AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 10, 2000
                                                  REGISTRATION NO. 33-______
==============================================================================
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549
                    -----------------------------------

                                  FORM S-8
                           REGISTRATION STATEMENT
                                   UNDER
                         THE SECURITIES ACT OF 1933
                    -----------------------------------

                  LOEWS CINEPLEX ENTERTAINMENT CORPORATION
           (Exact name of registrant as specified in its charter)

           DELAWARE                                       13-3386485
 (State or other jurisdiction or                        (I.R.S. Employer
incorporation or organization)                       Identification Number)

                              711 FIFTH AVENUE
                                 11TH FLOOR
                          NEW YORK, NEW YORK 10022
                               (212) 833-6200
           (Address of registrant's principal executive offices)

                  LOEWS CINEPLEX ENTERTAINMENT CORPORATION
                         DEFERRED COMPENSATION PLAN

                               JOHN J. WALKER
        SENIOR VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND TREASURER
                  LOEWS CINEPLEX ENTERTAINMENT CORPORATION
                              711 FIFTH AVENUE
                                 11TH FLOOR
                          NEW YORK, NEW YORK 10022
                               (212) 833-6200
         (Name, address, and telephone number of agent for service)

<TABLE>
<CAPTION>
                                            CALCULATION OF REGISTRATION FEE

=====================================================================================================================
                                                               PROPOSED
                                                               MAXIMUM           PROPOSED
                                                               OFFERING          MAXIMUM
       TITLE OF SECURITIES                  AMOUNT TO BE       PRICE PER        AGGREGATE            AMOUNT OF
       TO BE REGISTERED (1)                  REGISTERED        SHARE (2)      OFFERING PRICE (2)  REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------
<S>                                         <C>                <C>            <C>                  <C>
Deferred Compensation Obligations           $2,365,000         100%           $2,365,000           $624.36
=====================================================================================================================

<FN>

(1)  The Deferred  Compensation  Obligations  are unsecured  obligations of
     Loews Cineplex Entertainment  Corporation to pay deferred compensation
     in the  future in  accordance  with the  terms of the  Loews  Cineplex
     Entertainment Corporation Deferred Compensation Plan.

(2)  Pursuant  to  Rule  457(h),   estimated  solely  for  the  purpose  of
     calculating the registration fee.
</FN>
</TABLE>
<PAGE>
                                   PART I

EXPLANATORY NOTE

This Registration  Statement on Form S-8 is being filed to register certain
deferred  compensation  obligations issuable pursuant to the Loews Cineplex
Entertainment   Corporation  Deferred   Compensation  Plan.  The  documents
containing  information specified by Part I of this Registration  Statement
will be sent or given to  participants  in the  plan as  specified  in Rule
428(b)(1)  promulgated by the Securities and Exchange  Commission under the
Securities Act. Such  document(s) are not required to be filed with the SEC
but  constitute,  along with the documents  incorporated  by reference into
this  Registration  Statement,  a prospectus that meets the requirements of
Section 10(a) of the Securities Act.

                                  PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3.   Incorporation of Documents by Reference

     Loews  Cineplex  Entertainment  Corporation  (the  "Company" or "Loews
Cineplex") files annual,  quarterly and special  reports,  proxy statements
and  other  information  with the SEC.  You may read and copy any  document
filed at the SEC's public reference rooms in Washington, D.C., New York, NY
and  Chicago,  IL.  Please  call  the  SEC at  1-800-SEC-0330  for  further
information on the public  reference  rooms.  The Company's SEC filings are
also available to the public from the SEC's web site at http://www.sec.gov.
Reports,  proxy and information statements and other information concerning
the  Company  can also be  inspected  at the  offices of the New York Stock
Exchange, 20 Broad Street, New York, NY 10005.

     The SEC allows the Company to "incorporate  by reference"  information
into this Registration Statement, which means that the Company can disclose
important  information  to you by referring you to another  document  filed
separately  with the SEC.  The  information  incorporated  by  reference is
considered to be part of this Registration Statement, and later information
that  the  Company  files  with  the SEC  will  automatically  update  this
Registration Statement. The Company incorporates by reference the following
documents  listed  below  and any  future  filings  made with the SEC under
Section 13(a),  13(c), 14 or 15(d) of the Securities  Exchange Act of 1934,
as amended, prior to the termination of the offering:

          (1) The  Company's  Annual Report on Form 10-K for the year ended
     February 28, 1999 filed with the SEC on May 27, 1999;

          (2)  The  Company's  Quarterly  Reports  on  Form  10-Q  for  the
     quarterly  periods  ended May 31,  1999 and August 31, 1999 filed with
     the SEC on July 8, 1999 and September 30, 1999; and

          (3) The  description of the Company's  Capital Stock contained in
     the Company's Registration Statement on Form S-1 filed with the SEC on
     July 29, 1998.

     Item 4.   Description of Securities

     The  following   discussion  of  the  Loews   Cineplex   Entertainment
Corporation Deferred  Compensation Plan is not a complete legal description
of the plan or of the deferred  compensation  obligations of the Company to
participants in the plan, and is qualified in its entirety by the full text
of the plan. The filing of this Registration  Statement on Form S-8 is not,
and should not be construed as, an admission that the deferred compensation
obligations  constitute  securities as defined by any  applicable  federal,
state or local law, or that  registration  of such  obligations is required
under any such law.

     The  plan is a  nonqualified  deferred  compensation  plan  maintained
primarily for providing  benefits to a select group of management or highly
compensated  employees.  The plan is  unfunded,  and  amounts  credited  to
participant accounts are generally payable out of the funds of the Company,
and are subject to all the risks of the Company's business. Participants in
the plan are  unsecured  general  creditors  of the Company  with regard to
amounts credited to the participant accounts.

