Amc Entertainment Inc – ‘10-K’ for 4/2/98

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Annual Report   —   Form 10-K
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Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        1998 Form 10-K                                        82±   401K 
 3: EX-10.25    Planet Movies Agreement                               44±   179K 
 2: EX-27       FDS98                                                  1      8K 

10-K   —   1998 Form 10-K
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UNITED STATES     
SECURITIES AND EXCHANGE COMMISSION      
Washington, D.C. 20549      

FORM 10-K     
(Mark One)                                                  
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE      
SECURITIES EXCHANGE ACT OF 1934     

For the fiscal year ended April 2, 1998     
OR      
[   ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE     
SECURITIES EXCHANGE ACT OF 1934     

  For the transition period from _________________
to______________________      

Commission file number 1-8747     

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

Delaware                                                  43-1304369            
(State or other jurisdiction of                        (I.R.S.  Employer        
incorporation or organization)                         Identification No.)      

106 West 14th Street                                                      
P.O. Box 419615                                                       
Kansas City, Missouri                                64141-6615             
(Address of principal executive offices)                 (Zip Code)             

Registrant's telephone number, including area code:  (816) 221-4000             

Securities registered pursuant to Section 12(b) of the Act:                     

                                     Name of each exchange
Title of each class                               on which registered           

Common Stock, 66 2/3 cents par value         American Stock Exchange, Inc.      
                                      Pacific Stock Exchange, Inc.

Securities registered pursuant to Section 12(g) of the Act:  None.      

Indicate by check mark whether the registrant (1) has filed all reports     
required to be filed by Section 13 or 15(d) of the Securities Exchange Act      
of 1934 during the preceding 12 months (or for such shorter period that         
the registrant was required to file such reports), and (2) has been             
subject to such filing requirements for the past 90 days.   Yes      X          
No ___                                                                          

Indicate by check mark if disclosure of delinquent filers pursuant to       
Item 405 of Regulation S-K is not contained herein, and will not be             
contained, to the best of registrant's knowledge, in definitive proxy or        
information statements incorporated by reference in Part III of this Form       
10-K or any amendment to this Form 10-K.  [         ]                           

The aggregate market value of the registrant's voting stock held by non-    
affiliates as of May 15, 1998, computed by reference to the closing price       
for such stock on the American Stock Exchange on such date, was                 
$184,867,949.                                                                   

                      Number of shares
Title of each class of common stock        Outstanding as of May 15, 1998       

Common Stock, 66 2/3 cents par value                  18,453,434                
Class B Stock, 66 2/3 cents par value                  5,015,657                

PART I      
Item 1.  Business.                                                              

(a)  General Development of Business                                            

AMC Entertainment Inc. ("AMCE") is a holding company.  AMCE's         
principal subsidiaries are American Multi-Cinema, Inc. ("AMC"), AMC             
Entertainment International, Inc., National Cinema Network, Inc. and AMC        
Realty, Inc.  Unless the context otherwise requires, references to "AMCE"       
or the "Company" refer to AMC Entertainment Inc. and its subsidiaries.          
All of the Company's domestic theatrical exhibition business is conducted       
through AMC.  The Company is developing theatres in international markets       
through AMC Entertainment International, Inc. and its subsidiaries.  The        
Company engages in the on-screen advertising business  through National         
Cinema Network, Inc.  The Company's real estate activities are conducted        
through AMC Realty, Inc. and its subsidiary, Centertainment, Inc.               

The Company's predecessor was founded in Kansas City, Missouri in     
1920 by the father of Mr. Stanley H. Durwood, the current Co-Chairman of        
the Board and Chief Executive Officer of AMCE.  As part of its succession       
planning and with the approval of Mr. Stanley H. Durwood, the Company's         
Board of Directors has recently appointed the Company's President and           
Chief Financial Officer, Mr. Peter C. Brown, as Co-Chairman of the Board        
of AMCE.  Mr. Brown will oversee all Company matters with Mr. Durwood.          

AMCE was incorporated under the laws of the state of Delaware on June 
13, 1983 and maintains its principal executive offices at 106 West 14th         
Street, P.O. Box 419615, Kansas City, Missouri 64141-6615.  Its telephone       
number at such address is (816) 221-4000.                                       

Effective August 15, 1997, the Company completed a merger with its    
majority stockholder, Durwood, Inc. ("DI"),  with the Company remaining as      
the surviving entity (the "Merger").  In connection with the Merger,            
2,641,951 shares of the Company's Common Stock and 11,157,000 shares of         
the Company's Class B Stock owned by DI were canceled and the Company           
issued 8,783,289 shares of its Common Stock and 5,015,657 shares of its         
Class B Stock to the DI stockholders.  The Merger was accounted for as a        
corporate reorganization and the recorded balances for consolidated             
assets, liabilities, total stockholders' equity and results of operations       
were not affected.                                                              

(b)  Financial Information about Industry Segments                              

The Registrant operates in the motion picture exhibition industry.    

(c)  Narrative Description of Business                                          

General                                                                         
The Company is one of the leading theatrical exhibition companies in  
North America, based on revenues. In the fiscal year ended April 2, 1998,       
the Company's revenues were $846,795,000. As of April 2, 1998, the Company      
operated 229 theatres with an aggregate of 2,442 screens located in 23          
states, the District of Columbia, Portugal and Japan. Approximately 61% of      
the screens operated by the Company are located in California, Florida,         
Texas, Missouri and Arizona, and approximately 70% of the Company's             
domestic screens are located in areas among the 20 largest "Designated          
Market Areas" (television market areas as defined by Nielsen Media              
Research).                                                                      

The Company is an industry leader in the development and operation of 
"megaplex" and "multiplex" theatres, primarily in large metropolitan            
markets. Megaplexes are theatres with predominantly stadium-style seating       
(seating with an elevation between rows to provide unobstructed viewing)        
and other amenities to enhance the movie-going experience. Multiplexes are      
theatres generally without stadium-style seating. All but one of the            
Company's megaplexes have 14 or more screens.  The Company believes that        
its strategy of developing megaplexes has prompted the current theatrical       
exhibition industry trend in the United States and Canada toward the            
development of larger theatre complexes. This trend has accelerated the         
obsolescence of many existing movie theatres, including certain                 
multiplexes, by setting new standards for moviegoers, who have                  
demonstrated their preference for the more attractive surroundings, wider       
variety of films, better customer services and more comfortable seating         
typical of megaplexes.                                                          

In addition to providing a superior entertainment experience,         
megaplexes generally realize economies of scale by serving more patrons         
from common support facilities, thereby spreading costs over a higher           
revenue base. The Company's megaplexes have consistently ranked among its       
top grossing facilities on a per screen basis and are among the top             
grossing theatres in North America. During fiscal 1998, attendance per          
screen at the Company's domestic megaplexes (those opened at the beginning      
of the period) was 77,400 compared to 57,700 for the Company's domestic         
multiplexes. (During 1997, the last period for which data is available,         
the theatrical exhibition industry in the United States averaged                
approximately 45,000 patrons per screen). In addition, during fiscal 1998,      
average revenue per patron at such megaplexes was $6.83 compared to $6.18       
for such multiplexes, and operating cash flow before rent of such               
megaplexes was 37.1% of total revenues of such theatres, whereas operating      
cash flow before rent of the Company's multiplexes was 33.8% of total           
revenues of such theatres. Operating cash flow before rent is an internal       
statistic used by the Company to measure theatre level cash flow. As of         
April 2, 1998, 987 screens, or 40.4%, of the Company's screens were             
located in megaplexes. The average number of screens per theatre operated       
by the Company as of April 2, 1998 was 10.7, compared to an average of 6.5      
for the ten largest North American theatrical exhibition companies (based       
on number of screens) and 5.3 for all North American theatrical exhibition      
companies, based on the listing of exhibitors in the National Association       
of Theatre Owners ("NATO") 1997-98 Encyclopedia of Exhibition, as of            
May 1, 1997.                                                                    

The Company continually upgrades its theatre circuit by opening new   
theatres (primarily megaplexes), adding new screens to existing theatres        
and selectively closing or disposing of unprofitable multiplexes. Since         
April 1996, the Company has opened 41 new theatres with 878 screens,            
representing 36% of its current number of screens, and has added 44             
screens to existing theatres. Of the 878 screens, 845 screens were located      
in an aggregate of 37 megaplexes. As of April 2, 1998, the Company had 13       
megaplexes under construction with an aggregate of 283 screens.                 

Revenues for the Company are generated primarily from box office      
admissions and theatre concessions sales, which accounted for 65% and 30%,      
respectively, of fiscal 1998 revenues. The balance of the Company's             
revenues are generated primarily by the Company's on-screen advertising         
business, video games located in theatre lobbies and the rental of theatre      
auditoriums.                                                                    

Strategy                                                                        
The Company's strategy is to expand its theatre circuit primarily by  
developing new megaplexes in major markets in the United States and select      
international markets. New theatres will primarily be megaplexes which          
will also be equipped with SONY Dynamic Digital SoundO (SDDSO) and AMC          
LoveSeatr style seating (plush, high-backed seats with retractable              
armrests). Other amenities may include auditoriums with TORUSO Compound         
Curved Screens and High Impact Theatre SystemsO (HITSO), which enhance          
picture and sound quality, respectively.                                        

The Company's strategy of establishing megaplexes enhances attendance 
and concessions sales by enabling it to exhibit concurrently a variety of       
motion pictures attractive to different segments of the movie-going             
public. Megaplexes also allow the Company to match a particular motion          
picture's attendance patterns to the appropriate auditorium size (ranging       
from approximately 90 to 450 seats), thereby extending the run of a motion      
picture and providing superior theatre economics. The Company believes          
that megaplexes enhance its ability to license commercially popular motion      
pictures and to economically access prime real estate sites due to its          
desirability as an anchor tenant.                                               

The Company believes that the megaplex format has created a new       
replacement cycle for the industry. The new format raises moviegoers'           
expectations by providing superior viewing lines, comfort, picture and          
sound quality as well as increased choices of films and start times. The        
Company believes that consumers will increasingly choose theatres based on      
the quality of the movie-going experience rather than simply upon the           
location of the theatre. As a result, the Company believes that older,          
smaller theatres will become obsolete as the megaplex concept matures.          

The Company believes that significant market opportunities exist for  
development of modern megaplexes in select international markets. The           
theatrical exhibition business has become increasingly global and box           
office receipts from international markets exceed those of the U.S.             
market. In addition, the production and distribution of feature films and       
demand for American motion pictures is increasing in many countries. The        
Company believes that its experience in developing and operating                
megaplexes provides it with a significant advantage in developing               
megaplexes in international markets, and the Company intends to utilize         
this experience, as well as its existing relationships with domestic            
motion picture studios, to enter select international markets. The              
Company's strategy in these markets is to operate leased theatres.              
Presently, the Company's activities in international markets are directed       
toward Japan, Portugal, Spain, China (Hong Kong) and Canada, which the          
Company believes are under screened.                                            

The costs of constructing new theatres are funded by the Company      
through internally generated cash flow or borrowed funds. The Company           
generally leases its theatres pursuant to long-term non-cancelable              
operating leases which require the developer, who owns the property, to         
reimburse the Company for a portion of the construction costs. However,         
the Company may decide to own the real estate assets of new theatres and,       
following construction, sell and leaseback the real estate assets pursuant      
to long-term non-cancelable operating leases. Historically, the Company         
has owned and paid for the equipment necessary to fixture a theatre;            
however, it is considering other methods of providing for its equipment         
needs, including operating leases. Recently, the Company engaged in a sale      
and leaseback transaction with Entertainment Properties Trust ("EPT"), a        
real estate investment trust, through which the Company has sold to and         
leased back from EPT 13 megaplexes, and granted an option to purchase and       
lease back one additional megaplex scheduled to open by September 1998.         
The Company also has granted EPT, for a period of five years subsequent to      
November 1997, a right of first refusal and first offer to purchase and         
lease back to the Company any other megaplex theatre owned or ground            
leased by the Company or its subsidiaries, exercisable upon the Company's       
intended disposition of such property.                                          

The Company intends to consider partnerships or joint ventures, where 
appropriate, to share risk and leverage resources. Such ventures may            
include interests in projects that include restaurant, retail and other         
concepts. The Company has formed a joint venture with Planet Hollywood          
that will develop, own and operate megaplexes under the brand name Planet       
Movies by AMCO. Each megaplex facility will feature an entertainment            
center that will include restaurants, as well as refreshment and                
merchandise kiosks. The first Planet Movies by AMCO megaplex is projected       
to open in the first half of calendar year 1999 near Columbus, Ohio and         
will consist of a 30 screen megaplex theatre, a Planet Hollywoodr               
restaurant and Official All Star Cafer, each with its own integrated            
merchandise store, and various refreshment kiosks. Although the Company         
anticipates that the joint venture will develop and operate additional          
units, no minimum number of units has been agreed upon and the development      
of additional sites will require the approval of both parties to the joint      
venture.                                                                        

Through AMC Realty, Inc., the Company plans to enhance the operating  
performance of its megaplexes by facilitating the addition of                   
complementary entertainment properties adjacent to such megaplexes. AMC         
Realty, Inc.'s subsidiary, Centertainment, Inc., presently is involved in       
the pre-development of several retail/entertainment projects, including a       
project in downtown Kansas City, Missouri known as the "Power and Light         
District."                                                                      

The Company continually monitors the performance of its theatres and  
has improved the profitability of certain of its older theatres by              
converting them to "dollar houses" which display second-run movies and          
charge lower admission prices (ranging from $1.00 to $1.75). It operated 7      
such theatres with 40 screens as of April 2, 1998 (1.6% of the Company's        
total screens). Other strategies for underperforming theatres include           
selling them to discount operators and closing them. Divestiture                
strategies for theatres with longer leases include selling them to other        
exhibitors, closing them or converting such theatres to other uses and          
subleasing them.                                                                

Theatre Circuit                                                                 
The following table sets forth information concerning additions and   
dispositions of theatres and screens during, and the number of theatres         
and screens operated as of the end of, the last five fiscal years.  The         
Company adds and disposes of theatres based on industry conditions and its      
business strategy.                                                              

                                                                [Download Table]

                         Changes in Theatres Operated                             
                         Additions          Dispositions      Total Theatres      
Operated                                                                          
Fiscal Year Ended  Number of  Number of  Number of  Number of Number of Number of 
                   Theatres  Screens   Theatres   Screens     Theatres  Screens   
                   --------- --------  ---------  --------    --------    -----   
-----                                                                             
                                                                                  

March 31, 1994           2       15           9        29         236        1,603
March 30, 1995           3       53           7        26         232        1,630
March 28, 1996           7      150          13        61         226        1,719
April 3, 1997           17      314          15        76         228        1,957
April 2, 1998           24      608          23       123         229        2,442
                     -----   ------       -----    ------                         
     Total              53    1,140          67       315                         
                      ====   ======       =====     =====                         

As of April 2, 1998, the Company operated 44 megaplex theatres having 
an aggregate of 987 screens, representing 40.4% of its screens. The             
following table provides greater detail with respect to the Company's           
theatre circuit as of such date.                                                

                                                                [Download Table]


                                 Total      Total    Theatres           
   Domestic                      Screens    Theatres Multiplex Megaplex 
-------------                    ------     -------- --------  ---------
                                                                        

California                        425        36       28        8       
Florida                           398        39       34        5       
Texas                             370        27       19        8       
Missouri                          151        14       11        3       
Arizona                           146        14       10        4       
Georgia                           116         9        6        3       
Michigan                          106        17       17         -      
Pennsylvania                      103        14       14         -      
Colorado                          102         9        6        3       
Ohio                               62         5        4        1       
Illinois                           60         2         -       2       
Virginia                           58         7        7         -      
Kansas                             56         3        1        2       
New Jersey                         46         7        7         -      
Maryland                           42         5        5         -      
Oklahoma                           42         4        3        1       
Nebraska                           24         1         -       1       
North Carolina                     22         1         -       1       
Louisiana                          20         3        3         -      
Washington                         20         3        3         -      
New York                           16         2        2         -      
Massachusetts                      10         2        2         -      
District Of Columbia                9         1        1         -      
Delaware                            5         2        2         -      
                              --------    ------   ------   ------      
   Total Domestic               2,409       227      185       42       
                              --------    ------   ------   ------      
   International                                                        
Portugal                           20         1         -       1       
Japan                              13         1         -       1       
                              --------    ------   ------   ------      
   Total International             33         2         -       2       
                              --------    ------   ------   ------      
Total Theatre Circuit            2,442      229       185      44       
                               =======    ======    =====    =====      

Film Licensing                                                                  
The Company predominantly licenses "first-run" motion pictures from   
distributors owned by major film production companies and from independent      
distributors that generally distribute films for smaller production             
companies. Films are licensed on a film-by-film and theatre-by-theatre          
basis. The Company obtains these licenses either by negotiations directly       
with, or by submitting bids to, distributors. Negotiations with                 
distributors are based on several factors, including theatre location,          
competition, season of the year and motion picture content. Rental fees         
are paid by the Company under a negotiated license and are made on either       
a "firm terms" basis, where final terms are negotiated at the time of           
licensing, or are adjusted subsequent to the exhibition of a motion             
picture in a process known as "settlement." Firm term fee arrangements          
generally are more favorable to the distributor than settlement fee             
arrangements with respect to the percentage of admissions revenue               
ultimately paid to license a motion picture. When motion pictures are           
licensed through a bidding process, the distributor decides whether to          
accept bids on a previewed basis or a non-previewed ("blind-bid") basis,        
subject to certain state law requirements. In most cases, the Company           
licenses its motion pictures on a previewed basis. When a film is bid on a      
previewed basis, exhibitors are permitted to review the film before             
bidding, whereas they are not permitted to do so when films are licensed        
on a non-previewed or "blind-bid" basis. In the past few years, bidding         
has been used less frequently by the industry.  Presently, the Company          
licenses substantially all of its films on a negotiated basis.                  

Film distributors typically establish geographic film licensing zones 
and allocate available film to one theatre within that zone. Film zones         
generally encompass a radius of three to five miles in metropolitan and         
suburban markets, depending primarily upon population density. In film          
zones where the Company is the sole exhibitor, the Company obtains film         
licenses by selecting a film from among those offered and negotiating           
directly with the distributor. In film zones where there is competition, a      
distributor will either require the exhibitors in the zone to bid for a         
film or will allocate its films among the exhibitors in the zone. When          
films are allocated, a distributor will choose which exhibitor is offered       
a film and then that exhibitor will negotiate film rental terms directly        
with the distributor for the film. Allocation of films among exhibitors         
may differ from film to film.                                                   

Licenses entered into through both negotiated and bid processes       
typically state that rental fees shall be based on the higher of a gross        
receipts formula or a theatre admissions revenue sharing formula. Under a       
gross receipts formula, the distributor receives a specified percentage of      
box office receipts, with the percentages declining over the term of the        
run. First-run motion picture rental fees are generally the greater of          
(i) 70% of box office admissions, gradually declining to as low as 30%          
over a period of four to seven weeks, and (ii) a specified percentage           
(i.e., 90%) of the excess of box office receipts over a negotiated              
allowance for theatre expenses (commonly known as a "90/10" clause).            
Second-run motion picture rental fees typically begin at 35% of box office      
admissions and often decline to 30% after the first week. The Company may       
pay non-refundable guarantees of film rentals or make advance payments of       
film rentals, or both, in order to obtain a license in a negotiated or bid      
process, subject, in some cases, to a per capita minimum license fee.           

The Company licenses films through film buyers who enable the Company 
to capitalize on local trends and to take into account actions of local         
competitors in the Company's negotiation and bidding strategies. Criteria       
considered in licensing each motion picture include cast, director, plot,       
performance of similar motion pictures, estimated motion picture rental         
costs and expected rating by the Motion Pictures Association of America         
(the "MPAA"). Successful licensing depends greatly upon knowledge of the        
tastes of the residents in markets served by each theatre and insight into      
the trends in those tastes, as well as the availability of commercially         
popular motion pictures. The Company at no time licenses any one motion         
picture for all of its theatres.                                                

The Company's business is dependent upon the availability of          
marketable motion pictures. There are several distributors which provide a      
substantial portion of quality first-run motion pictures to the exhibition      
industry. These include Buena Vista Pictures (Disney), Warner Bros.             
Distribution, SONY Pictures Releasing (Columbia Pictures and Tri-Star           
Pictures), Twentieth Century Fox, Universal Film Exchanges, Inc. and            
Paramount Pictures. There are numerous other distributors and no single         
distributor dominates the market. From year to year, the Company's              
revenues attributable to individual distributors may vary significantly         
depending upon the commercial success of each distributor's motion              
pictures in any given year. In fiscal 1998, no single distributor               
accounted for more than 13% of the motion pictures licensed by the Company      
or for more than 21% of the Company's box office admissions. Poor               
relationships with distributors, poor performance of motion pictures or         
disruption in the production of motion pictures by the major studios            
and/or independent producers may have an adverse effect upon the business       
of the Company. Some of the major distributors have announced their             
intention to reduce production of films.                                        

During the period from January 1, 1990 to December 31, 1997, the      
annual number of first-run motion pictures released by distributors in the      
United States ranged from a low of 370 in 1995 to a high of 458 in 1997,        
according to the MPAA. If a motion picture still has substantial potential      
following its first-run, the Company may license it for a "sub-run."            
Although average daily sub-run attendance is often less than average daily      
first-run attendance, sub-run film rentals are also generally lower than        
first-run film rentals. Sub-runs enable the Company to exhibit a variety        
of motion pictures during periods in which there are few new film               
releases.                                                                       

Concessions                                                                     
Concessions sales are the second largest source of revenue for the    
Company after box office admissions. Concessions items include popcorn,         
soft drinks, candy and other products. The Company's strategy emphasizes        
prominent and appealing concessions counters designed for rapid service         
and efficiency.                                                                 

The Company's primary concessions products are various sizes of       
popcorn, soft drinks, candy and hot dogs, all of which the Company sells        
at each of its theatres. However, different varieties of candy and soft         
drinks are offered at theatres based on preferences in that particular          
geographic region. The Company has also implemented "combo-meals" for           
children which offer a pre-selected assortment of concessions products.         

Newer megaplex theatres are designed to have more concessions service 
capacity per seat than multiplex theatres and typically have three              
concessions stands, with each stand having multiple service stations to         
make it easier to serve larger numbers of customers. In addition, the           
primary concessions stand in such theatres generally features the               
"pass-through" concept, which provides a staging area behind the                
concessions equipment to prepare concessions products. This permits the         
concessionist serving patrons to simply sell concessions items instead of       
also preparing them, thus providing more rapid service to customers.            
Strategic placement of large concessions stands within theatres heightens       
their visibility, aids in reducing the length of concessions lines and          
improves traffic flow around the concessions stands.                            

The Company negotiates prices for its concessions supplies directly   
with concessions vendors on a national or regional basis to obtain high         
volume discounts or bulk rates.                                                 

Theatrical Exhibition Industry Overview                                         
Motion picture theatres are the primary initial distribution channel  
for new motion picture releases and the Company believes that the               
theatrical success of a motion picture is often the most important factor       
in establishing its value in the cable television, videocassette and other      
ancillary markets. The Company further believes that the emergence of new       
motion picture distribution channels has not adversely affected attendance      
at theatres and that these distribution channels do not provide an              
experience comparable to that of viewing a movie in a theatre. The Company      
believes that the public will continue to recognize the advantages of           
viewing a movie on a large screen with superior audio and visual quality,       
while enjoying a variety of concessions and sharing the experience with a       
larger audience.                                                                

Annual domestic theatre attendance has averaged approximately one     
billion persons since the early 1960s. In 1997, estimated domestic              
attendance was 1.4 billion. Fluctuations and variances in year-to-year          
attendance are primarily related to the overall popularity and supply of        
motion pictures.                                                                

The theatrical exhibition industry in North America is comprised of   
over 400 exhibitors, approximately 250 of which operate four or more            
screens. Based on the May 1, 1997 listing of exhibitors in the NATO             
1997-98 Encyclopedia of Exhibition, the ten largest exhibitors (in terms        
of number of screens) are believed to operate approximately 60% of the          
total screens, with no one exhibitor operating more than 11% of the total       
screens.                                                                        

The following table represents the results of a survey by NATO for    
1992 through 1996, outlining the historical trends in U.S. theatre              
attendance, average ticket prices and box office sales, and information         
obtained from the MPAA on attendance and box office revenues for 1997.          

                                                                [Download Table]

                                                             U.S. Box     
                             Attendance       Average      Office Sales   
 Year                        (in millions)  Ticket Price    (in millions) 
 -----                       -------------  ------------   ---------------

                                                                          
1992                             1,173          $4.15         $4,871      
1993                             1,244          $4.14         $5,154      
1994                             1,292          $4.18         $5,396      
1995                             1,263          $4.35         $5,493      
1996                             1,339          $4.41         $5,911      
1997                             1,388          $4.59         $6,366      

Competition                                                                     
The Company competes against both local and national exhibitors, some 
of which may have substantially greater financial resources than the            
Company. There are over 400 companies competing in the domestic theatrical      
exhibition industry. Industry participants vary substantially in size,          
from small independent operators to large international chains. Recently,       
four of the industry's largest companies have announced proposed mergers.       
The Company has not determined how these mergers will affect competition.       

The Company's theatres are subject to varying degrees of competition  
in the geographic areas in which they operate. Competition is often             
intense with respect to licensing motion pictures, attracting patrons and       
finding new theatre sites. Theatres operated by national and regional           
circuits and by smaller independent exhibitors compete aggressively with        
the Company's theatres. The competition for patrons is dependent upon           
factors such as the availability of popular motion pictures, the location       
and number of theatres and screens in a market, the comfort and quality of      
the theatres and pricing.                                                       

The Company believes that the principal competitive factors with      
respect to film licensing include licensing terms, seating capacity and         
location and condition of an exhibitor's theatres. The Company expects          
that in the long term the addition of new megaplexes will help it obtain        
more favorable allocation of film product and other licensing terms from        
distributors than its competitors. However, the earnings of new megaplexes      
initially may be negatively impacted because of competition from existing       
theatres that have established relationships with distributors.  (See           
"Film Licensing.")  As with other exhibitors, the Company's smaller             
multiplexes are subject to deteriorating financial performance and to           
being rendered obsolete through the introduction of new, competing              
megaplexes by the Company and other exhibitors.                                 

