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                                  EXHIBIT 10.21

                               GC COMPANIES, INC.

              DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS






                              Effective May 1, 1997













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                               GC COMPANIES, INC.
              DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS

                                TABLE OF CONTENTS

ARTICLE                                                                    PAGE
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Article 1   Introduction                                                     3

        1.1    Adoption                                                      3

        1.2    Status of Plan                                                3



Article 2   Definitions                                                      3
                                                                             
        2.1    "Account"                                                     3

        2.2    "Board"                                                       3

        2.3    "Committee"                                                   3

        2.4    "Common Stock                                                 3

        2.5    "Company"                                                     3

        2.6    "Compensation"                                                3

        2.7    "Effective Date"                                              3

        2.8    "Market Price"                                                4

        2.9    "Non-Employee Director"                                       4

        2.10   "Participant"                                                 4

        2.11   "Plan"                                                        4

        2.12   "Plan Year"                                                   4

        2.13   "Unforeseen Emergency"                                        4



Article 3   Participation                                                    4

        3.1    Commencement of Participation                                 4

        3.2    Continuation of Participation                                 4






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Article 4   Elective Deferrals                                                4

        4.1    Elective Deferrals                                             4

        4.2    Accounts                                                       5 

        4.3    Investment Equivalent Alternatives                             5

        4.4    Time of Payment                                                6

        4.5    Form of Payment                                                6

        4.6    Death Prior to Payment                                         7

        4.7    Unforeseen Emergency                                           7



Article 5   Administration                                                    8

        5.1    Plan Administration and Interpretation                         8

        5.2    Powers, Duties, Procedures, etc.                               8

        5.3    Information                                                    8



Article 6   Amendment and Termination                                         8

        6.1    Amendments                                                     8

        6.2    Termination of Plan                                            8

        6.3    Existing Rights                                                9



Article 7   Miscellaneous                                                     9

        7.1    No Funding                                                     9

        7.2    Grantor Trust                                                  9

        7.3    Nonassignability                                               9

        7.4    Limitation of Participants' Rights                             9

        7.5    Participants Bound                                            10

        7.6    Receipt and Release                                           10

        7.7    Notices                                                       10

        7.8    Governing Law                                                 10

        7.9    Headings and Subheadings                                      10




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                               GC COMPANIES, INC.

              DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS

                                    ARTICLE 1

                                  Introduction


       1.1.   ADOPTION. The Company adopted the Plan effective May 1, 1997 to
provide a means by which members of the Board who are not employees of the
Company may elect to defer receipt of designated amounts of Compensation earned
in that capacity.

       1.2.   STATUS OF PLAN. The Plan is intended neither to be a qualified
plan within the meaning of I.R.C. ss. 401(a) nor to constitute a "pension
benefit plan" or a "welfare benefit plan" subject to the requirements of the
Employee Retirement Income Security Act of 1974. The Plan shall be administered
and interpreted to the extent possible in a manner consistent with that intent.

                                    ARTICLE 2


                                   Definitions

       Whenever used herein, the following terms have the meanings set forth
below, unless a different meaning is clearly required by the context:

       2.1.   "Account" means, for each Participant, the account maintained for
his or her benefit under Section 4.2.

       2.2.   "Board" means the Board of Directors of the Company.

       2.3.   "Committee" means the Compensation Committee of the Board.

       2.4.   "Common Stock" means the Common Stock, $.01 par value, of the
Company.

       2.5.   "Company" means GC Companies, Inc., a Delaware corporation, and
any successor to all or substantially all of the Company's assets or business
which assumes the obligations of the Company under the Plan.

       2.6.   "Compensation" means the amount of retainer payable for service on
the Board, plus any fees payable for attendance at or participation in a
meeting, for service as Chair or Vice Chair of the Board, or for service on or
as a Chair of any committee of the Board, determined without reduction for any
elective deferrals under Article 4.

       2.7.   "Effective Date" means May 1, 1997.



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       2.8.   "Market Price" means, as of any date, the mean of the highest and
lowest sales prices of the Common Stock on such date (or, if no trading shall
have occurred on such date, on the next previous date on which trading shall
have occurred), as reported on the New York Stock Exchange Composite Tape.

       2.9.   "Non-Employee Director" means a member of the Board who is not an
officer or employee of the Company or any of the subsidiaries of the Company.

       2.10.  "Participant" means any Non-Employee Director who participates in
the Plan as set forth in Article 3.

       2.11.  "Plan" means GC Companies, Inc. Deferred Compensation Plan for
Non-Employee Directors as set forth herein and all subsequent amendments hereto.

       2.12.  "Plan Year" means the calendar year.

       2.13.  "Unforeseen Emergency" means a severe financial hardship to a
Participant resulting from a sudden and unexpected illness or accident of the
Participant or of a dependent (as defined in I.R.C. ss.152(a)) of the
Participant, loss of property due to casualty, or other similar extraordinary
and unforeseeable circumstances arising as a result of events beyond the control
of the Participant.

