SecProbe.io

Mail Stop 3561          November 13, 2008   Via Fax & U.S. Mail

 Mr. Michael Rapino, Chief Executive Officer Live Nation, Inc. 9348 Civic Center Drive Beverly Hills, California 90210

Re: Live Nation, Inc.
 Form 10-K for the year ended December 31, 2007
Filed February 29, 2008 Form 10-Q for the quarter ended June 30, 2008 Filed August 7, 2008
 File No. 001-32601

Dear Mr. Rapino:

We have reviewed your filings and have the following comments.  Unless otherwise
indicated, we think you should re vise your document 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 provi de us with information so we may better
understand your disclosure.  After reviewing th is 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 inappropriate, 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 within ten (10) business days.

Mr. Michael Rapino, CEO
Live Nation, Inc.
November 13, 2008 Page 2  Annual Report on Form 10-K for the year ended December 31, 2007

 Available Information, page 24

 1. Please revise future filings to reflect the correct SEC mailing address of 100 F Street NE.
  Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 48
Selling, general and administrative expenses, page 54
 2. We note from the discussion on page 55 th at the company’s selling, general and
administrative expenses decreased by $7.0 million during 2006 as a result of pre-
acquisition contingencies for legal matters that were re solved during the period.
Please tell us the specific acquisition to which this pre-acquisition contingency
relates, the date that this acquisition transaction occurred, and the date that the legal matters were subsequently resolved.  We may have further comment upon receipt of your response.

Financial Statements, page 83

Notes to Consolidated and Combined Financial Statements, page 88
Note 1 – Summary of Significan t Accounting Policies, page 88
Subsequent to Separation, page 88

3. We note the disclosure on page 89 in dicating that during 2006, the company
recorded an additional adjustment to paid-in capital of $10 million to adjust the carrying value of assets distributed at th e date of spin-off.  Please explain in
further detail the facts and circumstan ces that resulted in this additional
adjustment during 2006 and explain how it was calculated or determined.
  Revenue Recognition, page 92

 4. We note from the business section that the company earns revenue from multiple
types of transactions including events, tic ket sales, food and beverage revenues,
rental revenues, venue sponsorships, and merchandise sales.  To the extent significant, please revise your accounting policy footnote in future filings to
clarify your revenue recognition policies with regards to a ll types of revenue,
addressing when the criteria of SAB 104 has been met for each revenue type.
 5. In a related matter, to the extent materi al amounts of revenue are recognized from
the sale of products (food, beverage, me rchandise) and from the provision of

Mr. Michael Rapino, CEO
Live Nation, Inc.
November 13, 2008 Page 3
services (events, etc.) and rental reve nues, please revise you r consolidated and
combined statements of operations in future filings to provide separate disclosure of revenues from sales of products, from  rental revenues and from the provision
of services.  Separate disclosure of th e related costs of sales should also be
provided for the costs associated with each of these activities.  Refer to the guidance outlined in Rule 5-03(b)(1) and (2) of Regulation S-X.
  Note 2 - Long-Lived Assets, page 95

Goodwill, page 97
 6. We note from the disclosure in Note 2 th at the company reorga nized its operating
segments in 2007 and as a result, goodw ill has been reallocated to the new
reporting business units that make up th ese segments utilizing a fair value
approach.  Please tell us and revise Note 2 to explain in further detail the nature of
the “fair value approach” used and the na ture and amounts of the adjustments to
goodwill of each of your segments that result ed from this reallocation process.
Refer to the disclosure requirements outlined in paragraph 45 of SFAS No.142.
 7. Also, we note from the narrative discussi on provided in Note 2 that you have
combined amounts reflected in the “acqui sitions” line item in the analysis of
changes in goodwill with adjustments to purchase price allocations for
acquisitions that occurred in prior periods.  Please provide us with and revise future filings to include an analysis  of changes in goodwill which separately
discloses the changes in goodwill resulting from acquisitions during the current
period and changes in goodwill resulting from changes in purchase price allocations for acquisitions occurring in  prior periods as well as any other
adjustments that were made to goodwill during the periods.  Also, please explain
in detail the specific nature and timing of the facts or ci rcumstances that resulted
in changes in the purchase price allocations  for acquisitions that occurred in prior
periods and the specific nature and timi ng of any other events or circumstances
that resulted in other changes in goodw ill during the periods presented in your
financial statements.  We may have  further comment upon receipt of your
response.
  Note 3 - Business Acquisitions, page 99

