UNITED STATES SECURITIES AND EXCHANGE COMMISSION ~~Washington, D.C. 20549~~

Washington, D.C. 20549

FORM 8-K

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

~~Pursuant~~Date toof ~~Section 13~~Report ~~or 15~~(d)Date of ~~the~~earliest ~~Securities~~event ~~Exchange~~reported): December 1, ~~Act of 1934~~2004

~~Date~~SUSQUEHANNA ofMEDIA ~~report (date of earliest event reported):~~CO. ~~August 12, 2004~~

	Exact name of registrant as specified in
	its charter, state of incorporation,
Commission File	address of principal executive offices,	State of	I.R.S. Employer
Number	and telephone number	Incorporation	Identification Number
333-80523	SUSQUEHANNA MEDIA CO	Delaware	23-2722964
	140 E. Market Street
	York, Pennsylvania 17401
	(717) 848-5500

(Exact name of registrant as specified in charter)

The address of the registrant has not changed since the last report.


Delaware	333-80523	23-2722964
(State or other jurisdiction	(Commission	(IRS employer
of incorporation)	file number)	identification no.)

~~ITEM~~140 ~~12.~~East ~~RESULTS~~Market OFStreet, ~~OPERATIONS~~York, ~~AND~~PA ~~FINANCIAL~~17401 (Address ~~CONDITION~~of principal executive offices)

~~A release announcing Susquehanna Media Co.~~Registrant’s ~~(“Media’s”)~~telephone ~~second~~number, ~~quarter~~including ~~results is~~area ~~being~~code: ~~furnished as Exhibit~~(717) ~~99 to this Current Report on Form 8~~848-K.5500

InCheck ~~accordance~~the ~~with~~appropriate ~~General~~box ~~Instruction~~below ~~B.6~~if ~~of Form 8-K,~~ the ~~information in this Current Report on~~ Form 8-K, ~~including~~filing ~~Exhibit 99,~~is ~~shall~~intended ~~not~~to besimultaneously ~~deemed~~satisfy ~~“filed”~~the ~~for~~filing ~~the~~obligation ~~purposes~~ of ~~Section 18 of~~ the ~~Securities~~registrant ~~Exchange~~under ~~Act~~any of ~~1934, as amended, or otherwise subject to~~ the ~~liability~~following ~~of that section, nor shall it be~~provisions: ~~deemed incorporated by reference in any filing under the Securities Act of~~ ~~1933, as amended, except as shall be expressly set forth by specific reference~~ ~~in such a filing.~~

~~Additionally,~~o ~~Media~~Written ~~today~~communications ~~announced~~pursuant ~~its~~to ~~conference call on Tuesday, August~~Rule ~~17, 2004~~425 atunder ~~11:00 a.m.~~the ~~EDT~~Securities toAct ~~discuss~~(17 ~~second~~CFR ~~quarter 2004 results~~230. ~~To participate in this conference call, please dial (877~~425) ~~326-2337. The participant code is~~ ~~7055494.~~

~~Some~~o ofSoliciting ~~the~~material ~~statements~~pursuant into ~~this report constitute “forward~~Rule 14a-~~looking~~12 ~~statements” within~~under the ~~meaning~~Exchange ~~of the Private Securities Litigation Reform~~ Act of(17 ~~1995. Certain,~~CFR but not necessarily all, of such forward-looking statements can be identified by the use of forward-looking terminology, such as “believes,” “expects,” “may,” “will,” “should,” or “anticipates” or the negative thereof or other variations thereof or comparable terminology, or by discussion of strategies, each of which involves risks and uncertainties240. 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, are forward14a-looking statements. Many of these risks are discussed in Media’s Annual Report on Form 10-K for the year ended December 31, 2003. Such forward-looking statements involve known and unknown risks, uncertainties 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. Such factors include, but are not limited to, general economic and business conditions (both nationally and in Media’s markets12)~~, 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, Media’s ability to service its outstanding indebtedness, the impact of competition, existing and future regulations affecting Media’s business, possible nonrenewal of cable franchises, decreases in Media’s customers advertising expenditures and other factors over which Media may have little or no control.

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

~~Pursuant~~o toPre-commencement ~~the~~communications ~~requirements~~pursuant ofto ~~the~~Rule 13e-4(c) ~~Securities~~under the Exchange Act ~~of 1934, the~~(17 ~~registrant~~CFR ~~has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized~~240.13e-4(c))

Date August 12, 2004	SUSQUEHANNA MEDIA CO. Registrant
	By:	/s/ John L. Finlayson
		Vice President and Principal Accounting Officer

ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.

Susquehanna Media Co. (“Media”) announces senior personnel changes.

Mr. Peter P. Brubaker has decided to retire from his position of President and Chief Executive Officer of Media effective February 11, 2005.

Mr. David E. Kennedy, 52, President and Chief Operating Officer of Media’s subsidiary, Susquehanna Radio Corp. (“Radio”) will leave his current position and will be appointed to the office of President and CEO of Media upon Mr. Brubaker’s departure. Mr. Kennedy has been with Susquehanna Radio Corp. for thirty-one years and has held the President and COO position for the last ten years.

Ms. Nancy Vaeth-DuBroff, 50, Vice President/Regional Manager of Radio with responsibilities for Radio’s Houston, Dallas/Fort Worth and Kansas City operations will be appointed as President and COO of Radio.

Attached as Exhibit 99 is a release issued by Media relating to the foregoing.

Some of the statements in 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,” “may,” “will,” “should,” 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, are forward-looking statements. Many of these risks are discussed in Media’s Annual Report on Form 10-K for the year ended December 31, 2003. Such forward-looking statements involve known and unknown risks, uncertainties 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. Such factors include, but are not limited to, general economic and business conditions (both nationally and in Media’s markets), 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, Media’s ability to service its outstanding indebtedness, the impact of competition, existing and future regulations affecting Media’s business, nonrenewal of cable franchises, decreases in Media’s customers advertising expenditures and other factors over which Media may have little or no control.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit filed herewith:

99. Release dated December 7, 2004 regarding Susquehanna Media Co. personnel changes.

SIGNATURE

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.


Dated: December 7, 2004	SUSQUEHANNA MEDIA CO.
	(Registrant)

	By:	/s/ John L. Finlayson

		John L. Finlayson
		Vice President and Principal Financial
		and Accounting Officer

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