FORM OF
                         NOTICE OF GUARANTEED DELIVERY
 
                                 FOR TENDER OF
               FLOATING RATE SENIOR SUBORDINATED NOTES DUE 2007
                     (INCLUDING THOSE IN BOOK-ENTRY FORM)
 
                                      OF
 
                        UNITED ARTISTS THEATRE COMPANY
 
  This form or one substantially equivalent hereto must be used to accept the
Exchange Offer of United Artists Theatre Company (formerly named Oscar I
Corporation) (the "Company") made pursuant to the Prospectus, dated       (the
"Prospectus"), if certificates for the outstanding Floating Rate Senior
Subordinated Notes due 2007 of the Company (the "Old Notes") are not
immediately available or if the procedure for book-entry transfer cannot be
completed on a timely basis or time will not permit all required documents to
reach the Exchange Agent prior to 5:00 p.m., New York City time, on the
Expiration Date of the Exchange Offer. Such form may be delivered or
transmitted by telegram, telex, facsimile transmission, mail or hand delivery
to State Street Bank and Trust Company of Missouri, N.A. (the "Exchange
Agent") as set forth below. In addition, in order to utilize the guaranteed
delivery procedure to tender Old Notes pursuant to the Exchange Offer, a
completed, signed and dated Letter of Transmittal (or facsimile thereof) must
also be received by the Exchange Agent prior to 5:00 p.m., New York City time,
on the Expiration Date. Capitalized terms not defined herein are defined in
the Prospectus.
 
  TO: STATE STREET BANK AND TRUST COMPANY OF MISSOURI, N.A., EXCHANGE AGENT.
 
                       By Registered or Certified Mail:
 
             State Street Bank and Trust Company of Missouri, N.A.
                      Two International Place, 4th Floor
                               Boston, MA 02110
                     Attention: Corporate Trust Department
                                 Kellie Mullen
 
                       By Overnight Courier or By Hand:
 
             State Street Bank and Trust Company of Missouri, N.A.
                            61 Broadway, 15th Floor
                              New York, NY 10016
                     Attention: Corporate Trust Department
 
                By Facsimile (for eligible institutions only):
 
                                (617) 664-5290
                     Attention: Corporate Trust Department
 
                             Confirm by Telephone:
 
                                (617) 664-5587
 
  DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR
TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE, WILL
NOT CONSTITUTE A VALID DELIVERY.

 
Ladies and Gentlemen:
 
  Upon the terms and conditions set forth in the Prospectus and the
accompanying Letter of Transmittal, the undersigned hereby tenders to the
Company the principal amount of Old Notes set forth below, pursuant to
the guaranteed delivery procedure described in "The Exchange Offer--Guaranteed
Delivery Procedures" section of the Prospectus.
 
Principal Amount of Old Notes Tendered:*
$ ___________________________________
 
Certificate Nos. (if available):
- -------------------------------------
 
Total Principal Amount Represented by Certificate(s):
$ ___________________________________
*Must be in denominations of principal amount of $1,000 and any integral
multiple thereof.
 
  All authority herein conferred or agreed to be conferred shall survive the
death or incapacity of the undersigned and every obligation of the undersigned
hereunder shall be binding upon the heirs, personal representatives,
successors and assigns of the undersigned.
 
                               PLEASE SIGN HERE
X ___________________________________     -------------------------------------
X ___________________________________     -------------------------------------
     Signature(s) of Owner(s) or                          Date
        Authorized Signatory
Area Code and Telephone Number: __________
 
  Must be signed by the holder(s) of Old Notes as their name(s) appear(s) on
certificates for Old Notes or on a security position listing, or by person(s)
authorized to become registered holder(s) by endorsement and documents
transmitted with this Notice of Guaranteed Delivery. If signature is by a
trustee, executor, administrator, guardian, attorney-in-fact, officer or other
person acting in a fiduciary or representative capacity, such person must set
forth his or her full title below. If Old Notes will be delivered by book-
entry transfer to The Depository Trust Company, provide account number.
 
                     PLEASE PRINT NAME(S) AND ADDRESS(ES)
Name(s):
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Capacity:
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Address(es):
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Account Number:
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                                       2

 
                                   GUARANTEE
 
                   (NOT TO BE USED FOR SIGNATURE GUARANTEE)
 
  The undersigned, a financial institution (including most banks, savings and
loan associations and brokerage houses) that is a participant in the
Securities Transfer Agents Medallion Program, the New York Stock Exchange
Medallion Signature Program or the Stock Exchanges Medallion Program, hereby
guarantees that the undersigned will deliver to the Exchange Agent the
certificates representing the Old Notes being tendered hereby or confirmation
of book-entry transfer of such Old Notes into the Exchange Agent's account at
The Depository Trust Company, in proper form for transfer, together with any
other documents required by the Letter of Transmittal within three New York
Stock Exchange trading days after the Expiration Date.
 
Name of Firm: _________________________________________________________________
 
Address: ______________________________________________________________________
 
   __________________________________________________________________________
 
Area Code & Telephone No.: ____________________________________________________
 
Authorized Signature: _________________________________________________________
 
Name: _________________________________________________________________________
                            (Please Type or Print)
 
Title: ________________________________________________________________________
 
Date: _________________________________________________________________________
 
NOTE: DO NOT SEND CERTIFICATES OF OLD NOTES WITH THIS FORM. CERTIFICATES OF
      OLD NOTES SHOULD BE SENT ONLY WITH A COPY OF THE PREVIOUSLY EXECUTED
      LETTER OF TRANSMITTAL.
 
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