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 1, 1999
                                     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
  incorporation or organization)                (I.R.S.  Employer
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.  [   X  ]

  The  aggregate market value of the registrant's voting stock held by  non-
affiliates  as  of May 14, 1999, computed by reference to the closing  price
for   such  stock  on  the  American  Stock  Exchange  on  such  date,   was
$236,048,311.

                                                Number of shares
Title of each class of common stock          Outstanding as of May 14, 1999
---------------------------------------------------------------------------
Common Stock, 66 2/3 cents par value            19,427,098
Class B Stock, 66 2/3 cents par value             4,041,993

                                   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
U.S.  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.
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.

(b)  Financial Information about Industry Segments
     For  information about the Company's operating segments and  geographic
areas, see Note 14 to the Consolidated Financial Statements on page 46.
(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  1,  1999,
the  Company  had  revenues of $1,026,721,000.  As of  April  1,  1999,  the
Company  operated 233 theatres with a total of 2,735 screens located  in  23
states, the District of Columbia, Portugal, Japan, Spain, China (Hong  Kong)
and  Canada.  Approximately  60% of the Company's  screens  are  located  in
Florida, California, Texas, Arizona and Missouri, and approximately  69%  of
its  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  two  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. The Company's megaplexes have consistently ranked
among  its top grossing facilities on a per screen basis and many are  among
the top grossing theatres in North America.

      The  following table provides information about the Company's domestic
megaplexes and multiplexes (those open at the beginning of fiscal 1999)  for
the year ended April 1, 1999:
<TABLE>
<CAPTION>
                              Megaplexes    Multiplexes
                               --------       --------
<S>                          <C>            <C>
Attendance per screen          68,000         51,000
Average revenue per patron      $ 6.90         $ 6.15
Operating cash flow before rent
   as a percentage of revenues   36%            32%
</TABLE>

     Operating cash flow before rent excludes non-theatre level revenues and
expenses, including all corporate overhead. The Company uses operating  cash
flow  before  rent  as  an  internal  statistic  to  measure  theatre  level
performance.

     As  of  April  1, 1999, 1,335 screens, or 48.8% of the Company's  total
screens, were located in megaplexes and the average number of total  screens
per  theatre was 11.7. The average number of screens per theatre for the ten
largest  North American theatrical exhibition companies (based on number  of
screens)  was  7.2  and  the  average  for  all  North  American  theatrical
exhibition  companies  was 6.1, based on the listing of  exhibitors  in  the
National  Association of Theatre Owners 1998-99 Encyclopedia of  Exhibition,
as of May 1, 1998.

     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.  From  April
1996  through  April 1, 1999, the Company opened 57 new theatres with  1,229
screens, representing 44.9% of its current number of screens, acquired  four
multiplexes  with 29 screens in strategic film zones, added  44  screens  to
existing theatres and closed or disposed of 54 theatres and 286 screens.  Of
the 1,229 screens opened during the period, 1,196 screens were located in  a
total  of  53 megaplexes. As of April 1, 1999, the Company had 14 megaplexes
under construction with a total of 316 screens.

     Revenues  for  the  Company  are generated primarily  from  box  office
admissions and theatre concessions sales, which accounted for 64%  and  30%,
respectively,  of  the Company's fiscal 1999 revenues. The  balance  of  the
Company's  revenues  are  generated primarily by its  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
be  equipped  with SONY Dynamic Digital Sound (SDDS) and AMC LoveSeat  style
seating   (plush,  high-backed  seats  with  retractable  armrests).   Other
amenities  may  include auditoriums with TORUS Compound Curved  Screens  and
High Impact Theatre Systems (HITS), which enhance picture and sound quality,
respectively.

     The  Company's  megaplex strategy 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  started  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  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  are 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 selected countries in Asia and Western  Europe
and Canada.

      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 International,
Inc.  that  is scheduled to open a Planet Movies facility on June  30,  1999
near Columbus, Ohio. This facility will consist of a 30 screen AMC megaplex,
a Planet Hollywood and Official All Star Cafe restaurant and 30,000 square
foot  rotunda  featuring memorabilia, entertainment related merchandise  and
food kiosks.

     Through Centertainment, Inc. and its subsidiaries, the Company plans to
enhance  the  moviegoing experience of its patrons by creating  environments
that combine complementary food, retail and other synergistic uses with  the
megaplex  concept. Centertainment, Inc. and its subsidiaries  presently  are
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  11
such  theatres  with 71 screens as of April 1, 1999 (2.6% of  the  Company's
total screens).  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.
Closure or other dispositions of certain multiplexes will result in expenses
which are primarily comprised of expected payments to landlords to terminate
leases  or  conversion costs. The Company anticipates  that  it  will  incur
approximately  $15 million of costs related to the closure of  approximately
34  multiplexes with 220 screens in fiscal 2000.  As of June  3,  1999,  the
Company  had closed 18 of these multiplexes with 123 screens and  recognized
approximately  $9 million of theatre closure expense.  During  fiscal  1999,
the Company closed or sold 16 multiplexes with 87 screens.

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. <TABLE>
<CAPTION>
                            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
                   --------  --------  -------- --------     ---------  -------
<S>                  <C>      <C>         <C>      <C>         <C>       <C>
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
April 1, 1999         20       380         16        87          233       2,735
     Total            71     1,505         74       373
                      ==     =====         ==       ===
</TABLE>
      As  of  April  1, 1999, the Company operated 60 megaplexes  having  an
aggregate of 1,335 screens, representing 48.8% of its screens. The following
table  provides greater detail with respect to the Company's theatre circuit
as of such date.
<TABLE>
<CAPTION>
                                 Total      Total       Theatres
   Domestic                     Screens    Theatres  Multiplex  Megaplex
   --------                     --------  --------  ---------  -------
<S>                                <C>       <C>      <C>      <C>
Florida                           476        42       34        8
California                        460        35       24       11
Texas                             382        29       21        8
Arizona                           172        14        9        5
Missouri                          147        13       10        3
Pennsylvania                      125        14       13        1
Georgia                           116         9        6        3
Michigan                          115        15       14        1
Colorado                          102         9        6        3
Virginia                           87         9        8        1
Oklahoma                           66         5        3        2
Illinois                           60         2        -        2
Ohio                               56         4        3        1
Kansas                             53         3        1        2
Maryland                           42         5        5        -
New Jersey                         30         5        5        -
Nebraska                           24         1         -       1
North Carolina                     22         1         -       1
Louisiana                          20         3        3        -
Washington                         20         3        3        -
New York                           16         2        2        -
District of Columbia                9         1        1        -
Massachusetts                       4         1        1        -
Delaware                            3         1        1        -
                                  ----      ----     ----     ----
   Total Domestic               2,607       226      173       53
                                 -----      ----     ----     ----
   International
   -------------
Portugal                           20         1         -       1
Japan                              29         2         -       2
Canada                             44         2         -       2
China (Hong Kong)                  11         1         -       1
Spain                              24         1         -       1
                                  ----      ----     ----     ----
   Total International            128         7         -       7
                                  ----      ----     ----     ----
Total Theatre Circuit            2,735      233       173      60
                                 =====      ====     ====     ====
</TABLE>

Film Licensing
      The  Company  predominantly licenses "first-run" motion pictures  from
distributors  owned by major film production companies and from  independent
distributors that generally acquire licensing rights from 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  on  a
settlement basis, where terms are adjusted subsequent to the exhibition of a
motion  picture. 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.

      North  American 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. While the allocation  of  films
among exhibitors may differ from film to film, patterns of film distribution
have developed over time when competing theatres are comparable in size  and
quality.  The Company believes these allocation patterns may change  as  the
megaplex concept matures.

     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.

      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.  Under a theatre admissions revenue formula, the distributor receives a
specified  percentage of the excess of admissions revenues over a negotiated
allowance  for theatre expenses.  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.
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), Paramount  Pictures,  Warner
Bros.  Distribution, SONY Pictures Releasing (Columbia Pictures and Tri-Star
Pictures),  Twentieth  Century  Fox,  and  New  Line  Cinema.  According  to
information   sourced   from  Variety  (an  industry   publication),   these
distributors accounted for 73% of industry admissions revenues in 1998. 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 1999,  no  single
distributor  accounted for more than 10% of the motion pictures licensed  by
the  Company  or  for more than 20% 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.

     During the period from January 1, 1990 to December 31, 1998, 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 490 in 1998, according
to the Motion Picture Association of America. Recently, certain distributors
have  announced their intention to reduce production of films.  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 megaplexes are designed to have more concessions service capacity
per seat than multiplexes with concessions stands that have multiple service
stations  to  make  it  easier  to serve larger  numbers  of  customers.  In
addition, they generally feature 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 products and 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/DVD and  other
ancillary  markets.  The  Company further believes  that  the  emergence  of
alternative 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 alternative motion picture distribution channels  have
provided  additional revenue sources for filmed entertainment product  which
have  stimulated  production.  The Company believes  that  the  public  will
continue  to  recognize the value 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.  Since  1988,  the  industry  has
experienced  growth,  with attendance increasing at a 3.5%  compound  growth
rate  over  the  period. During 1998, domestic attendance was 1.48  billion,
according  to  information obtained from the Motion Picture  Association  of
America. Variances in year-to-year attendance are primarily related  to  the
overall popularity and supply of motion pictures.

      The  following table represents information obtained from  the  Motion
Picture Association of America on attendance, average ticket prices and  box
office sales for 1998.
<TABLE>
<CAPTION>
                                                                 U.S. Box
                                      Attendance     Average   Office Sales
Year                               (in millions)  Ticket Price (in millions)
----                               ------------   ------------  ------------
<S>                                   <C>            <C>        <C>
     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
     1998                               1,481          $4.69      $6,949
</TABLE>

Competition
     The  Company competes against both local and national exhibitors,  some
of  which may have substantially greater financial resources. There are over
500  companies  competing  in the domestic theatrical  exhibition  industry,
approximately   280  of  which  operate  four  or  more  screens.   Industry
participants vary substantially in size, from small independent operators to
large  international chains. In fiscal 1999, four of the industry's  largest
companies  merged,  and  there  may be additional  mergers  in  the  future.
According  to  the  Motion Pictures Association of America,  the  number  of
indoor screens in the United States was 33,440 at the end of 1998. Based  on
the May 1, 1998 listing of exhibitors in the National Association of Theatre
Owners 1998-99 Encyclopedia of Exhibition, the Company believes that the ten
largest  exhibitors  (in terms of number of screens) operated  approximately
55% of such number of screens, with no one exhibitor operating more than ten
percent  of  the  total  screens. Information  concerning  the  ten  largest
exhibitors does not reflect changes in screens operated by them between  the
date  of the National Association of Theatre Owners information and the date
of the Motion Pictures Association of America information.

  The  Company's  theatres are subject to varying degrees of competition  in
the  geographic  areas in which they operate. Competitors  may  be  national
circuits,  regional circuits or smaller independent exhibitors.  Competition
is often intense with respect to the following factors.

 . Attracting  Patrons.  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. Many of the Company's competitors have sought to
  increase the number of screens that they operate. Competitors have built or
  may  be  planning  to build theatres in certain areas  where  the  Company
  operates,  which could result in excess capacity and increased competition
  for patrons.
 . Licensing  Motion  Pictures. The Company believes that  the  principal
  competitive factors with respect to film licensing include licensing terms,
  seating capacity and the location and condition of an exhibitor's theatres.
 . Finding  New Theatres Sites. The Company must compete with  exhibitors
  and  others in its efforts to locate and acquire attractive sites for  the
  Company's theatres.

  The  Company expects that in the long term the addition of new  megaplexes
will  help  it obtain more favorable allocations of film product  and  other
licensing terms from distributors than its competitors. However, competition
from   established   theatres  that  have  established  relationships   with
distributors initially may negatively impact the earnings of new megaplexes.
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  Company  also faces similar competition in the international  markets
in which it operates.

  The   theatrical   exhibition  industry  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's theatres must comply with Title III of the Americans with
Disabilities Act of 1990 (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.  Non-compliance
with  the  ADA  could result in the imposition of injunctive relief,  fines,
awards of damages to private litigants or additional capital expenditures to
remedy  such noncompliance.  Although the Company believes that its theatres
are  in  substantial  compliance with the ADA, in January  1999,  the  Civil
Rights  Division of the Department of Justice filed suit against the Company
alleging  that  certain of its megaplex theatres with stadium-style  seating
violate the ADA.  See Item 3. Legal Proceedings on page 10.

       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.  Although  the  Company  does  not
currently  hedge against foreign currency exchange rate risk,  it  does  not
intend  to repatriate funds from the operations of its Japanese and European
theatres but instead intends to use them to fund additional expansion. 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.  See Statements of Operations by Quarter
(Unaudited) on page 49.

Employees
      As of April 1, 1999, the Company had approximately 2,300 full-time and
10,000  part-time  employees. Approximately 18% 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 233 theatres and 2,735 screens operated as of April 1,
1999,  American Multi-Cinema, Inc. was the owner or lessee of  224  theatres
with  2,593  screens,  and AMC Entertainment International,  Inc.  leased  5
theatres  with 84 screens and its subsidiaries, Actividades Multi-Cinemas  E
Espectaculos, LDA, and AMC Entertainment Espana S.A. leased one theatre with
20   screens  and  one  theatre  with  24  screens,  respectively.  American
Multi-Cinema,  Inc. also operated two theatres with 14 screens  owned  by  a
third party.

      Of  the  233 theatres operated by the Company as of April 1, 1999,  11
theatres  with  128  screens were owned, 10 theatres with  97  screens  were
leased  pursuant  to  ground leases, 210 theatres with  2,496  screens  were
leased  pursuant  to building leases and two theatres with 14  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   offices  are  leased  in  Los  Angeles,   California;
Clearwater,  Florida;  and Voorhees, New Jersey (Philadelphia)  and  a  film
licensing office is leased in Woodland Hills, California (Los Angeles).

Item 3.  Legal Proceedings.

      On  January  29,  1999, the Department of Justice ("DOJ")  filed  suit
against  the  Company in the United States District Court  for  the  Central
District  of California, United States of America v. AMC Entertainment  Inc.
and  American Multi-Cinema, Inc.  The complaint alleges that the Company has
designed, constructed and operated two of its motion picture theatres in the
Los Angeles area and unidentified theatres elsewhere that have stadium-style
seating  in violation of DOJ regulations implementing Title III of  the  ADA
and  related  "Standards  for  Accessible Design"  (the  "Standards").   The
complaint  alleges various types of non-compliance with the DOJ's Standards,
but  relates primarily to issues relating to lines of sight.  The DOJ  seeks
declaratory  and  injunctive relief regarding existing and  future  theatres
with stadium-style seating, compensatory damages and a civil penalty.

      The  current  DOJ position  appears to be that theatres  must  provide
wheelchair seating locations and transfer seats with viewing angles  to  the
screen  that  are  at  the  median or better,  counting  all  seats  in  the
auditorium.   Heretofore,  the  Company has  attempted  to  conform  to  the
evolving  standards  imposed by the DOJ and believes  its  theatres  are  in
substantial compliance with the ADA.  However, the Company believes that the
DOJ's current position has no basis in the ADA or related regulations and is
an  attempt  to  amend  the  ADA  regulations  without  complying  with  the
Administrative Procedures Act.  The Company has filed an answer denying  the
allegations  and asserting that the DOJ is engaging in unlawful  rulemaking.
A  similar claim has been made by another exhibitor, Cinemark USA,  Inc.  v.
United  States Department of Justice, United States District Court  for  the
Northern  District of Texas, Case No. 399CV0183-L.  Although  no  assurances
can  be  given,  based on existing precedent involving stadiums  or  stadium
seating, the Company believes that an adverse decision in this matter is not
likely  to  have  a  material  adverse effect on  its  financial  condition,
liquidity  or results of operations.  However, there have been  only  a  few
cases involving stadiums or stadium seating.

      In  an  unrelated action filed on March 5, 1998, in the United  States
District  Court for the District of Arizona, Howard Bell v. AMC 24 Theatres,
CIV  98 0390, a private plaintiff alleged that the Company had violated  the
ADA for not dispersing accessible seating or providing accessible signage at
a  megaplex  located  in Phoenix, Arizona.   On October  16,  1998,  another
private  plaintiff filed suit in the United States District  Court  for  the
District of Southern Florida, Barbara Harris v. American Multi-Cinema, Inc.,
CIV  98-2472, alleging that the Company had violated the ADA by  failing  to
provide  comparable seating for wheel chair patrons.  Both suits  have  been
settled  for nominal amounts.  The Bell suit was dismissed on March 9,  1999
and the Harris case was dismissed on June 1, 1999.

      On  November  30,  1998, Cyndi Soto filed suit in  the  United  States
District  Court  for  the  Central District of  California,  Cyndi  Soto  v.
American   Multi-Cinema,   Inc.  and  JANSS/TYS   Long   Beach   Associates,
CV989547SLRNBX, alleging that one of the Company's theatres violated the ADA
and  California  law by failing to remove certain barriers to  access.   The
suit  seeks  an unspecified amount of general, special and punitive  damages
under  California  law and an injunction requiring the  Company  remove  the
alleged barriers. The Company has filed an answer denying the allegations in
the  Soto suit.  On March 4, 1999, William P. Storrs filed a purported class
action lawsuit in the United States District Court for the Southern District
of  Texas,  William P. Storrs v. AMC Entertainment, Inc., Case No. H-99-061,
alleging  that sight lines at a Houston area megaplex violate the  Americans
with  Disabilities  Act and Chapter 121 of the Texas Human  Resources  Code.
The  suit seeks injunctive, declaratory and monetary relief.  AMC has  filed
its  answer  denying the allegations and asserting a number  of  affirmative
defenses.   In  addition, AMC has asked the Court to stay the  suit  pending
resolution  of  the  Department of Justice litigation  filed  in  California
referred to above.

