Cineplex Odeon Corporation

                 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

      NOTICE  is hereby given that the Annual Meeting of Shareholders  (the
"Meeting") of CINEPLEX ODEON CORPORATION (the "Corporation") will  be  held
at  Cineplex  Odeon  Varsity Cinemas, 55 Bloor Street West,  Second  Level,
Toronto,  Ontario,  on Thursday June 26, 1997, at the hour  of  12:00  noon
(Toronto time) for the following purposes:

          1.    To  receive  the  annual report  of  the  Corporation,  the
          financial statements of the Corporation contained therein  as  at
          and  for  the year ended December 31, 1996, and a report  of  the
          auditors thereon.

          2.   To elect directors.

          3.    To  appoint  KPMG,  Chartered Accountants,  as  independent
          auditors for fiscal 1997.

          4.    To  authorize the directors to fix the remuneration of  the
          auditors.

          5.    To transact such further and other business as may properly
          come  before  the  Meeting  or  any adjournment  or  adjournments
          thereof.

DATED the 26th day of May, 1997.

                                                         BY  ORDER  OF  THE
                              BOARD

                                                       Michael Herman

                                                       Secretary

NOTE:  Shareholders who are unable to be present in person at  the  Meeting
are  requested to fill in, date, sign and return, in the envelope  provided
for  that purpose, the form of proxy accompanying this Notice. In order  to
be  voted,  proxies must be received by the Corporation, c/o its  Registrar
and  Transfer  Agent,  Montreal Trust Company  of  Canada,  Stock  Transfer
Department, 151 Front Street West, 8th Floor, Toronto, Ontario M5J  2N1  by
no  later than 5:00 p.m. (Toronto time) on Tuesday June 24, 1997 or, in the
case of any adjournment of the Meeting, by no later than 5:00 p.m. (Toronto
time)  on  the second business day immediately preceding the date  of  such
adjourned  Meeting. A Management Information Circular  and  form  of  proxy
accompany this Notice.

                        CINEPLEX ODEON CORPORATION
                            1303 YONGE STREET
                             TORONTO, ONTARIO
                                 M4T 2Y9

                         SOLICITATION OF PROXIES

      This Management Information Circular is furnished in connection  with
the  solicitation  by  the management of Cineplex  Odeon  Corporation  (the
"Corporation") of proxies to be used at the Annual Meeting  of  Common  and
Subordinate   Restricted  Voting  Shareholders  of  the  Corporation   (the
"Meeting")  to  be held on Thursday June 26, 1997, at 12:00  noon  (Toronto
time)  at  Cineplex  Odeon Varsity Cinemas, 55 Bloor  Street  West,  Second
Level,  Toronto, Ontario, and at any adjournments thereof, for the purposes
set  forth in the accompanying Notice of Meeting. It is expected  that  the
solicitation  will  be  primarily by mail. Proxies may  also  be  solicited
personally  by  officers or employees of the Corporation at  nominal  cost.
Management  of  the Corporation has also retained ADP Independent  Investor
Communications Corporation ("ADP") to assist in the solicitation of proxies
from  shareholders. The estimated fee payable to ADP for such  services  is
$750.  The  cost  of  solicitation  by management  will  be  borne  by  the
Corporation.  This  Management Information Circular  and  the  accompanying
proxy  are expected to be first mailed to shareholders on or about May  26,
1997.

      Unless otherwise indicated, information contained herein is given  as
of  May 14, 1997. Management knows of no matters to come before the Meeting
other  than the matters referred to in the accompanying Notice of  Meeting.
Unless  otherwise indicated, all dollar figures contained herein are stated
in Canadian currency.

                  APPOINTMENT AND REVOCATION OF PROXIES

      The  persons named in the enclosed form of proxy are directors and/or
officers  of the Corporation. A shareholder desiring to appoint some  other
person  to attend, act and vote for him or her and on his or her behalf  at
the  Meeting and at any adjournments thereof may do so either by  inserting
such  person's name in the blank space provided in the form of proxy or  by
completing another proper form of proxy and, in either case, delivering the
completed  proxy to the Corporation, c/o Montreal Trust Company of  Canada,
the  Registrar and Transfer Agent of the Corporation, at 151  Front  Street
West,  8th  Floor,  Toronto,  Ontario M5J 2N1,  Attention:  Stock  Transfer
Department,  or  returning  it by mail in the envelope  provided  for  that
purpose, in either case so that it is received by Montreal Trust Company of
Canada at the above-noted office by no later than 5:00 p.m. (Toronto  time)
on Tuesday June 24, 1997 or, in the case of any adjournment of the Meeting,
by  no  later  than  5:00 p.m. (Toronto time) on the  second  business  day
immediately preceding the date of such adjourned Meeting.

      The proxy must be signed by the shareholder or by his or her attorney
authorized  in  writing, as his or her name appears  on  the  Corporation's
register  of shareholders. If the shareholder is a corporation,  the  proxy
must be executed by an officer or attorney thereof duly authorized.

      In  addition to revocation in any other manner permitted  by  law,  a
proxy  given pursuant to this solicitation may be revoked by instrument  in
writing executed by the shareholder or by his or her attorney authorized in
writing  or, if the shareholder is a corporation, by an officer or attorney
thereof duly authorized, and deposited either:

          (i)   at the registered office of the Corporation at any time  up
          to  and including the last business day preceding the day of  the
          Meeting, or any adjournments thereof, at which the proxy is to be
          used; or

          (ii)  with the chairman of such Meeting on the day of the Meeting
          or any adjournments thereof.

     Upon either of such deposits, the proxy is revoked.

                    EXERCISE OF DISCRETION BY PROXIES

      The persons named in the enclosed form of proxy will vote or withhold
from voting the shares in respect of which they are appointed on any ballot
that may be called for in accordance with the direction of the shareholders
appointing  them.  In the absence of such direction, such  shares  will  be
voted  FOR  all of the matters referred to in items (a) to, and  including,
(c) in the accompanying proxy, all as stated under the appropriate headings
in this Management Information Circular.

      The  enclosed form of proxy confers discretionary authority upon  the
persons  named therein with respect to amendments or variations to  matters
identified in the Notice of Meeting and with respect to other matters which
may  properly  come before the Meeting. As of the date of  this  Management
Information  Circular,  management of the  Corporation  knows  of  no  such
amendments,  variations  or  other matters  to  come  before  the  Meeting.
However, if any such amendments, variations or other matters not now  known
to  management of the Corporation should properly come before the  Meeting,
the  shares  represented  by the proxies hereby  solicited  will  be  voted
thereon  in  accordance  with the best judgment of the  person  or  persons
voting such proxies.

                              ANNUAL REPORT

      The  consolidated  financial statements of the  Corporation  for  the
fiscal  year ended December 31, 1996 and the auditors' report thereon  will
be placed before the shareholders.

                              VOTING SHARES

      On  May 14, 1997, the Corporation had outstanding 103,352,282  common
shares  ("Common  Shares")  and  73,446,426 Subordinate  Restricted  Voting
Shares ("SRV Shares"). Universal Studios, Inc. ("Universal"), formerly  MCA
INC.,  a  diversified  entertainment company, is the  only  holder  of  SRV
Shares.

      At  all  meetings  of shareholders, each Common  Share  entitles  the
registered holder thereof to one vote, which may be given in person  or  by
proxy.  Shares  represented at the Meeting in person or by  proxy  will  be
counted  toward the existence of a quorum notwithstanding their  abstention
or  non-vote on certain matters in accordance with Ontario law. Abstentions
and  non-votes  with respect to a particular proposal will not  be  counted
toward the total number of votes cast, however, in determining whether such
proposal receives the necessary approval.

      Other  than  with  respect to the election  of  directors  (discussed
below),  the holders of SRV Shares are currently entitled, as a  class,  to
the  lesser  of: (i) one vote less than one vote per share for each  issued
and  outstanding SRV Share, and (ii) one vote less than the result obtained
by  dividing  by two the difference between (a) the total number  of  votes
attached  to issued and outstanding "voting securities" of the Corporation,
and (b) three times the number of votes attached to "Universal stocks". For
purposes  of the Articles of the Corporation, "voting securities"  excludes
SRV  Shares  but  includes Common Shares and "Universal stocks"  means  all
voting   securities  owned  by  Universal,  its  subsidiaries,  associates,
affiliates, their respective directors and officers and the associates  and
affiliates  of  such directors and officers, other than  voting  securities
owned by any person who is on or after April 29, 1996 a director or officer
of The Seagram Company Ltd. ("Seagram") or a subsidiary thereof (other than
Universal and its subsidiaries) or by any associate (other than Seagram  or
any affiliate of Seagram) of any such person.

      Universal,  the  sole  holder of SRV Shares,  has,  pursuant  to  the
Articles  of  the  Corporation, the right to nominate a maximum  number  of
directors proportionate to its share ownership of the Corporation, provided
that it may not nominate more than: (i) four candidates for election to the
board of directors, if the number of directors of the Corporation is 15, or
(ii)  one-third of the number of candidates for election to  the  board  of
directors  (rounded down to the nearest whole number),  if  the  number  of
directors  of  the Corporation is other than 15. The number  of  candidates
that  Universal may nominate at any particular meeting of shareholders  is,
however,  reduced by the number of individuals nominated by  management  of
the Corporation at the particular meeting at the request of Universal.

      All  shareholders, including Universal, are entitled to exercise  one
vote  for  each  share  owned  by them with  respect  to  those  candidates
nominated by Universal for election to the board of directors (or  proposed
for  nomination  by  management  of  the  Corporation  at  the  request  of
Universal). Pursuant to the Articles of the Corporation, Universal  is  not
entitled to vote any of its SRV Shares for any other nominees.

      The  record  date  for  the purpose of determining  the  shareholders
entitled  to  receive notice of the Meeting (the "Record  Date")  has  been
fixed  as  May 14, 1997. In accordance with the provisions of the  Business
Corporations Act (Ontario) (the "Act"), the Corporation will prepare a list
of  shareholders  as  at  the close of business  on  the  Record  Date.  In
accordance  with the voting rights attaching to the Common Shares  and  the
SRV  Shares as outlined above, each shareholder named in the list  will  be
entitled  to  vote, on all resolutions put forth at the Meeting  for  which
such shareholder is entitled to vote, the shares shown opposite his or  her
name  on the said list, except to the extent that: (i) the shareholder  has
transferred  any of his or her shares after the Record Date; and  (ii)  the
transferee of those shares produces properly endorsed share certificates or
otherwise establishes that he or she owns the shares and demands, not later
than  10 days before the Meeting, that his or her name be included  in  the
list  of shareholders before the Meeting, in which case the transferee will
be  entitled  to vote his or her shares at the Meeting. The  failure  of  a
shareholder to receive the Notice of Meeting does not deprive him or her of
the right to vote at the Meeting.

      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      The  following  table (together with the notes  thereto)  sets  forth
certain information as of May 14, 1997 with respect to those persons  known
to  the Corporation to be the beneficial owners of, or who exercise control
or  direction over, five percent or more of each class of the Corporation's
securities, all directors and nominees, the executive officers named in the
Summary Compensation Table contained herein and all directors and executive
officers as a group.

Name of Beneficial Owner                     Number of Common  Percentage
                                                  Shares           of
                                            Beneficially Owned    Class
                                                    or
                                            over which Control
                                                    or
                                               Direction is
                                                Exercised
The Honourable E. Leo Kolber                          3,578,092        3.23
Allen Karp                                            3,101,142        2.80
Rudolph P. Bratty                                       426,036           *
John H. Daniels                                         323,265           *
Bruce L. Hack                                                 0           0
Ellis Jacob                                           1,282,400        1.16
Christopher McGurk                                            0           0
Brian C. Mulligan                                             0           0
Andrew J. Parsons                                        20,000           *
Eric W. Pertsch                                             400           *
Robert Rabinovitch                                       10,000           *
James D. Raymond                                      1,707,369        1.54
Howard L. Weitzman                                            0           0
Charles R. Bronfman                                   3,409,924        3.08
The Charles Rosner Bronfman Family Trust             35,918,429       32.40
Robert Tokio                                          1,603,240        1.45
Michael D. McCartney                                    170,331           *
Michael Herman                                          517,500           *
All directors and executive officers as a            13,629,049       12.29
group (19 persons)

*  Indicates  beneficial ownership or control of  less  than  1.0%  of  the
outstanding Common Shares.

