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                                                                     EXHIBIT 4.6

                                                                   PLAN DOCUMENT



                      1998 STOCK PURCHASE AND OPTION PLAN
                              FOR KEY EMPLOYEES OF
                              REGAL CINEMAS, INC.


1.       Purpose of Plan

         The 1998 Stock Purchase and Option Plan for Key Employees of Regal
Cinemas, Inc. (the "Plan") is designed:

         (a)  to promote the long term financial interests and growth of Regal
Cinemas, Inc. (the "Company") and its subsidiaries by attracting and retaining
management personnel with the training, experience and ability to enable them
to make a substantial contribution to the success of the Company's business;

         (b)  to motivate management personnel by means of growth-related
incentives to achieve long range goals; and

         (c)  to further the alignment of interests of participants with those
of the stockholders of the Company through opportunities for increased stock,
or stock-based ownership in the Company.

2.       Definitions

         As used in the Plan, the following words shall have the following
meanings:

         (a)     "Affiliate" means with respect to any Person, any entity
directly or indirectly controlling, controlled by or under common control with
such Person.

         (b)     "Board of Directors" means the Board of Directors of the
Company.

         (c)     "Change of Control" means (i) a sale of all or substantially
all of the assets of the Company to a Person or Group who is not an Affiliate
of Kohlberg Kravis Roberts & Co., L.P. ("KKR") or Hicks, Muse, Tate & Furst
Incorporated ("Hicks Muse"), (ii) a sale by the Company, KKR or Hicks Muse or
any of their respective Affiliates resulting in more than 50% of the voting
stock of the Company being held by a Person or Group that does not include KKR
or Hicks Muse or any of their respective Affiliates or (iii) a merger or
consolidation of the Company into another Person which is not an Affiliate of
KKR or Hicks Muse; if and only if any such event listed in (i) through (iii)
above results in the inability of KKR and/or Hicks Muse to elect a majority of
the Board of Directors of the Company or the resulting entity.
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         (d)     "Committee" means the Compensation Committee of the Board of
Directors.

         (e)     "Common Stock" or "Share" means common stock of the Company
which may be authorized but unissued, or issued and reacquired.

         (f)     "Employee" means a person, including an officer, in the
regular employment of the Company or one of its Subsidiaries who, in the
opinion of the Committee, is, or is expected to be, primarily responsible for
the management, growth or protection of some part or all of the business of the
Company.

         (g)     "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

         (h)     "Fair Market Value" means such value of a Share as reported
for stock exchange transactions if listed on an exchange, or if not so listed,
as determined in accordance with any applicable resolutions or regulations of
the Committee in effect at the relevant time; provided that if a Participant is
a party to a management stockholder's agreement with the Company, the
applicable provisions of such management stockholder's agreement will apply.

         (i)     "Grant" means an award made to a Participant pursuant to the
Plan and described in Paragraph 5, including, without limitation, an award of
an Incentive Stock Option, Stock Option, Stock Appreciation Right, Dividend
Equivalent Right, Restricted Stock, Purchase Stock, Performance Units,
Performance Shares or Other Stock-Based Grant or any combination of the
foregoing.

         (j)     "Grant Agreement" means an agreement between the Company and a
Participant that sets forth the terms, conditions and limitations applicable to
a Grant.

         (k)     "Group" means two or more Persons acting together as a
partnership, limited partnership, syndicate or other group for the purpose of
acquiring, holding or disposing of securities of the Company.

         (l)     "Stock-Based Grants" means the collective reference to the
grant of Stock Appreciation Rights, Dividend Equivalent Rights, Restricted
Stocks, Performance Units, Performance Shares and Other Stock Based-Grants.

         (m)     "Participant" means an Employee, or other person having a
relationship with the Company or one of its Subsidiaries, to whom one or more
Grants have been made and such Grants have not all been forfeited or terminated
under the Plan; provided, however, a non-employee director of the Company or
one of its Subsidiaries may not be a Participant.

         (n)     "Person" means an individual, partnership, corporation,
business trust, joint stock company, trust, unincorporated association, joint
venture, governmental authority or other entity of whatever nature.
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         (o)     "Stock Options" means the collective reference to "Incentive
Stock Options" and "Non-Qualified Stock Options".

