NEOMEDIA TECHNOLOGIES, INC.
                          2201 Second Street, Suite 600
                            Fort Myers, Florida 33901


                                 July 28, 2006




VIA FACSIMILE AND EDGAR

Securities and Exchange Commission
Division of Corporate Finance
450 Fifth Street, N.W.
Washington, D.C. 20549

         Re:      REGISTRATION STATEMENT ON FORM S-3 (FILE NO. 333-135175)
                  OF NEOMEDIA TECHNOLOGIES, INC.


Ladies and Gentlemen:

         Pursuant to Rule 477(a)  promulgated  under the Securities Act of 1933,
as amended (the "Securities Act"), the undersigned registrant (the "Registrant")
hereby  applies  for  an  Order   granting  the  immediate   withdrawal  of  its
Registration Statement on Form S-3, together with all exhibits thereto, File No.
333-135175  (collectively,   the  "Registration  Statement").  The  Registration
Statement was originally filed with the Securities and Exchange  Commission (the
"Commission")  on June 21, 2006.  No  securities  have been sold pursuant to the
Registration  Statement and all  activities in respect of the offering have been
discontinued.

         The Registrant further requests that all fees paid to the Commission in
connection with the filing of the Registration  Statement be credited for future
use in accordance with Rule 457 of the Securities Act.

         Accordingly,  the Registrant hereby respectfully requests that an Order
granting  the  withdrawal  of  the  Registration  Statement  be  issued  by  the
Commission as soon as reasonably possible.

         If  you  have  any  questions  or  comments   regarding  the  foregoing
application for  withdrawal,  please contact Mr. Clayton E. Parker legal counsel
to  the  Registrant,  on  305-539-3300.  Please  provide  a copy  of  the  Order
consenting  to  this  withdrawal  to Mr.  Clayton  E.  Parker  by  facsimile  on
305-358-7095. Thank you for your assistance.



                                          By: /s/ Charles T. Jensen
                                              --------------------------
                                              Name:    Charles T. Jensen
                                              Title:   Chief Executive Officer