     Under the plan, participants may elect to have the Company defer up to
50% of their  regular  salary and up to 100% of their  bonus each year that
they participate in the plan.  Separate salary and bonus deferral elections
are required for each year. Amounts deferred by a participant plus interest
are  maintained  in a  bookkeeping  account  established  by  the  Company.
Interest will be credited to these accounts each December 31.

     The election to defer salary for a calendar  year must be filed by the
preceding  December 31. The salary deferral  election must specify a dollar
amount.  There is a minimum salary  deferral  amount of $5,000.  The salary
deferral  amount will be withheld from current pay in  substantially  equal
installments over the full year.

     Participants  must file the  election to defer bonus for a fiscal year
beginning March 1 by the next following  May 31 (December 31st for 1998 and
1999).  A  participant's  elections  may be  expressed as either a specific
dollar  amount,  a percentage  of a defined  dollar amount or the amount of
bonus in excess of a stated dollar amount  received as a bonus.  There is a
minimum bonus deferral amount of $5,000.

     The interest  rate for a year will be set by the Company  prior to the
beginning of the year, and is based on the published  prime rate of a major
financial  institution,  as of the preceding  December 1. The interest rate
will equal the institution's  published rate minus 100 basis points, with a
minimum interest rate of 5%. All compensation deferred during the year will
be credited  interest  beginning on the date on which the amount would have
been paid if it had not been  deferred.  Payments made during the year will
be credited with interest through the date of payment.

     When a  participant  elects to defer  salary or bonus,  he or she will
also elect when and in what form the deferred amounts,  plus interest,  are
to be paid. Each year's deferral elections will provide for a payout method
to be specified.  Thus, the participant  may have different  payout methods
that apply to different  years'  deferrals on or beginning on any January 1
following the year of deferral.  For purposes of salary deferral,  the year
of deferral will be the calendar  year in which the salary would  otherwise
have been paid. For purposes of bonus  deferral,  the year of deferral will
be the year in which the performance period ends (or for any bonus based on
a  calendar  year,  the year in which such  bonus  would  have been  paid).
Separate  elections are required for the salary and bonus  deferrals.  If a
participant does not elect a specific  payment date, the deferred  amounts,
plus interest,  will be paid following the  Participant's  termination from
employment with the Company.

     Payment of the deferred amounts, plus interest,  may be made in a lump
sum or in 5 to 10 annual installments  beginning on the January 1 specified
in the  participant's  deferral  election form. The unpaid account  balance
will continue to be credited with interest  during the  installment  payout
period.  Upon a  participant's  termination of employment  with the Company
other than by reason of death, disability or retirement, his or her payment
elections are cancelled and any deferred  amounts,  plus interest,  will be
paid in a lump sum as soon as practicable.

     A participant may also elect different methods for payment upon death,
disability or  retirement.  Participants  may elect that amounts  otherwise
payable on or beginning on a future January 1 will, instead, become payable
as  soon  as  practicable   after  the  specified   event  of  termination.
Participants   also  may  elect  that  the  amounts  otherwise  payable  in
installments  will,  instead,  be paid as a lump  sum.  Upon the death of a
participant   before  his  or  her  entire  account  is  distributed,   the
participant's  beneficiary  will receive the unpaid  deferred  compensation
account  balance,  as directed by the  participant  in his or her  deferral
election form.

     Participants may elect to withdraw  deferred  amounts,  plus interest,
prior to the payment date elected. However, such withdrawals are subject to
a penalty of 10% of the amount  withdrawn.  No more than one withdrawal may
be made in any year.

     In the event steps are taken to  effectuate a change of control of the
Company, the Company will establish an irrevocable grantor trust and make a
contribution  to the  trust  in an  amount  equal  to the sum of all of the
participants'  account  balances  under the plan.  If the change in control
does not occur, the assets contributed to the trust, to the extent not paid
to participants, will be returned to the Company.

     A participant's  benefit under the plan may not be assigned or pledged
to secure any borrowing or other indebtedness. If a participant is indebted
to the  Company  at his or her  termination  of  employment,  or  when  the
deferral  period would  otherwise  end, the Company has the right to offset
the  participant's  account  against  amounts  owed to the  Company  if the
participant expressly agrees in writing to the offset.

     The  Company  reserves  the  right  to amend or  terminate  the  plan.
However,  no amendment  or  termination  can reduce any amounts  previously
credited to a  participant's  account  under the plan,  or subject any such
amounts to forfeiture.  If the Company  terminates  the plan,  compensation
will prospectively cease to be deferred.

     The plan is administered by a benefits committee  comprised of members
appointed  by the  Company's  Board of  Directors.  The  committee  has the
authority and  discretion to make all  determinations  and  interpretations
necessary for  administering the plan. The committee's  determinations  and
interpretations  are  binding  on the  Company  and  all  participants  and
beneficiaries.

     Item 5.   Interests of Named Experts and Counsel

     Not applicable.

     Item 6.   Indemnification of Directors and Officers

     Section 145 of the Delaware  General  Corporation  Law provides that a
corporation may indemnify directors and officers as well as other employees
and individuals  against expenses,  including  attorneys' fees,  judgments,
fines,  and amounts paid in  settlement  for specified  actions,  suits and
proceedings  whether  civil,  criminal,  administrative,  or  investigative
(other than action by or in the right of the  corporation  -- a "derivative
action"),  if they  acted in good  faith  and in a manner  they  reasonably
believed to be in the best interests of the corporation.  A corporation may
also indemnify directors, officers and employees for any criminal action or
proceeding, if the director, officer or employee had no reasonable cause to
believe their conduct was unlawful. A similar standard is applicable in the
case of derivative  actions,  except that  indemnification  only extends to
expenses, including attorneys' fees, incurred for the defense or settlement
of the action,  and the statute requires court approval before there can be
any indemnification where the person seeking indemnification has been found
liable to the corporation. The statute provides that it is not exclusive of
other  indemnification  that may be  granted  by a  corporation's  charter,
by-laws,  disinterested  director vote,  stockholder  vote,  agreement,  or
otherwise.

