[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