SecProbe.io

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

November 25, 2005

VIA ELECTRONIC TRANSMISSION
AND OVERNIGHT COURIER

Larry Spirgel, Esq.
Assistant Director
United States Securities and Exchange Commission
100 F St., N.E., Mail Stop 3561
Washington, D.C.  20549

Re:      Triple Crown Media, Inc.
         Registration Statement on Form S-1/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-1/Form S-4 (the "Registration Statement") of
Triple Crown Media, Inc., a Delaware corporation (the "Company" or "TCM"), in
the Staff's letter dated November 21, 2005 (the "Comment Letter").

The Company has filed Amendment No. 3 to the Registration Statement ("Amendment
No. 3") today with the Commission. I am writing to respond to the Comment Letter
and to indicate the changes that have been made in the Registration Statement.
Eight clean copies of Amendment No. 3, without exhibits and eight marked
courtesy copies are enclosed for your reference. The marked copies show the
changes since the filing of Amendment No. 2 to the Registration Statement on
November 10, 2005.

As discussed with Albert Pappas, Esq. on Tuesday, November 22, 2005, it is
important for the Company to close the spin-off and the merger by year end.
Pursuant to Instruction A.2 of Form S-4, Bull Run Corporation ("Bull Run") must
mail the proxy statement/prospectus/information statement to its shareholders no
later than 20 business days in advance of its special meeting of shareholders,
which is November 30, 2005. Accordingly, the Staff is requested to review the
responses set forth below and Amendment No. 3 as soon as possible, as the
Company will only be able to consummate the transactions by year end if these
changes are cleared by mid-day on Monday, November 28, 2005 and the Registration
Statement is declared effective by 5:00 p.m. on Monday, November 28, 2005 so
that Bull Run can mail the proxy statement/prospectus/information statement by
November 30, 2005. The Company has filed with the Commission, and faxed to the
Staff, an acceleration request dated as of the date of this letter.

<PAGE>
Larry Spirgel, Esq.
Securities and Exchange Commission
November 25, 2005
Page 2

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

Recent Developments
-------------------

1.       Please tell us your consideration for giving effect to the disposition
         of The Goshen News in the pro forma financial statements. Include in
         your response the basis for your conclusion.

         THE COMPANY HAS CONSIDERED THE IMPACT OF THE PENDING DIVESTITURE OF THE
         GOSHEN NEWS ON THE PRESENTATION OF THE PRO FORMA FINANCIAL INFORMATION.
         WE HAVE CONCLUDED THAT IT IS APPROPRIATE TO PRESENT THE GOSHEN NEWS AS
         AN ASSET HELD FOR SALE. WE BASE THIS PRESENTATION IN RELIANCE ON
         PARAGRAPH 30 OF FAS 144 AND BELIEVE ALL OF THE CRITERIA OF THAT
         PARAGRAPH HAVE BEEN MET SINCE:

         -        THE RESPECTIVE MANAGEMENTS OF GRAY AND TCM HAVE COMMITTED TO
                  DIVEST THE GOSHEN NEWS;

         -        THE ASSET IS CURRENTLY AVAILABLE FOR IMMEDIATE SALE OR SWAP;

         -        AN ACTIVE PROGRAM TO LOCATE A SWAP COUNTERPARTY HAS BEEN
                  INITIATED;

         -        THE DIVESTITURE OF THE GOSHEN NEWS IS PROBABLE AND IS EXPECTED
                  TO BE COMPLETED WITHIN ONE YEAR;

         -        THE ASSET IS ACTIVELY BEING MARKETED FOR SWAP ON COMMERCIALLY
                  REASONABLE TERMS, AND

         -        IT IS CONSIDERED UNLIKELY THAT SIGNIFICANT CHANGES TO THE PLAN
                  OF DIVESTITURE WILL BE MADE OR THAT THE PLAN WILL BE
                  WITHDRAWN.