       Universal   (in  which  Seagram  owns  an  80%  indirect   interest)
beneficially  owns  73,446,426  SRV  Shares,  being  100%  of  such  class.
Universal does not hold any other shares of the Corporation. The address of
Universal  is 100 Universal City Plaza, Universal City, California,  91608,
U.S.A.  The  Articles of the Corporation provide that  if  SRV  Shares  are
transferred  by  Universal  to  a  third  party  (except  in  very  limited
circumstances),  such  shares will be automatically converted  on  transfer
into Common Shares, on a share-for-share basis.

      Based  on  the most recent publicly available information related  to
Seagram: (i) descendants of the late Samuel Bronfman and trusts established
for  their benefit (the "Bronfman Trusts") beneficially owned, directly  or
indirectly,  an  aggregate of 133,554,577 of the  then  outstanding  common
shares of Seagram ("Seagram Shares"), constituting approximately 36.02%  of
the   then   outstanding  Seagram  Shares,  which   amount   includes   the
approximately 14.65% of the then outstanding Seagram Shares owned by trusts
established  for  the benefit of Charles R. Bronfman and  his  descendants,
including,  without  limitation, the Charles Rosner Bronfman  Family  Trust
(the  "Trust"),  (ii) Charles R. Bronfman owned directly 1,002,760  Seagram
Shares,  constituting approximately 0.27% of the then  outstanding  Seagram
Shares,  and  (iii)  pursuant to two voting trust  agreements,  Charles  R.
Bronfman served as the voting trustee for approximately 32.57% of the  then
outstanding Seagram Shares and a voting trustee for approximately 2.83%  of
the then outstanding Seagram Shares, which shares are beneficially owned by
the Bronfman Trusts and certain other entities.

(1)  Includes  2,728,718  Common Shares owned directly and  774,374  Common
     Shares  owned by 3096475 Canada  Inc., a corporation wholly  owned  by
     Senator Kolber. Also includes 75,000 Common Shares beneficially  owned
     by  Senator  Kolber's  wife,  as  to  which  he  disclaims  beneficial
     ownership.

(2)  Includes  17,142  Common Shares which are beneficially  owned  by  the
     Allen and Sharon Karp Trust, as to which Mr. Karp disclaims beneficial
     ownership,  and  3,084,000  Common  Shares  which  relate  to  options
     exercisable within 60 days of May 14, 1997.

(3)  Does  not  include  73,446,426 SRV Shares owned by Universal.  Messrs.
     Hack, McGurk, Mulligan, Pertsch and Weitzman, officers of Universal or
     its  affiliates, disclaim beneficial ownership of all shares owned  by
     Universal.

(4)  This  number relates solely to options exercisable within 60  days  of
     May 14, 1997.

(5)  All  of  the  Common  Shares  are  owned  by  131382  Canada  Inc.,  a
     corporation wholly owned by Mr. Parsons.

(6)  All  of  the Common Shares are beneficially owned by Mr. Rabinovitch's
     wife, as to which he disclaims beneficial ownership.

(7)  Includes  1,515,888  Common Shares owned directly and  157,200  Common
     Shares owned by Rayjad Investments Inc., a corporation wholly owned by
     Mr.  Raymond.  Also  includes 34,281 Common  Shares  owned  by  Feejay
     Corporation  Canada  Ltd.,  a corporation owned  by  Mr.  Raymond  and
     members  of  his family, as to which Mr. Raymond disclaims  beneficial
     ownership.

(8)  The  address  of  such  shareholder is 1170 Peel  Street,  8th  Floor,
     Montreal, Quebec, H3B 4P2, Canada.

(9)  Includes  99,266  Common Shares beneficially owned by  Mr.  Bronfman's
     wife, as to which Mr. Bronfman disclaims beneficial ownership.

(10) Of  this number, 1,584,400 Common Shares relate to options exercisable
     within 60 days of May 14, 1997.

(11) Of  this  number, 167,031 Common Shares relate to options  exercisable
     within 60 days of May 14, 1997.

(12) Of  this number, 7,522,255 Common Shares relate to options exercisable
     within 60 days of May 14, 1997.

      No other persons are known to the Corporation to beneficially own  or
exercise  control or direction over more than five percent of any class  of
shares of the Corporation.

      Section  16(a)  of the SECURITIES EXCHANGE ACT OF 1934,  as  amended,
requires  the Corporation's directors and executive officers,  and  persons
who  beneficially own more than ten percent of a registered  class  of  the
Corporation's  equity  securities, to file  with  the  Securities  Exchange
Commission initial reports of ownership and reports of changes in ownership
of  Common  Shares and other equity securities of the Corporation.  To  the
Corporation's  knowledge, based solely on review  of  the  copies  of  such
reports  furnished to the Corporation (and written representations that  no
other  reports  were  required),  all  Section  16(a)  filing  requirements
applicable  to  its  executive officers, directors  and  greater  than  ten
percent  beneficial  owners were complied with,  except  that  Mr.  Michael
McCartney filed a Form 5 in January of 1997, disclosing ownership of  3,300
Common  Shares  of the Corporation acquired by him several years  prior  to
becoming an insider, which he inadvertently failed to report in his initial
Form 3 filed in June 1996.

                          ELECTION OF DIRECTORS

      A  majority  of  the  board of directors and of  every  committee  of
directors must be residents of Canada within the meaning given to such term
in  the Act. In addition, not less than two-thirds of the directors of  the
Corporation must be Canadians within the meaning given to such term in  the
Investment Canada Act.

      The  Articles of the Corporation currently provide that the board  of
directors of the Corporation consists of not less than eight and  not  more
than  twenty-five directors. The number of directors has been fixed by  the
board of directors at twelve.

      In accordance with the Articles of the Corporation, Universal, as the
sole  holder of SRV Shares, is entitled to nominate four candidates to  the
board of directors, unless such individuals are nominated by management  of
the Corporation at the request of Universal, as described under the heading
"Voting  Shares". Management of the Corporation has indicated that it  will
nominate  for  election  to the board of directors the  twelve  individuals
referred  to  below  including,  at the  request  of  Universal,  the  four
individuals noted as nominees of Universal, in each case to serve until the
date  of  the  next  annual meeting of shareholders or  until  his  or  her
successor  is  elected or appointed. All such persons  presently  serve  as
directors of the Corporation, except for Mr. Brian C. Mulligan.

      Universal is entitled to one vote for each SRV Share held by  it  for
each  of  the  four  individuals  it  has  instructed  management  of   the
Corporation  to  nominate,  being  Messrs.  Hack,  Mulligan,  Pertsch   and
Weitzman.  Holders of Common Shares are entitled to one vote per  share  in
respect  of  all  nominees  (See  "Voting  Shares").  In  the  election  of
directors,  the twelve nominees receiving the highest number of affirmative
votes  of  the shares present or represented and voting on the election  of
directors at the Meeting shall be elected as directors. Each director  will
hold  office until the expiration of his or her term or until  his  or  her
successor is duly elected, unless his or her office is earlier vacated.

      Proxies  conferring  authority to vote  for  the  election  of  those
individuals to be nominated by management will be voted FOR the election of
all   the  proposed  nominees  in  the  absence  of  directions  from   the
shareholders granting such proxies to withhold from voting for one or  more
proposed  nominee(s).  Management does not  contemplate  that  any  of  the
proposed  nominees  will  be unable to serve as a director,  but,  if  that
should  occur  for  any  reason prior to the Meeting,  the  form  of  proxy
accompanying this Management Information Circular confers the right on  the
persons  named  in  the proxy, in their discretion,  to  vote  for  another
nominee.

      Set  forth below is the name of each person proposed to be  nominated
for  election to the board of directors at the Meeting, all other positions
and  offices  with the Corporation now held by him or her and  his  or  her
principal  occupation or employment at present and for at  least  the  five
preceding years.

Rudolph P. Bratty,     Mr.  Bratty  has been a partner in the law  firm  of
Q.C.                  Bratty   &   Partners,  Toronto,  since  May   1985.
(Age 65)              Mr.  Bratty  has  also been President  of  Cedarland
                      Properties Ltd., a real estate development  company,
                      since  1972. Mr. Bratty is a director of The Toronto
                      Sun   Publishing  Corporation  and   Canada   Trust.
                      Mr.  Bratty  has been a director of the  Corporation
                      since April 1980.

John H. Daniels        Mr.  Daniels has been Chairman of the Board  of  the
(Age 70)              Daniels   Group,  a  real  estate  development   and
                      investment  company, since August 1982. Mr.  Daniels
                      has   been  a  director  of  the  Corporation  since
                      January 1980.

Bruce L. Hack*         Mr.  Hack has been Executive Vice President, Finance
(Age 48)              of  Universal since September 1995. Mr. Hack  served
                      as  Business  Planning Re-Engineering  Co-Leader  of
                      Seagram  and Vice President, Strategic Planning  and
                      Business   Development  of  Joseph  E.   Seagram   &
                      Sons,  Inc.  from  June 1994 to September  1995.  He
                      served  as  Chief Financial Officer and Senior  Vice
                      President,    Finance   and   MIS    of    Tropicana
                      Products, Inc. from September 1991 to June 1994, and
                      as  Senior  Vice  President,  Finance  and  Business
                      Development  of  the Seagram Beverage  Group  during
                      1991. Mr. Hack was Executive Vice President, Finance
                      and  Administration of the Seagram Beverage  Company
                      in  1990  and  from 1987 to 1990 he served  as  Vice
                      President,  Sales and Distributor  Planning  of  the
                      House  of  Seagram. Mr. Hack has been a director  of
                      the Corporation since August 1995.

Ellis Jacob            Mr.  Jacob  has  been  Executive Vice-President  and
(Age 43)              Chief  Financial  Officer of the  Corporation  since
                      December 1989. From February 1989 to December  1989,
                      he   served  as  Senior  Vice-President  and   Chief
                      Financial  Officer of the Corporation; from  October
                      1987  to  February 1989 he served as  Vice-President
                      Finance and Corporate Controller of the Corporation.
                      Mr.  Jacob  is a director of Alliance Communications
                      Corporation.  Mr. Jacob has been a director  of  the
                      Corporation since June 1990.

Allen Karp             Mr.  Karp  has  been President and  Chief  Executive
(Age 56)              Officer  of  the  Corporation since  June  1990.  He
                      served  as President and Chief Operating Officer  of
                      the  Corporation 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.

The Honourable E. Leo  Senator  Kolber was appointed Chairman of the  Board
Kolber                of  the Corporation on December 1, 1989. He has been
(Age 68)              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 Seagram and The Toronto-Dominion
                      Bank.  Senator  Kolber has been a  director  of  the
                      Corporation since December 1989.

Brian C. Mulligan*     Mr.   Mulligan  has  been  Senior  Vice   President,
(Age 37)              Corporate  Development  and Strategic  Planning,  of
                      Universal  since  January 1997. From  late  1995  to
                      January  1997, Mr. Mulligan served as Vice President
                      of Corporate Development of Universal and earlier in
                      1995  he served as Vice President, Corporate Finance
                      of  Universal.  Mr. Mulligan served  as  Controller,
                      Corporate  Finance of Universal from 1991  to  1995.
                      From 1987 to 1990, Mr. Mulligan was a Senior Manager
                      in  the  Entertainment Specialty  Practice  Unit  of
                      Price Waterhouse.

Andrew J. Parsons      Mr. Parsons has been Senior Vice-President and Chief
(Age 47)              Financial Officer of Claridge Inc. since July  1990.
                      Mr.  Parsons  has been a director of the Corporation
                      since August 1990.

Eric W. Pertsch*       Mr.  Pertsch  has been President and a  director  of
(Age 54)              Universal   Studios  Canada  Ltd.,  a   wholly-owned
                      subsidiary  of  Universal since  August  1996.  From
                      January  1990 to August 1996, Mr. Pertsch served  as
                      Vice-President,  Finance and Administration,  and  a
                      director  of  Universal  Studios  Canada   Ltd.   In
                      addition,  since  April 1989, Mr. Pertsch  has  been
                      President  of Universal Studios Filmed Entertainment
                      Canada  Inc., a wholly-owned subsidiary of Universal
                      and President of Universal Studios Home Video Canada
                      and  Universal Pay Television Canada,  divisions  of
                      Universal Studios Canada Ltd. Mr. Pertsch has been a
                      director of the Corporation since May 1988.

