
    EXHIBIT 3.3
                           AMC ENTERTAINMENT, INC.

                                   BYLAWS


                                  ARTICLE I
                                STOCKHOLDERS

     Section 1.  Annual Meeting.

     An annual meeting of the stockholders, for the election of directors
to succeed those whose terms expire and for the transaction of such other
business as may properly come before the meeting, shall be held on the
second Thursday in November of each year, if not a legal holiday, and if a
legal holiday, then on the next secular day following, and at such place
and at such time on the designated date as the Board of Directors shall fix
each year.

     Section 2.  Special Meetings.

     Special meetings of the stockholders for any purpose or purposes
prescribed in the notice of the meeting, may be called by the Board of
Directors or the Chairman of the Board and shall be held at such place, on
such date, and at such time as they or he shall fix.

     Section 3.  Notice of Meetings.

     Written notice of the place, date, and time of all meetings of the
stockholders shall be given, not less than ten nor more than sixty days
before the date on which the meeting is to be held, to each stockholder
entitled to vote at such meeting, except as otherwise provided herein or
required by law (meaning, here and hereinafter, as required from time to
time by the Delaware General Corporation Law or the Certificate of
Incorporation of the corporation).

     When a meeting is adjourned to another place, date or time, written
notice need not be given of the adjourned meeting if the place, date and
time thereof are announced at the meeting at which the adjournment is
taken; provided, however, that if the date of any adjourned meeting is more
than thirty days after the date for which the meeting was originally
noticed, or if a new record date is fixed for the adjourned meeting,
written notice of the place, date, and time of the adjourned meeting shall
be given in conformity herewith.  At any adjourned meeting, any business
may be transacted which might have been transacted at the original meeting.

     Section 4.  Quorum.

     At any meeting of the stockholders, the holders of a majority of all
of the shares of the stock entitled to vote at the meeting, present in
person or by proxy, shall constitute a quorum for all purposes, unless or
except to the extent that the presence of a larger number may be required
by law.

     If a quorum shall fail to attend any meeting, the chairman of the
meeting or the holders of a majority of the shares of stock entitled to
vote who are present, in person or by proxy, may adjourn the meeting to
another place, date, or time.

     If a notice of any adjourned special meeting of stockholders is sent
to all stockholders entitled to vote thereat, stating that it will be held
with those present constituting a quorum, then except as otherwise required
by law, those present at such adjourned meeting shall constitute a quorum,
and all matters shall be determined by a majority of the votes cast at such
meeting.

     Section 5.  Organization.

     Such person as the Board of Directors may have designated or, in the
absence of such a person, the Chairman of the Board of the corporation, or,
in his absence, such person as may be chosen by the holders of a majority
of the shares entitled to vote who are present, in person or by proxy,
shall call to order any meeting of the stockholders and act as chairman of
the meeting.  In the absence of the Secretary of the corporation, the
secretary of the meeting shall be such person as the chairman appoints.

     Section 6.  Conduct of Business.

     The chairman of any meeting of stockholders shall determine the order
of business and the procedure at the meeting, including such regulation of
the manner of voting and the conduct of discussion as seem to him in order.

     Section 7.  Proxies and Voting.

     At any meeting of the stockholders, every stockholder entitled to vote
may vote in person or by proxy authorized by an instrument in writing filed
in accordance with the procedure established for the meeting.

     All voting, including on the election of directors but excepting where
otherwise required by law, may be by a voice vote; provided, however, that
upon demand therefore by a stockholder entitled to vote or his proxy, a
stock vote shall be taken.  Every stock vote shall be taken by ballots,
each of which shall state the name of the stockholder or proxy voting and
such other information as may be required under the procedure established
for the meeting.  Every vote taken by ballots shall be counted by an
inspector or inspectors appointed by the chairman of the meeting.

     All elections shall be determined by a plurality of the votes cast,
and except as otherwise required by law, all other matters shall be
determined by a majority of the votes cast.

     Section 8.  Stock List.

     A complete list of stockholders entitled to vote at any meeting of
stockholders, arranged in alphabetical order for each class of stock and
showing the address of each such stockholder and the number of shares
registered in his name, shall be open to the examination of any such
stockholder, for any purpose germane to the meeting, during ordinary
business hours for a period of at least ten (10) days prior to the meeting,
either at a place within the city where the meeting is to be held, which
place shall be specified in the notice of the meeting, or if not so
specified, at the place where the meeting is to be held.

