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                                              EXHIBIT 4.1 (c)



                       FIFTH AMENDMENT


     THIS FIFTH AMENDMENT, dated as of April 10, 2001 (this
"Amendment"), is among AMC ENTERTAINMENT INC., a Delaware corporation
(the "Borrower"), and the Lenders (as defined below) signatories hereto.


                     W I T N E S S E T H:

     WHEREAS, the Borrower, certain financial institutions from time to
time parties thereto (collectively, the "Lenders"), The Bank of Nova
Scotia as administrative agent for the Lenders (the "Administrative
Agent") and Bank of America National Trust and Savings Association as
documentation agent (the "Documentation Agent") are parties to the
Amended and Restated Credit Agreement, dated as of April 10, 1997 ( as
further amended, supplemented, amended and restated or otherwise
modified prior to the date hereof, the "Existing Credit Agreement");

     WHEREAS, the Borrower has requested that the Lenders amend the
Existing Credit Agreement in certain respects, as described below; and

     WHEREAS, the Lenders have agreed, subject to the terms and
conditions set forth herein, to amend the Existing Credit Agreement as
set forth below (the Existing Credit Agreement, as amended by this
Amendment, being referred to as the "Credit Agreement");

     NOW, THEREFORE, in consideration of the agreements herein
contained, and for other valuable consideration receipt of which is
hereby acknowledged, the parties hereto hereby agree as follows.


                            PART I
                         DEFINITIONS

     SUBPART 1.1.  Definitions.  Terms for which meanings are provided
in the Existing Credit Agreement are, unless otherwise defined herein or
the context otherwise requires, used in this Amendment with such
meanings.


                           PART II
                     AMENDMENTS TO THE
                 EXISTING CREDIT AGREEMENT

     Effective on (and subject to the occurrence of) the Fifth
Amendment Effective Date (as defined in Subpart 3.1), the Existing
Credit Agreement is hereby amended in accordance with this Part.

     SUBPART 2.1.  Amendments to Article I.  Article I of the Existing
Credit Agreement is hereby amended as set forth in Subparts 2.1.1 and
2.1.2.

     SUBPART 2.1.1.  Section 1.1 of the Existing Credit Agreement is
hereby amended by inserting the following definitions in such Section in
the appropriate alphabetical sequence:

                    "Apollo" means (i) Apollo Management IV, L.P., a Delaware
          limited partnership, in its capacity as investment manager
          to the Apollo IV Holders; (ii) Apollo Management V, L.P., a
          Delaware limited partnership, in its capacity as investment
          manager to the Apollo V Holders; and (iii) their Affiliates.

                    "Apollo Group" means (i) Apollo; (ii) the Apollo Holders;
          (iii) any Affiliate of Apollo (including the Apollo
          Holders); and (iv) any Person with whom Apollo or any Apollo
          Holder may be deemed as part of a "group" within the meaning
          of Section 13(d)(3) of the Exchange Act.

                    "Apollo Holders" means (i) Apollo Investment Fund IV, L.P.,
          a Delaware limited partnership ("AIF IV"), and Apollo
          Overseas Partners IV, L.P., a Cayman Islands exempted
          limited partnership ("AOP IV" (collectively with AIF IV,
          referred to as the "Apollo IV Holders")) and any other
          partnership or entity affiliated with and managed by Apollo
          to which either AIF IV or AOP IV assigns any of their
          respective interests in or to the Preferred Stock; and (ii)
          Apollo Investment Fund V, L.P., a Delaware limited
          partnership ("AIF V) and Apollo Overseas Partners V, L.P., a
          Cayman Islands exempted limited partnership ("AOP V"
          (collectively with AIF V, referred to as the "Apollo V
          Holders")) and any other partnership or entity affiliated
          with and managed by Apollo to which either AIF V or AOP V
          assigns any of their respective interests in or to the
          Preferred Stock.

               "Fifth Amendment" means the Fifth Amendment, dated as of
     April 10, 2001, among the Borrower and the Lenders party thereto.

               "Fifth Amendment Effective Date" is defined in Subpart 3.1
     of the Fifth Amendment.

                    "Permitted Investors" means, collectively, the Durwood
          Interests and the Apollo Group.

                    "Preferred Stock" means the preferred Capital Stock to be
          issued by the Borrower on the Fifth Amendment Effective
          Date, the terms of which are set forth on the annex to the
          Closing Certificate delivered pursuant to the Fifth
          Amendment.

     SUBPART 2.1.2.  Section 1.1 of the Existing Credit Agreement is
hereby further amended as follows:

               (a) Clause (d) of the definition of "Change in Control" is
     hereby amended by deleting "the Durwood Interests", and inserting
     "the Permitted Investors" in its place.



                           PART III
                 CONDITIONS TO EFFECTIVENESS

     SUBPART 3.1.  Effective Date and Conditions.  This Amendment shall
become effective on the date (the "Fifth Amendment Effective Date") when
each of the conditions set forth in this Part have been satisfied.

     SUBPART 3.1.1.  Execution of Counterparts.  The Administrative
Agent shall have received counterparts of this Amendment duly executed
and delivered on behalf of the Borrower and the Required Lenders.

     SUBPART 3.1.2.  Closing Certificate.   The Administrative Agent
shall have received a Closing Certificate, executed and delivered by an
Authorized Officer of the Borrower, annexed to which shall be copies of
the documentation filed (or to be filed) with the Secretary of State of
Delaware relating to the Preferred Stock to be issued to the Apollo
Group.

