Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

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

Filed July 1, 2009

File No. 333-159991

Form 10-K for Fiscal Year Ended December 31, 2008

Filed March 5, 2009

File No. 001-32601

Dear Ms. Ravitz:

On behalf of Live Nation, Inc. (“Live Nation”) we hereby submit responses to the Staff’s comments regarding Live Nation’s Amendment No. 1 to the Registration Statement on Form S-4 (the “Registration Statement”) filed on July 1, 2009 (“Amendment No.1”) and Live Nation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 (the “Live Nation Form 10-K”), as set forth in the Securities and Exchange Commission’s letter to Michael G. Rowles, Esq., dated July 28, 2009 (the “Comment Letter”). We have also included in this letter, where relevant, responses forwarded to us by counsel to, and/or representatives of, Ticketmaster Entertainment, Inc. (“Ticketmaster Entertainment”) regarding the Staff’s comments to the Registration Statement. Additionally, herewith filed with EDGAR is a complete copy of Amendment No. 2 to the Registration Statement on Form S-4 (“Amendment No. 2”), including exhibits.

We are also providing via courier five copies of Amendment No. 2, including exhibits and two copies of Amendment No. 2 marked to show changes from Amendment No. 1. In addition, Live Nation’s and Ticketmaster Entertainment’s financial advisors will be providing to the Staff under separate cover information responsive to comment 1, for which, due to its highly sensitive and confidential commercial and financial nature, we have been advised they will request confidential treatment under the Freedom of Information Act, as amended, in accordance with 17 C.F.R. § 200.83(c). We are providing courtesy copies of Amendment No. 2 including a version marked for changes, to Claire Erlanger, Linda Cvrkel and Matthew Spitzer.

LATHAM & WATKINS LLP

Amendment No. 2 incorporates changes responsive to the comments set forth in the Comment Letter. For your convenience, we have repeated each of the Staff’s comments in bold prior to the response. All references to page numbers and footnotes in the responses below each heading are to the pages or footnotes, respectively, in Amendment No. 2. The references to page numbers and footnotes in the headings are to Amendment No. 1.

General

Response:

As noted above, Goldman Sachs and Deutsche Bank will each provide the Staff, under separate cover and on a confidential basis, their respective board books that were delivered to the Live Nation board of directors on February 8, 2009 in connection with the proposed transaction. Allen & Co. will provide the Staff, under separate cover and on a confidential basis, the board book that it delivered to the Ticketmaster Entertainment board of directors on February 10, 2009 in connection with the proposed transaction.

Registration Statement

Cover Page

Response:

The disclosure on the cover page of the joint proxy statement/prospectus and on page 12 has been revised in response to the Staff’s comment.

Summary, page 9

Response:

The disclosure on pages 10 and 141 has been revised in response to the Staff’s comment.

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Interest of Directors and Executive Officers in the Merger, page 13

Response:

In response to the Staff’s comment, the disclosure on page 15 has been revised to include cross-references to the amounts that are set forth in detail in the “The Merger – Interests of Live Nation Directors, Executive Officers and Certain Key Employees in the Merger” and “The Merger – Interests of Ticketmaster Entertainment Directors and Executive Officers in the Merger” sections of the Registration Statement. The Staff is respectfully advised that Ticketmaster Entertainment and Live Nation believe that the information is appropriately summarized in the “Summary” section of the Registration Statement and do not believe that the information would be easier for stockholders to understand in tabular form.

Litigation Relating the Merger, page 21

Response:

Pursuant to the Staff’s request, copies of the referenced complaints are being provided to the Staff via courier along with this letter.

Risk Factors, page 31

Failure to complete the Merger may negatively impact, page 31

Response:

This risk factor has been moved to page 35 in response to the Staff’s comment.

The exchange ratio is subject to adjustment prior to the completion of the Merger, page 32

Response:

The disclosure on the cover page of the joint proxy statement/prospectus and beginning at the bottom of page 1 has been revised in response to the Staff’s comment.

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The combined company may not fully realize the anticipated synergies, page 34

Response:

A separate risk factor related to CTS has been included beginning on page 37 in response to the Staff’s comment.

The combined company will have substantial indebtedness, page 35

Response:

The disclosure on page 37 has been revised in response to the Staff’s comment.

The merger could cause the Ticketmaster Entertainment spin-off to become a taxable transaction, page 36

Response:

In response to the Staff’s comment, the risk factor referenced above has been revised beginning on page 38 to provide additional information regarding potential tax liabilities of IAC/InterActiveCorp (“IAC”) for which the combined company could be responsible under the tax sharing agreement by and among IAC, Ticketmaster Entertainment and certain other parties entered into in connection with the Ticketmaster Entertainment spin-off.

The Staff is respectfully advised that Ticketmaster Entertainment has advised Live Nation that the amount of IAC’s taxes for which the combined company could be responsible under the tax sharing agreement depends, among other things, on the amount of taxable income or gain that would be recognized by IAC if the Ticketmaster Entertainment spin-off and related transactions were taxable to IAC. That determination, in turn, depends on IAC’s tax basis in, and the fair market value of, the stock of Ticketmaster Entertainment and various other subsidiaries, and assets involved in the Ticketmaster Entertainment spin-off and related restructuring steps. Ticketmaster Entertainment has advised Live Nation that it does not possess the information necessary to quantify IAC’s tax liabilities for which it may be responsible.