      On July 27, 1998, in the United States District Court for the Northern
District of California, Drexler Technology Corporation filed actions against
each   of   Sony  Corporation  and  its  affiliated  companies   and   Dolby
Laboratories,  Inc., and has included as defendants various  motion  picture
distributors and exhibitors, including AMC, Drexler Technology Corp. v. Sony
corp.  et al, C98-02936, and Drexler Technology Corp. v. Dolby Labs. et  al,
C98-02935.   These  actions allege infringement of two patents  relating  to
optical data storage and retrieval systems, which are allegedly infringed by
the  encoding  of digital sound on motion picture films.  These infringement
allegations are based on the production, distribution and exhibition of film
with  Sony  Dynamic  Digital  Sound  (SDDS)  or  Dolby  Digital  technology.
Plaintiff  seeks an injunction against continued use of this technology  and
also  seeks damages.  AMC has filed counter claims alleging that plaintiff's
patents are invalid.  The court has ordered that the issues of liability and
damages be tried separately, but has not set a trial date.

      AMC  currently  utilizes SDDS systems with respect  to  2,300  of  its
screens  and  owns 159 portable systems employing Dolby Digital  technology.
AMC is the beneficiary of indemnification arrangements with respect to these
actions.   Pursuant  to  AMC's  contractual arrangements  with  Sony  Cinema
Products  Corporation ("Sony Cinema"), a subsidiary of Sony  Corporation  of
America, Sony Cinema is obligated to indemnify, defend and hold harmless AMC
from  and  against  any  and  all liabilities, damages,  losses,  costs  and
expenses  (including  attorneys'  fees)  suffered  or  incurred  by  AMC  in
connection  with  any  third  party claim for alleged  infringement  of  any
patent,  trademark  or  similar right relating to  the  SDDS  systems.   The
agreement  with  Sony Cinema provides that Sony Cinema at  its  expense  and
option,  shall (i) settle or defend against such a claim, (ii)  procure  for
AMC  the  right to use the SDDS systems in a manner that will cause them  to
perform  as  originally intended under the agreement between  AMC  and  Sony
Cinema;  (iii) replace or modify the SDDS systems to avoid infringement;  or
(iv) remove the SDDS systems from AMC's facilities (at such time and in such
manner  as to not disrupt AMC's business operations) and refund to  AMC  the
purchase  price  less depreciation. Dolby Laboratories  has  agreed  (i)  to
defend, indemnify and hold AMC harmless from any losses arising out  of  the
Drexler  v.  Dolby  Labs.  action and (ii) in the event  the  Dolby  Digital
technology  is  found  to infringe one or more of the  Drexler  patents,  to
procure for AMC at Dolby's expense the right to make, use and sell the Dolby
Digital  technology  or  to modify it so that it is  non-infringing.   As  a
result, although no assurance can be given, the Company believes that  these
actions  will not have a material adverse effect on the Company's  financial
condition, liquidity or results of operations.

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

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 1, 1999.

                                   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.
<TABLE>
<CAPTION>
                              Fiscal 1999          Fiscal 1998
                              -------------       ------------
                               High    Low          High     Low
                               ----    ----         ----     ----
<S>                        <C>       <C>          <C>      <C>
First Quarter               $23 3/4   $16 13/16    $23 3/8  $17 7/8
Second Quarter               19 7/8    11 1/4       20 3/4   17 5/8
Third Quarter                21 1/16   10 3/4       23       18 3/4
Fourth  Quarter              20 3/16   13 9/16      27 3/4   21 3/4
</TABLE>


Stock Ownership
     On  May 14, 1999, there were 490 stockholders of record of Common Stock
and  one  stockholder 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 Indentures respecting the Company's 9 1/2%  Senior
Subordinated Notes due 2009, the Company's 9 1/2% Senior Subordinated  Notes
due  2011  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.

Item 6.  Selected Financial Data.
<TABLE>
<CAPTION>

                                                           Years Ended (1)(6)
                           -----------------------------------------------------------
                                   April 1,    April 2,  April 3,  March 28, March 30,

(In thousands, except per
-------------------------
share and operating data)              1999      1998       1997      1996       1995
--------------------------             ----      ----       ----      ----       ----
<S>                              <C>         <C>       <C>       <C>        <C>

Statement of Operations
   Data:
 Total revenues                    $1,026,721  $852,755  $752,904  $658,549  $ 565,410
 Total cost of operations             865,771   691,500   583,309   493,935    434,829
 General and administrative            58,419    54,354    56,647    52,059     41,639
 Depreciation and
   amortization                        89,221    70,117    52,572    42,087     37,913
 Impairment of long-lived
   assets                               4,935    46,998     7,231     1,799          -
                                     --------   -------   -------   -------    -------
 Operating income (loss)                8,375  (10,214)    53,145    68,669     51,029
 Interest expense                      38,628    35,679    22,022    28,828     35,908
 Investment income                      1,368     1,090       856     7,052     10,013
 Gain (loss) on disposition
   of assets                            2,369     3,704      (84)     (222)      (156)
                                      -------   -------   -------   -------    -------
 Earnings (loss) before
   income taxes
   and extraordinary item            (26,516)  (41,099)    31,895    46,671     24,978
 Income tax provision                (10,500)  (16,600)    12,900    19,300    (9,000)
                                      -------   -------   -------   -------    -------
 Earnings (loss) before
   extraordinary item                (16,016)  (24,499)    18,995    27,371     33,978
 Extraordinary item,
   net of taxes (2)                         -         -         - _(19,350)          -
                                      -------   -------   -------   -------    -------
 Net earnings (loss)                $(16,016) $(24,499)  $ 18,995  $ 8,021    $ 33,978
                                      =======   =======   =======   =======    =======
 Preferred dividends                        -     4,846     5,907    7,000       7,000
                                      -------   -------   -------   -------    -------

 Net earnings (loss) for
   common shares                    $(16,016)$ (29,345) $  13,088  $  1,021  $  26,978
                                      =======   =======   =======   =======    =======
 Earnings (loss) per share
  before extraordinary item:
   Basic                            $   (.69)$   (1.59)$      .75 $   1.23   $    1.64
   Diluted                              (.69)    (1.59)       .74     1.15        1.45
 Earnings (loss) per share:
   Basic                            $   (.69)$   (1.59) $     .75 $    .06(2) $   1.64
   Diluted                              (.69)    (1.59)       .74      .34        1.45
 Weighted average number
  of shares outstanding:
   Basic                               23,378    18,477    17,489    16,513     16,456
   Diluted                             23,378    18,477    17,784    23,741     23,489
Balance Sheet Data
 (at period end):
 Cash, equivalents and
   investments                       $ 13,239 $   9,881  $ 24,715  $ 10,795   $140,377
 Total assets                         975,730   795,780   719,055   483,458    522,154
 Corporate borrowings                 561,045   348,990   315,072   126,150    200,222
 Capital lease
   obligations                         48,575    54,622    58,652    62,022     67,282
Stockholders' equity                  115,465   139,455   170,012   158,918    157,388
Other Financial Data:
 Capital expenditures                $260,813  $389,217  $253,380  $120,796   $ 56,403
 Proceeds from
   sale/leasebacks                          -   283,800         -         -          -
 Rent expense                         165,370   106,383    80,061    64,813     60,076
 Preopening expense (3)                 2,265     2,243     2,414       573          -
 Theatre closure expense (4)            2,801         -         -         -          -
 Adjusted EBITDA (5)                  107,597   109,144   115,362   113,128     88,942
Operating Data (at
   period end):
 Number of megaplexes
   operated                                60        44        19         5          -
 Number of megaplex
   screens operated                     1,335       987       379        98          -
 Number of multiplexes
   operated                               173       185       209       221        232
 Number of multiplex
   screens operated                     1,400     1,455     1,578     1,621      1,630
 Screens per theatre
   circuit wide                          11.7      10.7      8.6      7.6           7.0




(1)Fiscal 1997 consists of 53 weeks.  All other fiscal years have 52 weeks.
(2)Fiscal 1996 includes a $19,350 extraordinary loss on early extinguishment
   of debt (net of income tax benefit of $13,400) equal to $1.17 per
  common share.
(3)Preopening expense is comprised of advertising and promotional expense that
   is incurred in connection with the opening of a new theatre. Certain other
   preopening costs are capitalized and amortized over a two year period.
   In fiscal 2000 (as the result of a new accounting pronouncement), all
   capitalized preopening costs will be written off as a cumulative effect
   adjustment and all future preopening costs will be expensed as incurred.
(4)Theatre closure expense relates to actual and estimated lease exit costs
   on multiplex theatres.  The Company anticipates that it will incur
   approximately $15 million of costs related to the closure of approximately
   34 multiplexes with 220 screens in fiscal 2000.
(5)Represents net earnings (loss) plus interest, income taxes, depreciation and
   amortization and adjusted for impairment losses, preopening expense, theatre
   closure expense, gain (loss) on disposition of assets, equity in earnings of
   unconsolidated affiliates and extraordinary item.  Management of the Company
   has included Adjusted EBITDA  because it believes that Adjusted 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 Adjusted 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). Adjusted EBITDA
   as determined by the Company may not be comparable to EBITDA as reported by
   other companies.  In addition, Adjusted 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.
(6)There were no cash dividends declared on Common Stock during the last five
   fiscal years.

</TABLE>

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  or  close 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 Weeks) Ended April 1, 1999 and April 2, 1998

<TABLE>
<CAPTION>

                                        52 Weeks      52 Weeks
                                          Ended         Ended
                                         April 1,    April 2,
(Dollars in thousands)                    1999          1998     % Change
--------------------------------------------------------------------------
Revenues
<S>                                 <C>              <C>          <C>
 Domestic
 Admissions                          $  628,373     $530,653       18.4%
 Concessions                            299,534      251,025       19.3
 Other                                   20,822       16,052       29.7
                                        --------------------------------
                                        948,729      797,730       18.9
 International
 Admissions                              33,788       22,918       47.4
 Concessions                              7,813        4,992       56.5
 Other                                      944           59          *                        42,545    27,969
                                        --------------------------------
                                         42,545        27,969      52.1
 On-screen advertising and other         35,447        27,056      31.0
                                        --------------------------------
       Total revenues                $1,026,721      $852,755      20.4%
                                        ================================
Cost of Operations
 Domestic
  Film exhibition costs              $  340,653     $287,516       18.5%
  Concession costs                       46,262       40,109       15.3
 Rent                                   156,324      100,928       54.9
  Other                                 252,733      215,656       17.2
                                       --------------------------------
                                        795,972      644,209       23.6
 International
 Film exhibition costs                   17,784       12,410       43.3
 Concession costs                         2,425        1,953       24.2
 Rent                                     9,046        5,455       65.8
 Other                                   12,478        6,180          *
                                        --------------------------------
                                         41,733       25,998       60.5
 On-screen advertising and other         28,066       21,293       31.8
                                        --------------------------------
         Total cost of operations      $865,771     $691,500       25.2%
                                        ================================
* Percentage change in excess of 100%.
</TABLE>


<TABLE>
<CAPTION>

                                         52 Weeks      52 Weeks
                                           Ended         Ended
                                         April 1,      April 2,
(Dollars in thousands)                     1999           1998    % Change
---------------------------------------------------------------------------

General and Administrative
<S>                                  <C>            <C>             <C>
 Corporate and domestic                $  43,958     $  42,636        3.1%
 International                             9,770         6,879       42.0
 On-screen advertising and other           4,691         4,839       (3.1)
                                         --------------------------------
  Total general and administrative     $  58,419     $  54,354        7.5%
                                         ================================
Depreciation and Amortization
 Corporate and domestic                $  82,500     $  65,168       26.6%
 International                             4,407         2,534       73.9
 On-screen advertising and other           2,314         2,415       (4.2)
                                         --------------------------------
  Total depreciation and amortization  $  89,221     $  70,117       27.2%
                                         ================================
</TABLE>


      Revenues. Total revenues increased 20.4%, or $173,966,000, during the year
(52  weeks) ended April 1, 1999 compared to the year (52 weeks) ended  April  2,
1998.

      Total  domestic revenues increased 18.9%, or $150,999,000, from the  prior
year.   Admissions  revenues increased 18.4%, or $97,720,000,  due  to  a  14.5%
increase  in  attendance, which contributed $77,182,000 of the increase,  and  a
3.4%  increase  in average ticket prices, which contributed $20,538,000  of  the
increase.   Attendance at megaplexes (theatres with predominantly  stadium-style
seating)  increased  as a result of the addition of 11 new megaplexes  with  256
screens  since  April  2,  1998,  offset by a 3.5%  decrease  in  attendance  at
comparable  megaplexes  (theatres  opened before  fiscal  1998).  Attendance  at
multiplexes (theatres generally without stadium-style seating) decreased due  to
a 11.7% decrease in attendance at comparable multiplexes and the closure or sale
of  15  multiplexes  with  83  screens since April  2,  1998.   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 19.3%, or $48,509,000, due to the increase in total attendance,  which
contributed  $36,511,000  of  the  increase, and  a  4.2%  increase  in  average
concessions  per  patron, which contributed $11,998,000 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 52.1%, or  $14,576,000,  from  the
prior  year.  Admissions revenues increased 47.4%, or $10,870,000, due primarily
to an increase in attendance from the addition of a 24-screen megaplex in Spain,
a  16-screen megaplex in Japan, an 11-screen megaplex in China (Hong  Kong)  and
two  new  megaplexes with a total of 44 screens in Canada during  the  fifty-two
weeks  ended  April 1, 1999.  Attendance at comparable international  megaplexes
increased 7.7% for the year ended April 1, 1999 compared to the year ended April
2,  1998.  Concession revenues increased 56.5%, or $2,821,000, due primarily  to
the  increase  in  total  attendance.  International  revenues  were  negatively
impacted by a stronger U.S. dollar, although this did not have a material impact
on consolidated net earnings.

      On-screen  advertising and other revenues increased 31.0%, or  $8,391,000,
from  the prior year due to an increase in the number of screens served,  offset
by  a  change in the number of periods included in the results of operations  of
the Company's on-screen advertising business.

      Cost  of  Operations.   Total  cost  of  operations  increased  25.2%,  or
$174,271,000,  during the year (52 weeks) ended April 1, 1999  compared  to  the
year (52 weeks) ended April 2, 1998.

     Total domestic cost of operations increased 23.6%, or $15,763,000, from the
prior  year.   Film  exhibition costs increased 18.5%, or  $53,137,000,  due  to
higher  attendance, which contributed $52,946,000 of the increase, and a  slight
increase  in  the  percentage  of admissions paid to  film  distributors,  which
increased  film  exhibition costs by $191,000.  As a  percentage  of  admissions
revenues, film exhibition costs were 54.2% in the current and in the prior year.
Concession  costs  increased  15.3%,  or $6,153,000,  due  to  the  increase  in
concessions revenues, which contributed $7,751,000 of the increase, offset by  a
decrease  in  concession  costs as a percentage of concessions  revenues,  which
produced  a  decrease in concession costs of $1,598,000.   As  a  percentage  of
concessions  revenues, concession costs were 15.4% in the current year  compared
with 16.0% in the prior year. Rent expense increased 54.9%, or $55,396,000,  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  third  and  fourth
quarters  of  the  prior  year  of the real estate  assets  associated  with  13
megaplexes, including seven theatres opened during fiscal 1998, to Entertainment
Properties  Trust ("EPT"), a real estate investment trust (the "Sale  and  Lease
Back  Transaction"). Other cost of operations increased 17.2%,  or  $37,077,000,
from  the prior year primarily due to the higher number of screens in operation.
Other  cost of operations includes $2,801,000 of theatre closure expense related
to  actual and estimated costs to close multiplexes during the current year.  As
a  percentage of revenues, other cost of operations was 26.6% during the current
year as compared with 27.0% in the prior year.

     Total  international  cost of operations increased 60.5%,  or  $15,735,000,
from the prior year.  Film exhibition costs increased 43.3%, or $5,374,000,  due
to  higher attendance, offset by a decrease in the percentage of admissions paid
to  film  distributors. Rent expense increased 65.8%, or $3,591,000,  and  other
cost  of operations increased $6,298,000, from the prior year, primarily due  to
the  increased number of international screens in operation.  International cost
of  operations were positively impacted by a stronger U.S. dollar, although this
did not have a material impact on consolidated net earnings.

      On-screen  advertising and other cost of operations  increased  31.8%,  or
$6,773,000,  due  to an increase in the number of screens served,  offset  by  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 increased
7.5%, or $4,065,000, during the year (52 weeks) ended April 1, 1999.

     Corporate and domestic general and administrative expenses increased  3.1%,
or  $1,322,000,  primarily due to increased payroll and other  costs  associated
with the Company's expansion program.

      International  general  and administrative expenses  increased  42.0%,  or
$2,891,000, primarily due to the Company's international expansion program.

      On-screen  advertising  and  other  general  and  administrative  expenses
decreased  3.1%,  or  $148,000, primarily due to the change  in  the  number  of
periods  included  in  the  results of operations for  the  Company's  on-screen
advertising business.

      Depreciation  and  Amortization.  Depreciation and amortization  increased
27.2%,  or  $19,104,000, during the year (52 weeks) ended April 1, 1999.    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.

      Impairment of Long-lived Assets. During the fourth quarter of the  current
year,   the   Company  recognized  a  non-cash  impairment  loss  of  $4,935,000
($2,912,000 after tax, or $.13 per share) on 24 multiplexes with 186 screens  in
11  states  (primarily Georgia, Ohio, Texas and Colorado) including  a  loss  of
$937,000  associated  with 7 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 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.  Closure
or  other dispositions of certain multiplexes will result in expenses which  are
primarily  comprised  of expected payments to landlords to terminate  leases  or
conversion  costs. The Company anticipates that it will incur approximately  $15
million of costs related to the closure of approximately 34 multiplexes with 220
screens in fiscal 2000.  As of June 3, 1999, the Company had closed 18 of  these
multiplexes with 123 screens and recognized approximately $9 million of  theatre
closure  expense.  During fiscal 1999, the Company closed or sold 16 multiplexes
with 87 screens.

