CANNES -- As the North American buyers configure their BlackBerries for the annual film rites in Cannes, the playing field is undergoing some dramatic transformations.

One buyer, United Artists, has retired from the fray altogether. Potentially taking up the slack, Miramax Films, always a dominant force along the Croisette, is dividing, amoebalike, into two entities: Disney's stripped-down Miramax Films and the new Weinstein company.

While Paramount Classics will arrive with a more aggressive mandate, the curtain also will go up on the new Bob Berney/New Line/HBO Films distribution combine.

As for Warner Independent Pictures, after a shaky first year, WIP president Mark Gill -- who recently received votes of confidence from his Warner Bros. bosses Alan Horn and Jeff Robinov -- swears he has the authority to write whatever checks he needs to land a hot movie. But it's not clear how much cash he'll be willing to risk under his own aegis.

Meanwhile, companies that have charted a stable and steady course -- Fox Searchlight, Focus Features, Lions Gate Films and Sony Pictures Classics -- will be circling a limited number of accessible and commercial English- and foreign-language titles in the festival and market. "It's still insanely competitive," Gill said. "There's not enough to acquire to go around." Roadside Attractions partner Howard Cohen predicted that Cannes will yield "more announcements of future projects than fighting over the movies there."

This year, distributor interest is high on Cannes opener "Lemming," directed by Dominik Moll ("With a Friend Like Harry"); the Edward Norton starrer "Down in the Valley," from writer-director David Jacobson ("Dahmer"); the second installment in Lars von Trier's USA trilogy, the slavery-themed "Manderlay"; Woody Allen's "Match Point"; and Tommy Lee Jones' directorial debut, the Western "The Three Burials of Melquiades Estrada," written by "21 Grams" scribe Guillermo Arriaga, which screens at festival's end, though will probably be shown to buyers earlier.

Distributors who saw advance screenings of Atom Egoyan's "Where the Truth Lies," a Hitchcockian mystery, and James Marsh's gothic Southern drama "The King," starring Gael Garcia Bernal, are awaiting critical response in Cannes before making bids. Martha Fiennes' "Chromophobia," starring her brother Ralph Fiennes and Kristin Scott Thomas, is being screened before it unspools on closing night. Distribs are also tracking several Australian, New Zealand and British flicks at market screenings, including Roger Donaldson's "The World's Fastest Indian," starring Anthony Hopkins, and "Half Light," starring Demi Moore as a mother haunted by the death of her child.

Smaller distributors such as ThinkFilm, IFC Films, Magnolia Pictures and Goldwyn/Roadside will be on the hunt for the more affordable, auteur-driven art films that are in ample supply at Cannes. Among likely foreign titles are the Dardenne brothers' "The Child"; Marco Tullio Giordana's "Once You're Born You Can No Longer Hide"; "Battle in Heaven," Mexican writer-director Carlos Reygadas' follow-up to 2002's "Japon"; and Korean director Ki-duk Kim's "The Bow," which SPC is tracking after releasing Kim's "Spring, Summer, Fall, Winter ... and Spring" and the current "3-Iron."

But it's outside the screening rooms that the real drama could develop.

While, stateside, a skeleton marketing and publicity crew at Disney/Miramax will release some 18 movies through Sept. 30, some Miramax staffers are working under their employment contracts, and others have signed contracts with a 20% raise to work for both Miramax and a new company temporarily dubbed the WeinsteinCo. for a finite transition period.

Respected Buena Vista International U.K. executive vp Daniel Battsek is widely believed to have accepted a top job at the streamlined version of Miramax that will remain at Disney -- he met with Disney brass in New York at the time of the "Hitchhiker's Guide to the Galaxy" premiere. According to Miramax sources, Disney has promised the Weinsteins not to announce his hire until July 1, at which time he will presumably decide which of the rapidly dwindling 250 remaining Miramax staffers will stay on board.

Meanwhile, according to Miramax sources, Bob and Harvey Weinstein have a financial arrangement with Disney that funds their travel and acquisitions in Cannes, where international and domestic PR teams will promote festival films "Sin City" and "Wolf Creek," while the Weinsteins' acquisitions team, led by Agnes Mentre, shops for movies for both Miramax/Disney and the new Weinstein company. (Mentre is expected to cast her lot with the new venture.)

