Exhibit 10.2


AMENDED AND RESTATED


BYLAWS


OF


AMC ENTERTAINMENT
HOLDINGS, INC.


June 11, 2007


ARTICLE I.


OFFICES


1.                                       The
registered office shall be in the City of Wilmington, County of New Castle,
State of Delaware.


2.                                       The
Corporation may also have offices at such other places both within and without
the State of Delaware as the Board of Directors may from time to time determine
or the business of the Corporation may require.


ARTICLE II.


MEETINGS OF STOCKHOLDERS


1.                                       Meetings
of stockholders shall be held at any place within or outside the State of
Delaware designated by the Board of Directors.  In the absence of any such
designation, stockholders’ meetings shall be held at the principal executive
office of the Corporation.


2.                                       The
annual meeting of stockholders shall be held each year on a date and a time
designated by the Board of Directors.  At each annual meeting directors
shall be elected and any other proper business may be transacted.


3.                                       A
majority of the stock issued and outstanding and entitled to vote at any
meeting of stockholders, the holders of which are present in person or
represented by proxy, shall constitute a quorum for the transaction of business
except as otherwise provided by law, by the Amended and Restated Certificate of
Incorporation (as the same may be amended from time to time, the “Certificate
of Incorporation”), or by these Bylaws.  A quorum, once established,
shall not be broken by the withdrawal of enough votes to leave less than a
quorum and the votes present may continue to transact business until
adjournment.  If, however, such quorum shall not be present or represented
at any meeting of the stockholders, a majority of the voting stock represented
in person or by proxy may adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall be present or
represented.  At such adjourned meeting at which a quorum shall be present
or represented, any business may be transacted which might have been transacted
at the meeting as originally notified.  If the adjournment is for more
than thirty days, or if after the adjournment a new record date is fixed













for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote thereat.


4.                                       Except
as otherwise provided in the Certificate of Incorporation of the Corporation,
when a quorum is present at any meeting, the vote of the holders of a majority
of the stock having voting power present in person or represented by proxy
shall decide any question brought before such meeting, unless the question is
one upon which by express provision of General Corporation Law of Delaware (“DGCL”),
or the Certificate of Incorporation, or these Bylaws, a different vote is
required in which case such express provision shall govern and control the
decision of such question.


5.                                       Except
as otherwise provided in the Certificate of Incorporation: (i) at each meeting
of the stockholders, each stockholder having the right to vote may vote in
person or may authorize another person or persons to act for him by proxy
appointed by an instrument in writing subscribed by such stockholder and
bearing a date not more than three years prior to said meeting, unless said
instrument provides for a longer period; (ii) all proxies must be filed with
the Secretary of the Corporation at the beginning of each meeting in order to
be counted in any vote at the meeting; (iii) each stockholder shall have one
vote for each share of stock having voting power, registered in his name on the
books of the Corporation on the record date set by the Board of Directors as
provided in Article V, Section 6 hereof; and (iv) all elections shall be had
and all questions decided by a plurality vote.


6.                                       Except
as otherwise provided in the Certificate of Incorporation, special meetings of
the stockholders, for any purpose, or purposes, unless otherwise prescribed by
statute or by the Certificate of Incorporation, may be called by the President
and Chief Executive Officer and shall be called by the President and Chief Executive
Officer or the Secretary at the request in writing of a majority of the Board
of Directors, or at the request in writing of stockholders owning at least 10%
of the voting stock of the Corporation issued and outstanding and entitled to
vote.  Such request shall state the purpose or purposes of the proposed
meeting.  Business transacted at any special meeting of stockholders shall
be limited to the purposes stated in the notice.


7.                                       Whenever
stockholders are required or permitted to take any action at a meeting, a
written notice of the meeting shall be given which notice shall state the
place, date and hour of the meeting, and, in the case of a special meeting, the
purpose or purposes for which the meeting is called.  The written notice
of any meeting shall be given to each stockholder entitled to vote at such
meeting not less than ten nor more than sixty days before the date of the
meeting.  If mailed, notice is given when deposited in the United States
mail, postage prepaid, directed to the stockholder at his address as it appears
on the records of the Corporation.


