Exhibit 4.8

$200,000,000

REGAL CINEMAS CORPORATION

93/8% Senior Subordinated Notes due 2012

REGISTRATION RIGHTS AGREEMENT

January
29, 2002

CREDIT
SUISSE FIRST BOSTON CORPORATION
LEHMAN BROTHERS INC.
c/o Credit Suisse First Boston Corporation
        Eleven Madison Avenue
        New York, New York 10010-3629

Dear
Sirs:

Regal
Cinemas Corporation, a Delaware corporation (the "Issuer"), proposes to issue and sell to Credit Suisse First Boston Corporation and
Lehman Brothers Inc. (together, the "Initial Purchasers"), upon the terms set forth in a purchase agreement dated January 17, 2002 (the
"Purchase Agreement"), U.S. $200,000,000 aggregate principal amount of its Series A 93/8% Senior Subordinated Notes due 2012 (the
"Initial Notes") to be guaranteed (the "Guarantees," together with the Initial Notes, the
"Initial Securities") by the guarantors named therein (the "Guarantors" and, collectively with the
Issuer, the "Company"). The Initial Securities will be issued pursuant to an Indenture, dated as of the Closing Date, (the
"Indenture"), among the Issuer, the Guarantors and U.S. Bank National Association, as trustee (the
"Trustee"). As an inducement to the Initial Purchasers to enter into the Purchase Agreement, each of the Issuer and each of the Guarantors agrees with
the Initial Purchasers, for the benefit of the Initial Purchasers and the holders of the Securities (as defined below) (collectively the "Holders"), as
follows:

1.Registered Exchange Offer.Unless not permitted by applicable law (after the Issuer and the Guarantors have
complied with the ultimate paragraph of this Section 1), the Issuer and the Guarantors shall prepare and, within 105 days (such 105th day being a "Filing
Deadline") after the date on which the Initial Purchasers purchase the Initial Securities pursuant to the Purchase Agreement (the "Closing
Date"), file with the Securities and Exchange Commission (the "Commission") a registration statement (the
"Exchange Offer Registration Statement") on an appropriate form under the Securities Act of 1933, as amended (the "Securities
Act"), with respect to a proposed offer (the "Registered Exchange Offer") to the Holders of Transfer Restricted Securities (as
defined in Section 6 hereof), who are not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer, to issue and deliver to such Holders, in exchange for
the Initial Securities, a like aggregate principal amount of debt securities of the Issuer, with guarantees endorsed thereon by the Guarantors, issued under the Indenture, identical in all material
respects to the Initial Securities and registered under the Securities Act (the "Exchange Securities"). Each of the Issuer and the Guarantors shall use
its respective best efforts to (i) cause such Exchange Offer Registration Statement to become effective under the Securities Act at the earliest possible time, but no later than 165 days after the
Closing Date (such 165th day being an "Effectiveness Deadline"), (ii) cause such Exchange Offer Registration Statement to be effective
continuously during the Registered Exchange Offer and (iii) keep the Registered Exchange Offer open for a period of not less than 20 business days (or longer, if required by applicable law) after the
date notice of the Registered Exchange Offer is mailed to the Holders (such period being called the "Exchange Offer Registration Period").

If
the Issuer and the Guarantors commence the Registered Exchange Offer, the Issuer and the Guarantors (i) will be entitled to consummate the Registered Exchange Offer 20 business days
after commencement (provided that the Issuer and the Guarantors have accepted all the Initial Securities

---

theretofore validly tendered in accordance with the terms of the Registered Exchange Offer) and (ii) will be required to consummate the Registered Exchange Offer no later than 30 business days after
the date on which the Exchange Offer Registration Statement is declared effective (such 30th business day being the "Consummation Deadline").

Following
the declaration of the effectiveness of the Exchange Offer Registration Statement, the Issuer and the Guarantors shall promptly commence the Registered Exchange Offer, it being
the objective of such Registered Exchange Offer to enable each Holder of Transfer Restricted Securities electing to exchange the Initial Securities for Exchange Securities (assuming that such Holder
is not an affiliate of the Company within the meaning of the Securities Act, acquires the Exchange Securities in the ordinary course of such Holder's business and has no arrangements with any person
to participate in the distribution of the Exchange Securities and is not prohibited by any law or policy of the Commission from participating in the Registered Exchange Offer) to trade such Exchange
Securities from and after their receipt without any limitations or restrictions under the Securities Act and without material restrictions under the securities laws of the several states of the United
States.

