SecProbe.io

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 May 7, 2025

Patrick O'Connell
Executive Vice President and Chief Financial Officer
AMC Networks Inc.
11 Penn Plaza
New York, NY 10001

 Re: AMC Networks Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2024
 File No. 001-35106
Dear Patrick O'Connell:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Technology
</TEXT>
</DOCUMENT>

CORRESP
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 Document May 6, 2025 Division of Corporation Finance Office of Technology Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Melissa Walsh Stephen Krikorian Re: AMC Networks Inc. Form 10-K for the Fiscal Year Ended December 31, 2024 File No. 001-35106 Ladies and Gentlemen: Following a telephone conversation with Melissa Walsh on May 5, 2025, this letter is provided to supplement our response letters dated April 16, 2025 and May 1, 2025. For reference purposes, we have set forth the applicable comment from your initial letter dated April 7, 2025 in bold, immediately followed by the Company’s supplemental response. Form 10-K for the Fiscal Year Ended December 31, 2024 Notes to Consolidated Financial Statements Note 20. Segment Information, page F-44 2. You indicate that the chief operating decision maker (“CODM”) uses segment adjusted operating income (“AOI”) as the measure of profit or loss for your operating segments. We note you also present operating income for each reportable segment. Tell us whether the CODM receives operating income for each reportable segment and how it is used. If the CODM uses more than one measure of segment profit or loss, such as operating income and AOI, explain what consideration you gave to the guidance in ASC 280-10-50-28A, which indicates that at least one of the reported segment profit or loss measures shall be that which management believes is determined in accordance with the measurement principles most consistent with those used in measuring the corresponding amounts in the consolidated financial statements. In this regard, certain disclosures are required for each reported measure of a segment’s profit or loss. See ASC 280-10-50-28C. Company Response : In future filings, the paragraph below will be removed from the ‘Segment Reporting’ section included within the ‘Business Overview’ section of Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”). Corporate / Inter-segment Eliminations Corporate operations primarily consist of executive management and administrative support services, such as executive salaries and benefits costs, costs of maintaining corporate headquarters, facilities and common support functions. The segment financial information set forth below, including the discussion related to individual line items, does not reflect inter-segment eliminations unless specifically indicated. Additionally, the table below (which presented comparative results for inter-segment profit eliminations and unallocated corporate overhead costs) and the related discussion of the changes that followed the table, will be removed from the ‘ Segment Results of Operations’ section of MD&A. Corporate / Inter-segment Eliminations Revenues, net Revenue eliminations are primarily related to Domestic Operations revenues recognized for licensing sales to the International segment. Technical and operating expenses (excluding depreciation and amortization) Technical and operating expense eliminations are primarily related to AMCNI programming amortization for content acquired from the Domestic Operations segment. Selling, general and administrative expenses Selling, general and administrative expenses increased primarily due to higher employee related costs, including higher allocated overhead costs and compensation incurred in connection with an executive officer's separation agreement. Instead, the Company will add the underlined language shown below to the ‘Segment Results of Operations’ section within the ‘Consolidated Results of Operations’ section of MD&A in future filings. Segment Results of Operations Our segment operating results are presented based on how we assess operating performance and internally report financial information. We use segment adjusted operating income as the measure of profit or loss for our operating segments. See the "Non-GAAP Financial Measures" section below for our definition of Adjusted Operating Income and a reconciliation from Operating Income to Adjusted Operating Income on a consolidated basis. The segment financial information set forth below, including the discussion related to individual line items, does not reflect inter-segment eliminations unless specifically indicated. Additionally, the Company will include the nature of unallocated corporate overhead costs and the reason for any material fluctuations within the ‘Consolidated Results of Operations’ section of MD&A in future filings, as proposed below. If material, similar disclosures will be made for inter-segment transactions and eliminations. Selling, general and administrative expenses The components of selling, general and administrative expenses primarily include sales, marketing, research and advertising expenses, employee related costs and costs of non-production facilities. Selling, general and administrative expenses increased 3.4% in our Domestic Operations segment primarily due to higher marketing and subscriber acquisition expenses partially offset by lower employee related costs. Selling, general and administrative expenses decreased 7.9% in our International segment primarily due to the divestiture of the 25/7 Media production services business on December 29, 2023. Selling, general and administrative expenses, excluding share-based compensation, also consist of unallocated executive management and administrative support services, such as executive salaries and benefits costs, costs of maintaining corporate headquarters, facilities and common support functions. Unallocated corporate overhead costs increased 3.2% to $119.7 million primarily due to higher employee related costs and compensation incurred in connection with an executive officer’s separation agreement. There have been and may continue to be significant changes in the level of our selling, general and administrative expenses due to the timing of promotions and marketing of original programming series. The ‘Non-GAAP Financial Measures’ table previously reconciled Operating income to Adjusted operating income on a segment basis. In future filings, the Company will amend its presentation to reconcile Operating income (loss) to Adjusted operating income (loss) on a consolidated basis, as proposed below. Non-GAAP Financial Measures In connection with our responses, we acknowledge that we are responsible for the accuracy and adequacy of our disclosures, notwithstanding any review, comments, action or absence of action by the Staff. If you have any questions, please contact Michael Sherin, Chief Accounting Officer, at Michael.Sherin@amcnetworks.com or Patrick O’Connell, Chief Financial Officer, at Patrick.OConnell@amcnetworks.com. Sincerely, /s/ Patrick O’Connell Patrick O’Connell Executive Vice President and Chief Financial Officer /s/ Michael J. Sherin III Michael J. Sherin III Executive Vice President and Chief Accounting Officer cc: Kristin A. Dolan, Chief Executive Officer Sal Romanello, Executive Vice President and General Counsel (AMC Networks Inc.) Robert W. Downes, Esq. (Sullivan & Cromwell LLP) Daniel Meagher (KPMG LLP)

CORRESP
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 CORRESP

 May 1, 2025 Division
of Corporation Finance Office of Technology Securities and
Exchange Commission 100 F Street, N.E. Washington, D.C.
20549

 Attention:

 Melissa Walsh Stephen Krikorian

 Re:

 AMC Networks Inc. Form 10-K for the Fiscal Year Ended December 31, 2024 File
 No. 001-35106

 Ladies and Gentlemen: Following
our telephone conversation with Melissa Walsh on April 28, 2025, this letter is provided to supplement our response letter dated April 16, 2025.
 For reference purposes, we have set forth each comment from your initial letter dated April 7, 2025 in bold, immediately followed by the Company’s
supplemental response. Form 10-K for the Fiscal Year Ended December 31, 2024
 Notes to Consolidated Financial Statements Note 12.
Leases, page F-33

 1.
 We note your disclosure that most of your leases do not provide an implicit rate, so you use your
incremental borrowing rate. Tell us how your determination of the discount rate for your leases complies with the guidance in ASC
 842-20-30-3. That is, even though your operating leases do not provide an implicit rate, explain whether the rates implicit in
any of your leases are readily determinable from information provided in the lease. Company Response :
 In future filings, the Company will state that the rate implicit in our leases is not readily determinable and revise our disclosure to add the
following language: “Since the rate implicit in our leases is not readily determinable, the Company uses its incremental borrowing
rate based on the information available at the lease commencement date to determine the present value of the lease payments.”

 Note 20. Segment Information, page F-44

 2.
 You indicate that the chief operating decision maker (“CODM”) uses segment adjusted operating
income (“AOI”) as the measure of profit or loss for your operating segments. We note you also present operating income for each reportable segment. Tell us whether the CODM receives operating income for each reportable segment and how it
is used. If the CODM uses more than one measure of segment profit or loss, such as operating income and AOI, explain what consideration you gave to the guidance in ASC 280-10-50-28A, which indicates that at least one of the reported segment profit or loss measures shall be that which management believes is determined in accordance with the measurement principles most
consistent with those used in measuring the corresponding amounts in the consolidated financial statements. In this regard, certain disclosures are required for each reported measure of a segment’s profit or loss. See ASC 280-10-50-28C.
 Company Response : In future filings, the Company will amend its presentation in the segment footnote to include only operating income on
a consolidated basis as part of a reconciliation of segment adjusted operating income to consolidated income before income taxes, as proposed below.

 Year Ended December 31, 2024

 (In thousands)

 Domestic Operations

 International

 Total

 Revenues, net from external customers

 Subscription

 $
 1,275,127

 $
 196,924

 $
 1,472,051

 Advertising

 561,301

 115,333

 676,634

 Content licensing and other

 264,772

 7,857

 272,629

 2,101,200

 320,114

 2,421,314

 Inter-segment revenues (Content licensing and other)
 (a)

 11,789

 4,914

 16,703

 $
 2,112,989

 $
 325,028

 2,438,017

 Reconciliation of revenue

 Elimination of inter-segment revenues
 (a)

 (16,703
 )

 Total consolidated revenues, net

 $
 2,421,314

 Less: (b)

 Content expenses

 851,702

 79,989

 Marketing, research, and advertising sales expenses

 298,267

 23,842

 Other (c)

 343,441

 156,292

 Segment adjusted operating income

 $
 619,579

 $
 64,905

 $
 684,484

 Reconciliation of total segment adjusted operating income

 Elimination of inter-segment profits

 (2,228
 )

 Unallocated corporate overhead costs
 (d)

 (119,683
 )

 Share-based compensation expenses

 (26,051
 )

 Depreciation and amortization

 (98,015
 )

 Impairment and other charges

 (399,513
 )

 Restructuring and other related charges

 (49,464
 )

 Cloud computing amortization

 (13,452
 )

 Majority-owned equity investees AOI

 (15,678
 )

 Operating income (loss)

 (39,600
 )

 Other income (expense):

 Interest expense

 (166,186
 )

 Interest income

 36,803

 Loss on extinguishment of debt, net

 (105
 )

 Miscellaneous, net

 (5,409
 )

 Income (loss) from operations before income taxes

 $
 (174,497
 )

 (a)
 Inter-segment revenues primarily relate to Domestic Operations content licensing sales to International, as
well as services performed by AMCNI on behalf of businesses within the Domestic Operations segment.

 (b)
 The significant expense categories and amounts align with the segment-level information that is regularly
provided to the CODM.

 (c)
 Other for each reportable segment primarily includes employee-related costs, information technology costs,
professional services expenses, occupancy expenses, certain overhead expenses and the Company’s proportionate share of adjusted operating income (loss) from majority-owned equity method investees.

 (d)
 Unallocated corporate overhead costs include costs such as executive salaries and benefits and costs of
maintaining corporate headquarters, facilities and common support functions.

 In future filings, the Company will also amend its presentation of the below tables in Management’s
Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) to conform to the updates in the segment footnote. The
 ‘Financial Highlights’ table previously presented revenues, operating income, and adjusted operating income on a segment basis. The Company will amend its presentation to present these amounts on a consolidated basis, as proposed
below. Financial Highlights
 The tables presented below set forth our consolidated revenues, net, operating income (loss) and adjusted operating income (loss)
(“AOI”) 1 , for the periods indicated.

 (In thousands)

 Year Ended December 31,

 2024

 2023

 Revenues, net

 $
 2,421,314

 $
 2,711,877

 Operating Income (Loss)

 $
 (39,600
 )

 $
 388,412

 Adjusted Operating Income

 $
 562,573

 $
 670,104

 1
 Adjusted Operating Income (Loss) is a non-GAAP financial measure. See the “Non-GAAP Financial
Measures” section on page 58 for additional information, including our definition and our use of this non-GAAP financial measure, and for a reconciliation to its most comparable GAAP financial measure.
 The following table within ‘ Segment Results of Operations’ reflects proposed updates to remove the segment reference for
Corporate/Inter-segment Eliminations and clarify language for Selling, general, and administrative expenses to more clearly align with the ‘ Reconciliation of total segment adjusted operating income’ section of the segment footnote
table. Corporate / Inter-segment Eliminations
 The following table sets forth our Corporate / Inter-segment Eliminations results for the periods indicated.

 Years Ended December 31,

 Change

 (In thousands)

 2024

 2023

 2024 vs. 2023

 Revenues, net

 $
 (16,703
 )

 $
 (9,186
 )

 81.8
 %

 Technical and operating expenses (excluding depreciation and amortization) (a)

 (9,767
 )

 (11,934
 )

 (18.2
 )%

 Selling, general and administrative expenses
(b)

 114,975

 105,936

 8.5
 %

 $
 (121,911
 )

 $
 (103,188
 )

 18.1
 %

 (a)
 Technical and operating expenses excludes cloud computing amortization

 (b)
 Selling, general and administrative expenses excludes share-based compensation expenses and cloud computing
amortization, and are presented net of inter-segment eliminations Selling, general and administrative expenses
 Selling, general and administrative expenses consist of unallocated executive management and administrative support services, such as executive
salaries and benefits costs, costs of maintaining corporate headquarters, facilities and common support functions. Selling, general and administrative expenses increased primarily due to higher employee related costs, including higher allocated
overhead costs and compensation incurred in connection with an executive officer’s separation agreement.

 The ‘Non-GAAP Financial Measures’ table previously
reconciled Operating income to Adjusted operating income on a segment basis. The Company will amend its presentation to reconcile Income (loss) from operations before income taxes to Adjusted operating income on a consolidated basis, as proposed
below. Non-GAAP Financial Measures

 Year Ended December 31,

 (In thousands)

 2024

 2023

 Income (loss) from operations before income taxes

 $
 (174,497
 )

 $
 296,006

 Other income (expense):

 Interest expense

 (166,186
 )

 (152,703
 )

 Interest income

 36,803

 37,018

 Loss on extinguishment of debt, net

 (105
 )

 — 

 Miscellaneous, net

 (5,409
 )

 23,279

 Operating income (loss)

 (39,600
 )

 388,412

 Share-based compensation expenses

 26,051

 25,665

 Depreciation and amortization

 98,015

 107,402

 Impairment and other charges

 399,513

 96,689

 Restructuring and other related charges

 49,464

 27,787

 Cloud computing amortization

 13,452

 10,543

 Majority owned equity investees AOI

 15,678

 13,606

 Adjusted operating income (loss)

 $
 562,573

 $
 670,104

 3.
 Please revise future filings to reconcile the total of the reportable segments’ amount for each measure
of profit or loss to consolidated income before income taxes. Refer to ASC 280-10-50-30(b) and ASC
 280-10-50-28C. In this regard, the reconciliation should include a single amount for the subtotal of the reportable
segments’ measures of profit or loss with a reconciliation of that amount to consolidated income before income taxes. The segment note currently separates reconciling items among the reportable segments and Corporate / Inter-segment
eliminations category and results in the presentation of an additional non-GAAP measure of consolidated adjusted operating income.
 Company Response : In future filings, the Company will amend its presentation to include a reconciliation of segment adjusted operating
income to consolidated income before income taxes, as proposed in our response to Comment #2 above. In connection with our responses, we
acknowledge that we are responsible for the accuracy and adequacy of our disclosures, notwithstanding any review, comments, action or absence of action by the Staff.
 If you have any questions, please contact Michael Sherin, Chief Accounting Officer, at Michael.Sherin@amcnetworks.com or Patrick
O’Connell, Chief Financial Officer, at Patrick.OConnell@amcnetworks.com. Sincerely,
 /s/ Patrick O’Connell    
 Patrick O’Connell Executive
Vice President and Chief Financial Officer /s/ Michael J. Sherin III   
 Michael J. Sherin III Executive
Vice President and Chief Accounting Officer

 cc:   

 Kristin A. Dolan, Chief Executive Officer Sal
Romanello, Executive Vice President and General Counsel (AMC Networks Inc.)
 Robert W. Downes, Esq. (Sullivan & Cromwell LLP)
 Daniel Meagher
 (KPMG LLP)

CORRESP
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 CORRESP

 April 16, 2025
 Division of Corporation Finance Office of Technology
 Securities and Exchange Commission 100 F Street, N.E.
 Washington, D.C. 20549

 Attention:

 Melissa Walsh

 Stephen Krikorian

 Re:

 AMC Networks Inc.