      During the second quarter of the prior 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.

      Interest Expense.  Interest expense increased 8.3%, or $2,949,000,  during
the  year  (52 weeks) ended April 1, 1999 compared to the prior year,  primarily
due to an increase in average outstanding borrowings and interest rates.

      Gain  on  Disposition of Assets.   Gain on disposition of assets decreased
from  a gain of $3,704,000 in the prior year to a gain of $2,369,000 during  the
current  year.   The prior and current year results both include  the  sales  of
three of the Company's multiplexes.

     Income Tax Provision.   The provision for income taxes decreased $6,100,000
to  a  benefit  of  $10,500,000  during the  current  year  from  a  benefit  of
$16,600,000 in the prior year.  The effective tax rate was 39.6% for the current
year compared to 40.4% for the previous year.

      Net  Earnings.  Net earnings improved by $8,483,000 during  the  year  (52
weeks)  ended April 1, 1999 to a loss of $16,016,000 from a loss of  $24,499,000
in  the  prior  year.   Net  loss per common share,  after  deducting  preferred
dividends, was $.69 compared to a loss of $1.59 in the prior year.
<TABLE>

Years (52/53 Weeks) Ended April 2, 1998 and April 3, 1997
<CAPTION>

                                     52 Weeks Ended  53 Weeks Ended
                                         April 2,    April 3,
(Dollars in thousands)                     1998          1997    % Change
--------------------------------------------------------------------------
Revenues
<S>                                   <C>         <C>            <C>
 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         27,056        18,974      42.6
                                        --------------------------------
Total revenues                          $852,755     $752,904      13.3%
                                        ================================
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                                     5,455        4,945       10.3
 Other                                    6,180        5,377       14.9
                                        --------------------------------
                                         25,998       18,744       38.7
 On-screen advertising and other         21,293       15,369       38.5
                                        --------------------------------
 Total cost of operations              $691,500     $583,309       18.5%
                                        ================================

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%.
</TABLE>

      Revenues. Total revenues increased 13.3%, or $99,851,000, 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.  Attendance at multiplexes  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 42.6%, or  $8,082,000,
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  18.5%,  or
$108,191,000,  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 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
10.3%,  or  $510,000, and other cost of operations increased 14.9%, or $803,000,
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  38.5%,  or
$5,924,000, 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  1998,  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.  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.

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 $67,167,000, $91,322,000 and  $109,339,000  in
fiscal years 1999, 1998 and 1997, respectively.

      The  Company  is  currently  expanding its domestic  theatre  circuit  and
entering  select  international markets.  During the current  fiscal  year,  the
Company  opened 16 megaplexes with 351 screens (including 5 megaplexes  with  95
screens  in international markets) and acquired four multiplexes with 29 screens
in  strategic film zones.  In addition, the Company sold three multiplexes  with
17  screens,  closed  12 multiplexes with 66 screens, closed  3  screens  at  an
existing megaplex and discontinued operating one managed theatre with one screen
resulting  in  a  circuit  total of 60 megaplexes with  1,335  screens  and  173
multiplexes with 1,400 screens as of April 1, 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.  During
fiscal  1999,  14  new  theatres with 301 screens were leased  from  developers.
Historically,  the  Company has owned and paid for the  equipment  necessary  to
fixture  a  theatre.  However, the Company entered into a master lease agreement
in  fiscal 1999 for up to $25,000,000 of equipment necessary to fixture  certain
theatres.  The  master  lease agreement has an initial term  of  six  years  and
includes  early termination and purchase options.  The Company classifies  these
leases  as  operating leases.  As of April 1, 1999, the Company had construction
in  progress of $97,688,000 and reimbursable construction advances (amounts  due
from  developers  on  leased  theatres) of  $22,317,000.   The  Company  had  14
megaplexes  with  316 screens under construction on April 1, 1999  (including  6
megaplexes with 140 screens in international markets).

      During  the  fifty-two weeks ended April 1, 1999, the Company had  capital
expenditures   of  $260,813,000.  The  Company  estimates  that  total   capital
expenditures  for 2000 will aggregate approximately $290 million.   Included  in
these  amounts  are  real estate assets of approximately $80 million  which  the
Company  plans  to place into  sale and leaseback or other comparable  financing
programs, which will have the effect of reducing the Company's net cash  outlays
to approximately $210 million.

      On  August  11,  1998,  the Company loaned one of its  executive  officers
$5,625,000  to  purchase 375,000 shares of Common Stock  of  the  Company  in  a
registered  secondary  offering.  On September  14,  1998,  the  Company  loaned
$3,765,000  to another of its executive officers to purchase 250,000  shares  of
Common  Stock  of the Company.  The 250,000 shares were purchased  in  the  open
market  and  unused  proceeds of $811,000 were repaid to the Company  leaving  a
remaining  unpaid principal balance of $2,954,000.  The loans are unsecured  and
are due in August and September of 2003, respectively, may be prepaid in part or
full  without  penalty,  and  are represented by  promissory  notes  which  bear
interest  at  a rate (5.57% per annum) at least equal to the applicable  federal
rate  prescribed by Section 1274 (d) of the Internal Revenue Code in  effect  on
the date of such loans, payable at maturity.

      On  January  27,  1999, the company sold $225 million aggregate  principal
amount of 9 1/2% Senior Subordinated Notes due 2011 (the "Notes due 2011") in  a
private  offering.   As required by the Indenture to the  Notes  due  2011,  the
Company consummated a registered offer on May 10, 1999 to exchange the Notes due
2011  for notes of the Company with terms identical in all material respects  to
the  Notes  due  2011.  Net proceeds from the issuance of  the  Notes  due  2011
(approximately $219.3 million) were used to reduce borrowings under  the  Credit
Facility.

      The  Notes due 2011 bear interest at the rate of 9 1/2% per annum, payable
in  February and August.  The Notes due 2011 are redeemable at the option of the
Company,  in  whole  or in part, at any time on or after  February  1,  2004  at
104.75%  of  the  principal amount thereof, declining ratably  to  100%  of  the
principal  amount  thereof  on or after February 1,  2007,  plus  in  each  case
interest accrued to the redemption date.  The Notes due 2011 are subordinated to
all  existing and future senior indebtedness (as defined in the Note  Indenture)
of   the  Company.   The  Notes  due  2011  are  unsecured  senior  subordinated
indebtedness  of the Company ranking equally with the Company's  9  1/2%  Senior
Subordinated Notes due 2009.

     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 .375%  or .500% 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.   The total commitment under the Credit  Facility  is  $425
million, but the facility contains covenants that limit the Company's ability to
incur  debt  (whether under the Credit Facility or from other sources).   As  of
April 1, 1999, the Company had outstanding borrowings of $123,000,000 under  the
Credit   Facility  at  an  average  interest  rate  of  8.00%  per  annum,   and
approximately  $162,000,000  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.
Covenants  under  the  Indentures  relating  to  the  Company's  9  1/2%  Senior
Subordinated Notes due 2009 and the Company's Senior Subordinated Notes due 2011
are  substantially  the  same  and  impose  limitations  on  the  incurrence  of
indebtedness,  dividends, purchases or redemptions of stock,  transactions  with
affiliates, and mergers and sale of assets, and require the Company to  make  an
offer  to  purchase  the notes upon the occurrence of a change  in  control,  as
defined  in  the Indentures. Upon a change of control (as defined  in  the  Note
Indentures),  the Company will be required to make an offer to  repurchase  each
holder's  Notes  due 2009 and Notes due 2011 at a price equal  to  101%  of  the
principal  amount  thereof  plus accrued and unpaid  interest  to  the  date  of
repurchase.   As  of  April  1, 1999, the Company was  in  compliance  with  all
financial covenants relating to the Credit Facility, the Notes due 2009 and  the
Notes due 2011.

     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 with options to extend for up to an additional  20  years.
The Company has granted an option to EPT to acquire one megaplex theatre 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 1, 1999, the Company had one
open  megaplex  and two megaplexes 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 megaplexes.  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 which may be received from sale and lease back transactions
and the available commitment amount under its Credit Facility will be sufficient
to fund operations and planned capital expenditures for the next 12 months.

      During  the  fifty-two weeks ended April 1, 1999, 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.
Preferred  Stock  dividend payments decreased $5,064,000  during  the  fifty-two
weeks  ended  April  1,  1999 compared to the prior year  as  a  result  of  the
conversions.

Deferred Tax Assets

      Readers  are cautioned that forward looking statements contained  in  this
section  should be read in conjunction with the Company's disclosures under  the
heading  "forward  looking  statements".  The following  special  factors  could
particularly  affect  the Company's ability to achieve  the  required  level  of
future  taxable  income  to enable it to realize its deferred  tax  assets:  (i)
competition;  (ii)  the ability to open or close screens as  currently  planned;
(iii) the performance of films licensed by the Company; and (iv) future megaplex
attendance levels.

     The Company has recorded net current and non-current deferred tax assets in
accordance  with Statement of Financial Accounting Standards No. 109, Accounting
for  Income Taxes, of $65 million as of April 1, 1999 and estimates that it must
generate  at  least  $176  million of future taxable  income  to  realize  those
deferred tax assets. To achieve this level of future taxable income, the Company
intends  to pursue its current strategy that includes expansion of its  megaplex
theatre circuit and closing less profitable multiplexes.

      The  table  below  reconciles  earnings (loss)  before  income  taxes  for
financial statement purposes with taxable income (loss) for income tax purposes:
<TABLE>
<CAPTION>
                                (estimated)
                            52 Weeks Ended   52 Weeks Ended  53 Weeks Ended
                                 April 1,       April 2,        April 3,
(Dollars in thousands)              1999           1998           1997
---------------------------------------------------------------------------
<S>                           <C>            <C>            <C>
Earnings (loss) before
      income taxes            $  (26,516)    $  (41,099)     $  31,895

Depreciation & amortization      (17,790)       (11,309)      (15,421)
Gain on disposition of assets           -         16,471         (986)
Gain on sale to EPT               (1,247)         16,238             -
Impairment of long-lived assets     3,542         41,540         4,612
Other                               8,660            152         8,373
                                 --------------------------------------

Taxable income (loss)         $  (33,351)      $  21,993     $  28,473
                                 ======================================
</TABLE>


      The  Company's federal income tax net operating loss of $33.4 million  for
the  fiscal  year ended April 1, 1999 will be carried back to the  fiscal  years
ended  April 3, 1997 and April 2, 1998, and fully absorbed in those years.   The
Company's  foreign  subsidiaries  have  net  operating  loss  carryforwards   in
Portugal,  Spain, France and the Untied Kingdom aggregating $3.9  million,  $2.2
million  of which may be carried forward indefinitely and the balance  of  which
expires  in  2006.   The  Company's state income tax loss carryforwards  of  $33
million may be used over various periods ranging from 5 to 20 years.

      The Company anticipates that net temporary differences should reverse  and
become  available as tax deductions as follows: during 2000, $34 million;  2001,
$41 million; 2002, $22 million; 2003, $52 million; 2004, $5 million; thereafter,
$22 million.

Year 2000  Readiness Disclosure

      Potential Impact on Company.  The failure of information technology ("IT")
and  embedded, or ("non-IT") systems, because of the Year 2000 issue or
otherwise, could  adversely  affect  the  Company's operations.
If  not  corrected,  many
computer-based  systems and theatre equipment, such as air conditioning  systems
and  fire  and  sprinkler  systems, could encounter  difficulty  differentiating
between  the year 1900 and the year 2000 and interpreting other dates, resulting
in system malfunctions, corruption of data or system failure.  Additionally, the
Company  relies upon outside third parties ("business partners") to supply  many
of  the  products  and  services that it needs in its business.   Such  products
include  films  which  it  exhibits and concessions  products  which  it  sells.
Attendance at the Company's theatres could be severely impacted if one  or  more
film producers are unable to produce new films because of Year 2000 issues.  The
Company  could  suffer other business disruptions and loss of  revenues  if  any
other  types of material business partners fail to supply the goods or  services
necessary for the Company's operations.

      IT  Systems.  The Company utilizes a weighted methodology to evaluate  the
readiness  of  its  corporate and theatre level IT systems.  For  this  purpose,
corporate  and  theatre system types include commercial off-the-shelf  software,
custom in-house developed software, ticketing system software, concession system
software and hardware systems such as workstations and servers.  The Company has
weighted  each  corporate and theatre system based on its overall importance  to
the organization.  The Company's readiness is evaluated in terms of a five-phase
process  utilized in the Year 2000 strategic plan (the "Plan") with  appropriate
weighting given to each phase based on its relative importance to IT system Year
2000  readiness. The phases may generally be described as follows:  (i)  develop
company-wide awareness; (ii) inventory and assess internal systems and  business
partners,  and  develop contingency plans for systems that cannot be  renovated;
(iii)  renovate  critical systems and contact material business  partners;  (iv)
validate  and  test  critical systems, analyze responses from critical  business
partners  and  develop  contingency plans for non-compliant  partners;  and  (v)
implement  renovated systems and contingency plans.  The Company  has  placed  a
high  level  of importance on its corporate and theatre software systems  and  a
lesser  degree of importance on its hardware systems when evaluating  Year  2000
readiness.   As  a  result, the Company has focused more of its initial  efforts
toward Year 2000 readiness with respect to its software systems than it has with
respect  to its hardware systems.  Additionally, the Company believes  that  the
assessment,  validation  and  testing and implementation  phases  are  the  most
important phases in its Plan.

     Based  on  the  weighting  methodology described  above,  the  Company  has
assessed  99% of its corporate IT systems and as of April 1, 1999 has  renovated
82% of those systems that require renovation as a result of the Year 2000 issue.
Of  the renovated systems, 66% have been tested, verified and implemented  on  a
company-wide basis.  In the aggregate, as of April 1, 1999, 79% of the Company's
corporate IT systems have been tested and verified as being Year 2000 ready. The
percentage of corporate IT systems that have been tested and verified  as  being
Year 2000 ready assumes that a significant component of commercial-off-the-shelf
software,  the recently installed Oracle financial applications,  is  Year  2000
ready. This system was warranted to be Year 2000 ready when purchased.  Although
the  Company  has plans to test and verify the Oracle financial applications  to
validate that the implementation is in fact Year 2000 ready, it does not believe
that   it   has  a  significant  risk  with  respect  to  the  Oracle  financial
applications.

     Based  on  the  weighting  methodology described  above,  the  Company  has
assessed  100%  of its theatre IT systems and as of April 1, 1999 has  renovated
89% of those systems that require renovation as a result of the Year 2000 issue.
Of  the  renovated systems, 4% have been tested, verified and implemented  on  a
company-wide basis.  In the aggregate, as of April 1, 1999, 61% of the Company's
theatre IT systems have been tested and verified as being Year 2000 ready.

     Overall, the Company has assessed its Plan with respect to IT systems as
being 75% complete as of April 1, 1999.  Although, no assurance can be given,
the Company does not believe that it has material exposure to the Year 2000
issue with respect to its internal IT systems.

      Non-IT  Systems.  The Company's non-IT systems are in the final stages  of
assessment.   Based  on  budgeted and expended personnel  hours,  assessment  of
critical  non-IT  systems was approximately 90% complete as of  April  1,  1999.
Testing  of  individual  non-IT systems and resultant remediation  efforts  have
begun.   The  Company's goal is to complete testing and remediation of  critical
individual systems by July 30, 1999, and to complete testing and remediation  of
critical systems on an integrated basis by October 30, 1999.

      Third  Parties. The Company is in the process of identifying and assessing
potential  Year  2000  readiness  risks associated  with  its  outside  business
partners.  The inventory of the Company's business partners was complete  as  of
April  1,  1999.  Material business partners have been contacted by the Company.
Evaluation of material business partners' responses and their state of Year 2000
readiness was underway and ongoing as of April 1, 1999.

      Contingency Planning.   Although the Company presently does not  have  all
contingency  plans in place to address the possibility that  either  it  or  its
material business partners may not be Year 2000 ready, it has an ongoing process
to  develop such plans as the results of systems testing and remediation and the
status of business partners' Year 2000 readiness become known.

      The  Company's revised goals are to complete and approve contingency plans
for  critical systems and material business partners by July 30, 1999.   Changes
to  such  contingency  plans will be implemented as  necessary  in  response  to
additional  data  gathered  via  testing,  remediation,  and  business   partner
contacts.

      Costs.   Although a definitive estimate of costs associated with  required
modifications  to address the Year 2000 issue cannot be made until  the  Company
has  at  least completed the assessment phase of its Plan, presently  management
does  not  expect  such  costs  to  be material  to  the  Company's  results  of
operations,  liquidity or financial condition.  The total amount  expended  from
July  1,  1996  through  May  31,  1999 was approximately  $480,000.   Based  on
information  presently known, the total amount expected to be  expended  on  the
Year 2000 effort for IT systems is approximately $1,600,000, primarily comprised
of  software  upgrades  and  replacement costs,  internal  personnel  hours  and
consulting costs.  To date, the Year 2000 effort has been funded primarily  from
the IT budget.

      Readers  are cautioned that forward looking statements contained  in  this
section  should be read in conjunction with the Company's disclosures under  the
heading "forward looking statements".  In addition to the factors listed therein
which  could  cause actual results to be different from those  anticipated,  the
following  special factors could affect the Company's ability to  be  Year  2000
ready:   (i)  the Company's ability to implement the Plan, (ii) cooperation  and
participation by business partners, (iii) the availability and cost  of  trained
personnel  and  the ability to recruit and retain them and (iv) the  ability  to
locate all system coding requiring correction.

