SecProbe.io

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      	August 12, 2005

Via facsimile to ((212) 894-5511) and U.S. Mail

Paul J. Pollock, Esq.
Katten Muchin Rosenman LLP
575 Madison Avenue
New York, NY  10022

Re:	News Communications, Inc.
      Preliminary Schedule 14C
      Filed July 13, 2005
      File No. 000-18299

      Schedule 13E-3
      Filed July 13, 2005
      File No. 005-41485

Dear Mr. Pollock:

      We have reviewed the above filings for compliance with Rule
13e-3 and have the following comments.  Where indicated, we think
you
should revise your documents in response to these 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 any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Schedule 13E-3

Item 3.  Identity and Background of the Filing Person
1. Please ensure that the information disclosed in this section
regarding your officers and directors is included in the
information
delivered to security holders.  Alternatively, address why you do
not
believe that such information is required to be delivered.

Item 13.  Financial Information
2. Please revise to clarify that you are incorporating by
reference
the financial information required by Item 1010(a) of Regulation
M-A.
We note the disclosure under "Documents Incorporate by Reference"
on
page 24 of the information statement.  The information currently
reference appears to be provided pursuant to Item 1010(c) and
Instruction 1 to Item 13 of Schedule 13E-3.  Please revise
accordingly.  Further, tell us why you believe the pro forma
information requirement of Item 1010(b) of Regulation M-A is not
applicable.

Preliminary Information Statement

Summary, page 1
3. Expand the discussion of the fairness of the transaction to
address the fairness from a procedural view as well.  We note that
the fairness determination required by Item 1014 of Regulation M-A
contemplates that the determination address both substantive and
procedural fairness.

Financial Information, page 3
4. Please provide the ratio of earnings to fixed charges required
by
Item 1010(c)(4)  of Regulation M-A.

Special Factors
5. The information required by Items 7, 8 and 9 of Schedule 13E-3
must appear in a "Special Factors" section at the beginning of the
information statement, immediately following the Summary section.
See Rule 13e-3(e)(1)(ii).   Please revise the information
statement
to include this information in a "Special Factors" section in the
beginning of the document.

Background, page 9
6. Expand the first paragraph of this section to more specifically
describe the company`s initial decision to explore going private.
The board meeting on January 12, 2005 appears to have been the
first
time the board considered this course of action.  Expand to
briefly
summarize the discussion held and the reason this was discussed at
that meeting.

7. Please expand your disclosure of the events that took place
between January 12 and May 4, 2005.  Please include additional
detail
regarding the meetings that took place between your management and
board of directors and any meetings with advisors.  We note that
the
company issued notes and shares during this time.  Did this action
have any impact on the company`s consideration of the going
private
transaction?
8. We note that at a May 4, 2005 meeting with your legal counsel,
that counsel presented the "mechanics of the transaction."  Please
disclose when you determined that a reverse stock split was the
type
of transaction you would effect to reduce the number of security
holders.
9. At that same meeting, it appears that you appointed Mr.
Mendelsohn
as a special independent committee.  If this is the case, please
describe his duties, the extent of his authority to explore
alternative transactions and whether he had the authority to hire
his
own advisors.  Additionally, clarify the reference to the purchase
price paid on prior transactions in the penultimate sentence of
this
third paragraph.  Are you referring to prior transactions that you
engaged in or to comparable third-party transactions in your
industry?

Alternatives Considered, page 10
10. We note that Nevada law does not provide dissenters` rights in
connection with this transaction.  Discuss whether this was a
factor
in setting the structure of this going private transaction.  That
is,
how did the board consider the lack of appraisal rights in
choosing
the method by which to take the company private?  Would appraisal
rights have been available had you chosen a different means?

Reasons for the Structure and Timing of the Transaction, page 11
11. It appears that the factors cited in support for the timing of
the reverse stock split have been present for some time.  Thus,
please discuss why you chose to engage in a going private
transaction
at this time as opposed to any other time in the company`s public
company history.  Refer to Item 1013(c) of Regulation M-A.

Going Private Transaction; Effects, page 11
12. The disclosure here is incomplete because it fails to discuss
the
effects, both positive and negative, of the reverse stock split on
security holders.  Please revise to address.
13. We note your reference to possible trading of your shares in
the
pink sheets.  Please describe the nature of this service, and the
eligibility and disclosure requirements with respect to your
shares.
14. Please explain whether you considered using an alternative
ratio
that would have enabled some unaffiliated security holders to
retain
an ownership interest in your company while still sufficiently
reducing the total number of security holders so that you may seek
to
terminate your Exchange Act reporting obligations.  See Item
1013(c)
of Regulation M-A.
15. Disclose any disadvantages of going private considered by the
board.  If the board did not consider any disadvantages, please
state
so.

