U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

[X]    QUARTERLY  REPORT  UNDER  SECTION  13  OR  15(d)OF  THE  SECURITIES
       EXCHANGE  ACT  OF  1934.

For  the  quarterly  period  ended  March  31,  1999.

[ ]    TRANSITION  REPORT  UNDER  SECTION  13  OR  15(d)  OF  THE  SECURITIES
       EXCHANGE  ACT  OF  1934.

For  the  transition  period  from  _________  to  _________

                        Commission file number: 000-23105

                       AMERICAN INDEPENDENT NETWORK, INC.
              (Exact name of small business issuer in its charter)


                 Delaware                               75-2504551
         (State or Jurisdiction of                    I.R.S. Employer
       Incorporation or Organization)               Identification No.)

                         6125 Airport Freeway, Suite 200
                           Haltom City, Texas   76117
                                 (817) 222-1234
          (Address and telephone number of principal executive offices)


     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 reports), and (2)
has  been  subject  to  such  filing  requirements  for  the  past  90  days.

Yes  [ ]  No   [X}

     State  the  number of shares outstanding of each of the issuer=s classes of
common  equity,  as  of the latest practicable date.  As of July 14, 1999, there
were  approximately  13,318,093  shares of the Company=s Common Stock issued and
outstanding.

     Transitional  Small Business Disclosure Format: Yes [ ]              No [X]

<PAGE>
ITEM  1.     FINANCIAL  STATEMENTS.

     The  following  financial statements are filed as part of this Registration
Statement:

     Financial  Statements:
     ---------------------

     Comparative  Balance  Sheet  (Unaudited)  at  March  31,  1999  and
     March  31,  1998

     Comparative  Statement  of  Operations  (Unaudited)  for  the  Three
     Months  ended  March  31,  1999  and  1998

     Comparative  Analysis  of  Stockholders=  Equity  (Unaudited)  for
     the  Three  Months  ended  March  31,  1999  and  1998

     Comparative  Statement  of  Cash  Flows  (Unaudited)  for  the
     Three  Months  ended  March  31,  1999  and  1998

     Notes  to  Comparative  Financial  Statements  (Unaudited)

<PAGE>
<TABLE>
<CAPTION>
                       AMERICAN INDEPENDENT NETWORK, INC.
                      Comparative Balance Sheet (Unaudited)
                                    March 31,


                     ASSETS
                                           1999         1998
                                       ------------  -----------
<S>                                    <C>           <C>
CURRENT ASSETS
 Cash and cash equivalents. . . . . .  $       595   $   94,368
 Accounts receivable. . . . . . . . .        5,088        2,250
 Trade credits receivable . . . . . .       30,000       30,000
 Note receivable, net of
   doubtful account of $700,000 . . .            0      700,000
                                       ------------  -----------
   TOTAL CURRENT ASSETS . . . . . . .       35,683      826,618
                                       ------------  -----------

PLANT, PROPERTY AND EQUIPMENT
 Leasehold improvements . . . . . . .       22,851       22,851
 Equipment and furnishings. . . . . .      130,642      128,842
 Digital compression equipment. . . .      845,452      834,769
                                       ------------  -----------
                                           998,946      986,462
 Accumulated depreciation . . . . . .     (213,008)    (126,802)
                                       ------------  -----------
  TOTAL PLANT, PROPERTY AND EQUIPMENT      785,937      859,660
                                       ------------  -----------

OTHER ASSETS
Deferred tax benefits . . . . . . . .            0      207,477
Trade credits receivable, net of
  allowance of $125,138 . . . . . . .      221,990      261,990
Other investments . . . . . . . . . .      530,005      884,595
                                       ------------  -----------
 TOTAL OTHER ASSETS . . . . . . . . .      751,995    2,251,650
                                       ------------  -----------
   TOTAL ASSETS . . . . . . . . . . .  $ 1,573,615   $3,937,928
                                       ------------  -----------
</TABLE>

              THE ACCOMPANYING "NOTES TO FINANCIAL STATEMENTS" ARE
                 AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS

<PAGE>
<TABLE>
<CAPTION>
                       AMERICAN INDEPENDENT NETWORK, INC.
                     Comparative Balance Sheet  (Unaudited)
                                    March 31,


                                                  1999          1998
                                              ------------  ------------
<S>                                           <C>           <C>
   LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
 Accounts payable. . . . . . . . . . . . . .  $   486,917   $   154,997
 Notes payable . . . . . . . . . . . . . . .    1,564,979     2,330,188
 Accrued interest - notes. . . . . . . . . .      338,979       177,317
 Advances from affiliates. . . . . . . . . .       31,038        28,402
 Interest due preferred shareholders . . . .       37,440        37,440
 Equipment lease payments. . . . . . . . . .      175,380       175,380
                                              ------------  ------------
   TOTAL CURRENT LIABILITIES . . . . . . . .    2,634,733     2,903,724
                                              ------------  ------------

LONG TERM DEBT
 Deferred income tax . . . . . . . . . . . .            0     1,137,548
 Equip lease payments. . . . . . . . . . . .      109,003       184,973
                                              ------------  ------------
   TOTAL LONG TERM DEBT. . . . . . . . . . .      109,003     1,322,521
                                              ------------  ------------
   TOTAL LIABILITIES . . . . . . . . . . . .    2,743,736     4,226,245
                                              ------------  ------------