 Form 10-K for the Fiscal Year Ended December 31, 2024

 File No. 001-35106
 Ladies and Gentlemen: This
letter responds to the comment letter from the Staff of the Securities and Exchange Commission (the “Staff”), dated April 7, 2025, concerning the Annual Report on Form 10-K for the fiscal year
ended December 31, 2024 of AMC Networks Inc. (the “Company”, “AMC Networks”, “we”, “us” or “our”) filed on February 14, 2025.
 For reference purposes, we have set forth each comment from your letter in bold, immediately followed by the Company’s response.
 Form 10-K for the Fiscal Year Ended December 31, 2024
 Notes to Consolidated Financial Statements Note 12.
Leases, page F-33

 1.
 We note your disclosure that most of your leases do not provide an implicit rate, so you use your
incremental borrowing rate. Tell us how your determination of the discount rate for your leases complies with the guidance in ASC
 842-20-30-3. That is, even though your operating leases do not provide an implicit rate, explain whether the rates implicit in
any of your leases are readily determinable from information provided in the lease. Company Response : The
majority of the Company’s lease liabilities consist of office space, and to a lesser extent, equipment leases for satellite transponders. In accordance with ASC 842-20-30-3, a lessee should use the rate implicit in the lease whenever that rate is readily determinable, and, if not readily determinable, a lessee should use its incremental borrowing
rate. For our material leases, the implicit rate is not readily determinable from information in the lease because we cannot determine (1) the amount that a lessor expects to derive from the underlying asset following the
end of the lease term nor (2) the amount of the lessor’s initial direct costs. Our material leases do not include provisions to convey the assets to us at the end of the lease term through an automatic transfer of title or a bargain
purchase option. Additionally, we are not able to conclude that a

reasonable estimate of initial direct costs would have an insignificant impact on the implicit rate. If such conclusion could be made, the inability to precisely determine the amount of initial
direct costs would not, on its own, preclude the Company from the requirement to utilize the implicit rate. We are not able to obtain information regarding the amount that a lessor expects to derive from the underlying asset following the end of the
lease term or the amount of the lessor’s initial direct costs from the lessors due to the commercial sensitivity and confidentiality of the information to the applicable lessor. As a result, the Company uses its incremental borrowing rate in
accordance with ASC 842-20-30-3.
 Note 20. Segment Information, page F-44

 2.
 You indicate that the chief operating decision maker (“CODM”) uses segment adjusted operating
income (“AOI”) as the measure of profit or loss for your operating segments. We note you also present operating income for each reportable segment. Tell us whether the CODM receives operating income for each reportable segment and how it
is used. If the CODM uses more than one measure of segment profit or loss, such as operating income and AOI, explain what consideration you gave to the guidance in ASC 280-10-50-28A, which indicates that at least one of the reported segment profit or loss measures shall be that which management believes is determined in accordance with the measurement principles most
consistent with those used in measuring the corresponding amounts in the consolidated financial statements. In this regard, certain disclosures are required for each reported measure of a segment’s profit or loss. See ASC 280-10-50-28C.
 Company Response : The Chief Operating Decision Maker (“CODM”) uses only one segment profit or loss measure to assess segment
performance and allocate resources, and that measure is Adjusted Operating Income (“AOI”). The CODM does not receive operating income at the segment level. Operating income was presented for each segment for the purpose of reconciling
segment AOI to its nearest GAAP measure and was not intended to reflect a segment measure that is used by the CODM as the measure of profit or loss for a segment. In future filings, the Company will amend its presentation to include only operating
income on a consolidated basis as part of a reconciliation of consolidated AOI to consolidated income before income taxes, as proposed below.

 (In thousands)

 Year Ended December 31, 2024

 Domestic Operations

 International

 Corporate / Inter-segment eliminations

 Consolidated

 Revenues, net

 Subscription

 $
 1,275,127

 $
 196,924

 $
 — 

 $
 1,472,051

 Advertising

 561,301

 115,333

 — 

 676,634

 Content licensing and other

 276,561

 12,771

 (16,703
 )

 272,629

 Consolidated revenues, net

 $
 2,112,989

 $
 325,028

 $
 (16,703
 )

 $
 2,421,314

 Less: (a)

 Content expenses

 851,702

 79,989

 Marketing, research, and advertising sales expenses

 298,267

 23,842

 Other (b)

 343,441

 156,292

 Adjusted operating income (loss)

 $
 619,579

 $
 64,905

 $
 (121,911
 )

 $
 562,573

 Less:

 Share-based compensation expenses

 26,051

 Depreciation and amortization

 98,015

 Impairment and other charges

 399,513

 Restructuring and other related charges

 49,464

 Cloud computing amortization

 13,452

 Majority-owned equity investees AOI

 15,678

 Operating income (loss)

 (39,600
 )

 Other income (expense):

 Interest expense

 (166,186
 )

 Interest income

 36,803

 Loss on extinguishment of debt, net

 (105
 )

 Miscellaneous, net

 (5,409
 )

 Income (loss) from operations before income taxes

 $
 (174,497
 )

 Capital expenditures

 $
 16,788

 $
 5,102

 $
 22,885

 $
 44,775

 (a)
 The significant expense categories and amounts align with the segment-level information that is regularly
provided to the CODM.

 (b)
 Other for each reportable segment primarily includes employee-related costs, information technology costs,
professional services expenses, occupancy expenses, certain overhead expenses and the Company’s proportionate share of adjusted operating income (loss) from majority-owned equity method investees.

 3.
 Please revise future filings to reconcile the total of the reportable segments’ amount for each measure
of profit or loss to consolidated income before income taxes. Refer to ASC 280-10-50-30(b) and ASC
 280-10-50-28C. In this regard, the reconciliation should include a single amount for the subtotal of the reportable
segments’ measures of profit or loss with a reconciliation of that amount to consolidated income before income taxes. The segment note currently separates reconciling items among the reportable segments and Corporate / Inter-segment
eliminations category and results in the presentation of an additional non-GAAP measure of consolidated adjusted operating income.
 Company Response : As noted in our response to Comment #2 above, the Company uses AOI as the sole measure of profit or loss for our
operating segments. In future filings, the Company will amend its presentation to include a reconciliation of consolidated AOI to consolidated income before income taxes, as proposed in our response to Comment #2 above.

 4.
 Please tell us what consideration you gave to disclosing total assets for each reportable segment, along
with a reconciliation of the total of the reportable segments’ assets to the Company’s total consolidated assets, or disclosing why such information is not available. Refer to ASC 280-10-50-22, 50-26, 50-30, and 50-31.
 Company Response : The Company does not disclose total assets for each operating segment because these amounts are
not regularly reviewed by the CODM nor are they used in assessing segment performance or deciding how to allocate resources to the segments. In future filings, the Company will state these facts in accordance with ASC
 280-10-50-26 and revise our disclosure to add the following language:
 “The Company does not disclose total assets for each operating segment because these amounts are not regularly reviewed by the CODM nor
are they used in assessing segment performance or deciding how to allocate resources to the segments.” In connection with our
responses, we acknowledge that we are responsible for the accuracy and adequacy of our disclosures, notwithstanding any review, comments, action or absence of action by the Staff.
 If you have any questions, please contact Michael Sherin, Chief Accounting Officer, at Michael.Sherin@amcnetworks.com or Patrick
O’Connell, Chief Financial Officer, at Patrick.OConnell@amcnetworks.com.

 Sincerely,

 /s/ Patrick O’Connell

 Patrick O’Connell

 Executive Vice President and Chief Financial Officer

 /s/ Michael J. Sherin III

 Michael J. Sherin III

 Executive Vice President and Chief Accounting Officer

 cc:
 Kristin A. Dolan, Chief Executive Officer
 Sal Romanello, Executive Vice President and General Counsel
 (AMC Networks Inc.) Robert W.
Downes, Esq. (Sullivan & Cromwell LLP)
 Daniel Meagher (KPMG LLP)

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<TEXT>
 April 7, 2025

Patrick O'Connell
Executive Vice President and Chief Financial Officer
AMC Networks Inc.
11 Penn Plaza
New York, NY 10001

 Re: AMC Networks Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2024
 File No. 001-35106
Dear Patrick O'Connell:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the Fiscal Year Ended December 31, 2024
Notes to Consolidated Financial Statements
Note 12. Leases, page F-33

1. We note your disclosure that most of your leases do not provide an
implicit rate, so
 you use your incremental borrowing rate. Tell us how your determination
of the
 discount rate for your leases complies with the guidance in ASC
842-20-30-3. That is,
 even though your operating leases do not provide an implicit rate,
explain whether the
 rates implicit in any of your leases are readily determinable from
information
 provided in the lease.
Note 20. Segment Information, page F-44

2. You indicate that the chief operating decision maker ( CODM ) uses
segment
 adjusted operating income ( AOI ) as the measure of profit or loss
for your operating
 segments. We note you also present operating income for each reportable
segment.
 Tell us whether the CODM receives operating income for each reportable
segment
 and how it is used. If the CODM uses more than one measure of segment
profit or
 April 7, 2025
Page 2

 loss, such as operating income and AOI, explain what consideration you
gave to the
 guidance in ASC 280-10-50-28A, which indicates that at least one of the
reported
 segment profit or loss measures shall be that which management believes
is
 determined in accordance with the measurement principles most consistent
with those
 used in measuring the corresponding amounts in the consolidated
financial statements.
 In this regard, certain disclosures are required for each reported
measure of a
 segment s profit or loss. See ASC 280-10-50-28C.
3. Please revise future filings to reconcile the total of the reportable
segments amount
 for each measure of profit or loss to consolidated income before income
taxes. Refer
 to ASC 280-10-50-30(b) and ASC 280-10-50-28C. In this regard, the
reconciliation
 should include a single amount for the subtotal of the reportable
segments measures
 of profit or loss with a reconciliation of that amount to consolidated
income before
 income taxes. The segment note currently separates reconciling items
among the
 reportable segments and Corporate / Inter-segment eliminations category
and results
 in the presentation of an additional non-GAAP measure of consolidated
adjusted
 operating income.
4. Please tell us what consideration you gave to disclosing total assets
for each
 reportable segment, along with a reconciliation of the total of the
reportable segments
 assets to the Company s total consolidated assets, or disclosing why
such information
 is not available. Refer to ASC 280-10-50-22, 50-26, 50-30, and 50-31.
 In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.

 Please contact Melissa Walsh at 202-551-3224 or Stephen Krikorian at
202-551-3488
with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Technology
</TEXT>
</DOCUMENT>

November 7, 2018
Sean Sullivan
Executive Vice President and Chief Financial Officer
AMC Networks Inc.
11 Penn Plaza
New York, NY 10001
Re:AMC Networks Inc.
Form 10-K for the Fiscal Year Ended December 31, 2017
Filed March 1, 2018
Form 10-Q for the Quarterly Period Ended June 30, 2018
Filed August 2, 2018
File No. 001-35106
Dear Mr. Sullivan:
            We have completed our review of your filings.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Telecommunications

CORRESP
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		Document

October 30, 2018

Division of Corporation Finance

Office of Telecommunications

United States Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549-0306

Re:    AMC Networks Inc.

Form 10-K for the Fiscal Year Ended December 31, 2017

Filed March 1, 2018

Form 10-Q for the Quarterly Period Ended June 30, 2018

Filed August 2, 2018

File No. 001-35106

Ladies and Gentlemen:

This letter responds to the comment letter from the Staff of the Securities and Exchange Commission (the “Staff”), dated October 22, 2018, concerning the Annual Report on Form 10-K for the fiscal year ended December 31, 2017 of AMC Networks Inc. (“we”, the “Company” or “AMC Networks”) filed on March 1, 2018 and the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2018.

For reference purposes, the text of the Staff’s October 22, 2018 letter has been reproduced in this letter with the Company’s responses directly following the reproduced text.

Form 10-Q for the Quarterly Period Ended June 30, 2018

Content licensing revenue, page 7

1. We note your response to prior comment one. Please revise your disclosure to clarify that you consider each season of an episodic series to be a distinct unit of content and that you typically deliver all episodes of a season for a series concurrently. Reference ASC 606-10-50-12.

Company Response:

Beginning with the September 30, 2018 Quarterly Report on Form 10-Q, the Company will revise its disclosure to clarify that each season of an episodic series is considered to be a distinct unit of content and that all episodes of a season for a series are typically delivered concurrently. The Company will revise its disclosure as follows (changes marked in bold):

Content licensing revenue: The Company licenses its original programming content to certain distributors under subscription video on-demand ("SVOD"), pay-per-view ("PPV") and electronic sell-through ("EST") arrangements. Under these arrangements, our performance obligation is a license of functional intellectual property that provides the distributor the right to use our programming as it exists at a point in time. The satisfaction of the Company’s performance obligation, and related recognition of revenue, occurs when the content is delivered to the licensee and the license period has begun.The Company’s performance obligation in a content license arrangement pertains to each distinct unit of content, which is generally each season of an episodic series. The Company typically delivers all episodes of a season for a series concurrently and the licensee’s rights to exploit the content is the same across all of the episodes.

Subscription fee revenue, page 7

2. We note your response to prior comment two. Please revise your disclosures to clarify your determination that your programming is functional intellectual property. Reference 606-10-50-12.

Company Response:

Beginning with the September 30, 2018 Quarterly Report on Form 10-Q, the Company will revise its disclosure to clarify that its programming is functional intellectual property. The Company will revise the disclosure as follows (changes marked in bold):

Subscription fee revenue: Subscription fees are earned from cable and other multichannel video programming distribution platforms, including direct broadcast satellite ("DBS"), platforms operated by telecommunications providers and virtual multichannel video programming distributors (collectively "distributors"), for the rights to use the Company's network programming under multi-year contracts, commonly referred to as "affiliation agreements." The Company's performance obligation under affiliation agreements is a license of functional intellectual property that is satisfied as the Company provides its programming over the term of the agreement. The transaction price is represented by subscription fees that are generally based upon (i) contractual rates applied to the number of the distributor's subscribers who receive or can receive our programming ("rate-per-subscriber"), or (ii) fixed contractual monthly fees ("fixed fee").

If you have any questions, please contact Christian Wymbs, Chief Accounting Officer, at 646-273-3571 or Sean Sullivan, Chief Financial Officer, at 646-393-8135.

Sincerely,

/s/ Sean S. Sullivan

Sean S. Sullivan

Executive Vice President and

Chief Financial Officer

/s/ Christian B. Wymbs

Christian B. Wymbs

Executive Vice President and

Chief Accounting Officer

cc:     Carlos Pacho

Inessa Kessman

(Securities and Exchange Commission)

Joshua W. Sapan, President and Chief Executive Officer

James G. Gallagher, Executive Vice President and General Counsel

(AMC Networks Inc.)

John P. Mead, Esq.

(Sullivan & Cromwell LLP)

Michael Percent

(KPMG LLP)

October 22, 2018
Sean Sullivan
Executive Vice President and Chief Financial Officer
AMC Networks Inc.
11 Penn Plaza
New York, NY 10001
Re:AMC Networks Inc.
Form 10-K for the Fiscal Year Ended December 31, 2017
Filed March 1, 2018
Form 10-Q for the Quarterly Period Ended June 30, 2018
Filed August 2, 2018
File No. 001-35106
Dear Mr. Sullivan:
            We have reviewed your September 6, 2018 response to our comment letter and have the
following comments.  Please comply with the following comments in future filings.  Confirm in
writing that you will do so and explain to us how you intend to comply.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-Q for the Quarterly Period Ended June 30, 2018
Content licensing revenue, page 7
1.We note your response to prior comment one.  Please revise your disclosure to clarify that
you consider each season of an episodic series to be a distinct unit of content and that you
typically deliver all episodes of a season for a series concurrently.  Reference ASC 606-
10-50-12.

Subscription fee revenue, page 7
2.We note your response to prior comment two.  Please revise your disclosures to clarify

 FirstName LastNameSean Sullivan
 Comapany NameAMC Networks Inc.
 October 22, 2018 Page 2
 FirstName LastName
Sean Sullivan
AMC Networks Inc.
October 22, 2018
Page 2
your determination that your programming is functional intellectual property.  Reference
606-10-50-12.
            You may contact Inessa Kessman, Senior Staff Accountant at 202-551-3371 or Carlos
Pacho, Senior Assistant Chief Accountant at 202-551-3835 with any questions.
Sincerely,
Division of Corporation Finance
Office of Telecommunications

CORRESP
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September 6, 2018

Division of Corporation Finance

Office of Telecommunications

United States Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549-0306

Re:    AMC Networks Inc.

