January 5, 2010
Via EDGAR and U.S. Mail
Mr. Stephen Krikorian
Accounting Branch Chief
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
| Re: | Cinedigm Digital Cinema Corp. Form 10-K for Fiscal Year ended March 31, 2010 Filed June 14, 2010 | ||
| File No. 001-31810 |
Dear Mr. Krikorian:
In connection with a response being submitted contemporaneously herewith on behalf of Cinedigm Digital Cinema Corp. (“Cinedigm” or the “Company”) by Kelley Drye & Warren LLP setting forth the Company’s responses to your letter of comment dated December 15, 2010 to Mr. Adam M. Mizel, Interim Co-Chief Executive Officer and Chief Financial Officer of the Company, please find below the representations you have requested on pages 1 and 2.
We acknowledge 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. |
| Sincerely, | |
| /s/ Brian D. Pflug | |
Brian D. Pflug Senior Vice President – Accounting and Finance | |
55 Madison Avenue, Suite 200, Morristown, NJ 07960
973.290.0080 cinedigm.com