SecProbe.io

April 8, 2011
 Mr. Joshua W. Sapan President and Chief Executive Officer
AMC Networks Inc.
11 Penn Plaza New York, NY 10001
Re: AMC Networks Inc.
Form 10-12B Filed March 17, 2011 File No. 001-35106

Dear Mr. Sapan:

We have reviewed your Form 10 and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter by amendi ng your filing, by providing the requested
information, or by advising us when you will provide the requested response. If you do not believe our comments apply to your facts and ci rcumstances or do not believe an amendment
is appropriate, please tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
  General

1. Please file all of your exhibits that ar e to be filed by amendment as soon as
practicable.  We will need adequate time  to review and, if necessary, comment upon
your disclosure regarding them.
2. Please fill in the blanks with missing in formation throughout your Form 10.  We may
have additional comments once th is information is included.

Mr. Joshua W. Sapan
AMC Networks Inc. April 8, 2011 Page 2  Summary, page 1

Our Strengths, page 2

3. In the interest of ba lancing your disclosure here, please revise to discuss the principle
challenges the spun-off company is likely to face including the in creased debt load
you will assume after completion of the Fi nancing Transactions and the intense
competition in the markets you participate.
 Questions And Answers About The Distribution, page 11

 What is the reason for the distribution, page 12

4. Explain why Cablevision’s board believes the Distribution will potentially “increase
the aggregate stock price of Cablevisi on and the Company relative to the pre-
Distribution value of outsta nding Cablevision stock.”  We note your statements under
Risk Factors that you cannot assure aggregate share valu e will be greater than or
equal to the pre-Distribution value.

Risk Factors, page 21

5. Please revise your risk factor headings to en sure that each headi ng is a statement of
the risk that you will subsequently discuss a nd not a statement of fact only.  Examples
of headings needing revision include, but are not limited to, the following:

• A limited number of distributors account  for a large portion of our business
• We rely on key personnel and artistic talent
• We do not have an operating history as a public company
• We are controlled by the Dolan family
 We are subject to intense competition, page 22

6. We note your statement that “following th e Distribution, [you] will no longer be
owned by Cablevision, which could impact the competitive landscape in which [you] operate.”  Expand your disclosure to explain how so.  Within your expanded
disclosure account for your statement on pa ge 16 that the Distribution will limit your
ability “to pursue cross-company business transactions and initiatives with other
businesses of Cablevision.”

Mr. Joshua W. Sapan
AMC Networks Inc. April 8, 2011 Page 3  Business, page 32

 Our Company, page 32

7. You indicate that advertising sales accounted for 37% of fiscal 2010 revenues.  Fully
discuss this aspect of your business.  Your disclosure s hould cover, at minimum, the
material characteristics of the advertisi ng arrangements entered into, including your
obligations and the number and type of  customers with whom you contract.

Our Strategy, page 33
 National Networks, page 34

8. We note that you include Nielsen subscriber information for some of your networks.
Please provide us with marked copies of ma terials that support the figures included.
 Regulation, page 40

9. Revise this section to:

• Explain whether you engage in the pract ices described under Wholesale “A La
Carte,”
• Explain the difference between broadcas ters vis-à-vis programming networks
under Effect of “Must-Carry” Requirements and on page 22, and
• Elaborate with regard to how the rules described under Media Ownership
Restrictions might limit “the activities or strategic business alternatives available
to [you].”

Management’s Discussion And Analysis Of Fi nancial Condition And Results Of Operations,
page 53

10. Delete your reference to the safe harbor provided by the Private Securities Litigation
Reform Act of 1995 as your company is not  already a public reporting company and
therefore the safe har bor is not available.

Business Overview, page 54
 International and Other, page 56

11. You state on page 22 that “because your “networks are highly distributed in the
United States” your “ability to expand the sc ope of [your] operati ons internationally
is important to the continue d growth of your business.”  Highlight the importance of
international expansion to your financia ls going forward.  Assess your ability to

Mr. Joshua W. Sapan
AMC Networks Inc. April 8, 2011 Page 4
expand internationally disclosing the most significant business challenges
management expects to encount er in attempting to do so.
 Certain Transactions, page 60

 2010 Transactions, page 60

12. We note that you classified the RMH transfer  of its ownership in terest in News 12
(regional news programming services), RASCO (a cable television advertising
company), and certain other businesses to w holly-owned subsidiaries of Cablevision
as discontinued operations.  Tell us how you considered ASC 205-20-55 with regard
to whether the transfer qualifies to be presented as di scontinued operations.
 Comparison of Consolidated Year Ended December 31, 2010…, page 63

13. Please expand your discussion of your results of operations for th e periods presented
to provide greater analysis to the reasons why decreases or increases in the various
line items occurred.
 Business Segment Results, page 65

14. We note your disclosure on page 67 discus sing your management agreement and the
resulting fees with Cablevision.  You also  state that you expect to terminate the
management agreement on the Distribution date.  In this regard, please disclose if the
management agreement will be replaced with  another agreement.  If you do expect to
replace the management agreement discuss the terms of the new agreement and its
future impact.  To the extent possible, please quantify the effect of the new management agreement.
 Liquidity and Capital Resources, page 79

 Overview, page 79

15. Supplement your disclosure to address wh ether management believes the company’s
sources of cash will provide sufficient liquidi ty on a long-term basis.  Note that we
consider long-term liquidity to be the peri od of time in excess of the next 12 months.
See Instruction 5 to Item 303(a) of Regulation S-K.
 Debt Financing Agreements, page 80

16. Disclose whether the credit facilities curren tly available to you will remain available
upon the incurrence of the New AMC Networks Debt.

