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

o

Rule 13d-1(b)

o

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)
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
1,836,979

6.

Shared Voting Power
0

7.

Sole Dispositive Power
1,836,979

8.

Shared Dispositive Power
0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,836,979

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)
3.5%

12.

Type of Reporting Person (See Instructions)
OO

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 17th 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:

(a)

o

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)

o

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)

o

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)

o

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

Not applicable.

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)

Amount beneficially owned:
ACE II beneficially owns 1,836,979 shares of Class A Common Stock.

(b)

Percent of class:
3.5%

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote
1,836,979

(ii)

Shared power to vote or to direct the vote
0

(iii)

Sole power to dispose or to direct the disposition of
1,836,979

(iv)

Shared power to dispose or to direct the disposition of|
0

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   ý

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.

Certification

Not applicable.

Date:  February 12, 2004

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