FORM 10 - Q

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)

     (X)    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
             OF THE SECURITIES EXCHANGE ACT OF 1934

 For the quarterly period ended:  September 30, 1996
                                  ------------------
                             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)
								

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  
     -

As of November 2, 1996, 103,323,551 shares of Cineplex Odeon Corporation
 Common Stock were outstanding.

                                        TOTAL NO. OF PAGES  35
					
				                                   	EXHIBIT INDEX PAGE  14 

<PAGE> 


             CINEPLEX ODEON CORPORATION

	                    FORM 10-Q
		
                	SEPTEMBER 30, 1996

	                       Index


PART I - FINANCIAL INFORMATION                        	 	Page No.
                                                         -------- 
ITEM  1 - Financial Statements (Unaudited)               

	Consolidated Balance Sheet
	  September 30, 1996 and December 31, 1995	            	  3

	Consolidated Income Statement
	  Three Months Ended September 30, 1996 and 		
	  September 30, 1995 and;

	Nine Months Ended September 30, 1996 and              		  4
 	  September 30, 1995

	Consolidated Statement of Changes in
	Cash Resources
	  Nine Months Ended September 30, 1996 and
	  September 30, 1995    	    			                          5

	Notes to the Consolidated Financial
	Statements - September 30, 1996                      	  6 - 7 	


ITEM 2 - Management's Discussion and Analysis
	 of Results of Operations and
	 Financial Condition                                 	  8 - 10


PART II - OTHER INFORMATION
  
ITEM 1 - Legal Proceedings	                                11

ITEM 6 - Exhibits and Reports on Form 8-K	                 11

SIGNATURE PAGE	                                            12


<PAGE>

																																																																		
	CINEPLEX ODEON CORPORATION																																													
	CONSOLIDATED BALANCE SHEET 																																													
	(in thousands of U.S. dollars)																																													

<TABLE>
<CAPTION>
																																																																																									
		                          Unaudited		                  Audited																																										
		                          September 30, 1996		         December 31, 1995
                            ------------------           -----------------																																										
<S>                         <C>                          <C>																																														
ASSETS																																														
																																														
CURRENT ASSETS																																														
  Cash		                     $       1,927          		   $         1,604 																																										
  Accounts receivable 		             7,956 		                     10,362 																																										
  Other		                            9,332 	                       7,614 		
                            --------------               ---------------   
 		                                 19,215 	                      19,580 	
						
PROPERTY, EQUIPMENT AND 
LEASEHOLDS 	                      	574,685 		                    583,442 		
						
OTHER ASSETS						
  Long-term investments and 
    receivables	                    	2,966                       		3,945 		
  Goodwill 	                       	33,096 	                     	33,927 		
  Deferred charges 	                	7,991                        	8,749 		
                             -------------                --------------	
	                                   44,053 	                     	46,621 		
						                       -------------                --------------
						
TOTAL ASSETS	     	          $     637,953     	          $      649,643 		
						                       =============                ==============

LIABILITIES AND SHAREHOLDERS' 
EQUITY						
						
CURRENT LIABILITIES				
  Accounts payable and 
   accruals		                $     54,726 	               $      59,591 
  Deferred income 	                14,840 		                     14,930 
  Current portion of long-term 
   debt and other obligations     		6,749                       		7,146
                             ------------                 -------------		
                                   76,315                      		81,667 
				
LONG-TERM DEBT                  		315,908                     		381,857 
				
CAPITALIZED LEASE OBLIGATIONS	     	8,850                      		10,451 
				
DEFERRED INCOME 	                  	7,172 	                      	8,428 
				
PENSION OBLIGATION                  		993                       		1,248 
				
SHAREHOLDERS' EQUITY				
  Capital stock	                 	555,356                     		472,479 
  Translation adjustment 		         4,284                       		3,241 											
  Retained earnings (deficit)	  	(330,925)                   		(309,728)							
                             -------------                 -------------		
                                  228,715                     		165,992 											
															
COMMITMENTS AND CONTINGENCIES (note 2)															
															
TOTAL LIABILITIES AND 
SHAREHOLDERS' EQUITY           $  637,953 	                   $ 649,643
                            ==============                   ============	
</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>
												
