Securities and Exchange Commission
                             Washington, D.C. 20549

                                    FORM S-8

                             Registration Statement
                                     Under
                           The Securities Act of 1933

                             AMC Entertainment Inc.
             (Exact Name of Registrant as Specified in Its Charter)

                                    Delaware
         (State or Other Jurisdiction of Incorporation or Organization)

                                   43-1033275
                    (I.R.S. Employer Identification Number)

               106 West 14th Street, Kansas City, Missouri 64105
              (Address of Principal Executive Offices) (Zip Code)

          AMC Entertainment Inc. 1994 Stock Option and Incentive Plan
                              (Full Title of Plan)

                                 Peter C. Brown
                              106 West 14th Street
                          Kansas City, Missouri  64105
                                 (816) 221-4000

           (Name, Address and Telephone Number of Agent for Service)

                        Calculation of Registration Fee


                            Proposed
                             Maximum     Proposed
    Title of                Offering      Maximum
   Securities    Amount       Price      Aggregate     Amount of
     to be       to be      Per Share    Offering    Registration
   Registered  Registered      (1)       Price (1)        Fee
  Common
  Stock 66  cents par   1,000,000
  value       shares      $11.8125     $11,812,500   $4,073 


  1  The maximum offering price is estimated to be $11.8125 per share
  pursuant to Rule 457(h)(1) and 457(c)  solely for the purpose of
  calculating the registration fee, which amount represents the average of
  the high and low prices of the Registrant's common stock reported on the
  AMEX composite tape on March 13, 1995.<PAGE>
  Part II

  Information Required In The Registration Statement

  Item 3.  Incorporation of Documents by Reference.

       The following documents filed by the Registrant with the
       Securities and Exchange Commission (the" Commission") are
       incorporated herein by reference and hereby made a part hereof:

        (a)           The Registrant's annual report on Form 10-K for the
                      fiscal year ended March 31, 1994.

        (b)           All other reports filed by the Registrant pursuant
                      to Section 13(a) or 15(d) of the Securities Exchange
                      Act of 1934 since March 31, 1994.

        (c)           The description of the Registrant's Common Stock
                      contained in Registrant's Form 8-A filed August 18,
                      1983 (File no. 0-12429) and the description of its
                      $1.75 Cumulative Convertible Preferred Stock
                      contained in Amendment No. 1 to its Form  8-A
                      respecting such Preferred Stock, dated February 18,
                      1994.

        (d)           All documents hereafter filed by the Registrant
                      pursuant to Sections 13(a), 13(c), 14 or 15(d) of
                      the Securities Exchange Act of 1934 prior to the
                      filing of a post-effective amendment that indicates
                      all of the securities offered hereby have been sold
                      or that deregisters all securities then remaining
                      unsold.

  Item 4.  Description of Securities.

       Not applicable.

  Item 5.  Interests of Named Experts and Counsel.

       The validity of the issuance of the shares of Common  Stock
       offered hereby have been passed upon for the Company by Gage &
       Tucker L.C., Kansas City, Missouri.  Raymond F. Beagle, Jr., a
       member of Gage & Tucker L.C., is general counsel of the
       Registrant.

  Item 6.  Indemnification of Directors and Officers.

       AMC Entertainment Inc. ("AMCE") is incorporated in Delaware. 
       Under Section 145 of the Delaware General Corporation Law, a
       corporation has the power, under specified circumstances, to
       indemnify its directors, officers, employees and agents in
       connection with actions, suits or proceedings brought against them
       by a third party or in the right of the corporation, by reason of
       the fact that they were or are such directors, officers, employees
       or agents, against expenses incurred in any such action, suit, or
       proceeding.  AMCE's Certificate of Incorporation requires
       indemnification of directors and officers to the full extent
       permitted by the Delaware General Corporation Law and provides
       that, in any action by a claimant, AMCE shall bear the burden of
       proof that the claimant is not entitled to indemnification.<PAGE>
       Section 102(b)(7) of the Delaware General Corporation Law provides
       that a certificate of incorporation may contain a provision
       eliminating or limiting the personal liability of a director to
       the corporation or its stockholders for monetary damages for
       breach of fiduciary duty as a director provided that such
       provision shall not eliminate or limit the liability of a director
       (i) for any breach of the director's duty of loyalty to the
       corporation or its stockholders, (ii) for acts or omissions not in
       good faith or which involve intentional misconduct or a knowing
       violation of law, (iii) under Section 174 (relating to liability
       for unauthorized acquisitions or redemptions of, or dividends on,
       capital stock) of the Delaware General Corporation Law, or
       (iv) for any transaction from which the director derived an
       improper personal benefit.  The Certificate of Incorporation of
       AMCE contains the provisions permitted by Section 102(b)(7) of the
       Delaware General Corporation Law.

       Section 3.6 of AMCE's 1994 Stock Option and Incentive Plan (the
       "Plan") provides that service on AMCE's Compensation Committee
       constitutes service as a director of AMCE so that members of the
       Compensation Committee, who are charged with the administration of
       the Plan, are entitled to indemnification and reimbursement as
       directors pursuant to AMCE's Certificate of Incorporation, Bylaws
       or any agreements between AMCE and its directors providing for
       indemnification.

  Item 7.  Exemption from Registration Claimed.

       Not applicable.

  Item 8.  Exhibits.

        4.1 -              Certificate of Incorporation of AMC
                           Entertainment Inc.  (1) 

        4.2 -              Certificate of Designations Relating to $1.75
                           Cumulative Convertible Preferred Stock of AMC
                           Entertainment Inc. (2)

        4.3 -              Bylaws of AMC Entertainment Inc. (3)

       *4.4 -              AMC Entertainment Inc. 1994 Stock Option and
                           Incentive Plan.

       *5.1 -              Opinion of Gage & Tucker L.C. as to the
                           validity of the stock being issued.

      *23.1 -              Consent of Gage & Tucker L.C. to the use of
                           their opinion filed as Exhibit 5.1 (included in
                           E xhibit 5.1).

      *23.2 -              Consent of Coopers & Lybrand L.L.P.

      *23.3 -              Consent of Deloitte & Touche L.L.P.

      *24.1 -              Power of Attorney (included elsewhere in the
                           Registration Statement).<PAGE>
             (1)   Previously filed as Exhibit 3.1 to Registrant's
                   Form S-2 (File no. 33-51693) filed December 23, 1993,
                   as amended, and incorporated herein by reference.

            (2)    Previously filed as Exhibit 3.2 to Registrant's
                   Form S-2 (File no. 33-51693) filed December 23, 1993,
                   as amended, and incorporated herein by reference.

             (3)   Previously filed as Exhibit 3.3 to Registrant's
                   Form S-2 (File no. 33-51693) filed December 23, 1993,
                   as amended, and incorporated herein by reference.

            *Filed Herewith.

  Item 9. Undertakings.

        1.   Rule 415 Offering.

          The undersigned Registrant hereby undertakes:

          (a)    To file, during any period in which offers or sales are
                 being made, a post-effective amendment to this
                 Registration Statement:

             (i) to include any prospectus required by Section 10(a)(3)
                 of the Securities Act of 1933;

            (ii) to reflect in the prospectus any facts or events arising
                 after the effective date of the Registration Statement
                 (or the most recent post-effective amendment thereof)
                 which, individually or in the aggregate, represent a
                 fundamental change in the information set forth in the
                 Registration Statement;

           (iii) to include any material information with respect to the
                 plan of distribution not previously disclosed in the
                 Registration Statement or any material change to such
                 information in the Registration Statement;

             provided, however, that paragraphs 1.(a)(i) and 1.(a)(ii) do
             not apply if the information required to be included in a
             post-effective amendment by those paragraphs is contained in
             periodic reports filed by the Registrant pursuant to
             Section 13 or Section 15(d) of the Securities Exchange Act
             of 1934 that are incorporated by reference in this
             Registration Statement;

          (b)    That, for the purpose of determining any liability under
                 the Securities Act of 1933, each such post-effective
                 amendment shall be deemed to be a new registration
                 statement relating to the securities offered therein, and
                 the offering of such securities at that time shall be
                 deemed to be a new registration statement relating to the
                 securities offered therein, and the offering of such
                 securities at that time shall be deemed to be the initial
                 bona fide offering thereof.

          (c)    To remove from registration by means of a post-effective
                 amendment any of the securities being registered which
                 remain unsold at the termination of the offering.<PAGE>
       2. Filings Incorporating Subsequent Exchange Act Documents by
          Reference.

          The undersigned Registrant hereby undertakes that, for purposes
          of determining any liability under the Securities Act of 1933,
          each filing of the Registrant's annual report pursuant to
          Section 13(a) or 15(d) of the Securities Exchange Act of 1934
          that is incorporated by reference in the Registration Statement
          shall be deemed to be a new registration statement relating to
          the securities offered therein, and the offering of such
          securities at that time shall be deemed to be the initial bona
          fide offering thereof.

       3. Indemnification Matters.

          Insofar as indemnification for liabilities arising under the
          Securities Act of 1933 may be permitted to directors, officers
          and controlling persons of the Registrant pursuant to the
          foregoing provisions, or otherwise, the Registrant has been
          advised that in the opinion of the Securities and Exchange
          Commission such indemnification is against public policy as
          expressed in the Securities Act of 1933 and is, therefore,
          unenforceable.  In the event that a claim for indemnification
          against such liabilities (other than the payment by the
          Registrant of expenses incurred or paid by a director, officer
          or controlling person of the Registrant in the successful
          defense of any action, suit or proceeding) is asserted by such
          director, officer or controlling person in connection with the
          securities being registered, the Registrant will, unless in the
          opinion of its counsel the matter has been settled by
          controlling precedent, submit to a court of appropriate
          jurisdiction the question of whether such indemnification by it
          is against public policy as expressed in the Securities Act of
          1933 and will be governed by the final adjudication of such
          issue.


                                 SIGNATURES

  Pursuant to the requirements of the Securities Act of 1933, the
  Registrant certifies that it has reasonable grounds to believe that it
  meets all of the requirements for filing on Form S-8 and has duly caused
  this Registration Statement to be signed on its behalf by the
  undersigned, thereunto authorized, in Kansas City, Missouri on this 16th
  day of March, 1995.


                                          AMC ENTERTAINMENT INC.



                                          By      /s/ Peter C. Brown       
             
                                               Peter C. Brown
                                               Executive Vice President<PAGE>
  Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities indicated on the dates indicated below.  By so signing, each
  person whose signature appears below this Registration Statement on Form
  S-8 in his or her capacity as a director or officer, or both, as the
  case may be of the Registrant, does hereby severally constitute and
  appoint Peter C. Brown and Richard L. Obert, and each of them severally,
  his or her true and lawful attorney-in-fact and agent, with the full
  power of substitution and resubstitution, to sign for him or her and in
  his or her name, place and stead in any and all capacities indicated
  below, any and all pre-effective and post-effective amendments to this
  Registration Statement on Form S-8, and to file the same, with all
  exhibits thereto and other documents in connection therewith, with the
  Securities and Exchange Commission, granting unto said attorneys-in-fact
  and agents, and each of them, full power and authority to do and perform
  each and every act and thing requisite and necessary fully to all
  intents and purposes as he or she might or could do in person thereby
  ratifying and confirming all that said attorneys-in-fact and agents or
  any of them, or their or his or her substitute, may lawfully do or cause
  to be done by virtue hereof.

  Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the date indicated.



  Date:     March 16, 1995                /s/  Stanley H. Durwood          
                               
                                     Stanley H. Durwood, Chairman of the
                                     Board, Chief Executive Officer and
                                     Director


  Date:     March 16, 1995            /s/ Paul E. Vardeman                 
                              
                                     Paul E. Vardeman, Director


  Date:     March 16, 1995                /s/ Charles J. Egan, Jr.         
                                   
                                     Charles J. Egan, Jr., Director


  Date:     March 16, 1995                /s/ Edward D. Durwood            
                             
                                     Edward D. Durwood, President,
                                     Vice Chairman of the Board and
                                     Director


  Date:     March 16, 1995            /s/ Peter C. Brown                   
                                          Peter C. Brown, Executive Vice
                                          President,
                                     Chief Financial Officer and Director<PAGE>
  Date:      March 16, 1995              /s/ Philip M. Singleton           
                                
                                     Philip M. Singleton, Executive Vice
                                     President, Chief Operating Officer
                                     and Director


  Date:     March 16, 1995                /s/ Richard L. Obert             
                                  
                                     Richard L. Obert, Vice President and
                                     Chief Accounting Officer<PAGE>
                                                          EXHIBIT 4.4
                           AMC ENTERTAINMENT INC.
                    1994 STOCK OPTION AND INCENTIVE PLAN

  1. PURPOSE.

      The AMC Entertainment Inc. 1994 Stock Option and Incentive Plan is
  intended to incorporate stock-based and results-oriented awards into the
  ongoing compensation packages of executives and managers and to thereby
  increase the alignment of the interests of such persons and
  stockholders.  The Plan is intended to foster in participants a strong
  incentive to exert maximum effort for the continued success and growth
  of the Company and its Subsidiaries and the enhancement of stockholders'
  interests, to aid in retaining individuals who exert such efforts and to
  assist in attracting the best available individuals in the future. 

