Nov. 12 (Bloomberg) -- Comedian Sacha Baron Cohen's ``Borat'' outdrew new movies starring Russell Crowe and Will Ferrell to stay No. 1 for a second weekend, taking in an estimated $29 million in ticket sales in the U.S. and Canada.

``Borat: Cultural Learnings of America for Make Benefit Glorious Nation of Kazakhstan'' has taken in $67.8 million for News Corp.'s Twentieth Century Fox in two weeks, box-office tracker Exhibitor Relations Co. said today in a statement.

Fox expanded ``Borat'' to 2,566 locations from 837 in its first week. The studio released the film on the East and West coasts and in college towns in a targeted approach meant to build momentum for this weekend, when the number of theaters tripled, said Brandon Gray, president of Box Office Mojo LLC.

``It would be surprising at this point if `Borat' made less than $100 million before the end of its run,'' Gray said.

Filmed in a documentary style, ``Borat,'' features Cohen as Kazakh news reporter Borat Sagdiyev interacting with real Americans. Through the character, Cohen skewers people he encounters as he travels across the country in a run-down ice cream truck while on a mission to wed actress Pamela Anderson.

Cohen's decision to appear only as ``Borat'' in public appearances and on late-night talk shows may overexpose the character and turn off potential movie-goers, Gray said.

Walt Disney Co.'s holiday-film franchise ``The Santa Clause 3: Escape Clause'' and DreamWorks Animation SKG's ``Flushed Away,'' finishing second and third respectively, maintained their spots from last week.

`The Santa Clause 3'

``The Santa Clause 3'' took in $16.9 million this weekend and $41 million since opening. Tim Allen reprises his role as Santa, who this time must fend off an attempt by Jack Frost to take over the holiday. Martin Short co-stars as Frost.

The first two ``Santa Clause'' films had combined worldwide ticket sales of $368.6 million and cost about $87 million to produce, according to Box Office Mojo. The film kicked off the holiday movie season, which continues next week with Sony's release of its new James Bond film, ``Casino Royale.''

The animated feature ``Flushed Away'' tells the story of a mouse who is flushed down the toilet of a posh London apartment and finds himself among a tougher crowd in the city's sewers. Hugh Jackman, Ian McKellen and Kate Winslet provide the voices. The film took in $16.7 million.

The three movies in their second week beat Ferrell's ``Stranger than Fiction,'' which took in $14.1 million in its first weekend. The movie from Sony Corp. follows an IRS agent played by Ferrell who begins to hear the voice of a novelist narrate his life. The film debuted in 2,264 theaters.

`Babel'

``Saw III,'' from Lions Gate Entertainment Corp., fell to fifth place from fourth with sales of $6.6 million. The film follows the antics of a homicidal madman named Jigsaw who tortures his victims. The first two films had worldwide ticket sales of $247 million, according to Box Office Mojo. Combined, they cost about $5.2 million to make.

In ``Babel,'' tragedy strikes a vacationing married couple played by Brad Pitt and Cate Blanchett and interweaves stories set in Morocco, Tunisia, Mexico and Japan. The film, from Viacom Inc.'s Paramount Pictures, had made $1.8 million since a limited opening Oct. 27. It expanded to 1,216 theaters this weekend and earned $5.7 million to move up to sixth place from 20th.

Time Warner Inc.'s crime drama ``The Departed'' came in seventh with sales of $5.2 million. Rogue Pictures' horror film ``The Return,'' which stars Sarah Michelle Gellar and debuted this week, took in $4.8 million to finish eighth. ``The Prestige,'' a drama from Disney, sold $4.6 million of tickets and ranked ninth.

Crowe's ``A Good Year'' finished in the 10th spot with $3.8 million during its first weekend. Crowe plays an Englishman who inherits a vineyard in the romantic comedy released by Fox and directed by Ridley Scott. When he arrives, Crowe discovers an American woman, played by Abbie Cornish, has also claimed the property. The film wasn't received well by critics. Only 29 percent of reviewers on RottenTomatoes.com gave the movie good marks.

Sales for the top 12 films in U.S. and Canadian theaters rose an estimated 1.3 percent to $112.8 million this week from a year earlier, Encino, California-based Exhibitor Relations said. Ticket sales have risen 6.4 percent to $7.99 billion this year.

The following table has figures provided by studios to Exhibitor Relations. The amounts are based on actual grosses for Nov. 10 and yesterday, and estimates for today.

Movie             Rev   Screens  Wks  Average/  Pct      Total
                  Mln                 Screen    Chg       Mln
1. Borat          $29.0  2,566    2   $11,302     10     $67.8
2. Santa Clause 3  16.9  3,458    2     4,885    -13      41.1
3. Flushed Away    16.7  3,707    2     4,508    -11      39.9
4. Stranger Than   14.1  2,264    1     6,228    --       14.1
5. Saw III          6.6  3,013    3     2,191    -55      69.9
6. Babel            5.7  1,251    3     4,517    515       7.5
7. The Departed     5.2  2,210    6     2,371    -32     109.8
8. The Return       4.8  1,984    1     2,407    --        4.8
9. The Prestige     4.6  2,236    4     2,071    -38      46.0
10. A Good Year     3.8  2,066    1     1,827    --        3.8

To contact the reporter on this story: Andy Fixmer in Los Angeles at afixmer@bloomberg.net; Yalman Onaran in New York at yonaran@bloomberg.net.

Last Updated: November 12, 2006 15:50 EST