SECURITIES AND EXCHANGE COMMISSION
                     
                             Washington, D.C. 20549
                             ----------------------
                                  FORM 10-Q

(Mark One)
   _X_       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934.

                 For the quarterly period ending March 31, 1999

                                       OR

   ___       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                   OF THE SECURITIES EXCHANGE ACT OF 1934.

                        For the transition period from to
                          Commission file number 1-4719

                             THE DELTONA CORPORATION
             (Exact name of registrant as specified in its charter)


            DELAWARE                                    59-0997584
--------------------------------------------------------------------------------
(State of other jurisdiction of                      (I.R.S. Employer
incorporation or organization)                     Identification Number)

 8014 SW 135 STREET ROAD, OCALA, FLORIDA                   34473
--------------------------------------------------------------------------------
(Address of principal executive office)                  (Zip Code)

Registrant's telephone number, including area code      (352)307-8100
--------------------------------------------------------------------------------

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of  Securities  Exchange Act of 1934
during the preceding 12 months (or for such shorter  period that the  registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days. Yes _X_ No ___

     Indicate the number of shares outstanding of the issuer's classes of common
stock, as of the latest practicable date:  13,544,277 shares of common stock, $1
par value, excluding treasury stock, as of March 31, 1999.



<PAGE>



                          PART I- FINANCIAL INFORMATION
                          -----------------------------

ITEM 1. FINANCIAL STATEMENTS


                    THE DELTONA CORPORATION AND SUBSIDIARIES
                 UNAUDITED CONSOLIDATED CONDENSED BALANCE SHEETS
                      MARCH 31, 1999 AND DECEMBER 31, 1998
                                 ($000 Omitted)

<TABLE>
<CAPTION>

                                                                    March 31,   December 31,
                                                                      1999         1998

                                                                    ---------   ------------
<S>                                                                 <C>         <C>
Cash and cash equivalents, including escrow deposits
 and restricted cash of $510 in 1999 and $667 in 1998 ...........   $  1,644    $    721
                                                                    --------    --------
Contracts receivable for land sales - net .......................      1,585       2,173
                                                                    --------    --------
Mortgages and other receivables - net ...........................        102         194
                                                                    --------    --------

Inventories (b):
 Land and land improvements .....................................      7,850       7,579
 Other ..........................................................         76          76
                                                                    --------    --------
               Total inventories ................................      7,926       7,655
                                                                    --------    --------

Property, plant, and equipment at cost - net ....................        473         467
                                                                    --------    --------
Prepaid expenses and other ......................................        649         705
                                                                    --------    --------
       Total ....................................................   $ 12,379    $ 11,915
                                                                    ========    ========



                LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)


Mortgages and similar debt(c):
 Mortgage notes payable .........................................   $  6,670    $  6,670
 Other loans ....................................................      5,808       1,895
                                                                    --------    --------
   Total mortgages and similar debt .............................     12,478       8,565

Accounts payable, accrued expenses,
 customers' deposits ............................................      5,750       8,786
Deferred revenue ................................................      2,708       2,824
                                                                    --------    --------
Total liabilities ...............................................     20,936      20,175
                                                                    --------    --------

Commitments and contingencies (d):
 Stockholders' equity (deficiency):
  Common stock, $1 par value - authorized
  15,000,000 shares; outstanding: 1999 and
  1998 - 13,544,277 shares (excluding 12,228 shares
  held in treasury in 1999 and 1998) ............................     13,544      13,544
 Capital surplus ................................................     51,440      51,440
 Accumulated deficit ............................................    (73,541)    (73,244)
                                                                    --------    --------
               Total stockholders' (deficiency) .................     (8,557)     (8,260)
                                                                    --------    --------
                             Total ..............................   $ 12,379    $ 11,915
                                                                    ========    ========

</TABLE>

                                        2

<PAGE>



                    THE DELTONA CORPORATION AND SUBSIDIARIES
            UNAUDITED CONDENSED STATEMENTS OF CONSOLIDATED OPERATIONS
                            FOR THE PERIODS INDICATED
                     ($000 Omitted Except Per Share Amounts)

<TABLE>
<CAPTION> 
                                                        Three Months Ended
                                                        ------------------
                                                     March 31,       March 31,
                                                       1999            1998
                                                   ------------    ------------
<S>                                                <C>             <C>
Revenues (a):
 Net land sales ................................   $        613    $        644
 House and apartment sales .....................          1,253             219
 Recognized improvement revenue /
  prior period sales ...........................            101             266
 Interest income ...............................            109             169
 Other revenues ................................            108              81
                                                   ------------    ------------
     Total .....................................          2,184           1,379
                                                   ------------    ------------

Costs and expenses (a):
 Cost of sales and improvements ................          1,246             497
 Selling, general and administrative
  and other expenses ...........................          1,119           1,290
 Interest expense (c)(e) .......................            116             214
                                                   ------------    ------------
     Total .....................................          2,481           2,001
                                                   ------------    ------------

Loss from operations ...........................           (297)           (622)
                                                   ------------    ------------
Net Income (Loss) ..............................   $       (297)   $       (622)
                                                   ============    ============
Basic Earnings (Loss) per common and common
 equivalent share:
 From operations ...............................   $       (.02)   $       (.05)
                                                   ------------    ------------
Net Income (Loss) ..............................   $       (.02)   $       (.05)
                                                   ============    ============

Number of common and common equivalent shares ..     13,544,277      13,544,277
                                                   ============    ============


<FN>
No dividends have been paid on Common Stock.

Results of operations  for the first six months may not be indicative of results
which  may be  expected  for the full  year.  See Notes to  Unaudited  Condensed
Consolidated Financial Statements.

