SecProbe.io

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<TYPE>CORRESP
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<FILENAME>filename1.txt
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                           WEIL, GOTSHAL & MANGES LLP
                                767 Fifth Avenue
                            New York, New York 10153
                            Telephone: (212) 310-8000
                            Facsimile: (212) 310-8007

                                 August 24, 2005

TRANSMITTED VIA EDGAR:
---------------------

Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention:  Michael Moran, Accounting Branch Chief

         Re:      Hollywood Media Corp.
                  Form 10-K for the year ended December 31, 2004
                  Filed March 31, 2005
                  File No. 1-14332

Ladies and Gentlemen:

         We are writing on behalf of our client, Hollywood Media Corp. (the
"Company"), to respond to the comments of the Staff set forth in the letter
dated June 15, 2005 with respect to the above-referenced Form 10-K. For your
convenience, each comment from the comment letter is repeated here, followed by
the Company's response and the paragraph numbering below corresponds to the
numbering in the comment letter.

COVER
-----

         1. OUR RECORDS SHOW YOUR FILE NUMBER IS 1-14332, RATHER THAN FILE
NUMBER 0-22908 THAT APPEARS ON THE COVER PAGES OF YOUR FORMS 10-K, 10-K/A, 10-Q,
NT 10-Q, DEF 14A AND 8-K. PLEASE MAKE THE APPROPRIATE REVISIONS.

         We note that the Company's EDGAR filings are indeed filed under the
         proper number in the EDGAR database (File Number 1-14332), although we
         recognized as you noted that the number on the cover pages (Number
         0-22908) is a number that was previously assigned to the Company when
         it went public. As per conversations with the EDGAR staff, the Company
         has agreed to use File Number 1-14332 on the cover pages of its
         filings. Because of the large number of past filings using the old file
         number on the cover page, the Company requests that it be permitted to
         use the new file number on its future filings and not amend its prior
         filings. The Company hereby undertakes to use File Number 1-14332 on
         all future filings.

NY2:\1544589\12\X3T912!.DOC\26141.0003
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
-------------------------------------------------------------------------------
OF OPERATION, PAGE 20 NET REVENUES, PAGE 24
-------------------------------------------

         2. WE DO NOT UNDERSTAND WHY YOU HAVE RECORDED $993,917 IN NON-CASH
REVENUES AND EXPENSES IN CONNECTION WITH THE NATO CONTRACT WHICH IS NO LONGER IN
EFFECT. PLEASE TELL US WHEN THE CONTRACT TERMINATED AND THE CIRCUMSTANCES FOR
RECOGNITION OF INCOME AND EXPENSE AFTER THE CONTRACTUAL PERIOD.

         As indicated in the Company's Form 10-K, the annual NATO revenue and
         expense each amounted to $2,981,750 per year, which equates to a
         monthly accrual of $248,479. The contract, as stated on page 24 of the
         Company's Form 10-K, expired in April 2002. The $993,917 of non-cash
         revenues and expenses recorded in 2002 equates to 4 months at $248,479
         per month. No revenue or expense was recorded after the expiration of
         the contract.

AUDIT FEES AND OTHER, PAGE 35
-----------------------------

         3. TELL US THE NATURE OF THE INCREASE IN AUDIT, REVIEW AND CONSULTING
FEES IN FISCAL 2004. FEES ASSOCIATED WITH THE AUDIT OR REVIEW OF YOUR FINANCIAL
STATEMENTS SHOULD BE DISCLOSED AS AUDIT FEES WHILE FEES RELATED TO INTERNAL
CONTROL REVIEW AND COMPLIANCE ARE REQUIRED TO BE DISCLOSED AS AUDIT RELATED
FEES. SEE ITEM 9(E)(1) OF SCHEDULE 14A. PLEASE ADVISE OR REVISE YOUR DISCLOSURES
ON PAGES 29 AND 35 OF FORM 10-K AND THE DEFINITIVE SCHEDULE 14A FILED ON APRIL
29, 2005.

         The increase in audit fees in fiscal 2004 resulted from our Independent
         Registered Public Accounting Firm, Ernst & Young LLP, incurring
         substantially more hours in fiscal 2004 than in fiscal 2003 as a result
         of the audit of management's assessment of internal control over
         financial reporting and the audit of the Company's internal control
         over financial reporting in compliance with the Sarbanes-Oxley Act of
         2002. In addition, the Ernst & Young billing rate per hour increased in
         fiscal 2004 as compared to fiscal 2003.

