ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL

     Name                     Age       Position

Rick G. Avare(1)(6)            36     Director, President and
                                       Chief Executive Officer

Douglas L. Hawthorne(2)(6)(7)  56     Chairman of the Board

Leonard K. Nave(3)(6)          62     Director

Donald A. Schellpfeffer(8)     55     Director

David Fox, Jr.(7)(8)           77     Director

Len Aldridge(8)                60     Director

Robert L. McIntyre(7)          52     Director

Ralph A. Currie(4)             43     Vice President of Finance,
                                       Chief Financial Officer
                                       and Treasurer
William D. Bishop(5)

(1) Also serves as a director, Executive Vice President and Chief Operating Officer of ARI's wholly owned subsidiary, Southern Gas Co. of Delaware, Inc. ("Southern Gas") as well as Chairman of the Board and Chief Executive Officer of ARI's wholly owned subsidiary, American Resources Offshore, Inc. ("ARO").
(2) Also serves as a director of Southern Gas.
(3) Also serves as Chairman of the Board, President and Chief Executive Officer of Southern Gas.
(4) Also serves as Chief Financial Officer and Treasurer of both Southern Gas and ARO as well as a director of ARO.
(5) Mr. Bishop served as a director of the Company from July 8, 1997 until he resigned effective September 2, 1997.
(6) Member of Executive Committee.
(7) Member of Compensation Committee.
(8) Member of Audit Committee.

Directors of the Company are elected to hold office until the next annual meeting of shareholders or until their respective successors are duly elected and qualified. Officers of the Company are elected annually by the Board of Directors and hold office until their successors are duly elected and qualified. The Company anticipates holding its 1998 annual meeting in the second quarter of 1998.

RICK G. AVARE, age 36, has served as President and Chief Executive Officer of ARI since May 15, 1996, and as a director of ARI since September 1994. In April 1997, Mr. Avare was appointed to the newly established Executive Committee of the Board of ARI. He has also served as Chief Operating Officer of Southern Gas since January 1, 1996, as Executive Vice President of Southern Gas since July 1997 and as a director of Southern Gas since February 1994. Mr. Avare has also served as Chairman of the Board and Chief Executive Officer of ARO since its inception in December 1997. He served as Chief Operating Officer and Executive Vice President of ARI from August 1995 until May 15, 1996, and he served as Chief Financial Officer of ARI from September 1994 through December 1995. He also served as Vice President of Finance and Treasurer for Southern Gas from February 1994 until July 1997 and was Chief Financial Officer of Southern Gas from February 1994 through December 1995. Since March 1995, Mr. Avare has served as the Administrative Member for Prima Capital, LLC ("Prima"). He has also served as Administrative Member of MAP, LLC since September 1996 and acts as an outside consultant to the Boston Celtics limited partnership from time to time. From February 1995 to November 15, 1995, Mr. Avare served as a director for Bullet Sports International, Inc. From March 29, 1993 to April 27, 1993, Mr. Avare served as a director of ARI. Mr. Avare was the Vice President of Finance and Treasurer of Southern Gas Company, Inc. ("SGC"), a Kentucky corporation, from 1987 until its dissolution in February 1995. He served Southern Gas Holding Company, Inc. ("SGH"), the parent company of SGC, as Chairman of the Board and Chief Executive Officer from January 1995 until February 1998, and as a director and Vice President and Secretary from October 1988 until February 1998. See "Certain Relationships and Related Transactions." Prior to his involvement with SGC, Mr. Avare was employed by the national accounting firm of Grant Thornton (now part of KPMG Peat Marwick LLP) in Lexington, Kentucky. Mr. Avare received his Bachelor of Arts degree from Transylvania University in Lexington, Kentucky, in 1983 and his Masters in Accounting from the University of Kentucky in 1985. Mr. Avare is a certified public accountant and is currently a member of the American Institute for Certified Public Accountants and the Kentucky Society of Certified Public Accountants.

