________________________________________________

                                 FORM 10-KSB405

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                ________________________________________________

               [ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                    For the Fiscal Year Ended March 31, 1999

               [___] TRANSITION REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

              For the transition period from _________to ________.

                            Commission File No. 08117
                ________________________________________________

                        CHURCH LOANS & INVESTMENTS TRUST
                 (Name of small business issuer in its charter)

               Texas                                   75-6030254
    _______________________________                ___________________
    (State or other jurisdiction of                  (IRS Employer
    incorporation or organization)                 Identification No.)

         5305 I-40 West, Amarillo, Texas                  79106
    ________________________________________            __________
    (Address of principal executive offices)            (Zip Code)

                                 (806) 358-3666
                           ___________________________
                           (Issuer's telephone number)

Securities registered pursuant to Section 12(b) of the Exchange Act: None

Securities  registered  pursuant to Section 12(g) of the Exchange Act: Shares of
Beneficial Interest

                ________________________________________________

     Check whether the issuer (1) has filed all reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 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 [___]

     Check if there is no disclosure  of  delinquent  filers in response to Item
405 of  Regulation  S-B  contained  in  this  form,  and no  disclosure  will be
contained, to the best of registrant's
<PAGE>



knowledge,  in  definitive  proxy  or  information  statements  incorporated  by
reference of part III of this Form 10-KSB or any  amendment to this Form 10-KSB.
[ X ]

     Issuer's revenues for its most recent fiscal year: $4,561,217.

     The aggregate  market value of the voting stock held by  non-affiliates  of
the registrant is $16,256,393 as of June 2, 1999.

     The number of shares  outstanding of each of the issuer's classes of common
stock, as of March 31, 1999 is 7,000,806 shares of beneficial interest.

                      Documents Incorporated by Reference:

     Portions of the Annual Report to Shareholders  for the year ended March 31,
1999, are incorporated by reference into Parts II and III.

     Exhibits  3(a) and 3(b)  included  in Form S-11 under File No.  2-51235 are
incorporated by reference into Part III.

                                       -2-
<PAGE>
                                TABLE OF CONTENTS
                        FORM 10-KSB ANNUAL REPORT - 1999
                        CHURCH LOANS & INVESTMENTS TRUST

                                                                      Page
                                                                      ____
        PART I

             Item 1:  Description of Business ................          4
             Item 2:  Description of Properties ..............          6
             Item 3:  Legal Proceedings ......................          6
             Item 4:  Submission of Matters to a Vote of
                       Security Holders ......................          6


        PART II

             Item 5:  Market for Common Equity
                       and Related Stockholder Matters .......          7
             Item 6:  Management's Discussion and Analysis or
                       Plan of operation .....................          8
             Item 7:  Financial Statements ...................         14
             Item 8:  Changes in and Disagreements with
                       Accountants on Accounting and
                       Financial Disclosure ..................         14


        PART III

             Item 9:  Directors, Executive Officers, Promoters
                       and Control Persons; Compliance with
                       Section 16(a) of the Exchange Act .....         15
             Item 10: Executive Compensation .................         16
             Item 11: Security Ownership of Certain Beneficial
                       Owners and Management .................         17
             Item 12: Certain Relationships and Related
                       Transactions ..........................         18
             Item 13: Exhibits and Reports on Form 8-K .......         18

                                      -3-
<PAGE>
                                     PART I

Item 1: DESCRIPTION OF BUSINESS

Church Loans & Investments Trust ("the Trust") is a real estate investment trust
organized under the laws of the State of Texas in March 1963. Although the Trust
has the  authority to engage in the  business of buying,  selling and leasing of
real  estate,  the Trust  has  heretofore  restricted  its  business  activities
primarily  to making  loans to churches and other  nonprofit  organizations  and
assisted  living  centers  which are secured by a first  mortgage on real estate
owned by such borrowers.

The period of duration of the Trust, unless dissolved in accordance with law, or
by the consent of the owners of shares of beneficial  interest in the Trust,  is
perpetual.  The Trust may be dissolved by the affirmative  vote of not less than
two-thirds of the owners of outstanding  shares of the Trust.  Owners of Secured
Savings  Certificates,  a debt instrument  issued by the Trust,  have no vote in
regard to any activities of the Trust, including dissolution.

The control and management of the Trust properties,  and all powers necessary or
appropriate  to  effect  any and all of the  purposes  for  which  the  Trust is
organized, is vested in the Board of Trust Managers.

The  number of shares of  beneficial  interest  in the Trust  which the Trust is
authorized to issue is unlimited.

The Trust is  qualified  as a "real  estate  investment  trust"  under  Sections
856-858 of the Internal  Revenue Code of 1986 as amended (the "Internal  Revenue
Code" or "Code").  It is the  intention of the Trust to continue to qualify as a
real estate investment trust under the Code.

The Trust  maintains  an office  located at 5305 I-40 West,  Amarillo,  TX 79106
(telephone 806/358-3666).