8.                                       The
officer who has charge of the stock ledger of the Corporation shall prepare and
make, at least ten days before every meeting of stockholders, a complete list
of the stockholders entitled to vote at the meeting, arranged in alphabetical
order, and showing the address of each stockholder and the number of shares
registered in the name of each stockholder.  Such list shall be open to
the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten days prior to the
meeting, either at a place within the city where the meeting is to be held,
which place shall be



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specified in
the notice of the meeting, or, if not so specified, at the place where the
meeting is to be held.  The list shall also be produced and kept at the
time and place of the meeting during the whole time thereof, and may be
inspected by any stockholder who is present.


9.                                       Unless
otherwise provided in the Certificate of Incorporation, any action required to
be taken at any annual or special meeting of stockholders of the Corporation,
or any action which may be taken at any annual or special meeting of such
stockholders, may be taken without a meeting, without prior notice and without
a vote, if a consent in writing, setting forth the action so taken, shall be
signed by the holders of outstanding stock having not less than the minimum
number of votes that would be necessary to authorize or take such action at a meeting
at which all shares entitled to vote thereon were present and voted. 
Prompt notice of the taking of the corporate action without a meeting by less
than unanimous written consent shall be given to those stockholders who have
not consented in writing.


ARTICLE III.


DIRECTORS


1.                                       The
number of directors which shall constitute the whole Board shall be not less
than two (2) nor more than nine (9), provided
that the number of directors on the Board may be increased to more than nine
(9) in accordance with the Certificate of Incorporation.  The number of
directors shall be fixed from time to time in accordance with the Certificate
of Incorporation, and the Board shall initially consist of nine (9) directors
determined in accordance with the Certificate of Incorporation.  The
directors need not be stockholders.  The directors shall be elected by the
stockholders and hold office as provided in the Certificate of Incorporation.


2.                                       Except
as otherwise provided in the Certificate of Incorporation, the property and
business of the Corporation shall be managed by or under the direction of its
Board of Directors.  In addition to the powers and authorities by these
Bylaws expressly conferred upon them, the Board may exercise all such powers of
the Corporation and do all such lawful acts and things as are not by statute or
by the Certificate of Incorporation or by these Bylaws, directed or required to
be exercised or done by the stockholders.


MEETINGS OF THE BOARD OF DIRECTORS


3.                                       The
directors may hold their meetings and have one or more offices, and keep the
books of the Corporation outside of the State of Delaware.


4.                                       Regular
meetings of the Board of Directors may be held without notice at such time and
place as shall from time to time be determined by the Board of Directors so
long as the times and dates of such meetings are publicized in advance to all
directors.


5.                                       Special
meetings of the Board may be called only by a Class A-1 Director or a Class L-1
Director (each as defined in the Certificate of Incorporation) and may be held
upon twenty-four (24) hours’ notice to each director, either personally, by
mail or by facsimile, or such shorter period as approved by all the Class A-1
Directors and all the Class L-1 Directors; provided, that such notice
requirement shall be deemed waived for any special meeting if each director is
present at such special meeting.



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6.                                       At
all meetings of the Board of Directors a majority of the votes of directors
comprising the entire Board of Directors shall constitute a quorum, except as
may be otherwise specifically provided by statute, by the Certificate of
Incorporation or by these Bylaws.  If a quorum shall not be present at any
meeting of the Board of Directors, the directors present thereat may adjourn
the meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.


7.                                       Except
as otherwise restricted by the Certificate of Incorporation or these Bylaws,
any action required or permitted to be taken at any meeting of the Board of
Directors or of any committee thereof may be taken without a meeting, if all
members of the Board or committee required to vote to approve such action, as
the case may be, consent thereto in writing, and the writing or writings are
filed with the minutes of proceedings of the Board or committee.


8.                                       Except
as otherwise restricted by the Certificate of Incorporation or these Bylaws,
members of the Board of Directors, or any committee designated by the Board of
Directors, may participate in a meeting of the Board of Directors, or any
committee, by means of conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and such participation in a meeting shall constitute presence in person at such
meeting.


