<SUBMISSION>
<ACCESSION-NUMBER>0000921530-01-500205
<TYPE>SC 13G/A
<PUBLIC-DOCUMENT-COUNT>2
<FILING-DATE>20011010
<GROUP-MEMBERS>ARH CORP.
<GROUP-MEMBERS>FOUR JK CORP.
<GROUP-MEMBERS>HARVEY SANDLER
<GROUP-MEMBERS>JOHN KORNREICH
<GROUP-MEMBERS>MICHAEL J. MAROCCO
<GROUP-MEMBERS>MJDM CORP.
<GROUP-MEMBERS>SANDLER CAPITAL PARTNERS V FTE, L.P.
<GROUP-MEMBERS>SANDLER CAPITAL PARTNERS V GERMANY, L.P.
<GROUP-MEMBERS>SANDLER CAPITAL PARTNERS V, L.P.
<GROUP-MEMBERS>SANDLER INVESTMENT PARTNERS, L.P.
<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 13G/A
<ACT>34
<FILE-NUMBER>005-34911
<FILM-NUMBER>1755966
</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>SANDLER CAPITAL MANAGEMENT
<CIK>0001000742
<ASSIGNED-SIC>0000
<IRS-NUMBER>112792496
<STATE-OF-INCORPORATION>NY
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC 13G/A
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>767 FIFTH AVENUE
<STREET2>45TH FLOOR
<CITY>NEW YORK
<STATE>NY
<ZIP>10153
<PHONE>2127548100
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>767 FIFTH AVENUE
<STREET2>45TH FL
<CITY>NEW YORK
<STATE>NY
<ZIP>10153
</MAIL-ADDRESS>
</FILED-BY>
<DOCUMENT>
<TYPE>SC 13G/A
<SEQUENCE>1
<FILENAME>amc_13ga1.txt
<TEXT>


                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                  SCHEDULE 13G
                                 (Rule 13d-102)

           INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
            RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
                            PURSUANT TO RULE 13d-2(b)

                                (Amendment No. 1)



                             AMC ENTERTAINMENT INC.
--------------------------------------------------------------------------------
                                (Name of Issuer)


                                  Common Stock
--------------------------------------------------------------------------------
                         (Title of Class of Securities)


                                    00169100
--------------------------------------------------------------------------------
                                 (CUSIP Number)

                               September 13, 2001
--------------------------------------------------------------------------------
             (Date of Event Which Requires Filing of this Statement)


Check the  appropriate box to designate the rule pursuant to which this Schedule
is filed:

               [_]   Rule 13d-1(b)
               [X]   Rule 13d-1(c)
               [_]   Rule 13d-1(d)

<PAGE>

CUSIP No. 00169100                         13G                      Page 2 of 27


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

      1        NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

               Sandler Capital Management
--------------------------------------------------------------------------------

      2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP       (a) [_]
                                                                      (b) [_]
--------------------------------------------------------------------------------

      3        SEC USE ONLY
--------------------------------------------------------------------------------
      4        CITIZENSHIP OR PLACE OF ORGANIZATION

               New York
--------------------------------------------------------------------------------
       NUMBER OF                5        SOLE VOTING POWER
         SHARES
      BENEFICIALLY
        OWNED BY                         0
          EACH
       REPORTING
      PERSON WITH
                                6        SHARED VOTING POWER


                                         0*


                                7        SOLE DISPOSITIVE POWER


                                         0

                                8        SHARED DISPOSITIVE POWER


                                         2,133,005
--------------------------------------------------------------------------------
      9        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

               2,133,005 shares of Common Stock
--------------------------------------------------------------------------------
     10        CHECK BOX IF THE  AGGREGATE  AMOUNT IN ROW (9)  EXCLUDES  CERTAIN
               SHARES                                   [_]
--------------------------------------------------------------------------------
     11        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

               9.9%
--------------------------------------------------------------------------------
     12        TYPE OF REPORTING PERSON

               PN
--------------------------------------------------------------------------------

(*) The Reporting Person together with 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 a Securities  Purchase  Agreement,
dated as of June 29,  2001, by and among the Issuer,  certain  Reporting Persons
and certain other persons named in such  Securities  Purchase  Agreement,  for a
period  commencing  on the  Closing  Date and ending on April 19,  2006,  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, the Reporting  Person has no ability to exercise voting power with respect
to the Common Stock following conversion during such time period.

<PAGE>

CUSIP No. 00169100                         13G                      Page 3 of 27

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

      1        NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

               Sandler Capital Partners V, L.P.
--------------------------------------------------------------------------------

      2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP       (a) [_]
                                                                      (b) [_]
--------------------------------------------------------------------------------

      3        SEC USE ONLY
--------------------------------------------------------------------------------
      4        CITIZENSHIP OR PLACE OF ORGANIZATION

               Delaware
--------------------------------------------------------------------------------
       NUMBER OF                5        SOLE VOTING POWER
         SHARES
      BENEFICIALLY
        OWNED BY                         0*
          EACH
       REPORTING
      PERSON WITH
                                6        SHARED VOTING POWER


                                         0


                                7        SOLE DISPOSITIVE POWER


                                         1,516,083

                                8        SHARED DISPOSITIVE POWER


                                         0
--------------------------------------------------------------------------------
      9        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

               1,516,083 shares of Common Stock
--------------------------------------------------------------------------------
     10        CHECK BOX IF THE  AGGREGATE  AMOUNT IN ROW (9)  EXCLUDES  CERTAIN
               SHARES                                   [_]
--------------------------------------------------------------------------------
     11        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

               7.0%
--------------------------------------------------------------------------------
     12        TYPE OF REPORTING PERSON

               PN
--------------------------------------------------------------------------------

(*) The Reporting Person together with 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 a Securities  Purchase  Agreement,
dated as of June 29,  2001, by and among the Issuer,  certain  Reporting Persons
and certain other persons named in such  Securities  Purchase  Agreement,  for a
period  commencing  on the  Closing  Date and ending on April 19,  2006,  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, the Reporting  Person has no ability to exercise voting power with respect
to the Common Stock following conversion during such time period.


