DRAFT : September 30, 1997
Providing for a 1 :1 exchange


EXHIBIT B

Form of

Plan of Arrangement of Cineplex Odeon Corporation Under Section 182
of the Business Corporations Act (Ontario)

ARTICLE 1 - INTERPRETATION

1.1	Definitions

	In this Plan of Arrangement, unless there is something in the subject 
matter or context inconsistent therewith, the following terms shall have the 
following meanings respectively:

(a) "Arrangement" means the arrangement under the OBCA involving 
Cineplex, its shareholders and LTM on the terms and conditions set 
forth in this Plan of Arrangement;
 
(b) "Cineplex" means Cineplex Odeon Corporation, a corporation existing 
under the OBCA;
 
(c) "Cineplex Common Shares" means the common shares in the capital of 
Cineplex;
 
(d) "Cineplex Share Exchange Ratio" means one LTM Common Share for each 
Cineplex Share;
 
(e) "Cineplex Common Shareholders" means the registered holders of 
Cineplex Common Shares;
 
(f) "Cineplex Shareholders" means the registered holders of either 
Cineplex Common Shares or  Cineplex SRV Shares, as applicable;
 
(g) "Cineplex Shares" means the Cineplex Common Shares and the Cineplex 
SRV Shares;
 
(h) "Cineplex Stock Option Plan" means the stock option plan of 
Cineplex as amended effective June 6, 1996;
 
(i) "Code" means the  United States Internal Revenue Code of 1986, as 
amended;
 
(j) "Court" means the Ontario Court (General Division);
 
(k) "Depositary" means at its principal offices in Toronto, Ontario;
 
(l) "Dissenting Shareholders" means Cineplex Common Shareholders who 
validly exercise rights of dissent pursuant to Section 3.1 hereof 
and are ultimately entitled to be paid fair value for their 
Cineplex Common Shares;
 
(m) "Effective Date" means the date shown on the certificate of 
arrangement issued under section 183 of the OBCA by the Director 
appointed under the OBCA giving effect to the Arrangement;
 
(n) "Effective Time" means 10:00 a.m. (Toronto time) on the Effective 
Date;
 
(o) "Final Order" means the final order of the Court made in connection 
with the approval of the Arrangement and the fairness of the terms 
and conditions thereof following the application therefor 
contemplated by Section 6.7 of the Master Agreement;
 
(p) "Interim Order" means the interim order of the Court made in 
connection with the approval of the Arrangement following 
application therefor contemplated by Section 6.7 of the Master 
Agreement, as the same may be amended, supplemented or varied by 
the Court, providing for, among other things, the holding of a 
special meeting of holders of Cineplex Shares to consider and, if 
thought fit, approve this Plan of Arrangement;
 
(q) "LTM" means LTM Holdings, Inc., a corporation existing under the 
laws of the State of Delaware;
 
(r) "LTM Common Shares" means shares of common stock of LTM;
 
(s) "Master Agreement" means the agreement dated September 30, 1997 
between LTM, Sony Pictures Entertainment, Inc. and Cineplex;
 
(t) "OBCA" means the Business Corporations Act (Ontario), as amended;
 
(u) "Plitt" means Plitt Theatres, Inc., a corporation existing under 
the laws of the State of Delaware;
 
(v) "Plitt Shares" means all the issued and outstanding shares of 
common stock of Plitt;
 
(w) "Special Meeting" means the Special General Meeting of the Cineplex 
Shareholders called to consider the Arrangement.
 
(x) "Cineplex SRV Shares" means the subordinate restricted voting 
shares in the capital of Cineplex.


 
1.2	Interpretation Not Affected by Headings, etc.

	The division of this Plan of Arrangement into Articles, Sections and 
other portions and the insertion of headings are for convenience of reference 
only and shall not affect the construction or interpretation of this Plan of 
Arrangement. The terms "Plan of Arrangement", "hereof", "herein" and 
"hereunder" and similar expressions refer to this Plan of Arrangement and not 
to any particular Article, Section or other portion hereof and include any 
agreement or instrument supplementary or ancillary hereto.

