SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K
                                  ANNUAL REPORT

                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

                    For the fiscal year ended April 30, 1999

                         Commission file number 0-10146

                             ABRAMS INDUSTRIES, INC.
             (Exact name of registrant as specified in its charter)

            Georgia                                          58-0522129
--------------------------------------------          --------------------------
  (State or other jurisdiction of                         (I.R.S. Employer
   incorporation or organization)                         Identification No.)

1945 The Exchange, Suite 300, Atlanta, GA                       30339
--------------------------------------------          --------------------------
 (Address of principal executive offices)                     (Zip Code)

        Registrant's telephone number, including area code:  (770) 953-0304
                                                            ---------------
        SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

                                                        Name of each exchange on
    Title of each class:                                    which registered:
          NONE                                                  NONE

           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                     Common Stock, $1.00 Par Value Per Share
                                (Title of Class)

     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  the  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. _____

     THE AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY NONAFFILIATES OF THE
REGISTRANT  AS OF JUNE 15,  1999,  WAS  $7,032,322.  SEE PART III. THE NUMBER OF
SHARES OF COMMON STOCK OF THE  REGISTRANT  OUTSTANDING  AS OF JUNE 15, 1999, WAS
2,936,356.

                       DOCUMENTS INCORPORATED BY REFERENCE

     THE  INFORMATION  CALLED  FOR  BY  PART  III  (ITEMS  10,  11,  AND  12) IS
INCORPORATED HEREIN BY REFERENCE TO THE REGISTRANT'S  DEFINITIVE PROXY STATEMENT
FOR THE 1999 ANNUAL  MEETING OF  SHAREHOLDERS  WHICH IS TO BE FILED  PURSUANT TO
REGULATION 14A.





<PAGE>
                                     PART I

                                ITEM 1. BUSINESS.

         Abrams  Industries,  Inc.  engages  in (i)  construction  of retail and
commercial  projects;  (ii)  manufacturing  store  fixtures,  bank  fixtures and
display units for retail outlets;  and (iii) asset  management,  development and
re-development   of   income-producing   properties,    including   acquisition,
investment, management and sale.

         The Company was organized  under Delaware law in 1960 to succeed to the
business of A. R. Abrams, Inc., which was founded in 1925 by Alfred R. Abrams as
a sole  proprietorship.  In 1984, the Company changed its state of incorporation
from Delaware to Georgia.  As used herein,  the term "Company"  refers to Abrams
Industries,  Inc.  and its  subsidiaries  and  predecessors,  unless the context
indicates otherwise.

         Financial  information by operating  segment is set forth in Note 13 to
the Consolidated Financial Statements of the Company.

                              CONSTRUCTION SEGMENT

         The Company, through its wholly owned subsidiary,  Abrams Construction,
Inc., has engaged in the construction  business since 1925. Although the Company
does work throughout much of the United States,  it concentrates  its activities
principally  in the South.  Construction  activities  consist  primarily  of new
construction,  expansion,  and remodeling of retail store buildings,  banks, and
shopping centers.

         Construction   contracts  are  obtained  by  competitive   bid  and  by
negotiation.  Generally,  purchasing of materials and services for the Company's
construction operations is done on a project-by-project basis.

                              MANUFACTURING SEGMENT

         The  Company,  through  its wholly  owned  subsidiary,  Abrams  Fixture
Corporation, has engaged in manufacturing and selling store fixtures since 1946,
and has been designing and producing  point-of-purchase and other displays since
1975.  The  Company  engineers  and  fabricates  displays,  check-out  counters,
cabinets,  tables and other store fixtures of wood,  metal and plastic  laminate
for sale  primarily  to several  of the larger  national  retail  store  chains.
Substantially  all of the store  fixtures are  fabricated to meet the customer's
requirements for type, size, shape and color and are generally  produced against
specific  orders.  The Company also produces  custom-designed  point-of-purchase
display units which are sold to floorcovering  and  wallcovering  manufacturers,
distributors, and retailers.

         In 1997, the Company began manufacturing and installing custom designed
bank fixtures,  including  structural  wall and ceiling  components,  for branch
banks in supermarkets throughout the United States.

         During the summer of 1998, the Company moved into its new manufacturing
facility.  This  facility is owned by the Real Estate  Segment and leased to the
Manufacturing Segment. See "ITEM 2. PROPERTIES".

         The Company maintains raw material inventories of items such as lumber,
plywood,  metals,  particle board,  laminates,  and hardware.  In the opinion of
management,  the raw  materials  and  supplies  utilized by this  Segment of the
Company are available from numerous sources.

                               REAL ESTATE SEGMENT

         The Company,  through its wholly owned subsidiary,  Abrams  Properties,
Inc., has engaged in real estate development, redevelopment and asset management
activities since 1960. These activities have involved  primarily the development
and  management of shopping  centers in the Southeast and Midwest.  Selection of
target markets;  evaluation and  acquisition of sites;  marketing to prospective
tenants;  negotiation  of tenant  leases;  securing  construction  and permanent
financing; contracting for design and construction;  management of construction;
expansion,  renovation and re-tenanting of properties;  maintenance of buildings
and grounds of owned and leased properties; and marketing and sale of properties
to investors  are all part of the Company's  asset  management  and  development
activities.  In 1998, the Company began  investing in existing  income-producing
properties,  including office and retail originally developed by others. Also in
1998, the Company developed an industrial facility for the Manufacturing Segment
and in order to diversify the Company's real estate portfolio.

         Excluding  the  Newnan,   Georgia  shopping  center,   which  was  sold
subsequent  to April 30,  1999,  the  Company  currently  owns and  manages  six
shopping centers,  all of which are held as long-term  investments.  Five of the
centers  were  developed  by the Company,  and one was  purchased.  See "ITEM 2.
PROPERTIES - Owned Shopping Centers".  The Company is also lessee and manager of
nine Company-  developed shopping centers which were sold and leased back by the
Company.   See  "ITEM  2.  PROPERTIES  -  Leaseback  Shopping  Centers".   Kmart
Corporation is an anchor tenant in most of the Company's  shopping centers.  The
Company  also  owns two  office  properties.  See "ITEM 2.  PROPERTIES  - Office
Buildings".

                        EMPLOYEES AND EMPLOYEE RELATIONS

         At April 30, 1999, the Company employed 171 salaried  employees and 163
hourly  employees.  The hourly  employees  at Abrams  Fixture  Corporation  were
formerly  represented by one union pursuant to a contract which expired in April
1999. The Company has no other union agreements.  On its construction  jobs, the
Company  utilizes local labor whenever  practicable,  paying the prevailing wage
scale. The Company believes that its relations with its employees are good.





<PAGE>
                           SEASONAL NATURE OF BUSINESS

         The Company's  business has historically been slightly  seasonal,  with
the  Construction  Segment  being  affected by weather  conditions.  The Company
limits this  exposure  by  operating  in several  regions of the  country,  with
operations  primarily in the southern  United  States  where  favorable  weather
conditions prevail for most of the year. The business of the Real Estate Segment
and Manufacturing Segment is generally less seasonal.

                                   COMPETITION

         The  businesses  of  the  Company  are  highly   competitive.   In  its
Construction  and  Manufacturing  Segments,  the Company  competes  with a large
number of national and local  construction  companies and fixture  manufacturers
and suppliers,  many of which have greater financial resources than the Company.
The Company also competes with smaller  specialized  companies.  The Real Estate
Segment also  operates in an extremely  competitive  environment,  with numerous
companies competing for available financing, properties, tenants and investors.

                               PRINCIPAL CUSTOMERS

         During   fiscal   1999,   the   Company   derived   approximately   53%
($100,585,000)  of its consolidated  revenues from direct  transactions with The
Home  Depot,  Inc.  These  revenues   resulted   principally  from  construction
activities  and  sales  of  manufactured  store  fixtures.  See  Note  13 to the
Consolidated  Financial  Statements  of the Company.  No other  single  customer
accounted  for 10% or more of the  Company's  consolidated  revenues  during the
year.

                                     BACKLOG

         The  following  table  indicates  the  backlog  of  contracts,  orders,
expected  rentals and real estate  sales for the next twelve  months by industry
segment:
<TABLE>
<CAPTION>
                                      April 30,                     April 30,
                                        1999                          1998
      --------------------------------------------------------------------------
      <S>                            <C>                           <C>
      Construction                   $54,460,000                   $50,880,000
      Manufacturing                   12,890,000                     4,603,000
      Real Estate                     16,876,000                     9,928,000
      -------------------------------------------------------------------------
           Total Backlog             $84,226,000                   $65,411,000
      =========================================================================
</TABLE>

         The Company  estimates that most of the backlog at April 30, 1999, will
be  completed  prior to April 30, 2000.  No assurance  can be given as to future
backlog  levels or whether the Company will realize  earnings  from the revenues
resulting from the backlog at April 30, 1999.

                                   REGULATION

         The  Company  is subject to the  authority  of various  state and local
regulatory  agencies  concerned  with the licensing of  contractors,  but it has
experienced  no material  difficulty in complying  with such  requirements.  The
Company is also  subject  to local  zoning  regulations  and  building  codes in
performing its construction and real estate activities. Management believes that
it  is  in  substantial  compliance  with  all  such  governmental  regulations.
Management  believes that  compliance with federal,  state and local  provisions
which have been  enacted or adopted for  regulating  the  discharge of materials
into  the  environment  does  not  have  a  material  effect  upon  the  capital
expenditures, earnings and competitive position of the Company.


                      EXECUTIVE OFFICERS OF THE REGISTRANT

        The Executive Officers of the Company are as follows:
<TABLE>
<CAPTION>

Name and Age                                     Positions with the Company                            Officer Since
___________________________________________________________________________________________________________________________
<S>                            <S>                                                                          <C>
Alan R. Abrams (44)            Co-Chairman of the Board since August 1998 and a Director of the             1988
                               Company since 1992, he has been Chief  Executive  Officer since
                               July 1999.  From May 1998 to July 1999,  he was  President  and
                               Chief Operating Officer.  He served as Executive Vice President
                               from  August  1997 to May 1998.  From 1994 to 1998 he served as
                               President and from 1997 to 1998 as Chief  Executive  Officer of
                               Abrams  Properties,  Inc.  Prior  to  that  he  served  as Vice
                               President of Abrams Properties, Inc.
____________________________________________________________________________________________________________________________
J. Andrew Abrams (39)          Co-Chairman of the Board since August 1998 and a Director of the             1988
                               Company since 1992, he has been  President and Chief  Operating
                               Officer since July 1999.  From August 1997 to July 1999, he was
                               Executive Vice President. He has also served as Chief Executive
                               Officer of Abrams  Fixture  Corporation  since July 1997.  From
                               1994 to July  1997,  he  served  as Vice  President  of  Abrams
                               Fixture Corporation.  Prior to that he served as Vice President
                               of Abrams Properties, Inc.
____________________________________________________________________________________________________________________________





<PAGE>
Name and Age                                      Positions with the Company                           Officer Since
____________________________________________________________________________________________________________________________
B. Michael Merritt (49)        President, Abrams Construction, Inc. since May 1995. Prior to that he        1986
                               served as Executive Vice President of Abrams Construction, Inc.
____________________________________________________________________________________________________________________________
Richard V. Priegel (46)        President, Abrams  Fixture  Corporation  since 1990 and Chief                1988
                               Operating Officer, Abrams Fixture Corporation since 1997. Prior
                               to 1990,  he  served  as  Executive  Vice  President  and Chief
                               Financial Officer of Abrams Fixture Corporation.
____________________________________________________________________________________________________________________________
Gerald T. Anderson, II (36)    President and Chief  Executive Officer,  Abrams Properties, Inc.             1995
                               since May  1998.  Prior to that he  served  as  Executive  Vice
                               President and Vice President of Abrams Properties,  Inc. Before
                               joining  Abrams  Properties,  Inc. in 1995, he was employed for
                               four    years    by   JDN    Realty    Corporation    as   Vice
                               President/Development Leasing.
____________________________________________________________________________________________________________________________
Melinda S. Garrett (43)        Chief Financial Officer since February 1997. She has also served             1990
                               Abrams  Properties,  Inc. as Chief Financial  Officer since May
                               1998, Vice President since 1993 and Treasurer since 1990.
</TABLE>

         Executive Officers of the Company are elected by the Board of Directors
of the Company or the Board of Directors of the  respective  subsidiary to serve
at the  pleasure  of the  Board.  Bernard  W.  Abrams,  a member of the Board of
Directors,  and Edward M. Abrams,  also a member of the Board of Directors,  are
brothers.  Alan R. Abrams and J. Andrew  Abrams are sons of Edward M. Abrams and
nephews of Bernard W. Abrams.  There are no other family  relationships  between
any Executive Officer or Director and any other Executive Officer or Director of
the Company.

                               ITEM 2. PROPERTIES.

         In  October  1997,  the  Company,  through  its  Real  Estate  Segment,
purchased its corporate  headquarters  building,  which  contains  approximately
66,000  square  feet of office  space.  The  building  is located in the North X
Northwest  Office Park, 1945 The Exchange,  in suburban  Atlanta,  Georgia.  The
Parent Company and the Real Estate and Construction Segments are located in this
building.  In  addition  to the 29,200  square  feet of offices  occupied by the
Abrams entities,  another 34,800 square feet is leased to unrelated tenants, and
the remaining 2,000 square feet is available for lease.

