AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 12,
                                 1998
                                                 REGISTRATION NO. 333-
======================================================================
                  SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C. 20549
                  -----------------------------------
                               FORM S-8
                        REGISTRATION STATEMENT
                                 UNDER
                      THE SECURITIES ACT OF 1933
                  -----------------------------------
                          LTM HOLDINGS, INC.
       (to be renamed Loews Cineplex Entertainment Corporation)
        (Exact name of registrant as specified in its charter)
       DELAWARE                                         13-3386485
   (State or other                                  (I.R.S. Employer
   jurisdiction of                                    Identification
   incorporation or                                      Number)
    organization)
                           711 FIFTH AVENUE
                              11TH FLOOR
                       NEW YORK, NEW YORK 10022
                            (212) 833-6200
                       (Address of registrant's
                          principal executive
                               offices)
             LTM HOLDINGS, INC. 1997 STOCK INCENTIVE PLAN

             CINEPLEX ODEON CORPORATION STOCK OPTION PLAN
                       (Full title of the plans)

                         JOHN C. MCBRIDE, JR.
                          LTM HOLDINGS, INC.
                           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    Proposed
  Title of Securities   Amount to  Maximum      Maximum    Amount of
   to be Registered     be         Offering    Aggregate  Registration
                        Registered Price Per   Offering       Fee
                           (1)     Share (2)    Price
======================================================================
LTM Holdings, Inc.
Common Stock, par       4,520,000  $17.80     $80,456,000  $23,734.52
value $0.01 per share     shares
(1)
======================================================================

(1)  If as a result of stock splits, stock dividends or similar
     transactions, the number of shares of Common Stock purported to
     be registered on this Registration Statement changes, the
     provisions of Rule 416 shall apply to this Registration
     Statement.

(2)  Reflects the market price of the capital stock of Cineplex Odeon
     Corporation to be exchanged for the common stock of the
     Registrant in connection with the transactions described in the
     Registrant's Registration Statement on Form S-4 (File No.
     333-46313) for the purpose of determining the registration fee
     pursuant to Rule 457(h) based upon the average high and low
     sales prices of the capital stock of Cineplex Odeon Corporation
     reported by the New York Stock Exchange, Inc. on May 8, 1998.

(3)  Pursuant to Rule 429(b), includes 3,128,623 shares of Common
     Stock covered by the Registrant's Registration Statement on 
     Form S-4 (File No. 333-46313) and $14,370.23 in filing fees
     paid by the Registrant in connection with the registration
     of such shares which is carried forward for the purpose of 
     payment of the registration fee hereunder.


                           EXPLANATORY NOTE

As permitted by the rules of the Securities and Exchange Commission,
(the "Commission"), this Registration Statement omits the information
specified in Part I of Form S-8.


                                PART II

          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

     The following  documents,  which have been filed by LTM Holdings,
Inc.  with the  Commission,  are  incorporated  by  reference  in this
Registration Statement as of their respective dates:

          (a)  The   Management   Information   Circular   and   Proxy
     Statement/Prospectus   (the  "Information   Circular/Prospectus")
     dated  February  13, 1998 filed with the  Commission  pursuant to
     Rule 424(b)  under the  Securities  Act of 1933,  as amended (the
     "Securities  Act"),  and  included  in its Form S-4  Registration
     Statement (File No. 333-46313) (the "Form S-4"); and

          (b) The consolidated  financial statements of Cineplex Odeon
     Corporation  as of December 31, 1997 and 1996 and for each of the
     three years in the period ended  December  31, 1997,  included in
     the Annual Report on Form 10K of Cineplex Odeon Corporation filed
     with the Commission on March 23, 1998 (File No.1-9454); and

     All  documents  filed  subsequent  to  the  date  hereof  by  LTM
Holdings,  Inc. with the Commission pursuant to Sections 13(a), 13(c),
14 and 15(d) of the  Securities  Exchange Act of 1934, as amended (the
"Exchange Act"), and prior to the filing of a post-effective amendment
hereto which  indicates that all  securities  offered hereby have been
sold or which deregisters all securities then remaining unsold,  shall
be deemed  to be  incorporated  by  reference  herein  and made a part
hereof from their respective dates of filing (such documents,  and the
documents   enumerated  above,   being  hereinafter   referred  to  as
"Incorporated Documents").  Any statement contained in an Incorporated
Document or deemed to be  incorporated  by  reference  herein shall be
deemed to be modified or superseded for purposes  hereof to the extent
that a statement  contained herein or in any other  subsequently filed
Incorporated Document modifies or supersedes such statement.  Any such
statement so modified or superseded shall not be deemed,  except as so
modified or superseded, to constitute a part hereof.

     ITEM 4. DESCRIPTION OF SECURITIES

     Not applicable.

     ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

     Certain  legal matters with respect to the shares of Common Stock
issued  pursuant to the LTM Holdings,  Inc. 1997 Stock  Incentive Plan
will be passed upon for LTM Holdings,  Inc. by Fried,  Frank,  Harris,
Shriver & Jacobson, a partnership including professional corporations,
New York, New York.

     As described  in the  Information  Circular/Prospectus,  upon the
closing of certain proposed  transactions,  Cineplex Odeon Corporation
will become a wholly owned  subsidiary  of LTM Holdings,  Inc.  (which
will be renamed Loews  Cineplex  Entertainment  Corporation),  and LTM
Holdings,  Inc. will acquire a 50% partnership  interest in Loeks-Star
Partners. The combined financial statements of LTM Holdings,  Inc. and
its  subsidiaries,  incorporated  by  reference  in this  Registration
Statement  from the Form S-4, as of February 28, 1997 and February 28,
1996 and for each of the three years in the period ended  February 28,
1997,  and  the  financial  statements  of  the  Loeks-Star  Partners,
incorporated by reference in this Registration Statement from the Form
S-4 as of February  27, 1997 and February 29, 1996 and for each of the
three fiscal years in the period ended February 27, 1997, have been so
incorporated  in  reliance  on the  reports of Price  Waterhouse  LLP,
independent  auditors,  given on the authority of said firm as experts
in accounting and auditing.  The consolidated  financial statements of
Cineplex  Odeon  Corporation  as of December 31, 1997 and 1996 and for
each of the  three  years  in the  period  ended  December  31,  1997,
incorporated  by reference  in this  Registration  Statement  from the
Annual Report on Form 10K of Cineplex Odeon Corporation filed with the
Commission on March 23, 1998,  have been audited by KPMG,  independent
auditors,  as stated in their report appearing in the Annual Report on
Form 10-K, and are  incorporated  herein by reference in reliance upon
their authority as experts in accounting and auditing. With respect to
the unaudited pro forma combined balance sheet as of November 30, 1997
and the related unaudited pro forma combined income statement data for
the year ended  February  28,  1997 and the  nine-month  period  ended
November 30,  1997,  incorporated  by  reference in this  Registration
Statement from the Form S-4,  Price  Waterhouse LLP reported that they
have  applied  limited  procedures  in  accordance  with  professional
standards in Canada for a compilation  of such  information.  However,
their  separate  report  dated  January  30,  1998,   incorporated  by
reference in this  Registration  Statement  from the Form S-4,  states
that they did not audit or review  and they do not  express an opinion
on the  unaudited  pro forma  combined  financial  information.  Price
Waterhouse LLP has not carried out any significant or additional audit
tests  or  review  procedures  beyond  those  which  would  have  been
necessary if their  reports had not been  included.  Accordingly,  the
degree  of  reliance  on their  report on such  information  should be
restricted  in  light  of  the  limited  nature  of  the   compilation
procedures  applied.  Price  Waterhouse  LLP  is  not  subject  to the
liability  provisions of Section 11 of the  Securities Act of 1933 for
their reports on the unaudited combined pro forma information  because
those  reports  are not a  "report"  or a "part"  of the  registration
statement  prepared or  certified by Price  Waterhouse  LLP within the
meaning of sections 7 and 11 of the Securities Act.

     ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 145 of the Delaware General  Corporation Law (the "DGCL")
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 in
connection  with specified  actions,  suits,  or  proceedings  whether
civil, criminal,  administrative, or investigative, other than actions
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
or not opposed to the best  interests  of the  corporation  and,  with
respect to any criminal action or proceeding,  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  attorney's fees)
incurred in connection  with the defense or settlement of such 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  VII  of  the  Amended  and   Restated   Certificate   of
Incorporation  of LTM  Holdings,  Inc. (the  "Restated  Certificate"),
requires LTM  Holdings,  Inc. to indemnify  any person who was or is a
party or is threatened to be made a party to any  threatened,  pending
or completed  action,  suit or proceeding,  whether  civil,  criminal,
administrative  or investigative  (other than an action by or in right
of LTM Holdings,  Inc.) by reason of the fact that he or she is or was
a director or officer of LTM  Holdings,  Inc. as a director,  officer,
employee or agent of another corporation,  partnership, joint venture,
trust or other  enterprise,  against  expenses  (including  attorney's
fees),  judgments,  fines and amounts paid in settlement  actually and
reasonably incurred by him or her in connection with such action, suit
or  proceeding  if he or she acted in good faith and in a manner he or
she reasonably  believed to be in or not opposed to the best interests
of LTM Holdings,  Inc.,  and,  with respect to any criminal  action or
proceeding,  had no reasonable cause to believe his or her conduct was
unlawful.

