FORM 10 - Q

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

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

 For the quarterly period ended:  June 30, 1997

                             OR

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

 For the transition period from             to             

 Commission file number: 1-9454


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


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


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


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

Indicate by check mark whether the Registrant (1) has filed all 
reports required to be filed by Section 13 or 15(d) of the Securities 
Exchange Act of 1934 during the preceding 12 months (or for such 
shorter periods that the Registrant was required to file such 
reports), and (2) has been subject to such filing requirements for 
the past 90 days. Yes X or No  
                     ---
As of August 2, 1997, 103,352,907 shares of Cineplex Odeon 
Corporation Common Stock were outstanding.

						TOTAL NO. OF PAGES  17                 
    		EXHIBIT INDEX PAGE  15    


<PAGE>


	CINEPLEX ODEON CORPORATION

	FORM 10-Q
	
	JUNE 30, 1997

	Index


PART I - FINANCIAL INFORMATION                         		Page No.

	ITEM  1 - Financial Statements (Unaudited)

		Consolidated Balance Sheet
   		June 30, 1997 and December 31, 1996	  	               	  3

		Consolidated Income Statement
   		Three Months Ended June 30, 1997 and	    
		   June 30, 1996 and;	
		 	
		   Six Months Ended June 30, 1997 and	                    		4
   		June 30, 1996

		Consolidated Statement of Changes in Cash Resources
 		  Six Months Ended June 30, 1997 and June 30, 1996         5

		Notes to the Consolidated Financial Statements - 
	   	June 30, 1997   	 		                                			6 - 7
	


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


PART II - OTHER INFORMATION
  
	ITEM 1 - Legal Proceedings	   	                            			11

	ITEM 4 - Submission of Matters to a Vote of Security Holders	 11

	ITEM 6 - Exhibits and Reports on Form 8-K 	                   12

	SIGNATURE PAGE	                                               13

<PAGE>

CINEPLEX ODEON CORPORATION			
CONSOLIDATED BALANCE SHEET 			
(in thousands of U.S. dollars)			
			
<TABLE>
<CAPTION>

                                                 	Unaudited	        Audited	
                                               	June 30, 1997   December 31, 1996	
                                                -------------   -----------------	
<S>                                             <C>             <C>
ASSETS			
			
CURRENT ASSETS			
  Cash	                                         $     2,625     $    2,718 
  Accounts receivable 	                              13,094          9,552 
  Other                                        	     11,220          8,852 
                                                 -----------     -----------
                                                    	26,939         21,122 

PROPERTY, EQUIPMENT AND LEASEHOLDS                  579,085        579,841 
		
OTHER ASSETS		
  Long-term investments and receivables	              1,812          2,535 
  Goodwill                                          	32,258         32,816 
  Deferred charges 	                                  7,912          7,857 
                                                 -----------     ----------
                                                  	  41,982         43,208 
		

                                                 -----------    ----------		
TOTAL ASSETS                               	     $  648,006     $  644,171 
                                                 ===========    ===========
		
LIABILITIES AND SHAREHOLDERS' EQUITY		

CURRENT LIABILITIES		
  Accounts payable and accruals            	     $   58,605     $   59,474 
  Deferred income                                    18,380         17,150 
  Current portion of long-term debt 
     and other obligations	                           7,178          6,926 
                                                 -----------    -----------	
                                                     84,163         83,550 

LONG-TERM DEBT                                      345,479        326,058 
		
CAPITALIZED LEASE OBLIGATIONS	                        7,293          8,317 
		
DEFERRED INCOME                                      	5,198          6,594 

PENSION OBLIGATION                                     	991 	        1,072 
		
SHAREHOLDERS' EQUITY		
  Capital stock	                                    555,399        555,374 
  Translation adjustment 	                            2,765          4,016 
  Retained earnings (deficit)                   	  (353,282)    	 (340,810)
                                                  ----------     ----------
                                                  	 204,882        218,580 
		
COMMITMENTS AND CONTINGENCIES (note 2)		

                                                 -----------    -----------  
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	      $  648,006     $  644,171 
                                                 ===========    ===========
</TABLE>
		
The accompanying notes are an integral part of these consolidated financial 
statements.		