 8. We note from the disclosure provided in No te 3 and in the statement of changes in
shareholders equity that the company issued shares of its common stock in
connection with the acquisitions of certa in businesses and to acquire operational
contracts during 2007.  Please tell us and revise the notes to your financial
statements in future filings to explai n how you valued the common shares issued

Mr. Michael Rapino, CEO
Live Nation, Inc.
November 13, 2008 Page 4
in these acquisition transactions.  Refer to  the disclosure requirements outlined in
paragraph 51d of SFAS No.141.
 9. In addition, for each of your material acqui sition transactions that resulted in
recognition of goodwill, please revise to state the primary reasons for each of
these acquisitions and include  a description of the factors that contributed to a
purchase price that resulted in recognition of goodwill.  Refer to the disclosure requirements outlined in paragraph 51b of SFAS No.141.
 10. Also, please ensure that the notes to your financial statements in future filings
include all of the disclosures required by paragraphs 51 through 54 of SFAS No. 141 and paragraphs 44 through 46 of SFAS No .142, as applicable with respect to
the company’s acquisition transactions.  In this regard, it appears that the
acquisition of HOB by the company for $334.9 million in cash during 2006 represents a material acquisition trans action for which all of the disclosures
outlined in paragraphs 51, 52, and 54 of SFAS No.141 should be provided.  If you do not believe this acquisition was material , please explain your basis or rationale
for this conclusion.
  Note 4 - Restructuring, page 100

 11. We note from the disclosure in Note 4, that in connection with the company’s
acquisition of Mean Fiddler in 2005, the company accrued $4.7 million during
2005 and an additional $2.7 million in 2006 for lease termination costs.  We also
note from the disclosure in Note 4 that the company sold seven small sized music
venues acquired with Mean Fiddler in A ugust 2007 resulting in a reduction to the
restructuring accrual with the offset to goodwill for the lease terminations related
to these venues.  Please explain in further detail why you believe it was appropriate to recognize an adjustment to  goodwill in connection with the sale of
these music venues during 2007.  If this is because these venues were sold for more than expected at the time they were acquired, please in dicate this in your
response and in your revised disclosure s.  We may have further comment upon
receipt of your response.
  Note 5 - Investments, page 101

 12. We note that you have filed a Form 10-K/A for the year ended December 31,
2007 to include audited financial statements  for your investment in Broadway in
Chicago, L.L.C. pursuant to Rule 3-09 of  Regulation S-X.  Please explain why
you have only included financial statements for this entity for the years ended December 31, 2007 and 2006 in your Form 10-K/A.  Note that Rule 3-09 of Regulation S-X requires that financial statements shoul d be provided as of the

Mr. Michael Rapino, CEO
Live Nation, Inc.
November 13, 2008 Page 5
same dates and same periods as the audited financial statements of the company.  However, these financial statements are only required to be audited for those
periods in which the 20% thresholds outlined in Rule 3-09 of Regulation are met.  Please revise your Annual Report on Form 10-K/A to include financial statements
for Broadway in Chicago, L.L.C. for 2005 as required by Rule 3-09 of Regulation
S-X.  Please note that we do not believe the fact that your investment in this entity
has been disposed of provides a basis for excluding the required financial statements.
 13. Also, we note that the summarized financ ial information provided for Broadway
in Chicago in Note 5 does not agree to the amounts reflected in this entities
financial statements included in the am endment to the company’s Annual Report
on From 10-K for 2007.  Please reconcile and revise these disclosures in future
filings.
 14. Also, based on the summarized financial information presented in Note 5 for
Delirium Concert, L.P., we are unclear as to why the company has not included financial statements for this entity in  its Annual Report on Form 10-K pursuant to
Rule 3-09 of Regulation S-X.  Please re vise your Annual Report on Form 10-K to
include these required financial statemen ts.  Alternatively, if you do not believe
these financial statements are required, please provide us with the computations
prepared for 2007 and 2006 supporting your conclusions.

