SecProbe.io

Mail Stop 3720

December 16, 2015

Paul Rouse
Chief Financial  Officer
Dex Media, Inc.
2200 West Airfield Drive
DFW Airport, Texas  75261

Re: Dex Media, Inc.
 Form 10 -K for Fiscal Year Ended December 31, 2014
Filed March 16, 2015
File No. 001-35895

Dear Mr. Rouse :

We have reviewed your filing and have the following comment.  Please comply with the
following comment in future filings.  Confirm in writing that you will do so and explain to us
how you intend to comply.  In our comment, we may ask you to provide us with information so
we may better understand your disclosure.

Please respond to this comment  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
comment appl ies to your facts and circumstances , please tell us why in your response.

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

Definitive Proxy Statement

Section 4 —Compensation Philosophy, Objectives and Programs

Details: 2014 Base Salaries and A nnual Incentives, page 27

1. We note your discussion of pre-established performa nce metrics established by the
Compensation and Benefits Committee for determining annual incentive cash awards.
We further note your disclosure of the minimum performance thresh olds, target  payout
percentages  and your performance as a percentage of the targets;  however, you do not
disclose the target  amounts or the amount achieved under EBITDA, Free Cash Flow,
Print Ad Sales and Digital Ad Sales.  R efer to Item 402(b)(2)(v) and ( vii) of Regulation
S-K. To the extent you believe that disclosure of the triggers and targets is not required

Paul D. Rouse
Dex Media, Inc.
December 16, 2015
Page 2

 because it  would result in competitive harm such that the triggers and targets could be
excluded under Instruction 4 to Item 402(b) of Regulation S-K, please provide a detailed
supplemental analysis supporting your conclusion. In particular, your competitive harm
analysis should clearly explain the nexus between disclosure of the triggers and targets
and the competitive harm that is likely to result  from disclosure. For guidance refer to
Regulation S -K Compliance and Disclosure Interpretation 118.04.

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 infor mation the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company 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 dis closures they have made.

 In responding to our comments, please provide a written statement from the company
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 fe deral securities laws of the United States.

You may contact Claire Delabar, Staff Accountant  at (202) 551 -3349  or Carlos Pacho,
Senior Assistant Chief Accountant  at (202) 551 -3835  if you have questions regarding comments
on the financial statements and re lated matters.  Please contact Emily C. Drazan, Staff Attorney
at (202) 551 -3208, Celeste M. Murphy, Legal Branch Chief at (202) 551 -3257  or me at (202)
551-3810  with any other questions.

Sincerely,

 /s/ Celeste M. Murphy for

 Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications

cc: Liuba Baban, Esq.
 V.P.  Associate General Counsel and Assistant Corporate Secretary