     Section 102(b)(7) of the DGCL permits a corporation to provide in
its  certificate of  incorporation  that a director of the corporation
shall 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 (i) any breach of the  director's  duty of
loyalty to the corporation or its stockholders, (ii) acts or omissions
not in good faith or which involve intentional misconduct or a knowing
violation  of law,  (iii)  payment of unlawful  dividends  or unlawful
stock purchases or redemptions, or (iv) any transaction from which the
director derived an improper personal benefit.

     Article IX of the Restated  Certificate provides that to the full
extent that the DGCL,  as it now exists or may  hereafter  be amended,
permits the limitation or elimination of the liability of directors, a
director of LTM  Holdings,  Inc.  shall not be liable to LTM Holdings,
Inc. 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 Restated Certificate  inconsistent with, such Article
IX shall not adversely affect any right or protection of a director of
LTM  Holdings,  Inc.  for or with  respect to any acts or omissions of
such director occurring prior to such amendment or repeal.

     LTM  Holdings,   Inc.  intends  to  enter  into   indemnification
agreements with its directors and officers  substantially  in the form
attached to the Form S-4 as Exhibit 10.7. These agreements provide, in
general,  that LTM Holdings,  Inc. will  indemnify  such directors and
officers  for, and hold them  harmless  from and against,  any and all
amounts paid in settlement or incurred by, or assessed  against,  such
directors  and  officers  arising  out of or in  connection  with  the
service of such directors and officers as a director or officer of LTM
Holdings,  Inc. or its  Affiliates  (as defined) to the fullest 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 LTM Holdings, Inc.(or any other entity at
the  request of LTM  Holdings,  Inc.) and (b) one year after the final
termination  of all pending or threatened  proceedings  for which such
director  or officer is or may be entitled  to  indemnification  under
such agreement.

     LTM Holdings,  Inc. maintains  directors' and officers' liability
insurance  which will provide for payment,  on behalf of the directors
and officers of LTM Holdings,  Inc. and its  subsidiaries,  of certain
losses of such  persons  (other than  matters  uninsurable  under law)
arising from claims,  including  claims  arising under the  Securities
Act, for acts or  omissions by such persons  while acting as directors
or officers of LTM Holdings, Inc. and/or its subsidiaries, as the case
may be.

     ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.

     ITEM 8. EXHIBITS

Exhibit No.                      Description
----------                       -----------
   
   4.1        LTM Holdings, Inc. 1997 Stock Incentive Plan (included as
              Annex J to the Management Information Circular and Proxy
              Statement/Prospectus that constitutes a part of the
              Registration Statement on Form S-4 filed with the
              Commission on February 13, 1998 (File No. 333-46313) (the
              "Form S-4"), and incorporated herein by reference).

   4.2        Cineplex Odeon Stock Option Plan, as amended effective
              June 6, 1996 (filed as Exhibit 10.1 to the Annual Report
              on Form 10K of Cineplex Odeon Corporation filed with the
              Commission on March 23, 1998 (File No.1-9454), and
              incorporated herein by reference).

   4.3        Plan of Arrangement (included as Annex E to the Form S-4,
              and incorporated herein by reference).

   4.4        Form of Amended and Restated Certificate of Incorporation
              of LTM Holdings, Inc. (included as Annex H to the Form
              S-4, and incorporated herein by reference).

   4.5        Form of Amended and Restated Bylaws of LTM Holdings, Inc.
              (filed as Exhibit 3.2 to the Form S-4, and incorporated
              herein by reference).

   4.6        Form of Common Stock Certificate (New York).

   4.7        Form of Common Stock Certificate (Toronto).

    5         Opinion of Fried, Frank, Harris, Shriver & Jacobson, as
              to the legality of the securities being registered.

   15         Letter of Price Waterhouse LLP regarding unaudited pro
              forma financial information.

  23.1        Consent of Price Waterhouse LLP.

  23.2        Consent of KPMG.

  23.3        Consent of Fried, Frank, Harris, Shriver & Jacobson
              (included in Exhibit 5).

   24         Powers of Attorney (included herein on page 7).


     ITEM 9. UNDERTAKINGS

     LTM Holdings, Inc. hereby undertakes:

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

               (a) To  include  any  prospectus  required  by  section
          10(a)(3) of the Securities Act of 1933;

               (b) 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; and

               (c) 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 the Registration Statement;

     provided,  however,  that  paragraphs (a) and (b) 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 LTM Holdings,  Inc.
     pursuant to Section 13 or Section  15(d) of the Exchange Act that
     are incorporated by reference in this Registration Statement.

          (2) That, for the purpose of determining any liability under
     the Securities  Act, each such  post-effective  amendment to 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.

          (3) 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.