STOCKHOLDERS' EQUITY
 Preferred Stock - 1,000,000 shares $1 Par
 Authorized - 1998 48,813 shares issued,
  1999  42,427 shares issued . . . . . . . .       42,427        48,813
 Common Stock - 20,000,000 authorized
  1998 issued 16,479,587 @ $.01 par. . . . .                    164,796
  1999 issued 4,853,595 @ $.05 par . . . . .      261,529
 Additional Paid in Capital. . . . . . . . .    5,120,625     4,223,351
 Retained Earnings (Deficit) . . . . . . . .   (6,594,702)   (4,725,277)
                                              ------------  ------------
   TOTAL STOCKHOLDERS' EQUITY. . . . . . . .   (1,170,121)     (288,317)
                                              ------------  ------------
  TOTAL LIABILITIES AND STOCKHOLDERS EQUITY.  $ 1,573,615   $ 3,939,928
                                              ------------  ------------
</TABLE>

              THE ACCOMPANYING "NOTES TO FINANCIAL STATEMENTS" ARE
                 AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS

<PAGE>
                       AMERICAN INDEPENDENT NETWORK, INC.
                 Comparative Statement of Operations (Unaudited)
                      For the Three Months Ended March 31,

                                                        1999         1998
                                                    -----------  ------------

REVENUES
  Income  from  network  operations                 $   33,464   $    53,463
                                                    -----------  ------------

COST  AND  EXPENSES:
  Satellite  rental                                     90,000        90,000
  Programming  expenses                                    542           844
  Production  expenses                                  22,456        24,429
  Depreciation                                          19,500        14,520
  Amortization  of  leasehold                              500           300
  Amortization  of  Senior  Channel                     34,484             0
  Rental  Expense  (Net)                                17,168        16,200
  Administrative  expenses                              47,340       126,125
                                                    -----------  ------------
   TOTAL  COST  AND  EXPENSES                          231,990       272,418
                                                    -----------  ------------

NET  (LOSS)  FROM  OPERATIONS                         (198,526)     (218,955)
                                                    -----------  ------------
OTHER  EXPENSES:
  Interest  expense  (net)                              64,275        84,966
  Gain  on  disposal  of  assets                       (15,953)            0
                                                    -----------  ------------
   Total  Other  Expense                                48,322        84,966
                                                    -----------  ------------

(LOSS)  BEFORE  INCOME  TAXES  AND
 EXTRAORDINARY  ITEM                                  (246,848)     (303,921)
INCOME  TAX  BENEFIT  (EXPENSE)                              0             0
                                                    -----------  ------------

NET  (LOSS)BEFORE  EXTRAORDINARY  ITEM                (246,848)     (303,921)

EXTRAORDINARY  ITEM
 Cost  of  Conversion  of  Bridge  Loans
   To  Common  Stock                                    39,624        17,386
                                                    -----------  ------------

NET  (LOSS)                                         $ (286,472)  $  (321,307)
                                                    -----------  ------------

EARNINGS  PER  SHARE  OF  COMMON  STOCK             $    (0.06)  $     (0.02)

WEIGHTED  AVERAGE  SHARES                            4,771,860    16,383,773

              THE ACCOMPANYING "NOTES TO FINANCIAL STATEMENTS" ARE
                 AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS

<PAGE>
<TABLE>
<CAPTION>
                       AMERICAN INDEPENDENT NETWORK, INC.
            Comparative Analysis of Stockholders' Equity (Unaudited)
                    For The Three Months Ended March 31, 1999


                                                                                Additional
                                  Preferred Stock           Common Stock          Paid-in       Note        Retained
                               ---------------------  ------------------------
                                 Shares     Amount        Shares       Amount     Capital    Receivable     Earnings
                               ---------  ----------  -------------  ---------  -----------  ----------  -------------
<S>                            <C>        <C>         <C>            <C>        <C>          <C>         <C>
BALANCE DECEMBER 31, 1996       107,546   $ 107,546     14,045,268   $140,453   $2,513,734   $       0   $ (1,494,741)

Preferred B Shares Issued       175,154     175,154                                963,347
Issue  cost  of  Preferred  B                                                     (547,999)

Conversion  of  Preferred  B
   Shares to Common            (229,273)   (229,273)       458,546      4,585      224,688

Common  Issued  to  Bridge
 Loan Investors                                          1,521,039     15,210      380,260

Conversion of Bridge Loans                                 132,652      1,327      429,791

Sale of Common Stock                                       200,000      2,000       98,000

Sale of Common Stock for
  a Note Receivable                                      1,875,000     18,750      450,000    (468,750)

Net Loss for the Year Ended
  December 31, 1997                                                                                        (2,640,982)
                               ---------  ----------  -------------  ---------  -----------  ----------  -------------
BALANCE DECEMBER 31, 1997        53,427   $  53,427     18,232,715   $182,325   $4,511,821    (468,750)   ($4,135,723)

Preferred Stock Conversions     (11,000)    (11,000)        22,000        220       10,780
Conversion of Bridge Loans                                  72,610        726      233,024
Reverse Sale of Common Stock
  for Note Receivable                                   (1,875,000)   (18,750)    (450,000)    468,750
Common Issued for Financing                              3,400,000     34,000      (34,000)
Adjustment to Reflect Reverse
  Split of Common of 1 for 5                           (15,990,005)
Affiliate Debt Forgiveness                                                         688,726
Net Loss for the Year Ended
  December 31, 1998                                                                                        (2,172,507)
Post Split Bridge Loan
  Conversions                                              378,102     18,905      260,618
                               ---------  ----------  -------------  ---------  -----------  ----------  -------------
BALANCE DECEMBER 31, 1998        42,427   $  42,427      4,375,623   $218,780   $5,073,750   $     -0-    ($6,308,230)


