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:  March 31, 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 May 2, 1997, 103,352,282 shares of Cineplex Odeon Corporation 
Common Stock were outstanding.

					TOTAL NO. OF PAGES                 
    	EXHIBIT INDEX PAGE   


<PAGE>

	CINEPLEX ODEON CORPORATION

	FORM 10-Q
	
	
	MARCH 31, 1997

	Index


PART I - FINANCIAL INFORMATION                         	Page No.

	ITEM  1 - Financial Statements (Unaudited)

		Consolidated Balance Sheet
			March 31, 1997 and December 31, 1996	    

		Consolidated Income Statement
			Three Months Ended March 31, 1997 and			
			March 31, 1996 

		Consolidated Statement of Changes in Cash Resources
			Three Months Ended March 31, 1997 and
			March 31, 1996    	    

		Notes to the Consolidated Financial Statements
			March 31, 1997   	  


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


PART II - OTHER INFORMATION
  
	ITEM 1 - Legal Proceedings	  

	ITEM 6 - Exhibits and Reports on Form 8-K	  

	SIGNATURE PAGE	  


<PAGE> 

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

							                                             Unaudited          		Audited									
                                               March 31, 1997  December 31, 1996 	
                                               --------------  -----------------        								
<S>                                            <C>               <C>                                    
ASSETS								
								
CURRENT ASSETS								
  Cash	                        					                 $  2,494 	  $  2,718 
  Accounts receivable                      					       12,305       9,552 
  Other                                                10,452       8,852 
                                                  -----------  ----------						
                                               						  25,251      21,122 

PROPERTY, EQUIPMENT AND LEASEHOLDS 	               	  575,789     579,841 
					
OTHER ASSETS					
  Long-term investments and receivables 			             2,099       2,535 
  Goodwill 					                                     	 32,536     	32,816  		
  Deferred charges 		                               			 7,819       7,857  		
						 	                                           ----------  ----------
                                                   
					                                                		42,454      43,208  		
					
                                                   ----------  ----------				
TOTAL ASSETS				                                   $  643,494  $  644,171  
                                                   ==========  ==========
					
LIABILITIES AND SHAREHOLDERS' EQUITY					

CURRENT LIABILITIES			
  Accounts payable and accruals		                    $ 66,812   $  59,474 
  Deferred income 					                                17,424    	 17,150 
  Current portion of long-term debt 
    and other obligations	                              7,280       6,926 
                                                     --------    --------	
	                                              						  91,516    		83,550 

LONG-TERM DEBT 	                                			   317,256   		326,058 
			
CAPITALIZED LEASE OBLIGATIONS		                      	  7,781  		   8,317 
			
DEFERRED INCOME                                   					 5,843    			6,594 

PENSION OBLIGATION                                 			  1,063      	1,072
			
SHAREHOLDERS' EQUITY			
  Capital stock					                                	 555,385  	   555,374
  Translation adjustment 			                          	 3,353   		   4,016		
  Retained earnings (deficit)	                     	 (338,703) 	  (340,810) 										
                                                    ----------    ---------
                                   							            220,035  		  218,580  									
														
COMMITMENTS AND CONTINGENCIES (note 2)														

TOTAL LIABILITIES AND SHAREHOLDERS'
 EQUITY				                 	                      $  643,494    $  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 Ended		  3 Months Ended			
		                                           March 31, 1997    March 31, 1996 			
                                             --------------  ----------------
<S>                                          <C>               <C>							
REVENUE							
  Admissions                            		      $  106,392  		 $   91,259 
  Concessions		                                     38,347         31,861  		
  Other                                           		 5,807          5,231  		
                                               -----------   ------------ 
                                                		 150,546        128,351 

EXPENSES						
  Theatre operations and other expenses		          116,485        103,817 
  Cost of concessions		                              7,114          5,708 
  General and administrative	                        5,167          4,175 
  Depreciation and amortization		                   11,021		       10,700  		
                                               ------------   ------------
		                                                 139,787        124,400 
                                               ------------   ------------ 

Income before the undernoted  		                    10,759          3,951  		
						
Other expenses	                                       	(73)	        	(773)		
	                                              ------------   ------------					
 
Income before interest on long-term  						
 debt and income taxes		                            10,686          3,178 
							
Interest on long-term debt	                          8,273	         9,921 
                                               ------------   ------------ 							

Income/(loss) before income taxes		                  2,413       		(6,743) 			
Income taxes                                         		306          		414
                                               ------------   ------------                                			
							         