         During the summer of 1998, the Manufacturing Segment relocated its wood
manufacturing,  warehousing and metal fabrication facilities to a 250,000 square
foot facility,  owned by the Real Estate Segment and located in Lithia  Springs,
Georgia,  a suburb of Atlanta.  The former wood  manufacturing  facility,  which
contains  approximately  255,000 square feet of light industrial,  warehouse and
office space,  has been marketed for sale.  In June 1999,  the Company  received
notice  from the  Georgia  State  Properties  Commission  that the  former  wood
manufacturing  facility is needed for public use.  The  Georgia  World  Congress
Center Authority  (GWCCA) has made the determination to acquire the property and
has offered to acquire the property for  $3,500,000.  The Company has  responded
with what it believes to be a  reasonable  counterproposal.  GWCCA,  in its sole
discretion,  may choose to accept the  counterproposal,  negotiate  further,  or
proceed with eminent domain.

         In May 1999,  the Company sold its shopping  center  located in Newnan,
Georgia. The sale was structured as a tax-deferred,  like-kind exchange pursuant
to Internal  Revenue Code Section 1031,  which allows a deferral of the tax gain
if the Company  utilizes the proceeds of the sale to purchase  other real estate
within 180 days of the sale.  The Company  recognized a gain on the sale of this
property for  financial  statement  purposes in the first quarter of fiscal year
ending  2000.  See "ITEM 7.  LIQUIDITY  AND CAPITAL  RESOURCES"  for  discussion
regarding  the  purchase  in  July  1999,  of  other  real  estate   located  in
Jacksonville, Florida.

         In addition,  the Company  owns,  or has an interest in, the  following
properties:




<PAGE>
                          OWNED SHOPPING CENTERS

         As of April 30, 1999, the Company's Real Estate Segment owned six
shopping centers which it developed and one which it purchased. The following
chart provides relevant information relating to the owned shopping centers:

<TABLE>
<CAPTION>
                                                                                                                        Principal
                                                                                                                        Amount of
                                          Leasable                                                         Debt           Debt
                                           Square                          Rental            Cash         Service      Outstanding
                                           Feet In        Year(s)          Income            Flow        Payments    As Of April 30,
   Location                 Acres        Building(s)     Completed          1999           1999 <F1>     1999 <F2>      1999 <F3>
------------------------------------------------------------------------------------------------------------------------------------
<S>                         <C>           <C>            <C>              <C>             <C>            <C>           <C>
1100 W. Argyle Street       10.5          110,046        1972, 1996       $  508,148      $   393,890    $  397,249    $  3,293,584
Jackson, MI
------------------------------------------------------------------------------------------------------------------------------------
44-56 Bullsboro Drive       16.3          174,059        1974, 1987,       1,024,152          843,213       655,671       5,331,968
Newnan, GA <F4>                                             1989
------------------------------------------------------------------------------------------------------------------------------------
1075 W. Jackson Street       7.3           92,120        1980, 1992          475,047          433,707       405,764       3,099,490
Morton, IL <F5>
------------------------------------------------------------------------------------------------------------------------------------
2500 Airport Thruway         8.0           87,543        1980, 1988          441,286          401,755       391,872       2,609,719
Columbus, GA<F5><F6>
------------------------------------------------------------------------------------------------------------------------------------
1500 Placida Road           28.7          213,739           1990           1,956,705        1,658,698     1,352,167      12,706,660
Englewood, FL
------------------------------------------------------------------------------------------------------------------------------------
15201 N. Cleveland          72.3          293,801        1993, 1996        2,709,807        2,078,001     1,558,105      13,727,932
North Fort Myers, FL
------------------------------------------------------------------------------------------------------------------------------------
5700 Harrison Avenue        10.8           86,396           1982             518,426          317,219        --              --
Cincinnati, OH <F7>
------------------------------------------------------------------------------------------------------------------------------------

<FN>
<F1> Cash flow is defined as net operating income before the following:
     depreciation, amortization of loan and lease costs, interest and
     principal payments on mortgage notes or other debt.
<F2> Includes principal and interest.
<F3> Exculpatory provisions limit the Company's liability to the respective
     mortgaged properties, except for the North Fort Myers, Florida loan
     which has been guaranteed by Abrams Properties, Inc.  See Notes 8 and 9
     to the Consolidated Financial Statements of the Company.
<F4> Shopping center sold in May 1999, as stated above.
<F5> Land is leased, not owned.
<F6> The Columbus, Georgia center is owned by Abrams-Columbus Limited
     Partnership, in which Abrams Properties, Inc. serves as general partner
     and owns an 80% interest.
<F7> Acquired by the Company in 1998.
</FN>
</TABLE>
         The two centers located in Morton, Illinois, and Columbus, Georgia, are
leased  exclusively to Kmart. The Columbus,  Georgia Kmart lease expires in 2008
and has ten five-year  renewal  options,  and the Morton,  Illinois  Kmart lease
expires in 2016 and has eight five-year renewal options.  Anchor lease terms for
the centers not leased exclusively to Kmart are shown in the table below.
<TABLE>
<CAPTION>
                                                                                            Lease                  Options
                                           Anchor                    Square              Expiration                   To
        Location                           Tenant                    Footage                Date                    Renew

------------------------------------------------------------------------------------------------------------------------------------
<S>                                      <S>                         <C>                    <C>                <C>
Jackson, MI                              Big Lots                    26,022                 2007               2 for 5 years each
                                          Kroger                     63,024                 2021               6 for 5 years each
------------------------------------------------------------------------------------------------------------------------------------
Newnan, GA <F1>                          Hastings                    24,986                 2009               3 for 5 years each
                                          Kmart                      82,779                 2017              10 for 5 years each
                                          Kroger                     49,319                 2012               6 for 5 years each
------------------------------------------------------------------------------------------------------------------------------------
Englewood, FL                            Beall's                     31,255                 2006               4 for 5 years each
                                          Kmart                      86,479                 2015              10 for 5 years each
                                         Publix                      48,555                 2010               4 for 5 years each
                                        Walgreens                    13,500                 2040 <F2>                None
------------------------------------------------------------------------------------------------------------------------------------
North Fort Myers, FL                       AMC                       54,805                 2016               4 for 5 years each
                                         Beall's                     35,600                 2009               9 for 5 years each
                                        Food Lion                    33,000                 2013               4 for 5 years each
                                     Jo-Ann Fabrics                  16,000                 2004               3 for 5 years each
                                          Kmart                     107,806                 2018              10 for 5 years each
------------------------------------------------------------------------------------------------------------------------------------
Cincinnati, OH                           Kroger                      42,456                 2000               4 for 5 years each
------------------------------------------------------------------------------------------------------------------------------------

<FN>
<F1> Property was sold in May 1999, as stated above.
<F2> Tenant may terminate its lease with six months notice at five year
     intervals beginning in 2010.
</FN>
</TABLE>




<PAGE>
         With the exception of the Kmart lease in Columbus,  Georgia, all of the
anchor tenant and most of the small shop leases provide for  contingent  rentals
if sales  exceed  specified  amounts.  Most major  tenants have rights to offset
those contingent rentals against certain annual operating expenses paid by them.
In 1999, the Company  received  $85,152 in contingent  rentals,  net of offsets,
which amounts are included in the aggregate rentals set forth above.

         Typically,  tenants  are  responsible  for their  pro rata  share of ad
valorem taxes,  insurance and common area  maintenance  (subject to the right of
offset discussed above). Kmart has complete  maintenance  responsibility for the
Morton, Illinois and Columbus, Georgia centers.

                           LEASEBACK SHOPPING CENTERS

         The  Company,  through  its Real  Estate  Segment,  is  lessee  of nine
shopping centers which it developed, sold, and leased back under leases expiring
from years 2001 to 2014.  The nine centers are subleased by the Company to Kmart
Corporation  for  periods  corresponding  to the  Company's  leases.  The  Kmart
subleases provide for contingent rentals if sales exceed specified amounts,  and
contain ten five-year renewal options,  except Jacksonville,  Florida, which has
eight  five-year  renewal  options.  The  Company's  leases  with the fee owners
contain  renewal options  coextensive  with Kmart's  renewal  options.  Kmart is
responsible  for  insurance  and ad valorem  taxes,  but has the right to offset
against  contingent  rentals any such taxes paid in excess of specified amounts.
In 1999, the Company  received  $86,121 in contingent  rentals,  net of offsets,
which amounts are included in the aggregate  annual rentals set forth below. The
Company has responsibility for structural and roof maintenance of the buildings.
The Company  also has  responsibility  for parking  lots and  driveways,  except
routine upkeep, which is the responsibility of the tenant,  Kmart. The Company's
leases contain exculpatory provisions which limit the Company's liability to its
interest in the respective subleases.

         The  following  chart  provides  certain  information  relating  to the
leaseback shopping centers:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------------
                                                         Square                                   Rental                Rent
                                                         Feet in              Year(s)             Income               Expense
   Location                           Acres            Building(s)           Completed             1999                 1999
---------------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                <C>                <C>                  <C>                  <C>
Bayonet Point, FL                     10.8               109,340            1976, 1994           $366,658             $269,564
---------------------------------------------------------------------------------------------------------------------------------
Orange Park, FL                        9.4                84,180               1976               264,000              226,796
---------------------------------------------------------------------------------------------------------------------------------
Davenport, IA                         10.0                84,180               1977               284,771              211,011
---------------------------------------------------------------------------------------------------------------------------------
Minneapolis, MN                        7.1                84,180               1978               342,920              230,570
---------------------------------------------------------------------------------------------------------------------------------
West St. Paul, MN                     10.0                84,180               1978               298,465              229,630
---------------------------------------------------------------------------------------------------------------------------------
Ft. Smith, AR                          9.2               106,141            1979, 1994            255,350              223,195
---------------------------------------------------------------------------------------------------------------------------------
Jacksonville, FL                      11.6                97,032               1979               303,419              258,858
---------------------------------------------------------------------------------------------------------------------------------
Louisville, KY                         9.3                72,897               1979               290,000              251,279
---------------------------------------------------------------------------------------------------------------------------------
Richfield, MN                          5.7                74,217               1979               300,274              241,904
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                          OFFICE BUILDINGS

         The  Company,   through  its  Real  Estate  Segment,  owns  two  office
properties:  the corporate  headquarters  building located at 1945 The Exchange,
Atlanta,  Georgia,  and an office park in northwest  suburban Atlanta,  Georgia.
Both were acquired in fiscal year 1998. The following  chart provides  pertinent
information relating to the office buildings:

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                       Principal
                                                                                                                        Amount of
                                          Leasable                                                       Debt             Debt
                                           Square                          Rental          Cash         Service       Outstanding
                                           Feet In        Year(s)          Income          Flow        Payments      As Of April 30,
   Location                   Acres      Building(s)     Completed          1999         1999 <F1>     1999 <F2>        1999
------------------------------------------------------------------------------------------------------------------------------------
<S>                           <C>         <C>            <C>              <C>             <C>          <C>            <C>
1945 The Exchange             3.12        65,880         1974, 1997       $1,078,842      $609,980     $371,578       $5,028,153
Atlanta, GA <F3>
------------------------------------------------------------------------------------------------------------------------------------
1501-1523 Johnson Ferry Rd.   8.82       121,476         1980,1985         1,703,676       971,644      539,270        6,404,873
Marietta, GA <F4>
------------------------------------------------------------------------------------------------------------------------------------

<FN>
<F1> Cash flow is defined as net operating income before the following:
     depreciation, amortization of loan and lease costs, interest and
     principal payments on mortgage notes and other debt.
<F2> Includes principal and interest.
<F3> Corporate headquarters building of which the Parent Company,
     Construction Segment, and Real Estate Segment occupy approximately
     29,200 square feet. Rental income and cash flow includes
     intercompany rent at market rates of $523,015 paid by the Parent
     Company and the Construction and Real Estate Segments.  The debt is
     guaranteed by Abrams Properties, Inc.
<F4> The Company, through a subsidiary of its Real Estate Segment, is the
     lessee of 16,859 square feet of space under a master lease agreement to
     satisfy a condition required by the lender.  Rental income and cash flow
     include intercompany rent at market rates of $166,076 paid by the Real
     Estate Segment.
</FN>
</TABLE>




<PAGE>
               LAND LEASED OR HELD FOR FUTURE DEVELOPMENT OR SALE

         The Company,  through its Real Estate Segment,  owns or has an interest
in the following land leased or held for future development or sale:

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------

                                                                    Year                           Intended
       Location                                 Acres             Acquired                         Use <F1>
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                              <C>               <C>                <S>
W. Argyle Street                                 0.9               1972 <F2>          One outlot or retail shops
Jackson, MI
-----------------------------------------------------------------------------------------------------------------------------------
Kimberly Road & Fairmont Street                  6.0               1977               Outlot, plus food store and/or retail shops
Davenport, IA
-----------------------------------------------------------------------------------------------------------------------------------
Dixie Highway                                    4.7               1979               Food store and/or retail shops
Louisville, KY
-----------------------------------------------------------------------------------------------------------------------------------
West 15th Street                                 1.4               1979               Two outlots<F3>
Washington, NC
-----------------------------------------------------------------------------------------------------------------------------------
Mundy Mill Road                                  5.3               1987               Retail shops and/or four outlots
Oakwood, GA
-----------------------------------------------------------------------------------------------------------------------------------
North Cleveland Avenue                          12.4               1993               Six outlots, anchor pads and retail shops
North Fort Myers, FL
-----------------------------------------------------------------------------------------------------------------------------------
<FN>
<F1> "Outlot" as used herein refers to a small parcel of land reserved
     from the shopping center parcel and is generally sold for,
     leased for, or developed as, a fast-food operation, bank or similar use.
<F2> Originally part of Jackson, Michigan shopping center.  Redevelopment
     created separate outlot in 1996.
<F3> Leased under leases terminating in years 2005 and 2010 with a right
     to extend for three additional five-year periods.  Both outlots are
     subleased for terms coextensive with the Company's lease.
</FN>
</TABLE>
         There is no debt on any of the above  properties,  except for the North
Fort Myers,  Florida retail shop land. See Note 9 to the Consolidated  Financial
Statements  of the  Company.  The  Company  will either  develop the  properties
described above or will hold them for sale or lease to others.