See Management's Analysis of Quarterly Statements of Operations included herein.
Certain amounts have been reclassified for comparative purposes.
</FN>
</TABLE>


                                        3

<PAGE>



                    THE DELTONA CORPORATION AND SUBSIDIARIES
            UNAUDITED CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS
                           FOR THE THREE MONTHS ENDED
                        MARCH 31, 1999 AND MARCH 31, 1998
                                 ($000 Omitted)

<TABLE>
<CAPTION>

                                                              Three Months Ended
                                                             --------------------
                                                             March 31,  March 31,
                                                               1999       1998
                                                             ---------  ---------

<S>                                                          <C>        <C>     
Cash flows from operating activities .....................   $(3,984)   $  (476)
                                                             -------    -------

Cash flows from investing activities:
  Proceeds from sale of property, plant and equipment ....         0          0
 Payment for acquisition and construction
  of property plant and equipment ........................       (18)        (3)
                                                             -------    -------
Net cash provided by (used in) investing activities ......       (18)        (3)
                                                             -------    -------

Cash flows from financing activities:
  New borrowings .........................................     4,925          0
  Repayment of borrowings ................................         0          0
                                                             -------    -------

Net cash provided by (used in) financing activities ......     4,925          0
                                                             -------    -------

Net increase (decrease) in cash and cash equivalents
 (including escrow deposits and restricted cash) .........       923       (479)

Cash and cash equivalents at December 31, 1998 and
 December 31, 1997 .......................................       721      1,397
                                                             -------    -------

Cash and cash equivalents at March 31, 1999 and
 March 31, 1998 ..........................................   $ 1,644    $   918
                                                             =======    =======



<FN>
See Notes to Unaudited Condensed Consolidated Financial Statements.
Certain amounts have been reclassified for comparative purposes.
</FN>
</TABLE>


                                        4

<PAGE>



                    THE DELTONA CORPORATION AND SUBSIDIARIES
            UNAUDITED CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS
                           FOR THE THREE MONTHS ENDED
                        MARCH 31, 1999 AND MARCH 31, 1998
                                 ($000 Omitted)

<TABLE>
<CAPTION>

                                                              Three Months Ended
                                                             --------------------
                                                             March 31,  March 31,
                                                               1999       1998
                                                             ---------  ---------
<S>                                                          <C>        <C>
Reconciliation of net income (loss) to net cash
 provided by (used in) operating activities:

  Net loss ...............................................   $  (297)   $  (622)
                                                             -------    -------

Adjustments to reconcile net loss to net cash
 provided by (used in) operating activities:

  Depreciation and amortization ..........................        13         12
  Provision for estimated uncollectible sales-net ........       231        241
  Contract valuation discount, net of amortization .......        62         54
  Net Gain on sale of property, plant & equipment ........         0          0
  Net change in assets and liabilities ...................    (3,993)      (161)
                                                             -------    -------
               Total adjustments .........................   $(3,687)   $   146
                                                             -------    -------

  Net cash provided by (used in) operating activities ....   $(3,984)   $  (476)
                                                             =======    =======

  Supplemental disclosure of non cash investing
               and financing activities:

  Reduction of debt as a result of the conveyance
               of contracts receivable ...................   $ 1,012    $   287
                                                             =======    =======

</TABLE>

                                        5

<PAGE>



                    THE DELTONA CORPORATION AND SUBSIDIARIES
         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 1999

(a)            SIGNIFICANT ACCOUNTING POLICIES

               The condensed unaudited financial  statements of the Company have
               been  prepared  pursuant  to the  rules  and  regulations  of the
               Securities and Exchange  Commission (the  "Commission").  Certain
               information  and  footnote   disclosures   normally  included  in
               financial   statements  prepared  in  accordance  with  generally
               accepted  accounting  principles  have been  condensed or omitted
               pursuant to Commission  rules and  regulations.  The  information
               furnished   reflects,   in  the  opinion  of  the  Company,   all
               adjustments  (consisting  only of normal  recurring  adjustments)
               necessary  for a fair  statement  of the  results for the interim
               periods  presented.   These  condensed   consolidated   financial
               statements  should  be read in  conjunction  with  the  financial
               statements and the notes thereto included in the Company's latest
               Annual Report on Form 10-K.

(b)            INVENTORIES

               Information  with respect to the  classification  of inventory of
               land and improvements including land held for sale or transfer is
               as follows (in thousands):
<TABLE>
<CAPTION>

                                  Land and Improvements
                                  ---------------------
                                                        March 31,   December 31,
                                                          1999         1998
                                                        ---------   ------------
               <S>                                      <C>         <C>     
               Unimproved land........................  $    420    $    420
               Land in various stages of development..     2,731       2,287
               Fully improved land....................     4,699       4,872
                                                        --------    --------
                  Total...............................  $  7,850    $  7,579
                                                        ========    ========
</TABLE>

               Other  inventories   consists  primarily  of  completed  vacation
ownership units.

(c)            MORTGAGES AND SIMILAR DEBT

               The  following  table  presents   information   with  respect  to
mortgages and similar debt (in thousands):

<TABLE>
<CAPTION>
                                                        March 31,   December 31,
                                                          1999         1998
                                                        ---------   ------------
               <S>                                      <C>         <C>   
               Mortgage Notes Payable ................  $  6,670    $  6,670
               Other Loans............................     5,808       1,895
                                                        --------    --------
                  Total mortgages and similar debt....  $ 12,478    $  8,565
                                                        ========    ========
</TABLE>

               Included in Mortgage Notes Payable is the Yasawa loan  $6,670,000
               at March 31, 1999);  included  in  Other Loans is the Scafholding
               loan($830,000 as of March 31, 1999) and the Swan loan ($4,978,000
               as of March 31, 1999).