<PAGE>

CUSIP No. 00169100                         13G                      Page 4 of 27

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

      1        NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

               Sandler Capital Partners V FTE, L.P.
--------------------------------------------------------------------------------

      2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP       (a) [_]
                                                                      (b) [_]
--------------------------------------------------------------------------------

      3        SEC USE ONLY
--------------------------------------------------------------------------------
      4        CITIZENSHIP OR PLACE OF ORGANIZATION

               Delaware
--------------------------------------------------------------------------------
       NUMBER OF                5        SOLE VOTING POWER
         SHARES
      BENEFICIALLY
        OWNED BY                         0*
          EACH
       REPORTING
      PERSON WITH
                                6        SHARED VOTING POWER


                                         0


                                7        SOLE DISPOSITIVE POWER


                                         560,699

                                8        SHARED DISPOSITIVE POWER


                                         0
--------------------------------------------------------------------------------
      9        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

               560,699 shares of Common Stock
--------------------------------------------------------------------------------
     10        CHECK BOX IF THE  AGGREGATE  AMOUNT IN ROW (9)  EXCLUDES  CERTAIN
               SHARES                                   [_]
--------------------------------------------------------------------------------
     11        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

               2.6%
--------------------------------------------------------------------------------
     12        TYPE OF REPORTING PERSON

               PN
--------------------------------------------------------------------------------

(*) The Reporting Person together with 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 a Securities  Purchase  Agreement,
dated as of June 29,  2001, by and among the Issuer,  certain  Reporting Persons
and certain other persons named in such  Securities  Purchase  Agreement,  for a
period  commencing  on the  Closing  Date and ending on April 19,  2006,  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, the Reporting  Person has no ability to exercise voting power with respect
to the Common Stock following conversion during such time period.


<PAGE>

CUSIP No. 00169100                         13G                      Page 5 of 27

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

      1        NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

               Sandler Capital Partners V Germany, L.P.
--------------------------------------------------------------------------------

      2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP       (a) [_]
                                                                      (b) [_]
--------------------------------------------------------------------------------

      3        SEC USE ONLY
--------------------------------------------------------------------------------
      4        CITIZENSHIP OR PLACE OF ORGANIZATION

               Delaware
--------------------------------------------------------------------------------
       NUMBER OF                5        SOLE VOTING POWER
         SHARES
      BENEFICIALLY
        OWNED BY                         0*
          EACH
       REPORTING
      PERSON WITH
                                6        SHARED VOTING POWER


                                         0


                                7        SOLE DISPOSITIVE POWER


                                         56,223

                                8        SHARED DISPOSITIVE POWER


                                         0
--------------------------------------------------------------------------------
      9        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

               56,223 shares of Common Stock
--------------------------------------------------------------------------------
     10        CHECK BOX IF THE  AGGREGATE  AMOUNT IN ROW (9)  EXCLUDES  CERTAIN
               SHARES                                   [_]
--------------------------------------------------------------------------------
     11        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

               0.3%
--------------------------------------------------------------------------------
     12        TYPE OF REPORTING PERSON

               PN
--------------------------------------------------------------------------------

(*) The Reporting Person together with 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 a Securities  Purchase  Agreement,
dated as of June 29,  2001, by and among the Issuer,  certain  Reporting Persons
and certain other persons named in such  Securities  Purchase  Agreement,  for a
period  commencing  on the  Closing  Date and ending on April 19,  2006,  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, the Reporting  Person has no ability to exercise voting power with respect
to the Common Stock following conversion during such time period.


<PAGE>

CUSIP No. 00169100                         13G                      Page 6 of 27

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

      1        NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

               Sandler Investment Partners, L.P.
--------------------------------------------------------------------------------

      2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP       (a) [_]
                                                                      (b) [_]
--------------------------------------------------------------------------------

      3        SEC USE ONLY
--------------------------------------------------------------------------------
      4        CITIZENSHIP OR PLACE OF ORGANIZATION

               Delaware
--------------------------------------------------------------------------------
       NUMBER OF                5        SOLE VOTING POWER
         SHARES
      BENEFICIALLY
        OWNED BY                         0
          EACH
       REPORTING
      PERSON WITH
                                6        SHARED VOTING POWER


                                         0*


                                7        SOLE DISPOSITIVE POWER


                                         0

                                8        SHARED DISPOSITIVE POWER


                                         2,133,005
--------------------------------------------------------------------------------
      9        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

               2,133,005 shares of Common Stock
--------------------------------------------------------------------------------
     10        CHECK BOX IF THE  AGGREGATE  AMOUNT IN ROW (9)  EXCLUDES  CERTAIN
               SHARES                                   [_]
--------------------------------------------------------------------------------
     11        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

               9.9%
--------------------------------------------------------------------------------
     12        TYPE OF REPORTING PERSON

               PN
--------------------------------------------------------------------------------

(*) The Reporting Person together with 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 a Securities  Purchase  Agreement,
dated as of June 29,  2001, by and among the Issuer,  certain  Reporting Persons
and certain other persons named in such  Securities  Purchase  Agreement,  for a
period  commencing  on the  Closing  Date and ending on April 19,  2006,  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, the Reporting  Person has no ability to exercise voting power with respect
to the Common Stock following conversion during such time period.


