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 CORRESP

 BEASLEY BROADCAST GROUP, INC.
 3033 Riviera Drive, Suite 200
 Naples, FL 34103 June 2,
2026 VIA EDGAR CORRESPONDENCE U.S.
Securities and Exchange Commission Division of Corporation Finance
 Office of Technology 100 F Street, N.E.
 Washington, D.C. 20549 Attn: Mariam Mansaray

 Re:
 Beasley Broadcast Group, Inc. Registration Statement on Form S-3 (File No. 333-295967)
 Ladies and Gentlemen:
 Pursuant to Rule 461 under the Securities Act of 1933, as amended, Beasley Broadcast Group, Inc. (the “ Company ”) hereby
requests acceleration of the effective date of the Registration Statement referred to above so that it may become effective at 4:00 p.m. U.S. Eastern Time on June 4, 2026 or as soon thereafter as practicable.
 In connection with the Company’s request for acceleration of the effective date of the Registration Statement referred to above, the
Company, its officers and directors acknowledge the following:

 •

 should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does
not foreclose the Commission from taking any action with respect to the filing;

 •

 the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing
effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 •

 the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the United States. [ Signature Page
Follows ]

 Very truly yours,

 BEASLEY BROADCAST GROUP, INC.

 By:

 /s/ Caroline Beasley

 Name:  Caroline Beasley

 Title:   Chief Executive Officer

 cc:
 Patrick H. Shannon, Esq.
 Brian D. Miller, Esq. Samuel D.
Rettew, Esq. Latham & Watkins LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 20, 2026

Caroline Beasley
Chief Executive Officer
Beasley Broadcast Group, Inc.
3033 Riviera Drive, Suite 200
Naples, FL 34103

 Re: Beasley Broadcast Group, Inc.
 Registration Statement on Form S-3
 Filed May 15, 2026
 File No. 333-295967
Dear Caroline Beasley:
 This is to advise you that we have not reviewed and will not review your
registration
statement.
 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you that
the company and its management are responsible for the accuracy and adequacy of
their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.
 Please contact Mariam Mansaray at 202-551-6356 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Technology
cc: Brian Miller
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
August 1, 2022
Caroline Beasley
Chief Executive Officer
Beasley Broadcast Group, Inc.
3033 Riviera Drive, Suite 200
Naples, Florida 34103
Re:Beasley Broadcast Group, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2021
Form 8-K filed May 9, 2022
File No. 000-29253
Dear Caroline Beasley:
            We have completed our review of your filings.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Brian D. Miller

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CORRESP

 555 Eleventh Street, N.W., Suite 1000

Washington, D.C. 20004-1304

 Tel: +1.202.637.2200 Fax:
+1.202.637.2201

 www.lw.com

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Attention: Inessa Kessman and Robert Littlepage

Re:
 Beasley Broadcast Group, Inc.

Form 8-K filed May 9, 2022

Response filed July 15, 2022

File No. 000-29253

Dear Ms. Kessman and Mr. Littlepage:

On behalf of our client, Beasley Broadcast Group, Inc. (the “Company”), this letter is in response to the letter dated July 26,
2022, from the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”), relating to the above-referenced Current Report on Form
8-K and the Company’s response on July 15, 2022, to the Staff’s letter dated June 16, 2022.

The Staff’s comment is set forth below in bold, followed by the Company’s response to the comment.

Form 8-K filed May 9, 2022

Exhibit 99.1, page 6

1.
 We note your response to comment two. Please confirm that in your reconciliations of Free Cash Flow, you
will begin with the most comparable GAAP measure, net cash provided by (used in) operating activities.

To the extent the Company uses a non-GAAP measure called free cash flow in future filings, the Company
confirms that its reconciliations of free cash flow will begin with the most directly comparable GAAP financial measure, net cash provided by (used in) operating activities.

*    *    *    *    *    *

 July 28, 2022

Page
2

 Please contact me at (202) 637-2332 if you have any
questions regarding this matter.

Sincerely,

 /s/ Brian D. Miller

Brian D. Miller

of LATHAM & WATKINS LLP

cc:
 Caroline Beasley, Chief Executive Officer

Marie Tedesco, Chief Financial Officer

Chris Ornelas, Executive Vice President and General Counsel

 2

United States securities and exchange commission logo
July 26, 2022
Caroline Beasley
Chief Executive Officer
Beasley Broadcast Group, Inc.
3033 Riviera Drive, Suite 200
Naples, Florida 34103
Re:Beasley Broadcast Group, Inc.
Form 8-K filed May 9, 2022
Response filed July 15, 2022
File No. 000-29253
Dear Caroline Beasley:
            We have reviewed your July 15, 2022 response to our comment letter and have the
following comment.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
June 16, 2022 letter.
Form 8-K filed May 9, 2022
Exhibit 99.1, page 6
1.We note your response to comment two.  Please confirm that in your reconciliations of
Free Cash Flow, you will begin with the most comparable GAAP measure, net cash
provided by (used in) operating activities.

 FirstName LastNameCaroline Beasley
 Comapany NameBeasley Broadcast Group, Inc.
 July 26, 2022 Page 2
 FirstName LastName
Caroline Beasley
Beasley Broadcast Group, Inc.
July 26, 2022
Page 2

            You may contact Inessa Kessman, Senior Staff Accountant at 202-551-3371 or Robert
Littlepage, Accountant Branch Chief at 202-551-3361 if you have questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Brian D. Miller

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 555 Eleventh Street, N.W., Suite 1000

Washington, D.C. 20004-1304

 Tel: +1.202.637.2200 Fax:
+1.202.637.2201

 www.lw.com

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 Attention: Inessa Kessman and Robert Littlepage

Re:
 Beasley Broadcast Group, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2021

Form 8-K filed May 9, 2022

File No. 000-29253

Dear Ms. Kessman and Mr. Littlepage:

On behalf of our client, Beasley Broadcast Group, Inc. (the “Company”), this letter is in response to the letter dated June 16,
2022, from the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”), relating to the above-referenced Annual Report on Form
10-K (the “Form 10-K”) and Current Report on Form 8-K (the “Form
8-K”).

 The Staff’s comments are set forth below in bold, followed by the Company’s
response to the comments.

 Form 10-K for Fiscal Year Ended December 31, 2021

Consolidated Financial Statements

Consolidated Statements of Equity, page 34

1.
 Please explain to us the facts and circumstances of the transaction identified as “acquisition of
noncontrolling interest” that resulted in reduction of $4.5 million in additional paid-in capital. Explain your accounting for it and refer us to the supporting accounting literature.

