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VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
ATTN:  Linda Cvrkel, Branch Chief
450 Fifth Street, N.W.
Washington, D.C. 20549-0306

                                                               December 17, 2004

         Re:               Futuremedia PLC
                           Form 20-F for the fiscal year ended August 30, 2004
                           File No. 000-21978

Ladies and Gentlemen:

      This letter is in response to the letter from the Commission's staff dated
November 29, 2004  regarding the above  referenced  filing.  The headings  below
correspond  to the  headings in the staff's  letter,  and each of the  Company's
responses is preceded by the text of the comment from the staff's letter.

      In connection with this response letter, the Company acknowledges that (i)
the Company is  responsible  for the adequacy and accuracy of the  disclosure in
the filing;  (ii) staff  comments or changes to  disclosure in response to staff
comments do not foreclose the Commission  from taking any action with respect to
the filing;  and (iii) the Company may not assert staff comments as a defense in
any  proceeding  initiated  by the  Commission  or any person  under the federal
securities laws of the United States.

Annual  Report on Form 20-F for the  Fiscal  Year ended  April 30,  2004 - Filed
September 30, 2004

Item 3. D. Risk Factors

Dependence on Limited Source of Supply - Page 12.

      1.    SEC Comment:  We note from page 12 that you are  dependent on one or
            only a limited  number of  suppliers  for certain key  software  and
            hardware  components and obtaining an  alternative  source of supply
            could involve significant delays and other costs, and may ultimately
            not be  available  to you. In light of this  situation,  consider in
            future filings,  disclosing the nature and financial  impact of this
            concentration in accordance with paragraphs 20-24 of SOP 94-6.

<PAGE>

United States Securities and Exchange Commission
Division of Corporation Finance
ATTN:  Linda Cvrkel, Branch Chief
December 17, 2004
Page 2

      COMPANY RESPONSE:  The Company  acknowledges the Commission's  comment and
      will provide such expanded disclosure in future filings.

Item 7.  Major Shareholders and Related Party Transactions - Page 39.

2.    SEC  Comment:  Reference  is made to key (2) on page  39.  Please  tell us
      supplementally  and  identify  in future  filings  the  natural  person or
      persons that have voting or investment  power over each entity  identified
      in key (2).

            COMPANY  RESPONSE:  As indicated in Item 7 (key 2), to the Company's
            knowledge, Rennes Foundation and Jobelin Foundation are beneficially
            owned by entities  of which  directors  or  executive  officers  (or
            former  directors  or  executive  officers)  of the Company are also
            directors,  executive  officers or  shareholders.  The directors and
            executive officers of the Company disclaim  beneficial  ownership of
            these shares.  To the Company's  knowledge,  Rennes  Foundation  and
            Jobelin  Foundation are under common  control.  The Company does not
            have access to any further information beyond what Rennes Foundation
            and Jobelin  Foundation  disclosed in Schedule 13D (Amendment No. 3)
            filed with the  Commission on March 5, 2004 or in other filings with
            the  Commission,  or the information  Rennes  Foundation and Jobelin
            provided  directly  to the  Company.  The  Company  has  no  further
            information on the ultimate  beneficial  owners of Rennes Foundation
            and Jobelin Foundation.

Financial Statements

Notes to the Financial Statements

Note 1.  Summary of Significant Accounting Policies

General.

3.    SEC  Comment:  We note  from  your  business  section  that  you  incurred
      GBP196,000 of research and development  costs.  In future filings,  please
      disclose the amount of research and  development  costs charged to expense
      in each  period  for  which an income  statement  is  presented.  Refer to
      paragraph 13 of SFAS 2.

<PAGE>

United States Securities and Exchange Commission
Division of Corporation Finance
ATTN:  Linda Cvrkel, Branch Chief
December 17, 2004
Page 3

            COMPANY RESPONSE:  The Company acknowledges the Commission's comment
            and in future filings will provide such expanded disclosure relating
            to research and development  costs charged to expense in each period
            for which an income statement is presented.

Revenue Recognition

4.    SEC Comment: It appears that you derive  substantially all of your revenue
      from  Learning  for  All(TM).   From  your  disclosure,   this  e-learning
      management  system  consists of providing all hardware,  operating  system
      software  and  other  software  packages  and  support  services  such  as
      delivery,  installation,  training and support. Tell us supplementally and
      disclose  in  future  filings  how you  determine  the fair  value of each
      element.  From your filing it appears you do not supply  support  services
      only.  Tell  us  supplementally   and  indicate  in  future  filings  what
      accounting  guidance you apply when recording  revenue in connection  with
      Learning for All(TM).

