<SUBMISSION>
<ACCESSION-NUMBER>0000921530-01-500080
<TYPE>SC 13D/A
<PUBLIC-DOCUMENT-COUNT>3
<FILING-DATE>20010703
<GROUP-MEMBERS>AP ENTERTAINMENT, LLC
<GROUP-MEMBERS>APOLLO ADVISORS IV, L.P.
<GROUP-MEMBERS>APOLLO ADVISORS V, L.P.
<GROUP-MEMBERS>APOLLO INVESTMENT FUND IV LP
<GROUP-MEMBERS>APOLLO INVESTMENT FUND V, L.P.
<GROUP-MEMBERS>APOLLO MANAGEMENT IV, L.P.
<GROUP-MEMBERS>APOLLO MANAGEMENT V, L.P.
<GROUP-MEMBERS>APOLLO OVERSEAS PARTNERS IV, L
<GROUP-MEMBERS>APOLLO OVERSEAS PARTNERS V, L.
<SUBJECT-COMPANY>
<COMPANY-DATA>
<CONFORMED-NAME>AMC ENTERTAINMENT INC
<CIK>0000722077
<ASSIGNED-SIC>7830
<IRS-NUMBER>431304369
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>0401
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC 13D/A
<ACT>34
<FILE-NUMBER>005-34911
<FILM-NUMBER>1674768
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>106 WEST 14TH STREET
<STREET2>PO BOX 219615
<CITY>KANSAS CITY
<STATE>MO
<ZIP>64121-9615
<PHONE>8162214000
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>106 WEST 14TH STREET
<STREET2>PO BOX 219615
<CITY>KANSAS CITY
<STATE>MO
<ZIP>64121-9615
</MAIL-ADDRESS>
</SUBJECT-COMPANY>
<FILED-BY>
<COMPANY-DATA>
<CONFORMED-NAME>APOLLO INVESTMENT FUND IV LP
<CIK>0001068331
<ASSIGNED-SIC>
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC 13D/A
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>TWO MANHATTANVILLE ROAD
<CITY>PURCHOSE
<STATE>NY
<ZIP>10577
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>TWO MANHATTANVILLE ROAD
<CITY>PURCHASE
<STATE>NY
<ZIP>10577
</MAIL-ADDRESS>
</FILED-BY>
<DOCUMENT>
<TYPE>SC 13D/A
<SEQUENCE>1
<FILENAME>amcentertainment_13d-a1.txt
<TEXT>

                       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









</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>amcentertain_jtfilingagmt.txt
<DESCRIPTION>JOINT FILING AGREEMENT
<TEXT>

                                                             Page 18 of 38 Pages

                                                                       Exhibit 6
                                                                       ---------

                             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 Amendment No. 1 to the initial statement on Schedule 13D ("Amendment No. 1 to
Schedule 13D")  (including any further  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  Amendment  No. 1 to 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 3rd day of July, 2001.


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



<PAGE>
                                                             Page 19 of 38 Pages







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


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



<PAGE>
                                                             Page 20 of 38 Pages






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

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


<PAGE>
                                                             Page 21 of 38 Pages





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

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>amcentertainment_spa.txt
<DESCRIPTION>SECURITIES PURCHASE AGREEMENT
<TEXT>

                                                             Page 22 of 38 Pages

                                                                      Exhibit 7
                                                                      ---------



                          SECURITIES PURCHASE AGREEMENT


                  This SECURITIES  PURCHASE AGREEMENT (this "Agreement") is made
and  entered  into as of the ____ day of  __________,  2001 by and among  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 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") (each of AIF IV, AOP IV, AIF V and AOP V being  sometimes  referred to
herein  individually as a "Seller" and  collectively  as the "Sellers"),  APOLLO
MANAGEMENT  IV,  L.P.,  a  Delaware  limited  partnership,  in its  capacity  as
investment  manager  to AIF  IV and  AOP IV  ("Apollo  IV  Management"),  APOLLO
MANAGEMENT  V,  L.P.,  a  Delaware  limited  partnership,  in  its  capacity  as
investment  manager to AIF V and AOP V ("Apollo V Management"  and  collectively
with Apollo IV Management and their  affiliates,  "Apollo"),  AMC  ENTERTAINMENT
INC., a Delaware corporation (the "Company"), and [________] (the "Purchasers").
Capitalized  terms used herein and not otherwise  defined  herein shall have the
meanings ascribed to such terms in the Purchase  Agreement (as defined below) in
the form previously filed by the Company with the SEC.

                               W I T N E S S E T H
                               - - - - - - - - - -

                  WHEREAS,  the Sellers  previously  acquired shares of Series A
Convertible  Preferred  Stock of the Company,  par value $0.662/3 per share (the
"Series A  Preferred  Stock"),  and  shares of Series B  Exchangeable  Preferred
Stock,  par value  $0.662/3  per share  (the  "Series B  Preferred  Stock,"  and
together with the Series A Preferred Stock, the "Preferred Stock"),  pursuant to
that certain  Investment  Agreement  dated as of April 19, 2001 by and among the
Company,  the  Sellers,  Apollo  Management  IV  and  Apollo  Management  V (the
"Purchase Agreement");

                  WHEREAS,   concurrently  with  the  closing  of  the  Purchase
Agreement,  the Sellers  also  entered  into that  certain  Registration  Rights
Agreement  dated as of April 19,  2001 by and among the  Company and the Sellers
(the "Registration Rights Agreement");

                  WHEREAS,  the Sellers desire to sell to the Purchasers certain
of their respective  shares of Preferred Stock acquired pursuant to the Purchase
Agreement and the Purchasers  desire to purchase such shares of Preferred  Stock
on the terms and conditions set forth in this Agreement; and

                  WHEREAS,  the Company  desires to consent to the  purchase and
sale of the shares of  Preferred  Stock  between the Sellers and the  Purchasers
provided for hereunder  and to the other  transactions  contemplated  under this
Agreement;

