FORM 10 - K

	SECURITIES AND EXCHANGE COMMISSION
	WASHINGTON, D.C. 20549
(Mark One)
     (X)    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d)
             OF THE SECURITIES EXCHANGE ACT OF 1934
	            For the fiscal year ended:  December 31, 1997
                              
                             OR
     ( )    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
             OF THE SECURITIES EXCHANGE ACT OF 1934
	 For the transition period from             to            

	 Commission file number: 1-9454

               CINEPLEX ODEON CORPORATION              
	(Exact name of Registrant as specified in its charter)

	      Ontario, Canada        			     Non-Resident Alien
	(State or other jurisdiction			      (I.R.S. Employer
	 of incorporation or organization)		 Identification No.)

	  1303 Yonge Street, Toronto, Ontario   	    M4T 2Y9    
	(Address of principal executive offices)	   (Postal Code)

	          416-323-6600        
  	(Registrant's telephone number 
      	including area code)
								
Securities registered pursuant to Section 12(b) of the Act:
Title of each class:	Name of each exchange on which 
			registered:

Common Shares	     	New York Stock Exchange
            			     Toronto Stock Exchange
	
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 
(or for such shorter periods that the Registrant was required to 
file such reports), and (2) has been subject to such filing 
requirements for the past 90 days.	 Yes X or 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 the Form 10-K or any amendment to this 
Form 10-K	(X)

TOTAL NO. OF PAGES  
EXHIBIT INDEX PAGE  

<PAGE>

As of February 11, 1998, Cineplex Odeon Corporation had 
103,414,594 Common Shares without par value, outstanding, and the 
aggregate market value of the Common Shares (based on the last 
sale price of such stock as reported by the New York Stock 
Exchange for February 11, 1998) held by nonaffiliates on such 
date was approximately $98,037,000. All officers, directors and 
more than 5% shareholders of the registrant have been deemed 
"affiliates" for the purpose of calculating such aggregate market 
value. The registrant does not represent that such persons, or 
any of them, would be deemed "affiliates" of the registrant for 
any other purpose of the United States Federal Securities Laws.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Corporation's definitive Proxy Statement for the 
special meeting to be held on March 26, 1998 (the "Proxy 
Statement") are incorporated by reference into Part III of this 
Form 10-K.

<PAGE>

PART I

ITEM 1.	BUSINESS

General

The Corporation is engaged primarily in the operation of motion 
picture theatres in the United States and Canada.  The 
Corporation was originally incorporated in Ontario, Canada on 
July 19, 1977, and commenced operations in April 1979. It 
maintains its principal executive offices at 1303 Yonge Street, 
Toronto, Ontario, Canada, M4T 2Y9.  The Corporation's telephone 
number is (416) 323-6600.  Unless otherwise specified, or the 
context otherwise requires, the term "Corporation" as used herein 
shall mean the Corporation and its consolidated subsidiaries.

Recent Developments

On September 30, 1997, the Corporation announced that it has 
entered into an agreement with Sony Pictures Entertainment Inc. 
(SPE) and LTM Holdings, Inc. (LTM) which provides for the 
combination of the businesses of the Corporation and LTM. LTM is 
a private Delaware Corporation wholly-owned by SPE. The 
transaction will involve combining the Corporation with the Loews 
Theatres Exhibition Group, which consists of Sony/Loews Theatres 
and its joint ventures with Star Theatres and Magic Johnson 
Theatres. It is proposed that the combined company will be named 
Loews Cineplex Entertainment Corporation (LCE). It is anticipated 
that LCE will have over 2,700 screens in approximately 450 
locations in North America.

Pursuant to a series of related transactions to be effected 
pursuant to a Plan of Arrangement under the Business Corporations 
Act (Ontario), the Corporation's shares will be exchanged for 
shares of LCE with the result that the Corporation will become a 
wholly-owned subsidiary of LCE. Upon closing of the transaction, 
SPE will own approximately 51.1% of LCE's shares (representing 
49.9% of LCE's voting shares); Universal Studios Inc. (Universal) 
will own approximately 26.0% of LCE's shares (subsequent to a 
cash subscription of approximately $84.5 million); the Charles 
Rosner Bronfman Discretionary Trust, Charles Bronfman Trust, 
Charles R. Bronfman Trust, and certain related parties (the 
Bronfman Trusts) will own approximately 9.6% of LCE's shares; and 
the shareholders of the Corporation, other than Universal and the 
Bronfman Trusts, will own approximately 13.3% of LCE's shares. It 
is intended that the LCE shares will be listed on the New York 
Stock Exchange and the Toronto Stock Exchange.

The merger is subject to approval by the shareholders of the 
Corporation and regulatory approval in both Canada and the United 
States. Approval from Investment Canada was received on December 
16, 1997.  A proxy circular was filed February 13, 1998 and the 
special meeting of shareholders is scheduled for March 26, 1998. 
 It is anticipated that closing of this transaction will take 
place in the second quarter of 1998.

For a further discussion of 1997 events, see Part II - Item 7 
"Management's Discussion and Analysis of Results of Operations 
and Financial Condition."


Theatre Operations

At December 31, 1997, the Corporation operated 178 theatres in 
the United States, 136 in Canada and one in Hungary with an 
aggregate of 1,729 screens. Most of the Corporation's theatres 
are multi-screen facilities.

The Corporation's head office is located in Toronto. Regional 
offices are located in Los Angeles, New York, Chicago, Seattle, 
Montreal, Minneapolis, Salt Lake City, and Washington, D.C. Head 
office activities include corporate policy development, strategic 
planning, site selection, theatre design, construction 
coordination, labour negotiations, advertising, concession and 
supply purchases, finance, accounting and data processing 
activities.


Theatre Circuit Development

In 1997 the Corporation opened seven new theatres and refurbished 
two theatres in the United States adding a total of 87 new 
screens. In Canada in 1997 the Corporation opened ten new 
theatres and refurbished four theatres adding a total of 127 new 
screens.  The Corporation closed or sold 20 locations, 
encompassing 52 screens during 1997.

Management's current strategy is to increase its revenue and 
operating cash flow by developing and building additional 
theatres and screens in target markets that complement the 
Corporation's existing position in such markets or that provide 
the Corporation with a strategic position in a new market.  
During 1998 the Corporation expects, in North America, to open 15 
new theatre locations (adding 181 new screens) and refurbish a 
total of four theatres (adding 30 new screens). 

In 1997 the Corporation announced that it has identified a select 
number of theatres for disposal.  It is anticipated that this 
disposition plan will be completed by the end of 1998.


Film Licensing

The Corporation obtains licenses to exhibit "first-run" films 
by directly negotiating with or, in limited circumstances, 
submitting bids to film distributors.  Film exhibition licenses 
typically specify rental fees based upon the higher of a gross 
receipts formula or a theatre admissions revenue-sharing formula. 
 Under a gross receipts formula, the distributor receives a 
specified percentage of box office receipts, with the percentage 
generally declining over the term of the run. Under a theatre 
admissions revenue-sharing formula, the distributor receives a 
specified percentage of the excess of box office receipts over 
certain house expenses.

A distributor will either require the exhibitors in a zone to bid 
for a film or will allocate its films among the exhibitors in the 
zone. When films are licensed under the allocation process, a 
distributor will choose which exhibitor is offered a movie and 
then that exhibitor will negotiate film rental terms directly 
with the distributor for the film. Over the past several years, 
distributors have generally used the allocation rather than the 
bidding process to license their films.

The Corporation's theatre exhibition business is dependent upon 
the availability of popular well-marketed motion pictures. 
Accordingly, consistent poor performance of major release films 
or disruption in the production of motion pictures by the major 
studios and/or independent producers could, over time, have a 
material adverse affect on the Corporation.


Film Distribution

The Corporation's distribution entity, Cineplex Odeon Films 
Canada, is primarily in the business of distributing films in 
Canada to the Corporation and other exhibitors for theatre 
exhibition and for broadcast by network, syndicated and pay 
television, as well as for home viewing through video-cassette 
systems. In 1997, distribution activity in Canada included the 
provision of theatrical distribution services for Columbia Tri-
Star Films Canada and PolyGram Filmed Entertainment, in addition 
to the ongoing distribution of motion pictures in all media for 
various other producers and/or distributors.


Geographic Financial Information

For information concerning revenue, income(loss) from operations 
and assets in the Corporation's different geographic areas for 
the last three years, reference should be made to Note 14 of the 
Notes to the Consolidated Financial Statements in Part II - Item 
8 "Financial Statements and Supplementary Data." 


Competition

The Corporation is the sixth largest film exhibitor in North 
America in terms of number of screens and the third largest in 
terms of box office revenue as of December 31, 1997. The major 
market focus of the Corporation allows its theatre assets to 
serve above average patron volumes compared to the industry. 
Approximately 86% of the Corporation's U.S. screens are located 
in 8 of the 15 largest U.S. Areas of Dominant Influence. 
Approximately 83% of the Corporation's Canadian screens are 
located in the 10 largest Canadian cities. The Corporation is the 
largest film exhibitor in Canada and the tenth largest in the 
United States based upon number of screens.

The Corporation competes with other theatre circuits and 
independent theatres with respect to acquiring licenses to 
successful films, attracting patrons and finding new theatre 
sites.  In 1997 there was a 9% growth in the total number of 
screens in North America.  This growth has been largely fuelled 
by exhibitors in the United States building theatre complexes 
with 15 to 35 screens (megaplexes).  While management agrees that 
such complexes can succeed in appropriate circumstances there is 
no evidence that more screens and more flexible show times have 
had an appreciable effect in expanding audiences.  In certain 
markets such screen growth is having an impact on the 
Corporation's theatres. The Corporation, through its continuing 
expansion and reconfiguration program, will attempt to address 
the impact on the Corporation of the increase in the industry 
screen count by both improving the quality of the theatres in its 
circuit and by increasing its market share.

Film distributors seek to place films in theatres from which they 
can derive the greatest box office revenues. The Corporation 
believes the principal competitive factors in obtaining films 
from distributors include licensing terms, seating capacity, 
location, prestige of the theatre circuit and of the particular 
theatre, quality of projection and sound equipment and the 
exhibitor's ability and willingness to promote the distributor's 
films.

The Corporation believes that the principal competitive factors 
in attracting film audiences are the availability of marketable 
films, the location of theatres, theatre comfort and environment, 
projection and sound quality, level of service and ticket price. 

The theatre exhibition industry also faces competition from other 
motion picture exhibition delivery systems, such as network, 
syndicated and pay television and home video systems. The 
Corporation believes that theatre exhibition competes effectively 
with these and other alternative exhibition delivery systems for 
a variety of reasons including the larger screen size and 
superior audio quality. Further, the strength of these 
alternative media are largely dependent on the successful 
theatrical release in North America of first-run film product. In 
addition, there has been significant growth in theatrical 
exhibition markets outside of North America. Although this growth 
and successful first run exhibitions of motion pictures help 
companies in these other business areas derive greater returns, 
the Corporation believes that such returns also benefit the 
Corporation by providing additional capital to producers and 
distributors to finance and distribute new motion pictures which 
may be exhibited in the Corporation's theatres.  


Regulatory Environment

The Corporation, as an exhibitor of motion pictures, is affected 
by certain United States judicial decrees (the "Decrees") 
regulating the trade practices of major motion picture 
distributors and a small number of motion picture exhibitors 
formerly owned by such distributors. The Corporation is not a 
party to the Decrees. The Decrees provide, among other things, 
that parties subject to the Decrees must distribute motion 
pictures to exhibitors on a picture-by-picture and theatre-by-
theatre basis.

The Federal Americans With Disabilities Act ("the Disabilities 
Act") prohibits discrimination on the basis of disability in 
public accommodations and employment. The Disabilities Act became 
effective as to public accommodations in January 1992 and as to 
employment in July 1992. The Corporation is unable to predict 
precisely the extent to which the Disabilities Act will impact 
the Corporation. However, the Corporation currently constructs 
new theatres to be accessible to the disabled and believes that 
it is otherwise in substantial compliance with all current 
applicable regulations relating to accommodations for the 
disabled. The Corporation intends to comply with regulations 
relating to accommodating the needs of the disabled, and the 
Corporation does not currently anticipate that such compliance 
will have a material adverse effect on the Company.  Also see 
discussion under "Legal Proceedings".

Employees

As of December 31, 1997, the Corporation had 1,436 full-time 
employees in the United States, 931 full-time employees in 
Canada, 3,451 part-time employees in the United States and 2,777 
part-time employees in Canada. The number of employees fluctuates 
due to the seasonal nature of the Corporation's business. 
Approximately 37.7% of the part-time employees are paid the 
minimum wage. Approximately 5.6% of the employees of the 
Corporation are film projectionists, who are represented by the 
International Alliance of Theatrical Stagehand Employees and 
Moving Picture Machine Operators ("I.A.T.S.E."). Approximately 
5.0% of the employees of the Corporation are ushers, ticket 
takers, cashiers, cleaners, stagehands or concession workers who 
are represented by the Service Employees International Union, the 
B.C. Government Employees Union, the I.A.T.S.E. Stagehands Union, 
the I.A.T.S.E. Front of House Union, the United Food and 
Commercial Workers Union or the Transportation Technical 
Warehouse Industrial and Service Employees Union.

I.A.T.S.E. Local 523 has been locked out of a theatre in Quebec 
City since April 16, 1997 as a result of a dispute over the hours 
to be worked by, and wages for, projectionists, but the theatre 
continues to operate despite the lockout.

The Corporation is currently in negotiations with a union in 
Seattle, Washington, where there is a possibility of a labor 
dispute.  However, management is confident that the theatres will 
continue to operate there in the event of a strike or lockout.

The Corporation has started negotiations with I.A.T.S.E. 
projectionists in Chicago, Illinois whose contract expired in 
February 1998.  It is premature to assess the outcome of such 
negotiations.


