UNITED STATES

OMB APPROVAL

SECURITIES AND EXCHANGE COMMISSION

OMB Number:
3235-0145

Washington, D.C. 20549

Expires:
December 31, 2005

SCHEDULE 13G

Estimated average burden hours per response. . 11

o

Rule 13d-1(b)

o

Rule 13d-1(c)

ý

Rule 13d-1(d)

CUSIP No.  758766 10 9

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Anschutz Company

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

ý

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

6.

Shared Voting Power
73,708,639

7.

Sole Dispositive Power
0

8.

Shared Dispositive Power
73,708,639

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
73,708,639

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
58.3%

12.

Type of Reporting Person (See Instructions)
CO

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Philip F. Anschutz

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

ý

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
United States of America

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

6.

Shared Voting Power
73,708,639

7.

Sole Dispositive Power
0

8.

Shared Dispositive Power
73,708,639

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
73,708,639

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
58.3%

12.

Type of Reporting Person (See Instructions)
IN

Explanatory Note

This Amendment No. 1 to Schedule 13G is filed solely to report Anschutz Company’s warrant exercise, which resulted in Anschutz Company owning the shares underlying the warrant that were previously reported as beneficially owned directly in the original Schedule 13G.  The percent of class owned changed from the percent previously reported solely because the Issuer’s outstanding shares of Class A common stock increased.

Item 1.

(a)

Name of Issuer
Regal Entertainment Group ("Issuer").

(b)

Address of Issuer’s Principal Executive Offices
9110 East Nichols Avenue, Suite 200
Centennial, Colorado 80112

Item 2.

(a)

Name of Person Filing
This statement is filed by Anschutz Company ("AC") and Philip F. Anschutz ("Anschutz").

(b)

Address of Principal Business Office or, if none, Residence
The address of the Principal Business Office for AC and Anschutz is as follows:

555 17th Street, Suite 2400
Denver, Colorado 80202

(c)

Citizenship
AC is a Delaware corporation.

Anschutz is a citizen of the United States of America.

(d)

Title of Class of Securities
Class A Common Stock, par value $0.001 per share ("Class A Common Stock").

(e)

CUSIP Number
758766 10 9

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Not applicable.

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

As of December 31, 2003:

(a)

Amount beneficially owned:   

AC beneficially owned 73,708,639 shares of Class A Common Stock of Issuer through its ownership of 73,708,639 shares of Class B Common Stock of Issuer, which are convertible

into a like number of shares of Class A Common Stock. Anschutz owns 100% of the outstanding capital stock of AC.  Therefore, Anschutz may be deemed to control AC, and each of them may be deemed to share the power to vote and dispose of the shares of Class A Common Stock to which this statement relates.

(b)

Percent of class:   

AC:                         58.3%

Anschutz:              58.3%

(c)

Number of shares as to which the person has:

AC:

(i)

Sole power to vote or to direct the vote   

0

(ii)

Shared power to vote or to direct the vote    

73,708,639

(iii)

Sole power to dispose or to direct the disposition of   

0

(iv)

Shared power to dispose or to direct the disposition of   

73,708,639

Anschutz:

(i)

Sole power to vote or to direct the vote   

0

(ii)

Shared power to vote or to direct the vote    

73,708,639

(iii)

Sole power to dispose or to direct the disposition of   

0

(iv)

Shared power to dispose or to direct the disposition of   

73,708,639

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.

Not applicable.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not applicable.

Item 8.

Identification and Classification of Members of the Group

The identities of each member of the group are provided in Exhibit A to the original Schedule 13G.

Item 9.

Notice of Dissolution of Group

Not applicable.

Item 10.

Certification

Not applicable.

Date:  February 13, 2004

ANSCHUTZ COMPANY

By:

Philip F. Anschutz

Title:  Chairman

By: 

/s/ Robert M. Swygood

Name:  Robert M. Swysgood

Title:  Attorney-in-Fact

Date:  February 13, 2004

PHILIP F. ANSCHUTZ

By:

/s/ Robert M. Swygood

Name:  Robert M. Swysgood

Title:  Attorney-in-Fact