SecProbe.io

Mail Stop 3720

January 22, 2007

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. 3 to Registrati on Statement on Form S-1
Filed January 11, 2007
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.

Prospectus Cover Page
1. You list 13 underwriters on your prospectus cover page.  Please disclose only the lead or managing underwriters on the cove r page, as required by Item 501(b)(8)(i)
of Regulation S-K.

Prospectus Summary
2. In your list on page six of the ways in which the founding members will benefit
from the reorganization and offering, pl ease revise the bu lleted point that
discusses the periodic cash  payments relating to any cash tax savings so that you
also mention the dollar amount and time peri od stated in the risk factor on page
27.

Ralph E. Hardy, Esq.
National CineMedia, Inc.
January 22, 2007 Page 2

Dilution, page 33
3. Please tell us how you determined that  the deferred tax assets should be
considered tangible assets using the gui dance in Rule 506 of Regulation S-K.

Summary Historical and Pr o Forma Financial And Oper ating Data, pages 11-14 and
Unaudited Pro Forma Financial Information, pages 35-44
4. Refer to page 27.  Please disclose the fina ncial statement impact of your plan to
grant options to employees and non-employee directors.
5. Refer to Note 8 on page 44.  We note th at you state that at the time that a
circumstance arises under which foundi ng members become entitled to approve
specific actions of NCM LLC, your consolidation policy would be re-evaluated at
that time.  Please tell us the basis for this conclusion, specifically, why the rights
of the founding members would not preclude consolidation due to  the existence of
the approval rights.
6. Refer to note 8 on page 44.  We note that you have determined that NCM, Inc. controls the operations of NCM LLC subse quent to the recapitalization and that
you are therefore consolidat ing NCM LLC into the financial statements of NCM
Inc. in future periods.  In light of this change in control of the NCM LLC
operations and addressing the relevant acc ounting literature, tell  us in detail how
you determined that you should not record an  intangible asset at fair value in your
financial statements as a result of the m odification of  the exhibition agreements.
7. Refer to note 9 on page 44.  Tell us in  detail of the methodology followed to
calculate the discounted value of the liability.
8. Refer to the pro forma Balance Sheet on page 42.  It appears that it is not
appropriate to use the line item “minority in terest” to describe the distribution to
Founding Members.  Please revise or advise.
9. It appears that you should revise the pro forma statements of operations presentation to follow the guidance in Rule  5-03(b)(12) of Regulation S-X, that is,
the minority interest should be presented net of tax after income (loss) before income taxes.  Please revise or advise.
10. Please expand the disclosure on page 36 to detail the terms of the preferred
membership units and the reasons for st ructuring the recapitalization transaction
to include the preferred membership units.

Ralph E. Hardy, Esq.
National CineMedia, Inc.
January 22, 2007 Page 3

*   *   *   *   *

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
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 Carlos
Pacho, Senior Assistant Chief Accountant,  at (202) 551-3835, if you have questions
regarding comments on the fina ncial statements and relate d 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