
                     SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, DC 20549


                               _______________


                                  FORM 8-K

                               CURRENT REPORT
                   PURSUANT TO SECTION 13 OR 15(d) OF THE
                       SECURITIES EXCHANGE ACT OF 1934



      Date of report (Date of earliest event reported)   March 19, 1997


                           AMC ENTERTAINMENT INC.
             (Exact Name of Registrant as Specified in Charter)

                                      
               DELAWARE   01-12429                 		43-1304369
      (State or  Other Jurisdiction(    Commission        (IRS Employer
             of Incorporation) 	    File Number)    Identification No.)
     




106 W. 14TH  STREET, KANSAS CITY, MO                              64105-1977
  (Address of Principal Executive Offices)                        (Zip Code)


   Registrant's telephone number, including area code      (816) 221-4000<PAGE>
                                     
<PAGE>
Item 5. Other Events.

     Sale of Senior Subordinated Notes.  On March 19, 1997, AMC Entertainment
Inc. (the "Company") sold $200 million aggregate principal amount of 9.5% Senior
Subordinated Notes due 2009 (the "Notes") in a private transaction conforming
with  Rule 144A and Regulation S.  Net proceeds from the issuance of the Notes
(approximately $193.8 million) were used to reduce borrowings under the
Company's $425 million credit facility (the "Credit Facility").  Amounts repaid
under the Credit Facility will again be available for borrowing thereunder,
and the Company intends to utilize this increased availability to continue
with its current expansion program.

     The Notes have not been registered under the Securities Act of 1933 and
may not be offered or sold in the United States or  to or for the benefit of
United States persons absent registration or an applicable exemption from the
registration requirements of the Securities Act.

     The Notes were issued under an Indenture dated March 19, 1997 (the
"Indenture") between the Company and The Bank of New York, as Trustee, a copy
of which is filed herewith and incorporated herein by reference.  The
following summaries of certain provisions of the Indenture and a  Registration
Rights Agreement entered into by the Company for the benefit of holders of the
Notes, also filed herewith and incorporated herein by refereence,  do not
purport to be complete and are  qualified in their entirety by such reference
to the Indenture and Registration Rights Agreement.. 

     Interest on the Notes is payable on March 15 and September 15 of each
year, commencing September 15, 1997.  The Notes are redeemable at the option
of the Company, in whole or in part, at any time on or after March 15, 2002
at 104.75% of the principal amount thereof, declining ratably to 100% of the
principal amount thereof on or after March 15, 2006, plus in each case
interest accrued to the redemption date.  Upon a Change of Control (as defined
in the Indenture), each holder of the Notes will have the right to require the
Company to repurchase such holder's Notes at a price equal to 101% of the
principal amount thereof plus accrued and unpaid interest to the date of
repurchase.  The Notes are subordinated to all existing and future senior
indebtedness (as defined in the Indenture) of the Company.

     The Indenture contains certain covenants that, among other things,
restrict the ability of the Company and its subsidiaries to:  incur additional
indebtedness; pay dividends or make distributions in respect of their capital
stock; purchase or redeem capital stock; enter into transactions with
stockholders or certain affiliates; or consolidate, merge or sell all or
substantially all of the Company's assets, other than in certain transactions
between the Company and one or more of its wholly-owned subsidiaries and other
than a proposed merger of the Company with Durwood, Inc.  All of these
limitations are subject to a number of important qualifications.  The
Indenture does not impose any limitation on the incurrence by the Company and
its subsidiaries of liabilities that are not considered "Indebtedness" under
the Indenture, such as those that would be incurred under certain
sale/leaseback transactions; nor does the Indenture impose any limitation on
the amount of liabilities incurred by subsidiaries, if any, that might be
designated as Unrestricted Subsidiaries (as defined therein).  Furthermore,
there are no restrictions on the ability of the Company and its subsidiaries
to make advances to , or invest in, other entities (including unaffiliated
entities) and no restrictions on the ability of the Company's subsidiaries to
enter into agreements restricting their ability to pay dividends or otherwise
transfer funds to the Company.  If the Notes attain "investment grade status"
( as defined in the Indenture), the covenants in the Indenture limiting the
Company's ability to incur indebtedness, pay dividends, acquire stock or
engage in transactions with affiliates will cease to apply.

