SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3561

October 30, 2009
 Via U.S. Mail

 Michael G. Rowles, Esq. Executive Vice President, General Counsel and Secretary Live Nation, Inc. 9348 Civic Center Drive Beverly Hills, CA 90210
Re: Live Nation, Inc.  Amendment No. 3 to Registra tion Statement on Form S-4
 Filed October 21, 2009  File No. 333-159991
  Form 10-K for Fiscal Year Ended December 31, 2008   Filed March 5, 2009   File No. 001-32601    Form 10-Q for the Fiscal  Quarter Ended June 30, 2009
  Filed August 6, 2009
File No. 001-32601

Dear Mr. Rowles:

We have reviewed your responses to the comments in our letter dated October 8,
2009 and have the following additional comments.

Registration Statement on Form S-4

Interests of Ticketmaster Entertainment Di rectors and Executive Officers in the Merger
Interests of Live Nation Di rectors and Executive Officers in the Merger, page 105
1. We note from your disclosures on pa ges 107 through 115 that in October 2009,
you entered into employment agreements or amendments to employment
agreements with several of your Live Na tion and Ticketmaster executives.  Please
explain to us how you have accounted for these employment agreements in your

Michael G. Rowles, Esq.
Live Nation, Inc.
October 30, 2009 Page 2

pro forma financial statements.  For exam ple, please provide us a detailed list by
executive of how you have accounted for th e stock options and restricted stock
that will vest in full upon the Merger in footnote (o) to the notes to the pro forma financial statements.  Also, please tell us how you have accounted for the cash
bonuses and stock grants that will be pa id to Mr. Rapino and Mr. Azoff at the
time of the Merger.  Finally, please expl ain you have accounted for the Front Line
put rights disclosed on page 115 in the pro forma financial statements.

Note 2. Pro Forma Adjustments, page 326

2. We note from your response to our prior comment 30 that the agreements that are
directly attributable to the Merger are the agreements regarding the terms of
employment with Messrs. Rapino and Azoff and the pro forma financial statements have been revised to give e ffect to such employment agreements.
However, we do not believe that your adju stment and disclosure in footnote (y)
and (y1) are consistent with your response.   Please explain to us the nature and
amounts included in the “expense for exp ected recurring impact  of salary and
bonus adjustments and equity awards to management in connection with the merger.”  We would expect that the adju stment in footnote (y) would be for the
incremental amounts to be incurred due to the agreements with Messrs. Rapino
and Azoff, assuming the Merger took pl ace on January 1, 2008 rather than at the
date of the Front Line acquisition.  Pleas e revise your pro forma adjustment to
include these amounts, as well as to explain the nature and terms of these new agreements.  Also, your disclosure in Note 1 on page 321 that the financial
impacts related to new employment agr eements have not been included in the
unaudited pro forma financial statements , should be removed, as applicable.

Footnote (g), page 327

3. We note that you have revised your disclosu re to include a liability for expected
cash payments to management in connection with the merger of $5 million.
Please explain to us and revise footnote (g ) to disclose the nature of this amount
and how the amount was calculated or de termined.  Your response should also
specifically explain which executives will received these cash payments.

Footnote (j), page 327
4. We note that you have revised your disclosure  to include a liability related to the
restricted stock guarantee to the Ticket master Entertainment CEO in connection
with the merger.  Please explai n to us and revise footnote (j) to disclose the nature
of this amount and how the amount was calculated or determined.

Michael G. Rowles, Esq.
Live Nation, Inc.
October 30, 2009 Page 3

Footnote (l), page 328
5. We note from your response to our prior comment 33 and revised disclosure in
footnote (l) that you have disclosed th at approximately $22,000 of compensation
expense and resulting increas e in liability will be r ecognized on a straight-line
basis through October 1, 2013.  Please tell us, and revise you r disclosure to
indicate how you calculated or determined the $22,000 amount.

Footnote (o), page 329
6. We note that you have revised your disclo sure to include an adjustment to
retained deficit for the expense for exp ected cash payment to management in
connection with the merger.  Please explain to us, and revise footnote (o) to
explain the nature of this adjustment and how you calculated or determined the
amount.  Also, please explain why this amount is only $3,000 when the disclosures on pages 107 and 113 indicate that bonuses of $3,000 and $2,000 will be paid to Mr. Rapino and Mr. Azoff,  respectively, upon completion of the
merger.  Please advise or  revise as appropriate.

Footnote (q), page 329

7. We note that you have revised your disclosu re in footnote (q) to indicate that the
adjustment includes a reclassification from  noncontrolling interest to redeemable
noncontrolling interest related to the Ticketmaster Entertainment CEO’s
employment agreement in connection with the Merger.  Please explain to us and
revise footnote (q) to disclose the amount  of the adjustment related to the fair
value adjustment and the amount rela ted to the reclassification from
noncontrolling interest to redeemable noncontrolling interest.  Also, please
explain how you calculated or determined the amount of the r eclassification from
noncontrolling interest to redeem able noncontrolling interest.

Adjustments to Statements of Operations, page 329
Footnote (u2), page 332
8. We note from your response to our prior comment 37 that you have clarified and
revised the disclosure in f ootnote (u2) to conclude that  the deferred financing fees
have no fair value and are eliminated  in acquisition accounting as opposed to
accounting for the loss as an extinguishme nt of debt upon consummation of the
merger.  However, it appears that your disclosure in footnote (u2) has not been
revised to include this in formation and in fact appears to have removed all
discussion of these deferred financing fees .  Please advise or revise accordingly.

Michael G. Rowles, Esq.
Live Nation, Inc.
October 30, 2009 Page 4

Footnote (u4), page 332
9. Please disclose in footnote (u4) the amount of the debt discount associated with the Ticketmaster Senior Notes that is be ing amortized over the term of the notes
to interest expense.

