SECURITIES AND EXCHANGE COMMISSION
                                             WASHINGTON, D.C.

                                                     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, 1999
                                           Commission File Number 0-2734

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


                                                                     13-1919009
 New York                                                    IRS Employer Ident.
 State or other jurisdiction of incorporation)



                                        Apartado 337 Puntarenas, Costa Rica
                                     (Address of principal executive offices)

                                                 011 506 661 0355
                            (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, 2000: $50.000.

  Number of shares outstanding of the Registrant's Common Stock,
 as of February 28, 2000:
  5,696,000.



<PAGE>



                                                      Part 1.



Item 1. Business

American Midland Corporation  ("American"),  a New York Corporation organized in
February 1959, has been inactive for more than six (6) years.  Effective January
1, 1994,  American  closed its office and  terminated  all its  employees.  It's
transfer agent recently resigned due to non payment for it's services.  American
owns a forty-five percent(45%)interest in Talmana S.A.("Talmana"), a Costa Rican
corporation  engaged  in  Shrimp  fishing  in  Costa  Rica.  American  has  been
attempting  to sell its  investment  in Talmana for the past three years without
any success.  It's ability to sell the company is restricted  by Costarican  law
which  requires  that a  fishing  license  in  Costa  Rica  must be  owned  by a
Costarican citizen. Also the phenomena know as "El Nino" has negatively impacted
the fishing industry in Costa Rica. Management estimates that if it is unable to
sell the company and is forced to liquidate  Talmana that it will realize only a
fraction, if any, of its investment.

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.



Employees

American did not have any employees in 1999.

Item 2. Properties
American maintains a mailing address at Apartado 337 Puntarenas, Costa Rica.

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 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 American



<PAGE>



Item 6. Selected Financial Data.

                          Amount in thousands except for per share data
                                 Year ended December 31,
                              1999    1998  1997  1996  1995
Sales
Interest & Misc Income          0       0     0     7     5


Total                           0       0     0     7     5


Income/(loss) continuing
operations                 (2,000)    -81   137    91    43


Net Income/(loss)          (2,000)    -81   137    91    43

Per share Income(loss)
continuing operations           0    -.02   .02   .02   .01


Weighted Average
common shares             5696    5696  5696  5696  5696


                          Amount in thousands except for per share data
                                Year ended December 31,
                 1999             1998   1997   1996   1995


Total Assets      1,027,000        3690   3771   3642   3642
Long Term Debt
Subordinated Debt
Stockholders'
Equity/Deficit      563,000        2379   2460   2323   -188



Note:American has not paid any cash dividends during the five years ended
December 31, 1999.




<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 is inactive and has no offices,
employees  or  business.  It  owns  a  forty  five  percent  interest(45%)  in a
Costarican  Company  "Talmana" which it has been attempting to sell for the past
three  years.  To date Talmana has been unable to locate a buyer for the company
and may be forced to liquidate. In the event of liquidation it is estimated that
American will receive little, if any value for its investment.  In 1999 American
wrote down its investment in Talmana to one million dollars ($1,000,000) and in
the event it is unable to find a buyer and forced to liquidate the company it
may be forced write it off completely.


Current Operations.

American is inactive.

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. If it is unscuccessful it
may be required to liquidate the company.

Effects of Inflation and Competition

inapplicable.



<PAGE>



Item 8.      Financial Statements and Supplementary Data




INDEX TO CONSOLIDATED FINANCIAL STATEMENTS




Consolidated financial statements


Balance Sheets- December 31, 1999 and 1998;

For the years ended December 31, 1999, 1998, 1997:

  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)


ASSETS                                                   December 31,
                                                     1999        1998
Current Assets
Cash                                                4,000       6,000
Accounts Receivable                                23,000


Total Current Assets                               27,000       6,000



Investments in and Advances to Unconsolidated
Subsidiary, at Equity ( Note 1 )                1,000,000   3,684,000

Total Assets                                    1,027,000   3,690,000



LIABILITIES & STOCKOLDERS'EQUITY

LIABILITIES:
Current Liabilities
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                  0         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                                      (24,279,000)    (22,785,000)


