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[Letterhead of Wachtell, Lipton, Rosen & Katz]

September 6, 2016

VIA EMAIL AND EDGAR

Mr. J. Nolan McWilliams

Attorney-Advisor

Office of Transportation and Leisure

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: Lions Gate Entertainment Corp.

Registration Statement on Form S-4

Filed August 1, 2016

File No. 333-212792

Dear Mr. McWilliams:

On behalf of Lions Gate
Entertainment Corp. (“Lions Gate” or the “Company”), and in response to the comments of the
staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) to
the Company’s registration statement on Form S-4 (File No. 333-212792) filed with the Commission on
August 1, 2016 (the “Registration Statement”), set forth in your letter dated August 29, 2016 (the “Comment
Letter”), we submit this letter containing the Company’s response to the Comment Letter.

For your convenience,
the text of the comment from the Comment Letter is set forth below in bold, followed by the Company’s response. Capitalized
terms not otherwise defined in this letter have the meanings given to them in the Registration Statement.

In connection with
this letter, we are filing an amendment to the Registration Statement (“Amendment No. 1”) on the date hereof, and
we will separately furnish to the Staff a copy of Amendment No. 1 marked to show the changes made to the Registration Statement
as filed on August 1, 2016.

 Page numbers
referenced in the responses refer to page numbers in Amendment No. 1.

General

 1. Please provide us your analysis whether the (i) merger transaction, (ii) reclassification, or (iii) share issuance under
the M-B Exchange have a reasonable likelihood of producing, either directly or indirectly, the effects described in Rule 13e-3(a)(3)
of the Exchange Act. In your analysis, please address: (a) whether Lions Gate is an “affiliate” of Starz in light of
its beneficial ownership of Starz Class A Series common stock; and (b) whether Lions Gate is under “common control”
with Starz in light of its relationship with Dr. John C. Malone.

Response:

Set forth below is Lions Gate’s analysis
as to why none of the merger transaction, reclassification or share issuance under the M-B Exchange have a reasonable likelihood
of producing, either directly or indirectly, the effects described in Rule 13e-3(a)(3) of the Exchange Act.

In summary, the merger is not a transaction
covered by Rule 13e-3(a)(3)(i) because Lions Gate is not an affiliate of Starz and because Lions Gate is not under common control
with Starz, and neither the reclassification nor the M-B Exchange would produce any of the effects described in Rule 13e-3(a)(3)(ii).
Moreover, the merger and related transactions were negotiated vigorously at arm’s-length and do not implicate the policy
concerns of Rule 13e-3.

I. The merger

Rule
13e-3 applies to transactions to acquire securities of an issuer by the issuer or an affiliate of the issuer. Rule 13e-3(a)(1)
defines an affiliate of an issuer as “a person that directly or indirectly through one or more intermediaries controls, is
controlled by, or is under common control with such issuer.” Control is defined in Exchange Act Rule 12b-2 to include
“the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person,
whether through the ownership of voting securities, by contract, or otherwise.” Footnote 28 to Exchange Act Release No. 17719
states that “[t]he existence of a control relationship . . . does not turn solely upon the ownership of any specific percentage
of securities. Rather, the question is whether there is the ability, directly or indirectly, to direct or cause the direction of
the management and policies of [the target], whether through the ownership of voting securities, by contract or otherwise.”

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For the reasons set forth below, the Company
respectfully advises the Staff that the merger is not subject to Rule 13e-3 because Lions Gate is not an affiliate of Starz, in
that (i) Starz is not controlled by Lions Gate and (ii) Lions Gate and Starz are not under common control because Dr. John C. Malone controls neither
Lions Gate nor Starz. Furthermore, the merger was negotiated vigorously at arm’s-length and does not implicate the policy
concerns of Rule 13e-3.

A. Starz is not controlled by Lions Gate

Lions Gate has no ability to direct or cause
the direction of the management or policies of Starz, through ownership of voting securities, contract or otherwise. Thus, Lions
Gate does not control Starz and is not an affiliate of Starz.

 · Lions Gate
                                         has No Representation on the Starz Board of Directors. The Starz board of directors
                                         is composed entirely of directors who are independent of Lions Gate. Lions Gate has no
                                         power to appoint any director to the board of directors of Starz. Lions Gate’s
                                         holdings of Starz common stock cannot be voted by Lions Gate with respect to the election
                                         of directors because of the irrevocable proxy granted to Dr. Malone by Lions Gate.
                                         Thus, Lions Gate has no direct or indirect power over the composition of the Starz board
                                         of directors.

