AMERICAN  EAGLE  RESOURCES,  INC.
                              10-Q  FOR  QUARTER  ENDED  12-31-97
                              Commission  File  No.  0-12570

                  QUARTERLY REPORT UNDER SECTION 13 OR 15 (D)
                    OF THE SECURITIES EXCHANGE ACT OF 1934

FOR  THE  QUARTER  ENDED                                       COMMISSION FILE
December  31,  1997                                            Number: 0-12570

AMERICAN  EAGLE  RESOURCES,  INC.
(Exact  name  of  registrant  as  specified  in  its  charter)


     Delaware                                                       95-3494141
(State  of  other  jurisdiction  of                           (I.R.S. Employer
incorporation  or  organization)                           Identification No.)

Six  Mile  Canyon  Road,  Virginia  City,  Nevada                    89502
(Address  of  principal  executive  office)                         (Zip code)

Registrant's  telephone  number  including  area  code:    (702)  246-0761

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 than 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  the  number of shares outstanding of each of the issuer's classes of
common  stock  as  of  the  latest  practicable  date:

5,400,000  shares  of  common  stock  outstanding  at  December  31,  1997









                              AMERICAN  EAGLE  RESOURCES,  INC.
                              10-Q  FOR  QUARTER  ENDED  12-31-97
                              Commission  File  No.  0-12570


AMERICAN  EAGLE  RESOURCES  INC.

FORM  10-Q

INDEX
<TABLE>
<CAPTION>


                                                                 Page Number
<S>        <C>                                                   <C>
Part I -   Financial Information

Item 1.    Financial Statements:

           Consolidated Balance Sheets as at December 31, 1997
           (unaudited) and June 30, 1997                                   3

           Consolidated Statements of Operations for
           the three months ended December 31, 1997,
           1996, and 1995 (unaudited)                                      4

           Consolidated Statements of Cash Flows for the
           three months ended December 31, 1997, 1996,
           and 1995 (unaudited)                                            5

           Notes to Consolidated Financial Statements
                                                    (unaudited)            6

Item 2.    Management's Discussion and Analysis of Financial
           Condition and Results of Operations                            10

Part II -  Other Information

Item 6.    Exhibits and Reports of Form 8-K                               11

           Signatures                                                     12
</TABLE>

<PAGE>


                              AMERICAN  EAGLE  RESOURCES,  INC.
                              10-Q  FOR  QUARTER  ENDED    12-31-97
                              Commission  File  No.  0-12570

<TABLE>
<CAPTION>
                        AMERICAN EAGLE RESOURCES, INC.
                          CONSOLIDATED BALANCE SHEET
                                  (UNAUDITED)

                                                    December 31, 1997    June  30, 1997
Assets
<S>                                                <C>                  <C>
  Current Assets
    Cash. . . . . . . . . . . . . . . . . . . . .  $           40,912            36,311 
    Interest Receivable . . . . . . . . . . . . .                   -                 - 
    Prepaid Expenses. . . . . . . . . . . . . . .               3,338             7,255 
  Total Current Assets. . . . . . . . . . . . . .  $           44,250   $        43.566 

  Property and Equipment - Net. . . . . . . . . .                   -                 - 

  Other Assets
  Marketable Securities at cost . . . . . . . . .           1,058,125         1,058,125 
  Restricted Cash . . . . . . . . . . . . . . . .             364,056           364,056 
    Due from Related Party. . . . . . . . . . . .              53,831            55,121 
  Other . . . . . . . . . . . . . . . . . . . . .               9,340             9,340 
  Total Other Assets. . . . . . . . . . . . . . .  $        1,485,352   $     1,486,642 

Total Assets. . . . . . . . . . . . . . . . . . .  $        1,529,602   $     1,530,208 

Liabilities and Shareholders' Equity (Deficiency)

  Current Liabilities
    Accounts Payable. . . . . . . . . . . . . . .  $            6,786   $         6,426 
    Accrued and Other Liabilities . . . . . . . .               1,541             2,617 
    Reclamation . . . . . . . . . . . . . . . . .             281,818           407,760 
  Total Current Liabilities . . . . . . . . . . .  $          290,145   $       416,803 

  Long Term Liabilities
    Due to Related Parties. . . . . . . . . . . .           2,695,005         2,570,915 
  Total Long Term Liabilities . . . . . . . . . .  $        2,695,005   $     2,570,915 

