U. S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                       ---------------------------------

                               FORM 10 - KSB / A
         (Mark One)
               [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997

                                       OR

               [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
    THE SECURITIES EXCHANGE ACT OF 1934 for the transition period ___ to ___

                         Commission File Number 0-21743

                          NEOMEDIA TECHNOLOGIES, INC.
                 ----------------------------------------------
                 (Name of Small Business Issuer in Its Charter)

           DELAWARE                                      36-3680347
-------------------------------                      -------------------
(State or Other Jurisdiction of                      (I.R.S. Employer
Incorporation or Organization)                       Identification No.)

2201 SECOND STREET, SUITE 600, FORT MYERS, FLORIDA         33901
--------------------------------------------------         -----
     (Address of Principal Executive Offices)            (Zip Code)

Issuer's Telephone Number (Including Area Code) 941-337-3434

Securities Registered Under Section 12(b) of the Exchange Act: None

Securities Registered Under Section 12(g) of the Exchange Act:

         Title of Each Class
         -------------------

Common Stock, Par Value $.01

         Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes [X] 
No [ ]

         Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B is not contained in this form, and no disclosure will
be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10- KSB [X]

         Issuer's consolidated revenue for its most recent fiscal year was
$24,434,000.

         The aggregate market value of the voting stock held by non-affiliates
of the issuer based on the price at which shares of common stock closed on March
16, 1998 was $35,911,097.

         As of March 16, 1998, there were outstanding 8,319,732 shares of the
issuer's Common Stock.


<PAGE>

                                    PART II

ITEM 8.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
       FINANCIAL DISCLOSURES

       The Board of Directors of NeoMedia Technologies, Inc. ("NeoMedia"), upon
the recommendation of management, dismissed Coopers & Lybrand L.L.P. and
effective February 9, 1998, engaged KPMG Peat Marwick LLP as the principal
accountants of NeoMedia and its subsidiaries for the year ended December 31,
1997.

       In connection with the audits of the two most recent fiscal years and the
subsequent unaudited interim period preceding such dismissal, there have been no
disagreements with the former accountants, Coopers & Lybrand L.L.P., on any
matter of accounting principles or practices, financial statement disclosures or
auditing scope or procedure which, if not resolved to their satisfaction, would
have caused them to make reference to the subject matter in their opinion.

       The report of Coopers & Lybrand L.L.P. on the consolidated financial
statement of NeoMedia for the two most recent fiscal years did not contain an
adverse opinion or a disclaimer of opinion and was not modified as to
uncertainty, audit scope, accounting principles or any other matter.

       A letter from Coopers & Lybrand L.L.P. dated June 12, 1998 and addressed
to the Commission is filed as an exhibit to this report.


Exhibit.

       16.1  A copy of a letter from Coopers & Lybrand L.L.P. dated June 12,
             1998, addressed to the Securities and Exchange Commission.

                                        1

<PAGE>


                                   SIGNATURES

       In accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized in the City of Fort Myers, State of
Florida, on the 12th day of June, 1998.

                                       NEOMEDIA TECHNOLOGIES, INC.
                                       ---------------------------
                                                Registrant

                               By: /s/  CHARLES W. FRITZ
                                   ----------------------
                                   Charles W. Fritz, President, Chief Executive
                                   Officer and Chairman of the Board


       In accordance with the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the registrant and in the capacities indicated on June 12, 1998.

SIGNATURES                      TITLE

/s/ CHARLES W. FRITZ            President, Chief Executive Officer,
--------------------            Chairman of the Board and Director
Charles W. Fritz

/s/ WILLIAM E. FRITZ            Secretary and Director
--------------------
William E. Fritz

/s/ CHARLES T. JENSEN           Chief Financial Officer, Treasurer and Director
---------------------
Charles T. Jensen

/s/ ROBERT T. DURST, JR.        Director
------------------------
Robert T. Durst, Jr.

/s/ A. HAYES BARCLAY            Director
--------------------
A. Hayes Barclay

/s/ JAMES J. KEIL               Director
-----------------
James J. Keil

/s/ PAUL REECE                  Director
--------------
Paul Reece

                                        2

<PAGE>


                                 EXHIBIT INDEX


SEQUENTIAL
   PAGE     EXHIBIT
  NUMBER    NUMBER     DOCUMENT
----------  -------    --------

     4        16.1     A copy of a letter from Coopers & Lybrand L.L.P. dated 
                       June 12, 1998, addressed to the Securities and Exchange 
                       Commission.


                                        3