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

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT ~~Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934~~

~~July 8,~~Pursuant ~~2010 Date~~to ofSection 13 ~~Report~~or 15(~~Date~~ d) of the ~~earliest~~Securities ~~event~~Exchange ~~reported)~~Act of 1934

~~MARQUEE HOLDINGS~~August ~~INC. (Exact name of registrant as specified in its charter)~~ 9, 2010

~~Delaware~~Date ~~(State~~ of ~~Incorporation)~~Report ~~1-33344~~ (~~Commission~~Date ~~File~~of earliest ~~Number)~~event ~~77-0642885 (IRS Employer Identification Number~~reported)

~~920~~MARQUEE ~~Main~~HOLDINGS ~~Street Kansas City, Missouri 64105 (Address, including zip code, of registrant's principal executive offices)~~ INC.

(~~816) 221-4000 (Registrant's~~Exact ~~telephone~~name ~~number,~~of ~~including~~registrant ~~area~~as specified ~~code)~~in its charter)

N/A (Former Name or Former Address, if Changed Since Last Report)

Delaware	1-33344	77-0642885
(State of Incorporation)	(Commission File Number)	(IRS Employer
		Identification Number)

920 Main Street,

Kansas City, Missouri 64105

(Address, including zip code, of registrant’s

principal executive offices)

(816) 221-4000

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written ~~Item~~communications pursuant to Rule ~~2.01 Completion~~425 ofunder ~~Acquisition~~the orSecurities ~~Disposition~~Act of(17 ~~Assets~~CFR 230. 425)

Aso Soliciting material ~~previously~~pursuant ~~reported~~to ~~in our Form 8~~Rule 14a-K12 ~~filed~~under ~~on May 25, 2010, a subsidiary of AMC Entertainment Inc. ("AMCE") completed~~ the ~~acquisition of~~Exchange 92Act ~~theatres and 928 screens from Kerasotes Showplace Theatres, LLC~~ (~~"Kerasotes")~~17 ~~on May 24, 2010. We are filing the information in Exhibits 2.1, 99.1 and 99.2 to provide additional information~~CFR ~~related to the acquisition of Kerasotes~~240. 14a-12)

o Pre-commencement ~~Item 5.02 Departure~~communications ofpursuant ~~Directors~~to orRule 14d-2(b) under ~~Certain~~the ~~Officers;~~Exchange ~~Election~~Act ~~of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~ (17 CFR 240.14d-2(b))

Ono Pre-commencement communications ~~July 8,~~pursuant ~~2010,~~to ~~the Board of Directors~~ Rule 13e-4(~~the "Board"~~c) ~~of AMC Entertainment Holdings,~~ ~~Inc.~~under (the ~~"Company")~~Exchange ~~and~~Act ~~the~~(17 ~~stockholders~~CFR ~~of the Company approved the adoption of the AMC Entertainment Holdings, Inc~~240. ~~2010 Equity Incentive Plan~~ 13e-4(~~the "Plan"~~c). The following is a brief description of the terms and conditions of the Plan. On the same date, the Board approved the grants of certain awards to certain employees, including its named executive officers. )

Item ~~Purpose~~ 7.01 Regulation FD Disclosure

~~The~~On ~~purpose~~August 9, 2010, AMC ShowPlace Theatres, Inc., an indirect wholly-owned subsidiary of Marquee Holdings Inc. (the ~~Plan~~“Company”), isannounced toits ~~attract~~intent, ~~retain~~subject to market and other ~~motivate~~conditions, ~~officers~~to redeem 6,500,000 ~~employees~~common membership units of National CineMedia, ~~non-employee~~LLC ~~directors~~(“NCM LLC”) for a like number of shares of National CineMedia, Inc.’s (“NCM Inc.”) common stock and ~~consultants~~then resell such shares of common stock in a registered underwritten public offering (the ~~Company,~~“AMC ~~and~~Resale”). NCM ~~its~~Inc. ~~subsidiaries~~is the managing member and ~~affiliates~~owner of 38.3% of NCM LLC. AMC ShowPlace Theatres, Inc. and toAmerican ~~promote~~Multi-Cinema, Inc., also ~~the~~a ~~success~~subsidiary of the Company's, ~~business~~intend byto ~~providing~~grant the ~~participants~~underwriters ~~with~~an ~~appropriate~~option for ~~incentives~~30 days to purchase up to 812,500 additional shares of NCM Inc. common stock after conversion of 10,209 and 802,291 of NCM LLC common membership units by AMC ShowPlace Theatres, Inc. and American Multi-Cinema, Inc. respectively, to cover over-allotments, if any.