  Shareholders' Equity (Deficiency)
    Common Shares, par value $0.01 per share
    30,000,000 shares authorized
    5,400,000 shares issued and outstanding . . .              54,000            54,000 
    Additional Paid-in Capital. . . . . . . . . .          15,088,360        15,088,360 
    Deficit . . . . . . . . . . . . . . . . . . .         (16,597,908)      (16,599,870)
  Total Shareholders' Equity (Deficiency) . . . .          (1,455,548)       (1,457,510)
Total Liabilities & Shareholders' Equity. . . . .  $        1,529,602   $     1,530,208 
<FN>

(See  accompanying  notes  to  the  consolidated  financial  statements)
</TABLE>


                              AMERICAN  EAGLE  RESOURCES,  INC.
                              10-Q  FOR  QUARTER  ENDED  12-31-97
                              Commission  File  No.  0-12570
<TABLE>
<CAPTION>

                        AMERICAN EAGLE RESOURCES, INC.
                     CONSOLIDATED STATEMENT OF OPERATIONS
                                  (UNAUDITED)

                                  Six  months  ended  December  31
                                     1997        1996        1995
<S>                               <C>         <C>         <C>
Revenue
Mineral Sales and Royalties. . .     10,291     128,346     475,589 
Interest Income and Other. . . .     17,971      15,848      17,106 
                                     28,262     144,194     492,695 

Expenses
Mine Operating Costs . . . . . .      4,010     151,636     428,238 
Mineral Exploration. . . . . . .          -           -           - 
Reclamation. . . . . . . . . . .          -     360,000           - 
Depreciation and Depletion . . .          -           -     142,558 
General and Administration . . .     22,290      50,179       5,716 
                                     26,300     561,815     576,512 

Net Income/(Loss) for the Period      1,962    (417,621)    (83,817)

Net Loss per share . . . . . . .      (0.00)      (0.08)      (0.02)

Weighted average shares
Outstanding. . . . . . . . . . .  5,400,000   5,400,000   5,400,000 
</TABLE>


                              AMERICAN  EAGLE  RESOURCES,  INC.
                              10-Q  FOR  QUARTER  ENDED  12-31-97
                              Commission  File  No.  0-12570

<TABLE>
<CAPTION>
                        AMERICAN EAGLE RESOURCES, INC.
                     CONSOLIDATED STATEMENT OF CASH FLOWS
                                  (UNAUDITED)

                                        Six  months  ended  December  31
                                               1997       1996       1995
                                                ($)        ($)        ($)
Operating Activities
<S>                                          <C>        <C>        <C>
Net Profit (Loss) . . . . . . . . . . . . .     1,962   (417,621)  (83,817)
Adjustments to reconcile net loss
to net cash provided by (used in):

Depreciation and Depletion. . . . . . . . .         -          -   142,558 
Reclamation expense . . . . . . . . . . . .  (125,942)   346,547    17,986 
(Increase) decrease in accounts receivable.         -     28,859      (225)
(Increase) decrease in prepaid expenses . .     3,917      5,953   (17,883)
(Increase) in due to  related party . . . .   125,380     28,493     9,221 
(Increase) decrease in other assets . . . .         -          -         - 
Increase (decrease) in accounts payable . .       360    (11,047)   13,125 
Increase (decrease) in accrued and
 other liabilities. . . . . . . . . . . . .    (1,076)       818   (10,492)
Total adjustments . . . . . . . . . . . . .     2,639    399,623   154,290 
Net Cash used in Operations . . . . . . . .     4,601    (17,998)   70,473 

Investing Activities

Purchase of Equipment . . . . . . . . . . .         -          -   (55,063)
Increase in Mineral Properties. . . . . . .         -          -    33,098 
                                                    -          -   (21,965)
Financing Activities

Increase (decrease) in silver loan payable.         -          -   (21,213)

Increase (Decrease) in Cash . . . . . . . .     4,601    (17,998)   27,295 
Cash - Beginning of Period. . . . . . . . .    36,311     48,545   105,243 
Cash - End of Period. . . . . . . . . . . .    40,912     30,547   132,538 
</TABLE>