         ACCORDINGLY, THE COMPANY HAS REVISED ITS UNAUDITED PRO FORMA COMBINED
         CONDENSED BALANCE SHEET AS OF SEPTEMBER 30, 2005 TO RECLASSIFY THE
         HISTORICAL CURRENT AND NON-CURRENT ASSETS AND LIABILITIES OF THE GOSHEN
         NEWS INTO THE AGGREGATE CURRENT AND NON-CURRENT ASSETS AND LIABILITIES
         AND PRESENTED THOSE AMOUNTS AS SEPARATELY IDENTIFIED LINE ITEMS. THE
         COMPANY HAS REVISED ITS UNAUDITED PRO FORMA COMBINED CONDENSED
         STATEMENT OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005
         AND YEAR ENDED DECEMBER 31, 2004 TO ELIMINATE THE HISTORICAL RESULTS OF
         OPERATIONS FOR THE GOSHEN NEWS FOR THE PERIODS PRESENTED. THE COMPANY
         HAS REVISED THE ASSOCIATED PRO FORMA FOOTNOTES TO APPROPRIATELY
         DISCLOSE THE GOSHEN NEWS AS AN ASSET HELD FOR SALE.

2.       In light of the supplemental information that you have provided to us
         on November 17, 2005 regarding the expected sale or swap of The Goshen
         News, please advise us whether you will obtain updated fairness
         opinions, and if not, why not.

         ON NOVEMBER 22, 2005, THE MEMBERS OF THE TCM SPECIAL COMMITTEE
         DISCUSSED THE PROPOSED SALE OR SWAP OF THE GOSHEN NEWS FOR ANOTHER
         NEWSPAPER WITH THEIR COUNSEL AND RECEIVED ADVICE FROM THEIR FINANCIAL
         ADVISOR. EACH MEMBER OF THE TCM SPECIAL COMMITTEE AND THE BULL RUN
         SPECIAL COMMITTEE RATIFIED HIS INFORMAL DECISION THAT AN UPDATED
         FAIRNESS

<PAGE>

Larry Spirgel, Esq.
Securities and Exchange Commission
November 25, 2005
Page 3

         OPINION WAS NOT NEEDED IN LIGHT OF THE POTENTIAL DISPOSITION OF THE
         GOSHEN NEWS. IN EARLY NOVEMBER 2004, THE MEMBERS OF THE BULL RUN
         SPECIAL COMMITTEE WERE ADVISED OF THE PROPOSED TRANSACTION AND
         DETERMINED THAT AN UPDATED FAIRNESS OPINION WAS NOT NEEDED IN LIGHT
         THEREOF, A DECISION WITH WHICH THEIR LEGAL AND FINANCIAL ADVISORS
         CONCURRED. THE TCM SPECIAL COMMITTEE AND THE BULL RUN SPECIAL COMMITTEE
         BASED THEIR RESPECTIVE DECISIONS ON THE FOLLOWING FACTS:

         -        THE REVENUES OF THE GOSHEN NEWS FOR THE YEAR ENDED DECEMBER
                  31, 2004 AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005
                  REPRESENTED ONLY 11% OF THE TOTAL REVENUES OF TCM DURING SUCH
                  PERIODS;

         -        THE DISPOSITION OF THE GOSHEN NEWS MOST LIKELY WILL NOT OCCUR
                  UNTIL AFTER THE SPIN-OFF, AND THEREFORE, TCM'S MANAGEMENT AND
                  BOARD OF DIRECTORS WOULD HAVE CONTROL OVER THE TERMS OF THE
                  DISPOSITION;

         -        TCM WILL RECEIVE EITHER CASH OR ANOTHER NEWSPAPER, WHICH IS
                  EXPECTED TO HAVE SIMILAR FINANCIAL RESULTS AND CIRCULATION
                  NUMBERS, IN EXCHANGE FOR THE GOSHEN NEWS, AND THEREFORE THE
                  TOTAL ASSETS OF TCM WILL LIKELY BE VERY SIMILAR BOTH BEFORE
                  AND AFTER THE DISPOSITION; AND

         -        AT THE CURRENT TIME, NEITHER TCM NOR BULL RUN HAS SUFFICIENT
                  INFORMATION IN ORDER TO DETERMINE EITHER (i) THE AMOUNT OF
                  CASH THAT WOULD BE RECEIVED UPON A SALE OF THE GOSHEN NEWS OR
                  (ii) THE NEWSPAPER THAT IT WOULD RECEIVE IN EXCHANGE FOR THE
                  GOSHEN NEWS.

