SecProbe.io

Mail Stop 3720

December 6, 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.
Amendment No. 1 to Registrati on Statement on Form S-1
Filed November 22, 2006
File No. 333-137976

Dear Mr. Hardy:

We have reviewed your amended filing and have the following comments.  Please
amend the registration statement 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 expl anation.  In some of our
comments, we may ask you to provide us w ith information so we may better understand
your disclosure.  After reviewing this information, we may or may not raise additional comments.

General
1. Please include audited financial statements  of the registrant, NCM, Inc.  Also,
disclose the relevant factors that you c onsidered in determining the basis for
consolidation of NCM LLC.

Summary, page 1
2. We note your revised disclosure in response to prior comment eight of our November 9, 2006 letter.  Please further reduce the length of your summary so
that it summarizes only the key aspects of  the offering, the related reorganization
and the extent of your operations and does not provide very deta iled descriptions
of your content and facilities and how pa rticular ones work, for example.  Also,
consider significantly reducing the indus try overview, competitive strengths and
strategy discussions, which are more a ppropriate for your business section.

Ralph E. Hardy, Esq.
National CineMedia, Inc.
December 6, 2006 Page 2

3. We note your revised disclosure in res ponse to our prior comment nine.  Please
disclose that box office attendance is down in each of 2003, 2004 and 2005.
4. To the extent that you retain the phrase in the competitive strengths discussion on
pages four and five, explain here what you mean by “free cash flow.”  Also please
remove the term “attractive” before “finan cial characteristics,” or explain by what
measure or standard you determined th at your financial characteristics are
“attractive” for investors and what “attr active” means.  Please make similar
changes in the business section on page 87.

Risk Factors, page 14
5. We are considering your response to our prior comment 29 and may have further
comments.  We encourage you to file as exhibits the LLC operating agreement and
management services agreement as soon as they become available.

Summary Historical and Pr o Forma Financial And Oper ating Data, pages 10-13 and
Unaudited Pro Forma Financial Information, pages 34-41
6. Refer to Note 4 on page 41.  We note that you have reclassified the liability for the NCM LLC’s unit option plan to equity, as you expect to replace the currently
outstanding unit options with NCM Inc. st ock options.  Revise to disclose the
financial statement impact and the methodology for computing the expense each period.  Tell us how the replacement of un it options for stock options is directly
related to the transaction and also whet her you have agreements in place for the
replacement and whether the recapitalization is continge nt on the replacement of
unit options.  Please address the guidance in Article 11 of Regulation S-X in your
response.
7. Refer to Note 8 on page 41 and the desc ription of the Founding Member Approval
Rights on pages 6, 7, 68, 69, 117 and 118.  We note that you expect to consolidate NCM LLC under the provisions of EITF 04-5.  Please provide us with a detailed
analysis of your assessment of whethe r the rights of the founding members
overcome the presumption of control by the managing member, NCM Inc.  Please use the guidance in paragraphs 6-20 of EITF 04-5 in your response.

Management’s Discussion and Analysis, page 48
8. Please expand MD&A to include the am ount of changes due to the various
reasons provided.  For example, in your discussion of revenue on page 54, please
separately  quantify the changes in revenue from  period to period that result from
each of the following: higher national adve rtising CPMs, the increase in founding
member theatres, the addition of Caremar k, the decrease in legacy contracts and
the increase in CineMeetings.  Please revise your discussion of revenues,

Ralph E. Hardy, Esq.
National CineMedia, Inc.
December 6, 2006 Page 3

operating expenses, circuit share expenses, and net income (loss) for the periods
presented accordingly.  See Financial Reporting Codification Section 501.04 for
guidance.
9. We note your response to our prior comment 36; quantify, if possible, the expected
costs.

Digital Cinema Services Agreement, page 127
10. We are unable to locate in this section th e revised disclosure in response to our
prior comment 49; please explain here th e nature and purpose of the engagement
letter that you currently have with J.P. Morgan.

Financial Statements – National CineMedia, LLC

Note 1 – The Company and Basis of Presentation, page F-7
11. Refer to response 53 in which you stat e that you are using joint venture
accounting for NCN for GAAP purposes but  that NCN was identified as the
acquired company.  Please tell us in detail  how you determined that joint venture
accounting was appropriate for NCM LLC.  Please tell us how you applied the
guidance in FIN 46(r) in determining whet her NCM LLC was a variable interest
entity.  Please also tell us how you applied FAS 141, Paragraph 3(d) of APB 18
and EITF 98-4 in your response.  If your an alysis supports the use of joint venture
accounting, please expand the disclosure in the second paragraph of page F-7 to
explain the reasons for using historical cost.   Please also revise Note 1 of the NCN financial statements on page F-34 accordingly, explaining that NCN is a
predecessor to NCM LLC and the re asons for your conclusion.
12. Also, if your analysis supports the use of joint venture accounting for NCM LLC,
it appears as though NCM LLC has two joint predecessors, Regal and NCN.  Please revise the NCM LLC financial statements to delete the comparative presentation of the Regal predecessor fi nancial statements and provide separate
audited financial statements for Regal, as  NCM LLC is not directly comparable to
Regal due to the joint predecessors, Rega l and NCN.  Please also expand MD&A
to separately quantify changes in revenue s and expenses from period to period by
comparing NCM LLC to both predecessors, Regal and NCN, separately quantifying changes from period to period for each predecessor.

*   *   *   *   *

Please amend your registration statement in response to these comments.  Please
provide us with marked copies of the amendm ent to expedite our review.  Please furnish
a response letter with your amendment that  keys your responses to our comments and

Ralph E. Hardy, Esq.
National CineMedia, Inc.
December 6, 2006 Page 4

provides any requested information.  Pleas e submit the response letter on EDGAR as
correspondence.  Detailed response letters greatly facilitate our review.  Please
understand that we may have additional comm ents after reviewing your amendment and
responses to our comments.

  You may contact Claire DeLabar, Staff Accountant,  at (202) 551-3349, or Terry
French, Accountant Branch Chief, at (202)  551-3828, if you have questions regarding
comments on the financial statements and related matters.  Please contact William
Bennett, Staff Attorney, at ( 202) 551-3389, or Cheryl Grant, Senior Staff Attorney, at
(202) 551-3359 with any other questions.

Sincerely,

 Larry Spirgel
Assistant Director

cc: Via fax: (303) 866-0200
W. Dean Salter, Esq.
 Holme, Roberts & Owen, LLP