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corresp

April 21, 2011

Mr. Larry Spirgel

Assistant Director

Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 3720

100 F. Street, N.E.

Washington, D.C. 20549-0306

    Re:

    AMC Networks Inc.

Form 10-12B

Filed March 17, 2011

File No. 001-35106

Dear Mr. Spirgel:

          This letter responds to the comment letter (the “Comment Letter”) from the Staff of the
Securities and Exchange Commission (the “Commission”), dated April 8, 2011, concerning the Form 10
(the “Form 10”) of AMC Networks Inc. (the “Company”).

          The following is the Company’s response to the Comment Letter. As a result of the revisions
to the Form 10, some page references have changed. The page references in the comments refer to
page numbers of the Information Statement filed as Exhibit 99.1 to the Form 10 as filed on March
17, 2011 and the page references in the responses refer to page numbers in the marked copy of the
Information Statement filed as Exhibit 99.1 to Amendment No. 1 to the Form 10, as filed on
April 21, 2011. The Company has, concurrently with the filing of this response letter, provided
six marked copies of the Information Statement via messenger. All dollar amounts throughout the letter
are in thousands unless specifically stated otherwise.

General

    1.

    Please file all of your exhibits that are 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.

Company Response: The Company intends to file all remaining exhibits as soon as
possible. The Company recognizes that all required exhibits must be filed sufficiently in
advance of the planned effectiveness of the Form 10 to afford the Staff adequate time to
complete its review.

    2.

    Please fill in the blanks with missing information throughout your Form 10. We may
have additional comments once this information is included.

Company Response: The Company intends to provide all remaining information in the Form
10 as soon as possible. The Company recognizes that all missing information must be included in
the filing sufficiently in advance of the planned effectiveness of the Form 10 to afford the
Staff adequate time to complete its review.

Summary, page 1

Our Strengths, page 2

    3.

    In the interest of balancing your disclosure here, please revise to discuss the
principal challenges the spun-off company is likely to face including the increased debt
load you will assume after completion of the Financing Transactions and the intense
competition in the markets you participate.

    Company Response: The requested disclosure has been added to the Form 10. Please see
page 4.

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 Cablevision and the Company relative to the pre-Distribution
value of outstanding Cablevision stock.” We note your statements under Risk Factors that
you cannot assure aggregate share value will be greater than or equal to the
pre-Distribution value.

Company Response: The requested disclosure has been added to the Form 10. Please see
pages 13 and 17.

Risk Factors, page 21

    5.

    Please revise your risk factor headings to ensure that each heading is a statement of
the risk that you will subsequently discuss and 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

Company Response: The requested revised disclosure has been added to the Form 10.
Please see pages 22 through 32.

Page 2 of 13

We are subject to intense competition, page 22

    6.

    We note your statement that “following the 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 page 16 that the Distribution will limit your ability “to pursue cross-company
business transactions and initiatives with other businesses of Cablevision.”

Company Response: The requested disclosure has been added to the Form 10. Please see
pages 13, 17 and 24.

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 should cover, at minimum, the
material characteristics of the advertising arrangements entered into, including your
obligations and the number and type of customers with whom you contract.

Company Response: The requested disclosure has been added to the
Form 10. Please see pages 41 and 58.

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 materials that support the figures included.

Company
Response: The Nielsen report that supports the subscriber figures
on pages 37
and 38 of the Form 10 are being provided to the Staff as supplementary information
concurrently with the filing of this response letter.

Regulation, page 40

    9.

    Revise this section to:

    •

    Explain whether you engage in the practices described under Wholesale “A La
Carte,”

Page 3 of 13

    Company Response: The Company has added additional language to the Form 10 in response to this
comment. Please see pages 42 and 43.

    •

    Explain the difference between broadcasters vis-à-vis programming networks under
Effect of “Must-Carry” Requirements and on page 22, and

    Company Response: The discussion on page 22 does not relate to the effect of
must-carry on the channel space available for the national programming networks. Rather, it
describes the advantage that broadcaster-affiliated programming services have in gaining
carriage because of FCC rules that allow a broadcaster to condition a distributor’s carriage
of a broadcast station on carriage of those affiliate programming services. The Company has
added additional language to the Form 10 in response to this
comment. Please see page 43.

    •

    Elaborate with regard to how the rules described under Media Ownership
Restrictions might limit “the activities or strategic business alternatives
available to [you].”

Company Response: The requested disclosure has been added to the Form 10. Please see
page 43.

Management’s Discussion And Analysis Of Financial 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 harbor is not available.

Company Response: The Company believes that the reference to the safe harbor provided
by the Private Securities Litigation Reform Act of 1995 is appropriate because it is contained
in an information statement that will be distributed by Cablevision Systems Corporation
(“Cablevision”), an issuer that is currently subject to Section 13(a) of the Securities Exchange
Act of 1934 and therefore eligible for the benefit of the safe harbor. At the time the
information statement is provided to Cablevision shareholders (shortly following the record date
for the Distribution), the Company will be a wholly-owned subsidiary of Cablevision.

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 scope of [your] operations internationally is
important

Page 4 of 13

    to the continued growth of your business.” Highlight the importance of international
expansion to your financials going forward. Assess your ability to expand internationally
disclosing the most significant business challenges management expects to encounter in
attempting to do so.

