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 National CineMedia, Inc. 6300 S. Syracuse Way, Suite 300 Centennial, Colorado 80111 Phone (303) 792-3600     September 30, 2025   VIA EDGAR   Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549   Re: National CineMedia, Inc. Registration Statement on Form S-3 (File No. 333-289259) Request for Acceleration of Effective Date   Ladies and Gentlemen:   Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, National CineMedia, Inc., a Delaware corporation, hereby requests that the Securities and Exchange Commission accelerate the effective date of the above-referenced Registration Statement on Form S-3 (File No. 333-289259) and declare the Registration Statement effective as of September 30, 2025, at 5:00 p.m., Eastern time, or as soon as practicable thereafter.   Please contact the undersigned at (303) 792-3600, or Kevin Greenslade of Hogan Lovells US LLP at (703) 610-6189 with any questions. Also, please notify Mr. Greenslade when this request for acceleration has been granted.   Very truly yours, National CineMedia, Inc.   By: /s/ Maria V. Woods Name: Maria V. Woods Title: EVP – General Counsel and Secretary             cc: Kevin Greenslade, Hogan Lovells US LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 15, 2025

Thomas F. Lesinski
Chief Executive Officer and Director
National CineMedia, Inc.
6300 S. Syracuse Way, Suite 300
Centennial, Colorado 80111

 Re: National CineMedia, Inc.
 Registration Statement on Form S-3
 Filed August 5, 2025
 File No. 333-289259
Dear Thomas F. Lesinski:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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 Alyssa Wall at 202-551-8106 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Kevin Greenslade
</TEXT>
</DOCUMENT>

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National CineMedia, Inc.

October 26, 2022

VIA EDGAR

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:     National CineMedia, Inc.

Registration Statement on Form S-3 (File No. 333-267824)

Request for Acceleration of Effective Date

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, National CineMedia, Inc., a Delaware corporation, hereby requests that the Securities and Exchange Commission accelerate the effective date of the above-referenced Registration Statement on Form S-3 (File No. 333-267824) and declare the Registration Statement effective as of Friday, October 28, 2022, at 3:00 p.m., Eastern time, or as soon as practicable thereafter.

Please contact the undersigned at (303) 792-3600, or David Crandall of Hogan Lovells US LLP at (303) 454-2449 with any questions.  Also, please notify Mr. Crandall when this request for acceleration has been granted.

Very truly yours,

National CineMedia, Inc.

By:     /s/ Maria V. Woods

Name:    Maria V. Woods

Title:     Executive Vice President and General Counsel

cc:     David Crandall, Hogan Lovells US LLP

6300 South Syracuse Way, Suite 300,

Centennial, Colorado 80111

Phone 303.792.3600

United States securities and exchange commission logo
October 17, 2022
Maria Woods
General Counsel
National CineMedia, Inc.
6300 S. Syracuse Way, Suite 300
Centennial, Colorado 80111
Re:National CineMedia, Inc.
Registration Statement on Form S-3
Filed October 11, 2022
File No. 333-267824
Dear Maria Woods:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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 Rucha Pandit at (202) 551-6022 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       David Crandall

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June 13, 2022

VIA EDGAR

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:       National CineMedia, Inc.

Registration Statement on Form S-3 (File No. 333-265417)

Request for Acceleration of Effective Date

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, National CineMedia, Inc., a Delaware corporation, hereby requests that the Securities and Exchange Commission accelerate the effective date of the above-referenced Registration Statement on Form S-3 (File No. 333-265417) and declare the Registration Statement effective as of Wednesday, June 15, 2022, at 4:00 p.m., Eastern time, or as soon as practicable thereafter.

Please contact the undersigned at (303) 792-3600, or David Crandall of Hogan Lovells US LLP at (303) 454-2449 with any questions.  Also, please notify Mr. Crandall when this request for acceleration has been granted.

Very truly yours,

National CineMedia, Inc.

By:       /s/ Maria V. Woods

Name:  Maria V. Woods

Title:    Executive Vice President, General Counsel and Secretary

cc:        David R. Crandall, Hogan Lovells US LLP

United States securities and exchange commission logo
June 13, 2022
Maria Woods
Executive Vice President and General Counsel
National CineMedia, Inc.
6300 S. Syracuse Way, Suite 300
Centennial, Colorado 80111
Re:National CineMedia, Inc.
Registration Statement on Form S-3
Filed on June 3, 2022
File No. 333-265417
Dear Ms. Woods:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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 Janice Adeloye at 202-551-3034 or Cara Wirth at 202-551-7127 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

United States securities and exchange commission logo
June 29, 2020
Thomas Lesinski
Chief Executive Officer
National CineMedia, Inc.
6300 S. Syracuse Way, Suite 300
Centennial, Colorado 80111
Re:National CineMedia, Inc.
Form 10-K for the Fiscal Year Ended December 26, 2019
Filed February 20, 2020
File No. 1-33296
Dear Mr. Lesinski:
            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 Trade & Services

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June 25, 2020

VIA EDGAR

Bill Thompson

Division of Corporation Finance

Office of Trade & Services

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:      National CineMedia, Inc.

Form 10-K for Fiscal Year Ended December 26, 2019

Filed February 20, 2020

File No. 001-33296

Dear Bill Thompson:

National CineMedia, Inc. (“NCM Inc.” or the “Company”) refers to the Staff’s comment letter dated June 12, 2020, regarding the above referenced Annual Report on Form 10-K.

Set forth below are the responses of the Company to the Staff’s comments. For your convenience, the Staff’s comments are included in bold text below, followed by the Company’s responses.

Form 10-K for Fiscal Year Ended December 26, 2019

Item 8. Financial statements and Supplementary Data

Notes to Consolidated Financial Statements

1. Basis of Presentation and Summary of Significant Accounting Policies

Concentration of Credit Risk and Significant Customers, page 57

1.

 We note that trade accounts receivable at December 31, 2019 represents approximately

38% of revenue for the year, an increase from 34% of revenue at December 31, 2018.

Please tell us your standard payment terms and a comparative summary of the aging of

accounts receivable at the end of each year.

Response:

The Company’s standard payment terms are net 30 days. However, the Company regularly collects on a longer cycle from the Company’s national customers, as the Company is usually only paid after an advertising agency collects payment from the underlying advertiser as is typical with media agencies. National revenue represented approximately 73% of the Company’s revenue for the year ended December 26, 2019.

Further, the Company’s revenue is seasonal in nature.  The Company typically experiences the greatest demand for advertising during the winter holiday season due to strong movie slates in the Company’s fourth quarter.  In 2019, 33.1% of the Company’s annual revenue was recognized in the fourth quarter and 17.6% was recognized in December, which were relatively consistent with historical patterns.  As such, the Company’s trade accounts receivable balance is also seasonal and is historically largest at the end of the Company’s fiscal year.

The Company’s accounts receivable aging for the years ended December 26, 2019 and December 27, 2018 are as follows:

1

Days Outstanding:

 Total Trade Accounts Receivable Balance

 Current

 1-60 days

 61-90 days

 91-120 days

 121-150 days

 > 150 days

As of December 26, 2019

Accounts Receivable balance (in millions)

  $                 176.0

  $       114.1

  $        21.1

  $        13.7

  $          5.4

  $        15.3

  $          6.4

Accounts Receivable balance (%)

 100%

 65%

 12%

 8%

 3%

 9%

 3%

As of December 27, 2018

Accounts Receivable balance ($, in millions)

  $                 154.0

  $       106.6

  $        20.9

  $          5.7

  $          5.6

  $          6.7

  $          8.5

Accounts Receivable balance (%)

 100%

 68%

 14%

 4%

 4%

 4%

 6%

The Company’s trade accounts receivable increased $22.0 million, or 14.3%, from December 27, 2018 to December 26, 2019 due in part to an increase in the current aging grouping related to higher revenue in the fourth quarter of 2019, compared to the fourth quarter of 2018 (total revenue increased $9.8 million, or 7.2%, during the three months ended December 26, 2019 as compared to the three months ended December 27, 2018).  Further, the aging groupings of 61-90 days and 121-150 days increased primarily due to timing of payments from a handful of the Company’s national customers.  National customers represent large advertising agencies with strong reputations in the advertising industry and clients with stable financial positions and good credit ratings.  They typically have larger average accounts receivable balances per customer and significantly lower historical and expected credit loss patterns compared to the Company’s local customers.  The distribution of the aging groupings related to local customers remained relatively consistent year over year.

Exhibit 23.1, page 91

2.

 Please revise to file a consent signed by your Independent Registered Certified Public

Accounting Firm. Please refer to Item 601(b)(23)(i) of Regulation S-K.

Response:

The Company acknowledges the Staff’s comment and in response filed a Form 10-K/A on June 25, 2020 with a revised Exhibit 23.1 appropriately including the signature of our Independent Registered Certified Public Accounting Firm.

We would be pleased to discuss with you any further questions the Staff may have or provide any additional information the Staff may need. I may be reached at 303-792-8623.

Sincerely,

/s/ Thomas F. Lesinski

Thomas F. Lesinski

Chief Executive Officer

cc:    Mark Wise, Deloitte & Touche LLP

David Crandall, Hogan Lovells US LLP

2

United States securities and exchange commission logo
June 12, 2020
Thomas Lesinski
Chief Executive Officer
National CineMedia, Inc.
6300 S. Syracuse Way, Suite 300
Centennial, Colorado 80111
Re:National CineMedia, Inc.
Form 10-K for the Fiscal Year Ended December 26, 2019
Filed February 20, 2020
File No. 1-33296
Dear Mr. Lesinski:
            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-K for the Fiscal Year Ended December 31, 2019
Item 8. Financial statements and Supplementary Data
Notes to Consolidated Financial Statements
1. Basis of Presentation and Summary of Significant Accounting Policies
Concentration of Credit Risk and Significant Customers, page 57
1.We note that trade accounts receivable at December 31, 2019 represents approximately
38% of revenue for the year, an increase from 34% of revenue at December 31, 2018.
Please tell us your standard payment terms and a comparative summary of the aging of
accounts receivable at the end of each year.
Exhibit 23.1, page 91
2.Please revise to file a consent signed by your Independent Registered Certified Public
Accounting Firm.  Please refer to Item 601(b)(23)(i) of Regulation S-K.

 FirstName LastNameThomas  Lesinski
 Comapany NameNational CineMedia, Inc.
 June 12, 2020 Page 2
 FirstName LastName
Thomas  Lesinski
National CineMedia, Inc.
June 12, 2020
Page 2
            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 Tony Watson at (202) 551-3318 or Bill Thompson at (202) 551-
3344 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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May 11, 2020

VIA EDGAR

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:       National CineMedia, Inc.

Registration Statement on Form S-3 (File No. 333-238015)

Filed May 5, 2020

Request for Acceleration of Effective Date

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, National CineMedia, Inc. hereby requests that the Securities and Exchange Commission accelerate the effective date of the above-referenced Registration Statement on Form S-3 (File No. 333-238015) and declare the Registration Statement effective as of Thursday, May 14, 2020, at 4:00 p.m., Eastern time, or as soon as practicable thereafter.

Please contact the undersigned at (303) 792-3600, or David Crandall of Hogan Lovells US LLP at (303) 454-2449 with any questions.  Also, please notify Mr. Crandall when this request for acceleration has been granted.

Very truly yours,

National CineMedia, Inc.

By:       /s/ Sarah Kinnick Hilty

Name:  Sarah Kinnick Hilty

Title:    Executive Vice President, General Counsel and Secretary

cc:        David R. Crandall, Hogan Lovells US LLP

United States securities and exchange commission logo
May 11, 2020
Sarah Hilty
General Counsel
National CineMedia, Inc.
6300 S. Syracuse Way, Suite 300
Centennial, Colorado 80111
Re:National CineMedia, Inc.
Registration Statement on Form S-3
Filed May 5, 2020
File No. 333-238015
Dear Ms. Hilty:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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 Cara Wirth at (202) 551-7127 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

October 10, 2018
Katherine L. Scherping
Chief Financial Officer
National CineMedia, Inc.
9110 East Nichols Ave.
Suite 200
Centennial, CO 80112
Re:National CineMedia, Inc.
Form 10-K for Fiscal Year Ended December 28, 2017
Filed March 19, 2018
Form 10-Q for Fiscal Quarter Ended March 29, 2018
Filed May 8, 2018
File No. 001-33296
Dear Ms. Scherping:
            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

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August 9, 2018

VIA EDGAR

Mr. Robert S. Littlepage

Accounting Branch Chief

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:      National CineMedia, Inc.

Form 10-K for Fiscal Year Ended December 28, 2017

Filed March 19, 2018

Form 10-Q for Fiscal Quarter Ended March 29, 2018

Filed May 8, 2018

File No. 001-33296

Dear Mr. Littlepage:

National CineMedia, Inc. (“NCM Inc.” or the “Company”) refers to the Staff’s comment letter dated July 10, 2018, regarding the above referenced Annual Report on Form 10-K and Quarterly Report on Form 10-Q.

Prior to responding to the Staff’s comments below, the Company thought it would be helpful to provide background regarding the Company’s structure and transactions recorded upon its formation. At the time of the Company’s IPO in February 2007, NCM Inc. acquired an interest in and became a member and sole manager of National CineMedia, LLC (“ NCM LLC”). Additionally, the Company entered into a tax receivable agreement (the “TRA”) with NCM LLC’s founding members. The TRA provides for the effective payment by NCM Inc. to the founding members of 90% of the amount of cash savings, if any, in U.S. federal, state and local income tax or franchise tax that is actually realized as a result of certain increases in NCM Inc.’s proportionate share of tax basis in NCM LLC’s tangible and intangible assets (and the corresponding deferred tax assets) resulting from (and recorded in connection with) the IPO and related transactions. At the time of the original transaction in 2007, there were very few other companies with this type of arrangement (i.e. the TRA) resulting in very limited observations from others in practice.  Also, there is not explicit guidance within generally accepted accounting principles (“GAAP”) surrounding accounting for a payable of this nature (i.e. contingent consideration issued to former shareholders outside of a business combination).

Set forth below are the responses of the Company to the Staff’s comments. For your convenience, the Staff’s comments are included in bold text below, followed by the Company’s responses.

Form 10-K for Fiscal Year Ended December 28, 2017

Note 18. Correction of an Error, page F-37

1.

 Please clearly explain to us, in detail, the nature of the errors in your previously issued financial statements including a reference to the specific accounting literature that was misapplied. Provide us an explanation of you prior accounting and how you corrected it including how you determined the correction amounts. Also tell us why it was necessary to adjust each of the balance sheet line-items in the table on page F-38.

Response:

At the IPO date, the Company measured and recorded a payable to the founding members under the TRA (the “TRA payable”) at the fair value of the expected payments to the founding members for the net tax benefit of the initial tax basis increases at the IPO.  The Company, however, incorrectly recorded the deferred tax effects of these

1

payments.  More specifically, because the payments made over the 30-year term of the TRA actually increase the tax basis in certain of NCM LLC’s intangible assets, the Company should have recorded a deferred tax asset for the expected settlement of the TRA payable as required by ASC 740-10-25-20 (i.e. reported amounts of assets and liabilities will be recovered and settled, respectively).  In addition, the Company inappropriately recorded a deferred tax liability equal to the amount of the tax-effected interest accretion expense on the discounted TRA payable, despite the fact that no temporary difference existed with respect to such discount.

More specifically, the Company failed to recognize that the additional tax basis resulting from the settlement of the TRA payable (and deferred tax asset) would have a corresponding effect on the TRA payable in an iterative fashion.  Said differently, realization of the additional tax basis generated by the TRA payments will, itself, create an increase in the TRA payable, which, in turn, would adjust the deferred tax asset and so on.  The Company’s original calculation of the TRA payable, as noted above, was incorrectly limited to the initial TRA payments, rather than recognizing the iterative nature of the arrangement.

To correct the error, the Company re-measured the amount of the TRA payable at the IPO date and each subsequent reporting period to include both the initial and the additional future estimated payments under the TRA. The corrections to the TRA payable also resulted in corrections to related interest accretion expense because (as noted above) the Company recorded the TRA payable (both originally and following the error correction) at fair value by discounting the TRA payable utilizing the Company’s weighted average cost of capital.  Further, the aforementioned deferred tax assets and liabilities associated with the TRA payable were corrected.  In accordance with ASC 740 - Income Taxes (specifically 740-10-25-20), a deferred tax asset was recorded for the deductible temporary difference associated with the TRA payable, and the deferred tax liability with respect to the “discount” was reversed. Note that the deductible temporary difference associated with the TRA payable is reflected in the Company’s tax footnote as part of the deferred tax asset related to “Investment in consolidated subsidiary NCM LLC” because as TRA payments are made, the Company’s tax basis in its investment in NCM LLC is increased while there is no adjustment made for the book basis in its investment in NCM LLC.

The error correction also resulted in a correction to additional paid in capital (“APIC”) related to the establishment of the deferred tax asset and reversal of the deferred tax liability in accordance with ASC 740-20-45-11(g), which requires that all changes in the tax bases of assets and liabilities caused by a transaction among or with shareholders to be included in equity. The correction further resulted in a change to retained earnings from the correction to the interest accretion expense on the TRA payable.

Therefore, the correction of this error resulted in the adjustments shown on page F-38 of the Company’s Form 10-K to “Long-term deferred tax assets, net of valuation allowance”, “Long-term payable to founding members under tax receivable agreement”, “Long-term deferred tax liability”, “Additional paid in capital (deficit)” and “Retained earnings (distributions in excess of earnings)”.

2.

 Please provide us with your assessment of the materiality of the errors identified in your historical financial statements. We refer you to the guidance in SAB Topics 1:M and 1:N.

