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Correspondence

DENVER

November 21, 2006

Via EDGAR and Overnight Courier

BOULDER

Mr. Larry Spirgel

Assistant Director

Division of Corporation Finance

Securities and Exchange Commission

COLORADO SPRINGS

100 F Street, N.E.

Washington, DC 20549-3720

 Re:     National CineMedia, Inc.

LONDON

 Registration Statement on Form S-1

 Filed October 13, 2006

 File No. 333-137976

 LOS ANGELES

 MUNICH

 SALT LAKE CITY

 SAN FRANCISCO

 Dear Mr. Spirgel:

 On behalf of National CineMedia, Inc., a Delaware corporation (the “Company”), we are transmitting herewith via EDGAR for filing with the
Securities and Exchange Commission (the “Commission”) Amendment No. 1 to the above-referenced Registration Statement on Form S-1 of the Company (the “Registration Statement”).

 The Registration Statement has been revised in response to
the comments received from the staff of the Commission (the “Staff”) in its letter to Mr. Ralph E. Hardy dated November 9, 2006 (the “Comment Letter”). The Registration Statement also includes updated business and audited
financial information of the Company as of the nine months ended September 28, 2006. To facilitate your review, we are sending to the attention of William Bennett six copies of Amendment No. 1, three of which have been marked to show
changes from the Registration Statement filed on October 13, 2006. All references to page numbers in the responses below refer to page numbers in the prospectus as revised in Amendment No. 1.

 The responses and supplemental information provided herein
in response to the Comment Letter are based upon information provided by representatives of the Company and the Company’s advisors. We have not independently verified the accuracy and completeness of such information.

 1700 Lincoln Street, Suite 4100 Denver, Colorado 80203-4541 tel
303.861.7000 fax 303.866.0200

 For your convenience, we have restated the comments and keyed all responses to the numbering of the
comments and the headings used in the Comment Letter.

1.
We note a number of blank spaces throughout 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.

 The Company has included certain of the omitted disclosures in Amendment No. 1. Certain information remains omitted from Amendment No. 1 because
the relevant information and documents have not yet been finalized. All information not permitted to be omitted by Rule 430A will be included in a subsequent amendment to the Registration Statement.

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.

 The Company has filed several of the exhibits with Amendment No. 1. All remaining exhibits will be
included in a subsequent amendment to the Registration Statement.

3.
Please furnish in your response letter a statement 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.

 The underwriters have advised the Company that the amount of compensation to be allowed or paid to the underwriters has not yet been cleared with the NASD. Prior to the effectiveness of the Registration Statement, a
representative of the NASD will orally advise the Staff that the NASD has no objections.

4.
Please provide us with copies of your prospectus artwork prior to circulating your preliminary prospectus. Since we may have comments that could result in material revisions to
your artwork, please provide us with sufficient time to comment on your artwork prior to circulating 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.

 The Company respectfully advises the Staff that it will provide to the Staff on a supplemental basis copies of the artwork or other graphics that it intends to use in its prospectus as soon as such materials become
available.

5.
We note the industry and market data listed on page ii. Please provide us with marked copies of any materials that support the statements made in connection with these and
other third party statements, clearly cross-referencing each statement with the underlying factual support. Confirm for us in your response letter which documents are publicly available. For all reports that have been prepared specifically for you,
file consents from the third parties.

 The Company is providing supplementally to the Staff marked copies of all materials
supporting the third party statements made in the prospectus. The Company is also providing supplementally to the Staff a table including the cross-references requested by the Staff and identifying the documents that are publicly available. The
Company has consent to reference all of the reports prepared for the Company in the Registration Statement and will provide written evidence of such consent to the Staff supplementally at a later date.

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 explanation of terms to the summary or later part of the prospectus.

 The Company has moved the explanation of
terms to the beginning of the Summary section on page 1, and the industry and market data section to the end of the Industry section on page 78.

7.
Revise your disclosure throughout to remove 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.

 The Company has revised the disclosure throughout the prospectus to delete unnecessary defined terms and acronyms.

 Prospectus Summary, page 1

8.
As currently drafted at eighteen 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 provide a brief, non-repetitive, non-generic discussion of the most material aspects of you and your offering. Please reduce the amount of detail by carefully considering and identifying those aspects of the company and the offering
that are the most 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.

 The Company has revised the summary section to shorten it and delete duplicative disclosure.

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 entirely dependent upon contractual arrangements with affiliates that, if terminated, would significantly limit or reduce your ability to generate
revenue;

•

your business success is directly related to the success of your founding members;

•

the contractual arrangements with the 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 should 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 preferred membership units to the various business agreements you will have with them or their
affiliates.