Euro Conversion

      A  single currency called the euro was introduced in Europe on January  1,
1999.   Certain member countries of the European Union adopted the euro as their
common  legal  currency  on  that date.  Fixed conversion  rates  between  these
participating countries' existing currencies (the "legacy currencies")  and  the
Euro  were  established  as  of  that  date.   The  transition  period  for  the
introduction  of the Euro is scheduled to continue until January 1,  2002,  with
the legacy currencies being completely removed from circulation on July 1, 2002.
During  this transition period, parties may pay for items using either the  euro
or a participating country's legacy currency.

      The Company currently operates one theatre in Portugal and one theatre  in
Spain.   Both countries are member countries that adopted the Euro as of January
1,   1999.   The  Company  has  implemented  necessary  changes  to  accounting,
operational,  and payment systems to accommodate the introduction of  the  Euro.
The  Company does not anticipate that the conversion will have a material impact
on its consolidated financial position, results of operations or cash flows.

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  1999,  the  Financial Accounting  Standards  Board  issued
Statement of Financial Accounting Standards No. 133 ("SFAS 133"), Accounting for
Derivative Instruments and Hedging Activities. The statement requires  companies
to  recognize  all  derivatives  as  either  assets  or  liabilities,  with  the
instruments measured at fair value.  The accounting for changes in fair value of
a  derivative  depends on the intended use of the derivative and  the  resulting
designation.   The statement is effective for all fiscal years  beginning  after
June  15,  1999.  The statement will become effective for the Company in  fiscal
2001.  However,  a  recently proposed amendment to  SFAS  133  would  defer  the
effective  date for fiscal years beginning after June 15, 2000, or  fiscal  2002
for  the Company.  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.

Other

      A  subsidiary  of  the Company is involved with the pre-development  of  a
retail/entertainment  district in downtown Kansas City, Missouri  known  as  the
"Power  &  Light District."  Under the terms of the subsidiary's agreement  with
the Tax Increment Financing Commission of Kansas City, Missouri and the City  of
Kansas City, Missouri, the subsidiary is required to meet certain financial  and
other  conditions in order to receive assistance in financing the  project.   In
the  event  that  the  Company is not successful in meeting those  requirements,
carrying costs related to the project will have to be expensed.  Carrying  costs
related to the project were approximately $3 million as of April 1, 1999.

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

     The Company is exposed to various market risks including interest rate risk
and  foreign  currency  exchange  rate risk.  The  Company  does  not  hold  any
derivative financial instruments.

      Market risk on variable rate financial instruments:  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.  Increases  in
market  interest  rates  would cause interest expense to increase  and  earnings
before  income  taxes to decrease. The change in interest expense  and  earnings
before  income  taxes  would be dependent upon the weighted average  outstanding
borrowings during the reporting period following an increase in market  interest
rates.   Based on the Company's current outstanding borrowings under the  Credit
Facility  at  an  average interest rate of 8.0% per annum,  a  100  basis  point
increase  in market interest rates would increase interest expense and  decrease
earnings before income taxes by approximately $1.2 million.

     Market risk on fixed-rate financial instruments: Included in long-term debt
are  $200 million of 9 1/2% Senior Subordinated Notes due 2009  and $225 million
of  9  1/2%  Senior Subordinated Notes due 2011.  Increases in  market  interest
rates  would generally cause a decrease in the fair value of the Notes due  2009
and  the  Notes due 2011 and a decrease in market interest rates would generally
cause an increase in fair value of the Notes due 2009 and the Notes due 2011.

     Foreign currency exchange rates: The Company currently operates theatres in
Portugal, Japan, Spain, China (Hong Kong) and Canada and is currently developing
theatres  in other international markets.  As a result of these operations,  the
Company  has assets, liabilities, revenues and expenses denominated  in  foreign
currencies.  The  strengthening  of  the  U.S.  dollar  against  the  respective
currencies  causes  a  decrease in the carrying values of  assets,  liabilities,
revenues  and expenses denominated in such foreign currencies and the  weakening
of  the U.S. dollar against the respective currencies causes an increase in  the
carrying  values  of  these  items.  The  increases  and  decreases  in  assets,
liabilities,   revenues  and  expenses  are  included   in   accumulated   other
comprehensive  income.  Changes in foreign currency exchange rates  also  impact
the  comparability of earnings in these countries on a year-to-year  basis.   As
the  U.S. dollar strengthens comparative translated earnings decrease and as the
U.S.  dollar  weakens  comparative translated earnings from  foreign  operations
increase.    Although  the  Company  does not currently  hedge  against  foreign
currency  exchange rate risk, it does not intend to repatriate  funds  from  the
operations of its Japanese and European theatres but instead intends to use them
to fund additional expansion.  A 10% fluctuation in the value of the U.S. dollar
against all foreign currencies of countries where the Company currently operates
theatres  would  either increase or decrease earnings before  income  taxes  and
accumulated  other comprehensive income by approximately $0.8 million  and  $9.2
million, respectively.

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


In  our  opinion, the accompanying consolidated balance sheets and  the  related
consolidated  statements  of operations, stockholders'  equity  and  cash  flows
present  fairly,  in  all  material respects,  the  financial  position  of  AMC
Entertainment Inc. and subsidiaries (the "Company") at April 1, 1999  and  April
2,  1998, and the results of their operations and their cash flows for  each  of
the  three  fiscal years in the period ended April 1, 1999, in  conformity  with
generally  accepted accounting principles.  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  of  these  statements  in accordance with  generally  accepted  auditing
standards  which 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,  assessing  the
accounting  principles used and significant estimates made  by  management,  and
evaluating  the overall financial statement presentation.  We believe  that  our
audits provide a reasonable basis for the opinion expressed above.



/s/  PricewaterhouseCoopers LLP
Kansas City, Missouri
May 7, 1999

<TABLE>

                           AMC ENTERTAINMENT INC.
                    CONSOLIDATED STATEMENTS OF OPERATIONS
                    (In thousands, except per share data)
<CAPTION>
                                     52 Weeks    52 Weeks      53 Weeks
                                       Ended       Ended        Ended
                                     April 1,      April 2,     April 3,
                                        1999         1998         1997
                                     ------------------------------------
Revenues
<S>                                 <C>          <C>         <C>
  Admissions                         $662,161     $553,571    $492,951
  Concessions                         307,347      256,017     225,167
  Other                                57,213       43,167      34,786
                                     ---------------------------------
  Total revenues                    1,026,721      852,755     752,904
Expenses
  Film exhibition costs               358,437      299,926     258,809
  Concession costs                     48,687       42,062      36,748
  Other                               458,647      349,512     287,752
                                     ---------------------------------
  Total cost of operations            865,771      691,500     583,309

  General and administrative           58,419       54,354      56,647
  Depreciation and amortization        89,221       70,117      52,572
  Impairment of long-lived assets       4,935       46,998       7,231
                                     ---------------------------------
  Total expenses                    1,018,346      862,969     699,759
                                     ---------------------------------
  Operating income (loss)               8,375     (10,214)      53,145

Other expense (income)
   Interest expense
 Corporate borrowings                  30,195      26,353       12,016
 Capital lease obligations              8,433       9,326       10,006
   Investment income                  (1,368)      (1,090)        (856)
   Loss (gain) on disposition
       of assets                      (2,369)      (3,704)          84
                                     ---------------------------------
Earnings (loss) before income taxes  (26,516)     (41,099)      31,895
Income tax provision                 (10,500)     (16,600)      12,900
                                     ---------------------------------
Net earnings (loss)                  $(16,016)   $(24,499)     $18,995
                                     =================================
Preferred dividends                         -        4,846       5,907
                                     ---------------------------------
Net earnings (loss) for common shares$(16,016)   $(29,345)     $13,088
                                     =================================

Earnings (loss) per share:
  Basic                                $  (.69)      $(1.59)     $  .75
                                     ==================================
  Diluted                              $  (.69)      $(1.59)     $  .74
                                     ==================================

See Notes to Consolidated Financial Statements.
</TABLE>
<TABLE>

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

                                                       April 1, April 2,
                                                         1999 1998
                                                         -----------------
ASSETS
<S>                                                 <C>        <C>
Current assets:
 Cash and equivalents                                $ 13,239   $ 9,881
 Receivables, net of allowance for doubtful
      accounts of $540 as of April 1, 1999
      and $706 as of April 2, 1998                     18,325    13,018
 Reimbursable construction advances                    22,317    58,488
 Other current assets                                  48,707    25,736
                                                     ------------------
  Total current assets                                102,588   107,123
Property, net                                         726,025   562,158
Intangible assets, net                                 18,723    22,066
Other long-term assets                                128,394   104,433
                                                     ------------------

  Total assets                                       $975,730  $795,780
                                                     ==================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
 Accounts payable                                    $ 69,381 $  72,633
 Construction payables                                 24,354    24,588
 Accrued expenses and other liabilities                77,304    72,598
 Current maturities of corporate borrowings
   and capital lease obligations                       18,017     4,017
                                                     ------------------
  Total current liabilities                           189,056   173,836
Corporate borrowings                                  547,045   348,990
Capital lease obligations                              44,558    50,605
Other long-term liabilities                            79,606    82,894
                                                     ------------------
  Total liabilities                                   860,265   656,325
Stockholders' equity:
  $1.75 Cumulative Convertible Preferred
   Stock, 66 2/3 par value; 1,800,331
   shares issued and outstanding as of
   April 2, 1998(aggregate liquidation
   preference of $45,008 as of April 2, 1998)               -     1,200
  Common Stock, 66 2/3 par value; 19,447,598
   and 15,376,821 shares  issued as of
   April 1, 1999 and April 2, 1998, respectively       12,965    10,251
  Convertible Class B Stock, 66 2/3
    par value; 4,041,993 and 5,015,657  shares
    issued and outstanding as of April 1, 1999
    and April 2, 1998, respectively                     2,695     3,344
  Additional paid-in capital                          106,713   107,676
  Accumulated other comprehensive income              (2,690)   (3,689)
  Retained earnings                                     5,026    21,042
                                                     ------------------
                                                      124,709   139,824
  Less:
   Employee notes for Common Stock purchases            8,875         -
   Common Stock in treasury, at cost, 20,500
     shares as of April 1, 1999 and April 2, 1998         369       369
                                                     ------------------
  Total stockholders' equity                          115,465   139,455
                                                     ------------------
  Total liabilities and stockholders' equity         $975,730  $795,780

                                                     ==================

See Notes to Consolidated Financial Statements.
</TABLE>
<TABLE>

                           AMC ENTERTAINMENT INC.
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                    (In thousands, except per share data)
<CAPTION>
                                         52 Weeks    52 Weeks    53 Weeks
                                          Ended       Ended       Ended
                                          April 1,   April 2,    April 3,
                                           1999        1998        1997
                                        ----------------------------------
INCREASE (DECREASE) IN CASH
    AND EQUIVALENTS

Cash flows from operating activities:
<S>                                    <C>         <C>         <C>
   Net earnings (loss)                  $(16,016)  $(24,499)    $18,995
   Adjustments to reconcile net
    earnings (loss) to net cash
    provided by operating activities:
Impairment of long-lived assets            4,935      46,998      7,231
Depreciation and amortization             89,221      70,117     52,572
Deferred income taxes                      2,562    (37,325)    (2,476)
Loss (gain) on disposition of
    long-term assets                     (2,369)     (3,704)         84
Change in assets and liabilities:
  Receivables                            (5,307)     (3,180)    (1,451)
  Other current assets                  (19,694)     (4,835)      1,578
  Accounts payable                       (1,736)       6,066     16,751
  Accrued expenses and other
    liabilities                           15,118      42,231     13,283
Other, net                                   453       (547)      2,772
                                        --------------------------------
  Net cash provided by operating
    activities                            67,167      91,322    109,339
                                        --------------------------------
Cash flows from investing activities:
  Capital expenditures                  (260,813)  (389,217)  (253,380)
  Proceeds from sale/leasebacks                -     283,800          -
  Investments in real estate             (8,935)     (4,349)    (7,692)
Net change in reimbursable
   construction advances                 36,171    (25,295)   (21,076)
  Preopening expenditures               ( 8,049)    (10,026)    (6,827)
  Proceeds from disposition of
    long-term assets                      10,255      18,111     15,054
  Other, net                             (7,946)     (6,761)    (9,996)
                                        --------------------------------
Net cash used in investing activities
                                       (239,317)   (133,737)  (283,917)
                                        --------------------------------
Cash flows from financing activities:
Net borrowings (repayments) under
      Credit Facility                   (27,000)      40,000   (10,000)
Proceeds from issuance of 9 1/2%
    Senior Subordinated Notes due 2009         -           -    198,938
Proceeds from issuance of 9 1/2%
    Senior Subordinated Notes due 2011   225,000           -          -
Principal payments under capital
      lease obligations and other        (6,047)     (3,385)    (2,835)
Repurchase of 11 7/8% Senior and
      12 5/8% Senior Subordinated Notes        -     (5,817)          -
Cash overdrafts                          (1,516)       4,691   (11,673)
  Change in construction payables          (234)     (1,903)     24,735
  Funding of employee notes for Common
      Stock purchases, net               (8,579)           -          -
  Proceeds from exercise of stock
      options                                  -         647        140
  Dividends paid on $1.75 Preferred
      Stock                                    -     (5,064)    (5,993)
  Deferred financing costs and other     (6,556)     (1,466)    (4,595)
                                        --------------------------------
Net cash provided by financing
      activities                         175,068      27,703    188,717
                                        --------------------------------
Effect of exchange rate changes on
      cash and equivalents                   440       (122)      (219)
                                        --------------------------------
Net increase (decrease) in cash and
      equivalents                          3,358    (14,834)     13,920
Cash and equivalents at beginning
      of year                              9,881      24,715     10,795
                                        --------------------------------
Cash and equivalents at end of year     $  13,239    $ 9,881  $ 24,715
                                        ================================

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
--------------------------------------------------
 Cash paid during the period for:
  Interest (net of amounts
      capitalized of  $7,040,
      $8,264, and $3,344)              $  40,928     $42,901   $24,188
  Income taxes, net                        3,267      22,287      6,285
 Schedule of non-cash investing and
    financing activities:
 Mortgage note incurred directly for
    investments in real estate       $  14,000             -          -

</TABLE>


See Notes to Consolidated Financial Statements.
<TABLE>
                             AMC ENTERTAINMENT INC.
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                 (In thousands, except share and per share data)
<CAPTION>

                                                                                                        Accumulated
                                $1.75 Cumulative                              Convertible    Additional     Other
                                  Preferred Stock      Common Stock         Class B Stock      Paid-in  Comprehensive
                                Shares      Amount  Shares     Amount   Shares     Amount     Capital   Income
                               --------------------------------------------------------------------------------------
<S>                            <C>        <C>     <C>        <C>       <C>          <C>      <C>         <C>     <C>
Balance, March 29, 1996         4,000,000   $2,667  5,388,880   $3,593  11,157,000    $7,438   $107,986      $-
Comprehensive Income:
 Net earnings                           -        -          -        -            -      -         -         -
 Foreign currency
  translation adjustment                -        -          -        -            -      -         -    (2,048)
  Comprehensive Income
  Exercise of options on
   Common Stock                         -        -     15,000      10             -      -       130         -
  Preferred Stock conversions   (696,400)    (465)  1,200,589      800            -      -     (335)         -
  Dividends declared: $1.75
   Preferred Stock                      -        -          -        -            -      -         -         -
                      --------------------------------------------------------------------------------------

Balance, April 3, 1997          3,303,600    2,202  6,604,469   4,403    11,157,000  7,438   107,781    (2,048)
Comprehensive Income:
 Net loss                               -        -          -        -            -      -         -          -
 Foreign currency
  translation adjustment                -        -          -        -            -      -         -    (1,641)
 Comprehensive Loss
 Exercise of options on
  Common Stock                          -        -     39,400       26            -      -       621          -
  $1.75 Preferred Stock
   conversions                (1,503,269)  (1,002)  2,591,614    1,728            -      -     (726)          -
  Dividends declared:
   $1.75 Preferred Stock                -        -          -        -            -      -         -          -
  Cancellation of Common and
   Class B Stock owned by
   Durwood, Inc.                        -        -(2,641,951)  (1,762) (11,157,000)(7,438)         -          -
  Issuance of Common and
   Class B Stock                        -        -  8,783,289    5,856    5,015,657  3,344         -          -
                           --------------------------------------------------------------------------------------

Balance, April 2, 1998          1,800,331    1,200 15,376,821   10,251    5,015,657  3,344   107,676    (3,689)
Comprehensive Income:
 Net loss                               -        -          -        -            -      -         -          -
 Foreign currency
  translation adjustment                -        -          -        -            -      -         -        999
Comprehensive Loss
$1.75 Preferred Stock
 conversions                  (1,800,331)  (1,200)  3,097,113    2,065            -      -     (963)          -
Class B Stock conversions               -        -    973,664      649    (973,664)  (649)         -          -
Issuance of employee notes for
   Common Stock purchases               -        -          -        -            -      -         -          -
                                --------------------------------------------------------------------------------------

Balance, April 1, 1999                  -  $     - 19,447,598  $12,965    4,041,993 $2,695  $106,713   $(2,690)

=====================================================================================

 See Notes to Consolidated Financial Statements.
                             AMC ENTERTAINMENT INC.
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                 (In thousands, except share and per share data)

                                               Employee
                                              Notes for

                                              Common           Common Stock      Total
                                  Retained     Stock           in Treasury      Stockholders'
                                  Earnings    Purchases     Shares     Amount      Equity
                          ----------------------------------------------------------
<S>                              <C>              <C>       <C>        <C>       <C>
Balance, March 29, 1996           $37,603            $-       20,500    $(369)   $158,918
  Comprehensive Income:
 Net earnings                      18,995             -            -         -     18,995
 Foreign currency
  translation adjustment                -             -            -         -     (2,048)
  Comprehensive Income                                                              16,947
  Exercise of options on
   Common Stock                         -             -            -         -        140
  Preferred Stock conversions           -             -            -         -           -
  Dividends declared:
   $1.75 Preferred Stock          (5,993)                          -         -    (5,993)
                           ----------------------------------------------------------


Balance, April 3, 1997             50,605             -      20,500      (369)     170,012
Comprehensive Income:
 Net loss                        (24,499)             -            -         -    (24,499)
 Foreign currency
  translation adjustment                -             -            -         -     (1,641)
 Comprehensive Loss                                                               (26,140)
 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
                                   ----------------------------------------------------------

Balance, April 2, 1998             21,042             -       20,500     (369)     139,455
Comprehensive Income:
 Net loss                        (16,016)             -            -         -    (16,016)
 Foreign currency
  translation adjustment                -             -            -         -         999
Comprehensive Loss                                                                (15,017)
$1.75 Preferred Stock conversions       -             -            -         -        (98)
Class B Stock conversions               -             -            -         -           -
Issuance of employee notes for
   Common Stock purchases               -       (8,875)            -         -     (8,875)
                                   ----------------------------------------------------------

Balance, April 1, 1999             $5,026      $(8,875)       20,500    $(369)    $115,465

==========================================================
</TABLE>

See Notes to Consolidated Financial Statements.


