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SEC Response Letter

 DENVER

 BOULDER

 COLORADO SPRINGS

 LONDON

 LOS ANGELES

 MUNICH

 SALT LAKE CITY

 SAN FRANCISCO

January 11, 2007

 Via EDGAR and Overnight Courier

 Mr. Larry Spirgel

 Assistant Director

 Division of Corporation Finance

 U.S. Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, D. C.
20549-3720

 Re:   National CineMedia, Inc.

         Amendment No. 2 to Registration Statement on Form S-1

         Filed December 21, 2006

         File No. 333-137976

 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. 3 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 January 5, 2007 (the “Jan. 5 Comment Letter”). The Registration Statement and this letter also
include additional revisions and supplemental information in response to comments from the Staff in its letters to Mr. Ralph E. Hardy dated November 9, 2006 (the “Nov. 9 Comment Letter”) and December 6, 2006 (the
“Dec. 6 Comment Letter”), which were not available to the Company at the time Amendment No. 2 was filed. To facilitate your review, we are sending to the attention of William Bennett six copies of Amendment No. 3, three of
which have been marked to show changes from Amendment No. 2 to the Registration Statement filed on December 21, 2006. All references to page numbers in the responses below refer to page numbers in the prospectus as revised in Amendment
No. 3.

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

 Mr. Larry Spirgel

 January
11, 2007

 Page 2

 The responses and
supplemental information provided herein in response to the Jan. 5 Comment Letter, the Dec. 6 Comment Letter and the Nov. 9 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.

 Responses to the Jan. 5 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 Jan. 5 Comment Letter.

 General

1.
We note your response to comment one. Since you are the successor of National CineMedia, LLC, it appears to us that the financial statements of the Registrant should be included
in the registration statement. Please revise or advise.

 The Company has revised the Registration Statement to include
audited financial statements of NCM Inc.

2.
We note your response to comment six. Please expand note 8 on page 41 to discuss the impact on your consolidation accounting policy if any director designee to NCM Inc.’s
board designated by any founding member is not appointed to NCM Inc. board. In this regard, we note your response indicating that if the approval rights noted above are triggered, the consolidation of NCM, LLC into NCM, Inc. would be reevaluated at
that time. However, based on the nature of the rights addressed in your response, it appears to us that these rights should be considered participatory rights are therefore consolidation would no be appropriate. Please revise or advise.

 The Company has revised note 8 to the pro forma balance sheet to discuss the impact on its consolidation accounting
policy if any director designee to NCM Inc.’s board designated by any founding member is not elected to NCM Inc.’s board by its stockholders.

 Mr. Larry Spirgel

 January
11, 2007

 Page 3

3.
Please file the third party consents for the reports that were prepared specifically for you. See comment five to our letter dated November 9, 2006.

 The Company has filed consents from the four third parties who prepared reports specifically for it and its predecessors as
Exhibits 99.1, 99.2, 99.3 and 99.4 to Amendment No. 3.

4.
Please note that in your next amendment you should include executive compensation information for the most recently completed fiscal year.

 The Company has included executive compensation information for NCM LLC’s fiscal year ended December 28, 2006 in Amendment No. 3.

 Additional Responses to the Dec. 6 Comment Letter

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

 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.

 Mr. Larry Spirgel

 January
11, 2007

 Page 4

 The Company has previously
addressed the portion of your comment related to Article 11 in its response dated December 20, 2006. The Company has now revised the pro forma financial statements to disclose the impact of the unit option and restricted unit substitution and
the methodology for computing the expense for each period reported. See Note 10 to the pro forma income statement and Note 4 to the pro forma balance sheet.

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 provided to the Staff, supplementally to our response dated December 20,
2006, a memorandum analyzing the consolidation of NCM LLC by the Company under EITF 04-5. The Company has updated the memorandum to reflect changes since December 20, 2006 and made other minor edits. In response to the Staff’s oral
request, the Company has filed the memorandum herewith on EDGAR and is supplementally providing to the Staff a redline showing changes to the memorandum against the December 20, 2006 version.

 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 of the comments and the headings used in the Nov. 9 Comment Letter.

 Prospectus Summary, page 1

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.

 Mr. Larry Spirgel

 January
11, 2007

 Page 5

 The Company has revised the
“Use of Proceeds” section and elsewhere in the prospectus to disclose the amount of proceeds that will be allocated to each identified use.

 Dilution, page 37

32.
Quantify the further dilution to new investors that will occur upon exercise of your stock options that will be outstanding immediately following the offering.

 The Company has revised the “Dilution” section to quantify the further dilution to new investors that will occur
upon exercise of stock options and restricted common stock that will be outstanding immediately following the offering.

 Management, page 97

40.
Once you have determined who will be on the board of directors at the time of the offering, to which class of the board each director will belong, and on which committees each
director will serve, revise your disclosure to include this information. Also, we remind you to file consents for any persons about to be named as directors who have not signed the registration statement. See Securities Act Rule 438. Further,
once you have determined your non-employee director compensation, please disclose it in the director compensation section.

 The Company has revised the “Management” section and the “Principal Stockholders” section to identify the six additional nominees to serve as directors of the Company following the offering and to include biographical
and beneficial ownership information for each nominee. The Company also has filed consents to be named in the Registration Statement for each of the six nominees as Exhibits 23.3, 23.4, 23.5, 23.6, 23.7 and 23.8 to the Registration Statement.

 In addition, the Company has revised the “Management” section to disclose the class of directors to which each board member will
be assigned and

 Mr. Larry Spirgel

 January
11, 2007

 Page 6

 the composition of each board committee. The
Company has also revised the “Compensation Discussion and Analysis” section to disclose the details of non-employee director compensation that will be in effect following the offering.

