UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~August~~January 18, ~~2005~~2006

SUSQUEHANNA MEDIA CO.

(Exact name of registrant as specified in its charter)

Delaware	333-80523	23-2722964
(State or other jurisdiction	(Commission ~~file~~File ~~number~~Number)	(IRS ~~employer~~Employer
of incorporation)		~~identification~~Identification noNo.)

140 East Market Street, York, PA 17401
(Address of principal executive offices)

Registrant’s telephone number, including area code: (717) 848-5500

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 28.0201 ~~RESULTS~~OTHER ~~OF OPERATIONS AND FINANCIAL CONDITION~~EVENTS

~~A release announcing~~ Susquehanna Media Co.’s (“Media’s”) ~~second~~announced ~~quarter~~today ~~2005~~that ~~results~~it commenced a tender offer (the “Tender Offer”) for cash to purchase any and all of the $150 million outstanding principal amount of its 7 3/8% Senior Subordinated Notes due 2013 (the “Notes”). In connection with the Tender Offer, Media is soliciting consents (the “Consent Solicitation”) to effect certain proposed amendments to the indenture governing the Notes. The Tender Offer and Consent Solicitation are being made pursuant to ~~furnished~~an asOffer ~~Exhibit~~to Purchase and Consent Solicitation Statement dated January 9918, to2006, ~~this~~and ~~Current~~a ~~Report~~related Consent onand ~~Form~~Letter ~~8-K~~of Transmittal, which more fully set forth the terms and conditions of the Tender Offer and Consent Solicitation.

~~In accordance~~The ~~with~~total ~~General~~consideration ~~Instruction~~to ~~B.2~~be ofpaid ~~Form~~for ~~8-K~~each $1,000 ~~the~~principal ~~information~~amount inof ~~this~~Notes ~~Current~~validly ~~Report~~tendered onand ~~Form~~accepted ~~8-K,~~for ~~including~~purchase ~~Exhibit 99,~~will ~~shall~~be ~~not~~determined beusing ~~deemed~~a ~~“filed”~~yield ~~for~~equal to a fixed spread of 75 basis points plus the ~~purposes~~bid-side yield to maturity of ~~Section~~the 3.375% U.S. Treasury Note due February 1815, 2008. The pricing of the ~~Securities~~ ~~Exchange~~total ~~Act~~consideration ofis ~~1934~~expected to occur at 10:00 a.m., asNew ~~amended~~York City time, oron January 31, ~~otherwise~~2006 (such date subject to ~~the~~adjustment). ~~liability~~The total consideration includes a consent payment of ~~that~~$30 ~~section~~per $1,000 principal amount of Notes payable only to holders who tender (and do not ~~nor~~validly ~~shall~~withdraw) ittheir Notes and validly deliver (and do not validly revoke) their consents prior to the consent payment deadline. Holders who tender (and do not validly withdraw) their Notes after the consent payment deadline will be ~~deemed~~eligible ~~incorporated~~to byreceive ~~reference~~the intotal ~~any~~consideration ~~filing~~minus ~~under~~the consent payment. Holders who tender (and do not validly withdraw) their Notes will receive the accrued ~~Securities~~and ~~Act~~unpaid ofinterest ~~1933~~on such Notes through, ~~as amended~~but not including, ~~except~~the asapplicable ~~shall~~payment date in connection with the tender offer. The consent payment deadline is scheduled to be ~~expressly~~5:00 ~~set~~p.m., ~~forth~~New York byCity ~~specific~~time, ~~reference~~on inJanuary 31, ~~such~~2006, aunless ~~filing~~terminated or extended.

~~Additionally,~~The ~~Media~~Tender ~~today~~Offer ~~announced~~is ~~its~~scheduled ~~conference~~to ~~call~~expire onat ~~Friday~~midnight, ~~August 19,~~New ~~2005~~York atCity ~~11:00 a.m. EDT~~time, toon ~~discuss second quarter 2005 results. To participate in this conference call~~February 14, ~~please dial~~2006, ~~(877) 326-2337.~~unless ~~The~~terminated ~~participant~~or ~~code is 7055494~~extended.

