SecProbe.io

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Mail Stop 3561

      September 9, 2005

Randall T. Mays
Chairman and
  Interim Chief Executive Officer
CCE Spinco, Inc.
2000 West Loop South, Suite 1300
Houston, Texas  77027

	RE:  	CCE Spinco, Inc.
		Form 10-12B
		Filed August 10, 2005
      File No. 01-32601

Dear Mr. Mays:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is 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 review 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.

General
1. Please file your exhibits as soon as practicable.  We will need
adequate time to review and, if necessary, comment upon your
disclosure regarding them.

Exhibit 99.1 Information Statement

General
2. We note a number of blank spaces throughout your information
statement concerning material financial amounts, among other
things.
Please include this disclosure in your revised information
statement
as soon as practicable.  Note that we may have significant
additional
comments once you have provided this disclosure.

Industry Data
3. We note that you include industry research for estimated data
and
other figures cited throughout the document, such as those
provided
by Nielsen Media Research and Pollstar, for example.  Please
provide
us with marked copies of any materials that support these and
other
third-party statements, clearly cross-referencing a statement with
the underlying factual support.  Confirm for us that these
documents
are publicly available and were not prepared in connection with
the
registration statement.

4. Please refer to the penultimate sentence of this paragraph
("Although we believe that these sources are reliable...").  We
note
your statement that you "cannot guarantee their accuracy or
completeness."  Delete this statement; as the registrant, you
cannot
disclaim responsibility for information contained within the
filing.

Summary, page 1

5. Please revise to provide more balance to your summary so that
it
discloses potential key negative factors about your business, such
as
your significant dependence upon Clear Channel Communications for
various aspects of your operations even after the spin-off, your
current and expected indebtedness, your need for additional
financing, and any imminent expiration of material agreements or
service agreements with Clear Channel Communications.  So that
your
summary focuses on the key aspects of the spin-off and your
operations, consider reducing here your current strategy
discussion,
which is more appropriate for your business section.

Questions and Answers About CCE Spinco and the Distribution, page
5

Can Clear Channel Communications decide to cancel the
distribution..., page 6

6. Please describe under what general conditions Clear Channel
Communications` board of directors would determine that the spin-
off
is not in the best interest of Clear Channel Communications and
its
stockholders so that Clear Channel Communications would terminate
the
stock distribution.

What will the relationship between Clear Channel ... and CCE
Spinco
be..., page 6

7. Note material aspects of your post-spin-off relationship and
agreements with Clear Channel Communications that are not
favorable
to you.

8. Please indicate any beneficial changes to Clear Channel
Communications` executive officer or director compensation or
other
management benefits that are related to the spin-off.

Summary of the Transactions, page 9

Distribution ratio, page 9

9. To the extent that you do not indicate so in your revised
information statement, please tell us in your response letter how
you
will determine the ratio of CCE Spinco shares for every Clear
Channel
Communications common stock share.

Fractional shares, page 9

10. You state that the distribution agent will aggregate the
fractional shares and sell them in the open market in order to
distribute cash to the holders of those shares.  Please confirm to
us
in your response letter that the second and third bulleted
conditions
described in response to question six of our Staff Legal Bulletin
No.
4 will be met concerning this distribution.

Preferred stock issuance, page 10

11. Since the agreement appears to already be in place, name the
third party investor that will acquire all of the shares of Series
A
and Series B mandatorily redeemable preferred stock of Holdco#2
prior
to completion of the distribution, and confirm that the investor
is
not an affiliate of Clear Channel Communications or otherwise in a
business relationship with Clear Channel Communications.
Generally
indicate here why Clear Channel Communications has an agreement
with
the investor that requires the former immediately resell the
Series B
redeemable preferred stock.  In this regard, we note the
disclosure
on page 111, in which you mention a "pre-existing binding
commitment
entered into prior to the Holdco #3 Exchange" for Clear Channel
Communications to resell the Series B stock to the third-party.
Tell
us the terms of this "commitment," including when the commitment
was
created.  Please tell us if there is any other business purpose
for
the Holdco #3 Exchange, other than for Clear Channel Communication
to
recognize a capital loss.