Robert Rabinovitch     Mr.  Rabinovitch  has been Executive  Vice-President
(Age 54)              and  Chief Operating Officer of Claridge Inc.  since
                      July  1990.  Mr. Rabinovitch is a director  of  CBCI
                      Telecom  Inc.  and  has  been  a  director  of   the
                      Corporation since December 1989.

James D. Raymond       Mr.  Raymond has been a private investor since March
(Age 72)              1990.  Mr.  Raymond was President of  Claridge  Inc.
                      from  October  1987 to March 1990.  Mr.  Raymond  is
                      Chairman of the Board and a director of Canadian  88
                      Energy   Corporation  and  Agritek  Bio  Ingredients
                      Corporation. Mr. Raymond is a director  of  Campbell
                      Resources  Inc.,  Denbridge Capital Corporation  and
                      Yorbeau  Resources  Inc.  Mr.  Raymond  has  been  a
                      director of the Corporation since November 1983.

Howard L. Weitzman*    Mr.  Weitzman  has  been Executive  Vice  President,
(Age 57)              Corporate  Operations of Universal  since  September
                      1995.  Mr. Weitzman was one of the managing partners
                      of  the  law firm of Katten Muchin Zavis & Weitzman,
                      Los Angeles, from March 1991 to September 1995. From
                      1986 to 1991 he was one of the managing partners  of
                      the   law   firm  of  Wyman  Bautzer,  Los  Angeles.
                      Mr.  Weitzman has been a director of the Corporation
                      since November 1995.



*    Messrs.   Hack,  Mulligan,  Pertsch  and  Weitzman  are  nominees   of
     Universal.

            MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES

      During  1996,  the  board of directors of the Corporation  met  eight
times.  Mr.  Weitzman did not attend at least 75% of the  meetings  of  the
board  of  directors. In addition, Mr. Lynwood Spinks, who  resigned  as  a
director  on November 12, 1996, did not attend at least 75% of the meetings
of the board of directors up to the date of his resignation.

     The Executive Committee exercises the powers of the board of directors
and  the  management  and  direction of the business  and  affairs  of  the
Corporation  between  meetings of the board  of  directors.  The  Executive
Committee  is  currently  comprised  of  three  members  of  the  board  of
directors, being Messrs. Karp, Rabinovitch and Weitzman. In 1996,  it  held
11 meetings.

      The  Corporation  is  required by applicable law  to  have  an  Audit
Committee comprised of at least three directors, of whom at least two  must
be  neither  officers nor employees of the Corporation or  its  affiliates.
Messrs.  Daniels, Hack, Parsons and Pertsch are currently  members  of  the
Audit  Committee. The Audit Committee meets with the financial officers  of
the  Corporation and its independent auditors to review financial reporting
matters,  the system of internal accounting controls and the overall  audit
plan  and  examines the quarterly and year-end financial statements  before
their  presentation  to  the  board  of  directors.  The  auditors  of  the
Corporation  are  entitled to notice of and to attend all meetings  of  the
Audit Committee. In 1996, the Audit Committee met four times.

      The  Compensation  Committee's function is to establish,  review  and
approve  compensation  arrangements with the Chief  Executive  Officer  and
certain  executive  officers of the Corporation and to review  and  comment
upon  compensation arrangements for all other officers of the  Corporation.
The  Compensation Committee is currently comprised of three members of  the
board  of  directors, being Messrs. Bratty, Rabinovitch and  Weitzman.  The
Compensation Committee held one meeting in 1996.

      The Stock Option Committee is comprised of three members of the board
of  directors,  each  of whom is a disinterested member  of  the  board  of
directors  within  the  meaning of the Corporation's amended  and  restated
employee  stock  option  plan (the "Stock Option  Plan").  Messrs.  Bratty,
Rabinovitch  and  Weitzman are the current members of this  committee.  The
Stock   Option  Committee  has  been  authorized  to  grant,  to   eligible
participants under the Stock Option Plan, stock options with respect to the
maximum  number of Common Shares permitted by the Plan, all  in  accordance
with  and subject to the terms and conditions of the Plan. The Stock Option
Committee met once during 1996.

     Effective June 6, 1996, the Corporation created a Corporate Governance
Committee  consisting  of Messrs. Bratty, Rabinovitch  and  Weitzman.  This
committee has, among other functions, the responsibility for nominating and
reviewing nominees to the board of directors and making recommendations  in
the  area  of  corporate governance and in the practices of  the  board  of
directors. The Corporate Governance Committee did not meet in 1996.

                STATEMENT OF CORPORATE GOVERNANCE PRACTICE

      In 1994, The Toronto Stock Exchange Committee on Corporate Governance
in  Canada proposed guidelines for effective corporate governance (the "TSE
Report").  The Toronto Stock Exchange has adopted as a listing  requirement
the  disclosure by each listed company incorporated in Canada, on an annual
basis, of its approach to corporate governance with respect to the specific
guidelines  set out in the TSE Report. This requirement has  been  approved
and  is  effective for fiscal years ending on or after June 30,  1995.  The
following  describes the Corporation's approach to corporate governance  in
relation to the guidelines contained in the TSE Report.

Guideline 1

      The  board of directors (for the purposes hereof, the "Board") should
explicitly  assume  responsibility for stewardship of the  Corporation  and
specifically for:

a.   adoption of a strategic plan

     Comment:

     The Board has explicitly and implicitly assumed responsibility for the
stewardship  of the Corporation. Senior management is required to  maintain
an  ongoing evaluation of its strategic plan and to report to the Board. In
addition,  on an annual basis, the Board reviews and approves a three  year
plan   developed  by  management.  The  plan  includes  financial  resource
requirements  as  well  as  strategic direction encompassing  technologies,
market analysis and geographic expansion.

b.   identification   of  principal  risks  and  implementation   of   risk
     management systems

     Comment:

      Senior  management is actively involved in identifying and attempting
to  minimize risks to the Corporation. The principal operating risk to  the
Corporation  is the availability of successful film product. The  Board  is
regularly updated with respect to the relative success of the Corporation's
box office performance as well as trends and developments applicable to the
industry  and/or the Corporation. The Audit Committee meets on a  quarterly
basis  and areas of financial risk are addressed during such meetings.  Any
areas  of  concern identified by the Audit Committee are  reported  to  the
Board for further consideration.

c.   succession planning and monitoring senior management

     Comment:

     The Corporation has employment contracts with seven key members of its
senior  management team. Organizational structure is reviewed by the  Board
and  the capabilities and performance of key management are assessed on  an
annual basis.

d.   communications policy

     Comment:

       The   Board  has  put  structures  in  place  to  ensure   effective
communication between the Corporation, its shareholders and the public. The
annual  financial  statements, quarterly financial statements,  information
circulars and press releases on major developments are all submitted to the
Board  or  the Executive Committee for approval prior to their release.  In
addition,  the  Corporation's  Executive  Vice  President,  Marketing   and
Communications  is  responsible  for the Corporation's  investor  relations
programme.

e.   integrity of internal control and management information systems

     Comment:

      Through  the Audit Committee, the Board has a means of assessing  the
strength  of  the Corporation's internal control and management information
systems. The Audit Committee meets with the Corporation's external auditors
on a quarterly basis.

Guidelines 2 and 3

      A  majority  of  the  directors should be "unrelated".  An  unrelated
director is independent of management and is free from any interest in  any
business  or  other  relationship  which  could,  or  could  reasonably  be
perceived to, materially interfere with the director's ability to act  with
a  view to the best interests of the Corporation, other than interests  and
relationships arising from shareholding.

     Comment:

      The  Board  currently consists of twelve members,  six  of  whom  are
"unrelated".  Messrs.  Karp  and Jacob, two of the  nominees  proposed  for
election to the Board, are related within the meaning of the TSE Report  as
they  are  members  of  management. Messrs.  Hack,  Mulligan,  Pertsch  and
Weitzman  (the  "Universal Nominees") are employees  of  Universal  or  its
subsidiaries.   Universal  has  certain  ongoing  normal  course   business
relationships  with the Corporation. Such activities are  conducted  on  an
arm's  length basis and are not considered material to Universal's business
as  a  whole.  Although  the  Board does  not  believe  that  the  business
relationship  between  the Corporation and Universal materially  interferes
with  the ability of the Universal Nominees to act with a view to the  best
interests  of  the  Corporation, the Board  has  determined  to  treat  the
Universal  Nominees as "related" directors within the meaning  of  the  TSE
Report.

Guideline 4

      The  Board should appoint a nominating committee composed exclusively
of  outside directors with responsibility for proposing new nominees to the
Board and assessing directors on an ongoing basis.

     Comment:

      The  Board  established a Corporate Governance Committee on  June  6,
1996. The members of the Corporate Governance Committee are Messrs. Bratty,
Rabinovitch and Weitzman, all of whom are outside directors. This Committee
has, among other functions, the responsibility for nominating and reviewing
nominees to the Board.

Guideline 5

      The  Board should implement a process for assessing the effectiveness
of  the Board as a whole, its committees and the contribution of individual
directors.

     Comment:

      The  Corporate Governance Committee is responsible for assessing  the
effectiveness of the Board, its committees or individual members.

Guideline 6

      The  Corporation should provide an education and orientation  program
for new recruits to the Board.

     Comment:

      The  Corporation does not have a formal orientation program  for  new
directors.  However, new Board members do meet in a series of informal  and
formal  meetings  with members of senior management and are  provided  with
detailed materials concerning the exhibition industry and the business  and
management of the Corporation.

Guideline 7

      The  Board  should  examine its size to ensure  that  it  facilitates
effective decision making.

     Comment:

      The  Board has considered its size with a view to the impact of  size
upon its effectiveness and has concluded that at this time 12 directors  is
the  appropriate  number  required to carry out  duties  effectively  while
maintaining a diversity of views and experience.

Guideline 8

      The  Board  should  review the adequacy and form of  compensation  of
directors  to  ensure  that  it  reflects the  responsibilities  and  risks
involved.

     Comment:

     Currently, senior management periodically makes recommendations to the
Board  concerning the compensation of directors. The Corporation  does  not
allow non-executive directors to participate in the Stock Option Plan,  nor
does  it require directors to hold shares in the Corporation. The Corporate
Governance  Committee has, as part of its mandate, the review of directors'
compensation on a regular basis.

Guideline 9

      Committees  of  the Board should be composed of outside  directors  a
majority of whom are unrelated.

     Comment:

      With the exception of the Executive Committee, all current committees
of  the  Board  are comprised entirely of outside directors. The  Executive
Committee  includes Mr. Karp, the President and Chief Executive Officer  of
the  Corporation,  and Mr. Weitzman who is considered  related.  The  Audit
Committee  includes  Messrs. Pertsch and Hack, who are considered  related.
The  Corporate  Governance  Committee  is  comprised  entirely  of  outside
directors and only Mr. Weitzman is a related director.

Guideline 10

      The  Board  should  assume  responsibility for  corporate  governance
issues.

     Comment:

       The   Corporate   Governance  Committee's   mandate   includes   the
responsibility  for  making recommendations to the Board  in  the  area  of
corporate governance and in the practices of the Board.

Guideline 11

      The  Board  and the CEO together should develop position descriptions
for  the  Board  and the CEO, involving the definition  of  the  limits  to
management's  responsibilities. In addition, the Board should  approve,  or
develop with the CEO, the CEO's objectives.

     Comment:

      The Corporation does not have specific mandates for its Board members
as  any  matters  which  have  not been delegated  specifically  to  senior
management or a committee of the Board are the responsibility of the  Board
as  a whole. The Board has not developed a formal position, description  or
mandate for the CEO nor specific written corporate objectives which the CEO
is  responsible  for meeting; however, there is regular discussion  between
the  Board,  the  Executive  Committee,  the  Compensation  Committee,  the
Chairman and the CEO with respect to the performance of the CEO and  senior
management  in achieving the Corporation's strategic objectives as  jointly
determined  by  the Board and management. The Compensation  Committee  also
considers the performance of the CEO in reviewing any changes to the  CEO's
employment terms and compensation and generally reviews the performance  of
other senior managers with the CEO during each financial year.