Seasonality

Admission and concession revenues are subject to seasonal 
fluctuations which affect all motion picture exhibitors. These 
fluctuations are the result of the distribution practices of the 
major motion picture studios which have historically concentrated 
the release of films during the summer and holiday seasons.  The 
major motion picture studios have, to some degree, addressed the 
seasonality of motion picture exhibition with a strong first 
quarter release schedule in both 1996 and 1997.

<PAGE>

ITEM 2.	PROPERTIES.

As of December 31, 1997, the Corporation leased an aggregate of 
274 theatre locations, approximating 87% of all its theatre 
locations, having terms (including options) generally ranging 
from 15 to 40 years.  For further information regarding leased 
locations see Note 11 of the Notes to the Consolidated Financial 
Statements in Part II - Item 8 "Financial Statements and 
Supplementary Data." In addition to leasing premises the 
Corporation owned 40 theatres at December 31, 1997, of which 20 
are in the United States and 20 are in Canada, and one office 
building in Toronto which is the site of the Corporation's head 
office.  


ITEM 3.	LEGAL PROCEEDINGS.

On or about October 14, 1997, a purported class action was 
commenced in the U.S. District Court for the Northern District of 
Illinois against the Corporation, Sony Corporation of America 
(SCA) and Sony Retail Entertainment (SRE) by Jerrold I. 
Rosenthal, on his own behalf and on the behalf of persons 
allegedly similarly situated.  On November 21, 1997, the 
complaint was amended to change the defendants to the 
Corporation, LTM and SPE. The complaint alleges that if the 
merger as discussed in Part I is consummated, LCE will own 60% or 
more of all movie theaters in the metropolitan Chicago area, and, 
as a consequence (i) the merger would violate the federal and 
Illinois antitrust statutes because the consummation of the 
merger would allegedly tend to lessen substantially competition 
among and/or tend to create a monopoly over movie theaters in the 
metropolitan Chicago area and other, unspecified geographical 
areas and (ii) consummation of the merger would allegedly injure 
Rosenthal and other members of the purported class by resulting 
in higher prices for movie tickets and limitations on the variety 
of movies exhibited.  Rosenthal is seeking injunctive relief 
regarding the merger under federal and Illinois antitrust 
statutes preventing consummation of the merger or, if the merger 
is consummated, requiring divestiture, and also seeks attorney 
fees and costs.  Rosenthal has not claimed monetary damages.  
Rosenthal is seeking to represent a purported class of "all 
patrons of movie theaters in Chicago, Illinois and outlying 
areas" and other, unspecified "similar" geographical areas 
elsewhere where LCE will own 60% or more of all movie theaters 
upon consummation of the merger.  No motion for certification of 
the purported class has yet been made. The Corporation, having 
filed its initial response to the claims made in that litigation 
on January 15, 1998, believes that the claims are without merit 
and intends to vigorously oppose such claims.

On or about December 17, 1997, the Disability Rights Council of 
Greater Washington and others commenced a lawsuit in the U.S. 
District Court for the District of Columbia against the 
Corporation.  On or about February 27, 1998, the plaintiffs 
amended their complaint.  The amended complaint alleges that 
certain of the Corporation's theatres in Washington, D.C. and 
metropolitan area, Maryland and Virginia deny persons with 
physical disabilities full and equal enjoyment of such theatres 
as a result of architectural and structural barriers.  The 
complaint alleges that, as a consequence, the Corporation is 
discriminating against such persons in violation of the Americans 
With Disabilities Act and, where applicable, the District of 
Columbia Human Rights Act.  The plaintiffs are seeking a judgment 
for injunctive relief ordering the Corporation to cease violating 
such statutes and to bring their facilities into compliance with 
such statutes.  The plaintiffs are also seeking compensatory and 
punitive or exemplary damages in an unknown amount, as well as 
costs and attorneys' fees.  The Corporation intends to defend 
this claim vigorously. 

The Corporation has been, and continues to be, involved in 
numerous other legal proceedings.  However, although litigation 
is inherently uncertain, the Corporation does not believe that 
such lawsuits are likely to result in a judgment which would have 
a material adverse effect on the Corporation's financial 
condition.


ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

Not applicable.

<PAGE>

Executive Officers


As of February 1, 1998, the Corporation's executive officers were 
as follows:


Name		           		Age	 		Office

Ernest Leo Kolber		69   		Chairman of the Board and
                    						Director

Allen Karp	      		57	   	President, Chief Executive
			                    			Officer and Director

Irwin A. Cohen	  		57    	Executive Vice-President,
                   					 	Operations for North America

Michael Herman	  		43   		Executive Vice-President,
                    						Corporate Affairs and Secretary

Ellis Jacob		     	44		   Executive Vice-President, Chief 
                          Operating Office		and Director

Howard I. Lichtman	43   		Executive Vice-President,
						                    Marketing and Communications

Robert Tokio	    		54   		Executive Vice-President

Stephen Brown	   		39     Senior Vice-President and Chief
	                    					Financial Officer			
	
Michael McCartney		43	   	Senior Vice-President,
		                    				Head Film Buyer, North America

James Vassos		    	43	   	Senior Vice-President,
				                    		Business Affairs and Planning

<PAGE>

Senator Kolber was appointed Chairman of the Board of the 
Corporation in December 1989. He has been a Member of the Senate 
of Canada since December 1983. From October 1987 to September 
1993, Senator Kolber was Chairman of Claridge Inc. Senator Kolber 
is a director of The Seagram Company Ltd. and The Toronto-
Dominion Bank. Senator Kolber has been a director of the 
Corporation since December 1989.

Mr. Karp has been President and Chief Executive Officer of the 
Corporation since June 1990. He served as President and Chief 
Operating Officer from December 1989 to June 1990. Mr. Karp was 
Senior Executive Vice-President of the Corporation from July 1986 
to December 1989, and President, North American Theatres Division 
of the Corporation from August 1988 to December 1989. Mr. Karp is 
a director of Alliance Communications Corporation and Speedy 
Muffler King Inc. Mr Karp has been a director of the Corporation 
since May 1987.

Mr. Cohen has been Executive Vice-President, Operations for North 
America since January 1993. From October 1988 to January 1993 he 
served as Senior Vice-President, Theatre Operations, U.S. and 
from November 1985 to October 1988 he served as Vice-President, 
Northern Division.

Mr. Herman has been Executive Vice-President, Corporate Affairs 
and Secretary of the Corporation since January, 1995. He served 
as Senior Vice President, Corporate Affairs and Secretary of the 
Corporation from May 1992 to December 1994. Mr. Herman was a 
partner in the law firm of Goodman and Carr, Toronto from 
February 1987 to May 1992.

Mr. Jacob has been Executive Vice-President and Chief Operating 
Officer of the Corporation since September 30, 1997, and prior to 
that time had been Executive Vice-President and Chief Financial 
Officer since December 1989. From February 1989 to December 1989, 
he served as Senior Vice-President and Chief Financial Officer, 
and from October 1987 to February 1989, he served as Vice-
President Finance and Corporate Controller. Mr. Jacob is a 
director of Alliance Communications Corporation. Mr. Jacob has 
been a director of the Corporation since June 1990.

Mr. Lichtman has been Executive Vice-President, Marketing and 
Communications since December 1989. From August 1988 to December 
1989, he served as Senior Vice-President, Marketing; as Vice-
President, Marketing & Promotions from August 1987 to August 
1988; as Vice-President, Theatre Publicity and Promotions from 
October 1986 to August 1987; and as Director of Publicity and 
Promotions for Canadian Theatre Operations from July 1985 to 
October 1986. 

Mr. Tokio has been Executive Vice-President since November 1990. 
He served as Executive Vice-President, Real Estate, from December 
1989 to November 1990. From November 1988 to December 1989, he 
served as Senior Vice-President, Real Estate Administration. 

Mr. Brown has been Senior Vice-President and Chief Financial 
Officer of the Corporation since September 30, 1997, and prior to 
that time had been Senior Vice-President, Treasury and Tax since 
January 1995. He served as Vice-President, Taxation and Treasurer 
from August 1990 to December 1994. Mr. Brown joined the 
Corporation in March 1990 as Director of Internal Audit.

Mr. McCartney has been Senior Vice-President, Head Film Buyer, 
North America, since November 1995. From December 1991 to 
November 1995 he served as Senior Vice-President, Film, U.S. and 
from September 1988 to December 1991 he served as Vice-President, 
Film, U.S. Mr. McCartney joined the Corporation in September 1986 
as Regional Film Buyer handling the southern division. 

Mr. Vassos has been Senior Vice-President, Business Affairs and 
Planning since January 1995. He served as Vice-President, 
Business Affairs and Corporate Controller from May 1991 to 
December 1994. Mr. Vassos had been Vice-President and Corporate 
Controller from January 1990 to April 1991. From February 1989 to 
January 1990, Mr. Vassos held the position of Senior Controller - 
Planning and Consolidation. Mr Vassos joined the Corporation in 
November 1987 as Controller - Planning. 

<PAGE>

PART II

ITEM 5.	MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER 
MATTERS.

Market Information

The Corporation's Common Shares trade on the New York Stock Exchange and 
the Toronto Stock Exchange under the ticker symbol CPX. The following table 
indicates the quarterly price range of the Common Shares for the past two 
years.

		      	           Toronto          New York
                 Stock Exchange		 Stock Exchange
			              (CDN. DOLLARS)			(U.S. DOLLARS)
	              -------------------------------------

Fiscal 1996:	  	   High	 Low				High		   Low
----------------------------------------------------
First  Quarter		   2.73		1.70				2.00		  1.25
Second Quarter		   3.35		1.65				2.50		  1.25
Third  Quarter		   2.80		2.05				2.13		  1.50
Fourth Quarter		   2.25		1.87				1.63		  1.38

Fiscal 1997:		     High	 Low 				High		   Low
----------------------------------------------------
First  Quarter		   2.15		1.76				1.63		  1.25
Second Quarter		   3.10		1.81				2.31		  1.25
Third  Quarter		   2.69		1.90				2.00		  1.31
Fourth Quarter		   2.62		1.41				1.94		  1.00

The Corporation's Common Shares began trading on the Toronto Stock Exchange 
on October 29, 1982 and on the New York Stock Exchange on May 14, 1987. 

Holders

The Corporation had 1,846 registered common shareholders of record as at 
February 25, 1998.  This amount excludes shareholders whose shares are held 
in the name of investment dealers and other nominees.

Dividends

The Corporation has not paid any cash dividends. Under lending agreement 
restrictions currently in effect, the Corporation cannot pay any dividends 
unless it is in compliance with specified financial ratios. The Corporation 
is not currently in compliance with such financial ratios. Any such payment 
of dividends is further subject to annual limitations.

Dividends paid to United States shareholders on the Corporation's Common 
Shares, if any, will be subject to Canadian non-resident withholding tax at 
the treaty reduced rate of 15% of the dividend which is generally 
applicable to dividends paid to a resident of the United States or 10% of 
the dividend where the beneficial owner is a company which owns 10% of the 
voting stock of the Corporation. A United States holder of Common Shares 
will generally not be subject to Canadian income tax in respect of capital 
gains realized on the disposition of Common Shares.

<PAGE>

ITEM 6.	SELECTED FINANCIAL DATA


<TABLE>
<CAPTION>

      (In thousands of U.S. dollars except per share data)
------------------------------------------------------------------                                                               
			                  ------------Year ended December 31,-------------
				                	1997       1996       1995       1994       1993                 
---------------------------------------------------------------------
<S>                <C>        <C>        <C>       <C>        <C>              

Revenues *		   	   $573,777	  $509,692   $513,150  $541,112   $546,230

Earnings before
interest, taxes
depreciation and
amortization *		     18,620     49,438     51,966	   62,725     72,244 
   

Operating cash flow
excluding net change
in non-cash working
capital *		    	      1,622     10,468     10,972    27,767     38,158 
     

Operating cash
flow *	     	        30,780     12,416      3,522    31,435     38,674 

Income(loss) *		    (62,067)   (31,082)   (32,907)  (14,173)       969 
 

Total assets		      635,475    644,171    649,643   688,693    697,105 
------------------------------------------------------------------------
Long-term
obligations         340,669    335,447    393,556   390,752    344,967
------------------------------------------------------------------------
Shareholders' 
equity              151,182    218,580    165,992   196,175    200,387
------------------------------------------------------------------------
Earning(loss) per share *
	Basic		             (0.35)     (0.19)     (0.29)    (0.13)      0.01
 Fully diluted	      (0.35)     (0.19)     (0.29)    (0.13)      0.01
------------------------------------------------------------------------
</TABLE>

* From Continuing Operations

See the Notes to the Consolidated Financial Statements and Part II - Item 7 
"Management's Discussion and Analysis of Results of Operations and 
Financial Condition" with respect to various factors affecting the 
comparability of information with respect to the three fiscal years ended 
December 31, 1997. See Part II - Item 7 "Management's Discussion and 
Analysis of Results of Operations and Financial Condition" with respect to 
various factors which may have an effect on the Corporation's future 
financial condition and results of operations.

<PAGE>


ITEM. 7		Management's Discussion and Analysis of
       		Results of Operations and Financial Condition
(All figures are in U.S. dollars except where otherwise noted)

INTRODUCTION

Management's discussion and analysis of results of operations and financial 
condition focuses on liquidity, capital resources and the results of the 
Corporation's operations. This section should be read in conjunction with 
the consolidated financial statements, the notes thereto and other 
information presented elsewhere herein.

The Corporation recorded a net loss for the year ended December 31, 1997 of 
$62,067,000 compared to a net loss for the year ended December 31, 1996 of 
$31,082,000 and a net loss for the year ended December 31, 1995 of 
$32,907,000. Included in the 1997 net loss are other expenses of 
$43,401,000 (1996 - $1,377,000 and 1995 - $2,862,000). Other expenses in 
1997 includes a charge of $46,239,000 representing the costs associated 
with terminating certain leases and disposing of certain properties and the 
write-off of the net book value attributable to the related properties.

