SecProbe.io

CORRESP
1
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Alan I. Annex, Esq.

212-801-9323

annexa@gtlaw.com                                                                             May
19, 2005

VIA
EDGAR TRANSMISSION

Max A. Webb, Esq.

Daniel H. Morris, Esq.

Office of Chief Counsel

Division of Corporation
Finance

Securities and Exchange
Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

(Mail
Stop 4-1)

Jean Yu

Linda Cvrkel

Division of Corporation
Finance

Securities and Exchange
Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

(Mail
Stop 4-5)

Re:                               CKX, Inc.

Pre-Effective
Amendment No. 1 to

Registration Statement on
Form S-1 (No. 333-123995)

Ladies
and Gentlemen:

On
behalf of CKX, Inc., a Delaware corporation (the “Registrant”), we transmit
herewith for filing with the Securities and Exchange Commission (the “Commission”),
pursuant to Section 6 of and Regulation C under the Securities Act of 1933, as
amended (the “Securities Act”), and Rule 101(a)(1)(i) of Regulation S-T under
the Commission’s Electronic Data Gathering and Retrieval System (EDGAR), one
complete electronic version of Amendment No. 1 (“Amendment No. 1”) to the
Registrant’s Registration Statement on Form S-1 (No. 333-123995), originally
filed with the Commission on April 11, 2005 (the “Registration Statement”),
including one complete electronic version of the exhibits filed therewith, for
the registration under the Securities Act of the offer and sale of up to
$316,250,000 of shares of the Registrant’s common stock, par value $.01 per
share (the “Common Stock”).

Amendment
No. 1 responds to the comments heretofore received from the Commission’s staff
(the “staff”) by a letter dated May 10, 2005 (the “Comment Letter”) with
respect to the Registration Statement.
For the staff’s convenience, the staff’s comments have been restated
below in bold type (the numbers thereof corresponding to

the numbers of the staff’s comments contained in the Comment Letter)
and the responses to each comment appear immediately below such comment.

For
the further convenience of the staff, to the extent there have occurred
pagination changes with respect to certain text contained in the Registration
Statement originally filed with the Commission on April 11, 2005, the
Registrant has indicated parenthetically the new page numbers on which the
beginning of such revised text now appears in Amendment No. 1.  All capitalized terms used and not defined
herein have the respective meanings assigned to them in the Comment Letter.

The
Registrant notes that a filing fee of $37,222.63, calculated by the Registrant
in accordance with Rule 457(g) under the Securities Act was paid by the
Registrant on April 11, 2005 by wire transfer to the Commission’s U.S. Treasury
lockbox depository account maintained at Mellon Bank N.A. (Receiving Bank ABA
No. 04300261) in connection with the original filing of the Registration
Statement with the Commission on such date.

The
Comment Letter

Form
S-1

General

1.                                      The comments in this letter have been numbered.  You should mark any amendment that you file
to indicate the responses to our comments in this letter.  Your cover letter should key your responses
to our numbered comments and note the location of the changes in the revised
materials.

                                                The Registrant
has keyed its responses to the Comment Letter to the staff’s numbered comments
and has noted herein the location of any changes in Amendment No. 1.

2.                                      In your next amendment, omit only that information allowed to be omitted
by Rule 430(A) of the Securities Act of 1933.

                                                The Registrant
has omitted from Amendment No. 1 only that information allowed to be omitted by
Rule 430(A) of the Securities Act including the public offering price and other
items dependent upon the offering price. Such information shall be included in
the prospectus filed with the Commission no later than the second business day
following the determination of the offering price  pursuant to Rule 424(b)(1) of the Securities
Act.

2

3.                                      Please update the financial statements and related disclosures included
in your Form S-1 registration statement as required by Rule 3-12 of Regulation
S-X.

                                                The Registrant
has updated the financial statements and related disclosure included in the
Registration Statement as required by Rule 3-12 of Regulation S-X.

4.                                      Please include currently dated consents from the independent public
accountants in any future amendments to the Form S-1 registration statement.

                                                The Registrant
has included with Amendment No. 1 currently dated consents from its independent
accountants.

