UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

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FORM 10-Q

(Mark One)

|ý | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended June 30, 2005
OR

|o | 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 333-122636

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MARQUEE HOLDINGS INC.(Exact name of registrant as specified in its charter)

Delaware(State or other jurisdiction of
incorporation or organization)

77-0642885(I.R.S. Employer
Identification No.)920 Main
Kansas City, Missouri(Address of principal executive offices)

64105(Zip Code)


(816) 221-4000

(Registrant's telephone number, including area code)

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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        ý                No        o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act)

Yes        o                No        ý

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

Title of Each Class of Common Stock

Number of Shares
Outstanding as of June 30, 2005Common Stock, 1¢ par value

769,350




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MARQUEE HOLDINGS INC. AND SUBSIDIARY

INDEX

|                             |  |                                                                                       |  | Page
Number
|---------------------------- |  | ------------------------------------------------------------------------------------- |  | -----------
|PART IFINANCIAL INFORMATION
|Item 1.                      |  | Financial Statements (unaudited)                                                      |  | 3          
|                             |  | Consolidated Statements of Operations                                                 |  | 3          
|                             |  | Consolidated Balance Sheets                                                           |  | 4          
|                             |  | Consolidated Statements of Cash Flows                                                 |  | 5          
|                             |  | Notes to Consolidated Financial Statements                                            |  | 6          
|Item 2.                      |  | Management's Discussion and Analysis of Financial Condition and Results of Operations |  | 23         
|Item 3.                      |  | Quantitative and Qualitative Disclosures About Market Risk                            |  | 32         
|Item 4.                      |  | Controls and Procedures                                                               |  | 33         
|PART IIOTHER INFORMATION   
|Item 1.                      |  | Legal Proceedings                                                                     |  | 34         
|Item 6.                      |  | Exhibits                                                                              |  | 34         
|                             |  | Signatures                                                                            |  | 39         

2

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PART IFINANCIAL INFORMATION

Item 1.    Financial Statements. (Unaudited)

MARQUEE HOLDINGS INC. AND SUBSIDIARY        CONSOLIDATED STATEMENTS OF OPERATIONS        (in thousands)

|                                                               |                                       | Thirteen Weeks Ended          |                                        
|-------------------------------------------------------------- | ------------------------------------- | ----------------------------- | ---------------------------------------
|
|
|
|Revenues                                                       |                                       |                               |                                        
|                                                               | Admissions                            |                               | $                                      
|                                                               | Concessions                           |                               |                                        
|                                                               | Other revenue                         |                               |                                        
|                                                               |                                       |                               |                                        
|                                                               |                                       | Total revenues                |                                        
|                                                               |                                       |                               |                                        
|Costs and Expenses                                             |                                       |                               |                                        
|                                                               | Film exhibition costs                 |                               |                                        
|                                                               | Concession costs                      |                               |                                        
|                                                               | Operating expense                     |                               |                                        
|                                                               | Rent                                  |                               |                                        
|                                                               | General and administrative:           |                               |                                        
|                                                               |                                       | Stock-based compensation      |                                        
|                                                               |                                       | Merger and acquisitions costs |                                        
|                                                               |                                       | Management fee                |                                        
|                                                               |                                       | Other                         |                                        
|                                                               | Preopening expense                    |                               |                                        
|                                                               | Theatre and other closure expense     |                               |                                        
|                                                               | Restructuring charge                  |                               |                                        
|                                                               | Depreciation and amortization         |                               |                                        
|                                                               | Disposition of assets and other gains |                               |                                        
|                                                               |                                       |                               |                                        
|                                                               |                                       | Total costs and expenses      |                                        
|                                                               |                                       |                               |                                        
|                                                               | Other expense (income)                |                               |                                        
|                                                               |                                       | Other expense (income)        |                                        
|                                                               |                                       | Interest expense              |                                        
|                                                               |                                       |                               | Corporate borrowings                   
|                                                               |                                       |                               | Capital and financing lease obligations
|                                                               |                                       | Investment expense (income)   |                                        
|                                                               |                                       |                               |                                        
|                                                               |                                       |                               | Total other expense                    
|                                                               |                                       |                               |                                        
|Earnings (loss) from continuing operations before income taxes |                                       |                               | (20,167                                
|Income tax provision (benefit)                                 |                                       |                               | (8,300                                 
|                                                               |                                       |                               |                                        
|Earnings (loss)from continuing operations                      |                                       |                               | (11,867                                
|Loss from discontinued operations, net of income tax provision |                                       |                               | (19,324                                
|                                                               |                                       |                               |                                        
|Net earnings (loss)                                            |                                       | $                             | (31,191                                
|                                                               |                                       |                               |                                        
|Preferred dividends and allocation of undistributed earnings   |                                       |                               |                                       
|                                                               |                                       |                               |                                        
|Net earnings (loss) for shares of common stock                 |                                       | $                             | (31,191                                
|                                                               |                                       |                               |                                        

See Notes to Consolidated Financial Statements.

3

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MARQUEE HOLDINGS INC. AND SUBSIDIARY        CONSOLIDATED BALANCE SHEETS        (in thousands, except share data)

|                                                  |                                                                                                               | June 30, 2005                              |           | March 31, 2005 |          
|------------------------------------------------- | ------------------------------------------------------------------------------------------------------------- | ------------------------------------------ | --------- | -------------- | ---------
|
|
|ASSETS                                            |                                                                                                               |                                            |           |                |          
|Current assets:                                   |                                                                                                               |                                            |           |                |          
|                                                  | Cash and equivalents                                                                                          |                                            | $         | 128,219        |          
|                                                  | Receivables, net of allowance for doubtful accounts of $733 as of June 30, 2005 and $862 as of March 31, 2005 |                                            |           | 51,888         |          
|                                                  | Other current assets                                                                                          |                                            |           | 64,549         |          
|                                                  | Current assets of discontinued operations                                                                     |                                            |           | 1,544          |          
|                                                  |                                                                                                               |                                            |           |                |          
|                                                  |                                                                                                               | Total current assets                       |           |                | 246,200  
|Property, net                                     |                                                                                                               |                                            | 823,020   |                |          
|Intangible assets, net                            |                                                                                                               |                                            | 185,596   |                |          
|Goodwill                                          |                                                                                                               |                                            | 1,309,624 |                |          
|Deferred income taxes                             |                                                                                                               |                                            | 51,550    |                |          
|Other long-term assets                            |                                                                                                               |                                            | 114,429   |                |          
|Noncurrent assets of discontinued operations      |                                                                                                               |                                            | 35,378    |                |          
|                                                  |                                                                                                               |                                            |           |                |          
|                                                  |                                                                                                               | Total assets                               |           | $              | 2,765,797
|                                                  |                                                                                                               |                                            |           |                |          
|LIABILITIES AND STOCKHOLDERS' EQUITY              |                                                                                                               |                                            |           |                |          
|Current liabilities:                              |                                                                                                               |                                            |           |                |          
|                                                  | Accounts payable                                                                                              |                                            | $         | 133,114        |          
|                                                  | Accrued expenses and other liabilities                                                                        |                                            |           | 131,378        |          
|                                                  | Deferred revenues and income                                                                                  |                                            |           | 67,885         |          
|                                                  | Current maturities of corporate borrowings and capital and financing lease obligations                        |                                            |           | 4,258          |          
|                                                  | Current liabilities of discontinued operations                                                                |                                            |           | 1,854          |          
|                                                  |                                                                                                               |                                            |           |                |          
|                                                  |                                                                                                               | Total current liabilities                  |           |                | 338,489  
|Corporate borrowings                              |                                                                                                               |                                            | 1,349,386 |                |          
|Capital and financing lease obligations           |                                                                                                               |                                            | 58,683    |                |          
|Other long-term liabilities                       |                                                                                                               |                                            | 306,145   |                |          
|Noncurrent liabilities of discontinued operations |                                                                                                               |                                            | 24,281    |                |          
|                                                  |                                                                                                               |                                            |           |                |          
|                                                  |                                                                                                               | Total liabilities                          |           |                | 2,076,984
|                                                  |                                                                                                               |                                            |           |                |          
|Stockholders' equity:                             |                                                                                                               |                                            |           |                |          
|                                                  | Common Stock, 1¢ par value; 769,350 shares issued as of June 30, 2005 and March 31, 2005                      |                                            |           | 8              |          
|                                                  | Additional paid-in capital                                                                                    |                                            |           | 766,445        |          
|                                                  | Accumulated other comprehensive income (loss)                                                                 |                                            |           | (2,059         | )        
|                                                  | Accumulated deficit                                                                                           |                                            |           | (75,581        | )        
|                                                  |                                                                                                               |                                            |           |                |          
|                                                  |                                                                                                               | Total stockholders' equity                 |           |                | 688,813  
|                                                  |                                                                                                               |                                            |           |                |          
|                                                  |                                                                                                               | Total liabilities and stockholders' equity |           | $              | 2,756,797
|                                                  |                                                                                                               |                                            |           |                |          

See Notes to Consolidated Financial Statements.

4

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MARQUEE HOLDINGS INC. AND SUBSIDIARY        CONSOLIDATED STATEMENTS OF CASH FLOWS        (in thousands)

|                                                                                           |                                                                    | Thirteen Weeks Ended                                         |        
|------------------------------------------------------------------------------------------ | ------------------------------------------------------------------ | ------------------------------------------------------------ | -------
|
|
|
|INCREASE IN CASH AND EQUIVALENTS                                                           |                                                                    |                                                              |        
|Cash flows from operating activities:                                                      |                                                                    |                                                              |        
|Net earnings (loss)                                                                        |                                                                    | $                                                            | (31,191
|Adjustments to reconcile net earnings (loss) to net cash provided by operating activities: |                                                                    |                                                              |        
|                                                                                           | Depreciation and amortization                                      |                                                              |        
|                                                                                           | Non-cash portion of stock-based compensation                       |                                                              |        
|                                                                                           | Non-cash portion of pension and postretirement expense             |                                                              |        
|                                                                                           | Deferred income taxes                                              |                                                              |        
|                                                                                           | Disposition of assets and other gains                              |                                                              |        
|                                                                                           | Change in assets and liabilities, net of effects from acquisition: |                                                              |        
|                                                                                           |                                                                    | Receivables                                                  |        
|                                                                                           |                                                                    | Other assets                                                 |        
|                                                                                           |                                                                    | Accounts payable                                             |        
|                                                                                           |                                                                    | Accrued expenses and other liabilities                       |        
|                                                                                           | Amortization of discount on corporate borrowings                   |                                                              |        
|                                                                                           | Other, net                                                         |                                                              |        
|                                                                                           |                                                                    |                                                              |        
|                                                                                           | Net cash provided by operating activities                          |                                                              |        
|                                                                                           |                                                                    |                                                              |        
|Cash flows from investing activities:                                                      |                                                                    |                                                              |        
|                                                                                           | Capital expenditures                                               |                                                              |        
|                                                                                           | Issuance of note receivable to NCM                                 |                                                              |        
|                                                                                           | Proceeds from disposal of discontinued operations                  |                                                              |        
|                                                                                           | Proceeds from disposition of long-term assets                      |                                                              |        
|                                                                                           | Net change in reimbursable construction advances                   |                                                              |        
|                                                                                           | Other, net                                                         |                                                              |        
|                                                                                           |                                                                    |                                                              |        
|                                                                                           | Net cash provided by (used in) investing activities                |                                                              |        
|                                                                                           |                                                                    |                                                              |        
|Cash flows from financing activities:                                                      |                                                                    |                                                              |        
|                                                                                           | Principal payments under capital and financing lease obligations   |                                                              |        
|                                                                                           | Change in cash overdrafts                                          |                                                              |        
|                                                                                           | Change in construction payables                                    |                                                              |        
|                                                                                           | Cash portion of preferred dividends                                |                                                              |        
|                                                                                           | Deferred financing costs                                           |                                                              |        
|                                                                                           | Proceeds from exercise of stock options                            |                                                              |        
|                                                                                           | Treasury stock purchases                                           |                                                              |        
|                                                                                           |                                                                    |                                                              |        
|                                                                                           | Net cash provided by financing activities                          |                                                              |        
|                                                                                           |                                                                    |                                                              |        
|                                                                                           | Effect of exchange rate changes on cash and equivalents            |                                                              |        
|                                                                                           |                                                                    |                                                              |        
|Net increase in cash and equivalents                                                       |                                                                    |                                                              | 55,274 
|Cash and equivalents at beginning of period                                                |                                                                    |                                                              | 72,945 
|                                                                                           |                                                                    |                                                              |        
|Cash and equivalents at end of period                                                      |                                                                    | $                                                            | 128,219
|                                                                                           |                                                                    |                                                              |        
|SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION                                          |                                                                    |                                                              |        
|                                                                                           | Cash paid during the period for:                                   |                                                              |        
|                                                                                           |                                                                    | Interest (including amounts capitalized of $483 and $202)    |        
|                                                                                           |                                                                    | Income taxes paid (refunded)                                 |        
|                                                                                           | Schedule of non-cash investing and financing activities:           |                                                              |        
|                                                                                           |                                                                    | Assets capitalized under EITF 97-10                          |        
|                                                                                           |                                                                    | Preferred dividends                                          |        
|                                                                                           |                                                                    | Issue Common Stock related to purchase of GC Companies, Inc. |        

See Notes to Consolidated Financial Statements.

5

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MARQUEE HOLDINGS INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2005
(Unaudited)

NOTE 1BASIS OF PRESENTATION

Marquee Holdings Inc. ("Holdings") is an investment vehicle owned by J.P. Morgan Partners (BHCA) L.P. ("JPMP") and Apollo Investment Fund V,
L.P. and certain related investment funds (collectively, "Apollo," and together with JPMP, the "Sponsors"), other co-investors and certain members of management. Holdings was formed for the purpose of
acquiring AMC Entertainment Inc. ("AMCE" or the "Company") pursuant to a definitive merger agreement approved by AMCE's Board of Directors on July 22, 2004. Holdings is a holding
company with no operations of its own and it has one subsidiary, AMCE.