     Article  VIII of the  Company's  Amended and Restated  Certificate  of
Incorporation requires Loews Cineplex to indemnify any person who was or is
a  party  or is  threatened  to be  made a  party  to any  action,  suit or
proceeding, whether civil, criminal, administrative or investigative, other
than a derivative  action, by reason of the fact that he or she is or was a
director or officer of Loews  Cineplex,  or, while a director or officer of
Loews  Cineplex,  is or was serving at the  request of Loews  Cineplex as a
director,  officer, employee or agent of another corporation,  partnership,
joint  venture,  trust or other  enterprise,  against  expenses,  including
attorneys' fees,  judgments,  fines and amounts paid in settlement actually
and reasonably  incurred by him or her for the action if he or she acted in
good faith and in a manner he or she reasonably  believed to be in the best
interests of Loews  Cineplex,  and, for any criminal  action or proceeding,
had no reasonable cause to believe his or her conduct was unlawful.

     Section  102(b)(7) of the Delaware  statute  permits a corporation  to
provide  in  its  certificate  of  incorporation  that  a  director  of the
corporation  will  not  be  personally  liable  to the  corporation  or its
stockholders  for  monetary  damages  for  breach  of  fiduciary  duty as a
director, except for liability for

          o any breach of the director's duty of loyalty to the corporation
     or its stockholders,

          o  acts  or  omissions   not  in  good  faith  or  which  involve
     intentional misconduct or a knowing violation of law,

          o payment of unlawful  dividends or unlawful  stock  purchases or
     redemptions, or

          o any  transaction  from which the  director  derived an improper
     personal benefit.

     Article IX of the amended  certificate of incorporation  provides that
to the fullest extent that the Delaware  statute  permits the limitation or
elimination  of the  liability of directors,  a director of Loews  Cineplex
will not be liable  to Loews  Cineplex  or its  stockholders  for  monetary
damages for breach of  fiduciary  duty as a director.  Any  amendment to or
repeal  of,  or  adoption  of  any  provision  of  the  Company's   amended
certificate  of  incorporation   inconsistent  with,  Article  IX  may  not
adversely  affect any right or protection  of a director of Loews  Cineplex
for any acts or omissions of the director  occurring prior to the amendment
or repeal. Loews Cineplex has entered into indemnification  agreements with
its directors and officers.  These  agreements  provide,  in general,  that
Loews  Cineplex  will  indemnify the directors and officers for all amounts
paid in settlement, or assessed against, the directors and officers arising
out of the service of the  directors  and officers as a director or officer
of Loews  Cineplex or its  affiliates  to the extent  permitted by Delaware
law. Each  indemnification  agreement  terminates  upon the later of (a) 10
years after the director or officer  ceases to be an officer or director of
Loews Cineplex and (b) one year after the final  termination of all pending
or  threatened  proceedings  for which the director or officer is or may be
entitled to indemnification under the agreement.

     Loews Cineplex maintains  directors' and officers' liability insurance
which  provides for  payment,  on behalf of the  directors  and officers of
Loews  Cineplex and its  subsidiaries,  of certain  losses of these persons
arising from claims, including claims arising under the Securities Act, for
acts or omissions by these persons while acting as directors or officers of
Loews  Cineplex  and/or its  subsidiaries.  Insofar as  limitations  of, or
indemnification  for,  liabilities  arising under the Securities Act may be
permitted for directors and executive officers under these provisions,  the
Company  understands  that, in the opinion of the SEC, the  limitations of,
and indemnification  for, liabilities is against public policy as expressed
in the Securities Act and is therefore unenforceable.

     Item 7.   Exemption from Registration Claimed

     Not applicable.
<PAGE>
     Item 8.   Exhibits

EXHIBIT NO.              DESCRIPTION OF EXHIBIT
-----------              ----------------------

4.1     --               Amended and Restated Certificate of Incorporation
                         of the Company filed as Exhibit 3.1 to the
                         Company's Annual Report on Form 10-K for the
                         fiscal year ended February 28, 1998, as amended,
                         and incorporated herein by reference.

4.2     --               Amended and Restated Bylaws of the Company filed
                         as Exhibit 3.2 to the Company's Registration
                         Statement on Form S-1/A filed with the SEC on June
                         29, 1998, and incorporated herein by reference.

4.3*    --               Loews Cineplex Entertainment Corporation Deferred
                         Compensation Plan.

5.1*    --               Opinion of Fried, Frank, Harris, Shriver &
                         Jacobson.

23.1*   --               Consent of PricewaterhouseCoopers LLP (independent
                         public accountants).

23.2    --               Consent of Fried, Frank, Harris, Shriver &
                         Jacobson (included on Exhibit 5.1 hereto).

24      --               Power of Attorney (included on signature pages).

------------------------
     *  filed herewith

     Item 9.   Undertakings

     The Company hereby undertakes:

          (a) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this Registration Statement:

               (i) To include any prospectus  required by section  10(a)(3)
          of the Securities Act;

               (ii) To  reflect  in the  prospectus  any  facts  or  events
          arising after the effective date of this  Registration  Statement
          (or the most  recent  post-effective  amendment  thereof)  which,
          individually or in the aggregate,  represent a fundamental change
          in the information set forth in this Registration Statement;

               (iii) To include any  material  information  with respect to
          the  plan  of  distribution  not  previously  disclosed  in  this
          Registration Statement or any material change to such information
          in this Registration Statement;

     provided,  however,  that  paragraphs (i) and (ii) do not apply if the
     information  required to be included in a post-effective  amendment by
     those  paragraphs  is  contained  in  periodic  reports  filed with or
     furnished to the  Commission by the Company  pursuant to Section 13 or
     Section 15(d) of the Exchange Act that are  incorporated  by reference
     in this Registration Statement.