                         ITEM 3. LEGAL PROCEEDINGS.

         The Company is not a party to, nor is any of its  property  the subject
of,  any  pending  legal  proceedings  which  are  likely,  in  the  opinion  of
management,  to have a material,  adverse effect on the Company's  operations or
financial condition.

          ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

        Not applicable.

                                PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS.

<TABLE>
<CAPTION>
____________________________________________________________________________________________________________________
                         |                                                              |        DIVIDENDS PAID
                         |                     CLOSING MARKET PRICES                    |          PER SHARE
                         |______________________________________________________________|___________________________
                         |             FISCAL           |             FISCAL            |    FISCAL   |    FISCAL
                         |              1999            |              1998             |     1999    |     1998
                         |______________________________|_______________________________|_____________|_____________
                         |    HIGH             LOW      |     HIGH             LOW      |             |
                         |    TRADE           TRADE     |    TRADE            TRADE     |             |
_________________________|______________________________|_______________________________|_____________|_____________
   <S>                   |    <C>            <C>        |    <C>             <C>        |    <C>      |    <C>
   First Quarter         |    $7.500         $6.250     |    $7.875          $5.000     |    $.050    |    $.070
_________________________|______________________________|_______________________________|_____________|_____________
   Second Quarter        |     7.750          5.500     |     7.625           5.375     |     .050    |     .040
_________________________|______________________________|_______________________________|_____________|_____________
   Third Quarter         |     7.750          4.125     |     8.406           6.000     |     .050    |     .040
_________________________|______________________________|_______________________________|_____________|_____________
   Fourth Quarter        |     6.875          3.031     |     8.813           6.500     |     .050    |     .040
_________________________|______________________________|_______________________________|_____________|_____________
</TABLE>

         The common stock of Abrams Industries,  Inc. is traded over-the-counter
in the NASDAQ National Market System (Symbol:  ABRI). The approximate  number of
holders of common  stock was 500  (including  shareholders  of record and shares
held in street name) at May 31, 1999.





<PAGE>
                        ITEM 6. SELECTED FINANCIAL DATA.

         The following table sets forth selected  financial data for the Company
and should be read in conjunction with the consolidated financial statements and
notes thereto.

<TABLE>
<CAPTION>
                                                  1999             1998             1997            1996             1995
----------------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>               <C>              <C>             <C>               <C>
Consolidated Revenues                        $188,971,527      $178,590,842     $136,123,601    $134,299,240      $122,608,682
----------------------------------------------------------------------------------------------------------------------------------
Net Earnings (Loss)                          $   (676,031)     $  2,999,478     $  2,391,398    $   (304,188)     $   (331,019)
----------------------------------------------------------------------------------------------------------------------------------
Net Earnings (Loss) Per Share*               $       (.23)     $       1.02     $        .81    $       (.10)     $       (.11)
----------------------------------------------------------------------------------------------------------------------------------
Shares Outstanding at Year-End                  2,936,356         2,936,356        2,938,356       2,970,856         2,993,540
----------------------------------------------------------------------------------------------------------------------------------
Cash Dividends Paid Per Share                $        .20      $        .19     $        .07    $       .105      $        .12
----------------------------------------------------------------------------------------------------------------------------------
Shareholders' Equity                         $ 23,272,560      $ 24,535,863     $ 22,125,214    $ 20,152,376      $ 20,872,035
----------------------------------------------------------------------------------------------------------------------------------
Shareholders' Equity Per Share*              $       7.93      $       8.36     $       7.53    $       6.78      $       6.97
----------------------------------------------------------------------------------------------------------------------------------
Working Capital                              $  9,885,902      $ 15,283,031     $ 13,075,119    $ 10,417,697      $ 11,447,872
----------------------------------------------------------------------------------------------------------------------------------
Depreciation and Amortization Expense        $  3,123,369      $  2,853,634     $  3,401,334    $  3,242,738      $  3,078,878
----------------------------------------------------------------------------------------------------------------------------------
Total Assets                                 $126,132,540      $121,309,444     $ 91,499,438    $ 90,635,098      $ 88,576,745
----------------------------------------------------------------------------------------------------------------------------------
Income-Producing Property Under
    Development, Income-Producing
    Properties and Property, Plant and
    Equipment, net                           $ 64,680,003      $ 67,119,159      $ 45,028,355    $ 54,493,842     $  55,065,157
----------------------------------------------------------------------------------------------------------------------------------
Long-Term Debt                               $ 56,554,488      $ 62,938,807      $ 41,118,885    $ 51,202,536     $  51,580,229
----------------------------------------------------------------------------------------------------------------------------------
Return on Average Shareholders' Equity               (2.8%)            12.9%             11.3%           (1.5%)           (1.6%)
==================================================================================================================================


<CAPTION>
                                             1994            1993           1992           1991          1990            1989
----------------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>             <C>            <C>            <C>            <C>            <C>
Consolidated Revenues                    $123,602,954    $82,878,911    $83,818,090    $78,020,796    $54,887,568    $50,331,871
----------------------------------------------------------------------------------------------------------------------------------
Net Earnings (Loss)                      $  1,359,408    $ 1,710,381    $ 1,021,303    $ 1,027,373    $ 1,534,063    $ 1,435,567
----------------------------------------------------------------------------------------------------------------------------------
Net Earnings (Loss) Per Share*           $        .46    $       .57    $       .34    $       .34    $       .51    $       .48
----------------------------------------------------------------------------------------------------------------------------------
Shares Outstanding at Year-End              2,993,540      2,977,540      2,977,540      2,977,540      2,994,039      2,978,039
----------------------------------------------------------------------------------------------------------------------------------
Cash Dividends Paid Per Share            $        .11    $       .11    $       .20    $       .20    $       .20    $       .18
----------------------------------------------------------------------------------------------------------------------------------
Shareholders' Equity                     $ 21,562,279    $20,484,880    $19,102,028    $18,676,233    $18,304,102    $17,310,146
----------------------------------------------------------------------------------------------------------------------------------
Shareholders' Equity Per Share*          $       7.20    $      6.84    $      6.38    $      6.24    $      6.11    $      5.78
----------------------------------------------------------------------------------------------------------------------------------
Working Capital                          $  9,445,073    $ 8,030,898    $ 2,783,427    $ 3,140,650    $21,575,826    $18,830,026
----------------------------------------------------------------------------------------------------------------------------------
Depreciation and Amortization Expense    $  2,787,078    $ 2,162,472    $ 2,106,703    $ 1,938,687    $ 1,707,985    $ 1,668,105
----------------------------------------------------------------------------------------------------------------------------------
Total Assets                             $ 92,732,567    $90,537,249    $78,260,810    $76,606,498    $64,047,108    $56,318,968
----------------------------------------------------------------------------------------------------------------------------------
Income-Producing Property Under
    Development, Income-Producing
    Properties and Property, Plant and
    Equipment, net                       $ 56,787,858    $64,340,348    $52,976,540    $49,999,625    $22,797,353    $24,088,285
----------------------------------------------------------------------------------------------------------------------------------
Long-Term Debt                           $ 52,637,298    $55,197,178    $41,513,804    $39,104,720    $29,955,918    $30,071,322
----------------------------------------------------------------------------------------------------------------------------------
Return on Average Shareholders' Equity            6.5%           8.6%           5.4%           5.6%           8.6%           8.5%
==================================================================================================================================

*Adjusted to reflect stock dividends and stock splits.
</TABLE>

     ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
   RESULTS OF OPERATIONS FOR FISCAL YEARS ENDED APRIL 30, 1999, 1998 AND 1997.

                              RESULTS OF OPERATIONS

                                    REVENUES

         Revenues  for 1999 were  $188,971,527,  compared  to  $178,590,842  and
$136,123,601,  for 1998 and 1997,  respectively.  This represents an increase in
Revenues  of 6% and 39%  from  those of 1998 and  1997,  respectively.  Revenues
include Interest income of $431,147, $684,270, and $452,992, for 1999, 1998, and
1997,  respectively,  and Other income of $56,532,  $124,357,  and $46,262,  for
1999, 1998, and 1997, respectively.  The figures in Chart A below do not include
Interest  income,  Other  income or  Intersegment  revenues.  When more than one
segment is involved, Revenues are reported by the segment that sells the product
or service to an unaffiliated purchaser.
<TABLE>
<CAPTION>
                                                     REVENUE SUMMARY BY SEGMENT
                                                       (Dollars in Thousands)
                                                              CHART A

                                 Years Ended                Increase                 Years Ended                   Increase
                                  April 30,                (Decrease)                 April 30,                   (Decrease)
                          --------------------------------------------------   ----------------------------------------------------
                              1999         1998        Amount      Percent        1999          1997         Amount       Percent
                          --------------------------------------------------   ----------------------------------------------------
<S>                         <C>         <C>           <C>            <C>        <C>           <C>          <C>              <C>
Construction <F1>           $159,273    $  141,453    $ 17,820        13        $159,273      $  97,977    $ 61,296          63
Manufacturing <F2>            16,761        14,970       1,791        12          16,761         16,662          99           1
Real Estate <F3>              12,450        21,359      (8,909)      (42)         12,450         20,985      (8,535)        (41)
                          ------------------------------------                 ------------------------------------
Total                       $188,484    $  177,782    $ 10,702         6        $188,484      $ 135,624    $ 52,860          39
                          ====================================                 ====================================

<FN>
NOTES:

<F1>  The  increases  in  1999  from  those  in  1998  and  1997  primarily  are
      attributable  to the  addition  of new  customers.  The  amounts  reported
      exclude  $1,114,823 in 1999 and $5,026,181 in 1998 related to construction
      of a new  facility  for the  Manufacturing  Segment,  and $345,000 in 1997
      related to construction work at two shopping centers developed by the Real
      Estate Segment.

<F2> The increase in 1999 from that  in 1998 primarily  is  attributable  to an
     increase  in  business  from an existing  customer.  The  amounts  reported
     exclude $501,220 in 1999 and $181,003 in 1998 related to manufactured items
     supplied to one of the Construction Segment's customers.

<F3>Rental revenues for 1999 were  $12,449,850,  compared to $11,334,279 in 1998
    and  $11,770,889 in 1997.  Rental  revenues  exclude  $1,485,038 in 1999 and
    $200,615 in 1998 received from affiliated companies.  Revenues from sales of
    real estate were  $10,024,650 in 1998 and $9,214,758 in 1997.  There were no
    sales of real estate in 1999. The 1998 real estate revenues include sales of
    a  shopping  center in  Oakwood,  Georgia,  freestanding  Kmarts in  Tifton,
    Georgia,  and Newark,  Ohio, and an outparcel in North Fort Myers,  Florida.
    The 1997 real estate sales include  outparcel  sales in Englewood,  Florida,
    and Oakwood,  Georgia, and freestanding Kmarts in Niles, Michigan,  Shawnee,
    Oklahoma, and Warner Robins, Georgia.
</FN>
</TABLE>
                   COSTS: APPLICABLE TO SEGMENT REVENUES

         As a percentage of total Segment Revenues (See Chart A), the applicable
total Segment Costs (See Chart B) of  $171,114,071  for 1999,  $155,520,419  for
1998, and $115,412,086 for 1997, were 91%, 87%, and 85%, respectively.
<TABLE>
<CAPTION>
                                          COSTS: APPLICABLE TO REVENUES SUMMARY BY SEGMENT
                                                       (Dollars in Thousands)
                                                              CHART B

                                                                                             Percent of
                                                                                         Segment Revenues
                                           Years Ended                                    For Years Ended
                                             April 30,                                       April 30,
                       -------------------------------------------------    -----------------------------------------
                               1999              1998             1997              1999         1998        1997
                       -------------------------------------------------    -----------------------------------------
<S>                          <C>              <C>               <C>                  <C>          <C>         <C>
Construction                 $150,603         $133,430          $ 91,638             95           94          94
Manufacturing <F1>             13,589           10,547            10,412             81           70          62
Real Estate <F2>                6,922           11,543            13,362             56           54          64
                       -------------------------------------------------
     Total                   $171,114         $155,520          $115,412             91           87          85
                       =================================================
<FN>
NOTES:
<F1>  The increases in costs and  percentages in 1999 as  compared to 1998  and
      1997 are a result of a loss in production efficiencies and increased labor
      costs  incurred  during  and  after  the  move  to the  new  manufacturing
      facility.  As of May 31, 1999,  the Company had reduced its  Manufacturing
      labor force by 27% since it reached its peak in December, 1998. Management
      is   continuing   its  review  of   operations  to  identify  cost  saving
      opportunities which would generate increased gross margins.

