[DESCRIPTION] COVER
U. S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 10 KSB/A
(X) ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1995
( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________ to _____________
Commission File Number: 0 19154
AMERICAN ASSET MANAGEMENT CORPORATION
(Name of small business issuer in its charter)
NEW JERSEY 22 2902677
(State or other jurisdiction) (IRS Employer Identification No.)
incorporation or organization)
150 MORRISTOWN ROAD, BERNARDSVILLE, NEW JERSEY 07924
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: (908) 766-1701
Securities registered under Section 12(b) of the Exchange
Act: None
Securities registered under Section 12(g) of the Exchange Act:
NO PAR VALUE COMMON STOCK
(Title of Class)
CL. B COM. STOCK PURCHASE WTS. CL. C COM. STOCK PURCHASE WTS.
(Title of Class) (Title of Class)
Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past
12 months (or for such shorter period that the registrant was
required to file such report(s), and (2) has been subject to such
filing requirements for the past 90 days. Yes ____ No _X_
Check if there is no disclosure of delinquent filers in response
to Item 405 of Regulation S-B contained in this form, and no
disclosure will be contained, to the best of registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. ( X )
For the year ended December 31, 1995, the issuer's revenues were
$1,001,865.
As of December 1, 1996 the aggregate market value of the issuer's
voting stock held by non-affiliates computed by reference to the
average bid and asked prices of such stock, was $771,219.
As of December 1, 1996 the issuer has 936,104 shares of its no
par value common stock issued and outstanding.
Documents incorporated by reference: None
Transitional Small Business Disclosure Format: Yes ___ No _X_
<PAGE>
(b) CURRENT REPORTS OF FORM 8-K
The Company did not file any reports on Form 8-K during the
last quarter of the year ended December 31, 1995.
(c) EXHIBITS
*3.1(a) Certificate of Incorporation as Amended
***3.1(b) Amendment to Certificate of Incorporation filed
February 1995
*3.2 By-Laws
*4.3 Form of Warrant Agreement between the Company and
Continental Stock Transfer and Trust Company, as
Warrant Agent
**10.5 1992 Stock Option Plan
10.6 Lease agreement for Capital Financial -
Bernardsville, NJ
21 Subsidiaries of the Company
27 Financial Data Schedule - For SEC Use Only
_________________________
* Incorporated by reference to the corresponding exhibits in
the Company's Registration Statement of Form S-1 (SEC File
No. 33-34145).
** Incorporated by reference to the corresponding exhibit in the
Company's Form 10-KSB for the year ended December 31, 1992.
*** Incorporated by reference to the corresponding exhibit in the
Company's Form 10-KSB for the year ended December 31, 1994.
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act,
the registrant cause this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
AMERICAN ASSET MANAGEMENT CORPORATION
(Registrant)
1/21/97 Richard G. Gagliardi
Date (Signature)
In accordance with the Exchange Act, this report has been
signed below by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.
1/21/97 Richard G. Gagliardi
Date (Signature)
1/21/97 Lynn K. Gagliardi
Date (Signature)
______________________
Robert J. DiQuollo Director
______________________
Theodore P. Rica, Jr. Director
______________________
Bernard Gitlow Director
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10-KSB
FOR FISCAL YEAR ENDED DECEMBER 31, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<CASH> 274,354
<SECURITIES> 0
<RECEIVABLES> 692,680
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,022,960
<PP&E> 94,670
<DEPRECIATION> (71,286)
<TOTAL-ASSETS> 2,553,955
<CURRENT-LIABILITIES> 2,039,228
<BONDS> 0
0
0
<COMMON> 2,434,325
<OTHER-SE> 231,207
<TOTAL-LIABILITY-AND-EQUITY> 2,553,955
<SALES> 1,001,865
<TOTAL-REVENUES> 1,001,865
<CGS> 0
<TOTAL-COSTS> (1,834,072)
<OTHER-EXPENSES> 9,544
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (822,663)
<INCOME-TAX> 0
<INCOME-CONTINUING> (822,663)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (822,663)
<EPS-PRIMARY> (.90)
<EPS-DILUTED> (.90)
</TABLE>
