SecProbe.io

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

  DIVISION OF
CORPORATION FINANCE

Mail Stop 3720

November 9, 2006

Ralph E. Hardy, Esq.
Executive Vice President and General Counsel
National CineMedia, Inc.
9110 E. Nichols Ave., Suite 200
Centennial, Colorado 80112-3405

 Re:  National CineMedia, Inc.
Registration Statement on Form S-1
Filed October 13, 2006
File No. 333-137976

Dear Mr. Hardy:

 We have reviewed your filing and have the following comments.  Where
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 comment is inapplicable or
a revision is unnecessary.  Please be as deta iled 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.

1. We note a number of blank spaces thr oughout your registration statement for
information that you are not entitled to omit under Rule 430A, such as beneficial
ownership amounts and various payments.  Please include this disclosure in an
amendment as soon as practicable.  Note  that we may have additional comments
once you have provided this disclosure.
2. We encourage you to file all exhibits with your next amendment.  We must
review these documents before the registration statement is declared effective, and we may have additional comments.

Mr. Hardy
National Cinemedia, Inc.
November 9, 2006 Page 2
3. Please furnish in your response letter a stat ement as to whether or not the amount
of compensation to be allowed or paid to  the underwriter has been cleared with
the NASD.  Prior to the effectiveness of this registration statement, please provide
us with a copy of the letter informing that the NASD has no objections.
4. Please provide us with copies of your pros pectus artwork prior to circulating your
preliminary prospectus.  Since we may have comments that could result in material revisions to your artwork, pleas e provide us with sufficient time to
comment on your artwork prior to circulat ing your preliminary prospectus.  See
Item VIII of the March 31, 2001 quarterly update to the Division of Corporation
Finance’s Current Issues and Rulemaking Projects outline, which is available on
our website at
http://www.sec.gov/divisions/corpfin/cfcrq032001.htm .
5. We note the industry and mark et data listed on page ii.  Please provide us with
marked copies of any materials that s upport the statements made in connection
with these and other thir d party statements, clearly cross-referencing each
statement with the underlyi ng factual support.  Confir m for us in your response
letter which documents are publicly availa ble.  For all report s that have been
prepared specifically for you, file consents from the third parties.
6. Also, note that your prospectus summary should immediately follow your cover
page and table of contents.  Please move the industry and market data section on
page ii and any necessary expl anation of terms to the summ ary or later part of the
prospectus.
7. Revise your disclosure throughout to re move unnecessary capitalized terms and
defined terms.  For example, revise to delete unnecessary definitions, such as
“Regal,” “Cinemark” and “AMC” when the meanings of the terms are clear from
context after you have used the companies’ full names once.  Also minimize your use of acronyms.  As three examples, instead of defining exhibitor services
agreements as “ESAs,” lobby entertainment network as “LEN,” and digital content network as “DCN,” consider including the entire names.  This will make the disclosure easier to understand.

Prospectus Summary, page 1
8. As currently drafted at eight een pages, the summary section is far too long.  Also,
much of the summary simply repeats disclosure in your Business discussion and elsewhere.  The summary should provid e a brief, non-repetitive, non-generic
discussion of the most ma terial aspects of you and your offering.  Please reduce
the amount of detail by carefu lly considering and identify ing those aspects of the
company and the offering that are the mo st significant and determine how best to
highlight those points in clear, plain language.  We may have further comments
once you have revised your summary disclosure.

