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[Letterhead of
Wachtell, Lipton, Rosen & Katz]

November 24, 2010

VIA EDGAR AND OVERNIGHT DELIVERY

Mr. Perry J. Hinden, Special Counsel

United States Securities and Exchange Commission

Office of Mergers & Acquisitions

One Station Place

100 F Street, NE

Washington, DC 20549-3628

Re:
Lions Gate Entertainment Corp.

Definitive Proxy Statement on Schedule 14A filed November 19, 2010

File No. 001-14880

Dear Mr. Hinden:

On behalf of our client, Lions Gate Entertainment Corp.
(the “Company”), we are responding to the question of the Staff of the
Securities and Exchange Commission (the “Commission”) with respect to the above
referenced proxy statement (the “Proxy Statement”), concerning whether the
Company’s the filing of a definitive proxy statement without filing a
preliminary proxy statement was consistent with Exchange Act Rule 14a-6.
Unless otherwise indicated, capitalized terms used herein have the meanings
assigned to them in the Proxy Statement.

 November 24, 2010

 Page 2

Response:  The Company believes that they were not required by
Exchange Act Rule 14a-6(a) to file a preliminary proxy statement.  The
only matters to be acted upon at the annual meeting to which the proxy relates
are the election of the Company’s directors and the election, approval or
ratification of the Company’s accountants.  The Company recognizes that
the exclusions set forth in Exchange Act Rule 14a-6(a) are not available if the
registrant comments upon or refers to a solicitation in opposition, which the
proxy statement does not.  The Company also recognizes that in a telephone
interpretation the Staff has stated that if a registrant knows, or reasonably
should know, of the solicitation in opposition, then it should include such
information in the proxy statement and file the proxy statement in preliminary
form.   At the time of the filing of the proxy statement, Mr. Carl C.
Icahn and persons affiliated with him (collectively, “Icahn”) had an
outstanding tender offer to purchase shares of the company; however had not
commenced a solicitation in opposition.   For the reasons stated
below, the Company does not believe that it is reasonable to conclude that the
Company knows Icahn will in fact make any solicitation in opposition.

In fact, in a proceeding in the Appeal Court of British Columbia on
November 4 to expedite an appeal, Icahn’s counsel stated that “Frankly, if
[Icahn] loses the appeal he’s not going to compete.”  The transcript of
this proceeding is attached as Exhibit A (the quoted sentence is found on page
8, lines 34 and 35).  Icahn subsequently lost that motion to expedite the
appeal to be decided prior to the Company’s annual meeting.

Icahn has interacted repeatedly with the Company over the last several
weeks to attempt to settle with the Company and in the course of those
conversations has offered to withdraw his pending tender offer and enter into
standstill arrangements, including committing not to engage in any proxy
contest.  Indeed, Icahn recently asked the Company privately to delay its
proxy statement and shareholder meeting to permit further settlement
discussions.  The Company’s understanding from these discussions is that
at the time of the filing of the proxy, Icahn was seeking an amicable
resolution rather than a solicitation in opposition.

Moreover, it is not clear to the Company which if any Company nominees
Icahn opposes from the Company’s slate of nominees.  In the discussions
with the Company regarding possible strategic opportunities with respect to
Metro-Goldwyn-Mayer Studios Inc. (“MGM”), Icahn has expressed interest in
having the Company’s management run MGM following a possible takeover and
having the Company’s CEO remain on the board of the combined company.

As of the date of this letter, Icahn still has not commenced a
solicitation in opposition, notwithstanding that Icahn has been aware that the
Company’s meeting is scheduled for December 14 and that there is limited time
remaining to solicit proxies in opposition given the upcoming Thanksgiving Day
holiday.

 November
24, 2010

 Page 3

The Company notes that while Icahn has made public statements about the
possibility of a proxy contest, he has been making such statements and filings
for nearly two years without engaging in any solicitation in opposition.
For example, on February 23, 2009, Icahn filed a Schedule 13D stating that he
“may seek to add nominees” and take “action at the [Company's] next annual
meeting of shareholders or at a special meeting which [Icahn] may
call.”   Notwithstanding these statements, Icahn did not solicit
proxies in opposition to the Company’s prior annual meeting nor has Icahn
sought to call a special meeting.

