Exhibit 3.1

AMENDED AND RESTATED  CERTIFICATE OF INCORPORATION  OF  REGAL ENTERTAINMENT GROUP

Regal Entertainment Group, a corporation organized and existing under the laws of the State of Delaware, does hereby certify:

1.    The
name of the corporation is Regal Entertainment Group (the "Corporation"). The original Certificate of Incorporation
was filed with the Secretary of State of the State of Delaware on March 6, 2002.

2.    The
Amended and Restated Certificate of Incorporation as hereinafter set forth has been duly adopted in accordance with Section 242 of the General Corporation Law
of the State of Delaware (the "Delaware General Corporation Law"), and the restatement herein set forth has been duly adopted pursuant to
Section 245 of the Delaware General Corporation Law by the written consent of the Board of Directors of the Corporation in accordance with Section 141(f) of the Delaware General
Corporation Law and by the written consent of the Stockholders of the Corporation in accordance with Section 228 of the Delaware General Corporation Law. This Amended and Restated Certificate
of Incorporation restates and integrates and amends the provisions of the Corporation's Certificate of Incorporation.

3.    The
text of the Certificate of Incorporation is hereby amended and restated to read in its entirety as follows:

ARTICLE FIRST
NAME OF CORPORATION

The name of the corporation is Regal Entertainment Group (the"Corporation").

ARTICLE SECOND
REGISTERED OFFICE AND REGISTERED AGENT

The address of the Corporation's registered office in the State of Delaware is The Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County,
Delaware 19801. The name of the registered agent of the Corporation at such address is The Corporation Trust Company.

ARTICLE THIRD
PURPOSE

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State
of Delaware (the "Delaware General Corporation Law"). The Corporation shall have all power necessary or convenient to the conduct, promotion or
attainment of such acts and activities.

ARTICLE FOURTH
CAPITAL STOCK

A.    The
total number of shares of all classes of capital stock that the Corporation shall have authority to issue is 750,000,000 shares consisting of: (1) 500,000,000
shares of Class A Common Stock, par value $0.001 per share (the"Class A Common Stock"), (2) 200,000,000 shares of Class B
Common Stock, par value $0.001 per share (the"Class B Common Stock"and, together with the Class A

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Common Stock, the"Common Stock") and (3) 50,000,000 shares of Preferred Stock, par value $0.001 per share (the "Preferred Stock"). Except as
otherwise provided herein, the number of authorized shares of Class A Common Stock, Class B Common Stock or
Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding or reserved for issuance upon reclassification or conversion of the Class B Common
Stock or any series of Preferred Stock, or upon the exercise of outstanding options, warrants or other instruments or securities outstanding from time to time that are convertible into, or
exchangeable for Common Stock or Preferred Stock) by the
affirmative vote of a majority of the combined voting power of outstanding shares of capital stock of the Corporation entitled to vote thereon, voting as a single class irrespective of the provisions
of Section 242(b)(2) of the Delaware General Corporation Law (or any successor provision thereto). This paragraph A of Article FOURTH shall not in any way limit the
provisions of Section 242(b)(1) of the Delaware General Corporation Law other than with respect to the elimination of any class vote that would otherwise be required pursuant to
Section 242(b)(2).

B.    The
Board of Directors shall have the full authority permitted by law, at any time and from time to time, to provide for the issuance of shares of Preferred Stock in one
or more series and to determine by resolution or resolutions the following provisions, designations, powers, preferences and relative, participating, optional and other special rights, and the
qualifications, limitations or restrictions, of the shares of any such series of Preferred Stock:



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C.    The
powers, preferences and relative, participating, optional or other special rights, if any, of each series of Preferred Stock, and the qualifications, limitations or
restrictions thereof, if any, may differ from those of any and all other series of Preferred Stock at any time outstanding. All shares of any one series of Preferred Stock shall be identical in all
respects with all other shares of such series, except that shares of any one series issued at different times may differ as to the dates from which dividends thereon shall be cumulative.

D.    Subject
to the other provisions of this Article FOURTH and actions taken by the Board of Directors pursuant to this Article FOURTH:



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E.    In
the event of any liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, and subject to the rights of the holders
of any series of Preferred Stock, the net assets of the Corporation available for distribution to stockholders of the Corporation shall be distributed pro rata to the holders of Common Stock in
accordance with their respective rights and interests and shares of Class B Common Stock shall rankpari passuwith shares of Class A
Common Stock as to such distribution. For purposes of this paragraph E of Article FOURTH, the voluntary sale, conveyance, lease, exchange or transfer (for cash, shares of capital stock,
securities or other consideration) of all or substantially all the assets of the Corporation or a consolidation, merger or other restructuring of the Corporation with or into one or more other
corporations or other entities (whether or not the Corporation is the corporation surviving such consolidation, merger or other restructuring) shall not be deemed to be a liquidation, dissolution or
winding up of the affairs of the Corporation.