AMC Entertainment Inc.
is an intermediate holding company which, through its direct and indirect subsidiaries, including American Multi Cinema, Inc. ("AMC") and its
subsidiaries, AMC Entertainment International, Inc. ("AMCEI") (collectively with AMCE, unless the context otherwise requires, the "Company"), is principally involved in the theatrical
exhibition business throughout North America and in China (Hong Kong), France, Portugal, Spain and the United Kingdom. The Company discontinued its operations in Japan during the first quarter of
fiscal 2006. The Company's North American theatrical exhibition business is conducted through AMC and AMCEI. The Company's International theatrical exhibition business is conducted through AMCEI.

The
Company completed a merger on December 23, 2004 in which Holdings acquired the Company. See Note 2Acquisitions for additional information regarding the
merger. Marquee Inc. ("Marquee") is a company formed on July 16, 2004. On December 23, 2004, pursuant to a merger agreement, Marquee merged with AMCE (the "Predecessor"). Upon the
consummation of the merger between Marquee and AMCE on December 23, 2004, Marquee merged with and into AMCE, with AMCE as the surviving reporting entity (the "Successor"). The merger was
treated as a purchase with Marquee being the "accounting acquirer" in accordance with Statement of Financial Accounting Standards No. 141Business
Combinations. As a result, the Successor applied the purchase method of accounting to the separable assets, including goodwill, and liabilities of the accounting acquiree,
AMCE, as of December 23, 2004, the merger date. The consolidated balance sheets presented herein are those of the Successor and the consolidated statements of operations and cash flows
presented herein are those of the Successor for the thirteen weeks ended June 30, 2005, and those of its Predecessor, AMCE for the thirteen weeks ended July 1, 2004.

The
accompanying unaudited consolidated financial statements have been prepared in response to the requirements of Form 10-Q and should be read in conjunction with the Company's
annual report on Form 10-K for the year (52 weeks) ended March 31, 2005. In the opinion of management, these interim financial statements reflect all adjustments (consisting of
normal recurring adjustments) necessary for a fair statement of the Company's financial position and results of operations. Due to the seasonal nature of the Company's business, results for the
thirteen weeks ended June 30, 2005 are not necessarily indicative of the results to be expected for the fiscal year (52 weeks) ending March 30, 2006.

The
March 31, 2005 consolidated balance sheet data was derived from the audited balance sheet, but does not include all disclosures required by generally accepted accounting
principles.

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

Amounts
previously reported in Form 10-Q for fiscal year 2005 have been retroactively reclassified to reflect the results of operations for Japan AMC Theatres, Inc. which
the Company sold on June 30, 2005

6

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and
for all remaining assets related to the Company's Japanese operations which, the Company intends to sell during its second fiscal quarter of 2006, that meet the criteria for discontinued
operations.

NOTE 2ACQUISITIONS

On December 23, 2004, the Company completed a merger in which Holdings acquired the Company pursuant to an Agreement and Plan of Merger, dated as of
July 22, 2004 (the "Merger Agreement"), by and among the Company, Holdings and Marquee. Marquee, a wholly owned subsidiary of Holdings, merged with and into the Company, with the Company
remaining as the surviving entity (the "Merger").

The
following is a summary of the allocation of the purchase price to the estimated fair values of assets and liabilities acquired in the Merger. The allocation of purchase price is
based on management's judgment after evaluating several factors, including actuarial estimates for pension liabilities, market prices of its indebtedness and a valuation assessment prepared by a
valuation specialist (in thousands):

|Cash and equivalents                    |  | $ | 396,636   |  
|--------------------------------------- |  | - | --------- | -
|Other current assets                    |  |   | 98,969    |  
|Property, net                           |  |   | 899,283   |  
|Intangible assets                       |  |   | 205,148   |  
|Goodwill                                |  |   | 1,418,122 |  
|Deferred income taxes                   |  |   | 53,910    |  
|Other long-term assets                  |  |   | 61,006    |  
|Current liabilities                     |  |   | (344,678  | )
|Corporate borrowings                    |  |   | (709,283  | )
|Capital and financing lease obligations |  |   | (66,525   | )
|Other long-term liabilities             |  |   | (347,388  | )
|                                        |  |   |          
|Total estimated purchase price          |  | $ | 1,665,200 |  
|                                        |  |   |          

Amounts recorded for goodwill are not subject to amortization, are not expected to be deductible for tax purposes and have been preliminarily allocated to the
Company's North American theatrical exhibition operating segment, NCN and other operating segment, Japan AMC Theatres Inc. and the Company's Japan branch (the reporting units). The Company has
performed its annual impairment test for goodwill and recorded no impairment as of March 31, 2005. The goodwill of $29,973,000, allocated to the NCN and other operating segment, was contributed
to a cinema screen advertising joint venture between the Company and Regal Entertainment Group, National CineMedia, LLC ("NCM") and is included in the Company's investment in NCM together with certain
of NCN's other contributed assets. Goodwill of $45,639,000 was allocated to Japan AMC Theatres Inc., which was disposed of in connection with the consummation of the sale of that entity on
June 30, 2005 and goodwill of $32,886,000 was preliminarily allocated to the remaining Japan location which is classified as a non-current asset of discontinued operations.

7

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The
unaudited pro forma financial information presented below sets forth the Company's historical statements of operations for the periods indicated and give effect to the Merger and
related debt issuances as adjusted for the related purchase price allocations as of the beginning of the respective periods. Because the pro forma financial information gives effect to the Merger and
related debt issuances as adjusted for the related purchase price allocations as of the beginning of the respective periods, all pro forma information is for the Successor. Such information is
presented for comparative purposes to the Consolidated Statements of Operations only and does not purport to represent what the Company's results of operations would actually have been had these
transactions occurred on the date indicated or to project its results of operations for any future period or date.

|                                                             |                                       | Thirteen Weeks                          |       
|------------------------------------------------------------ | ------------------------------------- | --------------------------------------- | ------
|
|
|Revenues                                                     |                                       |                                         |       
|                                                             | Admissions                            |                                         | $     
|                                                             | Concessions                           |                                         |       
|                                                             | Other theatre                         |                                         |       
|                                                             |                                       |                                         |       
|                                                             |                                       | Total Revenues                          |       
|                                                             |                                       |                                         |       
|Expenses                                                     |                                       |                                         |       
|                                                             | Film exhibition costs                 |                                         |       
|                                                             | Concession costs                      |                                         |       
|                                                             | Theatre operating expense             |                                         |       
|                                                             | Rent                                  |                                         |       
|                                                             | General and administrative:           |                                         |       
|                                                             |                                       | Stock-based compensation                |       
|                                                             |                                       | Merger and acquisition costs*           |       
|                                                             |                                       | Management fee                          |       
|                                                             |                                       | Other                                   |       
|                                                             | Preopening expense                    |                                         |       
|                                                             | Theatre and other closure expense     |                                         |       
|                                                             | Depreciation and amortization         |                                         |       
|                                                             | Disposition of assets and other gains |                                         |       
|                                                             |                                       |                                         |       
|                                                             |                                       | Total costs and expenses                |       
|                                                             |                                       |                                         |       
|Other expense (income)                                       |                                       |                                         |       
|                                                             | Interest expense                      |                                         |       
|                                                             |                                       | Corporate borrowings                    |       
|                                                             |                                       | Capital and financing lease obligations |       
|                                                             | Investment income                     |                                         |       
|                                                             |                                       |                                         |       
|Total other expense                                          |                                       |                                         | 31,775
|                                                             |                                       |                                         |       
|Earnings from continuing operations before income taxes      |                                       |                                         | 8,293 
|Income tax provision                                         |                                       |                                         | 4,400 
|                                                             |                                       |                                         |       
|Earnings from continuing operations                          |                                       |                                         | 3,893 
|Loss from discontinued operations, net of income tax benefit |                                       |                                         | (63   
|                                                             |                                       |                                         |       
|Net earnings                                                 |                                       | $                                       | 3,830 
|                                                             |                                       |                                         |       

---

8

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NOTE 3DISCONTINUED OPERATIONS

On June 30, 2005, the Company sold one of its wholly-owned subsidiaries Japan AMC Theatres Inc., including four of its five theatres in Japan. The
Company anticipates the sale of its remaining Japanese theatre during its second fiscal quarter of 2006. The Company opened its first theatre in Japan during fiscal 1997 and since that time the
Company has incurred pre-tax losses of $38,689,000, including a $4,998,000 impairment charge in fiscal 2003.

The
operations and cash flows of the Japan theatres have been eliminated from the Company's ongoing operations as a result of the disposal transaction and anticipated disposal
transaction during the second fiscal quarter of fiscal 2006. The Company will not have any significant continuing involvement in the operations of the Japan theatres after the disposal transactions.
The results of operations of the Japan theatres have been classified as discontinued operations, and information presented for all periods reflects the new classification. The operations of the Japan
theatres were previously reported in the Company's International theatrical exhibition operating segment. Components of amounts reflected as loss from discontinued operations in the Company's
Consolidated Statements of Operations are presented in the following table:

Statements of operations data:

|                                  |                                          | Thirteen Weeks Ended     |        
|--------------------------------- | ---------------------------------------- | ------------------------ | -------
|
|
|
|Revenues                          |                                          |                          |        
|                                  | Admissions                               |                          | $      
|                                  | Concessions                              |                          |        
|                                  | Other theatre                            |                          |        
|                                  |                                          |                          |        
|                                  |                                          | Total revenues           |        
|                                  |                                          |                          |        
|                                  | Expense                                  |                          |        
|                                  | Film exhibition costs                    |                          |        
|                                  | Concession costs                         |                          |        
|                                  | Theatre operating expense                |                          |        
|                                  | Rent                                     |                          |        
|                                  | General and administrative expenseother |                          |        
|                                  | Depreciation and amortization            |                          |        
|                                  |                                          |                          |        
|                                  |                                          | Total costs and expenses |        
|                                  |                                          |                          |        
|Loss before income taxes          |                                          |                          | (1,524 
|Income tax provision              |                                          |                          | 17,800 
|                                  |                                          |                          |        
|Loss from discontinued operations |                                          | $                        | (19,324
|                                  |                                          |                          |        

Goodwill of $45,639,000 was allocated to Japan AMC Theatres Inc. and disposed of in connection with the consummation of the sale of that entity on June 30,
2005. The goodwill is not deductible for tax purposes and is discussed in Note 8.

9

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The
amounts related to the Japan theatres included in the Company's Consolidated Balance Sheets have been reflected as discontinued operations at June 30, 2005. Amounts by major
asset and liability class for the Japan theatres included in the Company's Consolidated Balance Sheets are as follows:

Balance sheet data:

|(In thousands)               |                                        | June 30, 2005 |        | March 31, 2005
|---------------------------- | -------------------------------------- | ------------- | ------ | --------------
|
|Current assets:              |                                        |               |        |               
|                             | Receivables                            |               | $      | 1,038         
|                             | Other current assets                   |               |        | 506           
|                             |                                        |               |        |               
|Total current assets         |                                        | $             | 1,544  |               
|                             |                                        |               |        |               
|                             | Property, net                          |               | $      | 303           
|                             | Goodwill                               |               |        | 32,886        
|                             | Other long-term assets                 |               |        | 2,189         
|                             |                                        |               |        |               
|                             | Total non-current assets               |               | $      | 35,378        
|                             |                                        |               |        |               
|Current liabilities          |                                        |               |        |               
|                             | Accounts payable                       |               | $      | 971           
|                             | Accrued expenses and other liabilities |               |        | 743           
|                             | Deferred revenues and income           |               |        | 140           
|                             |                                        |               |        |               
|Total current liabilities    |                                        |               | 1,854  |               
|                             |                                        |               |        |               
|Unfavorable lease obligation |                                        | $             | 24,281 |               
|                             |                                        |               |        |               
|Total noncurrent liabilities |                                        | $             | 24,281 |               
|                             |                                        |               |        |               

NOTE 4COMPREHENSIVE EARNINGS

The components of comprehensive earnings (loss) are as follows (in thousands):

|                                                                       |  | Thirteen Weeks Ended |        
|---------------------------------------------------------------------- |  | -------------------- | -------
|
|
|Net earnings (loss)                                                    |  | $                    | (31,191
|Foreign currency translation adjustment                                |  |                      | (2,364 
|Decrease (increase) in unrealized loss on marketable equity securities |  |                      | (80    
|                                                                       |  |                      |        
|Total comprehensive earnings (loss)                                    |  | $                    | (33,635
|                                                                       |  |                      |        

NOTE 5STOCKHOLDERS' EQUITY

Holdings, has adopted a stock-based compensation plan that permits grants of up to 49,107.44682 options on Holdings stock and has granted options on
38,876.72872 of its shares to certain employees during the Successor period ended March 31, 2005. As of June 30, 2005, there was $20,055,000 of total unrecognized compensation cost
related to nonvested stock-based compensation arrangements under the Holdings plan. The options have a ten year term and step-vest in equal amounts over five years but vesting may
accelerate for certain participants if there is a change of control (as defined in the plan). The Successor has recorded $1,116,000 of stock-based compensation expense related to these options
($706,000 in other long-term liabilities and $410,000 in additional paid-in-capital) and has recognized an income tax benefit of approximately $458,000 in its
Consolidated Statements of Operations during the

10

---



thirteen
week Successor period ended June 30, 2005. Two of the holders of stock options have put rights associated with their options whereby they can require Holdings to repurchase their
options and shares underlying the options and as such, $1,465,000 of the stock-based compensation obligation is recorded in other long term liabilities in the Company's Consolidated Balance Sheets.
The Successor accounts for stock options using the fair value method of accounting as prescribed by SFAS 123 (R)Share-Based Paymentand
SAB 107Share-Based Paymentand has valued the options using the Black-Scholes formula.

