December 6, 2019
Via Email

Andrew J. Pitts, Esq.
Cravath, Swaine & Moore LLP
Worldwide Plaza
825 Eighth Avenue
New York, New York 10019

       Re:        Gannett Media Corp.
                  Schedule TO-I
                  Filed November 29, 2019
                  File No. 005-88918

Dear Mr. Pitts:

       The staff in the Office of Mergers and Acquisitions has reviewed the
filing listed above,
and we have the comments set forth below. All defined terms used herein have
the same
meaning as in the Fundamental Change Company Notice and Offer to Repurchase for
Cash
attached as Exhibit (a)(1) to the Schedule TO-I. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.

       Please respond to this letter by amending your filing, by providing the
requested
information, or by advising us when you will provide the requested response. If
you do not
believe our comments apply to your facts and circumstances or do not believe an
amendment is
appropriate, please tell us why in your response.

       After reviewing any amendment to your filing and the information you
provide in
response to these comments, we may have additional comments.

Exhibit (a)(1)
Make-Whole Conversion Right, page 8

1. In your response letter, please identify the exemption from the prohibition
on purchases
   outside of a tender offer in Exchange Act Rule 14e-5 that permits the Issuer
to effectively
   repurchase the Notes that are the subject of this Offer for cash, pursuant
to the Make-Whole
   Conversion Right, while this offer is pending. Refer to Exchange Act Rules
14e-5 and 13e-
   4(f)(6).
 Agreement to be Bound by the Terms of the Fundamental Change Repurchase Right,
page 12

2. We note your assertion on page 13 that the Issuer's determinations as to the
validity, form,
   eligibility, and acceptance of any surrender of Notes for repurchase are
"final and binding on
   all parties." Please revise to clarify that Holders of the Notes may
challenge the Issuer's
   determinations in a court of competent jurisdiction.

Payment for Surrendered Notes; Source and Amount of Funds, page 13

3. Please delineate the portion of the funds you will use to repurchase the
Notes that derives
   from the Credit Facility as opposed to cash on hand, and briefly describe
any plans or
   arrangements to repay the Credit Facility. Refer to Item 1007(d)(2) of
Regulation M-A.

4. With respect to the payment procedures set forth in this section, we note
that DTC will
   "distribute the money to its participants in accordance with its
procedures." In your response
   letter, please explain how this process is consistent with the Issuer's
obligation to make
   prompt payment.

        We remind you that the registrant 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.

        Please direct any questions to me at (202) 551-7951. You may also
contact Tina Chalk,
Senior Special Counsel, at (202) 551-3263.


                                                            Sincerely,

                                                            /s/ Joshua Shainess

                                                            Joshua Shainess
                                                            Special Counsel
                                                            Office of Mergers
and Acquisitions