                                    ARTICLE 3

                                  PARTICIPATION

       3.1.   COMMENCEMENT OF PARTICIPATION. Each Non-Employee Director shall
become a Participant in this Plan upon the later of (a) the Effective Date or
(b) the day on which he or she becomes a Non-Employee Director.

       3.2.   CONTINUATION OF PARTICIPATION. An individual who has become a
Participant in the Plan shall continue to be a Participant so long as he or she
remains a Non-Employee Director, and so long thereafter as any amount is payable
to him or her in accordance with Article 4.

                                    ARTICLE 4

                               ELECTIVE DEFERRALS

       4.1.   ELECTIVE DEFERRALS. An individual who is a Non-Employee Director
on May 1, 1997 may elect, by filing a written election with the Committee prior
to May 1, 1997, to defer all or a specified portion of his or her Compensation
for services to be performed on or after such deferral election. An individual
who is a Non-Employee Director on the first day of any fiscal year of the
Company after the Effective Date may elect to defer all or a specified portion
of his or her Compensation for services to be performed


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on or after that date by filing a written election with the Committee before
such date. An individual who has been nominated or elected to serve as a
Non-Employee Director, and who was not a Non-Employee Director immediately prior
to such election, may elect within thirty (30) days after becoming a
Non-Employee Director to defer all or a specified portion of his or her
Compensation for services to be performed after such deferral election.

       Each deferral election under this Section 4.1 shall be made on a form
approved or prescribed by the Committee and shall also specify the time and form
of distribution of the amounts deferred and the investment equivalent
alternative described in Section 4.3 to be applied to such amounts.

       An election to defer Compensation and to specify the time and form of
distribution may be revoked or modified, effective for amounts earned on and
after the first day of any fiscal year of the Company, by an election filed
before that date, but may not be revoked or modified at any other time unless
the Participant has an Unforeseen Emergency.

       4.2.   ACCOUNTS. The Committee shall maintain a bookkeeping account for
each Participant reflecting elective deferrals made for the Participant's
benefit under Section 4.1, together with any adjustments hereunder. Elective
deferrals shall be credited to the Account as of the day such amounts become
payable to the Participant. As of each February 15th, the Committee shall
provide the Participant with a statement of his or her Account as of the end of
the preceding Plan Year.

       4.3.   INVESTMENT EQUIVALENT ALTERNATIVES. When a Participant elects to
make elective deferrals in accordance with Section 4.1, he or she shall also
elect whether interest shall be credited to the elective deferrals under the
cash-based option or the stock-based option described below.

       (a)    CASH-BASED OPTION:

         Under the cash-based option, elective deferrals shall accrue interest,
to be compounded at the end of each fiscal quarter of the Company, at a rate
equal to the three-month average of the top rates paid by major New York banks
on primary new issues of negotiable certificates of deposit (usually on amounts
of $1,000,000 or more) as quoted in the WALL STREET JOURNAL on the last business
day of the fiscal quarter.

       (b)    STOCK-BASED OPTION:

       Under the stock-based option, elective deferrals will be converted
hypothetically into Common Stock equivalent units. The number of such units
shall be determined by dividing the amount of elective deferrals in each fiscal
quarter by the average of the Market Prices of the Common Stock during the last
five (5) trading days of such fiscal quarter. Units will be calculated to the
nearest



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thousandth. On each dividend payment date for the Common Stock, if any, dividend
equivalents in the form of additional units representing Common Stock will be
credited to the Participant's Account equal to (i) the per-share cash dividend
divided by the Market Price of Common Stock on the payment date, multiplied by
(ii) the number of such units reflected in such Account on the day before the
dividend payment date.

       At the end of the period of deferral elected by the Participant, the
Common Stock equivalent units will be valued for payment by multiplying the
applicable number of units by the average of the Market Prices of Common Stock
during the last ten (10) trading days before the first date on which the
elective deferrals are to be paid or on which such payments are to commence.

       If the outstanding shares of Common Stock are increased, decreased or
exchanged for a different number or kind of shares or other securities, or if
additional shares or new or different shares or other securities are distributed
with respect to such shares of Common Stock or other securities through merger,
consolidation, sale of all or substantially all the property of the Company,
reorganization, recapitalization, reclassification, stock dividend, stock split,
reverse stock split or other distribution with respect to such shares of Common
Stock or other securities, appropriate adjustments will be made by the Company
in the number of Common Stock equivalent units credited to a Participant's
Account.