The theatrical exhibition industry also faces competition from other  
distribution channels for filmed entertainment, such as cable television,       
pay per view and home video systems, as well as from all other forms of         
entertainment.                                                                  

Regulatory Environment                                                          
The distribution of motion pictures is in large part regulated by     
federal and state antitrust laws and has been the subject of numerous           
antitrust cases. The consent decrees resulting from one of those cases, to      
which the Company was not a party, have a material impact on the industry       
and the Company. Those consent decrees bind certain major motion picture        
distributors and require the motion pictures of such distributors to be         
offered and licensed to exhibitors, including the Company, on a                 
film-by-film and theatre-by-theatre basis. Consequently, the Company            
cannot assure itself of a supply of motion pictures by entering into            
long-term arrangements with major distributors, but must compete for its        
licenses on a film-by-film and theatre-by-theatre basis.                        

Bids for new motion picture releases are made, at the discretion of   
the distributor (subject to state law requirements), either on a previewed      
basis or blind-bid basis. Certain states have enacted laws regulating the       
practice of blind-bidding. Management believes that it may be able to make      
better business decisions with respect to film licensing if it is able to       
preview motion pictures prior to bidding for them, and accordingly              
believes that it may be less able to capitalize on its expertise in those       
states which do not regulate blind-bidding.                                     

The Company must comply with Title III of the Americans with          
Disabilities Act of 1990 (the "ADA") to the extent that its properties are      
"public accommodations" and/or "commercial facilities" as defined by the        
ADA. Compliance with the ADA requires that public accommodations                
"reasonably accommodate" individuals with disabilities and that new             
construction or alterations made to "commercial facilities" conform to          
accessibility guidelines unless "structurally impracticable" for new            
construction or technically infeasible for alterations. Noncompliance with      
the ADA could result in the imposition of injunctive relief, fines, an          
award of damages to private litigants or additional capital expenditures        
to remedy such noncompliance. (See Item 3. "Legal Proceedings.")   The          
Company believes that its theatres substantially comply with all present        
requirements under the ADA and applicable state laws.                           

As the Company expands internationally, it becomes subject to         
regulation by foreign governments. There are significant differences            
between the theatrical exhibition industry regulatory environment in the        
United States and in international markets. Regulatory barriers affecting       
such matters as the size of theatres, the issuance of licenses and the          
ownership of land may restrict market entry. Vertical integration of            
production and exhibition companies in international markets may also have      
an adverse effect on the Company's ability to license motion pictures for       
international exhibition. The Company's international operations also face      
the additional risks of fluctuating currency values. The Company does not       
hedge against currency risks. Quota systems used by some countries to           
protect their domestic film industry may adversely affect revenues from         
theatres that the Company develops in such markets. Such differences in         
industry structure and regulatory and trade practices may adversely affect      
the Company's ability to expand internationally or to operate at a profit       
following such expansion.                                                       

Seasonality                                                                     
As with other exhibitors, the Company's business is seasonal in       
nature, with the highest attendance and revenues generally occurring            
during the summer months and holiday seasons. As a result, the Company          
sometimes incurs net losses in the first and, less frequently, the fourth       
fiscal quarters.  See Statements of Operations by Quarter (Unaudited) on        
page 42.                                                                        

Employees                                                                       
As of April 2, 1998, the Company had approximately 1,700 full-time    
and 11,000 part-time employees. Approximately 19% of the part-time              
employees were minors paid the minimum wage.                                    

Fewer than one percent of the Company's employees, consisting         
primarily of motion picture projectionists, are represented by a union,         
the International Alliance of Theatrical Stagehand Employees and Motion         
Picture Machine Operators. The Company believes that its relationship with      
this union is satisfactory.                                                     

As an employer covered by the ADA, the Company must make reasonable   
accommodations to the limitations of employees and qualified applicants         
with disabilities, provided that such reasonable accommodations do not          
pose an undue hardship on the operation of the Company's business. In           
addition, many of the Company's employees are covered by various                
government employment regulations, including minimum wage, overtime and         
working conditions regulations.                                                 

Item 2.  Properties.                                                            

Of the Company's 229 theatres and 2,442 screens operated as of        
April 2, 1998, American Multi-Cinema, Inc. was the owner or lessee of 224       
theatres with 2,394 screens, and AMC Entertainment International, Inc.          
leased one theatre with 13 screens and its subsidiary, Actividades              
Multi-Cinemas E Espectaculos, LDA, leased one theatre with 20 screens.          
American Multi-Cinema, Inc. also operated three theatres with 15 screens        
owned by a third party.                                                         

Of the 229 theatres operated by the Company as of April 2, 1998, 8    
theatres with 62 screens were owned, 11 theatres with 101 screens were          
leased pursuant to ground leases, 207 theatres with 2,264 screens were          
leased pursuant to building leases and three theatres with 15 screens were      
managed. The Company's leases generally have terms ranging from 13 to 25        
years, with options to extend the lease for up to 20 additional years. The      
leases typically require escalating minimum annual rent payments and            
additional rent payments based on a percentage of the leased theatre's          
revenue above a base amount and require the Company to pay for property         
taxes, maintenance, insurance and certain other property-related expenses.      

In some cases, the Company's rights as tenant are subject and         
subordinate to the mortgage loans of lenders to its lessors, so that if a       
mortgage were to be foreclosed, the Company could lose its lease.               
Historically, this has never occurred.                                          

The majority of the concessions, projection, seating and other        
equipment required for each of the Company's theatres is owned.                 

The Company leases its corporate headquarters, located in Kansas      
City, Missouri. Division and film licensing offices are leased in Los           
Angeles, California; Clearwater, Florida; Voorhees, New Jersey                  
(Philadelphia); and Woodland Hills, California.                                 

Item 3.  Legal Proceedings.                                                     

From time to time the Company is party to legal proceedings in the    
ordinary course of business, none of which is expected to have a material       
adverse effect on the Company.                                                  

On June 9, 1998, the Civil Rights Division of the Department of       
Justice advised the Company that a lawsuit has been authorized against the      
Company to remedy an alleged pattern or practice of violations of Title         
III of the ADA at the Company's newly constructed and renovated theatres        
having stadium-style seating.  The threat of litigation followed an             
investigation of private complaints initially involving two megaplexes,         
during which the Company voluntarily provided the Department of Justice         
with information on and access to other theatres.  Based on its                 
investigation, the Department of Justice alleges that the Company has           
violated section 303 of the ADA at newly constructed and renovated              
theatres by failing to comply with published "Standards for Accessible          
Design" involving lines of sight and other matters, and is operating            
theatres in violation of section 302 of the ADA because persons whose           
disabilities prevent them from climbing stairs are denied access to             
stadium-style seating.                                                          

On March 5, 1998, in an unrelated action filed in the United States   
District Court for the District of Arizona, Howard Bell v. AMC 24 Theatre,      
CIV 98 0390, a private plaintiff alleges that the Company has violated the      
ADA for not dispersing accessible seating or providing accessible signage       
at a megaplex theatre located in Phoenix, Arizona.  The plaintiff seeks an      
injunction against continued operation of the theatre in violation of the       
ADA.                                                                            

Item 4.  Submission Of Matters to a  Vote of  Security Holders.                 

There has been no submission of matters to a vote of security holders 
during the thirteen weeks ended April 2, 1998.                                  

PART II     

Item 5.  Market for Registrant's Common Equity and Related Stockholder          
Matters.                                                                        

AMC Entertainment Inc.  Common Stock is traded on the American and    
Pacific Stock Exchanges under the symbol  AEN.  There is no established         
public trading market for Class B Stock.                                        

The table below sets forth, for the periods indicated, the high and   
low closing prices of the Common Stock as reported on the American Stock        
Exchange composite tape.                                                        

                                                                [Download Table]

                        Fiscal 1998                 Fiscal 1997     
                     --------------------       --------------------
                                                                    
                      High         Low            High        Low   
First Quarter         $23 3/8     $17 7/8        $33 7/8     $23 1/8
Second Quarter         20 3/4      17 5/8         27 7/8      15 7/8
Third Quarter          23          18 3/4         19 1/2      13 3/4
Fourth Quarter         27 3/4      21 3/4         20 1/4      13 7/8

Stock Ownership                                                                 
On May 15, 1998, there were 480 shareholders of record of Common      
Stock and one shareholder of record (the 1992 Durwood, Inc. Voting Trust        
dated December 12, 1992) of Class B Stock.                                      

The Company's Certificate of Incorporation provides that holders of   
Common Stock and Class B Stock shall receive, pro rata per share, such          
cash dividends as may be declared from time to time by the Board of             
Directors. Certain provisions of the Indenture respecting the Company's 9       
1/2% Senior Subordinated Notes due 2009  and the Company's $425 million         
revolving credit facility (the "Credit Facility") restrict the Company's        
ability to declare or pay dividends on and purchase capital stock.              
Presently, it is not anticipated that the most restrictive of these             
provisions, which are set forth in the Credit Facility, will affect the         
Company's ability to pay dividends in the foreseeable future should it          
choose to do so. Except for a $1.14 per share dividend declared in              
connection with a recapitalization that occurred in August 1992, the            
Company has not declared a dividend on shares of Common Stock or Class B        
Stock since fiscal 1989. Any payment of cash dividends on Common Stock in       
the future will be at the discretion of the Board and will depend upon          
such factors as earnings levels, capital requirements, the Company's            
financial condition and other factors deemed relevant by the Board.             
Currently, the Company does not contemplate declaring or paying any             
dividends on its Common Stock.                                                  

                                                        [Enlarge/Download Table]


Item 6.  Selected Financial Data.                                                                 

                                                               Years Ended                        
(In thousands, except per                April 2,    April 3,   March 28,  March 30,   March 31,  
 share and operating data)               1998(1)(4)  1997(1)(4) 1996(1)(4) 1995(1)(4)   1994(1)(4)
                                         --------      ---------  -------- ----------  ---------- 

                                                                                                  
Statement of Operations Data                                                                      
 Total revenues                           $846,795    $749,597   $655,972   $563,344     $586,300 
 Total cost of operations                  685,540     580,002    491,358    432,763      446,957 
 General and administrative                 54,354      56,647     52,059     41,639       40,559 
 Depreciation and amortization              70,117      52,572     42,087     37,913       38,048 
 Impairment of long-lived assets            46,998       7,231      1,799          -            - 
                                          --------     -------    -------    -------     -------- 
 Operating income (loss)                  (10,214)      53,145     68,669     51,029       60,736 
 Interest expense                           35,679      22,022     28,828     35,908       36,375 
 Investment income                           1,090         856      7,052     10,013        1,156 
 Minority interest                               -           -          -          -        1,599 
 Gain (loss) on disposition of assets        3,704        (84)      (222)      (156)          296 
                                          --------     -------    -------    -------     -------- 
 Earnings (loss) before income taxes                                                              
  and extraordinary item                  (41,099)      31,895     46,671     24,978       27,412 
 Income tax provision                     (16,600)      12,900     19,300    (9,000)       12,100 
                                          --------     -------    -------    -------     -------- 
Earnings (loss) before                                                                            
  extraordinary item                      (24,499)      18,995     27,371     33,978       15,312 
 Extraordinary item                              -           -   (19,350)          -            - 
                                          --------     -------    -------    -------     -------- 
Net earnings (loss)                      $(24,499)    $ 18,995  $   8,021  $  33,978    $  15,312 
                                          ========    ========   ========   ========     ======== 
 Preferred dividends                         4,846       5,907      7,000      7,000          538 
                                          --------     -------    -------    -------     -------- 
 Net earnings (loss) for common shares   $(29,345)    $ 13,088  $   1,021  $  26,978    $  14,774 
                                          ========    ========   ========   ========     ======== 
 Earnings (loss) per share before                                                                 
 extraordinary item:                                                                              
   Basic                                    $(1.59)       $ .75    $ 1.23     $ 1.64         $ .90
   Diluted                                   (1.59)         .74      1.15       1.45           .89
 Earnings (loss) per share:                                                                       
   Basic                                    $(1.59)       $ .75     $ .06(2)  $ 1.64         $ .90
   Diluted                                   (1.59)         .74       .34       1.45           .89
 Weighted average number of                                                                       
 shares outstanding:                                                                              
   Basic                                    18,477      17,489     16,513     16,456       16,365 
   Diluted                                  18,477      17,784     23,741     23,489       16,521 
Balance Sheet Data (at period end)                                                                
 Cash, equivalents and investments      $    9,881    $ 24,715   $ 10,795   $140,377    $ 151,469 
 Total assets                              795,780     719,055    483,458    522,154      501,276 
 Total debt (including capital                                                                    
 lease obligations)                        403,612     373,724    188,172    267,504      268,188 
 Stockholders' equity                      139,455     170,012    158,918    157,388      130,404 
Other Financial Data                                                                              
 EBITDA (as adjusted)(3)                  $106,901    $112,948   $112,555   $ 88,942     $ 98,784 
 Capital expenditures                      389,217     253,380    120,796     56,403       10,651 
 Proceeds from sale/leasebacks             283,800           -          -          -            - 
Operating Data (at period end)                                                                    
 Number of megaplexes operated                  44          19          5          -            - 
 Number of megaplex screens operated           987         379         98          -            - 
 Number of multiplexes operated                185         209        221        232          236 
 Number of multiplex screens operated        1,455       1,578      1,621      1,630        1,603 
 Screens per theatre circuit wide             10.7         8.6        7.6        7.0          6.8 

(1)  Fiscal 1997 consists of 53 weeks.  All other fiscal years have 52          
weeks.                                                                

(2)  Fiscal 1996 includes a $19,350 extraordinary loss equal to $1.17  per      
common share.                                                         

(3)  Represents net earnings (loss) plus interest, income taxes,                
depreciation and amortization and adjusted for impairment losses, gain
(loss) on disposition of assets, equity in earnings of unconsolidated 
    affiliates and extraordinary item.  Management of the Company has included
  EBITDA because it believes that EBITDA provides lenders and stockholders
  additional information for estimating the Company's value and evaluating
its ability to service debt.  Management of the Company believes that 
   EBITDA is a financial measure commonly used in the Company's industry and
should not be construed as an alternative to operating income (as     
   determined in accordance with GAAP).  EBITDA as determined by the Company
may not be comparable to EBITDA as reported by other companies.  In   
   addition, EBITDA is not intended to represent cash flow (as determined in
    accordance with GAAP) and does not represent the measure of cash available
for discretionary uses.                                               

(4)  There were no cash dividends declared on Common Stock during the last      
five fiscal years.                                                    

Item 7.  Management's Discussion and Analysis of Financial Condition and        
Results of Operations.                                                          

This report contains certain "forward-looking statements" intended to 
qualify for the safe harbor from liability established by the Private           
Securities Litigation Reform Act of 1995.  These forward-looking                
statements generally can be identified by use of statements that include        
words or phrases such as the Company or its management "believes,"              
"expects," "anticipates," "intends", "plans," "foresees" or other words or      
phrases of similar import.  Similarly, statements that describe the             
Company's objectives, plans or goals also are forward-looking statements.       
All such forward-looking statements are subject to certain risks and            
uncertainties that could cause actual results to differ materially from         
those contemplated by the relevant forward-looking statement.  Important        
factors that could cause actual results to differ materially from the           
expectations of the Company include, among others: (i) the Company's            
ability to enter into various financing programs; (ii) the performance of       
films licensed by the Company; (iii) competition;  (iv) construction            
delays; (v) the ability to open new theatres and screens as currently           
planned; (vi) general economic conditions, including adverse changes in         
inflation and prevailing interest rates; (vii) demographic changes; (viii)      
increases in the demand for real estate; and (ix) changes in real estate,       
zoning and tax laws.  Readers are urged to consider these factors               
carefully in evaluating the forward-looking statements.  The Company            
undertakes no obligation to publicly update such forward-looking                
statements to reflect subsequent events or circumstances.                       

OPERATING RESULTS                                                               

YEARS (52/53 WEEKS) ENDED APRIL 2, 1998 AND APRIL 3, 1997                       

                                                                [Download Table]

                                     52 Weeks Ended  53 Weeks Ended        
                                       April 2,      April 3,              
(Dollars in thousands)                  1998           1997      % Change  
-------------------------------------------------------------------------- 
                                                                           

Revenues                                                                   
 Domestic                                                                  
 Admissions                            $530,653     $479,629       10.6%   
 Concessions                            251,025      222,945       12.6    
 Other                                   16,052        15,763       1.8    
                                        ---------------------------------- 
                                        797,730      718,337       11.1    
 International                                                             
 Admissions                              22,918       13,322       72.0    
 Concessions                              4,992        2,222        *      
 Other                                       59            49      20.4    
                                        ---------------------------------- 
                                         27,969        15,593      79.4    
 On-screen advertising and other          21,096       15,667      34.7    
                                        ---------------------------------- 
             Total revenues            $846,795      $749,597       13.0%  
                                        ================================== 
Cost of Operations                                                         
 Domestic                                                                  
  Film exhibition costs                $287,516      $251,090      14.5%   
  Concession costs                       40,109       36,045       11.3    
 Rent                                   100,928       75,116       34.4    
  Other                                 215,656       186,945      15.4    
                                        ---------------------------------- 
                                        644,209      549,196       17.3    
 International                                                             
 Film exhibition costs                   12,410        7,719       60.8    
 Concession costs                         1,953          703        *      
 Rent                                     5,791        4,945       17.1    
 Other                                    5,844        5,377        8.7    
                                        ---------------------------------- 
                                         25,998       18,744       38.7    
 On-screen advertising and other         15,333       12,062       27.1    
                                        ---------------------------------  
    Total cost of operations           $685,540     $580,002       18.2%   
                                        ================================== 

* Percentage change in excess of 100%.                                     

                                       52 Weeks Ended53 Weeks Ended        
                                         April 2,      April 3,            
(Dollars in thousands)                     1998            1997   % Change 
-------------------------------------------------------------------------- 
General and Administrative                                                 
 Corporate and domestic                $  42,636     $  45,558       (6.4)%
 International                             6,879         6,864         .2  
 On-screen advertising and other           4,839          4,225      14.5  
                                        ---------------------------------- 
  Total general and administrative     $  54,354      $  56,647      (4.0)%
                                        ================================== 
Depreciation and Amortization                                              
 Corporate and domestic                $  65,168     $  49,392       31.9% 
 International                             2,534         1,436       76.5  
 On-screen advertising and other           2,415          1,744      38.5  
                                        ---------------------------------- 
  Total depreciation and                                                   
   amortization                        $  70,117      $  52,572      33.4% 
                                        ================================== 

* Percentage change in excess of 100%.                                     

Revenues. Total revenues increased 13.0%, or $97,198,000, during the  
year (52 weeks) ended April 2, 1998 compared to the year (53 weeks) ended       
April 3, 1997.                                                                  

Total domestic revenues increased 11.1%, or $79,393,000, from the     
prior year.  Admissions revenues increased 10.6%, or $51,024,000, due to a      
5.4% increase in attendance, which contributed $25,960,000 of the               
increase, and a 5.0% increase in average ticket prices, which contributed       
$25,064,000 of the increase.  Attendance at megaplexes (theatres with           
predominantly stadium-style seating) increased as a result of the addition      
of 23 new megaplexes with 564 screens since April 3, 1997, offset by  a         
4.7% decrease in attendance at comparable megaplexes (theatres opened           
before fiscal 1997). Attendance at multiplexes (theatres generally without      
stadium-style seating) decreased due to a 11.9% decrease in attendance at       
comparable multiplexes and the closure or sale of 23 multiplexes with 123       
screens since fiscal 1997.  The decline in attendance at comparable             
multiplexes was related primarily to certain multiplexes experiencing           
competition from new megaplexes operated by the Company and other               
competing theatre circuits, a trend the Company generally anticipates will      
continue. The increase in average ticket prices was due to price increases      
and the growing number of megaplexes in the Company's theatre circuit,          
which yield higher average ticket prices than multiplexes.  Concessions         
revenues increased 12.6%, or $28,080,000, due to a 6.8% increase in             
average concessions per patron, which contributed $16,013,000 of the            
increase, and the increase in total attendance, which contributed               
$12,067,000 of the increase.  The increase in average concessions per           
patron was attributable to the increasing number of megaplexes in the           
Company's theatre circuit, where concession spending per patron is higher       
than in multiplexes.                                                            

Total international revenues increased 79.4%, or $12,376,000, from    
the prior year.  Admissions revenues increased 72.0%, or $9,596,000, due        
to an increase in attendance, offset by a decrease in average ticket            
prices.  Attendance increased as a result of the opening of the Arrabida        
20 in Portugal during December of fiscal 1997 and improved attendance at        
the Canal City 13 in Japan.  Concessions revenues increased $2,770,000 due      
to the increase in total attendance, offset by a decrease in average            
concessions per patron.  The decrease in average ticket prices and              
concessions per patron was due to the lower ticket and concessions prices       
at the theatre in Portugal compared to the theatre in Japan.                    
International revenues were also impacted by the strengthening of the U.S.      
dollar relative to the Japanese yen.                                            

On-screen advertising and other revenues increased 34.7%, or          
$5,429,000, from the prior year due to an increase in the number of             
screens served, a result of an expansion program, and a change in the           
number of periods included in the results of operations from the Company's      
on-screen advertising business.                                                 

Cost of Operations.  Total cost of operations increased 18.2%, or     
$105,538,000, during the year (52 weeks) ended April 2, 1998 compared to        
the year (53 weeks) ended April 3, 1997.                                        

Total domestic cost of operations increased 17.3%, or $95,013,000,    
from the prior year.  Film exhibition costs increased 14.5%, or                 
$36,426,000, due to higher attendance, which contributed $26,712,000 of         
the increase, and an increase in the percentage of admissions paid to film      
distributors, which contributed $9,714,000 of the increase.  As a               
percentage of admissions revenues, film exhibition costs was 54.2% in the       
current year compared with 52.4% in the prior year.  This increase              
occurred because more popular films released during fiscal 1998 were            
licensed from distributors that generally have higher film rental terms         
and because of the concentration of attendance in the early weeks of            
several films released during the year, which typically results in higher       
film exhibition costs.  The 11.3%, or $4,064,000, increase in concession        
costs was attributable to the increase in concessions revenues.  As a           
percentage of concessions revenues, concession costs was 16.0% in the           
current year compared with 16.2% in the prior year.  Rent expense               
increased 34.4%, or $25,812,000, due to the higher number of screens in         
operation, the growing number of megaplexes in the Company's theatre            
circuit, which generally have higher rent per screen than multiplexes, and      
the sale and lease back during the year of the real estate assets               
associated with 13 megaplexes, including seven theatres opened during           
fiscal 1998, to EPT, a real estate investment trust (the "Sale and Lease        
Back Transaction").  Other cost of operations increased 15.4%, or               
$28,711,000, from the prior year due to the higher number of screens in         
operation and higher expenses associated with the Company's theatre             
management development program.                                                 

Total international cost of operations increased 38.7%, or            
$7,254,000, from the prior year.  Film exhibition costs increased 60.8%,        
or $4,691,000, due to higher attendance, offset by a decrease in the            
percentage of admissions paid to film distributors.  The $1,250,000             
increase in concession costs was primarily attributable to the increase in      
concessions revenues.  Rent expense increased 17.1%, or $846,000, and           
other cost of operations increased 8.7%, or $467,000, from the prior year       
due primarily to the full year of operations of the Arrabida 20, which          
opened in December of fiscal 1997.  International expenses were also            
impacted by the strengthening of the U.S. dollar relative to the Japanese       
yen.                                                                            

On-screen advertising and other cost of operations increased 27.1%,   
or $3,271,000, as a result of the higher number of screens served and a         
change in the number of periods included in the results of operations of        
the Company's on-screen advertising business.                                   

General and Administrative.  General and administrative expenses      
decreased 4.0%, or $2,293,000, during the year (52 weeks) ended April 2,        
1998.                                                                           

Corporate and domestic general and administrative expenses decreased  
6.4%, or $2,922,000, due primarily to decreases in costs associated with        
the Company's development of theatres and the reversal of $1,358,000 of         
compensation expense recognized in prior years for performance stock            
awards which were not earned at the end of the three-year performance           
period ended April 2, 1998.  These decreases were partially offset by           
increases in payroll and related costs and professional and consulting          
expenses.                                                                       

International general and administrative expenses increased .2%, or   
$15,000, and on-screen advertising and other general and administrative         
expenses increased 14.5%, or $614,000.  The increase in on-screen               
advertising and other resulted from an increase in costs to support the         
expansion program at the Company's on-screen advertising business.              

Depreciation and Amortization.  Depreciation and amortization         
increased 33.4%, or $17,545,000, during the year (52 weeks) ended April 2,      
1998.  This increase was caused by an increase in employed theatre assets       
resulting from the Company's expansion plan, which was partially offset by      
lower depreciation and amortization as a result of the reduced carrying         
amounts of impaired multiplex assets.   The reduced carrying amount of the      
impaired assets from fiscal 1998 will result in reduced depreciation and        
amortization in future periods.  For fiscal 1998, depreciation and              
amortization was reduced by approximately $10,500,000.                          

Impairment of Long-lived Assets.  During the second quarter of the    
current year, the Company recognized a non-cash impairment loss of              
$46,998,000 ($27,728,000 after tax, or $1.50 per share) on 59 multiplexes       
with 412 screens in 14 states (primarily California, Texas, Missouri,           
Arizona and Florida) including a loss of $523,000 associated with 10            
theatres that were included in impairment losses recognized in previous         
periods. The estimated future cash flows of these theatres, undiscounted        
and without interest charges, were less than the carrying value of the          
theatre assets.                                                                 

The summer of 1997 was the first summer film season, generally the    
highest grossing period for the film industry, that a significant number        
of megaplexes of the Company and its competitors were operating (the first      
megaplex, Grand 24, was opened by the Company in May 1995).  During this        
period, the financial results of certain multiplexes of the Company were        
significantly less than anticipated at the beginning of fiscal 1998 due         
primarily to competition from the newer megaplexes.  The Company is             
evaluating its future plans for many of its multiplexes, which may include      
selling theatres, subleasing properties to other exhibitors or for other        
uses, retrofitting certain theatres to the standards of a megaplex or           
closing theatres and terminating the leases.  Any or all of these options       
could result in a significant impact to results of operations and               
financial position.  During fiscal 1998, the Company closed or sold 23          
multiplexes with 123 screens.                                                   

During the year (53 weeks) ended April 3, 1997, the Company           
recognized a non-cash impairment loss of $7,231,000 ($4,266,000 after tax,      
or $.24 per share) on 18 multiplexes with 82 screens in nine states             
(primarily Michigan, Pennsylvania, California, Florida and Virginia).           

