<PAGE 1>

                    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): November 23, 1999

                  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.)


           51 Beech Road, Glen Rock, New Jersey 07452
_______________________________________________________________________
            (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)





<PAGE 2>

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

Item 2.  Acquisition or Disposition of Assets

In accordance with a Letter Agreement dated November 23, 1999 between
the Company and Shamrock Holdings Group, Inc. (and respective
affiliated entities) (the "Letter Agreement"), the Company has agreed
to transfer to Shamrock (a) substantially all of the Company's right,
title and interest (the "Mississippi Interest") under the First Amended
Joint Plan of Liquidation (the "Mississippi Plan") for AMGAM Associates
("AMGAM") and American Gaming and Resorts of Mississippi, Inc. ("AGRM")
and (b) all payments, distributions, dividends and proceeds of any type
to which the Company is entitled pursuant to or in connection with an
Irrevocable Proxy and Consent Agreement relating to the Company's 4.9%
interest in a riverboat gaming and entertainment complex in Rising Sun,
Indiana (the "RSR Interest") (collectively, the "Transferred Assets").
The Transferred Assets constitute substantially all of the assets of
the Company. As of September 30, 1999, the Company was indebted to
Shamrock in the amount of approximately $63,145,000. As of September
30, 1999, the amount of the Transferred Assets was approximately
$10,062,000. The transfer of the Transferred Assets will reduce the
Company's indebtedness to Shamrock. The Company shall retain sufficient
cash as to have $464,000 as of January 1, 2000, less legal retainers
plus accounts payable incurred in the ordinary course of business to
bona fide third parties and mutually agreed upon by the Company and
Shamrock. Such retained amount represents the Company's budgeted costs
through January 31, 2001. As of January 31, 2001, after paying any and
all outstanding expenses, the Company would transfer all remaining cash
to Shamrock.

In accordance with the Letter Agreement, the Company and Shamrock will
execute a security interest in the RSR Interest in exchange for
Shamrock agreeing to forebear from the exercise of any rights or
remedies in respect of all obligations owing by the Company to
Shamrock.

Pursuant to the Letter Agreement, Shamrock shall release the Company
from all debts and liabilities in excess of the amount of the
Transferred Assets, and shall cause the dismissal with prejudice of the
adversary proceeding captioned Richard C. Breeden, Trustee of the
Bennett Funding Group, Inc. et al v. Gamma International, American
Gaming & Entertainment, Ltd. and John Does 1 to 100 (AP 98-70465 A)
(United States Bankruptcy Court for the Northern District of New York).


<PAGE 3>

Shamrock and its affiliates shall waive all accrued dividends, whether
declared or undeclared, on the Series C Stock and Series D Stock.
Although undeclared dividends do not constitute legal obligations of
the Company, the Company accrued for such dividends because, under the
terms of the Series C Cumulative Preferred Stock ("Series C Stock") and
the Series D Cumulative Preferred Stock ("Series D Stock"), dividends
are cumulative whether or not declared and the Company was prohibited
from paying dividends on, purchasing or redeeming any of its Series A
Preferred Stock ("Series A Stock") or Common Stock so long as any such
cumulated dividends were unpaid. Shamrock and its affiliates shall
waive any future dividends on such preferred stock so long as Shamrock
or its affiliates own such preferred stock, provided, however, that if
the Company declares any dividends on its Common Stock or redeems any
of its Common Stock or Series A Stock, other than Common Stock or
Series A Stock owned by Shamrock and its affiliates, then the holders
of Series C Stock and Series D Stock shall be entitled to participate
in such dividend or redemption on the same basis as if such Series C
Stock and Series D Stock had been converted into Common Stock in
accordance with the terms of such Series C Stock and Series D Stock.
All other provisions of the Series C Stock and Series D Stock shall
remain in effect, including, without limitation, provisions regarding
voting and conversion.

The Company shall release Shamrock from all debts and liabilities and
shall withdraw all claims in the bankruptcy cases of Shamrock and
Bennett Funding Group, Inc. et al. The Company shall endeavor to find a
buyer of its stock and/or remaining assets during the term ending
January 31, 2001.

