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Correspondence Letter

 ALSTON&BIRD LLP

 One Atlantic Center

1201 West Peachtree Street

 Atlanta, Georgia
30309-3424

 404-881-7000

 Fax: 404-881-7777

 www.alston.com

Dennis O. Garris

Direct Dial: 202-756-3452

E-mail: dgarris@alston.com

 Ohio

 Application to Waive

 into DC Pending

 November 2, 2005

 VIA OVERNIGHT DELIVERY AND EDGAR

 Jeffrey B. Werbitt

 Attorney Advisor

 Office of Mergers & Acquisitions

 United States Securities and Exchange Commission

 Washington, D.C. 20549

Re:

 CoolSavings, Inc.

 Schedule 13E-3 filed by
Landmark Communications, Inc.

 File No. 5-61045

 Filed September 29, 2005

 Dear
Mr. Werbitt:

 On behalf of Landmark Communications, Inc.,
Landmark NV-C Ventures Group, Inc. and Landmark Ventures VII, LLC (collectively, “Landmark”), we transmit for filing Landmark’s responses to the Staff’s letter of comment dated October 24, 2005. For your convenience, the
comments contained in that letter are reprinted below in italics. Unless otherwise indicated, all page references are to the Schedule 13E-3 (File No. 5-61045). Concurrently, Landmark has filed an amendment to the Schedule 13E-3 reflecting the
changes made in the disclosure in response to the Staff’s comments.

 Schedule 13E-3

 General

1.
Please advise as to whether the “acquisition subsidiary” will be identified as a filing person on the Schedule 13E-3. In this regard, each filing person on the schedule
must comply with the filing, disclosure and dissemination requirements of Rule 13e-3.

 Bank of America Plaza

 101 South Tryon Street, Suite 4000

 Charlotte, NC 28280-4000

 704-444-1000

 Fax: 704-444-1111

 90 Park Avenue

 New York, NY 10016

 212-210-9400

 Fax: 212-210-9444

 3201 Beechleaf Court, Suite 600

 Raleigh, NC 27604-1062

 919-862-2200

 Fax: 919-862-2260

 601 Pennsylvania Avenue, N.W.

 North Building, 10th Floor

 Washington, DC 20004-2601

 202-756-3300

 Fax: 202-756-3333

 Jeffrey B. Werbitt

 November
2, 2005

 Page 2

 Response:

 The Schedule 13E-3 has been revised to identify the “acquisition subsidiary” as a filing person on the Schedule 13E-3, and each filing person on
the schedule will comply with the filing, disclosure and dissemination requirements of Rule 13e-3.

2.
We note that on September 13, 2005, Landmark, Ventures Group and Ventures VII designated and elected five additional directors to the board of CoolSavings which caused the
Landmark directors to constitute a majority of the directors of CoolSavings. It appears that Landmark had the right to designate a majority of the board pursuant to agreements entered into in connection with its 2001 investment. What consideration
was given to the requirements of Rule 14f-1 with regard to the September 2005 designation and election of a majority of the board?

 Response:

 Prior to Landmark’s designation of the additional five directors on September 13, 2005, consideration was given to the requirements of Rule
14f-1. We believe the decision to designate additional directors did not trigger the application of Rule 14f-1 because that decision was not “pursuant to any arrangement or understanding with the person or persons acquiring securities in a
transaction subject to section 13(d) or 14(d).” Landmark has had the right to designate a majority of the board of CoolSavings since November 12, 2001 per the Certificate of Incorporation of CoolSavings. Until September 13, 2005,
the Landmark designated directors were Michael W. Alston, Joseph G. Fiveash, III, Guy R. Friddell, III and Karl B. Quist, representing four of the 12 directors of CoolSavings. This right was originally disclosed by CoolSavings in its Quarterly
Report on Form 10-Q for the period ended September 30, 2001 filed November 14, 2001 and by Landmark in its first amendment to its Schedule 13D filed November 30, 2001 and has been continuously disclosed in CoolSavings’ public
disclosures and Landmark’s beneficial ownership reports. For this reason, Landmark’s right to appoint a majority of directors was not part of any “arrangement or understanding” with respect to Landmark’s intended purchase of
securities from Messrs. Rogel and Lamle nor with respect to the purchase of the Golden shares. The purchase of the securities from Messrs. Rogel and Lamle enables Landmark to conduct a short-form merger, but does not affect Landmark’s
pre-existing right to designate a majority of the board of CoolSavings.

 Additionally, Rule 14f-1 is triggered only when “the persons so elected or designated will constitute a majority of the directors of the issuer”. The five additional directors appointed by Landmark on September 13, 2005
represented only five of the then 17 directors of CoolSavings, and therefore, those five persons

 Jeffrey B. Werbitt

 November
2, 2005

 Page 3

 so designated did not by themselves constitute a majority of the directors of CoolSavings. Only when combined with the four directors previously
designated by Landmark prior to September 13, 2005 did the directors designated by Landmark constitute a majority of the directors of CoolSavings.