On September 30, 1997, the Corporation announced that it has entered into 
an agreement with SPE and LTM which provides for the combination of the 
businesses of the Corporation and LTM. LTM is a private Delaware 
Corporation wholly-owned by SPE. The transaction will involve combining the 
Corporation with the Loews Theatres Exhibition Group, which consists of 
Sony/Loews Theatres and its joint ventures with Star Theatres and Magic 
Johnson Theatres. It is proposed that the combined company will be named 
Loews Cineplex Entertainment Corporation (LCE). It is anticipated that LCE 
will have over 2,700 screens in approximately 450 locations in North 
America.

Pursuant to a series of related transactions to be effected pursuant to a 
Plan of Arrangement under the Business Corporations Act (Ontario), the 
Corporation's shares will be exchanged for shares of LCE with the result 
that the Corporation will become a wholly-owned subsidiary of LCE. Upon 
closing of the transaction, SPE will own approximately 51.1% of LCE's 
shares (representing 49.9% of LCE's voting shares); Universal will own 
approximately 26.0% of LCE's shares (subsequent to a cash subscription of 
approximately $84.5 million); the Bronfman Trusts will own approximately 
9.6% of LCE's shares; and the shareholders of the Corporation, other than 
Universal and the Bronfman Trusts, will own approximately 13.3% of LCE's 
shares. It is intended that the LCE shares will be listed on the New York 
Stock Exchange and the Toronto Stock Exchange.

The merger is subject to approval by the shareholders of the Corporation 
and regulatory approval. The special meeting of shareholders is scheduled for 
March 26, 1998. It is anticipated that closing of this transaction will 
take place in the second quarter of 1998.


LIQUIDITY AND CAPITAL RESOURCES

Cash Flow from Continuing Operations

Cash flow from operations in 1997 amounted to a net inflow of $30,780,000 
compared to a net inflow of $12,416,000 in 1996. The increase in cash flow 
from operations is a function of the increase in revenue experienced in 
1997 (See Results of Operations). Excluding the impact of the net change in 
non-cash working capital, the Corporation's cash flow from operations for 
the year ended December 31, 1997 amounted to a net inflow of $1,622,000 
compared to a net inflow of $10,468,000 for the year ended December 31, 
1996. This decline is attributable to the cash costs associated with the 
aforementioned disposition of certain properties which amounted to 
$21,648,000.

Long-Term Debt

Long-term debt increased from $326,058,000 at December 31, 1996 to 
$333,523,000 at December 31, 1997. This increase is the result of the 
capital expenditures associated with the Corporation's expansion program.

At December 31, 1997 the Corporation had approximately $48,000,000 
available under its bank credit facilities. The amount available under such 
facilities from time to time is dependent on the operating results of the 
Corporation.  During 1997, the Corporation reached an agreement with the 
bank syndicate participating in the bank credit facilities to (1) defer a 
commitment reduction scheduled for December 31, 1997 in the amount of 
$10,000,000; and (2) provide the Corporation with an additional commitment 
of $20,600,000. In accordance with the terms of the bank credit facilities, 
commitment reductions of $40,000,000 are required in 1998 with the balance 
due in 1999. Upon closing of the business combination with LTM, it is 
anticipated that the amount outstanding under the Corporation's bank credit 
facilities will be fully repaid. The bank credit facilities are secured by 
certain assets of the Corporation and its subsidiaries.

The bank credit facilities contain restrictive covenants which require the 
Corporation to maintain certain financial ratios. Given the uncertainty 
with respect to the admission and concession revenue that the Corporation 
will generate, there is a possibility that the Corporation may not meet 
certain financial covenants as early as the first quarter end during the 
next fiscal year. The Corporation believes that the bank syndicate 
participating in the bank credit facilities would waive the particular 
financial covenants if the Corporation is not in compliance at a 
measurement date during the next twelve month period.

At December 31, 1997 the Corporation had two interest rate swap agreements 
outstanding. The aggregate notional principal associated with the two swap 
agreements is $35,000,000 and such agreements require the Corporation to 
pay a fixed interest rate and receive a floating rate. The weighted average 
fixed interest rates associated with the swap agreements are 5.73%. Of the 
Corporation's long-term debt at December 31, 1997 approximately 79% is 
subject to fixed rates of interest.

Future Commitments

In 1997 the Corporation opened seven new theatres and refurbished two 
theatres in the United States adding a total of 87 new screens. In Canada 
in 1997 the Corporation opened ten new theatres and refurbished four 
theatres adding a total of 127 new screens. The total cost associated with 
the construction of these theatres was approximately $50,000,000.

In 1998 the Corporation expects to open 15 new theatre locations (adding 
181 new screens) and refurbish a total of four theatres (adding 30 new 
screens) in North America. It is estimated that the total cost for this 
expansion will be approximately $54,000,000. The Corporation will continue 
to look at opportunities outside of North America although at this stage 
there are no definite plans for additional theatres.

The Corporation's current strategy is to develop and build additional 
theatres and screens in target markets that complement the Corporation's 
existing position in such markets or that provide the Corporation with a 
strategic position in a new market. Prior to commitment, management 
conducts an exhaustive study of each potential site. Such study includes a 
review of competition currently in the market and any proposed competition 
and market demographics.


RESULTS OF OPERATIONS - 1997 AND 1996

Industry admission revenue and attendance increased in 1997 by 7.7% and 
3.9% respectively compared to 1996 figures.

The Corporation reports its results in United States dollars. In order to 
eliminate the impact of exchange rate fluctuations on the yearly comparison 
of both admission and concession revenue, the results for the Canadian 
operations discussed below are stated in Canadian dollars.  In 1996 the 
Corporation sold five theatres located in Texas.  The impact of this sale 
is not considered significant to the Corporation's United States results.

The Corporation's United States theatre circuit box office revenue 
increased for both the year and the quarter ended December 31, 1997 by 3.3% 
and 10.0% respectively when compared to the corresponding period in the 
prior year. This increase in box office revenue for the year ended December 
31, 1997 was the result of an increase in attendance of 1.7% and an 
increase in box office revenue per patron of 1.6%. The increase in box 
office revenue in the fourth quarter of 1997 was the result of an 
attendance increase of 8.2% and an increase in box office revenue per 
patron of 1.8%. The increase in attendance in the fourth quarter reflects 
a strong slate of pictures released in that period, 
including Titanic, and the impact of new theatres opened by the Corporation 
in the United States.

The Corporation's Canadian theatres reported an increase in box office 
revenue of 28.4% in 1997 compared to 1996 (when measured in Canadian 
dollars). This increase was the result of an increase in attendance of 
24.1% and an increase in box office revenue per patron of 4.3%. In the 
fourth quarter of 1997 the Corporation's Canadian theatres reported an 
increase in box office revenue of 43.5% compared to the fourth quarter of 
1996 (when measured in Canadian dollars). This increase was the result of 
an increase in attendance of 39.5% and an increase in box office revenue 
per patron of 4.0%. The increase in attendance experienced by the 
Corporation's Canadian theatre circuit in both the quarter and year ended 
December 31, 1997 compared to 1996 was a result of the Corporation's 
relationships with certain film distributors who enjoyed comparatively more 
successful film product in 1997 compared to 1996 and the impact of new 
theatres opened by the Corporation in Canada.

The Corporation's United States concession revenue increased by 8.8% in 
1997 compared to 1996. This increase was the result of an increase in 
attendance of 1.7% and an increase in concession revenue per patron of 
7.1%. In the fourth quarter of 1997, the Corporation's United States 
concession revenue increased by 16.9% when compared to the fourth quarter 
of 1996. For the fourth quarter the increase was the result of an increase 
in attendance of 8.2% and an 8.7% increase in concession revenue per 
patron.

The Corporation's Canadian concession revenue increased in 1997 by 31.5% 
(when measured in Canadian dollars) compared to 1996, reflecting an 
increase in concession revenue per patron of 7.4% and an increase in 
attendance of 24.1%. For the fourth quarter of 1997, the Corporation's 
Canadian concession revenue increased by 49.4% comprising an increase in 
attendance of 39.5% and an increase in concession revenue per patron of 
9.9%. 

The increase in concession revenue per patron in both the United States and 
Canada for the year reflects the impact of the Corporation's focus in this 
area and the augmented design of concession stands in the Corporation's 
newer theatres.


Gross Margin and Other Costs

The gross margin from theatre operations (being revenue from theatre 
operations less film cost, cost of concessions, advertising, theatre 
payroll, occupancy and supplies and services), when expressed as a 
percentage of theatre operating revenue, increased in 1997 to 16.2% 
compared to 15.4% in 1996. For the fourth quarter of 1997 compared to the 
fourth quarter of 1996 the gross margin from theatre operations, when 
expressed as a percentage of theatre operating revenue, increased to 17.7% 
from 14.0%. The increase in gross margin for both the year and the fourth 
quarter was primarily the result of the increase in revenue.

Interest on long-term debt decreased by 4.5% in 1997 compared to the prior 
year. The decrease in interest on long-term debt was primarily a result of 
the decision to denominate certain of the Corporation's long-term debt in 
Canadian dollars during 1997 which, for the period was subject to a lower 
interest rate.

In 1997 other expenses were $43,401,000 compared to $1,377,000 in 1996 and 
$2,862,000 in 1995. The primary component of this charge is an expense of 
$46,239,000 relating to the costs associated with terminating certain 
theatre leases and disposing of certain other theatre properties and the 
corresponding write-off of the net book value associated with the 
properties. It is anticipated that the disposal of these properties will be 
substantially complete by the end of 1998 and will result in an annual 
operating cash flow improvement of $7,000,000. 

During 1997 the value of the Canadian dollar weakened relative to the 
United States dollar. While currency movements affect the reporting of 
revenues and expenses of the Corporation's Canadian operations, the 
financial impact is limited as the costs of operating the Canadian theatres 
are supported by the revenues of such theatres.


RESULTS OF OPERATIONS - 1996 AND 1995

Industry admission revenue and attendance increased in 1996 by 7.6% and 
6.0% respectively compared to 1995 figures.

The Corporation's United States results have been impacted by the sale of 
28 theatres, located in Florida and Georgia, to Carmike Cinemas, Inc. in 
the second quarter of 1995.  In 1996 the Corporation sold 5 theatres 
located in Texas.  The impact of this sale is not considered significant to 
the Corporation's United States results.

The Corporation's United States theatre circuit box office revenue 
decreased for both the year and the quarter ended December 31, 1996 by 4.0% 
and 8.6% respectively when compared to the corresponding period in the 
prior year. Adjusting for the impact of the sale of the Florida and Georgia 
theatres, the Corporation's United States theatre circuit box office 
revenue decreased by 1.9% for the year ended December 31, 1996 compared to 
the year ended December 31, 1995. This decrease in box office revenue for 
the year ended December 31, 1996 was the result of a decrease in attendance 
of 4.3% offset by an increase in box office revenue per patron of 2.4%. The 
decrease in attendance in 1996 compared to 1995 is a direct result of 
increasing competition from other film exhibitors who have been 
aggressively building new theatres. The decrease in box office revenue in 
the fourth quarter of 1996 was the result of an attendance decrease of 
10.3% offset by an increase in box office revenue per patron of 1.7%. The 
decrease in attendance in the fourth quarter reflects the fact that the 
film product in the fourth quarter of 1996 was not as strong as the prior 
year and the aforementioned increasing competition. The Corporation 
anticipates that its expansion program will address, at least in part, this 
issue of increasing competition.

The Corporation's Canadian theatres reported an increase in box office 
revenue of 2.8% in 1996 compared to 1995 (when measured in Canadian 
dollars). This increase was the result of an increase in attendance of 3.5% 
offset by a decrease in box office revenue per patron of 0.7%. In the 
fourth quarter of 1996 the Corporation's Canadian theatres reported an 
increase in box office revenue of 5.0% compared to the fourth quarter of 
1995 (when measured in Canadian Dollars). This increase was the result of 
an increase in attendance of 4.1% and an increase in box office revenue per 
patron of 0.9%. The increase in attendance experienced by the Corporation's 
Canadian theatre circuit in 1996 compared to 1995 was a result of the 
Corporation's relationships with certain film distributors who enjoyed 
comparatively more successful film product in 1996 compared to 1995.

The Corporation's United States concession revenue decreased by 3.0% in 
1996 compared to 1995. In the fourth quarter of 1996, the Corporation's 
United States concession revenue decreased by 5.1% when compared to the 
fourth quarter of 1995. Adjusting for the impact of the sale of the Florida 
and Georgia theatres, the Corporation's United States concession revenue 
for the year ended December 31, 1996 was equivalent to that of the year 
ended December 31, 1995. This was achieved due to an increase in concession 
revenue per patron of 4.3% which offset the decrease in attendance. For the 
fourth quarter the decrease was the result of a decrease in attendance of 
10.3% offset by a 5.2% increase in concession revenue per patron.

The Corporation's Canadian concession revenue increased in 1996 by 6.0% 
(when measured in Canadian dollars) compared to 1995, reflecting an 
increase in concession revenue per patron of 2.5% and an increase in 
attendance of 3.5%. For the fourth quarter of 1996, the Corporation's 
Canadian concession revenue increased by 3.7% comprising an increase in 
attendance of 4.1% and a decrease in concession revenue per patron of 0.4%. 
The increase in concession revenue per patron for the year reflects the 
impact of the Corporation's focus in this area and the augmented design of 
concession stands in the Corporation's newer theatres.

Gross Margin and Other Costs

The gross margin from theatre operations (being revenue from theatre 
operations less film cost, cost of concessions, advertising, theatre 
payroll, occupancy and supplies and services), when expressed as a 
percentage of theatre operating revenue, decreased in 1996 to 15.4% 
compared to 15.7% in 1995. The slight decline in gross margin for the year 
was primarily the result of a general increase in certain direct costs 
associated with theatre operations. 

The gross margin from theatre operations, when expressed as a percentage of 
theatre operating revenue, decreased in the fourth quarter of 1996 compared 
to the fourth quarter of 1995 to 14.0% from 16.4%. The decline in gross 
margin for the fourth quarter of 1996 was due to (1) a general increase in 
certain direct costs associated with theatre operations; and (2) the fixed 
component of theatre operating costs (primarily occupancy costs).