<F2>  The decrease in the dollar amount in 1999 is  attributable  to the absence
      of real  estate  sales  during the year,  as compared  to  $5,157,462  and
      $4,085,881  in costs  attributable  to real estate sales in 1998 and 1997,
      respectively.  The decrease in the dollar amount and percentage in 1999 as
      compared to 1997 is also  attributable  to a 1997 provision for impairment
      loss of  $2,750,000  to reduce  the net  carrying  value of the North Fort
      Myers,  Florida  shopping  center to  estimated  fair value.  There was no
      impairment loss provision in 1999 or 1998. See Note 6 to the  Consolidated
      Financial Statements for further discussion.
</FN>
</TABLE>

             SELLING, SHIPPING, GENERAL AND ADMINISTRATIVE EXPENSES

         For the years  1999,  1998 and 1997,  Selling,  shipping,  general  and
administrative  expenses  (See  Chart  C)  were  $13,558,676,   $13,571,655  and
$12,084,015,  respectively.  As a percentage  of  Consolidated  Revenues,  these
expenses were 7% for 1999, 8% for 1998,  and 9% for 1997. In reviewing  Chart C,
the reader should  recognize  that the volume of revenues  generally will affect
these amounts and percentages.  The percentages in Chart C are based on expenses
as they relate to segment  revenues in Chart A, with the  exception  that Parent
expenses and total expenses relate to Consolidated Revenues.


<TABLE>
<CAPTION>
                             SELLING, SHIPPING, GENERAL AND ADMINISTRATIVE EXPENSES SUMMARY BY SEGMENT
                                                       (Dollars in Thousands)
                                                              CHART C

                                                                                             Percent of
                                                                                         Segment Revenues
                                           Years Ended                                    For Years Ended
                                             April 30,                                       April 30,
                       -------------------------------------------------    -----------------------------------------
                               1999              1998             1997              1999         1998        1997
                       -------------------------------------------------    -----------------------------------------
<S>                         <C>              <C>               <C>                   <C>          <C>         <C>
Construction <F1>           $ 4,584          $ 4,525           $ 3,386                3            3           3
Manufacturing                 4,100            3,941             4,470               24           26          27
Real Estate <F2>              2,325            2,500             1,905               19           12           9
Parent                        2,550            2,606             2,323                1            2           2
                       -------------------------------------------------
Total                       $13,559          $13,572           $12,084                7            8           9
                       =================================================
<FN>
NOTES:
<F1>  On a dollar  basis  comparison,  the higher  expenses  in 1999 and 1998 as
      compared  to 1997  stemmed  from  increased  incentive-based  compensation
      expenses which were a result of increased Segment profits.
<F2>  The increase in the dollar  amount of expenses in 1998 as compared to 1997
      was attributable to increased employee  compensation expenses which were a
      result of increased Segment profits.
</FN>
</TABLE>

                                 INTEREST COSTS

         The majority of interest costs expensed of $5,262,399,  $4,666,290, and
$4,779,102,  in 1999, 1998, and 1997, respectively,  is related  to debt on real
estate and  utilization  of lines of credit.  Interest  costs  increased in 1999
primarily  due to the debt  service on the  $11,000,000  industrial  development
revenue bonds issued to finance the  Manufacturing  Segment's new facility.  See
"LIQUIDITY AND CAPITAL RESOURCES" below.  Interest costs of $199,000,  $112,000,
and $25,000,  relating to properties under  development in 1999, 1998, and 1997,
respectively, were capitalized.

             FINANCIAL CONDITION AND CHANGES IN FINANCIAL CONDITION

         Property  held for sale  increased by $3,576,714 in 1999 as a result of
the reclassification of the shopping center in Newnan,  Georgia,  which was sold
in May 1999, as discussed in "Item 2.  Properties." This property was previously
included in Income-producing  properties.  The only other property held for sale
at April 30,  1999,  was the  Company's  former wood  manufacturing  facility in
Atlanta,  Georgia. See previous discussion in "Item 2. Properties" regarding the
potential  sale or eminent  domain  proceedings  to acquire this  facility.  The
mortgage  debt  associated  with  both  properties  has  been   reclassified  as
short-term.

         Property,  plant and  equipment  increased by  $2,511,777  during 1999,
primarily as a result of the construction costs related to the completion of the
Manufacturing Segment's new facility. The facility was completed in early summer
1998 and is now  fully  operational.  For  further  information  related  to the
financing of this property, see "LIQUIDITY AND CAPITAL RESOURCES".


<PAGE>
                         LIQUIDITY AND CAPITAL RESOURCES

         Except  for  certain  real  estate  construction  loans and  occasional
short-term  operating  loans,  the Company normally has been able to finance its
working capital needs through funds generated internally.  If adequate funds are
not generated through normal operations, the Company has available bank lines of
credit.  The Company has also developed  relationships  with various banks which
management  believes  could  be  sources  for  other  short-term  and  long-term
financing,  if required.  Working capital  decreased to $9,885,902 at the end of
1999,  from  $15,283,031  and  $13,075,119,   at  the  end  of  1998  and  1997,
respectively. Operating activities used cash of $8,185,746. Investing activities
used  cash of  $3,855,868,  primarily  for  construction  of the  Company's  new
manufacturing facility. Financing activities provided cash of $6,249,694.

         In April 1992, the Company  secured a  construction  loan for the North
Fort Myers,  Florida  development  from  SunTrust  Bank,  Atlanta.  The loan was
amended in April 1994,  August 1995,  March 1996,  July 1997,  March 1998,  July
1998, and December 1998. The primary term of the construction financing was five
years,  and the loan has been extended to June 2000, in accordance with the loan
agreement.  The loan carries a floating  interest rate of prime plus .375%.  The
maximum  amount to be funded  will be  determined  by a formula  based on future
development.  As of  April  30,  1999,  the  principal  amount  outstanding  was
$13,727,933.  Although the Company has periodically  received extensions on this
loan,  there can be no assurance it will be able to continue to do so. If future
extensions  were not granted,  it would be  necessary  for the Company to either
refinance or sell the  development  and pay off this loan prior to its due date.
There can be no assurance  that  sufficient  proceeds from a refinancing or sale
will be available to pay off the loan prior to its maturity.

         In August 1997, the Company refinanced the $2,100,000 construction loan
on its Jackson,  Michigan  shopping center with a permanent loan for $3,500,000.
The  permanent  loan has a term of 22 years and bears  interest  at 8.625%.  The
provisions of the loan, as amended in August 1998, required the establishment of
a $500,000  letter of credit at closing which is to be used to pay down the loan
in August 1999,  if certain  leasing  requirements  are not met. As of April 30,
1999, these  requirements  have not been met, and there can be no assurance that
they will be met by August 1999.

         In  October  1997,  the  Company   entered  into  an  acquisition   and
construction  loan  with  SunTrust  Bank,  Atlanta,  to fund  the  purchase  and
renovations  of the corporate  headquarters  building in Atlanta,  Georgia.  The
maximum amount of the loan is $5,200,000.  The loan was amended in December 1998
to extend  the  maturity  date to May 2000.  There can be no  assurance  further
extensions will be granted. The Company has the option of paying interest at the
prime rate or based on the Eurodollar rate plus 2.0%, which may be locked in for
one, two, three, or six month periods at the Company's  discretion.  The Company
plans to  refinance  this  loan  prior to  maturity,  however,  there  can be no
assurance that a refinancing will take place prior to the loan's due date.

         In November  1997, the Company  closed on the  $11,000,000,  twenty-one
year bond financing for its new manufacturing  facility. The bonds bear interest
at prevailing  market rates,  reset weekly. In an effort to minimize exposure to
interest rate  fluctuations  in connection  with the bonds,  the Company entered
into two separate interest rate swap agreements with SunTrust Bank,  Atlanta, in
February  1998.  The first swap  agreement  terminates  in  February  2001.  The
notional  amount reduces  annually from $5,500,000 at inception to $5,300,000 at
the  expiration of the  agreement.  The agreement  calls for the Company to make
fixed rate  payments to SunTrust of 5.57% per annum of the notional  amount,  in
exchange  for  SunTrust  making  floating  rate  payments  based  on the  30-day
Non-financial  AA Commercial Paper rate. The second interest rate swap agreement
terminates  in  February  2003.  The  notional  amount  reduces   annually  from
$5,500,000 at inception to $5,057,500 at the  expiration of the  agreement.  The
remaining terms of the second  agreement are identical to the terms of the first
except the fixed rate payment is 5.67% per annum.  The  notional  amounts of the
swap agreements are set to match the outstanding  principal amount of the bonds.
The swap  floating  rates are reset  weekly,  and the Company  settles  with the
counterparty  monthly. The Company expects the counterparty to the agreements to
abide by the terms of the agreements.

         At April 30, 1999, the Company had unsecured  committed lines of credit
totaling  $13,000,000,  of which  $7,600,000 was  outstanding  and an additional
$500,000 was reserved for the letter of credit issued for the Jackson,  Michigan
loan discussed  above.  The Company also had a committed line of credit totaling
$2,500,000, secured by the Manufacturing Segment's inventory and receivables, of
which $448,222 was outstanding at year end.

         On April  30,  1999,  in order to  facilitate  the sale of the  Newnan,
Georgia shopping  center,  the Company drew $5,600,000 on the lines of credit to
have funds  available to pay the related  mortgage debt. This draw was repaid in
May 1999. In July 1999, the Company  purchased an  approximately  174,000 square
foot shopping  center located in  Jacksonville,  Florida,  for  $9,000,000.  The
purchase was financed with funds  received from the sale of the Newnan,  Georgia
shopping  center,  cash held by the Company,  and the Company's lines of credit.
Subsequently,  the Company  closed on a permanent  mortgage  loan secured by the
property  and used the proceeds to pay back the lines of credit.  The  permanent
loan,  in the  amount  of  $9,500,000,  bears  interest  at 7.375% and is fully
amortizable over twenty years.  Loan proceeds received in excess of the purchase
price  were used to pay  financing  costs and are  available  for use for tenant
improvements  and  commissions on future  leases.  The loan may be called at any
time by the lender after September 1, 2002. If the loan were called, the Company
would  have up to  thirteen  months  to  prepay  the loan  without  penalty.  In
conjunction with the loan, an Additional  Interest  Agreement was executed which
entitles the lender to be paid additional interest equal to fifty percent of the
quarterly  net cash flow and fifty percent of the  appreciation  in the property
upon sale or refinance.

             EFFECTS OF INFLATION ON REVENUES AND OPERATING PROFITS

         The  effects of  inflation  upon the  Company's  operating  results are
varied. Inflation in the current year has been modest and has had minimal effect
on the Company.  The Construction Segment subcontracts most of its work at fixed
prices,  which  normally  will help  that  segment  protect  its  profit  margin
percentage.

         In the Manufacturing Segment, the raw material prices were stable.

         In the Real Estate  Segment,  many of the leases are long-term (over 20
years) with fixed  rents  except for  contingent  rent  provisions  by which the
Company may earn  additional rent as a result of increases in tenants' sales. In
most cases,  however, the contingent rent provisions permit the tenant to offset
against  contingent  rents any  increases  in ad valorem  taxes over a specified
amount.  If inflation  were to rise,  ad valorem taxes would  probably  increase
which, in turn, would cause a decrease in the contingent rents. Furthermore, the
Company has certain repair  obligations,  and the costs of repairs increase with
inflation.

         Inflation causes a rise in interest rates,  which has a positive effect
on investment income, but has a negative effect on profit margins because of the
increased costs of contracts,  production,  and operations.  Overall,  inflation
will tend to limit the Company's  markets and, in turn,  will reduce revenues as
well as operating profits.



<PAGE>
                                    YEAR 2000

         The Year 2000 has  presented a problem for  companies  who use computer
systems  which were  developed  without the ability to  properly  recognize  and
process  data  relating  to the year 2000 and beyond.  Such  systems may include
hardware,  software and other  telecommunications  information  systems (IT), as
well as computer systems that do not relate to information  technology,  such as
building  and other  ancillary  systems  (non-IT).  The  Company,  its  vendors,
suppliers,  and other  significant third party service providers are all exposed
to the  potential  disruption  of operations if such systems are not replaced or
remediated.

         The Company  substantially has completed its assessment and remediation
efforts for achieving  Year 2000  compliance in its IT and non-IT  systems.  All
computer   hardware  and  software  have  been   inventoried  and  tested.   The
Construction Segment has purchased a new Year 2000 compliant accounting software
package and upgraded its computer hardware system.  The cost of the software and
hardware and the  installation  thereof is not  considered  to be material.  The
Company  installed the new hardware and software  during the second quarter 1999
and began using it in the third quarter 1999. The  Manufacturing  Segment,  at a
nominal cost, plans to upgrade its current  accounting  software to be Year 2000
compliant by August 1999, and the Real Estate Segment's  accounting  software is
Year 2000  compliant.  Other  non-compliant  hardware  and  software  review and
remediation costs are considered to be minimal.

         The  Company  has  conducted  a  written  survey  of its IT and  non-IT
significant  third party vendors and service  providers to determine  their Year
2000 compliance  status.  The responses have indicated these  businesses will be
substantially  compliant on a timely basis. The Company,  however, cannot ensure
that various third parties with which it deals will be Year 2000 compliant.  The
failure of such third parties, such as banks, significant customers, tenants and
vendors to become Year 2000  compliant  on a timely  basis could have an adverse
impact on the Company's business.