Conversion of Bridge Loans                                  62,500      3,125       46,875

Common Stock Issued Upon
     Conversion of Bridge
Loans and Preferred
Stock to equalize
prior conversions                                          415,472     39,624



Loss for Three Months Ended
  March 31, 1999                                          (286,472)
                                                        -----------
BALANCE MARCH 31, 1999           42,427   $  42,427      4,853,595   $261,529   $5,120,625   $     -0-    ($6,594,702)
</TABLE>

              THE ACCOMPANYING "NOTES TO FINANCIAL STATEMENTS" ARE
                 AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS

<PAGE>
                       AMERICAN INDEPENDENT NETWORK, INC.
                 Comparative Statement of Cash Flow  (Unaudited)
                      For The Three Months Ended March 31,

                                                        1999         1998
                                                    ------------  ----------
CASH  FLOWS  PROVIDED  (USED)
 BY  OPERATING  ACTIVITIES:
  Net  (Loss)                                       $  (286,472)  $(321,307)
  Adjustment  to reconcile net income to net
  cash  from  operating  activities:
   Cost  of  loan  conversion  to  common  stock         39,624      17,386
   Depreciation                                          19,500      14,520
   Amortization  of  leasehold                              500         300
   Trade  credits  receivable                            10,000           0
   Amortization  of  Senior  Channel                     34,484           0
   Accounts  receivable                                  (2,300)          0
   Accounts  payable                                    104,362     (22,407)
   Accrued  interest                                     60,000      57,787
   Advances  from  affiliates                                 0      18,800)
                                                    ------------  ----------
TOTAL  CASH  USED  BY  OPERATING  ACTIVITIES            (20,302)   (234,921)
                                                    ------------  ----------

CASH  FLOWS  FROM  INVESTING  ACTIVITIES:
  Investment  in  equipment                                (360)     (7,124)
  Investment  in  film  library                               0      (3,929)
                                                    ------------  ----------
TOTAL  CASH  FLOW  FROM  INVESTING  ACTIVITIES             (360)    (11,053)
                                                    ------------  ----------

CASH  FLOWS  PROVIDED  BY  FINANCING  ACTIVITIES:
 Notes  payable  increase                                11,450     196,258
 Long  term  lease  decrease                                  0     (31,434)
 Common  stock  increase                                      0         433
 Additional  paid-in  capital  increase                       0     140,317
                                                    ------------  ----------
TOTAL  CASH  PROVIDED  BY  FINANCING  ACTIVITIES         11,450     305,574
                                                    ------------  ----------


Net  Cash  Increase                                      (9,212)     59,600

Cash,  beginning  of  Period                              9,807      34,768
                                                    ------------  ----------

CASH  AT  END  OF  PERIOD                           $       595   $  94,368
                                                    ------------  ----------

              THE ACCOMPANYING "NOTES TO FINANCIAL STATEMENTS" ARE
                 AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS

<PAGE>
                       AMERICAN INDEPENDENT NETWORK, INC.
             Notes To Comparative Financial Statements  (Unaudited)
                             March 31, 1998 and 1997

NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

CASH AND CASH EQUIVALENTS - Consist of cash balances.  Cash and Cash equivalents
consist  of  highly  liquid investments with an original maturity date of ninety
days  or  less.  The  company  does  not  have  any  cash  equivalents.

TRADE  CREDITS  RECEIVABLES  -  The  Company owns trade credits in the amount of
$377,068  at  March  31, 1999 and $417,128 at March 31, 1998.  As defined by the
International  Reciprocal Trade Association, a trade dollar is a unit of account
that  denotes  the  right  to  receive  (receivable) or the obligation to pay (a
payable),  one  US  dollar worth of goods and services within a barter system or
network.  While  all  of  the  trade  credits may be used  by the company at any
time,  the  Company has shown a pattern of using $25,000 to $30,000 worth of the
credits  in  each  of the past two years.  Therefore the Company's trade credits
are  being  classified  as current $30,000 and other assets of $221,990 at March
31, 1999.  The Trade Credits were obtained in 1994 in exchange for an Investment
in  Common  Stock  and  was  valued at the fair value of the asset investment in
common  stock.  The  Company uses the credits primarily for travel expense.  The
Company,  also  exchanged  Trade  Credits  for  computer equipment and Fine Art.
Management  does  not  consider  impairment  under  FAS  121  is  appropriate as
management  intends  to fully utilize the credits and the credits do not have an
expiration  date.  Due  to  the slow rate of usage the Company has established a
valuation  account  of  $125,138.  The  trade group, the Company is a member of,
currently  has  over  twenty  four  hundred  participants.

ACCOUNTS RECEIVABLE - Allowance for doubtful accounts.  The company has accounts
receivable  at  March  31, 1999 of $5,088 owed by regular customers.  Management
deems  this amount to be fully collectible.  No allowances for doubtful accounts
is  necessary.  At  March  31,  1998  the  total  was  $2,250.

PLANT,  PROPERTY  AND  EQUIPMENT  is  recorded  at  cost.

DEPRECIATION - The cost of plant, property and equipment is depreciated over the
estimated  useful  life  of  the  assets  ranging  from  equipment at 5 years to
leasehold  improvements  at 20 years.  Depreciation is on a straight line basis.
Depreciation  and  amortization was $20,250 for the three months ended March 31,
1999  and  $14,520  for  the  three  months  ended  March  31,  1999.