       4.4.   TIME OF PAYMENT. When a Participant elects to make elective
deferrals in accordance with Section 4.1, the Participant shall also elect
whether the elective deferrals (including investment equivalents attributable
thereto) shall be paid, or begin to be paid, (a) at a specified date at least
twenty-four months in the future (which date shall be the last day of a fiscal
quarter) or (b) upon termination of his or her service as a member of the Board.
If alternative (a) under this Section 4.4 is elected, payment will be made or
will commence on the date specified. If alternative (b) under this Section 4.4
is elected, payment will be made or will commence at the end of the fiscal
quarter in which the Participant's service as a member of the Board terminates.
The foregoing election shall be made on a form approved or prescribed by the
Committee.

       Payment of a Participant's Account shall be made in accordance with the
Participant's elections under this Section 4.4 and Section 4.5. Each
Participant's Account shall be reduced by the amount of any payment made to or
on behalf of the Participant (including interest paid with respect to such
payment) as of the date such payment is made.

       4.5.   FORM OF PAYMENT. When a Participant elects to make elective
deferrals in accordance with Section 4.1, the Participant shall also elect
whether such elective deferrals (including investment equivalents attributable
thereto) shall be paid in (a) a lump sum, or (b) a specified number of annual
installments (not to exceed 10). Each installment (other than the first) shall
accrue



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interest from the date of the first installment to the date on which such
installment is paid, compounded quarterly at a rate equal to the three-month
average of the top rates paid by major New York banks on primary new issues of
negotiable certificates of deposit (usually on amounts of $1,000,000 or more) as
quoted in the WALL STREET JOURNAL on the last business day of the fiscal
quarter. The foregoing election shall be made on a form approved or prescribed
by the Committee.

       4.6.   DEATH PRIOR TO PAYMENT. In the event that a Participant dies prior
to complete distribution of his or her Account, the balance of his or her
Account shall be paid in a single lump sum to the beneficiary or beneficiaries
designated by the Participant. If no such beneficiary has been designated or if
no designated beneficiary survives the Participant, the balance of such Account
shall be paid to the Participant's estate. Payment of such amount shall be made
within sixty (60) days from the date of receipt by the office of the Secretary
of the Company of notice of the Participant's death. Such designation or
designations of beneficiary must be in writing, dated, signed by the Participant
and acknowledged before a notary public, and no such designation shall require
Company consent. No beneficiary designation shall be deemed effective unless the
same is on file in the office of the Secretary of the Company prior to the death
of the Participant. The Company may rely in all cases on the genuineness,
accuracy and date of any such beneficiary designation and shall be fully
protected in making payment in accordance therewith. Any beneficiary designation
filed in the office of the Secretary of the Company prior to the death of the
Participant shall be deemed to have revoked all earlier designations, and no
beneficiary designation filed after the date of a Participant's death shall be
deemed effective.

       4.7.   UNFORESEEN EMERGENCY. A Participant who has an Unforeseen
Emergency may, with the consent of a majority of the disinterested members of
the Committee, receive a distribution of that portion of his or her Account
which the Committee determines is necessary to satisfy the emergency need,
including any amounts necessary to pay any federal, state or local income taxes
reasonably anticipated to result from the distribution, but only to the extent
such need is not covered by insurance and cannot reasonably be relieved by the
liquidation of the Participant's assets (to the extent that such liquidation
would not in itself cause a severe financial hardship) or by cessation of
elective deferrals under the Plan. A Participant requesting a distribution on
account of an Unforeseen Emergency shall apply for the payment in writing in a
letter submitted to the Committee and shall provide such information as the
Committee may require.


 
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                                    ARTICLE 5

                                 ADMINISTRATION

       5.1.   PLAN ADMINISTRATION AND INTERPRETATION. The Plan shall be
administered by the Committee which may appoint persons to assist in the
administration of the Plan. The Committee shall have complete control and
authority to determine the rights and benefits and all claims, demands and
actions arising out of the provisions of the Plan of any Participant or other
person having or claiming to have any interest under the Plan. The Committee
shall have the exclusive power to interpret the Plan and to decide all matters
under the Plan. Such interpretation and decision shall be final, conclusive and
binding on all Participants and any person claiming under or through any
Participant, in the absence of clear and convincing evidence that the Committee
acted arbitrarily and capriciously. Any individual serving on the Committee who
is a Participant will not vote or act on any matter relating solely to himself
or herself. When making a determination or calculation, the Committee shall be
entitled to rely on information furnished by a Participant or the Company.

       5.2.   POWERS, DUTIES, PROCEDURES, ETC. The Committee shall have such
powers and duties, may adopt such rules and tables, may act in accordance with
such procedures, may appoint such officers or agents, and may delegate such
powers and duties as it deems necessary or advisable for the administration of
the Plan.

       5.3.   INFORMATION. To enable the Committee to perform its functions, the
Company shall supply full and timely information to the Committee on all matters
relating to the service of Participants as a member of the Board and such other
pertinent facts as the Committee may require.


