
                       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. 1)*


                             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)


                                  July 3, 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 38 Pages
                             Exhibit Index: Page 14

<PAGE>

                                  SCHEDULE 13D

CUSIP No. 001669 10 0                                         Page 2 of 38 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
--------------------------------------------------------------------------------



Number of Shares    7.     Sole Voting Power              0 (See footnote below)
Bene-ficially       ------------------------------------------------------------
Owned by Each       8.     Shared Voting Power            0 (See footnote below)
Reporting Person    ------------------------------------------------------------
With                9.     Sole Dispositive Power         (See Item 5 below)
                    ------------------------------------------------------------
                    10.    Shared Dispositive Power       12,095,105 (See Item 5
                                                          below)
--------------------------------------------------------------------------------
                    11.    Aggregate Amount Beneficially Owned by Each Reporting
                           Person


                           12,095,105  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      38.4% (See Item 5
                           by Amount in Row (11)               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>


                                 SCHEDULE 13D

CUSIP No. 001669 10 0                                         Page 3 of 38 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
--------------------------------------------------------------------------------



Number of Shares    7.     Sole Voting Power              0 (See footnote below)
Bene-ficially       ------------------------------------------------------------
Owned by Each       8.     Shared Voting Power            0 (See footnote below)
Reporting Person    ------------------------------------------------------------
With                9.     Sole Dispositive Power         (See Item 5 below)
                    ------------------------------------------------------------
                    10.    Shared Dispositive Power       12,095,105 (See Item 5
                                                          below)
--------------------------------------------------------------------------------
                    11.    Aggregate Amount Beneficially Owned by Each Reporting
                           Person


                           12,095,105  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      38.4% (See Item 5
                           by Amount in Row (11)               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>

                                 SCHEDULE 13D

CUSIP No. 001669 10 0                                         Page 4 of 38 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
--------------------------------------------------------------------------------



Number of Shares    7.     Sole Voting Power              0
Bene-ficially       ------------------------------------------------------------
Owned by Each       8.     Shared Voting Power            0 (See footnote below)
Reporting Person    ------------------------------------------------------------
With                9.     Sole Dispositive Power         (See Item 5 below)
                    ------------------------------------------------------------
                    10.    Shared Dispositive Power       12,095,105 (See Item 5
                                                          below)
--------------------------------------------------------------------------------
                    11.    Aggregate Amount Beneficially Owned by Each Reporting
                           Person


                           12,095,105  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      38.4% (See Item 5
                           by Amount in Row (11)               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 THE INSTRUCTIONS BEFORE FILLING OUT!

<PAGE>


                                 SCHEDULE 13D

CUSIP No. 001669 10 0                                         Page 5 of 38 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
--------------------------------------------------------------------------------



Number of Shares    7.     Sole Voting Power              0
Bene-ficially       ------------------------------------------------------------
Owned by Each       8.     Shared Voting Power            0 (See footnote below)
Reporting Person    ------------------------------------------------------------
With                9.     Sole Dispositive Power         (See Item 5 below)
                    ------------------------------------------------------------
                    10.    Shared Dispositive Power       12,095,105 (See Item 5
                                                          below)
--------------------------------------------------------------------------------
                    11.    Aggregate Amount Beneficially Owned by Each Reporting
                           Person


                           12,095,105  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      38.4% (See Item 5
                           by Amount in Row (11)               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.

                     *SEE INSTRUCTIONS BEFORE FILLING OUT!


