AMC ENTERTAINMENT INC
8-A12B, 1994-02-04
MOTION PICTURE THEATERS
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              --------------------
                                    FORM 8-A
                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                    PURSUANT TO SECTION 12(b) OR 12(g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                              --------------------
                             AMC ENTERTAINMENT INC.
             (Exact name of registrant as specified in its charter)


                     DELAWARE                          43-1304369
     (State of incorporation or organization)       (I.R.S. employer
                                                 identification number)



               106 West 14th Street
               Kansas City, Missouri                      64105
     (Address of principal executive offices)          (zip code)




        Securities to be registered pursuant to Section 12(b) of the Act:




          Title of each class                Name of each exchange on which
          to be so registered                each class is to be registered
          -------------------                ------------------------------

     Cumulative Convertible Preferred             American Stock Exchange
 Stock, Par Value 66 2/3 CENTS Per Share


        Securities to be registered pursuant to Section 12(g) of the Act:

                                      None
<PAGE>

ITEM 1.   DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED

          For a description of the Registrant's Cumulative Convertible
Preferred Stock, 66 2/3 CENTS par value per share (the "Convertible Preferred"),
including provisions of the Registrant's Certificate of Incorporation and
Bylaws that would have an effect of delaying, deferring or preventing a change
in control of the Registrant and that would operate only with respect to an
extraordinary corporate transaction, see the discussion under the caption
"Description of Capital Stock -- Convertible Preferred" set forth in the form
of Prospectus dated February 4, 1994 (the "Prospectus"), included in Amendment
No. 1 to the Registration Statement on Form S-2 (File No. 33-51693), filed by
the Registrant, which information is incorporated by reference herein.

          The Prospectus filed by the Registrant subsequent to the date hereof
pursuant to Rule 424(b) under the Securities Act of 1933, as amended, shall be
deemed to be incorporated by reference herein.

ITEM  2.  EXHIBITS

         *(a)  Form of the Registrant's Certificate of Designations Relating to
               the Convertible Preferred Stock.

          (b)  The Registrant's Certificate of Incorporation, as
               amended.  (Filed as Exhibit 3.1 to the
               Registrant's Form S-1 (File No. 33-48586) filed
               June 12, 1992, as amended, and incorporated herein
               by reference.)

          (c)  The Registrant's Proposed Restated and Amended Certificate of
               Incorporation (Filed as Exhibit 3.4 to Amendment No. 1 to the
               Registration Statement on Form S-2 (File No. 33-51693) filed
               February 4, 1994, and incorporated here by reference.)

         *(d)  Form of Certificate for Convertible Preferred Stock.

          (e)  The Registrant's bylaws, as amended.  (Filed as
               Exhibit 3.3 to the Registrant's Form S-1 (File
               No. 33-48586) filed June 12, 1992, as amended, and
               incorporated herein by reference.)

          (f)  "Description of Capital Stock -- Convertible Preferred"
               excerpted from the Prospectus. (Filed as part of Amendment
               No. 1 to the Registrant's Registration Statement on Form S-2
               (File No. 33-51693) filed February 4, 1994, and incorporated
               herein by reference.)

- ------------------
      *   To be filed by amendment.



                                    SIGNATURE

          Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereto duly authorized.

                                                  AMC ENTERTAINMENT INC.


Dated: February 4, 1994                           /s/ Peter C. Brown
                                                 ------------------------------
                                                  By:  Peter C. Brown
                                                       Senior Vice President and
                                                       Chief Financial Officer

<PAGE>
                                INDEX OF EXHIBITS


                                                                    SEQUENTIALLY
                                                                       NUMBERED
DESCRIPTION OF EXHIBIT                                                  PAGE
- ----------------------                                              ------------


         *(a)  Form of the Registrant's Certificate of Designations Relating to
               the Convertible Preferred Stock.

          (b)  The Registrant's Certificate of Incorporation, as
               amended.  (Filed as Exhibit 3.1 to the
               Registrant's Form S-1 (File No. 33-48586) filed
               June 12, 1992, as amended, and incorporated herein
               by reference.)

          (c)  The Registrant's Proposed Restated and Amended Certificate of
               Incorporation (Filed as Exhibit 3.4 to Amendment No. 1 to the
               Registration Statement on Form S-2 (File No. 33-51693) filed
               February 4, 1994, and incorporated here by reference.)

         *(d)  Form of Certificate for Convertible Preferred Stock.

          (e)  The Registrant's bylaws, as amended.  (Filed as
               Exhibit 3.3 to the Registrant's Form S-1 (File
               No. 33-48586) filed June 12, 1992, as amended, and
               incorporated herein by reference.)

          (f)  "Description of Capital Stock -- Convertible Preferred"
               excerpted from the Prospectus. (Filed as part of Amendment
               No. 1 to the Registrant's Registration Statement on Form S-2
               (File No. 33-51693) filed February 4, 1994, and incorporated
               herein by reference.)

- ------------------
      *   To be filed by amendment.



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