INCOME  TAXES  -  The  Company  accounts  for  income  taxes  under Statement of
Financial  Accounting  Standards  No.  109,  "Accounting for Income Taxes" (SFAS
109).  SFAS 109 is an asset and liability approach that requires the recognition
of  deferred tax assets and liabilities for the expected future tax consequences
of events that have been recognized in the company's financial statements or tax
returns.  In  estimating  future  tax consequences, SFAS 109 generally considers
all  expected  future  events other than enactments of changes in the tax law or
rates.  Income  tax  accounting  information  is  disclosed  in  Note  3  to the
comparative  financial  statements.

<PAGE>
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 amounts reported in the financial statements and
accompanying  notes.  Actual  results  could  differ  from  these  estimates.

OTHER  INVESTMENTS  -  Consist  of  the  following:

                                                     1999        1998
                                                   --------    --------
   Investment  in  stocks                          $      0    $196,455
   Film  Library                                     12,745      11,453
   Investment  in  Senior  Channel                  517,260     689,680
                                                   --------    --------
      Total  Other  Investments                    $530,005    $897,588
                                                   --------    --------


NOTE  2  -  NOTES  PAYABLE

Notes  Payable  at  March  31,  1999  consist  of  the  following  notes;
                          Due                            Accrued
      Creditor            Date    Interest   Principal   Interest
   -----------          --------  --------  ----------  ---------
 Shelley  Media
  Marketing*             9/30/98      10%       97,229      5,100
 Cleveland
  Broadcasting  Co.*     9/30/98      10%        1,132      1,000
 Pacific Acquisition
  Group,  Inc.          12/31/98      11%      250,500     25,050
 Bridge  Loan           10/31/97      15%    1,216,118    302,534
                                            ----------  ---------
      Total                                 $1,564,979  $ 333,684

 Advances  from  Other
 Affiliated  Companies   Demand       10%       31,038      5,295
                                            ----------  ---------
      Total                                 $1,596,017  $ 338,979
                                            ----------  ---------

 *  Affiliated  Companies

Notes  Payable  at  March  31,  1998  consist  of  the  following  notes;
                          Due                            Accrued
      Creditor            Date    Interest   Principal   Interest
   -----------          --------  --------  ----------  ---------
 Shelley  Media
  Marketing*             9/30/98      10%   $   50,650   $  1,266
 Cleveland
  Broadcasting  Co.*     9/30/98      10%       17,933        500
 ATN  Network,  Inc.*    9/30/98      10%      599,914     11,051
 Pacific
  Acquisition  Group    12/31/98      11%      250,500      6,262
 Bridge  Loan           10/31/98      15%    1,411,191    155,443
                                            ----------  ---------
      Total                                  2,330,188    174,522

 Advances  from  Other
 Affiliated  Companies   Demand       10%       28,402      2,795
                                            ----------  ---------
      Total                                 $2,358,590  $ 177,317
                                            ----------  ---------

 *  Affiliated  Companies

<PAGE>
NOTE  3  -  INCOME  TAXES

Deferred  income  tax  liability  consist  of  the  following  components:

                                                          1999         1998
                                                       ---------    ----------
Provision  for  Income  Taxes:
  Current                                                     0             0
  Deferred  Liability                                         0     1,137,548
 Less  Provision  for  Income  Taxes                          0      (475,724)
                                                       ---------    ----------
  Total  Provision  for  Income  Taxes                        0       661,824
                                                       ---------    ----------

The  tax  effects  of  temporary  differences  which
give  rise  to  deferred  income  by  assets  and
liabilities  consist  of  the  following:

Deferred  income  tax  assets:
  Net  operating  loss                                        0       683,201
  Valuation  allowance                                        0      (207,477)
                                                       ---------    ----------
                                                                      475,724
                                                       ---------    ----------
Deferred  income  tax  liabilities
  Installment  sale  method  on  Notes  Payable               0     1,137,548
  Valuation  allowance                                       (0)     (475,724)
                                                       ---------    ----------
  Net  deferred  tax  asset  liability                        0       661,827
                                                       ---------    ----------


The  Company  has  net  operating  losses  (NOLs)  at
December  31,  1998  of  approximately  $4,730,842.
These  NOLs  expire  as  follows:

                                            2010   $   70,912
                                            2011    1,191,269
                                            2012      635,367
                                            2018    2,833,294
                                                   ----------
                                                   $4,730,842
                                                   ----------

The  Company  has  capital  loss  carryover  of  $46,036
which  will  expire  as  follows:

                                            2002   $   14,238
                                            2003       31,798
                                                   ----------
                                                   $   46,036
                                                   ----------

Realization  of  deferred  tax  assets  associated  with  the  NOLs
and  net  capital  loss  carryover  is  dependent  on  generating
sufficient  taxable  income  prior  to  their  expiration.  Due
to  the  uncertainty  of  the  Company=s  ability  to  generate
such  income  with  the  possibility  that  these  carryovers  may
expire  unused,  management  has  established  a  valuation
account  against  them.

<PAGE>
NOTE  4  -  SUPPLEMENTAL  CASH  FLOW  INFORMATION
                                                    1999     1998
                                                  -------  -------
     Cash  used  for:
      Interest                                    $ 4,275  $17,520
      Income  Taxes                               $     0  $     0


NOTE  5  -  DISCLOSURE  ABOUT  FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS

The  following  methods  and assumptions were used to estimate the fair value of
each  class of financial instrument for where it is practicable to estimate that
value:

Notes  Receivable  - The carrying amount approximates fair value because each is
valued  at  estimated  discounted  future  cash  flows.

Long  Term Investments - The fair value of these investments are estimated based
on  quoted  market  prices  for  those  and  similar  investments.

Notes  Payable - The carrying value approximates fair value because of the short
maturity  date  of  these  investments.

