
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D
                                 (Rule 13d-101)
                    Under the Securities Exchange Act of 1934

             INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
            TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
                                  RULE 13d-2(a)

                                (Amendment No. )*


                             AMC Entertainment Inc.
                                (Name of Issuer)


                   Common Stock, par value $0.662/3 per share
                         (Title of Class of Securities)


                                   001669 10 0
                                 (CUSIP Number)


                               Bruce S. Mendelsohn
                    Akin, Gump, Strauss, Hauer & Feld, L.L.P.
                         1333 New Hampshire Avenue N.W.
                             Washington, D.C. 20036
                                 (202) 887-4000
            (Name, Address and Telephone Number of Person Authorized
                     to Receive Notices and Communications)


                                 April 20, 2001
             (Date of Event which Requires Filing of this Statement)


          If the filing person has previously  filed a statement on Schedule 13G
          to report the  acquisition  which is the subject of this Schedule 13D,
          and  is  filing   this   schedule   because   of   ss.ss.240.13d-1(e),
          240.13d-1(f) or 240.13d-1(g), check the following box .

          Note:  Schedules filed in paper format shall include a signed original
          and  five   copies   of  the   schedule,   including   all   exhibits.
          Seess.240.13d-7 for other parties to whom copies are to be sent.

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

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

                         Continued on following page(s)
                               Page 1 of ___Pages
                             Exhibit Index: Page ___


<PAGE>

CUSIP No. 001669 10 0                                         Page 2 of    Pages

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

     1.   Names of Reporting Persons.
          I.R.S. Identification Nos. of above persons (entities only).

          Apollo Investment Fund IV, L.P.

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

     2.   Check the Appropriate Box if a Member of a Group

          (a)  [  ]

          (b)  [X]
--------------------------------------------------------------------------------

     3.   SEC Use Only

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

     4.   Source of Funds          OO

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

     5.   Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
          2(d) or 2(e)        [  ]

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

     6.   Citizenship or Place of Organization          Delaware

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

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

                       7.    Sole Voting Power            0 (See footnote below)
Number of Shares    ------------------------------------------------------------
Shares Beneficially    8.    Shared Voting Power          0 (See footnote below)
Owned by Each       ------------------------------------------------------------
Reporting Person       9.    Sole Dispositive Power       0 (See Item 5 below)
With                ------------------------------------------------------------
                       10.   Shared Dispositive Power     12,867,133
                                                         (See Item 5 below)
------------------- ------------------------------------------------------------

     11.  Aggregate Amount Beneficially Owned by Each Reporting Person

          12,867,133 shares of Common Stock (See Item 5 below)
--------------------------------------------------------------------------------

     12.  Check if the Aggregate Amount in Row (11) Excludes Certain Shares

                 [  ]
--------------------------------------------------------------------------------

     13.  Percent of Class  Represented by Amount in Row (11)        39.8 %
                                                              (See Item 5 below)
--------------------------------------------------------------------------------

     14.  Type of Reporting Person              PN
--------------------------------------------------------------------------------

(*) The Reporting Person together with the other Reporting  Persons named herein
may be deemed to  beneficially  own shares of the  Issuer's  Series A  Preferred
Stock that are  convertible  into shares of Common  Stock as  indicated  herein,
however,  the Reporting  Person has agreed pursuant to an Investment  Agreement,
dated as of April 19, 2001, by and among the Issuer,  the Reporting Person named
on this cover page and certain other persons named in such Investment Agreement,
for a period  commencing on the Closing Date and ending on the fifth anniversary
thereof,  not to convert such Series A Preferred  Stock into Common Stock except
in connection with the disposition of such Common Stock to an unaffiliated third
party.  As such,  notwithstanding  the right of the  Reporting  Persons to elect
directors as described  herein,  the Reporting Person has no ability to exercise
voting power with respect to the Common Stock following  conversion  during such
time period.


                      *SEE INSTRUCTIONS BEFORE FILLING OUT!

<PAGE>
CUSIP No. 001669 10 0                                        Page 3 of    Pages


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

     1.   Names of Reporting Persons.
          I.R.S. Identification Nos. of above persons (entities only).

          Apollo Overseas Partners IV, L.P.
--------------------------------------------------------------------------------

     2.   Check the Appropriate Box if a Member of a Group

          (a)  [  ]

          (b)  [X]
--------------------------------------------------------------------------------

     3.   SEC Use Only

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

     4.   Source of Funds                               OO

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

     5.   Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
          2(d) or 2(e)                                  [  ]

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

     6.   Citizenship or Place of Organization          Cayman Islands

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

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

                       7.    Sole Voting Power            0 (See footnote below)
Number of Shares       ---------------------------------------------------------
Shares Beneficially    8.    Shared Voting Power          0 (See footnote below)
Owned by Each          ---------------------------------------------------------
Reporting Person       9.    Sole Dispositive Power       0 (See Item 5 below)
With                   ---------------------------------------------------------
                       10.   Shared Dispositive Power     12,867,133
                                                         (See Item 5 below)
--------------------------------------------------------------------------------

     11.  Aggregate Amount Beneficially Owned by Each Reporting Person

          12,867,133 shares of Common Stock (See Item 5 below)
--------------------------------------------------------------------------------

     12.  Check if the Aggregate Amount in Row (11) Excludes Certain Shares

                      [  ]
--------------------------------------------------------------------------------

     13.  Percent of Class  Represented by Amount in Row (11) 39.8 % (See Item 5
          below)
--------------------------------------------------------------------------------

     14.  Type of Reporting Person                      PN
--------------------------------------------------------------------------------

(*) The Reporting Person together with the other Reporting  Persons named herein
may be deemed to  beneficially  own shares of the  Issuer's  Series A  Preferred
Stock that are  convertible  into shares of Common  Stock as  indicated  herein,
however,  the Reporting  Person has agreed pursuant to an Investment  Agreement,
dated as of April 19, 2001, by and among the Issuer,  the Reporting Person named
on this cover page and certain other persons named in such Investment Agreement,
for a period  commencing on the Closing Date and ending on the fifth anniversary
thereof,  not to convert such Series A Preferred  Stock into Common Stock except
in connection with the disposition of such Common Stock to an unaffiliated third
party.  As such,  notwithstanding  the right of the  Reporting  Persons to elect
directors as described  herein,  the Reporting Person has no ability to exercise
voting power with respect to the Common Stock following  conversion  during such
time period.


