                           UNITED STATES
                  SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, D.C. 20549

                             FORM 10-Q
(Mark One)
[ X ]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                THE SECURITIES EXCHANGE ACT OF 1934

          For the quarterly period ended September 27, 2001

                                 OR

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

For the transition period from ______________ to ___________________
                               --------------    -------------------
                   Commission file number 1-8747

                        AMC ENTERTAINMENT INC.
(Exact name of registrant as specified in its charter)

       Delaware                            43-1304369
(State or other jurisdiction of	    (I.R.S. Employer
 incorporation or organization)        Identification No.)

  106 West 14th Street
    P.O. Box 219615
  Kansas City, Missouri	                   64121-9615
(Address of principal executive offices)   (Zip Code)

(816) 221-4000
(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes    x    No ____

Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable
date.
                                            Number of Shares
Title of Each Class of Common Stock	 Outstanding as of September 27, 2001
-----------------------------------  ------------------------------------
Common Stock, 66 2/3 cents par value           19,667,546
Class B Stock, 66 2/3 cents par value           3,801,545

<page>

               AMC ENTERTAINMENT INC. AND SUBSIDIARIES

                                  INDEX
                                                              Page Number

                   PART I  -  FINANCIAL INFORMATION

  Item 1. Financial Statements
     Consolidated Statements of Operations                          3
     Consolidated Balance Sheets                                    4
     Consolidated Statements of Cash Flows                          5
     Notes to Consolidated Financial Statements                     7

  Item 2. Management's Discussion and Analysis
     of Financial Condition and Results of Operations              13

  Item 3. Quantitative and Qualitative Disclosures
     About Market Risk                                             23


                   PART II  -  OTHER INFORMATION

  Item 1. Legal Proceedings                                        24

  Item 4. Submission of Matters To a Vote of Security Holders      24

  Item 5. Other Information                                        25

  Item 6. Exhibits and Reports on Form 8-K                         26

          Signatures                                               28

<page>

Item 1. Financial Statements
<table>

                     AMC ENTERTAINMENT INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      (in thousands, except per share data)

<Caption>                       Thirteen                   Twenty-six
                              Weeks Ended                  Weeks Ended
                        September 27, September 28, September 27, September 28,
                            2001           2000          2001          2000
                            ----           ----          ----          ----
<S>                      <C>           <C>            <C>           <C>
                               (Unaudited)               (Unaudited)
Revenues
 Admissions               $254,932      $220,554       $458,116      $414,095
 Concessions               100,147        91,472        185,012       172,187
 Other theatre              10,706         5,151         23,611        14,978
 Other                      11,358        14,425         19,889        21,586
                           -------       -------        -------       -------
  Total revenues           377,143       331,602        686,628       622,846
Expenses
 Film exhibition costs     141,936       119,902        252,117       224,011
 Concession costs           13,393        14,138         24,118        26,355
 Theatre operating
   expense                  85,085        76,347        164,478       152,156
 Rent                       58,887        57,862        117,733       113,841
 Other                      11,717        12,392         22,457        21,217
 General and
   administrative            8,898         7,350         16,693        13,985
 Preopening expense            537           875          1,806         2,483
 Theatre and other
   closure expense              12        11,679             88        12,406
 Depreciation and
   amortization             24,272        25,917         47,570        52,295
 Impairment of
   long-lived assets             -         3,813              -         3,813
 (Gain) loss
   on disposition
   of assets                (2,001)            5         (1,842)       (1,635)
                           -------       -------        -------       -------
     Total costs and
       expenses            342,736       330,280        645,218       620,927
                           -------       -------        -------       -------
     Operating income       34,407         1,322         41,410         1,919
Other expense (income)           -        (9,996)         3,754        (9,996)
Interest expense
  Corporate borrowings      11,051        15,790         22,950        32,038
  Capital and financing
     lease obligations       3,246         2,996          6,760         6,178
  Investment (income)
     loss                     (299)          495           (581)         (605)
                           -------       -------        -------       -------
Earnings (loss) before
  income taxes and
  cumulative effect of
  an accounting change      20,409        (7,963)         8,527       (25,696)
Income tax provision
  (benefit)                  1,400        (2,500)         1,400        (9,100)
                           -------       -------        -------       -------
Earnings (loss) before
  cumulative effect of an
  accounting change         19,009        (5,463)         7,127       (16,596)
Cumulative effect of an
  accounting change
  (net of income tax
  benefit of $10,950)            -             -              -       (15,760)
Net earnings (loss)      $  19,009     $  (5,463)    $    7,127     $ (32,356)
                           =======       =======        =======       =======
Preferred dividends         10,399             -         12,797             -
                           -------       -------        -------       -------

Net earnings (loss)
  for common shares      $   8,610     $  (5,463)    $   (5,670)    $ (32,356)
                           =======       =======        =======       =======

Earnings (loss) per
  common share before
  cumulative effect of
  an accounting change:
 Basic                   $     .22     $    (.23)    $     (.24)    $    (.71)
                           =======       =======        =======       =======
 Diluted                 $     .22     $    (.23)    $     (.24)    $    (.71)
                           =======       =======        =======       =======
Net earnings (loss)
  per common share:
 Basic                   $     .22     $    (.23)    $     (.24)    $   (1.38)
                           =======       =======        =======       =======
 Diluted                 $     .22     $    (.23)    $     (.24)    $   (1.38)
                           =======       =======        =======       =======

See Notes to Consolidated Financial Statements.

</table>
<page>

<Table>
                                      AMC ENTERTAINMENT INC.
                                    CONSOLIDATED BALANCE SHEETS
                                 (in thousands, except share data)
<Caption>
                                                         September 27,  March 29,
                                                              2001        2001
                                                              ----        ----
                                                           (Unaudited)
<S>                                                      <C>         <C>
                                             ASSETS
Current assets:
 Cash and equivalents                                     $   46,054  $   34,075

 Receivables, net of allowance
   for doubtful accounts of $1,175
   as of September 27, 2001 and $1,137
   as of March 29, 2001                                       17,196      14,231
Other current assets                                          43,080      45,075
                                                           ---------   ---------
     Total current assets                                    106,330      93,381
Property, net                                                777,210     757,518
Intangible assets, net                                         6,672       7,639
Deferred income taxes                                        134,091     135,491
Other long-term assets                                        48,208      53,235
                                                           ---------   ---------
     Total assets                                         $1,072,511  $1,047,264
                                                           =========   =========
                           LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
 Accounts payable                                         $   81,835  $  100,989
 Accrued expenses and other liabilities                      115,193     138,193
 Current maturities of capital and financing
   lease obligations                                           2,709       2,718
                                                           ---------   ---------

     Total current liabilities                               199,737     241,900
 Corporate borrowings                                        514,208     694,172
 Capital and financing lease obligations                      56,662      53,966
 Other long-term liabilities                                 121,502     116,271
                                                           ---------   ---------
     Total liabilities                                       892,109   1,106,309
 Commitments and contingencies
 Stockholders' equity (deficit):
  Series A Convertible Preferred Stock,
   66 2/3 cents par value; 253,375 shares
   issued and outstanding as of September 27, 2001
   (aggregate liquidation preference of
   $257,650 as of September 27, 2001)                            169           -
 Common Stock, 66 2/3 cents par value; 19,688,046 shares
   issued as of September 27, 2001 and 19,447,598 shares
   issued as of March 29, 2001                                13,125      12,965
 Convertible Class B Stock, 66 2/3 cents par value;
   3,801,545 shares issued and outstanding as of
   September 27, 2001 and 4,041,993 shares
   issued and outstanding as of March 29, 2001                 2,535       2,695
 Additional paid-in capital                                  336,791     106,713
 Accumulated other comprehensive income                      (12,780)    (15,121)
 Accumulated deficit                                        (148,920)   (156,047)
                                                           ---------   ---------
                                                             190,920     (48,795)
 Less:
   Employee notes for Common Stock purchases                  10,149       9,881
   Common Stock in treasury, at cost, 20,500 shares
    as of September 27, 2001 and March 29, 2001                  369         369
                                                           ---------   ---------
     Total stockholders' equity (deficit)                    180,402     (59,045)
                                                           ---------   ---------
     Total liabilities and stockholders'
      equity (deficit)                                    $1,072,511  $1,047,264
                                                           =========   =========
See Notes to Consolidated Financial Statements.