         Uncertainty  exists  concerning  the  scope and  magnitude  of the most
reasonably  likely  worst  case  scenario.  The  Company  has  not  developed  a
contingency  plan for dealing with any  catastrophic  failure of the government,
utility companies,  lending  institutions or other regulated agencies,  but will
consider the need for such if public or other information regarding the state of
readiness  of  these  entities  or other  significant  third  parties  indicates
imminent problems.

         There can be no assurance that the Company will be able to identify and
correct  all  aspects  of the  effect  of the Year  2000  issue on the  Company.
Management,  however,  does not  believe  that the Year  2000  issue  will  pose
significant  problems in its IT or non-IT  systems,  or that  resolution  of any
potential  problems with respect to these systems will have a material effect on
the  Company's  financial  condition  or  results  of  operations.  Readers  are
cautioned that  forward-looking  statements regarding Year 2000 issues should be
read in conjunction with the Company's disclosures under the heading "Cautionary
statement regarding forward-looking information."

           CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

         Certain  statements  contained  or  incorporated  by  reference in this
Annual Report on Form 10-K, including without limitation,  statements containing
the words "believes," "anticipates," "expects," and words of similar import, are
forward-looking  statements  within the meaning of the federal  securities laws.
Such forward-looking  statements involve known and unknown risks,  uncertainties
and  other  matters  which  may  cause  the  actual   results,   performance  or
achievements of the Company to be materially  different from any future results,
performance  or  uncertainties  expressed  or  implied  by such  forward-looking
statements.  Such risks,  uncertainties  and other matters include,  but are not
limited to, Year 2000 compliance issues.


                     CONSIDERATION OF STRATEGIC ALTERNATIVES

         The  Company  announced  on June 8, 1999,  that the Board of  Directors
decided  to  investigate  a wide  range  of  possible  strategic  and  financial
alternatives that may be available to maximize  shareholder value. In connection
with this activity,  the management of the Construction  Segment  approached the
Company  in  order to begin  discussing  the  possibility  of  purchasing  their
segment's  business.  After a period of investigation  and  deliberation,  those
discussions  were  terminated.  The Company has not formalized  any  alternative
strategy,  and  although  the  investigation  of other  possible  strategic  and
financial  alternatives  is ongoing,  there is no assurance  whatsoever that any
transaction ultimately will result.






<PAGE>
       ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         The Company's  major market risk exposure is the potential loss arising
from changes in interest rates and its impact on variable rate debt instruments.
The following table summarizes  information related to the Company's market risk
sensitive debt instruments as of April 30, 1999:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------------
                                         Principal              Total                                     Interest
Debt Instrument                           Balance            Availability           Maturity                Rate
--------------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>                  <C>                      <C>        <C>
Industrial Development
Revenue Bond <F1>                      $11,000,000          $ 11,000,000             11/1/18    Variable, repricing weekly
--------------------------------------------------------------------------------------------------------------------------------
Note Payable to Bank                   $ 5,028,153          $  5,200,000             5/30/00    Prime rate or LIBOR plus 2%,
                                                                                                at the Company's option
--------------------------------------------------------------------------------------------------------------------------------
Industrial Development Bond            $   228,564          $    228,564              3/1/00    79% of Prime rate
--------------------------------------------------------------------------------------------------------------------------------
Construction Loan                      $ 8,963,340          $  8,963,340             6/30/00    Prime rate plus .375%
--------------------------------------------------------------------------------------------------------------------------------
Amendment to Construction Loan         $ 4,764,593          To be determined         6/30/00    Prime rate plus .375%
                                                            per formula in
                                                            Loan Agreement
--------------------------------------------------------------------------------------------------------------------------------
Unsecured Lines of Credit              $ 7,600,000          $12,000,000 <F2>        10/31/99    Prime rate or LIBOR plus 2%,
                                                                                                at the Company's option
--------------------------------------------------------------------------------------------------------------------------------
Unsecured Lines of Credit              $         0          $ 1,000,000              9/30/99    Prime rate or LIBOR plus
                                                                                                2.7%, at the Company's option
--------------------------------------------------------------------------------------------------------------------------------
Secured Line of Credit                 $   448,222          $ 2,500,000              9/30/99    Prime rate or LIBOR plus
                                                                                                2.7%, at the Company's option
--------------------------------------------------------------------------------------------------------------------------------
<FN>
<F1>  In an effort  to  minimize  exposure  to  interest  rate  fluctuations  in
      connection  with  these  bonds,  the  Company  entered  into two  separate
      interest rate swap  agreements  with SunTrust Bank,  Atlanta,  in February
      1998. The first swap  agreement  terminates in February 2001. The notional
      amount reduces  annually from $5,500,000 at inception to $5,300,000 at the
      expiration of the agreement.  The agreement  calls for the Company to make
      fixed rate payments to SunTrust of 5.57% per annum of the notional amount,
      in exchange for SunTrust making floating rate payments based on the 30-day
      Non-financial  AA  Commercial  Paper rate.  The second  interest rate swap
      agreement  terminates  in  February  2003.  The  notional  amount  reduces
      annually from  $5,500,000 at inception to $5,057,500 at the  expiration of
      the agreement.  The remaining terms of the second  agreement are identical
      to the  terms of the first  except  the fixed  rate  payment  is 5.67% per
      annum.  The notional  amounts of the swap  agreements are set to match the
      outstanding  principal  amount of the bonds.  The swap floating  rates are
      reset weekly, and the Company settles with the counterparty monthly.
<F2>  $500,000 is restricted as it secures a letter of credit. See Note 9 to the
      Consolidated Financial Statements of the Company.
</FN>
</TABLE>

              ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
<TABLE>
<CAPTION>
                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

                                                                                   Page

<S>                                                                                 <C>
Independent Auditors' Report                                                        18
Consolidated Balance Sheets - April 30, 1999 and 1998                               19
Consolidated Statements of Operations - For the years ended April 30, 1999,
1998 and 1997                                                                       20
Consolidated Statements of Shareholders' Equity - For the years ended April
30, 1999, 1998 and 1997                                                             21
Consolidated Statements of Cash Flows - For the years ended April 30, 1999,
1998 and 1997                                                                       22
Notes to Consolidated Financial Statements - April 30, 1999, 1998 and 1997          23

Schedules:
Schedule Number
---------------
II   Valuation and Qualifying Accounts                                              35
III  Real Estate and Accumulated Depreciation                                       36
</TABLE>





<PAGE>
                          Independent Auditors' Report


The Board of Directors and Shareholders
Abrams Industries, Inc.:


         We  have  audited  the  consolidated  financial  statements  of  Abrams
Industries,  Inc. and subsidiaries (the "Company") as listed in the accompanying
index. In connection with our audits of the consolidated  financial  statements,
we also  have  audited  the  financial  statement  schedules  as  listed  in the
accompanying  index.  These  consolidated  financial  statements  and  financial
statement  schedules are the  responsibility  of the Company's  management.  Our
responsibility  is  to  express  an  opinion  on  these  consolidated  financial
statements and financial statement schedules based on our audits.

         We conducted our audits in accordance with generally  accepted auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

         In our opinion, the consolidated financial statements referred to above
present  fairly,  in all material  respects,  the  financial  position of Abrams
Industries, Inc. and subsidiaries as of April 30, 1999 and 1998, and the results
of their  operations  and cash  flows  for each of the  years in the  three-year
period ended April 30, 1999, in conformity  with generally  accepted  accounting
principles. Also in our opinion, the related financial statement schedules, when
considered in relation to the basic consolidated financial statements taken as a
whole,  present  fairly,  in all material  respects,  the  information set forth
therein.


                                              /s/ KPMG LLP

June 4, 1999
Atlanta, Georgia




<PAGE>
<TABLE>
<CAPTION>

                                                  CONSOLIDATED BALANCE SHEETS

                                                                                                        April 30,
                                                                                          -----------------------------------
                                                                                              1999                    1998
-----------------------------------------------------------------------------------------------------------------------------
<S>                                                                                       <C>                   <C>
                                                            ASSETS
CURRENT ASSETS:
      Cash and cash equivalents, including restricted cash of $95,673
        and $4,860,226 in 1999 and 1998, respectively                                     $  7,448,551          $ 13,240,471
      Receivables:
        Trade notes and accounts, net                                                        3,298,545             1,996,831
        Contracts, net, including retained amounts of
              $4,983,746 in 1999 and $5,480,974 in 1998 (note 4)                            27,981,694            19,148,413
      Inventories, net (note 3)                                                              2,972,663             1,495,063
      Costs and earnings in excess of billings (note 4)                                      3,188,100             5,637,599
      Property held for sale (note 5)                                                        5,268,478             1,691,764
      Deferred income taxes (note 10)                                                          820,829               848,939
      Other                                                                                    599,715               614,244
----------------------------------------------------------------------------------------------------------------------------
              Total current assets                                                          51,578,575            44,673,324
----------------------------------------------------------------------------------------------------------------------------
INCOME-PRODUCING PROPERTIES, NET (notes 6, 8, and 9)                                        52,311,607            57,262,540
PROPERTY, PLANT AND EQUIPMENT, NET (notes 7 and 9)                                          12,368,396             9,856,619
OTHER ASSETS:
      Land held for future development or sale                                               4,237,845             4,237,845
      Notes receivable                                                                         297,209               415,538
      Cash surrender value of officers life insurance, net                                   1,473,963             1,282,790
      Deferred loan costs, net                                                                 788,356               814,405
      Other                                                                                  3,076,589             2,766,383
----------------------------------------------------------------------------------------------------------------------------
                                                                                          $126,132,540         $ 121,309,444
============================================================================================================================

                                             LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
      Trade and subcontractors payables, including
        retained amounts of $2,513,281 in 1999 and
        $3,797,162 in 1998                                                                $18,391,697          $  19,445,101
      Accrued expenses                                                                      2,834,831             13,664,863
      Billings in excess of costs and earnings (note 4)                                     2,947,814              1,369,148
      Accrued profit-sharing (note 11)                                                      2,593,654              3,325,048
      Short-term borrowings (note 9)                                                        8,048,222                  ---
      Current maturities of long-term debt                                                  6,876,455              1,586,133
----------------------------------------------------------------------------------------------------------------------------
              Total current liabilities                                                    41,692,673             29,390,293
----------------------------------------------------------------------------------------------------------------------------
DEFERRED INCOME TAXES (note 10)                                                             2,910,771              3,018,429
OTHER LIABILITIES                                                                           1,702,048              1,426,052
MORTGAGE NOTES PAYABLE, less current maturities (note 8)                                   27,447,977             33,433,945
OTHER LONG-TERM DEBT, less current maturities (note 9)                                     29,106,511             29,504,862
----------------------------------------------------------------------------------------------------------------------------
              Total liabilities                                                           102,859,980             96,773,581
----------------------------------------------------------------------------------------------------------------------------
COMMITMENTS AND CONTINGENCIES (notes 5, 6, 8, and 9)
SHAREHOLDERS' EQUITY (note 12):
      Common stock, $1 par value; 5,000,000 shares authorized;
        3,014,039 shares issued and 2,936,356 shares outstanding in
        1999 and 1998                                                                       3,014,039              3,014,039
      Additional paid-in capital                                                            2,019,690              2,019,690
      Retained earnings                                                                    18,651,382             19,914,685
      Treasury stock, 77,683 common shares in 1999 and 1998                                  (412,551)              (412,551)
----------------------------------------------------------------------------------------------------------------------------
              Total shareholders' equity                                                   23,272,560             24,535,863
----------------------------------------------------------------------------------------------------------------------------
                                                                                         $126,132,540           $121,309,444
============================================================================================================================

                              See accompanying notes to consolidated financial statements.
</TABLE>



<PAGE>
<TABLE>
<CAPTION>
                                             CONSOLIDATED STATEMENTS OF OPERATIONS

                                                                                        Years Ended April 30,
                                                                          ----------------------------------------------------
                                                                              1999               1998                 1997
------------------------------------------------------------------------------------------------------------------------------
<S>                                                                       <C>                <C>                 <C>
REVENUES:
    Construction                                                          $159,273,393       $141,453,025        $  97,976,902
    Manufacturing                                                           16,760,605         14,970,261           16,661,798
    Rental income                                                           12,449,850         11,334,278           11,770,889
    Real estate sales                                                           ---            10,024,651            9,214,758
    Interest                                                                   431,147            684,270              452,992
    Other                                                                       56,532            124,357               46,262
------------------------------------------------------------------------------------------------------------------------------
                                                                           188,971,527        178,590,842          136,123,601
------------------------------------------------------------------------------------------------------------------------------
COSTS AND EXPENSES:
    Construction                                                           150,603,062        133,430,395           91,637,636
    Manufacturing                                                           13,588,788         10,547,381           10,412,263
    Rental property operating expenses,
      excluding interest                                                     6,922,221          6,385,181            6,526,306
    Cost of real estate sold                                                    ---             5,157,462            4,085,881
    Provision for impairment on income-producing
      property (note 6)                                                         ---                  ---             2,750,000
------------------------------------------------------------------------------------------------------------------------------
                                                                           171,114,071        155,520,419          115,412,086
------------------------------------------------------------------------------------------------------------------------------
Selling, shipping, general and administrative                               13,558,676         13,571,655           12,084,015
Interest costs incurred, less interest capitalized of
    $199,000, $112,000, and $25,000 in 1999, 1998 and
    1997, respectively                                                       5,262,399          4,666,290            4,779,102
------------------------------------------------------------------------------------------------------------------------------
                                                                           189,935,146        173,758,364          132,275,203
------------------------------------------------------------------------------------------------------------------------------
          (LOSS) EARNINGS BEFORE INCOME TAXES                                 (963,619)         4,832,478            3,848,398
------------------------------------------------------------------------------------------------------------------------------
INCOME TAX (BENEFIT) EXPENSE (note 10):
    Current                                                                   (208,040)           865,642              968,782
    Deferred                                                                   (79,548)           967,358              488,218
------------------------------------------------------------------------------------------------------------------------------
                                                                              (287,588)         1,833,000            1,457,000
------------------------------------------------------------------------------------------------------------------------------
          NET (LOSS) EARNINGS                                             $   (676,031)      $  2,999,478        $   2,391,398
==============================================================================================================================

