Mail Stop 3-5
      January 14, 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 Acquisiton Corp.
      Form S-4 filed December 16, 2004
      File No. 333-121322

Dear Mr. Johnson:

      We have reviewed your filing 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.

Market and Industry Data and Forecasts, page i

1. We do not understand how your "internal surveys" have not been
"independently verified."  Please advise and revise to clarify.

Prospectus Summary, page1
Our Company, page 1

2. The summary should provide a brief overview of the key aspects
of
the offering, not simply repeat the text of the Business section.
Refer to the instructions to Item 503(a) of Regulation S-K and
revise
as appropriate.
3. Please provide brief disclosure about the background of the
company, including when and how it was formed.

4. Where you disclose the revenues for the company and each of the
recorded music and music publishing businesses, please also
disclose
the net income or loss for those same periods, so as to present a
more balanced picture of the financial health of the company.

5. Supplementally provide support for your assertions, here and
throughout the document, that you have "one of the world`s largest
and most varied recorded music catalogs" and that your library
includes "well-known titles."

Competitive Strengths, page 2

6. Please revise to clarify what you mean by the title sentence of
the first competitive strength.

7. Please provide a more detailed discussion of your "creative
approach", your "strong relationships with your artists" and your
"marketing capabilities" in the appropriate section of the
prospectus, perhaps on page 92 where you again discuss these
concepts.

Recent Developments, page 5

8. We note your reference to improved operating results, excess
liquidity and the implementation of the Restructuring Plan.
Please
quantify the improvements and excess liquidity and briefly discuss
the Restructuring Plan in more detail, and/or provide a cross-
reference to where this more detailed information can be found in
the
prospectus.

Summary of the Terms of the Exchange Offers, page 6

9. Please disclose the identity of the initial purchasers in the
summary section.

Listing, page 12

10. Please tell us where you expect that the exchange dollar notes
will trade, if at all.

Risk Factors, page 18

11. Please delete the second and the third sentences of the
introductory paragraph.  All material risks should be described.
If
risks are not deemed material, please do not reference them.




Our outside auditors have identified weaknesses in our internal
controls..., page 19

12. To give investors a better understanding of the risk, please
revise to briefly explain what Section 404 is, and the timing or
your
expected non-compliance, as well as spelling out the identity of
the
PCAOB.

Our ability to operate effectively could be impaired, page 25

13. Please revise to explain or give examples of what you mean by
"other key operating personnel" and also discuss whether you have
employment agreements with any of the executive officers.

Unfavorable currency exchange rate fluctuations..., page 26

14. To the extent feasible, please quantify your statement that
you
have "substantial" assets, liabilities, revenues and costs
denominated in foreign currencies, and quantify the frequency with
which you may incur expenses not denominated in the same currency
as
the related revenues, to give investors a better appreciation of
the
risk.

We may be materially and adversely affected by the separation of
our
business..., page 28

15. Please disclose when the various contractual arrangements with
Time Warner for transitional services and shared arrangements
expire.

The Transactions, page 38
Ownership and Corporate Structure, page 42

16. Please identify the registrant, WMG Acquisition Corp., in the
organizational chart.

Management`s Discussion and Analysis, page 54
Results of Operations, page 59

17. Revise throughout this section to provide a meaningful
description of the business conditions or events that materially
affect you from one period to the next.  For example, it is not
informative to state that an increase in revenues is attributable
to
an "increase in revenues from digital sales of recorded music
product" or "higher mechanical, performance and synchronization
royalties."  You should instead describe the business events or
conditions that enabled you to realize such increases, and you
should
quantify the extent to which the increase was attributable to
changes
in volume sold or prices charged.

18. In addition, to the extent that any changes in a line item are
attributable to more than one cause, you should quantify the
contribution of each.  For example, you should specifically state
which part of the decrease in cost of revenues is attributable to
lower manufacturing costs under the new Cinram agreements, lower
royalty-related costs and costs savings associated with your
restructuring plan.

Covenant Compliance, page 77
19. Please explain why it is appropriate to provide an adjustment
for
the $143 million cost savings.  In addition, explain why you have
not
made a similar adjustment in the pro forma financial statements.

Market Risk Management, page 80
Foreign Currency Risk, page 80

20. Please provide a sensitivity analysis disclosure that
expresses
the potential loss resulting from hypothetical changes in foreign
currency exchange rates.  Refer to Item 305(a)(1) of Regulation S-
K.

Business, page 92
Competition, page 104

21. Revise your disclosure to address the principal methods of
competition in each of your business segments and identify the
positive and negative factors pertaining to your competitive
position, to the extent that they exist.  Refer to Item
101(c)(1)(x)
of Regulation S-K.

Management, page 107

22. We note from the risk factors section on page 25 that you have
"other key operating personnel" that you depend upon.  To the
extent
applicable, please provide the information required by Item 401(c)
of
Regulation S-K with respect to these other significant employees.

Security Ownership of Certain Beneficial Owners and Management,
page
116

23. Please tell us what consideration you gave to including Time
Warner as a beneficial owner by virtue of its ownership of
warrants
to acquire 19.9% of your common stock.  Refer to Item 403(a) of
Regulation S-K and Rule 13d-3 of the Securities Exchange Act, and
revise if necessary.