<PAGE>

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

<TABLE>
<CAPTION>
                                                           		Unaudited		
					
                                        	3 Months      3 Months      6  Months   	  6 Months	
                                           Ended         Ended          Ended          Ended
	                                      June 30, 1997  June 30, 1996  June 30, 1997  June 30, 1996
                                       -------------  -------------  -------------  -------------
<S>                                    <C>            <C>            <C>            <C>
REVENUE					
  Admissions	                            $   87,932      $  82,942     $  194,324    $  174,201 
  Concessions	                               33,203         29,071         71,550        60,932      
  Other	                                      6,080          5,770         11,887        11,001 
                                         -----------     ----------    -----------   -----------
                                          	 127,215        117,783        277,761       246,134 

EXPENSES				
  Theatre operations and other expenses  	  110,297         99,171        226,782       202,988 
  Cost of concessions                      	  6,249          5,142         13,363        10,850 
  General and administrative               	  5,041          4,530         10,208         8,705     
  Depreciation and amortization	             11,155         10,733         22,176        21,433 
                                          ----------     ----------     ----------   -----------
                                           	132,742        119,576        272,529       243,976 
                                          ----------     ----------     ----------   -----------

Income/(loss) before the undernoted  	       (5,527)        (1,793)         5,232         2,158 

Other expenses                                	(495)          	(64)         	(568)	        (837)
                                          ----------     ----------     ----------   -----------
 
Income/(loss) before interest 
 on long-term debt and income taxes	        (6,022)         (1,857)         4,664         1,321 

Interest on long-term debt	                  8,297           8,821         16,570        18,742 
                                          ----------     ----------     ----------   -----------  
					
Loss before income taxes	                  (14,319)        (10,678)       (11,906)      (17,421)
Income taxes                                  	260            	392           	566          	806 	
                                         -----------    -----------    -----------   -----------
NET LOSS                           	     $ (14,579)     $  (11,070)    $  (12,472)   $  (18,227)
                                         ===========    ===========    ===========   ===========					

BASIC					
Weighted average shares outstanding	   176,796,000     176,510,000    176,790,000    150,030,000 
Loss per share	                             ($0.08)        	($0.06)      	($0.07) 	       ($0.12)	
					
FULLY DILUTED					
Weighted average shares outstanding	   191,252,000     183,311,000    191,271,000    157,347,000 
Loss per share	                             ($0.08)        	($0.06)       	($0.07)	       ($0.12)	
					
</TABLE>

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


<PAGE>

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

                                                     		Unaudited	
	                                               	6 Months      	6 Months 
	                                                  Ended          Ended
                                              	June 30, 1997  June 30, 1996
                                               -------------  -------------
<S>                                            <C>            <C>   
CASH PROVIDED BY(USED FOR)			

OPERATING ACTIVITIES			
	Net loss	                                      $    (12,472) $   (18,227)
	Depreciation and amortization	                       22,176       21,433 
	Other non-cash items                                	(1,344)        (901)
                                                  -----------   ----------	   
                                                    	  8,360        2,305 
	Net change in non-cash working capital             	 (5,538)     	  (439)
	                                                 -----------   ----------
                                                     	 2,822        1,866 
                                                  -----------   ----------
FINANCING ACTIVITIES		 	 
	Decrease in long-term debt and other obligations	    (1,932)     (72,201)
	Increase in long-term debt and other obligations	    20,435            -   
 Issue of share capital, net of issue costs              	25 	     82,871 
	Other                                                 	(126)       	(789)
	                                                 -----------    ---------  
                                                    	 18,402        9,881 
                                                  -----------    ---------
INVESTMENT ACTIVITIES			
	Additions to property, equipment and leaseholds     (24,316)     (11,540)
	Long-term investments	                                    -          (11)
	Proceeds on sale of certain theatre properties	       2,626          712 
	Other                                                  	373         (762)
	                                                 -----------    ---------
                                                  	  (21,317)     (11,601)
                                                  -----------    ---------			

NET INCREASE(DECREASE) DURING PERIOD	                   	(93)        	146 

CASH AT BEGINNING OF PERIOD		                          2,718        1,604 
                                                   ----------   ----------
CASH AT END OF PERIOD	                        	    $   2,625    $   1,750 
                                                   ==========   ==========			