</table>
<page>

<Table>
                        AMC ENTERTAINMENT INC. AND SUBSIDIARIES
                         CONSOLIDATED STATEMENTS OF CASH FLOWS
                         (in thousands, except per share data)
<Caption>
                                                                Twenty-six
                                                               Weeks Ended
                                                        September 27, September 28,
                                                            2001          2000
                                                            ----          ----
<S>                                                      <C>          <C>
INCREASE (DECREASE) IN CASH AND EQUIVALENTS                    (Unaudited)
Cash flows from operating activities:
  Net income (loss)                                        $   7,127   $ (32,356)
  Adjustments to reconcile net income (loss) to
   net cash provided by operating activities:
    Depreciation and amortization                             47,570      52,295
    Impairment of long-lived assets                                -       3,813
    Deferred income taxes                                      1,400      (9,100)
    Gain on disposition of long-term assets                   (1,842)     (1,635)
    Cumulative effect of an accounting change                      -      15,760
    Change in assets and liabilities:
       Receivables                                            (2,784)     (3,774)
       Other current assets                                     (512)      4,713
       Accounts payable                                      (18,246)    (21,312)
       Accrued expenses and other liabilities                (11,770)    (12,865)
       Liabilities for theatre closure                        (6,993)      6,621
    Other, net                                                   494       2,065
                                                             -------     -------
  Net cash provided by operating activities                   14,444       4,225
                                                             -------     -------
Cash flows from investing activities:
  Capital expenditures                                       (53,256)    (56,662)
  Proceeds from sale/leasebacks                               16,452           6
  Purchase of leased furniture, fixtures and equipment       (16,400)          -
  Net proceeds from reimbursable construction advances           711       4,238
  Proceeds from disposition of long-term assets                3,772      26,322
  Other, net                                                  (1,706)     (2,975)
                                                             -------     -------
  Net cash used in investing activities                      (50,427)    (29,071)
                                                             -------     -------
Cash flows from financing activities:
  Net proceeds from preferred stock issuance                 230,035           -
  Net repayments under revolving Credit Facility            (180,000)    (20,000)
  Proceeds from financing lease obligations                        -       4,853
  Principal payments under capital and financing
   lease obligations                                          (1,398)     (1,582)
  Change in cash overdrafts                                   (1,622)      2,746
  Change in construction payables                                714         886
  Other, net                                                     395           -
                                                             -------     -------
  Net cash provided by (used in) financing activities         48,124     (13,097)
                                                             -------     -------
  Effect of exchange rate changes on cash and equivalents       (162)     (1,122)
                                                             -------     -------
Net increase (decrease) in cash and equivalents               11,979     (39,065)
Cash and equivalents at beginning of period                   34,075     119,305
                                                             -------     -------
Cash and equivalents at end of period                       $ 46,054    $ 80,240
                                                             =======     =======
</table>
<page>

<Table>
                     AMC ENTERTAINMENT INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (in thousands)
<Caption>
                                                                 Twenty-six
                                                                Weeks Ended
                                                         September 27, September 28,
                                                             2001          2000
                                                             ----          ----
                                                                 (Unaudited)

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
<S>                                                        <C>        <C>
Cash paid during the period for:
    Interest (net of amounts capitalized
      of $1,480 and $2,119)                                 $ 31,683    $ 44,681
    Income taxes paid (refunded)                                  60      (5,482)

See Notes to Consolidated Financial Statements.
</table>


                     AMC ENTERTAINMENT INC. AND SUBSIDIARIES
                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              September 27, 2001
                                  (Unaudited)

NOTE 1 - BASIS OF PRESENTATION

     AMC Entertainment Inc. ("AMCE") is a holding company which, through
its direct and indirect subsidiaries, including American Multi-Cinema, Inc.
("AMC"), AMC Theatres of Canada (a division of AMC Entertainment
International, Inc.), AMC Entertainment International, Inc., National
Cinema Network, Inc. ("NCN") and AMC Realty, Inc. (collectively with AMCE,
unless the context otherwise requires, the "Company"), is principally
involved in the theatrical exhibition business throughout North America and
in China (Hong Kong SAR), Japan, France, Portugal, Spain and Sweden. The
Company's North American theatrical exhibition business is conducted
through AMC and AMC Theatres of Canada.  The Company's International
theatrical exhibition business is conducted through AMC Entertainment
International, Inc.  The Company is also involved in the business of
providing on-screen advertising and other services to AMC and other theatre
circuits through a wholly-owned subsidiary, National Cinema Network, Inc.,
and in miscellaneous ventures through AMC Realty, Inc.

     The accompanying unaudited consolidated financial statements have been
prepared in response to the requirements of Form 10-Q and should be read in
conjunction with the Company's annual report on Form 10-K for the year (52
weeks) ended March 29, 2001.  In the opinion of management, these interim
financial statements reflect all adjustments (consisting of normal
recurring adjustments) necessary for a fair presentation of the Company's
financial position and results of operations.  Due to the seasonal nature
of the Company's business, results for the twenty-six weeks ended September
27, 2001 are not necessarily indicative of the results to be expected for
the fiscal year (52 weeks) ending March 28, 2002.

     The March 29, 2001 consolidated balance sheet data was derived from
the audited balance sheet, but does not include all disclosures required by
generally accepted accounting principles.

     Certain amounts have been reclassified from prior period consolidated
financial statements to conform with the current year presentation.  Prior
period results of operations have been revised to reflect the adoption of
Staff Accounting Bulletin No. 101 Revenue Recognition in Financial
Statements.

NOTE 2 - EARNINGS PER SHARE

     In April 2001, the Financial Accounting Standards Board's (the "FASB")
Staff issued an announcement which was codified as EITF Topic No. D-95
Effect of Participating Convertible Securities on the Computation of Basic
Earnings Per Share.  Topic No. D-95 requires the inclusion of participating
convertible securities in the computation of basic earnings per common
share.  Topic No. D-95 permits the use of either the "if-converted" or the
"two-class" method: the Company has selected the "if-converted" method.
The dilutive effect of the Company's Series A Convertible Preferred
Stock (the "Series A Preferred") is considered in the computation of
basic earnings per common share in accordance with Topic No. D-95.
Under Topic No. D-95, the dilutive effect of the Series A Preferred on
basic earnings per common share cannot be less than the amount that would
result from the application of the "two-class" method of computing basic
earnings per common share. The "two-class" method is an earnings allocation
formula that determines earnings per share for the common stock and the
participating Series A Preferred according to dividends declared and
participating rights in the undistributed earnings as if all such earnings
were distributed.  If dividends are paid on the common stock in any fiscal
period, the holders of Series A Preferred shares are entitled to receive
dividends on an "as converted" basis, to the extent such dividends are greater
than the face amount of Series A Preferred dividends otherwise payable in
such fiscal period.  For the thirteen weeks ended September 27, 2001, the
"two-class" method resulted in a reduction of basic earnings per common share
of $.10 per share. The retroactive application of Topic No. D-95 had no effect
on previously reported earnings per common share.

     The following table sets forth the computation of basic and diluted
earnings per common share:

<Table>
<Caption>
                                         Thirteen Weeks Ended   Twenty-six Weeks Ended
                                          Sept 27,   Sept 28,    Sept 27,    Sept 28,
                                            2001       2000        2001        2000
                                            ----       ----        ----        ----
                                             (in thousands, except per share data)
<S>                                     <C>        <C>         <C>        <C>
Numerator:
Earnings (loss) for common shares
  before cumulative effect of
  an accounting change                    $ 8,610   $ (5,463)   $ (5,670)  $ (16,596)
Dividends on Series A Preferred            10,399          -           -           -
                                           ------     ------      ------      ------
Earnings (loss) for common shares before
  cumulative effect of an accounting
  change  and assumed conversion of
  Series A Preferred                      $19,009   $ (5,463)   $ (5,670)  $ (16,596)
                                           ======     ======      ======      ======
Denominator:
  Average common shares outstanding        23,469     23,469      23,469      23,469
  Series A Preferred                       35,422          -           -           -
                                           ------     ------      ------      ------
  Shares for basic earnings per
   common share                            58,891     23,469      23,469      23,469
  Stock options                               262          -           -           -
  Stock awards                                132          -           -           -
                                           ------     ------      ------      ------
Shares for diluted earnings per
   common share                            59,285     23,469      23,469      23,469
                                           ======     ======      ======      ======
Earnings (loss) per common share
 before cumulative  effect of an
 accounting change                        $   .32   $   (.23)   $   (.24)  $    (.71)
Further dilution from applying the
 "two-class" method                          (.10)         -           -           -
                                           ------     ------      ------      ------
Basic earnings (loss) per common
  share before cumulative effect
  of an accounting change                 $   .22   $   (.23)   $   (.24)  $    (.71)
                                           ======     ======      ======      ======
Diluted earnings (loss) per common
  share before cumulative effect
  of an accounting change                 $   .22   $   (.23)   $   (.24)  $    (.71)
                                           ======     ======      ======      ======

</table>

     The following is a reconciliation of the basic and diluted loss
per common share computations on loss before the cumulative effect of
an accounting change to net loss.