Interest Expense.  Interest expense increased 62.0%, or $13,657,000,  
during the year (52 weeks) ended April 2, 1998 compared to the prior year.      
The increase in interest expense resulted primarily from an increase in         
average outstanding borrowings related to the Company's expansion plan and      
higher average interest rates as a result of the issuance of $200,000,000       
of 9 1/2% Senior Subordinated Notes on March 19, 1997.                          

Gain on Disposition of Assets.  Gain on disposition of assets         
increased $3,788,000 during the year (52 weeks) ended April 2, 1998             
primarily from the sale of three of the Company's multiplexes during the        
current year.                                                                   

Income Tax Provision.  The provision for income taxes decreased       
$29,500,000 to a benefit of $16,600,000 during the current year from an         
expense of $12,900,000 in the prior year.  The effective tax rate was           
40.4% for the current and the prior year.                                       

Net Earnings.  Net earnings                                           
decreased $43,494,000 during the year (52 weeks) ended April 2, 1998 to a       
loss of $24,499,000 from earnings of $18,995,000 in the prior year.   Net       
loss per common share, after deducting preferred dividends, was $1.59           
compared to earnings of $.75 in the prior year.                                 

                                                                [Download Table]


YEARS (53/52 WEEKS) ENDED APRIL 3, 1997 AND MARCH 28, 1996                

                                    53 Weeks Ended 52 Weeks Ended         
                                         April 3,    March 28,            
(Dollars in thousands)                     1997          1996     % Change
--------------------------------------------------------------------------
                                                                          

Revenues                                                                  
 Domestic                                                                 
  Admissions                           $479,629      $431,361      11.2%  
  Concessions                           222,945       196,645      13.4   
  Other                                  15,763        15,096       4.4   
                                        --------------------------------- 
                                        718,337       643,102      11.7   
 International                                                            
  Admissions                             13,322             -       -     
  Concessions                             2,222             -       -     
  Other                                      49             -       -     
                                        --------------------------------- 
                                         15,593             -        -    
 On-screen advertising and other         15,667        12,870      21.7   
                                        --------------------------------- 
     Total revenues                    $749,597      $655,972      14.3%  
                                        ================================= 
Cost of Operations                                                        
 Domestic                                                                 
  Film exhibition costs                $251,090      $227,780      10.2%  
  Concession costs                       36,045        30,417      18.5   
  Rent                                   75,116        64,813      15.9   
  Other                                 186,945       159,406      17.3   
                                        --------------------------------- 
                                        549,196       482,416      13.8   
 International                                                            
  Film exhibition costs                   7,719             -       -     
  Concession costs                          703             -       -     
  Rent                                    4,945             -       -     
  Other                                   5,377             -       -     
                                        --------------------------------- 
                                         18,744             -      -      
 On-screen advertising and other         12,062         8,942      34.9   
                                        --------------------------------- 
  Total cost of operations              $580,002     $491,358      18.0%  
                                        ================================= 

General and Administrative                                                
  Corporate and domestic                $45,558       $44,200       3.1%  
  International                           6,864         4,550      50.9   
  On-screen advertising and other         4,225         3,309      27.7   
                                        --------------------------------- 
   Total general and administrative     $56,647       $52,059      8.8%   
                                        ================================= 
Depreciation and Amortization                                             
 Corporate and domestic                 $49,392       $40,751      21.2%  
 International                            1,436             -       -     
 On-screen advertising and other          1,744         1,336      30.5   
                                        --------------------------------- 
  Total depreciation and amortization    $52,572      $42,087      24.9%  
                                         ================================ 


Revenues. Total revenues increased 14.3%, or $93,625,000, during the  
year (53 weeks) ended April 3, 1997 compared to the year (52 weeks) ended       
March 28, 1996.                                                                 

Total domestic revenues increased 11.7%, or $75,235,000, from the     
prior year.  Admissions revenues increased 11.2%, or $48,268,000, due to a      
6.4% increase in attendance, which contributed $27,658,000 of the               
increase, and a 4.7% increase in average ticket prices, which contributed       
$20,610,000 of the increase.  The increase in attendance was due primarily      
to the Company's megaplexes.  Attendance at megaplexes increased as a           
result of the addition of 12 new megaplexes with 248 screens since March        
28, 1996 and from the operation for a full fiscal year of the five              
megaplexes with 98 screens that were opened in fiscal 1996.  The increase       
in attendance from megaplexes was partially offset by a decrease in             
attendance at multiplexes and the closure or sale of 15 multiplexes with        
76 screens.  Attendance at multiplexes decreased as a result of                 
competitive factors, including competition from the Company's megaplexes.       
Also, during the first nine months of the fiscal year, attendance at all        
theatres was impacted by film product from the Company's key suppliers          
which did not deliver the results achieved in the prior fiscal year.  The       
increase in average ticket prices was due to price increases and the            
growing number of megaplexes in the Company's theatre circuit, which yield      
higher average ticket prices than multiplexes.   Concessions revenues           
increased 13.4%, or $26,300,000, due to a 6.9% increase in average              
concessions per patron, which contributed $13,692,000 of the increase, and      
the increase in total attendance, which contributed $12,608,000 of the          
increase.  The increase in average concessions per patron was attributable      
to the introduction of new concessions products and the increasing number       
of megaplexes in the Company's theatre circuit, where concession spending       
per patron is higher than in multiplexes.                                       

Total international revenues consists  of admissions and concessions  
revenues from the Company's two international theatres, the Canal City 13       
located in Fukuoka, Japan and the Arrabida 20 located in Porto, Portugal,       
which opened during the first and third quarters of fiscal 1997,                
respectively.   Admissions and concessions revenues accounted for 85% and       
14% of total international revenues, respectively.  The Company's initial       
attendance at the Canal City 13 was negatively impacted by film                 
distributors in Japan who restricted the Company's ability to obtain film       
product until approximately two weeks after its competitors had received        
it.  This delay in releasing films to the Company has generally been            
eliminated.                                                                     

On-screen advertising and other revenues increased 21.7%, or          
$2,797,000, due to an increase in the number of screens served by the           
Company's on-screen advertising business, a result of an expansion              
program.                                                                        

Cost of Operations.  Total cost of operations increased 18.0%, or     
$88,644,000, during the year (53 weeks) ended April 3, 1997 compared to         
the year (52 weeks) ended March 28, 1996.                                       

Total domestic cost of operations increased 13.8%, or $66,780,000,    
from the prior year.  Film exhibition costs  increased 10.2%, or                
$23,310,000, due to higher attendance, which contributed $25,488,000 of         
the increase, offset by a decrease in the percentage of admissions paid to      
film distributors of $2,178,000.  As a percentage of admissions revenues,       
film exhibition costs  was 52.4% in the current year compared with 52.8%        
in the prior year.  The 18.5%, or $5,628,000, increase in concession costs      
was attributable to the increase in concessions revenues.  As a percentage      
of concessions revenues, concession costs increased from 15.5% to 16.2%         
due primarily to increases in raw popcorn costs and lower margins on new        
concessions products.  Rent expense increased 15.9%, or $10,303,000, due        
to the higher number of screens in operation.  Other cost of operations         
increased 17.3%, or $27,539,000, from the prior year due to the higher          
number of screens in operation, $1,825,000 of advertising expenses              
associated with the opening of new theatres and higher expenses associated      
with the Company's theatre management development program.                      

Total international cost of operations consists of expenses           
associated with the Company's new theatres in Japan and Portugal.  As a         
percentage of admissions revenues, film exhibition costs was 57.9%,             
primarily because film rentals in Japan are generally higher than those         
domestically.  Concession costs were 31.6% of concessions revenues due to       
the high procurement costs of concessions products sourced from the United      
States.  As a percentage of total revenues, rent expense was 31.7% as a         
result of low initial attendance and admissions revenues and higher real        
estate costs in Japan.                                                          

On-screen advertising and other cost of operations increased 34.9%,   
or $3,120,000, as a result of the higher number of screens served and           
related start-up expenses.                                                      

General and Administrative.  General and administrative expenses      
increased 8.8%, or $4,588,000, during the year (53 weeks) ended April 3,        
1997.                                                                           

Corporate and domestic general and administrative expenses increased  
3.1%, or $1,358,000, due primarily to increases in costs associated with        
the Company's development of theatres and increased pension and retirement      
expenses of $1,992,000.  These increases were partially offset by a             
decrease of $3,500,000 in the current year's bonus expense and severance        
payments of $967,000 for two former executive officers made during the          
prior year.                                                                     

International general and administrative expenses increased 50.9%, or 
$2,314,000, due primarily to increases in costs associated with the             
Company's development of new theatres and other expenses to support the         
Company's international operations and expansion plan.                          

General and administrative expenses associated with on-screen         
advertising and other increased 27.7%, or $916,000, due primarily to an         
increase in payroll and related costs to support the expansion program at       
the Company's on-screen advertising business.                                   

Depreciation and Amortization.  Depreciation and amortization         
increased 24.9%, or $10,485,000, during the year (53 weeks) ended April 3,      
1997.  This increase was caused by an increase in employed theatre assets       
resulting from the Company's expansion plan.                                    

Impairment of Long-lived Assets.  During the year (53 weeks) ended    
April 3, 1997, the Company recognized a non-cash impairment loss of             
$7,231,000 ($4,266,000 after tax, or $.24 per share) on 18 multiplexes          
with 82 screens in nine states (primarily Michigan, Pennsylvania,               
California, Florida and Virginia) due to expected declines in future cash       
flows resulting primarily from competition from newer megaplexes.  During       
the year (52 weeks) ended March 28, 1996, the Company recognized a non-         
cash impairment loss of $1,799,000 ($1,061,000 after tax, or $.06 per           
share) on four multiplexes  with 21 screens in Arizona, Florida and             
California in connection with the adoption of Statement of Financial            
Accounting Standards No. 121, Accounting for the Impairment of Long-lived       
Assets and for Long-lived Assets to be Disposed Of.  The future cash flows      
of these theatres, undiscounted and without interest charges, were less         
than the carrying value of the theatre assets.                                  

Interest Expense.  Interest expense decreased 23.6%, or $6,806,000,   
during the year (53 weeks) ended April 3, 1997 compared to the prior year.      
The decrease in interest expense resulted from lower rates under the            
Company's Credit Facility, which was partially offset by an increase in         
average outstanding borrowings related to the Company's expansion plan.         

Investment Income.  Investment income decreased 87.9%, or $6,196,000, 
during the year (53 weeks) ended April 3, 1997 due to a decrease in             
outstanding cash and investments compared to the prior year.  Cash and          
investments decreased as a result of the Company's redemption of                
substantially all of its 11 7/8% Senior Notes due 2000 (the "Senior             
Notes") and 12 5/8% Senior Subordinated Notes due 2002 (the "12 5/8%            
Senior Subordinated Notes") on December 28, 1995.                               

Net Earnings.  Net earnings before extraordinary item decreased       
$8,376,000 during the year (53 weeks) ended April 3, 1997 to $18,995,000        
from $27,371,000 in the prior year.  Net earnings for the period were           
$18,995,000 compared to $8,021,000 in the prior year, which included an         
extraordinary item (a loss of $19,350,000, or $1.17 per share, in               
connection with the early extinguishment of debt).  Net earnings before         
extraordinary item per common share, after deducting preferred dividends,       
was $.75 compared to $1.23 in the prior year.  Net earnings per common          
share, after deducting preferred dividends, was $.75 compared to $.06 in        
the prior year.                                                                 

LIQUIDITY AND CAPITAL RESOURCES                                                 

The Company's revenues are collected in cash, principally through box 
office admissions and theatre concessions sales.  The Company has an            
operating "float" which partially finances its operations and which             
generally permits the Company to maintain a smaller amount of working           
capital capacity.  This float exists because admissions revenues are            
received in cash, while exhibition costs (primarily film rentals) are           
ordinarily paid to distributors from 30 to 45 days following receipt of         
box office admissions revenues.  The Company is only occasionally required      
to make advance payments or non-refundable guaranties of film rentals.          
Film distributors generally release during the summer and holiday seasons       
the films which they anticipate will be the most successful.                    
Consequently, the Company typically generates higher revenues during such       
periods.  Cash flows from operating activities, as reflected in the             
Consolidated Statements of Cash Flows, were $90,799,000, $109,339,000 and       
$96,140,000 in fiscal years 1998, 1997 and 1996, respectively.                  

The Company is currently expanding its domestic theatre circuit and   
entering select international markets.  During fiscal 1998,  the Company        
opened 23 megaplexes with 564 screens and one multiplex with six  screens       
and expanded three  existing multiplexes by 38 screens.  In addition, the       
Company closed or sold 23 multiplexes with 123 screens resulting in a           
circuit total of 44 megaplexes with 987 screens and 185 multiplexes with        
1,455 screens as of April 2, 1998.  The Company plans to continue this          
expansion by opening approximately 350 screens, including 95 in                 
international markets, in 16 megaplexes during fiscal 1999.                     

The costs of constructing new theatres are funded by the Company      
through internally generated cash flow or borrowed funds.  The Company          
generally leases its theatres pursuant to long-term non-cancelable              
operating leases which require the developer, who owns the property, to         
reimburse the Company for a portion of the construction costs.  However,        
the Company may decide to own the real estate assets of new theatres and,       
following construction, sell and leaseback the real estate assets pursuant      
to long-term non-cancelable operating leases.  Historically, the Company        
has owned and paid for the equipment necessary to fixture a theatre;            
however, it is considering other methods of providing for its equipment         
needs, including operating leases.  During fiscal 1998, 17 new theatres         
and 412 screens were leased from developers and seven  new theatres with        
182 screens were constructed by the Company and then sold and leased back.      
As of April 2, 1998, the Company had construction in progress and               
reimbursable construction advances (amounts due from developers on leased       
theatres) of $65,914,000 and $58,488,000, respectively.  The Company had        
13 megaplexes with 283  screens under construction on April 2, 1998.            

During fiscal 1998, the Company had capital expenditures of           
$389,217,000 and estimates that total capital expenditures for 1999 will        
aggregate approximately $280 million.  Included in these amounts are            
assets which the Company has placed or may place into sale and leaseback        
or other comparable financing programs, which will have the effect of           
reducing the Company's net cash outlays.  During fiscal 1998, the Company       
received $283,800,000 from such programs.                                       

The Company's Credit Facility permits borrowings at interest rates    
based on either the bank's base rate or LIBOR and requires an annual            
commitment fee based on margin ratios that could result in a rate of            
.1875% to .375% on the unused portion of the commitment. The Credit           
Facility matures on April 10, 2004. The commitment thereunder will be           
reduced by $25 million on each of December 31, 2002, March 31, 2003, June       
30, 2003 and September 30, 2003 and by $50 million on December 31, 2003.        
As of April 2, 1998, the Company had outstanding borrowings of                  
$150,000,000 under the Credit Facility at an average interest rate of 6.2%      
per annum, and approximately $245,000,000 was available for borrowing           
under the Credit Facility.                                                      

Covenants under  the Credit Facility impose limitations on            
indebtedness, creation of liens, change of control, transactions with           
affiliates, mergers, investments, guaranties, asset sales, dividends,           
business activities and pledges.  In addition, the Credit Facility              
contains certain financial covenants.  As of April 2, 1998, the Company         
was in compliance with all financial covenants relating to the Credit           
Facility.                                                                       

On March 19, 1997, the Company sold $200 million of 9 1/2% Senior     
Subordinated Notes due 2009 (the "Notes").   The Indenture to the Notes         
contains certain covenants that, among other things, restrict the ability       
of the Company and its subsidiaries to incur additional indebtedness and        
pay dividends or make distributions in respect of their capital stock.  If      
the Notes attain "investment grade status" (as defined in the Indenture),       
the covenants in the Indenture limiting the Company's ability  to incur         
additional indebtedness and pay dividends will cease to apply.  As of           
April 2, 1998, the Company was in compliance with all financial covenants       
relating to the Notes.                                                          

On November 14, 1997, the Company completed the redemption of         
$617,000 of its outstanding Senior Notes and $4,904,000 of its outstanding      
12 5/8% Senior Subordinated Notes.                                              

During fiscal 1998, the Company sold the real estate assets           
associated with 13 megaplex theatres, including seven  theatres opened          
during fiscal 1998, to EPT for an aggregate purchase price of                   
$283,800,000.  Proceeds from the Sale and Lease Back Transaction were           
applied to reduce indebtedness under the Company's Credit Facility.   The       
Company leased the real estate assets associated with the theatres from         
EPT pursuant to non-cancelable operating leases with terms ranging from 13      
to 15 years at an initial lease rate of 10.5% with options to extend for        
up to an additional 20 years.                                                   

The Company has granted an option to EPT to acquire a theatre under   
construction for the cost to the Company of developing and constructing         
such property.  In addition, for a period of five years subsequent to           
November 1997, EPT will have a right of first refusal and first offer to        
purchase and lease back to the Company the real estate assets associated        
with any megaplex theatre and related entertainment property owned or           
ground-leased by the Company, exercisable upon the Company's intended           
disposition of such property.  As of April 2, 1998, the Company had one         
megaplex under construction that would be subject to EPT's right of first       
refusal and first offer to purchase should the Company seek to dispose of       
such megaplex.  The leases are triple net leases that require the Company       
to pay substantially all expenses associated with the operation of the          
theatres, such as taxes and other governmental charges, insurance,              
utilities, service, maintenance and any ground lease payments.                  

The Company believes that cash generated from operations, existing    
cash and equivalents, amounts received from sale and lease back                 
transactions and the unused commitment amount under its Credit Facility         
will be sufficient to fund operations and planned capital expenditures for      
the next twelve months.  The Company may require additional financing           
after fiscal 1999 to continue its expansion program.                            

During the year (52 weeks) ended April 2, 1998, various holders of    
the Company's $1.75 Cumulative Convertible Preferred Stock (the                 
"Convertible Preferred Stock") converted 1,503,269 shares into 2,591,614        
shares of Common Stock at a conversion rate of 1.724 shares of Common           
Stock for each share of Convertible Preferred Stock.  Convertible               
Preferred Stock dividend payments decreased 15.5%, or $929,000, to              
$5,064,000 for the year (52 weeks) ended April 2, 1998 from $5,993,000 in       
the prior year as a result of the conversions.                                  

Subsequent to April 2, 1998, various holders of the Company's         
Convertible Preferred Stock converted 1,796,485 shares into 3,097,113           
shares of Common Stock at a conversion rate of 1.724 shares of Common           
Stock for each share of Convertible Preferred Stock.  On April 14, 1998,        
the Company redeemed the remaining 3,846 shares of Convertible Preferred        
Stock at a redemption price of $25.75 per share plus accrued and unpaid         
dividends.                                                                      

Year 2000                                                                       

The Company has performed a review of its computer applications       
related to their continuing functionality for the year 2000 and beyond.         
Certain of the Company's existing systems have been upgraded and the            
Company expects that its remaining systems will be upgraded through             
modification or replacement by the end of fiscal 1999.  As a result, the        
Company does not believe that it has material exposure to the year 2000         
issue with respect to its own computer applications.  The Company does not      
expect that the cost of the modifications will cause reported financial         
information not to be indicative of future operating results or financial       
condition.  The year 2000 issue may impact the operations of the Company        
indirectly by affecting the operations of its suppliers, business               
partners, customers and other parties that provide significant services to      
the Company.  The Company expects to complete during fiscal 1999 a review       
of potential year 2000 issues with these parties.  The Company is               
currently unable to predict the extent that the year 2000 will have on          
these parties and, consequently, the Company.                                   

Impact of Inflation                                                             

Historically, the principal impact of inflation and changing prices   
upon the Company has been to increase the costs of the construction of new      
theatres, the purchase of theatre equipment and the utility and labor           
costs incurred in connection with continuing theatre operations.  Film          
exhibition costs, the largest cost of operations of the Company, is             
customarily paid as a percentage of admissions revenues and hence, while        
the film exhibition costs may increase on an absolute basis, the                
percentage of admissions revenues represented by such expense is not            
directly affected by inflation.  Except as set forth above, inflation and       
changing prices have not had a significant impact on the Company's total        
revenues and results of operations.                                             

New Accounting Pronouncements                                                   

During fiscal 1998, the Financial Accounting Standards Board issued   
Statement of Financial Accounting Standards No. 130 ("SFAS 130"),               
Reporting Comprehensive Income, Statement of Financial Accounting               
Standards No. 131 ("SFAS 131"), Disclosures About Segments of an                
Enterprise and Related Information and Statement of Financial Accounting        
Standards No. 132 ("SFAS 132"), Employers' Disclosures about Pensions and       
Other Postretirement Benefits.  SFAS 130 requires disclosure of                 
comprehensive income and its components in a company's financial                
statements and is effective for fiscal years beginning after December 15,       
1997. SFAS 131 requires new disclosures of segment information in a             
company's financial statements and is effective for fiscal years beginning      
after December 15, 1997. SFAS 132 requires disclosures about pension and        
other postretirement benefit plans in a company's financial statements and      
is effective for fiscal years beginning after December 15, 1997.  These         
statements  will become effective for the Company in fiscal 1999.               
Adoption of these statements will not impact the Company's consolidated         
financial position, results of operations or cash flows.                        

During fiscal 1998,  the American Institute of Certified Public       
Accountants issued Statement of Position 98-1 ("SOP 98-1"), Accounting for      
the Costs of Computer Software Developed or Obtained for Internal Use.          
SOP 98-1 requires companies to capitalize certain internal-use software         
costs once certain criteria are met.  SOP 98-1 is effective for fiscal          
years beginning after December 15, 1998.  Adoption of this statement is         
not expected to have a material impact on the Company's consolidated            
financial position, results of operations or cash flows.                        

In April of 1998, the American Institute of Certified Public          
Accountants issued Statement of Position 98-5 ("SOP 98-5"), Reporting on        
the Costs of Start-up Activities.  SOP 98-5 requires costs of start-up          
activities to be expensed when incurred.  The Company currently                 
capitalizes such costs and amortizes them over a two-year period.  SOP 98-      
5 is effective for fiscal years beginning after December 15, 1998.  The         
Company will adopt this statement in fiscal 2000, which will result in a        
cumulative effect adjustment to the Company's results of operations and         
financial position based on balances as of April 1, 1999.   Had the             
Company adopted SOP 98-5 at the beginning of fiscal 1999, such adjustment       
would have been approximately $10.6 million, before taxes.                      

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk.           

Not applicable.                                                       

Item 8.  Financial Statements And Supplementary Data.                           

RESPONSIBILITY FOR PREPARATION                                                  
OF FINANCIAL STATEMENTS                                                         
AMC Entertainment Inc.                                                          

TO THE STOCKHOLDERS OF AMC ENTERTAINMENT INC.                                   

The accompanying consolidated financial statements and related notes of         
AMC Entertainment Inc.  and subsidiaries were prepared by management in         
conformity with generally accepted accounting principles appropriate in         
the circumstances.  In preparing the financial statements, management has       
made judgments and estimates based on currently available information.          
Management is responsible for the information; representations contained        
elsewhere in this Annual Report are consistent with the financial               
statements.                                                                     

The Company has a formalized system of internal accounting controls             
designed to provide reasonable assurance that assets are safeguarded and        
that its financial records are reliable.  Management monitors the system        
for compliance to measure its effectiveness and recommends possible             
improvements.  In addition, as part of their audit of the consolidated          
financial statements, the Company's independent accountants review and          
test the internal accounting controls on a selected basis to establish a        
basis of reliance in determining the nature, extent and timing of audit         
tests to be applied.                                                            

The Board of Directors oversees financial reporting and internal                
accounting control through its Audit Committee.  This committee meets           
(jointly and separately) with the independent accountants, management and       
internal auditors to monitor the proper discharge of responsibilities           
relative to internal accounting controls and consolidated financial             
statements.                                                                     

/s/ Peter C.  Brown                                                             
Co-Chairman of the Board,                                                       
President and Chief Financial Officer                                           

REPORT OF INDEPENDENT ACCOUNTANTS                                               

TO THE BOARD OF DIRECTORS AND STOCKHOLDERS OF AMC ENTERTAINMENT INC.            
KANSAS CITY, MISSOURI                                                           

We have audited the accompanying consolidated balance sheets of AMC             
Entertainment Inc.  and subsidiaries as of April 2, 1998 and April 3,           
1997, and the related consolidated statements of operations, stockholders'      
equity and cash flows for the year (52 weeks) ended April 2, 1998, the          
year (53 weeks) ended April 3, 1997 and the year (52 weeks) ended March         
28, 1996. These financial statements are the responsibility of the              
Company's management.  Our responsibility is to express an opinion on           
these financial statements based on our audits.                                 

We conducted our audits in accordance with generally accepted auditing          
standards.  Those standards require that we plan and perform the audit to       
obtain reasonable assurance about whether the financial statements are          
free of material misstatement.  An audit includes examining, on a test          
basis, evidence supporting the amounts and disclosures in the financial         
statements.  An audit also includes assessing the accounting principles         
used and significant estimates made by management, as well as evaluating        
the overall financial statement presentation.  We believe that our audits       
provide a reasonable basis for our opinion.                                     

In our opinion, the financial statements referred to above present fairly,      
in all material respects, the consolidated financial position of AMC            
Entertainment Inc.  and subsidiaries as of April 2, 1998 and April 3,           
1997, and the consolidated results of their operations and their cash           
flows for the year (52 weeks) ended April 2, 1998, the year (53 weeks)          
ended April 3, 1997 and the year (52 weeks) ended March 28, 1996, in            
conformity with generally accepted accounting principles.                       

