                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D

                                (Amendment No. 1)

                    Under the Securities Exchange Act of 1934

                             AMC ENTERTAINMENT INC.
                                (name of issuer)

                      COMMON STOCK, 66 2/3 cents PAR VALUE

                                   001669 10 0
                                 (CUSIP number)

                             Raymond F. Beagle, Jr.
                               LATHROP & GAGE L.C.
                                2345 Grand Avenue
                        Kansas City, Missouri 64108-2684
                                 (816) 460-5823
                      (name, address and telephone number)
                         of person authorized to receive
                           notices and communications)

                                 August 16, 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 Rule 13d-1(b)(3) or (4), check the following box |_|.

Note:  Schedules  filed in paper format shall include a signed original and five
copies of the  schedule,  including  all  exhibits.  See Rule 13d-7(b) for other
parties to whom copies are to be sent.

                         (Continued on following pages)
                              (Page 1 of 10 pages)
--------------------
*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 the
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  (however,  see the
Notes).

<PAGE>
                              CUSIP No. 001669 10 0
________________________________________________________________________________

(1)   Names of reporting Persons;  S.S. or I.R.S.  Identification  Nos. of Above
      Persons.

      1992 Durwood, Inc. Voting Trust, as amended and restated August 12, 1997

(2)   Check the appropriate box if a member of a Group (See Instructions)

      (a)  [  ]
      (b)  [  ]

(3)   SEC Use Only
      _________________________________________________________________________
      _________________________________________________________________________
      _________________________________________________________________________

(4)   Source of Funds (See Instructions)

                                       00

(5)   Check Box 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
Beneficially
Owned by Each        (8)  Shared Voting Power              3,801,545
Reporting
Person               (9)  Sole Dispositive Power           0
With
                     (10) Shared Dispositive Power         3,801,545

(11)  Aggregate Amount Beneficially Owned by Each Reporting Person

                                                           3,801,545

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

(13)  Percent of Class Represented by Amount in Row (11)   16.2 %

(14)  Type of Reporting Person (See Instructions)     OO

                                        2
<PAGE>
                              CUSIP No. 001669 10 0
________________________________________________________________________________

(1)   Names of reporting Persons;  S.S. or I.R.S.  Identification  Nos. of Above
      Persons.

      Trust created under  Revocable  Trust  Agreement  dated August 14, 1989 of
      Stanley H. Durwood, as amended and restated on May 12, 1999

(2)   Check the appropriate box if a member of a Group (See Instructions)

      (a) [ ]
      (b) [ ]

(3)   SEC Use Only
      _________________________________________________________________________
      _________________________________________________________________________
      _________________________________________________________________________

(4)   Source of Funds (See Instructions)

                                       00

(5)   Check Box 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
Beneficially
Owned by Each        (8)  Shared Voting Power              0
Reporting
Person               (9)  Sole Dispositive Power           0
With
                     (10) Shared Dispositive Power         3,401,545

(11)  Aggregate Amount Beneficially Owned by Each Reporting Person

                                                           3,401,545

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

(13)  Percent of Class Represented by Amount in Row (11)   14.5 %

(14)  Type of Reporting Person (See Instructions)     OO

                                        3
<PAGE>
                              CUSIP No. 001669 10 0
________________________________________________________________________________

(1)   Names of reporting Persons;  S.S. or I.R.S.  Identification  Nos. of Above
      Persons.

                       Raymond F. Beagle, Jr., as trustee

(2)   Check the appropriate box if a member of a Group (See Instructions)

      (a) [ ]
      (b) [ ]

(3)   SEC Use Only
      _________________________________________________________________________
      _________________________________________________________________________
      _________________________________________________________________________

(4)   Source of Funds (See Instructions)

                                       00

(5)   Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items
      2(d) or 2(e) |_|

(6)   Citizenship or Place of Organization

                                  U.S. Citizen


Number of Shares      (7)  Sole Voting Power               0
Beneficially
Owned by Each         (8)  Shared Voting Power             3,801,545
Reporting
Person                (9)  Sole Dispositive Power          0
With
                      (10) Shared Dispositive Power        3,801,545

(11)  Aggregate Amount Beneficially Owned by Each Reporting Person

                                                           3,801,545

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

(13)  Percent of Class Represented by Amount in Row (11)   16.2 %

(14)  Type of Reporting Person (See Instructions)     IN/OO

                                        4
<PAGE>
                              CUSIP No. 001669 10 0
________________________________________________________________________________

(1)   Names of reporting Persons;  S.S. or I.R.S.  Identification  Nos. of Above
      Persons.

