August 19, 2002



VIA EDGAR

Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C.  20549

           RE:  NeoMedia Technologies, Inc.
                Form S-1/A Registration Statement Originally
                Filed as Form SB-2 on July 13, 2001
                File No. 333-65146
                --------------------------------------------

Ladies and Gentlemen:

         Pursuant to Rule 477 of Regulation C of the  Securities Act of 1933, as
amended  (the  "Securities  Act"),  NeoMedia  Technologies,   Inc.,  a  Delaware
corporation (the  "Registrant"),  hereby  respectfully  makes application to the
Securities  and  Exchange   Commission  (the   "Commission")   to  withdraw  the
above-referenced  registration statement, together with all exhibits, amendments
and  supplements  thereto  (collectively,  the  "Registration  Statement").  The
Registration Statement was not declared effective. No shares of the Registrant's
capital stock were offered or sold pursuant to the Registration  Statement.  The
Registration  Statement was first filed with the Commission on July 13, 2001, as
a Form SB-2. The Company is withdrawing  the  Registration  Statement due to the
cancellation  by the  Company of  19,000,000  shares of common  stock  issued in
return for promissory notes totaling $3,040,000.  Such promissory notes matured,
unpaid,  on August 12, 2002.  The shares had been  included in the  Registration
Statement.

         In accordance with the  above-referenced  Rule, it is the  Registrant's
understanding that this application will be deemed granted at the time of filing
unless it is notified to the contrary by the Commission  within fifteen calendar
days after the filing.  Please direct any questions regarding this request to my
attention at (239) 337-3434.

                                          Very truly yours,



                                          /s/ David A. Dodge
                                          -------------------------------------
                                          David A. Dodge
                                          Chief Financial Officer