SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K
                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF

                     THE SECURITIES AND EXCHANGE ACT OF 1934

                     For the period ended December 31, 1997
                          Commission File Number 0-2734

                          AMERICAN MIDLAND CORPORATION
              Exact name of registrant as specified in its charter

NEW YORK                                          13-1919009
(State or other jurisdiction of incorporation)    IRS employer ident.

                   302 Fifth Avenue, New York, New York I 0001
                    (Address of principal executive offices)

                                 (212) 279-5612
              (Registrant's telephone number, including area code)

          Securities registered pursuant to Section 12(g) of the Act:
                              Name of each exchange
                     Title of each class on which registered
             common stock, par value $.0l per share Over the counter

          Securities registered pursuant to Section 12(g) of the Act:
                                      None
                                (Title of Class)

     Indicate by (X) whether the Registrant  (1) has filed all reports  required
to be filed by Section 13 or 15(d)of the Securities  Exchange Act of 1934 during
the  preceding 12 months,  and (2) has been subject to such filing  requirements
for the past 90 days. Yes X No

     Disclosure of delinquent  filers  pursuant to Item 405 of Regulation S-K is
not contained  herein,  and will not be contained,  to the best of  Registrant's
knowledge,  in  definitive  proxy  or  information  statements  incorporated  by
reference in Part 111 of this Form 10K or any amendment to this Form 10K.

     Aggregate  market  value of  voting  stock  held by  non-affiliates  of the
Registrant  computed by reference to the price at which the Registrant's  Common
Stock was sold as of February 28, 1998: $50.000.

     Number  of shares  outstanding  of the  Registrant's  Common  Stock,  as of
February 28, 1998: 5,696,000.



<PAGE>
                                     Part 1.



Item 1. Business


American Midland Corporation  ("American"),  a New York Corporation organized in
February  1959,  is engaged  primarily  in the  seafood  business  in Costa Rica
through a  forty-five  percent  (45%)  owned  subsidiary  known as Talmana  S.A.
("Talmana").

Seafood

American's  45% owned Costa Rican  subsidiary,  Talmana is engaged in the shrimp
fishing and processing business.  The shrimp produced by Talmana are obtained in
the Pacific  Ocean,  off the west coast of Costa Rica, by fishing  vessels owned
and operated by Talmana as well as independent fishing vessels who catch is then
processed by Talmana in its plant,  located in  Puntarenas,  Costa Rica,  and is
then sold to  wholesale  or retail  distributors  primarily  in Costa Rica,  the
United States and Europe for ultimate resale to the consuming public.

Talmana presently owns 17 vessels licensed by the Costa Rican government to fish
in that  country's  waters,  such  licenses  are renewed or  extended  annually.
Although there is an abundant  supply of shrimp off the coast of Costa Rica, the
availability of the shrimp is dependent upon prevailing natural conditions which
vary from time to time.  The selling  price of the product tends to fluctuate in
accordance with its availability worldwide.

For the twelve  months ended  December 31, 1997,  four  customers  accounted for
substantially  all of the sales of Talmana.  American  believes that the loss of
any or all of these  customers  would not have a material  adverse effect on the
operations of Talmana  since it believes that the demand for Talmana's  products
is such that new customers could readily be found.

See Notes to the Consolidated  Financial  Statements for additional  information
relating to the acquisition of Talmana.


Discontinued operations

Prior to 1990 American  terminated its involvement in its real estate  operation
in  the  State  of  Florida.   Judgments  were  entered  against   American  for
approximately  $2,300,000 on defaulted  mortgage  obligations.  In 1996 American
settled these obligations from its working capital and loans from its officers.









<PAGE>
Regulations andEnvironmental Matters

Talmana,  seafood operation is subject to numerous governmental  regulations and
licensing  requirements in Costa Rica, including requirement that each vessel be
licensed in order to fish the that country's  waters;  such fishing licenses are
essential to the conduct of Talmana's  operation and must be renewed or extended
annually.

