
                                                                 


                                                                 Exhibit 99.3

V55
                                 STOCK AGREEMENT

     THIS  AGREEMENT,   dated  as  of  August  15,  1997,  is  between  (i)  AMC
Entertainment Inc., a Delaware  corporation  ("AMCE"),  (ii) Stanley H. Durwood,
individually,  and as trustee  of the 1992  Durwood,  Inc.  Voting  Trust  dated
December  12,  1992 (the "1992  Trust"),  and as  trustee  of the Trust  created
pursuant to the Stanley H. Durwood  Trust  Agreement  dated August 14, 1989 (the
"1989 Trust"), Carol D. Journagan,  Edward D. Durwood, Thomas A. Durwood, Elissa
D. Grodin,  Brian H.  Durwood,  Peter J.  Durwood,  The Thomas A. and Barbara F.
Durwood Family Investment  Partnership,  a California  limited  partnership (the
"TBD Partnership") (all persons and entities referred to in this clause (ii) are
referred  to  herein  collectively  as  the  "Family   Stockholders")  and  each
Authorized  Assignee (as defined  below) of such Family  Stockholder  (each such
Family  Stockholder  and Authorized  Assignee a "Stockholder"  and  collectively
"Stockholders")  and (iii)  solely for  purposes of Section  5.3  hereof,  Delta
Properties, Inc., a Missouri corporation.

                                   WITNESSETH:

     WHEREAS, Family Stockholders own (directly or indirectly) stock of Durwood,
Inc., a Missouri  corporation ("DI"), which is party to an Agreement and Plan of
Merger and Reorganization among DI and AMCE (the "Merger Agreement"),  providing
for the merger ("Merger") of DI into AMCE; and


     WHEREAS, pursuant to the Merger, Family Stockholders will acquire shares of
AMCE's common stock,  par value 66 2/3(cent) per share (the "Common  Stock") and
shares of AMCE's Class B Stock,  par value 66 2/3(cent)  per share (the "Class B
Stock"); and


     WHEREAS,  the  parties  anticipate  that a portion  of the shares of Common
Stock  received in the Merger (or the shares of Common Stock  received  upon the
conversion of shares of Class B Stock received in the Merger) will be offered in
a secondary  offering  registered  under the  Securities Act of 1933, as amended
(the "1933 Act") pursuant to and as contemplated by the  Registration  Agreement
(the "Secondary Offering"); and

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     WHEREAS, AMCE requires that this Agreement be made as a condition precedent
to the Merger and its agreement to file a  registration  statement in connection
with the Secondary Offering.


     NOW,  THEREFORE,  in  consideration  of the  premises  and  of  the  mutual
covenants  and  agreements  set forth  herein  and for other  good and  valuable
consideration  the  receipt  of  which  is  hereby  acknowledged,  the  parties,
intending to be legally bound hereby, agree as follows:


                                    ARTICLE I

                                   Definitions

     As used in this  Agreement,  the following  terms,  not  otherwise  defined
herein, have the meanings set forth below.


     "Adjusted  Basis"  shall have the  meaning  specified  in the  Registration
Agreement.


     "Affiliate"  of a  specified  person  means a person  (other than AMCE or a
majority-owned  subsidiary of AMCE) that directly,  or indirectly through one or
more  intermediaries,  controls or is controlled  by, or is under common control
with, the person specified. For purposes of this definition, control of a person
means the power,  direct or  indirect,  to direct or cause the  direction of the
management and policies of such person whether by contract or otherwise; and the
terms "controlling" and "controlled" have meanings correlative to the foregoing.


     "Associate"  of any person means (i) a corporation or  organization  (other
than AMCE or a  majority-owned  subsidiary  of AMCE) of which such  person is an
officer or partner or is, directly or indirectly, the beneficial owner of 10% or
more of any class of equity securities;  (ii) any trust or other estate in which
such person has a substantial  beneficial ownership interest or as to which such
person  serves as  trustee  or in a  similar  fiduciary  capacity;  or (iii) any
relative or spouse of such person, or any relative of such

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spouse,  who has the same home as such person or who is a director or officer of
AMCE or any of its parents or subsidiaries.


