UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                               -----------------

                         FORM S-8 REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                              ------------------

                         AMERICAN COMMUNICATIONS ENTERPRISES, INC.
                   (Exact Name of Registrant as Specified in its Charter)

State of Nevada               7103 Pine Bluffs Trail        74-2897368
                                 Austin,  TX 78729

(State or Other               (Address, including zip       (I.R.S. Employer
Jurisdiction of               code of principal             Identification
Incorporation or              executive office)             Number)
Organization)

                    American Communications Enterprises, Inc.
                                 2000 Stock Plan
                           (Full title of the plan)

                                 DAIN L. SCHULT

                    American Communications Enterprises, Inc.
                             7103 Pine Bluffs Trail
                                Austin, TX 78729
                                (512) 249-2344

                           (Name, address, and telephone number,
                                   of agent for service)
                                  ------------------

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

Title of                Amount      Proposed Maximum  Proposed Maximum        Amount of
Securities to           to be       Offering Price    Aggregate Offering      Registration
be Registered           Registered  Per Share         Price                   Fee
<S>                     <C>         <C>               <C>                     <C>

Common Stock            6,000,000   $0.11             $660,000                $194.70
                        shares
</TABLE>

                  Approximate  date of proposed  sales  pursuant to the plan: As
        soon as practicable after this Registration Statement becomes effective.




                                       1
<PAGE>




                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
------------------------------------------------

      The  following  documents  filed by the Company  with the  Commission  are
incorporated herein by reference:

(a)         The Company's  Annual Report on Form 10-KSB for the year ended
            December 31, 1999.

(b)         The  Company's  Quarterly  Reports on Forms  10-QSB for the quarters
            ended March 31 and June 30, 2000.

(c)         The Company's Current Report on Form 8-K filed March 31, 2000.

      All  documents  subsequently  filed by the  Company  pursuant  to Sections
13(a),  13(c),  14 and  15(d)  of the  Exchange  Act  prior to the  filing  of a
post-effective  amendment that  indicates that all securities  offered have been
sold, or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference  herein and to be a part hereof from the date of
the filing of such documents.

Item 4.  Description of Securities.
----------------------------------

      The Company is authorized to issue  30,000,000  shares of common stock, no
par value per share, of which 18,487,888 shares are issued and outstanding as of
the date  hereof.  The  outstanding  shares of common  stock are fully  paid and
non-assessable.  The holders of common  stock are entitled to one vote per share
for the election of directors and with respect to all other matters submitted to
a vote of  stockholders.  Shares of common stock do not have  cumulative  voting
rights,  which means that the holders of more than 50% of such shares voting for
the election of directors  can elect 100% of the  directors if they choose to do
so. The Company's common stock does not have preemptive rights, meaning that the
common  shareholders'  ownership  interest  in the  Company  would be diluted if
additional  shares of common  stock are  subsequently  issued,  and the existing
shareholders  are not granted the right to maintain their ownership  interest in
the Company.  Upon any  liquidation,  dissolution or  winding-up,  the Company's
assets,  after  the  payment  of  debts  and  liabilities  and  any  liquidation
preferences  of, and unpaid  dividends  on,  any class of  preferred  stock then
outstanding,  will be  distributed  pro-rata to the holders of the common stock.
The holders of the common stock do not have  preemptive or conversion  rights to
subscribe for any other  securities  and have no right to require the Company to
redeem or purchase  their  shares.  The holders of Common  Stock are entitled to
share equally in dividends,  if, as and when declared by the Board of Directors,
out of funds legally available therefor,  subject to the priorities given to any
class of preferred stock which may be issued.


                                       2
<PAGE>



      To date, The Company has not paid any dividends. The payment of dividends,
if any, on the common stock in the future is within the sole  discretion  of the
Board  of  Directors  and  will  depend  upon  earnings,  capital  requirements,
financial condition, and other relevant factors. The Board of Directors does not
intend to declare any dividends on the common stock in the  foreseeable  future,
but  instead  intends  to  retain  all  earnings,  if any,  for use in  business
operations.

