<PAGE>
AMERICAN EXPLORATION COMPANY
1331 Lamar, Suite 900
Houston, Texas 77010-3088
October 30, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: American Exploration Company
Prospectus Supplement No. 45 to
Registration Statement on Form S-3
(Reg. No. 33-54561)
Ladies and Gentlemen:
On behalf of American Exploration Company, a Delaware corporation
(the "Company"), transmitted herewith for filing under Rule 424(b)(3) of the
Securities Act of 1933, as amended, is one copy of the referenced Prospectus
Supplement No. 45 (the "Prospectus Supplement"). This filing has been
effected through the Securities and Exchange Commission's EDGAR electronic
filing system.
Please telephone collect the undersigned, Mr. John M. Hogan, the
Chief Financial Officer of the Company, at (713) 756-6221 with any questions
or statements you may have regarding the Prospectus Supplement.
Very truly yours,
/s/ JOHN M. HOGAN
________________________
John M. Hogan
Senior Vice President and
Chief Financial Officer
cc: Ms. Lisa Hackman
American Stock Exchange
86 Trinity Place
14th Floor, Securities Division
New York, New York 10006-1881
Mr. Peter Canada
National Association of
Securities Dealers, Inc.
1735 K Street, N.W.
Washington, D.C. 20006
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PROSPECTUS SUPPLEMENT NO. 45, DATED OCTOBER 30, 1996 PURSUANT TO
- ---------------------------------------------------- RULE 424(B)(3)
(TO PROSPECTUS DATED OCTOBER 3, 1994) REG. NO. 33-54561
800,000 DEPOSITARY SHARES,
4,000 SHARES OF $450 CUMULATIVE CONVERTIBLE PREFERRED STOCK
AND
1,777,778 SHARES OF COMMON STOCK
AMERICAN EXPLORATION COMPANY
The following beneficial owner of Depositary Shares has requested the
Company to file a Prospectus Supplement identifying it as a Selling
Securityholder. The information concerning such Selling Securityholder has
been provided by such Selling Securityholder.
<TABLE>
<CAPTION>
NO. OF NO. OF DEPOSITARY % OF OUTSTANDING % OF OUTSTANDING
SELLING DEPOSITARY SHARES DEPOSITARY SHARES DEPOSITARY SHARES
SECURITYHOLDER SHARES OWNED THAT MAY BE SOLD BEFORE SALE AFTER SALE
- -------------- ------------ ---------------- ----------------- -----------------
<S> <C> <C> <C> <C>
Philip H. Geier
Lehman Brothers Inc.
625 Madison Ave., 5th Floor
New York, NY 10022 10,000 10,000 1.25% 0.0%
------ ------ ----- -----
Total 10,000 10,000 1.25% 0.0%
====== ====== ===== =====
</TABLE>
Additional Selling Securityholders or other information concerning the
Selling Securityholder listed above may be set forth in subsequent Prospectus
Supplements from time to time. As a result of such additional Prospectus
Supplements, the total amount of Depositary Shares offered for the account of
Selling Securityholders may increase further, up to a maximum of 800,000
Depositary Shares.
