SecProbe.io

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 prkr20250522_corresp.htm

 PARKERVISION, INC.

 4446-1A Hendricks Avenue, Suite 354

 Jacksonville, Florida 32207

 May 23, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street N.E.

 Washington, D.C. 20549

 Attention: Erin Donahue

 Re: ParkerVision, Inc.

 Registration Statement on Form S-3

 File No. 333-287427

 REQUEST FOR ACCELERATION OF EFFECTIVENESS

 ParkerVision, Inc. (the “Company”) hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness of the above-referenced Registration Statement so that such Registration Statement will become effective as of 4:00 p.m. Wednesday, May 28, 2025, or as soon thereafter as practicable.

 Very truly yours,

 PARKERVISION, INC.

 By:

 /s/ Cynthia French

 Name:

 Cynthia French

 Title:

 Chief Financial Officer

 cc: Paul Lucido, Esq.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 22, 2025

Jeffrey Parker
Chief Executive Officer
PARKERVISION INC
4446-1A Hendricks Avenue, Suite 354
Jacksonville, Florida 32207

 Re: PARKERVISION INC
 Registration Statement on Form S-3
 Filed May 20, 2025
 File No. 333-287427
Dear Jeffrey Parker:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Erin Donahue at 202-551-6063 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
cc: Paul Lucido
</TEXT>
</DOCUMENT>

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 prkr20250421_corresp.htm

 PARKERVISION, INC.

 4446-1A Hendricks Avenue, Suite 354

 Jacksonville, Florida 32207

 April 21, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street N.E.

 Washington, D.C. 20549

 Attention: Eranga Dias

 Re: ParkerVision, Inc.

 Registration Statement on Form S-3

 File No. 333-286486

 REQUEST FOR ACCELERATION OF EFFECTIVENESS

 ParkerVision, Inc. (the “Company”) hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness of the above-referenced Registration Statement so that such Registration Statement will become effective as of 4:00 p.m. Thursday, April 24, 2025, or as soon thereafter as practicable.

 Very truly yours,

 PARKERVISION, INC.

 By:

 /s/ Cynthia French

 Name:

 Cynthia French

 Title:

 Chief Financial Officer

 cc: Paul Lucido, Esq.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 18, 2025

Jeffrey Parker
Chief Executive Officer
PARKERVISION INC
4446-1A Hendricks Avenue, Suite 354
Jacksonville, FL 32207

 Re: PARKERVISION INC
 Registration Statement on Form S-3
 Filed April 11, 2025
 File No. 333-286486
Dear Jeffrey Parker:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Eranga Dias at 202-551-8107 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
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	prkr20230509_corresp.htm

PARKERVISION, INC.

4446-1A Hendricks Avenue, Suite 354

Jacksonville, Florida 32207

May 9, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, D.C. 20549

Attention: Gregory Herbers

Re:       ParkerVision, Inc.

Registration Statement on Form S-1

File No. 333-271351

REQUEST FOR ACCELERATION OF EFFECTIVENESS

Dear Mr. Herbers:

ParkerVision, Inc. (the “Company”) hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness of the above-referenced Registration Statement so that such Registration Statement will become effective as of 4:00 p.m. Thursday, May 11, 2023, or as soon thereafter as practicable.

			Very truly yours,

			PARKERVISION, INC.

			By:

			/s/ Cynthia French

			Name:

			Cynthia French

			Title:

			Chief Financial Officer

cc: David Alan Miller, Esq.

United States securities and exchange commission logo
April 26, 2023
Cynthia French
Chief Financial Officer
ParkerVision, Inc.
4446-1A Hendricks Avenue, Suite 354
Jacksonville, Florida 32207
Re:ParkerVision, Inc.
Registration Statement on Form S-1
Filed April 20, 2023
File No. 333-271351
Dear Cynthia French:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Gregory Herbers at 202-551-8028 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Paul Lucido

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prkr_corresp

PARKERVISION, INC.

4446-1A Hendricks Avenue, Suite 354

Jacksonville, Florida 32207

August
17, 2022

VIA EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100 F
Street N.E.

Washington,
D.C. 20549

Attention:
Gregory Herbers

Re:

ParkerVision,
Inc.

Registration
Statement on Form S-1

File
No. 333-266777

REQUEST
FOR ACCELERATION OF EFFECTIVENESS

Dear
Mr. Herbers:

ParkerVision, Inc.
(the “Company”) hereby requests, pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended,
acceleration of effectiveness of the above-referenced Registration
Statement so that such Registration Statement will become effective
as of 4:00 p.m. Monday, August 22, 2022, or as soon thereafter as
practicable.

Very
truly yours,

PARKERVISION,
INC.

By:

/s/ Cynthia
French

Name:

Cynthia
French

Title:

Chief Financial
Officer

cc:
David Alan Miller, Esq.

United States securities and exchange commission logo
August 17, 2022
Cynthia French
Chief Financial Officer
ParkerVision Inc
4446-1A Hendricks Avenue, Suite 354
Jacksonville, Florida 32207
Re:ParkerVision Inc
Registration Statement on Form S-1
Filed August 11, 2022
File No. 333-266777
Dear Ms. French:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Gregory Herbers at 202-551-8028 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Paul Lucido

CORRESP
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prkr_corresp.htmPARKERVISION, INC.

 4446-1A Hendricks Avenue, Suite 354

 Jacksonville, Florida 32207

 January 19, 2022

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street N.E.

 Washington, D.C. 20549

 Attention: Gregory Herbers

   Re:

   ParkerVision, Inc.

   Registration Statement on Form S-1

 File No. 333-262147

 REQUEST FOR ACCELERATION OF EFFECTIVENESS

 Dear Mr. Herbers:

 ParkerVision, Inc. (the “Company”) hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness of the above-referenced Registration Statement so that such Registration Statement will become effective as of 9:00 a.m. Monday, January 24, 2022, or as soon thereafter as practicable.

   Very truly yours,

      PARKERVISION, INC.

    By:  /s/ Cynthia French

   Name: Cynthia French

       Title: Chief Financial Officer

   cc: David Alan Miller, Esq.

United States securities and exchange commission logo
January 18, 2022
Cynthia French
Chief Financial Officer
ParkerVision Inc.
4446-1A Hendricks Avenue, Suite 354
Jacksonville, Florida 32207
Re:ParkerVision Inc.
Registration Statement on Form S-1
Filed January 13, 2022
File No. 333-262147
Dear Ms. French:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Gregory Herbers at 202-551-8028 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Paul Lucido

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prkr_corres

PARKERVISION, INC.

4446-1A Hendricks Avenue, Suite 354

Jacksonville, Florida 32207

April
21, 2021

VIA EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100 F
Street N.E.

Washington,
D.C. 20549

Attention:
Ernest Greene

Re:

ParkerVision,
Inc.

Registration
Statement on Form S-1

File
No. 333-255217

REQUEST
FOR ACCELERATION OF EFFECTIVENESS

Dear
Mr. Greene:

ParkerVision, Inc.
(the “Company”) hereby requests, pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended,
acceleration of effectiveness of the above-referenced Registration
Statement so that such Registration Statement will become effective
as of 9:00 a.m., Monday, April 26, 2021, or as soon thereafter as
practicable.

Very
truly yours,

PARKERVISION,
INC.

By: /s/ Cynthia
French

Name:
Cynthia French

Title:
Chief Financial Officer

cc:
David Alan Miller, Esq.

United States securities and exchange commission logo
April 21, 2021
Jeffrey Parker
Chief Financial Officer
ParkerVision Inc.
4446-1A Hendricks Avenue, Suite 354
Jacksonville, Florida 32207
Re:ParkerVision Inc
Registration Statement on Form S-1
Filed April 14, 2021
File No. 333-255217
Dear Mr. Parker:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Ernest Greene at 202-551-3733 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       David Alan Miller, Esq.

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prkr_corres

PARKERVISION, INC.

9446 Philips Highway, Suite 5A

Jacksonville, Florida 32256

August
31, 2020

VIA EDGAR

Larry
Spirgel, Assistant Director

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Telecommunications

Washington,
D.C. 20549

 Re:

ParkerVision,
Inc.

