NeoMedia Technologies, Inc.
2201 Second Street, Suite 600
Ft. Myers, FL 33901


                               February 20, 2001


U.S. Securities and Exchange Commission
Office of Computer and On-Line Services
455th Street, N.W.
Washington, D.C. 20549


Attn:   Mark Schuman

        Re:     NeoMedia Technologies, Inc./Form S-3 Registration Statement
                SEC File No. 333-55418; Filed February 12, 2001

Ladies and Gentleman:

         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 THIS 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
                  THERAFTER 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, Chairman