UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT

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


Date of Report                  September 29, 1999
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                         United Artists Theatre Company
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             (Exact name of registrant as specified in its charter)


                                     333-56985
         Delaware                    333-56999                  84-1198391
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(State of other jurisdiction   (Commission File Number)       (IRS Employer
    of incorporation)                                       Identification No.)


   9110 E. Nichols Avenue, Suite 200, Englewood, CO                  80112
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       (Address of principal executive offices)                    (zip code)


Registrant's telephone number, including area code       (303) 792-3600
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                                    No change
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          (Former name or former address, if changed since last report)






ITEM 5.  OTHER EVENTS

Effective September 27, 1999, United Artists Theatre Company ("United Artists")
amended its credit agreement dated April 21, 1998.

A copy of the amendment is filed as an exhibit.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

Exhibits:
    4.    Third Amendment, dated as of September 27, 1999, to the Credit
          Agreement dated as of April 21, 1998.


Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.



                                    UNITED ARTISTS THEATRE COMPANY
                                              (Registrant)


Date:  September 29, 1999              /s/ Trent J. Carman
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                                      By:  Trent J. Carman
                                      Chief Financial Officer