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 (Date of earliest event reported): ~~October~~November 188, 2005

NextMedia Operating, Inc.

(Exact name of registrant as specified in its charter)


DELAWARE	333-84416	84-154397
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

6312 S. Fiddlers Green Circle, Suite 360EGreenwood Village Colorado		80111
6312 S. Fiddlers Green Circle, Suite 360E Greenwood Village Colorado		80111
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (303) 694-9118

Not Applicable.

(Former name or former address, if changed since last report)

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 (see General Instruction A.2. below):

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

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

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

¨	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

~~This~~On ~~information~~November ~~shall~~8, ~~not~~2005, beNextMedia ~~deemed~~Operating, Inc. (the “~~filed~~Company”) ~~for~~issued ~~purposes~~a ofpress ~~Section~~release 18announcing ofthat ~~the~~it ~~Securities~~has ~~Exchange~~extended ~~Act~~the expiration date of ~~1934,~~its astender ~~amended~~offer ~~(the~~for ~~“Exchange Act”),~~any orand ~~incorporated~~all byof ~~reference~~its in$200 ~~any~~million ~~filing~~aggregate principal ~~under~~amount ~~the~~of ~~Securities~~10.75% ~~Act~~Senior ofSubordinated ~~1933,~~Notes asdue ~~amended,~~2011 orand ~~the~~related ~~Exchange~~consent ~~Act,~~solicitation. ~~except~~A ascopy ~~shall~~of bethat ~~expressly~~press ~~set~~release ~~forth~~is byattached ~~specific~~hereto ~~reference~~as inExhibit ~~such~~99.1 aand ~~filing~~incorporated herein by reference.

OnItem ~~October 18, 2005, a news release was issued on the subject of third quarter earnings by NextMedia Operating, Inc~~9.01 ~~The~~Financial ~~news~~Statements ~~release did not include certain financial statements, related footnotes~~ and certain other financial information that will be filed with the Securities and Exchange Commission as part of NextMedia’s Quarterly Report on Form 10-Q. A copy of the press release relating to such announcement, dated October 18, 2005, is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Exhibits

Item 9.01 Financial Statements and Exhibits.

(c)	Exhibits

99.1 Press ~~Release~~release ofissued by NextMedia Operating, Inc., ~~dated~~on ~~October~~November 188, 2005.

SIGNATURES

Pursuant 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.

	NextMedia Operating, Inc.
Date: October 18, 2005	By:	/s/ Sean R. Stover
Date: November 8, 2005	By:	/s/ Sean R. Stover
	Name:	Sean R. Stover
	Title:	Senior Vice President and Chief Financial Officer

LOGO

EXHIBIT INDEX

Exhibit No.		Description
Exhibit 99.1		Press ~~Release~~release ofissued by NextMedia Operating, Inc. ~~dated~~on ~~October~~November 188, 2005.

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