
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                  SCHEDULE 13D


                    Under the Securities Exchange Act of 1934
                               (Amendment No. 2)*


                             AMC ENTERTAINMENT INC.
                                (name of issuer)

                      COMMON STOCK, 66 2/3 cents PAR VALUE


                                   001669 10 0
                                 (CUSIP number)


                             Raymond F. Beagle, Jr.
                               LATHROP & GAGE L.C.
                                2345 Grand Avenue
                        Kansas City, Missouri 64108-2684
                                 (816) 292-2129
                      (name, address and telephone number)
                         of person authorized to receive
                           notices and communications)

                                 August 15, 1997
                      (date of event which requires filing
                               of this statement)

If the filing person has previously  filed a statement on Schedule 13G to report
the  acquisition  which is the subject of this  Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|.

     Note: Six copies of this statement, including all exhibits, should be filed
with the Commission.  See Rule 13d-1 (a) for other parties to whom copies are to
be sent.

                         (Continued on following pages)
                              (Page 1 of 11 pages)
--------------------
*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for any  subsequent  amendment  containing  information  which  would  alter the
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).


                                        1

<PAGE>



                              CUSIP No. 001669 10 0


(1)  Names of reporting  Persons;  S.S. or I.R.S.  Identification  Nos. of Above
     Persons.

                         Stanley H. Durwood; ###-##-####

(2)      Check the appropriate box if a member of a Group (See Instructions)

    (a)  [  ]
    (b)  [x]

(3)      SEC Use Only

         -----------------------------------------------------------------------

         -----------------------------------------------------------------------

         -----------------------------------------------------------------------

(4)      Source of Funds (See Instructions)

                                                            00

(5)  Check Box if Disclosure of Legal  Proceedings is Required Pursuant to Items
     2(d) or 2(e) [_]

(6)      Citizenship or Place of Organization

                                                         U.S.A.

Number of Shares   (7)     Sole Voting Power                 5,070,807

Beneficially               ----------------------------------------------------

Owned by Each      (8)     Shared Voting Power               0

Reporting                  ----------------------------------------------------

Person             (9)     Sole Dispositive Power            5,070,807

With                       ----------------------------------------------------

                  (10)    Shared Dispositive Power           5,070,807

(11)     Aggregate Amount Beneficially Owned by Each Reporting Person

                                                             5,070,807

                                        2

<PAGE>

(12) Check if the  Aggregate  Amount in Row (11)  Excludes  Certain  Shares (See
     Instructions) [ x ]

(13)     Percent of Class Represented by Amount in Row (11)          27.5 %

(14)     Type of Reporting Person (See Instructions)                 IN


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<PAGE>

                             INTRODUCTORY STATEMENT

        This schedule is filed by Mr.  Stanley H. Durwood.  By this filing,  Mr.
Durwood  amends Items 2 through 7 of the  Schedule 13D filed by Mr.  Durwood and
Durwood, Inc., a Missouri corporation ("DI"), dated January 24, 1994, as amended
May 3, 1996, to read as set forth herein.

ITEM 1.   SECURITY AND ISSUER.

        This statement  relates to the Common Stock,  par value 66 2/3 cents per
share  ("Common  Stock") , of AMC  Entertainment  Inc.,  a Delaware  corporation
("AMCE").  AMCE's  principal  executive  offices  are  located  at 106 West 14th
Street, Kansas City, Missouri 64105.

ITEM 2.   IDENTITY AND BACKGROUND.

        This statement is filed by Stanley H. Durwood.

        Stanley H. Durwood is a United States Citizen whose business  address is
106 West 14th Street, Kansas City, Missouri,  64105. As his principal occupation
he serves as Chairman of the Board and Chief Executive  Officer of AMCE. AMCE is
a theatrical exhibition company.

        During the last five years, Stanley H. Durwood has not been convicted in
any criminal  proceeding nor been a party to any civil  proceeding of a judicial
or  administrative  body of competent  jurisdiction  which resulted in him being
subject to a judgment,  decree or final order enjoining future violations of, or
prohibiting or mandating  activity  subject to, federal or state securities laws
or finding any violation with respect to such laws.