         (p)     "Subsidiary" means any corporation in an unbroken chain of
corporations beginning with the Company if each of the corporations, or group
of commonly controlled corporations, other than the last corporation in the
unbroken chain then owns stock possessing 50% or more of the total combined
voting power of all classes of stock in one of the other corporations in such
chain.

3.       Administration of Plan

         (a)     The Plan shall be administered by the Committee; provided,
however, that the members of the Committee shall qualify to administer the Plan
for purposes of Rule 16b-3 (and any other applicable rule) promulgated under
Section 16(b) of the Exchange Act to the extent that the Company is subject to
such rule.  The Committee may adopt its own rules of procedure, and action of a
majority of the members of the Committee taken at a meeting, or action taken
without a meeting by unanimous written consent, shall constitute action by the
Committee.  The Committee shall have the power and authority to administer,
construe and interpret the Plan, to make rules for carrying it out and to make
changes in such rules.  Any such interpretations, rules, and administration
shall be consistent with the basic purposes of the Plan.

         (b)     The Committee may delegate to the Chief Executive Officer and
to other senior officers of the Company its duties under the Plan subject to
such conditions and limitations as the Committee shall prescribe except that
only the Committee may designate and make Grants to Participants who are
subject to Section 16 of the Exchange Act.

         (c)     The Committee may employ attorneys, consultants, accountants,
appraisers, brokers or other persons.  The Committee, the Company, and the
officers and directors of the Company shall be entitled to rely upon the
advice, opinions or valuations of any such persons.  All actions taken and all
interpretations and determinations made by the Committee in good faith shall be
final and binding upon all Participants, the Company and all other interested
persons.  No member of the Committee shall be personally liable for any action,
determination or interpretation made in good faith with respect to the Plan or
the Grants, and all members of the Committee shall be fully protected by the
Company with respect to any such action, determination or interpretation.

4.       Eligibility

         The Committee may from time to time make Grants under the Plan to such
Employees, or other persons having a relationship with Company or any of its
Subsidiaries, and in such form and having such terms, conditions and
limitations as the Committee may determine.  No Grants may be made under this
Plan to non-employee directors of Company or any of its Subsidiaries.  The
terms, conditions and limitations of each Grant under the Plan shall be set
forth in a Grant Agreement, in a form approved by the Committee, consistent,
however, with the terms of the Plan; provided, however, that such Grant
Agreement shall
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contain provisions dealing with the treatment of Grants in the event of the
termination, death or disability of a Participant, and may also include
provisions concerning the treatment of Grants in the event of a Change of
Control of the Company.

5.       Grants

         From time to time, the Committee will determine the forms and amounts
of Grants for Participants.  Such Grants may take the following forms in the
Committee's sole discretion:

         (a)  Incentive Stock Options - These are stock options within the
meaning of Section 422 of the Internal Revenue Code of 1986, as amended
("Code"), to purchase Common Stock.  In addition to other restrictions
contained in the Plan, an option granted under this Paragraph 5(a), (i) may not
be exercised more than 10 years after the date it is granted, (ii) may not have
an option price less than the Fair Market Value of Common Stock on the date the
option is granted, (iii) must otherwise comply with Code Section 422, and (iv)
must be designated as an "Incentive Stock Option" by the Committee.  The
maximum aggregate Fair Market Value of Common Stock (determined at the time of
Grant) with respect to which any Participant may first exercise Incentive Stock
Options under this Plan and any Incentive Stock Options granted to the
Participant for such year under any plans of the Company or any Subsidiary in
any calendar year is $100,000.  Payment of the option price shall be made in
cash or in Shares, or a combination thereof, in accordance with the terms of
the Plan, the Grant Agreement, and of any applicable guidelines of the
Committee in effect at the time.

         (b)  Non-Qualified Stock Options - These are options to purchase
Common Stock which are not designated by the Committee as "Incentive Stock
Options".  At the time of Grant the Committee shall determine, and shall
include in the Grant Agreement or other Plan rules, the option exercise period,
the option price, and such other conditions or restrictions on the grant or
exercise of the option as the Committee deems appropriate.  In addition to
other restrictions contained in the Plan, an option granted under this
Paragraph 5(b), (i) may not be exercised more than 10 years after the date it
is granted and (ii) may not have an option exercise price less than 50% of the
Fair Market Value of Common Stock on the date the option is granted.  Payment
of the option price shall be made in cash or in Shares, or a combination
thereof, in accordance with the terms of the Plan, the Grant Agreement and of
any applicable guidelines of the Committee in effect at the time.

