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Correspondence Letter

 VIA EDGAR

August 28, 2007

Re:

WMG Acquisition Corp.

Warner Music Group Corp.

Form 10-K: For the Year Ended September 30, 2006

Form 10-Q: For the Period Ended March 31, 2007

Form 8-K: Furnished May 8, 2007

File Numbers: 333-121322, 001-32502

 Michael Fay

 Branch
Chief

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, DC 20549

 Dear Mr. Fay:

 On behalf of Warner Music Group Corp. (“Corp”) and WMG Acquisition Corp. (“AcquisitionCo” and, together with Corp, the
“Company”), we are writing to respond to the comments set forth in the comment letter of the staff of the Securities and Exchange Commission (the “Staff”) dated August 15, 2007 (the “comment letter”) relating to
the above-referenced Forms 10-K, 10-Q and 8-K. As noted below, we will revise future filings in response to the Staff’s comments.

 For
your convenience, the numbered paragraphs of this letter correspond to the numbered paragraphs of the comment letter.

 Securities and Exchange Commission

 August 28, 2007

 WMG Acquisition Corp.

 Form 10-K: For the Year Ended September 30, 2006

 Item 1. Business, page 1

 Our Business Strengths, page 1

 Flexible Cost Structure With Low
Capital Expenditure Requirements, page 2

1.
Please explain to us and disclose what you mean when you state that you “have contractual flexibility with regard to the timing and amounts of advances paid” and how
your accounting for the related advances is affected.

 The statement cited refers to the fact that in the vast majority of
contracts between the Company and its artists (whether recording artists or songwriters), such contracts cover multiple deliverables (whether albums or songs), many of which are only deliverable at the Company’s option. With respect to optional
albums or songs, the advance attributable to those albums or songs is only payable if the Company exercises its option to require delivery of those albums or songs and if those albums or songs are actually delivered. Advances with respect to albums
deliverable under recording agreements are generally payable in installments tied to certain steps in the recording process such as commencement of recording, delivery of “basic tracks” and delivery of a completed album. Since the Company
plays an important role in the recording process, it controls in part when those installments will be paid. Many of the Company’s recording agreements contain a so-called “pay or play” provision, which permit the Company to stop
delivery of an album that was otherwise required to be delivered in exchange for a payment to the artist that is significantly less than the full album advance. It is typical in the Company’s recording agreements and music publishing agreements
that advances for future albums or songs are calculated by a formula which takes into account the success of prior albums or songs, subject to a pre-negotiated minimum or maximum advance. These are some of the many reasons that the Company has
contractual flexibility with regard to the timing and amount of advances paid. This flexibility, however, does not affect the Company’s accounting for any advances that are paid. Once an advance is paid, it is accounted for as described in the
response to Comment #14 below.

 Item 7. Management’s Discussion and Analysis ..., page 37

 Results of Operations, page 45

 Twelve Months Ended
September 30, 2006 Compared to Twelve Months Ended September 30, 2005, page 45

2.
A significant portion of your results of operations disclosure is dedicated to stating, in narrative text form, dollar and percentage changes in accounts, some of which is
already included in tables. In addition, while you discuss certain factors to which changes are attributable, you do not quantify a large number of these factors nor analyze the underlying business reasons for the changes. For example, you state
that costs of revenues decreased in 2006 due, in part, to fewer unrecoverable advances, but you do not quantify this factor nor analyze the underlying reason for the change. We believe your disclosures could be improved and made much more
user-friendly and clearer by:

a)
increasing the use of tables to present dollar and percentage changes in accounts, rather than including such information in narrative text form;

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 Securities and Exchange Commission

 August 28, 2007

b)
using tables to list, quantify, and sum all of the material individual factors to which changes in accounts are attributable;

c)
refocusing the narrative text portion of the disclosure on analysis of the underlying business reasons for the individual factors in the tables above;

d)
ensuring that all material factors are quantified and analyzed; and

e)
quantifying the effects of changes in both price and volume on revenues and expense categories, where appropriate (for example, quantifying the change in digital sales that was
related to volume changes as opposed to price increases).

