UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
                ----------------------------------

                            FORM 10-Q

X     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
              THE SECURITIES EXCHANGE ACT OF 1934

          For the quarterly period ended : May 31, 1997

                                OR

       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
- ---                 THE SECURITIES ACT OF 1934

        For the transition period from          to 
                                       --------    -------
                Commission File Number   333-2724
            -----------------------------------------


                      Cobb Theatres, L.L.C.
      (Exact name of Registrant as Specified in its Charter)


Alabama                                      63-1161322
(State or other jurisdiction of              (I.R.S. Employer
incorporation or organization)               Identification No.)



                        924 Montclair Road
                    Birmingham, Alabama  35213
             (Address of principal executive offices)
                          (205)591-2323
       (Registrant's telephone number, including area code)


 Indicate by check mark whether the registrant (1) has filed all
reports to be filed by Section 13 or 15 (d) of the Securities
Exchange Act of 1934 during the preceding 12 months  (or for such
shorter period that Registrant was required to file such
reports), and (2) has been subject to such filing requirements
for the past 90 days.


    Yes   Not Applicable                    No
          --------------                        -------------



                      COBB THEATRES, L.L.C.
                            FORM 10-Q
                FOR THE QUARTER ENDED May 31, 1997

                              INDEX


                                                      Page No.
                                                      --------
PART I.   FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

          Consolidated Statements of Operations             3

          Consolidated Balance Sheets                       4

          Consolidated Statements of Cash Flows             5

          Notes to Consolidated Financial Statements        6

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS     8


PART II.  OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS                                 13

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K                  13

          SIGNATURES                                        14




                            COBB THEATRES, L.L.C.
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                 (IN THOUSANDS)
                                  (UNAUDITED)



                                                                            THREE MONTHS          NINE MONTHS
                                                                           ENDED MAY 31,         ENDED MAY 31,
                                                                        --------------------  --------------------
                                                                                             
                                                                          1997       1996       1997       1996
                                                                        ---------  ---------  ---------  ---------
Revenues:
  Theatre admissions..................................................  $  20,947  $  19,117  $  59,532  $  55,700
  Concessions.........................................................      9,185      7,673     24,708     21,957
  Other...............................................................        642        668      1,937      2,055
                                                                        ---------  ---------  ---------  ---------
      Total revenues..................................................     30,774     27,458     86,177     79,712

Costs of revenues:
  Film rental.........................................................     10,603      9,155     30,031     27,008
  Concession..........................................................      1,373      1,148      3,811      3,335
                                                                        ---------  ---------  ---------  ---------
      Total cost of revenues..........................................     11,976     10,303     33,842     30,343
                                                                        ---------  ---------  ---------  ---------
      Gross profit....................................................     18,798     17,155     52,335     49,369

Operating expenses:
  Advertising.........................................................        780        834      2,382      2,414
  Payroll and related costs...........................................      3,735      3,512     10,969      9,916
  Occupancy...........................................................      7,185      6,360     20,862     18,777
  Repairs and maintenance.............................................        309        458      1,209      1,020
  General and administrative..........................................      2,034      2,008      5,581      5,773
  Depreciation and amortization.......................................      2,469      2,324      7,280      6,792
  Other...............................................................      1,123      1,233      3,301      3,470
                                                                        ---------  ---------  ---------  ---------
      Total operating expenses........................................     17,635     16,729     51,584     48,162
                                                                        ---------  ---------  ---------  ---------
      Operating income................................................      1,163        426        751      1,207
                                                                        ---------  ---------  ---------  ---------
Other income (deductions):
  Interest expense....................................................     (2,368)    (2,266)    (6,886)     (6,004)
  Interest income.....................................................         26         35         68         65
  Other...............................................................       (213)      (118)      (256)      (146)
                                                                        ---------  ---------  ---------  ---------
                                                                           (2,555)    (2,349)    (7,074)    (6,085)
                                                                        ---------  ---------  ---------  ---------
Income (loss) before income taxes.....................................     (1,392)    (1,923)    (6,323)    (4,878)
Income tax expense (benefit)..........................................      ( 508)      (592)    (2,296)    (1,671)
                                                                        ---------  ---------  ---------  ---------
Income (loss) before extraordinary item...............................       (884)    (1,331)    (4,027)    (3,207)
Extraordinary item--Loss on extinguishment of debt (net of income tax
  of $440)............................................................          0       (751)         0       (751)
                                                                        ---------  ---------  ---------  ---------
      Net income (loss)...............................................  $    (884) $  (2,082) $  (4,027) $  (3,958)
                                                                        ---------  ---------  ---------  ---------
                                                                        ---------  ---------  ---------  ---------

