SecProbe.io

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      December 27, 2005

Mail Stop 6010

E. Morgan Skinner
Legacy Communications Corporation
210 N. 1000 East
St. George, Utah 84770
Re:	Legacy Communications Corporation
	Amendment No. 2 to Registration Statement on Form SB-2
	Filed December 5, 2005
	         File No. 333-125907
Dear Mr. Skinner:
      We have the following comments to your filing.  Where
indicated, we think you should revise your document 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 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.
Summary, page 1
1. In the table you present regarding future sales, please clarify
what you mean by "cost of completion," and explain, if true, that
that amount does not reflect all the costs you have incurred in
acquiring and developing that station.
2. We note your response to comment 2 from our letter dated
October
20, 2005.  Please accurately identify your agreement with
Lakeshore
Media as an option agreement instead of a "contract to sell two
radio
stations."  While it is true that you have a put, it appears that
your recourse in the event that the stations are not sold is to
keep
the deposit the option holder paid.

Financial Summary, page 5
3. Please tell us how you calculated your working capital deficit.
It appears that the amount would be $5,113,984. Please revise or
advise. This comment also applies to the disclosure in your risk
factors on page 6.
Transactions and Current Holdings, page 25
4. We note your response to our prior comment 14.  Expand the
disclosure to provide the information regarding the value of the
assets and stock exchanged, as stated in your response.

Pending Transactions, page 27
5. Given the recent amendment to the asset purchase agreement with
Bible Broadcasting, it appears that the purchase price has
increased
to $540,000.  Please revise or advise.
6. Please expand your disclosure about the agreement with
Lakeshore
Media to explain the terms of your put option and any restrictions
on
your ability to exercise the put.  Clarify, if true, that your
recovery in the event that the option holder does not purchase the
assets will be limited to the forfeit of the option fees by
Lakeshore
Media.  Also explain why the option agreement was amended.
Consolidated Balance Sheet as of September 30, 2005, page 65
7. Please revise to correct the errors contained in the balance
sheet.  For example, total other assets are $1,006,891, total
assets
are $1,602,690 and deferred consulting services are ($225,050).
Revise as necessary.

Undertakings page II-5
8. Please provide the form of undertakings required after December
1,
2005 pursuant to Item 512 of Regulation S-B.

Exhibits
9. Please file executed versions of your exhibits.  We note
Exhibits
10.17, 10.18 and 10.1 do not appear to have been executed.

Closing Comments
      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment 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.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the company may not assert staff comments and the declaration
of
effectiveness 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 connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.
      You may contact Dennis Hult at (202) 551-3618 or in his
absence, Angela Crane at (202) 551-3554, if you have questions
regarding comments on the financial statements and related
matters.
Please contact Jay Mumford at (202) 551-3637 or me at (202) 551-
3800
with any other questions.
      Sincerely,

							Peggy Fisher
							Assistant Director

cc:	Lawrence E. Wilson (by FAX)

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