1.3	Number, etc.

	Unless the context requires the contrary, words importing the singular 
number only shall include the plural and vice versa; words importing the use 
of any gender shall include all genders; and words importing persons shall 
include firms, corporations, partnerships, trusts and trustees, unincorporated 
associations and governments and their agents and instrumentalities.


ARTICLE 2 - THE ARRANGEMENT

2.1 	Arrangement

	At the Effective Time, the following shall occur and be deemed to occur 
in the following order without any further act or formality, subject to the 
provisions of Section 3.1:
 
(a) all issued and outstanding Plitt Shares shall be exchanged by 
Cineplex with LTM for fully paid and non-assessable LTM Common 
Shares;
 
(b) upon the exchange referred to in Subsection 2.1(a) hereof, Cineplex 
shall have its name removed from the register of the holders of 
Plitt Shares and shall be added to the registers of holders of LTM 
Common Shares as to the LTM Common Shares received in connection 
with the exchange referred to in Subsection 2.1(a) hereof, and LTM 
shall become the holder of all of the issued and outstanding Plitt 
Shares and the registers of holders of Plitt Shares shall so 
reflect;
 
(c) Cineplex shall distribute to holders of Cineplex Shares, other than 
Cineplex Common Shares held by Dissenting Shareholders, on a pro 
rata basis according to the number of issued and outstanding 
Cineplex Shares, other than Cineplex Common Shares held by 
Dissenting Shareholders, LTM Common Shares acquired by Cineplex 
in the exchange referred to in Subsection 2.1(a) hereof, in 
consideration for the purchase from such Cineplex Shareholders and 
cancellation of Cineplex Shares, on a pro rata basis according to 
the number of issued and outstanding Cineplex Shares, other than 
Cineplex Common Shares held by Dissenting Shareholders;
 
(d) upon the purchases and cancellations referred to in Subsection 
2.1(c) hereof, Cineplex shall have its name removed from the 
registers of the holders of LTM Common Shares, and the holders of 
Cineplex Shares, other than the Dissenting Shareholders, shall 
become the holders of the LTM Common Shares distributed to them by 
Cineplex pursuant to Subsection 2.1(c) hereof, and the registers of 
holders of LTM Common Stock to so reflect;
 
(e) each issued and outstanding Cineplex Share, other than Cineplex 
Common Shares held by Dissenting Shareholders, shall be exchanged 
by the holder thereof with LTM for the number of fully paid and 
non-assessable LTM Common Shares equal to the Cineplex Share 
Exchange Ratio;
 
(f) upon the exchange referred to in Subsection 2.1(e) hereof, each 
holder of Cineplex Shares, other than Dissenting Shareholders, 
shall have his or her name removed from the registers of holders of 
Cineplex Shares and his or her name shall be added accordingly to 
the register of holders of LTM Common Shares and LTM shall become 
the holder of all of the issued and outstanding Cineplex Shares, 
other than Cineplex Common Shares held by Dissenting Shareholders, 
and the registers of holders of Cineplex Shares shall so reflect;
 
(g) the Cineplex Stock Option Plan shall be amended by adding thereto a 
new section 10.01 as follows:

         "10.01 Plan of Arrangement

	In the event that the Corporation consummates a 
plan of arrangement (the "Arrangement") under section 
182 of the Business Corporations Act (Ontario) pursuant 
to which outstanding shares of the Corporation  (other 
than shares held by dissenting shareholders) are 
exchanged for common stock of LTM Holdings, Inc., a 
corporation existing under the laws of the State of 
Delaware then the definition of Corporation in section 
1.01 shall be deemed to be LTM Holdings, Inc., and the 
options granted under the Plan outstanding at the 
effective time of such plan of arrangement shall 
subsequently entitle the optionee to purchase, instead 
of common shares of Cineplex, a number of common stock 
of LTM Holdings, Inc. equal to the number of Cineplex 
common shares which could have been purchased under 
such options immediately prior to the Arrangement.  The 
purchase price per share of common stock of LTM 
Holdings, Inc. shall be equal to the previous purchase 
price of the Cineplex common shares under such option 
immediately prior to the Arrangement. In all other 
respect such options shall remain unaffected by such 
Arrangement."; and

(h) all stock option agreements entered into by Cineplex with any of 
its past or present employees for the granting or governing of the 
terms of options for shares of Cineplex shall be construed and 
interpreted in accordance with the Cineplex Stock Option Plan, as 
amended, and this Plan of Arrangement.