<PAGE>

CUSIP No. 00169100                         13G                      Page 7 of 27

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

      1        NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

               MJDM Corp.
--------------------------------------------------------------------------------

      2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP       (a) [_]
                                                                      (b) [_]
--------------------------------------------------------------------------------

      3        SEC USE ONLY
--------------------------------------------------------------------------------
      4        CITIZENSHIP OR PLACE OF ORGANIZATION

               New York
--------------------------------------------------------------------------------
       NUMBER OF                5        SOLE VOTING POWER
         SHARES
      BENEFICIALLY
        OWNED BY                         0
          EACH
       REPORTING
      PERSON WITH
                                6        SHARED VOTING POWER


                                         0*


                                7        SOLE DISPOSITIVE POWER


                                         0

                                8        SHARED DISPOSITIVE POWER


                                         2,133,005
--------------------------------------------------------------------------------
      9        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

               2,133,005 shares of Common Stock
--------------------------------------------------------------------------------
     10        CHECK BOX IF THE  AGGREGATE  AMOUNT IN ROW (9)  EXCLUDES  CERTAIN
               SHARES                                   [_]
--------------------------------------------------------------------------------
     11        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

               9.9%
--------------------------------------------------------------------------------
     12        TYPE OF REPORTING PERSON

               PN
--------------------------------------------------------------------------------

(*) The Reporting Person together with 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 a Securities  Purchase  Agreement,
dated as of June 29,  2001, by and among the Issuer,  certain  Reporting Persons
and certain other persons named in such  Securities  Purchase  Agreement,  for a
period  commencing  on the  Closing  Date and ending on April 19,  2006,  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, the Reporting  Person has no ability to exercise voting power with respect
to the Common Stock following conversion during such time period.

<PAGE>

CUSIP No. 00169100                         13G                      Page 8 of 27

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

      1        NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

               Four JK Corp.
--------------------------------------------------------------------------------

      2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP       (a) [_]
                                                                      (b) [_]
--------------------------------------------------------------------------------

      3        SEC USE ONLY
--------------------------------------------------------------------------------
      4        CITIZENSHIP OR PLACE OF ORGANIZATION

               Delaware
--------------------------------------------------------------------------------
       NUMBER OF                5        SOLE VOTING POWER
         SHARES
      BENEFICIALLY
        OWNED BY                         0
          EACH
       REPORTING
      PERSON WITH
                                6        SHARED VOTING POWER


                                         0*


                                7        SOLE DISPOSITIVE POWER


                                         0

                                8        SHARED DISPOSITIVE POWER


                                         2,133,005
--------------------------------------------------------------------------------
      9        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

               2,133,005 shares of Common Stock
--------------------------------------------------------------------------------
     10        CHECK BOX IF THE  AGGREGATE  AMOUNT IN ROW (9)  EXCLUDES  CERTAIN
               SHARES                                   [_]
--------------------------------------------------------------------------------
     11        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

               9.9%
--------------------------------------------------------------------------------
     12        TYPE OF REPORTING PERSON

               CO
--------------------------------------------------------------------------------

(*) The Reporting Person together with 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 a Securities  Purchase  Agreement,
dated as of June 29,  2001, by and among the Issuer,  certain  Reporting Persons
and certain other persons named in such  Securities  Purchase  Agreement,  for a
period  commencing  on the  Closing  Date and ending on April 19,  2006,  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, the Reporting  Person has no ability to exercise voting power with respect
to the Common Stock following conversion during such time period.


<PAGE>

CUSIP No. 00169100                         13G                      Page 9 of 27

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

      1        NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

               ARH Corp.
--------------------------------------------------------------------------------

      2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP       (a) [_]
                                                                      (b) [_]
--------------------------------------------------------------------------------

      3        SEC USE ONLY
--------------------------------------------------------------------------------
      4        CITIZENSHIP OR PLACE OF ORGANIZATION

               Delaware
--------------------------------------------------------------------------------
       NUMBER OF                5        SOLE VOTING POWER
         SHARES
      BENEFICIALLY
        OWNED BY                         0
          EACH
       REPORTING
      PERSON WITH
                                6        SHARED VOTING POWER


                                         0*


                                7        SOLE DISPOSITIVE POWER


                                         0

                                8        SHARED DISPOSITIVE POWER


                                         2,133,005
--------------------------------------------------------------------------------
      9        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

               2,133,005 shares of Common Stock
--------------------------------------------------------------------------------
     10        CHECK BOX IF THE  AGGREGATE  AMOUNT IN ROW (9)  EXCLUDES  CERTAIN
               SHARES                                   [_]
--------------------------------------------------------------------------------
     11        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

               9.9%
--------------------------------------------------------------------------------
     12        TYPE OF REPORTING PERSON

               CO
--------------------------------------------------------------------------------

(*) The Reporting Person together with 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 a Securities  Purchase  Agreement,
dated as of June 29,  2001, by and among the Issuer,  certain  Reporting Persons
and certain other persons named in such  Securities  Purchase  Agreement,  for a
period  commencing  on the  Closing  Date and ending on April 19,  2006,  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, the Reporting  Person has no ability to exercise voting power with respect
to the Common Stock following conversion during such time period.


<PAGE>

CUSIP No. 00169100                         13G                     Page 10 of 27

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

      1        NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

               Harvey Sandler
--------------------------------------------------------------------------------

      2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP       (a) [_]
                                                                      (b) [_]
--------------------------------------------------------------------------------

      3        SEC USE ONLY
--------------------------------------------------------------------------------
      4        CITIZENSHIP OR PLACE OF ORGANIZATION

               United States
--------------------------------------------------------------------------------
       NUMBER OF                5        SOLE VOTING POWER
         SHARES
      BENEFICIALLY
        OWNED BY                         115,000
          EACH
       REPORTING
      PERSON WITH
                                6        SHARED VOTING POWER


                                         0*


                                7        SOLE DISPOSITIVE POWER


                                         115,000

                                8        SHARED DISPOSITIVE POWER


                                         2,153,005
--------------------------------------------------------------------------------
      9        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

               2,268,005 shares of Common Stock
--------------------------------------------------------------------------------
     10        CHECK BOX IF THE  AGGREGATE  AMOUNT IN ROW (9)  EXCLUDES  CERTAIN
               SHARES                                   [_]
--------------------------------------------------------------------------------
     11        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

               10.4%
--------------------------------------------------------------------------------
     12        TYPE OF REPORTING PERSON

               IN
--------------------------------------------------------------------------------

(*) The Reporting Person together with 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 a Securities  Purchase  Agreement,
dated as of June 29,  2001, by and among the Issuer,  certain  Reporting Persons
and certain other persons named in such  Securities  Purchase  Agreement,  for a
period  commencing  on the  Closing  Date and ending on April 19,  2006,  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, the Reporting  Person has no ability to exercise voting power with respect
to the Common Stock following conversion during such time period.