ITEM 3.   SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

        Not applicable.

ITEM 4.   PURPOSE OF TRANSACTION.

        On May 3,  1996,  Stanley  H.  Durwood  entered  into a  Durwood  Family
Settlement  Agreement  (as amended on March 25, 1997 and August 15, 1997,  the "
Family Agreement") with his six children, Edward D. Durwood, Carol D. Journagan,
Thomas A  Durwood,  Elissa B.  Grodin,  Brian H.  Durwood  and Peter J.  Durwood
(collectively,  the "Durwood Children") and The Thomas A. and Barbara F. Durwood
Family  Investment  Partnership  (the "TBD  Partnership"  and together  with the
Durwood Children and Stanley H. Durwood,  the "Durwood Family Members")  setting
forth the Durwood Family  Members'  intention to pursue certain  transactions to
dissolve American Associated  Enterprises,  Inc., a Missouri limited partnership
("AAE"),  and to cause the  shares of AMCE held by  Durwood,  Inc.,  a  Missouri
corporation ("DI"), to be distributed to Durwood Family Members through a merger
of DI with and into AMCE. The Durwood Family Members sought such transactions to
eliminate DI and AAE,  thereby enabling the Durwood Family Members to hold their
interests  in AMCE  directly  in the form of a  marketable  security  instead of
indirectly  through DI or AAE, and to resolve a dispute among the Durwood Family
Members concerning the value of their interests in AAE and DI.


                                        4

<PAGE>

         On August 15, 1997, 6,141,343 shares of Class B Stock held of record by
DI were  converted  into  shares of  Common  Stock  and AAE was  liquidated.  In
addition,  on August 15, 1997, the  stockholders of AMCE approved and adopted an
Agreement and Plan of Merger and Reorganization  dated as of March 31, 1997 (the
"Merger  Agreement") by and between AMCE and DI, and DI was merged with and into
AMCE (the "Merger").  Pursuant to the Merger,  5,015,657  shares of AMCE Class B
Stock were  distributed  to Stanley H.  Durwood in exchange for his shares of DI
and  8,767,218  shares of AMCE  Common  Stock were  distributed  to the  Durwood
Children and the TBD Partnership in exchange for their shares of DI. Each of the
Durwood Children other than Thomas Durwood  received  1,461,203  shares,  Thomas
Durwood  received  1,315,083  shares and the TBD  Partnership  received  146,120
shares.

        In  connection  with the  Merger,  AMCE and the Durwood  Family  Members
entered into a Registration  Agreement dated August 15, 1997 (the  "Registration
Agreement")  pursuant to which the Durwood  Family Members have agreed that they
or their  charitable  donees will sell at least 3,000,000  shares of AMCE Common
Stock in a registered secondary offering (the "Secondary Offering") that will be
made only by means of a prospectus,  and AMCE has agreed to file a  registration
statement with respect to such shares so that the registration statement becomes
effective  not more than  twelve  months and not less than six months  after the
Merger.  Consummation of the Secondary Offering is subject to certain conditions
and other rights of the parties. Subject to certain conditions,  the expenses of
the Secondary Offering will be borne by Stanley H. Durwood and Delta Properties,
Inc., a Missouri corporation, whose shares were distributed by DI to the Durwood
Family Members and DI's other stockholder prior to the Merger ("Delta").

        Of the 3,000,000  shares to be sold in the Secondary  Offering,  500,000
will be sold by Stanley H.  Durwood  or his  charitable  donees who may agree to
participate  in the  Secondary  Offering.  Prior  to and  for  purposes  of such
offering,  Stanley H. Durwood intends to convert 500,000 shares of Class B stock
into  shares  of  Common  Stock.   Each  of  the  Durwood   Children  will  sell
approximately  416,667 shares of Common Stock in the Secondary Offering,  unless
they agree to a different allocation of the 2,500,000 shares to be sold by them.
The Family Agreement also generally  provides that if the price per share to the
public of the 2.5 million shares of AMCE Common Stock proposed to be sold by the
Durwood Children in the Secondary  Offering is less than $18, Stanley H. Durwood
will pay the Durwood  Children  the  difference  between such sale price and $18
(net of  applicable  underwriting  commissions),  up to $20 million in aggregate
amount,  in  shares of AMCE  Common  Stock,  as an  adjustment  to the  original
allocation of shares received by the Durwood  Children in the Merger (the "Share
Adjustment").

