1.	Legal Name of the Applicant  TALLEY BROADCASTING CORPORATION
	Mailing Address P. O. BOX 10
	City LITCHFIELD		State or Country (if foreign address) IL	ZIP Code 62056 - 0010
	Telephone Number (include area code) 2173245921		E-Mail Address (if available)  WSMI@WAMUSA.COM
	FCC Registration Number: 0000010843	Call Sign  WSMI	Facility ID Number  64563
2.	Contact Representative (if other than Licensee/Permittee) J.J. MCVEIGH, ESQ.		Firm or Company Name J.J. MCVEIGH, ATTY AT LAW
	Telephone Number (include area code) 3015961655		E-Mail Address (if available) KD4VS@COMCAST.NET
3.	Name of entity, if other than licensee or permittee, for which report is filed
	Mailing Address
	City		State or Country (if foreign address)	ZIP Code -
	Telephone Number (include area code)		E-Mail Address (if available)
4.	If this application has been submitted without a fee, indicate reason for fee exemption (see 47 C.F.R. Section 1.1114): Governmental Entity Fee-exempt Report Other N/A (Fee Required)

Section II - Ownership Information

5.	a. Biennial b. Transfer of Control or Assignment of License/Permit c. Other d. Amendment to pending application for the following stations: [Enter Station Information] Station List This Report is filed for the following stations: Call Letters Facility ID Number Location (City/State) Class of service WSMI 64565 LITCHFIELD IL AM Call Letters Facility ID Number Location (City/State) Class of service WSMI-FM 64566 LITCHFIELD IL FM Call Letters Facility ID Number Location (City/State) Class of service WAOX 64563 STAUNTON IL FM All of the information furnished in this Report is accurate as of 07/28/2004 (Date must comply with 47 C.F.R. Section 73.3615(a), i.e., information must be current within 60 days of filing of this report, when 5(a) below is checked.) This Report is filed for (check one)
6.	Respondent is: Sole proprietorship Not-for-profit corporation Limited partnership For-profit corporation General partnership Other If "Other", describe nature of the respondent in an Exhibit. [Exhibit 1]
7.	List all contracts and other instruments required to be filed by 47 C.F.R. Section 73.3613.   (Only licensees, permittees, or a reporting entity with a majority interest in or that otherwise exercises de facto control over the subject licensee or permittee shall respond.) [Enter Contract/Instrument Information] Contracts/Instruments Information List all contracts and other instruments required to be filed by 47 C.F.R. Section 73.3613. (Only licensees, permittees, or a reporting entity with a majority interest in or that otherwise exercises de facto control over the subject shall respond.) Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration CERTIFICATE OF INCORPORATION STATE OF DELAWARE 06/09/1965 Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration BY-LAWS AMONG THE INCORPORATORS 06/09/1965 Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration HAYWARD L. TALLEY DECLARATION OF TRUST HAYWARD L. TALLEY 11/24/1987 Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration SECOND AMENDMENT TO HAYWARD L. TALLEY DECLARATION OF TRUST HAYWARD L. TALLEY 05/31/1991 Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration EMMA C. TALLEY DECLARATION OF TRUST EMMA C. TALLEY 11/24/1987 Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration SHAREHOLDERS' AGREEMENT AMONG THE SHAREHOLDERS 11/24/1987 Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration STOCK PURCHASE AGREEMENT HAYWARD L. TALLEY, BRIAN C. TALLEY, KEVIN M. TALLEY, AND THE BANK & TRUST CO., AN ILLINOIS BANKING CORPORATION 11/24/1987 Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration STOCK PURCHASE AGREEMENT EMMA C. TALLEY, BRIAN C. TALLEY, KEVIN M. TALLEY, AND THE BANK & TRUST CO., AN ILLINOIS BANKING CORPORATION 11/24/1987
8.	Capitalization (Only licensees, permittees, or a reporting entity with a majority interest in or that otherwise exercises de facto control over the subject licensee or permittee shall respond.) [Enter Capitalization Information] Capitalization Capitalization (Only licensees, permittees, or a reporting entity with a majority interest in or that otherwise excercises de facto control over the subject licensee or permittee shall respond.) Class of stock (preferred, common or other) Voting or Non-voting Number of Shares Authorized Issued and Outstanding Treasury Unissued COMMON V 1500 272 1228 Class of stock (preferred, common or other) Voting or Non-voting Number of Shares Authorized Issued and Outstanding Treasury Unissued PREFERRED N 250 250
9.	(a.) List the respondent, and, if other than a natural person, its officers, directors, stockholders and other entities with attributable interests, non-insulated partners and/or members. If a corporation or partnership holds an attributable interest in the respondent, list separately its officers, directors, stockholders and other entities with attributable interests, non-insulated partners and/or members. Create a separate row for each individual or entity. Attach supplemental pages, if necessary. [Enter Owner Information] Owner Information List the respondent, and, if other than a natural person, its officers, directors, stockholders and other entities with attributable interests, non-insulated partners and/or members. If a corporation or partnership holds an attributable interest in the respondent, list separately its officers, directors, stockholders and other entities with attributable interests, non-insulated partners and/or members. Create a separate row for each individual or entity. Attach supplemental pages, if necessary. (Read carefully - The numbered items below refer to line numbers in the following table.) 