 The Company notes that within the specific cost categories of
Cost of Revenues and SG&A, there are only a small number of contributing factors. Typically, the Company focuses on quantifying only the material contributing factors, while providing narrative text for both material factors and immaterial
factors that when combined are material. Where appropriate and when it feels the tables are necessary to summarize a number of material contributing factors, the Company will use tables to list, quantify and sum the material factors that contribute
to Cost of Revenues, SG&A and other categories of expenses discussed in its results of operations disclosure in future filings. In addition, the Company will, while endeavoring to increase the use of tables to quantify the contributing factors
in its future filings where appropriate, also refocus the narrative text portion of the disclosure on the underlying business reason for each of the individual material factors. The Company will continue to ensure that all material factors are
quantified and analyzed in future filings.

 The Company notes that the effects of changes in price are not material to the Company’s
changes in revenue categories and as such, the narrative text discussion is focused on the volume changes that occur period over period. Should the effects of changes in price become material to the Company’s revenue and expense categories, the
Company will ensure that appropriate disclosure is provided to quantify such effects.

3.
 Please revise to include a table or tables detailing revenues both by geography (U.S., international, total) and by segment (recorded music, music publishing)
and sub-category (such as digital sales, physical sales, licensing for recorded music, and mechanical, synchronization, performance, and other for music publishing) for each period discussed. Please include columns for dollar and percentage changes
and common size percentages to the extent you believe

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 Securities and Exchange Commission

 August 28, 2007

useful. We believe such a table or tables will significantly improve the ease of use of this information to your investors and allow you to focus the
narrative text on discussion and analysis of these figures as seen through the eyes of management, which we believe should be the focus of these disclosures.

 The Company will include tables detailing revenue by geography and subcategory for each period discussed in its Form 10-K to be filed for the fiscal year
ended September 30, 2007 and for future years. The Company currently includes a table detailing revenue and OIBDA by segment. The Company will expand this table to include columns for dollar and percentage changes and common size percentages
where it determines such information to be useful to investors.

4.
We note your discussion and analysis of costs of revenues is limited to a single paragraph on a consolidated basis, while your segment discussion of expenses is limited to the
context of OIBDA, which does not address your expenses directly. We believe your segment OIBDA disclosures should be supplemented with or, preferably, replaced by a discussion and analysis of costs on a stand-alone basis (not in the context of
OIBDA) for each segment (including corporate). Further, we believe such disclosure should be more comprehensive than that currently presented and should include separate quantification and discussion of changes in significant components of costs of
revenues and SG&A, such as A&R, licensing, distribution, manufacturing, marketing costs, and other components, as appropriate. In addition, where discussing changes in these significant components, please provide total amounts in addition to
the changes to provide context to readers. For example, you state that selling and marketing costs increased by $33 million in 2006, but do not disclose total selling and marketing costs. As noted above, tables will help in this regard.

 The Company will disclose in future filings the amounts of SG&A and Cost of Revenues for each segment as well as the
subcategories comprising each category of costs. The Company will expand its discussion of segment OIBDA to include a paragraph for each of SG&A and Cost of Revenues and will quantify the changes to each subcategory that contribute to the total
category change along with a discussion of the underlying business reason for each change. The Company will consider tables to the extent it determines they are helpful to its investors.

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 Securities and Exchange Commission

 August 28, 2007

 Selling, general and administrative expenses, page 46

5.
You refer to the effect of bad debt expense in partial explanation of the increase in SG&A expenses, however such effect is not evident in Schedule II in regard to the
allowance for doubtful accounts. Please tell us the amount of bad debt expense recorded in fiscal 2006 and 2005 and how these amounts are reflected in Schedule II.

 The amount of bad debt expense recorded in fiscal 2006 and 2005 was $11 million and $1 million, respectively.

 The Company notes that upon further investigation of this matter, the amount of bad debt expense in fiscal 2006 in Schedule II was netted with deductions
to the allowance for doubtful accounts rather than separately set forth in the column “Additions Charged to Costs and Expenses.” The financial statement schedule should have read as follows, with the bad debt expense separately reflected
in the “Additions Charged to Costs and Expenses” column (in millions):

 As Reported

 Balance

 at

 Beginning

 of

 Period

 Additions

 Charged

 to

 Costs
and

 Expenses

Deductions

 Balance

 at

 End

 of

 Period

 Year ended September 30, 2006

 Allowance for Doubtful Accounts

$
50

(12
)

$
38

 Revised

 Balance
at
Beginning
of

 Period

 Additions
Charged
to

 Costs
and
Expenses

Deductions

 Balance
at

 End

 of
Period

 Year ended September 30, 2006

 Allowance for Doubtful Accounts

$
50

11

(23
)

$
38

 Given the disclosures provided in the MD&A, the Company does not believe that this revision to
Schedule II is material to an investor’s reading of the Company’s annual report. The Company will make this revision in its Form 10-K to be filed for its fiscal year ending September 30, 2007.

