FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  AZOFF IRVING
2. Date of Event Requiring Statement (Month/Day/Year)
01/25/2010
3. Issuer Name and Ticker or Trading Symbol
Live Nation Entertainment, Inc. [LYV]
(Last)
(First)
(Middle)
C/O LIVE NATION ENTERTAINMENT, INC., 9348 CIVIC CENTER DRIVE
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Exec Chairman
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

BEVERLY HILLS, CA 90210
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 1,474,372 (1)
I
By Irving Azoff and Rochelle Azoff, as Co-Trustees of the Azoff Family Trust of 1997

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Unit   (2)   (2) Common Stock, par value $0.01 294,875 $ 0 (2) D  
Restricted Stock Unit   (3)   (3) Common Stock, par value $0.01 372,854 $ 0 (3) D  
Restricted Stock Unit   (4)   (4) Common Stock, par value $0.01 213,060 $ 0 (4) D  
Stock Option (buy)   (5) 10/29/2018 Common Stock, par value $0.01 2,948,745 (5) $ 13.57 (5) D  
Stock Option (buy)   (6) 05/06/2019 Common Stock, par value $0.01 2,130,598 (6) $ 5.12 (6) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
AZOFF IRVING
C/O LIVE NATION ENTERTAINMENT, INC.
9348 CIVIC CENTER DRIVE
BEVERLY HILLS, CA 90210
  X     Exec Chairman  

Signatures

Michael Rowles, Attorney-in-Fact for Irving Azoff 02/04/2010
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) In connection with the merger (the "Merger") of Ticketmaster Entertainment, Inc. ("Ticketmaster") with and into a wholly-owned subsidiary of the Issuer on January 25, 2010, each of the 1,000,000 shares of common stock, par value $0.01, of Ticketmaster ("Ticketmaster Common Stock") previously held by the Reporting Person was cancelled and converted into the right to receive 1.4743728 shares of common stock, par value $0.01 per share, of the Issuer ("Issuer Common Stock"). On January 25, 2010, the closing price of Issuer Common Stock as reported on the New York Stock Exchange was $10.51 per share, and the closing price of Ticketmaster Common Stock as reported on the NASDAQ Global Select Market was $15.40 per share.
(2) Received in connection with the Merger on January 25, 2010 in exchange for 200,000 Ticketmaster restricted stock units previously held by the Reporting Person. The Issuer restricted stock units vest in four equal annual installments with the first vesting on June 9, 2010, subject to satisfaction of performance goals.
(3) Received in connection with the Merger on January 25, 2010 in exchange for 252,890 Ticketmaster restricted stock units previously held by the Reporting Person. The Issuer restricted stock units vest in equal tranches of 25% upon the later of (a) the first, second, third and fourth anniversaries of January 25, 2010, the closing date of the Merger and (b) the date that the average closing trading price for Live Nation Entertainment, Inc. common stock over any consecutive 12-month period following the Merger exceeds $21.30.
(4) Received in connection with the Merger on January 25, 2010 in exchange for 144,509 Ticketmaster restricted stock units previously held by the Reporting Person. The Issuer restricted stock units vest on the first, second, third and fourth anniversaries of January 25, 2010, the closing date of the merger, subject to satisfaction of performance goals.
(5) Received in connection with the Merger on January 25, 2010 in exchange for an option to acquire 2,000,000 shares of Ticketmaster Common Stock at an exercise price of $20.00 per share previously held by the Reporting Person. This option to acquire Issuer Common Stock was 25% vested on January 25, 2010 and the remainder vests in three equal annual installments with the first vesting on October 29, 2010.
(6) Received in connection with the Merger on January 25, 2010 in exchange for an option to acquire 1,445,088 shares of Ticketmaster Common Stock at an exercise price of $7.55 per share previously held by the Reporting Person. This option to acquire Issuer Common Stock was 25% vested on January 25, 2010 and the remainder vests in three equal annual installments with the first vesting on October 29, 2010.

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