Response:

The following includes information summarized from the Company’s internal memorandum dated March 16, 2018 to its files which was prepared in conjunction with the Company’s internal analysis of the materiality of the error and the appropriate treatment of the error within the Company’s 2017 Form 10-K. The following includes the Company’s SAB Topic 1.M and SAB Topic 1.N analysis supporting these conclusions.  The Company considered the quantitative and qualitative impacts of the errors on all prior periods, as well as on the current period by considering the iron curtain method prescribed by SAB Topic 1.M and SAB Topic 1.N.  The Company considered the rollover method and concluded that it resulted in a smaller error. Therefore, the following analysis only addresses the iron curtain method. The Company considered the following key metrics in its evaluation:  Operating Income, Income Before Income Taxes, Consolidated Net Income, Net Income Attributable to NCM Inc., Basic and Diluted EPS, Current and Non-Current Assets, Total Assets, Current and Non-Current Liabilities, Total Liabilities, Total Equity and Cash Provided by Operating Activities.

2

The Company views the following as key performance metrics, as disclosed in its Form 10-K: “Management focuses on several measurements that we believe provide us with the necessary ratios and key performance indicators to manage our business, determine how we are performing versus our internal goals and targets, and against the performance of our competitors and other benchmarks in the marketplace in which we operate. We focus on many operating metrics including changes in revenue, OIBDA, Adjusted OIBDA and Adjusted OIBDA margin, as defined and discussed in “Notes to the Selected Historical Financial and Operating Data” above, as some of our primary measurement metrics. In addition, we monitor our monthly advertising performance measurements, including advertising inventory utilization, national and local advertising pricing (CPM), local and regional advertising rate per screen per week, local and regional and total advertising revenue per attendee.  We also monitor free cash flow, the dividend coverage ratio, financial leverage (net debt divided by Adjusted OIBDA plus integration and other encumbered theater payments), cash balances and revolving credit facility availability to ensure debt covenant compliance and that there is adequate cash availability to fund our working capital needs and debt obligations and current and future dividends declared by our Board of Directors.” These key performance metrics are consistent with those noted by users of the financial statements (i.e. analysts and investors of the Company). The Company noted that none of these key performance indicators are impacted by these misstatements.

Analysis of Materiality

In assessing materiality, the Company considered the SEC’s Staff Accounting Bulletin Topic 1.M.

1.

 Quantitative Guidance:

 Summarized below using the iron curtain approaches are the key metrics¹ from the NCM Inc. consolidated financial statements which shows the impact of the error for the 2015 - 2016 financial statements:

¹ The following key metrics are not impacted: revenue, inventory utilization, advertising revenue per attendee, operating income, OIBDA, Adjusted OIBDA or cash dividends.

3

2015 - IRON CURTAIN METHODOLOGY

 As of and for the year ended 12/31/2015

Key Balance Sheet Metrics:

 As Reported

 As Adjusted

 % Change*

Total Current Assets

 $

 203.6

 $

 203.6

 —

  %

Deferred tax assets

 $

 217.1

 $

 303.4

 28.4

  %

Total Non-Current Assets

 $

 870.1

 $

 956.4

 9.0

  %

Total Assets

 $

 1,073.7

 $

 1,160.0

 7.4

  %

Total Current Liabilities

 $

 124.7

 $

 124.7

 —

  %

Deferred tax liability

 $

 50.1

 $

 —

 (100.0

 )%

Payable to founding members under tax receivable agreement

 $

 140.3

 $

 207.6

 32.4

  %

Total Non-Current Liabilities

 $

 1,120.7

 $

 1,137.9

 1.5

  %

Total Liabilities

 $

 1,245.4

 $

 1,262.6

 1.4

  %

Additional paid in capital (deficit)

 $

 (221.5

 )

 $

 (124.6

 )

 77.8

  %

Retained earnings (distributions in excess of earnings)

 $

 (186.1

 )

 $

 (213.9

 )

 (13.0

 )%

Total Equity

 $

 (171.7

 )

 $

 (102.6

 )

 67.3

  %

Total Liabilities & Equity

 $

 1,073.7

 $

 1,160.0

 7.4

  %

Key Statement of Operations Metrics:

Operating Income

 $

 148.0

 $

 148.0

 —

  %

Accretion of interest on discounted payable to founding members under tax receivable agreement

 $

 14.1

 $

 19.4

 27.3

  %

Gain on re-measurement of the payable to founding members under the tax receivable agreement

 $

 —

 $

 (2.9

 )

 100.0

  %

Income Before Income Taxes

 $

 81.5

 $

 79.1

 (3.0

 )%

Income tax expense

 $

 17.8

 $

 19.5

 8.7

  %

Consolidated Net Income

 $

 63.7

 $

 59.6

 (6.9

 )%

Net Income Attributable to NCM Inc.

 $

 15.4

 $

 11.3

 (36.3

 )%

Basic EPS

 $

 0.26

 $

 0.19

 (36.8

 )%

Diluted EPS

 $

 0.26

 $

 0.19

 (36.8

 )%

Key Cash Flow Statement Metrics:

Consolidated net income

 $

 63.7

 $

 59.6

 (6.9

 )%

Deferred income tax expense

 $

 12.1

 $

 13.8

 12.3

  %

Accretion of interest on discounted payable to founding members under tax receivable agreement

 $

 14.1

 $

 19.4

 27.3

  %

Non-cash (gain) loss on re-measurement of the payable to founding members under the tax receivable agreement

 $

 —

 $

 (2.9

 )

 100

  %

Net Cash Provided by Operating Activities

 $

 105.3

 $

 105.3

 —

  %

4

2016 - IRON CURTAIN METHODOLOGY

 As of and for the year ended 12/29/2016

Key Balance Sheet Metrics:

 As Reported

 As Adjusted

 % Change*

Total Current Assets

 $

 221.1

 $

 221.1

 —

  %

Deferred tax assets**

 $

 209.1

 $

 294.2

 28.9

  %

Total Non-Current Assets

 $

 836.3

 $

 921.4

 9.2

  %

Total Assets**

 $

 1,057.4

 $

 1,142.5

 7.4

  %

Total Current Liabilities

 $

 120.6

 $

 120.6

 —

  %

Deferred tax liability

 $

 48.3

 $

 —

 (100.0

 )%

Payable to founding members under tax receivable agreement

 $

 143.4

 $

 212.3

 32.5

  %

Total Non-Current Liabilities**

 $

 1,118.0

 $

 1,138.6

 1.8

  %

Total Liabilities**

 $

 1,238.6

 $

 1,259.2

 1.6

  %

Additional paid in capital (deficit)

 $

 (207.7

 )

 $

 (110.5

 )

 88.0

  %

Retained earnings (distributions in excess of earnings)

 $

 (215.6

 )

 $

 (248.3

 )

 (13.2

 )%

Total Equity

 $

 (181.2

 )

 $

 (116.7

 )

 55.3

  %

Total Liabilities & Equity

 $

 1,057.4

 $

 1,142.5

 7.4

  %

Key Statement of Operations Metrics:

Operating Income

 $

 173.0

 $

 173.0

 —

  %

Accretion of interest on discounted payable to founding members under tax receivable agreement

 $

 13.9

 $

 19.6

 29.1

  %

Loss on re-measurement of the payable to founding members under the tax receivable agreement

 $

 —

 $

 1.0

 100.0

  %

Income Before Income Taxes

 $

 96.2

 $

 89.5

 (7.5

 )%

Income tax expense

 $

 9.2

 $

 7.5

 (22.7

 )%

Consolidated Net Income

 $

 87.0

 $

 82.0

 (6.1

 )%

Net Income Attributable to NCM Inc.

 $

 25.4

 $

 20.4

 (24.5

 )%

Basic EPS

 $

 0.42

 $

 0.34

 (23.5

 )%

Diluted EPS

 $

 0.42

 $

 0.34

 (23.5

 )%

Key Cash Flow Statement Metrics:

Consolidated net income

 $

 87.0

 $

 82.0

 (6.1

 )%

Deferred income tax expense

 $

 11.6

 $

 9.8

 (18.4

 )%

Accretion of interest on discounted payable to founding members under tax receivable agreement

 $

 13.9

 $

 19.6

 29.1

  %

Non-cash (gain) loss on re-measurement of the payable to founding members under the tax receivable agreement

 $

 —

 $

 1.0

 100.0

  %

Net Cash Provided by Operating Activities

 $

 133.5

 $

 133.5

 —

  %

*The percentage change is calculated as the change divided by the "As Adjusted" column.

**Note the change within the ‘Total Assets’, ‘Total Non-Current Liabilities’ and ‘Total Liabilities’ captions include the reclassification of a $5.5 million deferred tax liability to a contra deferred tax asset.

5

The impact to beginning retained earnings on January 1, 2015 was $23.6 million.  The impact to cumulative retained earnings through Q3 2017 was $31.6 million. The Company also considered the impact to ‘Item 6. Selected Financial Data’ and ‘Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations’ and noted that all impacted disclosed figures are included within the tables above.

2.

 Qualitative Guidance:

We evaluated SAB 1.M’s list of considerations for qualitative materiality as follows (We noted how this error impacted each listed item in parenthesis below):

•

 Whether the misstatement arises from an item capable of relatively precise measurement or whether it arises from an estimate and, if so, the degree of imprecision inherent in the estimate; (Yes, the misstatement can be precisely measured.)

•

 Whether the misstatement masks a change in earnings or other trends; (No, as noted further below this misstatement primarily impacts the balance sheet and the impact to net income does not mask performance measures or trends in the underlying performance of the business

CORRESP
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		Document

July 24, 2018

VIA EDGAR

Mr. Robert S. Littlepage

Accountant Branch Chief

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:      National CineMedia, Inc.

Form 10-K for Fiscal Year Ended December 28, 2017

Filed March 19, 2018

Form 10-Q for Fiscal Quarter Ended March 29, 2018

Filed May 8, 2018

File No. 001-33296

Dear Mr. Littlepage:

National CineMedia, Inc. (NCM Inc. or the Company) acknowledges receipt of the letter dated July 10, 2018 from the Staff of the Division of Corporate Finance regarding the above-referenced filings.  The Company hereby respectfully requests an extension to on or before August 14, 2018 to provide responses to the Staff’s comments contained in such comment letter.

If you have any questions regarding the foregoing, please contact the undersigned at 303-792-4906.

Sincerely,

/s/ Katherine L. Scherping

Katherine L. Scherping

Chief Financial Officer

July 10, 2018
Katherine L. Scherping
Chief Financial Officer
National CineMedia, Inc.
9110 East Nichols Ave.
Suite 200
Centennial, CO 80112
Re:National CineMedia, Inc.
Form 10-K for Fiscal Year Ended December 28, 2017
Filed March 19, 2018
Form 10-Q for Fiscal Quarter Ended March 29, 2018
Filed May 8, 2018
File No. 001-33296
Dear Ms. Scherping:
            We have limited our review of your filings 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-K for Fiscal Year Ended December 28, 2017
Note 18. Correction of an Error, page F-37
1.Please clearly explain to us, in detail, the nature of the errors in your previously issued
financial statements including a reference to the specific accounting literature that was
misapplied.  Provide us an explanation of you prior accounting and how you corrected it
including how you determined the correction amounts.  Also tell us why it was necessary
to adjust each of the balance sheet line-items in the table on page F-38.
2.Please provide us with your assessment of the materiality of the errors identified in your

 FirstName LastNameKatherine L. Scherping
 Comapany NameNational CineMedia, Inc.
 July 10, 2018 Page 2
 FirstName LastName
Katherine L. Scherping
National CineMedia, Inc.
July 10, 2018
Page 2
historical financial statements.  We refer you to the guidance in SAB Topics 1:M and 1:N.
Form 10-Q for Fiscal Quarter Ended March 29, 2018
Change in Accounting Principle and Correction of an Error, page 9
3.Please explain to us the facts and circumstances concerning the change in accounting
principle, including an explanation of  previous generally accepted accounting principle
and the newly adopted generally accepted accounting principle.  Provide us specific
references in the accounting literature as support for both the newly adopted and previous
accounting policies.
            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 Joseph Cascarano, Staff Accountant, at 202-551-3376 or Robert S.
Littlepage, Accountant Branch Chief, at 202-551-3376 with any questions.
Division of Corporation Finance
Office of Telecommunications

CORRESP
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ncmi-corresp.htm

April 12, 2018

VIA EDGAR

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:National CineMedia, Inc.

Registration Statement on Form S-3 (File No. 333-224219)

Filed April 10, 2018

Request for Acceleration of Effective Date

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, National CineMedia, Inc. hereby requests that the Securities and Exchange Commission accelerate the effective date of the above-referenced Registration Statement on Form S-3 (File No. 333-224219) and declare the Registration Statement effective as of Monday, April 16, 2018, at 4:00 p.m., Eastern time, or as soon as practicable thereafter.

Please contact the undersigned at (303) 792-3600, or David Crandall of Hogan Lovells US LLP at (303) 454‑2449, with any questions.  Also, please notify Mr. Crandall when this request for acceleration has been granted.

Very truly yours,

National CineMedia, Inc.

By:

/s/ Sarah Hilty

Name:

Sarah Hilty

Senior Vice President and General Counsel

cc:

David R. Crandall, Hogan Lovells US LLP

April 12, 2018
Andrew J. England
Chief Executive Officer
National CineMedia, Inc.
9110 E. Nichols Ave., Suite 200
Centennial, CO 80112
Re:National CineMedia, Inc.
Registration Statement on Form S-3
Filed on April 10, 2018
File No. 333-224219
Dear Mr. England:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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 William Mastrianna, Attorney-Adviser, at (202) 551-3778 with any
questions.
Division of Corporation Finance
Office of Telecommunications

Mail Stop 3720

July 22, 2016

David J. Oddo
Senior Vice President, Finance and Principal Financial Officer
National CineMedia, Inc.
9110 East Nichols Avenue, Suite 200
Centennial, CO  80112 -3405

Re: National CineMedia, Inc.
 Form 10 -K for Fiscal Year Ended December 31, 2015
Filed February 26, 2016
File No. 001 -33296

Dear Mr. Oddo :

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 u nder 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 includes the
information the Securities Exchange Act of 1934 and all  applicable rules require.

Sincerely,

 /s/ Robert S. Littlepage, for

Carlos Pacho
Senior Assistant Chief Accountant
AD Office 11 – Telecommunications

CORRESP
1
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CORRESP

 9110 E. Nichols Ave., Suite 200

Centennial, CO 80112

P 303-792-3600

ncm.com

 July 19, 2016

Mr. Robert S. Littlepage

 Accountant Branch Chief

Division of Corporation Finance

 U.S. Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
National CineMedia, Inc.

 Form 10-K for Fiscal Year Ended December 31, 2015

 Filed February 26, 2016

Form 8-K

 Filed
February 25, 2016

 File No. 001-33296

Dear Mr. Littlepage:

 National CineMedia, Inc. (NCM Inc.
or the Company) refers to the Staff’s comment letter dated July 14, 2016, on the above referenced Current Report on Form 8-K filed February 25, 2016. Set forth below is the response of the Company to the Staff’s comment. For your
convenience, the comment is repeated below prior to the Company’s response.

 We are submitting this letter through EDGAR under the label
“corresp”.

 Form 8-K Filed on February 25, 2016

Exhibit 99.1

 National CineMedia, Inc. Reports Results
for Fiscal Fourth Quarter & Full Year 2015

1.
Your presentation of Annual Adjusted OIBDA in the headline of your earnings release is inconsistent with Question 102.10 of the updated Compliance and Disclosure Interpretations issued May 17, 2016. Please review
this guidance in its entirety when preparing your next earnings release.

 Response:

The Company has reviewed the updated Compliance and Disclosure Interpretations issued May 17, 2016. The Company did not report Adjusted OIBDA in the
headline of its earnings release for the first quarter of 2016 and if non-GAAP measures are presented in future releases, it will also present the most directly comparable GAAP measure with equal or greater prominence.

*            *
 *            *            *            *
        *            *

 In connection with responding to
the Staff’s comments, the Company acknowledges that it is responsible for the adequacy and accuracy of the disclosure in its filings. The Company further acknowledges that 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. Finally, the Company acknowledges that it 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 would be pleased to discuss with you any further questions the Staff may have or
provide any additional information the Staff may need. I may be reached at 303-792-8747.

 Sincerely,

/s/ David J. Oddo

 David J. Oddo

Senior Vice President, Finance and Principal Financial Officer

Mail Stop 3720

July 14, 2016

David J. Oddo
Senio r Vice President, Finance and Principal Financial Officer
National CineM edia, Inc.
9110 East Nichols Avenue, Suite 200
Centennial, CO 80112 -3405

Re: National CineM edia, Inc.
 Form 10 -K for Fiscal Year Ended December 31, 2015
Filed February 26 , 2016

Form 8 -K
Filed February 25, 2016
File No. 001 -33296

Dear Mr. Oddo :

We have limited our review of your filing to the financial statements and related
disclosures 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 int end to
comply.

Please respond to th e comment 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
comment appl ies to your facts and circumstances, please tell  us why in your response.

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

Form 8 -K filed on February 25, 2016

Exhibit 99.1

National CineMedia, Inc. Reports Results for Fiscal Fourth Quarter & Full Year 2015

1. Your pres entation of Annu al Adjusted OIBDA in the headline  of your earnings release  is
inconsistent with Question 102.10 of the updated Compliance and Disclosure

David J. Oddo
National Cin eMedia, Inc.
July 14, 2016
Page 2

 Interpretations issued May 17, 2016.   Please review this guidance in its entirety when
preparing your n ext earnings release.

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 compa ny 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 disclosures they have made.

 In responding to our comments, please provide a written statement from the co mpany
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  Dean Suehiro, Senior Staff Accountant, at 202 -551-3384 or Robert S.
Littlepage, Accountant Branch Chief, at 202 -551-336 or me at (202) 551 -3810 with any
questions .

Sincerely,

 /s/ Robert S. Littlepage, for

 Carlos Pacho
Senior Assistant Chief Accountant
AD Office 11 – Telecommunications

May 7 , 2013

Via E-mail
Kurt C. Hall
President, Chief Executive Officer and Chairman
National Cine Media, Inc.
9110 East Nichols Avenue, Suite 200
Centennial, CO  80112

Re: National Cine Media, Inc.
Form 10-K for Fiscal  Year Ended December 27, 2012
Filed February 22 , 2013
File No. 1-33296

Dear Mr. Hall:

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 th e 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
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CORRESP

 April 26, 2013

 Mr. Terry French

 Branch Chief

 Division of Corporation Finance

 U.S. Securities and Exchange Commission

100 F Street, N.E.

 Washington, D.C. 20549

Re:
National CineMedia, Inc.