<PAGE>


                                SCHEDULE 13D

CUSIP No. 001669 10 0                                         Page 6 of 38 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
--------------------------------------------------------------------------------



Number of Shares    7.     Sole Voting Power              0 (See footnote below)
Bene-ficially       ------------------------------------------------------------
Owned by Each       8.     Shared Voting Power            0 (See footnote below)
Reporting Person    ------------------------------------------------------------
With                9.     Sole Dispositive Power         (See Item 5 below)
                    ------------------------------------------------------------
                    10.    Shared Dispositive Power       12,095,105 (See Item 5
                                                          below)
--------------------------------------------------------------------------------
                    11.    Aggregate Amount Beneficially Owned by Each Reporting
                           Person


                           12,095,105  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      38.4% (See Item 5
                           by Amount in Row (11)               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>



                                SCHEDULE 13D

CUSIP No. 001669 10 0                                         Page 7 of 38 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                 Delaware
--------------------------------------------------------------------------------



Number of Shares    7.     Sole Voting Power              0 (See footnote below)
Bene-ficially       ------------------------------------------------------------
Owned by Each       8.     Shared Voting Power            0 (See footnote below)
Reporting Person    ------------------------------------------------------------
With                9.     Sole Dispositive Power         (See Item 5 below)
                    ------------------------------------------------------------
                    10.    Shared Dispositive Power       12,095,105 (See Item 5
                                                          below)
--------------------------------------------------------------------------------
                    11.    Aggregate Amount Beneficially Owned by Each Reporting
                           Person


                           12,095,105  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      38.4% (See Item 5
                           by Amount in Row (11)               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>



                                SCHEDULE 13D

CUSIP No. 001669 10 0                                         Page 8 of 38 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
--------------------------------------------------------------------------------



Number of Shares    7.     Sole Voting Power              0
Bene-ficially       ------------------------------------------------------------
Owned by Each       8.     Shared Voting Power            0 (See footnote below)
Reporting Person    ------------------------------------------------------------
With                9.     Sole Dispositive Power         (See Item 5 below)
                    ------------------------------------------------------------
                    10.    Shared Dispositive Power       12,095,105 (See Item 5
                                                          below)
--------------------------------------------------------------------------------
                    11.    Aggregate Amount Beneficially Owned by Each Reporting
                           Person


                           12,095,105  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      38.4% (See Item 5
                           by Amount in Row (11)               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>



                                SCHEDULE 13D

CUSIP No. 001669 10 0                                         Page 9 of 38 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
--------------------------------------------------------------------------------



Number of Shares    7.     Sole Voting Power              0
Bene-ficially       ------------------------------------------------------------
Owned by Each       8.     Shared Voting Power            0 (See footnote below)
Reporting Person    ------------------------------------------------------------
With                9.     Sole Dispositive Power         (See Item 5 below)
                    ------------------------------------------------------------
                    10.    Shared Dispositive Power       12,095,105 (See Item 5
                                                          below)
--------------------------------------------------------------------------------
                    11.    Aggregate Amount Beneficially Owned by Each Reporting
                           Person


                           12,095,105  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      38.4% (See Item 5
                           by Amount in Row (11)               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>




                                SCHEDULE 13D

CUSIP No. 001669 10 0                                        Page 10 of 38 Pages

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

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


                  AP Entertainment, LLC
--------------------------------------------------------------------------------

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



Number of Shares    7.     Sole Voting Power              0
Bene-ficially       ------------------------------------------------------------
Owned by Each       8.     Shared Voting Power            0 (See footnote below)
Reporting Person    ------------------------------------------------------------
With                9.     Sole Dispositive Power         (See Item 5 below)
                    ------------------------------------------------------------
                    10.    Shared Dispositive Power       12,095,105 (See Item 5
                                                          below)
--------------------------------------------------------------------------------
                    11.    Aggregate Amount Beneficially Owned by Each Reporting
                           Person


                           12,095,105  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      38.4% (See Item 5
                           by Amount in Row (11)               below)
--------------------------------------------------------------------------------

                    14.    Type of Reporting Person            OO
--------------------------------------------------------------------------------