                              AMERICAN  EAGLE  RESOURCES,  INC.
                              10-Q  FOR  QUARTER  ENDED  12-31-97
                              Commission  File  No.  0-12570

                        AMERICAN EAGLE RESOURCES, INC.
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)

1.            NATURE  OF  BUSINESS  AND  SIGNIFICANT  ACCOUNTING  POLICIES

     Nature  of  Business  - American Eagle Resources, Inc. (The "Company") is
primarily  engaged in the exploration, development, and production of precious
metals.    As of June 30, 1997 and 1996, the Company's only operating activity
was  a  40%  interest  in  the Golden Eagle Mine Joint Venture ( formerly, the
Flowery  Mine)  (the  "Mine"),  located  in  Storey  County, Nevada.  Revenues
generated  from  production  at the Mine were primarily received from a single
refiner.    During fiscal 1997, the Company ceased all leaching and production
and  was  in  the  reclamation  phase  at  the  Mine.

     Basis  of Presentation - The financial statements include the accounts of
American  Eagle  Resources,  Inc. (the "Company") and a proportionate share of
the  accounts of  the Golden Eagle Mine Joint Venture in which the Company has
an  interest.   All material inter-company balances and transactions have been
eliminated.

The  accompanying  financial  statements  have been prepared assuming that the
Company  will  continue as a going concern.  As discussed above, the Company's
only  operating  activity  has  moved into the reclamation phase and no future
cash  flows  from operating activities are expected.  The Company is currently
dependent upon its joint venture partner to continue to fund the cash needs of
the  Mine,  which  raises substantial doubt about its ability to continue as a
going  concern.    Management's  plans  in  regard  to  these matters are also
described below.  The financial statements do not include any adjustments that
might  result  from  the  outcome  of  this  uncertainty.

     Future  Operations - During fiscal 1997, the Company's management entered
into  negotiations  with  various  entities,  including related parties, which
could  ultimately result in a change in the Company's operating entities and a
reorganization  of the corporate structure of the Company.  The reorganization
contemplated includes: 1) a transaction in which the Company's 40% interest in
the Golden Eagle Mine Joint Venture is sold or transferred; 2) the acquisition
of  shares  of  the  Company's  common  stock  from  related  entities; 3) the
liquidation  of  a  portion of the Company's investment in Miramar; and 4) the
elimination  of  a  portion  or  all  of  the  amounts due to related parties.
Subsequently,
                              AMERICAN  EAGLE  RESOURCES,  INC.
                              10-Q  FOR  QUARTER  ENDED  12-31-97
                              Commission  File  No.  0-12570


management  plans  to  acquire  or lease new properties and to continue in the
business  of exploration, development, and production of precious metals.  The
terms  of  such  reorganization have not been finalized, nor can its impact on
the  financial  statements  be
determined  at  this  time.  Accordingly, no amounts have been recorded in the
financial  statements  which  could  result  from these proposed transactions.
There  can  be  no  assurances  that  such  transactions  will  occur.

Restricted  Cash - Restricted cash consists of certificates of deposit held as
collateral  for  the  performance  of  the  Companies  reclamation activities.

Property and Equipment - Property acquisition costs and mine development costs
incurred  to  expand  capacity  of  operating mines, develop new ore bodies or
develop  new  areas  substantially  in  advance  of  current  production  are
capitalized.  When commercial production commences, depletion of such costs is
computed  using  the unit-of-production method, based on estimated recoverable
ore  reserves.    When  a  mining  property is determined to be noncommercial,
nonproductive,  or  its  value  impaired,  the remaining capitalized costs are
expensed  to  the  extent  that  they  exceed  estimated net realizable value.

Building  and  equipment  are  depreciated using the straight-line method over
estimated  useful  lives  of  ten  years  and  five  years,  respectively.

The  Company  ceased  mining operations during fiscal 1996 and management does
not  intend  to  further  explore, expand, or develop the properties owned and
leased  by  the  Golden  Eagle Mine Joint Venture.  Accordingly, an impairment
allowance  of  $  442,181  was  established  as  of  June 30, 1996 which fully
reserved  the  remaining  net  book  value  of  property  and  equipment.

Revenue  Recognition  - Any revenue is recognized when gold shipments are made

Net  Loss  Per  share  - The computation of net loss per share is based on the
Company's  reported  net  loss  and  the  weighted average number of shares of
common  stock  outstanding.

