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                                  EXHIBIT 10.20


                         AMENDED AND RESTATED AGREEMENT

       This Agreement is made as of the 1st day of November, 1997, by and
between GC COMPANIES, INC. (the "Company") and PAUL R. DEL ROSSI (the
"Executive").

                              W I T N E S S E T H :

       WHEREAS, the Executive is employed by the Company as President and Chief
Executive Officer of its wholly owned subsidiary, General Cinema Theatres, Inc.
("General Cinema"); and

       WHEREAS, the Executive and the Company are parties to an Agreement dated
as of December 14, 1993, pursuant to which the Executive is continuing his
employment with the Company (the "Original Agreement"); and

       WHEREAS, the Company wishes to provide for the continued employment of
the Executive and to provide for him an incentive to stay with the Company; and

       WHEREAS, the parties have agreed to renegotiate the terms of the
Executive's employment and to set forth those terms in this Agreement, which
amends and restates in its entirety the original Agreement between the parties
with respect thereto.

       NOW, THEREFORE, in consideration of the parties, and for other good and
lawful consideration, the receipt of which is hereby acknowledged, the parties
agree as follows:

       1.     EMPLOYMENT. The Company hereby employs the Executive, as Chairman
              of General Cinema Theatres, Inc. through October 31, 1998, and in
              such capacity as the President of the Company may determine
              throughout the remainder of the term hereof. The Executive shall
              report directly to the Company's President, shall participate in
              the management of the Company's affairs as directed by the
              President of the Company, it being intended that the Executive
              participate in or manage General Cinema's international
              activities, specialty film ventures, the Corporate Real Estate
              Committee, and shall have such other and additional duties of an
              executive nature as may be specified from time to time by the
              President of the Company.

       2.     TERM. The Executive's employment under this Agreement shall
              commence on November 1, 1997, and shall continue until October 31,
              2002. This Agreement may otherwise be terminated only in
              accordance with the provisions of Section 7 of this Agreement.

       3.     DUTIES. The Executive shall devote all of his work time to the
              business of the Company (other than incidental non-competing
              activities which do not materially detract from the Executive's
              ability to perform his duties hereunder, as approved by the
              President of the Company), and shall



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              serve the Company and act in all respects as a "good employee" and
              representative of the affairs of the Company. The Executive agrees
              to use his best efforts to promote and advance the interests of
              the Company, and, in particular, to increase the profits thereof.

       4.     COMPENSATION.

              a.     For services rendered under this Agreement, the Executive's
                     salary shall be $330,000 per annum through October 31,
                     1998. From November 1, 1998 through the end of the term
                     hereof, the Executive's salary shall be $300 per hour based
                     upon such hours as may be accounted for and documented to
                     the reasonable satisfaction of the Company's President, but
                     in no event will the Executive's salary be less than
                     $237,500 per year from November 1, 1998 through the end of
                     the term hereof. All salary shall be payable in equal
                     installments paid not less than twice monthly during the
                     term of this Agreement, with any additional amounts owed
                     based upon work in excess of 792 hours per year to be paid
                     at the end of the fiscal quarter in which such excess hours
                     were incurred.

              b.     The Executive shall not be eligible for any further
                     benefits under General Cinema's EVA Incentive Plan (the
                     "EVA Plan"). At the time of payment of the fiscal year 1998
                     EVA Plan bonus, the Executive shall receive all outstanding
                     bonus awards due under the EVA Plan relating to fiscal year
                     1997 that would otherwise be deferred thereunder.

              c.     During the term hereof, the Executive may be eligible for
                     an annual bonus for extraordinary performance, the
                     determination of which shall be made in the sole discretion
                     of the President of the Company.

       5.     ADDITIONAL ARRANGEMENTS; FRINGE BENEFITS. In addition to the
              salary and bonus referred to under Section 4 hereof, the Company
              will provide the following for and on behalf of the Executive:

              a.     All stock options previously granted to the Executive by
                     the Company shall vest in full as of October 31, 1998. The
                     Executive shall be eligible for stock option grants for
                     fiscal years 1997 and 1998 as determined by the
                     Compensation Committee of the Board of Directors of the
                     Company, and shall not be eligible for such awards
                     thereafter;

              b.     Upon the Executive's retirement, the Executive shall be
                     entitled to retirement benefits under the Company's
                     Retirement Plan in a lump sum or monthly benefit amounts,
                     at the Executive's option based upon the Executive's age at
                     retirement in accordance with the provisions of such plan;

              c.     In lieu of benefits that the Executive is now entitled to
                     or would become entitled to through the term hereof under
                     the Company's Supplemental Executive Retirement Plan, on
                     October 31, 1998 and on each October 31 thereafter through
                     October 31, 2002, the Company shall pay $181,500 per year
                     (less any applicable withholding taxes that the



