Mail Stop 03-05

      February 25, 2005


Via U.S. Mail

Mr. Craig R. Ramsey
Executive Vice President and Chief Financial Officer
AMC Entertainment Inc.
920 Main Street
Kansas City, Missouri 64105

Re: 	AMC Entertainment Inc.
	Registration Statement on Form S-2, filed on January 28,
2005,
File No. 333-122389
	Registration Statement on Form S-4, filed on January 28,
2005,
File No. 333-122376
	Form 10-Q for the quarterly period ended December 30, 2004,
File
No. 001-08747

Dear Mr. Ramsey,

      We have reviewed your Form S-2 and Form 10-Q and have the
following comments.  We are also monitoring your Form S-4 for
compliance with the comments below and for the signature page.
Where
indicated, we think you should revise your document in response to
these comments.  If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a revision is
unnecessary.
Please be as detailed as necessary in your explanation.  In some
of
our comments, we may ask you to provide us with supplemental
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.

      The purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to
enhance
the overall disclosure in your filing.  We look forward to working
with you in these respects and welcome any questions you may have
about our comments or on any other aspect of our review.  Feel
free
to call us at the telephone numbers listed at the end of this
letter.

FORM S-2

General
1. Prior to printing and distribution of the preliminary
prospectus,
please supplementally provide us mock-ups of any pages that
include
any additional pictures or graphics to be presented.  Accompanying
captions, if any, should also be provided.  We may have comments
after reviewing the materials.
2. We note that on Form S-4 you are exchanging "8 5/8% Series B
Senior Notes due 2012" and "Series B Senior Floating Rate Notes
due
2010" for similar "Series A" notes.  On the Form S-2, we note that
you do not indicate whether the Senior Notes are "Series B" notes.
Please revise the Form S-2 throughout to indicate that you are
registering "Series B" notes for consistency.

Registration Statement Cover Page
3. It seems that the securities to be registered will be offered
on a
delayed or continuous basis pursuant to Rule 415.  Please indicate
by
checking the appropriate box on the cover page.

Cover page and Outside Back Cover Page
4. You state that each note is fully and unconditionally
guaranteed
by all of your wholly-owned domestic subsidiaries.  On page 7,
however, you state that the guarantors are those wholly-owned
domestic subsidiaries that guarantee your other indebtedness.
Please
revise to clarify or advise.

Risk Factors, page 14
Our substantial debt could adversely affect our operations, page
14
5. Please revise to disclose the amount of senior indebtedness
outstanding.

Capitalization, page 30
6. Expand Note (1) to the table to indicate your basis for
assumption
that the holders of the 2011 Notes will not accept your change of
control offer.  Also, update the disclosure to indicate whether
the
offering period has expired, been extended or terminated.  We note
the disclosure included in your Form 8-K, filed with us on
February
14, 2005.

Unaudited Pro Forma Condensed Consolidated Financial Information,
page 32
7. In the second paragraph on page 32, indicate whether you expect
the final adjustments to differ materially from the preliminary
amounts.  If so, summarize which adjustments would be affected and
a
range amount of the probable differences.
8. Expand Note (1) on page 36 to describe in detail how the $917
million in "cash from new equity holders" was determined, and
include
a listing the significant components of the total amount.

9. In addition, we note disclosure elsewhere in the filing that
Holdings "contributed" its gross proceeds of $169.9 million from
the
issuance of the Discount Notes due 2014 to you to fund a portion
of
the merger.  Please clarify how and when this contribution
occurred
and how it was recorded.  Please include disclosure as to the
nature
of Holdings` contribution of this amount to finance the merger,
and
also, whether or not you are required to repay the amount.  We
note
your disclosure in Note (6), but believe additional disclosure is
necessary.  Also please advise supplementally.
10. Expand the last paragraph in Note (6) to disclose the reasons
why
no interest adjustment has been made in the pro forma financial
statements, given that the pro forma balance sheet reflects the
deconsolidation of Holdings.  Further we note that for historical
financial statement purposes, Holdings had been consolidated at
September 30, 2004, pursuant to FIN 46(R).  Please revise or
supplementally advise why no reduction of historical interest
expense
was necessary, given that the last full paragraph on page 64
indicates the recording of Holdings` interest expense in the
historical statements of operations.