CASH FLOW FROM OPERATING ACTIVITIES PER SHARE			
	Basic                                           	 $   0.02    	 $   0.01 
	Fully Diluted                                   	 $   0.01 	    $   0.01 
			
</TABLE>

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

<PAGE>

CINEPLEX ODEON CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1997
(in U.S. dollars) 
(Unaudited)

1. BASIS OF PRESENTATION
------------------------

The consolidated financial statements in this quarterly report to 
shareholders are prepared in accordance with accounting principles 
generally accepted in Canada. For the three and six months ended June 
30, 1997, the application of accounting principles generally accepted 
in the United States did not have a material effect on the 
measurement of the Corporation's net loss and shareholders' equity. 
For information on differences between Canadian and United States 
generally accepted accounting principles, reference is made to the 
Corporation's 1996 annual report to shareholders.

The consolidated financial statements in this quarterly report to 
shareholders are based in part on estimates, and include all 
adjustments consisting of normal recurring accruals that management 
believes are necessary for a fair presentation of the Corporation's 
financial position as at June 30, 1997, and the results of its 
operations for the three and six months then ended. Operating results 
for the three and six months ended June 30, 1997 are not necessarily 
indicative of the results that may be expected for the year ending 
December 31, 1997.

The consolidated financial statements and related notes have been 
prepared in accordance with generally accepted accounting principles 
applicable to interim periods; consequently they do not include all 
generally accepted accounting disclosures required for annual 
consolidated financial statements. For more complete information 
these consolidated financial statements should be read in conjunction 
with the consolidated financial statements and notes contained in the 
Corporation's 1996 annual report to shareholders.


2. COMMITMENTS AND CONTINGENCIES
--------------------------------

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

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

iii) As at June 30, 1997, the Corporation was in compliance with the 
financial covenants contained in its bank credit facilities.  Given 
the uncertainty with respect to the admission and concession revenues 
that the Corporation will generate, there is a possibility that the 
Corporation may not meet certain financial covenants in future 
periods.  The Corporation believes that the banking syndicate 
participating in the bank credit facilities would waive the 
particular financial covenants if the Corporation is not in 
compliance at a measurement date during the next twelve month period.



3. SUMMARY FINANCIAL INFORMATION
--------------------------------

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

<TABLE>
<CAPTION>

                                                         		Unaudited		
				
                               	3 Months           	3 Months          6 Months          6 Months 
	                                 Ended               Ended             Ended             Ended
                              June 30, 1997       June 30, 1996     June 30, 1997     June 30, 1996
                              -------------       -------------     -------------     -------------
<S>                           <C>                 <C>               <C>               <C>

Revenue	                     $  81,726,000       $  84,344,000     $  177,341,000    $  171,014,000 
                             =============       =============     ==============    ==============
				
Income before general and 				
administrative expenses, 
depreciation and amortization, 
interest on long-term debt				
and income taxes           	 $   5,049,000       $   9,995,000     $   18,796,000    $   20,470,000 
                             ==============      ==============    ===============   ===============				

Net loss	                    $ (14,388,000)      $  (9,282,000)    $  (20,076,000)   $  (18,069,000)
                             ==============      ==============    ===============   ===============				
				
				
      	                     June 30, 1997      December 31, 1996
                            -------------      -----------------

Current Assets	             $  22,158,000         $ 17,105,000 
Noncurrent Assets	            477,250,000          484,618,000 
Current Liabilities	           81,843,000           55,078,000 
Noncurrent Liabilities	       277,699,000          265,386,000 

</TABLE>

Current liabilities at June 30, 1997 include a net payable to the 
Corporation and other corporations within the consolidated group in the 
amount of $20,870,000 (December 31, 1996 - net payable of $9,551,000).  
Noncurrent liabilities at June 30, 1997 and December 31, 1996 include 
$10,000,000 that is owed to the Corporation. 


