UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

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

Date of report: ~~August~~October 191, 2004 (Date of earliest event reported: ~~August~~September 1329, 2004)

Nexstar Broadcasting Group, Inc.

Nexstar Finance Holdings, Inc.

Nexstar Broadcasting, Inc.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

Delaware Delaware Delaware	000-50478 333-68964 333-62916-01	23-3083125 23-3063153 23-3063152
Delaware	000-50478	23-3083125
Delaware	333-68964	23-3063153
Delaware	333-62916-01	23-3063152
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

909 Lake Carolyn Parkway, Suite 1450

Irving, Texas 75039

(Address of Principal Executive Offices, including Zip Code)

(972) 373-8800

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

~~Item~~Check 5.the appropriate ~~Other~~box ~~Events~~below ~~and~~if ~~Required~~the FDForm ~~Disclosure~~8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

On¨ ~~August~~Written ~~13,~~communications ~~2004,~~pursuant ~~Nexstar Broadcasting Group, Inc., Nexstar Finance Holdings, Inc., Nexstar Broadcasting, Inc. (“Nexstar”) entered into a second amendment (the “Amendment”)~~ to ~~their~~Rule ~~Third~~425 ~~Amended~~under and Restated Credit Agreement dated as of December 30, 2003, as amended by that certain First Amendment thereto, dated as of February 9, 2004 among them, Bank of America, N.A., as Administrative Agent, Bear Stearns Corporate Lending Inc., as the ~~Syndication~~Securities ~~Agent,~~Act ~~Royal~~(17 ~~Bank~~CFR ~~of Canada, General Electric Capital Corporation and Merrill Lynch Capital, a division of Merrill Lynch Business Financial Services Inc~~230.~~, as the Co-Documentation Agents, and the several Banks parties thereto. The Amendment is filed as Exhibit 99.1 hereto.~~ 425)

~~The~~¨ ~~Amendment,~~Soliciting ~~among~~material ~~other~~pursuant ~~things, permitted Nexstar~~ to ~~incur~~Rule a14a-12 ~~term~~under ~~loan in~~ the ~~amount~~Exchange ofAct ~~$83,000,000 the proceeds of which were used to:~~ (1)17 ~~repay~~CFR its Term Loan C in the amount of $54,725,000 (principal) and $256,843 (accrued interest thereon); and (2) repay its Revolver Loans in the amount of $28,000,000 (principal) and $14,124 (accrued interest thereon)240. ~~Nexstar paid an amendment fee of $166,000 in connection with the Amendment.~~ 14a-12)

On¨ ~~August~~Pre-commencement ~~13,~~communications ~~2004,~~pursuant ~~Mission~~to ~~Broadcasting,~~Rule ~~Inc. entered into its first amendment~~ 14d-2(~~the “Mission Amendment”~~b) tounder ~~its Second Amended and Restated Credit Agreement dated as of December 30, 2003, among it, Bank of America, N.A., as Administrative Agent, Bear Stearns Corporate Lending Inc., as~~ the ~~Syndication~~ ~~Agent,~~Exchange ~~Royal~~Act ~~Bank~~(17 ofCFR ~~Canada, General Electric Capital Corporation and Merrill Lynch Capital, a division of Merrill Lynch Business Financial Services Inc~~240.~~, as the Co~~14d-~~Documentation Agents, and the several Banks parties thereto. The Mission Amendment is filed as Exhibit 99.~~2 ~~hereto.~~ (b))

~~The~~¨ ~~Mission~~Pre-commencement ~~Amendment,~~communications ~~among~~pursuant ~~other things, permitted Mission~~ to ~~incur~~Rule ~~a term loan in the amount of $152,000,000 the proceeds of which were used to,~~ 13e-4(1c) ~~repay~~under ~~its Term Loan C in~~ the ~~amount~~Exchange ofAct ~~$139,300,000~~ (~~principal)~~17 ~~and~~CFR ~~$653,781~~ 240.13e-4(~~accrued interest thereon~~c)~~; and (2~~) ~~repay its Revolver Loans in the amount of $12,000,000 (principal) and $58,267 (accrued interest thereon).~~

~~Nexstar~~Section ~~guarantees~~1 ~~full~~- ~~payment of any obligations under Mission~~Registrant’s ~~credit~~Business ~~facility~~and inOperations ~~the event of Mission’s default.~~

Item 71.01 ~~Financial~~Entry ~~Statements,~~into ~~Pro~~a ~~Forma~~Material ~~Financial~~Definitive ~~Information and Exhibits~~Agreement.

Exhibit No.		Description
99.1		Consent and Second Amendment to the Nexstar Credit Agreement
99.2		Consent and First Amendment to the Mission Credit Agreement.

On September 29, 2004, Nexstar Broadcasting Group, Inc., executed full and unconditional guarantees with respect to the 7% Senior Subordinated Notes due 2014 and the 12% Senior Subordinated Notes due 2008, each issued by Nexstar Broadcasting, Inc. and the 11.375% Senior Discount Notes due 2013 issued by Nexstar Finance Holdings, Inc.

As a result of the issuance of the guarantees, Nexstar Finance Holdings, Inc. and Nexstar Broadcasting, Inc. are permitted to omit financial statements pursuant to Rule 3-10 of Regulation S-X and are exempt from periodic reporting under the Securities Exchange of 1934, as amended, pursuant to Rule 12h-5 adopted by the Securities and Exchange Commission thereunder. Nexstar Broadcasting Group, Inc.’s financial statements, to the extent required, will include a footnote presenting condensed consolidating financial information with respect to Nexstar Broadcasting Group, Inc., Nexstar Broadcasting, Inc., and Nexstar Finance Holdings, Inc.

Item 9.01 Financial Statements and Exhibits.


Exhibit No.		Description

99.1		Guarantee issued by Nexstar Broadcasting Group, Inc. with respect to 7% Senior Subordinated Notes due 2014.

99.2		Guarantee issued by Nexstar Broadcasting Group, Inc. with respect to 12% Senior Subordinated Notes due 2008.

99.3		Guarantee issued by Nexstar Broadcasting Group, Inc. with respect to 11.375% Senior Discount Notes due 2013.

SIGNATURES

According to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	NEXSTAR BROADCASTING GROUP, INC.
	By:	/s/ G. Robert Thompson
Date: August 19, 2004	Name:	G. Robert Thompson
Date: October 1, 2004	Name:	G. Robert Thompson
	Title:	Chief Financial Officer

EXHIBIT INDEX

Exhibit No.		Description
99.1		~~Consent~~Guarantee ~~and~~issued ~~Second~~by ~~Amendment~~Nexstar Broadcasting Group, Inc. with respect to ~~Credit~~7% ~~Agreement~~Senior Subordinated Notes due 2014.
99.2		Guarantee issued by Nexstar Broadcasting Group, Inc. with respect to 12% Senior Subordinated Notes due 2008.
99.3		Guarantee issued by Nexstar Broadcasting Group, Inc. with respect to 11.375% Senior Discount Notes due 2013.

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