14



             SECURITIES AND EXCHANGE COMMISSION
                    Washington, DC 20549
                              
                              
                              
                   REGISTRATION STATEMENT
                         ON FORM S-8
                            UNDER
                 THE SECURITIES ACT OF 1933
                              
                              
              American Diversified Group, Inc.
   (Exact name of Registrant as specified in its charter)
                              
     Nevada                                      88-0292161
(State or other jurisdiction of                  (IRS employer
incorporation or organization)                    identification no.)

110 N. Center St., Suite 202                          28602
            Hickory, NC______                       (Zip Code)
                   ----------------------------------------
                   (Address of principal executive offices)
                              
                   Compensation and Consulting Agreements
                   --------------------------------------       
                              (full name of the plans)
                              
                              
                      Jerrold R. Hinton
                    American Diversified Group, Inc.
              110 North Center Street-Suite 202
                      Hickory, NC 28601
          (Name and address of agent for services)
                              
                              
                       (828) 322-2044
                       --------------
 (Telephone number, including area code, of agent for service)
                              
                              
Approximate Date of Commencement of Proposed Sales under the Plan: 
------------------------------------------------------------------
              As soon as practicable after this
          Registration Statement becomes effective
                              
                              
                  Total Number of Pages: 8
                  ------------------------
   Exhibit Index begins on sequentially numbered page: 14
                              
                              
                              
                              
                              
                              
                              
               CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>                              
                              
Title of                            Proposed           Proposed
Securities        Maximum           Maximum            Amount of
to be             Amount to be      Offering           Aggregate        Registration
Registered        Registered        Price per Share    Offering Price   Fee
<S>              <C>               <C>                <C>              <C>
_____________________________________________________________________________
Common Stock
par value $.001   12,125,000(1)     $.016 (2)          $194,000         $100.00

</TABLE
(1)  Represents  shares  issued and  common  stock  purchase
options  granted  pursuant  to  consulting  agreements   for
continued services by officers, directors, consultants,  and
counsel  to  the Registrant, including services  related  to
sales  and  marketing  of pharmaceutical--medical  products,
Internet   telephony  and  telecommunication  products   and
services, seeking joint ventures and potential acquisitions,
promotional services with respect to Registrant's  business,
establishment  of  international  e-commerce  and   Internet
business, and legal professional services, all the foregoing
in  furtherance  of  the Registrant's  business.  Additional
shares may be issued to the officers, directors, consultants
and   counsel  under  agreements  as  set  forth   in   this
Registration  Statement  plus such indeterminate  number  of
shares  pursuant to Rule 416 as may be issued in respect  to
stock    splits,   stock   dividends   and   other   similar
recapitalizations.

(2)  Estimated  solely for the purpose  of  calculating  the
registration fee, based on the average of the bid and  asked
price of the Registrant's Common Stock on March 29, 1999.


                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                           PART I
                              
     INFORMATION REQUIRED BY THE REGISTRATION STATEMENT
                              
Item 1.        Plan Information.

     American Diversified Group, Inc. (hereinafter "ADGI" or
the  "Registrant")  has heretofore entered  into  agreements
with  third  party  consultants,  officers,  directors   and
counsel  with  respect  to the issuance  of  shares  of  the
Registrant's common stock for services to the Registrant. In
consideration  for  increasing the scope of  the  continuing
services rendered and to be rendered to the Registrant until
such  time as the Registrant shall generate sufficient  cash
flow  from  operations in order to compensate its  officers,
directors,  consultants  and  counsel,  the  Registrant  has
prepared this Form S-8 registration statement to provide for
the issuance of shares, as described below.

      The  Registrant  has agreed to issue two  million  one
hundred  twenty-five  thousand  Shares  to  Emerging  Trends
Linkages  Corp., a New York corporation ("ETLC"),  inclusive
of  Shares  underlying a common stock purchase  option  (the
"Option") exercisable by ETLC to purchase two million Shares
("Option  Shares"), at an exercise price equal to the  lower
of  $1.00 or fifty percent of the closing bid price  on  the
date  of  notice  of the exercise of the Option.  The  above
issuance  and grant are pursuant to agreements for continued
services with respect to Registrant's generic pharmaceutical
sales  business, principally in West Africa, and  agreements
to  generate  sales for the Registrant in Brazil,  including
sales of dengue fever test kits.

