SECURITIES AND EXCHANGE COMMISSION 
Washington, D.C. 20549 

 
SCHEDULE 13G 

 
Information Statement Pursuant to Rules 13d-1 and 13d-2 
Under the Securities Exchange Act of 1934 
(Amendment No. 2) 

 
 Reading International Inc. 
(Name of Issuer) 

 
Class B Voting Common Shares 
(Title of Class of Securities) 
 
755408200 
(CUSIP Number) 

 
December 31, 2004 
(Date of Event Which Requires Filing of This Statement)







 
Check the appropriate box to designate the rule pursuant to which 
this Schedule is filed: 
 
/   / 	Rule 13d-1(b) 
/X/ 	Rule 13d-1(c)  
/   / 	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 disclosures provided in a 
prior cover page. 
 
The information required on 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).


CUSIP No. 755408200 
 
1. Name of Reporting Person: 
 
Passport Master Fund, LP  
 
2. Check the Appropriate Box if a Member of a Group: 
 
(a) / / 
 
(b) /X/ 

 
3. SEC Use Only 
 
4. Citizenship or Place of Organization:  British Virgin Islands 
 
                            		5. Sole Voting Power:  -0- 
Number of  
shares 
beneficially 			6. Shared Voting Power: 0 (see Item 4)  
owned by  
each 
reporting  			7. Sole Dispositive Power:  -0-  
person  
with:  
                            		8. Shared Dispositive Power: 0  
(see Item 4)  
 
9. Aggregate Amount Beneficially Owned by Each Reporting Person: 
 
0  
 
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain 
Shares: 
 
/ / 
 
11. Percent of Class Represented by Amount in Row (9):  0.00%* 
 
12. Type of Reporting Person:  PN 
-------------- 
*	


CUSIP No. 755408200 
 
1. Name of Reporting Person: 
 
Passport Master Fund II, LP
 
2. Check the Appropriate Box if a Member of a Group: 
 
(a) / / 
 
(b) /X/ 
 
3. SEC Use Only 
 
4. Citizenship or Place of Organization:  British Virgin Islands 
 
                            		5. Sole Voting Power:  -0- 
Number of  
shares 
beneficially 			6. Shared Voting Power: 0 (see Item 4)  
owned by  
each 
reporting  			7. Sole Dispositive Power:  -0-  
person  
with:  
                            		8. Shared Dispositive Power: 0 
(see Item 4)  
 
9. Aggregate Amount Beneficially Owned by Each Reporting Person: 
 
0 
 
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain 
Shares: 
 
/ / 
 
11. Percent of Class Represented by Amount in Row (9):  0.00%* 
 
12. Type of Reporting Person:   PN
 
-------------- 
   


CUSIP No. 755408200 
 
1. Name of Reporting Person: 
 
Passport Holdings, LLC 
 
2. Check the Appropriate Box if a Member of a Group: 
 
(a) / / 
 
(b) /X/ 
 
3. SEC Use Only 
 
4. Citizenship or Place of Organization:  British Virgin Islands 
 
                            		5. Sole Voting Power:  -0- 
Number of  
shares 
beneficially 			6. Shared Voting Power: 0(see Item 4)  
owned by  
each 
reporting  			7. Sole Dispositive Power:  -0-  
person  
with:  
                            		8. Shared Dispositive Power: 0 
(see Item 4)  
 
9. Aggregate Amount Beneficially Owned by Each Reporting Person: 
 
0 
 
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain 
Shares: 
 
/ / 
 
11. Percent of Class Represented by Amount in Row (9):  0.00% * 
 
12. Type of Reporting Person:  OO 
 
-------------- 



CUSIP No. 755408200 
 
1. Name of Reporting Person: 
 
Passport Management, LLC 
 
2. Check the Appropriate Box if a Member of a Group: 
 
(a) / / 
 
(b) /X/ 
 
3. SEC Use Only 
 
4. Citizenship or Place of Organization:  Delaware
 
                            		5. Sole Voting Power:  -0- 
Number of  
shares 
beneficially 			6. Shared Voting Power: 0(see Item 4)  
owned by  
each 
reporting  			7. Sole Dispositive Power:  -0-  
person  
with:  
                            		8. Shared Dispositive Power: 
0(see Item 4)  
 
9. Aggregate Amount Beneficially Owned by Each Reporting Person: 
 
0 
 
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain 
Shares: 
 