      The Company uses  Signature  Stock  Transfer,  Inc., in Dallas,  Texas as
its transfer agent for the common stock.

Item 6.  Indemnification of Directors and Officers.
--------------------------------------------------

      The  Company's  Articles  of  Incorporation  eliminate  liability  of  its
directors  and  officers  for  breaches of  fiduciary  duties as  directors  and
officers, except to the extent otherwise required by the Nevada Revised Statutes
and  where  the  breach  involves  intentional  misconduct,  fraud or a  knowing
violation of the law.

      Section  78.7502 of the Nevada Revised  Statutes  contains  provisions for
indemnification  of officers and directors of the Company and, in certain cases,
employees  and  other  persons.  Each such  person  will be  indemnified  in any
proceeding  if such person acted in good faith and in a manner which such person
reasonably  believed  to be in, or not  opposed  to, the best  interests  of the
Company, and, with respect to any criminal action or proceeding, had no cause to
believe  his  conduct  was  unlawful.   Indemnification  would  cover  expenses,
including  attorneys' fees,  judgments,  fines and amounts paid or to be paid in
settlement.

Item 8.  Exhibits.
-----------------

      5           Opinion re legality

      23.1        Consent of Independent Certified Public Accountants

      23.2        Consent of Legal Counsel (included as part of Exhibit 5)

      24          Powers of Attorney

Item 9.  Undertakings.
---------------------

A.    Undertakings Relating to Delayed or Continuous Offerings of
      Securities

      (1) The  undersigned  registrant  hereby  undertakes  to file,  during any
period in which  offers or sales are being made, a  post-effective  amendment to
this registration  statement 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.


                                       3
<PAGE>



      (2) The undersigned  registrant hereby undertakes that, for the purpose of
determining   any  liability  under  the  Securities  Act  of  1933,  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.

      (3)  The  undersigned   registrant   hereby   undertakes  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.

B.    Undertaking Relating to the Incorporation of Certain Documents
      by Reference

      The  undersigned  registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to section  13(a) or 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.

C.    Undertaking Relating to the Incorporation of Annual Report to Stockholders

      The  undersigned  registrant  hereby  undertakes to deliver or cause to be
delivered with the prospectus,  to each person to whom the prospectus is sent or
given,  the latest annual report to  security-holders  that is  incorporated  by
reference  in  the  prospectus  and  furnished   pursuant  to  and  meeting  the
requirements  of Rule 14a-3 or Rule 14c-3 under the  Securities  Exchange Act of
1934;  and,  where  interim  financial  information  required to be presented by
Article 3 of Regulation S-X is not set forth in the prospectus,  to deliver,  or
cause to be  delivered to each person to whom the  prospectus  is sent or given,
the latest  quarterly  report that is specifically  incorporated by reference in
the prospectus to provide such interim financial information.

D.    Undertaking Relating to Registration Statement on Form S-8

      Insofar as  indemnification  for liabilities  arising under the Securities
Act of 1933 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 for indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid 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.




                                       4
<PAGE>




                                  SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, 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, on October _13__, 2000.

                                          AMERICAN COMMUNICATIONS
                                            ENTERPRISES, INC.

                                          By:
                                             Dain L. Schult, President

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

      SIGNATURE                     TITLE                          DATE

/s/ Dain L. Schult              Director, Chief               October_13_, 2000
Dain L. Schult                  Executive Officer

______*___________              Director, Chief Financial     October_13_, 2000
Robert E. Ringle                and Accounting Officer


                        * By:____Dain L. Schult____________________
                                Attorney in Fact




                                       5
<PAGE>




                                  EXHIBIT INDEX

Exhibit

Number                              Title

    5                      Opinion re legality

  23.1                     Consent of Independent Certified Public Accountants

  23.2                     Consent of Legal Counsel (included as
                           part of Exhibit 5)

  24                       Power of Attorney




                                       6
<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 12957}]
{"company-data": {"conformed-name": "AMERICAN COMMUNICATIONS ENTERPRISES INC", "cik": "0001077183", "assigned-sic": "3663", "irs-number": "742897368", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-47884", "film-number": "739462"}, "business-address": {"street1": "7103 PINE BLUFFS TRAIL", "city": "AUSTIN", "state": "TX", "zip": "78729", "phone": "5122492344"}, "mail-address": {"street1": "7103 PINE BLUFFS TRAIL", "city": "AUSTIN", "state": "TX", "zip": "78729"}}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                               -----------------