The
Predecessor accounted for the stock options, restricted stock awards and deferred stock units under plans that it sponsored during fiscal 2005 following the recognition and
measurement provisions of APB Opinion No. 25,Accounting for Stock issued to Employeesand related interpretations. Stock-based employee
compensation expense related to restricted stock awards and deferred stock units of $2,636,000 was reflected in net earnings for the thirteen weeks ended July 1, 2004. No stock-based employee
compensation expense for stock options was reflected in net earnings for that period, as all stock options granted under those plans had an exercise price equal to the fair market value of the
underlying common stock on the date of grant.

The
following table illustrates the effect on net earnings as if the fair value method had been applied to all stock awards, deferred stock units and outstanding and unvested options
during the period ended July 1, 2004:

Thirteen Weeks EndedJuly 1, 2004(Predecessor)Net earnings:As reported

$
15,888Add: Stock-based compensation expense included in reported net earnings, net of related tax effects


1,582Deduct: Total stock-based compensation expense determined under fair value method for all awards, net of related tax effects


(1,647
)Pro forma

$
15,823


NOTE 6THEATRE AND OTHER CLOSURE AND DISPOSITION OF ASSETS

A rollforward of reserves for theatre and other closure is as follows (in thousands):

Thirteen Weeks EndedJune 30,
2005

July 1,
2004(Successor)

(Predecessor)Beginning Balance

$
28,506

$
17,870Theatre and other closure expense


634


(219
)Interest expense





568Transfer of deferred rent and capital lease obligations


641


Payments


(3,289
)

(1,756
)Ending Balance

$
26,492

$
16,463


Theatre and other closure reserves for leases that have not been terminated are recorded at the present value of the future contractual commitments for the base
rents, taxes and maintenance.

11

---



Theatre
closure reserves at June 30, 2005 by operating segment are as follows (in thousands):

June 30, 2005(Successor)North American Theatrical Exhibition

$
24,920International Theatrical Exhibition


1,277NCN and Other


295$
26,492


See Management's Discussion and Analysis of Financial Condition and Results of Operations under Part I. Item 2. of this Form 10-Q
for additional information regarding theatre and other closure expenses.

NOTE 7RESTRUCTURING

The Company's restructuring activities are disclosed in Note 1 of the Notes to the Consolidated Financial Statements included in Item 8. of the Company's
Annual Report on Form 10-K for the year ended March 31, 2005. A summary of restructuring activity during the thirteen week period ended June 30, 2005, is set forth
below (in thousands):

Thirteen Weeks EndedJune 30, 2005Severance
Benefits

Office
Closures and
Other

TotalBeginning balance

$
4,926

$


$
4,926Restructuring charge


2,629


440


3,069Payments


(6,363
)

(25
)

(6,388
)Ending balance

$
1,192

$
415

$
1,607


The Company expects all reorganization activities to be completed by the end of its second fiscal quarter of 2006.

Restructuring
reserves at June 30, 2005 by operating segment are as follows (in thousands):

June 30, 2005(Successor)North American Theatrical Exhibition

$
534International Theatrical Exhibition


NCN and Other


1,073$
1,607


12

---



NOTE 8INCOME TAXES

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

Thirteen Weeks EndedJune 30,
2005

July 1,
2004Federal statutory rate

35.0
%
35.0
%Non-deductible goodwill

(73.6
)
Valuation allowance

(0.5
)
5.5State income taxes, net of federal tax benefit

(2.5
)
4.9Other, net

(2.2
)
1.3Effective tax rate

(43.8
)%
46.7
%


The Company determines income tax expense for interim periods by applying Statement of Financial Accounting Standards ("SFAS") No. 109, Accounting for Income
Taxesand APB Opinion No. 28,Interim Financial Reporting, which prescribes
the use of the full year's estimated effective tax rate in financial statements for interim periods. As a consequence, permanent differences which are not deductible for federal income tax purposes
and valuation allowances primarily on losses in foreign tax jurisdictions serve to increase the effective federal income tax rate of 35%. Non-deductible goodwill relates to the goodwill
disposed with the Japan theatres, which is discussed in Note 2.

NOTE 9EMPLOYEE BENEFIT PLANS

The Company sponsors a non-contributory qualified defined benefit pension plan generally covering all employees age 21 or older who have completed at
least 1,000 hours of service in their first twelve months of employment, or in a calendar year ending thereafter, and who are not covered by a collective bargaining agreement. The Company also
offers eligible retirees the opportunity to participate in a health plan (medical and dental) and a life insurance plan. Employees may become eligible for these benefits at retirement provided the
employee is at least age 55 and has at least 15 years of credited service after age 40.

The
Company made a minimum annual contribution of $1,541,000 to the defined benefit pension plan during the thirteen weeks ended July 1, 2004. The Company also made a
discretionary contribution of $295,000 subsequent to the thirteen weeks ended July 1, 2004, which was the final contribution made to the plan during fiscal 2005. The Company expects to make an
annual pension contribution of $1,400,000 during its second fiscal quarter of 2006.

The
Company's reorganization activities commencing during fiscal 2005, resulted in a partial curtailment of the Company's postretirement plan. The Company defers curtailment gains until
they are realized and as such, a curtailment gain of $788,000 was recognized during the thirteen weeks ended June 30, 2005 and the Company expects to recognize the remaining curtailment gain of
$322,000 during its second fiscal quarter of 2006.

The
measurement date used to determine pension and other postretirement benefits is January 1 of the fiscal year for which measurements are made.

13

---



Net
periodic benefit cost recognized for the three plans during the thirteen weeks ended June 30, 2005 and July 1, 2004 consists of the following:

Pension Benefits

Other Benefits(In thousands)

June 30,
2005

July 1,
2004

June 30,
2005

July 1,
2004(Successor)

(Predecessor)

(Successor)

(Predecessor)Components of net periodic benefit cost:Service cost

$
959

$
793

$
173

$
152Interest cost


1,150


1,048


261


264Expected return on plan assets


(909
)

(830
)




Recognized net actuarial loss





260





29Amortization of unrecognized transition obligation





44





13Amortization of prior service cost





24





7Curtailment gain








(787
)

Net periodic benefit cost

$
1,200

$
1,339

$
(353
)
$
465


14

---



NOTE 10OPERATING SEGMENTS

Information about the Company's operations by operating segment is as follows (in thousands):

|                                     |  | Thirteen Weeks Ended |        
|------------------------------------ |  | -------------------- | -------
|
|
|Revenues                             |  |                      |        
|North American theatrical exhibition |  | $                    | 393,346
|International theatrical exhibition  |  |                      | 13,981 
|NCN and other                        |  |                      | 12,619 
|Intersegment elimination             |  |                      | (7,164 
|                                     |  |                      |        
|Total revenues                       |  | $                    | 412,782
|                                     |  |                      |        
|Segment Adjusted EBITDA              |  |                      |        
|North American theatrical exhibition |  | $                    | 66,396 
|International theatrical exhibition  |  |                      | (1,753 
|NCN and other                        |  |                      | (514   
|                                     |  |                      |        
|Segment Adjusted EBITDA              |  | $                    | 64,129 
|                                     |  |                      |        

A reconciliation of earnings from continuing operations before income taxes to Segment Adjusted EBITDA is as follows (in thousands):

|                                                               |                                                 | Thirteen Weeks Ended         |        
|-------------------------------------------------------------- | ----------------------------------------------- | ---------------------------- | -------
|
|
|Earnings (loss) from continuing operations before income taxes |                                                 | $                            | (20,167
|Plus:                                                          |                                                 |                              |        
|                                                               | Interest expense                                |                              |        
|                                                               | Depreciation and amortization                   |                              |        
|                                                               | Preopening expense                              |                              |        
|                                                               | Theatre and other closure expense               |                              |        
|                                                               | Restructuring Charge                            |                              |        
|                                                               | Disposition of assets and other gains           |                              |        
|                                                               | Investment income                               |                              |        
|                                                               | Other                                           |                              |        
|                                                               | General and administrative expenseunallocated: |                              |        
|                                                               |                                                 | Stock-based compensation     |        
|                                                               |                                                 | Merger and acquisition costs |        
|                                                               |                                                 | Management fee               |        
|                                                               |                                                 | Other                        |        
|                                                               |                                                 |                              |        
|Segment Adjusted EBITDA                                        |                                                 | $                            | 64,129 
|                                                               |                                                 |                              |        

15

---



Information about the Company's long-term assets by operating segment is as follows (in thousands):

|Long-term Assets                                |  | June 30,
2005 |           | July 1,
2004 |  
|----------------------------------------------- |  | ------------- | --------- | ------------ | -
|
|North American theatrical exhibition            |  | $             | 3,047,398 |              | $
|International theatrical exhibition             |  |               | 103,726   |              |  
|NCN and other                                   |  |               |          |              |  
|                                                |  |               |           |              |  
|Total segment long-term assets(1)               |  |               | 3,151,124 |              |  
|Construction in progress                        |  |               | 43,242    |              |  
|Corporate                                       |  |               | 223,371   |              |  
|Accumulated depreciation-property               |  |               | (855,859  | )            |  
|Accumulated amortization-intangible assets      |  |               | (39,561   | )            |  
|Accumulated amortization-other long-term assets |  |               | (38,098   | )            |  
|Noncurrent assets of discontinued operations    |  |               | 35,378    |              |  
|                                                |  |               |           |              |  
|Consolidated long-term assets                   |  | $             | 2,519,597 |              | $
|                                                |  |               |           |              |  

|Long-term Assets, net of accumulated depreciation and amortization |  | June 30,
2005 |           | July 1,
2004
|------------------------------------------------------------------ |  | ------------- | --------- | ------------
|
|North American theatrical exhibition                               |  | $             | 2,245,120 |             
|International theatrical exhibition                                |  |               | 41,480    |             
|NCN and other                                                      |  |               |          |             
|                                                                   |  |               |           |             
|Total segment long-term assets(1)                                  |  |               | 2,286,600 |             
|Construction in progress                                           |  |               | 43,242    |             
|Corporate                                                          |  |               | 154,377   |             
|Noncurrent assets of discontinued operations                       |  |               | 35,378    |             
|                                                                   |  |               |           |             
|Consolidated long-term assets, net                                 |  | $             | 2,519,597 |             
|                                                                   |  |               |           |             

---

|Consolidated Balance Sheet                   |  | June 30,
2005 |           | July 1,
2004
|-------------------------------------------- |  | ------------- | --------- | ------------
|
|Property, net                                |  | $             | 823,020   |             
|Intangible assets, net                       |  |               | 185,596   |             
|Goodwill                                     |  |               | 1,309,624 |             
|Deferred income taxes                        |  |               | 51,550    |             
|Other long-term assets                       |  |               | 114,429   |             
|Noncurrent assets of discontinued operations |  |               | 35,378    |             
|                                             |  |               |           |             
|Consolidated long-term assets                |  | $             | 2,519,597 |             
|                                             |  |               |           |             

16

---



NOTE 11CONDENSED CONSOLIDATING FINANCIAL INFORMATION

The accompanying condensed consolidating financial information of the Predecessor ("AMCE") has been prepared and presented pursuant to SEC
Regulation S-X Rule 3-10 "Financial statements of guarantors and issuers of guaranteed securities registered or being registered." This information is not
necessarily intended to present the financial position, results of operations and cash flows of the individual companies or groups of companies in accordance with accounting principles generally
accepted in the United States of America. Each of the subsidiary guarantors are 100% owned by AMCE. The subsidiary guarantees of AMCE's debt are full and unconditional and joint and several.

