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Susquehanna Media Co.

September 2, 2005

Securities and Exchange Commission

100 F Street, NE

Mail Stop 3561

Washington, D.C. 20549-3561

    Attention:

    Mr. Larry Spirgel, Assistant Director

    Division of Corporation Finance

    RE:

    Susquehanna Media Co. (“Media”)

    Form 10-K for Fiscal Year Ended December 31, 2004

    Form 10-Q for Fiscal Quarter Ended March 31, 2005

    File No. 333-80523

Dear Mr. Spirgel:

Following is our response to the letter of the staff (the “Staff”) of the Securities and Exchange
Commission (“SEC”) dated August 9, 2005 concerning the above referenced filings. We have repeated
the Staff’s comments from the August 9, 2005 letter and reflected our response immediately
following each item.

Form 10-K for the Fiscal Year Ended December 31, 2004

Consolidated Statements of Cash Flows, page 50

    1. It is unclear why Radio Employee Stock Plan transactions are adjustments to come to cash
flows from financing activities as opposed to cash flows from operating activities. Please
advise or revise.

    Response:

    Radio Employee Stock Plan transactions are included in cash flows from financing activities
since they represent a change in the capital structure of Susquehanna Radio Corp., a Media
subsidiary. SFAS 95 par. 20 cites payments to owners to reacquire outstanding equity
instruments as a financing activity. The share price for both sales and repurchases is based
on fair value as determined by the annual independent ESOP valuation performed for Susquehanna
Pfaltzgraff Co., Media’s corporate parent. Media believes that since the annual independent
valuation is an indication of fair value, no compensation must be recognized on the sale or
repurchase of Radio Employee Stock Plan shares. Since no compensation expense is recognized,
Media believes it would be inappropriate to classify these transactions as cash flows from
operating activities.

Property Plant and Equipment, page 5l

    2. Refer to your statement that “(t)he timing of any asset retirement obligations is not
estimable.” Revise your disclosure to clarify whether your accounting treatment for asset
retirement obligations is in accordance with SFAS 143.

    Response:

    Some cable franchises contain provisions that may require Media to remove its equipment if a
franchise is not renewed. Media expects to successfully renew its existing franchises
continually and, accordingly, has categorized its cable franchise values as indefinite-lived
intangible assets. To date, Media has not failed to renew a cable franchise. Media believes
the probability that it would ever be required to incur a significant cost to remove its
equipment from any particular franchise area is remote. In the unlikely event of an indication
that a franchise might not be renewed, Media would recognize an estimated liability for the
costs to remove affected assets.

    In conclusion, Media believes the fair value and timing of any asset retirement obligation is
not estimable as of the date of the report. It is requested that only future disclosures be
changed to read:

    “The fair value and timing of any asset retirement obligations are not estimable in the
foreseeable future. Some cable franchises contain provisions that may require Media to
remove its equipment if a franchise is not renewed. Cable expects to successfully renew
its franchises continually and accordingly has categorized its cable franchise values as
indefinite-lived intangible assets. Media believes the probability that it would ever be
required to incur a significant cost to remove its equipment from a franchise area is
remote. In the unlikely event of an indication that a franchise might not be renewed, an
estimated liability for the costs to remove affected assets would be recognized.”

Significant Accounting Policies, page 51

    Principles of Consolidation, page 51

    3. Clarify your consolidation policies with respect to the 50% owned partnership and advise us.
It appears, as the general partner, you should be consolidating the partnership consistent with
the guidance in paragraph 9 of SOP 78-9. Refer also to EITF Issue Nos. 98-6 and 04-5.

    Response:

    The general partnership described in Note 1 has two general partners, each owning 50% of
the partnership. Neither partner has a controlling interest nor is either partner a
sole manager. There are no limited partners in the partnership (SOP 78-9). Both EITF
Issue Nos. 98-6 and 04-5 deal with

    circumstances where there is a single general partner in a limited partnership. We
believe Media has properly accounted for this partnership by using the equity method.
Media proposes to amplify this disclosure prospectively.