Miramax sales vet Jere Hausfater will be selling foreign rights to such titles as "Wolf Creek" and Kevin Smith's "The Passion of the Clerks" for the Weinsteins, as well as two Robert Rodriguez-produced Spanish titles for Miramax/Disney. At the Hotel du Cap, the Weinsteins will hold court for foreign financiers and investors like Quinta Films' Tarak Ben Ammar, who is expected to play a key role in their new company.

It is unclear exactly how Disney and the Weinsteins will split their Cannes bills. But Harvey Weinstein's profile should be as high as ever as he and Sharon Stone host the annual Moulin de Mougins AMFAR AIDS benefit towards the fest's end.

Former Newmarket Films president Berney and his new bosses, New Line Cinema's Michael Lynne and HBO Films' Colin Callendar, are expected to grab headlines themselves when they unveil the new name and the hierarchy of Berney's distribution and marketing company, which will release product from New Line and HBO Films along with new acquisitions.

New Line senior vp acquisitions Guy Stodel will be in Cannes, along with veteran Fine Line executive vp marketing Marion Koltai-Levine, who has been running that specialty label. She and HBO Films' Dennis O'Connor will oversee the launch of Gus Van Sant's Competition entry "Last Days," starring Michael Pitt as an expiring Kurt Cobain-like rock star.

But the future of all Fine Line, Newmarket and HBO Films employees is up in the air until Berney completes the unenviable task of deciding whom to hire and fire out of the three companies. He has said that he wants a bigger, more robust company than Newmarket offered him. Lynne and Callendar have given him complete autonomy to choose his own staff. (Separately, New Line also will launch David Cronenberg's Competition title "A History of Violence.")

At Paramount, new studio chairman Brad Grey has removed the fiscal straitjacket around Paramount Classics and approved an increased annual budget. Sources say it is in the $100 million range and will empower additional staff to handle wider distribution of more higher-budget releases. Co-presidents Ruth Vitale and David Dinerstein want to compete with other studio minimajors such as Searchlight and Focus, but they are ramping up slowly, said Vitale, who is ready to show what she can do with the proper backing. It remains to be seen how heavily they will spend in Cannes and how prominently Paramount Classics supervisor and studio vice chairman Rob Friedman, whose contract will be up for renegotiation in December, will figure in the new agenda.

After mixed results from WIP's first year as a distributor, Gill looks forward to charting his own course -- within the strictures of his corporate parent. Warner Independent might be a bit of a misnomer, though, since Gill has little autonomy and works closely with his studio bosses.

With 8-10 slots a year to fill, Gill and his Cannes team of five plan to scout about two dozen high-priority pictures in the festival and market, which Gill said has been "dejunked a lot, with less C-grade video titles." They'll be trawling for talent as well as new scripts, nascent projects and co-ventures with international partners, especially from Europe and Asia. In Cannes, Gill said, he is free to write a hefty check to grab a title, knowing he has Warners' international output deals behind him.

By comparison, most of the other minimajors look like rocks of Gibraltar.

Fox Searchlight is still at the top of the heap and riding its post-"Sideways" glow. Searchlight is on the same path as ever, insisted president Peter Rice, who still plans to release 8-10 movies a year costing less than $15 million. While Rice skipped Sundance to deal with the unraveling Australian project "Eucalyptus," he's game to tackle Cannes. "We'll see some movies, discover new filmmakers, maybe buy something if it works for us," he said. "Our business does not revolve around non-English-language movies. But if we have a personal connection to it, if it's fun, exciting and original, then we'll acquire it."

Focus Features co-presidents David Linde and James Schamus are marking their third trip to Cannes with Focus. Linde has already made advance reconnaissance missions to Madrid, Paris, London and Tokyo. Linde supervises the acquisitions team led by Jason Resnick, the production team lead by John Lyons (who also will be looking at potential buys), the international distribution team led by Glen Basner and the international sales team led by Robert Benjamin.

He will use their rooftop Carlton offices to sell "The Tiger and the Snow," starring Jean Reno, which is in postproduction, Ronni Yu's untitled Jet Li film, which is now shooting, and a supernatural thriller, also untitled, starring Sarah Michelle Gellar.

Focus is also looking for projects for Rogue, its genre label, like "Assault on Precinct 13," which it found at Cannes two years ago when it discovered that a French company owned the remake rights. Linde also will meet with Priority Pictures and Liaison Films, two European companies with Focus first-look deals.