  2. DEFINITIONS

      When used herein, the following terms shall have the meaning set
  forth below: 

   2.1  "AMC" means American Multi-Cinema, Inc., a wholly-owned subsidiary
  of the Company. 

   2.2  "Award" means an Option, a Stock Award or a Performance Unit. 

   2.3  "Board" means the Board of Directors of the Company. 

   2.4  A "Change of Control Event" shall be deemed to have occurred at
  the first time that (a) a majority of the Board of Directors of the
  Company, over a two-year period, is replaced from the directors who
  constituted the Board of Directors of the Company at the beginning of
  such period, which replacement shall not have been approved by the Board
  of Directors of the Company (or replacement directors approved by the
  Board of Directors of the Company), as constituted at the beginning of
  such period, or (b) a person or entity or group of persons or entities
  acting in concert as a partnership or other group (other than the DI
  affiliates, any Subsidiary, any employee stock purchase plan, stock
  option plan or other stock incentive plan or program, retirement plan or
  automatic reinvestment plan or any substantially similar plan of the
  Company or any Subsidiary or any person holding securities of the
  Company for or pursuant to the terms of any such employee benefit plan)
  shall, as a result of a tender or exchange offer, open market purchases,
  privately negotiated purchases or otherwise, have become the beneficial
  owner (within the meaning of Rule 13d-3 under the Exchange Act) of
  securities of the Company representing 50% or more of the combined
  voting power of the then outstanding securities of the Company
  ordinarily (and apart from rights accruing under special circumstances)
  having the right to vote in the election of Directors. 

   2.5  "Code" means the Internal Revenue Code of 1986 as amended from
  time to time. 

   2.6  "Committee" means the Board's Compensation Committee, or such
  other committee of Directors as may be designated by the Board,
  authorized to administer this Plan.  The Committee shall consist of not
  fewer than two (2) Directors and shall be constituted so as to permit
  the Plan to comply with Rule 16b-3 or any successor provision of similar
  import. <PAGE>
   2.7  "Common Stock" means the Company's Common Stock, par value 662  per 
share. 

   2.8  "Company" means AMC Entertainment Inc., a corporation organized
  and existing under the laws of the State of Delaware, or such Company by
  whatever name it may at the time have. 

   2.9  "DI Affiliates" means (a) Mr. Stanley H. Durwood, his spouse and
  any of his lineal descendants and their respective spouses (collectively
  the "Durwood Family"), (b) any controlled affiliate of any member of the
  Durwood Family and (c) any trust for the benefit of one or more members
  of the Durwood Family (whether or not any member of the Durwood Family
  is a trustee of such trust) or one or more charitable organizations. 

   2.10  "Director" means a member of the Board. 

   2.11  "Exchange Act" means the Securities Exchange Act of 1934, as
  amended from time to time. 

   2.12  "Fair Market Value" means with respect to the Company's Shares
  the closing sales price of the Shares, as reported on the American Stock
  Exchange, or, if not so reported, on the NASDAQ/National Market System,
  or, if not so reported, the closing sales price as reported by any other
  appropriate reporting system of general circulation, on the date for
  which the value is to be determined, or if there is no closing sales
  price on such date, then on the last day for which transactions in
  Shares were so reported prior to the date on which the value is to be
  determined. 

   2.13  "Grantee" means a person to whom an Award is made. 

   2.14  "Incentive Stock Option" or"ISO" means an Option awarded under
  the Plan which meets the terms and conditions established by Code 
  Section 422 and applicable regulations thereunder for such an Option. 

   2.15  "Non-Qualified Stock Option" or"NQSO" means an Option awarded
  under the Plan which by its terms and conditions is not an ISO. 

   2.16  "Option" means the right to purchase, at a price, for a term,
  under conditions, and for cash or other considerations (which may
  include a note from the Grantee) fixed by the Committee in accordance
  with such restrictions as the Plan and the Committee impose, a number of
  Shares specified by the Committee (subject to limitations imposed by
  this Plan).  An Option can be either an ISO or NQSO or a combination
  thereof. 

   2.17  "Plan" means the Company's 1994 Stock Option and Incentive Plan. 

   2.18  "Performance Unit" means an Award payable only in cash and valued
  by reference to designated criteria (other than Shares) established by
  the Committee. 

   2.19  "Rule 16b-3" means Rule 16b-3 promulgated under the  Exchange
  Act. 

   2.20  "Securities Act" means the Securities Act of 1933, as amended
  from time to time. 

   2.21  "Shares" means shares of the Company's Common Stock or if by
  reason of the adjustment provisions hereof any rights under an Award
  under the Plan pertain to any other security, such other security. <PAGE>
   2.22  "Stock Award" means the grant of a right to receive, at a time or
  times fixed by the Committee in accordance with the Plan and subject to
  such other limitations and restrictions as the Plan and the Committee
  impose, the number of Shares specified by the Committee.  A Stock Award
  may be either a "Performance Stock Award", under which the receipt of
  Shares, subject to provisions of the Plan permitting acceleration, will
  be conditioned on the attainment by the Company or a Subsidiary or a
  division during a performance period of performance goals established by
  the Committee, or a "Restricted Stock Award", under which the receipt of
  Shares, subject to provisions of the Plan permitting acceleration, is
  conditioned on the continued employment of the Grantee or such other
  conditions as the Committee may impose, or both. 

   2.23  "Subsidiary" means any business, including AMC, whether or not
  incorporated, in which the Company, at the time an Award is granted or
  in other cases at the time of reference, owns directly or indirectly not
  less than 50% of the equity interest. 

   2.24  "Successor" means the legal representative of the estate of a
  deceased Grantee or the person or persons who shall acquire the right to
  exercise an Option, to receive Shares issuable in satisfaction of a
  Stock Award or to receive other amounts payable under an Award,  by
  bequest or inheritance or by reason of the death of the Grantee or
  pursuant to a qualified domestic relations order as defined by the Code
  or Title I of the Employment Retirement Income Security Act, or the
  rules thereunder. 

   2.25  "Tax Date" means the date on which the amount of tax to be
  withheld with respect to an Option or Stock Award is determined. 

   2.26  "Term" means the period during which a particular Option may be
  exercised or the period during which the conditions and/or restrictions
  placed on an Award are in effect. 

   2.27  "Window Period" means a period beginning on the third business
  day following the date of release of a quarterly or annual summary
  statement of sales and earnings of the Company and ending on the twelfth
  business day following such date. 

  3. ADMINISTRATION OF THE PLAN

       3.1   The Plan shall be administered by the Committee. 

       3.2   The Committee shall have plenary authority, subject to
  provisions of the Plan, to: (a)  determine when and to whom Awards shall
  be granted; (b) determine the form of each Award, its Term, the number
  of Shares covered by it, if any, the participation by a Grantee in other
  plans, and any other terms or conditions of each such Award, including
  the time and conditions of exercise or vesting; (c) determine whether
  Awards will be granted singly or in combination or tandem; (d) determine
  the performance goals, if any, that will be applicable to the Award and
  eliminate or reduce an Award otherwise payable that is based on
  performance goals; (e) accelerate the vesting, exercise,  or payment of
  an Award when such action(s) would be in the best interests of the
  Company; and (f) take any and all other action it deems necessary or
  advisable for the proper operation or administration of the Plan.  The
  Committee also shall have the authority to grant Awards in replacement
  of Awards previously granted under the Plan or any other plan of the
  Company or a Subsidiary.  The Committee's actions in making Awards and
  fixing their size, Term, and other terms and conditions shall be final
  and conclusive on all persons. <PAGE>
       3.3   The Committee shall have the sole responsibility for
  construing and interpreting the Plan, for establishing (and amending)
  such rules and regulations as it deems necessary or desirable for the
  proper administration of the Plan, and for resolving all questions
  arising under the Plan.  Any decision or action taken by the Committee
  arising out of or in connection with the construction, administration,
  interpretation and effect of the Plan and of its rules and regulations
  shall, to the extent permitted by law, be within its absolute
  discretion, except as otherwise specifically provided herein, and shall
  be conclusive and binding upon all Grantees, all Successors, and any
  other person, whether that person is claiming under or through any
  Grantee or otherwise. 

       3.4   The Committee may designate one of its members as Chairman. 
  It shall hold its meetings at such times and places as it may determine. 
  All determinations of the Committee shall be made by a majority of its
  members.  Any determination reduced to writing and signed by all members
  shall be fully as effective as if it had been made by a majority vote at
  a meeting duly called and held.  The Committee may make such rules and
  regulations for the conduct of its business as it shall deem advisable. 

       3.5   The Committee, in its discretion, may delegate its authority
  and duties under the Plan to the Chief Executive Officer and/or to other
  senior officers of the Company under such conditions and/or limitations
  as the Committee may establish; provided, however, that only the
  Committee may  establish performance goals and select and grant Awards
  to Grantees who are subject to Section 16 of the Exchange Act. 

       3.6   Service on the Committee shall constitute service as a
  Director, so that the members of the Committee shall be entitled to
  indemnification and reimbursement as Directors pursuant to its Bylaws
  and to any agreements between the Company and its Directors providing
  for indemnification. 

       3.7   The Committee shall regularly inform the Board as to its
  actions with respect to all Awards under the Plan and the terms and
  conditions of such Awards in a manner, at such times, and in such form
  as the Board may reasonably request. 

  4. ELIGIBILITY

      Awards may be made under the Plan to employees who are corporate or
  field executives or senior managers, including executive officers of the
  Company and its Subsidiaries. Officers shall be employees for this
  purpose, whether or not they also are Directors.  A Director who is not
  an employee shall not be eligible to receive an Award.  Awards may be
  made to eligible employees whether or not they have received prior
  Awards under the Plan or under any previously adopted plan, and whether
  or not they are participants in other benefit plans of the Company, AMC
  or any other Subsidiary. 

  5. SHARES SUBJECT TO PLAN; LIMITATIONS

       5.1   The Company hereby reserves 1,000,000 Shares, for issuance
  in connection with Awards under the Plan, subject to adjustment under
  Section 20.  During the Plan no Grantee may receive Options to acquire
  more than 325,000 Shares, Stock Awards entitling the Grantee to receive
  more than 150,000 Shares or cash awards aggregating more than $2 million
  under Performance Units.  During any 12 month period no Grantee may
  receive Options to acquire more than 65,000 Shares or cash awards
  aggregating more than $400,000 under Performance Units.  No Grantee may<PAGE>
  receive a Stock Award or Awards entitling the Grantee to receive free of
  conditions more than 30,000 Shares with respect to any 12 month period,
  but determined on an annualized basis so that more than 30,000 Shares
  may be received at one time free of conditions with respect to a
  performance period exceeding 12 months in duration. 

       5.2   Any Shares related to Awards which (a) terminate by
  expiration, forfeiture, cancellation or otherwise without the issuance
  of such Shares, or (b) are settled in cash in lieu of Shares, shall be
  available again for grant under the Plan, provided the Participant
  received no other benefits of ownership of such Award other than voting
  rights, if any.  Notwithstanding the foregoing, no Shares which are used
  by a Participant for the full or partial payment to the Company of the
  purchase price of Shares upon exercise of an Option, or for any
  withholding taxes due as a result of such exercise, may become available
  for Awards under the Plan.  The Shares available for issuance under the
  Plan may be authorized and unissued shares or treasury shares. 

  6. GRANTING OF OPTIONS

       6.1   Subject to the terms of the Plan, the Committee may from
  time to time grant Options to persons eligible under Section 4 above and
  shall  designate such Options as ISOs or NQSOs. 

       6.2   Pursuant to Code  Section 422 and applicable regulations, an
  Option shall not be deemed to be an ISO to the extent that the aggregate
  Fair Market Value, as determined on the date or dates of grant, of
  Shares with respect to which such ISO is exercisable for the first time
  by any individual during any calendar year (under all stock option
  incentive plans of the Company or a Subsidiary) exceeds $100,000. ISOs
  which first become exercisable during a calendar year shall be taken
  into account in the order granted.  Options that exceed the $100,000
  limit shall be treated as NQSOs.  

       6.3   The purchase price of each Share subject to Option shall be
  fixed by the Committee, provided the purchase price for Shares subject
  to an Option shall not be less than 100% of the Fair Market Value of the
  Shares on the date the Option is granted. 

