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SEC Response Letter

DENVER

December 20, 2006

Via EDGAR and Overnight Courier

BOULDER

Mr. Larry Spirgel

Assistant Director

Division of Corporation Finance

U.S. Securities and Exchange Commission

COLORADO SPRINGS

100 F Street, N.E.

Washington, D. C. 20549-3720

 Re:   National CineMedia, Inc.

LONDON

          Amendment No. 1 to Registration Statement on
Form S-1

          Filed November 22, 2006

          File No. 333-137976

Dear Mr. Spirgel:

LOS ANGELES

 MUNICH

 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. 2 to the above-referenced Registration Statement on Form S-1 of the Company (the “Registration Statement”).

 SALT LAKE CITY

 SAN
FRANCISCO

 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 December 6, 2006 (the “Dec. 6 Comment Letter”). The Registration Statement and this letter also include additional revisions and supplemental information in response to comments from the Staff
in its letter to Mr. Ralph E. Hardy dated November 9, 2006 (the “Nov. 9 Comment Letter”), which were not available to the Company at the time Amendment No. 1 was filed. To facilitate your review, we are sending to
the attention of William Bennett six copies of Amendment No. 2, three of which have been marked to show changes from Amendment No. 1 to the Registration Statement filed on November 22, 2006. All references to page numbers in the
responses below refer to page numbers in the prospectus as revised in Amendment No. 2.

 The responses and supplemental information provided herein in response to the Dec. 6 Comment Letter and the Nov. 9 Comment Letter
are

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

 Mr. Larry Spirgel

 December
20, 2006

  Page
 2

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.

 Responses to the Dec. 6 Comment Letter

 For your convenience, we have restated the comments and keyed all responses to the numbering of the comments and the headings used in the Dec. 6
Comment Letter.

 General

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

 The Company has revised the disclosure on page F-1 to state that the Company was formed in
contemplation of this offering on October 5, 2006, that it will have no assets or operations and will not be capitalized prior to the completion of this offering, and accordingly that no financial statements of this entity are being presented
in the Registration Statement. The Company has added language to Note 8 to the pro forma balance sheet on page 41 to further describe the Company’s basis for consolidation of NCM LLC and the factors considered in determining the basis
for consolidation.

 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 detailed descriptions of your content and facilities and how particular ones work, for example. Also, consider significantly
reducing the industry overview, competitive strengths and strategy discussions, which are more appropriate for your business section.

 Mr. Larry Spirgel

 December
20, 2006

  Page
 3

 The Company has revised the summary to further reduce the length of this section while discussing what it has determined are the key aspects of the offering, the reorganization and its operations. As suggested by the Staff, the Company has
shortened the Industry Overview and Competitive Strengths paragraphs of the summary.

3.
We note your revised disclosure in response to our prior comment nine. Please disclose that box office attendance is down in each of 2003, 2004 and 2005.

 The Company has added the requested disclosure on page 3.

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 “financial characteristics,” or explain by what measure or standard you determined that your financial characteristics are “attractive” for investors and what “attractive”
means. Please make similar changes in the business section on page 87.

 The Company has deleted the
references to “free cash flow” in the summary. The Company has revised the competitive strengths discussion in the “Business” section on page 91 to define what it means by “free cash flow.” In addition, the Company
has revised the “Attractive Financial Characteristics” paragraphs in the summary on page 4 and in the “Business” section on page 90 to delete the word “attractive”.

 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.

 Mr. Larry Spirgel

 December
20, 2006

  Page
 4

 The Company has
filed the NCM LLC operating agreement and the management services agreement, among other documents, as Exhibits 3.6 and 10.6, respectively, to Amendment No. 2.

 Summary Historical and Pro Forma Financial And Operating 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. stock options. Revise to disclose the financial statement impact and the methodology for computing the expense each period. Tell us how the replacement of unit options for stock options is directly related to the
transaction and also whether you have agreements in place for the replacement and whether the recapitalization is contingent on the replacement of unit options. Please address the guidance in Article 11 of Regulation S-X in your response.

 The Company hereby advises the Staff that it will revise the “Summary Historical and Pro Forma Financial and
Operating Data” and “Unaudited Pro Forma Financial Information” sections to disclose the financial statement impact of the option substitution for each period as soon as the total number of options to be granted and a price range for
the Company’s stock is available. Note 4 will also be revised to include a discussion of the methodology for computing any change in the amounts from that reflected in the liability as of September 28, 2006 to that expected to be recorded
in equity as of the date of option substitution. Further, Note 4, as revised, will include discussion of the estimated annual compensation expense to be recognized under the substituted options.

 The Company further advises the Staff that the substitution of stock options for unit options is directly related to the offering because such
substitution would not occur in the absence of the offering, and that the pro forma adjustments for the option substitution are necessary to show the continuing impact of the option substitution on the balance sheet of NCM LLC,

 Mr. Larry Spirgel

 December
20, 2006

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 5

consistent with Article 11, Rule 11-02. The Company believes it is important for potential investors to understand that the potential cash obligation under
the existing unit plan will be replaced with an equity plan that does not carry the risk of cash outflows. Additional disclosure to this effect has been added to Note 4.