/s/  COOPERS & LYBRAND L.L.P.                                                   
Kansas City, Missouri                                                           
May 1, 1998                                                                     

                                                                [Download Table]

                          AMC ENTERTAINMENT INC.                          
                   CONSOLIDATED STATEMENTS OF OPERATIONS                  
                   (In thousands, except per share data)                  

                              52 Weeks Ended  53 Weeks Ended52 Weeks Ended
                                 April 2,        April 3,      March 28,  
                                     1998          1997           1996    
                               -------------------------------------------
                                                                          

Revenues                                                                  
 Admissions                          $553,571     $492,951    $431,361    
 Concessions                          256,017      225,167     196,645    
 Other                                 37,207       31,479      27,966    
                                     ----------------------------------   
  Total revenues                      846,795      749,597     655,972    
Expenses                                                                  
 Film exhibition costs                299,926      258,809     227,780    
 Concession costs                      42,062       36,748      30,417    
 Other                                343,552      284,445     233,161    
                                     ----------------------------------   
  Total cost of operations            685,540      580,002     491,358    

 General and administrative            54,354       56,647      52,059    
 Depreciation and amortization         70,117       52,572      42,087    
 Impairment of long-lived assets       46,998        7,231       1,799    
                                     ----------------------------------   
  Total expenses                      857,009      696,452     587,303    
                                     ----------------------------------   
  Operating income (loss)            (10,214)       53,145      68,669    

Other expense (income)                                                    
  Interest expense                                                        
  Corporate borrowings                 26,353       12,016      18,099    
 Capital lease obligations              9,326       10,006      10,729    
  Investment income                   (1,090)        (856)     (7,052)    
  Loss (gain) on disposition                                              
   of assets                          (3,704)           84         222    
                                     ----------------------------------   
Earnings (loss) before income                                             
 taxes and extraordinary item        (41,099)       31,895      46,671    
Income tax provision                 (16,600)       12,900      19,300    
                                     ----------------------------------   
Earnings (loss) before                                                    
 extraordinary item                  (24,499)       18,995      27,371    
Extraordinary item -                                                      
 Loss on extinguishment of debt                                           
 (net of income tax benefit                                               
 of $13,400)                                -            -    (19,350)    
                                     ----------------------------------   
Net earnings (loss)                  $(24,499)    $ 18,995     $ 8,021    
                                     ==================================   
Preferred dividends                     4,846        5,907       7,000    
                                     ----------------------------------   
Net earnings (loss) for                                                   
 common shares                       $(29,345)    $ 13,088     $ 1,021    
                                     ==================================   
Earnings (loss) per share                                                 
 before extraordinary item:                                               
 Basic                                  $(1.59)       $ .75      $ 1.23   
                                     ==================================   
 Diluted                                $(1.59)       $ .74      $ 1.15   
                                     ==================================   
Earnings (loss) per share:                                                
 Basic                                  $(1.59)       $ .75       $ .06   
                                     ==================================   
Diluted                                 $(1.59)       $ .74       $ .34   
                                     ==================================   

See Notes to Consolidated Financial Statements.                           

                                                                [Download Table]

                          AMC ENTERTAINMENT INC.                        
                        CONSOLIDATED BALANCE SHEETS                     
                     (In thousands, except share data)                  

                                                     April 2,   April 3,
                                                     1998       1997    
                                                     -------------------
                                                                        

ASSETS                                                                  
Current assets:                                                         
 Cash and equivalents                                $  9,881  $ 24,715 
 Receivables, net of allowance                                          
  for doubtful accounts of $706                                         
  as of April 2, 1998 and $704 as of April 3, 1997     13,540     9,837 
 Reimbursable construction advances                    58,488    33,193 
 Other current assets                                  25,736    16,769 
                                                     -------------------
  Total current assets                                107,645    84,514 
Property, net                                         562,158   543,058 
Intangible assets, net                                 22,066    28,679 
Other long-term assets                                103,911    62,804 
                                                     -------------------
  Total assets                                       $795,780  $719,055 
                                                     ================== 

LIABILITIES AND STOCKHOLDERS' EQUITY                                    

Current liabilities:                                                    
 Accounts payable                                    $ 72,633  $ 61,876 
 Construction payables                                 24,588    26,491 
 Accrued expenses and other liabilities                72,598    43,301 
 Current maturities of corporate                                        
 borrowings and capital lease obligations               4,017     3,441 
                                                     -------------------
  Total current liabilities                           173,836   135,109 
Corporate borrowings                                  348,990   315,046 
Capital lease obligations                              50,605    55,237 
Other long-term liabilities                            82,894    43,651 
                                                     -------------------
  Total liabilities                                   656,325   549,043 
Commitments and contingencies                                           
Stockholders' equity:                                                   
  $1.75 Cumulative Convertible Preferred                                
    Stock, 66 2/3 par value; 1,800,331 and                              
    3,303,600 shares issued and outstanding                             
    as of April 2, 1998 and April 3, 1997,                              
    respectively (aggregate liquidation preference                      
    of $45,008 and $82,590 as                                           
    of April 2, 1998 and April 3, 1997,                                 
     respectively)                                     1,200     2,202  
  Common Stock, 66 2/3 par value;                                       
    15,376,821and 6,604,469 shares                                      
    issued as of April 2, 1998 and                                      
    April 3, 1997, respectively                        10,251     4,403 
  Convertible Class B Stock, 66 2/3                                     
    par value; 5,015,657 and 11,157,000 shares                          
    issued and outstanding as of                                        
    April 2, 1998 and April 3, 1997, respectively       3,344     7,438 
  Additional paid-in capital                          107,676   107,781 
  Foreign currency translation adjustment             (3,689)   (2,048) 
  Retained earnings                                    21,042    50,605 
                                                     ------------------ 
                                                      139,824   170,381 
  Less - Common Stock in treasury, at cost,                             
   20,500 shares as of                                                  
   April 2, 1998 and April 3, 1997                        369       369 
                                                     ------------------ 
  Total stockholders' equity                          139,455   170,012 
                                                     ------------------ 
  Total liabilities and stockholders' equity         $795,780  $719,055 
                                                     ===================

See Notes to Consolidated Financial Statements.                         
                                    25                                  

                                                        [Enlarge/Download Table]

                             AMC ENTERTAINMENT INC.                                               
                      CONSOLIDATED STATEMENTS OF CASH FLOWS                                       
                      (In thousands, except per share data)                                       

                                                   52 Weeks Ended   53 Weeks Ended  52 Weeks Ended
                                                         April 2,       April 3,       March 28,  
                                                          1998            1997           1996     
                                                     -------------  --------------  --------------
INCREASE (DECREASE) IN CASH AND EQUIVALENTS                                                       
Cash flows from operating activities:                                                             

                                                                                                  

   Net earnings (loss)                                  $(24,499)         $ 18,995      $ 8,021   
   Adjustments to reconcile net earnings (loss) to                                                
     net cash provided by operating activities:                                                   
    Impairment of long-lived assets                        46,998            7,231        1,799   
    Depreciation and amortization                          70,117           52,572       42,087   
    Deferred income taxes                                (37,325)          (2,476)      (1,328)   
    Extraordinary item                                          -                -       19,350   
    Loss (gain) on disposition of long-term assets        (3,704)               84          222   
    Change in assets and liabilities:                                                             
      Receivables                                         (3,703)          (1,451)      (1,537)   
      Other current assets                                (4,835)            1,578       10,167   
      Accounts payable                                      6,066           16,751        6,751   
      Accrued expenses and other liabilities               42,231           13,283        7,640   
    Other, net                                              (547)            2,772        2,968   
                                                     ------------------------------------------   
----------------                                                                                  
  Net cash provided by operating activities                90,799          109,339       96,140   
                                                     -------------------------------------------  
----------------                                                                                  
Cash flows from investing activities:                                                             
  Capital expenditures                                  (389,217)        (253,380)    (120,796)   
  Proceeds from sale/leasebacks                           283,800                -            -   
  Investments in real estate                              (4,349)          (7,692)            -   
  Purchases of available for sale investments                   -                -    (424,134)   
  Proceeds from maturities of available                                                           
   for sale investments                                         -                -      493,278   
  Proceeds from disposition of long-term assets            18,111           15,054        2,243   
Net change in reimbursable                                                                        
  construction advances                                   (25,295)         (21,076)     (10,394)  
Other, net                                                (16,264)         (16,823)      (7,045)  
                                                     ------------------------------------------   
Net cash used in investing                                                                        
 activities                                              (133,214)        (283,917)     (66,848)  
                                                     -------------------------------------------  
Cash flows from financing activities:                                                             
Net borrowings (repayments)                                                                       
 under Credit Facility                                     40,000          (10,000)     120,000   
Proceeds from issuance of 91/2%                                                                   
 Senior Subordinated Notes                                      -          198,938            -   
Principal payments under capital lease                                                            
 obligations and other                                     (3,385)          (2,835)      (2,859)  
Repurchase of 11 7/8% Senior and 12 5/8%                                                          
  Senior Subordinated Notes                                (5,817)               -     (220,734)  
Cash overdrafts                                             4,691          (11,673)      22,848   
  Change in construction payables                         (1,903)           24,735          707   
Proceeds from exercise of                                                                         
options on Common Stock                                       647              140          878   
  Dividends paid on $1.75 Preferred Stock                  (5,064)          (5,993)      (7,000)  
  Other, net                                               (1,466)          (4,595)      (3,570)  
                                                     -------------------------------------------  
Net cash provided by (used in)                                                                    
   financing activities                                    27,703          188,717      (89,730)  
                                                     -------------------------------------------  
  Effect of exchange rate changes                                                                 
   on cash and equivalents                                  (122)            (219)            -   
                                                     -------------------------------------------  
Net increase (decrease) in cash and equivalents          (14,834)           13,920    (60,438)    
Cash and equivalents at beginning of year                  24,715           10,795      71,233    
                                                     -------------------------------------------  
Cash and equivalents at end of year                     $   9,881         $ 24,715    $ 10,795    
                                                     ===========================================  
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:                                                
 Cash paid during the period for:                                                                 
  Interest (net of amounts capitalized                                                            
    of  $8,264, $3,344 and $3,003)                      $  42,901          $24,188     $34,775    
  Income taxes, net                                        22,287            6,285       9,787    
See Notes to Consolidated Financial Statements.                                                   
                                       26                                                         

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                             AMC ENTERTAINMENT INC.                                              
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY                                 
                 (In thousands, except share and per share data)                                 

                                                   $1.75 Cumulative                              
                                                      Convertible                                
                                                     Preferred Stock                             
Common Stock                                                                                     
                                                  Shares       Amount   Shares       Amount      
----------------------------------------------------------------------------------------------   
                                                                                                 

Balance, March 31, 1995                        4,000,000      $2,667    5,306,380     $3,538     
  Net earnings                                         -           -            -          -     
  Exercise of options on Common Stock                  -           -       82,500         55     
  Dividends declared: $1.75 Preferred Stock            -           -            -          -     
  Acquisition of Common Stock in Treasury              -           -            -          -     
                                               ------------------------------------------------  
Balance, March 28, 1996                        4,000,000       2,667    5,388,880      3,593     
  Net earnings                                         -           -            -          -     
  Exercise of options on Common Stock                  -           -       15,000         10     
  $1.75 Preferred Stock conversions            (696,400)       (465)    1,200,589        800     
  Dividends declared: $1.75 Preferred Stock            -           -            -          -     
  Foreign currency translation adjustment              -           -            -          -     
                                               ------------------------------------------------  
Balance, April 3, 1997                         3,303,600       2,202    6,604,469      4,403     
  Net loss                                             -           -            -          -     
  Exercise of options on Common Stock                  -           -       39,400         26     
  $1.75 Preferred Stock conversions          (1,503,269)     (1,002)    2,591,614      1,728     
  Dividends declared:  $1.75 Preferred Stock           -           -            -          -     
  Cancellation of Common and                                                                     
   Class B Stock owned by Durwood, Inc.                -           -  (2,641,951)     (1,762)    
  Issuance of Common and Class B Stock                 -           -    8,783,289      5,856     
  Foreign currency translation adjustment              -           -            -          -     
                                               ------------------------------------------------  

Balance, April 2, 1998                         1,800,331    $  1,200   15,376,821    $10,251     
                                              =================================================  

                                                      Convertible                                
Additional                                        Foreign Currency                               
                                                     Class B Stock      Paid-in      Translation 
                                                  Shares       Amount   Capital      Adjustment  

Balance, March 31, 1995                       11,157,000      $7,438     $107,163      $   -     
  Net earnings                                         -           -            -          -     
  Exercise of options on Common Stock                  -           -          823          -     
  Dividends declared: $1.75 Preferred Stock            -           -            -          -     
  Acquisition of Common Stock in Treasury              -           -            -          -     
                                               ------------------------------------------------  
Balance, March 28, 1996                       11,157,000       7,438      107,986          -     
  Net earnings                                         -           -            -          -     
  Exercise of options on Common Stock                  -           -          130          -     
  $1.75 Preferred Stock conversions                    -           -        (335)          -     
  Dividends declared: $1.75 Preferred Stock            -           -            -          -     
  Foreign currency translation adjustment              -           -            -     (2,048)    
                                               ------------------------------------------------  
Balance, April 3, 1997                        11,157,000       7,438      107,781     (2,048)    
  Net loss                                             -           -            -           -    
  Exercise of options on Common Stock                  -           -          621           -    
  $1.75 Preferred Stock conversions                    -           -         (726)          -    
  Dividends declared:  $1.75 Preferred Stock           -           -            -           -    
  Cancellation of Common and                                                                     
   Class B Stock owned by Durwood, Inc.      (11,157,000)     (7,438)           -           -    
  Issuance of Common and Class B Stock         5,015,657       3,344            -           -    
  Foreign currency translation adjustment              -           -            -      (1,641)   
                                               ------------------------------------------------  

Balance, April 2, 1998                         5,015,657      $3,344     $107,676     $(3,689)   
                                               ================================================= 

                                                                 Common Stock        Total       
                                                  Retained       in Treasury       Stockholders' 
                                                  Earnings     Shares   Amount       Equity      
-------------------------------------------------------------------------------------------------

Balance, March 31, 1995                          $36,582           -    $       -   $157,388     
  Net earnings                                     8,021           -            -      8,021     
  Exercise of options on Common Stock                  -           -            -        878     
  Dividends declared: $1.75 Preferred Stock       (7,000)          -            -    (7,000)     
  Acquisition of Common Stock in Treasury              -      20,500         (369)      (369)    
                                               ------------------------------------------------  
Balance, March 28, 1996                           37,603      20,500         (369)   158,918     
  Net earnings                                    18,995           -            -     18,995     
  Exercise of options on Common Stock                  -           -            -        140     
  $1.75 Preferred Stock conversions                    -           -            -          -     
  Dividends declared: $1.75 Preferred Stock      (5,993)           -            -     (5,993)    
  Foreign currency translation adjustment              -           -            -     (2,048)    
                                               ------------------------------------------------  
Balance, April 3, 1997                            50,605      20,500         (369)    170,012    
  Net loss                                       (24,499)          -            -     (24,499)   
  Exercise of options on Common Stock                  -           -            -         647    
  $1.75 Preferred Stock conversions                    -           -            -           -    
  Dividends declared:  $1.75 Preferred Stock      (5,064)          -            -      (5,064)   
  Cancellation of Common and                                                                     
   Class B Stock owned by Durwood, Inc.                -           -            -     (9,200)    
  Issuance of Common and Class B Stock                 -           -            -       9,200    
  Foreign currency translation adjustment              -           -            -     (1,641)    
                                               ------------------------------------------------  

Balance, April 2, 1998                           $21,042      20,500       $(369)    $139,455    
                                               ================================================= 
See Notes to Consolidated Financial Statements.                                                  


AMC ENTERTAINMENT INC.      
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS      
Year (52 Weeks) Ended April 2, 1998, Year (53 Weeks) Ended April 3, 1997      
and     
Year (52 Weeks) Ended March 28, 1996      

NOTE 1 - THE COMPANY AND SIGNIFICANT ACCOUNTING POLICIES                        

AMC Entertainment Inc.  ("AMCE") is a holding company which, through its        
direct and indirect subsidiaries, including American Multi-Cinema, Inc.         
("AMC") (collectively with AMCE, unless the context otherwise requires,         
the "Company"), is principally involved in the operation of motion picture      
theatres throughout the United States and in Japan and Portugal.  The           
Company is also involved in the business of providing on-screen                 
advertising and other services to AMC and other theatre circuits through a      
wholly-owned subsidiary, National Cinema Network, Inc.                          

Use of Estimates: The preparation of financial statements in conformity         
with generally accepted accounting principles requires management to make       
estimates and assumptions that affect the amounts reported in the               
financial statements and accompanying notes.  Although these estimates are      
based on management's knowledge of current events and actions it may            
undertake in the future, they may ultimately differ from actual results.        

Principles of Consolidation: The consolidated financial statements include      
the accounts of AMCE and all subsidiaries.  All significant intercompany        
balances and transactions have been eliminated.                                 

Fiscal Year: The Company has a 52/53 week fiscal year ending on the             
Thursday closest to the last day of March.  The 1998 fiscal year reflects       
a 52 week period, fiscal year 1997 reflects a 53 week period and fiscal         
year 1996 reflects a 52 week period.  Fiscal year 1999 will reflect a 52        
week period.                                                                    

Revenues and Film Exhibition Costs: Revenues are recognized when                
admissions and concessions sales are received at the theatres.  Film            
exhibition costs are recognized based on the applicable box office              
receipts and the terms of the film licenses.                                    

Cash and Equivalents: Cash and equivalents consist of cash on hand and          
temporary cash investments with original maturities of less than thirty         
days.   The Company invests excess cash in deposits with major banks and        
in temporary cash investments.  Such investments are made only in               
instruments issued or enhanced by high quality financial institutions           
(investment grade or better).   Amounts invested in a single institution        
are limited to minimize risk.                                                   

Under the Company's cash management system, checks issued but not               
presented to banks frequently result in overdraft balances for accounting       
purposes and are classified within accounts payable in the balance sheet.       
The amount of these checks included in accounts payable as of April 2,          
1998 and April 3, 1997 was $15,866,000 and $11,175,000, respectively.           

Reimbursable Construction Advances: Reimbursable construction advances          
consist of amounts due from developers to fund a portion of the                 
construction costs of new theatres that are to be operated by the Company       
pursuant to lease agreements.  The amounts are repaid by the developers         
either during construction or shortly after completion of the theatre.          

Property: Property is recorded at cost.  The Company uses the straight-         
line method in computing depreciation and amortization for financial            
reporting purposes and accelerated methods, with respect to certain             
assets, for income tax purposes.  The estimated useful lives are generally      
as follows:                                                                     

Buildings and improvements                                 20 to 40 years     
Leasehold improvements                                     5 to 25 years      
Furniture, fixtures and equipment                          3 to 10 years      

Expenditures for additions (including interest during construction), major      
renewals and betterments are capitalized, and expenditures for maintenance      
and repairs are charged to expense as incurred.  The cost of assets             
retired or otherwise disposed of and the related accumulated depreciation       
and amortization are eliminated from the accounts in the year of disposal.      
Gains or losses resulting from property disposals are credited or charged       
to operations currently.                                                        

Intangible Assets:  Intangible assets are recorded at cost and are              
comprised of lease rights, amounts assigned to theatre leases assumed           
under favorable terms, and location premiums on acquired theatres, both of      
which are being amortized on a straight-line basis over the estimated           
remaining useful life of the theatre.  Accumulated amortization on              
intangible assets was $39,381,000 and $41,690,000 as of April 2, 1998 and       
April 3, 1997, respectively.                                                    

Other Long-term Assets:  Other long-term assets are comprised principally       
of costs incurred in connection with the issuance of debt securities which      
are being amortized over the respective life of the issue; investments in       
real estate; preopening costs related to new theatres which are being           
amortized over two years; and long-term deferred income taxes.                  

Impairment of Long-lived Assets:  The Company reviews long-lived assets,        
including intangibles, for impairment whenever events or changes in             
circumstances indicate that the carrying amount of the assets may not be        
fully recoverable.  If the sum of the estimated future cash flows,              
undiscounted and without interest charges, is less than the carrying            
amount of the asset, an impairment loss is recognized on the amount by          
which the carrying value of the asset exceeds its estimated fair value.         
Assets are evaluated for impairment on an individual theatre basis, which       
management believes is the lowest level for which there are identifiable        
cash flows.  The fair value of assets is determined as either the expected      
selling price less selling costs or the present value of the estimated          
future cash flows.                                                              

During 1996, the Company recognized a non-cash impairment loss of               
$1,799,000 ($1,061,000 after tax, or $.06 per share) on four multiplexes        
with 21 screens.  During 1997, as a result of expected declines in future       
cash flows of certain theatres, the Company recognized a non-cash               
impairment loss of $7,231,000 ($4,266,000 after tax, or $.24 per share) on      
18 multiplexes with 82 screens.  During 1998, the financial results of          
certain multiplexes of the Company were significantly less than                 
anticipated due primarily to competition from newer megaplexes.  As a           
result, the Company recognized an impairment loss of $46,998,000                
($27,728,000 after tax, or $1.50 per share) on 59 multiplexes with 412          
screens.                                                                        

The reduced carrying amount of the impaired assets from 1998 will result        
in reduced depreciation and amortization in future periods.  For 1998,          
depreciation and amortization was reduced by approximately $10,500,000.         

Foreign Currency Translation:  Operations outside the United States are         
generally measured using the local currency as the functional currency.         
Assets and liabilities are translated at the rates of exchange at the           
balance sheet date.  Income and expense items are translated at average         
rates of exchange.  The resultant translation adjustments are included in       
foreign currency translation adjustment, a separate component of                
stockholders' equity.  Gains and losses from foreign currency transactions      
are included in net earnings and have not been material.                        

Earnings per Share:  During 1998, the Company adopted the provisions of         
Statement of Financial Standards No. 128 ("SFAS 128"), Earnings per Share.      
Under SFAS 128, basic earnings per share is computed by dividing net            
earnings (loss) for common shares by the weighted-average number of common      
shares outstanding.  Diluted earnings per share includes the effects of         
the conversion of the $1.75 Cumulative Convertible Preferred Stock,             
outstanding stock options and contingently issuable shares, if dilutive.        
All prior period earnings per share data has been restated to conform with      
the new statement.                                                              

Stock-based Compensation:  The Company accounts for stock-based awards          
using the intrinsic value-based method.                                         

New Accounting Pronouncements:  During 1998, the Financial Accounting           
Standards Board issued Statement of Financial Accounting Standards No. 130      
("SFAS 130"), Reporting Comprehensive Income, Statement of Financial            
Accounting Standards No. 131 ("SFAS 131"), Disclosures About Segments of        
an Enterprise and Related Information and Statement of Financial                
Accounting Standards No. 132 ("SFAS 132"), Employers' Disclosures about         
Pensions and Other Postretirement Benefits.  SFAS 130 requires disclosure       
of comprehensive income and its components in a company's financial             
statements and is effective for fiscal years beginning after December 15,       
1997.  SFAS 131 requires new disclosures of segment information in a            
company's financial statements and is effective for fiscal years beginning      
after December 15, 1997.  SFAS 132 requires disclosures about pension and       
other postretirement benefit plans in a company's financial statements and      
is effective for fiscal years beginning after December 15, 1997.  These         
statements will become effective for the Company in 1999.  Adoption of          
these statements will not impact the Company's consolidated financial           
position, results of operations or cash flows.                                  

During 1998, the American Institute of Certified Public Accountants issued      
Statement of Position 98-1 ("SOP 98-1"), Accounting for the Costs of            
Computer Software Developed or Obtained for Internal Use.  SOP 98-1             
requires companies to capitalize certain internal-use software costs once       
certain criteria are met.  SOP 98-1 is effective for fiscal years               
beginning after December 15, 1998.  Adoption of this statement is not           
expected to have a material impact on the Company's consolidated financial      
position, results of operations or cash flows.                                  

In April of 1998, the American Institute of Certified Public Accountants        
issued Statement of Position 98-5 ("SOP 98-5"), Reporting on the Costs of       
Start-up Activities.  SOP 98-5 requires costs of start-up activities to be      
expensed when incurred.  The Company currently capitalizes such costs and       
amortizes them over a two-year period.  SOP 98-5 is effective for fiscal        
years beginning after December 15, 1998.  The Company will adopt this           
statement in 2000, which will result in a cumulative effect adjustment to       
the Company's results of operations and financial position based on             
balances as of April 1, 1999.  Had the Company adopted SOP 98-5 at the          
beginning of fiscal 1999, such adjustment would have been approximately         
$10.6 million, before taxes.                                                    

Presentation:  Certain amounts have been reclassified from prior period         
consolidated financial statements to conform with the current year              
presentation.                                                                   

NOTE 2 - MERGER WITH PARENT                                                     

Effective August 15, 1997, the Company completed a merger with its              
majority stockholder, Durwood, Inc. ("DI"),  with the Company remaining as      
the surviving entity (the "Merger").  In connection with the Merger,            
2,641,951 shares of the Company's Common Stock and 11,157,000 shares of         
the Company's Class B Stock owned by DI were canceled and the Company           
issued 8,783,289 shares of its Common Stock and 5,015,657 shares of its         
Class B Stock to the DI stockholders.  The Merger was accounted for as a        
corporate reorganization and the recorded balances for consolidated             
assets, liabilities, total stockholders' equity and results of operations       
were not affected.   During 1998, a company affiliated with Stanley H.          
Durwood, Co-Chairman of the Board of Directors, Chief Executive Officer         
and majority voting stockholder, and members of his family reimbursed the       
Company $1,000,000 for expenses related to the Merger.                          

In connection with the Merger, the DI stockholders granted a proxy to the       
Company to vote their shares of the Company's Common Stock for each             
candidate for the Company's Board of Directors in the same proportion as        
the aggregate votes cast in such elections by all other holders of the          
Company's Common Stock not affiliated with the Company, its directors and       
officers. The proxy will remain in effect for a period of three years           
commencing on the date of the Merger.                                           

NOTE 3 - PROPERTY                                                               

                                                                [Download Table]


A summary of property is as follows:                                      

                                                                          
(In    thousands)                                         1998       1997 
------------------                                                        

Property owned:                                                           
 Land                                                   $  32,102 $ 60,090
 Buildings and improvements                               115,260  221,396
 Leasehold improvements                                   320,410  211,720
 Furniture, fixtures and equipment                        364,022  264,619
                                                       -------------------
                                                          831,794  757,825
 Less-accumulated depreciation and amortization           288,503  246,476
                                                       -------------------
                                                          543,291  511,349
Property leased under capital leases:                                     
 Buildings and improvements                                63,955   66,074
 Less-accumulated amortization                             45,088   34,365
                                                       -------------------
                                                           18,867   31,709
                                                       -------------------
                                                         $562,158 $543,058
                                                      ====================

Included in property is $65,914,000 and $83,558,000 of construction in          
progress as of April 2, 1998 and April 3, 1997, respectively.                   