     SUBPART 3.1.3. Repayment of Loans with Net Equity Proceeds.  The
Administrative Agent shall have received evidence satisfactory to it
that the Borrower has repaid the outstanding principal amount of the
Loans in an amount equal to the net equity proceeds received by the
Borrower from the issuance of the Preferred Stock (or, if such amount is
received after 3:00 p.m. New York time, that such net equity proceeds
will be applied to a repayment of the Loans within one Business Day
following receipt, and the Borrower hereby agrees to apply such net
equity proceeds to a repayment of the Loans as required by this
Subpart).

     SUBPART 3.1.4.  Amendment Fee.  The Administrative Agent shall
have received an amendment fee (but only for the account of each Lender
that has executed and delivered (including delivery by way of facsimile)
a copy of this Amendment to the attention of Andrew Mattei at Mayer,
Brown & Platt, 1675 Broadway, New York, New York 10019 (19th floor),
telecopy number 212-262-1910 at or prior to 5:00 p.m. New York time on
April 16, 2001) in the amount of 5 basis points of such Lender's
Commitment.

     SUBPART 3.1.5.  Affirmation and Consent.  The Administrative Agent
shall have received an affirmation and consent in form and substance
satisfactory to it, duly executed and delivered by each Guarantor.

     SUBPART 3.1.6.  Legal Details, etc.  All documents executed or
submitted pursuant hereto shall be satisfactory in form and substance to
the Administrative Agent and its counsel.  The Administrative Agent and
its counsel shall have received all information, and such counterpart
originals or such certified or other copies of such materials, as the
Administrative Agent or its counsel may reasonably request.  All legal
matters incident to the transactions contemplated by this Amendment
shall be satisfactory to the Administrative Agent and its counsel.


                           PART IV
                   MISCELLANEOUS PROVISIONS

     SUBPART 4.1.  Cross-References.  References in this Amendment to
any Part or Subpart are, unless otherwise specified, to such Part or
Subpart of this Amendment.

     SUBPART 4.2.  Loan Document Pursuant to Existing Credit Agreement.
This Amendment is a Loan Document executed pursuant to the Existing
Credit Agreement and shall be construed, administered and applied in
accordance with all of the terms and provisions of the Existing Credit
Agreement.

     SUBPART 4.3.  Successors and Assigns.  This Amendment shall be
binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns.

     SUBPART 4.4.  Full Force and Effect; Limited Amendment.  Except as
expressly amended hereby, all of the representations, warranties, terms,
covenants, conditions and other provisions of the Existing Credit
Agreement and the Loan Documents shall remain unchanged and shall
continue to be, and shall remain, in full force and effect in accordance
with their respective terms.  The amendments set forth herein shall be
limited precisely as provided for herein to the provisions expressly
amended herein and shall not be deemed to be an amendment to, waiver of,
consent to or modification of any other term or provision of the
Existing Credit Agreement, any other Loan Document referred to therein
or herein or of any transaction or further or future action on the part
of the Borrower or any Obligor which would require the consent of the
Lenders under the Existing Credit Agreement or any of the Loan
Documents.

     SUBPART 4.5.  Governing Law.  THIS AMENDMENT SHALL BE DEEMED TO BE
A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF
NEW YORK (INCLUDING FOR SUCH PURPOSES SECTION 5-1401 AND 5-1402 OF THE
GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), EXCEPT TO THE EXTENT
THE VALIDITY OR PERFECTION OF A SECURITY INTEREST HEREUNDER, OR REMEDIES
HEREUNDER, IN RESPECT OF ANY PARTICULAR COLLATERAL ARE GOVERNED BY THE
LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK.

     SUBPART 4.6.  Payment of Fees and Expenses.  The Borrower hereby
agrees to pay and reimburse the Administrative Agent for all its
reasonable fees and expenses incurred in connection with the
negotiation, preparation, execution and delivery of this Amendment and
related documents, including all reasonable fees and disbursements of
counsel to the Administrative Agent.

     SUBPART 4.7.  Execution in Counterparts.  This Amendment may be
executed in any number of counterparts (including by way of facsimile)
by the parties hereto, each of which counterparts when so executed shall
be an original, but all the counterparts shall together constitute one
and the same agreement.

 SUBPART 4.8.  Representations and Warranties.  In order to induce
the Lenders to execute and deliver this Amendment the Borrower hereby
represents and warrants to the Lenders that
       (a)  the execution, delivery and performance by it of this
 Amendment are within its corporate powers, have been duly
 authorized by all necessary corporate action, and do not
 contravene (i) its Organic Documents or (ii) any law or
 contractual restriction binding on it;

       (b)  no authorization or approval or other action by, and no
 notice to or filing with, any governmental authority or regulatory
 body is required for the due execution, delivery and performance
 by it of this Amendment;

       (c)  this Amendment constitutes its legal, valid and binding
 obligation, enforceable against it in accordance with its terms,
 subject, as to enforceability, to the effect of (i) any applicable
 bankruptcy, insolvency, moratorium or similar law affecting
 creditors' rights generally, and (ii) the effect of general
 principles of equity; and

       (d) before and after giving effect to this Amendment, all of
 the statements set forth in Section 6.2.1 and 6.2.2 of the
 Existing Credit Agreement are true and correct.

