8-A12B: Form for the registration / listing of a class of securities on a national securities exchange pursuant to Section 12(b)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934

AMC Entertainment Holdings, Inc.

(Exact name of registrant as specified in its charter)

Securities Act registration statement file number to which this form relates:  333-146021

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

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

None

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1.  Description of Registrant’s Securities to be Reqistered

The class of securities to be registered hereby is the common stock, $0.01 par value per share (the “Common Stock”) of AMC Entertainment Holdings, Inc. (the “Company”).

For a description of the Common Stock, reference is made to the information set forth under the heading “Description of Capital Stock” contained in the Company’s Registration Statement on Form S-1 (File No. 333-146021) initially filed with the Securities and Exchange Commission on September 12, 2007, as amended on each of October 25, 2007, December 10, 2007, and as subsequently amended by any amendments to such Registration Statement and by any form of Prospectus subsequently filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended, in connection with such Registration Statement, which description is incorporated herein by reference.

Item 2.  Exhibits

                Under the Instructions as to Exhibits with respect to Form 8-A, no exhibits are required to be filed because no other securities of the Company are registered on the New York Stock Exchange, Inc. and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.

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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.

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