Front Cover

5.                                      Please provide on a supplemental basis the cover art and any graphics you
intend to use in this prospectus prior to printing the red herrings.  You should use clear graphics, which contain
concise language.  Artwork that does not
convey the business purpose and language that strays beyond a limited scope
will not be appropriate inside the front cover.
Please refer to Section VIII of the Division of Corporation Finance
March 31, 2001 Current Issues and Rulemaking Projects Quarterly Update
available at www.sec.gov.

                                                The Registrant
will provide the staff supplementally with the cover art and graphics it
intends to use in this prospectus as soon as it is available.

6.                                      The table that appears on your front cover should set forth the
anticipated net proceeds of the offering, not the gross proceeds.

                                                The Registrant
has revised the referenced disclosure as requested.

7.                                      Please delete the reference to “Sole Book-Running Manager” both here and
on the back cover.

                                                The Registrant
has deleted the referenced disclosure as requested.

8.                                      Please revise to include the Commission legend set forth in Item
501(b)(7) of Regulation S-K.

                                                The Registrant
has included the referenced legend as requested.

3

Summary

9.                                      Revise the first sentence to disclose in parentheses the birth/death
years for Elvis Presley.

                                                The Registrant
has revised the referenced disclosure as requested on pages 1 and 70.

10.                               Also disclose the number of years the IDOLs series have been running in
the US and UK so that investors can make their own determination of how long
they think it likely that they will continue to remain popular.

                                                The Registrant
has revised the referenced disclosure as requested on pages 1 and 70

11.                               Revise to omit the phrase “proven track record” in the first sentence of
the third paragraph.  Similarly omit the
phrase “successful track record” in the first strength on page 2 unless the
individuals are guaranteeing the investments in this company.

                                                The Registrant
has revised the referenced disclosure as requested on pages 2 and 70

Our
Business Strategy, page 3

12.                               File your partnership agreement with David Beckham in the next
amendment.  If your contractual
arrangement with him is not a partnership, please revise to describe it
correctly.

                                                The Registrant
respectfully informs the staff that its business relationship with David
Beckham is conducted as a joint venture through a private limited company
organized under the laws of England and Wales, of which a subsidiary of the
Registrant is a 331/3% member.  The Registrant has revised the referenced
disclosure on pages 3, 5, 72 and 81 to describe its business relationship
with Mr. Beckham as a joint venture and has filed the shareholders agreement of
the private limited company as an exhibit to Amendment No. 1 as requested.

Summary of
Historical and Pro Forma Financial Data, page 9

13.                               Reference is made to your presentation of the non-GAAP financial measure,
EBITDA, in the table of your historical and pro forma financial information for
the year ended December 31, 2004.  We
note that you define EBITDA as income or loss from continuing operations before
interest expense, income tax expense (benefit), depreciation and amortization,
and consider it to be an important supplemental measure of your operating
performance which is used by management to evaluate the performance of the
Company.  However, it appears your
definition of EBITDA does not comply with the guidance set forth in Question 14
of the “Frequently Asked Questions

4

Regarding the Use of
Non-GAAP Financial Measures.”  Question
14 states that the term “earnings” is intended to mean net income as presented
in the statement of operations under GAAP and further, measures that are
calculated differently than those described as EBIT or EBITDA should not be
characterized as “EBIT” or “EBITDA.”  In this
regard, please revise your calculation of EBITDA such that it is computed as
net income (loss) (rather than income or loss from continuing operations)
before interest expense, income tax expense (benefit), depreciation and
amortization.  Alternatively, if you
believe your current presentation of your non-GAAP measure is appropriate, but
has been characterized inappropriately as EBITDA, revise your presentation and
supplementally tell us in detail how it complies with FR-65.

                The Registrant has
revised its presentation in the Summary Historical and Pro Forma Financial Data
to include operating income before depreciation and amortization ("OIBDA").
All references to EBITDA have been removed. The Registrant has revised its
disclosures to reconcile OIBDA to operating income which is the most directly
comparable financial measure calculated and presented in accordance with GAAP.

