content: <PAGE>   1
  
  
                As Filed With the Securities and Exchange Commission
                                   on May 18, 1998
                                                            Registration No. [  ]
  --------------------------------------------------------------------------------
  
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM S-8
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
  --------------------------------------------------------------------------------
  
  
                                 REGAL CINEMAS, INC.
               (Exact name of registrant as specified in its charter)
  
  
              TENNESSEE                                   62-1412720
   (State or other jurisdiction of           (I.R.S. Employer Identification No.)
    incorporation or organization)
  
     7132 COMMERCIAL PARK DRIVE
       KNOXVILLE, TENNESSEE                               37918
   (Address of Principal Executive Offices)             (Zip Code)
  
                    REGAL CINEMAS, INC. PARTICIPANT STOCK OPTION PLAN
                     REGAL CINEMAS, INC. EMPLOYEE STOCK OPTION PLAN
                           1993 EMPLOYEE STOCK INCENTIVE PLAN
                  1998 STOCK PURCHASE AND OPTION PLAN FOR KEY EMPLOYEES
                                 OF REGAL CINEMAS, INC.
                                (Full title of the plans)
  
                                   MICHAEL L. CAMPBELL
                          PRESIDENT AND CHIEF EXECUTIVE OFFICER
                               7132 COMMERCIAL PARK DRIVE
                               KNOXVILLE, TENNESSEE 37918
                                     (615) 525-4600
                (Name, Address, including Zip Code, and Telephone Number,
                 including Area Code, of Registrant's Agent for Service)
  
                                   WITH COPIES TO:
  
   F. MITCHELL WALKER, JR., ESQ.                    DAVID J. SORKIN, ESQ.
     BASS, BERRY & SIMS PLC                     SIMPSON THACHER & BARTLETT
   2700 FIRST AMERICAN CENTER                      425 LEXINGTON AVENUE
   NASHVILLE, TENNESSEE 37238                  NEW YORK, NEW YORK 10017-3954
        (615) 742-6200                               (212) 455-2000
  
                                   ---------------
  
          APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
      FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT
  
  <TABLE>
  <CAPTION>
  
                                                   CALCULATION OF REGISTRATION FEE
  ======================================================================================================================
                                                    Proposed maximum         Proposed maximum
  Title of securities to     Amount to be          offering price per       aggregate offering            Amount of
      be registered           registered              share(a)(b)                price(a)            registration fee(a)
  ----------------------------------------------------------------------------------------------------------------------
  <S>                      <C>                     <C>                       <C>                     <C>
  Common Stock, no
  par value                30,000,000 shares            $5.00                $150,000,000.00             $44,250.00
  ======================================================================================================================
  </TABLE>
  
  (a)      Pursuant to Rule 457(h) under the Securities Act of 1933, the proposed
           maximum offering price per share, the proposed maximum aggregate
           offering price and the amount of registration fee have been computed on
           the basis of the price at which common stock under the Plans will be
           sold, and the price at which options under the Plans may be exercised.
  (b)      Following consummation of the Registrant's proposed merger with
           affiliates of Kohlberg Kravis Roberts & Co. and Hicks, Muse, Tate &
           Furst Incorporated, it is anticipated that the Registrant will split
           its shares of common stock. The number of shares and offering price per
           share are computed on a post-split basis.
  
  
  <PAGE>   2
  
  
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.  Incorporation of Documents by Reference.
  
           The following documents filed by Regal Cinemas, Inc. (the "Registrant"
  or the "Company") with the Securities and Exchange Commission (the "Commission")
  are hereby incorporated by reference in this Registration Statement:
  
           (1)   The Registrant's Prospectus dated July 1, 1993, filed pursuant to
                 Rule 424(b) under the Securities Act of 1933, as amended.
  
           (2)   The description of the Registrant's Common Stock contained in
                 the Registration Statement, filed by the Registrant to register
                 such securities under the Exchange Act, including all amendments 
                 and reports filed for the purpose of updating such description
                 prior to the termination of the offering of Common Stock offered
                 hereby.
  
           (3)   The Company's Annual Report on Form 10-K for the fiscal year
                 ended January 1, 1998.
  
           (4)   The Company's Quarterly Report on Form 10-Q for the fiscal 
                 quarter ended April 2, 1998.
  