DOUGLAS L. HAWTHORNE, age 56, has been a director and Chairman of the Board of ARI since March 29, 1993, and has been a director of Southern Gas since February 1994. In April 1997, he was appointed to the newly established Executive Committee of the Board of ARI and has served on the Board's Compensation Committee since August 1996. Mr. Hawthorne also served on the Audit Committee of ARI's Board from August 1996 until July 1997. Since February 1995, Mr. Hawthorne has been a director of Bullet Sports International, Inc. Since 1992, Mr. Hawthorne has been a principal of Carillon Capital, Inc., a Dayton-based investment banking firm. From 1991 to 1994, Mr. Hawthorne was a principal in SPECTRA Group, Inc., a management consulting firm also based in Dayton, Ohio. From 1986 to 1991, Mr. Hawthorne served as the Chairman of the Board, President and Chief Executive Officer of Society Bank, N.A., Dayton, Ohio ("Society Bank"). From 1971 through 1992, he held a variety of positions within The Third National Bank and Trust Company ("Third National") and its successor, Society Bank, as it grew from $200 million to $3 billion in assets with 90 offices spanning Southern Ohio. Mr. Hawthorne initially served as Vice President of Corporate Development, Research and Planning of Third National, and subsequently assumed successively more responsible senior management positions, culminating as Chief Executive Officer in 1984. During his association with Society Bank, Mr. Hawthorne was a member of the Executive Management Committee and Society Bank's Retail Bank Operating Committee. From 1976 to 1996, he served as Board Trustee and, most recently, as Vice Chairman of MedAmerica Health Systems Corporation and Chairman of MedAmerica International Insurance, Ltd. From 1992 to March 1995, Mr. Hawthorne served as a Trustee of Wright State University and is currently a Trustee of The Dayton Foundation. He received his undergraduate degree from Wabash College and attended New York University's Graduate School of Business as well as many professional development programs.

LEONARD K. NAVE, age 62, has served since February 1994 as Chairman of the Board, Chief Executive Officer, and President of Southern Gas. He has served as a director of ARI since September 1994 and also served in that position from March 29, 1993 to April 27, 1993. In April 1997, Mr. Nave was appointed to the newly established Executive Committee of the Board of ARI. Since February 1995, Mr. Nave has served as a director for Bullet Sports International, Inc. Mr. Nave served as the President, Chief Executive Officer and a director of SGC from its inception in March 1983 until its dissolution in February 1995. Since October 1988, Mr. Nave has served as the President and a director of SGH. See "Certain Relationships and Related Transactions." In addition, Mr. Nave currently holds the following positions:
President and a director of Nawenco Equipment, Ltd. (since March 1992); and President and a director of Woodway Farms, Inc. (since August 1983). In February 1996, Mr. Nave filed for reorganization and protection under Chapter 11 of the United States Bankruptcy Code (the "Code"). This action was initiated primarily because of the attempted enforcement of certain guaranties which Mr. Nave had signed on behalf of an unrelated corporation. Mr. Nave's discharge from Chapter 11 was effective March 18, 1998. From November 1991 through 1995, Mr. Nave was Vice President and a director of Maxwell House, Inc.; and from May 1983 through September 1994, he served as Vice President and a director of Wright Resources, Inc. From 1980 to 1983, Mr. Nave was a senior partner in the law firm of Nave, Williams & Palmore (now Jackson & Kelly) in Lexington, Kentucky. Mr. Nave received his Bachelor of Arts degree from the University of Kentucky in 1956 and a Bachelor of Laws and Letters degree from the University of Kentucky College of Law in 1959. Mr. Nave, who has been engaged in energy and related activities for more than twenty years, pioneered and implemented the first and largest direct sale of natural gas on the Columbia Gas of Kentucky system. Mr. Nave is an active member of the Kentucky Bar Association.

DONALD A. SCHELLPFEFFER, M.D., age 55, has served as a director of ARI since March 1993. He has served on the Audit Committee of the Board of ARI since August 1996 and also served on the Board's Compensation Committee from August 1996 until July 1997. Since 1985, Dr. Schellpfeffer has served as a full time practicing anesthesiologist and medical doctor at the Sioux Falls Surgical Center, Sioux Falls, South Dakota. Dr. Schellpfeffer was a major investor in one of the drilling programs sponsored by Standard Oil & Exploration of Delaware, Inc. ("Standard Oil") and was one of the co-plan proponents of Standard Oil's Plan of Reorganization (the "Plan"). Upon consummation of the Plan, Dr. Schellpfeffer exchanged his administrative claims against Standard Oil for equity securities of the Company. See "Certain Relationships and Related Transactions." In January 1974, he purchased a limited partner interest in Grenoble Partnership, a South Dakota Limited Partnership which owned and operated an apartment complex in Nebraska. In 1987, he was elected as general partner of that partnership. In August 1991, that partnership filed for bankruptcy protection under Chapter 11 of the Code. Through restructuring and extension of loans, all creditors have been satisfied; and that partnership's plan of reorganization was confirmed on November 15, 1992.