                           AMC ENTERTAINMENT INC.
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
          Year (52 Weeks) Ended April 1, 1999 and April 2, 1998 and
                     Year (53 Weeks) Ended April 3, 1997

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 theatrical exhibition business  throughout  the
United States and in Japan, Portugal, Spain, China (Hong Kong) and Canada.   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 1999 and 1998 fiscal years reflect  a  52
week  period and fiscal year 1997 reflects a 53 week period.  Fiscal  year  2000
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 1, 1999 and April 2,  1998  was
$14,350,000 and $15,866,000, 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                                 3 to 40 years
 Leasehold improvements                                     1 to 20 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 $37,341,000 and $39,381,000 as
of April 1, 1999 and April 2, 1998, respectively.

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

Impairment  of  Long-lived  Assets: As part of the  Company's  annual  budgeting
process,  management  reviews  long-lived  assets,  including  intangibles,  for
impairment  or  whenever events or changes in circumstances  indicate  that  the
carrying  amount  of the assets may not be fully recoverable.   Management  will
periodically review internal management reports as well as monitor  current  and
potential future competition in its markets for indicators of changes in  events
or   circumstances  that  indicate  impairment  of  individual  theatre  assets.
Management evaluates its theatres using historical and budgeted data of  theatre
level  cash flow as its primary indicator of potential impairment.  As a  result
of  this  analysis, 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.  In addition, when management considers
closing a theatre, it is reviewed for impairment.  The impairment evaluation  is
based  on  the  estimated  cash flows from continuing  use  until  the  expected
disposal  date plus the expected terminal value.  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.   There  is  considerable
management  judgment necessary to determine the future cash flows of a  theatre,
and accordingly, actual results could vary significantly from such estimates.

If theatres currently have sufficient estimated future cash flows to realize the
related  carrying amount of theatre assets, but management believes that  it  is
not  likely  the  theatre will be operated to the end of  its  lease  term,  the
estimated   economic  life  of  the  theatre  assets  are  revised  to   reflect
management's  best  estimate of the economic life  of  the  theatre  assets  for
purposes of recording depreciation.

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.  In 1999, as a result of projected declines in future cash flows of
certain  multiplexes  due  primarily to competition from  newer  megaplexes  and
expected  closure  of  certain multiplexes, the Company  recognized  a  non-cash
impairment  loss of $4,935,000 ($2,912,000 after tax, or $.13 per share)  on  24
multiplexes with 186 screens.

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 accumulated other comprehensive
income.   Gains  and  losses  from foreign currency transactions,  except  those
intercompany transactions of a long-term investment nature, are included in  net
earnings and have not been material.

Earnings  per  Share:  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.

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

Income  taxes:   The  Company  accounts for  income  taxes  in  accordance  with
Statement of Financial Accounting Standards No. 109 ("SFAS 109"), Accounting for
Income  Taxes.   Under  SFAS 109, deferred income tax  effects  of  transactions
reported  in  different periods for financial reporting and  income  tax  return
purposes  are recorded by the liability method.  This method gives consideration
to  the  future  tax  consequences  of deferred  income  or  expense  items  and
immediately  recognizes changes in income tax laws upon enactment.   The  income
statement effect is generally derived from changes in deferred income  taxes  on
the balance sheet.

New  Accounting Pronouncements:  During 1999, the Company adopted  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,  SFAS  131  requires new disclosures of  segment  information  in  a
company's financial statements, and SFAS 132 requires disclosures about  pension
and  other  postretirement  benefit plans in a company's  financial  statements.
Adoption of these statements did not impact the Company's consolidated financial
position, results of operations or cash flows.

During  1999,  the  Company  adopted 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. Adoption of this statement did not 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 of approximately $9.9 million, before taxes.

During fiscal 1999, the Emerging Issues Task Force (EITF) released Issue No. 97-
10, The Effect of Lessee Involvement in Asset Construction.  Issue No. 97-10  is
applicable  to  entities  involved  on  behalf  of  an  owner-lessor  with   the
construction of an asset that will be leased to the lessee when construction  of
the asset is completed.   Historically, the Company has been responsible for the
construction of leased theatres and for paying project costs that were in excess
of  an  agreed upon amount to be reimbursed from the developer.  Issue No. 97-10
will require the Company to be considered the owner (for accounting purposes) of
these  types  of  projects during the construction period.   As  a  result,  the
Company  will have to record future leases as indebtedness on its Balance  Sheet
unless  the Company changes its involvement in the construction of new theatres.
The  consensus  reached  in  Issue No. 97-10 applies  to  construction  projects
committed  to after May 21, 1998 and also to those projects that were  committed
to on May 21, 1998 if construction does not commence by December 31, 1999.

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  Mr.
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

A summary of property is as follows:

<TABLE>
<CAPTION>

 (In thousands)                                           1999     1998
---------------------------------------------------------------------------
<S>                                                   <C>        <C>
Property owned:
 Land                                                  $  38,465   $32,102
 Buildings and improvements                               157,331  115,260
 Leasehold improvements                                   346,809  257,336
 Furniture, fixtures and equipment                        514,548  427,096
                                                       --------------------
                                                        1,057,153  831,794
 Less-accumulated depreciation and amortization           347,692  288,503
                                                       --------------------
                                                          709,461  543,291
Property leased under capital leases:
 Buildings and improvements                                61,825   63,955
 Less-accumulated amortization                             45,261   45,088
                                                       --------------------
                                                           16,564   18,867
                                                       --------------------
                                                         $726,025$  562,158
                                                       ====================
</TABLE>

Included  in property is $97,688,000 and $76,698,000 of construction in progress
as of April 1, 1999 and April 2, 1998, respectively.

NOTE 4 - SUPPLEMENTAL BALANCE SHEET INFORMATION

Other assets and liabilities consist of the following:
<TABLE>
<CAPTION>


(In thousands)                                            1999     1998
--------------------------------------------------------------------------

Other current assets:
<S>                                                    <C>    <C>
 Prepaid rent                                            $16,531$  10,843
 Deferred income taxes                                    13,819   10,542
 Income taxes receivable                                  12,149        -
 Other                                                     6,208    4,351
                                                       -------------------
                                                         $48,707  $25,736
                                                       ===================
Other long-term assets:
 Investments in real estate                              $34,059$  14,702
 Deferred financing costs                                 13,399    8,098
 Deferred income taxes                                    51,133   56,972
 Preopening costs                                          9,935   10,614
 Other                                                    19,868   14,047
                                                       -------------------
                                                      $  128,394 $104,433
                                                       ===================
Accrued expenses and other liabilities:
 Taxes other than income                                $16,303  $ 13,952
 Income taxes                                                  -    4,180
 Interest                                                  5,198    1,498
 Payroll and vacation                                      5,853    5,297
 Casualty claims and premiums                              4,817    5,295
 Deferred income                                          36,896   31,387
 Accrued bonus                                             3,981    5,621
 Other                                                     4,256    5,368
                                                       -------------------
                                                        $77,304  $ 72,598
                                                       ===================
</TABLE>

NOTE 5 - CORPORATE BORROWINGS AND CAPITAL LEASE OBLIGATIONS

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

<TABLE>
<CAPTION>


 (In thousands)                                           1999      1998
---------------------------------------------------------------------------
<S>                                                   <C>      <C>
$425 million Credit Facility due 2004                   $123,000 $150,000
9 1/2% Senior Subordinated Notes due 2011                225,000        -
9 1/2% Senior Subordinated Notes due 2009                199,045  198,990
Capital lease obligations, interest ranging
  from 7 1/4% to 20%                                      48,575   54,622
9% Mortgage Note due July 30, 1999                        14,000        -
                                                       --------------------
                                                         609,620  403,612
Less-current maturities                                   18,017    4,017
                                                       --------------------
                                                        $591,603 $399,595
                                                       ===================
</TABLE>

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 .375% or .500% 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.  The total
commitment  under  the  Credit  Facility is $425 million,  however,  the  Credit
Facility contains covenants that limit the Company's ability to incur debt.   As
of  April 1, 1999, the Company had outstanding borrowings of $123,000,000  under
the  Credit  Facility  at  an  average interest rate  of  8.0%  per  annum,  and
approximately  $162,000,000  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
1,  1999, 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 $3,152,000 as of April 1, 1999  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 due 2009").  As required by the Indenture  to  the
Notes due 2009, the Company consummated a registered offer on August 5, 1997  to
exchange the Notes due 2009 for notes of the Company with terms identical in all
material  respects to the Notes due 2009.  The Notes due 2009 bear  interest  at
the  rate  of  9 1/2% per annum, payable in March and September.  The Notes  due
2009  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 due 2009 will
have the right to require the Company to repurchase such holder's Notes due 2009
at a price equal to 101% of the principal amount thereof plus accrued and unpaid
interest to the date of repurchase.  The Notes due 2009 are subordinated to  all
existing  and  future senior indebtedness, as defined in the Indenture,  of  the
Company.

The Indenture to the Notes due 2009 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 due 2009 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 1, 1999, the Company was in compliance with all financial covenants
relating to the Notes due 2009.

The  discount  on  the  Notes due 2009 is being amortized  to  interest  expense
following  the interest method.  Costs related to the issuance of the Notes  due
2009  were  capitalized  and  are  charged to interest  expense,  following  the
interest method, over the life of the securities.  Unamortized issuance costs of
$4,856,000 as of April 1, 1999 are included in other long-term assets.

On  January  27,  1999,  the  Company sold  $225  million  of   9  1/2%   Senior
Subordinated  Notes due 2011 (the "Notes due 2011") in a private  offering.   As
required  by  the  Indenture to the Notes due 2011, the  Company  consummated  a
registered  offer on May 10, 1999 to exchange the Notes due 2011  for  notes  of
the  Company  with  terms identical in all material respects to  the  Notes  due
2011.   The  Notes  due  2011 bear interest at the rate of  9  1/2%  per  annum,
payable  in  February  and August.  The Notes due 2011  are  redeemable  at  the
option of the Company, in whole or in part, at any time on or after February  1,
2004  at  104.75% of the principal amount thereof, declining ratably to 100%  of
the  principal amount thereof on or after February 1, 2007, plus  in  each  case
interest  accrued to the redemption date.  Upon a change of control (as  defined
in  the  Note  Indenture),  the Company will be required to  make  an  offer  to
repurchase each 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
due  2011  are  subordinated to all existing and future senior indebtedness  (as
defined  in  the  Note  Indenture)  of the Company.   The  Notes  due  2011  are
unsecured  senior subordinated indebtedness of the Company ranking equally  with
the Company's Notes due 2009.

The  Indenture  to  the  Notes due 2011 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 due 2011 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  1,  1999, the Company was  in  compliance  with  all
financial covenants relating to the Notes due 2011.

Costs  related  to the issuance of the Notes due 2011 were capitalized  and  are
charged  to  interest expense, following the interest method, over the  life  of
the  securities.  Unamortized issuance costs of $5,391,000 as of April  1,  1999
are included in other long-term assets.

Minimum  annual payments required under existing capital lease obligations  (net
present  value thereof) and maturities of corporate borrowings as  of  April  1,
1999, are as follows:
<TABLE>
<CAPTION>
                 Capital Lease Obligations
               -------------------------------
              Minimum                    Net
               Lease         Less      Present    Corporate
(In thousands)Payments     Interest     Value     Borrowings  Total
--------------------------------------------------------------------
<S>       <C>          <C>         <C>        <C>         <C>
2000        $  11,648    $  7,631    $  4,017  $  14,000    $18,017
2001           11,376       6,927       4,449          -      4,449
2002           10,547       6,197       4,350          -      4,350
2003            9,901       5,458       4,443          -      4,443
2004            9,831       4,648       5,183          -      5,183
Thereafter     47,503      21,370      26,133    547,045    573,178
               -----------------------------------------------------
Total          $100,806   $52,231     $48,575   $561,045   $609,620
               =====================================================
 </TABLE>

The  Company maintains a letter of credit in the normal course of its  business.
The unused portion of the letter of credit was $8,329,000 as of April 1, 1999.

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 cents 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.


During  1999,  various  holders  of the Company's $1.75  Cumulative  Convertible
Preferred  Stock (the "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.

The  Company  has authorized 10,000,000 shares of Preferred Stock (66  2/3
cents par value), of which no shares are currently issued and outstanding.

On August 11, 1998, the Company and its Co-Chairman and Chief Executive Officer,
Mr.  Stanley  H.  Durwood, together with his six children (the  "Durwood  Family
Stockholders") completed a registered secondary offering of 3,300,000 shares  of
Common   Stock   (the  "Secondary  Offering")  owned  by  the   Durwood   Family
Stockholders.  In connection with the Secondary Offering, Mr. Stanley H. Durwood
converted  500,000  shares of Convertible Class B Stock  to  500,000  shares  of
Common  Stock.   Additionally, pursuant to an agreement with his  children,  Mr.
Stanley  H.  Durwood converted 473,664 shares of Convertible Class  B  Stock  to
Common  Stock  for delivery to his children.  During 1999, a company  affiliated
with  the  Durwood  Family  Stockholders reimbursed  the  Company  $698,356  for
expenses related to the Secondary Offering.

On  August 11, 1998, the Company loaned one of its executive officers $5,625,000
to  purchase  375,000  shares of Common Stock of the Company  in  the  Secondary
Offering.   On September 14, 1998, the Company loaned $3,765,000 to  another  of
its  executive  officers  to purchase 250,000 shares  of  Common  Stock  of  the
Company.   The  250,000  shares were purchased in the  open  market  and  unused
proceeds  of  $811,000  were repaid to the Company leaving  a  remaining  unpaid
principal balance of $2,954,000.  The loans are unsecured and are due in  August
and  September  of 2003, respectively, may be prepaid in part  or  full  without
penalty, and are represented by promissory notes which bear interest at  a  rate
(5.57%  per  annum) at least equal to the applicable federal rate prescribed  by
Section  1274  (d) of the Internal Revenue Code in effect on the  date  of  such
loans,  payable at maturity.  Accrued interest on the loans as of April 1,  1999
was $296,000.