          (b) That, for the purpose of determining  any liability under the
     Securities Act, each such post-effective  amendment shall be deemed to
     be a new  registration  statement  relating to the securities  offered
     therein,  and the  offering of such  securities  at that time shall be
     deemed to be the initial bona fide offering thereof.

          (c) To  remove  from  registration  by means of a  post-effective
     amendment any of the securities  being  registered which remain unsold
     at the termination of the offering.

          (d) That, for the purpose of determining  any liability under the
     Securities Act, each filing of the Company's annual report pursuant to
     Section   13(a)  or  Section   15(d)  of  the  Exchange  Act  that  is
     incorporated  by reference  in this  Registration  Statement  shall be
     deemed to be a new registration  statement  relating to the securities
     offered  therein,  and the  offering of such  securities  at that time
     shall be deemed to be the initial bona fide offering thereof.

     Insofar  as   indemnification   for  liabilities   arising  under  the
Securities  Act may be permitted  to  directors,  officers and  controlling
persons of the Company  pursuant to the  provisions  described in Item 6 of
this  Registration  Statement,  or otherwise,  the Company has been advised
that in the  opinion  of the  Commission  such  indemnification  is against
public  policy  as  expressed  in the  Securities  Act and  is,  therefore,
unenforceable.  In the event that a claim for indemnification  against such
liabilities  (other than the payment by the Company of expenses incurred or
paid by a  director,  officer or  controlling  person of the Company in the
successful  defense of any action,  suit or proceeding) is asserted by such
director,  officer or controlling  person in connection with the securities
being  registered,  the Company will,  unless in the opinion of its counsel
the matter has been settled by controlling precedent,  submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against  public  policy  as  expressed  in the  Securities  Act and will be
governed by the final adjudication of such issue.
<PAGE>
                                 SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York, State of New York on
March 9, 2000.

                                   LOEWS CINEPLEX ENTERTAINMENT CORPORATION


                                   /s/ John J. Walker
                                   ------------------------------------
                                   By:  John J. Walker
                                        Senior Vice President, Chief
                                        Financial Officer and Treasurer


                             POWER OF ATTORNEY


     KNOW ALL PERSONS BY THESE PRESENTS:

     That each of the undersigned officers and directors of Loews Cineplex
Entertainment Corporation, a Delaware corporation, hereby constitutes and
appoints John C. McBride, Jr. and John J. Walker as his or her true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her in his or her name, place and stead, in any
and all capacities, to sign any and all amendments to this Registration
Statement and any additional registration statements pursuant to
Instruction E to Form S-8 and any and all documents in connection
therewith, and to file the same, with all exhibits thereto, and all
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, and hereby ratifies,
approves and confirms all that his or her said attorney-in-fact and agent,
or his or her substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
<PAGE>
     IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.

     Pursuant to the requirements of the Securities Act, this  Registration
Statement has been signed below by the following  persons in the capacities
indicated as of the date of the filing of this Registration Statement.



           Signature                                        Title
           ---------                                        -----

/s/ Lawrence J. Ruisi                           President, Chief Executive
--------------------------------                Officer and Director
Lawrence J. Ruisi


/s/ John J. Walker                              Senior Vice President, Chief
--------------------------------                Financial Officer and
John J. Walker                                  Treasurer


/s/ Joseph Sparacio                             Vice President, Finance and
--------------------------------                Controller
Joseph Sparacio


/s/ George A. Cohon                             Director
--------------------------------
George A. Cohon



--------------------------------                Director
Nora Ephron


                                                Director
--------------------------------
Mel Harris


/s/ Marinus N. Henny
--------------------------------                Director
Marinus N. Henny


/s/ Ronald N. Jacobi                            Director
--------------------------------
Ronald N. Jacobi


/s/ Allen Karp                                  Director
--------------------------------
Allen Karp


/s/ Ernest Leo Kolber                           Director
--------------------------------
Ernest Leo Kolber


/s/ Kenneth Lemberger                           Director
--------------------------------
Kenneth Lemberger


                                                Director
--------------------------------
Ron Meyer


                                                Director
--------------------------------
Yuki Nozoe


/s/ Karen Randall                               Director
--------------------------------
Karen Randall


/s/ Hellene Runtagh                             Director
--------------------------------
Hellene Runtagh


                                                Director
--------------------------------
Howard Stringer


/s/ William A. Sutman                           Director
--------------------------------
William A. Sutman



/s/ Mortimer B. Zuckerman                       Director
--------------------------------
Mortimer B. Zuckerman
<PAGE>
                             INDEX TO EXHIBITS

EXHIBIT NO.              DESCRIPTION OF EXHIBIT
-----------              ----------------------

4.1      --              Amended and Restated Certificate of Incorporation
                         of the Company filed as Exhibit 3.1 to the
                         Company's Annual Report on Form 10-K for the
                         fiscal year ended February 28, 1998, as amended,
                         and incorporated herein by reference.

4.2      --              Amended and Restated Bylaws of the Company filed
                         as Exhibit 3.2 to the Company's Registration
                         Statement on Form S-1/A filed with the SEC on June
                         29, 1998, and incorporated herein by reference.

4.3*     --              Loews Cineplex Entertainment Corporation Deferred
                         Compensation Plan.

5.1*     --              Opinion of Fried, Frank, Harris, Shriver &
                         Jacobson.

23.1*    --              Consent of PricewaterhouseCoopers LLP (independent
                         public accountants).

