SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, DC 20549
                              ---------------

                                FORM 10-K/A
                              AMENDMENT NO. 1
                     FOR ANNUAL AND TRANSITION REPORTS
                  PURSUANT TO SECTIONS 13 OR 15(d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934


           X
       (Mark one)

               ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934
               For the fiscal year ended December 31, 1997

        (  )                      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 1-2262

                          COMMERCIAL ASSETS, INC.
           (Exact Name of Registrant as Specified in Its Charter)


            Maryland                                      84-1240911
 (State or Other Jurisdiction of                       (I.R.S. Employer
 Incorporation or Organization)                        Identification No.)

  3410 Galena Street, Suite 210                            80231
        Denver, Colorado                                 (Zip Code)
 (Address of Principal Executive
         Offices)

     Registrant's telephone number, including area code: (303) 614-9410

      Securities registered pursuant to Section 12(b) of the Act:


       Title of Each Class                   Name of Each Exchange on Which
                                                       Registered

          Common Stock,                      American Stock Exchange, Inc.
     par value $.01 per share


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


      Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the 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 by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. [ ]

      As of February 27, 1998, 10,342,009 shares of Common Stock were
outstanding, and the aggregate market value of the shares (based upon the
closing price of the Common Stock on that date as reported on the American
Stock Exchange, Inc.) held by non-affiliates was approximately $48,000,000.


                 DOCUMENTS INCORPORATED BY REFERENCE

      Portions of the Proxy Statement for the Registrant's 1998 Annual
Meeting of Stockholders are incorporated by reference into Part III of this
Annual Report.



                            EXHIBIT INDEX


   Exhibit No.     Description

      3.1          Amended and Restated Charter of Commercial Assets,
                   Inc. (the "Registrant"), (incorporated herein by
                   reference to Exhibit 3.1 to Amendment No. 1 to the
                   Registrant's Registration Statement on Form 10 (as
                   amended, the "Form 10") of the Registrant, Commission
                   File No. 1-22262, filed on August 31, 1993).

      3.2          By-laws of the Registrant, (incorporated herein by
                   reference to Exhibit 3.2 to Amendment No. 1 to the Form
                   10 of the Registrant, Commission File No. 1-22262, filed
                   on August 31, 1993).

      3.3          Amendment to the By-laws of the Registrant dated as of
                   January 14, 1997 (incorporated herein by reference to
                   Exhibit 3.3 to the Registrant's Annual Report on Form
                   10-K for the year ended December 31, 1996, Commission
                   File No. 1-22262, filed on March 24, 1997).

      4.1          Form of certificate representing common stock of the
                   Registrant (incorporated herein by reference to Exhibit
                   4.2 to the Form 10-Q for the period ended March 31,
                   1994, of the Registrant, Commission File No. 1-22262,
                   filed on May 16, 1994).

      4.2          Automatic Dividend Reinvestment Plan relating to the
                   common stock of the Registrant (incorporated herein by
                   reference to Exhibit 4.2 to Amendment No. 1 to the Form
                   10 of the Registrant, Commission File No. 1-22262, filed
                   on August 31, 1993).

      10.1         Contribution Agreement, dated as of August 20,
                   1993, between the Registrant and Asset Investors
                   (incorporated herein by reference to Exhibit 10.1 to
                   Amendment No. 1 to the Form 10 of the Registrant,
                   Commission File No. 1-22262, filed on August 31, 1993).

      10.2         Registration Rights Agreement, dated as of August
                   20, 1993, between the Registrant and Asset Investors
                   (incorporated herein by reference to Exhibit 10.2 to
                   Amendment No. 2 to the Form 10 of the Registrant,
                   Commission File No. 1-22262, filed on September 15,
                   1993).

      10.3*        Management Agreement, dated as of January 1, 1995,
                   between the Registrant and Financial Asset Management
                   Corporation (incorporated herein by reference to Exhibit
                   10.3(b) to the Registrant's Quarterly Report on Form
                   10Q, Commission filed on May 12, 1995).

      10.3(a)*     Amendment to the Management Agreement dated as
                   of January 1, 1996 between the Registrant and Financial
                   Asset Management Corporation (incorporated herein by
                   reference to Exhibit 10.3(a) to the Registrant's
                   Quarterly Report on Form 10-Q for the period ended March
                   31, 1996, Commission File No. 1-22262, filed on May 15,
                   1996).

      10.3(b)*     Assignment of the Management Agreement dated as
                   of April 1, 1996 between Financial Asset Management
                   Corporation and Financial Asset Management LLC
                   (incorporated herein by reference to Exhibit 10.3(b) to
                   the Registrant's Quarterly Report on Form 10-Q,
                   Commission File No. 1-22262, filed on May 15, 1996).

      10.3(c)*     Amendment to the Management Agreement dated as of
                   January 1, 1997, between the Registrant and Financial
                   Asset Management LLC (incorporated herein by reference
                   to Exhibit 10.3(c) to the Registrant's Annual Report on
                   Form 10-K for the year ended December 31, 1996,
                   Commission File No. 1-22262, filed on March 24, 1997).

      10.4*        Commercial Assets, Inc. 1993 Stock Option Plan
                   (incorporated herein by reference to Exhibit 10.4 to
                   Amendment No. 2 to the Form 10 of the Registrant,
                   Commission File No. 1-22262, filed on September 15,
                   1993).

