A Tale of Two Cities is a 1935 film based upon Charles Dickens' 1859 historical novel, A Tale of Two Cities, set in London and Paris.

The film stars Ronald Colman as Sydney Carton and Elizabeth Allan as Lucie Manette. The supporting players include Edna May Oliver, Reginald Owen, Basil Rathbone, Lucille La Verne, Blanche Yurka, Henry B. Walthall and Donald Woods. It was directed by Jack Conway from a screenplay by W. P. Lipscomb and S. N. Behrman. The film was nominated for the Academy Award for Best Picture and Best Film Editing.

The story is set in France and England and spans several years before and during the French Revolution. It deals with the evils that precipitated the Revolution and with an innocent family and their friends caught up in the horrors of the Terror. Charles Darnay, a French aristocrat who has rejected his rank and moved to England, and Sydney Carton, an alcoholic English advocate, both fall in love with Lucie Manette. Lucie has brought her father to England to recover from 18 years of unjust imprisonment in the Bastille. Lucie befriends Carton and later marries Darnay. In the end, Carton saves Darnay's life by taking his place at the guillotine. The film is generally regarded as the best cinematic version of Dickens' novel and one of the best performances of Colman's career.