Form 10-K for Fiscal Year Ended December 27, 2012

 Filed February 22, 2013

 File No. 1-33296

Dear Mr. French:

 National CineMedia,
Inc. (NCM Inc. or the Company) refers to the Staff’s comment letter dated April 15, 2013, on the above referenced Annual Report on Form 10-K for the year ended December 27, 2012. Set forth below are the responses of the Company to the
Staff’s comments. For your convenience, each comment is repeated below prior to the Company’s response.

 We are submitting this
letter through EDGAR under the label “corresp”, as well as providing this copy to the Staff via e-mail.

 Form 10-K for the Fiscal
Year Ended December 27, 2012

 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations

 National Advertising Revenue, page 44

1.
On page 44, you state that online and mobile revenue increased 52.4% during 2012 compared to 2011 as you continue to place more focus on the online and mobile market,
including selling advertising that combines on-screen, lobby and online and mobile marketing components. It is unclear how this increase impacts your total national advertising revenue and if you expect this trend to continue in the future. Please
revise similar discussions in future filings to provide context so that a reader can understand how significant this increase is to overall national advertising revenue and if you expect past performance to be indicative of future results. In your
response, please provide us with your proposed disclosures.

 Response:

The Company acknowledges the Staff’s comment and in its Form 10-Q for the quarterly period ended March 28, 2013, the Company will include
context around its discussion of its online and mobile revenue so that a reader can understand how significant any fluctuations are to overall revenue and if it expects past performance to be indicative of future results.

 1

 We advise the Staff supplementally that online and mobile revenue increased approximately $1.7 million, or
52.4%, from $3.3 million during the year ended December 29, 2011 to $5.0 million for the year ended December 27, 2012. For the year ended December 27, 2012, online and mobile revenue represented 1.7% and 1.1% of national advertising
revenue (excluding beverage) and total revenue, respectively. The Company determined it was appropriate to include this information in its explanation of the fluctuation in national advertising revenue because the increase represented approximately
7% of the total increase in national advertising revenue year-over year.

 In future filings, the Company intends to include a revised
disclosure similar to the following if the fluctuation in online and mobile revenue is considered significant to the explanation of the total fluctuation in national advertising revenue during the relevant periods. We expect that it may be possible
that fluctuations in online and mobile revenue are not significant to the explanation of the overall fluctuation in national advertising revenue during a particular period, in which case the Company will not comment on this revenue stream. In its
Form 10-Q filing for the quarterly period ended March 28, 2013, the Company intends to include the following disclosure.

 Online and
mobile revenue increased approximately $0.5 million, or 83.3%, from $0.6 million during the three months ended March 29, 2012 to $1.1 million for the three months ended March 28, 2013. This revenue represented 2.1% and 1.3% of national
advertising revenue (excluding beverage) and total revenue, respectively during the three months ended March 28, 2013. Online and mobile revenue increased because the Company continued to increase the number of integrated marketing packages
sold to its clients that combine on-screen, lobby and online and mobile marketing components. The Company intends to increase its focus on these integrated solutions to its clients in the future as online and mobile advertising is becoming a more
important part of the marketing mix for marketers.

 Notes to Financial Statements

Note 1. Basis of Presentation and Summary of Significant Accounting Policies

 Revenue Recognition, page F-9

2.
Please expand your revenue recognition policy to explain in more detail the type, nature and terms of your advertising contracts, how you determine that a contract has
been fulfilled and how you determine the amount of make-good provisions. Explain what actions or events in your business lead to a conclusion that the appropriate revenue recognition criteria have been met. In your response, please provide us with
your proposed disclosures.

 Response:

 The Company acknowledges the Staff’s comment and in its Form 10-Q for the quarterly period ended March 28, 2013, the Company will include expanded disclosure regarding its revenue recognition
policies. In future filings, the Company intends to include the following revised disclosure.

 Revenue Recognition— The
Company derives revenue principally from advertising revenue, which includes on-screen advertising, lobby network (LEN) and lobby promotions and advertising on entertainment websites and mobile applications owned by other companies. The Company also
derived approximately 10.3% of its revenue in the first quarter of 2013 from Fathom Events. Revenue is recognized when persuasive evidence of an arrangement exists, delivery occurs or services are rendered, the sales price is fixed and determinable
and collectability is reasonably assured. The Company considers the terms of each arrangement to determine the appropriate accounting treatment.

 2

 On-screen advertising consists of national and local advertising. National advertising is sold on a cost per
thousand (“CPM”) basis, while local and regional advertising is sold on a per-screen, per-week basis. The Company recognizes national advertising as impressions (or theatre attendees) are delivered and recognizes local on-screen
advertising revenue during the period in which the advertising airs. The Company recognizes revenue derived from lobby network and promotions when the advertising is displayed in theatre lobbies and recognizes revenue from branded entertainment
websites and mobile applications when the online or mobile impressions are served. The Company may make contractual guarantees to deliver a specified number of impressions to view the customers’ advertising. If those contracted number of
impressions are not delivered, the Company will either run additional advertising to deliver the contracted impressions at a later date, which the Company refers to as a make-good provision, or the Company will refund the fee related to the
undelivered impressions. The Company defers the revenue associated with the make-good until the advertising airs to the theatre attendance specified in the advertising contract. The make-good provision is recorded within accrued expenses in the
Consolidated Balance Sheets. Deferred revenue consists of payments received in advance of being earned and is classified as a current liability as it is expected to be earned within the next twelve months. Fathom events revenue is recognized in the
period in which the event is held.

3.
In addition, we note from your discussion of national advertising revenue on page 44, that online and mobile revenue increased during 2012 as you continue to place more
focus on the online and mobile markets. Please expand your revenue recognition policy to address the type, nature and terms of these arrangements and how you apply the revenue recognition criteria. In your response, please provide us with your
proposed disclosures.

 Response:

 The Company acknowledges the Staff’s comment and in its Form 10-Q for the quarterly period ended March 28, 2013, the Company will include expanded disclosure regarding its revenue recognition
policies, including online and mobile revenue. Please refer to the response to Comment #2 for this disclosure.

 Note 6. Income Taxes, page
F-16

4.
We note that during 2012, you corrected errors in the blended state tax rate used to measure the net deferred tax asset “Excess of tax basis over book basis –
investment in consolidated subsidiary NCM LLC”. As a result of these out-of-period adjustments, you recorded a decrease of $22.7 million to its deferred tax asset for its ownership interest in NCM LLC to reflect the tax effected difference
between the tax basis and the book basis of these assets. In addition, you recorded a decrease of $17.9 million in its long-term payable to founding members. The impact of these adjustments was a total out of period income statement impact of $5.3
million which consisted of an adjustment to deferred tax expense of $9.6 million offset by a reduction of TRA interest expense of $4.3 million. Please tell us more about these adjustments, including the period in which the errors originated and your
basis for concluding that these out of period adjustments were not material to each related period. Please provide us with your SAB Topic 1.M and SAB Topic 1.N analysis supporting your conclusion.

 3

 Response:

 At the time of the Company’s IPO in February 2007, when NCM Inc. originally set-up its deferred tax assets and liabilities, namely the IRC Section 754 Step-Up (“Step-Up”) asset and the
associated Tax Receivable Agreement Interest Accretion Liability on its balance sheet in accord with ASC 740 Accounting for Income Taxes, the gross book-tax temporary differences on NCM Inc.’s balance sheet and its share (as measured by
its end-of-year ownership percentage) of National CineMedia LLC’s (“LLC”) Exhibitor Service Agreement (“ESA”) asset were measured at a deferred tax rate of 40%. The Company used the 40% rate because it closely approximated
the actual enacted tax rates at the time these tax assets and liabilities were initially established.

 In addition, the amortization from both
the IRC Section 754 asset and the ESA asset are subject to a Tax Receivable Agreement (“TRA”) between NCM Inc. and the three other members of LLC. Under the terms of this agreement, 90% of the tax benefit realized on NCM Inc.’s
federal and state returns, for any given tax year, as a result of the amortization of the ESA asset and the Step-Up asset is payable back to the other three members of LLC. This benefit is measured at the effective blended tax rate realized by NCM
Inc. on its filed federal and state tax returns for a particular tax year. When the liability for the TRA payments was originally booked at the time of the IPO, and when it was adjusted for subsequent TRA payments made by NCM Inc. to the other LLC
members, 40% was used to measure the expected benefit to be paid, consistent with the rate used to value the associated deferred tax assets and liabilities.

 Determining the estimated statutory income tax rates that are applied to the Company’s current and deferred income tax calculations is a detailed and complex process that is impacted most
significantly by the tax jurisdictions in which the Company is doing business. Currently the Company files tax returns in all but two of the states that impose a corporate income tax in addition to multiple local and city jurisdictions across the
country. Changes to state tax rates, sales sourcing rules, apportionment laws and the proper reflection of income attributable to NCM LLC potentially alter the apportionment and allocation of income among the states, and local jurisdictions, for
income tax purposes. Other differences in state tax treatment are due to various state adjustments to federal income including bonus depreciation, the effect of state income taxes, guaranteed payments, IRC Section 754 amortization and other
temporary and permanent differences.

 During 2012, the Company undertook a state income tax rate look-back review, that was done for each year
back to the IPO, in order to ensure that it was following the various state and local jurisdictions’ statutes and regulations in regard to both apportionment and sales sourcing. As discussed above, historically the Company had used a 40% rate
for the measurement of its deferred tax assets and liabilities. Following completion of the tax analysis, including a review by the Company’s external tax consultants in the fourth quarter of 2012, as well as, review and discussion with the
Company’s Audit Committee, the Company decided to record these errors as a cumulative adjustment in its 2012 Consolidated Financial Statements. The Company determined that since the adjustment was not the result of new information it
represented a correction of an error and not a change in accounting estimate. The Company further determined that the adjustment was not material to each related period.

 In conjunction with this study, and other process improvements around the income tax provision, the state blended rate is analyzed each quarter to capture tax rate, apportionment and sales sourcing
changes in order to properly measure the deferred tax assets and liabilities. Accordingly, future adjustments are expected to be reflected in the proper periods resulting from changes in tax rates and sources of taxable income.

 4

 We hereby supplementally provide the Staff under a separate cover letter further information about the
periods in which the errors occurred and its basis for concluding that these out of period adjustments were not material to each related period.

 *        *        *        *        *
       *        *        *

In connection with responding to the Staff’s comments, the Company acknowledges that it is responsible for the adequacy and accuracy of the
disclosure in its filings. The Company further acknowledges that 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. Finally, the Company acknowledges that it 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 would be pleased to discuss with you any further questions the Staff may have or provide any additional information the Staff may need. I may be
reached at 303-792-8788.

Sincerely,

 /s/ Kurt C. Hall

Kurt C. Hall

President, Chief Executive Officer and Chairman

 5

April 1 5, 2013

Via E-mail
Kurt C. Hall
President, Chief Executive Officer and Chairman
National Cine Media, Inc.
9110 East Nichols Avenue, Suite 200
Centennial, CO  80112

Re: National Cine Media, Inc.
Form 10-K for Fiscal  Year Ended December 27, 2012
Filed February 22 , 2013
File No. 1-33296

Dear Mr. Hall:

We have reviewed your filing and have the following comments.  We have limited our
review to only your financial statements and related disclosures and do not intend to expand our
review to other portions of your documents.  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 this letter within ten business days by providing the requested
infor mation  or by advising us when you will provide the requested response.   If you do not
believe our comments apply to your facts and circumstances, please tell us why in your response.

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

Mr. Kurt C. Hall
National Cine Media, Inc.
April 1 5, 2013
Page 2

Form 10 -K for the Fiscal Year Ended December 27, 2012

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations

National Advertising Revenue, page 44

1. On page 44,  you state that on line and mobile revenue increased 52.4% during 2012
compared to 2011 as you continue to place more focus on the online and mobile market,
including selling advertising that combines on -screen, lobby and online a nd mobile
marketing compone nts.  It is unclear how this increase impacts your total national
advertising revenue and if you expect this trend to continue in the future.  Please revise
similar discussions in future filings to provide context so that a reader can understand
how signif icant this increase is to overall national advertising revenue and if you expect
past performance to be indicative of future results.   In your response, please provide us
with your proposed disclosures.

Notes to Financial Statements

Note 1. Basis of Pres entation and Summary of Significant Accounting Policies

Revenue Recognition, page F -9

2. Please e xpand your revenue recognition policy to explain in more detail the type, nature
and terms of your advertising contracts, how you determine that a contract has been
fulfilled and how you determine the amount of make -good provisions.  E xplain what
actions or events in your business lead to a conclusion that the appropriate revenue
recognition  criteria  have been met .  In your response, please provide us with your
proposed disclosures.

3. In addition, we note from your discussion of national advertising revenue on page 44, that
online and mobile revenue increased during 2012 as you continue to place more focus on
the online and mobile markets.  Please expand your revenue recognition policy to address
the type, nature and terms of these arrangements and how you apply the revenue
recognition criteria.   In your response, please provide us with your proposed disclosures.

Note 6. Income Taxes, page F -16

4. We note that during 2012, you corrected errors in the blended state tax rate used to
measure the net deferred tax asset “Excess of tax basis over book basis —investment in
consolidated subsidiary NCM LLC”. As a result of these out -of-period adjustments, you
recorded a decrease of $22.7 million to its deferred tax asset for its ownership interest in
NCM LLC to reflect the tax effected difference between the tax basis and the book basis

Mr. Kurt C. Hall
National Cine Media, Inc.
April 1 5, 2013
Page 3

 of these assets. In addition, you recorded a decrease of $17.9 million in its long -term
payable to founding members. The impact of these adjustments was a total out of period
income statement impact of $5.3  million which consisted of an adjustment to deferred tax
expense of $9.6 million offset by a reduction of TRA interest expe nse of $4.3 million.
Please tell us more about these adjustments, including the period in which the errors
originated and your basis for concluding that th ese out of period adjustment s were not
material to each related period. Please provide us with your SAB Topic 1.M and SAB
Topic 1.N analysis supporting your conclusion.

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 o f
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 disclosures they have made.
In respon ding 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 State s.

You may contact Christy Adams, Senior Staff Accountant, at (202) 551 -3363  or Terry
French, Accountant Branch Chief,  at (202) 551 -3828 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/ Terry French for

Larry Spir gel
Assistant Director

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

       DIVISION OF
CORPORATION FINANCE

 Mail Stop 3720           December 30, 2008  Mr. Ralph E. Hardy Executive Vice President, Secr etary and General Counsel
National CineMedia, Inc.   9110 East Nichols Avenue, Suite 200 Centennial, Colorado  80112-3405
RE: National CineMedia, Inc.
Form 10-K for the year ended December 27, 2007
  Filed March 7, 2008   File No. 001-33296

 Dear Mr. Hardy:
We have completed our review of your Form 10-K and have no further comments
at this time.

Sincerely,

        L a r r y  S p i r g e l          A s s i s t a n t  D i r e c t o r

CORRESP
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Correspondence

 December 29, 2008

 Mr. Larry Spirgel, Assistant Director

 Division of Corporation Finance

 Securities and Exchange Commission

 100 F Street, N. E.

 Washington, DC 20549-3720

Re:
National CineMedia, Inc.

Form 10-K for the year ended December 27, 2007

Filed March 7, 2008

File No. 001-33296

 Dear Mr. Spirgel:

 The following response to your Comment Letter dated December 5, 2008 (received on December 16, 2008) regarding your review of the Form 10-K for the year ended
December 27, 2007 for National CineMedia, Inc. (the “Company”), is being transmitted via EDGAR for filing with the Securities and Exchange Commission (the “Commission”).

 In preparing our response to the Comment Letter, the Company acknowledges the following:

•

 The Company is responsible for the adequacy and accuracy of the disclosure in the referenced filing(s);

•

 The 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(s); 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.

 For your convenience, we have restated the comments and keyed all responses to the numbering of the comments and the headings
used in the Comment Letter.

 Form 10-K for the year ended December 31, 2007:

1.
Available Information, page 20: In future filings, please revise your disclosure to reflect our current address, 100 F. Street, N.E., Washington, D.C. 20549.

 The Company apologizes for using an incorrect address and will use the current address in all of our future filings.

2.
EBITDA, page 48: In future filings, please disclose that management uses EBITDA in determining levels of executive compensation.

 The Company acknowledges the staff’s comment and will disclose in our future filings that EBITDA (or
the equivalent measure of OIBDA as applicable) is used in determining the levels of executive compensation.

 Definitive Proxy Statement Incorporated
by Reference into Part III of Form 10-K:

3.
Certain Relationships and Related Party Transactions, page 12: We note you disclose numerous agreements entered into by NCM, Inc. and NCM LLC in 2007. In addition, we note that
you have not filed some of the agreements as exhibits to your Form 10-K for fiscal year ended December 27, 2007. In future filings, please file such agreements as exhibits or confirm in your response letter that you consider them ordinary
course agreements pursuant to Regulation S-K Item 601(b)(10).

 The Company has reviewed the agreements referenced in
the Certain Relationships and Related Party Transactions section and advises the staff as follows:

a.
Exhibitor Services Agreements – Please refer to exhibits 10.2, 10.3 and 10.4 in the Index to Exhibits included in the filing.

b.
Exhibitor Services Agreement Payment Letter – Please refer to exhibit 10.5 in the Index to Exhibits included in the filing.

c.
NCM LLC Operating Agreement – Please refer to exhibit 10.1 in the Index to Exhibits included in the filing.

d.
Common Unit Adjustment Agreement – Please refer to exhibit 10.6 in the Index to Exhibits included in the filing.

e.
Tax Receivable Agreement – Please refer to exhibit 10.7 in the Index to Exhibits included in the filing.

f.
Loews Screen Integration Agreement – Please refer to exhibit 10.8 in the Index to Exhibits included in the filing.

g.
Software License Agreement – Please refer to exhibit 10.9 in the Index to Exhibits included in the filing.

h.
Director Designation Agreement – Please refer to exhibit 10.10 in the Index to Exhibits included in the filing.

i.
Registration Rights Agreement – Please refer to exhibit 10.11 in the Index to Exhibits included in the filing.

j.
Management Services Agreement – Please refer to exhibit 10.12 in the Index to Exhibits included in the filing.

k.
Option Substitution Agreement – Please refer to exhibit 10.20 in the Index to Exhibits included in the filing.

l.
Restricted Stock Agreement – Please refer to exhibit 10.21 in the Index to Exhibits included in the filing.

