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 JUNE 30, 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 [X]    No [ ]

     State  the  number of shares outstanding of each of the issuer's classes of
common  equity, as of the latest practicable date.  As of August 13, 1999, there
were  approximately  15,418,093  shares of the Company's Common Stock issued and
outstanding.

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

<PAGE>
                                     PART I

                              FINANCIAL INFORMATION

ITEM  1.     FINANCIAL  STATEMENTS.

     Balance  Sheet  at  June  30, 1999 (Unaudited) and June 30, 1998 Unaudited)

     Statement  of  Operations  (Unaudited)  for  the  Six  Months
     ended  June  30,  1999  and  1998

     Statement  of Cash Flows (Unaudited) for the Six Months ended June 30, 1999
     and  1998

     Notes  to  Comparative  Financial  Statements  (Unaudited)

                                        1
<PAGE>
<TABLE>
<CAPTION>

              AMERICAN  INDEPENDENT  NETWORK,  INC.
             Comparative  Balance  Sheet  (Unaudited)
                            June  30,

                        Assets
                                                 1999          1998
                                             ------------  ------------
<S>                                          <C>           <C>
Current Assets
 Cash and cash equivalents                    $       845    $  4,543
 Accounts receivable                               18,088       4,743
 Trade credits receivable                          30,000      30,000
 Note receivable, net of
   doubtful account of $700,000                         0     700,000
                                             ------------  ------------
   Total Current Assets                            48,933     739,286
                                             ------------  ------------

Plant, Property and Equipment
 Leasehold improvements                            22,851      22,851
 Equipment and furnishings                        134,642     130,317
 Digital compression equipment                    845,452     844,719
                                             ------------  ------------
                                                1,002,945     997,887
 Accumulated depreciation                        (233,008)   (141,622)
                                             ------------  ------------
  Total Plant, Property and Equipment             769,937     856,265
                                             ------------  ------------

Other Assets
Deferred tax benefits                                   0           0
Trade credits receivable, net of
  allowance of $125,138                           211,990     241,990
Other investments                                 495,521     737,485
Note receivable, net of doubtful
  account of $884,595                                   0     884,595
                                             ------------  ------------
 Total Other Assets                               707,511   1,864,070
                                             ------------  ------------
       Total Assets                           $ 1,526,381  $3,459,621
                                             ------------  ------------
</TABLE>

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

                                        2
<PAGE>
<TABLE>
<CAPTION>
                       AMERICAN INDEPENDENT NETWORK, INC.
                     Comparative Balance Sheet  (Unaudited)
                                    June 30,

                                                   1999       1998
                                              -----------  -----------
<S>                                           <C>          <C>
       Liabilities and Stockholders' Equity

Current Liabilities
 Accounts payable                             $   436,917   $ 264,163
 Notes payable                                  1,564,979   2,194,740
 Accrued interest - notes                         403,254     255,349
 Advances from affiliates                          31,038      27,903
 Interest due preferred shareholders               37,440      37,440
 Equipment lease payments                         175,380     175,380
                                              -----------  -----------
    Total Current Liabilities                   2,649,008   2,954,975
                                              -----------  -----------
Long Term Debt
 Deferred income tax                                    0     661,824
 Equip lease payments                              79,003     153,444
                                              -----------  -----------
       Total Long term debt                        79,003     815,268
                                              -----------  -----------
       Total Liabilities                        2,743,736   3,770,243
                                              -----------  -----------

Stockholders' Equity
 Preferred Stock - 1,000,000 shares $1 Par
   Authorized - 1998 42,427 shares issued,
   1999  42,427 shares issued                      42,427      42,427
 Common Stock - 20,000,000 authorized
   1998 issued 18,465,199 @ $.01 par                          184,650
   1999 issued 6,105,229 @ $.05 par               305,261
 Additional Paid in Capital                     5,338,743   4,788,714
 Retained Earnings (Deficit)                   (6,888,061) (4,857,663)
 Note Receivable                                        0    (468,750)
                                              -----------  -----------
       Total Stockholders' Equity              (1,201,630)   (310,622)
                                              -----------  -----------
  Total Liabilities and Stockholders Equity    $1,526,381  $3,459,621
                                              -----------  -----------
</TABLE>

