(NeoMedia Technologies letterhead)


                                 April 10, 2000


U.S. Securities and Exchange Commission
Office No. 3
Washington, D.C.  20549



Attn:    James M. Daley

         Re:    NeoMedia Technologies, Inc./Form S-3 Registration Statement
                SEC File No. 333-33738; Filed March 31, 2000


Ladies and Gentlemen:

         In connection with the filing of the above-referenced Registration
Statement, the legend required by Section 473 was inadvertently omitted. The
Registrant hereby amends the Form S-3 Registration Statement to include the
following legend on the facing sheet of the document:

                           THE REGISTRANT HEREBY AMENDS THE REGISTRATION
                           STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY
                           TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
                           SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY
                           STATES THAT THIS REGISTRATION STATEMENT SHALL
                           THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
                           SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL
                           THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON
                           SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO
                           SECTION 8(a), MAY DETERMINE.

         Thank you for your consideration.


                                           NEOMEDIA TECHNOLOGIES, INC.





                                           By:  /s/ Charles W. Fritz
                                               ---------------------------------
                                               Charles W. Fritz, Chief Executive
                                               Officer and Chairman of the Board