Form 10-K for the Fiscal Year Ended December 31, 2017

Filed March 1, 2018

Form 10-Q for the Quarterly Period Ended June 30, 2018

Filed August 2, 2018

File No. 001-35106

Ladies and Gentlemen:

This letter responds to the comment letter from the Staff of the Securities and Exchange Commission (the “Staff”), dated August 21, 2018, concerning the Annual Report on Form 10-K for the fiscal year ended December 31, 2017 of AMC Networks Inc. (“we”, the “Company” or “AMC Networks”) filed on March 1, 2018 and the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2018.

The Company appreciates the efforts of the Staff in this review process. We acknowledge that we are responsible for the accuracy and adequacy of our disclosures, notwithstanding any review, comments, action or absence of action by the Staff.

For reference purposes, the text of the Staff’s August 21, 2018 letter has been reproduced in this letter with the Company’s responses directly following the reproduced text.

Form 10-Q for the Quarterly Period Ended June 30, 2018

Content licensing revenue, page 7

1. Please provide us your analysis regarding identifying performance obligations in your content licensing arrangements. Tell us if these arrangements contain content libraries and, if so, how you have considered whether existing content and new content represent separate performance obligations. In addition, please clarify how you have considered judgments in determining both amounts allocated to and the timing of satisfaction of the related performance obligations. Refer to ASC 606-10-50-12 and ASC 606-10-50-17.

Company Response:

The nature of the Company’s performance obligation is a license to functional intellectual property because the licensee is granted a right to each season of a series as it exists at a point in time. The satisfaction of the Company’s performance obligation, and related recognition of revenue, occurs when the content is delivered to the licensee and the license period has begun.

The Company’s performance obligations in an original programming content license pertain to each distinct unit of content, which is generally each season of an episodic series. The Company typically delivers all episodes of a season for a series concurrently and the licensee’s rights to exploit the content is the same across all of the episodes. In most content licensing agreements, if the Company produces future seasons of a series, the licensee is required to license those future seasons. The Company concluded that the existing content license and future content license are distinct from each other and, therefore, represent separate performance obligations. This is because the licensee can benefit from its rights to existing content and the promise to transfer a license to future seasons is separately identifiable. This view is consistent with ASC 606-10-55-399A-J (Example 61A). The Company’s content licensing agreements are typically for a specific series, or a number of series, and are not for content libraries.

The license fee for each season is either: (i) a standard percentage of the production cost for the season or (ii) a fixed amount. The license fee based on production costs is considered variable consideration, however, the variability is typically resolved at the time the content is delivered and the license period has begun. The terms of the contractual fee for each season of a series is negotiated at contract inception with such fee being representative of stand-alone selling price. In determining whether the contractual fee is representative of stand-alone selling price, the Company considers observable pricing data when available, or, if there is no observable data, the Company uses an estimate of relative stand-alone selling price using a suitable method pursuant to ASC 606-10-32-34.

Subscription fee revenue, page 7

2. Please help us better understand the nature of services transferred to your customers within your affiliation agreements. Tell us if you have combined any services for the purposes of determining your performance obligations. Specifically address whether these arrangements contain a video-on-demand library. Please also describe the judgment used in determining both the timing of satisfaction and amounts allocated to each performance obligation. Refer to 606-10-50-12 and 606-10-50-17.

Company Response:

In an affiliation agreement, the Company’s programming is delivered to the distributor for a subscription fee, often on a continuous basis, through satellite or other forms of transmission (i.e., the linear feed). The nature of the Company’s promise to the distributor is that of a license to programming within the linear feed because the distributor takes control of the intellectual property to use in its consumer service. In addition to the delivery of a license to programming content by means of the linear feed, the Company typically provides free video-on-demand (“FVOD”) programming. The FVOD programming provided to distributors consists of the same functional intellectual property that is provided through the linear feed and is delivered contemporaneously with the linear feed. The FVOD programming that we provide to distributors does not include library content. Although the delivery method is different for the linear feed and FVOD offering, the Company concluded that the programming provided to distributors via both delivery methods is not distinct within the context of the contract. Consequently, the Company considers the combination of the linear feed and FVOD programming as a single performance obligation.

Some of the Company’s affiliation agreements also contain a promise to license past seasons or episodes of the Company’s original programming (i.e., distinct content that is no longer exhibited in the linear feed) for an additional fee. The Company’s consideration for the distinct content is a percentage of the fee the distributor charges to its subscriber. This fee represents stand-alone selling price based on consistency in pricing within industry standards.

The majority of the Company’s distribution revenues relate to sales-based and usage-based royalties which require no substantive judgments in determining the timing and amount of revenue. Please also refer to the Company’s response to comment 3 below for a description of the judgment used in determining both the timing of satisfaction and amounts allocated to performance obligations.

3. Please tell us your basis for recognizing revenue related to your fixed fee affiliation agreements based on the invoiced amount or on a straight-line basis. In this regard, tell us if you believe these arrangements contain a functional license of intellectual property.

Company Response:

As noted in our response to comment 2 above, the majority of the Company’s distribution revenues relate to sales-based and usage-based royalties because the subscription fee is based on a monthly rate applied to the number of the distributor’s subscribers who receive or can receive our programming.

We believe that the license to our linear programming as it exists at the continuous point in time of our transmission has significant stand-alone functionality and represents a functional license of intellectual property in our affiliation agreements. We further believe that the continuous satisfaction of our linear transmission performance obligation represents a stand-ready obligation satisfied over time. The specific programs to be delivered are not set out at the inception of the agreement and management later determines the programming included in the linear feed (subject to the terms of the affiliation agreement). Numerous factors are evaluated in

making decisions about how to program the linear feed, including the cost of programming, viewing audience engagement, and the expected return on the program cost. The Company is constantly developing its programming which is delivered to the affiliate within the linear feed at unspecified times, amounts, and types (films, original series, syndicated series, specials, etc.). A contract to deliver unspecified items on a when-and-if-available basis is a stand-ready performance obligation. Therefore, we believe the Company’s promise to provide programming to distributors is a stand-ready promise to deliver future programming as it becomes available during the term, which is satisfied over-time.

Our fixed fee affiliation agreements are generally billed in monthly installments in a manner that is intended to depict the value to the customer of our performance. For a performance obligation satisfied over time, if an entity has a right to invoice a customer at an amount that corresponds directly with the value to the customer of the entity’s performance to date, the entity can elect to recognize revenue at that amount. This is commonly referred to as the “as-invoiced” expedient. In forming our basis for recognizing revenue related to our fixed fee affiliation agreements (either based on the invoiced amount or on a straight-line basis), we evaluate the terms of the related agreement to assess whether the amount that we have the right to invoice corresponds directly with the value to the customer of our performance to date. Such assessment considers, among other things, comparison to other affiliation agreements for our networks in the same markets (including other fixed fee and/or rate-per-subscriber agreements), renewal pricing, trends in rates charged by affiliates to consumers, general inflation, trends in programming costs, etc. When our analysis supports a conclusion that the amount that we have the right to invoice corresponds directly with the value to the customer, the as-invoiced expedient is applied. In fixed rate agreements where the as-invoiced expedient is not used, a straight-line recognition is considered appropriate as the measure of progress that faithfully depicts the Company’s progress towards satisfying its performance obligation is a time-based measure. This is because the Company provides a continuous, typically 24-hour per day, linear feed for its networks and because the VOD programming is substantially the same as the linear feed. As a result, the satisfaction of the performance obligation results in an even attribution of the fixed monthly fees (e.g. a straight-line revenue recognition pattern for the total amount of consideration, including annual changes in the fixed monthly fee, if any).

Note 2. Revenue Recognition

Advertising, page 8

4. We note certain advertising contracts have guarantees of audience member views. We also note your disclosure at the bottom of page 8 that a portion of the related revenue is deferred if the guaranteed ratings are not met. Please clarify if these guarantees are treated as variable consideration in determining your transaction price. Refer to ASC 606-10-32-5 and 606-10-50-20.

Company Response:

Guarantees in our advertising arrangements are not treated as variable consideration in determining the transaction price. Our advertising arrangements typically provide us fixed consideration due from the customer in exchange for a promise to deliver a defined number of units (commonly 15 second or 30 second commercial spots), to be aired over a defined time-period with a guaranteed viewer rating (or impressions). Once the number of units and price per unit are agreed to, there is no customer expectation that we “will accept an amount of consideration that is less than the price stated in the contract.” (ASC 606-10-32-7).

As documented on page 8 of our June 30, 2018 Form 10-Q, a contract liability is recognized to the extent the guaranteed viewer ratings attribute of our promise to the customer is not met, and is subsequently recognized as revenue either when the Company provides the required additional advertising or the guarantee obligation contractually expires, which is generally within one year.

If you have any questions, please contact Christian Wymbs, Chief Accounting Officer, at 646-273-3571 or Sean Sullivan, Chief Financial Officer, at 646-393-8135.

Sincerely,

/s/ Sean S. Sullivan

Sean S. Sullivan

Executive Vice President and

Chief Financial Officer

/s/ Christian B. Wymbs

Christian B. Wymbs

Executive Vice President and

Chief Accounting Officer

cc:     Carlos Pacho

Inessa Kessman

(Securities and Exchange Commission)

Joshua W. Sapan, President and Chief Executive Officer

James G. Gallagher, Executive Vice President and General Counsel

(AMC Networks Inc.)

John P. Mead, Esq.

(Sullivan & Cromwell LLP)

Michael Percent

(KPMG LLP)

August 21, 2018
Sean Sullivan
Executive Vice President and Chief Financial Officer
AMC Networks Inc.
11 Penn Plaza
New York, NY 10001
Re:AMC Networks Inc.
Form 10-K for the Fiscal Year Ended December 31, 2017
Filed March 1, 2018
Form 10-Q for the Quarterly Period Ended June 30, 2018
Filed August 2, 2018
File No. 001-35106
Dear Mr. Sullivan:
            We have limited our review of your filing to the financial statements and related
disclosures 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-Q for the Quarterly Period Ended June 30, 2018
Content licensing revenue, page 7
1.Please provide us your analysis regarding identifying performance obligations in your
content licensing arrangements.  Tell us if these arrangements contain content libraries
and, if so, how you have considered whether existing content and new content represent
separate performance obligations.  In addition, please clarify how you have considered
judgments in determining both amounts allocated to and the timing of satisfaction of the
related performance obligations.  Refer to ASC 606-10-50-12 and ASC 606-10-50-17.

 FirstName LastNameSean Sullivan
 Comapany NameAMC Networks Inc.
 August 21, 2018 Page 2
 FirstName LastName
Sean Sullivan
AMC Networks Inc.
August 21, 2018
Page 2
Subscription fee revenue, page 7
2.Please help us better understand the nature of services transferred to your customers
within your affiliation agreements.  Tell us if you have combined any services for the
purposes of determining your performance obligations.  Specifically address whether
these arrangements contain a video-on-demand library.  Please also describe the
judgement used in determining both the timing of satisfaction and amounts allocated to
each performance obligation.  Refer to 606-10-50-12 and 606-10-50-17.
3.Please tell us your basis for recognizing revenue related to your fixed fee affiliation
agreements based on the invoiced amount or on a straight-line basis.  In this regard, tell us
if you believe these arrangements contain a functional license of intellectual property.
Note 2. Revenue Recognition
Advertising, page 8
4.We note certain advertising contracts have guarantees of audience member views.  We
also note your disclosure at the bottom of page 8 that a portion of the related revenue is
deferred if the guaranteed ratings are not met.  Please clarify if these guarantees are
treated as variable consideration in determining your transaction price.  Refer to ASC 606-
10-32-5 and 606-10-50-20.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Inessa Kessman, Senior Staff Accountant at 202-551-3371 or Carlos
Pacho, Senior Assistant Chief Accountant at 202-551-3835 with any questions.
Sincerely,
Division of Corporation Finance
Office of Telecommunications

Mail Stop 4628

October  26, 2017

Via E -mail
Sean S. Sullivan
Executive Vice President and Chief Financial Officer
AMC Networks, Inc.
11 Penn Plaza
New York, NY 10001

Re: AMC Networks, Inc.
10-K for Fiscal Year Ended December 31, 2016
 Filed February 24, 2017
 File No. 001 -35106

Dear Mr. Sullivan :

We refer you to our comment letter dated September 29 , 2017, regarding business
contacts with Sudan and Syria.  We have completed our review of this subject matter.  We
remind you that the company and its management are responsible for the accuracy and adequacy
of their disclosures, notwithstanding any review , comments, action or absence of action by the
staff.

Sincerely,

 /s/ Cecilia Blye

Cecilia Blye, Chief
Office of Global Security Risk

cc: Larry Spirgel
  Assistant Director
Division of Corporation Finance

Chris Wymbs
Executive Vice President and Chief Accounting Officer
AMC Networks, Inc.

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October 12, 2017

Ms. Cecilia Blye, Chief

Office of Global Security Risk

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549-0306

Re:    AMC Networks Inc.

Form 10-K for the Fiscal Year ended December 31, 2016

Filed February 24, 2017

File No. 001-35106

Dear Ms. Blye:

This letter responds to the comment letter from the Staff of the Securities and Exchange Commission (the “Staff”), dated September 29, 2017, concerning the Annual Report on Form 10-K for the fiscal year ended December 31, 2016 of AMC Networks Inc. (“we”, the “Company”  or “AMC Networks”) filed on February 24, 2017.

The Company appreciates the efforts of the Staff in this review process. We acknowledge that we are responsible for the accuracy and adequacy of our disclosures, notwithstanding any review, comments, action or absence of action by the Staff.

For reference purposes, the text of the Staff’s September 29, 2017 letter has been reproduced in this letter with the Company’s responses directly following the reproduced text.

General

1.

 Publicly available information indicates that you have agreements with beIN and OSN to distribute AMC content such as Outdoor Channel and Sundance Channel, and that both beIN and OSN operate in Sudan and Syria. Additionally, you state on page 5 of the 10-K that you deliver programming in countries in the Middle East and Africa, regions that include Sudan and Syria.

Sudan and Syria are designated by the Department of State as state sponsors of terrorism, and are subject to U.S. economic sanctions and export controls. Please describe to us the nature and extent of any past, current, and anticipated contacts with Sudan and Syria, whether through subsidiaries, affiliates, distributors, partners, customers, joint ventures or other direct or indirect arrangements. You should describe any services, products, information or technology you have provided to Sudan or Syria, directly or indirectly, and any agreements, commercial arrangements, or other contacts you have had with the governments of those countries or entities they control.

Company Response:

With respect to business operations in or with Syria and Sudan, AMC Networks confirms the following:

•

 AMC Networks has no direct or indirect business ties with the government of Syria or the government of Sudan or any entities that are owned or controlled by agencies or departments of the governments of either Syria or Sudan;

•

 AMC Networks has no subsidiaries, affiliates, employees, or offices of any kind in either Syria or Sudan; and

•

 AMC Networks has no sales to or agreements, commercial arrangements or other contacts with customers, distributors, resellers or other entities in Syria or Sudan.

As noted by the Staff, AMC Networks does have agreements with beIN Sports MENA W.L.L., which is incorporated and existing under the laws of the State of Qatar (“BeIN”), and Gulf DTH FZ LLC, a company licensed in the Dubai Technology and Media Free Zone Authority (“OSN”) to distribute its programming in certain countries located in the Middle East and Africa.  However, each of these agreements provides that the Company’s programming services/channels shall not be distributed in any country or

territory where the distribution of our programming is prohibited by any U.S. regulation or other applicable U.S. laws.  As such, we have not permitted either BeIN or OSN to distribute any of our programming in either Sudan or Syria and have confirmed with beIN and OSN that none of the Company’s programming has been distributed in Syria or Sudan.

As a U.S. company, AMC Networks is committed to compliance with all applicable U.S. trade and economic sanctions and export controls relating to Syria and Sudan or other sanctioned countries, entities or individuals.

2.

 Please discuss the materiality of any contacts with Sudan and Syria you describe in response to the comment above, and whether those contacts constitute a material investment risk for your security holders. You should address materiality in quantitative terms, including the approximate dollar amounts of any associated revenues, assets, and liabilities for the last three fiscal years and the subsequent interim period. Also, address materiality in terms of qualitative factors that a reasonable investor would deem important in making an investment decision, including the potential impact of corporate activities upon a company's reputation and share value. Various state and municipal governments, universities, and other investors have proposed or adopted divestment or similar initiatives regarding investment in companies that do business with U.S.-designated state sponsors of terrorism. You should address the potential impact of the investor sentiment evidenced by such actions directed toward companies that have operations associated with Sudan and Syria.