 SUBPART 4.9.  Headings.  The various headings of this Amendment
are inserted for convenience only and shall not affect the meaning or
interpretation of this Amendment or any provision hereunder.



 IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be executed by their respective officers hereunto duly authorized as
of the day and year first above written.

AMC ENTERTAINMENT INC.

By:    /s/Craig R. Ramsey
          Craig R. Ramsey
Title: Senior Vice President, Finance,
Chief Financial Officer,
and Chief Accounting Officer

THE BANK OF NOVA SCOTIA

By/s/ Ian A. Hodgart
    Ian A. Hodgart

BANK OF AMERICA, N.A.

By/s/ Matthew Koenig
    Matthew Koenig
Title: Managing Director

THE BANK OF NEW YORK

By:   /s/ Kristen Talaber
Kristen Talaber
Title:   Vice President

THE MITSUBISHI TRUST AND BANKING CORPORATION

By: /s/ Toshihiro Hayashi
Toshirhiro Hayashi
Title: Senior Vice President

UNION BANK OF CALIFORNIA, N.A.

By: /s/ Christina Moore
Christina Moore
Title: Assistant Vice President

FIRST UNION NATIONAL BANK

By: /s/ J. Matt MacIver, Jr.
J. Matt MacIver, Jr.
Title: Vice President

BANK HAPOALIM, B.M.

By: /s/ Marc Bosc
Marc Bosc
Title: Vice President
THE DAI-ICHI KANGYO BANK, LTD.,
CHICAGO BRANCH

By: /s/ Marvin Mirel Lazar
Marvin Mirel Lazar
Title: Vice President

THE INDUSTRIAL BANK OF JAPAN, LIMITED

By: /s/ Takuya Honjo
Takuya Honjo
Title: Deputy General Manager

  GENERAL ELECTRIC CAPITAL CORPORATION

  By: /s/ Janet K. Williams

    Janet K. Williams
  Title: Duly Authorized Signatory

  SUMITOMO MITSUI BANKING
       CORPORATION
  By: /s/ John H. Kemper
  Title: Senior Vice President

  STB DELAWARE FUNDING TRUST I

  By: /s/ Donald C. Hargadon
  Title: Vice President

    BANKERS TRUST COMPANY

  By:
  Title:

    U.S. BANK NATIONAL ASSOCIATION

  By:
  Title:

    MORGAN GUARANTY TRUST
  COMPANY OF NEW YORK

  By: /s/ Robert Bottamedi

    Robert Bottamedi
  Title: Vice President

  AG CAPITAL FUNDING PARTNERS L.P.

  By:
  Title:


  DICKSTEIN AND CO., L.P.

  By: /s/ Leigh Waxman
  Title: Vice President

  SALOMON BROTHERS HOLDING COMPANY,
     INC.

  By:  /s/ Edward A.C. Sutherland

    Edward A. C. Sutherland
  Title: Managing Director
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>2
<FILENAME>ap.txt
<TEXT>


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C.  20549


FORM 8-K


CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)  April 19, 2001




AMC ENTERTAINMENT INC.
(Exact name of registrant as specified in its charter)



DELAWARE      			 1-8747             43-1304369
State or other     (Commission File Number)     (IRS Employer
jurisdiction or 						Identification No.)
incorporation)






106 W. 14th STREET
P.O. Box 219615
Kansas City, Missouri                           64121-9615
(Address of principal executive offices)         (Zip Code)




Registrant's telephone number, including area code      (816) 221-400




Item 5. 	Other Events.

	On April 19, 2001, AMC Entertainment Inc. (the "Company") entered
into an Investment Agreement (the "Investment Agreement") with Apollo
Investment Fund IV, L.P., Apollo Overseas Partners IV, L.P., Apollo
Investment Fund V, Apollo Overseas Partners V, L.P. (collectively, with
any other partnership or entity affiliated with and managed by Apollo over
which Apollo exercises investment authority, the "Apollo Purchasers"),
Apollo Management IV, L.P., and Apollo Management V, L.P. (together with
their affiliates and the Apollo Purchasers, "Apollo").  Pursuant to the
Investment Agreement, the Company sold $250 million of preferred stock to
Apollo, comprised of 92,000 shares of Series A Convertible Preferred Stock
(the "Series A Preferred") at a price of  $1,000 per share and 158,000
shares of Series B Exchangeable Preferred Stock (the "Series B Preferred")
at a price of $1,000 per share.

	The Series A Preferred and Series B Preferred (collectively, the
"Preferred Stock") were created pursuant to a Certificate of Designations
filed with the Delaware Secretary of State on April 19, 2001 (the
"Certificate of Designations") that authorizes 2,000,000 shares each of
the Series A Preferred and Series B Preferred and also sets forth the
designations, powers and preferences, and the relative participating,
optional and other special rights, and the qualifications, limitations and
restrictions thereof.  The terms of the Preferred Stock are defined
pursuant to the Certificate of Designations which is incorporated by
reference.