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  during 1999 vested immediately; all other 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  were
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) and  $586,000  in  1998  and  1997,
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:

<TABLE>
<CAPTION>

(In thousands, except per share data)    1999         1998       1997
---------------------------------------------------------------------
<S>                                <C>          <C>          <C>
Net earnings (loss)
 As reported                        $(16,016)    $(24,499)    $18,995
 Pro forma                          $(17,877)    $(26,007)    $18,664
Net earnings (loss) per common share
 As reported                         $   (.69)    $  (1.59)   $   .75
 Pro forma                           $   (.76)    $  (1.67)   $   .73
 </TABLE>

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:

<TABLE>
<CAPTION>

                                       1999           1998       1997
---------------------------------------------------------------------
<S>                                   <C>            <C>      <C>
Fair value on grant date               $8.07          $9.69     $11.63
Risk-free interest rate                 5.2%           6.0%       6.2%
Expected life (years)                   5              5          5
Expected volatility                    42.7%          42.0 %     42.9 %
Expected dividend yield                 -              -          -
</TABLE>

A summary of stock option activity under all plans is as follows:
<TABLE>
<CAPTION>

                       1999                 1998                            1997
-------------------------------------------------------------------------------------
                        Weighted                    Weighted                  Weighted
                        Average                      Average                   Average
             Number     Excercise Price  Number    Exercise Price    Number  Exercise Price
             of Shares  Per Share       of Shares    Per Share       of Shares  Per Share
------------------------------------------------------------------------------------------
<S>          <C>        <C>             <C>        <C>            <C>           <C>

Outstanding at
 beginning of
   year        519,850   $12.69          558,500      $ 12.47       487,500     $   9.67
Granted        375,000   $18.01            2,250      $ 21.21       103,250      $ 24.80
Canceled         -         -             (1,500)      $ 26.38      (17,250)      $ 10.04
Exercised        -         -            (39,400)     $   9.49      (15,000)     $   9.38
            --------------------------------------------------------------------------

Outstanding at
 end of year   894,850    $14.92         519,850      $ 12.69       558,500      $ 12.47


============================================================================================
Exercisable at
 end of year    893,725  $14.91          487,975      $ 11.90       365,875      $ 10.51

============================================================================================


Available for grant at
 end of year    470,750                   845,750                  630,500
               =======                    =======                   =======


</TABLE>




<TABLE>

The following table summarizes information about stock options as of April 1,
1999:
<CAPTION>

                       Outstanding Stock Options                        Exercisable Stock Options
--------------------------------------------------------------------------------------------
                                 Weighted-Average
Range of              Number       Remaining      Weighted-Average    Number     Weighted-Average
Exercise Prices      of Shares  Contractual Life   Exercise Price   of Shares     Exercise Price
----------------------------------------------------------------------------------------------------
<S>                  <C>         <C>                   <C>          <C>         <C>
$ 9.25 to $ 11.75      398,600     4.3 years            $9.48        398,600      $ 9.48
$14.50 to $ 20.75      404,250     9.2 years            $17.89       403,500      $17.88
$22.13 to $ 26.38       92,000     7.1 years            $25.47        91,625      $25.49
----------------------------------------------------------------------------------------------------
$ 9.25 to $ 26.38      894,850     6.8 years            $14.92       893,725      $14.91
====================================================================================================
</TABLE>
NOTE 7 - EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings per
share:
<TABLE>
<CAPTION>

(In thousands, except per share data)         1999      1998        1997
-------------------------------------------------------------------------
<S>                                       <C>      <C>       <C>
Numerator:
 Net earnings (loss)                        $(16,016)$ (24,499)$  18,995
 Less: Preferred dividends                       -      4,846      5,907
                                            ----------------------------

 Net earnings (loss)
 for basic and diluted earnings per share   $(16,016)$ (29,345)$  13,088

                                             ============================
Denominator:
  Shares for basic earnings per share -
   average shares outstanding                23,378    18,477     17,489
  Stock options                                  -          -        237
  Contingently issuable shares                   -          -         58
                                            ----------------------------

  Shares for diluted earnings per share     23,378     18,477     17,784
                                            ============================

Basic earnings per share                      $  (.69)$  (1.59)   $  0.75
                                            =============================
Diluted earnings per share                   $  (.69) $  (1.59)   $  0.74
                                             =============================
</TABLE>

In  1998 and 1997, dividends and shares from conversion of Convertible Preferred
Stock were excluded from the diluted earnings per share calculation because they
were anti-dilutive.  In 1999 and 1998, shares from options to purchase shares of
Common  Stock  were  excluded from the diluted earnings  per  share  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 tax provision reflected in the Consolidated Statements of Operations for
the three years ended April 1, 1999 consists of the following components:
<TABLE>
<CAPTION>

 (In thousands)                           1999           1998        1997
---------------------------------------------------------------------------
Current:
<S>                                  <C>             <C>        <C>
 Federal                            $ (11,776)          15,600    $11,418
 Foreign                                     -               -          -
 State                                 (1,286)           5,125      3,958
                                       --------------------------------
  Total current                       (13,062)          20,725     15,376

Deferred:
 Federal                                 4,149        (31,860)    (2,114)
 Foreign                               (1,589)               -          -
 State                                       2         (5,465)      (362)
                                         ---------------------------------
  Total deferred                         2,562        (37,325)    (2,476)
                                         ---------------------------------
Total provision                      $(10,500)       $(16,600)    $12,900
                                      ===================================
</TABLE>

The difference between the effective tax rate on earnings (loss) before income
taxes and the U.S.  federal income tax statutory rate is as follows:
<TABLE>
<CAPTION>

                                          1999           1998        1997
---------------------------------------------------------------------------
<S>                                        <C>             <C>        <C>
Federal statutory rate                     (35.0%)         (35.0%)     35.0%
State income taxes, net of
    federal tax benefit                     (6.0)           (6.2)       7.1
Other, net                                   1.4              .8       (1.7)
                                         ----------------------------------
Effective tax rate                         (39.6%)         (40.4%)     40.4%

                                         ==================================
</TABLE>


The significant components of deferred income tax assets and liabilities as of
April 1, 1999 and April 2, 1998 are as follows:
<TABLE>
<CAPTION>

                                     1999 1998
                                     --------------------------------------
                              Deferred Income Tax       Deferred Income Tax
(In thousands)                Assets     Liabilities     Assets Liabilities
---------------------------------------------------------------------------
<S>                       <C>             <C>        <C>           <C>
Property                    $19,196       $  -         $33,832      $  -
Capital lease obligations    12,928          -          14,660         -
Accrued reserves and
    liabilities              12,368          -          14,447         -
Deferred rents               11,562          -           7,533         -
Alternative minimum tax
    credit carryover          7,532          -               -          -
Preopening costs                  -      3,821               -      4,233
Other                         5,932        745           1,862        587
                              -------------------------------------------
Total                        69,518      4,566          72,334     4,820
Less: Current deferred
     income taxes             13,819         -          10,542         -
                              ------------------------------------------
Total noncurrent deferred
     income taxes            $ 55,699   $4,566         $61,792   $ 4,820
                             ============================================
Net noncurrent deferred
     income taxes             $ 51,133                $56,972
                              ========                 ========
</TABLE>

The Company's foreign subsidiaries have net operating loss carryforwards in
Portugal, Spain, France and the United Kingdom aggregating $3,900,000,
$2,200,000 of which may be carried forward indefinitely and the balance of which
expires in 2006.  The Company's state income tax loss carryforwards of
$33,000,000 may be used over various periods ranging from 5 to 20 years.

Management  believes  it is more likely than not that the Company  will  realize
future  taxable  income  sufficient to utilize  its  deferred  tax  assets  and,
accordingly, no valuation allowance has been provided as of April  1,  1999  and
April 2, 1998.


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 leases  three
additional theatres from EPT under the same terms as those included in the  Sale
and  Lease Back Transaction.  Annual rentals for these three theatres are  based
on an estimated fair value of $77,500,000 for the theatres.

The  Company has granted an option to EPT to acquire a theatre 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.

In 1999, the Company entered into a master lease agreement for up to $25,000,000
of  equipment necessary to fixture certain theatres.  The master lease agreement
has  an  initial term of six years and includes early termination  and  purchase
options.  The company classifies these leases as operating leases.

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 1, 1999:
<TABLE>
<CAPTION>

 (In thousands)
<S>                               <C>
2000                              $  161,235
2001                                 160,550
2002                                 158,305
2003                                 154,774
2004                                 153,043
Thereafter                         1,663,115
                                   ---------
 Total minimum payments required  $2,451,022
                                   =========
</TABLE>

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 2000.   The  future  minimum
rental  payments  required under the terms of these leases  total  approximately
$698 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 1, 1999 and April 2,  1998
is  $28,201,000 and $19,862,000, respectively, of deferred rent representing pro
rata future minimum rental payments for leases with scheduled rent increases.

Rent expense is summarized as follows:
<TABLE>
<CAPTION>

 (In thousands)                          1999            1998       1997
---------------------------------------------------------------------------
<S>                                 <C>            <C>         <C>
Minimum rentals                       $151,360       $  94,103   $ 69,845
Common area expenses                    14,087          12,011     10,555
Percentage rentals based on revenues     2,783           2,869      2,278
                                        -----------------------------------
                                        $168,230      $108,983   $ 82,678
                                        ===================================
</TABLE>

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
pooled  separate accounts 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 Company also sponsors two non-contributory deferred compensation plans which
provide certain employees additional pension benefits.

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.

Net periodic benefit cost for the plans consists of the following:
<TABLE>
<CAPTION>

                                Pension Benefits             Other Benefits
(In  thousands)              1999    1998     1997       1999    1998  1997
---------------------------------------------------------------------------
<S>                        <C>      <C>       <C>       <C>     <C>    <C>
Components of net periodic
 benefit cost:
Service cost               $  1,910$  1,739   $  1,627  $  234  $  229$ 199
Interest cost                 1,612   1,344      1,286     247     218  172
Expected return on plan
    assets                   (1,118)   (932)      (831)   -       -       -
Recognized net actuarial
  gain                        -        (36)      -        -       -       -
Amortization of unrecognized
  transition obligation        231     231         231     50      50    50
                            ------- ------     -------   -----   ----- ---
Net periodic benefit cost  $ 2,635 $ 2,346    $  2,313  $  531  $  497$ 421
                            ======= ======     =======   =====   ===== ====
</TABLE>


The following tables set forth the plans' change in benefit obligations and plan
assets  and  the accrued liability for benefit cost included in the Consolidated
Balance Sheets for the years ended April 1, 1999 and April 2, 1998:
<TABLE>
<CAPTION>

                                Pension Benefits      Other Benefits
                                ----------------       -------------
(In  thousands)                1999        1998       1999     1998
--------------------------------------------------------------------
Change in benefit obligation:
<S>                       <C>         <C>         <C>      <C>
Benefit obligation at
     beginning of year      $23,301     $19,468     $3,328   $2,908
Service cost                  1,910       1,739        234      229
Interest cost                 1,612       1,344        247      218
Plan participants'
     contributions                -           -         23        -
Actuarial (gain) loss         3,590       1,349      (695)        5
Benefits paid                 (791)       (599)       (32)     (32)
                               ----      ------      -----   ------
Benefit obligation at
     end of year            $29,622     $23,301     $3,105   $3,328
                             ======      ======      =====    =====
</TABLE>



<TABLE>
<CAPTION>

                                Pension Benefits      Other Benefits
                                ----------------      --------------
(In  thousands)                1999        1998       1999     1998
--------------------------------------------------------------------
Change in plan assets:
<S>                       <C>      <C>                 <C>     <C>
Fair value of plan assets
    at beginning of year    $12,991  $   10,857        $ -       $-
Actual return on plan assets  1,527       1,674          -        -
Employer contribution         1,316       1,059          9       14
Plan participants'
    contributions                 -           -         23       18
Benefits paid                 (791)       (599)       (32)     (32)
                              -----       -----     ------     ----
                           $ 15,043 $   12,991 $      -         $ -
                             ======      ======     =====     =====
Accrued liability for benefit cost:
Funded status             $(14,579)  $ (10,310)$   (3,105)$   (3,328)
Unrecognized net actuarial
     (gain) loss              3,823         641      (500)      195
Unrecognized prior service
     cost                     1,753       1,985        597      647
                            -------     -------      -----    -----
Accrued benefit cost     $  (9,003) $   (7,684)$   (3,008)$   (2,486)
                             =======     =======    ======     ======
</TABLE>


The accumulated benefit obligation and fair value of plan assets for the pension
plans  with  accumulated  benefit obligations in  excess  of  plan  assets  were
$29,622,000  and $15,043,000, respectively, as of April 1, 1999; and $23,301,000
and $12,991,000, respectively, as of April 2, 1998.

The assumptions used in computing the preceding information are as follows:
<TABLE>
<CAPTION>

                                Pension Benefits      Other Benefits
                                ----------------      --------------
(In  thousands)                   1999        1998      1999      1998
----------------------------------------------------------------------
<S>                              <C>         <C>       <C>       <C>
Weighted-average assumptions:
Discount rate                     6.50%       7.00%      7.00%    7.00%
Expected return on plan assets    8.50%       8.50%      -        -
Rate of compensation increase     6.00%       6.00%      6.50%    6.50%
</TABLE>

For measurement purposes, the annual rate of increase in the per capita cost  of
covered  health care benefits assumed for 1999 was 6.75% for medical  and  4.25%
for  dental.   The rates were assumed to decrease gradually to 5.0% for  medical
and  3.0%  for dental at 2013 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 1, 1999 by $842,000 and the aggregate of the service  and
interest  cost  components  of  postretirement expense  for  1999  by  $167,000.
Decreasing the assumed health care cost trend rates by one percentage  point  in
each  year  would decrease the accumulated postretirement expense  for  1999  by
$649,000   and   the   aggregate  service  and  interest  cost   components   of
postretirement expense for 1999 by $129,000.

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 $1,319,000, $1,308,000 and $1,270,000 for 1999, 1998 and 1997, respectively.

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 12 years.  As of April  1,  1999,  the  base  rents
aggregated approximately $1,061,000 annually, and $7,654,000 over the  remaining
terms  of  the  leases.   As  of  April  1,  1999,  the  Company  had  subleased
approximately 83% of the space with remaining terms ranging from three months to
141   months.    Non-cancelable  subleases  aggregated  approximately   $821,000
annually, and $4,310,000 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 fair values  of  Employee
Notes  for  Common  Stock purchases approximates the carrying amounts  as  their
stated  interest  rates are similar to the current mid-term  applicable  federal
rate.

The estimated fair values of the Company's financial instruments are as follows:
<TABLE>
<CAPTION>

                                     1999                  1998
                                     ---------------------------------
                              Carrying    Fair     Carrying    Fair
(In thousands)                Amount      Value    Amount      Value
-----------------------------------------------------------------------
<S>                      <C>         <C>        <C>        <C>
Financial assets:
 Cash and equivalents      $  13,239  $  13,239  $ 9,881    $ 9,881
 Employee Notes for Common
   Stock purchases             8,875      8,875        -          -
Financial liabilities:
 Cash overdrafts           $  14,350  $  14,350 $ 15,866   $ 15,866
 Corporate borrowings        561,045    545,000  348,990    361,000
</TABLE>

NOTE 14- OPERATING SEGMENTS

During  fiscal 1999, the Company adopted the provisions of SFAS 131.   SFAS  131
requires  all public companies to provide financial disclosures and  descriptive
information  about reportable operating segments. Accordingly, the  Company  has
identified four reportable segments around differences in products and  services
and  geographic  areas:  U.S.  theatrical exhibition  operations;  international
theatrical  exhibition operations; on-screen advertising;  and  other  which  is
comprised of real estate activities and other miscellaneous ventures.

U.S.  and  international  theatrical exhibition  operations  are  identified  as
separate  segments based on dissimilarities in international  markets  from  the
U.S.   On-screen  advertising and other are identified  as separate  segments
due  to differences  in  products  and services offered.

The  Company  evaluates the performance of its segments and allocates  resources
based  on  several factors, of which the primary measure is net earnings  (loss)
plus  interest,  income taxes, depreciation and amortization  and  adjusted  for
impairment losses, preopening expense, theatre closure expense, gain  (loss)  on
disposition  of  assets,  equity  in earnings of unconsolidated  affiliates  and
extraordinary items ("Adjusted EBITDA").  The Company evaluates Adjusted  EBITDA
generated  by its segments in a number of manners, of which the primary  measure
is a comparison of segment Adjusted EBITDA to segment property.

The Company's segments follow the same accounting policies as discussed in Note
1 to the Consolidated Financial Statements on page 33.

Information about the Company's operations by operating segment is as follows:

<TABLE>
<CAPTION>

Revenues (In thousands)               1999       1998         1997
-----------------------------------------------------------------------
<S>                             <C>        <C>        <C>
U.S. theatrical exhibition       $  947,297 $  796,064  $  716,995
International theatrical exhibition  42,545     27,969      15,593
On-screen advertising                35,038     26,706      18,696
Other (1)                             1,841      2,016       1,620
                                  --------------------------------
Total revenues                   $1,026,721 $  852,755  $  752,904
                                  ================================

Adjusted EBITDA (In thousands)        1999       1998        1997
------------------------------------------------------------------
U.S. theatrical exhibition       $  158,107 $  156,378  $  172,041
International theatrical exhibition   1,655      1,971     (2,562)
On-screen advertising (2)             3,024      1,413       (114)
Other (1)                            (1,461)   (1,103)     (1,581)
                                   -------------------------------
Total segment Adjusted EBITDA       161,325    158,659     167,784
General and administrative           53,728     49,515      52,422
                                   -------------------------------

Total Adjusted EBITDA              $107,597 $  109,144  $  115,362
                                   ===============================

Property (In thousands)               1999       1998    1997
------------------------------------------------------------------
U.S. theatrical exhibition          $899,822$  758,391  $  667,122
International theatrical exhibition  71,142     17,320      15,905
On-screen advertising                11,081      9,586       6,618
Other (1)                             1,260      1,352      11,862
                                   -------------------------------
Total segment property              983,305    786,649     701,507
Construction in progress             97,688     76,698      85,992
Corporate                            37,985     32,402      36,400
                                  --------------------------------
Total property (3)               $1,118,978 $  895,749  $  823,899
                                  ================================

Capital expenditures (In thousands)   1999       1998     1997
------------------------------------------------------------------
U.S. theatrical exhibition       $  126,993   $337,197    $137,003
International theatrical exhibition  48,398      3,121      17,763
On-screen advertising                 1,884      2,968       2,725
Other (1)                                 4         33      10,856
                                    ------------------------------
Total segment capital expenditures  177,279    343,319     168,347
Construction in progress             79,351     45,084      83,685
Corporate                             4,183        814       1,348
                                    ------------------------------
Total capital expenditures       $  260,813  $ 389,217   $ 253,380
                                    ==============================

 (1)  Other amounts are comprised primarily of real estate
      activities and other miscellaneous ventures.
 (2)  General and administrative expenses of $4,691,000, $4,839,000 and
      $4,225,000 have been allocated to on-screen advertising in 1999, 1998
      and 1997, respectively.
 (3)  Property is comprised of land, buildings and improvements, leasehold
      improvements and furniture, fixtures and equipment.
</TABLE>



A reconciliation of earnings (loss) before income taxes to Adjusted EBITDA is as
 follows:

<TABLE>
<CAPTION>

(In thousands)                        1999       1998    1997
--------------------------------------------------------------------
<S>                             <C>      <C>         <C>
Earnings (loss) before income
    taxes                       $ (26,516)$   (41,099)$    31,895

Plus:
  Interest expense                  38,628     35,679      22,022
  Depreciation & amortization       89,221     70,117      52,572
  Impairment of long-lived assets    4,935     46,998       7,231
  Preopening expense                 2,265      2,243       2,414
  Theatre closure expense            2,801          -           -
  Loss (gain) on disposition
    of assets                      (2,369)    (3,704)          84
  Investment income                 (1,368)   (1,090)       (856)
                                    ----------------------------

Total Adjusted EBITDA           $  107,597 $  109,144  $  115,362
                                   ===============================


Information about the Company's revenues and assets by geographic area is as
 follows:

Revenues (In thousands)               1999       1998        1997
-----------------------------------------------------------------

United States                  $   984,176 $  824,786  $  737,311
Japan                               25,174     20,101      13,471
China (Hong Kong)                    2,098          -           -
Portugal                             8,855      7,868       2,122
Spain                                3,690          -           -
Canada                               2,728          -           -
                                 --------------------------------