                  NOW,  THEREFORE,  in  consideration  of the  premises  and the
mutual representations,  warranties and covenants herein contained,  the parties
hereto hereby agree as follows:


<PAGE>

                                                             Page 23 of 38 Pages

        1.      Sale and Purchase of the Preferred  Stock.  Subject to the terms
                -----------------------------------------
and conditions of this Agreement,  each of the Sellers  severally agrees to sell
and  deliver to each of the  Purchasers,  and each of the  Purchasers  severally
agrees to purchase  from each of the Sellers,  the number of shares of Preferred
Stock  described on Schedule 1 attached  hereto with respect to such  respective
Seller and Purchaser, consisting in the aggregate of (i) [_____]shares of Series
A  Preferred  Stock at a purchase  price of $1,000 per share,  for an  aggregate
purchase  price of  $[_________],  and (ii) [_____] shares of Series B Preferred
Stock at a purchase price of $1,000 per share,  for an aggregate  purchase price
of  $[_________],  representing an aggregate  purchase price of $[________] (the
"Purchase  Price") for all of the shares of Preferred Stock to be sold hereunder
by the Sellers to the Purchasers.

        2.      Payment and Delivery.
                --------------------

                (a)     The  closing  of the  sale  to,  and  purchase  by,  the
Purchasers of the shares of Preferred Stock referred to in Section 1 hereof (the
"Closing")  shall occur at the  offices of Akin,  Gump,  Strauss,  Hauer & Feld,
L.L.P., 1333 New Hampshire Ave. NW, Washington, DC 20036, at 10:00 a.m., on July
3, 2001 or such other  location,  date and time as agreed upon by the Purchasers
and the Sellers (the "Closing Date").

                (b)     At the Closing,  each Purchaser is paying to each Seller
the portion of the  Purchase  Price set forth on Schedule 1 with respect to such
respective  Seller and Purchaser in U.S. dollars in immediately  available funds
by wire or other  transfer  to an account  designated  by the  Sellers  and each
Seller is delivering to each Purchaser a certificate or certificates  evidencing
the  number  of  shares  of  Preferred  Stock to be sold by such  Seller to such
Purchaser  in the amount set forth on  Schedule 1, duly  endorsed  in blank,  or
accompanied  by a stock power or stock powers duly executed in blank,  in proper
form for transfer.  The Company  shall,  and shall cause its transfer  agent to,
take all such actions and execute,  issue and deliver to the Purchasers such new
stock  certificates  as may be necessary to give effect to the purchase and sale
of  the  shares  of  Preferred  Stock  by  the  Sellers  to  the  Purchasers  as
contemplated hereunder.

        3.      Conditions of Parties' Obligations.
                ----------------------------------

                (a)     Conditions   of   the   Purchasers'   Obligations.   The
                        -------------------------------------------------
obligations  of each  Purchaser  under  Section  1  hereof  are  subject  to the
fulfillment prior to or on the Closing Date of all of the following  conditions,
any of which may be waived in whole or in part by the Purchasers.

                        (i)     Representations  and  Warranties  Correct.   The
                                -----------------------------------------
representations  and  warranties  of the Sellers under this  Agreement  shall be
true, complete and correct in all material respects on and as of the date hereof
and on the Closing  Date with the same force and effect as if they had been made
on the Closing Date.

                        (ii)    Compliance  with  Agreement.  The Sellers  shall
                                ---------------------------
have performed and complied with all agreements and conditions  required by this
Agreement  to be  performed  or  complied  with by them on or before the Closing
Date.

                                       2
<PAGE>

                                                             Page 24 of 38 Pages

                (b)     Conditions   of  Sellers'   Obligations.   The  Sellers'
                        ---------------------------------------
obligations under Section 1 hereof are subject to the fulfillment prior to or on
the  Closing  Date of the  following  conditions,  any of which may be waived in
whole or in part by the Sellers.

                        (i)     Representations  and  Warranties  Correct.   The
                                -----------------------------------------
representations  and warranties of the Purchasers  under this Agreement shall be
true,  correct and  complete,  in all material  respects,  on and as of the date
hereof  and on the  Closing  Date with the same  force and effect as if they had
been made on the Closing Date.

                       (ii)     Compliance with Agreement.  The Purchasers shall
                                -------------------------
have performed and complied with all agreements and conditions  required by this
Agreement  to be  performed  or  complied  with by them on or before the Closing
Date.

                       (iii)    Payment of Purchase  Price.  The  Sellers  shall
have received from the  Purchasers the Purchase Price as set forth on Schedule 1
hereto.                                                               ----------

        4.      Certain  Restrictions on Conversion and Transfer;  Assignment of
                ----------------------------------------------------------------
                Certain Rights.
                --------------

                (a)     Restrictions on Conversion of Series A Preferred  Stock.
                        -------------------------------------------------------
During the period commencing on the date hereof and ending on April 19, 2006 (or
such  earlier  date as of which the Sellers are  permanently  released  from the
conversion restrictions set forth in Section 9.5 of the Purchase Agreement) (the
"Conversion  Restriction  Period"),  the Purchasers shall not, without the prior
written  consent of the Company,  convert any shares of Series A Preferred Stock
into  shares  of  the  Company's  Common  Stock,  except  in  connection  with a
Disposition  effected  pursuant to this Section  4(a). If at any time during the
Conversion  Restriction Period, any Purchaser desires to effect a Disposition of
any shares of Series A Preferred  Stock to any Person other than an Affiliate of
such  Purchaser,  such  Purchaser  may,  as part of such  Disposition,  elect to
convert such shares of Series A Preferred Stock into Common Stock,  prior to the
transfer to such  purchasing  Person.  In order to convert  shares of  Preferred
Stock to effect any such Disposition, the selling Purchaser shall deliver to the
Company, on or before the proposed settlement date of such Disposition,  written
notice  of its  intention  to  convert  Series  A  Preferred  Stock as part of a
Disposition (a "Disposition Notice"). The Disposition Notice shall set forth the
number of shares of Series A Preferred Stock that shall be converted into Common
Stock,  the sale price for such shares and the  purchasing  Person in whose name
the Common Stock shall be registered. Upon surrender by the selling Purchaser of
certificates  representing the shares of Series A Preferred Stock that are being
converted as part of such Disposition, the Company shall issue to the purchasing
Person  certificates  representing  the  appropriate  number of shares of Common
Stock.