     "Authorized  Assignee"  of a  Stockholder  means  (i) any  person or entity
(other than a Charitable  Assignee,  except as provided in clause (ii) below) to
which  Voting  Securities  are  transferred  by gift or  otherwise  without fair
consideration or (ii) if such Stockholder is a Family Stockholder, to the extent
such  Stockholder (and its Authorized  Assignees)  transfers more than 5% in the
aggregate of the shares of Class B Stock or Common Stock received by such Family
Stockholder  in the Merger (or Common Stock received upon the conversion of such
Class B Stock)  ("Merger  Shares") to  Charitable  Assignees,  those  Charitable
Assignees receiving shares in excess of such threshold.


     "Charitable   Assignee"  of  a  Stockholder   shall  mean  any   charitable
organization,  including  charitable  remainder and  charitable  lead trusts,  a
transfer of property to which by such  Stockholder  would  qualify,  at least in
part, for an income, gift or estate tax charitable  deduction under the Internal
Revenue Code of 1986, as amended.


     "Durwood  Children"  means  Family  Stockholders  (other  than  Stanley  H.
Durwood,  the 1992 Trust and the 1989 Trust),  and any Authorized  Assignee of a
Family Stockholder (other than Authorized  Assignees of Stanley H. Durwood,  the
1992 Trust and the 1989 Trust that are not Family Stockholders).


     "Exchange Act" means the Securities Exchange Act of 1934, as amended.


     "Effective  Date"  shall  mean  the date on which  the  Effective  Time (as
defined in the Merger Agreement) occurs.


     "Group"  means  two  or  more  persons  acting  as a  partnership,  limited
partnership, syndicate, or other group for the purpose of acquiring, holding, or
disposing of securities of AMCE.

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     "Indemnification  Agreement"  has  the  meaning  specified  in  the  Merger
Agreement.


     "Merger  Expenses"  shall mean  those  Expenses  (as  defined in the Merger
Agreement)  not paid by  Stanley H.  Durwood,  the 1989 Trust and the 1992 Trust
pursuant to Section 2(c) of the Indemnification Agreement.


     "Permitted  Assignee" shall have the meaning  specified in the Registration
Agreement.


     "Registration  Agreement" means the  Registration  Agreement dated the date
hereof among AMCE and the Family Stockholders.


     "Restricted  Period"  shall mean a period  commencing  the date  hereof and
ending three years after the Effective Date.


     "Voting  Securities"  means  Common  Stock,  Class  B Stock  and any  other
securities  of AMCE that may be issued from time to time having  general  voting
power under  ordinary  circumstances  in the election of directors and any other
security of AMCE convertible into, or exercisable for, any such security.


                                   ARTICLE II

                         Representations and Warranties

     Section  2.1   Representations   and  Warranties  of   Stockholders:   Each
Stockholder,  severally,  as to  himself,  herself or itself,  and not  jointly,
hereby represents and warrants to AMCE as follows:


     (a) Such  Stockholder  has full legal right,  power and  authority to enter
into and perform this Agreement and the Registration  Agreement.  This Agreement
and the  Registration  Agreement  are  valid  and  binding  obligations  of such
Stockholder enforceable against such Stockholder in accordance with their terms,
except that such enforcement may

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be subject to (i) bankruptcy, fraudulent conveyance, insolvency, reorganization,
moratorium  or other  similar  laws  now or  hereafter  in  effect  relating  to
creditors' rights generally and (ii) general principles of equity (regardless of
whether such enforcement is considered in a proceeding in equity or at law).


     (b)  Neither  the  execution   and  delivery  of  this   Agreement  or  the
Registration  Agreement  by  such  Stockholder  nor  the  consummation  by  such
Stockholder of the transactions contemplated hereby or thereby conflicts with or
constitutes a violation of or default under any statute, law, regulation,  order
or decree applicable to such Stockholder, or any material contract,  commitment,
agreement, arrangement or restriction of any kind to which such Stockholder is a
party or by which such Stockholder is bound.