As mentioned  above,  the Trust is  primarily  engaged in the business of making
mortgage loans to churches and other nonprofit organizations and assisted living
centers.  The  Declaration  of Trust  restricts the  investments of the Trust to
loans  secured by a first  mortgage,  deed of trust or other lien  covering real
property with the amount of such loans not to exceed 66 2/3% of the value of the
real  property  securing  such loan as  determined  by a  competent  independent
appraiser.  Although  the Trust has been  primarily  in the  business  of making
long-term  mortgage  loans,  during  the past  several  years  it has also  been

                                       -4-
<PAGE>

actively involved in making short-term  interim or construction loans to finance
the  construction  of church  buildings,  the  construction  of assisted  living
centers,   the  purchase  of  real  estate,   or  the  refinancing  of  existing
indebtedness.  Most of the interim loans  presently  being made by the Trust are
associated with bond offerings of churches and other nonprofit organizations and
assisted living centers. These interim loans are scheduled to be repaid from the
proceeds of the bond offerings.

The Trust is not limited to the location of the  property  securing any loans in
which it may invest and seeks to spread its  investments  in areas of the United
States where favorable yields prevail.

As of March 31, 1999, the Trust has 121 permanent and interim mortgage loans and
investments in church bonds having a principal balance of $37,657,511,  with the
average principal amount thereof being $311,219.10.  The interest rates on these
loans vary from 7.5% to 17% per annum with the weighted average interest rate of
mortgage  loans and church bonds being  10.06% per annum at March 31, 1999.  The
original  terms of these  loans  vary  from one year to thirty  years,  with the
majority being for a term of twenty years.

During the fiscal year of the Trust ending March 31, 1999, the net income of the
Trust was  $2,505,826,  as compared to $2,226,533 in fiscal 1998, an increase of
12.54%.  The  increase  in net income of the Trust was due to  several  factors,
including (a)an increase in the investment in mortgage and interim loans made by
the  Trust  thereby  increasing  the net  interest  income  of the trust and the
commitment fees earned by the Trust; and (b) an increase in income realized from
loan purchase discounts.

The net income of the Trust for each of the quarters  during  fiscal 1999 was as
follows:    first    quarter-$608,529;     second    quarter-$672,504;     third
quarter-$597,839; and fourth quarter-$626,954.

The operational  expense of the Trust decreased from $698,138 during fiscal 1998
to  $684,706  in  fiscal  1999.  The  operational  expenses  of the  Trust  were
approximately  15.01% of its gross  income for the year ended  March 31, 1999 as
compared to 17.50% for the year ended March 31, 1998. The operational expense of
the Trust  included  general and  administrative  expenses and  compensation  to
members of the Board of Trust Managers.

During  fiscal 1999,  the Trust  advanced  loan  proceeds of  $35,518,740  on 32
different  loans.  Most,  if not all, of such loans bear  interest at a variable
rate  varying  from 1.5% to 2% per annum in excess of the prime rate of interest
published  by the Wall  Street  Journal  and known as the "Wall  Street  Journal
Prime."

During the first 10 months of fiscal 1999,  the Trust employed a total of 4 full
time employees and employed,  as needed, one additional  part-time employee.  On
February 1, 1999, the Trust added one full-time employee.

                                       -5-
<PAGE>
The business  conditions in which the Trust operates has become more competitive
in the past fiscal year as more and more banks are  re-entering  the business of
making loans to churches,  especially  the more  desirable,  less risky,  church
loans.  If this trend  continues,  the rates and fees which the trust can charge
may decrease.  However,  loan demand  remains good as evidenced by the number of
loan  requests  received  by the  Trust  and  the  number  of  loan  commitments
outstanding as of March 31, 1999.

Item 2: DESCRIPTION OF PROPERTY

The Trust  maintains as its only place of business  its offices  located at 5305
I-40  West,  in  Amarillo,  Texas.  Such  building  is owned by the Trust and is
occupied  solely by the  Trust.  There is no debt owed by Trust in regard to its
real property.

The real properties of the Trust,  net of depreciation and excluding real estate
acquired  through  foreclosure,  are not a  significant  portion of the  Trust's
assets, representing less than 1% of the Trust's total assets.

As previously mentioned,  the Trust's primary business is the making of mortgage
loans to churches and other nonprofit organizations and assisted living centers.
The Declaration of Trust restricts the investments of the Trust to loans secured
by a first  mortgage,  deed of trust,  or other lien covering real property with
the amount of such loans not to exceed 66 2/3% of the value of the real property
securing  such loan.  The  Declaration  of Trust may not be amended  without the
affirmative  vote of  two-thirds  (2/3 rds) of the  Certificates  of  Beneficial
Interest  entitled to vote.  The Board of Trust  Managers'  general policy is to
limit  investment  of Trust  assets  in any one  mortgage  loan to not more than
$2,000,000.  All such investment in mortgage loans is for the purpose of earning
income for the Trust.

Due to several  foreclosures of nonperforming loans, the Trust holds title or an
interest  in the title to two  properties  which are  presently  for sale by the
Trust. These properties are located in San Antonio, Texas and Decatur, Georgia.

Item 3: LEGAL PROCEEDINGS

None

Item 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

                                       -6-
<PAGE>
                                     PART II

Item 5: MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

(a) Market Information

There is no  established  public  trading  market for the  shares of  beneficial
interest of the Trust.  During fiscal 1999 a total of 97,440 shares were sold in
the secondary  market at prices ranging from $2.265 to $2.75 per share. The last
sale  during the fiscal year was at $2.50 per share.  During  fiscal year 1998 a
total of 147,328 shares were sold in the secondary market at prices ranging from
$2.20 to $2.75 per share.