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

                                        3
<PAGE>
<TABLE>
<CAPTION>
                     AMERICAN INDEPENDENT NETWORK, INC.
               Comparative Statement of Operations (Unaudited)
                      For the Six Months Ended June 30,

                                                    1999       1998
                                                 ----------  ----------
<S>                                              <C>         <C>
Revenues
  Income from network operations                 $ 73,464    $130,385
                                                 ----------  ----------
Cost and Expenses:
  Satellite rental                                180,000     180,000
  Programming expenses                                542       1,926
  Production expenses                              67,456      52,144
  Depreciation                                     39,000      27,240
  Amortization of leasehold                         1,000       2,400
  Amortization of Senior Channel                   68,968      68,968
  Rental Expense (Net)                             36,068      32,400
  Administrative expenses                          95,740     267,207
                                                 ----------  ----------
   Total Cost and Expenses                        488,774     632,285
                                                 ----------  ----------

Net (Loss) from operations                       (415,310)   (501,900)
Other Expenses:
  Interest expense (net)                          140,850     185,572
  Gain on disposal of assets                      (15,953)          0
                                                 ----------  ----------
   Total Other Expense                            124,897     185,572
                                                 ----------  ----------
(Loss) Before Income Taxes and
 Extraordinary Item                              (540,207)   (687,472)
Income tax benefit (expense)                            0           0
                                                 ----------  ----------
Net (Loss)Before Extraordinary Item             ( 540,207)   (687,472)

Extraordinary Item
 Cost of Conversion of Bridge Loans
   To Common Stock                                 39,624      34,468
                                                 ----------  ----------
Net (Loss)                                      $(579,831)  $(721,940)
                                                 ----------  ----------
Earnings Per Share of Common Stock              $   (0.11)  $   (0.04)

Weighted Average Shares                         5,438,860  18,344,782
</TABLE>

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

                                        4
<PAGE>
<TABLE>
<CAPTION>
                       AMERICAN INDEPENDENT NETWORK, INC.
            Comparative Analysis of Stockholders' Equity (Unaudited)
                     For The Six Months Ended June 30, 1999


                               Preferred Stock       Common Stock       Additional
                              -----------------  --------------------    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    20,774      18,850
Common stock transactions
 relating to settlement of
 receivership:
   Issued                                        1,650,000    82,500
   Canceled                                     (1,398,366)  (69,918)    (12,582)
Common stock purchase agreement
 with Field of Cotton, L.P.                      1,000,000    50,000     211,850
Loss for Six Months Ended
 June 30, 1999
                                                                                                ( 579,831)
                             ------------------------------------------------------------------------------
Balance June 30, 1999           42,427  $42,427   6,105,229  $305,261  $5,338,743  $    -0-   ($6,888,061)
</TABLE>

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

                                        5
<PAGE>
<TABLE>
<CAPTION>
                       AMERICAN INDEPENDENT NETWORK, INC.
                 Comparative Statement of Cash Flow  (Unaudited)
                        For The Six Months Ended June 30,


                                                    1999       1998
                                               -----------  ----------
<S>                                            <C>          <C>
Cash Flows Provided (used)
 by Operating Activities:
  Net (Loss)                                   $( 579,831)  $(721,940)
  Adjustment to reconcile net income to net
  cash from operating activities:
   Cost of loan conversion to common stock         39,624      34,468
   Depreciation                                    39,000      27,240
   Amortization of leasehold                        1,000       2,400
   Trade credits receivable                        20,000      20,000
   Amortization of Senior Channel                  68,968      68,968
   Accounts receivable                            (15,300)    ( 2,493)
   Investment in common stocks                          0      91,525
   Accounts payable                                54,362      86,759
   Accrued interest                               124,275     135,819
   Advances from affiliates                             0      18,301
                                               -----------  ----------
Total Cash used by Operating Activities          (247,902)   (238,953)
                                               -----------  ----------
Cash Flows from Investing Activities:
  Investment in equipment                         ( 4,360)    (18,549)
  Investment in film library                            0     ( 4,320)
                                               -----------  ----------
Total Cash Flow from Investing Activities         ( 4,360)    (22,869)
                                               -----------  ----------