     Section 2.2  Representations and Warranties of AMCE. AMCE hereby represents
and warrants to Stockholders as follows:


     (a) AMCE has full  legal  right,  power  and  authority  to enter  into and
perform  this  Agreement  and the  Registration  Agreement.  The  execution  and
delivery  of this  Agreement  and the  Registration  Agreement  by AMCE  and the
consummation by AMCE of the  transactions  contemplated  hereby and thereby have
been duly authorized by all necessary  corporate  action on behalf of AMCE. This
Agreement and the  Registration  Agreement are valid and binding  obligations of
AMCE enforceable  against AMCE in accordance with their terms,  except that such
enforcement may be subject to (i) bankruptcy, fraudulent conveyance, insolvency,
reorganization,  moratorium  or other  similar  laws now or  hereafter in effect
relating to creditors'  rights  generally and (ii) general  principles of equity
(regardless of whether such  enforcement is considered in a proceeding in equity
or at law).


     (b)  Neither  the  execution   and  delivery  of  this   Agreement  or  the
Registration  Agreement by AMCE nor the consummation by AMCE of the transactions
contemplated  hereby or thereby  conflicts with or constitutes a violation of or
default under the charter or bylaws of AMCE, any statute, law, regulation, order
or decree applicable to AMCE, or any material contract,  commitment,  agreement,
arrangement or restriction of any kind to which AMCE is a party or by which AMCE
is bound.

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<PAGE>

                                   ARTICLE III

                          Limitations and Restrictions

     Section 3.1  Restrictions on Certain Actions by  Stockholders.  Each of the
Durwood  Children  severally  agrees that  during the  Restricted  Period,  such
Stockholder  will not, nor will it permit any of its  Affiliates  or  Associates
(other  than  Stanley H.  Durwood,  the 1992 Trust and the 1989  Trust) from and
after the date that such person  becomes an Affiliate or Associate to, unless in
any such case  specifically  invited to do so by the Board of Directors of AMCE,
directly or indirectly, alone or in concert with others:


     (a)  become a member  of a Group  (other  than a Group  composed  solely of
Stockholders)  or make  any  public  or  private  proposal  with  respect  to an
extraordinary transaction involving AMCE or any of its subsidiaries;


     (b) solicit, or participate in any "solicitation" of, "proxies" or become a
"participant"  in any  "election  contest" (as such terms are defined or used in
Regulation 14A under the Exchange Act) with respect to AMCE; or


     (c)  deposit  any  shares  of Common  Stock in a voting  trust  (where  the
trustees  thereof  are not  such  Stockholder  or  Permitted  Assignees  of such
Stockholder) or, except as specifically contemplated by this Agreement,  subject
them to a voting agreement or other agreement or arrangement with respect to the
voting of such shares of Common Stock.


     The foregoing limitations shall not restrict directors of AMCE who are also
Stockholders  from  taking  such  action as  directors  as they deem  necessary,
advisable  or  proper  to  fulfill  their  fiduciary  duties  to  AMCE  and  its
stockholders.


     Section 3.2 Voting. (a) During the Restricted  Period,  each of the Durwood
children, severally, shall grant the proxy set forth in paragraph (b) below, and
shall take no action to revoke or  interfere  with the exercise of such proxy or
to vote shares subject to the proxy in a manner inconsistent with the proxy.

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<PAGE>

     (b) Each of the Durwood  Children  hereby  appoints the  Secretary and each
Assistant Secretary of AMCE, and each of them, as such Durwood Child's proxy and
attorney,  with full power of  substitution,  to vote all shares of Common Stock
owned by such Durwood  Child from time to time for each  candidate for the Board
of Directors of AMCE in the same  proportion as the aggregate votes cast in such
elections by all other  holders of Common Stock not  affiliated  with AMCE,  its
directors and officers.  This proxy will remain in effect during the  Restricted
Period and is coupled with an interest  and  irrevocable  during the  Restricted
Period.  This proxy will  automatically  terminate  upon the  conclusion  of the
Restricted Period.


     Section 3.3 Restrictions on Transfer. Each Stockholder severally agrees not
to sell, assign, pledge, hypothecate,  transfer, grant an option with respect to
or  otherwise  dispose of any  interest in Voting  Securities,  or enter into an
agreement,   arrangement  or   understanding   with  respect  to  the  foregoing
(individually and collectively,  "Transfer"), except in compliance with the 1933
Act. Each  Stockholder  severally  acknowledges  that shares of Common Stock and
Class B Stock  received in the Merger will be subject to limitations on Transfer
imposed  by Rule  145  under  the  1933  Act and  may  not be sold  except  in a
registered offering, pursuant to Rule 145 under the 1933 Act or in a transaction
otherwise  exempt  from  registration  under the 1933 Act and that  certificates
evidencing  Voting  Securities  of AMCE which it will receive as a result of the
Merger (and any shares  subsequently  acquired by such  Stockholder) may bear an
appropriate  legend to such effect (and to the effect that Authorized  Assignees
are  required  to become  parties to this  Agreement  and to the effect that the
Company has a right of first refusal in connection  with certain sales  thereof)
and that AMCE  will  give  stop  transfer  instructions  to its  transfer  agent
regarding Voting Securities held by such Stockholder.


