Paramount's R rated road rage drama Changing Lanes skidded down one lane to third place in its fourth week with an ESTIMATED $5.6 million (-38%) at 2,642 theaters (theater count unchanged; $2,12015 per theater). Its cume is approximately $52.43 million, heading for $65-70 million.

Directed by Roger Michell, it stars Ben Affleck and Samuel L. Jackson.

"I was particularly pleased with the Friday hold on the picture (down only about 35 percent)," Paramount distribution president Wayne Lewellen said Sunday morning.

"I think what's happening with Spider-Man is that it's obviously got good positive word of mouth. I think the older (over-25) audience, which would be the Changing Lanes crowd, is getting the feedback that this is a good movie and not just the popcorn movie that it looks to be."

Looking at the prospects for a strong summer season in general, Lewellen said, "There's no question (that it looks very promising). We say that always. You see the market expand when you get a constant diet of good movies in the marketplace. It goes back to if you put a movie in this so-called 'off play time,' it can still do tremendous business if it's what the public wants to see. The market simply expands to meet that demand."

Paramount has good prospects, itself, for ticket sales this summer with The Sum Of All Fears, its latest spy thriller based on a Tom Clancy book (in which Ben Affleck takes over Harrison Ford's role as Jack Ryan) arriving May 31 at about 3,000 theaters. July 19, Paramount opens K-19: The Widowmaker (an action adventure about a Soviet submarine struggling to keep its nuclear reactor from melting down, starring Harrison Ford) at about 2,500 theaters.

"And we have Hey, Arnold! coming the end of June, which is another of the Nickelodeon characters and they seem to do very well for us," Lewellen said. Based on the hit TV cartoon series, Arnold opens June 28 at 2,200 to 2,400 theaters.

Castle Rock Entertainment's Murder by Numbers held on to fourth place in its third week via Warner Bros. with an uneventful ESTIMATED $3.78 million (-41%) at 2,565 theaters (-98 theaters; $1,474 per theater). Its cume is approximately $24.0 million.

Directed by Barbet Schroeder, it stars Sandra Bullock.

Buena Vista/Disney's G rated family appeal baseball drama The Rookie, which was sixth last week, tied for fifth place in its sixth week with an okay ESTIMATED $3.3 million (-41%) at 2,351 theaters (-192 theaters; $1,404 per theater). Its cume is approximately $65.1 million.

Directed by John Lee Hancock, it stars Dennis Quaid.

20th Century Fox and Regency Enterprises' PG-13 rated drama Life or Something Like It, which was fifth last week, tied for fifth place in its second week with a dull ESTIMATED $3.28 million (-47%) at 2,609 theaters (+3 theaters; $1,257 per theater). Its cume is approximately $11.0 million.

Directed by Stephen Herek, it stars Angelina Jolie and Edward Burns.

United Artists' R rated drama Deuces Wild opened via MGM in seventh place to a not so wild ESTIMATED $2.7 million at 1,480 theaters ($1,824 per theater).

Directed by Scott Kalvert, it stars Stephen Dorff, Brad Renfro and Fairuza Balk.