NET (LOSS) EARNINGS PER SHARE (note 12):
    Basic                                                                 $       (.23)      $       1.02        $         .81
------------------------------------------------------------------------------------------------------------------------------
    Diluted                                                               $       (.23)      $       1.02        $         .80
==============================================================================================================================

                                  See accompanying notes to consolidated financial statements.
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
                                             CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

                                                                      Additional
                                              Common Stock              Paid-In          Retained       Treasury
                                          Shares        Amount          Capital          Earnings         Stock           Total
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>           <C>             <C>             <C>              <C>            <C>
BALANCES at April 30, 1996              3,010,039     $3,010,039      $2,012,190      $ 15,289,448     $ (159,301)    $  20,152,376
    Net earnings                           ---            ---              ---           2,391,398          ---           2,391,398
    Cash dividends declared -
      $.07 per share                       ---            ---              ---            (207,310)         ---            (207,310)
    Acquisition of 32,500 shares
      of treasury stock                    ---            ---              ---               ---         (211,250)         (211,250)
-----------------------------------------------------------------------------------------------------------------------------------
BALANCES at April 30, 1997              3,010,039      3,010,039       2,012,190        17,473,536       (370,551)       22,125,214
    Net earnings                           ---            ---              ---           2,999,478          ---           2,999,478
    Cash dividends declared -
      $.19 per share                       ---            ---              ---            (558,329)         ---            (558,329)
    Exercise of stock options               4,000          4,000           7,500             ---            ---              11,500
    Acquisition of 6,000 shares
      of treasury stock                    ---            ---              ---               ---          (42,000)          (42,000)
-----------------------------------------------------------------------------------------------------------------------------------
BALANCES at April 30, 1998              3,014,039      3,014,039       2,019,690        19,914,685       (412,551)       24,535,863
    Net loss                               ---            ---              ---            (676,031)          ---           (676,031)
    Cash dividends declared -
      $.20 per share                       ---            ---              ---            (587,272)          ---           (587,272)
-----------------------------------------------------------------------------------------------------------------------------------
BALANCES at April 30, 1999              3,014,039     $3,014,039      $2,019,690      $ 18,651,382     $ (412,551)    $  23,272,560
===================================================================================================================================

                              See accompanying notes to consolidated financial statements.
</TABLE>




<PAGE>
<TABLE>
<CAPTION>
                                             CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                                                           Years Ended April 30,
                                                                              --------------------------------------------------
                                                                                   1999               1998               1997
---------------------------------------------------------------------------------------------------------------------------------
<S>                                                                            <C>                <C>                <C>
Cash flows from operating activities:
    Net (loss) earnings                                                        $  (676,031)       $  2,999,478       $  2,391,398
    Adjustments to reconcile net (loss) earnings
      to net cash (used in) provided by operating activities:
          Depreciation and amortization                                          3,123,369           2,853,634          3,401,334
          Deferred tax (benefit) expense                                           (79,548)            967,358            488,218
          Gain on sales of real estate and property, plant,
              and equipment                                                        (25,847)         (4,867,189)        (5,128,877)
          Provision for impairment on income-producing property                      ---               ---              2,750,000
      Changes in assets and liabilities:
          Receivables, net                                                     (10,125,120)         (2,230,083)        (2,840,330)
          Inventories, net                                                      (1,477,600)             62,901            118,577
          Costs and earnings in excess of billings                               2,449,499          (2,852,259)            73,049
          Other current assets                                                      14,529            (146,511)           (83,441)
          Other assets                                                            (628,829)         (1,112,638)          (790,074)
          Trade and subcontractors payable                                      (1,053,404)          9,060,022           (861,657)
          Accrued expenses                                                        (830,032)            226,451          1,542,646
          Accrued profit-sharing                                                  (731,394)            194,951          1,512,165
          Billings in excess of costs and earnings                               1,578,666             220,483            366,847
          Other liabilities                                                        275,996             577,590            309,199
---------------------------------------------------------------------------------------------------------------------------------
              Net cash (used in) provided by operating activities               (8,185,746)          5,954,188          3,249,054
---------------------------------------------------------------------------------------------------------------------------------
Cash flows from investing activities:
    Proceeds from sales of real estate and property, plant,
      and equipment                                                                 67,355           3,818,393           1,496,831
    Additions to income-producing properties                                      (465,385)        (16,045,209)        (5,205,926)
    Additions to property, plant and equipment, net                             (3,566,292)         (8,911,039)          (622,667)
    Repayments received on notes receivable                                        108,454             100,294            108,815
---------------------------------------------------------------------------------------------------------------------------------
              Net cash used in investing activities                             (3,855,868)        (21,037,561)        (4,222,947)
---------------------------------------------------------------------------------------------------------------------------------
Cash flows from financing activities:
    Short-term borrowings, net                                                   8,048,222               ---                ---
    Debt proceeds                                                                  234,570          32,145,583          5,061,143
    Debt repayments                                                             (1,328,567)        (10,425,800)        (1,486,522)
    Deferred loan costs paid                                                      (117,259)           (418,161)           (23,570)
    Cash dividends                                                                (587,272)           (558,329)          (207,310)
    Repurchases of common stock                                                      ---               (42,000)          (211,250)
    Proceeds from exercise of stock options                                          ---                11,500              ---
---------------------------------------------------------------------------------------------------------------------------------
              Net cash provided by financing activities                          6,249,694          20,712,793          3,132,491
---------------------------------------------------------------------------------------------------------------------------------
Net (decrease) increase in cash and cash equivalents                            (5,791,920)          5,629,420          2,158,598
Cash and cash equivalents at beginning of year                                  13,240,471           7,611,051          5,452,453
---------------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of year                                       $ 7,448,551        $ 13,240,471       $  7,611,051
=================================================================================================================================

Supplemental disclosure of noncash investing activities:
    Transfer of income-producing property to property
      held for sale                                                            $ 3,576,714        $      ---         $      ---
Supplemental disclosure of noncash financing activities:
    Assumption of mortgage loans by purchasers in
      conjunction with sale of income-producing properties                     $    ---           $  5,733,899       $  7,723,758
Supplemental cash flow information:
    Cash paid during the year for interest,
      net of amounts capitalized                                              $  5,218,298        $  4,817,206       $  4,829,201
    Cash paid during the year for income taxes                                $    118,553        $    726,733       $    382,873
=================================================================================================================================

                              See accompanying notes to consolidated financial statements.

</TABLE>



<PAGE>
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                         APRIL 30, 1999, 1998, AND 1997

                          (1) ORGANIZATION AND BUSINESS

         Abrams  Industries,  Inc. (the  "Company") was organized under Delaware
law in 1960.  In 1984,  the  Company  changed  its state of  incorporation  from
Delaware  to  Georgia.  The Company  engages in (i)  construction  of retail and
commercial  projects,  (ii) manufacturing of store fixtures,  bank  fixtures and
display units for retail outlets, and (iii) asset management,  development,  and
redevelopment of income-producing properties, including acquisition, investment,
management  and sale.  The Company's  wholly owned  subsidiaries  include Abrams
Construction,  Inc., Abrams Fixture Corporation, and Abrams Properties, Inc. and
subsidiaries.

                 (2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a)  PRINCIPLES OF  CONSOLIDATION  AND BASIS OF  PRESENTATION
     The  consolidated  financial  statements  include  the  accounts  of Abrams
     Industries,  Inc., its wholly owned  subsidiaries and its 80% investment in
     Abrams-Columbus Limited Partnership.  All significant intercompany balances
     and transactions have been eliminated in consolidation.

     The  preparation  of financial  statements  in  conformity  with  generally
     accepted  accounting  principles requires the Company to make estimates and
     assumptions  that affect the reported amounts of assets and liabilities and
     disclosure  of  contingent  assets  and  liabilities  at  the  date  of the
     financial  statements  and the  reported  amounts of revenues  and expenses
     during  the  reporting  period.  Actual  results  could  differ  from those
     estimates.

(b)  INCOME RECOGNITION
     Construction revenues are reported on the percentage-of-completion  method,
     using costs  incurred to date in relation to  estimated  total costs of the
     contracts to measure the stage of  completion.  The  cumulative  effects of
     changes in estimated  total contract costs and revenues are recorded in the
     period in which the facts requiring the revisions become known. At the time
     it is  determined  that a  contract  will  result  in a  loss,  the  entire
     estimated loss is recorded.

     Revenues  from  the  sales of real  estate  are  recognized  at the time of
     closing.  When a  portion  or unit of a  development  property  is sold,  a
     proportionate  share of the  projected  total  cost of the  development  is
     charged to cost of sales.  Costs of sales  related to real estate are based
     on the specific property sold.

     Generally,  revenues from the sale of manufactured  goods are recognized on
     the date products are shipped to the customer. Revenues from certain sales,
     on which  delivery  is  delayed at the  customer's  explicit  request,  are
     recognized  when conditions for revenue  recognition are met;  principally,
     the completed  product is ready for delivery and transfer of both title and
     risk of ownership has passed to the buyer.

(c)  CASH AND CASH EQUIVALENTS
     Cash and cash  equivalents  include money market funds and other  financial
     instruments.  The Company considers all highly liquid debt instruments with
     maturities of three months or less to be cash equivalents.

     In 1999, restricted cash consists of a bond sinking fund which will be used
     to pay down the principal on the industrial  development  revenue bonds. In
     1998, restricted cash included proceeds from the issuance of the industrial
     development  revenue bonds. The proceeds of these bonds were restricted for
     use in constructing and equipping the Company's new manufacturing facility.

(d)  INVENTORIES
     Inventories are valued at the lower of cost (first-in, first-out method) or
     market. To reflect the inventory at the lower of cost or market,  valuation
     reserves are established. Management periodically evaluates the adequacy of
     reserves based on aging, sales and other relevant factors.

(e)  PROPERTY HELD FOR SALE
     Property  held for  sale is  expected  to be sold in the  near  term and is
     carried at the lower of cost or fair value less costs to sell. Depreciation
     and   amortization   are  suspended  during  the  sale  period  except  for
     manufacturing facilities that are necessary for operation.





<PAGE>
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)

(F)  INCOME-PRODUCING PROPERTIES AND PROPERTY, PLANT AND EQUIPMENT
     Income-producing  properties  are stated at the lower of cost or fair value
     and  are   depreciated   for  financial   reporting   purposes   using  the
     straight-line  method over the estimated useful lives of the properties and
     related assets.

     Property,  plant,  and equipment is recorded at cost and is depreciated for
     financial  reporting  purposes  using  the  straight-line  method  over the
     estimated  useful lives of the assets.  Significant  additions which extend
     asset  lives are  capitalized.  Normal  maintenance  and  repair  costs are
     expensed as incurred.

     Interest and other carrying costs related to assets under  construction are
     capitalized.  Costs of development and construction  are also  capitalized.
     Capitalization  of interest and other carrying costs is discontinued when a
     project is substantially completed or if active development ceases.

(G)  LAND HELD FOR FUTURE DEVELOPMENT OR SALE
     Land held for future development or sale is carried at the lower of cost or
     fair value less costs to sell.

(H)  DEFERRED LOAN COSTS
     Costs  incurred to obtain loans have been deferred and are being  amortized
     over the terms of the related loans.

(I)  IMPAIRMENT OF LONG-LIVED ASSETS AND ASSETS TO BE DISPOSED OF
     The Company  reviews  income-producing  properties,  property,  plant,  and
     equipment,  land held for future development or sale, assets to be disposed
     of and certain intangible assets for impairment  whenever events or changes
     in  circumstances  indicate that the carrying amount of an asset may not be
     recoverable.  Recoverability of assets to be held and used is measured by a
     comparison  of the  carrying  amount of the asset to future  net cash flows
     expected to be  generated  by the asset.  If an asset is  considered  to be
     impaired,  the  impairment  to be  recognized  is measured by the amount by
     which the  carrying  amount of the asset  exceeds the  asset's  fair value.
     Assets to be disposed of are reported at the lower of their carrying amount
     or fair value less cost to sell.

(J)  INCOME TAXES
     Income  taxes are  accounted  for under  the  asset and  liability  method.
     Deferred  tax  assets and  liabilities  are  recognized  for the future tax
     consequences  attributable to differences  between the financial  statement
     carrying  amounts of existing assets and  liabilities and their  respective
     tax bases.  Deferred tax assets and  liabilities are measured using enacted
     tax rates  expected to apply to taxable  income in the years in which those
     temporary  differences are expected to be recovered or settled.  The effect
     of a  change  in tax  rates on  deferred  tax  assets  and  liabilities  is
     recognized in income in the period that includes the enactment date.

