SC 13G/A

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 4)*

LIONS GATE ENTERTAINMENT CORP.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

535919203

(CUSIP Number)

September 12, 2008

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

     o Rule 13d-1(b)

     þ Rule 13d-1(c)

     o Rule 13d-1(d)

* 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 the disclosures provided in a prior cover page.

The information required in 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).

CUSIP No. 535919203 

1	NAMES OF REPORTING PERSONS: MHR INSTITUTIONAL PARTNERS IIA LP
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a)   o
	(b)   þ
3	SEC USE ONLY:
4	CITIZENSHIP OR PLACE OF ORGANIZATION:
	Delaware
		5	SOLE VOTING POWER:
NUMBER OF			5,925,953
SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			-0-
EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			5,925,953
WITH:		8	SHARED DISPOSITIVE POWER:
			-0-
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	5,925,953
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
	5.0%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
	PN

CUSIP No. 535919203 

1	NAMES OF REPORTING PERSONS: MHR INSTITUTIONAL ADVISORS II LLC
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a)   o
	(b)   þ
3	SEC USE ONLY:
4	CITIZENSHIP OR PLACE OF ORGANIZATION:
	Delaware
		5	SOLE VOTING POWER:
NUMBER OF			8,278,176
SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			-0-
EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			8,278,176
WITH:		8	SHARED DISPOSITIVE POWER:
			-0-
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	8,278,176
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
	7.1%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
	OO

CUSIP No. 535919203 

1	NAMES OF REPORTING PERSONS: MHR INSTITUTIONAL PARTNERS III LP
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a)   o
	(b)   þ
3	SEC USE ONLY:
4	CITIZENSHIP OR PLACE OF ORGANIZATION:
	Delaware
		5	SOLE VOTING POWER:
NUMBER OF			6,523,380
SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			-0-
EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			6,523,380
WITH:		8	SHARED DISPOSITIVE POWER:
			-0-
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	6,523,380
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
	5.6%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
	PN

CUSIP No. 535919203 

1	NAMES OF REPORTING PERSONS: MHR INSTITUTIONAL ADVISORS III LLC
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a)   o
	(b)   þ
3	SEC USE ONLY:
4	CITIZENSHIP OR PLACE OF ORGANIZATION:
	Delaware
		5	SOLE VOTING POWER:
NUMBER OF			6,523,380
SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			-0-
EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			6,523,380
WITH:		8	SHARED DISPOSITIVE POWER:
			-0-
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	6,523,380
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
	5.6%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
	OO

CUSIP No. 535919203 

1	NAMES OF REPORTING PERSONS: MHR FUND MANAGEMENT LLC
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a)   o
	(b)   þ
3	SEC USE ONLY:
4	CITIZENSHIP OR PLACE OF ORGANIZATION:
	Delaware
		5	SOLE VOTING POWER:
NUMBER OF			17,363,349
SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			-0-
EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			17,363,349
WITH:		8	SHARED DISPOSITIVE POWER:
			-0-
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	17,363,349
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
	14.8%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
	OO

CUSIP No. 535919203 

1	NAMES OF REPORTING PERSONS: MARK H. RACHESKY, M.D.
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a)   o
	(b)   þ
3	SEC USE ONLY:
4	CITIZENSHIP OR PLACE OF ORGANIZATION:
	United States
		5	SOLE VOTING POWER:
NUMBER OF			17,363,349
SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			-0-
EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			17,363,349
WITH:		8	SHARED DISPOSITIVE POWER:
			-0-
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	17,363,349
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
	14.8%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
	IN; HC