The timing of the Company’s proxy statement and meeting were dictated by
Canadian law.  Section 182(2) of the British Columbia Business
Corporations Act requires that British Columbia corporation’s hold their annual
meetings no later than 15 months following the previous year’s annual meeting,
which for the Company is December 15, 2010.  The Company was enjoined by a
British Columbia court from setting its record date until three business days
after the court’s decision in the matter, which was delivered on November 1,
2010.  The transcript of this proceeding as attached as Exhibit B,
and the relevant statement by the court is on page 80, line 47 through page 81,
line 2.  On November 5, 2010, the Company set its record date for November
12, the earliest day on which it could comply with New York Stock Exchange
rules on notice of record dates.  The Company also began preparation of
its proxy statement and, following updates on the potential for a settlement
with Icahn, filed the proxy statement with the Commission on November 19.

Based on the above, the Company concluded that there was no solicitation
in opposition and that it was accordingly permitted to file its proxy statement
in definitive rather than preliminary form under Rule 14a-6(a).

In addition, the Company hereby acknowledges 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 filings;
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.

 November 24, 2010

 Page 4

We hope that the foregoing has been responsive to the
Staff’s comments.  If you have any questions related to this letter,
please contact me at (212) 403-1314.

Sincerely,

/s/ David E. Shapiro

David E. Shapiro

               EXHIBIT B

               1

               Submissions by Mr. Schachter

         1                                            October 15, 2010

         2                                            Vancouver, B.C.

         3

         4               (PROCEEDINGS COMMENCED AT 10:02 A.M.)

         5

         6     THE CLERK:  In the Supreme Court of British Columbia at

         7          Vancouver in chambers, this 15th day of October,

         8          2010, calling the matter of Icahn Partners LP and

         9          others versus Lions Gate Entertainment Corp. and

        10          others, My Lord.

        11     THE COURT:  Mr. Schachter.

        12     MR. SCHACHTER:  Thank you, My Lord.  I wanted to come

        13          back briefly, and forgive me if I -- if I have

        14          made this clear, but I wanted to come back to BCE

        15          just for a moment because unfairness was a

        16          consideration in BCE, but it's not unfairness in

        17          the abstract, it's not unfairness in the air, it's

        18          not looking at a result and saying it's unfair and

        19          therefore there must be a remedy.  That was the

        20          error the Quebec Court of Appeal made.  What is

        21          fundamentally important is to determine whether

        22          there is a reasonable expectation.  It's only then

        23          that the fairness inquiry is relevant.  So it's in

        24          this case Your Lordship would have to find a

        25          reasonable expectation on the part of Mr. Icahn.

        26          You would then have to ask whether that reasonable

        27          expectation was breached and if the breach was

        28          unfair such that there ought to be a remedy.  But

        29          you can't start at the end, consider whether

        30          there's unfairness and then reason, as the Quebec

        31          Court of Appeal did, in error, that there

        32          therefore ought to be a remedy.  So that's the

        33          first point I wanted to address.