(*) 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>

                                                            Page 11 of 38  Pages



         The Amendment No. 1 amends and  supplements  the following Items of the
Statement on Schedule 13D (the  "Schedule  13D") of Apollo  Investment  Fund IV,
L.P. ("AIF IV"); Apollo Overseas Partners IV, L.P. ("AOP IV"); Apollo Investment
Fund V, L.P.("AIF V");  Apollo  Overseas  Partners V, L.P. ("AOP V" and together
with AIV IV, AOP IV and AIF V, the "Apollo  Funds");  Apollo  Advisors IV, L.P.;
Apollo  Management IV, L.P.;  Apollo Advisors V, L.P.; and Apollo  Management V,
L.P. (collectively,  the "Initial Reporting Persons"), originally filed on April
27, 2001 with the Securities and Exchange  Commission with respect to the common
stock, par value $0.662/3 per share (the "Common Stock"),  of AMC  Entertainment
Inc., a Delaware  corporation  (the "Issuer").  Responses to each item below are
incorporated by reference into each other item as applicable.  Unless  otherwise
indicated,  all capitalized  terms used but not defined herein have the meanings
set forth in the Schedule 13D.



Item 2.  Identity and Background.

                  Item 2 is  hereby  amended  and  supplemented  by  adding  the
following text at the end thereof as follows:

                  AP  Entertainment,  LLC, a Delaware limited  liability company
("AP LLC") is added as a Reporting  Person for purposes of this amended Schedule
13D (and together with the Initial Reporting Persons, the "Reporting  Persons").
AP LLC is a  co-investment  vehicle  formed for the  purpose of  purchasing  and
holding  securities  of the  Issuer.  Management  V is the  manager  of AP  LLC,
managing AP LLC's day to day operations,  and has exclusive investment,  voting,
and  dispositive  power with respect to the shares of the Issuer held by AP LLC.
The initial  members of AP LLC consist of private  securities  investment  funds
managed  by Ares  Management,  L.P.,  an  affiliated  investment  manager of the
Initial  Reporting  Persons.  The address of AP LLC is c/o Apollo  Management V,
L.P., Two Manhattanville  Road,  Purchase,  New York 10577. During the last five
years, AP LLC has not been convicted in a criminal proceeding (excluding traffic
violations  or  similar  misdemeanors)  nor has AP LLC  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.


<PAGE>
                                                             Page 12 of 38 Pages



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

                  Item 3 is  hereby  amended  and  supplemented  by  adding  the
following text to the end thereto as follows:

                  The response to Item 5(c) is incorporated herein by reference.



Item 5.  Interest in Securities of the Issuer.

                  Item 5 is amended and supplemented as follows:

(a) and (b)

         After giving effect to the  transactions  reported in Item 5(c) hereof,
the  Reporting  Persons  may  be  deemed  to  collectively  beneficially  own an
aggregate  of 86,480  shares of Series A Preferred  Stock and 148,520  shares of
Series B  Preferred  Stock.  As  previously  reported,  the  shares  of Series A
Preferred Stock held by the Reporting  Persons may be converted,  in whole or in
part,  into Common  Stock at a conversion  price of $7.15 per share,  subject to
certain adjustments, with each share of Series A Preferred Stock being valued at
the then current Series A Preferred Stock liquidation  preference amount.  Based
on the  foregoing,  the  Reporting  Persons  may be deemed to  collectively  own
12,095,105  shares of Common Stock  assuming the conversion of the 86,480 shares
of Series A  Preferred  Stock held by the  Reporting  Persons.  Such  12,095,105
shares of Common Stock represents 38.4% of the Outstanding  Shares (as described
below),  subject to certain  restrictions  on  conversion  of Series A Preferred
Stock. 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  (including  AP LLC) upon  conversion of the shares of Series A
Preferred  Stock  currently held by such persons.  The Reporting  Persons may be
deemed to  collectively  beneficially  own in the  aggregate  148,520  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
give effect to shares of Common Stock that would be received by the Apollo Funds
(including AP LLC) upon a future potential  exchange of their respective  shares
of Series B Preferred Stock into Series A Preferred Stock and upon conversion of
such  shares of Series A  Preferred  Stock  into  shares of Common  Stock.  Upon
receipt of  Shareholder  Approval,  shares of Series B Preferred  Stock would be
automatically  exchanged into shares 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.

