December 5, 2005


Via Facsimile (617) 526-5000

Thomas S. Ward, Esq.
Wilmer Cutler Pickering Hale and Dorr LLP
60 State Street
Boston, Massachusetts 02109
(617) 526-6000

RE:	Lin TV Corp
      Schedule TO-I filed November 21, 2005
	File No. 005-78263

Dear Mr. Ward:

      We have the following comments on the above-referenced
filing:

Offer to Exchange Outstanding Stock Options
Summary Term Sheet, page 1

1. Please revise your characterization of the information in the
summary as "not complete."  The summary term sheet must describe
the most material terms of the proposed transaction.  The summary
term sheet must provide security holders with sufficient information
to understand the essential features and significance of the proposed
transaction.  Please see Item 1 of Schedule TO and Item 1000 of
Regulation M-A.  Such summary may not be characterized as
incomplete.

Q17 Can I change my election regarding options that I surrender?
Page 5

2. Here and in the corresponding section, disclose that tendering
option holders also have withdrawal rights after the expiration of
forty business days from the date this exchange offer commenced,
if the tendered options have not yet been accepted for exchange.
See Rule 13e-4(f)(2)(ii).

Conditions of the Offer, page 9

3. Three offer conditions include the trigger of changes in your
prospects, which is vague. Please revise to specify or generally
describe the prospects to which you refer so that security holders
will have the ability to objectively determine whether the
condition has been triggered.

4. We note your statement on page 10, regarding the condition,
that "[a]ny determination we make concerning the events described
in this section will be final and binding upon all of our employees,
our subsidiaries` employees and our non-employee directors eligible
to participate in this offer."  Please revise this sentence to more
precisely define its scope.  It appears that your interpretation
of the terms of the tender offer may not necessarily be final and
binding on all parties.  For example, while you may assert an
offer condition when it is triggered, when parties contest asserted
conditions, the judgments of courts of law are generally
considered final and binding in such matters.

Summary Financial Information

5. We note that you incorporate by reference the financial
information required by Item 1010(a) of Regulation M-A.  Further,
you have provided summary information required by Item 1010(c) of
Regulation M-A.  However, we cannot locate some of the items
required by Item 1010(c) in your summary information.  For example,
we cannot locate income per common share, net income per common share,
or book value per share, as required by Items 1010(c)(2), (3), and (5),
respectively.  Please revise to include all the summary financial
information required by Item 1010(c).

Closing Comments

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be certain that they have provided all information investors require.
Since the Company and its management are in possession of all
facts relating to a Company`s disclosure, they are responsible for
the accuracy and adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide, in writing, a statement from the Company acknowledging that:

* the Company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and

* the Company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      As appropriate, please amend your filing in response to
these comments.  You may wish to provide us with marked copies of
the amendment, if required, to expedite our review.  Please furnish
a cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please file
your response letter on EDGAR.  Please understand that we may have
additional comments after reviewing your amendment and responses
to our comments.  If the information you provide in response to our
comments materially changes the information that you have already
provided to security holders, disseminate the revised materials in
a manner reasonably calculated to inform them of the new
information.

	Direct any questions to me at (202) 551-3257.  You may also
contact me via facsimile at (202) 772-9203.  Please send all
correspondence to us at the following ZIP code:  20549-3628.


						Very truly yours,


						Celeste M. Murphy
						Special Counsel
						Office of Mergers & Acquisitions