         As per our conversation with the Staff, the fees of the Company's
         Independent Registered Public Accounting Firm included under "Audit
         Fees" that relate to internal controls are solely for the audit of
         management's assessment of internal control over financial reporting
         and the audit of the Company's internal control over financial
         reporting and other regulatory matters related to compliance with the
         Sarbanes-Oxley Act of 2002. No fees of the Company's Independent
         Registered Public Accounting Firm relating to internal control reviews
         are included under "Audit Fees." Accordingly, the Company believes that
         it properly disclosed the fees of its Independent Registered Public
         Accounting Firm and, therefore, no amendment to the Company's Form 10-K
         or the Definitive Schedule 14A is necessary. The Company believes this
         presentation is supported by Release No. 333-8183 (FR-68).

                                       2
<PAGE>
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS, PAGE 42
-------------------------------------------------------
3.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, PAGE 44
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401(K) PLAN, PAGE 50
--------------------

         4. WE NOTE THAT YOU CONTRIBUTE COMMON SHARES TO YOUR 401(K) SAVINGS
PLAN. PLEASE TELL US WHY YOU HAVE NOT FILED A FORM 11-K FOR YOUR 401(K) SAVINGS
PLAN. SEE REGULATION 15(D) OF THE EXCHANGE ACT.

         With respect to the Company's contributions of its common shares to the
         Company's 401(k) Retirement Savings Plan, we note that the plan is a
         noncontributory plan as further explained below. Participants in the
         plan are not permitted to use their discretionary employee
         contributions in the plan to invest in the Company's common shares (or
         any other securities of the Company). Under the plan, the Company has
         the discretion to match employee contributions. If the Company
         determines in any particular year to match employee contributions, the
         Company has the option, at its discretion, to make the Company's
         matching contributions in the form of Company common shares. The plan
         does not permit any portion of employee contributions to be used to
         purchase Company common shares. In accordance with the Commission's
         policies set out in no-action letters, since participants are not
         permitted under the plan to invest any portion of their contributions
         in Company securities, no plan interests are created which would be
         considered securities (due to the exemption under Section 3(a)(2) of
         the Securities Act of 1933, as amended) and, accordingly, the plan is
         not required to be registered and no Form 11-K for the plan is
         required.

5.  ACQUISITIONS AND OTHER CAPITAL TRANSACTIONS, PAGE 55
--------------------------------------------------------

         5. PLEASE TELL US THE RESULTS OF YOUR INDEPENDENT VALUATION AND
ALLOCATION OF $4.1 MILLION OF EXCESS PURCHASE PRICE CONSIDERATION TO GOODWILL
AND OTHER DEFINITE LIVED INTANGIBLE ASSETS IN CONNECTION WITH THE ACQUISITION OF
STUDIO SYSTEMS, INC.

         The acquisition closed on July 1, 2004. The Company engaged a valuation
         firm which completed its work prior to the filing of the Company's Form
         10-Q report for the second quarter of 2005. The valuation firm
         determined the fair market value of certain identifiable intangible
         assets (customer lists, non-competition agreements and trademarks),
         which are being amortized over 3 years, as $670,099. Tangible assets
         were determined to be valued at an amount approximating their
         pre-acquisition book value. The remainder of the purchase price of
         $4,051,992 was allocated to goodwill.

9.  GOODWILL AND INTANGIBLES, PAGE 59
-------------------------------------

         6. PLEASE TELL US THE RESULTS OF YOUR ANNUAL GOODWILL IMPAIRMENT
ANALYSIS FOR YOUR INTERNET AD SALES REPORTING SEGMENT. IN YOUR RESPONSE INCLUDE
YOUR CALCULATION OF THE REPORTING UNIT'S ESTIMATED FAIR VALUE, THE METHODOLOGY
USED TO ASSIGN ASSETS AND LIABILITIES TO THE CARRYING VALUE OF THE REPORTING
UNIT AND THE RESULTS WHEN COMPARING THE ESTIMATED FAIR VALUE TO THE CARRYING
VALUE OF THE REPORTING UNIT. TELL US WHY THE BASIS USED TO MEASURE FAIR VALUE IS
THE MOST APPROPRIATE IN ESTIMATING THE REPORTING UNIT'S FAIR VALUE. WE MAY HAVE
FURTHER COMMENTS.