<PAGE>

CUSIP No. 00169100                         13G                     Page 11 of 27

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

      1        NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

               Michael J. Marocco
--------------------------------------------------------------------------------

      2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP       (a) [_]
                                                                      (b) [_]
--------------------------------------------------------------------------------

      3        SEC USE ONLY
--------------------------------------------------------------------------------
      4        CITIZENSHIP OR PLACE OF ORGANIZATION

               United States
--------------------------------------------------------------------------------
       NUMBER OF                5        SOLE VOTING POWER
         SHARES
      BENEFICIALLY
        OWNED BY                         0
          EACH
       REPORTING
      PERSON WITH
                                6        SHARED VOTING POWER


                                         0*


                                7        SOLE DISPOSITIVE POWER


                                         0

                                8        SHARED DISPOSITIVE POWER


                                         2,133,005
--------------------------------------------------------------------------------
      9        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

               2,133,005 shares of Common Stock
--------------------------------------------------------------------------------
     10        CHECK BOX IF THE  AGGREGATE  AMOUNT IN ROW (9)  EXCLUDES  CERTAIN
               SHARES                                   [_]
--------------------------------------------------------------------------------
     11        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

               9.9%
--------------------------------------------------------------------------------
     12        TYPE OF REPORTING PERSON

               IN
--------------------------------------------------------------------------------

(*) The Reporting Person together with 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 a Securities  Purchase  Agreement,
dated as of June 29,  2001, by and among the Issuer,  certain  Reporting Persons
and certain other persons named in such  Securities  Purchase  Agreement,  for a
period  commencing  on the  Closing  Date and ending on April 19,  2006,  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, the Reporting  Person has no ability to exercise voting power with respect
to the Common Stock following conversion during such time period.


<PAGE>

CUSIP No. 00169100                         13G                     Page 12 of 27

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

      1        NAME OF REPORTING PERSONS
               I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

               John Kornreich
--------------------------------------------------------------------------------

      2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP       (a) [_]
                                                                      (b) [_]
--------------------------------------------------------------------------------

      3        SEC USE ONLY
--------------------------------------------------------------------------------
      4        CITIZENSHIP OR PLACE OF ORGANIZATION

               United States
--------------------------------------------------------------------------------
       NUMBER OF                5        SOLE VOTING POWER
         SHARES
      BENEFICIALLY
        OWNED BY                         0
          EACH
       REPORTING
      PERSON WITH
                                6        SHARED VOTING POWER


                                         0*


                                7        SOLE DISPOSITIVE POWER


                                         0

                                8        SHARED DISPOSITIVE POWER


                                         2,133,005
--------------------------------------------------------------------------------
      9        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

               2,133,005 shares of Common Stock
--------------------------------------------------------------------------------
     10        CHECK BOX IF THE  AGGREGATE  AMOUNT IN ROW (9)  EXCLUDES  CERTAIN
               SHARES                                   [_]
--------------------------------------------------------------------------------
     11        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

               9.9%
--------------------------------------------------------------------------------
     12        TYPE OF REPORTING PERSON

               IN
--------------------------------------------------------------------------------

(*) The Reporting Person together with 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 a Securities  Purchase  Agreement,
dated as of June 29,  2001, by and among the Issuer,  certain  Reporting Persons
and certain other persons named in such  Securities  Purchase  Agreement,  for a
period  commencing  on the  Closing  Date and ending on April 19,  2006,  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, the Reporting  Person has no ability to exercise voting power with respect
to the Common Stock following conversion during such time period.


<PAGE>

CUSIP No. 00169100                         13G                     Page 13 of 27

SCHEDULE 13G


Item 1.

        (a)          Name of Issuer:  AMC Entertainment Inc.

        (b)          Address of Issuer's Principal Executive Offices:
                     106 West 14th Street
                     Kansas City, Missouri  64141

Item 2.

1.      (a)          Name of Person Filing:  Sandler Capital Management

        (b)          Address  of  Principal   Business  Office,   or,  if  none,
                     Residence:
                     767 Fifth Avenue
                     New York, New York  10153

        (c)          Citizenship or Place of Organization:
                     Sandler  Capital   Management  is  a  general   partnership
                     organized under the laws of the State of New York.

        (d)          Title of Class of  Securities:  Common Stock,  66 2/3 cents
                     par value

        (e)          CUSIP Number:  001669100

2.      (a)          Name of Person  Filing:  Sandler  Capital  Partners V, L.P.
                     ("Sandler V")

        (b)          Address  of  Principal   Business  Office,   or,  if  none,
                     Residence:
                     767 Fifth Avenue
                     New York, New York  10153

        (c)          Citizenship or Place of Organization:
                     Sandler V is a limited partnership organized under the laws
                     of the State of Delaware.

        (d)          Title of Class of  Securities:  Common Stock,  66 2/3 cents
                     par value

        (e)          CUSIP Number:  001669100

3.      (a)          Name of Person Filing: Sandler Capital Partners V FTE, L.P.
                     ("Sandler V FTE")

        (b)          Address  of  Principal   Business  Office,   or,  if  none,
                     Residence:
                     767 Fifth Avenue
                     New York, New York  10153

<PAGE>

CUSIP No. 00169100                         13G                     Page 13 of 27



        (c)          Citizenship or Place of Organization:
                     Sandler V FTE is a limited partnership  organized under the
                     laws of the State of Delaware.

        (d)          Title of Class of  Securities:  Common Stock,  66 2/3 cents
                     par value

        (e)          CUSIP Number:  001669100

4.      (a)          Name of Person Filing:  Sandler Capital Partners V Germany,
                     L.P. ("Sandler V Germany")

        (b)          Address  of  Principal   Business  Office,   or,  if  none,
                     Residence:
                     767 Fifth Avenue
                     New York, New York  10153

        (c)          Citizenship or Place of Organization:
                     Sandler V Germany is a limited partnership  organized under
                     the laws of the State of Delaware.