 July 15, 2022

 Page
2

 Background

Historically, the Company consolidated Renegades Holdings, Inc. (“Renegades”) based on the Company’s controlling financial
interest held through its ownership of 5 million shares of Series A Preferred Stock of Renegades, representing 51% ownership of Renegades. The Company also directly held 80% of the outstanding shares of Common Stock of OutlawsXP, Inc.
(“Outlaws”). Renegades held the remaining 20% of the outstanding shares of Common Stock of Outlaws, giving the Company an approximately 10% indirect interest in Outlaws through the Company’s ownership of Renegades. The Company
consolidated Outlaws based on its controlling financial interest.

 On March 12, 2021, the Company entered into an agreement to
exchange its ownership interest in Renegades for the interest held by Renegades in Outlaws (the “Exchange Transaction”). As such, the Company exchanged 5 million shares of Series A Preferred Stock of Renegades (representing a 51%
interest) for 2 million shares of Common Stock of Outlaws (representing a 20% interest) held by Renegades. In addition, Renegades terminated an agreement requiring the Company to provide advertising to Renegades, and Chris Roumayeh
(“Roumayeh”) and Jonas Jerebko (“Jerebko”), the noncontrolling interest holders of Renegades, each returned to the Company 117,648 shares of the Company’s Class A Common Stock. There is no other consideration related to
the Exchange Transaction.

 As a result of the Exchange Transaction, the Company no longer holds an economic interest in Renegades, and the
accounts of Renegades were no longer consolidated in the Company’s financial statements subsequent to the date of the Exchange Transaction. In addition, as a result of the Exchange Transaction, the Company maintained control of Outlaws and
obtained the remaining 10% noncontrolling interest, resulting in Outlaws becoming a wholly owned subsidiary of the Company.

 The
Company’s ownership interest in Renegades and Outlaws pre and post Exchange Transaction is summarized as follows:

 Pre Exchange
Transaction

 Renegades – 51% direct ownership interest. Renegades is a consolidated subsidiary.

Outlaws – 80% direct ownership interest and 10% indirect ownership interest. Outlaws is a consolidated subsidiary.

Post Exchange Transaction

Renegades – 0% ownership interest. Renegades is deconsolidated as a result of the Exchange Transaction.

Outlaws – 100% direct ownership interest. Outlaws is a consolidated subsidiary.

 2

 July 15, 2022

 Page
3

 Accounting for the Exchange Transaction

The Company accounted for the deconsolidation of Renegades under ASC 810-10-40-5 as it does not represent a nonreciprocal transfer. The Company accounted for the additional noncontrolling interest obtained in Outlaws under ASC 810-10-45-23.

 The Company calculated the loss for the
deconsolidation under ASC 810-10-40-5 as follows:

 Estimated fair value of 10% noncontrolling interest in Outlaws

$
 4,490,130

 Trade payable liability

934,500

 Shares of Class A Common Stock (returned to treasury)

670,594

 Investment in Renegades

(6,098,171
)

$
(2,947
)

 To estimate the fair value of the noncontrolling interest in Outlaws received, the Company used a discounted
cash flow model. This estimated fair value of the noncontrolling interest in Outlaws received by the Company of approximately $4.5 million was recognized as a reduction to additional paid-in capital. The
shares of Class A Common Stock returned by Roumayeh and Jerebko were valued based on the closing stock price on the date of the Exchange Transaction. The difference between the fair value of consideration received and the carrying value of
Renegades’ assets and liabilities was not material.

 Form 8-K filed May 9, 2022

 Exhibit 99.1

Reconciliation of Net Revenue to FCF, page 6

2.
 Please reconcile Free Cash Flows (FCF) to the most comparable GAAP measure, net cash provided by
operating activities. We refer to Item 10(e)(1)(i) of Regulation S-K. In addition, free cash flows is typically calculated as cash flows from operating activities as presented in the statement of cash flows
under GAAP, less capital expenditures. Please revise how you calculate this measure or revise the name of this measure. We refer to Question 102.07 of C&DIs on Non-GAAP measures.

 The Company acknowledges the Staff’s comment and will revise future filings accordingly. To the extent the
Company uses a non-GAAP measure in future filings calculated in the same fashion as the measure presented as free cash flow in the Form 8-K, the name of such measure
will be revised. To the extent the Company uses a non-GAAP measure called free cash flow in future filings, such free cash flow measure will be calculated as net cash provided by (used in) operating activities
less capital expenditures.

*    *    *    *    *    *

 3

 July 15, 2022

 Page
4

 Please contact me at (202) 637-2332 if you have any
questions regarding this matter.

Sincerely,

/s/ Brian D. Miller

 Brian D. Miller

 of LATHAM & WATKINS
LLP

cc:
 Caroline Beasley, Chief Executive Officer

Marie Tedesco, Chief Financial Officer

Chris Ornelas, Executive Vice President and General Counsel

 4

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 555 Eleventh Street, N.W., Suite 1000

Washington, D.C. 20004-1304

Tel: +1.202.637.2200 Fax: +1.202.637.2201

www.lw.com

FIRM / AFFILIATE OFFICES

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 VIA EDGAR

 Office
of Technology

 Division of Corporation Finance

 Securities
and Exchange Commission

 100 F Street, N.E.

 Washington, DC
20549

 Attn:  Robert Littlepage

Re:
 Beasley Broadcast Group, Inc.

Form 10-K for the Year Ended December 31, 2021

Form 8-K filed May 9, 2022

File No. 000-29253

Dear Mr. Littlepage:

 On behalf of our
client, Beasley Broadcast Group, Inc. (the “Company”), this letter confirms my telephone conversation with you on June 30, 2022 regarding the Company’s request for an extension of time to respond to the comment letter dated
June 16, 2022 from the Staff of the Division of Corporation Finance.

 As discussed, the Company requires additional time to prepare
its response and currently expects to respond no later than July 18, 2022.

 Please contact me at (202)
637-2332 if you have any questions regarding this matter.

Sincerely,

 /s/ Brian D. Miller

 Brian D. Miller

 of LATHAM & WATKINS
LLP

cc:
 Caroline Beasley, Beasley Broadcast Group, Inc.

