<PAGE>


              UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549

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

(Mark One)                       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 December 31, 1998    Commission file number:  333-1024


     ( )        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF 
                         THE SECURITIES EXCHANGE ACT OF 1934

     For the transition period from ______________ to ________________


                         UNITED ARTISTS THEATRE CIRCUIT, INC.
                  (exact name of registrant as specified in charter)


           Maryland                                            13-1424080
-------------------------------                            ------------------
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                             Identification No.)


9110 E. Nichols Avenue, Suite 200
Englewood, CO                                                   80112
-------------------------------                            ------------------
(Address of principal executive offices)                        (Zip Code)


Registrant's telephone number, including area code (303) 792-3600


Securities registered pursuant to Section 12(b) of the Act:   None
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, 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 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 
                            -----

State the aggregate market value of the voting stock held by non-affiliates 
of the registrant.  N/A.

The number of shares outstanding of $1.00 par value common stock at March 26, 
1999 was 100 shares.

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UATC hereby files this Amendment No. 1 on Form 10-K/A to amend  Part III, 
Item 10 and Part IV, Item 14 of its Annual Report on Form 10-K for the year 
ending December 31, 1998.
                                          
                                          
                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Information regarding members of UATC's and the Parent's Board of Directors 
as of March 19, 1999 is set forth below.  Directors will serve until the next 
annual meeting and until his successor is duly elected and qualified.  


<TABLE>
<CAPTION>
Name                        Age      Business Experience During Past Five Years           Other Public Directorships
----                        ---      ------------------------------------------           --------------------------
<S>                        <C>       <C>                                                  <C>
Kurt C. Hall................39       President and Chief Executive Officer since March    Mr. Hall is a director of Showscan
                                     6, 1998. Chief Operating Officer since February      Entertainment, Inc.
                                     24, 1997 and Executive Vice President and Director
                                     since May 12, 1992.  Mr. Hall was Chief Financial
                                     Officer from May 12, 1992 to March 5, 1998.

John W. Boyle...............70       Named Chairman of the Board on March 6, 1998.        Mr. Boyle is a director of
                                     Director since March 5, 1997.  Mr. Boyle was Chief   Supermarkets General Holdings Corp.
                                     Financial Officer of Eckerd Corporation
                                     from 1983 to 1995 and Vice Chairman from
                                     1992 to 1995.

James J. Burke, Jr..........47       Director since May 12, 1992.  Director of Merrill    Mr. Burke is a director of AnnTaylor
                                     Lynch Capital Partners, Inc. ("MLCP"), since 1985    Stores Corporation, Borg-Warner
                                     and Partner and Director of Stonington Partners,     Security Corporation, Education
                                     Inc. ("SP"), since July 1993 and Partner and         Management Corporation, Pathmark
                                     Director of Stonington Partners, Inc. II ("SPII")    Stores, Inc. and Supermarkets General
                                     since 1994. Prior to July 1994, Mr. Burke was        Holdings Corp.
                                     President and Chief Executive Officer of
                                     MLCP from 1987 to 1994, a Managing Director
                                     of the Investment Banking Division of
                                     Merrill Lynch & Co. ("ML&Co.") from 1985 to
                                     1994 and a First Vice President of Merrill
                                     Lynch Pierce Fenner and Smith, Inc. from
                                     1988 to 1994.

Albert J. Fitzgibbons, III..53       Director since May 12, 1992.  Director of MLCP       Mr. Fitzgibbons is a director of
                                     since 1988 and a Partner and a Director of SP        Borg-Warner Security Corporation,
                                     since July 1993 and a Partner and a Director of      Dictaphone Corporation and Merisel,
                                     SPII since 1994.  Prior to July 1994, Mr.            Inc.
                                     Fitzgibbons was a Partner of MLCP from 1993 to
                                     1994 and an Executive Vice President of MLCP from
                                     1988 to 1993.  Mr. Fitzgibbons was also a Managing
                                     Director of the Investment Banking Division of
                                     ML&Co. from 1978 to July 1994.

