content: SECURITIES AND EXCHANGE COMMISSION
  
                              WASHINGTON, DC 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)   March 19, 1997
  
  
                             AMC ENTERTAINMENT INC.
               (Exact Name of Registrant as Specified in Charter)
  
                                        
                 DELAWARE   01-12429                 		43-1304369
        (State or  Other Jurisdiction(    Commission        (IRS Employer
               of Incorporation) 	    File Number)    Identification No.)
       
  
  
  
  
  106 W. 14TH  STREET, KANSAS CITY, MO                              64105-1977
    (Address of Principal Executive Offices)                        (Zip Code)
  
  
     Registrant's telephone number, including area code      (816) 221-4000<PAGE>
                                       
  <PAGE>
  Item 5. Other Events.
  
       Sale of Senior Subordinated Notes.  On March 19, 1997, AMC Entertainment
  Inc. (the "Company") sold $200 million aggregate principal amount of 9.5% Senior
  Subordinated Notes due 2009 (the "Notes") in a private transaction conforming
  with  Rule 144A and Regulation S.  Net proceeds from the issuance of the Notes
  (approximately $193.8 million) were used to reduce borrowings under the
  Company's $425 million credit facility (the "Credit Facility").  Amounts repaid
  under the Credit Facility will again be available for borrowing thereunder,
  and the Company intends to utilize this increased availability to continue
  with its current expansion program.
  
       The Notes have not been registered under the Securities Act of 1933 and
  may not be offered or sold in the United States or  to or for the benefit of
  United States persons absent registration or an applicable exemption from the
  registration requirements of the Securities Act.
  
       The Notes were issued under an Indenture dated March 19, 1997 (the
  "Indenture") between the Company and The Bank of New York, as Trustee, a copy
  of which is filed herewith and incorporated herein by reference.  The
  following summaries of certain provisions of the Indenture and a  Registration
  Rights Agreement entered into by the Company for the benefit of holders of the
  Notes, also filed herewith and incorporated herein by refereence,  do not
  purport to be complete and are  qualified in their entirety by such reference
  to the Indenture and Registration Rights Agreement.. 
  
       Interest on the Notes is payable on March 15 and September 15 of each
  year, commencing September 15, 1997.  The Notes are redeemable at the option
  of the Company, in whole or in part, at any time on or after March 15, 2002
  at 104.75% of the principal amount thereof, declining ratably to 100% of the
  principal amount thereof on or after March 15, 2006, plus in each case
  interest accrued to the redemption date.  Upon a Change of Control (as defined
  in the Indenture), each holder of the Notes will have the right to require the
  Company to repurchase such holder's Notes at a price equal to 101% of the
  principal amount thereof plus accrued and unpaid interest to the date of
  repurchase.  The Notes are subordinated to all existing and future senior
  indebtedness (as defined in the Indenture) of the Company.
  
       The Indenture contains certain covenants that, among other things,
  restrict the ability of the Company and its subsidiaries to:  incur additional
  indebtedness; pay dividends or make distributions in respect of their capital
  stock; purchase or redeem capital stock; enter into transactions with
  stockholders or certain affiliates; or consolidate, merge or sell all or
  substantially all of the Company's assets, other than in certain transactions
  between the Company and one or more of its wholly-owned subsidiaries and other
  than a proposed merger of the Company with Durwood, Inc.  All of these
  limitations are subject to a number of important qualifications.  The
  Indenture does not impose any limitation on the incurrence by the Company and
  its subsidiaries of liabilities that are not considered "Indebtedness" under
  the Indenture, such as those that would be incurred under certain
  sale/leaseback transactions; nor does the Indenture impose any limitation on
  the amount of liabilities incurred by subsidiaries, if any, that might be
  designated as Unrestricted Subsidiaries (as defined therein).  Furthermore,
  there are no restrictions on the ability of the Company and its subsidiaries
  to make advances to , or invest in, other entities (including unaffiliated
  entities) and no restrictions on the ability of the Company's subsidiaries to
  enter into agreements restricting their ability to pay dividends or otherwise
  transfer funds to the Company.  If the Notes attain "investment grade status"
  ( as defined in the Indenture), the covenants in the Indenture limiting the
  Company's ability to incur indebtedness, pay dividends, acquire stock or
  engage in transactions with affiliates will cease to apply.
  
