
      EXHIBIT 10.3.
                                 
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
                                
               Form of American Multi-Cinema, Inc.
                  Retirement Enhancement Plan
                    Effective March 29, 1996
                                   
      <PAGE>
  PREAMBLE
    
         WHEREAS, American Multi-Cinema, Inc. ("AMC") desires to retain the
    services of certain executives in their executive capacities with AMC or
    its affiliates and to provide appropriate total retirement compensation to
    those executives; and
    
         WHEREAS, the Company desires to adopt a nonqualified retirement plan,
    effective March 29, 1996, to provide a select group of executives and their
    beneficiaries with supplemental retirement benefits.
    
         NOW, THEREFORE, effective March 29, 1996 the American Multi-Cinema,
    Inc. Retirement Enhancement Plan shall be adopted as hereinafter set forth.
    
    
      SECTION I
      DEFINITIONS
    
         When used herein, the following terms shall have the meanings set
    forth below unless the context clearly indicates otherwise:
    
          1.1"Accrued Benefit" means the Normal Retirement Benefit calculated
    pursuant to Section 3.2 as of any date of determination.  For purposes of
    determining the Accrued Benefit, Final Average Compensation shall be
    determined using the last three (3) full years of employment with the
    Company prior to the date of determination, and the numerator of the
    fraction described in Section 3.2(b) shall be the Participant's Years of
    Service as of the date of determination.
    
          1.2"Actuarial Equivalent" means the equivalent actuarial value,
    determined using the actuarial factors selected by the Administrator, based
    upon the advice of the consulting actuary retained by the Administrator.
    
          1.3"Administrator" means the Compensation Committee of the Board of
    Directors or such other person or persons as may be designated by the
    Board.
    
          1.4"Affiliate" means any trade or business entity, or a predecessor
    company of such entity, if any, which is a member of a controlled group of
    corporations of which the Company is also a member.
    
          1.5"Basic Retirement Plan" means the Defined Benefit Retirement
    Income Plan for Certain Employees of American Multi-Cinema, Inc., as
    amended from time to time.
    
          1.6"Basic Retirement Plan Benefit" means the actuarially equivalent
    annual benefit to which a Participant is entitled from the Basic Retirement
    Plan.  The Basic Retirement Plan Benefit is based upon the accrued monthly
    benefit to which a Participant is entitled, payable in the form of a single
    life annuity commencing on the Participant's normal retirement date and
    ending on the first day of the month during which the Participant's death
    occurs.  The Basic Retirement Plan Benefit assumes immediate commencement
    with applicable reductions for early commencement based upon such reduction
    factors as are applied under the Basic Retirement Plan.
    
          1.7"Board of Directors" means the board of directors of the Company.
    
          1.8"Company" means American Multi-Cinema, Inc. and any successor to
    it.
    
          1.9"Compensation" means the Participant's annual base salary,
    including salary deferrals under employee benefit plans maintained by the
    Company and described in Section 401(k) and/or Section 125 of the Internal
    Revenue Code of 1986, as amended (the "Code") and including bonuses earned
    and paid (or deferred) by the Company and each Affiliate for the fiscal
    year.
    
          1.10"Early Retirement Date" means the date on which the Participant
    attains age 55 or is credited with 15 years of service, whichever is later,
    but in no event earlier than the date five (5) years following such
    Participant's initial date of participation hereunder.
    
          1.11"Effective Date"  means March 29, 1996, the first day of the
    Company's 1997 fiscal year.
    
          1.12"Enhancement Plan Benefit" means the benefit payable in accordance
    with the Plan.
    
          1.13"Final Average Compensation" means the average of the
    Participant's Compensation earned during the last three (3) full years of
    employment with the Company prior to commencing payments under the Plan,
    which average shall not be recalculated if a Participant works beyond his
    Normal Retirement Date.
    
          1.14"Normal Retirement Date" means the date on which the Participant
    attains age 65, but in no event earlier than the date as of which the
    Participant has completed five (5) Years of Service with the Company,
    whether before or after the Effective Date.
    
