SecProbe.io

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                            TRIPLE CROWN MEDIA, INC.
                              546 EAST MAIN STREET
                            LEXINGTON, KENTUCKY 40508

October 21, 2005

VIA ELECTRONIC TRANSMISSION
AND OVERNIGHT COURIER

Larry Spirgel, Esq.
Assistant Director
United States Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549-0406

Re: Triple Crown Media, Inc.
    Registration Statement on Form S-4, File No. 333-128720

Dear Mr. Spirgel:

Reference is made to the comments of the Staff of the Securities and Exchange
Commission (the "Commission") with respect to the above referenced Registration
Statement on Form S-4 (the "Registration Statement") of Triple Crown Media,
Inc., a Delaware corporation (the "Company" or "TCM"), in your letter dated
October 14, 2005 (the "Comment Letter").

In accordance with the telephone conversation between the Staff and counsel for
Bull Run Corporation held on October 19, 2005, we have filed Amendment No. 1 to
the Registration Statement today with the Commission. I am writing to respond to
the comments of the Staff and to indicate the changes that have been made in the
Registration Statement. Eight clean copies of the Registration Statement,
without exhibits and eight marked courtesy copies are enclosed for your
reference. The marked copies show the changes since the filing of the
Registration Statement on September 13, 2005.

For your convenience, your comments are set forth in this letter, followed by
our responses.

General

1.   We note that you are using the Form S-4 to register the shares to be issued
     upon consummation of the spin-off and the merger. Please note that Form S-1
     (or Form S-3 if eligible) is the appropriate form for the issuance of the
     shares in the spin-off. Accordingly, please file all subsequent amendments
     on a joint Form S-1/S-4.

     WE WILL FILE ALL SUBSEQUENT AMENDMENTS ON A JOINT FORM S-1/FORM S-4.

<PAGE>

Larry Spirgel, Esq.
Securities and Exchange Commission
October 21, 2005
Page 2

Prospectus Cover Page/Letter to Bull Run Shareholders

2.   Please state in both the letter to Bull Run Shareholders and the letter to
     the Gray shareholders the total number of TCM shares currently expected to
     be issued under the proposed merger, as required by Item 501(b)(2) of
     Regulation S-K.

     WE HAVE REVISED THE REGISTRATION STATEMENT TO STATE IN BOTH THE LETTER TO
     BULL RUN SHAREHOLDERS AND THE LETTER TO GRAY SHAREHOLDERS THE TOTAL NUMBER
     OF TCM SHARES CURRENTLY EXPECTED TO BE ISSUED UNDER THE PROPOSED MERGER.

3.   Please disclose prominently in both letters to shareholders the value of
     the merger consideration Bull Run shareholders will receive is currently
     unknown and disclose the approximate percentage of TCM that the Gray
     shareholders and Bull Run shareholders will own after the merger is
     completed. Please also disclose the $40 million that TCM will pay to Gray.

     WE HAVE REVISED THE REGISTRATION STATEMENT TO DISCLOSE PROMINENTLY IN BOTH
     LETTERS TO SHAREHOLDERS THAT THE VALUE OF THE MERGER CONSIDERATION BULL RUN
     SHAREHOLDERS WILL RECEIVE IS CURRENTLY UNKNOWN AND THE APPROXIMATE
     PERCENTAGE OF TCM THAT THE GRAY SHAREHOLDERS AND BULL RUN SHAREHOLDERS WILL
     OWN AFTER THE MERGER IS COMPLETED. WE HAVE ALSO DISCLOSED THE $40 MILLION
     THAT TCM WILL PAY TO GRAY IN CONNECTION WITH THE SPIN-OFF.

4.   Please revise to clearly indicate that the proxy statement and form of
     proxy are preliminary copies. See Rule 14a-6(e)(1).

     WE HAVE REVISED THE REGISTRATION STATEMENT TO INDICATE THAT THE PROXY
     STATEMENT AND FORM OF PROXY ARE PRELIMINARY COPIES.

5.   Your description of the transaction is overly mechanical. Please revise to
     explain the business of TCM following the spin-off using clear, everyday
     language.

     WE HAVE REVISED THE REGISTRATION STATEMENT TO REVISE THE DESCRIPTION OF THE
     TRANSACTION AND TO EXPLAIN THE BUSINESS OF TCM FOLLOWING THE SPIN-OFF.