 
                See accompanying notes to financial statements.
 
                                       3




                             COBB THEATRES, L.L.C.
                          CONSOLIDATED BALANCE SHEETS
                                 (IN THOUSANDS)
 



                                                                         MAY 31,    AUGUST 31,
ASSETS                                                                    1997        1996
- ----------------------------------------------------------------------  ---------  ---------
                                                                       (UNAUDITED)     
                                                                             
Current assets:
  Cash and equivalents...............................................   $   1,290   $    8,073
  Receivables........................................................         589        1,236
  Other assets.......................................................       5,202        4,343
                                                                       -----------  ----------
      Total current assets...........................................       7,081       13,652

Property and equipment, net..........................................      83,357       79,683
Intangible assets, net...............................................      15,031       16,187
Other assets.........................................................       5,739        3,973
                                                                       -----------  ----------
      Total assets...................................................   $ 111,208   $  113,495
                                                                       -----------  ----------
                                                                       -----------  ----------
      LIABILITIES AND MEMBERS' EQUITY

Current liabilities:
  Accounts payable...................................................   $   4,430   $    4,276
  Accrued film rentals...............................................       6,775        4,833
  Accrued interest payable...........................................       2,317        4,759
  Accrued expenses and other liabilities.............................       4,472        4,836
  Revolving line of credit...........................................       2,476           --
  Obligations under capital leases, current installments.............         275          275
                                                                       -----------  ----------
      Total current liabilities......................................      20,745       18,979
Long-term debt.......................................................      85,000       85,000
Obligations under capital leases.....................................       1,328        1,532
Other long-term liabilites...........................................       5,105        4,927
                                                                       -----------  ----------
      Total liabilites...............................................     112,178      110,438
Commitments and contingencies
Members' equity......................................................        (970)       3,057
                                                                       -----------  ----------
      Total liabilities and members' equity..........................   $ 111,208   $  113,495
                                                                       -----------  ----------
                                                                       -----------  ----------


                See accompanying notes to financial statements.

                                       4

                                   COBB THEATRES, L.L.C.
                           CONSOLIDATED STATEMENTS OF CASH FLOWS
                                    (IN THOUSANDS)
                                      (UNAUDITED)



                                                               NINE MONTHS
                                                              ENDED MAY 31,
                                                        -----------------------
                                                         1997             1996
                                                         ----             ----

