SecProbe.io

Mail Stop 3561        July 24, 2008  Via Fax & U.S. Mail

 James Keegan Chief Financial Officer Lions Gate Entertainment Corp.
2700 Colorado Avenue, Suite 200
Santa Monica, CA 90404

Re: Lions Gate Entertainment Corp
 Form 10-K for the fiscal year ended March 31, 2008
Filed May 30, 2008
  File No. 001-14880
Dear Mr. Keegan:

We have reviewed your filing and have the following comments.  Unless
otherwise indicated, we think you should revi se your document in future filings in
response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revi sion is unnecessary.  Please be as detailed
as necessary in your explanation.  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 review process is to assist you in
your compliance with the applicable disc losure 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 ma y 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.
Please respond to confirm that such comments will be complied with, or, if
certain of the comments are deemed inappr opriate, advise the st aff of your reason.
Your response should be submitted in elec tronic form, under the label “corresp” with
a copy to the staff.  Please res pond within ten (10) business days.

James Keegan
Lions Gate Entertainment Corp. July 24, 2008 Page 2

Form 10-K for the fiscal year ended March 31, 2008

Consolidated Statements of Shareholders Equity, page F-5
 1. Reference is made to the line item “Exe rcise of stock options” in the amount
of $(2,492) for the fiscal year ende d March 31, 2008.  Please explain and
reconcile for us why such amount does not agree to the amount presented as
“Exercise of stock options” under financ ing activities on the face of the
statements of cash flows of $1,251.
 Notes to the Consolidated Financial Statements

 2. Please revise your notes to the consolid ated financial statements in future
filings to include the required disclosu res for goodwill and intangible assets in
accordance with paragraph 45(a)-(c) of SFAS No. 142 for each period for
which a balance sheet is presented.
 Note 6.  Other Assets, page F-18

Equity Method Investments, page F-18
 3. We note from the disclosure in Note  6 that the Company acquired a 42%
equity interest in Next Point Inc. for an aggreg ate purchase price of $21.4
million which included $.5 million of transaction costs and the issuance of 1,890,189 shares of the Company’s common shares.  Please tell us and revise future filings to disclose how you valued the shares issued in this transaction.
As part of your response, you should al so explain how the valuation of the
shares issued complied with the guid ance outlined in paragraph 22 of SFAS
No. 141.
 4. Reference is made to your disclosure s on page F-20 regarding your equity
method investments in Nextpoint, Inc. and Roadside Attractions, LLC.  We
note that the terms of both arrangements  include a call option to purchase the
remaining equity interests in both of the entities and th at your disclosures
indicate that the value of each of the respective call options is included in the
investment balance.  Please tell us and revise future filings to explain how the value of the call options to  purchase the remaining equity interest has been
determined or calculated and the guidance you relied upon in determining
your accounting treatment.
 5. Reference is made to your disclosure on page F-20 regarding the accounts receivable of $29 million due from Elev ation Sales Limited.  Please describe
for us and revise future filings to disc uss the nature and terms of the accounts

James Keegan
Lions Gate Entertainment Corp. July 24, 2008 Page 3

receivable balance.  Your response a nd revised disclosure should discuss the
payment terms of the accounts receivable balance; the coll ectibility of the
balance; and whether any amounts have been reserved for potential collectibility issues to date.
 Note 11. Capital Stock, page F-24

(c ) Share-Based Compensation, page F-25
Adoption of SFAS No. 123R, page F-25
 6. We note that you have disclosed the per share impact on your results of
operations for the years ended March 31, 2008 and 2007, had the Company not adopted SFAS No.123R, in the second paragraph of Note 11c.  As the adoption of SFAS No.123R was re quired under generally accepted
accounting principles, the disclosure of this information is considered a non-
GAAP disclosure which is not inappropriate as outlined in SAB Topic 14:G, Question 4.  In future filings, please re vise to eliminate this disclosure.
 Note 12. Acquisitions and Divestitures, page F-31

 Acquisition of Mandate Pi ctures LLC, page F-31

 7. We note from the disclosure in Note 12 to your financial statements that you
have valued the 1,282,999 shares issued in the Mandate acquisition based on
the closing price of the Company’s common shares on the date of the acquisition.  This treatment does not comp ly with the requirements outlined in
paragraph 22 of SFAS No.141 which re quires that securities issued in
business combinations be valued base d on the market price for a reasonable
period before and after the date that the terms of the acquisi tion are agreed to
and announced.  Please revise the value a ssigned to the shares issued in this
acquisition transaction to comply with paragraph 22 of SFAS No.141 or
explain why you do not believe this is required.
 8. Also, we note from the disclosures outlined in Note 12 that certain shares to be issued in connection with this acqui sition are to be delivered in September
2008 and March 2009 pursuant to certain holdback provisions.  We also note
that the Company may be obligated  to pay certain additional amounts
pursuant to the purchase agreement shoul d certain films or derivative works
meet certain target performance threshol ds.  Please explain in further detail
the terms of the holdback arrangemen ts surrounding the additional common
shares to be issued.  Al so, please tell us and revise  Note 12 to disclose the
amounts of the additional payments that may be required should certain films or derivative works meet certain perf ormance thresholds and describe in

James Keegan
Lions Gate Entertainment Corp. July 24, 2008 Page 4

further detail the nature and terms of the performance thresholds which must be achieved.  Refer to the disclosure requirements outlined in paragraph 51f of SFAS No. 141.

Acquisition of Debmar-Mercury LLC, page F-32

9. Please revise the notes to your financial statements to disclose the amount of additional consideration that my b ecome payable based on the financial
performance of Debmar-Mercury for the five-year period ending June 30, 2011. Also, explain in further detail the terms or conditions under which these amounts will become payable and disclose your planned accounting treatment for these potential payments.

Item 15.  Exhibits, Financial Statements Schedules, page 65

(2) Schedule II, page 65

10. We note that you indicate on page 65 th at the financial st atement schedules
are omitted because the required informati on is not applicable, or because the
information required is included in the consolidated financial statements and
notes thereto.  However, it does not app ear that all the re quired information,
where applicable, is included in the fi nancial statements and notes thereto.
For example, we could not find the information regarding amounts charged to
costs and expenses and amounts related to deductions with respect to your
allowance for bad debts or sales returns.   In this regard, as part of your
response to us please provide a roll fo rward of your valu ation accounts and
revise future filings to include the required informa tion prescribed in Rule 5-
04 of Regulation S-X for all valuation accounts, where material. Refer to the
format prescribed in Rule  12-09 of Regulation S-X.

********
   We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that  the filing includes all information required
under the Securities Exchange Act of 1934 and that they have provided all
information investors require for an in formed investment decision.  Since the
company and its management are in possessi on of all facts relating to a company’s
disclosure, they are responsible for the accur acy and adequacy of the disclosures they
have made.     In connection with responding to our comments, please provide, in writing, a

James Keegan
Lions Gate Entertainment Corp. July 24, 2008 Page 5

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 secu rities laws of the
United States.

In addition, please be advi sed that the Division of Enforcement has access to
all information you provide to the staff of the Division of Corporation Finance in our
review of your filing or in response to our comments on your filing.    You may contact Jean Yu at (202) 551-3305 or myself at  (202) 551-3813 if
you have questions regarding comments on the financial statements and related
matters.
Sincerely,

Linda Cvrkel Branch Chief