                (b)     Restrictions  on Transfer  of Series B Preferred  Stock.
                        -------------------------------------------------------
The  Purchasers  shall not transfer to any Person  (other than their  respective
Affiliates)  any shares of Series B Preferred  Stock until  October 19, 2002 (or
such  earlier  date as of which the Sellers are  permanently  released  from the
transfer  restrictions  set forth in  Section  9.6 of the  Purchase  Agreement),
without the prior written consent of the Company.

                (c)     Assignment   of  Certain   Rights   Under  the  Purchase
                        --------------------------------------------------------
                        Agreement.
                        ---------
Each Seller hereby  assigns to the  respective  Purchasers  that are  purchasing

                                       3
<PAGE>

                                                             Page 25 of 38 Pages

shares of Preferred  Stock from such Seller all of such Seller's rights that are
applicable to such shares of Preferred Stock with respect to  indemnification by
the Company under Section 12.4 of the Purchase  Agreement and any other remedies
of such Seller under the Purchase  Agreement or otherwise that are applicable to
such  shares  of  Preferred  Stock  with  respect  to a  breach  of  any  of the
representations,  warranties  or covenants  made by the Company  pursuant to the
Purchase  Agreement  (subject to the  provisions of Section 12.5 of the Purchase
Agreement).

                (d)     Registration   Rights  Agreement.   Each  Seller  hereby
                        --------------------------------
assigns,  subject to the  conditions  set forth  herein,  to each  Purchaser its
respective rights and obligations  under the Registration  Rights Agreement with
respect  to the  shares  of  Preferred  Stock  it is  selling  pursuant  to this
Agreement,  and the parties hereto agree that each Purchaser  shall be deemed to
have been added as a party to the  Registration  Rights  Agreement  as if it had
been an original signatory  thereto.  As such, each Purchaser shall be deemed to
be an "Investor"  under the  Registration  Rights  Agreement with respect to the
shares of  Preferred  Stock it is  acquiring  from the  Sellers  hereunder  (the
"Transfer  Shares"),  and each  Purchaser  hereby  agrees,  effective  as of the
Closing, to assume all the rights,  liabilities and obligations of Sellers under
the Registration Rights Agreement with respect to the Transfer Shares and agrees
to be  subject  to the  terms  thereof  with  respect  to the  Transfer  Shares.
Notwithstanding the foregoing,  no Purchaser shall be deemed to be an "Investor"
with respect to Section 13(i) of the Registration Rights Agreement.  The parties
hereto acknowledge and agree that the Transfer Shares (and the underlying shares
of Common Stock issuable upon conversion of the Transfer Shares) shall be deemed
to be  "Registrable  Shares"  within  the  meaning  of the  Registration  Rights
Agreement.

                        (i)     In the  event  that  the  Sellers  and/or  their
Affiliates   exercise  their  demand   registration   rights   pursuant  to  the
Registration  Rights Agreement,  the Purchasers shall be entitled to participate
in such  demand  registration  on a Pro  Rata  Basis  (as  defined  below).  The
Purchasers shall also be permitted to participate in any piggyback  registration
on a Pro Rata Basis.

                        (ii)    The Sellers  will  provide the  Purchasers  with
prior written  notice of any demand or piggyback  registration  that the Sellers
and/or  their  Affiliates  are  participating  in  pursuant  to the terms of the
Registration Rights Agreement.

                        (iii)   "Pro  Rata  Basis"   means  that  right  of  the
Purchasers to participate pro rata with the Sellers and their  Affiliates  based
on a percentage that is determined by dividing the aggregate number of shares of
Preferred  Stock (on an as converted  basis) and  Conversion  Shares (as defined
below) owned by the Purchasers as of the date of determination and the aggregate
number of shares of Preferred  Stock (on an as converted  basis) and  Conversion
Shares  owned  by  the  Sellers  and  their   Affiliates   as  of  the  date  of
determination.

                (e)     Legend.  Each Purchaser  understands and agrees that the
                        ------
certificates  evidencing the shares of Preferred Stock to be purchased hereunder
will bear the following legend:

         THE SECURITIES  EVIDENCED BY THIS  CERTIFICATE HAVE NOT BEEN REGISTERED
         UNDER THE  SECURITIES  ACT OF 1933, AS AMENDED,  AND MAY NOT BE SOLD OR


                                       4
<PAGE>

                                                             Page 26 of 38 Pages

         TRANSFERRED UNLESS THERE IS AN EFFECTIVE  REGISTRATION  STATEMENT UNDER
         SUCH  ACT  COVERING  SUCH  SECURITIES  OR THE  SECURITIES  ARE SOLD AND
         TRANSFERRED IN A TRANSACTION  THAT IS EXEMPT FROM THE  REGISTRATION AND
         PROSPECTUS   DELIVERY   REQUIREMENTS   OF  SUCH  ACT.  THE   SECURITIES
         REPRESENTED BY THIS  CERTIFICATE ARE SUBJECT TO CERTAIN  LIMITATIONS ON
         TRANSFER SET FORTH IN A SECURITIES  PURCHASE AGREEMENT DATED AS OF JUNE
         29, 2001 AMONG AMC  ENTERTAINMENT  INC. AND CERTAIN OTHER PARTIES NAMED
         THEREIN,  COPIES  OF  WHICH  ARE ON  FILE  WITH  THE  SECRETARY  OF AMC
         ENTERTAINMENT INC.