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The success of the combined company will also depend upon relationships, page 39

Response:

The disclosure on page 41 has been revised in response to the Staff’s comment.

Ticketmaster Entertainment may be unable to make the changes necessary to operate effectively, page 40

Response:

The disclosure on page 53 has been revised in response to the Staff’s comment. This risk factor, and other risk factors that only relate to Ticketmaster Entertainment’s business prior to the completion of the Merger, have been moved to a new subsection of the “Risk Factors” section of the Registration Statement titled “Risks Relating to Ticketmaster Entertainment’s Business Prior to the Completion of the Merger,” beginning on page 53. The Staff is respectfully advised that Ticketmaster Entertainment believes that these risks, including the one referenced in the Staff’s comment, highlight risks that Ticketmaster Entertainment stockholders should consider in determining whether to vote “for” or “against” the Ticketmaster Entertainment proposals included in the Registration Statement.

Response:

The last risk factor on page 42 of Amendment No. 1 has been deleted in response to the Staff’s comment. The other risk factors related only to Ticketmaster Entertainment’s business, included on pages 53 through 56 of the Registration Statement, have been revised in response to the Staff’s comment. As revised, these risk factors allow for a comparison of the risks associated with Ticketmaster Entertainment’s ongoing business against the potential benefits of the Merger that are presented elsewhere in the Registration Statement. As discussed in the response to comment 12, these risk factors have been moved to a new subsection of the “Risk Factors” section of the Registration Statement titled “Risks Relating to Ticketmaster Entertainment’s Business Prior to the Completion of the Merger,” beginning on page 53.

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Background of the Merger, page 54

Response:

The disclosure on pages 59 and 60 has been revised in response to the Staff’s comment.

Response:

The Staff is respectfully advised that the anticipated cost synergies were not quantified during the December 9, 2008 Live Nation board of directors meeting. In response to the Staff’s comment, Live Nation has, however, revised the disclosure related to the January 25, 2009 Live Nation board of directors meeting on page 59 to disclose the amount of anticipated synergies that were discussed at that meeting.

Response:

The disclosure on pages 57 and 58 has been revised in response to the Staff’s comment.

Response:

The disclosure on page 58 has been revised in response to the Staff’s comment.

Response:

The disclosure on page 59 has been revised in response to the Staff’s comment.

Response:

The first bullet on page 65 has been revised in response to the Staff’s comment.

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Response:

The first bullet on page 63 has been revised in response to the Staff’s comment.

Live Nation’s Reasons for the Merger, page 57

Response:

The disclosure on pages 61 to 64 and pages 66 to 68 has been revised in response to the Staff’s comment.

Response:

The first bullet on page 61 and the fourth bullet on page 62 have been revised in response to the Staff’s comment.

Ticketmaster Entertainment’s Reasons for the Merger, page 61

Response:

The fourth bullet on page 66 has been revised in response to the Staff’s comment.

Response:

The sixth bullet on page 66 has been revised in response to the Staff’s comment.

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Certain Financial Forecasts, page 65

Response:

The disclosure on pages 71 and 88 has been revised in response to the Staff’s comment.

Opinions of Live Nation’s Financial Advisors, page 69

Response:

In regards to Goldman Sachs’ fairness opinion, the disclosure on pages 77 through 79 has been revised in response to the Staff’s comment.

In regards to Deutsche Bank’s fairness opinion, the disclosure on pages 83 through 85 has been revised in response to the Staff’s comment.

In regards to Allen & Co.’s fairness opinion, the disclosure on pages 94 through 99 has been revised in response to the Staff’s comment.

Response:

In regards to Goldman Sachs’ fairness opinion, the Staff is respectfully referred to the disclosure set forth in the fifth paragraph on page 79 that states that Goldman Sachs did not attribute any particular weight to any analysis in arriving at its fairness determination. Live Nation had been advised by Goldman Sachs that even if a particular analysis showed that the consideration to be received was outside the range indicated by its analysis, Goldman Sachs made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses.

In regards to Allen & Co.’s fairness opinion, the disclosure on pages 94 through 99 has been revised in response to the Staff’s comment.

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Response:

In regards to Goldman Sachs’ fairness opinion, Live Nation had been advised by Goldman Sachs that a comparable companies analysis was not an analysis material to its fairness determination, nor was it a material financial analysis presented to the Live Nation board of directors. Accordingly, a description of such an analysis was not included in the description of Goldman Sachs’ opinion. Goldman Sachs did include certain information about comparable companies in one slide of its presentation to the Live Nation board of directors, but Live Nation had been advised by Goldman Sachs that this information was placed in an appendix to its board book because this information was neither a material part of the presentation nor the basis for the opinion that Goldman Sachs delivered to the Live Nation board of directors.

In regards to Deutsche Bank’s fairness opinion, Live Nation had been advised by Deutsche Bank that a comparable companies analysis was not an analysis material to its fairness determination, nor was it a material financial analysis presented to the Live Nation board of directors. Accordingly, a description of such an analysis was not included in the description of Deutsche Bank’s opinion.

In regards to Allen & Co.’s fairness opinion, the disclosure on pages 94 and 95 has been revised in response to the Staff’s comment.