            COMPANY RESPONSE:  Fair Values. The fair values of each element were
            determined by taking the price of similar  products being offered by
            competitors, as advertised on the Internet or in trade publications.
            This  was  done  at the  outset  of  each  campaign,  and  therefore
            reflected the `spot price' of each element.  Once  established,  the
            fair values  remained  unchanged  for the duration of the  campaign,
            typically two to three months. These values are then used to compile
            a fair value for the total package being offered, and the percentage
            of this total that each  element  represents  was used to derive the
            actual revenue recognized in the income statement.

            Accounting Guidance. The Guidance applied when recording revenues in
            connection  with  Learning  For All(TM) is in  accordance  with EITF
            00-21   "Accounting   for   revenue   arrangements   with   multiple
            deliveries".  Having  identified the various elements that make up a
            Learning for All(TM) package, each is examined and classified by its
            nature  into  either  a  `delivered'  or  `deferred'  category.  The
            `delivered'  category  comprises the hardware,  operating  software,
            delivery  and  installation  fees and other  miscellaneous  software
            supplied at the time and subject to a once-off  charge.  `Delivered'
            revenues are  recognized on  installation.  The  remaining  elements
            making up the  `deferred'  revenues  comprise  the  provision of the
            Learning  Management  System,  hosting  of the  associated  website,
            telephone  support and  e-learning  content.  Deferred  revenues are
            recognized over the period of the agreement, typically three years.

            The Company  acknowledges the Commission's  comment and will provide
            this disclosure in future filings.

<PAGE>

United States Securities and Exchange Commission
Division of Corporation Finance
ATTN:  Linda Cvrkel, Branch Chief
December 17, 2004
Page 4

Stock-based Compensation, page F-11

5.    SEC Comment:  We note your  disclosure in Note 1 that you only issue fixed
      term  stock  options at or above the  quoted  market  price on the date of
      grant  and  therefore  no  compensation   expense  is  recognized  in  the
      accompanying  financial  statements.  However,  we note from page F-27 you
      issue  performance-based   options  that  are  subject  to  variable  plan
      accounting.  Tell us  supplementally  and  disclose in future  filings the
      amount  of  stock   compensation   recorded   in   connection   with  your
      performance-based  options for each  income  statement  period  presented.
      Revise Note 1 as necessary in future filings.

            COMPANY  RESPONSE:  The conditions  attaching to  performance  based
            options had not been met,  therefore no amount of stock compensation
            was  included in the income  statement  for any period in respect of
            the granting of performance-based options.

            The Company  acknowledges the Commission's  comment and will provide
            this disclosure in future filings.

6.    SEC Comment:  We note that you recorded  compensation  expense  related to
      options that were cancelled and replaced in fiscal year 2004 and presented
      such below your operating  loss. In future  filings,  please include stock
      compensation  within  the  income  statement  caption  operating  expenses
      presented within income (losses) from continuing operations.

            COMPANY RESPONSE:  The Company acknowledges the Commission's comment
            and in future filings will provide such expanded disclosure ensuring
            that  stock  option   compensation  is  included  within  `operating
            expense' within income/(losses) from Company operations.

Note 9.  Acquisitions - Page F-18.

7.    SEC  Comment:  We note that you  acquired a 29.8%  interest in Luvit AB in
      April  2003.  Please  provide us  supplementally  with  discussion  of the
      changes and a rollforward  schedule of your investment account between the
      periods  presented.  Also, tell us supplementally  why you believe audited
      financial  statements of Luvit AB under Rule 3-09 of  Regulation  S-X were
      not required for fiscal year 2004 in your Form 20-F.
<PAGE>

United States Securities and Exchange Commission
Division of Corporation Finance
ATTN:  Linda Cvrkel, Branch Chief
December 17, 2004
Page 5

            COMPANY RESPONSE: In April, 2003, Futuremedia invested GBP944,000 in
            cash and shares in purchasing  11,150,000  shares in Luvit AB, which
            at the time had a total of 37,416,107 shares on issue, for a holding
            of 29.8%. During the period April 2003 to June 2003, Luvit completed
            a `reverse  split' whereby their shares were  consolidated  on a ten
            for one  basis.  Furthermore,  in the same  period,  Luvit  issued a
            further 6,233 shares (post consolidation).