The range of high and low bid information  for shares of beneficial  interest of
the Trust for each quarter within the last two fiscal years is as follows:

                  Quarter           Fiscal 1999    Fiscal  1998
                  -------            High    Low    High    Low
                                    ______  _____  ______  _____
                  April-June .....   $2.35  $2.30  $2.30   $2.25
                  July-September .    2.35   2.30   2.75    2.25
                  October-December    2.44   2.265  2.40    2.25
                  January-March ..    2.75   2.35   2.65    2.25

The source of the above information is the Trust's own records. The Trust serves
as the Transfer Agent for its own shares.

(b) Holders

At March 31, 1999 there were 2,462 shareholders of the Trust.

(c) Dividends

Cash dividends on all outstanding shares of beneficial interest in the Trust are
declared twice annually, for the 3 month period ending March 31, and the 9 month
period ending December 31. In fiscal 1998 the Trust paid a cash dividend of $.31
per  share.  In fiscal  1999 the Trust paid a total  cash  dividend  of $.36 per
share.

                                       -7-
<PAGE>
(d) Sales of Unregistered Securities.

None.

Item 6: MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Results of Operations--1999 compared to 1998

During the fiscal year ended  March 31,  1999,  interest  income and fees of the
Trust  increased  by $572,504  (14.35%)  over the  previous  fiscal  year.  Such
increase  was  primarily  attributable  to  several  factors,  including  (a) an
increase in the amount of  performing  loans made by the Trust  during the year;
and (b) the  realization  of income from the early payoff of loans  purchased by
the  Trust at a  discount.  Although,  there  was a  decrease  in the  amount of
performing interim loans held by the Trust from $10,732,915 as of March 31, 1998
to  $10,406,937  as of March 31,  1999,  there  was an  increase  in  performing
mortgage  loans during the recent fiscal year from  $22,165,629  as of March 31,
1998 to  $23,109,175  as of March 31,  1999.  Therefore,  the  total  performing
mortgage loans,  church bonds and performing interim  construction loans held by
the Trust  increased from  $32,898,544 as of March 31, 1998 to $33,516,112 as of
March 31, 1999. More  significantly,  there was an increase in the investment in
mortgage and interim loans made by the Trust during  fiscal 1998 of  $33,238,225
as compared to $35,518,740  during fiscal 1999.  This  represents an increase of
$2,280,515  or 6.86%.  The increase in the  investment  by the Trust in mortgage
loans also  contributed  to an increase of $58,860 in commitment  fees earned by
the Trust in fiscal 1999 as compared to fiscal 1998. Income from the realization
of loan  discounts from loan purchases also increased from $236,512 for the year
ended March 31, 1998 to $330,074 for the year ended March 31, 1999,  an increase
of $93,562.

These  increases  more that offset a decrease in the  average  interest  rate on
loans and church  bonds held by the Trust  from  10.95% as of March 31,  1998 to
10.06% as of March 31, 1999 and a decrease in interest on temporary  investments
held by the Trust from  $62,705 as of March 31,  1998 to $34,996 as of March 31,
1999.

In fiscal  1999,  the average  aggregate  amount of total debt  outstanding  was
$3,030,868 more than in fiscal 1998.  Accordingly,  the interest  expense of the
Trust  increased  by  $218,088 as compared to fiscal  1998.  Such  increase  was
primarily  due to an  increase  in the  debt of the  Trust.  Such  increase  was
somewhat  offset by a decrease in the  Trust's  cost of funds.  The  approximate
weighted  average  annual  interest  rate upon the  aggregate  outstanding  debt
decreased from 7.44% during fiscal 1998 to 6.90% during fiscal 1999.

The net income of the Trust for fiscal 1999 was $2,505,826 ($.36 per share),  an
increase of $279,293  (12.54%) from the previous  fiscal year. Such increase was
primarily  attributable  to an increase in net interest income in fiscal 1999 as
compared to fiscal 1998 as  discussed  above.  Dividends  related to fiscal 1999
were  $2,450,283 or $.35 per share.  Dividends are based on taxable income which
varies from net income reported in the financial statements because of

                                       -8-
<PAGE>
temporary  differences  (differences  between  the  tax  basis  of an  asset  or
liability and its reported  amount in the financial  statements that will result
in taxable or deductible amounts in future years).  Future dividends may be more
or less  than  net  income  reported  in the  financial  statements  because  of
variances in these temporary differences.

During  fiscal 1999,  the prime  interest  rate  decreased  from 8.50% to 7.75%.
Should the prime interest rate decrease during fiscal 2000, the interest expense
of the Trust  will  generally  decrease  and the net income of the Trust will in
turn generally  increase.  Should the prime interest rate increase during fiscal
2000,  the  interest  expense of the Trust will  generally  increase and the net
income of the Trust will in turn generally decrease.

Payments  received on the interim and  permanent  loan  portfolio and the church
bonds  held by the  Trust  increased  from  $31,194,006  during  fiscal  1998 to
$35,610,274  during  fiscal  1999,  an increase  of 14.16%.  This  increase  was
attributable  to: (a) an increase in interim  loans made by the Trust during the
year ended  March 31,  1999 and (b) the  pay-off  prior to  maturity  of several
mortgage loans.