Interest on long-term debt decreased by 13.4% in 1996 compared to the prior 
year. The decrease in interest on long-term debt was primarily attributable 
to the initial application of equity proceeds from the public offering in 
the first quarter of 1996 against the Corporation's long-term debt.

During 1996 the value of the Canadian dollar strengthened relative to the 
United States dollar. While currency movements affect the reporting of 
revenues and expenses of the Corporation's Canadian operations, the 
financial impact is limited as the costs of operating the Canadian theatres 
are supported by the revenues of such theatres.


CANADIAN ISSUER

The Corporation is an Ontario corporation and expects to conduct 
approximately one-third of its operations in Canada in 1998. The 
Corporation is subject to certain Canadian economic, fiscal, monetary and 
political policies and factors.

Reference is made to Note 17 of the Notes to the Consolidated Financial 
Statements of the Corporation for a reconciliation of the Corporation's 
financial statements to United States Generally Accepted Accounting 
Principles.


INFLATION

For the three years ended December 31, 1997, inflation has not had a 
pronounced effect on the Corporation's results of operations.


YEAR 2000 ISSUE

The Year 2000 issue affects virtually all companies and organizations.  The 
Corporation has implemented programs designed to ensure that all software 
used in connection with providing services to its customers and its 
internal operations will manage and manipulate data involving the 
transition of dates from 1999 to 2000 without functional or data 
abnormality.  The Corporation does not anticipate incurring significant 
additional costs to address the Year 2000 issue, although the effectiveness 
of the Corporation's present efforts to address the Year 2000 issue cannot 
be assured.  In addition, it is currently unknown whether vendors and other 
third parties with which the Corporation conducts business will 
successfully address the Year 2000 issue with respect to their own computer 
software.  If the Corporation's present efforts to address the Year 2000 
issue are not successful, or if vendors and other third parties with which 
the Corporation conducts business do not successfully address the Year 2000 
issue, the Corporation's business and financial condition could be 
adversely affected.


FORWARD LOOKING STATEMENTS

The Corporation and its representatives have made, or may make, forward 
looking statements including those contained in this Management's 
Discussion and Analysis of Results of Operations and Financial Condition.  
Use of the words "believes", "expects", "estimated", "intends", or 
similar expressions identify such forward looking statements.

The results contemplated by the Corporation's forward looking statements 
are subject to certain risks and uncertainties that could result in actual 
performance being materially different from anticipated results, including 
without limitation, lack of high quality commercial film product, 
construction risks and delays, failure to obtain future waivers or 
amendments under the Corporation's bank credit facilities and other factors 
described herein.

<PAGE>

INDEPENDENT AUDITORS' REPORT
To the Shareholders of Cineplex Odeon Corporation

We have audited the consolidated balance sheets of Cineplex 
Odeon Corporation as at December 31, 1997 and December 31, 
1996 and the consolidated statements of income and changes 
in shareholders' equity and cash resources for each of the 
years in the three year period ended December 31, 1997.  
These financial statements are the responsibility of the 
Corporation's management.  Our responsibility is to express 
an opinion on these financial statements based on our 
audits.

We conducted our audits in accordance with generally 
accepted auditing standards.  Those standards require that 
we plan and perform an audit to obtain reasonable assurance 
whether the financial statements are free of material 
misstatement.  An audit includes examining, on a test basis, 
evidence supporting the amounts and disclosures in the 
financial statements.  An audit also includes assessing the 
accounting principles used and significant estimates made by 
management, as well as evaluating the overall financial 
statement presentation.

In our opinion, these consolidated financial statements 
present fairly, in all material respects, the financial 
position of the Corporation as at December 31, 1997 and 
December 31, 1996 and the results of its operations and the 
changes in its shareholders' equity and cash resources for 
each of the years in the three year period ended December 
31, 1997 in accordance with generally accepted accounting 
principles.

KPMG

Chartered Accountants
Toronto, Canada
February 13, 1998

<PAGE>


ITEM 8.  Financial Statements and Supplementary Data
        
CINEPLEX ODEON CORPORATION
CONSOLIDATED BALANCE SHEET
(in thousands of U.S. dollars)

<TABLE>
<CAPTION>
                                  December 31, 1997        December 31, 1996
                                  -----------------        -----------------
<S>                               <C>                      <C>
ASSETS

CURRENT ASSETS
  Cash                             $        3,505           $       2,718
  Accounts receivable (note 3)             13,222                   9,552
  Other                                     9,315                   8,852
                                   ---------------          --------------
                                           26,042                  21,122

PROPERTY, EQUIPMENT AND 
LEASEHOLDS (note 4)                       567,431                 579,841

OTHER ASSETS
  Long-term investments 
    and receivables                         2,206                   2,535
  Goodwill
   (less accumulated amortization 
    of $12,382; 1996 - $11,281)            31,687                 	32,816
  Deferred charges
   (less accumulated amortization 
    of $5,194; 1996 - $3,671)               8,109                  	7,857
                                    --------------            ------------               
                                           42,002                  43,208

                                    --------------            ------------
TOTAL ASSETS                        $     635,475             $   644,171
                                    ==============            ============

LIABILITIES AND 
SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable 
    and accruals (note 5)           $     91,849             $     59,474
  Deferred income (note 6)                20,364                   17,150
  Current portion of long-term debt 
	   and other obligations                 27,446	                 	 6,926
                                    -------------            -------------                			
                                         139,659		                 83,550

LONG-TERM DEBT (note 7)                  333,523                 	326,058

CAPITALIZED LEASE 
OBLIGATIONS (note 11)                      6,271                    8,317

DEFERRED INCOME (note 6)                   3,965                    6,594

PENSION OBLIGATION (note 9)                  875	                  	1,072

SHAREHOLDERS' EQUITY
  Capital stock (note 10)                555,400                  555,374
  Translation adjustment                     939                    4,016
  Retained earnings (deficit)           (405,157)                (340,810)
                                      -----------               ----------                		
	                                        151,182 	               	218,580

COMMITMENTS AND CONTINGENCIES (note 11)

TOTAL LIABILITIES                   -------------              -----------
AND SHAREHOLDERS' EQUITY            $    635,475               $  644,171
                                    =============              ===========
</TABLE>

The accompanying notes are an integral part of these consolidated 
financial statements.

<PAGE>


	CINEPLEX ODEON CORPORATION							
	CONSOLIDATED INCOME STATEMENT					
 (in thousands of U.S. dollars except per share figures)							

<TABLE>
<CAPTION>

								
		                              Year Ended	      	Year Ended		      Year Ended		
                        	December 31, 1997	December 31, 1996	December 31, 1995		
                         ----------------  ----------------- -----------------
<S>                      <C>               <C>               <C>
REVENUE								
  Admissions	                $   399,171        $   358,973       $   365,220 		
  Concessions                  		147,892 		         126,636           126,319 		
  Other	     	                 	  26,714             24,083          		21,611 
		                           ------------       ------------      ------------
                                 573,777            509,692 		        513,150 
EXPENSES						
  Theatre operations 
    and other expenses	          462,738          		418,328 	        	418,731 
  Cost of concessions		           28,705 	           22,357 	         	22,016 
  General and administrative    		20,313           		18,192          		17,575 
  Depreciation and amortization	 	45,715 	          	43,648 	         	42,621
                             ------------       ------------       -----------
                            					557,471          		502,525 	        	500,943 
                             ------------       ------------       ------------

Income before the undernoted 
   (note 17)	                     16,306 	           	7,167 		         12,207 
						
Other expenses (note 12)			      (43,401)	          	(1,377)         		(2,862)
                             ------------       ------------        -----------
Income/(loss) before interest 
  on long-term debt					
  and income taxes (note 17)   		(27,095)	           	5,790           		9,345 

Interest on long-term debt      		33,900             35,482           	40,983 	
                             ------------       ------------        -----------
Loss before income taxes	       	(60,995)	         	(29,692)	        	(31,638)		
Income taxes (note 13)	           	1,072 	           	1,390 	          	1,269 		
								                     ------------       ------------        -----------
NET LOSS	                	   $   (62,067)	   	  $   (31,082)		     $  (32,907)		
                             ============       ============       =============

BASIC								
Weighted average shares 
   outstanding               176,795,000       	163,473,000      	114,764,000 		
Loss per share			                	($0.35)		          ($0.19)		         ($0.29)		
								
FULLY DILUTED								
Weighted average shares 
   outstanding               191,304,000      		176,107,000       122,616,000 		
Loss per share                  		($0.35)	          	($0.19)	         	($0.29)		

</TABLE>
								
The accompanying notes are an integral part of these consolidated 
financial statements.

<PAGE>


CINEPLEX ODEON CORPORATION				
CONSOLIDATED STATEMENT OF CHANGES IN CASH RESOURCES				
(in thousands of U.S. dollars except per share figures)				
				
<TABLE>
<CAPTION>

				
				                           Year Ended	        	Year Ended		       Year Ended
                    				December 31, 1997  	December 31, 1996  December 31, 1995
                        -----------------  ------------------  -----------------
<S>                     <C>                 <C>                 <C>
CASH PROVIDED BY (USED FOR)				

OPERATING ACTIVITIES				
	Net loss	 	                 	$  (62,067)	     	$   (31,082)   	 $   (32,907)
	Depreciation and amortization	   45,715 	          	43,648        			42,621 
	Write down of property, 
   equipment and leaseholds       24,591 	               -   	            -   
	Other non-cash items        		   (6,617)	          	(2,098)		         1,258 
                           		 -----------        ------------     -----------  
                        		        	1,622 	          	10,468 		        10,972 
	Net change in non-cash 
   working capital	               29,158              1,948         		(7,450)
				                          -----------        ------------     ------------	
                                 	30,780            	12,416          		3,522 
				                          -----------        ------------     ------------

FINANCING ACTIVITIES		 	 	 
	Decrease in long-term debt 
   and other obligations         	(5,275)          	(58,411)	         (9,289)
	Increase in long-term debt 
   and other obligations          31,017 	                -     	     14,085 
	Issue of share capital, 
   net of issue costs	               	26            	82,895              	64 
	Other				                       		2,936              		175            	(615)
                              -----------          ---------						 -----------
                                 	28,704 	           24,659 	          4,245 
                              -----------          ---------       -----------

INVESTMENT ACTIVITIES				
	Additions to property, equipment 
   and leaseholds 	              (66,203)	          (36,989)	         (30,749)
	Long-term investments	     		     4,270 	               -   	           (109)
	Proceeds on sale of certain 
   theatre properties	             3,563              1,974            23,674 
	Proposed merger costs	         		(2,280)	               -   	             -   
	Other				                        	1,953 	             (946)	            (530)
		                            ------------         ----------       -----------
                          							(58,697)	          (35,961)	          (7,714)
                              ------------         ----------       -----------

NET INCREASE DURING YEAR			         	787 	            1,114 	              53 
				
CASH AT BEGINNING OF YEAR		       	2,718 	            1,604           		1,551 
				                          -----------          ----------       -----------
CASH AT END OF YEAR        		 $    3,505 	         $  2,718 	       $   1,604 
                              ===========          ==========       ===========

CASH FLOW FROM OPERATING 
   ACTIVITIES PER SHARE				
	Basic		                 		   $    0.17          	 $  0.08 	         $   0.03 
	Fully Diluted			             $    0.16          	 $  0.07         	 $   0.03 
				

CHANGE IN NON-CASH WORKING CAPITAL				
Current assets				
	Accounts receivable		        $  (3,938)	          $  1,117 	         $    629 
	Other			                        		(214)		           (1,024)		           1,383 
Current liabilities				
	Accounts payable and accruals	 	29,660              		(998)		          (9,509)
	Deferred income	              			3,276 		            2,157 		             508 
	Income taxes payable			            374 	               696 	             (461)
				                          ----------           ---------          ----------					
                              $  29,158 	          $  1,948 	         $ (7,450)
                              ==========           =========          ==========

SUPPLEMENTAL CASH FLOW INFORMATION				
	Interest on long-term 
   debt paid	                 $  33,900 	          $ 35,482 	         $ 40,983 
	                             ==========           =========          =========
 Income taxes paid		          $   1,072 	          $  1,390 	         $  1,269 
	                             ==========           =========          =========			
</TABLE>

The accompanying notes are an integral part of these consolidated 
financial statements.			

<PAGE>

CINEPLEX ODEON CORPORATION					
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY		
(in thousands of U.S. dollars, except for number of shares)										
										
<TABLE>
<CAPTION>



	                                        		 Subordinate Restricted   	                           
							                    Common Shares         Voting Shares        Retained                Total           
-------------------------------------------------------------------   Earnings    Translation Shareholders'
		                       Shares	      Amount	   Shares     	Amount    (Deficit)   	Adjustment Equity 	
------------------------------------------------------------------------------------------------------------
<S>                      <C>         <C>        <C>        <C>         <C>            <C>    <C>
BALANCE AT										
DECEMBER 31, 1994	      65,541,677  $ 213,890  49,204,245 	$ 258,525  $ (276,821)	  $  581 	 $ 196,175 
										
										
Exercise of options	        38,950        	64 				                                                	 64 		
Net loss		                                                           				(32,907)              (32,907) 	
Translation adjustment			                                                        	   2,660       2,660 											
-------------------------------------------------------------------------------------------------------
BALANCE AT								
DECEMBER 31, 1995		     65,580,627    213,954  49,204,245    258,525    (309,728)    3,241     165,992													 


Exercise of options	      	276,118       	375 			                                               		375 	
Net loss					                                                          	(31,082)		            (31,082)
Translation adjustment	                                                             			775 	      775 				
Issue of shares	      		37,477,412    	49,187  24,242,181     33,333 	                       	 82,520 								
-------------------------------------------------------------------------------------------------------
BALANCE AT											
DECEMBER 31, 1996	     103,334,157    263,516  73,446,426    291,858    (340,810)	    4,016   218,580 		


Exercise of options		       18,750 	       26                                             	       	26 
Net loss				                                                           		(62,067)		           (62,067)
Proposed merger costs (note 20)	                                        		(2,280)		            (2,280)
Translation adjustment				                                                         	  (3,077)		(3,077)
------------------------------------------------------------------------------------------------------	
BALANCE AT										
DECEMBER 31, 1997	     103,352,907   $ 263,542 73,446,426  $ 291,858   $ (405,157)	   $  939 $ 151,182 
======================================================================================================										

</TABLE>
								
The accompanying notes are an integral part of these consolidated 
financial statements.