         After performance of an independent appraisal of the Internet Ad Sales
         Reporting Segment ("IAS"), it was determined that there was no
         impairment of goodwill. To determine the value of IAS, the independent
         appraiser reviewed three approaches to value, the Market, Asset and

                                       3
<PAGE>
         Income Approaches. Since IAS is a going concern and is not
         asset-intensive, the independent appraiser ultimately did not use the
         Asset approach. The calculations for the Market and Income Approaches
         are summarized below:

<TABLE>
<C>                                                     <C>                  <C>                  <C>

                                                               Value                 Weighting          Total
                                                               -----                 ---------          -----
         MARKET
         Value based on Comparable Mergers &                $59,735,130                  40%         $23,894,052
         Acquisitions

         INCOME
         Value based on Discounted Cash Flow                $14,151,040                  60%          $8,490,624
                                                                                        ----         -----------
                                                                                        100%         $32,384,676
                                                                                        ====         ===========
</TABLE>
         The Independent Appraiser applied weighting of 40% to the Mergers &
         Acquisitions and 60% to the Discounted Cash Flow values. The Mergers &
         Acquisitions result is an indicator of the values as of the valuation
         date (October 1, 2004) being placed on companies in the marketplace
         that are similar to IAS and the Discounted Cash Flow directly
         correlates to the future cash flows anticipated for IAS. The
         independent appraiser placed a higher weighting on the Discounted Cash
         Flow value since, in the appraiser's view, an arm's-length buyer would
         likely consider the Discounted Cash Flow value with greater weight than
         the Mergers & Acquisitions result.

         Set out below is an analysis of the fair value of total assets of IAS
         compared to the book value of its total assets as of October 1, 2004
         (the "Valuation Date"):

                           Internet Ad Sales Reporting Segment
                           -----------------------------------
<TABLE>
<C>                                                          <C>

         --------------------------------------------------- ---------------------

                                                                    (millions)
         --------------------------------------------------- ---------------------
         Total value                                                        $ 32.4
         --------------------------------------------------- ---------------------
         Add:  Current liabilities (excluding interest
               bearing debt)                                                   1.4
         --------------------------------------------------- ---------------------
         Fair value of total assets                                        $  33.8
         --------------------------------------------------- ---------------------
         Book value of total assets                                        $  23.4
                                                                           -------
         --------------------------------------------------- ---------------------
               Excess of fair value over book value                        $  10.4
                                                                           =======
         --------------------------------------------------- ---------------------
</TABLE>
          Based upon the above analysis, no impairment exists for IAS at the
          Valuation Date.

                                       4
<PAGE>
11.  DEBT, PAGE 60
------------------
CEO COMMITMENTS, PAGE 61
------------------------

         7. PLEASE TELL US AND DISCLOSE IN FUTURE FILINGS THE AMOUNT, IF ANY, OF
OUTSTANDING OBLIGATIONS UNDER THE COMMITMENT OF THE CEO AND VICE-CHAIRMAN AND
PRESIDENT AS OF YOUR MOST RECENT BALANCE SHEET DATE.

         The outstanding loan balance was zero as of December 31, 2004 and March
         31, 2005. As requested, the Company will include the outstanding
         balance of the commitment as of the most recent balance sheet date in
         future filings.

14.  OFFERING OF SECURITIES, PAGE 64
------------------------------------

         8. PLEASE TELL US HOW YOU DETERMINED $2.3 MILLION OF ESTIMATED FAIR
VALUE IN CANCELLED OPTIONS IS EQUAL TO THE FAIR VALUE OF 520,682 SHARES OF
RESTRICTED COMMON STOCK ISSUED ON JANUARY 2, 2002 CONSIDERING THE CLOSING PRICE
OF YOUR COMMON STOCK WAS $6.19 PER SHARE ON THAT DATE.

         The $2,280,587 value was determined based on the $4.38 closing market
         price per share on the date of the Exchange Agreement, December 14,
         2001. In addition, the required Board approval was obtained on the same
         date. The accounting justification for using December 14, 2001 as the
         measurement date was that as of that date the fair value of the options
         had been determined and all items necessary to establish a measurement
         date were met in accordance with Accounting Principles Board Opinion
         No. 25, "Accounting for Stock Issued to Employees." In future filings
         with this disclosure, the Company will include both the stock issuance
         date and the measurement date in order to provide the necessary
         computational information, as applicable.

         9. PLEASE TELL US HOW YOU ACCOUNTED FOR THE AMENDED EXERCISE PRICE OF
THE SERIES A WARRANT FROM $6.44 PER SHARE TO $5.25 PER SHARE.

         No accounting recognition was given to the amended exercise price of
         the Series A warrants. The fair value of the Series A warrants issued
         to three investors in connection with the Company's May 2001 sales of
         common stock, and the subsequent adjustment referred to in the comment,
         were not separately accounted for (i.e., their value was included in
         additional paid in capital).

         10. TELL US HOW YOU ACCOUNTED FOR THE ISSUANCE OF THE COMMON STOCK AND
WARRANTS ON FEBRUARY 13, 2004. IT APPEARS YOUR COMMON STOCK WAS TRADING AT A
VALUE OF $3.21 ON THE DATE OF ISSUANCE.

         The common stock and warrants issued on February 13, 2004 were sold
         pursuant to a purchase agreement dated February 9, 2004. The purchase
         price of the common stock and warrants, and