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                              Graubard
      Miller

                              The
      Chrysler Building

                              405
      Lexington Avenue

                              New
      York, N.Y. 10174-1901

                              (212)
      818-8800

                              facsimile

                              direct
      dial
number

    June 23, 2009

    VIA
EDGAR

    Mr. Larry
Spirgel

    Assistant
Director

    Division
of Corporate Finance

    Securities
and Exchange Commission

    Mail Stop
3720

    Washington,
D.C.  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:

    This firm
is legal counsel to Parkervision, Inc. (the “Company”).  On behalf of
the Company, we hereby respond to the Staff’s comment letter to the Company,
dated June 4, 2009, relating to the above-captioned Annual Report on
Form 10-K (“10-K”).  Please note that, for the Staff’s convenience, we
have recited each of the Staff’s comments and provided the Company's response to
each comment immediately thereafter.

    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.

              We
      note your response to prior comment 1 from our letter dated May 14,
      2009.  Though Item 101(c)(viii) of Regulation S-K does not
      require disclosure as a material customer, we note that your business is
      substantially dependent upon your license agreements with these three
      counterparties.  They are not just material customers but are
      your only customers.  The identity of the counterparties to your
      licensing agreements is material to an understanding of your financial
      condition and your prospects for future product and royalty revenue and is
      required disclosure under Item 303 of Regulation S-K, even if you have not
      yet received licensing revenue to date.  Revise your disclosure
      to include the

            Confidential
      Treatment Requested by ParkerVision, Inc.
             PV20090623-1

    Portions
subject to the confidential treatment request have been omitted and replaced
with “[***]”.

      Securities
and Exchange Commission

      June 23,
2009

      Page
2

              identity
      of the counterparty for the licensing agreement that you refer to as
      “Confidential Licensee.”

    The
Company acknowledges that Item 303 of Regulation S-K, rather than Item
101(c)(vii) of Regulation S-K, is the basis of the Staff’s comment.

    The
Company does not believe that the name of the Confidential Licensee is material
to an understanding of the license agreement and the prospects for future
product and royalty revenues thereunder.  The Company has fully
disclosed the nature of the relationship and the material features of the
license agreement.  As discussed by telephone conversation with Scott
Hodgon on June 11, 2009, and with you on June 17, 2009, the Company believes
that, by revising its 10-K disclosure to provide supplemental information about
the Confidential Licensee other than the Confidential Licensee’s name, the
Company will have disclosed the information material to an understanding of its
prospects under the license agreement, without the substantial adverse
consequences to the Confidential Licensee and the Company (as discussed below)
that could result from disclosing the Confidential Licensee’s
identity.

    The
Company proposes to revise its 10-K disclosure and provide information about the
Confidential Licensee’s products, customers, and geographic
reach.  Such information will permit investors to evaluate the
Confidential Licensee’s business and understand the prospects for future royalty
revenue to the Company under the license agreement.  [***].

    The
Company has recognized no revenue to date from the licensing agreement and
expects that, once meaningful revenue is realized, it will be required to
disclose the identity of the Confidential Licensee pursuant to Item 101(c)(vii)
of Regulation S-K.  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 license agreement.  The
Company and the Confidential Licensee are in the process of completing such
development and testing.  The Company has publicly disclosed that it
anticipates revenue from the license agreement to commence in 2009 and if this
occurs, and the revenue is meaningful, the Company would identify the
Confidential Licensee in its Annual Report on Form 10-K for the fiscal year
ended December 31, 2009 in accordance with Item 101 (c)(vii) of Regulation
S-K.

    The
Company risks substantial adverse consequences from the disclosure of the
Confidential Licensee’s identity at the present time.  Confidentiality
of its identity was a condition to the Confidential Licensee entering into the
License Agreement with the Company due to significant strategic and competitive
concerns.  The Confidential Licensee currently relies upon [***].  It is
expected that incorporation of the Company’s technology into the Confidential
Licensee’s products will replace [***]

              Confidential
      Treatment Requested by ParkerVision, Inc.
               PV20090623-2

        Securities
and Exchange Commission

        June 23,
2009

        Page
3

    [***].  Until
completion of development and testing of the Company’s technology, the
Confidential Licensee will [***].  Revealing
the Confidential Licensee’s identity would jeopardize [***] prior to the
availability of products incorporating the Company’s technology.  In
addition, revealing the Confidential Licensee’s name would potentially negate
the advantage gained by the Confidential Licensee through introducing a
higher-performance product without advance notice to its
competitors.  The Company believes that, for these and other reasons,
if it is required to reveal the name of the Confidential Licensee at this time,
the Company’s ongoing business relationship with the Confidential Licensee would
suffer permanent damage and the successful completion of the product development
contemplated by the license agreement would be endangered.

    For the
foregoing reasons, the Company proposes the following revisions to the Company’s
10-K to provide additional information concerning the Confidential Licensee
without revealing its identity (inserted language is underlined and
deleted language is struckthrough):

    A.        The
first paragraph of Item 1 of the 10-K will read in its entirety as
follows:

    In 2007,
we entered into licensing agreements with two customers, ITT Corporation (“ITT”)
and a global baseband
chipset supplier whose name remains confidential under the terms of our
agreement with themconfidential mobile
handset chip supplier (“Confidential Licensee”).

    B.        The
first and second paragraph of Item 7 of the 10-K will read in their entirety as
follows:

    We are in
the business of designing, developing and selling our proprietary RF
technologies and products for use in semiconductor circuits for wireless
communication products.  Since 2007, we have entered into three
customer contracts for the incorporation of our technologies into wireless
chipsets, modules and products.   Two of the three customer
agreements represent licensing agreements whereby our customers, ITT and a Confidential
Licensee will incorporate our IP into their own wireless semiconductor
circuits and/or radio products.

    The two licensing customers
include ITT and the Confidential Licensee.  The Confidential Licensee
is a fabless supplier of chipsets that support 2G, 2.5G and 3G mobile standards
with engineering design and sales locations in both North America and
Asia.  The Confidential Licensee designs and supplies chipsets, and
related handset reference designs, predominantly to ODMs for incorporation
into

              Confidential
      Treatment Requested by ParkerVision, Inc.
               PV20090623-3

        Securities
and Exchange Commission

        June 23,
2009

        Page
4

    mobile
handsets.  The Confidential Licensee has reported [__] of the top five
handset manufacturers among its customer base.

    Item 11. Executive
Compensation, page 54

    Compensation of Outside
Directors, page 68

              2.

              We
      note your response to prior comment 4 from our letter dated May 14,
      2009.  Please include the revised disclosure in your amended
      10-K in addition to your forthcoming proxy
  statement.

    The
Company will include the revised disclosure in its amended 10-K and in its
forthcoming proxy statement.

    Part IV

    Item 15.
Exhibits

    Exhibits 31.1 and
31.2

              3.

              We
      note your response to prior comment 5 from our letter dated May 14,
      2009.  Please include revised certifications with your amended
      10-K.

    The
Company will include the revised certifications in its amended
10-K.

    *   *   *   *

    On behalf
of the Company we acknowledge 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.

                Confidential
      Treatment Requested by ParkerVision, Inc.
                 PV20090623-4

          Securities
and Exchange Commission

          June 23,
2009

          Page
5

    If the
Staff has any further questions or comments regarding the information in this
letter, kindly contact the undersigned at (212) 818-8675.  Thank you
for your time and attention.

    Sincerely,

    /s/ Paul
Lucido

    Paul
Lucido

                Confidential
      Treatment Requested by ParkerVision, Inc.
                 PV20090623-5