 · Lions Gate has No Veto or Other Rights. Lions Gate has no right to veto any action of the Starz board of directors or
management or to require the Starz board of directors or management to take or refrain from taking any action.

 · Lions Gate has No Relationships with Management of Starz. Lions Gate is not affiliated with any of Starz’s current
executive officers. The executive officers of Starz are appointed by the Starz board of directors, which is independent from Lions
Gate (as noted above).

 · Lions Gate’s Voting Power as a Stockholder of Starz is Limited. Based on Lions Gate’s Schedule 13D/A filed
on July 1, 2016 and the number of shares of Starz common stock outstanding as of August 31, 2016, Lions Gate and its subsidiaries
hold approximately 4.8% of the outstanding shares of Starz common stock, representing approximately 15.1% of the voting power of
Starz common stock. Furthermore, Lions Gate is not entitled to vote these shares in the election of directors or any other matter,
other than issuances of securities, business combinations and similar extraordinary transactions. Thus, Lions Gate’s existing
holdings of Starz common stock afford it no influence with respect to the election of directors or policies or management of Starz.

 · No Other Indicia of Control. There are no contractual or other arrangements between Lions Gate and Starz granting Lions
Gate the power to direct or cause the direction of management and policies of Starz.

For the reasons outlined above, Lions Gate
does not control Starz.

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B. Lions Gate is not under common control
with Starz

For Lions Gate to be under “common
control” with Starz in light of its relationship with Dr. Malone, Dr. Malone must control both Lions Gate and Starz. However,
Dr. Malone controls neither company and there is no other person that controls both companies.

1. Lions Gate is not controlled by Dr. Malone

 · Dr. Malone Holds One of 14 Board Seats at Lions Gate. The Lions Gate board of directors consists of 14 directors, including
Dr. Malone. Two other directors, Messrs. Michael Fries and David Zaslav, are associated with companies in which Dr. Malone is a
significant stockholder (Liberty Global plc (“LGP”) and Discovery Communications, Inc. (“Discovery”),
respectively), but Dr. Malone does not have a majority voting interest in these companies. Dr. Malone has no power to appoint or
remove Messrs. Fries and Zaslav from the board of directors of Lions Gate and these directors, as well as Dr. Malone, are subject
to the same fiduciary duties as Lions Gate’s other directors. The 11 other directors on the Lions Gate board of directors
have no past or present affiliation with Dr. Malone. In addition, there are currently two Lions Gate directors, plus a third nominee
who will become a director on September 13, 2016, if elected, who are designated by MHR Fund Management, which is independent from
Dr. Malone and is Lions Gate’s largest stockholder. Taken together, Dr. Malone’s single board seat does not provide
him with the power to direct, or cause the direction of, the management or policies of Lions Gate.

 · Dr. Malone has No Veto or Other Rights with Respect to Lions Gate. Dr. Malone has no right to veto any action of the
Lions Gate board of directors or management or to require the Lions Gate board of directors or management to take or refrain from
taking any action.

 · Dr. Malone is Not Affiliated with Management of Lions Gate. Dr. Malone is not affiliated with any of Lions Gate’s
current executive officers. The executive officers of Lions Gate are appointed by the Lions Gate board of directors, on which Dr.
Malone is one of 14 directors, and a majority of the remaining directors are independent from Dr. Malone (as noted above).

 · Dr. Malone’s
                                         Holdings in Lions Gate Common Stock are Limited. Dr. Malone holds 3.4% of the outstanding
                                         shares of Lions Gate common stock through two foundations and two trusts. As disclosed
                                         in Lions Gate’s proxy statement for the 2016 annual meeting of stockholders, there
                                         are at least six other stockholders of Lions Gate known to Lions Gate that beneficially
                                         own more common stock of Lions Gate than Dr. Malone, all of which are independent of Dr. Malone. While two public companies in which Dr. Malone is a significant
                                         stockholder (LGP and Discovery) beneficially own an additional 6.8% of the outstanding
                                         shares of Lions Gate common stock in the aggregate, Dr. Malone does not have a majority
                                         voting interest in these companies and has no power to direct the voting or disposition
                                         of the shares held by these companies, nor does he report beneficial ownership of such
                                         shares.