(K)  FAIR VALUE OF FINANCIAL INSTRUMENTS
     Management believes that the carrying amounts of cash and cash equivalents,
     receivables,  other assets, accounts payable,  accrued expenses and current
     portions of debt  instruments are reasonable  approximations  of their fair
     value because of the short-term nature of these instruments.

     The fair value of the Company's  noncurrent portions of debt instruments is
     estimated by discounting  the future cash flows of each instrument at rates
     currently offered to the Company for similar debt instruments of comparable
     maturities by the Company's bankers.  Based on this valuation  methodology,
     management  believes that the carrying amount of the noncurrent portions of
     debt instruments is a reasonable estimation of their fair value.

(L)  STOCK OPTIONS
     Prior to May 1, 1996,  the Company  accounted  for its stock option plan in
     accordance with the provisions of Accounting  Principles  Board Opinion No.
     25,  Accounting  for Stock  Issued to Employees  ("APB  Opinion  25"),  and
     related interpretations. As such, compensation expense was recorded only to
     the extent  that the market  price of the  underlying  stock at the date of
     grant exceeded the exercise  price. On May 1, 1996, the Company adopted the
     provisions of Statement of Financial Accounting Standards ("SFAS") No. 123,
     Accounting for Stock-Based  Compensation.  SFAS No. 123 encourages entities
     to  recognize  as  expense  over the  vesting  period the fair value of all
     stock-based awards on the date of grant. Alternatively, SFAS No. 123 allows
     entities  to  continue  to  apply  the  provisions  of APB  Opinion  25 for
     recognizing  stock-based   compensation  expense  in  the  basic  financial
     statements.  Companies  not  following  the fair  value  based  method  are
     required to provide  expanded  disclosures  in the  footnotes.  The Company
     elected to continue to apply the  provisions  of APB Opinion 25 and provide
     the pro forma disclosure of SFAS No. 123.




<PAGE>
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)

(M)  RECENT ACCOUNTING PRONOUNCEMENTS
     In June 1997, the Financial Accounting Standards Board ("FASB") issued SFAS
     No.  130,  REPORTING   COMPREHENSIVE  INCOME.  This  statement  establishes
     standards  for  reporting  and  displaying  comprehensive  income  and  its
     components in a full set of general purpose financial statements.  SFAS No.
     130 requires all items that are required to be recognized  under accounting
     standards as components of comprehensive  income be reported in a financial
     statement that is displayed in equal  prominence  with the other  financial
     statements.  The term  "comprehensive  income" is used in the  statement to
     describe the total of all components of comprehensive  income including net
     income. "Other comprehensive income" refers to revenues,  expenses,  gains,
     and losses that are  included in  comprehensive  income but  excluded  from
     earnings under current accounting standards.  SFAS No. 130 is effective for
     financial  statements  for years  beginning  after  December 15, 1997.  The
     Company  adopted  SFAS No.  130  effective  May 1, 1998.  Adoption  of this
     statement  did not have an  impact  on the  Company's  financial  position,
     results of  operations  or liquidity,  as the  pronouncement  only requires
     additional  disclosure.  The Company did not have any  components  of other
     comprehensive  income in any of the periods  presented in the  accompanying
     financial statements.

     In June 1997, the FASB issued SFAS No. 131,  Disclosures  about Segments of
     an Enterprise and Related Information. This statement establishes standards
     for the way public  business  enterprises are to report  information  about
     operating  segments  in annual  financial  statements  and  requires  those
     enterprises to report selected  information about operating  segments using
     the  "management  approach"  concept.  It also  establishes  standards  for
     related  disclosures  about products and services,  geographic  areas,  and
     major  customers.  SFAS No. 131 is effective for financial  statements  for
     periods beginning after December 15, 1997. The Company adopted SFAS No. 131
     effective May 1, 1998.

(N)  RECLASSIFICATIONS
     Certain  reclassifications have been made to the 1998 and 1997 consolidated
     financial statements to conform with classifications adopted in 1999.

                                 (3) INVENTORIES

     The balances of major classes of inventory,  net of their related valuation
     reserves, at April 30, were as follows:
<TABLE>
<CAPTION>

                                                1999                   1998
                                            ---------------------------------
               <S>                          <C>                    <C>
               Finished goods               $1,268,048             $  787,520
               Work-in-progress                845,495                219,802
               Raw materials                   859,120                487,741
                                            ---------------------------------
                                            $2,972,663             $1,495,063
                                            =================================
</TABLE>

                           (4) CONTRACTS IN PROGRESS

     Assets  and  liabilities  related  to  contracts  in  progress,   including
     contracts   receivable,   are  included  in  current   assets  and  current
     liabilities  as they will be  liquidated  in the normal  course of contract
     completion,  which is expected to occur within one year. Amounts billed and
     costs recognized on contracts in progress, at April 30, were:
<TABLE>
<CAPTION>
                                                    1999            1998
                                                ---------------------------
           <S>                                  <C>            <C>
           Costs and earnings in excess of
             billings:
              Accumulated costs and earnings    $ 27,841,460   $ 48,672,342
              Amounts billed                      24,653,360     43,034,743
                                                ---------------------------
                                                $  3,188,100   $  5,637,599
                                                ===========================

            Billings in excess of costs and
              earnings:
               Amounts billed                   $ 33,961,588   $ 27,774,973
               Accumulated costs and earnings     31,013,774     26,405,825
                                                ---------------------------
                                                $  2,947,814   $  1,369,148
                                                ===========================
</TABLE>




<PAGE>
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)

                           (5) PROPERTY HELD FOR SALE

         As of April 30, 1999, the Company has  classified  its shopping  center
located in  Newnan,  Georgia,  as  property  held for sale.  This  property  was
subsequently  sold on May 14,  1999 (note 14).  As of April 30,  1998,  only the
Company's  former  manufacturing  facility was  classified  as property held for
sale.

         The results of  operations  for the year ended April 30, 1999,  for the
rental  property in the Real Estate  Segment that is held for sale is summarized
below:
<TABLE>
<CAPTION>

             <S>                                                     <C>
             Revenues                                                $1,024,152
             Operating expenses, including depreciation
                and interest                                            746,872
                                                                     ----------
             Results of operations                                   $  277,280
                                                                     ==========
</TABLE>

                        (6) INCOME-PRODUCING PROPERTIES

         Income-producing  properties and their estimated useful lives, at
April 30 were as follows:
<TABLE>
<CAPTION>
                                                           Estimated
                                                          useful lives             1999             1998
                                                          --------------------------------------------------
             <S>                                            <C>               <C>              <C>
             Land                                                             $15,883,977      $  16,580,806
             Buildings and improvements                     7-39 years         50,034,275         55,472,762
                                                                              ------------------------------
                                                                               65,918,252         72,053,568
             Less - accumulated depreciation
                and amortization                                               13,606,645         14,791,028
                                                                              ------------------------------
                                                                              $52,311,607      $  57,262,540
                                                                              ==============================
</TABLE>

         During 1999, the Company  reclassified  its shopping  center located in
Newnan, Georgia, from income-producing properties to Property held for sale. The
shopping center was sold May 14, 1999 (note 14).

         During 1998, the Company sold  income-producing  properties  located in
Oakwood,  Georgia,  Newark, Ohio, and Tifton,  Georgia, and recognized gains for
financial  statement  purposes.   During  fiscal  year  1997,   income-producing
properties  located in Shawnee,  Oklahoma,  Warner Robins,  Georgia,  and Niles,
Michigan,  were also sold for gains. These sales transactions were structured as
tax-deferred,  like-kind  exchanges  pursuant to Internal  Revenue  Code Section
1031, which allows a deferral of the tax gain if the Company  utilizes  proceeds
of the sale to purchase other real estate within 180 days of sale.

         During the  fourth  quarter of fiscal  year 1997,  management  received
market  information  which it believed  indicated that the carrying value of its
shopping  center in North Fort Myers,  Florida,  had been  impaired.  Management
completed a  recoverability  review of the carrying value of the shopping center
based upon an estimate of undiscounted future cash flows expected to result from
its use and eventual  disposition.  As of April 30, 1997,  management  concluded
that the sum of the undiscounted  future cash flows estimated to be generated by
the  shopping  center was less than the  carrying  value and,  as a result,  the
Company  recorded a provision for  impairment  of  $2,750,000  which reduced the
shopping center's carrying value to its estimated fair value. The estimated fair
value was determined by using market value studies  compiled by two  independent
commercial real estate brokerage firms. This shopping center is classified as an
Income-producing   property  in  the  accompanying   April  30,  1999  and  1998
consolidated balance sheets and is included in the Real Estate Segment.




<PAGE>
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)

                          (7) PROPERTY, PLANT, AND EQUIPMENT

         The major  components  of  property,  plant,  and  equipment  and their
estimated useful lives at, April 30, were as follows:
<TABLE>
<CAPTION>
                                                              Estimated
                                                             useful lives            1999               1998
                                                             --------------------------------------------------
                   <S>                                         <C>              <C>                 <C>
                   Land                                                         $  1,984,405        $    92,226
                   Buildings and improvements                  3-39 years          8,579,274          1,729,884
                   Machinery and equipment                     3-10 years          7,407,729          5,684,239
                                                                                -------------------------------
                                                                                  17,971,408          7,506,349
                   Less - accumulated depreciation                                 5,603,012          5,505,291
                                                                                -------------------------------
                                                                                  12,368,396          2,001,058
                   Construction in progress -
                      manufacturing facility                                          ---             7,855,561
                                                                                -------------------------------
                                                                                $ 12,368,396        $ 9,856,619
                                                                                ===============================
</TABLE>

         In July 1998, when the construction of the new  manufacturing  facility
was completed, the Company began depreciating the facility.

                      (8) MORTGAGE NOTES PAYABLE AND LEASES

         As of April 30,  1999,  the Company owns five  shopping  centers and an
office park which are pledged as collateral on related  mortgage  notes payable.
It is also lessee of nine shopping centers under leaseback arrangements expiring
from 2001 to 2014.  Each  mortgage note and  leaseback  arrangement  contains an
exculpatory  provision  limiting the Company's  liability to its interest in the
respective mortgaged property or lease.

         All of the leaseback  centers are leased to the Kmart  Corporation, and
Kmart is a  tenant  in five of the  seven  owned  shopping  centers.  The  owned
shopping centers are leased for periods expiring from fiscal years 2000 to 2040,
while  leases on the owned  office  properties  expire from fiscal years 2000 to
2003. Leases on the leaseback centers correspond to the leaseback  periods.  All
leases are operating  leases.  The shopping center leases typically require that
the tenant make fixed rental payments over a 5- to 25-year  period,  and provide
for renewal  options and for  contingent  rentals if the tenants'  sales volumes
exceed predetermined  amounts. In some cases, the shopping center leases provide
that the tenant bear the cost of insurance, repairs, maintenance and taxes. Base
rental  revenue  received from owned shopping  centers and office  properties in
1999, 1998, and 1997 was approximately $10,226,000,  $7,708,000, and $7,829,000,
respectively. Base rental revenue received from leaseback centers in 1999, 1998,
and 1997 was approximately $2,620,000, $2,620,000, and $2,694,000, respectively.
Contingent  rental revenue  received on all centers in 1999,  1998, and 1997 was
approximately $171,000, $195,000, and $164,000, respectively.

         Approximate  future  minimum  annual  rental  receipts  from all rental
properties are as follows:
<TABLE>
<CAPTION>

                    Years ending April 30,                 Owned             Leaseback
                    ------------------------------------------------------------------
                           <S>                        <C>                  <C>
                           2000                       $  8,455,000         $ 2,620,000
                           2001                          7,795,000           2,620,000
                           2002                          7,283,000           2,138,000
                           2003                          6,412,000           1,911,000
                           2004                          5,456,000           1,323,000
                        Thereafter                      53,430,000           3,553,000
                     -----------------------------------------------------------------
                                                      $ 88,831,000         $14,165,000
                     =================================================================
</TABLE>
         The  Company  leases  office  space  from one of its  subsidiaries.  In
accordance  with  the   noncancelable   leases,   the  subsidiary  will  receive
approximately  $1,550,000  in rental  payments from the Company over the term of
the leases.  These rental  receipts  have been  reflected in the future  minimum
rental receipts from owned properties.




<PAGE>
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)

         The expected future minimum principal and interest payments on mortgage
notes payable on the owned rental  properties and the future minimum  rentals to
be paid on leaseback centers are as follows:
<TABLE>
<CAPTION>
                                                    Owned Rental Properties
                                                       Mortgage Payments                 Leaseback
                                               -----------------------------              Centers
             Years ending April 30,            Principal             Interest        Rental Payments
             ---------------------------------------------------------------------------------------
                  <S>                      <C>                  <C>                    <C>
                     2000                  $   5,998,316        $   2,935,133          $  2,136,000
                     2001                        726,256            2,858,409             2,136,000
                     2002                     12,990,580            2,877,975             1,719,000
                     2003                        659,875            1,542,034             1,536,000
                     2004                        716,663            1,466,975             1,109,000
                  Thereafter                  12,354,603            6,048,056             3,214,000
             ---------------------------------------------------------------------------------------
                                           $  33,446,293        $   17,728,582         $ 11,850,000
             ======================================================================================
</TABLE>

         The mortgage  notes  payable are due at various  dates between April 1,
2002,  and  September 1, 2019,  and bear interest at rates ranging from 7.25% to
9.75%, with a weighted average rate of 8.85% at April 30, 1999.