COMMITTEES OF DIRECTORS


9.                                       Except
as otherwise provided in the Certificate of Incorporation: (i) the Board of
Directors, by resolution passed by a majority of the whole Board, (A) may
designate one or more committees and (B) shall designate audit, compensation
and such other committees as may be necessary to comply with applicable law;
(ii) the Board may designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting of
the committee; (iii) in the absence or disqualification of a member of a
committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member; (iv) any such
committee, to the extent provided in the resolution of the Board of Directors,
shall have and may exercise all the powers and authority of the Board of
Directors in the management of the business and affairs of the Corporation, and
may authorize the seal of the Corporation to be affixed to all papers which may
require it; but no such committee shall have the power or authority in
reference to amending the Certificate of Incorporation, adopting an agreement
of merger or consolidation, recommending to the stockholders the sale, lease or
exchange of all or substantially all of the Corporation’s property and assets,
recommending to the stockholders a dissolution of the Corporation or a
revocation of a dissolution, or amending the Bylaws of the Corporation; (v)
unless the resolution expressly so provides, no such committee shall have the
power or authority to declare a dividend or to authorize the issuance of stock
and (vi) unless otherwise required by applicable law, each such committee shall
consist of one or more of the directors of the Corporation and shall include
(A) at least one Class A-1 Director, so long as either the JPMP Investors or
the Apollo Investors (each as defined in the Certificate of Incorporation) have
the right to designate at least one Class A-1 Director pursuant to the
Certificate of Incorporation, and (B) at least one Class L-1 Director, so long
as any of the Carlyle Investors, Bain Investors or Spectrum Investors (each as
defined in the Certificate of



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Incorporation)
have the right to designate at least one Class L-1 Director pursuant to the
Certificate of Incorporation.


10.                                 Each
committee shall keep regular minutes of its meetings and report the same to the
Board of Directors when required.


COMPENSATION OF DIRECTORS


11.                                 Except
as otherwise restricted by the Certificate of Incorporation or these Bylaws:
(i) the Board of Directors shall have the authority to fix the compensation of directors;
(ii) the directors may be paid their expenses, if any, of attendance at each
meeting of the Board of Directors and may be paid a fixed sum for attendance at
each meeting of the Board of Directors or a stated salary as director; (iii) no
such payment shall preclude any director from serving the Corporation in any
other capacity and receiving compensation therefor, and (iv) members of special
or standing committees may be allowed like compensation for attending committee
meetings.


ARTICLE IV.


OFFICERS


1.                                       The
officers of the Corporation shall be chosen by the Board of Directors and shall
include a President and Chief Executive Officer, a Secretary, and a
Treasurer.  The Corporation may also have at the discretion of the Board
of Directors, and except as otherwise provided in the Certificate of
Incorporation, such other officers as are desired, including a Chairman of the
Board, one or more Vice Presidents, one or more Assistant Secretaries and
Assistant Treasurers, and such other officers as may be appointed in accordance
with the provisions of the Certificate of Incorporation and Section 3
hereof.  In the event there are two or more Vice Presidents, then one or
more may be designated as Executive Vice President, Senior Vice President, or
other similar or dissimilar title.  At the time of the election of
officers, the directors may by resolution determine the order of their
rank.  Any number of offices may be held by the same person, unless the
Certificate of Incorporation or these Bylaws otherwise provide.


2.                                       The
Board of Directors shall choose the officers of the Corporation.


3.                                       The
Board of Directors may appoint such other officers and agents as it shall deem
necessary who shall hold their offices for such terms and shall exercise such
powers and perform such duties as shall be determined from time to time by the
Board.


4.                                       The
salaries of all officers and agents of the Corporation shall be fixed by the
Board of Directors.


5.                                       The
officers of the Corporation shall hold office until their successors are chosen
and qualify in their stead.  Any officer elected or appointed by the Board
of Directors may be removed at any time by the affirmative vote of a majority
of the Board of Directors.  If the office



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of any officer or officers
becomes vacant for any reason, the vacancy shall be filled by the Board of
Directors.


