<PAGE> 1
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF
SECURITIES PURSUANT TO
SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
______________________
CINEMASTAR LUXURY THEATERS, INC.
(Exact name of registrant as specified in the charter)
CALIFORNIA 33-0451054
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
431 College Boulevard
Oceanside, California 92057
(619) 630-2011
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
None
Securities registered pursuant to Section 12(g) of the Act:
Class B Redeemable Warrants
===============================================================================
<PAGE> 2
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
The response to this item is incorporated, in part, by
reference from the sections entitled "Description of
Securities" in the Preliminary Prospectus dated May 3, 1996,
as filed with the Securities and Exchange Commission on May 3,
1996 pursuant to Rule 424(b) under the Securities Act of 1933
(file number 333-4422).
Item 2. Exhibits.
1. Draft of Warrant Agreement dated as of ____ __, 1996, by and
among Registrant, Continental Stock Transfer & Trust Company
and The Boston Group, L.P. (including form of Class B
Redeemable Warrant Certificate), is hereby incorporated by
reference from Exhibit 4.6 to Registrant's Registration
Statement on Form SB-2 as filed with the Securities and
Exchange Commission on May 3, 1996 (file number 333-4422).
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized.
Dated: May 16, 1996 CINEMASTER LUXURY THEATERS, INC.
By: /s/ John Ellison, Jr.
________________________________
John Ellison, Jr., President
and Chief Executive Officer