<PAGE>


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
(all amounts in U.S. dollars unless otherwise stated) 

1. GENERAL 
 
 The Corporation is incorporated under the Ontario Business Corporations 
Act.
 
 The financial results of the Corporation's operations are presented in 
United States dollars, as approximately two-thirds of the Corporation's 
activities emanate from the United States.
 
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The consolidated financial statements are prepared in accordance with 
accounting principles generally accepted in Canada, which, except as 
described in note 17, conform in all material respects with accounting 
principles generally accepted in the United States. A summary of 
significant accounting policies is set out below.

Principles of Consolidation: The consolidated financial statements include 
the accounts of the Corporation and its subsidiaries. Intercompany accounts 
and transactions have been eliminated. The Corporation accounts for its 
interests in joint ventures through the proportionate consolidation method.

Inventories: Inventories are stated at the lower of cost (first-in, first-
out basis) and net realizable value.

Property, Equipment and Leaseholds: Property, equipment and leaseholds are 
stated at cost less accumulated depreciation and amortization. Depreciation 
and amortization are calculated using the following methods and annual 
rates:

Buildings 	             	Straight-line over 40 years
Projection equipment	    Straight-line over 20 years
Other equipment         	Straight-line over 15 years
Leaseholds	             	Straight-line over periods from 15 to 40 
	                       		years

Construction in progress is depreciated from the date the asset is ready 
for productive use.

Goodwill: Goodwill represents the excess of the purchase price of certain 
businesses over the fair value of the net identifiable assets acquired and 
is being amortized, on a straight-line basis, over 40 years. The 
Corporation regularly reviews the recoverability of goodwill by determining 
whether the amortization of the goodwill balance over its remaining life 
can be recovered through projected future undiscounted income from 
operations before interest on long-term debt and effects of goodwill 
amortization.

Deferred Income: Advance payments received under a strategic marketing 
relationship with a major supplier, advance sales of admissions, the sale 
of gift certificates and income from certain promotional programs are 
included as deferred income, and are recognized as income when services are 
rendered.

Deferred Charges: Deferred charges, consisting primarily of costs 
associated with debt refinancing, are amortized over the term of the 
related debt.

Foreign Currency Translation: Assets and liabilities denominated in a 
currency other than U.S. dollars are translated to U.S. dollars at exchange 
rates in effect at the balance sheet date. The resulting gains or losses 
are accumulated in a separate component of shareholders' equity under the 
caption "Translation adjustment". Revenue and expense items are translated 
at average exchange rates prevailing during the year.

Admissions Revenue: Admissions revenue from the exhibition of motion 
pictures is recognized on the dates of exhibition.

Earnings Per Share: Basic earnings per share are calculated using the 
weighted daily average number of Common Shares and Subordinate Restricted 
Voting Shares outstanding. Fully diluted earnings per share are calculated 
assuming the exercise of stock options at the beginning of the year, or for 
those stock options issued during the year, at the date of the grant to the 
extent the impact is dilutive.

Interest Rate Hedging Activities: The Corporation uses interest rate swaps 
to manage interest rate risk. These financial instruments are not held for 
trading purposes and any payments or receipts under such contracts are 
recognized as adjustments to interest expense. 

Measurement Uncertainty: The preparation of financial statements in 
conformity with generally accepted accounting principles requires 
management to make estimates and assumptions that affect the reported 
amounts of assets and liabilities and disclosure of contingent assets and 
liabilities at the date of the financial statements and the reported 
amounts of revenues and expenses during the period. Actual results could 
differ from those estimates.


3. ACCOUNTS RECEIVABLE

-------------------------------------------------------------------
                       			December 31, 1997	    December 31, 1996
-------------------------------------------------------------------
Trade		                     			$ 10,246,000	          $ 8,446,000
Current portion of 
  long-term receivables            	162,000             		150,000
Other 	                       				3,021,000	            1,098,000
Employee loans				                  210,000		             323,000
Allowance for doubtful accounts 	 	(417,000)            	(465,000)	
-------------------------------------------------------------------
			                         		 $ 13,222,000	          $ 9,552,000
===================================================================


4. PROPERTY, EQUIPMENT AND LEASEHOLDS

<TABLE>
<CAPTION>

----------------------------------------------------------------------------
	                         	    December 31, 1997    	December 31, 1996
----------------------------------------------------------------------------
<S>                             <C>                   <C>
Land 				                         	$  62,436,000        	$  63,116,000    
                                   --------------        --------------  
       		
Buildings	 Cost		                   	123,023,000	          126,217,000
		         Accumulated depreciation	 (25,700,000)	         (19,919,000)
                                     ------------          ------------			
		                                 			97,323,000          	106,298,000
		                                   ------------          ------------

Equipment	 Cost	                   		141,499,000          	136,521,000
		         Accumulated depreciation	 (76,384,000)         	(70,851,000)
                                     ------------         ------------			 
				                                 	65,115,000	           65,670,000
		                                   ------------         -------------

Leaseholds	Cost		                   	566,754,000          	537,153,000
(including	Accumulated depreciation	(230,490,000)        	(197,688,000)
 capital                            -------------         ------------- 
 leases)		 	                       		336,264,000           339,465,000
                                    -------------         -------------
		
Construction in progress            			6,293,000            	5,292,000    
-------------------------------------------------------------------------			
                              					$ 567,431,000	        $ 579,841,000
=========================================================================

The net book value of assets held under capital leases at December 31, 1997 
was $18,734,000 (1996-$20,508,000), net of accumulated amortization of 
$9,053,000 (1996-$7,700,000).


5. ACCOUNTS PAYABLE AND ACCRUALS

----------------------------------------------------------------
                      		December 31, 1997	  December 31, 1996
----------------------------------------------------------------
Trade			                    $  49,851,000	       $ 40,332,000
Accrued liabilities          	 20,554,000	          9,809,000
Sales and other taxes	          9,817,000	          8,517,000
Other		                       	11,627,000	            816,000
-----------------------------------------------------------------
	                         		$  91,849,000	       $ 59,474,000
=================================================================


6. DEFERRED INCOME

--------------------------------------------------------------------------
                                 				December 31, 1997	 December 31, 1996
--------------------------------------------------------------------------
Strategic marketing relationship	         $  5,665,000	      $  8,296,000
Advance admission sales		                   11,452,000	         9,678,000
Gift certificates	                         		5,522,000         	5,001,000
Promotional programs	                       	1,401,000           	491,000
Other 				                                     289,000          		278,000
---------------------------------------------------------------------------
	                                        			24,329,000        	23,744,000
	Less:  Current portion                    	20,364,000	        17,150,000
---------------------------------------------------------------------------
			                                      	$  3,965,000	      $  6,594,000
===========================================================================


7. LONG-TERM DEBT

-------------------------------------------------------------------------
                                					December 31, 1997	 December 31, 1996
-------------------------------------------------------------------------
Senior subordinated notes 
  maturing June 15, 2004,
  bearing interest at 10.875%	        		$ 200,000,000    	$ 200,000,000 
 
Bank credit facilities of 
  $158,530,000 maturing  
  December 31, 1999	                   			110,957,000	       79,940,000
 	
Various notes and mortgages
 (interest rates from 5.61% to 11.50%)	  		47,071,000       	49,877,000
------------------------------------------------------------------------
			                                   				358,028,000	      329,817,000
	Less:  Current portion                				24,505,000        	3,759,000
-------------------------------------------------------------------------
					                                 		$ 333,523,000	    $ 326,058,000
=========================================================================

The bank credit facilities bear interest at variable rates based upon an 
applicable margin over LIBOR or the bank's reference rate. The applicable 
margin for LIBOR borrowings will vary from a maximum of 2.25% to a minimum 
of 1.25% based upon the Corporation meeting certain financial ratios. 
During 1997, the Corporation reached an agreement with the bank syndicate 
participating in the bank credit facilities to (1) defer a commitment 
reduction scheduled for December 31, 1997 in the amount of $10,000,000; and 
(2) provide the Corporation with an additional commitment of $20,600,000.  
Based on the above information, commitment reductions under the bank credit 
facility are $40,000,000 in 1998 with the balance due in 1999. The bank 
credit facilities are secured by certain assets of the Corporation and its 
subsidiaries.

The bank credit facilities contain restrictive covenants which require the 
Corporation to maintain certain financial ratios. Given the uncertainty 
with respect to the admission and concession revenue that the Corporation 
will generate, the Corporation may not meet certain financial covenants as 
early as the first quarter end during the next fiscal year. The Corporation 
believes that the bank syndicate participating in the bank credit 
facilities would waive the particular financial covenants if the 
Corporation is not in compliance at a measurement date during the next 
twelve month period.

Principal repayments on long-term debt during each of the next five years 
approximate the following:

----------------------------
1998        		$  24,505,000
1999	          	119,047,000
2000	            	2,083,000
2001            		1,169,000
2002		            4,034,000
Thereafter	     207,190,000
----------------------------
		            $ 358,028,000
============================


8. FINANCIAL INSTRUMENTS

(i) Swap Agreements - The Corporation has entered into interest rate swap 
agreements to manage its interest rate exposure. At December 31, 1997 the 
Corporation had outstanding two interest rate swap agreements with a 
commercial bank. The details of the swaps are as follows:

(a) Notional principal - $15,000,000.  The Corporation pays 5.74% per 
annum, payable on a quarterly basis and receives three month LIBOR 
rate.  This swap expires November 30, 1998.

(b) Notional principal - $20,000,000.  The Corporation pays 5.72% per 
annum, payable on a quarterly basis and receives three month LIBOR 
rate.  This swap expires November 30, 1998.

The Corporation is exposed to credit loss in the event of non-performance 
by the other party to the interest rate swap agreements. However, the 
Corporation does not anticipate non-performance by the counterparty.

(ii)  Currency Options - The Corporation has entered into three currency 
option agreements to manage its exposure to movements in the Canadian 
dollar relative to the United States dollar. These agreements are for a 
total notional principal of $6,000,000 Canadian, $44,000,000 Canadian and 
$50,000,000 Canadian and expire on January 14, 1998, January 28, 1998 and 
March 30, 1998 respectively. The Corporation is exposed to credit loss in 
the event of non-performance by the other party to the currency option. 
However, the Corporation does not anticipate non-performance by the 
counterparty.

(iii) Fair Value of Financial Instruments - The carrying value of cash, 
accounts receivable, accounts payable and accruals and the current portion 
of long-term debt and other obligations approximates fair value due to the 
short term maturities of these instruments. Financial instruments with a 
carrying value different from their fair value include:


</TABLE>
<TABLE>
<CAPTION>

----------------------------------------------------------------------------
                           		December 31, 1997           December 31, 1996
----------------------------------------------------------------------------
        	              	   Carrying        Fair     	 Carrying       Fair
                           		Value        Value         Value        Value
----------------------------------------------------------------------------
<S>                        <C>           <C>          <C>           <C>
Financial assets
Long-term investments 
   and receivables
   - Practicable to estimate 
     fair value	         $    631,000  	$  7,135,000	 $    935,000   $7,873,000 
   - Not practicable	    $  1,575,000          	---	  $  1,600,000        	---
       
Financial liabilities
Long-term debt	          $333,523,000	  $347,523,000	 $326,058,000	$326,558,000
	
Swap agreements net receivable	  ---	   $     32,000        	---  	$    123,000    
---------------------------------------------------------------------------------------------------------
</TABLE>

The fair value of long-term investments and receivables is based on quoted 
market prices (where applicable) or by discounting future cash flows, 
including interest payments, using rates currently available for similar 
investments and receivables. The fair value of long-term debt is based on 
quoted market prices (where applicable) or by discounting future cash 
flows, including interest payments, using rates currently available for 
debt of similar terms and maturity. The fair value of interest rate swap 
agreements are the estimated amounts that the Corporation would receive 
upon termination of the agreements.


9. PENSION OBLIGATION

The Corporation has a defined benefit pension plan covering full-time 
employees in the United States. The benefits under this plan are based upon 
years of service and the employees' compensation for certain periods during 
the last years of employment. This plan is non-contributory and the 
Corporation's funding policy is to make the minimum annual contribution 
required by the applicable regulations. At December 31, 1997, approximately 
52% of the assets of this plan were held in bonds, 36% in treasury bills, 
11% in equities, and 1% in cash. The most recent actuarial estimate for the 
plan covering these employees as at December 31, 1997 indicates pension 
fund assets of $6,679,000  (1996-$6,557,000) and accrued pension benefits 
of $12,779,000 (1996-$12,185,000). 

The Corporation has a pension plan covering full time employees in Canada. 
Prior to January 1, 1993 this plan was a defined benefit plan and effective 
on that date it was converted to a defined contribution plan. At the date 
of the conversion benefits under the defined benefit plan were frozen. The 
most recent actuarial estimate for the plan covering Canadian employees 
indicates a surplus of pension fund assets over accrued benefits of 
approximately $2,101,000.

At December 31, 1997, the Corporation's pension obligation is $1,846,000, 
of which $875,000 is the long-term portion ($2,145,000 at December 31, 1996 
of which $1,072,000 was the long-term portion).


