September 9, 2019

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

       Re: Mediaco Holding Inc.
           Registration Statement on Form 10-12B
           Filed August 13, 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 to these comments, we may have additional
comments.

Form 10-12B Filed on August 13, 2019

Cautionary Notice Concerning Forward-Looking Statements, page 29

1.    Please revise to remove the reference to the Safe Harbor provision of the
Exchange Act,
      as it is inapplicable to initial public offerings such as yours.
Management's Discussion and Analysis of Financial Condition and Results of
Operations for
Mediaco
Liquidity and Capital Resources, page 42

2.    Please address the company's liquidity and capital resources following
the Transactions.
      Disclose how the company will meet its cash requirements and obligations.
This would
      include the $91 million cash distribution to Emmis, anticipated debt
financing, promissory
      note issued to Emmis, agreements with Emmis Operating Company, costs of
the
      Transactions and costs of being a public reporting company.
 Jeffrey Smulyan
Mediaco Holding Inc.
September 9, 2019
Page 2
Unaudited Pro Forma Condensed Combined Financial Statements
Notes to Unaudited Pro Forma Condensed Combined Financial Statements , page 50

3.       With respect to Note (C), please describe the nature and reason for
the approximately $7.0
         million increase in accounts payable and accrued expenses.
4.       With respect to Note (D), please disclose the terms and conditions of
the senior credit
         facility and Emmis Promissory Note.
5.       With respect to Note (H), please disclose separately the amount of
interest expense related
         to the senior credit facility, the Emmis Promissory Note, amortization
of the associated
         deferred debt issuance costs, and agent monitoring fees.
Security Ownership of Certain Beneficial Owners and Management, page 74

6.       In light of the fact that the Series A and Series B common shares have
different voting
         rights, please add a column to the table that discloses the total
voting power of each
         beneficial owner. Also disclose the beneficial ownership of the Class
B common shares.
Financial Statements
b. Revenue Recognition , page F-10

7.       We note on page 4 that the local and regional advertising sales were
made by the stations'
         sales staff. Please tell us whether you paid sales commissions to the
staff to obtain the
         local and regional advertising sales contracts. If so, and material,
please describe your
         consideration of ASC 340-40.
8.       We note that Other revenue includes network revenues and barter
revenue. Please
         disclose your revenue recognition policy of such revenues.
Note 3. Long-Term Debt of Emmis, page F-12

9.       With a view towards comprehensive footnote disclosure, please clarify
the reason for the
         debt disclosure and why purchasers of the Carved-out Stations will not
assume any of
         Emmis' debt. We note your reference to Note 2.
General

10.    We note that the initial contribution by SG Broadcasting will be $91.5
million, which will
       be reduced by the net proceeds of any financing arrangements entered
into by Mediaco
       prior to the closing of the Transactions. We also note that you
anticipate receiving $50
FirstName LastNameJeffrey Smulyan
       million in debt financing. Therefore, where you discuss SG
Broadcasting's initial
Comapany NameMediaco Holding Inc.
       contribution, also disclose the amount you anticipate SG Broadcasting
will actually invest
Septemberthe 2019 Page 2 B common shares.
       for 9, Mediaco Class
FirstName LastName
 Jeffrey Smulyan
FirstName LastNameJeffrey Smulyan
Mediaco Holding Inc.
Comapany 9, 2019
September NameMediaco Holding Inc.
Page 3
September 9, 2019 Page 3
FirstName LastName
        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,

                                                           Division of
Corporation Finance
                                                           Office of
Telecommunications
cc:      Justin Chairman