Company Response: As stated in our response to Comment 1, the Company has no known past, current or anticipated contacts with Sudan or Syria.  Accordingly, the Company believes that there is no quantitative or qualitative material investment risk for our security holders, and therefore it does not anticipate any associated investor divestment or similar initiatives.

If you have any questions or comments regarding the enclosed materials, please contact Jamie Gallagher, Executive Vice President and General Counsel at 646-273-3606 or Sean Sullivan, Chief Financial Officer, at 646-393-8135.

Very truly yours,

/s/ Sean S. Sullivan

Sean S. Sullivan

Executive Vice President and

Chief Financial Officer

cc:    Larry Spirgel, Assistant Director

               Division of Corporation Finance

Daniel Leslie, Staff Attorney

(Securities and Exchange Commission)

Joshua W. Sapan, President and Chief Executive Officer

James G. Gallagher, Executive Vice President and General Counsel

Chris Wymbs, Executive Vice President and Chief Accounting Officer

(AMC Networks Inc.)

John P. Mead, Esq.

(Sullivan & Cromwell LLP)

Frank Albarella

(KPMG LLP)

Mail Stop 4628

September  29, 2017

Via E -mail
Sean S. Sullivan
Executive Vice President and Chief Financial  Officer
AMC Networks , Inc.
11 Penn Plaza
New York, NY  10001

Re: AMC Networks , Inc.
10-K for Fiscal Year  Ended December 31, 2016
 Filed February 24, 2017
 File No. 001-35106

Dear  Mr. Sullivan :

We have limited our review of your filing to your contacts with countries that have been
identified as state sponsors of terrorism, and we have the following comments.  Our review with
respect to this issue does not preclude further review by the Assistant Director group with respect
to other issues.   In our comments , we ask you to provide us with information so we may bette r
understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstance s, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

General

1. Publicly available information indicates that you have agreements with beIN and OSN to
distribute AMC content such as O utdoor Channel and Sundance Channel, and that both
beIN and OSN operate in Sudan and Syria.  Additionally, you state on page 5 of the 10 -K
that you deliver programming in countries in the Middle East and Africa, regions that
include Sudan and Syria.

Sudan and Syria are designated by the Department of State as state sponsors of terrorism,
and are subject to U.S. economic sanctions and export controls.  Please describe to us the
nature and extent of any past, current, and anticipated contacts with Sudan an d Syria,
whether through subsidiaries, affiliates, distributors, partners, customers, joint ventures or
other direct or indirect arrangements.  You should describe any services, products,
information or technology you have provided to Sudan or Syria, direc tly or indirectly,

Sean S. Sullivan
AMC Networks , Inc.
September 29 , 2017
Page 2
 and any agreements, commercial arrangements, or other contacts you have had with the
governments of those countries or entities they control.

2. Please discuss the materiality of any contacts with Sudan and Syria you describe in
response t o the comment above, and whether those contacts constitute a material
investment risk for your security holders.  You should address materiality in quantitative
terms, including the approximate dollar amounts of any associated revenues, assets, and
liabili ties for the last three fiscal years and the subsequent interim period.  Also, address
materiality in terms of qualitative factors that a reasonable investor would deem
important in making an investment decision, including the potential impact of corporate
activities upon a company's reputation and share value.  Various state and municipal
governments, universities, and other investors have proposed or adopted divestment or
similar initiatives regarding investment in companies that do business with U.S. -
designated state sponsors of terrorism.  You should address the potential impact of the
investor sentiment evidenced by such actions directed toward companies that have
operations associated with Sudan and Syria.

We remind you that the company and its manage ment are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

You may contact Daniel Leslie, Staff Attorney, at (202) 551 -3876 or me at (202) 551 -
3470 if you have any questions about the comments or our review.

Sincerely,

 /s/ Cecilia Blye

Cecilia Blye, Chief
Office of Global Security Risk

cc: Larry Spirgel
  Assistant Director
Division of Corporation Financ e

Chris Wymbs
Executive Vice President and Chief Accounting Officer
AMC Networks , Inc.

Mail Stop 3720

June 7, 2017

Sean S. Sullivan
Chief Financial  Officer
AMC Networks, Inc.
11 Penn Plaza
New York, New York  10001

Re: AMC Networks, Inc.
 Form 10 -K for Fiscal Year  Ended December 31, 201 6
Filed February 24, 2017
File No. 001-35106

Dear Mr. Sullivan :

We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence of action by the staff .

Sincerely,

 /s/ Larry Spirgel

 Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications

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June 6, 2017

Mr. Larry Spirgel

Assistant Director

AD Office 11 - Telecommunications

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-K for the Fiscal Year ended December 31, 2016

Filed February 24, 2017

File No. 001-35106

Dear Mr. Spirgel:

This letter responds to the comment letter from the Staff of the Securities and Exchange Commission (the “Staff”), dated May 24, 2017, concerning the Annual Report on Form 10-K for the fiscal year ended December 31, 2016 of AMC Networks Inc. (“we” or the “Company”) filed on February 24, 2017.

The Company appreciates the efforts of the Staff in this review process. We acknowledge that we are responsible for the accuracy and adequacy of our disclosures, notwithstanding any review, comments, action or absence of action by the Staff.

For reference purposes, the text of the Staff’s May 24, 2017 letter has been reproduced in this letter with the Company’s responses directly following the reproduced text. The section sub-header and page number in each comment refers to the 8-K filed May 4, 3017.

Form 8-K filed May 4, 2017

1.

 We note your presentation of the non GAAP measure “LTM Adjusted Operating Income,” which you define as, reported Adjusted Operating Income for the trailing twelve months. In your next earning release, please revise your presentation to provide the disclosures required by Item 10 (e)(1)(i) of Regulation S-K, including a reconciliation of GAAP operating income for the trailing twelve months to LTM Adjusted Operating income.

Company Response: The Company will amend its presentation of LTM Adjusted Operating Income to include a reconciliation of GAAP operating income to Adjusted Operating Income for the twelve month period then ended. By way of example, the page referencing LTM Adjusted Operating Income of the earnings release included in the Form 8-K filed on May 4, 2017 would be revised as presented in the attached Exhibit (additions and deletions are reflected in underline font and strike-through font, respectively). In addition, please refer to page 3 of such earnings release under the heading “Description of Non-GAAP Measures” for the disclosures required by Item 10 (e)(1)(i) of Regulation S-K, which we will continue to provide in the future.

If you have any questions or comments regarding the enclosed materials, please contact Christian Wymbs, Chief Accounting Officer, at 646-273-3571 or Sean Sullivan, Chief Financial Officer, at 646-393-8135.

Very truly yours,

/s/ Sean S. Sullivan

Sean S. Sullivan

Executive Vice President and

Chief Financial Officer

/s/ Christian B. Wymbs

Christian B. Wymbs

Executive Vice President and

Chief Accounting Officer

cc:    Carlos Pacho

Inessa Kessman

Ivette Leon

Paul Fischer

(Securities and Exchange Commission)

Joshua W. Sapan, President and Chief Executive Officer

James G. Gallagher, Executive Vice President and General Counsel

(AMC Networks Inc.)

John P. Mead, Esq.

(Sullivan & Cromwell LLP)

Frank Albarella

(KPMG LLP)

Exhibit

AMC NETWORKS INC.

SUPPLEMENTAL FINANCIAL DATA

 (In thousands)

(Unaudited)

Capitalization

 March 31, 2017

Cash and cash equivalents

 $

 403,648

Credit facility debt (a)

 $

 1,202,500

Senior notes (a)

 1,600,000

Total debt

 $

 2,802,500

Net debt

 $

 2,398,852

Capital leases

 38,610

Net debt and capital leases

 $

 2,437,462

 Twelve Months Ended

March 31, 2017

Operating Income (GAAP)

 $

 630,420

Share-based compensation expense

 43,196

Restructuring expense

 32,242

Impairment charges

 67,805

Depreciation and amortization

 88,639

LTM Adjusted Operating Income (b)(Non-GAAP)

 $

 862,302

Leverage ratio (c)(b)

 2.8 x

(a)

 Represents the aggregate principal amount of the debt.

(b)

 Represents reported Adjusted Operating Income for the trailing twelve months.

(b)

 Represents net debt and capital leases divided by LTM Adjusted Operating Income for the twelve months ended March 31, 2017.

This ratio differs from the calculation contained in the Company's credit facility.

No adjustments have been made for consolidated entities that are not 100% owned, such as BBC AMERICA.

Free Cash Flow

 Three Months Ended March 31,

 2017

 2016

Net cash provided by operating activities

 $

 144,870

 $

 167,384

Less: capital expenditures

 (20,206

 )

 (12,387

 )

Less: distributions to noncontrolling interests

 (11,712

 )

 (8,968

 )

Free cash flow

 $

 112,952

 $

 146,029

Mail Stop 3720

May 24, 2017

Sean S. Sullivan
Chief Financial  Officer
AMC Networks, Inc.
11 Penn Plaza
New York, New York  10001

Re: AMC Networks, Inc.
 Form 10 -K for Fiscal Year  Ended December 31, 201 6
Filed February 24, 2017
File No. 001-35106

Dear Mr. Sullivan :

We have reviewed your filing and have the following comment.  Please comply with the
following comment in future filings.  Confirm in writing that you will do so and explain to us
how you intend to comply.

Please respond to this comment  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comment appl ies to your facts and circumstances , please tell us why in your response.

After reviewing your response to th is comment, we may have additional comments.

Form 8-K filed May 4, 2017
1. We note your presentation of the non GAAP measure “LTM Adjusted Operating
Income,” which you define as, reported Adjusted Operating Income for the trailing
twelve months. In your next earning release, please revise your presentation  to provide
the disclosures required by Item  10 (e) (1)(i)  of Regulation S -K, including a reconciliation
of GAAP operating income for the trailing twelve months to LTM Adjusted Operating
income.

Sean S. Sullivan
AMC Networks, Inc.
May 24, 2017
Page 2

 We remind you that the company and its management are res ponsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

You may contact Inessa Kessman, Senior Staff Accountant at 202-551-3371 or Ivette
Leon, Assistant Chief Accountant  at 202-551-3351  if you have questions regarding comments on
the financial statements and related matters.  Please contact  Paul Fischer, Staff Attorney at 202-
551-3451 or me at (202) 551 -3810  with any other questions.

Sincerely,

 /s/ Carlos Pacho for

 Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications

July 28, 2015

Sean S. Sullivan
Chief Financial  Officer
AMC Networks, Inc.
11 Penn Plaza
New York, NY  10001

Re: AMC Networks, Inc.
 Form 10 -K for Fiscal Year Ended December 31, 2014
Filed February 26, 2015
File No. 001-35106

Dear Mr. Sullivan :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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.  We urge all persons who are res ponsible 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 rules require.

Sincerely,

 /s/ Terry French for

 Carlos Pacho
Senior Assistant Chief Acco untant

CORRESP
1
filename1.htm

		Comment Letter Response July 9, 2015

July 22, 2015

Mr. Carlos Pacho

Senior Assistant Chief Accountant

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-K for the Fiscal Year ended December 31, 2014

Filed February 26, 2015

File No. 001-35106

Dear Mr. Pacho:

This letter responds to the comment letter (the “Comment Letter”) from the Staff of the Securities and Exchange Commission (the “Staff” or the “Commission”), dated July 9, 2015, concerning the Annual Report on Form 10-K for the fiscal year ended December 31, 2014 (the “2014 Form 10-K”) of AMC Networks Inc. (“we” or the “Company”) filed on February 26, 2015.

The Company appreciates the efforts of the Staff in this review process. Enhancement of the overall disclosures in our filings is an objective that we continuously strive to achieve. In connection with responding to the Staff’s comments, we acknowledge that (i) the Company is responsible for the adequacy and accuracy of the disclosures in our filings; (ii) Staff comments or our changes to disclosure in response to the Staff comments do not foreclose the Commission from taking any action with respect to the 2014 Form 10-K; and (iii) 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.

For reference purposes, the text of the Staff’s July 9, 2015 letter has been reproduced in this letter with the Company’s responses directly following the reproduced text. The section sub-header and page number in each comment refers to the 2014 Form 10-K.

Form 10-K for the fiscal year ended December 31, 2014

Note 3. Acquisitions, page F-15

BBC America, page F-15

1.

 We note from your response to comment two of our letter dated June 17, 2015, your description of the authority of the Editorial Committee and what that authority excludes. Please expand upon your description to explain the activities of the Editorial Committee and contrast further its activities with the programming decision-making that is performed by the Operations Committee. Examples may promote our understanding of the activities of each committee as it relates to programming decision-making. In addition, explain to us why the actions undertaken by the Editorial Committee do not represent a most important activity of the Joint Venture.

Company Response: The authority of the Editorial Committee is to review the Joint Venture’s compliance with the British Broadcasting Corporation's ("BBC") editorial and content guidelines which are established in the United Kingdom.  The activities of the Editorial Committee are intended to provide oversight protection of the BBC brands and consist of the following:

•

 review compliance of the Joint Venture’s activities subject to BBC guidelines;

•

 review the channel vision delivered by the General Manager;

•

 on a quarterly basis, review the Joint Venture's activities during the previous quarter, including: marketing campaigns, communicate any material changes in the BBC guidelines and any guidance issued to the Joint Venture in relation to the application of the  BBC guidelines;

•

 act as a forum for preview of the Joint Venture's editorial pipeline, including: programming content and marketing and promotional priorities;

Page 1 of 3

•

 determine, in its reasonable business judgment, whether the use of any programming would have a material adverse effect on the long-term integrity of the BBC brands and accordingly, direct the Joint Venture not to use such programming;

•

 act as a forum for the Joint Venture members’ input on key editorial issues; and

•

 act as a referral point for questions of compliance with BBC guidelines.

As a result of the above activities, if the Editorial Committee determines, in its reasonable judgment, that the use of any programming would have a material adverse effect on the long-term integrity of the BBC brands, the Joint Venture is notified of an editorial grievance and is provided a reasonable amount of time to resolve the grievance.  Because the Operations Committee has operational control over the Joint Venture, it may choose not to resolve the grievance. In the event the Joint Venture chooses not to resolve a grievance, a process of discontinuing the use of the BBC brands would begin. It is management’s intention to stay within the BBC guidelines.

In contrast, the activities that are performed under the direction of the Operations Committee consist of all operating decisions  necessary for the day to day running of the Joint Venture, including negotiation of affiliation agreements, setting the operating and capital budgets, and program decision-making.  Specifically, the programming decision-making activities include (i) scheduling and selection of content acquisitions, (ii) negotiation of content acquisitions, and (iii) day to day editorial decisions on questions of compliance with BBC guidelines.

As noted above, the actions of the Editorial Committee are of an oversight nature.  To emphasize, the Editorial Committee’s authority is limited to the ability to remove the BBC brand should the Joint Venture choose not to cure an editorial grievance; however, the Joint Venture would continue its operations. As a result, we determined that the rights of the Editorial Committee are not deemed to represent a most important activity as it relates to control of the operations of the Joint Venture, and are instead, protective in nature.

2.

 We note from your disclosure on page 53 that BBCW’s put right is only exercisable on the fifteenth and twenty-fifth year anniversary of the agreement. Please explain to us why you believe BBCW’s put right is substantive.

Company Response: Our evaluation of BBCW’s put right was to determine whether BBCW’s equity should be considered part of the equity at risk group as part of our variable interest entity (“VIE”) analysis. As noted in our June 17 response, we concluded that BBCW’s equity was not considered “at risk” because the put right on BBCW's investment guarantees them a return that is at least equal to their initial investment.  We do not believe the timing of BBCW’s right to exercise on the 15th or 25th anniversary affects that assessment because the put right provides a level of protection against downside risk to BBCW that is not consistent with a typical at-risk investment.

