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November 8, 2004

VIA FAX AND OVERNIGHT MAIL

United States Securities and Exchange Commission

Division of Corporation Finance

450 Fifth Street, N.W.

Mail Stop 03-05

Washington, D.C. 20549-0303

Attention:
Ms. Abby Adams

RE:AMC Entertainment Inc.

Amendment No. 1 to Schedule 13E-3 filed on October 22, 2004

File No. 5-34911

 Amendment No. 1 to Schedule 14A filed on October 22, 2004

File No. 1-08747

Dear Ms. Adams:

        On
behalf of AMC Entertainment Inc. (the "Company"), we are delivering herewith for filing pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), a Revised Preliminary Proxy Statement (the "Revised Proxy Statement") on Schedule 14A and pursuant to Rule 13e-3 of the Exchange Act an Amendment
No. 2 ("Amendment No. 2") to the above-referenced Rule 13e-3 Transaction Statement on Schedule 13E-3 (the "Schedule 13E-3"). For
your convenience, we are also providing you with courtesy copies of the Revised Proxy Statement and Amendment No. 2 marked to show all changes made since their filing with the Commission on
October 22, 2004.

        The
Revised Proxy Statement and Amendment No. 2 contain the responses of the Company to the Staff's comments on the above-referenced Proxy Statement and the
Schedule 13E-3 as contained in the Staff's letter dated November 3, 2004 (the "Comment Letter"). The comments of the Staff are set forth in their entirety in bold text below,
and responses to such comments are set forth in plain text immediately beneath each comment.

1. We note your response to prior comment 1. As discussed in our Current Issues Outline, the staff has consistently taken the position that members of senior management are
affiliates of the company. Rule 13e-3(b)(2) requires that affiliates engaged in a going-private transaction, directly or indirectly, must comply with the requirements of
Rule 13e-3. Please revise the filing to add Mssrs. Brown and Singleton as filing persons and make the necessary revisions to comply with the filing, disclosure and dissemination
requirements of Schedule 13E-3. Furthermore, we note your response here and to prior comment 15 and reissue this comment with respect to those members of management who may
obtain equity interests in the surviving entity. It appears that the equity interests must be determined prior to dissemination of this filing or it is unclear how these parties will satisfy the
requirements of Rule 13e-3.

In
response to the Staff's comment, the Company has revised the Schedule 13E-3 to add Messrs. Brown and Singleton as filing persons, and has revised the disclosure in the
Revised Proxy Statement accordingly.

With
respect to other members of AMCE management who may obtain equity interests in the surviving entity, the Company respectfully submits to the Staff that these individuals are not affiliates
engaged in the going-private transaction.

In
addition to Messrs. Brown and Singleton, six members of the Company's senior management will be given the opportunity to acquire equity interests in Holdings, or be granted options for
equity interests pursuant to the new management stock option program described on page 98 of the Revised Proxy Statement. It is the Company's view that none of these individuals are
"affiliates" of AMCE within the meaning of Rule 13e-3(a)(1), i.e., none of these individuals

control,
directly or indirectly, AMCE. None of these individuals currently serve on AMCE's Board of Directors or will serve on the board of directors of AMCE or Holdings following the merger.

Nevertheless,
even if the Staff believes that such members of senior management are affiliates of AMCE, the Company respectfully submits that such individuals are not engaged in the transaction. A
number of factors support the Company's conclusion in this matter.

        Equity Ownership.    As the Staff has noted in its Current Issues Outline, an important factor for consideration in determining whether
members of
management are engaged in a going private transaction is whether such members of management will ultimately hold a material amount of the surviving company's outstanding equity securities.

        As
disclosed in the Revised Proxy Statement, members of AMCE's senior management will be given the opportunity to roll over or invest 1/3 or more of the net after-tax
value of their current AMCE equity holdings in Holdings. In addition, equity awards representing up to 6% of the equity in Holdings will be available under an option plan (such options will vest over
a five year period from the date of grant); of the 6% available under the plan, awards representing an aggregate of only 2% of the equity of Holdings have been designated for grant to the six
individuals in question.

        As
illustrated in the table set forth on Attachment A to this letter, the six individuals in question possess a very small equity interest
in AMCE before the transaction and will own a very small equity interest in Holdings following the transaction, even assuming (i) full reinvestment by such individuals of the value of their current
AMCE equity (which the Company has been informed is highly unlikely) and (ii) full vesting of the equity-based awards under the new option plan (which such awards, as indicated above, will vest over a
five year period from the date of grant).