      This  Registration Statement also provides that Thomas
J.  Craft,  Jr.,  Esq., who has served as  the  Registrant's
corporate  secretary,  a director and  full  time  corporate
securities  counsel,  three  million  Shares,  inclusive  of
Shares  underlying an Option exercisable  to  purchase  five
hundred  thousand Option Shares, at an exercise price  equal
to  the  lower of $1.00 or fifty percent of the closing  bid
price  on the date of notice of the exercise of the  Option.
This  consideration is for continuing services to Registrant
in  such capacities and for providing Mr. Craft's staff  and
consultants for the preparation and review of all  contracts
and agreements between the Registrant and all third parties.

      The  Registrant has agreed to issue to Higher  Ground,
Inc.,  a North Carolina corporation, for continued corporate
consulting services to the Registrant, two million Shares.

      This  Registration Statement also provides that Robert
Kuntz,  as  a  consultant  to the  Registrant,  two  million
Shares, inclusive of Shares underlying an Option exercisable
to  purchase one million Option Shares, at an exercise price
equal  to the lower of $1.00 or fifty percent of the closing
bid  price  on  the date of notice of the  exercise  of  the
Option.  Mr. Kuntz is providing consulting services  to  the
Registrant with respect to mergers, acquisitions  and  joint
ventures and other business proposals.

      In  addition, this registration statement provides for
the  issuance  of three million Shares to Global  Transmedia
Communications Corporation ("GTCC") in consideration for the
continued  expansion  on behalf of  the  Registrant  of  the
Internet  telephony business between the US,  Canada,  South
America and Asia.

Item 2.        Registrant Information and Employee Plan
Annual Information.

      The  Registrant shall provide the Consultants, without
charge,  upon  their written or oral request, the  documents
incorporated  reference  in  Item  3  of  Part  II  of  this
Registration  Statement. The Registrant shall  also  provide
the  Consultants without charge, upon their written or  oral
request,  with all other documents required to be  delivered
to  Consultants pursuant to Rule 428(b) under the  Act.  Any
and all such requests shall be directed to the Registrant at
110 North Center Street, Suite 202, Hickory, NC 28601.
                              
                           PART II
                              
       INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.        Incorporation of Documents by Reference.

      The following documents filed with the Securities  and
Exchange Commission are incorporated herein by reference:

      (a)  The Registrant's Annual Report on Form 10-KSB and
10-KSB/A for the year ended December 31, 1995, Annual Report
on  Form  10-KSB for the year ended December 31,  1996,  and
Registrant's  Annual Report on Form 10-KSB and 10-KSB/A  for
the  year ended December 31, 1997 filed pursuant to  Section
13  or  15(d)  of the Securities Exchange Act of  1934  (the
"Exchange Act").

      (b)  The Registrant's Quarterly Reports on Form 10-QSB
for  the  periods ended March 31, 1998, June  30,  1998  and
September 30, 1998 filed pursuant to Section 13 or 15(d)  of
the Exchange Act.

      (c)   A  description of the Registrant's common  stock
contained  in the exhibits to Registrant's Quarterly  Report
on Form 10-QSB for the three months ended March 31, 1995.

     (d)  All documents subsequently filed by the Registrant
pursuant to the Exchange Act prior to the filing of a  post-
effective amendment indicating that all such securities then
unsold, shall be deemed to be incorporated by reference into
this  Registration Statement and to be part hereof from  the
date of filing such documents.
                              
                              
                              
                              
Item 4.        Description of Securities.

      The  Registrant has authorized 350,000,000  shares  of
common stock, par value $.001 (the "Common Stock"), of which
242,512,560 are issued and outstanding, and 50,000 shares of
preferred  stock, series A (the "Series A Preferred"),  none
of which are issued.

