<PAGE>
 
                                                                     EXHIBIT 3.1

                             AMENDED AND RESTATED
                         CERTIFICATE OF INCORPORATION
                                      OF
                              LTM HOLDINGS, INC.

     LTM Holdings, Inc., a corporation organized and existing under the laws of
the State of Delaware, hereby certifies as follows:

          FIRST: The name of the corporation is LTM Holdings, Inc. (the
     "Corporation"). The original Certificate of Incorporation of the
     Corporation was filed with the Secretary of State of the State of Delaware
     on October 31, 1986.

          SECOND: This Restated Certificate of Incorporation, which both
     restates and amends the original Certificate of Incorporation of the
     Corporation as heretofore amended, has been duly adopted pursuant to
     Sections 242 and 245 of the General Corporation Law of the State of
     Delaware (the "GCL") and by written consent of the sole stockholder of
     the Corporation in accordance with Section 228 of the GCL.

          THIRD: The text of the Corporation's Certificate of Incorporation as
     heretofore amended or supplemented is hereby restated and further amended
     to read in its entirety as follows:


                                   ARTICLE I

     The name of the Corporation is Loews Cineplex Entertainment Corporation.


                                  ARTICLE II

     The address of the Corporation's registered office in the State of Delaware
is 1013 Centre Road, in the City of Wilmington (19805), County of New Castle.
The name of its registered agent at such address is The Prentice-Hall
Corporation System, Inc.


                                  ARTICLE III

     The purpose of the Corporation is to engage in any lawful act or activity
for which corporations may be organized under the GCL.


                                   ARTICLE IV

     1. Authorized Capital. The total number of shares of all classes of capital
stock which the Corporation has authority to issue is 330,000,000 shares,
divided into classes as follows: (i) 300,000,000 shares of common stock, par
value $.01 per share (the "Common Stock"), (ii) 10,000,000 shares of Class A 
non-voting common stock, par value $.01 per share (the "Class A Non-Voting
Common Stock"), (iii) 10,000,000 shares of Class B non-voting common stock, par
value $.01 per share (the "Class B Non-Voting Common Stock," and together with
the Class A Non-Voting Common Stock, the "Non-Voting Common Stock;" the Non-
Voting Common Stock and the Common Stock, together, the "Common Shares") and
(iv) 10,000,000 shares of preferred stock, par value $.01 per share (the
"Preferred Stock"). Shares of Preferred Stock may be issued from time to time in
one or more series in accordance with Section 3 of this Article IV. Except as
provided to the contrary in the terms of any series of Preferred Stock,

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the amount of the authorized stock of this Corporation or of any class or series
may be increased or decreased by the affirmative vote of the holders of a
majority in voting power of the stock in this Corporation entitled to vote
irrespective of the provisions of Section 242(b)(2) of the GCL or any successor
provision thereto.

     2.  Common Shares. (a) Voting Rights. (i) Every holder of Common Stock
shall be entitled to cast, in person or by proxy, one vote for each share of
Common Stock held of record by such holder on all matters to be voted on by
stockholders.

         (ii) the holders of Non-Voting Common Stock shall not be entitled to
     any voting rights, except as otherwise required by law.

     (b) Dividends.   Subject to the provisions of the GCL and the terms of any
series of Preferred Stock, dividends may be declared and paid on Common Shares
at such time and in such amounts as the Board of Directors of the Corporation
(the "Board") may deem advisable. The holders of each class of Common Shares
shall be entitled to receive dividends as and when declared by the Board out of
any funds legally available for payment of such dividends. Each Common Share, of
any class, shall rank equally with all other Common Shares, of any class, as to
the payment of dividends and other distributions upon liquidation or otherwise.
No dividends shall be paid on any class of then outstanding Common Shares unless
dividends are paid on a pro rata basis on all other then outstanding shares of
all other classes of Common Shares. No class of outstanding Common Shares shall
be split-up or otherwise divided by reclassification, stock split, stock
dividend, subdivision, combination or otherwise unless all other then
outstanding shares of all other classes of Common Shares are split-up or divided
in the same manner. In the event of the making of any dividend or distribution
payable in Common Shares or in the event of any split-up or other division by
reclassification, stock split, stock dividend, subdivision, combination or
otherwise of the Common Shares, the holders of Common Stock shall be entitled to
receive only shares of Common Stock, the holders of Class A Non-Voting Common
Stock shall be entitled to receive only shares of Class A Non-Voting Common
Stock, and the holders of Class B Non-Voting Common Stock shall be entitled to
receive only shares of Class B Non-Voting Common Stock, in each case on a pro
rata basis.