The ~~Administration~~ Company intends to use the net proceeds from the AMC Resale and available cash for general corporate purposes, including repaying indebtedness and to pursue accretive acquisitions as they become available.

The ~~Plan~~Company ~~will~~is furnishing the information in this Current Report on Form 8-K to comply with Regulation FD. Such information shall not be ~~administered~~deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the ~~Compensation~~Company’s filings ~~Committee.~~under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.

Item ~~Available~~5.07 ~~Shares~~ Submission of Matters to a Vote of Security Holders

~~The~~On ~~aggregate~~August 6, ~~number~~2010, ~~of shares of common stock of~~ the ~~Company available for delivery pursuant to awards granted under the Plan is~~ ~~39,312~~Requisite ~~shares~~Stockholder ~~(subject~~Majority ~~to adjustment~~ (as ~~provided~~defined in the ~~Plan), which may be either authorized and unissued shares of the~~ Company'’s ~~common~~Certificate ~~stock~~of Incorporation) ~~or shares~~ of ~~common~~AMC ~~stock~~Entertainment ~~held~~Holdings, Inc. inapproved ~~or acquired for~~ the proposed ~~Company's~~AMC ~~treasury~~Resale.

Subject to adjustment as provided for in the Plan, (i) the number of shares available for granting incentive stock options under the Plan will not exceed 19,652 shares and (ii) the maximum number of shares that may be granted to a participant each year is 7,862. To the extent shares subject to an award are not issued or delivered by reason of (i) the expiration, cancellation, forfeiture or other termination of an award, (ii) the withholding of such shares in satisfaction of applicable taxes or (iii) the settlement of all or a portion of an award in cash, then such shares will again be available for issuance under the Plan. 2

~~Eligibility~~ SIGNATURES

~~Directors,~~Pursuant ~~officers~~to ~~and~~the ~~other~~requirements ~~employees~~ of the Securities ~~Company,~~Exchange ~~its~~Act ~~subsidiaries~~of ~~and affiliates~~1934, as ~~well~~amended, ~~as others performing consulting services for~~ the Company, ahas ~~subsidiary~~duly orcaused ~~affiliate~~this report ~~will~~to be ~~eligible~~signed ~~for~~on ~~grants~~its ~~under~~behalf by the ~~Plan.~~undersigned hereunto duly authorized.

Awards

	MARQUEE HOLDINGS INC.


Date: August 9, 2010	By:	/s/ CRAIG R. RAMSEY
		Craig R. Ramsey
		Executive Vice President and Chief Financial Officer

The Plan provides for grants of nonqualified stock options, incentive stock options, stock appreciation rights ("SARs"), restricted stock awards, other stock-based awards or performance-based compensation awards. 3

Award agreements under the Plan generally have the following features, subject to change by the Compensation Committee:

In consideration for the grants of the awards, the award agreements subject the participants to certain restrictive covenants and confidentiality obligations.

Adjustment

In the event of any corporate event or transaction involving the Company, a subsidiary and/or an affiliate such as a merger, reorganization, capitalization, stock split, spin-off, or any similar corporate event or transaction, the Compensation Committee will, to prevent dilution or enlargement of participants' rights under the Plan, substitute or adjust in its sole discretion the awards.

Amendment and Termination

Subject to the terms of the Plan, the Compensation Committee, in its sole discretion, may amend, alter, suspend, discontinue or terminate the Plan, or any part thereof or any award (or award agreement), at any time. In the event any award is subject to Section 409A of the Internal Revenue Code of 1986, as amended ("Section 409A"), the Compensation Committee may amend the Plan and/or any award agreement without the participant's prior consent to exempt the Plan and/or any award from the application of Section 409A, preserve the intended tax treatment of any such award or comply with the requirements of Section 409A.