      10.4(a)*     First Amendment to Commercial Assets, Inc. 1993
                   Stock Option Plan (incorporated herein by reference to
                   Exhibit 10.4(a) to the Registrant's Quarterly Report on
                   Form 10-Q for the period ended June 30, 1996, Commission
                   File No. 1-22262, filed on August 13, 1996).

      10.4(b)*     Second Amendment to Commercial Assets, Inc.
                   1993 Stock Option Plan (incorporated herein by reference
                   to Exhibit 10.4(b) to the Registrant's Quarterly Report
                   on Form 10-Q for the period ended June 30, 1997,
                   Commission File No. 1-22262, filed on August 7, 1997).

      10.5*        Form of Non-Officer Directors Stock Option
                   Agreement (incorporated herein by reference to Exhibit
                   99.2 to the Registration Statement on Form S-8,
                   Registration No. 33-7467B, filed on February 1, 1994).

      10.6*        Form of Officers Stock Option Agreement (incorporated
                   herein by reference to Exhibit 99.3 to the Registration
                   Statement on Form S-8, Registration No. 33-7467B, filed
                   on February 1, 1994).

      10.7*        Form of Indemnification Agreement between the
                   Registrant and each Director of the Registrant
                   (incorporated herein by reference to Exhibit 10.5 to
                   Amendment No. 1 to the Form 10 of the Registrant,
                   Commission File No. 1-22262, filed on August 31, 1993).

      10.8         Loan and Security Agreement, dated as of November
                   29, 1994, between the Registrant and PaineWebber Real
                   Estate Securities, Inc. (incorporated herein by
                   reference to Exhibit 10.8 to the Registrant's Annual
                   Report on Form 10-K, Commission File No. 1-22262, filed
                   on March 29, 1995).

      10.8(a)      Amendment to the Loan and Security Agreement,
                   dated as of August 28, 1995, between the Registrant and
                   PaineWebber Real Estate Securities, Inc. (incorporated
                   herein by reference to exhibit 10.8(a) to the
                   Registrant's Annual Report on Form 10-K, commission File
                   No. 1-22262, filed on March 28, 1996).

      10.8(b)      Amendment to the Loan and Security Agreement,
                   dated as of October 25, 1996, between the Registrant and
                   PaineWebber Real Estate Securities, Inc. (incorporated
                   herein by reference to Exhibit 108(b) to the
                   Registrant's Annual Report on Form 10-K for the year
                   ended December 31, 1996, Commission File No. 1-22262,
                   filed on March 24, 1997).

      10.9         Trust Agreement, dated as of November 3, 1997,
                   between CAX DTR Securitization Corp. and Wilmington
                   Trust Company (incorporated herein by reference to
                   Exhibit 10.9 to the Registrant's Current Report on Form
                   8-K dated November 3, 1997, Commission File No. 1-
                   22262, filed on November 14, 1997).

      10.9(a)      Note Purchase Agreement, dated as of November 3,
                   1997, among Structured Mortgage Trust 1997-2, CAX DTR
                   Securitization Corp., and PaineWebber Incorporated
                   Company (incorporated herein by reference to Exhibit
                   10.9(a) to the Registrant's Current Report on Form 8-K
                   dated November 3, 1997, Commission File No. 1-22262,
                   filed on November 14, 1997).

      10.9(b)      Trust Indenture and Security Agreement, dated as of
                   November 3, 1997, between Structured Mortgage Trust
                   1997-2 and LaSalle National Bank, as Indenture Trustee
                   Company (incorporated herein by reference to Exhibit
                   10.9(b) to the Registrant's Current Report on Form 8-K
                   dated November 3, 1997, Commission File No. 1-22262,
                   filed on November 14, 1997).

      10.9(c)      Contribution Agreement, dated as of November 3, 1997,
                   between Commercial Assets, Inc. and CAX DTR
                   Securitization Corp. Company (incorporated herein by
                   reference to Exhibit 10.9(c) to the Registrant's Current
                   Report on Form 8-K dated November 3, 1997, Commission
                   File No. 1-22262, filed on November 14, 1997).

      10.9(d)      Securitization Cooperation Agreement, dated as of
                   November 3, 1997, among CAX DTR Securitization Corp.,
                   Commercial Assets, Inc., Structured Mortgage Trust
                   1997-2, and PaineWebber Incorporated Company
                   (incorporated herein by reference to Exhibit 10.9(d) to
                   the Registrant's Current Report on Form 8-K dated
                   November 3, 1997, Commission File No. 1-22262, filed on
                   November 14, 1997).

      10.9(e)      Side Letter Agreement, dated as of November 3,
                   1997, between Commercial Assets, Inc. and PaineWebber
                   Incorporated Company (incorporated herein by reference
                   to Exhibit 10.9(e) to the Registrant's Current Report on
                   Form 8-K dated November 3, 1997, Commission File No.
                   1-22262, filed on November 14, 1997). 

      21**         List of subsidiaries 

      23           Independent Auditors' Consent - Ernst & Young LLP. 

      27           Financial Data Schedule.


  *  Management contract or compensatory plan or arrangement.

  Unless indicated by a **, all exhibits were previously filed.



                             SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.


                                          COMMERCIAL ASSETS, INC.
                                          (Registrant)

Date: March 25, 1999                      By  /s/Terry Considine     
                                            -------------------------
                                          Terry Considine
                                          Chairman of the Board and
                                          Chief Executive Officer