Total revenues                  $1,026,721 $  852,755  $  752,904
                                  ===============================

Property (In thousands)               1999       1998        1997
-----------------------------------------------------------------

United States                   $1,028,663 $  870,621  $  805,018
Japan                               15,587      5,898       5,614
China (Hong Kong)                   10,353      1,318         736
Portugal                            13,019     12,532      10,867
Spain                               20,426      3,685       1,559
Canada                              30,930      1,695         105
                                ---------------------------------

Total property                  $1,118,978 $  895,749  $  823,899
                                 ===============================
</TABLE>

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

<CAPTION>

                                                                                                              Fiscal Year

                               07/02/98  07/03/97 10/01/98  10/02/97 12/31/98 01/01/98  04/01/99 04/02/98    1999    1998
--------------------------------------------------------------------------------------------------------------------------------
<S>                          <C>      <C>       <C>      <C>      <C>       <C>      <C>        <C>      <C>        <C>
Total revenues                  $240,670$196,085  $291,015$220,896  $260,772  $217,309 $234,264  $218,465 $1,026,721  $852,755
Total cost of operations         204,566 161,293   231,959 171,776   218,955   173,778  210,291   184,653    865,771   691,500
General and administrative        14,601  14,755    15,599  12,097    14,517    15,041   13,702    12,461     58,419    54,354
Depreciation and amortization     20,342  16,367    21,030  16,522    23,100    17,227   24,749    20,001     89,221    70,117
Impairment of long-lived assets        -       -         -   46,998        -         -    4,935         -      4,935    46,998
                               -----------------------------------------------------------------------------------------------

Operating income (loss)            1,161   3,670    22,427(26,497)     4,200    11,263 (19,413)     1,350      8,375  (10,214)
Interest expense                   8,546   8,245     8,322   9,405     9,349     9,870   12,411     8,159     38,628    35,679
Investment income                    286     172       365     509       434       124      283       285      1,368     1,090
Gain (loss) on disposition
  of assets                        1,393   1,178      (35)   1,318       901       864      110       344      2,369     3,704
                               -----------------------------------------------------------------------------------------------

Earnings (loss) before
  income taxes                   (5,706) (3,225)    14,435(34,075)   (3,814)     2,381 (31,431)   (6,180)   (26,516)  (41,099)
Income tax provision             (2,650) (1,386)     6,550(13,714)   (2,100)       950 (12,300)   (2,450)   (10,500)  (16,600)
                               -----------------------------------------------------------------------------------------------

Net earnings (loss)             $(3,056)$(1,839)    $7,885$(20,361) $(1,714)    $1,431$(19,131)  $(3,730)  $(16,016) $(24,499)

===============================================================================================

Preferred dividends                        1,369         -   1,283         -     1,198        -       996          -    4,846
                               -----------------------------------------------------------------------------------------------

Net earnings (loss) for
  common shares                 $(3,056)$(3,208)    $7,885$(21,644) $(1,714)      $233$(19,131)  $(4,726)  $(16,016) $(29,345)

===============================================================================================
Earnings (loss) per share:
Basic                            $(0.13)   $(0.18)   $0.34$(1.18)      $(0.07)  $0.01    $(0.82)   $(0.25)     $(0.69)    $(1.59)

===============================================================================================

Diluted                          $(0.13)   $(0.18)   $0.33$(1.18)      $(0.07)  $0.01    $(0.82)   $(0.25)     $(0.69)    $(1.59)

===============================================================================================


</TABLE>
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.

     The Directors and Executive Officers of the Company are as follows:
                                                                Years
                                                              Associated
                                                               with the
Name                       Age(1)         Positions           Company(1)
----                        -----          ---------           ---------
Stanley H. Durwood           78     Co-Chairman of the
                                    Board, Chief Executive     53(2)
                                     Officer and Director
                                    (AMCE); Chairman of the
                                     Board, Chief Executive
                                     Officer and Director (AMC)
Peter C. Brown               40     Co-Chairman of the Board
                                    and President                7
                                    (AMCE); Executive Vice
                                    President (AMC);
                                    Chief Financial
                                    Officer and Director
                                    (AMCE and AMC)
Philip M. Singleton          52     President (AMC); Executive  24(2)
                                    Vice President (AMCE);
                                    Chief Operating
                                    Officer and Director
                                    (AMCE and AMC)
John D. McDonald             41     Executive Vice
                                    President-North American    23(2)
                                    Operations (AMC)
Charles J. Egan, Jr.         66     Director (AMCE)             12
William T. Grant, II         48     Director (AMCE)              2
John P. Mascotte             59     Director (AMCE)              2
Paul E. Vardeman             69     Director (AMCE)             15(2)
Richard T. Walsh             45     Senior Vice President (AMC) 23(2)
Richard J. King              50     Senior Vice President (AMC) 27(2)
Rolando B.  Rodriguez        39     Senior Vice President (AMC) 23(2)
Craig R. Ramsey              47     Senior Vice President-
                                    Finance (AMCE and AMC)       4
Richard L. Obert             59     Senior Vice President-
                                    Chief Accounting
                                     Officer (AMCE and AMC)     10
Charles P.  Stilley          44     President
                                    (AMC Realty, Inc.)          17(2)
Richard M.  Fay              49     President (AMC Film
                                    Marketing,
                                     a division of AMC)          3
______________________________
------------------------------

(1)As of April 1, 1999.

(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 AMCE's Board of Directors, subject in certain instances,  to  their
rights under employment agreements.

  As  part  of  its succession planning and with the approval of Mr. Stanley  H.
Durwood,  AMCE's Board of Directors appointed the Company's President and  Chief
Financial  Officer, Mr. Peter C. Brown, as Co-Chairman. Mr. Brown  oversees  all
Company matters with Mr. Durwood.

  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. Mr. Durwood served as Chairman
of  the Board of AMCE from February 1986 until May 15, 1998, and as Chairman  of
the  Board of AMC since February 1986. Mr. Durwood 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 a Director of AMCE and AMC since  November
12,  1992 and has served as Co-Chairman of the Board of AMCE since May 15, 1998.
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  served as Executive Vice President of AMC 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  also  serves as Chairman of the  Board  of  Trustees  of
Entertainment Properties Trust, a real estate investment trust. Mr.  Brown  also
serves as a member of the Board of Trustees of the Kansas City Art Institute and
Rockhurst  High  School.  In addition, Mr. Brown is a member  of  the  Board  of
Advisors  for  the  University of Kansas School of  Business.  Mr.  Brown  is  a
graduate of the University of Kansas.

  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.  John  D.  McDonald has served as Executive Vice President-North  American
operations of AMC since October 1, 1998. Prior thereto, Mr. McDonald  served  as
Senior  Vice  President, corporate operations from November 9,  1995  until  his
promotion to Executive Vice President on October 1, 1998. Mr. McDonald served as
Vice President, corporate operations from September 22, 1992 through November 9,
1995.

  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,
and  Response Oncology, Inc. 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 property
-casualty insurer, from December 1982 through December 1995. 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  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 the Company 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.  Craig R. Ramsey has served as Senior Vice President-Finance of  AMCE  and
AMC since August 20, 1998. Prior thereto, Mr. Ramsey served as Vice President of
Finance  from  January  17,  1997 and as Director  of  Information  Systems  and
Director  of  Financial  Reporting  since  joining  AMC  on  February  1,  1995.
Previously,  Mr. Ramsey served as Vice President-Corporate Accounting  and  Data
Processing for Mid-America Dairymen, Inc.

  Mr.  Richard  L.  Obert  has served as Senior Vice President-Chief  Accounting
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 1, 1999, April 2,  1998  and  April  3,  1997,
respectively.

 <TABLE>
                           Summary Compensation Table
 <CAPTION>

                                                                             Long-Term
                                                                            Compensation
                                                                         Awards-Securities
                                              Annual Compensation             Underlying
                                           ----------------------
                               Fiscal                           Other Annual  Options/   All Other
Name  and  Principal Position   Year         Salary    Bonus    Compensation(1)  SARs     Compensation(2)
---------------------------    ----      ---------- ---------   -----------     ------   ----------
<S>                         <C>        <C>           <C>         <C>        <C>        <C>
Stanley   H.  Durwood         1999         $567,008    $    -        N/A      150,000    $  -
Chief   Executive  Officer    1998          536,558         -        N/A            -       -
                              1997          527,322         -        N/A       65,000       -

Peter   C.   Brown            1999          409,241         -        N/A      125,000     5,334
President   and               1998          296,444         -        N/A            -     4,960
Chief   Financial   Officer   1997           71,364     25,500       N/A        4,500     4,976

Philip   M.   Singleton       1999          383,702         -        N/A      100,000     5,317
Chief   Operating  Officer    1998          316,679         -        N/A            -     4,896
                              1997          303,125     28,500       N/A       4,500      5,003

Richard   T.   Walsh          1999          238,666         -        N/A            -     4,639
Senior   Vice   President     1998          226,441     60,000       N/A            -     4,805
                              1997          223,073     41,545       N/A        2,250     4,964

Richard   M.   Fay            1999          298,075         -        N/A            -     4,503
President-AMC   Film          1998          286,982     45,000       N/A            -     4,676
Marketing                     1997          294,369     32,650       N/A        2,250     1,464

(1)For  the  years  presented perquisites and other personal  benefits  did  not
 exceed the lesser of $50,000 or 10% of total annual salary and bonus.

(2)For  fiscal 1999, 1998 and 1997, 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.
</TABLE>

Option Grants
      The  following  table  provides certain information concerning  individual
grants  of  stock options made during the last completed fiscal year  under  the
1994 Incentive Plan to each of the Named Executive Officers.





<TABLE>
<CAPTION>
                      Option/SAR Grants in Last Fiscal Year


              Number of       % of Total
              Securities    Options/SARs                              Potential Realizable Value at
              Underlying      Granted to                               Assumed Annual Rates of
               Options/      Employees    Exercise or                 Stock Price Appreciation for
                 SARs        in Fiscal    Base Price   Expiration           Option Term(2)
                                                                      -----------------------
 Name         Granted(1)      Year         ($/share)      Date          5% ($)       10% ($)
--------      ---------       -----        ----------    ------         ------        --------
<S>           <C>            <C>         <C>             <C>       <C>            <C>
Stanley H.
   Durwood     65,000         17.33%       $19.125        5/14/08    $781,795       $1,981,221
               85,000         22.67%        16.813       11/12/08     898,730        2,277,558
Peter C. Brown 65,000         17.33%        19.125        5/14/08     781,795        1,981,221
               60,000         16.00%        16.813       11/12/08     634,397        1,607,688
Philip M.
  Singleton    65,000         17.33%        19.125        5/14/08     781,795        1,981,221
               35,000          9.34%        16.813       11/12/08     370,065          937,818
Richard T. Walsh    -           -  -         -            -              -
Richard M. Fay      -           -  -         -            -              -

(1) The  stock  options granted during the fiscal year ended April 1,  1999  are
     fully vested.

(2)  These  columns  show  the hypothetical gains of  "option  spreads"  of  the
 outstanding   options   granted  based  on  assumed   annual   compound   stock
 appreciation  rates  of  5% and 10% over the options' terms.  The  5%  and  10%
 assumed  rates of appreciation are mandated by the rules of the Securities  and
 Exchange Commission (the "SEC") and do not represent the Company's estimate  or
 projections of the future prices of the Company's Common Stock.
</TABLE>

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 1, 1999.

<TABLE>
<CAPTION>

               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 Realized     Exercisable  Unexercisable
Exercisable Unexercisable
------ -----------    --------------     -----------  -------------  -----------       ----------
<S>            <C>          <C>                  <C>          <C>        <C>         <C>
Stanley H.
   Durwood       -            $         -          237,500      -          $   70,313 $      -

Peter C. Brown   -                      -          284,000      -             857,813        -

Philip M.
   Singleton     -                      -          233,600      -             714,938        -

Richard T.
   Walsh         -                      -           29,500      -             138,344        -

Richard M.  Fay  -                      -            2,250      -                   -        -

(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 1, 1999.
</TABLE>

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 1999).

      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 1999 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 $270,000 in 1999.
<TABLE>
<CAPTION>

Highest Consecutive
Five year Average
Annual Compensation                 Years of Credited Service
-------------------               ---------------------------
                           15        20        25        30        35
                           --        --        --        --        --
<S>                  <C>        <C>       <C>       <C>        <C>
$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
 270,000                39,466     52,621    65,777    78,932    92,087
</TABLE>


      As  of  April 1, 1999, the years of credited service under the  Retirement
Plan  for  each of the Named Executive Officers were: Mr. Peter C. Brown,  eight
years,  Mr.  Philip M. Singleton, 25 years, Mr. Richard T. Walsh, 24 years;  and
Mr.  Richard  M. Fay, three years. The estimated annual benefit Mr.  Stanley  H.
Durwood  has accrued under the Supplemental Executive Retirement Plan is $14,400
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 1999  under  the  REP  is
$345,000  and is not included in the Summary Compensation Table.  The  estimated
monthly  amounts  that Mr. Brown and Mr. Singleton will be eligible  to  receive
under the REP at age 65 are $41,000 and $54,000, 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 1, 1999, Messrs. Charles J.  Egan,  Jr.,
William  T.  Grant, II, John P. Mascotte and Paul E. Vardeman received  $68,000,
$72,000, $71,000 and $59,000, 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.   During  the fiscal year ended April 1, 1999, Messrs.  Charles  J.
Egan, Jr. and Paul E. Vardeman each received $50,000 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 1, 1999, was approximately $1,513,000.

     Messrs.  Peter C. Brown, Philip M. Singleton, Richard T. Walsh and  Richard
M.  Fay  have entered into employment agreements with the Company providing  for
annual  base salaries of no less than the following amounts: Mr. Brown-$400,000;
Mr.  Singleton-$375,000; Mr. Walsh-$230,041 and Mr. Fay-$285,031. The agreements
also  provide  for discretionary bonuses, an automobile allowance, reimbursement
of  reasonable travel and entertainment expenses and other benefits offered from
time to time to other executive officers. The employment agreements of Mr. Brown
and  Mr. Singleton have terms of three years and those of Mr. Walsh and Mr.  Fay
have  terms  of two years. On the anniversary date of each agreement,  one  year
shall be added to its term, so that each employment agreement shall always  have
a  three-year or two-year term, as the case may be, as of each anniversary date.
Each  employment  agreement  terminates  generally  without  severance  if  such
employee  is  terminated for cause, as defined in the employment  agreement,  or
upon  such  employee's  resignation, death  or  disability  as  defined  in  his
employment  agreement. Pro rata bonus payments will be made upon termination  by
reason  of  disability  or  death. If either  Mr.  Brown  or  Mr.  Singleton  is
terminated without cause or terminates his agreement following a material breach
by  the Company or a change in control, as defined in the agreement, he will  be
entitled to receive (i) a lump sum cash payment equal to the lesser of 4.5 times
current base salary or 2.99 times average annual W-2 earnings for the prior five
years and (ii) the value of all outstanding employee stock options held by  such
employee.  If  either  Mr.  Walsh  or Mr. Fay is  terminated  without  cause  or
terminates   his   agreement   subsequent   to   specified   changes   in    his
responsibilities,  base salary or benefits following a  change  in  control,  as
defined in the agreement, he will be entitled to receive a lump sum cash payment
equal  to  two  years  base  salary. In addition, if either  Mr.  Brown  or  Mr.
Singleton  dies,  is  terminated  without  cause  or  terminates  his  agreement
following  a material breach by the Company or a change in control, the  Company
will  redeem shares previously purchased by him with the proceeds of a loan from
the Company. (Mr. Brown financed the purchase of 375,000 shares with such a loan
and Mr. Singleton financed the purchase of 250,000 shares with such a loan).  In
such  event, if the employee's obligations under the note to the Company  exceed
the  value  of the stock which he acquired with the note proceeds,  the  Company
will  forgive a portion of such excess in an amount based on a formula set forth
in  the  agreement.  The amounts payable to the Named Executive  Officers  under
these  employment  agreements, assuming termination by reason  of  a  change  of
control as of April 1, 1999 were as follows: Mr. Brown-$1,045,000; Mr. Singleton
-$1,398,000;  Mr. Walsh-$460,000; and Mr. Fay-$570,000. The value of outstanding
employee  stock  options  payable to the Named Executive  Officers  under  these
employment agreements, assuming termination by reason of a change of control  as
of  April  1,  1999  were, as follows:  Mr. Brown-$857,813  and  Mr.  Singleton-
$714,938.   The amount of note proceeds that would be forgiven by   the  Company
assuming  termination by reason of a change of control as of April 1, 1999  were
as follows:  Mr. Brown $253,875 and Mr. Singleton $0.

      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.   Options issued under the 1994  Plan  during  1999  vested
immediately.

      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  Beneficial Owners.

     The  following  table sets forth certain information as of  May  14,  1999,
with  respect  to  principal  owners  of each  class  of  the  Company's  voting
securities:
<TABLE>
<CAPTION>

                                         Number of Shares    Percent
Title of Class  Beneficial Owner         Beneficially Owned  of Class
--------------  ----------------         ------------------  --------
<S>             <C>                     <C>                 <C>

Common Stock    Brian H. Durwood (1)      1,123,480(1)(2)    5.8%(1)(2)

                Peter J.  Durwood (1)     1,123,480(1)       5.8%(1)

                Thomas A.  Durwood (1)    1,123,480(1)(3)    5.8%(1)(3)

                Elissa D.  Grodin (1)     1,123,480(1)       5.8%(1)

                EnTrust Capital Inc.(4)     982,559(4)       5.1%(4)
                650 Madison Ave.
                New York, NY  10022

Class B Stock   Stanley H. Durwood (1)      4,041,993 (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 AMCE through a holding company, Durwood, Inc. ("DI"),  and
     acquired their shares on August 15, 1997 pursuant to the Merger of AMCE and DI.
     Collectively, the Durwood Children beneficially own 6,153,732 shares of Common
     Stock representing 31.7% of the outstanding shares of such class.

