SEC 1745
(02-02)

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

	UNITED STATES	OMB APPROVAL
	SECURITIES AND EXCHANGE COMMISSION	OMB Number: 3235-0145
	Washington, D.C. 20549	Expires: December 31, 2005
	SCHEDULE 13G	Estimated average burden hours per response. . 11

Under the Securities Exchange Act of 1934
(Amendment No._______)*

Regal Entertainment Group

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

758766 10 9

(CUSIP Number)

December 31, 2002

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o	Rule 13d-1(b)
o	Rule 13d-1(c)
ý	Rule 13d-1(d)

*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 the disclosures provided in a prior cover page.

The information required in 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).

Page 1 of 5 Pages

CUSIP No. 758766 10 9						SCHEDULE 13G	Page 2 of 5 Pages

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) ACE II LLC

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(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 4,538,334

			6.		Shared Voting Power 0

			7.		Sole Dispositive Power 4,538,334

			8.		Shared Dispositive Power 0

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,538,334

	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) 9.8%

	12.	Type of Reporting Person (See Instructions) OO

CUSIP No. 758766 10 9			Page 3 of 5 Pages

Item 1.
	(a)	Name of Issuer Regal Entertainment Group
	(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 statement is filed by ACE II LLC (“ACE II”).
	(b)	Address of Principal Business Office or, if none, Residence The address of the Principal Business Office for ACE II is as follows: 555 17^th Street, Suite 2400 Denver, Colorado 80202
	(c)	Citizenship ACE II is a Delaware limited liability company.
	(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:
		Not applicable.

CUSIP No. 758766 10 9				Page 4 of 5 Pages

Item 4.	Ownership
As of December 31, 2002:
	(a)	Amount beneficially owned: ACE II beneficially owned 4,538,334 shares of Class A Common Stock, 241,863 shares of which are issuable upon the exercise of outstanding warrants.

	(b)	Percent of class: 9.8%

	(c)	Number of shares as to which the person has:

		(i)	Sole power to vote or to direct the vote 4,538,334
		(ii)	Shared power to vote or to direct the vote 0
		(iii)	Sole power to dispose or to direct the disposition of 4,538,334
		(iv)	Shared power to dispose or to direct the disposition of 0

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
	Not applicable.

Item 9.	Notice of Dissolution of Group
	Not applicable.

Item 10.	Certifications
	Not applicable.

CUSIP No. 758766 10 9		Page 5 of 5 Pages

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.

Date: January 24, 2003	ACE II LLC


	By:	Anschutz Investment Fund, LP
	Its:	Preferred Member

		By:	Anschutz Company
		Its:	General Partner

			By:	/s/ Cannon Y. Harvey
			Name:	Cannon Y. Harvey
			Title:	President

ACE II LLC SC 13G