May 6, 2005

Daniel S. Laikin
Chief Executive Officer
10850 Wilshire Boulevard, Suite 1000
Los Angeles, CA 90024

Re:	National Lampoon, Inc.
 	Registration Statement on Form SB-2
 	File No. 333-123238

Dear Mr. Laikin:

      We have reviewed your filing, except for the financial
statements, 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.

      Please understand that 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.  We 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.

Registration Statement Cover Page
1. We note in the fee registration table that you intend to
register
the common stock which may be purchased by the underwriters to
cover
over-allotments.  We also note that you intend to register the
warrants being issued to underwriters as additional compensation
as
well as the common stock underlying these warrants.  However, we
also
note on page 4 that the amount of common stock outstanding after
the
offering does not include the shares of common stock reserved for
issuance upon the exercise by the underwriters of the over-
allotment
option or the shares of common stock reserved for issuance upon
exercise of the underwriter`s warrant.  We also note your
discussion
in the underwriting section that you expect to register the common
stock underlying the underwriters` warrants at some point in the
future.  Please revise to clarify this discrepancy or advise why
no
revision is necessary.

Prospectus Cover Page
2. We note you applied to list your common stock on the American
Stock Exchange and on the Pacific Stock Exchange and plan to be so
listed concurrently on one of these exchanges with the
effectiveness
of this offering.  However, we also note in the risk factor on
page
16 that you will have submitted applications to list the common
stock
offered by this prospectus to the American Stock Exchange and to
the
Pacific Stock Exchange as of the effective date of this offering.
You also include the risk that there can be no assurance that your
securities will be accepted for listing on one or both of these
exchanges.  Since it does not appear your application will be
approved upon the effectiveness of this offering, please remove
this
forward-looking information from the cover page or advise why this
information should not be viewed as forward-looking.

Inside Front and Outside Back Cover Pages of Prospectus
3. Provide the disclosure required by Item 502 of Regulation S-B.
4. Remove from the back cover page of the prospectus the inference
that information in this prospectus may be incorporated by
reference.
Information cannot be incorporated by reference into this
prospectus.

Summary, page 1
5. Please disclose your auditor`s note in its annual report that
there is substantial doubt regarding your ability to continue as a
going concern and briefly explain the reasons behind the auditor`s
note.

Motion Picture and Television Programming, page 1
6. Please explain your statement that you "produce" motion
pictures
and made for television movies and programs.  It appears from your
disclosure in the Business section that the extent of your
involvement in recent motion pictures has been licensing the
National
Lampoon name. Revise to clarify the business activities you are
currently involved in for motion pictures and television
programming,
other than National Lampoon Networks, here and other appropriate
sections in the prospectus.

Home Entertainment, page 1
7. We note your partnership with unrelated third parties to
produce
and distribute several new titles in 2005.  Please identify the
names
of the unrelated third parties, if material.  In addition, please
revise to clarify your specific role in the partnership.


Our Revenue Sources, page 2
8. Please quantify the percentage each of the seven sources of
revenue you list contributes to your overall revenue, to the
extent
practicable.  If some sources make little or no contribution,
please
state this.  Make similar revisions to the MD&A section.
9. Disclose in this section your operating revenue and losses for
each reporting business segment for the most recent fiscal year
and
interim period.

Strategic Objectives, page 3
10. Please balance your disclosure concerning your strategic
objectives with a brief discussion of the risks involved with
implementing these plans.  In addition, explain here or in the
MD&A
section the steps you have or plan to take to achieve these
objectives, to the extent practicable.

Risk Factors, page 8
We have incurred losses in the past and losses may continue...,
page
8
11. We note your disclosure concerning your losses for the fiscal
year 2004 and first quarter of 2005.  Update this disclosure to
include your second quarter 2005 losses.  Also, consider
disclosing
the company`s longstanding unprofitability and state the last
quarter/year you turned a profit.