17

---



Thirteen Weeks ended July 1, 2004 (Predecessor):

|(In thousands)                                                 |                                                 | Parent
Obligor                          |         | Subsidiary
Guarantors |        | Subsidiary
Non-Guarantors |         | Consolidating
Adjustments |        | Consolidated AMC
Entertainment, Inc. |       
|-------------------------------------------------------------- | ----------------------------------------------- | --------------------------------------- | ------- | --------------------- | ------ | ------------------------- | ------- | ------------------------- | ------ | ------------------------------------ | ------
|
|Revenues                                                       |                                                 |                                         |         |                       |        |                           |         |                           |        |                                      |       
|                                                               | Admissions                                      |                                         | $       |                      |        | $                         | 311,923 |                           | $      | 9,331                                |       
|                                                               | Concessions                                     |                                         |         |                      |        |                           | 123,268 |                           |        | 3,154                                |       
|                                                               | Other theatre                                   |                                         |         |                      |        |                           | 25,636  |                           |        | 860                                  |       
|                                                               |                                                 |                                         |         |                       |        |                           |         |                           |        |                                      |       
|                                                               |                                                 | Total revenues                          |         |                       |       |                           |         | 460,827                   |        |                                      | 13,345
|                                                               |                                                 |                                         |         |                       |        |                           |         |                           |        |                                      |       
|Costs and Expenses:                                            |                                                 |                                         |         |                       |        |                           |         |                           |        |                                      |       
|                                                               | Film exhibition costs                           |                                         |         |                      |        |                           | 168,907 |                           |        | 4,570                                |       
|                                                               | Concession costs                                |                                         |         |                      |        |                           | 14,219  |                           |        | 746                                  |       
|                                                               | Theatre operating expense                       |                                         |         |                      |        |                           | 108,289 |                           |        | 4,619                                |       
|                                                               | Rent                                            |                                         |         |                      |        |                           | 74,678  |                           |        | 4,787                                |       
|                                                               | General and administrative expense              |                                         |         |                       |        |                           |         |                           |        |                                      |       
|                                                               |                                                 | Stock-based compensation                |         |                       |       |                           |         | 2,636                     |        |                                      |      
|                                                               |                                                 | Merger and acquisition costs            |         |                       |       |                           |         | 787                       |        |                                      |      
|                                                               |                                                 | Other                                   |         |                       | 49     |                           |         | 13,530                    |        |                                      | 172   
|                                                               | Preopening expense                              |                                         |         |                      |        |                           | 433     |                           |        |                                     |       
|                                                               | Theatre and other closure expense               |                                         |         |                      |        |                           | (219    | )                         |        |                                     |       
|                                                               | Depreciation and amortization                   |                                         |         |                      |        |                           | 28,986  |                           |        | 1,705                                |       
|                                                               | Disposition of assets and other gains           |                                         |         |                      |        |                           | (2,295  | )                         |        |                                     |       
|                                                               |                                                 |                                         |         |                       |        |                           |         |                           |        |                                      |       
|                                                               | Total costs and expenses                        |                                         |         | 49                    |        |                           | 409,951 |                           |        | 16,599                               |       
|                                                               |                                                 |                                         |         |                       |        |                           |         |                           |        |                                      |       
|Other expense (income)                                         |                                                 |                                         |         |                       |        |                           |         |                           |        |                                      |       
|                                                               | Equity in net losses (earnings) of subsidiaries |                                         |         | (18,945               | )      |                           | 4,005   |                           |        |                                      |       
|                                                               | Interest expense                                |                                         |         |                       |        |                           |         |                           |        |                                      |       
|                                                               |                                                 | Corporate borrowings                    |         |                       | 15,698 |                           |         | 11,001                    |        |                                      | 467   
|                                                               |                                                 | Capital and financing lease obligations |         |                       |       |                           |         | 1,956                     |        |                                      | 550   
|                                                               | Investment income                               |                                         |         | (10,690               | )      |                           | (931    | )                         |        | (329                                 | )     
|                                                               |                                                 |                                         |         |                       |        |                           |         |                           |        |                                      |       
|Total other expense                                            |                                                 |                                         | (13,937 | )                     |        | 16,031                    |         |                           | 688    |                                      |       
|                                                               |                                                 |                                         |         |                       |        |                           |         |                           |        |                                      |       
|Earnings (loss) from continuing operations before income taxes |                                                 |                                         | 13,888  |                       |        | 34,845                    |         |                           | (3,942 | )                                    |       
|Income tax provision (benefit)                                 |                                                 |                                         | (2,000  | )                     |        | 15,900                    |         |                           |       |                                      |       
|                                                               |                                                 |                                         |         |                       |        |                           |         |                           |        |                                      |       
|Earnings (loss) from continuing operations                     |                                                 |                                         | 15,888  |                       |        | 18,945                    |         |                           | (3,942 | )                                    |       
|Loss from discontinued operations, net of income taxes         |                                                 |                                         |        |                       |        |                          |         |                           | (63    | )                                    |       
|                                                               |                                                 |                                         |         |                       |        |                           |         |                           |        |                                      |       
|Net earnings (loss)                                            |                                                 | $                                       | 15,888  |                       | $      | 18,945                    |         | $                         | (4,005 | )                                    | $     
|                                                               |                                                 |                                         |         |                       |        |                           |         |                           |        |                                      |       
|Preferred dividends and allocation of undistributed earnings   |                                                 |                                         | 9,380   |                       |        |                           |         |                           |        |                                      |       
|                                                               |                                                 |                                         |         |                       |        |                           |         |                           |        |                                      |       
|Net earnings for shares of common stock                        |                                                 | $                                       | 6,508   |                       |        |                           |         |                           |        |                                      |       
|                                                               |                                                 |                                         |         |                       |        |                           |         |                           |        |                                      |       

18

---



Thirteen Weeks ended July 1, 2004 (Predecessor):

|(In thousands)                                          |                                                                  | Parent
Obligor |         | Subsidiary
Guarantors |   | Subsidiary
Non-Guarantors |         | Consolidating
Adjustments |        | Consolidated AMC
Entertainment, Inc. |  
|------------------------------------------------------- | ---------------------------------------------------------------- | -------------- | ------- | --------------------- | - | ------------------------- | ------- | ------------------------- | ------ | ------------------------------------ | -
|Net cash provided by operating activities               |                                                                  | $              | 20,360  |                       | $ | 48,565                    |         | $                         | 201    |                                      | $
|                                                        |                                                                  |                |         |                       |   |                           |         |                           |        |                                      |  
|Cash flows from investing activities:                   |                                                                  |                |         |                       |   |                           |         |                           |        |                                      |  
|                                                        | Capital expenditures                                             |                |         |                      |   |                           | (28,206 | )                         |        | (937                                 | )
|                                                        | Proceeds from disposition of
long-term assets                    |                |         |                      |   |                           | 19      |                           |        |                                     |  
|                                                        | Net change in reimbursable construction advances                 |                |         |                      |   |                           | 2,737   |                           |        |                                      |  
|                                                        | Other, net                                                       |                |         |                      |   |                           | (1,639  | )                         |        | 20                                   |  
|                                                        |                                                                  |                |         |                       |   |                           |         |                           |        |                                      |  
|Net cash (used in) investing activities                 |                                                                  |                |        |                       |   | (27,089                   | )       |                           | (917   | )                                    |  
|                                                        |                                                                  |                |         |                       |   |                           |         |                           |        |                                      |  
|Cash flows from financing activities:                   |                                                                  |                |         |                       |   |                           |         |                           |        |                                      |  
|                                                        | Principal payments under capital and financing lease obligations |                |         |                      |   |                           | (604    | )                         |        | (66                                  | )
|                                                        | Change in cash overdrafts                                        |                |         |                      |   |                           | 30,836  |                           |        |                                     |  
|                                                        | Change in construction payables                                  |                |         |                      |   |                           | (1,493  | )                         |        |                                     |  
|                                                        | Cash portion of preferred dividends                              |                |         | (4,193                | ) |                           |        |                           |        |                                     |  
|                                                        | Proceeds from exercise of stock options                          |                |         | 40                    |   |                           |        |                           |        |                                     |  
|                                                        | Treasury stock purchases                                         |                |         | (333                  | ) |                           |        |                           |        |                                     |  
|Change in intercompany advances                         |                                                                  |                | (15,874 | )                     |   | 10,814                    |         |                           | 5,060  |                                      |  
|                                                        |                                                                  |                |         |                       |   |                           |         |                           |        |                                      |  
|Net cash provided by (used in) financing activities     |                                                                  |                | (20,360 | )                     |   | 39,553                    |         |                           | 4,994  |                                      |  
|                                                        |                                                                  |                |         |                       |   |                           |         |                           |        |                                      |  
|Effect of exchange rate changes on cash and equivalents |                                                                  |                |        |                       |   |                          |         |                           | 180    |                                      |  
|                                                        |                                                                  |                |         |                       |   |                           |         |                           |        |                                      |  
|Net increase in cash and equivalents                    |                                                                  |                |        |                       |   | 61,029                    |         |                           | 4,458  |                                      |  
|Cash and equivalents at beginning of period             |                                                                  |                |        |                       |   | 304,409                   |         |                           | 28,839 |                                      |  
|                                                        |                                                                  |                |         |                       |   |                           |         |                           |        |                                      |  
|Cash and equivalents at end of period                   |                                                                  | $              |        |                       | $ | 365,438                   |         | $                         | 33,297 |                                      | $
|                                                        |                                                                  |                |         |                       |   |                           |         |                           |        |                                      |  

19

---



NOTE 12COMMITMENTS AND CONTINGENCIES

On June 20, 2005, Holdings entered into a merger agreement with LCE Holdings, Inc., the parent of Loews Cineplex Entertainment Corporation
("Loews"), pursuant to which LCE Holdings will merge with and into Holdings, with Holdings continuing as the holding company for the merged businesses, and Loews will merge with and into the Company,
with the Company continuing after the merger. The transactions are expected to close during the Company's fourth fiscal quarter of 2006 and are subject to the satisfaction of customary closing
conditions for transactions of this type, including antitrust approval and completion of financing to refinance the Company's amended credit facility and Loews' senior secured credit facility. Upon
completion of the mergers, the existing stockholders of Holdings would hold approximately 60% of its outstanding capital stock, and the current stockholders of LCE Holdings, including affiliates of
Bain Capital Partners, LLC, The Carlyle Group and Spectrum Equity Investors, would hold approximately 40% of the outstanding capital stock.

The
companies plan to refinance their senior credit facilities in connection with the closing of the merger. The merger will not constitute a change of control for purposes of the
outstanding senior notes of Holdings or the outstanding senior notes or senior subordinated notes of AMCE. While it has not yet been determined whether the merger will require a change of control
repurchase offer under Loews' outstanding 9% Senior Subordinated Notes due 2014, the companies have secured commitments to refinance such notes to the extent that such an offer is required under the
indenture governing such notes.

The
Company, in the normal course of business, is party to various legal actions. Except as described below, 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.

United States of America v. AMC Entertainment Inc. and American Multi-Cinema, Inc.(No. 99-01034 FMC
(SHx), filed in the U.S. District Court for the Central District of California). On January 29, 1999, the Department of Justice (the "Department") filed suit alleging that the Company's
stadium-style theatres violate the ADA and related regulations. The Department alleges that the Company has failed to provide persons in wheelchairs seating arrangements with lines of sight comparable
to the general public. The Department alleges various non-line of sight violations as well. The Department seeks declaratory and injunctive relief regarding existing and future theatres
with stadium-style seating, compensatory damages in the approximate amount of $75,000 and a civil penalty of $110,000. On November 20, 2002, the trial court entered summary judgment in favor of
the Department on the line of sight aspects of the case. The trial court ruled that wheelchair spaces located solely on the sloped floor portion of the stadium-style auditoriums fail to provide lines
of site
comparable to the general public. The trial court did not address specific changes that might be required of the Company's existing stadium-style auditoriums, holding thatper
serules are simply not possible because the requirements of comparable lines of sight will vary based on theatre layout. The Company filed a request for interlocutory appeal,
and the trial court denied the Company's request but postponed any further line of sight proceedings pending the Ninth Circuit Court of Appeals' ruling in a case with similar facts and issues, Oregon Paralyzed Veterans of
America v. Regal Cinemas, Inc.On June 28, 2004, the Supreme Court denied certiorari in the Regalcase. Accordingly, the Company is preparing for the remedies phase of
the litigation and has renewed settlement discussions with the Department.
The trial court has scheduled a status conference for September 12, 2005.

The
Company has recorded a liability related to estimated losses for the Department of Justice line-of-sight aspect of the case in the amount of $179,350
(comprised primarily of compensatory damages and the civil penalty) and estimates the range of loss to be between $179,350 and $273,938 at this time.

On
January 21, 2003, the trial court entered summary judgment in favor of the Department on non-line of sight aspects of the case, which involves such matters as
parking areas, signage, ramps, location of toilets, counter heights, ramp slopes, companion seating and the location and size of handrails. In its non-line of sight decision, the trial
court concluded that the Company has violated numerous sections of the ADA and engaged in a pattern and practice of violating the ADA.

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On
December 5, 2003 the U.S. District Court for the Central District of California entered a consent order and final judgment on non-line of sight issues under which
the Company agreed to remedy certain violations at twelve of its stadium-style theatres and to survey and make required betterments for its patrons with disabilities at 101 stadium-style theatres and
at certain theatres the Company may open or acquire in the future. The Company estimates that the cost of these betterments will be $26.3 million, which is expected to be incurred over the term
of the consent order of five years. The estimate is based on the improvements at the twelve theatres surveyed by the Department. The actual cost of betterments may vary based on the results of surveys
of the remaining theatres.

Derivative Suits.On July 22, 2004, two lawsuits purporting to be class actions were filed in the Court of Chancery of
the State of Delaware, one naming the Company, the Company's directors, Apollo Management and certain entities affiliated with Apollo as defendants and the other naming the Company, the Company's
directors, Apollo Management and Holdings as defendants. Those actions were consolidated on August 17, 2004. The plaintiffs in the consolidated action filed an amended complaint in the Chancery
Court on October 22, 2004 and moved for expedited proceedings on October 29, 2004.

On
July 23, 2004, three more lawsuits purporting to be class actions were filed in the Circuit Court of Jackson County, Missouri, each naming the Company and the Company's
directors as defendants. These lawsuits were consolidated on September 27, 2004. The plaintiffs in the consolidated action filed an amended complaint in the Circuit Court of Jackson County on
October 29, 2004. The Company filed a motion to stay the case in deference to the prior-filed Delaware action and separate motion to dismiss the case in the alternative on November 1,
2004.

In
both the Delaware action and the Missouri action, the plaintiffs generally allege that the individual defendants breached their fiduciary duties by agreeing to the Merger, that the
transaction is unfair to the minority stockholders of the Company, that the merger consideration is inadequate and that the defendants pursued their own interests at the expense of the stockholders.
The lawsuits seek, among other things, to recover unspecified damages and costs and to enjoin or rescind the Merger and related transactions.

