This thesis explores the factors that led to the rise and fall of movie theaters located in downtown centers, their challenges for continued use and presents the preservation tool of adaptive use to save and restore utility and viability to these landmarks. The thesis seeks an answer the question, “Can historic downtown movie theaters be adaptively used to maintain their architectural and cultural significance?” Particular attention is given to the physical adaptation of the building. The thesis begins with a history of the downtown movie theater. The social, political and economic forces which affected the film industry and movie theaters are outlined in the first two chapters. The third chapter involves an intensive study and survey of three downtown movie theaters which have all been adaptively used and retain their architectural and cultural merits. The case studies are located in different parts of the county, and are of different size and architectural style. They all share downtown locations and were specifically built to function as movie theaters. Interviews with those involved in the projects (consultants, contractors, owners), newspaper articles, historical research, site visits (where possible) and photographs document the changes in the buildings. Efforts to save/revitalize the building and find a compatible new use/owner for each theater are also explored in this chapter. The fourth chapter analyzes the case studies and how they worked. The building’s design challenges are discussed as well as how the character-defining and significant features of the original theater were incorporated into the new use. The thesis ends with recommendations on adaptively reusing a downtown theater as discovered through the thesis’ research process.