We also determined that regardless of whether we consider BBCW’s investment to be equity-at-risk, the Joint Venture would still not be a VIE since (a) the equity at risk was sufficient to finance the activities without additional subordinated financial support (based solely on AMC New Video's investment) and (b) AMC New Video, as the sole equity at risk investor, has the ability to make decisions about activities that have a significant effect on the success of the Joint Venture.  If BBCW’s investment were to be included, there would be additional equity at risk which, already has been determined to be sufficient without such investment.  Further, the power over significant activities under ASC 810-10-15-14(b) would still be held by the equity investors as a group which would include both AMC New Video and BBCW.  However, as indicated in the June 17 response, and above in our response to comment 1, AMC New Video’s ability to control the Joint Venture through the Operations Committee would not be affected.   With respect to the put right, we note that the put option is not equivalent to a kick-out right, so the timing of potential exercise is less important from a governance perspective.

*****

Page 2 of 3

If you have any questions or comments regarding the enclosed materials, please contact John Giraldo, Chief Accounting Officer, at (646) 273-3571.

Very truly yours,

/s/ Sean S. Sullivan

Sean S. Sullivan

Executive Vice President and

Chief Financial Officer

/s/ John P. Giraldo

John P. Giraldo

Chief Accounting Officer

cc:    Terry French

Inessa Kessman

(Securities and Exchange Commission)

Joshua W. Sapan, President and Chief Executive Officer

James G. Gallagher, Esq., Executive Vice President and General Counsel

(AMC Networks Inc.)

John P. Mead, Esq.

(Sullivan & Cromwell LLP)

Frank Albarella

(KPMG LLP)

Page 3 of 3

July 9, 2015

Sean S. Sullivan
Chief Financial  Officer
AMC Networks, Inc.
11 Penn Plaza
New York, NY  10001

Re: AMC Networks, Inc.
 Form 10 -K for Fiscal Year Ended December 31, 2014
Response Dated June 17 , 2015
File No. 001-35106

Dear Mr. Sullivan :

We have reviewed  your June 17, 2015 response to our comment letter 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 these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and  circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have additional comments.

Note 3. Acquisitions, page F -15

BBC America, page F -15

1. We note  from your response to comment two  of ou r letter dated June 17, 2015, your
description of the authority of the Editorial Committee and what that authority excludes.
Please expand upon your description to explain the activities of the Editorial Committee
and contrast further its activities with the programming decision -making that is
performed by the Operations Committee.  Examples may promote our understanding of
the activities of each committee as it relates to programming decision -making.  In
addition, explain to us why the actions undertaken by the Editorial Committee do not
represent a most important activity of the Joint Venture.

2. We note from your disclosure on page 53 that BBCW’s put right is only exercisable on
the fifteenth and twenty -fifth year anniversary of the agreement.  Please expl ain to us
why you believe BBCW’s put right is substantive.

Sean S. Sullivan
AMC Networks, Inc.
July 9 , 2015
Page 2

You may contact Inessa Kessman , Senior Staff Accountant,  at 202-551-3371  or Terry
French , Accounting Branch Chief,  at 202-551-3828  or me at (202) 551 -3810 with any questions.

Sincerely,

 /s/ Terry French for

 Carlos Pacho
Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

		Comment Letter Response June 4, 2015

June 17, 2015

Mr. Carlos Pacho

Senior Assistant Chief Accountant

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-K for the Fiscal Year ended December 31, 2014

Filed February 26, 2015

File No. 001-35106

Dear Mr. Pacho:

This letter responds to the comment letter (the “Comment Letter”) from the Staff of the Securities and Exchange Commission (the “Staff” or the “Commission”), dated June 4, 2015, concerning the Annual Report on Form 10-K for the fiscal year ended December 31, 2014 (the “2014 Form 10-K”) of AMC Networks Inc. (“we” or the “Company”) filed on February 26, 2015.

The Company appreciates the efforts of the Staff in this review process. Enhancement of the overall disclosures in our filings is an objective that we continuously strive to achieve. In connection with responding to the Staff’s comments, we acknowledge that (i) the Company is responsible for the adequacy and accuracy of the disclosures in our filings; (ii) Staff comments or our changes to disclosure in response to the Staff comments do not foreclose the Commission from taking any action with respect to the 2014 Form 10-K; and (iii) 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.

For reference purposes, the text of the Staff’s June 4, 2015 letter has been reproduced in this letter with the Company’s responses directly following the reproduced text. The section sub-header and page number in each comment refers to the 2014 Form 10-K.

Form 10-K for the fiscal year ended December 31, 2014

Cash Flow Discussion, page 49

Continuing Operations, page 50

1.

 Your discussion of net cash provided by operating activities does not appear to contribute substantively to an understanding of your historical cash flows. When preparing the discussion and analysis of operating cash flows, you should address material changes in the underlying drivers that affect these cash flows. Please revise your disclosures to include a discussion of the underlying reasons for changes in working capital accounts that affect operating cash flows.

Company Response: In response to the Staff’s comment, we will include a discussion of the underlying reasons for changes in the working capital accounts that materially affect operating cash flows. By way of example, the first paragraph of the section titled “Operating Activities” on page 50 of the 2014 Form 10-K would be enhanced to incorporate the following language (additions and deletions are reflected in underline font and strike-through font, respectively):

Net cash provided by (used in) operating activities amounted to $375,762 for the year ended December 31, 2014 as compared to $(49,463) for the year ended December 31, 2013. In 2014, net cash provided by operating activities resulted from $1,031,242 of net income before depreciation and amortization and other non-cash items, which was partially offset by payments for program rights of $690,237. Additionally, accounts payable, accrued expenses and other liabilities increased $87,472 primarily due to higher accrued participation and employee related liabilities at December 31, 2014 as compared to the prior year. Accounts receivable, trade, increased $72,984 at December 31, 2014 as compared to the prior year primarily driven by higher revenues as well as timing of cash receipts.  Additionally, Changes in all other assets and liabilities during the year resulted in an increase in cash of $20,269 $34,757.

Page 1 of 5

Note 3. Acquisitions, page F-15

BBC America, page F-15

2.

 We note that on October 23, 2014 you acquired 49.9% ownership in BBC America. Referring to your basis in the accounting literature, tell us how you determined that you should consolidate this joint venture.

Company Response:  On October 23, 2014, AMC New Video Holdings LLC (“AMC New Video”), a wholly-owned subsidiary of the Company, acquired 49.9% of New Video Channel America, LLC, which operates the cable channel BBC AMERICA (the “Joint Venture”). In addition, AMC New Video and BBC Worldwide Americas, Inc. (“BBCW”) entered into a Second Amended and Restated Limited Liability Company Agreement (the “Joint Venture Agreement”) that sets forth certain rights and obligations of the parties, including certain put rights. In order to better understand the consolidation analysis, a summary of some of the key terms of the Joint Venture Agreement are set out below:

The Joint Venture is managed and controlled by the Operations Committee, which consists of five designees: three appointees designated by AMC New Video and two appointees designated by BBCW. Pursuant to the terms of the Joint Venture Agreement, other than the rights of the Board of Managers and Editorial Committee as described below, the Operations Committee has full, complete and exclusive authority to manage and control the business, affairs and properties of the Joint Venture.

The terms of the Joint Venture Agreement also provide each of the parties with certain put rights.  AMC New Video has certain put rights of its interest in the Joint Venture to BBCW at the then fair market value.  BBCW has a put right of its interest in the Joint Venture to AMC New Video at the greater of the then fair market value or the initial closing value (i.e. the value of BBCW’s equity interest on October 23, 2014). There are no kick-out rights held by either party.

Consolidation analysis:

Variable Interest Model: Pursuant to the guidance in ASC 810-10, our consolidation analysis first considered whether the joint venture was a variable interest entity (“VIE”). An entity is a VIE if it has any of the following characteristics (ASC 810-10-15-14):

a.

 The total equity investment (equity investments in a legal entity are interests that are required to be reported as equity in that entity's financial statements) at risk is not sufficient to permit the legal entity to finance its activities without additional subordinated financial support provided by any parties, including equity holders.

For this condition, we evaluated the sufficiency of the Joint Venture’s equity excluding BBCW’s investment, since it was not considered to be equity “at risk”.  This determination was made based on BBCW’s put right on its investment which guarantees them a return at least equal to their initial investment, as discussed above.

In assessing the sufficiency of the equity investment at risk (in this case AMC New Video’s equity), we performed a qualitative analysis as follows:

•

 The amount of AMC New Video’s equity in relation to the Joint Venture’s total assets is well in excess of the 10% threshold considered in ASC 810-10.

•

 The nature of the Joint Venture’s operations do not suggest that they are engaged in high-risk activities, hold high-risk assets or have exposure to risks that are not reflected in the reported amounts of assets or liabilities such that a higher level of equity at risk would be required.  In other words, based on the nature of the operations (long-term carriage agreements providing stabilized revenues and long-term programming agreements stabilizing costs), there is not a high-degree of economic risks inherent in the Joint Venture’s activities.

•

 The design of the Joint Venture and the intentions of the investors do not suggest that there is a limited life or tightly constrained activities, nor are there any unusual arrangements that appear designed to provide subordinated financial support.

b.

 As a group, the holders of the equity investment at risk lack the ability to direct the activities of the legal entity that most significantly impact its economic performance.

As further described below, AMC New Video is considered to control the Joint Venture through its majority voting power of the Operations Committee and that control includes powers over its most important activities.  AMC New Video is also considered to have the obligation to absorb expected losses and the right to receive expected residual returns.

We also considered the disproportionality between the voting rights and the rights to absorb expected losses or receive expected residual returns and concluded that substantially all of the Joint Venture’s activities do not involve or are not conducted on behalf of an investor that has disproportionately few voting rights (in this case BBCW). The evaluation of the rights of both investors below provides additional information with respect to this condition.  In addition, BBCW was not considered to be a related party to AMC New Video; therefore, this condition is not automatically met.

Page 2 of 5

Based on the factors above, the Joint Venture does not possess the characteristics of a VIE.   Because the Joint Venture is not a VIE, the evaluation of consolidation is based on the voting interest model.

Voting Interest Model: Ownership of a majority voting interest is generally the determining factor for a controlling financial interest. However, there is no precise definition of "control" as it applies to consolidation and related matters in the authoritative accounting literature. ASC 850-10-20 states that control is the “possession, direct or indirect, of the power to direct or cause the direction of the management and policies of an entity through ownership, by contract, or otherwise” (see also SEC Regulation S-X, Rule 210.1-02(g)). ASC 810-10-15-8 indicates that owning more than 50 percent of the outstanding voting stock of a company will generally result in control and consolidation. However, because there are exceptions to this rule, conclusions about control should be based on an evaluation of the specific facts and circumstances. We evaluated the specific facts and circumstances of the Joint Venture as follows:

Our evaluation of control began with a review of the rights granted to the Operations Committee, which consists of five designated appointees: AMC New Video has three appointees and BBCW has two appointees.  As noted above, pursuant to the terms of the Joint Venture Agreement, the Operations Committee has full, complete and exclusive authority to manage and control the business, affairs and properties of the Joint Venture.  Without limitation of the foregoing, the Operations Committee has full, complete and exclusive authority to cause the Joint Venture to take any action or refrain from taking any action. The actions of the Operations Committee require the approval of a majority of the appointees.

In addition to the Operations Committee, two other committees with limited rights were also created pursuant to the terms of the Joint Venture Agreement: a Board of Managers and an Editorial Committee. Our evaluation of control also included a review of the rights granted to these committees, with consideration to the guidance in ASC 810-10-25-1 through 14, as follows:

The Board of Managers consists of three appointees by BBCW and two appointees by AMC New Video.  The actions of the Board of Managers require approval of at least one AMC New Video Board member and one BBCW Board member.  None of the actions requiring approval by the Board of Managers relate to the operating decisions of the Joint Venture that are made in the ordinary course of its operations.

The following actions of the Joint Venture require approval by the Board of Managers:

•

 merge or consolidate with or into any other person;

•

 acquire or divest any business or series of businesses, whether involving the acquisition or divesture of assets or securities thereof, other than any such acquisitions or divestures either made in the ordinary course of business or having a value which does not exceed $15 million (such amount is intended to allow for ordinary course of business operations to occur, but provide protection to the investors);

•

 incur any debt, or grant any liens on any of its assets, other than the payment of amounts made in the ordinary course of business operations having a value which does not exceed $15 million (such amount is intended to allow for ordinary course of business operations to occur, but provide protection to the investors);

•

 commence any legal proceedings for its liquidation, or file a petition under any bankruptcy or similar law;

•

 change its certificate of formation or limited liability company agreement (or similar organizational document with a different name);

•

 re-brand any network programming services operated by the Company or any of its subsidiaries, including, without limitation, “BBC America,” but only if the BBC brand is being used for such programming service. (Note: the use of the BBC brand is not considered essential to the ongoing operations of the Joint Venture and there is currently no intention by any of the investors to remove the BBC brand);

•

 make any commitment to a joint venture, other than any such commitment which does not exceed $15 million (such amount is intended to allow for ordinary course of business operations to occur, but provide protection to the investors);

•

 amend the Editorial Framework Agreement (Note: the Editorial Framework Agreement does not give BBCW any substantive participating rights. Rather, it is the document that provides the framework for the BBC brand and governs the brand reviews);

•

 amend the Management Agreement (Note: the Management Agreement governs the services provided by a wholly-owned subsidiary of the Company to support the operations of the Joint Venture. Rights provided to each party over “self-dealing” or related party transactions, such as those included in the Management Agreement, are not considered substantive participating rights);

•

 enter into or amend any contract, or enter into any transaction, with an affiliate of the Joint Venture, other than on an arm’s length basis;

•

 change the fundamental nature or purpose of the Joint Venture as compared to the nature or purpose of the Joint Venture on the date of the closing (i.e. October 23, 2014);

Page 3 of 5

•

 except for required tax distributions, pay any distribution to its equity holders, or authorize or declare any such distribution; and

•

 issue any interests or securities exercisable or exchangeable for, or convertible into interests in the Joint Venture.

Each of the above rights granted to the Board of Managers was evaluated and determined to be a protective right and therefore was not considered as providing any control over the ordinary course of business operations of the Joint Venture.

The final aspect of the review over the rights and powers of the investors was a consideration of the authority of the Editorial Committee, on which AMC New Video has two appointees and BBCW has three. The Editorial Committee’s purpose is to ensure the integrity and highest possible standards of the BBC brand.  The authority of the Editorial Committee is to review the Joint Venture’s compliance with BBC guidelines and determine, in its reasonable judgment, whether the use of any programming would have a material adverse effect on the long-term integrity of the BBC brand and accordingly direct the Joint Venture not to use such programming.  The authority of the Editorial Committee specifically excludes (i) involvement in the day to day editorial running of the services, including matters such as scheduling or individual content acquisitions, (ii) negotiation of content acquisition, and (iii) day to day editorial decisions on editorial compliance issues.

Based on our evaluation of the rights granted to the Editorial Committee, none of the rights were deemed to represent substantive participating rights.

Conclusion: Based on a review of the rights of both AMC New Video and BBCW, we determined that AMC New Video has the power to control the Joint Venture. In

June 4, 2015

Sean S. Sullivan
Chief Financial  Officer
AMC Networks, Inc.
11 Penn Plaza
New York, NY  10001

Re: AMC Networks, Inc.
 Form 10 -K for Fiscal Year Ended December 31, 2014
Filed February 26, 2015
File No. 001-35106

Dear Mr. Sullivan :

We have limited our review  of your filing  to the financial statements and related
disclosures and have the following comments.  Please comply with the following comments in
future  filings.  Confirm in writing that you will do so and explain to us how you intend to
comply.   In some of our comments, we may ask you to provide us with information so we may
better understand your disclosure.

Please respond to these comments  within ten  busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response t o these  comments, we may have  additional comments.

Cash Flow Discussion, page 49

Continuing Operations, page 50

1. Your discussion of net cash provided by operating activities does not appear to contribute
substantively to an understanding of your historical cash flows. When preparing the
discussion and analysis of operating cash flows, you should address material changes in
the underlying drivers that affect these cash flows. Please revise your  disclosures to
include a discussion of the underl ying reasons for changes in working capital accounts
that affect operating cash flows.

Sean S. Sullivan
AMC Networks, Inc.
June 4, 2015
Page 2

 Note 3. Acquisitions, page F -15

BBC America, page F -15

2. We note that on October 23, 2014 you acquired 49.9% ownership in BBC America.
Referring to your basis in t he accounting literature, tell us how you determined that you
should consolidate this joint venture.