Cash Flows Provided by Financing Activities:
 Notes payable increase                            11,450     294,560
 Long term lease decrease                         (30,000)   ( 62,963)
 Common stock increase                             50,000           0
 Additional paid-in capital increase              211,850           0
                                               -----------  ----------
Total Cash provided by Financing Activities       243,300     231,597
                                               -----------  ----------

Net Cash Increase                                 ( 8,962)    (30,225)

Cash, beginning of Period                           9,807      34,768
                                               -----------  ----------
Cash at End of Period                            $    845    $  4,543
                                               -----------  ----------
</TABLE>

              The Accompanying "Notes to Financial Statements" Are
                 An Integral Part of These Financial Statements

                                        6
<PAGE>
                       AMERICAN INDEPENDENT NETWORK, INC.
             Notes To Comparative Financial Statements  (Unaudited)
                             June 30, 1999 and 1998

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
$367,128  at  June  30,  1999  and $397,128 at June 30, 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 $211,990 at June 30,
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  June  30, 1999 of $18,088 owed by regular customers.  Management
deems  this amount to be fully collectible.  No allowances for doubtful accounts
is  necessary.  At  June  30,  1998  the  total  was  $4,743.

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.

                                        7
<PAGE>
Depreciation and amortization was $40,000 for the six months ended June 30, 1999
and  $29,640  for  the  six  months  ended  June  31,  1998.

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.

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    $104,930
   Film  Library                        12,745      11,843
   Investment  in Senior Channel       482,776     620,712
                                       -------     --------
      Total Other Investments         $495,521     $737,485
                                       -------      -------

NOTE  2  -  NOTES  PAYABLE

Notes  Payable  at  June  30,  1999  consist  of  the  following  notes;

<TABLE>
<CAPTION>
                                      Due                          Accrued
      Creditor                        Date     Interest     Principal  Interest
----------------------------------  --------  -----------  ----------  --------
<S>                                 <C>       <C>          <C>         <C>
 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    31,925
 Bridge Loan                         10/31/97         15%   1,216,118   357,434
                                                            ----------  --------
      Total                                                $1,564,979  $ 397,959

 Advances from Other
 Affiliated Companies                  Demand         10%      31,038     5,295
                                                            ----------  --------
      Total                                             $1,596,017   $  403,254
                                                            ----------  --------
<FN>
 * Affiliated Companies
</TABLE>

Notes Payable at June 30, 1998 consist of the following notes;

                                        8
<PAGE>
<TABLE>
<CAPTION>
                         Due                         Accrued
      Creditor           Date     Interest    Principal   Interest
---------------------  --------  -----------  ----------  ---------
<S>                    <C>       <C>          <C>         <C>
 Shelley Media
  Marketing*            9/30/98          10%  $   50,650  $   2,532
 Cleveland
  Broadcasting Co.*     9/30/98          10%      157014      1,000
 ATN Network, Inc.*     9/30/98          10%     571,450     27,550
 Pacific
  Acquisition Group    12/31/98          11%     250,500     12,525
 Bridge Loan           10/31/98          15%   1,307,126    211,742
                                              ----------  ---------
      Total                       2,194,740      255,349

 Advances from Other
 Affiliated Companies  Demand            10%      27,903          0
                                             -----------  ---------
      Total                                 $2,222,643   $  255,349
                                            -----------  ----------
<FN>
 *  Affiliated  Companies
</TABLE>

 NOTE  3  -  INCOME  TAXES

Deferred  income  tax  liability  consist  of  the  following  components:

<TABLE>
<CAPTION>
                                    1999     1998
                                    ----  ----------
Provision for Income Taxes:
<S>                                 <C>   <C>
  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
                                    ----  ----------
</TABLE>

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

                                        9
<PAGE>
<TABLE>
<CAPTION>
                                       1999         1998
                                    -----------  ----------
<S>                                 <C>          <C>
Deferred income tax assets:
  Net operating loss                         0     683,201
  Valuation allowance                        0    (207,477)
                                    -----------  ----------
                                             0     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
                                    -----------  ----------
</TABLE>

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.