"The system is constantly feeding us information, all the time, all year round," Linde said. "There's much more knowledge-seeking going on at Cannes and less real acquisition."

For Linde, the best way to use Cannes is for international press launches. Focus didn't acquire anything last year but announced the deal to fully finance and distribute Jim Jarmusch's "Broken Flowers" during the festival. Now the movie, which stars Bill Murray as a man searching for clues to his failed relationships, has come full circle as an entry in this year's competition before its stateside release Aug. 5.

Similarly, Sony Pictures Classics is launching Wim Wenders' Competition film "Don't Come Knocking," starring Sam Shepard and Jessica Lange, as well as the Sundance hit "Junebug," playing in Critics' Week. They are also partnering with MTV for this year's annual bash, for the foreign launch of "Kung Fu Hustle." Still proud of its autonomy, small staff (22), studio output deals and skills at releasing foreign-language fare, SPC co-presidents Michael Barker and Tom Bernard, along with acquisitions exec Dylan Leiner, will be looking for pickups like last year's "2046," "Up and Down" and "Look at Me." "We're looking to discover quality movies from around the world that will hit singles and doubles," Bernard said.

Also under the Sony Pictures Entertainment umbrella, the newly relaunched TriStar Pictures will send executives Valerie Van Galder, Mark Weinstock and Matt Brodlie. Van Galder has no plans to "lust after little movies" and compete with in-house rival SPC for specialty acquisitions. En route to Cannes, she's checking out the Yugoslavia set of Art Linson and Brian DePalma's foreign-financed $60 million "The Black Dahlia," which has North American rights available. Her mandate is to release three or four director-driven, midsize commercial projects a year, she said, not specialty or foreign fare.

Lions Gate isn't taking any films to Cannes this year. "Nothing was a good fit," Lions Gate Films Releasing president Tom Ortenberg said. "We'll be there in acquisitions mode. There's always a slot for a good movie we feel passionate about. The prototype of the film we're looking for has indie cred yet has a commercial sensibility. It's cutting edge but broadly entertaining." But Ortenberg isn't too hopeful that he'll find much at Cannes to fit that bill, although he is looking forward to "Manderlay," having acquired von Trier's most recent film, "Dogville," out of Cannes.

IFC Films' Jonathan Sehring has been attending Cannes for 22 years, ever since he started buying films for the cable channel Bravo. Now he's functioning not only as a cable supplier (IFC) and specialty film producer and distributor but also as an exhibitor, as the revamped Waverly Theater reopens at the IFC Center this June. (IFC's films will now go through their MGM output deal via Sony.)

In Cannes, IFC will launch the Critics' Week selection "Me and You and Everyone We Know," which Celluloid Dreams will be selling in the market; Renaissance Films is selling "The Baxter," Dream Entertainment is selling Steve Buscemi's "Lonesome Jim" and HanWay Films is selling Wenders' InDigEnt film "Land of Plenty." "We compete with Sony Pictures Classics for smaller American independent and foreign-language titles," Sehring said. "We're in the director business."

For his 17th consecutive Cannes, ThinkFilm's Mark Urman will be looking for new filmmakers, checking out promo reels, tracking leftovers from other festivals and staying away from bidding wars. "Most international films don't return what gets put into them," he said. ThinkFilm's new foreign sales arm will be selling such titles as "Murderball." And Roadside Attractions' Howard Cohen and Eric d'Arbeloff will be hunting for English-language films in the market but also are willing to try foreign fare if it doesn't cost too much because they tend not to perform on video. They also are willing to acquire films with an equity partner. "I'm looking for the next discoveries like 'Strictly Ballroom,' 'Amores Perros' or 'City of God,' " Cohen said. "That's where the excitement is."

Among the other smaller companies, Magnolia Films' Eamonn Bowles will pay into the seven figures for such movies as "Ong-Bak," which he acquired in Cannes last year, which made some money theatrically but scored biggest on DVD. Bowles would like to partner with video companies 50/50 on upcoming acquisitions, splitting all costs and revenue down the line. He also is buying films for parent company 2929 Entertainment's digital cable channel HDNet. "We remain an opportunity-based company," he said. "We're not filling a slate."