          (4) That, for the purpose of determining any liability under
     the  Securities  Act, each filing of LTM Holdings,  Inc.'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  LTM  Holdings,  Inc.  pursuant  to  the
     foregoing provisions,  or otherwise,  LTM Holdings, Inc. 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 LTM  Holdings,  Inc. of expenses  incurred or
     paid  by  a  director,  officer  or  controlling  person  of  LTM
     Holdings,  Inc. 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,  LTM
     Holdings,  Inc.  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,  the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the  requirements  for filing on Form S-8 and it 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 May 12, 1998.

                                      LTM Holdings, Inc.

                                      By: /s/ John C. McBride, Jr.
                                          ----------------------------
                                          John C. McBride, Jr.

                          POWERS OF ATTORNEY

     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that  each  person  whose
signature  appears below  constitutes  and appoints John J. Walker and
John C. McBride,  Jr., and each or either of them, his or her true and
lawful  attorneys-in-fact  and agents,  each acting  alone,  with full
powers of substitution and resubstitution,  for such person and in his
or her name,  place and stead, in any and all capacities,  to sign any
and  all  amendments  (including  post-effective  amendments)  to this
Registration  Statement,  and to file  the  same,  with  all  exhibits
thereto,  and  other  documents  in  connection  therewith,  with  the
Commission, granting unto said attorney-in-fact and agents each acting
alone,  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 might or could be
done  in  person,  hereby  ratifying  and  confirming  all  that  said
attorneys-in-fact  and  agents,  each  acting  alone,  or  his  or her
substitute  or  substitutes,  may  lawfully  do or cause to be done by
virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act,  this
Registration  Statement has been signed below by the following persons
in the capacities and on the dates indicated.

        Signature                      Title                  Date
        ---------                      -----                  ----

  /s/ Lawrence J. Ruisi     President, Chief Executive    May 12, 1998
------------------------      Officer and Director
   Lawrence J. Ruisi

  /s/ John J. Walker       Senior Vice President, Chief    May 8, 1998
------------------------  Financial Officer and Treasurer
    John J. Walker

  /s/ Joseph Sparacio     Vice President and Controller   May 11, 1998
------------------------
    Joseph Sparacio

  /s/ Howard Stringer                 Director             May 7, 1998
------------------------
    Howard Stringer

  /s/ Marinus N. Henny                Director             May 7, 1998
------------------------
    Marinus N. Henny

                                      Director             May  , 1998
------------------------
    Robert J. Wynne

  /s/ Kenneth Lemberger               Director             May 8, 1998
------------------------
   Kenneth Lemberger

  /s/ Stanley Steinberg               Director             May 7, 1998
------------------------
   Stanley Steinberg

  /s/ Yuki Nozoe                      Director             May 8, 1998
------------------------
    Yuki Nozoe


                             EXHIBIT INDEX

Exhibit No.               Description of Exhibit                        Page
-----------               ----------------------                        ----

   4.1        LTM Holdings,  Inc. 1997 Stock Incentive Plan (included
              as Annex J to the Management  Information  Circular and
              Proxy  Statement/Prospectus  that constitutes a part of
              the  Registration  Statement on Form S-4 filed with the
              Commission  on February  13, 1998 (File No.  333-46313)
              (the   "Form   S-4"),   and   incorporated   herein  by
              reference).  

   4.2        Cineplex Odeon Stock Option Plan, as amended  effective
              June 6,  1996  (filed  as  Exhibit  10.1 to the  Annual
              Report on Form 10K of Cineplex Odeon  Corporation filed
              with the Commission on March 23, 1998 (File No.109454),
              and incorporated herein by reference).

   4.3        Plan of  Arrangement  (included  as Annex E to the Form
              S-4, and incorporated herein by reference).

   4.4        Form   of   Amended   and   Restated   Certificate   of
              Incorporation of LTM Holdings,  Inc. (included as Annex
              H  to  the  Form  S-4,  and   incorporated   herein  by
              reference).

   4.5        Form of Amended and  Restated  Bylaws of LTM  Holdings,
              Inc.  (filed  as  Exhibit  3.2 to  the  Form  S-4,  and
              incorporated herein by reference).