               Indebtedness  under  various  purchase  money  mortgages and loan
               agreements  is   collateralized   by  substantially  all  of  the
               Company's  assets,   including  stock  of  certain   wholly-owned
               subsidiaries.  The Company's  outstanding  debt to Scafholding is
               secured  by a  first  lien  on  the  Company's  receivables;  the
               Company's  outstanding debt to Yasawa is secured by a second lien
               on  the  Company's  receivables  and a  mortgage  on  all  of the
               Company's property; and the Company's outstanding debt to Swan is
               secured by a third lien on the Company's receivables.

               The terms of repayment of the Yasawa and Scafholding debt provide
               for  monthly  payments  of  principal  in the amount of  $100,000
               payable  monthly in cash or with contracts  receivable at 100% of
               face  value,  plus  interest  payable  monthly  on the  declining
               balance  at the rate of 9.6% per annum in cash or with  contracts
               receivable  at 65% of face  value.  Effective  January  1,  1999,
               Yasawa and  Scafholding  agreed to reduce  the annual  percentage
               rate on their  existing  loans to the Company from 9.6% to 6% per
               annum.  Yasawa and  Scafholding  have not required the Company to
               make monthly  interest  payments for the period September 1, 1998
               to March 31,  1999.  As of March 31,  1999,  the total  amount of
               interest accrued is approximately $373,100.

                                        6

<PAGE>



               From October 9, 1998  through the present,  Swan has advanced the
               Company  funds  to meet its  working  capital  requirements.  The
               Company's  outstanding  debt to Swan, which is secured by a third
               lien on the Company's receivables, is approximately $4,978,000 as
               of March 31, 1999. The Company  signed a promissory  note to Swan
               in March 1999 which  provides that funds advanced by Swan will be
               paid back by the Company monthly in contracts  receivables at 90%
               of face value,  with recourse.  There will be no interest for the
               first six months after an advance of money is received  from Swan
               by the Company;  thereafter the interest shall be 6% per annum on
               the  outstanding  balance  of the  advance.  The  amount  of each
               monthly  payment will vary and will be dependent  upon the amount
               of contracts  receivable  in the Company's  portfolio,  excluding
               contracts  receivable  held as  collateral  for prior  receivable
               sales.  Pursuant to the terms of the promissory note, the Company
               is required to transfer  to Swan  monthly as debt  repayment  all
               current contracts receivable in the Company's portfolio in excess
               of the  aggregate  sum of $500,000.  Funds  advanced by Swan were
               used  by  the  Company  to  pay   approximately   $2,567,000   in
               outstanding  real  estate  taxes for unsold  properties  with the
               balance to meet the Company's working capital requirements.


(d)            COMMITMENTS AND CONTINGENCIES

               Homesite  sales  contracts  provide  for the return of all monies
               paid in (including paid-in interest) should the Company be unable
               to meet its contractual  obligations  after the use of reasonable
               diligence.  If a refund is made,  the  Company  will  recover the
               related homesite and any improvement thereto.

               As a result of the delays in completing the land  improvements to
               certain property sold in certain of its Central and North Florida
               communities,  the Company fell behind in meeting its  contractual
               obligations to its customers. In connection with these delays, in
               1980 the Company  entered into a Consent  Order with the Division
               which provided a program for notifying affected customers.  Since
               1980,  the Consent Order was restated and amended  several times,
               culminating in the 1992 Deltona Consent Order.

               On December 30, 1997,  the Division  approved the  formation of a
               Lot  Exchange  Trust into which the Company  conveyed  sufficient
               exchange   inventory  to  provide  exchanges  to  customers  with
               undeveloped lots. Concurrently, the Division released its lien on
               the Company's contracts receivable, satisfied its mortgage on the
               Company's  property and approved a  settlement  of all  remaining
               issues under the 1992  Deltona  Consent  Order.  The 1992 Deltona
               Consent Order was formally terminated on April 13, 1998.

               As of March 31,  1999,  the  Company  had  estimated  development
               obligations  of  approximately   $25,000  on  sold  property,  an
               estimated  liability to provide title insurance and deeding costs
               of $324,000 and an estimated cost of street maintenance, prior to
               assumption of such obligations by local  governments of $611,000,
               all of which are included in deferred revenue.  The total cost to
               complete  improvements  as  of  March  31,  1999,  including  the
               previously   mentioned   obligations,   was   estimated   to   be
               approximately  $960,000. The Company's development obligation was
               substantially   reduced  in  1997  by  the  consummation  of  the
               Agreement  approved  by the  stockholders  on  November  4, 1997.
               Approximately  $7,400,000  of the  development  obligation at St.
               Augustine  Shores was assumed by Swan. In addition,  the creation
               of a Lot Exchange  Trust  reduced the  development  obligation at
               Marion Oaks and Sunny Hills by approximately $5,800,000.

               In addition to the matters  discussed  above and in Item 3 of the
               Company's  Annual Report on Form 10-K for the year ended December
               31, 1998, the Company is a party to other litigation  relating to
               the  conduct of its  business  which is routine in nature and, in
               the opinion of the  management,  should  have no material  effect
               upon the Company's operation.


(e)            CAPITALIZED INTEREST

               The Company capitalizes interest cost incurred during a project's
               construction  period.  Of the total  interest  cost  incurred  of
               $116,000 and $214,000,  none was capitalized for the three months
               ended March 31, 1999 and March 31, 1998, respectively.