        The
Company has advised us that each of these individuals has informed the Company that no definitive decision as to whether to make an investment in Holdings, nor any decision as to the
size of any such investment, has been made at this time.

         No Board Membership.    None of the individuals in question will serve on the Board of AMCE or Holdings following the merger.

         No Voting of Shares.    It is anticipated that members of AMCE management who elect to invest in Holdings and receive equity interests in
Holdings will
be required to become parties to a stockholders agreement pursuant to which such individuals will agree to vote their shares as directed by the JPMP Investors and the Apollo Investors. Further, the
stockholders agreement will contain restrictions on transfer of any shares in Holdings as well as "drag along" rights, pursuant to which the JPMP Investors and the Apollo Investors could compel a sale
of such shares in connection with a sale of Holdings to another party. These provisions underscore the Company's belief that none of these members of
management, even if they obtain equity in Holdings through the option plan, would in any capacity "control" Holdings.

         No Active Participation in Pursuit of Transaction.    The Company further respectfully notes to the Staff that the members of AMCE's
senior management
in question were not the driving force behind the pursuit of the transaction; as disclosed in the proxy statement under the caption "Background of the Transaction," the AMCE Board had long been
engaged in pursuit of a transaction that would deliver value to the Company's stockholders. Further, as none of the individuals were members of AMCE's Board, they were not actively involved in the
deliberation of the transaction.

         Employment Arrangements.    Finally, it is noted that the transaction is not conditioned on the members of management in question entering
into new
employment agreements, nor was the

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continued
employment of any such members of management discussed with such individuals prior to announcement of the transaction. None of the six individuals in question will be entering into new
employment agreement in connection with the transaction. At this time, the employment agreements for Messrs. Brown and Singleton are being revised to reflect the new,
post-transaction ownership structure.

For
the foregoing reasons, the Company respectfully submits that the members of AMCE's senior management who may invest in Holdings immediately prior to or upon consummation of the transaction are not
affiliates engaged in a going private transaction. Accordingly, such individuals have not been added as filing persons to the Schedule 13E-3.

2. We note your response to prior comment 3. Confirm that should the planned syndications occur prior to the completion of the merger, you will revise your filing documents
accordingly. Also, please revise your disclosure to include the dollar limitations provided in your response.

The
Company has been informed that the syndications will occur immediately prior to completion of the merger, and has revised the document accordingly. In response to the Staff's comment, the Company
has further revised the disclosure on pages 32, 100 and 105 to include dollar limitations discussed in its previous response.

3. We note your response to comment 6. Revise the disclosure document to summarize the differences between Goldman's May 25 and July 19 presentations. In addition,
summarize the Lazard break-up fee analyses in the document. Finally, the Lazard presentations to the independent committee should also be summarized in the document and filed as exhibits
to the Schedule 13e-3. We disagree with your analysis that these materials are not materially related to the transaction. Please see In the Matter of Meyers
Parking System, Inc., Exchange Act Release No. 26069 (Sept. 12, 1988) and the no-action letter Charles L.
Ephraim (Sept. 30, 1987).

In
response to the Staff's comment, the Company has revised the disclosure on page 88 of the Revised Proxy Statement to summarize the differences between Goldman Sachs' May 25, 2004
presentation and its July 19, 2004 presentation.

In
addition, the Company has added additional disclosure with respect to Lazard's break-up fee analysis on page 47 of the Revised Proxy Statement. Finally, the Company has provided
additional disclosure with respect to the Lazard presentations to the Independent Committee on page 36 of the Revised Proxy Statement, and has filed such materials as Exhibits (c)(8),
(c)(9), (c)(10) and (c)(11) to Amendment No. 2. Additional materials furnished to the independent committee have also been filed as Exhibits (c)(12) and (c)(13).

4. We note your response to comment 15 and reissue the comment. It appears that this information must be provided prior to dissemination of the disclosure document, as discussed
above. It is unclear how the company and the remaining filing persons can satisfy their disclosure requirements under Item 1013 of Regulation M-A without this
information.