NOTE 4 - SUPPLEMENTAL BALANCE SHEET INFORMATION                                 

Other assets and liabilities consist of the following:                          

                                                                [Download Table]


(In thousands)                                            1998     1997   
--------------------------------------------------------------------------
                                                                          

Other current assets:                                                     
 Prepaid rent                                           $ 10,843  $ 7,366 
 Deferred income taxes                                    10,542    6,376 
 Other                                                     4,351    3,027 
                                                       -------------------
                                                        $ 25,736  $16,769 
                                                       ===================
Other long-term assets:                                                   
 Investments in real estate                             $ 14,702  $15,329 
 Deferred financing costs                                  8,098    7,539 
 Deferred income taxes                                    56,972   23,813 
 Preopening costs                                         10,614    6,519 
 Other                                                    13,525    9,604 
                                                       -------------------
                                                        $103,911  $62,804 
                                                       ===================
Accrued expenses and other liabilities:                                   
 Taxes other than income                                $ 13,952  $10,030 
 Income taxes                                              4,180    6,017 
 Interest                                                  1,498    1,512 
 Payroll and vacation                                      5,297    4,982 
 Casualty claims and premiums                              5,295    4,655 
 Deferred income                                          22,056   10,042 
 Accrued bonus                                             5,621    3,974 
 Other                                                    14,699    2,089 
                                                       -------------------
                                                        $ 72,598  $43,301 
                                                       ===================

NOTE 5 - CORPORATE BORROWINGS AND CAPITAL LEASE OBLIGATIONS                     

A summary of corporate borrowings and capital lease obligations is as           
follows:                                                                        

                                                                [Download Table]


 (In thousands)                                           1998      1997  
------------------------------------------------------------------------- 
                                                                          

$425 million Credit Facility due 2004                   $150,000 $110,000 
11 7/8% Senior Notes due 2000                                  -      615 
9 1/2% Senior Subordinated Notes due 2009                198,990  198,940 
12 5/8% Senior Subordinated Notes due 2002                     -    4,882 
Capital lease obligations, interest ranging                               
 from 7 1/4% to 20%                                       54,622   58,652 
Other indebtedness                                             -      635 
                                                       -------------------
                                                         403,612  373,724 
Less-current maturities                                    4,017    3,441 
                                                       -------------------
                                                        $399,595 $370,283 
                                                       ===================

The Company maintains a $425 million credit facility (the "Credit               
Facility"), which permits borrowings at interest rates based on either the      
bank's base rate or LIBOR and requires an annual commitment fee based on        
margin ratios that could result in a rate of .1875% to .375% on the unused      
portion of the commitment.  The Credit Facility matures on April 10, 2004.      
The commitment thereunder will be reduced by $25 million on each of             
December 31, 2002, March 31, 2003, June 30, 2003 and September 30, 2003         
and by $50 million on December 31, 2003.  As of April 2, 1998, the Company      
had outstanding borrowings of $150,000,000 under the Credit Facility at an      
average interest rate of 6.2% per annum, and approximately $245,000,000         
was available for borrowing under the Credit Facility.                          

Covenants under the Credit Facility impose limitations on indebtedness,         
creation of liens, change of control, transactions with affiliates,             
mergers, investments, guaranties, asset sales, dividends, business              
activities and pledges.   In addition, the Credit Facility contains             
certain financial covenants.  As of April 2, 1998, the Company was in           
compliance with all financial covenants relating to the Credit Facility.        

Costs related to the establishment of the Credit Facility were capitalized      
and are charged to interest expense over the life of the Credit Facility.       
Unamortized issuance costs of $2,970,000 as of April 2, 1998 are included       
in other long-term assets.                                                      

On March 19, 1997, the Company sold $200 million of 9 1/2% Senior               
Subordinated Notes due 2009 (the "Notes").  As required by the Indenture        
to the Notes, the Company consummated a registered offer on August 5, 1997      
to exchange the Notes for notes of the Company with terms identical in all      
material respects to the Notes.  The Notes bear interest at the rate of 9       
1/2% per annum, payable in March and September.  The Notes are redeemable       
at the option of the Company, in whole or in part, at any time on or after      
March 15, 2002 at 104.75% of the principal amount thereof, declining            
ratably to 100% of the principal amount thereof on or after March 15,           
2006, plus in each case interest accrued to the redemption date.  Upon a        
change of control (as defined in the Indenture), each holder of the Notes       
will have the right to require the Company to repurchase such holder's          
Notes at a price equal to 101% of the principal amount thereof plus             
accrued and unpaid interest to the date of repurchase.  The Notes are           
subordinated to all existing and future senior indebtedness, as defined in      
the Indenture, of the Company.                                                  

The Indenture contains certain covenants that, among other things,              
restrict the ability of the Company and its subsidiaries to incur               
additional indebtedness and pay dividends or make distributions in respect      
of their capital stock.  If the Notes attain "investment grade status" (as      
defined in the Indenture), the covenants in the Indenture limiting the          
Company's ability to incur additional indebtedness and pay dividends will       
cease to apply.  As of April 2, 1998, the Company was in compliance with        
all financial covenants relating to the Notes.                                  

The discount on the Notes is being amortized to interest expense following      
the interest method.  Costs related to the issuance of the Notes were           
capitalized and are charged to interest expense, following the interest         
method, over the life of the securities.  Unamortized issuance costs of         
$5,128,000 as of April 2, 1998 are included in other long-term assets.          

On December 28, 1995, the Company completed the redemption of $99,383,000       
of its outstanding 11 7/8% Senior Notes due 2000 (the "Senior Notes") at a      
price of $1,117.90 per $1,000 principal amount and $95,096,000 of its           
outstanding 12 5/8% Senior Subordinated Notes due 2002 (the "12 5/8%            
Senior Subordinated Notes") at a price of $1,144.95 per $1,000 principal        
amount.  In addition, the terms of the Indentures governing the remaining       
Senior Notes and 12 5/8% Senior Subordinated Notes were amended to              
eliminate certain restrictive covenants.  Premiums paid to redeem the           
Senior Notes and 12 5/8% Senior Subordinated Notes, together with the           
write-off of unamortized debt issue costs and other costs directly related      
to the debt redemptions, resulted in an extraordinary loss of $19,350,000,      
net of income tax benefit of $13,400,000.  The extraordinary loss reduced       
earnings per share by $1.17 for the year (52 weeks) ended March 28, 1996.       

On November 14, 1997, the Company completed the redemption of $617,000 of       
its outstanding Senior Notes and $4,904,000 of its outstanding 12 5/8%          
Senior Subordinated Notes.                                                      

Minimum annual payments required under existing capital lease obligations       
(net present value thereof) and maturities of corporate borrowings as of        
April 2, 1998, are as follows:                                                  

                                                                [Download Table]


                 Capital Lease Obligations                            
              ----------------------------------                      
              Minimum                    Net                          
               Lease         Less      Present    Corporate           
(In thousands)Payments     Interest     Value     Borrowings  Total   
----------------------------------------------------------------------
                                                                      

1999        $  12,638    $  8,621    $  4,017       $  -   $  4,017   
2000           12,049       7,943       4,106          -      4,106   
2001           11,777       7,224       4,553          -      4,553   
2002           10,949       6,476       4,473          -      4,473   
2003           10,332       5,715       4,617          -      4,617   
Thereafter     59,503      26,647      32,856    348,990    381,846   
               -----------------------------------------------------  
Total          $117,248   $62,626     $54,622   $348,990   $403,612   
               =====================================================  

The Company maintains a letter of credit in the normal course of its            
business.   The unused portion of the letter of credit was $3,108,000 as        
of April 2, 1998.                                                               

NOTE 6 - STOCKHOLDERS' EQUITY                                                   

The authorized common stock of AMCE consists of two classes of stock.           
Except for the election of directors, each holder of Common Stock (66 2/3       
cemts par value; 45,000,000 shares authorized) is entitled to one vote per      
share, and each holder of Class B Stock (66 2/3 cents par value; 30,000,000     
shares authorized) is entitled to 10 votes per share.  Common stockholders      
voting as a class are presently entitled to elect two of the seven members      
of AMCE's Board of Directors with Class B stockholders electing the             
remainder.                                                                      

Holders of the Company's stock have no pre-emptive or subscription rights.      
Holders of Common Stock have no conversion rights, but holders of Class B       
Stock may elect to convert at any time on a share-for-share basis into          
Common Stock.                                                                   

The Company has authorized 10,000,000 shares of Preferred Stock (66 2/3 cents   
par value), of which 1,800,331 shares of $1.75 Cumulative Convertible           
Preferred Stock (66 2/3 cents par value) (the "Convertible Preferred Stock")    
are issued and outstanding.  Dividends are payable quarterly at an annual       
rate of $1.75 per share.                                                        

The Convertible Preferred Stock has preference in liquidation in the            
amount of $25 per share plus accrued and unpaid dividends.  The                 
Convertible Preferred Stock is convertible at the option of the holder          
into shares of Common Stock at a conversion price of $14.50 per share of        
Common Stock, subject to change in certain events. During 1998 and 1997,        
various holders of the Company's Convertible Preferred Stock converted          
1,503,269 and 696,400 shares into 2,591,614 and 1,200,589 shares,               
respectively, of Common Stock at a conversion rate of 1.724 shares of           
Common Stock for each share of Convertible Preferred Stock.  In lieu of         
conversion, the Company may, at its option, pay to the holder cash equal        
to the then market value of the Common Stock.  The Company may redeem in        
whole or in part the Convertible Preferred Stock at a redemption price          
beginning at $26.00 per share after March 15, 1997, declining ratably to        
$25.00 per share after March 15, 2001.                                          

Subsequent to April 2, 1998, various holders of the Company's Convertible       
Preferred Stock converted 1,796,485 shares into 3,097,113 shares of Common      
Stock at a conversion rate of 1.724 shares of Common Stock for each share       
of Convertible Preferred Stock.  On April 14, 1998, the Company redeemed        
the remaining 3,846 shares of Convertible Preferred Stock at a redemption       
price of $25.75 per share plus accrued and unpaid dividends.                    

Stock-Based Compensation                                                        

In November 1994, AMCE adopted a stock option and incentive plan (the           
"1994 Plan").  This plan provides for three basic types of awards: (i)          
grants of stock options which are either incentive or non-qualified stock       
options, (ii) grants of stock awards, which may be either performance or        
restricted stock awards, and (iii) performance unit awards.  The number of      
shares of Common Stock which may be sold or granted under the plan may not      
exceed 1,000,000 shares.  The 1994 Plan provides that the exercise price        
for stock options may not be less than the fair market value of the stock       
at the date of grant and unexercised options expire no later than ten           
years after date of grant.  Options issued under the 1994 Plan vest over        
two years from the date of issuance.                                            

The Company has adopted the disclosure-only provisions of Statement of          
Financial Accounting Standards No. 123, Accounting for Stock-Based              
Compensation.  Accordingly, no compensation expense has been recognized         
for the Company's stock-based compensation other than for performance-          
based stock awards.  In 1997 and 1996, the Company granted stock awards to      
certain individuals which are issuable at the end of a performance period       
ended April 2, 1998 based on certain performance criteria.  No performance-     
based stock awards were earned at the end of the performance period.  The       
Company recognized compensation expense for performance stock awards of         
($1,358,000), $586,000 and $772,000 in 1998, 1997 and 1996, respectively.       
Had compensation expense for the Company's stock options and awards been        
determined based on the fair value at the grant dates, the Company's net        
earnings (loss) and net earnings (loss) for common shares would have been       
the following:                                                                  

                                                                [Download Table]

(In thousands, except per share data)    1998         1997       1996 
----------------------------------------------------------------------
                                                                      

Net earnings (loss)                                                   
 As reported                           $(24,499)     $18,995    $8,021
 Pro forma                             $(26,007)     $18,664    $8,210
Net earnings (loss) per common share                                  
 As reported                            $(1.59)       $ .75      $ .06
 Pro forma                              $(1.67)       $ .73      $ .07

The following table reflects the weighted average fair value per option         
granted during the year, as well as the significant weighted average            
assumptions used in determining fair value using the Black-Scholes option-      
pricing model:                                                                  

                            1998           1997       1996

Fair value on grant date               $9.69         $11.63     $ 6.96          
Risk-free interest rate                 6.0%           6.2%       5.6%          
Expected life (years)                   5              5          5             
Expected volatility                    42.0%          42.9 %     46.0 %         
Expected dividend yield                 -              -          -             

                                                                [Download Table]


A summary of stock option activity under all plans is as follows:            

                       1998                 1997                 1996        
--------------------------------------------------------------------------   
                            Weighted            Weighted           Weighted  
                            Average             Average             Average  
                           Exercise            Exercise             Exercise 
                    Number   Price     Number    Price     Number    Price   
                 of Shares Per Share of Shares Per Share of Shares Per Share 
                  -----------------------------------------------------------
                                                                             

Outstanding at                                                               
 beginning of                                                                
 year             558,500    $12.47   487,500    $  9.67  776,500    $  9.57 
Granted             2,250    $21.21   103,250    $ 24.80   23,250    $ 14.50 
Canceled          (1,500)    $26.38  (17,250)    $ 10.04(229,750)    $  9.46 
Exercised        (39,400)    $ 9.49  (15,000)    $  9.38 (82,500)    $ 10.65 
                  -----------------------------------------------------------

Outstanding at                                                               
 end of year      519,850    $12.69  558,500     $ 12.47  487,500    $  9.67 
                  ========================================================== 
Exercisable at                                                               
 end of year      487,975    $11.90  365,875     $ 10.51  233,250    $  9.45 
                  ========================================================== 
Available for                                                                
 grant at                                                                    
 end of year      845,750            630,500              746,500            
                  ========           =======              =======            

The following table summarizes information about stock options as of April      
2, 1998:                                                                        

                                                                [Download Table]

                     Outstanding Stock Options  Exercisable Stock Options 
------------------------------------------------------------------------- 
                                 Weighted-    Average                     
                                  Average    Weighted-         Weighted-  
                         Number  Remaining    Average    Number Average   
Range of                   of   Contractual  Exercise      of   Exercise  
Exercise Prices         Shares     Life        Price     Shares  Price    

                                                                          

$  9.25 to $ 11.75       398,600   5.3 years  $ 9.48  398,600     $ 9.48  
$ 14.50 to $ 20.75        29,250   7.8 years  $16.26   22,500     $15.43  
$ 22.13 to $ 26.38        92,000   8.1 years  $25.47   66,875     $25.18  
                         -------------------------------------------------
$  9.25 to $ 26.38       519,850   6.0 years  $12.69  487,975     $11.90  
=================================================                         

NOTE 7 - EARNINGS PER SHARE                                                     

The following table sets forth the computation of basic and diluted             
earnings per share:                                                             

                                                                [Download Table]


(In thousands, except per share data)         1998      1997        1996  
--------------------------------------------------------------------------
                                                                          

Numerator:                                                                
 Earnings (loss) before                                                   
  extraordinary item                      $(24,499)  $ 18,995   $ 27,371  
 Less: Preferred dividends                   4,846      5,907      7,000  
                                          ------------------------------- 
 Earnings (loss) before                                                   
  extraordinary item                                                      
   for basic earnings per share             (29,345)   13,088     20,371  
 Convertible Preferred Stock                        -        -     7,000  
                                          ------------------------------- 
 Earnings (loss) before                                                   
   extraordinary item                                                     
   for diluted earnings per share         $(29,345) $  13,088  $  27,371  
                                          ==============================  
Denominator:                                                              
  Shares for basic earnings per share -                                   
   average shares outstanding               18,477     17,489     16,513  
  Convertible Preferred Stock                    -          -      6,896  
  Stock options                                  -        237        283  
  Contingently issuable shares                   -         58         49  
                                          ------------------------------- 
  Shares for diluted earnings per share      18,477    17,784     23,741  
                                          =============================== 
Basic earnings per share before                                           
  extraordinary item                         $(1.59)   $  0.75     $ 1.23 
                                          =============================== 

Diluted earnings per share before                                         
 extraordinary item                         $ (1.59)   $  0.74     $ 1.15 
                                          ================================

In 1998 and 1997, dividends and shares from conversion of Convertible           
Preferred Stock were  excluded from the diluted earnings per share before       
extraordinary item calculation because they were anti-dilutive.  In 1998,       
shares from options to purchase shares of Common Stock were excluded from       
the diluted earnings per share before extraordinary item calculation            
because they were anti-dilutive.  In 1998, contingently issuable shares         
were excluded from the diluted earnings per share calculation because the       
conditions necessary for their issuance were not satisfied.                     

NOTE 8 - INCOME TAXES                                                           

Income taxes reflected in the Consolidated Statements of Operations for         
the three years ended April 2, 1998 are as follows:                             

                                                                [Download Table]


 (In thousands)                           1998           1997        1996 
--------------------------------------------------------------------------
                                                                          

Current:                                                                  
 Federal                              $ 15,600        $ 11,418    $ 5,134 
 State                                   5,125           3,958      2,094 
                                      ----------------------------------- 
  Total current                          20,725         15,376      7,228 

Deferred:                                                                 
 Federal                              (31,860)         (2,114)    (1,121) 
 State                                   (5,465)         (362)      (207) 
                                      ----------------------------------- 
  Total deferred                      (37,325)         (2,476)    (1,328) 
                                      ------------------------------------
Total provision                       (16,600)          12,900      5,900 
Tax benefit of extraordinary                                              
 item - extinguishment of debt               -               -     13,400 
                                      ------------------------------------
Total provision before                                                    
 extraordinary item                   $(16,600)       $ 12,900   $ 19,300 
                                      ====================================

The difference between the effective tax rate on earnings before                
extraordinary item and the U.S.  federal income tax statutory rate is as        
follows:                                                                        

                                                                [Download Table]

                                          1998           1997        1996 
--------------------------------------------------------------------------
                                                                          

Federal statutory rate                    (35.0%)         35.0%      35.0%
State income taxes, net of                                                
 federal tax benefit                       (6.2)           7.1        6.8 
Other, net                                   .8           (1.7)       (.4)
                                      ------------------------------------
Effective tax rate                        (40.4%)         40.4%      41.4%
                                      ====================================

The significant components of deferred income tax assets and liabilities        
as of April 2, 1998 and April 3, 1997 are as follows:                           

                                                                [Download Table]


                                     1998                1997             
                              Deferred Income Tax    Deferred Income Tax  
(In thousands)            Assets      Liabilities     Assets  Liabilities 
--------------------------------------------------------------------------
                                                                          
Accrued reserves and                                                      
 liabilities              $  14,447    $     -         $ 9,189     $ 179  
Capital lease obligations    14,660          -          11,464         -  
Property                     33,832          -           5,587         -  
Deferred rents                7,533          -           6,254         -  
Other                         1,862      4,820             550      2,676 
                          ----------------------------------------------- 
Total                        72,334      4,820          33,044     2,855  
Less: Current deferred                                                    
       income taxes           10,542         -           6,586       210  
                          ----------------------------------------------- 
Total noncurrent                                                          
 deferred income taxes       $ 61,792   $4,820        $ 26,458   $ 2,645  
                          ================================================
Net noncurrent deferred                                                   
 income taxes                 $ 56,972                $ 23,813            
                              ========                ========            

Based upon positive earnings in recent years and the expectation that           
taxable income will continue for the foreseeable future, management             
believes it is more likely than not that the Company will realize its           
deferred tax assets and, accordingly, no valuation allowance has been           
provided as of April 2, 1998 and April 3, 1997.                                 

NOTE 9 - LEASES                                                                 

The majority of the Company's operations are conducted in premises              
occupied under lease agreements with base terms ranging generally from 13       
to 25 years, with certain leases containing options to extend the leases        
for up to an additional 20 years.  The leases provide for fixed rentals         
and/or rentals based on revenues with a guaranteed minimum.  The Company        
also leases certain equipment under leases expiring at various dates.  The      
majority of the leases provide that the Company will pay all, or                
substantially all, taxes, maintenance, insurance and certain other              
operating expenses.  Assets held under capital lease obligations are            
included in property.                                                           

During 1998, the Company sold the real estate assets associated with 13         
megaplexes to Entertainment Properties Trust ("EPT"), a real estate             
investment trust, for an aggregate purchase price of $283,800,000 (the          
"Sale and Lease Back Transaction").  The Company leased the real estate         
assets associated with the theatres from EPT pursuant to non-cancelable         
operating leases with terms ranging from 13 to 15 years at an initial           
lease rate of 10.5% with options to extend for up to an additional 20           
years. The leases are triple net leases that require the Company to pay         
substantially all expenses associated with the operation of the theatres,       
such as taxes and other governmental charges, insurance, utilities,             
service, maintenance and any ground lease payments.  The Company has            
accounted for this transaction as a sale and leaseback in accordance with       
Statement of Financial Accounting Standards No. 98, Accounting for Leases.      
The land and building and improvements have been removed from the               
Consolidated Balance Sheet and the gain of $15,130,000 on the sales has         
been deferred and is being amortized to rent expense over the life of the       
leases.                                                                         

The Company has granted an option to EPT to acquire a theatre under             
construction for the cost to the Company of developing and constructing         
such property.  In addition, for a period of five years subsequent to           
November 1997, EPT will have a right of first refusal and first offer to        
purchase and lease back to the Company the real estate assets associated        
with any theatre and related entertainment property owned or ground-leased      
by the Company, exercisable upon the Company's intended disposition of          
such property.                                                                  

The Co-Chairman of the Board, President and Chief Financial Officer of          
AMCE is also the Chairman of the Board of Trustees of EPT.                      

Following is a schedule, by year, of future minimum rental payments             
required under existing operating leases that have initial or remaining         
non-cancelable terms in excess of one year as of April 2, 1998:                 

(In thousands)                                                                  
-------------------------------------------------                               

1999                                $  131,676                                  
2000                                   132,062                                  
2001                                   130,161                                  
2002                                   127,295                                  
2003                                   123,409                                  
Thereafter                           1,376,799                                  
  ----------

Total minimum payments required    $2,021,402                                 
  ==========

The Company has also entered into agreements to lease space for the             
operation of theatres not yet fully constructed.  The scheduled completion      
of construction and theatre openings are at various dates during 1999.          
The future minimum rental payments required under the terms of these            
leases total approximately $409 million.                                        

The Company records rent expense on a straight-line basis over the term of      
the lease.  Included in long-term liabilities as of April 2, 1998 and           
April 3, 1997 is $19,862,000 and $16,278,000, respectively, of deferred         
rent representing pro rata future minimum rental payments for leases with       
scheduled rent increases.                                                       

Rent expense is summarized as follows:                                          

                                                                [Download Table]


 (In thousands)                          1998            1997       1996  
--------------------------------------------------------------------------
                                                                          

Minimum rentals                       $ 94,103        $ 69,845   $ 54,727 
Common area expenses                    12,011          10,555      9,930 
Percentage rentals based on revenues     2,869           2,278      2,354 
                                       -----------------------------------
                                       $108,983       $ 82,678   $ 67,011 
                                        ==================================

NOTE 10 - EMPLOYEE BENEFIT PLANS                                                

The   Company   sponsors  a  non-contributory  defined  benefit   pension   plan
covering,  after  a  minimum of one year of employment,  all  employees  age  21
or  older  who  have  completed 1,000 hours of service  in  their  first  twelve
months  of  employment  or  in a calendar year and who  are  not  covered  by  a
collective bargaining agreement.                                                

The plan calls for benefits to be paid to eligible employees at retirement      
based primarily upon years of credited service with the Company (not            
exceeding thirty-five) and the employee's highest five year average             
compensation.   Contributions to the plan reflect benefits attributed to        
employees' services to date, as well as services expected to be earned in       
the future.  Plan assets are invested in a group annuity contract with an       
insurance company pursuant to which the plan's benefits are paid to             
retired and terminated employees and the beneficiaries of deceased              
employees.                                                                      

The following table sets forth the plan's funded status as of December 31,      
1997 and 1996 (plan valuation dates) and the amounts included in the            
Consolidated Balance Sheets as of April 2, 1998 and April 3, 1997:              

                                                                [Download Table]


(In thousands)                                           1998      1997   
                                                                          

Actuarial present value of accumulated                                    
 benefit obligation,                                                      
including vested benefits of $12,550 and $11,139      $ 12,777   $ 11,309 
                                                    ======================
Projected benefit obligation for service                                  
 rendered to date                                      $21,346   $ 18,489 
Plan assets at fair value                             (12,991)   (10,857) 
                                                    ----------------------
Projected benefit obligation in excess                                    
 of plan assets                                          8,355      7,632 
Unrecognized net loss from past                                           
 experience different from that                                           
 assumed and effects of changes in assumptions           (490)      (686) 
Unrecognized net obligation upon adoption                                 
 being recognized over 15 years                        (1,235)    (1,411) 
                                                    ----------------------
Pension liability                                     $  6,630    $ 5,535 
                                                    ======================

                                                                [Download Table]


Net pension expense includes the following components:                    

(In thousands)                            1998            1997       1996 
--------------------------------------------------------------------------
                                                                          

Service cost                          $  1,274         $ 1,191      $ 855 
Interest cost                            1,290           1,188        966 
Actual return on plan assets           (1,674)         (1,218)    (1,630) 
Net amortization and deferral              918             563      1,096 
                                      ------------------------------------
Net pension expense                   $  1,808         $ 1,724    $ 1,287 
                                      =================================== 

The Company also sponsors two non-contributory deferred compensation plans      
which provide certain employees additional pension benefits.  The               
actuarial present value of accumulated plan benefits related to the plans       
was $1,051,000 and $856,000 as of April 2, 1998 and April 3, 1997,              
respectively, which is reflected in the Consolidated Balance Sheets.            

The weighted average discount rate used to measure the plans' projected         
benefit obligations was 7.0% for 1998, 1997 and 1996.  The rate of              
increase in future compensation levels was 6.0% for 1998, 1997 and 1996         
and the expected long-term rate of return on assets was 8.5% for 1998,          
1997 and 1996.  A limited number of employees are covered by collective         
bargaining agreements under which payments are made to a union-                 
administered fund.                                                              

The Company sponsors a voluntary thrift savings plan covering the same          
employees eligible for the pension plan.  Since inception of the savings        
plan, the Company has matched 50% of each eligible employee's elective          
contributions, limited to 3% of the employee's salary.   The Company's          
expense under the thrift savings plan was $1,308,000, $1,270,000 and            
$1,032,000 for 1998, 1997 and  1996, respectively.                              

The Company currently offers eligible retirees the opportunity to               
participate in a health plan (medical and dental) and a life insurance          
plan.  Substantially all employees may become eligible for these benefits       
provided that the employee must be at least 55 years of age and have 15         
years of credited service at retirement.  The health plan is contributory,      
with retiree contributions adjusted annually; the life insurance plan is        
noncontributory.  The accounting for the health plan anticipates future         
modifications to the cost-sharing provisions to provide for retiree             
premium contributions of approximately 20% of total premiums, increases in      
deductibles and co-insurance at the medical inflation rate and                  
coordination with Medicare.  Retiree health and life insurance plans are        
not funded.  The Company is amortizing the transition obligation on the         
straight-line method over a period of 20 years.                                 

