Mail Stop 3561
										April 13, 2006


By U.S. Mail and Facsimile

Mr. Daniel Laikin
Chief Executive Officer
National Lampoon, Inc.
10850 Wilshire Blvd., Suite 1000
Los Angeles, California  90024


	RE: 	National Lampoon, Inc.
		Form 10-KSB for the Fiscal Year Ended July 31, 2005
      Form 10-QSB for the Quarterly Period Ended October 31, 2005
      File No. 0-15284


Dear Mr. Laikin:

      We have reviewed your response letter dated March 7, 2006
regarding our review of the above-referenced documents and have
the
following comments.

Accounting Comments
Form 10-KSB for the Year Ended July 31, 2005
Note A - Business Organization and Summary of Significant
Accounting
Policies

1. We have read your response to our prior comment no. 8.  We note
that the agreement dated December 14, 2004 with Majestic
Entertainment filed as Exhibit 10.25 to your Form SB2/A filed on
May
31, 2005 contains provisions which provide for joint control over
the
Clubhouse joint venture.  For example, film costs in excess of
$1,500,000 and  all film concepts and storylines require joint
agreement with Majestic Entertainment.  Furthermore, the agreement
with Majestic Entertainment does not provide you with greater
voting
rights or with "control" over the joint venture`s daily
operations.
Accordingly, it is our view that you do not have control over the
joint venture and therefore you should not consolidate it as a
subsidiary. We believe that your investment in Clubhouse should be
carried on the equity method and consideration should be given to
the
necessity of including separate financial statements of the
Clubhouse
joint venture pursuant to Rule 3-09 of Regulation S-X and
providing
summarized financial information of Clubhouse pursuant to Rule 4-
08(g) of Regulation S-X.  If you continue to believe that that you
control Clubhouse, supplementally provide additional information
supporting your conclusion including, but not limited to,
discussing
whether you have the ability to sell or pledge assets of Clubhouse
in
the ordinary course of business.  Please advise or revise.  W e
may
have further comments.

Form 10-QSB for the Quarterly Period Ended October 31, 2005
Financial Statements
Note D - Film Financing

2. We have read your response to our prior comment no. 16.  You
stated in your response that the Deal Memorandum provides for
"joint
approval rights with respects to all key decisions regarding all
creative and business elements."  In this regard, it appears that
you
do not have control over Totally Baked LLC as the two other
parties
have rights that allow them to effectively participate in
significant
decisions that would be expected to be made in the ordinary course
of
business thus indicating that equity accounting would be more
appropriate for your investment.  If you continue to believe that
that you control Totally Baked LLC, supplementally provide
additional
information supporting your conclusion including, but not limited
to,
discussing whether you have the ability to sell or pledge assets
of
Clubhouse in the ordinary course of business.  Please advise or
revise your disclosures are necessary.  We may have further
comments.

General

3. You are reminded to file an amendment to your Form 10-KSB for
the
year ended July 31, 2005 regarding your segment disclosures as
soon
as the above comments have been resolved.


      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  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 filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment 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.



	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments 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 our review of your filing or in
response to our comments on your filing.


Closing

      You may contact Katherine Mathis at (202) 551-3383 or me at
(202) 551-3813 if you have any questions.




      Sincerely,


								Linda Cvrkel
								Branch Chief






cc:	Via Facsimile:  (310) 474-1219