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                     Company is required by law to withhold) to an irrevocable
                     trust created by the Executive for the benefit of such
                     beneficiaries as he shall determine;

              d.     Up to age 65, the Executive will receive family health
                     insurance coverage pursuant to the Company's Executive
                     Medical insurance plan or plans maintained by the Company.
                     Through October 31, 2002, the Executive shall receive Group
                     Term Life Insurance coverage in accordance with the
                     Company's basic plan (which currently provides a death
                     benefit equal to one and one-half times base salary).
                     Throughout the term hereof, the Executive may participate
                     in the Company's Key Executive Deferred Compensation Plan
                     in accordance with its terms, and the Executive shall be
                     entitled to all other employee fringe benefits afforded to
                     a Vice President of the Company.

       6.     EXPENSE REIMBURSEMENT. The Executive shall be reimbursed by the
              Company for all reasonable travel and other expenses actually and
              properly incurred by him with respect to his duties hereunder and
              in accordance with any policies adopted by the Company's Board of
              Directors, and for all such expense he shall furnish receipts,
              statements or vouchers to the President of the Company, as
              required by Company policy.

       7.     TERMINATION.

              a.     The Executive's employment shall be terminated by the
                     Company prior to the expiration of the term of this
                     Agreement, only upon the occurrence of one of the following
                     events:

                     i.     the death of the Executive;

                     ii.    the Total Disability of the Executive; or

                     iii.   for Cause.

              b.     The Executive's employment shall be terminated by the
                     Executive prior to the expiration of the term of this
                     Agreement, only upon the occurrence of one of the following
                     events:

                     i.     the voluntary retirement, resignation or termination
                            of this Agreement by the Executive, upon thirty (30)
                            days written notice to the Company; or

                     ii.    Upon a Change in Control of the Company.

              c.     The following definitions shall apply to this Agreement:

                     i.     "Total Disability" means that as of the date of
                            termination, the Executive was unable to perform his
                            duties in the normal and regular manner for either
                            (a) 80% or more of the normal working days during
                            the six full consecutive calendar



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                            months most recently ended; or (b) 50% or more of
                            the normal working days during the 12 full
                            consecutive calendar months most recently ended.

                     ii.    "Change in Control" means the occurrence of any of
                            the events described in (1) or (2) below, if, as a
                            result thereof, persons who, as of the effective
                            date hereof, constituted the Company's Board of
                            Directors (the "Incumbent Board") cease for any
                            reason, including without limitation as a result of
                            a tender offer, proxy contest, merger or similar
                            transaction, to constitute at least a majority of
                            the Board of Directors, provided that any persons
                            becoming a director of the Company subsequent to the
                            Effective Date whose nomination or election was
                            approved by at least a majority of the directors
                            then comprising the Incumbent Board shall, for
                            purposes of this Agreement, be considered a member
                            of the Incumbent Board:

                            (1)    Any "person" as such term is used in Sections
                                   13(d) and 14(d)(2) of the Securities Exchange
                                   Act of 1934, as amended, (the "Act")) becomes
                                   a "beneficial owner" (as such terms is
                                   defined in Rule 13d-3 promulgated under the
                                   Act) (other than the Smith Family Group (as
                                   described in the most recent proxy statement
                                   filed by the Company with the Securities and
                                   Exchange Commission)) directly or indirectly,
                                   of securities of the Company representing
                                   more than the greater of (a) twenty percent
                                   (20%) of the combined voting power of the
                                   Company's then outstanding securities; or (b)
                                   the percentage of the combined voting power
                                   of the Company's then outstanding securities
                                   as to which the Smith Family Group is the
                                   beneficial owner; or

                            (2)    The Smith Family Group becomes the beneficial
                                   owner of less than twenty percent (20%) of
                                   the combined voting power of the Company's
                                   then outstanding securities.