<PAGE>

CUSIP No. 001669 10 0                                        Page 4 of    Pages
--------------------------------------------------------------------------------

     1.   Names of Reporting Persons.
          I.R.S. Identification Nos. of above persons (entities only).

          Apollo Advisors IV, L.P.
--------------------------------------------------------------------------------

     2.   Check the Appropriate Box if a Member of a Group


          (a)  [  ]

          (b)  [X]
--------------------------------------------------------------------------------

     3.   SEC Use Only
--------------------------------------------------------------------------------

     4.   Source of Funds                               OO
--------------------------------------------------------------------------------

     5.   Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
          2(d) or 2(e)               [  ]
--------------------------------------------------------------------------------

     6.   Citizenship or Place of Organization          Delaware
--------------------------------------------------------------------------------

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

                       7.    Sole Voting Power            0
Number of Shares       ---------------------------------------------------------
Shares Beneficially    8.    Shared Voting Power          0 (See footnote below)
Owned by Each          ---------------------------------------------------------
Reporting Person       9.    Sole Dispositive Power       0 (See Item 5 below)
With                   ---------------------------------------------------------
                       10.   Shared Dispositive Power     12,867,133
                                                         (See Item 5 below)
--------------------------------------------------------------------------------

     11.  Aggregate Amount Beneficially Owned by Each Reporting Person

          12,867,133 shares of Common Stock (See Item 5 below)
--------------------------------------------------------------------------------

     12.  Check if the Aggregate Amount in Row (11) Excludes Certain Shares
                      [  ]
--------------------------------------------------------------------------------

     13.  Percent of Class  Represented by Amount in Row (11)         39.8 %
                                                              (See Item 5 below)
--------------------------------------------------------------------------------

     14.  Type of Reporting Person                      PN
--------------------------------------------------------------------------------

(*) The Reporting Person together with the other Reporting  Persons named herein
may be deemed to  beneficially  own shares of the  Issuer's  Series A  Preferred
Stock that are  convertible  into shares of Common  Stock as  indicated  herein,
however,  the Reporting  Person has agreed pursuant to an Investment  Agreement,
dated as of April 19, 2001, by and among the Issuer,  the Reporting Person named
on this cover page and certain other persons named in such Investment Agreement,
for a period  commencing on the Closing Date and ending on the fifth anniversary
thereof,  not to convert such Series A Preferred  Stock into Common Stock except
in connection with the disposition of such Common Stock to an unaffiliated third
party.  As such,  notwithstanding  the right of the  Reporting  Persons to elect
directors as described  herein,  the Reporting Person has no ability to exercise
voting power with respect to the Common Stock following  conversion  during such
time period.


<PAGE>

CUSIP No. 001669 10 0                                        Page 5 of    Pages
--------------------------------------------------------------------------------

     1.   Names of Reporting Persons.
          I.R.S. Identification Nos. of above persons (entities only).

          Apollo Management IV, L.P.
--------------------------------------------------------------------------------

     2.   Check the Appropriate Box if a Member of a Group


          (a)  [  ]

          (b)  [X]
--------------------------------------------------------------------------------

     3.   SEC Use Only
--------------------------------------------------------------------------------

     4.   Source of Funds                               OO
--------------------------------------------------------------------------------

     5.   Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
          2(d) or 2(e)               [  ]
--------------------------------------------------------------------------------

     6.   Citizenship or Place of Organization          Delaware
--------------------------------------------------------------------------------

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

                       7.    Sole Voting Power            0
Number of Shares       ---------------------------------------------------------
Shares Beneficially    8.    Shared Voting Power          0 (See footnote below)
Owned by Each          ---------------------------------------------------------
Reporting Person       9.    Sole Dispositive Power       0 (See Item 5 below)
With                   ---------------------------------------------------------
                       10.   Shared Dispositive Power     12,867,133
                                                         (See Item 5 below)
--------------------------------------------------------------------------------

     11.  Aggregate Amount Beneficially Owned by Each Reporting Person

          12,867,133 shares of Common Stock (See Item 5 below)
--------------------------------------------------------------------------------

     12.  Check if the Aggregate Amount in Row (11) Excludes Certain Shares
                      [  ]
--------------------------------------------------------------------------------

     13.  Percent of Class  Represented by Amount in Row (11)         39.8 %
                                                              (See Item 5 below)
--------------------------------------------------------------------------------

     14.  Type of Reporting Person                      Delaware
--------------------------------------------------------------------------------

(*) The Reporting Person together with the other Reporting  Persons named herein
may be deemed to  beneficially  own shares of the  Issuer's  Series A  Preferred
Stock that are  convertible  into shares of Common  Stock as  indicated  herein,
however,  the Reporting  Person has agreed pursuant to an Investment  Agreement,
dated as of April 19, 2001, by and among the Issuer,  the Reporting Person named
on this cover page and certain other persons named in such Investment Agreement,
for a period  commencing on the Closing Date and ending on the fifth anniversary
thereof,  not to convert such Series A Preferred  Stock into Common Stock except
in connection with the disposition of such Common Stock to an unaffiliated third
party.  As such,  notwithstanding  the right of the  Reporting  Persons to elect
directors as described  herein,  the Reporting Person has no ability to exercise
voting power with respect to the Common Stock following  conversion  during such
time period.



<PAGE>

CUSIP No. 001669 10 0                                        Page 6 of    Pages
--------------------------------------------------------------------------------

     1.   Names of Reporting Persons.
          I.R.S. Identification Nos. of above persons (entities only).

          Apollo Investment Fund V, L.P.
--------------------------------------------------------------------------------

     2.   Check the Appropriate Box if a Member of a Group


          (a)  [  ]

          (b)  [X]
--------------------------------------------------------------------------------

     3.   SEC Use Only
--------------------------------------------------------------------------------

     4.   Source of Funds                               OO
--------------------------------------------------------------------------------

     5.   Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
          2(d) or 2(e)               [  ]
--------------------------------------------------------------------------------

     6.   Citizenship or Place of Organization          Delaware
--------------------------------------------------------------------------------

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

                       7.    Sole Voting Power            0 (See footnote below)
Number of Shares       ---------------------------------------------------------
Shares Beneficially    8.    Shared Voting Power          0 (See footnote below)
Owned by Each          ---------------------------------------------------------
Reporting Person       9.    Sole Dispositive Power       0 (See Item 5 below)
With                   ---------------------------------------------------------
                       10.   Shared Dispositive Power     12,867,133
                                                         (See Item 5 below)
--------------------------------------------------------------------------------

     11.  Aggregate Amount Beneficially Owned by Each Reporting Person

          12,867,133 shares of Common Stock (See Item 5 below)
--------------------------------------------------------------------------------

     12.  Check if the Aggregate Amount in Row (11) Excludes Certain Shares
                      [  ]
--------------------------------------------------------------------------------

     13.  Percent of Class  Represented by Amount in Row (11)         39.8 %
                                                              (See Item 5 below)
--------------------------------------------------------------------------------

     14.  Type of Reporting Person                      PN
--------------------------------------------------------------------------------

(*) The Reporting Person together with the other Reporting  Persons named herein
may be deemed to  beneficially  own shares of the  Issuer's  Series A  Preferred
Stock that are  convertible  into shares of Common  Stock as  indicated  herein,
however,  the Reporting  Person has agreed pursuant to an Investment  Agreement,
dated as of April 19, 2001, by and among the Issuer,  the Reporting Person named
on this cover page and certain other persons named in such Investment Agreement,
for a period  commencing on the Closing Date and ending on the fifth anniversary
thereof,  not to convert such Series A Preferred  Stock into Common Stock except
in connection with the disposition of such Common Stock to an unaffiliated third
party.  As such,  notwithstanding  the right of the  Reporting  Persons to elect
directors as described  herein,  the Reporting Person has no ability to exercise
voting power with respect to the Common Stock following  conversion  during such
time period.