 With respect to the Unit Purchase Agreement and the Common Unit Subscription Agreement, the Company advises the staff that these agreements were entered
into in connection with the formation of the Company prior to its initial public offering (the “IPO”) and the underwriters’ exercise of their over-allotment option in the IPO. These contracts and agreements have been completely
performed and all obligations of all parties to these agreements were completed at or before the closing of the IPO. As a result, the company determined that these contracts were not required to be and have not been filed as exhibits to our filings.

 Similarly, the Joint Defense Agreement was entered into in connection with the restructuring of National
CineMedia LLC in connection with the Company’s IPO and the Company is not a party to the Joint Defense Agreement. Therefore, the Company has determined that this agreement was not required to be filed as an exhibit to the Company’s
filings.

 For the related party transactions noted with Ideacast, Inc., The Anschutz Corporation, AEG Live, Hughes Network, and various
office subleases with our Founding Members, management confirms that these are not material to the Company or are ordinary course agreements and as such are not required to be and have not been filed as exhibits to our filings.

4.
Summary of the Performance Plan, page 29 and Limitation on Discretion, page 30: In future filings, please explain the subjective criteria used with respect to each executive in
decisions to reduce the amounts of potential performance bonus awards. Please refer to Item 402(b)(2)(ix) of Regulation S-K.

 The Company acknowledges the staff’s comment and will provide, in future filings, a more clear reference between sections to provide users detailed disclosure concerning the subjective criteria used with each named executive.
Management respectfully notes for the staff that the criteria are outlined in footnotes (1) through (5) in the table titled “Fiscal 2007 Performance Bonus” on page 42 of the filing.

5.
Elements of Compensation, page 40 and Base Salary, page 41: We note on page 41 under “Base Salary”, you state that “we believe that executive base salaries should
be targeted near the median of the range of salaries for executives in similar positions with similar responsibilities at comparable advertising, sales and digital technology companies, in line with our compensation philosophy.” In future
filings, for purposes of Item 402(b)(2)(xiv) of Regulation S-K, please identify the benchmarked companies. In addition, please discuss how the Compensation Committee used the benchmarking information to determine the levels and amounts of named
executive officer compensation.

 The Company acknowledges the staff’s comment and will, to the extent applicable and
relevant to the determination by the Compensation Committee of compensation for the named executives, provide additional disclosure, including identification of benchmarked companies and/or groups of companies examined in our future filings.

6.
Compensation Decisions for 2008, page 48: We note your disclosure that the Compensation Committee “retained and will direct a nationally recognized consulting firm to
provide independent advice and recommendations to the committee regarding executive compensation.” With respect to the engagement of the outside consulting firm, please in future filings provide the full disclosure set forth
Item 407(e)(3)(iii) of Regulation S-K. This includes the identity of the consulting firm and a discussion of the material elements of the instructions or directions the committee gave to the compensation consultant with respect to the
performance of its duties under the engagement.

 The Company acknowledges the staff’s comment and will identify the consulting firm retained and
material elements of direction from the Compensation Committee provided during the engagement in our future filings.

 If you would like to discuss any of
the responses above or any other matter, please contact Ralph E. Hardy, Executive Vice President, Secretary and General Counsel of National CineMedia, Inc. at (303)792-8630 or Gary W. Ferrera, Executive Vice President and Chief Financial Officer of
National CineMedia, Inc. at (303)792-8230.

Sincerely,

/s/ Ralph E. Hardy

December 29, 2008

Ralph E. Hardy

Executive Vice President, Secretary and General Counsel

cc:
    Mashenka Lundberg, Holme Roberts & Owen LLP

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

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720

December 5, 2008
  Mr. Kurt C. Hall President, Chief Executive Officer  National CineMedia, Inc.   9110 East Nichols Avenue, Suite 200 Centennial, Colorado  80112-3405
RE: National CineMedia, Inc.
Form 10-K for the year ended December 27, 2007
  Filed March 7, 2008   File No. 001-33296

 Dear Mr. Hall:
We have reviewed your filing and have the following comments.  If you disagree with a
comment, we will consider your explanation as to why it is inapplicable or a revision is
unnecessary.  Please be as detailed as  necessary in your explanation.
  Please comply with our comments in future  filings.  Confirm in writing that you will do
so and also explain to us how you intend to compl y.  Please do so within the time frame set forth
below.  Please understand that after our revi ew of your responses, we may raise additional
comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements and to enhance the overall disclosure in
your filing.  We look forward to working with you in these respects.  We welcome any questions
you may have about our comments or on any other aspe ct of our review.  Feel free to call us at
the telephone numbers listed at  the end of this letter.
 Form 10-K for the year ended December 31, 2007

 Available Information, page 20

 1. In future filings, please revise your disclosure  to reflect our current address, 100 F. Street,
N.E., Washington, D.C. 20549.

National CineMedia, Inc.
December 5, 2008 Page 2  EBITDA, page 48

 2. In future filings, please disclose that mana gement uses EBITDA in determining levels of
executive compensation.
 Definitive Proxy Statement Incorporated By Reference Into Part III of Form 10-K

 Certain Relationships and Relate d Party Transactions, page 12

 3. We note you disclose numerous agreements entered into by NCM, Inc. and NCM LLC in
2007.  In addition, we note that you have not file d some of the agreements as exhibits to
your Form 10-K for fiscal year ended Decem ber 27, 2007.  In future filings, please file
such agreements as exhibits or confirm in  your response letter that you consider them
ordinary course agreements pursuan t to Regulation S-K Item 601(b)(10).

Summary of the Performance Plan, page 29

 Limitation on Discretion, page 30

 4. In future filings, please explain the subjectiv e criteria used with respect to each executive
in decisions to reduce the amounts of potential performance bonus awards.  Please refer
to Item 402(b)(2)(ix) of Regulation S-K.

Elements of Compensation, page 40

 Base Salary, page 41

 5. We note on page 41 under “Base Salary”, you state that “we believe that executive base
salaries should be targeted near the median  of the range of sala ries for executives in
similar positions with similar responsibilities at comparable advertising, sales and digital
technology companies, in line with our compen sation philosophy.”  In future filings, for
purposes of Item 402(b)(2)(xiv) of Regulat ion S-K, please identify the benchmarked
companies.  In addition, please discuss how the Compensation Committee used the
benchmarking information to determine the levels and amounts of named executive
officer compensation.
 Compensation Decisions for 2008, page 48

 6. We note your disclosure that the Compen sation Committee “retained and will direct a
nationally recognized consulting firm to provide independent advice and
recommendations to the committee regarding executive compensation.”  With respect to
the engagement of the outside consulting firm , please in future filings provide the full
disclosure set forth Item 407(e )(3)(iii) of Regulation S-K.  This includes the identity of
the consulting firm and a discussion of the ma terial elements of the instructions or
directions the committee gave  to the compensation consultant with respect to the
performance of its duties under the engagement.

National CineMedia, Inc.
December 5, 2008 Page 3
*    *    *    *

Please respond to these comments within 10 business days or tell us when you will
provide us with a response.  Please furnish a lett er that keys your respon ses to our comments and
provides any requested information.  Detailed letter s greatly facilitate our review.  Please file
your letter over EDGAR.  Please understand th at we may have addi tional comments after
reviewing your responses to our comments.     We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filings reviewed by the staff to be certain  that they have provided all information investors
require for an informed decision.  Since the comp any and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of
the disclosures they have made.     In connection with responding to our comme nt, please provide, in writing, a statement
from the company acknowledging that
• the company is responsible for the adequacy an d accuracy of the disclo sure in the 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 filings; 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.
 In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filings or in response to our  comments on your filings.

You may contact Reid Hooper, Staff Attorn ey, at (202) 551-3359, or  me, at (202) 551-
3810 with any questions.            S i n c e r e l y ,
Assistant Director
         L a r r y  S p i r g e l

National CineMedia, Inc.
December 5, 2008 Page 4

CORRESP
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Letter to the Securities & Exchange Commission

DENVER

February 6, 2007

Via EDGAR and Facsimile (202) 772-9205

BOULDER

Mr. Larry Spirgel

Assistant Director

Division of Corporation Finance

U.S. Securities and Exchange Commission

COLORADO SPRINGS

100 F Street, N.E.

Washington, D. C. 20549-3720

 LONDON

 Re:

 National CineMedia, Inc.

 Amendment No. 6
to Registration Statement on Form S-1

 Filed February 6, 2007

 File No. 333-137976

LOS ANGELES

Dear Mr. Spirgel:

 MUNICH

 This letter is being submitted in response to an oral comment received from Ms. Cheryl Grant and Mr. William Bennett of the staff of the Commission
(the “Staff”) in a telephone conversation on February 6, 2007 (the “Feb. 6 Comment”).

SALT LAKE CITY

 The responses and supplemental information provided herein in response to the Feb. 6 Comment are based upon information provided by
representatives of the Company and the Company’s advisors. We have not independently verified the accuracy and completeness of such information.

SAN FRANCISCO

 For your convenience, we have restated the Feb. 6 Comment below, followed by the Company’s response. The page numbers below refer to the
Company’s Amendment No. 6 to Registration Statement filed on February 6, 2007.

Summary

 1.      Please explain the reason for deleting the numerical disclosure on page 6 relating to the
amount of the periodic cash payments to be paid to the founding members pursuant to the tax receivable agreement and explain why the numerical disclosure is not necessary for an understanding of the risk factor on page 27.

 Mr. Larry Spirgel

 February 6,
2007

 Page 2

 The Company has deleted the numerical disclosure on pages 6, 27, and 144 of the Registration Statement because it has concluded that the total amount
of the periodic cash payments to be paid to the founding members pursuant to the tax receivable agreement is not reasonably estimable in a manner that provides helpful information to investors. The Company has reached this conclusion because
numerous variables could affect the payments to be made under the tax receivable agreement and because changes in those variables would also be likely to materially affect any estimate. A description of certain of the variables that will affect the
payments to be made under the tax receivable agreement has been added to the disclosure on page 144.

 One factor that is of particular importance to the Company in reaching its conclusion is the Company’s belief that a primary assumption that it
had used to calculate the numerical disclosure in its previous filing, namely, the redemption by the founding members of all of their common membership units in NCM LLC solely in exchange for shares of common stock in NCM Inc. in a taxable
transaction at the time of closing of the initial public offering, is not likely to occur. As a result, the Company believes that the numerical disclosure was not particularly helpful to investors and, given the number of variables outside of the
control of the Company, the Company was not able to compile a set of likely assumptions involving those variables.

 In addition, the Company believes that the numerical disclosure is not necessary for an understanding of the tax receivable agreement and associated
risks to the Company. The agreement provides for payment of 90% of the cash savings, if any, in taxes that the Company actually realizes as a result of the various transactions described in the Registration Statement. Therefore, the Company believes
that the actual amounts of the payments are not key to an understanding of the potential risks to the Company. Instead, the Company believes it is important to understand what transactions give rise to the tax savings, and the percentage of the
savings being paid to the founding members. Furthermore, the Company believes that the potential risk associated with the

 Mr. Larry Spirgel

 February 6, 2007

 Page 3

founding member indemnification obligations as disclosed in the risk factor discussion on page 27 and again in the discussion of the tax receivable agreement on page 144 is the other
important element of an investor’s understanding of the potential risks to the Company associated with entering into the tax receivable agreement.

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

 Sincerely,

 /s/ Holme Roberts & Owen LLP

 Holme Roberts & Owen LLP

 cc:    William Bennett

          Cheryl Grant

          Claire DeLabar

          Carlos Pacho

          Ralph E. Hardy

          Mark Wehrle

          Casey T. Fleck

          Nicholas P. Saggese

CORRESP
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Correspondence Letter

 BY FACSIMILE AND EDGAR TRANSMISSION

 February 6, 2007

 Securities and Exchange Commission

 Division of Corporate Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
National CineMedia, Inc.

 Registration Statement on Form
S-1 (File No. 333-137976)

 Dear Sir/Madam:

 In accordance with Rule 461 of Regulation C under the Securities Act of 1933, as amended (the “Securities Act”), the undersigned, as representatives of the underwriters, hereby join in the request of National CineMedia, Inc. that
the effective date for the above-referenced registration statement be accelerated so that it be declared effective at 4:30 p.m. (Eastern Standard Time), on February 7, 2007, or as soon thereafter as practicable.

 Pursuant to Rule 460 under the Securities Act, we advise you that copies of the preliminary prospectus, dated January 25, 2007, relating to the
above-referenced offering have been distributed as follows during the period of January 25, 2007 through February 5, 2007:

38,264

total copies distributed;

37,559

copies to prospective underwriters;

702

copies to institutional investors; and

3

copies to others.

 We also wish to advise you that the underwriters have complied with and will continue to comply
with the requirements regarding the distribution of preliminary prospectuses and final prospectuses set forth in Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

Very truly yours,

Credit Suisse Securities (USA) LLC

J.P. Morgan Securities Inc.

Lehman Brothers Inc.

Morgan Stanley & Co. Incorporated

By:

Credit Suisse Securities (USA) LLC

By:

 /s/ Jeff Lipkin

Name:

Jeff Lipkin

Title:

Director

CORRESP
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Correspondence Letter

 National CineMedia, Inc.

 9110 E. Nichols Ave., Suite 200

 Centennial, Colorado 80112-3405

 February 6, 2007

 VIA FACSIMILE
(202) 772-9205 AND EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D. C. 20549-3720

 Attn: Mr. William Bennett

Re:
National CineMedia, Inc.

 Registration Statement
on Form S-1

 (File No. 333-137976)

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, National CineMedia, Inc. (the
“Company”) hereby requests that the effective date of the above-captioned Registration Statement be accelerated so that such Registration Statement will be declared effective at 4:30 p.m., eastern standard time, on February 7, 2007,
or as soon thereafter as possible. By separate letter, the underwriters of the issuance of the securities being registered have joined in this request for acceleration.

 In connection with its request, the Company hereby acknowledges that:

•

 should the Commission or 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.

Sincerely,

 /s/ Ralph E. Hardy

Ralph E. Hardy

Executive Vice President, General Counsel and Secretary

CORRESP
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Response Letter

 DENVER

 BOULDER

 COLORADO SPRINGS

 LONDON

 LOS ANGELES

 MUNICH

 SALT LAKE CITY

 SAN FRANCISCO

 February 6, 2007

 Via EDGAR and Overnight Courier

 Mr. Larry Spirgel

 Assistant Director

 Division of Corporation Finance

 U.S. Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, D. C.
20549-3720

 Re:   National
CineMedia, Inc.

          Amendment No. 5 to
Registration Statement on Form S-1

          Filed
January 26, 2007

          File No.
333-137976

 Dear Mr. Spirgel:

 On behalf of National CineMedia, Inc., a Delaware corporation (the
“Company”), we have transmitted via EDGAR for filing with the Securities and Exchange Commission (the “Commission”) Amendment No. 6 to the above-referenced Registration Statement on Form S-1 of the Company (the
“Registration Statement”).

 The Registration Statement
has been revised in response to the comments received from the staff of the Commission (the “Staff”) in its letter to Mr. Ralph E. Hardy dated February 5, 2007 (the “Feb. 5 Comment Letter”) and to update certain
information. To facilitate your review, we are sending to the attention of William Bennett six copies of Amendment No. 6, three of which have been marked to show changes from Amendment No. 5 to the Registration Statement filed on
January 26, 2007. All references to page numbers in the responses below refer to page numbers in the prospectus as revised in Amendment No. 6.

 The responses and supplemental information provided herein in response to the Feb. 5 Comment Letter are based upon information provided by
representatives of the Company and the Company’s advisors. We have not independently verified the accuracy and completeness of such information.

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

 Mr. Larry Spirgel

 February 6,
2007

 Page 2

 Responses to the Feb. 5 Comment Letter

 For your convenience, we have restated the comments and the headings used in the Feb. 5 Comment Letter.

 Prospectus Summary

 Digital Cinemedia, page 7

 1.      Under Digital
Cinema on page 7, quantify the monthly fee you will earn and file the amended and restated letter agreement relating to digital cinema as an exhibit.

 The Company has revised the disclosure on pages 7, 104 and 148 to update the disclosure to reflect the current status of negotiations with the
founding members about the provision of services by the Company to the yet-to-be-formed digital cinema venture. At this time, it is not known what services, if any, will be provided by the Company and on what terms. There are no plans for payment of
fees and any future compensation arrangements will be subject to approval by a committee comprised of the Company’s independent directors. The references to the amended and restated letter agreement have been deleted since the terms of that
agreement are no longer part of the structure being discussed by the parties.

 Corporate History and Reorganization, page 74

 Reorganization, page
75

 2.      You state on pages 37 and 76 the “[t]he purpose for issuing the preferred membership units in connection with the non-cash recapitalization, and for subsequently redeeming all the preferred
membership units in connection with the offering, is to create an efficient mechanism for distributing all the redemption proceeds to [the] founding members.” Please explain here what you mean by “an efficient mechanism for distributing
all the redemption proceeds,” and elaborate as to why the common membership units are being exchanged for, in part, preferred membership units that only will be redeemed shortly thereafter.

 Mr. Larry Spirgel

 February 6,
2007

 Page 3

 The Company has revised the disclosure on pages 37 and 76 to explain what is meant by “an efficient mechanism for distributing all the
redemption proceeds,” and to elaborate as to why the common membership units are being exchanged for, in part, preferred membership units that will be redeemed shortly thereafter.