        34               The second is this.  I think there was a

        35          question along these lines, is there a space

        36          between a breach of fiduciary duty, or the

        37          fulfilment of your fiduciary duty, and a breach of

        38          a reasonable expectation?  Is there a space there

        39          where the directors could be fulfilling their

        40          breach of -- their fiduciary duty, yet there still

        41          is a breach of a reasonable expectation.  Now, one

        42          can see that hypothetically in a private company,

        43          what one could imagine a circumstance in a private

        44          company.  In BCE, the debenture holders where

        45          there were competing classes, shareholders and

        46          debenture holders, asserted on the basis of public

        47          pronouncements that they had a private expectation

               2

Submissions by Mr. Schachter

1          and they sought damages for breach of that.  That

2          was their primary relief, that they wanted -- they

3          wanted damages.  But if you look at this, this

4          particular company, with one class of shares, with

5          shareholders all similarly situated in terms of

         6          their
reasonable expectations, the only reasonable

7          expectation here is that the directors will

8          fulfill their fiduciary duties.  There is nothing

9          outside of that in this case.  That's it.  And

10          that's why in this case the petitioners can't run

11          from the decision of this court in Teck, because

12          Teck speaks to fiduciary duty in a context which

13          is relevant here, and it has been approved in many

14          courts.  It is a seminal case on that issue.  You

15          can't run from it, because as soon as you say the

16          reasonable expectation is, has there been a breach

        17
  of fiduciary duty, you then ask, well, what are

18          the purposes for which a share issuance power can

19          be exercised by directors fulfilling that

20          fiduciary duty?  And that takes you into Teck.

        21
So what the petitioners have to ask

22          Your Lordship to do is reject the directors'

23          evidence of their primary purpose and then to say

24          the law is not the law as pronounced by

        25
Mr. Justice Berger in Teck, that that is not the

26          law.  And they cannot do that in this case, in my

27          submission.

28               I want to ask you to turn just briefly to

29          tab 21 of my authorities.  And tab 21 is the

30          Rogers v. MacLean Hunter case.  And as in most of

31          these cases, it's -- it's not so much the facts

32          but the principles that are expressed.  And I

        33          wanted
to ask you to turn to paragraph 14.  It's

34          tab 21, paragraph 14.

        35
THE COURT:  Yes.

        36
MR. SCHACHTER:

        37

38               What has to be recognized is that in a

39               takeover situation there is a very great

40               dynamic tension.  The directors of the

41               acquirer wish to get the target for as little

42               as possible so as to satisfy their fiduciary

        43
duties for their organization.  Read Icahn.

44               The directors of the target, if altruistic,

45               must look to maximizing the long-term

46               benefits of the target.  However, as both

47               sides attempt to present themselves to the

               3

Submissions by Mr. Schachter

1               public and the quarter regulator, one is

2               often reminded of two very burly, unshaven,

3               stubby-fingered wrestlers who then profess

4               their great and perhaps new-found love for

5               needlepoint in this legal jousting match.

6               Heat of the moment or tactical actions

7               frequently are not able to be neatly

8               contained in legal concept and duty packages.

         9

10          And I pause there to say this.  When one looks at

        11          some
of the language used, whether it's in text

12          messages or whether it's Mr. Icahn saying anybody

13          who threatens my bid is going to be sued, this is

14          not a tea party.  These parties are dealing with

15          very serious issues; the directors are dealing

16          with very serious issues that affect the long-term

17          benefits of this company.  All right.  I'd ask you

18          to turn, just to complete the passage in this

19          case, to paragraph 19 over the page:

        20

21               It is reasonable that a target board not roll

22               over and play dead.  If it were completely

23               passive, it would be soundly criticized for

24               not doing anything to maximize the situation

25               for the target organization, whatever it

26               does, must be reasonable.

        27

        28          And
I submit in this case it was.  It was.  If it

29          translates into having to pay an adequate price,

30          that's exactly what these directors should be

31          doing, although I would think the principle is

32          objective, perspective reasonability.  And then if

33          you turn to paragraph 22:

        34

35               Thus far there does not on the record before

36               me appear to be evidence that the MHO board

37               is being actuated by a dominant and proper

38               collateral purpose.

        39

40          And there's a reference to Teck yet again.  Yet

41          again.  Now, I observe this:  as crucial as Teck,

42          the jurisprudence in Teck is, to a case which my

43          friends have built on improper purpose, what they

44          have said to Your Lordship is it's not an

45          oppression case.  That's the point upon which they

46          distinguish Teck.  It's not an oppression case; it

47          was decided before the oppression cases.  It's

               4

Submissions by Mr. Schachter

         1          been
cited in oppression cases for the same reason

2          that it's being cited here.  It is a case which

3          deals with fiduciary duties and they are very

4          important here.  And I'll say this:  the case that

5          my friends rely upon in their authorities,

6          although they didn't deal with it in their oral

7          submissions and poll the privy counsel decision,

8          that wasn't an oppression case either.  So my

9          friends can't simply say, well, Teck is not an

10          oppression case.  It bears directly on the burden

11          of the