UPDATE 2-HMV faces 12 critical days to avoid banking breach

* Says probable covenant breach at the end of Jan 2013

* Warns will not meet FY market forecasts

* Says Christmas trading has started below expectations

* Covenant will depend on remaining trade over Christmas

period

* Shares down 37 pct, hit record low

(Adds details, CEO, analyst comment)

LONDON, Dec 13 (Reuters) - HMV has "12 critical

days" to pull in Christmas sales and help avoid a likely breach

of its banking agreements at the end of January, the British

entertainment retailer said.

The 91-year-old company said weak market conditions had

created "material uncertainties" for the business, exacerbated

by a worse than expected start to Christmas trading period in

which the firm makes 60 percent of its sales for the whole year.

This would result in a probable breach at the end of January

of covenants with its banks on its financial performance, it

said on Thursday, also warning it was unlikely to meet analyst

expectations for its full-year results, without giving further

guidance.

It had been expected to post an annual pretax profit of

between 7 and 10 million pounds, according to Reuters data.

Its shares lost more than a third of their value.

HMV, famous for its Nipper the dog trademark, has struggled

in declining music, DVD and games markets and has been shifting

its focus towards promotions and technology products like tablet

PCs and headphones.

It said it was in "constructive discussions" with its eight

lending banks, including keeping them informed of current

trading, which it and other retailers hope will be boosted by a

late surge in shopping before Christmas day.

It would not say what penalties it would face if it did

breach its agreements.

"Christmas gets later every year, people are also in search

of the promotional offer and being very careful about where they

spend their money," Chief Executive Trevor Moore told Reuters.

"There are still 12 critically important trading days until

Christmas and being on the high street (town centre), if things

do come late, is absolutely to our advantage because that's

where the footfall will be.

"That Friday, Saturday, Sunday and Christmas Eve will be

very important for the high street and very important for HMV."

MATERIAL UNCERTAINTIES

Analysts at brokerage Panmure Gordon said in a note: "It is

difficult to ascribe an equity value (to HMV), given the

material uncertainties. The group has a lot of support from its

various stakeholders, but its markets are extremely unhelpful."

HMV's statement came as the group reported a 24.1 million

pound ($39 million) operating loss for the 26 weeks to Oct. 27,

an improvement on the 33.2 million pound loss posted a year ago.

The group, which has benefited from better terms with its

key suppliers and from rival computer games retailer Game

hitting trouble and halving its number of stores, said

like-for-like retail sales in music and DVDs still fell by 16

percent despite growing its market share in all categories.

Net debt at the half-year rose to 176.1 million pounds from

163.7 million and HMV said it had begun a review of its cost

base, although the closure of any of its 247 stores was not

planned for the time being.

The firm has made a string of disposals to help reduce debt,

selling its Waterstones's book chain last year for 53 million

pounds.

This year it has sold much of its live entertainment

business, disposing of a chunk including London venues such as

the HMV Forum and the Jazz Cafe last week and the London

Hammersmith Apollo in May.

The group is in talks to sell the G-A-Y and Heaven clubs -

the remaining parts of its live business.

It said it would unveil new initiatives with its suppliers

in January, but would not be drawn on specific plans.

HMV shares, which have slumped in value from a high of 282

pence set in February 2005, were down 37 percent at 2.67 pence

at 0943 GMT, having hit a new low of 2.2p.

($1 = 0.6205 British pounds)

(Additional reporting by Isla Binnie; Editing by David Holmes)