SecProbe.io

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Mail Stop 0407

      							October 24, 2005

Via U.S. Mail and Fax
Mr. Sean Stover
Chief Financial Officer
Nextmedia Operating, Inc.
6312 S. Fiddlers Green Circle
Suite 360E
Greenwood Village, Colorado 80111

	RE:	Nextmedia Operating, Inc.
		Form 10-K for the fiscal year ended December 31, 2004
		File No. 333-84416

Dear Mr. Stover:

      We have reviewed your filing and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and do not intend to expand our review to
other
portions of your documents.  Where indicated, we think you should
revise your documents 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 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

Item 8. Financial Statements and Supplementary Data

6. Intangible Assets, page F-13

1. We note that you are not recording depreciation for your
Advertising permits.  Please tell us the factors used in
determining
that these assets are indefinite life assets under paragraph 11 of
SFAS 142.

2. Describe in detail your impairment test for advertising
permits.
Include a discussion of the cash flows, assumptions, and
methodology
used.

Form 10-Q for the quarterly period ended June 30, 2005

Item 4. Controls and Procedures, page 22
3. We note your disclosure that "[t]here have been no significant
changes in the Company`s internal controls or in other factors
that
could significantly affect internal controls subsequent to this
evaluation."  Item 308(c) of Regulation S-K requires the
disclosure
of any change in your internal control over financial reporting
identified in connection with an evaluation thereof that occurred
during the quarterly period ended June 30, 2005 that has
materially
affected, or is reasonably likely to materially affect, your
internal
control over financial reporting.  Please confirm for us
supplementally that there was no change in your internal control
over
financial reporting that occurred during your fourth fiscal
quarter
in 2003 and the quarters ended March 31, 2004 and June 30, 2004
that
has materially affected, or is reasonably likely to materially
affect, your internal control over financial reporting, and
provide
the disclosure required by Item 308(c) of Regulation S-K in future
filings.

*    *    *    *

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  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 file your response on EDGAR.
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
Exchange Act of 1934 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.

	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 Michael Henderson, Staff Accountant, at
(202)
551-3364 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. Sean Stover
Nextmedia Operating, Inc.
October 24, 2005
Page 3

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

         DIVISION OF
CORPORATION FINANCE

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