Registration
Statement on Form S-1

File
No. 333-248242

Dear
Mr. Spirgel:

ParkerVision, Inc.
(the “Company”) hereby requests, pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended,
acceleration of effectiveness of the above-referenced Registration
Statement so that such Registration Statement will become effective
as of 8:30 a.m., Wednesday, September 2, 2020, or as soon
thereafter as practicable.

Very
truly yours,

PARKERVISION,
INC.

By: /s/ Cynthia
Poehlman

Name:
Cynthia Poehlman

Title:
Chief Financial Officer

cc:
David Alan Miller, Esq.

United States securities and exchange commission logo
August 27, 2020
Jeffrey Parker
Chairman of the Board
ParkerVision, Inc.
9446 Philips Highway, Suite 5A
Jacksonville, Florida 32256
Re:ParkerVision, Inc.
Registration Statement on Form S-1
Filed August 21, 2020
File No 333-248242
Dear Mr. Parker:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Thomas Jones at 202-551-3602 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       David Alan Miller, Esq.

April 24, 2020
Jeffrey Parker
Chairman
ParkerVision, Inc.
9446 Philips Highway, Suite 5A
Jacksonville, FL 32256
Re:ParkerVision, Inc.
Registration Statement on Form S-1
Filed April 21, 2020
File No. 333-237762
Dear Mr. Parker:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action, or absence of action by the staff.
            Please contact Edward M. Kelly, Senior Counsel, at (202) 551-3728 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       David Alan Miller, Esq.

CORRESP
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prkr_20200424-corresp

PARKERVISION, INC.

9446 Philips Highway, Suite 5A

Jacksonville, Florida 32256

April
24, 2020

VIA EDGAR

Larry
Spirgel, Assistant Director

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Telecommunications

Washington,
D.C. 20549

Re:

ParkerVision,
Inc.

Registration
Statement on Form S-1

File
No. 333-237762

Dear
Mr. Spirgel:

ParkerVision, Inc.
(the “Company”) hereby requests, pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended,
acceleration of effectiveness of the above-referenced Registration
Statement so that such Registration Statement will become effective
as of 4:30 p.m., Tuesday, April 28, 2020, or as soon thereafter as
practicable.

Very truly
yours,

PARKERVISION,
INC.

By:

/s/ Cynthia
Poehlman

Name:

Cynthia
Poehlman

Title:

Chief Financial
Officer

CORRESP
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Blueprint

PARKERVISION, INC.

9446 Philips Highway, Suite 5A

Jacksonville, Florida 32256

August
27, 2019

VIA EDGAR

Larry
Spirgel, Assistant Director

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Telecommunications

Washington,
D.C. 20549

Re:

ParkerVision,
Inc.

Registration
Statement on Form S-1

File
No. 333-233390

Dear
Mr. Spirgel:

ParkerVision, Inc.
(the “Company”) hereby requests, pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended,
acceleration of effectiveness of the above-referenced Registration
Statement so that such Registration Statement will become effective
as of 4:30 p.m., Wednesday, August 28, 2019, or as soon thereafter
as practicable.

Very
truly yours,

PARKERVISION,
INC.

By: /s/ Cynthia
Poehlman

Name:
Cynthia Poehlman

Title:
Chief Financial Officer

August 27, 2019
Cynthia Poehlman
Chief Financial Officer
ParkerVision, Inc.
9446 Philips Highway, Suite 5A
Jacksonville, Florida 32256
Re:ParkerVision, Inc.
Registration Statement on Form S-1
Filed August 21, 2019
File No. 333-233390
Dear Ms. Poehlman:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Gregory Dundas, Attorney-Adviser, at (202) 551-3436 with any questions.
Sincerely,
Division of Corporation Finance
Office of Telecommunications
cc:       Paul Lucido, Esq.

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PARKERVISION, INC.

7915 Baymeadows Way, Suite 400

Jacksonville, Florida 32256

April 17, 2019

VIA EDGAR

Larry Spirgel, Assistant Director

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Telecommunications

Washington, D.C. 20549

 Re: ParkerVision, Inc.

Registration Statement on Form
S-1

File No. 333-230888

Dear Mr. Spirgel:

ParkerVision, Inc. (the
“Company”) hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration
of effectiveness of the above-referenced Registration Statement so that such Registration Statement will become effective as of
4:30 p.m., Friday, April 19, 2019, or as soon thereafter as practicable.

In connection with the
Company’s request for acceleration of effectiveness of the above-referenced Registration Statement, the Company acknowledges
the following:

(1) Should
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;

(2) 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

(3) The
Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission
or any person under the federal securities law of the United States.

    Very truly yours,

    PARKERVISION, INC.

    By:
    /s/ Cynthia Poehlman

    Name:
    Cynthia Poehlman

    Title:
    Chief Financial Officer

April 17, 2019
Jeffrey Parker
Chairman
Parkervision, Inc.
7915 Baymeadows Way, Suite 400
Jacksonville, FL 32256
Re:Parkervision, Inc.
Registration Statement on Form S-1
Filed on April 15, 2019
File no. 333-230888
Dear Mr. Parker:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Paul Fischer, Staff Attorney, at 202-551-3415, with any questions.
Sincerely,
Division of Corporation Finance
Office of Telecommunications
cc:       Paul Lucido

November 8, 2018
Jeffrey L. Parker
Chief Executive Officer
ParkerVision, Inc.
7915 Baymeadows Way, Suite 400
Jacksonville, FL 32256
Re:ParkerVision, Inc.
Registration Statement on Form S-1
Filed November 5, 2018
File No. 333-228184
Dear Mr. Parker:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Joshua Shainess, Attorney-Adviser, at (202) 551-7951 with any questions.
Sincerely,
Division of Corporation Finance
Office of Telecommunications

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ParkerVision, Inc.

7915 Baymeadows Way, Suite
400

Jacksonville, FL 32256

(904) 732-6100

November 8, 2018

VIA EDGAR

Larry Spirgel, Assistant Director

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Telecommunications

Washington, D.C. 20549

RE:      ParkerVision,
Inc.

Registration Statement on Form S-1

File No. 333-228184

Ladies and Gentlemen:

ParkerVision, Inc. (the “Company”)
hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness of
the above-referenced Registration Statement so that such Registration Statement will become effective as of 4:00 p.m. Eastern Standard
Time on Tuesday, November 13, 2018, or as soon thereafter as practicable.

    Very truly yours,

    PARKERVISION, INC.

    By:
    /s/ Cynthia Poehlman

    Name: Cynthia Poehlman

    Title: Chief Financial Officer

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			Acceleration request

			PARKERVISION, INC.

			7915 Baymeadows Way, Suite 400

			Jacksonville, Florida 32256

			

			September 6, 2018

			

			VIA EDGAR

			

			Larry Spirgel, Assistant Director

			U.S. Securities and Exchange Commission

			Division of Corporation Finance

			Office of Telecommunications

			Washington, D.C. 20549

			

			Re:ParkerVision, Inc.

			Registration Statement on Form S-1

			File No. 333-226738 (the “Registration Statement”)

			

			Dear Mr. Spirgel:

			

			ParkerVision, Inc. (the “Company”) hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness of the above-referenced Registration Statement so that such Registration Statement will become effective as of 4:00 p.m., Monday, September 10, 2018, or as soon thereafter as practicable.

			

			In connection with the Company’s request for acceleration of effectiveness of the above-referenced Registration Statement, the Company acknowledges the following:

			

			(1)Should 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;

			

			(2)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

			

			(3)The Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities law of the United States.

			

			Very truly yours,

			

			PARKERVISION, INC.

			

			By: /s/ Cynthia Poehlman

			Name: Cynthia Poehlman

			Title: Chief Financial Officer

CORRESP
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			SEC Response Letter filed 8-30-18

						

						, N.Y. 10174-1101

						

						Graubard Miller

						The Chrysler Building

						405 Lexington Avenue

						New York,  N.Y. 10174-1101

						facsimile

						direct dial number

						(212) 818-8881

						(212) 818-8675

						

						email address

						

						plucido@graubard.com

			

			August 30, 2018

			Securities and Exchange Commission

			Division of Corporation Finance

			Office of Telecommunications

			100 F Street, N.E.

			Washington, D.C. 20549

						

						Re:

						ParkerVision, Inc.

