On behalf of NeoMedia Technologies, Inc., a Delaware corporation (the “Company”), we are providing this letter in response to comments and requests for information made in that certain comment letter, dated February 17, 2010, from the United States Securities and Exchange Commission (the “Commission”) to the Company. The Company’s responses below are in identical sequence with the Commission’s comment letter. For the convenience of the Commission, each comment is repeated verbatim with the Company’s response immediately following.

COMMENT 1:

We note your statement that “the Company and its senior managers will make forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.” Section 21E(b)(1)(C) of the Securities Exchange Act of 1934 expressly states that the safe harbor for forward-looking statements does not apply to statements made by issuers of penny stock. Please either delete any references to the safe harbors provided by the Litigation Reform Act or make clear, each time you refer to the safe harbors provided by Litigation Reform Act, that the safe harbor does not apply you.

RESPONSE:

In response to the Commission’s comment above, the Company has amended its Preliminary Proxy Statement on Schedule 14A (the “Amendment”), by deleting all references to safe harbor provisions provided by the Litigation Reform Act of 1995, particularly by deleting the section titled “Special Cautionary Note Regarding Forward-Looking Statements”. Please also find provided herewith a marked copy of the Amendment for further reference which shows such changes for your convenience.

COMMENT 2:

Please disclose, in tabular format, the number of shares of common stock currently authorized, issued and outstanding, reserved for issuance and authorized but unissued and the number of shares in those same categories after completion of the reverse stock split.

The following table presents the impact of Proposal 1, as well as the cumulative effect of Proposals 1 and 2 and the cumulative effect of Proposals 1, 2 and 3 on our Common Stock authorized, issued and outstanding, reserved for issuance and authorized but unissued, if such proposals are approved by our shareholders*:

	As of February 1, 2010 (1)		Effect of Proposal 1 (2)		Cumulative Effect of Proposals 1and 2 (3)		Cumulative Effect of Proposals 1, 2 and 3 (4)

Authorized		5,000,000,000		50,000,000		5,000,000,000		5,000,000,000
Issued and outstanding		2,267,567,835		22,675,678		22,675,678		22,675,678
Reserved for issuance		2,732,432,165		27,324,322		91,951,478		132,831,808
Authorized but unissued		-		-		4,885,372,844		4,844,492,513

*All of the data presented above is based upon our Common Stock as of the Record Date, February 1, 2010. As of the Record Date we had 5,000,000,000 authorized shares of Common Stock; 2,267,567,835 issued and outstanding shares of Common Stock; outstanding options to acquire 172,561,241 shares of Common Stock and shares available to issue under our stock option plans; 850,610 shares of Common Stock issuable upon conversion related to our acquisition of BSD Software, Inc. in 2006; 9,021,735,956 shares of Common Stock issuable upon the conversion of all our outstanding convertible subordinated debentures based upon the terms of each debenture and the market factors related to such conversions; 1,231,195,834 shares of Common Stock issuable upon the exercise of all our outstanding warrants based upon the terms of each warrant and the market factors related to each exercise; 2,215,811,538 shares of Common Stock issuable upon the conversion of all our outstanding Series C Preferred Stock based upon the terms of conversion and the market factors related to such conversion; and 641,025,641 shares of Common Stock issuable upon the conversion of all our outstanding Series D Preferred Stock based upon the terms of conversion and the market factors related to such conversion.

(1)

As of the Record Date, we do not have sufficient authorized and unissued shares of Common Stock to provide for the exercise and conversion of all of our potentially convertible and exercisable instruments. Therefore the number of shares of Common Stock reserved for issuance is limited to the remaining balance of our authorized shares, less our issued and outstanding shares.

(2)

Upon the approval by our shareholders of Proposal 1, the Reverse Split, all of our Common Stock authorized, issued and outstanding, and reserved for issuance shall be reduced by a factor of 1 share for 100 shares. As of the Record Date, we would not have sufficient authorized and unissued shares of Common Stock to provide for the exercise and conversion of all of our potentially convertible and exercisable instruments. Therefore the number of shares of Common Stock reserved for issuance is limited to the remaining balance of our authorized shares, less our issued and outstanding shares.

(3)

(4)

Upon the approval by our shareholders of Proposal 1, the Reverse Split, all of our Common Stock authorized, issued and outstanding, and reserved for issuance shall be reduced by a factor of 1 share for 100 shares. Upon the approval by our shareholders of Proposal 2, the fixing of our authorized shares of Common Stock at 5,000,000,000, our reserves for issuance would then include potential exercise of our stock options, the potential conversion of our conversion shares related to our acquisition, and the potential conversion of our convertible subordinated debentures. Upon the approval by our shareholders of Proposal 3, the reduction in par value of our Common Stock from $0.01 to $0.001, our reserves for issuance would then include potential conversion of the Company’s Warrants, Series C Preferred Stock and Series D Preferred Stock.

COMMENT 3:

We note your statement on page 9 that your amendment will enable the company to issue more shares of Common Stock in connection with financing projects and attracting potential investors. Given that you do not intend to decrease your authorized shares in connection with your reverse-split, which will have the effect of creating newly available authorized shares of common stock, please disclose whether you presently have any plans, proposals or arrangements to issue any of the newly available authorized shares of common stock for any purpose, including future acquisitions and/or financings. If so, please disclose by including materially complete descriptions of the future acquisitions and financing transactions. If not, please state that you have no such plans, proposals, or arrangements, written or otherwise, at this time to issue any of the newly available authorized shares of common stock.