3.       We note your proposed disclosure concerning the anticipated sale or
         swap of The Goshen News. Please address the following:

         -        Please disclose the anticipated timing of the Michiana
                  closing;

         -        Please clarify why Gray would be required to provide written
                  request to Triple Crown to sell The Goshen Newspaper. In this
                  regard, would Triple Crown be required to sell The Goshen
                  Newspaper by the Michiana closing date or another date
                  specified by Gray?;

         -        Please clarify why you believe the FCC would require the
                  divestiture of the Goshen News when Gray is divesting itself
                  in the spin-off of its entire newspaper publishing business;

         -        Please provide additional disclosure regarding the
                  indemnification provisions and please quantify the anticipated
                  losses that Gray would incur for Triple Crown's failure to
                  sell or swap The Goshen News within the period specified by
                  Gray. Are the "actual losses" you reference that Gray would
                  incur due to FCC penalties?;

         -        Please describe a swap transaction in greater detail so that
                  investors that are unfamiliar with your industry understand
                  these types of transactions. For example, are they entered
                  into with another party that is forced to sell a newspaper due
                  to FCC rules?

         -        Disclose the anticipated proceeds you would receive if The
                  Goshen News is sold. In this regard, is The Goshen News
                  comparable in value to the value of Michiana?

         -        Please add appropriate risk factor disclosure to address the
                  risks to investors regarding this sale. For example, disclose
                  the possible impact to Triple Crown's business regarding the
                  indemnification provision. Please also consider other risks
                  regarding the transaction, such as the risk that this
                  transaction may be more advantageous to Gray's business rather
                  than Triple Crown's business and the fact
<PAGE>
Larry Spirgel, Esq.
Securities and Exchange Commission
November 25, 2005
Page 4

                  that the terms of The Goshen News transaction may be
                  negotiated by Gray and not Triple Crown. Also, please consider
                  whether Gray's or Triple Crown's bargaining position in
                  negotiating with third parties for the sale or swap of The
                  Goshen News is impacted due to the timing requirement to enter
                  into a transaction;

         -        Please address this anticipated transaction in the
                  management's discussion and analysis section. Please also
                  ensure you revise your description of the separation and
                  distribution agreement section accordingly and file the
                  amendment to the separation and distribution agreement as an
                  exhibit.

         THE COMPANY HAS REVISED THE REGISTRATION STATEMENT IN RESPONSE TO THE
         STAFF'S COMMENTS. HOWEVER, THE ANTICIPATED PROCEEDS THAT TCM WOULD
         RECEIVE IF THE GOSHEN NEWS WERE SOLD HAS NOT BEEN DISCLOSED SINCE TCM
         HAS ONLY HAD PRELIMINARY DISCUSSIONS WITH THIRD PARTIES REGARDING A
         POTENTIAL SWAP OF THE GOSHEN NEWS FOR ANOTHER NEWSPAPER AND HAS NOT HAD
         ANY DISCUSSIONS WITH ANY PARTIES REGARDING A POSSIBLE SALE. THEREFORE,
         TCM CANNOT ESTIMATE THE TYPE OR AMOUNT OF PROCEEDS IT WOULD RECEIVE IN
         CONSIDERATION FOR THE GOSHEN NEWS.

         THE COMPANY HAS FILED AMENDMENT NO. 1 TO THE SEPARATION AND
         DISTRIBUTION AGREEMENT AS AN EXHIBIT TO THE REGISTRATION STATEMENT.

The Merger, page 52
-------------------

Bull Run's Reasons for the Merger . . ., page 65
------------------------------------------------

4.       We note the disclosure you have added in the background of the merger
         section in response to prior comment 4, however, as requested in our
         prior comment, please revise this section to disclose the specific
         negative factors that the Bull Run board and special committee
         considered. In this regard, your presentation format should be similar
         to your section entitled "Gray's and TCM's Reasons for the Merger."

         THE COMPANY HAS REVISED THE REGISTRATION STATEMENT IN RESPONSE TO THE
         STAFF'S COMMENTS.