<PAGE>

CUSIP No. 001669 10 0                                        Page 7 of    Pages
--------------------------------------------------------------------------------

     1.   Names of Reporting Persons.
          I.R.S. Identification Nos. of above persons (entities only).

          Apollo Overseas Partners V, L.P.
--------------------------------------------------------------------------------

     2.   Check the Appropriate Box if a Member of a Group


          (a)  [  ]

          (b)  [X]
--------------------------------------------------------------------------------

     3.   SEC Use Only
--------------------------------------------------------------------------------

     4.   Source of Funds                               OO
--------------------------------------------------------------------------------

     5.   Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
          2(d) or 2(e)               [  ]
--------------------------------------------------------------------------------

     6.   Citizenship or Place of Organization          Cayman Islands
--------------------------------------------------------------------------------

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

                       7.    Sole Voting Power            0 (See footnote below)
Number of Shares       ---------------------------------------------------------
Shares Beneficially    8.    Shared Voting Power          0 (See footnote below)
Owned by Each          ---------------------------------------------------------
Reporting Person       9.    Sole Dispositive Power       0 (See Item 5 below)
With                   ---------------------------------------------------------
                       10.   Shared Dispositive Power     12,867,133
                                                         (See Item 5 below)
--------------------------------------------------------------------------------

     11.  Aggregate Amount Beneficially Owned by Each Reporting Person

          12,867,133 shares of Common Stock (See Item 5 below)
--------------------------------------------------------------------------------

     12.  Check if the Aggregate Amount in Row (11) Excludes Certain Shares
                      [  ]
--------------------------------------------------------------------------------

     13.  Percent of Class  Represented by Amount in Row (11)         39.8 %
                                                              (See Item 5 below)
--------------------------------------------------------------------------------

     14.  Type of Reporting Person                      PN
--------------------------------------------------------------------------------

(*) The Reporting Person together with the other Reporting  Persons named herein
may be deemed to  beneficially  own shares of the  Issuer's  Series A  Preferred
Stock that are  convertible  into shares of Common  Stock as  indicated  herein,
however,  the Reporting  Person has agreed pursuant to an Investment  Agreement,
dated as of April 19, 2001, by and among the Issuer,  the Reporting Person named
on this cover page and certain other persons named in such Investment Agreement,
for a period  commencing on the Closing Date and ending on the fifth anniversary
thereof,  not to convert such Series A Preferred  Stock into Common Stock except
in connection with the disposition of such Common Stock to an unaffiliated third
party.  As such,  notwithstanding  the right of the  Reporting  Persons to elect
directors as described  herein,  the Reporting Person has no ability to exercise
voting power with respect to the Common Stock following  conversion  during such
time period.


<PAGE>

CUSIP No. 001669 10 0                                        Page 8 of    Pages
--------------------------------------------------------------------------------

     1.   Names of Reporting Persons.
          I.R.S. Identification Nos. of above persons (entities only).

          Apollo Advisors V, L.P.
--------------------------------------------------------------------------------

     2.   Check the Appropriate Box if a Member of a Group


          (a)  [  ]

          (b)  [X]
--------------------------------------------------------------------------------

     3.   SEC Use Only
--------------------------------------------------------------------------------

     4.   Source of Funds                               OO
--------------------------------------------------------------------------------

     5.   Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
          2(d) or 2(e)               [  ]
--------------------------------------------------------------------------------

     6.   Citizenship or Place of Organization          Delaware
--------------------------------------------------------------------------------

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

                       7.    Sole Voting Power            0
Number of Shares       ---------------------------------------------------------
Shares Beneficially    8.    Shared Voting Power          0 (See footnote below)
Owned by Each          ---------------------------------------------------------
Reporting Person       9.    Sole Dispositive Power       0 (See Item 5 below)
With                   ---------------------------------------------------------
                       10.   Shared Dispositive Power     12,867,133
                                                         (See Item 5 below)
--------------------------------------------------------------------------------

     11.  Aggregate Amount Beneficially Owned by Each Reporting Person

          12,867,133 shares of Common Stock (See Item 5 below)
--------------------------------------------------------------------------------

     12.  Check if the Aggregate Amount in Row (11) Excludes Certain Shares
                      [  ]
--------------------------------------------------------------------------------

     13.  Percent of Class  Represented by Amount in Row (11)         39.8 %
                                                              (See Item 5 below)
--------------------------------------------------------------------------------

     14.  Type of Reporting Person                      PN
--------------------------------------------------------------------------------

(*) The Reporting Person together with the other Reporting  Persons named herein
may be deemed to  beneficially  own shares of the  Issuer's  Series A  Preferred
Stock that are  convertible  into shares of Common  Stock as  indicated  herein,
however,  the Reporting  Person has agreed pursuant to an Investment  Agreement,
dated as of April 19, 2001, by and among the Issuer,  the Reporting Person named
on this cover page and certain other persons named in such Investment Agreement,
for a period  commencing on the Closing Date and ending on the fifth anniversary
thereof,  not to convert such Series A Preferred  Stock into Common Stock except
in connection with the disposition of such Common Stock to an unaffiliated third
party.  As such,  notwithstanding  the right of the  Reporting  Persons to elect
directors as described  herein,  the Reporting Person has no ability to exercise
voting power with respect to the Common Stock following  conversion  during such
time period.


<PAGE>
CUSIP No. 001669 10 0                                        Page 9 of    Pages
--------------------------------------------------------------------------------

     1.   Names of Reporting Persons.
          I.R.S. Identification Nos. of above persons (entities only).

          Apollo Management V, L.P.
--------------------------------------------------------------------------------

     2.   Check the Appropriate Box if a Member of a Group


          (a)  [  ]

          (b)  [X]
--------------------------------------------------------------------------------

     3.   SEC Use Only
--------------------------------------------------------------------------------

     4.   Source of Funds                               OO
--------------------------------------------------------------------------------

     5.   Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
          2(d) or 2(e)               [  ]
--------------------------------------------------------------------------------

     6.   Citizenship or Place of Organization          Delaware
--------------------------------------------------------------------------------

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

                       7.    Sole Voting Power            0
Number of Shares       ---------------------------------------------------------
Shares Beneficially    8.    Shared Voting Power          0 (See footnote below)
Owned by Each          ---------------------------------------------------------
Reporting Person       9.    Sole Dispositive Power       0 (See Item 5 below)
With                   ---------------------------------------------------------
                       10.   Shared Dispositive Power     12,867,133
                                                         (See Item 5 below)
--------------------------------------------------------------------------------

     11.  Aggregate Amount Beneficially Owned by Each Reporting Person

          12,867,133 shares of Common Stock (See Item 5 below)
--------------------------------------------------------------------------------

     12.  Check if the Aggregate Amount in Row (11) Excludes Certain Shares
                      [  ]
--------------------------------------------------------------------------------

     13.  Percent of Class  Represented by Amount in Row (11)         39.8 %
                                                              (See Item 5 below)
--------------------------------------------------------------------------------

     14.  Type of Reporting Person                      PN
--------------------------------------------------------------------------------

(*) The Reporting Person together with the other Reporting  Persons named herein
may be deemed to  beneficially  own shares of the  Issuer's  Series A  Preferred
Stock that are  convertible  into shares of Common  Stock as  indicated  herein,
however,  the Reporting  Person has agreed pursuant to an Investment  Agreement,
dated as of April 19, 2001, by and among the Issuer,  the Reporting Person named
on this cover page and certain other persons named in such Investment Agreement,
for a period  commencing on the Closing Date and ending on the fifth anniversary
thereof,  not to convert such Series A Preferred  Stock into Common Stock except
in connection with the disposition of such Common Stock to an unaffiliated third
party.  As such,  notwithstanding  the right of the  Reporting  Persons to elect
directors as described  herein,  the Reporting Person has no ability to exercise
voting power with respect to the Common Stock following  conversion  during such
time period.