          1.15"Officer" means an employee of the Company who has been appointed
    by the Board of Directors to a position as a corporate officer at or above
    the title of Vice President.
    
          1.16"Participant" means any Officer who meets the eligibility
    requirements of, and is designated and approved as set forth in, Section
    2.1.
    
          1.17"Plan" means this American Multi-Cinema, Inc. Retirement
    Enhancement Plan.
    
    
          1.18"Surviving Spouse" means the spouse of an active or retired
    Participant who is legally married to the Participant on the Participant's
    date of death.
    
          1.19"Total and Permanent Disability" or "Disability" means the
    apparently total and permanent disability of a Participant to perform the
    usual duties of his employment with the Company in a reasonably efficient
    manner, as determined by the Administrator in its sole discretion.  Such
    incapacity may be determined to exist when certified by a physician who is
    mutually acceptable to the Administrator and the Participant or based upon
    a determination of disability by the Social Security Administration.
    
          1.20"Year of Service" means each calendar year prior to a
    Participant's Normal Retirement Date during which the employee is credited
    with employment on a full-time basis, provided that the employee is
    employed by the Company or an Affiliate for the entire calendar year.  In
    the year which contains the employee's employment (or reemployment)
    commencement date or death, disability or retirement date, such employee's
    Years of Service shall also include a partial Year of Service (expressed in
    terms of completed months) for the applicable portion of the year to be
    considered.
    
    
      SECTION II
      ELIGIBILITY TO PARTICIPATE
    
          2.1Eligibility. An Officer of the Company shall be eligible to
    become a Participant of the Plan at such time, if any, as he or she is 
    designated and approved for participation by the Board of Directors, in its
    discretion.
    
         The Officers designated as Participants as of the Effective Date are
    shown on Exhibit A attached hereto.
    
    
      SECTION III
      ELIGIBILITY FOR AND AMOUNT OF BENEFITS
    
          3.1Eligibility.  Each Participant is eligible to receive an
    Enhancement Plan Benefit beginning on or after the Participant's Early
    Retirement Date or Normal Retirement Date, unless the Enhancement Plan
    Benefit is forfeited as hereinafter provided.
    
          3.2Normal Retirement Benefit.
    
          (a)The Enhancement Plan Benefit of a Participant who reaches
    his Normal Retirement Date shall be an annual amount payable monthly for
    the life of the Participant commencing on the first day of the month
    following such Normal Retirement Date equal to (i) minus (ii) minus (iii)
    minus (iv), where (i), (ii), (iii) and (iv) are:
    
          (i)Sixty percent (60%) of the Participant's Final Average
         Compensation;
    
          (ii)the Participant's Basic Retirement Plan Benefit;
    
          (iii)the Participant's Primary Social Security benefit
         at age 65 or, if later, the Participant's Normal Retirement Date;
    
          (iv)an amount equal to an annual annuity commencing at the
         Normal Retirement Date attributable to the Company's contributions
         (but not attributable to the Participant's contributions, as
         applicable) to the AMC SERP Plan adopted effective January 1, 1994,
         the American Multi-Cinema, Inc. 401(k) Savings Plan, the AMC
         Nonqualified Deferred Compensation Plan, and the American Multi-
         Cinema, Inc. Executive Savings Plan.
    
          (b)If a Participant has completed fewer than 25 Years of
    Service, the benefit calculated in Subsection (a)(i) above shall be
    adjusted by multiplying the benefit by a fraction, the numerator of which
    is the Participant's Years of Service at retirement and the denominator of
    which is 25.  
    
          3.3Early Retirement Benefit.  A Participant who has attained his
    Early Retirement Date and has retired thereafter (or whose employment has
    terminated previously under the circumstances described in Section 3.8(c))
    shall receive a monthly retirement benefit in an amount equal to his
    Accrued Benefit, reduced by six and two-thirds percent (6 2/3%) for each of
    the first five years by which commencement precedes age 65 and an
    additional three and one-third percent (3 1/3%) for each year by which such
    commencement precedes age 60.  In each case, such reductions shall be
    applied on a pro-rata basis for less than full years.
    