     Section  3.4  Transfers  by  Gift.  Subject  to  the  next  sentence,  each
Stockholder  severally agrees that during the Restricted Period such Stockholder
will not transfer  Voting  Securities  to any  Authorized  Assignee  unless such
person  or  entity  agrees  by  instrument  in  form  and  substance  reasonably
satisfactory  to AMCE to be  bound  by the  provisions  of this  Agreement  as a
"Stockholder". It is understood and agreed that (subject to the requirements set
forth in the definition of Permitted  Assignees in the  Registration  Agreement)
other  transferees  of Voting  Securities  shall not be  required to agree to be
bound by the provisions of this Agreement and that each Family  Stockholder  may
transfer up to 5%

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<PAGE>

in the aggregate of its Merger Shares to Charitable  Assignees free and clear of
the provisions of this Agreement.


                                   ARTICLE IV

                             Right of First Refusal

     Section 4.1  Right of First Refusal.

     (a) In the event that  during  the  Restricted  Period  one of the  Durwood
Children  desires to sell all or part of its holding of Voting  Securities  (the
"Shares") in a transaction that is exempt from the registration  requirements of
the 1933 Act other than in brokers'  transactions  within the meaning of Section
4(4)  thereof,  AMCE  shall  first be given the  opportunity,  in the  following
manner, to purchase (or cause a corporation,  entity, person or group designated
by AMCE to  purchase)  all,  but not less than all, of such Shares  sought to be
sold.


     (b) Such Durwood  Child shall  deliver a written  notice (the  "Notice") to
AMCE of such  intention,  describing  the proposed terms for sale of the Shares,
identifying  the  offeror,  identifying  the proposed  price of the Shares,  and
setting forth the other terms and conditions of such offer or proposed sale.


     (c) AMCE shall have the right for 5 business  days (which  period  shall be
extended  by the  amount  of time  taken to  determine  the  value  of  non-cash
consideration pursuant to the next sentence) from the receipt of the Notice (the
"Decision Period"), exercisable by written notice in accordance with Section 7.8
hereof, to elect to purchase (or to designate a corporation,  entity,  person or
group to purchase)  all,  but not less than all, of the Shares  specified in the
Notice for cash at the price set forth therein and upon the terms and conditions
in the Notice.


     If the purchase price  specified in the Notice  includes any property other
than  cash,  the  purchase  price  shall be deemed to be the  amount of any cash
included in the purchase price plus the value (as may be mutually  agreed by the
Durwood  Child and AMCE,  or, if they are unable to agree,  as  determined by an
independent,  nationally recognized investment banking firm mutually selected by
the Durwood Child and AMCE and the fees and expenses of such firm shall be borne
equally by the Durwood Child and AMCE) of the

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other  property  included  in the  price;  and in such  event  AMCE's  notice of
exercise of the right to elect to purchase  provided  for herein shall set forth
the purchase price so determined.


     (d) If AMCE does not  exercise its right to elect to purchase by the end of
the Decision  Period,  the Durwood  Child shall be free to sell or agree to sell
the Shares specified in the Notice to the third party making the offer described
in the Notice,  at the price specified therein or at any price in excess thereof
and on the other terms and  conditions  specified in the Notice.  If the Durwood
Child shall not so sell all of the Shares within 90 days after the expiration of
the  Decision  Period,  the  provisions  of this  Agreement  including,  without
limitation, this Article IV, shall thereafter apply to the Shares not so sold.