<Table>
<Caption>
                                                Twenty-six Weeks Ended
                                                  September 28, 2000
                                                 (Per share amounts)
                                               Basic             Diluted
                                               -----             -------
<S>                                           <C>              <C>
Loss for common shares before cumulative
 effect of an accounting change                $ (.71)           $ (.71)
Cumulative effect of an accounting change,
 net of income tax benefit                       (.67)             (.67)
                                                -----             -----
Net loss for common shares                     $(1.38)           $(1.38)
                                                =====             =====
</table>

     During the twenty-six weeks ended September 27, 2001, 31,350,957
shares of Common Stock and $12,797,000 of dividends from the assumed
conversion of Series A Preferred were excluded from basic and diluted
earnings per common share because they were anti-dilutive.  During the
twenty-six weeks ended September 27, 2001, shares from stock awards and
options to purchase 314,963 shares of Common Stock were excluded from
diluted earnings per common share because they were anti-dilutive.

     During the thirteen and twenty-six weeks ended September 28, 2000,
shares from stock options to purchase 71,672 and 126,051, shares of common
stock respectively, were excluded from diluted earnings per common share
because they were anti-dilutive.

     The Company has two classes of common stock outstanding which do not
provide for different dividend rates or other preferences, other than voting
rights, between the two classes of common stock.

NOTE 3 - COMPREHENSIVE INCOME

     The components of comprehensive income are as follows:
<Table>
<Caption>
                                       Thirteen Weeks Ended  Twenty-six Weeks Ended
                                        Sept 27,   Sept 28,   Sept 27,    Sept 28,
                                         2001       2000       2001        2000
                                         ----       ----       ----        ----
                                                    (in thousands)
<S>                                     <C>       <C>         <C>       <C>
Net earnings (loss)                      $ 19,009  $ (5,463)   $  7,127  $(32,356)
Foreign currency translation adjustment     4,049    (5,297)      2,341    (6,335)
Unrealized loss on marketable
  securities  (net of income tax benefit
  of $161 and $62 in fiscal
  2000, respectively)                           -      (231)          -       (80)
                                          -------   -------     -------   -------
Comprehensive income (loss)              $ 23,058  $(10,991)   $  9,468  $(38,771)
                                          =======   =======     =======   =======

</table>

NOTE 4 - OPERATING SEGMENTS

Information about the Company's operations by operating segment is as
follows:

<Table>
<Caption>
                                        Thirteen Weeks Ended  Twenty-six Weeks Ended
                                         Sept 27,  Sept 28,     Sept 27,   Sept 28,
                                           2001      2000         2001       2000
                                           ----      ----         ----       ----
<S>                                    <C>        <C>          <C>       <C>
Revenues                                              (in thousands)
North American theatrical exhibition    $335,897   $292,951     $618,926   $560,702
International theatrical exhibition       29,888     24,226       47,813     40,558
NCN and other                             11,358     14,425       19,889     21,586
                                         -------    -------      -------    -------
Total revenues                          $377,143   $331,602     $686,628   $622,846
                                         =======    =======      =======    =======


                                        Thirteen Weeks Ended  Twenty-six Weeks Ended
                                         Sept 27,  Sept 28,     Sept 27,   Sept 28,
                                           2001	     2000         2001       2000
                                           ----      ----         ----       ----
Adjusted EBITDA (1)                                   (in thousands)
North American theatrical exhibition    $ 63,812   $ 52,117     $108,096   $ 89,716
International theatrical exhibition        2,672       (572)         197     (2,202)
NCN and other                               (359)     2,033       (2,568)       369
                                         -------    -------      -------    -------
Total segment Adjusted EBITDA             66,125     53,578      105,725     87,883
General and administrative                 8,898      7,350       16,693     13,985
                                         -------    -------      -------    -------
Total Adjusted EBITDA                   $ 57,227   $ 46,228     $ 89,032   $ 73,898
                                         =======    =======      =======    =======

                                              Sept 27,                Sept 28,
                                                2001                    2000
                                                ----                    ----
Property (2)                                          (in thousands)
North American theatrical exhibition         $1,099,038              $1,050,714
International theatrical exhibition              90,336                  84,056
NCN and other                                    14,016                  14,309
                                              ---------               ---------
Total segment property                        1,203,390               1,149,079
Construction in progress                         48,827                  41,885
Corporate                                        32,577                  41,968
                                              ---------               ---------
                                              1,284,794               1,232,932
Less-accumulated depreciation
  and amortization                              507,584                 414,695
                                              ---------               ---------
Property, net                                $  777,210              $  818,237
                                              =========               =========

 (1) Represents earnings (loss) before cumulative effect of an accounting
change plus interest, income taxes, depreciation and amortization and
adjusted for preopening expense, theatre and other closure expense,
impairment of long-lived assets, (gain) loss on disposition of assets,
equity in earnings of unconsolidated affiliates and excludes one-time
other income of $7,379 related to an accounting change and one-time other
expense of $3,754 incurred in connection with the issuance of Preferred
Stock.
 (2) Property is comprised of land, buildings and improvements, leasehold
improvements and furniture, fixtures and equipment.
</table>

NOTE 5 - STOCKHOLDERS' EQUITY (DEFICIT)

     On April 19, 2001, the Company issued 92,000 shares of Series A
Preferred and 158,000 shares of Series B Exchangeable Preferred Stock
the "Series B Preferred" and collectively with the Series A Preferred,
the "Preferred Stock") at a price of $1,000 per share.  Net proceeds
from the issuance were used to repay borrowings under the Credit
Facility. Reference is made to Note 5, Stockholders' Equity (Deficit),
of the Company's Annual Report on Form 10-K for the fiscal year ended
March 29, 2001 for additional information concerning the Preferred
Stock.

     On July 25, 2001, holders of Convertible Class B Stock converted
100,000 shares of Class B Stock into 100,000 shares of Common Stock.  On
August 20, 2001, holders of Convertible Class B Stock converted 140,448
shares of Class B Stock into 140,448 shares of Common Stock.

     As described in Part II Item 4. Submission of Matters to a Vote of
Security Holders, on September 13, 2001 the number of authorized shares
of Common Stock were increased from 45,000,000 to 200,000,000. Pursuant
to the Certificate of Designations relating to the Preferred Stock, all
shares of Series B Preferred were exchanged for an equal number of
shares of Series A Preferred.

     Preferred Stock dividends paid in shares of Preferred Stock are
based upon their fair value at the date of declaration.  The Company
records dividends on Series B Preferred Stock when the dividends are
declared.  The carrying value of Series A Preferred is accreted to its
redemption price over ten years (the period from initial issuance until
redemption first becomes available to the holder of the security) using the
interest method.  During the thirteen weeks ended June 28, 2001, the
Company recorded dividends of 1,242 additional shares of Series A Preferred
 valued at $2,398,000 and during the thirteen weeks ended September 28,
2001 the Company recorded dividends of 6,408 additional shares of Series A
Preferred valued at $10,399,000.  The increase in the number of additional
shares of Series A Preferred  during the thirteen weeks ended September 27,
2001 compared to the thirteen weeks ended June 27, 2001 was due to the
declaration of dividends on Series B Preferred on June 30, 2001,
exchange of all Series B Preferred for Series A Preferred on September 13,
2001 and dividend accruals for a full fiscal quarter during the thirteen
weeks ended September 27, 2001 compared with a partial fiscal quarter
during the thirteen weeks ended June 28, 2001.

NOTE 6 - INCOME TAXES

     The difference between the expected effective annual tax rate on
earnings (loss) before income taxes and cumulative effect of an accounting
change and the U.S. federal income tax statutory rate is as follows:

<Table>
<Caption>
                                              Twenty-six Weeks Ended
                                   September 27, 2001      September 28, 2000
                                   ------------------      ------------------
<S>                                      <C>                   <C>
Federal statutory rate                     35.0%                 35.0%
Non-deductible expenses                   (11.3)                    -
Valuation allowance                        (7.6)                    -
State income taxes, net of
  federal tax benefit                        .3                   3.4
Other, net                                    -                  (3.0)
                                           ----                  ----
Effective tax rate                         16.4%                 35.4%
                                           ====                  ====
</table>

NOTE 7 - THEATRE AND OTHER CLOSURE AND DISPOSITION OF ASSETS

     A rollforward of reserves for theatre and other closure and the
discontinuing operation of fast food restaurants is as follows:

                                              Twenty-six Weeks Ended
                                                September 27, 2001
                                                ------------------

Beginning Balance                                   $ 32,092
Theatre and other closure expense                         88
Interest expense                                       2,495
Gain on disposition of assets                         (1,682)
General and administrative expense                        75
Transfer of deferred rent and capital lease
   obligations balances                                5,331
Payments                                             (13,403)
                                                     -------
Ending Balance                                      $ 24,996
                                                     =======

NOTE 8 - CONTINGENCIES

     The Company, in the normal course of business, is party to various
legal actions.  Except as described below, management believes that the
potential exposure, if any, from such matters would not have a material
adverse effect on the financial condition, cash flows or results of
operations of the Company.