 The Company has revised the “Company Overview” section of the summary on page 3 to include additional factors
that may be important to understanding the Company’s operations. The Company also has revised the “Corporate Structure and Reorganization” section of the summary on pages 6-7 to describe certain benefits of the reorganization to the
founding members.

10.
You state on page one, and throughout, that you “operate the largest digital in-theatre network in North America.” In light of the fact that you provide
advertising, business meetings and event services to your founding members and to network affiliates, please provide us with the basis for such a description.

 As noted on page 1 and elsewhere in the prospectus, the Company uses its digital in-theatre network to distribute content for its advertising,
meetings and events businesses. The founding members are required to have the necessary equipment in their digital theatres, including the Company’s software, so that the Company’s network operations center can distribute content utilizing
its wide area network software to those digital theatres. Through its centralized network operations center, the Company can not only distribute live and pre-recorded advertising, meeting and entertainment content to the founding member theatres, it
can also monitor the in-theatre equipment and software to ensure they are operating properly.

 The Company has revised the disclosure throughout the prospectus to clarify that it provides advertising,
business meetings and event services to its clients, not the founding members and network affiliates, using its digital in-theatre network throughout the founding members’ and network affiliates’ theatres.

11.
We note your statement under “Attractive Financial 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 appropriate location, please elaborate on the reasons for this, including an expanded analysis of to the 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...”).

 The Company has added language to the Business section on page 86 that
clarifies what is meant by “scalable.” The Company also has revised the specified risk factor on page 17-18 to state the risk more clearly, so that the disclosure in the risk factor is consistent with the “Attractive Financial
Characteristics” paragraph.

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 units and preferred
membership units in exchange for each outstanding common membership unit. In an appropriate location, please clarify, if true, that all of the preferred membership units will be redeemed with the proceeds of the $725 million term loan.
Please also clarify the purpose for issuing the preferred membership units as it appears they will be redeemed in connection with this offering.

 The Company has revised the disclosure throughout the prospectus to clarify that all of the preferred membership units will be redeemed. The Company has revised the disclosure on page 66 to clarify the purpose for
issuing the preferred membership units.

13.
Please refer to the heading “Our Relationship 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 those that could be arrived at on an arms’ length basis.

 The Company has added language in “Corporate History and Reorganization” on page 69 disclosing that transactions between the Company and
its founding members entered into after the completion of the offering will be subject to advance approval by the Company’s audit committee or other committee comprised solely of independent directors. The Company also has revised the risk
factor referenced in Comment 27 to elaborate on the nature and implications of historical transactions between the Company and its founding members.

14.
You disclose under “Financing Transaction” on page 10 that the term loan will be used to repay NCM LLC’s existing credit facility and the expenses related to
this offering. In an appropriate location, please disclose the amounts that will be allocated to each.

 The Company has
revised the disclosure in the “Financing Transaction” section on page 7 and elsewhere in the prospectus to insert placeholders for the following amounts: the term loan that will be used to repay NCM LLC’s existing credit facility and
the offering expenses. The Company will revise the prospectus to disclose these amounts as soon as such information becomes available.

 Summary Historical and Pro Forma Financial And Operating Data, pages 15-18 and Unaudited Pro Forma Financial
Information, pages 39-40

15.
Please revise the pro forma financial information to begin with the registrant, NCM, Inc., and include separate columns for each of the transactions, such as the issuance of
shares to NCM LLC, etc.

 NCM Inc. has been incorporated but has not yet been capitalized. In lieu of adding a column to
the pro forma statements of operations for NCM Inc.’s historical information, which column would contain no amounts, the Company has added a footnote to each pro forma statement of operations, explaining that NCM Inc. will have no results of
operations until the transactions contemplated by the IPO are completed. A “placeholder” column has been added to the pro forma balance sheet for NCM Inc., which will be completed by amendment, after the initial capitalization of NCM Inc.
Please refer to the response to comment 34.

 The Company has considered the Staff’s comment suggesting adding additional columns. As
to the pro forma statements of operations, the Company believes that the additional disclosures added in response to comment 18 provides additional clarity about the contractual adjustments (previously referred to as historical adjustments), and the
Company believes that additional columns are not required. However, the Company has revised the pro forma balance sheet to include three separate columns for the transaction adjustments: one for the debt and equity transactions, one for the use of
proceeds, and a third for the consolidating entries.

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.

 The Company has revised the discussion on page 12 and elsewhere in the prospectus to explain how the number of common membership units to be allocated to AMC was calculated and to 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 circumstances will determine the time period. Please revise
page 66 and througho