SecProbe.io

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Mail Stop 3561

      July 14, 2005

Via U.S. Mail

Mr. John J. Walker
Senior Vice President and Chief Financial Officer
Loews Cineplex Entertainment Corporation
711 Fifth Avenue
New York, New York  10022

Re: 	Loews Cineplex Entertainment Corporation
	Amendment No. 1 to Registration Statement on Form S-4
	Filed June 29, 2005
	File No. 333-124111

Dear Mr. Walker,

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.  All page references are to the marked version you
provided.

      The purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to
enhance
the overall disclosure in your filing.  We look forward to working
with you in these respects and welcome any questions you may have
about our comments or on any other aspect of our review.  Feel
free
to call us at the telephone numbers listed at the end of this
letter.

Prospectus Summary, page 1
Recent Developments, page 3
1. Please revise to briefly describe the change of control
repurchase
offer.

2. Please revise your disclosure here to briefly describe how you
expect the merger will affect the guarantees related to the
Exchange
notes as well as obligations of AMC.  We note your disclosure on
page
16, the last paragraph of the risk factor titled "Our level of
indebtedness..."
3. Please revise to disclose when you expect the merger to close.

Risk Factors, page 15
Our ability to generate sufficient cash flow, page 19
4. We note your revisions made in response to prior comment 10.
Please revise this subheading to state the risk to investors that
you
discuss in the text.

We may not be able to fulfill our repurchase obligations, page 16
5. Please create two separate risk factors to reflect the
different
risks discussed in the text.  In one risk factor, please discuss
the
risk that any change of control would constitute a default under
your
senior secured credit facility.  In the other risk factor, please
discuss the risk that you may not have available funds to pay the
change of control purchase price and that none of the holders of
the
notes may receive the change of control purchase price for their
notes.  Please revise your subheadings accordingly.

The Exchange Offer, page 35
Terms of the Exchange Offer, page 36
6. We note your response to prior comment 17 and reissue.  Please
revise to indicate that you will extend the offer period if
necessary
so that at least five business days remain in the offer following
notice of the material change.  Please refer to Section II.C. of
Exchange Act Release No. 43069 (July 31, 2000) and Footnote 70 of
Exchange Act Release No. 23421 (July 11, 1986).

Exhibit 5.1
7. We note your response to prior comment 33.  Please file the
supporting legal opinions for the remaining New Jersey guarantors
with your next amendment.

Exhibit 5.2
8. Please refer to page 2.  Assuming that Loews Bristol and Loews
Connecticut have received adequate consideration is an
impermissible
statement that qualifies your opinion.  Please revise.

9. Please refer to page 2.  Delete qualification number 2.  You
are
entitled to rely on certificates from officers as to facts, but
you
may not limit the opinion to subjective knowledge of particular
attorneys.
10. Also remove the reference to your knowledge and experience in
numbered opinion 4.
11. Please refer to page 2.  Stating that your opinions relate
only
to the "Organization and Authorization Documents" listed in
Schedule
B of the letter is an impermissible statement which qualifies your
opinion.  Please revise.
12. Please refer to page 3.  Please omit the last sentence of the
second to last paragraph that begins with "Except as expressly set
forth above..."  You may not limit reliance on the opinion.
13. Please refer to page 3.  Please omit the first sentence of the
last paragraph or refile the opinion dated the date of
effectiveness.

Exhibit 5.3
14. Please refer to page 2.  Please omit the last paragraph.  It
is
inappropriate to qualify your opinion by stating that you are not
familiar with the Issuer`s or Guarantors` legal affairs or
regulatory
regimes.
15. Please refer to page 3, section III. A.  Stating that your
opinion is based solely on review of the State Good Standing
Certificate is an impermissible statement which qualifies your
opinion.  Please revise.
16. Please refer to page 4.  Please delete qualification D.  Also
delete qualification E.  You are entitled to rely on officer`s
certificates as to fact if it seems prudent to do so.
17. Please refer to page 4, qualification F, "No Duty to
Supplement
or Update Opinion."  Please omit this section or refile the
opinion
dated the date of effectiveness.

Exhibit 5.6
18. Please refer to page 2.  Please delete the second paragraph.
19. Please refer to your assumptions that begin on page 2.
Paragraphs H, I, J, K, L, M and N are impermissible assumptions
that
qualify your opinion. Please revise.

20. Please refer to page 5.  Please omit the second sentence of
the
last paragraph that begins with "This opinion may be relied upon
by
you..."  You may not limit reliance on the opinion.
21. Please refer to page 5.  Please omit the second to last
sentence
of the last paragraph that begins with "The opinions that we
express
above are as of the date of this opinion only..." or refile the
opinion dated the date of effectiveness.

Exhibit 5.7
22. Please refer to the first sentence of the second full
paragraph
on page 2.  Delete the phrase "in our experience."

Exhibit 5.8
23. Please refer to your assumptions on page 2.  Paragraphs 1, 2
and
3 are impermissible assumptions that qualify your opinion. Please
revise.

* * * * *

      As appropriate, please amend the registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that

* Should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* The action of the Commission or the staff, acting pursuant to
delegated authority in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* The company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Cari Kerr at (202) 551-3310 or Michael Fay
at
(202) 551-3812 if you have questions regarding comments on the
financial statements and related matters.  Please contact Rolaine
Bancroft at (202) 551-3313 or me at (202) 551-3755 with any other
questions.

      Regards,

Max A. Webb

cc:	Jane D. Goldstein, Esq.
	William M. Shields, Esq.
      Ropes & Gray LLP
	via facsimile:  (617) 951-7050

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Mr. John J. Walker
Loews Cineplex Entertainment Corporation
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