United States securities and exchange commission logo
June 16, 2022
Caroline Beasley
Chief Executive Officer
Beasley Broadcast Group, Inc.
3033 Riviera Drive, Suite 200
Naples, Florida 34103
Re:Beasley Broadcast Group, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2021
Form 8-K filed May 9, 2022
File No. 000-29253
Dear Caroline Beasley:
            We have reviewed your filings 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 business days by providing the requested
information or advise 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.
Form 10-K for the Fiscal Year Ended December 31 , 2021
Consolidated Financial Statements
Consolidated Statements of Equity, page 34
1.Please explain to us the facts and circumstances of the transaction identified as
"acquisition of noncontrolling interest" that resulted in reduction of $4.5 million in
additional paid-in capital.  Explain your accounting for it and refer us to the supporting
accounting literature.
Form 8-K filed May 9, 2022
Exhibit 99.1
Reconciliation of Net Revenue to FCF, page 6
2.Please reconcile Free Cash Flows (FCF) to the most comparable GAAP measure, net cash
provided by operating activities.  We refer to Item 10(e)(1)(i) of Regulation S-K.  In

 FirstName LastNameCaroline Beasley
 Comapany NameBeasley Broadcast Group, Inc.
 June 16, 2022 Page 2
 FirstName LastName
Caroline Beasley
Beasley Broadcast Group, Inc.
June 16, 2022
Page 2
addition, free cash flows is typically calculated as cash flows from operating activities as
presented in the statement of cash flows under GAAP, less capital expenditures.  Please
revise how you calculate this measure or revise the name of this measure.  We refer to
Question 102.07 of C&DIs on Non-GAAP measures.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Inessa Kessman, Senior Staff Accountant at 202-551-3371 or Robert
Littlepage, Accounting Branch Chief at 202-551-3361 if you have questions regarding our
comments or any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology

May 13, 2019
Marie Tedesco
Chief Financial Officer
Beasley Broadcast Group Inc.
3033 Riviera Drive
Suite 200
Naples, Florida 34103
Re:Beasley Broadcast Group Inc.
Form 10-K for Fiscal Year Ended December 31, 2018
Filed February 19, 2019
File No. 000-29253
Dear Ms. Tedesco:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Telecommunications
cc:       Caroline Beasley

CORRESP
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SEC Correspondence Letter

555 Eleventh Street, N.W., Suite 1000
 Washington, D.C. 20004-1304

Tel: +1.202.637.2200 Fax: +1.202.637.2201

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April 12, 2019

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 Robert S. Littlepage

 Accountant
Branch Chief

 Division of Corporation Finance

 U.S.
Securities and Exchange Commission

 100 F Street, NE

Washington, DC 20549

Re:
 Beasley Broadcast Group, Inc.

 Form 10-K for Fiscal Year Ended December 31, 2018

 Filed February 19, 2019

 File No. 000-29253

Dear Mr. Littlepage:

 We hereby respond on
behalf of Beasley Broadcast Group, Inc. (the “Company”) to the comment of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), as set forth in the Staff’s comment letter dated
April 2, 2019 to the above referenced Annual Report on Form 10-K (the “2018 10-K”). The Company has filed this letter (tagged correspondence) via EDGAR.
For your convenience, the comment is set out immediately preceding the corresponding response. Please note that where the context requires, the term “Company” means Beasley Broadcast Group, Inc. and its consolidated subsidiaries.

Form 10-K for the Fiscal Year Ended December 31, 2018

Financial Statements

 (5) FCC Broadcasting
Licenses, page 40

1.
 We note in the asset exchange disclosed in Note 3, the assets given up included the FCC broadcasting
license. Please explain to us why the rollforward schedule of the FCC Broadcasting Licenses balance in Note 5 does not reflect the loss of a license in the asset exchange.

 April 12, 2019

Page 2

 Response:

On November 1, 2017, the Company entered into an asset exchange agreement with CBS Radio Stations, Inc., Entercom Boston, LLC, and The
Entercom Divestiture Trust under which the Company agreed to exchange all of the assets used or useful in the operations of WMJX-FM (the “Disposal Group”) in Boston, MA for all of the assets used or
useful in the operations of WBZ-FM in Boston, MA (the “Asset Exchange”). As of November 1, 2017, the Company determined that the Disposal Group met the initial criteria for classification as
held for sale in accordance with Financial Accounting Standards Board Accounting Standards Codification (“ASC”)
360-10-45-9. However, as the criteria in ASC 360-10-45-9 were met after the balance sheet date of September 30, 2017 but before the financial statements were issued on November 6, 2017 the Company continued to classify the Disposal
Group as held and used in those financial statements in accordance with ASC 360-10-45-13. Please refer to Note 10 to the
condensed consolidated financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2017, filed with the Commission on November 6,
2017.

 On December 19, 2017, the Company completed the Asset Exchange. Please refer to the “Asset Exchange” subsection of
Note 3 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017, filed with the Commission on February 20, 2018
(the “2017 10-K”). In accordance with ASC 360-10-45-14 and ASC 205-20-45-10, the Disposal Group, including the FCC broadcasting license for WMJX-FM with a
carrying value of $24,759,640, was reclassified to assets held for sale in the balance sheet as of December 31, 2016. Please refer to the summary of assets held for sale as of December 31, 2016 in the “Asset Exchange” subsection
of Note 3 to the consolidated financial statements included in the 2017 10-K.

 Due to the
reclassification of the FCC broadcasting license for WMJX-FM from FCC Broadcasting Licenses to assets held for sale in 2016, the loss of the FCC broadcasting license for
WMJX-FM was reflected in the FCC broadcasting license rollforward schedule for the year ended December 31, 2016. Please refer to the “Assets held for sale reclassification” in the FCC
broadcasting licenses rollforward schedule in Note 5 to the consolidated financial statements included in the 2017 10-K.

Therefore, because the loss of the FCC broadcasting license for WMJX-FM was reflected in the FCC
broadcasting license rollforward schedule for the year ended December 31, 2016, it was not reflected in Note 5 to the consolidated financial statements included in the 2018 10-K, as that rollforward
schedule only reflects changes that occurred in the years ended December 31, 2017 and 2018.

*    *    *    *    *

 April 12, 2019

Page 3

 If you have any questions or comments with regard to these responses or other matters, please call the
undersigned at (202) 637-2332.

Very truly yours,

/s/ Brian D. Miller

 Brian D. Miller

 of LATHAM & WATKINS
LLP

 cc:    Caroline Beasley, Chief Executive Officer

        Beasley Broadcast Group, Inc.

Marie Tedesco, Chief Financial Officer

        Beasley Broadcast Group, Inc.

April 2, 2019
Marie Tedesco
Chief Financial Officer
Beasley Broadcast Group Inc.
3033 Riviera Drive
Suite 200
Naples, Florida 34103
Re:Beasley Broadcast Group Inc.
Form 10-K for Fiscal Year Ended December 31, 2018
Filed February 19, 2019
File No. 000-29253
Dear Ms. Tedesco:
             We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.

Form 10-K for Fiscal Year Ended December 31, 2018
Financial Statements
(5) FCC Broadcasting Licenses, page 40
1.We note in the asset exchange disclosed in Note 3, the assets given up included the FCC
broadcasting license.  Please explain to us why the rollforward schedule of the FCC
Broadcasting Licenses balance in Note 5 does not reflect the loss of a license in the asset
exchange.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.