           All documents filed by the Registrant pursuant to Sections 13(a),
  13(c), 14 or 15(d) of the Exchange Act after the date hereof and prior to the
  filing of a post-effective amendment which indicates that all securities offered
  have been sold or which deregisters all securities then remaining unsold, shall
  be deemed to be incorporated by reference herein and to be a part hereof from
  the date of filing of such documents. Any statement contained in a document
  incorporated by reference herein shall be deemed to be modified or superseded
  for purposes hereof to the extent that a statement contained herein (or in any
  other subsequently filed document which also is incorporated by reference
  herein) modifies or supersedes such statement. Any statement so modified or
  superseded shall not be deemed to constitute a part hereof except as so modified
  or superseded.
  
  Item 4.  Description of Securities.
  
           Not Applicable.
  
  Item 5.  Interests of Named Experts and Counsel.
  
           Not Applicable.
  
  
  
                                        II-1
  
  <PAGE>   3
  
  
  
  Item 6.  Indemnification of Directors and Officers.
  
           The Tennessee Business Corporation Act ("TBCA") provides that a
  corporation may indemnify any of its directors and officers against liability
  incurred in connection with a proceeding if (i) such person acted in good faith;
  (ii) in the case of conduct in an official capacity with the corporation, he
  reasonably believed such conduct was in the corporation's best interests; (iii)
  in all other cases, he reasonably believed that his conduct was at least not
  opposed to the best interests of the corporation; and (iv) in connection with
  any criminal proceeding, such person had no reasonable cause to believe his
  conduct was unlawful. In actions brought by or in the right of the corporation,
  however, the TBCA provides that no indemnification may be made if the director
  or officer was adjudged to be liable to the corporation. The TBCA also provides
  that in connection with any proceeding charging improper personal benefit to an
  officer or director, no indemnification may be made if such officer or director
  is adjudged liable on the basis that such personal benefit was improperly
  received. Notwithstanding the foregoing, the TBCA provides that a court of
  competent jurisdiction, unless the corporation's charter provides otherwise,
  upon application, may order that an officer or director be indemnified for
  reasonable expenses if, in consideration of all relevant circumstances, the
  court determines that such individual is fairly and reasonably entitled to
  indemnification, notwithstanding the fact that (i) such officer or director was
  adjudged liable to the corporation in a proceeding by or in right of the
  corporation; (ii) such officer or director was adjudged liable on the basis that
  personal benefit was improperly received by him; or (iii) such officer or
  director breached his duty of care to the corporation. The TBCA also provides
  that a corporation may purchase and maintain on behalf of officers and directors
  insurance against any liability which may be asserted against such persons,
  whether or not the corporation would be able to indemnify such persons under the
  TBCA.
  
           The Registrant's Restated Charter provides that to the fullest extent
  permitted by law no director shall be personally liable to the Registrant or its
  shareholders for monetary damages for breach of any fiduciary duty as a
  director. Under the TBCA, this charter provision relieves the Registrant's
  directors from personal liability to the Registrant or its shareholders for
  monetary damages for breach of fiduciary duty as a director, except for
  liability arising from (i) any breach of the director's duty of loyalty, (ii)
  acts or omission not in good faith or which involve intentional misconduct or a
  knowing violation of law, or (iii) any unlawful distributions. In addition, the
  Registrant's Bylaws provide that each director and officer of the Registrant
  shall be indemnified by the Registrant to the fullest extent allowed by
  Tennessee law, and the Registrant has entered into indemnification agreements
  with each of the Registrant's directors and executive officers. The Registrant's
  Bylaws also provide that the Registrant may purchase and maintain on behalf of
  officers and directors insurance against any liability which may be asserted
  against such persons, whether or not the Registrant would be able to indemnify
  such persons under the TBCA of its Restated Charter and Bylaws. The Registrant
  maintains officers and directors liability insurance.
  
  Item 7.  Exemption From Registration Claimed.
  
           Not Applicable.
  