                                        7

<PAGE>



(f)            EARNINGS OR LOSS PER SHARE

               Basic earnings (loss) per common and common equivalent share were
               computed by dividing net income  (loss) by the  weighted  average
               number of shares of Common  Stock and  common  stock  equivalents
               outstanding  during  each  period.  The  earnings  (loss) and the
               average  number  of  shares of  Common  Stock  and  common  stock
               equivalents  used to  calculate  earnings per share for the three
               months  ended March 31,  1999 and March 31, 1998 were  $(297,000)
               and $(622,000) and 13,544,277 and 13,544,277, respectively.



                                        8

<PAGE>



ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL
        CONDITION AND RESULTS OF OPERATIONS


From June 19, 1992 through  November 4, 1997,  the Company had entered into loan
agreements with Selex International B.V., a Netherlands  corporation  ("Selex"),
Yasawa  Holdings,  N.V., a  Netherlands  Antilles  Corporation  ("Yasawa"),  and
related parties.  Since December,  1992, the Company has been dependent on loans
and advances from Selex,  Yasawa and their  affiliates in order to implement its
marketing program and assist in meeting its working capital requirements.

On November  4, 1997 at the 1997  Annual  Meeting,  the  Company's  stockholders
approved  an   Agreement   between  the  Company  and  its  lenders  that  would
substantially reduce the Company's  outstanding debt obligation of $25.3 million
(the  "Agreement").  The  Agreement,  consummated  effective  December 30, 1997,
resulted in a reduction in the Company's outstanding debt obligation through the
conveyance of all remaining land inventory and  obligations in the Company's St.
Augustine  Shores  Subdivision  and the  issuance of  approximately  6.8 million
shares of Common Stock at $1.00 per share (par value). Additionally, the lenders
purchased  $7.5  million in  contracts  receivable  from the Company to generate
working capital and further reduce the debt obligation. Specifically:

     1. Selex sold its remaining debt  ($2,664,736),  including the Empire note,
to Yasawa and the Company owes no further  duty or  obligation  to Selex,  which
provided  the  Company a release.  The debt  purchased  by Yasawa was  satisfied
through  Yasawa's  purchase of  2,664,736  shares of Common  Stock issued by the
Company at a per share conversion price of One Dollar ($1.00), which is equal to
par value.

     2. Swan Development Corporation ("Swan"), an affiliate of Selex and Yasawa,
had  previously  acquired  $5,529,501  of the  Company's  debt from Selex.  This
$5,529,501  was  satisfied  through  the  Company's  conveyance  of  all  of the
Company's  remaining land inventory and obligations in its St.  Augustine Shores
Subdivision  to Swan . The price,  based upon appraised  value,  was adjusted to
take into account the development obligations on sold lots assumed by Swan.

     3.  Scafholding  B.V.  ("Scafholding"),  an  affiliate of Selex and Yasawa,
purchased approximately $7.5 million in contracts receivable from the Company at
seventy-five  percent  (75%) of face  value  with  recourse  for  non-performing
contracts.  This sale generated approximately $5.6 million,  $1,982,457 of which
was used to reduce  outstanding debt to Yasawa. The balance has been used by the
Company to pay a portion of the delinquent  real estate taxes,  to implement its
marketing  programs,  to  initiate  development  of  TimberWalk  and to meet the
Company's working capital requirements.

     4.  A $4,144,602  portion of the  Company's  debt to Yasawa  was  satisfied
through  Yasawa's  purchase of  4,144,602  shares of Common  Stock issued by the
Company at a per share conversion price of One Dollar ($1.00), which is equal to
par value.

Through  Yasawa's  acquisition  of the  6,809,338  shares of Common Stock of the
Company referenced above, Mr. Antony Gram's beneficial  ownership increased from
3,109,703 shares to 9,919,041 shares (73.23% of the outstanding shares of Common
Stock of the Company as of December 31, 1998).

Prior to November 4, 1997 and independent of the Agreement outlined above, Selex
and Yasawa  agreed to forgive  $2,050,818  in accrued  interest on the Company's
debt to them.

As part of the Agreement,  if the Company elects to do so, Scafholding agreed to
purchase contracts  receivable at 65% of face value, with recourse,  to meet the
Company's  ongoing  capital  requirements.  Scafholding  purchased the following
contracts  receivables  from the  Company to  generate  working  capital for the
Company:

                                        9

<PAGE>

                                            Approximate Contracts
                  Date of Purchase          Receivable Amount Purchased
                  ------------------        ---------------------------
                  June 30, 1998             $200,100
                  July 15, 1998             $115,200
                  July 31, 1998             $179,900
                  August 31, 1998           $250,400
                  September 10, 1998        $153,400
                  September 29, 1998        $497,100

From October 9, 1998 through the present, Swan has advanced the Company funds to
meet its working capital  requirements.  The Company signed a promissory note to
Swan in March 1999 which  provides that funds advanced by Swan will be paid back
by the Company  monthly in  contracts  receivables  at 90% of face  value,  with
recourse. There will be no interest for the first six months after an advance of
money is received from Swan by the Company;  thereafter the interest shall be 6%
per annum on the outstanding balance of the advance.  The amount of each monthly
payment will vary and will be dependent upon the amount of contracts  receivable
in the Company's  portfolio,  excluding contracts  receivable held as collateral
for prior  receivable  sales.  Pursuant to the terms of the promissory note, the
Company is required to transfer to Swan  monthly as debt  repayment  all current
contracts  receivable in the Company's  portfolio in excess of the aggregate sum
of  $500,000.   Funds  advanced  by  Swan  were  used  by  the  Company  to  pay
approximately  $2,567,000 in outstanding real estate taxes for unsold properties
with the balance to meet the Company's working capital requirements. As of March
31, 1999, the Company's  outstanding  debt to Swan was  $4,978,000  secured by a
third lien on the Company's receivables.

