AMERICAN INTERNATIONAL CONSOLIDATED INC
15-15D, 1997-11-17
GENERAL BLDG CONTRACTORS - NONRESIDENTIAL BLDGS
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                     FORM 15

Certification  and Notice of Termination of Registration  under Section 12(g) of
the Securities  Exchange Act of 1934 or Suspension of Duty to File Reports Under
Sections 13 and 15(d) of the Securities Exchange Act of 1934.

Commission File Number 333-9583


                    American International Consolidated Inc.
                    ----------------------------------------
             (Exact name of registrant as specified in its charter)

              14603 Chrisman, Houston, Texas 77039; (281) 449-9000
              ----------------------------------------------------
              (Address, including zip code, and telephone number,
        including area code, of registrant's principal executive offices)

                          Common Stock, $.001 par value
                          -----------------------------
                    Redeemable Common Stock Purchase Warrants
            (Title of each class of securities covered by this Form)

                                      None
        -----------------------------------------------------------------
       (Titles of all other classes of securities for which a duty to file
                 reports under section 13(a) or 15(d) remains)

     Please  place  an X in  the  box(es)  to  designate  the  appropriate  rule
provisions(s) relied upon to terminate or suspend the duty to file reports:

            Rule 12g-4(a)(1)(i)      [ ]         Rule 12h-3(b)(1)(ii)       [ ]
            Rule 12g-4(a)(1)(ii)     [ ]         Rule 12h-3(b)(2)(i)        [ ]
            Rule 12g-4(a)(2)(i)      [ ]         Rule 12h-3(b)(2)(ii)       [ ]
            Rule 12g-4(a)(2)(ii)     [ ]         Rule 15d-6                 [X]
            Rule 12h-3(b)(1)(i)      [ ]

     Approximate  number of holders of record as of the  certification or notice
date: 37 stockholders; 31 warrantholders.
      -----------------------------------
                                                                                

     Pursuant  to  the  requirements  of the  Securities  Exchange  Act of  1934
American International Consolidated Inc. has caused this certification/notice to
be signed on its behalf by the undersigned duly authorized person.


DATE:   November 17, 1997               BY:   /s/  John T. Wilson
                                        ----------------------------------------
                                        John T. Wilson, Chief Executive Officer

* The Company's  reporting  obligation  under Section 15(d) under the Securities
Exchange  Act of 1934,  as  amended,  was  automatically  suspended  pursuant to
Section  15(d) with  respect to the  Company's  fiscal year  beginning on May 1,
1997.  This  Form 15 is not  required  to be  filed  and is being  provided  for
informational purposes only.



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