        Under the Registration Rights Agreement, the Company has agreed to use
  its best efforts to (i) file and cause to become effective by August 15, 1997,
  a registration statement relating to a registered offer to exchange the Notes
  (the "Exchange Offer") for notes of the Company with terms identical in all
  material respects to the Notes and (ii) cause the Exchange Offer to be
  consummated by September 16, 1997.  If the Exchange Offer registration
  statement is not declared effective by August 17, 1997, the Company has agreed
  that in lieu thereof it will use its best efforts to cause to become effective
  by September 16, 1997 a shelf registration statement with respect to the
  Notes.  In the event that either (a) the Exchange Offer Registration Statement
  is not filed on or prior to June 17, 1997, (b) the Exchange Offer Registration
  Statement is not declared effective on or prior to August 17, 1997 or (c) the
  Exchange Offer is not consummated or a Shelf Registration Statement, with
  respect to the Notes, is not declared effective on or prior to September 16,
  1997, the interest rate borne by the Notes  will increase by 0.50% per annum
  following June 17, 1997 in the case of clause (a) above, following August 17,
  1997 in the case of clause (b) above and following September 15, 1997 in the
  case of clause (c) above.  The aggregate amount of such increase will in no
  event exceed 1.00% per annum.  Upon (x) the filing of the Exchange Offer
  Registration Statement after June 17, 1997, (y) the effectiveness of the
  Exchange Offer Registration Statement after August 17, 1997 or (z) the
  consummation of the Exchange Offer or the effectiveness of a Shelf
  Registration Statement, as the case may be, after September 16, 1997, the
  interest rate borne by the Notes from the date of filing, effectiveness or
  consummation, as the case may be, will be reduced to 9.5%.
  
       Amendment  to Credit Facility and Related Matters.  The Company has
  amended its Credit Facility to provide greater flexibility with respect to its
  growth plans.  Previously, the Company was limited to $150 million in capital
  expenditures (as defined in the Credit Facility) during  each fiscal year plus
  the amount of unused capital expenditures from the prior fiscal year.  The
  Credit Facility, as amended, now generally limits capital expenditures to (i)
  $240 million in fiscal 1997 plus the amount of  unused capital expenditures
  carried forward from fiscal 1996 (approximately $34 million), (ii) with
  respect to fiscal 1998, $150 million less the amount by which capital
  expenditures with respect to fiscal 1997 exceed (A) $150 million plus (B) the
  amount of unused capital expenditures carried forward from fiscal 1996
  (approximately $34 million) and (iii) with respect to any other fiscal year,
  $150 million per year plus the amount (if any) of unused capital expenditures
  from the prior fiscal year.  As previously, the permitted amount of capital
  expenditures in any fiscal year will be increased by the amount of proceeds
  received from sale/leaseback transactions in such year.  Further, capital
  expenditures made with the proceeds of issues of qualifying  subordinated
  indebtedness and capital stock are disregarded for purposes of the limitation
  on capital expenditures under the Credit Facility.  
  
       The Company may seek additional relief with respect to the covenants
  under the Credit Facility and may pursue other financing programs to allow it
  to continue its increased rate of capital expenditures and to comply with the
  terms of the Credit Facility.  The Company is currently negotiating a
  sale/leaseback transaction with respect to certain of its theatres, including
  theatres which are scheduled to open in fiscal 1998, the estimated net
  proceeds of which are expected to be approximately $170 million.  The
  theatres, if any, sold in the proposed sale/leaseback transaction would be
  leased back by the Company pursuant to an operating lease.  The Company
  believes that cash generated from operations, existing cash and equivalents,
  amounts which the Company anticipates receiving from the offering of the Notes
  and for assets placed in the sale/leaseback transaction and other offerings
  and the unused commitment amount under its Credit Facility will be sufficient
  to fund operations and planned capital expenditures through the end of fiscal
  1998.
       
  Item 7.  Financial Statements, Pro Forma Financial Statements and Exhibits
  
       (c)  Exhibits
  
       4.1  Indenture dated as of March 19, 1997, by and between the
  Company and The Bank of New York, as Trustee.
  
       4.2  Registration Rights Agreement dated March 19, 1997, by and
  among the Company and the initial purchasers of the Notes.
  
