
    EXHIBIT 3.6.

                         CERTIFICATE OF AMENDMENT OF
                        CERTIFICATE OF INCORPORATION
                                     OF
                           AMC PHILADELPHIA, INC.


FIRST:  That in lieu of a special meeting of the Board of Directors of AMC
Philadelphia, Inc. resolution were duly adopted on October 6, 1995 setting
forth a proposed amendment of the Certificate of Incorporation of said
corporation, declaring said amendment to be advisable.  The resolution
setting forth the proposed amendment is as follows:

RESOLVED, that ARTICLE VII of  the Certificate of Incorporation be, and it
hereby is amended to read as follows:

                                "ARTICLE VII

 The number of directors to constitute the Board of Directors is four (4)."

SECOND:  That thereafter, pursuant to said resolution and in accordance
with the bylaws and the laws of the State of Delaware, all of the
stockholders of the corporation, pursuant to an action by consent in lieu
of a special meeting dated October 6, 1995, voted in favor of the proposed
amendments.

THIRD:  That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of Delaware.

FOURTH:  That the capital of said corporation shall not be reduced under or
by mason of said amendment.

IN WITNESS WHEREOF, said AMC Philadelphia, Inc. has caused this certificate
to be signed by Nancy L. Gallagher, its Vice President and Secretary and
Tina M. Kirwan, its Assistant Secretary, this 30th day of November, A.D.
1995.



     By:      /s/Nancy L. Gallagher
          Nancy L. Gallagher, Vice President and
          Secretary


     Attest:  /s/ Tina M.Kirwan
     Tim M. Kirwan, Assistant Secretary

<PAGE>
                          CERTIFICATE OF AMENDMENT
                                     OF
                        CERTIFICATE OF INCORPORATION
                                     OF
                           AMC PHILADELPHIA, INC.


     Pursuant to the provisions of the General Corporation Law of Delaware,
the undersigned hereby certifies as follows:

      1.AMC Philadelphia, Inc. is a corporation organized and existing under
the laws of the State of Delaware.

      2.Effective as of December 4, 1986, the sole incorporator of the
corporation adopted the following amendments to the corporation's Certificate
of Incorporation:

      (a)ARTICLE V of the Certificate of Incorporation of the
corporation is amended so that, as amended, such ARTICLE shall read in its
entirety as follows:

                                  ARTICLE V

     The stockholders of the corporation shall have the preemptive
     right to subscribe to any or all additional shares of any class or
     series of stock of the corporation.

      (b)ARTICLE VII of the Certificate of Incorporation of the
corporation is amended so that, as amended, such ARTICLE shall read in its
entirety as follows:

                                 ARTICLE VII

     The number of directors to constitute the Board of Directors
     is five (5).

      (c)ARTICLE IX of the Certificate of Incorporation of the
corporation is amended so that, as amended, such ARTICLE shall read in its
entirety as follows:

                                 ARTICLE IX

     No director shall have any personal liability to the
     corporation or its stockholders for monetary damages for breach of
     a fiduciary duty as a director, provided, that this ARTICLE IX
     shall not eliminate or limit the liability of a director (a) for
     any breach of the director's duty of loyalty to the corporation or
     its stockholders, (b) for acts or omissions not in good faith or
     which involve intentional misconduct or a knowing violation of law,
     (c) under Section 174 of Title 8 of the Delaware Code, or (d) for
     any transaction from which the director derived an improper
     personal benefit.

      (d)ARTICLE XI of the Certificate of Incorporation of the
corporation is amended so that, as amended, such ARTICLE shall read in its
entirety as follows:

                                 ARTICLE XI

     Any person, upon becoming the owner or holder of any shares of
     stock or other securities issued by the corporation, does thereby
     consent and agree that all rights, powers, privileges, obligations
     or restrictions pertaining to such person or such shares of stock
     or other securities in any way may be altered, amended, restricted,
     enlarged or repealed by laws of the State of Delaware or of the
     United States of America hereinafter adopted.  The corporation
     reserves the right to amend its Certificate of Incorporation;
     provided, that any amendment to ARTICLE V of this Certificate of
     Incorporation must receive the affirmative vote of the holders of
     all of the corporation's outstanding shares entitled to vote and
     any amendment to ARTICLE VII of this Certificate of Incorporator
     must receive the affirmative vote of the holders of at least
     ninety-five percent (95%) of the corporation's outstanding shares
     entitled to vote.

      3.AMC Philadelphia, Inc. has not received any payment for any of
its stock.

      4.Such amendments to the Certificate of Incorporation of AMC
Philadelphia, Inc. have been adopted in accordance with Section 241 of the
General Corporation Law of Delaware.

     IN WITNESS WHEREOF, the undersigned has executed this instrument on the
24th day of December, 1986.


     /s/ Joseph W. Medved                                                   
                                       Joseph W. Medved, Incorporator

<PAGE>
 STATE OF MISSOURI)
     )
 COUNTY OF JACKSON)


     The foregoing instrument was acknowledged before me this 24th day of
December, 1986, by Joseph W. Medved, the sole incorporator of AMC
Philadelphia, Inc., as his act and deed on behalf of AMC Philadelphia, Inc.
and that the facts stated therein are true.



     /s/  Bonnie J. Simmons                                                 
          Notary Public in and for said county and state

My Commission Expires:

BONNIE J. SIMMONS
Notary Public - State of Missouri
Commissioned in Jackson County
My Commission Expires Oct. 2, 1987
<PAGE>
                        CERTIFICATE OF INCORPORATION
                                     OF
                           AMC PHILADELPHIA, INC.