       6.4   Notwithstanding Section 6.3 above, pursuant to Code
  Section 422 and applicable regulations, the minimum purchase price of an
  ISO shall be 110% of the Fair Market Value of the Shares on the date the
  ISO is granted with respect to Grantees who at the time of Award are
  deemed to own 10% or more of the voting power of the Company's
  outstanding Shares.  

       6.5   Each Option shall expire and all rights to purchase Shares
  thereunder shall cease on the date fixed by the Committee. 

       6.6   Notwithstanding Section 6.5 above, pursuant to Code
  Section 422 and applicable regulations, an ISO shall expire and all
  rights to purchase Shares thereunder shall cease no later than the fifth
  anniversary of the date on which the ISO was granted with respect to
  Grantees who at the time of Award are deemed to own 10% or more of the
  voting power of the Company, and no later than the tenth anniversary of
  the date on which the ISO was granted with respect to other Grantees. 

       6.7   No Option shall become exercisable prior to the expiration
  of six months after the date of its grant, unless otherwise determined
  by the Committee or permitted by the Plan, and, subject to the
  limitations in the Plan, each Option shall be exercisable for the number<PAGE>
  of Shares fixed by the Committee. 

  7. STOCK AWARDS

       7.1   The Committee may grant eligible employees Stock Awards
  which shall entitle Grantees to receive Shares in the future for no cash
  consideration and which may be subject to such terms, conditions and
  restrictions, if any, as the Committee may deem appropriate, including,
  without limitation, satisfaction of performance goals, restrictions on
  transferability and continued employment. 

       7.2   Subject to provisions of the Plan permitting acceleration,
  the receipt of Shares under Stock Awards granted to persons subject to
  Section 16 of the Exchange Act will be conditioned on the attainment by
  the Company or a Subsidiary or a division during a performance period of
  performance goals established by the Committee based on criterion
  described in Section 9. 

       7.3   At the time of grant of a Stock Award, the Grantee shall
  receive written evidence of the Award in such form as may be approved by
  the Committee but shall  not be entitled to issuance or delivery of a
  stock certificate evidencing the Shares covered by the Award until the
  Committee certifies that performance goals have been met and  the lapse
  of any restrictions that may have been imposed pursuant to the Award. 
  Upon the attainment of such goals and the lapse of any restrictions, a
  certificate or certificates representing the number of Shares covered by
  the Award, free and clear of all restrictions, shall be issued and
  registered in the name of, and delivered to, the Grantee. 

       7.4   Unless otherwise determined by the Committee or provided in
  the Plan, no Shares may be issued under Restricted Stock Awards unless
  the Grantee remains employed by the Company or a Subsidiary for one year
  after the date of the Award. 

  8. PERFORMANCE UNITS

       8.1   The Committee may grant Awards in the form of Performance
  Units. 

       8.2   Amounts payable under a Performance Unit may be payable at a
  specified date or dates or upon attaining performance conditions. 
  Subject to provisions of the Plan permitting acceleration, a Performance
  Unit granted to persons subject to Section 16 of the Exchange Act will
  be conditioned on the attainment by the Company or  a Subsidiary or a
  division during a performance period of performance goals established by
  the Committee based on criteria described in Section 9. 

  9. PERFORMANCE GOALS

      Performance Stock and Performance Unit Awards made to persons
  subject to Section 16 of the Exchange Act shall be based on performance
  goals established by the Committee prior to the start of a performance
  period of 12 months' duration or longer with respect to which such an
  Award is made. After the start of a performance period the Committee may
  not increase the compensation payable under an Award that is otherwise
  due upon attainment of a performance goal. The Committee shall certify
  that the performance goals have been achieved before payment of any such
  Award.  Performance goals established by the Committee shall be based
  upon, as the Committee  deems appropriate, one or more of the following
  business criteria:  (i) Company or Subsidiary EBITDA (earnings before
  interest, taxes, depreciation and amortization); (ii) Company or<PAGE>
  Subsidiary earnings or earnings per Share; (iii) market prices of
  Shares; (iv) division operating income, or "DOI" (operating income less
  general and administrative expenses and extraordinary expenses); or (v)
  division level EBITDA (DOI less national film, home office and
  international general and administrative expenses plus capitalized lease
  adjustments); and the Committee may, in its discretion, determine
  whether an Award will be paid under any one or more of such business
  criteria.  In setting performance goals, such criteria may be measured
  against one or more of the following:  (i) the prior year or years'
  performance of the Company, a Subsidiary or a division; (ii) the
  performance of a broad based group of stocks with risk profiles similar
  to the Company's and; (iii) the performance of a peer group of two or
  more companies.  Such performance goals may be (but need not be)
  different for each performance period.  The Committee may set different
  (or the same) goals for different Grantees and for different Awards, and
  performance goals may include standards for minimum attainment, target
  attainment, and maximum attainment. In all cases, however, performance
  goals shall include a  minimum performance standard below which no part
  of the relevant Award will be earned. 


  10. NON-TRANSFERABILITY OF RIGHTS

      No Award, no rights under any Award, and no payment under the Plan
  shall be assignable or transferable otherwise than by will or the laws
  of descent and distribution or pursuant to a qualified domestic
  relations order as defined by the Code or Title I of the Employment
  Retirement Income Security Act, or the rules thereunder, and  the rights
  and the benefits of any such Award may be exercised during the lifetime
  of the Grantee only by his or her guardian or legal representative or
  Successor. 




  11.  DEATH, DISABILITY, RETIREMENT AND OTHER TERMINATION OF EMPLOYMENT

       11.1  Subject to the terms of the Plan, the Committee may make
  such provisions concerning exercise or lapse of Awards upon the
  Grantee's death, disability, retirement, or other termination of
  employment as it shall in its discretion determine, provided that: 

       (a)   except as provided in paragraph (b) below, no provision
  shall permit an ISO to be exercised after the date three months
  following the Grantee's termination of employment, 

       (b)   no provision shall permit an Option to be exercised after
  the date which is twelve months following a Grantee's death or
  disability, 

       (c)   no provision shall permit a NQSO to be exercised after the
  date which is three years following the Grantee's retirement from the
  Company or a Subsidiary, 

       (d)   except as provided in paragraphs (b) and (c) above, no
  provision shall permit a NQSO to be exercised after the date which is
  six months following a Grantee's termination of employment, 

       (e)   except as provided in paragraph (f) below, all Stock Awards
  and Performance Units shall be cancelled and forfeited if a Grantee's
  employment is terminated, and <PAGE>
       (f)   in the event of the Grantee's death, disability or
  retirement, the Grantee (or his Successor) shall be entitled immediately
  to be issued a certificate or certificates for all of the Shares
  represented by his Stock Award(s) and to be paid amounts due under
  Performance Unit awards, free and clear of all performance goal
  requirements and restrictions.

  For purposes of this Section 12, the term "disability" shall mean "long
  term disability," as defined in the AMC Long Term Disability Plan, or
  any comparable plan of the Company or AMC, or, if there is no such plan,
  the inability of the Grantee to engage in any substantial gainful
  activity by reason of any medically determinable physical or mental
  impairment which can be expected to result in death or to last for a
  continuous period of not less than twelve months as determined by the
  Committee based on the opinion of a qualified physician (or other
  medical certificate) and other evidence acceptable to the Committee, and
  the term "retirement" shall mean "normal retirement" or, with the
  approval of the Committee, "early retirement" pursuant to the applicable
  terms of the AMC Defined Benefit Retirement Plan or any comparable plan
  of the Company or a Subsidiary covering a Grantee. 

       11.2  Unless the Committee determines otherwise, Options which
  pursuant to their terms are exercisable following termination of a
  Grantee's employment: 

       (a)   may be exercised only to the extent exercisable upon the
  date such employment terminates, if such termination is other than by
  reason of the Grantee's death, disability or retirement, and 

       (b)   shall be accelerated if not yet vested and shall be
  exercisable in full, free and clear of all restrictions, if such
  termination is by reason of the Grantee's death, disability or
  retirement. 

       11.3  Transfers of employment between the Company and a
  Subsidiary, or between Subsidiaries, shall not constitute termination of
  employment for purposes of any Award.  The Committee may specify in the
  terms and conditions of an Award whether any authorized leave of absence
  or absence for military or governmental service or for any other reason
  shall constitute a termination of employment for purposes of the Award
  and the Plan. 

  12. PROVISIONS RELATING TO CHANGE IN CONTROL

      The Committee may provide, at the time of an Award or thereafter,
  that if a Change of Control Event occurs (a)  any restrictions on Stock
  Awards shall lapse immediately and (b)  outstanding Options shall become
  exercisable immediately.   The Committee may also waive the satisfaction
  of performance goals with respect to Performance Stock Awards and
  Performance Units upon the occurrence of a Change in Control Event. 

  13. WRITING EVIDENCING AWARDS

      Each Award granted under the Plan shall be evidenced by a writing
  which may, but need not, be in the form of an agreement to be signed by
  the Grantee.  The writing shall set forth the nature and size of the
  Award, its Term, the other terms and conditions thereof, other than
  those set forth in the Plan, and such other information as the Committee
  directs. Acceptance of, or receipt of the benefits of, an Award by the
  Grantee shall be conclusively presumed to be assent to the terms and<PAGE>
  conditions set forth therein, whether or not the writing is in the form
  of an agreement to be signed by the Grantee. 

  14. EXERCISE OF RIGHTS UNDER AWARDS
      
       14.1  A person entitled to exercise an Option may do so by
  delivery of a written notice to that effect specifying the number of
  Shares with respect to which the Option is being exercised and any other
  information the Committee may prescribe. 

       14.2  The notice of exercise shall be accompanied by payment in
  full of the purchase price for any Shares to be purchased, with such
  payment being made in cash, certified or bank cashier's check or money
  order or in Shares having a Fair Market Value equivalent to the purchase
  price of such Shares to be purchased, or a combination thereof.  If
  approved by the Committee, payment of the purchase price of an Option
  may also be made by Note, provided that unless the Shares issued are
  treasury shares at least the par value of the Shares issued shall be
  paid in cash or equivalent or Shares as provided above.  The Committee
  shall establish appropriate methods for accepting Shares and may impose
  such conditions as it deems appropriate on the use of such Shares to
  exercise an Option. 

       14.3  Upon exercise of an Option, or after grant of a Stock Award
  but before a distribution of Shares in satisfaction thereof, the Grantee
  may request in writing that the Shares to be issued in satisfaction of
  the Award be issued in the name of the Grantee and another person as
  joint tenants with right of survivorship or as tenants in common. 

       14.4  All notices or requests to the Company provided for herein
  shall be delivered to the Secretary of the Company. 

  15. EFFECTIVE DATE AND DURATION OF THE PLAN AND DATE OF AWARD

       15.1  The Plan shall become effective on November 10, 1994,
  provided any Awards granted hereunder shall be subject to approval of
  any governmental body having jurisdiction over the Company with respect
  to this Plan within the time limits applicable to any such governmental
  approvals. 

       15.2  The Plan shall remain in effect until all Awards have been
  exercised or satisfied in accordance herewith, but no Awards may be
  granted under the Plan after the date of the first stockholders meeting
  held in 1999 or December 31, 1999, whichever first occurs.  The terms of
  any Award may be amended at any time prior to the end of its Term in
  accordance with and subject to the limitations of the Plan. 

       15.3  The date of an Award shall be the date on which the
  Committee's determination to grant the same is final, or such later date
  as shall be specified by the Committee in connection with its
  determination. 

  16.  AMENDMENTS TO AWARDS

      The Committee may at any time unilaterally amend or terminate and
  cash out any unexercised or unpaid Award, whether earned or unearned,
  including, but not by way of limitation, Awards earned but not yet paid,
  and/or substitute another Award of the same or different type, to the
  extent it deems appropriate; provided, however, that any amendment to
  (but not termination of) an outstanding Award which, in the opinion of
  the Committee, is materially adverse to the Grantee, or any amendment or<PAGE>
  termination which, in the opinion of the Committee, may subject the
  Grantee to liability under Section 16 of the Exchange Act, shall require
  the Grantee's consent.  It shall be conclusively presumed that any
  adjustment for changes in capitalization as provided for herein are not
  adverse to a Grantee. 

  17.  STOCKHOLDER STATUS

      No person shall have any rights as a stockholder by virtue of the
  grant of an Award under the Plan, except with respect to Shares actually
  issued to that person. 

