1
 
                                     FILED PURSUANT TO RULE 424(B)(3) AND 424(C)
 
                                 SUPPLEMENT TO
       PROXY STATEMENT OF GEORGIA STATE THEATRES, INC. DATED MAY 1, 1996
            SPECIAL MEETING OF SHAREHOLDERS TO BE HELD MAY 30, 1996
 
              PROSPECTUS OF REGAL CINEMAS, INC. DATED MAY 1, 1996
                         912,000 SHARES OF COMMON STOCK
 
     This Supplement to the Proxy Statement/Prospectus provides an update with
respect to certain matters relating to Regal Cinemas, Inc. ("Regal").
 
Proposed Public Offering of Common Stock by Regal
 
     On May 9, 1996, Regal filed a Registration Statement with the Securities
and Exchange Commission covering a proposed public firm commitment underwritten
offering of 2,500,000 shares of its common stock. In connection with the
offering, Regal will also grant the underwriters an over-allotment option for an
additional 375,000 shares. Set forth below is a description of the proposed use
of proceeds of the offering by Regal and the pro forma capitalization of Regal
adjusted to reflect the application of the estimated proceeds of the offering.
 
                                USE OF PROCEEDS
 
     The net proceeds to Regal from the sale of the Common Stock at an assumed
price of $41.125 per share are estimated to be $97.7 million ($112.4 million if
the underwriters' over-allotment option is exercised in full) after deducting
the estimated underwriting discount and offering expenses payable by Regal.
Regal will utilize the net proceeds to repay amounts outstanding under its
credit facility (the "Credit Facility"). The indebtedness under the Credit
Facility has been incurred primarily to finance acquisitions and to construct
theatres. Borrowings thereunder currently bear interest at 6.44%, which is the
London Inter-Bank Offering Rate (LIBOR) plus 1%, and the facility matures in
June 2001. Currently, the borrowings under the Credit Facility are $114.0
million. Upon application of the net proceeds of the offering to repay a portion
of the Credit Facility, the balance of the Credit Facility will continue to be
available for borrowing pursuant to the terms thereof.
 
                                 CAPITALIZATION
 
     The following table sets forth the current indebtedness and capitalization
of Regal as of December 28, 1995, the pro forma current indebtedness and
capitalization of Regal after giving effect to the GST Merger and the Krikorian
Acquisition, and as adjusted to reflect the sale by Regal of the 2,500,000
shares of Common Stock and the application of the estimated net proceeds
therefrom as described under "Use of Proceeds."
 


                                                                 AS OF DECEMBER 28, 1995
                                                           ------------------------------------
                                                                                     PRO FORMA
                                                            ACTUAL     PRO FORMA    AS ADJUSTED
                                                           --------    ---------    -----------
                                                                  (DOLLARS IN THOUSANDS)
                                                                           
Current maturities of long-term debt.....................  $  9,800    $ 13,200      $      --
                                                           ========    =========    ===========
Total long-term debt, excluding current maturities.......  $ 92,450    $106,550      $  22,017
                                                           --------    ---------    -----------
Shareholders' equity:
  Preferred Stock, no par value; 1,000,000 shares
     authorized, none outstanding........................        --          --             --
  Common Stock, no par value, 50,000,000 shares
     authorized; 17,503,986 shares issued and
     outstanding; 18,885,986 shares issued and
     outstanding, pro forma; 21,385,986 shares issued and
     outstanding, pro forma as adjusted(1)...............    73,832      88,584        186,317
  Retained earnings......................................    28,221      31,319         31,319
                                                           --------    ---------    -----------
          Total shareholders' equity.....................   102,053     119,903        217,636
                                                           --------    ---------    -----------
               Total capitalization......................  $194,503    $226,453      $ 239,653
                                                           ========    =========    ===========

 
- ---------------
 
(1) Excludes (i) 2,026,407 shares of Common Stock reserved for issuance upon
     exercise of options granted pursuant to the Company's existing stock option
     plans at a weighted average exercise price of $13.10 per share and (ii)
     156,512 shares of Common Stock reserved for issuance upon exercise of
     outstanding warrants to purchase Common Stock.
 
 SHAREHOLDERS ARE REMINDED THAT THEY MAY CONTACT EITHER MARK MONROE OF REGAL AT
 (423) 925-9422 OR GUY LEROY WHITE OF GST AT (404) 266-2800 BEGINNING AT 12:00
  NOON E.D.T. ON TUESDAY, MAY 28, 1996, TO OBTAIN (I) THE CONVERSION RATIO FOR
EACH SERIES OF GST COMMON STOCK INTO REGAL COMMON STOCK, (II) THE AVERAGE PRICE
   AND (III) THE CLOSING BALANCE SHEET ADJUSTMENT. SHAREHOLDERS CALLING LONG
 DISTANCE MAY CALL COLLECT. THESE AMOUNTS WILL ALSO BE AVAILABLE AT THE SPECIAL
                                    MEETING.
                             ---------------------
 
 THE DATE OF THIS SUPPLEMENT TO THE PROXY STATEMENT/PROSPECTUS IS MAY 9, 1996.