TABLE OF CONTENTS

	Item 1(a). Name of Issuer:
	Item 1(b). Address of Issuer’s Principal Executive Offices:
	Item 2(a). Name of Person Filing:
	Item 2(c). Citizenship:
	Item 2(d). Title of Class of Securities:
	Item 2(e). CUSIP Number:
	Item 3. If this Statement is Filed Pursuant to Rule 13d-1(b), or Rule 13d-2(b) or (c), Check Whether the Person Filing is a:
	Item 4. Ownership.
	Item 4(a) Amount Beneficially Owned:
	Item 4(b) Percentage of Class:
	Item 4(c) Number of shares as to which such person has:
	Item 5. Ownership of Five Percent or Less of a Class:
	Item 6. Ownership of More than Five Percent on Behalf of Another Person:
	Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company:
	Item 8. Identification and Classification of Members of the Group:
	Item 9. Notice of Dissolution of Group:
	Item 10. Certifications:
SIGNATURE
EX-99.A: JOINT FILING AGREEMENT

          This Statement on Schedule 13G (this “Statement”) amends and supplements, as Amendment No. 4, the statement on Schedule 13G filed on August 19, 2005 (the “Initial 13G”), which was amended and supplemented on January 26, 2006 by Amendment No. 1 to the Initial 13G (“Amendment No. 1”), on June 22, 2007 by Amendment No. 2 to the Initial 13G (“Amendment No. 2”) and on February 14, 2008 by Amendment No. 3 to the Initial 13G ((“Amendment No. 3”), and, together with the Initial 13G, Amendment No. 1 and Amendment No. 2, the “Schedule 13G”) and relates to shares of common stock, no par value per share (the “Common Stock”), of Lions Gate Entertainment Corp. (the “Issuer”). This Statement is being filed by the Reporting Persons (as defined below) to add certain additional Reporting Persons and to report an increase in the number of shares of Common Stock which the Reporting Persons may be deemed to beneficially own.

Item 1(a). Name of Issuer:

Lions Gate Entertainment Corp.

Item 1(b). Address of Issuer’s Principal Executive Offices:

1055 West Hastings Street, Suite 2200
Vancouver, British Columbia V6E 2E9
and
2700 Colorado Avenue, Suite 200
Santa Monica, California 90404

Item 2(a). Name of Person Filing:

          This statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):

1.	MHR Institutional Partners IIA LP (“Institutional Partners IIA”);
2.	MHR Institutional Advisors II LLC (“Institutional Advisors II”);
3.	MHR Institutional Partners III LP (“Institutional Partners III”);
4.	MHR Institutional Advisors III LLC (“Institutional Advisors III”);
5.	MHR Fund Management LLC (“Fund Management”); and
6.	Mark H. Rachesky, M.D. (“Dr. Rachesky”).

     This Statement relates to securities held for the accounts of each of MHR Capital Partners Master Account LP, a limited partnership organized in Anguilla, British West Indies (“Master Account”), MHR Capital Partners (100) LP (“Capital Partners (100)”), MHR Institutional Partners II LP (“Institutional Partners II”), Institutional Partners IIA and Institutional Partners III, each (other than Master Account) a Delaware limited partnership. MHR Advisors LLC (“Advisors”) is the general partner of each of Master Account and Capital Partners (100), and, in such capacity, may be deemed to beneficially own the shares of Common Stock held for the accounts of each of Master Account and Capital Partners (100). Institutional Advisors II is the general partner of each of Institutional Partners II and Institutional Partners IIA, and, in such capacity, may be deemed to beneficially own the shares of Common Stock held for the accounts of each of Institutional Partners II and Institutional Partners IIA. Institutional Advisors III is the general partner of Institutional Partners III, and, in such capacity, may be deemed to beneficially own the shares of Common Stock held for the account of Institutional Partners III. Fund Management is a Delaware limited liability company that is an affiliate of and has an investment management agreement with Master Account, Capital Partners (100), Institutional Partners II, Institutional Partners IIA and Institutional Partners III, and other affiliated entities, pursuant to which it has the power to vote or direct the vote and to dispose or to direct the disposition of the shares of Common Stock reported herein and, accordingly, Fund Management may be deemed to beneficially own the shares of Common Stock reported herein which are held

for the account of each of Master Account, Capital Partners (100), Institutional Partners II, Institutional Partners IIA and Institutional Partners III. Dr. Rachesky is the managing member of Advisors, Institutional Advisors II, Institutional Advisors III and Fund Management, and, in such capacity, may be deemed to beneficially own the shares of Common Stock held for the accounts of each of Master Account, Capital Partners (100), Institutional Partners II, Institutional Partners IIA and Institutional Partners III.
Item 2(b). Address of Principal Business Office, or if none, Residence:

          The address of the principal business office of each of the Reporting Persons is 40 West 57th Street, 24th Floor, New York, New York, 10019.

