SecProbe.io

CORRESP
1
filename1.htm

      Eagle Broadband 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
      14, 2005

    U.S.
      Securities and Exchange
      Commission
Via
      EDGAR and Federal Express

    Division
      of Corporation Finance

    100
      F
      Street, NE

    Mail
      Stop
      3561

    Washington,
      D.C. 20549

    Re:
      Eagle Broadband, Inc. (the “Company”)

    Registration
      Statement on Form
      S-1

    File
      No.: 333-127895

    Ladies
      and Gentlemen:

    Pursuant
      to Rule 461 under the
      Securities Act of 1933, as amended (the “Act”), the undersigned hereby requests
      that the effective date of the above-referenced Registration Statement on Form
      S-1 of the Company be accelerated so that the Registration Statement may become
      effective on December 15, 2005, or as soon as possible thereafter. In this
      regard, the Company is aware of its obligations under the Act.

    The
      Company acknowledges that:

            ·

              should
                the Securities and Exchange Commission (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 this action as a defense in any proceeding
                initiated by the Commission or any person under the federal securities
                laws of the United States.

              Very
                truly yours,

              Eagle
                Broadband, Inc.

            By:
            /s/ Jeff
              Adams

            Name:
              Jeff Adams

            Title: Corporate
              Counsel