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                            SCHEDULE 14A INFORMATION
 
          PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
                  EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)
 
FILED BY THE REGISTRANT [X]       FILED BY A PARTY OTHER THAN THE REGISTRANT [ ]
 
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Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
 
                               GC Companies, Inc.
                (Name of Registrant as Specified In Its Charter)
 
                             Philip J. Szabla, Esq.
                               GC Companies, Inc.
                               27 Boylston Street
                            Chestnut Hill, MA 02167
                   (Name of Person(s) Filing Proxy Statement)
 
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(I)(1) and 0-11.
 
   1) Title of each class of securities to which transaction applies:
 
   2) Aggregate number of securities to which transaction applies:
 
   3) Per unit price or other underlying value of transaction computed pursuant
      to Exchange Act Rule 0-11:
 
   4) Proposed maximum aggregate value of transaction:
      (Set forth the amount on which the filing fee is calculated and state how
      it was determined):
 
   5) Total fee paid:
 
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
    0-11(a)(2) and identify the filing for which the offsetting fee was paid
    previously. Identify the previous filing by registration statement number,
    or the Form or Schedule and the date of its filing.
 
   1) Amount Previously Paid:
 
   2) Form, Schedule or Registration Statement No.:
 
   3) Filing Party:
 
   4) Date Filed:
 
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   2
 
GC COMPANIES LOGO
 
                                                                January 26, 1998
 
                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
 
                          TO BE HELD ON MARCH 3, 1998
 
     The Annual Meeting of Stockholders of GC Companies, Inc. will be held at
10:00 a.m., Eastern Standard Time, on Tuesday, March 3, 1998, AT THE COMPANY'S
CORPORATE HEADQUARTERS, 27 BOYLSTON STREET (ROUTE 9), ADJACENT TO THE CHESTNUT
HILL GENERAL CINEMA THEATRE, CHESTNUT HILL, MASSACHUSETTS, for the following
purposes:
 
     1.  To elect two Class I directors in accordance with the By-Laws of the
Company.
 
     2.  To consider and act on a proposal to ratify the appointment by the
         Board of Directors of Deloitte & Touche LLP as the Company's
         independent auditors for the current fiscal year.
 
     3.  To transact such other business as may properly come before the meeting
         and any adjournments of the meeting.
 
     All stockholders are cordially invited to attend the meeting.
                                           By Order of the Board of Directors
 
                                                Philip J. Szabla
                                                   Secretary
 
     WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE AND
SIGN THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE.
                                                        GC Companies, Inc.
 
                                                         27 Boylston Street
                                                         Chestnut Hill, MA 02167
                                                         (617) 278-5600