~~Some~~The ofcomplete ~~the~~announcement ~~statements~~is infiled this report constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Certain, but not necessarily all, of such forward-looking statements can be identified by the use of forward-looking terminology, such as ~~“believes,”~~ ~~“expects,”~~Exhibit 99 ~~“may,”~~to ~~“will,”~~this ~~“should,”~~Current or “anticipates” or the negative thereof or other variations thereof or comparable terminology, or by discussion of strategies, each of which involves risks and uncertainties. All statements other than historical facts included herein, including those regarding market trends, Media’s financial position, business strategy, projected plans, estimated impact of accounting treatment changes, estimated SEC filing dates, and objectives of management for future operations, and the potential sale of Media’s businesses are forward-looking statements. Many of these risks are discussed in Media’s Annual Report on Form 108-K ~~for~~ ~~the year ended December 31, 2004. Such forward-looking statements involve known~~ and ~~unknown~~is ~~risks,~~incorporated ~~uncertainties~~herein ~~and other factors that may cause the actual results or performance of Media to be materially different from any future results, performance or achievements expressed or implied~~ by ~~the forward-looking statements~~reference. ~~Such factors include, but are not limited to, general economic~~ and business conditions (both nationally and in Media’s markets), the outcome of the potential sale of our Radio and Cable businesses, interest rate movements, terrorists’ acts or adverse reactions to United States anti-terrorism activities, the amount and timing of compensation charges, our ability to service our outstanding indebtedness and the impact such indebtedness may have on the way we operate our businesses, changes in accounting principles generally accepted in the United States of America and changes in SEC rules and regulations, advances in technology and our ability to capitalize on such advances, decreases in our customers’ advertising and entertainment expenditures, acquisition opportunities and Media’s ability to integrate successfully any such acquisitions, our ability to successfully enter new lines of business, from time to time, such as telephony, meet expectations and estimates concerning future financial performance, financing plans, the impact of competition, existing and future regulations affecting Media’s business, possible nonrenewal of cable franchises, and other factors over which Media may have little or no control.

In addition to historical information, this report contains certain statements that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are made on the basis of management’s views and assumptions regarding business performance as of the time the statements are made, and management does not undertake any obligation to update these statements. These forward-looking statements include, but are not limited to, all statements regarding the intent, belief or current expectations regarding the matters discussed or incorporated by reference in this document (including statements as to “beliefs,” “expectations,” “anticipations,” “intentions” or similar words) and all statements which are not statements of historical fact. These forward-looking statements, together with other statements that are not historical, involve known and unknown risks, uncertainties, contingencies and other factors that could cause results, performance or achievements to differ materially from those stated. Such risks, uncertainties, contingencies and other factors, many of which are beyond the control of Media, include, but are not limited to: the timely completion of Media’s disposition of its cable and radio business and the risks and uncertainties described in the Offer to Purchase and Consent Solicitation Statement under the headings “Forward-Looking Statements” and “Certain Significant Considerations” and in Media’s reports and filings with the Securities and Exchange Commission, particularly those discussed in its Form 10-K for the year ended December 31, 2004, as amended. Should one or more of these risks or uncertainties materialize or should underlying assumptions prove incorrect, Media’s actual results, performance or achievements could differ materially from those expressed in, or implied by, such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Except as otherwise required by law, Media does not undertake any obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to behe signed on its behalf by the undersigned hereunto duly authorized.

Date August 18, 2005	SUSQUEHANNA MEDIA CO. Registrant
Date January 18, 2006	SUSQUEHANNA MEDIA CO. Registrant
	By:	/s/ ~~John~~David LE. ~~Finlayson~~Kennedy President and Chief Executive Officer
		Vice President and Chief Financial Officer

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