                (f)     Removal of Legend. The Securities Act legend endorsed on
                        -----------------
the  certificates  pursuant  to Section  4(e)  hereof  shall be removed  and the
Company shall issue a certificate  without such legend to the holder  thereof at
such time as the securities evidenced thereby cease to be restricted  securities
upon the earliest to occur of (i) a  registration  statement with respect to the
sale of such securities  shall have become effective under the Securities Act of
1933,  as amended (the  "Securities  Act") and such  securities  shall have been
disposed of in accordance with such registration statement,  (ii) the securities
shall  have  been  sold to the  public  pursuant  to Rule 144 (or any  successor
provision) under the Securities Act, or (iii) such securities may be sold by the
holder  without   restriction  or  registration  under  Rule  144(k)  under  the
Securities Act (or any successor provision).

        5.      Representations  and  Agreements  of the  Sellers.  Each  Seller
                -------------------------------------------------
severally,  and not  jointly,  represents  and  warrants  to each  Purchaser  as
follows:

                (a)     Organization  and Power.  The Seller is duly  organized,
                        -----------------------
validly  existing and in good standing under the laws of the jurisdiction of its
organization.  The  Seller  has all  requisite  legal and  partnership  power to
execute and deliver this Agreement and to carry out and perform its  obligations
under the terms of this Agreement.

                (b)     Authorization. All partnership action on the part of the
                        -------------
Seller necessary for the authorization,  execution,  delivery and performance of
this Agreement and the  consummation  of the  transactions  contemplated  hereby
(including, without limitation, the sale and delivery of the shares of Preferred
Stock) has been taken.  This  Agreement  has been duly and validly  executed and
delivered by the Seller,  and  constitutes a valid and binding  agreement of the
Seller,  enforceable  against the Seller in accordance with its terms, except to
the  extent  that  such   enforceability  (i)  may  be  limited  by  bankruptcy,
insolvency,  reorganization,  moratorium  or  other  similar  laws  relating  to
creditors' rights generally and (ii) is subject to general principles of equity,
regardless of whether enforcement is sought in a proceeding at law or in equity.

                (c)     Consents. Except for filings,  permits,  authorizations,
                        --------
consents  and  approvals  as  may  be  required  under,   and  other  applicable
requirements of, state blue sky laws and except for such reports with respect to
the  transactions  contemplated  under this  Agreement  as may be required to be
filed by the Seller with the SEC under the  Securities  Exchange Act of 1934, as
amended  (the  "Exchange  Act"),  and  the  rules  and  regulations  of the  SEC
thereunder, neither the execution, delivery or performance of this Agreement nor

                                       5
<PAGE>

                                                             Page 27 of 38 Pages

the consummation by the Seller of the obligations and transactions  contemplated
hereby requires any consent of,  authorization  by, exemption from, filing with,
or notice to any Governmental Entity or any other Person.

                (d)     Ownership  of  Shares  of  Preferred  Stock;  Title  and
                        --------------------------------------------------------
Related  Matters.  The Seller owns and has valid,  marketable  and  unencumbered
----------------
title to the Transfer Shares that such Seller is selling to the Purchasers under
this Agreement, free and clear of any security interest, mortgage, pledge, lien,
charge,  restriction  or  encumbrance  of any nature  whatsoever  (collectively,
"Liens"),  other than the restrictions  set forth in the Transaction  Documents.
Except for this  Agreement,  the Seller is not a party to any  option,  warrant,
right,  contract,  call, put or other agreement or commitment  providing for the
disposition or acquisition of any of such Transfer Shares.  Upon delivery by the
Seller  of  such  Transfer  Shares  to the  Purchasers  at the  Closing,  valid,
marketable and unencumbered title to such Transfer Shares, free and clear of any
Lien (other than the  restrictions  set forth in Sections  4(a) and 4(b) of this
Agreement), will pass to the respective Purchasers of such Transfer Shares.

                (e)     No Conflict With Other  Agreements,  Etc. The execution,
                        ----------------------------------------
delivery and  performance of this Agreement and any other related  documents and
instruments  contemplated  herein by the Seller  will not (i)  conflict  with or
result  in a breach of any  provision  of such  Seller's  agreement  of  limited
partnership or other organizational  documents,  (ii) conflict with or result in
the breach of the terms, conditions or provisions of or constitute a default (or
an event  which  with  notice or lapse of time or both  would  become a default)
under,  or give rise to any right of  termination,  acceleration or cancellation
under, any material  agreement,  lease,  mortgage,  license,  indenture or other
contract  to which such Seller is a party or by which any of its  properties  or
assets are bound or (iii)  result in a violation of any law,  rule,  regulation,
order, judgment or decree (including, without limitation, U.S. federal and state
laws  and  regulations)  applicable  to  such  Seller  or by  which  any  of its
properties  or assets are bound or affected,  except in the case of clauses (ii)
or (iii),  where such  conflicts or  violations  would not prevent or materially
delay its ability to consummate the transactions contemplated herein.

        6.      Representations and Agreements of the Purchasers. Each Purchaser
                ------------------------------------------------
severally, and not jointly, represents and warrants to each Seller as follows:

                (a)     Organization and Power. The Purchaser is duly organized,
                        ----------------------
validly  existing and in good standing under the laws of the jurisdiction of its
organization.  The Purchaser has all requisite  legal and  partnership  power to
execute and deliver this Agreement and to carry out and perform its  obligations
under the terms of this Agreement.

                (b)     Authorization. All partnership action on the part of the
                        -------------
Purchaser necessary for the authorization,  execution,  delivery and performance
of this Agreement and the consummation of the transactions  contemplated  hereby
(including,  without limitation,  the purchase of the shares of Preferred Stock)
has been taken.  This Agreement has been duly and validly executed and delivered
by  the  Purchaser,  and  constitutes  a  valid  and  binding  agreement  of the
Purchaser,  enforceable  against the  Purchaser  in  accordance  with its terms,
except to the extent that such  enforceability (i) may be limited by bankruptcy,
insolvency,  reorganization,  moratorium  or  other  similar  laws  relating  to
creditors' rights generally and (ii) is subject to general principles of equity,
regardless of whether enforcement is sought in a proceeding at law or in equity.