Guideline 12

      The Board should have appropriate structures and procedures to ensure
that it can function independently of management.

     Comment:

      The Board functions independently of management because a majority of
the  members  of  the  Board  are not involved in  the  management  of  the
Corporation.  In  addition, the Chairman of the Board is not  a  member  of
management. The Corporate Governance Committee monitors the independence of
the Board on an ongoing basis.

Guideline 13

     Establish an Audit Committee, comprising all non-management directors,
with a specifically defined mandate. The Audit Committee should have direct
communication channels with external auditors.

     Comment:

       The   Corporation's  Audit  Committee  is  comprised   entirely   of
non-management directors. The Audit Committee meets on at least a quarterly
basis  with  representatives of management and the  Corporation's  external
auditors  for the express purpose of reviewing the Corporation's  quarterly
and annual financial statements.

Guideline 14

      The  Board should enable directors to engage outside advisers at  the
Corporation's  expense  when appropriate, subject  to  the  approval  of  a
committee of the Board.

     Comment:

      In  appropriate circumstances, individual members of  the  Board  are
permitted to retain outside advisers at the Corporation's expense. Approval
for such engagement is required from the Corporate Governance Committee.

                          EXECUTIVE COMPENSATION

      The following information relates to the compensation received by the
Corporation's  Chief Executive Officer and each of the  Corporation's  next
four  highest  compensated executive officers for each of  the  three  most
recently  completed  financial years (collectively,  the  "Named  Executive
Officers"). Unless otherwise noted, all amounts are in Canadian dollars.

                        Summary Compensation Table
<TABLE>
<CAPTION>


Name and Position                   Year     Salary     Bonus      Options     All Other
                                              ($)        ($)         (#)      Compensation
                                                                                  ($)
                                             Annual          Long Term              
                                           Compensat       Compensation
                                              ion             Awards
<S>                                  <C>        <C>        <C>            <C>          <C>        
   Allen Karp                           1996    750,000(E)    215,000    4,771,500(F)    23,500(A)
President and Chief Executive          1995    750,000(E)    215,000            _       25,500(A)
Officer
                                       1994    620,000    215,000    1,500,000       22,000(A)
   Ellis Jacob                          1996    355,000(E)    110,000    2,374,150(G)    10,650(B)
Executive Vice-President and           1995    355,000(E)    110,000            _        7,375(B)
Chief Financial Officer                1994    295,000    110,000      750,000        5,800(B)
   Robert Tokio                         1996    355,000(E)    110,000    2,449,150(H)  10,650(B)
Executive Vice-President               1995    355,000(E)     90,000            _        7,375(B)
                                       1994    295,000     95,000      750,000        5,800(B)
   Michael McCartney(C)                1996    272,800     68,200      500,000(I)            _
Senior Vice-President,                 1995    235,688     69,320       25,000            _
Head Film Buyer                        1994    220,672     48,272       35,000            _
   Michael Herman(D)                   1996    250,000     65,000    1,000,000(J)        7,050(B)
Executive Vice-President,              1995    235,000     55,000            _        5,250(B)
Corporate Affairs and Secretary        1994    210,000     55,000      250,000        4,200(B)

</TABLE>

Notes:

(A)  Amount   represents  the  Corporation's  contribution  to  a   defined
     contribution  pension plan (1996 _ $13,500, 1995  _  $15,500,  1994  _
     $12,000)  and the cost of term life insurance paid by the  Corporation
     ($10,000).

(B)  Amount   represents  the  Corporation's  contribution  to  a   defined
     contribution pension plan.

(C)  Mr.  McCartney was Senior Vice-President, Film, U.S. from December  1,
     1991  to  October 31, 1995. Effective November 1, 1995, Mr.  McCartney
     was    promoted   to   Senior   Vice-President,   Head   Film   Buyer.
     Mr.  McCartney's compensation is paid in U.S. funds. Amounts have been
     converted  for presentation purposes in this report at exchange  rates
     of  $1.3640 in 1996, $1.3864 in 1995 and $1.3792 in 1994, representing
     the average exchange rates during those years.

(D)  Mr.  Herman was Senior Vice President, Corporate Affairs and Secretary
     of  the  Corporation from May 1, 1992 to December 31, 1994.  Effective
     January  1, 1995, Mr. Herman was promoted to Executive Vice-President,
     Corporate Affairs and Secretary of the Corporation.

(E)  The compensation of Messrs. Karp, Jacob and Tokio is set in U.S. funds
     and  converted into Canadian funds according to a formula set  out  in
     their respective employment agreements.

(F)  Includes 2,171,500 options which were repriced downward during 1996.

(G)  Includes 1,178,150 options which were repriced downward during 1996.

(H)  Includes 1,253,150 options which were repriced downward during 1996.

(I)  Includes 125,000 options which were repriced downward during 1996.

(J)  Includes 400,000 options which were repriced downward during 1996.

Employment Agreements

      Allen  Karp entered into an employment agreement with the Corporation
dated  July 4, 1996, as amended on December 6, 1996, which provides for  an
annual  base salary and certain employee benefits, as well as such  bonuses
as may be determined in the sole discretion of the board of directors of up
to  100%  of  base salary. Messrs. Jacob and Tokio entered into  employment
agreements with the Corporation dated December 6, 1996 which provide for an
annual  base salary and certain employee benefits, as well as such  bonuses
as may be determined in the sole discretion of the board of directors of up
to  100%  of  base salary.  The agreements amend and restate the employment
agreements of Messrs. Karp, Jacob and Tokio dated December 1, 1994, provide
for  a  minimum  annual  base salary of U.S. $550,000,  U.S.  $260,000  and
U.S.  $260,000 respectively and renew automatically, unless notice is given
otherwise,  for  consecutive periods of one year after  the  initial  terms
expire on January 1, 2001.

      Each of such employment agreements provides that the Corporation  may
provide  written  notice of non-renewal at any time during  the  first  six
months of the last year of the agreement. If the Corporation provides  such
notice,  Mr.  Karp, Jacob or Tokio, as the case may be, is  entitled  to  a
termination payment upon the expiry of the agreement in an amount equal  to
two  times the average of the sum of his annual base salary and any  annual
bonus paid or payable during the three immediately preceding calendar years
(the "Termination Payment"), less the base salary paid to him from the date
of  such  notice  to  the  expiry  of  the  agreement,  together  with  any
compensation previously deferred and not yet paid.

      Each of such employment agreements also provides that the Corporation
may  provide written notice of non-renewal on a date which is on or  before
one  year  prior  to  the  expiry  of the agreement.  In  such  event,  the
Corporation  may also elect to terminate the employment of Mr. Karp,  Jacob
or  Tokio  as  of  the date which is one year prior to the  expiry  of  the
agreement. If the Corporation gives such notice of non-renewal but does not
terminate immediately such employee's employment, the employee is  entitled
to  a  termination payment upon the expiry of the agreement  in  an  amount
equal  to  his  then  annual base salary, together  with  any  compensation
previously  deferred  and  not  yet  paid  by  the  Corporation.   If   the
Corporation  provides such notice and elects to terminate  such  employee's
employment  as  of the date which is one year prior to the  expiry  of  the
agreement, the employee is entitled to a termination payment in  an  amount
equal to the Termination Payment, together with any compensation previously
deferred and not yet paid.

      If the employment agreement of Mr. Karp, Jacob or Tokio is terminated
as  a  result  of  a material breach by the Corporation,  the  employee  is
entitled  to  a termination payment equal to the greater of  (i)  the  most
recent  bonus awarded and the base salary then being paid which would  have
otherwise  been  paid  from the date of termination of  employment  to  the
expiry  date  of the agreement, and (ii) two times the annual  base  salary
then  being  paid plus the most recent annual bonus awarded.  In  addition,
the  employee will be entitled to any compensation previously deferred  and
not  yet  paid by the Corporation. If, however, any compensation previously
deferred  and not yet paid plus the Aggregate Compensation (as  hereinafter
defined) which would have been paid to him from the date of termination  of
employment  to  the  expiry  date  of the agreement  is  greater  than  the
aforesaid  amount,  then  that  is the termination  payment  to  which  the
employee is entitled.

      If the employment agreement of Mr. Karp, Jacob or Tokio is terminated
by  any  of  them  following the occurrence of certain events  involving  a
material change in the operations of the Corporation or a change of control
of  the  Corporation (a "Material Change"), the employee is entitled  to  a
termination payment equal to the greater of (i) the base salary then  being
paid  to  him  which  would  otherwise have been  paid  from  the  date  of
termination  of  employment  to  the expiry  date  of  the  agreement,  and
(ii)  effectively between two and two and one-half times  the  annual  base
salary  then being paid plus the most recent annual bonus awarded, as  well
as any compensation deferred and not yet paid by the Corporation.

       In  addition,  with  respect  to  Mr.  Karp's  agreement  only,  the
Corporation  may  terminate Mr. Karp's employment  on  not  less  than  six
months'  notice  at  any  time during the term of the  agreement.   If  the
Corporation  provides such notice, Mr. Karp is entitled  to  a  termination
payment in an amount equal to the average of his annual base salary and any
bonus  paid  or  payable in the immediately preceding three calendar  years
(the "Aggregate Compensation") which would have otherwise been paid to  Mr.
Karp  from the date of termination of his employment to the expiry date  of
the agreement plus an amount equal to one times the Aggregate Compensation,
as  well  as any compensation previously deferred and not yet paid  by  the
Corporation.

      As  well,  subject  to  any  required regulatory  approvals,  if  the
Corporation terminates the employment of Mr. Karp, Jacob or Tokio  for  any
reason  or  if  any  of them terminates his employment due  to  a  Material
Change,  all stock options previously granted to such employee, other  than
his  Performance-Based Options (as hereinafter defined), shall  immediately
vest  and  the  employee shall remain entitled to exercise any  vested  and
unexercised   stock  options,  including  his  Performance-Based   Options,
previously granted to him at any time until the expiration of the full term
of the exercise period of each of such options.

       Michael  Herman  entered  into  an  employment  agreement  with  the
Corporation dated December 6, 1996 which provides for an annual base salary
and certain employee benefits, as well as such bonuses as may be determined
in  the  sole  discretion of the board of directors of up to 100%  of  base
salary.  Mr.  Herman's agreement is effective as of January  1,  1996,  and
provides  for  a  minimum  annual  base  salary  of  $250,000,  and  renews
automatically, unless notice is given otherwise, for consecutive periods of
one year after the initial term expires on January 1, 1999.

      Mr.  Herman's employment agreement provides that the Corporation  may
provide  written notice of non-renewal on the date which is not later  than
six  months  prior  to  the  expiry of the agreement.  If  the  Corporation
provides such notice, Mr. Herman is entitled to a termination payment in an
amount  equal  to  his  annual  base salary as  well  as  any  compensation
previously deferred and not yet paid by the Corporation.

      If  Mr. Herman's employment agreement is terminated as a result of  a
material breach by the Corporation, he is entitled to a termination payment
equal  to the greater of (i) the most recent bonus awarded and base  salary
then  being  paid  which would have otherwise been paid from  the  date  of
termination of employment to the expiry date of the agreement, and (ii) one
and  one-half  times the annual base salary then being paid plus  the  most
recent  annual bonus awarded. In addition, Mr. Herman will be  entitled  to
any compensation previously deferred and not yet paid by the Corporation.

     If Mr. Herman terminates his employment agreement following a Material
Change,  he  is entitled to a termination payment equal to the  greater  of
(i)  the base salary then being paid to him which would have otherwise been
paid  from the date of termination of employment to the expiry date of  the
agreement, and (ii) effectively between one and one-half and two times  the
annual base salary then being paid to him plus the most recent annual bonus
awarded,  as  well as any compensation deferred and not  yet  paid  by  the
Corporation.

      As  well,  subject  to  any  required regulatory  approvals,  if  the
Corporation terminates Mr. Herman's employment for any reason or Mr. Herman
terminates  his  employment due to a Material Change, Mr. Herman  would  be
entitled  to  exercise any vested and unexercised stock options  previously
granted  to  him at any time until the expiration of the full term  of  the
exercise period of each of such options.