<PAGE>

                                                                Page 10 of Pages

Item 1. Security and Issuer.

     This statement on Schedule 13D (this  "Statement"  or this "Schedule  13D")
relates to the common stock,  par value $0.662/3 per share (the "Common Stock"),
of AMC Entertainment Inc., a Delaware corporation (the "Issuer").  The principal
executive  offices  of the Issuer are  located at 106 West 14th  Street,  Kansas
City, Missouri 64141.

Item 2. Identity and Background.

     This  statement is being filed jointly on behalf of the  following  persons
(collectively,  the "Reporting  Persons"):  Apollo  Investment  Fund IV, L.P., a
Delaware limited  partnership  ("AIF IV");  Apollo Overseas Partners IV, L.P., a
Cayman Islands  exempted  limited  partnership  ("AOP IV");  Apollo Advisors IV,
L.P., a Delaware  limited  partnership  ("Advisors IV");  Apollo  Management IV,
L.P., a Delaware limited partnership  ("Management IV" and together with AIF IV,
AOP IV and Advisors IV, the "AIF IV Reporting Persons");  Apollo Investment Fund
V, L.P., a Delaware limited  partnership  ("AIF V"); Apollo Overseas Partners V,
L.P., a Cayman Islands exempted limited  partnership  ("AOP V" and together with
AIF IV, AOP IV and AIF V, the  "Apollo  Funds");  Apollo  Advisors  V,  L.P.,  a
Delaware limited  partnership  ("Advisors V"); and Apollo  Management V, L.P., a
Delaware limited partnership  ("Management V" and together with AIF V, AOP V and
Advisors V, the "AIF V Reporting Persons").

     AIF IV and AOP IV are principally  engaged in the business of investment in
securities. The general partner of AIF IV and managing general partner AOP IV is
Advisors  IV,  which is  principally  engaged in the  business of serving as the
general  partner of such entities.  The general partner of Advisors IV is Apollo
Capital Management IV, Inc., a Delaware  corporation  ("Capital Management IV"),
which is  principally  engaged in the business of serving as general  partner of
Advisors  IV.  Management  IV serves as manager of AIF IV and AOP IV and manages
their  day-to-day  operations.  AIF IV Management,  Inc. a Delaware  corporation
("AIF  Management  IV"), is the general partner of Management IV. AIF Management
IV is  principally  engaged in the  business  of  serving as general  partner to
Management IV. Apollo Fund  Administration IV, LLC, a Delaware limited liability
company  ("Administration IV"), is the administrative general partner of AOP IV.
Administration  IV  is  principally  engaged  in  the  business  of  serving  as
administrative general partner of AOP IV.

     AIF V and AOP V are  principally  engaged in the business of  investment in
securities. The general partner of AIF V and the managing general partner of AOP
V is Advisors V, which is principally  engaged in the business of serving as the
general  partner of such entities.  The general  partner of Advisors V is Apollo
Capital  Management V, Inc., a Delaware  corporation  ("Capital  Management V"),
which is  principally  engaged in the business of serving as general  partner of
Advisors V.  Management V serves as manager of AIF V and AOP V and manages their
day-to-day  operations.  AIF V  Management,  Inc. a Delaware  corporation  ("AIF
Management  V"), is the general  partner of  Management  V. AIF  Management V is
principally  engaged in the business of serving as general partner to Management
V. Apollo  Fund  Administration  V, LLC, a Delaware  limited  liability  company
("Administration   V"),  is  the


<PAGE>

                                                                Page 11 of Pages

administrative general partner of AOP V. Administration V is principally engaged
in the business of serving as administrative general partner of AOP V.

     The address of AIF IV, AOP IV, Capital  Management  IV,  Management IV, AIF
Management  IV, and  Administration  IV is c/o Apollo  Advisors  IV,  L.P.,  Two
Manhattanville Road, Purchase, New York 10577. The address of Advisors IV is Two
Manhattanville Road, Purchase, New York 10577.

     The  address  of AIF V, AOP V,  Capital  Management  V,  Management  V, AIF
Management  V,  and  Administration  V is  c/o  Apollo  Advisors  V,  L.P.,  Two
Manhattanville Road, Purchase,  New York 10577. The address of Advisors V is Two
Manhattanville Road, Purchase, New York 10577.

     Set  forth in  Schedule  1,  attached  hereto  and  incorporated  herein by
reference,   are  the  names,  business  addresses,   principal  occupation  and
citizenship of each executive  officer and director of the Reporting Persons and
other  entities as to which such  information  is required  to be  disclosed  in
response to Item 2 and General Instruction C to Schedule 13D.

     During  the  last  five  years,  none  of the  Reporting  Persons,  Capital
Management IV, AIF Management IV,  Administration  IV, Capital Management V, AIF
Management  V and  Administration  V,  or,  to  the  best  of  their  respective
knowledge,  any  executive  officer  or  director  of such  entities,  has  been
convicted in a criminal  proceeding  (excluding  traffic  violations  or similar
misdemeanors)  or has  been a  party  to a civil  proceeding  of a  judicial  or
administrative body of competent jurisdiction and as a result of such proceeding
was or is  subject  to a  judgment,  decree  or  final  order  enjoining  future
violations  of, or prohibiting  or mandating  activities  subject to, Federal or
state securities laws or finding any violation with respect to such laws.

     The filing of this Schedule 13D shall not be construed as an admission that
any  Reporting  Person is,  for the  purposes  of Section  13(d) or 13(g) of the
Securities Exchange Act of 1934, or for any other purpose,  the beneficial owner
of any shares of Common Stock other than those shares of Common Stock over which
the Reporting Person has sole voting and dispositive  power, as reported herein.
Further,  each of the Reporting Persons disclaims any pecuniary  interest in any
securities of the Issuer owned by any other Reporting Person or any other party,
and expressly disclaims the existence of a group.


Item 3. Source and Amount of Funds or Other Consideration.

     On April 20, 2001 (the  "Closing  Date"),  the Apollo  Funds  purchased  an
aggregate of 92,000 shares of the Issuer's Series A Convertible Preferred Stock,
par value $0.662/3 per share (the "Series A Preferred Stock") and 158,000 shares
of the Issuer's Series B Exchangeable  Preferred  Stock,  par value $0.662/3 per
share  (the  "Series B  Preferred  Stock"  and  collectively  with the  Series A
Preferred  Stock,  the  "Preferred  Stock") for an aggregate  purchase  price of
$250,000,000  (the "Purchase  Price").  The purchases were financed with cash on
hand from  contributions  of  partners  of each of the  Apollo  Funds.  All such
contributions  are in the  ordinary  course and  pursuant to  (equity)  investor
commitments to the respective entities.