 The Company also confirms to the Staff that the option substitution will be governed by the terms of the National CineMedia, LLC 2006 Unit Option Plan and the option substitution agreements to be entered into in
connection with the offering. Finally, the Company advises the Staff that although both the recapitalization and the option substitution will be undertaken in connection with and are contingent upon the completion of the offering, the
recapitalization is not contingent on the option substitution.

7.
Refer to Note 8 on page 41 and the description 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 whether 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.

 The Company is supplementally providing to the Staff a memorandum analyzing the rights of
the founding members under EITF 04-5.

 Management’s Discussion and Analysis, page 48

8.
 Please expand MD&A to include the amount 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 advertising CPMs, the increase in founding member theatres, the addition of Cinemark, the decrease in legacy
contracts and the increase in CineMeetings. Please revise your discussion of revenues, operating expenses, circuit share expenses, and net income (loss) for the periods

 Mr. Larry Spirgel

 December
20, 2006

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 6

presented accordingly. See Financial Reporting Codification Section 501.04 for guidance.

 The Company has revised the disclosure on pages 56 – 61 to separately quantify, to the extent possible, the changes in revenue, operating
expenses, circuit share expenses and net income (loss) for each period that resulted from each of the factors discussed.

9.
We note your response to our prior comment 36; quantify, if possible, the expected costs.

 The Company has revised the disclosure on page 53 as requested to provide an estimate of the costs it expects to incur as a result of becoming a
public company.

 Digital Cinema Services Agreement, page 127

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

 The Company has revised the disclosure on page 133 to describe briefly the nature
and purpose of the engagement letter 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 state 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 whether 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

 Mr. Larry Spirgel

 December
20, 2006

  Page
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response. If your analysis 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 costs. 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 reasons for your conclusion.

 In determining the proper accounting guidance to apply to NCM LLC upon formation, the Company first determined if this was an acquisition or the
formation of a joint venture. Paragraph 3(d) of APB 18 describes a “corporate joint venture”, which is cited below, in pertinent part:

 “Corporate joint venture” refers to a corporation owned and operated by a small group of businesses (the “joint venturers”) as a separate and specific business or project for the mutual benefit of the members of the
group. A government may also be a member of the group. The purpose of a corporate joint venture frequently is to share risks and rewards in developing a new market, product or technology; to combine complementary technological knowledge; or to pool
resources in developing production or other facilities. A corporate joint venture also usually provides an arrangement under which each joint venturer may participate, directly or indirectly, in the overall management of the joint venture. Joint
venturers thus have an interest or relationship other than as passive investors…

 Assets and liabilities from both RCM and NCN were
contributed, with equity in the newly formed entity being issued proportionately to Regal and AMC, evidencing their mutual benefit from the arrangement. The business purpose of NCM LLC is to pursue the use of new digital technology to improve the
in-theatre advertising and digital programming distribution businesses. Additionally, the LLC operating agreement gave both Regal and AMC participation rights in the day-to-day decision making of the newly formed entity, which created a situation of
joint control among the founding members. For these reasons, the Company concluded that NCM LLC was a joint venture.

 Mr. Larry Spirgel

 December
20, 2006

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FAS 141 was also not considered as it discusses the accounting treatment that would be applied in a business combination. Paragraph 9 of FAS 141 specifically
states that the formation of a joint venture is not a business combination. Lastly, FIN 46(R) was also not considered as it would only be applicable to the founding members, not to NCM LLC.

 In determining the proper opening balance sheet accounting for NCM LLC, the Company did, however, consider EITF 98-4 which, in part, states that “it
is developed practice to record the contributed businesses at predecessor basis.” Accordingly, assets and liabilities contributed in the formation of NCM LLC were recorded at their historical GAAP values. Both RCM and NCN have significant
continuing interests in NCM LLC.

 The Company has also revised its financial presentation in the financial statements, in selected
financial data, and elsewhere, as applicable, to more clearly address the use of joint venture accounting at formation and to present Regal and NCN as joint predecessors of NCM LLC.

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 financial statements and provide separate audited financial statements for Regal, as NCM LLC is not directly comparable to Regal due to the joint predecessors,
Regal and NCN. Please also expand MD&A to separately quantify changes in revenues and expenses from period to period by comparing NCM LLC to both predecessors, Regal and NCN, separately quantifying changes for period to period for each
predecessor.

 The Company has revised the NCM LLC financial statements to delete the comparative presentation of RCM. The
Company has also included separate audited financial statements for RCM in Amendment No. 2. The Company has also presented NCN as a predecessor in selected financial data.

 Mr. Larry Spirgel

 December
20, 2006

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 9

Finally, the Company has expanded MD&A to provide a comparison of NCM LLC’s results to each of RCM’s and NCN’s results for each relevant
period.

 Additional Responses to the Nov. 9 Comment Letter

 For your convenience, we have restated the comments to which the Company is currently responding and keyed all responses to the numbering o