MODIFICATION NO. 10


THIS EIGHTH AMENDMENT AGREEMENT is made as of the 17th day of 
February, 1997.

B E T W E E N:

	CINEPLEX ODEON CORPORATION
	a corporation incorporated under the
	laws of the Province of Ontario

	("Cineplex")


	- and -


	PLITT THEATRES, INC.
	a corporation incorporated under the
	laws of the State of Delaware

	("Plitt")


	- and -

	CINEPLEX ODEON (QUEBEC) INC.
	RKO CENTURY WARNER THEATRES, INC.
	THE WALTER READE ORGANIZATION, INC.
	PLITT SOUTHERN THEATRES, INC.
	MANBECK THEATRE CORPORATION

	(collectively, the "Guarantors")


	- and -


	THE BANK OF NOVA SCOTIA
	NATIONAL BANK OF CANADA
	THE BANK OF NEW YORK
	ROYAL BANK OF CANADA

	(collectively, the "Banks")

	- and -


	THE BANK OF NOVA SCOTIA
	in its capacity as agent for the Banks
	(the "Agent")


	- and -


	THE BANK OF NOVA SCOTIA
	as operating lender
	(the "Operating Lender")



WHEREAS:

A.	Cineplex, Plitt, the Banks and the Agent entered into a credit 
agreement dated as of 23 June 1994 pursuant to which the Banks 
established a reducing/revolving term credit facility in favour of 
Cineplex and Plitt, which agreement has been amended by a Waiver 
Agreement made as of 25 October 1994, a Second Amendment Agreement 
made as of 31 March 1995, a Second Waiver Agreement made as of 19 
September 1995, a Third Amendment Agreement made as of 30 September 
1995, a Consent made as of 15 December 1995, a Fourth Amendment 
Agreement made as of 9 February 1996, a Fifth Amendment Agreement 
made as of 26 March 1996, a Sixth Amendment Agreement made as of 16 
August 1996 and a Seventh Amendment Agreement made as of 31 October 
1996 (such credit agreement as so amended and as further 
supplemented, amended, restated or replaced from time to time, the 
"Credit Agreement").

B.	Cineplex and the Operating Lender entered into a letter loan 
agreement dated 23 June 1994 (as the same may be amended, 
supplemented, restated or replaced from time to time, the 
"Operating Credit Agreement") pursuant to which the Operating 
Lender established in favour of Cineplex a revolving operating 
credit facility.

C.	Pursuant to the Credit Agreement and the Operating Credit 
Agreement, each of the Guarantors has provided a Guarantee.

D.	Cineplex has requested that certain provisions of the Credit 
Agreement be amended to provide greater operational flexibility and 
the Banks and the Operating Lender have agreed to such requests.

E.	The Banks and the Operating Lender have agreed to such 
requests on the terms set forth herein and the parties hereto are 
entering into to this Agreement to evidence their agreement with 
respect to such requests, to set forth the terms and conditions 
upon which such agreements by the Banks and the Operating Lender 
are made and to deal with the other matters set forth herein.

	NOW THEREFORE in consideration of these premises and for other 
good and valuable consideration, the receipt and sufficiency of 
which are hereby acknowledged, the parties hereto 
agree as follows:

Section 1 - Interpretation

	Capitalized terms used herein, unless otherwise defined or 
indicated herein, have the respective meanings ascribed thereto in 
the Credit Agreement.  This Agreement amends the Credit Agreement 
effective from and after the date hereof.  This Agreement and the 
Credit Agreement shall be read together and have effect so far as 
practicable as though the provisions thereof and the relevant 
provisions hereof are contained in one agreement.

Section 2 - Amendment to Financial Covenants

	Section 7.08 of the Credit Agreement is amended so that it 
reads as follows:

	"Funded Indebtedness Coverage:  Cineplex shall maintain, 
on a consolidated basis, a ratio of (a) Funded 
Indebtedness to (b) Cash Flow for the last four full 
fiscal quarters, calculated as at the dates shown below 
of not greater than:

		6.75:1	up to and including September 30, 1994
		6.25:1	at December 31, 1994
		8.20:1	at March 31, 1995
		8.00:1	at June 30, 1995, September 30, 1995 and 
December 31, 1995
		6.55:1	at March 31, 1996 and June 30, 1996
		6.45:1	at September 30, 1996
		7.12:1	at December 31, 1996
		8.00:1	at March 31, 1997 and June 30, 1997
		7.10:1	at September 30, 1997
		7.00:1	at December 31, 1997
		4.00:1	at the end of each fiscal quarter 
thereafter."

	Section 7.09 of the Credit Agreement is amended so that it 
reads as follows:

	"Cash Flow to Interest Expense:  Cineplex shall 
maintain, on a consolidated basis, a ratio of (a) Cash 
Flow for the last four full fiscal quarters to (b) 
Interest Expense for the last four full fiscal quarters, 
calculated as at the dates shown below of at least:

		1.60:1	up to and including December 31, 1994
		1.30:1	at March 31, 1995 and June 30, 1995
		1.20:1	at September 30, 1995 and December 31, 
1995
		1.30:1	at March 31, 1996 and June 30, 1996
		1.40:1	at September 30, 1996
		1.37:1	at December 31, 1996
		1.20:1	at March 31, 1997 and June 30, 1997
		1.40:1	at September 30, 1997 and December 31, 1997 
		2.00:1	at the end of each fiscal quarter thereafter;

	provided that, in the calculation of Cash Flow for the 
purposes of this covenant only, the amounts referred to 
in subparagraph 1.01(y)(iii)(F) will be added back to 
the extent deducted and the amounts referred to in 
subparagraph 1.01(y)(iv) which arose prior to the date 
of acquisition will be deducted to the extent added."