Mr. Hardy
National Cinemedia, Inc.
November 9, 2006 Page 3
9. We remind you that your summary should present a balanced picture of your
operations.  For example, please disclose in the forefront of your summary that
• you are a holding company with only a minority interest in your operating
subsidiary;
• your business model is almost en tirely dependent upon contractual
arrangements with affiliates that, if terminated, would significantly limit or reduce your ability to generate revenue;
• your business success is directly rela ted to the success of your founding
members;
• the contractual arrangements with th e founding members are non-arms’ length
and may not be as favorable to you as if entered into with unaffiliated third
parties; and
• box office attendance is down in each of 2003, 2004 and 2005.
 These are meant as examples only and shoul d not be considered exhaustive.  Also
include a brief summary in one place of the ways in which the founding members
benefit by the transactions  related to the reorganization, ranging from the
aggregate compensation for the exhibitor services agreements modifications and redemption of their NCM LLC preferre d membership units to the various
business agreements you will have with them or their affiliates.
10. You state on page one, and throughout, th at you “operate the largest digital in-
theatre network in North America.”  In  light of the fact that you provide
advertising, business meetings and even t services to your founding members and
to network affiliates, please provide us  with the basis for such a description.
11. We note your statement under “Attractive Fi nancial Characteristics” on page four
that you do not expect to make any major capital investments to maintain and grow your operations as your network of  theatres expands.  In your business
section or other appropriat e location, please elaborate on the reasons for this,
including an expanded analysis of to th e exhibitor services agreements and the
“scalable nature” of your business model, a statement which we believe needs
clarification.  Moreover, reconcile your belief that  no capital investments are
needed with the risk factor on page 22  (“If we do not make investments in
maintaining and improving our technology….”).
12. Under Reorganization on page six, we note that the recapitalization of NCM LLC will result in a distribution to the founding members of common membership

Mr. Hardy
National Cinemedia, Inc.
November 9, 2006 Page 4
units and preferred membership units in exchange for each outstanding common membership unit.  In an appropriate lo cation, please clarify, if true, that all
 of the
preferred membership units will be re deemed with the proceeds of the $725
million term loan.  Please also clarify the purpose for issuing the preferred membership units as it app ears they will be redeemed in connection with this
offering.
13. Please refer to the heading “Our Rela tionship with Our Founding Members” on
page nine.  In an appropriate location,  please disclose how you intend to ensure
that all current, proposed and future arrangements with your founding members
will be on terms that are as favorable as t hose that could be arrived at on an arms’
length basis.
14. You disclose under “Financing Transaction” on page 10 that the term loan will be
used to repay NCM LLC’s existing credit f acility and the expenses related to this
offering.  In an appropriate location, pl ease disclose the amounts that will be
allocated to each.

Summary Historical and Pr o Forma Financial And Oper ating Data, pages 15-18 and
Unaudited Pro Forma Financial Information, pages 39-40
15. Please revise the pro forma financial info rmation to begin with the registrant,
NCM, Inc., and include separate columns fo r each of the transactions, such as the
issuance of shares to NCM LLC, etc.
16. Refer to the discussion on page 17 of the payments from AMC and the issuance of common membership units in NCM LLC to AMC prior to the offering.  Please
expand the discussion to explain how the number of common units to be issued
was computed and explain the accounting for the issuance and future payments.
17. Revise the introduction to each section to  state the specified time period for the
Loews payments or what facts and circ umstances will determine the time period.
Please revise page 66 and throughout the prospectus accordingly.
18. Please expand the disclosure on page 39 to explain how the exhibitor services agreements relate to the transactions underlying the joint venture and the reason
for reflecting the exhibitor services ag reements in the pro forma financial
information.  Please expand Notes 2, 3 and 4 on pages 43 and 44 to explain, step by step, each agreement in place during the period and any change, quantifying
the effects of each change.
19. Please tell us the basis for your belief that the restructuring charges are non-
recurring and therefore should be elim inated from the pro forma financial

Mr. Hardy
National Cinemedia, Inc.
November 9, 2006 Page 5
information.  Please use the guidance in Article 11 of Regulation S-X in your response.
20. Addressing the relevant accounting literature , tell us in more detail the basis for
your accounting related to the payment of the net proceeds from the sale of membership units by NCM LLC to the founding members described in adjustments 4 and 5 on page 46.
Risk Factors, page 19

21. You conclude in a substantial number of your  risk factors that the risk described
would have a “material adverse effect” or  “adverse effect,” or would “negatively
affect” or “adversely affect” your busi ness, operating results and financial
condition. We also note numerous instances  where you state that your business,
operating results and financial condition w ould be “adversely affected.”  Please
avoid reaching such broad conclusions by eliminating reliance on such generic
language and replacing these and other examples with specific disclosure of how your business, operating results and fi nancial condition would be affected.

