SecProbe.io

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[EAGLE BROADBAND LOGO]                                101 Courageous Drive
                                                    League City, Texas 77573
                                                      Phone: (281) 538-6000
                                                    Toll Free: (800) 628-3910
                                                       Fax: (281) 538-4730
                                                     www.eaglebroadband.com

                                October 28, 2005

Mr. Larry Spirgel, Assistant Director                       Via Federal Express
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Mail Stop 3561
Washington, D.C. 20549

         Re:      Eagle Broadband, Inc. (the "Company" or "Eagle")
                  Form S-1, filed August 26, 2005
                  Amendment No. 1 to Form S-1, filed September 1, 2005
                  File No.: 333-127895

Dear Mr. Spirgel:

     Please be advised that, concurrent with this response, the Company filed
Amendment No. 2 to its Registration Statement on Form S-1 (the "Amendment").
A courtesy copy of the filing is enclosed herewith, together with a redline
comparison to the Form S-1 filed on August 26, 2005, as amended on September 1,
2005. The following are our responses to your comment letter dated September 23,
2005. Our responses are numbered to correspond with the numbered paragraphs
included in your comment letter.

Form S-1, General

1.   The Company has filed (or incorporated by reference) all previously omitted
     exhibits (with the exception of Exhibit 23.1), including Exhibit 5.1, the
     Opinion of Brewer & Pritchard, P.C.

2.   For reasons discussed below, the Company does not believe that it is
     premature to register resales of the 14,875,000 shares (the "Shares") at
     this time. Further, for the reasons discussed below, the Company does not
     agree "that conditions to the private sale of securities to the selling
     shareholders are not complete or are still within the control of the
     selling shareholders."

     Interpretation No. 3S states, in part,

                  In a PIPE transaction, the staff will not object if a company
                  registers the resale of securities prior to their issuance if
                  the company has completed a Section 4(2)-exempt sale of the
                  securities to the investor, and the investor is at market risk
                  at the time of filing of the resale registration
                  statement....There can be no conditions to closing that are
                  within an investor's control or that an investor can cause not
                  to be satisfied....The closing of the private placement of the
                  unissued securities must occur within a short time after the
                  effectiveness of the resale registration statement.

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     On October 18, 2005, the shareholders of the Company approved the issuance
     of the Shares as required by the American Stock Exchange ("AMEX"). At no
     time between August 12, 2005 (the "Closing Date"), and October 18, 2005,
     did the purchasers have the right to unilaterally rescind their purchase of
     the Shares. The Securities Purchase Agreement ("SPA"), executed by each
     purchaser and the Company on or about August 12, 2005, shows that the
     purchasers were irrevocably bound and that the PIPE transaction is
     consistent with the guidelines set forth in Interpretation No. 3S.

     Closing under the SPA occurred on or about August 12, 2005, when all of the
     deliveries required under Section 2.2 of the SPA took place. There were no
     subsequent closings, nor will there be any future closings. The purchasers
     transferred the full amount ($4,050,000) via wire transfer on or about the
     Closing Date. After the closing, there were no conditions within the
     purchasers' control pursuant to which they may have opted to have their
     funds returned to them or to pay a price different than the price
     stipulated in the SPA. Thus, the purchasers were at market risk with
     respect to all of the shares being registered. Section 3.1(t) of the SPA
     states, in part, that "the Company will forward to each Purchaser the
     Shares once listing approval has been granted by the American Stock
     Exchange." Because the AMEX subsequently determined that shareholder
     approval was required for the listing of the Shares, the only condition to
     delivery was such approval, which clearly was not within the purchasers'
     control.

     The AMEX informed the Company in its August 26, 2005 letter that no votes
     representing the shares issued in the February, April or August 2005
     offerings should be counted with respect the proposal to issue the Shares.
     Since the record date for voting at the October 18, 2005 shareholder
     meeting was July 26, 2005, none of the shares issued in the August 2005
     offering were eligible to vote.