On
November 23, 2004, the parties in this litigation entered into a Memorandum of Understanding providing for the settlement of both the Missouri action and Delaware action.
Pursuant to the terms of the Memorandum of Understanding, the parties agreed, among other things, that: (i) Holdings would waive Section 6.4(a)(C) of the merger agreement to permit the
Company to provide non-public information to potential interested parties in response to any bona fide unsolicited written acquisition proposals by such parties (which it did),
(ii) the Company would make certain disclosures requested by the plaintiff in the proxy statement and the related Schedule 13E-3 in connection with the special meeting to
approve the Merger (which it did) and (iii) the Company would pay, on behalf of the defendants, fees and expenses of plaintiffs' counsel of approximately $1.7 million (which such amounts
the Company has accrued but believes are covered by its existing directors and officers insurance policy). In reaching this settlement, the Company confirmed to the plaintiffs that Lazard and Goldman
Sachs had each been provided with financial information included in the Company's earnings press release, issued on the same date as the announcement of the merger agreement. The Memorandum of
Understanding also provided for the dismissal of the Missouri action and the Delaware action with prejudice and release of all related claims against the Company, the other defendants and their
respective affiliates. The settlement as provided for in the Memorandum of Understanding is contingent upon, among other things, approval by the court.

Conrad Grant v. American Multi-Cinema, Inc. and DOES 1 to 100;Orange County California Superior Court (Case No:
03CC00429). On September 26, 2003, plaintiff filed this suit as a purported class action on behalf of himself and other current and former "senior managers", "salary operations managers" and
persons holding similar positions who claim that they were improperly classified by the Company as exempt employees over the prior four years. On January 7, 2005 the Grant Court granted
defendants' motion to strike the class allegations. In the Grant case, the individual wage and hour claims against the Company remain to be resolved.

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In
addition to the cases noted above, the Company, is also currently a party to various ordinary course claims from vendors (including concession suppliers and motion picture
distributors), landlords and suppliers and other legal proceedings. If management believes that a loss arising from these actions is probable and can reasonably be estimated, the Company records the
amount of the loss, or the minimum estimated liability when the loss is estimated using a range and no point is more probable than another. As additional information becomes available, any potential
liability related to these actions is assessed and the estimates are revised, if necessary. Except as described above, management believes that the ultimate outcome of such other matters, individually
and in the aggregate, will not have a material adverse effect on the Company's financial position or overall trends in results of operations. However, litigation and claims are subject to inherent
uncertainties and unfavorable outcomes could occur. An unfavorable outcome could include monetary damages. If an unfavorable outcome were to occur, there exists the possibility of a material adverse
impact on the results of operations in the period in which the outcome occurs or in future periods.

American Multi-Cinema, Inc. v. Midwest Drywall Company, Inc., Haskell Constructors, Ltd. etal.(Case
No. 00CV84908, Circuit Court of Platte County, Missouri) andAmerican Multi-Cinema, Inc. v. Bovis Construction Corp. et al.(Civil Action
No. 0207139, Court of Common Pleas of Bucks County, Pennsylvania). The Company is the plaintiff in these and related suits in which it seeks to recover damages from the construction manager,
the architect, certain fireproofing applicators and other parties to correct the defective application of certain fireproofing materials at 23 theatres. The Company currently estimates its claim for
repair costs at these theatres will aggregate approximately $34,600,000 of which it has expended approximately $25,300,000 through June 30, 2005. The remainder is for projected costs of repairs
yet to be performed. The Company also is seeking additional damages for lost profits, interest and legal and other expenses incurred.

Certain
parties to the Missouri litigation have filed counterclaims against the Company, including Ammon Painting Company, Inc. which asserts claims to recover monies for services
provided in an amount not specified in the pleadings but which it has expressed in discovery to aggregate to approximately $950,000. The Company currently estimates that its claim against Ammon is for
approximately $6,000,000. Based on presently available information, the Company does not believe such matters will have a material adverse effect on its results of operations, financial condition or
liquidity. The Company has received settlement payments from various parties in connection with this matter of $675,000, $2,610,000 and $925,000 during fiscal 2006, 2005 and 2004, respectively. The
Company has also agreed to additional settlements totaling $560,000 for which payments have not been received. Gain contingencies are recognized upon receipt.

NOTE 13NEW ACCOUNTING PRONOUNCEMENTS

In May 2005, the FASB issued SFAS No. 154,Accounting Changes and Error Corrections a replacement of APB Opinion
No. 20 and FASB Statement No. 3(SFAS 154), which requires retrospective application to prior periods' financial statements of changes in accounting
principle, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. It also requires that a change in depreciation, amortization, or depletion
method for long-lived, nonfinancial
assets be accounted for as a change in accounting estimate affected by a change in accounting principle. The Company is not currently contemplating an accounting change which would be impacted by
SFAS 154.

In
March 2004, the FASB issued Emerging Issues Task Force Issue No. 03-1,The Meaning of Other-Than-Temporary
Impairment and Its Application to Certain Investments("EITF 03-1"). EITF 03-1 includes new guidance for evaluating and recording impairment losses on
debt and equity investments, as well as new disclosure requirements for investments that are deemed to be temporarily impaired. In September 2004, the FASB issued Staff Position EITF Issue
03-1-1, which delays the effective date until additional guidance is issued for the application of the recognition and measurement provisions of EITF

22

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03-1
to investments in securities that are impaired. The Company does not believe that the adoption of EITF 03-1 will have a material impact on its financial condition or
results of operations.

In
December 2004, the FASB issued SFAS No. 153Exchanges of Nonmonetary AssetsAn Amendment of APB Opinion
No. 29. SFAS No. 153 is based on the principle that nonmonetary asset exchanges should be recorded and measured at the fair value of the assets exchanged, with
certain exceptions. This standard requires exchanges of productive assets to be accounted for at fair value, rather than at carryover basis, unless (1) neither the asset received nor the asset
surrendered has a fair value that is determinable within reasonable limits or (2) the transactions lack commercial substance. In addition the Board decided to retain the guidance in APB Opinion
No. 29 for assessing whether the fair value of a nonmonetary asset is determinable within reasonable limits. SFAS No. 153 is effective for nonmonetary asset exchanges occurring in fiscal
periods beginning after June 15, 2005. Adoption of SFAS No. 153 is not expected to have a material impact on The Company's consolidated financial position, results of operations or cash
flows.

Item 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations.

Forward Looking Statements

This report includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. All statements, other than statements of historical facts, included in this Annual Report on Form 10-Q regarding the prospects of our industry and our
prospects, plans, financial position and business strategy may constitute forward-looking statements. In addition, forward-looking statements generally can be identified by the use of forward-looking
terminology such as "may," "will," "expect," "intend," "estimate," "anticipate," "plan," "foresee," "believe" or "continue" or the negatives of these terms or variations of them or similar
terminology. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we can give no assurance that these expectations will prove to have been correct.
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 our expectations include, among others: (i) our ability to enter into various financing programs;
(ii) the cost and availability of films and the performance of films licensed by us; (iii) competition; (iv) construction delays; (v) the ability to open or close theatres
and screens as currently planned; (vi) the ability to sub-lease vacant retail space; (vii) domestic and international political, social and economic conditions;
(viii) demographic changes; (ix) increases in the demand for real estate; (x) changes in real estate, zoning and tax laws; (xi) unforeseen changes in operating
requirements; (xii) our ability to identify suitable acquisition candidates and successfully integrate acquisitions into our operations; (xiii) results of significant litigation and
(xiv) our ability to obtain regulatory approvals for the proposed merger. Readers are urged to consider these factors carefully in evaluating the forward-looking statements.

All
subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements.
The forward-looking statements included herein are made only as of the date of this Quarterly Report on Form 10-Q, and we do not undertake any obligation to release publicly any
revisions to such forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

Overview

We are one of the world's leading theatrical exhibition companies. As of June 30, 2005, we operated 224 theatres with a total of 3,475 screens, with 95%,
or 3,300, of our screens in North America, and 5%, or 175, of our screens in China (Hong Kong), Japan, France, Portugal, Spain and the United Kingdom. We anticipate disposing of our last remaining
theatre in Japan during the second quarter of fiscal 2006.

We
completed a merger (the "Merger") on December 23, 2004 in which Marquee Holdings Inc. ("Holdings") acquired the Company. Marquee Inc. ("Marquee") was formed on
July 16, 2004. On

23

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December 23,
2004, pursuant to a merger agreement, Marquee merged with AMCE (the "Predecessor"). Upon the consummation of the merger between Marquee and AMCE on December 23, 2004,
Marquee merged with and into AMC Entertainment Inc. ("AMCE" or the "Company"), with AMCE as the surviving reporting entity (the "Successor"). The merger was treated as a purchase with Marquee
being the "accounting acquirer" in accordance with Statement of Financial Accounting Standards No. 141Business Combinations. As a result, the
Successor applied the purchase method of accounting to the separable assets, including goodwill, and liabilities of the accounting acquiree, AMCE, as of December 23, 2004, the merger date.

The
consolidated financial statements presented herein are those of the accounting acquiror for the thirteen week period ended June 30, 2005, and those of its Predecessor, AMCE, for the
thirteen week period ended July 1, 2004. A separate discussion for Holdings is not presented herein since AMCE is representative of Holdings' operations. "We" refers to AMCE for purposes of Item 2 of
this Quarterly Report on Form 10-Q.

We
are organized as a holding company. Following the consummation of the Merger on December 23, 2004, we became a privately held company, wholly owned by Holdings. Holdings is
wholly owned by J.P. Morgan Partners (BHCA) L.P., Apollo Investment Fund V, L.P. (the "Sponsors"), other co-investors and certain members of management. Our principal directly owned
subsidiaries are American Multi-Cinema, Inc. ("AMC") and AMC Entertainment International, Inc. ("AMCEI"). We conduct our North American theatrical exhibition business through AMC and its
subsidiaries and AMCEI. We are operating theatres outside the United States through AMCEI and its subsidiaries.

On
March 29, 2005, the Company and Regal Entertainment Group combined our respective cinema screen advertising businesses into a new joint venture company called National
CineMedia, LLC ("NCM"). The new company engages in the marketing and sale of cinema advertising and promotions products; business communications and training services; and the distribution of digital
alternative content. We contributed fixed assets and exhibitor agreements to NCM. Additionally, we paid termination benefits related to the displacement of certain NCN associates. In consideration of
the NCN contributions described above NCM issued a 37% interest in its Class A units to NCN.

On
June 20, 2005, Holdings entered into a merger agreement with LCE Holdings, Inc., the parent of Loews Cineplex Entertainment Corporation ("Loews"), pursuant to which LCE
Holdings will merge with and into Holdings, with Holdings continuing as the holding company for the merged businesses, and Loews will merge with and into AMCE, with AMCE continuing after the merger.
The transactions are expected to close during our fourth fiscal quarter of 2006 and are subject to the satisfaction of customary closing conditions for transactions of this type, including antitrust
approval and completion of financing to refinance our amended credit facility and Loews' senior secured credit facility. Upon
completion of the mergers, the existing stockholders of Holdings would hold approximately 60% of its outstanding capital stock, and the current stockholders of LCE Holdings, including affiliates of
Bain Capital Partners, LLC, The Carlyle Group and Spectrum Equity Investors, would hold approximately 40% of the outstanding capital stock.

The
companies plan to refinance their senior credit facilities in connection with the closing of the merger. The merger will not constitute a change of control for purposes of the
outstanding senior notes of Holdings or the outstanding senior notes or senior subordinated notes of AMCE. While it has not yet been determined whether the merger will require a change of control
repurchase offer under Loews' outstanding 9% Senior Subordinated Notes due 2014, the companies have secured commitments to refinance such notes to the extent that such an offer is required under the
indenture governing such notes.

On
June 30, 2005, we sold one of our wholly-owned subsidiaries Japan AMC Theatres Inc., including four of our five theatres in Japan. We anticipate the sale of our
remaining Japanese theatre during our second fiscal quarter of 2006.

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The
operations and cash flows of the Japan theatres have been eliminated from our ongoing operations as a result of the disposal transaction and anticipated disposal transaction during
the second fiscal quarter of fiscal 2006. We will not have any significant continuing involvement in the operations of the Japan theatres after the disposal transactions. The results of operations of
the Japan theatres have been classified as discontinued operations, and information presented for all periods reflects the new classification. The operations of the Japan theatres were previously
reported in our International theatrical exhibition operating segment.

For
financial reporting purposes we have three segments, North American theatrical exhibition, International theatrical exhibition and NCN and other.

Our
North American and International theatrical exhibition revenues are generated primarily from box office admissions and theatre concession sales. The balance of our revenues are
generated from ancillary sources, including on-screen advertising, rental of theatre auditoriums, fees and other revenues generated from the sale of gift certificates and theatre tickets
and arcade games located in theatre lobbies.

Box
office admissions are our largest source of revenue. We predominantly license "first-run" motion pictures from distributors owned by major film production companies and
from independent distributors. We license films on a film-by-film and
theatre-by-theatre basis. Film exhibition costs are accrued based on the applicable admissions revenues and estimates of the final settlement pursuant to our film licenses.
Licenses that we enter into typically state that rental fees are based on either firm terms established prior to the opening of the picture or on a mutually agreed settlement upon the conclusion of
the picture run. Under a firm terms formula, we pay the distributor a specified percentage of box office receipts, with the percentages declining over the term of the run. The settlement process
allows for negotiation based upon how a film actually performs.

Concessions
sales are our second largest source of revenue after box office admissions. Concessions items include popcorn, soft drinks, candy, hot dogs and other products. We negotiate
prices for our concessions products and supplies directly with concessions vendors on a national or regional basis to obtain high volume discounts or bulk rates and marketing incentives.

Our
revenues are dependent upon the timing of motion picture releases by distributors. The most marketable motion pictures are usually released during the summer and the
year-end holiday seasons. Therefore, our business can be seasonal, with higher attendance and revenues generally occurring during the summer months and holiday seasons. Our results of
operations may vary significantly from quarter to quarter.

During
fiscal 2005, films licensed from our ten largest distributors based on revenues accounted for approximately 91% of our North American admissions revenues. Our revenues
attributable to individual distributors may vary significantly from year to year depending upon the commercial success of each distributor's motion pictures in any given year.