Response:

The disclosure on page 58 has been revised in response to the Staff’s comment.

Historical Stock Price and Exchange Ratio Analysis, page 71

Response:

The third bullet on page 64 has been revised and a new fifth bullet has been added on page 64 in response to the Staff’s comment.

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Contribution Analysis, page 72

Response:

The disclosure on page 78 has been revised in response to the Staff’s comment.

Discounted Cash Flow Analysis, page 73

Response:

Live Nation had been advised by Goldman Sachs that the implied present values per share of Live Nation common stock as reported in each of the “Pro Forma Combined Company Basis” columns in the charts for the Discounted Cash Flow Analysis and Present Value of Future Theoretical Share Price Analysis on pages 78 and 79 represent the range of values for shares of common stock of the combined company to be held by the former stockholders of Live Nation, taking into account the exchange ratio and the consideration to be received by Ticketmaster Entertainment stockholders. Accordingly, and because Live Nation stockholders’ shares will be unaffected by the Merger, these implied present values per share illustrate a value for shares of the combined company to be held by the former stockholders of Live Nation (not the value of the combined company as a whole) that exceeds the value of Live Nation common stock at the time the Merger was announced.

Deutsche Bank, page 75

Response:

The disclosure on page 86 has been revised in response to the Staff’s comment.

Contribution Analysis, page 78

Response:

The disclosure on page 84 has been revised in response to the Staff’s comment.

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Valuation of Live Nation, page 88

Response:

The disclosure on pages 94 and 95 has been revised in response to the Staff’s comment.

Opinion of Ticketmaster Entertainment’s Financial Advisor – Transaction Analysis, page 90

Response:

The disclosure on pages 97 and 98 has been revised in response to the Staff’s comment. The Staff is respectfully advised that Allen & Co. included all transactions that fit the specified criteria in its precedent transaction analysis.

Response:

The disclosure on page 99 has been revised in response to the Staff’s comment.

Opinion of Ticketmaster Entertainment’s Financial Advisor – General, page 92

Response:

The Staff’s comment is acknowledged and the Staff is respectfully advised that the fee to be paid by Ticketmaster Entertainment to Allen & Co. has not yet been agreed upon by the parties and, as a result, the amount of the fee cannot be disclosed in the Registration Statement. The disclosure on page 100 has been revised to clarify this point.

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Accounting Treatment, page 103

Response:

The disclosure on pages 110 through 112 and 306 has been revised in response to the Staff’s comment.

Material U.S. Federal Income Tax Consequences, page 106

Response:

The disclosure on page 116 has been revised in response to the Staff’s comment.

Response:

Live Nation and Ticketmaster Entertainment acknowledge the Staff’s comment and respectfully advise the Staff that, under the Merger Agreement, it is a condition to the completion of the Merger that Live Nation receive a written opinion of Latham & Watkins LLP and that Ticketmaster Entertainment receive a written opinion of Wachtell, Lipton, Rosen & Katz, in each case, dated as of the closing date of the Merger, to the effect that the Merger will be treated for U.S. federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code. Because these closing conditions must be satisfied prior to closing of the Merger, the opinions of counsel would be received on the closing date prior to the closing. The disclosure on pages 16, 18 and 122 has been revised to clarify this point.

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LATHAM & WATKINS LLP

The Merger Agreement, page 109

Response:

Live Nation and Ticketmaster Entertainment confirm that they have considered the disclosure relating to representations and warranties contained in the Merger Agreement and have determined that no conditions differ from such representations and warranties so greatly as to cause such disclosure in the Registration Statement to be misleading.

Response:

Live Nation and Ticketmaster Entertainment acknowledge the Staff’s comment and respectfully advise the Staff that the disclosure referenced in the Staff’s comment describes the closing conditions contained in Section 7.2(d) and Section 7.3(d) of the Merger Agreement. Pursuant to the Merger Agreement, it is a condition to each party’s obligation to complete the Merger that it receive an opinion of counsel, dated as of the closing date, to the effect that the Merger will be treated as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code. These closing conditions further provide that they are not waivable following the receipt of stockholder approval unless such further approval is obtained with appropriate disclosure. Thus, while the Merger Agreement contains specific limitations regarding the circumstances under which Live Nation or Ticketmaster Entertainment may waive this particular closing condition, there would be no waiver by any Live Nation or Ticketmaster Entertainment stockholder of any rights. Accordingly, Live Nation and Ticketmaster Entertainment respectfully advise the Staff that they believe that no additional disclosure is appropriate.

Live Nation Security Ownership of Certain Beneficial Owners and Management, page 158

Response:

Based on the most recent information provided to Live Nation, SQ Portfolio Management Inc. beneficially owns 2,150,000 shares of Live Nation common stock, or 2.5% of the outstanding shares of Live Nation common stock as of August 21, 2009. Live Nation will include SQ Portfolio Management Inc. and its share ownership in the beneficial ownership table in the future to the extent Live Nation has reason to believe that SQ Portfolio Management Inc. beneficially owns greater than 5% of Live Nation’s outstanding shares.

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Response:

The disclosure on page 168 has been revised in response to the Staff’s comment.

