FORM 10-KSB/Amendment

U. S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC. 20549

[X]	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 1997

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
SECURITIES ACT OF 1934
For the Transition Period from  ________ to ________

Commission File #0-11078

THE AMERICAN EDUCATION CORPORATION
(Exact name of registrant as specified in its charter)

Colorado (State or other jurisdiction of incorporation, or 
organization) 
84-0838184 (IRS Employer Identification number)

7506 N. Broadway Extension, Suite 505, Oklahoma City, OK  73116
(Address of principal executive offices) 

(405) 840-6031
(Registrant's telephone number, including area code)

 Not Applicable
(Former Name, former address and former fiscal year, if changed 
since last report)

Securities registered pursuant to Section 12(b) of the Exchange 
Act: NONE

Securities registered pursuant to Section 12(g) of the 
Exchange Act:
Common Stock, par value $.025 per share

Indicate by check mark whether the registrant (1) has filed all 
reports required to be filed by Section 13 or 15(d) of the 
Securities Exchange Act of 1934 during the preceding 12 months 
(or for such shorter period that the registrant was required to 
file such reports), and (2) has been subject to such filing 
requirements for the past 90 days.  YES [X]  NO [ ]

Indicate by check mark 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.  YES [ ]  NO [X]    

Revenues for the year ended December 31, 1997       $3,670,654

On February 6, 1998 the aggregate market value of the Common
Stock of the registrant held by non-affiliates based on the last
sale price of the registrant's Common Stock on such date, was
approximately $3,337,576.

Number of shares of the registrant's common stock outstanding as 
of December 31, 1997:                                      
12,183,579

Transitional Small Business Disclosure Format YES [ ]  NO [X]

Item 13.  Exhibit, Financial Statement Schedules, and Reports on 
          Form 8-K.
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(a) The following documents have been filed as a part of this 
    annual report:

Exhibit No.   Description of Exhibits
-----------   -----------------------

3.1*          Articles of Incorporation of The American Education
              Corporation

3.2*          Bylaws of The American Education Corporation

11.1**        Statement re: computation of per share earnings

21**          Subsidiaries of The American Education Corporation

27.1**        Financial Data Schedule (filed only with the SEC)

*   Previously filed with the Securities and Exchange Commission 
    as an exhibit to the Company's registration statement on Form      
    S-18 (File no 2-78660-D)

**  Filed herewith

(b) Reports on Form 8-K, the Company filed with the SEC a Current 
report on Form 8-K announcing the acquisition of Projected 
Learning 
Programs, Inc.


SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the 
Securities Exchange Act of 1934, the registrant has duly caused 
this report to be signed on its behalf by the undersigned, 
thereunto duly authorized.

The American Education Corporation

April 16, 1998                    By: /s/Jeffrey E. Butler,
                                     ----------------------
                                     Chief Executive Officer
                                     Chief Financial Officer
                                     Chairman of the Board
                                     Treasurer

Pursuant to the requirements of the Securities Exchange Act of 
1934, this report has been signed below by the following persons 
on behalf of the registrant and in the capacities and on the 
dates indicated.

Name                          Title                    Date

/s/Jeffrey E. Butler    Chief Executive Officer    April 16, 1998
                        Chief Financial Officer
                        Chairman of the Board
                        Treasurer

/s/Monty C. McCurry            Director            April 16, 1998


/s/Newton W. Fink              Director            April 16, 1998


/s/Stephen E. Prust            Director            April 16, 1998

THE AMERICAN EDUCATION CORPORATION
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
Years ended December 31, 1997 and 1996

                                         Additional
                     Common Stock          paid in       Retained
                     Shares     Amount     capital        deficit
                     -----------------   -----------     ---------
Balance at 
December 31, 1995    8,570,865 $214,272   $4,083,616    
$(5,498,520)

Issuance of common 
stock for cash at 
$.20-$.50 per share    546,517   13,663      229,596           --

Issuance of common 
stock upon conversion 
of debts at $.20-$.75 
per share            2,689,770   67,244      921,213           --

Issuance of common 
stock for services 
rendered at $.02 
per share              363,677    9,092       (1,795)          --

Net Income                                                122,681

Balance at          ----------  -------      ---------  ---------
December 31, 1996   12,170,829  304,271     5,232,630 $(5,375,839)

Issuance of common 
stock for services 
at $.375 per share      12,750      319         4,463         --

Net Income                                               2,511,552
                    -----------  -------     ----------  ---------
Balance at 
December 31, 1997    12,183,579 $304,590    $5,237,093$(2,864,287)

See accompanying notes and accountants' report.

F-4

Exhibit 21
----------

Subsidiaries of The American Education Corporation

Projected Learning Programs, Inc., a Nevada corporation