SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720

December 5, 2008
  Mr. Kurt C. Hall President, Chief Executive Officer  National CineMedia, Inc.   9110 East Nichols Avenue, Suite 200 Centennial, Colorado  80112-3405
RE: National CineMedia, Inc.
Form 10-K for the year ended December 27, 2007
  Filed March 7, 2008   File No. 001-33296

 Dear Mr. Hall:
We have reviewed your filing and have the following comments.  If you disagree with a
comment, we will consider your explanation as to why it is inapplicable or a revision is
unnecessary.  Please be as detailed as  necessary in your explanation.
  Please comply with our comments in future  filings.  Confirm in writing that you will do
so and also explain to us how you intend to compl y.  Please do so within the time frame set forth
below.  Please understand that after our revi ew of your responses, 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 requir ements 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 on any other aspe ct of our review.  Feel free to call us at
the telephone numbers listed at  the end of this letter.
 Form 10-K for the year ended December 31, 2007

 Available Information, page 20

 1. In future filings, please revise your disclosure  to reflect our current address, 100 F. Street,
N.E., Washington, D.C. 20549.

National CineMedia, Inc.
December 5, 2008 Page 2  EBITDA, page 48

 2. In future filings, please disclose that mana gement uses EBITDA in determining levels of
executive compensation.
 Definitive Proxy Statement Incorporated By Reference Into Part III of Form 10-K

 Certain Relationships and Relate d Party Transactions, page 12

 3. We note you disclose numerous agreements entered into by NCM, Inc. and NCM LLC in
2007.  In addition, we note that you have not file d some of the agreements as exhibits to
your Form 10-K for fiscal year ended Decem ber 27, 2007.  In future filings, please file
such agreements as exhibits or confirm in  your response letter that you consider them
ordinary course agreements pursuan t to Regulation S-K Item 601(b)(10).

Summary of the Performance Plan, page 29

 Limitation on Discretion, page 30

 4. In future filings, please explain the subjectiv e criteria used with respect to each executive
in decisions to reduce the amounts of potential performance bonus awards.  Please refer
to Item 402(b)(2)(ix) of Regulation S-K.

Elements of Compensation, page 40

 Base Salary, page 41

 5. We note on page 41 under “Base Salary”, you state that “we believe that executive base
salaries should be targeted near the median  of the range of sala ries for executives in
similar positions with similar responsibilities at comparable advertising, sales and digital
technology companies, in line with our compen sation philosophy.”  In future filings, for
purposes of Item 402(b)(2)(xiv) of Regulat ion S-K, please identify the benchmarked
companies.  In addition, please discuss how the Compensation Committee used the
benchmarking information to determine the levels and amounts of named executive
officer compensation.
 Compensation Decisions for 2008, page 48

 6. We note your disclosure that the Compen sation Committee “retained and will direct a
nationally recognized consulting firm to provide independent advice and
recommendations to the committee regarding executive compensation.”  With respect to
the engagement of the outside consulting firm , please in future filings provide the full
disclosure set forth Item 407(e )(3)(iii) of Regulation S-K.  This includes the identity of
the consulting firm and a discussion of the ma terial elements of the instructions or
directions the committee gave  to the compensation consultant with respect to the
performance of its duties under the engagement.

National CineMedia, Inc.
December 5, 2008 Page 3
*    *    *    *

Please respond to these comments within 10 business days or tell us when you will
provide us with a response.  Please furnish a lett er that keys your respon ses to our comments and
provides any requested information.  Detailed letter s greatly facilitate our review.  Please file
your letter over EDGAR.  Please understand th at we may have addi tional comments after
reviewing your responses to our comments.     We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filings reviewed by the staff to be certain  that they have provided all information investors
require for an informed decision.  Since the comp any and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of
the disclosures they have made.     In connection with responding to our comme nt, please provide, in writing, a statement
from the company acknowledging that
• the company is responsible for the adequacy an d accuracy of the disclo sure in the filings;

• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filings; and

• the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l 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 sta ff of the Division of Corporati on Finance in our review of your
filings or in response to our  comments on your filings.

You may contact Reid Hooper, Staff Attorn ey, at (202) 551-3359, or  me, at (202) 551-
3810 with any questions.            S i n c e r e l y ,
Assistant Director
         L a r r y  S p i r g e l

National CineMedia, Inc.
December 5, 2008 Page 4