        (d)          Title of Class of  Securities:  Common Stock,  66 2/3 cents
                     par value

        (e)          CUSIP Number:  001669100

5.      (a)          Name of Person Filing:  Sandler Investment Partners, L.P.

        (b)          Address  of  Principal   Business  Office,   or,  if  none,
                     Residence:
                     767 Fifth Avenue
                     New York, New York  10153

        (c)          Citizenship or Place of Organization:
                     Sandler Investment Partners,  L.P. is a limited partnership
                     organized under the laws of the State of Delaware.

        (d)          Title of Class of  Securities:  Common Stock,  66 2/3 cents
                     par value

        (e)          CUSIP Number:  001669100

6.      (a)          Name of Person Filing:  MJDM Corp.

        (b)          Address  of  Principal   Business  Office,   or,  if  none,
                     Residence:
                     767 Fifth Avenue
                     New York, New York  10153
<PAGE>

CUSIP No. 00169100                         13G                     Page 15 of 27

        (c)          Citizenship or Place of Organization:
                     MJDM Corp. is a corporation organized under the laws of the
                     State of New York.

        (d)          Title of Class of  Securities:  Common Stock,  66 2/3 cents
                     par value

        (e)          CUSIP Number:  001669100

7.     (a)           Name of Person Filing:  Four JK Corp.

        (b)          Address  of  Principal   Business  Office,   or,  if  none,
                     Residence:
                     767 Fifth Avenue
                     New York, New York  10153

        (c)          Citizenship or Place of Organization:
                     Four JK Corp. is a corporation  organized under the laws of
                     the State of Delaware.

        (d)          Title of Class of  Securities:  Common Stock,  66 2/3 cents
                     par value

        (e)          CUSIP Number:  001669100

8.      (a)          Name of Person Filing:  ARH Corp.

        (b)          Address  of  Principal   Business  Office,   or,  if  none,
                     Residence:
                     767 Fifth Avenue
                     New York, New York  10153

        (c)          Citizenship or Place of Organization:
                     ARH Corp. is a corporation  organized under the laws of the
                     State of Delaware.

        (d)          Title of Class of  Securities:  Common Stock,  66 2/3 cents
                     par value

        (e)          CUSIP Number:  001669100

9.      (a)          Name of Person Filing:  Harvey Sandler

        (b)          Address  of  Principal   Business  Office,   or,  if  none,
                     Residence:
                     Sandler Enterprises
                     1555 North Park Drive, Suite 101
                     Weston, Florida  33326

        (c)          Citizenship or Place of Organization:  United States

        (d)          Title of Class of  Securities:  Common Stock,  66 2/3 cents
                     par value

        (e)          CUSIP Number:  001669100

<PAGE>

CUSIP No. 00169100                         13G                     Page 16 of 27


10.     (a)          Name of Person Filing:  Michael J. Marocco

        (b)          Address  of  Principal   Business  Office,   or,  if  none,
                     Residence:
                     767 Fifth Avenue
                     New York, New York  10153

        (c)          Citizenship or Place of Organization:  United States

        (d)          Title of Class of  Securities:  Common Stock,  66 2/3 cents
                     par value

        (e)          CUSIP Number:  001669100

11.     (a)          Name of Person Filing:  John Kornreich

        (b)          Address  of  Principal   Business  Office,   or,  if  none,
                     Residence:
                     767 Fifth Avenue
                     New York, New York  10153

        (c)          Citizenship or Place of Organization:  United States

        (d)          Title of Class of  Securities:  Common Stock,  66 2/3 cents
                     par value

        (e)          CUSIP Number:  001669100

Item 3.              If This Statement is Filed  Pursuant to Rule  13d-1(b),  or
                     13d-2(b) or (c), Check Whether the Person Filing is a:

                     Not applicable.

Item 4.              Ownership.

                     Provide the following  information  regarding the aggregate
                     number and  percentage  of the class of  securities  of the
                     issuer identified in Item 1.

                     1.  Sandler Capital Management:

                     (a)       Amount beneficially owned: 2,133,005(1)(3) shares
                               of Common Stock,  66 2/3 cents par value,  of AMC
                               Entertainment Inc. Reporting Person is managed by
                               a   committee   (the   "Management    Committee")
                               consisting of the principle  stockholders  of ARH
                               Corp.,  MJDM  Corp.,  and Four JK  Corp.  (Harvey
                               Sandler,  Michael J. Marocco and John Kornreich).
                               All decisions  regarding Sandler V, Sandler V FTE
                               and  Sandler  V  Germany's   investment   in  the
                               securities  of the Issuer  require the consent of
                               the   Management   Committee.   Sandler   Capital
                               Management is the general partner of Sandler

<PAGE>

CUSIP No. 00169100                         13G                     Page 17 of 27

                               Investment  Partners,  L.P., which is the general
                               partner of Sandler V, Sandler V FTE and Sandler V
                               Germany.

                     (b)       Percent of class: 9.9%

                     (c)       Number of shares as to which the person has:

                              (i)    Sole power to vote or to direct the vote: 0
                                     shares

                              (ii)   Shared power to vote or to direct the vote:
                                     0(2) shares

                              (iii)  Sole  power to  dispose  or to  direct  the
                                     disposition of: 0 shares

                              (iv)   Shared  power to  dispose  or to direct the
                                     disposition of: 2,133,005(1) shares

                     2.  Sandler Capital Partners V, L.P.:

                     (a)       Amount  beneficially  owned:  1,516,083 shares of
                               Common  Stock,  66 2/3  cents par  value,  of AMC
                               Entertainment Inc.

                     (b)       Percent of class:   7.0%

                     (c)       Number of shares as to which the person has:

                              (i)    Sole power to vote or to direct the vote: 0
                                     (2) shares

                              (ii)   Shared power to vote or to direct the vote:
                                     0 shares

                              (iii)  Sole  power to  dispose  or to  direct  the
                                     disposition of: 1,516,083 shares

                              (iv)   Shared  power to  dispose  or to direct the
                                     disposition of: 0 shares

                     3.  Sandler Capital Partners V FTE, L.P.:

                     (a)       Amount  beneficially  owned:  560,699  shares  of
                               Common  Stock,  66 2/3  cents par  value,  of AMC
                               Entertainment Inc.

