United States securities and exchange commission logo





                 August 11, 2021

       Rahsan-Rahsan Lindsay
       Chief Executive Officer
       Mediaco Holding Inc.
       40 Monument Circle
       Suite 700
       Indianapolis, IN 46204

                                                        Re: Mediaco Holding
Inc.
                                                            Registration
Statement on Form S-3
                                                            Filed August 6,
2021
                                                            File No. 333-258593

       Dear Mr. Lindsay:

              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 Matthew Crispino, Staff Attorney, at (202) 551-3456
or Jan Woo, Legal
       Branch Chief, at (202) 551-3453 with any questions.




                 Sincerely,


                 Division of Corporation Finance

                 Office of Technology
       cc:                                              Justin W. Chairman