     The Company is the defendant in two coordinated cases now pending in
California, Weaver v. AMC Entertainment Inc., (filed March 2000 in Superior
Court of California, San Francisco County), and Geller v. AMC Entertainment
Inc. (filed May 2000 in Superior Court of California, San Bernardino
County).   The litigation is based upon California Civil Code Section
1749.5, which provides that "on or after July 1, 1997, it is unlawful for
any person or entity to sell a gift certificate to a purchaser containing
an expiration date."  Weaver is a purported class action on behalf of all
persons in California who, on or after January 1, 1997, purchased or
received an AMC Gift of Entertainment ("GOE") containing an expiration
date.  Geller is brought by a plaintiff who allegedly received an AMC
discount ticket in California containing an expiration date and who
purports to represent all California purchasers of these "gift
certificates" purchased from any AMC theatre, store, location, web-site or
other venue owned or controlled by AMC since January 1, 1997.  Both
complaints allege unfair competition and seek injunctive relief.  Geller
seeks restitution of all expired "gift certificates" purchased in
California since January 1, 1997 and not redeemed.  Weaver seeks
disgorgement of all revenues and profits obtained since January 1997 from
sales of "gift certificates" containing an expiration date, as well as
actual and punitive damages.  The Company has denied any liability,
answering that GOEs and discount tickets are not a "gift certificate" under
the statute and that, in any event, no damages have occurred.  On May 11,
2001, following a special trial on the issue, the court ruled that the GOEs
and discount tickets are "gift certificates."  The Company intends to
appeal this ruling and to continue defending the cases vigorously. Should
the result of this litigation ultimately be adverse to the Company, it is
presently unable to estimate the amount of the potential loss.

Item 2.  Management's Discussion and Analysis of Financial Condition and
Results of Operations.

     This section contains certain "forward-looking statements" intended
to qualify for the safe harbor from liability established by the Private
Securities Litigation Reform Act of 1995.  These forward-looking statements
generally can be identified by use of statements that include words or
phrases such as the Company or its management "believes," "expects,"
"anticipates," "intends," "plans," "foresees" or other words or phrases of
similar import.  Similarly, statements that describe the Company's
objectives, plans or goals also are forward-looking statements.  All such
forward-looking statements are subject to certain risks and uncertainties
that could cause actual results to differ materially from those
contemplated by the relevant forward-looking statement. Important factors
that could cause actual results to differ materially from the expectations
of the Company include, among others: (i) the Company's ability to enter
into various financing programs; (ii) the performance of films licensed by
the Company; (iii) competition;  (iv) construction delays; (v) the ability
to open or close theatres and screens as currently planned; (vi) general,
political (including the impact on attendance of any future terrorist
actions) and economic conditions (including adverse changes in inflation
and prevailing interest rates); (vii) demographic changes; (viii) increases
in the demand for real estate; (ix) changes in real estate, zoning and tax
laws and (x) unforeseen changes in operating requirements.  Readers are
urged to consider these factors carefully in evaluating the forward-looking
statements. The forward-looking statements included herein are made only as
of the date of this Form 10-Q and the Company undertakes no obligation to
publicly update such forward-looking statements to reflect subsequent
events or circumstances.

Operating Results

     Set forth in the table below is a summary of revenues, costs and
expenses attributable to the Company's North American and International
theatrical exhibition operations and NCN and other businesses.

<Table>
<Caption>
                                        Thirteen Weeks Ended       Twenty-six Weeks Ended
                                      Sept 27,  Sept 28,         Sept 27,  Sept 28,
                                       2001      2000  % Change   2001      2000   % Change
                                       ----      ----  --------   ----      ----   --------
                                                      (Dollars in thousands)
<S>                                  <C>      <C>       <C>    <C>       <C>       <C>
Revenues
North American theatrical exhibition
  Admissions                         $231,018  $201,260  14.8%  $419,821  $381,637  10.0%
  Concessions                          94,725    87,314   8.5    176,558   165,337   6.8
  Other theatre                        10,154     4,377     *     22,547    13,728  64.2
                                      -------   -------  ----    -------   -------  ----
                                      335,897   292,951  14.7    618,926   560,702  10.4

International theatrical exhibition
  Admissions                           23,914    19,294  23.9     38,295    32,458  18.0
  Concessions                           5,422     4,158  30.4      8,454     6,850  23.4
  Other theatre                           552       774 (28.7)     1,064     1,250 (14.9)
                                      -------   -------  ----    -------   -------  ----
                                       29,888    24,226  23.4     47,813    40,558  17.9

NCN and other                          11,358    14,425 (21.3)    19,889    21,586  (7.9)
                                      -------   -------  ----    -------   -------  ----

    Total revenues                   $377,143  $331,602  13.7%  $686,628  $622,846  10.2%
                                      =======   =======  ====    =======   =======  ====
Costs of operations
North American theatrical exhibition
  Film exhibition costs              $128,935  $109,369  17.9%  $231,891  $206,697  12.2%
  Concession costs                     11,827    12,757  (7.3)    21,593    24,173 (10.7)
  Theatre operating expense            78,967    70,127  12.6    152,956   140,769   8.7
  Rent                                 52,356    51,198   2.3    104,390   101,964   2.4
  Preopening expense                      486       317  53.3      1,747     1,659   5.3
  Theatre and other closure expense        12    11,679 (99.9)        88    12,406 (99.3)
                                      -------   -------  ----    -------   -------  ----
                                      272,583   255,447   6.7    512,665   487,668   5.1
International theatrical exhibition
  Film exhibition costs                13,001    10,533  23.4     20,226    17,314  16.8
  Concession costs                      1,566     1,381  13.4      2,525     2,182  15.7
  Theatre operating expense             6,118     6,220  (1.6)    11,522    11,387   1.2
  Rent                                  6,531     6,664  (2.0)    13,343    11,877  12.3
  Preopening expense                       51       558 (90.9)        59       824 (92.8)
                                      -------   -------  ----    -------   -------  ----
                                       27,267    25,356   7.5     47,675    43,584   9.4

NCN and other                          11,717    12,392  (5.4)    22,457    21,217   5.8
General and administrative              8,898     7,350  21.1     16,693    13,985  19.4
Depreciation and amortization          24,272    25,917  (6.3)    47,570    52,295  (9.0)
Impairment of long-lived assets             -     3,813     *          -     3,813     *
(Gain) loss on disposition of assets   (2,001)        5     *     (1,842)   (1,635) 12.7
                                      -------   -------  ----    -------   -------  ----
    Total costs and expenses         $342,736  $330,280   3.8%  $645,218  $620,927   3.9%
                                      =======   =======  ====    =======   =======  ====

*Percentage change in excess of 100%.
</table>

Thirteen weeks ended September 27, 2001 and September 28, 2000.

     Revenues.  Total revenues increased 13.7% during the thirteen weeks
ended September 27, 2001 compared to the thirteen weeks ended September
28, 2000.

     North American theatrical exhibition revenues increased 14.7% from the
prior year.  Admissions revenues increased 14.8% due to a 7.8% increase in
attendance and a 6.5% increase in average ticket price. Attendance
increased due to increased popularity of film product and the addition of 5
new theatres with 92 screens added since September 28, 2000 offset by the
closure or sale of 20 older or under performing theatres with 139 screens
since September 28, 2000.  Attendance at comparable theatres (theatres
opened before the second quarter of fiscal 2001) increased 7.5% due to the
increased popularity of film product.  The increase in average ticket
prices was due primarily to the Company's practice of periodically
reviewing ticket prices and making selective adjustments based upon such
factors as general inflationary trends and conditions in local markets.
Concessions revenues increased 8.5% due primarily to the increase in
attendance.

     International theatrical exhibition revenues increased 23.4% from
the prior year.  Admissions revenues increased 23.9% due primarily to a
26.4% increase in attendance.  The increase in attendance was due to the
increased popularity of film product and the addition of 1 new theatre
with 18 screens since September 28, 2000. Attendance at comparable
theatres increased 18.6% due to the increased popularity of film product.
Concession revenues increased 30.4% due primarily to the increase in
total attendance. International revenues were negatively impacted by a
stronger U.S. dollar, although this did not contribute materially to
consolidated net income.

     Revenues from NCN and other decreased 21.3% from the prior year due
primarily to a decrease in advertising revenues at NCN related to
conditions in the general economy that have lead to a reduction in spending
by advertisers.

     Costs and expenses.  Total costs and expenses increased 3.8% during
the thirteen weeks ended September 27, 2001 compared to the thirteen
weeks ended September 28, 2000.