RESPONSE:

In response to the comment above, the Company has disclosed in the Amendment that, at this time, the Company does not have any plans, proposals or arrangements, written or otherwise, to issue any of the newly available authorized shares of common stock for any purpose, including future acquisitions and/or financings in the “Certain Disadvantages Associated with the Reverse Split” subsection of Proposal No. 1, as well as the “Fixing of Authorized Shares in General” subsection of Proposal No. 2.

COMMENT 4:

Please refer to Release No. 34-15230 and discuss the possible anti-takeover effects of the effective increase in your authorized shares. Please also discuss other anti-takeover mechanisms that may be present in your governing documents or otherwise and whether there are any plans or proposals to adopt other provisions or enter into other arrangements that may have material anti-takeover consequences. Inform holders that management might use the additional shares to resist or frustrate a third-party transaction, favored by a majority of the independent stockholders, which would provide an above-market premium.

Release No. 34-15230 of the staff of the SEC requires disclosure and discussion of the effects of any proposal that may be used as an anti-takeover device. Although not a factor in the decision by our Board to effect the effective increase of our authorized shares of common stock, one of the effects of having increased additional shares of our authorized common stock available for issuance may be to enable the Board to render more difficult or to discourage an attempt to obtain control of the Company by means of a merger, tender offer, proxy contest, or otherwise, and thereby protect the continuity of then present management. Unless prohibited by the regulations of applicable law or other agreements or restrictions, a sale of shares of Common Stock by us or other transactions in which the number of our outstanding shares of Common Stock would be increased could dilute the interest of a party attempting to obtain control of us. The effective increase in available authorized Common Stock may make it more difficult for, prevent or deter a third-party from acquiring control of the Company or changing our Board and management, as well as inhibit fluctuations in the market price of our shares that could result from actual or rumored takeover attempts.

The effective increase of our authorized shares of common stock is not being proposed in response to any effort of which we are aware to accumulate shares of Common Stock or obtain control of the Company. While it is possible that our management could use the effective increase of authorized shares of Common Stock to resist or frustrate a third-party transaction providing an above-market premium that is favored by a majority of stockholders, we do not intend to construct or enable any anti-takeover defense or mechanism on its behalf. We have no intent or plans to employ the effective increase of our authorized shares of common stock as an anti-takeover device and do not have any plans or proposals to adopt any other provisions or enter into other arrangements that may have material anti-takeover consequences.

In addition to the effective increase of our authorized shares of common stock, provisions of our governing documents and applicable provisions of Delaware law may also have anti-takeover effects, making it more difficult for or preventing a third-party from acquiring control of the Company or changing our Board and management. These provisions may also have the effect of deterring hostile takeovers or delaying changes in the Company’s control or in our management.

Undesignated Preferred Stock. Our Certificate of Incorporation currently authorizes the issuance of up to 25,000,000 shares of preferred stock with such designations, rights and preferences as may be determined from time to time by our Board. Our Board can also fix the number of shares constituting a series of preferred stock, without any further vote or action by the Company’s stockholders. The issuance of undesignated preferred stock with voting, conversion or other rights or preferences, while providing flexibility in connection with possible acquisitions and other corporate purposes, could have the effect of (i) delaying or preventing a change in control, (ii) causing the market price of the Common Stock to decline or (iii) impairing the voting power and other rights of the holders of the Common Stock.

No Cumulative Voting. The Company’s Certificate of Incorporation and By-laws do not provide for cumulative voting in the election of directors. The combination of the present ownership by a few stockholders of a significant portion of the Company’s voting capital stock and lack of cumulative voting makes it more difficult for other stockholders to replace the members of the Board or for another party to obtain control of the Company by replacing our Board.

COMMENT 5:

We note that your Board has adopted a resolution seeking authorization to amend your Certificate “to fix our number of authorized shares of Common Stock at 5,000,000,000 shares.” Please clarify what changes you propose to make the Certificate of Incorporation as a result of Proposal No. 2. In this regard, please include a blacklined version of the Certificate of Incorporation showing all proposed amendments.

RESPONSE:

With respect to Proposal No. 2, approval of such proposal will maintain the amount of the Company’s shares of authorized common stock at 5,000,000,000 shares, notwithstanding the reverse stock split set forth in Proposal No. 1 which, in the absence of the approval of Proposal No. 2, would have the effect of reducing the amount of authorized shares of common on a 1 share for 100 shares basis in addition to the intended decrease in the amount of shares of common stock outstanding. Ultimately, Proposal No. 1 and Proposal No. 2, together, amend Article IV of the Company’s Articles of Incorporation to effect a reverse stock split of the Company’s outstanding Common Stock while maintaining the amount of authorized Common Stock at 5,000,000,000 shares. At the request of the Commission, provided herewith is a marked version of the Company’s Certificate of Incorporation, showing all proposed amendments thereto pursuant to Proposal Nos. 1, 2 and 3 (all occurring within Article IV of the Certificate of Incorporation). The Amendment also includes a marked version of all proposed changes to the Company’s Certificate of Incorporation in its Exhibit B.