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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * CAMPBELL MICHAEL L   2. Issuer Name and Ticker or Trading Symbol REGAL ENTERTAINMENT GROUP [RGC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Co-Chairman and Co-CEO (Last) (First) (Middle) C/O REGAL CINEMAS CORPORATION, 7132 REGAL LANE 3. Date of Earliest Transaction (Month/Day/Year) 05/04/2005 (Street) KNOXVILLE, TN 37918 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Common Stock 05/04/2005   M   2,000 A $ 5.37 25,380 D   Class A Common Stock 05/04/2005   S   1,500 D $ 20.5 23,880 D   Class A Common Stock 05/05/2005   M   30,533 A $ 5.37 54,413 D   Class A Common Stock 05/05/2005   S   18,600 D $ 20.4 35,813 D   Class A Common Stock 05/05/2005   S   4,300 D $ 20.5 31,513 D   Class A Common Stock 05/06/2005   M   32,800 A $ 5.37 64,313 D   Class A Common Stock 05/06/2005   S   26,700 D $ 20.4 37,613 D   Class A Common Stock 05/06/2005   S   4,500 D $ 20.44 33,113 D   Class A Common Stock 05/06/2005   S   700 D $ 20.42 32,413 D   Class A Common Stock 05/06/2005   S   600 D $ 20.43 31,813 D   Class A Common Stock 05/06/2005   S   300 D $ 20.41 31,513 D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (right to buy)

$ 5.37 (1)

05/04/2005

M

2,000

(2)

05/03/2012

Class A Common Stock

2,000

$ 0

1,888,465 (1)

D

Employee Stock Option (right to buy)

$ 5.37 (1)

05/05/2005

M

30,533

(2)

05/03/2012

Class A Common Stock

30,533

$ 0

1,857,932 (1)

D

Employee Stock Option (right to buy)

$ 5.37 (1)

05/06/2005

M

32,800

(2)

05/03/2012

Class A Common Stock

32,800

$ 0

1,825,132 (1)

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
CAMPBELL MICHAEL L C/O REGAL CINEMAS CORPORATION 7132 REGAL LANE KNOXVILLE, TN 37918	X		Co-Chairman and Co-CEO

Signatures

Peter B. Brandow, by power of attorney		05/06/2005
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	On June 2, 2004, Regal Entertainment Group paid an extraordinary cash dividend of $5.00 per share on each outstanding share of its Class A and Class B common stock to all stockholders of record as of May 21, 2004. Pursuant to the antidilution provisions of Regal Entertainment Group's 2002 Stock Incentive Plan, as amended, the exercise price and the number of shares of Class A common stock subject to unexercised options granted under such plan were adjusted to restore the economic position to that existing immediately before the extraordinary cash dividend. The exercise price and number of derivative securities beneficially owned following the reported transactions are reported herein after giving effect to such adjustments, which adjustments reduced the reporting person's stock option exercise price from $6.96 and increased the number of shares underlying the unexercised portion of the stock option from approximately 1,459,210 to approximately 1,890,465.
(2)	The stock option has vested with respect to 60% of the total underlying shares and vests with respect to an additional 20% of the total underlying shares on January 29 of each year until fully vested on January 29, 2007.

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