     (e) If AMCE  exercises its right to purchase  specified in paragraph (c) of
this  Article  IV, the closing of the  purchase  of the Shares  shall take place
within 30 days after receipt by the Durwood Child of the notice of exercise at a
place,  time, and date specified by AMCE. At the closing,  AMCE shall deliver to
the Durwood Child cash or immediately  available funds in an amount equal to the
purchase  price set forth in the Notice,  and the Durwood Child shall deliver to
AMCE certificates  representing the Shares, which Shares shall be free and clear
of all liens, security interests and other encumbrances,  duly endorsed in blank
or  accompanied  by stock powers duly executed and otherwise in form  acceptable
for  transfer of the Shares on the books of AMCE,  together  with all  necessary
stock transfer stamps.


                                    ARTICLE V

                               Secondary Offering

     Section 5.1 Consummation of Secondary  Offering.  The Stockholders agree to
use their best efforts to cause the Secondary  Offering to be consummated during
the period  beginning the date that is six months and one day from the Effective
Date and ending the date (the "Deadline Date") that is six months from such date
(provided  that such  six-month  period  ending on the  Deadline  Date  shall be
extended  by  the  length  of  any  Postponement   Period  (as  defined  in  the
Registration Agreement)).


     Section 5.2 Number of Shares.  Subject to the terms and  conditions  of the
Registration  Agreement,  each Stockholder  severally agrees that it will sell a
number of

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shares of Common Stock in the Secondary  Offering  equal to the number of shares
of Common  Stock set forth next to such  Stockholder's  name in Exhibit A to the
Registration  Agreement,  subject  to  reduction  or  increase  pursuant  to the
Registration Agreement,  provided that Thomas A. Durwood and the TBD Partnership
need only in the  aggregate  sell the number of shares of Common Stock set forth
next to Thomas A. Durwood's name on such Exhibit A.


     Section  5.3  Failure  to  Consummate.  In the  event  that the  Merger  is
consummated  and the  Secondary  Offering  is not  consummated  pursuant  to the
Registration  Agreement on or prior to the Deadline Date, other than as a result
of the breach by AMCE of the  Registration  Agreement,  Stanley H. Durwood,  the
1992 Trust, the 1989 Trust and Delta shall jointly and severally (i) pay to AMCE
a fee equal to an aggregate of $2,000,000  to compensate  AMCE for the diversion
of its officers and other  employees in connection  with the Secondary  Offering
and (ii) reimburse AMCE for all of its Merger Expenses.


                                   ARTICLE VI

                                   Tax Matters

     Section  6.1   Representations.   Each  Stockholder  (other  than  the  TBD
Partnership)  hereby  severally  represents  and  warrants  to  AMCE  that  such
Stockholder has no plan or intention,  and as of the Effective Date will have no
plan or intention to sell, exchange,  or otherwise dispose of a number of shares
of Common  Stock or Class B Stock  received in the Merger that would  reduce (i)
the ownership by such  Stockholder  of Common Stock  received in the Merger to a
number of shares  equal to less than 50% of the number of shares of Common Stock
received by such  Stockholder  (plus, in the case of Thomas A. Durwood,  the TBD
Partnership) in the Merger or (ii) the ownership by such  Stockholder of Class B
Stock received by such  Stockholder in the Merger to a number of shares equal to
less  than  50% of the  number  of  shares  of  Class B Stock  received  by such
Stockholder  in the Merger (plus,  in the case of Stanley H.  Durwood,  the 1989
Trust  and the 1992  Trust,  collectively,  a number  of shares of Class B Stock
equal to the sum of (x) 65% of the number of shares of Common Stock  received by
Harvard  College  in the  Merger,  plus (y) a number  of shares of Class B Stock
equal to the Specified Percentage of the total number of shares of Class B Stock
and Common Stock issued in the Merger).


     Section 6.2 Covenants.  Each  Stockholder  (other than the TBD Partnership)
hereby  severally  covenants  that for a period of two years from the  Effective
Date, he, she or