         The Reporting  Persons may be deemed to have shared  dispositive  power
with respect to an aggregate of 12,095,105  shares of Common Stock. As explained
in the footnote to the cover pages to this statement on Schedule 13D, the Apollo
Funds (including AP LLC) have agreed in the Investment  Agreement not to convert
any shares of Series A  Preferred  Stock into  Common  Stock  until  April 2006,

<PAGE>
                                                             Page 13 of 38 Pages


except in connection with certain dispositions to unaffiliated third parties. As
such,  notwithstanding  the right of certain of the  Reporting  Persons to elect
directors as  described in this  Schedule  13D,  the  Reporting  Persons have no
ability to exercise  voting  power with  respect to the Common  Stock  following
conversion during such period.

(c)      On June 29, 2001,  the Apollo Funds  transferred to AP LLC in a private
transaction  an  aggregate  of 3,680  shares of Series A Preferred  Stock and an
aggregate of 6,320 shares of Series B Preferred  Stock, all at a price of $1,000
per share,  for an aggregate  purchase price of $10,000,000.  The purchase by AP
LLC was financed with cash on hand from  contributions of members of AP LLC. All
such  contributions are in the ordinary course and pursuant to (equity) investor
commitments  initially to members of AP LLC and  secondarily to AP LLC. See also
Item 2 above.

         On July 3, 2001, the Apollo Funds also sold in a private transaction to
unaffiliated  third  parties an  aggregate of 5,520 shares of Series A Preferred
Stock and an  aggregate of 9,480  shares of Series B Preferred  Stock,  all at a
price of $1,000 per share, for an aggregate  purchase price of $15,000,000.  The
form of the Securities  Purchase  Agreement is attached hereto as Exhibit 7 (the
"Securities Purchase Agreement").


(d)      Not applicable.

(e)      Not applicable.



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

                  Item 6 is amended  and  supplemented  by adding the  following
text at the end thereof as follows:

                  Pursuant to the  Securities  Purchase  Agreement  described in
Item 5(c) above,  the Apollo Funds assigned to the Purchasers (as defined in the
Securities Purchase Agreement) various  participation rights with respect to the
Apollo Funds' rights under the Registration  Rights Agreement as well as certain
tag-along  rights with  respect to certain  sales by the Apollo  Funds and their
affiliates  and  participation  rights with respect to certain  purchases by the
Apollo Funds and their  affiliates.  In addition,  the Purchasers are subject to
certain  restrictions  on the  conversion  of  Series A  Preferred  Stock and on
transfers of Series B Preferred Stock applicable to the Reporting  Persons under
the  Investment  Agreement.  The  Purchasers  also agreed to certain  additional
restrictions on transfers of their respective  Conversion  Shares (as defined in
the Securities Purchase Agreement) under the Securities Purchase Agreement,  the
terms of which are incorporated herein by reference.

                  The foregoing description of the Securities Purchase Agreement
does not purport to be complete and is qualified in its entirety by reference to
the form of the Securities  Purchase  Agreement  which is filed as an exhibit to
this Schedule 13D and is incorporated herein by reference.



<PAGE>
                                                             Page 14 of 38 Pages


Item 7.  Material to be Filed as Exhibits.

         Item 7 is  hereby  amended  and  supplemented  by  adding  thereto  the
following:

         Exhibit No.
         ----------
         6.            Joint  Filing  Agreement  dated as of July 3, 2001 by and
                       among the Reporting Persons.

         7.            Form of Securities Purchase Agreement 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.  and  the
                       Purchasers named therein.




<PAGE>
                                                             Page 15 of 38 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.


July 3, 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


July 3, 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


July 3, 2001                         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 16 of 38 Pages




July 3, 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.
                                              its general partner

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


July 3, 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


July 3, 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 17 of 38 Pages




July 3, 2001                         AP ENTERTAINMENT, LLC

                                     By:      Apollo Management V, L.P.
                                              its manager

                                     By:      AIF V Management, Inc.
                                              its general partner

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



July 3, 2001                         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


July 3, 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.
                                             its general partner

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