Robert F. End...............43       Director since February 17, 1993.  Director of       Mr. End is a director of Goss Graphic
                                     MLCP since 1993 and a Partner and a Director of SP   Systems, Inc. and Packard BioScience
                                     since July 1993 and a Partner and a Director of      Company.
                                     SPII since 1994. Prior to July 1994, Mr. End was
                                     a Partner of MLCP from 1993 to 1994 and a Vice
                                     President of MLCP from 1989 to 1993. Mr. End was
                                     also a Managing Director of the Investment Banking
                                     Division of ML&Co. from 1993 to July 1994.

</TABLE>

<PAGE>

<TABLE>
<CAPTION>
Name                        Age      Business Experience During Past Five Years           Other Public Directorships
----                        ---      ------------------------------------------           --------------------------
<S>                        <C>       <C>                                                  <C>
Scott M. Shaw...............36       Director since February 17, 1993. Partner and        Mr. Shaw is a director of Dictaphone
                                     Director of SP since February 1999.  Prior to        Corporation and Goss Graphic Systems,
                                     becoming a Partner and Director, Mr. Shaw was a      Inc.
                                     Principal of SP since July 1993.  Mr. Shaw has
                                     also been a Partner and Director of SP II since
                                     February 1999.  Prior to July 1994, Mr. Shaw was a
                                     Vice President of MLCP from January 1994, an
                                     Associate of MLCP from 1991 to 1994 and an Analyst
                                     of MLCP from 1986 to 1989.  Mr. Shaw was also a
                                     Vice President of the Investment Banking Division
                                     of ML&Co. from January to July 1994 and an
                                     Associate of the Investment Banking Division of
                                     ML&Co. from 1991 to 1994 and an Analyst of the
                                     Investment Banking Division of ML&Co. from 1986 to
                                     1989.

Michael Pade................49       Executive Vice President and Director.  Mr. Pade
                                     became Executive Vice President of UATC in
                                     February 1997 in charge of film operations and was
                                     elected Director May 7, 1998.  Mr. Pade joined
                                     UATC in October 1994 as a Senior Vice President of
                                     film operations.  Prior to joining UATC, Mr. Pade
                                     worked for Mann Theatres as the Senior Vice
                                     President in charge of domestic film booking.

</TABLE>

Information regarding executive officers of UATC who are not directors of 
UATC as of March 19, 1999 is set forth below. Executive officers will hold 
office for such term as may be prescribed by the Board of Directors and until 
such person's successor is chosen and qualified or until such person's death, 
resignation, or removal.

<TABLE>
<CAPTION>
Name                    Age        Business Experience During Past Five Years           
----                    ---        ------------------------------------------           
<S>                     <C>        <C>
Neil Pinsker............43         Executive Vice President.  Mr. Pinsker was promoted to Executive Vice President of
                                   UATC in charge of theatre operations in January 1999.  Mr. Pinsker was most recently
                                   Vice President of the Western region operations, and has previously directed the
                                   east and central regional operations of UATC.  Joining UATC in May of 1970, as a
                                   third generation theatre operator, Mr. Pinsker has four decades of theatre
                                   experience.

Gene Hardy..............48         Executive Vice President and General Counsel.  Mr. Hardy was promoted to Executive
                                   Vice President of UATC in charge of legal affairs and general counsel in September
                                   1994.  Mr. Hardy was previously the Senior Vice President and general counsel of

                                   UATC.

Michael Pade............49         Executive Vice President.  Mr. Pade became Executive Vice President of UATC in
                                   February 1997 in charge of film operations.  Mr. Pade joined UATC in October 1994 as
                                   a Senior Vice President of film operations.  Prior to joining UATC, Mr. Pade worked
                                   for Mann Theatres as the Senior Vice President in charge of domestic film booking.

