SecProbe.io

March 15 , 2012

Via E -mail
Christopher J. McGurk, CEO
Cinedigm Digital Cinema Corp.
55 Madison Avenue, Suite 300
Morristown, NJ  07960

Re: Cinedigm Digital Cinema Corp.
  Registration Statement on Form S-3
Filed  March  7, 2012
  File No.  333-179970

Dear Mr. McGurk :

We have limited our review of your registration statement to those issues we have
addressed in our 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 by amending your registration statement and providing the
requested information.   Where you do not believe our comments apply to your facts and
circumstances o r do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.

Descriptio n of Capital Stock

Common Stock, page 22

1. Footnote 4 to the fee table indicates that the shares of Class A common stock that you are
registering include certain rights issued pursuant to the Tax Benefit Preservation Plan
dated as of August 10, 2009.  Please revise the description of your  common stock in this
section to dis cuss these rights.  Also, revise your exhibit index to incorporate by reference
the Tax Benefit Preservation Plan, which we note was filed as Exhibit 4.1 to your Form
8-K filed on August 19, 2009.  Finally, obtain a revise d opinion of counsel that opines
whether the rights that accompany your common stock are binding obligations of the
registrant under the law of the jurisdiction governing the rights agreement.  Refer to
Section II.B.1.g. of Staff Legal Bulletin No. 19  (“SLB No. 19”) .

Christopher J. McGurk
Cinedigm Digital Cinema Corp
March 1 5, 2012
Page 2

 Item 16.  Exhibits, page II -3

2. We note the footnote to the exhibit index indicating that you will file the form of
indenture as an exhibit to a report filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act and incorporate it by reference into your Form S -3.  Indentures
covering securities to be issued in a registration statement must be qualified at the time
the registration statement relating to those securities becomes effective.  R efer to
Interpretation 201.04 of our Trust Indenture Act of 1939 Compliance and Disclosure
Interpretations.  Accordingly, please confirm that you will file the form of indenture, a nd
provide us sufficient time for  review and comment , prior to requesting ef fectiveness of
the registration statement.

Item 17.  Undertakings, page II -3

3. Please provide the undertakings required by paragraphs (a)(6) and (j) of Item 512 of
Regulation S -K, or advise why such undertakings do not apply to your offering.

Exhibit 5.1

4. We note the statements in the final paragraph of the opinion that it is being rendered
“solely to you” and that no one may rely on it without counsel’s prior written consent.
Please obtain and file a revised opinion that does not include any implicat ion that
investors are not entitled to rely on the opinion.  Refer to Section II.B.3.d.  of SLB No. 19 .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the inform ation the Securities Act of 1933 and
all applicable Securities Act rules require.   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.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff,  acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring  the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

Christopher J. McGurk
Cinedigm Digital Cinema Corp
March 1 5, 2012
Page 3

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceed ing initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rule 461 regarding requests for acceleration.  We will consider a written
request for acceleration of the effective date of the registrat ion statement as confirmation of the
fact that those requesting acceleration are aware of their respective responsibilities under the
Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the secur ities specified in the above registration statement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

 Please contact me at (202) 551 -3456  with any questions.   Should you require further
assistance, you may contact Barbara C. Jacobs, Assistant Director, at (202) 551 -3730.

Sincerely,

 /s/ Matthew Crispino

Matthew Crispino
Staff Attorney

cc: Via E -mail
 Carol W. Sherman , Esq.
 Kelley Drye & Warren LLP