Item 2(c). Citizenship:

1.	Institutional Partners IIA is a Delaware limited partnership.
2.	Institutional Advisors II is a Delaware limited liability company.
3.	Institutional Partners III is a Delaware limited partnership.
4.	Institutional Advisors III is a Delaware limited liability company.
5.	Fund Management is a Delaware limited liability company.
6.	Dr. Rachesky is a United States citizen.

Item 2(d). Title of Class of Securities:

          No par value common stock of the Issuer

Item 2(e). CUSIP Number:

          535919203

Item 3. If this Statement is Filed Pursuant to Rule 13d-1(b), or Rule 13d-2(b) or (c), Check Whether the Person Filing is a:

(a)	o Broker or dealer registered under section 15 of the Exchange Act.
(b)	o Bank as defined in section 3(a)(6) of the Exchange Act.
(c)	o Insurance company as defined in section 3(a)(19) of the Exchange Act.
(d)	o Investment company registered under section 8 of the Investment Company Act.
(e)	o An investment adviser in accordance with Rule 13d- 1(b)(1)(ii)(E); (1)
(f)	o An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
(g)	o A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

(h)	o A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act;
(i)	o A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act;
(j)	o Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

Item 4. Ownership.

Item 4(a) Amount Beneficially Owned:

          As of the date hereof:

1.	Master Account may be deemed to be the beneficial owner of 2,260,257 shares of Common Stock held for its own account.
2.	Capital Partners (100) may be deemed to be the beneficial owner of 301,536 shares of Common Stock held for its own account.
3.	Advisors may be deemed to be the beneficial owner of 2,561,793 shares of Common Stock. This number consists of (A) 2,260,257 shares of Common Stock held for the account of Master Account and (B) 301,536 shares of Common Stock held for the account of Capital Partners (100).
4.	Institutional Partners II may be deemed to be the beneficial owner of 2,352,223 shares of Common Stock held for its own account.
5.	Institutional Partners IIA may be deemed to be the beneficial owner of 5,925,953 shares of Common Stock held for its own account.
6.	Institutional Advisors II may be deemed to be the beneficial owner of 8,278,176 shares of Common Stock. This number consists of (A) 2,352,223 shares of Common Stock held for the account of Institutional Partners II and (B) 5,925,953 shares of Common Stock held for the account of Institutional Partners IIA.
7.	Institutional Partners III may be deemed to be the beneficial owner of 6,523,380 shares of Common Stock held for its own account.
8.	Institutional Advisors III may be deemed to be the beneficial owner of 6,523,380 shares of Common Stock. This number consists of 6,523,380 shares of Common Stock held for the account of Institutional Partners III.
9.	Fund Management may be deemed to be the beneficial owner of 17,363,349 shares of Common Stock. This number consists of all of the shares of Common Stock otherwise described in this Item 4(a) by virtue of Fund Management’s investment management agreement with Master

	Account, Capital Partners (100), Institutional Partners II, Institutional Partners IIA and Institutional Partners III.
10.	Dr. Rachesky may be deemed to be the beneficial owner of 17,363,349 shares of Common Stock. This number consists of all of the shares of Common Stock otherwise described in this Item 4(a) by virtue of Dr. Rachesky’s position as the managing member of each of Fund Management, Advisors, Institutional Advisors II and Institutional Advisors III.