     With regard to the shares acquired by the purchasers in the February/April
     offering, the purchasers hold their shares in street name. Thus, it would
     be difficult and costly for the Company to verify whether or not any of the
     purchasers voted any shares purchased in the February/April offering for or
     against the proposal. The proposal was approved with more than 66.3 million
     shares voting in favor of the proposal and 15.6 million shares voting
     against it. The maximum amount of shares the purchasers could have voted on
     this proposal was approximately 22.6 million shares (the amount they
     purchased in the February/April offering). Based on the actual vote, the
     following can be assumed:

     (1)  If it is assumed that the purchasers did indeed vote all of their
          shares in favor of the proposal (such that they are included in the
          total votes reflected), and the vote is adjusted to deduct all of
          these votes, the proposal still would have passed.

     (2)  If it is assumed that the purchasers did indeed vote all of their
          shares in favor of the proposal, and these votes are deducted from the
          "for" votes and added to the "against" votes, the purchasers still
          could not have changed the outcome of the vote.

     (3)  If it is assumed that none of the purchasers voted for or against the
          proposal, and these potential votes are added to the "against" votes,
          it is clear that the purchasers still could not have changed the
          outcome of the vote.

          Based on the foregoing, it is clear the purchasers could not have
          affected the vote one way or the other, and it is thus unnecessary to
          determine whether (and if so, how) the purchasers voted on this
          proposal.

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3.   As explained above, the closing on the sale of the Shares occurred on
     August 12, 2005. After that date, the purchasers did not have the
     unilateral right to rescind their purchases and they bore the market risks
     with respect to the ownership of the Shares. The AMEX listing was not a
     condition of closing (indeed, the shareholder approval requirement of
     listing was not contemplated at the time of closing), and for the reasons
     described above, the purchasers did not influence the outcome of the
     shareholder vote. Had the proposal been rejected or the margin of approval
     been smaller, the Company would have taken the steps necessary to determine
     whether and how the purchasers voted any shares purchased in the
     February/April offering and excluded such votes from the final tabulation.

Prospectus Summary, page 3

4.   The Prospectus Summary has been revised to clarify that all of the Shares
     have been sold, the amount of proceeds received and the dates on which such
     proceeds were received. The issue date for the warrant to Keystone has been
     left blank, as we are still finalizing the form of the warrant agreement
     with Keystone. Other sections of the Registration Statement containing
     similar discussions have also been updated.

Risk Factors, page 6

5.   This section has been updated to clarify that the transaction has been
     completed and that the funds have been received by the Company.

Experts, page 48

6.   The statements regarding the incorporation of financial statements by
     reference have been removed.

7.   The reference to Malone & Bailey has been removed.

Where You Can Find More Information, page 48

8.   The Company has made the requested change.

Part II - Information not Required in the Prospectus, page II-1

Item 15. Recent Sales of Unregistered Securities, page II-2

9.   The June 2005 disclosure has been revised to include the names of the
     directors and former employees who received unregistered shares and the
     consideration received therefor. The December 2004 issuance to Jango has
     been revised to include the amount of debt that was satisfied. The
     disclosure for the October and September 2003 transactions have been
     revised to include the amount of consideration in those transactions.

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Item 16. Exhibits, page II-4

10.  This item has been revised to incorporate all previously omitted exhibits
     (with the exception of Exhibit 23.1). Please note that there was not a
     separate Securities Purchase Agreement for the April 2005 offering. On or
     about April 15, 2005, the purchaser in that offering joined the Securities
     Purchase Agreement dated February 2005 incorporated by reference as Exhibit
     10.3 to the Amendment.

11.  All exhibits have been removed from the body of the Amendment and filed
     separately as exhibits.

     If you have any questions regarding the foregoing, please call me at (281)
     538-6014.

                                                      Very truly yours,
                                                      /s/ Jeff Adams
                                                      -----------------
                                                      Jeff Adams
                                                      Corporate Counsel

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