May 6, 2002



VIA EDGAR

Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C.  20549

            RE: NeoMedia Technologies, Inc.
                Form S-3 Registration Statement Filed on February 12, 2001
                File No. 333-55418
                ----------------------------------------------------------

Ladies and Gentlemen:

         Pursuant to Rule 477 of Regulation C of the Securities Act of 1933, as
amended (the "Securities Act"), NeoMedia Technologies, Inc., a Delaware
corporation (the "Registrant"), hereby respectfully makes application to the
Securities and Exchange Commission (the "Commission") to withdraw the
above-referenced registration statement, together with all exhibits, amendments
and supplements thereto (collectively, the "S-3 Registration Statement"). The
Registration Statement was not declared effective. No shares of the Registrant's
capital stock were offered or sold pursuant to the S-3 Registration Statement.
The Company is withdrawing the S-3 Registration Statement in accordance with the
Commission's request that the Registrant register the shares of its capital
stock which it intended to offer pursuant to the S-3 Registration Statement on a
Form S-1. The Registration Statement was first filed with the Commission on
February 12, 2001.

         In accordance with the above-referenced Rule, it is the Registrant's
understanding that this application will be deemed granted at the time of filing
unless it is notified to the contrary by the Commission within fifteen calendar
days after the filing. Please direct any questions regarding this request to my
attention at (941) 337-3434.

                             Very truly yours,



                             /s/ Charles T. Jensen
                             ---------------------------------------------
                             Charles T. Jensen
                             Chief Financial Officer