Live Nation – Cash Performance Bonuses, page 163

Response:

The Staff is respectfully advised that Adjusted Operating Income is a metric that Live Nation uses and describes in its earnings releases on a quarterly basis. Live Nation defines Adjusted Operating Income as operating income (loss) before acquisition transaction expenses, depreciation and amortization, loss (gain) on sale of operating assets and non-cash compensation expense. This metric is provided along with the appropriate reconciliations because it is a non-GAAP measure.

In connection with bonus calculations for Live Nation executives, Live Nation adjusts, at the direction of the Compensation Committee of the Live Nation board of directors, Adjusted Operating Income on a pro forma basis so that the compensation of Live Nation’s executives is not affected by acquisitions or dispositions of businesses or assets during the applicable period. Live Nation only provides this metric annually in the required disclosures related to compensation and will provide the appropriate reconciliations in those future filings.

Employment Agreements, page 172

Response:

The disclosure on page 182 has been revised in response to the Staff’s comment.

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Potential Payments upon Termination or Change of Control, page 183

Response:

The disclosure in footnote 3 on page 194 has been revised in response to the Staff’s comment.

Relationships Involving Named Executives, page 218

Response:

The Staff is respectfully advised that the discussions in the first two referenced paragraphs on page 219 of Amendment No.1, relating to the February 10, 2009 letter agreement with Mr. Azoff and the April 2009 Front Line dividend, were for events that occurred after December 31, 2008 that were subsequently disclosed in Note 10 – Related Party Transactions of Ticketmaster Entertainment’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2009, which note is included in the Registration Statement. The discussions relating to the compensation of certain of Mr. Azoff’s family members and Mr. Azoff’s use of aircraft for company business relate to “compensation arrangements, expense allowances, and other similar items in the ordinary course of business” and therefore are not included pursuant to paragraph 2 of SFAS No. 57. The disclosure on pages FIN-45 and FIN-46 have been revised in response to the Staff’s comment to include the discussion of the Second Amended and Restated Stockholders’ Agreement of Front Line.

Interest Rate Risk, page 231

Response:

The disclosure on page 241 has been revised in response to the Staff’s comment.

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LATHAM & WATKINS LLP

Ticketmaster Entertainment’s Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 233

Results of Operations for the Three Months Ended March 31, 2009 Compared to the Three Months Ended March 31, 2008 and for the year ended December 31, 2008

Response:

The disclosure on pages 247 through 255 and 256 through 266 has been revised in response to the Staff’s comment.

Liquidity and Capital Resources, page 251

Response:

The disclosure on page 266 has been revised in response to the Staff’s comment.

Ticketmaster – Compensation Discussion & Analysis, page 264

Response:

The Staff is respectfully advised that while Ticketmaster Entertainment considers compensation data in establishing broad compensation programs and practices, Ticketmaster Entertainment does not specifically benchmark the compensation associated with particular executive positions, or definitively rely on competitive survey data in establishing executive compensation. Ticketmaster Entertainment makes decisions based on a host of factors particular to a given executive situation, including its firsthand experience with the competition for recruiting executives and its understanding of the current environment, and believes that over-reliance on survey data, or a benchmarking approach, is too rigid and stale for the dynamic and fast changing marketplace for talent from which Ticketmaster Entertainment draws to fill its executive ranks. The disclosure on page 278 has been revised to reflect the foregoing.

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Unaudited Pro Forma Condensed Combined Financial Statements, page 293

Response:

Live Nation and Ticketmaster Entertainment acknowledge the Staff’s comment regarding Liberty Media. The Staff is respectfully advised that at the time of the Merger, based on current ownership and considering the exchange ratio, Liberty Media is expected to hold less than 15% of the combined company. The companies believe a single stockholder voting interest in excess of 25% to be a more notable factor in terms of influence and therefore do not believe that the ownership of this minority stockholder provides influence in favor of either company being deemed the acquirer for accounting purposes. Liberty Media will also be permitted to nominate up to two of Ticketmaster Entertainment’s initial seven board seats under provisions of the Liberty Stockholder Agreement but, because Liberty Media’s board seats are a part of, not in addition to, the total number of board seats initially designated by Ticketmaster Entertainment, the companies do not believe that this is a factor that provides additional influence in favor of either company being deemed the acquirer for accounting purposes.

The disclosure on pages 110 through 112 has been revised in response to the Staff’s comment.

Note 1, Basis of Pro Forma Presentation, page 299

Response:

The pro forma financial statements on pages 308 through 310 have been revised in response to the Staff’s comment.

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Response:

The Staff’s comment is acknowledged and the Staff is respectfully advised that, as of the date of this letter, Live Nation continues to discuss with Mr. Rapino the terms of his employment with the combined company, Ticketmaster Entertainment continues to discuss with Mr. Azoff the terms of his employment with the combined company, and no such arrangements have been finalized. Live Nation and Ticketmaster Entertainment confirm that in the event new employment arrangements with Messrs. Rapino or Azoff are finalized prior to the planned effectiveness of the Registration Statement, the unaudited pro forma condensed combined financial statements will be revised to give effect to those arrangements.

Footnote (3), page 300

Response:

The disclosure in footnote (4) on page 312 has been revised in response to the Staff’s comment.