                        Charles J. Egan, Jr., as trustee

(2)   Check the appropriate box if a member of a Group (See Instructions)

      (a) [ ]
      (b) [ ]

(3)   SEC Use Only
      _________________________________________________________________________
      _________________________________________________________________________
      _________________________________________________________________________

(4)   Source of Funds (See Instructions)

                                       00

(5)   Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items
      2(d) or 2(e) |_|

(6)   Citizenship or Place of Organization

                                  U.S. Citizen

Number of Shares    (7)  Sole Voting Power                 0
Beneficially
Owned by Each       (8)  Shared Voting Power               3,801,545
Reporting
Person              (9)  Sole Dispositive Power            0
With
                    (10) Shared Dispositive Power          3,801,545

(11)  Aggregate Amount Beneficially Owned by Each Reporting Person

                                                           3,801,545

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

(13)  Percent of Class Represented by Amount in Row (11)   16.2 %

(14)  Type of Reporting Person (See Instructions)     IN/OO

                                        5
<PAGE>
Item 1. Security and Issuer.

     This Amendment No. 1 to Schedule 13D relates to Common Stock,  par value 66
2/3 cents per share  ("Common  Stock"),  of AMC  Entertainment  Inc., a Delaware
corporation ( the "Company"). The principal executive offices of the Company are
located at 106 W. 14th Street, Kansas City Missouri 64141.

Item 2. Identity and Background.

     This  Amendment No. 1 is filed by (a) the 1992 Durwood,  Inc.  Voting Trust
dated December 12, 1992, as amended and restated on August 12, 1997 (the "Voting
Trust"),  (b) the trust created under the Revocable Trust Agreement dated August
14, 1989 of Stanley H.  Durwood,  as amended  and  restated on May 12, 1999 (the
"Revocable Trust"),  and (c) Raymond F. Beagle, Jr. and Charles J. Egan, Jr. (i)
as successor  trustees of the Voting  Trust,  (ii) as successor  trustees of the
Revocable  Trust,  and (iii) as  surviving  trustees of the  Stanley H.  Durwood
Foundation (the  "Foundation")  created under that certain Trust Indenture dated
April 27, 1999 (the "Foundation Trust  Indenture"),  and (d) by Charles J. Egan,
Jr., as trustee of the Pamela Yax Durwood  Marital Trust (the  "Marital  Trust")
created under the Revocable Trust.

     Raymond F. Beagle, Jr. is a United States citizen whose business address is
2345 Grand Avenue,  Suite 2800,  Kansas City,  Missouri 64108. He is a member of
the law firm of  Lathrop  & Gage  L.C.  and  serves as  general  counsel  of the
Company.

     Charles J. Egan, Jr. is a United States  citizen whose business  address is
2501 McGee,  MD 561,  Kansas City,  Missouri  64108.  He is a Vice  President of
Hallmark Cards, Incorporated and serves as a director of the Company.

     During  the past five  years,  neither  Mr.  Beagle  nor Mr.  Egan has been
convicted in any criminal proceeding nor been a party to any civil proceeding of
a judicial or administrative  body of competent  jurisdiction  which resulted in
him  being  subject  to a  judgment,  decree  or final  order  enjoining  future
violations of, or prohibiting or mandating activity subject to, federal or state
securities laws or finding a violation with respect to such laws.

