NEOMEDIA TECHNOLOGIES, INC.
                               2201 Second Street
                                    Suite 402
                              Fort Myers, FL 33901

February 10, 2003

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

     RE:        WITHDRAWAL  OF   REGISTRATION   STATEMENT  ON  FORM  S-1  (THE
                "REGISTRATION   STATEMENT")  FILED  WITH  THE  SECURITIES  AND
                EXCHANGE  COMMISSION  ON DECEMBER 20, 2002  (REGISTRATION  NO.
                333-102103)

Ladies and Gentlemen:

Pursuant  to Rule  477(a)  under the  General  Rules and  Regulations  under the
Securities  Act of 1933, as amended (the "1933 Act"),  submitted  electronically
via the EDGAR system,  please consider this  correspondence as an application to
the U.S.  Securities and Exchange Commission (the "SEC") for an order permitting
Neomedia  Technologies,  Inc. (the  "Registrant")  to withdraw the  Registration
Statement  on Form  S-1,  filed by the  Registrant  on  December  20,  2002 (the
"Registration Statement").

No  securities  were sold in connection  with the  Registration  Statement.  The
withdrawal is being sought at the request of the SEC upon  notification from the
SEC that the  Registrant's  private  placement  must be completed and that a new
registration  statement  should  be  filed  with the SEC  with  respect  to such
offering.  The Registrant  respectfully  requests  that, in accordance  with the
provisions  of Rule 477(a) under the 1933 Act,  the SEC issue an order  granting
the desired withdrawal.

Sincerely,



/Charles T. Jensen/
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Charles T. Jensen, President,
Chief Executive Officer, Chief
Operating Officer and Director