<PAGE>

                   SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C.  20549
                   __________________________________

                                FORM 8-K

                             CURRENT REPORT
                 PURSUANT TO SECTION 13 OR 15(d) OF THE
                     SECURITIES EXCHANGE ACT OF 1934

     Date of report (Date of earliest event reported): August 21, 1998

                  American Gaming & Entertainment, Ltd.
________________________________________________________________________
           (Exact Name of Registrant as Specified in Charter)


                                 Delaware                     
________________________________________________________________________
                    (State or Other Jurisdiction of
                     Incorporation or Organization)


   0-19049                                               74-2504501
________________________________________________________________________
 (Commission                                           (IRS Employer
 File Number)                                        Identification No.)


            One Woodland Avenue, Paramus, New Jersey 07652 
________________________________________________________________________
               (Address of Principal Executive Offices)

  Registrant's telephone number, including area code:  (609) 822-8505
                                                       ______________

                             Not Applicable                     
________________________________________________________________________
(Former Name, Address and Former Fiscal Year, if Changed Since Last 
                                 Report)



                                 1 of 4


<PAGE 2>

American Gaming & Entertainment, Ltd.
SEC Form 8-K

Item 5.  Other Events

On August 21, 1998, AMGAM Associates ("AMGAM"), American Gaming and 
Resorts of Mississippi, Inc. ("AGRM"), each a wholly-owned subsidiary of 
the Registrant, the Official Committee of Unsecured Creditors of AMGAM 
Associates (the "AMGAM Committee"), the Official Committee of Unsecured 
Creditors of American Gaming and Resorts of Mississippi, Inc. (the "AGRM 
Committee") and the Registrant filed a joint plan of liquidation (the 
"Plan") for AMGAM and AGRM in the United States Bankruptcy Court for the 
Southern District of Mississippi (the "Bankruptcy Court"). The Plan 
incorporates a settlement agreement (the "Settlement Agreement") agreed 
to by the Registrant, AMGAM, AGRM, Shamrock Holdings Group, Inc. 
(Shamrock), the AMGAM Committee and the AGRM Committee. Pursuant to the 
Plan, the Registrant would transfer to a creditors trust for the holders 
of allowed claims in the bankruptcy proceedings of AMGAM and AGRM 
(excluding the Registrant and Shamrock) an undivided 25% ownership 
interest in the Gold Coast Casino barge and related leasehold 
improvements (the "Gold Coast Barge") and an agreement (as agreed to be 
amended, the "Charter Agreement"), with President Mississippi Charter 
Corporation ("PMCC") whereby PMCC is leasing the Gold Coast Barge from 
the Registrant, which assets will be held by a trustee (the "Mississippi 
Trustee"). The Mississippi Trustee would receive and disburse in accordance 
with the terms of the Plan all payments (a) received from PMCC under the 
Charter Agreement, including past due arrearages, (the "PMCC Payments") and 
(b) with respect to the acquisition by PMCC from AMGAM of substantially all 
of the furniture, fixtures and equipment, including certain slot 
machines, formerly used in the operation of the Gold Shore Casino (the 
"FF&E Payments").

Pursuant to the Plan, each administrative and priority claim, as defined 
in the U.S. Bankruptcy Code (the "Code"), incurred in connection with 
the bankruptcy proceedings of AMGAM and AGRM would be paid in full from 
the respective estates of AMGAM and AGRM in accordance with statutory 
priorities pursuant to the Code. 

Pursuant to the Plan, each secured claim (excluding a first preferred 
ship mortgage (the "Ship Mortgage") held by Shamrock on the Gold Coast 
Barge) would be either paid in full from the sale of the related 
collateral or satisfied in full by abandoning the collateral to the 
secured creditor. 

Pursuant to the Plan, each unsecured claim, excluding any claims of the 
Registrant and Shamrock, ("Third Party Claims") would be paid from the 
assets of the respective estates of AMGAM and AGRM, including (a) the 
funds remaining in an escrow account for the benefit of the creditors of 
AMGAM and AGRM, (b) all FF&E Payments made since October 1, 1995, (c) an 
arrearage settlement payment of approximately $381,000 from PMCC, (d) a 
monthly payment of approximately $54,000 from the PMCC Payments (which 
total approximately $215,000 per month), retroactive to December 1, 1997 
and through April 15, 2000, (e) 25% of the net proceeds of a sale of the 
Gold Coast Barge, if any, and (f) a payment of $82,000, to be paid 
equally by the Registrant and Shamrock. Most Third Party Claims would be 
paid on a pro rata basis, however, certain Third Party Claims would only 
be paid after all other Third Party Claims are paid. 