 FirstName LastNameMarie Tedesco
 Comapany NameBeasley Broadcast Group Inc.
 April 2, 2019 Page 2
 FirstName LastName
Marie Tedesco
Beasley Broadcast Group Inc.
April 2, 2019
Page 2
            You may contact Joseph M. Kempf, Senior Staff Accountant, at 202-551-3352 or Robert
S. Littlepage, Accountant Branch Chief, at 202-551-3361 with any questions.
Sincerely,
Division of Corporation Finance
Office of Telecommunications
cc:       Caroline Beasley

CORRESP
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SEC Letter

 Brian D. Miller

 Direct Dial:
202-637-2332

 555 Eleventh Street, N.W., Suite 1000

Washington, D.C. 20004-1304

 Tel: +1.202.637.2200 Fax:
+1.202.637.2201

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December 30, 2016

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 File No. 015476-0098

Re:
Beasley Broadcast Group, Inc.

Amendment No. 1 to Registration Statement on Form S-3

Filed December 28, 2016

File No. 333-214738

 Ladies and Gentlemen:

On behalf of Beasley Broadcast Group, Inc. (the “Company”), this letter is to confirm that Caroline Beasley, Interim Chief Executive
Officer, Executive Vice President, Chief Financial Officer, Secretary and Treasurer of the Company, has signed the above-referenced Registration Statement on Form S-3 in her capacity as principal executive officer, principal financial officer and
principal accounting officer of the Company.

 If you have any questions or require additional information, please contact me at
(202) 637-2332. Thank you for your assistance in this matter.

Sincerely,

 /s/ Brian D. Miller

 Brian D. Miller

 of Latham & Watkins
LLP

cc:
Caroline Beasley, Beasley Broadcast Group, Inc.

CORRESP
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Acceleration Request

 Beasley Broadcast Group, Inc.

3033 Riviera Drive, Suite 200

Naples, FL 34103

 December 28, 2016

VIA EDGAR

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

Re:
Beasley Broadcast Group, Inc.

 Registration Statement on Form S-3

 File No. 333-214738

Ladies and Gentlemen:

 In accordance with Rule
461 of the General Rules and Regulations under the Securities Act of 1933, as amended, the undersigned, on behalf of Beasley Broadcast Group, Inc. (the “Company”), respectfully requests that the effective date of the above-referenced
Registration Statement on Form S-3 be accelerated so that it will become effective at 4:00 p.m. Eastern Time on December 30, 2016, or as soon as practicable thereafter.

The undersigned, on behalf of the Company, acknowledges the following:

•

should the Securities and Exchange Commission (the “Commission”) or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not
foreclose the Commission from taking any action with respect to the filing;

•

the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and

•

the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 If you have any questions or require additional information, please contact Brian D. Miller, Esq. of Latham &
Watkins LLP at (202) 637-2332. Thank you for your assistance in this matter.

Very truly yours,

Beasley Broadcast Group, Inc.

By:

 /s/ Caroline Beasley

Caroline Beasley

Interim Chief Executive Officer, Executive Vice President,

Chief Financial Officer, Secretary and Treasurer

Mail Stop 3720

October 7, 2015

Caroline Beasley
Chief Financial Officer
Beasley Broadcast Group, Inc.
3033 Riviera Drive, Suite 200
Naples, FL 34103

Re: Beasley Broadcast Group, Inc.
 Form 10 -K for Fiscal Year Ended December 31, 2014
Filed March 18,  2015
File No. 000 -29253

Dear Ms. Beasley :

We have completed our review of your filing.  We remind you that our comment or
changes to disclosure in response to our comment do not foreclose the Commission from taking
any action with respect to the company  or 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.  We urge all persons who are responsible for the
accuracy and adeq uacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Celeste M. Murphy for

Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications

CORRESP
1
filename1.htm

SEC Letter

555 Eleventh Street, N.W., Suite 1000

Washington, D.C. 20004-1304

Tel: +1.202.637.2200    Fax: +1.202.637.2201

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Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, NE

Washington, DC 2054

Re:
Beasley Broadcast Group, Inc.

 Form 10-K for Fiscal Year Ended December 31, 2014

 Filed March 18, 2015

File No. 000-29253

 Dear
Mr. Spirgel:

 On behalf of our client, Beasley Broadcast Group, Inc. (the “Company”), this letter sets forth the
Company’s response to the comment received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated September 16, 2015, with
respect to the above-referenced Annual Report on Form 10-K. For your convenience, the Staff’s comment is set forth below followed by the Company’s response to the comment.

Definitive Proxy Statement

 Incentive
Compensation, page 10

1.
We note you have paid non-equity incentive plan compensation to your NEOs but have not explained why your NEOs earned such compensation. Please disclose any objective performance targets or other subjective factors
that were taken into account in awarding non-equity incentive plan compensation. In this disclosure, please avoid general statements and discuss the specific reasons for awarding compensation to your NEOs. Refer to Item 402(o)(5) of Regulation
S-K. In addition, please provide in your response letter a substantive discussion of these factors for the annual cash bonuses paid under your Performance Incentive Plan for 2014.

 September 30, 2015

 Page
 2

 Response:

The Company acknowledges the requirements of Item 402(o)(5) of Regulation S-K and submits that in future filings, to the extent it pays
non-equity incentive plan compensation to its named executive officers in future years, then to the extent necessary to an understanding of the information disclosed in the summary compensation table, it will disclose the material terms of the plan
or program under which such compensation is paid. The following sets forth a substantive discussion of the factors considered by the Company’s Compensation Committee in determining payouts under our annual bonus plan and the reasons for payment
of the awards to the Company’s named executive officers for 2014:

 ***

Annual cash bonus awards are determined at the discretion of the Compensation Committee based upon our company’s financial performance
and an evaluation of a variety of subjective performance factors. Subjective performance factors that are considered include station ratings, acquisition and divestiture activity, the company’s ability to manage extraordinary events and market
conditions and the company’s overall performance relative to other similarly situated radio companies. Awards can be earned in a range of up to a maximum of approximately 40%-50% of base salary for our Chief Operating Officer and Chief
Financial Officer and up to approximately 75% of base salary for our Chief Executive Officer.

 In past years, our Compensation Committee
has considered our performance in aggregate station operating income goals as one of many factors in evaluating the annual cash flow bonus. However, for 2014, the Compensation Committee did not rely on our station operating income goals due to the
extraordinary transaction that we closed during 2014 and its impact on our operating results. Rather, bonuses for 2014 were awarded based on the overall efforts of our executive team for the year and in particular their extraordinary efforts in
connection with our exchange of assets to and from CBS Radio, which closed on December 1, 2014 and which represented a key transaction in shaping the strategic focus of our company going forward.