23.2     --              Consent of Fried, Frank, Harris, Shriver &
                         Jacobson (included on Exhibit 5.1 hereto).

24       --              Power of Attorney (included on signature pages).

----------------------------
    * filed herewith
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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 10, 2000
                                                  REGISTRATION NO. 33-______
==============================================================================
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549
                    -----------------------------------

                                  FORM S-8
                           REGISTRATION STATEMENT
                                   UNDER
                         THE SECURITIES ACT OF 1933
                    -----------------------------------

                  LOEWS CINEPLEX ENTERTAINMENT CORPORATION
           (Exact name of registrant as specified in its charter)

           DELAWARE                                       13-3386485
 (State or other jurisdiction or                        (I.R.S. Employer
incorporation or organization)                       Identification Number)

                              711 FIFTH AVENUE
                                 11TH FLOOR
                          NEW YORK, NEW YORK 10022
                               (212) 833-6200
           (Address of registrant's principal executive offices)

                  LOEWS CINEPLEX ENTERTAINMENT CORPORATION
                         DEFERRED COMPENSATION PLAN

                               JOHN J. WALKER
        SENIOR VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND TREASURER
                  LOEWS CINEPLEX ENTERTAINMENT CORPORATION
                              711 FIFTH AVENUE
                                 11TH FLOOR
                          NEW YORK, NEW YORK 10022
                               (212) 833-6200
         (Name, address, and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE

=====================================================================================================================
                                                               PROPOSED
                                                               MAXIMUM           PROPOSED
                                                               OFFERING          MAXIMUM
       TITLE OF SECURITIES                  AMOUNT TO BE       PRICE PER        AGGREGATE            AMOUNT OF
       TO BE REGISTERED (1)                  REGISTERED        SHARE (2)      OFFERING PRICE (2)  REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------
Deferred Compensation Obligations           $2,365,000         100%           $2,365,000           $624.36
=====================================================================================================================
(1)  The Deferred  Compensation  Obligations  are unsecured  obligations of
     Loews Cineplex Entertainment  Corporation to pay deferred compensation
     in the  future in  accordance  with the  terms of the  Loews  Cineplex
     Entertainment Corporation Deferred Compensation Plan.

(2)  Pursuant  to  Rule  457(h),   estimated  solely  for  the  purpose  of
     calculating the registration fee.
PART I

EXPLANATORY NOTE

This Registration  Statement on Form S-8 is being filed to register certain
deferred  compensation  obligations issuable pursuant to the Loews Cineplex
Entertainment   Corporation  Deferred   Compensation  Plan.  The  documents
containing  information specified by Part I of this Registration  Statement
will be sent or given to  participants  in the  plan as  specified  in Rule
428(b)(1)  promulgated by the Securities and Exchange  Commission under the
Securities Act. Such  document(s) are not required to be filed with the SEC
but  constitute,  along with the documents  incorporated  by reference into
this  Registration  Statement,  a prospectus that meets the requirements of
Section 10(a) of the Securities Act.

                                  PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3.   Incorporation of Documents by Reference

     Loews  Cineplex  Entertainment  Corporation  (the  "Company" or "Loews
Cineplex") files annual,  quarterly and special  reports,  proxy statements
and  other  information  with the SEC.  You may read and copy any  document
filed at the SEC's public reference rooms in Washington, D.C., New York, NY
and  Chicago,  IL.  Please  call  the  SEC at  1-800-SEC-0330  for  further
information on the public  reference  rooms.  The Company's SEC filings are
also available to the public from the SEC's web site at http://www.sec.gov.
Reports,  proxy and information statements and other information concerning
the  Company  can also be  inspected  at the  offices of the New York Stock
Exchange, 20 Broad Street, New York, NY 10005.

     The SEC allows the Company to "incorporate  by reference"  information
into this Registration Statement, which means that the Company can disclose
important  information  to you by referring you to another  document  filed
separately  with the SEC.  The  information  incorporated  by  reference is
considered to be part of this Registration Statement, and later information
that  the  Company  files  with  the SEC  will  automatically  update  this
Registration Statement. The Company incorporates by reference the following
documents  listed  below  and any  future  filings  made with the SEC under
Section 13(a),  13(c), 14 or 15(d) of the Securities  Exchange Act of 1934,
as amended, prior to the termination of the offering:

          (1) The  Company's  Annual Report on Form 10-K for the year ended
     February 28, 1999 filed with the SEC on May 27, 1999;

          (2)  The  Company's  Quarterly  Reports  on  Form  10-Q  for  the
     quarterly  periods  ended May 31,  1999 and August 31, 1999 filed with
     the SEC on July 8, 1999 and September 30, 1999; and

          (3) The  description of the Company's  Capital Stock contained in
     the Company's Registration Statement on Form S-1 filed with the SEC on
     July 29, 1998.

     Item 4.   Description of Securities

     The  following   discussion  of  the  Loews   Cineplex   Entertainment
Corporation Deferred  Compensation Plan is not a complete legal description
of the plan or of the deferred  compensation  obligations of the Company to
participants in the plan, and is qualified in its entirety by the full text
of the plan. The filing of this Registration  Statement on Form S-8 is not,
and should not be construed as, an admission that the deferred compensation
obligations  constitute  securities as defined by any  applicable  federal,
state or local law, or that  registration  of such  obligations is required
under any such law.

     The  plan is a  nonqualified  deferred  compensation  plan  maintained
primarily for providing  benefits to a select group of management or highly
compensated  employees.  The plan is  unfunded,  and  amounts  credited  to
participant accounts are generally payable out of the funds of the Company,
and are subject to all the risks of the Company's business. Participants in
the plan are  unsecured  general  creditors  of the Company  with regard to
amounts credited to the participant accounts.

