SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 8)*

Lions Gate Entertainment Corp.

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

535919203

(CUSIP Number)

Keith Schaitkin, Esq.

Icahn Capital LP

767 Fifth Avenue, 47th Floor

New York, New York 10153

(212) 702-4388

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

March 20, 2009

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

Item 1. Security and Issuer

The Schedule 13D filed with the Securities and Exchange Commission on October 20, 2008 (the “Initial 13D”) by the Reporting Persons with respect to the shares of Common Stock, no par value (the “Shares”), issued by Lions Gate Entertainment Corp. (the “Issuer”), is hereby amended to furnish the additional information set forth herein. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Initial 13D.

Item 4. Purpose of Transaction

Item 4 of the Initial 13D is hereby amended to add the following:

On March 20, 2009, the Reporting Persons commenced the previously announced tender offer for the Issuer’s convertible senior subordinated notes. The terms and conditions of the tender offer are set forth in an Offer to Purchase, a copy of which is filed herewith as an exhibit and incorporated herein by reference.

Item 6.    Contracts, Arrangements, Understandings or Relationship with Respect to Securities of the Issuer

Item 6 of the Initial 13D is hereby amended by adding the following:

The information set forth in Item 4 above is incorporated herein by reference.

Item 7. Exhibits

1. Offer to Purchase dated March 20, 2009

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SIGNATURE

After reasonable inquiry and to the best of each of the undersigned knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: March 20, 2009
HIGH RIVER LIMITED PARTNERSHIP
	By: Hopper Investments LLC, general partner
	By: Barberry Corp., sole member
	By:	/s/ Edward Mattner
	Name: Edward Mattner
	Title: Authorized Signatory
HOPPER INVESTMENTS LLC
	By: Barberry Corp., sole member
	By:	/s/ Edward Mattner
	Name: Edward Mattner
	Title: Authorized Signatory
BARBERRY CORP.
	By:	/s/ Edward Mattner
	Name: Edward Mattner
	Title: Authorized Signatory
ICAHN PARTNERS MASTER FUND LP
	By:	/s/ Edward E. Mattner
	Name: Edward E. Mattner
	Title: Authorized Signatory
ICAHN PARTNERS MASTER FUND II LP
	By:	/s/ Edward E. Mattner
	Name: Edward E. Mattner
	Title: Authorized Signatory
ICAHN PARTNERS MASTER FUND III LP
	By:	/s/ Edward E. Mattner
	Name: Edward E. Mattner
	Title: Authorized Signatory
ICAHN OFFSHORE LP
	By:	/s/ Edward E. Mattner
	Name: Edward E. Mattner
	Title: Authorized Signatory

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	ICAHN PARTNERS LP
		By:	/s/ Edward E. Mattner
		Name: Edward E. Mattner
		Title: Authorized Signatory
	ICAHN ONSHORE LP
		By:	/s/ Edward E. Mattner
		Name: Edward E. Mattner
		Title: Authorized Signatory
	ICAHN CAPITAL LP
		By:	/s/ Edward E. Mattner
		Name: Edward E. Mattner
		Title: Authorized Signatory
	IPH GP LLC
		By:	/s/ Edward E. Mattner
		Name: Edward E. Mattner
		Title: Authorized Signatory
ICAHN ENTERPRISES HOLDINGS L.P.
		By: Icahn Enterprises G.P. Inc., its general partner
		By:	/s/ Dominick Ragone
		Name: Dominick Ragone
		Title: Chief Financial Officer
ICAHN ENTERPRISES G.P. INC.
By:		/s/ Dominick Ragone
		Name: Dominick Ragone
		Title: Chief Financial Officer
BECKTON CORP.
By:		/s/ Edward E. Mattner
		Name: Edward E. Mattner
		Title: Authorized Signatory
/s/ Carl C. Icahn
CARL C. ICAHN

[Signature Page of Amendment No. 8 to Schedule 13D – Lions Gate Entertainment Corp.]

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