***

 The Company presently intends to include
disclosure comparable to the presentation above in its executive compensation disclosure for 2015, as adjusted to reflect applicable changes in the relevant performance factors, company performance and award determinations.

In connection with the Company’s response to this comment the Company acknowledges 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.

 September 30, 2015

 Page
 3

 If you have any questions or comments with regard to this response or other matters, please
call the undersigned at (202) 637-2332.

Very truly yours,

/s/ Brian D. Miller

 Brian D. Miller

 of LATHAM & WATKINS
LLP

cc:
George G. Beasley, Chairman of the Board and Chief Executive Officer

 Beasley Broadcast Group,
Inc.

 Caroline Beasley, Chief Financial Officer

Beasley Broadcast Group, Inc.

Mail Stop 3720

September 16, 2015

Caroline Beasley
Chief Financial Officer
Beasley Broadcast Group, Inc.
3033 Riviera Drive, Suite 200
Naples, FL 34103

Re: Beasley Broadcast Group, Inc.
 Form 10 -K for Fiscal Year Ended December 31, 2014
Filed March 18, 2015
File No. 000 -29253

Dear Ms. Beasley :

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.  I n 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 business days by providing the requested
information or advise 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

Incentive Compensation, page 10

1. We note you have paid non -equity incentive plan compensation to your NEOs but have
not explained why your NEOs earned such compensation.  Please disclose any objective
performance targets or other subjective factors that were taken into account in  awarding
non-equity incentive plan compensation.  In this disclosure, please avoid general
statements and discuss the specific reasons for awarding compensation to your NEOs.
Refer to Item 402(o)(5) of Regulation S -K.  In addition, please provide in your  response
letter a substantive discussion of these factors for the annual cash bonuses paid under
your Performance Incentive Plan for 2014.

Caroline Beasley
Beasley Broadcast Group, Inc.
September 16, 2015
Page 2

 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 company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for t he accuracy
and adequacy of the disclosures they have made.

 In responding to our comment, 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 Commis sion or any person under the federal securities laws of the United States.

You may contact Justin Kisner, Staff Attorney , at (202) 551 -3788, or Celeste M. Murphy,
Legal Branch Chief, at (202) 551 -3257, or me at (202) 551 -3810 with any questions.

Sincerely,

 /s/ Celeste M. Murphy for

 Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications

CORRESP
1
filename1.htm

Correspondence

555 Eleventh Street, N.W., Suite 1000

Washington, D.C. 20004-1304

Tel: +1.202.637.2200 Fax: +1.202.637.2201

www.lw.com

FIRM / AFFILIATE OFFICES

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Larry Spirgel

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Assistant Director

Milan

Washington, D.C.

 Division of Corporation Finance

 U.S. Securities and Exchange Commission

100 F Street, NE

 Washington, DC 20549

Re:

Beasley Broadcast Group, Inc.

Form 10-K for the year ended December 31, 2009

Filed March 11, 2010

File No. 000-29253

 Dear Mr. Spirgel:

 We hereby respond on behalf of Beasley Broadcast Group, Inc. (the “Company”) to the comments of the staff (the
“Staff”) of the Securities and Exchange Commission (the “Commission”), as set forth in the Staff’s letter of comment dated June 3, 2010 to the above referenced Periodic Report. The Company has filed this letter (tagged
correspondence) via EDGAR. For your convenience, each of the comments is set out immediately preceding the corresponding response. Please note that where the context requires, the term “Company” means Beasley Broadcast Group, Inc. and its
consolidated subsidiaries.

 Form 10-K for the Fiscal Year Ended December 31, 2009

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 20

Liquidity and Capital Resources, page 26

1.
We note that you repaid $15.3 million of your outstanding debt with proceeds from the sale of radio station assets. Tell us whether your cash provided by operating
activities is expected to be sufficient to repay and service your significant debt obligations or whether you expect to rely upon additional asset sales to help reduce your outstanding indebtedness.

 June 17, 2010

 Page
 2

 Response: The Company has informed us that the repayment of $15.3 million of outstanding debt
with proceeds from the sale of radio station assets was made pursuant to the requirements of its credit facility. The Company does not expect to rely on additional asset sales to help reduce its outstanding indebtedness. However, pursuant to the
terms of its credit facility, any proceeds in excess of $100,000 from any future asset sales must be used to repay the outstanding balance under its credit facility. The Company has also informed us that it expects its cash from operating activities
to be sufficient to service its existing debt obligations, which include scheduled interest and principal payments on this debt. The Company currently intends to refinance its existing credit facility at or before the expiration of its term.

 Definitive Proxy Statement filed April 15, 2010

2009 Summary Compensation Table, page 8

2.
We note the salaries of your named executive officers decreased from 2008 to 2009. If your salaries decrease in a similar fashion in the future, please disclose the
reasons for the decrease.

 Response: The Company has informed us that if the salaries it pays to its named executive
officers materially decrease in the future, then to the extent necessary to an understanding of the information disclosed in the summary compensation table, it will disclose the material reasons for the decrease(s).

3.
We note you have paid non-equity incentive plan compensation to your NEOs but have not explained why your NEOs earned such compensation. Please disclose any
objective performance targets or other subjective factors that were taken into account in awarding non-equity incentive plan compensation. In this disclosure, please avoid general statements and discuss the specific reasons for awarding compensation
to your NEOs.

 Response: The Company has informed us that, as required by Item 402(o)(5) of Regulation S-K, if it
makes non-equity incentive plan awards to its named executive officers in the future, then to the extent necessary to an understanding of the information disclosed in the summary compensation table, it will disclose the material terms of the
non-equity incentive plan awards, including a general description of the formula or criteria applied or to be applied in determining the amount of the awards.

*    *    *    *    *

The Company hereby acknowledges that:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

 June 17, 2010

 Page
 3

•

 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.

*    *    *    *    *

If you have any questions or comments with regard to these responses or other matters, please call the undersigned at
(202) 637-1028.

Very truly yours,

/s/ Patrick Shannon

 Patrick Shannon

 of
LATHAM & WATKINS LLP

cc:

George G. Beasley, Chairman of the Board and Chief Executive Officer

 Beasley Broadcast Group, Inc.

Caroline Beasley, Chief Financial Officer

 Beasley Broadcast Group, Inc.

June 17, 2010

Via U.S. Mail and Facsimile to (239) 263 -8191

George G. Beasley
Chairman of the Board and CEO
Beasley Broadcast Group, Inc.
3033 Riviera Drive, Suite 200
Naples, FL 34103

 RE: Beasley Broadcast Group, Inc.
Form 10 -K for the fiscal year ended December 31, 2009
Filed March 1 1, 2010
File No. 000-29253

Dear Mr. Beasley :

We have completed our review of your filings and do not have any further comments at
this time.