During fiscal 1998, the Trust foreclosed on three nonperforming loans with total
principal   balances  of   approximately   $1,360,000.   One  loan   constituted
approximately $976,000 of the total and was secured by an assisted living center
located in Sedona,  Arizona. The Trust sold its interest in this property during
fiscal 1999. However,  the Trust financed such purchase by the acceptance of the
purchaser's  interim promissory note payable to the Trust.  Therefore,  the gain
from this sale will be recognized by the Trust as such interim note is paid. The
Trust sold another  property located in Colorado  Springs,  Colorado in exchange
for part cash and the remainder of the purchase price is paid pursuant to a note
executed by the purchaser of such property. Once again, the Trust will recognize
the  balance  of the gain  from the sale of this  property  as the note is paid.
Finally, the Trust has also sold a portion of a piece of property located in San
Antonio,  Texas which it had received in a foreclosure conducted in fiscal 1998.
Presently, the Trust is actively seeking disposition of the balance of this land
located in San Antonio, Texas which is unimproved raw land.

Liquidity and Capital Resources

The Trust is engaged  primarily in the business of making  permanent and interim
loans to churches and other  non-profit  organizations,  and to other borrowers,
including  businesses  engaged in the building and operation of assisted  living
centers. At March 31, 1999, the Trust had eight loans to two different borrowers
which are  secured  by  assisted  living  centers  which  totaled  approximately
$12,233,000.   Four  of  these  loans  were  to  affiliated  borrowers  totaling
approximately  $9,001,000 and with the remaining four loans to another  borrower
totaling  $3,232,000.   In  addition,   the  Trust  had  four  loan  commitments
outstanding as of March 31, 1999 for the  construction and financing of assisted
living centers in the total approximate amount of $3,825,000.

                                       -9-
<PAGE>
The assets of the Trust  primarily  consist of its loan portfolio and its office
building and facilities.  The  operational  expense of the Trust is comprised of
the  maintenance  of its office  building,  the  payment of the  salaries of its
management and clerical staff and the payment for legal and accounting services.
Substantially  all of the Trust assets are invested in the permanent and interim
loans made by the Trust. The only potential  liquidity problems of the Trust are
related to the timely and proper  repayment by the Trust of the leveraged  funds
it has  borrowed  to make loans in excess of its capital and the ability to fund
loan  commitments  which  totaled  $11,452,000  at March  31,  1999.  All of the
indebtedness  of  the  Trust  is  generally  classified  as  short  term  having
maturities ranging from "on demand" to maturities repayable over various periods
extending through 2001.

The annual  maturities upon all debt obligations of the Trust  outstanding as of
March  31,  1999 for the next  two  fiscal  years  are:  2000--$14,145,040;  and
2001-$726,000. These debt obligations primarily consist of the Trust's bank line
of  credit,   Master   Note   Agreements   and  Secured   Savings   Certificates
("Certificates")  which have been previously  issued by the Trust.  Certificates
outstanding  as of March 31,  1999 that will  mature  during the next two fiscal
years are: 2000-$2,037,376; and 2001-$726,000.

At March 31, 1999 loans to the Trust under Master Note  Agreements  which are in
effect demand notes total  $8,257,664.  In the past,  the Trust has utilized its
bank line of  credit,  principal  paid to the Trust  upon its  outstanding  loan
portfolio,  and the proceeds  received from the sale of Certificates in order to
meet its maturing obligations.

At March 31,  1999,  the  balance  which could be borrowed by the Trust upon its
bank line of credit was  $11,150,000.  The  principal  payments  scheduled to be
received by the Trust upon its loan  portfolio  for the years  ending  March 31,
2000 and 2001 are  $13,376,084,  and $1,616,852,  respectively.  Assuming all of
these scheduled principal payments are received,  these payments,  together with
the balance  available to Church  Loans on its bank line of credit,  would allow
Church Loans to have sufficient funds to meet its maturing  obligations and fund
loan  commitments  without the  necessity  for Church  Loans  having to sell any
additional Certificates or borrow funds from other sources.

During fiscal 1998 and 1997 the Trust sold Certificates in the principal amounts
of $3,314,121 and $2,648,579,  respectively. Due to the cost of registration and
the  other  costs of sales of such  Certificates,  the cost of these  funds  are
normally  higher than the cost of borrowing  from bank sources or master  notes.
Therefore,  the Trust  discontinued  the registration of Certificates and ceased
the sales of  Certificates  as of July 16,  1997.  The Trust  also  obtained  an
increase in its bank line of credit from  $10,000,000 to  $15,000,000  effective
September 1, 1997.  Based upon the success of the Trust to obtain  borrowings in
the past, the Trust is confident that,  should it be necessary,  it will be able
to register and sell  Certificates  or obtain  additional  bank financing in the
future  in  sufficient  amounts  for  the  Trust  to  timely  meet  all  of  its
obligations.

                                      -10-
<PAGE>
Should all the scheduled  principal payments upon loans made by the Trust not be
received,  and should the Trust be unable to borrow  against its line of credit,
and should  borrowings from other sources not be available it would be necessary
for the Trust to sell a portion of its mortgage  loan  portfolio in order for it
to meet all of its  financial  obligations.  At March 31,  1999,  the  principal
balance of the loan and church bond portfolio of the Trust was $37,071,141.  The
weighted  average  interest rate on loans and church bonds was 10.06% per annum.
In view of the normal  marketability  of  conventional  loans,  the Trust  would
probably be required to discount the great  majority of these loans in order for
them to be  attractive  for  purchase.  The  principal  amount of these loans if
discounted to yield a weighted  average  interest rate of 12%, 14% and 16% would
be  $31,077,973,  $26,638,263,  and  $23,308,480,   respectively.  There  is  no
assurance  that the  Trust  would be able to sell  all,  or a  portion  of,  its
portfolio  of loans,  in which  event,  it would be  necessary  for the Trust to
secure a loan,  or  loans,  from a lender  in  order  for the  Trust to meet its
financial  obligations.  There is no  assurance  that the Trust would be able to
secure a loan in such instance.  The Trust has sold only one of the loans in its
mortgage loan portfolio and therefore has limited experience in this area.