			                                              		Unaudited							
												
                       3 Months Ended	  	3 Months Ended	   	9 Months Ended		    9 Months Ended	
		                  September 30, 1996	September 30, 1995	September 30, 1996	September 30, 1995				
                    ------------------ ------------------ ------------------ ------------------                   
                     <C>                <C>                <C>                <C>
<S>                                                                 
REVENUE												
  Admissions		               $  99,893     $ 111,038          $ 274,094          $ 276,370 	
  Concessions		                 36,169       	39,168           		97,101       	     96,256 				 
  Other		                        5,914 	      	5,461           		16,915             15,519 				
                         -------------  ------------     --------------         -----------
                             		141,976      	155,667          		388,110      	    	388,145 
EXPENSES												 
  Theatre operations and 
   other expenses         		   113,412       118,955          		316,400 	    	     317,671 				
  Cost of concessions	          	6,473 	 	     6,767           		17,323 	          	16,762 				 
  General and administrative		   4,625 	      	4,262 		          13,330 		          13,252 				 
  Depreciation and amortization	10,943 	     	10,903 		          32,376 		          31,706
                          ------------    -----------     -------------         ------------ 				
                            		 135,453      	140,887          		379,429           	379,391 		 
                         -------------    -----------     -------------         ------------
Income before the undernoted  	 	6,523      		14,780            		8,681            		8,754 				
      
Other income(expenses)          		(458)	      	(156)	          	(1,295)           	 (2,806)				
                          -------------   -----------      ------------         ------------
Income before interest on 
long-term debt and income 
taxes  												             	6,065       	14,624 	          	7,386      	     	 5,948 			

Interest on long-term debt     		8,736      		10,096          		27,478            	30,880 				
								                  -------------   -----------      ------------          ------------				
Income/(loss) before income 
taxes	                         	(2,671)	      	4,528        		(20,092)           	(24,932				

Income taxes                     		299 	        	195 	         	1,105                	991 				
												             --------------   -----------      ------------         ------------
NET INCOME / (LOSS)		         $ (2,970)		    $ 4,333 	       $ (21,197) 	      	$ (25,923			
										               ==============   ===========      ============         ============	

BASIC												
Weighted average shares 
 outstanding		              176,765,000 		114,769,000    		159,007,000           114,757,000 				
Net income(loss) per share	     ($0.02)       		$0.04         		($0.13)		            ($0.23)				
												
FULLY DILUTED												
Weighted average shares 
 outstanding	              	183,362,000 		 122,611,000     	166,082,000           	122,616,000 				
Net income(loss) per share		     ($0.02)       		$0.04 	       	($0.13)	            	($0.23)				
												
</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>
							
				                                               Unaudited			
	                                     		 9 Months Ended      9 Months Ended		
    	                               	September 30, 1996		September 30, 1995		
	                           					    ------------------  ------------------
<S> 						                           <C>                 <C>
CASH PROVIDED BY (USED FOR)
 
OPERATING ACTIVITIES						
		Net loss	                              $  (21,197)		       $ (25,923)	
		Depreciation and amortization             	32,376            	31,706		
		Other non-cash items                      	(1,569)           		1,692 	
                                      --------------        -----------		
	                                             9,610             	7,475 	
		Net change in non-cash working
    capital	                                 (3,027)	          	(6,124)	
                                      --------------        ------------		
	                                             6,583             	1,351 		
                                      --------------        ------------	
FINANCING ACTIVITIES		 		 		
		Decrease in long-term debt and 
   other obligations	                       (67,835)          	(12,953)	
		Increase in long-term debt and 
   other obligations	                             -            	14,166		
		Issue of share capital, net of 
   issue costs                              	82,877                	56 		
		Other                                     	(1,474)             	(523)		
                                      --------------        -------------		
	                                            13,568               	746 		
                                      --------------        -------------	
INVESTMENT ACTIVITIES						
		 Additions to property, equipment 
     and leaseholds                         (18,981)          	(25,115)		
		Long-term investments	                       (260)		             (73)		
		Proceeds on sale of certain 
     theatre properties	                      1,901 	           23,674 	
		Other                                      (2,488)              (458)		
                                      --------------        -------------		
	                                           (19,828)	          	(1,972)		
							                               --------------        -------------

	NET INCREASE DURING PERIOD                   		323              		125 		
							
	CASH AT BEGINNING OF PERIOD                		1,604             	1,551		
                                      --------------        -------------					
	CASH AT END OF PERIOD		                    $ 1,927 		         $ 1,676 	
							                               ==============        ==============
							
	CASH FLOW FROM OPERATING ACTIVITIES 
 PER SHARE						
	        Basic 	                            $  0.04              $  0.01 		
	       	Fully Diluted                      $  0.04        				  $  0.01
													
</TABLE>
The accompanying notes are an integral part of these consolidated
 financial statements.						