        The Family  Agreement  provides  that AMCE  (which is not a party to the
Family  Agreement) and the individual  Durwood Family Members are to participate
equally in determining all material terms of the Secondary Offering.  Matters to
be  determined  by  individual  Durwood  Family  Members are to be determined by
majority vote, with each family member having one vote.

        Also in  connection  with the Merger,  the Durwood  Family  Members have
entered into a Stock  Agreement  dated  August 15, 1997 (the "Stock  Agreement")
which,  for three  years,  limits the  ability of the Durwood  Children  and TBD
Partnership to deposit shares in a voting trust, solicit proxies, participate in
election  contests or make a proposal  concerning an  extraordinary  transaction
involving  AMCE.  Under  the  Stock  Agreement,  the  Durwood  Children  and TBD
Partnership have agreed,  among other matters,  for a period of three years, (i)
to grant an irrevocable  proxy to the Secretary and each Assistant  Secretary of
AMCE to vote their  shares of AMCE Common  Stock for each  candidate to the AMCE
Board  in the  same  proportion  as  the  aggregate  votes  cast  by  all  other
stockholders  not affiliated  with AMCE, its directors or officers and (ii) that
AMCE will have a right of first  refusal  with  respect  to any such  shares the
Durwood  Children or TBD Partnership  wish to sell in a transaction  exempt from
registration, except for such shares sold in brokers' transactions.

                                        5

<PAGE>

        Pursuant to the terms of an Escrow  Agreement  dated August 15, 1997, by
and among Stanley H. Durwood, the Durwood Children and Mercantile Bank of Kansas
City (the "Escrow Agreement"),  Stanley H. Durwood and the Durwood Children have
agreed to deposit in escrow the 3,000,000 shares that will be offered by them in
the  Secondary  Offering.  A majority  of the  individual  parties may cause the
shares held in escrow to be delivered to the managing underwriters in connection
with the Secondary Offering.

        The  dissolution  of AAE, the Merger and the sale of at least  3,000,000
shares of AMCE Common  Stock by the Durwood  Family  Members are provided for in
the settlement of a derivative action (the "Derivative  Suit") that was filed by
certain  shareholders  in 1993 in the  Chancery  Court  for New  Castle  County,
Delaware against Messrs. Stanley H. Durwood, Edward D. Durwood, Charles J. Egan,
Paul E. Vardeman and a former AMCE director. On October 10, 1996, the parties to
this  litigation  entered into a Stipulation  and  Agreement of  Compromise  and
Settlement (the  "Derivative  Action  Settlement  Agreement")  providing for the
release of all claims against the defendants, the Durwood Family Members and the
Company, conditioned upon the dissolution of AAE, the consummation of the Merger
and the sale of shares by the Durwood  shareholders in a secondary  offering and
certain other  transactions,  including,  among other  matters,  (i) the payment
following the Secondary  Offering of an aggregate of approximately  $1.3 million
to persons who were  holders of AMCE Common Stock on January 2, 1996 (other than
the defendants,  DI or the Durwood Family  Members),  (iii) the nomination,  for
three annual meetings, of two additional outside directors  (initially,  Messrs.
William  T.  Grant,   II  and  John  P.  Mascotte   (collectively,   with  their
replacements,  if any, the "New  Independent  Directors"))  to serve on the AMCE
Board whose biographical  information has been furnished to plaintiffs'  counsel
and which  persons,  to be  nominated,  must be  serving on the board of another
public company or be a member of senior management of a publicly held company or
a privately held company with $50 million in annual revenues,  (iv) that Stanley
H. Durwood and Edward D. Durwood will cause the other Durwood  Family Members to
vote  their  shares  with  respect to the  election  and  reelection  of the New
Independent  Directors in the same proportion as votes cast by all  stockholders
not  affiliated  with  AMCE,  its  directors  and  officers,  (v)  that  the New
Independent  Directors are to have the ability to approve or disapprove  (a) any
proposed transaction between AMCE and any of the Durwood Family Members,  except
with respect to compensation  issues relating to Stanley H. Durwood or any other
Durwood Family  Stockholder who is an officer of AMCE,  which are to be governed
by existing AMCE Board  procedures,  and (b) the hiring and  compensation of any
person  related to Stanley H.  Durwood  who is not an officer of AMCE,  and (vi)
that the New Independent Directors, together with either Charles J. Egan, Jr. or
Paul E.  Vardeman,  are to have the ability to approve or  disapprove  all other
related-party  transactions  with  all  officers,   directors  and  ten  percent
stockholders of AMCE.