     (c) Liquidation Rights.   In the event of the dissolution, liquidation or
winding up of the Corporation, whether voluntary or involuntary, after payment
or provision for payment of the debts and other liabilities of the Corporation
and the preferential and other amounts required to be paid to the holders of
Preferred Stock, each Common Share shall be entitled to share ratably with all
other Common Shares in the remaining net assets of the Corporation.

     3.  Preferred Stock. The Board is hereby expressly authorized at any time
and from time to time to provide for the issuance of all or any shares of
Preferred Stock in one or more series, and to fix for each such series of
Preferred Stock the number of shares comprising such series and such voting
powers, full or limited, or no voting powers, and such distinctive designations,
preferences and relative, participating, optional or other special rights and
such qualifications, limitations or restrictions thereof, as shall be stated and
expressed in the resolution or resolutions adopted by the Board providing for
the issuance of such series and to the fullest extent as may now or hereafter be
permitted by the GCL.

     4.  Conversion Rights.   (a) Common Stock.   Shares of Common Stock are not
convertible.

     (b) Non-Voting Common Stock.   (i) Each share of Class A Non-Voting Common
Stock shall convert into one fully paid and non-assessable share of Common Stock
in accordance with this clause (i) of this Section 4(b):

         (A) upon the Transfer of any share of Class A Non-Voting Common Stock
     to any Person other than SPE and its Affiliates in compliance with the
     Stockholders Agreement, each such share shall be converted into one share
     of Common Stock immediately, and without any action by the holder thereof;

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          (B)  if at any time SPE and its Affiliates shall beneficially own in
     the aggregate less than 49.9% of the outstanding shares of Common Stock
     (before giving effect to the conversion of any such shares), immediately,
     and without any action by the holder thereof, such number of shares of
     Class A Non-Voting Common Stock shall be converted into Common Stock on a
     one-for-one basis, to the extent that after giving effect to such
     conversion, SPE and its Affiliates would not beneficially own in excess of
     49.9% of the outstanding shares of Common Stock and such conversion shall
     occur pro rata among SPE and its Affiliates based on the number of shares
     of Class A Non-Voting Common Stock held by each such holder; and

          (C)  upon the third anniversary of the Closing Date, each share of
     Class A Non-Voting Common Stock shall be converted into one share of Common
     Stock immediately, and without any action by the holder thereof.

          (ii) Each share of Class B Non-Voting Common Stock shall convert into
     one fully paid and non-assessable share of Common Stock immediately, and
     without any action by the holder thereof, upon the later to occur of both
     of (A) the Transfer of such share of Class B Non-Voting Common Stock to any
     Person (other than the Person to whom such shares were issued pursuant to
     the plan of arrangement contemplated by the Master Agreement or any
     Affiliate of such Person) and (B) the fifth anniversary of the closing of
     the transactions contemplated by the Master Agreement.

     (c)  Effectiveness of Conversion. A conversion of shares of Non-Voting
Common Stock into shares of Common Stock shall be deemed to have been effected
as of the close of business on the business day on which an event described in
clauses (i), (ii) or (iii) of Section 4(b) occurs, and at such time the rights
of the holder of the converted shares of Non-Voting Common Stock shall cease and
such holder will be deemed to have become the holder of record of the shares of
Common Stock issuable upon such conversion.

     (d)  Issuance of New Certificates. Promptly after a conversion of shares of
Non-Voting Common Stock pursuant to Section 4(b) and the receipt by the
Corporation of the certificate or certificates representing the shares of Non-
Voting Common Stock so converted, the Corporation shall issue and deliver to the
holder, in accordance with its instructions, each of the following:

          (i)  the certificate or certificates representing the shares of Common
     Stock issuable upon such conversion; and

          (ii) a certificate representing any shares of Non-Voting Common Stock
     which were represented by the certificate or certificates delivered to the
     Corporation in connection with such conversion but which were not converted
     into shares of Common Stock.

     (e)  Issuance Tax. The issuance of certificates representing shares of
Common Stock received upon conversion of shares of Non-Voting Common Stock shall
be made without charge to the holders of such shares for any issuance tax in
respect thereof or other cost incurred by the Corporation in connection with
such conversion and the related issuance of Common Stock.