NET INCOME/(LOSS)		                               $  2,107      $  (7,157)
                                               ============    ===========
							
							
BASIC							
Weighted average shares outstanding	         	 176,784,000    123,551,000 
Income/(loss) per share	                            	$0.01 	      	($0.06)			
							
FULLY DILUTED							
Weighted average shares outstanding		          191,291,000  		 131,384,000  			
Income/(loss) per share	                            	$0.01        		($0.06)			
						
</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													
				                                            3 Months Ended 		3 Months Ended									
				                                            March 31, 1997   March 31, 1996 			
                                                --------------   --------------
<S>	                                            <C>              <C>
CASH PROVIDED BY(USED FOR)														
																		
OPERATING ACTIVITIES																	
		Net income/(loss)		                                 $  2,107   $ (7,157)
		Depreciation and amortization		                       11,021     10,700 
		Other non-cash items                                  		(717)	    	(484)									
                                                      ---------  ---------
                                                			   	 12,411      3,059  		
		Net change in non-cash working capital	              	 3,792     (3,899) 												
                                                      ---------  ---------                                        
                                                    			 16,203       (840)	
                                                      ---------  ---------											

FINANCING ACTIVITIES			 		 									 			 
		Decrease in long-term debt and other obligations		    (9,207)   (75,645) 
		Increase in long-term debt and other obligations		       214 		     -   
		Issue of share capital, net of issue costs              		11 		  82,056  						
		Other		                                                 (340)	    	(728)					
                                                      ---------   --------  
                                                 				   (9,322)     5,683 
                                                      ---------   --------

INVESTMENT ACTIVITIES 																	
		Additions to property, equipment and leaseholds       (9,567)    (5,469) 
		Proceeds on sale of certain theatre properties		       2,626        632 				
		Other		                                                 (164)    		(206)									      
                                                       --------   --------
                                                   				 (7,105)	  	(5,043)
                                                       --------   --------
												
NET DECREASE DURING PERIOD    		                         	(224)	    	(200)			
																		 
CASH AT BEGINNING OF PERIOD  	                         	 2,718      1,604 
                                                       --------   --------
														
CASH AT END OF PERIOD			                              $  2,494   $  1,404 																		
                                                      =========  =========																		

CASH FLOW FROM OPERATING ACTIVITIES PER SHARE																	
		Basic	                                        	     $   0.09 	 $  (0.01) 												
		Fully Diluted	                             	        $   0.08 	 $  (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
MARCH 31, 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 months ended March 31, 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 profit 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 March 31, 1997, and the results of its operations for the three 
months then ended. Operating results for the three months ended March 31, 
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.



3. SUMMARY FINANCIAL INFORMATION

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

------------------------------------------------------------------------
                                               						Unaudited                 
                                     				3 Months Ended			3 Months Ended
			                                     	March 31, 1997 		March 31, 1996
------------------------------------------------------------------------
Revenue                               			$   95,615,000 			$  86,670,000
========================================================================
Income before general and administrative
expenses, depreciation and amortization,
interest on long-term debt 
and income taxes	                      		$   13,747,000 			$  10,475,000
========================================================================
Net loss			                             	$   (5,688,000)			$  (8,787,000)
========================================================================

----------------------------------------------------------
                  				March 31, 1997		December 31, 1996
----------------------------------------------------------
Current assets		     	$   24,386,000 		$   17,105,000
Noncurrent assets		      471,363,000	 	   484,618,000
Current liabilities		     68,829,000		     55,078,000
Noncurrent liabilities   276,164,000 		   265,386,000
==========================================================

Current liabilities at March 31, 1997 include a net payable to the 
Corporation and other corporations within the consolidated group in the 
amount of $4,316,000 (December 31, 1996 - net payable of $9,551,000).  
Noncurrent liabilities at March 31, 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 income for the three months ended March 31, 1997 
was $2,107,000 or $0.01 per share compared to a net loss of $7,157,000 or 
$0.06 per share for the same period in 1996. The Corporation's improved 
performance in the first quarter of 1997 is primarily attributable to the 
increase in admission revenue. Admission revenue in the first quarter of 
1997 was $106,392,000 compared to $91,259,000 in the corresponding period 
in the prior year, an increase of 16.6%. This increase in admission 
revenue is a direct result of a strong slate of films released during 
this period, including the re-release of the Star Wars trilogy, Liar, 
Liar and Dante's Peak. The increase in attendance reflected in the higher 
admission revenue had a corresponding impact on the Corporation's 
concession revenue which increased by 20.4% in the first quarter of 1997 
compared to the first quarter of 1996. 
 