         (c)  Stock Appreciation Rights - These are rights that on exercise
entitle the holder to receive the excess of (i) the Fair Market Value of a
share of Common Stock on the date of exercise over (ii) the Fair Market Value
on the date of Grant (the "base value") multiplied by (iii) the number of
rights exercised as determined by the Committee.  Stock Appreciation Rights
granted under the Plan may, but need not be, granted in conjunction with an
Option under Paragraph 5(a) or 5(b).  The Committee, in the Grant Agreement or
by other Plan rules, may impose such conditions or restrictions on the exercise
of Stock Appreciation Rights as it deems appropriate, and may terminate, amend,
or suspend such Stock Appreciation Rights at any time.  No Stock Appreciation
Right granted under this Plan may be exercised less than 6 months or more than
10 years after the date it is granted except in the event of death or
disability of a Participant.  To the extent that any Stock Appreciation Right
that shall have
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become exercisable, but shall not have been exercised or cancelled or, by
reason of any termination of employment, shall have become non-exercisable, it
shall be deemed to have been exercised automatically, without any notice of
exercise, on the last day of which it is exercisable, provided that any
conditions or limitations on its exercise are satisfied (other than (i) notice
of exercise and (ii) exercise or election to exercise during the period
prescribed) and the Stock Appreciation Right shall then have value.  Such
exercise shall be deemed to specify that the holder elects to receive cash and
that such exercise of a Stock Appreciation Right shall be effective as of the
time of automatic exercise.

         (d)  Restricted Stock - Restricted Stock is Common Stock delivered to
a Participant with or without payment of consideration with restrictions or
conditions on the Participant's right to transfer or sell such stock; provided
that the price of any Restricted Stock delivered for consideration and not as
bonus stock may not be less than 50% of the Fair Market Value of Common Stock
on the date such Restricted Stock is granted or the price of such Restricted
Stock may be the par value.  If a Participant irrevocably elects in writing in
the calendar year preceding a Grant of Restricted Stock, dividends paid on the
Restricted Stock granted may be paid in shares of Restricted Stock equal to the
cash dividend paid on Common Stock.  The number of shares of Restricted Stock
and the restrictions or conditions on such shares shall be as the Committee
determines, in the Grant Agreement or by other Plan rules, and the certificate
for the Restricted Stock shall bear evidence of the restrictions or conditions.
No Restricted Stock may have a restriction period of less than 6 months, other
than in the case of death or disability.

         (e)  Purchase Stock - Purchase Stock are shares of Common Stock
offered to a Participant at such price as determined by the Committee, the
acquisition of which will make him eligible to receive under the Plan,
including, but not limited to, Non-Qualified Stock Options; provided, however,
that the price of such Purchase Shares may not be less than 50% of the Fair
Market Value of the Common Stock on the date such shares of Purchase Stock are
offered.

         (f)  Dividend Equivalent Rights - These are rights to receive cash
payments from the Corporation at the same time and in the same amount as any
cash dividends paid on an equal number of shares of Common Stock to
shareholders of record during the period such rights are effective.  The
Committee, in the Grant Agreement or by other Plan rules, may impose such
restrictions and conditions on the Dividend Equivalent Rights, including the
date such rights will terminate, as it deems appropriate, and may terminate,
amend, or suspend such Dividend Equivalent Rights at any time.

         (g)  Performance Units - These are rights to receive at a specified
future date, payment in cash of an amount equal to all or a portion of the
value of a unit granted by the Committee.  At the time of the Grant, in the
Grant Agreement or by other Plan rules, the Committee must determine the base
value of the unit, the performance factors applicable to the determination of
the ultimate payment value of the unit and the period over which Corporation
performance will be measured.  These factors must include a minimum performance
standard for the Corporation below which no payment will be made and a
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maximum performance level above which no increased payment will be made.  The
term over which Corporation performance will be measured shall be not less than
six months.