As of  March  31,  1999,  the  Company's  outstanding  debt to  Scafholding  was
$830,000,  secured by a first lien on the Company's  receivables;  the Company's
outstanding  debt to  Yasawa  was  $6,670,000  secured  by a second  lien on the
Company's receivables and a mortgage on all of the Company's property. The terms
of repayment of this debt have been restructured to provide for monthly payments
of principal in the amount of $100,000 payable monthly in cash or with contracts
receivable at 100% of face value, plus interest payable monthly on the declining
balance at the rate of 9.6% per annum in cash or with  contracts  receivable  at
65% of face value.  Yasawa and  Scafholding  did not require the Company to make
interest  payments for the period  September  1, 1998 to March 31,  1999.  As of
March 31, 1999, the total amount of interest accrued is approximately  $373,100.
Effective  January 1, 1999,  Yasawa and Scafholding  agreed to reduce the annual
percentage  rate for their  existing  loans to the  Company  from 9.6% to 6% per
annum.

During 1998,  the Company  transferred  14 lots and 4 tracts of land to Swan. In
return,  Swan built an office complex on part of the land for use by the Company
for a period of 54 months,  renewable  thereafter.  The Company  valued the land
transferred at approximately  $440,000 and recorded the net present value of the
use of the office  complex  of  approximately  $375,000  as  prepaid  rent.  The
difference between the net present value of the rent and the cost of the land of
approximately $290,000 is recorded as deferred profit at December 31, 1998.


RESULTS OF OPERATIONS
---------------------

For the three months ended March 31, 1999 and March 31, 1998.

Revenues
--------

Total  revenues were  $2,184,000  for the first three months of 1999 compared to
$1,379,000 for the comparable 1998 period.

Gross  land  sales  were  $925,000  for the first  three  months of 1999  versus
$966,000 for the comparable  1998 period.  Net land sales (gross land sales less
estimated  uncollectible  installment  sales and  contract  valuation  discount)
decreased to $613,000 the first three months of 1999 from $644,000 for the first
three  months  of 1998.  The  decrease  in  sales  reflects  lower  sales by the
Company's independent dealers.

Housing  revenues  were  $1,253,000  for the first  three  months of 1999 versus
$219,000 for the  comparable  1998  period.  Revenues  are not  recognized  from
housing sales until the completion of construction and passage of title. Housing
revenues  increased  as of result of higher sales by the  Company's  independent
dealer network. The backlog of houses under contract was

                                       10

<PAGE>



$1,276,000 and $1,206,000 as of March 31, 1999 and March 31, 1998, respectively.
The  increase in housing  revenues is  directly  related to the  increase in the
Company's housing advertising and promotional programs for housing.

The  following  table  reflects the  Company's  real estate  product mix for the
periods indicated (in thousands):

<TABLE>
<CAPTION>
                                               Three Months Ended
                                               ------------------
                                            March 31,       March 31,
                                              1999            1998
                                            ---------       ---------
     <S>                                    <C>             <C>
     Gross Land Sales:
       Retail Sales*                        $    925        $   966
                                            --------        -------

     Housing Sales:
       Single Family                           1,253            219
                                            --------        -------
            Total Real Estate               $  2,178        $ 1,185
                                            ========        =======
<FN>

---------------------
*              New retail land sales contracts  entered into,  including deposit
               sales on which  the  Company  has  received  less than 20% of the
               sales  price,  net of  cancellations,  for the three months ended
               March 31, 1999 and March 31, 1998 were  $1,327,000  and $769,000,
               respectively. The Company had a backlog of approximately $998,000
               in  unrecognized  sales as of March 31, 1999.  Such contracts are
               not included in retail land sales until the applicable rescission
               period has expired and the Company has received payments totaling
               20% of the contract sales price.
</FN>
</TABLE>

Improvement  revenues  result from  recognition of revenues  deferred from prior
period sales.  Recognition occurs as development work proceeds on the previously
sold  property  or  customers  are  exchanged  to a developed  lot.  Improvement
revenues totaled $101,000 for the first three months of 1999 versus $265,000 for
the comparable 1998 period.

Interest  income was $109,000 for the first three months of 1999 versus $168,800
for the  comparable  period in 1998. The decrease is the result of a decrease in
the Company's  contracts  receivable,  resulting from the sale and assignment of
contracts receivable to the Company's lenders.

Other revenues were $108,000 for the three months of 1999 versus $81,000 for the
comparable  period in 1998.  Other  revenues  are  principally  generated by the
Company's title insurance and real estate brokerage subsidiaries.

Costs and Expenses
------------------

Costs and  expenses  were $ 2,481,000  for the first three months of 1999 versus
$2,001,000 for the comparable  period in 1998. Cost of sales were $1,246,000 for
the first three months of 1999,  versus  $497,000 for the  comparable  period in
1998. The increase reflects higher sales by the Company's independent dealers.

Commissions,  advertising and other selling  expenses  totaled  $612,000 for the
three months of 1999 versus $609,000 for the comparable  period in 1998.  Higher
retail sales resulted in increased  commission  expense.  Other selling  expense
decreased to $269,000 for the first three months of 1999 versus $277,000 for the
comparable period in 1998 as a result of lower jobsite expenses. Advertising and
promotional  expenses  decreased  to $9,000 for the first  three  months of 1999
versus $16,000 for the comparable period in 1998.

