
    EXHIBIT 3.13.
                                   BYLAWS

                                     OF

                            BUDCO THEATRES, INC.

          These Bylaws are adopted by this Corporation and are
          supplemental to the Pennsylvania Business Corporation
          Law as the same shall from time to time be in effect.


                                  ARTICLE 1
                         SHAREHOLDERS AND DIRECTORS

     Section 101.1.  Place of Shareholders' Meeting.  All meetings of the
shareholders shall be held at such place or places, within or without the
State of Incorporation, as shall be fixed by the Board of Directors from
time to time.

     Section 101.2.  Annual Shareholders' Meeting.  The annual meeting of
the shareholders, for the election of directors and the transaction of such
other business as may properly be brought before such meeting, shall be
held on the second Thursday in November of each year, provided, however,
that the Board of Directors may from time to time fix any other date within
each calendar year for said meeting.

     Section 102.1.  Number of Directors. The Board of Directors shall
consist of three (3) directors.

     Section 102.2.  Term of Directors.  Each director shall serve until
his or her successor shall be elected.

     Section 102.3.  Resignations of Directors.  Any director may resign at
any time.  Such resignation shall be in writing, but the acceptance thereof
shall not be necessary to make it effective.

     Section 102.4.  Compensation of Directors.  Unless the Board of
Directors shall otherwise determine, directors, other than the Chairman of
the Board, shall not be entitled to any compensation for their services as
directors.  Any director may serve the Corporation in another capacity and
be entitled to such compensation therefor as may be determined by the Board
of Directors.

     Section 102.5.  Annual Meeting of Directors.  An annual meeting of the
Board of Directors shall be held in each calendar year immediately
following the annual meeting of shareholders.

     Section 102.6.  Meeting of Directors.  Meetings of the Board of
Directors may be called by the Chairman, the President or by at least two
of the directors.  Any such meeting shall be held at the principal office
of the Corporation or at any other place, designated in the notice of the
meeting.

     Section 102.7.  Notice of Directors' Meetings.  Whenever notice of a
meeting of the Board of Directors shall be required, it shall be in
writing.  Unless otherwise required by law or these Bylaws, neither the
business to be transacted at, nor the purpose of, any regular meeting of
the Board of Directors need be specified in the notice or waiver of notice
of such meeting.

     Section 103.  Absentee Participation in Meetings.  One or more
directors or shareholders may participate in a meeting of the Board of
Directors, or of a committee of the Board, or a meeting of the
shareholders, by means of a conference telephone or similar communications
equipment, by means of which all persons participating in the meeting can
hear each other.

     Section 104.  Designation of Presiding and Recording Officers.  The
directors or shareholders, at any meeting of directors or shareholders, as
the case may be, shall have the right to designate any person, whether or
not an officer, director or shareholder, to preside over, or record the
proceedings of, such meeting.


                                 ARTICLE II
                                  OFFICERS

     Section 201.  The Officers.  The Corporation shall have a President, a
Secretary, a Treasurer, and a Chairman of the Board, and may have one or
more Vice-Presidents, one or more Assistant-Secretaries, and one or more
Assistant-Treasurers.

     Section 202.  Election and Term of Officers.  The Chairman, President,
Secretary, and Treasurer of the Corporation shall be elected annually by
the Board of Directors at the first meeting of the Board of Directors held
after each annual meeting of the shareholders, All other officers shall be
elected by the Board of Directors at the time, in the manner, and for such
term as the Board from time to time shall determine.  Each officer shall
hold office until his successor shall have been duly elected and shall have
qualified, or until he shall resign or shall have been removed.

     Section 203.  Compensation.  The compensation of officers and
assistant officers of the Corporation shall be fixed by the Board of
Directors, unless otherwise provided by applicable contracts.

     Section 204.  Chairman.  The Chairman shall be the chief executive
officer of the Corporation, and, subject to the control of the Board of
Directors and such limitations as may be provided by the Board of
Directors, shall in general supervise and control all of the business and
affairs of the Corporation.  Unless a designation to the contrary shall be
made at a meeting, the Chairman shall, when present, preside at all
meetings of the shareholders and of the Board of Directors.

     Section 205.  President.  The President, in the absence or disability
of the Chairman, shall be the Chief Executive Officer of the Corporation,
and shall perform all duties as may be prescribed by the Board of
Directors.  As authorized by the Board of Directors, he shall execute and
seal, or cause to be sealed, all instruments requiring such execution,
except to the extent that signing and execution thereof shall have been
expressly delegated by the Board of Directors to some other officer or
agent of the Corporation.  Upon request of the Board of Directors, he shall
report to the Board all matters which the interest of the Corporation may
require to be brought to their notice.

     Section 206.  Vice-President, Secretary, Treasurer and Assistant
Officers.  The Vice President or Vice Presidents, in order of their
seniority, unless otherwise determined by the Board of Directors and in the
absence or disability of the President, shall perform the duties and
exercise the powers of the President.

     The Vice President  or Vice Presidents, the Secretary, the Treasurer,
the Assistant  Secretary or Secretaries, and the Assistant Treasurer or
Treasurers, if any, shall act under the direction of the President, and
shall perform all such duties as may be prescribed by the President or the
Board of Directors.


