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corresp

August 8, 2008

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, 2008

    Filed May 30, 2008

    File No. 001-14880

Ladies and Gentlemen:

     We respectfully submit below the responses of Lions Gate Entertainment Corp., a British
Columbia, Canada corporation (“Lions Gate,” the “Company,” “we,” “us” or “our”), to the comments of
the United States Securities and Exchange Commission (the “Commission”) staff (the “Staff”)
regarding our Annual Report on Form 10-K for the fiscal year ended March 31, 2008 (the “10-K”)
contained in your letter dated July 24, 2008. For your convenience, we have included your original
comments, each immediately followed by Lions Gate’s response. Along with its EDGAR-filed copy,
Lions Gate is concurrently delivering a courtesy hard copy of its response to the Commission.

Form 10-K

Consolidated Statements of Shareholders’ Equity, page F-5

Comment 1: Reference is made to the line item “Exercise of stock options” in the amount of
$(2,492) for the fiscal year ended 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
financing activities on the face of the statements of cash flows of $1,251.

Response: The following table reconciles the amount of $(2,492) disclosed on page
F-5 in the Consolidated Statements of Shareholders’ Equity to the amount of $1,251 disclosed
on the face of the statement of cash flows (amounts in thousands):

Lions Gate Entertainment Corp. File No. 001-14880

    March 31,

    2008

    Exercised Stock

    Options

    As disclosed
in Statements of Shareholders’ Equity

    $
    (2,492
    )

    Amounts paid to cancel shares to satisfy tax withholdings

    3,743

    As disclosed in Statements of Cash Flows

    $
    1,251

The amount of ($2,492) in the Consolidated Statements of Shareholders’ Equity, page F-5
referenced as “Exercise of stock options”, represents the net activity related to the
exercise of stock options during the fiscal year. The amount is negative as it includes a
cash outflow of ($3,743) for shares that were cancelled in order to satisfy the option
holder’s minimum tax withholding requirement, which is net of $1,251 of cash inflow from the
proceeds received from the exercise of stock options.

The amount
of $1,251 in the Consolidated Statements of Cash Flows, page F-6 referenced as
“Exercise of stock options”, excludes the amount of ($3,743) paid for cancelled shares, as
that amount is included in the total of ($5,319) referenced as “Amounts paid to satisfy tax
withholding requirements on options exercised” in the
Consolidated Statements of Cash Flows.
The remaining balance of ($1,576) included in the total amount of ($5,319) represents cash
paid for cancelled shares to satisfy minimum tax withholdings associated with restricted
share units. Thus, the Consolidated Statements of Shareholders’ Equity reflects activity for
each type of stock award and the Consolidated Statements of Cash Flows reflects the gross
cash flows associated with the total award activity.

Notes to the Consolidated Financial Statements

Comment 2: Please revise your notes to the consolidated financial statements in future
filings to include the required disclosures 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.

Response: We will include the required disclosure for goodwill and intangible assets
in accordance with paragraph 45(a)-(c) of SFAS No. 142 in future filings beginning with our Form
10-Q for the quarter ended June 30, 2008.

Note 6. Other Assets, page F-18

Equity Method Investments, page F-18

Comment 3: We note from the disclosure in Note 6 that the Company acquired a 42% equity
interest in NextPoint Inc. for an aggregate purchase price of $21.4 million which included
$0.5 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 also explain how the valuation of
the shares issued complied with the guidance outlined in paragraph 22 of SFAS No. 141.

Lions Gate Entertainment Corp. File No. 001-14880

Response: The execution of the agreement and closing of the NextPoint Inc. (“Nextpoint”)
investment both occurred on June 29, 2007. There was no previous announcement of the transaction.
The value of the 1,890,189 shares issued in connection with the investment was based on the
average of our stock price two days prior and two days subsequent to the date that the terms of
the investment were agreed upon. We noted that the use of the closing date price on different
averages of two, three, four and five days before and after the closing date resulted in extremely
de minimis differences.

We believe that the valuation of the shares issued complied with the guidance outlined in
paragraph 22 of SFAS No. 141 because we used the fair value of the Company’s common shares that
are publicly traded and we used a reasonable period before and after the date that the terms of
the investment were agreed upon.

In our future filings we will add the following disclosure: “The value assigned to the shares for
purposes of recording the investment of $20.9 million was based on the average price of the
Company’s common shares a few days prior and subsequent to the date of the agreement execution and
closing of the acquisition.”

Comment 4: Reference is made to your disclosures 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 that 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.

Response: With respect to the accounting treatment of the call options, we relied on the
following guidance:

In return for the consideration we provided for the investments in NextPoint, and Roadside
Attractions, LLC. (“Roadside”), we received both a direct equity interest and an option to
purchase the remaining interest. Although the option portion of both investments was not
considered significant, we believed it appropriate to consider and account for both elements of
the transaction. We applied the guidance in APB Opinion No. 18, The Equity Method of Accounting
for Investments in Common Stock (“APB No. 18”) to account for the direct ownership interest. For the
call option, we first determined that it did not meet the definition of a derivative instrument
under SFAS No. 133 paragraph 6 c. and paragraph 9. The net settlement requirement is not met since
the shares to be acquired are shares in a private company and not readily tradable or otherwise
readily convertible into cash. We then considered whether SFAS No. 115 was applicable to the
option and determined the investment did not have a readily determinable fair value, as required
under paragraph 3 of SFAS No. 115. Thus, it was determined that the call option should be
accounted for as a cost method investment.