Preliminary Allocation of Consideration Transferred to Net Assets Acquired, page 300

Response:

The Staff’s comment is acknowledged and Live Nation confirms that the assets and liabilities acquired have been measured at the estimated acquisition-date fair value in accordance with paragraph 20 of SFAS No. 141(R). The disclosure on page 313 has been revised in response to the Staff’s comment.

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Response:

With respect to the qualitative description of the factors that make up the goodwill recognized and the amount of goodwill that is expected to be deductible for tax purposes, the disclosure in footnote (d) on page 315 has been revised in response to the Staff’s comment. With respect to the Staff’s comment regarding goodwill by reportable segment, the Staff is respectfully advised that Ticketmaster Entertainment management and Live Nation management have not yet determined the reportable segments for the combined company. Once the Merger has been completed, the management of the combined company will make that determination pursuant to the requirements of SFAS No. 142.

Response:

The Staff is respectfully advised that, in estimating the fair value of the acquired intangible assets, Live Nation utilized the valuation methodology determined to be most appropriate for the individual category being valued. The Staff is respectfully referred to the revised disclosure for the specific methodology employed for each individual intangible asset category. In performing the valuation analyses, Live Nation considered the expected use of the asset, any legal, regulatory or contractual provisions that may impact the cash flow to be derived from the asset, and significant market trends impacting Ticketmaster Entertainment. These estimated fair values are considered preliminary and are subject to change at the closing date of the Merger and any changes in fair value of the acquired intangible assets may be material. The determination of the estimated remaining useful lives of the individual categories of intangible assets was based on the nature of the applicable intangible asset and the expected future cash flows to be derived from the intangible asset. The disclosure on page 314 has been revised in response to the Staff’s comment.

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Note 2. Pro Forma Adjustments, page 301

Adjustments to Balance Sheet, page 301

Response:

The Staff is respectfully advised that the potential cash payment for fractional shares is estimated to be de minimis and a pro forma adjustment to the balance sheet has not been included. Based on a review of the share ownership of Ticketmaster Entertainment, the cash payment for fractional shares was estimated to be approximately $10,000 as of March 31, 2009 and $13,000 as of June 30, 2009.

The disclosure in footnote (2) has been added on page 312 in response to the Staff’s comment.

Response:

The Staff’s comment is acknowledged and the Staff is respectfully advised that Live Nation considered whether additional liabilities are required to be recorded based on the guidance under paragraph 24 of SFAS No. 141(R):

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Response:

The Staff is respectfully advised that the majority of Ticketmaster Entertainment’s property and equipment includes computer equipment and computer software, furniture and fixtures, and leasehold improvements. Live Nation considered the fair value of these assets to approximate Ticketmaster Entertainment book value, given the nature of the assets. In addition, Ticketmaster Entertainment owns land and a building in Vancouver, Canada which is used by certain of its Canadian operations. A third-party real estate appraisal for this property was obtained and Live Nation has determined that the fair value exceeds the book value. A pro forma adjustment to reflect the property at fair value based on the appraisal has now been included in footnote (b) on page 315.

Footnote (a) and (d)

Response:

The Staff is respectfully advised that non-recoupable contract advances are occasionally paid to Ticketmaster Entertainment’s clients in return for the clients entering into long-term, exclusive ticketing agreements. Ticketmaster Entertainment’s non-recoupable contract advances are charged to expense over the applicable contract periods and Ticketmaster Entertainment’s historical balances are presented net of this expense. The historical non-recoupable contract advances have been eliminated and intangible assets associated with the existing long-term ticketing agreements have been established at fair value as part of acquisition accounting in connection with the Merger. The disclosure in footnotes (a), (c) and (e) on page 315 has been revised in response to the Staff’s comment.

Footnote (g)

Response:

The Staff is respectfully advised that Live Nation estimated the fair value of Ticketmaster Entertainment deferred revenue by reviewing the level of remaining client service obligations and determining a reasonable profit margin to be recognized prospectively for related contracts and reducing the carrying value for those where significant service had already been performed. The disclosure in footnote (h) on page 316 has been revised in response to the Staff’s comment.

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Footnote (h)

Response:

The disclosure in footnote (i) on page 316 has been revised in response to the Staff’s comment.

Footnotes (f) and (i)

Response:

The Staff is respectfully advised that Ticketmaster Entertainment contingent earn-outs represent contractual obligations owed by Front Line Management Group, Inc. (“Front Line”) to sellers of recently acquired companies based on the achievement of certain post-acquisition operating results of the applicable acquired companies. In accordance with SFAS No. 141(R), Live Nation recognized all contractual contingencies measured at their acquisition-date fair values by considering the probability of achieving post-acquisition operating results targets and resulting payouts, as defined in the applicable purchase agreements. FSP 141R-1, which amended certain guidance in SFAS No. 141(R), eliminated the requirement to disclose an estimate of the range of outcomes of recognized contingencies at the acquisition date. The disclosure in footnotes (g) and (j) on page 316 have been revised in response to the Staff’s comment.

Footnote (j)

Response:

The disclosure in footnote (k) on page 317 has been revised in response to the Staff’s comment.