                                       6
<PAGE>


                                                             Page 28 of 38 Pages

                (c)     Consents. Except for filings,  permits,  authorizations,
                        --------
consents  and  approvals  as  may  be  required  under,   and  other  applicable
requirements of, state blue sky laws and except for such reports with respect to
the  transactions  contemplated  under this  Agreement  as may be required to be
filed by the  Purchaser  with the SEC under the  Exchange  Act and the rules and
regulations  of  the  SEC  thereunder,   neither  the  execution,   delivery  or
performance  of this  Agreement  nor the  consummation  by the  Purchaser of the
obligations  and  transactions  contemplated  hereby  requires  any  consent of,
authorization  by,  exemption from,  filing with, or notice to any  Governmental
Entity or any other Person.

                (d)     Investment Representations of the Purchasers.
                        --------------------------------------------

                        (i)     The shares of Preferred Stock being purchased by
the Purchaser  hereunder are being acquired for its own account as principal and
not  directly  or  indirectly  for or on behalf  of any other  party and for the
purpose of investment and not with a view to or for sale in connection  with any
distribution thereof.

                        (ii)    The Purchaser is an "accredited investor" within
the meaning of Rule 501(a) promulgated under the Securities Act.

                        (iii)   The Purchaser (A) has been furnished with or has
had  full  access  to all of the  information  that it  considers  necessary  or
appropriate to make an informed  investment  decision with respect to the shares
of Preferred  Stock and (B) can bear the economic risk of such investment in the
Preferred  Stock,  has such  knowledge and  experience in business and financial
matters so as to enable it to  understand  and evaluate the risks of and form an
investment decision with respect to its investment in the Preferred Stock and to
protect its own interests in connection with such investment.

                        (iv)    The  Purchaser  has no need for liquidity in its
investment  in the shares of  Preferred  Stock and is able to bear the  economic
risk of its investment in the shares of Preferred Stock and the complete loss of
all of such investment.

                        (v)     The    Purchaser     understands     that    the
transferability  of the shares of Preferred  Stock is restricted,  and that such
restrictions  will be  reflected  in an  appropriate  legend on the  instruments
representing the shares of Preferred Stock.

                        (vi)    The Purchaser  recognizes  that an investment in
the  Company  involves  certain  risks and has taken  full  cognizance  of,  and
understands all of, the risks related to the purchase of the shares of Preferred
Stock.  The Purchaser  further  acknowledges  and understands that no federal or
state agency has made any  recommendation  or endorsement of the Preferred Stock
or any finding or determination as to the fairness of the investment therein.

                (e)     No Conflict With Other  Agreements,  Etc. The execution,
                        ----------------------------------------
delivery and  performance of this Agreement and any other related  documents and
instruments  contemplated  herein by the Purchaser will not (i) conflict with or
result in a breach of any  provision  of such  Purchaser's  agreement of limited
partnership or other organizational  documents,  (ii) conflict with or result in

                                       7
<PAGE>

                                                             Page 29 of 38 Pages

the breach of the terms, conditions or provisions of or constitute a default (or
an event  which  with  notice or lapse of time or both  would  become a default)
under,  or give rise to any right of  termination,  acceleration or cancellation
under, any material  agreement,  lease,  mortgage,  license,  indenture or other
contract to which such Purchaser is a party or by which any of its properties or
assets are bound or (iii)  result in a violation of any law,  rule,  regulation,
order, judgment or decree (including, without limitation, U.S. federal and state
laws and  regulations)  applicable  to such  Purchaser  or by  which  any of its
properties  or assets are bound or affected,  except in the case of clauses (ii)
or (iii),  where such  conflicts or  violations  would not prevent or materially
delay its ability to consummate the transactions contemplated herein.

        7.      Participation Rights.
                --------------------

                (a)     Each time the  Sellers  or their  Affiliates  propose to
purchase any additional  shares of equity  securities  (the  "Additional  Equity
Securities") (which shall include securities convertible into or exercisable for
any shares of, any class of the Company's  capital  stock),  such Sellers shall,
and the Sellers  shall use their  reasonable  efforts to cause their  respective
Affiliates (as  applicable)  and the Company to, prior to selling or issuing any
such  Additional  Equity  Securities  to the  Sellers,  make an offering of such
Additional  Equity  Securities to each of the Purchasers in accordance  with the
following provisions:

                        (i)     The Sellers shall deliver a written  notice (the
"Notice") by certified mail to each of the Purchasers  stating (i) the bona fide
intention of the Sellers  and/or their  Affiliates to purchase  such  Additional
Equity  Securities,  (ii) the number of such Additional  Equity Securities to be
purchased,  and (iii) the price and terms, if any, upon which the Sellers and/or
their Affiliates propose to purchase such Additional Equity Securities.

                        (ii)    Within five  business  days after  giving of the
Notice,  each Purchaser may elect to purchase or obtain, at the price and on the
terms specified in the Notice (which price shall be no greater than the price to
be paid by, and the terms no less  favorable  than those  offered  to, any other
party to purchase  Additional  Equity  Securities of such issuance),  up to that
portion of such Additional  Equity  Securities  which equals the proportion that
the  number  of  shares  of  Preferred  Stock  (on an as  converted  basis)  and
Conversion  Shares held by such Purchaser bears to the total number of shares of
Preferred Stock (on an as converted basis) and Conversion Shares then held by of
all of the Sellers  and/or their  Affiliates  participating  in such issuance of
Additional  Equity  Securities by giving  written  notice thereof to the Sellers
(the "Subscription Notice").

                        (iii)   In the event that no  Subscription  Notices  are
received by the Sellers  within the foregoing  time period,  the Sellers  and/or
their  Affiliates,  as the case may be, shall be entitled to freely purchase any
such Additional Equity Securities,  provided,  however,  that the price for such
transaction  shall not be lower than the price  contained in the Notice and that
the terms and conditions of the transaction  are not, in the reasonable  opinion
of the Sellers, more favorable than those described in the Notice.