      Holders  of Registrant's Common Stock are entitled  to
one  vote  per share on each matter submitted to a  vote  of
stockholders. Shares of Common Stock do not carry cumulative
voting rights and, therefore, holders of the majority of the
outstanding  shares of Common Stock are able  to  elect  the
entire  board  of  directors and, if they  do  so,  minority
stockholders would not be able to elect any members  of  the
board of directors. Holders of Common Stock are entitled  to
receive  such dividends as the board of directors  may  from
time to time declare out of funds legally available for  the
payment of dividends. During the last two fiscal years,  the
Registrant  has not paid cash dividends on its Common  Stock
and  does not anticipate that it will pay cash dividends  in
the foreseeable future.
                              
Item 5.        Interests of Named Experts and Counsel.

      Thomas  J. Craft, Jr., Esq., counsel to the Registrant
in  connection  with  the preparation of  this  Registration
Statement on Form S-8, is the record owner of seven  million
shares  of  Common Stock, an undetermined  number  of  which
shares will be beneficially owned by Mr. Craft's staff.

Item 6.        Indemnification of Officers and Directors.

           The  Registrant's  Articles of Incorporation,  as
amended,  By-laws and Nevada Revised Statutes indemnify  all
persons  so identified as being covered, including  officers
and directors, from personal liability as described below.

           The  Registrant's  Articles of Incorporation,  as
amended,   provide  that  the  Registrant's   officers   and
directors  shall not be personally liable to the  Registrant
or  its  stockholders  for monetary damages  for  breach  of
fiduciary duty as a director, except for liability: (I)  for
acts  or  omissions  which  involve intentional  misconduct,
fraud, or a knowing violation of law or (ii) for the payment
of  dividends in violation of Nevada Revised Statues 78.300.
The Nevada Revised Statues also limit the personal liability
of officers and directors under certain circumstances as set
forth below:

          "Section 78-751 of Nevada Revised Statues contains
provisions  relating to the indemnification of officers  and
directors.

          This section generally provides that a corporation
may  indemnify  any  person who was or is  a  party  to  any
threatened, pending or completed action, suit or proceeding,
whether  civil,  criminal, administrative or  investigative,
except  for an action by or in right of the corporation,  by
reason  of  the fact that he is or was a director,  officer,
employee or agent of the corporation. It must be shown  that
he  acted  in good faith and in a manner which he reasonably
deemed to be in or not opposed to the best interests of  the
corporation. Generally, no indemnification may be made where
the person has been determined to be negligent or guilty  of
misconduct in the performance of his duty to the corporation
" See Item 9(e) (ii) below:

Item 7.        Exemption From Registration Claimed.

          Not applicable

Item 8.        Exhibits:

           Pursuant  to Item 601 of Rule S-K, the  following
Exhibits are annexed hereto:

     Exhibit 5 Opinion of Thomas J. Craft, Jr., Esq.

      Exhibit  23     Consent of Thomas J. Craft, Jr.,  Esq.
(Contained in the Opinion)

      Exhibit  23.1   Consent of Grant-Schwartz  Associates,
Certified Public Accountants

Item 9.        Undertakings:

     The undersigned Registrants hereby undertakes:

           (a)  To  include  any material  information  with
respect to the plan of distribution not previously disclosed
in the Registration Statement or any material change to such
information in the Registration Statement.

           (b) To file, during any period in which offers or
sales  are  being made, a post-effective amendment  to  this
Registration Statement.

           (c)  That  for  the  purpose of  determining  any
liability under the Securities Act of 1933, as amended, each
such  post-effective amendment shall be deemed to be  a  new
Registration  Statement relating to the  securities  offered
therein,  and the offering of such securities at  that  time
shall  be  deemed  to  be  the initial  bona  fide  offering
thereof.

          (d) To remove from registration by means of a post-
effective  amendment any of the securities being  registered
which remain unsold at the termination of the offering.

