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[Letterhead of Wachtell, Lipton, Rosen
& Katz]

October 28, 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: Starz

Schedule 13E-3

Filed October 5, 2016 by Starz, Lions Gate Entertainment Corp.,

Orion Arm Acquisition Inc., and Dr. John C. Malone

File No. 005-86413

Lions Gate Entertainment Corp.

Amendment No. 2 to Registration Statement on Form S-4

Filed October 5, 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 Amendment No. 2 to
Registration Statement on Form S-4 (File No. 333-212792) filed with the Commission on October 5, 2016 (the “Registration
Statement”) and the Schedule 13E-3 (File No. 005-86413) filed by Starz, the Company, Orion Arm Acquisition Inc., a wholly
owned subsidiary of the Company (“Merger Sub”), and Dr. Malone with the Commission on October 5, 2016
(the “Schedule 13E-3”), set forth in your letter dated October 24, 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. 3”) on the date hereof, and
we will separately furnish to the Staff a copy of Amendment No. 3 marked to show the changes made to the Registration Statement
as filed on October 5, 2016. In connection with this letter, Starz, the Company, Merger Sub and Dr. Malone are also filing an amendment
to the Schedule 13E-3 (“Amendment No. 1 to the Schedule 13E-3”) 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 Schedule 13E-3 as filed on October 5, 2016.

Page numbers referenced
in the responses refer to page numbers in Amendment No. 3, unless otherwise indicated.

Schedule 13E-3

General

 1. We have received your request for confidential treatment
of certain information included in several exhibits to the Schedule 13E-3. We will provide under separate cover any comments related
to your confidential treatment request.

Response:

Lions Gate respectfully acknowledges the
Staff’s comment that any comments related to its confidential treatment request will be provided under separate cover.

 2. Refer to the last sentence of the first full paragraph
on page iii. This implied disclaimer of responsibility for information provided by other filing persons is inconsistent with the
attestation accompanying each filing person’s signature that, to the best of their knowledge and belief, the information
set forth in the schedule is true, complete, and correct. Please revise accordingly. Refer to Exchange Act Rule 13e-100.

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Response:

In response to the Staff’s comment,
Lions Gate has revised the disclosure on page iii of Amendment No. 1 to the Schedule 13E-3.

 3. Refer to the last paragraph on page iii. Having
determined to file this Schedule 13E-3, it is not appropriate for a filing person to implicitly or explicitly disclaim that
it is an “affiliate” as defined in Rule 13e-3 or that it is engaged in the Rule 13e-3 transaction. Please revise this
paragraph accordingly. Please similarly revise the first paragraphs under “Position of Lions Gate and Merger Sub . . .”
and “Position of Dr. Malone . . .” on page 100 of the joint proxy statement/prospectus.

Response:

In response to the Staff’s comment,
Lions Gate has revised the disclosure on page iii of Amendment No. 1 to the Schedule 13E-3, beginning on page 105 of Amendment
No. 3 under the caption “Special Factors — Position of Lions Gate and Merger Sub as to the Fairness of the Merger”
and beginning on page 107 of Amendment No. 3 under the caption “Special Factors — Position of Dr. Malone as to the
Fairness of the Merger.”

 4. Please disclose in the joint proxy statement/prospectus
the information required by Item 1012(d), Item 1013(c), Instruction 3 to Item 1013, Item 1014(c) and Item 1014(d) of Regulation
M-A, or direct us to where this disclosure currently appears in the document.

Response:

In response to the Staff’s comment,
Lions Gate has revised the disclosure as follows:

 · Item 1012(d): In response to the Staff’s comment, Lions Gate has revised the disclosure on page 202 under the caption
“The Starz Special Meeting — Starz Record Date; Stock Entitled to Vote.”

 · Item 1013(c): In response to the Staff’s comment, Lions Gate has revised the disclosure on page 66 under the caption
“Special Factors — Lions Gate’s Purpose and Reasons for the Merger and Other Proposals; Recommendations of the
Lions Gate Board of Directors,” on page 67 under the caption “Special Factors — Starz’s Purpose and Reasons
for the Merger and Other Proposals; Recommendations of the Starz Special Committee and Starz Board of Directors; Fairness of the
Merger” and on page 109 under the caption “Special Factors — Position of Dr. Malone as to the Fairness of the
Merger.”