     North American theatrical exhibition costs and expenses increased 6.7%
from the prior year.  Film exhibition costs increased 17.9% due to higher
admissions revenues and an increase in the percentage of admissions paid to
film distributors. As a percentage of admissions revenues, film exhibition
costs were 55.8% in the current year as compared with 54.3% in the prior
year. This increase occurred because more popular films released during the
thirteen weeks ended September 27, 2001 were licensed from distributors
that generally have higher film rental terms and because of the
concentration of attendance in the early weeks of several films which
typically results in higher film exhibition costs.  Concession costs
decreased 7.3% due to additional marketing incentives from vendors under
renegotiated contract terms and the Company's initiative to consolidate
purchasing to obtain more favorable pricing, offset by the increase in
concessions revenues. As a percentage of concessions revenues, concession
costs were 12.5% in the current year compared with 14.6% in the prior year.
As a percentage of revenues, theatre operating expense was 23.5% in the
current year as compared to 23.9% in the prior year. Rent expense increased
2.3% due to the growing number of megaplexes (theatres with predominantly
stadium seating) in the Company's theatre circuit, which generally have
higher rent per screen than multiplexes (theatres generally without stadium
seating). During the thirteen weeks ended September 27, 2001, the Company
incurred $12,000 of theatre closure expense comprised primarily of accruals
for expected payments to landlords to terminate the leases related to 3
theatres with 20 screens closed during the current period offset by the
favorable settlement of lease obligations  on three theatres closed in
prior periods.  During the thirteen weeks ended September 28, 2000, the
Company incurred $11,679,000 of theatre closure expense comprised primarily
of accruals for expected payments to landlords to terminate the leases
related to 21 theatres with 135 screens.

     International theatrical exhibition costs and expenses increased 7.5%
from the prior year.  Film exhibition costs increased 23.4% primarily due to
higher admission revenues.  Rent expense decreased 2.0% and theatre
operating expense decreased 1.6% from the prior year primarily due to
currency exchange rate differences, offset by the addition of one theatre
with 18 screens since September 28, 2000.  International theatrical
exhibition costs and expenses were positively impacted by a stronger U.S.
dollar, although this did not contribute materially to consolidated net
income.

     Costs and expenses from NCN and other decreased 5.4% due primarily to
a decrease in expenses at NCN related to lower levels of revenue.

     General and administrative expenses increased 21.1% during the
thirteen weeks ended September 27, 2001 primarily due to an increase
in incentive compensation expense.  As a percentage of total revenues,
general and administrative expenses increased from 2.2% in the prior
year to 2.4% in the current year.

     Depreciation and amortization decreased 6.3%, or $1,645,000, during
the thirteen weeks ended September 27, 2001.   This decrease was
primarily caused by a decrease in depreciation of $1,611,000 related to
impairment losses recorded in previous periods which reduced the carrying
value of theatre assets.

     During the thirteen weeks ended September 28, 2000, the Company
recognized a non-cash impairment loss of $3,813,000.  The prior year
charge was primarily related to discontinued development of a theatre in
Taiwan and to 29 North American multiplex theatres with 180 screens in 12
states (primarily Florida, California, Texas, Michigan and Arizona),
including a loss of $1,521,000 associated with 20 theatres that were
included in impairment losses in previous periods.  All of the 29 North
American multiplex theatres have been closed.

     Gain on disposition of assets increased from a loss of $5,000 in the
prior year to a gain of $2,001,000 during the current year.  Current year
and prior year results include the sale of real estate held for investment.
The current year also includes a $1,682,000 gain on the favorable
settlement of a capital lease obligation.

     Other Income.  During the thirteen weeks ended  September 28, 2000, the
Company recognized non-cash income of $9,996,000 related to the
extinguishment of gift certificate liabilities for multiple years of sales.
The extinguishment of gift certificate liabilities related to the most
recent year of sales resulted in other income of $2,617,000 and the
extinguishment of gift certificate liabilities for sales in prior periods
resulted in one-time other income of $7,379,000.

     Interest Expense.  Interest expense decreased 23.9% during the thirteen
weeks ended September 27, 2001 compared to the prior year, primarily due to
a decrease in average outstanding borrowings and a decrease in interest
rates.

     Income Tax Provision.   The provision for income taxes increased to
an expense of $1,400,000 during the current year from a benefit of
$2,500,000 in the prior year.  The effective tax rate was 6.9% for the
thirteen weeks ended September 27, 2001 compared to 31.4% for the
thirteen weeks ended September 28, 2000.  The Company adjusts its
expected annual tax rate on a quarterly basis based on current
projections of non-deductible expenses and pre-tax earnings or losses
for its domestic and foreign subsidiaries.

     Net Earnings (Loss) for Common Shares.  Net earnings for common
shares increased during the thirteen weeks ended September 27, 2001 to
$8,610,000 from a loss of  $5,463,000 in the prior year.  Basic earnings
per common share was $.22 compared to a loss of $.23 in the prior year.
Diluted earnings per common share was $.22 for the thirteen weeks ended
September 27, 2001 compared to a loss per common share of $.23 in the
prior year.  Preferred Stock dividends of 6,408 additional shares of
Preferred Stock valued at $10,399,000 were recorded during the thirteen
weeks ended September 27, 2001.

Twenty-six weeks ended September 27, 2001 and September 28, 2000.

     Revenues.  Total revenues increased 10.2% during the twenty-six
weeks ended September 27, 2001 compared to the twenty-six weeks ended
September 28, 2000.

     North American theatrical exhibition revenues increased 10.4% from the
prior year.  Admissions revenues increased 10.0% due to a 5.9% increase in
average ticket price and a 3.9% increase in attendance. The increase in
average ticket prices was due primarily to the Company's practice of
periodically reviewing ticket prices and making selective adjustments based
upon such factors as general inflationary trends and conditions in local
markets. Attendance increased primarily due to 5 new theatres with 92
screens added since September 28, 2000.  Attendance at comparable theatres
(theatres opened before fiscal 2001) increased 3.2% due to increased
popularity of film product.  Concessions revenues increased 6.8% due to the
increase in attendance and a 2.8% increase in average concessions per
patron. The increase in average concessions per patron was attributable
primarily to increased attendance at children's films during the first
quarter of fiscal 2002 where concession spending per patron is generally
higher.

     International theatrical exhibition revenues increased 17.9% from
the prior year.  Admissions revenues increased 18.0% due primarily to a
21.3% increase in attendance.  The increase in attendance was due to the
increased popularity of film product and the addition of 1 new theatre
with 18 screens since September 28, 2000.  Attendance at comparable
theatres increased 11.2% due to the increased popularity of film product.
Concession revenues increased 23.4% due to the increase in total
attendance and a 1.7% increase in concessions per patron.  International
revenues were negatively impacted by a stronger U.S. dollar, although
this did not contribute materially to consolidated net loss.

     Revenues from NCN and other decreased 7.9% from the prior year due
primarily to a decrease in advertising revenues at NCN related to
conditions in the general economy that have lead to a reduction in spending
by advertisers.

     Costs and expenses.  Total costs and expenses increased 3.9% during
the twenty-six weeks ended September 27, 2001 compared to the twenty-
six weeks ended September 28, 2000.

     North American theatrical exhibition costs and expenses increased 5.1%
from the prior year.  Film exhibition costs increased 12.2% due to the
increase in admissions revenues and an increase in the percentage of
admissions paid to film distributors.  As a percentage of admissions
revenues, film exhibition costs were 55.2% in the current year as compared
with 54.2% in the prior year.  This increase occurred because more popular
films were licensed from distributors that generally have higher film
rental terms and because of the concentration of attendance in the early
weeks of several films released during the thirteen weeks ended September
27, 2001, which typically results in higher film exhibition costs.
Concession costs decreased 10.7% due to additional marketing incentives
from vendors under renegotiated contract terms and the Company's initiative
to consolidate purchasing to obtain more favorable pricing, offset by the
increase in concessions revenues.  As a percentage of concessions revenues,
concession costs were 12.2% in the current year compared with 14.6% in the
prior year.  As a percentage of revenues, theatre operating expense was
24.7% in the current year as compared to 25.1% in the prior year.  Rent
expense increased 2.4% due to the growing number of megaplexes in the
company's theatre circuit, which generally have higher rent per screen than
multiplexes. During the twenty-six weeks ended September 27, 2001, the
Company incurred $88,000 of theatre closure expense comprised primarily of
accruals for expected payments to landlords to terminate the leases related
to 6 theatres with 38 screens closed during the current year offset by a
favorable lease renegotiation for vacant restaurant space related to a
terminated joint venture and the favorable settlement of lease obligations
on three closed theatres.  During the twenty-six weeks ended September 28,
2000, the Company incurred $12,406,000 of theatre closure expense comprised
primarily of accruals for expected payments to landlords to terminate the
leases related to 23 theatres with 147 screens.

     International theatrical exhibition costs and expenses increased 9.4%
from the prior year.  Film exhibition costs increased 16.8% primarily due to
higher admission revenues.  Rent expense increased 12.3% and theatre
operating expense increased 1.2% from the prior year, primarily due to the
addition of 1 new theatre with 18 screens since September 28, 2000.
International theatrical exhibition costs and expenses were positively
impacted by a stronger U.S. dollar, although this did not contribute
materially to consolidated net loss.

     Costs and expenses from NCN and other increased 5.8% primarily due to
an increase in expenses at NCN related to lower levels of revenues.

     General and administrative expenses increased 19.4% during the
twenty-six weeks ended September 27, 2001 due to an increase in
incentive compensation expense.  As a percentage of total revenues,
general and administrative expenses increased from 2.2% in the prior
year to 2.4% in the current year.