DAVID FOX, JR., age 77, has served as a director of ARI since August 1996. He has served on the Compensation Committee of the Board of ARI since August 1996 and on the Board's Audit Committee since September 1997, having previously served on the Board's Audit Committee from August 1996 until July 1997. Mr. Fox has served as Vice Chairman and Secretary-Treasurer of McJunkin Appalachian Oil Field Supply Company since 1989. He also currently holds the position of President of Appalachian Production Co., an oil and gas producing company, as well as President and Chairman of the Board of FGO, Inc., a West Virginia corporation engaged in developing residential real estate properties in and around Huntington, West Virginia; and President and a Director of Charleston National Properties, LLC, a real estate development company in the Charleston, South Carolina, area. Mr. Fox also currently serves as a Director of KYOWVA Container Corporation; River Cities Association; Bank One, West Virginia, Charleston; Bank One, West Virginia; and the Marshall University Foundation. During the past five years, Mr. Fox served as President of the Marshall University Foundation. Mr. Fox is a graduate of Greenbrier Military School and attended Marshall University. He is a past President of Branchland Pipe and Supply Company and has more than fifty years of experience in energy and related activities.

LEN ALDRIDGE, age 60, has served as a director of ARI since July 1997 and has also served on the Audit Committee of the Board of ARI since that time. Mr. Aldridge has served as Vice President of Limited Partners of Lexington, a Kentucky corporation engaged in the development and management of real estate, since March 1984. Mr. Aldridge also currently holds the following positions: Partner of Poole & Aldridge (since 1975), Vice President of Poole Enterprises, Inc. (since 1988), Director of Rafferty's Inc. (Since 1991), and Vice President/Treasurer of Mason Headley Development (since 1994). Mr. Aldridge graduated from the University of Kentucky in 1959 with a Bachelors of Science Degree in Commerce and has been a certified public accountant since 1962 as well as a certified financial planner since 1993. He is also currently a member of the American Institute of Certified Public Accountants and the Kentucky Society of Certified Public Accountants.

ROBERT L. MCINTYRE, age 52, has served as a director of ARI since July 1997 and has also served on the Compensation Committee of the Board of ARI since that time. Mr. McIntyre has been Of Counsel to the law firm of Breeding, Cunningham, Dance and Cress, PLC, of Lexington, Kentucky, since October 1996. From April 1992 through September 1996, he was a partner with the law firm of Breeding, McIntyre & Cunningham, PSC, wherein he managed the firm's energy, corporate, transactional and international practice. From April 1985 to March 1992, he served in various positions with Transco Energy Company ("Transco") and its subsidiaries, the most recent of which was as Vice President and Associate General Counsel for Transco from September 1989 through March 1992. Mr. McIntyre has nearly twenty-five years of experience in energy and related activities, having been employed since 1973 as staff or general counsel for energy-related companies, including The Superior Oil Company, Occidental Petroleum Company and subsidiaries, Burmah Oil & Gas Company and Texas International Company. Mr. McIntyre graduated from the University of Oklahoma in 1968 with a Bachelors of Science Degree in Geology and obtained his law degree from the University of Houston, Bates college of Law, in 1972. He is currently an active member of the State Bars of Kentucky and Texas, the American Bar Association, the American Petroleum Institute and various legal committees thereof, the Eastern Mineral Law Foundation, the American Corporate Counsel Association and the Rocky Mountain Mineral Law Foundation. Mr. McIntyre is also currently the Secretary (and former Legal Committee Chairman) for Affiliated Gas Producer Group and a Director of the American Heart Association (Houston Chapter). Additionally, he has chaired many programs involving the transportation, deregulation, marketing, exploration and production of natural gas and has been featured speaker at numerous seminars for energy-related associations.