                        (iv)    In the  event  that none of the  Sellers  and/or
their Affiliates,  as the case may be, purchase the Additional Equity Securities
as  described  in the  Notice,  the  Purchasers  shall have no right to purchase

                                       8
<PAGE>

                                                             Page 30 of 38 Pages

Additional  Equity Securities  pursuant to the  participation  rights granted in
this Section 7.

                (b)     The  participation  rights  set forth in this  Section 7
shall not be  applicable to the issuance of: (i) equity  securities  pursuant to
the conversion or exercise of convertible  or exercisable  securities,  (ii) any
stock,  stock  options,  stock  appreciation  rights or similar rights issued or
granted pursuant to a compensatory  option plan,  agreement or arrangement,  and
any shares of capital  stock  issued upon the  exercise  thereof;  (iii)  equity
securities pursuant to any stock split or stock dividend, (iv) equity securities
upon  the  subdivision,   split-up,   combination  or  reclassification  of  the
outstanding  equity  securities  of the  Company or (ii)  equity  securities  in
connection with a bona fide business  acquisition of or by the Company,  whether
by  merger,  consolidation,  sale  of  assets,  sale or  exchange  of  stock  or
otherwise.

                (c)     The  participation  rights  set forth in this  Section 7
shall  not be  transferable  to any  Person  who  is  not  an  Affiliate  of the
Purchasers.  Notwithstanding  the foregoing,  if the  Purchasers  sell Preferred
Stock or  Conversion  Shares to any  Person,  other  than to  Affiliates  of the
Purchasers,  in an amount in excess of 33% of the shares of Preferred  Stock and
Conversion Shares owned by the Purchasers in the aggregate as of the date hereof
after giving effect to the transactions  contemplated hereby, the Purchasers may
transfer or assign the participation rights set forth herein to such Person with
the prior written consent of the Sellers, which consent will not be unreasonably
withheld, and upon the agreement of such Person to be bound by all of the rights
and obligations of such Purchaser under this Agreement upon the  consummation of
the proposed transfer. For purposes of this Section 7(c) only, the definition of
"Affiliate" shall include any entity in which the Purchasers or their affiliates
have exclusive management or investment control over.

        8.      Restrictions on Transfer.
                ------------------------

                (a)     During  the  period  commencing  on the date  hereof and
ending on the second  anniversary  hereof, the Purchasers shall not, directly or
indirectly (including,  without limitation,  through the disposition or transfer
of any equity  interest in another  person),  alone or in concert  with  others,
sell, assign, transfer, pledge, hypothecate, grant any option with respect to or
otherwise   dispose  of  any   interest  in  (or  enter  into  an  agreement  or
understanding  with respect to the foregoing) (a "Restricted  Disposition")  the
common stock of the Company to be issued upon conversion of any shares of Series
A Preferred Stock (including  shares of Series A Preferred Stock issued upon the
exchange of any shares of Series B Preferred Stock) (the "Conversion Shares") in
any  public  sale  or  offering  to a  Person  who is not  an  Affiliate  of the
Purchasers in an amount that would exceed the volume  limitations  applicable to
the  Purchasers  under the  provisions  of Rule 144,  as  promulgated  under the
Securities Act.

                (b)     During the period  commencing on the second  anniversary
of the date hereof and ending on the third  anniversary  hereof,  the Purchasers
shall not effect a Restricted  Disposition  of  Conversion  Shares in any public
sale or offering to a Person who is not an  Affiliate  of the  Purchasers  in an
amount  that would  exceed two times the  average  daily  trading  volume of the
shares of the Common Stock,  on the American  Stock  Exchange or other  national

                                       9
<PAGE>

                                                             Page 31 of 38 Pages

securities  exchange  where the  Common  Stock is listed or to which the  Common
Stock is admitted for trading for the 30 trading days immediately proceeding the
date of sale.

                (c)     The  limitations  set  forth in  Sections  8(a) and 8(b)
above shall terminate on the earlier to occur of:

                        (i)     The third anniversary of the date hereof;

                        (ii)    The date that the Sellers no longer own at least
90% of the shares of  Preferred  Stock owned by the Sellers on the date  hereof,
after giving effect to the transactions contemplated hereby.

                (d)     During  the  period  commencing  on the date  hereof and
ending on the third  anniversary  hereof,  the Purchasers shall give the Sellers
five business  days prior written  notice of its intention to sell any shares of
Preferred Stock to any Person who is not an Affiliate of the Purchasers.

        9.      Tag-Along Rights.       If  the  Sellers  and/or  any  of  their
                ----------------
Affiliates (each a "Selling Shareholder") propose to sell, in one transaction or
a series of related  transactions (a "Tag-Along  Sale"), any shares of Preferred
Stock or  Conversion  Shares to any  Person,  other  than to  Affiliates  of the
Sellers,  (the  "Transferee"),  in an amount  in excess of 50% of the  shares of
Preferred Stock and other equity  securities of the Company owned by the Sellers
and  their  Affiliates  in the  aggregate  immediately  prior to such  sale (the
"Tag-Along Shares"), the Purchasers (the "Non-Selling  Shareholders") shall have
the right (the "Tag-Along Right"), but not the obligation, to participate in any
such  Tag-Along   Sale,  on  the  same  terms  and  conditions  as  the  Selling
Shareholder(s) propose to sell their Tag-Along Shares, as set forth in the offer
from the Transferee (the "Offer"), pursuant to the procedure set forth herein.