                                ARTICLE III
         INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHER PERSONS

     Section 301.  Indemnification.  The Corporation shall indemnify any
person who is or was or shall be a director, officer, employee or agent of
the Corporation, or who is, was, or shall be serving at the request of the
Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, and the
respective heirs, executors, administrators and assigns of each of the
foregoing, against all reasonable expenses and liabilities (including,
without limitation, attorneys' fees, court costs, fines, and amounts paid
in satisfaction of judgments or in reasonable settlement, but other than
amounts paid to the Corporation by him), actually and reasonably incurred
by, or imposed upon him in connection with, or resulting from the defense
of any civil or criminal action, suit or proceeding (or any appeal therein)
in which they, or any of them, are made parties or a party or are otherwise
involved by reason of being or having been a director or officer of the
corporation or of such other corporation, whether or not he is or continues
to be a director or officer at the time such expenses or liabilities are
paid or incurred.  Notwithstanding the foregoing, the Corporation need not
indemnify such director or officer with respect to any matter as to which
he shall be finally adjudged in such action, suit or proceeding to have
been liable for wilful misconduct (or such gross negligence as shall amount
to wilful misconduct) in the performance of his duties as such director or
officer.  In the case of a criminal action, suit or proceeding, a
conviction (whether based on a plea of guilty or nolo contendere or its
equivalent, or after trial) shall not of itself be deemed an adjudication
that such director or officer or former director or officer is liable for
wilful misconduct (or such gross negligence as shall amount to wilful
misconduct) in the performance of his duties as such director or officer. 
With respect to payment of amounts in settlement or compromise, the
Corporation shall be obliged to indemnify hereunder only if the Board of
Directors shall adopt a resolution determining that such settlement or
compromise is reasonable, and approving the same.  Indemnification
hereunder shall be in addition to and not exclusive of any other rights to
which those so indemnified may be entitled as a matter of law, or under any
agreement, vote of shareholders, any other bylaw, or otherwise.


                                 ARTICLE IV
                      FINANCIAL REPORTS TO SHAREHOLDERS

     Section 401.  Annual Report Required.  The directors of this
Corporation shall be required to send or cause to be sent to the
shareholders of this Corporation an annual financial report.  


                                  ARTICLE V
                           SHARES OF CAPITAL STOCK
     Section 501.  Signatures of Share Certificates.  Each share
certificate shall be signed by the Chairman of the Board, President or a
Vice President, and by the Secretary or Treasurer, or an Assistant
Secretary or an Assistant Treasurer.

     Section 502.  Lost or Destroyed Certificates.  Any person claiming a
share certificate to be lost, destroyed or wrongfully taken shall receive a
replacement certificate if said shareholder shall have: (a) requested such
replacement certificate before the Corporation has notice that the shares
have been acquired by a bona fide purchaser; (b) filed with the Corporation
an indemnity bond deemed sufficient by the Board of Directors; and (c)
satisfied any other reasonable requirements fixed by the Board of
Directors.

     Section 503.  Transfer of Shares.  Subject to the terms of any
Shareholders' Agreements, all transfers of shares of the Corporation shall
be made upon the books of the Corporation upon surrender to the Corporation
or the transfer agent of the Corporation of a certificate or certificates
for shares, duly endorsed by the person named in the certificate or by
attorney, lawfully constituted in writing, or accompanied by proper
evidence of succession, assignment or authority to transfer.  Thereupon, it
shall be the duty of the Corporation to issue a new certificate to the
person entitled thereto, cancel the old certificates and record the
transaction upon its books.


                                 ARTICLE VI
                                 AMENDMENTS

     Section 601.  Amendment by Shareholders or Board of Directors.  These
Bylaws may be amended or repealed by a majority vote of the members of the
Board of Directors, or by vote of shareholders entitled to cast at least a
majority of the votes which all shareholders are entitled to cast thereon,
as the case may be, at any regular or special meeting duly convened after
notice to the shareholders or directors of that purpose.

     Section 602.  Recording Amendments.  The text of all amendments to
these Bylaws shall be attached to the Bylaws with a notation of the date of
each such amendment and a notation of whether such amendment was adopted by
the shareholders or the Board of Directors.


                                 ARTICLE VII
                                   OFFICES

     Section 701.  Registered Office.  The registered office of the
Corporation shall be at 623 Shady Retreat Road, Doylestown, Bucks County,
Pennsylvania 19355.

     Section 702.  Additional Offices.  The Corporation may also have
offices at such other places as the Board of Directors may from time to
time appoint as the business of the Corporation may require.


                                ARTICLE VIII
             ADOPTION OF BYLAWS AND RECORD OF AMENDMENTS THERETO

     Section 801.  Adoption and Effective Date.  These Bylaws have been
adopted as the Bylaws of the Corporation this 24 day of May, 1984, and
shall be effective as of this date.

     Section 802.  Amendments to Bylaws.
Section Amended                 Date Amended         Adopted By


       /s/  Donald Bush                                                     

       /s/  John J.                                                         

       /s/ Jerome H. Schlanger                                              


