AMERICAN EAGLE RESOURCES, INC.
                              10-Q FOR QUARTER ENDED 12-31 96
                              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, 1996                     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 I.D. No.)  
incorporation or organization)                
  
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, 1996
  
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                              AMERICAN EAGLE RESOURCES, INC.
                              10-Q FOR QUARTER ENDED 12-31 96
                              Commission File No. 0-12570
  
INDEX
                              
                                                                   Page Number

Part I - Financial Information
  
Item 1.      Financial Statements:
  
             Consolidated Balance Sheets as at December 31, 1996
             (unaudited) and June 30, 1996                               3
  
             Consolidated Statements of Operations for 
             the three months ended December 31, 1996,
             1995, and 1994 (unaudited)                                  4
  
             Consolidated Statements of Cash Flows for the 
             three months ended December 31, 1996, 1995, 
             and 1994 (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
 
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<TABLE>  
                              AMERICAN EAGLE RESOURCES, INC.
                              10-Q FOR QUARTER ENDED 12-31 96
                              Commission File No. 0-12570
  
             AMERICAN EAGLE RESOURCES, INC.
             CONSOLIDATED BALANCE SHEET

<CAPTION>
                                          December 31, 1996     June  30, 1996

<S>                                     <C>                      <C>           
Assets  
Current Assets
Cash                                    $       30,547           $      48,545
Accounts Receivable                             27,987                  56,846
Prepaid Expenses                                 9,025                  14,978
Total Current Assets                    $       67,559           $     120,369
  
Property and Equipment - Net               -                   -
  
Other Assets
Marketable Securities at cost                1,058,125               1,058,125
Restricted Cash                                366,232                 365,872
Due from Related Party                          55,121                  55,121
Total Other Assets                      $    1,479,478           $   1,479,118
  
Total Assets                            $    1,547,037           $   1,599,487
  
Liabilities and Shareholders' Equity (Deficiency)
Current Liabilities
Accounts Payable                        $       10,798           $      21,845
Accrued and Other Liabilities                   10,134                   9,316
Total Current Liabilities               $       20,932           $      31,161
  
Long Term Liabilities
Reclamation                                    460,148           $     113,601
Due to Related Parties                       2,549,919               2,521,426
Total Long Term Liabilities             $    3,010,067           $   2,635,027

Shareholders' Equity (Deficiency)
Common Shares, par value $0.01 per share
30,000,000 shares aurthorized
5,400,000 shares issued and outstanding         54,000                  54,000
Additional Paid-in Capital                  15,088,360              15,088,360
Deficit                                    (16,626,322)            (16,208,701)
Total Shareholders' Equity (Deficiency)     (1,483,962)             (1,066,341)
Total Liabilities & Shareholders' Equity  $  1,547,037            $  1,599,847

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

</TABLE>
  
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<TABLE>  
                              AMERICAN EAGLE RESOURCES, INC.
                              10-Q FOR QUARTER ENDED 12-31 96
                              Commission File No. 0-12570
  
                     AMERICAN EAGLE RESOURCES, INC.
                  CONSOLIDATED STATEMENT OF OPERATIONS
<CAPTION>  
                                            Six months ended December 31
                                         1996           1995           1994
<S>                                    <C>             <C>            <C>
Revenue
Mineral Sales and Royalties            128,346         475,589        305,849
Interest Income and Other               15,848          17,106          4,827
                                       144,194         492,695        310,676
  
Expenses
Mine Operating Costs                   151,636         428,238        417,855
Mineral Exploration                       0               0              0
Reclamation Expense                    360,000            0              0
Depreciation and Depletion             142,558          92,404           0
General and Administration              50,179           5,716         68,738
                                       561,815         576,512        578,997
  
Net Loss for the Period               (417,621)        (83,817)      (268,321)

Net Loss per share                       (0.02)         (0.002)         (0.05)
  
Weighted average shares
Outstanding                          5,400,000       5,400,000      5,400,000
  
</TABLE>

<PAGE>                         
<TABLE>
  
                              AMERICAN EAGLE RESOURCES, INC.
                              10-Q FOR QUARTER ENDED 12-31 96
                              Commission File No. 0-12570
  
                AMERICAN EAGLE RESOURCES, INC.
                CONSOLIDATED STATEMENT OF CASH FLOWS
  
<CAPTION>  
                                              Three months ended December 31

                                              1996          1995          1994 
<S>                                        <C>            <C>         <C>
Net Profit (Loss)                          (417,621)      (83,817)    (268,321)
Adjustments to reconcile net loss
to net cash provided by (used in)
Operating Activities
(Gain) loss on sale of assets                  0             0          (2,122)
Depreciation and Depletion                     0          142,558       92,404
Reclamation expense                         346,547        17,986       11,692
(Increase) decrease in accounts receivable   28,859          (225)     (32,597)
(Increase) decrease in prepaid expenses       5,953       (17,883)      (2,279)
(Increase) in due to  related party          28,493         9,221      296,833
(Increase) decrease in other assets          15,148          0            0
Increase (decrease) in accounts payable     (11,047)       13,125      (44,205)
Increase (decrease) in accrued and
other liabilities                               818       (10,492)      (2,077)
Total adjustments                           399,623       154,290      332,797
Net Cash used in Operations                 (17,998)       70,473       64,476

