
                                                                  Exhibit 99.7

                                SECOND AMENDMENT
                                       TO
                       DURWOOD FAMILY SETTLEMENT AGREEMENT

     THIS  AMENDMENT  is made as of August 15,  1997 by and among (i) STANLEY H.
DURWOOD,  individually,  as Trustee of the 1992 Durwood, Inc. Voting Trust dated
December 12, 1992,  as amended,  and as Trustee of the Stanley H. Durwood  Trust
Agreement dated August 14, 1989, as amended, and (ii) CAROL D. JOURNAGAN, EDWARD
D.  DURWOOD,  ELISSA D. GRODIN,  BRIAN H. DURWOOD,  PETER J. DURWOOD,  THOMAS A.
DURWOOD,  ("TAD"),  and THE THOMAS A. AND BARBARA F. DURWOOD  FAMILY  INVESTMENT
PARTNERSHIP,  a California limited  partnership ("TBD Partnership") (all persons
and  entities  listed in this clause (ii) are referred to herein as the "Durwood
Children").

     WHEREAS, the parties hereto (other than TBD Partnership) heretofore entered
into a certain  agreement  entitled the "Durwood  Family  Settlement  Agreement"
dated as of January 22, 1996, as amended by first amendment  thereto dated as of
March 18, 1997  ("Settlement  Agreement"),  regarding,  among other things,  the
liquidation of American Associated  Enterprises,  a Missouri limited partnership
("AAE"), and the merger of Durwood, Inc., a Missouri corporation ("DI), with and
into AMC Entertainment, Inc., a Delaware corporation ("AMCE");

     WHEREAS,  the parties hereto and others  heretofore  entered into a certain
Partnership Interest Assignment and Assumption Agreement dated as of August ___,
1997 (the  "Assignment and  Assumption"),  pursuant to which TAD assigned to TBD
Partnership,  inter  alia,  an  undivided  portion  of TAD's  rights,  title and
interests in, to and under the Settlement Agreement, and TBD Partnership assumed
and agreed  perform  and  observe,  to the extent  applicable  to the  interests
transferred, all of the terms, covenants and conditions on the part of TAD to be
performed  or  observed  under  the  Settlement  Agreement,  upon the  terms and
conditions contained therein; and

     WHEREAS, the parties desire to amend the Settlement Agreement in the manner
hereinafter  provided  in order to  implement  the terms of the  Assignment  and
Assumption;

     NOW,  THEREFORE,  in  consideration  of the  foregoing,  and of the  mutual
agreements,  promises,  covenants and representations hereinafter set forth, the
parties, intending to be bound legally, hereby agree as follows:

     1. Capitalized  terms not otherwise  defined herein shall have the meanings
assigned to such terms in the Settlement Agreement.

     2. The parties hereto agree that TBD  Partnership  shall be, and hereby is,
added as a party to the  Settlement  Agreement as one of the Partners and as one
of the Durwood Children, respectively.

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     3. TBD Partnership  shall, and hereby does, assume and agree to be bound by
and perform and observe,  to the extent applicable directly or indirectly to the
interest  transferred  pursuant to the  Assignment  and  Assumption,  all of the
terms, covenants,  conditions and obligations on the part of TAD to be performed
or observed under the Settlement Agreement.

     4.  Notwithstanding   anything  contained  or  implied  herein  or  in  the
Assignment and Assumption to the contrary,  TBD Partnership will not participate
in any vote or  determination  to be made by the  parties  under the  Settlement
Agreement.  All agreements and  obligations of TAD and TBD  Partnership  made or
arising under the Settlement  Agreement  shall be deemed to be joint and several
agreements and obligations of each of TAD and TBD Partnership.

     5.  Except as  expressly  modified  by this  Amendment,  each party  hereby
expressly reserves all of its rights,  remedies and defenses under,  arising out
of or related to the Settlement Agreement, the transactions contemplated thereby
and all applicable laws, whether at law or in equity.

     6. Except as expressly modified by this Amendment, the Settlement Agreement
shall remain in full force and effect in accordance with its terms and is hereby
ratified and confirmed in all respects by the parties hereto.

     IN WITNESS  WHEREOF,  the parties have caused this Amendment to be executed
as of the date first above written.

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/s/Stanley H. Durwood                            /s/Thomas A. Durwood
---------------------                            --------------------
STANLEY H. DURWOOD, individually and             THOMAS A. DURWOOD
as trustee of the aforesaid trusts


/s/Carol D. Journagan                           THE THOMAS A. AND BARBARA F.
---------------------                           
CAROL D. JOURNAGAN                              DURWOOD FAMILY INVESTMENT
                                                PARTNERSHIP

/s/Edward D. Durwood                            By: /s/Thomas A, Durwood
--------------------                               ----------------------
EDWARD D. DURWOOD                               Thomas A. Durwood, as Trustee 
                                                of the Thomas A. and Barbara F.
                                                Durwood Family Trust, as 
                                                General Partner
/s/Elissa D. Grodin
-------------------
ELISSA D. GRODIN
                                               By: /s/Barbara F. Durwood
                                                  ----------------------
                                               Barbara F. Durwood, as Trustee 
                                               of the Thomas A. and Barbara
                                               F. Durwood Family Trust.
                                               as General Partner

/s/Brian D. Durwood                   
-------------------                   
BRIAN H. DURWOOD                      


/s/Peter J. Durwood
-------------------
PETER J. DURWOOD

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     THE UNDERSIGNED,  AMC ENTERTAINMENT INC., hereby consents to the provisions
of the foregoing Second Amendment to Durwood Family  Settlement  Agreement among
Stanley H. Durwood,  individually,  as Trustee of the 1992 Durwood,  Inc. Voting
Trust dated  December  12,  1992,  as amended,  and as Trustee of the Stanley H.
Durwood Trust  Agreement dated August 14, 1989,  Carol D.  Journagan,  Edward D.
Durwood, Elissa D. Grodin, Brian H. Durwood, Peter J. Durwood, Thomas A. Durwood
and The Thomas A. and Barbara F. Durwood Family Investment Partnership, pursuant
to the provisions of Section 4(a) of the  Indemnification  Agreement dated as of
March 31,  1997 among the  undersigned,  Stanley H.  Durwood,  individually,  as
Trustee of the 1992  Durwood,  Inc.  Voting Trust dated  December  12, 1992,  as
amended,  and as Trustee of the Stanley H. Durwood Trust  Agreement dated August
14, 1989, Carol D. Journagan,  Edward D. Durwood,  Thomas A. Durwood,  Elissa D.
Grodin, Brian H. Durwood and Peter J. Durwood, as amended.


Date: August 15, 1997                  AMC ENTERTAINMENT INC.

                                       By:/s/ Stanley H. Durwood
                                          ----------------------
                                       Title: Chairman and CEO

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