AMERICAN EAGLE RESOURCES, INC.
                                       10-Q FOR QUARTER ENDED 03-31-97
                                         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
March  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  March  31,  1997

<PAGE>


<PAGE>

                              AMERICAN  EAGLE  RESOURCES,  INC.
                              10-Q  FOR  QUARTER  ENDED  03-31-97
                                         Commission File No. 0-12570


                         AMERICAN EAGLE RESOURCES INC.

                                   FORM 10-Q

                                     INDEX

                                                  Page  Number
                                                  ------------

Part  I  -  Financial  Information
----------------------------------

Item  1.          Financial  Statements:

          Consolidated  Balance  Sheets  as  at  March  31,  1997
          (unaudited)  and  June  30,  1996                                  3

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

          Consolidated  Statements  of  Cash  Flows  for  the
          three  months  ended  March  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


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<TABLE>

<CAPTION>

                                                AMERICAN EAGLE RESOURCES, INC.

                                                  CONSOLIDATED BALANCE SHEET



                                                    March 31, 1997    June  30, 1996
                                                   ----------------  ----------------                                     
<S>                                                <C>               <C>               <C>                     <C>     <C>

Assets
Current Assets
Cash                                               $        39,524   $        48,545 
Accounts Receivable                                          9,340            56,846 
Prepaid Expenses                                            10,970            14,978 
                                                   ----------------  ----------------                                        
Total Current Assets                               $        59,834   $       120,369 

Property and Equipment - Net                                                       -                        -

Other Assets
  Marketable Securities at cost    1,058,125             1,058,125 
  Restricted Cash                                          366,232           366,232   Due from Related Party  55,121  55,121
                                                                                                               ------  ------
Total Other Assets                                 $     1,479,478   $     1,479,478 
                                                   ----------------  ----------------                                        

Total Assets                                       $     1,539,312   $     1,599,847 

Liabilities and Shareholders' Equity (Deficiency)
Current Liabilities
Accounts Payable                                   $        20,165   $        21,845 
Accrued and Other Liabilities                                3,018             9,316 
                                                   ----------------  ----------------                                        
Total Current Liabilities                          $        23,183   $        31,161 

Long Term Liabilities
Reclamation                                                440,365   $       113,601 
Due to Related Parties                                   2,618,087         2,521,426 
                                                   ----------------  ----------------                                        
Total Long Term Liabilities                        $     3,058,452   $     2,635,027 

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                                                (16,684,683)      (16,208,701)
                                                   ----------------  ----------------                                        
Total Shareholders' Equity
(Deficiency)                                            (1,542,323)     (  1,066,341)
                                                   ----------------  ----------------                                        
Total Liabilities & Shareholders'
Equity                              $1,539,312     $     1,599,847 
<FN>


(see  accompanying  notes  to  the  consolidated  financial  statements)



</TABLE>


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<TABLE>

<CAPTION>



                              AMERICAN  EAGLE  RESOURCES,  INC.
                              10-Q  FOR  QUARTER  ENDED  03-31-97
                                                 Commission File No. 0-12570

                                 AMERICAN EAGLE RESOURCES, INC.
                CONSOLIDATED  STATEMENT  OF  OPERATIONS



                             Nine months ended March 31
                                        1997                        1996                1995
                             ---------------------------  -------------------------  ----------
<S>                          <C>                          <C>                        <C>

Revenue
---------------------------                                                                    
Mineral Sales and Royalties                      28,252                    659,517     557,126 
Interest Income and Other                        29,227                     32,152       6,035 
                             ---------------------------  -------------------------  ----------
                                                157,479                    691,669     563,161 

Expenses
Mine Operating Costs                            151,753                    524,348     606,402 
Mineral Exploration                                   - 
Reclamation                                     421,303 
Depreciation and Depletion                      202,592                    144,604 
General and Administration                       60,405                     32,901     106,259 
                             ---------------------------  -------------------------  ----------
                                                633,461                    759,841     857,265 

Net Loss for the Period                        (475,982)  68,172           294,104
                             ---------------------------  -------------------------            

Net Loss per share                                (0.09)                     (0.01)      (0.05)

Weighted average shares
Outstanding                                   5,400,000                  5,400,000   5,400,000 