Mr. J. Douglas Wellington, the President and Chief Executive Officer of
the Company, shall continue his employment with the Company through the
term ending January 31, 2001 at an annual compensation of $125,000. At
the end of such term, assuming that there has been no intervening
voluntary bankruptcy filing by the Company without Shamrock's consent
and assuming that the provisions of the Letter Agreement and Mr.
Wellington's employment contract are met, Mr. Wellington shall be
entitled to a severance payment of $125,000 from a reserve account set
aside and controlled by Shamrock.

The Letter Agreement shall be effective upon the approval of the United
States Bankruptcy Court for the Northern District of New York and, if
necessary, the mailing of an Information Statement to the stockholders
of the Company. A copy of the Letter Agreement, pursuant to which the
Company is transferring the Transferred Assets to Shamrock, is attached
hereto as Exhibit 10.28.


<PAGE 4>

Item 5.  Other Events

On November 19, 1999, the Company's Board of Directors voted to approve
an amendment to the Company's Restated Certificate of Incorporation
increasing the number of authorized shares of Common Stock to
3,000,000,000 shares (the "Authorized Share Amendment"). Shamrock and
its affiliates own all of the Company's outstanding Series C Stock,
Series D Stock and Series E Preferred Stock ("Series E Stock"),
convertible as of September 30, 1999 into 1,063,129,442 shares of
Common Stock. The Company does not have a sufficient number of
authorized shares of Common Stock to enable the conversion of all of
the Series C Stock, the Series D Stock and the Series E Stock. As of
the date of the date hereof, Shamrock and its affiliates have not
asserted any rights they may have against the Company for the Company's
failure to maintain a sufficient number of authorized shares of Common
Stock to enable the Shamrock and its affiliates to convert all of the
Series C Stock, the Series D Stock and the Series E Stock. As a result
of the Authorized Share Amendment, the Company anticipates having a
sufficient number of authorized shares of Common Stock to enable the
Shamrock and its affiliates to convert all of the Series C Stock, the
Series D Stock and the Series E Stock through January 31, 2001.

As discussed above in Item 2, Shamrock and its affiliates have agreed
to waive all accrued dividends, whether declared or undeclared, on the
Series C Stock and Series D Stock. On November 19, 1999, the Company's
Board of Directors voted to approve an amendment to the Company's
Restated Certificate of Incorporation to provide that if the Company
declares any dividends on its Common Stock or redeems any of its Common
Stock or Series A Stock, other than Common Stock or Series A Stock,
then the holders of Series C Stock and Series D Stock shall be entitled
to participate in such dividend or redemption on the same basis as if
such Series C Stock and Series D Stock had been converted into Common
Stock in accordance with the terms of such Series C Stock and Series D
Stock (the "Dividend Amendment").

The Authorized Share Amendment and Dividend Amendment shall be
effective upon the mailing of an Information Statement to the
stockholders of the Company.

On November 19, 1999, the Company's Board of Directors voted to amend
the Mr. Wellington's employment agreement, effective January 1, 2000,
to incorporate the terms of his employment set forth in the Letter
Agreement, as discussed above in Item 2.

The Company's Board of Directors currently consists of Mr. William R.
Rafferty and Mr. Wellington. Mr. Rafferty has advised the Company's
Board of Directors that he is resigning effective December 31, 1999.


<PAGE 5>

Item 7.     Financial Statements and Exhibits

(a)     Exhibits

Exhibit Number   Description
______________   ___________

10.28            Letter Agreement dated November 23, 1999, by and
                 between Shamrock Holdings Group, Inc., Bennett Funding
                 Group, Inc., American Gaming & Entertainment, Ltd.,
                 Emerald Gaming, Inc., AMGAM Associates and American
                 Gaming and Resorts of Mississippi, Inc.

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:     December 1, 1999

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


<PAGE 6>

EXHIBIT INDEX

Exhibit Number     Description                                     Page
______________     ___________                                     ____

10.28              Letter Agreement dated November 23, 1999, by and   7
                   between Shamrock Holdings Group, Inc., Bennett
                   Funding Group, Inc., American Gaming &
                   Entertainment, Ltd., Emerald Gaming, Inc., AMGAM
                   Associates and American Gaming and Resorts of
                   Mississippi, Inc.
[{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 11343}]
{"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": "99767691"}, "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): November 23, 1999

                  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.)