The following table sets forth the plans' accumulated postretirement            
benefit obligation reconciled with the amounts included in the                  
Consolidated Balance Sheets as of April 2, 1998 and April 3, 1997:              

                                                                [Download Table]


(In thousands)                                        1998         1997   
--------------------------------------------------------------------------
                                                                          

Accumulated postretirement benefit obligation:                            
 Retirees                                             $    616      $ 618 
 Fully eligible active plan participants                   537        513 
 Other active plan participants                          2,175      1,777 
                                                      --------------------
 Accumulated postretirement benefit obligation           3,328      2,908 
 Unrecognized net obligation upon adoption being                          
  recognized over 20 years                               (647)      (697) 
 Unrecognized loss                                       (195)      (190) 
                                                      --------------------
Postretirement benefit liability                      $  2,486    $ 2,021 
                                                    ======================

                                                                [Download Table]


Postretirement expense includes the following components:                 

(In thousands)                            1998          1997       1996   
--------------------------------------------------------------------------
                                                                          

Service cost                           $   229       $     199   $    192 
Interest cost                              218             172        208 
Net amortization and deferral               50              50         66 
                                         ---------------------------------
Postretirement expense                   $   497     $     421   $    466 
                                         =================================

For measurement purposes, the annual rate of increase in the per capita         
cost of covered health care benefits assumed for 1998 was 7.0% for medical      
and 4.5% for dental.  The rates were assumed to decrease gradually to 5.0%      
for medical and 3.0% for dental at 2020 and remain at that level                
thereafter.  The health care cost trend rate assumption has a significant       
effect on the amounts reported.  Increasing the assumed health care cost        
trend rates by one percentage point in each year would increase the             
accumulated postretirement benefit obligation as of April 2, 1998 by            
$997,000 and the aggregate of the service and interest cost components of       
postretirement expense for 1998 by $176,000.  The weighted-average              
discount rate used in determining the accumulated postretirement benefit        
obligation was 7.0% for 1998, 1997 and 1996.                                    

NOTE 11 - CONTINGENCIES                                                         

The Company, in the normal course of business, is party to various legal        
actions.  Management believes that the potential exposure, if any, from         
such matters would not have a material adverse effect on the financial          
condition, cash flows or results of operations of the Company.                  

NOTE 12 - FUTURE DISPOSITION OF ASSETS                                          

The Company has provided reserves for estimated losses from discontinuing       
the operation of fast food restaurants, for theatres which have been or         
are expected to be closed and for other future dispositions of assets.          

In conjunction with the opening of certain new theatres in 1986 through         
1988, the Company expanded its food services by leasing additional space        
adjacent to those theatres to operate specialty fast food restaurants.          
The Company discontinued operating the restaurants due to unprofitability.      
The Company continues to sub-lease or to convert to other uses the space        
leased for these restaurants.  The Company is obligated under long-term         
lease commitments with remaining terms of up to 13 years.  As of April 2,       
1998, the base rents aggregated approximately $1,159,000 annually, and          
$9,654,000 over the remaining terms of the leases.  As of April 2, 1998,        
the Company had subleased approximately 64% of the space with remaining         
terms ranging from two months to 153 months.  Non-cancelable subleases          
aggregated approximately $913,000 annually, and $5,664,000 over the             
remaining terms of the subleases.                                               

NOTE 13 - FAIR VALUE OF FINANCIAL INSTRUMENTS                                   

The following methods and assumptions were used to estimate the fair value      
of each class of financial instruments for which it was practicable to          
estimate that value.                                                            

The carrying value of cash and equivalents approximates fair value because      
of the short duration of those instruments.  The fair value of publicly         
held corporate borrowings was based upon quoted market prices.  For other       
corporate borrowings, the fair value was based upon rates available to the      
Company from bank loan agreements or rates based upon the estimated             
premium over U.S.  treasury notes with similar average maturities.              

The estimated fair values of the Company's financial instruments are as         
follows:                                                                        

                                                                [Download Table]

                                      1998               1997           
                              ----------------------------------------- 
                              Carrying    Fair     Carrying    Fair     
(In thousands)                Amount      Value    Amount      Value    
------------------------------------------------------------------------
                                                                        

Financial assets:                                                       
 Cash and equivalents      $   9,881  $   9,881 $ 24,715   $ 24,715     
Financial liabilities:                                                  
 Cash overdrafts           $  15,866  $  15,866 $ 11,175   $ 11,175     
 Corporate borrowings        348,990    361,000  315,072    315,804     


                                                        [Enlarge/Download Table]


                             AMC ENTERTAINMENT INC.                                                 
                       STATEMENTS OF OPERATIONS BY QUARTER                                          
              (In thousands, except per share amounts) (Unaudited)                                  

                                      July 3,      June 27,   October 2,                            
September 26,                       January 1,                                                      
                                      1997         1996       1997         1996           1998      
----------------------------------------------------------------------------------------------------
                                                                                                    

Total revenues                       $194,462     $161,927     $219,589   $202,436        $215,839  
Total cost of operations              159,670      132,821      170,469    155,593         172,308  
General and administrative             14,755       13,025       12,097     11,647          15,041  
Depreciation and amortization          16,367       11,674       16,522     12,740          17,227  
Impairment of long-lived assets             -            -       46,998           -              -  
                                    --------------------------------------------------------------- 
Operating income (loss)                 3,670        4,407     (26,497)     22,456          11,263  
Interest expense                        8,245        4,909        9,405      4,852           9,870  
Investment income                         172          182          509        139             124  
Gain (loss) on disposition of assets    1,178           18        1,318        (49)            864  
                                    --------------------------------------------------------------- 
Earnings (loss) before income taxes   (3,225)        (302)     (34,075)     17,694           2,381  
Income tax provision                  (1,386)        (125)     (13,714)      7,125             950  
                                    --------------------------------------------------------------- 
Net earnings (loss)                  $(1,839)      $ (177)   $ (20,361)   $ 10,569      $    1,431  
                                   ===============================================================  

Preferred dividends                     1,369        1,546        1,283      1,454           1,198  
                                    --------------------------------------------------------------- 
Net earnings (loss) for                                                                             
 common shares                       $(3,208)     $(1,723)   $ (21,644)   $  9,115          $  233  
                                   ===============================================================  
Earnings (loss) per share:                                                                          
Basic                                $  (.18)     $  (.10)     $ (1.18)    $   .51        $   .01   
                                  ===============================================================   
Diluted                               $  (.18)     $  (.10)     $ (1.18)    $   .45        $   .01  

                                    December 26, April 2,   April 3,           Fiscal Year          
                                      1996         1998       1997(1)      1998           1997(1)   
--------------------------------------------------------------------------------------------------  

Total revenues                       $163,192     $216,905     $222,042    $846,795       $749,597  
Total cost of operations              130,464      183,093      161,124     685,540        580,002  
General and administrative             13,910       12,461       18,065      54,354         56,647  
Depreciation and amortization          13,129       20,001       15,029      70,117         52,572  
Impairment of long-lived assets             -            -        7,231      46,998          7,231  
                                      --------------------------------------------------------------
Operating income (loss)                 5,689        1,350       20,593    (10,214)         53,145  
Interest expense                        5,275        8,159        6,986      35,679         22,022  
Investment income                         343          285          192       1,090            856  
Gain (loss) on disposition of assets                  (53)          344           -          3,704  
(84)                                                                                                
                                      --------------------------------------------------------------
Earnings (loss) before income taxes       704      (6,180)       13,799    (41,099)         31,895  
Income tax provision                      285      (2,450)        5,615    (16,600)         12,900  
                                      --------------------------------------------------------------
Net earnings (loss)                    $  419    $ (3,730)   $    8,184   $(24,499)      $  18,995  
                                     ============================================================== 
Preferred dividends                     1,454          996        1,453       4,846         5,907   
                                      --------------------------------------------------------------
Net earnings (loss) for                                                                             
 common shares                        $(1,035)     $(4,726)   $    6,731   $(29,345)      $  13,088 
                                     ============================================================== 
Earnings (loss) per share:                                                                          
Basic                                 $  (.06)    $  (0.25)     $   .38   $   (1.59)       $   .75  
                                     ============================================================== 
Diluted                               $  (.06)    $  (0.25)     $   .34   $   (1.59)       $   .74  
                                     ============================================================== 

(1)  Fiscal year 1997 consists of 53 weeks and the fiscal quarter ended         
April 3, 1997 consists of 14 weeks.                                   

Item 9.  Changes in and Disagreements With Accountants on Accounting            
and Financial Disclosures.                                  

None.                                                                 

PART III      

Item 10.  Directors and Executive Officers of the Registrant.                   

                                                                [Download Table]


     The Directors and Executive Officers of the Company are as follows:  

                                                                Years     
                                                              Associated  
                                                               with the   
Name                       Age(1)         Positions           Company(1)  
-----                     ------    ------------------        ------------
                                                                          

Stanley H. Durwood           77     Co-Chairman of                        
                                     the Board,                           
                                     Chief Executive         52(2)        
                                     Officer and                          
                                     Director (AMCE);                     
                                     Chairman of the Board,               
                                     Chief Executive                      
                                     Officer and Director (AMC)           
Peter C. Brown               39     Co-Chairman of the                    
                                     Board and President         6        
                                    (AMCE); Executive Vice                
                                    President (AMC);                      
                                     Chief Financial                      
                                    Officer and Director                  
                                     (AMCE and AMC)                       
Philip M. Singleton          51     President (AMC); Executive 23(2)      
                                    Vice President (AMCE);                
                                     Chief Operating                      
                                    Officer and Director                  
                                     (AMCE and AMC)                       
Charles J. Egan, Jr.         65     Director (AMCE)             11        
William T. Grant, II         47     Director (AMCE)              1        
John P. Mascotte             58     Director (AMCE)              1        
Paul E. Vardeman             68     Director (AMCE)          14(2)        
Richard T. Walsh             44     Senior Vice                           
                                     President (AMC)         22(2)        
Richard J. King              49     Senior Vice                           
                                     President (AMC)         26(2)        
Rolando B.  Rodriguez        38     Senior Vice                           
                                     President (AMC)         22(2)        
Richard L. Obert             58     Senior Vice                           
                                     President-Chief                      
                                     Accounting                           
                                     and Information                      
                                    Officer (AMCE and AMC)       9        
Charles P.  Stilley          43     President                             
                                    (AMC Realty, Inc.)       16(2)        
Richard M.  Fay              48     President                             
                                    (AMC Film Marketing,                  
                                    a division of AMC)           2        
______________________________                                            


(1)  As of April 2, 1998.                                                       
(2)  Includes years of service with the predecessor of the Company.             

All directors are elected annually, and each holds office until his   
successor has been duly elected and qualified or his earlier resignation or     
removal.  There are no family relationships between any Director and any        
Executive Officer of the Company.                                               

All current Executive Officers of the Company hold such offices at the
pleasure of the AMCE Board of Directors, subject, in the case of Messrs.        
Stanley H. Durwood, Peter C. Brown, Philip M. Singleton and Richard M.          
Fay, to rights under their respective employment agreements.                    

Mr. Stanley H. Durwood has served as a Director of AMCE from its      
organization on June 14, 1983, and of AMC since August 2, 1968. Mr. Durwood     
has served as Co-Chairman of the Board of AMCE since May 15, 1998 and           
Chairman of the Board of AMCE and AMC since February 1986, and has served       
as Chief Executive Officer of AMCE since June 1983, and of AMC since            
February 20, 1986. Mr. Durwood served as President of AMCE (i) from             
June 1983 through February 20, 1986, (ii) from May 1988 through June 1989,      
and (iii) from October 6, 1995 to January 10, 1997. Mr. Durwood served as       
President of AMC (i) from August 2, 1968 through February 20, 1986,             
(ii) from May 13, 1988 through November 8, 1990, and (iii) from October 6,      
1995 to January 10, 1997. Mr. Durwood is a graduate of Harvard University.      

Mr. Peter C. Brown has served as Co-Chairman of the Board of AMCE     
since May 15, 1998 and has served as a Director of AMCE and AMC since           
November 12, 1992. Mr. Brown was elected President of AMCE on January 10,       
1997. Mr. Brown served as Executive Vice President of AMCE from August 3,       
1994 to January 10, 1997. Mr. Brown has served as Executive Vice President      
of AMC since August 3, 1994, and as Chief Financial Officer of AMCE and AMC     
since November 14, 1991. Mr. Brown served as Senior Vice President of AMCE      
and AMC from November 14, 1991 until his appointment as Executive Vice          
President in August 1994. Mr. Brown served as Treasurer of AMCE and AMC         
from September 28, 1992 through September 19, 1994. Mr. Brown is a graduate     
of the University of Kansas. Mr. Brown also serves as Chairman of the Board     
of Trustees of Entertainment Properties Trust, a real estate investment         
trust, and serves on the board of directors of Protection One, Inc., a          
security alarm monitoring company.                                              

Mr. Philip M. Singleton has served as a Director of AMCE and AMC since
November 12, 1992. Mr. Singleton was elected President of AMC on January        
10, 1997. Mr. Singleton has served as Executive Vice President of AMCE          
since August 3, 1994 and as Chief Operating Officer of AMCE and AMC since       
November 14, 1991. Mr. Singleton served as Executive Vice President of AMC      
from August 3, 1994 to January 10, 1997. Mr. Singleton served as Senior         
Vice President of AMCE and AMC from November 14, 1991 until his appointment     
as Executive Vice President in August 1994. Prior to November 14, 1991,         
Mr. Singleton served as Vice President in charge of operations for the          
Southeast Division of AMC from May 10, 1982. Mr. Singleton holds an             
undergraduate degree from California State University, Sacramento, and an       
M.B.A. degree from the University of South Florida.                             

Mr. Charles J. Egan, Jr., has served as a Director of AMCE since      
October 30, 1986. Mr. Egan is Vice President of Hallmark Cards,                 
Incorporated, and was General Counsel of such company until December 31,        
1996. Hallmark Cards, Incorporated is primarily engaged in the business of      
greeting cards and related social expressions products, Crayola crayons and     
the production of movies for television. Mr. Egan also serves as a member       
of the Board of Trustees, Treasurer and Chairman of the Finance Committee       
of the Kansas City Art Institute. Mr. Egan holds an A.B. degree from            
Harvard University and an LL.B. degree from Columbia University.                

Mr. William T. Grant, II has served as a Director of AMCE since       
November 14, 1996. Mr. Grant is Chairman of the Board, President, Chief         
Executive Officer and a Director of LabOne, Inc.  LabOne, Inc. provides         
risk appraisal laboratory testing services to the insurance industries in       
the United States and Canada.  Mr. Grant also serves on the board of            
directors of Commerce Bancshares, Inc., Kansas City Power & Light Company,      
Business Men's Assurance Company of America, Response Oncology, Inc. and        
SLH Corporation.  Mr. Grant is a board member of the Boys and Girls Clubs       
of Greater Kansas City.  Mr. Grant holds a B.A. degree from the University      
of Kansas and an M.B.A. degree from the Wharton School of Finance at the        
University of Pennsylvania.                                                     

Mr. John P. Mascotte has served as a Director of AMCE since           
November 14, 1996. Mr. Mascotte assumed the duties of  President and Chief      
Executive Officer of BlueCross BlueShield of Kansas City on July 1, 1997.       
Prior thereto, Mr. Mascotte served as Chairman of Johnson & Higgins of          
Missouri, Inc., a privately held insurance broker, from January 1996 to         
June 30, 1997, and as Chairman of the Board and Chief Executive Officer of      
The Continental Corporation, a large property-casualty insurer, from            
December 1982 through December 1995. Mr. Mascotte is also currently a           
consultant to the First Episcopal District, African Methodist Episcopal         
Church and was Chairman of the Heart of America 1996 United Way General         
Campaign. Mr. Mascotte also serves on the board of directors of Hallmark        
Cards, Incorporated, Hallmark Entertainment, Inc., Business Men's Assurance     
Company of America and American Home Products Corporation in addition to        
serving on the boards of BlueCross BlueShield of Kansas City and the            
BlueCross and Blue Shield Association.  Also, Mr. Mascotte is Vice Chairman     
of the Aspen Institute, Chairman of LISC (Local Initiatives Support Corp.)      
and a member of the Board of Trustees of the New York Public Library and        
Midwest Research Institute.  Mr. Mascotte is a board member of the Hall         
Family Foundation and the Greater Kansas City Community Foundation and is       
Co-Chairman of the Jazz District Redevelopment Corporation in Kansas City,      
Missouri.  Mr. Mascotte holds B.S. degrees from St. Joseph's College,           
Rensselaer, Indiana, and an LL.B. degree from the University of Virginia.       
Mr. Mascotte is also a certified public accountant and a chartered life         
underwriter.                                                                    

Mr. Paul E. Vardeman has served as a Director of AMCE since June 14,  
1983. Mr. Vardeman was a director, officer and shareholder of the law firm      
of Polsinelli, White, Vardeman & Shalton, P.C., Kansas City, Missouri from      
1982 until his retirement from such firm in November 1997.  Prior thereto,      
Mr. Vardeman served as a Judge of the Circuit Court of Jackson County,          
Missouri. Mr. Vardeman holds undergraduate and J.D. degrees from the            
University of Missouri-Kansas City.                                             

Mr. Richard T. Walsh has served as Senior Vice President in charge of 
operations for the West Division of AMC since July 1, 1994. Previously,         
Mr. Walsh served as Vice President in charge of operations for the Central      
Division of AMC from June 10, 1992, and as Vice President in charge of          
operations for the Midwest Division of AMC from December 1, 1988.               

Mr. Richard J. King has served as Senior Vice President in charge of  
operations for the East Division of AMC since January 4, 1995. Previously,      
Mr. King served as Vice President in charge of operations for the East          
Division of AMC from June 10, 1992, and as Vice President in charge of          
operations for the Southwest Division of AMC from October 30, 1986.             

Mr. Rolando B. Rodriguez has served as Senior Vice President in charge
of operations for the South Division of AMC since April 2, 1996.                
Previously, Mr. Rodriguez served as Vice President and South Division           
Operations Manager of AMC from July 1, 1994, as Assistant South Division        
Operations Manager of AMC from February 12, 1993, as South Division Senior      
Operations Manager from March 29, 1992, and as South Division Operations        
Manager from August 6, 1989.                                                    

Mr. Richard L. Obert has served as Senior Vice President - Chief      
Accounting and Information Officer of AMCE and AMC since November 9, 1995,      
and prior thereto served as Vice President and Chief Accounting Officer of      
AMCE and AMC from January 9, 1989.                                              

Mr. Charles P. Stilley has served as President of AMC Realty, Inc.,  a
wholly  owned subsidiary of AMCE, since February 9, 1993, and prior thereto     
served as Senior Vice President of AMC Realty, Inc. from March 3, 1986.         

Mr. Richard M. Fay has served as President - AMC Film Marketing, a    
division of AMC, since September 8, 1995. Previously, Mr. Fay served as         
Senior Vice President and Assistant General Sales Manager of Sony Pictures      
from 1994 until joining AMC. From 1991 to 1994, Mr. Fay served as Vice          
President and Head Film Buyer for the eastern division of United Artists        
Theatre Circuit, Inc.                                                           

Item 11.  Executive Compensation.                                               

Compensation of Management                                                      
The following table provides certain summary information concerning   
compensation paid or accrued by the Company to or on behalf of the              
Company's Chief Executive Officer and each of the four other most highly        
compensated Executive Officers of the Company (determined as of the end of      
the last fiscal year and hereafter referred to as the "Named Executive          
Officers") for the last three fiscal years ended April 2, 1998, April 3,        
1997 and March 28, 1996, respectively.                                          

                                                            [Enlarge/Download Table]
                                                                                           
                                                                                               
                         Summary Compensation Table                                            
                                                                        Long-Term              

Compensation                                                                                   
                                                                          Awards-              
                                                                         Securities            
                                Annual Compensation       Other         Underlying             
Name and Principal       Fiscal                           Annual         Options/  All Other   
 Position                Year     Salary       Bonus      Compensation(1)  SARs Compensation(2)
                                                                                               

Stanley H. Durwood       1998   $536,558         $      -        N/A             -      $     -
Chief Executive Officer  1997    527,322                -        N/A        65,000            -
                         1996    492,634          275,000        N/A             -            -

Peter C. Brown           1998    296,444                -        N/A             -        4,960
President and            1997    271,364           25,500        N/A         4,500        4,976
Chief Financial Officer  1996    257,439          137,500        N/A             -        4,726

Philip M. Singleton      1998    316,679                -        N/A             -        4,896
Chief Operating Officer  1997    303,125           28,500        N/A         4,500        5,003
                         1996    285,311          154,000        N/A             -        4,686

Richard T. Walsh         1998    226,441           60,000        N/A             -        4,805
Senior Vice President    1997    223,073           41,545        N/A         2,250        4,964
                         1996    207,204           80,000        N/A         2,250        4,620

Richard M. Fay           1998    286,982           45,000        N/A             -        4,676
President-AMC Film       1997    294,369           32,650        N/A         2,250        1,464
Marketing                1996    150,049           55,000     66,283             -            -

(1)  N/A  denotes not applicable.  Fiscal 1996 includes a lump sum payment      
of  $50,000  paid  to  Mr. Richard M. Fay for costs  associated  with 
relocation. For the years presented, excluding Mr. Richard M. Fay  in 
1996,  perquisites  and other personal benefits did  not  exceed  the 
lesser of $50,000 or 10% of total annual salary and bonus.            

(2)  For  fiscal 1998, 1997 and 1996, All Other Compensation is  comprised      
of  AMC's  contributions under AMC's 401(k) Savings   Plan  and  Non- 
Qualified  Deferred  Compensation Plan, both  of  which  are  defined 
contribution plans.                                                   

Option  Grants.    There were no individual grants of stock  options  made      
during the last completed fiscal year to the Named Executive Officers.          

Option  Exercises and Holdings.  The following table provides  information      
with  respect to the Named Executive Officers concerning the  exercise  of      
options  during the last fiscal year and unexercised options  held  as  of      
April 2, 1998.                                                                  

                                                        [Enlarge/Download Table]


               Aggregated Option/SAR Exercises in Last Fiscal Year                                   
                      and Fiscal Year End Option/SAR Values                                          

                                                                                 Value of            
                                                      Number of                Unexercised           
                                                Securities Underlying          In-The-Money          
                                                 Unexercised Options/        Options/SARs at         
                   Shares Acquired                  SARs at FY-End            FY-End (1)             
                                                 --------------------     ------------------         
       Name          on Exercise Value RealizedExercisable Unexercisable  Exercisable Unexercisable  
       ----          ----------  -------------- ----------  ------------- -----------   -------------
                                                                                                     

Stanley H. Durwood            -     $      -       76,250       11,250   $   267,188    $       -    

Peter C. Brown                -            -      156,750        2,250     2,209,688            -    

Philip M. Singleton      25,400      434,086      131,350        2,250     1,844,563            -    

Richard T. Walsh          5,000       89,063       28,375        1,125       376,781            -    

Richard M.  Fay               -            -        1,125        1,125         5,766        5,766    


(1)  Values for "in-the-money" outstanding options represent the positive       
spread between the respective exercise prices of the outstanding      
options and the value of AMCE's Common Stock as of April 2, 1998.     

Defined Benefit Retirement and Supplemental Executive Retirement Plans.         
AMC sponsors a defined benefit retirement plan (the "Retirement Plan")          
which provides benefits to certain employees of AMC and its subsidiaries        
based upon years of credited service and the highest consecutive five-year      
average annual remuneration for each participant.  For purposes of              
calculating benefits, average annual compensation is limited by Section         
401(a)(17) of the Internal Revenue Code (the "Code"), and is based upon         
wages, salaries and other amounts paid to the employee for personal             
services, excluding certain special compensation.  A participant earns a        
vested right to an accrued benefit upon completion of five years of             
vesting service.                                                                

AMC also sponsors a Supplemental Executive Retirement Plan to provide 
the same level of retirement benefits that would have been provided under       
the Retirement Plan had the federal tax law not been changed in the             
Omnibus Budget Reconciliation Act of 1993, which reduced the amount of          
compensation which can be taken into account in a qualified retirement          
plan from $235,840 (in 1993), the old limit, to $160,000 (in 1998).             

The following table shows the total estimated annual pension benefits 
(without regard to minimum benefits) payable to a covered participant           
under AMC's Retirement Plan and the Supplemental Executive Retirement           
Plan, assuming retirement in calendar 1998 at age 65 payable in the form        
of a single life annuity.  The benefits are not subject to any deduction        
for Social Security or other offset amounts.  The following table assumes       
the old limit would have been increased to $265,000 in 1998.                    

                                                                [Download Table]


Highest Consecutive                                                     
Five year Average                                                       
Annual Compensation                  Years of Credited                  
                       -------------------------------------------------
                           15        20        25        30       35    
                           ---       ---       ---       ---      ---   
                                                                        

$125,000               $17,716    $23,621   $29,527   $35,432   $41,337 
 150,000                21,466     28,621    35,777    42,932    50,087 
 175,000                25,216     33,621    42,027    50,432    58,837 
 200,000                28,966     38,621    48,277    57,932    67,587 
 225,000                32,716     43,621    54,527    65,432    76,337 
 250,000                36,466     48,621    60,777    72,932    85,087 
 265,000                38,716     51,621    64,527    77,432    90,337 


As of April 2, 1998, the years of credited service under the          
Retirement Plan for each of the Named Executive Officers were: Mr. Peter        
C. Brown, seven years, Mr. Philip M. Singleton, 24 years, Mr. Richard T.        
Walsh, 23 years; and Mr. Richard M. Fay, two years. The lump sum cash           
value of the benefit Mr. Stanley H. Durwood has accrued under the               
Supplemental Executive Retirement Plan in fiscal 1998 is $89,661 and is         
not included in the Summary Compensation Table.                                 