Payment of intercompany note, page 11

12. Quantify the "portion" of the intercompany note that will be
repaid with the proceeds from the various offerings and advance
described here.

Tax consequences to stockholders, page 11

13. Please provide us with the Skadden Arps tax opinion as soon as
possible.  We may have comments on the opinion.  Tell us if the
opinion will be filed as an exhibit or attached as an appendix.

Summary Historical and Pro Forma Financial and Other Data, page 14

Non-GAAP Financial Measures, page 18
14. When demonstrating the usefulness of the non-GAAP measure,
please
refrain from using boilerplate and provide a statement that is
specific to you, the particular measure, the nature of your
business
and the manner in which your management assesses the measure and
applies it to management decisions.  Your statement should work
only
regarding this measure at this time; if your statement is readily
transferable to other uses of non-GAAP measures by you or even to
other companies` use of non-GAAP measures, it is probably
boilerplate.  See Item 10(e)(1)(i) of Regulation S-K.  Also please
refer to our Conditions for Use of Non-GAAP Financial Measures
release available on our website at
http://www.sec.gov/rules/final/33-8176.htm, and revise your
document
accordingly.

Risk Factors, page 19
General
15. Please discuss first the risks associated with your leverage.
16. Make sure that each risk factor caption reflects the risk that
you discuss in the text.  Do not merely state a fact about the
transaction or your business, such as "We face intense competition
in
the live entertainment industry" on page 26 and "We are dependent
upon our ability to lease, acquire and develop live entertainment
venues" on page 27.  These are only examples.  Revise throughout
to
succinctly identify in your captions the risks that result from
the
facts and uncertainties.  Potential investors will be better able
to
read the risk factor captions and come away with an understanding
of
what the risk is and the result of the risk as it specifically
applies to this transaction and your company.

Exchange rates may cause fluctuations..., page 23

17. So that investors may assess the likelihood and magnitude of
the
risk, revise to describe whether such fluctuations have negatively
affected your results of operations in the past.

Our success depends on our ability to retain our senior
management..., page 27

18. Please explain the particular risk to your business and
operations, especially considering that you appear to have made
temporary arrangements with Clear Channel Communications to
continue
using some of its management.

We depend upon unionized labor for the provision of some of our
service..., page 27

19. Delete the mitigating language "We believe that we enjoy good
relations with our employees..."

Our separation from Clear Channel Communications...strong
brand...,
page 28

20. Also describe how Clear Channel Communications` engaging in
any
activities that overlap with your business would increase the risk
associated with its "strong" brand.

To service our debt..., page 30

21. Quantify the anticipated amount needed to fund your debt
service
obligations after the completion of the spin-off and related
offerings.

We are a holding company..., page 31

22. Quantify the amount of your subsidiaries` "existing and future
liabilities" to which your own debts are subordinated.

If Clear Channel Communications engages in the same type of
business..., page 33

23. Describe to what extent Clear Channel Communications currently
intends to engage in activities that overlap with your business.

If Clear Channel Communications engages in the same type of
business..., page 33
24. Please briefly elaborate on the nature of the "corporate
opportunity policy" and explain why such policy poses a risk.  For
example, you should state here that, under the policy, Clear
Channel
Communications, rather than your company, will have the right to
any
corporate opportunity arising from a potential transaction in
which
both companies have an interest.

The spin-off could result in significant tax liability, page 33

25. Please separate the discussion concerning the risk to your
shareholders and you from the discussion concerning the risk to
Clear
Channel Communications; include the discussions as distinct risk
factors.

Our corporate governance documents..., page 36
26. Please discuss the degree of control that Clear Channel
Communications will have on your company, including the ability to
deter any change of control attempts, due to the various
agreements
between Clear Channel Communications and your company, e.g.,
master
separation and distribution agreement and transitional trademark
license agreement.

We could be liable for income taxes owed by Clear Communications,
page 34

27. Please define or summarize "the Holdco #3 Loss" rather than
rely
on a reference to the definition stated much later on page 111.
So
that investors can realize the extent of the risk, please give an
idea of what your exposure concerning this tax liability would be.

