SecProbe.io

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Room 4561

								November 18, 2005

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

Re:	NeoMedia Technologies, Inc.
	Amendment No. 4 to Registration Statement on Form S-4/A
	Filed November 7, 2005
	File No. 333-123848

	Form 10-KSB for the fiscal year ended December 31, 2004, as
amended
	Form 10-QSB for the fiscal quarter ended March 31, 2005
	Form 10-QSB for the fiscal quarter ended June 30, 2005
	File No. 0-32262

Dear Mr. Jensen:

	We have reviewed your filings and have the following
additional
comments.

Form S-4 as amended on November 7, 2005

Amendment No. 4 to Form S-4
1. Include currently dated consents of all independent accountants
in
the next amended registration statement.
Pro Forma Financial Information, pages F-69 to F-76
2. Revise all captions and references to the Pro Forma Financial
Information to include the word "Unaudited".
3. Your description of the basis of presentation does not appear
to
have been updated to refer to the periods, and entities,
presented.
For example, remove references to CSI since the entity is already
included in Neomedia`s historical financial statements for more
than
nine months.   Revise accordingly.
4. Revise to present an unaudited pro forma condensed balance
sheet
as of September 30, 2005.
5. Revise to provide unaudited pro forma condensed statements of
operations for the nine months ended September 30, 2005.
6. With regard to your pro forma adjustment "D", revise to reflect
the allocation of the entire expected purchase price for the BSD
and
Mobot acquisitions.  That is, the adjustment appears to exclude
the
$3.5 million cash portion of the consideration to be paid for
Mobot,
Inc. Additionally, disclose the value of all shares and options
issued for the acquisition.  Indicate how the fair values were
determined.  Include a schedule showing the calculation of each
purchase price.
7. Expand the disclosure to show the allocation of the purchase
price
to the tangible and intangible assets acquired.  Also, for each
class
of intangibles acquired disclose the related amortization period.
In
this regard, indicate why no value has been assigned to any
intangible assets besides goodwill.  Furthermore, clarify why
Mobot
is not being considered a shell company since it appears to have
nominal operations.  Also, provide us with an analysis of whether
Mobot is a business under EITF 98-3.  In either case, the
acquisition
would not be accounted for as a business combination and would be
treated as a recapitalization if it is deemed a shell or as an
asset
acquisition if it does not meet the definition of a business. Be
advised that goodwill is only recognized in a business combination
and not in a recapitalization or an asset acquisition.  See
paragraph
9 of SFAS 141.
8. Please address the impact, if any, of the acquisition of Mobot
by
NeoMedia on Mobot`s outstanding convertible debentures and the
warrants issuable upon conversion or exchange of the debentures.
That is, clarify whether the holders intend, if known, to convert
the
debentures to Mobot shares and warrants.  Please provide
additional
pro forma presentation to the extent that there are a range of
possible outcomes with regard to the convertible debentures and
warrants.
Financial Statements of Mobot, Inc.
9. Revise to include interim financial statements in accordance
with
Regulation S-B Item 310(g).
Report of Independent Registered Public Accounting Firm, page F-86
10. Revise to include a signed report in accordance with Rule 2-
02(a)
of Regulation S-X.

	You may contact Tamara Tangen, at (202) 551-3443, or Stephen
G.
Krikorian, at (202) 551-3488, should you have questions regarding
comments on the financial statements and related matters.  If you
have any other questions, please call Adam Halper, at (202) 551-
3482.
If you require additional assistance you may contact Perry Hindin,
at
(202) 551-3444 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.
November 18, 2005
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