      Michael  McCartney  entered  into an employment  agreement  with  the
Corporation  dated  September 15, 1995, as amended January  22,  1997.  The
agreement provides for an annual base salary and certain employee benefits,
as  well as such bonuses as may be determined in the sole discretion of the
board of directors. Effective January 1, 1997, the agreement provides for a
minimum  annual base salary of U.S.$225,000. The agreement expires December
31, 1998.

                           Option Grants Table


            Option Grants During Year Ended December 31, 1996

<TABLE>
<CAPTION>


Name              Options   % of Total  Exercis   Market   Expiration      5%         10%
                  Granted     Options   e Price  Value of     Date         ($)        ($)
                    (#)     Granted to  ($/Shar  Securitie
                             Employees     e)        s
                             in Fiscal           Underlyin
                               Year              g Options
                                                  on the
                                                  Date of
                                                   Grant
                 Individual Potential Realizable Value at Assumed Annual Rates of
                   Grants          Stock Price Appreciation for Option Term

<S>                <C>          <C>        <C>        <C>                 <C>         <C>      
Allen Karp         2,600,000       17.47    1.868     1.868 April 17,     3,054,415  7,740,488
                                                           2006
                     561,500        3.77    1.868     1.868 Oct. 15,        356,720    809,276
                                                           2001
                     110,000        0.74    1.868     1.868 Nov. 6,          83,651    194,942
                                                           2002
                   1,500,000       10.08    1.868     1.868 Dec. 17,      1,544,822  3,804,969
                                                           2004
Ellis Jacob        1,196,000        8.04    1.868     1.868 April 17,     1,405,031  3,560,625
                                                           2006
                     353,150        2.37    1.868     1.868 Oct. 15,        224,356    508,987
                                                           2001
                      75,000        0.50    1.868     1.868 Nov. 6,          57,035    132,915
                                                           2002
                     750,000        5.04    1.868     1.868 Dec. 17,        772,411  1,902,485
                                                           2004
Robert Tokio       1,196,000        8.04    1.868     1.868 April 17,     1,405,031  3,560,625
                                                           2006
                     353,150        2.37    1.868     1.868 Oct. 15,        224,356    508,987
                                                           2001
                      75,000        0.50    1.868     1.868 Dec. 25,         47,647    108,096
                                                           2001
                      75,000        0.50    1.868     1.868 Nov. 6,          57,035    132,915
                                                           2002
                     750,000        5.04    1.868     1.868 Dec. 17,        772,411  1,902,485
                                                           2004
Michael McCartney    375,000        2.52    1.868     1.868 April 17,       440,541  1,116,417
                                                           2006
                      44,000        0.30    1.868     1.868 Oct. 15,         27,953     63,416
                                                           2001
                       5,500        0.04    1.868     1.868 Dec. 25,          3,494      7,927
                                                           2001
                      15,500        0.10    1.868     1.868 Nov. 18,         13,824     33,111
                                                           2003
                      35,000        0.24    1.868     1.868 Dec. 17,         36,046     88,783
                                                           2004
                      25,000        0.17    1.868     1.868 Sept. 12,        29,369     74,428
                                                           2005
Michael Herman       600,000        4.03    1.868     1.868 April 17,       704,865  1,786,267
                                                           2006
                     100,000        0.67    1.868     1.868 May 2,           63,530    144,128
                                                           2002
                      25,000        0.17    1.868     1.868 Nov. 6,          19,012     44,305
                                                           2002
                      25,000        0.17    1.868     1.868 Nov. 18,         22,297     53,406
                                                           2003
                     250,000        1.68    1.868     1.868 Dec. 17,        257,470    634,162
                                                           2004
                                                                                              
</TABLE>

Notes:

(A)  Included  is  this  grant are 750,000 Performance-Based  Options  (See
     "Executive  Officer Compensation Program"). Of the remaining  balance,
     525,000  vest  immediately and the remainder vest  over  a  four  year
     period.

(B)  Represents  options repriced in respect of an equal number  of  Common
     Shares  previously granted. Re-priced options retain their  cumulative
     vesting  rights  from  the date of original  issue  of  the  cancelled
     options.

(C)  Included is this grant are 387,000 Performance-Based Options.  Of  the
     remaining  balance,  422,000 vest immediately and the  remainder  vest
     over a four year period.

(D)  Included is this grant are 234,375 Performance-Based Options.  Of  the
     remaining balance, 37,500 vest immediately with the remainder  vesting
     over a four year period.

(E)  Included is this grant are 240,000 Performance-Based Options.  Of  the
     remaining balance, 120,000 vest immediately with the remainder vesting
     over a four year period.

      The  following  table sets forth, in respect of the  Named  Executive
Officers,  details of the exercises of stock options during  the  financial
year ended December 31, 1996 and the financial year-end number and value of
unexercised options on an aggregate basis:

   Aggregated Option Exercises During Year Ended December 31, 1996 and
                Year-End Option Value at December 31, 1996

<TABLE>
<CAPTION>


Name                   Shares      Value         Exercisable/          Exercisable/
                      Acquired    Realized      Unexercisable         Unexercisable
                    on Exercise     ($)
                        (#)
                                                  Number of              Value of
                                             Unexercised Options       Unexercised
                                             at December 31, 1996      In-the-Money
                                                     (#)                 Options
                                                                     at December 31,
                                                                           1996
                                                                           ($)

<S>                   <C>           <C>         <C>                      <C>          
Allen Karp                      _          _    2,709,000/2,062,500      222,138/169,125
Ellis Jacob               227,000    279,304    1,094,900/1,052,250        89,782/86,285
Robert Tokio                    _          _    1,396,900/1,052,250       114,546/86,285
Michael McCartney               _          _        148,156/351,844        12,149/28,851
Michael Herman                  _          _        448,750/551,250        36,798/45,203

</TABLE>
                                                               

Compensation  Committee  And  Stock Option Committee  Report  On  Executive
Compensation  

Overview  and  Philosophy 

All  members  of  the  Compensation
Committee  and Stock Option Committee (collectively, "the Committees")  are
independent,  non-employee  directors. It is the  Compensation  Committee's
function to establish, review and approve compensation arrangements for the
Chief Executive Officer and certain other executive officers, and to review
and  comment upon compensation arrangements for all other officers  of  the
Corporation.  As  part of this process, the Compensation Committee  reviews
the  compensation  of  executive  officers of  industry  competitors  whose
information is made public, but does not survey any particular  index  such
as The Toronto Stock Exchange's Communication and Media Index.

      Section 162(m) of the INTERNAL REVENUE CODE OF 1986, as amended  from
time  to  time,  generally  limits the corporate deduction  in  respect  of
amounts   paid  to  a  corporation's  executive  officers,  unless  certain
requirements are met. Since the Corporation is a Canadian corporation,  the
limitation of the corporate deduction under Section 162(m) does not  apply,
except with respect to the compensation paid to Mr. Michael McCartney.  The
salary  and  other compensation paid to Mr. McCartney as part of  his  1996
compensation would not be eligible for exemption from the general  rule  in
Section  162(m);  however, the salary and other compensation  paid  to  Mr.
McCartney  in  1996  did not exceed U.S. $1,000,000, the  threshold  beyond
which  the corporate deduction is limited. The Compensation Committee  will
continue  to  review  its compensation arrangements  in  light  of  Section
162(m).

     The objectives of the Corporation's executive compensation program are
to:

(1)  support the achievement of desired corporate performance;

(2)  provide compensation that is both competitive within the industry  and
     which  will attract and retain superior talent and reward performance;
     and

(3)  align   the   executive  officers'  interests  with   those   of   the
     shareholders.

Executive Officer Compensation Program

      The Corporation's executive officer compensation program is comprised
of  three  key  elements: base salary, discretionary annual cash  incentive
compensation and long-term compensation in the form of stock options.

      Subject  to the provisions of applicable employment agreements,  base
salary  levels  for  the  Corporation's executive officers  are  determined
primarily  as  a  result of a subjective assessment of the  nature  of  the
position  and  the  contribution of each executive  officer.  In  addition,
consideration  is  given  to the experience and tenure  of  each  executive
officer.

      The  determination  of  the amount of funds available  for  the  cash
incentive compensation program is based upon a subjective assessment of the
Corporation's overall performance. In determining each individual executive
officer's  cash  incentive compensation, the Compensation  Committee  takes
into  account the area of responsibility of each executive and a subjective
assessment of the performance of that area in the most recent fiscal year.

      The  Stock Option Plan is the Corporation's long-term incentive  plan
for  executive officers. The Stock Option Plan is administered by the Stock
Option  Committee which consists of the same directors as the  Compensation
Committee.  The  primary objective of the plan is to  align  executive  and
shareholder  long-term  interests by attempting to  create  a  direct  link
between  executive  pay  and shareholder return.  In  addition,  this  Plan
enables  executives  to  develop and maintain a significant  and  long-term
ownership  position in the Corporation. Under the Plan,  all  options  that
have  been  issued to eligible participants have been issued at  an  option
price  not  less  than the market value of the Common Shares  on  the  last
business  day  preceding the date of the grant. The Stock Option  Committee
reviews  each executive officer individually and determines any such  grant
of  stock options based on a subjective review of each individual executive
officer's   contribution  and  performance  throughout   the   year.   When
determining  both whether to grant stock options and the  number  of  stock
options  to  be  granted to each individual executive  officer,  the  Stock
Option  Committee  also  considers the number of stock  options  previously
granted to each individual, although it does not target any specific number
of stock options which should be held by any individual. In 1996, following
the completion of the Corporation's issuance of 25,000,000 Common Shares to
the  public (the "Public Offering"), 24,242,181 SRV Shares to Universal and
12,124,454 Common Shares to the Charles Rosner Bronfman Trust, shareholders
of  the Corporation, at the annual and special meeting of shareholders held
on  June  6,  1996,  approved a resolution of the  Stock  Option  Committee
authorizing  an  increase  in  the number of Common  Shares  available  for
issuance under the Stock Option Plan to 17,646,716 Common Shares. The Stock
Option Committee believes that this increase in the number of Common Shares
available for issuance under the Stock Option Plan benefits the Corporation
because  the  Committee considers the ability to continue  to  award  stock
options  to  officers and full-time employees necessary in  order  for  the
Corporation  to  continue to be competitive in the  North  American  motion
picture  theatre  exhibition  industry through  attracting,  retaining  and
motivating qualified senior management and other employees. The increase in
the  number of Common Shares available for issuance under the Stock  Option
Plan  provides  the Corporation with the flexibility it requires  for  this
purpose.

      In  order  to further the objectives of the Corporation  to  attract,
retain and motivate qualified senior management and other employees, and in
order  to  provide  participants  under  the  Stock  Option  Plan  with  an
opportunity  to  participate  in long-term  growth  in  shareholder  value,
contemporaneously  with the completion of the Public  Offering,  the  Stock
Option Committee determined that: (i) the exercise prices of certain of the
issued  and outstanding stock options should be amended to be the  same  as
the  price  of  the  shares issued pursuant to the Public  Offering,  being
$1.868 per Common Share, and (ii) the expiry dates of certain of the issued
and  outstanding stock options should be extended to the date which  is  10
years from the date of the grant of such options.

      In  order  to  accomplish the foregoing, the Stock  Option  Committee
approved:  (i)  an  amendment of the exercise prices of  outstanding  stock
options issued under the Stock Option Plan to purchase a total of 1,180,989
Common  Shares held by non-senior officers and employees of the Corporation
to  $1.868 per Common Share, and (ii) an extension of the expiry  dates  of
outstanding stock options issued under the Stock Option Plan to purchase  a
total of 737,744 Common Shares held by non-senior officers and employees of
the Corporation to the date which is 10 years from the date of the original
grant of such stock options. The Stock Option Committee also approved, with
the  approval  of  the shareholders of the Corporation at  the  annual  and
special  meeting of shareholders held on June 6, 1996, (i) an amendment  of
the  exercise  prices of outstanding stock options issued under  the  Stock
Option  Plan to purchase a total of 5,679,000 Common Shares held by  senior
officers  of  the  Corporation to $1.868 per  Common  Share,  and  (ii)  an
extension of the expiry dates of outstanding stock options issued under the
Stock  Option Plan to purchase a total of 2,019,000 Common Shares  held  by
senior  officers of the Corporation to the date which is 10 years from  the
date  of  the original grant of such stock options (See Schedule A attached
hereto for a complete list of all repricing of stock options in respect  of
all persons who were executive officers at any time in any year in which  a
repricing  occurred).  Upon completion of the Public  Offering,  the  Stock
Option  Committee  approved the granting of options to  purchase  8,019,020
Common  Shares at a price of $1.868 per Common Share to participants  under
the Stock Option Plan. Of such number, options to purchase 6,788,800 Common
Shares were issued to senior officers of the Corporation.