          3.4Deferred Retirement Benefit.  A Participant's Accrued Benefit
    shall commence at his Normal Retirement Date whether or not the Participant
    continues to be employed by the Company.  Any Participant who attained age
    65 prior to the Effective Date shall commence receipt of his Accrued
    Benefit under the Plan as of the Effective Date, based on the provisions of
    Section 3.2 as though the Effective Date were such Participant's Normal
    Retirement Date and the date of commencement of the Participant's benefits
    under each of the benefit sources described in Section 3.2.  In calculating
    such Participant's Accrued Benefit hereunder, the amounts attributable to
    each benefit source under Section 3.2 shall be determined using the actual
    benefit payable from such benefit source, if payments from such source
    already have commenced at the time of calculation.  If such amount from
    each benefit source is not payable in the form of a life annuity, the
    amount determined under Sections 3.2(a)(ii), 3.2(a)(iii) and 3.2(a)(iv) as
    appropriate shall be the amount of an actuarially equivalent life annuity
    commencing on the later of the date such benefit commences and the date the
    Enhancement Plan Benefits commence.
    
          3.5Death While Actively Employed and Prior to Commencement of
    Benefits.  If a Participant dies while still actively employed but before
    he has commenced his Enhancement Plan Benefit, the Participant's Surviving
    Spouse, if any, shall be entitled to receive a monthly benefit for life
    commencing on the first of the month coincident with or following the later
    of (a) the Participant's death and (b) the date the Participant would have
    first become eligible to receive his Enhancement Plan Benefit under Section
    3.1 based on his Years of Service at the time of his death.  The amount of
    this benefit shall be 50% of the Participant's Accrued Benefit actuarially
    reduced for payment as a 50% Joint & Contingent annuity, and further
    reduced, as applicable, under Section 3.3 for commencement before the
    Participant's attainment of age 65.
    
          3.6Death After Commencement of Benefits.  If a Participant dies
    after he has commenced his Enhancement Plan Benefit, his beneficiary shall
    be entitled to receive the amount payable, if any, under the form of
    benefit elected by such Participant.  If a Participant dies after he has
    retired but prior to commencement of his benefit, his election under
    Section 4.1 shall be void and his Surviving Spouse shall be entitled to the
    benefit described in Section 3.5.
    
          3.7Disability Benefit.  Upon Total and Permanent Disability, a
    Participant shall be entitled to an immediate annual disability benefit,
    payable for the life of the Participant, equal to his Accrued Benefit
    determined under Section 3.2 as of his date of disability but without
    reduction by reason of early commencement, payable commencing as of the
    first day of the month following the date of such disability, but reduced
    by the monthly benefit amount, if any, under any long term disability plan
    or policy provided by the Company.
    
          3.8Forfeiture on Termination of Employment.  
    
          (a)If a Participant's employment with the Company or an
    Affiliate terminates for any reason (or no reason), without the Company's
    express written consent, prior to such Participant's Early Retirement Date,
    the Participant shall forfeit all right to benefits under the Plan.
    
          (b)If a Participant's employment is terminated by the Company
    at any time, including after his Early Retirement Date or Normal Retirement
    Date, for Cause, the Participant shall forfeit all benefit rights under the
    Plan.  Termination by the Company of "for Cause" means termination upon:
    
          (i)the willful and continued failure by the Participant to
         substantially perform his duties with the Company (other than any such
         failure resulting from disability) after a written demand for
         substantial performance is delivered to the Participant by the
         Company, which demand specifically identifies the manner in which the
         Company believes the Participant has not substantially performed his
         duties, or
    
          (ii)the willful engaging by the Participant in conduct that
         is demonstrably and materially injurious to the Company, monetarily or
         otherwise.
    
          (c)If a Participant's employment is terminated at any time,
    either at the request of the Company (other than for Cause), or if such
    termination of employment is deemed by the Company to occur as a result of
    Change of Control, the Participant shall be entitled to receive his Accrued
    Benefit under Section 3.2 or 3.3 as applicable.
    