Series A Convertible Preferred and Series B Exchangeable Preferred

 	Dividends - Series A Preferred.  Dividends on the Series A Preferred
accumulate at an annual rate of 6.75% and are payable when, as and if
declared by the Company's board of directors on the last day of each June,
September, December and March, commencing June 30, 2001.   Dividends on
the Series A Preferred must be paid with additional Series A Preferred
shares for the first three years from April 19, 2001 (the "PIK Period").
Between April 20, 2004 and April 19, 2008, dividends may be paid in either
additional Series A Preferred shares or cash, at the Company's option, and
must be paid in cash after April 19, 2008, unless prohibited by the
Indentures for the Company's 9 1/2% Senior Subordinated Notes due 2009 or the
Company's 9 1/2% Senior Subordinated Notes due 2011, (collectively, as
amended or supplemented from time to time, the "Indentures"), in which
case such dividends are payable in additional Series A Preferred shares.

	If at any time the Company is unable to pay dividends on the Series
A Preferred in cash and the accrual, declaration or payment of additional
Series A Preferred shares would either result in a "change of control"
under the Indentures ("Indenture Change of Control") or require the
Company to reserve for issuance underlying shares of the Company's common
stock, par value $0.66 2/3 per share ("Common Stock"), in excess of the
number of shares of Common Stock available for issuance under the
Company's Certificate of Incorporation, then dividends on the Series A
Preferred will be paid in Series B Preferred shares (but such Series B
Preferred shares will automatically be exchanged for Series A Preferred
shares to the extent such limitations subsequently no longer exist).

	The holders of Series A Preferred shares are also entitled to a
special dividend of additional Series A Preferred shares if a Change of
Control (as defined below) of the Company occurs prior to April 19, 2006
equal to the dividends that they would have received through April 19,
2006 if the Change of Control had not occurred (the "Series A No-Call
Period Dividend").  For purposes of the Certificate of Designations, a
"Change of Control" means (i) a merger, consolidation or similar Company
transaction after which holders of the company's stock before such
transaction do not own at least 50% of the combined voting power in the
election of directors of the surviving entity, (ii) the acquisition by any
person or group (other than Apollo or the holders of the Company's Class B
Stock ("Class B Stock") on April 19, 2001), so long as neither Apollo nor
such holders of Class B Stock is part of the group, of beneficial
ownership of at least 50% of the combined voting power in the election of
the Company's Board of Directors, or (iii) the sale of all or
substantially all of the Company's assets or a similar transaction.  The
determination of combined voting power in the election of directors must
recognize that the Class B Stock  has ten votes per share and the Common
Stock has one vote per share.

	  If dividends are paid on the Common Stock in any fiscal period,
the holders of Series A Preferred shares are entitled to receive dividends
on an "as converted" basis to the extent such dividends are greater than
the Series A Preferred dividends otherwise payable in such fiscal period.

	Dividends - Series B Preferred.  Dividends on the Series B Preferred
accumulate at an annual rate of 12.00% and are payable when, as and if
declared by the Company's board of directors on the last day of each June,
September, December and March, commencing June 30, 2001. If the Company
obtains Shareholder Approval (as defined below) at the Company's next
annual shareholder meeting within 270 days after April 19, 2001 and the
Series B Preferred Stock is exchanged for Series A Preferred Stock (See
Exchange of Series B Preferred below), the Series B Preferred Stock
dividend rate, as to the then outstanding shares of Series B Preferred
Stock, will be reduced retroactively to April 19, 2001 from 12.00% to
6.75%.  For purposes of the Certificate of Designations, "Shareholder
Approval" means approval by the holders of a majority of the Common Stock,
voting as a class, and a majority of the votes cast by holders of the
Company's Common Stock and Class B Stock voting together, of an amendment
to the Company's Certificate of Incorporation increasing the authorized
shares of Common Stock so as to permit reservation of a sufficient number
of shares of Common Stock to permit the issuance and conversion into
Common Stock of all shares of Series A Preferred and Series B Preferred as
contemplated by the Certificate of Designations.  Under the Investment
Agreement, the Issuer is required to seek Shareholder Approval at its next
regularly scheduled annual meeting, which shall take place no later than
270 days after April 19, 2001. If Shareholder Approval is not obtained at
such annual meeting, the Company must continue to seek Shareholder
Approval at every annual and special stockholder meeting until such
Shareholder Approval is obtained.

	Dividends on the Series B Preferred must be paid with additional
Series B Preferred shares during the PIK Period. Between April 20, 2004
and April 19, 2006, dividends may be paid in either additional Series B
Preferred shares or cash, at the Company's option, and must be paid in
cash after April 19, 2006, unless prohibited by the Indentures, in which
case such dividends are payable in additional Series B Preferred shares.

	The holders of Series B Preferred shares are entitled to a special
dividend of additional Series B Preferred shares if a Change of Control of
the Company occurs prior to April 19, 2006 equal to the dividends that
they would have received through April 19, 2006 if the Change of Control
had not occurred (the "Series B No-Call Period Dividend").