<PAGE>	

CINEPLEX ODEON CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1996
(in U.S. dollars) 
(Unaudited)

1. BASIS OF PRESENTATION

The consolidated financial statements in this quarterly report to
shareholders are prepared in accordance with accounting principles
generally accepted in Canada.  For the three and nine months ended
September 30, 1996, the application of accounting principles generally
accepted in the United States did not have a material effect on the
measurement of the Corporation's net loss and shareholders' equity.  For
information on differences between Canadian and United States generally
accepted accounting principles, reference is made to the Corporation's
1995 annual report to shareholders.

The consolidated financial statements in this quarterly report to
shareholders are based in part on estimates, and include all adjustments
consisting of normal recurring accruals that management believes are
necessary for a fair presentation of the Corporation's financial position
as at September 30, 1996, and the results of its operations for the three
and nine months then ended.  Operating results for the three and nine
months ended September 30, 1996 are not necessarily indicative of the
results that may be expected for the year ending December 31, 1996.

The consolidated financial statements and related notes have been
prepared in accordance with generally accepted accounting principles
applicable to interim periods; consequently they do not include all
generally accepted accounting disclosures required for annual
consolidated financial statements.  For more complete information these
consolidated financial statements should be read in conjunction with the
consolidated financial statements and notes contained in the
Corporation's 1995 annual report to shareholders.


2. COMMITMENTS AND CONTINGENCIES

i) 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.  Management believes that the Corporation and
its subsidiaries have meritorious defenses and is 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 litigation to be material to these
financial statements.

ii) 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.

<PAGE>

3. SUMMARY FINANCIAL INFORMATION

The following is consolidated summarized financial information of the
Corporation's wholly owned subsidiary Plitt Theatres, Inc.:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
                                                                   Unaudited                                       
       			        	3 Months Ended		3 Months Ended		9 Months Ended		9 Months Ended	
                  	Sept. 30, 1996	 Sept. 30, 1995  Sept. 30, 1996 	Sept. 30, 1995                                            
<S>                <C>             <C>             <C>             <C>                                         
---------------------------------------------------------------------------------
Revenue 	        		$   95,433,000		$  105,621,000		$  266,447,000		$  272,379,000
=================================================================================

Income before general and 
administrative expenses,
depreciation and amortization,
interest on long-term debt 
and income taxes		$   14,993,000		$   18,665,000		$   35,463,000		$   32,108,000
=================================================================================

Net loss	       		$   (4,222,000) 	$    (855,000) 	$ (22,291,000)	$  (25,956,000)
=================================================================================
                                                                                    


-----------------------------------------------------------------------
             				September 30, 1996     	December 31, 1995
-----------------------------------------------------------------------
Current assets	   		$  	 14,572,000         $   21,259,000
Noncurrent assets	 	   	487,109,000	           502,989,000
Current liabilities		    53,443,000	            54,790,000
Noncurrent liabilities	 263,440,000            282,577,000
=======================================================================

</TABLE>

Current liabilities at September 30, 1996 include a net payable to the
Corporation and other corporations within the consolidated group in the
amount of $4,682,000 (December 31, 1995 - net payable of $3,834,000).
Noncurrent liabilities at September 30, 1996 and December 31, 1995
include $10,000,000 that is owed to the Corporation. 


4. RECLASSIFICATION

Certain of the prior period's balances have been reclassified to conform
with the presentation adopted in the current period.

<PAGE>

	Management's Discussion and Analysis of
	Results of Operations and Financial Condition

(All figures are in U.S. dollars except where otherwise noted)

The Corporation's net loss for the three months ended September 30, 1996
was $2,970,000 or $0.02 per share compared to a net income of $4,333,000
or $0.04 per share for the same period in 1995.  For the nine months
ended September 30, 1996, the net loss was $21,197,000 or $0.13 per
share as compared to $25,923,000 or $0.23 per share in the corresponding
period in the prior year.  The loss in the third quarter of 1996 is
directly attributable to the impact of the Summer Olympics on the
industry box office and a disappointing late summer film release schedule.
 
