June 28, 2005



Room 4561

Charles T. Jensen
President and Chief Executive Officer
NeoMedia Technologies, Inc.
2201 Second Street, Suite 402
Fort Myers, Florida 33901

Re:	NeoMedia Technologies, Inc.
	Amendment No. 1 to Registration Statement on Form S-4/A
	Filed June 20, 2005
	File No. 333-123848

	Form 10-KSB for the fiscal year ended December 31, 2004, as
amended
	Form 10-QSB for the fiscal quarter ended March 31, 2005
	File No. 0-32262

Dear Mr. Jensen:

	This is to advise you that we have limited our review of the
above-referenced documents to the matters identified below and we
have the following comments. Where indicated, we think you should
revise your documents in response to these comments.  With respect
to
the comments on the periodic report, your response should be
provided
as soon as possible and not later than July 12, 2005.  Feel free
to
call us at the telephone numbers listed at the end of this letter.

General
1. We note that you have outstanding comments from the Division of
Corporation Finance on your Form S-3, filed May 25, 2005.  Be
advised
that these comments must be resolved before the desired effective
date of your Form S-4.

Form S-4

Recent Developments

$10 Million Secured Promissory Note Payable to Cornell Capital
Partners LP, page 45
2. We refer you to comment 2 of our letter dated May 4, 2005.
Please
revise in this and other sections to describe the "discounts and
fees" provided to Cornell Capital.  Please advise if they are in
addition to the $68,000 in fees disclosed in this section.
3. Please also revise this registration statement to indicate that
you filed a Form S-3 with the Securities and Exchange Commission
to
register the Warrants to Cornell and Thornhill Capital.  Please
also
specifically disclose that you are registering the shares
underlying
the Warrants and not shares underlying the Standby Equity
Distribution Agreement with the Cornell Capital.

iPoint-media Ltd, page 46
4. We note disclosure that "The date of the property  dividend
payment will be announced after the United  States  Securities and
Exchange  Commission  declares iPoint-media`s registration
statement
on Form SB-2 effective."  Please revise to disclose the status of
this registration statement and the dividend as of a date more
recent
to the date you filed the amendment to this Form S-4.

Signatures, page II-10
5. Please revise your signature block to indicate, if true, that
Mr.
Dodge is also signing as controller or principal accounting
officer.
See instructions to Form S-4.  Please consider this comment in
revising future filings.

Exhibits

General
6. Please advise why Exhibits 10.65 and 10.56 have not been
executed.

Exhibit 5.1
7. Please revise to specifically describe each of the "assumptions
that are customary in opinion letters of this kind," or please
revise
to remove the language.  Please provide the same revisions in
Exhibit
8.1.

Exhibit 8.1
8. The opinion provided by your tax counsel fails to clearly
identify
each material tax consequence represented on page 27 of your
registration statement.  Please have your tax counsel revise
Exhibit
8.1 to provide an opinion as to such tax consequences.
9. Please advise why copies of the Fact Certificates are not
attached
to the opinion letter.

Exhibit 10.52
10. We note that you have filed a Policy Statement on Ethical
Behavior with this Form S-4.  Please be advised that pursuant to
Item
601(b)(14) of Regulation S-B any code of ethics should be filed on
Form 8-K or 10-KSB.
Form 10-KSB/A
Controls and Procedures, page 44
11. We refer you to prior comment 10 of our letter dated May 4,
2005.
We note your statement in paragraph (A) concerning changes in
internal controls subsequent to the date of your evaluation.  In
this
regard it does not appear that your disclosure mirrors the
language
of the disclosure in paragraph (B) of the section that concerns
changes during your fourth quarter and Item 308(c) of Regulation
S-B
and Rule 13a-15(d).  Please advise if there was "any change" that
materially affected or was reasonably likely to materially affect,
your internal controls over financial reporting during the periods
discussed in paragraph (A).  Please provide the same analysis in
paragraph (A) in your Form 10-QSB for the quarter ended March 31,
2005.
* * * *

	If you have any questions, please call Adam Halper, at (202)
551-3482.  If you require additional assistance you may contact
Perry
Hindin (202) 551-3444 or the undersigned, at (202) 551-3730.

      Sincerely,


      Barbara C. Jacobs
      Assistant Director


cc:	Via Facsimile
      Clayton E. Parker, Esq. & Ronald S. Haligman, Esq.
      Kirkpatrick & Lockhart LLP
      201 S. Biscayne Blvd. Suite 2000
	Phone: (305) 539-3305
      Fax: (305) 358-7095
??

??

??

??

Charles T. Jensen
NeoMedia Technologies, Inc.
June 28, 2005
Page 3