     5.   Except as otherwise provided in this Article IV, Common Stock and Non-
Voting Common Stock shall be identical in all respects.


                                   ARTICLE V

     1.   At any time when SPE or USI has an Article III Consent Right, except
as provided in Section 3 of this Article V, in addition to any affirmative vote
required by the GCL, by this Restated Certificate of Incorporation or by the
terms of any series of Preferred Stock, none of the matters specified in Section
2 of this Article V (any such matter, a "Significant Event") shall be
consummated without the affirmative vote or written consent of the holders

                                      -3-
<PAGE>
 
of at least 80% of the outstanding shares of Common Stock. Such affirmative vote
or consent shall be required notwithstanding the fact that no vote may be
required, or that a lesser percentage may be specified, by the GCL, by this
Restated Certificate of Incorporation or by the terms of any series of Preferred
Stock.

     2. The following are Significant Events for purposes of this Article V:

          (a) any merger or consolidation in which the Corporation is a
     constituent corporation (other than a merger of the Corporation into
     another corporation that owns at least 90% of the outstanding stock of each
     class and series of stock of the Corporation pursuant to Section 253 of the
     GCL) or any sale, lease, exchange, transfer or other disposition (in one
     transaction or a series of transactions) of all or substantially all of the
     assets of the Corporation and its subsidiaries taken as a whole, provided
     that a merger which satisfies all of the following criteria shall not be a
     Significant Event and shall not be subject to this Article V: (i) the
     Corporation is the surviving corporation, (ii) all shares of Common Stock
     outstanding immediately prior to the consummation thereof remain
     outstanding immediately after the consummation thereof and the only change
     in the capital stock of the Corporation resulting from such merger is the
     issuance of shares of capital stock pursuant thereto, and (iii) no consent
     of the stockholders of the Corporation would be required in connection
     therewith under the GCL; and

          (b) the adoption of any plan or proposal for the liquidation,
     dissolution or winding up of the Corporation.

     3. The provisions of Section 1 of this Article V shall not be applicable to
any particular Significant Event if such Significant Event shall be approved by
at least 14 members of the Board and, in such circumstances (i) in the case of
any Significant Event described in Section 2(a) of this Article V, such
Significant Event shall require the affirmative vote or written consent of
holders of at least 66 2/3% of the outstanding shares of Common Stock in
addition to any requirements of the GCL or the terms of any series of Preferred
Stock then outstanding and (ii) in the case of any Significant Event described
in Section 2(b) of this Article V, such Significant Event shall require only
such affirmative vote or written consent as is required by the GCL or by the
terms of any series of Preferred Stock then outstanding.


                                  ARTICLE VI

     1. At any time when SPE and its wholly-owned subsidiaries, USI and its
wholly-owned subsidiaries and the members of the Claridge Group beneficially own
in the aggregate more than 50% of the outstanding shares of Common Stock, any
action required or permitted to be taken at any special meeting of the
stockholders of the Corporation may be taken without a meeting, without prior
notice and without a vote, if a consent or consents in writing, setting forth
the action so taken, shall be signed by the holders of outstanding stock having
not less than the minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shares entitled to vote thereon
were present and voted. The foregoing provision shall not apply to annual
meetings of the stockholders of the Corporation. At any time when SPE and its
wholly-owned subsidiaries, USI and its wholly-owned subsidiaries and the members
of the Claridge Group do not beneficially own in the aggregate more than 50% of
the outstanding shares of Common Stock, any action required or permitted to be
taken by the stockholders of the Corporation may only be taken at a duly called
annual or a special meeting of the stockholders of the Corporation and may not
be taken by written consent of stockholders.

     2. Except as otherwise required by the GCL and subject to the rights of the
holders of any series of Preferred Stock then outstanding, special meetings of
stockholders of the Corporation may be called only by the Board pursuant to a
resolution approved by at least 14 members of the Board.


                                  ARTICLE VII

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     1. The business and affairs of the Corporation shall be managed by or under
the direction of the Board. The Board shall consist of sixteen directors.
Election of directors need not be by written ballot.

