SecProbe.io

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Mail Stop 3561

      November 21, 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. 2 to Form 10-12B
		Filed November 14, 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.

Form 10 Exhibits

1. We note that you have submitted a request for confidential
treatment of portions of exhibits under Rule 24b-2 of the Exchange
Act.  Please note that you will need to resolve any issues on the
confidential treatment request prior to effectiveness of the
registration statement.  Furthermore, comments we may have on the
confidential treatment request may impact disclosure in the
registration statement.

Exhibit 99.1 Information Statement

Unaudited Pro Forma Condensed Combined Financial Information, page
50

2. Revise the introductory paragraph or the notes to the pro forma
financial information to disclose the dividend rate associated
with
the Series A and Series B preferred stock.

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

3. 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-37 should be similarly revised.

Notes to Combined Financial Statements, page F-7
Note B - Long-lived Assets, page F-13
Goodwill, page F-13

4. We have reviewed your response to our prior comment number
eight.
You state that the $11.1 million "correction" in 2003 was due to a
failure to record eliminations properly on the opening balance
sheet
in 2000.  Explain why a restatement of the prior periods back to
2000
was not considered necessary to correct the error and how you
complied with APB 20, paragraphs 36 and 37.  Include in your
response
why the appropriate correction of the error is a reduction of
goodwill.  Confirm that goodwill was originally overstated.
Please
provide further disclosures in your next amendment concerning more
details surrounding the nature of this correction and the impact
on
your financial statements.

5. Also revise the disclosures provided with respect to the $96.4
million goodwill adjustment recognized in 2004 so they are
presented
in a level of detail consistent with your response to our prior
comment eight.

Notes to Unaudited Interim Combined Financial Statements, page F-
31
Note 2 - Long-lived Assets, page F-32
Goodwill, page F-33

6. We note your disclosure of the July 2005 acquisition of Mean
Fiddler Music Group, PLC.  Please revise the interim financial
statements to provide all disclosures required by paragraph 58 of
SFAS 141, paragraphs 44 and 45 of SFAS 142, and Regulation S-X,
Article 10(b)(4).
7. In a related matter, please revise to disclose a description of
the factors that contributed to a purchase price that resulted in
recognition of significant amounts of goodwill in accordance with
paragraph 51(b) of SFAS 141.

*	*	*	*

      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.
November 21, 2005
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