
<PAGE>


                                                                   EXHIBIT 2.8B


                         CERTIFICATE OF OWNERSHIP AND MERGER
                         -----------------------------------


    Pursuant to the provisions of the General Corporation Law of Delaware, the
undersigned, AMC Philadelphia, Inc., a Delaware corporation ("AMCP") and Budco
Theatres, Inc., a Pennsylvania corporation ("Budco"), each certifies as follows:

    1.   AMCP, pursuant to Section 253 of the General Corporation Law of
Delaware, has adopted a Plan and Agreement of Liquidation and Merger (the
"Plan"), a copy of which is attached hereto and incorporated herein by this
reference, pursuant to which Budco shall be merged into and with AMCP.

    2.   On March 28, 1997, the Board of AMCP, by statement of unanimous
consent to action, adopted the following resolutions approving the Plan and
Agreement of Liquidation and Merger:

         WHEREAS, it is in the best interests of this corporation to enter
    into a Plan and Agreement of Liquidation and Merger with Budco
    Theatres, Inc. ("Budco"), a Pennsylvania corporation, pursuant to
    which Budco will be merged into and with this corporation;

         NOW, THEREFORE, BE IT RESOLVED, that the Plan and Agreement of
    Liquidation and Merger (the "Plan") dated this date between this
    corporation and Budco, a copy of which is attached hereto and
    incorporated herein by this reference, be, and it hereby is, adopted
    and approved in all respects as and for a binding obligation of this
    corporation; and

         FURTHER RESOLVED, that the Chairman, or any Executive Vice
    President of this corporation be, and each of such officers hereby is,
    authorized and directed in the name of and on behalf of this
    corporation, and under its corporate seal attested by its Secretary or
    any Assistant Secretary, to execute, seal, verify, acknowledge and
    deliver the Plan substantially in the form attached hereto, with such
    changes therefrom, if any, as the officer executing the same may
    approve, such approval to be conclusively evidenced by the signature
    of such officer; and

         FURTHER RESOLVED, that the Chairman, or any Executive Vice
    President of this corporation be, and each of such officers hereby is,
    authorized and directed in the name of and on behalf of this
    corporation to cause a document entitled "Certificate of Ownership and
    Merger" to be prepared, executed, acknowledged and

<PAGE>

    filed with the Delaware Secretary of State in accordance with the
    provisions of the General Corporation Law of the State of Delaware and to
    take such other action, including the making of one or more filings with
    the appropriate government agencies or offices of such states in which this
    corporation or Budco is qualified to transact business, as may be necessary
    or appropriate to cause the merger to be effective in Delaware and such
    other states; and

         FURTHER RESOLVED, that the officers of this corporation be, and
    they hereby are, authorized and directed, in the name of and on behalf
    of this corporation and under its corporate seal, to execute and
    deliver all such further agreements, certificates and other
    instruments and to take all such further actions as such officer may
    consider necessary or appropriate in order to effect the merger of
    Budco into this corporation in accordance with the terms, conditions
    and provisions of the Plan and to carry out the purpose and intent of
    these resolutions.

    3.   AMCP owns all of the outstanding shares of the sole class of stock of
Budco.  AMCP shall maintain its ownership of at least 90% of the outstanding
shares of each class of stock of Budco until the issuance of a Certificate of
Merger by the Delaware Secretary of State.

    IN WITNESS WHEREOF, this Certificate of Ownership and Merger has been
executed on behalf of AMC Philadelphia, Inc. by Peter C. Brown, Executive Vice
President of the corporation, and on behalf of Budco Theatres, Inc. by Peter C.
Brown, Executive Vice President of the corporation, and the corporate seal of
each such corporation has been affixed hereto and attested to by the Secretary
of the respective corporations on March 31, 1997.


                                  AMC PHILADELPHIA, INC.


                                  By: /s/ Peter C. Brown
                                      Peter C. Brown, Executive Vice President

(SEAL)

ATTEST:



/s/ Nancy L. Gallagher
Nancy L. Gallagher, Secretary


                                         -2-

<PAGE>

STATE OF MISSOURI  )
                   )  ss.
COUNTY OF JACKSON  )


    I, the undersigned, a notary public, do hereby certify that on the  31st
day of March, 1997, personally appeared before me, Peter C. Brown, who, being by
me first duly sworn, declared that he is the Executive Vice President of AMC
Philadelphia, Inc., a Delaware corporation, that he signed the foregoing
document as Executive Vice President of said corporation, and that the
statements contained therein are true.

    In witness whereof, I have hereunto set my hand and affixed my official
seal the day and year last above written.


                             /s/ Susan Diane Slusler
                             Notary Public in and for said County and State


My Commission expires:


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


                                         -3-

<PAGE>

                                  BUDCO THEATRES, INC.


                                  By: /s/ Peter C. Brown
                                      Peter C. Brown, Executive Vice President

(SEAL)

ATTEST:



/s/ Nancy L. Gallagher
Nancy L. Gallagher, Secretary



STATE OF MISSOURI  )
                   )  ss.
COUNTY OF JACKSON  )


    I, the undersigned, a notary public, do hereby certify that on the 31st day
of March, 1997, personally appeared before me, Peter C. Brown, who, being by me
first duly sworn, declared that he is the Executive Vice President of Budco
Theatres, Inc., a Pennsylvania corporation, that he signed the foregoing
document as Executive Vice President of said corporation, and that the
statements contained therein are true.

    In witness whereof, I have hereunto set my hand and affixed my official
seal the day and year last above written.


                             /s/ Susan Diane Slusler
                             Notary Public in and for said County and State


My Commission expires:



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


                                         -4-