American  believes  that Talmana is, and it will  continue to be, in  compliance
with all of these regulations and licensing requirements;  however, in the event
of any non-compliance, it may be anticipated that additional capital investments
and/or increased  operating costs may be required or incurred in order to comply
therewith.

Competition

Talmana's seafood operation is faced with intense  competition,  and many of its
competitors have much greater  resources than Talmana.  This  competition  comes
from  producers of shrimp and other types of seafood in Costa Rica and elsewhere
throughout the world. The principal  methods of competition  include the ability
to locate and harvest the product, quality control, pricing and marketing.

Employees
American did not have any employees in 1997.

Item 2. Properties
American maintains a mailing address at 302 Fifth Avenue, New York, New York.
Item 3.  Legal proceedings

There are no legal proceedings pending against American.
Item 4. Submission of Matters to a Vote of Security Holders.

No matters were submitted to a vote of security holders during the calendar year
covered by this report.


                                    PART II

Item 5. Market for the  Registrant's  common stock and Related  Security  holder
Matters.

American's  common stock is traded in the over-the  counter  market,  and, until
September 30, 1990, was quoted on the Automated Quotation System of the National
Association of Securities Dealers,  Inc.  ("NASDQ").  Although American's common
stock  continues  to be listed in the National  Daily  Quotation  Service  "pink
sheets",  there is now only a limited or sporadic  public  trading market in its
stock which since January 1, 1991, has been trading for  approximately $. 01 per
share.  No dividends or other  distributions  have been paid with respect to the
common stock of America.


<PAGE>



Item 6. Selected Financial Data.
<TABLE>
<CAPTION>
                  Amount in thousands except for per share data
                             Year ended December 31,
                                                   1997            1996            1995           1994              1993
                                                   ----            ----            ----           ----              ----

        Sales
<S>                                                   <C>             <C>             <C>            <C>             <C>
        Interest & Misc Income                        0               7               5              4               137
                                                      -               -               -              -               ---

        Total                                         0               7               5              4              137
                                                      -               -               -              -             ----

        Income/(loss) continuing
        operations                                 137               91              43            162             (2347)
                                                   ----              --              --            ---             -----

        Net Income/(loss)                          137               91              43            162             (2347)
                                                    ---              --              --            ---             -----
        Per share Income(loss)
        continuing operations                      0.02            0.02            0.01           0.03              (.41)
                                                   ----            ----            ----           ----              ----

        Weighted Average
        common shares                              5696            5696            5696           5696              5696


                  Amount in thousands except for per share data
                                                             Year ended       December 31,
                                                   1997            1996               1995        1994           1993

        Total Assets                               3771            3634               3642        3232           3466
        Long Term Debt
        Subordinated Debt
        Stockholders' Equity/
        Deficit                                    2460            2323               (188)       (343)          (705)
</TABLE>



     Note:  American has not paid any cash dividends during the five years ended
December 31, 1997.




<PAGE>



Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations.

General

     This discussion should be read in conjunction with the financial statements
for details of revenues, operating results and other information relating to the
various segments Americans  operations.  American realized a gain of $137,000 in
1997 due  primarily  to  profits  from  its  profit  of 45%  owned  Costa  Rican
subsidiaries. In December, 1992, American entered into a shareholder's agreement
with its Costa Rican partner (Nebot,  S.A. ) defining the rights and obligations
of each of the  shareholders  in the shrimp fishing and  processing  business in
Puntarenas,  Costa Rica  (Talmana  S.A.) As a part of that  agreement,  American
received  $3,000,000 in preferred stock and recognized  Nebot's fifty-five (55%)
ownership  of Talmana.  As a result,  American  changed its method of  financial
reporting   for  Talmana  from  a   consolidated   subsidiary   to  that  of  an
unconsolidated subsidiary.

Current Operations.