CHAIRMAN OF THE BOARD


6.                                       Except
as otherwise provided in the Certificate of Incorporation, the Chairman of the
Board, if such an officer be elected, shall, if present, preside at all
meetings of the Board of Directors and exercise and perform such other powers
and duties as may be from time to time assigned to him by the Board of
Directors or prescribed by these Bylaws.


PRESIDENT AND CHIEF EXECUTIVE OFFICER


7.                                       Subject
to such supervisory powers, if any, as may be given by the Board of Directors
to the Chairman of the Board, if there be such an officer, the President and
Chief Executive Officer shall be the Chief Executive Officer of the Corporation
and shall, subject to the control of the Board of Directors, and except as
otherwise provided in the Certificate of Incorporation, have general
supervision, direction and control of the business and officers of the
Corporation. The President and Chief Executive Officer (i) shall preside
at all meetings of the stockholders and, in the absence of the Chairman of the
Board, or if there be none, at all meetings of the Board of Directors; (ii)
shall be an ex-officio member of all committees and shall have the general
powers and duties of management usually vested in the office of President and
Chief Executive Officer of corporations; and (iii) shall have such other powers
and duties as may be prescribed by the Board of Directors or these Bylaws.


VICE PRESIDENTS


8.                                       In
the absence or disability of the President and Chief Executive Officer, the
Vice Presidents in order of their rank as fixed by the Board of Directors, or
if not ranked, the Vice President designated by the Board of Directors, shall
perform all the duties of the President and Chief Executive Officer, and when
so acting shall have all the powers of and be subject to all the restrictions
upon the President and Chief Executive Officer.  The Vice Presidents shall
have such other duties as from time to time may be prescribed for them,
respectively, by the Board of Directors.



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SECRETARY AND ASSISTANT SECRETARY


9.                                       The
Secretary shall attend all sessions of the Board of Directors and all meetings
of the stockholders and record all votes and the minutes of all proceedings in
a book to be kept for that purpose; and shall perform like duties for the
standing committees when required by the Board of Directors.  He shall
give, or cause to be given, notice of all meetings of the stockholders and of
the Board of Directors, and shall perform such other duties as may be prescribed
by the Board of Directors or these Bylaws.  He shall keep in safe custody
the seal of the Corporation, and when authorized by the Board, affix the same
to any instrument requiring it, and when so affixed it shall be attested by his
signature or by the signature of an Assistant Secretary.  The Board of
Directors may give general authority to any other officer to affix the seal of
the Corporation and to attest the affixing by his signature.


10.                                 Should
one be appointed by the Board of Directors, the Assistant Secretary, or if
there be more than one, the Assistant Secretaries in the order determined by
the Board of Directors, or if there be no such determination, the Assistant
Secretary designated by the Board of Directors, shall, in the absence or disability
of the Secretary, perform the duties and exercise the powers of the Secretary
and shall perform such other duties and have such other powers as the Board of
Directors may from time to time prescribe.


TREASURER AND ASSISTANT TREASURER


11.                                 The
Treasurer shall have the custody of the corporate funds and securities and
shall keep full and accurate accounts of receipts and disbursements in books
belonging to the Corporation and shall deposit all moneys, and other valuable
effects in the name and to the credit of the Corporation, in such depositories
as may be designated by the Board of Directors.  He shall disburse the
funds of the Corporation as may be ordered by the Board of Directors, taking
proper vouchers for such disbursements, and shall render to the Board of
Directors, at its regular meetings, or when the Board of Directors so requires,
an account of all his transactions as Treasurer and of the financial condition
of the Corporation.  If required by the Board of Directors, he shall give
the Corporation a bond, in such sum and with such surety or sureties as shall
be satisfactory to the Board of Directors, for the faithful performance of the
duties of his office and for the restoration to the Corporation, in case of his
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the Corporation.