                     (b)       Percent of class:   2.6%

                     (c)       Number of shares as to which the person has:

                              (i)    Sole  power to vote or to direct  the vote:
                                     0(2) shares

<PAGE>

CUSIP No. 00169100                         13G                     Page 18 of 27

                              (ii)   Shared power to vote or to direct the vote:
                                     0 shares

                              (iii)  Sole  power to  dispose  or to  direct  the
                                     disposition of: 560,699 shares

                              (iv)   Shared  power to  dispose  or to direct the
                                     disposition of: 0 shares

                     4.  Sandler Capital Partners V Germany, L.P.

                     (a)       Amount   beneficially  owned:  56,223  shares  of
                               Common  Stock,  66 2/3  cents par  value,  of AMC
                               Entertainment Inc.

                     (b)       Percent of class:   0.3%

                     (c)       Number of shares as to which the person has:

                              (i)    Sole  power to vote or to direct  the vote:
                                     0(2) shares

                              (ii)   Shared power to vote or to direct the vote:
                                     0 shares

                              (iii)  Sole  power to  dispose  or to  direct  the
                                     disposition of: 56,223 shares

                              (iv)   Shared  power to  dispose  or to direct the
                                     disposition of: 0 shares

                     5.  Sandler Investment Partners, L.P.:

                     (a)       Amount  beneficially   owned:   2,133,005  (1)(3)
                               shares of Common  Stock,  66 2/3 cents par value,
                               of  AMC  Entertainment  Inc.  Sandler  Investment
                               Partners,  L.P. is the general partner of Sandler
                               V, Sandler V FTE and Sandler V Germany.

                     (b)       Percent of class:  9.9%

                     (c)       Number of shares as to which the person has:

                              (i)    Sole  power to vote or to direct the vote:
                                     0 shares

                              (ii)   Shared  power  to  vote or to  direct  the
                                     vote: 0(2) shares

                              (iii)  Sole  power to  dispose  or to direct  the
                                     disposition of: 0 shares
<PAGE>

CUSIP No. 00169100                         13G                     Page 19 of 27

                              (iv)   Shared  power to  dispose or to direct the
                                     disposition of: 2,133,005(1) shares

                     6.  ARH Corp.:

                     (a)       Amount beneficially owned: 2,133,005(1)(3) shares
                               of Common Stock,  66 2/3 cents par value,  of AMC
                               Entertainment  Inc. Reporting Person is a general
                               partner of Sandler Capital  Management,  which is
                               the   general   partner  of  Sandler   Investment
                               Partners,  L.P.,  which is the general partner of
                               Sandler V, Sandler V FTE and Sandler V Germany.

                     (b)       Percent of class:  9.9%

                     (c)       Number of shares as to which the person has:

                              (i)    Sole power to vote or to direct the vote: 0
                                     shares

                              (ii)   Shared power to vote or to direct the vote:
                                     0(2) shares

                              (iii)  Sole  power to  dispose  or to  direct  the
                                     disposition of: 0 shares

                              (iv)   Shared  power to  dispose  or to direct the
                                     disposition of: 2,133,005(1) shares

                     7.  MJDM Corp.:

                     (a)       Amount beneficially owned: 2,133,005(1)(3) shares
                               of Common Stock,  66 2/3 cents par value,  of AMC
                               Entertainment  Inc. Reporting Person is a general
                               partner of Sandler Capital  Management,  which is
                               the   general   partner  of  Sandler   Investment
                               Partners,  L.P.,  which is the general partner of
                               Sandler V, Sandler V FTE and Sandler V Germany.

                     (b)       Percent of class:  9.9%

                     (c)       Number of shares as to which the person has:

                              (i)    Sole power to vote or to direct the vote: 0
                                     shares

                              (ii)   Shared power to vote or to direct the vote:
                                     0(2) shares

                              (iii)  Sole  power to  dispose  or to  direct  the
                                     disposition of: 0 shares

                              (iv)   Shared  power to  dispose  or to direct the
                                     disposition of: 2,133,005(1) shares

<PAGE>

CUSIP No. 00169100                         13G                     Page 20 of 27

                     8.  Four JK Corp.:

                     (a)       Amount beneficially owned: 2,133,005(1)(3) shares
                               of Common Stock,  66 2/3 cents par value,  of AMC
                               Entertainment  Inc. Reporting Person is a general
                               partner of Sandler Capital  Management,  which is
                               the   general   partner  of  Sandler   Investment
                               Partners,  L.P.,  which is the general partner of
                               Sandler V, Sandler V FTE and Sandler V Germany.

                     (b)       Percent of class:  9.9%

                     (c)       Number of shares as to which the person has:

                              (i)    Sole power to vote or to direct the vote: 0
                                     shares

                              (ii)   Shared power to vote or to direct the vote:
                                     0(2) shares

                              (iii)  Sole  power to  dispose  or to  direct  the
                                     disposition of: 0 shares

                              (iv)   Shared  power to  dispose  or to direct the
                                     disposition of: 2,133,005(1) shares

                     9.  Harvey Sandler:

                     (a)       Amount  beneficially  owned:   2,268,005(1)(3)(4)
                               shares of Common  Stock,  66 2/3 cents par value,
                               of AMC Entertainment Inc. Reporting Person is the
                               sole  shareholder  of ARH Corp.,  a member of the
                               Management    Committee   of   Sandler    Capital
                               Management  and a  Managing  Director  of Sandler
                               Capital Management,  which is the general partner
                               of Sandler Investment Partners, L.P., the general
                               partner of Sandler V, Sandler V FTE and Sandler V
                               Germany.

