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Correspondence

 [AirMedia Group Inc. Letterhead]

November 9, 2012

 VIA
EDGAR

 Larry Spirgel, Assistant Director

 Celeste M. Murphy, Legal Branch Chief

 Kate Beukenkamp, Attorney-Advisor

Terry French, Accountant Branch Chief

 Claire
DeLabar, Staff Accountant

 Division of Corporation Finance

 Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

Re:
AirMedia Group Inc. (the “Company”)

Form 20-F for Fiscal Year Ended December 31, 2011 (the “2011 20-F”)

Filed April 30, 2012 (File No. 001-33765)

 Dear Mr. Spirgel, Ms. Murphy, Ms. Beukenkamp, Mr. French and Ms. DeLabar:

 This letter sets forth the Company’s responses to the comments contained in the letter dated October 11, 2012 from the staff (the “Staff”) of the Securities and Exchange
Commission (the “SEC”) regarding the 2011 20-F. The Staff’s comments are repeated in bold below and each comment is followed by the Company’s response thereto.

*            *
  *

 Form 20-F for the year ended December 31, 2011

 General

1.
We note that you announced a change in CFO from Ms. Ping Sun to Mr. Henry Ho earlier this month. Please tell us more about Mr. Ho’s specific
educational or professional experience working with U.S. GAAP.

 The Company respectfully submits that
Mr. Ho has extensive professional experience in finance and has also developed strong leadership skills through his past work experiences. Mr. Ho’s educational background and professional experiences are set forth in detail below:

 Education:

•

 Higher diploma in accounting from Hong Kong Polytechnic University in 1978

•

 Master’s degree in accounting and finance at the University of Lancaster in the United Kingdom in 1981

 Professional Experience:

•

 Experience with respect to accounting, auditing and taxation:

•

 Worked as audit clerk at KPMG Hong Kong from 1978 to 1979

•

 Worked as accountant at Ernst & Young Hong Kong from 1982 to 1983

•

 Experience reviewing and analyzing the U.S. GAAP financial statements of U.S.-listed companies:

•

 Worked as research analyst at Merrill Lynch Asia, covering Ctrip.com International, Ltd., which was listed on the NASDAQ Global Market in 2003, during
its initial public offering.

•

 Worked as research analyst at Lehman Brothers Asia, covering AirMedia Group Inc. in 2007, during its initial public offering.

•

 Worked as supervisor of research analysts with a focus on U.S.-listed companies with primary operations in China, headed the China equity research
teams at Morgan Stanley Asia from December 2000 through 2002, at Merrill Lynch from 2003 through 2004, at UBS from 2004 through 2007, and at Lehman Brothers from 2007 through 2008.

•

 Leadership experience:

•

 Developed practical leadership skills while serving as head of research teams at several investment banks, as described above.

•

 Headed the China team equity team at Morgan Stanley Asia from December 2000 through 2002, rebuilding the team from scratch.

•

 Led UBS’s China equity research team, ranked consistently No. 1 by the Journal of Institutional Investors, from 2004 to 2005, and helped
built UBS’s A-share analyst team in Shanghai during 2006 and 2007.

•

 Worked as executive committee member of the Leadership Training Association, a non-profit organization providing social services in Hong Kong, from
1996 to 1997, and served as the chairman of the association in 1997 and 1998. Acted as the association’s advisor since 1999.

 2

 A key part of Mr. Ho’s work in preparing research reports for Ctrip.com
International, Ltd. and AirMedia Group Inc. was to review and provide in-depth analysis of their financial statements prepared in accordance with U.S. GAAP; such skills are essential to the production of accurate research recommendations. In
addition, application of Mr. Ho’s detailed understanding of U.S. GAAP was also key to his leadership role in evaluating the quality of research reports being produced by various China analyst teams he supervised at Morgan Stanley Asia,
Merrill Lynch Asia and UBS. Thus, through his past work experience, Mr. Ho acquired a deep understanding of U.S. GAAP, including the application of different accounting policies and their potential implications. The Company believes that
Mr. Ho’s past work experience, particularly his experience in reviewing and analyzing the U.S. GAAP financial statements of U.S.-listed companies, will help him lead the Company’s accounting and financial reporting department in
carrying out key procedures to comply with U.S. GAAP and SEC reporting standards.