Condensed Consolidating Financial Information, pages 40
11. Rule 3-10 of Regulation S-X contemplates inclusion of
condensed
consolidating financial information in a footnote to the parent
company`s financial statements and requires that this information
be
audited for the same periods that the parent company financial
statements are required to be audited.  Please revise your filing
accordingly or advise.
12. Please supplementally provide us with an organization chart.
Identify each of your subsidiaries in the chart as a guarantor or
a
non-guarantor subsidiary.  Consideration should be given to
including
a similar chart in the filing to facilitate the reader`s
understanding.

Management`s Discussion and Analysis, page 57
Liquidity and Capital Resources, page 72
13. To enhance readability, please consider revising this section
to
include subheadings.
14. See the table of contractual obligations on page 78.  Expand
the
table also to reflect your significant interest payments that will
be
required in connection with the corporate borrowings.  Where
interest
rates are variable, you can determine the appropriate methodology
to
estimate these payments, if practicable.  A footnote to the table
should provide appropriate disclosure to clarify the action taken
and
the methodology utilized, as applicable.




Quantitative and Qualitative Disclosures About Market Risk, page
82
Market risk on fixed-rate and floating rate financial instruments,
page 82
15. Does this section include the market risk associated with the
fixed rate Senior Notes due 2012 or the Senior Floating Rate Notes
due 2010?  Please revise this section to consider these notes with
your discussion or advise.

Description of Senior Notes, page 118
16. Please revise to disclose the entities that guarantee the
Senior
Notes.

Description of 2011 Notes, page 153
17. Please revise to disclose the entities that guarantee the 2011
Notes.

Subsidiary Guarantees, page 156
18. Based on your disclosure on page 7, it seems that the 2011
notes
would be guaranteed on a senior subordinated unsecured basis.
Please
revise or advise.

Description of 2012 Notes, page 177
19. On page 177, you state that as of "December 23, 2004, the
notes
became fully and unconditionally guaranteed by all of our domestic
wholly-owned subsidiaries."  But on page 179, you state that the
"notes are guaranteed by our Subsidiaries that guarantee our
obligations under the Credit Facility, but not by any Unrestricted
Subsidiaries..."  Please revise to clarify the identity of the
guarantors or advise.

Subsidiary Guarantees, page 179
20. Based on your disclosure on page 7, it seems that the 2012
notes
would be guaranteed on a senior subordinated unsecured basis.
Please
revise or advise.

Description of 2014 Notes, page 203
21. It appears that your description of these notes are of the
ones
which have since been exchanged by registered securities.  Please
revise or advise.

Financial Statements
Audited Year End Financial Statements (April 1, 2004)
Report of Independent Registered Public Accounting Firm, page F-27
22. In the amended filing, please include the name of the
independent
public accounting firm.

Age of Financial Statements
23. Please continue to consider the financial statement updating
requirements set forth in Rule 3-12 of Regulation S-X.  In this
regard, in the amended Registration Statement, please update to
include unaudited interim financial statements for the nine months
ended December 30, 2004 and related financial information, such
as,
but not limited to, Summary and Selected Historical and Pro Forma
Financial Data and MD&A.  The amended filing should also
incorporate
the December 30, 2004 Quarterly Report on Form 10-Q.

Signatures, page II-13
24. Please revise to reflect that the controller or principal
accounting officer has signed the Registration Statement for each
registrant.  Please see Instructions for Signatures on Form S-2.

Exhibit 5.1
25. Please provide a legal opinion with respect to the guarantees
of
the Foreign Guarantors listed on Schedule IV. We note the
statement
under Legal Matters on page 229.