 Note 8 – Derivative Instruments, page 106

 15. We note from page 108 that the compa ny has an arrangement whereby it has
guaranteed the minimum value of its stock granted under ce rtain contractual
agreements.  Please tell us, and revise future filings to disclose, the nature of the agreements that give rise to the guarantee, how you have accounted for the
liability associated with the guarantee and why classification of the change in
value of the guarantee in de preciation and amortization expense is appropriate.
As part of your response, please indi cate the relevant technical accounting
literature that was applied in accounting for this arrangement.
  Exhibit 12.1 Computation of Ratio of Earnings to Fixed Charges

  16. In future filings, please revise Exhibit 12 to disclose the dollar amount of the
company’s deficiency of earnings to c over fixed charges for the years ended
December 31, 2006 and 2005.  Refer to the disclosure requirements outlined in Instruction 2(A) to Item 503(d) of Regulat ion S-K.  The disclosure of your ratio

Mr. Michael Rapino, CEO
Live Nation, Inc.
November 13, 2008 Page 6
of earnings to fixed charges included on page 82 of MD&A and in your Quarterly
Reports on Form 10-Q should be sim ilarly revised in future filings.

Quarterly Report on Form 10-Q for the Quarter ended June 30, 2008

Note 2 - Long-lived Assets, page 8

17. We note the disclosure in  footnote 2 indicating that  the company recorded
purchase accounting adjustments for the company’s 2007 acquisition of the
remaining interest in Concert Productions International resulting in a reduction of
$28.3 million in artist relationship intangibles  due to a reclass to goodwill.  Please
tell us the specific nature and timing of the changes in facts or circumstances that
resulted in the purchase accounting adjust ment and explain why you believe it is
appropriate to account for this adjustme nt as a reclassification to goodwill.
 18. We also note from the disclosures provide d in footnote 2 that the “acquisition”
amount reflected in the analysis of changes in goodwill includes a reduction of $62.6 million in goodwill related to the record ing of the fair value of definite-
lived and indefinite-lived intangibles and fixed assets for the acquisition of AMG,
partially offset by an increase in goo dwill of $25.0 million re lated to deferred
taxes and minority interest in connection with the acqui sition.  Please tell us the
specific nature and timing of the events or circumstances that resulted in these changes in the purchase price allocation for the acquisition of AMG.  We may
have further comment upon receipt of your response.
 19. Furthermore, we note from the disclosure s included in Note 2 that the company
entered into a number of acquisition tran sactions during the six months ended
June 30, 2008.  Please revise the notes to the company’s financial statements in
future filings to include the disclosures required by paragraphs 52 through 54 of SFAS No.141.  If the company does not beli eve its acquisition transactions were
material in the aggregate, please pr ovide us with quantified information
supporting your conclusion.
  Part II – Other information, page 40

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds, page 41
 20. We note the disclosure in dicating the company issued a warrant to purchase
500,000 shares of common stock at an exercise price of $13.73 per share to March Media LLC in April 29, 2008.  Please tell  us and revise the notes to the
company’s financial statements in future filings to explain how this warrant was
valued and accounted for in the compa ny’s consolidated financial statements.

********

Mr. Michael Rapino, CEO
Live Nation, Inc. November 13, 2008 Page 7
 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the fili ng 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.    In connection with responding to our comment s, 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.
 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.
You may contact Heather Clark at 202-551-3624 or me at 202-551-3813 if you have
questions regarding comments on the financia l statements and related matters.

Si