Principal payments scheduled to be received by the Trust upon its permanent loan
portfolio  during the years ending March 31, 2000 and 2001,  if not used to fund
new loan  commitments,  would be used to reduce the outstanding  indebtedness of
the  Trust.  Should  the Trust use the  payments  of  principal  which  shall be
received upon its loan  portfolio to reduce its  outstanding  indebtedness,  the
interest  expense of the Trust will  decrease.  In such  instance,  whether  the
decrease in the interest  income will exceed,  or be less than,  the decrease in
the interest  expense will largely be dependent  upon the prime rate of interest
prevailing  at such time due to the fact that the  interest  to be earned by the
Trust upon its mortgage loan  portfolio is generally  based upon a fixed rate of
interest or a variable rate of interest that  periodically  reprices,  while the
interest  to be paid by the Trust upon its  outstanding  debts is  directly,  or
indirectly, tied to the prime rate of interest charged by major domestic banks.

As of March 31, 1999, a substantial  portion of the promissory  notes evidencing
the  loans  made by the Trust  have  been  pledged  to  secure  its  outstanding
indebtedness.  At March 31, 1999  promissory  notes in the  principal  amount of
$5,406,722  had been pledged to secure  Certificates  which had been  previously
sold by the Trust. The required  collateral for these Certificates (based on the
ratio of 1 to 1 for Certificates in Series O) was $2,763,376,  leaving an excess
of  promissory  notes  which  have been  pledged  by the  Trust to  secure  said
Certificates of $2,643,346.  Additionally,  promissory notes totaling $9,304,931
were  pledged  against  the bank  line of credit  which had a total  outstanding
balance  of  $3,850,000.   The  required  collateral  for  this  bank  loan  was
$4,235,000,  leaving an excess of  promissory  notes which have been  pledged to
secure  said bank notes of  $5,069,931.  These  excess  promissory  notes may be
reassigned by the Indenture Trustee or bank to the Trust to be sold in order for
the Trust to meet its financial obligations. Should it be necessary in order for
the Trust to meet its  financial  obligations,  these excess notes  amounting to
$7,713,277 and other additional  promissory  notes in the approximate  amount of
$22,359,488 (for a total amount of $30,072,765) would be available to be sold by
the Trust to meet its financial obligations.  Should the excess promissory notes
be  assigned  by the  Indenture  Trustee  or bank  to

                                      -11-
<PAGE>
the Trust as heretofore  described,  all  outstanding  Certificates  sold by the
Trust and the bank line of credit  would  continue to be secured by the required
ratio of notes pledged to the principal  balance of these  Certificates  and the
bank line of credit.  There is no assurance that the Trust would be able to sell
all, or any portion of these notes.

Cash flows from  operating  activities  consists  primarily  of net income.  The
primary  components  of net income are  interest  income and  expense.  Interest
income  should  continue  to be the main source of cash  provided  by  operating
activities;  however,  the  availability of this cash flow is dependent upon the
ability of the borrowers to repay loans.  Although  there was an increase in the
amount of non-performing  loans as of March 31, 1999 compared to March 31, 1998,
management  does not  expect  material  changes  in such loans in the near term.
Accordingly,  cash provided by operating  activities has been and is expected to
be a relatively stable source of cash flow.

Cash flows from investing  activities  results  primarily from investment in and
payments received on mortgage and interim construction loans and church bonds.

Cash flows  from  financing  activities  relate  primarily  to the  payments  on
Certificates  and  borrowings  and  payments  on notes  payable  and the line of
credit.  Borrowings  are made as funds are  needed to make  loans or as  current
obligations become due. Based upon the success of the Trust to obtain borrowings
in the past, the Trust is confident that it will be able to obtain borrowings in
the future in sufficient  amounts,  along with payments to be received on loans,
to timely meet its obligations.  Furthermore,  the Trust is confident that if it
decides to register additional  Certificates in the future it would have similar
success in selling the Certificates as it has had in the past.

Inflation

At March 31, 1999, the weighted  average  interest rate on the mortgage loan and
church  bond  portfolio  of the Trust was  10.06% per annum  while the  weighted
average  interest  rate upon all  borrowings  of the Trust was 6.90% per  annum.
Although a majority of the loans  constituting  the loan  portfolio of the Trust
have been made at  variable  rates of interest  that  generally  reprice  either
daily, annually, or otherwise periodically,  a portion of the loans constituting
the  Trust's  loan  portfolio  have been  made at fixed  rates of  interest  and
therefore are not subject to being increased or decreased during the term of the
loan.  All  of  the   indebtedness  of  the  Trust,   other  than  the  existing
Certificates,  is  either  directly  or  indirectly  tied to the  prime  rate of
interest  charged by major  banking  institutions  and  therefore  is subject to
fluctuation.  During periods of inflation, the prime rate of interest charged by
major  banking  institutions,  as well as the interest rate or cost of borrowing
money from any lender, generally increases. Consequently, during an inflationary
period the  interest  expense of the Trust would  increase.  Since the  interest
income of the Trust would not  increase as rapidly,  an increase in the interest
expense  of the Trust  would  decrease  the net  income of the  Trust.  However,
interest  income should  subsequently  increase as variable rate loans  reprice.
Should the amount of the loans and the amount of the  indebtedness  of the Trust
remain  constant,  and  should  the  weighted  average  interest  rate  upon the
indebtedness increase to

                                      -12-
<PAGE>
approximately  25.08% per annum, the interest income and the interest expense of
the Trust would be substantially equal.

