SecProbe.io

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      July 12, 2005

Via Fax & U.S. Mail

Mail Stop 3561

Mr. Douglas A. Myers, Chief Executive Officer and President
CBD Media LLC
312 Plum Street, Suite 900
Cincinnati, Ohio 45202

Re: 	CBD Media LLC (the "Company")
      Form 10- K for the year ended December 31, 2004
      File No. 333-107783

Dear Mr. Myers:

      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.  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 any other aspect of
our
review.  Feel free to call us at the telephone numbers listed at
the
end of this letter.

Accounting Comments

Liquidity and Capital Resources

Indebtedness, page 21

1. In light of your significant leverage, we suggest that you
expand
your disclosure with respect to the financial ratios that you are
required to maintain under the terms of your senior credit
facility.
We note these ratios were modified in connection with the issuance
of
the senior notes by CBD Media Holdings, and that such ratios were
set
forth on page 81 of the Form S-4 registration statement relating
to
the senior notes.  Specifically, we suggest you add a table to
MD&A in
order to present the required ratios along with your actual ratios
for
at least the most recent period presented.  Any trends or
uncertainties that may affect your ability to maintain compliance
with
the required ratios, such as the scheduled decreases in the
required
leverage ratios, should also be discussed.

Contractual Obligations - page 23

2. Please revise the table of contractual obligations to present
interest amounts, which may be estimated (with appropriate
disclosure
of your assumptions), relating to your senior credit facility.
Also,
we suggest you show the principal and interest amounts related to
your
senior subordinated notes and senior credit facility separately
(in
the same manner that you show each of your purchase obligations
separately).

3. Assuming you intend to make distributions to CBD Media Holdings
in
order to provide the funds necessary to make scheduled payments of
interest in respect of the senior notes, please add a footnote to
the
table of contractual obligations setting forth the expected
payments.

Notes to Consolidated Financial Statements

Note 7 Long Term Debt - page F-12

4. The description of your "other" restrictive covenants includes
a
reference to fixed charge coverage.  However, in your description
of
the 2004 recapitalization on pages 21-22, you state that your
senior
credit facility has been amended to delete the requirement that
you
maintain a fixed charge coverage ratio.  Please revise, as
appropriate.

5. You state that, at December 31, 2004 and 2003, you were in
compliance with all restrictive covenants or you received waivers
for
events of non-compliance.  Please clarify whether your needed any
waivers and, if so, describe the nature of the non-compliance and
how
you expect to achieve compliance in the future.

* * * * *

       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 supplemental 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 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 filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; 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 filing or in response
to
our comments on your filing.

	You may contact Rob Perdue at (202) 551-3303 if you have
questions regarding comments on the financial statements and
related
matters.  Please contact me at (202) 551-3211 with any other
questions.

Sincerely,

							David R. Humphrey
							Branch Chief

Via Facsimile: Mr. John Schwing
		(513) 651-3842

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