Sincerely,

 /s/ Larry Spirgel
 Larry Spirgel
Assistant Director

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       D IV ISION OF
CORPORATION FINANCE

Mail stop 3720

       June 3, 2010

Via U.S. Mail and Facsimile to (239) 263 -8191

George G. Beasley
Chairman of the Board and CEO
Beasley Broadcast Group, Inc.
3033 Riviera Drive, Suite 200
Naples, FL 34103

 RE: Beasley Broadcast Group, Inc.
Form 10 -K for the fisc al year ended December 31, 2009
Filed March 1 1, 2010
File No. 000-29253

Dear Mr. Beasley :

We have reviewed your filing and have the following comments.  Please tell us
whether you will comply with our comments in future filings.  In some of our comments
we may ask you to provide us with information so we may better understand your
disclosure and, after reviewing this information, we may raise additional comments.  I f
you disagree  with any of our comments , we will consider your explanation as to why our
comment is inapplicable.  Please be as detailed as necessary in your explanation.

 Please understand that the purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall
disclosu re in your filing.  We look forward to working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 10-K for the Fiscal Year Ended December 31, 2009

Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 20

Liquidity and Capital Resources, page 26

1. We note that you repaid $15.3 million of your outstanding d ebt with proceeds
from the sale o f radio station assets.  Tell us  whether your cash provided by
operating activities is expected to be sufficient to repay and service your
significant debt obligations or whether you expect to rely upon additional asset
sales to help reduce your outstanding indebtedness.

George G. Beasley
Beasley Broa dcast Group, Inc.
June 3, 2010
Page 2

Definitive Proxy Statement filed April 15, 2010

2009 Summary Compensation Table, page 8

2. We note the salaries of your named executive officers decreased from 200 8 to
2009.  I f your salaries decrease in a s imilar fashion  in the future , please disclose
the reasons for the decrease.

3. We note you have paid non -equity incentive plan compensation to your NEOs but
have not explained why your NEOs earned such c ompensation.  P lease disclose
any objective performan ce targets or other subjective factors that were taken into
account in awarding non -equity incentive plan compensation.  In this disclosure,
please avoid general statements and discuss the specific reasons for awarding
compensation to your NEOs.

*    *    *    *

Please respond to these comments within 10 business days of the date of this letter
or tell us when you will provide us with a response.  Please furnish a letter that keys your
responses to our comments and provides any requested information.  D etailed letters
greatly facilitate our review.  Please file your letter over EDGAR.  Please understand that
we may have additional comments after reviewing your responses to our comments.

 We urge all persons who are responsible for the accuracy and ade quacy of the
disclosure in the filings reviewed by the staff to be certain that they have provided all of
the information investors require for an informed decision.  Since the company and its
management are in possession of all  of the  facts relating to a company’s disclosure, they
are responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:

• The company is resp onsible for the adequacy and accuracy of the disclosure in the
filings;

• The staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings; 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.

George G. Beasley
Beasley Broa dcast Group, Inc.
June 3, 2010
Page 3

In addition, please be advised that the Division of Enforcement has access to all
of the information you provid e to the staff of the Division of Corporation Finance in our
review of your filings or in response to our comments on your filings.

Please contact Ajay Koduri, Attorney -Adviser, at (202) 551 -3310 or me at (202)
551-3810  with any other questions.

        Sincerely,

        /s/ Larry Spirgel
        Larry Spirgel
        Assistant Director

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORP ORA TION FINANCE

Mail Stop 3720        February 9, 2006

Via U.S. Mail and Fax (239 263-8191)

Caroline Beasley
Chief Financial Officer
Beasley Broadcast Group, Inc.
3033 Riviera Drive, Suite 200
Naples, Florida 34103

Re: Beasley Broadcast Group, Inc.
 Form 10-K for the year ended December 31, 2004
Filed March 2, 2005

Forms 10-QSB for fiscal quarters ended through September 30, 2005

 File No. 0-29253

Dear Ms.  Beasley:

 We have completed our review of your Form 10-K and related filings and have no further
comments at this time.

             Sincerely,
             /s/ Terry French
              for Larry Spirgel
                      Assistant Director

CORRESP
1
filename1.htm

Correspondence Letter

555 Eleventh Street, N.W., Suite 1000

Washington, D.C. 20004-1304

Tel: (202) 637-2200 Fax: (202) 637-2201

www.lw.com

FIRM / AFFILIATE OFFICES

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December 27, 2005

Hong Kong

San Francisco

London

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Silicon Valley

Milan

Singapore

Moscow

Tokyo

New Jersey

Washington, D.C.

 Larry
Spirgel

 Assistant Director

 Division of Corporation Finance

 U.S. Securities and Exchange Commission

 450 Fifth Street,
N.W.

 Washington, DC 20549-0305

Re:
Beasley Broadcast Group, Inc.

 Form 10-K for
the year ended December 31, 2004

 Filed March 2, 2005

 Form 10-Q for fiscal quarters ended through September 30, 2005

 File No. 0-29253

 Dear Mr. Spirgel:

 We hereby respond on behalf of Beasley Broadcast Group, Inc. (the
“Company”) to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), as set forth in the Staff’s letter of comment dated December 15, 2005 to the above referenced
Periodic Reports. The Company has filed this letter (tagged correspondence) via EDGAR. For your convenience, each of the comments is set out immediately preceding the corresponding response. Please note that where the context requires, the term
“Company” means Beasley Broadcast Group, Inc. and its consolidated subsidiaries.

 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

1.
We note the disclosure in note 13 of your related party transactions. Considering the nature and extent of these transactions you should consider including descriptions of all
material transactions involving related persons, with a discussion of the elements of these transactions that are necessary for an understanding of the transactions’ business purpose and economic substance, and their effects on the financial
statements. Please expand your discussion to provide the following disclosure:

•

The business purpose of the arrangement;

 December 27, 2005

 Page 2

•

Identification of the related parties transacting business with the company;

•

The manner in which transaction prices were determined by the parties;

•

If the transaction has been evaluated for fairness, a description of how the evaluation was made; and

•

Any ongoing contractual or other commitments as a result of the arrangement.

Also, you should disclose any aspects of the transactions that would be different if negotiated with an independent party and the impact that the
transactions would have on the financial statements and any special risks and contingencies.

 Response: The Company has informed us that it will expand its discussion of material transactions with related parties to include the information identified above, as applicable, in Management’s Discussion
and Analysis of Financial Condition and Results of Operations in its future Periodic Reports.

 Impairment of FCC Broadcasting Licenses and Goodwill, page 19

2.
We note your disclosure that you used internally-generated estimates of future cash flows to determine the fair value of each of your reporting units. Tell us how you determined
your reporting units as defined by paragraph 30 of SFAS 142. In light of your disclosure that your chief operating decision maker receives operating results and other information directly from the radio stations, it appears that each radio station
would be an operating segment and a reporting unit. Also revise your disclosure to identify your reporting units.