                (a)     In the event any Selling  Shareholder wishes to sell the
Tag-Along Shares, the Selling  Shareholder shall first deliver written notice to
the Non-Selling  Shareholders of its intention to transfer the Tag-Along  Shares
to a non-Affiliate  (the "Transfer  Notice").  The Transfer Notice shall include
(i) a description of the Tag-Along  Shares to be transferred,  (ii) the identity
of the prospective transferee and (iii) the consideration and the material terms
and  conditions  upon which the  proposed  transfer is to be made.  The Transfer
Notice shall also include a copy of any written proposal,  term sheet, letter of
intent or other agreement  relating to the proposed  transfer.  Each Non-Selling
Shareholder  may exercise its  Tag-Along  Right by  delivering  to the nominated
Selling Shareholder in the Transfer Notice (the "Nominated Selling Shareholder")
within five  business  days after  receipt of the Notice (the "Offer  Period") a
notice  stating  that such  Non-Selling  Shareholder  intends  to  exercise  its
Tag-Along  Rights and that it is  willing  to sell its own  shares of  Preferred
Stock or Conversion  Shares in accordance  with the terms of the Offer (the "Tag
Along Notice", and the Non-Selling  Shareholder rendering such Tag-Along Notice,
the "Tagging Shareholder").  If no Tag-Along Notice is received by the Nominated
Selling  Shareholder within the Offer Period, or if the notice received does not
fulfill  all of the  foregoing  requirements,  it shall be  understood  that the
Non-Selling Shareholders have waived their respective Tag-Along Rights hereunder
and the Selling Shareholders shall be free to transfer the Tag-Along Shares.

                                       10
<PAGE>

                                                             Page 32 of 38 Pages

                (b)     Each  Tagging  Shareholder  may  sell all or any part of
that  number of shares of  Preferred  Stock or  Conversion  Shares  equal to the
product  obtained by multiplying (i) the aggregate number of shares of Preferred
Stock or Conversion  Shares  covered by the Transfer  Notice by (ii) a fraction,
the numerator of which is the number of shares of Preferred  Stock or Conversion
Shares owned by the Tagging Shareholder,  determined on an "as converted" basis,
on the date of the  Transfer  Notice and the  denominator  of which is the total
number of shares of  Preferred  Stock or  Conversion  Shares owned by all of the
Non-Selling  Shareholders  and the Selling  Shareholders,  determined  on an "as
converted" basis, on the date of the Transfer Notice.

                (c)     Each Tagging  Shareholder shall effect its participation
in the sale by promptly delivering to the Nominated Selling  Shareholder,  at or
prior to the closing of such sale, for transfer to the prospective purchaser one
or more  certificates,  properly  endorsed for  transfer,  which  represent  the
Tag-Along  Shares.  To the extent  that any  prospective  Transferee  refuses to
purchase  any shares of  Preferred  Stock or  Conversion  Shares  from a Tagging
Shareholder,  the  Selling  Shareholders  shall  not  sell to  such  prospective
Transferee any Tag-Along Shares unless and until, simultaneously with such sale,
the Selling Shareholders shall purchase from such Tagging Shareholder the shares
of  Preferred  Stock  and  Conversion  Shares  such  Tagging  Shareholder  would
otherwise have been able to sell hereunder for the same consideration and on the
same terms and conditions as the proposed sale described in the Transfer Notice.

                (d)     In connection with any transfer by a Seller of shares of
Preferred  Stock or Conversion  Shares to an Affiliate,  such Seller shall cause
such  Affiliate  to agree to be bound by the  provisions  of this Section 9 with
respect to such transferred shares.

        10.     Protective Provisions.  The Sellers shall not, without the prior
                ---------------------
written  consent of the  Purchasers,  effect any  amendment to the  Registration
Rights  Agreement  that would  affect the  Purchasers'  rights  pursuant  to the
Registration  Rights Agreement in a manner which is different from the effect on
the Sellers' rights pursuant to the Registration Rights Agreement.

        11.     Notices.   All   notices,    requests,    consents   and   other
                -------
communications  required or permitted hereunder shall be in writing and shall be
hand delivered or mailed postage prepaid by registered or certified mail,

                (a)      If to the Purchaser:

                         [                  ]

                (b)     If to the Sellers or Apollo:

                        Apollo Investment Fund IV, L.P.
                        Apollo Overseas Partners IV, L.P.
                        c/o Apollo Management IV, L.P. and
                        Apollo Investment Fund V, L.P.
                        Apollo Overseas Partners V, L.P.
                        c/o Apollo Management V, L.P.
                        1301 Avenue of the Americas
                        38th Floor
                        New York, NY 10019
                        Attention:  Marc Rowan
                        Fax:  (212) 515-3263

                                       11
<PAGE>

                                                             Page 33 of 38 Pages

                        with copies to:

                        Akin, Gump, Strauss, Hauer & Feld, L.L.P.
                        1333 New Hampshire Ave., N.W.
                        Washington, D.C.  20036
                        Attention:  Bruce S. Mendelsohn
                        Fax: (202) 887-4288


                or (c)  If to the Company:

                        AMC Entertainment Inc.
                        106 West 14th Street
                        P.O. Box 419615
                        Kansas City, MO 64105
                        Attention: Peter Brown
                        Fax: (816) 480-2517

                        with a copy to:

                        Lathrop & Gage L.C.
                        2345 Grand Boulevard
                        Suite 2800
                        Kansas City, MO  64108
                        Attention:  Raymond F. Beagle, Jr.
                        Fax: (816) 292-2001


or at such other address as the  respective  parties each may specify by written
notice to the other parties,  and each such notice,  request,  consent and other
communication  shall for all  purposes  of the  Agreement  be  treated  as being
effective or having been given when  delivered if delivered  personally,  or, if
sent by mail,  at the earlier of its receipt or 72 hours after the same has been
deposited in a regularly maintained  receptacle for the deposit of United States
mail, addressed and postage prepaid as aforesaid.

        12.     AMC Consent.
                -----------

                (a)     The Company hereby consents to the sale of the Preferred
Stock,  including the Series B Preferred Stock, by the Sellers to the Purchasers
and to the assignment of all of the rights and  obligations set forth in Section
4 hereof.  The  Company  hereby  acknowledges  and agrees that the shares of the
Preferred Stock which are owned by the Purchasers  shall be freely  transferable
by the Purchasers, subject to compliance with applicable securities laws and the
restrictions contained in Sections 4(a) and 4(b) of this Agreement.