During
the period from 1990 to 2004, 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. During 2004, 475 first-run motion pictures were released by distributors in the United States.

We
continually upgrade the quality of our theatre circuit by adding new screens through new builds (including expansions) and acquisitions and by disposing of older screens through
closures and sales. We believe our introduction of the megaplex concept in 1995 has led to the current industry replacement cycle, which has accelerated the obsolescence of older, smaller theatres by
setting new standards for moviegoers. From 1995 through June 30, 2005, we added 114 theatres with 2,387 new screens, acquired 80 theatres with 786 screens and disposed of 202 theatres with
1,328 screens. As of June 30, 2005, approximately 74%, or 2,578, of our screens were located in megaplex theatres.

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Operating Results

Set forth in the table below is a summary of revenues, costs and expenses attributable to the Company's North American and International theatrical exhibition
operations and NCN and other businesses. Reference is made to Note 10 to the Notes to Consolidated Financial Statements for additional information about our operations by operating segment.

|                                      |                                   | Thirteen Weeks Ended     |        
|------------------------------------- | --------------------------------- | ------------------------ | -------
|
|
|Revenues                              |                                   |                          |        
|North American theatrical exhibition  |                                   |                          |        
|                                      | Admissions                        |                          | $      
|                                      | Concessions                       |                          |        
|                                      | Other theatre                     |                          |        
|                                      |                                   |                          |        
|                                      |                                   |                          | 393,346
|                                      |                                   |                          |        
|International theatrical exhibition   |                                   |                          |        
|                                      | Admissions                        |                          |        
|                                      | Concessions                       |                          |        
|                                      | Other theatre                     |                          |        
|                                      |                                   |                          |        
|                                      |                                   |                          | 13,981 
|NCN and other                         |                                   |                          | 5,455  
|                                      |                                   |                          |        
|                                      | Total revenues                    |                          | $      
|                                      |                                   |                          |        
|Cost of Operations                    |                                   |                          |        
|North American theatrical exhibition  |                                   |                          |        
|                                      | Film exhibition costs             |                          | $      
|                                      | Concession costs                  |                          |        
|                                      | Theatre operating expense         |                          |        
|                                      | Rent                              |                          |        
|                                      | Preopening expense                |                          |        
|                                      | Theatre and other closure expense |                          |        
|                                      |                                   |                          |        
|                                      |                                   |                          | 327,567
|                                      |                                   |                          |        
|International theatrical exhibition   |                                   |                          |        
|                                      | Film exhibition costs             |                          |        
|                                      | Concession costs                  |                          |        
|                                      | Theatre operating expense         |                          |        
|                                      | Rent                              |                          |        
|                                      | Theatre closure                   |                          |        
|                                      |                                   |                          |        
|                                      |                                   |                          | 15,759 
|                                      |                                   |                          |        
|NCN and other                         |                                   |                          | 5,969  
|General and administrative expense:   |                                   |                          |        
|                                      | Stock-based compensation          |                          |        
|                                      | Merger and Acquisition costs      |                          |        
|                                      | Management Fee                    |                          |        
|                                      | Other                             |                          |        
|                                      | Restructuring charge              |                          |        
|Depreciation and amortization         |                                   |                          | 37,511 
|Disposition of assets and other gains |                                   |                          | (667   
|                                      |                                   |                          |        
|                                      |                                   | Total costs and expenses |        
|                                      |                                   |                          |        

---

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Thirteen Weeks Ended June 30, 2005 and July 1, 2004

Revenues.Total revenues decreased 12.9%, or $61,390,000, during the thirteen weeks ended June 30, 2005 compared to
the thirteen weeks ended July 1, 2004.

North
American theatrical exhibition revenues decreased 12.0%. Admissions revenues decreased 14.1% due to a 17.4% decrease in attendance, partially offset by a 4.1% increase in average
ticket price. Attendance decreased primarily due to an 18.1% decrease in attendance at comparable theatres (theatres opened on or before the first quarter of fiscal 2005) related to overall popularity
of film product compared to the prior year quarter and a decrease in attendance due to screen closures, partially offset by an increase in attendance at new theatres. The box office declined 13%
industry-wide during the second calendar quarter of 2005 compared to the prior year due to a decline in attendance, partially offset by an estimated 4.7% increase in average ticket prices.
We closed six theatres with 44 screens and opened two theatres with 28 screens since July 1, 2004. The increase in average ticket price was primarily due to our practice of periodically
reviewing ticket prices and the discounts we offer and making selective adjustments based upon such factors as general inflationary trends and conditions in local markets. Concessions revenues
decreased 12.2% due to the decrease in attendance, partially offset by a 6.4% increase in average concessions per patron related to price increases and an increase in units sold per patron. Other
theatre revenues increased 37.2%. Included in other theatre revenues are on-screen advertising revenues generated by NCN and NCM. The increase in other theatre revenues was primarily due to increases
in on-screen advertising revenues.

International
theatrical exhibition revenues decreased 8.3%. Admissions revenues decreased 11.0% due to a 16.7% decrease in attendance due to overall popularity of film product,
partially offset by a 6.8% increase in average ticket price due primarily to the weaker U.S. dollar. Concession revenues decreased 3.9% due to the decrease in attendance partially offset by a 15.4%
increase in concessions per patron. Concessions per patron increased primarily due to the weaker U.S. dollar. International revenues were positively impacted by a weaker U.S. dollar, although this did
not contribute materially to consolidated loss from continuing operations.

Revenues
from NCN and other decreased 55.1% due to a decrease in advertising revenues resulting from the contribution of NCN's net assets to NCM on March 29, 2005. The revenues of
NCN during fiscal 2006 are related to the run-off of customer contracts entered into prior to March 29, 2005.

Costs and expenses.Total costs and expenses decreased 5.9%, or $25,032,000, during the thirteen weeks ended June 30,
2005 compared to the thirteen weeks ended July 1, 2004.

North
American theatrical exhibition costs and expenses decreased 7.3%. Film exhibition costs decreased 12.5% due to the decrease in admissions, partially offset by an increase in the
percentage of admissions paid to film distributors. As a percentage of admissions revenues, film exhibition costs were 55.2% in the current period as compared with 54.2% in the prior period due to
increased film rental terms, which were impacted byStar Wars Episode III: Revenge of the Sith, whose audience appeal led to higher than normal film
rental terms during the period. Concession costs decreased 20.4% due to the decrease in concessions revenues and decreased concessions costs as a percentage of concession revenues. As a percentage of
concessions revenues, concession costs were 10.4% in the current period compared with 11.5% in the prior period. As a percentage of revenues, theatre operating expense was 24.3% in the current period
as compared to 21.8% in the prior period due primarily to the decline in revenues. Rent expense decreased 0.9% primarily due to decreased FF&E rent related to the repurchase of certain leased FF&E
assets during the fourth fiscal quarter of fiscal 2005 and due to decreased percentage rent. During the thirteen weeks ended June 30, 2005, we recognized $609,000 of theatre and other closure
expense due primarily to accretion of the closure liability related to theatres closed during prior periods. During the thirteen weeks ended July 1, 2004, we recognized a credit of $219,000 in
theatre and other closure expense related primarily to a payment received from the landlord at one theatre with six screens.

27

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International
theatrical exhibition costs and expenses decreased 5.3%. Film exhibition costs decreased 13.3% due to the decrease in admissions revenues, partially offset by a decrease in
the percentage of admissions paid to film distributors. As a percentage of admissions revenues, film exhibition costs were 47.5% in the current period as compared with 48.8% in the prior period.
Concession costs decreased 43.8% due to the decrease in concession revenues and decreases related to improvement in cost control under vendor agreements. Theatre operating expense increased 6.2% and
rent expense decreased 2.2%. We continually monitor the performance of our international theatres and factors such as our ability to obtain film product, changing consumer preferences for filmed
entertainment in international markets and our ability to sublease vacant retail space could negatively impact operating results and result in future closures, sales, dispositions and theatre closure
charges prior to expiration of underlying lease agreements. International theatrical exhibition costs and expenses were negatively impacted by a weaker U.S. dollar, although this did not contribute
materially to consolidated loss from continuing operations.

Costs
and expenses from NCN and other decreased 45.3% due to the contribution of net assets by NCN to NCM.



Stock-based Compensation.Stock-based compensation decreased 57.7% or $1,520,000, during the thirteen weeks
ended June 30, 2005 compared to the thirteen weeks ended July 1, 2004. Current period expense of $1,116,000 relates to options issued by our parent, Holdings, for certain members of our
management. The prior period expense of $2,636,000 relates to deferred stock units granted during fiscal 2005 under the 2003 LTIP and expense related to restricted stock awards becoming fully vested
during the period ended July 1, 2004.

Merger and acquisition costs.Merger and acquisition costs were $1,685,000 during the thirteen weeks ended
June 30, 2005, which are primarily comprised of additional professional and consulting costs related to the Merger and other strategic initiatives.

Management fee.Management fee costs increased $500,000 during the current period. Management fees of $250,000
are paid quarterly, in advance, to two primary shareholders of our parent in exchange for consulting and other services.

Other.Other general and administrative expense decreased 34.0%, or $4,673,000, primarily due to a $1,597,000
decrease in incentive-based compensation due to our decline in operating results, a $818,000 decrease in postretirement expense related to our reorganization activities, a $809,000 decrease in legal
and construction expenses and a $374,000 decrease in salaries due to our reorganization activities.

Restructuring Charge.Restructuring charges were $3,069,000 during the thirteen weeks ended June 30, 2005. These
expenses are related to one-time termination benefits and other costs related to the displacement of approximately 200 associates related to an organizational restructuring, which was
completed to create a simplified organizational structure and a contribution of assets by NCN to NCM. We expect to complete the organizational restructuring including payment of the related costs by
September 29, 2005.

Depreciation and Amortization.Depreciation and amortization increased 22.2%, or $6,820,000, due primarily to increased
property values associated with fair value adjustments recorded as a result of the Merger.

Disposition of Assets and Other Gains.Disposition of assets and other gains were $667,000 during the current period compared
to $2,295,000 in the prior period. The current and prior periods included $675,000 and $2,310,000, respectively of settlements received related to fireproofing claims at various theatres (see
Note 12- Commitment and Contingencies to Consolidated Financial Statements).

28

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Other Income.Other income includes $1,116,000 of income related to the derecognition of stored value card liabilities where
we believe future redemption to be remote.

Interest Expense.Interest expense increased 72.8%, or $13,469,000 primarily due to increased borrowings. On
August 18, 2004, we issued $250,000,000 aggregate principal amount of 85/8% Senior Fixed Rate Notes due 2012 ("Fixed Notes due 2012") and $205,000,000 aggregate principal amount
of Senior Floating Rate Notes due 2010 ("Floating Notes due 2010") which currently bear interest at 7.52%. On August 18, 2004, Holdings issued $304,000,000 aggregate principal amount at
maturity of 12% Senior Discount Notes due 2014 ("Discount Notes due 2014") for gross proceeds of $169,917,760.

Investment Expense (Income).Investment income decreased by $1,287,000 during the current period compared to the prior
period. Interest income decreased by $603,000 due to a decline in invested cash and equivalents and investment losses increased $684,000 related to equity in losses of investments in
non-consolidated entities under the equity method of accounting.

Income Tax Provision (Benefit).The benefit for income taxes from continuing operations was $8,300,000 in the current period
compared to a provision of $13,900,000 in the prior period. The effective tax rates for taxes from continuing operations for the current and prior periods were 41.2% and 46.6%, respectively.

Loss From Discontinued Operations, Net.On June 30, 2005 we sold Japan AMC Theatres, Inc. including four
theatres in Japan with 63 screens. The results of operations of these theatres have been classified as discontinued operations and we also have considered the remaining theatre in Japan with 16
screens within discontinued operations as we expect to sell this theatre during our second fiscal quarter of 2006. The information presented for all periods reflects the new classification. See
Note 3 to the Consolidated Financial Statements for the components of the loss from discontinued operations.

Net Earnings (Loss) for Shares of Common Stock.Net earnings decreased during the thirteen weeks ended June 30, 2005
to a loss of $31,191,000 from earnings of $15,888,000 in the prior period. Preferred Stock dividends of 1,023 shares of Preferred Stock valued at $2,866,000 for the period from April 1, 2004 to
April 19, 2004 and cash dividends of $4,193,000 for the period from April 19, 2004 through
July 1, 2004 were recorded during the prior period. Undistributed earnings of $2,321,000 were allocated to the participating preferred during the prior year under the "two class" method.

LIQUIDITY AND CAPITAL RESOURCES

Our revenues are primarily collected in cash, principally through box office admissions and theatre concessions sales. We have an operating "float" which
partially finances our operations and which generally permits us 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 20 to 45 days following receipt of box office admissions revenues. Film distributors generally release the
films which they anticipate will be the most successful during the summer and holiday seasons. Consequently, we typically generate higher revenues during such periods.

Cash
flows from operating activities, as reflected in the Consolidated Statements of Cash Flows, were $29,837,000 and $69,126,000 during the thirteen weeks ended June 30, 2005 and
July 1, 2004, respectively. The decrease in operating cash flows during the thirteen weeks ended June 30, 2005 is primarily due to decreases in net earnings. We had working capital
deficits as of June 30, 2005 and March 31, 2005 of $92,289,000 and $134,330,000, respectively. We have the ability to borrow against our credit facility to meet obligations as they come
due and had approximately $163,000,000 available on our credit facility to meet these obligations as of June 30, 2005 and March 31, 2005.

29

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During
the first quarter of fiscal 2006, we closed one domestic theatre with eight screens and disposed of four international theatres in Japan with 63 screens resulting in a circuit
total of 224 theatres and 3,475 screens as of June 30, 2005.