10. CAPITAL STOCK

------------------------------------------------------------------------------
                                    				 December 31, 1997  	December 31, 1996
------------------------------------------------------------------------------
Authorized:
Unlimited number of Common Shares, no par value
Unlimited number of First Preference Shares issuable in series, no par value
Unlimited number of Subordinate Restricted Voting Shares, no par value
		
Issued
103,352,907 Common Shares 
(December 31, 1996 - 103,334,157)            	$ 263,542,000  	$ 263,516,000
73,446,426 Subordinate Restricted Voting Shares
(December 31, 1996 - 73,446,426)		              291,858,000  	  291,858,000
------------------------------------------------------------------------------
				                                         	$ 555,400,000	  $ 555,374,000
===============================================================================

i) On March 20, 1996 the Corporation filed a supplemented short form 
prospectus in Canada and the United States pursuant to the multi-
jurisdictional disclosure system with respect to an offering of 25,000,000 
Common Shares to the public at a price of $1.375 per share, for an 
aggregate consideration of $34,375,000. In addition, in accordance with the 
provisions of the Amended and Restated Subscription Agreement, Universal 
Studios, Inc. (Universal) (formerly MCA INC.) and the Charles Rosner 
Bronfman Trust (the Trust) agreed to subscribe for 24,242,181 Subordinate 
Restricted Voting (SRV) Shares and 12,121,454 Common Shares respectively, 
at the same price as the offering to the public, for aggregate 
consideration of $50,000,000. The public offering and the subscriptions by 
Universal and the Trust were completed on March 28, 1996. On April 16, 
1996, the Corporation issued 355,958 Common Shares at a price of $1.375 per 
share as part of the over-allotment option provided to the underwriters 
pursuant to the public offering. The net proceeds from the issuance of the 
Common and SRV Shares were used to reduce indebtedness owing under the 
Corporation's revolving bank credit facilities. 

ii) The SRV Shares are held by Universal. Under the terms of the shares, 
Universal is entitled to exercise no more than one-third less one vote of 
the voting rights applicable to all issued voting shares.

iii) In 1996 the Amended and Restated Stock Option Plan (the Option Plan) 
was approved. The Option Plan provides for the granting of rights to 
purchase Common Shares under both incentive and non-incentive stock option 
agreements. The options granted under the Option Plan are for 10 year terms 
and vest over various periods to a maximum of 5 years. The maximum number 
of options which can be granted under the Option Plan is 17,646,716.

The following options to purchase Common Shares expire between October 15, 
2001 and December 18, 2007:
	
--------------------------------------------------
	Option price per share	      December 31, 1997
--------------------------------------------------
	$	1.70  Canadian		                   8,450
	 	1.87  Canadian	              	14,323,939
	 	2.00  Canadian	                 	106,750
	 	2.60  Canadian	                  	15,000
	 	1.31  United States	           1,000,000
---------------------------------------------------
Options outstanding end of year		15,454,139
===================================================


Stock option transactions for the respective years were as follows:

<TABLE>
<CAPTION>

----------------------------------------------------------------------------
		                             December 31, 1997         December 31, 1996      
	                            Number  		Weighted Av.   Number    Weighted Av.                                 
                             of        Exercise       of     	  Exercise
                             Options   Price ($Cdn)   Options   Price ($Cdn)
-----------------------------------------------------------------------------
<S>                          <C>             <C>     <C>             <C>
Options outstanding 
  beginning of year         14,503,239        1.87   7,835,289         3.06
Additional options granted   1,121,750        1.79   8,019,020         1.87
Less options exercised          18,750        1.87     276,118         1.87
Less options terminated, 
  canceled or expired          152,100        1.87   1,074,952         2.74
------------------------------------------------------------------------------
Options outstanding 
  end of year               15,454,139        1.86  14,503,239         1.87
==============================================================================

</TABLE>

At December 31, 1997 there were 10,385,334 options exercisable and 
1,621,666 options available for grant.

iv) Under the Corporation's current financing arrangements, the Corporation 
is prohibited from paying any Common Share or Subordinate Restricted Voting 
Share dividends unless it is in compliance with specified financial ratios. 
The Corporation is not currently in compliance with such financial ratios. 
Any such payment of dividends is further subject to annual limitations.


11. COMMITMENTS AND CONTINGENCIES

i) Certain theatre properties and theatre equipment are subject to lease 
agreements. Certain of the property leases require the Corporation to pay 
additional rent and to pay all business and realty taxes and a proportion 
of the landlord's operating costs in respect of the leased premises. Future 
minimum payments, by year and in the aggregate, under theatre operating 
leases and theatre and equipment capital leases, as at December 31, 1997, 
are as follows:

---------------------------------------------------------------------
                             				Capital leases   	Operating leases
---------------------------------------------------------------------
1998			                          	$   2,613,000    	$    86,846,000
1999		                              		2,441,000	         85,702,000
2000		                              		2,316,000	         83,682,000
2001		                              		1,085,000         	81,360,000
2002			                                	520,000	        	78,118,000
Thereafter	                         		1,521,000	        755,759,000
---------------------------------------------------------------------
Total minimum lease payments	        10,496,000	    $ 1,171,467,000
					                                             	=================	
Less:  Imputed interest at rates
	      between 7.5% and 8.5%	         2,255,000
	      Current portion		              1,970,000
-------------------------------------------------
	                              			$   6,271,000	
=================================================

ii) The Corporation and its subsidiaries are currently subject to audit by 
taxation authorities in several jurisdictions. The taxation authorities 
have proposed to reassess taxes in respect of certain transactions and 
income and expense items. The Corporation and its subsidiaries are 
vigorously contesting the adjustments proposed by the taxation authorities. 
Although such matters cannot be predicted with certainty, management does 
not consider the Corporation's exposure to such proposed reassessments to 
be material to these financial statements.

iii) The Corporation and its subsidiaries are also involved in certain 
litigation arising out of the ordinary course and conduct of its business. 
The outcome of this litigation is not currently determinable. Although such 
matters cannot be predicted with certainty, management does not consider 
the Corporation's exposure to such litigation to be material to these 
financial statements.


12. OTHER INCOME(EXPENSES)

Other income(expenses) is comprised of the following:

<TABLE>
<CAPTION>

-----------------------------------------------------------------------------------
	                              Year ended		        Year ended 	      	Year ended
                       	December 31, 1997  	December 31, 1996  	December 31, 1995
----------------------------------------------------------------------------------
<S>                        <C>                 <C>               <C>
Net loss on sale 
  or write down of
  theatre related assets   $ (46,239,000)       	$   (14,000)	    $ (3,014,000)
	
Net gain on sale 
  or realization of
  non-theatre related assets	  3,787,000	               ---	         1,175,000

Other	                        		(949,000)        	(1,363,000)      	(1,023,000)
--------------------------------------------------------------------------------
                        			$ (43,401,000)       	$(1,377,000)	    $ (2,862,000)
=================================================================================

</TABLE>

During the year ended December 31, 1997 the Corporation conducted a review 
of its operating assets and identified a select number of theatres for 
disposal.  Accordingly, the Corporation took a charge of $46,239,000 
representing the costs associated with terminating certain leases and 
disposing of certain properties and the write-off of the net book value 
attributable to the related properties.  It is anticipated that the 
disposal plan will be substantially completed by the end of fiscal 1998.  
An amount of $10,307,000, representing remaining lease termination 
payments, is included in accounts payable as at December 31, 1997.

13. INCOME TAXES

--------------------------------------------------------------------
             				Year ended	         Year ended	         Year ended
			       December 31, 1997  	December 31, 1996	  December 31, 1995
--------------------------------------------------------------------
Current 	    			$ 1,072,000        	$ 1,390,000	        $ 1,269,000
====================================================================

The Corporation's income tax provision based upon income(loss) from 
continuing operations before income taxes is made up as follows:

<TABLE>
<CAPTION>

-----------------------------------------------------------------------------
	                            Year ended	        Year ended	        Year ended
                     	December 31, 1997	 December 31, 1996	 December 31, 1995
-----------------------------------------------------------------------------
<S>                      <C>               <C>               <C>
Statutory income tax rate        44.0%              44.0%              44.0%
	
Provision based on statutory 
income tax rate    	 		  $ (27,173,000)    	$ (13,064,000)      $ (13,921,000)
	
Increase (decrease) in income tax
provision resulting from:
	
Tax exempt portion 
  of capital gains	           (359,000)           	(6,000)           	(48,000)
	
Permanent differences other 
  than capital gains     		   	519,000            	62,000 	           766,000
	
Non-recognition of tax benefit of
current year's losses for tax purposes:
	
 Canada 				                      	---	               ---          	1,290,000
	United States	            	35,130,000	        14,050,000	         11,913,000
	
Recognition of tax benefit of 
prior years' losses for tax purposes:
	
 Canada 	              	 		 (8,117,000)      	 (1,042,000)               	---
	United States	                 			---	               ---	                ---
------------------------------------------------------------------------------
				                             		---               	---                	---
Large Corporations Tax 
  and state taxes	           1,072,000         	1,390,000	          1,269,000
------------------------------------------------------------------------------
Income tax provision     	$  1,072,000	      $  1,390,000       	$  1,269,000 
==============================================================================

</TABLE>

For taxation purposes there are net operating loss carryforwards of 
approximately $272,000,000 available to offset future taxable income. These 
losses expire between the years 1998 and 2012. A portion of the United 
States net operating loss carryforwards, in the amount of $41,000,000, are 
subject to annual limitations.


14. SEGMENTED INFORMATION

Substantially all of the Corporation's operations are in the exhibition 
business, including the exhibition and distribution of motion picture 
films.  The geographic distribution of revenue, income(loss) before income 
taxes, income taxes, income (loss) and assets are shown below:

<TABLE>
<CAPTION>

------------------------------------------------------------------------
			                  Year ended         	Year ended		        Year ended
	            	December 31, 1997 	 December 31, 1996	  December 31, 1995
------------------------------------------------------------------------
<S>                  <C>             <C>                 <C>
Revenue
	Canada	         	$ 206,547,000	      $ 159,068,000	      $ 150,026,000
	United States	     367,230,000	        350,624,000	        363,124,000
----------------------------------------------------------------------- 
               			$ 573,777,000       $ 509,692,000	      $ 513,150,000
=======================================================================

Income(loss) before income taxes
	Canada         		$  19,236,000	     $   2,394,000	       $  (2,788,000)
	United States	     (80,231,000)	      (32,086,000)	        (28,850,000)
------------------------------------------------------------------------
                		$ (60,995,000)	    $ (29,692,000)	      $ (31,638,000)
========================================================================
Income taxes
	Canada	          $     323,000    	$     235,000        	$     126,000  
	United States	         749,000	        1,155,000            	1,143,000
------------------------------------------------------------------------
	                	$   1,072,000	    $   1,390,000	        $   1,269,000
========================================================================

Income(loss)
	Canada	          $  18,913,000   	 $   2,159,000        	$  (2,914,000)
	United States	     (80,980,000)	     (33,241,000)	         (29,993,000)
-------------------------------------------------------------------------
		                $ (62,067,000)	   $ (31,082,000)	       $ (32,907,000)
=========================================================================
</TABLE>

---------------------------------------------------------------              
                      			December 31, 1997	  December 31, 1996	
---------------------------------------------------------------              
Assets
	Canada 	                  		$ 163,323,000	      $ 142,448,000  
 United States	               	472,152,000	        501,723,000  
---------------------------------------------------------------              
			                         	$ 635,475,000	      $ 644,171,000
===============================================================

Film exhibition operations outside of Canada and the United States are 
currently limited to one theatre (six screens) in Budapest, Hungary. This 
location is not material to the Corporation's financial position or results 
of operations and is included with Canada for segmented disclosure 
purposes.


15. SUMMARY FINANCIAL INFORMATION OF PLITT THEATRES, INC. (PLITT)

The following is summarized consolidated financial information of Plitt:

----------------------------------------------------------------------------
                  				        Year ended	       Year ended       	Year ended
			                    December 31, 1997	December 31, 1996	December 31, 1995
----------------------------------------------------------------------------
Revenue				               	$ 367,230,000  	  $ 350,624,000	   $ 363,124,000
============================================================================
Income (loss) from 
continuing operations
before general and 
administrative expenses, 
depreciation and amortization,
interest on long-term debt 
and income taxes			         	$  (1,813,000)	 $  45,847,000	  $  46,148,000
===========================================================================
Net loss					                $ (80,980,000) 	$ (33,241,000)	 $ (29,993,000)
===========================================================================

The results for the year ended December 31, 1997 include $1,313,000 of 
costs charged to Plitt by the Corporation (1996-$1,799,000; 1995-$Nil).

---------------------------------------------------------------- 
                       			December 31, 1997	 December 31, 1996
----------------------------------------------------------------  
Current assets		             $  14,382,000	      $  17,105,000   
Noncurrent assets           	$ 457,770,000	      $ 484,618,000    
Current liabilities         	$ 130,838,000	      $  55,078,000    
Noncurrent liabilities	      $ 256,008,000      	$ 265,386,000   
================================================================

Current liabilities at December 31, 1997 include a net payable to the 
Corporation and other corporations within the consolidated group in the 
amount of $32,477,000 (1996-$9,551,000). Noncurrent liabilities at December 
31, 1997 and December 31, 1996 include $10,000,000 that is owed to the 
Corporation.	


16. RELATED PARTY TRANSACTIONS

Related party transactions not disclosed elsewhere in these financial 
statements include film distribution and exhibition agreements which the 
Corporation enters into with Universal. These agreements are conducted in 
accordance with normal business terms and conditions. Pursuant to these 
agreements, the Corporation, in the year ended December 31, 1997, paid 
approximately $27,459,000 in film licensing fees to Universal (1996-
$20,631,000, 1995-$31,198,000) and received from Universal approximately 
$1,010,000 (1996-$666,000, 1995-$576,000) relating to distribution 
services.


17. RECONCILIATION BETWEEN CANADIAN AND UNITED STATES 
GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (GAAP)

i) The Corporation has adopted the provisions of Statement of Financial 
Accounting Standards No. 109, "Accounting for Income Taxes" (FAS 109), for 
its financial statements presented under United States accounting 
principles. Under FAS 109 the Corporation's method of accounting for income 
taxes changes from the deferred method, as recorded under Canadian 
accounting principles, to an asset and liability approach. Under the asset 
and liability method of FAS 109, deferred tax assets and liabilities are 
recognized for the future tax consequences attributable to differences 
between the financial statement carrying amounts of existing assets and 
liabilities and their respective tax bases.