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Footnote (k)

Response:

The Staff is respectfully advised that Ticketmaster Entertainment obtained an independent valuation of the fair value of the 1,750,000 shares of Series A preferred stock in October 2008 and recorded as temporary equity the vested portion of the fair value based on the requisite service period that had passed. This included services rendered to Front Line from June 2007 through October 2008 because the transaction was deemed to be an exchange of stock-based compensation awards that should be accounted for as a modification in accordance with the provisions of SFAS 123(R). The $31.2 million referred to in Note 11 in Ticketmaster Entertainment’s financial statements for the year ended December 31, 2008 represents the fair value attributed to the portion of the requisite service period remaining. As of June 30, 2009, $13.0 million has been recorded as temporary equity representing the portion of the fair value that has been earned based upon services performed by Mr. Azoff. Given that the Series A preferred stock and the note will have similar terms, including a future service requirement for Mr. Azoff, Live Nation believes that a reasonable estimate of the acquisition-date fair value of the note is the value associated with the Series A preferred stock. A valuation of the note will be performed upon the completion of the Merger after the terms of the note are finalized.

Response:

Live Nation has determined that this change in award from an equity instrument to a liability instrument qualifies as a modification in accordance with paragraph 51 of SFAS No. 123(R). As a result, on the modification date, a liability is recognized equal to the portion of the award attributed to past service multiplied by the award’s fair value. Subsequent to the modification, Live Nation will recognize compensation expense and interest expense associated with the Ticketmaster Entertainment note based on Mr. Azoff’s future service requirement. The disclosure in footnote (1) on page 317 has been revised in response to the Staff’s comment.

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Footnote (n)

Response:

The disclosure in footnote (o) on page 318 has been revised in response to the Staff’s comment.

Footnote (p)

Response:

The disclosure in footnote (q) on page 318 has been revised in response to the Staff’s comment and addresses how Live Nation determined the fair value of the noncontrolling interest. Live Nation updated and clarified its method for determining the fair value of the noncontrolling interest, and this did not require an adjustment for income taxes.

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Footnote (s)

Response:

The disclosure in footnote (t) on page 319 has been revised in response to the Staff’s comments.

Footnote (t)

Response:

The disclosure in footnote (u) on page 319 has been revised in response to the Staff’s comment.

Response:

In response to the Staff’s comment, the Staff is respectfully advised that Live Nation has evaluated the modification of the revolving credit facility pursuant to EITF 98-14 and has determined that the borrowing capacity of the amended credit agreement is equal to the borrowing capacity under the credit agreement prior to the amendment. As such, all unamortized deferred costs, fees paid to the creditor, and all third-party costs incurred related to the credit agreement would be associated with the amended credit agreement and deferred and amortized over the term of the amended credit agreement. In accordance with FAS 141(R), all deferred financing fees present after the modification of the revolving credit facility will be eliminated in acquisition accounting.

The Staff is further respectfully advised that Live Nation has re-evaluated the modification of the Term Loan A and Term Loan B credit agreement pursuant to EITF 96-19 at June 30, 2009, and has concluded that, due to the impact of the LIBOR floor and the decline in LIBOR in the second quarter of 2009, there is a greater than ten percent difference between the present value of the expected cash flows under the terms of the amended credit agreement and those expected under the existing credit agreement.

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As such, pursuant to EITF 96-19, the substantial modification of the amended credit agreement will be accounted for as an extinguishment of Ticketmaster Entertainment’s Term Loan A and Term Loan B. Following the completion of the Merger, the new debt instrument will be recorded at fair value and costs incurred with third parties associated with the new debt instrument will be capitalized and amortized over the term of the new instrument. Fees paid to the bank associated with the extinguishment of the old instrument will be included in determining the debt extinguishment gain or loss to be recognized. As the loss on extinguishment was as a result of the Merger, the impact of the extinguishment has been recorded to goodwill.

The determination of modification accounting versus extinguishment accounting of Ticketmaster Entertainment’s existing debt instrument is highly dependent on the LIBOR rate in effect at the time of the Merger. The final determination of the proper accounting under EITF 96-19 will be dependent on the calculation of the present value of cash flows of the new and old instruments as of the acquisition date of the Merger.

The disclosure in footnote (u) on pages 319 through 321 has been revised to reflect the treatment of the amended credit agreement as an extinguishment of the Term Loan A and Term Loan B as determined at June 30, 2009.

Response:

The Staff is respectfully advised that the fees and costs associated with amending the Ticketmaster Entertainment credit facility have not yet been finalized. As such, no pro forma adjustment was recorded to accrue for these costs. Once these fees and other costs are finalized, an adjustment will be recorded to liabilities and retained earnings.

Footnote (v)

Response:

The disclosure in footnote (w) on page 321 has been revised in response to the Staff’s comment.

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Footnote (w)

Response:

The disclosure in footnote (x) on page 321 has been revised in response to the Staff’s comment.

Audited Financial Statements of Ticketmaster Entertainment, Inc. for the year ended December 31, 2008

Consolidated Statement of Operations, page FIN-3

Response:

The consolidated statements of operations on page FIN-3 have been revised in response to the Staff’s comment.

Consolidated Statements of Cash Flows, page FIN-6

Response:

The consolidated statements of cash flows on page FIN-6 have been revised in response to the Staff’s comment.

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Note 2. Summary of Significant Accounting Policies, page FIN-8

Recent Accounting Pronouncements

Noncontrolling interests in Consolidated Financial Statements, page FIN-18

Response:

In response to the Staff’s comment, Note 2 – Summary of Significant Accounting Policies beginning on page FIN-8 has been revised to include a summary of Ticketmaster Entertainment’s accounting for redeemable noncontrolling interests.