6.   In the paragraph where you disclose that certain directors, officers and
     shareholders have interests that are different from the interests of other
     Bull Run shareholders, please also disclose the positions that Messrs.
     Robinson, Prather and Howell have with each company. Please similarly
     disclose this in Gray Television's letter to its shareholders. Please also
     disclose in this letter the percent of Bull Run's common stock and each
     class of preferred stock that the executive officers and directors own as a
     group. Please also disclose that they have orally agreed to vote in favor
     of the Merger Agreement and that, as a result, the officers and directors
     are able to approve the Merger Agreement and the merger without the
     affirmative vote of any other shareholder of Bull Run.

<PAGE>

Larry Spirgel, Esq.
Securities and Exchange Commission
October 21, 2005
Page 3

     WE HAVE REVISED THE REGISTRATION STATEMENT TO ADD ADDITIONAL DISCLOSURE
     REGARDING THE CONFLICTS OF INTERESTS, AMOUNT OF SECURITIES OWNED AND THE
     ORAL AGREEMENT OF THE OFFICERS AND DIRECTORS TO VOTE IN FAVOR OF THE MERGER
     AGREEMENT.

Bull Run Corporation Notice of Special Meeting of Shareholders

7.   We note your disclosure that "[y]our vote is very important." Please tell
     us in your response letter and clarify in your letter to shareholders why
     the vote of Bull Run's shareholders is important given that the officers
     and directors of Bull Run can approve the merger without the affirmative
     vote of any other Bull Run shareholder. For example, in the event that a
     significant number of unaffiliated Bull Run shareholders vote to not
     approve the merger, would Bull Run consider requesting revised terms of the
     proposed merger?

     WE HAVE REVISED THE REGISTRATION STATEMENT TO DELETE THE REFERENCE TO
     "[Y]OUR VOTE IS VERY IMPORTANT."

Questions and Answers, page 1

8.   This section is too long and overwhelms the forefront of your document. The
     purpose of this section should be to anticipate likely questions regarding
     the transaction, not to summarize the transaction. Compare the Q&A with
     your summary and remove the repetitive disclosure from the Q&A unless the
     information is what one would typically expect a shareholder to inquire
     about.

     WE HAVE REVISED THE Q&A SECTION OF THE REGISTRATION STATEMENT IN RESPONSE
     TO THE STAFF'S COMMENT.

9.   Add a Q&A entitled "Why does the Bull Run board of directors want
     shareholders to vote on the transaction since the transaction will be
     approved by insiders?"

     WE HAVE REVISED THE REGISTRATION STATEMENT TO ADD A NEW Q&A IN RESPONSE TO
     THE STAFF'S COMMENT.

Summary, page 13

The Companies, page 13

10.  In your brief discussion of Bull Run's and Gray's businesses, please note
     their current financial condition, including revenues and net income or
     losses for both companies for fiscal 2004.

     WE HAVE REVISED THE REGISTRATION STATEMENT TO DISCLOSE THE CURRENT
     FINANCIAL CONDITION, INCLUDING REVENUES AND NET INCOME OR LOSSES FOR BOTH
     GRAY AND BULL RUN FOR FISCAL 2004.

<PAGE>

Larry Spirgel, Esq.
Securities and Exchange Commission
October 21, 2005
Page 4

The Merger, page 16

Conditions, page 19

11.  We note your disclosure that each of the conditions can be waived. Disclose
     whether it is the Bull Run board's intent to resolicit shareholder approval
     of the merger if either party waives material conditions. Note our position
     that resolicitation is generally required when companies waive material
     conditions to a merger.