                                                               
Cash flows from operating activities:
  Net loss....................................         $(4,027)       $  (3,958)
  Adjustments to reconcile net loss to net
    cash used for operating activities:
    Depreciation and amortization.............           7,280            6,792
    (Gain) loss on asset dispositions.........             256              146
    Provision for deferred income taxes.......          (2,296)          (2,111)
    Extraordinary loss on debt extinguishment.             --               751
  (Increase) decrease in assets:
    Receivables...............................             647              329
    Other current assets......................             176             (592)
  Increase (decrease) in liabilities:
    Accounts payable..........................             154           (1,756)
    Accrued film rental.......................           1,942              477
    Accrued interest payable..................          (2,442)           2,152
    Accrued expenses and other liabilities....            (364)            (941)
                                                    -------------        --------
      Total adjustments.......................           5,353            5,247
                                                    -------------        --------
      Net cash provided by operating                     1,326
        activities............................                            1,289
                                                    -------------        --------
Cash flows from investing activites:
  Additions to property and equipment.........         (15,682)          (8,972)
  Sales of property and equipment                        5,340               --
  Other.......................................             (39)            (350)
                                                    -------------        --------
      Net cash used in investing activities...         (10,381)          (9,322)
                                                    -------------        --------
Cash flows from financing activities:
  Proceeds from senior secured notes..........              --           85,000
  Proceeds from senior subordinated notes.....              --           10,000
  Payments on senior subordinated notes.......              --          (10,000)
  Proceeds (payments) on long-term bank debt,               
    net.......................................              --          (60,798)
  Proceeds (payments) on revolving line of      
    credit....................................           2,476           (9,700)
  Principal payments under capital lease......            (204)            (146)
  Capitalized debt issue costs................              --           (4,376)
  Debt prepayment fees........................              --             (615)
                                                     ------------         -------
  Net cash provided by financing activities...           2,272            9,365
                                                     ------------         -------
  Net (decrease) increase in cash and                   
    equivalents...............................          (6,783)           1,332
  Cash and equivalents--beginning of period...           8,073            1,241
                                                     ------------         -------
  Cash and equivalents--end of period.........          $1,290        $   2,573
                                                     ------------         -------
                                                     -----------          -------
Supplemental disclosures of cash flow
  information:
 Cash paid for:   Interest                              $9,160        $   5,939
                                                      ----------          -------
                                                      ----------          -------
                  Income taxes                          $   --        $   1,634
                                                      ----------          -------
                                                      ----------          -------

                See accompanying notes to financial statements.

                                       5



                                   COBB THEATRES, L.L.C.
                             Notes to Consolidated Financial
                                      May 31, 1997
                                       (unaudited)
 
NOTE 1--BASIS OF PRESENTATION
 
Cobb Theatres, L.L.C. (the "Company") is an Alabama limited liability company 
engaged in the operation and management of multi-screen motion picture 
theatres.
 
The accompanying unaudited consolidated financial statements have been 
prepared in accordance with generally accepted accounting principles for 
interim financial information. Accordingly, they do not include all of the 
information and footnotes required by generally accepted accounting 
principles for complete financial statements. In the opinion of management, 
all adjustments (consisting of normal recurring accruals) considered 
necessary for a fair presentation have been included.
 
Due to the seasonal nature of the Company's business, operating results for 
the three months and nine months ended May 31, 1997 are not necessarily 
indicative of the results that may be expected for the year ending August 31, 
1997. For further information, refer to the audited consolidated financial 
statements and footnotes thereto included in the Form 10-K for the year ended 
August 31, 1996.
 
NOTE 2--EARNINGS PER SHARE
 
Earnings per share information is not presented as the Company is a limited 
liability company consisting of members' interests rather than shareholders' 
interests.
 
NOTE 3--LONG TERM DEBT
 
On March 6, 1996, the Company issued $85 million of 10 5/8% Senior Secured 
Notes due March 1, 2003. Concurrent with the issuance of the Senior Secured 
Notes, the Company entered into a $25 million New Credit Facility, led by one 
of its existing banks. Cobb Finance Corp. and the Company are joint and 
several obligors with respect to the Senior Secured Notes and the New Credit 
Facility.
 
The Senior Secured Notes and the New Credit Facility are fully and 
unconditionally guaranteed on a joint and several basis by a first pledge of 
the equity interests of the guarantor subsidiaries of the Company, all 
intercompany notes and a security interest in all of the assets (other than 
real property) of the Company's subsidiaries.

                                      6


 
NOTE 4--SUMMARIZED INCOME STATEMENT INFORMATION FOR
        GUARANTOR SUBSIDIARIES

R.C. Cobb, Inc. and Cobb Theatres II, Inc. (the guarantor subsidiaries) along 
with Cobb Finance Corp. are wholly-owned subsidiaries of the Company and 
comprise all of the direct subsidiaries of the Company. There are no indirect 
subsidiaries. Cobb Finance Corp. does not have any substantial operations or 
assets of any kind.