                                       10
<PAGE>
NOTE  4  -  SUPPLEMENTAL  CASH  FLOW  INFORMATION

                                                     1999       1998
                                                   --------  ---------
     Cash  used  for:
      Interest                                     $16,575    $ 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:

<TABLE>
<CAPTION>
                                  1999                    1998
                        ----------------------  -----------------------
                          Carrying     Fair       Carrying     Fair
                           Amount     Value       Amount      Value
                        ----------  ----------  ----------  -----------
<S>                     <C>         <C>         <C>         <C>
Note Receivable         $        0  $        0  $1,584,595  $1,584,595
Long Term
   Investments          $        0  $        0  $  104,930  $  104,930
Accounts Payable        $  436,917  $  436,917  $  264,163  $  264,163
Equipment Lease
   Payments             $  254,383  $  225,945  $  360,353  $  324,318
Notes Payable           $1,564,979  $1,564,979  $2,194,740  $2,194,740
</TABLE>

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

                                       11
<PAGE>
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.

  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            $119,380       $54,530       $ 30,000          $38,100
    2000            $ 18,706       $21,510                          76,200
    2001            $ 18,706                                        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   $  8,156
San  Antonio  Broadcasting  $     0     $       0    $      0   $  3,700
TV Channel 22               $     0     $       0    $ 22,500   $      0
ATN  Network                $     0     $       0    $334,500   $168,826
Shelley  Media  Marketing   $29,950     $  18,000    $      0   $    450

                                       12
<PAGE>
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:

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 Six months
ended June 30, 1999 was $68,968 and the cumulative amortization at June 30, 1999
was  $206,904.


NOTE  10  -  INVESTMENT  IN  COMMON  STOCK

The  Company  owned  193,100  shares of Quick Tent, Inc. (NASD Small Cap QTNT)at
June  30,  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 June 30, 1998
at  a  value  of  $104,930.

                                       13
<PAGE>
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
                                          -----------


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.

                                       14
<PAGE>
NOTE  17  -  LEGAL  MATTERS

The Company has had several judgments rendered against it. Judgments in place at
June  30,  1999  are  as  follows:

                           Judgment  Entered  For
                           ----------------------

Witner,  Poltraock,  Giampietro            11,921
Hall,  Estill,  Hardwick  &  Gable         29,862
New  Image  Video                          90,000
Ira  Weingarten/Equity  Communications     60,000
                                         ---------
                                         $191,783
                                         ---------

These  amounts  have  been  accounted  for  in  accounts  payable.

                                       15
<PAGE>
ITEM  2.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS.

     The  following  discussion  should  be  read  in  conjunction with American
Independent  Network, Inc.'s  (the "Company's") financial statements and related
notes  included  elsewhere  in  this  Report.

Information  Regarding  and  Factors  Affecting  Forward-looking  Statements

     The  Company  is  including the following cautionary statement in this Form
10-QSB to make applicable and take advantage of the safe harbor provision of the
Private  Securities  Litigation  Reform  Act  of  1995  for  any forward-looking
statements  made  by,  or  on behalf of, the Company. Forward-looking statements
include  statements  concerning  plans,  objectives,  goals,  strategies, future
events  or performance and underlying assumptions and other statements which are
other  than  statements  of  historical  facts.  Certain statements in this Form
10-QSB  are  forward-looking  statements.  Words  such  as  "expects",
"anticipates","estimates"  and  similar  expressions  are  intended  to identify
forward-looking  statements.  Such  statements  are  subject  to  risks  and
uncertainties  that  could  cause actual results to differ materially from those
projected.  Such  risks  and  uncertainties  are  set forth below. The Company's
expectations,  beliefs  and  projections  are  expressed  in  good faith and are
believed  by  the  Company  to  have  a  reasonable  basis,  including  without
limitation,  management's  examination  of  historical  operating  trends,  data
contained  in the Company's records and other data available from third parties,
but  there  can  be  no  assurance  that  management's  expectation,  beliefs or
projections  will  result, be achieved, or be accomplished. In addition to other
factors  and  matters  discussed  elsewhere  herein, the following are important
factors  that,  in the view of the Company, could cause material adverse affects
on  the  Company's  financial  condition and results of operations:  demographic
changes;  existing  government  regulations  and  changes  in, or the failure to
comply  with  government  regulations;   the  loss of any significant numbers of
subscribers  or  viewers;  changes  in  business  strategy or development plans;
technological  developments  or  obsolescence,  and  difficulties (including any
associated  with  the  Year  2000);  the ability to attract and retain qualified
personnel;  significant  indebtedness of the Company; the ability of the Company
to  obtain  acceptable forms and amounts of financing for current operations and
expansion;  the  demand  for,  and  price  level  of,  the  Company's  services;
competitive  factors;  evolving industry and technology standards; dependence on
key  personnel.  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

                                       16
<PAGE>
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 35 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.

