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

           Date of Report (Date of earliest event reported) April 3, 1996

                      AMERICAN CONSOLIDATED GROWTH CORPORATION
                (Exact name of registrant as specified in its charter)

        DELAWARE                   0-16447                     52-1508578
- ------------------------    ------------------------   -----------------------
(State of incorporation)    (Commission File Number)   (IRS Employer ID number)


             8100 EAST ARAPAHOE ROAD, SUITE 309, ENGLEWOOD, CO 80112
            ---------------------------------------------------------
                (Address of principal executive office)    (Zip code)


                                (303) 220-8686
                                --------------
              (Registrant's telephone number, including area code)




                                   FORM 8-K

                                Current Report
                    Pursuant to Section 13 or 15(d) of the
                       Securities Exchange Act of 1934


Item 1.  CHANGES IN CONTROL OF REGISTRANT.
           See Item 5 below

Item 2.  ACQUISITION OR DISPOSITION OF ASSETS.
           See Item 5 below

Item 3.  BANKRUPTCY OR RECEIVERSHIP.
           Not Applicable

Item 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
           Not Applicable

Item 5.  OTHER EVENTS.

         On April 4, 1996, the Company executed Subscription Agreements 
         with certain AMGC debt holders to convert $1,599,563 in short term 
         debt into restricted common shares of the Company at one dollar 
         ($1.00) per share, seven (7) year promissory notes and/or a 
         combination thereof.
         
         Pursuant to the Agreements, on April 5, 1996, the Company issued 
         368,702 shares of AMGC restricted common stock and promissory 
         notes of $1,230,861 with a seven (7) year term at fourteen percent 
         (14) interest.
         
         Subscribers to the Agreements waived all claims and rights 
         formerly held under the 1994 AMGC Putholder Agreement.
         
         Although management can provide no assurance the effect of these 
         subscription agreements will result in any specific benefit for 
         AMGC, in the view of management, the potential long term economic 
         benefits over time may have a favorable material impact on the 
         Company's ability to secure new sources of financing and on the 
         future revenues and earnings of the Company.
         






         On April 3, 1996, the Company's wholly owned subsidiary, Eleventh 
         Hour, Inc. (EHI) announced the opening of a new branch office in 
         Springfield, Missouri. The branch office is managed by Ms. Kris 
         Simpson, formerly a manager in the Overland Park, Kansas office. 
         EHI is a national provider of temporary and permanent employee 
         placement services to businesses, professional and service 
         organizations and government agencies.
         
         On April 4, 1996 the Executive Committee of the Company announced 
         the results of a meeting of the Board of Directors called on March 
         27, 1996 at the corporate offices of the Company in Englewood, 
         Colorado. Upon receiving confirmation from Committees of the Board 
         and all Directors on April 3, 1996, results of the meeting were 
         announced as follows:

            The Directors confirmed a Mergers & Acquisitions Committee. 
         Committee members are Mr. Mickey E. Fouts, Chairman and CEO, Mr. 
         B. Greg Bohannon, CFO, Mr. Cory J. Coppage, Secretary and 
         Director, and Louis F. Coppage as a special advisor to the 
         Committee.
         
            The Directors established a Record Date of May 15, 1996 and 
         Meeting Date of June 27, 1996 for a meeting of the shareholders. 
         The meeting is to be held in the conference center at the 
         Englewood Radisson Hotel in Englewood, Colorado at 9:00 AM 
         (Mountain Standard Time).
         
         
Item 6.  RESIGNATION OF REGISTRANT'S DIRECTORS.
           Not Applicable

Item 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND 
         EXHIBITS.
           Not Applicable

Item 8.  CHANGE IN FISCAL YEAR.
           On April 4, 1996, the Company announced the Board of Directors 
           passed a resolution changing the fiscal year end of the Company 
           from June 30 to December 31.
         
         
         
         
         

                                  SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities 
Exchange Act of 1934, the Registrant has duly caused this report to be signed 
on its behalf by the undersigned, thereunto duly authorized on this 5th day of 
April, 1996.

                                      By: /s/ Mickey E. Fouts               
                                          ----------------------------------
                                              Mickey E. Fouts
                                              Chairman and CEO


Dated 5th day of April, 1996