   
  
                                        II-2
  
  <PAGE>   4
  
  
  
  Item 8.  Exhibits
  
  <TABLE>
  <CAPTION>
  
  Exhibit Number                       Description
  --------------                       -----------
  <S>                 <C>
  
      4.1             Restated Charter of the Registrant (incorporated by
                      reference to Exhibit 3.1 of the Registrant's Registration
                      Statement on Form S-1, Registration No. 33-62868)
  
      4.2             Amended and Restated Bylaws of the Registrant (incorporated
                      by reference to Exhibit 3.2 of the Registrant's Registration
                      Statement on Form S-l, Registration No. 33-62868)
  
      4.3             Regal Cinemas, Inc. Participant Stock Option Plan
                      (incorporated by reference to Exhibit 10.3 of the
                      Registrant's Registration Statement on Form S-1,
                      Registration No. 33-62868)
  
      4.4             Regal Cinemas, Inc. Employee Stock Option Plan (incorporated
                      by reference to Exhibit 10.4 of the Registrant's
                      Registration Statement on Form S-1, Registration No.
                      33-62868)
  
      4.5             1993 Employee Stock Incentive Plan (incorporated by
                      reference to Exhibit 10.1 of the Registrant's Registration
                      Statement on Form S-1, Registration No. 33-62868)
  
      4.6             1998 Stock Purchase and Option Plan for Key Employees of
                      Regal Cinemas, Inc.
  
      4.7             Form of Management Stockholder's Agreement
  
      4.8             Form of Non-Qualified Stock Option Agreement
  
      4.9             Form of Sale Participation Agreement
  
      4.10            Form of Registration Rights Agreement
  
        5             Opinion of Bass, Berry & Sims
  
      23.1            Consent of Coopers & Lybrand
  
      23.2            Consent of Ernst & Young LLP
  
      23.3            Consent of Bass, Berry & Sims (included in Exhibit 5)
  
  
  </TABLE>
  
                                        II-3
  
  <PAGE>   5
  
  
  
  Item 9.  Undertakings.
  
           A. The Registrant hereby undertakes:
  
              (1) To file, during any period in which offers or sales are being 
  made, a post effective amendment to this Registration Statement; (i) to include
  any prospectus required by Section 10(a)(3) of the Securities Act; (ii) to
  reflect in the prospectus any facts or events arising after the effective date
  of the Registration Statement (or the most recent post-effective amendment
  thereof) which, individually or in the aggregate, represent a fundamental change
  in the information set forth in the Registration Statement; (iii) to include any
  material information with respect to the plan of distribution not previously
  disclosed in the Registration Statement or any material change to such
  information in the Registration Statement; provided, however, that paragraphs
  (A)(l)(i) and (A)(l)(ii) do not apply if the information required to be included
  in a post-effective amendment by those paragraphs is contained in periodic
  reports filed by the Registrant pursuant to Section 13 or 15(d) of the Exchange
  Act that are incorporated by reference in the Registration Statement.
  
              (2) That, for the purpose of determining any liability under the 
  Securities Act, each such post-effective amendment shall be deemed to be a new
  registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
              (3) To remove from registration by means of a post-effective
  amendment any of the securities being registered which remain unsold at the
  termination of the offering.
  
           B. The Registrant hereby undertakes that, for purposes of determining
  any liability under the Securities Act, each filing of the Registrant's annual
  report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is
  incorporated by reference in the Registration Statement shall be deemed to be a
  new registration statement relating to the securities offered herein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
           C. Insofar as indemnification for liabilities arising under the
  Securities Act may be permitted to directors, officers and controlling persons
  of the Registrant pursuant to the foregoing provisions, or otherwise, the
  Registrant has been advised that in the opinion of the Commission such
  indemnification is against public policy as expressed in the Securities Act and
  is, therefore, unenforceable. In the event that a claim for indemnification
  against such liabilities (other than the payment by the Registrant of expenses
  incurred or paid by a director, officer or controlling person of the Registrant
  in the successful defense of any action, suit or proceeding) is asserted by such
  director, officer or controlling person in connection with the securities being
  registered, the Registrant will, unless in the opinion of its counsel the matter
  has been settled by controlling precedent, submit to a court of appropriate
  jurisdiction the question whether such indemnification by it is against public
  policy as expressed in the Securities Act and will be governed by the final
  adjudication of such issue.
  
  
  
                                        II-4
  
  <PAGE>   6
  
  
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  Registrant certifies that it has reasonable grounds to believe that it meets all
  of the requirements for filing on Form S-8 and has duly caused this registration
  statement to be signed on its behalf by the undersigned, "thereunto duly
  authorized, in the City of Knoxville, State of Tennessee, on this 18th day of
  May 1998.
  
                                        REGAL CINEMAS, INC.
  