Result  of  Operations--Six  Months  Ended  June  30,  1999  and  1998

     Revenues

     For  the  six months ended June 30, 1999, revenues were $73,464 and for the
comparable  six  month  period in 1998, revenues were $130,385.  The decrease in
1999 revenues was due primarily to a decrease in 1999 in satellite channel lease
revenues.

     Cost  of  Operations

     For  the  six  months  ended  June  30,  1999  and  June  30, 1998, cost of
operations  were  $393,034  and $365,078, respectively.  The increase in cost of
operations  for  the  six  months  ended  June  30, 1999, is due primarily to an
increase  in  production  expenses  and  depreciation  and  amortization.

     General  and  Administrative

     For  the six months ended June 30, 1999 general and administrative expenses
were  $95,740  and  for  the  six  months  ended  June  30,  1998,  general  and
administrative  expenses  were  $267,207.  The  decrease  in  general  and
administrative  expenses for the six months ended June 30, 1999 is due primarily
to  decreases  in  legal  expenses,  labor,  telephone,  transportation,  office
supplies  and  sales  tax.

     Operating  Loss

     For the six months ended June 30, 1999, the Company's operating losses were
$415,310  and  for the comparable period in 1998, the Company's operating losses
were $501,900.  The loss before income taxes and extraordinary items for the six
months  ended  June  30,  1999  was $540,207 as compared to a loss before income
taxes  and  extraordinary  items  for  the  six  months  ended  June 30, 1998 of
$687,472.  Net  loss  for  the  six  months  ended June 30, 1999 was $579,831 as

                                       17
<PAGE>
compared  to a net loss for the six months ended June 30, 1998 of $721,940.  The
decrease  in  the loss before income taxes and extraordinary item in 1999 is due
primarily  to  a decrease in general and administrative expenses and a  decrease
in  other  expenses  being  more  than  the  decrease in revenues (caused by the
decrease  in  satellite channel lease revenues).   There was also an increase in
cost  of  conversion  of  bridge  loans  and  preferred  stock.

     Net  Loss

     For  the  six  months  ended June 30, 1999 and March 31, 1998, net loss per
share  was  $.11  and  $.04,  respectively.

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  $6,888,061  from  inception  through  June  30,  1999.

     Current  liabilities  at June 30, 1999 were $2,649,008 which exceed current
assets  of $48,933 by $2,600,075.  Current liabilities at June 30, 1998 exceeded
current  assets  by  $2,215,689.  The  decrease  in current assets in the second
quarter  of 1999 compared to the second quarter of 1998 was primarily the result
of the removal of the note receivable.  The current liabilities at June 30, 1999
decreased compared to June 30, 1998 due primarily to decreases in notes payable.

     Management  believes  that cash flow from operations will not be sufficient
to meet the Company's immediate cash needs and to finance future operations.  In
the past, the Company has been able to generate funds from private placements of
debt  and equity  securities  to  finance  operations.  Presently,  the  company
requires  additional capital  investment  in order  to  sustain it's operations,
and it is engaged in discussion with a media company for this  purpose. However,
there  can  be  no  assurance that the Company will  be  successful in obtaining
the necessary operating capital. See, Part II Item 5 -  Other Information below.

Impact  of  Inflation

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

Year  2000  Issues  and  Y2K

     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 or Y2K") 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

                                       18
<PAGE>
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.

     The  Company is presently assessing its Year 2000 compliance status and the
status  of its hardware and service providers and its network affiliates.  Based
on  these  assessments,  management  believes that significant exposure does not
exist  with  respect  to  known  third  parties.
However,  since  the Company's revenues are materially dependent on each network
affiliate being able to use their own technology systems to broadcast, there can
be  no  assurance  that  the Company will escape the consequences of a Year 2000
compliance  deficiency.