         A "Change in Control of the Company" shall be deemed to have
    occurred if:
    
         (i)  any "person," as such term is used in Sections 13(d) and
         14(d) of the Securities Exchange Act of 1934, as amended (the
         "Exchange Act") (other than the Company, the Durwood Interests, any
         trustee or other fiduciary holding securities under an employee
         benefit plan of the Company, or any company owned, directly or
         indirectly, by the shareholders of the Company in substantially the
         same proportions as their ownership of stock of the Company), is or
         becomes the "beneficial owner" (as defined in Rule 13d-3 under the
         Exchange Act), directly or indirectly, of securities of the Company
         representing 50% or more of the combined voting power of the Company's
         then outstanding securities.  The "Durwood Interests" means (i) Stanley
         H. Durwood, his spouse and any of his lineal descendants and their
         respective spouses (collectively, the "Durwood Family") and any
         Affiliate of any member of the Durwood Family, (ii) Stanley H.
         Durwood's estate, or any trust established by Stanley H. Durwood,
         during any period of administration prior to the distribution of
         assets to beneficiaries who are Persons described in clause (iii)
         below, and (iii) any trust which is solely for the benefit of one or
         more members of the Durwood Family (whether or not any member of the
         Durwood Family is a trustee of such trust) or solely for the benefit
         of one or more charitable organizations or solely for the benefit of a
         combination of members of the Durwood Family and one or more
         charitable organizations;
    
         (ii)  during any period of two consecutive years,
         individuals who at the beginning of such period constitute the Board
         of Directors and any new director (other than a director designated by
         a person who has entered into an agreement with the Company to effect
         a transaction described by clause (i), (iii) or (iv) of this
         paragraph) whose election by the Board or nomination for election by
         the Company's shareholders was approved by a vote of at least two-
         thirds (2/3) of the directors then still in office who either were
         directors at the beginning of the period or whose election or
         nomination for election was previously so approved, cease for any
         reason to constitute at least a majority thereof;
    
         (iii)  the shareholders of the Company approve a merger or
         consolidation of the Company with any other company, other than (A) a
         merger or consolidation which would result in the voting securities of
         the Company outstanding immediately prior thereto continuing to
         represent (either by remaining outstanding  or by being converted into
         voting securities of the surviving entity) more than 50% of the
         combined voting power of the voting securities of the Company or such
         surviving entity outstanding immediately after such merger or
         consolidation or (B) a merger or consolidation effected to implement a
         recapitalization of the Company (or similar transaction) in which no
         "person" (as hereinabove defined) acquires more than 50% of the
         combined voting power of the Company's then outstanding securities; or
    
         (iv)  the shareholders of the Company approve a plan of
         complete liquidation of the Company or an agreement for the sale or
         disposition by the Company of all or substantially all of the
         Company's assets.
    
          3.9Maximum Annual Payment.  In the event the payment of all or any
    portion of an annual Enhancement Plan Benefit would be nondeductible by the
    Company or any Affiliate in any year under the terms of Section 162(m) of
    the Code, such nondeductible amount shall be deferred and paid in a lump
    sum as soon as practicable in the immediately following year.
    
    
      SECTION IV
      FORM AND COMMENCEMENT BENEFITS
    
          4.1Form of Benefits. Upon commencement of benefits pursuant to
    Sections 3.2, 3.3 or 3.4, a Participant shall be deemed to have elected to
    receive his Enhancement Plan Benefit as a life annuity or, prior to
    commencement of such benefit, the Participant may request payment of his
    Enhancement Plan Benefit in any other form acceptable to the Administrator. 
    Such alternative form of annuity shall be the Actuarial Equivalent of the
    Participant's Accrued Benefit payable as a life annuity.  Such election
    shall be made in accordance with procedures established by the
    Administrator and failure to make an election will be deemed to be an
    election of the life annuity form of benefit. 
    