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 · Dr. Malone’s Influence is Limited by the Voting and Standstill Agreement. Dr. Malone’s influence as a stockholder
of Lions Gate is further limited by the voting and standstill agreement to which he is a party, which is described in the joint
proxy statement/prospectus on pages 155 – 156. Under the voting and standstill agreement, Dr. Malone, LGP and Discovery agreed,
until November 10, 2020, to cap their aggregate vote at 13.5% of Lions Gate’s outstanding voting power, and agreed that all
of the Lions Gate common shares beneficially owned by them in the aggregate in excess of 13.5% will be voted in the same proportion
as the votes cast by shareholders other than them. Concurrently with the execution of the merger agreement, on June 30, 2016, the
parties to the voting and standstill agreement entered into an amendment to the voting and standstill agreement, to, among other
changes, increase the voting cap to the greater of (i) 13.5% of the total voting power of Lions Gate and (ii) if the merger or
the exchange occurs, the lesser of (A) 14.2% of the total voting power of Lions Gate and (B) the percentage of the total voting
power held by LGP, Discovery and Dr. Malone following consummation of the merger or exchange. Until November 10, 2020, the parties
also agreed they would not beneficially own more than 18.5% of Lions Gate’s outstanding voting power in the aggregate.

 · No Other Indicia of Control. There are no contractual arrangements granting Dr. Malone, or other indicia that Dr.
                                                                                                               Malone has, the power to direct or cause the direction of management and policies of Lions Gate. Lions Gate is party to an
                                                                                                               investor rights agreement that is described in the joint proxy statement/prospectus on page 155, which provides that Lions Gate will not
                                                                                                               adopt a poison pill or rights plan that would prevent Dr. Malone, LGP and Discovery from acquiring shares in a manner
                                                                                                               permitted under the voting and standstill agreement.

2. Starz is not controlled by Dr. Malone

 · Dr. Malone is Not a Director of Starz and has No Right to Appoint or Remove Directors of Starz. Dr. Malone does not
sit on the nine-member board of directors of Starz and does not have the right to appoint, or to cause the removal of, any director
of Starz. One director, Mr. Gregory Maffei, is associated with companies in which Dr. Malone is a significant stockholder, but
Dr. Malone does not have a majority voting interest in such companies. Another director, Mr. Daniel Sanchez, is related to Dr.
Malone, but Dr. Malone does not control Mr. Sanchez. A third director, Mr. Tanabe was previously associated with companies
in which Dr. Malone is a significant stockholder. None of these directors are controlled by Dr. Malone and these directors are
subject to the same fiduciary duties as Starz’s other directors. The Nominating and Governance Committee of Starz, which
is composed entirely of directors unaffiliated with Dr. Malone, identifies and nominates directors to the board of directors of
Starz. One member of the Nominating and Governance Committee, Mr. Irving Azoff, was previously associated with a company
in which the largest shareholder is a company controlled by Dr. Malone. Dr. Malone does not control Mr. Azoff, and Mr. Azoff is
subject to the same fiduciary duties as Starz’s other directors.

      5

 · Dr. Malone has No Veto or Other Rights with Respect to Starz. Dr. Malone has no right to veto any action of the Starz
board of directors or management or to require the Starz board of directors or management to take or refrain from taking any action.

 · Dr. Malone is Not Affiliated with Management of Starz. Dr. Malone is not affiliated with the executive officers of Starz.
The executive officers of Starz are appointed by the Starz board of directors, a majority of which are unaffiliated with Dr. Malone
(as noted above).

 · Dr. Malone Does Not Hold Majority Voting Power of Starz. Based on Dr. Malone’s Schedule 13D/A filed on July 11,
2016 and the number of shares of Starz common stock outstanding as of August 31, 2016, Dr. Malone’s beneficial ownership
of Starz common stock constitutes approximately 33.3% of Starz voting power, and Dr. Malone also has a proxy to vote Lions Gate’s
shares constituting approximately 15.1% of Starz voting power in elections of directors and other matters, other than issuances
of securities, business combinations and similar extraordinary transactions. Dr. Malone’s ownership and Lions Gate’s
ownership of Starz common stock together do not constitute a majority of the voting power of Starz.

 · No Other Indicia of Control. There are no contractual arrangements granting to Dr. Malone, or other indicia that Dr.
Malone has, the power to direct or cause the direction of management and policies of Starz.

C. The merger was negotiated vigorously
at arm’s-length and does not implicate the policy concerns of Rule 13e-3

The Commission has made clear that Rule
13e-3 does not apply to a merger proposal by an acquirer to a non-affiliated issuer. As the Com