November 14, 2019

Jeffrey Smulyan
Chief Executive Officer
MediaCo Holding Inc.
One Emmis Plaza, 40 Monument Circle, Suite 700
Indianapolis, IN 46204

       Re: MediaCo Holding Inc.
           Amendments No. 2 and No. 3 to
           Registration Statement on Form 10-12B
           Filed November 1, 2019 and November 8, 2019
           File No. 001-39029

Dear Mr. Smulyan:

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

       Please respond to these comments within ten 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 and any amendment you may file in response
to these
comments, we may have additional comments.

Form 10-12B/A filed on November 8, 2019

Description of MediaCo Securities--Indemnification of Officers and Directors,
page 83

1.    We note that your forum selection provision in the Amended and Restated
Code of
      Bylaws filed as Exhibit 3.2 to the registration statement identifies a
Circuit or Superior
      Court of the Marion County, State of Indiana (or the United States
District Court in the
      Southern District of Indiana in a case of pendent jurisdiction), as the
exclusive forum for
      certain litigation, including any "derivative action." Please disclose
whether this provision
      applies to actions arising under the Securities Act or the Exchange Act.
In that regard, we
      note that Section 27 of the Exchange Act creates exclusive federal
jurisdiction over all
      suits brought to enforce any duty or liability created by the Exchange
Act or the rules and
      regulations thereunder, and Section 22 of the Securities Act creates
concurrent jurisdiction
      for federal and state courts over all suits brought to enforce any duty
or liability created by
 Jeffrey Smulyan
MediaCo Holding Inc.
November 14, 2019
Page 2
      the Securities Act or the rules and regulations thereunder. If the
provision applies to
      Securities Act claims, please revise your disclosure to state that there
is uncertainty as to
      whether a court would enforce such provision and investors cannot waive
compliance
      with the federal securities laws and the rules and regulations
thereunder. If the provision
      does not apply to actions arising under the Securities Act or Exchange
Act, please also
      ensure that the exclusive forum provision in the governing documents
states this clearly.
      Lastly, provide clear risk factor disclosure of the risks and other
impacts on shareholders
      of MediaCo of the exclusive forum provision.
General

2.    Please provide an analysis of whether the distribution of MediaCo Class A
shares to the
      shareholders of Emmis constitutes a sale under Section 2(a)(3) of the
Securities Act. In
      this regard, explain whether the transactions in connection with the
distribution would
      fundamentally alter the nature of the Emmis shareholders' investment such
that the
      shareholders are providing value for the MediaCo shares. For example,
      discuss the shareholders' economic and voting interests in Emmis prior to
the transactions
      compared to their economic and voting interests in Emmis and MediaCo
after the
      transactions. For example, include the percentage of Emmis' assets that
the assets being
      contributed to MediaCo represent.
        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 Christie Wong, Staff Accountant, at 202-551-3684, or
Joseph
Cascarano, Senior Staff Accountant, at 202-551-3376 if you have questions
regarding comments
on the financial statements and related matters. Please contact Paul Fischer,
Staff Attorney, at
202-551-3415, or Kathleen Krebs, Special Counsel, at 202-551-3350 with any
other questions.



                                                             Sincerely,
FirstName LastNameJeffrey Smulyan
                                                             Division of
Corporation Finance
Comapany NameMediaCo Holding Inc.
                                                             Office of
Technology
November 14, 2019 Page 2
cc:       Justin Chairman
FirstName LastName