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 Holdings LLC
312 Plum Street, Suite 900
Cincinnati, Ohio 45202

Re: 	CBD Media Holdings LLC (the "Company")
      Form 10- K for the year ended December 31, 2004
      File No. 333-121185

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

Management`s Discussion and Analysis

Liquidity and Capital Resources

Liquidity, page 23

1. We note that your ability to make payments on the senior notes
is
subject to CBD Media`s continuing compliance with it senior credit
facility, which requires the maintenance of certain financial
ratios.
Accordingly, we suggest you expand your disclosure with respect to
these financial ratios since they directly impact your ability to
service your indebtedness.  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 CBD Media`s 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 25
2. Please revise the table of contractual obligations to present
interest amounts, which may be estimated (with appropriate
disclosure
of your assumptions), relating to the senior credit facility.
Also,
we suggest you show the principal and interest amounts related to
the
senior notes, senior subordinated notes and senior credit facility
separately (in the same manner that you show each of your purchase
obligations separately).

Consolidated Financial Statements

Note 7 - Long-Term Debt, page F-12

3. The description of your "other" restrictive covenants includes
a
reference to fixed charge coverage.  However, at the bottom of
page
22, you state that CBD Media`s senior credit facility has been
amended
to delete the requirement to maintain a fixed charge coverage
ratio.
Please revise, as appropriate.
4. 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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