Page 1 of 11 Pages

                                   UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                   SCHEDULE 13G

                     Under the Securities exchange Act of 1934



                         NATIONAL CINEMEDIA INC
             -----------------------------------------------------
                              (NAME OF ISSUER)

                                  COM
             -----------------------------------------------------
                       (TITLE OF CLASS OF SECURITIES)

                                 635309107
             -----------------------------------------------------
                              (CUSIP NUMBER)

                           September 30, 2008
             -----------------------------------------------------
            (Date of event which requires filing of this Statement)


  NOTE: A MAJORITY OF THE SHARES REPORTED IN THIS SCHEDULE 13G ARE HELD BY
  UNAFFILIATED THIRD-PARTY CLIENT ACCOUNTS MANAGED BY ALLIANCEBERNSTEIN
  L.P., AS INVESTMENT ADVISER. (ALLIANCEBERNSTEIN L.P. IS A MAJORITY-OWNED
  SUBSIDIARY OF AXA FINANCIAL, INC.)

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

      X  Rule 13d-1(b)
         Rule 13d-1(c)
         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).

                         (CONTINUED ON FOLLOWING PAGE(S))







                                                   No. of Shares

                                              Subtotals

                                              ---------------------

AXA                                                                     0

AXA Entity or Entities



AXA Financial, Inc.                                                     0

Subsidiaries:

AllianceBernstein L.P.
acquired solely for investment
purposes on behalf of client
discretionary investment advisory
accounts:


  Common Stock                                     3,806,474


                                                                3,806,474
AXA Equitable Life Insurance Company
acquired solely for investment
purposes:

  Common Stock                                       403,340
                                                                  403,340
                                                            -------------
    Total                                                       4,209,814
                                                            =============

Each of the Mutuelles AXA, as a group, and AXA expressly declares that the
filing of this Schedule 13G shall not be construed as an admission that it is,
for purposes of Section 13(d) of the Exchange Act, the beneficial owner of any
securities covered by this Schedule 13G.

Each of the above subsidiaries of AXA Financial, Inc. operates under independent
management and makes independent decisions.

       (b) Percent of Class:                                10.0%
                                                            =============



                                                     Page 9 of 11 Pages

                                              ITEM 4. Ownership as of
                      (CONT.)
       (c) Deemed Voting Power and Disposition Power:
(i) (ii) (iii) (iv) Deemed Deemed Deemed Deemed to have to have to have to have Sole Power Shared Power Sole Power Shared Power to Vote to Vote to Dispose to Dispose or to or to or to or to Direct Direct Direct the Direct the the Vote the Vote Disposition Disposition ------------ ------------ ------------ ------------ AXA 0 0 0 0 AXA Entity or Entities: AXA Financial, Inc. 0 0 0 0 Subsidiaries: - ------------ AllianceBernstein 3,460,874 0 3,806,474 0 AXA Equitable 403,340 0 403,340 0 Life Insurance ------------ ------------ ------------ ------------ 3,864,21 0 4,209,814 0 ============ ============ ============ ============ Each of the above subsidiaries of AXA Financial, Inc. operates under independent management and makes independent voting and investment decisions.
Page 10 of 11 Pages Item 5. Ownership of Five Percent or Less of a Class: If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. ( ) Item 6. Ownership of More than Five Percent on behalf of Another Person. N/A Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reporting on by the Parent Holding Company: This Schedule 13G is being filed by AXA Financial, Inc.; AXA, which owns AXA Financial, Inc.; and the Mutuelles AXA, which as a group control AXA: ( ) in the Mutuelles AXAs' capacity, as a group, acting as a parent holding company with respect to the holdings of the following AXA entity or entities: ( ) in AXA's capacity as a parent holding company with respect to the holdings of the following AXA entity or entities: (X) in AXA Financial, Inc.'s capacity as a parent holding company with respect to the holdings of the following subsidiaries: (X) AllianceBernstein L.P. (13-3434400), an investment adviser registered under Section 203 of the Investment Advisers Act of 1940. (X) AXA Equitable Life Insurance Company (13-5570651), an insurance company and an investment adviser registered under Section 203 of the Investment Advisers Act of 1940. Page 11 of 11 Pages Item 8. Identification and Classification of Members of the Group. N/A Item 9. Notice of Dissolution of Group: N/A Item 10. Certification: By signing below I certify that to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: October 10, 2008 AXA FINANCIAL, INC.* /s/ Alvin H. Fenichel Alvin H. Fenichel Senior Vice President and Controller *Pursuant to the Joint Filing Agreement with respect to Schedule 13G attached hereto as Exhibit I, among AXA Financial, Inc., AXA Assurances I.A.R.D Mutuelle, AXA Assurances Vie Mutuelle, and AXA, this statement Schedule 13G is filed on behalf of each of them.

EXHIBIT I



                                JOINT FILING AGREEMENT
                                ----------------------




    Each of the undersigned hereby agrees that the
Schedule 13G filed herewith is filed jointly, pursuant
to Rule 13d-1(f)(1) of the Securities Exchange Act
of 1934, as amended on behalf of each of them.


         Dated:     October 10, 2008

         AXA Financial, Inc.



         BY: /s/ Alvin H. Fenichel
            -----------------------------------------
            Alvin H. Fenichel
            Senior Vice President and Controller



  AXA Assurances I.A.R.D. Mutuelle; AXA
Assurances Vie Mutuelle; as a  group, and AXA

         Signed on behalf of each of the above
entities



         BY: /s/ Alvin H. Fenichel
            -----------------------------------------
            Alvin H. Fenichel