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CORRESP
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    fp0000766_corresp.htm

    June 1,
2009

    VIA
EDGAR

    Mr. Larry
Spirgel

    Assistant
Director

    Division
of Corporate Finance

    Securities
and Exchange Commission

    Mail Stop
3720

    Washington,
DC  20549

    Re:       ParkerVision,
Inc.

    Form 10-K for the Fiscal Year Ended
December 31, 2008

    Filed March 16, 2009

    File
No.  000-22904

    Dear Mr.
Spirgel:

    ParkerVision,
Inc. (the “Company”) hereby responds as follows to the Staff’s comment letter of
May 14, 2009, relating to the above-captioned Form 10-K.  For the
Staff’s convenience, the comments in the Staff’s letter are reproduced below in
italics, with the Company’s responses set forth in plain text immediately after
each comment.

    Form 10-K for the Year Ended
December 31, 2008

    Item
7.  Management’s Discussion and Analysis of Financial Condition and
Results of Operations, page 15

              1.

              Comment:

    We
note your disclosure that you have three current customer agreements, two of
which are licensing agreements, one with ITT and one with an unidentified
licensee.  Revise your disclosure to include the identity of the
counterparty for the licensing agreement that you refer to as “Confidential
Licensee.”

      7915
Baymeadows Way, Suite 400 •  Jacksonville, FL 32256 •  Ph
904 737 1367 •  Fax 904 732 6109

    Response:

    The
Company does not believe that the name of the Confidential Licensee, as
distinguished from the Company’s relationship with the Confidential Licensee, is
material to an understanding of the Company’s business.  The Company
has fully disclosed the nature of the relationship and the material features of
the licensing agreement.  The agreement calls for the Confidential
Licensee to implement the Company’s technology in its own products for
subsequent sale to others.  Not until the Confidential Licensee’s
product has been successfully developed and tested for high volume production
will the Company receive any license fees under the agreement.  To
date, the Company and the Confidential Licensee are in the process of completing
such development and testing.

    We note
that Item 101(c)(vii) of Regulation S-K requires disclosure of a customer by
name only if sales to the customer equal ten percent or more of the registrant’s
consolidated revenues and the loss of such customer would have a material
adverse effect on the registrant and its subsidiaries taken as a
whole.  As the Company has recognized no revenue to date from the
agreement and the Company believes the loss of the Confidential Licensee would
not have a material adverse effect on its financial condition, the Company is
not required under such regulation to disclose  the Confidential
Licensee’s name pursuant to this Item.

    Furthermore,
confidentiality of the Confidential Licensee’s name was a condition to the
Confidential Licensee entering into the agreement with the Company due to
strategic and competitive concerns.  The Company believes that if it
is required to reveal the name of the Confidential Licensee at this time, the
ongoing business relationship between the two companies would be permanently
damaged.

    Item
8.  Consolidated Financial Statements and Supplementary
Data

              2.

              Comment:

    Please
tell us how you evaluated whether you were a development stage enterprise
pursuant to SFAS 7.  In this regard, we note your minimal revenues in
2007 and no revenues in 2008.

    Response:

    The
Company advises the Staff that it has considered the guidance provided by SFAS 7
and believes the Company does not qualify as a development stage
enterprise.  Paragraph 8 of SFAS 7 defines a development stage
enterprise as a company that devotes substantially all of its efforts to
establishing a new business and either (i)
planned principal operations have not commenced or (ii) planned principal
operations have commenced but there has been no significant revenue
therefrom.   Note 1 to the Company’s consolidated financial
statements for the year ended December 31, 2008 defines our business as the
“design, development and sale of our proprietary radio-frequency technologies
and products for incorporation into wireless communications
products.”  We have three current customers for our
technology/products.  These customers have lengthy (12-24 month)
design cycles for the incorporation of our technology into their
products.   We do not believe ParkerVision’s efforts are devoted
substantially to establishing a new business as described in SFAS 7, but rather,
our efforts are devoted substantially to supporting our customers during their
lengthy design/integration process.  We anticipate revenues from these
contracts will begin in 2009.

    We
further reviewed the specific activities that represent a development stage
enterprise as delineated in paragraph 9 of SFAS 7 which states,  “A
development stage enterprise will typically be devoting most of its efforts to
activities such as financial planning; raising capital; exploring for natural
resources; developing natural resources; research and development (as defined in
paragraph 8 of FASB #2), establishing sources of supply; acquiring
property, plant, equipment, or other operating assets, such as mineral rights;
recruiting and training personnel; developing markets; and starting up
production.”  Although ParkerVision does raise capital from time to
time to support its operations, this represents a fairly insignificant portion
of the company’s efforts on an annual basis.  In addition, the Company
has had an insignificant amount of personnel recruitment and/or training
activities in the past three years and its annual capital expenditures are
insignificant as well.  In addition, the Company is not, and does not
intend to be, a semiconductor manufacturer.  Therefore, the Company
has no production start up activities outside of coordination of production
through existing foundry relationships and/or as it relates to support of
customers who are producing semiconductors based on the Company’s intellectual
property and reference designs.  The Company does incur substantial
research and development expense on an ongoing basis and therefore those
activities, as defined by SFAS 2, paragraph 8 were further scrutinized in the
Company’s evaluation of SFAS 7.

