SecProbe.io

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Mail Stop 0407
							October 29, 2004

Via Mail and FAX

William J. McEntee, Jr
Senior Vice President and Chief Financial Officer
Interep National Radio Sales, Inc
100 Park Avenue, New York,
New York 10017

RE:	Interep National Radio Sales, Inc
	Form 8-K filed October 15, 2004
            File No. 0-28395

Dear Ms. McEntee :

       We have the following comments with regard to the above
referenced filing.  We welcome any questions you may have about our
comments.  Feel free to contact us at the telephone numbers listed at
the end of this letter.

1. Amend the report to include all of the information required by Item
304(a)(1)(iii) of Regulation S-K.  The disclosure should indicate
whether the board of directors or any audit or similar committee of
the board of directors recommended or approved the decision to change
accountants.

2. Amend your disclosure to state whether during the registrant`s two
most recent fiscal years and any subsequent interim period through the
date of resignation, declination or dismissal there were any
disagreement(s) with the former accountant or reportable event(s) are
required by Item 304 (a)(1)(v).

3. To the extent that you make changes to the Form 8-K to comply with
our comments, please obtain and file an updated Exhibit 16 letter from
the former accountants stating whether the accountant agrees with the
statements made in your revised Form 8-K.

 	 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.
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.

William J. McEntee, Jr, Senior VP and CFO
Interep National Radio Sales, Inc
October 29, 2004
Page 2

	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 in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; 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 filing or in response to our
comments on your filing.

	Please provide the supplemental information requested above
within 10 business days from the date of this letter.  The
supplemental information should be filed as correspondence on EDGAR.
The amendment requested in the first comment above should be filed as
promptly as possible and should be reviewed by the former accountants.
The letter required by Exhibit 16 should cover the revised
disclosures.  Any questions regarding the above should be directed to
me at (202) 824-5265, or in my absence, to Robert Benton at (202) 942-
1811.

							Sincerely,

							O. Nicole Holden
						            Staff Accountant

CC: William R. Carr

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