Valuation of Long-Lived and Indefinite-Lived Intangible Assets, page 51

    4. It is unclear how the centralization of the management of your cable business is sufficient
justification for aggregating indefinite lived cable assets for purposes of testing impairment.
In light of the fact that your cable business is operated in six distinct states, with unique
economic and regulatory issues, we question how these assets are essentially inseparable from
one another. It appears to us, while you may be marketing as a single brand; all but one of
the EITF 02-7 paragraph 4 indicators that indefinite-lived intangible assets should not be
combined are present in your cable business. Please revise your policy or explain to us
reasonable basis for your conclusions. In your response, please fully explain your
consideration of each indicator identified in paragraph 4 of EITF 02-7.

    Response:

    EITF 02-7 paragraph 4 acknowledges that a determination of whether indefinite-lived intangible
assets should be aggregated as a single unit of accounting for impairment testing is a matter
of judgment that depends on the relevant facts and circumstances. Four indicators are listed
that might support combining two or more indefinite-lived assets as a single unit of accounting
for impairment testing purposes.

    •

    "The intangible assets were purchased in order to construct or enhance a single asset
(that is, they will be used together).” Media’s cable operations were purchased to be
used together. In each service area, cable services are provided under the SusCom name.
Service areas share common technical architecture, terms of service, common programming
and service offerings wherever practicable. Decisions on service offerings, pricing,
promotions, equipment and customer service policies are made centrally for all service
areas. Most cable customers deal with our centralized customer service center in York,
Pennsylvania. Billing functions, accounting and management are centralized.

    •

    "Had the intangible assets been acquired in the same acquisition they would have been
recorded as one asset.” Indefinite-lived intangible cable assets acquired in the same
acquisition are generally recorded as one asset. Media has historically recorded multiple
cable franchises acquired in an acquisition as a unit.

    •

    "The intangible assets as a group represent the highest and best use of the assets (for
example, they yield the highest price if sold as a group). This may be indicated if (a)
it is unlikely that a substantial portion of the assets would be sold separately or (b)
the sale of a substantial portion of the intangible assets individually would result in a
significant reduction in the fair value of the remaining assets as a group.” The value of
Media’s cable business is maximized by maximizing revenues and sharing costs over a wide
revenue base. By

    standardizing and centralizing technical specifications, programming offerings, promotions,
pricing, branding and customer services, Media can increase the quality of its services and
reduce operating costs. Since reduced costs increase profitability, the business’s value
is enhanced. If a portion of the business (cable franchises) were transferred to a buyer,
significant costs would be allocable to less revenue and the overall value of the business
would decrease. It should also be noted that, as disclosed by Media on April 20, 2005,
Media is exploring the potential sale of its Cable and Radio businesses. The cable business is expected to sell as one unit.

    •

    "The marketing or branding strategy provides evidence that the intangible assets are
complementary, as that term is used in paragraph A16 of Statement 141.” SusCom is the
branded cable service offered in each location. Media derives significant advantages from
a single branding compared to differentiated branding in each service location. Media has
one website for all of its cable locations (www.suscom.com). Wherever possible,
technological and operating expertise is leveraged over the maximum number of customers.

    Media’s cable business is regulated primarily by the Federal Communications Commission.
Although municipalities may grant cable franchises of varying terms or establish certain
localized regulations, Media’s cable operations are overwhelmingly regulated by federal law,
which sets the standards that cable franchisors must follow. In addition, any economic
differences across Media’s cable service areas do not significantly impact the manner in which
Media operates its cable assets.

    EITF 02-7 para. 4 also sets forth indicators where indefinite-lived assets should not be
combined into a single unit of accounting for impairment testing purposes. These indicators
are converses of the indicators to combine indefinite-lived assets, except for the generation
of cash flows by each asset independent of other intangible assets. Example 2 in EITF 02-7
describes a company that sells vacuum cleaners in three countries under a known trade name. A
parallel may be drawn to SusCom that offers similar branded cable services in multiple
locations (within a single country). The example concludes that the intangible assets are
properly combined into a single unit of accounting for impairment testing purposes. SFAS 144
asset groupings are discussed in Media’s response to the next comment.

    5. Disclose and explain to us how you group your long-lived assets in accordance with paragraph
10 of SFAS No. 144 for purposes of recognition and measurement of impairment loss.