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F.    Conversion
of shares of Class B Common Stock shall occur as follows:



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ARTICLE FIFTH
BUSINESS COMBINATIONS WITH INTERESTED STOCKHOLDERS

The Corporation by this provision hereby elects not to be governed by Section 203 of the Delaware General Corporation Law.

ARTICLE SIXTH
BOARD OF DIRECTORS

A.    The
Board of Directors shall be divided into three classes designated as Class I, Class II and Class III, respectively. Directors shall be assigned
to each class in accordance with a resolution or resolutions adopted by the Board of Directors. Each class shall consist, as nearly as may be possible, of one-third of the total number of
directors constituting the entire Board of Directors. At the first annual meeting of stockholders following the date on which the Class A Common Stock becomes registered pursuant to
Section 12 of the Securities Exchange Act of 1934, the term of office of the Class I directors shall expire and Class I directors shall be elected for a full term of
three years. At the second annual meeting of stockholders following such date, the term of office of the Class II directors shall expire and Class II directors shall be elected
for a full term of three years. At the third annual meeting of stockholders following such date, the term of office of the Class III directors shall expire and Class III directors
shall be elected for a full term of three years. At each succeeding annual meeting of stockholders, directors shall be elected for a full term of three years to succeed the directors of
the class whose term expire at such annual meeting. If the number of directors is changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of directors in
each class as nearly equal as possible, and any additional director of any class elected to fill a vacancy resulting from an increase in such class shall hold office for a term that shall coincide
with the remaining term of that class, but in no case will a decrease in the number of directors shorten the term of any incumbent director.

B.    Subject
to any provisions contained in the Corporation's Bylaws regarding the restrictions on and the conditions to the stockholders' ability to call a meeting of the
stockholders of the Corporation, and subject to the next sentence, any director may be removed from office at any time with or without cause, by the affirmative vote of a majority of the combined
voting power of outstanding shares of capital stock of the Corporation entitled to vote thereon, voting as a single class as contemplated under paragraph A of Article FOURTH. During any
period of time that the outstanding shares of Class B Common Stock represent less than a majority of the combined voting power of the outstanding shares of capital stock of the Corporation
entitled to vote thereon, the directors of the Corporation may be removed by the affirmative vote of a majority of the combined voting power of outstanding shares of capital stock of the Corporation
entitled to vote thereon, voting as a single class as contemplated under paragraph A of Article FOURTH, only for cause and only at a meeting of stockholders of the Corporation called for
the purpose in accordance with the Corporation's Bylaws.

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C.    The
number of directors of the Corporation shall be such number as from time to time shall be fixed by, or in the manner provided in, the Bylaws of the Corporation.
Unless and except to the extent that the Bylaws of the Corporation shall otherwise require, the election of directors of the Corporation need not be by written ballot. Except as otherwise provided in
this Certificate of Incorporation, each director of the Corporation shall be entitled to one vote per director on all matters voted or acted upon by the Board of Directors. The business and affairs of
the Corporation shall be managed by or under the direction of the Board of Directors.

ARTICLE SEVENTH
AMENDMENTS

A.    The
Corporation reserves the right to adopt, repeal, alter or amend any provision of this Certificate of Incorporation, in the manner now or hereafter prescribed by the
laws of the State of Delaware and this Certificate of Incorporation, and all rights, preferences and privileges conferred on stockholders, directors, officers, employees, agents and other persons in
this Certificate of Incorporation, if any, are granted subject to this reservation.

B.    Except
where the Board of Directors is permitted by law or by this Certificate of Incorporation to act without any action by the stockholders and except as otherwise
provided by law or as otherwise provided in this Certificate of Incorporation, and subject to any voting rights granted to holders of any outstanding shares of Preferred Stock, provisions of this
Certificate of Incorporation shall not be adopted, repealed, altered or amended, in whole or in part, without the approval of a majority of the combined voting power of the outstanding shares of
capital stock of the Corporation entitled to vote thereon, voting as a single class;provided,however,
that the holders of the outstanding shares of a class shall be entitled to vote as a class upon any proposed amendment of this Certificate of Incorporation (including, without limitation, the
provisions of this paragraph B of Article SEVENTH) that would alter or change the relative powers, preferences or participating, optional or other special rights of the shares of such
class so as to affect them adversely vis-a-vis the holders of any other class. Any increase or decrease (but not below the number of shares thereof then outstanding or reserved
for issuance upon conversion of the Class B Common Stock or any series of Preferred Stock) in the authorized number of shares of any class or classes of capital stock of the Corporation or
creation, authorization or issuance of any rights, options, warrants or other securities convertible into or exchangeable or exercisable for shares of any such class or classes of capital stock shall
be deemed not to affect adversely the powers, preferences or special rights of the shares of Class A Common Stock, Class B Common Stock or Preferred Stock.