Item 4(b) Percentage of Class:

          The percentages used herein are calculated based upon the information contained in the Issuer’s Form 10-Q for the quarterly period ended June 30, 2008, which disclosed that there were 117,374,945 shares of Common Stock outstanding as of August 1, 2008.

1.	Master Account may be deemed to be the beneficial owner of approximately 1.9% of the total number of shares of Common Stock outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
2.	Capital Partners (100) may be deemed to be the beneficial owner of approximately 0.3% of the total number of shares of Common Stock outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Exchange Act.
3.	Advisors may be deemed to be the beneficial owner of approximately 2.2% of the total number of shares of Common Stock outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Exchange Act.
4.	Institutional Partners II may be deemed to be the beneficial owner of approximately 2.0% of the total number of shares of Common Stock outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Exchange Act.
5.	Institutional Partners IIA may be deemed to be the beneficial owner of approximately 5.0% of the total number of shares of Common Stock outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Exchange Act.
6.	Institutional Advisors II may be deemed to be the beneficial owner of approximately 7.1% of the total number of shares of Common Stock outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Exchange Act.
7.	Institutional Partners III may be deemed to be the beneficial owner of approximately 5.6% of the total number of shares of Common Stock outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Exchange Act.

8.	Institutional Advisors III may be deemed to be the beneficial owner of approximately 5.6% of the total number of shares of Common Stock outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Exchange Act.
9.	Fund Management may be deemed to be the beneficial owner of approximately 14.8% of the total number of shares of Common Stock outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Exchange Act.
10.	Dr. Rachesky may be deemed to be the beneficial owner of approximately 14.8% of the total number of shares of Common Stock outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Exchange Act.

Item 4(c) Number of shares as to which such person has:

1. Master Account

(i)	Sole power to vote or to direct the vote: 2,260,257
(ii)	Shared power to vote or to direct the vote: 0
(iii)	Sole power to dispose or to direct the disposition of: 2,260,257
(iv)	Shared power to dispose or to direct the disposition of: 0

2. Capital Partners (100)

(i)	Sole power to vote or to direct the vote: 301,536
(ii)	Shared power to vote or to direct the vote: 0
(iii)	Sole power to dispose or to direct the disposition of: 301,536
(iv)	Shared power to dispose or to direct the disposition of: 0

3. Advisors

(i)	Sole power to vote or to direct the vote: 2,561,793
(ii)	Shared power to vote or to direct the vote: 0
(iii)	Sole power to dispose or to direct the disposition of: 2,561,793
(iv)	Shared power to dispose or to direct the disposition of: 0

4. Institutional Partners II

(i)	Sole power to vote or to direct the vote: 2,352,223
(ii)	Shared power to vote or to direct the vote: 0
(iii)	Sole power to dispose or to direct the disposition of: 2,352,223
(iv)	Shared power to dispose or to direct the disposition of: 0

5. Institutional Partners IIA

(i)	Sole power to vote or to direct the vote: 5,925,953
(ii)	Shared power to vote or to direct the vote: 0

(iii)	Sole power to dispose or to direct the disposition of: 5,925,953
(iv)	Shared power to dispose or to direct the disposition of: 0

6. Institutional Advisors II

(i)	Sole power to vote or to direct the vote: 8,278,176
(ii)	Shared power to vote or to direct the vote: 0
(iii)	Sole power to dispose or to direct the disposition of: 8,278,176
(iv)	Shared power to dispose or to direct the disposition of: 0

7. Institutional Partners III

(i)	Sole power to vote or to direct the vote: 6,523,380
(ii)	Shared power to vote or to direct the vote: 0
(iii)	Sole power to dispose or to direct the disposition of: 6,523,380
(iv)	Shared power to dispose or to direct the disposition of: 0

8. Institutional Advisors III

(i)	Sole power to vote or to direct the vote: 6,523,380
(ii)	Shared power to vote or to direct the vote: 0
(iii)	Sole power to dispose or to direct the disposition of: 6,523,380
(iv)	Shared power to dispose or to direct the disposition of: 0