Pursuant to the Plan, the Registrant's and Shamrock's unsecured claims 
and the Ship Mortgage (in the collective claimed amount of $33,000,000) 
would be paid from (a) an arrearage settlement payment of approximately 
$1,144,000 from PMCC, (b) a monthly payment of approximately $161,000 
from the PMCC Payments, retroactive to December 1, 1997 and through 
April 15, 2000, and (c) 75% of the net proceeds of a sale of the Gold 
Coast Barge, if any. As previously disclosed, the Registrant has entered 
into an agreement with Shamrock pursuant to which Shamrock will receive 
(a) 60% of any PMCC Payments, including the collective arrearage 
settlement payments from PMCC, and (b) 67.5% of any net proceeds from the 
sale of the Gold Coast Barge, if any, which amounts, collectively, will 
reduce the Registrant's indebtedness to Shamrock.


<PAGE 3>

Pursuant to the Plan, all equity interests in AMGAM and AGRM would be 
canceled as of the effective date of the Plan.

The amounts to be paid to creditors would be subject to the claim 
allowance process in the AMGAM and AGRM bankruptcies, pursuant to which 
all allowed claim amounts, in the order set forth above, would be fixed 
for purposes of distributions under the Plan.

There can be no assurance that that the creditors in the AMGAM and AGRM 
bankruptcy proceedings will approve the Plan in accordance with the 
provisions of the Code or that the Plan will thereafter be confirmed by 
the Bankruptcy Court.

For further information regarding AMGAM, AGRM and the Registrant's 
investments in Mississippi, see the Registrant's Annual Report on Form 
10-KSB for the year ended December 31, 1997.


<PAGE 4>

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the 
Registrant has duly caused this report to be signed on its behalf by the 
undersigned hereunto duly authorized.

                        American Gaming & Entertainment, Ltd.
                        ____________________________________
                        (Registrant)

DATE:     August 25, 1998


                    By:  J. DOUGLAS WELLINGTON
                         _______________________
                         J. DOUGLAS WELLINGTON
                         President and Chief Executive Officer and
                         Principal Accounting Officer
[{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 7541}]
{"company-data": {"conformed-name": "AMERICAN GAMING & ENTERTAINMENT LTD /DE", "cik": "0000851249", "assigned-sic": "7990", "irs-number": "742504501", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-19049", "film-number": "98699067"}, "business-address": {"street1": "ONE WOODLAND AVENUE", "city": "PARAMUS", "state": "NJ", "zip": "07652", "phone": "6098228505"}, "mail-address": {"street1": "ONE WOODLAND AVENUE", "city": "PARAMUS", "state": "NJ", "zip": "07652"}, "former-company": {"former-conformed-name": "GAMMA INTERNATIONAL LTD", "date-changed": "19940819"}}
SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C.  20549
                   __________________________________

                                FORM 8-K

                             CURRENT REPORT
                 PURSUANT TO SECTION 13 OR 15(d) OF THE
                     SECURITIES EXCHANGE ACT OF 1934

     Date of report (Date of earliest event reported): August 21, 1998

                  American Gaming & Entertainment, Ltd.
________________________________________________________________________
           (Exact Name of Registrant as Specified in Charter)

                                 Delaware                     
________________________________________________________________________
                    (State or Other Jurisdiction of
                     Incorporation or Organization)

   0-19049                                               74-2504501
________________________________________________________________________
 (Commission                                           (IRS Employer
 File Number)                                        Identification No.)

            One Woodland Avenue, Paramus, New Jersey 07652 
________________________________________________________________________
               (Address of Principal Executive Offices)

  Registrant's telephone number, including area code:  (609) 822-8505
                                                       ______________

                             Not Applicable                     
________________________________________________________________________
(Former Name, Address and Former Fiscal Year, if Changed Since Last 
                                 Report)