The Staff is respectfully advised that in connection with the acquisition of certain subsidiaries, Ticketmaster Entertainment is party to fair value put and call arrangements with respect to the common securities that represent the remaining noncontrolling interests of the acquired company. These put arrangements are exercisable at fair value by the counter-party outside of the control of Ticketmaster Entertainment and are classified as temporary equity in accordance with EITF D-98. Adjustments to the carrying amount of redeemable noncontrolling interests issued in the form of a common security to reflect a fair value redemption feature do not impact Ticketmaster Entertainment’s earnings per share. Accordingly, to the extent that the fair value of these redeemable noncontrolling interests exceeds the value determined by normal noncontrolling interest accounting, the value of such interests is adjusted to fair value with a corresponding adjustment to additional paid-in capital as a result of the accumulated deficit position. Redeemable noncontrolling interests for which the put arrangements are not currently redeemable are accounted for by normal noncontrolling interest accounting, and changes in the redemption fair value are accreted over the period from the date of issuance to the earliest redemption date of the security using the interest method.

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Response:

The consolidated balance sheets on page FIN-4 and the statement of temporary equity and equity on page FIN-5 have been revised in response to the Staff’s comment.

Note 4. Goodwill and Indefinite-Lived Intangible Assets, page FIN-22

Response:

The Staff is respectfully advised that the allocation of purchase price contained in Note 3-Business Acquisitions beginning on page FIN-19 that includes the $90.9 million amount associated with goodwill relates solely to the acquisition of an additional 42.9% interest in Front Line and includes the historic basis of goodwill on the books of Front Line prior to the transaction.

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A reconciliation of the $90.9 million associated with the 42.9% step acquisition to the change in goodwill from $147.4 million to $194.9 million is as follows:

The Staff is respectfully advised that the difference between the carrying value of the investment and the underlying cost (a difference of $19.9 million) represented a premium that was paid at the time of the acquisition of the 39.43% interest in Front Line and increased the recorded goodwill when the controlling interest in Front Line was acquired and was not shown as part of the purchase price allocation associated with the acquisition of a controlling interest in Front Line described in Note 3-Business Acquisitions.

Note 11. Redeemable Preferred Stock and Equity, page FIN-36

Response:

The Staff is respectfully advised that Ticketmaster Entertainment obtained an independent valuation of $40.0 million for the fair value of the 1,750,000 shares of Series A preferred stock in October 2008 using an option-pricing model and recorded $8.8 million as temporary equity representing the vested portion of the fair value based on the requisite service period that had passed. This included service rendered to Front Line from June 2007 through October 2008. In accordance with ASR 268, Ticketmaster Entertainment adjusted APIC by $8.8 million to appropriately record the instrument

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outside of permanent equity because redemption is outside of the control of Ticketmaster Entertainment for this award. The value of the preferred stock attributed to the remaining service period of $31.2 million is being expensed ratably over the future service period from October 2008 through October 2013. The $8.8 million was recorded as temporary equity at the time the grant was awarded (October 29, 2008). Ticketmaster Entertainment recorded $1.0 million of stock-based compensation expense for the period from November 2008 through December 2008. Note 11 – Temporary Equity and Equity beginning on page FIN-37 has been revised in response to the Staff’s comment.

Note 14 – Related Party Transactions

Response:

Note 14 – Related Party Transactions beginning on page FIN-45 has been revised in response to the Staff’s comment.

Response:

In response to the Staff’s comment, the Staff is respectfully advised that prior to the spin-off from IAC, Ticketmaster Entertainment maintained an intercompany receivable from IAC for the years 2002-2008. Ticketmaster Entertainment recorded interest income on this receivable as calculated by IAC through the second quarter of 2008. During the second quarter of 2008, IAC changed the amount of intercompany interest expense charged to Ticketmaster Entertainment which resulted in an $8.3 million interest charge taken by Ticketmaster Entertainment in the second quarter of 2008.

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Response (numbers in thousands):

The Staff is respectfully advised that the amount reflected in Ticketmaster Entertainment’s consolidated statements of temporary equity and equity for the period of $474,110 represents the net amount of distributions to, and contributions from, IAC. As such, the beginning balance of $474,110 increased by $130,253 as a result of the total activity as detailed in Note 14 – Related Party Transactions to a total of $604,363, and then subsequently decreased by $604,363 as a result of the extinguishment of receivables as shown in Note 14 – Related Party Transactions, thereby reducing the balance to zero. The net activity for the period is a reduction of $474,110, which is the balance shown in the consolidated statements of temporary equity and equity. As a result, the Staff is respectfully advised that no revisions have been made to the disclosure in the Registration Statement in response to this comment.

Note 22. Quarterly Results (Unaudited)

Response:

Note 22 – Quarterly Results (Unaudited) on page FIN-55 has been revised in response to the Staff’s comment.

Annex G

Response:

In response to the Staff’s comment, the limitation on reliance referenced above has been removed from Allen & Co.’s fairness opinion, which is included as Annex G of the Registration Statement.

