Mail Stop 4561
								April 14, 2006

Charles T. Jensen
President, Chief Executive Officer and Director
NeoMedia Technologies, Inc.
2201 Second Street, Suite 600
Fort Myers, Florida 33901

Re:	NeoMedia Technologies, Inc.
  	Preliminary Schedule 14A
      Filed on April 6, 2006
	File No. 0-21743

Dear Mr. Jensen:

      We have limited review of the above-referenced filing to the
matters identified below and have the following comments.  If you
disagree, we will consider your explanation as to why our comments
are 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 supplemental 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.

Schedule 14A

Proposal Three:  Increase in Number of Authorized Shares of Common
Stock
1. Immediately following the second paragraph under "General
Information," quantify the potential aggregate dilutive effect on
stockholders of the private placement transactions, the equity
line
transaction and all other arrangements you have pursuant to which
you
may issue common stock of the company.


2. With regard to the sale of Series C preferred stock in the
amount
of $27 million, please disclose the aggregate number of shares
issuable upon conversion of the preferred stock and warrants.
3. Regarding the $100 million Standby Equity Distribution
Agreement,
please expand the disclosure to describe the material terms of the
March 30, 2005 transaction such as, for example, the $1 million
cash
commitment fee, the amount at which the shares would be valued and
the payment by you to Cornell at 5% of gross proceeds for each
purchase.
4. You indicate that one of the purposes you have for increasing
the
number of authorized shares is to enable you to pursue additional
strategic acquisitions.  Revise to disclose whether you presently
have any plans, proposals or arrangements to issue any of the
newly
authorized shares of common stock to acquire additional
businesses.
If so, please disclose by including materially complete
descriptions
of the future acquisitions.  If not, please state that you have no
such plans, proposals, or arrangements written or otherwise at
this
time to issue any of the additional authorized shares of common
stock.
5. Please tell us and disclose if applicable the effect of an
unfavorable vote on the proposal to increase the number of
authorized
shares of common stock in connection with the purposes listed on
pages 8 and 9.  Will a negative vote have any impact on the
contractual obligations between you and Cornell Capital Partners?

	In view of our limited review, all persons who are by statute
responsible for the adequacy and accuracy of the filing are urged
to
be certain that all information required pursuant to the
Securities
Act of 1933 has been included.

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested supplemental information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing 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 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.

      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 filing or in
response to our comments on your filing.

      Please direct any questions you may have to Maryse Mills-
Apenteng at 202-551-3457 or, in her absence, to Anne Nguyen at
202-
551-3611.  If you need further assistance, please contact the
undersigned at 202-551-3730.

								Sincerely,



								Barbara C. Jacobs
								Assistant Director

cc: 	Via facsimile:  (305) 358-7095
      Clay Parker, Esq.
	Kilpatrick & Lockhart LLP



Charles T. Jensen
NeoMedia Technologies, Inc.
April 14, 2006
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