Summarized income statement information for the Company's guarantor 
subsidiaries is as follows:
 


                                                                  THREE MONTHS                  NINE MONTHS
                                                               ENDED MAY 31, 1997            ENDED MAY 31, 1997
                                                          ----------------------------  ----------------------------
                                                                            COBB                          COBB
                                                             R.C.       THEATRES II,       R.C.       THEATRES II,
                                                          COBB, INC.        INC.        COBB, INC.        INC.
                                                          -----------  ---------------  -----------  ---------------
                                                                                         

Total revenues..........................................   $  22,242      $   8,883      $  63,571      $  23,587
Cost of revenues........................................       8,320          3,656         24,034          9,808
Operating expenses......................................       9,740          3,743         29,083         10,619
General and administrative expenses.....................       1,953             81          5,405            176
Depreciation and amortization...........................       1,529            940          4,515          2,765
Operating income........................................         700            463            534            218
Interest expense, net...................................       1,146          1,193          3,468          3,350
Net income (loss).......................................        (419)          (465)        (2,038)        (1,989)


 
Separate financial statements and other disclosures concerning Cobb Finance 
Corp. and the guarantor subsidiaries are not presented because management has 
determined that separate disclosures for each of the two operating 
subsidiaries would not provide any additional information that would be 
material to investors that is not already presented in the consolidated 
financial statements.
 
NOTE 5--SUBSEQUENT EVENTS
 
On June 11, 1997, the Company entered into an agreement to merge with Regal 
Cinemas, Inc. of Knoxville, Tennessee. The transaction will be accounted for 
as a pooling of interests. The consideration of approximately $200 million 
consists of Regal common stock and the assumption of all outstanding 
indebtedness of Cobb Theatres. Consummation of the transaction is subject to 
customary closing conditions and the expiration of the waiting period under 
the Hart-Scott-Rodino Act. The Company expects the merger to be completed by 
the end of July 1997.

                                      7


 
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
           CONDITION AND RESULTS OF OPERATIONS
 
The following discussion of the financial condition and results of operations 
of the Company should be read in conjunction with the consolidated financial 
statements and the notes thereto included herein.
 
OVERVIEW
 
The Company's revenues are generated primarily from admission revenues and 
concession revenues. Additional revenues are generated by on-screen 
advertising and electronic video games installed in the lobbies of the 
Company's theatres. The two major components of admissions revenues are 
attendance and ticket prices. Attendance is most influenced by the quality of 
films released by distributors and, to a lesser extent, by expansions into 
new markets, competition and population growth in the geographic markets. 
Although the Company's ticket pricing in a particular market may change in 
response to competition and other factors, the Company's average ticket price 
has remained relatively stable throughout the periods presented. The 
Company's principal costs of operations are film rentals, costs of 
concessions, payroll, occupancy costs, such as theatre rentals, ad valorem 
taxes and utilities, advertising costs and other expenses, such as insurance.
 
The following table sets forth, for the fiscal periods indicated, the 
percentage of total revenues represented by certain items reflected in the 
Company's consolidated statements of operations:



                                                                                         PERCENTAGE OF TOTAL REVENUES
                                                                                  ------------------------------------------
                                                                                      THREE MONTHS          NINE MONTHS
                                                                                     ENDED MAY 31,         ENDED MAY 31,
                                                                                  --------------------  --------------------
                                                                                    1997       1996       1997       1996
                                                                                  ---------  ---------  ---------  ---------
                                                                                                       
Revenues:
    Theatre Admissions.........................................................       68.1%      69.6%      69.1%      69.9%
    Concessions................................................................       29.9%      27.9%      28.7%      27.5%
    Other......................................................................        2.0%       2.5%       2.2%       2.6%
                                                                                  ---------  ---------  ---------  ---------
      Total Revenues...........................................................      100.0%     100.0%     100.0%     100.0%
Cost of Revenues...............................................................       38.9%      37.5%      39.3%      38.1%
                                                                                  ---------  ---------  ---------  ---------
Gross Profit...................................................................       61.1%      62.5%      60.7%      61.9%
Other theatre operating costs..................................................       42.7%      45.1%      44.9%      44.7%
General and administrative expenses............................................        6.6%       7.3%       6.5%       7.2%
Depreciation and amortization..................................................        8.0%       8.5%       8.4%       8.5%
                                                                                  ---------  ---------  ---------  ---------
Operating income...............................................................        3.8%       1.5%       0.9%       1.5%
Interest expense, net..........................................................       (7.7%)     (8.1%)     (8.0%)     (7.5%)
Net income (loss)..............................................................       (2.9%)     (7.6%)     (4.7%)     (5.0%)
Other key ratios:
Film rental as a percentage of admission revenues..............................       50.6%      47.9%      50.4%      48.5%
Cost of concessions as a percentage of concession revenues.....................       14.9%      15.0%      15.4%      15.2%



