thereto that
became effective as of December 1, 2005.

*****

      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.
December 23, 2005
Page 5

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