INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a)
(Amendment No. 3)*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

Peter B. Brandow
Executive Vice President, General Counsel and Secretary
Regal Entertainment Group
7132 Regal Lane
Knoxville, Tennessee  37918

(865) 922-1123

Richard J. Mattera

Hogan Lovells US LLP

1200 Seventeenth Street, Suite 1500

Denver, Colorado 80202

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. x

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on following pages)

(1) Consists of 21,452,792 common membership units of National CineMedia, LLC, which are held by one of Regal Entertainment Group’s wholly owned subsidiaries, Regal CineMedia Holdings, LLC (as more fully explained in Item 5 to this Amendment No. 3), and which are immediately redeemable on a one-to-one basis for shares of National CineMedia, Inc. Common Stock, or a cash payment equal to the market price of one share of National CineMedia, Inc.’s Common Stock.

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(2) Anschutz Company beneficially owns 73,708,639 shares of Class A Common Stock (“Class A Common Stock”) of Regal Entertainment Group through its ownership of 23,708,639 shares of Class B Common Stock of Regal Entertainment Group, which are convertible into a like number of shares of Class A Common Stock and 50,000,000 shares of Class A Common Stock.  Such ownership represents approximately 78.1% of the voting power of Regal Entertainment Group.  Therefore, Anschutz Company may be deemed to control Regal Entertainment Group.  Philip F. Anschutz owns 100% of the outstanding capital stock of Anschutz Company.  Therefore, Mr. Anschutz may be deemed to control Anschutz Company.  As a result, each of them may be deemed to share the power to vote and dispose of the shares of Common Stock of National CineMedia, Inc. that may be deemed to be be neficially owned by Regal Entertainment Group.

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EXPLANATORY NOTE.

This Amendment No. 3 (“Amendment No. 3”) to the Schedule 13D originally filed with the Securities and Exchange Commission on  May 23, 2008 by Regal Entertainment Group (“Regal”), Anschutz Company (“Anschutz Co.”) and Philip F. Anschutz (“Mr. Anschutz,” and with each of Regal, Anschutz Co., and Mr. Anschutz being referred to herein as a “Reporting Person,” and collectively, the “Reporting Persons”) and amended on March 20, 2009 and March 26, 2009 (as so amended, the “Schedule 13D”), with respect to the common stock, par value $0.01 per share (the “Common Stock”) of National CineMedia, Inc., a Delaware corporation (“National CineMedia”) is being filed by the Reporting Persons pursuant to Rule 13d-1(k)  under the Securities Exchange Act of 1934, as a mended, and the joint filing agreement filed as Exhibit C to the Schedule 13D originally filed in 2008, to reflect the issuance of additional common units of National CineMedia, LLC (“NCM Units”) pursuant to the Common Unit Adjustment Agreement as described in Item 3, and to reflect the redemption of NCM Units on August 18, 2010 and September 8, 2010 that were subsequently sold in underwritten public offerings, reducing the Reporting Persons investment in National CineMedia.  This Amendment No. 3 reflects changes to Items 3, 4 and 5 of the Schedule 13D. Capitalized terms used but not otherwise defined herein shall have their respective meanings under the Common Unit Adjustment Agreement or the Schedule 13D, as applicable.

Item 3.  Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended to add the following:

On March 17, 2010, pursuant to the Common Unit Adjustment Agreement dated February 13, 2007, by and among National CineMedia, National CineMedia, LLC, Regal CineMedia Holdings, LLC (“Regal CineMedia”), American Multi-Cinema, Inc., Cinemark Media, Inc., Regal Cinemas, Inc. and Cinemark USA, Inc., (the “Common Unit Adjustment Agreement”) as described in Item 3 of the Schedule 13D originally filed in 2008 and incorporated by reference to Exhibit A thereto, Regal received, though its wholly owned subsidiary, Regal CineMedia, from National CineMedia 327,381 newly issued NCM Units in accordance to the 2009 Annual Adjustment.

On August 18, 2010, Regal redeemed 4,200,000 NCM Units for a like number of shares of Common Stock which Regal sold in an underwritten public offering for $16.00 per share, reducing Regal’s investment in National CineMedia.  Regal received approximately $64.5 million in proceeds after deducting related fees and expenses payable.