     Year  2000  Contingency  Plans.  In  the event that the Company's computers
ultimately  are shown not to be Y2K compliant, the Company will seek to make its
software  compliant.


                                     PART II

                                OTHER INFORMATION

ITEM  2.     CHANGES  IN  SECURITIES.

     The  following unregistered share issuances were effectuated 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).  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  issuances  were the result of negotiations between the Company
and  the  shareholders.

     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  knowledgeable  about  the  Company's operations and financial
condition.

                                       19
<PAGE>
     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.  Randy Moseley is a Director and
Officer of the Company.  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.

     On  July  29,  1999,  the  Company  effectuated  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
eleven  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.  was  knowledgeable about the Company's
operations  and  financial  condition.  Each certificate issued for unregistered

                                       20
<PAGE>
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.  Subsequently,  on  August  20,  1999, Field of Cotton, L.P. announced
that  it  would  not  be  able  to provide the financing.  The 5,500,000 million
shares  will  be  canceled.

     In  August,  1999,  the  Company  issued 600,000 shares to Randy Moseley in
consideration  of  debt  forgiven  in  1998  (of  approximately  $600,000),  for
introducing  the  Company  to  investors and  assisting the Company in obtaining
financing.  Mr.  Moseley  is  Director  and  Officer of the Company. The Company
believes that Mr. Moseley 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.  The  Company believes that Mr. Moseley was
knowledgeable  about  the  Company's  operations  and  financial  conditionEach
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  5.     OTHER  INFORMATION.

     On  July  29,  1999,  the  Company  effectuated  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
eleven  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  General  Partner  of  Field  of Cotton L.P. is Kris Lamans.  In
August,  1999,  shortly  after  this  transaction, Mr. Lamans was appointed as a
Director of the Company, and Walter Morgan was appointed as the President of the
Company.  Randy  Moseley  continues to be a Director and Chief Financial Officer
of  the  Company.

     Subsequently,  on  August 20, 1999, Field of Cotton, L.P. announced that it
would  not  be  able  to  provide  the financing set forth in the stock purchase
agreement.  Kris  Lamans  then  resigned  as  a  Director  of  the Company.  The
5,500,000  million  shares will be canceled.  Mr. Morgan was then appointed as a
Director.  The  Company  and Field of Cotton, L.P. also agreed in principal that

                                       21
<PAGE>
Field  of  Cotton, L.P. would have the right to air programming on the Company's
network  under  certain conditions during the next three years, with one-half of
the  Company's  advertising  time  being  given  to Field of Cotton, L.P.    The
agreement  in  principal further provides that 275,000 shares of common stock of
the  Company  be  issued  to  Kris Lamans as compensation for his efforts on the
Company's behalf from April through August, 1999, and that Mr. Lamans be granted
an  option  to  purchase  up to 275,000 shares at an exercise price of $1.50 per
share  expiring  on  the  earlier of August 20, 2001 or six months after the bid
price of the stock is $1.50 or greater.   This agreement in principal is subject
to  a  definitive  agreement.

Biography  of  Kris  Lamans

     Kris  Lamans,  age  61,  was  appointed as the Chairman and Director of the
Company in August, 1999.   Mr. Lamans is the general partner of Field of Cotton,
L.P.,  which  owns approximately 48% of the Company.   From 1980 until 1985, Mr.
Lamans  was the Executive Producer for Lichen Production, Inc., a motion picture
production company.  From 1985 until 1994, Mr. Lamans was the Executive Producer
of  Tallman  Productions  Company.

     From  1994  through the present, Mr. Lamans has been the General Partner of
Field  of  Cotton,  Limited  Partnership  in  Canyon  Country, California, which
provides  financing,  development,  production,  marketing  and distribution for
motion  pictures,  television,  video  and  recording  projects.