ARTICLE 3 - RIGHTS OF DISSENT

3.1	Rights of Dissent.

	Registered holders of Cineplex Common Shares may exercise rights of 
dissent with respect to such class pursuant to and in the manner set forth in 
section 185 of the OBCA in connection with the Arrangement as the same may be 
modified by the Interim Order or the Final Order.  Registered holders (a) who 
duly exercise such rights of dissent and are ultimately entitled to be paid 
fair value for their Cineplex Common Shares shall be deemed to have 
transferred such Cineplex Common Shares to Cineplex for cancellation on the 
Effective Date, and (b) who are ultimately not entitled to be paid fair value, 
for any reason, for their Cineplex Common Shares shall be deemed to have 
participated in the Arrangement on the same basis as any non-dissenting holder 
of Cineplex Common Shares and shall receive LTM Common Shares on the basis 
determined in accordance with section 2.1, but in no case shall Cineplex be 
required to recognize such holders as holders of Cineplex Common Shares on and 
after the Effective Date, and the names of such holders of Cineplex Common 
Shares shall be deleted from the register of holders of Cineplex Common Shares 
on the Effective Date.

 ARTICLE 4 - CERTIFICATES

4.1	Entitlement to Certificates and Dividends, etc.
 
(a) 	As soon as practicable after the Effective Date, LTM shall cause 
to be issued to the Depositary for the benefit of Cineplex Shareholders (other 
than Dissenting Shareholders) a certificate or certificates representing in 
the aggregate the number of LTM Common Shares to which such holders are 
entitled in accordance with the terms of the Arrangement and shall deliver 
such certificate or certificates to the Depositary to be delivered to such 
holders in accordance with the terms hereof.
 	
(b) 		On or after the Effective Date, certificates formerly representing 
Cineplex Shares shall represent only the right to receive certificates for LTM 
Common Shares, upon the holder depositing with the Depositary such 
certificates duly endorsed for transfer and accompanied by letters of 
transmittal and such other documents and instruments as would have been 
required to effect the transfer of the securities formerly represented by such 
certificates under the OBCA and the by-laws of Cineplex as the Depositary may 
reasonably require.  Upon receiving such certificates, documents and 
instruments, the Depositary shall deliver to the holder depositing the same a 
certificate or certificates representing the LTM Common Shares to which such 
holder is entitled in accordance with the terms of the Arrangement.
 
(c) 	All dividends paid and distributions made in respect of each LTM 
Common Shares that has been issued to a Cineplex Shareholder pursuant to 
Subsections 2.1(c) and 2.1(e), but for which a certificate has not been 
delivered to such holder in accordance with Subsection 4.1(b), shall be paid 
and made to the Depositary to be held by the Depositary in trust for such 
holder.  All monies received by the Depositary shall be invested by it in 
interest bearing trust accounts upon terms which the Depositary may reasonably 
deem appropriate.  The Depositary shall pay and deliver to any such holder, as 
soon as reasonably practicable after application therefor is made by such 
holder to the Depositary in such form as the Depositary may reasonably 
require, such dividends, distributions and interest accrued, net of 
withholding and other taxes, to which such holder is entitled.

4.2	Lost Certificates

	If any certificate which immediately prior to the Effective Date 
represented one or more outstanding Cineplex Shares has been lost, stolen or 
destroyed, upon the making of an affidavit of that fact by the person claiming 
such certificate to be lost, stolen or destroyed and the giving by such person 
of a bond satisfactory to Cineplex and the Depositary in such sum as Cineplex 
and the Depositary may direct or otherwise indemnifying Cineplex and the 
Depositary in a manner satisfactory to Cineplex and the Depositary against any 
claim that may be made against Cineplex or the Depositary with respect to the 
certificate alleged to have been lost, stolen or destroyed, the Depositary 
will make such distribution or delivery in respect of the Cineplex Shares 
represented by such lost, stolen or destroyed certificate as determined in 
accordance with Sections 4.1 and 4.3.