 As disclosed in Item 15 of our 2011
20-F, the Company’s management identified a material weakness related to the lack of accounting personnel with sufficient knowledge of U.S. GAAP. The Company’s remediation plan focused on hiring additional individuals with U.S. GAAP
experience to improve the Company’s controls in addressing U.S. GAAP matters. The plan included the hiring of Mr. Ho as well as the hiring of two new individuals for the position of financial controller and financial reporting director. A
brief summary of the background of the new financial controller and financial reporting director is set forth below:

•

 The Company’s new financial controller has 5 years’ external audit experiences in one of the Big Four public accounting firm and nearly
another 5 years of U.S. GAAP reporting experiences in public companies listed on the Nasdaq and NYSE.

•

 The Company’s new financial reporting director, who is a U.S. Certified Public Accountant (“CPA”), has over five years of external
auditing experience reviewing financial statements prepared in accordance with U.S. GAAP and evaluating the effectiveness of internal control over financial reporting in a PCAOB registered public accounting firm.

Management will perform its annual assessment of the effectiveness of the Company’s internal control over financial reporting as of
December 31, 2012 and report its conclusion in the annual report on Form 20-F for fiscal year 2012.

 Risk Factors, page 7

2.
Please include a risk factor with the names and titles of your officers and directors who are shareholders in the VIE and discuss how their fiduciary duties to the
listed company, Airmedia Group, Inc., may conflict with these individuals’ respective roles in the VIE, including as majority shareholders and any officer and director or other leadership roles they have in the VIE, listing same. Discuss
whether or not you have agreements in place to resolve conflicts of interest between the listed company and VIE and its operations. Disclose how the interests of the listed company officers and directors may not be aligned with the unaffiliated
public security holders of the listed company due to these individuals’ holdings of the VIE. Explain whether or not a separate fiduciary without these potential conflicts serves as the fiduciary of the public unaffiliated security
holders of the listco. State whether or not this fiduciary is considered wholly independent of the company officers and directors with holdings at the VIE and its operations and the factors by which you have determined such fiduciary to be
independent; include a discussion of factors that may contraindicate any such independence. Finally, discuss whether there would be any effective way for any independent directors or the other shareholders of your company to prevent the parties with
dual roles from making decisions on behalf of your company that may favor themselves as shareholders of the VIE.

 3

 In response to the Staff’s comment, the Company proposes to add the below risk factor
in all of its future Form 20-F filings:

 “Because some of the shareholders of our VIEs in China are
our directors and officers, their fiduciary duties to us may conflict with their respective roles in the VIEs, and their interest may not be aligned with the interests of our unaffiliated public security holders. If any of the shareholders of our
VIEs fails to act in the best interests of our company or our shareholders, our business and results of operations may be materially and adversely affected.

 Certain of our directors and officers are shareholders in the VIEs, AM Advertising, Shengshi Lianhe, AirMedia UC, and AM Yuehang; these include Mr. Herman Man Guo, our chairman and chief executive
officer, Mr. James Zhonghua Feng, our director and president, and Mr. Qing Xu, our director and executive president. Mr. Guo and Mr. Xu are each a director of AirMedia UC, Shengshi Lianhe and AM Advertising, and Mr. Guo is
the legal representative of each of Shengshi Lianhe and AirMedia UC. For these directors and officers, their fiduciary duties toward our company under Cayman law—to act honestly, in good faith and with a view to our best interests—may
conflict with their roles in the VIEs, as what is in the best interest of the VIEs may not be in the best interests of our company or the unaffiliated public shareholders of our company.

Currently, we do not have agreements in place that solely target to resolve conflicts of interest arising between our company and the VIEs
and their operations. In addition, we have not appointed a separate fiduciary—one without potential conflicts of interest—to serve as the fiduciary of the public unaffiliated security holders of our company. Although our independent
directors or disinterested officers may take measures to prevent the parties with dual roles from making decisions that may favor themselves as shareholders of the VIEs, we cannot assure you that these measures would be effective in all instances.
If the parties with dual roles do find ways to make and carry out decisions on our behalf that are detrimental to our interest, our business and results of operations may be materially and adversely affected.