    Paragraph
8 of FASB 2, defines the types of activities that would typically be included in research
and development to include, “laboratory research aimed at discovery of new
knowledge,” “conceptual formulation and design of possible products,” “design,
construction and testing of pre-production prototypes and models,” and
“engineering activity required to advance the design of a product to the point
that it meets specific functional and economic requirements and is ready for
manufacture.”

    Paragraph
8 of FASB 2 further identifies the types of activities that would typically be
excluded from
research and development including, “Routine,
on-going efforts to refine, enrich, or otherwise improve upon the qualities of
an existing product,” “adaptation of an
existing capability to a particular requirement or customer's need as part of a
continuing commercial activity,” and “legal work in connection with patent
applications or litigation, and the sale or licensing of
patents.”

    In
evaluating activities in which the Company is predominantly engaged, “adaptation
of an existing capability to a particular requirement or customer’s need as part
of a continuing commercial activity” is largely representative of the company’s
efforts over the past 2 years and much of the Company’s expense that is
classified as research and development is related thereto.  The core
technology has been established for a number of years but has the capability of
being adapted to a number of different wireless products.  The
company’s principal “product” is this core intellectual property, and although
there exists an on-going effort to refine this product, as evidenced by
continued patent filings and continued development expenses, the laboratory
research and discovery efforts related to its intellectual property was
conducted over the course of several years as an effort related initially to
improvement of the company’s video products (such products and related assets
were sold to Thompson/Grass Valley in 2004 at which time the Company focused its
efforts solely on its current business activities).

    In
summary, the Company’s core technology, and the business activities and
personnel required to support the sale of that core technology, have been
established for a number of years.  Our efforts, particularly during
the years referenced in the Staff comments, are devoted largely to the support
of existing customers in adapting our technologies to their products, a process
that requires a lengthy (typically 12-24 month) customer design cycle to
complete.  As a result, the Company believes it does not meet the
qualifications as a development stage enterprise.

    Consolidated Balance Sheets,
page 27

    Note 6 – Other Assets, page
38

              3.

               Comment:

    Please
provide a separate caption and line item for “patents and copyrights” in your
consolidated balance sheets.  Refer to paragraph 42 of SFAS
142.

    Response:

    We have
considered the Staff’s comment in concert with the provisions of SFAS 142,
paragraph 42, which states, “At a minimum, all intangible assets shall be
aggregated and presented as a separate line item in the statement of financial
position.”   The Company’s intangible assets include not only
patents and copyrights as cited in the Staff comment, but also licensing fees
paid to others.   These intangible assets, in the aggregate,
represent over 95% of the “Other Asset” caption on our consolidated balance
sheets.  Cash surrender value of life insurance, deposits and other
immaterial assets, representing less than 5% of total assets, and therefore not
required to be separately presented in accordance with Rule 5-02 of Regulation
S-X, have historically been included within this caption on the consolidated
balance sheets.

    We hereby
request the Staff’s permission to modify our balance sheet presentation to
separately state “Intangible assets, net” and “Other assets” on a prospective
basis, beginning with our quarterly report on Form 10-Q for the fiscal quarter
ended June 30, 2009.

    Item
11.  Executive Compensation, page 54

    Compensation of Outside
Directors, page 68

              4.

              Comment:

    Disclose
all assumptions made in the valuation of awards in the stock awards and option
awards columns of the director compensation table by reference to a discussion
of those assumptions in your financial statements, footnotes to the financial
statements, or discussion in management’s discussion and
analysis.  See the Instruction to Regulation S-K Item 402(k), which
refers to Instruction 1 to Item 402(c)(2)(v) and (vi).

    Response:

    We have
considered the Staff’s comment and hereby request the Staff’s permission to
disclose the assumptions made in the valuation of stock and option awards on a
prospective basis, beginning with the Company’s Definitive Proxy Statement on
Schedule 14A to be filed in July 2009.  We note that the executive
compensation disclosure in the Company’s Definitive Proxy Statement will cover
the same periods as and be otherwise identical to the executive compensation
disclosure in the Form 10-K.  We will add the assumptions made in the
valuation of stock and option awards to footnotes (1) and (2) of the directors’
compensation table.

    Part IV

    Item 15.
Exhibits

    Exhibits 31.1 and
31.2

              5.

              Comment:

    We
note that you have omitted language from paragraph 4(d) of the certifications
required by Exchange Act Rule 13a-14(a).  Revise your certifications
to include the exact language of paragraph 4(d) of Item 601(31)(i) of Regulation
S-K.

    Response:

    We have
considered the Staff’s comment and hereby request the Staff’s permission to
amend the certifications required by Exchange Act Rule 13a-14(a) on a
prospective basis, beginning with our quarterly report on Form 10-Q for the
fiscal quarter ended June 30, 2009.  We will include the parenthetical
language that was inadvertently omitted.

    *     *     *     *

    The
Company acknowledges 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 in the
      filings reviewed by the Staff do not foreclose the Commission from taking
      any action with respect to the filing;
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.

    If the
Staff has any further questions or comments regarding the information in this
letter, kindly contact the undersigned at 904-737-1367. Thank you for your time
and attention.

    Sincerely,

    /s/ Cindy
Poehlman

    Cindy
Poehlman

    Chief
Financial Officer