         (h)  Performance Shares - These are rights to receive at a specified
future date, payment in cash or Common Stock, as determined by the Committee,
of an amount equal to all or a portion of the Fair Market Value for all days
that the Common Stock is traded during the last forty-five (45) days of the
specified period of performance of a specified number of shares of Common Stock
at the end of a specified period based on Corporation performance during the
period.  At the time of the Grant, the Committee, in the Grant Agreement or by
Plan rules, will determine the factors which will govern the portion of the
rights so payable and the period over which Corporation performance will be
measured.  The factors will be based on Corporation performance and must
include a minimum performance standard for the Corporation below which no
payment will be made and a maximum performance level above which no increased
payment will be made.  The term over which Corporation performance will be
measured shall be not less than six months.  Performance Shares will be granted
for no consideration.

         (i)  Other Stock-Based Grants - The Committee may make other Grants
under the Plan pursuant to which shares of Common Stock (which may, but need
not, be shares of Restricted Stock pursuant to Paragraph 5(d)), are or may in
the future be acquired, or Grants denominated in stock units, including ones
valued using measures other than market value.  Other Stock-Based Grants may be
granted with or without consideration; provided, however, that the price of any
such Grant made for consideration that provides for the acquisition of shares
of Common Stock or other equity securities of the Corporation may not be less
than 50% of the Fair Market Value of the Common Stock or such other equity
securities on the date of grant of such Grant.  Such Other Stock-Based Grants
may be made alone, in addition to or in tandem with any Grant of any type made
under the Plan and must be consistent with the purposes of the Plan.

6.       Limitations and Conditions

         (a)     The number of Shares available for Grants under this Plan
shall be 30 million.  Unless restricted by applicable law, Shares related to
Grants that are forfeited, terminated, cancelled or expire unexercised, shall
immediately become available for Grants.

         (b)     No Grants shall be made under the Plan beyond ten years after
the effective date of the Plan, but the terms of Grants made on or before the
expiration of the Plan may extend beyond such expiration.  At the time a Grant
is made or amended or the terms or conditions of a Grant are changed, the
Committee may provide for limitations or conditions on such Grant.

         (c)     Nothing contained herein shall affect the right of the Company
to terminate any Participant's employment at any time or for any reason.

         (d)     Deferrals of Grant payouts may be provided for, at the sole
discretion of the Committee, in the Grant Agreements.
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         (e)     Except as otherwise prescribed by the Committee, the amount of
the Grants for any employee of a Subsidiary, along with interest, dividend, and
other expenses accrued on deferred Grants, shall be charged to the
Participant's employer during the period for which the Grant is made.  If the
Participant is employed by more than one Subsidiary or by both the Company and
a Subsidiary during the period for which the Grant is made, the Participant's
Grant and related expenses will be allocated between the companies employing
the Participant in a manner prescribed by the Committee.

         (f)     Other than as specifically provided in the Form of Management
Stockholder's Agreement attached hereto as Exhibit A, no benefit under the Plan
shall be subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance, or charge, and any attempt to do so shall be
void.  No such benefit shall, prior to receipt thereof by the Participant, be
in any manner liable for or subject to the debts, contracts, liabilities,
engagements, or torts of the Participant.

         (g)     Participants shall not be, and shall not have any of the
rights or privileges of, stockholders of the Company in respect of any Shares
purchasable in connection with any Grant unless and until certificates
representing any such Shares have been issued by the Company to such
Participants.

         (h)     No election as to benefits or exercise of any Grant may be
made during a Participant's lifetime by anyone other than the Participant
except by a legal representative appointed for or by the Participant.

         (i)     Absent express provisions to the contrary, any Grant under
this Plan shall not be deemed compensation for purposes of computing benefits
or contributions under any retirement plan of the Company or its Subsidiaries
and shall not affect any benefits under any other benefit plan of any kind now
or subsequently in effect under which the availability or amount of benefits is
related to level of compensation.  This Plan is not a "Retirement Plan" or
"Welfare Plan" under the Employee Retirement Income Security Act of 1974, as
amended.

         (j)     Unless the Committee determines otherwise, no benefit or
promise under the Plan shall be secured by any specific assets of the Company
or any of its Subsidiaries, nor shall any assets of the Company or any of its
Subsidiaries be designated as attributable or allocated to the satisfaction of
the Co mpany's obligations under the Plan.