The
Issuer and each of the Guarantors acknowledges that, pursuant to current interpretations by the Commission's staff of Section 5 of the Securities Act, in the absence of an applicable
exemption therefrom, (i) each Holder which is a broker-dealer electing to exchange Initial Securities, acquired for its own account as a result of market making activities or other trading activities,
for Exchange Securities (an "Exchanging Dealer"), is required to deliver a prospectus containing the information set forth in (a) Annex A hereto on the
cover, (b) Annex B hereto in the "Exchange Offer Procedures" section and the "Purpose of the Exchange Offer" section, and (c) Annex C hereto in the "Plan of Distribution" section of such prospectus in
connection with a sale of any such Exchange Securities received by such Exchanging Dealer pursuant to the Registered Exchange Offer and (ii) an Initial Purchaser that elects to sell Securities (as
defined below) acquired in exchange for Initial Securities constituting any portion of an unsold allotment, is required to deliver a prospectus containing the information required by Items 507 or 508
of Regulation S-K under the Securities Act, as applicable, in connection with such sale.

The
Issuer and each of the Guarantors shall use its respective best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the prospectus
contained therein, in order to permit such prospectus to be lawfully delivered by all persons subject to the prospectus delivery requirements of the Securities Act for such period of time as such
persons must comply with such requirements in order to resell the Exchange Securities; provided, however, that (i) in the case where such prospectus and any amendment or supplement thereto must be
delivered by an Exchanging Dealer or an Initial Purchaser, such period shall be the lesser of 180 days and the date on which all Exchanging Dealers and the Initial Purchasers have sold all Exchange
Securities held by them (unless such period is extended pursuant to Section 3(j) below) and (ii) the Issuer and the Guarantors shall make a sufficient number of copies of such prospectus and any
amendment or supplement thereto available to any broker-dealer for use in connection with any resale of any Exchange Securities for a period of not less than 180 days after the consummation of the
Registered Exchange Offer.

If,
upon consummation of the Registered Exchange Offer, any Initial Purchaser holds Initial Securities acquired by it as part of its initial distribution, the Issuer and the Guarantors,
simultaneously with the delivery of the Exchange Securities pursuant to the Registered Exchange Offer, shall issue and deliver to such Initial Purchaser upon the written request of such Initial
Purchaser, in exchange (the "Private Exchange") for the Initial Securities held by such Initial Purchaser, a like principal amount of debt securities of
the Issuer, with guarantees endorsed thereon by the Guarantors, issued under the Indenture and identical in all material respects to the Initial Securities (the "Private
Exchange
Securities"). The Initial Securities, the Exchange Securities and the Private Exchange Securities are herein collectively called the
"Securities".

2

---

In
connection with the Registered Exchange Offer, the Issuer and the Guarantors shall:



As
soon as practicable after the close of the Registered Exchange Offer or the Private Exchange, as the case may be, the Issuer and the Guarantors shall:



The
Indenture will provide that the Exchange Securities will not be subject to the transfer restrictions set forth in the Indenture and that all the Securities will vote and consent
together on all matters as one class and that none of the Securities will have the right to vote or consent as a class separate from one another on any matter.

Interest
on each Exchange Security and Private Exchange Security issued pursuant to the Registered Exchange Offer and in the Private Exchange will accrue from the last interest payment
date on which interest was paid on the Initial Securities surrendered in exchange therefor or, if no interest has been paid on the Initial Securities, from the date of original issue of the Initial
Securities.

Each
Holder participating in the Registered Exchange Offer shall be required to represent to the Issuer and the Guarantors that at the time of the consummation of the Registered Exchange
Offer (i) any Exchange Securities received by such Holder will be acquired in the ordinary course of business, (ii) such Holder will have no arrangements or understanding with any person to
participate in the distribution of the Securities or the Exchange Securities within the meaning of the Securities Act, (iii) such Holder is not an "affiliate," as defined in Rule 405 of the Securities
Act, of the Issuer or any of the Guarantors or if it is an affiliate, such Holder will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable,
(iv) if such Holder is not a broker-dealer, that it is not engaged in, and does not intend to engage in, the distribution of the Exchange Securities and (v) if such Holder is a broker-dealer, that it
will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities and that it will be
required to acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities.