     Depreciation and amortization decreased 9.0%, or $4,725,000, during
the twenty-six weeks ended September 27, 2001.  This decrease was
primarily caused by a decrease in depreciation of $3,084,000 related to
impairment losses recorded in previous periods which reduced the carrying
value of the theatre assets.

     During the twenty-six weeks ended September 28, 2000, the Company
recognized a non-cash impairment loss of $3,813,000.  The prior year
charge was primarily related to discontinued development of a theatre in
Taiwan and to 29 North American multiplex theatres with 180 screens in 12
states (primarily Florida, California, Texas, Michigan and Arizona),
including a loss of $1,521,000 associated with 20 theatres that were
included in impairment losses in previous periods.  All of the 29 North
American multiplex theatres have been closed.

     Gain on disposition of assets increased from a gain of $1,635,000 in
the prior year to a gain of $1,842,000 during the current year.  Current
year and prior year results include gains related to the sales of real
estate held for investment during the twenty-six weeks ended September 27,
2001 and September 28, 2000.  The current and prior year results also
include gains of $1,682,000 and $72,000, respectively, on the favorable
settlements of capital lease obligations.

     Other Expense (Income).  During the twenty-six weeks ended September
27, 2001, the Company recognized $3,754,000 of one-time transaction expenses
incurred in connection with the issuance of Preferred Stock. During the
twenty-six weeks ended September 28, 2000, the Company recognized non-cash
income of $9,996,000 related to the extinguishment of gift certificate
liabilities for multiple years of sales.  The extinguishment of gift
certificate liabilities related to the most recent year of sales resulted in
other income of $2,617,000 and the extinguishment of gift certificate
liabilities for sales in prior periods resulted in one-time other income of
$7,379,000.

     Interest Expense.  Interest expense decreased 22.3% during the
twenty-six weeks ended September 27, 2001 compared to the prior year,
primarily due to a decrease in average outstanding borrowings and a
decrease in interest rates.

     Income Tax Provision.   The provision for income taxes increased to an
expense of $1,400,000 during the current year from a benefit of $9,100,000
in the prior year.  The effective tax rate was 16.4% for the current year
compared to 35.4% for the previous year.  The Company adjusts its
expected annual tax rate on a quarterly basis based on current
projections of non-deductible expenses and pre-tax earnings or losses
for its domestic and foreign subsidiaries.

     Net Loss for Common Shares.  Net loss for common shares decreased during
the twenty-six weeks ended September 27, 2001 to a loss of $5,670,000 from a
loss of  $32,356,000 in the prior year.  Basic loss per common share was $.24
compared to a loss of $1.38 in the prior year.  Prior year results include the
cumulative effect of an accounting change of $15,760,000 (net of income tax
benefit of $10,950,000) which increased loss per common share by $.67 for the
twenty-six weeks ended September 28, 2000.  Diluted loss per common share was
$.24 for the twenty-six weeks ended September 27, 2001 compared to a loss per
common share of $1.38 in the prior year.  Preferred Stock dividends of 7,650
additional shares of Preferred Stock valued at $12,797,000 were recorded during
the twenty-six weeks ended September 27, 2001.

LIQUIDITY AND CAPITAL RESOURCES

     The Company's revenues are collected in cash, principally through
box office admissions and theatre concessions sales.  The Company has
an operating "float" which partially finances its operations and which
generally permits the Company to maintain a smaller amount of working
capital capacity. This float exists because admissions revenues are
received in cash, while exhibition costs (primarily film rentals) are
ordinarily paid to distributors from 30 to 45 days following receipt of
box office admissions revenues.  The Company is only occasionally
required to make advance or early payments or non-refundable guaranties
of film rentals.  Film distributors generally release during the summer
and holiday seasons the films which they anticipate will be the most
successful.  Consequently, the Company typically generates higher
revenues during such periods.

     Cash flows from operating activities, as reflected in the
Consolidated Statements of Cash Flows, increased $10,219,000 from
$4,225,000 during the twenty-six weeks ended September 28, 2000 to
$14,444,000 during the twenty-six weeks ended September 27, 2001,
primarily due to increased adjusted EBITDA, a decrease in interest
payments and a decrease in payments on accounts payable offset by an
increase in theatre closure payments, a decrease in income tax refunds
and an increase in Preferred Stock transaction costs.  The Company's
working capital deficit decreased from $148,519,000 as of March 29,
2001 to $93,407,000 as of September 27, 2001 due primarily to decreases
in accounts payable, deferred income, accrued theatre closure expense
and an increase in cash and equivalents.  The working capital deficit
is not expected to negatively impact the Company's ability to fund
operations or planned capital expenditures for the next 12 months.  The
Company borrows against its Credit Facility to meet obligations as they
come due and had approximately $301,000,000 and $150,000,000 available
on its Credit Facility to meet these obligations as of September 27,
2001 and March 29, 2001, respectively.

     The Company continues to expand its North American and
International theatre circuits. During the current fiscal year, the
Company opened 3 theatres with 60 screens.  In addition, the Company
closed 9 theatres with 56 screens resulting in a circuit total of 174
theatres with 2,772 screens as of September 27, 2001.

     The costs of constructing new theatres are funded by the Company
through internally generated cash flow or borrowed funds.  The Company
generally leases its theatres pursuant to long-term non-cancelable
operating leases which require the developer, who owns the property, to
reimburse the Company for a portion of the construction costs. However,
the Company may decide to own the real estate assets of new theatres and,
following construction, sell and leaseback the real estate assets pursuant
to long-term non-cancelable operating leases. During the twenty-six weeks
ended September 27, 2001, the Company leased 3 new theatres with 60
screens from developers. The Company also sold and subsequently leased
back the land at one of its theatres to Entertainment Properties Trust
("EPT"), a real estate investment trust, for approximately $7,500,000.

     Until November 2002, EPT has a right of first refusal and first offer
to purchase and leaseback to the Company the real estate assets associated
with any megaplex theatre and related entertainment property owned or
ground-leased by the Company, exercisable upon the Company's intended
disposition of such property. As of September 27, 2001, the Company had 5
open megaplexes that would be subject to EPT's right of first refusal and
first offer to purchase should the Company seek to dispose of such
megaplexes.

     Historically, the Company has either paid for or leased the equipment
used in a theatre.  The Company may purchase leased equipment from
lessors, if prevailing market conditions are favorable.  During the
twenty-six weeks ended September 27, 2001, the Company  purchased the
leased furniture, fixtures and equipment at 4 theatres with 108 screens
for a total of $16,400,000.  Subsequent to September 27, 2001, the
Company purchased an additional $7,600,000 of leased furniture fixtures
and equipment at 2 theatres with 48 screens.  The Company expects that
the net cash requirements for purchases of leased furniture, fixtures and
equipment will approximate $24,000,000 to $31,000,000 in fiscal 2002.

     As of September 27, 2001, the Company had construction in progress
of $48,827,000 and reimbursable construction advances (amounts due from
developers on leased theatres) of $952,000.  The Company had 5 theatres
in the U.S. with a total of 88 screens, one theatre in the United Kingdom
with 16 screens and two theatres in Spain with 38 screens under
construction on September 27, 2001.  During the twenty-six weeks ended
September 27, 2001, the Company had net capital expenditures (capital
expenditures less proceeds from sale and leaseback transactions) of
$36,804,000. The Company expects that the net cash requirements for
capital expenditures will approximate $75,000,000 in fiscal 2002.

     The Company's Credit Facility permits borrowings at interest rates based
on either the bank's base rate or LIBOR and requires an annual commitment fee
based on margin ratios that could result in a rate of .375% or .500% on the
unused portion of the commitment.  The Credit Facility matures on April 10,
2004. The commitment thereunder will be reduced by $25,000,000 on each of
December 31, 2002, March 31, 2003, June 30, 2003 and September 30, 2003
and by $50,000,000 on December 31, 2003.  The total commitment under
the Credit Facility is $425,000,000, but the facility contains
covenants that limit the Company's ability to incur debt (whether under
the Credit Facility or from other sources). As of September 27, 2001,
the Company had outstanding borrowings of $90,000,000 under the Credit
Facility at an average interest rate of 4.7% per annum, and approximately
$301,000,000 was available for borrowing under the Credit Facility.

     Covenants under the Credit Facility impose limitations on
indebtedness, creation of liens, change of control, transactions with
affiliates, mergers, investments, guaranties, asset sales, dividends,
business activities and pledges.  In addition, the Credit Facility contains
certain financial covenants. Covenants under the Indentures relating to the
Company's $225,000,000 aggregate principal amount of 9 1/2% Senior
Subordinated Notes due 2011 (the "Notes due 2011") and $200,000,000
aggregate principal amount of 9 1/2% Senior Subordinated Notes due 2009
(the "Notes due 2009") are substantially the same and impose limitations on
the incurrence of indebtedness, dividends, purchases or redemptions of
stock, transactions with affiliates, and mergers and sales of assets, and
require the Company to make an offer to purchase the Notes upon the
occurrence of a change in control, as defined in the Indentures. Upon a
change of control, the Company will be required to make an offer to
repurchase each holder's Notes due 2009 and Notes due 2011 at a price equal
to 101% of the principal amount thereof plus accrued and unpaid interest to
the date of repurchase.