 Response: The Company has informed us that it determined its reporting units in the manner set foth in Paragraph 30 of SFAS 142, which states that:

•

a reporting unit is an operating segment or one level below an operating segment (referred to as a component);

•

a component of an operating segment is a reporting unit if the component constitutes a business for which discrete financial information is available and segment management
regularly reviews the operating results of that component;

•

two or more components of an operating segment shall be aggregated and deemed a single reporting unit if the components have similar economic characteristics; and

•

an operating segment shall be deemed to be a reporting unit if all of its components are similar, if none of its components is a reporting unit, or if it comprises only a single
component.

 December 27, 2005

 Page 3

 Paragraph 30 also states that the
relevant provisions of SFAS 131 and related interpretive literature should be used to determine the reporting units of an entity.

 Based on its analysis, the Company believes that it currently has one operating segment and believes that each group of radio stations that it owns in a
radio market (which are referred to as “market clusters”) constitutes a component of that operating segment as contemplated by paragraph 30 of SFAS 142. The Company also believes that each market cluster constitutes a business in
accordance with EITF 98-3 for which discrete financial information is available and the chief operating decision maker (“CODM”) regularly reviews the operating results of that component. In addition, as described below, the Company
considers each component (market cluster) to have similar economic characteristics within the meaning of paragraph 17 of SFAS 131 and accordingly that each component should be aggregated into one reporting unit to test goodwill for impairment.

 The Company considers revenue to be the key indicator in
assessing the similarity of the economic characteristics of its components. Revenue in the radio broadcasting industry is generally determined by the advertising rates participants are able to charge and the number of advertisements that such
participant can broadcast without jeopardizing listener levels. Advertising rates are primarily based on the following factors:

•

audience share in the demographic groups targeted by advertisers, as measured principally by quarterly reports issued by The Arbitron Ratings Company;

•

the number of radio stations, as well as other forms of media, in the market competing for the same demographic groups;

•

the supply of, and demand for, radio advertising airtime; and

•

the size of the radio market.

 The Company believes that revenue at each market cluster is similarly affected by each of the above factors. The Company also believes that revenue at
each market cluster follows the same trends and moves up or down in the same way in response to the same factors (i.e., the same factors that affect the amount of spending allocated to advertising by the Company’s customers). The Company also
believes that its product, advertising airtime, has similar degrees of risk, opportunities for growth and end uses at each market cluster. As a result, the Company has concluded that each of its market clusters has similar economic characteristics.

 In addition, the Company also believes that each market
cluster is similar in each of the following areas identified in paragraph 17 of SFAS 131:

a.
The nature of the products and services.

•

Each market cluster primarily sells the same product – advertising airtime.

 December 27, 2005

 Page 4

b.
The nature of the production processes.

•

Each market cluster operates with similar property and equipment (i.e., tower, studio space and equipment, and office space and equipment).

•

Each market cluster has one engineering staff to manage its property and equipment.

c.
The type or class of customer for their products and services

•

Each market cluster sells advertising airtime to one class of customer – local and national advertisers.

d.
The methods used to distribute their products or to provide their services.

•

Each market cluster has a sales force that sells the airtime of one or more of the radio stations in that cluster and reports to common management within the market cluster.

•

All sales employees in each market cluster are compensated in a similar manner.

e.
If applicable, the nature of the regulatory environment.

•

Each market cluster operates in the same regulatory environment – most significantly, regulation by the Federal Communications Commission.

 For the reasons described above, the Company believes that its market
clusters should be aggregated in accordance with paragraph 30 of SFAS 142. However, as stated in a letter to Mr. Carlos Pacho in the Commission’s Division of Corporation Finance dated December 2, 2003, the Company has previously
agreed to accept the Staff’s suggestion to assess goodwill impairment at the market cluster level.

 The Company has informed us that its CODM’s principal source of operating information is a weekly revenue report for the entire company titled the
“HURD” report. The report provides financial information for the entire Company summarized by market cluster and, to the extent that more detailed information is required by the CODM, by radio station.

 The Company has informed us that it will expand its disclosure in future
Periodic Reports to identify its market clusters as the reporting units for the purpose of testing goodwill for impairment as follows:

 “We are required to estimate the fair value of our FCC broadcasting licenses and reporting units on at least an annual basis. We combine our FCC
broadcasting licenses into single units of accounting based on our market clusters for impairment testing purposes. To

 December 27, 2005

 Page 5

 estimate the fair value of our FCC broadcasting
licenses as of [date of test], we obtained appraisals from an independent appraisal company. The appraisal company estimated the fair values of our FM broadcast licenses using discounted future cash flows and the fair values of our AM licenses using
a market valuation approach. The appraisal includes several assumptions and estimates including the determination of future cash flows and an appropriate discount rate. If the appraisal company had made different assumptions or used different
estimates, including those used to determine future cash flows and the discount rate, the fair value of our FCC broadcasting licenses could have been materially different. For the purpose of testing our goodwill for impairment, we have identified
our market clusters as our reporting units. We used internally-generated estimates of future cash flows to determine the fair value of each reporting unit as of [date of test]. These estimates required management judgment and if we had made
different assumptions the fair value of our reporting units could have been materially different.”

3.
Expand the discussion of the annual impairment test for broadcasting license to clarify whether you determine the fair value of each individual license or combine licenses into a
single unit of accounting based on a market cluster, as disclosed at page 17. We also note in your letter dated April 23, 2003 that you identified eleven market clusters as your unit of accounting, as set forth in EITF 02-7, for testing
impairment of your indefinite-lived intangible assets.

 Response: The Company has informed us that it will expand its disclosure in future Periodic Reports to state that its broadcasting licenses are combined into single units of accounting based on market clusters for impairment testing
purposes. It is anticipated that this additional disclosure will be in the form of revised disclosure proposed in the Company’s response to Comment No. 2 above. In addition, the Company notes that on February 5, 2003, the Company
completed the sale of its remaining radio station in New Orleans which reduced the number of market clusters from eleven to ten.

 Consolidated Balance Sheets, page 36

4.
Please label the ‘Note Receivable’ of $4.2M as being from a related party. For additional guidance refer to Rule 4.08 (k) and Rule 5-02 (3) of Regulation S-X.

 Response: The Company has informed us that it will change
“Note Receivable” to read “Notes receivable from related parties” in its consolidated balance sheets provided in its future Periodic Reports.