        The Derivative Action Settlement Agreement requires court approval.


ITEM 5.   INTEREST IN SECURITIES OF THE ISSUER.

        (a)-(b)  Under  AMCE's  charter,  holders  of the  AMCE  Class  B  stock
generally  are entitled to elect as a class 75% of the Board of Directors and to
vote as a class with  holders of the Common  Stock on other  matters,  with each
share of Class B Stock being entitled to ten (10) votes per share and each share
of Common Stock being entitled to one (1) vote per share. Holders of AMCE Common
Stock  generally are entitled to elect 25% of AMCE's Board of Directors.  Should
the outstanding shares of Class B Stock be less than 12 1/2% of the total number
of outstanding  shares of Class B and Common Stock,  the holders of Common Stock
would be entitled  to vote with the holders of Class B Stock in the  election of
the remaining 75% of the Board; for these purposes, the Class B Stock would have
ten votes per share and the Common  Stock  would  have one vote per share.  Each
share of AMCE Class B Stock is convertible into one share of AMCE Common Stock.


                                        6

<PAGE>

         Stanley H.  Durwood  now  beneficially  owns 150 shares of AMCE  Common
Stock and options that are  presently  exercisable  to acquire  55,000 shares of
AMCE Common Stock,  over which he has sole voting and  investment  power,  which
constitute  less than 1% of the  outstanding  shares of such  class.  Stanley H.
Durwood  also  beneficially  owns  5,015,657  shares  of  Class B  Stock,  which
constitute  100% of the outstanding  shares of that class.  Mr. Durwood has sole
voting power over all of these share and sole investment power over 4,515,657 of
these shares.  As noted below, he may be deemed to share  investment  power over
500,000 of these shares with the Durwood Children. The Class B and Common shares
presently beneficially owned by Stanley H. Durwood represent approximately 78.9%
of the voting power of AMCE stock, other than in the election of directors. Were
all the shares of AMCE Class B Stock  converted,  there  would be  approximately
18,387,119 shares of AMCE Common Stock  outstanding,  of which shares Stanley H.
Durwood would  beneficially  own 5,070,657 shares ( assuming such conversion and
exercise of outstanding  options),  or  approximately  27.5 % of the outstanding
number of shares of Common Stock. .

     The Class B shares  beneficially owned by Stanley H. Durwood are held under
his Revocable  Trust  Agreement  dated April 14, 1989, as amended,  and the 1992
Durwood, Inc. Voting Trust dated December 12, 1992. The 1992 Trust is the record
owner of the shares  reported as beneficially  owned,  and Stanley H. Durwood is
the settler and sole acting trustee of both trusts.  The name successor trustees
are Charles J. Egan, Jr. , a director of AMCE, and Raymond F. Beagle, Jr. AMCE's
general counsel.

        Because of the Escrow  Agreement,  Stanley H.  Durwood  may be deemed to
share investment power over the 2,500,000 shares held under the Escrow Agreement
that are owned by the Durwood Children,  and each of the Durwood Children may be
deemed to share  investment  power over the 500,000 shares held under the Escrow
Agreement  that are owned of record by Stanley H.  Durwood as well as the shares
held  thereunder  that are  owned of  record  by the  other  Durwood  Children..
However,  Stanley H. Durwood disclaims any beneficial ownership of any shares of
AMCE Common Stock owned of record by the Durwood Children.

