Shrek 2 won a record Memorial Day weekend clash ofthe titans, beating Fox's The Day After Tomorrow into second place as itadded the biggest second weekend of all time to comfortably pass $250m.

The Dreamworks animatedsequel added $92.2m for $257m over the four-day holiday weekend here, thebiggest ever Memorial Day weekend gross for an individual picture that passed JurassicPark: The Lost World's $90.2m in 1997.

It also set a new secondweekend mark that overtook the $71.4m grossed by Spider-Man in 2002.Over three days Shrek 2 grossed $73.1m. No doubt Spider-Man 2will have something to say about this in July.

Overall the top 12 picturescombined for $233.5m, smashing last year's Memorial Day weekend record of$202m.

Studio executives expect Shrek2 to pass the original's $267.7m mark by mid-week but remained tight-lippedabout whether it has a shot at Finding Nemo's all-time animated releaserecord gross of $340m.

Meanwhile Fox executivesmust be pleased with the $86m four-day gross for The Day After Tomorrow- it took roughly $70m over three days - even if the ranking rankled.

The picture dominated theinternational markets with an $80m-plus haul from 100 countries and thedomestic gross averaged a whopping $25,109 from 3,425 sites.

Dennis Quaid and JakeGyllenhaal form the emotional backbone of the piece as father and son trying toreunite despite cataclysmic weather. Roland Emmerich directed and the picturealso stars Ian Holm and Sela Ward.

Buena Vista's poorlyreviewed comedy Raising Helen, about a woman who reluctantly becomesresponsible for her sister's children, opened fourth on $14m and averaged$5,162 from 2,717 sites.

Kate Hudson stars withsupport from John Corbett and Joan Cusack and the picture was directed by GarryMarshall.

Opening in fifth was MGM's SoulPlane, Jesse Terrero's comedy about an airline that stars Snoop Dogg,Method Man and Tom Arnold and grossed $7m. It averaged $4,469 from 1,566 sitesand received dire reviews.

Elsewhere, Troypassed $100m as it added $15m for $109.7m in its third week and slipped one tothird, while Universal's Van Helsing added $6.2m for $110.2m and fellfour places to seventh.

Next weekend's wide releaseis Warner Bros' Harry Potter And The Prisoner Of Azkaban, starringDaniel Radcliffe, Rupert Grint, Emma Watson and Gary Oldman.

Estimated Top Ten US May28-31 2004
Film (Distributor)/International distribution/Estimated weekend gross/Estimatedtotal to date

1 (1) Shrek 2 (Dreamworks) UIP $92.2m $257m
2 (-) The Day After Tomorrow (Fox) Fox Intl $86m -
3 (2) Troy (Warner Bros) Warner Bros Pictures Intl $15m $109.7m
4 (-) Raising Helen (Buena Vista) BVI $14m -
5 (-) Soul Plane (MGM) Fox Intl $7m -
6 (4) Mean Girls (Paramount) UIP $6.3m $73.6m
7 (3) Van Helsing (Universal) UIP $6.2m $110.2m
8 (5) Man On Fire (Fox/New Regency) Fox Intl $2.4m $73.3m
9 (7) 13 Going On 30 (Columbia/Revolution) CTFDI $1.4m $54.5m
10 (10) Super Size Me (IDP) Fortissimo $1.35m $4.9m