On September 8, 2010, Regal redeemed an additional 100,278 NCM Units for a like number of shares of Common Stock and sold them to the underwriters to cover over-allotments at $16.00 per share, further reducing Regal’s investment in National CineMedia.  Regal received approximately $1.5 million of net proceeds from this sale.

Item 4.  Purpose of Transaction.

Item 4 is hereby amended to add the following:

Regal acquired NCM Units for investment purposes pursuant to the terms of the Common Unit Adjustment Agreement and subsequently sold NCM Units for investment purposes.  The aggregate net proceeds will be used for general corporate purposes. Apart from continuing to give effect to the Common Unit Adjustment Agreement or the Schedule 13D, none of the reporting persons is currently aware of any plans or proposals that would relate to or result in any of the events enumerated in Item 4(a)-(j).

Item 5.  Interest in Securities of the Issuer.

Item 5 is hereby amended to replace Item 5(a) with the following:

(a)   As a result of the 327,381 NCM Units that Regal obtained on March 17, 2010 and the sum of 4,300,278 NCM Units that Regal redeemed for a like number of shares of Common Stock and subsequently sold, Regal currently may be deemed to beneficially own 21,452,792 shares of Common Stock through its ownership of Regal CineMedia.  NCM Units are immediately redeemable on a one-to-one basis for shares of Common Stock, or a cash payment equal to the market price of one share of Common Stock.  Regal’s beneficial ownership of 21,452,792

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shares of Common Stock equals approximately 28.4% of the Issuer’s issued and outstanding shares of Common Stock on an as-converted basis.

Regal CineMedia is a wholly owned subsidiary of Regal CineMedia Corporation (“RCM”).  RCM is a wholly owned subsidiary of Regal Cinemas Inc. (“RCI”).  RCI is a wholly owned subsidiary of Regal Cinemas Corporation (“RCC”).  RCC is a wholly owned subsidiary of Regal Entertainment Holdings, Inc. (“REH”).  REH is a wholly owned subsidiary of Regal.  As a result, each of them may be deemed to share the power to vote and dispose of the Shares of Common Stock that may be deemed to be beneficially owned by Regal.

Anschutz Company beneficially owns 73,708,639 shares of Class A Common Stock (“Class A Common Stock”) of Regal through its ownership of 23,708,639 shares of Class B Common Stock of Regal, which are convertible into a like number of shares of Class A Common Stock, and 50,000,000 shares of Class A Common Stock.  Such ownership represents approximately 78.2% of the voting power of Regal.  Therefore, Anschutz Company may be deemed to control Regal.  Philip F. Anschutz owns 100% of the outstanding capital stock of Anschutz Company.  Therefore, Mr. Anschutz may be deemed to control Anschutz Company.  As a result, each of them may be deemed to share the power to vote and dispose of the shares of Common Stock that may be deemed to be beneficially owned by Regal.

None of the executive officers or directors of Regal or Anschutz Company, who are listed in Schedule A hereto, owns any shares of Common Stock, except as follows: (i) Amy E. Miles, Chief Executive Officer and Director of Regal Entertainment Group, and its affiliated entities, owns 5,000 shares of Common Stock and has sole voting and dispositive power with respect thereto, and (ii) Richard M. Jones, Vice President, Senior General Counsel and Secretary of Anschutz Company owns 500 shares of Common Stock and has sole voting and dispositive power with respect thereto.  Each of Amy E. Miles and Richard M. Jones purchased such shares for investment purposes with their own funds, and she/he is the only person with the right to receive or the power to direct receipt of dividends from, or proceeds from the sale of, such shares.  Each of the reporting persons expressly disclaim s beneficial ownership of any shares of Common Stock owned by Amy E. Miles and Richard M. Jones.

By virtue of their relationship, Regal, Anschutz Company or Mr. Anschutz may be deemed to beneficially own the Common Stock subject of this Amendment No. 3.  Neither the filing of this Amendment No. 3 nor any of its contents shall be deemed to constitute an admission that any Reporting Person (other than Regal), or person listed in Schedule A hereto is the beneficial owner of the Common Stock subject of this Amendment No. 3 for purposes of Section 13(d) of the Exchange Act or for any other purpose, and such beneficial ownership is expressly disclaimed.

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Schedule A

Directors and Executive Officers

The name, principal occupation and business address of each director and executive officer of Regal Entertainment Group, its relevant wholly owned subsidiaries, and Anschutz Company are set forth below.  All of the persons listed below are citizens of the United States of America, unless otherwise indicated.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

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