We may be unable to meet our future capital requirements..., page
8
12. Please revise to briefly explain here and provide more detail
in
your MD&A section how you expect to rely on "anticipated cash flow
from operations" to meet your working capital and capital
expenditure
requirements in the coming 24 months.  We note on page 34 that
your
operations have been characterized by ongoing capital shortages
caused by expenditures related to the initiation of several new
business activities.  We also note from the statement of cash
flows
that you have not had positive cash flows from operations for at
least the past three years.  Please revise accordingly.
13. In addition, please consider disclosing your burn rate.

We depend on a small number of relationships for most of our
revenues, page 10
14. We note you expect to depend on a relatively small number of
relationships for a majority of your revenue in the near term.
Please file all material contracts as exhibits to this
registration
statement in accordance with Item 601(b)(10) of Regulation S-B.
In
this regard, we note your significant relationships with Warner
Bros., The Trouble With Frank, and AMC Entertainment Inc.

If a significant amount of comedic content..., page 12
15. We note that much of your content is provided by third parties
at
minimal or no charge.  In addition, we also note that you or your
subsidiary have no long-term contracts with your content
providers.
Amplify these business arrangements, including the reasons for
such
arrangements, in the Business section.

Management`s Discussion and Analysis, page 27
Overview, page 27
16. Explain the basis for your statement that "[w]e believe that
the
National Lampoon brand is one of the strongest brands in media."
We
note your statement on page 42 that you do not represent a
significant presence in the entertainment industry.

Six Months Ended January 31, 2005..., page 30
17. Consider revising your disclosure under separate subheadings
to
help the investor clearly understand the revenues and costs
associated with each of your business segments.
18. Revise to explain the reason for the "decreased activity in
the
production of National Lampoon Network programming" for the six
months ended January 31, 2005.  For example, please explain the
factors that led to a 62% decrease in costs associated with
production revenue compared to the similar 2004 period.  To the
extent you are winding down your NLN programming business, you
should
disclose that clearly here, and make necessary revisions
deemphasizing this line of business in other parts of the
document.

Liquidity and Capital Resources, page 33
19. We note you list trademark income, advertising and sponsorship
revenues as principal sources of working capital.  However, we
also
note in your statement of cash flows that you currently have a
negative cash flow from operations.  Please revise to clarify this
discrepancy or advise why no revision is necessary.

Business, page 38
Motion Picture and Feature Film, page 39
20. We note that you describe a variety of fee and profit
arrangements you have with production companies.  To the extent
material, please quantify or show as a percentage the number of
arrangements you currently have by fee and/or profit type.

Television Production, page 40
21. Please explain what a "first-look" agreement is.

Intellectual Property, page 42
22. Given the importance of the National Lampoon mark, provide
additional detail regarding the terms of your contract with
Harvard
Lampoon, Inc., who actually owns the National Lampoon trademark,
and
the protection afforded by trademarks in general.
Legal Proceedings page 43
23. Disclose the amount of the Trustin Howard claim.  Refer to
Item
103 of Regulation S-B.

Management, page 44
General
24. Please disclose the material terms of James P. Jimirro`s
employment agreement, including the contingent liabilities that
you
are currently obligated to provide to Mr. Jimirro under this
agreement.  In the appropriate section, please disclose the
material
terms of the termination of security agreement dated January 28,
2005
between Mr. Jimirro and your company.

Business Experience, page 45
25. Delete the references to "OTCBB: OBDE," "NYSE: AGI" and
"NASDAQ:
RENT."
26. Please disclose the dates of employment for Richard Irvine.

Executive Compensation, page 47
27. We note Mr. Jimirro has retired as your Chief Executive
Officer
although he still acts as Chairman of your board of directors.
However, we also note on page 51, it appears you classify Mr.
Jimirro`s retirement as a "termination" and that you have paid Mr.
Jimirro "severance" compensation.  Please revise to clarify the
nature of Mr. Jimirro`s separation from service or advise why no
revision is necessary.  In addition, consider disclosing the
reasons
for James P. Jimirro`s retirement as CEO while maintaining his
chairman role.

