SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

						June 24, 2005

Mail Stop 4561

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-3
	Filed May 25, 2005
	File No. 333-125239

Dear Mr. Jensen:

	This is to advise you that we have limited our review of your
filing to the matters addressed in the comments below.  Where
indicated, we think you should revise your document 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 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.

General
1. We note that you have outstanding comments on your Form S-4,
File
No. 333-123848.  Please be advised that these comments must be
resolved before your registration statement on Form S-3 is
declared
effective.
Prospectus Cover Page
2. Please revise to disclose your concurrent offering on Form S-4
and
to state the number of shares currently being offered under your
other prospectus.
3. While it appears from the disclosure throughout the filing that
you are registering 54,000,000 shares of common stock underlying
warrants issued to the selling security holders, we note that the
disclosure at the top of your prospectus cover page indicates you
are
also registering "Warrants to Purchase Shares of Common Stock."
Please confirm that you are registering only the 54,000,000 shares
of
common stock underlying such warrants and revise your cover page
accordingly or advise.

Risk Factors

Risks Specific to This Offering, page 10
4. We note that as of May 9, 2005 you could issue up to 82,336,402
previously registered shares of common stock under your Standby
Equity Distribution Agreement with Cornell Capital, and that you
had
also entered into a new Standby Equity Distribution Agreement with
Cornell under which Cornell agreed to purchase up to $100 million
of
your common stock over a two-year period.  In light of your equity
line arrangements with Cornell, please tell us whether Cornell
holds
any market dependent securities.  If so, please provide us with
information regarding the material terms of such securities.
Selling Stockholders, page 15
5. Please note that disclosure regarding all material transactions
with a selling stockholder that took place within the past three
years must be provided to conform to the requirements of Item 507
of
Regulation S-K.  In this regard, we would expect to see disclosure
regarding the material terms of all such transactions with the
selling stockholders, including the date, nature and value of such
transactions.  We would also expect to see specific disclosure
regarding the material terms of the prior equity line with Cornell
and the material terms of the Warrant, Promissory Note, Security
Agreement, Placement Agent Agreement, Escrow Agreement and Standby
Equity Distribution Agreement with Cornell.  Please revise
accordingly.
6. As a follow-up to the comment above, please describe in greater
detail the material terms of the transaction pursuant to which
Thornhill Capital LLC received its common stock and expand your
disclosure to explain the nature of the "financial consulting
services" provided by Thornhill.
7. It does not appear that Thornhill Capital is a registered
broker-
dealer.  Please confirm.  Additionally, if Thornhill Capital is an
affiliate of a broker-dealer, please disclose whether it received
its
shares in the ordinary course of business and whether, at the time
of
acquisition, it had any understandings or arrangements with any
other
person, either directly or indirectly, to distribute the shares.

Information We Incorporate by Reference, page 19
8. Please revise this section to specifically incorporate by
reference the amended Form 10-KSB filed on May 17, 2005.
Additionally, ensure that this section is updated to include any
other filings that are required to be incorporated by reference
and
are filed prior to effectiveness.  See Interpretation H.69 in the
July 1997 CF Manual of Publicly Available Telephone
Interpretations.

Signatures
9. While we note that your Chief Executive Officer and Chief
Financial Officer have signed the registration statement, please
note
that Form S-3 requires your principal accounting officer or
controller to sign, as well.  See Instruction 1 to the Signatures
portion of Form S-3.  Accordingly, please ensure that your next
amendment is revised to clearly indicate who is signing in the
capacity of principal accounting officer or controller.

Exhibits
10. Pursuant to the conversation held with Mr. Haligman on June
20,
2005, please file the Warrants issued to Thornhill Capital and
Cornell Capital as exhibits to this registration statement.
Additionally, please revise your exhibit index to list all
agreements
between the company and either of the selling security holders.
See
Item 601(b)(10)(i)(A) of Regulation S-B.  You may incorporate
these
agreements by reference if they have already been publicly filed.

* * * * *

      As appropriate, please amend your filing 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
Sara
Kalin, at (202) 551-3454 or the undersigned, at (202) 551-3730.

      Sincerely,

      Barbara C. Jacobs
      Assistant Director

cc:	Via Facsimile
      Ronald S. Haligman, Esq.
      Kirkpatrick & Lockhart LLP
      201 S. Biscayne Blvd. Suite 2000
	Phone: (305) 539-3305
      Fax: (305) 358-7095
??

??

??

??

Charles T. Jensen
NeoMedia Technologies, Inc.
June 24, 2005
Page 1

</TEXT>
</DOCUMENT>