Odd-Lot Tender Offer

During  fiscal 1999,  the Trust  completed an odd-lot  tender  offer.  Effective
September 1, 1998, the Trust extended a tender offer to all shareholders  owning
less than 100 shares of  beneficial  interest to purchase  such shares for $2.50
per share.  The offer  expired  November  30, 1998. A total of 6,596 shares were
purchased as a result of such odd-lot tender offer,  thereby reducing the number
of outstanding shares of beneficial interest in the Trust to 7,000,806.

Year 2000 Issues

The following  information  which appears in this section  constitutes Year 2000
Readiness  Disclosure,  pursuant  to  the  Year  2000  ("Y2K")  Information  and
Readiness  Disclosure Act. The Year 2000 issue is the result of computer systems
using a two-digit  format,  as opposed to four digits, to indicate the year. Any
of the Trust's computer programs or hardware that have  date-sensitive  software
or embedded chips may not appropriately interpret dates beyond the year 1999.

This could result in a system failure,  miscalculation  or other computer errors
causing  disruptions  of  operations.  The  Trust's  plan to  address  the issue
involves the following five phases: awareness, assessment,  remediation, testing
and implementation.  The plan also involves  communicating with external service
providers to ensure that they are taking  appropriate  action to remedy any Year
2000 issues.  To date,  the Trust has completed  its  assessment of systems that
could be affected by the Year 2000. As part of the  assessment  phase,  systems,
which have the greatest impact, were designated as mission critical systems.

Internal mission  critical  systems include the Trust's internal  accounting and
information system. This system includes a small server-based local area network
and a small peer-to-peer network that uses commercially  available operating and
networking software. The vendors (primarily Microsoft,  Compaq and Gateway) have
certified this hardware and software as Year 2000 compliant. The Trust's primary
financing  application  programs  (including  general  ledger,   mortgage  loan,
shareholder,  bond financing and Secured Savings Certificate accounting modules)
are  customized.  During November 1998, an independent  consultant  performed an
analysis to  determine  if programs  were Year 2000  compliant.  The cost of the
testing was less than $1,000. The Trust has engaged the consultant to modify and
test the  noncompliant  programs.  Remediation  began  about  December  1998 and
through May 31, 1999 was 65%  complete.  The  consultant  has  committed  to the
completion of remediation and testing no later than December 15, 1999,  however,
it is  believed  that  remaining  modifications  and testing  will be  virtually
complete by the end of the third calendar quarter. It is estimated that the cost
to modify  the files will range  from  $6,000 to $7,500  (excluding  the cost to
upgrade and replace systems used in the ordinary course of business). Such costs
will be charged to expense as incurred.

                                      -13-
<PAGE>
The Trust's  operations are relatively  simple.  As far as essential vendors are
concerned,  the primary ones are considered to be the Trust's  primary bank (the
same bank serves as  depositor  and  lender),  and the  electric  and  telephone
utility.  The Trust has received  reports from these  providers  regarding their
efforts to attain Y2K readiness. The negative impact of large loan customers who
have not dealt with the  implications  of the Y2K  problem  on their  operations
could be serious to the Trust. However, the Trust does not believe that the risk
to its  typical  loan  customer  is as  great  as it is to a  normal  commercial
operation.  This is due to the fact that the source of loan  payments  generally
made by all churches is from individuals making  contributions via cash or check
to the church.  Accordingly, it is believed that most churches should not suffer
adversely  from  the Y2K  issue.  Nevertheless,  the  Trust  surveyed  its  loan
customers  with  balances over $100,000 in the first quarter of calendar 1999 to
determine their Y2K  compliance.  Most churches have responded that they will be
in  compliance.  The Trust intends to follow up soon on those  churches who have
not responded.

The Trust believes that it has an effective program in place to resolve the Year
2000 issue in a timely manner and that it is unlikely that Year 2000 issues will
cause any  significant  problems  with  customer  service  or  otherwise  have a
material  adverse  impact on the Trust's  operations  or financial  performance.
However,  if appropriate  modifications are not completed in a timely manner for
some unexpected reason, the Year 2000 issue could impact the Trust's operations.
In  addition,  disruptions  in the economy  generally  resulting  from Year 2000
issues could also  materially  impact the Trust.  There can be no guarantee that
the systems of other companies on which the Trust is effected will be remediated
in a timely  manner and not have any adverse  impact on the Trust's  operations.

At this time, the Trust has not developed  Year 2000  contingency  plans,  other
than the review and remedial actions  described above, and does not intend to do
so unless  the Trust  believes  such  plans are  merited  by the  results of its
continuing Year 2000 review. The Trust has not developed a "worst case" scenario
with  respect to Year 2000  issues,  but instead has  focused its  resources  on
identifying material,  remediable problems and reducing uncertainties  generally
through the Year 2000 review described above.

