EXHIBIT 4.1 (c)



                       FIFTH AMENDMENT


     THIS FIFTH AMENDMENT, dated as of April 10, 2001 (this
"Amendment"), is among AMC ENTERTAINMENT INC., a Delaware corporation
(the "Borrower"), and the Lenders (as defined below) signatories hereto.


                     W I T N E S S E T H:

     WHEREAS, the Borrower, certain financial institutions from time to
time parties thereto (collectively, the "Lenders"), The Bank of Nova
Scotia as administrative agent for the Lenders (the "Administrative
Agent") and Bank of America National Trust and Savings Association as
documentation agent (the "Documentation Agent") are parties to the
Amended and Restated Credit Agreement, dated as of April 10, 1997 ( as
further amended, supplemented, amended and restated or otherwise
modified prior to the date hereof, the "Existing Credit Agreement");

     WHEREAS, the Borrower has requested that the Lenders amend the
Existing Credit Agreement in certain respects, as described below; and

     WHEREAS, the Lenders have agreed, subject to the terms and
conditions set forth herein, to amend the Existing Credit Agreement as
set forth below (the Existing Credit Agreement, as amended by this
Amendment, being referred to as the "Credit Agreement");

     NOW, THEREFORE, in consideration of the agreements herein
contained, and for other valuable consideration receipt of which is
hereby acknowledged, the parties hereto hereby agree as follows.


                            PART I
                         DEFINITIONS

     SUBPART 1.1.  Definitions.  Terms for which meanings are provided
in the Existing Credit Agreement are, unless otherwise defined herein or
the context otherwise requires, used in this Amendment with such
meanings.


                           PART II
                     AMENDMENTS TO THE
                 EXISTING CREDIT AGREEMENT

     Effective on (and subject to the occurrence of) the Fifth
Amendment Effective Date (as defined in Subpart 3.1), the Existing
Credit Agreement is hereby amended in accordance with this Part.

     SUBPART 2.1.  Amendments to Article I.  Article I of the Existing
Credit Agreement is hereby amended as set forth in Subparts 2.1.1 and
2.1.2.

     SUBPART 2.1.1.  Section 1.1 of the Existing Credit Agreement is
hereby amended by inserting the following definitions in such Section in
the appropriate alphabetical sequence:

                    "Apollo" means (i) Apollo Management IV, L.P., a Delaware
          limited partnership, in its capacity as investment manager
          to the Apollo IV Holders; (ii) Apollo Management V, L.P., a
          Delaware limited partnership, in its capacity as investment
          manager to the Apollo V Holders; and (iii) their Affiliates.

                    "Apollo Group" means (i) Apollo; (ii) the Apollo Holders;
          (iii) any Affiliate of Apollo (including the Apollo
          Holders); and (iv) any Person with whom Apollo or any Apollo
          Holder may be deemed as part of a "group" within the meaning
          of Section 13(d)(3) of the Exchange Act.

                    "Apollo Holders" means (i) Apollo Investment Fund IV, L.P.,
          a Delaware limited partnership ("AIF IV"), and Apollo
          Overseas Partners IV, L.P., a Cayman Islands exempted
          limited partnership ("AOP IV" (collectively with AIF IV,
          referred to as the "Apollo IV Holders")) and any other
          partnership or entity affiliated with and managed by Apollo
          to which either AIF IV or AOP IV assigns any of their
          respective interests in or to the Preferred Stock; and (ii)
          Apollo Investment Fund V, L.P., a Delaware limited
          partnership ("AIF V) and Apollo Overseas Partners V, L.P., a
          Cayman Islands exempted limited partnership ("AOP V"
          (collectively with AIF V, referred to as the "Apollo V
          Holders")) and any other partnership or entity affiliated
          with and managed by Apollo to which either AIF V or AOP V
          assigns any of their respective interests in or to the
          Preferred Stock.

               "Fifth Amendment" means the Fifth Amendment, dated as of
     April 10, 2001, among the Borrower and the Lenders party thereto.

               "Fifth Amendment Effective Date" is defined in Subpart 3.1
     of the Fifth Amendment.

                    "Permitted Investors" means, collectively, the Durwood
          Interests and the Apollo Group.

                    "Preferred Stock" means the preferred Capital Stock to be
          issued by the Borrower on the Fifth Amendment Effective
          Date, the terms of which are set forth on the annex to the
          Closing Certificate delivered pursuant to the Fifth
          Amendment.

     SUBPART 2.1.2.  Section 1.1 of the Existing Credit Agreement is
hereby further amended as follows:

               (a) Clause (d) of the definition of "Change in Control" is
     hereby amended by deleting "the Durwood Interests", and inserting
     "the Permitted Investors" in its place.