Mr. Joshua W. Sapan
AMC Networks Inc. April 8, 2011 Page 5
17. We note your statement on page 82 that “[t] he incurrence of the New AMC Networks
Debt will significantly increase [your] contra ctual debt obligations.”  Discuss the
material effects you expect the increase in debt load to have on the company.  Aspects
to discuss include, but are not limited to, the amount of contractual debt obligations
the company was solely responsible for befo re the spin-off, your ability to service
increased principal and interest paymen ts, how much, if any, additional borrowing
capacity will be available under the senior secured credit facil ities and whether and
how increased leverage might inhibit corporate initiatives.
 Contractual Obligations and Off Ba lance Sheet Commitments, page 81

18. Supplement your statement regarding the Ne w AMC Networks Debt with quantitative
figures of expected payments due by period.

19. Please include interest on debt obligations  in your contractua l obligations table.
 Executive Compensation, page 89

 Key Elements of 2011 Expected Comp ensation from the Company, page 96

20. Explain whether and how Cablevision 2011 annual incentive awards made to Mr.
Sapan and to AMC Networks Inc. executives to-be-named will transition at the
occurrence of the Distributi on.  In addition, generally describe the Company-based
performance criteria and objectives with resp ect to the transition of restricted share
and performance awards.
 Certain Relationships And Relate d Party Transactions, page 119

21. Describe the effect and material term s of the Contribution Agreement with
Cablevision Systems Corporation and CSC Holdings, LLC (Exhibit 2.2), the
Transition Services Agreement with Madis on Square Garden, Inc. (Exhibit 10.4) and
the Employee Matters Agreement with Madi son Square Garden, Inc. (Exhibit 10.5).
 Transition Services Agreement, page 120

22. To the extent possible, please include quan tified disclosure of the amounts payable to
Cablevision under this agreement.  Similarl y, please revise your MD&A to include
quantified disclosure of the ongoing financial commitments you will have to Cablevision and Madison Square Garden, In c., in connection w ith the separation.

Mr. Joshua W. Sapan
AMC Networks Inc. April 8, 2011 Page 6  Report of Independent Registered Public Accounting Firm, page F-2

23. Please remove the preamble and provide a completed report through an amendment to
the filing prior to its effectiveness.  In your next amendment identify your auditor in
the preamble.
 Comprehensive Income (Loss), page F-14

24. Please tell us why a write-down in DISH  Network’s non-controlling interest in
VOOM HD is included in comprehensive inco me.  Refer to your basis in accounting
literature.
 Note 8.  Debt, F-22

 Senior and Senior Subordinated Notes, page F-23

25. Please disclose here and in your liquidity  section whether RNS was in compliance
with their debt covenants for their seni or and senior subordi nated notes as of
December 31, 2010.
 Note 15.  Commitments and Contingencies, page F-34

Legal Matters, page F-35

26. For your material legal matters please pr ovide all the disclosure required by ASC
450-20.  Your disclosure should show amounts accrued for loss contingencies and your estimate for reasonably possibl e losses in excess of amounts accrued.
  Dish Network Contract  Dispute, page F-35

27. Please tell us how you accounted for the term ination of the affiliation agreement and
the related dispute.  Please provide the j ournal entries used.  Refer to your basis in
accounting literature.

Note 19.  Interim Financial Information (Unaudited), page F-43

28. Please disclose the reason(s) for material differences in net income between quarterly
periods presented.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes the information the Securities
Exchange Act of 1934 and all applicable Exchan ge Act rules require.  Since the company and

Mr. Joshua W. Sapan
AMC Networks Inc. April 8, 2011 Page 7  its management are in possession of all facts relating to a co mpany’s disclosure, they are
responsible for the accuracy and adequacy  of the disclosures they have made.

 In responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;

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

• the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

You may contact Inessa Kessman, Sta ff Accountant, at 202-551-3371 or Dean
Suehiro, Staff Accountant, at 202-551-3384 if you have questions regarding comments on the
financial statements and related matters.  Plea se contact Jonathan Groff, Staff Attorney, at
202-551-3458 or me at 202-551-3810 with any other questions.

Sincerely,
   /s/ Larry Spirgel
 Larry Spirgel
Assistant Director
cc:  Via facsimile to (212) 558-3588
Trevor Ogle, Esq.
Sullivan & Cromwell LLP