AFFILIATED RESOURCES CORP
5, 2000-02-08
BLANK CHECKS
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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                     Form 5

        ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

             Filed pursuant to Section 16(a) of the  Securities  Exchange Act of
1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section
30(f) of the Investment Company Act of 1940.

                                Edward S. Fleming
                            Name of Reporting Person

                       3050 Post Oak Boulevard, Suite 1080
                              Houston, Texas 77058
                           Address of Reporting Person

                        Affiliated Resources Corporation
                       ARCX: OTC Electronic Bulletin Board
                         Issuer Name and Trading Symbol

                                  January 2000
                            Statement for Month/Year

                                    Director
                        Relationship of Reporting Person

Table I.     Non-Derivative Securities Beneficially Owned: None

Table II.    Derivative Securities Beneficially Owned:

                          Common Stock, $.003 par value
                          Title of Derivative Security

                                   10/13/1997
                                Date Exercisable

                                   10/13/2002
                                Termination Date

                                  Stock Option
               Title of Securities Underlying Derivative Security

                                     350,000
               Amount of Securities Underlying Derivative Security

                                      $.10
                      Exercise Price of Derivative Security

                                     Direct
                                    Ownership



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                          Common Stock, $.003 par value
                          Title of Derivative Security

                                    5/13/1998
                                Date Exercisable

                                    5/13/2003
                                Termination Date

                                  Stock Option
               Title of Securities Underlying Derivative Security

                                     150,000
               Amount of Securities Underlying Derivative Security

                                      $.10
                      Exercise Price of Derivative Security

                                     500,000
        Amount of Derivative Securities Beneficially Owned at End of Year

                                     Direct
                                    Ownership


Edward S. Fleming

Date: February 7, 2000



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