April 25, 2006
U.S. Securities and Exchange Commission 60; Via EDGAR and Federal Express
Division of Corporation Finance
100 F Street, NE
Mail Stop 3561
Washington, D.C. 20549
Re: Eagle Broadband, Inc. (the “Company”)
Registration Statement on Form S-1
File No.: 333-132635
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), the undersigned hereby requests that the effective date of the above-referenced Registration Statement on Form S-1 of the Company be accelerated so that the Registration Statement may become effective at 10:00 a.m. on April 26, 2006, or as soon as possible thereafter. In this regard, the Company is aware of its obligations under the Act.
The Company acknowledges that:
| · | should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; |
| · | the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
| · | the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Very truly yours,
Eagle Broadband, Inc.
By: /s/ Jeff Adams
Name: Jeff Adams
Title: Corporate Counsel