     Under the plan, participants may elect to have the Company defer up to
50% of their  regular  salary and up to 100% of their  bonus each year that
they participate in the plan.  Separate salary and bonus deferral elections
are required for each year. Amounts deferred by a participant plus interest
are  maintained  in a  bookkeeping  account  established  by  the  Company.
Interest will be credited to these accounts each December 31.

     The election to defer salary for a calendar  year must be filed by the
preceding  December 31. The salary deferral  election must specify a dollar
amount.  There is a minimum salary  deferral  amount of $5,000.  The salary
deferral  amount will be withheld from current pay in  substantially  equal
installments over the full year.

     Participants  must file the  election to defer bonus for a fiscal year
beginning March 1 by the next following  May 31 (December 31st for 1998 and
1999).  A  participant's  elections  may be  expressed as either a specific
dollar  amount,  a percentage  of a defined  dollar amount or the amount of
bonus in excess of a stated dollar amount  received as a bonus.  There is a
minimum bonus deferral amount of $5,000.

     The interest  rate for a year will be set by the Company  prior to the
beginning of the year, and is based on the published  prime rate of a major
financial  institution,  as of the preceding  December 1. The interest rate
will equal the institution's  published rate minus 100 basis points, with a
minimum interest rate of 5%. All compensation deferred during the year will
be credited  interest  beginning on the date on which the amount would have
been paid if it had not been  deferred.  Payments made during the year will
be credited with interest through the date of payment.

     When a  participant  elects to defer  salary or bonus,  he or she will
also elect when and in what form the deferred amounts,  plus interest,  are
to be paid. Each year's deferral elections will provide for a payout method
to be specified.  Thus, the participant  may have different  payout methods
that apply to different  years'  deferrals on or beginning on any January 1
following the year of deferral.  For purposes of salary deferral,  the year
of deferral will be the calendar  year in which the salary would  otherwise
have been paid. For purposes of bonus  deferral,  the year of deferral will
be the year in which the performance period ends (or for any bonus based on
a  calendar  year,  the year in which such  bonus  would  have been  paid).
Separate  elections are required for the salary and bonus  deferrals.  If a
participant does not elect a specific  payment date, the deferred  amounts,
plus interest,  will be paid following the  Participant's  termination from
employment with the Company.

     Payment of the deferred amounts, plus interest,  may be made in a lump
sum or in 5 to 10 annual installments  beginning on the January 1 specified
in the  participant's  deferral  election form. The unpaid account  balance
will continue to be credited with interest  during the  installment  payout
period.  Upon a  participant's  termination of employment  with the Company
other than by reason of death, disability or retirement, his or her payment
elections are cancelled and any deferred  amounts,  plus interest,  will be
paid in a lump sum as soon as practicable.

     A participant may also elect different methods for payment upon death,
disability or  retirement.  Participants  may elect that amounts  otherwise
payable on or beginning on a future January 1 will, instead, become payable
as  soon  as  practicable   after  the  specified   event  of  termination.
Participants   also  may  elect  that  the  amounts  otherwise  payable  in
installments  will,  instead,  be paid as a lump  sum.  Upon the death of a
participant   before  his  or  her  entire  account  is  distributed,   the
participant's  beneficiary  will receive the unpaid  deferred  compensation
account  balance,  as directed by the  participant  in his or her  deferral
election form.

     Participants may elect to withdraw  deferred  amounts,  plus interest,
prior to the payment date elected. However, such withdrawals are subject to
a penalty of 10% of the amount  withdrawn.  No more than one withdrawal may
be made in any year.

     In the event steps are taken to  effectuate a change of control of the
Company, the Company will establish an irrevocable grantor trust and make a
contribution  to the  trust  in an  amount  equal  to the sum of all of the
participants'  account  balances  under the plan.  If the change in control
does not occur, the assets contributed to the trust, to the extent not paid
to participants, will be returned to the Company.

     A participant's  benefit under the plan may not be assigned or pledged
to secure any borrowing or other indebtedness. If a participant is indebted
to the  Company  at his or her  termination  of  employment,  or  when  the
deferral  period would  otherwise  end, the Company has the right to offset
the  participant's  account  against  amounts  owed to the  Company  if the
participant expressly agrees in writing to the offset.

     The  Company  reserves  the  right  to amend or  terminate  the  plan.
However,  no amendment  or  termination  can reduce any amounts  previously
credited to a  participant's  account  under the plan,  or subject any such
amounts to forfeiture.  If the Company  terminates  the plan,  compensation
will prospectively cease to be deferred.

     The plan is administered by a benefits committee  comprised of members
appointed  by the  Company's  Board of  Directors.  The  committee  has the
authority and  discretion to make all  determinations  and  interpretations
necessary for  administering the plan. The committee's  determinations  and
interpretations  are  binding  on the  Company  and  all  participants  and
beneficiaries.

     Item 5.   Interests of Named Experts and Counsel

     Not applicable.

     Item 6.   Indemnification of Directors and Officers

     Section 145 of the Delaware  General  Corporation  Law provides that a
corporation may indemnify directors and officers as well as other employees
and individuals  against expenses,  including  attorneys' fees,  judgments,
fines,  and amounts paid in  settlement  for specified  actions,  suits and
proceedings  whether  civil,  criminal,  administrative,  or  investigative
(other than action by or in the right of the  corporation  -- a "derivative
action"),  if they  acted in good  faith  and in a manner  they  reasonably
believed to be in the best interests of the corporation.  A corporation may
also indemnify directors, officers and employees for any criminal action or
proceeding, if the director, officer or employee had no reasonable cause to
believe their conduct was unlawful. A similar standard is applicable in the
case of derivative  actions,  except that  indemnification  only extends to
expenses, including attorneys' fees, incurred for the defense or settlement
of the action,  and the statute requires court approval before there can be
any indemnification where the person seeking indemnification has been found
liable to the corporation. The statute provides that it is not exclusive of
other  indemnification  that may be  granted  by a  corporation's  charter,
by-laws,  disinterested  director vote,  stockholder  vote,  agreement,  or
otherwise.