The estimated Fair Values of the Company's Financial Instruments are as follows:

                                      1999                    1998
                             ----------------------  ----------------------
                              Carrying      Fair       Carrying     Fair
                               Amount      Value        Amount    Value
                             ----------  ----------  ----------  ----------
 Note  Receivable            $        0  $        0  $1,584,595  $1,584,595
 Long  Term  Investments     $        0  $        0  $  196,455  $  196,455
 Accounts  Payable           $  486,917  $  486,917  $  154,997  $  154,997
 Equipment  Lease  Payments  $  284,383  $  255,945  $  360,353  $  331,125
 Notes  Payable              $1,564,979  $1,564,979  $2,330,188  $2,330,188


NOTE  6  -  LEASE  OBLIGATIONS  AND  LONG  TERM  DEBT  DISCLOSURE

The  Company  is  obligated  on  three  leases.  The  leases  are  as  follows:

     Building - The  Company  utilizes  the spaces as both corporate offices and
studios.  The  lease  is  $6,350  per  month  and  expired  February  28,  2002.

     Equipment - The  Company  has  entered  a  master  equipment lease (digital
compression  equipment)  for  a  period of thirty-six months ending December 31,
1999.  The  lease  has  a  fair  market  value purchase option at the end of the
lease.  Total  lease  obligation is $390,996 and the lease has been treated as a
capital  lease.  In  May  1997,  the Company entered into a lease for additional
digital  equipment  for a period of 36 months with payments of $4,302 per month.
The  lease  period  is  from  June  1,  1997 to May 1, 2000.  The lease has been
capitalized.

<PAGE>
  Satellite  -  The  Company leased satellite transponder space under an initial
operating lease.  The lease is for three years ending July 31, 1999 with a total
lease obligation of $2,250,000.  The Company has modified its lease reducing its
satellite  band  width  from 24 MHZ to 8 MHZ which reduces its future lease cost
from  $1,187,500 to $619,848 under the lease modification.  The Company pays the
new  lease balance at the rate of $30,000 per month during the period January 1,
1998  through  July  31,  1999  when  the  lease  terminates.
Details  of  lease  obligations  are  as  follows:

                   Capitalized  Capitalized   Operating
                    Equipment    Equipment   Transponder  Building
                    Lease  #1    Lease #2       Lease      Lease
                   -----------  -----------  -----------  --------

     1999          $    92,817  $    38,718  $   210,000  $ 57,150


     2000          $    87,493  $    21,510                 76,200


     2001                                                   76,200


     2002                                                   19,050


NOTE  7  -  RELATED  PARTIES

The  Company has engaged in transactions with certain other enterprises that are
affiliated  companies.  These  companies  are  controlled  by the management and
principal  stockholders  of  American  Independent  Network.  The  controlled
companies  transactions  are  as  follows:

                                       1999               1998
                                       Funds              Funds
                             ----------------------------------------
                               Borrowed     Repaid   Borrowed   Repaid
                              ---------    -------  ---------  -------
Cleveland  Broadcasting       $     500    $     0  $       0  $1,222
San  Antonio  Broadcasting    $       0    $     0  $       0  $    0
TV  Channel  22               $       0    $     0  $       0  $1,500
ATN  Network                  $       0    $     0  $       0  $3,028
Shelley  Media  Marketing     $  29,950    $18,000  $       0  $    0


NOTE  8-  PREFERRED  STOCK

Preferred stockholders= may convert one share of preferred stock into two shares
of common.  Preferred stockholders= also receive nine percent interest per annum
in  lieu  of dividends.  Summary of preferred stock transactions are as follows:

<PAGE>
Number  of  Preferred  B  Shares  outstanding at December 31, 1997     53,427
Number  of  Preferred  B  Shares  converted  to  Common  Stock
 in  1998  at  the  rate  of  two  common  for  each  Preferred  B,
 which  would  equal  22,000  shares  of  common  stock               (11,000)
                                                                      --------

Number  of  Preferred  B  Shares  outstanding  at December 31, 1998    42,427
                                                                      --------


NOTE  9  -  SENIOR  CHANNEL

The  Company  acquired  the  Copyright  to  the  Senior  Channel in exchange for
accounts receivable in the amount of $689,680 due to the Company from the owners
of  the  Senior  Channel  Copyright.  The  Senior  Channel  has twenty four hour
programming  per  day.  There  was  no  gain  or  loss  recognized when accounts
receivable  for  the  Senior  Channel  was  converted  into Investment in Senior
Channel.  The  Company=s projections indicate that the cost will be recovered in
four  to five years.  The Company continues to evaluate this asset quarterly and
will  amortize  the  cost  over  five  years.  The amortization during the three
months ended March 31, 1999 was $34,484 and the cumulative amortization at March
31,  1999  was  $172,420.


NOTE  10  -  INVESTMENT  IN  COMMON  STOCK

The  Company  owned  368,100  shares of Quick Tent, Inc. (NASD Small Cap QTNT)at
March  31, 1998.  The Company sold Quick Tent, Inc. stock in 1998 resulting in a
loss of $31,748.  This investment is included in Other Assets at March 31, 1998.


NOTE  11-  FILM  LIBRARY

The  Film  Library consists of approximately 2,000 films and television produced
tapes  at  a  cost  of  $12,745.


NOTE  12  -  BRIDGE  LOAN

In  the quarter ended March 31, 1999, Bridge Loans in the amount of $50,000 were
converted  into 62,500 shares of common stock of the Company at an average price
of  $0.80  per  share.  In  1998  Bridge  Loans  in  the amount of $333,750 were
converted into 450,731 Common Shares at an average price of $0.74 per share.  An
additional  134,602 shares were issued to equalize the conversion price with the
market  price in 1998, and 372,880 shares were issued to equalize the conversion
price  with  the  market  price  in  1999.