 Finally, we do not believe that the rule was intended to apply to Landmark’s designation of additional directors. We understand that the rule is
intended to alert stockholders that a change in board control has occurred and was part of a transaction that would not otherwise trigger immediate dissemination of disclosure concerning the new directors. Here, CoolSavings is going private and will
not continue as a public reporting company. The stockholders of CoolSavings have had full and continuous disclosure of Landmark’s control of CoolSavings and Landmark’s right to designate additional directors. As part of the going-private
transaction, CoolSavings stockholders will receive full disclosure regarding the transaction, the consideration they will receive in the transaction and the fact that they will no longer remain stockholders in a public company.

3.
Further, in this regard, what consideration was given to whether CoolSavings is engaged in the transaction? We note that Landmark currently controls the board and, accordingly,
the actions of the company.

 Response:

 Although a majority of the directors of CoolSavings
consist of directors designated by Landmark, the CoolSavings board of directors did not take any action with respect to determining the price to be paid to the unaffiliated public stockholders, conducting the fairness analysis or otherwise approving
the proposed going private transaction. Upon consummation of the acquisition of the shares of common stock and Series C convertible preferred stock of CoolSavings (“Series C Stock”) held by Messrs. Rogel and Lamle by Landmark, Landmark
will own at least 90% of each class of outstanding capital stock of CoolSavings and, at that point, Landmark will have the ability to effect a short-form merger pursuant to Section 253 of the Delaware General Corporation Law (“DGCL”)
without obtaining the approval of the board of directors or stockholders of CoolSavings.

 As you know, the Schedule 13E-3 must be filed by the issuer or an affiliate only where that party is “engaged” in the going private transaction. Answer No. 5 of Exchange Act Release No. 34-17719
(April 13, 1981) addresses the Schedule 13E-3 filing requirement to both the issuer and its affiliate when both are “engaging in the Rule 13e-3 transaction.” Illustrations 1 and 2 to Answer No. 5 of Exchange Act Release
No. 34-17719 determined that an issuer engaging in a long-form merger transaction is engaging in a Rule 13e-3 transaction but an issuer

 Jeffrey B. Werbitt

 November
2, 2005

 Page 4

 subject to a cash tender offer is not engaging in a Rule 13e-3 transaction. We understand that the Staff takes a different position when, in a cash tender
offer, the target recommends in favor of the offer or where the target has signed a business combination agreement with the affiliated offeror. The cash tender offer scenario in which the issuer’s board makes no recommendation to its
stockholders with respect to the offer is more akin to Landmark’s proposed transaction because the going private transaction can be consummated without any action by the CoolSavings’ board. Additionally, the board of CoolSavings will not
make any recommendation with respect to the going private transaction nor are they required to make a recommendation.

 Further, although Landmark does have the ability to designate a majority of the directors of CoolSavings and has done so, all of the CoolSavings directors
continue to have a fiduciary duty to all of the stockholders of CoolSavings under state law.

 Exhibit (a)

 Summary Term Sheet, page 1

 Fairness of the Going Private Transaction, page 5

4.
We note that you “recently negotiated arm’s-length purchases from two directors of CoolSavings and a founder and former chief executive officer of CoolSavings.”
Please advise of the basis for your belief that these negotiations were conducted at arm’s length due to the related party nature of the transaction. In this regard, it appears that the characterization of your transactions with Messrs. Golden,
Rogel and Lamle, as being conducted at arm’s-length may be inappropriate. In addition, we note that you acquired shares from another shareholder in May 2005 for the same price. Did this acquisition factor in your determination?

 Response:

 Although Mr. Golden is the founder and former chief executive officer of
CoolSavings, he is not affiliated with Landmark and Landmark exercises no control over him. Similarly, although Messrs. Rogel and Lamle are directors of CoolSavings, they are not otherwise affiliated with Landmark and Landmark exercises no control
over them. Further, Messrs. Rogel and Lamle are not Landmark designated directors. None of Messrs. Golden, Rogel and Lamle will have an ongoing relationship with CoolSavings or Landmark following the closing of the proposed going private
transaction. As a result, Messrs. Golden, Rogel and Lamle are unaffiliated third parties from Landmark and negotiated arm’s-length sales of their shares of CoolSavings stock to Landmark.