                                         By: /s/ Michael L. Campbell
                                             -------------------------------------
                                             Michael L. Campbell
                                             Chairman of the Board, President and
                                             Chief Executive Officer
  
           KNOW ALL MEN BY THESE PRESENTS, each person whose signature appears
  below hereby constitutes and appoints Michael L. Campbell and Lewis Frazer III,
  and each of them, his true and lawful attorneys-in-fact and agents, with full
  power of substitution and resubstitution, for him and in his name, place, and
  stead, in any and all capacities, to sign any and all amendments to this
  Registration Statement, and to file the same, with the Securities and Exchange
  Commission, granting unto said attorney-in-fact and agents full power and
  authority to do and perform each and every act and thing requisite and necessary
  to be done in and about the premises, as fully to all intents and purposes as he
  might or could do in person, hereby ratifying and confirming all that said
  attorneys-in-fact and agents, or their substitute or substitutes, may lawfully
  do or cause to be done by virtue hereof.
  
           Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated.
  
  
  
  <TABLE>
  <CAPTION>
  
  Signature                            Title                                Date
  ---------                            -----                                ----
  <S>                                  <C>                                  <C>
  /s/ Michael L. Campbell              Chairman of the Board,               May 18, 1998
  --------------------------------       President, Chief Executive
        Michael L. Campbell              Officer and Director       
                                         (Principal Executive
                                         Officer)
  
  /s/ Lewis Frazer III                 Chief Financial Officer and          May 18, 1998
  --------------------------------       Treasurer (Principal
        Lewis Frazer III                 Financial and Accounting     
                                         Officer)
  
  </TABLE>
  
  
  
  
   
                                        II-5
  
  <PAGE>   7
  
  <TABLE>
  
  <S>                                  <C>                                  <C>
  
  /s/ R. Neal Melton                   Vice President Construction-         May 18, 1998
  --------------------------------       Equipment, Secretary and
        R. Neal Melton                   Director         
                                                           
  /s/ Philip D. Borack                 Director                             May 18, 1998
  --------------------------------
        Philip D. Borack
  
  /s/ Michael E. Gellert               Director                             May 18, 1998
  --------------------------------
        Michael E. Gellert
  
  /s/ J. David Grissom                 Director                             May 18, 1998
  --------------------------------
        J. David Grissom
  
  /s/ William H. Lomicka               Director                             May 18, 1998
  --------------------------------
        William H. Lomicka
  
  /s/ Herbert S. Sanger, Jr.           Director                             May 18, 1998
  --------------------------------
        Herbert S. Sanger, Jr.
  
  /s/ Jack Tyrrell                     Director                             May 18, 1998
  --------------------------------
       Jack Tyrrell
  
  </TABLE>
  
                                                
  
                                        II-6
  
  <PAGE>   8
  
  
  
                                    EXHIBIT INDEX
  
  <TABLE>
  <CAPTION>
  
  
      Exhibit
       Number                                 Description
  ----------------  --------------------------------------------------------------
  <S>               <C>
        4.1         Restated Charter of the Registrant (incorporated by reference
                    to Exhibit 3.1 of the Registrant's Registration Statement on 
                    Form S-1, Registration No. 33-64930)
  
        4.2         Amended and Restated Bylaws of the Registrant (incorporated by
                    reference to Exhibit 3.2 of the Registrant's Registration 
                    Statement on Form S-1, Registration No. 33-64930)
  
        4.3         Regal Cinemas, Inc. Participant Stock Option Plan (incorporated
                    by reference to Exhibit 10.3 of the Registrant's Registration 
                    Statement on Form S-1, Registration No. 33-62868)
  
        4.4         Regal Cinemas, Inc. Employee Stock Option Plan (incorporated
                    by reference to Exhibit 10.4 of the Registrant's Registration 
                    Statement on Form S-l, Registration No. 33-62868)
  
        4.5         1993 Employee Stock Incentive Plan (incorporated by reference 
                    to Exhibit 10.1 of the Registrant's Registration Statement on 
                    Form S-1, Registration No. 33-62868)
  
        4.6         1998 Stock Purchase and Option Plan for Key Employees of Regal
                    Cinemas, Inc.
  
