AMERICAN INTERNATIONAL PETROLEUM CORP /NV/
10-C, 1996-07-19
LESSORS OF REAL PROPERTY, NEC
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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                    FORM 10-C


                 REPORT BY ISSUER OF SECURITIES QUOTED ON NASDAQ
                          INTERDEALER QUOTATION SYSTEM
                  FILED PURSUANT TO SECTION 13 OR 15(d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934 AND RULE 13a-17
                              OR 15d-17 THEREUNDER

                  American International Petroleum Corporation
                 (Exact name of issuer as specified in charter)

               444 Madison Avenue, Suite 3203, New York, NY 10022
                    (Address of principal executive offices)

Issuer's telephone number, including area code:  (212) 688-3333


I. CHANGE IN NUMBER OF OUTSTANDING SHARES

Indicate any change (increase or decrease) of five percent or more in the number
of shares outstanding:

1.  Title of security: Common Stock, $.08 par value

2.  Number of shares outstanding before the change:  27,567,464

3.  Number of shares outstanding after the change:  31,538,646

4.  Effective date of change:  June 27, 1996

5.  Method of change:  Issuance and cancellation of common stock in transactions
         described on Exhibit A attached hereto.

Brief description of transaction: See Exhibit A attached hereto.


II. CHANGE IN NAME OF ISSUER

1.  Name prior to change:  N/A
2.  Name after change:  N/A
3.  Effective date of charter amendment changing name:  N/A
4.  Date of shareholder approval of change, if required:  N/A



Date:  July 18, 1996
                                     /s/ Denis J. Fitzpatrick
                                 ------------------------------------
                                     Name:  Denis J. Fitzpatrick
                                     Title:  Chief Financial Officer
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EXHIBIT A
                             ATTACHMENT TO FORM 10-C
                 OF AMERICAN INTERNATIONAL PETROLEUM CORPORATION
                               DATED JULY 18, 1996


       Since the filing of its last Form 10-C on March 15, 1996, the Company's
number of shares outstanding increased by 3,971,182, due to the following
transactions:

     (i) Between June 7, 1996 and June 27, 1996, 2,315,722 shares of Common
Stock ("Shares") were issued upon conversion of the Company's convertible
debentures, and between June 27, 1996 and July 17, 1996, an additional 1,718,140
Shares were issued upon conversion of convertible debentures, in each case
pursuant to Regulation S under the Securites Act of 1933;

     (ii) On July 9, 1996, the Company cancelled 100,000 Shares, which were
returned by a joint venture partner upon the termination of the joint venture;
and

     (iii) On July 9, 1996 and July 16, 1996, an aggregate of 37,320 Shares were
issued in exchange for prepaid interest obligations to nonaffiliated persons.


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