General and administrative  expenses were $315,000 for the first three months of
1999  versus   $424,000  for  the  comparable   period  in  1998.   General  and
administrative expenses decreased primarily due to reduced overhead expenses.

Real estate tax expenses were $193,000 for the first three months of 1999 versus
$257,000 for the comparable period in 1998.  Included in real estate tax expense
is interest and  administrative  fees on delinquent taxes, which accrue interest
at 18% per annum.

Interest expense was $116,000 for the first three months of 1999 versus $214,000
for the comparable  period in 1998. The decrease in interest expense is a result
of lower interest rates on outstanding debt.




                                       11

<PAGE>



Net Income (Loss)
-----------------

The Company  reported a net loss of $297,000  for the first three months of 1999
versus a loss of $622,000 for the comparable period in 1998.

Regulatory Developments which may affect Future Operations
----------------------------------------------------------

In Florida,  as in many growth areas,  local governments have sought to limit or
control  population  growth in their  communities  through  restrictive  zoning,
density reduction,  the imposition of impact fees and more stringent development
requirements.  Although the Company has taken such factors into consideration in
its master  plans by  agreeing,  for example,  to make  improvements,  construct
public  facilities and dedicate  certain  property for public use, the increased
regulation  has  lengthened  the  development  process and added to  development
costs.

The  implementation  of the Florida  Growth  Management  Act of 1985 (the "Act")
precludes  the issuance of  development  orders or permits if public  facilities
such  as  transportation,  water  and  sewer  services  will  not  be  available
concurrent  with  development.  Development  orders have been  issued  for,  and
development  has  commenced  in,  the  Company's   existing   communities  (with
development  being  completed  in  certain  of  these  communities).  Thus,  the
Company's  communities  are  less  likely  to be  affected  by  the  new  growth
management policies than future communities. Any future communities developed by
the Company will be strongly impacted by new growth management  policies.  Since
the Act and its implications are  consistently  being  re-examined by the State,
together  with  local  governments  and  various  state and  local  governmental
agencies,  the Company  cannot  further  predict the timing or the effect of new
growth management policies,  but anticipates that such policies may increase the
Company's permitting and development costs.

The Company's land sales  activities are further subject to the  jurisdiction of
the laws of various  states in which the  Company's  properties  are offered for
sale.  In  addition,  Florida  and other  jurisdictions  in which the  Company's
properties  are  offered  for  sale  have   strengthened,   or  are  considering
strengthening,  their regulation of subdividers and subdivided lands in order to
provide  further  assurances  to the public.  The Company has  attempted to take
appropriate steps to modify its marketing programs and registration applications
in the face of such increased regulation,  but has incurred additional costs and
delays in the  marketing  of certain  of its  properties  in certain  states and
countries. For example, the Company has complied with the regulations of certain
states which require that the Company sell its  properties to residents of those
states pursuant to a deed and mortgage transaction,  regardless of the amount of
the down  payment.  The  Company  intends to  continue to monitor any changes in
statutes or regulations  affecting,  or  anticipated to affect,  the sale of its
properties  and intends to take all  necessary and  reasonable  action to assure
that its properties and its proposed  marketing  programs are in compliance with
such regulations, but there can be no assurance that the Company will be able to
timely  comply with all  regulatory  changes in all  jurisdictions  in which the
Company's properties are presently offered for sale to the public.

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

               MORTGAGES AND SIMILAR DEBT

Effective  December 30, 1997,  the Company and its lenders  consummated  several
transactions  that  resulted in a reduction in the  Company's  outstanding  debt
obligation   through  the   conveyance  of  all  remaining  land  inventory  and
obligations in the Company's St. Augustine  Shores  Subdivision and the issuance
of  approximately  6.8  million  shares of Common  Stock at $1.00 per share (par
value).  Additionally,  the lenders purchased $7,500,000 in contracts receivable
from the  Company  to  generate  working  capital  and  further  reduce the debt
obligation.  Selex sold its remaining  debt  ($2,664,736),  including the Empire
note,  to Yasawa and the Company  owes no further duty or  obligation  to Selex,
which  provided  the Company  with a release.  The debt  purchased by Yasawa was
satisfied  through Yasawa's  purchase of 2,664,736 shares of Common Stock issued
by the Company at a per share conversion  price of One Dollar ($1.00),  which is
equal to par value.  Swan had  previously  acquired  $5,529,501 of the Company's
debt from Selex. This $5,529,501 was satisfied through the Company's  conveyance
of all of the Company's  remaining  land  inventory and  obligations  in its St.
Augustine  Shores  Subdivision to Swan . The price,  based upon appraised value,
was  adjusted to take into  account  the  development  obligations  on sold lots
assumed by Swan.  Scafholding  purchased  approximately  $7,500,000 in contracts
receivable  from the Company at  seventy-five  percent  (75%) of face value with
recourse for non-performing  contracts.  This sale generated  approximately $5.6
million,  $1,982,457 of which was used to reduce outstanding debt to Yasawa. The
balance was used by the Company to pay a portion of the

                                       12

<PAGE>



delinquent real estate taxes, to implement its marketing  programs,  to initiate
development   of  TimberWalk   and  to  meet  the  Company's   working   capital
requirements. A $4,144,602 portion of the Company's debt to Yasawa was satisfied
through  Yasawa's  purchase of  4,144,602  shares of Common  Stock issued by the
Company at a per share conversion price of One Dollar ($1.00), which is equal to
par value.