7.       Transfers and Leaves of Absence

         For purposes of the Plan, unless the Committee determines otherwise:
(a) a transfer of a Participant's employment without an intervening period of
separation among the Company and any Subsidiary shall not be deemed a
termination of employment, and (b) a Participant who is granted in writing a
leave of absence shall be deemed to have remained in the employ of the Company
during such leave of absence.
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8.       Adjustments

         In the event of any change in the outstanding Common Stock by reason
of a stock split, spin-off, stock dividend, stock combination or
reclassification, recapitalization or merger, Change of Control, or similar
event, the Committee may adjust appropriately the number of Shares subject to
the Plan and available for or covered by Grants and Share prices related to
outstanding Grants and make such other revisions to outstanding Grants as it
deems are equitably required.

9.       Merger, Consolidation, Exchange,
         Acquisition, Liquidation or Dissolution

         In its absolute discretion, and on such terms and conditions as it
deems appropriate, coincident with or after the grant of any Stock Option or
any Stock-Based Grant, the Committee may provide that such Stock Option or
Stock-Based Grant cannot be exercised after the merger or consolidation of the
Company into another corporation, the exchange of all or substantially all of
the assets of the Company for the securities of another corporation, the
acquisition by another corporation of 80% or more of the Company's then
outstanding shares of voting stock or the recapitalization, reclassification,
liquidation or dissolution of the Company, and if the Committee so provides, it
may, in its absolute discretion and on such terms and conditions as it deems
appropriate also provide, either by the terms of such Stock Option or
Stock-Based Grant or by a resolution adopted prior to the occurrence of such
merger, consolidation, exchange, acquisition, recapitalization,
reclassification, liquidation or dissolution, that, for some period of time
prior to such event, such Stock Option or Stock-Based Grant shall be
exercisable as to all Shares subject thereto, notwithstanding anything to the
contrary herein (but subject to the provisions of Paragraph 6(b)) and that,
upon the occurrence of such event, such Stock Option or Stock-Based Grant shall
terminate and be of no further force or effect; provided, however, that the
Committee may also provide, in its absolute discretion, that even if the Stock
Option or Stock-Based Grant shall remain exercisable after any such event, from
and after such event, any such Stock Option or Stock-Based Grant shall be
exercisable only for the kind and amount of securities and/or other property, or
the cash equivalent thereof (as determined by the Committee in good faith),
receivable as a result of such event by the holder of a number of shares of
stock for which such Stock Option or Stock- Based Grant could have been
exercised immediately prior to such event.

10.      Amendment and Termination

         The Committee shall have the authority to make such amendments to any
terms and conditions applicable to outstanding Grants as are consistent with
this Plan provided that no such action shall modify any Grant in a manner
adverse to the Participant without the Participant's consent except as such
modification is provided for or contemplated in the terms of the Grant or this
Plan (except that any adjustment that is made pursuant to Paragraph 8 or 9
hereof shall be made by the Committee in good faith).

         The Board of Directors may amend, suspend or terminate the Plan except
that no such action, other than an action under Paragraph 8 or 9 hereof, may be
taken which would,
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without shareholder approval, increase the aggregate number of Shares available
for Grants under the Plan, decrease the price of outstanding Grants, change the
requirements relating to the Committee or extend the term of the Plan.

11.      Foreign Options and Rights

         The Committee may make Grants to Employees who are subject to the laws
of nations other than the United States, which Grants may have terms and
conditions that differ from the terms thereof as provided elsewhere in the Plan
for the purpose of complying with foreign laws.

12.      Withholding Taxes

         The Company shall have the right to deduct from any cash payment made
under the Plan any federal, state or local income or other taxes required by
law to be withheld with respect to such payment.  It shall be a condition to
the obligation of the Company to deliver Shares upon the exercise of a Stock
Option or Stock Appreciation Right upon payment of performance units or shares,
upon delivery of Restricted Stock or upon exercise, settlement or payment of
any Other Stock-Based Grant that the Participant pay to the Company such amount
as may be requested by the Company for the purpose of satisfying any liability
for such withholding taxes.  Any Grant Agreement may provide that the
Participant may elect, in accordance with any conditions set forth in such
Grant Agreement, to pay a portion or all of such withholding taxes in Shares.

13.      Effective Date and Termination Dates

         The Plan shall be effective on and as of the date of its approval by
the stockholders of the Company and shall terminate ten years later, subject to
earlier termination by the Board of Directors pursuant to Paragraph 10.