Mail Stop 3-5
      February 4, 2005


Via U.S. Mail
David H. Johnson
Executive Vice President and
General Counsel
Warner Music Group
75 Rockefeller Plaza
New York, New York 10019

Re:  	WMG Acquisition Corp.
      Form S-4
      Amend. No. 1 filed 1/21/2005
      Amend. No. 2 filed 1/24/2005
      File No. 333-121322

Dear Mr. Johnson:

      We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise 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 detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.
      The purpose of our review 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 and welcome any questions you may have
about our comments or on any other aspect of our review.  Feel
free
to call us at the telephone numbers listed at the end of this
letter.

Legal Matters, page 210

1. Please revise to also reference the related guarantees and the
law
firm(s) that will pass upon the validity of those guarantees.


Exhibit 5.2

2. Revise the opinion to include an express consent for reliance
by
Simpson Thacher & Bartlett LLP.

Exhibit 5.3

3. Revise your references to "Covered Guarantor" and "Guarantors"
and
Schedule I in this opinion, for consistency with your references
in
Exhibit 5.1.

4. Please advise us why it appears that this opinion has not been
signed by the law firm.

Exhibit 5.4

5. Refer to the second sentence in third paragraph of this
opinion.
Delete the portion being with "that the Trustee has required..."
and
"that the Guarantee would be governed by Wyoming law" as it is an
inappropriate assumption.

6. Refer to the penultimate paragraph.  Delete each of your
references regarding the date of this opinion/letter or otherwise
provide an opinion dated as of the date of effectiveness.

7. It appears that the last clause of the last sentence in the
penultimate paragraph of this opinion is an inappropriate
disclaimer
to the opinion.  Please revise or advise.

8. Please revise the first sentence in the last paragraph (a) to
delete the limitation on reliance by other persons or entities or
in
connection with any other transactions and (b) to include an
express
consent for reliance by Simpson Thacher & Bartlett LLP.

Exhibit 5.5

9. Revise the opinion paragraph to expressly opine that the
Guarantee
is a legal and binding obligation.

10. Delete the first sentence in the last paragraph as it contains
improper limitations on reliance.  Include, however, an express
consent for reliance by Simpson Thacher & Bartlett LLP.

11. Delete the second sentence in the last paragraph or otherwise
provide an opinion dated as of the date of effectiveness.



Closing

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      Direct any questions on the financial statements and related
disclosure Theresa Messinese at (202) 942-1785, or Michael Fay at
(202) 942-1907.  Direct any questions relating to tender offer
issues
to Celeste Murphy at (202) 942-2903.  Direct any other questions
to
Hanna Teshome at (202) 942-2975, or in her absence to me at (202)
942-2936.

							Regards,


							Sara W. Dunton
							Branch Chief




cc:  	via facsimile (212) 455-2502
      Edward P. Tolley, III Esq.
      Simpson Thacher & Bartlett LLP

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WMG Acquisition Corp.
February 4, 2005
Page 1