 · Instruction
                                         3 to Item 1013: In response to the Staff’s comment, Lions Gate has added disclosure
                                         on page 267 under the caption “Security Ownership of Certain Beneficial
                                         Owners and Management.”

 · Item 1014(c):
                                         In response to the Staff’s comment, Lions Gate has revised the disclosure on page
                                         8 under the question “Is the merger structured so that approval of at least a majority
                                         of unaffiliated security holders of Starz is required?”, on page 71 under the
                                         caption “Special Factors — Starz’s Purpose and Reasons for the Merger and Other
                                         Proposals; Recommendations of the Starz Special Committee and Starz Board of Directors;
                                         Fairness of the Merger,” on page 106 under the caption “Special Factors —
                                         Position of Lions Gate and Merger Sub as to the Fairness of the Merger,” and on
                                         page 107 under the caption “Special Factors — Position of Dr. Malone as to the
                                         Fairness of the Merger.”

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 · Item 1014(d):
                                         In response to the Staff’s comment, Lions Gate has revised the disclosure on page
                                         10 under the question “Have a majority of directors who are not employees of Starz
                                         retained an unaffiliated representative to act solely on behalf of unaffiliated security
                                         holders of Starz for purposes of negotiating the terms of the merger and/or preparing
                                         a report concerning the fairness of the merger?”, on page 71 under the caption
                                         “Special Factors — Starz’s Purpose and Reasons for the Merger and Other Proposals;
                                         Recommendations of the Starz Special Committee and Starz Board of Directors; Fairness
                                         of the Merger,” on page 106 under the caption “Special Factors — Position
                                         of Lions Gate and Merger Sub as to the Fairness of the Merger,” and on page 107
                                         under the caption “Special Factors — Position of Dr. Malone as to the Fairness
                                         of the Merger.”

 5. Please provide an analysis as to the necessity of
a Schedule 13D amendment in late 2014 by Dr. Malone when his discussions began with Lions Gate.

Response:

Dr. Malone filed his initial Schedule 13D
with respect to his ownership of securities of Starz (then known as Liberty Media Corporation) on October 3, 2011,
after acquiring shares of Starz in connection with the split-off transaction completed on September 23, 2011 by Liberty Interactive
Corporation. Item 4 of Dr. Malone’s initial Schedule 13D stated that Dr. Malone may acquire or dispose of shares of Starz
in the future, taking into consideration various factors, such as Starz’s business and prospects, other developments concerning
Starz, other business opportunities available to Dr. Malone, estate planning considerations and general economic and stock market
conditions, including but not limited to, the market price of Starz’s common stock.

In late 2014, Lions Gate initiated negotiations
with Dr. Malone in which Dr. Malone indicated to Lions Gate and Mr. Maffei that he might be interested in supporting a potential
business combination transaction. These discussions were preliminary in nature and no offer was made by Lions Gate at that time.
At that time, Dr. Malone was responding to the prospect of a potential proposal for a business combination from Lions Gate by indicating
the conditions under which he might be interested in supporting such a transaction and he had not formed any intention of, or plans
to, support or pursue such a business combination.

Dr. Malone concluded that it was not necessary
to amend his Schedule 13D at that time because these discussions did not constitute a “material change . . . in the facts
set forth in” his Schedule 13D, as amended. 17 C.F.R. § 240.13d-2(a). The discussions with Lions Gate were preliminary
and non-binding and Dr. Malone had no reason to believe that an understanding or agreement for such a transaction would be reached
between Starz and Lions Gate. Dr. Malone had not formulated a specific intention to engage in any of the transactions enumerated
in Items 4(a)-(j) of Schedule 13D and was merely indicating the conditions under which he might be willing to help facilitate such
a transaction if the parties could reach an agreement, which was also speculative at such time.

For these reasons, Dr. Malone does not
believe that Lions Gate’s preliminary non-binding discussions about the possibility of a business combination to acquire
Starz constituted a material change from the facts set forth in his Schedule 13D, and believes instead that disclosing the details
of that proposal may have been misleading in light of the uncertainty as to whether discussions with Lions Gate regarding a potential
transaction would in fact result in a transaction and what the terms of any such transaction would be. (Please see the case law
supporting this reasoning set forth in the response to comment 6 below.) Dr. Malone therefore does not believe that an
amendment to his Schedule 13D was necessary promptly after his discussions with Lions Gate in late 2014.

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 6. Please provide an analysis as to the necessity of
a Schedule 13D amendment by Lions Gate promptly after June 2, 2016 when it presented its preliminary proposal to acquire Starz.

