SecProbe.io

Mail Stop 3561          April 29, 2008  Edgar Bronfman, Jr. Chief Executive Officer and Chairm an of the Board of Directors
Warner Music Group Corp. 75 Rockefeller Plaza New York, NY 10019
Re: Warner Music Group Corp.
Form 10-K for the fiscal year ended September 30, 2007
  Filed November 29, 2007
  Definitive Proxy Statement on Schedule 14A
  Filed January 25, 2008   File No. 001-32502

Dear Mr. Bronfman:
We have conducted a targeted review of the above referenced filing for the legal
issues noted below.  We think you should revi se your future filings in response to these
comments.  If you disagree, we will consider your explanation as to why our comments are inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may
raise additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Please respond to confirm that such comments will be complied with, or, if
certain of the comments are deemed inappropr iate, advise the staff of your reason.  Your
response should be submitted in electronic form, under the label “corresp” with a copy to the staff.  Please respond with in ten (10) business days.

Edgar Bronfman, Jr.
Warner Music Group Corp.
April 29, 2008 Page 2

Definitive Proxy Statement on Schedule 14A
 Director Compensation, page 23

1. In future filings, please disclose all assu mptions made in the valuation of awards
in the stock awards column of the tabl e by reference to a discussion of those
assumptions in your financial statements, f ootnotes to the financial statements, or
discussion in Management’s Discussion and Analysis.  See Instruction to
Regulation S-K Item 402(k), which refers to Instruction 1 to Item 402(c)(2)(v)
and (vi).
 Executive Compensation Objectives and Philosophy, page 30

2. We note that your Compensation Committ ee considers ranges of compensation
paid by a comparative group of companies of similar size and stature as well as
your direct competitors in making its co mpensation decisions.  In any future
filing, please identify the benchmark comp anies and specify how each element of
compensation relates to the informati on you reviewed.  Discuss where actual
payments fall within targeted parameters.  To the extent actual compensation was outside a targeted per centile range, please explain why.  Refer to Item
402(b)(2)(xiv) of Regulation S-K.

* * * * *
  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 all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:  ‚ 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
‚ 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.

Edgar Bronfman, Jr.
Warner Music Group Corp.
April 29, 2008
Page 3

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

If you have any questions regarding these comments, you may contact Julie Bell at
(202) 551-3574.  If you need further assistance, you ma y contact me at (202) 551-3313.
         R e g a r d s ,            R o l a i n e  S .  B a n c r o f t          S p e c i a l  C o u n s e l