  
  
               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  March 28, 1997By  /s/ Peter C. Brown
             Peter C. Brown
             President and
             Chief Financial Officer
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text: SECURITIES AND EXCHANGE COMMISSION
  
                              WASHINGTON, DC 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)   March 19, 1997
  
                             AMC ENTERTAINMENT INC.
               (Exact Name of Registrant as Specified in Charter)
  
                                        
                 DELAWARE   01-12429                 		43-1304369
        (State or  Other Jurisdiction(    Commission        (IRS Employer
               of Incorporation) 	    File Number)    Identification No.)
       
  
  106 W. 14TH  STREET, KANSAS CITY, MO                              64105-1977
    (Address of Principal Executive Offices)                        (Zip Code)
  
     Registrant's telephone number, including area code      (816) 221-4000
  Item 5. Other Events.
  
       Sale of Senior Subordinated Notes.  On March 19, 1997, AMC Entertainment
  Inc. (the "Company") sold $200 million aggregate principal amount of 9.5% Senior
  Subordinated Notes due 2009 (the "Notes") in a private transaction conforming
  with  Rule 144A and Regulation S.  Net proceeds from the issuance of the Notes
  (approximately $193.8 million) were used to reduce borrowings under the
  Company's $425 million credit facility (the "Credit Facility").  Amounts repaid
  under the Credit Facility will again be available for borrowing thereunder,
  and the Company intends to utilize this increased availability to continue
  with its current expansion program.
  
       The Notes have not been registered under the Securities Act of 1933 and
  may not be offered or sold in the United States or  to or for the benefit of
  United States persons absent registration or an applicable exemption from the
  registration requirements of the Securities Act.
  
       The Notes were issued under an Indenture dated March 19, 1997 (the
  "Indenture") between the Company and The Bank of New York, as Trustee, a copy
  of which is filed herewith and incorporated herein by reference.  The
  following summaries of certain provisions of the Indenture and a  Registration
  Rights Agreement entered into by the Company for the benefit of holders of the
  Notes, also filed herewith and incorporated herein by refereence,  do not
  purport to be complete and are  qualified in their entirety by such reference
  to the Indenture and Registration Rights Agreement.. 
  
       Interest on the Notes is payable on March 15 and September 15 of each
  year, commencing September 15, 1997.  The Notes are redeemable at the option
  of the Company, in whole or in part, at any time on or after March 15, 2002
  at 104.75% of the principal amount thereof, declining ratably to 100% of the
  principal amount thereof on or after March 15, 2006, plus in each case
  interest accrued to the redemption date.  Upon a Change of Control (as defined
  in the Indenture), each holder of the Notes will have the right to require the
  Company to repurchase such holder's Notes at a price equal to 101% of the
  principal amount thereof plus accrued and unpaid interest to the date of
  repurchase.  The Notes are subordinated to all existing and future senior
  indebtedness (as defined in the Indenture) of the Company.
  
       The Indenture contains certain covenants that, among other things,
  restrict the ability of the Company and its subsidiaries to:  incur additional
  indebtedness; pay dividends or make distributions in respect of their capital
  stock; purchase or redeem capital stock; enter into transactions with
  stockholders or certain affiliates; or consolidate, merge or sell all or
  substantially all of the Company's assets, other than in certain transactions
  between the Company and one or more of its wholly-owned subsidiaries and other
  than a proposed merger of the Company with Durwood, Inc.  All of these
  limitations are subject to a number of important qualifications.  The
  Indenture does not impose any limitation on the incurrence by the Company and
  its subsidiaries of liabilities that are not considered "Indebtedness" under
  the Indenture, such as those that would be incurred under certain
  sale/leaseback transactions; nor does the Indenture impose any limitation on
  the amount of liabilities incurred by subsidiaries, if any, that might be
  designated as Unrestricted Subsidiaries (as defined therein).  Furthermore,
  there are no restrictions on the ability of the Company and its subsidiaries
  to make advances to , or invest in, other entities (including unaffiliated
  entities) and no restrictions on the ability of the Company's subsidiaries to
  enter into agreements restricting their ability to pay dividends or otherwise
  transfer funds to the Company.  If the Notes attain "investment grade status"
  ( as defined in the Indenture), the covenants in the Indenture limiting the
  Company's ability to incur indebtedness, pay dividends, acquire stock or
  engage in transactions with affiliates will cease to apply.
  