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Exhibit List, page II-2

Response:

In response to the Staff’s comment, Live Nation has refiled the Merger Agreement as Annex A of the joint proxy statement/prospectus which forms a part of the Registration Statement with a list of omitted schedules and has revised the disclosure on pages II-1 and II-3 to include an agreement to furnish the Staff with a copy of any omitted schedule upon request.

Exhibit 10.5 – Amendment No. 1 to Ticketmaster Entertainment Credit Agreement

Response:

The Staff is respectfully advised that Ticketmaster Entertainment’s amended credit agreement, along with all schedules and exhibits thereto, will be refiled with Ticketmaster Entertainment’s Form 10-Q for the fiscal quarter ending September 30, 2009.

Exhibit 99.6 – Consent of Goldman Sachs

Response:

In response to the Staff’s comment, Goldman Sachs’ consent has been revised and is filed as Exhibit 99.6 to the Registration Statement.

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Live Nation, Inc.’s Form 10-K for the fiscal year ended December 31, 2008

Exhibits 4.2, 4.7, 10.14 & 10.15

Response:

Live Nation acknowledges the Staff’s comment and will refile Exhibit 10.15 to the Live Nation Form 10-K along with all omitted schedules and exhibits in its next periodic Exchange Act filing. Live Nation respectfully advises the Staff that no annexes, schedules or exhibits were omitted from Exhibit 4.2. Live Nation also respectfully advises the Staff that it does not believe that the omitted schedules and exhibits of Exhibits 4.7 or 10.14 to the Live Nation Form 10-K are relevant at this time because those Exhibits have been superseded by the amended and restated credit agreement filed as Exhibit 10.15 to the Live Nation Form 10-K.

Select Items from Live Nation, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2008

Live Nation Report on Form 8-K dated May 28, 2009

Exhibit 99.1

Ratio of Earnings to Fixed Charges

Response:

In response to the Staff’s comment, Live Nation will file an amendment to the Form 8-K to include Exhibit 12.

Live Nation Financial Statements for the years ended December 31, 2008, 2007 and 2006

Note 5 – Discontinued Operations

Response:

As noted in Live Nation’s February 24, 2009 response to comment 1 of the Staff’s letter dated January 28, 2009 with respect to the Form 10-K for the year ended December 31, 2007, Live Nation sold

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the Oriental Theatre and its 50% interest in Broadway in Chicago (BIC) in 2007 as the Theatrical division was determined to not be part of the core operations of the company. These assets were originally part of a larger package of theatrical assets being offered for sale, the other portion of which was sold in 2008. The assets sold in this 2007 transaction were part of the Broadway Across America component which had significant continuing cash flows and, therefore, did not qualify for discontinued operations presentation. In addition, BIC represented an equity method investment, and equity method investments are not considered separate components (as clarified by the Financial Accounting Standards Board (“FASB”) at its November 14, 2001 board meeting). The remaining portion of this component was sold in 2008 and Live Nation has reflected this component (described as the North American theatrical business) as discontinued operations in its Form 10-K for the year ended December 31, 2008. Accordingly, the gain on the sale of the Oriental Theatre and BIC of $30.9 million is part of the results of operations of the disposed component and is reflected in the “Gain on sale of operating assets” line in the table and is not part of the gain relating to the disposal of the component. The loss on disposal of discontinued operations of $824,000 in 2007 represents direct deal costs incurred in late 2007 for the sale of the North American theatrical business which closed in January 2008.

Live Nation Financial Statements for the years ended December 31, 2008, 2007 and 2006

Note 6. Investments

Furthermore, it appears your registration statement on Form S-4 should be similarly revised to include or incorporate by reference the financial statements for your investment in Delirium Concert pursuant to Rule 3-09 of Regulation S-X.

Response:

The Staff is respectfully advised that Live Nation performed its tests under Rule 3-09 of Regulation S-X based on pre-tax earnings from continuing operations after giving effect to the retrospective adoption of FASB Statement of Financial Accounting Standards No. 160, Noncontrolling Interests in Consolidated Financial Statements – an amendment of ARB No. 51 and FASB Staff Position APB 14-1, Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement) and concluded that Delirium Concert, L.P. (“Delirium”) did not require inclusion of separate financial statements for 2006 or 2007.

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Live Nation gave consideration to Section 2015.8 of the Division of Corporation Finance Financial Reporting Manual, which states that the second computational note of Regulation S-X 1-02(w) for determining if a registrant qualifies for income averaging is not applicable if the registrant reported a loss, rather than income, in the latest fiscal year. Therefore, for both the 2006 and 2007 computations, Live Nation used the most recent fiscal year’s loss from continuing operations before income taxes, extraordinary items and cumulative effect of a change in accounting principle for this test.

Live Nation’s calculations for 2006 were as follows:

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Live Nation’s calculations for 2007 were as follows:

Other

Response:

The financial statements included in the Registration Statement have been updated and will be further updated, as necessary, at the effective date of the Registration Statement on Form S-4.

Response:

Currently dated consents are included as Exhibits 23.1 and 23.2 to the Registration Statement.

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Live Nation acknowledges that:

Should you have any questions regarding the foregoing, please do not hesitate to contact me at (213) 891-8680.

Chris Riley, Esq. (Ticketmaster Entertainment, Inc.)

Pamela S. Seymon, Esq. (Wachtell, Lipton, Rosen & Katz)

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