Changes in the Exhibitor Services Agreements…, page 19
22. The third paragraph of this risk factor pertaining to cross-marketing or other
strategic relationships entered into  by your Founding Members appears to
represent a risk that is distinct from the heading.  Please revise to discuss this risk
under a separate heading.

If one of our Founding Members declares bankruptcy…page 20
23. Disclose the dates that each of the major motion pictures companies you list declared bankruptcy.  Also, so that inve stors may realize the extent of the risk,
note if there was a general industry reason for the bankruptcies since 1999.

The loss of any major content partner or advertising customer…, page 22
24. Tell us why you have chosen 12% or gr eater of your pro forma revenue as a
threshold.  Item 101(c)(vii) of Regulation S- K refers to 10%.  Also tell us why
you state “individually accounted for over 12%...in the aggregate….”  Finally, identify the 10% or greater customers and allocate the percentage of revenue
attributable to each for all periods pr esented, including the 9 months ended
December 29, 2005 and the six months ended June 29, 2006.  Provide similar disclosure in th e business section.

Mr. Hardy
National Cinemedia, Inc.
November 9, 2006 Page 6
Different interests among our Founding Members…., page 27
25. Disclose what, if any, mechanisms are in place to resolve potential conflicts
between you and your founding members or between your founding members.

The corporate opportunity provision in our  certificate of in corporation….page 27
26. The second sentence of this risk fact or describing the corporate opportunity
provision of your certific ate of incorporation is difficult to follow.  Please revise
it.

The agreements between us and our Founding Members…., page 28
27. This risk factor is vague and does not adequately describe the risks posed to
investors in this offering.  Revise to clearly address the nature and implications of
these non-arms’ length transactions and agreements.

Any future issuance of membership units by NCM LLC …, page 29
28. To assist investors in realizing the extent  of the risk, state whether there is a limit
on the number of shares of common st ock you may issue upon redemption of a
founding member’s NCM LLC membership unit.

If we or our Founding Members are determined  to be an investment company…, page 29
29. Provide us in your response letter with your analysis as to why you are not an
investment company under the Investment  Company Act, including discussion as
to how your role as sole manager of NCM LLC is significant in determining
whether your interest in NCM LLC could be deemed an investment security, as you suggest in this risk factor.  Also , tell us how you considered, in your
investment company analysis, the degr ee of founding members’ influence on your
business and in various decision-making processes of NCM LLC, which you describe on pages 115, 127 and 128 and elsewhere in the prospectus.

Dividend Policy, page 35
30. You state that you “intend to distribu te as dividends to [y]our common
stockholders a substantial portion of the distributions [you] receive from NCM
LLC.”  Significantly expand your discussion of the various factors in the first
paragraph that would determine the deci sion to declare dividends.  Among your
revisions, discuss the extent to which debt agreements affect your ability to pay, and the amount of, the dividend.  Describe the “legal requiremen ts” that restrict
your ability to pay dividends.  Provide  further details regarding NCM LLC’s
ability to make the distributions to y ou that will enable your dividends, including

Mr. Hardy
National Cinemedia, Inc.
November 9, 2006 Page 7
the assumptions you have made regarding the distributions.  Explain what you
mean by “free cash flow” and why this non-GAAP item is an appropriate measure for your dividend policy.  Mention here th e “current and anticipated cash needs”
that would affect your d ecision to pay dividends.
31. In addition, indicate the other business purposes or operating needs for which you
will not apply your available cash given your intention to use the cash to pay
dividends.

Dilution, page 37
32. Quantify the further dilution to new inve stors that will occur upon exercise of
your stock options that will be outsta nding immediately following the offering.

Management’s Discussion and Analysis, page 52
33. Refer to the discussion of the historical financial statements on page 24.  We note
that the historical financial statements  of RCM and NCN include screen access
charges at different rates th at those in effect after th e formation of NCM LLC and
that the rates will change again after co mpletion of the financing transaction and
reorganization.  Please revise management ’s discussion and analysis to discuss
the comparative historical financial statements, explaining any differences in revenues and expenses in light of these ch anges, rather than only discussing total
advertising contract value and total operating expenses.  Please expand the
discussion so that the reader can fully  understand the impact