      Under the Registration Rights Agreement, the Company has agreed to use
its best efforts to (i) file and cause to become effective by August 15, 1997,
a registration statement relating to a registered offer to exchange the Notes
(the "Exchange Offer") for notes of the Company with terms identical in all
material respects to the Notes and (ii) cause the Exchange Offer to be
consummated by September 16, 1997.  If the Exchange Offer registration
statement is not declared effective by August 17, 1997, the Company has agreed
that in lieu thereof it will use its best efforts to cause to become effective
by September 16, 1997 a shelf registration statement with respect to the
Notes.  In the event that either (a) the Exchange Offer Registration Statement
is not filed on or prior to June 17, 1997, (b) the Exchange Offer Registration
Statement is not declared effective on or prior to August 17, 1997 or (c) the
Exchange Offer is not consummated or a Shelf Registration Statement, with
respect to the Notes, is not declared effective on or prior to September 16,
1997, the interest rate borne by the Notes  will increase by 0.50% per annum
following June 17, 1997 in the case of clause (a) above, following August 17,
1997 in the case of clause (b) above and following September 15, 1997 in the
case of clause (c) above.  The aggregate amount of such increase will in no
event exceed 1.00% per annum.  Upon (x) the filing of the Exchange Offer
Registration Statement after June 17, 1997, (y) the effectiveness of the
Exchange Offer Registration Statement after August 17, 1997 or (z) the
consummation of the Exchange Offer or the effectiveness of a Shelf
Registration Statement, as the case may be, after September 16, 1997, the
interest rate borne by the Notes from the date of filing, effectiveness or
consummation, as the case may be, will be reduced to 9.5%.

     Amendment  to Credit Facility and Related Matters.  The Company has
amended its Credit Facility to provide greater flexibility with respect to its
growth plans.  Previously, the Company was limited to $150 million in capital
expenditures (as defined in the Credit Facility) during  each fiscal year plus
the amount of unused capital expenditures from the prior fiscal year.  The
Credit Facility, as amended, now generally limits capital expenditures to (i)
$240 million in fiscal 1997 plus the amount of  unused capital expenditures
carried forward from fiscal 1996 (approximately $34 million), (ii) with
respect to fiscal 1998, $150 million less the amount by which capital
expenditures with respect to fiscal 1997 exceed (A) $150 million plus (B) the
amount of unused capital expenditures carried forward from fiscal 1996
(approximately $34 million) and (iii) with respect to any other fiscal year,
$150 million per year plus the amount (if any) of unused capital expenditures
from the prior fiscal year.  As previously, the permitted amount of capital
expenditures in any fiscal year will be increased by the amount of proceeds
received from sale/leaseback transactions in such year.  Further, capital
expenditures made with the proceeds of issues of qualifying  subordinated
indebtedness and capital stock are disregarded for purposes of the limitation
on capital expenditures under the Credit Facility.  

     The Company may seek additional relief with respect to the covenants
under the Credit Facility and may pursue other financing programs to allow it
to continue its increased rate of capital expenditures and to comply with the
terms of the Credit Facility.  The Company is currently negotiating a
sale/leaseback transaction with respect to certain of its theatres, including
theatres which are scheduled to open in fiscal 1998, the estimated net
proceeds of which are expected to be approximately $170 million.  The
theatres, if any, sold in the proposed sale/leaseback transaction would be
leased back by the Company pursuant to an operating lease.  The Company
believes that cash generated from operations, existing cash and equivalents,
amounts which the Company anticipates receiving from the offering of the Notes
and for assets placed in the sale/leaseback transaction and other offerings
and the unused commitment amount under its Credit Facility will be sufficient
to fund operations and planned capital expenditures through the end of fiscal
1998.
     
Item 7.  Financial Statements, Pro Forma Financial Statements and Exhibits

     (c)  Exhibits

     4.1  Indenture dated as of March 19, 1997, by and between the
Company and The Bank of New York, as Trustee.

     4.2  Registration Rights Agreement dated March 19, 1997, by and
among the Company and the initial purchasers of the Notes.



             SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


     AMC Entertainment Inc.

     Date  March 28, 1997By  /s/ Peter C. Brown
           Peter C. Brown
           President and
           Chief Financial Officer
