Summary of PARKERVISION INC

ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements
When used in this Form 10-Q and in future filings by us with the Securities and Exchange Commission, the words or phrases "will likely result", "management expects" or "Company expects", "will continue", "is anticipated", "estimated" or similar expressions are intended to identify "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Readers are cautioned not to place undue reliance on such forward-looking statements, each of which speaks only as of the date made. Such statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical earnings and those presently anticipated or projected, including the timely development and acceptance of new products, sources of supply and concentration of customers. We have no obligation to publicly release the results of any revisions that may be made to any forward-looking statements to reflect anticipated events or circumstances occurring after the date of such statements.

Results of Operations for Each of the Three Month Periods Ended March 31, 2009 and 2008

General
We have made significant investments in developing our technologies and products, the returns on which are dependent upon the generation of future revenues for realization. We had no revenue for the three- month periods ended March 31, 2009 and 2008. We have used the proceeds from the sale of our equity securities to fund our operations.

Critical Accounting Policies
There have been no changes in critical accounting policies from those stated in the Annual Report on Form 10-K for the year ended December 31, 2008.

Revenue and Gross Margin
We had no revenue or gross margin for the three- month periods ended March 31, 2009 and 2008. We expect to recognize initial royalty revenue in 2009 as our commercial licensee commences delivery of chipsets which incorporate our technology. Revenues from product royalties, however, are dependent on our customers' ability to bring products containing our technology to market. Their ability to market such products is contingent on uncertainties relating to development of our technology, product design, the market for cellular devices and general economic conditions. We can provide no assurance that our customers will be able to market such products within the anticipated time frame.

Research and Development Expenses
Our research and development expenses increased approximately $48,000 or 1.6% during the three- month period ended March 31, 2009 when compared to the same period in 2008. This increase is the result of an increase in share-based compensation expense of approximately $400,000, an increase in prototype fabrication costs of approximately $310,000, an increase in amortization expense related to patents and licenses of approximately $80,000, and an increase in software maintenance costs of approximately $60,000. These increases are offset by a decrease in outside consulting services of approximately $675,000 and a decrease in personnel costs, including bonus and employee relocation expenses, of approximately $105,000.

The increase in share-based compensation expense is a result of grants of restricted stock units to executives and other employees in the second and third quarters of 2008. Prototype fabrication costs are expected to vary period to period based on the timing, materials specified and number of variants requested on each prototype foundry run.

Outside consulting services are utilized to supplement our internal engineering resources, and the related fees are generally project-based and will vary based on the timing and status of development projects. The decrease in these fees was primarily related to the completion of certain programs in late 2008. We expect to continue to utilize outside consulting services periodically to supplement our internal resources.

Marketing and Selling Expenses
Marketing and selling expenses decreased approximately $35,000, or 5.4% during the three-month period ended March 31, 2009 when compared to the same period in 2008. This decrease was primarily due to a decrease in outside consulting fees of approximately $85,000 and a decrease in personnel costs, including bonus expenses, of approximately $70,000, offset by an increase in share-based compensation expense of approximately $120,000.

The decrease in outside consulting fees results from a reduction in services rendered and a renegotiation of fees with various sales and marketing consultants as a part of cost-reduction measures implemented in late 2008. The increase in share-based compensation expense is largely a result of grants of restricted stock units to executives and other employees in the second and third quarters of 2008.

General and Administrative Expenses
General and administrative expenses increased approximately $123,000 or 8.6% during the three-month period ended March 31, 2009 when compared to the same period in 2008. The increases in general and administrative expenses were primarily the result of increases in share-based compensation expense of approximately $275,000, offset by a decrease in personnel costs, including bonus expenses, of approximately $75,000 and a decrease in outside professional fees of approximately $30,000. The increase in share-based compensation expense is largely a result of grants of restricted stock units to executives and other employees in the second and third quarters of 2008.

Interest and Other Income
Interest and other income consist of interest earned on our investments and other miscellaneous income. Interest and other income decreased by approximately $104,000 or 73.3% during the three months ended March 31, 2009 when compared to the same period in 2008. This decrease is primarily due to lower interest rates and lower average cash balances.

Loss and Loss per Share
Our net loss increased approximately $240,000 or 4.9% during the three-month period ended March 31, 2009 when compared to the same period in 2008. This increase is the result of an increase in operating expenses of approximately $136,000 and a reduction in interest and other income of approximately $104,000. The increase in operating expenses is the result of a non-cash increase in share-based compensation expense of approximately $800,000, offset by an overall decrease in cash operating expenses, particularly outside consulting fees.

Liquidity and Capital Resources
As of March 31, 2009, we had working capital of approximately $10.0 million which represented an increase of approximately $6.0 million from working capital at December 31, 2008. The increase was due primarily to the $9.4 million in proceeds from the sale of equity securities in the first quarter of 2009. In addition, we received approximately $0.2 million in proceeds from the sale of our ownership percentage in an aircraft. These increases in capital resources were offset by the use of $3.4 million to fund continuing operations and the investment of approximately $0.3 million in new patents.

We expect that revenue for 2009 will not be sufficient to cover our operational expenses for 2009, and that our expected continued losses and use of cash will be funded from available working capital. We assessed our short-term liquidity needs based on the assumption that our working capital must be sufficient to cover our operational expenses for 2009 with an assumption of minimal revenue.

We expect our overall liquidity needs in 2009 will be lower than those incurred in 2008 as a result of the elimination of certain non-recurring product development activities as well as certain cost reduction measures implemented by us during the first quarter of 2009. We believe our current capital resources are sufficient to support our liquidity requirements at least into the first quarter of 2010. In the event that sufficient working capital is not available to meet our 2009 liquidity needs, we believe additional liquidity could be obtained through the issuance of securities under our Shelf, including securities in lieu of cash payments for certain vendor purchases, the surrender of key-man life insurance policies for their cash value, and/or additional cost reduction measures. In addition, we may be able to meet certain liquidity needs through short or long-term debt financing, although there can be no assurance that such financing will be available to us. We currently have no outstanding long-term debt obligations.

The long-term continuation of our business plan through 2009 and beyond is dependent upon the generation of sufficient revenues from our technologies and products to offset expenses. In the event that we do not generate sufficient revenues, we will be required to obtain additional funding through public or private financing and/or further reduce operating costs. Failure to generate sufficient revenues, raise additional capital through debt or equity financings, and/or further reduce operating costs could have a material adverse effect on our ability to meet our long-term liquidity needs and achieve our intended long-term business objectives.

Off-Balance Sheet Transactions, Arrangements and Other Relationships As of March 31, 2009, we had outstanding warrants to purchase 2,210,139 shares of common stock that were issued in connection with the sale of equity securities in various private placement transactions in 2000, 2001, 2005, 2006 and 2009. These warrants have exercise prices ranging from $1.88 to $56.66 per share, with a weighted average exercise price of $25.90 and a weighted average remaining contractual life of approximately 2.7 years. The estimated fair value of these warrants of $17,788,663 is included in shareholders' equity in our consolidated balance sheets.