LIQUIDITY AND CAPITAL RESOURCES

Cash flow from operations for the nine months ended September 30, 1996
amounted to a net inflow of $6,583,000 compared to a net inflow of
$1,351,000 for the same period in 1995. Excluding the impact of the net
change in non-cash working capital, the Corporation's cash flow from
operations for the nine months ended September 30, 1996 amounted to a net
inflow of $9,610,000 compared to a net inflow of $7,475,000 for the same
period in 1995. The increase in cash flow resulted primarily from the
reduction in interest on long-term debt in the first nine months of 1996
compared to the same period of 1995.

Management expects to open 8 new theatre locations (adding 74 new screens)
and refurbish a total of 8 theatres (adding 19 new screens) during the
remainder of 1996 at an estimated net cost of $18,000,000.  In 1997 it is
management's current intention to open up to 26 new theatre locations
(adding 257 screens) and refurbish a total of 4 theatres (adding 17
screens) at an estimated net cost to the Corporation of less than
$70,000,000. 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.  In addition to
the Corporation's plans to develop and build theatres in North America,
the Corporation's growth strategy also includes the development and
operation of "location-based entertainment centres" and limited
international expansion. Location-based entertainment centres are
destination entertainment complexes anchored by a movie theatre and
the first such centre opened in Calgary, Alberta during the third quarter
of 1996.  It is the Corporation's current intention to invest
approximately $10,000,000 in location-based entertainment centres during
the next three years. The Corporation will open its first theatre outside
of North America in Budapest, Hungary in the fourth quarter of 1996. In
addition to Hungary, management is reviewing other international markets
with a view to finalizing an international strategy. At this stage it is
premature to comment on the magnitude of the Corporation's capital
commitment relating to its international expansion strategy. The
Corporation plans to fund its expansion programs by drawing on its bank
credit facilities and through internally generated cash flow. The
Corporation has approximately $86,500,000 available under its bank credit
facilities at September 30, 1996.

At September 30, 1996 the Corporation's long-term debt was $315,908,000
as compared to $381,857,000 at December 31, 1995.  This reduction reflects
the fact that the equity proceeds raised by the Corporation in the first
quarter of 1996 were used to initially reduce the Corporation's revolving
long-term credit facilities.

RESULTS OF OPERATIONS

The Corporation reports its results in U.S. dollars.  In order to
eliminate the impact of exchange rate fluctuations on the yearly
comparison of both admission and concession revenue, the results of
the Corporation's Canadian operations as discussed below are measured in
Canadian dollars.  The Corporation's U.S. results for the first nine
months of 1996 have been impacted by the sale of 28 theatres, located in
Florida and Georgia, to Carmike Cinemas, Inc. in the second quarter of
1995.

The Corporation's United States theatres recorded a decrease in admission
revenue of 10.2% for the three months ended September 30, 1996 compared
to the same period in 1995. This admission revenue decrease was the result
of a 13.8% decrease in attendance offset by a 3.6% increase in box office
revenue per patron.  Admission revenue for the nine months ended
September 30, 1996 decreased by 2.5% compared to the same period in 1995.
This decrease was the result of a 6.3% decrease in attendance offset by a
3.8% increase in box office revenue per patron.  Adjusting for theatres
sold, admission revenue for the nine months ended September 30, 1996
increased by 0.4%.  This increase was a result of a 2.3% decrease in
attendance and a 2.7% increase in box office revenue per patron.  

The Corporation's Canadian theatres reported a decrease in admission
revenue of 10.1% (when measured in Canadian dollars) for the three months
ended September 30, 1996 compared to the same period in 1995.  This
decrease was the result of a decrease in attendance of 9.4% and a
decrease in box office revenue per patron of 0.7% over the same period
in 1995. Admission revenue for the nine months ended September 30, 1996
increased by 2.2% compared to the same period in 1995.  This increase was
the result of a 3.3% increase in attendance offset by a 1.1% decrease in
box office revenue per patron. 