RALPH A. CURRIE, age 43, has been Chief Financial Officer of ARI and Southern Gas since April 1, 1997. He has also served as Vice President of Finance and Treasurer of ARI as well as Treasurer of Southern Gas since July 1997. Mr. Currie has served as a director, Chief Financial Officer and Treasurer of ARO since its inception in December 1997. Since November 1994, Mr. Currie has served as Chief Financial Officer of American Rehabilitation Group, P.S.C., a Kentucky-wide physical therapy company. From April 1991 until November 1994, he was a partner with the regional business and financial planning firm of Cramer, Currie & Company, Lexington, Kentucky. From 1976 until April 1991, he held various positions with the national accounting firm of KPMG Peat Marwick LLP, the most recent of which was from 1987 until 1991 as Partner-in-Charge-Tax in the Lexington, Kentucky, office. Mr. Currie received his B.S. degree in Accounting from Kansas State in 1976. He is a certified public accountant and is currently a member of the following organizations: Lexington Habitat for Humanity (1991-1996, President in 1994; Treasurer 1991-1992), Lexington Arts and Cultural Council (1990-Present, Allocations Committee member), Kansas State University (Foundation Trustee 1986-Present, Presidents Club Member 1984-Present), the American Institute for Certified Public Accountants, and the Kentucky Society of Certified Public Accountants.

MEETINGS AND COMPENSATION:

During the year ended December 31, 1997, the Board of Directors of the Company met on five occasions, either in person or telephonically. Each of the Company's directors attended at least 75% of the meetings of the Board of Directors except for Donald A. Schellpfeffer who attended 60% of the meetings. In April 1997, the Company's Board of Directors established an Executive Committee and appointed Messrs. Hawthorne, Nave and Avare to serve on the Committee. The Committee is charged with all of the powers and authority of the Board of Directors in the management of the business, including the declaration of dividends on preferred stock and the sale and issuance of shares of common and preferred stock, provided, however, that the Committee does not have the power or authority to approve, adopt or recommend to the stockholders any action or matter expressly required by the Delaware General Corporation Law to be submitted to stockholders for approval, or to adopt, amend or repeal any by-law of the Company.

During 1997, the Company's non-employee directors, Dr. Schellpfeffer and Messrs. Aldridge, McIntyre and Bishop, received no compensation for their services to the Company; however, they were reimbursed for reasonable travel expenses incurred, if any, in connection with their attendance at meetings of the Board of Directors. In addition, non-employee directors are eligible for stock options granted under the Company's 1994 Compensatory Stock Option Plan.

FAMILY RELATIONSHIPS:

There are no family relationships among directors, executive officers or persons nominated or chosen to become directors or executive officers of the Company.

LEGAL PROCEEDINGS:

During the past five years, no directors or executive officers or persons nominated or chosen to become directors or executive officers of the Company, other than Donald A. Schellpfeffer, were general partners or executive officers of any business either at the time a bankruptcy petition was filed by or against such business or within two years prior to that time. Donald A. Schellpfeffer was the general partner of Grenoble Partnership, a South Dakota Limited Partnership, when that partnership filed a petition under Chapter 11 of the Code. That partnership's plan of reorganization was confirmed on November 15, 1992.

During the past five years, no directors or executive officers or persons nominated or chosen to become directors or executive officers of the Company were (i) convicted in any criminal proceeding or the subject of any criminal proceeding
(other than traffic violations and other minor offenses), (ii)
subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities, or (iii) found by a court of competent jurisdiction in a civil proceeding, the Securities and Exchange Commission ("SEC") or the Commodities Trading Commission, to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT:

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's officers and directors and persons who own more than 10% of a registered class of the Company's equity securities to file reports of ownership and changes in ownership with the SEC. Officers, directors and greater than 10% stockholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file.

Based solely upon a review of the copies of such forms furnished to the Company or written representations that no other reports were required, the Company believes that during the 1997 fiscal year, all filing requirements applicable to its officers, directors and greater than 10% beneficial owners were complied with.