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Alan I. Annex, Esq.

212-801-9323

annexa@gtlaw.com

June 6,
2005

VIA EDGAR TRANSMISSION

Max A. Webb, Esq.

Daniel Morris, Esq.

Office of Chief Counsel

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Jean
Yu

Linda Cvrkel

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:CKX, Inc.

Pre-Effective Amendment No. 2 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. 2 ("Amendment No. 2") to the Registrant's Registration Statement on
Form S-1 (No. 333-123995), originally filed with the Commission on April 11, 2005, as amended by Amendment No. 1 thereto ("Amendment No. 1")
filed on May 19, 2005 (together, the "Registration Statement"), including one complete electronic version of the exhibits filed therewith, for registration under the Securities Act of the offer
and sale of up to $422,625,000 of shares of the Registrant's common stock, par value $.01 per share (the "Common Stock").

        Amendment
No. 2 responds in part to the comments heretofore received from the Commission's staff (the "staff") by a letter dated June 3, 2005 (the "Comment Letter") with
respect to the Registration Statement. Other changes reflect developments since the filing of Amendment No. 1. 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 Amendment No. 1 filed with the Commission on May 19, 2005, the
Registrant has indicated the new page numbers on which the beginning of such revised text now appears in Amendment No. 2. All capitalized terms used and not defined herein have the respective
meanings assigned to them in the Comment Letter.

        In
addition, Amendment No. 2 has been filed to reflect a change in the offering to 15,000,000 shares (plus an additional 2,250,000 shares that the underwriters have the option to
purchase from us to cover over-allotments, if any). The Registrant notes that a filing fee of $37,222.63 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. On the date hereof, the

Registrant
has paid by wire transfer an additional $12,520.33 to the same U.S. Treasury lockbox depository account to reflect the registration of a specific number of shares at recent market price.

The Comment Letter

    Amendment No. 1

Front Cover

1.We note your response to our prior comment 5. Please revise the cover artwork to eliminate the phrase "The Global Phenomenon."

The
Registrant has revised the cover artwork to eliminate the phrase "The Global Phenomenon" and replaced it with "A Global View."

Our management information… identified deficiencies and material weaknesses, page 19

2.We note that material deficiencies with respect to the internal controls of the Presley Business and 19 Entertainment were discovered. However, it does not
appear that you disclosed the deficiencies related to 19 Entertainment in the 10-QSB for which you provided Sarbanes-Oxley certifications. Please advise.

The
Registrant's Form 10-QSB for the quarter ended March 31, 2005 disclosed the existence of material weaknesses at the Presley business. During the period between the filing
of the Registrant's Form 10-QSB and Amendment No. 1, the independent auditors of 19 Entertainment provided a preliminary report to the Registrant indicating that certain
internal control matters exist at 19 Entertainment which, although not rising to the level of material weaknesses, represent significant deficiencies as defined in Public Company Accounting Oversight
Board Auditing
Standard No. 2 "An Audit of Internal Control Over Financial Reporting Performed in Conjunction with an Audit of Financial Statements." Accordingly, although such information was not available
at the time of the filing of the Registrant's Form 10-QSB, the Registrant included additional disclosure in Amendment No. 1 describing the existence of the significant deficiencies at 19
Entertainment and the actions the Registrant intends to take to address such deficiencies.

Summary of Historical and Pro Forma Financial Data, page 8

3.Reference is made to your presentation of operating expenses in the table on page 9. It appears the amounts representing operating expenses on a historical and
pro forma basis for the year ended December 31, 2004 and three months ended March 31, 2005 differ from the amounts of operating expenses included in your historical and pro forma
statements of operations on pages F-3, 36, and 37 of your document. In this regard, your presentation of operating expenses on page 9 appears to represent a non-GAAP financial
measure, whose presentation must comply with the disclosure requirements outlined in FR-72. Please revise your presentation of this measure to comply with the requirements of
FR-72.

The
Registrant has revised the presentation of operating expenses in the Summary of Historical and Pro Forma Financial Data on page 9 of Amendment No. 2 to comply with the disclosure
requirements of FR-72.

Unaudited Pro Forma Condensed Combined Financial Information, page 31

The Graceland Lease, page 32

4.We note your response to prior comment number 25 citing that the acquisition of the Presley business is based upon a preliminary purchase price allocation with
no additional allocation to
2

 the Graceland lease. Further, we note that you have engaged independent appraisers to assist with the valuation of the assets acquired and that as a result you may make adjustments to the purchase
price allocation once the appraisal is completed. In this regard, tell us whether you expect any additional amounts to be allocated to the Graceland lease as a result of the independent appraisal. If
not, please tell us why you believe no additional amounts (i.e., intangible assets for favorable contract terms) are required. We may have further comment upon receipt of your
response.

The
initial valuation report prepared by the independent appraiser did not include a valuation of the Graceland lease. We have subsequently discussed the Graceland lease with the independent appraiser
and they are in the process of completing an appraisal of the value of the lease in accordance with FAS 141. Based on discussions with the independent appraiser and their preliminary estimates,
the Registrant currently believes that as a result of the independent appraisal process it will not have additional amounts allocated to the Graceland lease which would have a material impact on its
actual or pro forma financial statements. If the independent appraiser were to determine that an additional amount should be allocated to the Graceland lease, the Registrant would
re-allocate a portion of the purchase price currently identified as goodwill to the lease. As the lease has a 90 year term, any change in the fair value ascribed to the lease and
the resulting change in amortization expense would be highly unlikely to have a significant impact on the Registrant's results of operations.

Unaudited Pro Forma Condensed Combined Statements of Operations, page 36

5.Please explain why the adjustment to depreciation and amortization expense for the three months ended March 31, 2005 of $2,688 does not agree to the
total of the amounts of the adjustments for this expense reflected in footnotes 1.B.(v) and 1.C.(iii) of $3,013. Please reconcile and revise these disclosures.

The
Registrant has added additional disclosure to Note 1 to the Unaudited Pro Forma Condensed Combined Financial Information beginning on page 39 to clarify that the $2,688 reflects the
incremental pro forma depreciation and amortization expense for the periods prior to its acquisition of the Presley business and 19 Entertainment.

6.Please revise to include footnote disclosure explaining how the adjustments to weighted average shares outstanding for the various transactions reflected in the
pro forma statements of operations were calculated or determined.

The
Registrant has added additional disclosure to Notes 1A(iv), 1D(iii) and 2 to the Unaudited Pro Forma Condensed Combined Financial Information on pages 38 and 42 to explain how the
adjustments to the weighted average shares outstanding for the various transactions reflected in the pro forma statements of operations were determined.

Notes to Unaudited Pro Forma Condensed Combined Financial Statements, page 38

Note 1—Pro Forma Adjustments, page 39

D(i)—Other Adjustments, page 39

7.We note your response to prior comment number 41 but reissue our comment. Please revise your footnote to specifically disclose the amount of each cost (e.g.,
corporate office space, salaries, benefits, etc) that comprise the pro forma adjustments related to the incremental corporate expenses of $9,900,000 and $441,000. For each of the costs included in the
pro forma adjustment, describe for us the basis for determining the amounts and why management believes they are factually supportable, directly attributable to the transaction and expected to have a
continuing impact. Your revised disclosure should also clearly describe any significant assumptions involved
3

 in determining the pro forma adjustment. Please note that adjustments based on "management estimates" are not generally considered to be factually supportable as required by
Rule 11-02(b)(6) of Regulation S-X.

The
Registrant has added additional corporate expenses in its pro forma financial statements because the Registrant's historical operating expenses reflected those of a company with no operating
business and no employees and therefore were not indicative of the cost to operate the Registrant's business once it completed the investment in the Registrant by a new management team, and the
acquisitions of the Presley business and 19 Entertainment. Further, the historical operating expenses of the Presley business and 19 Entertainment do not include certain costs necessary to operate
these businesses as a public company.

Concurrent
with or shortly following the completion of the acquisition of the Presley business on February 7, 2005, the Registrant entered into written agreements committing itself to the
annual operating expenses summarized below. The Registrant believes that these commitments and expenses were necessary to establish an infrastructure sufficient to support the Registrant's business
objective—to operate and expand the Presley business and to seek out other acquisition opportunities. In addition, the Registrant believes this infrastructure was necessary to operate as a
public company with a significant operating business. Furthermore, the hiring of such management team and the establishment of such infrastructure was a requirement of the investment group which
acquired a controlling interest in the Registrant on February 7, 2005 and of the sellers of the Presley business.

        The
expenses committed to by the Registrant comprised of the following:

(a)    Hire
five senior executives with long-term employment contracts at an annual cost of $3.2 million;

(b)    Hire
additional staff in legal, accounting and administrative roles at an annual cost of $2.4 million;

(c)    Lease
executive office space and commit to related maintenance contracts at an annual cost of $1.0 million; and,

(d)    Commit
to other annual operating expenses including fees and expenses for seven independent directors, and the costs of directors and officers insurance policies, liability insurance
policies and workers compensation policies, totaling $1.3 million.

The
Registrant also estimates that it will incur approximately $2.1 million of additional annual corporate overhead costs for which it has no current contractual commitments. These costs
include incremental annual audit and legal costs (above that of a public company with no operating assets), the cost to comply with the Sarbanes-Oxley Act, travel and entertainment expenses for the
new corporate employees and miscellaneous related operating expenses including telephone and utility costs. These costs have been removed from the Unaudited Pro Forma Condensed Combined Statements of
Operations and included as a footnote disclosure.

4

   D(iv)—Other Adjustments, page 39

8.We note your response to prior comment number 30 and your revised disclosure in footnote 1.D.(iv) providing the reasons for the pro forma adjustment to
income tax (expense) benefit under the column "Acquisition Adjustments." However, it is unclear how you calculate the pro forma adjustments of $6,947,000 and $(7,000) for the year ended
December 31, 2004 and three months ended March 31, 2005, respectively. In this regard, please clarify and disclose the mathematical calculation for each of the adjustments. Also
similarly revise your disclosure in footnote 2 to show the mathematical calculations for the pro forma adjustments to income tax (expense) benefit of $(4,138,000) and $(1,034,000) under the heading
"Offering Adjustments" for the periods ended December 31, 2004 and March 31, 2005, respectively. We may have further comment upon receipt of your response.

The
Registrant has revised the disclosure in footnote 1.D. beginning on page 40 and footnote 2 beginning on page 42 to the Unaudited Pro Forma
Condensed Combined Financial Statements to show the mathematical calculations of the adjustments to income tax (expense) benefit.

9.Also, please correct the numerical sequence in footnote 1. It appears footnote 1.D.(iv) should be numbered 1.D.(ii).

The
Registrant has corrected the numerical sequence in footnote 1 as requested.

Management's Discussion and Analysis, page 46

CKX, Inc., Historical Operating Results, page 50

Three Months Ended March 31, 2005 Compared to Three Months ended March 31, 2004 for the Presley Business, as Predecessor, page 50

10.The discussion of operating expenses included in MD&A is overly general and should be revised. Please revise to include a more detailed discussion of the
various costs comprising your operating expenses and the facts and circumstances responsible for the changes in the amounts of the various types of operating costs.

The
Registrant has revised the discussion of operating expenses included in MD&A to include additional detail regarding the various costs comprising its
operating expenses and the facts and circumstances that give rise to such costs.

Cash Flows for Three Months Ended March 31, 2005, page 58

Use of Capital, page 58

11.We note that you are in negotiations related to a proposed $50.0 million revolving credit facility. If the terms of this credit facility are agreed upon
prior to the effective date of this registration statement (either in the form of a definitive agreement or term sheet), please revise your disclosure accordingly.

The
Registrant has signed a commitment letter with respect to the proposed $50.0 million revolving credit facility and has revised its disclosure to
summarize the material terms th