The
Company has revised the disclosure on page 33 of the Revised Proxy Statement in response to the Staff's comment to provide information with respect to the filing persons
Messrs. Brown and Singleton. With respect to other members of AMCE management who may acquire equity interests in Holdings on or prior to consummation of the merger, we respectfully direct the
Staff to our response to comment #1 above, and the Company's analysis with respect to such other individuals not being affiliates engaged in the going private transaction (and therefore not
filing persons).

5. Revise to clarify who first suggested the prospect of taking the company private and when this occurred.

The
Company has revised the disclosure on page 37 of the Revised Proxy Statement in response to the Staff's comment.

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6. We note statements in the Delaware consolidated class action complaint regarding potential current or past relationships between Mr. Vardeman and Polsinelli. With a view toward
disclosure, describe any such relationships, if they exist, and any compensation Mr. Vardeman received. Also tell us whether Polsinelli received or is to receive compensation from the company
for past or contemplated future relationships.

We
supplementally advise the Staff that Mr. Vardeman joined the predecessor law firm to Polsinelli Shalton Welte Suelthaus PC ("Polsinelli") as a shareholder in June 1983. He resigned
from the firm in January 1998. Mr. Vardeman has been a member of the Company Board since 1983, during which time he has received director fees in accordance with the Company's director
compensation policies in effect from time to time. During the first few years in which Mr. Vardeman was both a member of the Company Board and a shareholder of Polsinelli, he remitted the
director fees he received from the Company to Polsinelli in accordance with Polsinelli policy. After Polsinelli modified its policy regarding director fees approximately 18 years ago,
Mr. Vardeman retained his director fees and did not remit them to Polsinelli. Since January 1998, Mr. Vardeman has not been associated with Polsinelli and since that time he has
not received any compensation from Polsinelli other than deferred compensation and severance payments (in accordance with Polsinelli's shareholders agreement in effect at the time of
Mr. Vardeman's retirement from the firm), all of which have been paid in full. Polsinelli does not presently compensate Mr. Vardeman in any manner. Mr. Vardeman has not been and
will not be compensated by Polsinelli in connection with the Independent Committee's engagement of Polsinelli with respect to the merger. Polsinelli performed specific legal assignments on behalf of
certain affiliates of the Company during the period from 1986 until 2001 related to the proposed development of the Power & Light district in downtown Kansas City, Missouri. Other than the
compensation for those specific assignments, the limited amount of director fees remitted to Polsinelli by Mr. Vardeman and compensation for Polsinelli's work on behalf of the Independent
Committee and the other independent committees of the Company Board described in the Revised Proxy Statement, Polsinelli has not received any compensation from the Company or its affiliates, and no
future relationship between Polsinelli and the Company or its affiliates is currently contemplated. The Independent Committee believed that Polsinelli was sufficiently independent of the Company, its
management and major stockholders to fairly and effectively represent the interests of the Independent Committee.

7. We note your response to comment 33 and the added disclosure in this section. Clarify why Lazard did not use the premiums analysis in evaluating the fairness of the
transaction.

        The
Company has revised the disclosure on page 48 of the Revised Proxy Statement in response to the Staff's comment.

8. We note your response to prior comment 21 and we reissue this comment. Revise to explain the "current economic, industry and market conditions" "and the "nature of the
conditions to the obligations of such [reputable] institutions," as well as similar generalizations included in each filing persons fairness discussion. Quantify the factors
considered to the extent possible. For example, quantify the percentage of transaction equity value represented by the termination fee, the amount of cash AMCE had on hand, and AMCE trading discount,
among others. Where you cite the fact that this transaction compares favorably with the factors analyzed by the fairness advisors, revise to quantify each so that the favorable comparison is included
in this section. For example, where the independent committee cites Lazard analysis, quantify the factors cited in each bullet point.

        The
Company has revised the disclosure on pages 52-62 of the Revised Proxy Statement in response to the Staff's comment.

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9. Revise to clarify what consideration each of the filing persons gave to the following information:

• Goldman's past and current relationships with the company and affiliates engaged in the transaction and the compensation Goldman received or will receive in connection with
those relationships;

 • The timing of the announcement of this transaction, on the same date as the company's "record" financial results, and whether this suppressed a more positive
increase in the
market price of the company's common stock;

 • The premiums analysis prepared by Lazard; and

 • Whether AMCE trades lo