     WE HAVE REVISED THE REGISTRATION STATEMENT TO STATE THAT IN THE EVENT THAT
     A MATERIAL CONDITION TO THE MERGER IS WAIVED BY ONE OF THE PARTIES TO THE
     MERGER AGREEMENT, THE BULL RUN BOARD OF DIRECTORS DOES NOT INTEND TO
     RESOLICIT SHAREHOLDER APPROVAL OF THE MERGER. AS PREVIOUSLY DISCLOSED, THE
     OFFICERS AND DIRECTORS OF BULL RUN BENEFICIALLY OWN A SUFFICIENT NUMBER OF
     SHARES OF BULL RUN COMMON STOCK AND BULL RUN PREFERRED STOCK TO APPROVE THE
     MERGER WITHOUT THE AFFIRMATIVE VOTE OF ANY OTHER BULL RUN SHAREHOLDER.
     THESE OFFICERS AND DIRECTORS HAVE ORALLY INDICATED TO BULL RUN'S MANAGEMENT
     THAT THEY INTEND TO VOTE THEIR SHARES OF BULL RUN CAPITAL STOCK IN FAVOR OF
     THE MERGER. ACCORDINGLY, THE BULL RUN BOARD OF DIRECTORS BELIEVES THAT ANY
     RESOLICITATION WOULD BE MEANINGLESS INSOFAR AS IT WOULD HAVE NO EFFECT ON
     THE ULTIMATE OUTCOME OF THE SHAREHOLDER VOTE. AS INDICATED IN THE REVISED
     DISCLOSURE IN RESPONSE TO COMMENT #9, THE BULL RUN BOARD OF DIRECTORS IS
     SEEKING SHAREHOLDER APPROVAL TO DETERMINE WHETHER THE PUBLIC SHAREHOLDERS
     AGREE WITH THE DETERMINATION REACHED BY THE BULL RUN SPECIAL COMMITTEE AND
     THE BULL RUN BOARD OF DIRECTORS AND TO DETERMINE WHETHER MANAGEMENT WILL
     HAVE THE SUPPORT OF THE PUBLIC SHAREHOLDERS ON A GOING-FORWARD BASIS.
     CONSISTENT WITH THEIR FIDUCIARY DUTIES, ANY DECISION BY THE BULL RUN BOARD
     OF DIRECTORS TO WAIVE A MATERIAL CONDITION TO THE MERGER WILL ONLY BE MADE
     AFTER A DETERMINATION BY THE BULL RUN SPECIAL COMMITTEE OF WHAT WOULD BE IN
     THE BEST INTERESTS OF THE BULL RUN SHAREHOLDERS.

Comparative Historical and Pro Forma Per Share Data, page 29

12.  Please refer to the last paragraph. We are unable to locate the pro forma
     equivalent per share data. Revise or advise.

     WE HAVE REVISED THE REGISTRATION STATEMENT TO DISCLOSE THE PRO FORMA
     EQUIVALENT PER SHARE DATA.

Risk Factors, page 32

13.  Ensure that each caption clearly reflects the risk that you discuss in the
     text. Many of your risk factors either state a fact or uncertainty or
     merely allude to a risk. Others do not accurately describe the risk being
     discussed. See, for example:

          -    The deal-protection provisions of the Merger Agreement . . .,
               page 33

<PAGE>

Larry Spirgel, Esq.
Securities and Exchange Commission
October 21, 2005
Page 5

          -    At the time of the spin-off Gray creditors may attempt . . .,
               page 33

          -    Certain directors, officers and shareholders of Gray . . ., page
               33

          -    TCM's advertising revenue is subject to seasonal fluctuations,
               page 35

          -    TCM operates in highly competitive industries, page 35

          -    TCM's results of operations are dependent upon the price . . .,
               page 36

          -    TCM's development of new publications for its markets . . ., page
               37

          -    TCM will be required to evaluate its goodwill and FCC licenses .
               . ., page 38

          -    TCM is subject to environmental laws and regulations, page 38

          -    Bull Run's business is very competitive and some of its
               competitors . . ., page 40

          -    Bull Run is subject to environmental laws and regulations, page
               41

          -    The Newspaper Publishing Business and the GrayLink Wireless . .
               ., page 41

          -    TCM will increase its leverage as a result of the Refinancing,
               page 43

     These are only examples. Revise throughout to succinctly state in your
     caption the particular risk that results from the uncertainty, and tailor
     the caption to reflect the particular risk to you or potential investors.

     WE HAVE REVISED THE CAPTIONS IN THE RISK FACTORS SECTION OF THE
     REGISTRATION STATEMENT TO CLEARLY REFLECT THE RISK THAT WE DISCUSS IN THE
     TEXT.

TCM's business, financial condition and results of operations . . ., page 32

14.  Disclose the several existing material contracts of Bull Run that require
     consent and quantify how much revenue these contracts represent.

     UPON FURTHER REFLECTION, BULL RUN HAS DETERMINED THAT THIS RISK FACTOR IS
     NOT APPLICABLE. BULL RUN HAS ONLY ONE REVENUE-GENERATING MATERIAL CONTRACT
     THAT WILL REQUIRE THIRD PARTY CONSENT IN CONNECTION WITH THE MERGER, AND
     THE TOTAL ANNUAL REVENUE CURRENTLY DERIVED FROM THIS CONTRACT IS
     $1,000,000. THEREFORE, EVEN IF CONSENT TO THE MERGER IS WITHHELD WITH
     RESPECT TO THIS CONTRACT, TCM'S FINANCIAL

<PAGE>

Larry Spirgel, Esq.
Securities and Exchange Commission
October 21, 2005
Page 6

     CONDITION AND RESULTS OF OPERATIONS SHOULD NOT BE MATERIALLY IMPACTED. AS A
     RESULT, THIS RISK FACTOR HAS BEEN DELETED.