  18.  POSTPONEMENT OR NON-EXERCISE

      The Company shall not be required to issue any certificate or
  certificates for Shares upon the exercise  of an Option or upon the
  vesting of a Stock Award granted under the Plan prior to (a) the
  obtaining of any approval from any governmental agency which the Company
  shall, in its sole discretion, determine to be necessary or advisable,
  (b) the taking of any action in order to comply with restrictions or
  regulations incident to the maintenance of a public market for its
  Shares; and (c) the completion of any registration or other
  qualification of such Shares under any state or Federal law or rulings
  or regulations of any governmental body which the Company shall, in its
  sole discretion, determine to be necessary or advisable.  The Company
  shall not be obligated by virtue of any terms and conditions of any
  Award or any provisions of the Plan to recognize the exercise of an
  Option or to sell or issue shares in violation of the Securities Act or
  the law of any government having jurisdiction thereof.  Any postponement
  or delay by the Company in recognizing the exercise of any Option or in
  issuing any Shares under a Stock Award or otherwise hereunder shall not
  extend the Term of an Option nor shorten the Term of any restriction
  attached to any Stock Award and neither the Company nor its directors or
  officers shall have any obligation or liability to the Grantee of an
  Award, to a Successor or to any other person with respect to any Shares
  as to which the Option shall lapse because of such postponement or as to
  which issuance under a Stock Award was delayed. 

  19.  TERMINATION, SUSPENSION OR MODIFICATION OF PLAN

      The Board may terminate, suspend or modify the Plan at any time and
  in any manner, provided, however, that without stockholder approval the
  Board will not adopt an amendment that requires stockholder approval
  under Rule 16b-3. 

       No termination or suspension of the Plan shall adversely affect
  any right acquired by any Grantee or any Successor under an Award
  granted before the date of such termination or suspension except to the
  extent permitted in Section 16. 

  20.  ADJUSTMENTS FOR CORPORATE CHANGES

       20.1  In the event of a recapitalization, stock split, stock
  dividend, combination or exchange of shares, merger, consolidation,
  rights offering, reorganization or liquidation, or any other change  in
  the corporate structure or shares of the Company, the Committee may (a)
  make such equitable adjustments, designed to protect against dilution or
  enlargement, as it may deem appropriate in the number and kind of Shares
  authorized by the Plan and, with respect to outstanding Awards, in the
  number and kind of Shares covered thereby and in the Option price, and
  (b) make such arrangements, which shall be binding upon the holders of<PAGE>
  unexpired Options and outstanding Stock Awards, for the substitution of
  new Options or Stock Awards for any unexpired Options or Stock Awards
  then outstanding under the Plan or for the assumption of any such
  unexpired Options and outstanding Stock Awards. 

       20.2  In the event that the Company agrees (a) to sell or
  otherwise dispose of all or substantially all of the Company's assets,
  or (b) to be wholly or partially liquidated, or (c) to participate in a
  merger, consolidation or reorganization, or (d) to sell or otherwise
  dispose of substantially all the assets of, or a majority interest in, a
  Subsidiary or division, then the Committee may determine that any and
  all Options granted under the Plan, in situations involving an event
  described in clauses (a) through (c), and any and all Options granted to
  employees of the affected Subsidiary or division, in situations
  described in clause (d), shall be immediately exercisable in full, and
  any and all Shares issuable pursuant to Stock Awards or cash payable
  under Performance Units made under the Plan, in situations involving an
  event described in clauses (a) through (c), and any and all Shares
  issuable pursuant to Stock Awards or cash payable under Performance
  Units granted to employees of the affected Subsidiary or division, in
  situations described in clause (d), shall be immediately issuable or
  paid in full, as the case may be.  The Committee may also determine that
  any Options not exercised, and any Stock Awards or Performance Units
  with respect to which any restrictions shall not have lapsed or
  conditions shall not have been satisfied, prior to any such event, or
  within such period of time thereafter (not to exceed 120 days) as the
  Committee shall determine, shall terminate. 

       20.3  The grant of any Award pursuant to the Plan shall not affect
  in any way the right or power of the Company to make adjustments,
  reclassifications,  reorganizations or changes of its capital or
  business structure or to merge or to consolidate or to dissolve,
  liquidate or sell, or transfer all or any part of its business or assets
  or the business, assets or stock of a Subsidiary. 

  21. NON-UNIFORM DETERMINATION

      The Committee's determination under the Plan including, without
  limitation, determination of the persons to receive Awards, the form,
  amount and type of Awards, the terms and provisions of Awards and the
  written material evidencing such Awards, any amendments to the terms and
  provisions of any Awards, and the granting or rejecting of applications
  for delivery of Shares need not be uniform and may be made selectively
  among otherwise eligible employees whether or not such employees are
  similarly situated. 

  22.  TAXES

       22.1  The Company may pay, withhold or require a Grantee to remit
  to it amounts sufficient to satisfy the Company's federal, state, local
  or other tax withholding obligations attributable to any Awards after
  giving notice to the person entitled to receive such amount, and the
  Company may defer making payment of any Award if any such tax, charge or
  assessment may be pending until indemnified to its satisfaction. 

       22.2  Subject to the consent of the Committee, in connection with
  (a) the exercise of a Non-Qualified Stock Option or (b) satisfaction of
  conditions and/or lapse of restrictions on a Stock Award, a Grantee may
  make an irrevocable election to tender back to the Company Shares
  received pursuant to (a) or (b), having a Fair Market Value sufficient
  to satisfy all or part of the Company's total federal, state, local and<PAGE>
  other tax withholding obligations associated with the transaction.  Any
  such election shall be irrevocable and must be made by a Grantee prior
  to the Tax Date, by delivering written notice to the Secretary of the
  Company together with such information and documents as the Committee
  may prescribe.  The Committee may disapprove of any election, may
  suspend or terminate the right to  make elections, or may provide with
  respect to any Award under this Plan that the right to make elections
  shall not apply to such Awards. 

       22.3  If a Grantee is an officer of the Company and is subject to
  the provisions of Section 16 of the Exchange Act, then an election is
  subject to the following additional restrictions: 

       (a)   No election shall be made within six months of the grant of
  the Award. 

       (b)   The election must be made during a Window Period. 

       22.4  If, pursuant to the provisions of the Code, the Tax Date of
  an Award is deferred and a Grantee elects to have Shares withheld, the
  full number of Option Shares or Stock Award Shares may be issued but the
  Grantee shall enter into an agreement unconditionally obligating him or
  her to tender back to the Company the proper number of Shares on the Tax
  Date. 

  23. NONCOMPETITION AND FORFEITURE PROVISION

      If the Committee so determines, an Award may specify that a Grantee
  shall forfeit all unexercised, unearned, and/or unpaid Awards,
  including, but not limited to, Awards earned but not yet paid if, in the
  opinion of the Committee, the Grantee, at any time during the period of
  Grantee's employment and for one (1) year thereafter, without the
  written consent of the Committee, engages directly or indirectly in any
  manner or capacity as principal, agent, partner, officer, director,
  employee, or otherwise, in any business or activity competitive with the
  business conducted by the Company, in the geographic area in which the
  Company does business, or in any manner which is inimical to the best
  interests of the Company. 

  24. TENURE

      Nothing in the Plan or in any agreement entered into pursuant to the
  Plan shall confer upon any participant the right to continue in the
  employment of the Company or  any Subsidiary or affect any right which
  the Company or Subsidiary has to terminate the employment of such
  participant. An employee terminated for cause, as determined by the
  Company, shall forfeit all of his rights under the Plan, except as to
  Options already exercised and Stock Awards on which restrictions have
  already lapsed. 

  25. APPLICATION OF PROCEEDS

      The proceeds received by the Company from the sale of its Shares
  under the Plan shall be used for general corporate purposes of the
  Company and its Subsidiaries. 

  26. OTHER ACTIONS

      Nothing in the Plan shall be construed to limit the authority of the
  Company to exercise its corporate rights and powers, including, by way
  of illustration and not by way of limitation, the right to grant options<PAGE>
  or pay bonuses for proper corporate purposes otherwise than under the
  Plan to any employee or any other person, firm, corporation, association
  or other entity, or to grant options to, or assume options of, any
  person in connection with the acquisition by purchase, lease, merger,
  consolidation or otherwise, of all or any part of the business and
  assets of any person, firm, corporation, association or other entity. 


  27.  GENDER AND NUMBER

      Except when otherwise indicated by the context, words in the
  masculine gender when used in the Plan shall include the feminine
  gender, the singular shall include the plural, and the plural shall
  include the singular. 

  28.  REQUIREMENTS OF LAW, GOVERNING LAW

      The granting of Awards and the issuance of Shares shall be subject
  to all applicable laws, rules and regulations, and to such approvals by
  any governmental agencies or national securities exchanges as may be
  required.  The Plan, and all agreements hereunder, shall be construed in
  accordance with and governed by the laws of the State of Missouri. 

  29.  EFFECT ON OTHER PLANS

      Participation in this Plan shall not affect an employee's
  eligibility to participate in any other benefit or incentive plan of the
  Company or a Subsidiary.  Any Awards made pursuant hereto shall not be
  used in determining the benefits provided under any other plan of the
  Company or a Subsidiary unless specifically provided therein.<PAGE>





                                                     EXHIBIT 5.1
                               March 16, 1995




  AMC Entertainment Inc.
  106 West 14th Street, Suite 1700
  Kansas City, Missouri 64105

   Re: 1994 Stock Option and Incentive Plan

  Ladies and Gentlemen:

   We have acted as counsel for AMC Entertainment Inc., a Delaware
  corporation (the "Company"), in connection with the preparation and
  filing of a registration statement on Form S-8 (the "Registration
  Statement") for the registration under the Securities Act of 1933, as
  amended, of 1,000,000 shares of the common stock, par value 66 2/3c per
  share (the "Shares"), of the Company, which shares are to be issued
  under the Company's 1994 Employee Stock Option and Incentive Plan (the
  "Plan").

   In connection therewith we have examined:

   1.     Resolutions approving the Plan and authorizing the preparation
  and filing of the Registration Statement, and amendments thereto, and
  certain related actions;

   2.     The Registration Statement;

   3.     The Plan;

   4.     The Restated and Amended Certificate of Incorporation of the
  Company; and

   5.     The Bylaws of the Company.

   We have also made such other factual and legal investigations as we
  deemed necessary or appropriate in order to render the opinion hereafter
  expressed.  In such examinations, we have assumed the genuineness of all
  signatures, the authenticity of all documents submitted to us as
  originals and the conformity to original documents submitted to us as
  certified copies or photocopies.

   Based solely on the foregoing, we are of the opinion that:

   1.     The Company has authority to issue options and Shares upon the
  exercise of said options and to issue Shares pursuant to Performance and
  Restricted Stock Awards pursuant to the Plan; and<PAGE>





   2.     The Shares are duly authorized, and, upon receipt by the
  Company of adequate consideration therefor pursuant to the Plan and
  delivery by the Company, said Shares will be validly issued, fully paid
  and nonassessable;

   3.     The Plan is not subject to the Employment Retirement Income
  Securities Act of 1974.

   We express no opinion as to the laws of any jurisdiction other than
  the General Corporation Law of the State of Delaware.  The opinion set
  forth in this letter is effective as of the date hereof.  No expansion
  of our opinion may be made by implication or otherwise.  We express no
  opinion other than as herein expressly set forth.  We do not undertake
  to advise you with respect to any manner within the scope of this letter
  that comes to our attention after the date of this letter and disclaim
  any responsibility to advise you of future changes of law or fact which
  may affect the above opinion.  Other than the addressee hereof, no one
  is entitled to rely on this opinion; provided, however, that we hereby
  consent to all references to the undersigned in the Registration
  Statement and the Prospectus contained therein, and in all amendments
  thereto, and to the filing of this opinion by the Company as an exhibit
  to said Registration Statement.

                                     Very truly, yours,


                                     /s/ Gage & Tucker L.C.
                                     Gage & Tucker L.C.<PAGE>








                                                   EXHIBIT 23.2
                     CONSENT OF INDEPENDENT ACCOUNTANTS





  To the Board of Directors and Stockholders of
    AMC Entertainment Inc.
  Kansas City, Missouri

       We consent to the incorporation by reference in the registration
  statement of AMC Entertainment Inc. (the "Company") on Form S-8
  respecting the Company's 1994 Stock Option and Incentive Plan, of our
  report dated May 23, 1994 on our audits of the consolidated financial
  statements and financial statement schedules of the Company as of March
  31, 1994 and April 1, 1993 and for the years (52 weeks) then ended,
  which report is included in the Company's annual report on Form 10-K.


  /s/ Coopers & Lybrand L.L.P.
  Kansas City, Missouri
  March 16, 1995<PAGE>





                                                        EXHIBIT 23.3
                       INDEPENDENT AUDITORS' CONSENT





       We consent to the incorporation by reference in this Registration
  Statement of AMC Entertainment Inc. on Form S-8 pertaining to the AMC
  Entertainment Inc. 1994 Stock Option and Incentive Plan of our report
  dated May 21, 1992 (June 21, 1993 as to Note 2 on the 1993 financial
  statements, not included therein) appearing in the Annual Report on Form
  10-K of AMC Entertainment Inc. for the fiscal year ended March 31, 1994.