NOTE  13  - RECONCILIATION OF CHANGES IN NOTES PAYABLE TO CASH FLOW GENERATED BY
            INCREASE  IN  NOTES  PAYABLE

Notes  Payable  1998                                        $1,603,529
Notes  Payable  1999                                         1,564,979
                                                            -----------
Net  Change                                                    (38,550)

Notes  paid  by  Conversion  to  Common  Stock                  50,000
                                                            -----------
Cash  Flow  generated  by  Note  Payable                    $   11,450
                                                            -----------

<PAGE>
NOTE  14  -  CAPITAL  STOCK

During  1998,  the  Company  declared  a  1  for  5  reverse split in its common
stock.  At  the  time  of  the  reverse  in November 1998, there were 19,987,526
shares  outstanding.  After  adjusting  the  outstanding  shares  for  the 1 for
5  reverse  split,  there  were  3,997,521  shares  outstanding.


NOTE  15  -  STOCK  ISSUED  FOR  FINANCING

The  Company issued 3,400,000 shares (680,000 post-split shares) of common stock
for  no  consideration  for  which  the  Company  was  to receive financing.  As
financing  has not materialized, the Company is in the process of retrieving the
stock.


NOTE  16  -  DEBT  FORGIVENESS  BY  AFFILIATE

An  affiliated  company forgave its debt from American Independent Network, Inc.
in  the  amount  of  $688,734  in  1998.  Pursuant to Accounting Principal Board
Opinion  Number  26, the amount was treated as a contribution to capital.  There
was  no  tax  effect  as  the  Company  has  no  tax  asset  or  liability.


NOTE  17  -  LEGAL  MATTERS

The  Company  has  had  several judgments rendered against it.  One judgment has
resulted  in a receivership in March 1999.  Judgments in place at March 31, 1999
are  as  follows:

<TABLE>
<CAPTION>
                                 Judgment  Entered  For
                                 ----------------------
<S>                                        <C>       <C>
Witner,  P.                                $ 11,921
Hall,  Estill,  Hardwick  &  Gable           29,862
New  Image  Video                            90,000
Tarrant  County  Appraisal  District         18,000  (Since settled and subject to a
payment schedule with a                               balance due of $8,000)
Ira  Weingarten/Equity  Communications       60,000
Showplace  Broadcasting                      56,000  (Since settled with owner of judgment)
                                           --------
                                           $265,783
<FN>
These  amounts  have  been  accounted  for  in  accounts  payable.
</TABLE>

<PAGE>
Item  2.     Management's  Discussion  and  Analysis

Forward  Looking  Statement  and  Information

     This  Management  Discussion  and Analysis contains various forward looking
statements  which  represent  the  Company's  expectations or beliefs concerning
future  events  and  involve  a  number  of  risks and uncertainties.  Important
factors  that  could  cause  actual  results  to  differ  materially  from those
indicated  include  risks  and  uncertainties  relating  to demographic changes;
existing  government  regulations  and changes in, or the failure to comply with
government  regulations;  competition;  the  loss  of any significant numbers of
subscribers  or  viewers;  changes  in  business  strategy or development plans;
technological  developments  and difficulties (including any associated with the
Year  2000);  the ability to attract and retain qualified personnel; significant
indebtedness; the availability and terms of capital to fund the expansion of our
businesses.  The  Company  has  no  obligation to update or revise these forward
looking  statements to reflect the occurrence of future events or circumstances.

General

     The  Company  was  founded  on  December 11, 1992 and provides programming,
media  production and syndication services to television arid cable stations, as
well  as  satellite uplink services to certain cable channels. The Company has a
wholly-owned  subsidiary,  Eureka  Media & Trading, Inc., formed in the State of
Nevada  on  September  6, 1995, which has not commenced operations. In 1998, the
Company  changed  the  name  of  its  subsidiary  to  "Senior  Channel,  Inc."

     The  Company originally broadcast its programs via analog transmission and,
in  1996, had Affiliate Agreements with over 150 Affiliate Stations. However, in
late  1996,  the  Company  converted  from analog to digital transmission and in
connection  with  the  conversion,  was  required  to  provide  digital decoding
equipment  to  each  of its Affiliate Stations. Due to the cost of providing the
decoding  equipment, the Company was not able to furnish the equipment to all of
its  then existing Affiliate Stations. Accordingly, upon conversion, the Company
initially  entered  into  Affiliate  Agreements  with 33 Affiliate Stations. The
Company  has  since entered into Affiliate Agreements to provide family-oriented
television  to  a  network of 25 broadcast television stations and cable systems
nationwide.  The  stations  serviced  by the Company are primarily "independent"
broadcast stations, meaning that they have no affiliation with the major network
organizations  (NBC;  ABC;  CBS;  Fox;  WB  Network; and Paramount). The Company
maintains  a  library of over 2,000 programs covering a wide array of topics and
interests,  and  includes  cartoons,  sports, sitcoms, movies, news and weather,
comedy,  science  and health shows, documentaries, and public interest programs.
The  Company  also  offers  original  programs,  celebrity  golf  tournaments.
professional  boxing,  fishing  expeditions  and  interactive  programming.

<PAGE>
Result  of  Operations:
----------------------

     Revenues.

     For  the  three  months ended March 31, 1999, revenues were $33,464 and for
the  comparable three month period in 1998, revenues were $53,463.  The decrease
in  1999  revenues  was due primarily to a decrease in 1999 in satellite channel
lease  revenues.