<PAGE>

                                                                Page 12 of Pages

Item 4. Purpose of Transaction.

     Pursuant to an Investment  Agreement  dated April 19, 2001, a copy of which
is  attached  hereto as  Exhibit 2 and  incorporated  herein by  reference  (the
"Investment Agreement"),  the Apollo Funds acquired from the Issuer an aggregate
of 92,000  shares of Series A  Preferred  Stock and  158,000  shares of Series B
Preferred  Stock. The purpose of the transaction was to facilitate an investment
in the Issuer.

     The following is a description of certain terms of the Preferred Stock:

     Conversion  of Series A  Preferred  Stock.  At any time after the shares of
Common Stock issuable upon conversion of the Series A Preferred Stock, including
the shares of Series A  Preferred  Stock  issued  upon  exchange of the Series B
Preferred Stock (the "Conversion Shares"), sold on the Closing Date are approved
for listing on the American  Stock  Exchange,  the holders of Series A Preferred
Stock may convert their shares of Series A Preferred  Stock (subject to the last
sentence of this  paragraph),  in whole or in part, into Common Stock at a price
of $7.15  per  share of  Common  Stock  (the  "Conversion  Price")  (subject  to
adjustments  noted  below)  with each share of Series A  Preferred  Stock  being
valued at the then  current  Series A  Preferred  Stock  liquidation  preference
amount.  The  Conversion  Price  shall be  adjusted  to  reflect  any  corporate
reorganizations,    mergers,    stock    dividends,    stock    splits,    stock
reclassifications,  or stock combinations.  Notwithstanding  the foregoing,  the
Apollo Funds  agreed in the  Investment  Agreement  not to convert any shares of
Series A  Preferred  Stock  into  Common  Stock  until  April  2006,  except  in
connection with certain dispositions to third parties.

     Exchange of Series B  Preferred  Stock for Series A  Preferred  Stock.  The
Series B Preferred  Stock will  automatically  exchange  into Series A Preferred
Stock if and when the  stockholders  of the Issuer  approve an  amendment to the
Issuer's Certificate of Incorporation increasing the number of authorized shares
of Common  Stock to allow for the  conversion  of Series A Preferred  Stock into
Common Stock,  including  those shares of Series A Preferred Stock received as a
result of the exchange of Series B Preferred Stock into Series A Preferred Stock
(the "Shareholder Approval") and upon receipt of HSR Approval (as defined in the
Certificate of Designations).  Upon receipt of such Shareholder Approval and HSR
Approval,  each  share  of  Series B  Preferred  Stock  shall  be  automatically
exchanged for an equal number of shares of Series A Preferred  Stock.  Under the
Investment Agreement, the Issuer is required to seek Shareholder Approval at its
next regularly scheduled annual meeting (the "Initial Solicitation") which shall
take place no later than 270 days after the Closing Date.

     Liquidation  Preference.  The Series A  Preferred  Stock has a  liquidation
preference  equal to the greater of (i) $1,000.00  (the "Issue Price") per share
plus all  accrued and unpaid  dividends  as of the date of payment and (ii) such
amount per share of Series A  Preferred  Stock,  as would have been  payable had
each share been  converted  into  Common  Stock  immediately  prior to the event
requiring  the payment of such  liquidation  preference.  The Series B Preferred
Stock has a liquidation  preference  equal to the greater of (i) $1,000 plus all
accrued and unpaid  dividends as of the date of payment and (ii) such amount per
share of Series B  Preferred  Stock,  as would have been  payable had each share
first been exchanged for Series A Preferred  Stock (assuming that all

<PAGE>

                                                                Page 13 of Pages

conditions  to  conversion  had  occurred)  and then  such  shares  of  Series A
Preferred Stock were converted into Common Stock  immediately prior to the event
requiring  the  payment of such  liquidation  preference.  The  Preferred  Stock
liquidation payment amounts shall be adjusted for any stock split, reverse stock
split, stock combination,  reclassification  or pursuant to any other adjustment
with respect to the Series A Preferred Stock or Series B Preferred Stock, as the
case may be. No  distributions  as  specified  above may be made to  holders  of
Common  Stock of the  Issuer  until the  holders  of the  Preferred  Stock  have
received the liquidation preference.

     Dividends.

     Dividends on Series A Preferred Stock.  Holders of Series A Preferred Stock
are  entitled to receive  quarterly  dividends at the rate of 6.75% per annum of
the  liquidation  preference per share of Series A Preferred  Stock.  During the
period from the Closing Date until the third anniversary  thereof,  the Series A
Preferred  Stock  dividends  will be paid  in  additional  shares  of  Series  A
Preferred  Stock.  From the third  anniversary  of the  Closing  Date  until the
seventh  anniversary  thereof,  dividends on the Series A Preferred Stock may be
paid in additional  shares of Series A Preferred Stock or in cash, at the option
of the Issuer.  After the seventh anniversary of the Closing Date,  dividends on
the  Series  A  Preferred  Stock  will be paid in cash,  unless  the  Issuer  is
otherwise  prohibited  from making such cash  payments,  in which case dividends
will be paid in additional  shares of Series A Preferred  Stock.  If at any time
the Issuer is unable to pay cash and issuance of  additional  shares of Series A
Preferred  Stock  would  result in a change of control (as defined in certain of
the  Issuer's  indentures)  or there  are not  enough  shares  of  Common  Stock
authorized  for  additional  shares of Series A Preferred  Stock,  the dividends
payable  in  Series A  Preferred  Stock  will  instead  be  payable  in Series B
Preferred  Stock.  Generally,  upon a Change of  Control  on or before the fifth
anniversary of the Closing Date,  the holders of Series A Preferred  Stock shall
receive a one-time  dividend of additional shares of Series A Preferred Stock on
each share of Series A Preferred Stock.

     Dividends  on Series B Preferred  Stock.  The holders of Series B Preferred
Stock initially are entitled to receive quarterly dividends at the rate of 12.0%
per annum of the liquidation  preference per share of Series B Preferred  Stock.
During the period from the  Closing  Date until the third  anniversary  thereof,
dividends on the Series B Preferred  Stock will be paid in additional  shares of
Series B Preferred Stock.  From the third  anniversary of the Closing Date until
the fifth anniversary thereof,  dividends on the Series B Preferred Stock may be
paid in additional  shares of Series B Preferred Stock or in cash, at the option
of the Issuer. After the fifth anniversary of the Closing Date, dividends on the
Series B Preferred  Stock will be paid in cash,  unless the Issuer is  otherwise
prohibited from making such cash payments,  in which case dividends will be paid
in additional shares of Series B Preferred Stock. If and when the Issuer obtains
Shareholder  Approval and the Series B Preferred Stock is exchanged for Series A
Preferred  Stock,  the Series B Preferred  Stock  dividend  rate, as to the then
outstanding  shares of  Series B  Preferred  Stock so  converted  only,  will be
reduced,  retroactively  to the Closing Date,  from 12.0% per annum to 6.75% per
annum. Generally, upon a Change of Control on or before the fifth anniversary of
the  Closing  Date,  the  holders of Series B  Preferred  Stock  will  receive a
one-time dividend of additional shares of Series B Preferred Stock on each share
of Series B  Preferred  Stock.  In  addition,  the Series B  Preferred  Stock is
entitled to receive  certain  special  dividends  upon the occurrence of certain
events specified in the Certificate of Designations.

