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                      SECURITIES AND EXCHANGE COMMISSION
                             Washington D.C. 20549

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

                                  Form 10-K/A

                                Amendment No. 1

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

For the fiscal year ended February 28, 1998
                                               Commission file number  001-14099

                    LOEWS CINEPLEX ENTERTAINMENT CORPORATION
                         (formerly LTM Holdings, Inc.)
             (Exact name of registrant as specified in its charter)
 
 
             Delaware                                  13-3386485
---------------------------------       ---------------------------------------
(State or other jurisdiction            (I.R.S. employer identification number)
of incorporation or organization)
 
          711 Fifth Avenue                                 
          New York, New York                              10022
----------------------------------       --------------------------------------
(Address of principal executive offices)               (Zip Code)
 
     Registrant's telephone number,      
     including area code:                (212) 833-6200            

     Securities registered pursuant 
     to Section 12 (b) of the Act:       Common Stock, par value $.01 per share

     Securities registered pursuant   
     to Section 12 (g) of the Act:       None

Indicate by check mark whether the Registrant:  (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  Yes    X       No
                                                -----        -----

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.  [X ]

The aggregate market value of the registrant's voting stock held by non-
affiliates of the registrant was $107,985,863 as of May 15, 1998.

The number of shares of common stock, $.01 par value per share, outstanding on
May 15, 1998 was 44,079,296.

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        The purpose of this amendment is to file Exhibit 10.5 to the Form 10-K 
filed on May 27, 1998, with portions of such exhibit redacted and filed 
separately with the Commission under an application for confidential treatment 
pursuant to Rule 83 of the Commission Rules on Organization, Conduct and Ethics,
and Information and Regulation (17CFR(S)200.83).

        The undersigned registrant hereby amends Item 14 of Part IV of the 
Company's Annual Report on Form 10-K for the fiscal year ended February 28, 1998
to read as follows:
 
                                    PART IV



ITEM 14.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

  1.  Financial Statements
              
          Financial Statements of Loews Cineplex Entertainment Corporation are
          included in Part II, Item 8.

          Loeks-Star Theatres, Inc. Financial Statements

  2.  Financial Statement Schedules
          Valuation and Qualifying Accounts

  3.  Exhibits:
         2.1 (1)   Amended and Restated Master Agreement among Sony Pictures
                   Entertainment Inc., Registrant and Cineplex Odeon Corporation
                   dated as of September 30, 1997.
         2.2*      Amending Agreement dated May 14, 1998
         2.3 (1)   Subscription Agreement by and between Registrant and
                   Universal Studios, Inc. dated as of September 30, 1997.
         3.1*      Amended and Restated Certificate of Incorporation of
                   Registrant
         3.2 (1)   Form of Amended and Restated By-laws of Registrant
         4.1 (2)   Indenture dated as of June 23, 1994, by and among Plitt
                   Theatres, Inc. and Cineplex Odeon Corporation and The Bank of
                   New York as Trustee
         4.2*      Supplemental Indenture dated as of May 14, 1998 among
                   Registrant and The Bank of New York, as Trustee
        10.1 (1)   Stockholders Agreement among Registrant, Sony Pictures
                   Entertainment Inc., Universal Studios, Inc., Charles Rosner
                   Bronfman Family Trust and Other Parties thereto dated as of
                   September 30, 1997.
        10.2*      Tax Sharing and Indemnity Agreement dated May 14, 1998 by and
                   among Registrant and Sony Corporation of America.
        10.3*      Sony Trademark Agreement dated May 14, 1998 by and among
                   Registrant and Sony Corporation of America.
        10.4*      Transition Services Agreement dated May 14, 1998 among
                   Registrant, Sony Corporation of America and Sony Pictures
                   Entertainment, Inc.
        10.5       Sony Entertainment Center Lease made as of May 9, 1997
                   between SRE San Francisco Retail Inc. and Loews California
                   Theatres Inc. (portions of such exhibit have been filed
                   separately with the Commission under an application for
                   confidential treatment pursuant to Rule 83 of the Commission 
                   Rules on Organization, Conduct and Ethics, and Information 
                   and Regulation (17 CFR (S) 200.83))
        10.6*      Sony YBG Entertainment Center Tenant Work Agreement
        10.7 (1)   Form of Director Indemnification Agreement
        10.8 (1)   Loews Cineplex Entertainment Corporation 1997 Stock Incentive
                   Plan 
        10.9*      Credit Agreement dated as of May 14, 1998 among Registrant,
                   as Borrower, the lenders listed therein, as Lenders, Bankers
                   Trust Company, as Administrative Agent and Co-Syndication
                   Agent and Bank of America NT&SA, The Bank of New York and
                   Credit Suisse First Boston, as Co-Syndication Agents
        10.10*     Employment Agreement between Registrant and Lawrence J. 
                   Ruisi 
        10.11(3)   Employment Agreement between Cineplex Odeon Corporation and
                   Allen Karp
        10.12*     Assumption dated May 14, 1998 of Allen Karp Employment
                   Agreement by Registrant
        10.13(1)   Agreement between Registrant and Seymour H. Smith, dated May
                   1, 1990, including Letter Amendments dated November 14, 1991,
                   March 9, 1993, May 10, 1995, April 11, 1996 and June 6, 1997
        10.14(1)   Agreement between Registrant and Travis Reid, dated October
                   21, 1995

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               10.15(1)  Agreement between Registrant and Joseph Sparacio, dated
                         August 20, 1994, including Term Extension Letter dated
                         March 5, 1997
               10.16(1)  Agreement between Registrant and John J. Walker, dated
                         June 1, 1993, including Term Extension Letter dated
                         March 5, 1997
               10.17(1)  Letter Agreement between Registrant and John C.
                         McBride, Jr., dated November 17,1997
               10.18*    Letter Agreement between Registrant and Mindy Tucker, 
                         dated December 15, 1997
               21*       Subsidiaries of the Registrant
               23*       Consent of Price Waterhouse LLP
               27*       Financial Data Schedule (for SEC use only)

     4.  Form 8-K:
         No reports on form 8-K were filed by Registrant during the quarter
         ended February 28, 1998.

(1)  Incorporated by reference to the Company's Registration Statement on Form
     S-4 filed on February 13, 1998, Commission file number 333-46313

(2)  Incorporated by reference to the Quarterly Report on Form 10-Q for the
     quarter ended June 30, 1994 of Cineplex Odeon Corporation, Commission file
     number 1-9454.

(3)  Incorporated by reference to the Annual Report on Form 10-K from the fiscal
     year ended December 31, 1996 of Cineplex Odeon Corporation, Commission file
     number 1-9454.

* Previously filed.

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                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                         LOEWS CINEPLEX ENTERTAINMENT CORPORATION

Dated: July 7, 1998

                         /s/ John C. McBride, Jr.
                         ----------------------------------------------------
                         John C. McBride, Jr.
                         Senior Vice President and General Counsel 


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