        4.7         Form of Management Stockholder's Agreement
  
        4.8         Form of Non-Qualified Stock Option Agreement
  
        4.9         Form of Sale Participation Agreement
  
        4.10        Form of Registration Rights Agreement
  
         5          Opinion of Bass, Berry & Sims
  
        23.1        Consent of Coopers & Lybrand
  
        23.2        Consent of Ernst & Young LLP
  
        23.3        Consent of Bass, Berry & Sims (included in Exhibit 5)
  
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21689}]
metadata_filer: {"company-data": {"conformed-name": "REGAL CINEMAS INC", "cik": "0000905035", "assigned-sic": "7830", "irs-number": "621412720", "state-of-incorporation": "TN", "fiscal-year-end": "0102"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-52943", "film-number": "98627425"}, "business-address": {"street1": "7132 COMMERCIAL PARK DR", "city": "KNOXVILLE", "state": "TN", "zip": "37918", "phone": "4239221123"}, "mail-address": {"street1": "7132 COMMERCIAL PARK DR", "city": "KNOXVILLE", "state": "TN", "zip": "37918"}}
text: 1
  
                As Filed With the Securities and Exchange Commission
                                   on May 18, 1998
                                                            Registration No. [  ]
  --------------------------------------------------------------------------------
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM S-8
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
  --------------------------------------------------------------------------------
  
                                 REGAL CINEMAS, INC.
               (Exact name of registrant as specified in its charter)
  
              TENNESSEE                                   62-1412720
   (State or other jurisdiction of           (I.R.S. Employer Identification No.)
    incorporation or organization)
  
     7132 COMMERCIAL PARK DRIVE
       KNOXVILLE, TENNESSEE                               37918
   (Address of Principal Executive Offices)             (Zip Code)
  
                    REGAL CINEMAS, INC. PARTICIPANT STOCK OPTION PLAN
                     REGAL CINEMAS, INC. EMPLOYEE STOCK OPTION PLAN
                           1993 EMPLOYEE STOCK INCENTIVE PLAN
                  1998 STOCK PURCHASE AND OPTION PLAN FOR KEY EMPLOYEES
                                 OF REGAL CINEMAS, INC.
                                (Full title of the plans)
  
                                   MICHAEL L. CAMPBELL
                          PRESIDENT AND CHIEF EXECUTIVE OFFICER
                               7132 COMMERCIAL PARK DRIVE
                               KNOXVILLE, TENNESSEE 37918
                                     (615) 525-4600
                (Name, Address, including Zip Code, and Telephone Number,
                 including Area Code, of Registrant's Agent for Service)
  
                                   WITH COPIES TO:
  
   F. MITCHELL WALKER, JR., ESQ.                    DAVID J. SORKIN, ESQ.
     BASS, BERRY & SIMS PLC                     SIMPSON THACHER & BARTLETT
   2700 FIRST AMERICAN CENTER                      425 LEXINGTON AVENUE
   NASHVILLE, TENNESSEE 37238                  NEW YORK, NEW YORK 10017-3954
        (615) 742-6200                               (212) 455-2000
  
                                   ---------------
  
          APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
      FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT
  CALCULATION OF REGISTRATION FEE
  ======================================================================================================================
                                                    Proposed maximum         Proposed maximum
  Title of securities to     Amount to be          offering price per       aggregate offering            Amount of
      be registered           registered              share(a)(b)                price(a)            registration fee(a)
  ----------------------------------------------------------------------------------------------------------------------
  Common Stock, no
  par value                30,000,000 shares            $5.00                $150,000,000.00             $44,250.00
  ======================================================================================================================
  (a)      Pursuant to Rule 457(h) under the Securities Act of 1933, the proposed
           maximum offering price per share, the proposed maximum aggregate
           offering price and the amount of registration fee have been computed on
           the basis of the price at which common stock under the Plans will be
           sold, and the price at which options under the Plans may be exercised.
  (b)      Following consummation of the Registrant's proposed merger with
           affiliates of Kohlberg Kravis Roberts & Co. and Hicks, Muse, Tate &
           Furst Incorporated, it is anticipated that the Registrant will split
           its shares of common stock. The number of shares and offering price per
           share are computed on a post-split basis.
  2
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.  Incorporation of Documents by Reference.
  
           The following documents filed by Regal Cinemas, Inc. (the "Registrant"
  or the "Company") with the Securities and Exchange Commission (the "Commission")
  are hereby incorporated by reference in this Registration Statement:
  
           (1)   The Registrant's Prospectus dated July 1, 1993, filed pursuant to
                 Rule 424(b) under the Securities Act of 1933, as amended.
  