                           PART III
                 CONDITIONS TO EFFECTIVENESS

     SUBPART 3.1.  Effective Date and Conditions.  This Amendment shall
become effective on the date (the "Fifth Amendment Effective Date") when
each of the conditions set forth in this Part have been satisfied.

     SUBPART 3.1.1.  Execution of Counterparts.  The Administrative
Agent shall have received counterparts of this Amendment duly executed
and delivered on behalf of the Borrower and the Required Lenders.

     SUBPART 3.1.2.  Closing Certificate.   The Administrative Agent
shall have received a Closing Certificate, executed and delivered by an
Authorized Officer of the Borrower, annexed to which shall be copies of
the documentation filed (or to be filed) with the Secretary of State of
Delaware relating to the Preferred Stock to be issued to the Apollo
Group.

     SUBPART 3.1.3. Repayment of Loans with Net Equity Proceeds.  The
Administrative Agent shall have received evidence satisfactory to it
that the Borrower has repaid the outstanding principal amount of the
Loans in an amount equal to the net equity proceeds received by the
Borrower from the issuance of the Preferred Stock (or, if such amount is
received after 3:00 p.m. New York time, that such net equity proceeds
will be applied to a repayment of the Loans within one Business Day
following receipt, and the Borrower hereby agrees to apply such net
equity proceeds to a repayment of the Loans as required by this
Subpart).

     SUBPART 3.1.4.  Amendment Fee.  The Administrative Agent shall
have received an amendment fee (but only for the account of each Lender
that has executed and delivered (including delivery by way of facsimile)
a copy of this Amendment to the attention of Andrew Mattei at Mayer,
Brown & Platt, 1675 Broadway, New York, New York 10019 (19th floor),
telecopy number 212-262-1910 at or prior to 5:00 p.m. New York time on
April 16, 2001) in the amount of 5 basis points of such Lender's
Commitment.

     SUBPART 3.1.5.  Affirmation and Consent.  The Administrative Agent
shall have received an affirmation and consent in form and substance
satisfactory to it, duly executed and delivered by each Guarantor.

     SUBPART 3.1.6.  Legal Details, etc.  All documents executed or
submitted pursuant hereto shall be satisfactory in form and substance to
the Administrative Agent and its counsel.  The Administrative Agent and
its counsel shall have received all information, and such counterpart
originals or such certified or other copies of such materials, as the
Administrative Agent or its counsel may reasonably request.  All legal
matters incident to the transactions contemplated by this Amendment
shall be satisfactory to the Administrative Agent and its counsel.


                           PART IV
                   MISCELLANEOUS PROVISIONS

     SUBPART 4.1.  Cross-References.  References in this Amendment to
any Part or Subpart are, unless otherwise specified, to such Part or
Subpart of this Amendment.

     SUBPART 4.2.  Loan Document Pursuant to Existing Credit Agreement.
This Amendment is a Loan Document executed pursuant to the Existing
Credit Agreement and shall be construed, administered and applied in
accordance with all of the terms and provisions of the Existing Credit
Agreement.

     SUBPART 4.3.  Successors and Assigns.  This Amendment shall be
binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns.

     SUBPART 4.4.  Full Force and Effect; Limited Amendment.  Except as
expressly amended hereby, all of the representations, warranties, terms,
covenants, conditions and other provisions of the Existing Credit
Agreement and the Loan Documents shall remain unchanged and shall
continue to be, and shall remain, in full force and effect in accordance
with their respective terms.  The amendments set forth herein shall be
limited precisely as provided for herein to the provisions expressly
amended herein and shall not be deemed to be an amendment to, waiver of,
consent to or modification of any other term or provision of the
Existing Credit Agreement, any other Loan Document referred to therein
or herein or of any transaction or further or future action on the part
of the Borrower or any Obligor which would require the consent of the
Lenders under the Existing Credit Agreement or any of the Loan
Documents.

     SUBPART 4.5.  Governing Law.  THIS AMENDMENT SHALL BE DEEMED TO BE
A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF
NEW YORK (INCLUDING FOR SUCH PURPOSES SECTION 5-1401 AND 5-1402 OF THE
GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), EXCEPT TO THE EXTENT
THE VALIDITY OR PERFECTION OF A SECURITY INTEREST HEREUNDER, OR REMEDIES
HEREUNDER, IN RESPECT OF ANY PARTICULAR COLLATERAL ARE GOVERNED BY THE
LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK.

