SecProbe.io

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Mail Stop 0407
      							April 21, 2005

Via U.S. Mail and Fax (1-212-826-2858)
Mr. Lawrence I. Wills
Senior Vice President - Chief Financial Officer
Granite Broadcasting Corporation
767 Third Avenue, 34th Floor
New York, New York  10017

	RE:	Granite Broadcasting Corporation
      Form 10-K for the fiscal year ended December 31, 2004
		Filed March 31, 2005
		File No. 0-19728

Dear Mr. Wills:

      We have reviewed the above referenced filings and have the
following comments.  We have limited our review to only your
financial statements and related disclosures and will make no
further
review of your documents.  As such, all persons who are
responsible
for the adequacy and accuracy of the disclosure are urged to be
certain that they have included all information required pursuant
to
the Securities Exchange Act of 1934.  Please address the following
comments in future filings.  If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a future
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 filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-K for the fiscal year ended December 31, 2004

Critical Accounting Policies, page 26

1. We note that your discussion regarding goodwill, intangible
assets, and long-lived assets valuation did not address the
quantitative value of your assumptions and their sensitivity to
change.  Since critical accounting estimates and assumptions are
based on matters that are highly uncertain, you should analyze
their
specific sensitivity to change, based on other outcomes that are
reasonably likely to occur and would have a material effect.
Revise
your disclosures to provide quantitative as well as qualitative
disclosure when quantitative information is reasonably available
and
will provide material information for investors.

For additional guidance, refer to Item 303 of Regulation S-K as
well
as Part Five of the Commission`s Interpretive Release on
Management`s
Discussion and Analysis of Financial Condition and Results of
Operation which is located on our website at:
http://www.sec.gov/rules/interp/33-8350.htm.

            Goodwill and Intangible Assets, page 27

2. Tell us in detail how you test goodwill for impairment.  Also:
* Addressing paragraph 30 of SFAS 142 and EITF D-101, tell us how
you
determined your reporting units and tell us what those reporting
units are.
* Additionally, please identify the reporting unit(s) to which you
assigned goodwill.  Refer to paragraphs 19 and 34 of SFAS 142.
* Tell us the cash flows used in your analysis.

3. We note that in previous years you and your independent
appraisers
tested the impairment of your FCC licenses at select locations
where
there may be potential indicators of a potential impairment.
However, commencing in 2004, you tested the impairment of all your
FCC licenses annually or whenever event or changes indicate that
such
assets may be impaired.  Tell us why you did not test FCC licenses
annually prior to 2004 in accordance with paragraph 17 of SFAS
142.

4. In addition, tell us in detail how you test your FCC licenses
for
impairment.  Provide us with your units of accounting and how they
were determined.  Also, tell us the cash flows used in your
analysis.

Consolidated Statements of Operations, page 47

5. Revise your consolidated statement of operations to present the
various expense captions in accordance with Rule 5-03 of
Regulation
S-X.  For example, separately present station operating expenses
from
selling, general and administrative expenses.  Present your MD&A
in
this manner as well.  Provide us with your proposed income
statement
through the "operating loss" line item.

6. It appears that the caption "station operating expenses"
excludes
depreciation and amortization for property and equipment directly
attributed to the generation of revenue.  Please, revise your
presentation to comply with SAB 11:B, as applicable, by
identifying
the amount of applicable depreciation that is excluded from the
caption "station operating expenses."

7. Revise to adjust your consolidated income statement for the
years
ended December 31, 2003 and 2002 to clearly reflect what is
included
in net loss available to common shareholders.

Note 2 - Summary of Significant Accounting Policies

Financial statement presentation, page 52

8. We note that you reduced goodwill during the year ended
December
31, 2004 by $14,926,000 to appropriately reflect the tax basis of
certain assets acquired in prior years` acquisitions.  Tell us in
detail why you reduced goodwill and to what acquisitions this
relates.  Provide us with your basis in accounting literature.

Item 9A. Controls and Procedures, page 67

9. We note your disclosure in this section that no "significant
changes" were made in your internal controls or in other factors
that
could "significantly" affect those controls subsequent to the date
of
their evaluation.  This language does not appear to comply with
new
Item 308(c) of Regulation S-K, which requires you to disclose any
change in your internal control over financial reporting
identified
in connection with an evaluation thereof that occurred during your
last fiscal quarter (or your fourth fiscal quarter in the case of
an
annual report) that has materially affected, or is reasonably
likely
to materially affect, your internal control over financial
reporting.
Please provide us a statement indicating that no changes occurred
in
the company`s internal control over financial reporting that
materially affected, or was reasonably likely to materially
affect,
your internal control over financial reporting.  Please revise all
future filings to address whether there have been any changes.

*    *    *    *

      Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  Please furnish
a
letter that keys your responses to our comments and provides any
requested supplemental information.  Please file your response
letter
on EDGAR.

	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
for
an informed decision.  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.

      You may contact Inessa Berenbaum, Staff Accountant, at (202)
551-3371 or Kyle Moffatt, Accountant Branch Chief, at (202) 551-
3836
if you have questions regarding comments on the financial
statements
and related matters.  Please contact me at (202) 551-3810 with any
other questions.

							Sincerely,

							Larry Spirgel
							Assistant Director

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Mr. Lawrence I. Wills
Granite Broadcasting Corporation
April 21, 2005
Page 4

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

         DIVISION OF
CORPORATION FINANCE

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