 Executive Compensation, page 117

 Employment and Other Agreements, page 125

 3.      The employment
agreement entered into with Kurt C. Hall indicates that his stretch bonus will be at least 150% of his base salary. See Exhibit 10.15. The disclosure on page 125 indicates that his stretch bonus will be at least 50% of his base salary. Please
reconcile as necessary.

 The Company has revised the disclosure
on page 125 to clarify the formula for Mr. Hall’s bonus.

 Part
II

 Item 16, Exhibit and Financial Schedules

 4.      Tell us why you
have intentionally omitted exhibits 10.1 and 10.7.

 The Company
advises the Staff that Exhibit 10.1, which referred to the Senior Secured Credit Facility, and Exhibit 10.7, which referred to the Digital Cinema Services Agreement, were intentionally omitted because those agreements were still being negotiated and
forms of these agreements had not yet been agreed upon by the parties at the time of filing Amendment No. 4 and Amendment No. 5 to the Registration Statement. Since that time, the parties have agreed upon a form of Senior Secured Credit
Facility and that form of agreement is included in this filing. The Senior Secured Credit Facility and all other documents which were filed in form only will be filed on Form 8-K after execution. It is not

 Mr. Larry Spirgel

 February 6,
2007

 Page 4

 known at this time whether a Digital Cinema Services Agreement will be negotiated in the future and therefore, no form of such agreement has been filed.

 5.      Regarding the
exhibits for which confidential treatment has been requested, please include a legend indicating both that the material has been omitted pursuant to a request for confidential treatment and that the material has been filed separately with the
Commission.

 The Company has revised the legend for
Exhibits 10.8, 10.10 and 10.11 on page II-3 to indicate both that the material has been omitted pursuant to a request for confidential treatment and that the material has been filed separately with the Commission.

 Legality Opinion

 6.      Counsel’s
opinion regarding the shares being registered must speak as of the date of effectiveness of the registration statement. Yet, in the final paragraph of the January 23, 2007 opinion included as an exhibit to Amendment No. 4 filed on
January 24, 2007, counsel states that “[t]he opinions expressed herein are rendered as of the date hereof.” As a result, please file a revised opinion with your next pre-effective amendment that does not include the initial two
sentences of the final paragraph or that otherwise ensures the opinion speaks as of the date of effectiveness of the registration statement.

 The Company has included as an exhibit to Amendment No. 6 a revised legal opinion that does not include the initial two sentences of the final
paragraph as previously filed.

 Mr. Larry Spirgel

 February 6,
2007

 Page 5

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

Sincerely,

/s/ Holme Roberts & Owen LLP

Holme Roberts & Owen LLP

 cc:    William Bennett

 Cheryl Grant

 Claire
DeLabar

 Carlos Pacho

 Ralph E. Hardy

 Mark Wehrle

 Casey T. Fleck

 Nicholas P. Saggese

Mail Stop 3720

February 5, 2007

Ralph E. Hardy, Esq.
Executive Vice President and General Counsel
National CineMedia, Inc.
9110 E. Nichols Ave., Suite 200
Centennial, Colorado 80112-3405

 Re:  National CineMedia, Inc.
Amendment No. 4 to Registrati on Statement on Form S-1
Filed January 24, 2007

Amendment No. 5 to Registrati on Statement on Form S-1
Filed January 26, 2007
File No. 333-137976

Dear Mr. Hardy:

We have reviewed your amended filings and have the following comments.
Please amend the registration statement in resp onse to these comments.  If you disagree,
we will consider your explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as deta iled as necessary in your expl anation.  In some of our
comments, we may ask you to provide us w ith information so we may better understand
your disclosure.  After reviewing this information, we may or may not raise additional comments.

Prospectus Summary

Digital Cinemedia, page 7
1. Under Digital Cinema on page 7, quantify the monthly fee you will earn and file the amended and restated  letter agreement relating to digi tal cinema as an exhibit.

Corporate History and Reorganization, page 74

Reorganization, page 75
2. You state on pages 37 and  76 that “[ t]he purpose for issuing the preferred
membership units in connection with the non-cash recapitalization, and for subsequently redeeming all the preferred membership units in connection with the

Ralph E. Hardy, Esq.
National CineMedia, Inc.
February 5, 2007 Page 2

offering, is to create an efficient mech anism for distributing all the redemption
proceeds to [the] founding members.”  Pl ease explain here what you mean by “an
efficient mechanism for distributing all the redemption proceeds,” and elaborate
as to why the common membership units  are being exchanged for, in part,
preferred membership units that only will be redeemed shortly thereafter.

Executive Compensation, page 117

Employment and Other Agreements, page 125
3. The employment agreement entered into w ith Kurt C. Hall indicates that his
stretch bonus will be at least 150% of hi s base salary.  See Exhibit 10.15.  The
disclosure on page 125 indicates that his stretch bonus will be at least 50% of his
base salary.  Please reconcile as necessary.

Part II

Item 16.  Exhibit and Financial Schedules
4. Tell us why you have intentionally omitted exhibits 10.1 and 10.7.
5. Regarding the exhibits for which conf idential treatment has been requested,
please include a legend indicating both that the material has been omitted pursuant to a request for confidential trea tment and that the material has been
filed separately with the Commission.

Legality Opinion
6. Counsel’s opinion regarding the shares bei ng registered must speak as of the date
of effectiveness of the registration statemen t.  Yet, in the final paragraph of the
January 23, 2007 opinion included as an exhibit to Amendment No. 4 filed on
January 24, 2007, counsel states that “[t]he opinions expressed herein are rendered as of the date hereof.”  As a result, please file a revised opinion with
your next pre-effective amendment that does not include the in itial two sentences
of the final paragraph or that otherwise ensures the opinion speak s as of the date
of effectiveness of the registration statement.

*   *   *   *   *

Please amend your registration statement in response to these comments.  Please
provide us with marked copies of the amendm ent to expedite our review.  Please furnish
a response letter with your amendment that  keys your responses to our comments and
provides any requested information.  Pleas e submit the response letter on EDGAR as

Ralph E. Hardy, Esq.
National CineMedia, Inc.
February 5, 2007 Page 3

correspondence.  Detailed response letters greatly facilitate our review.  Please
understand that we may have additional comm ents after reviewing your amendment and
responses to our comments.

  You may contact Claire DeLabar, Staff Accountant, at (202) 551-3349, or Carlos
Pacho, Senior Assistant Chief Accountant,  at (202) 551-3835, if you have questions
regarding comments on the fina ncial statements and relate d matters.  Please contact
William Bennett, Staff Attorney, at (202) 551-3389, or Cheryl Grant, Senior Staff
Attorney, at (202) 551-3359 with any other questions.

Sincerely,

 Larry Spirgel
Assistant Director

cc: Via fax: (303) 866-0200
W. Dean Salter, Esq.
 Holme, Roberts & Owen, LLP

CORRESP
1
filename1.htm

Correspondence Letter

DENVER

January 26, 2007

Via EDGAR and Overnight Courier

BOULDER

Mr. Larry Spirgel

Assistant Director

Division of Corporation Finance

U.S. Securities and Exchange Commission

COLORADO SPRINGS

100 F Street, N.E.

Washington, D. C. 20549-3720

 Re:   National CineMedia, Inc.

LONDON

 Amendment No. 4 to Registration Statement on Form S-1

 Filed January 24, 2007

 File No. 333-137976

Dear Mr. Spirgel:

LOS ANGELES

MUNICH

 On behalf of National CineMedia, Inc., a Delaware corporation (the “Company”), we have transmitted via EDGAR for filing with the Securities and Exchange
Commission (the “Commission”) Amendment No. 5 to the above-referenced Registration Statement on Form S-1 of the Company (the “Registration Statement”).

SALT LAKE CITY

 SAN FRANCISCO

 The Registration Statement has been revised in response to the oral comment received from Mr. William Bennett of the staff of the Commission (the
“Staff”) in a telephone conversation on January 25, 2007 (the “Jan. 25 Comment”). To facilitate your review, we are sending to the attention of Mr. Bennett six copies of Amendment No. 5, three of which have been
marked to show changes from Amendment No. 4 to the Registration Statement filed on January 24, 2007. All references to page numbers in the responses below refer to page numbers in the prospectus as revised in Amendment
No. 5.

 The responses and supplemental information provided herein in response to the Jan. 25 Comment are based upon information provided by representatives of the
Company and the Company’s advisors. We have not independently verified the accuracy and completeness of such information.

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

 Mr. Larry Spirgel

 January 26,
2007

 Page 2

 For your convenience, we have restated the Jan. 25 comment below, followed by the Company’s response.

Unaudited Pro Forma Financial Information

 1.      Please revise the pro forma financial information to disclose the financial statement impact of your
plan to grant options to employees and non-employee directors

 The Company has revised the disclosure in note 10 on page 43 to disclose the additional future compensation expense related to the stock options and
restricted stock that the Company plans to grant in connection with the completion of the offering.

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

Sincerely,

/s/ Holme Roberts & Owen LLP

Holme Roberts & Owen LLP

 cc:    William Bennett

          Cheryl Grant

          Claire DeLabar

          Carlos Pacho

          Ralph E. Hardy

          Mark Wehrle

          Casey T. Fleck

          Nicholas P. Saggese

Mail Stop 3720

January 22, 2007

Ralph E. Hardy, Esq.
Executive Vice President and General Counsel
National CineMedia, Inc.
9110 E. Nichols Ave., Suite 200
Centennial, Colorado 80112-3405

 Re:  National CineMedia, Inc.
Amendment No. 3 to Registrati on Statement on Form S-1
Filed January 11, 2007
File No. 333-137976

Dear Mr. Hardy:

We have reviewed your amended filing and have the following comments.  Please
amend the registration statement in response to  these comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as deta iled as necessary in your expl anation.  In some of our
comments, we may ask you to provide us w ith information so we may better understand
your disclosure.  After reviewing this information, we may or may not raise additional comments.

Prospectus Cover Page
1. You list 13 underwriters on your prospectus cover page.  Please disclose only the lead or managing underwriters on the cove r page, as required by Item 501(b)(8)(i)
of Regulation S-K.

Prospectus Summary
2. In your list on page six of the ways in which the founding members will benefit
from the reorganization and offering, pl ease revise the bu lleted point that
discusses the periodic cash  payments relating to any cash tax savings so that you
also mention the dollar amount and time peri od stated in the risk factor on page
27.

Ralph E. Hardy, Esq.
National CineMedia, Inc.
January 22, 2007 Page 2

Dilution, page 33
3. Please tell us how you determined that  the deferred tax assets should be
considered tangible assets using the gui dance in Rule 506 of Regulation S-K.

Summary Historical and Pr o Forma Financial And Oper ating Data, pages 11-14 and
Unaudited Pro Forma Financial Information, pages 35-44
4. Refer to page 27.  Please disclose the fina ncial statement impact of your plan to
grant options to employees and non-employee directors.
5. Refer to Note 8 on page 44.  We note th at you state that at the time that a
circumstance arises under which foundi ng members become entitled to approve
specific actions of NCM LLC, your consolidation policy would be re-evaluated at
that time.  Please tell us the basis for this conclusion, specifically, why the rights
of the founding members would not preclude consolidation due to  the existence of
the approval rights.
6. Refer to note 8 on page 44.  We note that you have determined that NCM, Inc. controls the operations of NCM LLC subse quent to the recapitalization and that
you are therefore consolidat ing NCM LLC into the financial statements of NCM
Inc. in future periods.  In light of this change in control of the NCM LLC
operations and addressing the relevant acc ounting literature, tell  us in detail how
you determined that you should not record an  intangible asset at fair value in your
financial statements as a result of the m odification of  the exhibition agreements.
7. Refer to note 9 on page 44.  Tell us in  detail of the methodology followed to
calculate the discounted value of the liability.
8. Refer to the pro forma Balance Sheet on page 42.  It appears that it is not
appropriate to use the line item “minority in terest” to describe the distribution to
Founding Members.  Please revise or advise.
9. It appears that you should revise the pro forma statements of operations presentation to follow the guidance in Rule  5-03(b)(12) of Regulation S-X, that is,
the minority interest should be presented net of tax after income (loss) before income taxes.  Please revise or advise.
10. Please expand the disclosure on page 36 to detail the terms of the preferred
membership units and the reasons for st ructuring the recapitalization transaction
to include the preferred membership units.

Ralph E. Hardy, Esq.
National CineMedia, Inc.
January 22, 2007 Page 3

*   *   *   *   *

Please amend your registration statement in response to these comments.  Please
provide us with marked copies of the amendm ent to expedite our review.  Please furnish
a response letter with your amendment that  keys your responses to our comments and
provides any requested information.  Pleas e submit the response letter on EDGAR as
correspondence.  Detailed response letters greatly facilitate our review.  Please
understand that we may have additional comm ents after reviewing your amendment and
responses to our comments.

  You may contact Claire DeLabar, Staff Accountant, at (202) 551-3349, or Carlos
Pacho, Senior Assistant Chief Accountant,  at (202) 551-3835, if you have questions
regarding comments on the fina ncial statements and relate d matters.  Please contact
William Bennett, Staff Attorney, at (202) 551-3389, or Cheryl Grant, Senior Staff
Attorney, at (202) 551-3359 with any other questions.

Sincerely,

 Larry Spirgel
Assistant Director

cc: Via fax: (303) 866-0200
W. Dean Salter, Esq.
 Holme, Roberts & Owen, LLP

CORRESP
1
filename1.htm

Response Letter

 DENVER

 BOULDER

 COLORADO SPRINGS

 LONDON

 LOS ANGELES

 MUNICH

 SALT LAKE CITY

 SAN FRANCISCO

 January 24, 2007

 Via EDGAR and Overnight Courier

 Mr. Larry Spirgel

 Assistant Director

 Division of Corporation Finance

 U.S. Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, D. C.
20549-3720

 Re:  National
CineMedia, Inc.

          Amendment No. 3 to Registration
Statement on Form S-1

          Filed January 11,
2007

          File No. 333-137976

 Dear Mr. Spirgel:

 On behalf of National CineMedia, Inc., a Delaware corporation (the “Company”), we are transmitting herewith via EDGAR for filing with the
Securities and Exchange Commission (the “Commission”) Amendment No. 4 to the above-referenced Registration Statement on Form S-1 of the Company (the “Registration Statement”).

 The Registration Statement has been revised in response to the comments received
from the staff of the Commission (the “Staff”) in its letter to Mr. Ralph E. Hardy dated January 22, 2007 (the “Jan. 22 Comment Letter”). To facilitate your review, we are sending to the attention of William Bennett six
copies of Amendment No. 4, three of which have been marked to show changes from Amendment No. 3 to the Registration Statement filed on January 11, 2007. All references to page numbers in the responses below refer to page numbers in
the prospectus as revised in Amendment No. 4.

 The responses
and supplemental information provided herein in response to the Jan. 22 Comment Letter are based upon information provided by representatives of the Company and the Company’s advisors. We have not independently verified the accuracy and
completeness of such information.

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

 Mr. Larry Spirgel

 January
24, 2007

  Page
 2

 Responses
to the Jan. 22 Comment Letter

 For your convenience, we have restated the comments and keyed all responses to the numbering of
the comments and the headings used in the Jan. 22 Comment Letter.

 Prospectus Cover Page

1.
You list 13 underwriters on your prospectus cover page. Please disclose only the lead or managing underwriters on the cover page, as required by Item 501(b)(8)(i) of
Regulation S-K.

 The Company respectfully advises the Staff that each of the underwriters on the outside front and back
cover pages of the prospectus is a “managing underwriter” in the offering and the names of each have been included on the front and back cover pages in accordance with Item 501(b)(8)(i) of Regulation S-K.

 Prospectus Summary

2.
In your list on page six of the ways in which the founding members will benefit from the reorganization and offering, please revise the bulleted point that discusses the periodic
cash payments relating to any cash tax savings so that you also mention the dollar amount and time period stated in the risk factor on page 27.

 The Company has revised the referenced bulleted point on page 6 to disclose the time period and potential total dollar amount of the periodic cash payments relating to tax savings.

 Dilution, page 33

3.
Please tell us how you determined that the deferred tax assets should be considered tangible assets using the guidance in Rule 506 of Regulation S-K.

 Mr. Larry Spirgel

 January
24, 2007

  Page
 3

 The Company has
revised the dilution calculation on page 34 to exclude the deferred tax asset from tangible net assets.

 Summary Historical and Pro Forma Financial And
Operating Data, pages 11-14 and Unaudited Pro Forma Financial Information, pages 35-44

4.
Refer to page 27. Please disclose the financial statement impact of your plan to grant options to employees and non-employee directors.

 The Company has revised the disclosure on pages 27 and 28 to disclose the financial statement impact of its plan to grant options to employees and
non-employee directors.

5.
Refer to Note 8 on page 44. We note that you state that at the time that a circumstance arises under which founding members become entitled to approve specific actions of NCM
LLC, your consolidation policy would be re-evaluated at that time. Please tell us the basis for this conclusion, specifically, why the rights of the founding members would not preclude consolidation due to the existence of the approval rights.

 The Company has revised Note 8 on page 46 to clarify that, in the event that the founding member approval rights become
effective, the Company would no longer be able to consolidate NCM LLC.

6.
Refer to note 8 on page 44. We note that you have determined that NCM, Inc. controls the operations of NCM LLC subsequent to the recapitalization and that you are therefore
consolidating NCM LLC into the financial statements of NCM Inc. in future periods. In light of this change in control of the NCM LLC operations and addressing the relevant accounting literature, tell us in detail how you determined that you should
not record an intangible asset a fair value in your financial statements as a result of the modification of the exhibition agreements.

 In response to an earlier comment, the Company stated that the accounting for the modification of the exhibitor services agreement as presented in the pro forma financial statements was based on guidance in the

 Mr. Larry Spirgel

 January
24, 2007

  Page
 4

SEC Staff Training Manual — Division of Corporation Finance: Accounting Disclosure Rules and Practices, which in Topic 7, Related Party Matters,
Section III(A) states, “In most circumstances, transfers of non-monetary assets for stock or other consideration of the registrant prior to an initial public offering are recorded at predecessor cost as determined in accordance with GAAP. Where
the registrant gives monetary consideration for property conveyed by promoters, the excess over predecessor costs is treated as a reduction of equity (i.e., a special distribution).”