12.                                 Should
one be appointed by the Board of Directors, the Assistant Treasurer, or if there
shall be more than one, the Assistant Treasurers in the order determined by the
Board of Directors, or if there be no such determination, the Assistant
Treasurer designated by the Board of Directors, shall, in the absence or
disability of the Treasurer, perform the duties and exercise the powers of the
Treasurer and shall perform such other duties and have such other powers as the
Board of Directors may from time to time prescribe.



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ARTICLE V.


CERTIFICATES OF STOCK


1.                                       Every
holder of stock of the Corporation shall be entitled to have a certificate
signed by, or in the name of the Corporation by, the Chairman or Vice Chairman
of the Board of Directors, or the President and Chief Executive Officer or a
Vice President, and by the Secretary or an Assistant Secretary, or the
Treasurer or an Assistant Treasurer of the Corporation, certifying the number
of shares represented by the certificate owned by such stockholder in the
Corporation.


2.                                       Any
or all of the signatures on the certificate may be a facsimile.  In case
any officer, transfer agent, or registrar who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to be such
officer, transfer agent, or registrar before such certificate is issued, it may
be issued by the Corporation with the same effect as if he were such officer,
transfer agent, or registrar at the date of issue.


3.                                       Except
as otherwise provided in the Certificate of Incorporation, if the Corporation
shall be authorized to issue more than one class of stock or more than one
series of any class, the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock or
series thereof and the qualification, limitations or restrictions of such
preferences and/or rights shall be set forth in full or summarized on the face
or back of the certificate which the Corporation shall issue to represent such
class or series of stock, provided that,
except as otherwise provided in section 202 of the General Corporation Law of
Delaware, in lieu of the foregoing requirements, there may be set forth on the
face or back of the certificate which the Corporation shall issue to represent
such class or series of stock, a statement that the Corporation will furnish
without charge to each stockholder who so requests the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights.


4.                                       Except
as otherwise provided in the Certificate of Incorporation, the Corporation shall issue certificates for
fractions of a share.  Except as
otherwise provided in the Certificate of Incorporation, the Board of Directors shall have power and authority to make all such
rules and regulations as it may deem expedient concerning the issue, transfer
and registration of certificates representing shares of the Corporation.


LOST, STOLEN OR DESTROYED CERTIFICATES


5.                                       Except
as otherwise provided in the Certificate of Incorporation, the Board of
Directors may direct a new certificate or certificates to be issued in place of
any certificate or certificates theretofore issued by the Corporation alleged
to have been lost, stolen or destroyed, upon the making of an affidavit of that
fact by the person claiming the certificate of stock to be lost, stolen or
destroyed.  When authorizing such issue of a new certificate or
certificates, the Board of Directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate or certificates, or his legal



 8
 









representative, to advertise
the same in such manner as it shall require and/or to give the Corporation a
bond in such sum as it may direct as indemnity against any claim that may be
made against the Corporation with respect to the certificate alleged to have
been lost, stolen or destroyed.


TRANSFERS OF STOCK


6.                                       Except
as otherwise provided in the Certificate of Incorporation, the Stockholders
Agreement, dated June 11, 2007 (the “Stockholders Agreement”), among the
Corporation and the Investors named therein or in the Management Stockholders
Agreement, dated June 11, 2007 (the “Management Stockholders Agreement”),
among the Corporation, the JPMP/Apollo Investors, the BCS Investors and the
Management Stockholders named therein, upon surrender to the Corporation, or
the transfer agent of the Corporation, of a certificate for shares duly
endorsed or accompanied by proper evidence of succession, assignation or
authority to transfer, it shall be the duty of the Corporation to issue a new
certificate to the person entitled thereto, cancel the old certificate and
record the transaction upon its books.


FIXING RECORD DATE


7.                                       In
order that the Corporation may determine the stockholders entitled to notice of
or to vote at any meeting of the stockholders, or any adjournment thereof, or
to express consent to corporate action in writing without a meeting, or
entitled to receive payment of any dividend or other distribution or allotment
of any rights, or entitled to exercise any rights in respect of any change,
conversion or exchange of stock or for the purpose of any other lawful action,
the Board of Directors may, except as otherwise provided in the Certificate of
Incorporation, fix a record date which shall not be more than sixty nor less
than ten days before the date of such meeting, nor more than sixty days prior
to any other action.  Except as otherwise provided in the Certificate of
Incorporation, a determination of stockholders of record entitled to notice of
or to vote at a meeting of stockholders shall apply to any adjournment of the
meeting; provided, however, that the Board of
Directors may fix a new record date for the adjourned meeting.