                                    ARTICLE 6

                            AMENDMENT AND TERMINATION

       6.1.   AMENDMENTS. The Board shall have the right to amend this Plan from
time to time, subject to Section 6.3, by an instrument in writing approved by
the Board and executed on the Company's behalf by a duly authorized officer.

       6.2.   TERMINATION OF PLAN. The Plan is strictly a voluntary undertaking
on the part of the Company and shall not be deemed to constitute a contract
between the Company and any Participant or a consideration for, or an inducement
or condition of, the performance of services by any Participant as a member of
the Board. The Board reserves the right to terminate this Plan at any time,
subject to Section 6.3, by an instrument in writing approved by the Board and
executed on the Company's behalf by a duly authorized officer. Upon termination
of the Plan, no further benefits shall accrue on behalf of any individual then a
Participant, nor shall any individual not a Participant as of the date of
termination be eligible to become a Participant thereafter.




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       6.3    EXISTING RIGHTS. No amendment or termination of the Plan shall
reduce: 

       (a)    any benefits payable to (or in respect of) a Participant who has
ceased to be a member of the Board, or

       (b)    any benefits to which a current Board member would have been
entitled, currently or in the future, in the event his or her service as a Board
member had terminated on the date of such amendment or termination.


                                    ARTICLE 7

                                  MISCELLANEOUS

       7.1.   NO FUNDING. Nothing in the Plan will be construed to create a
trust or to obligate the Company or any other person to segregate a fund,
purchase an insurance contract, or in any other way currently to fund the future
payment of any benefits hereunder, nor will anything herein be construed to give
any Participant or any other person rights to any specific assets of the Company
or of any other person. The Plan constitutes a mere promise by the Company to
make benefit payments in the future, and is intended to be unfunded for tax
purposes. Any benefits which become payable hereunder shall be paid from the
general assets of the Company, and the rights of any Participant or of his or
her estate or beneficiary shall be those of an unsecured general creditor.

       7.2.   GRANTOR TRUST. The Company in its sole discretion may establish a
trust (a "grantor trust") of which it is treated as the owner under Subpart E of
Subchapter J, Chapter 1 of the I.R.C. to provide for the payment of benefits
hereunder, subject to the claims of the Company's general creditors in the event
of insolvency, and subject to such other terms and conditions as the Company may
deem necessary or advisable to ensure that benefits are not includable, by
reason of the trust, in the income of trust beneficiaries prior to their actual
distribution.

       7.3.   NONASSIGNABILITY. None of the benefits, payments, proceeds or
claims of any Participant shall be subject to any claim of any creditor and, in
particular, the same shall not be subject to attachment or garnishment or other
legal process by any creditor of the Participant or his or her beneficiary, nor
shall any Participant or beneficiary have any right to alienate, anticipate,
commute, pledge, sell, transfer, encumber or assign any of the benefits or
payments or proceeds which he or she may expect to receive, contingently or
otherwise, under the Plan.

       7.4.   LIMITATION OF PARTICIPANTS' RIGHTS. Participation in the Plan
shall not give any Participant the right to be retained as a member of the Board
or any right or interest in the Plan other than as herein provided.



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       7.5.   PARTICIPANTS BOUND. Any action with respect to this Plan taken by
the Committee, the Board or the Company or any action authorized by or taken at
the direction of the Committee, the Board or the Company shall be conclusive
upon all Participants entitled to benefits under the Plan.

       7.6.   RECEIPT AND RELEASE. Any payment to any Participant in accordance
with the provisions of the Plan shall, to the extent thereof, be in full
satisfaction of all claims against the Company, the Board and the Committee
under the Plan, and the Committee may require such Participant, as a condition
precedent to such payment, to execute a receipt and release to such effect. If
any Participant is determined by the Committee to be incompetent by reason of
physical or mental disability to give a valid receipt and release, the Committee
may cause the payment or payments becoming due to such person to be made to
another person for his or her benefit without responsibility on the part of the
Committee, the Board or the Company to follow the application of such funds.

       7.7.   NOTICES. All notices and elections to be delivered hereunder shall
be delivered to the attention of the Secretary of the Company.

       7.8.   GOVERNING LAW. The Plan shall be construed, administered, and
governed in all respects under and by the laws of the Commonwealth of
Massachusetts. If any provision shall be held by a court of competent
jurisdiction to be invalid or unenforceable, the remaining provisions hereof
shall continue to be fully effective. 

       7.9. HEADINGS AND SUBHEADINGS. Headings and subheadings in this Plan are
inserted for convenience only and are not to be considered in the construction
of the provisions hereof.

       IN WITNESS WHEREOF, GC Companies, Inc. has caused this Plan to be
executed by its duly authorized officer this first day of May, 1997.



                                   GC COMPANIES, INC.




                                   By:
                                       ------------------------------------- 
                                       Philip J. Szabla
                                       Vice President and General Counsel



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