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

Projected Financial Information of TCM and Bull Run, page 67
------------------------------------------------------------
Bull Run Corporation Projected Financial Information, page 69
-------------------------------------------------------------

5.       We note the Triple Crown Media projected financial information. Please
         disclose the 2010 projections or tell us in your response letter why
         you have not included these projections. In addition, we note that you
         have not included various projections that are included in the board
         presentations, such as publishing EBITDA, publishing EBITDA margin,
         paging EBITDA, paging EBITDA margin, various overhead expenses,
         adjusted EBITDA and capital expenditures. Please provide your analysis
         in your response letter regarding to what extent the excluded
         information in each of the Triple Crown Media and

<PAGE>
Larry Spirgel, Esq.
Securities and Exchange Commission
November 25, 2005
Page 5

         Bull Run projected financial information was relied upon by the Bull
         Run special committee and the Triple Crown Media special committee.

         IN THE STAFF'S COMMENT LETTER DATED OCTOBER 14, 2005, THE COMPANY WAS
         REQUESTED TO DISCLOSE ALL MATERIAL PROJECTIONS EXCHANGED AMONG BULL
         RUN, GRAY AND THEIR RESPECTIVE FINANCIAL ADVISORS, OR EXPLAIN WHY THEY
         WERE NOT MATERIAL, DUE TO THE FACT THAT SUCH PROJECTIONS WERE PROVIDED
         TO SUCH ADVISORS. IN THE STAFF'S COMMENT LETTER DATED NOVEMBER 1, 2005,
         THE COMPANY WAS REQUESTED TO DISCLOSE THE PROJECTIONS DEEMED MATERIAL
         BY THE FINANCIAL ADVISORS. THE COMPANY DISCLOSED IN AMENDMENT NO. 2 TO
         THE REGISTRATION STATEMENT THE PROJECTIONS OF EACH OF BULL RUN AND TCM
         THAT WERE EXCHANGED AMONG THE PARTIES AND PROVIDED TO THEIR RESPECTIVE
         FINANCIAL ADVISORS, AND WHICH WERE DEEMED TO BE MATERIAL. ALTHOUGH
         ADDITIONAL PROJECTIONS WERE MADE AVAILABLE, AS NOTED IN THE STAFF'S
         COMMENT, THOSE PROJECTIONS, INCLUDING PUBLISHING EBITDA, PUBLISHING
         EBITDA MARGIN, PAGING EBITDA, PAGING EBITDA MARGIN, VARIOUS OVERHEAD
         EXPENSES, ADJUSTED EBITDA, CAPITAL EXPENDITURES AND 2010 PROJECTIONS
         WERE NOT DEEMED MATERIAL BY THE FINANCIAL ADVISORS OR THE TCM SPECIAL
         COMMITTEE AND THE BULL RUN SPECIAL COMMITTEE IN THEIR CONSIDERATION OF
         THE FINANCIAL ADVISORS' PRESENTATIONS AND THE TRANSACTIONS, AND
         THEREFORE WERE NOT DISCLOSED.

6.       We note that the some of the projected financial information has not
         been prepared in accordance with GAAP. As a result, advise us what
         consideration you have given as to whether your presentation of
         non-GAAP financial measures would require additional disclosure
         pursuant to Rule 100(a) of Regulation G. We may have additional
         comments after we review your response.

         IN RESPONSE TO THE STAFF'S COMMENTS, THE PROJECTED FINANCIAL
         INFORMATION WITH RESPECT TO BULL RUN AND TCM WERE DISCLOSED IN
         AMENDMENT NO. 2 TO THE REGISTRATION STATEMENT PURSUANT TO ITEM 1015 OF
         REGULATION M-A. THE STAFF HAS REQUESTED THAT WE CONSIDER PROVIDING
         ADDITIONAL DISCLOSURE IN CONNECTION WITH THE PRESENTATION OF CERTAIN
         NON-GAAP FINANCIAL MEASURES INCLUDED AS PART OF SUCH PROJECTED
         FINANCIAL INFORMATION PURSUANT TO RULE 100(a) OF REGULATION G. AS
         EXPLAINED TO THE STAFF AND IN CONSIDERATION OF THE FACT THAT BULL RUN
         PROVIDED THE FINANCIAL ADVISORS FOR THE BULL RUN SPECIAL COMM