     Mr.  Lamans  has  acted in a leading role in the films "One of the Missing"
and  "The Evil", and in a supporting role in the film "Melinda."  Mr. Lamans has
acted  in  leading  roles  in  stage productions of Plaza Suite, Barefoot in the
Park,  Raisin  in  the Sun, The Rainmaker, Tea and Sympathy, The Amen Corner, No
Exit,  and  the  Glass Menagerie.  Mr. Lamans is a member of the Broadcast Music
Company,  the  Screen Actor's Guild (SAG), the American Federation of Television
and  Radio  Artists  (AFTRA),  The  National Teacher's Association, the National
Entertainment  Conference and Omega PSI PHI Fraternity.  Mr. Lamans holds a B.S.
Degree  (1962)  from  Grambling  University,  a Teacher Certification (1966) and
Motion Picture, Television and Video Certification (1969) from Lamar University.

Biography  of  Walter  Morgan

     Walter Morgan, age 36, was appointed as CEO and President of the Company in
August,  1999.  From 1991 until 1996, Mr. Morgan was an entertainment agent with
The  Agency,  representing  television and film creative talent, such as actors,
directors,  writers  and  producers.  From  1996  until 1999, Mr. Morgan was the
owner  of  Global  Entertainment  Management,  where he was a talent manager and
producer  for film and television.  Mr. Morgan also has been a film producer for
Interlight  Pictures  and  Film  Roman,  where  he  developed, packaged and sold
entertainment  media  properties for film and television production.  Mr. Morgan
has  also managed product licensing and product tie-ins for international retail
distribution.  Mr.  Morgan holds a B.A. Degree (1985) from Princeton University,
and  an  M.B.A.  (1989)  from  Harvard  University.

Transaction  with  Hispano  Television  Ventures,  Inc.

                                       22
<PAGE>
     In  August, 1999, the Company entered into an Asset Transfer Agreement (the
"HTV  Agreement")  with  Hispano  Television  Ventures, Inc. ("HTV") whereby HTV
agreed  to  pay  certain  obligations  of  the Company totaling $82,500, and the
Company  agreed  to repay this amount to HTV on or before August 20, 1999 and to
give  HTV  eight  months  of  free use of the satellite uplink equipment and the
satellite  transponder,  both  of  which  the Company leases from third parties.

     The  HTV  Agreement provides that if the Company does not meet the terms of
the  HTV  Agreement,  then  the Company is obligated to immediately transfer and
assign (the "Asset Transfer") to HTV: (i) the leases to the uplink equipment and
the  satellite  transponder;  and,  (ii)  the  Company's  FCC  Radio  Station
Authorization (the "Earth Station License"), which was granted to the Company in
1997.  The  Earth  Station License authorizes the Company to build and operate a
domestic  fixed  transmit/receive  C-band  earth  station  uplink system on  the
Company's  premises.  The  Earth  Station  License  expires in July,  2007.  The
Company  has  not  yet  built  the  earth  station  uplink  system.

     The  HTV  Agreement provides that if the Asset Transfer is effectuated, HTV
would  allow  the Company to use the transferred assets for a fee of $22,500 per
month,  with  one month of free usage, and the Company would be able to continue
providing  its  programming  to  its  network  affiliates.

      The  leases to the uplink equipment and the satellite transponder, and the
Earth  Station  License  are  material  and  major  assets  of  the  Company.

     At  August  23,  1999,  the  Company  has  not repaid HTV and therefore the
Company  is  in  default.  The  Company  and HTV are presently renegotiating the
repayment  terms  of  the
HTV  Agreement  and for HTV to make a further capital infusion into the Company.
There  is  no  assurance  that  these  negotiations  will  be  successful.

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

(a)     Exhibit  Number          Title  of  Exhibit

     10.1     (*)     Stock  Purchase  Agreement  with  Field  of  Cotton,  L.P.
     10.2     (**)    Asset  Transfer  Agreement
     27.1     (**)    Financial  Data  Schedule
______________________

(*)    Previously  provided  as  an  exhibit to the Company's Form 10-KSB filed
       with  the  Commission  on  July  29,  1999.

(**)   Provided  herewith.

(b)    The  Company  did  not  file  any  Reports on Form 8-K during the fiscal
       quarter  ended  June  30,  1999.

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                                   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.



August  24,  1999                  /s/  Walter  Morgan
                                   ------------------------------------
                                   Walter  Morgan
                                   Director,  CEO  and  President




August  24,  1999                  /s/  Randy  Moseley
                                   ------------------------------------
                                   Randy  Moseley
                                   Director,  Chief  Financial  Officer

                                       24
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