AMC has established a Retirement Enhancement Plan ("REP") for the     
benefit of officers who from time to time may be designated as eligible         
participants therein by the Board of Directors.  The REP is a non-              
qualified deferred compensation plan designed to provide an unfunded            
retirement benefit to an eligible participant in an amount equal to (i)         
sixty percent (60%) of his or her average compensation (including paid and      
deferred incentive compensation) during the last three full years of            
employment, less (ii) the sum of (A) such participant's benefits under the      
Retirement Plan and Social Security, and (B) the amount of a straight life      
annuity commencing at the participant's normal retirement date                  
attributable to AMC's contributions under the Supplemental Executive            
Retirement Plan, the 401(k) Savings Plan, the Non-Qualified Deferred            
Compensation Plan and the Executive Savings Plan.  The base amount in           
clause (i) will be reduced on a pro rata basis if the participant               
completes fewer than twenty-five (25) years of service.  The REP benefit        
vests upon the participant's attainment of age 55 or completion of fifteen      
(15) years of service, whichever is later, and may commence to a vested         
participant retiring on or after age 55 (who has participated in the plan       
for at least 5 years) on an actuarially reduced basis (6 2/3% for each of       
the first five years by which commencement precedes age 65 and an               
additional 3 1/3% for each year by which commencement precedes age 60).         
Benefits commence at a participant's normal retirement date (i.e., the          
later of age 65 or the participant's completion of five years of service        
with AMC) whether or not the participant continues to be employed by AMC.       
The accrued benefit payable upon total and permanent disability is not          
reduced by reason of early commencement.  Participants become fully vested      
in their rights under the REP if their employment is terminated without         
cause or as a result of a change in control, as defined in the REP.  No         
death, disability or retirement benefit is payable prior to a                   
participant's early retirement date or prior to the date any severance          
payments to which the participant is entitled cease.                            

Presently, Mr. Stanley H. Durwood, Mr. Peter C. Brown and Mr. Philip  
M. Singleton have been designated as eligible to participate in the REP.        
The amount payable to Mr. Durwood with respect to fiscal 1998 under the         
REP is $345,000 and is not included in the Summary Compensation Table.          
The estimated annual amounts that Mr. Brown and Mr. Singleton will be           
eligible to receive under the REP at age 65 are $39,000 and $83,000,            
respectively; such amounts are based on certain assumptions respecting          
their future compensation amounts and the amounts of AMC contributions          
under other plans.  Actual amounts received by such individuals under the       
REP may be different than those estimated.                                      

Compensation of Directors                                                       
Each of AMCE's non-employee directors receives an annual fee of       
$32,000 for service on the Board of Directors and an additional $4,000 for      
each committee of the Board on which he serves and, in addition, receives       
$1,500 and $1,000, respectively, for each Board and Board committee             
meeting which he attends.                                                       

For the fiscal year ended April 2, 1998, Messrs. Charles J. Egan,     
Jr., William T. Grant, II, John P. Mascotte and Paul E. Vardeman received       
$70,000, $66,000, $64,000 and $56,500, respectively, for their services.        

The Board of Directors has also authorized that Messrs. Charles J.    
Egan, Jr. and Paul E. Vardeman be paid reasonable compensation for their        
services as members of a special committee (the "Special Committee")            
appointed to consider the Merger.  For the fiscal year ended April 2,           
1998, Messrs. Charles J. Egan, Jr. and Paul E. Vardeman each received           
$30,000 for their services related to the Special Committee.                    

Employment Contracts, Termination of Employment and Change in Control           
Arrangements                                                                    
Mr. Stanley H. Durwood has an employment agreement with AMCE and AMC  
dated January 26, 1996 retaining him as Chairman and Chief Executive            
Officer and President.  It provides for an annual base salary of no less        
than $500,000, plus payments and awards under AMC's Executive Incentive         
Program ("EIP"), the 1994 Stock Option and Incentive Plan, as amended and       
other bonus plans in effect for Executive Officers at a level reflecting        
his position, plus such other amounts as may be paid under any other            
compensatory arrangement as determined in the sole discretion of the            
Compensation Committee.  Mr. Durwood's current annual base salary is            
$567,000.  The Company has also agreed to use its best efforts to provide       
Mr. Durwood up to $5,000,000 in life insurance and to pay the premiums          
thereon and taxes resulting from such payment.  Mr. Durwood's employment        
agreement has a term of three years and is automatically extended one year      
on its anniversary date, January 26, so that as of such date each year the      
agreement has a three-year term.  The employment agreement is terminable        
without severance if he engages in intentional misconduct or a knowing          
violation of law or breaches his duty of loyalty to the Company.  The           
agreement also is terminable (i) by Mr. Durwood, in the event of the            
Company's breach, and (ii) by the Company, without cause or in the event        
of Mr. Durwood's death or disability, in each case with severance payments      
equal to three times the sum of his annual base salary in effect at the         
time of termination plus the average of annual incentive or discretionary       
cash bonuses paid during the three fiscal years preceding the year of           
termination.  The Company may elect to pay such severance payments in           
monthly installments over a period of three years or in a lump sum after        
discounting such amount to its then present value.  The aggregate amount        
payable under this employment agreement, assuming termination with              
severance occurred as of April 2, 1998, was approximately $1,734,000.           

Messrs. Peter C. Brown and Philip M. Singleton each have employment   
agreements with AMC dated September 26, 1994, providing for annual base         
salaries of no less than $227,000 and $266,000, respectively, and bonuses       
resulting from the EIP or other bonus arrangement, if any, as determined        
from time to time at the sole discretion of the Compensation Committee          
upon the recommendation of the Chairman of the Board.  The current annual       
base salaries of Messrs. Brown and Singleton are $400,000 and $375,000,         
respectively.  Each employment agreement has a term of two years.  On each      
September 27, commencing in 1995, one year shall be added to the term of        
each employment agreement, so that each employment agreement shall always       
have a two-year term as of each anniversary date.  Each employment              
agreement terminates without severance upon such employee's resignation,        
death or his disability as defined in his employment agreement, or upon         
AMC's good faith determination that such employee has been dishonest or         
has committed a breach of trust respecting AMC.  AMC may terminate each         
employment agreement at any time, with severance payments in an amount          
equal to twice the annual base salary of such employee on the date of           
termination.  Each employee may terminate his employment agreement if Mr.       
Stanley H. Durwood shall fail to control AMC as defined in the employment       
agreement and receive severance payments in an amount equal to twice his        
annual base salary on the date of termination.  AMC may elect to pay any        
severance payments in a lump sum after discounting such amount to its then      
present value, or over a two-year period.  The aggregate value of all           
severance benefits to be paid to such employee shall not exceed 299% of         
such employee's "base amount" as defined in the Code for the five-year          
period immediately preceding the date of termination.  The aggregate            
amount payable to Messrs. Brown and Singleton under these employment            
agreements, assuming termination by reason of a change of control and           
payment in a lump sum as of  April 2, 1998, were approximately $735,000         
and $687,000,  respectively.                                                    

Mr. Richard M.  Fay has an employment agreement with AMC dated April  
16, 1996 which provides for an annual base salary of $275,000.  Mr. Fay's       
current annual base salary is $285,000.  Mr. Fay is also eligible to            
receive payments resulting from the EIP or other bonus arrangement, if          
any, as determined from time to time in the sole discretion of the              
Compensation Committee of the Board of Directors of AMC upon the                
recommendation of the Chief Executive Officer of AMC.  The employment           
agreement has a term of three years, from September 8, 1995 through             
September 7, 1998.  The employment agreement terminates without severance       
upon Mr. Fay's resignation, death or disability as defined in his               
employment agreement, or upon AMC's good faith determination that Mr. Fay       
has been dishonest or has committed a breach of trust respecting AMC.  AMC      
may terminate the employment agreement at any time, with severance              
payments in an amount equal to, at AMC's option, either (i) Mr. Fay's base      
salary per month in effect at the time of termination, payable over the         
remaining term of his employment, or (ii) the net present value of the          
monthly payments described in (i) above, payable within 30 days of the          
date of termination.  Any severance payable to Mr. Fay shall be reduced by      
any wages, compensation or income, cash or otherwise, received by Mr. Fay       
from sources other than AMC during the remaining term of his employment         
agreement following the date of termination.  The aggregate amount payable      
under this employment agreement, assuming termination with severance            
occurred as of April 2, 1998, was approximately $116,000.                       

As permitted by the 1994 Stock Option and Incentive Plan, stock       
options granted to participants thereunder provide for acceleration upon        
the termination of employment within one year after the occurrence of           
certain change in control events, whether such termination is voluntary or      
involuntary, or with or without cause.  In addition, the Compensation           
Committee may permit acceleration upon the occurrence of certain                
extraordinary transactions which may not constitute a change of control.        

AMC maintains a severance pay plan for full-time salaried             
nonbargaining employees with at least 90 days of service.  For an eligible      
employee who is subject to the Fair Labor Standards Act ("FLSA") overtime       
pay requirements (a "nonexempt eligible employee"), the plan provides for       
severance pay in the case of involuntary termination of employment due to       
layoff of the greater of two week's basic pay or one week's basic pay           
multiplied by the employee's full years of service up to no more than           
twelve weeks' basic pay.  There is no severance pay for a voluntary             
termination, unless up to two weeks' pay is authorized in lieu of notice.       
There is no severance pay for an involuntary termination due to an              
employee's misconduct.  Only two weeks' severance pay is paid for an            
involuntary termination due to substandard performance.  For an eligible        
employee who is exempt from the FLSA overtime pay requirements, severance       
pay is discretionary (at the Department Head/Supervisor level), but will        
not be less than the amount that would be paid to a nonexempt eligible          
employee.                                                                       

ITEM 12.  Security Ownership of Certain Beneficial Owners and Management.       

The following table sets forth certain information as of May 15,      
1998, with respect to beneficial owners of five percent or more of any          
class of the Company's voting securities:                                       

                                                                [Download Table]


                Name and Address         Number of Shares    Percent   
Title of Class  of Beneficial Owner      Beneficially Owned  of Class  
                                                                       

Common Stock    Brian H. Durwood (1)       1,461,203(1)      7.9%(1)   
                15840 S.W. Breccia                                     
                Beaverton, OR  97007                                   

                Edward D. Durwood (1)     1,461,203(1)       7.9%(1)   
                3001 West 68th Street                                  
                Shawnee Mission, KS 66208                              

                Peter J.  Durwood (1)      1,461,203(1)      7.9%(1)   
                666 West End Avenue                                    
                New York, NY 10025                                     

                Thomas A.  Durwood (1)  1,461,203(1)(2)      7.9%(1)(2)
                P.  O.  Box 7208                                       
                Rancho Santa Fe, CA 92067                              

                Elissa D.  Grodin (1)      1,461,203(1)      7.9%(1)   
                187 Chestnut Hill Road                                 
                Wilton, CT 06897                                       

                Carol D.  Journagan (1)    1,461,203(1)      7.9%(1)   
                1323 Granite Creek Drive                               
                Blue Springs, MO 64015                                 

                EnTrust Capital Inc.(3)    1,397,776(3)      7.9%(3)   
                650 Madison Ave.                                       
                New York, NY  10022                                    

Class B Stock   Stanley H. Durwood (1)     5,015,657(1)     100%       
                106 West 14th Street                                   
                Kansas City, MO  64105                                 


(1)  Mrs. Carol D. Journagan, Mr. Edward D. Durwood, Mr. Thomas A.              
Durwood, Mrs. Elissa D. Grodin, Mr. Brian H. Durwood and Mr. Peter J. 
Durwood are the children (the "Durwood Children") of Mr. Stanley H.   
Durwood, the Co-Chairman of the Board and Chief Executive Officer of  
AMCE. Mr. Stanley H. Durwood and the Durwood Children (collectively,  
the "Durwood Family Stockholders") formerly held their stock in the   
Company through a holding company, DI., and acquired their shares on  
August 15, 1997 pursuant to the Merger of the Company and DI. As a    
condition to the Merger, the Durwood Family Stockholders entered into 
a Stock Agreement and a Registration Agreement with the Company, each 
dated August 15, 1997, in which they agreed to offer an aggregate of  
at least 3,000,000 shares of Common Stock in a registered secondary   
offering, which will be made only by means of a prospectus, between   
February 15 and August 15, 1998. Of these 3,000,000 shares,           
Mr. Stanley H. Durwood has agreed to offer 500,000 shares, which will 
be obtained by converting 500,000 shares of Class B Stock.            
Consummation of the Merger and the registered secondary offering were 
conditions of a settlement of a stockholders' derivative suit in      
which Mr. Stanley H. Durwood and his son, Mr. Edward D. Durwood, who  
is also a Durwood Family Stockholder, were defendants.                

Pursuant to the terms of an Escrow Agreement among the Durwood Family 
Stockholders and Mercantile Bank of Kansas City (the "Escrow          
Agreement"), the Durwood Family Stockholders have deposited 3,000,000 
shares of stock with the Escrow Agent. A majority of the individual   
parties may cause shares held in the escrow to be delivered to        
underwriters in connection with a registered secondary offering. As a 
result, each of the parties to the Escrow Agreement may be deemed to  
share investment power over the shares held in escrow, although each  
has disclaimed beneficial ownership of the shares held in escrow      
owned of record by the other Durwood Family Stockholders.             

Mr. Stanley H. Durwood beneficially owns 5,015,657 shares of the      
Company's Class B Stock, which constitute 100% of the outstanding     
shares of such class. Mr. Stanley H. Durwood has sole voting power    
over all of these shares of the Company's Class B Stock and sole      
investment power over 4,515,657 of these shares. The Company's        
Class B Stock and Common Stock presently beneficially owned by        
Mr. Stanley H. Durwood represent 73.1% of the voting power of the     
Company's stock other than in the election of directors. Were all the 
shares of the Company's Class B Stock converted into Common Stock,    
there would be approximately 23,469,091 shares of Common Stock        
outstanding, of which Mr. Stanley H. Durwood would beneficially own   
5,015,807 shares (assuming such conversion and disregarding the       
exercise of his outstanding options) or 21.4% of the outstanding      
number of shares of Common Stock.                                     

The Company's Class B Stock beneficially owned by Mr. Stanley H.      
Durwood is held under his Revocable Trust Agreement dated April 14,   
1989, as amended, and the 1992 Durwood, Inc. Voting Trust dated       
December 12, 1992 (the "Voting Trust"). The Voting Trust is the       
record owner of the shares reported as beneficially owned, and        
Mr. Stanley H. Durwood is the settlor and sole acting trustee of both 
trusts. The named successor trustees are Mr. Charles J. Egan, Jr., a  
Director of the Company, and Mr. Raymond F. Beagle, Jr., the          
Company's general counsel. Under the terms of his Voting Trust,       
Mr. Stanley H. Durwood has all voting powers with respect to shares   
held therein during his lifetime. Thereafter, all voting rights with  
respect to such shares vest in his successor trustees and any         
additional trustees whom they might appoint, who shall exercise such  
rights by majority vote. Unless revoked by Mr. Stanley H. Durwood or  
otherwise terminated or extended in accordance with its terms, the    
Voting Trust will terminate in 2030.                                  

Mr. Stanley H. Durwood has agreed with the Durwood Children that if   
the price per share to the public of the 2.5 million shares of Common 
Stock proposed to be sold by the children in connection with a        
registered secondary offering is less than $18, Mr. Stanley H.        
Durwood will pay his children the difference between such sale price  
and $18 (net of applicable underwriting commissions) with respect to  
2.5 million shares, up to $20 million in aggregate amount, in shares  
of Common Stock, as an adjustment to the original allocation of       
shares to be received by the Durwood Children in the Merger.          
Mr. Stanley H. Durwood's holdings will diminish and the Durwood       
Childrens' holdings will increase if the Durwood Children acquire     
additional shares under such share adjustment. However, based on the  
number of shares of Common Stock and Class B Stock outstanding as of  
May 15, 1998, such adjustment should not result in Mr. Stanley H.     
Durwood owning shares with less than 50% of the combined voting power 
of the outstanding Company stock unless the market value of the       
Common Stock at the time of the offering is less than $8.40.          
Mr. Stanley H. Durwood's voting control also will be diluted if he is 
obligated to dispose of shares to honor tax and other indemnity       
obligations made by him and the Company in connection with the Merger 
and other related transactions, or if additional shares of Common     
Stock are issued under the Company's existing employee benefit plans. 

For a period ending on August 15, 2000, the Durwood Children have     
agreed to give an irrevocable proxy to the Secretary and each         
Assistant Secretary of the Company to vote their shares of Common     
Stock in the election of directors for each candidate in the same     
proportionate manner as the aggregate votes cast in such elections by 
other holders of Common Stock not affiliated with the Company.        

(2)  Mr. Thomas A. Durwood directly owns 1,315,083 shares of the Common         
Stock and indirectly owns 146,120 shares of Common Stock through The  
Thomas A. and Barbara F. Durwood Family Investment Partnership, a     
California limited partnership. Each of Mr. Thomas A. Durwood and his 
wife serve as trustees of The Thomas A. Durwood and Barbara F.        
Durwood Family Trust, which is the general partner of this            
partnership.                                                          

(3)  As reported in its Schedule 13G dated January 31, 1998. Of these           
shares, EnTrust Capital, Inc. reports that it has shared voting power 
with respect to 923,586 shares and shares dispositive power with      
respect to 1,397,776 shares.                                          

Beneficial Ownership By Directors and Officers                                  
The following table sets forth certain information as of May 15, 1998,  
with respect to beneficial ownership by Directors and Executive Officers        
of the Company's Common Stock and Class B Stock.  The amounts set forth         
below include the vested portion of 589,850 shares of Common Stock subject      
to options under the Company's 1983 and 1984 Stock Option Plans and the         
1994 Stock Option and Incentive Plan held by Executive Officers.  Unless        
otherwise indicated, the persons named are believed to have sole voting         
and investment power over the shares shown as beneficially owned by them.       

                                                                [Download Table]


                Name of               Amount and Nature          Percent 
Title of Class  Beneficial Owner     of Beneficial Ownership     of Class
-------------- -----------------     -----------------------     --------
                                                                         

Common Stock    Stanley  H. Durwood   152,750(1)(2)                  *   
                Peter C. Brown           224,000(2)                  1.2%
                Philip M. Singleton      148,600(2)                  *   
                Richard T. Walsh          29,550(2)                  *   
                Richard M. Fay             1,125(2)                  *   
                William T. Grant, II         1,500                   *   
                John P. Mascotte             2,000                   *   
                Paul E. Vardeman               300                   *   

                All Directors and                                        
                 Executive Officers                                      
                 as a group (13 persons,                                 
                 including the                                           
                 individuals                                             
                 named above)              609,868                 3.2%  

Class B Stock   Stanley  H. Durwood      5,015,657(1)            100.0%  

____________________________________                                            
*Less than one percent.                                                         

(1)  See Note 1 under "Security Ownership of Certain Beneficial Owners and      
Management". Mr. Stanley H. Durwood beneficially owns 150 shares of   
the Company's Common Stock (not including 100 shares owned by his     
wife, Mrs. Mary Pamela Durwood) and options that are presently        
exercisable to acquire 152,500 shares of the Company's Common Stock,  
over which he has sole voting and investment power, which constitute  
less than 1% of the outstanding shares of such class.                 

(2)  Includes shares subject to presently exercisable options to purchase       
Common Stock under the Company's 1983 and 1984 Stock Option Plans and 
the 1994 Stock Option and Incentive Plan, as follows: Mr. Stanley H.  
Durwood - 152,500 shares; Mr. Peter C. Brown - 224,000 shares;        
Mr. Philip M. Singleton - 133,600 shares; Mr. Richard T. Walsh -      
29,500 shares; Mr. Richard M. Fay - 1,125 shares; and all Executive   
Officers as a group - 589,850 shares.                                 

Section 16(a) Beneficial Ownership Reporting Compliance                         
Section 16(a) of the Securities Exchange Act of 1934 requires the     
Company's Executive Officers and Directors, and persons who own more than       
10% of the Company's Common Stock, to file reports of ownership and             
changes in ownership with the SEC and the American and Pacific Stock            
Exchanges.  Executive Officers, Directors and greater-than-10% beneficial       
owners are required by SEC regulations to furnish the Company with copies       
of all Section 16(a) forms they file.  Based solely on a review of the          
copies of such forms furnished to the Company, or written representations       
that no Forms 5 were required, the Company believes that during fiscal          
1998 its Executive Officers, Directors and greater-than-10% beneficial          
owners complied with all Section 16(a) filing requirements applicable to        
them except for Forms 4 for the month of August, 1997 for Mr. Brian H.          
Durwood, Mr. Peter J. Durwood and Mrs. Elissa D. Grodin (greater-than-10%       
beneficial owners), who filed their Forms 4 approximately five days past        
the required due date.                                                          

ITEM 13.  Certain Relationships and Related Transactions.                       

Since their formation and until August 15, 1997, AMCE and AMC were    
members of an affiliated group of companies (the "DI affiliated group")         
beneficially owned by Mr. Stanley H. Durwood and members of his family.         
Prior to the August 15, 1997 Merger of the Company and DI referred to           
below, Mr. Stanley H. Durwood was President, Treasurer and the sole             
Director of DI and Chairman of the Board, Chief Executive Officer and a         
Director of AMCE and AMC.  There have been transactions involving AMCE or       
its subsidiaries and the DI affiliated group in prior years.  AMCE sought       
to ensure that all transactions with DI or other related parties were           
fair, reasonable and in the best interests of the Company.  In that             
regard, the Audit Committee of the Board of Directors of AMCE reviewed all      
material proposed transactions between the Company and DI or other related      
parties to determine that, in their best business judgment, such                
transactions met that standard.  The Company believes that all                  
transactions described below with DI or other related parties were on           
terms at least as favorable to the Company as could have been obtained          
from an unaffiliated third party.  The Audit Committee consists of Messrs.      
Egan, Grant and Mascotte, none of whom are or were officers or employees        
of the Company nor stockholders, directors, officers or employees of DI.        
Set forth below is a description of significant transactions which have         
occurred since April 4, 1997 or involve receivables that remain                 
outstanding as of April 2, 1998.                                                

The Merger                                                                      
General.   Effective August 15, 1997, the Company completed the       
Merger with its majority stockholder, DI.  In connection with the Merger,       
2,641,951 shares of the Company's Common Stock and 11,157,000 shares of         
the Company's Class B Stock owned by DI were canceled and the Company           
issued 8,783,289 shares of its Common Stock and 5,015,657 shares of its         
Class B Stock to the DI stockholders.  The Merger was accounted for as a        
corporate reorganization and the recorded balances for consolidated             
assets, liabilities, total stockholders' equity and results of operations       
were not affected.                                                              

Mr. Stanley H. Durwood has agreed to indemnify the Company for all    
losses resulting from any breach by DI of the Merger Agreement or               
resulting from any liability of DI and for all taxes attributable to DI         
prior to the effective time of the Merger and all losses in connection          
therewith.                                                                      

Mr. Stanley H. Durwood and Delta Properties, Inc. ("Delta"), a former 
subsidiary of DI, have agreed, subject to certain limitations, to               
indemnify the Company for any of DI's Merger expenses which were not paid       
prior to the effective time of the Merger and for 50% of the Company's          
expenses in connection with the Merger.  During fiscal 1998, Delta              
reimbursed the Company $1,000,000 for expenses related to the Merger.           

As promptly as practicable after March 31, 2000, the Company will pay 
Mr. Stanley H. Durwood an amount equal to any credit amounts which have         
not been used to offset various of his obligations to the Company under         
the Stock Agreement, the Indemnification Agreement and the Registration         
Agreement, as such terms are defined below.  If such benefits are realized      
after such date, the related credit amounts will be paid to Mr. Stanley H.      
Durwood when they are realized.  See "The Indemnification Agreement";           
"The Stock Agreement" and "The Registration Agreement;  Secondary               
Offering".                                                                      

For a period for three years after the Merger, the Durwood Children   
have agreed to give an irrevocable proxy to the Secretary and each              
Assistant Secretary of the Company to vote their shares of Common Stock in      
the election of directors for each candidate in the same proportionate          
manner as the aggregate votes cast in such elections by other holders of        
Common Stock not affiliated with the Company, its directors and officers.       
See "The Merger"  and "The Stock Agreement".                                    

The Registration Agreement; Secondary Offering.  As a condition to the          
Merger, the Company and the Durwood Family Stockholders have entered into       
a registration agreement (the "Registration Agreement") pursuant to which       
the Durwood Family Stockholders have agreed to sell at least 3,000,000          
shares of Common Stock in a registered secondary offering, so that the          
registration statement becomes effective not more than twelve months and        
not less than six months after the Merger.  Consummation of the secondary       
offering is subject to certain conditions and other rights of the parties.      
Subject to certain conditions, the expenses of the secondary offering will      
be borne by Mr. Stanley H. Durwood and Delta.  This obligation may be           
offset by certain credit amounts resulting from the realization by the          
Company of tax benefits from the utilization of certain tax credits and         
operation loss carryforwards of DI.  See "The Indemnification Agreement."       

The Indemnification Agreement.  In connection with the Merger, the Durwood      
Family Stockholders and Delta entered into an agreement (the                    
"Indemnification Agreement") agreeing to indemnify the Company from             
certain losses and expenses. Pursuant to this agreement, (i) Mr. Stanley        
H. Durwood agreed to indemnify the Company from losses resulting from any       
breach by DI of its representations, warranties and covenants in the            
Merger Agreement or based upon any liability of DI and for any taxes (or        
losses incurred by the Company in connection  therewith) attributable to        
DI or its subsidiaries for taxable periods prior to the effective time of       
the Merger, (ii) each of the Durwood Family Stockholders agreed to              
(severally and not jointly) indemnify the Company for any losses which it       
might incur as a result of the breach by such party of certain tax related      
representations, warranties and covenants made by such party in the Stock       
Agreement and (iii) subject to certain conditions, Mr. Stanley H. Durwood       
and Delta agreed to indemnify the Company from and against all of DI's          
Merger expenses that were not paid prior to the effective time of the           
Merger and 50% of the Company's Merger expenses.                                

