FORM 8 - K   

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


CURRENT REPORT

Pursuant to Section 13 or 15(d) of the 
Securities Exchange Act of 1934


Date of Report (Date of earliest event reported) September 30, 1997

Commission file number: 1-9454


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

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



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

	416-323-6600        
	(Registrant's telephone number 
	including area code)



Item 5.  Other Events

Cineplex Odeon Corporation, a corporation formed under the laws of the 
province of Ontario (the Corporation), Sony Pictures Entertainment Inc. 
(Sony Pictures) and LTM Holdings, Inc. (LTM) have entered into an 
agreement which provides for the combination of the businesses of the 
Corporation and LTM. LTM is a private Delaware corporation wholly-owned 
by Sony Pictures. The transaction will involve combining the Corporation 
with the Loews Theatres Exhibition Group, which consists of Sony/Loews 
Theatres and its joint ventures with Star Theatres and Magic Johnson 
Theatres. It is proposed that the combined company will be named Loews 
Cineplex Entertainment Corporation (LCE). LCE will have over 2,600 
screens in approximately 460 locations in North America.

Pursuant to a series of related transactions to be effected pursuant to 
a Plan of Arrangement under the Business Corporations Act (Ontario), the 
Corporation's shares will be exchanged for shares of LCE with the result 
that the Corporation will become a wholly-owned subsidiary of LCE. Upon 
closing of the transaction, Sony Pictures will own approximately 51.1% 
of LCE's shares (representing 49.9% of LCE's voting shares); Universal 
Studios, Inc. (Universal) will own approximately 26% of LCE's shares 
(subsequent to a cash subscription of approximately $84.5 million for 
shares of LTM); the Charles Rosner Bronfman Family Trust and certain 
related parties (the Bronfman Trust) will own approximately 9.6% of 
LCE's shares; and the shareholders of the Corporation, other than 
Universal and the Bronfman Trust, will own approximately 13.3% of LCE's 
shares. It is estimated that, upon closing, the total number of 
outstanding shares of LCE will be 452 million. It is intended that the 
LCE shares will be listed on the New York Stock Exchange and The Toronto 
Stock Exchange.

On a combined pro forma basis for the 12 months ended August 31, 1997, 
LCE would have generated approximately $700 million in box office 
revenues and approximately $140 million in earnings before interest, 
taxes, depreciation and amortization. It is anticipated that, as at the 
closing of this transaction, LCE's total debt will be approximately $700 
million.

The merger of the two circuits will give LCE an important presence in 22 
states, including in major cities such as New York, Los Angeles, 
Chicago, Boston, Seattle, Washington, D.C. and Houston, as well as a 
leading position in Canada, including in major cities such as Toronto, 
Montreal and Vancouver, as one of the two major exhibitors in that 
country.

Morgan Stanley & Co. is advising the independent committee of the 
Corporation with respect to this transaction and has provided such 
committee with a fairness opinion in that regard.

Lawrence J. Ruisi, currently President of Sony Retail Entertainment, 
will serve as President and Chief Executive Officer of LCE. Allen Karp, 
currently President and Chief Executive Officer of the Corporation, will 
serve as Chairman and Chief Executive Officer of Cineplex Odeon Canada, 
which will be the Canadian operating subsidiary of LCE. LCE's corporate 
headquarters will be in New York, with the United States operational 
headquarters in New York and the Canadian operational headquarters in 
Toronto.

The merger is subject to approval by the shareholders of the Corporation 
and regulatory approval in both Canada and the United States. It is 
anticipated that closing of this transaction will take place in 
approximately six months.

Item 7.  Financial Statements and Exhibits

(c) Exhibits

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

(2) Form of Plan of Arrangement of Cineplex Odeon Corporation 
under Section 182 of the Business Corporations Act (Ontario).

(3) Stockholders Agreement among LTM Holdings, Inc., Sony Pictures 
Entertainment Inc., Universal Studios, Inc., Charles Rosner 
Bronfman Family Trust and certain other parties dated as of 
September 30, 1997.

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

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




SIGNATURE

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


Cineplex Odeon 
Corporation


       	October 16, 1997
Dated:  _________________	By: /s/s Stephen Brown
				                      Name: Stephen Brown
			                      	Title: Senior Vice 
				                             President and Chief 
                             				Financial Officer


EXHIBIT INDEX




Exhibit No.	Description		Page No


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

2		Form of Plan of 
		Arrangement of 
		Cineplex Odeon 
		Corporation under 
		Section 182 of the 
		Business Corporations 
		Act (Ontario).

3		Stockholders 
		Agreement among LTM 
		Holdings, Inc., Sony 
		Pictures 
		Entertainment Inc., 
		Universal Studios, 
		Inc., Charles Rosner 
		Bronfman Family Trust 
		and certain other 
		parties dated as of 
		September 30, 1997.

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

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