Response:

Lions Gate filed its initial Schedule 13D
with respect to its ownership of securities of Starz on March 30, 2015 upon the consummation of the exchange offer with Dr. John
Malone. Item 4 of Lions Gate’s initial Schedule 13D stated that Lions Gate acquired the shares based on its view that they
represented an attractive investment opportunity, that Lions Gate may acquire or dispose of shares of Starz in the future, that
Lions Gate would evaluate various alternatives that are or may become available to Lions Gate with respect to Starz and may from
time to time consider, formulate and implement various plans or proposals intended to enhance the value of its investment in Starz,
including proposing or effecting any matter that would constitute or result in any of the matters enumerated in Items 4(a)-(j)
of Schedule 13D.

Lions Gate amended its Schedule 13D on February
4, 2016, promptly following a meeting on February 2, 2016 of the Lions Gate board of directors in which Lions Gate’s board
authorized management to proceed with exploring whether there might be a mutually beneficial combination between Lions Gate and
Starz. Accordingly, Item 4 of Amendment No. 1 to Lions Gate’s Schedule 13D stated that Lions Gate had informed Starz management
“that [Lions Gate] intends to explore whether there is a potential mutually beneficial combination of the two companies,”
and that “[t]oward that end, [Lions Gate] intend[s] to have discussions with [Starz], its affiliates, and other persons about
potential combinations that may involve stock or a combination of stock and cash.”

It is important to note that Amendment
No. 1 to Lions Gate’s Schedule 13D was not a generic boilerplate statement that Lions Gate may or may not engage in various
transactions in the future. Instead, it was a specific statement as to Lions Gate’s present intention to pursue with Starz
a specific transaction enumerated within Item 4, a business combination between the parties. The statement disclosed the fact
that Lions Gate had communicated this intention to management of Starz, disclosed that the consideration in the transaction may
involve stock or a combination of stock or cash, and disclosed Lions Gate’s intent to have discussions in pursuit of this
business combination, with Starz, affiliates of Starz and other persons. Amendment No. 1 disclosed that Lions Gate had a plan
to pursue a combination of the two companies, that it had communicated that plan to Starz and that it intended to pursue
the plan in discussions between the parties.

Lions Gate’s disclosure in this regard
is different from generic boilerplate disclosure at issue in proceedings in which the Commission has identified violations of Section
13(d)(2) and Rule 13d-2(a). In those proceedings, the filers’ Schedule 13Ds contained boilerplate disclosures indicating
at most that such filers might engage in disclosable transactions in the future, even though they had formulated plans to pursue
such transactions and had taken active steps toward doing so. See In re Shuipan Lin, Exchange Act Release No. 74497, at
3 (Mar. 13, 2015)

    5

(respondent disclosed in his Schedule 13D that he had “no
plans or proposals” with respect to the issuer, but the facts showed that he was “seriously consider[ing] and “had
taken steps in pursuit of a going private transaction”); In re Ciabattoni Living Trust Dated August 17, 2000, Exchange
Act Release No. 74499, at 6-7 (Mar. 13, 2015) (respondent disclosed in its Schedule 13D that it did “not have any present
plans or proposals,” but the facts showed that it “took a series of steps in furtherance of undertaking a going-private
transaction”); In re Anthony J. Ciabattoni, Exchange Act Release No. 74500, at 6-7 (Mar. 13, 2015) (same); In
re Jane G. Ciabattoni, Exchange Act Release No. 74501, at 6-7 (Mar. 13, 2015) (same); In re SMP Investments I, LLC,
Exchange Act Release No. 74502, at 6-7 (Mar. 13, 2015) (same); In re Brian Potiker, Exchange Act Release No. 74503, at
6-7 (Mar. 13, 2015) (same); In re William A. Houlihan, Exchange Act Release No. 74504, at 6-7 (Mar. 13, 2015) (same); In
re William A. Wilkerson & Phoenix Group of Fla., Inc., Exchange Act Release No. 48703, at 5 (Oct. 27, 2003) (filer’s
“boilerplate” disclosure that he “might” pursue an extraordinary corporate transaction required
amendment in light of his intention to take the issuer private) (emphasis added); see also Comment Letter to LaunchEquity
Partners, LLC et al. re: MakeMusic Inc. (Apr. 15, 2013) (determining that in light of filer’s discussions and proposal