   4.6        Form of Common Stock Certificate (New York).

   4.7        Form of Common Stock Certificate (Toronto).

   5          Opinion  of Fried, Frank,  Harris,  Shriver & Jacobson 

   15         Letter of Price Waterhouse LLP regarding  unaudited pro
              forma financial information.

   23.1       Consent of Price Waterhouse LLP.

   23.2       Consent of KPMG.

   23.3       Consent  of Fried,  Frank,  Harris,  Shriver & Jacobson
              (included in Exhibit 5).

   24         Powers of Attorney (included herein on page 7).
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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 12,
                                 1998
                                                 REGISTRATION NO. 333-
======================================================================
                  SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C. 20549
                  -----------------------------------
                               FORM S-8
                        REGISTRATION STATEMENT
                                 UNDER
                      THE SECURITIES ACT OF 1933
                  -----------------------------------
                          LTM HOLDINGS, INC.
       (to be renamed Loews Cineplex Entertainment Corporation)
        (Exact name of registrant as specified in its charter)
       DELAWARE                                         13-3386485
   (State or other                                  (I.R.S. Employer
   jurisdiction of                                    Identification
   incorporation or                                      Number)
    organization)
                           711 FIFTH AVENUE
                              11TH FLOOR
                       NEW YORK, NEW YORK 10022
                            (212) 833-6200
                       (Address of registrant's
                          principal executive
                               offices)
             LTM HOLDINGS, INC. 1997 STOCK INCENTIVE PLAN

             CINEPLEX ODEON CORPORATION STOCK OPTION PLAN
                       (Full title of the plans)

                         JOHN C. MCBRIDE, JR.
                          LTM HOLDINGS, INC.
                           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    Proposed
  Title of Securities   Amount to  Maximum      Maximum    Amount of
   to be Registered     be         Offering    Aggregate  Registration
                        Registered Price Per   Offering       Fee
                           (1)     Share (2)    Price
======================================================================
LTM Holdings, Inc.
Common Stock, par       4,520,000  $17.80     $80,456,000  $23,734.52
value $0.01 per share     shares
(1)
======================================================================

(1)  If as a result of stock splits, stock dividends or similar
     transactions, the number of shares of Common Stock purported to
     be registered on this Registration Statement changes, the
     provisions of Rule 416 shall apply to this Registration
     Statement.

(2)  Reflects the market price of the capital stock of Cineplex Odeon
     Corporation to be exchanged for the common stock of the
     Registrant in connection with the transactions described in the
     Registrant's Registration Statement on Form S-4 (File No.
     333-46313) for the purpose of determining the registration fee
     pursuant to Rule 457(h) based upon the average high and low
     sales prices of the capital stock of Cineplex Odeon Corporation
     reported by the New York Stock Exchange, Inc. on May 8, 1998.

(3)  Pursuant to Rule 429(b), includes 3,128,623 shares of Common
     Stock covered by the Registrant's Registration Statement on 
     Form S-4 (File No. 333-46313) and $14,370.23 in filing fees
     paid by the Registrant in connection with the registration
     of such shares which is carried forward for the purpose of 
     payment of the registration fee hereunder.

                           EXPLANATORY NOTE

As permitted by the rules of the Securities and Exchange Commission,
(the "Commission"), this Registration Statement omits the information
specified in Part I of Form S-8.

                                PART II

          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

     The following  documents,  which have been filed by LTM Holdings,
Inc.  with the  Commission,  are  incorporated  by  reference  in this
Registration Statement as of their respective dates:

          (a)  The   Management   Information   Circular   and   Proxy
     Statement/Prospectus   (the  "Information   Circular/Prospectus")
     dated  February  13, 1998 filed with the  Commission  pursuant to
     Rule 424(b)  under the  Securities  Act of 1933,  as amended (the
     "Securities  Act"),  and  included  in its Form S-4  Registration
     Statement (File No. 333-46313) (the "Form S-4"); and

          (b) The consolidated  financial statements of Cineplex Odeon
     Corporation  as of December 31, 1997 and 1996 and for each of the
     three years in the period ended  December  31, 1997,  included in
     the Annual Report on Form 10K of Cineplex Odeon Corporation filed
     with the Commission on March 23, 1998 (File No.1-9454); and

     All  documents  filed  subsequent  to  the  date  hereof  by  LTM
Holdings,  Inc. with the Commission pursuant to Sections 13(a), 13(c),
14 and 15(d) of the  Securities  Exchange Act of 1934, as amended (the
"Exchange Act"), and prior to the filing of a post-effective amendment
hereto which  indicates that all  securities  offered hereby have been
sold or which deregisters all securities then remaining unsold,  shall
be deemed  to be  incorporated  by  reference  herein  and made a part
hereof from their respective dates of filing (such documents,  and the
documents   enumerated  above,   being  hereinafter   referred  to  as
"Incorporated Documents").  Any statement contained in an Incorporated
Document or deemed to be  incorporated  by  reference  herein shall be
deemed to be modified or superseded for purposes  hereof to the extent
that a statement  contained herein or in any other  subsequently filed
Incorporated Document modifies or supersedes such statement.  Any such
statement so modified or superseded shall not be deemed,  except as so
modified or superseded, to constitute a part hereof.

     ITEM 4. DESCRIPTION OF SECURITIES

     Not applicable.

     ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

     Certain  legal matters with respect to the shares of Common Stock
issued  pursuant to the LTM Holdings,  Inc. 1997 Stock  Incentive Plan
will be passed upon for LTM Holdings,  Inc. by Fried,  Frank,  Harris,
Shriver & Jacobson, a partnership including professional corporations,
New York, New York.

     As described  in the  Information  Circular/Prospectus,  upon the
closing of certain proposed  transactions,  Cineplex Odeon Corporation
will become a wholly owned  subsidiary  of LTM Holdings,  Inc.  (which
will be renamed Loews  Cineplex  Entertainment  Corporation),  and LTM
Holdings,  Inc. will acquire a 50% partnership  interest in Loeks-Star
Partners. The combined financial statements of LTM Holdings,  Inc. and
its  subsidiaries,  incorporated  by  reference  in this  Registration
Statement  from the Form S-4, as of February 28, 1997 and February 28,
1996 and for each of the three years in the period ended  February 28,
1997,  and  the  financial  statements  of  the  Loeks-Star  Partners,
incorporated by reference in this Registration Statement from the Form
S-4 as of February  27, 1997 and February 29, 1996 and for each of the
three fiscal years in the period ended February 27, 1997, have been so
incorporated  in  reliance  on the  reports of Price  Waterhouse  LLP,
independent  auditors,  given on the authority of said firm as experts
in accounting and auditing.  The consolidated  financial statements of
Cineplex  Odeon  Corporation  as of December 31, 1997 and 1996 and for
each of the  three  years  in the  period  ended  December  31,  1997,
incorporated  by reference  in this  Registration  Statement  from the
Annual Report on Form 10K of Cineplex Odeon Corporation filed with the
Commission on March 23, 1998,  have been audited by KPMG,  independent
auditors,  as stated in their report appearing in the Annual Report on
Form 10-K, and are  incorporated  herein by reference in reliance upon
their authority as experts in accounting and auditing. With respect to
the unaudited pro forma combined balance sheet as of November 30, 1997
and the related unaudited pro forma combined income statement data for
the year ended  February  28,  1997 and the  nine-month  period  ended
November 30,  1997,  incorporated  by  reference in this  Registration
Statement from the Form S-4,  Price  Waterhouse LLP reported that they
have  applied  limited  procedures  in  accordance  with  professional
standards in Canada for a compilation  of such  information.  However,
their  separate  report  dated  January  30,  1998,   incorporated  by
reference in this  Registration  Statement  from the Form S-4,  states
that they did not audit or review  and they do not  express an opinion
on the  unaudited  pro forma  combined  financial  information.  Price
Waterhouse LLP has not carried out any significant or additional audit
tests  or  review  procedures  beyond  those  which  would  have  been
necessary if their  reports had not been  included.  Accordingly,  the
degree  of  reliance  on their  report on such  information  should be
restricted  in  light  of  the  limited  nature  of  the   compilation
procedures  applied.  Price  Waterhouse  LLP  is  not  subject  to the
liability  provisions of Section 11 of the  Securities Act of 1933 for
their reports on the unaudited combined pro forma information  because
those  reports  are not a  "report"  or a "part"  of the  registration
statement  prepared or  certified by Price  Waterhouse  LLP within the
meaning of sections 7 and 11 of the Securities Act.

     ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

     Section 145 of the Delaware General  Corporation Law (the "DGCL")
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 in
connection  with specified  actions,  suits,  or  proceedings  whether
civil, criminal,  administrative, or investigative, other than actions
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
or not opposed to the best  interests  of the  corporation  and,  with
respect to any criminal action or proceeding,  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  attorney's fees)
incurred in connection  with the defense or settlement of such 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  VII  of  the  Amended  and   Restated   Certificate   of
Incorporation  of LTM  Holdings,  Inc. (the  "Restated  Certificate"),
requires LTM  Holdings,  Inc. to indemnify  any person who was or is a
party or is threatened to be made a party to any  threatened,  pending
or completed  action,  suit or proceeding,  whether  civil,  criminal,
administrative  or investigative  (other than an action by or in right
of LTM Holdings,  Inc.) by reason of the fact that he or she is or was
a director or officer of LTM  Holdings,  Inc. as a director,  officer,
employee or agent of another corporation,  partnership, joint venture,
trust or other  enterprise,  against  expenses  (including  attorney's
fees),  judgments,  fines and amounts paid in settlement  actually and
reasonably incurred by him or her in connection with such action, suit
or  proceeding  if he or she acted in good faith and in a manner he or
she reasonably  believed to be in or not opposed to the best interests
of LTM Holdings,  Inc.,  and,  with respect to any criminal  action or
proceeding,  had no reasonable cause to believe his or her conduct was
unlawful.

