SecProbe.io

Mail Stop 3720

September 21, 2015

Mr. Richard Wu
Chief Financial  Officer
AirMedia Group, Inc.
17/F, Sky Plaza
No. 46 Dongzhimenwai Street
Dongcheng District, Beijing 100027
The People's Republic of China

Re: AirMedia Group, Inc.
 Form 20-F for Fiscal Year Ended December 31, 2014
Filed April 24, 2015
File No. 1-33765

Dear  Mr. Wu :

We have reviewed your filing and have the following comments.  In some of our
comments, we  may ask you to provide us with information so we may better understand your
disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances , please tell us why in your response.

After reviewing your response to these comments, we may have additional comments.

Item 5. Operating and Financial Review and Prospects

Important Factors Affecting Our Results of Operations , page 45

1. We note from your disclosures on page F -35 that on January 13, 2015, the Group entered
into an agreement with Beijing Tianyi Culture Development Co., Ltd., a third party, to
sell an 81% equity in terest in AM Jinsheng as well as related property, plant and
equipment for consideration of $1.3 million, which operates the Group's TV -attached
digital frames business.  We also note from your disclosures on page 47 that a fter the
completion of your on -going “divestiture” of your business lines of TV -attached digital
frames and digital TV screens in airports, you expect revenue to decrease.  The nature
and extent of your “divestiture” is unclear.  Please tell us in more detail about the nature

Mr. Richard Wu
AirMedia Group, Inc.
September 21, 2015
Page 2

 and extent o f the “divestiture” and the effect you expect it to have on total revenue and
net income.  In this regard tell us how you considered the requirement of Item 5 of Form
20-F to disclose management’s assessment of factors and trends which are anticipated to
have a material effect on the company’s financial condition and results of operations in
future periods.   Please be reminded of the instruction to Item 5 referring to the
Commission’s interpretive release (No. 33 -6835) dated May 18, 1989.

Agency Fees, pag e 54

2. We note that you record agency fees to cost of revenue ratably over the period in which
the advertising is displayed.  In this regard, please tell us why you record reductions in
accrued agency fees that have been renegotiated as a reduction in cost  of sales in the
period that renegotiations are finalized, rather than over the remaining period in which
the advertising is displayed.

Note 6.  Accounts Receivable, net, page F -34

3. We note that your allowance for doubtful accounts increased as a percentage of gross
accounts receivable from 6.3% to 12.7% as of December 31, 2013 and 2014 while gross
accounts receivable decreased.  Please tell us about the facts and circumstances that
resulted in the increase to your allowance  for doubtful  accounts in 2013 and 2014.

4. Please tell us about your policy for charging off uncollectible trade accounts receivable in
accordance with ASC 310 -10-50-4A and disclose in future filings.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the compa ny 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 responding to our comments, please provide a written statement from the co mpany
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.

You may contact Christy Adams, Senior Staff Accountant, at (202)  551-3363  or Ivette
Leon, Assistant Chief Accountant, at (202) 551 -3351 if you have questions regarding comments

Mr. Richard Wu
AirMedia Group, Inc.
September 21, 2015
Page 3

 on the financial statements and related matters.  Please contact Paul Fischer  at (202) 551 -3415  or
me at (202) 551 -3810  with any other question s.

Sincerely,

 /s/ Terry French for

 Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications