SecProbe.io

Mail Stop 3651

August 9, 2006

Via U.S. Mail and Facsimile

Jon Feltheimer
Chief Executive Officer
Lions Gate Entertainment Corp.
2700 Colorado Avenue, Suite 200
Santa Monica, California 90404

RE: Lions Gate Entertainment Corp.
   Form 10-K for the Fiscal Year Ended March 31, 2006

File No. 001-14880

Dear Mr. Feltheimer:

We have reviewed your filing and have the following comments.  We have
limited our review to only financial statements  and related disclosures and do not intend
to expand our review to othe r portions of your document.  Where indicated, we think you
should revise your document in response to these comments a nd comply with the
remaining comments in all future filings.  If you disagree, we will consider your
explanation as to why our comments are inappl icable or a revision is  unnecessary.  Please
be as detailed as necessary in your explanat ion.  In some of our comments, we may ask
you to provide us with information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Jon Feltheimer
Lions Gate Entertainment Corp.
Page 2

Form 10-K for the fiscal year ended March 31, 2006

Business, page 3
1. Please revise to disclose the basis on which your titles generate revenues for you.
For example, explain the nature of your agreements with theaters for theatrical
releases and your agreements  with retailers and rental  stores for videos and
describe the basis on which you are genera lly compensated (by film or video copy
sold, by sharing of viewing revenues, etc.).
MD&A

Critical Accounting Policies, page 30
2. Please expand and enhance disclosures in Critical Accounting Policies to address
specifically why your accounting estimates or assumptions bear the risk of change
(e.g., uncertainty attached to the estimate  or assumption, difficulty in measuring
or valuing, etc.) and to analyze factors such as how you arrived at the estimates,
how accurate the estimates or assumptions have been in the past, how much the
estimates or assumptions have changed in  the past, and whether the estimates or
assumptions are reasonably likely to change  in the future.  For example, we note
your disclosure that Undiscovered, Rize, and Happy Endings are not expected to
be ultimately profitable titles.  Pleas e expand your disclosure related to
accounting for films and television programs to disclose and quantify the amount by which any changes in judgments or estimates have materially impacted your
results.  Refer to FR-72 for guidance.

Results of Operations, page 33
3. Please revise to discuss and analyze results of operations by the operating
segments disclosed in note 18 to the fi nancial statements.  For example, please
discuss and analyze direct operating a nd distribution and marketing expenses
(rather than margins) separately for each segment.
4. Please quantify in a table the components of revenue for each segment.  For
example, please quantify theatrical, vide o, international, and television revenues
within the motion picture segment.
5. Where changes in results are attributed to more than one factor, please revise to quantify each factor.    For example, on page 37 you state G&A expenses increased due to increases in salaries, professional fees, and office and operations
costs, offset by decreases in legal and se ttlement expenses.  Please quantify each
material factor.  For reve nues, please quantify factors such as price changes and
volume changes.  Please consider the us e of tables when quantifying changes,

Jon Feltheimer
Lions Gate Entertainment Corp.
Page 3

with narrative discussions following the tables to explain the underlying business
reasons for the changes.
6. Please describe the major cost components included in the di rect operating and
distribution and marketing expense categories and provide a more detailed
discussion and analysis of the results for each major component.  For example,
separately discuss amortization, particip ation and residual, provisions for doubtful
accounts, theatrical P&A, video dist ribution and marketing, and other
components, as applicable.  Also, please  quantify material impairments of film
and television investments.
7. Please consider providing metrics that may be useful to investors understanding
and analysis of your results, such as new film releases each year.

Contractual Obligations, page 42
8. Please revise to combine all contractual oblig ations into one table.  In addition, as
this table is intended to increase the tran sparency of cash flow, we believe that
registrants should generally include scheduled interest payments in the table.
Where interest rates ar e variable and unknown, you may use your judgment to
determine whether to include such estim ates.  If you elect to include them, you
may determine the appropriate methodology to estimate the interest payments.  Regardless of whether you include interest payments or not, a footnote to the table
should clarify whether or not you have done so and, if applicable, the methodology you have used in your estimate.  If interest payments are excluded
from the table, please disclose the signi ficant contractual terms of the debt and
any other additional information that is  material to an understanding of these
future cash flows.

Index to Financial Statements

Note 3. Investments, page F-17
9. Reference is made to your “auction rate preferreds” described in page F-17.
Considering the significance of this balance at Marc h 31, 2006, please tell us and
disclose in future filings the amount of and method used in determining the
dividend and interest rate income included in your statement of operations that is
associated with your auction rate preferre d investments.  Also  we note from your
disclosure on page F-8 that your cash  and cash equivalents include cash and
highly liquid debt investments, please de scribe the types of highly liquid debt
investments that comprise the total cash  and cash equivalent balance at March 31,
2006 and March 31, 2005.

Jon Feltheimer
Lions Gate Entertainment Corp.
Page 4

Note 14. Acquisitions and Divestitures, page F-30
10. We note from your disclosure in Note 14 and Note 15 that you sold your studio
facility in March 2006.  Please explain to us why this divestiture in your studio
facility did not meet the criteria of a discontinued operation as described in
paragraph 41 and 42 of SFAS No. 144 or revise your financial statements in
future filings in accordance with paragraph 43 of SFAS No. 144.
11. We note from your disclosure that  on October 17, 2005 you acquired all
outstanding shares of Redbus.  We note that  as part of the closing of the Redbus
acquisition transaction you agreed to  issue up to an additional 94,937 common
shares to RGL upon satisfaction of the term s of the escrow agreement.  In this
regard, in future filings, please disclo se your accounting treatment should any
such contingency occur  as required by paragraph 51(f) of SFAS No. 141.
Additionally, please revise fu ture filings to provide the disclosures required by
paragraph 52(c)(2) and 54 of SFAS No. 141.  Also as it relates to the goodwill
associated with the Artisan acquisition, please provide the disclosures required by
paragraph 52(c)(2).  Please provide  us with your proposed disclosure.
12. Please tell us the primary reasons for the acquisition of Redbus.  We note your
disclosure that it provided you with th e ability to self-d istribute your motion
pictures in the UK and Ireland.  In this re gard, it is not clear why you did not have
the ability to self-distribute absent the acquisition.

Note 18. Segment Information, page F-36
13. In future filings please disclose segment assets as required by paragraph 25(b) of
SFAS No. 131.  Also as applicable, please provide the disclosure in paragraph 28
of SFAS No. 131.

Note 23. Quarterly Financial Data (Unaudited)
14. In accordance with Item 302(a)(3), please re vise your disclosure in future filings
to describe or cross-reference the effect s of any unusual or infrequently occurring
items recognized in any of the quarters that have materially affected the comparability of the information presented.   For example, we note that you generated significantly less net income in the 1
st quarter of fiscal 2006 and 2005
than in other quarters relative to the amount of revenues recognized.  Please
provide us with your proposed disclosure.

General
15. Please file a Ratio of earnings to fixed ch arges that complies w ith Item 503(d) of
Regulation S-K.

Jon Feltheimer
Lions Gate Entertainment Corp.
Page 5

16. Please revise to describe and explain industry terms used in your filing, such as
minimum guarantees and participation and residual costs.

As appropriate, please respond to these co mments within 20 business days or tell
us when you will provide us with a response.  Pl ease furnish a cover letter that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your responses to our comments.

  We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:

‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;

‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

‚ the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

 You may contact Jeff Jaramillo at (2 02) 551-3212 or Lyn Shenk at (202) 551-
3380 if you have questions regarding comments on the financial statements and related
matters.  Please contact Max Webb, Assistant Director, at (202) 551- 3755 with any other
questions.

Jon Feltheimer
Lions Gate Entertainment Corp.
Page 6

Sincerely,

       L i n d a  C v r k e l
       B r a n c h  C h i e f

Via facsimile: Jon Feltheimer, Chief Executive Officer
James Keegan, Chief Financial Officer
(310) 255-3780