           51 Beech Road, Glen Rock, New Jersey 07452
_______________________________________________________________________
            (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)
American Gaming & Entertainment, Ltd.
SEC Form 8-K

Item 2.  Acquisition or Disposition of Assets

In accordance with a Letter Agreement dated November 23, 1999 between
the Company and Shamrock Holdings Group, Inc. (and respective
affiliated entities) (the "Letter Agreement"), the Company has agreed
to transfer to Shamrock (a) substantially all of the Company's right,
title and interest (the "Mississippi Interest") under the First Amended
Joint Plan of Liquidation (the "Mississippi Plan") for AMGAM Associates
("AMGAM") and American Gaming and Resorts of Mississippi, Inc. ("AGRM")
and (b) all payments, distributions, dividends and proceeds of any type
to which the Company is entitled pursuant to or in connection with an
Irrevocable Proxy and Consent Agreement relating to the Company's 4.9%
interest in a riverboat gaming and entertainment complex in Rising Sun,
Indiana (the "RSR Interest") (collectively, the "Transferred Assets").
The Transferred Assets constitute substantially all of the assets of
the Company. As of September 30, 1999, the Company was indebted to
Shamrock in the amount of approximately $63,145,000. As of September
30, 1999, the amount of the Transferred Assets was approximately
$10,062,000. The transfer of the Transferred Assets will reduce the
Company's indebtedness to Shamrock. The Company shall retain sufficient
cash as to have $464,000 as of January 1, 2000, less legal retainers
plus accounts payable incurred in the ordinary course of business to
bona fide third parties and mutually agreed upon by the Company and
Shamrock. Such retained amount represents the Company's budgeted costs
through January 31, 2001. As of January 31, 2001, after paying any and
all outstanding expenses, the Company would transfer all remaining cash
to Shamrock.

In accordance with the Letter Agreement, the Company and Shamrock will
execute a security interest in the RSR Interest in exchange for
Shamrock agreeing to forebear from the exercise of any rights or
remedies in respect of all obligations owing by the Company to
Shamrock.

Pursuant to the Letter Agreement, Shamrock shall release the Company
from all debts and liabilities in excess of the amount of the
Transferred Assets, and shall cause the dismissal with prejudice of the
adversary proceeding captioned Richard C. Breeden, Trustee of the
Bennett Funding Group, Inc. et al v. Gamma International, American
Gaming & Entertainment, Ltd. and John Does 1 to 100 (AP 98-70465 A)
(United States Bankruptcy Court for the Northern District of New York).
Shamrock and its affiliates shall waive all accrued dividends, whether
declared or undeclared, on the Series C Stock and Series D Stock.
Although undeclared dividends do not constitute legal obligations of
the Company, the Company accrued for such dividends because, under the
terms of the Series C Cumulative Preferred Stock ("Series C Stock") and
the Series D Cumulative Preferred Stock ("Series D Stock"), dividends
are cumulative whether or not declared and the Company was prohibited
from paying dividends on, purchasing or redeeming any of its Series A
Preferred Stock ("Series A Stock") or Common Stock so long as any such
cumulated dividends were unpaid. Shamrock and its affiliates shall
waive any future dividends on such preferred stock so long as Shamrock
or its affiliates own such preferred stock, provided, however, that if
the Company declares any dividends on its Common Stock or redeems any
of its Common Stock or Series A Stock, other than Common Stock or
Series A Stock owned by Shamrock and its affiliates, then the holders
of Series C Stock and Series D Stock shall be entitled to participate
in such dividend or redemption on the same basis as if such Series C
Stock and Series D Stock had been converted into Common Stock in
accordance with the terms of such Series C Stock and Series D Stock.
All other provisions of the Series C Stock and Series D Stock shall
remain in effect, including, without limitation, provisions regarding
voting and conversion.

The Company shall release Shamrock from all debts and liabilities and
shall withdraw all claims in the bankruptcy cases of Shamrock and
Bennett Funding Group, Inc. et al. The Company shall endeavor to find a
buyer of its stock and/or remaining assets during the term ending
January 31, 2001.