	The holders of Series B Preferred shares are entitled to a special
dividend of additional Series B Preferred shares upon the Company
exercising its right of redemption (See Company's Optional Redemption
below) in an amount equal to the (i) quotient of (x) the difference
between the average closing price of the Common Stock  for the 20 trading
days preceding such event and the Conversion Price (as defined below),
divided by (y) the Conversion Price, (ii) less the amount of certain other
special dividends. The holders of Series B Preferred are entitled to a
special dividend of additional Series B Preferred shares on April 19,
2011, in an amount equal to the quotient of (i) the difference between the
average closing price of the Common Stock for the 20 trading days
preceding such event and the Conversion Price, divided by (ii) the
Conversion Price.  Additionally, the holders of Series B Preferred are
entitled to a special dividend of additional Series B Preferred shares
upon the occurrence of a Change of Control in an amount equal to (i) the
quotient of (x) the difference between the value per share of the
consideration received by the holders of Common Stock as a result of the
Change of Control and the Conversion Price divided by (y) the Conversion
Price, less (ii) the amount of certain other special dividends.  The
holders of Series B Preferred are also entitled to a special dividend of
additional Series B Preferred shares at any time after October 19, 2002,
upon a sale of Series A Preferred or the Common Stock into which Series A
Preferred were converted equal to the product of (i) the percentage of
such shares sold in such transaction, multiplied by (ii) the quotient of
(x) the difference between the sales price of the Series A Preferred or
Common Stock on an "as converted" basis and the Conversion Price, divided
by (y) the Conversion Price.  To qualify for the special dividend, the
sale must be the initial sale of the Series A Preferred to a purchaser
that is not an Apollo affiliate and the seller must be a holder of both
Series A Preferred and Series B Preferred shares at the time of the sale.

	  If dividends are paid on the Common Stock in any fiscal period,
the holders of Preferred Stock shares are entitled to receive dividends on
an "as converted" basis to the extent such dividends are greater than the
Preferred Stock dividends otherwise payable in such fiscal period.

	Conversion of Series A Preferred into Common Stock.  Each share of
Series A Preferred is convertible at any time into shares of the Company's
Common Stock at a conversion price of $7.15 per Common Stock share (as
adjusted, the "Conversion Price"), resulting in a conversion rate of
139.86 shares of Common Stock for each share of Series A Preferred.  The
Conversion Price and conversion rate are adjustable in connection with any
reclassifications, reorganizations, consolidations, mergers, stock
dividends, stock splits, combinations or similar transactions.

	The Series A Preferred may be converted into Common Stock at any
time under the Certificate of Designations.  However, a Standstill
Agreement dated April 19, 2001 (the "Standstill Agreement") between the
Company and Apollo restricts the ability of Apollo to exercise Series A
Preferred conversion rights while it is a holder until April 19, 2006. See
Standstill Agreement below.

	Exchange of Series B Preferred for Series A Preferred.  The Series B
Preferred will automatically be exchanged into an equal number of Series A
Preferred upon Shareholder Approval and upon receipt of HSR Approval (as
defined in the Certificate of Designations).

	Holder's Optional Redemption.  The Series A Preferred must be
redeemed by the Company at the option of a holder at any time after April
19, 2011 for cash or Common Stock, at the Company's option, at a price
equal to the Series A Liquidation Preference (see Liquidation Preference
below), subject to a maximum redemption price of $130,035,684.35 or
18,186,809 shares of Common Stock in the event that Shareholder Approval
is not obtained.  If the Company elects to use shares of Common Stock in
such redemption, the Common Stock will be valued based upon the average
closing price for the 20 trading days prior to the redemption date, or if
not traded, by a nationally recognized investment bank, but in any event
the Common Stock may not be valued at less than the Conversion Price then
in effect or, if Shareholder Approval is not obtained, $7.15 per share.

	Company's Optional Redemption.  The Preferred Stock may be redeemed
in whole and not in part by the Company at the Company's option at any
time after April 19, 2006 for cash equal to the Liquidation Preference
(see Liquidation Preference below), provided that the average Common Stock
closing price for the 20 trading days preceding the notice of redemption
exceeds 150% of the Conversion Price.  The Preferred Stock may also be
redeemed in whole and not in part by the Company at the Company's option
upon a Change of Control for cash equal to the Liquidation Preference;
provided, that if the Change of Control occurs prior to April 19, 2006,
the Company must first pay the Series A No-Call Period Dividend and Series
B No-Call Period Dividend.  The Preferred Stock remains convertible and
exchangeable until the redemption price is paid by the Company.  There is
no sinking fund for the Preferred Stock.

	Voting Rights. Except as otherwise provided by law and in addition
to any rights to designate directors to the Board of Directors of the
Company, the Apollo Purchasers do not have any voting rights with respect
to any Preferred Stock held by such Apollo Purchasers; provided, however
that such Apollo Purchasers will have certain rights to elect directors
(see Election of Directors below).  The Apollo Purchasers also have
certain Preferred Stock Approval Rights which are set forth in the
Investment Agreement (see Apollo Approval Rights below).  Upon transfer of
Series A Preferred shares to a transferee that is not an affiliate of an
Apollo Purchaser, consistent with the Standstill Agreement, the transferee
holder of Series A Preferred shares is entitled to vote on an as-converted
basis with the holders of Common Stock and Class B Stock on all matters
except the election of directors and any matter reserved by law or the
Company's Certificate of Incorporation for consideration exclusively by
the holders of Common Stock or Class B Stock.   The Series A Preferred
also has the right to vote as a class on the creation, authorization or
issuance of any class, series or shares of senior stock, parity stock or
junior stock (if the junior stock may be redeemed at the option of the
holders thereof prior to April 19, 2011) and on any adverse change to the
preferences, rights and powers of the Preferred Stock.

	Election of Directors. So long as the Apollo Purchasers continue to
hold Preferred Stock Approval Rights (see Apollo Approval Rights below),
the Apollo Purchasers have the right to elect three directors to the
Company's Board of Directors.   Pursuant to the  Investment Agreement, the
Company amended its Bylaws to increase the number of directors to eight,
and the Apollo Purchasers named Leon D. Black, Marc J. Rowan and Laurence
M. Berg to serve as its three directors.