Exhibit 5.2
26. In the next amendment please delete the next-to-last paragraph
of
the opinion.  Stating that you are qualified only in one state is
an
impermissible statement which qualifies your opinion on other
jurisdictions.

Other
27. Amendments should contain currently dated accountants`
consents.
Manually signed consents should be kept on file for five years.
Reference is made to Rule 402 of Regulation C.  In addition, the
accountants` consent at Exhibit 23.2 with respect to GC Companies,
Inc. should include the name of the independent accountant.

FORM S-4

General
28. Please amend this Registration Statement on Form S-4 to
reflect
comments issued on your Registration Statement on Form S-2.


29. Please continue to consider the financial statement updating
requirements set forth in Rule 3-12 of Regulation S-X.  In this
regard, in the amended Registration Statement, please update to
include unaudited interim financial statements for the nine months
ended December 30, 2004 and related financial information, such
as,
but not limited to, Summary and Selected Historical and Pro Forma
Financial Data and MD&A.  The amended filing should also
incorporate
the December 30, 2004 Quarterly Report on Form 10-Q.

Signatures, page II-12
30. Please revise to reflect that the controller or principal
accounting officer has signed the Registration Statement for each
registrant.  Please see Instructions for Signatures on Form S-4.

Other
31. Amendments should contain currently dated accountants`
consents.
Manually signed consents should be kept on file for five years.
Reference is made to Rule 402 of Regulation C.  In addition, the
accountants` consent at Exhibit 23.2 with respect to GC Companies,
Inc. should include the name of the independent accountant.

FORM 10-Q for the quarterly period ended December 30, 2004

Financial Statements
Note 1 - Basis of Presentation, page 8
32. You represent, in your previously filed documents, that AMCE
will
remain a reporting entity subsequent to the merger and that its
financial statements "will be prepared on a recapitalization
basis,
with no change from historical cost."  The financial statements
presented in your Form 10-Q do not appear to be consistent with
these
representations.  Supplementally explain the reasons for the
apparent
inconsistency.  If there have been changes in the contractual
terms
of the transaction or in the participants, please describe them.
If
there have been changes in your conclusions regarding the merger
accounting, please explain them and indicate how they came about.
Your response should be detailed and specific.  It should include
a
schedule of the ownership interests in AMCE both before and after
the
acquisition.   We may have further comments upon review of your
response.

Note 2 - Acquisitions, page 9
33. If you elect to attribute the allocation of purchase price to
a
study performed by a valuation specialist, rather than to
management`s judgment, the valuation specialist should be
identified
as an expert and his consent should be provided in any
registration
statement that includes financial statements for the accounting
period in which the acquisition occurred.  Please revise your
documents as appropriate.
34. To assist us in our review, please supplementally provide us
with
a pro forma balance sheet illustrating the historical balances and
the adjustments recorded on the date of the acquisition.
35. If it is not yet practicable to disclose the amount of
goodwill
by reportable segment, please expand your disclosures to
specifically
state this fact.
36. Supplementally describe the nature of the Moviewatcher
Customer
Loyalty Program.  Is this a contract-based intangible asset?  Does
the acquirer assume any legal obligation as a result of this
program
and, if so, how was it valued and recorded?  Supplementally
support
your conclusion that this intangible asset has a useful life of
eight
years.
37. Supplementally provide support for your conclusion that the
acquired trademark and tradename have indefinite useful lives.

* * * * *

      As appropriate, please amend the registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that

* Should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* The action of the Commission or the staff, acting pursuant to
delegated authority in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* The company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Beverly Singleton at (202) 942-1912 or
Margery
Reich at (202) 942-1839 if you have questions regarding comments
on
the financial statements and related matters.  Please contact
Rolaine
Bancroft at (202) 824-5537 or me at (202) 942-1850 with any other
questions.


      Regards,


Max A. Webb
      Assistant Director


cc:	Gregory Ezring, Esq.
      Latham & Watkins LLP
	via facsimile:  (212) 751-4864

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Mr. Craig R. Ramsey
AMC Entertainment Inc.
Page 1