SecProbe.io

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Mail Stop 3561

      							September 15, 2005

Ms. Cynthia L. Poehlman
Chief Financial Officer
Parkervision, Inc.
8493 Baymeadows Way
Jacksonville, Florida 32256

	Re:	Parkervision, Inc.
      Form 10-K for Fiscal Year Ended December 31, 2004
		Filed March 30, 2005

Forms 10-Q for Fiscal Quarter Ended March 31, 2005 and June 30,
2005
		File No. 0-22904

Dear Ms. Poehlman:

      We have reviewed your filing and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and do not intend to expand our review to
other
portions of your documents.  Where indicated, we think you should
revise your documents 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 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 on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-K for the fiscal year ended December 31, 2004, filed March
16, 2005

Item 9A. Controls and Procedures, page 52

1. We note your disclosure that your disclosure controls and
procedures are "effective to ensure that information required to
be
disclosed by the Company in the reports that it files or submits
under the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported within the time periods specified in the
SEC
rules and forms."  Please confirm in your response letter and
disclose in future filings that your disclosure controls and
procedures also are effective to ensure that information required
to
be disclosed in the reports that you file or submit under the
Exchange Act is accumulated and communicated to your management,
including your principal executive and principal financial
officers,
to allow timely decisions regarding required disclosure.  See Rule
13a-15(e) of the Exchange Act.  Alternatively, you may simply
state
that your disclosure controls and procedures are effective.

Form 10-K/A for the fiscal year ended December 31, 2004, filed
April
27, 2005

Exhibit 31.1
Exhibit 31.2

2. We note that the certifications do not comply with the
requirement
to provide the portion of the introductory language in paragraph 4
of
the certification required by Exchange Act Rules 13a-14(a) and
15d-
14(a) that refers to the certifying officers` responsibility for
establishing and maintaining internal control over financial
reporting for the company, as well as paragraph 4(b).  The amended
language must be provided in the first annual report required to
contain management`s internal control report and in all periodic
reports filed thereafter.  Please revise accordingly.  See SEC
Release No. 33-8392 (Feb. 24, 2004), which is available on our
internet site at http://www.sec.gov/rules/final/33-8392.htm.
Please
note that you must refile your entire Form 10-K with your amended
certifications.

Form 10-Q for the fiscal quarter ended March 31, 2005, filed May
16,
2005

Item 4. Controls and Procedures, page 14

3. We note your disclosure that "there has been no significant
change
in the Company`s internal control over financial reporting that
has
materially affected, or is reasonably likely to materially affect,
the Company`s internal control over financial reporting."
(emphasis
added).  Item 308(c) of Regulation S-K requires the disclosure of
any
change in your internal control over financial reporting
identified
in connection with an evaluation thereof.  Please confirm for us
that
there was no change in your internal control over financial
reporting
that occurred during your first fiscal quarter in 2005 that has
materially affected, or is reasonably likely to materially affect,
your internal control over financial reporting, and provide the
disclosure required by Item 308(c) of Regulation S-K in future
filings.

Also comply with this comment as applicable to your Form 10-Q for
the
fiscal quarter ended June 30, 2005, filed August 8, 2005

Exhibit 31.1
Exhibit 31.2

4. We note that you have modified the language of the
certifications
required in Exhibits 31.1 and 31.2.  Both of your certifying
officers
have modified the language in the introduction to paragraph 4 and
in
paragraph 4(b).  Please revise to provide the certifications
required
in the exact form specified.  See Item 601(b)(31) of Regulation S-
K.
As with your amendment to your Form 10-K, your amendment to your
Form
10-Q must be filed in its entirety.

Form 10-Q for the fiscal quarter ended June 30, 2005, filed August
8,
2005

Exhibit 31.1
Exhibit 31.2

5. In addition to complying with the comments above as applicable
to
this filing, please revise to remove your Exhibit 32.1 from the
body
of Exhibit 31.2.  The exhibits should be separately filed and
tagged
on EDGAR as exhibits.

6. We note that you have omitted language from the introduction to
paragraph 4 of Ms. Poehlman`s Section 302 certification.  Please
revise to provide her certification in the exact form specified.
See
Item 601(b)(31) of Regulation S-K.  As with your other amendments
due
to incorrect certifications, your amendment to your second quarter
Form 10-Q must be filed in its entirety.

*    *    *    *

      Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  Please furnish
a
letter that keys your responses to our comments and provides any
requested information.  Detail letters greatly facilitate our
review.
Please understand that we may have additional comments after
reviewing your responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment 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.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and

* 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.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.

      You may contact Daniel Zimmerman, Staff Attorney, at (202)
551-
3367 or me at (202) 551-3810 if you have any questions.

								Sincerely,

								Larry Spirgel
								Assistant Director
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Ms. Cynthia Poehlman
Parkervision, Inc.
September 15, 2005
Page 4

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

         DIVISION OF
CORPORATION FINANCE

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