Jim Ruybal..............53         Executive Vice President.  Mr. Ruybal became Executive Vice President of UATC in
                                   1992.  Mr. Ruybal's duties include supervision of UATC's Satellite Theatre Network(TM).

Bruce M. Taffet.........51         Executive Vice President.  Mr. Taffet was promoted to Executive Vice President in
                                   January 1995 and is responsible for purchasing, marketing and national concession
                                   operations of UATC.  Prior to February 1995, Mr. Taffet was the Senior Vice
                                   President in charge of national concession operations of UATC.

Trent J. Carman.........38         Senior Vice President.  Chief Financial Officer since March 6, 1998.  Mr. Carman was
                                   previously the Senior Vice President and Treasurer of UATC from September 1997 to
                                   March 6, 1998 and was Vice President of Finance from June 1992 to September 1997.

</TABLE>

There are no family relationships between any of the directors and executive 
officers named above.  During the past five years, none of the directors and 
executive officers named above were involved in any legal proceedings that 
would be material to an evaluation of his ability or integrity.
<PAGE>

                                    PART IV

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

     3.   Exhibits

          The following exhibits are filed herewith or incorporated by
          reference herein (according to the number assigned to them in
          Item 601 of Regulation S-K) as noted:

<TABLE>
<S>              <C>
          3.1    Restated Articles of Incorporation of United
                 Artists Theatre Circuit, Inc. (1)

          3.2    By-laws of United Artists Theatre Circuit, Inc. (1)

          10.1   Credit Agreement, dated as of April 21, 1998, among
                 United Artists Theatre Company and Bank of America
                 National Trust and Savings Association, BankBoston, N.A.,
                 NationsBank Texas, N.A. and Merrill Lynch Capital
                 Corporation and Morgan Stanley Senior Funding, Inc. and
                 the leaders party thereto. (5) 

          10.2   Trust Indenture and Security Agreement dated as of
                 December 13, 1995, between Wilmington Trust Company,
                 William J. Wade and Fleet National Bank of Connecticut,
                 and Alan B. Coffey. (3)

          10.3   Pass Through Certificates, Series 1995-A Registration
                 Rights Agreement, dated as of December 13, 1995 among
                 United Artists Theatre Circuit, Inc., Morgan Stanley &
                 Co. Incorporated and Merrill Lynch, Pierce, Fenner &
                 Smith Incorporated. (3)

          10.4   Participation Agreement, dated as of December 13, 1995,
                 among United Artists Theatre Circuit, Inc., Wilmington
                 Trust Company, William J. Wade, Theatre Investors, Inc.,
                 Northway Mall Associates, LLC, Wilmington Trust Company,
                 William J. Wade, Fleet National Bank of Connecticut, Alan
                 B. Coffey and Fleet National Bank of Connecticut. (3)

          10.5   Pass Through Trust Agreement, dated as of December 13,
                 1995, between United Artists Theatre Circuit, Inc. and
                 Fleet National Bank of Connecticut. (3)

          10.6   Lease Agreement, dated as of December 13, 1995, between
                 Wilmington Trust Company and William J. Wade and United
                 Artists Theatre Circuit, Inc. (3)
          
          10.7   Lease Agreement, dated as of October 1, 1988, between
                 United Artists Properties I Corporation and United
                 Artists Theatre Circuit, Inc. (1)

          10.8   United Artists Theatre Company Stock Incentive Plan. (5)

          10.9   Stockholders' Agreement, dated as of May 12, 1992, by and
                 among United Artists Theatre Company, Merrill Lynch
                 Capital Appreciation Partnership No. B-XIX, L.P., Roman
                 Nineteen Offshore Fund B.V., ML IBK Positions, Inc., 
                 MLCP Associates L.P. No. II, Equitable Capital Private
                 Income and Equity Partnership II, L.P. and Equitable Deal
                 Flow Fund, L.P. and the holders of Options or Restricted
                 Stock awards under the Management Stock Option Plan. (1)