						

						Registration Statement on Form S-1

						

						Filed on August 9, 2018

						

						File No.:  333-226738

			

			Dear Ladies and Gentlemen:

			On behalf of ParkerVision, Inc. (“Company”), we respond as follows to the Staff’s comment letter, dated August 28, 2018, relating to the above-captioned draft Registration Statement on Form S-1 (“Registration Statement”). Captions and page references herein correspond to those set forth in Amendment No. 1 to the Registration Statement.

			Please note that for the Staff’s convenience, we have recited each of the Staff’s comments and provided the Company’s response to each comment immediately thereafter.

			Prospectus Summary and Plan of Distribution

			Securities Purchase Agreement, page 3

				 1.

			We note that the PIPE Agreement provides that on the day following the effectiveness of the registration statement Aspire Capital will purchase 2,500,000 shares of your common stock, provided that the closing price of your common stock on that date is equal to or greater than $0.50 per share. Because of this condition, the investor is not irrevocably bound to purchase a set number of securities for a set purchase price at effectiveness. As a result, please revise your registration statement to identify Aspire Capital as an underwriter, as opposed to "may be deemed" an underwriter. Please see C&DI 139.11 (Securities Act Sections), publicly available on the Commission's website for further guidance.

			Securities and Exchange Commission

			August 30, 2018

			Page 2

		We have revised the disclosure on the prospectus cover page and page 18 of the Registration Statement as requested.

			Risk Factors – Financial and Operating Risks

			The issuance of debt securities or additional equity securities may impose covenants or restrictions..., page 6

			2.We note your discussion of dilution in the third sentence of this risk factor. Please revise to specifically address the dilutive effect of your equity line agreement with Aspire Capital (approximately 3 7 million shares issued to date) and potential dilutive effect related to future issuances over the remaining term of this agreement.

			We have revised the disclosure on page 7 of the Registration Statement as requested.

			*  *  *  *  *  *  *  *  *  *

			If you have any questions, please do not hesitate to contact me at the above telephone and facsimile numbers.

			

			Sincerely,

			

			/s/ Paul Lucido

			

			Paul Lucido

			

			PL/kab

			Enclosures

			

			cc:Ms. Cynthia Poehlman

			

			

August 28, 2018
Jeffrey Parker
Chief Executive Officer
ParkerVision, Inc.
7915 Baymeadows Way, Suite 400
Jacksonville, FL 32256
Re:ParkerVision, Inc.
Registration Statement on Form S-1
Filed on August 9, 2018
File No. 333-226738
Dear Mr. Parker:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1, file no. 333-226738
Securities Purchase Agreement, page 3
1.We note that the PIPE Agreement provides that on the day following the effectiveness of
the registration statement Aspire Capital will purchase 2,500,000 shares of your common
stock, provided that the closing price of your common stock on that date is equal to or
greater than $0.50 per share. Because of this condition, the investor is not irrevocably
bound to purchase a set number of securities for a set purchase price at effectiveness.  As
a result, please revise your registration statement to identify Aspire Capital as an
underwriter, as opposed to "may be deemed" an underwriter. Please see C&DI 139.11
(Securities Act Sections), publicly available on the Commission's website for further

 FirstName LastNameJeffrey Parker
 Comapany NameParkerVision, Inc.
 August 28, 2018 Page 2
 FirstName LastName
Jeffrey Parker
ParkerVision, Inc.
August 28, 2018
Page 2
guidance.
The issuance of debt securities or additional equity securities may impose covenants or
restrictions..., page 6
2.We note your discussion of dilution in the third sentence of this risk factor.  Please revise
to specifically address the dilutive effect of your equity line agreement with Aspire
Capital (approximately 3.7 million shares issued to date) and potential dilutive effect
related to future issuances over the remaining term of this agreement.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Paul Fischer, Staff Attorney, at 202-551-3415 or Larry Spirgel, Assistant
Director, at 202-551-3815 with any questions.
Sincerely,
Division of Corporation Finance
Office of Telecommunications

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PARKERVISION, INC

7915 Baymeadows Way, Suite 400

Jacksonville, Florida 32256

November 28, 2016

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Re:

ParkerVision, Inc.

Registration Statement on Form S-3

Filed November 14, 2016

File No. 333-214598

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, ParkerVision, Inc. (the “Company”) hereby requests acceleration of the effectiveness of the above-referenced Registration Statement (File No. 333-214598), so that such Registration Statement will become effective at 4:30 p.m. Eastern Time on Wednesday, November 30, 2016, or as soon thereafter as practicable.

In connection with the Company’s request for acceleration of the effectiveness of the above-referenced Registration Statement, the Company acknowledges the following:

·

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 staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Sincerely,

PARKERVISION, INC.

By:

/s/ Cynthia Poehlman

Name: Cynthia Poehlman

Title: Chief Financial Officer

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PARKERVISION, INC.

7915 Baymeadows Way, Suite 400

Jacksonville, Florida 32256

July 29, 2016

VIA EDGAR

Mr. Larry Spirgel, Assistant Director

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:
ParkerVision, Inc.

Registration Statement on Form S-3

File No. 333-212670

Dear Mr. Spirgel:

ParkerVision, Inc. (the “Company”) hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness of the above-referenced Registration Statement so that such Registration Statement will become effective as of 5:00 p.m., Tuesday, August 2, 2016, or as soon thereafter as practicable.

In connection with the Company’s request for acceleration of effectiveness of the above-referenced Registration Statement, the Company acknowledges the following:

(1) Should 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;

(2) 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

(3) The Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities law of the United States.

Very truly yours,

PARKERVISION, INC.

By:

/s/ Cynthia Poehlman

Name: Cynthia Poehlman

Title: Chief Financial Officer

Mail Stop 3720

July 29 , 2016

Cynthia Poehlman
Chief Financial Officer
ParkerVision, Inc.
7915 Baymeadows Way
Suite 400
Jacksonville, Florida 32256

 Re: ParkerVision , Inc.
 Registration Statement on Form S-3
Filed  July 25 , 201 6
  File No.  333-212670

Dear Ms. Poehlman :

This is to advise you that we have not  reviewed , and will not review , your registration
statement .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules 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 the event you request acceleration of the effective date of the pending regist ration
statement please provide  a written statement from the company acknowledging that:

 should 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 staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Cynthia Poehlman
ParkerVision , Inc.
July 29 , 201 6
Page 2

 Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities .

You may contact  Gregory Dundas, Attorney -Advisor,  at (202) 551 -3436 with any
quest ions.

Sincerely,

 /s/ Robert S. Littlepage, for

 Larry Spirgel
Assistant Director
AD Office 11 - Telecommunications

cc: Paul Lucido
 Graubard Miller

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PARKERVISION, INC.

7915 Baymeadows Way, Suite 400

Jacksonville, Florida 32256

January 14, 2016

VIA EDGAR

Mr. Larry Spirgel, Assistant Director

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:

ParkerVision, Inc.

Registration Statement on Form S-3

File No. 333-208958

Dear Mr. Spirgel:

ParkerVision, Inc. (the “Company”) hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness of the above-referenced Registration Statement so that such Registration Statement will become effective as of 5:00 p.m., Tuesday, January 19, 2016, or as soon thereafter as practicable.

In connection with the Company’s request for acceleration of effectiveness of the above-referenced Registration Statement, the Company acknowledges the following:

(1)            Should 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;

(2)            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

(3)            The Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities law of the United States.

Very truly yours,

PARKERVISION, INC.

By:

/s/ Cynthia Poehlman

Name: Cynthia Poehlman

Title: Chief Financial Officer

Mail Stop 3720

January 14, 2016

Cindy Poehlman
Chief Financial Officer
ParkerVision, Inc.
7915 Baymeadows Way, Suite 400
Jacksonville, Florida 32256

Re: ParkerVision, Inc.
  Registration Statement on Form S-3
Filed  January 12, 2016
  File No.  333-208958

Dear  Ms. Poehlman :

This is to advise you that we have not  reviewed and will not review your registration
statement .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules 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 the event you request acceleration of the effective date of the pending regist ration
statement , please provide  a written statement from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action wit h 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 th e filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Cindy Poehlman
ParkerVision, Inc.
January 1 4, 2016
Page 2

 Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities .

Please  contact Courtney Lindsay , Attorney Adviser,  at (202) 551 -7237  with any
questions.

Sincerely,

 /s/ Kathleen Krebs, for

Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications

cc: Paul Lucido, Esq.