     The stock list shall also be kept at the place of the meeting during
the whole time thereof and shall be open to the examination of any such
stockholder who is present.  This list shall presumptively determine the
identity of the stockholders entitled to vote at the meeting and the number
of shares held by each of them.

     Section 9.  Consent of Stockholders in Lieu of Meeting.

     Any action required to be taken at any annual or special meeting of
stockholders of the corporation, or any action which may be taken at any
annual or special meeting of the stockholders, may be taken without a
meeting, without prior notice and without a vote, if a consent in writing,
setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that
would be necessary to authorize or take such action at a meeting at which
all shares entitled to vote thereon were present and voted.

                                 ARTICLE II
                             BOARD OF DIRECTORS

     Section 1.  Number and Term of Office.

     The number of directors who shall constitute the Board of Directors
shall be seven (7), effective as of November 14, 1996.  Each director shall
be elected for a term of one year, and each holds office until such
director's successor is duly elected and qualified or until such director's
earlier resignation or removal, except as otherwise provided herein or
required by law.  The other provisions of these bylaws notwithstanding,
upon issuance of shares of the corporation's Convertible Preferred Stock,
par value $.66  per share, and so long as any shares of the Convertible
Preferred Stock shall remain outstanding, during the occurrence of a
"default period," as defined in the Certificate of Designations filed with
the Secretary of State of the State of Delaware with respect to the
Convertible Preferred Stock, the maximum authorized number of directors on
the Board of Directors shall be increased by two, and the two additional
directors shall be elected by the holders of the Convertible Preferred
Stock pursuant to the terms of the Certificate of Designations.

     Section 2.  Regular Meetings.

     Regular meetings of the Board of Directors shall be held at such place
or places, on such date or dates, and at such time or times as shall have
been established by the Board of Directors and publicized among all
directors. A notice of each regular meeting shall not be required.

     Section 3.  Special Meetings.

     Special meetings of the Board of Directors may be called by one-third
of the directors then in office (rounded up to the nearest whole number) or
by the Chairman of the Board and shall be held at such place, on such date,
and at such time as they or he shall fix.  Notice of the place, date, and
time of each such special meeting shall be given each director by whom it
is not waived by mailing written notice not less than three days before the
meeting or by telegraph or by facsimile the same not less than twenty-four
hours before the meeting.  Unless otherwise indicated in the notice
thereof, any and all business may be transacted at a special meeting.

     Section 4.  Quorum.

     At any meeting of the Board of Directors, a majority of the total
number of the whole Board shall constitute a quorum for all purposes.  If a
quorum shall fail to attend any meeting, a majority of those present may
adjourn the meeting to another place, date, or time, without further notice
or waiver thereof.

     Section 5.  Participation in Meetings By Conference Telephone.

     Members of the Board of Directors, or of any committee thereof, may
participate in a meeting of such Board or committee by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other and such participation
shall constitute presence in person at such meeting.

     Section 6.  Conduct of Business.

     At any meeting of the Board of Directors, business shall be transacted
in such order and manner as the Board may from time to time determine and
all matters shall be determined by the vote of a majority of the directors
present, except as otherwise provided herein or required by law.  Action
may be taken by the Board of Directors without a meeting if all members
thereof consent thereto in writing, and the writing or writings are filed
with the minutes of proceedings of the Board of Directors.

     Section 7.  Powers.

     The Board of Directors may, except as otherwise required by law,
exercise all such powers and do all such acts and things as may be
exercised or done by the corporation, including, without limiting the
generality of the foregoing, the unqualified power:

       (1)To declare dividends from time to time in accordance with
law;

      (2) To purchase or otherwise acquire any property, rights or
          privileges on such terms as it shall determine;

      (3) To authorize the creation, making and issuance, in such form
          as it may determine, of written obligations of every kind,
          negotiable or non-negotiable, secured or unsecured, and to
          do all things necessary in connection therewith;

      (4) To remove any officer of the corporation with or without
          cause, and from time to time to devolve the powers and
          duties of any officer upon any other person for the time
          being;

      (5) To confer upon any officer of the corporation the power to
          appoint, remove and suspend subordinate officers, employees
          and agents;

      (6) To adopt from time to time such stock, option, stock
          purchase, bonus or other compensation plans for directors,
          officers, employees and agents of the corporation and its
          subsidiaries as it may determine;

      (7) To adopt from time to time such insurance, retirement, and
          other benefit plans for directors, officers, employees and
          agents of the corporation and its subsidiaries as it may
          determine; and

      (8) To adopt from time to time regulations, not inconsistent
          with these bylaws, for the management of the corporation's
          business and affairs.