Footnote (u5), page 333

10. As the exchange of the note for the Ticket master Series A Preferred stock appears
to be directly related to the Live Nati on/Ticketmaster merger transaction, please
revise to reflect this adjustment for the entire annual period rather than from the
date of the Frontline transaction. Also, please explain in footnote (u5) how this
amount was calculated or determined.

Footnote (w), page 333
11. We note from your response to our prio r comment number 39 that based on the
current legal and tax structure of Live Nation and Ticketmaster and the expected
structure of the combined company post- merger, the companies are not expected
to file a consolidated tax return and a ccordingly, the tax impacts of the pro forma
adjustments have been computed on a se parate company basi s. Please revise
footnote (w) to disclose this matter and th e fact that the pro forma adjustments for
the tax provision were computed on this basis.

Footnote (y), page 333
12. We note from footnote (y) that you have now included an adjustment for the
impact of salary and bonus adjustments and equity awards to management in
connection with the merger. Please revise f ootnote (y) to explain in further detail
how this component of adjustment (y) was calculated or determined.
13. Also, we also note from the disclosure  in footnote (y1) that the pro forma
adjustment for 2008 for the Ticketmaster Entertainment Chief Executive Officer’s
compensation is for the period from th e Frontline acquis ition on October 29, 2008
through December 31, 2009. As the changes in compensation being made appear
to be directly attributable to the Live  Nation/Ticketmaster merger, please revise
the adjustments for Ticketmaster Entertainment Chief Executive Officer’s compensation so that it is for the full annua l period rather than from the date of
the Frontline acquisition.

Michael G. Rowles, Esq.
Live Nation, Inc.
October 30, 2009 Page 5

14. In addition, please revise footnote (y) to explain in  further detail how the
adjustments for the amounts being recla ssified from compensation to interest
expense for each period were calculated or determined.

Audited Financial Statements of Ticketma ster Entertainment for the year ended
December 31, 2008
 Note 2. Summary of Significant Accounting Policies

Non-Controlling Interests in C onsolidated Financial Statements
15. We note from your response to our prior comment 41 that you will file
amendments to the quarterly reports on Form 10-Q for the quarters ended March
31, 2009 and June 30, 2009 to correct the classification of noncontrolling
interests, and you expect th ese to be filed by November  9, 2009.  Please file these
amendments prior to the planned effec tiveness of your Form S-4 Registration
statement.

Live Nation Financial Statements for the years ended December 31, 2008, 2007 and 2006
Note 6. Investments
16. We note from your response to our prior comment 45 that there is a difference in
the amount recorded in Live Nation’s fi nancial statements for its share of
Delirium’s earnings and the amount calcu lated as 50% of Delirium’s operating
loss as reported in Delirium’s financial stat ements.  Please revise future filings to
include disclosure of the nature and am ount of this difference that occurs in
accounting for this equity method investment.

Exhibit 8.1
17. Refer to the second sentence of the se cond paragraph of the opinion.  Counsel
generally may not rely upon others for a nything other than factual matters.  As
such, the fact that counsel has not made  an independent investigation of and
“statements, covenants, representations a nd warranties” set forth in the referenced
documents is inappropriate since they may contain legal conclusions or other
items upon which counsel is not entitled to re ly.  Please revise.  Please also revise
assumption paragraph number 3 on page 2 and number 2 on page 3 in accordance
with this comment.
18. Please have counsel explain supplementally what is meant by “valid” in paragraph number 1 on page 2 of the opinion.

Michael G. Rowles, Esq.
Live Nation, Inc.
October 30, 2009 Page 6

19. Please have counsel explain supplementall y the need for the final clause of
assumption paragraph 2, since it appears to be a legal conclusion forming the
basis of the opinion.
20. Please revise assumption paragraph number  1 to exclude the company from the
assumption about due execution and delivery.
21. Please delete the final paragraph on page  3 as it casts doubt upon an investor’s
right to rely on the opinion, desp ite the subsequent paragraph.
 Exhibit 8.2

22. Please have counsel revise the second  full paragraph of the opinion and all
assumptions contained therein, to reflect the fact that counsel generally may not
rely upon others for anything other than factual matters.
23. Please have counsel explain supplementall y the need for the assumption contained
in clause (v), since it appears to be a legal conclusion forming the basis of the
opinion.
24. Please delete the first sent ence of the final paragraph as it casts doubt upon an
investor’s right to rely on the opinion.
 Exhibit 99.6

25. We note your response to our prior comme nt number 46; however, the consent
still attempts to limit reliance.  Pl ease remove any limitation or suggested
limitation on reliance by investors.

**********
As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
response to our comments and provides any re quested information.  De tailed 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 in formation required under
the Securities Act of 1933 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.

Michael G. Rowles, Esq.
Live Nation, Inc.
October 30, 2009 Page 7

Notwithstanding our comments, in the even t the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:

‚ should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose th e Commission from taking any action with
respect to the filing;
 ‚ the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective,  does not relieve the company from its full responsibility
for the adequacy and accuracy of the disclosure in the filing; and
 ‚ the company may not assert staff comments a nd the declaration of effectiveness 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 advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.

Michael G. Rowles, Esq.
Live Nation, Inc. October 30, 2009 Page 8

You may contact Claire Er langer at (202) 551-3301 or Linda Cvrkel at (202) 551-
3813 if you have questions regarding comments on the financial statements and related
matters.  Please contact John Stickel at ( 202) 551-3324 or me at (202) 551-3412 with any
other questions.

     S i n c e r e l y ,

 Amanda Ravitz
Branch Chief - Legal
 cc:   James Beaubien, Esq.  ( via facsimile ) (213) 891-8763