Lions Gate Entertainment Corp. File No. 001-14880

Although, the disclosure indicates the “value” of the call options is included within the
investment balances, we will revise future filings to indicate the estimated initial cost of such
options rather than the value of such options are included within the investment balances.

In order
to estimate the cost of the options, we used a combination of the Black-Scholes option
pricing model and a probability weighted potential discounted cash flows model. The probability
weighted potential discounted cash flows were used to determine the value of the underlying
company which serves as an input in the Black-Scholes model to determine the initial cost of the
option. As a reasonableness check, we also used the probability weighted potential discounted
cash flows model to estimate the initial value of the option based on its exercise price. The
value of the Roadside option was considered de minimis because the option price was designed to
approximate the fair value of Roadside at the time the option is exercised and because the total
investment in Roadside was only $3 million. The initial cost of the NextPoint option was
estimated at $1.2 million.

We combined the amounts within the investment due to their lack of significance and because they
are so closely related to the investment. The values are evaluated for impairment each period. We
will revise future filings beginning with our Form 10-Q for our quarter ended June 30, 2008 to
disclose that the initial cost of the option was estimated, and is included within the investment
balance, and note that such amounts are evaluated for impairment each reporting period.

Comment 5: Reference is made to your disclosure on page F-20 regarding the accounts
receivable of $29 million due from Elevation Sales Limited. Please describe for us and revise
future filings to discuss the nature and terms of the accounts receivable balance. Your
response and revised disclosure should discuss the payment terms of the accounts receivable
balance; the collectibility of the balance; and whether any amounts have been reserved for
potential collectibility issues to date.

Response: We will revise future filings beginning with our Form 10-Q for our quarter ended
June 30, 2008 to disclose the following regarding the nature and terms of this accounts receivable
balance. The amounts receivable from Elevation Sales Limited represent amounts due our wholly-owned
subsidiary Lions Gate UK Limited, located in the United Kingdom, for accounts receivable arising
from the sale and rental of DVD products. The credit period extended to Elevation Sales Limited
provides a credit period of 60 days.

We have no concerns about the collectibility of this balance and are not aware of any amounts which
are overdue or considered to be subject to payment default. As of June 30, 2008, over 99% of the
March 31, 2008 balance had been collected. There has been no reserve recorded associated with the
receivable amount.

Lions Gate Entertainment Corp. File No. 001-14880

Note 11. Capital Stock, page F-24

(c) Share-Based Compensation, page F-25

Adoption of SFAS No. 123R, page F-25

Comment 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 required 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 revise to eliminate this disclosure.

Response: We agree with the above request and will eliminate this disclosure in future
filings beginning with our Form 10-Q for the quarter ended June 30, 2008.

Note 12. Acquisitions and Divestitures, page F-31

Acquisition of Mandate Pictures LLC, page F-31

Comment 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 comply
with the requirements outlined in paragraph 22 of SFAS No. 141 which requires that securities
issued in business combinations be valued based on the market price for a reasonable period
before and after the date that the terms of the acquisition are agreed to and announced.
Please revise the value assigned 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.

Response: The Mandate acquisition agreement, closing of the acquisition and the
announcement of the acquisition took place on the same day, September 10, 2007. The value of the
1,282,999 shares issued in the Mandate acquisition was based on the average of our stock price two
days prior and two days subsequent to the date that the terms of the acquisition were agreed upon
and announced. The average of our stock price during that period was equal to the stock price on
the closing date. We noted that the use of the closing date price on different averages of two,
three, four and five days before and after the closing date resulted
in extremely de minimis
differences.

In our future filings, we will revise our disclosure from “The value assigned to the shares for
purposes of recording the acquisition was $11.8 million and was based on the closing price of the
Company’s common shares on the date of the acquisition” to “The value assigned to the shares for
purposes of recording the acquisition was $11.8 million and was based on the average price of the
Company’s common shares a few days prior and subsequent to the date of the execution of the
agreement, and the announcement and closing of the acquisition.”

Lions Gate Entertainment Corp. File No. 001-14880

Comment 8: Also, we note from the disclosures outlined in Note 12 that certain shares to be
issued in connection with this acquisition 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 should
certain films or derivative works meet certain target performance thresholds. Please explain
in further detail the terms of the holdback arrangements surrounding the additional common
shares to be issued. Also, 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 performance thresholds and describe in 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.

Response: With respect to the terms of the holdback shares, these shares will be issued at
the dates indicated unless there is a third party claim related to a breach of the representations
and warranties made by the sellers in the purchase agreement. In the highly unlikely event that
there is a third party claim within the period of the holdback, the Company can withhold amounts to
be paid from the holdback shares.

With respect to the additional amounts that may be paid should certain films or derivative works
meet certain performance thresholds, the amount to be paid is the excess of the sum of the
following amounts over the performance threshold (i.e. the “Hurdle Amount”):

    •

    80% of the earnings of certain films for the longer of 5 years from the closing or 5
years from the release of the pictures plus,

    •

    20% of the earnings of certain pictures which commence principal photography within 5
years from the closing date for a period up to 10 years, plus

    •

    certain fees designated for derivative works which commence principal photography
within 7 years of the initial release of the original picture.

The Hurdle Amount is the purchase price of approximately $56 million plus an interest cost accruing
until such hurdle is reached, and certain other costs the Company agreed to pay in connection with
the acquisition. Accordingly, the additional consideratio