	Section 7.10 of the Credit Agreement is amended so that it 
reads as follows:

	"Senior Debt to Cash Flow:  Cineplex shall maintain, on 
a consolidated basis, a ratio of (a) Senior Debt to (b) 
Cash Flow for the last four full fiscal quarters, 
calculated as at the dates shown below of not greater 
than the following:

		4.00:1	up to and including September 30, 1994
		3.75:1	at December 31, 1994
		4.30:1	at March 31, 1995 and June 30, 1995
		4.00:1	at September 30, 1995 and December 31, 
1995
		3.00:1	at March 31, 1996, June 30, 1996, 
September 30, 1996 and December 31, 1996
		3.55:1	at March 31, 1997 and June 30, 1997
		3.15:1	at September 30, 1997 
		3.00:1	at December 31, 1997 and at the end of each 
fiscal quarter thereafter."

	Section 7.11 of the Credit Agreement is amended so that 
it reads as follows:

	"Cash Flow to Proforma Debt Service:  Cineplex shall 
maintain, on a consolidated basis, a ratio of (a) Cash 
Flow for the last four fiscal quarters to (b) Proforma 
Debt Service greater than:

		1:10:1	up to and including December 31, 1996
		1.00:1	at March 31, 1997, June 30, 1997, September 
30, 1997 and December 31, 1997
		1.35:1	at March 31, 1998, June 30, 1998 and 
September 30, 1998
		1:55:1	at the end of each fiscal 
quarter thereafter."

Section 3 - Conditions Precedent to Effectiveness of this Amendment 
Agreement

	This Eighth Amendment Agreement shall only become binding on 
the Banks upon satisfaction of the following conditions precedent:

	(a)	execution of this Eighth Amendment Agreement by the 
Super Majority Banks in accordance with Section 
12.01(ii) of the Credit Agreement; and

	(b)	payment of the amendment fee as contemplated by 
Section 4 below.

Section 4 - Amendment Fee

	Each of Cineplex, Plitt and the Guarantors agrees that an 
amendment fee in the amount of U.S. $147,930 shall be payable by 
Cineplex to the Agent (for and on behalf of the Banks and the 
Operating Lender) upon execution by Cineplex of this Agreement, 
such amendment fee to be divided among those Banks and the 
Operating Lender that have executed and delivered this Ninth 
Amendment Agreement on a pro rata basis based on their respective 
commitment levels under the Credit Agreement and the Operating 
Credit Agreement.

Section 5 - Confirmation by Guarantors

	Each Guarantor confirms that the Guarantee and Collateral made 
or granted by it pursuant to the Credit Agreement and the Operating 
Credit Agreement remain in full force and effect notwithstanding 
the amendments and supplements to Credit Agreement herein 
contained.

Section 6 - Continuing Effect of Agreements

	Except as amended by this Agreement, the Credit Agreement and 
the Operating Credit Agreement shall remain in full force and 
effect, without amendment, and each is hereby ratified and 
confirmed.

Section 7 - Counterparts

	This Agreement may be executed in any number of counterparts 
and all such counterparts taken together shall be deemed to 
constitute one and the same instrument and shall be effective on 
the date when each of the parties hereto has signed a copy hereof 
and shall have delivered the same to the Agent.


	EXECUTED AND EFFECTIVE as of the date first written above.


THE BANKS

THE BANK OF NOVA SCOTIA
By: Robert King		
Name: R.A. King
Title: Account Officer

NATIONAL BANK OF CANADA
By: Anne Brown		
Name: Anne L. Brown	
Title: Manager

THE BANK OF NEW YORK
By: 	
Name:
Title:

ROYAL BANK OF CANADA
By: R. Ahmad	
Name: R. (Rizwan) Ahmad
Title: Senior Account Manager

THE BANK OF NOVA SCOTIA, as 
Agent
By: R. Boomhour		
Name: R. J. Boomhour
Title: Asst. Gen. Mgr.

THE BANK OF NOVA SCOTIA, as 
Operating Lender

By: Robert King	
Name: R.A. King
Title: Account Officer


THE BORROWERS

CINEPLEX ODEON CORPORATION
By: Ellis Jacob		c/s
Name: Ellis Jacob
Title: Executive Vice President and Chief Financial Officer

PLITT THEATRES, INC.
By: Ellis Jacob		c/s
Name: Ellis Jacob
Title: Executive Vice President and Chief Financial Officer

EACH OF THE UNDERSIGNED hereby acknowledges and agrees to 
and accepts the terms and conditions set forth in this Agreement as 
of the date first written above.

THE GUARANTORS

CINEPLEX ODEON CORPORATION
By: Ellis Jacob		c/s
Name: Ellis Jacob
Title: Executive Vice President and Chief Financial Officer

PLITT THEATRES, INC.
By: Ellis Jacob		c/s
Name: Ellis Jacob
Title: Executive Vice President and Chief Financial Officer		c/s
	
RKO CENTURY WARNER THEATRES, 
INC.
By: Ellis Jacob		c/s
Name: Ellis Jacob
Title: Executive Vice President and Chief Financial Officer

THE WALTER READE 
ORGANIZATION, INC.
By: Ellis Jacob		c/s
Name: Ellis Jacob
Title: Executive Vice President and Chief Financial Officer

PLITT SOUTHERN THEATRES, 
INC.
By: Ellis Jacob		c/s
Name: Ellis Jacob
Title: Executive Vice President and Chief Financial Officer

MANBECK THEATRE CORPORATION

By: Ellis Jacob		c/s
Name: Ellis Jacob
Title: Executive Vice President and Chief Financial Officer
	
CINEPLEX ODEON (QUEBEC) INC.
By: Ellis Jacob		c/s
Name: Ellis Jacob
Title: Executive Vice President and Chief Financial Officer