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 informa tion the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the discl osures they have made.

 In responding to our comments, please provide  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 fe deral securities laws of the United States.

You may contact Inessa Kessman , Senior Staff Accountant,  at 202-551-3371  or Terry
French , Accounting  Branch Chief,  at 202-551-3828  or me at (202) 551 -3810 with any questions.

Sincerely,

 /s/ Terry French for

 Carlos Pacho
Senior Assistant Chief Accountant

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

September 2, 2014

Via E -mail
Ms. Anne Kelly
Assistant General Counsel
AMC Networks, Inc.
11 Penn Plaza
New York, New York 10001

Re:  AMC Networks , Inc.
Form 10-K for the Year Ended December 31, 2013
Filed February 27, 2014
Definitive Proxy Materials on Schedule 14A
Filed April 29, 2014
File No. 001 -35106

Dear Ms. Kelly :

We have completed our review of your filing s. We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from
taking any action with respect to the company or the filing  and the company may not assert
staff comments as a defense i n any proceeding initiated by the Commission or any person
under the federal securities laws of the United States.  We urge all persons who are
responsible for the accuracy and adequacy of the disclosure in the filing  to be certain that the
filing  include s the information the Securities Exchange Act of 1934 and all applicable rules
require.

Sincerely,

  /s/ Terry French for

 Larry Spirgel
Assistant Director

CORRESP
1
filename1.htm

CORRESP

 CONFIDENTIAL

August 26, 2014

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-K for the Year Ended December 31, 2013

Filed February 27, 2014

Definitive Proxy Materials on Schedule 14A

Filed April 29, 2014

 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
“Staff” or the “Commission”), dated August 19, 2014, concerning the Annual Report on Form 10-K for the fiscal year ended December 31, 2013 (the “Form 10-K”) of AMC Networks Inc. (“we” or the
“Company”) filed on February 27, 2014 and the Company’s Definitive Proxy Materials on Schedule 14A (the “2014 Proxy Materials”).

The Company appreciates the efforts of the Staff in this review process. Enhancement of the overall disclosures in our filings is an objective
that we continuously strive to achieve. In connection with responding to your comments, we acknowledge that the Company (i) is responsible for the adequacy and accuracy of the disclosures in our filings; (ii) that the Staff comments or
changes to disclosure in response to the Staff comments do not preclude the Commission from taking any action with respect to the filing; and (iii) 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.

 For reference purposes, the text of your August 19,
2014 letter has been reproduced in this letter with responses directly following the reproduced text. The section sub-header and page number in each comment refers to the Company’s 2014 Proxy Materials.

 Page 1 of 3

 11 Penn Plaza

New York, NY 10001

 T 212.324.8500

www.amcnetworks.com

 CONFIDENTIAL

Definitive Proxy materials on Schedule 14A

Annual Cash Incentives, page 27

1.
Your introductory paragraph discloses that your NEOs are awarded bonuses under the CIP while other members of management are awarded bonuses under the MPIP. However, your third paragraph on page 28 indicates that
“[e]ach of our NEOs holds a corporate wide position and, as such his annual incentive award was based on company-wide achievement under the MPIP.” In future filings, please clarify which portion of the annual incentive awards paid by the
company to the NEOs, disclosed in paragraph 3 on page 28, were awarded under the CIP, and which portion were awarded under the MPIP. Also, please provide more fulsome disclosure concerning the nature of the “goals, strategies, operating
performance and growth initiatives” by which awards under the MPIP are determined. As applicable, please disclose target levels with respect to specific quantitative or qualitative performance-related factors considered in making awards
pursuant to the MPIP. Please refer to Instruction 4 to Item 402(b) of Regulation S-K.

 Company
Response: In future filings, beginning with our 2015 Definitive Proxy materials on Schedule 14A, we will clarify in our disclosure that the annual incentive awards paid by the Company to the NEOs are awarded solely under the CIP, and that as
part of exercising its negative discretion under the CIP, the Compensation Committee considers the amount of bonus that the NEO would have been awarded under the MPIP, the Company’s employee wide annual incentive bonus plan, had the NEO been a
participant in the MPIP.

 As required by Instruction 4 to Item 402(b) of Regulation S-K, we disclose the specific performance target
levels used under the CIP. We do not believe that disclosure of performance target levels under the MPIP is appropriate as that disclosure would not be material to an investor. The decision to reduce the incentive award amounts under the CIP is in
the discretion of the Compensation Committee and is not a formulaic decision. The performance factors under the MPIP are numerous and no single factor or group of factors is material to the determination of the incentive award payment to any NEO.
So, for example, in the 2014 performance year, there are approximately 40 different applicable performance factors under the MPIP, none of which account for more than 15% of the total. Further complicating the analysis, each of these factors has its
own individual weighting. Moreover, certain of the factors are subjective, not subject to quantitative disclosure. We believe that trying to disclose this information with any specificity would be confusing and would not provide meaningful
information to investors. In addition, certain of the factors are non-financial and highly proprietary standards, the disclosure of which would be competitively injurious to the Company.

 Page 2 of 3

 CONFIDENTIAL

 To
enhance the quality of the disclosure available to investors concerning this subject, in our 2015 Definitive Proxy materials on Schedule 14A, we will provide additional disclosure concerning the types of factors that come into play under the MPIP.
If you have any questions or comments regarding the enclosed materials, please call the undersigned at (646) 393-8154.

Very truly yours,

/s/ Anne G. Kelly

Anne G. Kelly

Senior Vice President, Corporate and Securities, and Secretary

cc:
Paul Fisher

 (Securities and Exchange Commission)

Joshua Sapan, President and Chief Executive Officer

Sean S. Sullivan, Executive Vice President and Chief Financial Officer

Jamie Gallagher, Esq., Executive Vice President and General Counsel

(AMC Networks Inc.)

 John P.
Mead, Esq.

 (Sullivan & Cromwell LLP)

Frank Albarella

 (KPMG LLP)

 Page 3 of 3

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

August 19, 2014

Via E -mail
Ms. Anne Kelly
Assistant General Counsel
AMC Networks, Inc.
11 Penn Plaza
New York, New York 10001

Re:  AMC Networks , Inc.
Form 10-K for the Year Ended December 31, 2013
Filed February 27, 2014
Definitive Proxy Materials on Schedule 14A
Filed April 29, 2014
File No. 001 -35106

Dear Ms. Kelly :

We have reviewed your filing s and have the following comment.  Please respond to
this letter within ten business days and indicate that you will comply with our comment in
future filings.   Confirm in writing that you will do so and also explain to us how you intend
to comply.  If you do not believe our comment  applies  to your facts and circumstances or do
not believe compliance in future disclosure is appropriate, please tell us why in your
response.

  After reviewing the information you provide in response to th is comment, we may
have additional comments.

Definitive Proxy Materials on Schedule 14A

Annual Cash Incentives, page 27

1. Your introductory paragraph discloses that your NEOs are awarded bonuses under the
CIP while other members of management are awarded bonuses under the MPIP .
However, your third paragraph on page 28 indicates that “[e]ach of our NEOs holds a

Ms. Anne Kelly
AMC Networks, Inc.
August 19, 2014
Page 2

 corporate wide position and, as such his annual incentive award was based on
company -wide achievement under the MPIP.”  In future filings, please clarify which
portion o f the annual incentive awards paid by the company to the NEOs, disclosed in
paragraph 3 on page 28, were awarded under the CIP, and which portion were
awarded under the MPIP. Also, please provide more fulsome disclosure concerning
the nature of the “goals,  strategies, operating performance and growth initiatives” by
which awards under the MPIP are determined. As applicable, please disclose target
levels with respect to specific quantitative or qualitative performance -related factors
considered in making awa rds pursuant to the MPIP. Please refer to Instruction 4 to
Item 402(b) of Regulation S -K.

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 Exchange Act rules require.   Since the company and
its management are in possession of all facts relating to a company’s disclosure, they are
responsible for the accuracy and adequacy of t he disclosures they have made.

 In responding to our comments, please provide  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.

Please contact Paul Fischer, Staff Attorney,  at 202-551-3415  or me at 202-551-3810
with any questions.

Sincerely,

 /s/ Terry French for

        Larry Spirgel
        Assistant Director
Cc: John P. Mead, Esq.

May 24, 201 2

Via e -mail:
Mr. Sean Sullivan
Chief Financial Officer
AMC Networks , Inc.
11 Penn Plaza
New York , New York  10001

Re: AMC Networks,  Inc.
Form 10-K for the fiscal year  ended  December  31, 201 1
Filed March  15, 201 2
  File No. 1-35106

Dear Mr. Sullivan :

 We have completed our review of your filing.  We remind you that our comments
or changes to disclosure in response to our comments do not foreclose the Commission from
taking any action with respect to the company or 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.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing  to be certain that the filing  include s the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

/s/ Terry French for

Larry Spir gel
Assistant D irector

CORRESP
1
filename1.htm

SEC Letter

 May 17, 2012

 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-K for the fiscal year ended December 31, 2011

Filed March 15, 2012

File No. 1-35106

 Dear Mr. Spirgel:

 This letter responds to the comment letter (the “Comment Letter”) from the Staff of the Securities and Exchange Commission (the “Staff” or the “Commission”), dated
May 4, 2012, concerning the Annual Report on Form 10-K for the fiscal year ended December 31, 2011 (the “2011 Form 10-K”) of AMC Networks Inc. (“we” or the “Company”) filed on March 15, 2012.

The Company appreciates the efforts of the Staff in this review process. Enhancement of the overall disclosures in our filings is an
important objective of the Company. In connection with responding to the Staff’s comments, we acknowledge that (i) the Company is responsible for the adequacy and accuracy of the disclosures in our filings; (ii) that the Staff comments or
our changes to disclosure in response to the Staff comments do not foreclose the Commission from taking any action with respect to the 2011 Form 10-K; and (iii) 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.

 For reference purposes, the comments
of the Staff’s May 4, 2012 letter have been reproduced in this letter with the text in bold and the Company’s responses are set forth directly following the reproduced comments. The section sub-header and page number in each comment
refers to the 2011 Form 10-K.

 In each of the Company’s responses below where the Company indicates it will provide
revised disclosures in the future, we have indicated the quarterly filing in which the Company will begin including such disclosures, which will be no later than the Quarterly Report on Form 10-Q (“Form 10-Q”) for the quarter ending
June 30, 2012.

 Page 1 of 11

 Form 10-K for the fiscal year ended December 31, 2011

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Business Overview, page 38

1.
We note the discussion in your fourth quarter earnings call where you mention your strategy of focusing in original programming, most significantly in scripted
originals on AMC. In this regard, please consider discussing, in the business overview section of your MD&A, your past and future initiatives and strategies in programming. It appears that this disclosure may provide investors insight into
material opportunities, challenges and risks, such as those presented by known material trends and uncertainties, on which you are most focused for both the short and long term, as well as the actions you are taking to address these opportunities,
challenges and risks. For additional guidance, refer to Item 303 of Regulation S-K as well as Part Four of the Commission’s Interpretive Release on Management’s Discussion and Analysis of Financial Condition and Results of Operation
which is located on our website at: http://www.sec.gov/rules/interp/33-8350.htm.

 Company Response: Consistent with
the guidance in Section 501.12 of the Financial Reporting Releases, the Company has sought to avoid repetitive disclosure in the 2011 Form 10-K when discussing its past and future initiatives and strategies in programming. The Company believes
that the discussion in our fourth quarter earnings call where the Company discussed its strategy of focusing on original programming and more specifically scripted originals is consistent with the description of these initiatives and strategies
contained in Item 1. Business of the 2011 Form 10-K. The Company also describes risks associated with our original programming strategy in Item 1A. Risk Factors of the 2011 Form 10-K. The following are several excerpts from the 2011 Form
10-K where the Company believes the Staff’s comment has been addressed. With respect to programming, on pages 4 and 5 under the headings “OUR STRENGTHS” and “OUR STRATEGY,” the Company states the following:

OUR STRENGTHS

 Compelling Programming. We continually refine our mix of programming and, in addition to our popular film content, have increasingly focused on highly visible, critically-acclaimed original
programming, including the award-winning Mad Men, Breaking Bad and The Walking Dead, which in 2011 was cable television’s highest rated drama ever among adults aged 18-49 and 25-54. Other popular series include The
Killing, Hell on Wheels, Braxton Family Values, Bridezillas, Portlandia and The Increasingly Poor Decisions of Todd Margaret. Our focus on quality original programming, targeting specific audiences, has allowed
us in recent years to increase our programming networks’ ratings and their viewership within these respective targeted demographics.

 OUR STRATEGY

 Our strategy is to maintain and improve our
position as a leading programming and entertainment company by owning and operating several of the most popular and award-winning brands in cable television that create engagement with audiences globally across multiple media and distribution
platforms. The key focuses of our strategy are:

 Continued Development of High-Quality Original
Programming. We intend to continue developing strong original programming across all of our programming networks to enhance our brands, strengthen our relationships with our viewers, distributors and advertisers, and increase distribution and
audience ratings. We believe that our continued investment in original

 Page 2 of 11

programming supports future growth in our two principal revenue streams — affiliation fee revenue from our distributors and advertising revenue. We also intend to continue to expand the
exploitation of our original programming across multiple media and distribution platforms.

 Increased
Control of Content. We believe that control (including long-term contract arrangements) and ownership of content is becoming increasingly important, and we intend to increase our control position over our programming content. We currently
control, own or have long-term license agreements covering significant portions of our content across our programming networks as well as in our independent film distribution business operated by IFC Films. We intend to continue to focus on
obtaining the broadest possible control rights (both as to territory and platforms) for our content.

 The Company describes the following
challenge to its original programming strategy in Item 1. Business of the 2011 Form 10-K on page 14, under the heading “COMPETITION:”

 COMPETITION

 Sources of Programming

We also compete with other programming networks to secure desired programming. Most of our original programming and all of
our acquired programming is obtained through agreements with other parties that have produced or own the rights to such programming. Competition for this programming will increase as the number of programming networks increases. Other programming
networks that are affiliated with programming sources such as movie or television studios or film libraries may have a competitive advantage over us in this area.

 The Company also describes the following risk to its original programming strategy in Item 1A. Risk Factors of the 2011 Form 10-K on page 19:

Our programming networks’ success depends upon the availability of programming that is adequate in quantity
and quality, and we may be unable to secure or maintain such programming.

 Our programming
networks’ success depends upon the availability of quality programming, particularly original programming and films, that is suitable for our target markets. While we produce some of our original programming, we obtain most of the programming
on our networks (including original programming, films and other acquired programming) through agreements with third parties that have produced or control the rights to such programming. These agreements expire at varying times and may be terminated
by the other party if we are not in compliance with their terms.

 We compete with other programming networks to
secure desired programming. Competition for programming has increased as the number of programming networks has increased. Other programming networks that are affiliated with programming sources such as movie or television studios or film libraries
may have a competitive advantage over us in this area. In addition to other cable programming networks, we also compete for programming with national broadcast television networks, local broadcast television stations, video-on-demand services and
Internet-based content delivery services, such as Netflix, iTunes and Hulu. Some of these competitors have exclusive contracts with motion picture studios or independent motion picture distributors or own film libraries.

We cannot assure you that we will ultimately be successful in negotiating renewals of our programming rights agreements or
in negotiating adequate substitute agreements in the event that these agreements expire or are terminated.

 However, in future filings,
beginning with the June 30, 2012 Form 10-Q, the Company will include the following disclosure in the Business Overview section of Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”),
highlighting some of our past and future initiatives and strategies in programming:

 Page 3 of 11

 To an increasing extent, the success of our business depends on original
programming, both scripted and unscripted, across all of our networks. In recent years, we have introduced a number of scripted original series, primarily on AMC, that have been critically acclaimed, award winning and commercially successful. These
successful series have resulted in higher audience ratings for our networks. Historically, in periods when we air original programming, our ratings have increased. In 2012, AMC expects to air five scripted original series. This may result in higher
audience ratings for AMC. Among other things, higher audience ratings drive increased revenues particularly through higher advertising revenues. The timing of exhibition and distribution of original programming varies from period to period, which
results in greater variability in our revenues, earnings and cash flows from operating activities.