SIGNIFICANT SUBSEQUENT EVENT

On June 17, 1999, the Trust received  $1,380,493.29 in full and final payment of
a loan owing to the Trust from St. Stephens Church of God in Christ, Inc. of San
Diego,  California.  Such  amount  paid  in full  the  principal,  interest  and
attorney's fees owing to the Trust by such Borrower. Such loan was accounted for
as a  non-performing  loan by the Trust and certain  interest  payments had been
credited  to  principal.  Therefore,  such  payoff  resulted  in  an  additional
recognition of interest income of  approximately  $611,088.60  during June 1999.
The interest  income  recognized  as a result of this loan payoff is $0.0873 per
share.

Item 7: FINANCIAL STATEMENTS

Financial  Statements  at March 31, 1999,  and 1998 and for each of the years in
the two-year  period ended March 31, 1999,  are  incorporated  by reference from
Pages 17 through 33 of the 1999 Annual Report to Shareholders.

The report of independent  auditors with respect to the financial  statements at
March 31, 1999, and 1998 and for each of the years in the two-year  period ended
March 31,  1999 is  incorporated  by  reference  from Page 16 of the 1999 Annual
Report to Shareholders.

Item  8:  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
          FINANCIAL DISCLOSURE

None

                                      -14-
<PAGE>
                                    PART III

Item 9:  DIRECTORS  AND  EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL  PERSONS;
         COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

(a) Board of Trust Managers.  The following  information is furnished as to each
individual  who now  serves as a member of the  Board of Trust  Managers  of the
Trust:

B. R.  McMorries,  age 72, is a  consulting  engineer.  He has served as a Trust
Manager since 1963. He serves as Chairman of the Board of Trust Managers.

Larry Brown,  age 56, is the  President of Larry Brown  Realtors,  Inc. and is a
licensed  realtor.  He has served as a Trust  Manager  since 1981.  He serves as
Vice-Chairman and Secretary of the Board of Trust Managers.

Jack R. Vincent, age 69, is engaged in farming and ranching  operations.  He has
served as a Trust Manager since 1989.

Steve  Rogers,  age 51, is the  President  of Steve  Rogers  Co., a real  estate
appraisal firm. He has served as a Trust Manager since 1990.

Mike  Bahn,  age 55, is the  President  of  Amarillo  Blueprint  Co.,  an office
equipment  and supply and  reproduction  services  business.  He has served as a
Trust Manager since 1997.

Terry  Hays,  age 48, is the  Information  Systems  Manager  for the law firm of
Perdue,  Brandon,  Fielder,  Collins  and Mott.  Mr.  Hays has served as a Trust
Manager since 1998.

Alfred J. Smith, age 64, is in the independent oil and gas production  business.
Pursuant to the By-Laws of the Trust, the Board of Trust Managers  appointed Mr.
Smith to the board of Trust Managers at its January 1999 meeting.

(b)  Executive  Officers.  The  following  information  is  furnished as to each
individual  who now  serves  as an  executive  officer  of the  Trust who is not
mentioned under "Board of Trust Managers" above:

M. Kelly Archer,  age 47, serves as President,  Manager of Operations  and Chief
Financial  Officer of the Trust. As such, Mr. Archer  functions as the Executive
Officer of the Trust. Mr. Archer has served in this capacity for 17 years.

Robert E. Martin,  age 49, serves as the Senior  Vice-President-Lending  for the
Trust.  Mr. Martin has served in such capacity since February 1, 1999.  Prior to
serving in such  capacity,  Mr. Martin served as the  President/CEO  of Santa Fe
Federal  Credit Union.  Mr. Martin also

                                      -15-
<PAGE>
served as a member of the Board of Trust Managers of the Trust prior to becoming
an employee of the Trust.

Robert E. Fowler,  age 46,  serves as the Senior  Vice-President-Accounting  and
Information Systems for the Trust. Mr. Fowler has served in such capacity for 17
years.

Item 10: EXECUTIVE COMPENSATION

(a) Executive Officers:

The following table sets forth certain information  regarding  compensation paid
during each of the Trust's  last three  fiscal  years to the Trust's  Manager of
Operations  (CEO).  The  Trust has no other  executive  officers  whose  salary,
bonuses and other  compensation  earned during fiscal 1999 exceeded $100,000 for
services rendered in all capacities.

                                         Annual Compensation
                                _____________________________________
         Name and Principal     Fiscal                   Other Annual
              Position           Year  Salary    Bonus   Compensation
         _____________________  _____  _______   _____   ____________

         CEO-M. Kelly Archer     1999 $102,997     0        $6,613
         Manager of              1998  107,133     0         6,036
         Operations              1997  101,267     0         6,520

(b) Trust Managers' Compensation:

The Board of Trust  Managers  of the Trust were paid  $51,800 in cash as a group
during the last fiscal year for services as Trust Managers.  The Chairman of the
Board of Trust Managers, B. R. McMorries,  is paid $500 per month for serving in
such  capacity.  The remaining  members of the Board of Trust  Managers are paid
$300 per month for serving as a member of the board. All Trust Managers are paid
an additional $100 per board or committee meeting attended. In addition, a Trust
Manager  receives  $200.00 per day for their  services when out of town on trust
business.