 The Company understands the underlying rationale for this guidance to be that a registrant shouldn’t be allowed to create assets in transactions
with founders, when the founders had no recorded asset in the first place. The Company does, however, acknowledge the footnote to the above guidance, which states, “The guidance in SAB 5G is not intended to modify the requirements of APB
Opinion No. 16. The combination of two or more businesses should be accounted for in accordance with APB Opinion No. 16 and its interpretations and SAB 2A.”

 As the Staff is aware, the transactions contemplated include the coincident acquisition of an equity interest in NCM LLC by NCM Inc. and the payment by
NCM LLC to its founding members for the modified exhibitor services agreement. The Company notes that if NCM LLC were the registrant, the payment to the founding members for the modified exhibitor services agreement would clearly fall within the
guidance above and that the footnote referencing business combination accounting would not be relevant. Thus, solely because of the separate existence of NCM Inc. (which was formed solely for the transaction contemplated by the registration
statement) does the application of business combination accounting come into consideration; if it were followed, it would result in a different outcome as compared to the outcome if NCM LLC were the registrant.

 It seems illogical to the Company that in one scenario, an intangible asset would be created in a transaction with a founding member (and equity
maintained), while in the other scenario, the asset would not be created (and equity would be reduced by the recording of a special distribution). The former appears to the Company to be a case of form over substance. Although, in the Company’s
case, NCM Inc. was not created for accounting structuring reasons, the Company notes that recording an asset in the case of a newly created entity, and not in the case of a “direct” transaction, would allow a registrant to achieve one
accounting outcome over another, through the use of a structuring approach that may not have substance.

 Mr. Larry Spirgel

 January
24, 2007

  Page
 5

The Company believes that the accounting it has presented in the pro forma balance sheet, which presents the payment of the modification of the exhibitor
services agreements as a special distribution, reflects the intended outcome as stated in the SEC Staff Training Manual, is consistent with long-standing accounting practice and avoids any precedent of creating different accounting outcomes through
the use of structuring devices. The Company does acknowledge that an asset is created for tax purposes; however, the Company does not believe that this is a definite factor in determination of the accounting treatment for recording an intangible
asset and notes that there are numerous other cases where accounting and tax treatments are not the same.

7.
Refer to note 9 on page 44. Tell us in detail of the methodology followed to calculate the discounted value of the liability.

 The deferred tax asset is made up of two components. Based on the nature of the transactions giving rise to the deferred tax assets, one will be
amortized over 15 years and the other over 30 years. When discounting the corresponding liability, both components were discounted to their present value using their respective terms and a discount rate of 9%, a rate the Company believes is
commensurate with the risk as it is more than what the Company expects to incur on the proposed long-term debt but less than the implied return on equity.

8.
Refer to the pro forma Balance Sheet on page 42. It appears that it is not appropriate to use the line item “minority interest” to describe the distribution to Founding
Members. Please revise or advise.

 The Company has revised the Capitalization table on page 33 and the pro forma
Balance Sheet on page 44 to delete the “Minority Interest” line item. Balances previously within the “Minority Interest” line item are now presented in the Distribution in excess of Paid-in-Capital line item.

9.
It appears that you should revise the pro forma statements of operations presentation to follow the guidance in Rule 5-03(b)(12) of Regulation S-X, that is, the
minority interest should be presented net of tax after income (loss) before income taxes. Please revise or advise.

 Mr. Larry Spirgel

 January
24, 2007

  Page
 6

 The Company has
revised the pro forma statements of operations presentation on pages 39 to 41 to present minority interest net of tax after income (loss) before income taxes.

10.
Please expand the disclosure on page 36 to detail the terms of the preferred membership units and the reasons for structuring the recapitalization transaction to include the
preferred membership units.

 The Company has revised the disclosure on page 141 to detail the terms of the preferred
membership units and the disclosure on page 37 to disclose the reasons for structuring the recapitalization transaction to include the preferred membership units.

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

 Sincerely,

 /s/ Holme Roberts & Owen LLP

 Holme Roberts & Owen LLP

cc:
William Bennett

Cheryl Grant

Claire DeLabar

Carlos Pacho

Ralph E. Hardy

Mark Wehrle

Casey T. Fleck

Nicholas P. Saggese

Mail Stop 3720

January 5, 2007

Ralph E. Hardy, Esq.
Executive Vice President and General Counsel
National CineMedia, Inc.
9110 E. Nichols Ave., Suite 200
Centennial, Colorado 80112-3405

 Re:  National CineMedia, Inc.
Amendment No. 2 to Registrati on Statement on Form S-1
Filed December 21, 2006
File No. 333-137976

Dear Mr. Hardy:

We have reviewed your amended filing and have the following comments.  Please
amend the registration statement in response to  these comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as deta iled as necessary in your expl anation.  In some of our
comments, we may ask you to provide us w ith information so we may better understand
your disclosure.  After reviewing this information, we may or may not raise additional comments.

General
1. We note your response to comment one.  Since you are the successor of National CineMedia, LLC, it appears to us that the financial statements of the Registrant
should be included in the registration st atement.  Please revise or advise.
2. We note your response to comment six.  Please expand note 8 on page 41 to
discuss the impact on your consolidati on accounting policy if any director
designee to NCM Inc.’s board design ated by any founding member is not
appointed to NCM Inc. board. In this regard, we note your response indicating
that if the approval rights noted above ar e triggered, the consolidation of NCM,
LLC into NCM, Inc. would be reevaluate d at that time.  However, based on the
nature of the rights addressed in your res ponse, it appears to us that these rights
should be considered participatory rights are therefore consol idation would no be
appropriate.  Please revise or advise.

Ralph E. Hardy, Esq.
National CineMedia, Inc.
January 5, 2007 Page 2

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

Management, page 102
4. Please note that in your next amendment you should include executive
compensation information for the most recently-completed fiscal year.

*   *   *   *   *

Please amend your registration statement in response to these comments.  Please
provide us with marked copies of the amendm ent to expedite our review.  Please furnish
a response letter with your amendment that  keys your responses to our comments and
provides any requested information.  Pleas e submit the response letter on EDGAR as
correspondence.  Detailed response letters greatly facilitate our review.  Please
understand that we may have additional comm ents after reviewing your amendment and
responses to our comments.

  You may contact Claire DeLabar, Staff Accountant, at (202) 551-3349, or Carlos
Pacho, Senior Assistant Chief Accountant,  at (202) 551-3835, if you have questions
regarding comments on the fina ncial statements and relate d matters.  Please contact
William Bennett, Staff Attorney, at (202) 551-3389, or Cheryl Grant, Senior Staff
Attorney, at (202) 551-3359 with any other questions.

Sincerely,

 Larry Spirgel
Assistant Director

cc: Via fax: (303) 866-0200
W. Dean Salter, Esq.
 Holme, Roberts & Owen, LLP

CORRESP
1
filename1.htm

SEC Response Letter

 DENVER

 BOULDER

 COLORADO SPRINGS

 LONDON

 LOS ANGELES

 MUNICH

 SALT LAKE CITY

 SAN FRANCISCO

January 11, 2007

 Via EDGAR and Overnight Courier

 Mr. Larry Spirgel

 Assistant Director

 Division of Corporation Finance

 U.S. Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, D. C.
20549-3720

 Re:   National CineMedia, Inc.

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

         Filed December 21, 2006

         File No. 333-137976

 Dear Mr. Spirgel:

 On behalf of National CineMedia, Inc., a Delaware corporation (the
“Company”), we are transmitting herewith via EDGAR for filing with the Securities and Exchange Commission (the “Commission”) Amendment No. 3 to the above-referenced Registration Statement on Form S-1 of the Company (the
“Registration Statement”).

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

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

 Mr. Larry Spirgel

 January
11, 2007

 Page 2

 The responses and
supplemental information provided herein in response to the Jan. 5 Comment Letter, the Dec. 6 Comment Letter and the Nov. 9 Comment Letter are based upon information provided by representatives of the Company and the Company’s
advisors. We have not independently verified the accuracy and completeness of such information.

 Responses to the Jan. 5 Comment
Letter

 For your convenience, we have restated the comments and keyed all responses to the numbering of the comments and the
headings used in the Jan. 5 Comment Letter.

 General

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

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

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

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

 Mr. Larry Spirgel

 January
11, 2007

 Page 3

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

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

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

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

 Additional Responses to the Dec. 6 Comment Letter

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

 Summary Historical and Pro Forma Financial And Operating Data, pages 10-13 and Unaudited Pro
Forma Financial Information pages 34-41

6.
Refer to Note 4 on page 41. We note that you have reclassified the liability for the NCM LLC’s unit option plan to equity, as you expect to replace the currently outstanding
unit options with NCM Inc. stock options. Revise to disclose the financial statement impact and the methodology for computing the expense each period. Tell us how the replacement of unit options for stock options is directly related to the
transaction and also whether you have agreements in place for the replacement and whether the recapitalization is contingent on the replacement of unit options. Please address the guidance in Article 11 of Regulation S-X in your
response.

 Mr. Larry Spirgel

 January
11, 2007

 Page 4

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

7.
Refer to Note 8 on page 41 and the description of the Founding Member Approval Rights on pages, 6, 7 ,68, 69, 117 and 118. We note that you expect to consolidate NCM LLC under
the provisions of EITF 04-5. Please provide us with a detailed analysis of your assessment of whether the rights of the founding members overcome the presumption of control by the managing member, NCM Inc. Please use the guidance in paragraphs 6-20
of EITF 04-5 in your response.

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

 Additional Responses to the Nov. 9 Comment Letter

 For your convenience, we have restated the comments to which the Company is currently responding and keyed all responses to the numbering of the comments and the headings used in the Nov. 9 Comment Letter.

 Prospectus Summary, page 1

14.
You disclose under “Financing Transaction” on page 10 that the term loan will be used to repay NCM LLC’s existing credit facility and the expenses related to
this offering. In an appropriate location, please disclose the amounts that will be allocated to each.

 Mr. Larry Spirgel

 January
11, 2007

 Page 5

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

 Dilution, page 37

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

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

 Management, page 97

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

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

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

 Mr. Larry Spirgel

 January
11, 2007

 Page 6

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

 Executive Compensation, page 101

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

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

 NCM LLC Operating Agreement, page 115

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

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

 Mr. Larry Spirgel

 January
11, 2007

 Page 7

 Note 9 - Stock Option Plan,
page F-16

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

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

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

Sincerely,

 /s/ Holme Roberts & Owen LLP

 Holme Roberts & Owen LLP

cc:

William Bennett

Cheryl Grant

Claire DeLabar

Carlos Pacho

Ralph E. Hardy

Mark Wehrle

Casey T. Fleck

Nicholas P. Saggese

 MEMO

 To:

Deloitte & Touche, LLP

 From:

Gary Ferrera and Denise Saba

 CC:

Kurt Hall

 Date:

January 11, 2007

 Re:

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

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

 Assumptions/Background:

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

1.

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

2.

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

 Memo re Consolidation

 Page 2 of 9

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

3.

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

•

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

•

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

CORRESP
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SEC Response Letter

DENVER

December 20, 2006

Via EDGAR and Overnight Courier

BOULDER

Mr. Larry Spirgel

Assistant Director

Division of Corporation Finance

U.S. Securities and Exchange Commission

COLORADO SPRINGS

100 F Street, N.E.

Washington, D. C. 20549-3720

 Re:   National CineMedia, Inc.

LONDON

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

          Filed November 22, 2006

          File No. 333-137976

Dear Mr. Spirgel:

LOS ANGELES

 MUNICH

 On behalf of National CineMedia, Inc., a Delaware corporation (the “Company”), we are transmitting herewith via EDGAR for filing with the Securities
and Exchange Commission (the “Commission”) Amendment No. 2 to the above-referenced Registration Statement on Form S-1 of the Company (the “Registration Statement”).

 SALT LAKE CITY

 SAN
FRANCISCO

 The Registration Statement has been revised in response to the comments received from the staff of the Commission (the “Staff”) in its letter to
Mr. Ralph E. Hardy dated December 6, 2006 (the “Dec. 6 Comment Letter”). The Registration Statement and this letter also include additional revisions and supplemental information in response to comments from the Staff
in its letter to Mr. Ralph E. Hardy dated November 9, 2006 (the “Nov. 9 Comment Letter”), which were not available to the Company at the time Amendment No. 1 was filed. To facilitate your review, we are sending to
the attention of William Bennett six copies of Amendment No. 2, three of which have been marked to show changes from Amendment No. 1 to the Registration Statement filed on November 22, 2006. All references to page numbers in the
responses below refer to page numbers in the prospectus as revised in Amendment No. 2.

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

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

 Mr. Larry Spirgel

 December
20, 2006

  Page
 2

based upon information provided by representatives of the Company and the Company’s advisors. We have not independently verified the accuracy and
completeness of such information.

 Responses to the Dec. 6 Comment Letter

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

 General

1.
Please include audited financial statements of the registrant, NCM, Inc. Also, disclose the relevant factors that you considered in determining the basis for consolidation of NCM
LLC.

 The Company has revised the disclosure on page F-1 to state that the Company was formed in
contemplation of this offering on October 5, 2006, that it will have no assets or operations and will not be capitalized prior to the completion of this offering, and accordingly that no financial statements of this entity are being presented
in the Registration Statement. The Company has added language to Note 8 to the pro forma balance sheet on page 41 to further describe the Company’s basis for consolidation of NCM LLC and the factors considered in determining the basis
for consolidation.

 Summary, page 1

2.
We note your revised disclosure in response to prior comment eight of our November 9, 2006 letter. Please further reduce the length of your summary so that it summarizes
only the key aspects of the offering, the related reorganization and the extent of your operations and does not provide very detailed descriptions of your content and facilities and how particular ones work, for example. Also, consider significantly
reducing the industry overview, competitive strengths and strategy discussions, which are more appropriate for your business section.

 Mr. Larry Spirgel

 December
20, 2006

  Page
 3

 The Company has revised the summary to further reduce the length of this section while discussing what it has determined are the key aspects of the offering, the reorganization and its operations. As suggested by the Staff, the Company has
shortened the Industry Overview and Competitive Strengths paragraphs of the summary.

3.
We note your revised disclosure in response to our prior comment nine. Please disclose that box office attendance is down in each of 2003, 2004 and 2005.

 The Company has added the requested disclosure on page 3.

4.
To the extent that you retain the phrase in the competitive strengths discussion on pages four and five, explain here what you mean by “free cash flow.” Also please
remove the term “attractive” before “financial characteristics,” or explain by what measure or standard you determined that your financial characteristics are “attractive” for investors and what “attractive”
means. Please make similar changes in the business section on page 87.

 The Company has deleted the
references to “free cash flow” in the summary. The Company has revised the competitive strengths discussion in the “Business” section on page 91 to define what it means by “free cash flow.” In addition, the Company
has revised the “Attractive Financial Characteristics” paragraphs in the summary on page 4 and in the “Business” section on page 90 to delete the word “attractive”.

 Risk Factors, page 14

5.
We are considering your response to our prior comment 29 and may have further comments. We encourage you to file as exhibits the LLC operating agreement and management services
agreement as soon as they become available.

 Mr. Larry Spirgel

 December
20, 2006

  Page
 4

 The Company has
filed the NCM LLC operating agreement and the management services agreement, among other documents, as Exhibits 3.6 and 10.6, respectively, to Amendment No. 2.

 Summary Historical and Pro Forma Financial And Operating Data, pages 10-13 and Unaudited Pro Forma Financial Information pages 34-41

6.
Refer to Note 4 on page 41. We note that you have reclassified the liability for the NCM LLC’s unit option plan to equity, as you expect to replace the currently outstanding
unit options with NCM Inc. stock options. Revise to disclose the financial statement impact and the methodology for computing the expense each period. Tell us how the replacement of unit options for stock options is directly related to the
transaction and also whether you have agreements in place for the replacement and whether the recapitalization is contingent on the replacement of unit options. Please address the guidance in Article 11 of Regulation S-X in your response.

 The Company hereby advises the Staff that it will revise the “Summary Historical and Pro Forma Financial and
Operating Data” and “Unaudited Pro Forma Financial Information” sections to disclose the financial statement impact of the option substitution for each period as soon as the total number of options to be granted and a price range for
the Company’s stock is available. Note 4 will also be revised to include a discussion of the methodology for computing any change in the amounts from that reflected in the liability as of September 28, 2006 to that expected to be recorded
in equity as of the date of option substitution. Further, Note 4, as revised, will include discussion of the estimated annual compensation expense to be recognized under the substituted options.

 The Company further advises the Staff that the substitution of stock options for unit options is directly related to the offering because such
substitution would not occur in the absence of the offering, and that the pro forma adjustments for the option substitution are necessary to show the continuing impact of the option substitution on the balance sheet of NCM LLC,

 Mr. Larry Spirgel

 December
20, 2006

  Page
 5

consistent with Article 11, Rule 11-02. The Company believes it is important for potential investors to understand that the potential cash obligation under
the existing unit plan will be replaced with an equity plan that does not carry the risk of cash outflows. Additional disclosure to this effect has been added to Note 4.

 The Company also confirms to the Staff that the option substitution will be governed by the terms of the National CineMedia, LLC 2006 Unit Option Plan and the option substitution agreements to be entered into in
connection with the offering. Finally, the Company advises the Staff that although both the recapitalization and the option substitution will be undertaken in connection with and are contingent upon the completion of the offering, the
recapitalization is not contingent on the option substitution.

7.
Refer to Note 8 on page 41 and the description of the Founding Member Approval Rights on pages, 6, 7, 68, 69, 117 and 118. We note that you expect to consolidate NCM LLC under
the provisions of EITF 04-5. Please provide us with a detailed analysis of your assessment of whether the rights of the founding members overcome the presumption of control by the managing member, NCM Inc. Please use the guidance in paragraphs 6-20
of EITF 04-5 in your response.