 Scripted
original series require us to make up-front investments, which are often significant amounts. Not all of our programming efforts are commercially successful, which could result in a write-off of program rights. If it is determined that film or other
program rights have no future programming usefulness based on actual demand or market conditions, a write-off of the unamortized cost is recorded in technical and operating expense. For example, in 2011, we recorded program rights write-offs of
$18.3 million, of which approximately $17.6 million related to one scripted original series.

 See “ —
Critical Accounting Policies and Estimates” for a discussion of the amortization and write-off of program rights.

2.
We note your disclosure on page 40 stating that “We present AOCF as a measure of our ability to service our debt and make continuing investments”. If you
use this measure as a measure of liquidity, you should reconcile this measure to cash flows from operations. Please revise or advise.

 Company Response: The Company uses adjusted operating cash flow (“AOCF”) as a measure for evaluating its operating performance on both a business segment and consolidated basis.
Accordingly, the Company presents a reconciliation of AOCF to operating income, the most directly comparable measure under generally accepted accounting principles. As discussed in the Liquidity and Capital Resources section of the MD&A, on page
57 of the 2011 Form 10-K, cash generated from operating activities is the financial metric that the Company primarily uses to measure its ability to service debt and make continuing investments. The Company does not use AOCF as a measure of
liquidity. Therefore, beginning with the March 31, 2012 Form 10-Q, the Company’s disclosure has been modified by deleting the sentence in the “Business Overview” section of the MD&A that stated, “We present AOCF as a
measure of our ability to service our debt and make continuing investments.”

 Consolidated Results of Operations, page 43

 Year Ended December 31, 2011 Compared to Year Ended December 31, 2010

Revenues, net, page 45

3.
 We note your disclosure on page 45 and 46 where you described the increases in revenue. For example on page 45 you state that advertising revenues
increased “primarily at AMC resulting from higher ratings and higher pricing per unit sold.” You also state that “changes in revenue discussed above are primarily derived from changes

 Page 4 of 11

in contractual affiliation rates charged for our services, changes in the number of subscribers and changes in the prices and level of advertising on our networks.” In order to provide
investors with insight into your results of operations, please quantify each variable attributable to the increase in revenues. In addition, in accordance with Item 303(a)(3) of Regulation S-K, quantify the growth attributable to increases in
prices or to increases in the volume or to the introduction of new programming.

 Company Response: As required by
Item 303 of Regulation S-K, the Company discloses and quantifies the material items affecting its results of operations. With respect to the increase in revenues, the Company provided in the 2011 Form 10-K a discussion of the significant items,
including the dollar amounts, that impacted revenue for the reported period by reportable segment, and the Company believes that the quantified factors represent the material changes to revenue for both the National Networks and the International
and Other reportable segments. In addition, the increase in advertising revenues in 2011 as compared to 2010 was principally attributable to increased pricing, which the Company disclosed when it explained that the increase in advertising revenues
of $49.8 million was the result of higher pricing per unit sold resulting from higher ratings, consistent with the requirements of Item 303(a)(3) of Regulation S-K. With respect to affiliation fee and other revenue, in future filings the
Company will provide additional disclosure regarding whether the increase is primarily price or volume driven, consistent with language in the Company’s Form 10-Q for the period ended March 31, 2012 which states, “…increase in
affiliation fee revenues of $11,366, primarily attributable to an increase in rates, including the impact of lower amortization of deferred carriage fees…” In addition, in future filings, beginning with the June 30, 2012 Form 10-Q,
the Company will provide a comparative table for each reportable segment presenting separately revenues from advertising and from affiliation fee and other revenues. Please see the Company’s response to Comment 8 below for a sample of such
tabular disclosure.

 In the paragraph immediately following the Company’s disclosure of the material changes in revenues affecting the
periods included in the 2011 Form 10-K, and in an effort to provide additional insight to investors into some of the variables that generally cause revenues to change from period to period, the Company made the statement “Changes in revenue
discussed above are primarily derived from changes in contractual affiliation rates charged for our services, changes in the number of subscribers and changes in the prices and level of advertising on our networks.” This statement is a general
explanation of variables affecting revenue and was intended to supplement the discussion and quantification of the specific material changes affecting the revenue for the particular period. To clarify this point,

May 4, 2012
 Via e-mail:

Mr. Sean Sullivan Chief Financial Officer AMC Networks, Inc. 11 Penn Plaza New York, New York 10001
Re: AMC Networks, Inc.
Form 10-K for the fiscal year ended December 31, 2011 Filed March 15, 2012
  File No. 1-35106

Dear Mr. Sullivan:

 We have limited our review to only your fina ncial statements and related disclosures and
do not intend to expand our review to other porti ons of your documents.  Please comply with the
following comments in future filings.  Confirm in  writing that you will do so  and provide us with
your proposed disclosure.
  Please provide us with your proposed disclosures. 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 within te n business days 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 circum stances, please tell us w hy in your response.

After reviewing the information you provide in response to these comments, we may
have additional comments.               Form 10-K for the fiscal year ended December 31, 2011

 Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

 Business Overview, page 38

 1. We note the discussion in your fourth quarter earnings call where you mention your strategy
of focusing in original programming, most signi ficantly in scripted originals on AMC.  In
this regard, please consider discussing, in the business overview s ection of your MD&A,
your past and future initiatives and strategies in  programming. It appears that this disclosure
may provide investors insight into material oppo rtunities, challenges and risks, such as those
presented by known material trends and uncer tainties, on which you are most focused for
both the short and long term, as well as th e actions you are taking to address these

Mr. Sullivan AMC Networks, Inc. May 4, 2012 Page 2

 opportunities, challenges and risks.  For addition al guidance, refer to Item 303 of Regulation
S-K as well as Part Four of  the Commission’s Interpreti ve Release on Management’s
Discussion and Analysis of Fina ncial Condition and Results of Operation which is located on
our website at: http://www.sec.gov/ru les/interp/33-8350.htm

2. We note your disclosure on page 40 stating th at “We present AOCF as a measure of our
ability to service our debt and make continui ng investments”.  If you use this measure as a
measure of liquidity, you should reconcile this measure to cas h flows from operations. Please
revise or advise.
 Consolidated Results of Operations, page 43

 Year Ended December 31, 2011 Compared to Year Ended December 31, 2010

 Revenues, net, page 45

 3. We note your disclosure on page 45 and 46 wher e you described the increases in revenue.
For example on page 45 you state that advertis ing revenues increased “primarily at AMC
resulting from higher ratings and higher pricing per unit sold.”  You also state that “changes
in revenue discussed above are primarily derived from changes in contractual affiliation rates
charged for our services, changes in the number of subscribers and changes in the prices and
level of advertising on our networks.”  In orde r to provide investors with insight into your
results of operations, please quantify each variable attributable to the increase in revenues.  In
addition, in accordance with Item 303(a)(3) of Regulation S-K, quantify the growth
attributable to increases in pr ices or to increases in the vol ume or to the introduction of new
programming.
 Technical and operating expense (excludi ng depreciation and amortization), page 47

 4. We refer to the significant increase in amortizat ion of program rights fo r the last two fiscal
years ended December 31, 2011 and 2010.  We al so note the discussion in your fourth
quarter earnings call where you state that you r strategy over the past several years has
focused on original programming and that you ha ve seen a ramp up in your investment in
programming.   In this regar d, please discuss if you expect to continue increasing program
rights expenditures, and whether the related increase in amorti zation of program rights is a
trend that you expect to con tinue in future periods.
 Liquidity and Capital Resources, page 57

 5. We note your disclosure on page 58 where you stat e, “Our principal uses of cash include our
debt service, the acquisition and developmen t of program rights and the net funding and
investment requirements of our de veloping services.”  In this regard, please provide a more
detailed analysis of uses of cash as it re lates to investments in  programming and other
developing services.  We noted a more detaile d discussion in your four th quarter earnings

Mr. Sullivan AMC Networks, Inc. May 4, 2012 Page 3

 call where you mention the timing and funding fo r production of new shows and the effect on
working capital as a resu lt of these investments.  Also, di scuss and analyze known trends and
uncertainties as it relates to fu ture programming expenditures.
 Critical Accounting Policies and Estimates, page 65

 Program Rights, page 67

6. For program rights, please consider modifying your critical accounting po licies and estimates
by addressing the role your policy has in unde rstanding the company’s re sults of operations.
For example, you should include disclosure sim ilar to what you discussed in your fourth
quarter earnings call, regarding why you had program write-downs and how you determined
the program write-downs. You should also disc uss any specific change s in amortization for
program rights (i.e. increase in amortizati on due to increase in revenue from market
acceptance of a particular program).  Please expand and or modify your disclosure by
analyzing to the extent possible factors such as:
 How the company arrived at the estimate;
 How accurate the estimate/assumption has been in the past;
 Whether the estimate/assumption has changed or is reasonably likely to change in
the future; and
 Evaluate the sensitivity to change of th e critical accounting policy and estimate.

Consolidated Financial Statements
 Consolidated Statement of Cash Flows, page F-5

7. It is unclear to us whether you have included all the cash receipts from the credit facility in
the cash flows from financing activities. Fo r example on page F-21 you state that you
received $1,130,000,000 and $595,000,000 (total $1,725,000,000)  from the credit facility.
However, only $1,442,364,000 is shown in the cash flow statement and nothing is shown in
Note 4 as non-cash activity. Please revise or advise.
 Notes to the Consolidated Fi nancial Statements, page F-6

 Note 13 – Segment Information, page F-31

8. It appears that in accord ance with ASC 280-10-50-40, you should disclose separately
revenues from affiliation fees and from the sale of advertising.  Please revise or advise.

9. We note that AMC, WE tv, IFC, Sundance Ch annel, and AMC Networks Broadcasting &
Technology are your reporting units.  In this re gard, tell us whether each of your reporting
units is an operating segment under ASC 280. If this is the case, please provide us with a
detailed analysis showing how the aggregati on criteria under ASC 280- 10-50-11 were met.
If you determined that your reporting units  are not operating segments under ASC 280,

Mr. Sullivan AMC Networks, Inc. May 4, 2012 Page 4

 please tell us what type  of financial information, if any, is provided to your CODM for each
of your reporting units.
Note 12.  Income Taxes, page F-28

 10. We note your disclosure on page F-14, wher e you state, “The Company provides deferred
taxes for the outside basis difference for its inve stment in partnerships.”  We also note that
you have a deferred tax liability of $107,546,000 for investments in partnerships.  In this
regard, please tell us about your investment in partnerships and how you determined the
differed tax liability.
Note 16. Equity and Long-Term Incentive Plans, page F-36

11. Please disclose your total stock-based compensati on cost related to nonve sted awards not yet
recognized as of December 31, 2011, and the we ighted-average period over which it is
expected to be recognized.   Refer to ASC 718-10-50-2(i).

Please file all correspondence over EDGAR.  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 Exchange Act rules
require.  Since the company and its management  are in possession of a ll facts relating to a
company’s disclosure, they are responsible for th e accuracy and adequacy of  the disclosures they
have made.                In responding to our comments, please provide a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure 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 federa l securities laws of  the United States.

Mr. Sullivan AMC Networks, Inc. May 4, 2012 Page 5

 You may contact Inessa Kessma n, Senior Staff Accountant, at (202) 551-3371 or Ivette
Leon, Assistant Chief Accountant, at (202) 551- 3351 if you have questions regarding comments
on the financial statements and related matters.  Please contact me at (202) 551-3810 with any
other questions.
Sincerely,  /s/ Carlos Pacho for  Larry Spirgel Assistant Director

CORRESP
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corresp

    June 10,
    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 June 8,
    2011, concerning the Form 10 (“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
    May 27, 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. 6 to
    the Form 10, as filed on June 10, 2011. The Company
    has, concurrently with the filing of this response letter,
    provided six marked copies of the amended Information Statement
    via messenger.

    General

        1.

    Please confirm that you will file an executed tax opinion
    prior to requesting acceleration of effectiveness. We note that
    current Exhibit 8.1 is a form of Opinion.

    Company Response:  Because the tax opinion will
    only be delivered to the Company on the effective day of the
    Distribution, which will be after the Registration Statement has
    been declared effective by the Commission, we are unable to file
    the executed tax opinion prior to requesting acceleration of
    effectiveness.

    Unaudited
    Pro Forma Consolidated Financial Information,
    page 49

    Balance
    Sheet, page 53

        2.

    We note your statement in adjustment (1) which states
    that, “the actual premium paid by the Company in connection
    with the redemption 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.

    Company Response:  The requested disclosure has
    been added to the Form 10. Please see page 54.

        3.

    We note your statement in adjustment (2) which states
    that, “adjustments to deferred financing costs include
    (i) the capitalization of the estimated financing costs of
    approximately $64,000,000.” In this regard, please disclose
    that you do not expect a material change to the capitalized
    estimated deferred financing costs, or tell us otherwise.

    Company Response:  The requested disclosure has
    been added to the Form 10. Please see page 54.

    Page 1 of 3

        4.

    It appears based on your description 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 distribution, tell us why the repayment of
    the senior notes for $324,134 is reflected in your pro forma
    financial statements.

    Company Response:  The requested disclosure has
    been added to the Form 10. Please see pages 54 and 55.

    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
    interest 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 current interest rate
    environment in the introduction to your pro forma financial
    statements and wherever pro forma information is provided.

    Company Response:  The requested disclosure
    regarding how the Company determined the interest rate of 6.0%
    has been added to the Form 10. Please see page 56. The
    Company evaluated whether it should use the estimated current
    weighted average interest rate or weighted average interest rate
    prevailing during the pro forma periods as the basis for the pro
    forma adjustments and concluded that the estimated current
    weighted average rate, under current circumstances, is the most
    reasonable weighted average rate to use for the pro forma
    adjustments since this rate will determine the actual interest
    costs that is currently anticipated to be incurred by the
    Company.

    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 Agreement (Exhibit 10.24) appears to
    provide the relevant AMC Networks Performance Objectives. Please
    revise to include this information.

    Company Response:  The requested disclosure has
    been added to the Form 10. Please see page 119.

    Please note that, in addition to the changes discussed above,
    the Company has made several other changes to the Form 10,
    which are shown in the marked copies of the Information
    Statement filed as Exhibit 99.1 to the Amendment No. 6
    to the Form 10.

    * * * * * *

    In responding to the Staff’s comments, the Company
    acknowledges that:

        •

    the Company is responsible for the adequacy and accuracy of the
    disclosure in its filings;

        •

    Staff comments or changes to disclosure in response to Staff
    comments do not foreclose the Commission from taking any action
    with respect to the Company’s filings; 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.

    Page 2 of 3

    If you have any questions or comments regarding the enclosed
    materials, please call the undersigned at
    (646) 273-7390.

    Very truly yours,

    /s/  Joshua
    W. Sapan

    Joshua W. Sapan

    President and Chief Executive Officer

        cc:

    Jonathan Groff

    Inessa Kessman

    Dean Suehiro

    (Securities and Exchange Commission)

    Jamie Gallagher

    (Executive Vice President and General Counsel)

    John P. Mead

    (Sullivan & Cromwell LLP)

    Leonard Sturm

    (KPMG LLP)

    Page 3 of 3

CORRESP
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corresp

June 10, 2011

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporate Finance

100 F. Street, N.E.

Washington, D.C. 20549

    Re:

    AMC Networks Inc.

Registration Statement on Form 10

Commission File No. 001-35106

Ladies and Gentlemen:

     In accordance with Rule 12d1-2 promulgated under the Securities Exchange Act of 1934, as
amended (the “Act”), AMC Networks Inc. (the “Company”) hereby respectfully requests that the
effective date of its Registration Statement on Form 10 (Commission File No. 001-35106) be
accelerated by the Securities and Exchange Commission (the “Commission”) to 5:00 p.m., Eastern
Standard Time, on June 10, 2011, or as soon thereafter as practicable.

     The Company hereby confirms that it is aware of its obligations under the Act. In addition,
the Company acknowledges that:

    •

    Should the Commission or the staff of the Commission (the “Staff”), acting pursuant to
delegated authority, declare the filing effective, it does not foreclose the Commission
from taking any action with respect to the filing;

    •

    The action of the Commission or the Staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the Company from its full responsibility
for the adequacy and accuracy of the disclosure in the filing; and

    •

    The Company may not assert Staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

It would be appreciated if, as soon as the Registration Statement is declared effective, you would
so inform John P. Mead at (212) 558-3764, with written confirmation sent by facsimile to (212)
291-9098 and by mail to the address listed on the cover of the Registration Statement.