     The Stock Option Committee also determined that certain of the options
issued to purchase Common Shares should be conditional upon the Corporation
meeting  certain  annual performance financial targets in  the  five  years
following  the granting of such options ("Performance-Based Options").  The
Performance-Based  Options vest 20% per year  on  the  date  on  which  the
Corporation  announces its year end financial results  if  the  performance
financial  target for such year is met. Of the options to acquire 8,019,020
Common  Shares  issued in 1996, options to acquire 2,593,244 Common  Shares
are  Performance-Based  Options, including  options  to  acquire  2,294,775
Common Shares issued to senior officers of the Corporation. The performance
financial  target set in respect of the Performance-Based Options  was  not
met in 1996 with the result that none of the Performance-Based Options have
yet  vested.  If, in future years, the Corporation exceeds the  performance
financial targets set for such years, the excess may be carried back  to  a
previous year in which the target was not met to enable the options granted
in respect of such previous year to then vest.

      During  1996, the Corporation entered into new employment  agreements
with  certain  of its senior officers. These employment agreements  amended
certain  of the terms of existing agreements, including amounts payable  to
such  employees  upon  the  occurrence of  a  Material  Change.  These  new
employment  agreements reflect the Corporation's publicly  stated  position
that  the  motion  picture theatre exhibition industry is  currently  in  a
period  of rapid expansion that may result in consolidation through mergers
and  acquisitions  within the foreseeable future.  To  ensure  that  senior
management  remains motivated and focused, and to protect and  enhance  the
best  interests  of the Corporation and its shareholders, the  Compensation
Committee  determined that it was appropriate, to maintain sound and  vital
management,  to  revise the employment agreements of such senior  officers.
See "Employment Agreements".

      In  evaluating  the  performance  and  setting  the  compensation  of
executive officers, the Compensation Committee has taken particular note of
the  significant  challenges  that faced the Corporation  and  the  efforts
undertaken  by  the  executive officers to strengthen and  consolidate  the
financial  and  operational  position of the Corporation  within  the  film
exhibition  industry.  The  Compensation  Committee  has  also  taken  into
account, when reviewing executive officer performance and compensation, the
consistent commitment displayed by the executive officers to the  long-term
success of the Corporation.

Chief Executive Officer Compensation

      Mr. Karp's base salary in fiscal 1996 was $750,000. Mr. Karp's annual
cash  incentive  in 1996 was $215,000. In addition, Mr.  Karp  was  granted
options  to  acquire  2,600,000 Common Shares under the Corporation's  long
term incentive plan, of which options to acquire 750,000 Common Shares  are
Performance-Based Options.

      The  Committees, in establishing Mr. Karp's base salary, annual  cash
incentive,  and  long-term incentive in the form of stock options,  made  a
subjective  assessment of his accomplishments in 1996, including continuing
recognition  for  his  efforts towards achieving  the  Corporation's  major
strategic  goals,  establishing the Corporation as a  leader  in  the  film
exhibition industry notwithstanding financial constraints, and his  efforts
in  positioning  the  Corporation to aggressively and  successfully  pursue
major strategic expansion.

      The  members  of  the  Compensation Committee and  the  Stock  Option
Committee are:

    Rudolph P. Bratty, Q.C.

    Robert Rabinovitch

    Howard L. Weitzman

Director Compensation

      Effective January 1, 1994, the Corporation authorized the payment  of
fees to independent directors consisting of an annual retainer of $5,000, a
fee  of  $1,000  per board meeting for attending in person,  $1,500  for  a
chairman  attending  committee meetings in person and  $750  per  committee
meeting for attending in person. If an independent director attends  either
a  board  or committee meeting by way of telephone, such director  receives
$250   for  the  meeting.  For  purposes  of  director  compensation,   the
independent directors are Messrs. Bratty, Daniels and Raymond.

      On  May  15, 1989, the Corporation entered into indemnity  agreements
with  each  of  those  individuals who were then  directors  in  which  the
Corporation extended to each such director the same form of entitlement  to
indemnification  as  was then, and is now, contained in  the  Corporation's
general  by-law,  except  that the Corporation agreed  to  extend  to  such
directors,  whether  or  not  they  then hold  such  office,  such  broader
entitlement to indemnification as it may subsequently provide to all of its
directors.

Compensation Pursuant to Plans



Stock Option Plan

      Under the terms of the Stock Option Plan, the number of Common Shares
that  may  be  available  for  issuance may not  exceed  in  the  aggregate
17,646,716, or such greater number of Common Shares as may be determined by
the board of directors and approved by the shareholders and by any relevant
stock exchange or regulatory authority.

      The  board of directors may delegate any or all of its authority with
respect  to  the  administration of the Stock Option Plan  to  a  committee
consisting of not less than three members of the board of directors, all of
whom are not eligible to participate in the Stock Option Plan. The board of
directors has delegated authority with respect to the administration of the
Stock Option Plan to the Stock Option Committee. See "Meetings of the Board
of Directors and Committees".

      Only  officers  and  full-time employees of the Corporation  and  its
affiliates,  associates and subsidiaries are eligible  to  receive  options
under the Stock Option Plan. As at  May 14, 1997, the approximate number of
eligible  participants  under the Stock Option Plan was  129.  Non-employee
directors  of the Corporation are not eligible to participate in the  Stock
Option Plan. Options granted under the Stock Option Plan are not assignable
or transferable, other than by will or the applicable laws of succession.

      The  Stock  Option Committee has discretion to determine the  vesting
schedule  and duration of individual options granted pursuant to the  Stock
Option Plan, but the duration may not exceed 10 years. To date, certain  of
the  options  provide for immediate vesting while others  provide  for  25%
cumulative  vesting each year commencing six months to one  year  following
the  grant of the options (subject to the additional conditions imposed  on
Performance-Based  Options noted under "Compensation  Committee  and  Stock
Option Committee Report on Executive Compensation"). The exercise price for
each  Common  Share purchased under the Stock Option Plan may not  be  less
than the closing sale price of the Common Shares of the Corporation on  The
Toronto  Stock Exchange or the New York Stock Exchange on the  trading  day
immediately preceding the date of the grant. In the event that  the  Common
Shares  did  not trade on such trading day, the exercise price may  not  be
less  than the average of the bid and ask prices in respect of such  shares
at  the close of trading on such trading day. To date, the Corporation  has
consistently  granted  options exercisable at not  less  than  the  current
market price.

      The Corporation's standard form stock option agreement provides that,
upon  a  sale  by  the Corporation of substantially all of  its  assets  or
properties,  or if an offeror is entitled to acquire all of  the  remaining
shares  of  the  Corporation held by dissenting offerees  pursuant  to  the
provisions  of  the Act, all options automatically become 100%  vested  and
immediately exercisable (except that only 75% of Performance-Based  Options
in  respect  of  the  financial year not completed at  such  time  and  any
subsequent  financial  years vest and become immediately  exercisable).  In
addition,  the Stock Option Plan provides that if an offer to purchase  all
of the Common Shares is made by a third party or in the event of a proposed
amalgamation,  plan  of  arrangement, issuer  bid  or  reorganization,  the
Corporation may, in its discretion, require the acceleration of the vesting
and  expiry dates of the outstanding stock options (subject to the same 75%
restriction in respect of Performance-Based Options).

      The Stock Option Committee, without further action on the part of the
shareholders  of the Corporation, may amend or terminate the  Stock  Option
Plan, provided that no such action may materially and adversely affect  the
rights  under any stock options earlier granted to a participant under  the
Stock  Option  Plan  without  the consent  of  the  participant.  Any  such
amendment  shall, if required, be subject to any approvals  required  under
applicable law or under the applicable rules of any stock exchange on which
the  Common Shares are listed and posted for trading. All amendments to the
terms  of  Stock  Option Plan must be approved by the shareholders  of  the
Corporation  if the amendment would: (i) materially increase  the  benefits
accruing  to  participants under the Stock Option Plan, (ii)  increase  the
number  of securities which may be issued under the Stock Option  Plan,  or
(iii)   materially   modify  the  requirements  as   to   eligibility   for
participation in the Stock Option Plan.

Pension Plans

      The  Corporation  has  two pension plans covering  employees  of  the
Corporation,  being  the Cineplex Odeon Corporation Employee  Pension  Plan
(the  "Canadian  Plan") and the Cineplex Odeon Corporation U.S.  Employees'
Pension Plan (the "U.S. Plan").

 The Canadian Plan

     The Corporation amended the Canadian Plan effective January 1, 1993 by
converting it from a defined benefit plan into a defined contribution plan.
Benefits accrued under the defined benefit plan were frozen at the time  of
conversion.  Effective January 1, 1993, all executive officers resident  in
Canada are covered by the Canadian Plan.

 The U.S. Plan

      An  employee  is  eligible  to participate  in  the  U.S.  Plan  upon
satisfaction  of certain age and service requirements. The monthly  pension
amount  to be received by an employee under the U.S. Plan is based  on  the
average  of the participant's earnings during the sixty consecutive  months
of   employment   that  produced  the  highest  average  pay   during   his
participation in the plan ("Pension Base Pay") and years of benefit service
and is integrated based upon an employee's covered compensation.

     In the case of normal retirement at age 65, subject to certain limits,
the  benefit  is  equal  to approximately 1 14% of  the  Pension  Base  Pay
multiplied by up to a maximum of 35 years of service.

      A  participant has a vested interest in his or her "accrued  benefit"
upon  completion of 5 years of vesting service. The U.S. Plan also provides
that  once  an  employee has attained the age of 55 and has accumulated  at
least  10 years of service, he or she may retire and may commence receiving
a  pension from the U.S. Plan immediately. If the pension benefit  payments
commence  before  the age of 65, the monthly pension amount  paid  to  such
employee will be reduced based on such employee's age at retirement.  If  a
participant  retires prior to the age of 65, the participant  may  also  be
entitled to a supplemental pension payable monthly prior to age 65.

      The  U.S. Plan contains disability and death benefit provisions.  The
disability  provision entitles the vested participant to a special  monthly
disability  benefit  commencing  at  the  normal  retirement  date  if  the
participant  remains  disabled until age 65.  No  disability  benefits  are
payable if the participant has less than 10 years of vesting service. Death
benefits,   and   the  amount  thereof,  are  payable  depending   on   the
participant's vesting status and age at death.

      Michael McCartney has been a member of the U.S. Plan since October 1,
1987. In 1996, Mr. McCartney's covered compensation was U.S. $150,000.


       The   following  table  shows  annual  gross  benefits  payable   to
participants  in the U.S. Plan, upon retirement at their normal  retirement
dates, in straight life annuity amounts:

                            Pension Plan Table
<TABLE>
<CAPTION>

  
Pension Base      5           10           15           20          25          30            35
Pay
               Years of
               Service
  ($ U.S.)     ($ U.S.)    ($ U.S.)     ($ U.S.)     ($ U.S.)    ($ U.S.)    ($ U.S.)      ($ U.S.)
<S>             <C>         <C>          <C>          <C>         <C>         <C>           <C>     

     $25,000    $1,225.00   $2,450.00    $3,675.00    $4,900.00   $6,125.00   $7,350.00      $8,575.00
    50,000        2,450.00    4,900.00     7,350.00     9,800.00   12,250.00   14,700.00      17,150.00
    75,000        4,032.73    8,065.46    12,098.20    16,130.93   20,163.66   24,196.39      28,229.12
 100,000          5,970.73   11,940.46    17,910.70    23,880.83   29,851.16   35,821.39      41,791.62
 125,000          7,907.73   15,815.46    23,723.20    31,630.93   39,538.66   47,446.39      55,354.12
 150,000          9,845.23   19,690.46    29,535.70    39,380.93   49,226.16   59,071.39      68,916.62

Note:

(A)  For  Plan Years commencing 1994 and beyond, U.S. law prohibits  annual
     compensation  used to determine Pension Base Pay from  exceeding  U.S.
     $150,000.