Other than its  investment  in Talmana,  American  has no  operation of its own.
Talmana owns 17 fishing vessels and also purchases  shrimp from local fishermen.
All of its product is processed in its plant and then sold  primarily in Europe,
the United States and Costa Rica.

Liquidity and Capital Resources.
American is  inactive,  does not have any  employees  and has minimal  operating
expenses.  It is  exploring  various  alternatives,  including  the  sale of its
interest in Talmana in order to raise  sufficient  funds to pay its  obligations
and become actively involved in an operating company.

Effects of Inflation and Competition

Inflation and competition do not have any significant effect on American nor its
subsidiary,  Talmana.  However,  the price of  Talmana's  shrimp is seasonal and
dependent upon the availability of competitive farm and ocean shrimp.  Increases
in  the  cost  of  product  can  generally  be  passed  on to the  consumer  and
accordingly, inflation has had a negligible effect on Talmana's operation.




<PAGE>



Item 8.      Financial Statements and Supplementary Data


INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


Consolidated financial statements


Balance Sheets- December 31, 1997 and 1996;

For the years ended December 31, 1997, 1996, 1995:

  Statements of Operations
  Statements of Stockholders' Equity/Deficit Statements of Cash Flow

Notes to consolidated financial statements


Item 9 Changes in and Disagreements with Accountants on Accounting and Financial
       Disclosure.


BDO Seidman  ("BDO")  resigned as American's  principal  accountant in February,
1993.  During  American's  fiscal years ended December 31, 1991 and December 31,
1992, and the subsequent interim period preceding BDO's resignation ( as well as
with  respect  to the  fiscal  year  ended  December  31,  1990)  there  were no
disagreements  with BDO on any matter of  accounting  principles  or  practices,
financial  statement  disclosures,   or  auditing  scope  or  procedure,   which
disagreement,  if not  resolved to the  satisfaction  of the former  accountant,
would  have  caused  it to make  reference  to the  subject  matter  thereof  in
connection with its report.

As a result of BDO's  untimely  resignation  and  American's  present  financial
condition,  the  following  Consolidated  Financial  Statements  have  not  been
audited.




<PAGE>
                              AMERICAN MIDLAND CORP
                     CONSOLIDATED BALANCE SHEET (Unaudited)

<TABLE>
<CAPTION>



                                                                       December 31,                    December 31,
                                                                         1997                                  1996
        Current Assets
<S>                                                                        <C>                                <C>
        Cash                                                               7,000                              8,000
        Accounts Receivable


        Total Current Assets                                               7,000                              8,000


        Investments in and Advances to Unconsolidated
        Subsidiary, at Equity ( Note 1 )                                  3,764,000                       3,626,000

        Mortgage Receivable ( Long term portion)

        Other Assets
        Total Assets                                                      3,771,000                       3,634,000
                                                                          ---------                       ---------
</TABLE>








   The accompanying notes are an integral part of these financial statements


















<PAGE>
                          AMERICAN MIDLAND CORPORATION
                           CONSOLIDATED BALANCE SHEET
                                   Unaudited )
<TABLE>
<CAPTION>



                                                                                  December 31,                   December 31,
                                                                                          1997                           1996

      LIABILITIES:
      Current Liabilities
<S>                                                                                    <C>               <C>
      Accounts Payable and Accrued Expenses                                            160,000           $            160,000
      Notes Payable                                                                    304,000                        304,000
                                                                                       -------                        -------
      Total Current Liabilities                                                        464,000                        464,000



      Excess of  losses and distributions over
      investment and Advances to
      Real Estate Joint Ventures, at Equity                                             847,000                       847,000


      STOCKHOLDERS' EQUITY:

      Preferred stock, $10 par value, 2,000,000
      shares authorized, none issued

      Common Stock, $.0l par value, 20,000,000
      shares authorized 5,696,000 shares
      outstanding                                                                        57,000                        57,000

      Capital in excess of par value                                                 24,785,000                    24,785,000

      Deficit                                                                       (22,382,000)                  (22,519,000)
                                                                                    -----------                  -----------


      Total Stockholders' Equity                                                      2,460,000                    $2,323,000
                                                                                      ---------                    ----------
                                                                                     $3,771,000                    $3,634,000
                                                                                     ----------                    ----------

</TABLE>






The accompanying notes are an integral part of these financial statements.