       8.     EFFECT OF TERMINATION.

              a.     i.     In the event the Executive's employment is
                            terminated prior to the end of the term by the
                            Company due to Total Disability or by the Executive
                            due to a Change in Control, the Executive shall
                            receive a lump sum payment equal to all unpaid
                            amounts payable hereunder for salary and bonus under
                            paragraph 4 and continuation of all benefits
                            provided under paragraph 5 in accordance with the
                            terms thereof.

                     ii.    In the event the Executive's employment is
                            terminated prior to the end of the term by the
                            Executive under paragraph 7.b.i., or in the event
                            that the Executive's employment is terminated by the
                            Company for Cause, the Executive shall receive no
                            continuing salary or bonus under paragraph 4, and
                            all amounts payable and benefits hereunder shall
                            terminate, except for pension benefits provided
                            under



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                            paragraph 5.b. and payments to the trust described
                            under paragraph 5.c. hereof, which shall continue in
                            accordance with the terms thereof.

                     iii.   In the event the Executive' employment is terminated
                            prior to the end of the term due to death, the
                            Executive shall receive no continuing salary or
                            bonus under paragraph 4, and all amounts payable and
                            benefits hereunder shall terminate, except for
                            pension benefits provided under paragraph 5.b.,
                            payments to the trust described under paragraph 5.c.
                            hereof, and family health insurance coverage
                            described in the first sentence of paragraph 5.d.
                            hereof, which shall continue in accordance with the
                            terms thereof.

              b.     In the event the parties dispute the Executive's
                     entitlement to the compensation provided under this
                     Section, the parties agree that the issue shall be
                     submitted to binding arbitration under the auspices of the
                     American Arbitration Association in Boston, Massachusetts.
                     Costs of the arbitration shall be borne by the
                     non-prevailing party. The parties agree to be bound by the
                     outcome of such arbitration, and that the final award of
                     arbitration shall be final, binding and nonappealable.

       9.     NON-COMPETITION; NON-SOLICITATION.

              a.     During the course of the Executive's employment with the
                     Company, and solely by reason of his employment
                     relationship with the Company, he will have access to and
                     have and will continue to gain knowledge of financial and
                     statistical information, business plans and programs,
                     processes, pricing, costs, expansion plans, methods,
                     techniques, marketing and other data relating to customers
                     and suppliers, designs, know-how and business practices of
                     the Company, its subsidiaries and affiliates, and other
                     information which is not generally available to the public
                     (collectively, "Confidential Information"). The Executive
                     acknowledges that the Confidential Information has been
                     developed by the Company at considerable expense. The
                     Executive realizes that the unauthorized disclosure or
                     misuse of Confidential Information could cause irreparable
                     damage to the Company, including the loss of valuable
                     customers. Therefore, the Executive agrees that except in
                     the furtherance of the performance of his duties as an
                     employee of the Company, the Executive will not at any time
                     disclose or communicate to any third party other than
                     employees of the Company authorized to use such
                     information, or use to the detriment of the Company, or for
                     his personal benefit or the benefit of any third party
                     outside of the scope of his employment with the Company,
                     any Confidential Information. The Executive further agrees
                     that he will not remove from the offices of the Company or
                     retain without the written consent of the Company any
                     document, record or any other materials constituting or
                     containing Confidential Information, except as may be
                     reasonably necessary for the performance of his duties as
                     an employee of the Company. Upon the voluntary or
                     involuntary termination of his employment with the Company,
                     he shall return to the Company all documents, records and
                     other materials constituting or containing Confidential
                     Information which he has in his possession.



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              b.     Throughout the term hereof and during the eighteen (18)
                     month period immediately following termination of the
                     Executive's employment with the Company, he shall not
                     directly solicit any employee of the Company.

              c.     (i)    Throughout the term hereof, and through October 31,
                     2002 in the case of termination of the Executive's
                     employment with the Company prior to the end of the term
                     for Cause or due to the voluntary termination of this
                     Agreement by Executive, the Executive shall not, directly
                     or indirectly, within the United States and any country in
                     which the Company or any of its subsidiaries or affiliates
                     then engages directly or indirectly in such a business,
                     engage in or own, manage, operate, join, control, be
                     employed by, or participate in the management, operation or
                     control of, or be connected in any manner with any motion
                     picture exhibition business

                     (ii)(A)For eighteen (18) months after the termination
                            hereof unless subparagraph (i) applies due to
                            termination for cause or the voluntary termination
                            by the Executive, the Executive shall not, directly
                            or indirectly within the United States engage in or
                            own, manage, operate, join, control, be employed by,
                            or participate in the management, operation or
                            control of, or be connected in any manner with any
                            motion picture exhibition business.