4. RECLASSIFICATION
-------------------

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


<PAGE>

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

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

The Corporation's net loss for the three months ended June 30, 1997 
was $14,579,000 or $0.08 per share compared to a net loss of 
$11,070,000 or $0.06 per share for the same period in 1996. Total 
revenue for the three months ended June 30, 1997 was $127,215,000 
compared to $117,783,000 for the comparable period in the prior year. 
The increase in revenue in the second quarter of 1997 was offset by 
an increase in film cost, which is directly attributable to the 
manner in which films were released in the quarter. For the six 
months ended June 30, 1997 the Corporation reported a net loss of 
$12,472,000 or $0.07 per share compared to a net loss of $18,227,000 
or $0.12 per share for the six months ended June 30, 1996. Total 
revenue for the six months ended June 30, 1997 was $277,761,000 
compared to $246,134,000 for the comparable period in the prior year. 
The improved performance for the six months ended June 30, 1997 
compared to the same period in the prior year is the result of an 
extremely strong first quarter of 1997 from a film release 
perspective, including the re-release of the Star Wars trilogy, Liar, 
Liar and Dante's Peak.

In June of 1997 the Corporation announced that it is in discussions 
with Sony Retail Entertainment, Inc. (Sony) with respect to a 
possible merger between the Corporation and Sony's Loews Theatres 
Group. At this stage there are no further details to announce other 
than that discussions concerning the merger continue. There is no 
assurance that an agreement will be entered into or, if entered into, 
that a transaction will be completed. Any such transaction would be 
subject to a number of approvals, including shareholder and 
regulatory approvals in both Canada and the United States.
 
LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

Cash flow from operations for the six months ended June 30, 1997 
amounted to a net inflow of $2,822,000 compared to a net inflow of 
$1,866,000 for the same period in 1996. Excluding the impact of the 
net change in non-cash working capital, the Corporation's cash flow 
from operations for the six months ended June 30, 1997 amounted to a 
net inflow of $8,360,000 compared to a net inflow of $2,305,000 for 
the same period in 1996. The increase in cash flow resulted primarily 
from the increase in revenue noted above.

In the first six months of 1997 the Corporation opened four new 
theatre locations (adding 36 new screens) and refurbished two theatre 
locations (adding eight new screens). Management expects to open 15 
new theatre locations (adding 164 new screens) and refurbish a total 
of five theatres (adding 35 new screens) during the remainder of 1997 
at an estimated net cost of less than $35,000,000. The Corporation's 
current strategy is to develop and build additional theatres and 
screens in target markets that complement the Corporation's existing 
position in such markets or that provide the Corporation with a 
strategic position in a new market. In addition to the recent opening 
of a theatre in Budapest, Hungary, management is considering 
opportunities in other international markets, although at this stage 
it is premature to comment on either the possibility of further 
international expansion or the potential magnitude of the 
Corporation's capital commitment relating to its international 
expansion strategy. The Corporation plans to fund its expansion 
programs by drawing on its bank credit facilities and through 
internally generated cash flow. The Corporation has approximately 
$47,500,000 available under its bank credit facilities at June 30, 
1997.

At June 30, 1997 the Corporation's long-term debt was $345,479,000 
compared to $326,058,000 at December 31, 1996. This increase is the 
result of the capital expenditures incurred under the Corporation's 
expansion program. 

As at June 30, 1997, the Corporation was in compliance with the 
financial covenants contained in its bank credit facilities. Given 
the uncertainty with respect to the admission and concession revenues 
that the Corporation will generate, there is a possibility that the 
Corporation may not meet certain financial covenants in future 
periods. The Corporation believes that the banking syndicate 
participating in the bank credit facilities would waive the 
particular financial covenants if the Corporation is not in 
compliance at a measurement date during the next twelve month period.

RESULTS OF OPERATIONS
---------------------

The Corporation reports its results in U.S. dollars. In order to 
eliminate the impact of exchange rate fluctuations on the yearly 
comparison of both admission and concession revenue, the results of 
the Corporation's Canadian operations as discussed below are measured 
in Canadian dollars. 

The Corporation's United States theatres recorded a decrease in 
admission revenue of 5.4% for the three months ended June 30, 1997 
compared to the same period in 1996. This admission revenue decrease 
was the result of a 5.6% decrease in attendance and a 0.2% increase 
in box office revenue per patron. For the six months ended June 30, 
1997 the Corporation's United States theatres recorded an increase in 
admission revenue of 2.1% compared to the same period in the prior 
year. This increase was entirely comprised of an increase in box 
office revenue per patron.

