SecProbe.io

CORRESP
1
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      Eagle Broadband, Inc. Correspondence

              101
                Courageous Drive

                League
                  City, Texas 77573

                Phone:
                  (281) 538-6000

                Toll
                  Free: (800) 628-3910

                Fax:
                  (281) 538-4730

                  www.eaglebroadband.com

December
      2, 2005

                U.S.
                  Securities and Exchange Commission

                Via Federal
Express

                Division
                  of Corporation Finance

                100
                  F Street, NE

                Mail
                  Stop 3561

                Washington,
                  D.C. 20549

                Re:

                Eagle
                  Broadband, Inc. (the “Company” or “Eagle”)

                Amendment
                  No. 2 to Form S-1, filed October 28, 2005

                File
                  No.: 333-127895

    Dear
      Mr.
      Spirgel:

    Please
      be
      advised that, concurrent with this response, the Company filed Amendment No.
      3
      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 Amendment
      No. 2 filed October 28, 2005. The following are our responses to your comment
      letter dated November 8, 2005. Our responses are numbered to correspond with
      the
      numbered paragraphs included in your comment letter.

    Please
      note that the Amendment has been updated to include our audited financial
      statements as of August 31, 2005, an updated Management’s Discussion and
      Analysis section, and other information updated as of August 31, 2005. In the
      enclosed redlined document, the financial statements and MD&A section are
      not presented with marked changes, as these sections were replaced in their
      entirety with the information contained in our Annual Report on Form 10-K filed
      November 29, 2005.

    Amendment
      No. 2 to Form S-1, General

              1.

              The
                Company has filed (or incorporated by reference) all previously omitted
                exhibits, including a current auditor’s consent from Lopez, Blevins, Bork
                and Associates, LLP (Exhibit 23.1). We did not list a consent
                from McManus & Co. in
                Amendment No. 2 because we realized that, due to our financial statements
                being more than 134 days old, updated financial statements would
                be
                necessary in a subsequent amendment. Since these updated financial
                statements do not include fiscal year 2002, a consent from McManus
&
                Co. is no longer necessary.

    Prospectus
      Summary, page 1

              2.

              The
                warrant agreement with Keystone was executed on November 16, 2005.
                Although the warrant form was not complete at the time of the original
                S-1
                filing, the terms of the warrant had been agreed upon by the parties,
                and
                Eagle was legally obligated to issue the warrant in accordance with
                those
                terms at the time of the original S-1
                filing.

                Mr.
                  Larry Spirgel

                Page
                  2

                December
                  2, 2005

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

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

              3.

              The
                August 2005 disclosure has been revised to include the name of the
                individual to whom the 1,157,895 shares were issued and the consideration
                therefor. In the August 16, 2005 order issued by the 56th Judicial
                District Court of Galveston County, Texas, the court specifically
                addressed the fairness of the stock issuance in approving the settlement
                after being advised that the Company would rely on the Section 3(a)(10)
                exemption based on the court’s fairness
                opinion.

    The
      October 2003 disclosure has been revised to include information regarding the
      individual to whom the 4,756,249 shares were issued and the consideration
      therefor.

    Item
      16. Exhibits and Financial Statement Schedules, page II-3

              4.

              Exhibit
                3.1, Restated Articles of Incorporation, was filed with the Amendment,
                replacing Exhibits 3.1(a) through
                3.1(f).

    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