/ / 
 
11. Percent of Class Represented by Amount in Row (9):  0%* 
 
12. Type of Reporting Person:  OO 
 
-------------- 



CUSIP No. 755408200 
 
1. Name of Reporting Person: 
 
Passport Capital, LLC
 
2. Check the Appropriate Box if a Member of a Group: 
 
(a) / / 
 
(b) /X/ 
 
3. SEC Use Only 
 
4. Citizenship or Place of Organization:  California 
 
                            		5. Sole Voting Power:  -0- 
Number of  
shares 
beneficially 			6. Shared Voting Power: 0 (see Item 4)  
owned by  
each 
reporting  			7. Sole Dispositive Power:  -0-  
person  
with:  
                            		8. Shared Dispositive Power: 0 
(see Item 4)  
 
9. Aggregate Amount Beneficially Owned by Each Reporting Person: 
 
0 
 
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain 
Shares: 
 
/ / 
 
11. Percent of Class Represented by Amount in Row (9):  0.00%* 
 
12. Type of Reporting Person:  OO  
-------------- 



CUSIP No. 755408200 
 
1. Name of Reporting Person: 
 
John Burbank

2. Check the Appropriate Box if a Member of a Group: 
 
(a) / / 
 
(b) /X/ 
 
3. SEC Use Only 
 
4. Citizenship or Place of Organization:  United States 
 
                            		5. Sole Voting Power:  -0- 
Number of  
shares 
beneficially 			6. Shared Voting Power: 0 (see Item 4)  
owned by  
each 
reporting  			7. Sole Dispositive Power:  -0-  
person  
with:  
                            		8. Shared Dispositive Power: 0 
(see Item 4)  
 
9. Aggregate Amount Beneficially Owned by Each Reporting Person: 
 
0 
 
10. Check Box if the Aggregate Amount in Row (9) Excludes Certain 
Shares: 
 
/ / 
 
11. Percent of Class Represented by Amount in Row (9):  0.00%* 
 
12. Type of Reporting Person:  IN 
--------------


Item 1(a).	Name of Issuer:
Reading International Inc. (the "Company").

Item 1(b).	Address of Issuer's Principal Executive Offices:
550 SOUTH HOPE STREET
SUITE 1825
LOS ANGELES, CA 90071

Item 2(a).	Name of Persons Filing:

Passport Master Fund, LP ("Fund I"); 
Passport Master Fund II, LP ("Fund II");
Passport Management, LLC ("Passport Management"); 
Passport Holdings, LLC ("Passport Holdings")
Passport Capital, LLC ("Passport Capital"); and
John Burbank ("Burbank," together with Fund I, Fund II, Passport 
Management, 
Passport Holdings and Passport Capital, the "Reporting Persons").
Burbank is the sole managing member of Passport Capital; Passport 
Capital is the 
sole managing member of Passport Holdings and Passport Management.  
Passport 
Holdings is the General Partner Fund I and Fund II.  Passport 
Management is the 
investment manager to Fund I and Fund II.  As a result, each of 
Passport 
Management, Passport Holdings, Passport Capital and Burbank may be 
considered to share the power to vote or direct the vote of, and 
the power to 
dispose or direct the disposition of, the Shares owned of record 
by Fund I and 
Fund II.  This statement on Schedule 13G shall not be construed as 
an admission 
that any of the Reporting Persons (other than Fund I and Fund II) 
is the beneficial 
owner of the securities covered by this statement.
Item 2(b).	Address of Principal Business Office:
	For each Reporting Person:
PASSPORT CAPITAL, LLC
402 JACKSON STREET 
SAN FRANCISCO, CA 94111

Item 2(c).	Citizenship:
See row 4 of each Reporting Persons' respective cover page.

Item 2(d).	Title of Class of Securities:
Class B Voting Common Shares of the Company (the "Class B Common 
Shares")

Item 2(e).	CUSIP Number:
	755408200
Item 3.		Not applicable.
Item 4.		Ownership.
(a)	Amount beneficially owned:
See Item 9 of each Reporting Persons' respective cover page.
(b)	Percent of class:
See Item 11 of each Reporting Persons' respective cover page.
(c)	Number of shares for which each Reporting Person has sole or 
shared 
voting on disposition:
See Items 5-8 of each Reporting Persons' respective cover page.
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  [ X  ].
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 By the Parent Holding Company.
Not Applicable.