Mail Stop 3720

November 20 , 2015

Cynthia L. Poehlman
Chief Financial  Officer
Parkervision, Inc.
7915 Baymeadows Way, Suite 400
Jacksonville, Florida 32256

Re: Parkervision, Inc.
Form 10 -K for Fiscal Year Ended December 31, 2014
Filed March 16, 2015
  File No. 000 -22904

Dear Ms . Poehlman :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Kathleen Krebs, for

 Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications

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Graubard Miller

The Chrysler Building

405 Lexington Avenue

New York, N.Y. 10174-1101

(212) 818-8800

Facsimile

direct dial number

(212) 818-8881

(212) 818-8675

email address

plucido@graubard.com

November 16, 2015

Mr. Larry Spirgel

Assistant Director

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549

Re:
ParkerVision, Inc.

Form 10-K for Fiscal Year ended December 31, 2014

Filed March 16, 2015

File No. 000-22904

Mr. Spirgel:

ParkerVision, Inc. (the “Company”) hereby responds as follows to the Staff’s comment letter of October 23, 2015, relating to the above-captioned Form 10-K. For the Staff’s convenience, each of the comments in the Staff’s letter is reproduced below in bold and italics, with the Company’s response set forth in regular font immediately thereafter.

1.
We note your statement that since 2005 your technologies have generated no royalty or product revenues. Please revise to provide additional background information to help investors understand the reasons for this absence of revenues, especially in the light of your large R&D expenditures. For example, provide a brief history of the company, highlighting, for example, when your principal products were first developed and marketed, and how the decision to file a patent claim against Qualcomm came about. Clarify the extent to which the company pursued other means of revenues during the pendency of that claim.

In future filings of our Form 10-K, we will expand Item 1, “Business,” of Part I, to include the following:

Prior to 2005, our business was primarily focused on our receiver, or d2d, technology. Our business plan included efforts to license the technology as well as the development and sale of retail wireless networking products that incorporated the d2d technology.

In 2005, we exited our retail business activities in order to better focus on our licensing efforts and on product and component development, manufacturing and sales. This strategy coincided with the introduction of a new family of wireless technologies, the transmit, or d2p, technology family. Our primary target market became the mobile handset industry and over the next several years we focused our marketing and sales efforts within this industry.

Securities and Exchange Commission

November 16, 2015

Page 2

In 2007, we entered into a licensing and engineering services agreement with VIA Telecom, Inc. (“VIA”), under the terms of which VIA had the right to manufacture devices based on our technology and pay us a per unit royalty for the license. However, the license also provided us with the right to manufacture and sell such devices ourselves to third parties. Starting in 2009, because VIA had not manufactured any royalty-producing devices under this agreement, we began working with VIA on the joint development of reference platforms that incorporated our RF products and VIA’s baseband processors without the exchange of intellectual property rights. We also worked with VIA to co-develop a sample 3G mobile handset which verified our technology in a working implementation and tested our technology’s performance. The results of these efforts were utilized to market our product to VIA’s customers.  Starting in 2010, we modified our circuit layout and packaging to meet design requirements of specific VIA’s customers.  In 2013, we entered into a formal development agreement with VIA whereby we would compensate VIA for the resources required for their development and ongoing support and maintenance of the custom interfaces between our products for a specific customer.  Pursuant to the agreement, VIA completed the development of the custom interface for certain of its baseband processors. In 2014, we terminated our formal development agreement with VIA prior to VIA’s completion of the interface to its latest model baseband processor due to the uncertainty of the specific customer’s future use of the VIA baseband in its products.

We also continued to follow leads outside of our primary target market. As a result, in 2007, we entered into a license agreement with ITT Corporation (“ITT”) for our d2p technology. From 2008 to 2010, we provided ITT with a development/demonstration platform, supported ITT in marketing our technology to their customers and seeking funding for product development, and provided subcontract services to ITT under a government contract for a transceiver application for military products.  Ultimately, ITT did not manufacture any royalty-producing devices under this agreement.  Since 2011, we have not been actively engaged in product development or other activities with ITT.

Our lack of tenure in the mobile handset industry coupled with the unique nature of our technology resulted in lengthy and intense technology evaluation and due diligence efforts by potential customers. Furthermore, in order to utilize our technology in a mobile handset application, our RF chipsets must interface with the baseband processor that generates the data to be transmitted. Although our technology is capable of interfacing with any baseband processor, the development of the interface between the baseband processor and our chipset requires a cooperative effort with the baseband provider. Accordingly, our marketing efforts were dependent on the activities of third parties. In addition, we believe our technology has been broadly infringed by other participants in our primary market as discussed elsewhere in this annual report, reducing the competitive advantage of our technologies. We believe these factors hindered our sales efforts, particularly in our primary market.

Securities and Exchange Commission

November 16, 2015

Page 3

In 2011, through analysis of conference papers and tear down reports, we concluded that Qualcomm’s ICs were infringing our d2d technology. Based on our belief that our d2p technology is widely-deployed in the mobile handset market as a result of infringement of our patents, we began to more vigorously pursue an intellectual property licensing strategy. In addition, we began to shift our primary target market for products, redirecting our product development efforts towards internally developed IC component products that targeted less integrated markets than the mobile handset market.

2.
You state that the litigation investment firm 1624 PV, LLC will likely receive a “portion of our proceeds” and that their compensation is subject to a maximum. In light of the importance of such litigation proceeds to your current business plan, please provide greater clarity regarding the impact such compensation will have on whatever proceeds you may receive from future litigation. You need not disclose an exact amount of or percentage for determining such compensation, but may instead, for example, provide a range or formula.

In future filings of our Form 10-K, we will revise Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of Part I, to include additional disclosures regarding contingent fees due to third parties.  We respectfully note that the compensation terms in the agreement with 1624 PV, LLC are subject to a confidential treatment order granted by the Securities and Exchange Commission on April 30, 2015.   In addition, at any given time, we may have contingency financing arrangements in place with multiple parties.  Furthermore, the terms of these types of financing arrangements will vary greatly depending upon the amount of financing provided, the specified use of the funds, and the amount of proceeds received, among other factors.  Rather than focus our future discussion solely on the arrangement with 1624 PV, LLC, we believe it would be more meaningful to provide disclosure regarding management’s expectations as to the overall contingent fees that may be payable to third-party litigation funders as well as the law firms representing us in these matters.  We propose adding the following disclosure:

Proceeds from litigation awards and settlements, as well as certain other patent licensing activities, may be reduced by contingent fees owed to law firms and litigation funding parties.  These parties generally require priority reimbursement for out-of-pocket amounts disbursed by them as well as a percentage of the remaining net proceeds.  Management expects that this contingent percentage will vary between 10% and 50% of the remaining net proceeds depending upon a number of factors including the size of the award, the nature and timing of the proceeds, and the amount of the investment by the funding party relative to the cost of the action.  To date, we have not filed any actions covered by our agreement with 1624 PV, LLC (“1624”) or used any of their committed funds.  As a result, we currently have no contingent amounts due to 1624 from any proceeds we might receive.

Securities and Exchange Commission

November 16, 2015

Page 4

* * * * * * * * * * * * *

If you have any questions, please do not hesitate to contact me at the above telephone and facsimile numbers.

Cordially,

Paul Lucido

cc:
Ms. Cynthia L. Poehlman

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PARKERVISION, INC.

7915 Baymeadows Way, Suite 400

Jacksonville, Florida 32256

Mr. Larry Spirgel

Assistant Director

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:
Parkervision, Inc.

Form 10-K for Fiscal Year Ended December 31, 2014

Filed March 16, 2015

File No. 000-22904

Dear Mr. Spirgel:

I refer to your comment letter dated October 23, 2015 to ParkerVision, Inc. (the “Company”) and to the telephone call between our counsel, Eric Schwartz of Graubard Miller, and Gregory Dundas of your office on November 4, 2015 regarding the due date for responding to your comment letter. The Company has requested an extension of the due date in order to have sufficient time for compilation and review by the Company and its advisers of the responses to your comments. The Company confirms that it intends to submit its responses to your comments by November 16, 2015.

The Company appreciates your cooperation in extending the deadline for its response.