     Section 8.  Compensation of Directors.

     Directors, as such, may receive, pursuant to resolution of the Board
of Directors, fixed fees and other compensation for their services as
directors, including, without limitation, their services as members of
committees of the Board of Directors.


                                 ARTICLE III
                                 COMMITTEES

     Section 1.  Committees of the Board of Directors.

     The Board of Directors, by a vote of a majority of the whole Board,
may from time to time designate committees of the Board, with such lawfully
delegable powers and duties as it thereby confers, to serve at the pleasure
of the Board and shall, for those committees and any others provided for
herein, elect a director or directors to serve as the member or members,
designating, if it desires, other directors as alternate members who may
replace any absent or disqualified member at any meeting of the committee. 
Any committee so designated may exercise the power and authority of the
Board of Directors to declare a dividend or to authorize the issuance of
stock if the resolution which designates the committee or a supplemental
resolution of the Board of Directors shall so provide.  In the absence or
disqualification of any member of any committee and any alternate member in
his place, the member or members of the committee present at the meeting
and not disqualified from voting, whether or not he or they constitute a
quorum, may by unanimous vote appoint another member of the Board of
Directors to act at the meeting in the place of the absent or disqualified
member.

     Section 2.  Conduct of Business.

     Each committee may determine the procedural rules for meeting and
conducting its business and shall act in accordance therewith, except as
otherwise provided herein or required by law.  Adequate provision shall be
made for notice to members of all meetings; one-third of the members shall
constitute a quorum unless the committee shall consist of one or two
members, in which event one member shall constitute a quorum; and all
matters shall be determined by a majority vote of the members present. 
Action may be taken by any committee without a meeting if all members
thereof consent thereto in writing, and the writing or writings are filed
with the minutes of the proceedings of such committee.


                                 ARTICLE IV
                                  OFFICERS

     Section 1.  Generally.

     The officers of the corporation shall consist of:  a Chairman of the
Board, a President, one or more Vice Presidents, any one or more of whom
may be designated as an Executive Vice President or Senior Vice President,
a Secretary, and Treasurer, and such other officers as from time to time
may be appointed by the Board of Directors.  Officers shall be elected by
the Board of Directors, which shall consider that subject at its first
meeting after every annual meeting of stockholders.  Each officer shall
hold office until his successor is elected and qualified or until his
earlier resignation or removal.  Any number of offices may be held by the
same person,

     Section 2.  Chairman of the Board.

     The Chairman of the Board shall be the Chief Executive Officer of the
corporation, shall preside at meetings of the Board of Directors, shall be
responsible for the general supervision and direction of the business of
the corporation, and shall perform such other duties and responsibilities
as are prescribed by the Board of Directors.

     Section 3.  President.

     The President shall be responsible for such duties as are delegated to
him by the Board of Directors, including without limitation the monitoring
and supervision of the corporation's day to day operations.  The President
shall perform the duties of the Chairman of the Board in the event of the
Chairman of the Board's absence or disability.

     Section 4.  Vice President.

     Each Vice President shall have such powers and duties as may be
delegated to him by the Board of Directors.  One Vice President shall be
designated by the Board to perform the duties and exercise the powers of
the President in the event of the President's absence or disability.

     Section 5.  Treasurer.

     The Treasurer shall have the responsibility for maintaining the
financial records of the corporation and shall have custody of all monies
and securities of the corporation.  He shall make such disbursements of the
funds of the corporation as are authorized and shall render from time to
time an account of all such transactions and of the financial condition of
the corporation.  The Treasurer shall also perform such other duties as the
Board of Directors may from time to time prescribe.

     Section 6.  Secretary.

     The -Secretary shall issue all authorized notices for, and shall keep
minutes of, all meetings of the stockholders and the Board of Directors. 
He shall have charge of the corporate books and shall perform such other
duties as the Board of Directors may from time to time prescribe.

     Section 7.  Delegation of Authority.

     The Board of Directors may from time to time delegate the powers or
duties of any officer to any other officers or agents, notwithstanding any
provision hereof.

     Section 8.  Removal.

     Any officer of the corporation may be removed at any time, with or
without cause, by the Board of Directors.

     Section 9.  Action with Respect to Securities of Other Corporations.

     Unless otherwise directed by the Board of Directors, the Chairman of
the Board shall have power to vote and otherwise act on behalf of the
corporation, in person or by  proxy, at any meeting of stockholders of or
with respect to any action of stockholders of any other corporation in
which this corporation may hold securities and otherwise to exercise any
and all rights and powers which this corporation may possess by reason of
its ownership of securities in such other corporation.


