SecProbe.io

CORRESP
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SIMPSON
THACHER & BARTLETT LLP

February 9,
2005

  TO:

  Hanna Teshome

  FROM:

  Edward P. Tolley III

  RE:

  Registration Statement of
  WMG Acquisition Corp. (dba Warner Music Group) and the guarantor
  co-registrants on Form S-4 (File No. 333-121322)

Attached please find an
acceleration letter on behalf of WMG Acquisition Corp. (dba Warner Music Group)
(the “Company”) and the guarantor co-registrants for the above-referenced
registration statement (the “Registration Statement”) that requests
acceleration of effectiveness to 11:00 a.m. on Thursday, February 10,
2005.  A copy of the attached letter will
also be filed electronically as EDGAR correspondence.

We will be filing
pre-effective Amendment No. 3 to the Registration Statement today including all
information that has previously been omitted from the Registration Statement.

Thank you in advance, and
please contact me at (212) 455-3189 or Mary Kuan at (212) 455-2257 with any
questions.

Edward P. Tolley III

February 9, 2005

VIA FACSIMILE AND EDGAR

Securities and Exchange Commission

Division of Corporation Finance

450 Fifth Street, N.W.

Washington,
D.C. 20549

  Re:

  WMG
  Acquisition Corp.

  (dba
  Warner Music Group)

  Registration
  Statement on Form S-4

  File No.
  333-121322

Ladies and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Act”), the
undersigned hereby requests that the effective date of the above-referenced
Registration Statement on Form S-4 of WMG Acquisition Corp. (dba Warner Music
Group) (the “Company”) and the guarantor co-registrants be accelerated so that
the Registration Statement may become effective at 11:00 a.m. EDT on February
10, 2005, or as soon as possible thereafter.
In this regard, the Company is ware of its obligations under the Act.

The
Company acknowledges that

·
should the Securities and
Exchange Commission (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

·
the Company may not assert
this action as a defense in any proceeding initiated by the commission or any
person under the federal securities laws of the United States.

  Very
  truly yours,

  WMG
  Acquisition Corp. and

  the
  Guarantor Registrants

  By:

  /s/
  Paul Robinson

  Name:

  Paul
  Robinson

  (Attorney-in-Fact)