BY-LAWS

of

LOEWS CINEPLEX ENTERTAINMENT CORPORATION

(A Delaware Corporation)

ARTICLE I

DEFINITIONS

As used in these By-laws, unless the context otherwise requires, the term:

1.1 Assistant Secretary means an Assistant Secretary of the Corporation.

1.2 Assistant Treasurer means an Assistant Treasurer of the Corporation.

1.3 Board means the Board of Directors of the Corporation.

1.4 By-laws means the initial by-laws of the Corporation, as amended from time to time.

1.5 Certificate of Incorporation means the initial certificate of incorporation of the Corporation, as amended, supplemented or restated from time to time.

1.6 Chairman means the Chairman of the Board of Directors of the Corporation.

1.7 Corporation means Loews Cineplex Entertainment Corporation.

1.8 Directors means directors of the Corporation.

1.9 Entire Board means all directors of the Corporation in office, whether or not present at a meeting of the Board, but disregarding vacancies.

1.10 General Corporation Law means the General Corporation Law of the State of Delaware, as amended from time to time.

1.11 Office of the Corporation means the executive office of the Corporation, anything in Section 131 of the General Corporation Law to the contrary notwithstanding.

1.12 President means the President of the Corporation.

1.13 Secretary means the Secretary of the Corporation.

1.14 Stockholders means stockholders of the Corporation.

1.15 Treasurer means the Treasurer of the Corporation.

1.16 Vice President means a Vice President of the Corporation.

ARTICLE 2

STOCKHOLDERS

2.1 Place of Meetings. Every meeting of stockholders shall be held at the office of the Corporation or at such other place within or without the State of Delaware as shall be specified or fixed in the notice of such meeting or in the waiver of notice thereof.

2.2 Annual Meeting. A meeting of stockholders shall be held annually for the election of Directors and the transaction of other business at such hour and on such business day in September or October or as may be determined by the Board and designated in the notice of meeting.

2

2.3 Deferred Meeting for Election of Directors, Etc. If the annual meeting of stockholders for the election of Directors and the transaction of other business is not held within the months specified in Section 2.2 hereof, the Board shall call a meeting of stockholders for the election of Directors and the transaction of other business as soon thereafter as convenient.

2.4 Other Special Meetings. A special meeting of stockholders (other than a special meeting for the election of Directors), unless otherwise prescribed by statute, may be called at any time by the Board or by the President or by the Secretary. At any special meeting of stockholders only such business may be transacted as is related to the purpose or purposes of such meeting set forth in the notice thereof given pursuant to Section 2.6 hereof or in any waiver of notice thereof given pursuant to Section 2.7 hereof.

2.5 Fixing Record Date. For the purpose of (a) determining the Stockholders entitled (i) to notice of or to vote at any meeting of Stockholders or any adjournment thereof, (ii) unless otherwise provided in the Certificate of Incorporation to express consent to corporate action in writing without a meeting or (iii) to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock; or (b) any other lawful action, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date was adopted by the Board and which record date shall not be (x) in the case of clause (a)(i) above, more than sixty nor less than ten days before the date of such meeting, (y) in the case of clause (a)(ii) above, more than 10 days after the date upon which the resolution fixing the record date was

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