SecProbe.io

November 2, 2010

Mr. Adam M. Mizel Interim Co-Chief Executive Officer  and Chief Financial Officer
Cinedigm Digital Cinema Corp.  55 Madison Avenue, Suite 300 Morristown, NJ  07960
Re: Cinedigm Digital Cinema Corp.
  Form 10-K for the Fiscal Year ended March 31, 2010
Filed June 14, 2010 File No. 001-31810
 Dear Mr. Mizel:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.

Item 7. Management’s Discussion and Analys is of Financial Condition and Results of
Operations

Critical Accounting Policies

Goodwill and Intangible Assets, page 33

1. Please consider expanding your disclosures in  your goodwill and intangible assets policy
for the items noted below.

• Percentage by which fair value exceeded carrying value of each  reporting unit as
of the date of the most recent test;
• Discussion of the degree of uncertainty associated with the key assumptions. The
discussion regarding uncertainty should pr ovide specifics to the extent possible

 Mr. Adam M. Mizel
Cinedigm Digital Cinema Corp.  November 2, 2010 Page 2
(e.g., the valuation model assumes recovery from a business downturn within a defined period of time); and

• Description of potential events and/or changes in circumstances that could
reasonably be expected to negativ ely affect the key assumptions.
 Liquidity and Capital Resources, page 41

 2. We note your response to our prior comment  number 7 in your response letter dated
September 5, 2008.  It does not appear that you have enhanced your discussion of the primary drivers in your operat ing activities.  We repeat our prior comment, that, your
discussion of cash used in operating activities appears to be a mere recitation of changes
and other information evident from the fina ncial statements.  Y our disclosures should
focus on the primary drivers of and other ma terial factors necessa ry to provide an
understanding of your cash flows.  In addition, where there has been material variability
in historical cash flows, your discussion should focus on the underlying reasons for the
changes, as well as on their r easonably likely impact on future cash flows.  Tell us what
consideration you gave to providing the di sclosure in accordance with the related
interpretive guidance in Section IV.B of SEC Release No. 33-8350.
 Item 8. Financial Statements and Supplementary Data

 Consolidated Statements of Operations, page F-3

 3. We note your line item, stock-based compensa tion, under costs and expenses.  Tell us
how you considered the guidance in paragraph F of SAB 107.
 Notes to Consolidated Financial Statements

3. Assets Held for Sale and Discontinued Operations, page F-18

4. We note that you present the results of the Pavilion Theatre as discontinued operations
for the fiscal years ended March 31, 2009 and 2010.   Tell us how you considered providing disclosure to discuss the facts a nd circumstances leading to the expected
disposal, and the expected manner and timi ng of the disposal.  Refer to ASC 205-20-50-
1.a.

Part III (Incorporated by Reference from th e Definitive Proxy Statement filed on July 29, 2010)

Item 11. Executive Compensation

5. It appears that you have not pr ovided a discussion of the “m easures and goals” used to
determine annual incentive awards nor the payou t levels of the awards for each of the
named executive officers.  We note your statemen t that you believe that disclosure of the

 Mr. Adam M. Mizel
Cinedigm Digital Cinema Corp.  November 2, 2010 Page 3
financial goals would result in competitive harm.  Please provide a detailed analysis
supporting your conclusion.  In particular, your  competitive harm analysis should justify
why you do not intend to disclose what appear  to be historical financial performance
objectives, and it should clearly explain the nexus between disclosure of the performance
objectives and the competitive ha rm that is likely to result from disclosure.  In this
regard, specify how disclosing historical financial performance obj ectives could provide
competitors with insight or knowledge about your internal operations  such that it would
cause a detriment to the company and its shareholders.
 Item 13. Certain Relationships and Related Transactions

 6. It appears that you have not disclosed any transactions wi th related parties since the
beginning of the company’s last fiscal year as required by Item 404 of Regulation S-K.
In this regard, we note that, in addition to the transactions you list on page F-44, you have
engaged in transactions with Sageview Capita l Master, L.P. in which Sageview is entitled
to nominate two members to your board of direct ors.  In your response letter and in future
filings, explain the material terms of the agr eement that allows for Sageview to nominate
two members to the board.  Tell us what consideration you have given to filing the agreement as an exhibit.
 Exhibits

 7. Please tell us what consideration you have  given to filing any agreements with your
significant customers such as your Studio Agreements which accounted for 56% of your consolidated revenues for the fiscal year ended March 31, 2010.  See Item
601(b)(10)(ii)(B) of Regulation S-K.
 8. It appears that several agreements listed in  the exhibit list were granted confidential
treatment.  Please explain why you have not ma rked the exhibit index to indicate that
portions of the exhibits have been omitt ed pursuant to a request for confidential
treatment.  See Section D.5 of Staff Legal Bu lletin 1A.  We note your response to prior
comment 24 in your letter dated September 5, 20 08 that you would revise future filings to
include references to confidential treatment requests.     We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 Mr. Adam M. Mizel Cinedigm Digital Cinema Corp.  November 2, 2010 Page 4
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclo sure in the filing;

• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

• the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federa l securities laws of  the United States.

You may contact Ryan Rohn, Staff Accountant, at (202) 551-3739 if you have questions
regarding comments on the financia l statements and related matte rs.  Please contact Jan Woo,
Attorney-Advisor, at (202) 551-3453 or Matthe w Crispino, Attorney-Advisor, at (202) 551-3456
with any other questions.  If you need further assistance, you may contact me at (202) 551-3730.

Sincerely,

Stephen Krikorian Accounting Branch Chief