     Article  VIII of the  Company's  Amended and Restated  Certificate  of
Incorporation requires Loews Cineplex to indemnify any person who was or is
a  party  or is  threatened  to be  made a  party  to any  action,  suit or
proceeding, whether civil, criminal, administrative or investigative, other
than a derivative  action, by reason of the fact that he or she is or was a
director or officer of Loews  Cineplex,  or, while a director or officer of
Loews  Cineplex,  is or was serving at the  request of Loews  Cineplex as a
director,  officer, employee or agent of another corporation,  partnership,
joint  venture,  trust or other  enterprise,  against  expenses,  including
attorneys' fees,  judgments,  fines and amounts paid in settlement actually
and reasonably  incurred by him or her for the action if he or she acted in
good faith and in a manner he or she reasonably  believed to be in the best
interests of Loews  Cineplex,  and, for any criminal  action or proceeding,
had no reasonable cause to believe his or her conduct was unlawful.

     Section  102(b)(7) of the Delaware  statute  permits a corporation  to
provide  in  its  certificate  of  incorporation  that  a  director  of the
corporation  will  not  be  personally  liable  to the  corporation  or its
stockholders  for  monetary  damages  for  breach  of  fiduciary  duty as a
director, except for liability for

          o any breach of the director's duty of loyalty to the corporation
     or its stockholders,

          o  acts  or  omissions   not  in  good  faith  or  which  involve
     intentional misconduct or a knowing violation of law,

          o payment of unlawful  dividends or unlawful  stock  purchases or
     redemptions, or

          o any  transaction  from which the  director  derived an improper
     personal benefit.

     Article IX of the amended  certificate of incorporation  provides that
to the fullest extent that the Delaware  statute  permits the limitation or
elimination  of the  liability of directors,  a director of Loews  Cineplex
will not be liable  to Loews  Cineplex  or its  stockholders  for  monetary
damages for breach of  fiduciary  duty as a director.  Any  amendment to or
repeal  of,  or  adoption  of  any  provision  of  the  Company's   amended
certificate  of  incorporation   inconsistent  with,  Article  IX  may  not
adversely  affect any right or protection  of a director of Loews  Cineplex
for any acts or omissions of the director  occurring prior to the amendment
or repeal. Loews Cineplex has entered into indemnification  agreements with
its directors and officers.  These  agreements  provide,  in general,  that
Loews  Cineplex  will  indemnify the directors and officers for all amounts
paid in settlement, or assessed against, the directors and officers arising
out of the service of the  directors  and officers as a director or officer
of Loews  Cineplex or its  affiliates  to the extent  permitted by Delaware
law. Each  indemnification  agreement  terminates  upon the later of (a) 10
years after the director or officer  ceases to be an officer or director of
Loews Cineplex and (b) one year after the final  termination of all pending
or  threatened  proceedings  for which the director or officer is or may be
entitled to indemnification under the agreement.

     Loews Cineplex maintains  directors' and officers' liability insurance
which  provides for  payment,  on behalf of the  directors  and officers of
Loews  Cineplex and its  subsidiaries,  of certain  losses of these persons
arising from claims, including claims arising under the Securities Act, for
acts or omissions by these persons while acting as directors or officers of
Loews  Cineplex  and/or its  subsidiaries.  Insofar as  limitations  of, or
indemnification  for,  liabilities  arising under the Securities Act may be
permitted for directors and executive officers under these provisions,  the
Company  understands  that, in the opinion of the SEC, the  limitations of,
and indemnification  for, liabilities is against public policy as expressed
in the Securities Act and is therefore unenforceable.

     Item 7.   Exemption from Registration Claimed

     Not applicable.
Item 8.   Exhibits

EXHIBIT NO.              DESCRIPTION OF EXHIBIT
-----------              ----------------------

4.1     --               Amended and Restated Certificate of Incorporation
                         of the Company filed as Exhibit 3.1 to the
                         Company's Annual Report on Form 10-K for the
                         fiscal year ended February 28, 1998, as amended,
                         and incorporated herein by reference.

4.2     --               Amended and Restated Bylaws of the Company filed
                         as Exhibit 3.2 to the Company's Registration
                         Statement on Form S-1/A filed with the SEC on June
                         29, 1998, and incorporated herein by reference.

4.3*    --               Loews Cineplex Entertainment Corporation Deferred
                         Compensation Plan.

5.1*    --               Opinion of Fried, Frank, Harris, Shriver &
                         Jacobson.

23.1*   --               Consent of PricewaterhouseCoopers LLP (independent
                         public accountants).

23.2    --               Consent of Fried, Frank, Harris, Shriver &
                         Jacobson (included on Exhibit 5.1 hereto).

24      --               Power of Attorney (included on signature pages).

------------------------
     *  filed herewith

     Item 9.   Undertakings

     The Company hereby undertakes:

          (a) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this Registration Statement:

               (i) To include any prospectus  required by section  10(a)(3)
          of the Securities Act;

               (ii) To  reflect  in the  prospectus  any  facts  or  events
          arising after the effective date of this  Registration  Statement
          (or the most  recent  post-effective  amendment  thereof)  which,
          individually or in the aggregate,  represent a fundamental change
          in the information set forth in this Registration Statement;

               (iii) To include any  material  information  with respect to
          the  plan  of  distribution  not  previously  disclosed  in  this
          Registration Statement or any material change to such information
          in this Registration Statement;

     provided,  however,  that  paragraphs (i) and (ii) do not apply if the
     information  required to be included in a post-effective  amendment by
     those  paragraphs  is  contained  in  periodic  reports  filed with or
     furnished to the  Commission by the Company  pursuant to Section 13 or
     Section 15(d) of the Exchange Act that are  incorporated  by reference
     in this Registration Statement.