            (e)(i)   The   undersigned   Registrant   hereby
undertakes  that,  for  the  purposes  of  determining   any
liability under the Securities Act of 1933, as amended, each
filing of the Registrant's Annual Report pursuant to Section
13(a)  or  Section 15(d) of the Securities Exchange  Act  of
1934  (and,  where applicable, each filing  of  an  employee
benefit  plan's annual report pursuant to Section  15(d)  of
the Securities Exchange Act of 1934) that is incorporated by
reference  in the Registration Statement shall be deemed  to
be  a  new Registration Statement relating to the securities
offered therein, and the offering of such securities at that
time  shall  be deemed to be the initial bona fide  offering
thereof.

          (e)(ii) Insofar as indemnification for liabilities
arising under the Securities Act of 1933, as amended, may be
permitted to directors, officers, and controlling persons of
the  Registrant  pursuant  to the foregoing  provisions,  or
otherwise,  the  Registrant has been  advised  that  in  the
opinion  of  the  Securities and  Exchange  Commission  such
indemnification is against public policy as expressed in the
Act  and is, therefore, unenforceable. In the event  that  a
claim  against such liabilities (other than payment  by  the
Registrant  of  expenses  paid or incurred  by  a  director,
officer  or  controlling person of  the  Registrant  in  the
successful  defense of any action, suit  or  proceeding)  is
asserted by such director, officer or controlling person  in
connection   with  the  securities  being  registered,   the
Registrant  will, unless in the opinion of its  counsel  the
matter has been settled by controlling precedent, submit  to
a  court  of  appropriate jurisdiction the question  whether
such  indemnification  by  it is against  public  policy  as
expressed  in  the  Act and will be governed  by  the  final
adjudication of such issue.
                              
                         EXHIBIT INDEX

EXHIBIT NUMBER                ITEM

     5         Opinion of Thomas J. Craft, Jr., Esq.

      23       Consent  of  Thomas  J.  Craft,  Jr.,  Esq.
               (Contained in Opinion)

       23.1    Consent  of  Grant-Schwartz,  Associates,
               Certified Public  Accountant




                              









                          EXHIBIT 5
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                 Thomas J. Craft, Jr., Esq.
                 11000 Prosperity Farms Road
                          Suite 302
                Palm Beach Gardens, FL 33410
                       (561) 691-1998
                              
                              
                                      March 30, 1999
                              
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549


                    Re:  American Diversified Group, Inc.
                         Registration Statement on Form S-8

Gentlemen:

      I  have been requested by American Diversified  Group,
Inc.  (the "Registrant") to furnish an opinion as to matters
hereinafter  set  forth in connection with the  registration
statement on Form S-8 under the Securities Act of  1933,  as
amended  (the "Act"), covering a total of 12,125,000  shares
of common stock, inclusive of shares underlying common stock
purchase  options, which shares and option shares are  being
issued for services to the Registrant.

      In  connection with this opinion, I have reviewed  the
filings of the Registrant incorporated by reference in  this
registration  statement,  and  have  determined   that   the
Registrant  is  current in its reporting requirements  under
the   Securities  Exchange  Act  or  1934.  I  have  further
determined that the shares have been legally issued, and the
shares  underlying  the options, when  exercised,  shall  be
fully  paid  and  non-assessable shares of  the  Registrant.
Further, the Registrant has duly authorized the issuance  of
the shares and the filing of this registration statement  on
Form S-8 under the Act.

      I  hereby consent to the inclusion of this opinion  in
the registration statement on Form S-8 being duly filed with
the Securities and Exchange Commission.


                                   Very truly yours,


                                   /s/ Thomas J. Craft, Esq.
                                   Thomas J. Craft

                              

                              
                              
                              
                              
                              
                              
                              
                              
                              
                         EXHIBIT 23
              (Contained in Opinion-Exhibit 5)
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                              
                        EXHIBIT 23.1
                              
                              
                              
                              
                              


                        EXHIBIT 23.1
                              
                              
     CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT

We  previously issued our report, accompanying the financial
statements,  incorporated  herein  by  reference,   of   the
Registrant  in  its Annual Report on Form 10-KSB/A  for  the
fiscal  year ended December 31, 1997. We hereby  consent  to
the  incorporation  by  reference  of  said  report  in  the
Registration  Statement on Form S-8  being  filed  with  the
Securities and Exchange Commission by the Registrant.