Total Stockholders' Equity                        563,000    $  2,379,000
                                              $ 1,027,000    $  3,690,000







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




<PAGE>



                                           AMERICAN MIDLAND CORPORATION
                                         CONSOLIDATED RESULTS OF OPERATIONS
                                                    (UNAUDITED)
                                                   December 31,

                                         1999          1998          1997

Sales

Gross Profit ( Loss)
Expenses:
Selling & Admin.                        2,000         1,000         1,000


Total Expenses                          2,000         1,000         1,000

Other Income (Expenses)
Interest & Other Income
Gain on sale of assets

Income (loss) from continuing
operations before equity in gain
or ( loss ) of unconsolidated
joint ventures & taxes on income       ( 2,000)       (1,000)       (1,000)
Equity in gain or (loss) of
unconsolidated joint
subsidiaries and joint ventures                      (80,000)      138,000


Income (loss) from continuing
operations
before taxes on income                 (2,000)       (81,000)      137,000

Taxes on income

Income (loss) from continuing
operations                             (2,000)      (81,000)      137,000

Write down of investments to fair
market value net of write off of
intercompany items no longer
applicable and prior period
adjustments.                        (1,894,800)

Net income (loss) per share              (.33)        (.02)          .02


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



<PAGE>



AMERICAN MIDLAND CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOW
(UNAUDITED)

Year Ended December 31,
                                                 1999          1998        1997

Cash Flow from Operating Activities:
Net Income ( Loss)                         (1,896,800)       (81,000)    137,000
Adjustments to reconcile net
Income ( loss) to cash provided
by ( used In ) operating
activities:
Write down of investments & other
non cash adjustments                       (1,894,000)
Receivable Decrease (increase )
in liabilitesEquity in gain of
unconsolidated subsidiary                       -           (80,000)   (138,000)

Cash Provided by ( Used in )
Operations                                     (2,000)       (1,000)     (1,000)

Increase (decrease) In cash                    (2,000)       (1,000)     (1,000)

Cash at beginning of period                     6,000         7,000       8,000
Cash at end of period                           4,000         6,000       7,000







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").  American reports its investment in Talmana as
an investment in an unconsolidated subsidiary on the equity method. The 1998 and
1997  statements  include the results of the company's 45% owned  subsidiary for
the years ended September 30, 1998 and December 31, 1997. The December 31, 1999
statement does not include the  results of Talmana.  American  wrote down it's
investment  in  Talmana  as at  December  31,  1999 to  $1,000,000  and has been
subsequently  advised by Talmana that it may be forced to liquidate and American
may not receive any return from it's investment.

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. .

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  Talmana 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 December  31, 1999  financial  statement  does not includes the results from
operations  for Talmana for its fiscal year ended in 1999.  American  wrote down
its  investment in Talmana to $1,000,000 as at December 31, 1999. If American is
unable to find a buyer for its  investment and Talmana is forced to liquidate it
is estimate that American will receive little or no return on its investment.

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, 1999)




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

Talmana                                                          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, 1999.

















<PAGE>


Item 10, Directors and Executive officers of American
Name                  Position                        Age       Elected Director

Emil Ramat            Chairman of the Board of
                      Directors & President           77                  1974

Irwin S. Lampert      Vice Pres/Sec'y Treasurer
                      and Director                    68                  1984


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, 1999,  none of American's
executive officers received any remuneration from American.




Item 12, Security ownership of Certain Beneficial owners and
Management


 (a) As of  February  28,  2000,  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.











<PAGE>



(b) The following table sets forth certain  information  regarding the ownership
of  American's  common stock as of February 28, 2000 by each of the directors of
American and the directors and officers of American as a group:




                                  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, thereunto duly authorized.



                                              American Midland Corporation

                                              By/s/ Emil Ramat

                                              Emil Ramat
                                              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




/s/Emil Ramat                                President and Chairman of the Board
                                             of  Directors
                                             March , 2000


                                             Vice President, Director
/s/Irwin S.Lampert                           March , 2000