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

     The trustees are  successor  trustees to Mr.  Stanley H. Durwood  under the
Voting Trust (in such capacity, "Successor Trustees") as the result of the death
of Mr.  Stanley H. Durwood on July 14, 1999. The Voting Trust has legal title to
the shares of Class B Stock described herein. The Voting Trust has issued one or
more Voting Trust  certificates  to the Revocable  Trust and the Marital  Trust,
which Voting Trust certificates  evidence the beneficial  interest in the shares
of Company Class B Stock held of record by the Voting Trust.

                                       6
<PAGE>
Item 4. Purpose of the Transaction.

     Reference  is  made  to  the  Schedule  13D  dated  July  14,  1999  of the
undersigned  for information  relating to the Voting Trust,  the Revocable Trust
and the Marital Trust.  There have been no material  changes to such information
except as set forth below.

     As  previously   reported,   (i)  the  Revocable  Trust  provided  for  the
distribution  of 500,000  shares of Class B Stock to the Marital  Trust and (ii)
the Marital Trust provides for the  distribution of all income and, in addition,
certain  amounts of principal,  in cash or in kind,  to Pamela Yax Durwood,  the
sole  beneficiary  of the Marital Trust and the  surviving  spouse of Stanley H.
Durwood,  at such times as she may request,  subject to specified annual limits.
In accordance  with the  provisions of the Marital  Trust,  on July 24, 2001 the
Trustees  converted  100,000  shares  of  Class  B Stock  to  Common  Stock  and
distributed these shares to Mrs. Durwood.

     As previously reported,  the Revocable Trust also provides for the creation
and funding of charitable remainder trusts for various persons. In order to fund
these trusts, on August 20, 2001 the Trustees  converted 140,448 shares of Class
B Stock to Common Stock and sold these shares together with 150 shares of Common
Stock in a private  sale to a group of  investors,  referred  to as the  "Apollo
Group," consisting of Apollo Investment Fund, IV, L.P., Apollo Overseas Partners
IV, L.P.,  Apollo Investment Fund V, L.P., Apollo Overseas Partners V, L.P.. The
price per share was  $11.38,  the closing  price for Common  Stock on August 16,
2001, the date the agreement to sell was made.

     The Trustees  anticipate that they may convert additional shares of Class B
Stock into Common Stock and (i) distribute such shares to the beneficiary of the
Marital  Trust  or (ii)  sell  such  shares  of  Common  Stock  to meet  funding
requirements  of the  Marital  Trust and the  Foundation,  as  described  in the
initial  Schedule  13D.  Such  sales may be in open  market  transactions  or in
private transactions to the Apollo Group or other persons;  however, there is no
agreement or understanding between the Trustee and the Apollo Group with respect
to the  sale by the  Trustees  of  additional  shares  to the  Apollo  Group.  A
Standstill  Agreement  between  the  Company  and  members of the  Apollo  Group
generally  restricts  for five years the total  number of shares that the Apollo
Group might acquire from the Trustees to 500,000.

Item 5. Interest in Securities of the Issuer.

     (a) The shares  held by the Voting  Trust  generally  represent  65% of the
combined  voting power of the outstanding  shares of the Company,  other than in
the election of directors or in matters reserved for a class vote by the holders
of the  Company's  Common  Stock or Class B Stock.  This  percentage  takes into
account 772,027 votes  attributable to Series A Preferred Stock entitled to vote
on an as converted basis. In the election of directors, holders of Class B Stock
are entitled as of the date of this report to elect three directors. Were all of
the shares of Class B Stock converted to Common Stock, there would be 23,469,091
shares of Common  Stock  outstanding  of which the  Voting  Trust  would hold of
record  and  beneficially  own  3,801,545,  or 16.2%,  of such  shares,  and the
Revocable Trust would  beneficially own 3,401,545,  or 14.5%, of such shares. By
reason of their positions as trustees, Mr. Beagle and Mr. Egan may be deemed for
purposes of Section 13(d) of the Securities Exchange Act of 1934 to beneficially
own all shares of the Company  held of record by the Voting  Trust.  Pursuant to
Rule 13d-4

                                        7
<PAGE>
of the Exchange Act, each such trustee  disclaims such  beneficial  ownership of
any  shares of stock  attributable  to him solely by reason of his  position  as
trustee.