Mr. Stanley H. Durwood's obligations (i) to pay DI's unpaid expenses  
and 50% of the Company's Merger expenses,  as required by the                   
Indemnification Agreement, (ii) to pay the Company's expenses in the            
secondary offering, as required by the Registration Agreement, and (iii)        
to pay a $2 million penalty and 100% of the Company's Merger expenses if        
the secondary offering does not occur, as required by the Stock Agreement,      
may be offset by certain credit amounts resulting from net tax benefits         
realized by the Company from the utilization by the Company of DI's             
alternative minimum tax credit carryforwards and Missouri operating loss        
carryforwards.  Any credit amount not so applied will be paid to Mr.            
Stanley H. Durwood promptly after March 31, 2000.  Any credit amount that       
arises after March 31, 2000 also will be paid promptly to Mr. Stanley H.        
Durwood.  The maximum amount of credit amounts that could be paid Mr.           
Durwood or could be used to offset his responsibilities to the Company is       
approximately $1,100,000, reduced by any amounts utilized on separate DI        
income tax returns for 1996 and the portion of 1997 prior to the effective      
time of the Merger.                                                             

In Connection with the Merger, the Company has agreed to indemnify    
the Durwood Children from losses resulting from any breach by the Company       
of any representation, warranty, covenant or agreement made by it in the        
Merger Agreement.                                                               

The  foregoing indemnification obligations generally will  lapse  on
March 31, 2000.                                                                 

The Stock Agreement.  As a condition precedent to the Merger, the Durwood       
Family Stockholders entered into an agreement (the "Stock Agreement")           
which, for three years, limits the ability of the Durwood Children to           
deposit shares in a voting trust, solicit proxies, participate in election      
contests or make a proposal concerning an extraordinary transaction             
involving the Company.  Under the Stock Agreement, the Durwood Children         
have also agreed, among other matters, for a period of three years, (i) to      
grant an irrevocable proxy to the Secretary and each Assistant Secretary        
of the Company to vote their shares of Common Stock for each candidate to       
the Company's Board of Directors in the same proportion as the aggregate        
votes cast by all other stockholders not affiliated with the Company, its       
directors or officers and (ii) that the Company will have a right of first      
refusal with respect to any such shares the Durwood Children  wish to sell      
in a transaction exempt from registration, except for such shares sold in       
brokers' transactions.  The Stock Agreement obligates Mr. Stanley H.            
Durwood and Delta, whose shares were distributed by DI to the Durwood           
Family  Stockholders before the Merger, to pay the Company $2 million and       
to reimburse the Company for all of its Merger expenses if the registered       
secondary offering is not consummated within 12 months after the Merger.        
This obligation may be offset by certain credit amounts resulting from the      
realization by the Company of tax benefits from the utilization of certain      
tax credits and operating loss carryforwards of DI.  See "The                   
Indemnification Agreement."                                                     

Other Matters.  Periodically, the Company and DI or Delta reconciled any        
amounts owed by one company to the other.  Charges to the intercompany          
account have included payments made by the Company on behalf of DI or           
Delta.  The largest balance owed by DI or Delta to the Company during           
fiscal 1998 was $500,000.  As of April 2, 1998, DI or Delta owed the            
Company $0.                                                                     

Ms. Marjorie D. Grant, a Vice President of AMC and the sister of Mr.  
Stanley H. Durwood, has an employment agreement with AMCE providing for an      
annual base salary of no less than $110,000, an automobile and, at the          
sole discretion of the Chief Executive Officer of AMCE, a year-end bonus.       
Ms. Grant's current annual base salary is $110,000.  During fiscal 1998,        
Ms. Grant received a bonus of $10,000 and a lump sum payment in lieu of a       
base salary increase of $4,400.  Ms. Grant's employment agreement,              
executed July 1, 1996, terminates on June 30, 1999, or upon her death or        
disability.  The agreement provides that in the event Mr. Stanley H.            
Durwood fails to control the management of AMCE by reason of its sale,          
merger or consolidation, or because of his death or disability, or for any      
other reason, then AMCE and Ms. Grant would each have the option to             
terminate the agreement.  In such event, AMCE would pay to Ms. Grant in         
cash a sum equal to the aggregate cash compensation, exclusive of bonus,        
to the end of the term of her employment under the agreement, after             
discounting such amount to its then present value using a discount rate         
equal to the prime rate of interest published in The Wall Street Journal        
on the date of termination.  The aggregate amount payable under the             
employment agreement, assuming termination by reason of a change of             
control and payment in a lump sum as of April 2, 1998, was approximately        
$130,000.                                                                       

Since July 1992, Mr. Jeffery W. Journagan, a son-in-law of Mr.        
Stanley H. Durwood, has been employed by a subsidiary of AMCE.  Mr.             
Journagan's current salary is approximately $82,540 and he received a           
bonus for fiscal 1998 in the amount of $1,127.                                  

During fiscal 1998, the Company retained Polsinelli, White, Vardeman  
& Shalton, P.C., to provide certain legal services to a subsidiary of           
AMCE.  Mr. Vardeman, who is a director of AMCE, was a director, officer         
and shareholder of that firm until his retirement from such firm in             
November 1997.                                                                  

During fiscal 1998, the Company sold the real estate assets           
associated with 13 megaplexes to EPT, a real estate investment trust, for       
an aggregate purchase price of $283,800,000.  The Company leased the real       
estate assets associated with the theatres from EPT pursuant to non-            
cancelable operating leases with terms ranging from 13 to 15 years at an        
initial lease rate of 10.5% with options to extend for up to an additional      
20 years.  The Company leases two additional theatres from EPT under the        
same terms as those included in the Sale and Lease Back Transaction.            
Annual rentals for these two theatres are based on an estimated fair value      
of $49,000,000 for the theatres.  The Company has granted an option to EPT      
to acquire a theatre under construction for the cost to the Company of          
developing and constructing such property.  In addition, for a period of        
five years subsequent to November 1997, EPT will have a right of first          
refusal and first offer to purchase and lease back to the Company the real      
estate assets associated with any theatre and related entertainment             
property owned or ground-leased by the Company, exercisable upon the            
Company's intended disposition of such property.  Mr. Peter C.                  
Brown, Co-Chairman of the Board, President and Chief Financial Officer of       
AMCE is also the Chairman of the Board of Trustees of EPT.                      

For a description of certain employment agreements between the        
Company and Messrs. Stanley H. Durwood, Peter C. Brown, Philip M.               
Singleton and Richard M. Fay, see "Employment Contracts, Termination of         
Employment and Change in Control Arrangements."                                 

PART IV     

Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K.      

(a)(1)    The following financial statements are included in                    
Part II, Item 8:                                                  
                                                            Page

Report of Independent Accountants                               23    
Consolidated Statements of Operations -                               
Fiscal years (52/53 weeks) ended                                  
April 2, 1998, April 3, 1997 and                                  
March 28, 1996                                                24  
Consolidated Balance Sheets - April 2, 1998                           
and April 3, 1997                                             25  
Consolidated Statements of Cash Flows-                                
Fiscal years (52/53 weeks)                                        
ended April 2, 1998, April 3, 1997                                
and March 28, 1996                                            26  
Consolidated Statements of Stockholders' Equity-                      
Fiscal years (52/53 weeks)                                        
ended April 2, 1998, April 3, 1997 and March 28, 1996         27  
Notes to Consolidated Financial Statements-                           
Fiscal years (52/53 weeks) ended                                  
April 2, 1998, April 3, 1997 and March 28, 1996               28  
Statements of Operations By Quarter (Unaudited) -                     
Fiscal years (52/53 weeks) ended                                  
April 2, 1998 and April 3, 1997                               42  

(a)(2) Financial Statement Schedules - Not applicable.                          

(b)    Reports on Form 8-K                                                      

On January 9, 1998, the Company filed a Form 8-K reporting under Item 
5 the sale and subsequent lease back of three megaplex theatres to EPT.         

(c)    Exhibits                                                                 

A list of exhibits required to be filed as part of this report on     
Form 10-K is set forth in the Exhibit Index, which immediately precedes         
such exhibits, and is incorporated herein by reference.                         

SIGNATURES      

Pursuant to the requirements of Section 13 or 15(d) of the Securities 
Exchange  Act  of 1934, the registrant has duly caused this report  to  be      
signed on its behalf  by the undersigned, thereunto duly authorized.            

  AMC ENTERTAINMENT INC.

       By:  /s/ Stanley H. Durwood
                   Stanley H. Durwood,
                        Co-Chairman of the Board

   Date:    June  18, 1998

Pursuant to the requirements of the Securities Exchange Act of 1934,  this      
report  has  been signed below by the following persons on behalf  of  the      
registrant and in the capacities and on the dates indicated.                    

/s/  Stanley H. Durwood      Co-Chairman of the                                 
Stanley H. Durwood      Board, Chief               June  18, 1998   
Executive Officer   
and Director        

/s/  Charles J. Egan, Jr.    Director                    June  18, 1998         
Charles J. Egan, Jr.                                                

/s/  William T. Grant, II    Director                    June  18, 1998         
William T. Grant, II                                                

/s/  John P. Mascotte        Director                    June  18, 1998         
John P. Mascotte                                                    

/s/  Paul E. Vardeman        Director                    June  18, 1998         
Paul E. Vardeman                                                    

/s/  Peter C. Brown          Co-Chairman of the                                 
Peter C. Brown          Board, President,          June  18, 1998   
Chief Financial     
Officer and Director

/s/  Philip M. Singleton     Executive Vice                                     
Philip M. Singleton     President, Chief           June  18, 1998   
Operating Officer   
and Director        

/s/  Richard L. Obert        Senior Vice President                              
Richard L. Obert              - Chief Accounting and     June  18, 1998         
Information Officer   

EXHIBIT INDEX                                                                   

                                                        [Enlarge/Download Table]


EXHIBIT NUMBER DESCRIPTION                                                                                         
                                                                                                                   
   2.1          Agreement and Plan of Merger dated as of March 31, 1997 between AMC Entertainment Inc. and         
                Durwood, Inc. (together with Exhibit A, "Pre-Merger Action Plan")                                  
                (Incorporated by reference from Exhibit 2.1 to the Company's Registration                          
                Statement on Form S-4 (File No. 333-25755) filed April 24, 1997).                                  

   2.2          Stock Agreement among AMC Entertainment Inc. and Stanley H. Durwood, his children: Carol D.        
                Journagan, Edward D. Durwood, Thomas A. Durwood, Elissa D. Grodin, Brian H.                        
                Durwood and Peter J. Durwood (the "Durwood Children"), The Thomas A. and                           
                Barbara F. Durwood Family Investment Partnership (the "TBD Partnership") and                       
                Delta Properties, Inc. (Incorporated by reference from Exhibit 99.3 to                             
                Amendment No. 2 to Schedule 13D of Stanley H. Durwood filed September 30,                          
                1997).                                                                                             

   2.3          Registration                                                                                       
                Agreement among AMC Entertainment Inc. and the Durwood Children and Delta                          
                Properties, Inc. (Incorporated by reference from Exhibit 99.2 to Amendment No.                     
                2 to Schedule 13D of Stanley H. Durwood filed September 30, 1997).                                 

   2.4(a)       Indemnification Agreement dated as of March 31, 1997 among AMC Entertainment Inc., the Durwood     
                Family Stockholders and Delta Properties, Inc., together with Exhibit B                            
                thereto (Escrow Agreement) (Incorporated by reference from Exhibit 2.4(a) to                       
                the Company's Registration Statement on Form S-4 (File No. 333-25755) filed                        
                April 24, 1997).                                                                                   

   2.4(b)       Durwood Family Settlement Agreement (Incorporated by reference from Exhibit 99.1 to Schedule       
                13D of Durwood, Inc. and Stanley H. Durwood filed May 7, 1996).                                    

   2.4(c)       First Amendment to Durwood Family Settlement Agreement (Incorporated by reference from Exhibit     
                2.4(c) to the Company's Registration Statement on Form S-4 (File No. 333-                          
                25755) filed April 24, 1997).                                                                      

   2.4(d)       Second Amendment to Durwood Family Settlement Agreement dated as of August 15, 1997, among Stanley 
                H. Durwood, the Durwood Children and the TBD Partnership (Incorporated by                          
                reference from Exhibit 99.7 to Amendment No. 2 to Schedule 13D of Stanley H.                       
                Durwood filed September 30, 1997).                                                                 

   3.1.         Amended and Restated Certificate of Incorporation of AMC Entertainment Inc. (as amended on December
                2, 1997) (Incorporated by reference from Exhibit 3.1 to AMCE's Form 10-Q (File                     
                No. 1-8747) dated January 1, 1998).                                                                

   3.2.         Bylaws of AMC Entertainment Inc. (Incorporated by reference from Exhibit 3.3 to AMCE's Form        
                10-Q (File No. 0-12429) for the quarter ended December 26, 1996).                                  

   4.1(a)       Amended and Restated Credit Agreement dated as of April 10, 1997, among AMC Entertainment Inc., as 
                the Borrower, The Bank of Nova Scotia, as Administrative Agent, and Bank of                        
                America National Trust and Savings Association, as Documentation Agent, and                        
                Various Financial Institutions, as Lenders, together with the following                            
                exhibits thereto: significant subsidiary guarantee, form of notes, form of                         
                pledge agreement and form of subsidiary pledge agreement (Incorporated by                          
                reference from Exhibit 4.3 to the Company's Registration Statement on Form S-4                     
                (File No. 333-25755) filed April 24, 1997).                                                        

   4.1(b)       Second Amendment, dated January 16, 1998, to Amended and Restated Credit Agreement dated as of     
                April 10, 1997 (Incorporated by Reference from Exhibit 4.2 to the Company's                        
                Form 10-Q (File No. 1-8747) for the quarter ended January 1, 1998).                                

   4.2(a)       Indenture dated March 19, 1997, respecting AMC Entertainment Inc.'s 9 1/2% Senior Subordinated     
                Notes due 2009 (Incorporated by reference from Exhibit 4.1 to the Company's                        
                Form 8-K (File No. 1-8747) dated March 19, 1997).                                                  

   4.2(b)       First Supplemental Indenture respecting AMC Entertainment Inc.'s 9 1/2% Senior Subordinated Notes  
                due 2009 (Incorporated by reference from Exhibit 4.4(b) to Amendment No. 2. to                     
                the Company's Registration Statement on Form S-4 (File No.333-29155) filed                         
                August 4, 1997).                                                                                   

   4.3          In accordance with Item 601(b)(4)(iii)(A) of Regulation S-K, certain instruments respecting long   
                term debt of the Registrant have been omitted but will be furnished to the                         
                Commission upon request.                                                                           

   10.1.        AMC Entertainment Inc. 1983 Stock Option Plan (Incorporated by reference from Exhibit 10.1 to      
                AMCE's Form S-1 (File No. 2-84675) filed June 22, 1983).                                           

   10.2.        AMC Entertainment Inc. 1984 Employee Stock Purchase Plan (Incorporated by reference from Exhibit   
                28.1 to AMCE's Form S-8 (File No. 2-97523) filed July 3, 1984).                                    

   10.3.        AMC Entertainment Inc. 1984 Employee Stock Option Plan (Incorporated by reference from Exhibit     
                28.1 to AMCE's S-8 and S-3 (File No. 2-97522) filed July 3, 1984).                                 

   10.3.(a)     AMC Entertainment Inc. 1994 Stock Option and Incentive Plan, as amended (Incorporated by           
                reference from Exhibit 10.1 to AMCE's Form 10-Q (File No. 0-12429) for the                         
                quarter ended December 26, 1996).                                                                  

   10.3.(b)     Form of Non-Qualified (NON-ISO) Stock Option Agreement (Incorporated by reference from             
                Exhibit 10.2 to AMCE's Form 10-Q (File No. 0-12429) for the quarter ended                          
                December 26, 1996).                                                                                

    10.4.       American Multi-Cinema, Inc. Savings Plan, a defined contribution 401(k) plan, restated             
                January 1, 1989, as amended (Incorporated by reference from Exhibit 10.6 to                        
                AMCE's Form S-1 (File No. 33-48586) filed June 12, 1992, as amended).                              

   10.5.(a)     Defined Benefit Retirement Income Plan for Certain Employees of American Multi-Cinema, Inc.        
                dated January 1, 1989, as amended (Incorporated by reference from Exhibit 10.7                     
                to AMCE's Form S-1 (File No. 33-48586) filed June 12, 1992, as amended).                           

   10.5.(b)     AMC Supplemental Executive Retirement Plan dated January 1, 1994 (Incorporated by reference        
                from Exhibit 10.7(b) to AMCE's Form 10-K (File No. 0-12429) for the fiscal                         
                year ended March 30, 1995).                                                                        

   10.6.        Employment Agreement between American Multi-Cinema, Inc. and Philip M. Singleton (Incorporated by  
                reference from Exhibit 10(a) to AMCE's Form 10-Q (File No. 1-8747) for the                         
                quarter ended September 29, 1994).                                                                 

   10.7.        Employment Agreement between American Multi-Cinema, Inc. and Peter C. Brown (Incorporated by       
                reference from Exhibit 10(b) to AMCE's Form 10-Q (File No.1-8747) for the                          
                quarter ended September 29, 1994).                                                                 

   10.8.        Disability Compensation Provisions respecting Stanley H. Durwood (Incorporated by                  
                reference from Exhibit 10.12 to AMCE's Form S-1 (File No. 33-48586) filed                          
                June 12, 1992, as amended).                                                                        

   10.9.        Executive Medical Expense Reimbursement and Supplemental Accidental Death or Dismemberment         
                Insurance Plan, as restated effective as of February 1, 1991 (Incorporated by                      
                reference from Exhibit 10.13 to AMCE's Form S-1 (File No. 33-48586) filed                          
                June 12, 1992, as amended).                                                                        

   10.10.       Division Operations Incentive Program (incorporated by reference from Exhibit 10.15 to AMCE's Form 
                S-1 (File No. 33-48586) filed June 12, 1992, as amended).                                          

   10.11.       Partnership Interest Purchase Agreement dated May 28, 1993, among Exhibition Enterprises           
                Partnership, Cinema Enterprises, Inc., Cinema Enterprises II, Inc., American                       
                Multi-Cinema, Inc., TPI Entertainment, Inc. and TPI Enterprises, Inc.                              
                (Incorporated by reference from Exhibit 10.29 to AMCE's Form 10-K (File No.                        
                1-8747) for the fiscal year ended April 1, 1993).                                                  

   10.12.       Mutual Release and Indemnification Agreement dated May 28, 1993, among Exhibition Enterprises      
                Partnership, Cinema Enterprises, Inc., American Multi-Cinema, Inc., TPI                            
                Entertainment, Inc. and TPI Enterprises, Inc. (Incorporated by reference from                      
                Exhibit 10.30 to AMCE's Form 10-K (File No. 1-8747) for the fiscal year ended                      
                April 1, 1993).                                                                                    

   10.13.       Assignment and Assumption Agreement between Cinema Enterprises II, Inc. and TPI                    
                Entertainment, Inc. (Incorporated by reference from Exhibit 10.31 to AMCE's                        
                Form 10-K (File No. 1-8747) for the fiscal year ended April 1, 1993).                              

   10.14.       Confidentiality Agreement dated May 28,1993, among TPI Entertainment, Inc., TPI                    
                Enterprises, Inc., Exhibition Enterprises Partnership, Cinema                                      
                Enterprises, Inc., Cinema Enterprises II, Inc. and American Multi-Cinema, Inc.                     
                (Incorporated by reference from Exhibit 10.32 to AMCE's Form 10-K (File No.                        
                1-8747) for the fiscal year ended April 1, 1993).                                                  

   10.15.       Termination Agreement dated May 28, 1993, among TPI Entertainment, Inc., TPI                       
                Enterprises, Inc. Exhibition Enterprises Partnership, American                                     
                Multi-Cinema, Inc., Cinema Enterprises, Inc., AMC Entertainment Inc.,                              
                Durwood, Inc., Stanley H. Durwood and Edward D. Durwood (Incorporated by                           
                reference from Exhibit 10.33 to AMCE's Form 10-K (File No. 1-8747) for the                         
                fiscal year ended April 1, 1993).                                                                  

   10.16.       Promissory Note dated June 16, 1993, made by Thomas L. Velde and Katherine G. Terwilliger,         
                husband and wife, payable to American Multi-Cinema, Inc. (Incorporated by                          
                reference from Exhibit 10.34 to AMCE's Form 10-K (File No. 1-8747) for the                         
                fiscal year ended April 1, 1993).                                                                  

   10.17.       Second Mortgage dated June 16, 1993, among Thomas L. Velde, Katherine G. Terwilliger and           
                American Multi-Cinema, Inc. (Incorporated by reference from Exhibit 10.35 to                       
                AMCE's Form 10-K (File No. 1-8747) for the fiscal year ended April 1, 1993).                       

   10.18.       Summary of American Multi-Cinema, Inc. Executive Incentive Program (Incorporated by reference from 
                Exhibit 10.36 to AMCE's Registration Statement on Form S-2 (File No. 33-51693)                     
                filed December 23, 1993).                                                                          

   10.19.       AMC Non-Qualified Deferred Compensation Plans (Incorporated by reference from Exhibit 10.37 to     
                Amendment No. 2 to AMCE's Registration Statement on Form S-2 (File No.                             
                33-51693) filed February 18, 1994).                                                                

   10.20.       Employment Agreement between AMC Entertainment Inc., American Multi-Cinema, Inc. and Stanley H.    
                Durwood (Incorporated by reference from Exhibit 10.32 to AMCE's Form 10-K                          
                (File No. 0-12429) for the fiscal year ended March 28, 1996).                                      

   10.21.       Real Estate Contract dated November 1, 1995 among Richard M. Fay, Mary B. Fay and American         
                Multi-Cinema, Inc. (Incorporated by reference from Exhibit 10.33 to AMCE's                         
                Form 10-K (File No. 0-12429) for the fiscal year ended March 28, 1996).                            

   10.22.       American Multi-Cinema, Inc. Retirement Enhancement Plan (Incorporated by reference from            
                Exhibit 10.26 to AMCE's Registration Statement on Form S-4 (File No. 333-                          
                25755) filed April 24, 1997).                                                                      

   10.23.       Employment Agreement between American Multi-Cinema, Inc. and Richard M. Fay (Incorporated by       
                reference from Exhibit 10.1 to AMCE's Form 10-Q (File No. 0-12429) for the                         
                quarter ended June 27, 1996).                                                                      

   10.24.       American Multi-Cinema, Inc. Executive Savings Plan (Incorporated by reference from                 
                Exhibit 10.28 to AMCE's Registration Statement on Form S-4 (File No. 333-                          
                25755) filed April 24, 1997).                                                                      

   *10.25.      Limited Partnership Agreement of Planet Movies Company, L.P.  dated October 17, 1997.              

   16.          Letter regarding change in certifying accountant (Incorporated by reference from Exhibit 19.6      
                to AMCE's Form 10-Q (File No. 0-12429) for the quarter ended July 2, 1992).                        

   *21.         Subsidiaries of AMC Entertainment Inc.                                                             

   *23.         Consent of Coopers & Lybrand L.L.P. to the use of their report of independent accountants included 
                in Item 8 of this annual report.                                                                   

   *27.         Financial Data Schedule                                                                            

_______                                                                                                            

*    Filed herewith                                                                                                

EXHIBIT 21.                                                         

AMC ENTERTAINMENT INC.  AND SUBSIDIARIES                            
AMC ENTERTAINMENT INC.                                              
American Multi-Cinema, Inc.                                     
AMC Entertainment International, Inc.                           
AMC Entertainment International Limited                   
AMC Entertainment EspaZa S.A.                         
Actividades Multi-Cinemas E Espectaculos, LDA         
AMC Theatres of  U.K., Limited                        
AMC De Mexico, S.A., De C.V.                              
AMC Europe S.A.                                           
National Cinema Network, Inc.                                   
AMC Realty, Inc.                                                
Centertainment, Inc.                                      
AMC License Corp.                                               
AMCPH Holdings, Inc.                                            

All subsidiaries are wholly-owned.                                  

EXHIBIT 23.                                                         

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. on Form S-8 (File Nos. 33-58129, 2-         
92048, 2-97522 and 2-97523) of our report dated May 1, 1998, on our             
audits of the consolidated financial statements of AMC Entertainment            
Inc. as of April 2, 1998 and April 3, 1997, and for each of the three           
years (53/52 weeks) ended April 2, 1998, which report is included in            
this Annual Report on Form 10-K.                                                

/s/ COOPERS & LYBRAND L.L.P.                                                    
Kansas City, Missouri                                                           
June 17, 1998                                                                   

EXHIBIT 27                                                          

FDS SCHEDULE                                                        

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-K’ Filing		Date		First		Last			Other Filings
		3/15/06		2
		4/10/04		1		2
		12/31/03		1		2
		9/30/03		1		2
		6/30/03		1		2
		3/31/03		1		2
		12/31/02		1		2
		3/15/02		2
		3/15/01		2
		8/15/00		2
		3/31/00		2
		6/30/99		2
		4/1/99		1		2			10-K,  8-K,  S-4/A
		12/15/98		1		2
		9/7/98		2
		8/15/98		2
		6/19/98
Filed as of:		6/18/98		2
Filed on:		6/17/98		2
		6/9/98		1
		5/15/98		1		2
		5/1/98		1		2
		4/14/98		1		2
For Period End:		4/2/98		1		2			8-K
		3/5/98		1
		1/31/98		2
		1/16/98		2
		1/9/98		2					8-K
		1/1/98		2					10-Q
		12/31/97		1		2
		12/15/97		1		2
		12/2/97		2					DEF 14A,  SC 13D/A
		11/14/97		1		2
		10/17/97		2
		9/30/97		2					SC 13D/A
		8/15/97		1		2
		8/5/97		2
		8/4/97		2
		7/1/97		2					S-4/A
		6/30/97		2					10-K
		5/1/97		1
		4/24/97		2					S-4
		4/10/97		2
		4/4/97		2
		4/3/97		1		2			10-K
		3/31/97		2
		3/19/97		1		2			8-K
		3/15/97		2
		1/10/97		2
		12/31/96		2
		12/26/96		2					10-Q
		11/14/96		2					DEF 14A,  SC 13D/A
		7/1/96		2
		6/27/96		2					10-Q
		5/7/96		2					8-K,  SC 13D
		4/16/96		2
		4/2/96		2
		3/28/96		1		2			10-K
		1/26/96		2
		12/28/95		1		2			10-Q,  10-Q/A
		11/9/95		2					DEF 14A
		11/1/95		2
		10/6/95		2
		9/8/95		2
		3/31/95		2
		3/30/95		2					10-K
		1/4/95		2
		9/29/94		2					10-Q
		9/26/94		2
		9/19/94		2
		8/3/94		2
		7/1/94		2
		2/18/94		2					8-A12B/A,  S-2/A
		1/1/94		2
		12/23/93		2
		6/16/93		2
		5/28/93		2
		4/1/93		2
		2/12/93		2
		2/9/93		2
		12/12/92		1		2
		11/12/92		2
		9/28/92		2
		7/2/92		2
		6/12/92		2
		6/10/92		2
		3/29/92		2
									List all Filings