        After giving effect to the Secondary  Offering (and disregarding  shares
which may be acquired by Stanley H. Durwood upon the exercise of employee  stock
options,  shares  which  the  Durwood  Children  might  acquire  under the Share
Adjustment  referred to in Item 4 herein and shares of Common  Stock which might
be  issued  upon  conversion  of  shares  of  the  Company's  outstanding  $1.75
Cumulative Convertible Preferred Stock) (i) Stanley H. Durwood will beneficially
own  approximately 4.5 million shares of Class B Stock, and the Durwood Children
and TBD Partnership will own an aggregate of approximately 6.3 million shares of
AMCE Common  Stock,  (ii) such shares of Class B Stock to be owned by Stanley H.
Durwood will entitle him to elect a majority of the Board of Directors  and will
have  approximately  76.5% of the voting power of all outstanding shares of AMCE
capital  stock to be then  outstanding  generally  having  the  right to vote on
matters  submitted to  stockholders,  other than the election of directors,  and
(iii) the Common Stock to be owned by the Durwood  Children and TBD  Partnership
will represent  approximately 45.2% of the shares of Common Stock expected to be
then outstanding.

        Stanley H. Durwood's holdings will diminish and the other Durwood Family
Member's  holdings  will increase if the other Durwood  Family  Members  acquire
additional  shares under the Share Adjustment.  However,  based on the number of
Common and Class B shares presently outstanding, the Share Adjustment should not
result in Stanley H.  Durwood  owning  shares with less than 50% of the combined
voting  power of the  outstanding  Common and Class B Stock  unless AMCE and the
Durwood Family Members  determine to proceed with the Secondary  Offering of the
family's  shares at a time during which the market value of AMCE's stock is less
than  approximately  $7.03 per share ($8.38  assuming full  conversion of AMCE's
outstanding $1.75 Cumulative Convertible Preferred Stock).

                                        7

<PAGE>

        Set forth below is information  known to the undersigned  concerning the
business or  residence  address and  primary  employment  of each of the Durwood
Children.



Name and Address                            Principal Employment

Edward D. Durwood                           Self Employed
3001 West 68th Street
Shawnee Mission, Ks.  66208

Carol D. Journagan                          Homemaker
1323 Granite Creek Drive
Blue Springs, Mo. 64015

Thomas A. Durwood                           Self Employed
P.O.Box 7208
Rancho Santa Fe, Ca. 92067


Elissa D. Grodin                            Homemaker
187 Chestnut Hill Road
Wilton, Ct. 06897

Brian H. Durwood                            Markets computer software
655 N.W. Altishim Place
Beaverton, Or. 97006

Peter J. Durwood                            The Children's Television Workshop
666 West End Avenue                         New York, New York
New York, N.Y. 10025

        Each of the Durwood  Children is a United States Citizen.  To Stanley H.
Durwood's knowledge, during the last five years none of the Durwood Children has
been  convicted  in any  criminal  proceeding  nor  been a  party  to any  civil
proceeding of a judicial or administrative body of competent  jurisdiction which
resulted  in any of them being  subject  to a  judgment,  decree or final  order
enjoining future violations of, or prohibiting or mandating activity subject to,
federal or state  securities  laws or finding any violation with respect to such
laws.

     The TBD  Partnership  is a  California  limited  partnership.  Its  general
partner is the Thomas A. and Barbara F. Durwood Family Trust, of which Thomas A.
Durwood and his spouse, Barbara F. Durwood, are trustees.

                                        8

<PAGE>

     (c) Except as  described  above,  during the past 60 days,  Mr.  Stanley H.
Durwood has not effected a transaction in AMCE Common Stock or Class B Stock.

        (d) No other  person is known to Stanley H. Durwood to have the right to
receive or the power to direct the receipt of  dividends  from,  or the proceeds
from the sale of, the securities described in paragraphs 5(a)-(b) above.

        (e)        Not applicable.

ITEM 6.   CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS, WITH
RESPECT TO SECURITIES OF THE ISSUER.