          4.2Commencement of Benefits.  An Enhancement Plan Benefit payable to
    a Participant pursuant to paragraphs 3.2 or 3.3 shall commence to be paid
    on the first day of the month coincident with or next following the
    Participant's retirement on or after his Early Retirement Date and, in any
    event, coincident or next following his Normal Retirement Date, unless
    calculation of the benefit or other circumstances as reasonably determined
    by the Administrator cause a delay in such payment.  In the event payment
    of a Participant's benefit is delayed more than thirty (30) days beyond the
    date the Participant otherwise would be entitled to the payment hereunder,
    the amount of such payment(s) shall be increased by an interest factor
    equal to the then actuarially assumed rate of return under the Basic
    Retirement Plan.  An Enhancement Plan Benefit payable to a Surviving Spouse
    pursuant to paragraph 3.4 or 3.5 shall commence as set forth in paragraph
    3.4 or 3.5.  In the event a Participant is entitled to severance payments
    under a severance payment agreement, benefits under this Plan will not
    commence until payments under the severance payment agreement have ceased.
    
    
                            SECTION V
                                   AMENDMENT AND TERMINATION
                                   
          5.1Amendment or Termination.  The Company reserves the right to
    amend or terminate the Plan by, or pursuant to, action of the Board of
    Directors when, in the sole opinion of the Company, an amendment or
    termination is advisable.  Any amendment or termination shall be made
    pursuant to a resolution of the Board of Directors and shall be effective
    as of the date of such action.  No amendment or termination of the Plan
    shall directly or indirectly deprive any Participant or Surviving Spouse of
    all or any portion of any Enhancement Plan Benefit currently being paid or
    payable under the Plan, nor shall an amendment or termination reduce the
    amount of any benefit considered to be accrued under the Plan to the date
    of amendment or termination.
    
    
                            SECTION VI
                                        ADMINISTRATION
                                   
          6.1Administrator.  The Plan shall be administered by the
    Administrator, which shall have the authority to interpret the Plan, to
    determine eligibility hereunder, to determine the nature and amount of
    benefits and to decide and settle disputes relative to the rights of any
    party under the Plan, all in its sole discretion.  Any construction or
    interpretation of the Plan and any determination of fact in administering
    the Plan made in good faith by the Administrator shall be final and
    conclusive upon all parties for all Plan purposes.  All interpretations of
    the Plan or determinations of entitlement to benefits shall be in writing,
    signed by authority of the Administrator.
    
          6.2Claims Procedure.
    
          (a)The Administrator shall prescribe a form for the
    presentation of claims under the terms of this Plan.
    
          (b)Upon presentation to the Administrator of a claim on the
    prescribed form, the Administrator shall make a determination of the
    validity thereof.  If the determination is adverse to the claimant, the
    Administrator shall furnish to the claimant within 90 days after the
    receipt of the claim a written notice setting forth the following:
    
          (i)the specific reason or reasons for the denial;
    
          (ii)specific references to pertinent provisions of the Plan
         on which the denial is based;
    
          (iii)a description of any additional material or
         information necessary for the claimant to perfect the claim and an
         explanation of why such material or information is necessary; and
    
          (iv)appropriate information as to the steps to be taken if
         the claimant wishes to submit his or her claim for review.
    
          (c)In the event of a denial of a claim, the claimant or his or
    her duly authorized representative may appeal such denial to the
    Administrator for a full and fair review of the adverse determination. 
    Claimant's request for review must be in writing and made to the
    Administrator within 60 days after receipt by claimant of the written
    notification required under Section 6.2(b); provided, however, such 60-day
    period shall be extended if circumstances so warrant.  Claimant or his or
    her duly authorized representative may submit issues and comments in
    writing which shall be given full consideration by the Administrator in its
    review.
    
          (d)The Administrator may, in its sole discretion, conduct a
    hearing.  A request for a hearing made by claimant will be given full
    consideration.  At such hearing, the claimant shall be entitled to appear
    and present evidence and be represented by counsel.
    
          (e)A decision on a request for review shall be made by the
    Administrator not later than 60 days after receipt of the request;
    provided, however, in the event of a hearing or other special
    circumstances, such decision shall be made not later than 120 days after
    receipt of such request.  If it is necessary to extend the period of time
    for making a decision beyond 60 days after the receipt of the request, the
    claimant shall be notified in writing of the extension of time prior to the
    beginning of such extension.
    