     Cost  of  Operations.

     For  the  three  months  ended  March  31, 1999 and March 31, 1998, cost of
operations  were  $112,998  and  $115,273, respectively.  The $2,275 decrease in
cost  of  operations for the three months ended March 31, 1999, is due primarily
to  $1,973  decrease  in  production  expenses.

     General  and  Administrative.

     For  the  three  months  ended  March  31,  1999 general and administrative
expenses were $47,340 and for the three months ended March 31, 1998, general and
administrative  expenses  were  $126,125.  The  $78,785  decrease in general and
administrative  expenses  for  the  three  months  ended  March  31, 1999 is due
primarily  to  decreases  in  labor  of  $36,437,  in  telephone  of  $9,852, in
transportation  of  $24,977,  in  office  supplies of $3,759 and in sales tax of
$3,939.

     Operating  Loss.

     For  the  three months ended March 31, 1999, the Company=s operating losses
were  $198,526  and  for  the comparable period in 1998, the Company=s operating
losses  were $218,955.  The loss before income taxes and extraordinary items for
the  three months ended March 31, 1999 was $246,848 as compared to a loss before
income  taxes  and extraordinary items for the three months ended March 31, 1998
of $303,921.  Net loss for the three months ended March 31, 1999 was $286,472 as
compared  to  a  net loss for the three months ended March 31, 1998 of $321,307.
The  $34,835  decrease in the loss before income taxes and extraordinary item in
1999  is  due  primarily  to  $78,785  decrease  in  general  and administrative
expenses,  $36,644  decrease  in  other expenses being more than the decrease in
revenues  caused  by  the  decrease  in satellite channel lease revenues and the
increase  in  cost  of  conversion  of  bridge  loans  and  preferred  stock.

     Net  Loss.

     For  the three months ended March 31, 1999 and March 31, 1998, net loss per
share  was  $.06  and  $.02,  respectively.

<PAGE>
Liquidity  and  Capital  Resources
----------------------------------

     The  Company  has  financed  its  operations  through  a combination of the
issuance  of  equity  securities to private investors, issuance of private debt,
loans  from  affiliates,  and  cash  flow  from  operations.  The  Company  has
cumulative  losses  of  $6,594,702  from  inception  through  March  31,  1999.

     Current liabilities at March 31, 1999 were $2,634,733, which exceed current
assets of $35,683 by $2,599,050.  Current liabilities at March 31, 1998 exceeded
current  assets  by  $2,077,106.  The  decrease  in  current  assets  in 1999 as
compared to 1998 was primarily the result of the removal of the note receivable.
The  current  liabilities at March 31, 1999 decreased by $268,991 as compared to
March  31, 1998 due primarily to decreases in notes payable and accrued interest
of  $603,547  and  increase  in  accounts  payable  of  $331,920.

     The  Company  has  been  able  to generate funds from private placements to
finance  operations,  however,  in  the  event  the  Company requires additional
capital  investments,  there can be no assurance that a sufficient amount of the
Company's  securities  can be sold to fund the continuing operating needs of the
Company.

     Management  believes  that  anticipated  cash flows from operations will be
sufficient  to  meet  the  Company's  expected  cash needs and to finance future
operations,  however,  in the event that future revenues are not sufficient, the
Company  will  conduct  private  and/or  public offerings of its equity stock or
enter  into  bridge  loan  financing  to  raise  the  necessary  capital.

Impact  of  Inflation
---------------------

     Management  does  not believe that general inflation has had or will have a
material  effect  on  operations.

Year  2000  Issues
------------------

     The Company has conducted a comprehensive review of its computer systems to
identify any business functions that could be affected by the "Year 2000" issue.
As  the  millennium ("Year 2000") approaches, businesses may experience problems
as  the  result  of computer programs being written using two digits rather than
four  to  define the applicable year.  The Company has conducted a comprehensive
review of its computer systems to identify those areas that could be affected by
the  "Year  2000" issue.  Any of the Company's programs that have time-sensitive
software  may  recognize a date using "00" as the year 1900 rather than the year
2000.  If  not  corrected,  this  could result in extensive miscalculations or a
major  system  failure.

     The  Company  relies  on industry standard software.  Certain manufacturers
have  already  provided  the Company with upgraded software to address the "Year
2000"  issue  and the Company believes that its remaining software manufacturers
will  modify  their  programs  accordingly.  In  the  event  the  remaining
manufacturers  do  not upgrade their software packages, the Company will replace
such  software  with  programs  that address the "Year 2000" issue.  The Company
believes that by modifying existing software and converting to new software, the
"Year  2000"  issue  will  not  pose significant operational problems and is not
anticipated  to require additional expenditures that would materially impact its
financial  position  or  results  of  operations  in  any  given  year.

<PAGE>
                                     PART II
                                OTHER INFORMATION

Item  2.  Changes  in  Securities

     During  the  quarter  ended March 31, 1999, one person who as a bridge loan
creditor converted its debt into a total of 62,500 shares of common stock of the
Company.  As  a  result  of  this transaction, approximately $50,000 of debt was
extinguished.  These  conversions  were effected by the Company in reliance upon
exemptions  from  registration  under the Securities Act of 1933 as amended (the
"Act")  as  provided  in  Section 4(2) and thereof.  Each certificate issued for
unregistered  securities contained a legend stating that the securities have not
been  registered  under  the  Act  and  setting  forth  the  restrictions on the
transferability  and the sale of the securities. No underwriter participated in,
nor did the Company pay any commissions or fees to any underwriter in connection
with  any  of  these  transactions.  None  of the transactions involved a public
offering.  These conversions were the result of negotiations between the Company
and  the  creditors  and  the  holders.  The  Company  believes that each of the
persons  had  knowledge  and  experience in financial and business matters which
allowed them to evaluate the merits and risk of the purchase of these securities
of  the  Company.  The  Company  believes  that  each  of  these  persons  were
knowledgeable  about  the  Company's  operations  and  financial  condition.