  /s/ Deloitte & Touche LLP
  Kansas City, Missouri
  March 16, 1995<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 63300}]
{"company-data": {"conformed-name": "AMC ENTERTAINMENT INC", "cik": "0000722077", "assigned-sic": "7830", "irs-number": "431304369", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-58129", "film-number": "95521555"}, "business-address": {"street1": "106 W 14TH ST", "street2": "P.O. BOX 419615", "city": "KANSAS CITY", "state": "MO", "zip": "64141-6615", "phone": "8162214000"}}
Securities and Exchange Commission
                             Washington, D.C. 20549

                                    FORM S-8

                             Registration Statement
                                     Under
                           The Securities Act of 1933

                             AMC Entertainment Inc.
             (Exact Name of Registrant as Specified in Its Charter)

                                    Delaware
         (State or Other Jurisdiction of Incorporation or Organization)

                                   43-1033275
                    (I.R.S. Employer Identification Number)

               106 West 14th Street, Kansas City, Missouri 64105
              (Address of Principal Executive Offices) (Zip Code)

          AMC Entertainment Inc. 1994 Stock Option and Incentive Plan
                              (Full Title of Plan)

                                 Peter C. Brown
                              106 West 14th Street
                          Kansas City, Missouri  64105
                                 (816) 221-4000

           (Name, Address and Telephone Number of Agent for Service)

                        Calculation of Registration Fee

                            Proposed
                             Maximum     Proposed
    Title of                Offering      Maximum
   Securities    Amount       Price      Aggregate     Amount of
     to be       to be      Per Share    Offering    Registration
   Registered  Registered      (1)       Price (1)        Fee
  Common
  Stock 66  cents par   1,000,000
  value       shares      $11.8125     $11,812,500   $4,073 

  1  The maximum offering price is estimated to be $11.8125 per share
  pursuant to Rule 457(h)(1) and 457(c)  solely for the purpose of
  calculating the registration fee, which amount represents the average of
  the high and low prices of the Registrant's common stock reported on the
  AMEX composite tape on March 13, 1995.
Part II

  Information Required In The Registration Statement

  Item 3.  Incorporation of Documents by Reference.

       The following documents filed by the Registrant with the
       Securities and Exchange Commission (the" Commission") are
       incorporated herein by reference and hereby made a part hereof:

        (a)           The Registrant's annual report on Form 10-K for the
                      fiscal year ended March 31, 1994.

        (b)           All other reports filed by the Registrant pursuant
                      to Section 13(a) or 15(d) of the Securities Exchange
                      Act of 1934 since March 31, 1994.

        (c)           The description of the Registrant's Common Stock
                      contained in Registrant's Form 8-A filed August 18,
                      1983 (File no. 0-12429) and the description of its
                      $1.75 Cumulative Convertible Preferred Stock
                      contained in Amendment No. 1 to its Form  8-A
                      respecting such Preferred Stock, dated February 18,
                      1994.

        (d)           All documents hereafter filed by the Registrant
                      pursuant to Sections 13(a), 13(c), 14 or 15(d) of
                      the Securities Exchange Act of 1934 prior to the
                      filing of a post-effective amendment that indicates
                      all of the securities offered hereby have been sold
                      or that deregisters all securities then remaining
                      unsold.

  Item 4.  Description of Securities.

       Not applicable.

  Item 5.  Interests of Named Experts and Counsel.

       The validity of the issuance of the shares of Common  Stock
       offered hereby have been passed upon for the Company by Gage &
       Tucker L.C., Kansas City, Missouri.  Raymond F. Beagle, Jr., a
       member of Gage & Tucker L.C., is general counsel of the
       Registrant.

  Item 6.  Indemnification of Directors and Officers.

       AMC Entertainment Inc. ("AMCE") is incorporated in Delaware. 
       Under Section 145 of the Delaware General Corporation Law, a
       corporation has the power, under specified circumstances, to
       indemnify its directors, officers, employees and agents in
       connection with actions, suits or proceedings brought against them
       by a third party or in the right of the corporation, by reason of
       the fact that they were or are such directors, officers, employees
       or agents, against expenses incurred in any such action, suit, or
       proceeding.  AMCE's Certificate of Incorporation requires
       indemnification of directors and officers to the full extent
       permitted by the Delaware General Corporation Law and provides
       that, in any action by a claimant, AMCE shall bear the burden of
       proof that the claimant is not entitled to indemnification.
Section 102(b)(7) of the Delaware General Corporation Law provides
       that a certificate of incorporation may contain a provision
       eliminating or limiting the personal liability of a director to
       the corporation or its stockholders for monetary damages for
       breach of fiduciary duty as a director provided that such
       provision shall not eliminate or limit the liability of a director
       (i) for any breach of the director's duty of loyalty to the
       corporation or its stockholders, (ii) for acts or omissions not in
       good faith or which involve intentional misconduct or a knowing
       violation of law, (iii) under Section 174 (relating to liability
       for unauthorized acquisitions or redemptions of, or dividends on,
       capital stock) of the Delaware General Corporation Law, or
       (iv) for any transaction from which the director derived an
       improper personal benefit.  The Certificate of Incorporation of
       AMCE contains the provisions permitted by Section 102(b)(7) of the
       Delaware General Corporation Law.

       Section 3.6 of AMCE's 1994 Stock Option and Incentive Plan (the
       "Plan") provides that service on AMCE's Compensation Committee
       constitutes service as a director of AMCE so that members of the
       Compensation Committee, who are charged with the administration of
       the Plan, are entitled to indemnification and reimbursement as
       directors pursuant to AMCE's Certificate of Incorporation, Bylaws
       or any agreements between AMCE and its directors providing for
       indemnification.

  Item 7.  Exemption from Registration Claimed.

       Not applicable.

  Item 8.  Exhibits.

        4.1 -              Certificate of Incorporation of AMC
                           Entertainment Inc.  (1) 

        4.2 -              Certificate of Designations Relating to $1.75
                           Cumulative Convertible Preferred Stock of AMC
                           Entertainment Inc. (2)

        4.3 -              Bylaws of AMC Entertainment Inc. (3)

       *4.4 -              AMC Entertainment Inc. 1994 Stock Option and
                           Incentive Plan.

       *5.1 -              Opinion of Gage & Tucker L.C. as to the
                           validity of the stock being issued.

      *23.1 -              Consent of Gage & Tucker L.C. to the use of
                           their opinion filed as Exhibit 5.1 (included in
                           E xhibit 5.1).

      *23.2 -              Consent of Coopers & Lybrand L.L.P.

      *23.3 -              Consent of Deloitte & Touche L.L.P.

      *24.1 -              Power of Attorney (included elsewhere in the
                           Registration Statement).
(1)   Previously filed as Exhibit 3.1 to Registrant's
                   Form S-2 (File no. 33-51693) filed December 23, 1993,
                   as amended, and incorporated herein by reference.

            (2)    Previously filed as Exhibit 3.2 to Registrant's
                   Form S-2 (File no. 33-51693) filed December 23, 1993,
                   as amended, and incorporated herein by reference.

             (3)   Previously filed as Exhibit 3.3 to Registrant's
                   Form S-2 (File no. 33-51693) filed December 23, 1993,
                   as amended, and incorporated herein by reference.

            *Filed Herewith.

  Item 9. Undertakings.

        1.   Rule 415 Offering.

          The undersigned Registrant hereby undertakes:

          (a)    To file, during any period in which offers or sales are
                 being made, a post-effective amendment to this
                 Registration Statement:

             (i) to include any prospectus required by Section 10(a)(3)
                 of the Securities Act of 1933;

            (ii) to reflect in the prospectus any facts or events arising
                 after the effective date of the Registration Statement
                 (or the most recent post-effective amendment thereof)
                 which, individually or in the aggregate, represent a
                 fundamental change in the information set forth in the
                 Registration Statement;

           (iii) to include any material information with respect to the
                 plan of distribution not previously disclosed in the
                 Registration Statement or any material change to such
                 information in the Registration Statement;

             provided, however, that paragraphs 1.(a)(i) and 1.(a)(ii) do
             not apply if the information required to be included in a
             post-effective amendment by those paragraphs is contained in
             periodic reports filed by the Registrant pursuant to
             Section 13 or Section 15(d) of the Securities Exchange Act
             of 1934 that are incorporated by reference in this
             Registration Statement;

          (b)    That, for the purpose of determining any liability under
                 the Securities Act of 1933, each such post-effective
                 amendment shall be deemed to be a new registration
                 statement relating to the securities offered therein, and
                 the offering of such securities at that time shall be
                 deemed to be a new registration statement relating to the
                 securities offered therein, and the offering of such
                 securities at that time shall be deemed to be the initial
                 bona fide offering thereof.

          (c)    To remove from registration by means of a post-effective
                 amendment any of the securities being registered which
                 remain unsold at the termination of the offering.
2. Filings Incorporating Subsequent Exchange Act Documents by
          Reference.

          The undersigned Registrant hereby undertakes that, for purposes
          of determining any liability under the Securities Act of 1933,
          each filing of the Registrant's annual report pursuant to
          Section 13(a) or 15(d) of the Securities Exchange Act of 1934
          that is incorporated by reference in the Registration Statement
          shall be deemed to be a new registration statement relating to
          the securities offered therein, and the offering of such
          securities at that time shall be deemed to be the initial bona
          fide offering thereof.

       3. Indemnification Matters.

          Insofar as indemnification for liabilities arising under the
          Securities Act of 1933 may be permitted to directors, officers
          and controlling persons of the Registrant pursuant to the
          foregoing provisions, or otherwise, the Registrant has been
          advised that in the opinion of the Securities and Exchange
          Commission such indemnification is against public policy as
          expressed in the Securities Act of 1933 and is, therefore,
          unenforceable.  In the event that a claim for indemnification
          against such liabilities (other than the payment by the
          Registrant of expenses incurred or paid by a director, officer
          or controlling person of the Registrant in the successful
          defense of any action, suit or proceeding) is asserted by such
          director, officer or controlling person in connection with the
          securities being registered, the Registrant will, unless in the
          opinion of its counsel the matter has been settled by
          controlling precedent, submit to a court of appropriate
          jurisdiction the question of whether such indemnification by it
          is against public policy as expressed in the Securities Act of
          1933 and will be governed by the final adjudication of such
          issue.

                                 SIGNATURES

  Pursuant to the requirements of the Securities Act of 1933, the
  Registrant certifies that it has reasonable grounds to believe that it
  meets all of the requirements for filing on Form S-8 and has duly caused
  this Registration Statement to be signed on its behalf by the
  undersigned, thereunto authorized, in Kansas City, Missouri on this 16th
  day of March, 1995.

                                          AMC ENTERTAINMENT INC.

                                          By      /s/ Peter C. Brown       
             
                                               Peter C. Brown
                                               Executive Vice President
Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities indicated on the dates indicated below.  By so signing, each
  person whose signature appears below this Registration Statement on Form
  S-8 in his or her capacity as a director or officer, or both, as the
  case may be of the Registrant, does hereby severally constitute and
  appoint Peter C. Brown and Richard L. Obert, and each of them severally,
  his or her true and lawful attorney-in-fact and agent, with the full
  power of substitution and resubstitution, to sign for him or her and in
  his or her name, place and stead in any and all capacities indicated
  below, any and all pre-effective and post-effective amendments to this
  Registration Statement on Form S-8, and to file the same, with all
  exhibits thereto and other documents in connection therewith, with the
  Securities and Exchange Commission, granting unto said attorneys-in-fact
  and agents, and each of them, full power and authority to do and perform
  each and every act and thing requisite and necessary fully to all
  intents and purposes as he or she might or could do in person thereby
  ratifying and confirming all that said attorneys-in-fact and agents or
  any of them, or their or his or her substitute, may lawfully do or cause
  to be done by virtue hereof.

  Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the date indicated.

  Date:     March 16, 1995                /s/  Stanley H. Durwood          
                               
                                     Stanley H. Durwood, Chairman of the
                                     Board, Chief Executive Officer and
                                     Director

  Date:     March 16, 1995            /s/ Paul E. Vardeman                 
                              
                                     Paul E. Vardeman, Director

  Date:     March 16, 1995                /s/ Charles J. Egan, Jr.         
                                   
                                     Charles J. Egan, Jr., Director

  Date:     March 16, 1995                /s/ Edward D. Durwood            
                             
                                     Edward D. Durwood, President,
                                     Vice Chairman of the Board and
                                     Director

  Date:     March 16, 1995            /s/ Peter C. Brown                   
                                          Peter C. Brown, Executive Vice
                                          President,
                                     Chief Financial Officer and Director
Date:      March 16, 1995              /s/ Philip M. Singleton           
                                
                                     Philip M. Singleton, Executive Vice
                                     President, Chief Operating Officer
                                     and Director

  Date:     March 16, 1995                /s/ Richard L. Obert             
                                  
                                     Richard L. Obert, Vice President and
                                     Chief Accounting Officer
EXHIBIT 4.4
                           AMC ENTERTAINMENT INC.
                    1994 STOCK OPTION AND INCENTIVE PLAN

  1. PURPOSE.

      The AMC Entertainment Inc. 1994 Stock Option and Incentive Plan is
  intended to incorporate stock-based and results-oriented awards into the
  ongoing compensation packages of executives and managers and to thereby
  increase the alignment of the interests of such persons and
  stockholders.  The Plan is intended to foster in participants a strong
  incentive to exert maximum effort for the continued success and growth
  of the Company and its Subsidiaries and the enhancement of stockholders'
  interests, to aid in retaining individuals who exert such efforts and to
  assist in attracting the best available individuals in the future. 

