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                       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 (Date of earliest event reported): September 14, 1998
                               (September 9, 1998)


                               REGAL CINEMAS, INC.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


             Tennessee                  333-52943               62-1412720
- --------------------------------  ------------------------   -------------------
   (State or other jurisdiction   (Commission File Number)    (I.R.S. Employer
         of incorporation)                                   Identification No.)

7132 Commercial Park Drive, Knoxville, Tennessee                 37918
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   (Address of principal executive offices)                   (Zip Code)



       Registrant's telephone number, including area code: (423) 922-1123


                                 Not Applicable
- -------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)


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Item 4.  Changes in Registrant's Certifying Accountant.
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(a)(1):
         (i)      On September 9, 1998, the Registrant dismissed
                  PricewaterhouseCoopers LLP ("PWC") as independent public
                  accountants.

         (ii)     PWC's reports on the financial statements of the Registrant
                  for the two fiscal years ended January 1, 1998 contain no
                  adverse opinion or disclaimer of opinion and were not
                  qualified or modified as to uncertainty, audit scope or
                  accounting principles.

         (iii)    The decision to change accountants was approved by the Audit
                  Committee of the Board of Directors of the Registrant.

         (iv)     For the two most recent fiscal years ended January 1, 1998 and
                  through September 9, 1998, there has been no disagreement
                  between the Registrant and PWC on any matter of accounting
                  principles or practices, financial statement disclosure, or
                  auditing scope or procedure, which disagreement, if not
                  resolved to the satisfaction of PWC, would have caused PWC to
                  make a reference to the subject matter of the disagreement in
                  connection with its reports.

         (v)      During the two most recent fiscal years ended January 1, 1998
                  and through September 9, 1998, the Registrant has not been
                  advised of any matters described in Regulation S-K, Item
                  304(a)(1)(v)(A)-(D).

                  The Registrant has requested that PWC furnish it with a letter
                  addressed to the Securities and Exchange Commission stating
                  whether or not PWC agrees with the above statements. A copy of
                  such letter will be filed as Exhibit 99.1 to this Form 8-K,
                  when received.

(b)      New Independent Accountants:

         (i)      The Registrant engaged Deloitte & Touche LLP ("Deloitte &
                  Touche") as its new independent accountants as of September 9,
                  1998. Prior to such date, the Registrant did not consult with
                  Deloitte & Touche regarding (i) the application of accounting
                  principles to a specified transaction, either completed or
                  proposed; or the type of audit opinion that might be rendered
                  on the Registrant's financial statements or (ii) any matter
                  that was either the subject of a disagreement (as defined in
                  paragraph 304(a)(1)(iv) and the related instructions to Item
                  304) or a reportable event (as described in paragraph
                  304(a)(1)(v)).

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.
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(a)      Not applicable.
(b)      Not applicable.
(c)      Exhibits: See Exhibit Index following signature page.



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                                   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 hereunto duly authorized.

                                      REGAL CINEMAS, INC.


Date: September 14, 1998              By: /s/ Lewis Frazer III
                                         ---------------------------------------
                                              Lewis Frazer III
                                              Executive Vice President and Chief
                                              Financial Officer



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                                  EXHIBIT INDEX




         No.      Document
         ---      --------
               
         99.1     Letter from PricewaterhouseCoopers LLP to be filed by 
                  amendment.