LIQUIDITY AND CAPITAL RESOURCES

Cash flow from operations for the three months ended March 31, 1997 
amounted to a net inflow of $16,203,000 compared to a net outflow of 
$840,000 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 three months ended March 31, 1997 amounted to a net 
inflow of $12,411,000 compared to a net inflow of $3,059,000 for the same 
period in 1996. The increase in cash flow resulted primarily from the 
increase in revenue noted above.

Management expects to open 16 new theatre locations (adding 169 new 
screens) and refurbish a total of eight theatres (adding 48 new screens) 
during the remainder of 1997 at an estimated net cost of less than 
$50,000,000. 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 late 1996 the 
Corporation opened its first theatre outside of North America in 
Budapest, Hungary. In addition to 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 $73,000,000 available under its bank credit 
facilities at March 31, 1997.

At March 31, 1997 the Corporation's long-term debt was $317,256,000 
compared to $326,058,000 at December 31, 1996.  This reduction is 
directly attributable to the revenues produced by the Corporation in the 
first quarter of 1997 which have been used to temporarily reduce the 
Corporation's revolving bank facility.

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 an increase in 
admission revenue of 9.4% for the three months ended March 31, 1997 
compared to the same period in 1996. This admission revenue increase was 
the result of a 5.1% increase in attendance and a 4.3% increase in box 
office revenue per patron.

The Corporation's Canadian theatres reported an increase in admission 
revenue of 27.6% (when measured in Canadian dollars) for the three months 
ended March 31, 1997 compared to the same period in 1996.  This increase 
was the result of an increase in attendance of 20.5% and an increase in 
box office revenue per patron of 7.1% over the same period in 1996.

The increase in both first quarter attendance and admission revenue in 
1997 compared to the same period in 1996 reflects the strong slate of 
films released. The Corporation's Canadian theatres significantly 
improved performance is due to the fact that the more successful films 
released in the first quarter of 1997 were distributed by the 
Corporation's traditional Canadian suppliers.

The Corporation's United States concession revenue increased by 12.8% for 
the three months ended March 31, 1997 compared to the same period in 
1996.  The attendance increase of 5.1%, combined with an increase in 
concession revenue per patron of 7.7% was responsible for the increase in 
concession revenue.

The Corporation's Canadian concession revenue increased by 30.2% (when 
measured in Canadian dollars) for the three months ended March 31, 1997 
compared to the same period in 1996, reflecting the increase in 
attendance of 20.5% and an increase in concession revenue per patron of 
9.7%.

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, increased for the 
three months ended March 31, 1997 to 19.4% from 16.5% for the same period 
in 1996. This increase is attributable to the increased revenue 
experienced in both the Corporation's Canadian and United States theatres 
in the first quarter of 1997.

General and administrative expenses increased by 23.8% in the first 
quarter 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 16.6% during the three months 
ended March 31, 1997 compared to the same period in 1996.  This decrease 
is a result of a reduced average debt balance during the first quarter of 
1997 compared to the first quarter of 1996 and the decision to denominate 
certain of the Corporation's long-term debt in Canadian dollars.

In the twelve month period ending March 31, 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 6			EXHIBITS AND REPORTS ON FORM 8-K
	          
*	(a) 	Exhibit 10.1	Performance-Based Option Agreement.	

 	(b)	Exhibit 11.1	Statement re Computation of Per Share 
             	  			Earnings.
	
	 (c)	Exhibit 27  	Financial Data Schedule.

 	(d)	The Corporation did not file any reports on Form 8-K during the 
	    	quarter ended March 31, 1997.




*  Please note that a request for confidential treatment of the 
performance targets in section 4 (b)(i) has been filed with the 
Securities and Exchange Commission.


<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 May 14, 1997 	 			     Allen Karp              
     ------------           --------------------                 
                      						Allen Karp
						                      President and Chief
						                      Executive Officer
								

Date May 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 March 31, 1997



<PAGE>

	EXHIBIT INDEX

                                                       	
    
Exhibit	                    	Description                	Page 
                                                         Number
				

*	10.1 	Performance-Based Option Agreement.				

 	11.1	 Statement re Computation of Per Share Earnings.					
	
	   27	 Financial Data Schedule.					





*  Please note that a request for confidential treatment of the 
performance targets in section 4 (b)(i) has been filed 
with the Securities and Exchange Commission.