     The undersigned incorporator, for the purpose of forming a corporation
under the General Corporation Law of Delaware, adopts the following
Certificate of Incorporation.

                                  ARTICLE I

     The name of the corporation is:

                           AMC Philadelphia, Inc.

                                 ARTICLE II

     The address of the corporation's registered office in Delaware is 1209
Orange Street, Wilmington, New Castle County, Delaware, and the name of its
resident agent at such address is The Corporation Trust Company.

                                 ARTICLE III

     The corporation is formed for the following purposes:

      (a)To exhibit, play or otherwise display and reproduce, for all
purposes, still and motion pictures, sound films, plays and other dramatic
works, operas, concerts, music and musical works, news, instruction,
entertainment, advertising, educational and informative matter, or any of
them; to produce or procure the production of scenes, acts, plays, concerts,
exhibitions, theatrical performances and the like, and in connection
therewith, to manufacture, purchase or otherwise acquire sceneries, costumes
and other theatrical properties and accessories; to employ actors, singers,
musicians and other persons suitable in connection therewith; to acquire
scenarios, plays, stories, poems, songs, musical pieces and the like, and the
rights to use thereof; to purchase, lease or otherwise acquire, manage,
operate, control, hold, own, use, improve, develop, sell, lease or otherwise
dispose of, mortgage and otherwise encumber, theatres and other amusement
places of every kind and description and any and all interests or rights
therein; and to carry on a general moving picture, theatrical and amusement
business and every branch thereof; and

      (b)To engage in any lawful act or activity for which corporations may
be organized under the General Corporation Law of Delaware.

                                 ARTICLE IV

      (a)The corporation shall have authority to issue 3,000 shares of common
stock, each with a par value of $1.00.

      (b)Each stockholder shall be entitled to one vote for each share of the
corporation's outstanding common stock held of record by such stockholder on
every matter submitted to a vote of the corporation's stockholders, except
that each stockholder shall have the right to vote such shares of common stock
cumulatively in all elections for directors.

                                  ARTICLE V

     No holder of any share of the corporation's stock shall have any
preemptive rights to acquire additional shares.

                                 ARTICLE VI

     The name of the incorporator is Joseph W. Medved, and the mailing address
of the incorporator is 2345 Grand Avenue, P.O. Box 23428, Kansas City,
Missouri 64141.

                                 ARTICLE VII

     The number of directors to constitute the Board of Directors shall be
fixed by, or in the manner provided in, the corporation's bylaws.

                                ARTICLE VIII

     The duration of the corporation is perpetual.

                                 ARTICLE IX

     Whenever a compromise or arrangement is proposed between this corporation
and its creditors or any class of them or between this corporation and its
stockholders or any class of them, any court of equitable jurisdiction within
the State of Delaware may, on the application in a summary way of this
corporation or any creditor or stockholder thereof or on the application of
any receiver or receivers appointed for this corporation under the provisions
of SS 291 of Title 8 of the Delaware Code or on the application of trustees in
dissolution or of any receiver or receivers appointed for this corporation
under the provisions of SS 279 of Title 8 of the Delaware Code order a meeting
of the creditors or class of creditors, or of the stockholders or class of
stockholders of this corporation, as the case may be, to be summoned in such
manner as said court directs.  If a majority in number representing three-
fourths in value of the creditors or class of creditors, or of the
stockholders or class of stockholders of this corporation, as the case may be,
agree to any compromise or arrangement and to any reorganization of this
corporation as a consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or class of creditors, or on all the stockholders or class of
stockholders of this corporation, as the case may be, and also on this
corporation.

                                  ARTICLE X

      (a)All powers of management, direction and control of the corporation
shall be vested in the Board of Directors.

      (b)The corporation's original bylaws shall be adopted by the
corporation's initial Board of Directors.  The bylaws of the corporation may
from time to time be altered, amended or repealed, or new bylaws may be
adopted, in either of the following ways:  (i) by an affirmative vote of the
holders of a majority of the corporation's outstanding shares entitled to
vote, or (ii) by an affirmative vote of a majority of the corporation's
directors then in office.  Any change in the bylaws made by the corporation's
stockholders may thereafter be further changed by the corporation's Board of
Directors, unless the stockholders in making such change shall otherwise
provide.

                                 ARTICLE XI

     Any person, upon becoming the owner or holder of any shares of stock or
other securities issued by the corporation, does thereby consent and agree
that all rights, powers, privileges, obligations or restrictions pertaining
to such person or such shares of stock or other securities in any way may be
altered, amended, restricted, enlarged or repealed by laws of the State of
Delaware or of the United States of America hereinafter adopted.  The
corporation reserves the right to amend or repeal these Articles of
Incorporation or to take any other action as required or allowed by such laws,
and all rights of the owners and holders of any shares of stock or other
securities issued by the corporation are subject to this reservation.

     These Articles of Incorporation have been signed this 26th day of
November, 1986.


     /s/  Joseph W. Medved                                                  
                    Joseph W. Medved, Incorporator
                    <PAGE>
 STATE OF MISSOURI)
     ) SS
 COUNTY OF JACKSON)

     The foregoing instrument was acknowledged before me this 26th day of
November, 1986 by Joseph W. Medved.



     /s/ Virginia R. Carpenter                                              
          Notary Public in and for said County and State

   My commission expires:VIRGINIA R. CARPENTER
     Notary Public - State of Missouri
        August 3, 1990Commissioned in Jackson County
     My Commission Expires Aug. 3, 1980                                     
     (print notary's name here)

