10-K405/A

                            UNITED STATES SECURITIES
                       SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON DC 20549

                                   FORM 10-K/A

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
    OF 1934

For the fiscal year ended         JUNE 30, 1997

Commission file number               0-26402

                         THE AMERICAN ENERGY GROUP, LTD.
             (Exact name of registrant as specified in its charter)

           NEVADA                                       87-0448843
  (State or other jurisdiction              IRS Employer Identification Number
of incorporation or organization)

     P.O. BOX 489, SIMONTON, TEXAS                        77476
(Address of principal executive offices)                (Zip Code)

                                 (281) 346-3652
              (Registrant's telephone number, including area code)

Securities registered pursuant to section 12(b) of the Act:  NONE
Exchange on which registered:  NONE

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

                                     COMMON
                                (Title of class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. (_) Yes (X) No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (229.405 of this chapter) is not contained herein, and will
not be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K (X)

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer's classes of
Common Stock, as of the latest practical date.

                    19,859,293 Common Shares (June 30, 1997)


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

         Exhibit              Description
         -------              -----------
            27       -- Financial Data Schedule.

ITEM 8.  CHANGE IN FISCAL YEAR.

        Not Applicable.

                                    SIGNATURE

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

                                            THE AMERICAN ENERGY GROUP, LTD.
                                                      (Registrant)

Date: AUGUST 13, 1997                       BY: B/J/S
                                                Bradley J. Simmons, President

EX-27

 

<ARTICLE> 5
<LEGEND>
THE FINANCIAL DATA SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
FROM THE AMERICAN ENERGY GROUP, LTD. AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.

       
                             
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          JUN-30-1997
<PERIOD-END>                               JUN-30-1997
<CASH>                                       3,132,294
<SECURITIES>                                         0
<RECEIVABLES>                                   70,989
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                             3,276,969
<PP&E>                                       9,971,997
<DEPRECIATION>                                 159,446
<TOTAL-ASSETS>                              13,092,370
<CURRENT-LIABILITIES>                        1,971,421
<BONDS>                                              0
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                      1,076
<COMMON>                                        22,509
<OTHER-SE>                                  10,433,510
<TOTAL-LIABILITY-AND-EQUITY>                13,092,370
<SALES>                                        283,485
<TOTAL-REVENUES>                               342,244
<CGS>                                          116,826
<TOTAL-COSTS>                                  116,826
<OTHER-EXPENSES>                               382,081
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              43,224
<INCOME-PRETAX>                              (156,663)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                          (156,663)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                 17,343
<CHANGES>                                            0
<NET-INCOME>                                 (156,663)
<EPS-PRIMARY>                                   (.014)
<EPS-DILUTED>                                        0