The Corporation's Canadian theatres reported an increase in admission 
revenue of 35.8% (when measured in Canadian dollars) for the three 
months ended June 30, 1997 compared to the same period in 1996. This 
increase was the result of an increase in attendance of 30.5% and an 
increase in box office revenue per patron of 5.3% over the same 
period in 1996. For the six months ended June 30, 1997 the 
Corporation's Canadian theatres reported an increase in admission 
revenue of 31.2% when compared to the same period in the prior year. 
This increase was comprised of a 24.9% increase in attendance and a 
6.3% increase in box office revenue per patron.

The increase in both the three and six months attendance and 
admission revenue in the Corporation's Canadian theatres in 1997 
compared to the same period in 1996 reflects the fact that films 
released by the Corporation's primary film suppliers in Canada 
performed significantly better during the first half of 1997 compared 
to films they released during the same period in 1996.

The Corporation's United States concession revenue increased by 2.1% 
for the six months ended June 30, 1997 compared to the same period in 
1996. The attendance decrease of 5.6% experienced in the second 
quarter of 1997 was offset by an increase in concession revenue per 
patron of 7.7%. For the six months ended June 30, 1997 concession 
revenue for the Corporation's United States theatres increased by 
7.5%, when compared to the same period in the prior year. This 
increase is entirely attributable to an increase in concession 
revenue per patron.

The Corporation's Canadian concession revenue increased by 40.8% 
(when measured in Canadian dollars) for the six months ended June 30, 
1997 compared to the same period in 1996, reflecting the increase in 
attendance of 30.5% and an increase in concession revenue per patron 
of 10.3%. For the six months ended June 30, 1997 concession revenue 
for the Corporation's Canadian theatres increased by 34.8%, when 
compared to the same period in the prior year. This increase reflects 
an increase of 9.9% in concession revenue per patron accompanied by 
the increase in attendance of 24.9%.

The increase in concession revenue per patron experienced in both the 
Corporation's United States and Canadian theatres represents the 
impact of management's concerted efforts in this area.

The gross margin from theatre operations (consisting of revenue from 
theatre operations less film cost, cost of concessions, theatre 
advertising, payroll, occupancy and supplies and services), when 
expressed as a percentage of theatre operating revenue, decreased for 
the three months ended June 30, 1997 to 10.4% from 13.3% for the same 
period in 1996. For the six months ended June 30, 1997 the gross 
margin from theatre operations was 15.3% as compared to 15.0% for the 
same period in the prior year. The decrease in gross margin in the 
second quarter of 1997 is directly attributable to the increased film 
cost experienced in that period. A number of films released in the 
second quarter of 1997 experienced tremendous opening weekends, but 
lacked the staying power to generate significant box office 
thereafter. Exhibitors pay a much larger percentage of box office 
revenue to a film's distributor in the opening weeks of a film's 
release as compared to the later weeks. Consequently, the release 
patterns during the second quarter resulted in an increased film cost 
for the Corporation and the exhibition industry as a whole.

General and administrative expenses increased by 17.3% in the first 
six months of 1997 compared to the corresponding period in 1996. This 
increase is the result of certain costs associated with the 
infrastructure necessary for the Corporation's expansion program and 
certain one-time charges.

Interest on long-term debt decreased by 11.6% during the six months 
ended June 30, 1997 compared to the same period in 1996.  This 
decrease is a result of a reduction in the average debt balance in 
the first six months of 1997 compared to the same period in the prior 
year and the decision to denominate certain of the Corporation's 
long-term debt in Canadian dollars.

In the twelve month period ending June 30, 1997 the value of the 
Canadian dollar has strengthened relative to the United States 
dollar. While currency movements affect the reporting of revenues and 
expenses of the Corporation's Canadian operations, the financial 
impact is limited as the costs of operating the Canadian theatres are 
supported by the revenue of such theatres.   