    Response:

    Media groups its long-lived assets at the lowest level for which identifiable cash flows are
largely independent of the cash flows of other groups of assets and liabilities. The only
material long-lived assets are intangible assets and property, plant and equipment.

    For Radio, the level at which cash flows are largely independent from other asset groups is at
a radio market level (cluster). While radio’s centralized upper management and engineering has
an impact on each market, a market cluster’s cash flows are not substantially affected by cash
flows of other market clusters.

    In contrast to Radio, Cable makes every effort to integrate assets dedicated to providing cable
service across its business. The Cable business would ideally be a network radiating from a
single point providing services directly to each subscriber. Common services and content are
delivered to subscribers wherever possible, programming is purchased in bulk, branding of
services is identical, marketing, accounting and engineering are centralized functions. Media
believes that due to the level of integration in its cable business, cash flows in a service
area are not independent of assets and liabilities of other service areas and the substantial
centralized business functions. Recently, Media’s parent decided to explore the potential sale
of Media’s businesses. Cable is being offered for sale as a single business, reflecting its
highest value.

Cable Performance Share plan, page 61

    6. It is unclear whether the entire obligation for this plan is classified in Other
Liabilities as non current. Clarify whether current and non current portions of your
obligation for this plan are segregated on your balance sheet. If not, tell us how you
determined that you have no current obligation under this plan.

    Response:

    The liability for the Cable Performance Share Plan (“Plan”) is classified as non-current. The
Plan provides for normal payment only on retirement, death or disability. As of December 31,
2004, there were no participants eligible for payment within the next twelve months under these
criteria. In addition, as of December 31, 2004, Media had no expectation of making any
payments under the Plan in 2005. Significant payouts may be deferred, at the Company’s sole
option, over a three year period. A committee may, at its sole discretion and for the
Company’s benefit, decide to make payments to terminated employees sooner than normally
permitted.

    Segments, page 64

    7. Refer to page 37 where you discuss the “Valuation of Long-Lived and Indefinite-Lived
Intangible Assets". We note that you evaluate your Radio segment indefinite-lived
intangibles for impairment at the market cluster level. Tell us how you applied the guidance of
SFAS 131 in determining your market clusters are not reportable segments. Also tell us how you
determined that the geographic regions within your Cable segment are not reportable segments.
If you have aggregated two or more operating segments

    into a reportable segment, tell us how you evaluated the criteria in paragraph 17 of SFAS 131.

    Response:

    A radio market cluster provides radio broadcasting to a geographic area. Except for the
geographic area served, radio market clusters are extremely similar. Paragraph 17 allows
aggregation where similarities exist in each of the following areas:

    a. The nature of the products and services – Radio market clusters broadcast radio programming
and events, sell advertising and provide valuable services in a substantially identical manner.

    b. The nature of the production processes – The process for broadcasting radio signals is
identical for all AM stations and for all FM stations.

    c. The type or class of customer for their products and services – Each market cluster
provides programming and entertainment to its listeners who are described in demographic terms
and provides advertising and promotion opportunities to broad classes of businesses.

    d. The methods used to distribute their products or provide their services  — See b. above.

    e. If applicable, the nature of the regulatory environment, for example, banking,
insurance, or public utilities – The Federal Communications Commission (“FCC”) is the
regulator/licensor of radio stations in the United States of America. All Media’s radio
stations are located in the United States.

    Cable’s goal is to function as a unit providing each customer with his/her desired programming
without respect to the customer’s location. Except for the geographic area served, cable
systems are extremely similar. Paragraph 17 allows aggregation where similarities exist in
each of the following areas:

    a. The nature of the products and services – Cable customers (subscribers) receive
substantially the same cable services. Subscribers in the Carmel, New York area are offered
telephony services. Plans are in place to offer telephone services in other areas.

    b. The nature of the production processes – The process for providing services to cable
subscribers is similar in all locations.

    c. The type or class of customer for their products and services – There is no substantial
difference between the type or class of customer in any service area.

    d. The methods used to distribute their products or provide their services  — See b. above.

    e. If applicable, the nature of the regulatory environment, for example, banking, insurance, or
public utilities – The Federal Communications Commission (“FCC”) is the regulator of cable
television services in the United States of America. While franchises are granted by local
municip