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it will not sell, exchange, or otherwise dispose of a number of shares of Common
Stock or Class B Stock  received  by such  Stockholder  in the Merger that would
reduce (i) the  ownership by such  Stockholder  of Common Stock  received in the
Merger to a number of shares  equal to less than 50% of the  number of shares of
Common  Stock  received  by such  Stockholder  (plus,  in the case of  Thomas A.
Durwood,  the TBD Partnership) in the Merger (provided that such Stockholder may
sell,  exchange or  otherwise  dispose of a number of shares of Common  Stock in
excess  of the  number  otherwise  permitted  by  this  clause  (i)  if  another
Stockholder  agrees by written  instrument  reasonably  satisfactory  to AMCE to
reduce the number of shares of Common Stock such other  Stockholder is permitted
to sell  pursuant  to this  clause (i) by a like  number of shares and all other
Stockholders  consent  in  writing  thereto)  or  (ii)  the  ownership  by  such
Stockholder  of Class B Stock  received by such  Stockholder  in the Merger to a
number of shares equal to less than 50% of the number of shares of Class B Stock
received  by such  Stockholder  in the Merger  (plus,  in the case of Stanley H.
Durwood, the 1989 Trust and the 1992 Trust, collectively,  a number of shares of
Class B Stock  equal to the sum of (x) 65% of the  number  of  shares  of Common
Stock received by Harvard College in the Merger,  plus (y) a number of shares of
Class B Stock equal to the Specified Percentage of the total number of shares of
Class B Stock and Common Stock issued in the Merger).


     Section 6.3  Definitions.  As used herein,  a "Specified  Percentage"  of a
number of shares of Common  Stock and Class B Stock shall mean a  percentage  of
such shares equal to the product  (expressed as a percentage)  of (A) a fraction
having a numerator of $1,125,000 and a denominator equal to the sum of the value
of all  shares of  Common  Stock and  Class B Stock  issued  in the  Merger  (as
determined  by AMCE in good  faith,  such  determination  to be  conclusive  and
binding on the  parties in the  absence of  manifest  error),  plus  $1,125,000,
multiplied by (B) 1.25.  Immediately prior to the execution and delivery of this
Agreement,  AMCE  shall have  delivered  to the 1989  Trust,  the 1992 Trust and
Stanley  H.  Durwood  written  notice  of its  determination  of  the  Specified
Percentage.


                                   ARTICLE VII

                                  Miscellaneous

     Section 7.1 Holdback  Agreement.  The Stockholders agree in connection with
any  registration of an  underwritten  offering of securities of AMCE during the
Restricted Period, including the Secondary Offering, upon the request of AMCE or
the underwriters

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managing such  offering,  not to sell,  make any short sale of, loan,  grant any
option for the  purchase  of, or  otherwise  dispose  of any  Voting  Securities
without the prior written consent of AMCE or such underwriters,  as the case may
be, for such period of time as AMCE or the underwriters may specify (a "Holdback
Period"), provided that the aggregate of Holdback Periods for any 365-day period
shall not exceed 180 days.


     Section 7.2 Interpretation.  For all purposes of this Agreement,  the terms
AMCE "Common  Stock" and "Class B Stock"  shall  include any  securities  of any
issuer  entitled to vote  generally for the election of directors of such issuer
which  securities  the holders of AMCE Common  Stock or Class B Stock shall have
received or as a matter of right are  entitled to receive as a result of (i) any
capital  reorganization or  reclassification  of the capital stock of AMCE, (ii)
any  consolidation,  merger  or  share  exchange  of AMCE  with or into  another
corporation, or (iii) any sale of all or substantially all the assets of AMCE.


     Section 7.3 Enforcement.  (a)  Stockholders,  on the one hand, and AMCE, on
the other,  acknowledge and agree that irreparable  damage would occur if any of
the  provisions of this  Agreement  were not performed in accordance  with their
specific  terms or were  otherwise  breached.  Accordingly,  the parties will be
entitled to an injunction or injunctions  to prevent  breaches of this Agreement
and to enforce  specifically its provisions in any court of the United States or
any state  having  jurisdiction,  this being in addition to any other  remedy to
which they may be entitled at law or in equity.


     (b) No failure or delay on the part of either  party in the exercise of any
power, right or privilege hereunder shall operate as a waiver thereof, nor shall
any single or partial  exercise of any such power,  right or privilege  preclude
other or further exercise thereof or of any other right, power or privilege.


