January 22, 1997

Mr. Michael D. McCartney
23 Del Rey Circle
Thousand Oaks, CA  91360
U.S.A.

Dear Mr. McCartney:

Reference is made to the letter agreement (the "Employment 
Agreement") dated September 15, 1995 between Cineplex Odeon 
Corporation ("Cineplex") and you.

This letter will confirm that the Employment Agreement  has been 
extended from January 1, 1997 to December 31, 1998 and that the 
base salary referred to in paragraph 3(a) has been increased to 
$225,000 U.S. per annum effective January 1, 1997.

In all other respects, Cineplex and you agree that the terms and 
conditions of the Employment Agreement are hereby confirmed and 
ratified without amendment and remain in full force and effect.

Yours very truly,

CINEPLEX ODEON CORPORATION

    	Michael Herman
By:______________________________
	Michael Herman
	Executive Vice President, 
	Corporate Affairs

AGREED TO AND ACCEPTED this      day of January, 1997.

Michael McCartney
_________________
Michael McCartney






September 15, 1995 

Mr. Michael D. McCartney
23 Del Rey Circle
Thousand Oaks, CA  91360
U.S.A.

Dear Mr. McCartney:

This letter will serve to confirm our recent discussions regarding 
your continuing employment arrangements with Cineplex Odeon 
Corporation ("Cineplex") as follows:




1.	Employment and Services:  Cineplex has agreed to cause Plitt 
Theatres, Inc. to continue your employment and you have agreed to 
perform your full-time services as Senior Vice President, U.S. Film 
upon the terms and conditions hereinafter set forth.  You will 
perform such services as required from time to time by, and you 
shall be required to report directly to, the Chief Executive 
Officer of Cineplex or to such other senior executive of Cineplex 
as the Chief Executive Officer may designate.  


2.	Term:  The term of this agreement shall commence on September 
11, 1995 (the "Effective Date") and continue until December 31, 
1996 (the "Expiry Date").




3.	Compensation:

	(a)	Base Salary:  For your services rendered, Cineplex shall 
pay you a base salary of $200,000.00 U.S. per annum or such 
higher salary as may be determined by the Board of Directors 
of Cineplex (the "Board") at a review to be held annually 
(effective January 1st) or more frequently if the Board so 
determines.  Such salary shall be payable in equal instalments 
on Cineplex's regular pay days, subject to the usual and 
required employee payroll deductions and withholdings.

	(b)	Bonus:  You acknowledge that the payment of bonuses in 
any year is a matter in the sole discretion of the Board.  
Cineplex confirms to you its existing policy that the question 
of bonus payments will be considered by the Board at least 
annually; bonuses may be paid in cash, Cineplex common shares 
or a combination of the two; and that the decision as to 
payment and amount will take into account primarily individual 
performance, departmental performance and corporate 
performance and may take into account such other secondary 
factors as the Board deems appropriate.  Any decision of the 
Board with respect to the amount or form of a bonus, if any, 
shall be final and binding upon you.

	(c)	Stock Options:  In consideration of you agreeing to 
continuing to be employed by Cineplex, you shall be granted on 
the Effective Date options to acquire an additional 25,000 
common shares of Cineplex subject to and in accordance with 
the terms of Cineplex's existing stock option plan.  You 
acknowledge that the issuance of additional options is a 
matter in the sole discretion of the Board.  Cineplex confirms 
to you its existing policy that the question of issuance of 
stock options will be considered by the Board at least 
annually.  Subject to the terms of Cineplex's stock option 
plan, as from time to time in effect, any decision of the 
Board with respect to the quantity or terms of a stock option 
grant, if any, will be final and binding on you.


4.	Vacation:  You shall be entitled to vacation with pay during 
the term of this agreement in accordance with current Cineplex 
vacation policy at the Effective Date, which shall in no event be 
less than four weeks per annum.  


5.	Benefits:  During the term of your employment hereunder:

	(a)	Cineplex shall reimburse you for your reasonable and 
necessary business expenses in accordance with its then 
prevailing policy (which shall include appropriate itemization 
and substantiation of expenses incurred);

	(b)	You shall be entitled to participate in the benefit 
plans referred to in Schedule "I" (or other substantially 
similar benefit arrangements offered to senior executives of 
the Corporation); and

	(c)	You shall be entitled to a car allowance of 4.5% of your 
Base Salary.


6.	Termination by Cineplex:  Cineplex may terminate your 
employment hereunder:

	(a)	without notice for such cause as would entitle Cineplex 
at law to terminate your employment without notice; or 



	(b)	if you have suffered a disability which makes you 
eligible to receive the maximum benefit payable under 
Cineplex's long-term disability insurance plan.


7.	Termination by You:  Without waiving or prejudicing any other 
rights or remedies which you might otherwise have against Cineplex, 
you may terminate your employment hereunder at any time on not less 
than 90 days' notice in the event that Cineplex reduces your Base 
Salary or otherwise fails in any material respect to perform its 
obligations hereunder, provided such notice is given within ninety 
days of such reduction in Base Salary or failure to perform and 
provided that your employment has not been otherwise terminated 
pursuant to Paragraph 6.


8.	Notices:  All notices and other communications hereunder shall 
be in writing and shall be given by hand delivery to the other 
party or by register of certified mail, return receipt requested, 
postage prepaid, addressed as follows:

If to you:	Mr. Michael D. McCartney
		Cineplex Odeon Corporation
		1925 Century Park East
		Suite 300
		Los Angeles, California  90067
		U.S.A.

If to Cineplex:		Cineplex Odeon Corporation
			1303 Yonge Street
			Toronto, Ontario
			M4T 2Y9

			Attention:  President and Chief 
				    Executive Officer

or to such other addresses either party shall have furnished to the 
other in writing in accordance herewith.  Notices and 
communications shall be effective when actually received by the 
addressee.


9.	Successors:  This agreement shall enure to the benefit of and 
be binding upon Cineplex and its successors and assigns.


10.	Severability, Entire Agreement and Amendments:  This agreement 
sets forth the entire understanding between us.  There are no 
terms, conditions, representations, warranties or covenants other 
than those contained herein.  The invalidity or unenforceability of 
any provision of this agreement shall not effect the validity or 
enforceability of any other provision of this agreement.


11.	Cineplex Code of Conduct and Confidentiality:  Attached hereto 
and made a part of this agreement is a draft of the Cineplex Code 
of Conduct and Confidentiality.  You confirm that you have read, 
understood, and will comply with such Code of Conduct and 
Confidentiality, and any amendments thereto which you receive, such 
amendments to be consistent with the tenure of the current Code of 
Conduct and Confidentiality and not in violation of public policy.


12.	Governing Law:  This agreement shall be governed by and 
construed in accordance with the laws of the State of California.

Yours very truly,

CINEPLEX ODEON CORPORATION

By: Michael Herman

AGREED TO AND ACCEPTED this 21st day of September, 1995.

Michael McCartney
_________________
Michael McCartney