SecProbe.io

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

November 10, 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 (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 November 1, 2005 (the "Comment Letter").

We have filed Amendment No. 2 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 Amendment No. 1 to the Registration Statement on October 21,
2005.

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

Risk Factors, page 30

1.       Please refer to prior comment 13 and revise the following risk factor
         headings so that the specific risk that results from the uncertainty is
         clear:

         TCM's advertising revenue is subject to seasonal fluctuations . . .,
         page 34
         TCM operates in the newspaper and wireless industries . . ., page 34;
         TCM may be required to take an impairment charge . . ., page 37; and
         After the separation, certain members of management . . ., page 41
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Larry Spirgel, Esq.
Securities and Exchange Commission
November 10, 2005
Page 2

         WE HAVE REVISED THE REGISTRATION STATEMENT IN RESPONSE TO THE STAFF'S
         COMMENT. IN ADDITION, UPON FURTHER REFLECTION, TCM HAS DETERMINED THAT
         THE RISK FACTOR REGARDING SEASONAL FLUCTUATIONS IN TCM'S ADVERTISING
         REVENUE IS NOT APPLICABLE. IN 2004, APPROXIMATELY 27% OF TCM'S
         ADVERTISING REVENUE WAS DERIVED IN THE FOURTH QUARTER AND 23% OF TCM'S
         ADVERTISING REVENUE WAS DERIVED IN THE FIRST QUARTER. THE SECOND AND
         THIRD QUARTER OF 2004 EACH ACCOUNTED FOR 25% OF TCM'S ADVERTISING
         REVENUE. THE PERCENTAGE OF REVENUE EARNED IN THE FOURTH AND FIRST
         QUARTER OF 2003 AND 2002 IS CONSISTENT WITH THE PERCENTAGES EARNED IN
         THE FOURTH AND FIRST QUARTER OF 2004. BASED UPON THE FOREGOING, TCM
         DOES NOT BELIEVE THAT SEASONAL FLUCTUATIONS ARE A MATERIAL RISK TO TCM.

2.       You provide generic conclusions in both the heading and text of several
         of the risk factors you have revised, stating that, if those risks
         materialize, they may have an adverse effect on your "financial
         condition and results of operations." See, for example, "TCM's
         inability to obtain an adequate supply of newsprint . . ." on page 35,
         "TCM may incur significant capital and operating expenditures . . ." on
         page 37 and "Bull Run may incur significant capital and operating
         expenditures . . ." on page 40. This often does not represent
         meaningful disclosure. Instead, we encourage you to replace this
         language in both the headings and text of your risk factors with
         specific disclosure of the possible affect upon your operating results,
         business, profits, share price, sales, etc. See Item 503(c) of
         Regulation S-K.

         WE HAVE REVISED THE REGISTRATION STATEMENT IN RESPONSE TO THE STAFF'S
         COMMENT.

The Merger, page 52

Background of the Merger, page 53

3.       We note your disclosure that the July 15 term sheet proposed the
         exchange of cash advances by Mr. Robinson for shares of TCM common
         stock and that the revised term sheet dated July 22nd contained a
         proposal for the conversion of Mr. Robinson's cash advances into the
         new class of TCM convertible preferred stock. Please clarify how the
         July 22nd term sheet addressed the differences remaining that you
         reference between Bull Run's July 15 term sheet and TCM's July 14 term
         sheet.

         WE HAVE REVISED THE REGISTRATION STATEMENT IN RESPONSE TO THE STAFF'S
         COMMENT.

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Larry Spirgel, Esq.
Securities and Exchange Commission
November 10, 2005
Page 3

Bull Run's Reasons for the Merger . . ., page 64

4.       We note your added disclosure in response to our prior comment 32. In
         this regard, you disclose that the special committee, at a particular
         meeting, "discussed the risks associated with a merger with TCM, as
         well as the recommendations it might make if TCM proposed highly
         disadvantageous merger terms" and you also state that special committee
         reviewed potential alternatives that "in the opinion of the Bull Run
         Special Committee, realistic and not realistic." Please revise to
         disclose the specific negative factors that the Bull Run board and
         special committee considered. Your disclosure of what consideration the
         Bull Run special committee and Bull Run's board gave to potentially
         adverse factors should not merely summarize a discussion of a
         particular meeting and should be presented in the same bullet point
         format as the presentation of the reasons that weighed in favor of the
         merger.

         WE HAVE REVISED THE REGISTRATION STATEMENT IN RESPONSE TO THE STAFF'S
         COMMENT.

Opinion of the Financial Advisor of the Bull Run Special Committee, page 65

5.       We note your response to our prior comment 34. If projections were
         exchanged among the parties and were deemed material by the SunTrust
         Robinson Humphrey, investors are entitled to consider them. Please
         revise your disclosure to include this information as previously
         requested.

         WE HAVE REVISED THE REGISTRATION STATEMENT TO DISCLOSE THE PROJECTIONS
         OF EACH OF BULL RUN AND TCM THAT WERE EXCHANGED AMONG THE PARTIES AND
         PROVIDED TO THEIR FINANCIAL ADVISORS, AND WHICH THE BULL RUN SPECIAL
         COMMITTEE AND TCM SPECIAL COMMITTEE DEEMED TO BE MATERIAL.

Representations and Warranties, page 99

6.       We note your response to prior comment 44. Please revise the last
         sentence of this section, and elsewhere as appropriate, to clarify that
         the reason you are cautioning investors is that the agreement is
         modified by the disclosure schedules.