1. Name and address of respondent and each party to the respondent holding an attributable interest (if other than individual also show name, address and citizenship of natural person authorized to vote the stock or holding the attributable interest). List the respondent first, officers next, then directors and, thereafter, remaining stockholders and other entities with attributable interests, and partners. 2. Gender (male or female). 3. Ethnicity (check one). 4. Race (select one or more). 5. Citizenship. 6. Positional interest: Officer, director, general partner, limited partner, LLC member, investor/creditor attributable under the Commission's equity/debt plus standard, etc. 7. Percentage of votes. 8. Percentage of total assets (equity debt plus). 1. Name and Address TALLEY BROADCASTING CORPORATION, P.O. BOX 10, LITCHFIELD, ILLINOIS 62056 2. Gender (male or female) 3. Ethnicity (check one) Hispanic or Latino Not Hispanic or Latino 4. Race (select one or more) American Indian or Alaska Native Asian Black or African American Native Hawaiian or Other Pacific Islander White 5. Citizenship US 6. Positional Interest THE RESPONDENT 7. Percentage of votes 100.00 8. Percentage of total assets (equity debt plus) 100.00 1. Name and Address THE HAYWARD L. TALLEY TRUST, 1414 NORTH HARRISON, LITCHFIELD, ILLINOIS 62056 2. Gender (male or female) 3. Ethnicity (check one) Hispanic or Latino Not Hispanic or Latino 4. Race (select one or more) American Indian or Alaska Native Asian Black or African American Native Hawaiian or Other Pacific Islander White 5. Citizenship US 6. Positional Interest A SHAREHOLDER 7. Percentage of votes 49.00 8. Percentage of total assets (equity debt plus) 49.00 1. Name and Address THE EMMA C. TALLEY TRUST, 1414 NORTH HARRISON, LITCHFIELD, ILLINOIS 62056 2. Gender (male or female) 3. Ethnicity (check one) Hispanic or Latino Not Hispanic or Latino 4. Race (select one or more) American Indian or Alaska Native Asian Black or African American Native Hawaiian or Other Pacific Islander White 5. Citizenship US 6. Positional Interest A SHAREHOLDER 7. Percentage of votes 25.00 8. Percentage of total assets (equity debt plus) 25.00 1. Name and Address HAYWARD L. TALLEY, 1414 NORTH HARRISON, LITCHFIELD, ILLINOIS 62056 2. Gender (male or female) Male 3. Ethnicity (check one) Hispanic or Latino Not Hispanic or Latino 4. Race (select one or more) American Indian or Alaska Native Asian Black or African American Native Hawaiian or Other Pacific Islander White 5. Citizenship US 6. Positional Interest PRESIDENT, TREASURER, A DIRECTOR,TRUSTEE OF THE HLT TRUST 7. Percentage of votes 0.00 8. Percentage of total assets (equity debt plus) 0.00 1. Name and Address EMMA C. TALLEY, 1414 NORTH HARRISON, LITCHFIELD, ILLINOIS 62056 2. Gender (male or female) Female 3. Ethnicity (check one) Hispanic or Latino Not Hispanic or Latino 4. Race (select one or more) American Indian or Alaska Native Asian Black or African American Native Hawaiian or Other Pacific Islander White 5. Citizenship US 6. Positional Interest VICE-PRESIDENT, SEC'Y, A DIRECTOR,TRUSTEE OF THE ECT TRUST 7. Percentage of votes 0.00 8. Percentage of total assets (equity debt plus) 0.00 1. Name and Address BRIAN C. TALLEY, 1610 OAKBROOK DRIVE, HILLSBORO, ILLINOIS 62049 2. Gender (male or female) Male 3. Ethnicity (check one) Hispanic or Latino Not Hispanic or Latino 4. Race (select one or more) American Indian or Alaska Native Asian Black or African American Native Hawaiian or Other Pacific Islander White 5. Citizenship US 6. Positional Interest SENIOR VICE-PRESIDENT, A DIRECTOR, AND A SHAREHOLDER 7. Percentage of votes 12.00 8. Percentage of total assets (equity debt plus) 12.00 1. Name and Address KEVIN M. TALLEY, 1 SOLAR CIRCLE, LITCHFIELD, ILLINOIS 62056 2. Gender (male or female) Male 3. Ethnicity (check one) Hispanic or Latino Not Hispanic or Latino 4. Race (select one or more) American Indian or Alaska Native Asian Black or African American Native Hawaiian or Other Pacific Islander White 5. Citizenship US 6. Positional Interest A VICE-PRESIDENT, A DIRECTOR, AND A SHAREHOLDER 7. Percentage of votes 12.00 8. Percentage of total assets (equity debt plus) 12.00 (b) Respondent certifies that equity and financial interests not set forth in response to Question 9(a) are non-attributable. Yes No N/A See Explanation in [Exhibit 2] (c) Is the respondent or any party holding an attributable interest in the respondent also the holder of an attributable interest in any other broadcast station or in any cable or newspaper entities in the same market or with overlapping signals in the same broadcast service, as described in 47 C.F.R. Sections 73.3555 and 76.501? Yes No If "Yes", submit an Exhibit identifying the holder of that other attributable interest, listing the call signs, locations and facilities identifiers of such other broadcast stations, and describing the nature and size of the ownership interest and the positions held in the other broadcast, cable or newspaper entities. [Exhibit 3] (d) Are any of the individuals listed in response to Question 9(a) related as parent-child, husband-wife, brothers and sisters? Yes No   If "Yes", submit an Exhibit setting forth full information as to the family relationship [Exhibit 4] (e) Is respondent seeking an attribution exemption for any officer or director with duties unrelated to the licensee or permittee? If "Yes", submit an Exhibit identifying that individual by name and title, fully describing that individual's duties and responsibilities, and explaining why that individual should not be attributed an interest. Yes No [Exhibit 5]

I certify that I am THE PRESIDENT

of TALLEY BROADCASTING CORPORATION

and that I have examined this Report and that to the best of my knowledge and belief, all statements in this Report are true, correct and complete.

(Date of certification must be within 60 days of the date shown in Question 5, Section II and in no event prior to that date.)