ARTICLE EIGHTH
LIMITATION ON DIRECTOR LIABILITY; INDEMNIFICATION

A.    To
the fullest extent permitted by the Delaware General Corporation Law as it now exists and as it may hereafter be amended, no director shall be personally liable to the
Corporation or any of its stockholders for monetary damages for breach of any fiduciary or other duty as a director provided that this provision shall not eliminate or limit the liability of a
director (1) for any breach of the director's duty of loyalty to the Corporation or its stockholders, (2) for acts or omissions not in good faith or that involve intentional misconduct
or a knowing violation of law, (3) under Section 174 of the Delaware
General Corporation Law or (4) for any transaction from which the director derived an improper personal benefit.

B.    The
rights and authority conferred in this Article EIGHTH shall not be exclusive of any other right that any person may otherwise have or hereafter acquire.

C.    Neither
the amendment, alteration or repeal of this Article EIGHTH, nor the adoption of any provision inconsistent with this Article EIGHTH, shall adversely
affect any right or protection of a

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director of the Corporation existing at the time of such amendment, alteration or repeal with respect to acts or omissions occurring prior to such amendment, alteration, repeal or adoption.

D.    Any
person who was or is a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative and whether by or in the right of the Corporation or otherwise (a "proceeding"), by reason of the fact that he or she, or a person of whom he or she is the
legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, partner (limited or general) or agent
of another corporation or of a partnership, joint venture, limited liability company, trust or other enterprise, including service with respect to an employee benefit plan, shall be (and shall be
deemed to have a contractual right to be) indemnified and held harmless by the Corporation (and any successor to the Corporation by merger or otherwise) to the fullest extent authorized by, and
subject to the conditions and (except as provided herein) procedures set forth in the Delaware General Corporation Law, as the same exists or may hereafter be amended (but any such amendment shall not
be deemed to limit or prohibit the rights of indemnification hereunder for past acts or omissions of any such person insofar as such amendment limits or prohibits the indemnification rights that said
law permitted the Corporation to provide prior to such amendment), against all expenses, liabilities and losses (including attorneys' fees, judgments, fines, ERISA taxes or penalties and amounts paid
or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith;provided, however,that the Corporation shall
indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person (except for a suit or action pursuant to paragraph E of
Article EIGHTH) only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. Persons who are not directors or officers of the Corporation and are not
so serving at the request of the Corporation may be similarly indemnified in respect of such service to the extent authorized at any time by the Board of Directors of the Corporation. The
indemnification conferred in this paragraph D of Article EIGHTH also shall include the right to be paid by the Corporation (and such successor) the expenses (including attorneys' fees)
incurred in the defense of or other involvement in any such proceeding in advance of its final disposition;provided, however, that, if and to the extent
the Delaware General Corporation Law requires, the payment of such expenses (including attorneys' fees) incurred by
a director or officer in advance of the final disposition of a proceeding shall be made only upon delivery to the Corporation of an undertaking by or on behalf of such director or officer to repay all
amounts so paid in advance if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this paragraph D of Article EIGHTH or otherwise; and provided
further, that, such expenses incurred by other employees and agents may be so paid in advance upon such terms and conditions, if any, as the
Board of Directors deems appropriate.

E.    If
a claim under paragraph D of Article EIGHTH is not paid in full by the Corporation within sixty days after a written claim has been received by
the Corporation, the claimant may at any time thereafter bring an action against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be
entitled to be paid also the expense of prosecuting such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any
proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standards of conduct that
make it permissible under the Delaware General Corporation Law for the Corporation to indemnify the claimant for the amount claimed or is otherwise not entitled to indemnification under
paragraph D of Article EIGHTH, but the burden of proving such defense shall be on the Corporation. The failure of the Corporation (in the manner provided under the Delaware General
Corporation Law) to have made a determination prior to or after the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in the Delaware General Corporation Law shall not be a defense to the action or create a presumption that the

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claimant has not met the applicable standard of conduct. Unless otherwise specified in an agreement with the claimant, an actual determination by the Corporation (in the manner provided under the
Delaware General Corporation Law) after the commencement of such action that the claimant has not met such applicable standard of conduct shall not be a defense to the action, but shall create a
presumption that the claimant has not met the applicable standard of conduct.

ARTICLE NINTH
AMENDMENTS TO BYLAWS BY THE BOARD OF DIRECTORS

In furtherance and not in limitation of the powers conferred by the Delaware General Corporation Law, the Board of Directors of the Corporation is expressly
authorized and empowered to adopt, amend and repeal the Bylaws of the Corporation.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, Regal Entertainment Group has caused this Amended and Restated Certificate of Incorporation to
be signed by Peter B. Brandow, its Executive Vice President, General Counsel and Secretary, thereunto duly authorized, on this 14th day of May, 2002.

| |  | REGAL ENTERTAINMENT GROUP
| |  | -------------------------
| |  | By:                      
| |  | Name:                    
| |  | Title:                   

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