Sincerely,

/s/ Cynthia Poehlman

Cynthia Poehlman

Chief Financial Officer

Mail Stop 3720

October 23, 2015

Cynthia L. Poehlman
Chief Financial  Officer
Parkervision, Inc.
7915 Baymeadows Way, Suite 400
Jacksonville, Florida 32256

Re: Parkervision, Inc.
Form 10 -K for Fiscal Year Ended December 31, 2014
Filed March 16, 2015
  File No. 000 -22904

Dear Ms . Poehlman :

We have reviewed your filing and have the following comments.  Please comply with the
following comments in future filings.  Confirm in writing  that you will do so and explain to us
how you intend to comply.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to these comments within ten business days by providing th e requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these comments, we may have additional comments.

1.  We note your statement that since 2005 your technologies have generated no royalty or
product revenues.  Please revise to provide additional background information to help
investors understand the reasons for this absence of revenues, especially in the lig ht of
your large R&D expenditures.  For example, provide a brief history of the company,
highlighting, for example, when your principal products were first developed and
marketed, and how the decision to file a patent claim against Qualcomm came about.
Clarify the extent to which the company pursued other means of revenues during the
pendency of that claim.

2. You state that the litigation investment firm 1624 PV, LLC will likely receive a “portion
of our proceeds” and that their compensation is subject to a maximum.  In light of the
importance of such litigation proceeds to your current business plan, please provide
greater clarity regarding the impact such compensation will have on whatever proceeds
you may receive from future litigation.   You need not di sclose an exact amount of or

Cynthia L. Poehlman
Parkervision, Inc.
October 23, 2015
Page 2

 percentage for determining such compensation, but may instead, for example, provide a
range or formula.

We urge all persons who are responsible for the accuracy and adequacy of the disc losure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accura cy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments 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.

You may contact Dean Suehiro, Senior Staff Accountant , at 202-551-3384 or Robert
Littlepage, Accountant Branch Chief,  at 202-551-3361 if you hav e any questions regarding the
financial statements and related matters.  Please contact  Gregory Dundas, Attorney -Advisor, at
(202) 551 -3436, Celeste M. Murphy, Legal Branch Chief, at (202) 551 -3257, or me at (202) 551 -
3810 with any other questions.

Sincere ly,

 /s/ Celeste M. Murphy for

 Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications

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PARKERVISION, INC.

7915 Baymeadows Way, Suite 400

Jacksonville, Florida 32256

September 16, 2013

VIA EDGAR

Mr. Larry Spirgel, Assistant Director

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:

ParkerVision, Inc.

Registration Statement on Form S-3

File No. 333-190769

Dear Mr. Spirgel:

ParkerVision, Inc. (the “Company”) hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness of the above-referenced Registration Statement so that such Registration Statement will become effective as of 4:30 p.m., Wednesday, September 18, 2013, or as soon thereafter as practicable.

In connection with the Company’s request for acceleration of effectiveness of the above-referenced Registration Statement, the Company acknowledges the following:

(1)        Should 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;

(2)        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

(3)        The Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities law of the United States.

Very truly yours,

PARKERVISION, INC.

By:

/s/ Cynthia Poehlman

Name: Cynthia Poehlman

Title: Chief Financial Officer

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720
       July 7, 2009
 Mr. Jeffrey L. Parker Chief Executive Officer ParkerVision, Inc. 7915 Baymeadows Way, Suite 400 Jacksonville, Florida 32256
 RE: ParkerVision, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2008
  Filed March 16, 2009
  File No. 000-22904

Dear Mr. Parker:
 We have completed our review of your Form 10-K and related filings and have no
further comments at this time.           S i n c e r e l y ,

Larry Spirgel
        A s s i s t a n t  D i r e c t o r

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                              Graubard
      Miller

                              The
      Chrysler Building

                              405
      Lexington Avenue

                              New
      York, N.Y. 10174-1901

                              (212)
      818-8800

                              facsimile

                              direct
      dial
number

    June 23, 2009

    VIA
EDGAR

    Mr. Larry
Spirgel

    Assistant
Director

    Division
of Corporate Finance

    Securities
and Exchange Commission

    Mail Stop
3720

    Washington,
D.C.  20549

              Re:

              Parkervision,
      Inc.

              Form
      10-K for the Fiscal Year Ended December 31,
2008

                Filed
      March 16, 2009

                File No.
      000-22904

    Dear Mr.
Spirgel:

    This firm
is legal counsel to Parkervision, Inc. (the “Company”).  On behalf of
the Company, we hereby respond to the Staff’s comment letter to the Company,
dated June 4, 2009, relating to the above-captioned Annual Report on
Form 10-K (“10-K”).  Please note that, for the Staff’s convenience, we
have recited each of the Staff’s comments and provided the Company's response to
each comment immediately thereafter.

    Form 10-K for the Year Ended
December 31, 2008

    Item 7. Management’s
Discussion and Analysis of Financial Condition and Results of Operations, page
15

              1.

              We
      note your response to prior comment 1 from our letter dated May 14,
      2009.  Though Item 101(c)(viii) of Regulation S-K does not
      require disclosure as a material customer, we note that your business is
      substantially dependent upon your license agreements with these three
      counterparties.  They are not just material customers but are
      your only customers.  The identity of the counterparties to your
      licensing agreements is material to an understanding of your financial
      condition and your prospects for future product and royalty revenue and is
      required disclosure under Item 303 of Regulation S-K, even if you have not
      yet received licensing revenue to date.  Revise your disclosure
      to include the

            Confidential
      Treatment Requested by ParkerVision, Inc.
             PV20090623-1

    Portions
subject to the confidential treatment request have been omitted and replaced
with “[***]”.

      Securities
and Exchange Commission

      June 23,
2009

      Page
2

              identity
      of the counterparty for the licensing agreement that you refer to as
      “Confidential Licensee.”

    The
Company acknowledges that Item 303 of Regulation S-K, rather than Item
101(c)(vii) of Regulation S-K, is the basis of the Staff’s comment.

    The
Company does not believe that the name of the Confidential Licensee is material
to an understanding of the license agreement and the prospects for future
product and royalty revenues thereunder.  The Company has fully
disclosed the nature of the relationship and the material features of the
license agreement.  As discussed by telephone conversation with Scott
Hodgon on June 11, 2009, and with you on June 17, 2009, the Company believes
that, by revising its 10-K disclosure to provide supplemental information about
the Confidential Licensee other than the Confidential Licensee’s name, the
Company will have disclosed the information material to an understanding of its
prospects under the license agreement, without the substantial adverse
consequences to the Confidential Licensee and the Company (as discussed below)
that could result from disclosing the Confidential Licensee’s
identity.

    The
Company proposes to revise its 10-K disclosure and provide information about the
Confidential Licensee’s products, customers, and geographic
reach.  Such information will permit investors to evaluate the
Confidential Licensee’s business and understand the prospects for future royalty
revenue to the Company under the license agreement.  [***].

    The
Company has recognized no revenue to date from the licensing agreement and
expects that, once meaningful revenue is realized, it will be required to
disclose the identity of the Confidential Licensee pursuant to Item 101(c)(vii)
of Regulation S-K.  Not until the Confidential Licensee’s product has
been successfully developed and tested for high volume production will the
Company receive any license fees under the license agreement.  The
Company and the Confidential Licensee are in the process of completing such
development and testing.  The Company has publicly disclosed that it
anticipates revenue from the license agreement to commence in 2009 and if this
occurs, and the revenue is meaningful, the Company would identify the
Confidential Licensee in its Annual Report on Form 10-K for the fiscal year
ended December 31, 2009 in accordance with Item 101 (c)(vii) of Regulation
S-K.

    The
Company risks substantial adverse consequences from the disclosure of the
Confidential Licensee’s identity at the present time.  Confidentiality
of its identity was a condition to the Confidential Licensee entering into the
License Agreement with the Company due to significant strategic and competitive
concerns.  The Confidential Licensee currently relies upon [***].  It is
expected that incorporation of the Company’s technology into the Confidential
Licensee’s products will replace [***]

              Confidential
      Treatment Requested by ParkerVision, Inc.
               PV20090623-2

        Securities
and Exchange Commission

        June 23,
2009

        Page
3

    [***].  Until
completion of development and testing of the Company’s technology, the
Confidential Licensee will [***].  Revealing
the Confidential Licensee’s identity would jeopardize [***] prior to the
availability of products incorporating the Company’s technology.  In
addition, revealing the Confidential Licensee’s name would potentially negate
the advantage gained by the Confidential Licensee through introducing a
higher-performance product without advance notice to its
competitors.  The Company believes that, for these and other reasons,
if it is required to reveal the name of the Confidential Licensee at this time,
the Company’s ongoing business relationship with the Confidential Licensee would
suffer permanent damage and the successful completion of the product development
contemplated by the license agreement would be endangered.