     Section 102(b)(7) of the DGCL permits a corporation to provide in
its  certificate of  incorporation  that a director of the corporation
shall 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 (i) any breach of the  director's  duty of
loyalty to the corporation or its stockholders, (ii) acts or omissions
not in good faith or which involve intentional misconduct or a knowing
violation  of law,  (iii)  payment of unlawful  dividends  or unlawful
stock purchases or redemptions, or (iv) any transaction from which the
director derived an improper personal benefit.

     Article IX of the Restated  Certificate provides that to the full
extent that the DGCL,  as it now exists or may  hereafter  be amended,
permits the limitation or elimination of the liability of directors, a
director of LTM  Holdings,  Inc.  shall not be liable to LTM Holdings,
Inc. 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 Restated Certificate  inconsistent with, such Article
IX shall not adversely affect any right or protection of a director of
LTM  Holdings,  Inc.  for or with  respect to any acts or omissions of
such director occurring prior to such amendment or repeal.

     LTM  Holdings,   Inc.  intends  to  enter  into   indemnification
agreements with its directors and officers  substantially  in the form
attached to the Form S-4 as Exhibit 10.7. These agreements provide, in
general,  that LTM Holdings,  Inc. will  indemnify  such directors and
officers  for, and hold them  harmless  from and against,  any and all
amounts paid in settlement or incurred by, or assessed  against,  such
directors  and  officers  arising  out of or in  connection  with  the
service of such directors and officers as a director or officer of LTM
Holdings,  Inc. or its  Affiliates  (as defined) to the fullest 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 LTM Holdings, Inc.(or any other entity at
the  request of LTM  Holdings,  Inc.) and (b) one year after the final
termination  of all pending or threatened  proceedings  for which such
director  or officer is or may be entitled  to  indemnification  under
such agreement.

     LTM Holdings,  Inc. maintains  directors' and officers' liability
insurance  which will provide for payment,  on behalf of the directors
and officers of LTM Holdings,  Inc. and its  subsidiaries,  of certain
losses of such  persons  (other than  matters  uninsurable  under law)
arising from claims,  including  claims  arising under the  Securities
Act, for acts or  omissions by such persons  while acting as directors
or officers of LTM Holdings, Inc. and/or its subsidiaries, as the case
may be.

     ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

     Not applicable.

     ITEM 8. EXHIBITS

Exhibit No.                      Description
----------                       -----------
   
   4.1        LTM Holdings, Inc. 1997 Stock Incentive Plan (included as
              Annex J to the Management Information Circular and Proxy
              Statement/Prospectus that constitutes a part of the
              Registration Statement on Form S-4 filed with the
              Commission on February 13, 1998 (File No. 333-46313) (the
              "Form S-4"), and incorporated herein by reference).

   4.2        Cineplex Odeon Stock Option Plan, as amended effective
              June 6, 1996 (filed as Exhibit 10.1 to the Annual Report
              on Form 10K of Cineplex Odeon Corporation filed with the
              Commission on March 23, 1998 (File No.1-9454), and
              incorporated herein by reference).

   4.3        Plan of Arrangement (included as Annex E to the Form S-4,
              and incorporated herein by reference).

   4.4        Form of Amended and Restated Certificate of Incorporation
              of LTM Holdings, Inc. (included as Annex H to the Form
              S-4, and incorporated herein by reference).

   4.5        Form of Amended and Restated Bylaws of LTM Holdings, Inc.
              (filed as Exhibit 3.2 to the Form S-4, and incorporated
              herein by reference).

   4.6        Form of Common Stock Certificate (New York).

   4.7        Form of Common Stock Certificate (Toronto).

    5         Opinion of Fried, Frank, Harris, Shriver & Jacobson, as
              to the legality of the securities being registered.

   15         Letter of Price Waterhouse LLP regarding unaudited pro
              forma financial information.

  23.1        Consent of Price Waterhouse LLP.

  23.2        Consent of KPMG.

  23.3        Consent of Fried, Frank, Harris, Shriver & Jacobson
              (included in Exhibit 5).

   24         Powers of Attorney (included herein on page 7).

     ITEM 9. UNDERTAKINGS

     LTM Holdings, Inc. hereby undertakes:

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

               (a) To  include  any  prospectus  required  by  section
          10(a)(3) of the Securities Act of 1933;

               (b) 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; and

               (c) 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 the Registration Statement;

     provided,  however,  that  paragraphs (a) and (b) 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 LTM Holdings,  Inc.
     pursuant to Section 13 or Section  15(d) of the Exchange Act that
     are incorporated by reference in this Registration Statement.

          (2) That, for the purpose of determining any liability under
     the Securities  Act, each such  post-effective  amendment to 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.

          (3) 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.