Mr. J. Douglas Wellington, the President and Chief Executive Officer of
the Company, shall continue his employment with the Company through the
term ending January 31, 2001 at an annual compensation of $125,000. At
the end of such term, assuming that there has been no intervening
voluntary bankruptcy filing by the Company without Shamrock's consent
and assuming that the provisions of the Letter Agreement and Mr.
Wellington's employment contract are met, Mr. Wellington shall be
entitled to a severance payment of $125,000 from a reserve account set
aside and controlled by Shamrock.

The Letter Agreement shall be effective upon the approval of the United
States Bankruptcy Court for the Northern District of New York and, if
necessary, the mailing of an Information Statement to the stockholders
of the Company. A copy of the Letter Agreement, pursuant to which the
Company is transferring the Transferred Assets to Shamrock, is attached
hereto as Exhibit 10.28.
Item 5.  Other Events

On November 19, 1999, the Company's Board of Directors voted to approve
an amendment to the Company's Restated Certificate of Incorporation
increasing the number of authorized shares of Common Stock to
3,000,000,000 shares (the "Authorized Share Amendment"). Shamrock and
its affiliates own all of the Company's outstanding Series C Stock,
Series D Stock and Series E Preferred Stock ("Series E Stock"),
convertible as of September 30, 1999 into 1,063,129,442 shares of
Common Stock. The Company does not have a sufficient number of
authorized shares of Common Stock to enable the conversion of all of
the Series C Stock, the Series D Stock and the Series E Stock. As of
the date of the date hereof, Shamrock and its affiliates have not
asserted any rights they may have against the Company for the Company's
failure to maintain a sufficient number of authorized shares of Common
Stock to enable the Shamrock and its affiliates to convert all of the
Series C Stock, the Series D Stock and the Series E Stock. As a result
of the Authorized Share Amendment, the Company anticipates having a
sufficient number of authorized shares of Common Stock to enable the
Shamrock and its affiliates to convert all of the Series C Stock, the
Series D Stock and the Series E Stock through January 31, 2001.

As discussed above in Item 2, Shamrock and its affiliates have agreed
to waive all accrued dividends, whether declared or undeclared, on the
Series C Stock and Series D Stock. On November 19, 1999, the Company's
Board of Directors voted to approve an amendment to the Company's
Restated Certificate of Incorporation to provide that if the Company
declares any dividends on its Common Stock or redeems any of its Common
Stock or Series A Stock, other than Common Stock or Series A Stock,
then the holders of Series C Stock and Series D Stock shall be entitled
to participate in such dividend or redemption on the same basis as if
such Series C Stock and Series D Stock had been converted into Common
Stock in accordance with the terms of such Series C Stock and Series D
Stock (the "Dividend Amendment").

The Authorized Share Amendment and Dividend Amendment shall be
effective upon the mailing of an Information Statement to the
stockholders of the Company.

On November 19, 1999, the Company's Board of Directors voted to amend
the Mr. Wellington's employment agreement, effective January 1, 2000,
to incorporate the terms of his employment set forth in the Letter
Agreement, as discussed above in Item 2.

The Company's Board of Directors currently consists of Mr. William R.
Rafferty and Mr. Wellington. Mr. Rafferty has advised the Company's
Board of Directors that he is resigning effective December 31, 1999.
Item 7.     Financial Statements and Exhibits

(a)     Exhibits

Exhibit Number   Description
______________   ___________

10.28            Letter Agreement dated November 23, 1999, by and
                 between Shamrock Holdings Group, Inc., Bennett Funding
                 Group, Inc., American Gaming & Entertainment, Ltd.,
                 Emerald Gaming, Inc., AMGAM Associates and American
                 Gaming and Resorts of Mississippi, Inc.

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:     December 1, 1999

                               By:    J. DOUGLAS WELLINGTON
                                   ______________________________
                                      J. DOUGLAS WELLINGTON
                                      President and Chief Executive
                                      Officer and Principal Accounting
                                      Officer
EXHIBIT INDEX

Exhibit Number     Description                                     Page
______________     ___________                                     ____

10.28              Letter Agreement dated November 23, 1999, by and   7
                   between Shamrock Holdings Group, Inc., Bennett
                   Funding Group, Inc., American Gaming &
                   Entertainment, Ltd., Emerald Gaming, Inc., AMGAM
                   Associates and American Gaming and Resorts of
                   Mississippi, Inc.