<PAGE>

                                                                Page 14 of Pages

     Issuer's  Optional  Redemption.  At any time after five years following the
Closing  Date,  the  Issuer  may,  upon 45 days  notice  to the  holders  of the
Preferred  Stock,  redeem all,  but not less than all,  of the then  outstanding
shares of  Preferred  Stock at a cash  redemption  price per share  equal to the
liquidation preference for each share of Preferred Stock (the "Issuer Redemption
Price"),  so long as the  average  trading  price of the  Common  Stock  for the
previous  20  trading  days  is in  excess  of  150%  of the  Conversion  Price.
Additionally,  upon the  occurrence  of a  "change  of  control"  of the  Issuer
(defined with respect to the indentures  governing the Issuers outstanding debt)
the Issuer may, upon ten days notice,  redeem all, but not less than all, of the
then  outstanding  shares of  Preferred  Stock at the Issuer  Redemption  Price;
provided, however, that notwithstanding the foregoing, the Issuer may not redeem
the Series B Preferred  Stock unless the "change of control" giving rise to such
right of redemption is also a Reorganization Event.

     Holder's  Optional  Redemption.  At any time after the tenth anniversary of
the Initial  Issuance  Date, a holder of Series A Preferred  Stock may,  upon 15
days  notice to the Issuer,  require the Issuer to redeem,  in whole or in part,
the holder's shares of Series A Preferred Stock for either cash or Common Stock,
at the option of the Issuer, at a redemption price per share equal to the Series
A Preferred Stock liquidation preference.

     Board  Representation.  So long as the Apollo  Funds  continue to hold more
than 50% of the Preferred Stock issued pursuant to the Investment Agreement, the
Apollo  Funds  shall  have the right to elect  three  directors  to the Board of
Directors of the Issuer. Specifically,  AIF IV shall have the right to elect one
member to the Board of Directors, AIF V shall have the right to elect one member
to the Board of Directors  and the Apollo  Funds,  collectively,  shall have the
right to elect one member to the Board of Directors. Additionally so long as the
Apollo  Funds  continue  to hold more  than 50% of the  Preferred  Stock  issued
pursuant to the Investment Agreement and subject to the provisions of applicable
law and  fiduciary  duties  of  members  of the Board of  Directors,  one of the
directors  elected to the Issuer's  Board of Directors by the Apollo Funds shall
be a member of each of the  committees of the Board of Directors,  including the
Nominating Committee. The Nominating Committee is established for the purpose of
providing  nominees for the two independent  director  positions on the Issuer's
Board of Directors.  The nominees  selected by the Nominating  Committee must be
selected by a unanimous vote of the members of the Nominating Committee,  and if
such unanimous approval is not received,  the member of the Nominating Committee
elected by the  Apollo  Funds  shall  have the right to  appoint  one of the two
nominees for independent director.

     Voting Rights. Subject to the occurrence of an event of default (as defined
in the Certificate of Designations),  the Apollo Funds shall not have any voting
rights with respect to Preferred Stock held by the Apollo Funds. Notwithstanding
the  foregoing,  upon the transfer by the Apollo Funds to any third party of any
shares  of the  Series  A  Preferred  Stock,  the  transferee  of such  Series A
Preferred Stock will be entitled to vote on all matters presented to the holders
of the Issuer's Common Stock on an as-converted  basis, voting together with the
shareholders  of the Issuer's  Common Stock and Class B Stock as a single class;
provided,  however,  that such voting  rights will not extend to the election of
directors or to any matter that is reserved (by law or the Issuer's  Certificate
of  Incorporation)  for  consideration  exclusively by the holders of the Common
Stock and/or the Class B Stock.  The Apollo Funds have agreed,  however,  not to
convert any

<PAGE>

                                                                Page 15 of Pages

shares of Series A Preferred Stock into Common Stock until April 2006, except in
connection with certain dispositions to third parties.

     The affirmative  consent of the Reporting  Persons is required prior to the
Issuer  taking  certain  actions as  described  in  Section 8 of the  Investment
Agreement, the terms of which are incorporated herein by reference.

     The foregoing  descriptions do not purport to be complete and are qualified
in their entirety by reference to the Investment  Agreement,  the Certificate of
Designations, the Registration Rights Agreement, and the Standstill Agreement, a
copy of each of which has been filed as an Exhibit to this  Schedule  13D and is
incorporated  herein by reference.  Certain  capitalized terms used herein shall
have the meaning ascribed in the applicable agreement referenced herein.

     The shares of Preferred  Stock  described  herein were acquired for general
investment purposes. Notwithstanding the foregoing, the Reporting Persons retain
the right to change their  investment  intent,  to propose one or more  possible
transactions to the Issuer's Board of Directors, to acquire additional shares of
Preferred  Stock  or  Common  Stock  from  time to time or to sell or  otherwise
dispose of all or part of the Preferred Stock beneficially owned by them (or any
shares of Common Stock into which such  Preferred  Stock are  converted)  in any
manner  permitted by law. In addition,  the Apollo Funds have the right to elect
three members to the Issuer's  Board of  Directors.  As directors of the Issuer,
the three members of the Issuer's Board of Directors elected by the Apollo Funds
may have  influence  over the  corporate  activities  of the  Issuer,  including
activities  which may relate to  transactions  described  in  subparagraphs  (a)
through (j) of Item 4 of Schedule 13D.


Item 5. Interest in Securities of the Issuer.

(a) and (b)

     The Reporting  Persons may be deemed to  collectively  beneficially  own an
aggregate of 92,000  shares of Series A Preferred  Stock.  Such 92,000 shares of
Series  A  Preferred  Stock  represents  39.8%  of the  Outstanding  Shares  (as
described  below),  subject  to the  restrictions  on  conversion  of  Series  A
Preferred  Stock as described in Section 4 herein.  For purposes of  calculating
ownership  percentages in this Schedule 13D, the number of "Outstanding  Shares"
includes (i)  19,427,098  shares of Common Stock  outstanding  on April 19, 2001
based on  information  provided to the Reporting  Persons by the Issuer and (ii)
the shares of Common Stock  issuable to the Apollo Funds upon  conversion of the
shares of Series A Preferred  Stock  currently held by the Apollo Fund or Apollo
Funds whose ownership is being measured.  The Reporting Persons may be deemed to
collectively  beneficially  own in the  aggregate  158,000  shares  of  Series B
Preferred  Stock.  The  shares of  Series B  Preferred  Stock are not  presently
exchangeable   into  Series  A  Preferred  Stock  and  therefore  not  presently
convertible into Common Stock. Therefore, the Common Stock ownership information
set forth in this Item 5 and in the cover  pages to this  Schedule  13D does not
include the shares of Common  Stock that would be  received by the Apollo  Funds
upon a future potential exchange of their respective shares of Series B

<PAGE>

                                                                Page 16 of Pages

Preferred  Stock into Series A Preferred Stock and the conversion of such shares
of Series A Preferred  Stock into shares of Common  Stock.  Assuming  receipt of
Shareholder  Approval and HSR Approval,  each share of Series B Preferred  Stock
would be automatically exchanged into one share of Series A Preferred Stock. The
number of shares of Common Stock into which  shares of Series A Preferred  Stock
(including the shares of Series A Preferred  Stock received upon exchange of the
shares of Series B Preferred Stock) are convertible may vary upon the occurrence
of certain  events as  described  in Item 4.  Beneficial  ownership  of all such
securities  was  acquired  as  described  in Item 3 and  Item 4.  See  also  the
information  contained  on the  cover  pages  to  this  Schedule  13D  which  is
incorporated by reference.  Each of the Reporting  Persons  expressly  disclaims
beneficial  ownership of those shares of  Preferred  Stock not directly  held by
them.  Furthermore,  the  filing  of this  Schedule  13D  shall not be deemed an
admission that any of the Reporting Persons is, for purposes of Section 13(d) of
the Act, the beneficial owner of the securities  (including the Common Stock) of
the Issuer described herein.