</TABLE>


                            PERFORMANCE GRAPH

      Set  forth  below  is a graph showing the five year cumulative  total
return of the Common Shares of the Corporation as compared with The Toronto
Stock Exchange (TSE) 300 Index and The Toronto Stock Exchange Communication
and  Media Index. The graph assumes $100 invested on December 31,  1991  in
the  Corporation's  Common Shares and in each of the  indexes  and  assumes
reinvestment of dividends.

                        CINEPLEX ODEON CORPORATION
                         Stock Price Performance



              INTERESTS OF INSIDERS IN MATERIAL TRANSACTIONS

      In  connection  with  the Corporation's sale  of  its  remaining  51%
interest  in  the  Film  House Partnership to  The  Rank  Organization  PLC
("Rank"),  the  Corporation  agreed  to provide,  without  cost,  on-screen
advertisements  of  Universal  Studios,  Florida  and  Universal   Studios,
California  until March 2000. Universal Studios, Florida, a motion  picture
and  television theme amusement park, is a joint venture between  Universal
and  Rank.  Universal Studios, California, a motion picture and  television
theme amusement park, is owned by Universal.

      In  fiscal  1996,  in  the  ordinary  course  of  its  business,  the
Corporation  paid  an aggregate of approximately U.S. $20,631,000  in  film
licensing  fees  to  Universal  or subsidiaries  thereof.  The  address  of
Universal  is 100 Universal City Plaza, Universal City, California,  91608,
U.S.A.  A  Canadian  division  of the Corporation  provides  certain  video
distribution  services  to  Universal  pursuant  to  which,  during   1996,
Universal paid the Corporation approximately U.S.$666,000.

      The Corporation has, since 1984, participated in a joint venture with
a  group  of  investors which developed a theatre complex at the  southwest
corner  of  Yonge and Eglinton Streets in Toronto. The investor  group,  in
which each of Messrs. Kolber and Raymond, both of whom are directors of the
Corporation,  and/or associates of such persons, has a  minority  interest,
contributed  $3,250,000  of the total financing required  to  complete  the
project  and  are  entitled to repayment thereof,  together  with  interest
thereon,  and  to  ongoing participation in the revenue  derived  from  the
project. During fiscal 1996, this investor group received $667,943 from the
Corporation.  The  address of the investor group is c/o  Richer,  Sorkin  &
Associates  Inc., 625 Dorchester Blvd. West, Suite 1600, Montreal,  Quebec,
H3B 1R2.

     In September 1990, the Corporation sold its interest in Universal City
Cinemas,  an  18-screen multiplex located in Universal City, California  to
Universal.  The Corporation has been retained to manage the  theatre  on  a
long-term  basis for a fee based upon three percent of gross  revenue  plus
three  percent  of net cash flow from the multiplex. The total  fee  earned
during 1996 was U.S. $646,749.

      On March 28, 1996 the Corporation completed, in Canada and the United
States, a sale to the public of 25,000,000 Common Shares of the Corporation
at  a  price of $1.868 per share ($1.375 (U.S.) per share). Concurrent with
the  closing  of  this  offering of shares to the public,  pursuant  to  an
agreement  dated March 19, 1996, Universal and the Charles Rosner  Bronfman
Trust  purchased  24,242,181  SRV  Shares  and  12,121,454  Common  Shares,
respectively, at the same price as the offering price to the public.

                           LIABILITY INSURANCE

      The Act allows the Corporation to purchase and maintain insurance for
the  benefit  of  its  directors and officers against  certain  liabilities
incurred  by them in their capacity as directors and officers. All premiums
with respect to such insurance are paid by the Corporation. The Corporation
maintains  or has maintained, since the beginning of the 1996 fiscal  year,
the following directors' and officers' liability insurance policies:

          (a)  for the period commencing April 16, 1995 and ending on April
          16,  1996,  coverage  in  respect  of  the  Corporation  and  its
          subsidiaries in the face amount of U.S. $20,000,000. There is  no
          individual  director/officer deductible. In the  event  that  the
          subject directors or officers are indemnified by the Corporation,
          the deductible amount is U.S. $250,000. The total premium payable
          is  U.S.  $380,000.  An additional premium  of  U.S.  $61,250  is
          payable for Employment Practices Liability Insurance Extension;

          (b)  for the period commencing April 16, 1996 and ending on April
          16,  1997,  coverage  in  respect  of  the  Corporation  and  its
          subsidiaries in the face amount of U.S. $25,000,000. There is  no
          individual  director/officer deductible. In the  event  that  the
          subject directors or officers are indemnified by the Corporation,
          the deductible amount is U.S. $250,000. The total premium payable
          is  U.S.  $400,000.  Employment Practices Liability  coverage  is
          included in the above coverage; and

          (c)  for the period commencing April 16, 1997 and ending on April
          16,  1998,  coverage  in  respect  of  the  Corporation  and  its
          subsidiaries in the face amount of U.S. $30,000,000. There is  no
          individual  director/officer deductible. In the  event  that  the
          subject directors or officers are indemnified by the Corporation,
          the deductible amount is U.S. $150,000. The total premium payable
          is  U.S.  $312,000.  Employment Practices Liability  coverage  is
          included in the above coverage.

                         APPOINTMENT OF AUDITORS

       Unless  such  authority  is  withheld,  the  persons  named  in  the
accompanying  form  of  proxy intend to vote FOR the appointment  of  KPMG,
Chartered Accountants, Toronto, Ontario, as auditors of the Corporation  to
hold  office  until  the next annual meeting of shareholders  and  FOR  the
resolution  authorizing the board of directors to fix the  remuneration  of
the  auditors.  Representatives of KPMG are expected to be present  at  the
Meeting and to be available to respond to appropriate questions and to make
statements as they may desire. These resolutions require the approval of  a
majority  of  the votes cast in person or by proxy by the shareholders  who
vote in respect of the resolutions.

                          SHAREHOLDER PROPOSALS

      Proposals of shareholders intended to be presented at the 1998 annual
meeting of shareholders must be received for inclusion in the Corporation's
management  information  circular  for  such  meeting  by  April  8,  1998.
Shareholders submitting such proposals are requested to address them to the
Secretary, Cineplex Odeon Corporation, 1303 Yonge Street, Toronto, Ontario,
Canada M4T 2Y9.

                    AVAILABILITY OF CERTAIN DOCUMENTS

      The  Corporation shall provide to any person upon written request  to
the Corporate Secretary of the Corporation at any time:

                     (i)   one copy of the Annual Information Form  of  the
               Corporation (being its Form 10-K) together with one copy  of
               any  document,  or  the  pertinent  pages  of  any  document
               incorporated by reference therein;

                     (ii)  one copy of the comparative financial statements
               of  the  Corporation for its most recently completed  fiscal
               year  together with the accompanying report of the  auditors
               and  one  copy  of any interim financial statements  of  the
               Corporation subsequent to the financial statements  for  its
               most recently completed fiscal year end; and

                     (iii)     one copy of the information circular of  the
               Corporation in respect of its most recent annual meeting  of
               shareholders that involved the election of directors or  one
               copy   of  any  annual  filing  prepared  in  lieu  of  that
               information circular, as appropriate,

provided  that  the  Corporation may require the payment  of  a  reasonable
charge  if the request is made by a person who is not a security holder  of
the  Corporation. Written requests for a copy of the above documents should
be   directed   to  the  Investor  Relations  Department,  Cineplex   Odeon
Corporation, 1303 Yonge Street, Toronto, Ontario, Canada, M4T 2Y9.

     The board of directors of the Corporation has approved the contents of
this Management Information Circular and its sending to the shareholders.

DATED the 26th day of May, 1997.

                                                       Michael Herman
                                                       Secretary

<PAGE>
                                SCHEDULE A

<TABLE>
<CAPTION>

Name              Date       Options     Market     Exercise      New       Length of
                            Repriced    Price of     Price     Exercise      Original
                               or       Stock at   at Time of    Price     Option Term
                             Amended      Time     Repricing      ($)      Remaining at
                               (#)         of          or                      Date
                                       Repricing   Amendment               of Repricing
                                           or         ($)                  or Amendment
                                       Amendment                              (Days)
                                          ($)

<S>                <C>        <C>          <C>          <C>         <C>      <C>                
Allen Karp         13 May 88  35,000 *       10.750     15.250      11.000          1,039
President and      13 May 88 120,000 *       10.750     17.250      11.000          1,074
Chief
Executive           5 Apr 90  35,000 *        5.750     11.000       5.750            347
Officer
                    5 Apr 90 120,000 *        5.750     11.000       5.750            382
                   27 Mar 91 350,000 *        4.300      8.375       4.300          1,346
                   14 Oct 91 155,000 *        3.950      5.750       3.950          1,270
                   14 Oct 91  45,000 *        3.950      5.250       3.950          1,641
                   14 Oct 91 250,000 *        3.950      4.300       3.950          1,627
                    5 Nov 92 350,000 *        2.450      4.300       2.500          1,239
                    5 Nov 92 561,500 *        2.450      3.950       2.500          1,440
                   16 Apr 96   671,500        1.868      2.500       1.868            151
                   16 Apr 96 1,500,000        1.868      3.400       1.868          3,134
Ellis Jacob        13 May 88  11,000 *       10.750     19.500      11.000          1,607
Executive           5 Apr 90  29,000 *        5.750     14.000       5.750          1,597
Vice-Presiden
t
and Chief           5 Apr 90  11,000 *        5.750     11.000       5.750            915
Financial
Officer            27 Mar 91  35,000 *        4.300      8.375       4.300          1,346
                   14 Oct 91  75,000 *        3.950      5.750       3.950          1,270
                   14 Oct 91  40,000 *        3.950      5.250       3.950          1,641
                   14 Oct 91 200,000 *        3.950      4.300       3.950          1,627
                    5 Nov 92  35,000 *        2.450      4.300       2.500          1,239
                    5 Nov 92 353,150 *        2.450      3.950       2.500          1,440
                   16 Apr 96   428,150        1.868      2.500       1.868            151
                   16 Apr 96   750,000        1.868      3.400       1.868          3,134
Robert Tokio        5 Apr 90  50,000 *        5.750     14.875       5.750          1,315
Executive           5 Apr 90  10,000 *        5.750     12.750       5.750          1,671
Vice-Presiden
t
                   27 Mar 91  35,000 *        4.300      8.375       4.300          1,346
                   14 Oct 91  85,000 *        3.950      5.750       3.950          1,270
                   14 Oct 91  30,000 *        3.950      5.250       3.950          1,641
                   14 Oct 91 200,000 *        3.950      4.300       3.950          1,627
                    5 Nov 92  35,000 *        2.450      4.300       2.500          1,239
                    5 Nov 92 353,150 *        2.450      3.950       2.500          1,440
                   16 Apr 96    75,000        1.868      2.260       1.868            253
                   16 Apr 96   428,150        1.868      2.500       1.868            151
                   16 Apr 96   750,000        1.868      3.400       1.868          3,134
Michael            13 May 88   6,000 *       10.750     16.375      11.000          1,228
McCartney
Senior              5 Apr 90   6,000 *        5.750     11.000       5.750            536
Vice-Presiden
t,
Head Film          14 Oct 91  13,500 *        3.950      5.750       3.950          1,270
Buyer
                   14 Oct 91  11,500 *        3.950      5.250       3.950          1,641
                    5 Nov 92  44,000 *        2.450      3.950       2.500          1,440
                   16 Apr 96     5,500        1.868      2.260       1.868            253
                   16 Apr 96    44,000        1.868      2.500       1.868            151
                   16 Apr 96    15,500        1.868      4.000       1.868            946
                   16 Apr 96    35,000        1.868      3.400       1.868          3,134
                   16 Apr 96    25,000        1.868      2.620       1.868          1,609
Michael Herman      5 Nov 92 100,000 *        2.450      3.300       2.500          1,639
Executive          16 Apr 96   125,000        1.868      2.500       1.868            151
Vice-Presiden
t,
Corporate          16 Apr 96    25,000        1.868      4.000       1.868            946
Affairs
and Secretary      16 Apr 96   250,000        1.868      3.400       1.868          3,134
Irwin Cohen        13 May 88  10,000 *       10.750     16.375      11.000          1,228
Executive           5 Apr 90  10,000 *        5.750     11.000       5.750            536
Vice-Presiden
t,
Operation for       5 Apr 90   5,000 *        5.750     11.000       5.750          1,210
North America      14 Oct 91  20,000 *        3.950      5.750       3.950          1,270
                   14 Oct 91  20,000 *        3.950      5.250       3.950          1,641
                    5 Nov 92  44,000 *        2.450      3.950       2.500          1,440
                   16 Apr 96     5,500        1.868      2.260       1.868            253
                   16 Apr 96    64,500        1.868      2.500       1.868            151
                   16 Apr 96    30,000        1.868      4.000       1.868            946
                   16 Apr 96   150,000        1.868      3.400       1.868          3,134
Howard             13 May 88   5,000 *       10.750     16.375      11.000          1,228
Lichtman
Executive          13 May 88  10,000 *       10.750     18.250      11.000          1,527
Vice-Presiden
t,
Marketing and       5 Apr 90   5,000 *        5.750     11.000       5.750            536
Communications      5 Apr 90  10,000 *        5.750     11.000       5.750            835
                    5 Apr 90  15,000 *        5.750     11.000       5.750          1,210
                   27 Mar 91  30,000 *        4.300      8.375       4.300          1,346
                   14 Oct 91  40,000 *        3.950      5.750       3.950          1,270
                   14 Oct 91  25,000 *        3.950      4.300       3.950          1,627
                    5 Nov 92  30,000 *        2.450      4.300       2.500          1,239
                    5 Nov 92  77,200 *        2.450      3.950       2.500          1,440
                    5 Nov 92  25,000 *        2.450      3.450       2.500          1,680
                   16 Apr 96     6,000        1.868      2.260       1.868            253
                   16 Apr 96   102,200        1.868      2.500       1.868            151
                   16 Apr 96   200,000        1.868      3.400       1.868          3,134
Stephen Brown      14 Oct 91   7,500 *        3.950      5.750       3.950          1,270
Senior             14 Oct 91  17,500 *        3.950      5.250       3.950          1,641
Vice-Presiden
t,
Treasury and        5 Nov 92  27,500 *        2.450      3.950       2.500          1,440
Tax
                   16 Apr 96     3,500        1.868      2.260       1.868            253
                   16 Apr 96    17,500        1.868      2.500       1.868            151
                   16 Apr 96     9,000        1.868      4.000       1.868            946
                   16 Apr 96    30,000        1.868      3.400       1.868          3,134
Jim Vassos         14 Oct 91  12,500 *        3.950      5.750       3.950          1,270
Senior             14 Oct 91  12,500 *        3.950      5.250       3.950          1,641
Vice-Presiden
t,
Business            5 Nov 92  27,500 *        2.450      3.950       2.500          1,440
Affairs and
Planning           16 Apr 96     3,500        1.868      2.260       1.868            253
                   16 Apr 96    15,500        1.868      2.500       1.868            151
                   16 Apr 96     9,000        1.868      4.000       1.868            946
                   16 Apr 96    30,000        1.868      3.400       1.868          3,134
                                                                                         