The terms of repayment of the Yasawa and Scafholding debt have been restructured
to provide for monthly  payments of principal in the amount of $100,000  payable
monthly  in cash or  with  contracts  receivable  at  100% of face  value,  plus
interest payable monthly on the declining  balance at the rate of 9.6% per annum
in cash or with contracts receivable at 65% of face value.  Effective January 1,
1999,  Yasawa and  Scafholding  agreed to reduce the annual  percentage  rate on
their  existing  loans to the  Company  from 9.6% to 6% per  annum.  Yasawa  and
Scafholding have not required the Company to make monthly interest  payments for
the period  September 1, 1998 to March 31, 1999. As of March 31, 1999, the total
amount of interest accrued is approximately $373,100.

From October 9, 1998 through the present, Swan has advanced the Company funds to
meet its working capital  requirements.  The Company's outstanding debt to Swan,
which is secured by a third lien on the Company's receivables, was $4,978,000 as
of March 31, 1999.  The Company  signed a promissory  note to Swan in March 1999
which  provides  that funds  advanced  by Swan will be paid back by the  Company
monthly in contracts receivables at 90% of face value, with recourse. There will
be no  interest  for the first six months  after an advance of money is received
from Swan by the Company;  thereafter  the interest shall be 6% per annum on the
outstanding balance of the advance. The amount of each monthly payment will vary
and will be dependent  upon the amount of contracts  receivable in the Company's
portfolio,   excluding  contracts   receivable  held  as  collateral  for  prior
receivable  sales.  Pursuant to the terms of the promissory note, the Company is
required to transfer to Swan  monthly as debt  repayment  all current  contracts
receivable  in  the  Company's  portfolio  in  excess  of the  aggregate  sum of
$500,000.  Funds advanced by Swan were used by the Company to pay  approximately
$2,567,000  in  outstanding  real estate  taxes for unsold  properties  with the
balance to meet the Company's working capital requirements.

The following table presents  information  with respect to mortgages and similar
debt (in thousands):
<TABLE>
<CAPTION>
                                         Three Months Ended       Year Ended
                                           March 31, 1999      December 31, 1998
                                           --------------      -----------------
                                     
     <S>                                   <C>                 <C>
   
     Mortgage Notes Payable..............  $ 6,670             $ 6,670
     Other Loans.........................    5,808               1,895
                                           -------             -------
       Total Mortgages and similar debt..  $12,478             $ 8,565
                                           -------             -------
<FN>
       *  Included in Mortgage  Notes Payable is the Yasawa loan  ($6,670,000 at
          March 31,  1999);  included  in Other  Loans is the  Scafholding  loan
          ($830,000  as of March 31, 1999) and the Swan loan  ($4,978,000  as of
          March 31, 1999).
</FN>
</TABLE>

Indebtedness  under various  purchase  money  mortgages  and loan  agreements is
collateralized by substantially all of the Company's assets,  including stock of
certain wholly-owned subsidiaries. The Company's outstanding debt to Scafholding
is  secured  by a  first  lien  on  the  Company's  receivables;  the  Company's
outstanding  debt to  Yasawa  is  secured  by a  second  lien  on the  Company's
receivables and a mortgage on all of the Company's  property;  and the Company's
outstanding  debt  to  Swan  is  secured  by  a  third  lien  on  the  Company's
receivables.

               CONTRACTS AND MORTGAGES RECEIVABLE SALES

In June, 1992 and February,  1990, the Company  completed sales of contracts and
mortgages receivable totaling $13,500,000 and $17,000,000,  respectively,  which
generated approximately $8,000,000 and $13,900,000 respectively, in net proceeds
to the  Company.  The  anticipated  costs of the  June,  1992  transaction  were
included in the  extraordinary  loss from debt  restructuring for 1991 since the
restructuring was dependent on the sale. The Company recorded a loss of $600,000
on the February,  1990 sale. In conjunction with these sales the Company granted
the purchaser a security interest in certain additional  contracts receivable of
approximately  $2,700,000 and conveyed all of its rights,  title and interest in
the property  underlying  such contracts to a collateral  trustee.  In addition,
these  transactions,  among other  things  require  that the Company  replace or
repurchase any receivable  that becomes 90 days  delinquent  upon the request of
the  purchaser.  Such  requirement  can be satisfied from contracts in which the
purchaser holds a security  interest  (approximately  $2,189,000 as of March 31,
1999). The

                                       13

<PAGE>



purchaser of these  receivables  experienced  financial  difficulty and filed in
1994 for protection under Chapter 11 of the Federal Bankruptcy Code. In November
1995,  the purchaser of these  receivables  sold the portfolio to Finova Capital
Corporation.   The  Company  has  fully   reserved  for  the  estimated   future
cancellations based on the Company's  historical  experience for receivables the
Company  services  and believes  these  reserves to be  adequate.  In 1998,  the
Company  did not replace any  delinquent  receivables.  As of March 31, 1999 and
1998, $1,391,000 and $1,302,000 in receivables were delinquent, respectively.

In March,  1993, the Company  transferred  $1,600,000 in contracts and mortgages
receivable generating approximately $1,059,000 in proceeds to the Company, which
was used for  working  capital  and the  creation  of a holdback  account in the
amount of $150,000.  In 1998, the balance of the monies in the holdback  account
were withdrawn by the contracts  receivable  purchaser  pursuant to the purchase
agreement and the holdback account was terminated.

In December 1997,  Scafholding purchased  approximately  $7,500,000 in contracts
receivable  from the Company at  seventy-five  percent  (75%) of face value with
recourse for non-performing  contracts.  This sale generated  approximately $5.6
million,  $1,982,457 of which was used to reduce outstanding debt to Yasawa. The
balance  has been used by the  Company to pay a portion of the  delinquent  real
estate taxes, to implement its marketing  programs,  to initiate  development of
TimberWalk and to meet the Company's working capital requirements.