            In January 2004,  Futuremedia sold 25,200 Luvit shares, and in April
            2004,  sold a further  70,869 Luvit shares,  reducing its holding to
            1,018,931 shares, aggregating 27.2%.

            The following table summarizes the movements:

                             Futuremedia No.  Luvit AB            Futuremedia %
           Date (month end)  Shares held      Shares on issue     holding

           April 2003        11,150,000       37,416,107          29.80%
           June 2003         1,115,000        3,747,844           29.75%
           January 2004      1,089,800        3,747,844           29.08%
           April 2004        1,018,931        3,747,844           27.18%

            The sale of shares  during the year reduced the original  investment
            value from GBP204,000 at May 1 2003, by GBP17,000 to GBP187,000.

            During  the year to April  30,  2004,  Luvit AB  recorded  losses of
            approximately GBP1,000,000.  Futuremedia's share of these losses, at
            27.2% therefore amounted to GBP272,000, which reduced the investment
            value in the year from  GBP187,000 to GBPnil at April 30, 2004,  and
            resulted in a further impairment taken against the carrying value of
            goodwill  resulting in an overall  charge of  GBP287,000 As noted in
            response to question 8, the Company will also revise its  disclosure
            to include goodwill and the related investment together.
<PAGE>

United States Securities and Exchange Commission
Division of Corporation Finance
ATTN:  Linda Cvrkel, Branch Chief
December 17, 2004
Page 6

                  NB all values in GBP000's

                                                      Investment     Goodwill

                    Balance at April 30, 2004            204            739
                    Sale of Luvit AB shares              (17)             -
                    Share of Luvit AB losses            (187)             -
                    Impairment charge                      -           (100)
                    Balance at April 30, 2004            Nil            639

            At April 30, 2004, there were no amounts due from Luvit AB.

            The audited accounts of Luvit were not required for fiscal year 2004
            in our Form 20F under the following guidance:

            Accounting Technical Guidance

            The Company has assessed the  requirements  to present  supplemental
            audited  financial  statements  of  Luvit  AB  under  Rule  3-09  of
            Regulation S-X.

            Rule  3-09 of  Regulation  S-X  notes  that if the  first  or  third
            conditions set forth in Rule 1-02(w)  substituting  20% for 10%, are
            met for a 50% or less  owned  investee  accounted  for by the equity
            method,  separate  financial  statements  of the  investee  shall be
            filed.

            The  Company  has  considered  the  first and  third  condition,  in
            relation to the net assets and income of the Company compared to the
            investee.  Based on our  considerations,  the 20%  threshold was not
            exceeded in either case.

            As a result,  supplemental  audited financial statements of Luvit AB
            have not been  presented in the  Company's  Form 20-F for the fiscal
            year 2004.

8.    SEC Comment:  We note that on the date you acquired your interest in Luvit
      AB you  recorded  goodwill  of GBP  739,000  representing  the  difference
      between  the  cost of your  investment  and your  share of the  underlying
      equity in net assets of Luvit AB.  The  goodwill  of an equity  investment
      should not be separate  from the related  investment  but  presented  as a
      single amount on your balance  sheet.  In future  filings,  include equity
      method goodwill and the related investment as a separate line item on your
      balance sheet. Refer to paragraph 19 of APB 18 and paragraphs B169-B170 of
      SFAS 142.

<PAGE>

United States Securities and Exchange Commission
Division of Corporation Finance
ATTN:  Linda Cvrkel, Branch Chief
December 17, 2004
Page 7

            COMPANY RESPONSE:  The Company acknowledges the Commission's comment
            and will  comply in future  filings.  For your  information  we have
            amended this in the company's  filing under Form 6-K (filed with the
            Commission on December 15, 2004) of its unaudited quarter results to
            the end of October 2004.

9.    SEC Comment: We note that you recorded an impairment charge of GBP 100,000
      related to the goodwill portion of your equity  investment in Luvit AB. An
      equity  investment  (collectively  the cost of your investment and related
      goodwill)  should  be  reviewed  for a loss in value  that is  other  than
      temporary in accordance with paragraphs  19(h) of APB 18 and should not be
      reviewed for impairment using the guidance in SFAS 142. Refer to paragraph
      40 of SFAS 142. Please review you eq