AMENDMENT NO. 3 TO SCHEDULE 14D-9

This Amendment No. 3 (this ‘‘Amendment’’) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 originally filed on May 4, 2007, as amended and supplemented on May 14, 2007 and May 29, 2007 (the ‘‘Schedule 14D-9’’) relating to a tender offer by CIG Media LLC, a Delaware limited liability company (including any successor, ‘‘Offeror’’), pursuant to Section 14(d)(4) under the Securities Exchange Act of 1934, as amended (the ‘‘Exchange Act’’), to purchase any and all outstanding shares of Class A common stock, par value $0.001 (the ‘‘Shares’’) of ION Media Networks, Inc., a Delaware corporation (the ‘‘Company’’) at a price of $1.46 per Share, net to the sellers in cash, without interest.

Capitalized terms used and not otherwise defined in this Amendment shall have the meanings assigned to them in the Schedule 14D-9. This Amendment is being filed on behalf of the Company.

Item 8.    Additional Information.

Item 8 of the Schedule 14D-9 is hereby amended and supplemented to add the following section:

Subsequent Offering Period

On June 4, 2007, Offeror issued the press release attached hereto as Exhibit (a)(1)(I). The information set forth in the press release is incorporated herein by reference.

Item 9.    Exhibits.

Item 9 of the Schedule 14D-9 is hereby amended and restated to add Exhibit (a)(1)(I):

Exhibit No.			Description
(a)(1)(I)			Press Release, dated June 4, 2007, announcing completion of the initial offering period and immediate commencement of a subsequent offering period.*

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SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: June 5, 2007			ION MEDIA NETWORKS, INC.,
			By:			/s/ Richard Garcia
						Name:  Richard Garcia
						Title:    Senior Vice President              and Chief Financial Officer

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