Selling Stockholder, page 53
28. Disclose that the selling stockholder may be deemed an
underwriter.

Security Ownership of Certain Beneficial Owners, page 53
29. Please consider separating the security ownership of your
common
stock, Series B Convertible Preferred Stock and Series C
Convertible
Preferred Stock into three separate tables in order to help reduce
the length of your disclosure in Footnote 2.
30. We note that Christopher R. Williams owns 1.08% of your common
stock.  However, it appear on page 52 that Mr. Williams is an
owner
of more than 5% of your common stock.  Please revise to clarify
this
discrepancy or advise why no revision is necessary.

Description of our Securities, page 56
31. Consider disclosing whether any of your common stock
outstanding
is restricted.
32. We note that the holders of the Series C Preferred Stock are
entitled to be paid before any payment is made to the holders of
your
common stock or your Series B Preferred Stock.  Please add this
risk
to your Risk Factor section where appropriate.

Underwriting, page 61
33. We note your disclosure in the first paragraph that the
underwriters must buy all of the common stock if they buy any of
it.
We also note that, on the prospectus cover page, you describe this
offering as a firm commitment offering.  Reconcile these
statements
in this section and disclose additional terms of the underwriting
agreement as necessary.
34. We note your disclosure that the underwriters will have the
right
to designate one member of the board for a year after the
effective
date of this offering.  Reconcile this with your previous
disclosure
in the Election of Directors section on page 40 that during the
term
of the "Voting Agreement," which will still be in place until 13
months from January 25, 2005, Mr. Jimirro is entitled to nominate
three directors and Mr. Laikin is entitled to nominate three
directors, while the seventh member of the board must be mutually
nominated by Mr. Jimirro and Mr. Laikin.

Where You Can Find Further Information, page 64
35. We note your statements contained that the contents of any
contract or any other document are not necessarily complete and
are
qualified in all respects by reference to the actual contents of
the
contract or other documents.  You may refer readers to the related
documents for a more complete reading or understanding, but should
not infer that the prospectus does not contain all material
information from those documents, even if summarized, or that the
statements made in the prospectus are in any way inaccurate.
Please
revise accordingly.
36. Supplementally explain the nature of "certain items of which
are
omitted in accordance with the rules and regulations of the
Commission."  The prospectus should contain all material
information.
Please revise to clarify this point here.

Item 26.  Recent Sales of Unregistered Securities, page II-2
37. We note that you issued 12,770 shares of common stock on March
23, 2005, approximately two weeks after filing this registration
statement.  Conducting a private offering of common stock while
you
have a registration statement on file with the Commission may call
into question the 4(2) exemption upon which you appear to be
relying.
Please provide your legal analysis as to why you believe the 4(2)
exemption was available for your issuance of common stock while
you
were in registration.  Your analysis should address general
solicitation.
38. We note that you issued shares of common stock to Dan Sarnoff,
Sara Rutenberg and Sally Stewart as compensation for services
rendered.  Please expand your disclosure to explain the nature of
these services.  In addition, supplementally explain why Dan
Sarnoff
and Sally Stewart would have "insider status."

Item 28. Undertakings
39. We note that you have included the undertakings for
registering
securities under Rule 415.  If any of the securities are being
registered pursuant to Rule 415, please indicate this on the
outside
cover page of the prospectus.

Signatures
40. Include the signature of your controller or principal
accounting
officer.  See Instructions to Signatures on Form SB-2.

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 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.

      Please contact Mathew C. Bazley at (202) 551-3382, or me, at
(202) 551-3348 with questions.

Sincerely,


									Jennifer G. Williams
									Special Counsel


cc:	Via Facsimile: (310) 208-1154
      Mary Ann Sapone
      Richardson & Patel LLP
      10900 Wilshire Boulevard, Suite 500
      Los Angeles, CA 90024

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0402
   DIVISION OF
CORPORATION FINANCE