	If an Event of Default (as defined below) occurs and is not cured or
waived within 45 days, then the holders of the Preferred Stock have the
right to elect that number of directors of the Company that, when added to
those directors already elected by the holders of Preferred Stock,
constitute a majority of the Board of Directors.  An "Event of Default" is
defined as (i) an event of default under the Company's senior credit
facility, the Indentures or any other Company indebtedness in excess of
$10 million, (ii) the Company's failure to pay cash dividends on the
Preferred Stock when required under the terms thereof, or (iii) the
Company's violation of Section 8 of the Investment Agreement (see Apollo
Approval Rights below).

	Liquidation Preference.  The Series A Preferred has a liquidation
preference equal to the greater of (i) $1,000.00 per share plus all
accrued and unpaid dividends as of the date of payment and (ii) such
amount per share of Series A Preferred, as would have been payable had
each share been converted into Common Stock immediately prior to the event
requiring the payment of such liquidation preference (the "Series A
Liquidation Preference").  The Series B Preferred has a liquidation
preference equal to the greater of (i) $1,000 plus all accrued and unpaid
dividends as of the date of payment and (ii) such amount per share of
Series B Preferred, as would have been payable had each share first been
exchanged for Series A Preferred (assuming that all conditions to
conversion had occurred) and then such shares of Series A Preferred were
converted into Common Stock immediately prior to the event requiring the
payment of such liquidation preference (the "Series B Liquidation
Preference" and, together with the Series A Liquidation Preference, the
"Liquidation Preference").  The Liquidation Preference shall be adjusted
for any stock split, reverse stock split, stock combination,
reclassification or pursuant to any other adjustment with respect to the
Series A Preferred or Series B Preferred, as the case may be.  No
distributions as specified above may be made to holders of Common Stock or
Class B Stock until the holders of the Preferred Stock have received the
Liquidation Preference.

Investment Agreement

	The sale of the Preferred Stock occurred pursuant to the Investment
Agreement, which is incorporated by reference.

	Apollo Approval Rights.  The Apollo Purchasers, acting at Apollo's
direction,  have certain approval rights (the "Preferred Stock Approval
Rights") under Section 8 of the Investment Agreement until (i) the Apollo
Purchasers and their affiliates cease to own at least 50% of the Preferred
Stock issued, (ii) Apollo is terminated as investment manager, or (iii) an
Apollo affiliate is removed as the general partner of the Apollo
Purchasers and (in the case of either (ii) or (iii)) is not replaced by
another Apollo affiliate.  The Preferred Stock Approval Rights are not
transferable and may only be exercised by Apollo. . The Preferred Stock
Approval Rights require the Apollo Purchasers' consent for the Company and
its subsidiaries to (i) amend, alter or repeal, the Certificate of
Incorporation or the Bylaws of the Company, or any provision thereof
(including the adoption of a new provision thereof); (ii) create,
authorize or issue any class, series or shares of preferred stock (other
than additional Series A Preferred or Series B Preferred shares) or any
other class, series or shares of capital stock (other than capital stock
intended to be used in the redemption of the Preferred Stock or to be
authorized and issued pursuant to the Shareholder Approval); or amend or
alter the rights provided in any class, series or shares of preferred
stock or any other class of capital stock; (iii) purchase, redeem,
repurchase or otherwise acquire for value shares of the Company's capital
stock or of any Affiliate thereof (other than a wholly-owned subsidiary of
the Company)(except for redemptions or repurchases of Preferred Stock or
Common Stock issued upon conversion of the Preferred Stock) or any other
options, warrants or other rights to acquire such capital stock; (iv) pay
any dividend or declare any distribution on any shares of stock (subject
to (ii) above, excluding (i) dividends paid to the Company by any of its
wholly-owned Subsidiaries and (ii) certain dividends payable in capital
stock of the Company); (iv) redeem, prepay, defease or repurchase any
indebtedness of the Company, other than Permitted Debt Repayments (as
defined in the Investment Agreement); (v) merge, consolidate or consummate
a similar transaction involving the Company (other than a merger,
consolidation or similar transaction between the Company and a direct or
indirect wholly-owned subsidiary of the Company which transaction would
not adversely impact the rights of the Preferred Stock); (vi) incur any
indebtedness (excluding any borrowings in the ordinary course of business
under the Company's senior credit facility), other than debt that is used
to redeem the Preferred Stock and other permitted indebtedness, or amend
or alter the material terms of any existing or future material senior
indebtedness; provided, the Company may amend or renew the senior credit
facility; (vii) voluntarily initiate any liquidation, dissolution or
winding up of the Company or permit the commencement of a proceeding for
bankruptcy, insolvency, receivership or similar action; (viii) enter into
any Affiliate Transactions (as defined in the Investment Agreement); (ix)
increase or decrease the size of the Board of Directors of the Company; or
(x) acquire or dispose of, in a single transaction or a series of related
transactions, any business or assets (including investments in third
parties) with an aggregate value in such transaction or series of related
transactions in excess of $25,000,000.