     The Indentures relating to the Notes due 2009 and 2011 (collectively,
the "Notes") also contain provisions subordinating the obligations of the
Company under the Notes to its obligations under the Credit Facility and
other senior indebtedness.  These include a provision that applies if there
is a payment default under the Credit Facility or other senior indebtedness
and one that applies if there is a non-payment default that permits
acceleration of indebtedness under the Credit Facility.    If there is a
payment default under the Credit Facility or other senior indebtedness,
generally no payment may be made on the Notes until such payment default
has been cured or waived or such senior indebtedness had been discharged or
paid in full.  If there is a non-payment default under the Credit Facility
that would permit the lenders to accelerate the maturity date of the Credit
Facility, no payment may be made on the Notes for a period (the "Payment
Blockage Period") commencing upon the receipt by the Indenture trustees for
the Notes of notice of such default and ending up to 179 days thereafter.
Not more than one Payment Blockage Period may be commenced during any
period of 365 consecutive days.  Failure of the Company to make payment on
either series of Notes when due or within any applicable grace period,
whether or not occurring under a Payment Blockage Period, will be an event
of default with respect to such Notes.   As of  September 27, 2001, the
Company was in compliance with all financial covenants relating to the
Credit Facility, the Notes due 2009 and the Notes due 2011.

     On April 19, 2001, the Company issued shares of Series A Preferred
Stock and Series B Preferred Stock for an aggregate purchase price of
$250,000,000.  Net proceeds from the sale (including transaction expenses)
of approximately $225,000,000 were used to reduce outstanding indebtedness
under the Company's Credit Facility.  As described in Note 5 to the
Company's Notes to Consolidated Financial Statements included in Part I
Item 8. of its Form 10-K for the year ended March 29, 2001, dividends on
the Preferred Stock are payable in additional shares of Preferred Stock
until April 2004. Thereafter, at the Company's option, dividends on Series
B Preferred Stock may be paid in additional shares of Series B Preferred
Stock until April 2006 and dividends on Series A Preferred Stock may be
paid in additional shares of Series A Preferred Stock until April 2008.
Reference is made to such Note 5 for information describing circumstances
in which holders of Preferred Stock may be entitled to special in-kind
dividends and other circumstances under which holders of Preferred Stock
may be required to receive payments-in-kind in lieu of cash and shares of
Series B Preferred Stock instead of Series A Preferred Stock.  Reference is
also made to such Note 5 for information relating to conversion rights,
exchange obligations, the Company's redemption option, the holders'
redemption option, voting rights, election of directors and liquidation
preferences of the Preferred Stock.  On September 13, 2001, pursuant to the
Certificate of Designations relating to the Preferred Stock, all shares of
Series B Preferred were exchanged for an equal number of shares of Series A
Preferred.

     The Company believes that cash generated from operations, existing
cash and equivalents, expected reimbursements from developers and the
available commitment amount under its Credit Facility will be sufficient to
fund operations, including amounts due under credit agreements, and planned
capital expenditures for the next 12 months and enable the Company to
maintain compliance with covenants related to the Credit Facility and the
Notes. However, the performance of films licensed by the Company and
unforeseen changes in operating requirements could affect the Company's
ability to continue its business strategy as well as comply with certain
financial covenants.

Euro Conversion

     In January 1999, certain member countries of the European Union
established irrevocable, fixed conversion rates between their existing
currencies and the European Union's common currency (the "Euro"). The
introduction of the Euro is scheduled to be phased in over a period ending
January 1, 2002, when Euro notes and coins will come into circulation. The
existing currencies are due to be completely removed from circulation on
February 28, 2002.

     The Company currently operates one theatre in France, one theatre in
Portugal and two theatres in Spain.  These countries are member countries
that adopted the Euro as of January 1, 1999.  The Company is implementing
necessary changes to accounting, operational, and payment systems to
accommodate the introduction of the Euro.  The Company does not anticipate
that the conversion will have a material impact on its consolidated
financial position, results of operations or cash flows.

New Accounting Pronouncements

     In July 2001, the FASB issued two new standards; Statement of
Financial Accounting Standards ("SFAS") No. 141 Business Combinations and
SFAS No. 142 Goodwill and Other Intangible Assets.  SFAS No. 141 requires
that all business combinations be accounted for using one method (the
purchase method) and prescribes criteria for the initial recognition and
measurement of goodwill and other intangible assets.  SFAS No. 141 is
effective for all business combinations completed after June 30, 2001.

     SFAS No. 142 establishes new guidelines for accounting for goodwill
and other intangible assets.  The provisions of SFAS No. 142 state that
goodwill and indefinite-lived intangible assets will no longer be amortized
and that goodwill and indefinite-lived intangible assets will be tested for
impairment at least annually.  SFAS No. 142 is effective for fiscal years
beginning after December 15, 2001.  SFAS No. 142 will become effective for
the Company in fiscal 2003.  Adoption of SFAS No. 142 is not expected to
have a material impact on the Company's consolidated financial position,
results of operations or cash flows.

     In August 2001, the FASB issued SFAS No. 143 Accounting for Asset
Retirement Obligations.  SFAS No. 143 addresses the recognition and
remeasurement of obligations associated with the retirement of a tangible
long-lived asset.  SFAS No. 143 is effective for fiscal years beginning
after June 15, 2002.  SFAS No. 143 will become effective for the Company in
fiscal 2004.  Adoption of SFAS No. 143 is not expected to have a material
impact on the Company's consolidated financial position, results of
operations or cash flows.

     In October 2001, the FASB issued SFAS No. 144 Accounting for the
Impairment or Disposal of Long-Lived Assets.  SFAS No. 144 applies to all
long-lived assets (excluding goodwill) and discontinued operations and it
develops one accounting model for long-lived assets that are to be disposed
of by sale.  SFAS No. 144 is effective for fiscal years beginning after
December 15, 2001.  SFAS No. 144 will become effective for the Company in
fiscal 2003.  The Company is currently reviewing SFAS No. 144 to determine
its impact, if any, on the Company's future consolidated financial
position, results of operations or cash flows.

     In July 2001 the Securities and Exchange Commission (the "SEC") issued
an SEC Staff Announcement which was codified as EITF Topic No. D-98
Classification and Measurement of Redeemable Securities.  Topic No. D-98
provides additional guidance about determining when an equity security is
redeemable at the option of the holder or upon the occurrence of an event
that is solely within the control of the issuer.

     Topic No. D-98 is to be applied retroactively in the first fiscal
quarter ending after December 15, 2001 by restating the financial
statements of prior periods.  The Company believes that adoption of Topic
No. D-98 will not require a restatement of financial statements until such
time, if ever, that (i) the holders of its Preferred Stock either (a) are
entitled to elect a majority of the Board of Directors or (b) could convert
a portion of their Preferred Stock into a sufficient number of shares of
Common Stock to gain control of the Board of Directors and (ii) the
Company's optional right to redeem the Preferred Stock is unconditional.
Such circumstances do not presently exist and management believes should
not exist prior to 2006, if then.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

     The Company is exposed to various market risks including interest rate
risk and foreign currency exchange rate risk.  The Company does not hold
any derivative financial instruments.

     Market risk on variable rate financial instruments.  The Company
maintains a $425 million credit facility (the "Credit Facility"), which
permits borrowings at interest rates based on either the bank's base rate
or LIBOR.  Increases in market interest rates would cause interest expense
to increase and earnings before income taxes to decrease. The change in
interest expense and earnings before income taxes would be dependent upon
the weighted average outstanding borrowings during the reporting period
following an increase in market interest rates.  Based on the Company's
current outstanding borrowings under the Credit Facility at an average
interest rate of 4.7% per annum, a 100 basis point increase in market
interest rates would increase annual interest expense and decrease earnings
before income taxes by approximately $.9 million.

     Market risk on fixed-rate financial instruments. Included in long-term
debt are $200 million of 9 1/2% Senior Subordinated Notes due 2009 and $225
million of 9 1/2% Senior Subordinated Notes due 2011.  Increases in market
interest rates would generally cause a decrease in the fair value of the Notes
due 2009 and the Notes due 2011 and a decrease in market interest rates would
generally cause an increase in fair value of the Notes due 2009 and the Notes
due 2011.