     Section 7.4 Entire Agreement.  This Agreement,  the Merger  Agreement,  the
Registration  Agreement  and the  Indemnification  Agreement  (as defined in the
Merger  Agreement)  and,  with  respect to the Family  Stockholders  only,  that
certain  Durwood  Family  Settlement  Agreement  dated as of January  22,  1996,
constitute  the  entire  understanding  of  the  parties  with  respect  to  the
transactions contemplated herein. This Agreement supersedes all prior agreements
and  understandings  between  the  parties  with  respect  to  the  transactions
contemplated  hereby except that the Durwood Family  Settlement  Agreement shall
not be deemed to be amended by this Agreement and shall remain in full force and
effect.  This Agreement may be amended only by an agreement in writing  executed
by all the parties.

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     Section 7.5  Severability.  If any provision of this Agreement is held by a
court of competent  jurisdiction to be unenforceable,  the remaining  provisions
shall remain in full force and effect. It is declared to be the intention of the
parties that they would have executed the remaining provisions without including
any that may be declared unenforceable.


     Section 7.6 Heading. Descriptive headings are for convenience only and will
not  control or affect the  meaning or  construction  of any  provision  of this
Agreement.


     Section 7.7  Counterparts.  This  Agreement  may be executed in two or more
counterparts, and each such executed counterpart will be an original instrument.


     Section  7.8  Notices.  All  notices,  consents,  requests,   instructions,
approvals and other communications  provided for in this Agreement and all legal
process in regard to this Agreement will be validly given, made or served, if in
writing and delivered personally, by telecopy (except for legal process) or sent
by registered mail postage paid:


If to AMCE:          AMC Entertainment Inc.

                                         106 W. 14th Street
                                         Kansas City, Missouri 64101
                                         Attention: Corporate Secretary
                                         Fax:

with copies to:     Charles J. Egan, Jr., Esq.

                                         Hallmark Cards, Incorporated
                                         2501 McGee Trafficway
                                         Kansas City, MO  64141-6126

                                         The Honorable Paul E. Vardeman
                                         Polsinelli, White, Vardeman & Shalton


                                       13

<PAGE>


                                         Suite 1000, Plaza Steppes
                                         700 West 47th Street
                                         Kansas City, MO  64112-1802

If a Stockholder or Delta: to the address set forth next to such Stockholder's
or                         Delta's name on the signature pages hereto

With information copies of notices
to a Stockholder (other than Stanley
H. Durwood, the 1992 Trust or the
1989 Trust) or Delta to:                Robert C. Kopple, Esq.
                                        Kopple & Klinger
                                        2029 Century Park East
                                        Suite 1040
                                        Los Angles, CA  90067

                                        Glenn Kurlander, Esq.
                                        Schiff Hardin & Waite
                                        150 East 52nd Street
                                        Suite 2900
                                        New York, New York  10022

With information copies of notices
to Stanley H. Durwood, the 1992
Trust, the 1989 Trust or Delta to:     Raymond F. Beagle, Jr., Esq.
                                       Lathrop & Gage L.C.
                                       2345 Grand Boulevard, 24th Floor
                                       Kansas City, Missouri  64108-2684

or to such other address or telecopy number as any party may, from time to time,
designate in a written  notice  given in a like  manner.  Notice shall be deemed
given upon receipt thereof.

     Section 7.9  Successors and Assigns.  This Agreement  shall be binding upon
and inure to the  benefit  of the  successors,  heirs,  legatees,  devisees  and
personal and legal  representatives  of the parties and Authorized  Assignees of
Stockholders;  provided, however, that no party may assign this Agreement (other
than an  assignment  by a  Stockholder  to an  Authorized  Assignee  as provided
herein) without the prior written consent of all other parties.


                                       14

<PAGE>

     Section 7.10 Governing Law.


     (a) This  Agreement  will be  governed  by and  construed  and  enforced in
accordance with the internal laws of the State of Missouri without giving effect
to the conflict of laws principles thereof.