<PAGE>
                          AMERICAN MIDLAND CORPORATION
                       CONSOLIDATED RESULTS OF OPERATIONS
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                    December 31,

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

      Sales

      Gross Profit ( Loss)

      Expenses:
<S>                                                                          <C>                      <C>          <C>
      Selling & Admin.                                                       1,000                    17,000       54,000

      Interest
      Depreciation and Amortization                                                                                 3,000

      Write down of investments (Notes 5,9)
      Total Expenses                                                         1,000                    17,000        57,000
                                                                                    --------      --------        --------

      Other Income (Expenses)
      Interest & Other Income                                                                                        5,000
      Gain on sale of assets                                                     0                     7,000
                                                                             7,000                     5,000

      Income (loss) from continuing operations before
      equity in gain or ( loss ) of unconsolidated
      joint ventures & taxes on income                                      (1,000)                  (10,000)       (52,000)
      Equity in gain or (loss) of unconsolidated joint
      subsidiaries and joint ventures                                       138,000                  101,000       95,000
                                                                                 -------------       -------       ------

      Income (loss) from continuing operations
      before taxes on income                                                137,000                  91,000       43,000

      Taxes on income

      Income (loss) from continuing operations                              137,000                   91,000       43,000
                                                                                     -------          ------       ------



      Net income (loss) per share                                                .02                  .02          .01
                                                                                 -                    ---          ---


 Weighted average common shares outstanding                                   5,696,000              5,696,000    5,696,000
See accompaning notes to financial statements.

</TABLE>


<PAGE>
                          AMERICAN MIDLAND CORPORATION
                       CONSOLIDATED STATEMENT OF CASH FLOW
<TABLE>
<CAPTION>
                                  (UNAUDITED)

                                                                                    Year Ended December 31,
                                                                                     1997           1996           1995

      Cash Flow from Operating Activities:
<S>              <C>                                                                 <C>           <C>               <C>
      Net Income ( Loss)                                                            137,000        91,000            43,000

      Adjustments to reconcile net Income ( loss)
      to cash provided by ( used In ) operating
      activities:
      Depreciation and Amortizaton                                                                                    3,000
      Reversal of prior year over accrual                                                       2,555,000           113,000
      Write down of Mortgage Receivable                                                                              36,000
      Decrease in Notes & Mortgage Receivable                                                     100,000
      Decrease in Advances to Real Estate Joint Ventures
      Decrease (increase ) in liabilites                                                       (2,640,000)        (146,000)
      Equity in gain of unconsolidated subsidiary                                    (138,000)   (101,000)         (95,000)
      Loss on discontinued operation
      Wrfte down of investment
      Cash Provided by ( Used in ) Operations                                        (1,000)        5,000          (46,000)
                                                                                     -------   -----------          -------

      Net Increase (decrease) In cash                                                (1,000)        (5000)        ( 46,000)

      Cash at beginning of period                                                      8,000       13,000           59,000
                                                                                       -----       ------        ----------
      Cash at end of period                                                            7,000         8,000          13,000
                                                                                       -----   -----------------------------
</TABLE>







The accompanying notes are an integral part of these financial statements














<PAGE>
                          AMERICAN MIDLAND CORPORATION
                        NOTES TO CONSOLIDATED STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
      Principles of Consolidation
The consolidated  financial  statements include the accounts of American Midland
Corporation   ("American")  and  its  wholly-owned   corporate  subsidiary  (AMC
Management  Corp.) . American reports its investment in Talmana as an investment
in  an  unconsolidated  subsidiary.  American's  investments  in  unconsolidated
subsidiaries  and  joint  ventures  are  carried  on  the  equity  method.   All
significant  intercompany  accounts and transactions  have been eliminated.  The
1997 statements do not include the results of the company's 45% owned subsidiary

      Cash Equivalents

American considers all highly liquid debt instruments  purchased with a maturity
of three months or less to be cash equivalents.