                                  ARTICLE V
                                    STOCK

     Section 1.  Certificates of Stock.

     Each stockholder shall be entitled to a certificate signed by, or in
the name of the corporation by, the Chairman of the Board or the President,
and by the Secretary or an Assistant Secretary, or by the Treasurer or an
Assistant Treasurer, certifying the number of shares owned by him.  Any or
all of the signatures on the certificate may be a facsimile.

     Section 2.  Transfers of Stock.

     Transfers of stock shall be made only upon the transfer books of the
corporation kept at an office of the corporation or by transfer agents
designated to transfer shares of the stock of the corporation.  Except
where a certificate is issued in accordance with Section 4 of Article V of
these bylaws, an outstanding certificate for the number of shares involved
shall be surrendered for cancellation before a new certificate is issued
therefor.

     Section 3.  Record Date.

     The Board of Directors may fix a record date, which shall not be more
than sixty nor less than ten days before the date of any meeting of
stockholders, nor more than sixty days prior to the time for the other
action hereinafter described, as of which there shall be determined the
stockholders who are entitled: to notice of or to vote at any meeting of
stockholders or any adjournment thereof; to express consent to corporate
action in writing without a meeting; to receive payment of any dividend or
other distribution or allotment of any rights; or to exercise any rights
with respect to any change, conversion or exchange of stock or with respect
to any other lawful action.

     Section 4.  Lost, Stolen or Destroyed Certificates.

     In the event of the loss, theft or destruction of any certificate of
stock, another may be issued in its place pursuant to such regulations as
the Board of Directors may establish concerning proof of such loss, theft
or destruction and concerning the giving of a satisfactory bond or bonds of
indemnity.

     Section 5.  Regulations.

     The issue, transfer, conversion and registration of certificates of
stock shall be governed by such other regulations as the Board of Directors
may establish.


                                 ARTICLE VI
                                   NOTICES

     Section 1.  Notices.

     Except as otherwise specifically provided herein or required by law,
all notices required to be given to any stockholder, director, officer,
employee or agent shall be in writing and may in every instance be
effectively given by hand delivery to the recipient thereof, by depositing
such notice in the mails, postage paid, or by sending such notice by
prepaid telegram or mailgram.  Any such notice shall be addressed to such
stockholder, director, officer, employee or agent at his or her last known
address as the same appears on the books of the corporation.  The time when
such notice is received, if hand delivered, or dispatched, if delivered
through the mails or by telegram or mailgram, shall be the time of the
giving of the notice.

     Section 2.  Waivers.

     A written waiver of any notice, signed by a stockholder, director,
officer, employee or agent, whether before or after the time of the event
for which notice is to be given, shall be deemed equivalent to the notice
required to be given to such stockholder, director, officer, employee or
agent.  Neither the business nor the purpose of any meeting need be
specified in such a waiver.


                                 ARTICLE VII
                                MISCELLANEOUS

     Section 1.  Facsimile Signatures.

     In addition to the provisions for use of facsimile signatures
elsewhere specifically authorized in these bylaws, facsimile signatures of
any officer or officers of the corporation may be used whenever and as
authorized by the Board of Directors or a committee thereof.

     Section 2.  Corporate Seal.

     The Board of Directors may provide a suitable seal, containing the
name of the corporation, which seal shall be in the charge of the
Secretary.  If and when so directed by the Board of Directors or a
committee thereof, duplicates of the seal may be kept and used by the
Treasurer or by an Assistant Secretary or Assistant Treasurer.

     Section 3.  Reliance upon Books, Reports and Records.

     Each director, each member of any committee designated by the Board of
Directors, and each officer of the corporation shall, in the performance of
his duties, be fully protected in relying in good faith upon the books of
accounts or other records of the corporation, including reports made to the
corporation by any of its officers, by an independent certified public
accountant, or by an appraiser selected with reasonable care.

     Section 4.  Fiscal Year.

     The fiscal year of the corporation shall be as fixed by the Board of
Directors.

     Section 5.  Time Periods.

     In applying any provision of these bylaws which require that an act be
done or not done a specified number of days prior to an event or that an
act be done during a period of a specified number of days prior to an
event, calendar days shall be used, the day of the doing of the act shall
be excluded, and the day of the event shall be included.


                                ARTICLE VIII
                                 AMENDMENTS

     These bylaws may be amended or repealed by the Board of Directors at
any meeting or by the stockholders at any meeting.