	Additionally, so long as the Apollo Purchasers have the Preferred
Stock Approval Rights and subject to the provisions of applicable law and
fiduciary duties of members of the Board of Directors, one of the
directors elected to the Company's Board of Directors by the Apollo
Purchasers must be a member of each of the committees of the Board of
Directors, including the Nominating Committee.  The Nominating Committee
is established for the purpose of providing nominees for the two
independent director positions on the Company's Board of Directors.  The
nominees selected by the Nominating Committee must be selected by a
unanimous vote of the members of the Nominating Committee, and if such
unanimous approval is not received, the member of the Nominating Committee
elected by the Apollo Purchasers shall have the right to appoint one of
the two nominees for independent director.

	Transfer/Conversion Restrictions.  The Company issued the Preferred
Stock to the Apollo Purchasers pursuant to an exemption from registration
under the Securities Act of 1933, and the Preferred Stock may not be
transferred except as permitted under such act.  The transfer of the
Preferred Stock by the Apollo Purchasers is also subject to restrictions
set forth in the Standstill Agreement.

	The Apollo Purchasers may not convert any shares of Series A
Preferred into Common Stock prior to April 19, 2006 other than in
connection with a disposition of such shares to a purchaser that is not an
Apollo affiliate.  The Apollo Purchasers may not transfer any shares of
Series B Preferred other than to their affiliates until after October 19,
2002.

Standstill Agreement

	The Standstill Agreement imposes additional restrictions on the
ability of Apollo and certain related parties to acquire or dispose of the
Company's securities and is incorporated by reference.

	Restrictions on Acquisitions During the Standstill Period.  Between
April 19, 2001 and April 19, 2006 (the "Standstill Period"), Apollo and
certain related parties may not, unless requested by a majority of the
Company's independent directors elected by holders of Common Stock (the
"Requisite Independent Directors"), alone or in concert with others (i)
acquire, offer or propose to acquire any of the Company's Voting
Securities or Derivative Securities (both as defined in the Standstill
Agreement), or rights to acquire Voting Securities, other than (A) up to
500,000 shares of Common Stock or Class B Stock from the Trust (defined
collectively as the 1992 Durwood , Inc. Voting Trust dated December 12,
1992, as amended and restated on August 12, 1997, the trust created under
the Revocable Trust Agreement dated August 14, 1989 of Stanley H. Durwood,
as amended and restated on May 12, 1999, and the Stanley H. Durwood
Foundation), (B) any Company debt securities, (C) any Voting Securities
acquired as a result of any stock split, stock dividend, recapitalization
or similar transaction made available generally to holders of a class or
series of Voting Securities generally, (D) any Preferred Stock pursuant to
the Investment Agreement, (E) the repurchase of any Preferred Stock from
any transferee thereof, (F) shares of Common Stock or Class B Stock owned
by the Trust that the Trust has determined to sell in circumstances that
would terminate the Standstill Agreement under its terms, if approved by
the Requisite Independent Directors, and (G) subject to the provisions
applicable after the Standstill Period (See Restrictions on Acquisitions
after the Standstill Period below), any Voting Securities following a 15%
Acquisition (as defined in the Standstill Agreement), (ii) propose or take
substantial steps to effect a merger, combination, recapitalization or
similar transaction involving the Company or its subsidiaries or a sale or
other disposition outside the ordinary course of business other than as
approved by the Company's Board of Directors, (iii) seek election to, or
removal of a member of, the Company's Board of Directors other than
pursuant to the Certificate of Designations, (iv) solicit proxies or
otherwise become a participant in any election contest or, unless first
approved by the Requisite Independent Directors, execute any consent
solicited by or on behalf of any Company shareholder, (v) unless first
approved by the Requisite Independent Directors, solicit shareholders for
approval of a Company shareholder proposal, (vi) participate in a Group
(as defined in the Standstill Agreement) with respect to any Voting
Securities other than a Group consisting solely of Apollo and its
affiliates, or agree to limit Apollo's discretion with respect to
Preferred Stock Approval Rights, (vii) deposit Voting Securities in a
voting trust except with respect to other Apollo affiliates, (viii) act to
circumvent any of the restrictions, (ix) disclose or publicly announce an
intention or arrangement inconsistent with the restrictions, or (x)
finance any other person with respect to such restricted  actions.
However, none of the restrictions listed above will prohibit a director
from taking any action or making any statement which, in such directors
best judgment, is in the best interests of the Company's stockholders or
restrict any disclosure or statement required to be made by Apollo or any
Apollo Purchaser under applicable law.

	Restrictions on Acquisitions after the Standstill Period.  After the
Standstill Period or upon a 15% Acquisition if earlier, Apollo and certain
related parties may not take any actions listed in clause (i) above under
Restrictions on Acquisitions during the Standstill Period, except that
Apollo may purchase additional Voting Securities in a tender offer for all
of the Common Stock that is accepted by holders of a majority of the
Common Stock not owned by Apollo and its affiliates, and except that
Apollo may propose a merger, business combination, restructuring,
recapitalization or similar transaction involving the Company if such
transaction is contingent upon approval by the holders of a majority of
the Common Stock not owned by Apollo and its affiliates.