     Foreign currency exchange rates. The Company currently operates
theatres in China (Hong Kong SAR), Japan, France, Portugal, Spain, Sweden
and Canada and is currently developing theatres in the United Kingdom. As a
result of these operations, the Company has assets, liabilities, revenues
and expenses denominated in foreign currencies. The strengthening of the
U.S. dollar against the respective currencies causes a decrease in the
carrying values of assets, liabilities, revenues and expenses denominated
in such foreign currencies and the weakening of the U.S. dollar against the
respective currencies causes an increase in the carrying values of these
items. The increases and decreases in assets, liabilities, revenues and
expenses are included in accumulated other comprehensive income.  Changes
in foreign currency exchange rates also impact the comparability of
earnings in these countries on a year-to-year basis.  As the U.S. dollar
strengthens, comparative translated earnings decrease, and as the U.S.
dollar weakens comparative translated earnings from foreign operations
increase.  Although the Company does not currently hedge against foreign
currency exchange rate risk, it does not intend to repatriate funds from
the operations of its international theatres but instead intends to use
them to fund current and future operations.  A 10% fluctuation in the value
of the U.S. dollar against all foreign currencies of countries where the
Company currently operates theatres would either increase or decrease
earnings before income taxes and accumulated other comprehensive income by
approximately $1.4 million and $12.0 million, respectively.

PART II - OTHER INFORMATION

Item 1.   Legal Proceedings.

     Reference is made to Item 3. Legal Proceedings of the Company's
Annual Report on Form 10-K for the fiscal year ended March 29, 2001 for
information on certain litigation to which the Company is a party.

     The Company is party to various other legal proceedings in the
ordinary course of business, none of which is expected to have a material
adverse effect on the Company.

Item 4.  Submission of Matters To a Vote of Security Holders.

(a)  The Company held its Annual Meeting of Stockholders on September 13,
2001.

(b)  At the meeting, the following matters were voted upon by the
stockholders:

   (i) The election of Directors for the upcoming year.

   (ii) A proposal to amend Article FOURTH of the Company's Restated and
Amended Certificate of Incorporation to increase the number of
authorized shares of Common Stock from 45,000,000 to 200,000,000.

   (iii) A proposal to ratify the appointment of
PricewaterhouseCoopers LLP as independent accountants for the
Company for the fiscal year ending March 28, 2002.

     The Board of Directors of the Company is composed of eight (8)
members.  Three (3) of the directors are elected by the holders of Class B
Stock, voting as a class, two (2) of the directors are elected by the
holders of Common Stock, voting as a class and three (3) of the directors
are elected by the Apollo Purchasers, as defined in that certain Investment
Agreement dated April 19, 2001 among the Company, the Apollo Purchasers and
certain other parties,  holding shares of Series A Preferred Stock and
Series B Preferred Stock, voting as a class.

     The following were the nominees of management voted upon and elected by
the holders of the Company's Class B Stock, Common Stock and eligible
Preferred Stock as of the record date:

     Class B Stock         Common Stock          Preferred Stock
     -------------         ------------          ---------------
     Peter C. Brown        W. Thomas Grant, II   Leon D. Black
     Charles J. Egan, Jr.  Paul E. Vardeman      Marc J. Rowan
     Charles S. Paul                             Laurence M. Berg

     All of the shares of Class B Stock were voted for the Class B nominees
shown above.  In the election of directors by the holders of Common Stock,
there were 16,912,715 votes "for" W. Thomas Grant, II and 1,727,328 votes
"against" and 16,917,912 votes "for" Paul E. Vardeman and 1,722,131 votes
"against".  All of the shares of Series A Preferred Stock and Series B
Preferred Stock held by the Apollo Purchasers were voted for the  Preferred
Stock nominees shown above.

     The total votes cast concerning the proposal to amend Article FOURTH of
the Company's Restated and Amended Certificate of Incorporation were as
follows: 57,019,752 (16,827,795 Common Stock, 39,419,930 Class B Stock and
5,520 shares of Series A Preferred Stock having 772,027 votes on an "as
converted" basis) voted "for" and 1,812,248 (1,800,615 against plus 11,633
abstentions counted as votes against) voted "against". In addition, the
favorable votes of a majority of outstanding Common Stock were required to
approve this proposal.  The number of shares of Common Stock outstanding as
of the record date were 19,527,098 and the proposal received 16,827,795
shares of Common Stock voted in favor of the proposal, or 86% of the Common
Stock outstanding.

     The total votes cast concerning the ratification of the appointment of
PricewaterhouseCoopers LLP were as follows: 58,755,296 (18,563,339 Common
Stock, 39,419,930 Class B Stock and 772,027 shares of Common Stock on an
"as converted" basis) voted "for", 74,665 voted "against" and 2,039
"abstentions".

Item 5.  Other Information.

     As a result of adopting and applying the provisions of Topic No. D-
95, the Company reports a revision of basic and diluted earnings per
common share and average shares outstanding for basic earnings per
common share included in a press release dated October 23, 2001 and
included in Form 8-K under Item 9. As discussed in Note 2 to this
Form 10-Q, the Company reduced its basic earnings per common share from
$.37 to $.22 and its diluted earnings per common share from $.32 to $.22
for the thirteen weeks ended September 27, 2001.  Additionally, the
Company increased its average shares outstanding from 23,469,000 shares
to 58,891,000 shares.


Item 6.   Exhibits and Reports on Form 8-K.

(a) Exhibits

EXHIBIT INDEX

EXHIBIT NUMBER   DESCRIPTION
--------------   -----------
3.1            Amended and Restated Certificate of Incorporation of AMC
               Entertainment Inc. (as amended on December 2, 1997)
               (Incorporated by reference from Exhibit 3.1 to AMCE's Form
               10-K (File No. 1-8747) dated March 29, 2001).

3.2            Bylaws of AMC Entertainment Inc. (Incorporated by reference
               from Exhibit 3.2 to AMCE's Form 10-K (File No. 1-8747)
               dated March 29, 2001).

4.1            Certificate of Designations of Series A Convertible
               Preferred Stock and Series B Exchangeable Preferred Stock
               of AMC Entertainment Inc. (Incorporated by reference from
               Exhibit 4.6 to the Company's Form 8-K (File No. 1-8747) filed
               on April 20, 2001).

4.2            Investment Agreement entered into April 19, 2001 by and
               among AMC Entertainment Inc. and Apollo Investment Fund IV,
               L.P., Apollo Overseas Partners IV, L.P., Apollo Investment
               Fund V, L.P., Apollo Overseas Partners V, L.P., Apollo
               Management IV, L.P. and Apollo Management V, L.P.
               (Incorporated by reference from Exhibit 4.7 to the Company's
               Form 8-K (File No. 1-8747) filed on April 20, 2001).

4.3            Standstill Agreement by and among AMC Entertainment Inc.,
               and Apollo Investment Fund IV, L.P., Apollo Overseas
               Partners IV, L.P., Apollo Investment Fund V, L.P., Apollo
               Overseas Partners V, L.P., Apollo Mangement IV, L.P. and
               Apollo Management V, L.P., dated as of April 19, 2001.
               (Incorporated by reference from Exhibit 4.8 to the Company's
               Form 8-K (File No. 1-8747) filed on April 20, 2001).

4.4            Registration Rights Agreement dated April 19, 2001 by and
               among AMC Entertainment Inc. and Apollo Investment Fund IV,
               L.P., Apollo Overseas Partners IV, L.P., Apollo Investment
               Fund V, L.P., Apollo Overseas Partners V, L.P. (Incorporated
               by reference from Exhibit 4.9 to the Company's Form 8-K (File
               No. 1-8747) filed on April 20, 2001).

4.5            Securities Purchase Agreement dated June 29, 2001 by and
               among Apollo Investment Fund IV, L.P., Apollo Overseas
               Partners IV, L.P., Apollo Investment Fund V, L.P., Apollo
               Overseas Partners V, L.P., Apollo Management IV, L.P.,
               Apollo Management V, L.P., AMC Entertainment Inc., Sandler
               Capital Partners V, L.P., Sandler Capital Partners V FTE,
               L.P. and Sandler Capital Partners V Germany, L.P.


(b)   Reports on Form 8-K

     On July 12, 2001, the Company filed a Form 8-K reporting under
Item 9. the date of its first quarter earnings conference call and
webcast for fiscal year 2002.

     On July 17, 2001, the Company filed a Form 8-K reporting under
Item 9. its first quarter operating results for fiscal year 2002.

     On October 18, 2001, the Company filed a Form 8-K reporting
under Item 9. the date of its second quarter earnings conference
call and webcast for fiscal year 2002.

     On October 23, 2001, the Company filed a Form 8-K reporting
under Item 9. its second quarter operating results for fiscal year
2002.



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 thereunto duly authorized.


		AMC ENTERTAINMENT INC.




Date:	November 9, 2001  /s/ Peter C. Brown
                        ------------------
                        Peter C. Brown
                        Chairman of the Board,
                        Chief Executive Officer and
                        President



Date:	November 9, 2001  /s/Craig R. Ramsey
                        ------------------
                        Craig R. Ramsey
                        Senior Vice President,
                        Finance,
                        Chief Financial Officer and
                        Chief Accounting Officer










