SecProbe.io

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Mail Stop 3561

      October 31, 2005

Randall T. Mays
Chairman of the Board of Directors
CCE Spinco, Inc.
2000 West Loop South, Suite 1300
Houston, Texas  77027

	RE:  	CCE Spinco, Inc.
		Amendment No. 1 to Form 10-12B
		Filed October 18, 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.

Exhibit 99.1 Information Statement

The Distribution, page 39

Reasons for the Spin-Off, page 39

1. We note your revisions in response to our prior comment 28.
Please also 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.

Selected Combined Financial Data, page 54

Cash Flow Data, page 56

2. We note your response to our prior comment 34.  We will not
object
to your omission of the cash flow data for the two earliest
periods
in the selected financial data provided that you revise to
disclose
in the introduction to the selected financial data the reasons why
this information cannot be presented and why you believe this does
not render the filing misleading.

Management`s Discussion and Analysis, page 58

Global Theater Results of Operations, page 68

Six Months Ended June 30, 2005 to Six Months Ended June 30, 2004,
page 68

3. Please refer to our prior comment 40.  You state that the
assets
are periodically reviewed for impairment whenever events or
changes
in circumstances indicated that the carrying amount of the assets
may
not be recoverable.  This appears to be accounting in compliance
with
SFAS 144 but rather accounted for as reductions of revenue as
noted
in your response.  If this is the case, please tell us why these
impairments are not appropriately expensed.  Also, cite the
accounting literature upon which you relied in recognizing the
impairment of your advances as reductions of revenue.

Management, page 96

Employee Benefit Plans, page 102

4. Please include your response to our prior comment 53 in this
subsection of the information statement.

Financial Statements, page F-1

Report of Independent Registered Public Accounting Firm, page F-2

5. Please revise to remove the restrictive legend that precedes
the
report of the independent registered public accounting firm prior
to
the planned effectiveness of the Company`s Form 10 registration
statement.  The report with regard to the financial statement
schedules included on page F-36 should be similarly revised.

Combined Statements of Operations, page F-4

6. We note your response to prior comment number 56.  As requested
in
our prior comment, please revise to disclose pro forma basic and
diluted earnings per share for all periods presented in the
Company`s
statements of operations, prior to the planned effectiveness of
the
Company`s Form 10 registration statement.

Note A - Summary of Significant Accounting Policies, page F-7

Stock Based Compensation, page F-12

7. We note your response to our prior comment number 59.  As
requested in our prior comment, please revise to disclose your pro
forma basic and diluted earnings per share assuming the fair value
method outlined in SFAS No.123 had been used to account for stock-
based compensation, prior to the planned effectiveness of your
Form
10 registration statement.

Note B - Long-lived Assets, page F-12

Goodwill, page F-13

8. We have reviewed your response to our prior comment number 61.
However, based on the information provided in your response, we
are
unclear as to the nature of the purchase price allocation
"correction" that was recognized during 2003.  Please explain in
further detail the nature of the purchase price allocation error
that
occurred in connection with your fiscal 2000 acquisition
transaction.
Additionally, please explain in further detail the nature of the
"tax
contingencies" aggregating $96.4 million that were reflected as an
adjustment to goodwill during 2004.  We understand the rationale
for
reversing these tax reserves during 2004 (i.e., resolution of IRS
audit) but do not understand when or why these reserves were
initially established in purchase accounting for the related
acquisition.  We may have further comment upon receipt of your
response.

Note F - Commitments and Contingencies, page F-17

9. We note your response to our prior comment 64 and require
clarification.  Please tell us why, given that the adverse ruling
on
page 95 discloses an award of damages of $90 million you have only
accrued $34.9 million.  If you do not believe that payment of
these
damages is "reasonably possible," explain in detail your basis for
this conclusion.  In addition, we continue to believe that the
disclosures provided in your financial statements regarding your
accruals for litigation and overall exposure to losses resulting
from
pending litigation are not adequate.  Please revise Note F to your
financial statements to disclose the amount of your potential
exposure to loss resulting from pending litigation and the amount
of
the related accruals that have been established.  If no estimate
of
the exposure to loss can be made, please include a statement to
that
effect in the notes to your financial statements.  Refer to the
requirements of paragraphs 9 and 10 of SFAS No.5 and SAB Topic
5:Y,
Question 2.

Note H - Income Taxes, page F-19

10. We refer you to our prior comment 67.  Please note that the
original comment asked that you explain why the recognition of
provisions for the tax contingencies was appropriate.  Please
clarify
for us the nature of the transaction that resulted in the tax
contingencies and be specific in your response.

Note K - Other Information, page F-23

11. We have reviewed your response to our prior comment number 68
but
do not concur with your conclusion that the materiality of the
gains/losses on disposal of assets, and the materiality of the
related assets or businesses disposed of should be assessed solely
in
relation to the Company`s total revenues for the respective
periods.
We believe these gains and losses also must be assessed for
materiality in relation to the Company`s operating income and net
earnings for the various periods presented.  Additionally, we
continue to believe that the Company`s classification of these
gains/losses as components of other income/expense, net, is not
appropriate.  Accordingly, either revise to include these
gains/losses as a component of operating income or expense or as
discontinued operations, as your response indicates they should be
classified.  Your response and your revised disclosure should
clearly
explain the basis for the treatment used and should include any
disclosures required by SFAS No.144, as applicable.

Note L - Segment Data, page F-24

12. Please tell us what assets you have allocated to "identifiable
assets" per your revised disclosure in response to our prior
comment
71.  Include the major classes of assets you have allocated by
geographic area, including domestic operations.

*	*	*	*

      As appropriate, please amend your filing and respond to
these
comments.  You may wish to provide us with marked copies of the
amendment to expedite our review.  Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested information.  Detailed cover letters greatly
facilitate
our review.  Please understand that we may have additional
comments
after reviewing your amendment and responses to our comments.

	 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 information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  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.

	You may contact Heather Tress, Staff Accountant, at (202)
551-
3624, or Linda Cverkel, Accountant Branch Chief, at (202) 551-
3813,
if you have any questions regarding comments on the financial
statements and related matters.  Please contact Cheryl Grant,
Staff
Attorney, at 202-551-3359 or Michele M. Anderson, Legal Branch
Chief,
at (202) 551-3833 with any other questions.

								Sincerely,

								Max Webb
								Assistant Director

cc:	via facsimile (210) 270-7205
      Daryl L. Lansdale, Jr./Fulbright & Jaworski L.L.P.
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Mr. Mays
CCE Spinco, Inc.
October 31, 2005
Page 5

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