    For the
foregoing reasons, the Company proposes the following revisions to the Company’s
10-K to provide additional information concerning the Confidential Licensee
without revealing its identity (inserted language is underlined and
deleted language is struckthrough):

    A.        The
first paragraph of Item 1 of the 10-K will read in its entirety as
follows:

    In 2007,
we entered into licensing agreements with two customers, ITT Corporation (“ITT”)
and a global baseband
chipset supplier whose name remains confidential under the terms of our
agreement with themconfidential mobile
handset chip supplier (“Confidential Licensee”).

    B.        The
first and second paragraph of Item 7 of the 10-K will read in their entirety as
follows:

    We are in
the business of designing, developing and selling our proprietary RF
technologies and products for use in semiconductor circuits for wireless
communication products.  Since 2007, we have entered into three
customer contracts for the incorporation of our technologies into wireless
chipsets, modules and products.   Two of the three customer
agreements represent licensing agreements whereby our customers, ITT and a Confidential
Licensee will incorporate our IP into their own wireless semiconductor
circuits and/or radio products.

    The two licensing customers
include ITT and the Confidential Licensee.  The Confidential Licensee
is a fabless supplier of chipsets that support 2G, 2.5G and 3G mobile standards
with engineering design and sales locations in both North America and
Asia.  The Confidential Licensee designs and supplies chipsets, and
related handset reference designs, predominantly to ODMs for incorporation
into

              Confidential
      Treatment Requested by ParkerVision, Inc.
               PV20090623-3

        Securities
and Exchange Commission

        June 23,
2009

        Page
4

    mobile
handsets.  The Confidential Licensee has reported [__] of the top five
handset manufacturers among its customer base.

    Item 11. Executive
Compensation, page 54

    Compensation of Outside
Directors, page 68

              2.

              We
      note your response to prior comment 4 from our letter dated May 14,
      2009.  Please include the revised disclosure in your amended
      10-K in addition to your forthcoming proxy
  statement.

    The
Company will include the revised disclosure in its amended 10-K and in its
forthcoming proxy statement.

    Part IV

    Item 15.
Exhibits

    Exhibits 31.1 and
31.2

              3.

              We
      note your response to prior comment 5 from our letter dated May 14,
      2009.  Please include revised certifications with your amended
      10-K.

    The
Company will include the revised certifications in its amended
10-K.

    *   *   *   *

    On behalf
of the Company we acknowledge 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.

                Confidential
      Treatment Requested by ParkerVision, Inc.
                 PV20090623-4

          Securities
and Exchange Commission

          June 23,
2009

          Page
5

    If the
Staff has any further questions or comments regarding the information in this
letter, kindly contact the undersigned at (212) 818-8675.  Thank you
for your time and attention.

    Sincerely,

    /s/ Paul
Lucido

    Paul
Lucido

                Confidential
      Treatment Requested by ParkerVision, Inc.
                 PV20090623-5

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720
       June 4, 2009
 Ms. Cynthia L. Poehlman Chief Financial Officer ParkerVision, Inc. 7915 Baymeadows Way, Suite 400 Jacksonville, Florida 32256
 RE: ParkerVision, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2008
  Filed March 16, 2009
  File No. 000-22904

Dear Ms. Poehlman:
We have reviewed your response letter dated June 1, 2009 and have the following
comments.  Where indicated, we think you should revise your documents 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.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may or may not raise additional comments.  Form 10-K for the Year Ended December 31, 2008

 Item 7.  Management’s Discussion and Analys is of Financial Condition and Results of
Operations, page 15

1. We note your response to prior comment 1 from our letter dated May 14, 2009.  Though Item 101(c)(viii) of Regulation S-K does not require disclosure as a material customer, we note that your business is substantially dependent upon your license agreements with these three counterparties.  They are not just material customers but are your only customers.  The identity of the counterparties to your licensing agreements is material to an understanding of your financial condition and your prospects for future product and royalty revenue and is required disclosure under Item 303 of Regulation S-K, even if you have not yet received licensing revenue to date.  Revise your disclosure to include the identity of the counterparty for the licensing agreement that you refer to as “Confidential Licensee.”
Item 11.  Executive Compensation, page 54

Ms. Cynthia L. Poehlman
Parkervision, Inc.
June 4, 2009 Page 2   Compensation of Outside Directors, page 68

2. We note your response to prior comment 4 from our letter dated May 14, 2009.  Please include the revised disclosure in your amended 10-K in addition to your forthcoming proxy statement.
 Part IV

 Item 15. Exhibits

Exhibits 31.1 and 31.2

3. We note your response to prior comment 5 from our letter dated May 14, 2009.  Please include revised certifications with your amended 10-K.

*    *    *    *
 As appropriate, please amend your filing and respond to these comments through
correspondence over EDGAR within 10 business days or tell us when you will provide us with a response.  Please furnish a letter that keys your responses to our comments and provides any requested information.  Detailed letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your responses to our comments.     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 for an informed decision.  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.

Ms. Cynthia L. Poehlman
Parkervision, Inc. June 4, 2009 Page 3
In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.

Please contact Scott Hodgdon, Attorney-Advisor, at (202) 551-3273, or me at
(202) 551-3810 with any other questions.
         S i n c e r e l y ,
Larry Spirgel
        A s s i s t a n t  D i r e c t o r

CORRESP
1
filename1.htm

    fp0000766_corresp.htm

    June 1,
2009

    VIA
EDGAR

    Mr. Larry
Spirgel

    Assistant
Director

    Division
of Corporate Finance

    Securities
and Exchange Commission

    Mail Stop
3720

    Washington,
DC  20549

    Re:       ParkerVision,
Inc.

    Form 10-K for the Fiscal Year Ended
December 31, 2008

    Filed March 16, 2009

    File
No.  000-22904

    Dear Mr.
Spirgel:

    ParkerVision,
Inc. (the “Company”) hereby responds as follows to the Staff’s comment letter of
May 14, 2009, relating to the above-captioned Form 10-K.  For the
Staff’s convenience, the comments in the Staff’s letter are reproduced below in
italics, with the Company’s responses set forth in plain text immediately after
each comment.

    Form 10-K for the Year Ended
December 31, 2008

    Item
7.  Management’s Discussion and Analysis of Financial Condition and
Results of Operations, page 15

              1.

              Comment:

    We
note your disclosure that you have three current customer agreements, two of
which are licensing agreements, one with ITT and one with an unidentified
licensee.  Revise your disclosure to include the identity of the
counterparty for the licensing agreement that you refer to as “Confidential
Licensee.”

      7915
Baymeadows Way, Suite 400 •  Jacksonville, FL 32256 •  Ph
904 737 1367 •  Fax 904 732 6109

    Response:

    The
Company does not believe that the name of the Confidential Licensee, as
distinguished from the Company’s relationship with the Confidential Licensee, is
material to an understanding of the Company’s business.  The Company
has fully disclosed the nature of the relationship and the material features of
the licensing agreement.  The agreement calls for the Confidential
Licensee to implement the Company’s technology in its own products for
subsequent sale to others.  Not until the Confidential Licensee’s
product has been successfully developed and tested for high volume production
will the Company receive any license fees under the agreement.  To
date, the Company and the Confidential Licensee are in the process of completing
such development and testing.

    We note
that Item 101(c)(vii) of Regulation S-K requires disclosure of a customer by
name only if sales to the customer equal ten percent or more of the registrant’s
consolidated revenues and the loss of such customer would have a material
adverse effect on the registrant and its subsidiaries taken as a
whole.  As the Company has recognized no revenue to date from the
agreement and the Company believes the loss of the Confidential Licensee would
not have a material adverse effect on its financial condition, the Company is
not required under such regulation to disclose  the Confidential
Licensee’s name pursuant to this Item.