The income tax provision for the year ended December 31, 1997 calculated in 
accordance with United States accounting principles was the same as that 
reported under Canadian accounting principles after reflecting a net 
decrease in the valuation allowance of $58,600,000 (1996 - net increase of 
$19,400,000, 1995 - net increase of $22,700,000). 

The application of the above noted United States accounting principles on 
the balance sheet of the Corporation as at December 31, 1997 resulted in no 
net difference in deferred taxes from that reported under Canadian 
accounting principles.  Net deferred tax assets and liabilities are 
comprised of the following: 

--------------------------------------------------------------		
                        	December 31, 1997	  December 31, 1996	
--------------------------------------------------------------
Deferred Tax Assets
     Non capital losses		    $   22,378,000	  $   98,039,000	
     Depreciation		          	   27,225,000	      25,922,000
     Loss on disposals		         13,729,000	             ---
     Other                    			13,768,000	      15,039,000
--------------------------------------------------------------
		                             		77,100,000     	139,000,000
     Less:  Valuation allowance	(44,400,000)   	(103,000,000)
--------------------------------------------------------------
                         				$   32,700,000	  $   36,000,000
==============================================================

---------------------------------------------------------------
Deferred Tax Liabilities
     Depreciation	        		$   32,134,000   	$   34,755,000
     Other		                      	566,000		       1,245,000
---------------------------------------------------------------
			                       	 $   32,700,000	   $   36,000,000
===============================================================

ii) Under GAAP in the United States and the financial reporting 
requirements of the Securities and Exchange Commission, all operating 
income and expenses, such as those listed in note 12 to the consolidated 
financial statements, are required to be included in any subtotal 
purporting to represent income(loss) from operations. Therefore, under U.S. 
GAAP, income(loss) from operations as cross-referenced from the income 
statement to this note would be as follows:

-----------------------------------------------------------
       Year ended		         Year ended		         Year ended
December 31, 1997	   December 31, 1996	   December 31, 1995
-----------------------------------------------------------
    $ (27,095,000)		       $ 5,790,000	   	     $ 9,345,000
===========================================================

iii) The Corporation applies APB Opinion No. 25 in accounting for its stock 
options under United States GAAP. Beginning in 1996, United States GAAP 
encourages, but does not require, the recording of compensation cost for 
stock options at fair value. The new United States accounting 
pronouncement, SFAS No. 123, does however, require the disclosure of pro 
forma net income and earnings per share information as if the Corporation 
had accounted for its stock options issued in 1997, 1996 and 1995 under the 
fair value method. Accordingly, the fair value of these options has been 
estimated at the date of grant or re-issue using the Black-Scholes option 
pricing model with the following assumptions for 1997 and 1996: weighted 
average risk free interest rate of 5.38% and 5.96%; dividend yield of 0%; 
volatility factor of the expected market price of the Corporation's Common 
Shares of 0.42 and 0.60; and a weighted average expected life of the 
options of 2.0 and 2.9 years. The weighted-average grant-date fair value of 
the options issued in 1997 was Canadian $0.48 and in 1996 was Canadian 
$0.80. For purposes of pro forma disclosures, the estimated fair value of 
the options is amortized to expense over the options' vesting period which 
ranges from upon issuance or re-issue to four years. Retroactive 
application of the fair value method to prior years is not permitted, 
therefore the full effect of the fair value method will not be reflected in 
the pro forma disclosures until it has been applied to all non-vested 
options. Assuming the Corporation has accounted for its stock options 
issued under the fair value method, United States GAAP pro forma net loss 
and net loss per share for the years ended December 31, 1997 and 1996 would 
have been $63,559,000 ($0.36 per share) and $35,059,000 ($0.21 per share) 
respectively. Compensation cost for the year ended December 31, 1995 has 
not been estimated as the number of options issued in the year was 
insignificant.

iv) Under GAAP in the United States and the financial reporting 
requirements of the Securities and Exchange Commission, presentation of 
Cash Flow from Operating Activities per Share is not permitted on the face 
of the Statement of Changes in Cash Resources.

v) In accordance with FAS 87 the following disclosures are made:

Defined Benefit Pension Plan

-----------------------------------------------------------------------------
 	                         		Year ended		       Year ended	       	Year ended	
	                   		December 31, 1997	 December 31, 1996 	December 31, 1995
-----------------------------------------------------------------------------
Periodic Pension Cost
   Service cost         		$    315,000	       $    332,000	     $    318,000
   Interest cost		             899,000	           	896,000	         	926,000	
   Return on assets	          (554,000)	          (537,000)	        (460,000)
   Other                    			214,000           		529,000	         	263,000
-----------------------------------------------------------------------------
			                       $    874,000	       $  1,220,000     	$  1,047,000
=============================================================================

Key assumptions
   Discount rate				              7.75%	             7.50%	            8.00%
   Expected long term return 
     on assets                   	8.50%             	8.50%	            8.50%	
   Compensation increase rate		   6.00%	             6.00%	            6.00%	
  
------------------------------------------------------------------------------
		                           		                	Year ended	         Year ended	
	                                     			December 31, 1997  	December 31, 1996
------------------------------------------------------------------------------
Reconciliation of Funded Status
   Projected benefit obligation            		$ (12,779,000)    	$ (12,185,000)	
   Plan assets at fair value			                  6,679,000	         6,557,000	
   Unrecognized net loss			                      3,384,000         	2,515,000	
   Prior service costs not yet recognized	         108,000          		129,000	
   Unrecognized net transition obligation         	824,000	          	989,000	
   Other			                                     		 (62,000)	         (150,000)	
===============================================================================
		                                        			$  (1,846,000)    	$  (2,145,000)	
===============================================================================

Defined Contribution Pension Plan

No cost is recognized in any of the three years ended December 31, 1997 
with respect to this plan.

vi) Under GAAP in the United States and the financial reporting 
requirements of the Securities and Exchange Commission, costs related to 
the proposed merger in the amount of $2,280,000, which have been charged to 
retained earnings under Canadian GAAP, would be charged to expense under 
U.S. GAAP.  Accordingly, the following tabular reconciliation is provided 
for net loss in accordance with U.S. GAAP:

-------------------------------------------------------
			                                 					Year ended	
						                          		December 31, 1997
-------------------------------------------------------
Net loss as reported on the 
  consolidated income statement     		$ (62,067,000)	
Proposed merger costs					               	2,280,000
------------------------------------------------------
Net loss in accordance with
  U.S. GAAP		                       		$ (64,347,000)
======================================================

In accordance with U.S. GAAP the basic and fully diluted loss per share is 
$0.36.  Shareholders' equity is unaffected.


18. JOINT VENTURES

The Corporation's prorata share of the joint venture operations through 
which it carries out part of its activities is summarized below.  The 
Balance Sheet amounts below reflect the elimination of accounts between 
these joint ventures and the Corporation.

-----------------------------------------------------------------------------
                            	Year ended        	Year ended        	Year ended
	                     December 31, 1997  December 31, 1996 	December 31, 1995
-----------------------------------------------------------------------------
Revenue	                    $ 8,367,000       	$ 4,727,000	      $ 3,624,000
Expenses                     	4,881,000         	3,519,000	        2,588,000
----------------------------------------------------------------------------
Net income                 	$ 3,486,000	       $ 1,208,000	      $ 1,036,000 
============================================================================
Cash flow from operations	  $ 3,969,000       	$ 1,589,000  	    $ 1,251,000
============================================================================
	
------------------------------------------------------------------ 
			                        December 31, 1997	   December 31, 1996	
------------------------------------------------------------------  
Current assets		                $  2,281,000        	$    966,000
Noncurrent assets              	$ 12,833,000	        $ 10,953,000
Current liabilities	            $  2,305,000	        $  1,629,000
Noncurrent liabilities	         $  2,381,000	        $  2,167,000
==================================================================

19. RECLASSIFICATIONS

Certain prior years' balances have been reclassified to conform with the 
financial statement presentation adopted in the current year.

20. PROPOSED MERGER

On September 30, 1997, the Corporation announced that it has entered into 
an agreement with SPE and LTM which provides for the combination of the 
businesses of the Corporation and LTM. LTM is a private Delaware 
Corporation wholly-owned by SPE. The transaction will involve combining the 
Corporation with the Loews Theatres Exhibition Group, which consists of 
Sony/Loews Theatres and its joint ventures with Star Theatres and Magic 
Johnson Theatres. It is proposed that the combined company will be named 
Loews Cineplex Entertainment Corporation (LCE). It is anticipated that LCE 
will have over 2,700 screens in approximately 450 locations in North 
America.

Pursuant to a series of related transactions to be effected pursuant to a 
Plan of Arrangement under the Business Corporations Act (Ontario), the 
Corporation's shares will be exchanged for shares of LCE with the result 
that the Corporation will become a wholly-owned subsidiary of LCE. Upon 
closing of the transaction, SPE will own approximately 51.1% of LCE's 
shares (representing 49.9% of LCE's voting shares); Universal will own 
approximately 26.0% of LCE's shares (subsequent to a cash subscription of 
approximately $84.5 million); the Bronfman Trusts will own approximately 
9.6% of LCE's shares; and the shareholders of the Corporation, other than 
Universal and the Bronfman Trusts, will own approximately 13.3% of LCE's 
shares. It is intended that the LCE shares will be listed on the New York 
Stock Exchange and the Toronto Stock Exchange.

The merger is subject to approval by the shareholders of the Corporation 
and regulatory approval in both Canada and the United States. The special 
meeting of shareholders is scheduled for March 26, 1998.  It is anticipated 
that closing of this transaction will take place in the second quarter of 
1998.

During the year ended December 31, 1997 the Corporation incurred legal, 
investment banking and other costs directly attributable to the proposed 
merger.  Such costs are considered to be a capital transaction under 
Canadian GAAP and accordingly have been charged to retained earnings (note 
17).

<PAGE>


Selected Quarterly Financial Data
(In thousands of U.S. dollars except per share data)

<TABLE>
<CAPTION>

                                           	  Unaudited
-----------------------------------------------------------------------------
                                  							Three Months Ended
		                       March 31	     June 30	 September 30 	December 31
		                           1996         1996         1996          1996
-----------------------------------------------------------------------------
<S>                      <C>          <C>          <C>        <C>
Revenue		              	$ 128,351    $ 117,783    $ 141,976    $ 121,582
Operating income(loss)	     3,951       (1,793)       6,523       (1,514)
Loss        		             (7,157)     (11,070)      (2,970)      (9,885)

Loss per share
Basic		                	    (0.06)       (0.06)       (0.02)       (0.06)
Fully Diluted	              (0.06)       (0.06)       (0.02)       (0.06)
-----------------------------------------------------------------------------
					                                      Three Months Ended
	                       	March 31	    June 30	 September 30 	 December 31
				                         1997        1997          1997          1997
-----------------------------------------------------------------------------
Revenue	               	$ 150,546    $ 127,215    $ 149,960    $ 146,056
Operating income(loss)	    10,759       (5,527)       6,409        4,665
Income(loss)   		           2,107      (14,579)      (7,164)     (42,431)

Earnings(loss) per share
Basic	                      	0.01        (0.08)       (0.04)       (0.24)
Fully Diluted	               0.01        (0.08)       (0.04)       (0.24)
-----------------------------------------------------------------------------
</TABLE>


		SUPPLEMENTAL SCHEDULES:

Schedules of the Corporation for each of the three years in the 
period ended December 31, 1997 are filed under Item 14 hereto.


ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON 
ACCOUNTING AND FINANCIAL DISCLOSURE.

		Not Applicable.

<PAGE>

PART III

ITEM 10.	DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

The information required by Item 10 is set forth in the 
Corporation's Proxy Statement under the caption "Directors and 
Officers" and "Security Ownership of Certain Beneficial Owners 
and Management" and is incorporated herein by reference (except 
that certain information regarding the Corporation's executive 
officers is included in Part I under the heading "Executive 
Officers").

ITEM 11.	EXECUTIVE COMPENSATION.

The information required by Item 11 is set forth in the 
Corporation's Proxy Statement under the caption "Compensation" 
and is incorporated herein by reference.

ITEM 12.	SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT.

The information required by Item 12 is set forth in the 
Corporation's Proxy Statement under the caption "Security 
Ownership of Certain Beneficial Owners and Management" and is 
incorporated herein by reference.

ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

The information required by Item 13 is set forth in the 
Corporation's Proxy Statement under the captions "Interests of 
Insiders in Material Transactions" and "Compensation" and is 
incorporated herein by reference.

<PAGE>

PART IV 

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

(a)	1.	FINANCIAL STATEMENTS

The following financial statements of the Corporation have been 
filed under Item 8 hereto.

Auditors' Report

Consolidated Balance Sheets at December 31, 1997 and 1996

For each of the years ended December 31, 1997, 1996 and 1995:

	Consolidated Income Statement 
	Consolidated Statement of Changes in Cash Resources
	Consolidated Statement of Changes in Shareholders' Equity

Notes to the Consolidated Financial Statements

2.	FINANCIAL STATEMENT SCHEDULE

	Auditors' Report on Schedule

	Schedule II   -	Valuation and qualifying accounts

All other schedules have been omitted because the information 
required is included in the consolidated financial statements or 
the notes thereto.