The  members  of the Board of Trust  Managers  of the  Trust  are not  otherwise
employed or compensated by the Trust.

                                      -16-
<PAGE>
Item 11: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

(a) The  following  table  indicates  the  persons  known  by the  Trust  to own
beneficially  more than 5 percent of the shares of  beneficial  interest  in the
Trust:

              Name and Address of       Amount of and Nature            Percent
                Beneficial Owner       of Beneficial Ownership*         of Class
              ___________________      _______________________          ________

                    None                       None                       None

(b) The following table  indicates the number of shares of beneficial  ownership
interest  in the  Trust  owned  by the  Board of Trust  Managers  and  Executive
Officers, individually and as a group:

              Name and Address of       Amount of and Nature            Percent
                Beneficial Owner       of Beneficial Ownership          of Class
         _______________________________________________________________________

                B. R. McMorries                277,310                    3.961%

                Larry Brown                     35,327                    0.505%

                Jack R. Vincent                  9,576                    0.137%

                Steve Rogers                     1,300                    0.019%

                Mike Bahn                        1,650                    0.024%

                Terry Hays                       2,246                    0.032%

                Alfred J. Smith                    716                    0.010%

                M. Kelly Archer                101,430                    1.449%

                Robert E. Fowler                65,482                    0.935%

                Robert E. Martin                 3,212                    0.046%
                                               _______                    ______
             All Trust Managers and
               Executive Officers              498,249                    7.117%
               as a Group

*    The nature of  beneficial  ownership  of such shares is either  directly by
     such named  person,  indirectly  through  such  person's  spouse or through
     Individual Retirement Accounts directed by such person or their spouse.

                                      -17-
<PAGE>
Item 12: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Trust issues a limited  number of "Master  Notes" which are  unsecured  debt
instruments  of the Trust.  The Trust pays the obligee of such notes interest at
the rate of one  percent  per annum  (1%) less  than the prime  lending  rate of
Amarillo  National Bank, the Trust's primary  lender.  As of March 31, 1999, the
Trust had entered into Master Note Agreements with B. R. McMorries,  Chairman of
the Board of Trust Managers,  and related persons,  in the amount of $1,207,565;
with Larry Brown, Secretary of the Board of Trust Managers, and related persons,
in the amount of $282,194;  and First State Bank, Happy, Texas, of which Jack R.
Vincent,  member  of the  Board of Trust  Managers,  owns,  either  directly  or
indirectly, 10% or more of the outstanding stock, in the amount of $706,202. The
terms of such Master Notes are the same as Master Notes  entered into with other
unrelated persons, except as to the amounts thereof.

Item 13: EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits

The Exhibits listed on the accompanying Index to Exhibits are filed as a part of
this Annual Report.

(b)      Reports on Form 8-K

None

                                      -18-
<PAGE>
                                   SIGNATURES

In accordance  with Section 13 or 15(d) of the Exchange Act, the  Registrant has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                  CHURCH LOANS & INVESTMENTS TRUST


DATE:  June 25, 1999              By: /S/ B.R. McMorries
                                      __________________
                                      B.R. McMorries,
                                      Chairman of the Board of
                                      Trust Managers

In  accordance  with the Exchange  Act, this report has been signed below by the
following  persons on behalf of the  Registrant and in the capacities and on the
dates indicated.

          Signature                 Capacity                  Date
         _____________________  _______________________      _______

         /s/ B.R. McMorries     Chairman of the Board        6-25-99
         __________________      of Trust Managers
         B.R. McMorries

         /s/ Larry Brown        Vice-Chairman and            6-25-99
         __________________      Secretary of the Board
         Larry Brown             of Trust Managers

         /s/ M. Kelly Archer    President, Principal         6-25-99
         __________________      Financial and Accounting officer
         M. Kelly Archer

         /s/ Jack R. Vincent    Trust Manager                6-25-99
         __________________
         Jack R. Vincent

                                      -19-
<PAGE>

         /s/ Steve Rogers       Trust Manager                6-25-99
         __________________
         Steve Rogers

         /s/ Mike Bahn          Trust Manager                6-25-99
         __________________
         Mike Bahn

         /s/ Terry Hays         Trust Manager                6-25-99
         __________________
         Terry Hays

         /s/ Alfred J. Smith    Trust Manager                6-25-99
         __________________
         Alfred J. Smith

                                      -20-
<PAGE>
                        CHURCH LOANS & INVESTMENTS TRUST

                               INDEX TO EXHIBITS

                                   Item 13(a)

         (2)      None

         (3)  -   Declaration of Trust of Church Loans & Investments Trust,
                  as amended, has been previously filed under File No. 2-
                  51235 and is incorporated herein by reference.

                  Bylaws  of  Church  Loans  &  Investments  Trust,  as
                  amended,  has been  previously  filed  under File No.
                  2-51235 and is incorporated herein by reference.

         (4)  -   None other than those listed in (3) above.

         (9)  -   None

         (10) -   None

         (11) -   Statement regarding computation of per share earnings  -
                  omitted since information necessary to make the
                  computation is included in the Financial Statements and
                  Note 4 thereto.

         (13) -   Pages 17 through 33 of the 1999 Annual Report to
                  Shareholders

         (16) -   None

         (18) -   None

         (21) -   None

         (22) -   None

         (23) -   None

         (24) -   None

         (27) -   Financial Data Schedule

                                      -20-