Cash Flows from Investing Activities

Cash inflows and (outflows) from investing activities, as reflected in the Consolidated Statements of Cash Flows were $20,069,000 and ($28,006,000), during the
thirteen weeks ended June 30, 2005 and July 1, 2004, respectively. As of June 30, 2005, we had construction in progress of $43,170,000. We had nine North American theatres with a
total of 145 screens under construction as of June 30, 2005. Cash outflows from investing activities include capital expenditures of $16,072,000 and $29,143,000 during the thirteen weeks ended
June 30, 2005 and July 1, 2004, respectively. We expect that our gross capital expenditures in fiscal 2006 will be approximately $130,000,000 and our proceeds from sale/leasebacks will
be approximately $30,000,000.

On
June 30, 2005, we disposed of Japan AMC Theatres, Inc., including four theatres, for a cash sales price of $44,861,000.

We
fund the costs of constructing new theatres using existing cash balances, cash generated from operations or borrowed funds, as necessary. We generally lease our theatres pursuant to
long-term non-cancelable operating leases which may require the developer, who owns the property, to reimburse us for a portion of the construction costs. However, we 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. We currently have one operating theatre and another location under construction that we believe could be sold and leased back for estimated proceeds of $30,000,000 should we elect to do so,
and if allowed under the financial covenants of our existing debt instruments.

Historically,
we have either paid for or leased the equipment used in a theatre. We may purchase leased equipment from lessors, if prevailing market conditions are favorable.

Cash Flows from Financing Activities

Cash flows provided by financing activities, as reflected in the Consolidated Statement of Cash Flows, were $4,345,000 and $24,187,000 during the thirteen weeks
ended June 30, 2005 and July 1, 2004, respectively.

Reference
is made to Management's Discussion and Analysis of Financial Condition and Results of OperationsLiquidity and Capital Resources in our Annual Report on
Form 10-K for the fiscal year ended March 31, 2005 for certain information about our credit facility and our Notes due 2011, Notes due 2012, Notes due 2014, our Fixed Notes
due 2012, Floating Notes due 2010 and Discount Notes due 2014.

Concurrently
with the consummation of the Merger, we have entered into an amendment to our credit facility. We refer to this amended credit facility as the "amended credit facility". The
amended credit facility modifies our previous Second Amended and Restated Credit Agreement dated as of March 26, 2004 which was superseded in connection with the execution of the "amended
credit facility" which was scheduled to mature on April 9, 2009. As of June 30, 2005, we had no amounts outstanding under the amended credit facility and had issued approximately
$12,000,000 in letters of credit, leaving borrowing capacity under the amended credit facility of approximately $163,000,000.

The
amended credit facility permits borrowings at interest rates based on either the bank's base rate or LIBOR, plus applicable margins ranging from 1.0% to 2.0% on base rate loans and
from 2.0% to 3.0% on LIBOR loans, and requires an annual commitment fee of 0.5% on the unused portion of the commitment. The amended credit facility matures on April 9, 2009. The total
commitment under the amended credit facility is $175,000,000, but the amended credit facility contains covenants that may limit AMCE's ability to incur debt (whether under the amended credit facility
or from other sources).

30

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The
indentures relating to our outstanding notes allow us to incur all permitted indebtedness (as defined therein) without restriction, which includes all amounts borrowed under our
credit facility. The indentures also allow us to incur any amount of additional debt as long as we can satisfy the coverage ratio of each indenture, both at the time of the event (under the indenture
for the Notes due 2011) and after giving effect thereto on a pro forma basis (under the indentures for the Notes due 2011, Notes due 2012, Fixed Notes due 2012, Floating Notes due 2010 and Discount
Notes due 2014). Under the indenture relating to the Notes due 2012 and Notes due 2014, the most restrictive of the indentures, we could borrow approximately $83,000,000 as of June 30, 2005 in
addition to permitted indebtedness (assuming an interest rate of 9% per annum on the additional borrowings). If we cannot satisfy the coverage ratios of the indentures, generally we can incur, in
addition to amounts borrowed under the credit facility, no more than $100.0 million of new "permitted indebtedness" under the terms of the indenture relating to the 2011, 2012 and 2014 notes.

The
indentures relating to the above-described notes also contain covenants limiting dividends, purchases or redemptions of stock, transactions with affiliates, and mergers and sales of
assets, and require us 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 indentures), we
would be required to make an offer to repurchase all of the outstanding Notes due 2011, Notes due 2012, Notes due 2014, Fixed Notes due 2012, Floating Notes due 2010 and Discount Notes due 2014 at a
price equal to 101% of the principal amount thereof plus accrued and unpaid interest to the date of repurchase.

As
of June 30, 2005, we were in compliance with all financial covenants relating to the amended credit facility, the Notes due 2011, the Notes due 2012, the Notes due 2014, the
Fixed Notes due 2012, the Floating Notes due 2010 and the Discount Notes due 2014.

We
believe that cash generated from operations and existing cash and equivalents will be sufficient to fund operations and planned capital expenditures and potential acquisitions for at
least the next twelve months and enable us to maintain compliance with covenants related to the credit facility and the notes.

NEW ACCOUNTING PRONOUNCEMENTS

In May 2005, the FASB issued SFAS No. 154,Accounting Changes and Error Corrections a replacement of APB Opinion
No. 20 and FASB Statement No. 3(SFAS 154), which requires retrospective application to prior periods' financial statements of changes in accounting
principle, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. It also requires that a change in depreciation, amortization, or depletion
method for long-lived, nonfinancial assets be accounted for as a change in accounting estimate affected by a change in accounting principle. We are not currently contemplating an
accounting change which would be impacted by SFAS 154.

In
March 2004, the FASB issued Emerging Issues Task Force Issue No. 03-1,The Meaning of Other-Than-Temporary
Impairment and Its Application to Certain Investments("EITF 03-1"). EITF 03-1 includes new guidance for evaluating and recording impairment losses on
debt and equity investments, as well as new disclosure requirements for investments that are deemed to be temporarily impaired. In September 2004, the FASB issued Staff Position EITF Issue
03-1-1, which delays the effective date until additional guidance is issued for the application of the recognition and measurement provisions of EITF 03-1 to
investments in securities that are impaired. We do not believe that the adoption of EITF 03-1will have a material impact on our financial condition or results of operations.

In
December 2004, the FASB issued SFAS No. 153Exchanges of Nonmonetary AssetsAn Amendment of APB Opinion
No. 29. SFAS No. 153 is based on the principle that nonmonetary asset exchanges should be recorded and measured at the fair value of the assets exchanged, with
certain exceptions. This standard requires exchanges of productive assets to be accounted for at fair value, rather than at carryover basis, unless (1) neither the asset received nor the asset
surrendered has a fair value that is determinable within reasonable limits or (2) the transactions lack commercial substance. In addition the Board decided to

31

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retain
the guidance in APB Opinion No. 29 for assessing whether the fair value of a nonmonetary asset is determinable within reasonable limits. SFAS No. 153 is effective for nonmonetary
asset exchanges occurring in fiscal periods beginning after June 15, 2005. Adoption of SFAS No. 153 is not expected to have a material impact on our consolidated financial position,
results of operations or cash flows.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

We are exposed to various market risks including interest rate risk and foreign currency exchange rate risk. We do not hold any significant derivative financial
instruments.

Market risk on variable-rate financial instruments.We maintain a $175,000,000 amended 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. Because we had no borrowings on our credit facility as of June 30, 2005, a 100 basis point increase in market interest rates would have no effect on annual interest
expense or earnings before income taxes. Included in long-term debt are $205,000,000 of our Floating Notes due 2010. A 1% fluctuation in market interest rates would have increased or
decreased interest expense on the Floating Notes due 2010 by $511,000 during the thirteen weeks ended June 30, 2005.

Market risk on fixed-rate financial instruments.Included in long-term debt are $212,811,000 of our
Notes due 2011, $175,000,000 of our Notes due 2012, $300,000,000 of our Notes due 2014, $250,000,000 of our Fixed Notes due 2012 and $187,989,000 of our Discount Notes due 2014. Increases in market
interest rates would generally cause a decrease in the fair value of the Notes due 2011, Notes due 2012, Notes due 2014, Fixed Notes due 2012 and Discount Notes due 2014 and a decrease in market
interest rates would generally cause an increase in fair value of the Notes due 2011, Notes due 2012, Notes due 2014, Fixed Notes due 2012 and Discount Notes due 2014.

Foreign currency exchange rates.We currently have continuing operations in China (Hong Kong), France, Portugal, Spain, the
United Kingdom and Canada. As a result of these operations, we have 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 we do not currently hedge against
foreign currency exchange rate risk, we do not intend to repatriate funds from the operations of our international theatres but instead intend to use them to fund current and future operations. A 10%
fluctuation in the value of the U.S. dollar against all foreign currencies of countries where we currently have continuing operations would either increase or decrease loss before income taxes and
accumulated other comprehensive income (loss) by approximately $0.6 million and $13.3 million, respectively.

32

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Item 4. Controls and Procedures.



The
Company maintains a set of disclosure controls and procedures designed to ensure that material information required to be disclosed in its filings under the Securities Exchange act
of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms. The Company's Chief Executive Officer and Chief
Financial Officer have evaluated these disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q and have determined that such
disclosure controls and procedures were adequately designed and operating effectively.



There
has been no change in our internal control over financial reporting during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.

33

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PART IIOTHER INFORMATION

Item 1.    Legal Proceedings.

Reference is made to Part I. Item 3. Legal Proceedings in our Annual Report on Form 10-K for the fiscal year ended
March 30, 2005 for information on certain litigation to which we are a party.

One
of the cases referred to in our Annual Report on Form 10-K isWilliam Baer and Anlsnara Hamlzonek v. American Multi-Cinema Inc. DOES
1 to 100;Orange County California Superior Court, Case No. 04CC00507. The Company has entered into a settlement agreement for $110,000 and the matter has been
concluded.

Another
case referred to wasErnest Galindo v. American Multi-Cinema Inc. et al.(Case no. BC328770, Los Angeles County
Superior Court). This case was recently dismissed without prejudice.

We
are a party to various other legal proceedings in the ordinary course of business, none of which is expected to have a material adverse effect on us.

Item 6.    Exhibits.

EXHIBIT INDEX

|EXHIBIT NUMBER |  | DESCRIPTION                                                                                                                                                                                                                                                                                                                                                                                 
|-------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.1(a)(1)      |  | Interim Operating Agreement dated December 6, 2001 by and among AMC Entertainment Inc. and GC Companies, Inc. (incorporated by reference from Exhibit 10.1 to the Company's Form 8-K (File No. 001-08747) filed on December 12,
2001).                                                                                                                                                      
|2.1(a)(2)      |  | Amendment dated January 28, 2002 to Interim Operating Agreement dated December 6, 2001 between GC Companies, Inc. and AMC Entertainment Inc. (Incorporated by reference from Exhibit 2.2 to Form 10-Q for the thirty-nine weeks ended
December 27, 2001.                                                                                                                                    
|2.1(b)(1)      |  | Letter of Intent dated December 6, 2001 by and among AMC Entertainment Inc. and GC Companies, Inc. (incorporated by reference from Exhibit 10.2 to the Company's Form 8-K (File No. 001-08747) filed on December 12,
2001).                                                                                                                                                                 
|2.1(b)(2)      |  | Letter of Intent, amended as of January 15, 2002, by and among AMC Entertainment Inc. and GC Companies, Inc. (incorporated by reference from Exhibit 2.5(b)(2) to Amendment No. 1 to the Company's Registration Statement on Form S-3
(File No. 333-75208) filed on January 25, 2002).                                                                                                      
|2.1(b)(3)      |  | Letter of Intent dated December 6, 2001, amended and restated as of January 28, 2002, between GC Companies, Inc. and AMC Entertainment Inc. (incorporated by reference from Exhibit 2.3 to Form 10-Q for the thirty-nine weeks ended
December 27, 2001).                                                                                                                                    
|2.1(c)(1)      |  | Support Agreement dated December 6, 2001, by and among AMC Entertainment Inc., the Official Committee of Unsecured Creditors in the Chapter 11 Cases of the GCX Debtors, General Electric Capital Corporation and Harcourt General, Inc.
(incorporated by reference from Exhibit 10.3 to the Company's Form 8-K (File No. 001-08747) filed on December 11, 2001).                           
|2.1(c)(2)      |  | Support Agreement dated December 6, 2001, amended and restated as of January 28, 2002, between AMC Entertainment Inc., General Electric Capital Corporation, Harcourt General, Inc. and the Official Committee of Unsecured Creditors in the
Chapter 11 Case of the GCX Debtors (incorporated by reference from Exhibit 2.4 to Form 10-Q for the thirty-nine weeks ended December 27, 2001).
|               |  |                                                                                                                                                                                                                                                                                                                                                                                             

