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


     DIVISION OF
CORPORATION FINANCE




                                                               July 27, 2018

  Via E-mail
  Christopher Kitchen, Esq.
  Executive Vice President and General Counsel
  Townsquare Media, Inc.
  240 Greenwich Avenue
  Greenwich, CT 06830

          Re:     Townsquare Media, Inc.
                  Schedule TO-I
                  Filed July 19, 2018
                  File No. 005-88259

  Dear Mr. Kitchen:

        We have limited our review of the filing to those issues we have
addressed in our
  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 this letter by amending your filing, by providing
the requested
  information, or by advising us when you will provide the requested response.
If you do not
  believe our comments apply to your facts and circumstances or do not believe
an amendment is
  appropriate, please tell us why in your response.

         After reviewing any amendment to your filing and the information you
provide in
  response to these comments, we may have additional comments.

  Offer to Exchange Eligible Options for Replacement Options

  1.      As structured, optionholders who tender in your offer will not know
the new exercise
          price and the number of replacement option shares they will receive
in the exchange until
          the close of the trading day on the expiration date. With respect to
the number of option
          shares they will receive, we further note that your offering
documents illustrate only one
          potential exchange ratio based on the current market price of the
underlying common
          stock rather than a range of potential exchange ratios. Accordingly,
please revise the
          offering documents to illustrate a range of potential exchange ratios
so that optionholders
          can assess the impact that market price fluctuations would have on
your offer.
 Christopher Kitchen, Esq.
Townsquare Media, Inc.
July 27, 2018
Page 2

2.     With reference to Rules 13e-4(f)(1)(ii) and 14e-1(b), please tell us:
        whether you will revise the Schedule TO during the pendency of the
offer to reflect a
          current market price, and if applicable, an amended range of
potential exchange
          ratios;
        whether you intend to provide any web-based or other publicly
accessible tool that
          optionholders can access during the pendency of the offer to obtain
hypothetical
          exchange ratios; and
        how you intend to disclose to offerees the final exchange ratio, the
number of
          replacement options and the exercise price for the new options to
allow sufficient
          time for holders to consider whether to tender or withdraw their
options.


        We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

       Please contact Joseph McCann at (202) 551-6262 or me at (202) 551-3589
if you have
any questions regarding our comments.


                                                            Sincerely,

                                                            /s/ Tiffany Posil

                                                            Tiffany Posil
                                                            Special Counsel
                                                            Office of Mergers &
Acquisitions