     In addition to the agreements  described in Item 4, Stanley H. Durwood is a
party to an  Indemnification  Agreement,  dated as of March 31, 1997, as amended
August 15, 1997, with AMCE, Delta Properties, Inc., the Durwood Children and TBD
Partnership,  and an Escrow  Agreement,  dated as of August 15,  1997,  with the
Durwood  Children and Mercantile Bank of Kansas City, as escrow agent.  Pursuant
to the Stock Agreement and the Indemnification Agreement, Stanley H. Durwood and
the  Durwood  Children  have  agreed  for two  years  not to sell,  exchange  or
otherwise dispose of a number of shares:  (i) in the case of each of the Durwood
Children,  which would reduce his or her  ownership to less than 730,602  shares
and (ii) in the case of Stanley H. Durwood,  which would reduce his ownership to
less than  2,590,017  shares.  To this end,  each of the  Durwood  Children  has
deposited  730,602  shares of Common Stock and Stanley H. Durwood has  deposited
2,590,017  shares of Class B Stock in escrow under the Escrow  Agreement,  to be
held for a period of two years after the Merger. Pursuant to the Indemnification
Agreement, Stanley H. Durwood also has agreed not to transfer shares (other than
in the  Secondary  Offering  or to  certain  charitable  assignees)  unless  the
assignee  agrees  to  be  bound  by  the   Indemnification   Agreement  and  the
indemnification   provisions  of  the  Stock  Agreement  and  the   Registration
Agreement.

                                        9

<PAGE>

ITEM 7.   MATERIAL TO BE FILED AS EXHIBITS.

        EX-99.1  Agreement  and Plan of Merger  and  Reorganization  dated as of
March  31,  1997,  between  AMCE  and  DI (  Filed  as  Exhibit  2.1  to  AMCE's
registration Statement on Form S-4 (File No. 333- 25755 )

        EX-99.2 Registration Agreement, dated as of August 15, 1997, among AMCE,
Stanley H. Durwood, the Durwood Children and Delta Properties, Inc.

        EX-99.3  Stock  Agreement,  dated as of August  15,  1997,  among  AMCE,
Stanley H. Durwood, the Durwood Children,  TBD Partnership and Delta Properties,
Inc.

        EX-99.4 Escrow Agreement,  dated as of August 15, 1997, among Stanley H.
Durwood,  the Durwood  Children and  Mercantile  Bank of Kansas City,  as escrow
agent.

        EX-99.5 Durwood Family Settlement Agreement dated as of January 22, 1996
among  Stanley H.  Durwood and the Durwood  Children  (Filed as Exhibit  99.1 to
Schedule 13D of Mr. Durwood filed May 7, 1996 )

        EX-99.6 First Amendment to Durwood Family Settlement Agreement, dated as
of March 18, 1997,  among Stanley H. Durwood and the Durwood  Children (Filed as
Exhibit 2.4(c) to AMCE's Registration Statement on Form S-4 (File No. 333-25755)

        EX-99.7 Second Amendment to Durwood Family Settlement  Agreement,  dated
as of August 15, 1997,  among Stanley H. Durwood,  the Durwood  Children and the
TBD Partnership.

     EX-99.8 Indemnification  Agreement, dated as of March 31, 1997, among AMCE,
Stanley H. Durwood and the Durwood  Children  (Filed as Exhibit 2.4(a) to AMCE's
Registration Statement on Form S-4 (File No. 333-25755)

        EX-99.9 First Amendment to Indemnification Agreement, dated as of August
15,  1997,  among AMC  Entertainment,  Inc.,  Stanley H.  Durwood,  the  Durwood
Children, TBD Partnership and Delta Properties, Inc.

        EX-99.10  Escrow  Agreement,  dated as of August 15,  1997,  among AMCE,
Stanley H. Durwood,  the Durwood Children and Mercantile Bank of Kansas City, as
escrow agent.

                                       10

<PAGE>

        After reasonable inquiry and to the best of the undersigned's  knowledge
and belief,  the  undersigned  certifies that the  information set forth in this
statement is true, complete and accurate.


September 30, 1997                                 /s/Stanley H. Durwood
                                                   ---------------------
                                                   Stanley H. Durwood



                                       11

<PAGE>