Item 8.		Identification and Classification of Members of the 
Group.
Not Applicable.
Item 9.		Notice of Dissolution of a Group.
Not Applicable.
Item 10. 	Certification.
By signing below I certify that, to the best of my knowledge and 
belief, the 
securities referred to above were not acquired and are not held 
for the purpose of 
or with the effect of changing or influencing the control of the 
issuer of the 
securities and were not acquired and are not held in connection 
with or as a 
participant in any transaction having that purpose or effect.


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.
Dated:  February 11, 2005
PASSPORT MASTER FUND, LP
By:	PASSPORT HOLDINGS, LLC 
as General Partner
By:	PASSPORT CAPITAL, LLC,  
as Managing Member
By:	  /s/ JOHN BURBANK	 
John Burbank 
Managing Member
PASSPORT MASTER FUND II, LP
By:	PASSPORT HOLDINGS, LLC 
as General Partner
By:	PASSPORT CAPITAL, LLC,  
as Managing Member
By:	  /s/ JOHN BURBANK	 
John Burbank,  
Managing Member	
PASSPORT HOLDINGS, LLC
By:	PASSPORT CAPITAL, LLC,  
as Managing Member
By:	  /s/ JOHN BURBANK	 
John Burbank,  
Managing Member
PASSPORT MANAGEMENT, LLC
By:	PASSPORT CAPITAL, LLC,  
as Managing Member
By:	  /s/ JOHN BURBANK	 
John Burbank,  
Managing Member
PASSPORT CAPITAL, LLC
By:	  /s/ JOHN BURBANK	 
John Burbank,  
Managing Member
 
  /s/ JOHN BURBANK	 
John Burbank





Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act 
of 1934, as 
amended, the undersigned agree to the joint filing on behalf of 
each of them the statement on 
Schedule 13G to which this agreement is attached as an exhibit.
The undersigned further agree that each party hereto is 
responsible for the timely filing of 
such Schedule 13G and any amendments thereto, and for the 
completeness and accuracy of the 
information concerning such party contained therein; provided, 
however, that no party is 
responsible for the completeness or accuracy of the information 
concerning any other party 
making the filing, unless such party knows or has reason to 
believe that such information is 
inaccurate. 
IN WITNESS WHEREOF, the parties have executed this Joint Filing 
Agreement on 
February 11, 2005. 

PASSPORT MASTER FUND, LP
By:	PASSPORT HOLDINGS, LLC 
as General Partner
By:	PASSPORT CAPITAL, LLC,  
as Managing Member
By:	  /s/ JOHN BURBANK	 
John Burbank 
Managing Member
PASSPORT MASTER FUND II, LP
By:	PASSPORT HOLDINGS, LLC 
as General Partner
By:	PASSPORT CAPITAL, LLC,  
as Managing Member
By:	  /s/ JOHN BURBANK	 
John Burbank,  
Managing Member	
PASSPORT HOLDINGS, LLC
By:	PASSPORT CAPITAL, LLC,  
as Managing Member
By:	  /s/ JOHN BURBANK	 
John Burbank,  
Managing Member
PASSPORT MANAGEMENT, LLC
By:	PASSPORT CAPITAL, LLC,  
as Managing Member
By:	  /s/ JOHN BURBANK	 
John Burbank,  
Managing Member
PASSPORT CAPITAL, LLC
By:	   /s/ JOHN BURBANK	 
John Burbank,  
Managing Member
  /s/ JOHN BURBANK	 
John Burbank

* 	This percentage is based on the 1,654,606 Shares issued and 
outstanding (the number of Shares reported in the 
Company's form 10-Q filed on November 6, 2004) ..
* 	This percentage is based on the 1,654,606 Shares issued and 
outstanding (the number of Shares reported in the 
Company's form 10-Q filed on November 6, 2004) ..
* 	This percentage is based on the 1,654,606 Shares issued and 
outstanding (the number of Shares reported in the 
Company's form 10-Q filed on November 6, 2004) ..
* 	This percentage is based on the 1,654,606 Shares issued and 
outstanding (the number of Shares reported in the 
Company's form 10-Q filed on November 6, 2004) ..
* 	This percentage is based on the 1,654,606 Shares issued and 
outstanding (the number of Shares reported in the 
Company's form 10-Q filed on November 6, 2004) ..
* 	This percentage is based on the 1,654,606 Shares issued and 
outstanding (the number of Shares reported in the 
Company's form 10-Q filed on November 6, 2004) ..
 
 
 
 
11
Doc #:NY6:912023.2
Doc #:NY6:912023.2
13


Doc #:NY6:912023.2
12


Doc #:NY6:912023.2