Notwithstanding
any other provisions hereof, the Issuer and the Guarantors will ensure that (i) any Exchange Offer Registration Statement and any amendment thereto and any prospectus
forming part thereof and any supplement thereto complies in all material respects with the Securities Act and the rules and regulations thereunder, (ii) any Exchange Offer Registration Statement and
any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the
statements therein not misleading and (iii) any prospectus forming part of any Exchange Offer Registration Statement, and any supplement to such prospectus, does not include an untrue statement of a
material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not
misleading.

3

---

If following the date hereof there has been announced a change in Commission policy with respect to exchange offers that in the reasonable opinion of counsel to the Issuer and the
Guarantors raises a substantial question as to whether the Registered Exchange Offer is permitted by applicable federal law, the Issuer and the Guarantors will seek a no-action letter or other
favorable decision from the Commission allowing the Issuer and the Guarantors to consummate the Registered Exchange Offer is such a no-action letter or decision is obtainable under then existing law
or Commission policy. The Issuer and the Guarantors will pursue the issuance of such a decision to the Commission staff level. In connection with the foregoing, the Issuer and each of the Guarantors
will take all such other actions as may be requested by the Commission or otherwise required in connection with the issuance of such decision, including without limitation (i) participating in
telephonic conferences with the Commission, (ii) delivering to the Commission staff an analysis prepared by counsel to the Issuer and the Guarantors setting forth the legal bases, if any, upon
which such counsel has concluded that the Registered Exchange Offer should be permitted and (iii) diligently pursuing a resolution (which need not be favorable) by the Commission staff.

2.Shelf Registration.If, (i) because of any change in law or in applicable interpretations thereof by
the staff of the Commission, the Issuer and the Guarantors are not permitted to effect a Registered Exchange Offer, as contemplated by Section 1 hereof or (ii) any Holder of the Initial
Securities which are Transfer Restricted Securities notifies the Company prior to the 20th business day following the consummation of the Registered Exchange Offer that (a) it is prohibited by
law or Commission policy from participating in the Registered Exchange Offering, (b) it may not resell the Exchange Securities acquired by it in the Registered Exchange Offer to the public
without delivering a prospectus, and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by it, or (c) it is a broker-deal and
holds the Exchange Securities acquired directly from the Company or any of the Company's affiliates, the Issuer and each of the Guarantors shall take the following actions (the date on which any of
the conditions described in the foregoing clauses (i) and (ii) occur, including in the case of clause (ii) the receipt of the required notice, being a "Trigger
Date"):



4

---



3.Registration Procedures.In connection with any Shelf Registration contemplated by Section 2 hereof
and, to the extent applicable, any Registered Exchange Offer contemplated by Section 1 hereof, the following provisions shall apply:



5

---



6

---





7

---



8

---



4.Registration Expenses:



9

---







5.Indemnification.



10

---



11

---



12

---

6.Liquidated Damages Under Certain Circumstances.



13

---



7.Rules 144A.The Issuer and each of the Guarantors shall use its best efforts to file the reports required to
be filed by it under the Securities Act and the Exchange Act in a timely manner and, if at any time the Issuer or any of the Guarantors is not required to file such reports, it will, upon the request
of any Holder of Securities, in connection with any potential sale of any Securities by such Holder, make publicly available the information required by Rule 144A(d)(4). The Issuer and each of
the Guarantors will provide a copy of this Agreement to prospective purchasers of Initial Securities identified to the Issuer by the Initial Purchasers upon request.

8.Underwritten Registrations.If any of the Transfer Restricted Securities covered by any Shelf Registration
are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering ("Managing
Underwriters") will be selected by the Holders of a majority in aggregate principal amount of such Transfer Restricted Securities to be included in such offering.

No
person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person's Transfer Restricted Securities on the basis reasonably
provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney,
indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

9.Miscellaneous.