4.3	Fractional Shares

	No certificates or scrip representing fractional LTM Common Shares will 
be issued or delivered pursuant to the Arrangement.  In lieu thereof, each 
person entitled to a fractional interest in an LTM Common Share will receive a 
cash payment equal to such person's pro rata portion of the price received by 
the Depositary upon the sale of whole shares representing an accumulation of 
all fractional interests in LTM Common Shares to which all such persons would 
be otherwise entitled.  The Depositary will sell the LTM Common Shares 
involved on The Toronto Stock Exchange or on such other stock exchange on 
which the LTM Common Shares are listed or quoted as may be selected by The 
Depositary in its discretion during the 60-day period following the Effective 
Date.  The Depositary shall initially endeavour to sell the whole shares made 
up of such fractions when a board lot is accumulated or in any event not later 
than 30 days following the Effective Date.  The aggregate proceeds of each 
such sale will be distributed by the Depositary pro rata, in relation to the 
respective fractions, among the persons otherwise entitled to receive 
fractional interests in LTM Common Shares.

4.4 	Extinction of Rights 

	Any certificate which immediately prior to the Effective Time 
represented outstanding Cineplex Shares that were purchased and/or exchanged 
pursuant to Section 2.1 and not deposited, with all other instruments required 
by Section 4.1, on or prior to the third anniversary of the Effective Date 
shall cease to represent a claim or interest of any kind or nature as a 
shareholder of Cineplex or LTM. On such date, the LTM Common Shares to which 
the former registered holder of the certificate referred to in the preceding 
sentence was ultimately entitled shall be deemed to have been surrendered to 
LTM, as the case may be, together with all entitlements to dividends, 
distributions and interests thereon held for such former registered holder.


4.5 	Withholding Right

	Cineplex, LTM and the Depositary shall be entitled to deduct and 
withhold from any dividend or consideration otherwise payable under this Plan 
of Arrangement to any holder of Cineplex Shares such amount as Cineplex, LTM 
or the Depositary is required or permitted to deduct and withhold with respect 
to such payment under the Income Tax Act (Canada), the Code or any provision 
of provincial, state, local or foreign tax law, in each case as amended. To 
the extent that amounts are so withheld, such withheld amounts shall be 
treated for all purposes hereof as having been paid to the holder of the 
shares in respect of which such deduction and withholding was made, provided 
that such withheld amounts are actually remitted to the appropriate taxing 
authority. To the extent the amount so required or permitted to be deducted or 
withheld from any payment to a holder exceeds the cash portion of the 
consideration otherwise payable to the holder, Cineplex, LTM and the 
Depositary are hereby authorized to sell or otherwise dispose of such portion 
of the consideration as is necessary to provide sufficient funds to Cineplex, 
LTM or the Depositary, as the case may be, to enable it to comply with such 
deduction or withholding requirement and Cineplex, LTM or the Depositary shall 
notify the holder thereof and remit any unapplied balance of the net proceeds 
of such sale. 

ARTICLE 5 - AMENDMENT

5.1	Plan of Arrangement Amendment
 
(a) 	Cineplex and LTM reserve the right to amend, modify and/or 
supplement this Plan or Arrangement at any time and from time to time provided 
that any such amendment, modification, or supplement must be contained in a 
written document which is filed with the Court and, if made following the 
Special Meeting, approved by the Court and communicated to Cineplex 
Shareholders in the manner required by the Court (if so required).
 
(b) 	Any amendment, modification or supplement to this Plan of 
Arrangement may be proposed by Cineplex and LTM at any time prior to or at the 
Special Meeting with or without any other prior notice or communication and, 
if so proposed and accepted by the persons voting at the Special Meeting, 
shall become part of this Plan for all purposes.
 
(c) 	Any amendment, modification or supplement to this Plan of 
Arrangement which is approved or directed by the Court following the Special 
Meeting shall be effective only if it is consented to by Cineplex and LTM.