LOS ANGELES - A talking lion became king of the box office as the animated tale 'Madagascar' climbed to the No. 1 spot with $28. 7 million in its second weekend. advertisement At No. 2 was Adam Sandler's football remake 'The Longest Yard,' which took in $26.

1 million in its second weekend. That left third place to 'Star Wars: Episode III - Revenge of the Sith,' which grossed $26 million in its third weekend, according to studio estimates Sunday.' Madagascar,' featuring the voice of Ben Stiller as a zoo lion returned to the wild, debuted at No. 2 a week earlier and took over first-place from 'Revenge of the Sith,' which had held the top spot for two weekends. Box office results Estimated ticket sales for June 3-51.

'Madagascar,' $28. 7 million 2. 'The Longest Yard,' $26. 1 million 3. 'Star Wars: Episode III - Revenge of the Sith,' $26 million 4. 'Cinderella Man,' $18.

6 million 5. 'The Sisterhood of the Traveling Pants,' $10. 25 million 6. 'Lords of Dogtown,' $5.

7 million 7. 'Monster-in-Law,' $5. 3 million 8. 'Crash,' $3.

3 million 9. 'Kicking & Screaming,' $2. 1 million 10. 'Unleashed,' $900, 000 While those three holdovers remained strong draws, the weekend's new movies debuted quietly, contributing to Hollywood's 15 th-straight weekend of declining revenues compared to last year. The top 12 movies grossed a solid $128. 3 million, yet that was off 30 percent from the same weekend in 2004, when 'Harry Potter and the Prisoner of Azkaban' opened with $93.

7 million. Ron Howard's 'Cinderella Man,' starring Russell Crowe and Renee Zellweger in the story of Depression-era boxer Jim Braddock, led the newcomers, debuting at No. 4 with $18. 6 million. The teenage gal-pal tale 'The Sisterhood of the Traveling Pants' opened in fifth place with $10. 25 million, while the skateboarding saga 'Lords of Dogtown' premiered at sixth with $5.

7 million.' Cinderella Man' distributor Universal is trying the same strategy it used successfully with another Depression-era sporting drama, 2003's 'Seabiscuit,' counter-programming the sober yet uplifting story amid the summer popcorn flicks. 'Seabiscuit' had a $20. 9 million opening weekend and held on to ring up $120. 3 million domestically and score a best-picture Oscar nomination. But Universal had counted on a better debut for 'Cinderella Man,' which reunites Howard, Crowe and producer Brian Grazer, the team behind the 2001 Academy Awards champion 'A Beautiful Mind.' 'Putting this human drama against these big summer behemoths may have proved too calculated a risk, but one we " re going to support it all the way through summer and into Academy Awards season,' Universal Pictures Chairman Stacey Snider said. Topping the $300 million mark in its 17 th day of release Saturday, 'Revenge of the Sith' became the fastest film to hit that level, beating the record set last year by 'Shrek 2,' which passed $300 million in 18 days.

At $308. 8 million through Sunda.