          (4) That, for the purpose of determining any liability under
     the  Securities  Act, each filing of LTM Holdings,  Inc.'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  LTM  Holdings,  Inc.  pursuant  to  the
     foregoing provisions,  or otherwise,  LTM Holdings, Inc. 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 LTM  Holdings,  Inc. of expenses  incurred or
     paid  by  a  director,  officer  or  controlling  person  of  LTM
     Holdings,  Inc. 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,  LTM
     Holdings,  Inc.  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,  the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the  requirements  for filing on Form S-8 and it 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 May 12, 1998.

                                      LTM Holdings, Inc.

                                      By: /s/ John C. McBride, Jr.
                                          ----------------------------
                                          John C. McBride, Jr.

                          POWERS OF ATTORNEY

     KNOW ALL  PERSONS  BY THESE  PRESENTS,  that  each  person  whose
signature  appears below  constitutes  and appoints John J. Walker and
John C. McBride,  Jr., and each or either of them, his or her true and
lawful  attorneys-in-fact  and agents,  each acting  alone,  with full
powers of substitution and resubstitution,  for such person and in his
or her name,  place and stead, in any and all capacities,  to sign any
and  all  amendments  (including  post-effective  amendments)  to this
Registration  Statement,  and to file  the  same,  with  all  exhibits
thereto,  and  other  documents  in  connection  therewith,  with  the
Commission, granting unto said attorney-in-fact and agents each acting
alone,  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 might or could be
done  in  person,  hereby  ratifying  and  confirming  all  that  said
attorneys-in-fact  and  agents,  each  acting  alone,  or  his  or her
substitute  or  substitutes,  may  lawfully  do or cause to be done by
virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act,  this
Registration  Statement has been signed below by the following persons
in the capacities and on the dates indicated.

        Signature                      Title                  Date
        ---------                      -----                  ----

  /s/ Lawrence J. Ruisi     President, Chief Executive    May 12, 1998
------------------------      Officer and Director
   Lawrence J. Ruisi

  /s/ John J. Walker       Senior Vice President, Chief    May 8, 1998
------------------------  Financial Officer and Treasurer
    John J. Walker

  /s/ Joseph Sparacio     Vice President and Controller   May 11, 1998
------------------------
    Joseph Sparacio

  /s/ Howard Stringer                 Director             May 7, 1998
------------------------
    Howard Stringer

  /s/ Marinus N. Henny                Director             May 7, 1998
------------------------
    Marinus N. Henny

                                      Director             May  , 1998
------------------------
    Robert J. Wynne

  /s/ Kenneth Lemberger               Director             May 8, 1998
------------------------
   Kenneth Lemberger

  /s/ Stanley Steinberg               Director             May 7, 1998
------------------------
   Stanley Steinberg

  /s/ Yuki Nozoe                      Director             May 8, 1998
------------------------
    Yuki Nozoe

                             EXHIBIT INDEX

Exhibit No.               Description of Exhibit                        Page
-----------               ----------------------                        ----

   4.1        LTM Holdings,  Inc. 1997 Stock Incentive Plan (included
              as Annex J to the Management  Information  Circular and
              Proxy  Statement/Prospectus  that constitutes a part of
              the  Registration  Statement on Form S-4 filed with the
              Commission  on February  13, 1998 (File No.  333-46313)
              (the   "Form   S-4"),   and   incorporated   herein  by
              reference).  

   4.2        Cineplex Odeon Stock Option Plan, as amended  effective
              June 6,  1996  (filed  as  Exhibit  10.1 to the  Annual
              Report on Form 10K of Cineplex Odeon  Corporation filed
              with the Commission on March 23, 1998 (File No.109454),
              and incorporated herein by reference).

   4.3        Plan of  Arrangement  (included  as Annex E to the Form
              S-4, and incorporated herein by reference).

   4.4        Form   of   Amended   and   Restated   Certificate   of
              Incorporation of LTM Holdings,  Inc. (included as Annex
              H  to  the  Form  S-4,  and   incorporated   herein  by
              reference).

   4.5        Form of Amended and  Restated  Bylaws of LTM  Holdings,
              Inc.  (filed  as  Exhibit  3.2 to  the  Form  S-4,  and
              incorporated herein by reference).

   4.6        Form of Common Stock Certificate (New York).

   4.7        Form of Common Stock Certificate (Toronto).

   5          Opinion  of Fried, Frank,  Harris,  Shriver & Jacobson 

   15         Letter of Price Waterhouse LLP regarding  unaudited pro
              forma financial information.

   23.1       Consent of Price Waterhouse LLP.

   23.2       Consent of KPMG.

   23.3       Consent  of Fried,  Frank,  Harris,  Shriver & Jacobson
              (included in Exhibit 5).

   24         Powers of Attorney (included herein on page 7).