 Mr.  Stanley  H. Durwood beneficially owns 4,041,993 shares of AMCE's  Class  B
 Stock,  which  constitute  100%  of  the  outstanding  shares  of  such  class.
 Mr.  Stanley  H. Durwood has sole voting power and sole investment  power  over
 all  of  these  shares.  AMCE's  Class  B  Stock  and  Common  Stock  presently
 beneficially  owned  by Mr. Stanley H. Durwood represent 67.5%  of  the  voting
 power  of  AMCE's stock other than in the election of directors. Were  all  the
 shares  of  AMCE'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 4,042,243 shares (assuming  such
 conversion and disregarding the exercise of his outstanding options)  or  17.2%
 of  the outstanding number of shares of Common Stock.  Mr. Stanley H. Durwood's
 voting control may be diluted if he is obligated to dispose of shares to  honor
 tax  and  other  indemnity obligations made by him and AMCE 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.

       AMCE'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  as  amended  and
 restated  (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 AMCE, and Mr. Raymond F.  Beagle,
 Jr.,  AMCE'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.

 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
 AMCE  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 AMCE.

(2)  Mr. Brian H. Durwood directly owns 1,120,183 shares of the Common Stock and
 indirectly  owns  3,297 shares of Common Stock for the  benefit  of  his  three
 minor children under the Uniform Transfer to Minors Act.

(3)  Mr. Thomas A. Durwood directly owns 969,466 shares of the Common Stock  and
 indirectly  owns  154,014  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.

(4)  As  reported in its Schedule 13G dated February 9, 1999. Of  these  shares,
 EnTrust  Capital, Inc. reports that it has shared voting power with respect  to
 702,239 shares and shares dispositive power with respect to 982,559 shares.

</TABLE>

Beneficial Ownership By Directors and Officers
    The  following table sets forth certain information as of May 14, 1999, with
respect  to beneficial ownership by Directors and Executive Officers  of  AMCE's
Common  Stock and Class B Stock.  The amounts set forth below include the vested
portion  of 841,600 shares of Common Stock subject to options under AMCE'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.
<TABLE>
<CAPTION>

                                           Amount and Nature       Percent
Title of Class Name of Beneficial Owner    of Beneficial Ownership of Class
--------------  -----------------------    -----------------------  -----
<S>          <C>                           <C>                     <C>
Common Stock   Stanley  H. Durwood          237,750(1)(2)             1.2%
               Peter C. Brown               659,000(2)               3.3%
               Philip M. Singleton          498,600(2)               2.5%
               Richard T. Walsh              29,550(2)                 *
               Richard M. Fay                 3,663(2)                 *
               William T. Grant, II           1,500                    *
               John P. Mascotte               2,000                    *
               Paul E. Vardeman                 300                    *

               All Directors and
                Executive Officers
                as a group (15 persons,
                including the
                individuals named above)    1,488,131                7.3%

Class B Stock  Stanley  H. Durwood          4,041,993(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 250  shares  of  AMCE's
 Common  Stock  (including  100  shares owned by  his  wife,  Mrs.  Mary  Pamela
 Durwood)  and options that are presently exercisable to acquire 237,500  shares
 of  AMCE's  Common  Stock, over which he has sole voting and investment  power,
 which constitute 1.2% of the outstanding shares of such class.

(2)  Includes shares subject to presently exercisable options to purchase Common
 Stock  under AMCE's 1983 and 1984 Stock Option Plans and the 1994 Stock  Option
 and  Incentive  Plan,  as  follows: Mr. Stanley H. Durwood  -  237,500  shares;
 Mr.  Peter C. Brown - 284,000 shares; Mr. Philip M. Singleton - 233,600 shares;
 Mr.  Richard  T. Walsh - 29,500 shares; Mr. Richard M. Fay - 2,250 shares;  and
 all Executive Officers as a group - 841,600 shares.
</TABLE>

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  1999  its  Executive Officers,  Directors  and  greater-than-10%
beneficial owners complied with all Section 16(a) filing requirements.

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 AMCE 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  AMCE.   In
that regard, the Audit Committee of the Board of Directors of AMCE reviewed  all
material  proposed transactions between AMCE and DI or other related parties  to
determine  that,  in  their best business judgment, such transactions  met  that
standard.  AMCE believes that all transactions described below with DI or  other
related  parties were on terms at least as favorable to AMCE 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  AMCE  nor stockholders, directors, officers or employees of DI.   Set  forth
below  is  a  description of significant transactions which have occurred  since
April  3,  1998 or involve receivables that remain outstanding as  of  April  1,
1999.

The Merger
      General.   Effective August 15, 1997, AMCE completed the Merger  with  its
majority  stockholder, DI.  In connection with the Merger, 2,641,951  shares  of
AMCE's  Common Stock and 11,157,000 shares of AMCE's Class B Stock owned  by  DI
were canceled and AMCE 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  AMCE  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.

      As promptly as practicable after March 31, 2000, AMCE 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 AMCE 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  AMCE  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 AMCE, its directors and officers.  See  "The Stock Agreement".

     The  Registration  Agreement; Secondary Offering.  As a  condition  to  the
Merger,  AMCE  and the Durwood Family Stockholders entered into  a  registration
agreement  (the  "Registration Agreement") pursuant to which the Durwood  Family
Stockholders  agreed  to sell at least 3,000,000 shares of  Common  Stock  in  a
registered secondary offering, not more than twelve months and not less than six
months  after  the Merger.  A registered secondary offering of 3,300,000  shares
was  completed  on  August  11,  1998.  AMCE's expenses  in  the  offering  were
approximately  $698,356, which expenses have been reimbursed to  AMCE  by  Delta
Properties, Inc. ("Delta"), a former subsidiary of DI.

     The  Indemnification Agreement.  In connection with the Merger, the Durwood
Family  Stockholders  and Delta entered into an agreement (the  "Indemnification
Agreement")  agreeing  to  indemnify  AMCE from  certain  losses  and  expenses.
Pursuant to this agreement, (i) Mr. Stanley H. Durwood agreed to indemnify  AMCE
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 AMCE 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 AMCE 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 AMCE  from  and
against  all  of DI's Merger expenses that were not paid prior to the  effective
time of the Merger and 50% of AMCE's Merger expenses.

      Mr.  Stanley  H. Durwood's obligations to AMCE under the Stock  Agreement,
Registration  Agreement and Indemnification Agreement are subject to  offset  by
certain credit amounts resulting from net tax benefits realized by AMCE from the
utilization  by  AMCE of DI's alternative minimum tax credit  carryforwards  and
Missouri  operating  loss carryforwards.  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 AMCE 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  AMCE.   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 AMCE to vote their shares of Common Stock for  each
candidate  to AMCE's Board of Directors in the same proportion as the  aggregate
votes cast by all other stockholders not affiliated with AMCE, its directors  or
officers  and (ii) that AMCE 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.

Other Matters
      Pursuant  to  a  program  recommended by the  Compensation  Committee  and
approved  by  AMCE's Board of Directors, the Company loaned Mr. Peter  C.  Brown
$5,625,000  to  purchase  375,000  shares of AMCE's  Common  Stock.   Mr.  Brown
purchased  such shares on August 11, 1998.  Under such program AMCE also  loaned
Mr.  Philip M. Singleton $3,765,000 to purchase 250,000 shares of AMCE's  Common
Stock.   Mr. Singleton purchased such shares from September 11 to September  15,
1998  and  unused proceeds of $811,000 were repaid to AMCE leaving  a  remaining
unpaid principal balance of $2,954,000.

      Such loans are unsecured and bear interest at a rate at least equal to the
applicable federal rate prescribed by Section 1274 (d) of the Code in effect  on
the  date  of  such  loan (5.57% per annum for the loans to  Messrs.  Brown  and
Singleton).  Interest on these loans accrues and is added to principal  annually
on  the  anniversary date of such loan, and the full principal  amount  and  all
accrued  interest is due and payable on the fifth anniversary of such loan.   On
April 1, 1999, the principal amount of the loan to Mr. Brown was $5,625,000  and
the  principal  amount  of  the loan to Mr. Singleton was  $2,954,000.   Accrued
interest on the loans as of April 1, 1999 was $296,000.

       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 1999 was $698,356 owed by Delta.  As
of April 1, 1999, Delta had reduced the intercompany account balance to zero.

      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.   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 1, 1999, was approximately $27,000.

      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 $100,000 and he received a bonus for fiscal 1999 in  the
amount of $26,855.

      During  fiscal  1999, 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  Entertainment  Properties  Trust  ("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 three additional theatres from EPT under  the  same
terms  as those included in the Sale and Lease Back Transaction.  Annual rentals
for   these  three theatres are based on an estimated fair value of  $77,500,000
for the theatres.  The Company has granted an option to EPT to acquire a theatre
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,  Richard  T.
Walsh  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                               28
     Consolidated Statements of Operations - Fiscal
         years (52/53 weeks) ended April 1, 1999,
         April 2, 1998 and  April 3, 1997                            29
     Consolidated Balance Sheets - April 1, 1999
         and April 2, 1998                                           30
     Consolidated Statements of Cash Flows - Fiscal
         years (52/53 weeks) ended April 1, 1999,
         April 2, 1998 and April 3, 1997                             31
     Consolidated Statements of Stockholders'
         Equity - Fiscal years (52/53 weeks) ended
         April 1, 1999, April 2, 1998 and April 3, 1997              32
     Notes to Consolidated Financial Statements - Fiscal
         years (52/53 weeks) ended April 1, 1999,
         April 2, 1998 and April 3, 1997                             33
     Statements of Operations By Quarter (Unaudited) - Fiscal
         years (52 weeks) ended April 1, 1999
         and April 2, 1998                                           49


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

(b)  Reports on Form 8-K

     On  March  25,  1999, the Company filed a Form 8-K reporting under  Item  5
announcing  the execution of the Third Amendment, dated March 15,  1999  to  the
Company's Amended and Restated Credit Agreement dated as of April 10, 1997.

(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/ Peter C. Brown
                                   -------------------------
                                   Peter C. Brown, Co-Chairman of the Board


                              Date:    June 25, 1999

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/  Peter C. Brown    Co-Chairman of the Board, President,    June 25, 1999
-----------------------
  Peter C. Brown       Chief Financial Officer and Director

/s/  Charles J. Egan, Jr.  Director                           June 25, 1999
-------------------------
  Charles J. Egan, Jr.


/s/  William T. Grant, II  Director                           June 25, 1999
----------------------------
  William T. Grant, II


/s/  John P. Mascotte      Director                           June 25, 1999
---------------------
  John P. Mascotte


/s/  Paul E. Vardeman      Director                           June 25, 1999
----------------------------
  Paul E. Vardeman


/s/  Philip M. Singleton   Executive Vice President, Chief    June 25, 1999
----------------------------
  Philip M. Singleton      Operating Officer and Director


/s/  Richard L. Obert      Senior Vice President - Chief      June 25, 1999
----------------------------
  Richard L. Obert         Accounting Officer

EXHIBIT INDEX


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).

   4.1(c)       Third  Amendment, dated March 15, 1999, to Amended and  Restated
                Credit  Agreement  dated as of April 10, 1997  (Incorporated  by
                reference from Exhibit 4 to the Company's Form 8-K (File No.  1-
                8747) dated March 25, 1999).

   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            Indenture, dated January 27, 1999, respecting AMC Entertainment
                Inc's  9 1/2% Senior Subordinated Notes due 2011 (Incorporated
                by reference from Exhibit 4.3 to the company's 10-Q (File No.
                1-8747) for the quarter ended December 31, 1998).

 4.4            Registration Rights Agreement, dated January 27, 1999,
                respecting  AMC Entertainment Inc.'s 9 1/2% Senior
                Subordanted Notes due 2011 (Incorporated by reference
                from Exhibit 4.4 to the Company's 10-Q (File No. 1-8747)
                for the quarter ended December 31, 1998).

   4.5          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(a)       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 (b)      AMC Entertainment Inc. 1994 Stock Option and Incentive Plan,  as
                amended  (Incorporated by reference from Exhibit 10.5 to  AMCE's
                Form  10-Q (File No. 1-8747) for the quarter ended December  31,
                1998).

  10.3 (c)      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
                10.2  to  the  Company's Form 10-Q (File  No.  1-8747)  for  the
                quarter ended December 31, 1998).

  10.7          Employment  Agreement  between American Multi-Cinema,  Inc.  and
                Peter  C. Brown (Incorporated by reference from Exhibit 10.2  to
                to  the  Company's Form 10-Q (File No.1-8747) for   the  quarter
                ended December 31, 1998).

  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 10.3  to
                AMCE's  Form  10-Q  (File  No. 1-8747)  for  the  quarter  ended
                December 31, 1998).

  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.   (Incorporated  by  reference   from
                Exhibit  10.25 to the Company's Form 10-K (file No. 1-8747)  for
                the fiscal year ended April 2, 1998).

   10.26        Agreement  of  Sale and Purchase dated November 21,  1997  among
                American  Multi-Cinema, Inc. and AMC Realty,  Inc.,  as  Seller,
                and  Entertainment Properties Trust, as Purchaser  (Incorporated
                by  reference from Exhibit 10.1 of the Company's Current  Report
                on Form 8-K (File No. 1-8747) filed December 9, 1997).

   10.27        Option  Agreement dated November 21, 1997 among American  Multi-
                Cinema,  Inc. and AMC Realty, Inc., as Seller, and Entertainment
                Properties  Trust, as Purchaser (Incorporated by reference  from
                Exhibit  10.2 of the Company's Current Report on Form 8-K  (File
                No. 1-8747) filed December 9, 1997).

   10.28        Right  to  Purchase Agreement dated November 21,  1997,  between
                AMC   Entertainment,   Inc.,  as  Grantor,   and   Entertainment
                Properties  Trust  as Offeree (Incorporated  by  reference  from
                Exhibit  10.3 of the Company's Current Report on Form 8-K  (File
                No. 1-8747) filed December 9, 1997.)

10.29           Lease  dated November 21, 1997 between Entertainment  Properties
                Trust,  as Landlord, and American Multi-Cinema, Inc., as  Tenant
                (Incorporated  by reference from Exhibit 10.4 of  the  Company's
                Current  Report on Form 8-K (File No. 1-8747) filed December  9,
                1997).   (Similar leases have been entered into with respect  to
                the  following  theatres:   Mission  Valley  20,  Promenade  16,
                Ontario  Mills 30, Lennox 24, West Olive 16, Studio 30,  Huebner
                Oaks  24, First Colony 24, Oak View 24, Leawood Town Center  20,
                South  Barrington 30, Gulf Pointe 30, Cantera  30,  Mesquite  30
                and Hampton Town Center 24.

10.30           Guaranty   of   Lease  dated  November  21,  1997  between   AMC
                Entertainment, Inc., as Guarantor, and Entertainment  Properties
                Trust, as Owner (Incorporated by reference from Exhibit 10.5  of
                the  Company's  Current  Report on Form 8-K  (File  No.  1-8747)
                filed  December 9, 1997, (Similar guaranties have  been  entered
                into  with  respect to the following theatres:   Mission  Valley
                20,  Promenade 16, Ontario Mills 30, Lennox 24, West  Olive  16,
                Studio   30,  Huebner Oaks 24, First Colony  24,  Oak  View  24,
                Leawood  Town  Center 20, South Barrington 30, Gulf  Pointe  30,
                Cantera 30, Mesquite 30 and Hampton Town Center 24.

10.31           Promissory Note dated August 11, 1998, made by Peter  C.  Brown,
                payable  to  AMC Entertainment Inc. (Incorporated  by  reference
                from  Exhibit 10.1 to the Company's Form 10-Q (File No.  1-8747)
                for the quarter  ended October 1, 1998).

10.32           Promissory  Note  dated September 4, 1998,  made  by  Philip  M.
                Singleton,  payable to AMC Entertainment Inc.  (Incorporated  by
                reference  from  Exhibit 10.2 to the Company's Form  10-Q  (File
                No. 1-8747) for the quarter  ended October 1, 1998).

10.33           Employment  agreement between AMC Entertainment  Inc.,  American
                Multi-Cinema, Inc. and Richard T. Walsh dated February  1,  1999
                (Incorporated  by reference from Exhibit 10.4 to  the  Company's
                Form  10-Q (File No. 1-8747) for the quarter ended December  31,
                1998).

10.34           Form  of Non-Qualified (Non-ISO) Stock Option Agreement used  in
                November  13, 1998 option grants to Mr. Stanley H. Durwood,  Mr.
                Peter  C.  Brown  and Mr. Philip M. Singleton  (Incorporated  by
                reference  from  Exhibit 10.6 to the Company's Form  10-Q  (File
                No. 1-8747) for the quarter ended December 31, 1998).

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  PricewaterhouseCoopers LLP  to  the  use  of  their
                report  of independent accountants included in Part II, 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 Espa?a 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.
           AMC Theatres of Canada, Inc.
        National Cinema Network, Inc.
        AMC Realty, Inc.
           Centertainment, Inc.
             Centertainment Development, Inc.
             Power & Light District, LLC
             Pavilion Holdings LLC
        AMC License Corp.
        AMCPH Holdings, Inc.
          PMBA Unit (AMC) L.P.



      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  hereby  consent  to  the incorporation by reference  in  the  Registration
Statements  on Form S-8 (File Nos. 33-58129, 2-92048, 2-97522 and 2-97523)  of
AMC  Entertainment  Inc.  and subsidiaries of our report  dated  May  7,  1999
relating to the financial statements, which appears in this Form 10-K.



/s/ PricewaterhouseCoopers LLP
Kansas City, Missouri
June 23, 1999

      EXHIBIT 27
      -----------

      FDS SCHEDULE