September 6, 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. 3 to Registration Statement on Form S-4/A
	Filed August 18, 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
	Form 10-QSB for the fiscal quarter ended June 30, 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 September 20, 2005.  Feel
free
to call us at the telephone numbers listed at the end of this
letter.

Form S-4 as amended on August 18, 2005

Recent Developments, page 47

1. We refer your to prior comment 1 of our letter dated August 5,
2005.  Please provide us with a detailed and quantified analysis
of
why the Mobot, Inc. acquisition falls below the level of
significance
outlined in Rule 3-05 and Rule 11-01 of Regulation S-X.

Form 10-QSB for the Quarterly Period Ended June 30, 2005

Financial Statements

Unaudited Notes to Condensed Consolidated Financial Statements

Promissory Notes Payable to Cornell, page 8

2. We note that on March 30, 2005, you borrowed $10 million from
Cornell.  We further note that also on March 30, 2005, you issued
50
million warrants and paid $1 million to Cornell as a commitment
fee
for the 2005 SEDA.  Tell us how you considered the warrants issued
and cash paid to Cornell in allocating the proceeds from the
promissory notes payable.  Cite the authoritative literature
relied
upon in your accounting.

Controls and Procedures, page 26

3. We note disclosure that your disclosure controls and procedures
were effective "as of the period covered."  Please confirm that
your
disclosure controls and procedures are effective as of the end of
the
fiscal quarter covered by this report.  Please also advise whether
NeoMedia`s disclosure controls and procedures were effective as
defined in paragraph (e) of Rule 13a-15.

4. You disclose that there were no "significant changes" in
NeoMedia`s internal controls "subsequent to the date of their last
evaluation or from the end of the reporting period to the date of
this Form 10-QSB."   In this regard it does not appear that your
disclosure is consistent with the requirements of Item 308(c) of
Regulation S-B and Rule 13a-15(d).  Please confirm, similar to
disclosure in the second paragraph of this section, that there
were
no changes that occurred during your last fiscal quarter that
materially affected, or are likely to materially affect, your
internal control over financial reporting.


* * * *

	You may contact Steven Williams, at (202) 551-3478 or Melissa
Walsh, at (202) 551-3224 you have questions regarding comments on
the
financial statements and related matters.  If you have any other
questions, please call Adam Halper, at (202) 551-3482.  If you
require additional assistance you may contact Perry Hindin, at
(202)
551-3444 or the undersigned, at (202) 551-3730.

      		Sincerely,


      		Barbara C. Jacobs
      		Assistant Director


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

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Charles T. Jensen
NeoMedia Technologies, Inc.
September 6, 2005
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