Fairness of the stock splits - Page 16

16. Expand to clarify that the fairness determination addresses
the
fairness of the transaction to unaffiliated security holders who
will
be cashed out and unaffiliated security holders who will continue
to
hold shares.  We note the "Summary" appears to address the
fairness
to both categories but it is unclear what consideration was given
to
the separate categories in assessing fairness.  Accordingly,
clarify
the board`s consideration of the factors with respect to each
category of unaffiliated security holder.  Finally, it is unclear
how
certain of the factors support the determination.  Please expand
to
clarify.
17. We note your statement that your board considered "current
market
price, historical market price and the purchase prices paid in
prior
purchases" to support its conclusion as to the fairness of the
merger.  Revise your document to ensure that you have provided a
reasonably detailed discussion of each material factor forming the
basis for your fairness determination in accordance with Item
1014(b)
of Regulation M-A.  A listing of the factors considered, without a
discussion of how that factor relates to the determination that
the
transaction is fair to the unaffiliated security holders (i.e.,
how
each factor was analyzed) is inadequate.  See In the Matter of
Meyers
Parking Systems Inc., Securities Exchange Act Rel. No. 26069
(September 12, 1988).  For example, we note that you simply
mention
the current market price, historical market price and the purchase
prices paid in prior purchases without describing any analysis or
results of an analysis.  We also note the lack of consideration of
a
net book value, a going concern value, and a liquidation value.
If
true, indicate why any factor was not material to this
transaction.
If any of these factors were disregarded or not considered despite
being material, please discuss the reasons why those factors were
disregarded or not considered.  If any of these factors indicated
a
higher value than the $1.10 per share to be paid to the
unaffiliated
shareholders, your discussion should address that difference and
include a statement as to the basis for the belief that the
transaction is fair despite the difference in value.  See
Questions
20 and 21 in Exchange Act Release No. 17719 (April 13, 1981) for
guidance in revising your disclosure.  Quantify the factors to the
extent practicable.
18. We note that you are not seeking security holder approval of
the
reverse stock split and that you did not appoint an unaffiliated
representative to act on behalf of unaffiliated security holders.
Please explain how your board determined the procedural fairness
of
the reverse stock split despite the lack of these procedural
protections.
19. We note that the disclosure under the bullet points entitled
"Determination of Reverse Split Ratio," "Liquidity for Remaining
Unaffiliated Stockholders," and "Cashed Out Stockholders"
describes
reasons for the transaction.  Please expand your disclosure to
show
how the board considered these factors to reach its fairness
determination.

Potential Conflicts of Interest, page 14
20. Please describe the adjustment to which the convertible
preferred
stock is subject as stated in the sixth bullet point in this
section.
21. Disclose the amount of consideration to be received by each
director, executive officer and more than 5% security holder as a
result of the reverse stock split.

Impact on the Company, page 15
22. We note that you do not anticipate any significant corporate
events in the near future.  Please clarify the meaning of
"significant corporate events."  You may list the events appearing
in
Item 1006(c)(1)-(8) of Regulation M-A, if appropriate.

Impact on Stockholders, page 15
23. Please expand this section to address the financial impact on
security holders of no longer holding your stock.  For example,
you
should discuss that security holders will no longer able to share
in
the increase in value of the stock or take advantage of any
premium
that may be offered by a third party in a future transaction.

Federal Tax Consequences, page 17
24. We note that your disclosure sets forth "certain" of the
material
federal income tax consequences of the transaction offer.  Please
ensure that you discuss all such material consequences.  Also,
delete
the reference to this discussion being for "general information
only"
on page 17.  Security holders are entitled to rely upon the
discussion.

Past Contact, Transactions, page 19
25. Refer to the last two paragraphs on page 19.  Please explain
why,
apparently, you issued a note payable to Kinder Investments and
Ms.
Davidowitz, but you satisfied a portion of the note through the
issuance of securities to D.H. Blair Investment Banking.  Also,
clarify the relationship between the note holders and Blair
Investment Banking.

Securities Ownership, page 20
26. We note the disclosure on page 19 that Jerry Finkelstein, The
Finkelstein Foundation Inc., Shirley Finkelstein, Melvyn I. Weiss,
Wilbur L. Ross, Jr., M&B Weiss Family Partnership, J. Morton
Davis,
D.H. Blair Investment Banking Corp., Rivkalex Corporation,
Rosalind
Davidowitz and James A. Finkelstein entered into a stockholders
agreement in May 2001.  Since the parties to that agreement agreed
to
act together in the manner described in Rule 13d-5(b), please
revise
the table in this section to include in each person`s line-item
the
shares held of record by the other persons, which would appear to
be
beneficially owned by all parties to the agreement.

Where you can find more information, page 24
27. Revise your disclosure to reference the new address of the SEC
at
Station Place, 100 F Street, N.E., Washington, D.C. 20549.

*       *       *       *
      As appropriate, please amend your filings in response to
these
comments.  You may wish to provide us with marked copies of the
amended filings to expedite our review.  Please furnish a cover
letter with your amended filing that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amended filings 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 material information to
investors.  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.
      In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and
* the company may not assert staff comments 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 our review of your filings or
in
response to our comments on your filings.
      Please direct any questions to me at (202) 551-3619 or, in
my
absence, to Pamela Carmody, Special Counsel, at (202) 551-3265.
You
may also contact me via facsimile at (202) 772-9203.  Please send
all
correspondence to us at the following ZIP code: 20549-0303.

					Sincerely,

					Daniel F. Duchovny
					Attorney-Advisor
					Office of Mergers & Acquisitions

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Paul J. Pollock, Esq.
Katten Muchin Rosenman LLP
August 12, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3628

         DIVISION OF
CORPORATION FINANCE

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