August 28, 2018

Jeffrey Parker
Chief Executive Officer
ParkerVision, Inc.
7915 Baymeadows Way, Suite 400
Jacksonville, FL 32256

       Re: ParkerVision, Inc.
           Registration Statement on Form S-1
           Filed on August 9, 2018
           File No. 333-226738

Dear Mr. Parker:

       We have limited our review of your registration statement to those
issues we have
addressed in our comments. In some of our comments, we may ask you to provide
us with
information so we may better understand your disclosure.

       Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

       After reviewing any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments.

Registration Statement on Form S-1, file no. 333-226738

Securities Purchase Agreement, page 3

1.     We note that the PIPE Agreement provides that on the day following the
effectiveness of
       the registration statement Aspire Capital will purchase 2,500,000 shares
of your common
       stock, provided that the closing price of your common stock on that date
is equal to or
       greater than $0.50 per share. Because of this condition, the investor is
not irrevocably
       bound to purchase a set number of securities for a set purchase price at
effectiveness. As
       a result, please revise your registration statement to identify Aspire
Capital as an
       underwriter, as opposed to "may be deemed" an underwriter. Please see
C&DI 139.11
       (Securities Act Sections), publicly available on the Commission's
website for further
 Jeffrey Parker
ParkerVision, Inc.
August 28, 2018
Page 2
         guidance.
The issuance of debt securities or additional equity securities may impose
covenants or
restrictions..., page 6

2.       We note your discussion of dilution in the third sentence of this risk
factor. Please revise
         to specifically address the dilutive effect of your equity line
agreement with Aspire
         Capital (approximately 3.7 million shares issued to date) and
potential dilutive effect
         related to future issuances over the remaining term of this agreement.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       Please contact Paul Fischer, Staff Attorney, at 202-551-3415 or Larry
Spirgel, Assistant
Director, at 202-551-3815 with any questions.



FirstName LastNameJeffrey Parker                               Sincerely,
Comapany NameParkerVision, Inc.
                                                               Division of
Corporation Finance
August 28, 2018 Page 2                                         Office of
Telecommunications
FirstName LastName