34

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|2.1(c)(3) |  | Support Agreement dated February 27, 2002, by and among AMC Entertainment Inc., GC Companies, Inc. ("GCX," and together with its Chapter 11 debtor affiliated entities, the "GCX Debtors"), the Official Committee of Unsecured Creditors in the
Chapter 11 Cases of the GCX Debtors and The Bank of Nova Scotia (incorporated by reference from Exhibit 2.1 to Form 8-K filed March 7, 2002).                                                                                                                                                                                    
|--------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.1(d)(1) |  | Joint Plan of Reorganization of Debtors and Official Committee of Unsecured Creditors for GC Companies, Inc. and its jointly administered subsidiaries (incorporated by reference from Exhibit 2 to the Company's Form 8-K (File
No. 001-05747) filed on December 28, 2001.                                                                                                                                                                                                                                                                                                       
|2.1(d)(2) |  | First Amended Joint Plan of Reorganization of Debtors and Official Committee of Unsecured Creditors for GC Companies, Inc. and its Jointly Administered Subsidiaries filed on January 30, 2002 with the United States Bankruptcy Court for the
District of Delaware. (Incorporated by reference from Exhibit 2.5 to Form 10-Q for the thirty-nine weeks ended December 27, 2001).                                                                                                                                                                                                 
|2.1(d)(3) |  | Modified First Amended Joint Plan of Reorganization of Debtors and Official Committee of Unsecured Creditors for GC Companies, Inc. and its Jointly Administered Subsidiaries filed on March 1, 2002 with the United States Bankruptcy Court for the
District of Delaware (incorporated by reference from Exhibit 2.2 to Form 8-K filed March 7, 2002).                                                                                                                                                                                                                           
|2.1(d)(4) |  | Support Agreement dated February 14, 2002, by and among GC Companies, Inc., the Official Committee of Unsecured Creditors in the Chapter 11 Cases of GCC Debtors, AMC Entertainment Inc., Fleet National Bank and Bank of America, N.A.
(incorporated by reference from Exhibit 2.5(c) (3) to Amendment No. 3 to the Company's Registration Statement on Form S-3 (File No. 333-75208) filed on February 22, 2002).                                                                                                                                                               
|2.1(e)    |  | Stock Purchase Agreement dated January 15, 2002 among GC Companies, Inc., AMC Entertainment Inc., American Multi-Cinema, Inc. and Centertainment Development, Inc. (incorporated by reference from Exhibit 2.5(e) to Amendment No. 1 to the
Company's Registration Statement on Form S-3 (File No. 333-75208) filed on January 25, 2002).                                                                                                                                                                                                                                         
|2.1(f)    |  | Joint Commitment Agreement dated as of February 1, 2002 among AMC Entertainment Inc., Chestnut Hill Investments LLC, Richard A. Smith, John Berylson, and Demos Kouvaris. (Incorporated by reference from Exhibit 2.5(f) to the Amendment
No. 2 to the Company's Registration Statement on Form S-3 (File No. 333-75208) filed on February 8, 2002).                                                                                                                                                                                                                              
|2.1(g)    |  | Agreement and Plan of Merger, dated June 20, 2005, by and among Marquee Holdings Inc. and LCE Holdings, Inc. (incorporated by reference from Exhibit 2.1 to the Company's Form 8-K filed on June 24, 2005).                                                                                                                                                                                                                                                                                                                                                                       
|2.2       |  | Purchase and Sale Agreement, dated as of March 9, 2002, by and among G.S. Theaters, L.L.C., a Louisiana limited liability Company, Westbank Theatres, L.L.C., a Louisiana limited liability company, Clearview Theatres, L.L.C., a Louisiana limited
liability company, Houma Theater, L.L.C., a Louisiana limited liability company, Hammond Theatres, L.L.C., a Louisiana limited liability company, and American Multi-Cinema, Inc. together with Form of Indemnification Agreement (Appendix J)
(incorporated by reference from Exhibit 2.1 to Form 8-K filed March 13, 2002).
|          |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

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|2.3    |  | Agreement and Plan of Merger, dated as of July 22, 2004 by and among Marquee Holdings, Inc., Marquee Inc. and AMC Entertainment Inc. (incorporated by reference from Exhibit 2.1 to Form 8-K filed June 23, 2004).                                                                                                                                                                                                                                                                                                                                                                                                                   
|------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1(a) |  | Restated and Amended Certificate of Incorporation of AMC Entertainment Inc. (as amended on December 2, 1997 and September 18, 2001 and December 23, 2004) (Incorporated by Reference from Exhibit 3.1 to the Company's Form 8-K
(File No. 1-8747) filed December 27, 2004).                                                                                                                                                                                                                                                                                                                                                          
|3.1(b) |  | Certificate of Designations of Series A Convertible Preferred Stock and Series B Exchangeable Preferred Stock of AMC Entertainment Inc. (restated for filing purposes in accordance with Rule 102(c) of Regulation S-T.) (Incorporated by reference
from Exhibit 3.1(b) to the Company's Form 10-Q (File No. 1-8747) for the quarter ended June 27, 2002).                                                                                                                                                                                                                                                                           
|3.2    |  | Amended and Restated Bylaws of AMC Entertainment Inc. (Incorporated by Reference from Exhibit 3.2 to the Company's Form 10-Q (File No. 1-8747) filed December 27, 2004).                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|4.1(a) |  | Second Restated and Amended Credit Agreement dated as of March 25, 2004, among AMC Entertainment In., as the Borrower, The Bank of Nova Scotia, as Administrative Agent and Sole Book Runner, Citicorp North America, Inc. and General Electric
Capital Corporation, as Co-Documentation Agents, bank of America, N.A. as Syndication Agent and Various Financial Institutions, as Lenders, together with the following exhibits thereto: form of note and form of pledge and security agreement.
(Incorporated by reference from Exhibit 4.1 to the Company's current report on Form 8-K (File No. 1-8747) dated February 14, 2004).
|4.1(b) |  | First Amendment, dated August 16, 2004, to Second Amended and Restated Credit Agreement dated as of March 26, 2004 (incorporated by reference from Exhibit 4.1(g) to the Company's Registration Statement on Form S-4 (File
No. 333-13911) filed September 2, 2004).                                                                                                                                                                                                                                                                                                                                                                 
|4.1(c) |  | Second Amendment, dated November 23, 2004, to Second Amended and Restated Credit Agreement dated as of March 26, 2004 (incorporated by reference from Exhibit 4.1(h) to the Company's Registration Statement on Form S-4 (File
No. 333-122376) filed on January 28, 2005).                                                                                                                                                                                                                                                                                                                                                           
|4.2(a) |  | Indenture, dated January 27, 1999, respecting AMC Entertainment Inc.'s 91/2% Senior Subordinated Notes due 2011. (Incorporated by reference from Exhibit 4.3 to the Company's Form 10-Q (File
No. 1-8747) for the quarter ended December 31, 1998).                                                                                                                                                                                                                                                                                                                                                                                  
|4.2(b) |  | First Supplemental Indenture dated March 29, 2002 respecting AMC Entertainment Inc.'s 91/2% Senior Subordinated Notes due 2011. (Incorporated by reference from Exhibit 4 to Form 8-K (File No. 1-8747)
dated April 10, 2002).                                                                                                                                                                                                                                                                                                                                                                                                       
|4.2(c) |  | Agreement of Resignation, Appointment and Acceptance, dated August 30, 2000, among the Company, The Bank of New York and HSBC Bank USA respecting AMC Entertainment Inc.'s 91/2% Senior Subordinated Notes due 2011.
(Incorporated by reference from Exhibit 4.3(a) to the Company's Form 10-Q (File No. 1-8747) for the quarter ended September 28, 2000).                                                                                                                                                                                                                                                                          
|4.2(d) |  | Second Supplemental Indenture dated December 23, 2004 respecting AMC Entertainment Inc.'s 91/2% Senior Subordinated Notes due 2011 (incorporated by reference from Exhibit 4.1 to the Company's 8-K (File
No. 1-8747) filed January 12, 2005).                                                                                                                                                                                                                                                                                                                                                                                       
|       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

36

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|4.3    |  | Registration Rights Agreement, dated January 27, 1999, respecting AMC Entertainment Inc.'s 91/2% Senior Subordinated Notes due 2011 (Incorporated by reference from Exhibit 4.4 to the Company's Form 10-Q
(File No. 1-8747) for the quarter ended December 31, 1998).                                                                      
|------ |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.4(a) |  | Indenture, dated January 16, 2002, respecting AMC Entertainment Inc.'s 97/8% Senior Subordinated Notes due 2012 (incorporated by reference from Exhibit 4.5 to Amendment No. 1 to the Company's Registration
Statement on Form S-3 (File No. 333-75208) filed on January 25, 2002).                                                         
|4.4(b) |  | First Supplemental Indenture, dated December 23, 2004 respecting AMC Entertainment Inc.'s 97/8% Senior Subordinated Notes due 2012 (incorporated by reference from Exhibit 4.5(b) to the Company's Registration
Statement on Form S-4 (File No. 333-122376) filed on January 28, 2005).                                                     
|4.5    |  | Registration Rights Agreement, dated January 16, 2002, respecting AMC Entertainment Inc.'s 97/8% Senior Subordinated Notes (incorporated by reference from Exhibit 4.6 to Amendment No. 1 to the Company's
Registration Statement on Form S-3 (File No. 333-75208) filed on January 25, 2002).                                              
|4.6(a) |  | Indenture, dated February 24, 2004, respecting AMC Entertainment Inc.'s 8% Senior Subordinated Notes due 2014. (Incorporated by reference from Exhibit 4.7 to the Company's Registration Statement on Form S-4 (File
No. 333-113911) filed on March 24, 2004.)                                                                              
|4.6(b) |  | First Supplemental Indenture, dated December 23, 2004, respecting AMC Entertainment Inc.'s 8% Senior Subordinated Notes due 2014 (incorporated by reference from Exhibit 4.7(b) to the Company's Registration Statement on Form S-4
(File No. 333-122376 filed on January 28, 2005).                                                        
|4.7    |  | Registration Rights Agreement, dated February 24, 2004, respecting AMC Entertainment Inc.'s 8% senior subordinated notes due 2014. (Incorporated by reference from Exhibit 4.8 to the Company's Registration Statement on Form S-4
(File No. 333-113911) filed on March 24, 2004.)                                                          
|4.8(a) |  | Indenture, dated August 18, 2004, respecting AMC Entertainment Inc.'s, as successor by merger to Marquee Inc.'s, 85/8% Senior Notes due 2012 (incorporated by reference from Exhibit 4.9(a) to the Company's
Registration Statement on Form S-4 (File No. 333-122376) filed on January 28, 2005).                                           
|4.8(b) |  | First Supplemental Indenture, dated December 23, 2004, respecting AMC Entertainment Inc.'s, as successor by merger to Marquee Inc.'s, 85/8% Senior Notes due 2012 (incorporated by reference from Exhibit 4.9(a)
to the Company's Registration Statement on Form S-4 (File No. 333-122376) filed on January 28, 2005).                      
|4.9(a) |  | Registration Rights Agreement dated August 18, 2004, respecting AMC Entertainment Inc.'s, as successor by merger to Marquee Inc.'s, 85/8% Senior Notes due 2012 (incorporated by reference from Exhibit 4.10(a) to the
Company's Registration Statement on Form S-4 (File No. 333-122376) filed on January 28, 2005).                       
|4.9(b) |  | Joinder Agreement to Registration Rights Agreement dated December 23, 2004, respecting AMC Entertainment Inc.'s, as successor by merger to Marquee Inc.'s, 85/8% Senior Notes due 2012 (incorporated by reference from
Exhibit 4.10(b) to the Company's Registration Statement on Form S-4 (File No. 333-122376) filed on January 28, 2005).
|       |  |                                                                                                                                                                                                                                                                                                                                             

37

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|4.10(a) |  | Indenture, dated August 18, 2004, respecting AMC Entertainment Inc.'s, as successor by merger to Marquee Inc.'s, Senior Floating Rate Notes due 2010 (incorporated by reference from Exhibit 4.11(a) to the Company's Registration Statement on
Form S-4 (File No. 333-122376) filed on January 28, 2005).                                          
|------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.10(b) |  | First Supplemental Indenture, dated December 23, 2004, respecting AMC Entertainment Inc.'s, as successor by merger to Marquee Inc.'s, Senior Floating Rate Notes due 2010 (incorporated by reference from Exhibit 4.11(b) to the Company's
Registration Statement on Form S-4 (File No. 333-122376) filed on January 28, 2005).                     
|4.11(a) |  | Registration Rights Agreement dated August 18, 2004, respecting AMC Entertainment Inc.'s, as successor by merger to Marquee Inc.'s, Senior Floating Rate Notes due 2010 (incorporated by reference from Exhibit 4.12(a) to the Company's
Registration Statement on Form S-4 (File No. 333-122376) filed on January 28, 2005).                       
|4.11(b) |  | Joinder Agreement to Registration Rights Agreement dated December 23, 2004, respecting AMC Entertainment Inc.'s, as successor by merger to Marquee Inc.'s, Senior Floating Rate Notes due 2010 (incorporated by reference from Exhibit 4.12(b)
to the Company's Registration Statement on Form S-4 (File No. 333-122376) filed on January 28, 2005).
|4.12(a) |  | Indenture, dated August 18, 2004, respecting Marquee Holdings Inc.'s 12% Senior Discount Notes due 2014 (incorporated by reference from Exhibit 4.13 to Holdings' Registration Statement on Form S-4 (File No. 333-122636)
filed on February 8, 2005).                                                                                              
|4.12(b) |  | Registration Rights Agreement dated August 18, 2004, respecting Marquee Holdings Inc.'s 12% Senior Discount Notes due 2014 (incorporated by reference from Exhibit 4.14 to Holdings' Registration Statement on Form S-4 (File No.
333-122636) filed on February 8, 2005).                                                                           
|*31.1   |  | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Acts of 2002.                                                                                                                                                                                                                                                
|*31.2   |  | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Acts of 2002.                                                                                                                                                                                                                                                
|*32.1   |  | Section 906 Certifications of Peter C. Brown (Chief Executive Officer) and Craig R. Ramsey (Chief Financial Officer) furnished in accordance with Securities Act Release 33-8212.                                                                                                                                                                   

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.

|                      |  | MARQUEE HOLDINGS INC.                                                                       
|--------------------- |  | --------------------------------------------------------------------------------------------
|Date: August 15, 2005 |  | /s/PETER C. BROWNPeter c. Brown
Chairman of the Board,
Chief Executive Officer and President
|Date: August 15, 2005 |  | /s/CRAIG R. RAMSEYCraig R. Ramsey
Executive Vice President and
Chief Financial Officer      

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