14

---



15

---



16

---

If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Issuer a counterpart hereof, whereupon this instrument, along with all
counterparts, will become a binding agreement among the several Initial Purchasers, the Issuer and the Guarantors in accordance with its terms.

| |  | Very truly yours,        
| |  | -------------------------
| |  | ISSUER                   
| |  | REGAL CINEMAS CORPORATION
| |  |                          
| |  |                          
| |  |                          
| |  | GUARANTORS               
| |  | REGAL CINEMAS, INC.      
| |  | By:                      
| |  |                          
| |  |                          
| |  | R.C. COBB, INC.          
| |  | By:                      
| |  |                          
| |  |                          
| |  | COBB FINANCE CORP.       
| |  | By:                      
| |  |                          
| |  |                          
| |  | REGAL INVESTMENT COMPANY 
| |  | By:                      
| |  |                          
| |  |                          
| |  | ACT III CINEMAS, INC.    
| |  | By:                      
| |  |                          
| |  |                          
| |  | ACT III THEATRES, INC.   
| |  | By:                      
| |  |                          
| |  |                          

17

---

| |  | A 3 THEATRES OF TEXAS, INC.      
| |  | ---------------------------------
| |  | By:                              
| |  |                                  
| |  |                                  
| |  | A 3 THEATRES OF SAN ANTONIO, LTD.
| |  | By:                              
| |  | By:                              
| |  |                                  
| |  |                                  
| |  | GENERAL AMERICAN THEATRES, INC.  
| |  | By:                              
| |  |                                  
| |  |                                  
| |  | BROADWAY CINEMAS, INC.           
| |  | By:                              
| |  |                                  
| |  |                                  
| |  | TEMT ALASKA, INC.                
| |  | By:                              
| |  |                                  
| |  |                                  
| |  | JR CINEMAS, INC.                 
| |  | By:                              
| |  |                                  
| |  |                                  
| |  | EASTGATE THEATRES, INC.          
| |  | By:                              
| |  |                                  
| |  |                                  
| |  | REGAL CINEMAS HOLDINGS, INC.     
| |  | By:                              
| |  |                                  
| |  |                                  

18

---

| |  | REGAL CINEMAS GROUP, INC.
| |  | -------------------------
| |  | By:                      
| |  |                          
| |  |                          

|The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. |  |            
|---------------------------------------------------------------------------------------------------------------- |  | -----------
|CREDIT SUISSE FIRST BOSTON CORPORATION                                                                           |  |            
|By:                                                                                                              |  | [ILLEGIBLE]
|                                                                                                                 |  | Name:      
|                                                                                                                 |  | Title:     
|LEHMAN BROTHERS INC.                                                                                             |  |            
|By:                                                                                                              |  | [ILLEGIBLE]
|                                                                                                                 |  | Name:      
|                                                                                                                 |  | Title:     

19

---



ANNEX A

Each
broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale
of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within
the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in
exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company and each of the
Guarantors has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make a sufficient number of copies of this Prospectus available to any broker-dealer for use
in connection with any such resale. See "Plan of Distribution."

A-1

---



ANNEX B

Each
broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result
of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See "Plan of Distribution."

B-1

---



ANNEX C

PLAN OF DISTRIBUTION

Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in
connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange
Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for
a period of 180 days after the Expiration Date, it will make a sufficient number of copies this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any
such resale. In addition, until                             , 20    , all dealers
effecting transactions in the Exchange Securities may be required to deliver a prospectus.

The
Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the
Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a
combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly
to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities.
Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such
Exchange Securities may be deemed to be an "underwriter" within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by
any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

For
a period of 180 days after the Expiration Date the Company will promptly send a sufficient number of additional copies of this Prospectus and any amendment or supplement to this
Prospectus to
any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all expenses incident to the Exchange Offer (including the expenses of one counsel for the
Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities,
including liabilities under the Securities Act.

C-1

---



ANNEX D

o        CHECK
HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR
SUPPLEMENTS THERETO.

| |  | Name:    |  |  |  | 
| |  | -------- |  |  |  | 
| |  |          |  |  |  | 
| |  | Address: |  |  |  | 
| |  |          |  |  |  | 

If
the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities. If the
undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading
activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned
will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

D-1

---

QuickLinks