SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>eagle8kltrtandy08252004.txt
<DESCRIPTION>8/25/2004 CMT LTR; ITEM 4, 8-K; HOUSER
<TEXT>

August 25, 2004

Richard R. Royall
Chief Financial Officer
Eagle Broadband, Inc.
101 Courageous Drive
League City, Texas  77573

RE:  	Form 8-K Item 4 filed August 24, 2004
	File # 0-23163

Dear Mr. Royall:

We have reviewed your filing and have the following comments.  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.  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 number listed at
the end of this letter.

	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.
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.

	In connection with responding to our comments, please provide, in
writing, a statement from the company acknowledging 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.

	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 our review of your filing or in response to
our comments on your filing.

1. Please amend your filing to state whether the board of directors
and/or audit committee recommended or approved the decision to change
accountants.  Refer to Item 304(a)(1)(iii) of Regulation S-K for
guidance.

2. Please amend your disclosure regarding disagreements to
specifically identify the time period in question (i.e., during your
most recent fiscal year end August 31, 2003 and any subsequent interim
period through August 23, 2004, the date of dismissal).  Refer to Item
304(a)(1)(iv) of Regulation S-K for guidance.

3. To the extent that you make changes to the Form 8-K to comply with
our comments, please obtain and file an updated Exhibit 16 letter from
the former accountants stating whether the accountant agrees with the
statements made in your amended Form 8-K.

4. Please amend your filing to specifically state that you have
engaged Lopez, Blevins, Bork & Associates, L.L.P. as your new
independent accountants and the date of such engagement.  Refer to
Item 304(a)(2) for guidance.

*****

Please file your amendment via EDGAR in response to these comments
within 5 business days of the date of this letter.  Please note that
if you require longer than 5 business days to respond, you should
contact the staff immediately to request additional time.  Direct any
questions regarding the above to the undersigned at (202) 942-1989.

Sincerely,

Tracey Houser
Staff Accountant
Richard R. Royall
Eagle Broadband, Inc.
August 25, 2004
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510

       DIVISION OF
CORPORATION FINANCE

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