SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MILES AMY E

(Last)

(First)

(Middle)

C/O REGAL CINEMAS CORPORATION

7132 REGAL LANE

(Street)

KNOXVILLE

37918

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
REGAL ENTERTAINMENT GROUP [ RGC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	03/31/2004		M⁽¹⁾		46,600	A	$6.96	46,600	D
Class A Common Stock	03/31/2004		S⁽¹⁾		46,600	D	$22	0	D
Class A Common Stock	04/01/2004		M⁽¹⁾		99,953	A	$6.96	99,953	D
Class A Common Stock	04/01/2004		S⁽¹⁾		99,953	D	$22	0	D
Class A Common Stock	04/02/2004		M⁽¹⁾		4,000	A	$6.96	4,000	D
Class A Common Stock	04/02/2004		S⁽¹⁾		4,000	D	$22	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$6.96⁽³⁾	03/31/2004		M⁽¹⁾			46,600	⁽²⁾	05/03/2012	Class A Common Stock	46,600	$0	555,612⁽³⁾	D
Employee Stock Option (right to buy)	$6.96⁽³⁾	04/01/2004		M⁽¹⁾			99,953	⁽²⁾	05/03/2012	Class A Common Stock	99,953	$0	455,659⁽³⁾	D
Employee Stock Option (right to buy)	$6.96⁽³⁾	04/02/2004		M⁽¹⁾			4,000	⁽²⁾	05/03/2012	Class A Common Stock	4,000	$0	451,659⁽³⁾	D

Explanation of Responses:

1. The exercises and sales reported on this Form 4 were effected pursuant to a preexisting Rule 10b5-1 trading plan adopted by the reporting person on December 16, 2003.

2. The stock option has vested with respect to 40% of the total underlying shares and vests with respect to an additional 20% of the total underlying shares in equal installments on January 29 of each year until fully vested on January 29, 2007.

3. On July 1, 2003 Regal Entertainment Group paid an extraordinary cash dividend of $5.05 per share on each outstanding share of its Class A and Class B common stock to all stockholders of record as of June 20, 2003. Pursuant to the antidilution provisions of Regal Entertainment Group's 2002 Stock Incentive Plan, the exercise price and the number of shares of Class A common stock subject to unexercised options granted under such plan were adjusted to restore the economic position to that existing immediately before the extraordinary cash dividend. The exercise price and number of derivative securities beneficially owned following the reported transactions are reported herein after giving effect to such adjustments, which adjustments reduced the reporting person's stock option exercise price per share from $8.87 and increased the number of shares underlying the unexercised portion of the stock option from approximately 472,666 shares to approximately 602,212 shares.

Remarks:

	Amy E. Miles	04/02/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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