     (b)  Each  party  hereto   hereby   consents  to,  and  confers   exclusive
jurisdiction upon, the courts of the State of Missouri and the Federal courts of
the United States of America located in the City of Kansas City,  Missouri,  and
appropriate  appellate  courts  therefrom,  over any action,  suit or proceeding
arising out of or relating to this Agreement.  Each party covenants that it will
not commence any action,  suit or proceeding  arising out of or relating to this
Agreement in any other jurisdiction.  Nothing in this paragraph shall affect the
rights of a party to enforce a judgment  rendered  by the courts  referred to in
the first  sentence  of this  paragraph  in any other  jurisdiction.  Each party
hereto hereby waives, and agrees not to assert, as a defense in any such action,
suit or  proceeding  that it is not  subject to such  jurisdiction  or that such
action,  suit or proceeding  may not be brought or is not  maintainable  in said
courts or that this  Agreement  may not be enforced in or by said courts or that
its  property  is exempt  or immune  from  execution,  that the suit,  action or
proceeding is brought in an  inconvenient  forum, or that the venue of the suit,
action or proceeding is improper. Service of process in any such action, suit or
proceeding may be served on any party  anywhere in the world,  whether within or
without  the State of  Missouri  by  mailing a copy  thereof  by  registered  or
certified  mail,  postage  prepaid,  to such party at its  address  provided  in
Section  7.8  of  this  Agreement,  provided  that  service  of  process  may be
accomplished in any other manner permitted by applicable law.


     Section 7.11 Certain  Provisions  Regarding  the TBD  Partnership.  The TBD
Partnership  will not participate in any vote or determination to be made by the
Stockholders hereunder.  All agreements and obligations of Thomas A. Durwood and
the TBD  Partnership  made herein or arising  hereunder  (other than in or under
Article  VI  hereof)  shall be  deemed to be joint and  several  agreements  and
obligations of each of Thomas A. Durwood and the TBD Partnership.

                                       15

<PAGE>

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
executed as of the date first referred to above.

                                                  AMC ENTERTAINMENT INC.

                                                  By /s/Peter C. Brown
                                                  --------------------
                                                  Peter C. Brown
                                                  President

Address:                                          STOCKHOLDERS

Suite 1700
Power & Light Building
106 West 14th Street
P.O. Box 419615                                   /s/Stanley H. Durwood
Kansas City, Missouri  64141-6615                 ---------------------
                                                  Stanley H. Durwood

1323 Granite Creek Drive                          /s/Carol D. Journagan
                                                  ---------------------
Blue Springs, MO  64015                           Carol D. Journagan

3001 West 68th Street                             /s/Edward D. Durwood
                                                  --------------------
Shawnee Mission, KS  66208                        Edward D. Durwood

P.O. Box 7208                                     /s/Thomas A. Durwood
                                                  --------------------
Rancho Santa Fe, CA  92067                        Thomas A. Durwood

187 Chestnut Hill Road                            /s/Elissa D. Grodin
                                                  -------------------
Wilton, CT  06897                                 Elissa D. Grodin

655 N.W. Altishan Place                           /s/Brian H. Durwood
                                                  -------------------
Beaverton, OR  97006                              Brian H. Durwood

666 West End Avenue                               /s/Peter J. Durwood
                                                  -------------------
New York, NY  10025                               Peter J. Durwood

                                       16

<PAGE>

Suite 1700
Power & Light Building
106 West 14th Street
P.O. Box 419615                                   /s/Stanley H. Durwood
                                                  ----------------------
Kansas City, Missouri  64141-6615                 Stanley H. Durwood, as trustee
                                                  of the 1992 Trust

1700 Power & Light Building
106 West 14th Street
P.O. Box 419615                                   /s/ Stanley H. Durwood
                                                  ----------------------
Kansas City, Missouri  64141-6615                 Stanley H. Durwood, as trustee
                                                  of the 1989 Trust

Suite 1700                                        DELTA PROPERTIES, INC.
Power & Light Building
106 West 14th Street
P.O. Box 419615                                   /s/Stanley H. Durwood,
                                                  ----------------------
Kansas City, Missouri  64141-6615                 President

P.O. Box 7208                                     THE THOMAS A. AND BARBARA F.
Rancho Santa Fe, California 92067                 DURWOOD FAMILY INVESTMENT
                                                  PARTNERSHIP


                                                  By:/s/Thomas A. Durwood
                                                     ---------------------
                                                  Thomas A. Durwood, as Trustee
                                                  of the Thomas A. and Barbara 
                                                  F. Durwood Family
                                                  Trust, as General Partner

                                                  By: /s/Barbara F. Durwood
                                                     ---------------------
                                                  Barbara F. Durwood, as Trustee
                                                  of the Thomas A. and Barbara 
                                                  F. Durwood Family
                                                  Trust, as General Partnership


                                       17

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