                                       12
<PAGE>

                                                             Page 34 of 38 Pages

                (b)     The Company  hereby  consents to the  assignment  by the
Sellers  of the rights  and  obligations  pursuant  to the  Registration  Rights
Agreement to the Purchasers as set forth in Section 4(d) hereof.

                (c)     The Company and the Sellers hereby acknowledge and agree
that Section 8.1 (Preferred Stock Approval  Rights) and 9.7(i)  (Preferred Stock
Approval Rights) of the Purchase  Agreement shall be amended to provide that the
Sellers shall have the Preferred  Stock  Approval  Rights so long as the Sellers
continue to beneficially  own shares of Preferred Stock  representing  more than
50%  of  the  Preferred  Stock  owned  by  the  Sellers  immediately  after  the
consummation of the transactions contemplated hereby.

                (d)     The  Company  is  executing  this  Agreement  solely for
purposes of this  Section 12, and,  except as set forth in Section  2(b),  shall
have no other obligations under this Agreement.

        13.     Fees  and  Expenses.  Each  party  will  bear  its own  fees and
                -------------------
expenses  incurred in  connection  with the  proposed  purchase  and sale of the
Preferred  Stock and the  negotiation,  execution  and  delivery of the Purchase
Agreement.

        14.     Receipt of  Dividends.  Notwithstanding  anything  herein to the
                ---------------------
contrary,  the  dividend  on the  Preferred  Stock to be paid to the  holders of
record on July 2, 2001 shall be paid, in its entirety, to the Sellers.

        15.     Termination of Agreement. This Agreement may be terminated prior
                ------------------------
to the Closing Date as follows:


                (a)     by mutual consent of the Purchasers and the Sellers;

                (b)     at the  election of the  Sellers,  if any one or more of
the  conditions to their  obligations  have not been fulfilled as of the Closing
Date;

                (c)     at the election of the Purchasers, if any one or more of
the  conditions to their  obligations  have not been fulfilled as of the Closing
Date;

         In the event that the  Sellers or the  Purchasers,  as the case may be,
elect to terminate this Agreement, it shall deliver an irrevocable notice to the
other  party to this  Agreement  declaring  its  election to so  terminate  this
Agreement  in  accordance  with the  provisions  of this Section 15, and setting
forth therein the basis for such termination.

        16.     Severability.  Should any one or more of the  provisions of this
                ------------
Agreement  or of any  agreement  entered  into  pursuant  to this  Agreement  be
determined  to be  illegal  or  unenforceable,  all  other  provisions  of  this
Agreement and of each other  agreement  entered into pursuant to this  Agreement
shall be given effect separately from the provision or provisions  determined to
be illegal or unenforceable and shall not be affected thereby.

        17.     Parties  in  Interest.  All the  terms  and  provisions  of this
                ---------------------
Agreement  shall be binding upon and inure to the benefit of and be  enforceable
by the respective  parties hereto,  the successors and assigns of the Purchasers

                                       13
<PAGE>

                                                             Page 35 of 38 Pages

and the Sellers,  whether so expressed or not. This  Agreement  shall not run to
the benefit of or be enforceable by any other Person.

        18.     Successors and Assigns.  Except as otherwise  expressly provided
                ----------------------
herein,  the  provisions  hereof  shall  inure to the benefit of, and be binding
upon,  the  successors,  assigns,  heirs,  executors and  administrators  of the
parties  hereto and shall  inure to the  benefit of and be  enforceable  by each
person  who  shall be a holder  of  shares of the  Preferred  Stock  and/or  the
Conversion  Shares.  Notwithstanding  the  foregoing  and  in  addition  to  the
restrictions  set forth in Section 7(c), the rights and  obligations  granted to
the Purchasers  pursuant to Sections 4(c),  4(d), 9 and 10 of this Agreement are
not transferable;  provided,  however, that such rights may be transferred to an
Affiliate  of any  Purchaser  who  agrees  to be  bound  by all the  rights  and
obligations of such Purchaser under this Agreement upon the  consummation of the
proposed transfer.

        19.     Headings.  The headings of the sections and  paragraphs  of this
                --------
Agreement  have been  inserted  for  convenience  of  reference  only and do not
constitute a part of this Agreement.

        20.     Choice  of Law.  It is the  intention  of the  parties  that the
                --------------
internal  laws,  and not the laws of conflicts,  of the State of New York should
govern the  enforceability  and validity of this Agreement,  the construction of
its terms and the interpretation of the rights and duties of the parties.

        21.     Counterparts.  This  Agreement  may be executed in any number of
                ------------
counterparts and by different parties hereto in separate counterparts,  with the
same  effect  as  if  all  parties  had  signed  the  same  document.  All  such
counterparts shall be deemed an original,  shall be construed together and shall
constitute one and the same instrument.

        22.     Further  Assurances.  Each of the  undersigned,  upon request of
                -------------------
another party hereto,  agrees to execute and deliver such further  documents and
instruments, and to perform such further acts, as may be necessary to accomplish
and  give  full  effect  to  this  Agreement  and  sale of the  Preferred  Stock
contemplated hereby.

                                       14
<PAGE>

                                                             Page 36 of 38 Pages

         IN WITNESS  WHEREOF,  the parties  hereto  have caused this  Securities
Purchase  Agreement  to be duly  executed  as of the day and  year  first  above
written.

                                     Sellers:

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 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

                                       15
<PAGE>

                                                             Page 37 of 38 Pages

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


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 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


                                    The Company:

                                    AMC ENTERTAINMENT INC.


                                    By: /s/ Peter C. Brown
                                        ----------------------------------------
                                        Name:  Peter C. Brown
                                        Title: Chairman of the Board,
                                               President and Chief Executive
                                               Officer


                                       16
<PAGE>

                                                             Page 38 of 38 Pages


                                    Purchasers:

                                    [                ]










</TEXT>
</DOCUMENT>
</SUBMISSION>