14.                               Also, to the extent that EBITDA is presented as a performance measure, it
should be reconciled to net income (loss) as presented on the statement of
operations under GAAP.  Please revise
your disclosure, accordingly.  Refer to
Question 15 of the “Frequently Asked Questions Regarding the Use of Non-GAAP
Financial Measures” for further guidance.

                                                As noted above
in the response to comment #13, the Registrant has removed all references to
EBITDA from Amendment No. 1, and included OIBDA which has been reconciled
to operating income, which is the most directly comparable financial measure calculated
and presented in accordance with GAAP.

Risk
Factors, page 13

15.                               Please delete
the final sentence of your introductory paragraph.  All material risks should be described.  If risks are not deemed material, please do
not reference them.

                                                The Registrant has deleted the referenced disclosure as requested on
page 13.

16.                               Please add a
risk factor about the risk that as Elvis recedes into history the value of the
Elvis properties is apt to similarly lose value.

                                                The Registrant addresses the staff’s comment by revising the first risk
factor on page 13 to add the requested disclosure and by revising its
title. The Registrant respectfully believes the risk factor, as revised,
addressed the staff's concern without the need for a separate risk factor that would generally be
duplicative of this risk factor.

17.                               Also add a risk
factor about the possibility that the IDOLs shows will lose their popularity at
some point.

5

                                                The Registrant addresses the staff’s comment by revising the second
paragraph of the first risk factor on page 13 to add the requested disclosure
and to revise its title. The Registrant respectfully believes the risk factor,
as revised, addressed the staff's concern without the need for a separate risk
factor that would generally be duplicative of this risk factor.

Our success
depends. to a significant degree, on our relationships with third parties, page
13

18.                               Revise to
disclose what aspects of these relationships are non-contractual.  Use a list with bullets if that creates
easier understanding.

                                                The Registrant has revised the risk factor to add the requested
disclosure on page 14.

We are
subject to extensive governmental regulation…, page 20

19.                               We note the
final two paragraphs of this risk factor.
Please consider discussing liabilities as a separate risk factor.

                                                The Registrant has revised the referenced disclosure to discuss
liabilities as a separate risk factor on page 20.

We do not
anticipate paying dividends on our common stock in the foreseeable future, and
the lack of dividends may have a negative effect on our stock price, page 21

20.                               Revise the
notes to your financial statements to disclose the nature and terms of the
restrictions imposed on the Company’s ability to pay dividends by the terms of
the short term credit facilities.

                                                The Registrant has
revised the footnotes to its financial
statements to indicate that under the terms of its short term senior credit
facilities, it is prohibited from paying cash dividends on the Common Stock.
This disclosure now appears on page F-22.

We may
apply a portion of the proceeds…, page 22

21.                               Quantify the
percentage of the offering that will be used to pay off the short term loans
and payments to affiliates in the heading of this risk factor.

                                                The Registrant has revised the referenced disclosure as requested on
page 23.

Certain
provisions of Delaware law and our charter documents could discourage a
takeover that stockholders may consider favorable, page 23

22.                               Please include,
where appropriate, a more complete discussion of the operation of Section 203
of the Delaware General Corporation Law.

6

Specifically,
please explain how a corporation opts in or out of Section 203 obligations.

                                                The Registrant has revised the referenced disclosure as requested, in
both the risk factor and in the section titled “Anti-takeover effects of
Delaware law, our certificate of incorporation and by-laws” on page 107.  The revised disclosure now begins on page 24.

Capitalization,
page 28

23.                               Reference is
made to footnote (4) of the capitalization table.  We note that you disclose 68,444,195 shares
of common stock are issued and outstanding on a pro forma basis.  However, the shares included in the “pro
forma for the financing transaction and the acquisitions” column on the face of
your unaudited pro forma condensed combined statement of operations for the
year ended December 31, 2004 on page 35 shows a weighted average of 68,402,000
common shares outstanding.  Please
supplementally explain and disclose the reason(s) for the difference in the
number shares issued and outstanding on a pro forma basis. Provide a
reconciliation and revise as necessary.

                                                The capitalization table included in
Am