Mail Stop 3720

April 17, 2006

David Micek
President and Chief Executive Officer
Eagle Broadband, Inc.
101 Courageous Drive
League City, Texas  77573-3925

Re: 	Eagle Broadband, Inc.
Registration Statement on Form S-1
Filed March 22, 2006
File No. 333-132635

Dear Mr. Micek:

      We have limited our review of your Form S-1 to the terms of
the
equity line agreement and other related agreements with Dutchess
Private Equities Fund II, LP.  Please amend the registration
statement in response to the following comments.  If you disagree,
we
will consider your explanation as to why our comment is
inapplicable
or a revision is unnecessary.  Please be as detailed as necessary
in
your explanation.  In some of our comments, we may ask you to
provide
us with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General
1. Revise to provide updated information throughout the
registration
statement.  For instance, update to disclose the current status of
your lawsuit with Cornell Capital, provide selected quarterly
financial data for the quarter ended February 28, 2006, and
incorporate by reference your most recent Form 10-Q.

Debenture Agreement, page 11
2. We note your response to comment two of our letter dated March
16,
2006 that you do not intend to use the proceeds from the equity
line
to repay the convertible debenture held by Dutchess.  We also note
that your MD&A disclosure in your recent Form 10-Q for the quarter
ended February 28, 2006, does not address how you plan to pay for
the
amounts owed to Dutchess at a rate of $90,156.19 per month
beginning
on May 1, 2006.  Since you have not generated positive cash flow
from
operations and you do not have any available credit facilities
other
than the equity line provided by Dutchess, please disclose how you
intend to make the required payments on the convertible debenture
held by Dutchess and your other note payable obligations.

*   *   *   *   *


      Please amend your registration statement in response to
these
comments.  You may wish to provide us with marked copies of the
amendment to expedite our review.  Please furnish a response
letter
with your amendment that keys your responses to our comments and
provides any requested supplemental information.  Please submit
the
response letter on EDGAR as correspondence.  Detailed response
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* should 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.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      Please contact Albert Pappas, Staff Attorney, at (202) 551-
3378
or me at (202) 551-3810 with any questions.


Sincerely,



Michele M. Anderson
Legal Branch Chief

cc:	Jeffrey A. Adams, Esq.
	(281) 538-4730 (fax)
Mr. David Micek
Eagle Broadband, Inc.
April 17, 2006
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