                        (B) For eighteen (18) months after the termination
                            hereof unless subparagraph (i) applies due to
                            termination for cause or the voluntary termination
                            by the Executive, the Executive shall not directly
                            or indirectly within any market area outside of the
                            United States in which the Company or any of its
                            subsidiaries or affiliates engages directly or
                            indirectly in such business, engage in or own,
                            manage, operate, join, control, be employed by, or
                            participate in the management, operation or control
                            of, or be connected in any manner with any motion
                            picture exhibition business. For purposes of this
                            subparagraph, "market area" means any city outside
                            the United States in which the Company or any of its
                            subsidiaries or affiliates engages in the motion
                            picture exhibition business, plus a ten (10) mile
                            radius from any theatre location of the Company or
                            any of its subsidiaries or affiliates located
                            outside of the United States at which operations
                            have commenced, or which commence within eighteen
                            months from such termination.

                     (iii)  The foregoing provisions shall not prohibit the
                            Executive from owning a minority interest of not
                            more than one percent (1%), including stock options,
                            in such a corporation whose stock is publicly
                            traded.

              d.     The Executive acknowledges that in the event of a breach of
                     the foregoing provisions by the Executive, the Company is
                     not able to be adequately compensated at law and that the
                     provisions hereof shall be specifically enforceable by
                     court order in addition to all other



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                     rights and remedies at law or in equity available to the
                     Company for the breach or threatened breach hereof.

              e.     The Executive acknowledges that he has carefully considered
                     the foregoing provisions and having done so, agrees that
                     the restrictions set forth hereinabove, including, but not
                     limited to the time restrictions and the restrictions on
                     his activities, are reasonably required for the protection
                     of the interests of the Company. Notwithstanding the
                     foregoing, if any of the foregoing provisions would be
                     enforceable except for the fact that it is too broad to
                     protect the reasonable interests of the Company, such
                     provisions shall be enforceable only to the extent deemed
                     reasonable by a court of competent jurisdiction to protect
                     the interests of the Company. In the event any of the
                     foregoing provisions shall be modified or reformed, or held
                     to be invalid or unenforceable by a court of competent
                     jurisdiction, the remaining provisions hereof shall
                     nevertheless continue to be valid and enforceable as though
                     the invalid or unenforceable parts had not been included
                     therein.

       10.    NOTICES. All notices by any party to any other party shall be in
              writing and shall be deemed to be properly given and delivered if
              served personally or sent by registered mail addressed to the
              parties at such place or to such other party or person as may from
              time to time be designated by written notice.

       11.    MISCELLANEOUS. This Agreement shall be governed by the laws of the
              Commonwealth of Massachusetts. This Agreement shall be binding
              upon and shall inure to the benefit of the legal representative,
              successors, heirs and assigns of the parties hereto (provided,
              however, that the Executive shall not have the right to assign
              this Agreement in view of its personal nature). All headings and
              subtitles contained in this Agreement are for the convenience of
              reference only and are not of substantive effect. This Agreement
              constitutes the entire agreement among the parties with respect to
              the subject matter of this Agreement and supersedes all prior
              negotiations and understandings (or any part thereof), written or
              oral, with respect to the subject matter of this Agreement,
              including the Original Agreement. There are no oral agreements in
              connection with this Agreement. Neither this Agreement nor any
              provision of this Agreement may be waived, terminated, modified or
              amended orally or by any course of conduct but only by an
              agreement in writing duly executed by all of the parties. If any
              article, section, portion, subsection or subportion of this
              Agreement shall be determined to be unenforceable or invalid, then
              such article, section, portion, subsection or subportion shall be
              modified in the letter and spirit of this Agreement to the extent
              permitted by applicable law so as to be rendered valid, and any
              such determination shall not affect the remainder of this
              Agreement, which shall be and shall remain binding and effective
              as against all parties. The word "Agreement" as used in this
              Agreement shall be deemed to include any and all renewals of this
              Agreement.




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       IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the day and year first above written.



                                      GC COMPANIES, INC.



                                      By:
                                          -------------------------------------
                                          Robert A. Smith
                                          President and Chief Operating Officer



                                          -------------------------------------
                                          Paul R. Del Rossi





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