                                      8



COMPARISON OF THE THREE MONTHS ENDED MAY 31, 1997 AND 1996
 
REVENUES.  Revenues increased 12.1% in the three months ended May 31, 1997 
(third quarter of fiscal 1997) to $30.8 million from $27.5 million in the 
three months ended May 31, 1996 (third quarter of fiscal 1996). The increase 
in revenues is attributable to a 4.3% increase in the average screen count, a 
$0.27 increase in the average ticket price and a $.25 increase in concession 
revenues per patron partially offset by a 213 patron decrease in average 
attendance per screen.
 
GROSS PROFIT.  Gross profit (consisting of revenues less film rental costs 
and cost of concessions) increased 9.6% in the third quarter of fiscal 1997 
to $18.8 million from $17.2 million in the third quarter of fiscal 1996. This 
increase is primarily attributable to the 12.1% increase in revenues, 
partially offset by the increase of 15.8% in film rental expense and 19.6% in 
costs of concessions. Gross profit as a percentage of total revenues (the 
"gross profit percentage") was 61.1% in the third quarter of fiscal 1997 and 
62.5% in the third quarter of fiscal 1996. The decrease in gross profit as a 
percentage of revenues resulted primarily from an increase in film rental 
costs as a percentage of theatre admissions from 47.9% to 50.6%.
 
OTHER THEATRE OPERATING COSTS.  Other theatre operating costs increased 5.9% 
in the third quarter of fiscal 1997 to $13.1 million from $12.4 million in 
the third quarter of fiscal 1996, primarily resulting from a 4.3% increase in 
the average screen count at a higher average cost per screen, partially 
offset by a decrease in repairs and maintenance expense, supplies expense and 
insurance expense. Other theatre operating costs as a percentage of revenues 
decreased to 42.7% in the third quarter of fiscal 1997 from 45.1% in the 
third quarter of fiscal 1996 primarily due to the reasons stated above as 
well as the overall increase in revenues.
 
GENERAL AND ADMINISTRATIVE EXPENSES.  General and administrative expenses 
increased 1.3% in the third quarter of fiscal 1997 compared to the third 
quarter of fiscal 1996. General and administrative expenses as a percentage 
of revenues decreased to 6.6% in the third quarter of fiscal 1997 from 7.3% 
in the third quarter of fiscal 1996 due to the increase in the Company's 
revenues.
 
DEPRECIATION AND AMORTIZATION.  Depreciation and amortization expense 
increased 6.2% in the third quarter of fiscal 1997 to $2.5 million from $2.3 
million in the third quarter of fiscal 1996. This increase was primarily the 
result of theatre property additions over the past twelve months.
 
INTEREST EXPENSE.  Interest expense increased 4.5% in the third quarter of 
fiscal 1997 to $2.4 million from $2.3 million in the third quarter of fiscal 
1996.
 
NET LOSS.  The Company incurred a net loss of $885,000 in the third quarter 
of fiscal 1997 compared to a net loss of $2.1 million in the third quarter of 
fiscal 1996, primarily resulting from the increase in revenues and the 
decrease in other theatre operating costs as a percentage of revenues , 
partially offset by the increase in film rental costs. In addition, the net 
loss for the third quarter of fiscal 1996 included an extraordinary loss on 
the extinguishment of debt of $751,000, net of income tax.