Use  of Estimates - The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and  assumptions that affect the reported amounts of assets and liabilities at
the  date of the financial statements and the reported amounts of revenues and
expenses  during the reporting period.  Actual results could differ from those
estimates.

                              AMERICAN  EAGLE  RESOURCES,  INC.
                              10-Q  FOR  QUARTER  ENDED  12-31-97
                              Commission  File  No.  0-12570


Reclamation  - Estimated reclamation costs are accrued over the estimated life
of  the mine on a unit-of-production basis.  For the six months ended December
31, 1997, $ 125,942 has been expensed, decreasing the reclamation liability to
$  281,818.

Impairment  of Long-Lived Assets - Statement of Financial Accounting Standards
("SFAS")  No.  121, Accounting for the Impairment of Long-Lived Assets and for
Long-Lived  Assets  to  be Disposed of, was issued by the Financial Accounting
Standards  Board  ("FASB")  in  March 1995, and established accounting for the
impairment  of  long-lived  assets,  certain  identifiable  intangibles,  and
goodwill related to those assets to be held and used for long-lived assets and
certain  identifiable intangibles  to be disposed of.  The Company adopted the
provisions  of  SFAS No. 121 during the year ended June 30, 1996.  The Company
reviews  the  carrying  values  of  its long-lived and identifiable intangible
assets  for  possible  impairment  whenever events or changes in circumstances
indicate  that  the  carrying  amount  of  assets  may  not  be  recoverable.

Reclassifications - Certain amounts have been reclassified to conform with the
current  year's  presentation.

2.          PROPERTY  AND  EQUIPMENT

     Property  and  Equipment has been fully reserved (see note 1, "Impairment
of  Long-lived  Assets").
     Costs  of mineral properties relate principally to the Golden Eagle Mine.

3.          INVESTMENT  IN  MIRAMAR  MINING  CORPORATION

     The  Company's  Investment  in  Miramar  Mining  Corporation  ("Miramar")
represents  and  approximate 2% interest in that Company.  Miramar is a mining
Company  listed  on  the  NASDAQ  Stock  Exchange  and is a related party.  At
December  31,  1997  and 1996, this investment was recorded at cost, which was
less  than  market  value.  Due to the related party nature of the investment,
the  investment  is not recorded above original cost basis.  Due to the nature
of  marketable  securities, and their susceptibility to fluctuations in market
conditions,  their  fair  value  could  change significantly in the next year.

4.          INCOME  TAXES

     No  provision  for  income  taxes  has  been  recorded  in  the financial
statements  due  to  the  net  losses  of  the Company.  At June 30, 1997, the
Company  had  net  operating  loss ("NOL") carryforwards of $15,401,338, which
expire  up  to  the  year  ending  June  30,

                              AMERICAN  EAGLE  RESOURCES,  INC.
                              10-Q  FOR  QUARTER  ENDED  12-31-97
                              Commission  File  No.  0-12570




2012.    The Company has not recognized a deferred tax asset relating to these
carryforwards.

     The  NOL  carryforwards  generated  through  the  date  of  the Company's
reorganization  in  1990 are subject to an annual limitation of $272,858.  The
NOL  carryforwards  generated  subsequent  to  such reorganization are allowed
without  limitation.  Therefore, total NOL carryforwards actually available to
offset  future  taxable  income  will  be  limited to approximately $6,500,000
before  fully  expiring  during  the  year  ending  June 30, 2017.  Subsequent
ownership  changes  could  further  reduce  available  NOL carryforwards.  The
annual  limitation,  and  therefore  the  NOL  carryforwards  available,  are
increased by any recognized built-in gains during a taxable year as provide by
Internal  Revenue  Code  Section  382.

     The  Company   has adopted Financial Accounting Standards Board Statement
No.  109,  Accounting  for Income Taxes (FAS109).  The Company had no recorded
deferred  taxes  before  or  after implementation of FAS 109 and, accordingly,
there was no cumulative or current period effect from the adoption of FAS 109.