</TABLE>


<PAGE>

<PAGE>
<TABLE>

<CAPTION>


                              AMERICAN  EAGLE  RESOURCES,  INC.
                              10-Q  FOR  QUARTER  ENDED  03-31-97
                                                            Commission File No. 0-12570

                                            AMERICAN EAGLE RESOURCES, INC.
                CONSOLIDATED  STATEMENT  OF  CASH  FLOWS
                         Nine  months  ended  March  31


                                                               1997                       1996                1995
                                                     ------------------------  ---------------------------  ---------

<S>                                                  <C>                       <C>                          <C>



Net Profit (Loss)                                                   (475,982)                     (68,172)  (294,104)
Adjustments to reconcile net loss
to net cash provided by (used in)
Operating Activities
Depreciation and Depletion                                           202,592                      144,604 
Reclamation expense                                                  326,764                       18,558     18,504 
(Increase) decrease in accounts receivable  47,506                    10,779                     (295,585)
(Increase) decrease in prepaid expenses      4,008                    11,907)                       4,791 
(Increase) in due to  related party                                   96,661                      164,594    538,631 
(Increase) decrease in other assets                                   15,148 
Increase (decrease) in accounts payable              (1,680)         (36,056)                     (68,081)
Increase (decrease) in accrued and
other liabilities                                                     (6,298)  (11,047)             1,885
                                                     ------------------------  ---------------------------           
Total adjustments                                                    466,961   337,513            359,897
                                                     ------------------------  ---------------------------           
Net Cash used in Operations                                          ( 9,021)                     269,341     65,793 

Purchase of Equipment                                               (103,926)                     (30,268)
Financing Activities                                                 (55,521)
                                                     ------------------------                                        

Increase (Decrease) in Cash                                           (9,021)                     165,415    (19,996)

Cash - Beginning of  Period                                           48,545                       48,000     20,888 
                                                     ------------------------  ---------------------------  ---------

Cash - End of Period                                                  39,524                      213,415        892 


</TABLE>


<PAGE>



<PAGE>





                              AMERICAN  EAGLE  RESOURCES,  INC.
                              10-Q  FOR  QUARTER  ENDED  03-31-97
                                         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-  All  mining, exploration, development and production of
--------------------
precious  metals has ceased.  The only remaining activity in it's 40% interest
---
of  the  Golden  Eagle  Mine  Joint  Venture  (  formerly the Flowery Mine) is
reclamation  work.

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.


The  Company  ceased mining operations during fiscal 1996 and leaching stopped
in  the second quarter of fiscal 1997;  only reclamation work is being carried
out.    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.
---

Reclamation  - Estimated reclamation costs are accrued over the estimated life
-----------
of  the  mine  on  a  unit-of-production basis.  Total anticipated reclamation
costs  are  estimated  to  be  $524,312,  of  which $83,947. has been expended
through  March  31,  1997,  reducing  the  accrual  to  $440,365.

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).



<PAGE>




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 March
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.

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
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, 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 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,  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                                                            $        -

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  March  31,  1997,  the  Company  had  a  payable  to  Miramar Gold of
$2,618,087  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  March  31,  1997,  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 repayments
are  not  expected  within  a  year.


<PAGE>






                              AMERICAN  EAGLE  RESOURCES,  INC.
                              10-Q  FOR  QUARTER  ENDED  03-31-97
                              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.

Effectively  all  operations  have ceased as at the end of the second quarter,
and  only  reclamation  work  is  being  carried  out.

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
----------------------------------
                    Mar  31                    June  30,              Increase
                         1997                    1996               (Decrease)
Current  Assets                   $59,834          $120,369          $(60,535)
Current  Liabilities             23,183              31,161            (7,978)
Working Capital          $ 36,651          $  89,208                 $(52,557)

Working  capital  decreased  due  to  cessation  of all activities, other than
reclamation.

Leaching  ceased  by  the end of the second quarter, and only reclamation work
remains.

The  Company  is  in  the  process  of  evaluating  various  future  business
directions.


                          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  03-31-97
                              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:                                              By:     Margaret E. Stewart
                                   Authorized  Representative


Date:                                                      By:     James McKay
                                   Director

<PAGE>