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 Securities and Exchange Commission

 August 28, 2007

 The Company notes that the $1 million of bad debt expense in fiscal 2005 was separately reflected in
the “Additions Charged to Costs and Expenses” column in Schedule II.

 Other income, net, page 47

6.
Please tell us the estimated gross amounts of what you expected to receive and the payments to artists related to the KaZaA copyright infringement lawsuit settlement and the
basis for these estimates. Also, explain to us why you believe it was appropriate to recognize net income for this settlement in fiscal 2006 prior to receipt of the settlement, as well as the basis for recording estimates of net receipts for other
settlements recorded in other income, net in fiscal 2005. Further, tell us and disclose when you expect to receive the proceeds of the settlements recorded in each year and the factors that may affect amounts received and paid to be materially
different from the amounts you estimated and recorded.

 During the fourth quarter of the Company’s fiscal 2006, a
settlement agreement was entered into between the record company plaintiffs including the Company (“the plaintiffs”) and the defendants in an Australian proceeding (Universal Music Australia Pty Ltd & Ors v. Sharman License
Holdings Ltd & Ors) and a U.S. proceeding (Metro-Goldwyn-Mayer Studios Inc., et al. v. Grokster, Ltd., et al.), pursuant to which $100 million became due and owing to the plaintiffs. The $100 million in settlement proceeds was wired to the
Recording Industry Association of America, the U.S. recording industry trade association, to be held in escrow until the plaintiffs agreed on how the proceeds would be allocated among them. Commencing in the fourth quarter of the Company’s
fiscal 2006, the plaintiffs engaged in allocation discussions. As of September 30, 2006, as a result of the allocation discussions among the plaintiffs, the Company estimated its allocation of the settlement proceeds at $19 million. In June of
2007, the plaintiffs agreed on the allocation and the Company’s portion of the settlement proceeds, including interest then accrued, was determined to be approximately $19.4 million, which the Company expects to receive in the fourth quarter of
fiscal 2007. The Company will disclose receipt of the payment for the KaZaA settlement amount (or, if it has not yet received the payment, when it expects to receive the proceeds of settlement) in its future filings.

 As of September 30, 2006, the Company calculated the amount to be credited to the royalty accounts of its recording artists by reducing its estimated
settlement by the Company’s contribution to litigation expenses and then applying an estimated royalty rate to the net settlement amount. The Company recorded income equal to the settlement less the amount payable to recording artists.

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 Securities and Exchange Commission

 August 28, 2007

 Under FASB Statement No. 5, Accounting for Contingencies, the Company believes it is appropriate
to recognize a gain when a settlement is entered into and the settlement proceeds are paid and the Company knows with certainty the minimum amount of money that will be received.

 During the fourth quarter of the Company’s fiscal 2005, a settlement agreement was entered into between ABC and several recorded music and music
publishing companies including the Company, for the unauthorized use of music in various ABC programming, which included a cash settlement of $65 million. As of September 30, 2005, the four major music companies had determined an allocation
among them for the recorded music portion of the settlement and were in discussions to appropriately allocate the music publishing portion. Based upon discussions among the four major music companies, the Company estimated that its combined recorded
music and music publishing settlement proceeds would be $10 million. The Company then determined the portion owing to its recording artists and songwriters using estimated royalty rates. The Company recorded income equal to the settlement less the
amount payable to recording artists and songwriters.

 During the fourth quarter of the Company’s fiscal 2006, the Company received its
portion of the settlement proceeds ($11.1 million) and as a result recorded an additional $880,000 of income after applying the amount payable to recording artists and songwriters.

 The Company will disclose in future filings when it expects to receive the proceeds of material settlements recorded in each year and the factors that may
affect amounts received.

 Loss on termination of management agreement, page 47

7.
Please explain to us why you were required to pay a termination fee in the termination of the man