	Restrictions on Disposition.  Apollo and certain related parties may
not transfer any Voting Securities except (i)  to certain affiliates that
agree to be bound by the Standstill Agreement, (ii) to unaffiliated
persons pursuant to a public offering, permitted sales under Rule 144 or
Section 4(1) of the Securities Act of 1933, or in privately-negotiated
transactions, if the purchaser and related parties do not own more than
15% of the Total Voting Power (as defined in the Standstill Agreement)
after the transaction, unless the transaction is approved by the Requisite
Independent Directors and the purchaser executes a similar Standstill
Agreement, or (iii) pursuant to a tender offer, exchange offer, merger,
business combination or similar transaction for at least 51% of the
outstanding Voting Securities if, (A) in the case of a transaction in
which Apollo purchases or retains Voting Securities or receives different
consideration from other holders of Common Stock, the transaction is
approved by the holders of a majority of the Common Stock and Class B
Stock not owned by Apollo, or (B) in the case of a transaction not
described in clause (A), if the transaction is approved by the Requisite
Independent Directors.

	Restrictions on Conversion of Series A Preferred.  During the
Standstill Period, Apollo may not convert any Series A Preferred shares
into Common Stock except in connection with a disposition to a third party
made in compliance with the restrictions described above under
Restrictions on Disposition.

	Disposition of Class B Stock.  If the Apollo Purchasers or any
affiliate acquire any shares of Class B Stock, the Apollo Purchasers or
any affiliate may not sell such shares of Class B Stock to a third party
(other than an affiliate of the Apollo Purchasers) unless such shares of
Class B Stock are first converted into shares of Common Stock.

	Termination.  The Standstill Agreement will terminate upon the
earliest to occur of (i) April 19, 2011, (ii) the date any person (other
than Apollo or a person approved by the Company's Board of Directors)
acquires or enters into an agreement to acquire shares of Class B Stock or
Common Stock if, after giving effect to such acquisition, such person owns
more than 20% of the Voting Power of the Company, or (iii) the Company's
termination of the Standstill Agreement with the approval of the Requisite
Independent Directors.

Registration Rights Agreement

	The Company entered into a Registration Rights Agreement dated April
19, 2001 (the "Registration Rights Agreement") with the Apollo Purchasers
in connection with the Investment Agreement.  Under the Registration
Rights Agreement, the Company granted certain demand and piggyback
registration rights with respect to the Preferred Stock and Common Stock.
The Registration Rights Agreement is incorporated by reference.

	The foregoing descriptions do not purport to be complete and are
qualified in their entirety by reference to the Certificate of
Designations, the Investment Agreement, the Standstill Agreement and the
Registration Rights Agreement, a copy of each of which has been filed as
an Exhibit to this Form 8-K and is incorporated by reference.  Certain
capitalized terms used herein shall have the meaning ascribed in the
applicable agreement referenced herein.

	If all Series B Preferred shares were exchanged for Series A
Preferred shares and all Series A Preferred shares were converted to
Common Stock, Apollo would control approximately 37% of the aggregate
voting power in the election of directors of all classes of Common Stock
at April 19, 2001.  This potential voting power is expected to increase as
dividends are paid with additional Series A Preferred and Series B
Preferred shares, but not in sufficient amount to constitute a change of
control during the PIK Period.  However, should current holders of the
Company's Common Stock and Class B Stock sell a sufficient number of their
shares to Apollo or persons other than Apollo, or if an Event of Default
occurs under the Certificate of Designations, or if Apollo acquires
additional shares of Common Stock or Class B Stock in accordance with the
terms of the Standstill Agreement, a change in control of the Company
could occur at a future date.

Item 7.  Financial Statements & Exhibits

(c) Exhibits.

*4.1(e)	Fifth Amendment, dated April 10, 2001, to Amended and Restated
Credit Agreement dated as of April 10, 1997.

4.6 Certificate of Designations of Series A Convertible Preferred Stock
and Series B Exchangeable Preferred Stock of AMC Entertainment Inc.
(Incorporated by reference from Exhibit 4.6 to the Company's Form 8-
K (File No. 1-8747) dated April 20, 2001).

4.7 Investment Agreement entered into April 19, 2001 by and among AMC
Entertainment Inc. and Apollo Investment Fund IV, L.P., Apollo
Overseas Partners IV, L.P., Apollo Investment Fund V, L.P., Apollo
Overseas Partners V, L.P., Apollo Management IV, L.P. and Apollo
Management V, L.P. (Incorporated by reference from Exhibit 4.7 to
the Company's Form 8-K (File No. 1-8747) dated April 20, 2001).

4.8 Standstill Agreement by and among AMC Entertainment Inc., and Apollo
Investment Fund IV, L.P., Apollo Overseas Partners IV, L.P., Apollo
Investment Fund V, L.P., Apollo Overseas Partners V, L.P., Apollo
Management IV, L.P. and Apollo Management V, L.P., dated as of April
19, 2001. (Incorporated by reference from Exhibit 4.8 to the
Company's Form 8-K (File No. 1-8747) dated April 20, 2001).

4.9 Registration Rights Agreement dated April 19, 2001 by and among AMC
Entertainment Inc. and Apollo Investment Fund IV, L.P., Apollo
Overseas Partners IV, L.P., Apollo Investment Fund V, L.P., Apollo
Overseas Partners V, L.P. (Incorporated by reference from Exhibit
4.9 to the Company's Form 8-K (File No. 1-8747) dated April 20,
2001).

*	Filed herewith


SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


		AMC ENTERTAINMENT INC.



Date:	May 4, 2001	       By:  /s/ Craig R. Ramsey
            		          Craig R. Ramsey
                  		    Senior Vice President, Finance,
		                      Chief Financial Officer and
	  	                      Chief Accounting Officer




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</SUBMISSION>
