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December 5, 2005

VIA EDGAR

Ms. Kathleen Collins

Accounting Branch Chief

Division of Corporation
Finance

United State Securities
and Exchange Commission

Mail Stop 4-06

Washington, D.C.  20549

Re:                               Telephone
Discussion on November 30, 2005

Ms. Collins:

In
light of our conversation with Ms. Megan Akst on November 30, 2005,
we will revise our disclosure related to Adjusted OIBDA in our future earnings
releases to reflect that we do not consider it to be a measure of
liquidity.  Accordingly, we suggest the
following as our discussion of Adjusted OIBDA to address the concerns raised:

Adjusted OIBDA:

“Adjusted operating income before depreciation and amortization
(adjusted OIBDA) is defined as operating income before depreciation,
amortization, stock-based compensation and facility-exit costs. Management
believes that because adjusted OIBDA excludes (1) certain non-cash
expenses (such as depreciation, amortization and stock-based compensation); and
(2) items that management believes are not reflective of the company’s
core operating results over time (non-recurring facility-exit costs in the September 2004
quarter related to the relocation of the company’s corporate offices), this
measure provides investors with additional useful information to measure the
company’s performance, particularly with respect to changes in performance from
period to period. Management uses adjusted OIBDA to measure the company’s
performance and monitors adjusted OIBDA to ensure compliance with specific
financial performance covenants in our term loan agreement.  The company’s Board of Directors uses this
measure in determining certain compensation incentives for certain members of
the company’s management.  Adjusted OIBDA
is not determined in accordance with generally accepted accounting principles
(GAAP) and should be considered in addition to, not as a substitute for or
superior to, financial measures determined in accordance with GAAP.  A limitation associated with the use of adjusted
OIBDA is that it does not reflect the periodic costs of certain capitalized
tangible and intangible assets used in generating revenues in the company’s
business.  Management evaluates the costs
of such tangible and intangible assets through other financial measures such as
capital expenditures and purchase accounting.
An additional limitation associated with this measure is that it does
not include stock compensation expenses related to the company’s
workforce.  Management compensates for
this limitation by providing supplemental information about stock compensation
expense on the face of the consolidated statements of operations.  Management does not believe either of these
limitations is material, particularly when such measure is disclosed with its
most comparable GAAP financial measure, operating income.  A reconciliation to operating income is
provided in the accompanying tables.”

Please feel free to contact me directly at 818-287-3318
should further discussion on the above points be necessary.

  Respectfully submitted,

  /s/ Charles S. Hilliard

  Charles S. Hilliard

  Executive Vice President, Finance

  and Chief Financial Officer

cc:                                 Megan Akst, Division of Corporation
Finance

Tom Ferraro, Division of Corporation Finance

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