The Exchange Offers, page 126
Expiration Date; Extensions, Amendments, page 129

24. Please confirm supplementally that the offer will be open for
at
least 20 full business days to ensure compliance with Rule 14e-
1(a).
Further, please confirm that the expiration date will be included
in
the final prospectus disseminated to security holders and filed
pursuant to the applicable provisions of Rule 424.

25. You reserve the right "to delay accepting for exchange any
outstanding notes."  Clarify in what circumstances you will delay
acceptance and confirm that any such delay will be consistent with
Rule 14e-1(c).  For example, if are you referring to the right to
delay acceptance only due to an extension of the exchange offer,
so
state.

26. We note your reservation of the right to amend the terms of
the
offer.  Please revise to indicate that, in the event of a material
change in the offer, including the waiver of a material condition,
you will extend the offer period if necessary so that at least
five
business days remain in the offer following notice of the material
change.

Conditions to the Exchange Offers, page 129

27. We note that you will notify holders of any extensions,
amendment, non-acceptance or termination by "oral or written
notice."
Please revise to confirm that you will notify holders by press
release or other public announcement as required by Rule 14e-1(d).

28. Revise your disclosure in the first paragraph on page 130 to
clarify that you will return the tendered notes not accepted for
exchange "promptly," not "as promptly as practicable," following
the
expiration or termination of the exchange offers.  Refer to Rule
14e-
1(c).  Please make corresponding changes throughout your filing.
29. In our view, you may condition a tender offer on any number of
conditions, as long as they are described with reasonable
specificity, capable of some measure of objective verification,
and
outside of your control.  In the last paragraph in this section,
the
phrase "regardless of the circumstances giving rise to them"
implies
that you may assert an offer condition even when the condition is
"triggered" by your own action or inaction.  Please revise in
accordance with our position.

Consolidated and Combined Statements of Operations, p. F-5
30. We note the CD and DVD manufacturing, packaging, and physical
distribution operations were sold to Cinram in October 2003.  As
the
disposal of these operations resulted in a significant reduction
to
your fixed cost base, the trend in your costs changed
significantly
from 2003 to 2004.  Please tell us what consideration was given to
treating the disposal of these operations as discontinued
operations
in your statement of operations for the period ended November 30,
2003.  If you believe that entering into an outsourcing agreement
with this entity precludes you from presenting these operations as
discontinued operations, explain your involvement in Cinram
subsequent to October 2003.  See paragraph 42 of SFAS No. 144.
31. We note on page 100 you entered into a definitive agreement to
sell Warner Bros. Publications to Alfred Publishing on December
15,
2004.  Tell us whether you plan to present this business as a
discontinued operation and the basis for your conclusion.



Royalty Advances and Royalty Costs, p. F-15
32. As discussed on page 19, your domestic operations currently
use
different royalty systems, which have created certain complexities
in
reconciling royalty expense and payables.  As your resources are
currently limited in regards to additional staff necessary to cope
with the current requirements of the royalty processing unit, and
a
new system has not been developed, tell us what steps have been
taken
to ensure that the amount and timing of the royalty advances and
costs recognized are appropriate.  Highlight any errors that have
been identified as a result of these complexities, and if so, how
these amounts have been treated.  Also, we note on page 23 that
the
timing of advance payments impacts your operating cash flows, and
cash flows in any reporting period may be materially affected by
the
timing of releases and advance payments.  Tell us whether this
reconciling process has materially impacted the reporting of the
timing of release and payments.

Note 4, New Accounting Pronouncements, p. F-19
33. Please provide all of the disclosures required by paragraphs
23
through 26 of FIN46R.

Note 5, The Acquisition, p. F-20
34. We note that the purchase price of the acquisition included
non-
cash consideration consisting of a warrant giving Time Warner the
right to purchase up to 19.9% of the common stock of your parent
company.  Please disclose the accounting treatment and value of
these
warrants.

Management Advisory Agreement, page F-48
35. Explain why your accounting for the $75 million fee is
appropriate.  The basis for your accounting is unclear since it
appears that the agreement was entered after the consummation of
the
acquisition.

Note 22:  Segment Information, page F-54
36. Explain why you consider OIBDA to be a non-GAAP measure and
explain how your statement is consistent with the guidance in
answer
18 of the Frequently Asked Questions Regarding the Use of Non-GAAP
Financial Measures, prepared by the staff members of the U.S.
Securities and Exchange Commission.   It states that non-GAAP
financial measures do not include segment information presented in
conformity with FASB Statement 131.

Schedule II - Valuation and Qualifying Accounts, page F-76
37. Discuss in MD&A the reason for the decreases in your accounts
receivable allowances during 2004 and the impact these decreases
had
on your financial statements.

Exhibit 5.1

38. There appears to be a typographical error in the last sentence
in
the first paragraph, in that it should read "7 3/8 %" rather than
"7
1/8%."

39. Please delete the fourth paragraph of the opinion as it
appears
to assume matters to which you should be opining.  Similarly,
please
revise subparagraph (2) to the fifth paragraph and expressly opine
as
to the validity and legality of the guarantees.

40. We note that your guarantor subsidiaries include entities
organized in Tennessee, California, Wyoming and New Jersey.
Revise
your opinion to opine as to those states` laws or otherwise
provide
separate local opinions to address the validity of the guarantees
under the laws of those states.

******

      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 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 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.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging 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.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      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