During 1998,  Scafholding  purchased  approximately  $1,400,000 in contracts and
mortgages  receivable from the Company at sixty-five percent (65%) of face value
with recourse for non-performing contracts.  These sales generated approximately
$900,000 used to meet the Company's working capital requirements.

From October 9, 1998 through the present, Swan has advanced the Company funds to
meet its working capital  requirements.  The Company signed a promissory note to
Swan in March 1999 which  provides that funds advanced by Swan will be paid back
by the Company  monthly in  contracts  receivables  at 90% of face  value,  with
recourse. There will be no interest for the first six months after an advance of
money is received from Swan by the Company;  thereafter the interest shall be 6%
per annum on the outstanding balance of the advance.  The amount of each monthly
payment will vary and will be dependent upon the amount of contracts  receivable
in the Company's  portfolio,  excluding contracts  receivable held as collateral
for prior  receivable  sales.  Pursuant to the terms of the promissory note, the
Company is required to transfer to Swan  monthly as debt  repayment  all current
contracts  receivable in the Company's  portfolio in excess of the aggregate sum
of $500,000.

The  Company  was  the  guarantor  of  approximately  $12,113,000  of  contracts
receivable  sold or  transferred  as of March  31,  1999,  for the  transactions
described  above.  There  are  no  funds  on  deposit  with  purchasers  of  the
receivables  as security to assure  collectibility  as of such date. A provision
has been established for the Company's  obligation under the recourse provisions
of  which  $3,376,000  remains  at  March  31,  1999.  The  Company  has been in
compliance  with  all  receivables   transactions   since  the  consummation  of
receivable sales.

The Company has an agreement with Scafholding and Citony Development Corporation
for the  servicing of their  receivable  portfolios.  During  1998,  the Company
received approximately $82,000 in revenue pursuant to these agreements.

In the  future,  if the Company  elects to do so,  Yasawa and  Scafholding  have
agreed to purchase contracts receivable at 65% of face value, with recourse. The
Company has an agreement  with Swan whereby Swan will loan the Company  funds to
be repaid with contracts receivable at 90% of face value, with recourse.

               OTHER OBLIGATIONS

As of March 31,  1999,  the Company had  estimated  development  obligations  of
approximately  $25,000 on sold property, an estimated liability to provide title
insurance  and  deeding  costs  of  $324,000  and an  estimated  cost of  street
maintenance,  prior to assumption of such  obligations  by local  governments of
$611,000,  all of which are  included  in  deferred  revenue.  The total cost to
complete  improvements as of March 31, 1999,  including the previously mentioned
obligations,   was  estimated  to  be  approximately   $960,000.  The  Company's
development  obligation was substantially reduced in 1997 by the consummation of
the Agreement  approved by the  stockholders on November 4, 1997.  Approximately
$7,400,000 of the development  obligation at St. Augustine Shores was assumed by
Swan. In addition,  the creation of a Lot Exchange Trust reduced the development
obligation at Marion Oaks and Sunny Hills by approximately $5,800,000.


                                       14

<PAGE>



                LIQUIDITY

Retail land sales have  traditionally  produced  negative  cash flow through the
point of sale as a result of a regulatory  requirement  to sell fully  developed
lots and the additional  requirement to pay marketing and selling expenses prior
to or shortly  after the point of sale. In an effort to offset the negative cash
flow  effects of  installment  land sales,  the  Company is  directing a greater
portion  of its  marketing  efforts  to the sale of lots with homes and has just
begun offering lots for sale in compulsory  building areas where a lot purchaser
must complete  payments for the lot and construct a home within a limited period
of time.

The Company has been  dependent on its ability to sell or otherwise  finance its
contracts   receivable   and/or   secure  other   financing  to  meet  its  cash
requirements.  Since 1992, the Company has been largely  dependent on Yasawa and
related  parties for the financing of its operations.  Although  Scafholding has
purchased contracts receivables at the rate of 65% of face value, with recourse,
and Swan has loaned the Company  additional funds to be paid back with contracts
receivable  at the rate of 90% of face  value,  with  recourse,  there can be no
guarantee  that the Company will be able to generate  sufficient  receivables to
obtain sufficient financing in the future or that Yasawa, Scafholding,  Swan and
other related parties will continue to make loans to the Company.

               YEAR 2000

The  Company  utilizes  a number of  software  systems in  conjunction  with its
community  development,  contract processing and contract servicing  operations.
The Company has  received  assurances  from third  party  servicing  agents that
systems being used in  conjunction  with the  Company's  business are or will be
Year 2000 compliant on a timely basis. The Company has and will continue to make
certain  investments  in its  software  systems and  applications  to ensure the
Company is Year 2000  compliant.  The  financial  impact of  becoming  Year 2000
compliant  has not been and is not  expected  to be  material  to the  Company's
financial position or the results of operations in a given year.


                                       15

<PAGE>



                           PART II - OTHER INFORMATION
                           ---------------------------

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K.

          (a)  Exhibits
               None.

          (b)  Reports on Form 8-K
               None.


                                       16

<PAGE>


                                    SIGNATURE
                                    ---------

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 thereunto duly authorized.



                                               THE DELTONA CORPORATION



Date: May 14, 1999                             By: /s/Donald O. McNelley
      ------------                                 ---------------------
                                                   Donald O. McNelley
                                                   Treasurer
                                                   (Principal Financial Officer)


                                       17

<PAGE>