                         FORM S-8 REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                              ------------------

                         AMERICAN COMMUNICATIONS ENTERPRISES, INC.
                   (Exact Name of Registrant as Specified in its Charter)

State of Nevada               7103 Pine Bluffs Trail        74-2897368
                                 Austin,  TX 78729

(State or Other               (Address, including zip       (I.R.S. Employer
Jurisdiction of               code of principal             Identification
Incorporation or              executive office)             Number)
Organization)

                    American Communications Enterprises, Inc.
                                 2000 Stock Plan
                           (Full title of the plan)

                                 DAIN L. SCHULT

                    American Communications Enterprises, Inc.
                             7103 Pine Bluffs Trail
                                Austin, TX 78729
                                (512) 249-2344

                           (Name, address, and telephone number,
                                   of agent for service)
                                  ------------------

                         CALCULATION OF REGISTRATION FEE
Title of                Amount      Proposed Maximum  Proposed Maximum        Amount of
Securities to           to be       Offering Price    Aggregate Offering      Registration
be Registered           Registered  Per Share         Price                   Fee
Common Stock            6,000,000   $0.11             $660,000                $194.70
                        shares
Approximate  date of proposed  sales  pursuant to the plan: As
        soon as practicable after this Registration Statement becomes effective.

                                       1
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
------------------------------------------------

      The  following  documents  filed by the Company  with the  Commission  are
incorporated herein by reference:

(a)         The Company's  Annual Report on Form 10-KSB for the year ended
            December 31, 1999.

(b)         The  Company's  Quarterly  Reports on Forms  10-QSB for the quarters
            ended March 31 and June 30, 2000.

(c)         The Company's Current Report on Form 8-K filed March 31, 2000.

      All  documents  subsequently  filed by the  Company  pursuant  to Sections
13(a),  13(c),  14 and  15(d)  of the  Exchange  Act  prior to the  filing  of a
post-effective  amendment that  indicates that all securities  offered have been
sold, or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference  herein and to be a part hereof from the date of
the filing of such documents.

Item 4.  Description of Securities.
----------------------------------

      The Company is authorized to issue  30,000,000  shares of common stock, no
par value per share, of which 18,487,888 shares are issued and outstanding as of
the date  hereof.  The  outstanding  shares of common  stock are fully  paid and
non-assessable.  The holders of common  stock are entitled to one vote per share
for the election of directors and with respect to all other matters submitted to
a vote of  stockholders.  Shares of common stock do not have  cumulative  voting
rights,  which means that the holders of more than 50% of such shares voting for
the election of directors  can elect 100% of the  directors if they choose to do
so. The Company's common stock does not have preemptive rights, meaning that the
common  shareholders'  ownership  interest  in the  Company  would be diluted if
additional  shares of common  stock are  subsequently  issued,  and the existing
shareholders  are not granted the right to maintain their ownership  interest in
the Company.  Upon any  liquidation,  dissolution or  winding-up,  the Company's
assets,  after  the  payment  of  debts  and  liabilities  and  any  liquidation
preferences  of, and unpaid  dividends  on,  any class of  preferred  stock then
outstanding,  will be  distributed  pro-rata to the holders of the common stock.
The holders of the common stock do not have  preemptive or conversion  rights to
subscribe for any other  securities  and have no right to require the Company to
redeem or purchase  their  shares.  The holders of Common  Stock are entitled to
share equally in dividends,  if, as and when declared by the Board of Directors,
out of funds legally available therefor,  subject to the priorities given to any
class of preferred stock which may be issued.