          (b) That, for the purpose of determining  any liability under the
     Securities Act, each such post-effective  amendment shall be deemed to
     be a new  registration  statement  relating to the securities  offered
     therein,  and the  offering of such  securities  at that time shall be
     deemed to be the initial bona fide offering thereof.

          (c) To  remove  from  registration  by means of a  post-effective
     amendment any of the securities  being  registered which remain unsold
     at the termination of the offering.

          (d) That, for the purpose of determining  any liability under the
     Securities Act, each filing of the Company's annual report pursuant to
     Section   13(a)  or  Section   15(d)  of  the  Exchange  Act  that  is
     incorporated  by reference  in this  Registration  Statement  shall be
     deemed to be a new registration  statement  relating to the securities
     offered  therein,  and the  offering of such  securities  at that time
     shall be deemed to be the initial bona fide offering thereof.

     Insofar  as   indemnification   for  liabilities   arising  under  the
Securities  Act may be permitted  to  directors,  officers and  controlling
persons of the Company  pursuant to the  provisions  described in Item 6 of
this  Registration  Statement,  or otherwise,  the Company has been advised
that in the  opinion  of the  Commission  such  indemnification  is against
public  policy  as  expressed  in the  Securities  Act and  is,  therefore,
unenforceable.  In the event that a claim for indemnification  against such
liabilities  (other than the payment by the Company of expenses incurred or
paid by a  director,  officer or  controlling  person of the Company in the
successful  defense of any action,  suit or proceeding) is asserted by such
director,  officer or controlling  person in connection with the securities
being  registered,  the Company will,  unless in the opinion of its counsel
the matter has been settled by controlling precedent,  submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against  public  policy  as  expressed  in the  Securities  Act and will be
governed by the final adjudication of such issue.
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York, State of New York on
March 9, 2000.

                                   LOEWS CINEPLEX ENTERTAINMENT CORPORATION

                                   /s/ John J. Walker
                                   ------------------------------------
                                   By:  John J. Walker
                                        Senior Vice President, Chief
                                        Financial Officer and Treasurer

                             POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS:

     That each of the undersigned officers and directors of Loews Cineplex
Entertainment Corporation, a Delaware corporation, hereby constitutes and
appoints John C. McBride, Jr. and John J. Walker as his or her true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her in his or her name, place and stead, in any
and all capacities, to sign any and all amendments to this Registration
Statement and any additional registration statements pursuant to
Instruction E to Form S-8 and any and all documents in connection
therewith, and to file the same, with all exhibits thereto, and all
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, and hereby ratifies,
approves and confirms all that his or her said attorney-in-fact and agent,
or his or her substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.

     Pursuant to the requirements of the Securities Act, this  Registration
Statement has been signed below by the following  persons in the capacities
indicated as of the date of the filing of this Registration Statement.

           Signature                                        Title
           ---------                                        -----

/s/ Lawrence J. Ruisi                           President, Chief Executive
--------------------------------                Officer and Director
Lawrence J. Ruisi

/s/ John J. Walker                              Senior Vice President, Chief
--------------------------------                Financial Officer and
John J. Walker                                  Treasurer

/s/ Joseph Sparacio                             Vice President, Finance and
--------------------------------                Controller
Joseph Sparacio

/s/ George A. Cohon                             Director
--------------------------------
George A. Cohon

--------------------------------                Director
Nora Ephron

                                                Director
--------------------------------
Mel Harris

/s/ Marinus N. Henny
--------------------------------                Director
Marinus N. Henny

/s/ Ronald N. Jacobi                            Director
--------------------------------
Ronald N. Jacobi

/s/ Allen Karp                                  Director
--------------------------------
Allen Karp

/s/ Ernest Leo Kolber                           Director
--------------------------------
Ernest Leo Kolber

/s/ Kenneth Lemberger                           Director
--------------------------------
Kenneth Lemberger

                                                Director
--------------------------------
Ron Meyer

                                                Director
--------------------------------
Yuki Nozoe

/s/ Karen Randall                               Director
--------------------------------
Karen Randall

/s/ Hellene Runtagh                             Director
--------------------------------
Hellene Runtagh

                                                Director
--------------------------------
Howard Stringer

/s/ William A. Sutman                           Director
--------------------------------
William A. Sutman

/s/ Mortimer B. Zuckerman                       Director
--------------------------------
Mortimer B. Zuckerman
INDEX TO EXHIBITS

EXHIBIT NO.              DESCRIPTION OF EXHIBIT
-----------              ----------------------

4.1      --              Amended and Restated Certificate of Incorporation
                         of the Company filed as Exhibit 3.1 to the
                         Company's Annual Report on Form 10-K for the
                         fiscal year ended February 28, 1998, as amended,
                         and incorporated herein by reference.

4.2      --              Amended and Restated Bylaws of the Company filed
                         as Exhibit 3.2 to the Company's Registration
                         Statement on Form S-1/A filed with the SEC on June
                         29, 1998, and incorporated herein by reference.

4.3*     --              Loews Cineplex Entertainment Corporation Deferred
                         Compensation Plan.

5.1*     --              Opinion of Fried, Frank, Harris, Shriver &
                         Jacobson.

23.1*    --              Consent of PricewaterhouseCoopers LLP (independent
                         public accountants).

23.2     --              Consent of Fried, Frank, Harris, Shriver &
                         Jacobson (included on Exhibit 5.1 hereto).

24       --              Power of Attorney (included on signature pages).

----------------------------
    * filed herewith