     SUBPART 4.6.  Payment of Fees and Expenses.  The Borrower hereby
agrees to pay and reimburse the Administrative Agent for all its
reasonable fees and expenses incurred in connection with the
negotiation, preparation, execution and delivery of this Amendment and
related documents, including all reasonable fees and disbursements of
counsel to the Administrative Agent.

     SUBPART 4.7.  Execution in Counterparts.  This Amendment may be
executed in any number of counterparts (including by way of facsimile)
by the parties hereto, each of which counterparts when so executed shall
be an original, but all the counterparts shall together constitute one
and the same agreement.

 SUBPART 4.8.  Representations and Warranties.  In order to induce
the Lenders to execute and deliver this Amendment the Borrower hereby
represents and warrants to the Lenders that
       (a)  the execution, delivery and performance by it of this
 Amendment are within its corporate powers, have been duly
 authorized by all necessary corporate action, and do not
 contravene (i) its Organic Documents or (ii) any law or
 contractual restriction binding on it;

       (b)  no authorization or approval or other action by, and no
 notice to or filing with, any governmental authority or regulatory
 body is required for the due execution, delivery and performance
 by it of this Amendment;

       (c)  this Amendment constitutes its legal, valid and binding
 obligation, enforceable against it in accordance with its terms,
 subject, as to enforceability, to the effect of (i) any applicable
 bankruptcy, insolvency, moratorium or similar law affecting
 creditors' rights generally, and (ii) the effect of general
 principles of equity; and

       (d) before and after giving effect to this Amendment, all of
 the statements set forth in Section 6.2.1 and 6.2.2 of the
 Existing Credit Agreement are true and correct.

 SUBPART 4.9.  Headings.  The various headings of this Amendment
are inserted for convenience only and shall not affect the meaning or
interpretation of this Amendment or any provision hereunder.



 IN WITNESS WHEREOF, the parties hereto have caused this Amendment
to be executed by their respective officers hereunto duly authorized as
of the day and year first above written.

AMC ENTERTAINMENT INC.

By:    /s/Craig R. Ramsey
          Craig R. Ramsey
Title: Senior Vice President, Finance,
Chief Financial Officer,
and Chief Accounting Officer

THE BANK OF NOVA SCOTIA

By/s/ Ian A. Hodgart
    Ian A. Hodgart

BANK OF AMERICA, N.A.

By/s/ Matthew Koenig
    Matthew Koenig
Title: Managing Director

THE BANK OF NEW YORK

By:   /s/ Kristen Talaber
Kristen Talaber
Title:   Vice President

THE MITSUBISHI TRUST AND BANKING CORPORATION

By: /s/ Toshihiro Hayashi
Toshirhiro Hayashi
Title: Senior Vice President

UNION BANK OF CALIFORNIA, N.A.

By: /s/ Christina Moore
Christina Moore
Title: Assistant Vice President

FIRST UNION NATIONAL BANK

By: /s/ J. Matt MacIver, Jr.
J. Matt MacIver, Jr.
Title: Vice President

BANK HAPOALIM, B.M.

By: /s/ Marc Bosc
Marc Bosc
Title: Vice President
THE DAI-ICHI KANGYO BANK, LTD.,
CHICAGO BRANCH

By: /s/ Marvin Mirel Lazar
Marvin Mirel Lazar
Title: Vice President

THE INDUSTRIAL BANK OF JAPAN, LIMITED

By: /s/ Takuya Honjo
Takuya Honjo
Title: Deputy General Manager

  GENERAL ELECTRIC CAPITAL CORPORATION

  By: /s/ Janet K. Williams

    Janet K. Williams
  Title: Duly Authorized Signatory

  SUMITOMO MITSUI BANKING
       CORPORATION
  By: /s/ John H. Kemper
  Title: Senior Vice President

  STB DELAWARE FUNDING TRUST I

  By: /s/ Donald C. Hargadon
  Title: Vice President

    BANKERS TRUST COMPANY

  By:
  Title:

    U.S. BANK NATIONAL ASSOCIATION

  By:
  Title:

    MORGAN GUARANTY TRUST
  COMPANY OF NEW YORK

  By: /s/ Robert Bottamedi

    Robert Bottamedi
  Title: Vice President

  AG CAPITAL FUNDING PARTNERS L.P.

  By:
  Title:


  DICKSTEIN AND CO., L.P.

  By: /s/ Leigh Waxman
  Title: Vice President

  SALOMON BROTHERS HOLDING COMPANY,
     INC.

  By:  /s/ Edward A.C. Sutherland

    Edward A. C. Sutherland
  Title: Managing Director