SecProbe.io

June 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.
Amendment #5 to Form 10-12B Filed June 6, 2011 File No. 001-35106

Dear Mr. Sapan:

We have reviewed your amended Form 10 and have the following comments.  In
some of our comments, we ask you to provide  us with information so we may better
understand your disclosure.
 Please respond to this letter by amendi ng your filing and by pr oviding the requested
information. If you do not believe our comments apply to your facts and circumstances 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 our comments, we may have additional comments.  General

1. Please confirm that you will file an ex ecuted tax opinion prior to requesting
acceleration of effectiveness.  We note that current Exhibit 8.1 is a form of Opinion.
  Unuadited Pro Forma Consolidated Financial Information, page 49

 Balance Sheet, page 53

2. We note your statement in adjustment (1) wh ich states that, “the  actual premium paid
by the Company in connection with the rede mption of the senior subordinated notes
could be higher or lower, depending on the timing and manner in which the notes are
repaid.”  In this regard, please disclose that  you do not expect a material change to the
premium paid, or tell us otherwise.

Mr. Joshua W. Sapan
AMC Networks Inc. June 8, 2011 Page 2
3. We note your statement in adjustment (2) wh ich states that, “adjustments to deferred
financing costs include (i) the capitaliza tion of the estimated financing costs of
approximately $64,000,000.”  In this regard, pl ease disclose that you do not expect a
material change to the cap italized estimated deferred fina ncing costs, or tell us
otherwise.

4. It appears based on your descri ption to adjustment (3) that  your pro forma adjustment
reflects the repayment of the senior notes for $324,134, while the additional new
borrowing for $300,000 is not reflected.  In this regard, tell us why the $300,000 new borrowing is not reflected in your pro forma statements.  Also, since you disclose that
this borrowing is not related to the dist ribution, tell us why the repayment of the
senior notes for $324,134 is reflected in your  pro forma financial statements.
 Statement of Operations, page 54

5. With regard to adjustment (8) on page 55, please disclose how you determined the
interest rate of 6%.  If your in terest rate is based on current  interest rates and this rate
differs materially from interest rates in  effect during the pro forma period, you should
consider which rate is most reasonable.  If  a rate other than the current or committed
rate is used, provide prominent disclosure of your basis of the presentation and the
anticipated effects of the cu rrent interest rate environment in the introduction to your
pro forma financial statements and wherev er pro forma information is provided.
 Executive Compensation, page 104

 Performance Awards, page 119

6. The discussion here indicates that you have  not disclosed specific numerical targets
for the 2011 Performance Awards.  However, Annex 1 to the Form of AMC Networks Inc. Performance Award Agreemen t (Exhibit 10.24) appears to provide the
relevant AMC Networks Performance Objec tives.  Please revise to include this
information.

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
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.

Mr. Joshua W. Sapan
AMC Networks Inc. June 8, 2011 Page 3
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