          10.10  Amendment No. 1, dated as of July 15, 1992, to the
                 Stockholders' Agreement, dated as of May 12, 1992, by and
                 among United Artists 

</TABLE>

<PAGE>

<TABLE>
<S>              <C>
                 Theatre Company, Merrill Lynch Capital Appreciation Partnership 
                 No. B-XIX, L.P., Roman Nineteen Offshore Fund B.V., ML IBK 
                 Positions, Inc., MLCP Associates L.P. No. II, Equitable Capital Private
                 Income and Equity Partnership II, L.P. and Equitable Deal
                 Flow Fund, L.P. and the holders of Options or Restricted
                 Stock awards under the Management Stock Option Plan. (1)

          10.11  Stock Subscription Agreement, dated as of May 12, 1992,
                 by and among United Artists Theatre Company, Merrill
                 Lynch Capital Appreciation Partnership No. B-XIX, L.P.,
                 Roman Nineteen Offshore Fund B.V., ML IBK Positions,
                 Inc., MLCP Associates L.P. No. II, Equitable Capital
                 Private Income and Equity Partnership II, L.P. and
                 Equitable Deal Flow Fund, L.P. (1)

          10.12  Non-Competition Agreement, dated as of May 12, 1992,
                 by and among Tele-Communications, Inc., United
                 Artists Theatre Circuit, Inc. and United Artists
                 Theatre Company. (1)

          10.13  Trademark Agreement as of May 12, 1992 by United
                 Artists Entertainment Company, United Artists
                 Holdings, Inc., United Artists Cable Holdings, Inc.,
                 United Artists Theatre Holding Company, on the one
                 hand and United Artists Theatre Circuit, Inc.,
                 United Artists Realty Company, UAB, Inc., and UAB
                 II, Inc., on the other hand. (1)

          10.14  United Artists Theatre Circuit 401(k) Savings Plan.
                 (1)

          10.15  United Artists Theatre Circuit Supplemental 401(k) Savings
                 Plan. (2)

          10.16  Tax Sharing Agreement, dated as of May 12, 1992, between
                 United 
                 Artists Theatre Company and United Artists Theatre Circuit,
                 Inc. (1)

          10.17  Form of Employment Agreement, dated as of May 12,
                 1992, between UATC and Kurt C. Hall. (1)

          10.18  Employment Agreement Extension Letter dated as of May 12,
                 1998, between
                 United Artists Theatre Circuit, Inc. and Kurt C. Hall. (4)

          10.19  Amendment to the United Artists Theatre Circuit, Inc. 401(K)
                 savings Plan dated as of January 1, 1997. (4)

          10.20  United Artists Theatre Company 1998 Management Stock Plan. (6)

          21.1   Subsidiaries of United Artists Theatre Circuit, Inc. (4)

          27.1   Financial Data Schedule. (7)

</TABLE>

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

(1)  Incorporated herein by reference from Form S-1 dated October 5, 1992.  
(2)  Incorporated herein by reference from Form 10-K for the year ended December
     31, 1993.
(3)  Incorporated herein by reference from Form S-2 dated January 31, 1996.
(4)  Incorporated herein by reference to Form 10-K for the year ended 
     December 31, 1996.
(5)  Incorporated herein by reference to Form S-4 for United Artists Theatre
     Company, dated June 16, 1998.
(6)  Incorporated herein by reference to Form S-8 for United Artists Theatre
     Company, dated October 15, 1998.
(7)  Previously filed.


<PAGE>

                                  SIGNATURE

Pursuant to the requirements 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.


                                        UNITED ARTISTS THEATRE CIRCUIT, INC.
                                        (Registrant)


                                        /S/ Trent J. Carman 
                                        -----------------------------
                                        BY:  Trent J. Carman
                                             Chief Financial Officer


Date:  April 16, 1999