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corresp

September 8, 2010

Via EDGAR and Hand Delivery

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Ms. Linda Cvrkel

    Re:

    Lions Gate Entertainment
Corp.

Form 10-K for the fiscal year ended March 31, 2010

Filed June 1, 2010

    File No. 001-14880

Ladies and Gentlemen:

     We respectfully submit below the response of Lions Gate Entertainment Corp., a British
Columbia, Canada corporation (“Lions Gate,” the “Company,” “we,” “us” or “our”), to the additional
comment of the United States Securities and Exchange Commission (the “Commission”) staff (the
“Staff”) contained in your letter dated August 30, 2010. For your convenience, we have included
your original comment, immediately followed by our response. Along with its EDGAR-filed copy,
Lions Gate is concurrently delivering a courtesy hard copy of its response to the Commission.

Note 22. Subsequent Events

    Comment 1: We note from the disclosure included in Note 22 that on July 20, 2010, the
Company entered into a refinancing agreement to exchange approximately $36.0 million in
aggregate principal amount of the February 2005 3.625% Notes and approximately $63.7 million
in aggregate principal amount of the October 2004 2.9375% Notes for equal principal amounts,
respectively of new 3.625% Convertible Subordinated Notes due 2027 and new 2.9375% convertible
Senior Subordinated Notes due 2026. We also note that the new notes took effect immediately
and all terms were identical to the February 2005 3.625% Notes and the October 2004 2.9375%
Notes except that the New Notes had an extended maturity date, extended put rights by two
years and were immediately convertible at an initial conversion rate of 161.2903 common shares
of the Company per $1,000 principal amount of the New Notes. We further note that on July 20,
2010, the New Notes were converted into 16,236,305 shares of the Company. Please tell us and
revise the notes to the Company’s financial statements in future filings to explain how the
Company accounted for the exchange transaction and the related conversion of the new notes
issued into shares of the company’s common stock. As it appears that the conversion price of
the new notes issued in the exchange transaction had a lower

    conversion price than the original notes that they replaced, it appears that the transaction
should be accounted for as an induced conversion pursuant to the guidance in ASC
470-20-40-26.

Response:

Our analysis of the transaction is consistent with the Staff’s observation that the transaction is
to be accounted for pursuant to the guidance in ASC 470-20-40-26. Specifically, we estimate that
we will record a net loss of approximately $14.5 million in our second quarter ending September 30,
2010, representing the excess of the fair value of our common stock issuable pursuant to the
conversion terms of the new notes over the fair value of our common stock issuable pursuant to the
conversion terms of the old notes partially offset by the impact of applying the settlement
accounting pursuant to ASC 470-20-40-20 as required by ASC 470-20-40-26.

We also confirm that our quarterly report on Form 10-Q for the quarter ended September 30, 2010
will include disclosure of the loss amount and an explanation of how we accounted for the exchange
transaction and related conversion of the new notes issued into shares of the Company’s common
stock.

The disclosure will include a description of the transaction similar to that contained in our
subsequent events footnote (Note 22) in our June 30, 2010 quarterly report on Form 10-Q. The
disclosure will indicate that as a result of the July 20, 2010 exchange transaction and related
conversion, the Company recognized a non cash loss of approximately $14.5 million, which includes
the write-off of $0.6 million of unamortized deferred financing costs, an increase to common shares
equity of $106.0 million and reduction in the carrying amount of the old notes of approximately
$92.1 million. The explanation will indicate that the net loss recognized represented the excess of
the fair value of our common stock issuable pursuant to the conversion terms contained in the new
notes as compared to the fair value of our common stock issuable pursuant to the conversion terms
of the old notes, partially offset by the gain associated with the extinguishment of debt
representing the excess of the carrying amount of the debt extinguished over the fair value of our
common stock issuable pursuant to the conversion terms of the old notes.

We hope that this letter has been helpful and responsive to your requests. If you have any
questions or comments to these responses, please contact me directly at 310-255-3996.

    Sincerely,

    /s/ James Keegan

    James Keegan

    Chief Financial Officer

    cc:

    Jon Feltheimer

Wayne Levin, Esq.

Adrian Kuzycz, Esq.

David J. Johnson, Jr., Esq.