Gray and Bull Run will incur substantial expenses . . ., page 32

15.  Quantify these expenses for each of Gray and Bull Run.

     WE HAVE REVISED THE REGISTRATION STATEMENT TO DISCLOSE THE EXPENSES FOR
     GRAY AND BULL RUN.

Failure to complete the merger . . ., page 33

16.  Please expand your disclosure to address why the failure to complete the
     merger could cause Bull Run's stock price to decline.

     WE HAVE REVISED THE REGISTRATION STATEMENT TO ADDRESS WHY THE FAILURE TO
     COMPLETE THE MERGER COULD CAUSE BULL RUN'S STOCK PRICE TO DECLINE.

Certain directors, officers and shareholders of Gray, TCM and Bull Run . . .,
page 33

17.  Please expand your disclosure to briefly describe these interests and
     clarify the risk to investors.

     WE HAVE REVISED THE REGISTRATION STATEMENT TO EXPAND THE DISCLOSURE AND
     CLARIFY THE RISK TO INVESTORS UNDER THIS RISK FACTOR.

TCM depends on the economics and demographics . . ., page 35

18.  Disclose the geographic areas where TCM operates. Also, if certain
     geographical areas have had recent economic downturns, please consider
     describing how your business has been impacted.

     WE HAVE REVISED THE REGISTRATION STATEMENT TO DISCLOSE THE GEOGRAPHIC AREAS
     WHERE TCM OPERATES. THERE HAVE BEEN NO SIGNIFICANT ECONOMIC DOWNTURNS IN
     ANY OF THESE MARKETS DURING THE PAST 10 YEARS.

TCM's advertising revenue is subject to seasonal fluctuations, page 35

19.  Disclose the percent of TCM's 2004 advertising revenue that was
     attributable to the fourth quarter.

     WE HAVE REVISED THE REGISTRATION STATEMENT TO DISCLOSE THE PERCENTAGE OF
     TCM'S 2004 ADVERTISING REVENUE THAT WAS ATTRIBUTABLE TO THE FOURTH QUARTER.

<PAGE>

Larry Spirgel, Esq.
Securities and Exchange Commission
October 21, 2005
Page 7

TCM operates in highly competitive markets, page 35

20.  Disclose the markets where TCM's newspapers and other publications are
     located. Also, disclose the competitor that is referenced and the three
     newspaper markets where this competitor also operates.

     WE HAVE REVISED THE REGISTRATION STATEMENT TO DISCLOSE THE MARKETS WHERE
     TCM'S NEWSPAPERS AND OTHER PUBLICATIONS ARE LOCATED, AND THE IDENTITY OF
     THE COMPETITOR IN THREE OF TCM'S NEWSPAPER MARKETS.

The FTC's "do not call" rule may adversely affect TCM's ability . . ., page 37

21.  Please describe how the "do not call" rule has impacted your telephone
     marketing efforts.

     AFTER FURTHER CONSIDERATION, WE HAVE REVISED THE REGISTRATION STATEMENT TO
     DELETE THE RISK FACTOR REGARDING THE FTC'S "DO NOT CALL" RULE. AFTER THE
     RULE BECAME EFFECTIVE, TCM ADJUSTED ITS MARKETING STRATEGIES, AND TCM DOES
     NOT BELIEVE THAT THE RULE HAS A CONTINUING NEGATIVE EFFECT ON ITS BUSINESS.

Advances in technology could enable TCM's competitors . . ., page 38

22.  Describe to the extent that TCM's competitors have introduced new
     technology and lowered prices.

     WE HAVE REVISED THE REGISTRATION STATEMENT TO DISCLOSE THAT CELLULAR
     TELEPHONE COMPANIES HAVE ADDED TEXT MESSAGING CAPABILITIES, AND ALTHOUGH
     TEXT MESSAGING FOR CELLULAR PHONES HAS BEEN AROUND FOR SEVERAL YEARS WITH
     LITTLE IMPACT ON THE PAGING BUSINESS, IT COULD HAVE AN IMPACT ON OUR
     BUSINESS IN THE FUTURE. WE ARE NOT AWARE OF ANY SIGNIFICANT INVESTMENTS IN