        Under the Registration Rights Agreement, the Company has agreed to use
  its best efforts to (i) file and cause to become effective by August 15, 1997,
  a registration statement relating to a registered offer to exchange the Notes
  (the "Exchange Offer") for notes of the Company with terms identical in all
  material respects to the Notes and (ii) cause the Exchange Offer to be
  consummated by September 16, 1997.  If the Exchange Offer registration
  statement is not declared effective by August 17, 1997, the Company has agreed
  that in lieu thereof it will use its best efforts to cause to become effective
  by September 16, 1997 a shelf registration statement with respect to the
  Notes.  In the event that either (a) the Exchange Offer Registration Statement
  is not filed on or prior to June 17, 1997, (b) the Exchange Offer Registration
  Statement is not declared effective on or prior to August 17, 1997 or (c) the
  Exchange Offer is not consummated or a Shelf Registration Statement, with
  respect to the Notes, is not declared effective on or prior to September 16,
  1997, the interest rate borne by the Notes  will increase by 0.50% per annum
  following June 17, 1997 in the case of clause (a) above, following August 17,
  1997 in the case of clause (b) above and following September 15, 1997 in the
  case of clause (c) above.  The aggregate amount of such increase will in no
  event exceed 1.00% per annum.  Upon (x) the filing of the Exchange Offer
  Registration Statement after June 17, 1997, (y) the effectiveness of the
  Exchange Offer Registration Statement after August 17, 1997 or (z) the
  consummation of the Exchange Offer or the effectiveness of a Shelf
  Registration Statement, as the case may be, after September 16, 1997, the
  interest rate borne by the Notes from the date of filing, effectiveness or
  consummation, as the case may be, will be reduced to 9.5%.
  
       Amendment  to Credit Facility and Related Matters.  The Company has
  amended its Credit Facility to provide greater flexibility with respect to its
  growth plans.  Previously, the Company was limited to $150 million in capital
  expenditures (as defined in the Credit Facility) during  each fiscal year plus
  the amount of unused capital expenditures from the prior fiscal year.  The
  Credit Facility, as amended, now generally limits capital expenditures to (i)
  $240 million in fiscal 1997 plus the amount of  unused capital expenditures
  carried forward from fiscal 1996 (approximately $34 million), (ii) with
  respect to fiscal 1998, $150 million less the amount by which capital
  expenditures with respect to fiscal 1997 exceed (A) $150 million plus (B) the
  amount of unused capital expenditures carried forward from fiscal 1996
  (approximately $34 million) and (iii) with respect to any other fiscal year,
  $150 million per year plus the amount (if any) of unused capital expenditures
  from the prior fiscal year.  As previously, the permitted amount of capital
  expenditures in any fiscal year will be increased by the amount of proceeds
  received from sale/leaseback transactions in such year.  Further, capital
  expenditures made with the proceeds of issues of qualifying  subordinated
  indebtedness and capital stock are disregarded for purposes of the limitation
  on capital expenditures under the Credit Facility.  
  
       The Company may seek additional relief with respect to the covenants
  under the Credit Facility and may pursue other financing programs to allow it
  to continue its increased rate of capital expenditures and to comply with the
  terms of the Credit Facility.  The Company is currently negotiating a
  sale/leaseback transaction with respect to certain of its theatres, including
  theatres which are scheduled to open in fiscal 1998, the estimated net
  proceeds of which are expected to be approximately $170 million.  The
  theatres, if any, sold in the proposed sale/leaseback transaction would be
  leased back by the Company pursuant to an operating lease.  The Company
  believes that cash generated from operations, existing cash and equivalents,
  amounts which the Company anticipates receiving from the offering of the Notes
  and for assets placed in the sale/leaseback transaction and other offerings
  and the unused commitment amount under its Credit Facility will be sufficient
  to fund operations and planned capital expenditures through the end of fiscal
  1998.
       
  Item 7.  Financial Statements, Pro Forma Financial Statements and Exhibits
  
       (c)  Exhibits
  
       4.1  Indenture dated as of March 19, 1997, by and between the
  Company and The Bank of New York, as Trustee.
  
       4.2  Registration Rights Agreement dated March 19, 1997, by and
  among the Company and the initial purchasers of the Notes.
  
               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  March 28, 1997By  /s/ Peter C. Brown
             Peter C. Brown
             President and
             Chief Financial Officer