Mail Stop 3-5
      April 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:  	Warner Music Group Corp.
      Form S-1 filed April7, 2005
      File No. 333-123249

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.

Competitive Strengths, page 2

1. Please revise this section to explain why your competitive
strengths have led to losses in each of the last five audited
periods
and the pro forma twelve months ended September 30, 2004.

Strong Equity Sponsorship, page 3

2. Please omit the phrase "with established track records of
successful investments" unless you intend that the entities you
name
will be guaranteeing the success of investments in this security.
The Concurrent Transactions, page 5

3. We remind you that excessive use of defined terms tends to
defeat
the object of producing a clear, easily understandable text.
Please
revise this section to eliminate the defined terms, including
Remaining Preference Amount which you say is defined below but
which
appears not to be.

4. Also revise to include a table showing the various amounts
taken
out of the company prior to the offering and to whom they will go
to
clarify the disclosure in the summary about these transactions.

Exhibit 5.1

5. Please file a legality opinion in the next amendment.  It
should
have the blanks filled in and omit the first assumption of the
form
of opinion you filed as an exhibit in this 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 other questions to Hanna Teshome at
(202)
942-2975, or in her absence to me at (202) 942-1850.

							Sincerely,


							Max A. Webb
							Assistant Director




cc:  	via facsimile (212) 455-2502
      Edward P. Tolley, III Esq.
      Simpson Thacher & Bartlett LLP
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Warner Music Group
March 28, 2005
Page 1