1

===============================================================================



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                              ______________________



                                    FORM 8-A


                       FOR REGISTRATION OF CERTAIN CLASSES OF
                               SECURITIES PURSUANT TO
                             SECTION 12(b) OR (g) OF THE
                           SECURITIES EXCHANGE ACT OF 1934



                             ______________________



                        CINEMASTAR LUXURY THEATERS, INC.
              (Exact name of registrant as specified in the charter)



        CALIFORNIA                                   33-0451054
(State or Other Jurisdiction             (I.R.S. Employer Identification No.)
of Incorporation or Organization)

                             431 College Boulevard
                          Oceanside, California 92057
                                 (619) 630-2011
  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)


         Securities registered pursuant to Section 12(b) of the Act:


   Title of each class          Name of each exchange on which
   to be so registered          each class is to be registered




                                      None

          Securities registered pursuant to Section 12(g) of the Act:


                          Class B Redeemable Warrants


===============================================================================

   2
                   INFORMATION REQUIRED IN REGISTRATION STATEMENT


Item 1.          Description of Registrant's Securities to be Registered.

                 The response to this item is incorporated, in part, by
                 reference from the sections entitled "Description of
                 Securities" in the Preliminary Prospectus dated May 3, 1996,
                 as filed with the Securities and Exchange Commission on May 3,
                 1996  pursuant to Rule 424(b) under the Securities Act of 1933
                 (file number 333-4422).

Item 2.          Exhibits.

      1.         Draft of Warrant Agreement dated as of ____ __, 1996, by and
                 among Registrant, Continental Stock Transfer & Trust Company
                 and The Boston Group, L.P. (including form of Class B
                 Redeemable Warrant Certificate), is hereby incorporated by
                 reference from Exhibit 4.6 to Registrant's Registration
                 Statement on Form SB-2 as filed with the Securities and
                 Exchange Commission on May 3, 1996 (file number 333-4422).

                                   SIGNATURE


                 Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized.


Dated:  May 16, 1996                CINEMASTER LUXURY THEATERS, INC.




                                    By: /s/ John Ellison, Jr.
                                       ________________________________
                                       John Ellison, Jr., President
                                          and Chief Executive Officer