The decrease in both third quarter attendance and admission revenue in
1996 as compared to the same period in 1995 reflects the impact of the
Summer Olympics on the industry box office and a disappointing late
summer film release schedule.

The Corporation's United States concession revenue decreased by 9.1% for
the three months ended September 30, 1996 compared to the same period in
1995.  The attendance decrease of 13.8%, combined with an increase in
concession revenue per patron of 4.7% was responsible for the decrease
in concession revenue.  Concession revenue decreased by 2.3% for the nine
months ended September 30, 1996 compared to the same period in 1995. 
This decrease was the result of a 6.3% decrease in attendance offset by
a 4.0% increase in concession revenue per patron.  Adjusting for theatres
sold, concession revenue for the nine months ended September 30, 1996
increased by 1.7%.  This increase is a result of a 2.3% decrease in
attendance and a 4.0% increase in concession revenue per patron.

The Corporation's Canadian concession revenue decreased by 5.4% (when
measured in Canadian dollars) for the three months ended
September 30, 1996 compared to the same period in 1995, reflecting the
decrease in attendance of 9.4% and an increase in concession revenue per
patron of 4.0%.  Concession revenue increased by 6.6% in the nine months
ended September 30, 1996 compared to the same period in 1995, reflecting
the 3.3% increase in attendance and a 3.3% increase in concession revenue
per patron.

The gross margin from theatre operations (consisting of revenue from
theatre operations less film cost, cost of concessions, theatre
advertising, payroll, occupancy and supplies and services), when
expressed as a percentage of theatre operating revenue, decreased for the
three months ended September 30, 1996 to 17.2% from 20.0% for the same
period in 1995. This decrease is attributable to the decreased revenue
experienced in both the Corporation's Canadian and United States theatres
in the third quarter of 1996.  The gross margin from theatre operations
for the nine months ended September 30, 1996 increased from 14.5% to
15.8%.  This increase in gross margin is due to the impact of the sale
of certain theatres in Florida and Georgia.

Interest on long-term debt decreased by 11.0% during the nine months
ended September 30, 1996 compared to the same period in 1995.  This
decrease is a result of the initial application of equity proceeds
from the public offering in March of 1996 against the Corporation's
long-term debt.

During 1996 the value of the Canadian dollar has 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 revenue of such theatres.   
        
<PAGE>

 PART II - OTHER INFORMATION

ITEM 1		LEGAL PROCEEDINGS
        -----------------

The Corporation has been, and continues to be, involved in numerous
legal proceedings. However, although such matters cannot be predicted
with certainty, 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 6		EXHIBITS AND REPORTS ON FORM 8-K
        --------------------------------
	          
(a)     Exhibit 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.

(b)     Exhibit 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.
	
(c)     Exhibit 11.1		Statement re Computation of Per Share Earnings.
	
(d)     Exhibit 27  		Financial Data Schedule.
	
(e) The Corporation did not file any reports on Form 8-K during the
    quarter ended September 30, 1996.

<PAGE>

SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.




				CINEPLEX ODEON CORPORATION
				(Registrant)




Date     November 13, 1996 	 	        Allen Karp        
         -----------------          -------------------------
			                                	Allen Karp
			                                	President and Chief
			                                	Executive Officer
								

Date     November 13, 1996		          Ellis Jacob        
         -----------------          -------------------------
			                                	Ellis Jacob
			                                	Executive Vice President
			                                	and Chief Financial Officer
								
<PAGE>


Commission File No. 1-9454     




	SECURITIES AND EXCHANGE COMMISSION

	Washington, D.C.   20549




	EXHIBITS

	TO

	QUARTERLY REPORT ON FORM 10-Q

	OF

	CINEPLEX ODEON CORPORATION

	For the Quarterly Period Ended September 30, 1996

<PAGE>


	EXHIBIT INDEX

                                                   	             	Sequential
Exhibit	          Description                		                 	Page Number
-------		      -----------------					                            -----------				

10.1	      Sixth Amendment Agreement dated as of August 16,           15-21 
          	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,        22-33
 	         1996 by and among Cineplex Odeon Corporation, Plitt
 	         Theatres, Inc., the Guarantors, The Bank of Nova
          	Scotia as agent, and the Banks party thereto.

11.1	      Statement re Computation of Per Share Earnings.	       	    34

27	        Financial Data Schedule.                               	    35