NeoMedia Technologies, Inc.
                          2201 Second Street, Suite 600
                            Fort Myers, Florida 33901


                                February 6, 2006


Mr. Adam Halper
United States Securities and Exchange Commission
100 F Street
Mail Stop 4561
Washington, D.C.  20549


      Re:      NeoMedia Technologies, Inc.
               Request for Acceleration of Registration Statement on Form S-4
               File No. 333-123848

Ladies and Gentlemen:

      NeoMedia Technologies, Inc. (the "Company") hereby requests acceleration
of the effectiveness of its Registration Statement on Form S-4 (File No.
333-123848), filed on April 5, 2005, as amended, to 4:30 pm on February 6, 2006,
or as soon thereafter as practicable.

      Please direct any questions or comments regarding this filing to Ronald S.
Haligman at (305) 539-3339 or Clayton E. Parker at (305) 539-3306 of Kirkpatrick
& Lockhart Nicholson Graham, LLP, counsel to the Company.

In addition, the Company acknowledges that:

o     the Company is responsible for the adequacy and accuracy of the disclosure
      in the filings;

o     staff comments or changes to disclosure in response to staff comments do
      not foreclose the Commission from taking any action with respect to the
      filings; and

o     the Company may not assert staff comments as a defense in any proceeding
      initiated by the Commission or any person under the federal securities
      laws of the United States.

                               NEOMEDIA TECHNOLOGIES, INC.


                               By:  /s/ Charles T. Jensen, President & CEO
                                    --------------------------------------------
                                        Charles T. Jensen, President & CEO