  2. DEFINITIONS

      When used herein, the following terms shall have the meaning set
  forth below: 

   2.1  "AMC" means American Multi-Cinema, Inc., a wholly-owned subsidiary
  of the Company. 

   2.2  "Award" means an Option, a Stock Award or a Performance Unit. 

   2.3  "Board" means the Board of Directors of the Company. 

   2.4  A "Change of Control Event" shall be deemed to have occurred at
  the first time that (a) a majority of the Board of Directors of the
  Company, over a two-year period, is replaced from the directors who
  constituted the Board of Directors of the Company at the beginning of
  such period, which replacement shall not have been approved by the Board
  of Directors of the Company (or replacement directors approved by the
  Board of Directors of the Company), as constituted at the beginning of
  such period, or (b) a person or entity or group of persons or entities
  acting in concert as a partnership or other group (other than the DI
  affiliates, any Subsidiary, any employee stock purchase plan, stock
  option plan or other stock incentive plan or program, retirement plan or
  automatic reinvestment plan or any substantially similar plan of the
  Company or any Subsidiary or any person holding securities of the
  Company for or pursuant to the terms of any such employee benefit plan)
  shall, as a result of a tender or exchange offer, open market purchases,
  privately negotiated purchases or otherwise, have become the beneficial
  owner (within the meaning of Rule 13d-3 under the Exchange Act) of
  securities of the Company representing 50% or more of the combined
  voting power of the then outstanding securities of the Company
  ordinarily (and apart from rights accruing under special circumstances)
  having the right to vote in the election of Directors. 

   2.5  "Code" means the Internal Revenue Code of 1986 as amended from
  time to time. 

   2.6  "Committee" means the Board's Compensation Committee, or such
  other committee of Directors as may be designated by the Board,
  authorized to administer this Plan.  The Committee shall consist of not
  fewer than two (2) Directors and shall be constituted so as to permit
  the Plan to comply with Rule 16b-3 or any successor provision of similar
  import.
2.7  "Common Stock" means the Company's Common Stock, par value 662  per 
share. 

   2.8  "Company" means AMC Entertainment Inc., a corporation organized
  and existing under the laws of the State of Delaware, or such Company by
  whatever name it may at the time have. 

   2.9  "DI Affiliates" means (a) Mr. Stanley H. Durwood, his spouse and
  any of his lineal descendants and their respective spouses (collectively
  the "Durwood Family"), (b) any controlled affiliate of any member of the
  Durwood Family and (c) any trust for the benefit of one or more members
  of the Durwood Family (whether or not any member of the Durwood Family
  is a trustee of such trust) or one or more charitable organizations. 

   2.10  "Director" means a member of the Board. 

   2.11  "Exchange Act" means the Securities Exchange Act of 1934, as
  amended from time to time. 

   2.12  "Fair Market Value" means with respect to the Company's Shares
  the closing sales price of the Shares, as reported on the American Stock
  Exchange, or, if not so reported, on the NASDAQ/National Market System,
  or, if not so reported, the closing sales price as reported by any other
  appropriate reporting system of general circulation, on the date for
  which the value is to be determined, or if there is no closing sales
  price on such date, then on the last day for which transactions in
  Shares were so reported prior to the date on which the value is to be
  determined. 

   2.13  "Grantee" means a person to whom an Award is made. 

   2.14  "Incentive Stock Option" or"ISO" means an Option awarded under
  the Plan which meets the terms and conditions established by Code 
  Section 422 and applicable regulations thereunder for such an Option. 

   2.15  "Non-Qualified Stock Option" or"NQSO" means an Option awarded
  under the Plan which by its terms and conditions is not an ISO. 

   2.16  "Option" means the right to purchase, at a price, for a term,
  under conditions, and for cash or other considerations (which may
  include a note from the Grantee) fixed by the Committee in accordance
  with such restrictions as the Plan and the Committee impose, a number of
  Shares specified by the Committee (subject to limitations imposed by
  this Plan).  An Option can be either an ISO or NQSO or a combination
  thereof. 

   2.17  "Plan" means the Company's 1994 Stock Option and Incentive Plan. 

   2.18  "Performance Unit" means an Award payable only in cash and valued
  by reference to designated criteria (other than Shares) established by
  the Committee. 

   2.19  "Rule 16b-3" means Rule 16b-3 promulgated under the  Exchange
  Act. 

   2.20  "Securities Act" means the Securities Act of 1933, as amended
  from time to time. 

   2.21  "Shares" means shares of the Company's Common Stock or if by
  reason of the adjustment provisions hereof any rights under an Award
  under the Plan pertain to any other security, such other security.
2.22  "Stock Award" means the grant of a right to receive, at a time or
  times fixed by the Committee in accordance with the Plan and subject to
  such other limitations and restrictions as the Plan and the Committee
  impose, the number of Shares specified by the Committee.  A Stock Award
  may be either a "Performance Stock Award", under which the receipt of
  Shares, subject to provisions of the Plan permitting acceleration, will
  be conditioned on the attainment by the Company or a Subsidiary or a
  division during a performance period of performance goals established by
  the Committee, or a "Restricted Stock Award", under which the receipt of
  Shares, subject to provisions of the Plan permitting acceleration, is
  conditioned on the continued employment of the Grantee or such other
  conditions as the Committee may impose, or both. 

   2.23  "Subsidiary" means any business, including AMC, whether or not
  incorporated, in which the Company, at the time an Award is granted or
  in other cases at the time of reference, owns directly or indirectly not
  less than 50% of the equity interest. 

   2.24  "Successor" means the legal representative of the estate of a
  deceased Grantee or the person or persons who shall acquire the right to
  exercise an Option, to receive Shares issuable in satisfaction of a
  Stock Award or to receive other amounts payable under an Award,  by
  bequest or inheritance or by reason of the death of the Grantee or
  pursuant to a qualified domestic relations order as defined by the Code
  or Title I of the Employment Retirement Income Security Act, or the
  rules thereunder. 

   2.25  "Tax Date" means the date on which the amount of tax to be
  withheld with respect to an Option or Stock Award is determined. 

   2.26  "Term" means the period during which a particular Option may be
  exercised or the period during which the conditions and/or restrictions
  placed on an Award are in effect. 

   2.27  "Window Period" means a period beginning on the third business
  day following the date of release of a quarterly or annual summary
  statement of sales and earnings of the Company and ending on the twelfth
  business day following such date. 

  3. ADMINISTRATION OF THE PLAN

       3.1   The Plan shall be administered by the Committee. 

       3.2   The Committee shall have plenary authority, subject to
  provisions of the Plan, to: (a)  determine when and to whom Awards shall
  be granted; (b) determine the form of each Award, its Term, the number
  of Shares covered by it, if any, the participation by a Grantee in other
  plans, and any other terms or conditions of each such Award, including
  the time and conditions of exercise or vesting; (c) determine whether
  Awards will be granted singly or in combination or tandem; (d) determine
  the performance goals, if any, that will be applicable to the Award and
  eliminate or reduce an Award otherwise payable that is based on
  performance goals; (e) accelerate the vesting, exercise,  or payment of
  an Award when such action(s) would be in the best interests of the
  Company; and (f) take any and all other action it deems necessary or
  advisable for the proper operation or administration of the Plan.  The
  Committee also shall have the authority to grant Awards in replacement
  of Awards previously granted under the Plan or any other plan of the
  Company or a Subsidiary.  The Committee's actions in making Awards and
  fixing their size, Term, and other terms and conditions shall be final
  and conclusive on all persons.
3.3   The Committee shall have the sole responsibility for
  construing and interpreting the Plan, for establishing (and amending)
  such rules and regulations as it deems necessary or desirable for the
  proper administration of the Plan, and for resolving all questions
  arising under the Plan.  Any decision or action taken by the Committee
  arising out of or in connection with the construction, administration,
  interpretation and effect of the Plan and of its rules and regulations
  shall, to the extent permitted by law, be within its absolute
  discretion, except as otherwise specifically provided herein, and shall
  be conclusive and binding upon all Grantees, all Successors, and any
  other person, whether that person is claiming under or through any
  Grantee or otherwise. 

       3.4   The Committee may designate one of its members as Chairman. 
  It shall hold its meetings at such times and places as it may determine. 
  All determinations of the Committee shall be made by a majority of its
  members.  Any determination reduced to writing and signed by all members
  shall be fully as effective as if it had been made by a majority vote at
  a meeting duly called and held.  The Committee may make such rules and
  regulations for the conduct of its business as it shall deem advisable. 

       3.5   The Committee, in its discretion, may delegate its authority
  and duties under the Plan to the Chief Executive Officer and/or to other
  senior officers of the Company under such conditions and/or limitations
  as the Committee may establish; provided, however, that only the
  Committee may  establish performance goals and select and grant Awards
  to Grantees who are subject to Section 16 of the Exchange Act. 

       3.6   Service on the Committee shall constitute service as a
  Director, so that the members of the Committee shall be entitled to
  indemnification and reimbursement as Directors pursuant to its Bylaws
  and to any agreements between the Company and its Directors providing
  for indemnification. 

       3.7   The Committee shall regularly inform the Board as to its
  actions with respect to all Awards under the Plan and the terms and
  conditions of such Awards in a manner, at such times, and in such form
  as the Board may reasonably request. 

  4. ELIGIBILITY

      Awards may be made under the Plan to employees who are corporate or
  field executives or senior managers, including executive officers of the
  Company and its Subsidiaries. Officers shall be employees for this
  purpose, whether or not they also are Directors.  A Director who is not
  an employee shall not be eligible to receive an Award.  Awards may be
  made to eligible employees whether or not they have received prior
  Awards under the Plan or under any previously adopted plan, and whether
  or not they are participants in other benefit plans of the Company, AMC
  or any other Subsidiary. 

  5. SHARES SUBJECT TO PLAN; LIMITATIONS

       5.1   The Company hereby reserves 1,000,000 Shares, for issuance
  in connection with Awards under the Plan, subject to adjustment under
  Section 20.  During the Plan no Grantee may receive Options to acquire
  more than 325,000 Shares, Stock Awards entitling the Grantee to receive
  more than 150,000 Shares or cash awards aggregating more than $2 million
  under Performance Units.  During any 12 month period no Grantee may
  receive Options to acquire more than 65,000 Shares or cash awards
  aggregating more than $400,000 under Performance Units.  No Grantee may
receive a Stock Award or Awards entitling the Grantee to receive free of
  conditions more than 30,000 Shares with respect to any 12 month period,
  but determined on an annualized basis so that more than 30,000 Shares
  may be received at one time free of conditions with respect to a
  performance period exceeding 12 months in duration. 

       5.2   Any Shares related to Awards which (a) terminate by
  expiration, forfeiture, cancellation or otherwise without the issuance
  of such Shares, or (b) are settled in cash in lieu of Shares, shall be
  available again for grant under the Plan, provided the Participant
  received no other benefits of ownership of such Award other than voting
  rights, if any.  Notwithstanding the foregoing, no Shares which are used
  by a Participant for the full or partial payment to the Company of the
  purchase price of Shares upon exercise of an Option, or for any
  withholding taxes due as a result of such exercise, may become available
  for Awards under the Plan.  The Shares available for issuance under the
  Plan may be authorized and unissued shares or treasury shares. 

  6. GRANTING OF OPTIONS

       6.1   Subject to the terms of the Plan, the Committee may from
  time to time grant Options to persons eligible under Section 4 above and
  shall  designate such Options as ISOs or NQSOs. 

       6.2   Pursuant to Code  Section 422 and applicable regulations, an
  Option shall not be deemed to be an ISO to the extent that the aggregate
  Fair Market Value, as determined on the date or dates of grant, of
  Shares with respect to which such ISO is exercisable for the first time
  by any individual during any calendar year (under all stock option
  incentive plans of the Company or a Subsidiary) exceeds $100,000. ISOs
  which first become exercisable during a calendar year shall be taken
  into account in the order granted.  Options that exceed the $100,000
  limit shall be treated as NQSOs.  

       6.3   The purchase price of each Share subject to Option shall be
  fixed by the Committee, provided the purchase price for Shares subject
  to an Option shall not be less than 100% of the Fair Market Value of the
  Shares on the date the Option is granted. 