<PAGE>


	3.	EXHIBITS:

 (i)  	The following Exhibits, numbered as they were numbered for
 filing as Exhibits to the Corporation's Form S-1 Registration Statement,
 No. 33-12919, as amended, effective May 14, 1987, are incorporated
 herein by reference:

10.9		Restated Subscription Agreement between Cineplex 
Odeon Corporation and MCA INC. dated January 15, 1986, as 
amended May 6, 1986

10.11		Cineplex Standstill Agreement between Cineplex 
Odeon Corporation and MCA INC. dated May 12, 1986, as amended 
January, 1987

10.14		MCA Registration Agreement between Cineplex 
Odeon Corporation and MCA INC. dated May 12, 1986

10.26		Amendment to Restated Subscription Agreement dated 
May 4, 1987

10.27		Amendment to Standstill Agreement dated May 4, 1987

 (ii)		The following Exhibit, 
numbered as it was for filing as an Exhibit to the 
Corporation's Annual Report on Form 10-K for 1987, is 
incorporated herein by reference:

10.2		Amendment to Cineplex Standstill Agreement dated as 
of March 3, 1988

 (iii)		The following Exhibits, 
numbered as they were for filing as Exhibits to the 
Corporation's Quarterly Report on Form 10-Q for the 
quarter ended June 30, 1989 are incorporated herein by 
reference:

10.6		Agreement made May 15, 1989 between Cineplex Odeon 
Corporation and MCA INC., further amending the Standstill Agreement between 
them dated May 12, 1986

10.7		Form of Indemnity as executed by Cineplex Odeon Corporation 
in favour of each of the Corporation's directors

 (iv)		The following Exhibits, numbered as they were for filing
 as Exhibits to the Corporation's report on Form 8-K which was filed 
October 24, 1989 are incorporated herein by reference:

3		Agreement made October 24, 1989 between Cineplex Odeon 
Corporation and MCA INC., further amending the Standstill Agreement between 
them dated May 12, 1986

 (v)		The following Exhibits, numbered as they were for filing
 as Exhibits to the Corporation's Annual Report on Form 10-K for 1989, are 
incorporated herein by reference:

3.2		Bylaws
	
 (vi)		The following Exhibits, numbered as they were for filing
 as Exhibits to the Corporation's Annual Report on Form 10-K for 1990, are 
incorporated herein by reference:

3.1		Articles of Amalgamation

10.2		Sample Cineplex Odeon Corporation Option Agreement 
for United States resident

 (vii)		The following Exhibits, numbered as they were for filing
 as an Exhibit to the Corporation's Quarterly Report on Form 10-Q for the 
quarter ended June 30, 1994 are incorporated herein by reference:

4.1		Indenture dated as of June 23, 1994, by and among Plitt 
Theatres, Inc. and Cineplex Odeon Corporation and The Bank 
of New York as Trustee.

10.1		Credit Agreement dated as of June 23, 1994, by and among 
Cineplex Odeon Corporation and Plitt Theatres, Inc. and The 
Bank of Nova Scotia as agent, and the banks party thereto.

10.2		Letter Agreement dated as of June 23, 1994, regarding the 
establishment of an operating credit facility, between 
Cineplex Odeon Corporation, as borrower, and The Bank of Nova Scotia.

		
 (viii)	The following Exhibits, numbered as they were for filing
as an Exhibit to the Corporation's Quarterly Report on Form 10-Q for the 
quarter ended March 31, 1995 are incorporated herein by reference:

10.1		Second Amendment Agreement dated as of March 31, 1995 by 
and among Cineplex Odeon Corporation, Plitt Theatres, Inc., the Guarantors,
The Bank of Nova Scotia as agent, and the Banks party thereto.

 (ix)		The following Exhibits, numbered as they were for filing
 as an Exhibit to the Corporation's Quarterly Report on Form 10-Q for the 
quarter ended September 30, 1995 are incorporated herein by reference:

10.1		Third Amendment Agreement dated as of September 30, 1995 
by and among Cineplex Odeon Corporation, Plitt Theatres, Inc., the Guarantors,
The Bank of Nova Scotia as agent, and the Banks party thereto.

 (x)		The following Exhibits, numbered as they were for filing
 as an Exhibit to the Corporation's Annual Report on Form 10-K for 1995 are 
incorporated herein by reference:

10.1		Fifth Amendment Agreement dated as of March 26, 1996 by 
and among Cineplex Odeon Corporation, Plitt Theatres, Inc., the Guarantors, 
The Bank of Nova Scotia as agent, and the Banks party thereto.

10.2		Amended and Restated Subscription Agreement dated 
as of March 19, 1996 by and among Cineplex Odeon Corporation, MCA INC.
and the Charles Rosner Bronfman Trust.

 (xi)		The following Exhibits, numbered as they were for filing
 as an Exhibit to the Corporation's Quarterly Report on Form 10-Q for the 
quarter ended June 30, 1996 are incorporated herein by reference:

3.1		Articles of the Corporation as amended effective June 6, 1996.

10.1		Stock Option Plan as amended effective June 6, 1996.
	
 (xii)		The following Exhibits, numbered as they were for filing
 as an Exhibit to the Corporation's Quarterly Report on Form 10-Q for the 
quarter ended September 30, 1996 are incorporated herein by reference:

10.1		Sixth Amendment Agreement dated as of August 16, 1996 by 
and among Cineplex Odeon Corporation, Plitt Theatres, Inc., the Guarantors,
The Bank of Nova Scotia as agent, and the Banks party thereto.	
				
10.2		Seventh Amendment Agreement dated as of October 31, 1996 
by and among Cineplex Odeon Corporation, Plitt Theatres, Inc., the Guarantors,
The Bank of Nova Scotia as agent, and the Banks party thereto.

 (xiii)	The following Exhibits, numbered as they were for filing
as an Exhibit to the Corporation's Annual Report on Form 10-K for 1996 are 
incorporated herein by reference:
		
10.1		Eighth Amendment Agreement dated as of February 17, 1997 
by and among Cineplex Odeon Corporation, Plitt Theatres, 
Inc., the Guarantors, The Bank of Nova Scotia as agent, and 
the Banks party thereto.

10.2		Employment Agreement between Cineplex Odeon Corporation
and Mr. Allen Karp dated as of July 4, 1996 as amended by 
letter agreement dated as of December 6, 1996.
			
10.3		Employment Agreement between Cineplex Odeon Corporation
and Mr. Ellis Jacob dated as of December 6, 1996.

10.4		Employment Agreement between Cineplex Odeon Corporation
and Mr. Robert Tokio dated as of December 6, 1996.

10.5		Employment Agreement between Cineplex Odeon Corporation
and Mr. Michael Herman dated as of December 6, 1996.

10.6		Employment Agreement between Cineplex Odeon Corporation
and Mr. Howard Lichtman dated as of December 6, 1996.

10.7		Employment Agreement between Cineplex Odeon Corporation
and Mr. Irwin Cohen dated as of December 6, 1996.

10.8		Employment Agreement between Cineplex Odeon Corporation
and Mr. Michael McCartney dated as of September 15, 1995 as amended by letter
agreement dated as of January 22, 1997.
		
 (xiv)		The following Exhibit, numbered as they were for filing
as an Exhibit to the Corporation's Quarterly Report on Form 10-Q for the 
quarter ended March 31, 1997 are incorporated herein by reference:

10.1		Performance-Based Option Agreement.

 (xv)		The following Exhibits, numbered as they were for filing
as an Exhibit to the Corporation's Quarterly Report on Form 10-Q for the 
quarter ended September 30, 1997 are incorporated herein by reference:
			
10.1		Tenth Amendment Agreement dated as of November 7, 1997 
by and among Cineplex Odeon Corporation, Plitt Theatres, Inc., the Guarantors,
the Bank of Nova Scotia as agent, and the Banks party thereto.

 (xvi)		The following Exhibits are filed herewith:

11.1	 	Statement re computation of earnings per share.

21.1  	Subsidiaries of the Corporation.

23.1		Consent of KPMG.

27	  	Financial Data Schedule.

 (b)	On October 17, 1997, the Corporation filed a 
Form 8-K dated September 30, 1997 reporting that the 
Corporation, SPE and LTM have entered into an agreement 
which provides for the combination of the businesses of 
the Corporation and LTM. The following Exhibits, 
numbered as they were for filing as an Exhibit to the 
Form 8-K are incorporated herein by reference:

1		Master Agreement among Sony Pictures Entertainment Inc., 
LTM Holdings, Inc. and Cineplex Odeon Corporation dated as of 
September 30, 1997.

2		Form of Plan of Arrangement of Cineplex Odeon Corporation 
under Section 182 of the Business Corporations Act (Ontario).
	
3		Stockholders Agreement among LTM Holdings, Inc., Sony 
Pictures Entertainment Inc., Universal Studios, Inc., Charles Rosner Bronfman
Family Trust and certain other parties dated as of September 30, 1997.

4		Subscription Agreement by and between LTM Holdings, Inc. and 
Universal Studios, Inc. dated as of September 30, 1997.

5		Press Release of Cineplex Odeon Corporation and Sony 
Corporation of America dated September 30, 1997.

<PAGE>

Pursuant to the requirements of Section 13 or 15(d) of 
the Securities Exchange Act of 1934, the Corporation has duly 
caused this report to be signed on its behalf by the undersigned, 
thereunto duly authorized.

						CINEPLEX ODEON CORPORATION


						By:  Allen Karp            
           --------------------
						     Allen Karp
						     President and Chief
						     Executive Officer

						Date:  March 11, 1998


						By:  Stephen Brown         
           ---------------------
 				     	Stephen Brown
	 					    Senior Vice-President
						     and Chief Financial Officer

						Date:  March 11, 1998  

<PAGE>

Pursuant to the requirements of the Securities Exchange Act 
of 1934, this report has been signed below by the following 
persons in the capacities and on the dates indicated.


  Signature		   Title				                      Date


  Allen Karp              	 President, Chief Executive 	   March 11, 1998
  ----------                Officer and Director
  Allen Karp		              (Principal Executive
			                          Officer)

  Ellis Jacob               Executive Vice-President 	     	March 11, 1998    
  -----------               and Chief Operating Officer
  Ellis Jacob               and Director
				  

  E. Leo Kolber          	  Chairman of the Board	         	March 11, 1998    
  -------------
  E. Leo Kolber


  Rudolph P. Bratty     	  	Director		                   	 	March 11, 1998 	
  -----------------
  Rudolph P. Bratty


  -----------------         Director			 			
  John H. Daniels


  -----------------         Director			 		
  Bruce L. Hack


                            Director			 		
  -----------------
  Brian C. Mulligan


                            Director			 		
  ----------------- 
  Andrew J. Parsons


  Eric W. Pertsch       	  	Director		                  	 	March 11, 1998	
  -----------------    
  Eric W. Pertsch


  Robert Rabinovitch      		Director			                   	March 11, 1998	
  ------------------
  Robert Rabinovitch

 
  James D. Raymond      	  	Director			                    	March 11, 1998	
  ----------------
  James D. Raymond  


                            Director			 		
  ------------------
  Howard L. Weitzman


<PAGE>

INDEPENDENT AUDITORS' REPORT ON SCHEDULE

The Board of Directors and Shareholders of Cineplex Odeon Corporation

Under date of February 13, 1998 we reported on the 
consolidated balance sheets of Cineplex Odeon Corporation as 
at December 31, 1997 and 1996 and the related consolidated 
statements of income and changes in shareholders' equity and 
cash resources for each of the years in the three year 
period ended December 31, 1997, as contained in the annual 
report on Form 10-K for the year 1997.  In connection with 
our audits of the aforementioned consolidated financial 
statements, we also have audited the related financial 
statement schedule in the Form 10-K.  This financial 
statement schedule is the responsibility of the Company's 
management.  Our responsibility is to express an opinion on 
this financial statement schedule based on our audits.
In our opinion, the related financial statement schedule, 
when considered in relation to the basic consolidated 
financial statements taken as a whole, presents fairly, in 
all material respects, the information set forth therein.

KPMG

Chartered Accountants
Toronto, Canada
February 13, 1998

<PAGE>


CINEPLEX ODEON CORPORATION											
SCHEDULE II											
VALUATION AND QUALIFYING ACCOUNTS						
For fiscal periods 1997, 1996 and 1995							
(in thousands of U.S. dollars)											

<TABLE>
<CAPTION>


   Column A      		Column B	   Column C	               Column D	    Column E

               			Balance at 	Charged to	 Charged to	 Deductions/			Balance		
                Beginning of  Costs and 	 Other	      Other         at End
Description         		Period 	Expenses	   Accounts 		 Changes       of Period
-----------    -------------  ---------   ----------  -----------   --------- 
<S>                 <C>       <C>           <C>          <C>         <C>

Year Ended December 31, 1997											
											
Allowance for 
  doubtful accounts   	$465      		N/A        	N/A	      	($48)	(ii)	   $417 
Goodwill	          		11,281 	   	1,109          	0 	       	(8)	      12,382 
Deferred charges	    	3,671 	   	1,597          	0 	      	(74)	       5,194 
                   --------    -------       -----      --------     -------										
	                  	$15,417 	  	$2,706        		$0 	    	($130)	    	$17,993 
                   --------    -------       -----      --------     -------										

Year Ended December 31, 1996											

Allowance for 
  doubtful accounts  	$524      		N/A	        	N/A		      ($59)	       $465 
Goodwill	          	10,167      1,114          		0 	        	0 		    11,281 
Deferred charges	   	2,395 		   1,275 		         0 	        	1 	      3,671 
											        -------     ------        -----        -----      ------
	                  $13,086    	$2,389         		$0 	     	($58)	   	$15,417 
											        -------     ------        -----        -----     -------

Year Ended December 31, 1995										
											
Allowance for 
  doubtful accounts	 $519 	     	N/A         		N/A	         $5 	        $524 
Goodwill	          	9,702 	    1,147 	           0 		     (682)	(iii)	10,167 
Deferred charges			 1,170     	1,452 		          0       	(227)	(iv)  	2,395 
			               -------     ------          -----      -------      ------
                  $11,391 		  $2,599            $0      		($904)    	$13,086 
                  -------     ------          -----      -------      ------											

</TABLE>

Notes											

(i)  Unless otherwise stated, Deductions/Other Changes represent the 
translation adjustment on the conversion of Canadian dollar amounts to 
U.S. dollars.											

(ii)  $32 relates to the write-off of uncollectible property tax 											

(iii) $687 relates to the write-off of the accumulated amortization of 
goodwill associated with the	sale of certain theatres.											

(iv) $236 relates to the write-off of a deferred charge item that had 
become fully amortized	during the period. 									

<PAGE>

EXHIBIT INDEX



Exhibit			Description	                                      Page Number

11.1	     Statement re computation of earnings per share.

21.1     	Subsidiaries of the Corporation 

23.1	     Consent of KPMG.

27	       Financial Data Schedule.