                     (b)       Percent of class:  10.4%

                     (c)       Number of shares as to which the person has:

                              (i)    Sole  power to vote or to direct  the vote:
                                     115,000 shares

                              (ii)   Shared power to vote or to direct the vote:
                                     0(2) shares

                              (iii)  Sole  power to  dispose  or to  direct  the
                                     disposition of: 115,000 shares

                              (iv)   Shared  power to  dispose  or to direct the
                                     disposition of: 2,268,005(1) shares

<PAGE>

CUSIP No. 00169100                         13G                     Page 21 of 27

                     10.  Michael J. Marocco:

                     (a)       Amount beneficially owned: 2,133,005(1)(3) shares
                               of Common Stock,  66 2/3 cents par value,  of AMC
                               Entertainment  Inc.  Reporting Person is the sole
                               shareholder  of  MJDM  Corp.,  a  member  of  the
                               Management    Committee   of   Sandler    Capital
                               Management  and a  Managing  Director  of Sandler
                               Capital Management,  which is the general partner
                               of Sandler Investment Partners, L.P., the general
                               partner of Sandler V, Sandler V FTE and Sandler V
                               Germany.

                     (b)       Percent of class:  9.9%

                     (c)       Number of shares as to which the person has:

                              (i)    Sole power to vote or to direct the vote: 0
                                     shares

                              (ii)   Shared power to vote or to direct the vote:
                                     0(2) shares

                              (iii)  Sole  power to  dispose  or to  direct  the
                                     disposition of: 0 shares

                              (iv)   Shared  power to  dispose  or to direct the
                                     disposition of: 2,133,005(1) shares

                     11.  John Kornreich:

                     (a)       Amount beneficially owned: 2,133,005(1)(3) shares
                               of Common Stock,  66 2/3 cents par value,  of AMC
                               Entertainment   Inc.   Reporting  Person  is  the
                               majority  shareholder  of Four JK Corp., a member
                               of the  Management  Committee of Sandler  Capital
                               Management  and a  Managing  Director  of Sandler
                               Capital Management,  which is the general partner
                               of Sandler Investment Partners, L.P., the general
                               partner of Sandler V,  Sandler V FTE, and Sandler
                               V Germany.

                     (b)       Percent of class:  9.9%

                     (c)       Number of shares as to which the person has:

                              (i)    Sole power to vote or to direct the vote: 0
                                     shares

                              (ii)   Shared power to vote or to direct the vote:
                                     0(2) shares

                              (iii)  Sole  power to  dispose  or to  direct  the
                                     disposition of: 0 shares

                              (iv)   Shared  power to  dispose  or to direct the
                                     disposition of: 2,133,005(1) shares

<PAGE>

CUSIP No. 00169100                         13G                     Page 22 of 27

_________________________

(1)      Includes   1,516,083,   560,699  and  56,223  shares  of  Common  Stock
         beneficially  owned by Sandler V,  Sandler V FTE and Sandler V Germany,
         respectively.
(2)      The Reporting Person together with 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
         a Securities  Purchase  Agreement,  dated as of June 29,  2001,  by and
         among the Issuer,  certain  Reporting Persons and certain other persons
         named in such Securities Purchase Agreement, for a period commencing on
         the  Closing  Date and ending on April 19,  2006,  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, the Reporting Person has no ability to exercise voting power with
         respect to the  Common  Stock  following  conversion  during  such time
         period
(3)      The reporting person disclaims beneficial ownership of these securities
         except to the extent of his/her/its equity interest therein.
(4)      Includes  20,000 shares of Common Stock owned by Phyllis  Sandler,  the
         wife of Harvey Sandler.

Item 5.              Ownership of Five Percent or Less of a Class.

                     As  of  the  date  hereof,   Sandler  Associates,   Sandler
                     Mezzanine General Partnership,  Sandler Mezzanine Partners,
                     L.P.,   Sandler  Mezzanine  T-E  Partners,   L.P.,  Sandler
                     Mezzanine Foreign Partners,  L.P.,  Sandler  Communications
                     Offshore Fund,  Inc., ARPH Media Corp.,  EMEBE Media Corp.,
                     Kornreich   Media  Corp.,   MJM  Media  Corp.,   Edward  G.
                     Grinacoff,  Andrew  Sandler,  Hannah Stone and David Lee do
                     not beneficially own any Common Stock of the Issuer.  As of
                     the date hereof,  each of Michelle C. Schimmel,  Douglas E.
                     Schimmel  and Phyllis  Sandler  beneficially  own less than
                     five percent (5%) of the Common Stock of the Issuer.

Item 6.              Ownership  of More Than Five  Percent  on Behalf of Another
                     Person.

                     See Item 4.

Item 7.              Identification  and  Classification of the Subsidiary which
                     Acquired  the  Security  Being  Reported  on by the  Parent
                     Holding Company or Control Person.

                     Not applicable.

<PAGE>

CUSIP No. 00169100                         13G                     Page 23 of 27

Item 8.              Identification and Classification of Members of the Group.

                     See Exhibit A for Joint Filing Agreement.

Item 9.              Notice of Dissolution of Group.

                     Not applicable.

Item 10.             Certifications.

                     By signing below each party  certifies that, to the best of
                     his,  her or  its  knowledge  and  belief,  the  securities
                     referred  to above were not  acquired  and are not held for
                     the   purpose  of  or  with  the  effect  of   changing  or
                     influencing the control of the issuer of the securities and
                     were not acquired and are not held in connection with or as
                     a  participant  in any  transaction  having that purpose or
                     effect.