     In  April,  1999,  the  Company  issued  500,000  shares of common stock to
Richard  Halden  as  compensation  as  an employee of the Company.   The Company
believes he had knowledge and experience in financial and business matters which
allowed  him  to evaluate the merits and risk of the receipt of these securities
of  the  Company.  Mr.  Halden  is the operations manager of the Company in such
capacity  he was were knowledgeable about the Company's operations and financial
condition.

     In  April,  1999, the Company issued 500,000 shares of common stock to Fred
Hoelke, who provided professional services to the Company.  The Company believes
he  had knowledge and experience in financial and business matters which allowed
him  to  evaluate  the merits and risk of the receipt of these securities of the
Company.  Mr.  Hoelke  provided professional services to the Company and in such
capacity  he  was  knowledgeable  about  the  Company's operations and financial
condition.

     In  April,  1999,  the  Company  issued  150,000  shares of common stock to
Jonathan  Moseley, the son of Randy Moseley.  As a result of a matter decided in
binding arbitration, the Company had been a judgment debtor in a judgment styled
as  Showplace Video v. American Independent Network, Inc., No. 98-2154-E, County
Court  At  Law No. 5, Dallas County, Texas.  In 1998, Alan Luckett purchased the
judgment  and  released it in exchange for 500,000 shares of common stock of the
Company,  and for access to the digital uplink equipment of the Company, certain
bandwidth  of  the  satellite  transponder  the Company leases, and the right of
first  refusal  on  the Company's transponder rights and equipment leases in the
event  that  the Company ceases operations.  Also in connection with the release
of  judgment  by  Alan  Luckett, Randy Moseley agreed to turnover 728,748 shares
which  he  owned  to  the  Company for cancellation in 1999, and, Don Shelton, a
former director and executive officer of the Company, agreed to turnover 669,618
shares  which  he  owned  to  the  Company for cancellation in 1999.  Further in
connection  with  the  release  of judgment, the Company agreed to issue 150,000
shares  of  common  stock  of the Company to Jonathan Moseley,  the son of Randy
Moseley.  The  Company  believes that Jonathan Moseley was being advised in this
matter  by his father, Randy Moseley and that he had knowledge and experience in
financial and business matters which allowed him to evaluate the merits and risk
of the receipt of these securities of the Company and he was knowledgeable about
the  Company's  operations  and  financial  condition.

<PAGE>
     In  July, 1999, the Company entered into an agreement with Field of Cotton,
L.P. whereby Field of Cotton, L.P. purchased 6,500,000 shares of common stock of
the Company for a total consideration of $4,250,000, in the form of a promissory
note  in the principal amount of $4,022,600, and $227,400 in cash in the form of
funds previously provided to the Company by Field of Cotton, L.P. in 1999.  As a
result  of  this  agreement,  Field of Cotton, L.P. now owns 48.9% of the common
stock  of  the  Company.  Of  these 6,500,000 shares, Field of Cotton, L.P. owns
1,000,000  shares  outright  free and clear, and the remaining 5,500,000 million
shares  are subject to an escrow agreement and a  security interest agreement in
favor of the Company.  The terms of the promissory note are that 11 payments are
due  commencing  September  1, 1999 in the amount of $100,000 per payment, and a
balloon  payment  in  the  amount of $3,190,213 is due September 1, 2000 for the
remaining principal balance.   The promissory note bears interest at the rate of
8%  per  annum  in arrears.  For each $100,000 payment that Field of Cotton L.P.
makes  to  the  Company,  200,000  shares  are  released from escrow to Field of
Cotton,  L.P.  and are no longer subject to the security agreement.  The Company
believes  that  Field  of Cotton, L.P. had knowledge and experience in financial
and  business  matters  which  allowed it to evaluate the merits and risk of the
purchase of these securities of the Company.  The Company believes that Field of
Cotton,  L.P.  had  knowledgeable  about  the Company's operations and financial
condition.  This  transaction  was  effected  by  the  Company  in reliance upon
exemptions  from  registration  under the Securities Act of 1933 as amended (the
"Act")  as  provided  in  Section 4(2) and thereof.  Each certificate issued for
unregistered  securities contained a legend stating that the securities have not
been  registered  under  the  Act  and  setting  forth  the  restrictions on the
transferability  and the sale of the securities. No underwriter participated in,
nor did the Company pay any commissions or fees to any underwriter in connection
with  any  of  these  transactions.  This  transaction  did not involve a public
offering.

ITEM  6.     EXHIBITS  AND  REPORTS  ON  FORM  8-K.

(a)
            Exhibit  Number     Title  of  Exhibit
            ---------------     ------------------

                 27.1           Financial  Data  Schedule

(b)     The  Company  did  not  file  any Current Reports on Form 8-K during the
        fiscal  quarter  ended  March  31,  1999.

<PAGE>
                                   SIGNATURES
                                   ----------

     In  accordance  with  the  requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                             American Independent Network, Inc.

July  26,  1999                              /s/  Randy  Moseley
                                             ------------------------------
                                             Randy  Moseley
                                             Director,  President
                                             and  Chief  Financial  Officer

<PAGE>