 Jeffrey B. Werbitt

 November
2, 2005

 Page 5

 Due to their ownership of 95.1% of the Series C Stock, Messrs. Rogel and Lamle had the ability to block Landmark from obtaining the requisite 90%
ownership of the Series C Stock necessary to complete the short-form merger. Given their securities ownership and their position as directors of CoolSavings, Messrs. Rogel and Lamle had significant leverage to negotiate for the sale of their
securities and were in a position to negotiate the highest price for their securities. Additionally, Landmark has no intention of consummating the proposed going private transaction other than as proposed in the Schedule 13E-3.

 Landmark acquired Mr. Golden’s shares on May 17, 2005 for the
same price that Messrs. Rogel and Lamle have agreed to sell their shares of CoolSavings stock to Landmark. This price did factor into Landmark’s determination because it was negotiated with Mr. Golden at arm’s-length and was the
maximum price that Landmark was willing to pay for Mr. Golden’s shares.

 For More Information, page 8

5.
Please revise to disclose that the Securities and Exchange Commission is now located at 100 F Street, N.E., Washington, DC, 20549.

 Response:

 The Schedule 13E-3 has been revised to disclose that the Securities and
Exchange Commission is now located at 100 F Street, N.E., Washington, DC, 20549.

 Special factors, p. 9

 General

6.
The special factors section should include that information required by Items 7, 8 and 9 of Schedule 13E-3 in the front of the document. In this regard, we note the inclusion of
selected financial data in this section precedes this information. Please revise.

 Response:

 The special factors section of the Schedule 13E-3 has been revised to include the information required by Items 7, 8 and 9 of Schedule 13E-3 in the front
of the document.

 Purposes, Alternatives,
Reasons and Effects of the Going Private Transaction, page 9

7.
 We note that you determined to effect the going private transaction as promptly as practicable after acquiring greater than 90% of the shares of CoolSavings in

 Jeffrey B. Werbitt

 November
2, 2005

 Page 6

 order to immediately realize the benefits of taking the company private. However, the acquisition of greater than 90% is the first step of the going
private transaction. Accordingly, please expand to clarify why you determined to exercise your ability to control the company and to acquire the shares which will allow you to reach 90% and effect the short-form merger at this time.

 Response:

 The Schedule 13E-3 has been revised to reflect that Landmark will effect the
“short-form merger” (rather than the “going private transaction”) as promptly as practicable after acquiring at least 90% of the shares of CoolSavings in order to immediately realize the benefits of taking the company private.

8.
Further, we note from the July 30, 2001 letter agreement signed by Landmark and Ventures that they agreed, in certain circumstances, not to take the company private prior to
July 30, 2005. Did you consider this provision of the letter agreement in determining to take CoolSavings private at this time?

 Response:

 Under the July 30, 2001 letter agreement signed by Landmark and Ventures, they agreed, in certain circumstances, not to take the company private
prior to the earlier of July 30, 2005 or two years after Landmark first owned 51% of the common stock of CoolSavings (on an as converted basis). Landmark acquired 51% of the common stock of CoolSavings (on an as converted basis) on
November 12, 2001 so this restriction expired on November 12, 2003 and was not considered in determining to take CoolSavings private at this time. CoolSavings initially disclosed the expiration of this restriction in its Quarterly Report
on Form 10-Q for the period ended September 30, 2003 filed November 10, 2003.

 Certain Federal Income Tax Consequences of the Going Private Transaction, page 13

9.
Please revise the heading of this section to clarify that the discussion summarizes the material tax consequences, rather than “certain” tax consequences. Also, in
light of the fact that security holders are entitled to rely on your disclosure of the material federal tax consequences of this offer, you should revise your disclosure here and throughout your filing to clarify that you have disclosed all material
federal tax consequences and to eliminate any references to your discussion of the federal tax consequences of the offer as a “general summary.” You should also eliminate any disclaimers urging option holders to consult their own tax
advisors regarding the federal tax consequences of this offer.

 Response:

 Jeffrey B. Werbitt

 November
2, 2005

 Page 7

 The heading of this section of the Schedule 13E-3 has been revised to clarify that the discussion summarizes the material tax consequences, rather than
“certain” tax consequences. Also, Landmark’s disclosure throughout the Schedule 13E-3 has been revised to clarify that Landmark has disclosed all material federal tax consequences and to eliminate any references to Landmark’s
discussion of the federal tax consequences of the offer as a “general summary.”

 We note the Staff’s comment regarding the disclosure urging option holders to consult their own tax advisors. It is unclear what the Staff intended by this comment, as there is no disclosure in the Schedule 13E-3
urging option holders to consult their own tax advisors. If the Staff’s comment was meant to address stockholders generally, we respectfully disagree with the Staff that such disclosure is inappropriate. We believe that, given the differences
of tax status among individuals, it is important for investors to consult with their own tax advisors. We are familiar with many transactions using the same type of cautionary disclosure and we believe that it is appropri