                                 1 of 4
American Gaming & Entertainment, Ltd.
SEC Form 8-K

Item 5.  Other Events

On August 21, 1998, AMGAM Associates ("AMGAM"), American Gaming and 
Resorts of Mississippi, Inc. ("AGRM"), each a wholly-owned subsidiary of 
the Registrant, the Official Committee of Unsecured Creditors of AMGAM 
Associates (the "AMGAM Committee"), the Official Committee of Unsecured 
Creditors of American Gaming and Resorts of Mississippi, Inc. (the "AGRM 
Committee") and the Registrant filed a joint plan of liquidation (the 
"Plan") for AMGAM and AGRM in the United States Bankruptcy Court for the 
Southern District of Mississippi (the "Bankruptcy Court"). The Plan 
incorporates a settlement agreement (the "Settlement Agreement") agreed 
to by the Registrant, AMGAM, AGRM, Shamrock Holdings Group, Inc. 
(Shamrock), the AMGAM Committee and the AGRM Committee. Pursuant to the 
Plan, the Registrant would transfer to a creditors trust for the holders 
of allowed claims in the bankruptcy proceedings of AMGAM and AGRM 
(excluding the Registrant and Shamrock) an undivided 25% ownership 
interest in the Gold Coast Casino barge and related leasehold 
improvements (the "Gold Coast Barge") and an agreement (as agreed to be 
amended, the "Charter Agreement"), with President Mississippi Charter 
Corporation ("PMCC") whereby PMCC is leasing the Gold Coast Barge from 
the Registrant, which assets will be held by a trustee (the "Mississippi 
Trustee"). The Mississippi Trustee would receive and disburse in accordance 
with the terms of the Plan all payments (a) received from PMCC under the 
Charter Agreement, including past due arrearages, (the "PMCC Payments") and 
(b) with respect to the acquisition by PMCC from AMGAM of substantially all 
of the furniture, fixtures and equipment, including certain slot 
machines, formerly used in the operation of the Gold Shore Casino (the 
"FF&E Payments").

Pursuant to the Plan, each administrative and priority claim, as defined 
in the U.S. Bankruptcy Code (the "Code"), incurred in connection with 
the bankruptcy proceedings of AMGAM and AGRM would be paid in full from 
the respective estates of AMGAM and AGRM in accordance with statutory 
priorities pursuant to the Code. 

Pursuant to the Plan, each secured claim (excluding a first preferred 
ship mortgage (the "Ship Mortgage") held by Shamrock on the Gold Coast 
Barge) would be either paid in full from the sale of the related 
collateral or satisfied in full by abandoning the collateral to the 
secured creditor. 

Pursuant to the Plan, each unsecured claim, excluding any claims of the 
Registrant and Shamrock, ("Third Party Claims") would be paid from the 
assets of the respective estates of AMGAM and AGRM, including (a) the 
funds remaining in an escrow account for the benefit of the creditors of 
AMGAM and AGRM, (b) all FF&E Payments made since October 1, 1995, (c) an 
arrearage settlement payment of approximately $381,000 from PMCC, (d) a 
monthly payment of approximately $54,000 from the PMCC Payments (which 
total approximately $215,000 per month), retroactive to December 1, 1997 
and through April 15, 2000, (e) 25% of the net proceeds of a sale of the 
Gold Coast Barge, if any, and (f) a payment of $82,000, to be paid 
equally by the Registrant and Shamrock. Most Third Party Claims would be 
paid on a pro rata basis, however, certain Third Party Claims would only 
be paid after all other Third Party Claims are paid. 

Pursuant to the Plan, the Registrant's and Shamrock's unsecured claims 
and the Ship Mortgage (in the collective claimed amount of $33,000,000) 
would be paid from (a) an arrearage settlement payment of approximately 
$1,144,000 from PMCC, (b) a monthly payment of approximately $161,000 
from the PMCC Payments, retroactive to December 1, 1997 and through 
April 15, 2000, and (c) 75% of the net proceeds of a sale of the Gold 
Coast Barge, if any. As previously disclosed, the Registrant has entered 
into an agreement with Shamrock pursuant to which Shamrock will receive 
(a) 60% of any PMCC Payments, including the collective arrearage 
settlement payments from PMCC, and (b) 67.5% of any net proceeds from the 
sale of the Gold Coast Barge, if any, which amounts, collectively, will 
reduce the Registrant's indebtedness to Shamrock.
Pursuant to the Plan, all equity interests in AMGAM and AGRM would be 
canceled as of the effective date of the Plan.

The amounts to be paid to creditors would be subject to the claim 
allowance process in the AMGAM and AGRM bankruptcies, pursuant to which 
all allowed claim amounts, in the order set forth above, would be fixed 
for purposes of distributions under the Plan.

There can be no assurance that that the creditors in the AMGAM and AGRM 
bankruptcy proceedings will approve the Plan in accordance with the 
provisions of the Code or that the Plan will thereafter be confirmed by 
the Bankruptcy Court.

For further information regarding AMGAM, AGRM and the Registrant's 
investments in Mississippi, see the Registrant's Annual Report on Form 
10-KSB for the year ended December 31, 1997.
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the 
Registrant has duly caused this report to be signed on its behalf by the 
undersigned hereunto duly authorized.

                        American Gaming & Entertainment, Ltd.
                        ____________________________________
                        (Registrant)

DATE:     August 25, 1998

                    By:  J. DOUGLAS WELLINGTON
                         _______________________
                         J. DOUGLAS WELLINGTON
                         President and Chief Executive Officer and
                         Principal Accounting Officer