               Income Taxes

Provisions  or benefits  are made for deferred  income taxes on all  significant
timing differences which represent the tax effects of transactions  reported for
tax purposes in periods different than for financial reporting purposes.

     In  December,   1987,  the  Financial  Accounting  Standards  Board  issued
Statement of  Financial  Accounting  Standards  No. 96,  "Accounting  for Income
Taxes". The effective date had been delayed,  and in February,  1992, changed by
Statement 109, "Accounting for Income Taxes".

Statement 109 established  financial  accounting and reporting standards for the
effects of income  taxes that  result  from a  company's  activities  during the
current and  preceding  year.  It requires  an asset and  liability  approach in
calculating current and deferred taxes based on the difference between financial
statement  balances and the tax basis of assets and liabilities at the currently
enacted tax rates. At December 31, 1997, the Company had available net operating
loss carry forwards expiring from 1998 through 2004.

NOTE 2 - GOING CONCERN
American  has  suffered  recurring  losses from its  operations  and its current
obligations  exceed its current  assets.  It has  recently  settled  substantial
obligations  and funded set settlements by loans from officers with an option to
convert  $30,000 of said  loans into  3,000,000  shares of common  stock.  It is
attempting  to raise  additional  funds and /or sell its  interest in Talmana to
finance  future  operations.  These  matters  raise  substantial  concern  about
American's ability to continue as a going concern.

Per Share Calculations

The computation of per share amounts is based on the weighted  average number of
common shares  outstanding in each period and includes Common stock equivalents,
which include stock options and convertible debentures, are either insignificant
or anti-dilutive.




<PAGE>
4. Investments.

In July,  1989, a partnership  ,  consisting of American and The First  Republic
Corporation of America ("FRCA") acquired, as equal partners, a 40% interest in a
shrimp fishing and tuna  processing  operation in Costa Rica,  doing business as
Talmana, S.A.

Effective August 1,1990, American acquired FRCA's interest in Talman in exchange
for American's then remaining interst in a Florida seafood business. At the same
time,  American  and its  Costa  Rican  partners  dissolved  their  partnership.
American  obtained a 45% interest in the shrimp  operations  and the Costa Rican
partners  obtained a 100%  interest  in the tuna  operations.  American  and the
former   Costa   Rican   partners    operate   their    respective    businesses
independependently.

In 1992,  American  entered  into a  shareholders'  agreement  with  Nebot  S.A.
("Nebot")  the owner of fifty  -five  percent  of the  stock in the Costa  Rican
corporation.  The shareholders'  agreement defined the rights and obligations of
the partners and provided for the issuance of $3,000,000  of perferred  stock to
American in consideration  for its investment in Talmana (in addtiion to the 45%
of the common stock of Talmana  which  American  continues  to own).  American's
ownership  of a $3,000 10 year 6%  redeemable  preferred  stock due December 31,
2002 and it's ownership of forty five percent of the  outstanding  common shares
of Talmana S.A. is carried on the books as an  investment  in an  unconsolidated
subsidiary.  Dividends on the  preferred  stock may be paid in any year in which
Talmana has after tax earnings in excess of  $1,500,000 if declared by the board
of directors of Talmana.  Dividends have not been paid and have not been accrued
on the books of American. Unpaid dividends are payable on the Redemption date of
the preferred stock. American's investment is carried on its books on the equity
method of accounting


5. Results of Operations of Talmana.

     American  reported  as  equity  in  gain  of an  unconsolidated  subsidiary
45% of Talmana's unaudited profit of $307, 000 for year ended December 31, 1997.