The Distribution, page 39

Reasons for the Spin-Off, page 39

28. Please provide more detail as to how the spin-off is in the
best
interests of Clear Channel Communications, CCE Spinco and Clear
Channel Communications stockholders.  For example,

* You state that it will enable you to "resolve management and
systemic problems that arise by the operation of [y]our businesses
within a single affiliated group."  Describe what the management
and
systemic problems are.

* You state that it will improve your competitiveness "by
resolving
inherent conflicts and the appearance of such conflicts with
artists
and promoters."  Explain what these conflicts are and why they are
significant to you.

* You state it will "simplify and reduce" your regulatory burdens-
is
it that you will be less regulated?

* You state that "it will enhance the ability of each of Clear
Channel Communications and [you] to issue equity efficiently and
effectively for acquisitions and financings."  Please elaborate,
considering the significant restrictions you will have due to the
terms of the indebtedness you will incur by the time of the
distribution.  Also, elaborate as to the benefits Clear Channel
Communications will have in this regard.

* You state "it will enhance the efficiency and effectiveness of
each
of Clear Channel Communications` and [y]our equity-based
compensation."  Please explain how in more concrete terms.

In your revisions, discuss the fact that Clear Channel
Communications, at the same time, has chosen to retain a
significant
ownership interest in Clear Channel Outdoor Holdings and the
reasons
why Clear Channel Communications is conducting the Outdoor
Holdings
initial public offering and your spin-off at the same time.  Also
consider Clear Channel Communications` recent disclosure that it
will
issue a special dividend, conduct more share repurchases or a
combination of dividend and repurchases following the initial
public
offering.

29. We note that, since the second quarter of 2004, Clear Channel
Communications has purchased over 10% of its shares of outstanding
common stock under various share repurchase programs and has
indicated that it could purchase up to $1.6 billion more.  Please
tell us in your response letter whether these share repurchases
are
the first steps in a going-private transaction involving a Clear
Channel Communications pared down to only its radio broadcasting
business.  Refer to Rule 13e-3(a)(3) and Question and Answer No. 4
of
Exchange Act Release No. 34-17719 (April 13, 1981).  Is the spin-
off
related to the share repurchases in this respect?

Incurrence of Debt, page 41

30. Discuss the purpose of the incurrence of debts described on
this
page.  Provide a similar explanation for the issuance of the
Series A
and Series B preferred stock.  Explain how these transactions
relate
to the proposed spin-off and why they are being conducted in
conjunction with the spin-off.  Clearly state how the proceeds
will
be used.

Capitalization, page 46

31. Please revise to include mandatory redeemable preferred stock
in
the long-term debt category and reference to a footnote to the
table.

Unaudited Pro Forma Condensed Combined Financial Data, page 47

32. Please revise to reflect the mandatorily redeemable preferred
stock as long-term debt in the pro forma balance sheet. Also,
please
reflect the dividends associated with the preferred stock as
interest
expense in the company`s pro forma statements of operations. Refer
to
the guidance outlined in SFAS No.150.

33. The pro forma statement of operations as currently presented
does
not include any adjustments for changes in costs sharing or other
arrangements with Clear Channel Communications such as the
Transition
Services Agreement discussed on page 109. Please revise the pro
forma
statement of operations to include pro forma adjustments giving
effect to any changes in expenses that will result from the spin-
off
from Clear Channel Communications, to the extent that such changes
in
expenses are factually supportable as required by Rule 11-02(b)(6)
of
Regulation S-X.

Selected Combined Financial Data, page 51

Cash Flow Data, page 53

34. Please revise to include the cash flow data for the two
earliest
periods presented or tell us and explain in your disclosures why
you
are unable to do so.

Management`s Discussion and Analysis, page 55
35. Please discuss the most significant business challenges that
management expects to encounter over the next year and beyond as
well
as the known trends, demands, or uncertainties that may affect the
company`s financial condition.  Challenges that should be
discussed
include the transition from being a wholly-owned subsidiary to a
publicly-traded company (including paying for the increased costs
associated with being a public company), the company`s ability to
generate similar rates of growth, and any plans for expansion.
Consider identifying the metrics used