SecProbe.io

September 14, 2011
 Via E-mail

Wayne Levin EVP, Corporate Operations and General Counsel Lions Gate Entertainment Corp. 1055 West Hastings Street, Suite 2200 Vancouver, British Columbia V6E 2E9
Re: Lions Gate Entertainment Corp.
  Registration Statement on Form S-3
Filed September 2, 2011
  File No. 333-176656

Dear Mr. Levin:
 We have limited our review of your registra tion statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  Where you do not beli eve 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 re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 General

1. We note the provision in Sec tion 2 of the agreement file d as Exhibit 10.81 with your
Form 8-K filed on August 30, 2011 that states  that you “shall have the right, for 35
business days following the date of this Agr eement, to designate one or more parties
including pursuant to a registered offe ring . . . to purchase from Icahn up to 22,080,985
Shares in the aggregate, free and clear of all Encumbrances , at $7.00 per Share in cash.”
To the extent that this agreement seems to i ndicate that the securities will be offered to a
single investor or to a limited number of investors, please pr ovide your analysis as to why
this is a public offering.  In addition, please advise as to whether you have approached
potential buyers regarding th e securities in this offering.

Wayne Levin Lions Gate Entertainment Corp. September 14, 2011 Page 2

 Prospectus Cover Page

2. Please revise to disclose the price to the publ ic of the securities a nd the selling security
holders’ net proceeds pursuant to Item 501(b)(3 ) of Regulation S-K.  In addition, please
revise to clarify here and in your Plan of Distribution section whether this offering
terminates 35 business days from the date of the agreement file d as Exhibit 10.81 with
your Form 8-K filed on August 30, 2011.  To the extent that the offering does not terminate 35 days from the date of the agreemen t, please revise to clar ify here and in your
Plan of Distribution section whether the sel ling security holders must sell the remaining
shares under this registration statement at a fixe d price of $7.00 per shar e.  In this regard,
we note that you have calculated your fee pur suant to Rule 457(c) under the Securities
Act.
 Plan of Distribution, page 9

3. Please significantly revise your Plan of Distribution section to address the provisions of
the agreement filed as Exhibit 10.81 with your Form 8-K filed on August 30, 2011 that
affect your plan of distribution.  In additi on, please revise to disclose how you intend to
locate buyers for the securities in this offe ring.  For example, please disclose as to
whether you intend to use a broke r-dealer or a finder to help  sell the securities.

4. We note your disclosure on page nine that the selling security  holders “may be deemed to
be ‘underwriters’ within the meaning of Section 2(11) of the Securities Act.”  Please
advise as to why you believe that the sell ing security holders are not underwriters
pursuant to Section 2(11).  Pl ease address, in particular, how the agreement between the
company and the selling security holders to sell  the securities impacts the analysis. To the
extent that they are underwrite rs pursuant to Section 2(11) of the Securities Act, please
revise to remove the words “may be d eemed to be” and revise the cover page
accordingly.
 Exhibit 5.1

5. Please have counsel revise to remove the second and third sentences from the first
paragraph on page two of the opinion.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:

Wayne Levin Lions Gate Entertainment Corp. September 14, 2011 Page 3

 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.  Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.
 Please contact Sonia Bednarowski at (202) 551-3666 or me at (202) 551-3469 with any
questions.
Sincerely,
   /s/ Justin Dobbie
Justin Dobbie Legal Branch Chief
cc: Via E-mail

 David J. Johnson, Jr.  O’Melveny & Myers LLP