           (2)   The description of the Registrant's Common Stock contained in
                 the Registration Statement, filed by the Registrant to register
                 such securities under the Exchange Act, including all amendments 
                 and reports filed for the purpose of updating such description
                 prior to the termination of the offering of Common Stock offered
                 hereby.
  
           (3)   The Company's Annual Report on Form 10-K for the fiscal year
                 ended January 1, 1998.
  
           (4)   The Company's Quarterly Report on Form 10-Q for the fiscal 
                 quarter ended April 2, 1998.
  
           All documents filed by the Registrant pursuant to Sections 13(a),
  13(c), 14 or 15(d) of the Exchange Act after the date hereof and prior to the
  filing of a post-effective amendment which indicates that all securities offered
  have been sold or which deregisters all securities then remaining unsold, shall
  be deemed to be incorporated by reference herein and to be a part hereof from
  the date of filing of such documents. Any statement contained in a document
  incorporated by reference herein shall be deemed to be modified or superseded
  for purposes hereof to the extent that a statement contained herein (or in any
  other subsequently filed document which also is incorporated by reference
  herein) modifies or supersedes such statement. Any statement so modified or
  superseded shall not be deemed to constitute a part hereof except as so modified
  or superseded.
  
  Item 4.  Description of Securities.
  
           Not Applicable.
  
  Item 5.  Interests of Named Experts and Counsel.
  
           Not Applicable.
  
                                        II-1
  3
  
  Item 6.  Indemnification of Directors and Officers.
  
           The Tennessee Business Corporation Act ("TBCA") provides that a
  corporation may indemnify any of its directors and officers against liability
  incurred in connection with a proceeding if (i) such person acted in good faith;
  (ii) in the case of conduct in an official capacity with the corporation, he
  reasonably believed such conduct was in the corporation's best interests; (iii)
  in all other cases, he reasonably believed that his conduct was at least not
  opposed to the best interests of the corporation; and (iv) in connection with
  any criminal proceeding, such person had no reasonable cause to believe his
  conduct was unlawful. In actions brought by or in the right of the corporation,
  however, the TBCA provides that no indemnification may be made if the director
  or officer was adjudged to be liable to the corporation. The TBCA also provides
  that in connection with any proceeding charging improper personal benefit to an
  officer or director, no indemnification may be made if such officer or director
  is adjudged liable on the basis that such personal benefit was improperly
  received. Notwithstanding the foregoing, the TBCA provides that a court of
  competent jurisdiction, unless the corporation's charter provides otherwise,
  upon application, may order that an officer or director be indemnified for
  reasonable expenses if, in consideration of all relevant circumstances, the
  court determines that such individual is fairly and reasonably entitled to
  indemnification, notwithstanding the fact that (i) such officer or director was
  adjudged liable to the corporation in a proceeding by or in right of the
  corporation; (ii) such officer or director was adjudged liable on the basis that
  personal benefit was improperly received by him; or (iii) such officer or
  director breached his duty of care to the corporation. The TBCA also provides
  that a corporation may purchase and maintain on behalf of officers and directors
  insurance against any liability which may be asserted against such persons,
  whether or not the corporation would be able to indemnify such persons under the
  TBCA.
  
           The Registrant's Restated Charter provides that to the fullest extent
  permitted by law no director shall be personally liable to the Registrant or its
  shareholders for monetary damages for breach of any fiduciary duty as a
  director. Under the TBCA, this charter provision relieves the Registrant's
  directors from personal liability to the Registrant or its shareholders for
  monetary damages for breach of fiduciary duty as a director, except for
  liability arising from (i) any breach of the director's duty of loyalty, (ii)
  acts or omission not in good faith or which involve intentional misconduct or a
  knowing violation of law, or (iii) any unlawful distributions. In addition, the
  Registrant's Bylaws provide that each director and officer of the Registrant
  shall be indemnified by the Registrant to the fullest extent allowed by
  Tennessee law, and the Registrant has entered into indemnification agreements
  with each of the Registrant's directors and executive officers. The Registrant's
  Bylaws also provide that the Registrant may purchase and maintain on behalf of
  officers and directors insurance against any liability which may be asserted
  against such persons, whether or not the Registrant would be able to indemnify
  such persons under the TBCA of its Restated Charter and Bylaws. The Registrant
  maintains officers and directors liability insurance.
  
  Item 7.  Exemption From Registration Claimed.
  
           Not Applicable.
  