                    /s/ Grant-Schwartz Associates, Certified
                        Public Accountants
                        GRANT-SCHWARTZ, ASSOCIATES, CPA's







March 29, 1999

                              

                              
                         SIGNATURES
                              

      Pursuant to the requirements of the Securities Act  of
1933,  as  amended,  the Registrant certifies  that  it  has
reasonable  grounds  to believe that it  meets  all  of  the
requirements for filing on Form S-8 and has duly caused this
Registration  Statement to be signed on its  behalf  by  the
undersigned,  thereunto  duly authorized,  in  the  City  of
Hickory, State of North Carolina, on the 29th day of  March,
1999.


                                   /s/ Jerrold R. Hinton
                                   By: Jerrold R. Hinton
                                   Title: President, Chief Executive
                                   Officer and Director
                              
                              

      Pursuant to the requirements of the Securities Act  of
1933, as amended, the Registration Statement has been signed
by  the following persons in the capacities and on the  date
indicated

                              
Dated:    Hickory, NC
          March 29, 1999

                                     /s/ Jerrold R. Hinton
                                         By: Jerrold R. Hinton,
                                         Title: President, Chief
                                         Executive Officer and Director
                              


                                     /s/ Thomas J. Craft, Jr.
                                         By: Thomas J. Craft, Jr.
                                         Title: Secretary and Director







                              


</TABLE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 24088}]
{"company-data": {"conformed-name": "AMERICAN DIVERSIFIED GROUP INC", "cik": "0000919742", "assigned-sic": "3714", "irs-number": "880292161", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-75309", "film-number": "99580656"}, "business-address": {"street1": "110 NORTH CENTER STREET SUITE 202", "street2": "SUITE 202", "city": "HICKORY", "state": "NC", "zip": "28602", "phone": "7043222044"}, "mail-address": {"street1": "2421 N CENTER ST", "street2": "SUITE 177", "city": "HICKORY", "state": "NC", "zip": "28601"}, "former-company": {"former-conformed-name": "TERA WEST VENTURES INC", "date-changed": "19940303"}}
14

             SECURITIES AND EXCHANGE COMMISSION
                    Washington, DC 20549
                              
                              
                              
                   REGISTRATION STATEMENT
                         ON FORM S-8
                            UNDER
                 THE SECURITIES ACT OF 1933
                              
                              
              American Diversified Group, Inc.
   (Exact name of Registrant as specified in its charter)
                              
     Nevada                                      88-0292161
(State or other jurisdiction of                  (IRS employer
incorporation or organization)                    identification no.)

110 N. Center St., Suite 202                          28602
            Hickory, NC______                       (Zip Code)
                   ----------------------------------------
                   (Address of principal executive offices)
                              
                   Compensation and Consulting Agreements
                   --------------------------------------       
                              (full name of the plans)
                              
                              
                      Jerrold R. Hinton
                    American Diversified Group, Inc.
              110 North Center Street-Suite 202
                      Hickory, NC 28601
          (Name and address of agent for services)
                              
                              
                       (828) 322-2044
                       --------------
 (Telephone number, including area code, of agent for service)
                              
                              
Approximate Date of Commencement of Proposed Sales under the Plan: 
------------------------------------------------------------------
              As soon as practicable after this
          Registration Statement becomes effective
                              
                              
                  Total Number of Pages: 8
                  ------------------------
   Exhibit Index begins on sequentially numbered page: 14
                              
                              
                              
                              
                              
                              
                              
               CALCULATION OF REGISTRATION FEE
Title of                            Proposed           Proposed
Securities        Maximum           Maximum            Amount of
to be             Amount to be      Offering           Aggregate        Registration
Registered        Registered        Price per Share    Offering Price   Fee
_____________________________________________________________________________
Common Stock
par value $.001   12,125,000(1)     $.016 (2)          $194,000         $100.00