     (b) Mr.  Beagle  and Mr.  Egan  share the power to vote and  dispose of the
shares held of record by the Voting Trust,  the Revocable  Trust and the Marital
Trust.  (Although Mr. Egan is the sole trustee of the Marital Trust,  Mr. Beagle
shares  the power to  dispose  of the  shares in which the  Marital  Trust has a
beneficial  interest  because  under the terms of the Voting  Trust,  the Voting
Trust  trustees  must approve any transfer of shares held in the Voting  Trust.)
Mr.  Beagle and Mr. Egan will continue to have the power to vote shares of Class
B Stock held by the Voting Trust when Voting Trust  certificates  evidencing the
beneficial  interest in such shares are transferred  from the Revocable Trust to
the Foundation.

     (c) As stated above, on July 24, 2001 the Trustees converted 100,000 shares
of Class B Stock into Common Stock and distributed them to the  beneficiary.  On
August 20, 2001,  the Trustees  converted  140,448 shares of Class B Stock in to
Common Stock and sold these shares,  together  with an additional  150 shares of
Common Stock, to the Apollo Group in a private sale for $11.38 per share.

     (d) The Voting  Trust  provides for the  distribution  to holders of Voting
Trust  certificates  of cash payments equal to dividends  received by the Voting
Trust, less reasonable costs of administration.

     Mr. Durwood's surviving spouse,  Pamela Yax Durwood, is sole beneficiary of
the Marital Trust during her lifetime.

     (e) Not applicable

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

     Reference is made to Items 4 and 6 of the Schedule 13 D dated July 14, 1999
for information regarding the Voting Trust.


Item 7. Material to be Filed as Exhibits.

     99.1 Joint Filing Agreement.

     The undersigned represent that each of them is eligible to use Schedule 13D
and acknowledge that the Amendment No. 1 Schedule 13D to which this Joint Filing
Agreement is an exhibit is filed on behalf of each of them, that each of them is
responsible  for  the  timely  filing  of any  amendments  thereto  and  for the
completeness  and  the  accuracy  of  the  information  concerning  such  person
contained therein.

     99.2 Durwood Voting Trust (Amended and Restated 1992 Durwood,  Inc.  Voting
Trust  Agreement dated August 12, 1997).  (Incorporated  by reference to Exhibit
99.2 of the undersigned's Schedule 13D dated July 14, 1999.)

                                        8
<PAGE>
                                   SIGNATURES

     After reasonable inquiry and to the best of his knowledge and belief,  each
of the undersigned certifies that the information set forth in this statement is
true, complete and accurate.


                         /s/ Raymond F. Beagle, Jr.
                             Raymond F. Beagle, Jr.
                             On behalf of and as  successor  trustee of the 1992
                             Durwood, Inc. Voting Trust dated December 12, 1992,
                             as amended  and  restated  on August 12,  1997,  on
                             behalf of and as successor trustee of the Revocable
                             Trust Agreement dated August 14, 1989 of Stanley H.
                             Durwood,  as amended and  restated on May 12, 1999,
                             and as surviving  trustee of the Stanley H. Durwood
                             Foundation


                         /s/ Charles J. Egan, Jr.
                             Charles J. Egan, Jr.
                             On behalf of and as  successor  trustee of the 1992
                             Durwood, Inc. Voting Trust dated December 12, 1992,
                             as amended  and  restated  on August 12,  1997,  on
                             behalf of and as successor trustee of the Revocable
                             Trust Agreement dated August 14, 1989 of Stanley H.
                             Durwood,  as amended and  restated on May 12, 1999,
                             as  surviving  trustee of the  Stanley  H.  Durwood
                             Foundation,  and  as  trustee  of  the  Pamela  Yax
                             Durwood  Marital  Trust  to be  created  under  the
                             Revocable Trust

                                        9