Purchase of Equipment                          0         (68,209)      (15,414)

Financing Activities                           0            0          (55,521)
  
Increase (Decrease) in Cash                (17,998)        2,264        (6,459)
  
Cash - Beginning of  Period                 48,545        48,000        20,888
  
Cash - End of Period                        30,547        50,264        14,429
  
</TABLE>

<PAGE> 
  
                              AMERICAN EAGLE RESOURCES, INC.
                              10-Q FOR QUARTER ENDED 12-31 96
                              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 primar-ily engaged in the exploration, development, and production of 
precious metals.  As of December 31, 1996, the Company's only operating 
activity was a 40% interest in the Golden Eagle Mine Joint Venture ( formerly 
the Flowery Mine), located in the Storey county of Nevada.  Revenues generated
from production at the Golden Eagle Mine are primarily received from a single 
refiner.  Mining stopped on January 11, 1996, but leaching will continue until
is no longer economically feasible.
  
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.
  
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 the capacity of the operating mine, 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 non-commercial, non-
productive, or its value impaired, the remaining capitalized costs are expensed
to the extent that they exceed the estimated net realizable value.  Mine 
exploration costs and mine development costs related to current production are
expensed as incurred.
  
Buildings 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.  
  
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                              AMERICAN EAGLE RESOURCES, INC.
                              10-Q FOR QUARTER ENDED 12-31 96
                              Commission File No. 0-12570
  
  
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 - 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.
  
Reclamation - Estimated reclamation costs are accrued over the estimated life
of the mine on a unit-of-production basis.  Estimated additional reclamation
costs of $360,000 have been added bringing the anticipated reclamation total
to $ 524,312.
  
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 

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, 1996 and 1995, 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.
  
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                              AMERICAN EAGLE RESOURCES, INC.
                              10-Q FOR QUARTER ENDED 12-31 96
                              Commission File No. 0-12570
  
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, 1996, the Company
had net operating loss ("NOL") carryforwards of $15,207,207, which expire up to
the year ending June 30, 2011.  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 with-
out 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, 2011.  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 report-
ing 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, 1996 were as follows:
  
Benefit from net operating loss carryovers                       $5,170,450
Benefit from investment tax credit carryovers                    $  129,120
Other                                                            $  164,777
Total                                                             5,464,347
Valuation Allowance                                              (5,464,347)
Net                                                              $    -
  
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                              AMERICAN EAGLE RESOURCES, INC.
                              10-Q FOR QUARTER ENDED 12-31 96
                              Commission File No. 0-12570
  
  
5.         RELATED PARTY TRANSACTIONS
  
           In September 1989, the Company entered into a joint venture agree-
ment 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, 1996, the Company had a payable to Miramar Gold of 
$2,549,919 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, 1996, the Company has a receivable of $53,261 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 re-
payments are not expected within a year.
  
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                              AMERICAN EAGLE RESOURCES, INC.
                              10-Q FOR QUARTER ENDED 12-31 96
                              Commission File No. 0-12570
  
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
  
Results of Operations
  
The profitability of the Company's operations in any one accounting period is 
directly related to, among other things: 1) the average realized price of gold 
and silver; 2) the average ore grade; 3)the rate of production of ore.
  
In the current year mining stopped on January 11, 1996, but leaching of the 
previously stacked ore has continued  and will continue until it is no longer 
economically feasible.
  
During the first six months, net production was 606 ounces of gold and 10,119 
ounces of silver of which the Company's share is 242 ounces of gold  and 4,048
ounces of silver.
  
Liquidity and Capital Resources
  
                                      Dec  31        June 30         Increase
                                        1996           1996         (Decrease)
Current Assets                       $  67,559       $120,369       $ (52,810)
Current Liabilities                     20,932         31,161         (10,229)
Working Capital                      $  46,627      $  89,208       $ (42,581)
  
Working capital decreased due to slow down of leaching process and due to the 
cessation of mining there was no new ore placed on the pad.
               
Only leaching and reclamation work was in process during the first  and second 
quarter.  
  
The Company is in the process of evaluating various future business directions.
  
<PAGE>  
  
                              AMERICAN EAGLE RESOURCES, INC.
                              10-Q FOR QUARTER ENDED 09-30 96
                              Commission File No. 0-12570
  
                    PART II - OTHER INFORMATION
  
ITEM 6.         EXHIBITS AND REPORTS OF FORM 8-K
  
     A)         NONE
  
     B)         NONE
  
<PAGE>                                   
     
                              AMERICAN EAGLE RESOURCES, INC.
                              10-Q FOR QUARTER ENDED 09-30 96
                              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 under-
signed thereunto duly authorized.
  
  
  
                                             AMERICAN EAGLE RESOURCES, INC.
  
  
Date:                                        By:  Margaret E. Stewart
                                                  Authorized Representative
  
  
Date:                                        By:  James McKay
                                                  Director