9. Fund Management

(i)	Sole power to vote or to direct the vote: 17,363,349
(ii)	Shared power to vote or to direct the vote: 0
(iii)	Sole power to dispose or to direct the disposition of: 17,363,349
(iv)	Shared power to dispose or to direct the disposition of: 0

10. Dr. Rachesky

(i)	Sole power to vote or to direct the vote: 17,363,349
(ii)	Shared power to vote or to direct the vote: 0
(iii)	Sole power to dispose or to direct the disposition of: 17,363,349
(iv)	Shared power to dispose or to direct the disposition of: 0

Item 5. Ownership of Five Percent or Less of a Class:

This Item 5 is not applicable.

Item 6. Ownership of More than Five Percent on Behalf of Another Person:

The partners of each of Master Account, Capital Partners (100), Institutional Partners II, Institutional Partners IIA and Institutional Partners III, including Advisors, Institutional Advisors II and Institutional Advisors III have the right to participate in the receipt of dividends from, or proceeds from the sale of, the

shares of Common Stock held for the accounts of each of Master Account, Capital Partners (100), Institutional Partners II, Institutional Partners IIA and Institutional Partners III in accordance with their respective ownership interests in Master Account, Capital Partners (100), Institutional Partners II, Institutional Partners IIA and Institutional Partners III.

Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company:

This Item 7 is not applicable.

Item 8. Identification and Classification of Members of the Group:

This Item 8 is not applicable.

Item 9. Notice of Dissolution of Group:

This Item 9 is not applicable.

Item 10. Certifications:

By signing below each signatory certifies that, to the best of his or its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose of effect.

SIGNATURE

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

September 22, 2008.

MHR INSTITUTIONAL PARTNERS IIA LP
By:	MHR Institutional Advisors II LLC, its General Partner
By:	/s/ Hal Goldstein
	Name:	Hal Goldstein
	Title:	Vice President
MHR INSTITUTIONAL ADVISORS II LLC
By:	/s/ Hal Goldstein
	Name:	Hal Goldstein
	Title:	Vice President
MHR INSTITUTIONAL PARTNERS III LP
By:	MHR Institutional Advisors III LLC, its General Partner
By:	/s/ Hal Goldstein
	Name:	Hal Goldstein
	Title:	Vice President
MHR INSTITUTIONAL ADVISORS III LLC
By:	/s/ Hal Goldstein
	Name:	Hal Goldstein
	Title:	Vice President
MHR FUND MANAGEMENT LLC
By:	/s/ Hal Goldstein
	Name:	Hal Goldstein
	Title:	Vice President
MARK H. RACHESKY, M.D.
By:	/s/ Hal Goldstein, Attorney in Fact

EX-99.A

EXHIBIT A

JOINT FILING AGREEMENT

     The undersigned hereby agree that this Statement with respect to the shares of common stock of Lions Gate Entertainment Corp., dated as of September 22, 2008, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934.

Date: September 22, 2008

MHR INSTITUTIONAL PARTNERS IIA LP
By:	MHR Institutional Advisors II LLC, its General Partner
By:	/s/ Hal Goldstein
	Name:	Hal Goldstein
	Title:	Vice President
MHR INSTITUTIONAL ADVISORS II LLC
By:	/s/ Hal Goldstein
	Name:	Hal Goldstein
	Title:	Vice President
MHR INSTITUTIONAL PARTNERS III LP
By:	MHR Institutional Advisors III LLC, its General Partner
By:	/s/ Hal Goldstein
	Name:	Hal Goldstein
	Title:	Vice President
MHR INSTITUTIONAL ADVISORS III LLC
By:	/s/ Hal Goldstein
	Name:	Hal Goldstein
	Title:	Vice President
MHR FUND MANAGEMENT LLC
By:	/s/ Hal Goldstein
	Name:	Hal Goldstein
	Title:	Vice President
MARK H. RACHESKY, M.D.
By:	/s/ Hal Goldstein, Attorney in Fact