 Executive Compensation, page 101

41.
Under “NCM LLC Options” on page 104, you indicate that option holders will receive “IPO awards.” Please identify the recipients of these, the terms of
the awards and the number of awards that will be granted.

 The Company has revised the “NCM LLC Options and
Restricted Units” section under the subsection “NCM Inc. 2007 Equity Incentive Plan” of “Compensation Discussion and Analysis” to specify the terms of the IPO award grants, the recipients of IPO awards and the number of such
awards in the case of awards made to named executive officers, and the number of additional employees receiving awards and the aggregate number of such awards granted.

 NCM LLC Operating Agreement, page 115

45.
Under “Distributions,” disclose who determines the amount of cash reserved and needed to meet the business needs of NCM LLC. Also disclose both here and in the
liquidity section of management’s discussion and analysis the amount of cash that is restricted under the terms of all indebtedness that will be in effect after this offering.

 The Company has revised the “Liquidity and Capital Resources” section of “Management’s Discussion and Analysis” to provide
additional details on the terms of the senior secured credit facility, including a description of the leverage test applicable to NCM LLC’s ability to distribute cash to its members.

 Mr. Larry Spirgel

 January
11, 2007

 Page 7

 Note 9 - Stock Option Plan,
page F-16

60.
Refer to the discussion of equity awards on page 105. Expand Note 9 to explain the financial statement impact of additional equity awards of options or
restricted units at the time of the IPO. Also, tell us how these additional awards were reflected in the pro forma financial information.

 As detailed in the response to Item 6 from the December 6 Comment Letter, the Company previously added disclosure to Note 11 of the audited financial statements of NCM LLC. The Company has now expanded its
disclosure to the pro forma financial statements to address the treatment of unit options and restricted units at the time of the offering.

 If you would like to discuss any of the responses above or any other matter, please contact W. Dean Salter at (303) 866-0245, Mashenka Lundberg at (303) 866-0616, or Jennifer D’Alessandro at (303) 866-0635.

Sincerely,

 /s/ Holme Roberts & Owen LLP

 Holme Roberts & Owen LLP

cc:

William Bennett

Cheryl Grant

Claire DeLabar

Carlos Pacho

Ralph E. Hardy

Mark Wehrle

Casey T. Fleck

Nicholas P. Saggese

 MEMO

 To:

Deloitte & Touche, LLP

 From:

Gary Ferrera and Denise Saba

 CC:

Kurt Hall

 Date:

January 11, 2007

 Re:

Consolidation issue regarding NCM, INC./NCM under ARB 51, EITF 04-5, etc.

 This memo will serve to summarize management’s conclusions regarding the question surrounding the formation of NCM, INC. in connection with our IPO and the consolidation of National Cinemedia, LLC (NCM) subsequent to the IPO.

 Assumptions/Background:

 The following assumptions are the background of the conclusions that are being documented in this memo.

1.

NCM, INC. will be a public company with publicly traded stock. NCM, INC. will have a ten-person Board of Directors—six members will be designated by the founding members
(2designees each), 3 members will be independent directors and the CEO of NCM will be the 10th director. One of the
two designees of each founding member will have to meet the independent director test under the Nasdaq rules. The public stockholders will, however, vote to elect any such founding member designee and as such, there will be no control over the Board
by an individual founding member or any other individual party. Note that the three founding members are not related parties to each other and have no common ownership or management or other relationships – in fact they are competitors.

2.

NCM will be the primary operating subsidiary of NCM, INC. and NCM, INC. will be the manager of NCM. NCM, INC. is expected to own approximately 35-45% of NCM and the three founding
members will own the remaining equity interest in NCM. NCM will continue to operate its business as NCM has been doing since NCM’s inception in April 2005. NCM generates over 90% of its revenue from advertising exhibited in the theatres owned
by the founding members which formed NCM. Since formation, NCM has operated under Exhibitor Services Agreements (“ESA” or “ESA’s”) with each founding member,

 Memo re Consolidation

 Page 2 of 9

under which NCM paid a percentage of revenues to each founding member for the right to exhibit advertisements in its theatres. The existing ESAs will be amended and restated
concurrently with the IPO to contain adjusted terms which will eliminate the percentage of revenue paid to the founding members for use of their theatres, will add a theatre access fee which will be a fee paid to the founding members for use of
their theatres based on attendance and digital screens, will increase the term of the agreements to 30 years, and will contain other various amendments to the terms of the existing ESAs. Under the terms of the new LLC operating agreement to be
entered into concurrently with the IPO, the founding members will no longer have the board approval rights over the operations of NCM, which in the past included approval of the budget, approval of debt encumbrance sufficient to operate its
business, etc as NCM, INC. will be appointed manager of NCM. All such decisions formerly under control of NCM’s board will be handled by NCM, INC. as the manager of NCM.

3.

There will be approval rights granted to the Board of Directors of NCM INC. concerning certain “out of the ordinary course of business” matters. So long as a founding
member owns at least 5% of NCM’s outstanding units, a supermajority vote (90% of the directors then in office, unless there are fewer than 10 directors, in which case 80% of the directors) of the Board of Directors of NCM, INC., would be
necessary to approve the following actions before NCM INC. could take such actions or, NCM INC., in its capacity as manager of NCM, could authorize NCM to take any of the following actions:

•

assign, transfer, sell or pledge all or a portion of the membership units of NCM beneficially owned by NCM, INC.;

•

acquire, dispose, lease or license assets with an aggregate value exceeding 20% of the fair market value of the business of NCM oper