The foregoing description of the Plan and award agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan and forms of award agreements, copies of which are attached as Exhibit 10.1, Exhibit 10.2, Exhibit 10.3 and Exhibit 10.4 to this report and incorporated herein by reference.

Grants

On the date the Board adopted the Plan, the Board approved the grants of the following awards to the named executive officers of the Company. The awards will be granted under the forms of award agreements, which terms and conditions are described above. All the grants of nonqualified stock options will be at a per share strike price of $752, which per share price is equal to the fair market value of a share of common stock of the Company on the date of grant.

Gerardo I. Lopez, the Chief Executive Officer and President of the Company, will receive 1,048 shares of non-qualified stock options, 1,048 restricted shares (time vesting) and 1,049 restricted shares (performance vesting). Craig R. Ramsey (Executive Vice President and Chief Financial Officer) and

John D. McDonald (Executive Vice President, U.S. and Canada Operations), each will receive 629 shares of non-qualified stock options, 629 restricted shares (time vesting) and 629 restricted shares (performance vesting). Kevin M. Connor (Senior Vice President, General Counsel & Secretary) and Robert J. Lenihan (President, Film Programming) each will receive 210 shares of non-qualified stock options, 210 restricted shares (time vesting) and 209 restricted shares (performance vesting). Samuel D. Gourley (President, AMC Film Programming) will receive 105 shares of non-qualified stock options, 105 restricted shares (time vesting) and 105 restricted shares (performance vesting).

Item 7.01 Regulation FD Disclosure

On July 14, 2010, the Company filed a Registration Statement on Form S-1 (the "Registration Statement") relating to an initial public offering of shares of its common stock. The Registration Statement disclosed non-public material information about Marquee Holdings Inc. ("Marquee").

Marquee is furnishing the information in this Item 7.01 and in Exhibit 99.3 to comply with Regulation FD. Such information shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of Marquee's filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.

Item 9.01 Exhibits.

Exhibit Number			Title
	2.1		Unit Purchase Agreement Among Kerasotes Showplace Theatres Holdings, LLC, Kerasotes Showplace Theatres, LLC, Showplace Theatres Holding Company, LLC, AMC Showplace Theatres, Inc. and American Multi-Cinema, Inc.
	10.1		AMC Entertainment Holdings, Inc. 2010 Equity Incentive Plan
	10.2		AMC Entertainment Holdings, Inc. Nonqualified Stock Option Award Agreement
	10.3		AMC Entertainment Holdings, Inc. Restricted Stock Award Agreement (Time Vesting)
	10.4		AMC Entertainment Holdings, Inc. Restricted Stock Award Agreement (Performance Vesting)
	99.1		Consolidated financial statements of Kerasotes Showplace Theatres, LLC
	99.2		Pro-forma unaudited financial statements
	99.3		Disclosure regarding Marquee Holdings Inc. in connection with the filing of the Registration Statement on Form S-1 by AMC Entertainment Holdings, Inc. on July 14, 2010

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		MARQUEE HOLDINGS INC.
Date: July 14, 2010		By:		/s/ CRAIG R. RAMSEY Craig R. Ramsey Executive Vice President and Chief Financial Officer

Exhibit Index

Exhibit Number			Title
	2.1		Unit Purchase Agreement Among Kerasotes Showplace Theatres Holdings, LLC, Kerasotes Showplace Theatres, LLC, Showplace Theatres Holding Company, LLC, AMC Showplace Theatres, Inc. and American Multi-Cinema, Inc.
	10.1		AMC Entertainment Holdings, Inc. 2010 Equity Incentive Plan
	10.2		AMC Entertainment Holdings, Inc. Nonqualified Stock Option Award Agreement
	10.3		AMC Entertainment Holdings, Inc. Restricted Stock Award Agreement (Time Vesting)
	10.4		AMC Entertainment Holdings, Inc. Restricted Stock Award Agreement (Performance Vesting)
	99.1		Consolidated financial statements of Kerasotes Showplace Theatres, LLC
	99.2		Pro-forma unaudited financial statements
	99.3		Disclosure regarding Marquee Holdings Inc. in connection with the filing of the Registration Statement on Form S-1 by AMC Entertainment Holdings, Inc. on July 14, 2010

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