Registration no. 33-68884
Filed pursuant to Rule 424(c)
PROSPECTUS SUPPLEMENT
TO PROSPECTUS DATED FEBRUARY 6, 1998
AMERICAN COUNTRY HOLDINGS INC.
4,500,733 SHARES
COMMON STOCK
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This Prospectus Supplement supplements the Prospectus dated
February 6, 1998 relating to the issuance of up to 4,500,733 shares of
common stock, par value $0.01 per share (the "Common Stock"), of
American Country Holdings Inc. (the "Company") upon the exercise of
the Company's outstanding Redeemable Common Stock Purchase Warrants
(the "Warrants"). The Board of Directors of the Company has extended
the expiration date of the Warrants from August 31, 1998 to August 31,
1999. Holders of outstanding Warrants need not surrender or exchange
their Warrants, which automatically will be deemed amended to give
effect to the extension of the expiration date.
Each Warrant currently entitles the registered holder thereof to
purchase 2.19 shares of Common Stock at an exercise price of $1.83 per
share. The Common Stock and the Warrants are traded on The Nasdaq
Stock Market's SmallCap Market under the symbols "ACHI" and "ACHIW",
respectively.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
______________________
The date of this Prospectus Supplement is October 13, 1998.<PAGE>