    Furthermore,
confidentiality of the Confidential Licensee’s name was a condition to the
Confidential Licensee entering into the agreement with the Company due to
strategic and competitive concerns.  The Company believes that if it
is required to reveal the name of the Confidential Licensee at this time, the
ongoing business relationship between the two companies would be permanently
damaged.

    Item
8.  Consolidated Financial Statements and Supplementary
Data

              2.

              Comment:

    Please
tell us how you evaluated whether you were a development stage enterprise
pursuant to SFAS 7.  In this regard, we note your minimal revenues in
2007 and no revenues in 2008.

    Response:

    The
Company advises the Staff that it has considered the guidance provided by SFAS 7
and believes the Company does not qualify as a development stage
enterprise.  Paragraph 8 of SFAS 7 defines a development stage
enterprise as a company that devotes substantially all of its efforts to
establishing a new business and either (i)
planned principal operations have not commenced or (ii) planned principal
operations have commenced but there has been no significant revenue
therefrom.   Note 1 to the Company’s consolidated financial
statements for the year ended December 31, 2008 defines our business as the
“design, development and sale of our proprietary radio-frequency technologies
and products for incorporation into wireless communications
products.”  We have three current customers for our
technology/products.  These customers have lengthy (12-24 month)
design cycles for the incorporation of our technology into their
products.   We do not believe ParkerVision’s efforts are devoted
substantially to establishing a new business as described in SFAS 7, but rather,
our efforts are devoted substantially to supporting our customers during their
lengthy design/integration process.  We anticipate revenues from these
contracts will begin in 2009.

    We
further reviewed the specific activities that represent a development stage
enterprise as delineated in paragraph 9 of SFAS 7 which states,  “A
development stage enterprise will typically be devoting most of its efforts to
activities such as financial planning; raising capital; exploring for natural
resources; developing natural resources; research and development (as defined in
paragraph 8 of FASB #2), establishing sources of supply; acquiring
property, plant, equipment, or other operating assets, such as mineral rights;
recruiting and training personnel; developing markets; and starting up
production.”  Although ParkerVision does raise capital from time to
time to support its operations, this represents a fairly insignificant portion
of the company’s efforts on an annual basis.  In addition, the Company
has had an insignificant amount of personnel recruitment and/or training
activities in the past three years and its annual capital expenditures are
insignificant as well.  In addition, the Company is not, and does not
intend to be, a semiconductor manufacturer.  Therefore, the Company
has no production start up activities outside of coordination of production
through existing foundry relationships and/or as it relates to support of
customers who are producing semiconductors based on the Company’s intellectual
property and reference designs.  The Company does incur substantial
research and development expense on an ongoing basis and therefore those
activities, as defined by SFAS 2, paragraph 8 were further scrutinized in the
Company’s evaluation of SFAS 7.

    Paragraph
8 of FASB 2, defines the types of activities that would typically be included in research
and development to include, “laboratory research aimed at discovery of new
knowledge,” “conceptual formulation and design of possible products,” “design,
construction and testing of pre-production prototypes and models,” and
“engineering activity required to advance the design of a product to the point
that it meets specific functional and economic requirements and is ready for
manufacture.”

    Paragraph
8 of FASB 2 further identifies the types of activities that would typically be
excluded from
research and development including, “Routine,
on-going efforts to refine, enrich, or otherwise improve upon the qualities of
an existing product,” “adaptation of an
existing capability to a particular requirement or customer's need as part of a
continuing commercial activity,” and “legal work in connection with patent
applications or litigation, and the sale or licensing of
patents.”

    In
evaluating activities in which the Company is predominantly engaged, “adaptation
of an existing capability to a particular requirement or customer’s need as part
of a continuing commercial activity” is largely representative of the company’s
efforts over the past 2 years and much of the Company’s expense that is
classified as research and development is related thereto.  The core
technology has been established for a number of years but has the capability of
being adapted to a number of different wireless products.  The
company’s principal “product” is this core intellectual property, and although
there exists an on-going effort to refine this product, as evidenced by
continued patent filings and continued development expenses, the laboratory
research and discovery efforts related to its intellectual property was
conducted over the course of several years as an effort related initially to
improvement of the company’s video products (such products and related assets
were sold to Thompson/Grass Valley in 2004 at which time the Company focused its
efforts solely on its current business activities).

    In
summary, the Company’s core technology, and the business activities and
personnel required to support the sale of that core technology, have been
established for a number of years.  Our efforts, particularly during
the years referenced in the Staff comments, are devoted largely to the support
of existing customers in adapting our technologies to their products, a process
that requires a lengthy (typically 12-24 month) customer design cycle to
complete.  As a result, the Company believes it does not meet the
qualifications as a development stage enterprise.

    Consolidated Balance Sheets,
page 27

    Note 6 – Other Assets, page
38

              3.

               Comment:

    Please
provide a separate caption and line item for “patents and copyrights” in your
consolidated balance sheets.  Refer to paragraph 42 of SFAS
142.

    Response:

    We have
considered the Staff’s comment in concert with the provisions of SFAS 142,
paragraph 42, which states, “At a minimum, all intangible assets shall be
aggregated and presented as a separate line item in the statement of financial
position.”   The Company’s intangible assets include not only
patents and copyrights as cited in the Staff comment, but also licensing fees
paid to others.   These intangible assets, in the aggregate,
represent over 95% of the “Other Asset” caption on our consolidated balance
sheets.  Cash surrender value of life insurance, deposits and other
immaterial assets, representing less than 5% of total assets, and therefore not
required to be separately presented in accordance with Rule 5-02 of Regulation
S-X, have historically been included within this caption on the consolidated
balance sheets.

    We hereby
request the Staff’s permission to modify our balance sheet presentation to
separately state “Intangible assets, net” and “Other assets” on a prospective
basis, beginning with our quarterly report on Form 10-Q for the fiscal quarter
ended June 30, 2009.

    Item
11.  Executive Compensation, page 54

    Compensation of Outside
Directors, page 68

              4.

              Comment:

    Disclose
all assumptions made in the valuation of awards in the stock awards and option
awards columns of the director compensation table by reference to a discussion
of those assumptions in your financial statements, footnotes to the financial
statements, or discussion in management’s discussion and
analysis.  See the Instruction to Regulation S-K Item 402(k), which
refers to Instruction 1 to Item 402(c)(2)(v) and (vi).

    Response:

    We have
considered the Staff’s comment and hereby request the Staff’s permission to
disclose the assumptions made in the valuation of stock and option awards on a
prospective basis, beginning with the Company’s Definitive Proxy Statement on
Schedule 14A to be filed in July 2009.  We note that the executive
compensation disclosure in the Company’s Definitive Proxy Statement will cover
the same periods as and be otherwise identical to the executive compensation
disclosure in the Form 10-K.  We will add the assumptions made in the
valuation of stock and option awards to footnotes (1) and (2) of the directors’
compensation table.

    Part IV

    Item 15.
Exhibits

    Exhibits 31.1 and
31.2

              5.

              Comment:

    We
note that you have omitted language from paragraph 4(d) of the certifications
required by Exchange Act Rule 13a-14(a).  Revise your certifications
to include the exact language of paragraph 4(d) of Item 601(31)(i) of Regulation
S-K.

    Response:

    We have
considered the Staff’s comment and hereby request the Staff’s permission to
amend the certifications required by Exchange Act Rule 13a-14(a) on a
prospective basis, beginning with our quarterly report on Form 10-Q for the
fiscal quarter ended June 30, 2009.  We will include the parenthetical
language that was inadvertently omitted.

    *     *     *     *

    The
Company acknowledges 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.

    If the
Staff has any further questions or comments regarding the information in this
letter, kindly contact the undersigned at 904-737-1367. Thank you for your time
and attention.

    Sincerely,

    /s/ Cindy
Poehlman

    Cindy
Poehlman

    Chief
Financial Officer

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720
       May 14, 2009
 Mr. Jeffrey L. Parker Chief Executive Officer ParkerVision, Inc. 7915 Baymeadows Way, Suite 400 Jacksonville, Florida 32256
 RE: ParkerVision, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2008
  Filed March 16, 2009
  File No. 000-22904

Dear Mr. Parker:
We have reviewed your filing and have the following comments.  Where
indicated, we think you should revise your documents 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.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  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 numbers listed at the end of this letter.
Form 10-K for the Year Ended December 31, 2008

Item 7.  Management’s Discussion and Analys is of Financial Condition and Results of
Operations, page 15

1. We note your disclosure that you have three current customer agreements, two
of which are licensing agreements, one with ITT and one with an unidentified licensee.  Revise your disclosure to include the identity of the counterparty for the licensing agreement that you refer to as “Confidential Licensee.”