* * *

    Sincerely,

AMC NETWORKS INC.

    By
    /s/ Joshua W. Sapan

    Name:
    Joshua W. Sapan

    Title:
    President and Chief Executive Officer

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

Dear Mr. Sapan:

We have completed our review of your f iling.  We remind you that our comments or
changes to disclosure in response to our co mments do not foreclose the Commission from
taking any action with respect to the company or the filing and the company may not assert
staff comments as a defense in any proceed ing initiated by the Commission or any person
under the federal securities laws of the Un ited States.  We urge all persons who are
responsible for the accuracy and adequacy of the di sclosure in the filing to  be certain that the
filing includes the information the Securities Exchange Act of  1934 and all applicable rules
require.
Sincerely,

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

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

June 3, 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 #4 to Form 10-12B Filed May 27, 2011 File No. 001-35106

Dear Mr. Sapan:

We have reviewed your amended Form 10 a nd have the following comments.  In one
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.  Executive Compensation, page 104

 Annual Incentives, page 106

1. We note your response to comment one fr om our letter dated May 25, 2011.  Please
further expand to identify the types of pe rformance objectives considered and assess
how difficult achievement of the aggregated targets was designed to be.
 Employment Agreements, page 113

2. We note your discussion of  Messrs. Dolan’s and Sapan’s new employment
agreements with the company.  Clarify when new employment agreements are expected to be entered into with Messrs.  Sullivan and Carroll.  If prior to the

Mr. Joshua W. Sapan
AMC Networks Inc. June 3, 2011 Page 2
distribution, please expand to di scuss the material terms of these agreements and file
them as exhibits to the Form 10.

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.

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

CORRESP
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May 27, 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 May 25, 2011, concerning the Form 10
(“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 May 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. 4 to the Form 10, as filed on May 27,
2011. The Company has, concurrently with the filing of this response letter, provided six marked
copies of the amended Information Statement via messenger.

Executive Compensation, page 104

Cablevision Elements of In-Service Compensation, page 105

Performance Awards, page 107

    1.

    We note your response to comment one from our letter dated May 9, 2011 and are unable
to agree. We note that the performance award measures disclosed are material financial
metrics for investors. Disclosure of your performance targets for these measures after the
historical numbers have been disclosed seems warranted by Item 402 of Regulation S-K. Much
of the insight that you argue disclosure of these targets will afford constitutes important
information for investors to fully evaluate material compensatory payments made under your
respective incentive plans. In addition, your argument that competitors

Page 1 of 3

    could use such information to evaluate your achievement if internal strategic goals
conflicts with your responsibility to discuss the company’s performance, including material
known trends and management strategies, in management’s discussion and analysis of financial
condition and results of operation. Therefore, please amend your filing to specify the
performance targets the Compensation Committee established for determining 2010 incentive
compensation for both annual incentive awards as well as long-term incentive awards. Refer
to Item 402(b)(2)(v) of Regulation S-K.

Company Response: In response to the Staff’s comment with respect to long-term
performance awards, the Company has made revisions to the Form 10 on pages 108 to 109 to disclose
historical target amounts under performance awards and the actual performance against those
targets.

With respect to annual incentive awards, which are also referred to in the Staff’s comment, the
Company has made revisions to the Form 10 on pages 106 to 107 to disclose in more detail the methodology
for determining payouts under the annual incentive awards in 2010. Because annual incentive awards
are based on a large number of individual performance objectives (at least 30 such objectives exist
for each of the Company’s named executive officers), it would be impractical to disclose
performance targets for each of the objectives, and given the nature of the objectives (which
include a significant number of industry-specific, non-financial performance objectives) such
disclosure would not provide information that would be meaningful to the vast majority of the
Company’s investors. In addition to a detailed description of the award methodology, however, the
Company has also disclosed, for each named executive officer, a “rolled-up” weighted-average
achievement percentage, which will provide investors with an indication of overall performance
against targets, and the percentage payout against targeted payout under the plan.

Please note that, in addition to the changes discussed above, the Company has made several
other changes to the Form 10, which are shown in the marked copies of the Information Statement
filed as Exhibit 99.1 to the Amendment No. 4 to the Form 10.

*   *   *   *   *    *

In responding to the Staff’s comments, the Company acknowledges that:

    •

    the Company is responsible for the adequacy and accuracy of the disclosure in its
filings;

    •

    Staff comments or changes to disclosure in response to Staff comments do not
foreclose the Commission from taking any action with respect to the Company’s filings;
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.

Page 2 of 3

If you have any questions or comments regarding the enclosed materials, please call the undersigned
at (646) 273-7390.

    Very truly yours,

    /s/ Joshua W. Sapan

Joshua W. Sapan

    President and

    Chief Executive Officer

    cc:

    Jonathan Groff

Inessa Kessman

Dean Suehiro

(Securities and Exchange Commission)

Jamie Gallagher

(Executive Vice President and General Counsel)

John P. Mead

(Sullivan & Cromwell LLP)

Leonard Sturm

(KPMG LLP)

Page 3 of 3

May 25, 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 #3 to Form 10-12B Filed May 17, 2011 File No. 001-35106

Dear Mr. Sapan:

We have reviewed your amended Form  10 and have the following comment.
 Please respond to this letter by ame nding your filing. If you do not believe our
comment applies to your facts and circumst ances 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 the below comment, we may have additional comments.    Executive Compensation, page 104

 Cablevision Elements of In-Service Compensation, page 105

 Performance Awards, page 107

1. We note your response to comment one fr om our letter dated May 9, 2011 and are
unable to agree.  We note th at the performance award meas ures disclosed are material
financial metrics for investors.  Disclosu re of your performance targets for these
measures after the historical numbers have  been disclosed seems warranted by Item
402 of Regulation S-K.  Much of the insight that you argue disclosure of these targets
will afford constitutes important information for investors to fully evaluate material compensatory payments made under your resp ective incentive plans.   In addition,
your argument that competitors could use such information to evaluate your achievement of internal strategic goals c onflicts with your responsibility to discuss
the company’s performance, including ma terial known trends and management

Mr. Joshua W. Sapan
AMC Networks Inc. May 25, 2011 Page 2
strategies, in management’s discussion and analysis of financial condition and results
of operation.  Therefore, please amend your filing to specify the performance targets
the Compensation Committee established for determining 2010 incentive compensation for both annual incentive awards as well as long-term incentive awards.
Refer to Item 402(b)(2)(v) of Regulation S-K.

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.

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

CORRESP
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May 17, 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 May 9, 2011, concerning the Form 10
(“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 comment refer to
page numbers of the Information Statement filed as Exhibit 99.1 to the Form 10, as filed on May 4,
2011, and the page reference in the response refers to the page number in the marked copy of the
Information Statement filed as Exhibit 99.1 to Amendment
No. 3 to the Form 10, as filed on May 17,
2011. The Company has, concurrently with the filing of this response letter, provided six marked
copies of the amended Information Statement via messenger.

Executive Compensation, page 95

Performance Awards, page 98

    1.

    We note that Mr. Sapan was paid approximately $3.3 million in non-equity incentive plan
compensation in 2010. We note this amount was based upon performance in 2010 and the value
of awards granted in 2008, earned at the end of 2010. Please tell us why disclosure of
these past performance targets would result in competitive harm for Cablevision. We note
that these targets have been derived from Cablevision’s confidential five-year strategic
plans; however, for past periods, it is not clear why disclosure could result in
competitive harm since these targets would no longer be considered future targets.

Page 1 of 3

    Company Response: In response to the Staff’s comment, the Company has added additional
disclosure on page 107 of the Form 10 to provide additional information regarding performance
awards earned in 2010 (and reflected on the Summary Compensation Table). In particular, the
Company has provided the actual performance results on which the amounts earned under these
awards was based, the growth rates represented by these results, the weighting of each
performance objective used when calculating earned amounts and information regarding the
calculation methodology.

    The Company has not disclosed the specific targets on which the performance awards were based
because the Company believes that these targets remain competitively sensitive, notwithstanding
the fact that they relate to historical periods. Past performance targets will necessarily be
closely related to future ones, and therefore disclosure of past targets would provide the
Company’s competitors and customers with competitively sensitive information about its growth
targets and strategic business plans. In addition, because the Company also discloses
threshold, target and maximum payouts under our performance awards in the year of grant, and
subsequently will report the actual payout under those awards when earned, disclosure of
specific targets would over time provide the Company’s competitors and customers with detailed
knowledge of its achievement of internal strategic goals, which would be detrimental to its
competitive position.

Please note that, in addition to the changes discussed above, the Company has made several other
changes to the Form 10, which are shown in the marked copies of the Information Statement filed as
Exhibit 99.1 to the Amendment No. 3 to the Form 10.

* * * * * *

In responding to the Staff’s comments, the Company acknowledges that:

    •

    the Company is responsible for the adequacy and accuracy of the disclosure in its
filings;

    •

    Staff comments or changes to disclosure in response to Staff comments do not
foreclose the Commission from taking any action with respect to the Company’s filings;
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.

Page 2 of 3

If you have any questions or comments regarding the enclosed materials, please call the undersigned
at (646) 273-7390.

    Very truly yours,

                                               /s/ Joshua W. Sapan

    Joshua W. Sapan

    President and
Chief Executive Officer

    cc:

    Jonathan Groff

Inessa Kessman

Dean Suehiro

(Securities and Exchange Commission)

Jamie Gallagher

(Executive Vice President and General Counsel)

John P. Mead

(Sullivan & Cromwell LLP)

Leonard Sturm

(KPMG LLP)

Page 3 of 3

May 9, 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 #2 to Form 10-12B Filed May 4, 2011 File No. 001-35106

Dear Mr. Sapan:

We have reviewed your amended Form 10 a nd have the following comment.  In our
comment, we ask you to provide us with in formation 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 comment a pplies 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 comment, we ma y have additional comments.
 Executive Compensation, page 95

Performance Awards, page 98
1. We note that Mr. Sapan was paid approxi mately $3.3 million in non-equity incentive
plan compensation in 2010.  We note th is amount was based upon performance in
2010 and the value of awards granted in 2008, earned at the end of 2010.  Please tell
us why disclosure of these past performan ce targets would result in competitive harm
for Cablevision.  We note that these target s have been derived from Cablevision’s
confidential five-year strategi c plans; however, for past periods, it is not clear why
disclosure could result in competitive harm  since these targets would no longer be
considered future targets.

Mr. Joshua W. Sapan
AMC Networks Inc. May 9, 2011 Page 2
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.

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

CORRESP
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May 4, 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 27, 2011, concerning the Form 10
(“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 April
21, 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. 2 to the Form 10, as filed on May 4,
2011. The Company has, concurrently with the filing of this response letter, provided six marked
copies of the amended Information Statement via messenger.

Management’s Discussion and Analysis Of Financial Condition And Results Of Operations, page
56

    1.

    We note your response to comment 10 from our letter dated April 8, 2011. While the
reference to the safe harbor is permitted in the information statement provided by
Cablevision to its shareholders, it is not permitted in the Form 10 filed by AMC Networks,
Inc. Please revise to remove the reference from the Form 10.

Company Response: The reference to the safe harbor provided by the Private Securities
Litigation Reform Act of 1995 has been removed from the Form 10.
Please see page 55.

Comparison of Consolidated Year Ended December 31, 2010..., page 65

    2.

    We note your response to comment 13 from our letter dated April 8, 2011. Revise each
of the segment discussions to further explain the underlying causes of material line item
shifts. For example, your discussion of the increase in fiscal 2010 National Networks
revenue does

    not explain why you were able to charge higher prices for advertising and why your
contractual affiliation rates increased. As another example, you provide little narrative
disclosure regarding the net increase in fiscal 2010 International and Other technical and
operating expenses. These are just examples.

Company Response: The requested disclosure has been added to the Form 10. Please see
pages 65 to 77.

Liquidity and Capital Resources, page 79

    3.

    Per comment 17 from our letter dated April 8, 2011, supplement your revised disclosure
to indicate the amount of contractual debt obligations the company was solely responsible
for before the spin-off.

Company Response: The Company has revised the Form 10 to explain that the Company, and
not Cablevision, was responsible for all of the Company’s debt obligations before the spin-off.
Please see pages 79, F-20 and F-21.

Executive Compensation, page 89

Key Elements of 2011 Expected Compensation from the Company, page 96

Restricted Stock Awards and Performance Awards, page 97

    4.

    We note that 2011 restricted stock awards will be based upon the achievement of a
target rate growth of AOCF. Please confirm that you will disclose this target growth rate
in your 2012 discussion of 2011 compensation, if material to an overall understanding of
the compensation paid to your named executive officers.

Company Response: The Company confirms that it will disclose the target rate growth of
AOCF in its 2012 discussion of 2011 compensation, if material to an overall understanding of the
compensation paid to the Company’s named executive officers.

    5.

    We note that your performance awards will be tied to performance measures based solely
on the company’s revenues, AOCF and free cash flow results. Please tell us how you will
annually evaluate your five-year plan with respect to these financial metrics to determine
the amount of awards to make to your named executive officers.

Page 2 of 4

Company Response: The Company has revised the Form 10 to describe the manner in which
the criteria applicable to the Company’s performance awards will be evaluated. Please see pages
97 and 98.

Please note that, in addition to the changes discussed above, the Company has made several other
changes to the Form 10, which are shown in the marked copies of the Information Statement filed as
Exhibit 99.1 to the Amendment No. 2 to the Form 10.

* * * * * *

In responding to the Staff’s comments, the Company acknowledges that:

    •

    the Company is responsible for the adequacy and accuracy of the disclosure in its
filings;

    •

    Staff comments or changes to disclosure in response to Staff comments do not
foreclose the Commission from taking any action with respect to the Company’s filings;
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.

Page 3 of 4

If you have any questions or comments regarding the enclosed materials, please call the undersigned
at (646) 273-7390.

    Very truly yours,

    /s/ Joshua W. Sapan

    Joshua W. Sapan

    President and
Chief Executive Officer

    cc:

    Jonathan Groff

Inessa Kessman

Dean Suehiro

(Securities and Exchange Commission)

    Jamie Gallagher

(Executive Vice President and General Counsel)

    John P. Mead

(Sullivan & Cromwell LLP)

    Leonard Sturm

(KPMG LLP)

Page 4 of 4

April 27, 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 #1 to Form 10-12B Filed April 21, 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 may ask you to provi de 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.
  Management’s Discussion And Analysis Of Fi nancial Condition And Results Of Operations,
page 56

1. We note your response to comment 10 from our letter dated Apr il 8, 2011.  While the
reference to the safe harbor is permitte d in the information statement provided by
Cablevision to its shareholders, it is not permitted in the Form 10 filed by AMC
Networks, Inc.  Please revise to rem ove the reference from the Form 10.
 Comparison of Consolidated Year Ended December 31, 2010…, page 65

2. We note your response to comment 13 from our letter dated April 8, 2011.  Revise
each of the segment discussions to furthe r explain the underlying causes of material
line item shifts.  For example, your discussi on of the increase in fiscal 2010 National

Mr. Joshua W. Sapan
AMC Networks Inc. April 27, 2011 Page 2
Networks revenue does not e xplain why you were able to charge higher prices for
advertising and why your contr actual affiliation rates increased.  As another example,
you provide little narrative disclosure rega rding the net increase in fiscal 2010
International and Other technical and operati ng expenses.  These are just examples.
 Liquidity and Capital Resources, page 79

3. Per comment 17 from our letter dated April 8, 2011, supplement your revised
disclosure to indica te the amount of contractual debt obligations the company was
solely responsible for before the spin-off.
 Executive Compensation, page 89

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

 Restricted Stock Awards and Performance Awards, page 97

4. We note that 2011 restricted stock awards will be based upon the achievement of a
target rate growth of AOCF.  Please confir m that you will disclose this target growth
rate in your 2012 discussion of 2011 compen sation, if material  to an overall
understanding of the compensation pa id to your named executive officers.

5. We note that your performance awards will be tied to performance measures based
solely on the company’s revenues, AOCF and free cash flow results.  Please tell us
how you will annually evaluate your five-year plan with respect to these financial metrics to determine the amount of awards to make to your named executive officers.

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. April 27, 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

CORRESP
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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

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