Former Officers



Name               Date      Options     Market   Exercise    New    Length of
                            Repriced    Price of  Price at  Exercise  Original
                           or Amended   Stock at   Time of   Price     Option
                               (#)      Time of   Repricing   ($)       Term
                                       Repricing     or              Remaining
                                           or     Amendment           at Date
                                       Amendment     ($)                 of
                                          ($)                        Repricing
                                                                         or
                                                                     Amendment
                                                                       (Days)
                                                                                
Garth Drabinsky   13 May 88   300,000 *     10.750    16.375   11.000      1,228
Former
Chairman of
the Board,
President and
Chief
Executive
Officer
Myron Gottlieb    13 May 88   200,000 *     10.750    16.375   11.000      1,228
Former Vice-
Chairman of
the Board and
Chief
Administrative
Officer
Neil Blatt        13 May 88     5,000 *     10.750    16.375   11.000      1,228
Former           13 May 88     7,500 *     10.750    16.375   11.000      1,434
Executive Vice-   5 Apr 90     5,000 *      5.750    11.000    5.750        536
President,        5 Apr 90     7,500 *      5.750    11.000    5.750        742
Film              5 Apr 90     5,000 *      5.750    11.000    5.750      1,210
                 27 Mar 91    30,000 *      4.300     8.375    4.300      1,346
                 14 Oct 91    35,000 *      3.950     5.750    3.950      1,270
                 14 Oct 91    85,000 *      3.950     5.250    3.950      1,641
                 14 Oct 91   150,000 *      3.950     4.300    3.950      1,627
                  5 Nov 92    30,000 *      2.450     4.300    2.500      1,239
                  5 Nov 92   302,700 *      2.450     3.950    2.500      1,440
Ira Mitchell      13 May 88    20,000 *     10.750    21.250   11.000      1,105
Former           13 May 88     7,500 *     10.750    18.250   11.000      1,259
Executive Vice-  13 May 88     7,500 *     10.750    16.375   11.000      1,228
President,
Real Estate
Development,
U.S.
Jerald Banks      13 May 88    60,000 *     10.750    18.625   11.000      1,471
Former Senior    13 May 88    60,000 *     10.750    20.125   11.000      1,546
Executive Vice-
President,
Corporate
Affairs &
Secretary
Harold Kramer     13 May 88     3,000 *     10.750    14.625   11.000      1,029
Former Senior    13 May 88     2,000 *     10.750    16.375   11.000      1,228
Vice-President   13 May 88     5,000 *     10.750    20.125   11.000      1,537
Gerald Kishner    13 May 88    50,000 *     10.750    18.875   11.000      1,559
Former
Executive Vice-
President and
Chief
Financial
Officer
Peter Mandell     13 May 88     7,000 *     10.750    15.250   11.000      1,039
Former Senior    13 May 88    23,000 *     10.750    17.250   11.000      1,074
Vice-            13 May 88     7,000 *     10.750    16.375   11.000      1,228
President,        5 Apr 90     7,000 *      5.750    11.000    5.750        347
General           5 Apr 90    23,000 *      5.750    11.000    5.750        382
Counsel &         5 Apr 90     7,000 *      5.750    11.000    5.750        536
Secretary        14 Oct 91    10,000 *      3.950     5.750    3.950      1,270
                 14 Oct 91    37,000 *      3.950     5.750    3.950      1,270
                 14 Oct 91     8,000 *      3.950     5.250    3.950      1,641
Lynda Friendly    13 May 88     3,000 *     10.750    14.625   11.000      1,029
Former           13 May 88     5,500 *     10.750    16.375   11.000      1,228
Executive Vice-
President,
Marketing &
Communications
Barry Silver      13 May 88     3,000 *     10.750    14.625   11.000      1,029
Former           13 May 88     5,500 *     10.750    16.375   11.000      1,228
Executive Vice-   5 Apr 90     3,000 *      5.750    11.000    5.750        337
President,        5 Apr 90     5,500 *      5.750    11.000    5.750        536
Operations
David Allen       13 May 88     3,000 *     10.750    14.625   11.000      1,029
Former           13 May 88     7,000 *     10.750    16.375   11.000      1,228
Executive Vice-   5 Apr 90     3,000 *      5.750    11.000    5.750        337
President,        5 Apr 90     7,000 *      5.750    11.000    5.750        536
Canada            5 Apr 90    10,000 *      5.750    11.000    5.750      1,210
                 27 Mar 91    30,000 *      4.300     8.375    4.300      1,346
                 14 Oct 91    20,000 *      3.950     5.750    3.950      1,270
                 14 Oct 91    50,000 *      3.950     4.300    3.950      1,627
                                                                    
Robert Topol      13 May 88     1,500 *     10.750    14.625   11.000      1,029
Former           13 May 88     3,000 *     10.750    16.375   11.000      1,228
Executive Vice-  13 May 88     5,000 *     10.750    10.750   11.000      1,351
President        13 May 88    20,000 *     10.750    18.875   11.000      1,502
                                                                                
</TABLE>

*No such options remain outstanding

<PAGE>

                           CINEPLEX ODEON CORPORATION

                       PROXY FOR HOLDERS OF COMMON SHARES
                        SOLICITED ON BEHALF OF MANAGEMENT



The undersigned shareholder of Cineplex Odeon Corporation (the "Corporation")
hereby appoints Allen Karp, or failing him, Ellis Jacob, or failing both of the
foregoing, Senator E. Leo Kolber, or instead of any of them                     
                           as proxy for the undersigned, with power of
substitution, to attend and act for and on behalf of the undersigned at the
Annual Meeting (the "Meeting") of shareholders of the Corporation to be held at
12 noon on Thursday June 26, 1997, at Cineplex Odeon Varsity Cinemas, 55 Bloor
Street West, Second Level, Toronto, Ontario, and at any adjournments thereof and
to vote, as directed below, all common shares in the capital of the Corporation
("Common Shares") which the undersigned would be entitled to vote if then
personally present: 

     (a)       FOR   or WITHHOLD FROM VOTING   in the election of nominees
               listed below as directors of the Corporation for a term of one
               year. (A shareholder may withhold authority to vote for a
               particular nominee(s) by lining through or otherwise striking out
               the name(s) of the particular nominee(s) and checking the "For"
               box.)

Rudolph P. Bratty, Q.C., John H. Daniels, Bruce L. Hack, Ellis Jacob, Allen
Karp, The Honourable E. Leo Kolber, Brian Mulligan, Andrew J. Parsons, Eric W.
Pertsch, Robert Rabinovitch, James D. Raymond and Howard L. Weitzman. 

     (b)  FOR   or WITHHOLD FROM VOTING   in the appointment of KPMG, Chartered
          Accountants, as independent auditors for fiscal 1997. 

     (c)  FOR   or WITHHOLD FROM VOTING   on the resolution authorizing the
          board of directors of the Corporation to fix the remuneration of the
          auditors. 

     (d)  In his or her discretion, with respect to any amendments or variations
          to the matters hereinbefore specified, or on such further or other
          business as may properly come before the Meeting or any adjournments
          thereof. 

The proxy named above will vote or withhold from voting the shares in respect of
which he or she is appointed on any ballot that may be called for in accordance
with the directions of the shareholder appointing him or her. In the absence of
such direction, such shares will be voted FOR the resolutions specified in
paragraphs (a) to, and including, (c) above on any ballot that may be called
for.

The undersigned hereby ratifies and confirms all that the said proxy may do by
virtue hereof, granting to the said proxy full power and authority to act for
and in the name of the undersigned at the said Meeting or at any adjournments
thereof, and hereby revokes any proxy or proxies heretofore given to vote,
attend or act with respect to the said shares. 

This proxy is solicited on behalf of management and the shares represented by
this proxy will be voted or withheld from being voted, as stated above, in
accordance with the instructions of the undersigned on any ballot that may be
called for and, if the undersigned has specified a choice with respect to any
matter to be acted upon, the shares represented by this proxy shall be voted
accordingly at the Meeting and at any adjournments thereof. The undersigned has
the right to appoint a person to attend, vote and act for and on his or her
behalf at the Meeting or at any adjournments thereof other than the persons
named above and may exercise such right by inserting the name of his or her
nominee, who need not be a shareholder of the Corporation, in the blank space
provided above for the purpose, or by completing another proper form of proxy.

The undersigned hereby acknowledges receipt of the Notice of Meeting dated
May 26, 1997 and of the accompanying Management Information Circular.

DATED the    day of            , 1997.


                        Signature of Registered Shareholder or
                                   Authorized Signing Officer

                          Name of Registered Shareholder (Please Print)



Please insert the date that the proxy is signed in the space provided. If the
date has not been inserted, this form of proxy is deemed to bear the date on
which it is mailed. Please sign exactly as your name appears on your share
certificates. If the shareholder is a corporation, this proxy must be executed
by an officer or attorney thereof duly authorized. 


<PAGE>

                                PLEASE NOTE THAT
                                  THE TIME OF
                               THE ANNUAL MEETING
                                HAS BEEN CHANGED
                                 TO 12:00 NOON,
                            NOT 10:00 A.M. AS NOTED
                              IN THE ANNUAL REPORT