 4

 Certain provisions in the contractual agreements between AM Technology and our VIEs do
impose limits on the rights of the shareholders of the VIEs. For example, each of the shareholders of the VIEs has signed an irrevocable power of attorney authorizing the person designated by AM Technology to exercise its rights as shareholder,
including the voting rights, the right to enter into legal documents and the right to transfer its equity interest in the VIEs. However, we cannot assure you that when conflicts of interest arise that each of our VIEs and its
respective shareholders will act completely in our interests or that conflicts of interests will be resolved in our favor, or that the above contractual provisions would be sufficient protection for us in the event that shareholders of the VIEs fail
to perform under their contracts with AM Technology. In any such event, we would have to rely on legal remedies under PRC law, which may not be effective. See “—We rely on contractual arrangements with our consolidated variable interest
entities and their shareholders for a substantial portion of our China operations, which may not be as effective as direct ownership in providing operational control” and Item 7, “Major Shareholders and Related Party
Transactions—Related Party Transactions—Contractual Arrangements.”

 If advertising registration certificates are not
obtained for our airport advertising; page 13

3.
We note your disclosure on page 13 that applicable PRC regulations promulgated by the State Administration for Industry and Commerce, or the SAIC, specify that
advertisements placed inside or outside of the “departure halls” of airports are considered outdoor advertisements and must be registered with local SAIC offices by “advertising distributors.” Expand your disclosure here and in
your risk factors to clarify the scope of your liability with respect to a failure to comply with applicable laws or regulations and how these rules do or do not apply to you and your operations. We note your disclosure that you intend to register
with the relevant local SAIC offices if you are required to do so. Please advise.

 In response to the
Staff’s comment, the Company respectfully advises the Staff that in the Company’s future Form 20-F filings, it will revise the relevant risk factor currently on page 13 of the 2011 Form 20-F as follows (revised portions are in italics):

 “If advertising registration certificates are not obtained for our airport advertising operations
where such registration certificates are deemed to be required, we may be subject to administrative sanctions, including the discontinuation of our advertisements at airports where the required advertising registration is not obtained.

 5

 Applicable PRC regulations promulgated by the State Administration for Industry and
Commerce, or the SAIC, specify that advertisements placed inside or outside of the “departure halls” of airports are considered outdoor advertisements and must be registered with local SAIC offices by “advertising distributors.”
According to the Outdoor Advertising Registration Administrative Regulations, or the Outdoor Regulations, which was issued by the SAIC and became effective on July 1, 2006, if we fail to comply with such requirements, we may be
ordered by the local SAIC office to (1) forfeit the relevant advertising income, (2) pay an administrative fines of up to RMB 30,000 and (3) register the advertisements within a set period. If we fail to register
these advertisements within the required timeframe, the relevant local SAIC office may require us to discontinue the relevant advertisements where the required advertising registration has not been obtained. We understand that these
Outdoor Regulations apply to our operations, and intend to register with the relevant local SAIC offices if requested by the local SAIC offices or any specific airport authorities; so far we have registered and received outdoor
advertising licenses for our advertisements in Beijing Capital Airport, Shanghai Pudong Airport and Shanghai Hongqiao Airport, and our registrations have been approved by the SAIC offices in four other cities and provinces where we have operations
for our advertisements in the airports of those regions. However, we cannot assure you that we will obtain all applicable registration certificates in compliance with the outdoor advertisement provisions due to the uncertainty in the
implementation and enforcement of the regulations promulgated by the SAIC. If we are found to be in violation of the Outdoor Regulations, we may be subject to any or all of the penalties set forth above, including forfeiture of relevant income
and the payment of administrative fines.”

 Risks Related to our Corporate Structure, page 19

If the PRC government finds that the agreements that establish the structure for..., page 19

4.
Please revise your risk factor to clarify what PRC regulations prohibiting foreign investment in the advertising services industry do or do not apply to you
currently. We note the PRC’s permission of such operations by foreign entities that have at least three years of direct operations in the advertising industry outside of China and your disclosure that your wholly owned Hong Kong subsidiary, AM
China, the 100% shareholder of AM Technology and Xi’an AM, meets that requirement. Please reconcile your disclosure on this issue throughout your document. We note your disclosure on page 86.

In response to the Staff’s comment, the Company respectfully advises the Staff that in the Company’s future Form 20-F filings,
it will disclose the revised risk factor as follows (revised portions are in italics):

 “If the PRC government finds
that the agreements that establish the structure for operating our China business do not comply with PRC governmental restrictions on foreign investment in the advertising industry and in the operating of non-advertising content, our business could
be materially and adversely affected.

 6

 Substantially all of our operations are conducted through contractual arrangements with our
consolidated variable interest entities, or VIEs, in China: AM Advertisi