 The Company is supplementally providing to the Staff a memorandum analyzing the rights of
the founding members under EITF 04-5.

 Management’s Discussion and Analysis, page 48

8.
 Please expand MD&A to include the amount of changes due to the various reasons provided. For example, in your discussion of revenue on page 54, please
separately quantify the changes in revenue from period to period that result from each of the following: higher national advertising CPMs, the increase in founding member theatres, the addition of Cinemark, the decrease in legacy
contracts and the increase in CineMeetings. Please revise your discussion of revenues, operating expenses, circuit share expenses, and net income (loss) for the periods

 Mr. Larry Spirgel

 December
20, 2006

  Page
 6

presented accordingly. See Financial Reporting Codification Section 501.04 for guidance.

 The Company has revised the disclosure on pages 56 – 61 to separately quantify, to the extent possible, the changes in revenue, operating
expenses, circuit share expenses and net income (loss) for each period that resulted from each of the factors discussed.

9.
We note your response to our prior comment 36; quantify, if possible, the expected costs.

 The Company has revised the disclosure on page 53 as requested to provide an estimate of the costs it expects to incur as a result of becoming a
public company.

 Digital Cinema Services Agreement, page 127

10.
We are unable to locate in this section the revised disclosure in response to our prior comment 49; please explain here the nature and purpose of the engagement letter that you
currently have with J.P. Morgan.

 The Company has revised the disclosure on page 133 to describe briefly the nature
and purpose of the engagement letter with J.P. Morgan.

 Financial Statements – National CineMedia, LLC

 Note 1 – The Company and Basis of Presentation, page F-7

11.
 Refer to response 53 in which you state that you are using joint venture accounting for NCN for GAAP purposes but that NCN was identified as the acquired
company. Please tell us in detail how you determined that joint venture accounting was appropriate for NCM LLC. Please tell us how you applied the guidance in FIN 46(r) in determining whether NCM LLC was a variable interest entity. Please also tell
us how you applied FAS 141, Paragraph 3(d) of APB 18 and EITF 98-4 in your

 Mr. Larry Spirgel

 December
20, 2006

  Page
 7

response. If your analysis supports the use of joint venture accounting, please expand the disclosure in the second paragraph of page F-7 to explain the
reasons for using historical costs. Please also revise Note 1 of the NCN financial statements on page

F-34 accordingly, explaining that NCN is a predecessor to NCM LLC and the reasons for your conclusion.

 In determining the proper accounting guidance to apply to NCM LLC upon formation, the Company first determined if this was an acquisition or the
formation of a joint venture. Paragraph 3(d) of APB 18 describes a “corporate joint venture”, which is cited below, in pertinent part:

 “Corporate joint venture” refers to a corporation owned and operated by a small group of businesses (the “joint venturers”) as a separate and specific business or project for the mutual benefit of the members of the
group. A government may also be a member of the group. The purpose of a corporate joint venture frequently is to share risks and rewards in developing a new market, product or technology; to combine complementary technological knowledge; or to pool
resources in developing production or other facilities. A corporate joint venture also usually provides an arrangement under which each joint venturer may participate, directly or indirectly, in the overall management of the joint venture. Joint
venturers thus have an interest or relationship other than as passive investors…

 Assets and liabilities from both RCM and NCN were
contributed, with equity in the newly formed entity being issued proportionately to Regal and AMC, evidencing their mutual benefit from the arrangement. The business purpose of NCM LLC is to pursue the use of new digital technology to improve the
in-theatre advertising and digital programming distribution businesses. Additionally, the LLC operating agreement gave both Regal and AMC participation rights in the day-to-day decision making of the newly formed entity, which created a situation of
joint control among the founding members. For these reasons, the Company concluded that NCM LLC was a joint venture.

 Mr. Larry Spirgel

 December
20, 2006

  Page
 8

FAS 141 was also not considered as it discusses the accounting treatment that would be applied in a business combination. Paragraph 9 of FAS 141 specifically
states that the formation of a joint venture is not a business combination. Lastly, FIN 46(R) was also not considered as it would only be applicable to the founding members, not to NCM LLC.

 In determining the proper opening balance sheet accounting for NCM LLC, the Company did, however, consider EITF 98-4 which, in part, states that “it
is developed practice to record the contributed businesses at predecessor basis.” Accordingly, assets and liabilities contributed in the formation of NCM LLC were recorded at their historical GAAP values. Both RCM and NCN have significant
continuing interests in NCM LLC.

 The Company has also revised its financial presentation in the financial statements, in selected
financial data, and elsewhere, as applicable, to more clearly address the use of joint venture accounting at formation and to present Regal and NCN as joint predecessors of NCM LLC.

12.
Also, if your analysis supports the use of joint venture accounting for NCM LLC, it appears as though NCM LLC has two joint predecessors, Regal and NCN. Please revise the NCM LLC
financial statements to delete the comparative presentation of the Regal predecessor financial statements and provide separate audited financial statements for Regal, as NCM LLC is not directly comparable to Regal due to the joint predecessors,
Regal and NCN. Please also expand MD&A to separately quantify changes in revenues and expenses from period to period by comparing NCM LLC to both predecessors, Regal and NCN, separately quantifying changes for period to period for each
predecessor.

 The Company has revised the NCM LLC financial statements to delete the comparative presentation of RCM. The
Company has also included separate audited financial statements for RCM in Amendment No. 2. The Company has also presented NCN as a predecessor in selected financial data.

 Mr. Larry Spirgel

 December
20, 2006

  Page
 9

Finally, the Company has expanded MD&A to provide a comparison of NCM LLC’s results to each of RCM’s and NCN’s results for each relevant
period.

 Additional Responses to the Nov. 9 Comment Letter

 For your convenience, we have restated the comments to which the Company is currently responding and keyed all responses to the numbering o

Mail Stop 3720

December 6, 2006

Ralph E. Hardy, Esq.
Executive Vice President and General Counsel
National CineMedia, Inc.
9110 E. Nichols Ave., Suite 200
Centennial, Colorado 80112-3405

 Re:  National CineMedia, Inc.
Amendment No. 1 to Registrati on Statement on Form S-1
Filed November 22, 2006
File No. 333-137976

Dear Mr. Hardy:

We have reviewed your amended filing and have the following comments.  Please
amend the registration statement in response to  these comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as deta iled as necessary in your expl anation.  In some of our
comments, we may ask you to provide us w ith information so we may better understand
your disclosure.  After reviewing this information, we may or may not raise additional comments.

General
1. Please include audited financial statements  of the registrant, NCM, Inc.  Also,
disclose the relevant factors that you c onsidered in determining the basis for
consolidation of NCM LLC.

Summary, page 1
2. We note your revised disclosure in response to prior comment eight of our November 9, 2006 letter.  Please further reduce the length of your summary so
that it summarizes only the key aspects of  the offering, the related reorganization
and the extent of your operations and does not provide very deta iled descriptions
of your content and facilities and how pa rticular ones work, for example.  Also,
consider significantly reducing the indus try overview, competitive strengths and
strategy discussions, which are more a ppropriate for your business section.

Ralph E. Hardy, Esq.
National CineMedia, Inc.
December 6, 2006 Page 2

3. We note your revised disclosure in res ponse to our prior comment nine.  Please
disclose that box office attendance is down in each of 2003, 2004 and 2005.
4. To the extent that you retain the phrase in the competitive strengths discussion on
pages four and five, explain here what you mean by “free cash flow.”  Also please
remove the term “attractive” before “finan cial characteristics,” or explain by what
measure or standard you determined th at your financial characteristics are
“attractive” for investors and what “attr active” means.  Please make similar
changes in the business section on page 87.

Risk Factors, page 14
5. We are considering your response to our prior comment 29 and may have further
comments.  We encourage you to file as exhibits the LLC operating agreement and
management services agreement as soon as they become available.

Summary Historical and Pr o Forma Financial And Oper ating Data, pages 10-13 and
Unaudited Pro Forma Financial Information, pages 34-41
6. Refer to Note 4 on page 41.  We note that you have reclassified the liability for the NCM LLC’s unit option plan to equity, as you expect to replace the currently
outstanding unit options with NCM Inc. st ock options.  Revise to disclose the
financial statement impact and the methodology for computing the expense each period.  Tell us how the replacement of un it options for stock options is directly
related to the transaction and also whet her you have agreements in place for the
replacement and whether the recapitalization is continge nt on the replacement of
unit options.  Please address the guidance in Article 11 of Regulation S-X in your
response.
7. Refer to Note 8 on page 41 and the desc ription of the Founding Member Approval
Rights on pages 6, 7, 68, 69, 117 and 118.  We note that you expect to consolidate NCM LLC under the provisions of EITF 04-5.  Please provide us with a detailed
analysis of your assessment of whethe r the rights of the founding members
overcome the presumption of control by the managing member, NCM Inc.  Please use the guidance in paragraphs 6-20 of EITF 04-5 in your response.

Management’s Discussion and Analysis, page 48
8. Please expand MD&A to include the am ount of changes due to the various
reasons provided.  For example, in your discussion of revenue on page 54, please
separately  quantify the changes in revenue from  period to period that result from
each of the following: higher national adve rtising CPMs, the increase in founding
member theatres, the addition of Caremar k, the decrease in legacy contracts and
the increase in CineMeetings.  Please revise your discussion of revenues,

Ralph E. Hardy, Esq.
National CineMedia, Inc.
December 6, 2006 Page 3

operating expenses, circuit share expenses, and net income (loss) for the periods
presented accordingly.  See Financial Reporting Codification Section 501.04 for
guidance.
9. We note your response to our prior comment 36; quantify, if possible, the expected
costs.

Digital Cinema Services Agreement, page 127
10. We are unable to locate in this section th e revised disclosure in response to our
prior comment 49; please explain here th e nature and purpose of the engagement
letter that you currently have with J.P. Morgan.

Financial Statements – National CineMedia, LLC

Note 1 – The Company and Basis of Presentation, page F-7
11. Refer to response 53 in which you stat e that you are using joint venture
accounting for NCN for GAAP purposes but  that NCN was identified as the
acquired company.  Please tell us in detail  how you determined that joint venture
accounting was appropriate for NCM LLC.  Please tell us how you applied the
guidance in FIN 46(r) in determining whet her NCM LLC was a variable interest
entity.  Please also tell us how you applied FAS 141, Paragraph 3(d) of APB 18
and EITF 98-4 in your response.  If your an alysis supports the use of joint venture
accounting, please expand the disclosure in the second paragraph of page F-7 to
explain the reasons for using historical cost.   Please also revise Note 1 of the NCN financial statements on page F-34 accordingly, explaining that NCN is a
predecessor to NCM LLC and the re asons for your conclusion.
12. Also, if your analysis supports the use of joint venture accounting for NCM LLC,
it appears as though NCM LLC has two joint predecessors, Regal and NCN.  Please revise the NCM LLC financial statements to delete the comparative presentation of the Regal predecessor fi nancial statements and provide separate
audited financial statements for Regal, as  NCM LLC is not directly comparable to
Regal due to the joint predecessors, Rega l and NCN.  Please also expand MD&A
to separately quantify changes in revenue s and expenses from period to period by
comparing NCM LLC to both predecessors, Regal and NCN, separately quantifying changes from period to period for each predecessor.

*   *   *   *   *

Please amend your registration statement in response to these comments.  Please
provide us with marked copies of the amendm ent to expedite our review.  Please furnish
a response letter with your amendment that  keys your responses to our comments and

Ralph E. Hardy, Esq.
National CineMedia, Inc.
December 6, 2006 Page 4

provides any requested information.  Pleas e submit the response letter on EDGAR as
correspondence.  Detailed response letters greatly facilitate our review.  Please
understand that we may have additional comm ents after reviewing your amendment and
responses to our comments.

  You may contact Claire DeLabar, Staff Accountant,  at (202) 551-3349, or Terry
French, Accountant Branch Chief, at (202)  551-3828, if you have questions regarding
comments on the financial statements and related matters.  Please contact William
Bennett, Staff Attorney, at ( 202) 551-3389, or Cheryl Grant, Senior Staff Attorney, at
(202) 551-3359 with any other questions.

Sincerely,

 Larry Spirgel
Assistant Director

cc: Via fax: (303) 866-0200
W. Dean Salter, Esq.
 Holme, Roberts & Owen, LLP

CORRESP
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filename1.htm

Correspondence

DENVER

November 21, 2006

Via EDGAR and Overnight Courier

BOULDER

Mr. Larry Spirgel

Assistant Director

Division of Corporation Finance

Securities and Exchange Commission

COLORADO SPRINGS

100 F Street, N.E.

Washington, DC 20549-3720

 Re:     National CineMedia, Inc.

LONDON

 Registration Statement on Form S-1

 Filed October 13, 2006

 File No. 333-137976

 LOS ANGELES

 MUNICH

 SALT LAKE CITY

 SAN FRANCISCO

 Dear Mr. Spirgel:

 On behalf of National CineMedia, Inc., a Delaware corporation (the “Company”), we are transmitting herewith via EDGAR for filing with the
Securities and Exchange Commission (the “Commission”) Amendment No. 1 to the above-referenced Registration Statement on Form S-1 of the Company (the “Registration Statement”).

 The Registration Statement has been revised in response to
the comments received from the staff of the Commission (the “Staff”) in its letter to Mr. Ralph E. Hardy dated November 9, 2006 (the “Comment Letter”). The Registration Statement also includes updated business and audited
financial information of the Company as of the nine months ended September 28, 2006. To facilitate your review, we are sending to the attention of William Bennett six copies of Amendment No. 1, three of which have been marked to show
changes from the Registration Statement filed on October 13, 2006. All references to page numbers in the responses below refer to page numbers in the prospectus as revised in Amendment No. 1.

 The responses and supplemental information provided herein
in response to the Comment Letter are based upon information provided by representatives of the Company and the Company’s advisors. We have not independently verified the accuracy and completeness of such information.

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

 For your convenience, we have restated the comments and keyed all responses to the numbering of the
comments and the headings used in the Comment Letter.

1.
We note a number of blank spaces throughout your registration statement for information that you are not entitled to omit under Rule 430A, such as beneficial ownership
amounts and various payments. Please include this disclosure in an amendment as soon as practicable. Note that we may have additional comments once you have provided this disclosure.

 The Company has included certain of the omitted disclosures in Amendment No. 1. Certain information remains omitted from Amendment No. 1 because
the relevant information and documents have not yet been finalized. All information not permitted to be omitted by Rule 430A will be included in a subsequent amendment to the Registration Statement.

2.
We encourage you to file all exhibits with your next amendment. We must review these documents before the registration statement is declared effective, and we may have additional
comments.

 The Company has filed several of the exhibits with Amendment No. 1. All remaining exhibits will be
included in a subsequent amendment to the Registration Statement.

3.
Please furnish in your response letter a statement as to whether or not the amount of compensation to be allowed or paid to the underwriter has been cleared with the NASD. Prior
to the effectiveness of this registration statement, please provide us with a copy of the letter informing that the NASD has no objections.

 The underwriters have advised the Company that the amount of compensation to be allowed or paid to the underwriters has not yet been cleared with the NASD. Prior to the effectiveness of the Registration Statement, a
representative of the NASD will orally advise the Staff that the NASD has no objections.

4.
Please provide us with copies of your prospectus artwork prior to circulating your preliminary prospectus. Since we may have comments that could result in material revisions to
your artwork, please provide us with sufficient time to comment on your artwork prior to circulating your preliminary prospectus. See Item VIII of the March 31, 2001 quarterly update to the Division of Corporation Finance’s Current
Issues and Rulemaking Projects outline, which is available on our website at http://www.sec.gov/divisions/corpfin/cfcrq032001.htm.

 The Company respectfully advises the Staff that it will provide to the Staff on a supplemental basis copies of the artwork or other graphics that it intends to use in its prospectus as soon as such materials become
available.

5.
We note the industry and market data listed on page ii. Please provide us with marked copies of any materials that support the statements made in connection with these and
other third party statements, clearly cross-referencing each statement with the underlying factual support. Confirm for us in your response letter which documents are publicly available. For all reports that have been prepared specifically for you,
file consents from the third parties.

 The Company is providing supplementally to the Staff marked copies of all materials
supporting the third party statements made in the prospectus. The Company is also providing supplementally to the Staff a table including the cross-references requested by the Staff and identifying the documents that are publicly available. The
Company has consent to reference all of the reports prepared for the Company in the Registration Statement and will provide written evidence of such consent to the Staff supplementally at a later date.

6.
Also, note that your prospectus summary should immediately follow your cover page and table of contents. Please move the industry and market data section on page ii and any
necessary explanation of terms to the summary or later part of the prospectus.

 The Company has moved the explanation of
terms to the beginning of the Summary section on page 1, and the industry and market data section to the end of the Industry section on page 78.

7.
Revise your disclosure throughout to remove unnecessary capitalized terms and defined terms. For example, revise to delete unnecessary definitions, such as “Regal,”
“Cinemark” and “AMC” when the meanings of the terms are clear from context after you have used the companies’ full names once. Also minimize your use of acronyms. As three examples, instead of defining exhibitor services
agreements as “ESAs,” lobby entertainment network as “LEN,” and digital content network as “DCN,” consider including the entire names. This will make the disclosure easier to understand.

 The Company has revised the disclosure throughout the prospectus to delete unnecessary defined terms and acronyms.

 Prospectus Summary, page 1

8.
As currently drafted at eighteen pages, the summary section is far too long. Also, much of the summary simply repeats disclosure in your Business discussion and elsewhere. The
summary should provide a brief, non-repetitive, non-generic discussion of the most material aspects of you and your offering. Please reduce the amount of detail by carefully considering and identifying those aspects of the company and the offering
that are the most significant and determine how best to highlight those points in clear, plain language. We may have further comments once you have revised your summary disclosure.

 The Company has revised the summary section to shorten it and delete duplicative disclosure.

