SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3628

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3628
   July 27, 2010
Via Facsimile (917.591.3310) and U.S. Mail

Keith L. Schaitkin, Esq.
Associate General Counsel Icahn Associates, Corp. and Affiliated Companies 767 Fifth Avenue, 47
th Floor
New York, NY 10153
Re: Lions Gate Entertainment Corp.
 Schedule TO-T filed July 20, 2010 by Icahn Partners LP, et. al., as
amended on July 26, 2010
File No. 005-55587

Dear Mr. Schaitkin:

We have limited our review of the filings to  those issues we have addressed in our
comments.  In some of our co mments, we may ask you to provi de us with information so
we may better understand your disclosure.
 Please respond to this letter by amending your filings, by providing the requested
information, or by advising us  when you will provide the requested response.  If you do not
believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
 After reviewing any amendment to your f ilings and the informa tion you provide in
response to these comments, we may have additional comments.  All defined terms used in
this letter have the same mean ing as in the Offer to Purcha se, unless otherwise indicated.
 Offer to Purchase

1. We note the discussion of a breach of conditions of the tender offer in the third to
last paragraph on page 2 of the press re lease dated July 26, 2 010 attached as an
exhibit to the amended Schedule TO-T filed on the same date.  While we
acknowledge the statement on page 28 of the Offer to Purchase filed on July 20, 2010 that if the Offeror waives any conditi on in respect of the Offer, the Offer
will be extended for 10 business days from the date of such waiver, we ask you to consider disclosing any deci sion regarding waiver of this condition or termination
of this offer as soon as such decision has been made.

Keith L. Schaitkin, Esq.
Icahn Associates, Corp. and Affiliated Companies July 20, 2010 Page 2  Conditions of the Offer, page 25

2. A tender offer may be conditioned on a variety of events and circumstances, provided that they are not within the direct  or indirect control of the bidder.  The
conditions also must be drafted with su fficient specificity to  allow for objective
verification that the conditions have been satisfied.  Please revise the conditions in
clauses (f)  and (j) on pages 26 and 27 of the Offer to Purchase, respectively, to
include an objective standard, such as a standard of reasonableness, against which
the Offeror’s discretion may be judged.

* * *
  We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings to be certain that th e filings include the information the Securities
Exchange Act of 1934 and all applicable Exch ange Act rules require.  Since the bidders
are in possession of all facts relating to th e disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.     In responding to our comments, please pr ovide a written statement from each of
the bidders acknowledging that:
‚ the bidder is responsible for the adequacy and accuracy of the disclosure in the
filings;
‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings; and
‚ the bidder 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.  Please direct any questions to me at (202) 551-3444.  You may also contact me
via facsimile at (202) 772-9203.  Please send all correspondence to us at the following
ZIP code:  20549-3628.         S i n c e r e l y ,            P e r r y  J .  H i n d i n         S p e c i a l  C o u n s e l         Office of Mergers & Acquisitions