     2. Directors may be removed with or without cause, provided, however,
directors may be removed without cause (i) at a time when SPE and its wholly
owned subsidiaries, USI and its wholly owned subsidiaries and members of the
Claridge Group beneficially own in the aggregate more than 50% of the
outstanding shares of Common Stock, by the affirmative vote or written consent
of the holders of at least 50% of the outstanding shares of Common Stock and
(ii) at any time when SPE and its wholly-owned subsidiaries, USI and its wholly-
owned subsidiaries and the members of the Claridge Group do not beneficially own
in the aggregate more than 50% of the outstanding shares of Common Stock, by the
affirmative vote or written consent of the holders of at least 80% of the
outstanding shares of Common Stock. For purposes of this Section 2, "cause"
shall mean the wilful and continuous failure of a director to substantially
perform such director's duties to the Corporation or the wilful engaging by a
director in gross misconduct materially and demonstrably injurious to the
Corporation.


                                 ARTICLE VIII

     1. Indemnification of Directors and Officers.   The Corporation shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the Corporation) by reason of the fact that he or she is or was a
director or officer of the Corporation, or, while a director or officer of the
Corporation, is or was serving at the request of the Corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him or her in connection with such action, suit or proceeding if he or she
acted in good faith and in a manner he or she reasonably believed to be in or
not opposed to the best interests of the Corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he or she reasonably believed to be
in or not opposed to the best interests of the Corporation, and, with respect to
any criminal action or proceeding, had reasonable cause to believe that his or
her conduct was unlawful.

     2. Derivative Actions. The Corporation shall indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the Corporation to procure a
judgment in its favor by reason of the fact that he or she is or was a director
or officer of the Corporation, or, while a director or officer of the
Corporation, is or was serving at the request of the Corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise against expenses (including attorneys' fees) actually
and reasonably incurred by him or her in connection with the defense or
settlement of such action or suit if he or she acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the best
interests of the Corporation, provided that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the Corporation unless and only to the extent that the
Court of Chancery of the State of Delaware or the court in which such action or
suit was brought shall determine upon application that, despite the adjudication
of liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court of
Chancery or such other court shall deem proper.

     3. Indemnification in Certain Cases.   To the extent that a director or
officer of the Corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in Sections 1 and 2 of
this Article VIII, or in defense of any claim, issue or matter therein, he or
she shall be indemnified against expenses (including attorneys' fees) actually
and reasonably incurred by him or her in connection therewith.

                                      -5-
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     4.  Procedure.   Any indemnification under Sections 1 and 2 of this Article
VIII (unless ordered by a court) shall be made by the Corporation only as
authorized in the specific case upon a determination that indemnification of the
director or officer is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in such Sections 1 and 2. Such
determination shall be made as required or permitted by applicable law.

     5.  Advances for Expenses. Expenses (including attorney's fees) incurred by
a director or officer in defending a civil, criminal, administrative or
investigative action, suit or proceeding shall be paid by the Corporation in
advance of the final disposition of such action, suit or proceeding upon receipt
of an undertaking by or on behalf of the director or officer, to repay such
amount if it shall be ultimately determined that he or she is not entitled to be
indemnified by the Corporation as authorized in this Article VIII.

     6.  Rights Not-Exclusive.   The indemnification and advancement of expenses
provided by, or granted pursuant to, the other subsections of this Article VIII
shall not be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any law, bylaw,
agreement, vote of stockholders or disinterested directors or otherwise, both as
to action in his or her official capacity and as to action in another capacity
while holding such office.

     7.  Insurance.   The Corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
him or her and incurred by him or her in any such capacity, or arising out of
his or her status as such, whether or not the Corporation would have the power
to indemnify him against such liability under the provisions of this Article
VIII or under applicable law.

     8.  Definition of Corporation.   For the purposes of this Article VIII,
references to "the Corporation" include all constituent corporations absorbed
in a consolidation or merger as well as the resulting or surviving corporation
so that any person who is or was a director or officer of such a constituent
corporation or is or was serving at the request of such constituent corporation
as a director or officer of another corporation, partnership, joint venture,
trust or other enterprise shall stand in the same position under the provisions
of this Article VIII with respect to the resulting or surviving corporation as
he would if he had served the resulting or surviving corporation in the same
capacity.

     9.  Survival of Rights.   The indemnification and advancement of expenses
provided by, or granted pursuant to this Article VIII shall continue as to a
person who has ceased to be a director or officer and shall inure to the benefit
of the heirs, executors and administrators of such a person. No subsequent
amendment of this Article VIII shall diminish the rights hereunder of any
director or officer with respect to any action taken or claim made prior to such
amendment.

