PROSPECTUS SUPPLEMENT NO. 39, DATED DECEMBER 7, 1995 PURSUANT TO - ---------------------------------------------------- RULE 424(B)(3) (TO PROSPECTUS DATED OCTOBER 3, 1994) REG. NO. 33-54561 800,000 DEPOSITARY SHARES, 4,000 SHARES OF $450 CUMULATIVE CONVERTIBLE PREFERRED STOCK AND 17,777,777 SHARES OF COMMON STOCK AMERICAN EXPLORATION COMPANY The following beneficial owner of Depositary Shares has requested the Company to file a Prospectus Supplement identifying it as a Selling Securityholder. The information concerning such Selling Securityholder has been provided by such Selling Securityholder. NO. OF NO. OF DEPOSITARY % OF OUTSTANDING % OF OUTSTANDING SELLING DEPOSITARY SHARES DEPOSITARY SHARES DEPOSITARY SHARES SECURITYHOLDER SHARES OWNED THAT MAY BE SOLD BEFORE SALE AFTER SALE - -------------- ------------ ---------------- ----------------- ----------------- Lavone Andrews c/o Lida Neissani PaineWebber, Inc. 1285 Avenue of the Americas 10th Floor New York, NY 10019 4,000 3,500 0.50% 0.06% ------ ------ ---- ---- Total 4,000 3,500 0.50% 0.06% ====== ====== ==== ==== Additional Selling Securityholders or other information concerning the Selling Securityholder listed above may be set forth in subsequent Prospectus Supplements from time to time. As a result of such additional Prospectus Supplements, the total amount of Depositary Shares offered for the account of Selling Securityholders may increase further, up to a maximum of 800,000 Depositary Shares.