SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 1O-K
                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF

                     THE SECURITIES AND EXCHANGE ACT OF 1934

                     For the period ended December 31, 1996
                          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               (I.R.S. employer
    of incorporation or                       identification no.)
    organization)

                   302 Fifth Avenue, New York, New York 10001
               (Address of principal executive offices) (zip code)

                                 (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 $.01 per share
    Over-the-counter Securities registered pursuant to Section 12(b) of 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 III of this Form 10K or any amendment to this Form lOK.

  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, l997:
  $50.000.

  Number of shares outstanding of the Registrant's Common Stock, as
  of February 28, 1997:  5,696,000.


<PAGE>
                                     Part 1.
4


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 Rocan  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  presents 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, 1996,  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 and Environmental 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 1996.

Item 2. Properties

American maintains a mailing address at 302 Fifth Avenue, New York, New York.

Item 3.  Legal proceeding

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 11.

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

                (Amounts in thousands except for per share data)
                             Year ended December 31,

<TABLE>
<CAPTION>

                                   1996           1995           1994           1993           1992

Sales
<S>                                <C>            <C>            <C>            <C>             <C>
Interest and other Income          7              5              4              137            -6

                                   7              5              4              137            -6

Income(loss ) continuing
operations                         91             43             162            -2347          -1837

Net Income ( loss )                91             43             162            -2317          -2409

Per Share
Income (loss) continuing
operations                         0.02           0.01           0.03           -0.41          -0.31
Net Income ( Loss )                                                             -0.41          -0.41
Weighted average common shares     5696           5696           5696           5696           5696


BALANCE SHEET DATA:

Total Assets                       3634           3642           3632           3266           3426

Long Term Debt
Subordinated Indebtedness
Stockholders' Equity (Deficit)     2323           -188           -343           -705           1612

</TABLE>

Note:  American has not paid any cash dividends during the five years ended
December 31, 1996
<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 of American's  operations.  American realized a gain of $91,000
in 1996 due primarily to profits from its 45% owned Costa Rican  subsidiary.  In
December,  1992, American entered into a shareholder's  agreement with its Costa
Rican partner (Nebot,  S.A. ) defining the 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 minmal  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, 1996 and 1995;

For the years ended December 31, 1996, 1995, 1994:

  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,
                                                                                1996                          1995
<S>                                                                             <C>                           <C>
Current Assets
Cash                                                                            8,000                         13,000
                                                                                $                             $
Accounts Receivable
Mortgage Receivable (Current Portion)                                                                         65,000

Total Current Assets                                                            8,000                         78,000

Fixed Assets, at cost (less accumulated
depreciation)                                                                                                 3,000

Investments in and Advances to Unconsolidated
Subsidiary, at Equity ( Note 1 )                                                3,626,000                     3,525,000

Mortgage Receivable ( Long term portion)                                                                      36,000

Other Assets                                                                    -

Total Assets                                                                    3,634,000                     3,642,000
</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,
                                                                                1996                     1995

LIABILITIES:
<S>                                                                             <C>                      <C>
Current Liabilities
Accounts Payable and Accrued                                                    160,000                  2,725,000
Expenses
Notes Payable                                                                   304,000                  379,000
Total Current Liabilities                                                       464,000                  3,104,000



Excess of losses and distributions over
investment and Advances to
Real Estate Joint Ventures, at Equity                                           847,000                  871,000

Commitments and contingencies

STOCKHOLDERS EQUITY:

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

Common Stock, $.01 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                                                                         (22,519,000)             (25,185,000)

Total Stockholders'  Equity                                                     2,323,000                (343,000)
                                                                                3,634,000                3,632,000
</TABLE>

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


                          AMERICAN MIDLAND CORPORATION
                       CONSOLIDATED RESULTS OF OPERATIONS
                                  ( UNAUDITED )
<TABLE>
<CAPTION>

                                                                                Years Ended December 31,
                                                                                1996                1995                     1994

<S>                                                                             <C>                 <C>                      <C>
Sales                                                                                               -                        -

Gross Profit ( Loss )                                                                               -                        -