   
  
                                        II-2
  4
  
  Item 8.  Exhibits
  Exhibit Number                       Description
  --------------                       -----------
  4.1             Restated Charter of the Registrant (incorporated by
                      reference to Exhibit 3.1 of the Registrant's Registration
                      Statement on Form S-1, Registration No. 33-62868)
  
      4.2             Amended and Restated Bylaws of the Registrant (incorporated
                      by reference to Exhibit 3.2 of the Registrant's Registration
                      Statement on Form S-l, Registration No. 33-62868)
  
      4.3             Regal Cinemas, Inc. Participant Stock Option Plan
                      (incorporated by reference to Exhibit 10.3 of the
                      Registrant's Registration Statement on Form S-1,
                      Registration No. 33-62868)
  
      4.4             Regal Cinemas, Inc. Employee Stock Option Plan (incorporated
                      by reference to Exhibit 10.4 of the Registrant's
                      Registration Statement on Form S-1, Registration No.
                      33-62868)
  
      4.5             1993 Employee Stock Incentive Plan (incorporated by
                      reference to Exhibit 10.1 of the Registrant's Registration
                      Statement on Form S-1, Registration No. 33-62868)
  
      4.6             1998 Stock Purchase and Option Plan for Key Employees of
                      Regal Cinemas, Inc.
  
      4.7             Form of Management Stockholder's Agreement
  
      4.8             Form of Non-Qualified Stock Option Agreement
  
      4.9             Form of Sale Participation Agreement
  
      4.10            Form of Registration Rights Agreement
  
        5             Opinion of Bass, Berry & Sims
  
      23.1            Consent of Coopers & Lybrand
  
      23.2            Consent of Ernst & Young LLP
  
      23.3            Consent of Bass, Berry & Sims (included in Exhibit 5)
  II-3
  5
  
  Item 9.  Undertakings.
  
           A. The Registrant hereby undertakes:
  
              (1) To file, during any period in which offers or sales are being 
  made, a post effective amendment to this Registration Statement; (i) to include
  any prospectus required by Section 10(a)(3) of the Securities Act; (ii) to
  reflect in the prospectus any facts or events arising after the effective date
  of the Registration Statement (or the most recent post-effective amendment
  thereof) which, individually or in the aggregate, represent a fundamental change
  in the information set forth in the Registration Statement; (iii) to include any
  material information with respect to the plan of distribution not previously
  disclosed in the Registration Statement or any material change to such
  information in the Registration Statement; provided, however, that paragraphs
  (A)(l)(i) and (A)(l)(ii) do not apply if the information required to be included
  in a post-effective amendment by those paragraphs is contained in periodic
  reports filed by the Registrant pursuant to Section 13 or 15(d) of the Exchange
  Act that are incorporated by reference in the Registration Statement.
  
              (2) That, for the purpose of determining any liability under the 
  Securities Act, each such post-effective amendment shall be deemed to be a new
  registration statement relating to the securities offered therein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
              (3) To remove from registration by means of a post-effective
  amendment any of the securities being registered which remain unsold at the
  termination of the offering.
  
           B. The Registrant hereby undertakes that, for purposes of determining
  any liability under the Securities Act, each filing of the Registrant's annual
  report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is
  incorporated by reference in the Registration Statement shall be deemed to be a
  new registration statement relating to the securities offered herein, and the
  offering of such securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
           C. Insofar as indemnification for liabilities arising under the
  Securities Act may be permitted to directors, officers and controlling persons
  of the Registrant pursuant to the foregoing provisions, or otherwise, the
  Registrant has been advised that in the opinion of the Commission such
  indemnification is against public policy as expressed in the Securities Act and
  is, therefore, unenforceable. In the event that a claim for indemnification
  against such liabilities (other than the payment by the Registrant of expenses
  incurred or paid by a director, officer or controlling person of the Registrant
  in the successful defense of any action, suit or proceeding) is asserted by such
  director, officer or controlling person in connection with the securities being
  registered, the Registrant will, unless in the opinion of its counsel the matter
  has been settled by controlling precedent, submit to a court of appropriate
  jurisdiction the question whether such indemnification by it is against public
  policy as expressed in the Securities Act and will be governed by the final
  adjudication of such issue.
  
                                        II-4
  6
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  Registrant certifies that it has reasonable grounds to believe that it meets all
  of the requirements for filing on Form S-8 and has duly caused this registration
  statement to be signed on its behalf by the undersigned, "thereunto duly
  authorized, in the City of Knoxville, State of Tennessee, on this 18th day of
  May 1998.
  