     (b) The Reporting  Persons may be deemed to have shared  dispositive  power
with respect to an aggregate of 12, 867,133 shares of Common Stock. As explained
in the  footnotes  to the cover pages to this  statement  on Schedule  13D,  the
Apollo Funds have agreed in the  Investment  Agreement not to convert any shares
of Series A  Preferred  Stock into Common  Stock  until  April  2006,  except in
connection with certain  dispositions to  unaffiliated  third parties.  As such,
notwithstanding  the  right  of the  Reporting  Persons  to elect  directors  as
described herein, the Reporting Persons have no ability to exercise voting power
with respect to the Common Stock following conversion during such period.

     (c) There have been no reportable  transactions  with respect to the Common
Stock of the Issuer within the last 60 days by the Reporting Persons.

     (d) Not applicable.

     (e) Not applicable.


Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
        Securities of the Issuer.

     The  responses  to Item 2,  Item 3, and Item 4 are  incorporated  herein by
reference.

     Pursuant to the Investment Agreement,  the Apollo Funds may not transfer to
any person (other than their respective affiliates which may include one or more
special or general  investment  funds under  management)  any shares of Series B
Preferred Stock until a date that is eighteen months after the Closing Date.

     The Issuer and the Apollo  Funds have entered  into a  registration  rights
agreement (the "Registration  Rights Agreement") which provides the Apollo Funds
with certain  rights to demand  registration  of the Preferred  Stock and Common
Stock held by the Apollo Funds (the  "Demand  Registration  Rights")  along with
certain rights to participate in any  registration of the shares  implemented by
the Issuer (the "Piggyback Registration Rights").

<PAGE>

                                                                Page 17 of Pages

     The  Reporting  Persons and the Issuer have  entered  into an  agreement to
restrict for a period of five years (the "Standstill Period") the ability of the
Apollo Funds (and certain  affiliates of the Reporting  Persons) to take certain
actions  with  regard to the Issuer and the  acquisition  of  securities  of the
Issuer (the "Standstill  Agreement"),  as set forth in the Standstill Agreement,
the terms of which are  incorporated  herein by  reference.  As set forth in the
Standstill  Agreement,  certain restrictions on the acquisition of securities of
the Issuer set forth therein shall continue  beyond the Standstill  Period.  The
Standstill  Agreement also contains  certain  limitations on dispositions by the
Apollo Funds of securities of the Issuer.  The  Standstill  Agreement  generally
terminates on the earlier of (i) the tenth anniversary of the Closing Date, (ii)
the  acquisition  by a third party of more than 20% of the "voting power" of the
Issuer unless such Person has entered into a Purchaser  Standstill  Agreement in
connection with such acquisition or (iii) the termination by the Issuer with the
approval of the Requisite Independent Directors.


     The  foregoing  response  to this Item 6 is  qualified  in its  entirety by
reference to the Investment  Agreement,  the  Certificate of  Designations,  the
Registration Rights Agreement,  and the Standstill  Agreement,  each of which is
filed as an  exhibit to this  Schedule  13D and is  incorporated  hereby by this
reference.


<PAGE>

                                                                Page 18 of Pages

Item 7. Material to be Filed as Exhibits.

The following documents are filed as exhibits to this Schedule 13D:

Exhibit No.
----------

1.   Joint  Filing  Agreement  dated  as of  April  27,  2001 by and  among  the
     Reporting Persons.

2.   Investment Agreement,  dated April 19, 2001, by and among AMC Entertainment
     Inc.,  Apollo  Investment Fund IV, L.P., Apollo Overseas Partners IV, L.P.,
     Apollo IV Management, L.P., Apollo Investment Fund V, L.P., Apollo Overseas
     Partners V, L.P., and Apollo V Management, L.P.

3.   Certificate of  Designations  of Series A Convertible  Preferred  Stock and
     Series B Exchangeable Preferred Stock of AMC Entertainment Inc.

4.   Registration  Rights  Agreement,  dated  April 19,  2001,  by and among AMC
     Entertainment  Inc.,  Apollo  Investment  Fund IV,  L.P.,  Apollo  Overseas
     Partners IV, L.P.,  Apollo  Investment Fund, L.P., Apollo Overseas Partners
     V, L.P.

5.   Standstill Agreement,  dated April 19, 2001, by and among AMC Entertainment
     Inc.,  Apollo  Investment Fund IV, L.P., Apollo Overseas Partners IV, L.P.,
     Apollo IV Management, L.P., Apollo Investment Fund V, L.P., Apollo Overseas
     Partners V, L.P., and Apollo V Management, L.P.


<PAGE>

                                                                Page 19 of Pages


Signature

     After reasonable inquiry and to the best of their knowledge and belief, the
undersigned  certify that the  information  set forth in this statement is true,
complete and correct.


April 27, 2001                   APOLLO INVESTMENT FUND IV, L.P.

                                 By:  APOLLO ADVISORS IV, L.P.
                                      its general partner

                                 By:  Apollo Capital Management IV, Inc.
                                      its general partner

                                 By:  /s/ Michael D. Weiner
                                      ------------------------------------------
                                      Name:    Michael D. Weiner
                                      Title:   Vice President


April 27, 2001                   APOLLO OVERSEAS PARTNERS IV, L.P.

                                 By:  APOLLO ADVISORS IV, L.P.
                                      its managing general partner

                                 By:  Apollo Capital Management IV, Inc.
                                      its general partner

                                 By:  /s/ Michael D. Weiner
                                      ------------------------------------------
                                      Name:    Michael D. Weiner
                                      Title:   Vice President


                                 APOLLO ADVISORS IV, L.P.
                                 its capacity as managing general partner
                                 to Apollo Investment Fund IV, L.P. and
                                 Apollo Overseas Partners IV, L.P.

                                 By:  Apollo Capital Management IV, Inc.
                                      its general partner

                                 By:  /s/ Michael D. Weiner
                                      ------------------------------------------
                                      Name:    Michael D. Weiner
                                      Title:   Vice President



<PAGE>

                                                                Page 20 of Pages

April 27, 2001                   APOLLO MANAGEMENT IV, L.P.
                                 in its capacity as investment manager to
                                 Apollo Investment Fund IV, L.P. and
                                 Apollo Overseas Partners IV, L.P.

                                 By:  AIF IV Management, Inc.