     10. Claims.   If a claim of indemnification or advancement of expenses
under this Article VIII is not paid in full within sixty days after a written
claim therefor by the director or officer has been received by the Corporation,
the director or officer may file suit to recover the unpaid amount of such claim
and, if successful in whole or in part, shall be entitled to be paid the expense
of prosecuting such claim. In any such action the Corporation shall have the
burden of proving the director or officer is not entitled to the requested
indemnification or advancement of expenses under applicable law.


                                  ARTICLE IX

     To the fullest extent permitted by the GCL, as the same exists or may be
hereafter amended, no director of the Corporation shall be liable to the
Corporation or any of its stockholders for monetary damages for breach of
fiduciary duty as a director. Each person who serves as a director of the
Corporation while this Article IX is in 

                                      -6-
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effect shall be deemed to be doing so in reliance on the provisions of this
Article IX, and neither the amendment or repeal of this Article IX, nor the
adoption of any provision of this Restated Certificate of Incorporation
inconsistent with this Article IX, shall apply to or have any effect on the
liability or alleged liability of any director of the Corporation for, arising
out of, based upon, or in connection with any acts or omissions of such director
occurring prior to such amendment, repeal, or adoption of an inconsistent
provision.


                                   ARTICLE X

     In furtherance and not in limitation of the powers conferred upon it by
law, the Board is expressly authorized to adopt, repeal or amend the bylaws of
the Corporation pursuant to a resolution approved (i) at any time when the
Applicable Percentage of SPE or USI equals or exceeds the Minimum Percentage, by
at least 14 members of the Board and (ii) at any time when the Applicable
Percentage of each of SPE and USI is less than the Minimum Percentage, by a
majority of the members of the Board. In addition to any requirements of the
GCL, any other provision of this Restated Certificate of Incorporation or the
terms of any series of Preferred Stock then outstanding, at any time when the
Applicable Percentage of SPE or USI equals or exceeds the Minimum Percentage,
the affirmative vote or written consent of the holders of at least 80% of the
outstanding shares of Common Stock shall be required in order for the
stockholders to adopt, repeal or amend any provision of the bylaws of the
Corporation, notwithstanding the fact that a lesser percentage may be specified
by the GCL, this Restated Certificate of Incorporation or by the terms of any
Preferred Stock then outstanding.


                                  ARTICLE XI

     In addition to any requirements of the GCL and any other provision of this
Restated Certificate of Incorporation or the terms of any series of Preferred
Stock (and notwithstanding the fact that a lesser percentage may be specified by
the GCL, this Restated Certificate of Incorporation or any such terms), the
affirmative vote or written consent of the holders of at least 80% of the
outstanding shares of Common Stock shall be required to adopt, repeal or amend
any provision of this Restated Certificate of Incorporation. Notwithstanding the
foregoing, such 80% approval requirement shall not be applicable, and any such
adoption, repeal or amendment shall require only such affirmative vote as is
required by the GCL or by the terms of any Preferred Stock then outstanding (i)
if, at any time when the Applicable Percentage of SPE or USI equals or exceeds
the Minimum Percentage, such adoption, repeal or amendment shall be approved by
at least 14 members of the Board and (ii) if, at any time when the Applicable
Percentage of each of SPE and USI is less than the Minimum Percentage such
adoption, repeal or amendment shall be approved by a majority of the members of
the Board. Subject to the foregoing provisions of this Article XI, the
Corporation reserves the right to amend or repeal any provision contained in
this Restated Certificate of Incorporation, in the manner now or hereafter
prescribed by the GCL, and all rights conferred upon stockholders herein are
granted subject to this reservation.


                                  ARTICLE XII

     Capitalized terms used in this Amended and Restated Certificate of
Incorporation but not defined herein shall have the meanings ascribed thereto in
the Amended and Restated Stockholders Agreement, dated as of September 30, 1997,
among the Corporation, Sony Pictures Entertainment Inc., a Delaware corporation,
Universal Studios, Inc., a Delaware corporation, Charles Rosner Bronfman Family
Trust, a trust created under the laws of the province of Quebec, and the other
persons listed on Exhibit A thereto as the same may be amended, modified,
supplemented or restated from time to time.

                                      -7-
<PAGE>
 
     IN WITNESS WHEREOF, LTM Holdings, Inc. has caused this Amended and Restated
Certificate of Incorporation to be signed by its duly authorized officer, this
14th day of May , 1998.


                        LTM Holdings, Inc.



                        By: /s/ John C. McBride, Jr.
                            ----------------------------------
                        John C. McBride, Jr.
                        Senior Vice President, General Counsel
                        and Assistant Secretary

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