Current Report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): July 10 , 2009

Regal Entertainment Group

(Exact Name of Registrant as Specified in Charter)

Delaware

001-31315

02-0556934

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

7132 Regal Lane, Knoxville, Tennessee 37918

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: 865 -922-1123

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

On July 9, 2009, Regal Entertainment Group issued a press release announcing that its indirect wholly-owned subsidiary, Regal Cinemas Corporation (the “Company”), planned to offer $300 million aggregate principal amount of senior notes due 2019 (the “Notes”) through a private placement. The press release relating to the Notes was filed on Form 8-K by the Company on July 9, 2009. Subsequent to the press release issuance, the offering of the Notes was increased to $400 million aggregate principal amount.

On July 10, 2009, the Company issued a press release announcing that it had priced $400 million aggregate principal amount Notes. The Notes will have an interest rate of 8.625% per annum and will be issued at a price equal to 97.561% of their face value. The Company intends to use all of the net proceeds of the offering to repay a portion of its existing credit facility.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Exhibit Description
99.1		Regal Entertainment Group Press Release dated July 10, 2009

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 hereunto duly authorized.

	REGAL ENTERTAINMENT GROUP

Date: July 10, 2009	By:	/s/ David H. Ownby
	Name:	David H. Ownby
	Title:	Chief Financial Officer

EXHIBIT INDEX

Exhibit No.		Exhibit Description
99.1		Regal Entertainment Group Press Release dated July 10, 2009

Exhibit 99.1

Regal Entertainment Group Announces Pricing

of $400 Million of Senior Notes of Regal Cinemas Corporation

Knoxville, Tennessee — July 10, 2009 — Regal Entertainment Group (NYSE: RGC) announced today that its indirect wholly-owned subsidiary, Regal Cinemas Corporation (the “Company”), has priced its previously announced offering of $400 million aggregate principal amount of 8.625% senior notes due 2019 (the “Notes”). The Notes will be guaranteed by Regal Entertainment Group and all of the Company’s subsidiaries that guarantee the Company’s existing credit facility. The Company anticipates that the offering will close on July 15, 2009, subject to customary closing conditions.

The Company i ntends to use all of the net proceeds of the offering to repay a portion of its existing cre dit facility .

The Notes are being offered only to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States, only to non-U.S. investors pursuant to Regulation S. The Notes have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

This press release does not constitute an offer to sell or the solicitation of an offer to buy securities. Any offers of the securities will be made only by means of a private offering circular.

Forward-looking Statements

This press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements included herein, other than statements of historical fact, may constitute forward-looking statements. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. Important factors that could cause actual results to differ materially from the Company’s expectations are disclosed in the risk factors contained in the Company’s 2008 Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 2, 2009. All forward-looking statements are expressly qualified in their entirety by such factors.

About Regal Entertainment Group

Regal Entertainment Group (NYSE: RGC) is the largest motion picture exhibitor in the world. The Company’s theatre circuit, comprising Regal Cinemas, United Artists Theatres and Edwards Theatres, operates 6,782 screens in 549 locations in 39 states and the District of Columbia. Regal operates theatres in all of the top 33 and 44 of the top 50 U.S. designated market areas. We believe that the size, reach and quality of the Company’s theatre circuit not only provide its patrons with a convenient and enjoyable

movie-going experience, but is also an exceptional platform to realize economies of scale in theatre operations.

Additional information is available on the Company’s Web site at www.REGmovies.com.

Financial Contact:		Media Contacts:

Don De Laria		Dick Westerling
Regal Entertainment Group		Regal Entertainment Group
Vice President — Investor Relations		Senior Vice President - Marketing
865-925-9685		865-925-9539
don.delaria@REGmovies.com		dick.westerling@REGmovies.com