Expenses:
Selling & Admin.                                                                17,000              54,000                   41,000
Interest
Depreciation and Amortization                                                                       3,000                    3,000
Write down of investments ( Notes 5,9)
Total Expenses                                                                  17,000              57,000                   44,000


Other Income (Expenses) :
Interest & Other Income                                                                             5,000                    4,000
Gain on sale of assets                                                          7,000
                                                                                7,000               5,000                    4,000

Income (loss) from continuing operations before
equity in gain or ( loss ) of unconsolidated
joint ventures & taxes on                                                       (10,000)            (52,000)                (40,000)
income
Equity in gain or (loss) of unconsolidated joint
subsidiaries and joint ventures                                                 101,000             95,000                   202,000

Income (loss) from continuing operations
before taxes on income                                                          91,000              43,000                   162,000

Taxes on income

Income (loss) from continuing operations                                        91,000              43,000                   162,000

Net Income (loss)                                                               91,000              43,000                   162,000

Per Common Share:
Income ( loss )
continuing operation                                                            .02                 .01                      .03
Discontinued
Extraordinary
Net income (loss) per share                                                     .02                 .01                      .03

Weighted average common shares outstanding                                      5,696,000           5,696,000              5,696,000
</TABLE>

                 See accompaning notes to financial statements.
<PAGE>



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

                                                                      Year Ended December 31,
                                                                      1996                1995                1994

Cash Flow from Operating Activities:
<S>                                                                   <C>                 <C>                 <C>
Net Income ( Loss )                                                   91,000              43,000              162,000

Adjustments to reconcile net income ( loss )
to cash provided by ( used in ) operating
activities:
Depreciation and Amortization                                                             3,000               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                                                            9,000
Decrease (increase ) in liablities                                    (2,640,000)         (146,000)           (5,000)
Equity in gain of unconsolidated subsidiary                           (101,000)           (95,000)            (202,000)
Loss on discontinued operation
Write down of investment
Cash Provided by ( Used in ) Operations                               5,000               (46,000)            (33,000)
Cash provided by (used in ) financing activities                      0                   0                   0
Net increase (decrease) in cash                                       (5,000)             46,000              (33,000)
Cash at beginning of period                                           13,000              59,000              92,000
Cash at end of period                                                 8,000               13,000              59,000
</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.

       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, 1996 the Company had available net operating
loss carry forwards expiring fro 1997 through 2004.


2-  Going Concern
American  has  suffered   recurring  losses  from  operations  and  its  current
obligations  exceed its current  assets.  It has  recently  settled  substantial
obligations and funded said 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.

3.     Per share calculation.
The computation of per share amounts is based on the weighted  average number of
shares outstanding in each period.







<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.

The  profit  of  $101,000  which  American  reported  as  equity  in  gain of an
unconsolidated  subsidiary is 45% of the unaudited  profits  reported by Talmana
for its year ended December 31, 1996.


6.  Settlement of Obligations.

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>



                                    PART III.


Item 10.  Directors and Executive officers of American

<TABLE>
<CAPTION>
                                                                                               Elected
Name                                        Position                            Age
Director

<S>                                            <C>                              <C>            <C>
Emil Ramat                                     Chairman of the Board            74             1974
                                               and President

Irwin S. Lampert                               Senior Vice President,           65             1984
                                               Secretary-Treasurer
                                               and Director
</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.  He was
appointed Secretary of American in July, 1995.



Item 11.  Executive Compensation

During the twelve months ended December 31, 1996,  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, 1997, 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, 1997 by each of
       the directors of American and the directors and officers of American as a
       group:







<PAGE>



       Name of                Number of Shares             Percent
Beneficial 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)           185,183                        3.25%



(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>



                                     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, 1996.












































<PAGE>









                          AMERICAN MIDLAND CORPORATION

                            Subsidiaries of American
                             (at December 31, 1996)




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


             Name                            State of
                                             Incorporation

          AMC Management Corp.               Delaware

          Talmana, S.A. (45%)                Costa Rica



































<PAGE>



                                   SIGNATURES



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




American Midland Corporation





By_________________________
Emil Ramat, President and Chairman
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 of Directors
Emil Ramat                                                        March 30, 1997


                              Vice President, Director
Irwin S. Lampert                                                  March 30, 1997


<PAGE>