9.
We remind you that your summary should present a balanced picture of your operations. For example, please disclose in the forefront of your summary that

•

you are a holding company with only a minority interest in your operating subsidiary;

•

your business model is almost entirely dependent upon contractual arrangements with affiliates that, if terminated, would significantly limit or reduce your ability to generate
revenue;

•

your business success is directly related to the success of your founding members;

•

the contractual arrangements with the founding members are non-arms’ length and may not be as favorable to you as if entered into with unaffiliated third parties;
and

•

box office attendance is down in each of 2003, 2004 and 2005.

 These are meant as examples only and should not be considered exhaustive. Also include a brief summary in one place of the ways in which the founding members benefit by the transactions related to the
reorganization, ranging from the aggregate compensation for the exhibitor services agreements modifications and redemption of their NCM LLC preferred membership units to the various business agreements you will have with them or their
affiliates.

 The Company has revised the “Company Overview” section of the summary on page 3 to include additional factors
that may be important to understanding the Company’s operations. The Company also has revised the “Corporate Structure and Reorganization” section of the summary on pages 6-7 to describe certain benefits of the reorganization to the
founding members.

10.
You state on page one, and throughout, that you “operate the largest digital in-theatre network in North America.” In light of the fact that you provide
advertising, business meetings and event services to your founding members and to network affiliates, please provide us with the basis for such a description.

 As noted on page 1 and elsewhere in the prospectus, the Company uses its digital in-theatre network to distribute content for its advertising,
meetings and events businesses. The founding members are required to have the necessary equipment in their digital theatres, including the Company’s software, so that the Company’s network operations center can distribute content utilizing
its wide area network software to those digital theatres. Through its centralized network operations center, the Company can not only distribute live and pre-recorded advertising, meeting and entertainment content to the founding member theatres, it
can also monitor the in-theatre equipment and software to ensure they are operating properly.

 The Company has revised the disclosure throughout the prospectus to clarify that it provides advertising,
business meetings and event services to its clients, not the founding members and network affiliates, using its digital in-theatre network throughout the founding members’ and network affiliates’ theatres.

11.
We note your statement under “Attractive Financial Characteristics” on page four that you do not expect to make any major capital investments to maintain and grow your
operations as your network of theatres expands. In your business section or other appropriate location, please elaborate on the reasons for this, including an expanded analysis of to the exhibitor services agreements and the “scalable
nature” of your business model, a statement which we believe needs clarification. Moreover, reconcile your belief that no capital investments are needed with the risk factor on page 22 (“If we do not make investments in maintaining
and improving our technology...”).

 The Company has added language to the Business section on page 86 that
clarifies what is meant by “scalable.” The Company also has revised the specified risk factor on page 17-18 to state the risk more clearly, so that the disclosure in the risk factor is consistent with the “Attractive Financial
Characteristics” paragraph.

12.
Under Reorganization on page six, we note that the recapitalization of NCM LLC will result in a distribution to the founding members of common membership units and preferred
membership units in exchange for each outstanding common membership unit. In an appropriate location, please clarify, if true, that all of the preferred membership units will be redeemed with the proceeds of the $725 million term loan.
Please also clarify the purpose for issuing the preferred membership units as it appears they will be redeemed in connection with this offering.

 The Company has revised the disclosure throughout the prospectus to clarify that all of the preferred membership units will be redeemed. The Company has revised the disclosure on page 66 to clarify the purpose for
issuing the preferred membership units.

13.
Please refer to the heading “Our Relationship with Our Founding Members” on page nine. In an appropriate location, please disclose how you intend to ensure that all
current, proposed and future arrangements with your founding members will be on terms that are as favorable as those that could be arrived at on an arms’ length basis.

 The Company has added language in “Corporate History and Reorganization” on page 69 disclosing that transactions between the Company and
its founding members entered into after the completion of the offering will be subject to advance approval by the Company’s audit committee or other committee comprised solely of independent directors. The Company also has revised the risk
factor referenced in Comment 27 to elaborate on the nature and implications of historical transactions between the Company and its founding members.

14.
You disclose under “Financing Transaction” on page 10 that the term loan will be used to repay NCM LLC’s existing credit facility and the expenses related to
this offering. In an appropriate location, please disclose the amounts that will be allocated to each.

 The Company has
revised the disclosure in the “Financing Transaction” section on page 7 and elsewhere in the prospectus to insert placeholders for the following amounts: the term loan that will be used to repay NCM LLC’s existing credit facility and
the offering expenses. The Company will revise the prospectus to disclose these amounts as soon as such information becomes available.

 Summary Historical and Pro Forma Financial And Operating Data, pages 15-18 and Unaudited Pro Forma Financial
Information, pages 39-40

15.
Please revise the pro forma financial information to begin with the registrant, NCM, Inc., and include separate columns for each of the transactions, such as the issuance of
shares to NCM LLC, etc.

 NCM Inc. has been incorporated but has not yet been capitalized. In lieu of adding a column to
the pro forma statements of operations for NCM Inc.’s historical information, which column would contain no amounts, the Company has added a footnote to each pro forma statement of operations, explaining that NCM Inc. will have no results of
operations until the transactions contemplated by the IPO are completed. A “placeholder” column has been added to the pro forma balance sheet for NCM Inc., which will be completed by amendment, after the initial capitalization of NCM Inc.
Please refer to the response to comment 34.

 The Company has considered the Staff’s comment suggesting adding additional columns. As
to the pro forma statements of operations, the Company believes that the additional disclosures added in response to comment 18 provides additional clarity about the contractual adjustments (previously referred to as historical adjustments), and the
Company believes that additional columns are not required. However, the Company has revised the pro forma balance sheet to include three separate columns for the transaction adjustments: one for the debt and equity transactions, one for the use of
proceeds, and a third for the consolidating entries.

16.
Refer to the discussion on page 17 of the payments from AMC and the issuance of common membership units in NCM LLC to AMC prior to the offering. Please expand the discussion
to explain how the number of common units to be issued was computed and explain the accounting for the issuance and future payments.

 The Company has revised the discussion on page 12 and elsewhere in the prospectus to explain how the number of common membership units to be allocated to AMC was calculated and to explain the accounting for the
issuance and future payments.

17.
Revise the introduction to each section to state the specified time period for the Loews payments or what facts and circumstances will determine the time period. Please revise
page 66 and througho

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

  DIVISION OF
CORPORATION FINANCE

Mail Stop 3720

November 9, 2006

Ralph E. Hardy, Esq.
Executive Vice President and General Counsel
National CineMedia, Inc.
9110 E. Nichols Ave., Suite 200
Centennial, Colorado 80112-3405

 Re:  National CineMedia, Inc.
Registration Statement on Form S-1
Filed October 13, 2006
File No. 333-137976

Dear Mr. Hardy:

 We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

1. We note a number of blank spaces thr oughout your registration statement for
information that you are not entitled to omit under Rule 430A, such as beneficial
ownership amounts and various payments.  Please include this disclosure in an
amendment as soon as practicable.  Note  that we may have additional comments
once you have provided this disclosure.
2. We encourage you to file all exhibits with your next amendment.  We must
review these documents before the registration statement is declared effective, and we may have additional comments.

Mr. Hardy
National Cinemedia, Inc.
November 9, 2006 Page 2
3. Please furnish in your response letter a stat ement as to whether or not the amount
of compensation to be allowed or paid to  the underwriter has been cleared with
the NASD.  Prior to the effectiveness of this registration statement, please provide
us with a copy of the letter informing that the NASD has no objections.
4. Please provide us with copies of your pros pectus artwork prior to circulating your
preliminary prospectus.  Since we may have comments that could result in material revisions to your artwork, pleas e provide us with sufficient time to
comment on your artwork prior to circulat ing your preliminary prospectus.  See
Item VIII of the March 31, 2001 quarterly update to the Division of Corporation
Finance’s Current Issues and Rulemaking Projects outline, which is available on
our website at
http://www.sec.gov/divisions/corpfin/cfcrq032001.htm .
5. We note the industry and mark et data listed on page ii.  Please provide us with
marked copies of any materials that s upport the statements made in connection
with these and other thir d party statements, clearly cross-referencing each
statement with the underlyi ng factual support.  Confir m for us in your response
letter which documents are publicly availa ble.  For all report s that have been
prepared specifically for you, file consents from the third parties.
6. Also, note that your prospectus summary should immediately follow your cover
page and table of contents.  Please move the industry and market data section on
page ii and any necessary expl anation of terms to the summ ary or later part of the
prospectus.
7. Revise your disclosure throughout to re move unnecessary capitalized terms and
defined terms.  For example, revise to delete unnecessary definitions, such as
“Regal,” “Cinemark” and “AMC” when the meanings of the terms are clear from
context after you have used the companies’ full names once.  Also minimize your use of acronyms.  As three examples, instead of defining exhibitor services
agreements as “ESAs,” lobby entertainment network as “LEN,” and digital content network as “DCN,” consider including the entire names.  This will make the disclosure easier to understand.

Prospectus Summary, page 1
8. As currently drafted at eight een pages, the summary section is far too long.  Also,
much of the summary simply repeats disclosure in your Business discussion and elsewhere.  The summary should provid e a brief, non-repetitive, non-generic
discussion of the most ma terial aspects of you and your offering.  Please reduce
the amount of detail by carefu lly considering and identify ing those aspects of the
company and the offering that are the mo st significant and determine how best to
highlight those points in clear, plain language.  We may have further comments
once you have revised your summary disclosure.

Mr. Hardy
National Cinemedia, Inc.
November 9, 2006 Page 3
9. We remind you that your summary should present a balanced picture of your
operations.  For example, please disclose in the forefront of your summary that
• you are a holding company with only a minority interest in your operating
subsidiary;
• your business model is almost en tirely dependent upon contractual
arrangements with affiliates that, if terminated, would significantly limit or reduce your ability to generate revenue;
• your business success is directly rela ted to the success of your founding
members;
• the contractual arrangements with th e founding members are non-arms’ length
and may not be as favorable to you as if entered into with unaffiliated third
parties; and
• box office attendance is down in each of 2003, 2004 and 2005.
 These are meant as examples only and shoul d not be considered exhaustive.  Also
include a brief summary in one place of the ways in which the founding members
benefit by the transactions  related to the reorganization, ranging from the
aggregate compensation for the exhibitor services agreements modifications and redemption of their NCM LLC preferre d membership units to the various
business agreements you will have with them or their affiliates.
10. You state on page one, and throughout, th at you “operate the largest digital in-
theatre network in North America.”  In  light of the fact that you provide
advertising, business meetings and even t services to your founding members and
to network affiliates, please provide us  with the basis for such a description.
11. We note your statement under “Attractive Fi nancial Characteristics” on page four
that you do not expect to make any major capital investments to maintain and grow your operations as your network of  theatres expands.  In your business
section or other appropriat e location, please elaborate on the reasons for this,
including an expanded analysis of to th e exhibitor services agreements and the
“scalable nature” of your business model, a statement which we believe needs
clarification.  Moreover, reconcile your belief that  no capital investments are
needed with the risk factor on page 22  (“If we do not make investments in
maintaining and improving our technology….”).
12. Under Reorganization on page six, we note that the recapitalization of NCM LLC will result in a distribution to the founding members of common membership

Mr. Hardy
National Cinemedia, Inc.
November 9, 2006 Page 4
units and preferred membership units in exchange for each outstanding common membership unit.  In an appropriate lo cation, please clarify, if true, that all
 of the
preferred membership units will be re deemed with the proceeds of the $725
million term loan.  Please also clarify the purpose for issuing the preferred membership units as it app ears they will be redeemed in connection with this
offering.
13. Please refer to the heading “Our Rela tionship with Our Founding Members” on
page nine.  In an appropriate location,  please disclose how you intend to ensure
that all current, proposed and future arrangements with your founding members
will be on terms that are as favorable as t hose that could be arrived at on an arms’
length basis.
14. You disclose under “Financing Transaction” on page 10 that the term loan will be
used to repay NCM LLC’s existing credit f acility and the expenses related to this
offering.  In an appropriate location, pl ease disclose the amounts that will be
allocated to each.

Summary Historical and Pr o Forma Financial And Oper ating Data, pages 15-18 and
Unaudited Pro Forma Financial Information, pages 39-40
15. Please revise the pro forma financial info rmation to begin with the registrant,
NCM, Inc., and include separate columns fo r each of the transactions, such as the
issuance of shares to NCM LLC, etc.
16. Refer to the discussion on page 17 of the payments from AMC and the issuance of common membership units in NCM LLC to AMC prior to the offering.  Please
expand the discussion to explain how the number of common units to be issued
was computed and explain the accounting for the issuance and future payments.
17. Revise the introduction to each section to  state the specified time period for the
Loews payments or what facts and circ umstances will determine the time period.
Please revise page 66 and throughout the prospectus accordingly.
18. Please expand the disclosure on page 39 to explain how the exhibitor services agreements relate to the transactions underlying the joint venture and the reason
for reflecting the exhibitor services ag reements in the pro forma financial
information.  Please expand Notes 2, 3 and 4 on pages 43 and 44 to explain, step by step, each agreement in place during the period and any change, quantifying
the effects of each change.
19. Please tell us the basis for your belief that the restructuring charges are non-
recurring and therefore should be elim inated from the pro forma financial

Mr. Hardy
National Cinemedia, Inc.
November 9, 2006 Page 5
information.  Please use the guidance in Article 11 of Regulation S-X in your response.
20. Addressing the relevant accounting literature , tell us in more detail the basis for
your accounting related to the payment of the net proceeds from the sale of membership units by NCM LLC to the founding members described in adjustments 4 and 5 on page 46.
Risk Factors, page 19

21. You conclude in a substantial number of your  risk factors that the risk described
would have a “material adverse effect” or  “adverse effect,” or would “negatively
affect” or “adversely affect” your busi ness, operating results and financial
condition. We also note numerous instances  where you state that your business,
operating results and financial condition w ould be “adversely affected.”  Please
avoid reaching such broad conclusions by eliminating reliance on such generic
language and replacing these and other examples with specific disclosure of how your business, operating results and fi nancial condition would be affected.

Changes in the Exhibitor Services Agreements…, page 19
22. The third paragraph of this risk factor pertaining to cross-marketing or other
strategic relationships entered into  by your Founding Members appears to
represent a risk that is distinct from the heading.  Please revise to discuss this risk
under a separate heading.

If one of our Founding Members declares bankruptcy…page 20
23. Disclose the dates that each of the major motion pictures companies you list declared bankruptcy.  Also, so that inve stors may realize the extent of the risk,
note if there was a general industry reason for the bankruptcies since 1999.

The loss of any major content partner or advertising customer…, page 22
24. Tell us why you have chosen 12% or gr eater of your pro forma revenue as a
threshold.  Item 101(c)(vii) of Regulation S- K refers to 10%.  Also tell us why
you state “individually accounted for over 12%...in the aggregate….”  Finally, identify the 10% or greater customers and allocate the percentage of revenue
attributable to each for all periods pr esented, including the 9 months ended
December 29, 2005 and the six months ended June 29, 2006.  Provide similar disclosure in th e business section.

Mr. Hardy
National Cinemedia, Inc.
November 9, 2006 Page 6
Different interests among our Founding Members…., page 27
25. Disclose what, if any, mechanisms are in place to resolve potential conflicts
between you and your founding members or between your founding members.

The corporate opportunity provision in our  certificate of in corporation….page 27
26. The second sentence of this risk fact or describing the corporate opportunity
provision of your certific ate of incorporation is difficult to follow.  Please revise
it.

The agreements between us and our Founding Members…., page 28
27. This risk factor is vague and does not adequately describe the risks posed to
investors in this offering.  Revise to clearly address the nature and implications of
these non-arms’ length transactions and agreements.

Any future issuance of membership units by NCM LLC …, page 29
28. To assist investors in realizing the extent  of the risk, state whether there is a limit
on the number of shares of common st ock you may issue upon redemption of a
founding member’s NCM LLC membership unit.

If we or our Founding Members are determined  to be an investment company…, page 29
29. Provide us in your response letter with your analysis as to why you are not an
investment company under the Investment  Company Act, including discussion as
to how your role as sole manager of NCM LLC is significant in determining
whether your interest in NCM LLC could be deemed an investment security, as you suggest in this risk factor.  Also , tell us how you considered, in your
investment company analysis, the degr ee of founding members’ influence on your
business and in various decision-making processes of NCM LLC, which you describe on pages 115, 127 and 128 and elsewhere in the prospectus.

Dividend Policy, page 35
30. You state that you “intend to distribu te as dividends to [y]our common
stockholders a substantial portion of the distributions [you] receive from NCM
LLC.”  Significantly expand your discussion of the various factors in the first
paragraph that would determine the deci sion to declare dividends.  Among your
revisions, discuss the extent to which debt agreements affect your ability to pay, and the amount of, the dividend.  Describe the “legal requiremen ts” that restrict
your ability to pay dividends.  Provide  further details regarding NCM LLC’s
ability to make the distributions to y ou that will enable your dividends, including

Mr. Hardy
National Cinemedia, Inc.
November 9, 2006 Page 7
the assumptions you have made regarding the distributions.  Explain what you
mean by “free cash flow” and why this non-GAAP item is an appropriate measure for your dividend policy.  Mention here th e “current and anticipated cash needs”
that would affect your d ecision to pay dividends.
31. In addition, indicate the other business purposes or operating needs for which you
will not apply your available cash given your intention to use the cash to pay
dividends.

Dilution, page 37
32. Quantify the further dilution to new inve stors that will occur upon exercise of
your stock options that will be outsta nding immediately following the offering.

Management’s Discussion and Analysis, page 52
33. Refer to the discussion of the historical financial statements on page 24.  We note
that the historical financial statements  of RCM and NCN include screen access
charges at different rates th at those in effect after th e formation of NCM LLC and
that the rates will change again after co mpletion of the financing transaction and
reorganization.  Please revise management ’s discussion and analysis to discuss
the comparative historical financial statements, explaining any differences in revenues and expenses in light of these ch anges, rather than only discussing total
advertising contract value and total operating expenses.  Please expand the
discussion so that the reader can fully  understand the impact