                                       2
To date, The Company has not paid any dividends. The payment of dividends,
if any, on the common stock in the future is within the sole  discretion  of the
Board  of  Directors  and  will  depend  upon  earnings,  capital  requirements,
financial condition, and other relevant factors. The Board of Directors does not
intend to declare any dividends on the common stock in the  foreseeable  future,
but  instead  intends  to  retain  all  earnings,  if any,  for use in  business
operations.

      The Company uses  Signature  Stock  Transfer,  Inc., in Dallas,  Texas as
its transfer agent for the common stock.

Item 6.  Indemnification of Directors and Officers.
--------------------------------------------------

      The  Company's  Articles  of  Incorporation  eliminate  liability  of  its
directors  and  officers  for  breaches of  fiduciary  duties as  directors  and
officers, except to the extent otherwise required by the Nevada Revised Statutes
and  where  the  breach  involves  intentional  misconduct,  fraud or a  knowing
violation of the law.

      Section  78.7502 of the Nevada Revised  Statutes  contains  provisions for
indemnification  of officers and directors of the Company and, in certain cases,
employees  and  other  persons.  Each such  person  will be  indemnified  in any
proceeding  if such person acted in good faith and in a manner which such person
reasonably  believed  to be in, or not  opposed  to, the best  interests  of the
Company, and, with respect to any criminal action or proceeding, had no cause to
believe  his  conduct  was  unlawful.   Indemnification  would  cover  expenses,
including  attorneys' fees,  judgments,  fines and amounts paid or to be paid in
settlement.

Item 8.  Exhibits.
-----------------

      5           Opinion re legality

      23.1        Consent of Independent Certified Public Accountants

      23.2        Consent of Legal Counsel (included as part of Exhibit 5)

      24          Powers of Attorney

Item 9.  Undertakings.
---------------------

A.    Undertakings Relating to Delayed or Continuous Offerings of
      Securities

      (1) The  undersigned  registrant  hereby  undertakes  to file,  during any
period in which  offers or sales are being made, a  post-effective  amendment to
this registration  statement 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.

                                       3
(2) The undersigned  registrant hereby undertakes that, for the purpose of
determining   any  liability  under  the  Securities  Act  of  1933,  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.

      (3)  The  undersigned   registrant   hereby   undertakes  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.

B.    Undertaking Relating to the Incorporation of Certain Documents
      by Reference

      The  undersigned  registrant  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to section  13(a) or 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.

C.    Undertaking Relating to the Incorporation of Annual Report to Stockholders

      The  undersigned  registrant  hereby  undertakes to deliver or cause to be
delivered with the prospectus,  to each person to whom the prospectus is sent or
given,  the latest annual report to  security-holders  that is  incorporated  by
reference  in  the  prospectus  and  furnished   pursuant  to  and  meeting  the
requirements  of Rule 14a-3 or Rule 14c-3 under the  Securities  Exchange Act of
1934;  and,  where  interim  financial  information  required to be presented by
Article 3 of Regulation S-X is not set forth in the prospectus,  to deliver,  or
cause to be  delivered to each person to whom the  prospectus  is sent or given,
the latest  quarterly  report that is specifically  incorporated by reference in
the prospectus to provide such interim financial information.

D.    Undertaking Relating to Registration Statement on Form S-8

      Insofar as  indemnification  for liabilities  arising under the Securities
Act of 1933 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 for indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid 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.

                                       4
SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, 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, on October _13__, 2000.

                                          AMERICAN COMMUNICATIONS
                                            ENTERPRISES, INC.

                                          By:
                                             Dain L. Schult, President

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

      SIGNATURE                     TITLE                          DATE

/s/ Dain L. Schult              Director, Chief               October_13_, 2000
Dain L. Schult                  Executive Officer

______*___________              Director, Chief Financial     October_13_, 2000
Robert E. Ringle                and Accounting Officer

                        * By:____Dain L. Schult____________________
                                Attorney in Fact

                                       5
EXHIBIT INDEX

Exhibit

Number                              Title

    5                      Opinion re legality

  23.1                     Consent of Independent Certified Public Accountants

  23.2                     Consent of Legal Counsel (included as
                           part of Exhibit 5)

  24                       Power of Attorney

                                       6