SecProbe.io

December 15, 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 letter dated Nove mber 30, 2010, in connection with the above-
referenced 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 may have addi tional comments.  Unless otherwise noted, where
prior comments are referred to they refe r to our letter dated November 2, 2010.
            General

 1. As requested on page 4 in our comment le tter dated November 2, 2010, please provide
the three acknowledgments in your next respon se to us.  Please also note that the
representations must be signed by the company’s management.  These are:

• the company is responsible for the adequacy  and accuracy of the disclosure 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

 Mr. Adam M. Mizel Cinedigm Digital Cinema Corp.  December 15, 2010 Page 2
• the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.
 Form 10-K for the Fiscal Year ended March 31, 2010

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

 Item 13. Certain Relationships  and Related Transactions

 2. We note your response to prior comment 6 regarding your Securities Purchase
Agreement with Sageview Capital Master, L.P.   Please be advised that Item 404(a) of
Regulation S-K requires disclosure  of transactions that resulte d in an entity becoming a 5
percent shareholder.  Disclosure is also requir ed for transactions and relationships that are
ongoing after the entity b ecomes a 5 percent shareholder.  In  this regard, we note that the
company has a continuing relationship with two of the director nominees of Sageview
pursuant to the Securities Purchase Agreement.  Accordingly, we continue to believe that
you should provide appropriate di sclosure regarding Sageview and its director nominees
under a heading entitled “Certa in Relationships and Related Transactions” in your annual
report on Form 10-K.  Please confirm that in future filings you will provide appropriate disclosure regarding your related party transa ctions since the beginning of the company’s
last fiscal year in accord ance with Item 404 of Regulati on S-K, including those with
Sageview and the related party transactions discussed on page F-44 of the Form 10-K for
the fiscal year ended March 31, 2010.  Refer to Regulation S-K Compliance and
Disclosure Interpretations Question 130.03.
 Exhibits

 3. We note your response to prior comment 7 that  the company has entered into 17 separate
agreements with nine studios that account  for 56.3% of the company’s consolidated
revenues for the fiscal year ended March 31, 2010.  Please provide us with a quantitative
analysis as to why you believe that you are not substantially dependent upon any one of
these studio agreements.  As part of your res ponse, tell us the larg est amount of revenue
that you have derived from a single or series of substantially identical contracts in your
last fiscal year.

 Mr. Adam M. Mizel Cinedigm Digital Cinema Corp.  December 15, 2010 Page 3
You may contact Ryan Rohn, St aff 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