                                 By:  /s/ Michael D. Weiner
                                      ------------------------------------------
                                      Name:    Michael D. Weiner
                                      Title:   Vice President


April 27, 2001                   APOLLO INVESTMENT FUND V, L.P.

                                 By:  APOLLO ADVISORS V, L.P.
                                      its general partner

                                 By:  Apollo Capital Management V, Inc.
                                      its general partner

                                 By:  /s/ Michael D. Weiner
                                      ------------------------------------------
                                      Name:    Michael D. Weiner
                                      Title:   Vice President


April 27, 2001                   APOLLO OVERSEAS PARTNERS V, L.P.

                                 By:  APOLLO ADVISORS V, L.P.
                                      its managing general partner

                                 By:  Apollo Capital Management V, Inc.
                                      its general partner

                                 By:  /s/ Michael D. Weiner
                                      ------------------------------------------
                                      Name:    Michael D. Weiner
                                      Title:   Vice President


<PAGE>

                                                                Page 21 of Pages

                                 APOLLO ADVISORS V, L.P.
                                 in its capacity as managing general partner of
                                 Apollo Investment Fund V, L.P. and
                                 Apollo Overseas Partners V, L.P.

                                 By:  Apollo Capital Management V, Inc.
                                      its general partner

                                 By:  /s/ Michael D. Weiner
                                      ------------------------------------------
                                      Name:    Michael D. Weiner
                                      Title:   Vice President


April 27, 2001                   APOLLO MANAGEMENT V, L.P.
                                 in its capacity as investment manager to
                                 Apollo Investment Fund V, L.P.
                                 and Apollo Overseas Partners V, L.P.

                                 By:  AIF V Management, Inc.

                                 By:  /s/ Michael D. Weiner
                                      ------------------------------------------
                                      Name:    Michael D. Weiner
                                      Title:   Vice President



<PAGE>


                                                                Page 22 of Pages

                                   Schedule 1


     The following sets forth  information with respect to the general partners,
executive  officers,  directors  and  principal  shareholders  of the  Reporting
Persons  that is not set forth in the  Schedule  13D to which  this  Schedule  1
relates. Except as otherwise indicated in this Schedule 1 or in the Schedule 13D
to which this Schedule 1 relates,  the principal business address of each person
set forth below is c/o Apollo Advisors IV, L.P. and c/o Apollo Advisors V, L.P.,
Two Manhattanville Road, Purchase, New York 10577.

     The directors and principal executive officers of Capital Management IV and
Capital Management V are Messrs. Leon D. Black and John J. Hannan. The principal
occupation of each of Messrs. Black and Hannan is to act as an executive officer
and  director  of Capital  Management  IV,  Capital  Management  V and the other
entities identified below. Messrs. Black and Hannan are also limited partners of
Advisors IV and  Advisors V. Mr.  Black is the  President  and a director of AIF
Management  IV and AIF  Management  V.  Mr.  Hannan  is a Vice  President  and a
director of AIF Management IV and AIF Management V. Messrs. Black and Hannan are
both United States citizens.


<PAGE>

                                                                Page 23 of Pages

                                                                       Exhibit 1

                             JOINT FILING AGREEMENT

     In accordance with Rule 13d-1(k)  promulgated under the Securities Exchange
Act of 1934, as amended,  the undersigned  hereby agree to the joint filing with
all  other  Reporting  persons  listed  below  on  behalf  of  each of them of a
Statement on Schedule 13D (including any amendments thereto) with respect to the
common  stock,  par value  $0.662/3  per share,  of AMC  Entertainment  Inc.,  a
Delaware corporation. The undersigned further consent and agree to the inclusion
of this  Agreement as an Exhibit to such  Schedule  13D.  This  Agreement may be
executed  in any  number of  counterparts,  all of which  taken  together  shall
constitute one and the same instrument.

     IN WITNESS WHEREOF,  the undersigned have executed this agreement as of the
27th day of April, 2001.


April 27, 2001                   APOLLO INVESTMENT FUND IV, L.P.

                                 By:  APOLLO ADVISORS IV, L.P.
                                      its general partner

                                 By:  Apollo Capital Management IV, Inc.
                                      its general partner

                                 By:  /s/ Michael D. Weiner
                                      ------------------------------------------
                                      Name:    Michael D. Weiner
                                      Title:   Vice President

April 27, 2001                   APOLLO OVERSEAS PARTNERS IV, L.P.

                                 By:  APOLLO ADVISORS IV, L.P.
                                      its managing general partner

                                 By:  Apollo Capital Management IV, Inc.
                                      its general partner

                                 By:  /s/ Michael D. Weiner
                                      -----------------------------------------
                                      Name:    Michael D. Weiner
                                      Title:   Vice President


<PAGE>

                                                                Page 24 of Pages

                                 APOLLO ADVISORS IV, L.P.
                                 its capacity as managing general partner
                                 to Apollo Investment Fund IV, L.P. and
                                 Apollo Overseas Partners IV, L.P.

                                 By:  Apollo Capital Management IV, Inc.
                                      its general partner

                                 By:  /s/ Michael D. Weiner
                                      ------------------------------------------
                                      Name:    Michael D. Weiner
                                      Title:   Vice President


April 27, 2001                   APOLLO MANAGEMENT IV, L.P.
                                 in its capacity as investment manager to
                                 Apollo Investment Fund IV, L.P. and
                                 Apollo Overseas Partners IV, L.P.

                                 By:  AIF IV Management, Inc.

                                 By:  /s/ Michael D. Weiner
                                      ------------------------------------------
                                      Name:    Michael D. Weiner
                                      Title:   Vice President


April 27, 2001                   APOLLO INVESTMENT FUND V, L.P.

                                 By:  APOLLO ADVISORS V, L.P.
                                      its general partner

                                 By:  Apollo Capital Management V, Inc.
                                      its general partner

                                 By:  /s/ Michael D. Weiner
                                      -----------------------------------------
                                      Name:    Michael D. Weiner
                                      Title:   Vice President



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                                                                Page 25 of Pages

April 27, 2001                   APOLLO OVERSEAS PARTNERS V, L.P.

                                 By:  APOLLO ADVISORS V, L.P.
                                      its managing general partner

                                 By:  Apollo Capital Management V, Inc.
                                      its general partner

                                 By:  /s/ Michael D. Weiner
                                      ------------------------------------------
                                      Name:    Michael D. Weiner
                                      Title:   Vice President


                                 APOLLO ADVISORS V, L.P.
                                 in its capacity as managing general partner of
                                 Apollo Investment Fund V, L.P. and
                                 Apollo Overseas Partners V, L.P.

                                 By:  Apollo Capital Management V, Inc.
                                      its general partner

                                 By:  /s/ Michael D. Weiner
                                      ------------------------------------------
                                      Name:    Michael D. Weiner
                                      Title:   Vice President


April 27, 2001                   APOLLO MANAGEMENT V, L.P.
                                 in its capacity as investment manager to
                                 Apollo Investment Fund V, L.P. and
                                 Apollo Overseas Partners V, L.P.

                                 By:  AIF V Management, Inc.

                                 By:  /s/ Michael D. Weiner
                                      ------------------------------------------
                                      Name:    Michael D. Weiner
                                      Title:   Vice President