                                      9


 
COMPARISON OF THE NINE MONTHS ENDED MAY 31, 1997 AND 1996
 
REVENUES.  Revenues increased 8.1% in the nine months ended May 31, 1997 (the 
1997 period) to $86.2 million from $79.7 million in the nine months ended May 
31, 1996 (the 1996 period). The increase in revenues is attributable to a 
3.1% increase in the average screen count in the 1997 period from the 1996 
period, a $0.13 increase in the average ticket price and a $0.13 increase in 
concession revenues per patron.
 
GROSS PROFIT.  Gross profit (consisting of revenues less film rental costs 
and cost of concessions) increased 6.0% in the 1997 period to $52.3 million 
from $49.4 million in the 1996 period. This increase is primarily 
attributable to the 8.1% increase in revenues, partially offset by the 
increase of 11.2% in film rental expense and 14.3% in concession costs. Gross 
profit as a percentage of total revenues (the "gross profit percentage") 
decreased to 60.7% in the 1997 period from 61.9% in the 1996 period. The 
decrease in gross profit as a percentage of revenues resulted primarily from 
an increase in film rental costs as a percentage of theatre admissions from 
48.5% to 50.5%.
 
OTHER THEATRE OPERATING COSTS.  Other theatre operating costs increased 8.8% 
in the 1997 period to $38.7 million from $35.6 million in the 1996 period, 
primarily resulting from a 3.1% increase in the average screen count at a 
higher average cost per screen, an increase in payroll costs as a percentage 
of revenues and an increase in repairs and maintenance costs. Other theatre 
operating costs as a percentage of revenues increased to 44.9% in the 1997 
period from 44.7% in the 1996 period primarily due to the reasons stated 
above plus the fact that facility and other costs were incurred on 12 screens 
which were closed during most of the 1997 period for renovation and expansion 
plus an additional 14 screens which were closed for three and a half months 
for renovation and expansion.
 
GENERAL AND ADMINISTRATIVE EXPENSES.  General and administrative expenses 
decreased 3.3% in the 1997 period compared to the 1996 period. General and 
administrative expenses as a percentage of revenues decreased to 6.5% in the 
1997 period from 7.2% in the 1996 period due to the increase in the Company's 
revenues combined with the decrease in general and administrative expenses.
 
DEPRECIATION AND AMORTIZATION.  Depreciation and amortization expenses 
increased 7.2% in the 1997 period to $7.3 million from $6.8 million in the 
1996 period. This increase was primarily the result of theatre property 
additions over the past twelve months.
 
INTEREST EXPENSE.  Interest expense increased 14.7% in the 1997 period to 
$6.9 million from $6.0 million in the 1996 period. The increase was due to an 
increase in the average debt outstanding and higher interest rates on a 
significant portion of the Company's debt in the 1997 period versus the 1996 
period.
 
NET LOSS.  The Company incurred a net loss in the 1997 period of $4.0 million 
compared to a net loss of $4.0 million in the 1996 period. The net loss for 
the 1996 period included a loss on the extinguishment of debt of $751,000, 
net of income tax. The increased loss in the 1997 period was primarily due to 
the increase in film rental costs as a percentage of theatre admissions and 
the increase in other theatre operating costs and interest expense.

                                     10


 
LIQUIDITY AND CAPITAL RESOURCES
 
The Company's revenues are collected in cash, primarily through box office 
admissions and theatre concession revenues. The Company has an operating 
"float" which partially finances its operations and which permits the Company 
to maintain a small amount of working capital capacity. The "float" exists 
because its revenues are received in cash, while exhibition costs (primarily 
film rentals) are ordinarily paid to distributors within 14 to 45 days 
following receipt of admission revenues.
 
On March 6, 1996, the Company issued $85 million of 10 5/8% Senior Secured 
Notes due 2003 and entered into a $25 million New Credit Facility. Interest 
on the Senior Secured Notes is paid semi-annually and commenced on September 
1, 1996. The New Credit Facility consists of a seasonal revolving loan 
facility in the aggregate amount of $12.5 million (the "Seasonal Revolver") 
available for working capital purposes and a reducing revolving loan facility 
in the aggregate commitment amount of $12.5 million (the "Reducing Revolver") 
available for future capital expenditures.
 