FORWARD LOOKING STATEMENTS  
--------------------------

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

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


<PAGE>

PART II - OTHER INFORMATION

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

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

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

The annual meeting of the Corporation was held on Thursday June 26, 
1997 in Toronto, Ontario.  The Corporation has outstanding both 
Common Shares and Subordinate Restricted Voting Shares (the "SRV 
Shares").  Universal Studios, Inc. ("Universal"), formerly MCA 
INC., a diversified entertainment company, is the sole holder of the 
SRV Shares.  Other than with respect to the election of directors, 
Universal, as the sole holder of SRV Shares, was entitled at this 
meeting to one vote less than one-third of the votes attached to all 
outstanding voting securities of the Corporation.  With respect to 
the election of directors, all shareholders, including Universal, 
were entitled to exercise one vote for each voting security owned by 
them with regards to those candidates nominated by Universal for 
election to the board of directors.  Universal was not entitled to 
vote any of its SRV Shares for any other nominees.  Following is a 
description of each matter submitted to a vote of security holders 
and the outcome of each such vote:

i) The election of directors.  All individuals nominated for election 
by the Corporation or by the Corporation at the request of Universal, 
as the case may be, were confirmed as directors.  Rudolph P. Bratty 
received 138,624,635 votes for, with 450,624 votes withheld; John H. 
Daniels received 138,635,736 votes for, with 439,523 votes withheld; 
Bruce L. Hack (a nominee of Universal) received 138,577,581 votes 
for, with 497,678 votes withheld; Ellis Jacob received 138,626,021 
votes for, with 449,238 votes withheld; Allen Karp received 
138,635,341 votes for, with 439,918 votes withheld; E. Leo Kolber 
received 138,629,891 votes for, with 445,368 votes withheld; Brian 
Mulligan (a nominee of Universal) received 138,595,006 votes for, 
with 480,253 votes withheld; Andrew J. Parsons received 138,622,961 
votes for, with 452,298 votes withheld; Eric W. Pertsch (a nominee of 
Universal) received 138,589,186 votes for, with 486,073 votes 
withheld; Robert Rabinovitch received 138,608,120 votes for, with 
467,139 votes withheld; James D. Raymond received 138,634,811 votes 
for, with 440,448 votes withheld; and Howard L. Weitzman (a nominee 
of Universal) received 138,565,304 votes for, with 509,955 votes 
withheld.

ii) The appointment of KPMG, Chartered Accountants as independent 
auditors for fiscal year 1997.  138,807,305 votes were cast for the 
appointment of KPMG, 144,207 votes were withheld and 129,958 were 
spoiled.

iii) A resolution authorizing the board of directors of the 
Corporation to fix the remuneration of the auditors.  138,688,009 
votes were cast for the resolution, 216,712 votes were withheld and 
176,749 were spoiled.

There were no broker non-votes with respect to matters i), ii) and 
iii) above.  The number of abstentions for each matter is equal to 
the withheld votes for each matter.

<PAGE>

ITEM 6			EXHIBITS AND REPORTS ON FORM 8-K
------   --------------------------------
	          
	(a) Exhibit 11.1  	Statement re Computation of Per Share Earnings.
	
	(b)	Exhibit 27	    Financial Data Schedule.
	
	(c)	The Corporation did not file any reports on Form 8-K during 
   		the quarter ended June 30, 1997.


<PAGE>


	SIGNATURES
 ----------

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




                            		CINEPLEX ODEON CORPORATION
                              --------------------------
	                                 	 	(Registrant)




Date  August 14, 1997 	                 			Allen Karp          
      ---------------                     --------------------   
                                    						Allen Karp
		                                    				President and Chief
                                    						Executive Officer
								

Date  August 14, 1997 	     	            		Ellis Jacob   
      ---------------                     --------------------  
						                                    Ellis Jacob
						                                    Executive Vice President
						                                    and Chief Financial Officer


<PAGE>

Commission File No. 1-9454






	SECURITIES AND EXCHANGE COMMISSION

	Washington, D.C.   20549




	EXHIBITS

	TO

	QUARTERLY REPORT ON FORM 10-Q

	OF

	CINEPLEX ODEON CORPORATION

	For the Quarterly Period Ended June 30, 1997


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                        		EXHIBIT INDEX
                                                          					Sequential
Exhibit	                    Description                			     Page Number
-------		                 ---------------	                		  -------------
				
11.1       	Statement re Computation of Per Share Earnings.       		16 			
	 
27         	Financial Data Schedule.		                           			17