REGISTERED STOCKHOLDERS


8.                                       Except
as otherwise provided in the Certificate of Incorporation, the Stockholders
Agreement or the Management Stockholders Agreement, the Corporation shall be
entitled to treat the holder of record of any share or shares of stock as the
holder in fact thereof and accordingly shall not be bound to recognize any
equitable or other claim or interest in such share on the part of any other
person, whether or not it shall have express or other notice thereof, save as
expressly provided by the laws of the State of Delaware.



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ARTICLE VI.


GENERAL PROVISIONS


DIVIDENDS


1.                                       Dividends
upon the capital stock of the Corporation, subject to the provisions of the
Certificate of Incorporation, if any, and except as otherwise provided in the
Stockholders Agreement or Management Stockholders Agreement, may be declared by
the Board of Directors at any regular or special meeting, pursuant to
law.  Dividends may be paid in cash, in property, or in shares of the
capital stock, subject to the provisions of the Certificate of Incorporation.


2.                                       Except
as otherwise provided in the Certificate of Incorporation, Stockholders
Agreement or Management Stockholders Agreement, before payment of any dividend
there may be set aside out of any funds of the Corporation available for
dividends such sum or sums as the directors from time to time, in their
absolute discretion, think proper as a reserve fund to meet contingencies, or
for equalizing dividends, or for repairing or maintaining any property of the
Corporation, or for such other purpose as the directors shall think conducive
to the interests of the Corporation, and the directors may abolish any such
reserve.


CHECKS


3.                                       All
checks or demands for money and notes of the Corporation shall be signed by
such officer or officers as the Board of Directors may from time to time
designate.


FISCAL YEAR


4.                                       The
fiscal year of the Corporation shall be fixed by resolution of the Board of
Directors.


SEAL


5.                                       The
corporate seal shall have inscribed thereon the name of the Corporation, the
year of its organization and the words “Corporate Seal, Delaware”. Said seal
may be used by causing it or a facsimile thereof to be impressed or affixed or
reproduced or otherwise.


NOTICES


6.                                       Whenever,
under the provisions of the DGCL or of the Certificate of Incorporation or of
these Bylaws, notice is required to be given to any director or stockholder, it
shall not be construed to mean personal notice, but such notice may be given in
writing, by mail, addressed to such director or stockholder, at his address as
it appears on the records of the Corporation, with postage thereon prepaid, and
such notice shall be deemed to be given at the time when the same shall be
deposited in the United States mail or with an overnight courier service. 
Notice to directors may also be given personally or by telephone, telegram,
telex or facsimile.


7.                                       Whenever
any notice is required to be given under the provisions of the DGCL, the
Certificate of Incorporation or these Bylaws, a waiver thereof in writing,
signed by the person or persons entitled to said notice, whether before or
after the time stated therein, shall be deemed to be equivalent.



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ARTICLE VII.


AMENDMENTS


1.                                       Except
as otherwise provided in the Certificate of Incorporation, these Bylaws may be
altered, amended or repealed or new Bylaws may be adopted by the stockholders
or by the Board of Directors, when such power is conferred upon the Board of
Directors by the Certificate of Incorporation, at any regular meeting of the
stockholders or of the Board of Directors or at any special meeting of the
stockholders or of the Board of Directors if notice of such alteration,
amendment, repeal or adoption of new Bylaws be contained in the notice of such
special meeting.  Except as otherwise
provided in the Certificate of Incorporation, if the power to adopt, amend or
repeal Bylaws is conferred upon the Board of Directors by the Certificate of
Incorporation, it shall not divest or limit the power of the stockholders to
adopt, amend or repeal Bylaws.



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AMENDED AND RESTATED


BYLAWS


OF


AMC ENTERTAINMENT HOLDINGS, INC.