AMERICAN OIL & GAS CORP /DE/
15-15D, 1994-07-26
NATURAL GAS TRANSMISISON & DISTRIBUTION
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<PAGE>   1

                       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:  1-8717


                       AMERICAN OIL AND GAS CORPORATION
             (Exact name of registrant as specified in its charter)


              333 Clay Street, Suite 2000, Houston, Texas 77002
                          Telephone  (213) 427-5471
  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)


                         $.04 Par Value Common Stock
            (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 provided an X in the box(es) to designate the appropriate rule
provision(s) relied upon to terminate or suspend the duty to file reports:

<TABLE>
         <S>                      <C>        <C>                    <C>
         Rule 12g-4(a)(1)(i)      ( )        Rule 12h-3(b)(1)(i)    (x)
         Rule 12g-4(a)(1)(ii)     ( )        Rule 12h-3(b)(1)(ii)   ( )
         Rule 12g-4(a)(2)(i)      ( )        Rule 12h-3(b)(2)(i)    ( )
         Rule 12g-4(a)(2)(ii)     ( )        Rule 12h-3(b)(2)(ii)   ( )
                                             Rule 15d-6
</TABLE>

         Approximate number of holders of record as of the certification or
notice date:  One.

         Pursuant to the requirements of the Securities Exchange Act of 1934,
American Oil and Gas Corporation has caused this certification/notice to be
signed on its behalf by the undersigned duly authorized person.

DATED:   July 25, 1994                     AMERICAN OIL AND GAS CORPORATION


                                           By:      /s/ LARRY D. HALL
                                               --------------------------------
                                                        Larry D. Hall
                                                          President


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