         WE HAVE REVISED THE REGISTRATION STATEMENT TO CLARIFY THAT THE REASON
         WE ARE CAUTIONING INVESTORS IS THAT THE REPRESENTATIONS AND WARRANTIES
         IN THE MERGER AGREEMENT ARE MODIFIED BY THE DISCLOSURE SCHEDULES.

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Larry Spirgel, Esq.
Securities and Exchange Commission
November 10, 2005
Page 4

Management's Discussion and Analysis of Financial Condition and Results of
Operations, page 133

Liquidity and Capital Resources, page 138.

7.       We note your response to prior comment 46, however, please see prior
         comment 48 and quantify your long-term cash requirements. Also,
         quantify the expected amount of cash required to service the debt.
         Disclosure regarding the proposed funding may be made without violating
         the federal securities laws (See e.g. Rule 135c).

         WE HAVE REVISED THE REGISTRATION STATEMENT TO QUANTIFY OUR LONG-TERM
         CASH REQUIREMENTS AND THE EXPECTED AMOUNT OF CASH REQUIRED TO SERVICE
         THE DEBT. IN ADDITION, WE HAVE REVISED THE REGISTRATION STATEMENT TO
         DISCLOSE THAT THE OTHER FINANCING ALTERNATIVE THAT TCM IS CURRENTLY
         CONSIDERING IS A PRIVATE PLACEMENT OF NOTES TO QUALIFIED INSTITUTIONAL
         BUYERS PURSUANT TO RULE 144A OF THE SECURITIES ACT.

Bull Run's Business, page 169

8.       We note your response to prior comment 54. Quantify the guaranteed
         rights fees that you pay so that investors can better assess the
         economics of these agreements.

         WE HAVE REVISED THE REGISTRATION STATEMENT TO QUANTIFY THE GUARANTEED
         RIGHTS FEES THAT BULL RUN CORPORATION PAID DURING THE YEAR ENDED AUGUST
         31, 2005.

Annexes

9.       We note your response to prior comment 58. We also note that the merger
         agreement refers to various schedules. Accordingly, it appears that you
         must comply with the requirements of Item 601(b)(2). Alternatively,
         please furnish to us the schedules for our review.

         COUNSEL FOR TCM WILL SUPPLEMENTALLY PROVIDE (ON BEHALF OF TCM AND BULL
         RUN CORPORATION) ON A CONFIDENTIAL BASIS FOR THE SUPPLEMENTAL
         INFORMATION OF THE STAFF, A COPY OF (i) THE TCM DISCLOSURE LETTER DATED
         AS OF AUGUST 2, 2005 AND (ii) THE BULL RUN CORPORATION DISCLOSURE
         LETTER DATED AS OF AUGUST 2, 2005. THESE MATERIALS WILL BE PROVIDED IN
         ACCORDANCE WITH RULE 12B-4 UNDER THE SECURITIES EXCHANGE ACT, AND RULE
         418(b) UNDER THE SECURITIES ACT, AND SHALL NOT BE DEEMED FILED WITH OR
         PART OF THE PROXY STATEMENT/PROSPECTUS/INFORMATION STATEMENT OR THE
         REGISTRATION

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Larry Spirgel, Esq.
Securities and Exchange Commission
November 10, 2005
Page 5

         STATEMENT OF WHICH THE PROXY STATEMENT/PROSPECTUS/INFORMATION STATEMENT
         FORMS A PART. IN THIS SUBMISSION, COUNSEL FOR TCM WILL REQUEST (ON
         BEHALF OF TCM AND BULL RUN CORPORATION) PURSUANT TO RULE 12B-4 AND RULE
         418(b), THAT THE MATERIALS FURNISHED BE RETURNED TO COUNSEL FOR TCM
         UPON COMPLETION OF THE STAFF'S REVIEW.

Exhibits

10.      We disagree with the analysis you have provided in response to prior
         comment 60. Like with a fairness opinion, you are receiving an opinion
         of an expert that is a material condition to the merger. Accordingly,
         like a fairness opinion, you must file this opinion as an exhibit to
         the registration statement. Please confirm in your response letter that
         the solvency opinion will be filed as an exhibit to the registration
         statement in a post-effective amendment.

         WE HAVE ATTACHED A COPY OF THE LETTER DATED NOVEMBER 4, 2005 THAT
         COUNSEL FOR HOULIHAN LOKEY HOWARD & ZUKIN SUPPLEMENTALLY PROVIDED TO
         THE STAFF IN RESPONSE TO THE STAFF'S COMMENT.

Consents of Independent Registered Public Accounting Firm

11.      We remind you to file the updated consents in your next amendment to
         the registration statement.

         THE UPDATED CONSENTS OF PRICEWATERHOUSECOOPERS LLP HAVE BEEN INCLUDED
         IN AMENDMENT NO. 2 TO THE REGISTRATION STATEMENT.

                                   * * * * * *

We would appreciate your prompt review of these materials and your prompt
notification to us if you have further comments or questions. Please contact
Arnold S. Jacobs of Proskauer Rose LLP at (212) 969-3210 should you have any
questions or additional comments.

Very truly yours,

TRIPLE CROWN MEDIA, INC.

By: /s/ James C. Ryan
   --------------------------
     James C. Ryan
     Chief Financial Officer

cc:      Dean Suehiro, Senior Staff Accountant
         Kyle Moffatt, Accountant Branch Chief
         Albert Pappas, Senior Staff Attorney
         Robert S. Prather, Jr.
         Marlon F. Starr, Esq.

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