8-K

                   U. S. SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                         -------------------------------

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



       Date of Report (Date of earliest event reported): DECEMBER 29, 1997



                           NEOMEDIA TECHNOLOGIES, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)



  DELAWARE                        0-21743                      36-3680347
- ---------------                 -----------                 -------------------
(State or other                 (Commission                  (IRS Employer
jurisdiction of                 File Number)                Identification No.)
incorporation)

2201 SECOND STREET, SUITE 600, FORT MYERS, FLORIDA          33901
- ---------------------------------------------------        --------
(Address of principal executive offices)                  (Zip Code)





ITEM 5.    OTHER EVENTS.

         On December 29, 1997, NeoMedia Technologies, Inc. ("NeoMedia")
announced that it raised gross proceeds of $12.3 million through the exercise of
its outstanding warrants that were exercised in response to NeoMedia's warrant
redemption call which ended December 18, 1997. There were 2,700,938 warrants
outstanding, of which 1,662,633 warrants were exercised and 1,038,305 warrants
were redeemed at $.05 per warrant.


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                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                         NEOMEDIA TECHNOLOGIES, INC.
                                         ---------------------------
                                                   (Registrant)



Date: DECEMBER 31, 1997               By: /s/  CHARLES T. JENSEN
                                         ---------------------------
                                      Charles T. Jensen, Vice President, Chief
                                      Financial Officer, Treasurer and Director

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                                  EXHIBIT INDEX

SEQUENTIAL
   PAGE          EXHIBIT
 NUMBER           NUMBER     DOCUMENT
- -----------      -------     --------

   5              99.1       News release dated December 29, 1997 and entitled
                             "NeoMedia Raises $12.3 Million Through Warrant 
                             Redemption; Proceeds to Fund Strategic Alliances, 
                             Acquisitions"


                                       4

EX-99.1

                           NeoMedia Technologies, Inc.

                                  Exhibit 99.1

           News release dated December 29, 1997 and entitled "NeoMedia
               Raises $12.3 Million Through Warrant Redemption;
               Proceeds to Fund Strategic Alliances, Acquisitions"


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NEWS RELEASE

FOR MORE INFORMATION

Chuck Jensen
NeoMedia Technologies, Inc.
941-337-3434


Robert Kneeley
RKC Communications
954-351-1976
email:  rkccomm@safari.net

FOR IMMEDIATE RELEASE

            NEOMEDIA RAISES $12.3 MILLION THROUGH WARRANT REDEMPTION:
               PROCEEDS TO FUND STRATEGIC ALLIANCES, ACQUISITIONS

FORT MYERS, FLORIDA -- December 29, 1997--NeoMedia Technologies, Inc. (NASDAQ
Small Cap: NEOM) today announced that it has raised gross proceeds of $12.3
million through the exercise of its outstanding warrants that were exercised in
response to the company's warrant redemption call which ended December 18, 1997.

Each warrant was converted into a share of NeoMedia common stock at an exercise
price of $7.375. A total of 1.7 million warrants were exercised.

Following the warrant call, NeoMedia has a total of 8.3 million shares issued
and outstanding.

NeoMedia expects to use the proceeds from the warrant redemption call for
general working capital and to fund its business plan, which includes growth
through acquisition and strategic alliance. NeoMedia has three business units
that operate in growing, dynamic markets: Year 2000 conversion and mass change
tools; document systems solutions; and intelligent documents that link paper
documents to electronic media sources including the Internet.

NeoMedia was founded in 1989. It provides proprietary software for document
management and production systems, the migration of programs and databases from
closed system to open system platforms, Year 2000 conversions and intelligent
document solutions to bridge the gap between print and electronic media.
Additional information on NeoMedia is available on the Internet at:
www.neom.com.

                                      # # #


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