     Deferred income taxes reflect the impact of temporary differences between
the  amount  of  assets  and  liabilities  recognized  for financial reporting
purposed  and  such  amount  recognized for tax purposes and the impact of net
operating  loss  carryforwards.   The components of the Company's deferred tax
assets  as  of  June  30,  1997  were  as  follows:

<TABLE>
<CAPTION>

<S>                                              <C>
  Benefit from net operating loss carryovers. .  $ 5,236,455 
  Benefit from investment tax credit carryovers  $   121,240 
  Other . . . . . . . . . . . . . . . . . . . .  $   231,770 
  Total . . . . . . . . . . . . . . . . . . . .    5,589,465 
  Valuation Allowance . . . . . . . . . . . . .   (5,589,465)
  Net . . . . . . . . . . . . . . . . . . . . .  $         - 
</TABLE>




                              AMERICAN  EAGLE  RESOURCES,  INC.
                              10-Q  FOR  QUARTER  ENDED  12-31-97
                              Commission  File  No.  0-12570


5.          RELATED  PARTY  TRANSACTIONS

     In  September  1989,  the  Company entered into a joint venture agreement
with  Miramar  Gold Corporation ("Miramar Gold"), a Nevada corporation for the
operation  of  mining  properties  and  equipment (the Golden Eagle Mine Joint
Venture).   Miramar Gold is a wholly owned subsidiary of Miramar (see Note 3),
which has a 16% interest in the Company.  Mr. W.H. Berukoff is President and a
member  of  the Board of Directors of the Company.  He is also President and a
member of the Board of Directors of Miramar Gold and Miramar.  Under the terms
of the agreement, the Company received 20% of the revenues and paid 40% of the
expenses  from  mining  operations  until  Miramar  had  received  the  sum of
$1,000,000.    Beginning  in  September, 1994, the Company received 40% of the
revenues  and  paid  40%  of  the  expenses.


     At  December  31,  1997,  the  Company  had  a payable to Miramar Gold of
$2,695,005  for  costs  paid  by  Miramar  Gold on behalf of the Company.  The
Company classifies this payable as non-current as Miramar Gold has represented
it  will  not  demand  payment  in  fiscal  1997.

At  December  31, 1997, the Company has a receivable of $51,971 from a Company
controlled  by  the President of the Company as well as a receivable of $1,860
from  other  companies  that  are  controlled by the President of the Company.
The  Company  classifies  this amount as non-current as significant repayments
are  not  expected  within  a  year.





ITEM  2  -  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF FINANCIAL CONDITION AND
RESULTS  OF  OPERATIONS

Results  of  Operations


All  operations  have  ceased, and only reclamation work is being carried out.





                              AMERICAN  EAGLE  RESOURCES,  INC.
                              10-Q  FOR  QUARTER  ENDED  12-31-97
                              Commission  File  No.  0-12570



Liquidity  and  Capital  Resources
<TABLE>
<CAPTION>


                       Dec 31     June 30,    Increase
                        1997        1997     (Decrease)
<S>                  <C>         <C>         <C>
Current Assets. . .  $  44,250   $  43,566   $      684 
Current Liabilities    291,145     416,803     (125,658)
Working Capital . .  $(246,895)  $(373,237)  $  126,342 
<FN>
Working  capital  increased  as  the  reclamation  work  and  the  reclamation
liability  decreases.

During  fiscal 1997, the Company ceased all leaching and production and was in
the  reclamation  phase  at  the  Mine.

The  Company  is  in  the  process  of  evaluating  various  future  business
directions.
</TABLE>




               PART  II  -  OTHER  INFORMATION

ITEM  6.          EXHIBITS  AND  REPORTS  OF  FORM  8-K

     A)          NONE

     B)          NONE






                              AMERICAN  EAGLE  RESOURCES,  INC.
                              10-Q  FOR  QUARTER  ENDED  12-31-97
                              Commission  File  No.  0-12570




SIGNATURES

Pursuant  to  the  requirements  of  the  Securities Exchange Act of 1934, the
Registrant  has  duly  caused  this  report  to  be  signed on its behalf  the
undersigned  thereunto  duly  authorized.




                              AMERICAN  EAGLE  RESOURCES,  INC.


Date:     January 26, 1998                     By:   /s/ Margaret E. Stewart
                                                     -----------------------
                                                     Margaret E. Stewart
                                                     Authorized Representative


Date:          January  26,  1998              By:   /s/ James McKay
                                                     ---------------
                                                     James McKay
                                                     Director