                                        REGAL CINEMAS, INC.
  
                                         By: /s/ Michael L. Campbell
                                             -------------------------------------
                                             Michael L. Campbell
                                             Chairman of the Board, President and
                                             Chief Executive Officer
  
           KNOW ALL MEN BY THESE PRESENTS, each person whose signature appears
  below hereby constitutes and appoints Michael L. Campbell and Lewis Frazer III,
  and each of them, his true and lawful attorneys-in-fact and agents, with full
  power of substitution and resubstitution, for him and in his name, place, and
  stead, in any and all capacities, to sign any and all amendments to this
  Registration Statement, and to file the same, with the Securities and Exchange
  Commission, granting unto said attorney-in-fact and agents full power and
  authority to do and perform each and every act and thing requisite and necessary
  to be done in and about the premises, as fully to all intents and purposes as he
  might or could do in person, hereby ratifying and confirming all that said
  attorneys-in-fact and agents, or their substitute or substitutes, may lawfully
  do or cause to be done by virtue hereof.
  
           Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated.
  Signature                            Title                                Date
  ---------                            -----                                ----
  /s/ Michael L. Campbell              Chairman of the Board,               May 18, 1998
  --------------------------------       President, Chief Executive
        Michael L. Campbell              Officer and Director       
                                         (Principal Executive
                                         Officer)
  
  /s/ Lewis Frazer III                 Chief Financial Officer and          May 18, 1998
  --------------------------------       Treasurer (Principal
        Lewis Frazer III                 Financial and Accounting     
                                         Officer)
  II-5
  7
  /s/ R. Neal Melton                   Vice President Construction-         May 18, 1998
  --------------------------------       Equipment, Secretary and
        R. Neal Melton                   Director         
                                                           
  /s/ Philip D. Borack                 Director                             May 18, 1998
  --------------------------------
        Philip D. Borack
  
  /s/ Michael E. Gellert               Director                             May 18, 1998
  --------------------------------
        Michael E. Gellert
  
  /s/ J. David Grissom                 Director                             May 18, 1998
  --------------------------------
        J. David Grissom
  
  /s/ William H. Lomicka               Director                             May 18, 1998
  --------------------------------
        William H. Lomicka
  
  /s/ Herbert S. Sanger, Jr.           Director                             May 18, 1998
  --------------------------------
        Herbert S. Sanger, Jr.
  
  /s/ Jack Tyrrell                     Director                             May 18, 1998
  --------------------------------
       Jack Tyrrell
  II-6
  8
  
                                    EXHIBIT INDEX
  Exhibit
       Number                                 Description
  ----------------  --------------------------------------------------------------
  4.1         Restated Charter of the Registrant (incorporated by reference
                    to Exhibit 3.1 of the Registrant's Registration Statement on 
                    Form S-1, Registration No. 33-64930)
  
        4.2         Amended and Restated Bylaws of the Registrant (incorporated by
                    reference to Exhibit 3.2 of the Registrant's Registration 
                    Statement on Form S-1, Registration No. 33-64930)
  
        4.3         Regal Cinemas, Inc. Participant Stock Option Plan (incorporated
                    by reference to Exhibit 10.3 of the Registrant's Registration 
                    Statement on Form S-1, Registration No. 33-62868)
  
        4.4         Regal Cinemas, Inc. Employee Stock Option Plan (incorporated
                    by reference to Exhibit 10.4 of the Registrant's Registration 
                    Statement on Form S-l, Registration No. 33-62868)
  
        4.5         1993 Employee Stock Incentive Plan (incorporated by reference 
                    to Exhibit 10.1 of the Registrant's Registration Statement on 
                    Form S-1, Registration No. 33-62868)
  
        4.6         1998 Stock Purchase and Option Plan for Key Employees of Regal
                    Cinemas, Inc.
  
        4.7         Form of Management Stockholder's Agreement
  
        4.8         Form of Non-Qualified Stock Option Agreement
  
        4.9         Form of Sale Participation Agreement
  
        4.10        Form of Registration Rights Agreement
  
         5          Opinion of Bass, Berry & Sims
  
        23.1        Consent of Coopers & Lybrand
  
        23.2        Consent of Ernst & Young LLP
  
        23.3        Consent of Bass, Berry & Sims (included in Exhibit 5)