Mr. Jeffrey L. Parker
Parkervision, Inc.
May 14, 2009 Page 2  Item 8. Consolidated Financial Statements and Supplementary Data

2. Please tell us how you evaluated whether you were a development stage enterprise pursuant to SFAS 7.  In this regard, we note your minimal revenues in 2007 and no revenues in 2008.
  Consolidated Balance Sheets, page 27

Note 6 – Other Assets, page 38

3. Please provide a separate caption and line item for “patents and copyrights” in your consolidated balance sheets.  Refer to paragraph 42 of SFAS 142.
Item 11.  Executive Compensation, page 54

 Compensation of Outside Directors, page 68

4. Disclose all assumptions made in the valuation of awards in the stock awards and option awards columns of the director compensation table by reference to a discussion of those assumptions in your financial statements, footnotes to the financial statements, or discussion in management’s discussion and analysis.  See the Instruction to Regulation S-K Item 402(k), which refers to Instruction 1 to Item 402(c)(2)(v) and (vi).
 Part IV

 Item 15. Exhibits

Exhibits 31.1 and 31.2

5. We note that you have omitted language from paragraph 4(d) of the certifications required by Exchange Act Rule 13a-14(a).  Revise your certifications to include the exact language of paragraph 4(d) of Item 601(31)(i) of Regulation S-K.

*    *    *    *
 As appropriate, please amend your filing and respond to these comments through
correspondence over EDGAR within 10 business days or tell us when you will provide us with a response.  Please furnish a letter that keys your responses to our comments and provides any requested information.  Detailed letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your responses to our comments.

Mr. Jeffrey L. Parker
Parkervision, Inc. May 14, 2009 Page 3   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 for an informed decision.  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 Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.

You may contact Michael Henderson, Staff Accountant, at (202) 551-3364 or
Kathryn Jacobson, Senior Staff Accountant, at (202) 551-3365, if you have questions
regarding comments on the financial statements and related matters.  Please contact Scott Hodgdon, Attorney-Advisor, at (202) 551-3273, or me at (202) 551-3810 with any other questions.          S i n c e r e l y ,
Larry Spirgel
        A s s i s t a n t  D i r e c t o r

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
Mail Stop 3561

      							October 7, 2005

Ms. Cynthia L. Poehlman
Chief Financial Officer
Parkervision, Inc.
8493 Baymeadows Way
Jacksonville, Florida 32256

	Re:	Parkervision, Inc.
      Form 10-K for Fiscal Year Ended December 31, 2004
		Filed March 30, 2005

Forms 10-Q for Fiscal Quarter Ended March 31, 2005 and June 30,
2005
		File No. 0-22904

Dear Ms. Poehlman:

We have completed our review of your Form 10-K and related filings
and do not, at this time, have any further comments.

								Sincerely,

								Larry Spirgel
								Assistant Director
??

??

??

??

Ms. Cynthia Poehlman
Parkervision, Inc.
September 15, 2005
Page 4

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

         DIVISION OF
CORPORATION FINANCE

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
Mail Stop 3561

      							September 15, 2005

Ms. Cynthia L. Poehlman
Chief Financial Officer
Parkervision, Inc.
8493 Baymeadows Way
Jacksonville, Florida 32256

	Re:	Parkervision, Inc.
      Form 10-K for Fiscal Year Ended December 31, 2004
		Filed March 30, 2005

Forms 10-Q for Fiscal Quarter Ended March 31, 2005 and June 30,
2005
		File No. 0-22904

Dear Ms. Poehlman:

      We have reviewed your filing and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and do not intend to expand our review to
other
portions of your documents.  Where indicated, we think you should
revise your documents 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.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  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 numbers
listed
at the end of this letter.

Form 10-K for the fiscal year ended December 31, 2004, filed March
16, 2005

Item 9A. Controls and Procedures, page 52

1. We note your disclosure that your disclosure controls and
procedures are "effective to ensure that information required to
be
disclosed by the Company in the reports that it files or submits
under the Securities Exchange Act of 1934 is recorded, processed,
summarized and reported within the time periods specified in the
SEC
rules and forms."  Please confirm in your response letter and
disclose in future filings that your disclosure controls and
procedures also are effective to ensure that information required
to
be disclosed in the reports that you file or submit under the
Exchange Act is accumulated and communicated to your management,
including your principal executive and principal financial
officers,
to allow timely decisions regarding required disclosure.  See Rule
13a-15(e) of the Exchange Act.  Alternatively, you may simply
state
that your disclosure controls and procedures are effective.

Form 10-K/A for the fiscal year ended December 31, 2004, filed
April
27, 2005

Exhibit 31.1
Exhibit 31.2

2. We note that the certifications do not comply with the
requirement
to provide the portion of the introductory language in paragraph 4
of
the certification required by Exchange Act Rules 13a-14(a) and
15d-
14(a) that refers to the certifying officers` responsibility for
establishing and maintaining internal control over financial
reporting for the company, as well as paragraph 4(b).  The amended
language must be provided in the first annual report required to
contain management`s internal control report and in all periodic
reports filed thereafter.  Please revise accordingly.  See SEC
Release No. 33-8392 (Feb. 24, 2004), which is available on our
internet site at http://www.sec.gov/rules/final/33-8392.htm.
Please
note that you must refile your entire Form 10-K with your amended
certifications.

Form 10-Q for the fiscal quarter ended March 31, 2005, filed May
16,
2005

Item 4. Controls and Procedures, page 14

3. We note your disclosure that "there has been no significant
change
in the Company`s internal control over financial reporting that
has
materially affected, or is reasonably likely to materially affect,
the Company`s internal control over financial reporting."
(emphasis
added).  Item 308(c) of Regulation S-K requires the disclosure of
any
change in your internal control over financial reporting
identified
in connection with an evaluation thereof.  Please confirm for us
that
there was no change in your internal control over financial
reporting
that occurred during your first fiscal quarter in 2005 that has
materially affected, or is reasonably likely to materially affect,
your internal control over financial reporting, and provide the
disclosure required by Item 308(c) of Regulation S-K in future
filings.

Also comply with this comment as applicable to your Form 10-Q for
the
fiscal quarter ended June 30, 2005, filed August 8, 2005

Exhibit 31.1
Exhibit 31.2

4. We note that you have modified the language of the
certifications
required in Exhibits 31.1 and 31.2.  Both of your certifying
officers
have modified the language in the introduction to paragraph 4 and
in
paragraph 4(b).  Please revise to provide the certifications
required
in the exact form specified.  See Item 601(b)(31) of Regulation S-
K.
As with your amendment to your Form 10-K, your amendment to your
Form
10-Q must be filed in its entirety.

Form 10-Q for the fiscal quarter ended June 30, 2005, filed August
8,
2005

Exhibit 31.1
Exhibit 31.2

5. In addition to complying with the comments above as applicable
to
this filing, please revise to remove your Exhibit 32.1 from the
body
of Exhibit 31.2.  The exhibits should be separately filed and
tagged
on EDGAR as exhibits.

6. We note that you have omitted language from the introduction to
paragraph 4 of Ms. Poehlman`s Section 302 certification.  Please
revise to provide her certification in the exact form specified.
See
Item 601(b)(31) of Regulation S-K.  As with your other amendments
due
to incorrect certifications, your amendment to your second quarter
Form 10-Q must be filed in its entirety.

*    *    *    *

      Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  Please furnish
a
letter that keys your responses to our comments and provides any
requested information.  Detail letters greatly facilitate our
review.
Please understand that we may have additional comments after
reviewing your responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  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 do not foreclose the Commission from taking any action
with
respect to the filings; 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 filings or
in
response to our comments on your filings.

      You may contact Daniel Zimmerman, Staff Attorney, at (202)
551-
3367 or me at (202) 551-3810 if you have any questions.

								Sincerely,

								Larry Spirgel
								Assistant Director
??

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Ms. Cynthia Poehlman
Parkervision, Inc.
September 15, 2005
Page 4

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

         DIVISION OF
CORPORATION FINANCE

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