Under the terms of the New Credit Facility, $12.5 million was available under 
the Seasonal Revolver at May 31, 1997 with $2.5 million outstanding. The 
Company will have access to the Reducing Revolver once its ratio of net debt 
to EBITDA is less than (i) 4.5 to 1.0, with respect to the first $7.0 million 
available under the Reducing Revolver and (ii) 4.25 to 1.0, with respect to 
the remaining $5.5 million available under the Reducing Revolver.
 
The New Credit Facility contains covenants that, among other things, restrict 
the ability of the Company to incur additional debt, create certain liens, 
make certain investments (including certain capital expenditures), pay 
dividends or make other distributions, sell assets of the Company or its 
subsidiaries, issue or sell equity interests of the Company's subsidiaries or 
enter into certain mergers or consolidations. Under the New Credit Facility, 
the Company is required to comply with specified financial ratios, including 
maximum net debt to EBITDA and minimum interest coverage and fixed charge 
coverage ratios.
 
The Company's primary capital requirements are for furniture and equipment 
relating to new theatre openings and for remodeling, expansion and 
maintenance of existing theatres. The Company prefers to develop theatres on 
a leasehold basis rather than a fee-owned basis due to the fact that the 
capital requirements associated with developing a theatre on a leasehold 
basis are significantly less than developing a theatre on a fee-owned basis. 
The Company has historically developed, and plans to continue developing, a 
significant portion of new theatres by entering into long-term, net leases 
which provide for the incurrence by the landlord of the construction costs of 
the theatre, other than those for furniture, fixtures and equipment, in 
exchange for the Company's entering into the lease. The Company historically 
has funded its capital expansion needs through financing activities and with 
excess funds generated from its operations.
 
During the nine months ended May 31, 1997, the Company made capital 
expenditures of approximately $15.7 million primarily for developing new 
theatres and adding new screens to existing theatres. During this period the 
Company opened three leased theatres with 34 screens and added 18 new screens 
to two leased theatres. The Company closed six leased theatres with 26 
screens resulting in a circuit total of 619 screens in 67 theatres as of May 
31, 1997.

                                     11


 
In December 1996, the Company completed the sale of two parcels of 
undeveloped land for approximately $4.0 million and simultaneously entered 
into leaseback arrangements for the development of two new theatres on these 
parcels with a total of 36 screens scheduled to be completed in November 1997.
 
Construction is underway in the development of four new theatres with a total 
of 83 screens which are scheduled to open prior to December 31, 1997.

                                     12


 
                           PART II--OTHER INFORMATION
 
ITEM 1. LEGAL PROCEEDINGS
 
From time to time, the Company is involved in various legal proceedings 
arising in the ordinary course of its business operations, such as personal 
injury claims, employment matters and contractual disputes. Management 
believes that the Company's potential liability with respect to proceedings 
currently pending is not material in the aggregate to the Company's 
consolidated financial position or results of operations.
 
ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K
 
(a)         Exhibits
 
Exhibit 2   Plan of acquisition
 
Exhibit 27  Financial Data Schedule
 
(b)         Reports on Form 8-K
 
The Registrant filed no Current Reports on Form 8-K during the period covered 
by this Quarterly Report on Form 10-Q.
 
No other Items of Form 10-Q are applicable to the Registrant for the period 
covered by this Quarterly Report on Form 10-Q.

                                     13


 
                                   SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the 
Registrant has duly caused this report to be signed on its behalf by the 
undersigned thereunto duly authorized.
 
                                       COBB THEATRES, L.L.C. 
                                       ----------------------
                                       (Registrant) 





                                   
Date:      7/15/97                      /s/ Robert M. Cobb
      ----------------------            ------------------
                                        Robert M. Cobb 
                                        President and Chief Executive Officer 




Date:       7/15/97                     /s/ Ricky W. Thomas
      ----------------------            -------------------
                                        Ricky W. Thomas 
                                        Senior Vice President and Chief Financial Officer



 
                                     14