6. Settlement of Obligation.

In 1996 American settled its obligations with the FDIC, Nations Bank and Stephen
Bernstein for amounts  substantially reduced amounts. The difference between the
amount paid and the amount of the obligations were credited to paid in surplus.













<PAGE>
                          AMERICAN MIDLAND CORPORATION
                            Subsidiaries of American
                             (at December 31, 1997)




The following is a list of American's significant  subsidiaries and the state in
which each such subsidiary or partnership was incorporated or organized:


                                        State of
                                        incorporation
AMC Management Corp.                    Delaware
Talmana, S.A. (45%)                     Costa Rica
















<PAGE>
                                     PART IV


Item 4. Exhibits, Financial Statement schedules and Reports on Form 8-k.
     (a) Exhibits
         Subsidiaries of American.
     (b) Reports on form 8k

        There were no reports on form 8K filed by the Registrant during the year
ended December 31, 1997.
















<PAGE>
                                    PART III.
              Item 10, Directors and Executive officers of American
<TABLE>
<CAPTION>

Name                                  Position                       Age                     Elected Director

Emil Ramat                   Chairman of the Board of
<S>                                                                  <C>                       <C>
                             Directors & President                   75                        1974

Irwin S. Lampert             Vice Pres/Sec'y Treasurer
                             and Director                            66                        1984

</TABLE>

     Mr Ramat has been  Chairman  of the Board,  President  and Chief  Executive
Officer of American for more than the past five years.

     Mr.  Lampert has been a director and Senior Vice  President,  Treasurer and
Chief Financial Officer of American for more than the past five years. .


      Item 11, Executive compensation

     During the twelve  months  ended  December  31,  1997,  none of  American's
executive officers received any remuneration from American.

     Mr.  Ramat is employed  pursuant to an  employment  agreement  with Talnana
which expires in December, 1997.

     Mr.  Lampert is employed  pursuant to an employment  agreement with Talmana
which expires in December, 1997.



      Item 12, Security ownership of Certain Beneficial owners and
      Management


 (a) As of  February  28,  19987,  American  knows of no person or group  owning
beneficially more than 5% of its outstanding  common stock,  except for Jonathan
P. Rosen, who owned beneficially 464,500 shares, (including 98,700 of American's
shares owned by The First Republic  Corporation of America,  a public company of
which Mr. Rosen is a principal  stockholder) , representing  8.15% of the class,
and directors and officers,  as a group, who owned  beneficially  185,183 shares
representing 3.25% of the class.

(b) The following table sets forth certain  information  regarding the ownership
of  American's  common stock as of February 28, 1998 by each of the directors of
American and the directors and officers of American as a group:




<PAGE>
                                  Number of Shares          Percent
 Name of owner                 Beneficially owned        of class

Irwin S.Lampert                120,500 (1) (2)             2.12%

Emil Ramat                      64,683 (2)                 1.13%


All Directors and
Officers as a group
(2 persons)




(1)These shares are owned by Judith Lampert.(Mr Lampert's wife)

(2)Does not include an option to convert loans of $30,000 into
3,000,000 shares of common stock. (2,000,000 shares by Emil Ramat and
1,000,000 shares by Irwin Lampert)

































<PAGE>
                                   SIGNATURES




     Pursuant to the  requirements of Section 13 or 15 (d) of the Securities and
Exchange Acto of 1934,  the  Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereuntp duly authorized.



American Midland Corporation


By______________________________
Emil Ramat, President and Chairman of
of the Board of Directors




     Pursuant to the  requirements  of the  Securities and Exchange Act of 1934,
this report has been signed by the following persons on behalf of the registrant
and in the capacities and on the date indicated.



Signature                Title


                         President and Chairman of the Board
Emil Ramat               of Directors
                                                                  March 29, 1998




                         Vice President
Irwin S.Lampert                                                   March 29, 1998














<PAGE>