<PAGE>

CUSIP No. 00169100                         13G                     Page 24 of 27


                                    SIGNATURE

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

Date:  October 10, 2001                 SANDLER CAPITAL MANAGEMENT
                                        By:  MJDM Corp., a general partner

                                        By: /s/ Moira Mitchell
                                            ------------------------------------
                                        Name:  Moira Mitchell
                                        Title: President

Date:  October 10, 2001                 SANDLER CAPITAL PARTNERS V, L.P.
                                        By:  Sandler Investment Partners, L.P.,
                                             general partner
                                        By:  Sandler Capital Management,
                                             general partner
                                        By:  MJDM Corp., a general partner

                                        By: /s/ Moira Mitchell
                                            ------------------------------------
                                            Name:  Moira Mitchell
                                            Title: President

Date:  October 10, 2001                 SANDLER CAPITAL PARTNERS V FTE, L.P.
                                        By:  Sandler Investment Partners, L.P.,
                                             general partner
                                        By:  Sandler Capital Management,
                                             general partner
                                        By:  MJDM Corp., a general partner

                                        By: /s/ Moira Mitchell
                                            ------------------------------------
                                            Name:  Moira Mitchell
                                            Title: President

Date:  October 10, 2001                 SANDLER CAPITAL PARTNERS V GERMANY, L.P.
                                        By:  Sandler Investment Partners, L.P.,
                                             general partner
                                        By:  Sandler Capital Management,
                                             general partner
                                        By:  MJDM Corp., a general partner

                                        By: /s/ Moira Mitchell
                                            ------------------------------------
                                            Name:  Moira Mitchell
                                            Title: President


<PAGE>

CUSIP No. 00169100                         13G                     Page 25 of 27

Date:  October 10, 2001                 SANDLER INVESTMENT PARTNERS, L.P.
                                        By:  Sandler Capital Management,
                                             general partner
                                        By:  MJDM Corp., a general partner

                                        By: /s/ Moira Mitchell
                                            ------------------------------------
                                            Name:  Moira Mitchell
                                            Title: President

Date:  October 10, 2001                 ARH CORP.


                                        By: /s/ Moira Mitchell
                                            ------------------------------------
                                            Name:  Moira Mitchell
                                            Title: Secretary

Date:  October 10, 2001                 MJDM CORP.


                                        By: /s/ Moira Mitchell
                                            ------------------------------------
                                            Name:  Moira Mitchell
                                            Title: President

Date:  October 10, 2001                 FOUR JK CORP.


                                        By: /s/ Moira Mitchell
                                            ------------------------------------
                                            Name:  Moira Mitchell
                                            Title: President


Date:  October 10, 2001                 By: /s/ Harvey Sandler
                                            ------------------------------------
                                            Harvey Sandler


Date:  October 10, 2001                 By: /s/ Michael J. Marocco
                                            ------------------------------------
                                            Michael J. Marocco


Date:  October 10, 2001                 By: /s/ John Kornreich
                                            ------------------------------------
                                            Name:  John Kornreich




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>amc-jtagmt_13ga1.txt
<DESCRIPTION>EXHIBIT A - JOINT FILING AGREEMENT
<TEXT>

CUSIP No. 00169100                         13G                     Page 26 of 27


Exhibit A

                             JOINT FILING AGREEMENT

         In accordance  with Rule 13d-1(f) under the Securities  Exchange Act of
1934, as amended,  the undersigned hereby agree to the joint filing on behalf of
each of them of a statement on Schedule 13G (including  amendments thereto) with
respect to the Common Stock of AMC Entertainment, Inc and that this Agreement be
included as an Exhibit to such statement.

         IN WITNESS  WHEREOF,  the  undersigned  hereby  execute this  Agreement
effective as of the 10th day of October, 2001.

Date:  October 10, 2001                 SANDLER CAPITAL MANAGEMENT
                                        By:  MJDM Corp., a general partner

                                        By: /s/ Moira Mitchell
                                            ------------------------------------
                                        Name:  Moira Mitchell
                                        Title: President

Date:  October 10, 2001                 SANDLER CAPITAL PARTNERS V, L.P.
                                        By:  Sandler Investment Partners, L.P.,
                                             general partner
                                        By:  Sandler Capital Management,
                                             general partner
                                        By:  MJDM Corp., a general partner

                                        By: /s/ Moira Mitchell
                                            ------------------------------------
                                            Name:  Moira Mitchell
                                            Title: President

Date:  October 10, 2001                 SANDLER CAPITAL PARTNERS V FTE, L.P.
                                        By:  Sandler Investment Partners, L.P.,
                                             general partner
                                        By:  Sandler Capital Management,
                                             general partner
                                        By:  MJDM Corp., a general partner

                                        By: /s/ Moira Mitchell
                                            ------------------------------------
                                            Name:  Moira Mitchell
                                            Title: President

<PAGE>

CUSIP No. 00169100                         13G                     Page 27 of 27

Date:  October 10, 2001                 SANDLER CAPITAL PARTNERS V GERMANY, L.P.
                                        By:  Sandler Investment Partners, L.P.,
                                             general partner
                                        By:  Sandler Capital Management,
                                             general partner
                                        By:  MJDM Corp., a general partner

                                        By: /s/ Moira Mitchell
                                            ------------------------------------
                                            Name:  Moira Mitchell
                                            Title: President

Date:  October 10, 2001                 SANDLER INVESTMENT PARTNERS, L.P.
                                        By:  Sandler Capital Management,
                                             general partner
                                        By:  MJDM Corp., a general partner

                                        By: /s/ Moira Mitchell
                                            ------------------------------------
                                            Name:  Moira Mitchell
                                            Title: President

Date:  October 10, 2001                 ARH CORP.


                                        By: /s/ Moira Mitchell
                                            ------------------------------------
                                            Name:  Moira Mitchell
                                            Title: Secretary

Date:  October 10, 2001                 MJDM CORP.


                                        By: /s/ Moira Mitchell
                                            ------------------------------------
                                            Name:  Moira Mitchell
                                            Title: President

Date:  October 10, 2001                 FOUR JK CORP.


                                        By: /s/ Moira Mitchell
                                            ------------------------------------
                                            Name:  Moira Mitchell
                                            Title: President


Date:  October 10, 2001                 By: /s/ Harvey Sandler
                                            ------------------------------------
                                            Harvey Sandler


Date:  October 10, 2001                 By: /s/ Michael J. Marocco
                                            ------------------------------------
                                            Michael J. Marocco


Date:  October 10, 2001                 By: /s/ John Kornreich
                                            ------------------------------------
                                            Name:  John Kornreich




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