Company Response: The requested disclosure has been added to the Form 10. Please see
page 59.

Certain Transactions, page 60

2010 Transactions, page 60

    12.

    We note that you classified the RMH transfer of its ownership interest in News 12
(regional news programming services), RASCO (a cable television advertising company), and
certain other businesses to wholly-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 discontinued operations.

Company Response: News 12 operates regional news networks which provide 24-hour local
news, traffic and weather services dedicated to covering areas within the New York metropolitan
area, which include News 12 Long Island, News 12 New Jersey, News 12 Westchester, News 12 Hudson
Valley, News 12 Connecticut, News 12 The Bronx, News 12 Brooklyn and News 12 Interactive, and
are different from the Company’s national programming networks demographic and programming
content. News 12 provides local news and weather content in Cablevision’s footprint and is
carried by other cable distributors in the New York metropolitan area. Cablevision believes that
the News 12 programming operations differentiate Cablevision from its competition (DBS and
telecommunication distributors) for its cable subscribers.

RASCO primarily represents the local and regional cable television advertising business that
earns an agency commission by providing local advertising sales for Cablevision’s cable
operations and certain other metro New York based cable companies. The national advertising
sales activities of the Company’s programming networks that generate advertising revenue for
those networks is separate from RASCO’s local and regional advertising operations. The national
advertising results for the Company’s programming networks are presented in continuing
operations in the Company’s consolidated financial statements.

News 12 and RASCO are both considered reporting units (as defined in ASC 350-20-35-33 through
35-36) and as such, a component of an entity since their operating results and cash flows are
clearly distinguishable, operationally and for financial reporting purposes, from the rest of
the Company’s subsidiaries for all periods prior to December 31, 2010. Subsequent to December
31, 2010, there will be no continuing cash flows between the Company and News 12, and the
Company and RASCO other than an insignificant amount of continuing cash inflows and outflows to
or from the Company

Page 5 of 13

related to short-term information
system and other transition-related services between the Company, News 12 and RASCO. Subsequent to
December 31, 2010, there has been and will be no migration of News 12 and RASCO revenues or costs
to the Company. Further, subsequent to December 31, 2010, Cablevision will make all operational
decisions related to News 12 and RASCO. The Company does not currently expect it will have any ability
to influence the operating or financial policies of News 12 or RASCO, or have any continuing involvement in
their operations. The Company also does not expect that it will conduct any business activities
similar to those described above for News 12 and RASCO.

For News 12 and RASCO, the Company considered ASC 205-20-55 and since
(i) the operations and cash flows of News 12 and RASCO have been eliminated from the ongoing operations of the Company as of
December 31, 2010; (ii) the continuing cash inflows and outflows related to the short-term
information system and other transition-related services to be provided between the Company,
News 12 and RASCO are not significant; and (iii) the Company will not have significant continuing
involvement in the operations of News 12 and RASCO subsequent to December 31, 2010, the Company
concluded that News 12 and RASCO should be presented as discontinued operations in the Company’s
December 31, 2010 consolidated financial statements.

Comparison of Consolidated Year Ended December 31, 2010 . . ., page 63

    13.

    Please expand your discussion of your results of operations for the periods presented
to provide greater analysis to the reasons why decreases or increases in the various line
items occurred.

Company Response: The Company’s disclosure approach to the comparative discussion of
its results of operations is to focus the discussion of the consolidated results on the relative
performance of its two segments — National Networks and International and Other. The consolidated results discussion is immediately followed by sections that separately address the performance of each
of the segments. In those sections, the Company provides detailed discussion and analysis of
the reasons for increases or decreases in various line items at the segment level. The Company
has made a revision to the lead-in to the consolidated results discussion to make clear that the
Company has included the required detailed discussion and analysis of year-to-year variations in
the “Business Segment Results” section of “Management’s Discussion and Analysis of Financial
Condition and Results of Operations.” Please see page 66.

Business Segment Results, page 65

    14.

    We note your disclosure on page 67 discussing 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

Page 6 of 13

    impact. To the extent possible, please quantify the effect of the new management agreement.

Company
Response: The Management Agreement will be terminated on the
Distribution date and the Company will not enter into a new
management agreement. Accordingly, this information has been added to the Form 10. Please see
page 69.

Liquidity and Capital Resources, page 79

Overview, page 79

    15.

    Supplement your disclosure to address whether management believes the company’s sources
of cash will provide sufficient liquidity on a long-term basis. Note that we consider
long-term liquidity to be the period of time in excess of the next 12 months. See
Instruction 5 to Item 303(a) of Regulation S-K.

Company Response: The requested disclosure has been added to the Form 10. Please see
pages 79 and 80.

Debt Financing Agreements, page 80

    16.

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

Company Response: The requested disclosure has been added to the Form 10. Please see
page 79.

    17.

    We note your statement on page 82 that “[t]he incurrence of the New AMC Networks Debt
will significantly increase [your] contractual 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 before the spin-off, your ability to service increased principal and
interest payments, how much, if any, additional borrowing capacity will be available under
the senior secured credit facilities and whether and how increased leverage might inhibit
corporate initiatives.

Company Response: The requested disclosure has been added to the Form 10. Please see
pages 79 and 80.

Contractual Obligations and Off Balance Sheet Commitments, page 81

    18.

    Supplement your statement regarding the New AMC Networks De