content: 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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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