       6.4   Notwithstanding Section 6.3 above, pursuant to Code
  Section 422 and applicable regulations, the minimum purchase price of an
  ISO shall be 110% of the Fair Market Value of the Shares on the date the
  ISO is granted with respect to Grantees who at the time of Award are
  deemed to own 10% or more of the voting power of the Company's
  outstanding Shares.  

       6.5   Each Option shall expire and all rights to purchase Shares
  thereunder shall cease on the date fixed by the Committee. 

       6.6   Notwithstanding Section 6.5 above, pursuant to Code
  Section 422 and applicable regulations, an ISO shall expire and all
  rights to purchase Shares thereunder shall cease no later than the fifth
  anniversary of the date on which the ISO was granted with respect to
  Grantees who at the time of Award are deemed to own 10% or more of the
  voting power of the Company, and no later than the tenth anniversary of
  the date on which the ISO was granted with respect to other Grantees. 

       6.7   No Option shall become exercisable prior to the expiration
  of six months after the date of its grant, unless otherwise determined
  by the Committee or permitted by the Plan, and, subject to the
  limitations in the Plan, each Option shall be exercisable for the number
of Shares fixed by the Committee. 

  7. STOCK AWARDS

       7.1   The Committee may grant eligible employees Stock Awards
  which shall entitle Grantees to receive Shares in the future for no cash
  consideration and which may be subject to such terms, conditions and
  restrictions, if any, as the Committee may deem appropriate, including,
  without limitation, satisfaction of performance goals, restrictions on
  transferability and continued employment. 

       7.2   Subject to provisions of the Plan permitting acceleration,
  the receipt of Shares under Stock Awards granted to persons subject to
  Section 16 of the Exchange Act will be conditioned on the attainment by
  the Company or a Subsidiary or a division during a performance period of
  performance goals established by the Committee based on criterion
  described in Section 9. 

       7.3   At the time of grant of a Stock Award, the Grantee shall
  receive written evidence of the Award in such form as may be approved by
  the Committee but shall  not be entitled to issuance or delivery of a
  stock certificate evidencing the Shares covered by the Award until the
  Committee certifies that performance goals have been met and  the lapse
  of any restrictions that may have been imposed pursuant to the Award. 
  Upon the attainment of such goals and the lapse of any restrictions, a
  certificate or certificates representing the number of Shares covered by
  the Award, free and clear of all restrictions, shall be issued and
  registered in the name of, and delivered to, the Grantee. 

       7.4   Unless otherwise determined by the Committee or provided in
  the Plan, no Shares may be issued under Restricted Stock Awards unless
  the Grantee remains employed by the Company or a Subsidiary for one year
  after the date of the Award. 

  8. PERFORMANCE UNITS

       8.1   The Committee may grant Awards in the form of Performance
  Units. 

       8.2   Amounts payable under a Performance Unit may be payable at a
  specified date or dates or upon attaining performance conditions. 
  Subject to provisions of the Plan permitting acceleration, a Performance
  Unit granted to persons subject to Section 16 of the Exchange Act will
  be conditioned on the attainment by the Company or  a Subsidiary or a
  division during a performance period of performance goals established by
  the Committee based on criteria described in Section 9. 

  9. PERFORMANCE GOALS

      Performance Stock and Performance Unit Awards made to persons
  subject to Section 16 of the Exchange Act shall be based on performance
  goals established by the Committee prior to the start of a performance
  period of 12 months' duration or longer with respect to which such an
  Award is made. After the start of a performance period the Committee may
  not increase the compensation payable under an Award that is otherwise
  due upon attainment of a performance goal. The Committee shall certify
  that the performance goals have been achieved before payment of any such
  Award.  Performance goals established by the Committee shall be based
  upon, as the Committee  deems appropriate, one or more of the following
  business criteria:  (i) Company or Subsidiary EBITDA (earnings before
  interest, taxes, depreciation and amortization); (ii) Company or
Subsidiary earnings or earnings per Share; (iii) market prices of
  Shares; (iv) division operating income, or "DOI" (operating income less
  general and administrative expenses and extraordinary expenses); or (v)
  division level EBITDA (DOI less national film, home office and
  international general and administrative expenses plus capitalized lease
  adjustments); and the Committee may, in its discretion, determine
  whether an Award will be paid under any one or more of such business
  criteria.  In setting performance goals, such criteria may be measured
  against one or more of the following:  (i) the prior year or years'
  performance of the Company, a Subsidiary or a division; (ii) the
  performance of a broad based group of stocks with risk profiles similar
  to the Company's and; (iii) the performance of a peer group of two or
  more companies.  Such performance goals may be (but need not be)
  different for each performance period.  The Committee may set different
  (or the same) goals for different Grantees and for different Awards, and
  performance goals may include standards for minimum attainment, target
  attainment, and maximum attainment. In all cases, however, performance
  goals shall include a  minimum performance standard below which no part
  of the relevant Award will be earned. 

  10. NON-TRANSFERABILITY OF RIGHTS

      No Award, no rights under any Award, and no payment under the Plan
  shall be assignable or transferable otherwise than by will or the laws
  of descent and distribution or pursuant to a qualified domestic
  relations order as defined by the Code or Title I of the Employment
  Retirement Income Security Act, or the rules thereunder, and  the rights
  and the benefits of any such Award may be exercised during the lifetime
  of the Grantee only by his or her guardian or legal representative or
  Successor. 

  11.  DEATH, DISABILITY, RETIREMENT AND OTHER TERMINATION OF EMPLOYMENT

       11.1  Subject to the terms of the Plan, the Committee may make
  such provisions concerning exercise or lapse of Awards upon the
  Grantee's death, disability, retirement, or other termination of
  employment as it shall in its discretion determine, provided that: 

       (a)   except as provided in paragraph (b) below, no provision
  shall permit an ISO to be exercised after the date three months
  following the Grantee's termination of employment, 

       (b)   no provision shall permit an Option to be exercised after
  the date which is twelve months following a Grantee's death or
  disability, 

       (c)   no provision shall permit a NQSO to be exercised after the
  date which is three years following the Grantee's retirement from the
  Company or a Subsidiary, 

       (d)   except as provided in paragraphs (b) and (c) above, no
  provision shall permit a NQSO to be exercised after the date which is
  six months following a Grantee's termination of employment, 

       (e)   except as provided in paragraph (f) below, all Stock Awards
  and Performance Units shall be cancelled and forfeited if a Grantee's
  employment is terminated, and
(f)   in the event of the Grantee's death, disability or
  retirement, the Grantee (or his Successor) shall be entitled immediately
  to be issued a certificate or certificates for all of the Shares
  represented by his Stock Award(s) and to be paid amounts due under
  Performance Unit awards, free and clear of all performance goal
  requirements and restrictions.

  For purposes of this Section 12, the term "disability" shall mean "long
  term disability," as defined in the AMC Long Term Disability Plan, or
  any comparable plan of the Company or AMC, or, if there is no such plan,
  the inability of the Grantee to engage in any substantial gainful
  activity by reason of any medically determinable physical or mental
  impairment which can be expected to result in death or to last for a
  continuous period of not less than twelve months as determined by the
  Committee based on the opinion of a qualified physician (or other
  medical certificate) and other evidence acceptable to the Committee, and
  the term "retirement" shall mean "normal retirement" or, with the
  approval of the Committee, "early retirement" pursuant to the applicable
  terms of the AMC Defined Benefit Retirement Plan or any comparable plan
  of the Company or a Subsidiary covering a Grantee. 

       11.2  Unless the Committee determines otherwise, Options which
  pursuant to their terms are exercisable following termination of a
  Grantee's employment: 

       (a)   may be exercised only to the extent exercisable upon the
  date such employment terminates, if such termination is other than by
  reason of the Grantee's death, disability or retirement, and 

       (b)   shall be accelerated if not yet vested and shall be
  exercisable in full, free and clear of all restrictions, if such
  termination is by reason of the Grantee's death, disability or
  retirement. 

       11.3  Transfers of employment between the Company and a
  Subsidiary, or between Subsidiaries, shall not constitute termination of
  employment for purposes of any Award.  The Committee may specify in the
  terms and conditions of an Award whether any authorized leave of absence
  or absence for military or governmental service or for any other reason
  shall constitute a termination of employment for purposes of the Award
  and the Plan. 

  12. PROVISIONS RELATING TO CHANGE IN CONTROL

      The Committee may provide, at the time of an Award or thereafter,
  that if a Change of Control Event occurs (a)  any restrictions on Stock
  Awards shall lapse immediately and (b)  outstanding Options shall become
  exercisable immediately.   The Committee may also waive the satisfaction
  of performance goals with respect to Performance Stock Awards and
  Performance Units upon the occurrence of a Change in Control Event. 

  13. WRITING EVIDENCING AWARDS

      Each Award granted under the Plan shall be evidenced by a writing
  which may, but need not, be in the form of an agreement to be signed by
  the Grantee.  The writing shall set forth the nature and size of the
  Award, its Term, the other terms and conditions thereof, other than
  those set forth in the Plan, and such other information as the Committee
  directs. Acceptance of, or receipt of the benefits of, an Award by the
  Grantee shall be conclusively presumed to be assent to the terms and
conditions set forth therein, whether or not the writing is in the form
  of an agreement to be signed by the Grantee. 

  14. EXERCISE OF RIGHTS UNDER AWARDS
      
       14.1  A person entitled to exercise an Option may do so by
  delivery of a written notice to that effect specifying the number of
  Shares with respect to which the Option is being exercised and any other
  information the Committee may prescribe. 

       14.2  The notice of exercise shall be accompanied by payment in
  full of the purchase price for any Shares to be purchased, with such
  payment being made in cash, certified or bank cashier's check or money
  order or in Shares having a Fair Market Value equivalent to the purchase
  price of such Shares to be purchased, or a combination thereof.  If
  approved by the Committee, payment of the purchase price of an Option
  may also be made by Note, provided that unless the Shares issued are
  treasury shares at least the par value of the Shares issued shall be
  paid in cash or equivalent or Shares as provided above.  The Committee
  shall establish appropriate methods for accepting Shares and may impose
  such conditions as it deems appropriate on the use of such Shares to
  exercise an Option. 

       14.3  Upon exercise of an Option, or after grant of a Stock Award
  but before a distribution of Shares in satisfaction thereof, the Grantee
  may request in writing that the Shares to be issued in satisfaction of
  the Award be issued in the name of the Grantee and another person as
  joint tenants with right of survivorship or as tenants in common. 

       14.4  All notices or requests to the Company provided for herein
  shall be delivered to the Secretary of the Company. 

  15. EFFECTIVE DATE AND DURATION OF THE PLAN AND DATE OF AWARD

       15.1  The Plan shall become effective on November 10, 1994,
  provided any Awards granted hereunder shall be subject to approval of
  any governmental body having jurisdiction over the Company with respect
  to this Plan within the time limits applicable to any such governmental
  approvals. 

       15.2  The Plan shall remain in effect until all Awards have been
  exercised or satisfied in accordance herewith, but no Awards may be
  granted under the Plan after the date of the first stockholders meeting
  held in 1999 or December 31, 1999, whichever first occurs.  The terms of
  any Award may be amended at any time prior to the end of its Term in
  accordance with and subject to the limitations of the Plan. 

       15.3  The date of an Award shall be the date on which the
  Committee's determination to grant the same is final, or such later date
  as shall be specified by the Committee in connection with its
  determination. 

  16.  AMENDMENTS TO AWARDS

      The Committee may at any time unilaterally amend or terminate and
  cash out any unexercised or unpaid Award, whether earned or unearned,
  including, but not by way of limitation, Awards earned but not yet paid,
  and/or substitute another Award of the same or different type, to the
  extent it deems appropriate; provided, however, that any amendment to
  (but not termination of) an outstanding Award which, in the opinion of
  the Committee, is materially adverse to the Grantee, or any amendment or
termination which, in the opinion of the Committee, may subject the
  Grantee to liability under Section 16 of the Exchange Act, shall require
  the Grantee's consent.  It shall be conclusively presumed that any
  adjustment for changes in capitalization as provided for herein are not
  adverse to a Grantee. 

  17.  STOCKHOLDER STATUS

      No person shall have any rights as a stockholder by virtue of the
  grant of an Award under the Plan, except with respect to Shares actually
  issued to that person. 

