Morgan, Lewis & Bockius LLP

1701 Market Street
Philadelphia, PA 19204

Tel. +1 215.963.5000

Fax: +1 215.963.5001

www.morganlewis.com

Justin W. Chairman

+1 215.963.5061

justin.chairman@morganlewis.com

November 8, 2019

Via EDGAR

Kathleen Krebs

Special Counsel

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re:	MediaCo Holding Inc.
	Registration Statement on Form 10-12B
	Filed November 8, 2019
	File No. 001-39029

Ms. Krebs:

We are writing to the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) on behalf of MediaCo Holding Inc. (the “Company”) with respect to the Company’s Registration Statement on Form 10 (File No. 001-39029) (the “Form 10”). We are filing this letter with the Commission simultaneously with the filing of Amendment No. 3. For the Staff’s convenience, a copy of this letter, along with a marked electronic copy of this Amendment No. 3, is being provided to show the revisions from Amendment No. 2 to the Form 10, which was filed with the Commission on November 1, 2019.

The Company is filing Amendment No. 3 for the purpose of providing all remaining outstanding disclosure in the Form 10. The Company confirms that it anticipates no material revisions to the senior secured term loan facility referenced in Comments 2 and 4 in the Staff’s letter to the Company dated September 9, 2019, with respect to the Form 10 filed with the Commission on August 13, 2019.

* * * * * *

If you have any questions or require any additional information regarding the foregoing, please do not hesitate to contact me at (215) 963-5061.

	Very truly yours,

	Morgan, Lewis & Bockius LLP

	By:	/s/ Justin W. Chairman
	Name:	Justin W. Chairman

cc: Jeffrey Smulyan, Mediaco Holding Inc.
Christopher S. Ronne, Morgan, Lewis & Bockius LLP