 Note (1) Segment Information, page 43

5.
We note your disclosure that effective January 1, 2004 as a result of your internal reporting process reorganization your chief operating decision maker receives operating
results and other information directly from your radio stations and no longer evaluates performance or allocates resources based on the operating segments reported previously and as a result of the reorganization, you now operate only one reportable
segment, which includes all of your radio stations. In this regard describe for us the basis for concluding that you operate in one reportable segment in accordance with SFAS 131. In your response show us how your

 December 27, 2005

 Page 6

 operating segments met the
aggregation criteria of paragraph 17 of SFAS 131. Please note that in order for you to be able to aggregate the operating segments they must have similar economic characteristics and be similar in each of the five factors. For additional
guidance refer to EITF 04-10 and paragraph 127 of SFAS 131.

 Response:
Paragraph 10 of SFAS 131 states that an operating segment is a component of an enterprise:

a.
That engages in business activities from which it may earn revenues and incur expenses,

b.
Whose operating results are regularly reviewed by the enterprise’s chief operating decision maker to make decisions about resources to be allocated to the segment and assess
its performance, and

c.
For which discrete financial information is available.

 The Company engages in a single business activity, primarily selling a single product, advertising airtime, from which it earns revenues and incurs
operating expenses. As described above in the response to Comment No. 2, the CODM regularly reviews the operating results of this business presented in the weekly HURD report and uses the information presented therein to assess the performance
of the business and to make decisions about the allocation of resources to the business. The HURD report provides financial information for the entire Company summarized by market cluster and, to the extent that more detailed information is required
by the CODM, by radio station. Accordingly, the Company believes that it currently has one operating segment within the meaning of paragraph 10 of SFAS 131.

 If you have any questions or comments with regard to these responses or other matters, please call the undersigned at (202) 637-1028.

 Very truly yours,

 /s/ Patrick Shannon

 Patrick Shannon

 of LATHAM & WATKINS LLP

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORP ORA TION FINANCE

Mail Stop 3561        December 15, 2005

Via U.S. Mail and Fax (239-263-8191 )

Caroline Beasley
Vice President and Chief Financial Officer
Beasley Broadcast Group, Inc.
3033 Riviera Drive, Suite 200
Naples, Florida 34103

Re: Beasley Broadcast Group, Inc.
 Form 10-K for the year ended December 31, 2004
Filed March 2, 2005

Forms 10-QSB for fiscal quarters ended through September 30, 2005

 File No. 0-29253

Dear Ms.  Beasley

We have reviewed your filing and have the following comments.  We have limited our
review to only your financial statements and related disclosures and do not intend to expand our
review to other portions of your documents.  Please address the following comments in future
filings.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a future revision is unnecessary.  Please be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.  After reviewing this information, we may or may not raise additional comments.

 Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in
your filing.  We look forward to working with you in these respects.  We welcome any questions
you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Caroline Beasley
Beasley Broadcast Group, Inc.  Decem ber 15, 2005
Page 2

Form 10-K for the year ended December 31, 2004

Item 7.  Management’s Discussion and Analys is of Financial Condition and Results of
Operations

1. We note the disclosure in note 13 of your related party transactions. Considering the nature and extent of these transactions you should consider including descriptions of all material
transactions involving related persons, with a discussion of the elements of these transactions
that are necessary for an understanding of the transactions' business purpose and economic substance, and their effects on the financial statements. Please expand your discussion to
provide the following disclosure:
• the business purpose of the arrangement;
• identification of the related parties transacting business with the company;
• the manner in which transaction prices were determined by the parties;
• if the transaction has been evaluated for fairness, a description of how the evaluation
was made; and
• any ongoing contractual or other commitments as a result of the arrangement.
Also you should disclose any aspects of the transactions that would be different if
negotiated with an independent party and the impact that the transactions would have on
the financial statements and any special risks and contingencies.

Critical Accounting Policies

Impairment of FCC Broadcasting Licenses and Goodwill, page 19

2. We note your disclosure that you used internally-generated estimates of future cash flows to
determine the fair value of each of your reporting units.  Tell us how you determined your
reporting units as defined by paragraph 30 of SFA S 142.  In light of your disclosure that your
chief operating decision maker receives operating results and other information directly from
the radio stations, it appears that each radio station would be an operating segment and a
reporting unit.  Also revise your disclosure to identify your reporting units.

3. Expand the discussion of the annual impairment test for broadcasting license to clarify
whether you determine the fair value of each individual license or combine licenses into a
single unit of accounting based on a market cluster, as disclosed at page 17.  We also note in

Caroline Beasley
Beasley Broadcast Group, Inc.  Decem ber 15, 2005
Page 3

your letter dated April 23, 2003 that you identified eleven market clusters as your unit of accounting, as set forth in EITF 02-7, for testing impairment of your indefinite-lived
intangible assets.

Consolidated Balance Sheets, page 36

4. Please label the ‘Note Receivable’ of $4.2M as being due from a related party. For additional
guidance refer to Rule 4.08 (k) and Rule 5-02 (3) of Regulation S-X.

Notes to Consolidated Financial Statements

Note (1) Segment Information, page 43

5. We note your disclosure that effective January 1, 2004 as a result of your internal reporting process reorganization your chief operating decision maker receives operating results and
other information directly from your radio stations and no longer evaluates performance or
allocates resources based on the operating segments reported previously and as a result of the reorganization, you now operate only one reportable segment, which includes all of your
radio stations. In this regard describe for us  your basis for concluding that you operate in one
reportable segment in accordance with SFAS 131. In your response show us how your
operating segments met the aggregation criteria of paragraph 17 of SFAS 131.  Please note
that in order for you to be able to aggregate the operating segments they must have similar
economic characteristics
and be similar in each of the five factors. For additional guidance
refer to EITF 04-10 and paragraph 127 of SFAS 131.

*    *    *    *

Please respond to these comments within 10 business days or tell us when you will
provide us with a response.  Please furnish a letter that keys your responses to our comments and
provides any requested information.  Detailed letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing your responses to our comments.

 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 all information required under the Securities
Exchange Act of 1934 and that they have provided all information investors require for an
informed investment decision.  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

Caroline Beasley
Beasley Broadcast Group, Inc.  December 15, 2005 Page 4

the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that

• the company is responsible for the adequacy and accuracy of the disclosure in the filings;

• staff comments or changes to disclosure in  response to staff comments do not foreclose
the Commission from taking any action with respect to the filings; 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.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Division of Corporation Finance in our review of your
filings or in response to our comments on your filings.

You may contact Al Rodriguez, Staff Acc ountant, at (202) 551-3370 or Terry French,
Accountant Branch Chief, at (202) 551-3828 if you have questions regarding comments on the financial statements and related matters.  Please contact me at (202) 551-3810 with any other
questions.

       S i n c e r e l y ,
       / s /  T e r r y  F r e n c h
       f o r  L a r r y  S p i r g e l
       A s s i s t a n t  D i r e c t o r