  18.  POSTPONEMENT OR NON-EXERCISE

      The Company shall not be required to issue any certificate or
  certificates for Shares upon the exercise  of an Option or upon the
  vesting of a Stock Award granted under the Plan prior to (a) the
  obtaining of any approval from any governmental agency which the Company
  shall, in its sole discretion, determine to be necessary or advisable,
  (b) the taking of any action in order to comply with restrictions or
  regulations incident to the maintenance of a public market for its
  Shares; and (c) the completion of any registration or other
  qualification of such Shares under any state or Federal law or rulings
  or regulations of any governmental body which the Company shall, in its
  sole discretion, determine to be necessary or advisable.  The Company
  shall not be obligated by virtue of any terms and conditions of any
  Award or any provisions of the Plan to recognize the exercise of an
  Option or to sell or issue shares in violation of the Securities Act or
  the law of any government having jurisdiction thereof.  Any postponement
  or delay by the Company in recognizing the exercise of any Option or in
  issuing any Shares under a Stock Award or otherwise hereunder shall not
  extend the Term of an Option nor shorten the Term of any restriction
  attached to any Stock Award and neither the Company nor its directors or
  officers shall have any obligation or liability to the Grantee of an
  Award, to a Successor or to any other person with respect to any Shares
  as to which the Option shall lapse because of such postponement or as to
  which issuance under a Stock Award was delayed. 

  19.  TERMINATION, SUSPENSION OR MODIFICATION OF PLAN

      The Board may terminate, suspend or modify the Plan at any time and
  in any manner, provided, however, that without stockholder approval the
  Board will not adopt an amendment that requires stockholder approval
  under Rule 16b-3. 

       No termination or suspension of the Plan shall adversely affect
  any right acquired by any Grantee or any Successor under an Award
  granted before the date of such termination or suspension except to the
  extent permitted in Section 16. 

  20.  ADJUSTMENTS FOR CORPORATE CHANGES

       20.1  In the event of a recapitalization, stock split, stock
  dividend, combination or exchange of shares, merger, consolidation,
  rights offering, reorganization or liquidation, or any other change  in
  the corporate structure or shares of the Company, the Committee may (a)
  make such equitable adjustments, designed to protect against dilution or
  enlargement, as it may deem appropriate in the number and kind of Shares
  authorized by the Plan and, with respect to outstanding Awards, in the
  number and kind of Shares covered thereby and in the Option price, and
  (b) make such arrangements, which shall be binding upon the holders of
unexpired Options and outstanding Stock Awards, for the substitution of
  new Options or Stock Awards for any unexpired Options or Stock Awards
  then outstanding under the Plan or for the assumption of any such
  unexpired Options and outstanding Stock Awards. 

       20.2  In the event that the Company agrees (a) to sell or
  otherwise dispose of all or substantially all of the Company's assets,
  or (b) to be wholly or partially liquidated, or (c) to participate in a
  merger, consolidation or reorganization, or (d) to sell or otherwise
  dispose of substantially all the assets of, or a majority interest in, a
  Subsidiary or division, then the Committee may determine that any and
  all Options granted under the Plan, in situations involving an event
  described in clauses (a) through (c), and any and all Options granted to
  employees of the affected Subsidiary or division, in situations
  described in clause (d), shall be immediately exercisable in full, and
  any and all Shares issuable pursuant to Stock Awards or cash payable
  under Performance Units made under the Plan, in situations involving an
  event described in clauses (a) through (c), and any and all Shares
  issuable pursuant to Stock Awards or cash payable under Performance
  Units granted to employees of the affected Subsidiary or division, in
  situations described in clause (d), shall be immediately issuable or
  paid in full, as the case may be.  The Committee may also determine that
  any Options not exercised, and any Stock Awards or Performance Units
  with respect to which any restrictions shall not have lapsed or
  conditions shall not have been satisfied, prior to any such event, or
  within such period of time thereafter (not to exceed 120 days) as the
  Committee shall determine, shall terminate. 

       20.3  The grant of any Award pursuant to the Plan shall not affect
  in any way the right or power of the Company to make adjustments,
  reclassifications,  reorganizations or changes of its capital or
  business structure or to merge or to consolidate or to dissolve,
  liquidate or sell, or transfer all or any part of its business or assets
  or the business, assets or stock of a Subsidiary. 

  21. NON-UNIFORM DETERMINATION

      The Committee's determination under the Plan including, without
  limitation, determination of the persons to receive Awards, the form,
  amount and type of Awards, the terms and provisions of Awards and the
  written material evidencing such Awards, any amendments to the terms and
  provisions of any Awards, and the granting or rejecting of applications
  for delivery of Shares need not be uniform and may be made selectively
  among otherwise eligible employees whether or not such employees are
  similarly situated. 

  22.  TAXES

       22.1  The Company may pay, withhold or require a Grantee to remit
  to it amounts sufficient to satisfy the Company's federal, state, local
  or other tax withholding obligations attributable to any Awards after
  giving notice to the person entitled to receive such amount, and the
  Company may defer making payment of any Award if any such tax, charge or
  assessment may be pending until indemnified to its satisfaction. 

       22.2  Subject to the consent of the Committee, in connection with
  (a) the exercise of a Non-Qualified Stock Option or (b) satisfaction of
  conditions and/or lapse of restrictions on a Stock Award, a Grantee may
  make an irrevocable election to tender back to the Company Shares
  received pursuant to (a) or (b), having a Fair Market Value sufficient
  to satisfy all or part of the Company's total federal, state, local and
other tax withholding obligations associated with the transaction.  Any
  such election shall be irrevocable and must be made by a Grantee prior
  to the Tax Date, by delivering written notice to the Secretary of the
  Company together with such information and documents as the Committee
  may prescribe.  The Committee may disapprove of any election, may
  suspend or terminate the right to  make elections, or may provide with
  respect to any Award under this Plan that the right to make elections
  shall not apply to such Awards. 

       22.3  If a Grantee is an officer of the Company and is subject to
  the provisions of Section 16 of the Exchange Act, then an election is
  subject to the following additional restrictions: 

       (a)   No election shall be made within six months of the grant of
  the Award. 

       (b)   The election must be made during a Window Period. 

       22.4  If, pursuant to the provisions of the Code, the Tax Date of
  an Award is deferred and a Grantee elects to have Shares withheld, the
  full number of Option Shares or Stock Award Shares may be issued but the
  Grantee shall enter into an agreement unconditionally obligating him or
  her to tender back to the Company the proper number of Shares on the Tax
  Date. 

  23. NONCOMPETITION AND FORFEITURE PROVISION

      If the Committee so determines, an Award may specify that a Grantee
  shall forfeit all unexercised, unearned, and/or unpaid Awards,
  including, but not limited to, Awards earned but not yet paid if, in the
  opinion of the Committee, the Grantee, at any time during the period of
  Grantee's employment and for one (1) year thereafter, without the
  written consent of the Committee, engages directly or indirectly in any
  manner or capacity as principal, agent, partner, officer, director,
  employee, or otherwise, in any business or activity competitive with the
  business conducted by the Company, in the geographic area in which the
  Company does business, or in any manner which is inimical to the best
  interests of the Company. 

  24. TENURE

      Nothing in the Plan or in any agreement entered into pursuant to the
  Plan shall confer upon any participant the right to continue in the
  employment of the Company or  any Subsidiary or affect any right which
  the Company or Subsidiary has to terminate the employment of such
  participant. An employee terminated for cause, as determined by the
  Company, shall forfeit all of his rights under the Plan, except as to
  Options already exercised and Stock Awards on which restrictions have
  already lapsed. 

  25. APPLICATION OF PROCEEDS

      The proceeds received by the Company from the sale of its Shares
  under the Plan shall be used for general corporate purposes of the
  Company and its Subsidiaries. 

  26. OTHER ACTIONS

      Nothing in the Plan shall be construed to limit the authority of the
  Company to exercise its corporate rights and powers, including, by way
  of illustration and not by way of limitation, the right to grant options
or pay bonuses for proper corporate purposes otherwise than under the
  Plan to any employee or any other person, firm, corporation, association
  or other entity, or to grant options to, or assume options of, any
  person in connection with the acquisition by purchase, lease, merger,
  consolidation or otherwise, of all or any part of the business and
  assets of any person, firm, corporation, association or other entity. 

  27.  GENDER AND NUMBER

      Except when otherwise indicated by the context, words in the
  masculine gender when used in the Plan shall include the feminine
  gender, the singular shall include the plural, and the plural shall
  include the singular. 

  28.  REQUIREMENTS OF LAW, GOVERNING LAW

      The granting of Awards and the issuance of Shares shall be subject
  to all applicable laws, rules and regulations, and to such approvals by
  any governmental agencies or national securities exchanges as may be
  required.  The Plan, and all agreements hereunder, shall be construed in
  accordance with and governed by the laws of the State of Missouri. 

  29.  EFFECT ON OTHER PLANS

      Participation in this Plan shall not affect an employee's
  eligibility to participate in any other benefit or incentive plan of the
  Company or a Subsidiary.  Any Awards made pursuant hereto shall not be
  used in determining the benefits provided under any other plan of the
  Company or a Subsidiary unless specifically provided therein.
EXHIBIT 5.1
                               March 16, 1995

  AMC Entertainment Inc.
  106 West 14th Street, Suite 1700
  Kansas City, Missouri 64105

   Re: 1994 Stock Option and Incentive Plan

  Ladies and Gentlemen:

   We have acted as counsel for AMC Entertainment Inc., a Delaware
  corporation (the "Company"), in connection with the preparation and
  filing of a registration statement on Form S-8 (the "Registration
  Statement") for the registration under the Securities Act of 1933, as
  amended, of 1,000,000 shares of the common stock, par value 66 2/3c per
  share (the "Shares"), of the Company, which shares are to be issued
  under the Company's 1994 Employee Stock Option and Incentive Plan (the
  "Plan").

   In connection therewith we have examined:

   1.     Resolutions approving the Plan and authorizing the preparation
  and filing of the Registration Statement, and amendments thereto, and
  certain related actions;

   2.     The Registration Statement;

   3.     The Plan;

   4.     The Restated and Amended Certificate of Incorporation of the
  Company; and

   5.     The Bylaws of the Company.

   We have also made such other factual and legal investigations as we
  deemed necessary or appropriate in order to render the opinion hereafter
  expressed.  In such examinations, we have assumed the genuineness of all
  signatures, the authenticity of all documents submitted to us as
  originals and the conformity to original documents submitted to us as
  certified copies or photocopies.

   Based solely on the foregoing, we are of the opinion that:

   1.     The Company has authority to issue options and Shares upon the
  exercise of said options and to issue Shares pursuant to Performance and
  Restricted Stock Awards pursuant to the Plan; and
2.     The Shares are duly authorized, and, upon receipt by the
  Company of adequate consideration therefor pursuant to the Plan and
  delivery by the Company, said Shares will be validly issued, fully paid
  and nonassessable;

   3.     The Plan is not subject to the Employment Retirement Income
  Securities Act of 1974.

   We express no opinion as to the laws of any jurisdiction other than
  the General Corporation Law of the State of Delaware.  The opinion set
  forth in this letter is effective as of the date hereof.  No expansion
  of our opinion may be made by implication or otherwise.  We express no
  opinion other than as herein expressly set forth.  We do not undertake
  to advise you with respect to any manner within the scope of this letter
  that comes to our attention after the date of this letter and disclaim
  any responsibility to advise you of future changes of law or fact which
  may affect the above opinion.  Other than the addressee hereof, no one
  is entitled to rely on this opinion; provided, however, that we hereby
  consent to all references to the undersigned in the Registration
  Statement and the Prospectus contained therein, and in all amendments
  thereto, and to the filing of this opinion by the Company as an exhibit
  to said Registration Statement.

                                     Very truly, yours,

                                     /s/ Gage & Tucker L.C.
                                     Gage & Tucker L.C.
EXHIBIT 23.2
                     CONSENT OF INDEPENDENT ACCOUNTANTS

  To the Board of Directors and Stockholders of
    AMC Entertainment Inc.
  Kansas City, Missouri

       We consent to the incorporation by reference in the registration
  statement of AMC Entertainment Inc. (the "Company") on Form S-8
  respecting the Company's 1994 Stock Option and Incentive Plan, of our
  report dated May 23, 1994 on our audits of the consolidated financial
  statements and financial statement schedules of the Company as of March
  31, 1994 and April 1, 1993 and for the years (52 weeks) then ended,
  which report is included in the Company's annual report on Form 10-K.

  /s/ Coopers & Lybrand L.L.P.
  Kansas City, Missouri
  March 16, 1995
EXHIBIT 23.3
                       INDEPENDENT AUDITORS' CONSENT

       We consent to the incorporation by reference in this Registration
  Statement of AMC Entertainment Inc. on Form S-8 pertaining to the AMC
  Entertainment Inc. 1994 Stock Option and Incentive Plan of our report
  dated May 21, 1992 (June 21, 1993 as to Note 2 on the 1993 financial
  statements, not included therein) appearing in the Annual Report on Form
  10-K of AMC Entertainment Inc. for the fiscal year ended March 31, 1994.

  /s/ Deloitte & Touche LLP
  Kansas City, Missouri
  March 16, 1995