UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

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Rule 13d-1(b)

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Rule 13d-1(c)

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Rule 13d-1(d)

CUSIP No. 758766 10 9

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Oaktree Capital Management, LLC

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

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(b)

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3.

SEC Use Only

4.

Citizenship or Place of Organization
California

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

6.

Shared Voting Power 
13,857,503

7.

Sole Dispositive Power 
0

8.

Shared Dispositive Power
13,857,503

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
13,857,503

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
19.6%

12.

Type of Reporting Person (See Instructions)
IA; OO

CUSIP No. 758766 10 9

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
OCM Principal Opportunities Fund II, L.P.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

ý

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
Delaware

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
0

6.

Shared Voting Power 
13,857,503

7.

Sole Dispositive Power 
0

8.

Shared Dispositive Power
13,857,503

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
13,857,503

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
19.6%

12.

Type of Reporting Person (See Instructions)
PN

Item 1.

(a)

Name of Issuer

Regal Entertainment Group (“Issuer”).

(b)

Address of Issuer’s Principal Executive Offices

9110 East Nichols Avenue, Suite 200
Centennial, Colorado 80112

Item 2.

(a)

Name of Person Filing

This Amendment No. 1 to Schedule 13G is filed by Oaktree Capital Management, LLC, a California limited liability company (“Oaktree”), and OCM Principal Opportunities Fund II, L.P., a Delaware limited partnership of which Oaktree is the sole general partner (the “Oaktree Fund”).

(b)

Address of Principal Business Office or, if none, Residence

The address of the principal business office for each of Oaktree and the Oaktree Fund is 333 South Grand Avenue, 28th Floor, Los Angeles, California 90071.

(c)

Citizenship

Oaktree is a California limited liability company and the Oaktree Fund is a Delaware limited partnership.

(d)

Title of Class of Securities

Class A Common Stock, par value $0.001 per share (“Class A Common Stock”).

(e)

CUSIP Number

758766 10 9

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(e)

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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

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Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Not applicable.

Item 4.

Ownership

As of December 31, 2004:

(a)

Amount beneficially owned:   

The Oaktree Fund beneficially owned 13,857,503 shares of Class A Common Stock through its ownership of 13,857,503 shares of Class B Common Stock, par value $0.001 per share, of Issuer, which are convertible into a like number of shares of Class A Common Stock.  Oaktree, as sole general partner of the Oaktree Fund, may be deemed to beneficially own the shares held by the Oaktree Fund because it has discretionary authority and control over all of the assets of the Oaktree Fund pursuant to the partnership agreement for the Oaktree Fund, including the power to vote and dispose of the Class A Common Stock.  Therefore, each of the Oaktree Fund and Oaktree may be deemed to share the power to vote and dispose of the shares of Class A Common Stock to which this statement relates.

(b)

Percent of class:   

(1)  Oaktree:  19.6%

(2)  Oaktree Fund:  19.6%

(c)

Number of shares as to which the person has:

The following indicates for each filing person the number of shares of Class A Common Stock as to which such person has the sole and/or shared power to vote or direct the vote of, or dispose or direct the disposition of:

(1) Oaktree:

(i)

Sole power to vote or to direct the vote    0

(ii)

Shared power to vote or to direct the vote     13,857,503

(iii)

Sole power to dispose or to direct the disposition of    0

(iv)

Shared power to dispose or to direct the disposition of    13,857,503

(2)  Oaktree Fund:

(i)

Sole power to vote or to direct the vote    0

(ii)

Shared power to vote or to direct the vote     13,857,503

(iii)

Sole power to dispose or to direct the disposition of    0

(iv)

Shared power to dispose or to direct the disposition of    13,857,503

Item 5.

Ownership of Five Percent or Less of a Class

Not applicable.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not applicable.

Item 8.

Identification and Classification of Members of the Group

See Exhibit A, which identifies each member of the group.

Item 9.

Notice of Dissolution of Group

Not applicable.

Item 10.

Certification

Not applicable.

Date: January 31, 2005

Oaktree Capital Management, LLC

By:

   /s/ John Frank

Name: John Frank

Title: Principal and General Counsel

By:

   /s/ Jordon L. Kruse

Name: Jordon L. Kruse

Title: Vice President

Date: January 31, 2005

OCM Principal Opportunities Fund II, L.P.

By: Oaktree Capital Management, LLC

Its: General Partner

By:

    /s/ John Frank

Name: John Frank

Title: Principal and General Counsel

By:

    /s/ Jordon L. Kruse

Name: Jordon L. Kruse

Title: Vice President