          (f)The Administrator's decision on review shall state in
    writing the specific reasons and references to the Plan provisions on which
    it is based.  Such decision shall be promptly provided to the claimant.  If
    the decision on review is not furnished in accordance with the foregoing,
    the claim shall be deemed denied on review.
    
    
                           SECTION VII
                                         MISCELLANEOUS
                                   
          7.1No Effect on Employment Rights.  Nothing contained herein will
    confer upon any Participant the right to be retained in the service of the
    Company or any Affiliate nor limit the right of the Company or any
    Affiliate to discharge or otherwise deal with a Participant without regard
    to the existence of the Plan.
    
          7.2Funding.  The Plan at all times shall be entirely unfunded and
    unsecured and no provisions shall at any time be made with respect to
    segregating any assets of the Company for payment of benefits hereunder. 
    No Participant, Surviving Spouse or any other person shall have any
    interest in any particular assets of the Company by reason of the right to
    receive a benefit under the Plan.  To the extent that the Participant or
    any other person acquires a right to receive benefits under this Plan, such
    right shall be no greater than the right of any unsecured general creditor
    of the Company.
    
          7.3Spendthrift Provisions.  No benefit payable under the Plan shall
    be subject in any manner to anticipation, alienation, sale, transfer,
    assignment, pledge, encumbrance, or charge prior to actual receipt thereof
    by the payee, and any attempt so to anticipate,  alienate, sell, transfer,
    assign, pledge, encumber or charge prior to such receipt shall be void; and
    the Company shall not be liable in any manner for or subject to the debts,
    contracts, liabilities, engagements or torts of any person entitled to any
    benefit under the Plan.
    
          7.4State Law.  The Plan is established under and will be construed
    according to the laws of the State of Missouri, to the extent that such
    laws are not preempted by the Employee Retirement Income Security Act of
    1974 ("ERISA") and valid regulations promulgated thereunder.
    
          7.5Incapacity of Recipient.  In the event a Participant or Surviving
    Spouse is declared incompetent and a conservator or other person legally
    charged with the care of the person or the estate of the Participant or
    Surviving Spouse is appointed, any benefits under the Plan to which such
    Participant or Surviving Spouse is entitled shall be paid to the
    conservator or other person legally charged with the care of the
    Participant.  Except as provided in the preceding sentence, should the
    Administrator, in its discretion, determine that a Participant or Surviving
    Spouse is unable to manage personal affairs, the Administrator may make
    distributions to any person for the benefit of the Participant or Surviving
    Spouse.
    
          7.6Unclaimed Benefit.  Each Participant shall keep the Company
    informed of a current address and the current address of the Participant's
    Surviving Spouse.  The Administrator shall not be obligated to search for
    the whereabouts of any person.  If the location of a Participant is not
    made known to the Company within three (3) years after the date on which
    any payment of the Participant's Enhancement Plan Benefit may be made, such
    benefit shall be forfeited but will be reinstated if a claim therefore is
    filed by the Participant or his legal representative.
    
          7.7Select Group.  This Plan is "maintained primarily for the purpose
    of providing deferred compensation to a select group of management or
    highly compensated employees" of the Company and is intended to qualify as
    a "Top Hat" plan under ERISA.
    
          7.8Gender and Number.  The masculine gender, where appearing herein,
    shall be deemed to include the feminine gender, and the singular shall be
    deemed to include the plural, unless the context clearly indicates to the
    contrary.
    
         IN WITNESS WHEREOF, the Company has caused this instrument to be
    executed by its authorized officers this ______ day of __________________,
    1996.
    
                           AMERICAN MULTI-CINEMA, INC.
    
    ATTEST:
    
                                                                 
    
      <PAGE>
                         EXHIBIT A
         PARTICIPANTS ON THE EFFECTIVE DATE OF THE PLAN
                                   
                Chairman & CEO            S. Durwood
    
    
                EVP & COO                 P. Singleton
    
    
                EVP & CFO                 P. Brown
    
    
    
    
    
