SecProbe.io

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May 4, 2005

Mail Stop 4-6

Charles T. Jensen
President and Chief Executive Officer
NeoMedia Technologies, Inc.
2201 Second Street, Suite 402
Fort Myers, Florida 33901

Re:	NeoMedia Technologies, Inc.
	Registration Statement on Form S-4
	Filed April 5, 2005
	File No. 333-123848

	Form 10-KSB for the fiscal year ended December 31, 2004
	File No. 0-32262

Dear Mr. Jensen:

	This is to advise you that we have limited our review of the
above-referenced documents to the matters identified below and we
have the following comments. Where indicated, we think you should
revise your documents in response to these comments.  With respect
to
the comments on the periodic report, your response should be
provided
as soon as possible and not later than May 17, 2005.  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 on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form S-4
General
1. We note disclosure in your registration statement that
Kirkpatrick
& Lockhart will pass on the validity of the shares and that you
will
file an exhibit pursuant to Item 601(b)(5) of Regulation S-K.
However, it appears you anticipate this transaction will be a tax-
free reorganization but have not provided an opinion regarding tax
matters pursuant to Item 601(b)(8) of Regulation S-K.  Please
advise.
2. Please revise your discussion of the $100 million Cornell
Capital
equity line to also describe the general terms and the existence
of
the Secured Promissory Note.     In addition, Exhibit 10.62
indicates
that the note is dated March 24, 2005 but your Form 8-K filed
April
1, 2005 indicates that the note is dated March 30, 2005.  Please
correct this inconsistency.
3. Consider revising to provide a toll-free number that BSD
shareholders can call to determine the number of shares to be
issued
on a per share basis.
Prospectus Cover Page
4. Update your disclosure to provide the number of shares that
would
be issued on a per share basis using the volume-weighted average
price of your stock for the five days prior to the latest
practicable
date.
5. Please revise to disclose on this page to more prominently
disclose that the BSD shareholders will not know the number of
shares
they will receive until the effective date of the merger.  Also
indicate the date by which BSD shareholders wishing to exercise
their
dissenters` rights must give notice to you.

Risk Factors, page 8
6. We note that since the filing of this Form S-4 your stock has
been
subject to dramatic price increases.  Please revise your
subheading
"Risks Related to the Merger" and disclosure throughout your
document
to describe any risks related to volatility of your common stock
since April 5, 2005.

The Merger, page 26

      Dissenters` Rights, page 29
7. Include a more detailed summary of the relevant sections of the
Florida Business Corporation Act relating to dissenters` rights.
Highlight the date by which dissenters must deliver notice to you
that they intend to exercise their rights and, if applicable, the
possibility that such dissenters may not know the exchange rate at
the time such notice is submitted.  Provide a similar discussion
of
this notice deadline in the summary section on page 7 under the
heading "Dissenters` Rights."

Form 10-KSB
Controls and Procedures, page 44
8. We note your statement in the Form 10-KSB referenced above,
that
the principal executive and financial officers have concluded that
the company`s disclosure controls and procedures were "effective
and
designed to ensure that material information relating to NeoMedia
and
its consolidated subsidiaries is accumulated and would be made
known
to them by others within those entities as appropriate to allow
timely decisions regarding required disclosure... ."  This
definition
of disclosure controls and procedures appears to be narrower than
Rule 13a-15(e).  Please revise your Form 10-KSB.
9. We note your statement under changes in internal controls that
your do not "believe" there are "significant deficiencies."
Please
unambiguously advise if there are significant deficiencies or
material weaknesses in your internal controls and procedures.
Further, your definition of internal controls that includes the
terms
"...adversely affect its ability to record, process..." appears to
be
narrower than Rule 13a-15(f).  Please revise your Form 10-KSB.
10. We note your statement concerning changes in internal
controls.
In this regard it does not appear that your disclosure is
consistent
with the requirements of Item 308(c) of Regulation S-B and Rule
13a-
15(d).  Please revise your Form 10-KSB to indicate if during the
quarter ended December 31, 2004 there was "any change" that
materially affected or was reasonably likely to materially affect,
your internal controls over financial reporting.  Please also
advise
if policy reviews, improvement of documentation or general
improvement in the state of your internal controls as discussed in
this paragraph led to any change during the quarter that
materially
affected or was reasonably likely to materially affect, your
internal
controls over financial reporting.

* * * * *

      As appropriate, please amend your filings in response to
these
comments.  You may wish to provide us with marked copies of the
amendments to expedite our review.  Please furnish a cover letter
with your amendments 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 amendments 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.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* the company may not assert staff comments and the declaration of
effectiveness 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 connection with our review of
your
filing or in response to our comments on your filing.

	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 Rule 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.

	If you have any questions, please call Adam Halper, at (202)
551-3482.  If you require additional assistance you may contact
Perry
Hindin (202) 551-3444 or the undersigned, at (202) 551-3730.

      Sincerely,

      Barbara C. Jacobs
      Assistant Director

cc:	Via Facsimile
      Clayton E. Parker, Esq.
      Kirkpatrick & Lockhart LLP
      201 S. Biscayne Blvd. Suite 2000
	Phone: (305) 539-3305
      Fax: (305) 358-7095
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NeoMedia Technologies, Inc.
May 4, 2005
Page 1

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