         The  outstanding  principal  balance on the  Newnan,  Georgia  shopping
center  mortgage loan of $5,331,968 has been included in the Current  maturities
of long-term  debt at April 30, 1999,  as the property is classified as Property
held for sale in the accompanying balance sheet at April 30, 1999
(note 5).


<PAGE>
                 (9) OTHER LONG-TERM DEBT AND CREDIT FACILITIES
<TABLE>
<CAPTION>

         Other long-term debt, at April 30, was as follows:

                                                                                                      1999                  1998
                                                                                                   --------------------------------
          <S>                                                                                      <C>                  <C>
          Industrial development revenue bonds with a variable interest rate, repricing
            on a weekly basis, based on rates available for debt instruments of a similar
            nature and comparable terms (5.05% at April 30, 1999); required monthly
            interest only payments until November 1, 1998, thereafter interest and bond
            sinking fund payments required monthly; matures on November 1, 2018;
            secured by irrevocable letter of credit                                                $11,000,000          $11,000,000

          Note payable to bank with variable interest rate of LIBOR plus 2% (6.90% at
            April 30, 1999); requires monthly interest only payments with principal due
            May 30, 2000; secured by real property, guaranteed by a subsidiary
            of the Company                                                                           5,028,153            4,793,583

          Industrial development bond bearing interest at 79% of prime rate (6.12% at
            April 30, 1999); requires quarterly principal payments of $57,143 plus interest;
            matures March 1, 2000; secured by real property                                            228,564              457,136

          Construction loan bearing interest at the prime rate plus .375% (8.125% at
            April 30, 1999); requires monthly principal and interest payments of $87,729,
            principal matures June 30, 2000; secured by real property and assignment of
            leases and rents; guaranteed by a subsidiary of the Company                              8,963,340            9,231,297

          Amendment to construction loan shown above permitting borrowings of up to
            $4,942,419; bearing interest at the prime rate plus .375% (8.125% at
            April 30, 1999); requires monthly principal and interest payments of
            $42,113; matures June 30, 2000; secured by real property and assignment
            of leases and rents; guaranteed by a subsidiary of the Company                           4,764,593            4,855,295
                                                                                                   --------------------------------
                        Total other long-term debt                                                  29,984,650           30,337,311

          Less current maturities                                                                      878,139              832,449
                                                                                                   --------------------------------
                         Total other long-term debt, excluding current maturities                  $29,106,511          $29,504,862
                                                                                                   ================================
</TABLE>



     The future minimum principal payments due on other long-term debt
     are as follows:
<TABLE>
<CAPTION>

                    Year ending April 30,
                    -------------------------------------------------------
                            <S>                                <C>
                            2000                               $    878,139
                            2001                                 18,506,511
                            2002                                    230,000
                            2003                                    255,000
                            2004                                    280,000
                            Thereafter                            9,835,000
                   --------------------------------------------------------
                                                               $ 29,984,650
                   ========================================================
</TABLE>

         The outstanding principal balance of $228,564 and $457,136 at April 30,
1999 and 1998,  respectively,  on the industrial  development  bond payable have
been included in the current  maturities  of long-term  debt, as the former wood
manufacturing  facility securing this bond is included in Property held for sale
in the accompanying  consolidated balance sheet at April 30, 1999 and 1998 (note
5).

         At  April  30,  1999,  the  Company  had  commitments  from a bank  for
unsecured  lines  of  credit  totaling  $12,000,000,  of  which  $7,600,000  was
outstanding.  An  additional  $500,000 was  restricted as it secures a letter of
credit described below.  These lines of credit,  which expire during fiscal year
2000,  bear interest at the prime rate (7.75% at April 30, 1999) and have a 3/8%
commitment fee on the unused portion. In addition, the Company had a commitment,
which  expires  during  fiscal year 2000,  for an unsecured  $1,000,000  line of
credit from a bank, of which none was  outstanding at April 30, 1999.  This line
of credit bears interest at the prime rate or at LIBOR (4.90% at April 30, 1999)
plus 2.7% and has a 3/8% commitment fee on the unused portion.  The Company also
had a commitment  for a line of credit,  which expires  during fiscal year 2000,
totaling  $2,500,000,  secured  by the  Manufacturing  Segment's  inventory  and
receivables,  of which  $448,222 was  outstanding at April 30, 1999. The secured
line of credit bears  interest at the prime rate or at LIBOR plus 2.7% and has a
3/10% commitment fee on the unused portion.

         The Company has entered into two interest rate swap agreements  related
to the $11,000,000  industrial  development revenue bonds shown above. The first
interest  rate swap  agreement was effective  February 4, 1998,  and  terminates
February 1, 2001. The notional amount reduces annually from $5.5 million, at the
effective  date,  to $5.3 million  prior to  expiration  of the  agreement.  The
agreement  requires  the  Company to pay a fixed rate of 5.57% in  exchange  for
floating rate payments  based on the 30-day  Non-financial  AA Commercial  Paper
rate (4.79% at April 30, 1999).

         The second interest rate swap agreement was effective February 4, 1998,
and terminates  February 1, 2003. The notional amount reduces annually from $5.5
million at the  effective  date to  $5,057,500  prior to the  expiration  of the
agreement.  The interest rate terms of the second agreement are identical to the
terms of the first  except that the fixed  interest  rate paid by the Company is
5.67%.  The  notional  amounts  of the  swap  agreements  are set to  match  the
outstanding  principal  amounts of the bonds.  The swap floating rates are reset
weekly, and the Company settles with the counterparty monthly.

         In connection with the issuance of the industrial  development  revenue
bonds, the Company was required to obtain an irrevocable letter of credit in the
amount of  $11,162,740.  The letter of credit was issued  November 12, 1997, and
expires on November  15,  2002.  The letter of credit can be extended  for three
additional  five-year  terms.  The letter of credit is guaranteed by the Company
and a subsidiary of the Company.  The letter of credit  contains  covenants that
require the maintenance of certain  financial  ratios. As of April 30, 1999, the
Company was in  compliance  with all debt  covenants or has obtained  waivers in
cases of non-compliance.

         In addition,  in conjunction  with the  origination of a mortgage on an
income-producing  property, the Company obtained an irrevocable,  standby letter
of credit in the amount of $500,000.  The letter of credit was originally issued
on July 30, 1997,  and amended  during August 1998.  The amendment  extended the
maturity  date to November 30, 1999.  The mortgage  lender is allowed to draw on
the letter in order to paydown  the  related  mortgage  loan if certain  leasing
requirements are not met. The letter of credit is secured by a portion of a bank
line of credit, discussed above.




<PAGE>
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)

                                (10) INCOME TAXES

         The  provision  for  income  tax  expense  (benefit)  consists  of  the
following:
<TABLE>
<CAPTION>
                                                         Current       Deferred             Total
                                                       --------------------------------------------
                    <S>                                <C>             <C>              <C>
                    Year ended April 30, 1999:
                       Federal                         $(325,487)      $(17,215)        $ (342,702)
                       State and local                   117,447        (62,333)            55,114
                                                       --------------------------------------------
                                                       $(208,040)      $(79,548)        $ (287,588)
                                                       ===========================================
                    Year ended April 30, 1998:
                       Federal                         $ 712,383       $843,817         $1,556,200
                       State and local                   153,259        123,541            276,800
                                                       -------------------------------------------
                                                       $ 865,642       $967,358         $1,833,000
                                                       ===========================================
                    Year ended April 30, 1997:
                       Federal                         $ 908,173       $436,827         $1,345,000
                       State and local                    60,609         51,391            112,000
                                                       -------------------------------------------
                                                       $ 968,782       $488,218         $1,457,000
                                                       ===========================================
</TABLE>

         Total  income tax  expense  (benefit)  recognized  in the  consolidated
statements  of  operations  differs  from the amounts  computed by applying  the
Federal  income  tax rate of 34% to  pretax  earnings  (loss) as a result of the
following:
<TABLE>
<CAPTION>

                                                                                      Years ended
                                                                                       April 30,
                                                                     ---------------------------------------------
                                                                        1999               1998             1997
                                                                     ---------------------------------------------
          <S>                                                        <C>             <C>              <C>
          Computed "expected" tax expense (benefit)                  $(327,630)      $  1,643,043     $  1,308,455
          Increase in income taxes resulting from:
               State and local income taxes, net
                 of Federal income tax benefit                          36,375            182,688           73,920
               Other, net                                                3,667              7,269           74,625
                                                                     ---------------------------------------------
                                                                     $(287,588)      $  1,833,000     $  1,457,000
                                                                     =============================================
</TABLE>




<PAGE>
         The tax effects of temporary  differences that give rise to significant
portions of the deferred  income tax assets and deferred income tax liabilities,
at April 30, are presented below:
<TABLE>
<CAPTION>
                                                                                   1999                        1998
                                                                              ---------------------------------------
          <S>                                                                 <C>                      <C>
          Deferred income tax assets:
              Inventories, primarily because of additional costs
                capitalized for tax purposes and the allowance for
                decline in net realizable value                               $    275,494              $     203,760
              Items not currently deductible for tax purposes:
                Provision for impairment on income-
                  producing property                                             1,026,816                  1,026,816
                Net operating loss carryforwards, state                            404,585                    307,141
                Capitalized costs                                                  594,156                    663,566
                Accrued directors' fees                                            223,032                    343,907
                Deferred compensation plan                                         419,740                    283,250
                Compensated absences                                               174,385                    170,450
                Other accrued expenses                                             413,233                    472,844
                Other                                                              419,524                    216,451
                                                                              ---------------------------------------
                Gross deferred income tax assets                                 3,950,965                  3,688,185
                                                                              ---------------------------------------
          Deferred income tax liabilities:
              Income-producing properties and property, plant and
                equipment, principally because of differences in
                depreciation and capitalized interest                            2,355,180                  2,230,575
              Gain on real estate sales structured as tax-deferred
                like-kind exchanges                                              3,500,887                  3,469,700
              Profit on installment sale                                            94,265                    124,572
              Other                                                                 90,575                     32,828
                                                                              ---------------------------------------
                Gross deferred income tax liabilities                            6,040,907                  5,857,675
                                                                              ---------------------------------------
                Net deferred income tax liability                             $  2,089,942               $  2,169,490
                                                                              =======================================
</TABLE>
          The valuation allowance was $0 at April 30, 1999 and 1998.





<PAGE>
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)

             (11) STOCK OPTION PLAN AND DEFERRED PROFIT-SHARING PLAN

         The Company  adopted a Key Employee  Incentive  Stock Option Plan which
expired  in May 1996,  and which  provided  that stock  options  could have been
awarded to officers and key employees with exercise prices no less than the fair
market value of the common stock at the date of grant.

         As of April 30, 1999, there were no stock options  outstanding,  as all
options had been exercised or canceled prior to April 30, 1998.

         Information  relating to the  Company's  stock option plan, as adjusted
for stock  dividends  for the years ended April 30, 1998 and 1997, is summarized
as follows:
<TABLE>
<CAPTION>

                                                                                    1998            1997
                                                                                 ----------------------------
                    <S>                                                          <C>             <C>
                    Options outstanding at beginning of year                       17,666              17,666
                    Options granted                                                  ---                 ---
                    Options canceled                                               13,666                ---
                    Options exercised                                               4,000                ---
                                                                                 ----------------------------
                    Options outstanding at end of year                                ---             17,666
                                                                                 ============================

                    Option prices per share:
                       Options granted during the year                           $    ---        $      ---
                       Options canceled                                          $ 2.875-4.50    $      ---
                       Options exercised                                         $   2.875       $      ---
                        Options outstanding at end of year                       $    ---        $ 2.875-4.50
                                                                                 ============================
</TABLE>

        The Company has a deferred Profit-Sharing Plan ("the Plan") which
covers substantially all of its employees. Funded employer contributions to
the Plan for 1999, 1998, and 1997 were approximately $814,000, $843,000, and
$1,032,000, respectively. The net assets in the Plan, which is administered
by an independent trustee, were approximately $18,172,000, $18,962,000, and
$14,304,000 at April 30, 1999, 1998, and 1997, respectively.




<PAGE>
                       (12) NET (LOSS) EARNINGS PER SHARE

         The following  tables set forth the  computations  of basic and diluted
net (loss) earnings per share:
<TABLE>
<CAPTION>
                                                                             For the year ended April 30, 1999
                                                                   ----------------------------------------------------
                                                                      Loss                  Shares            Per share
                                                                   (numerator)          (denominator)           amount
                                                                   ----------------------------------------------------
<S>                                                                <C>                    <C>                <C>
Basic EPS - loss per share                                         $ (676,031)            2,936,356          $    (.23)
Effect of dilutive securities                                           ---                   ---            ==========
---------------------------------------------------------------------------------------------------
Diluted EPS - loss per share plus assumed conversions              $ (676,031)            2,936,356          $    (.23)
=======================================================================================================================
<CAPTION>

                                                                              For the year ended April 30, 1998
                                                                   ----------------------------------------------------
                                                                       Earnings            Shares             Per share
                                                                     (numerator)        (denominator)           amount
                                                                   ----------------------------------------------------
<S>                                                                <C>                    <C>                <C>
Basic EPS - earnings per share                                     $ 2,999,478            2,937,712          $     1.02
                                                                                                             ==========
Effect of dilutive securities - weighted-
        average outstanding stock options                                ---                  3,851
---------------------------------------------------------------------------------------------------
Diluted EPS - earnings per share plus assumed conversions          $ 2,999,478            2,941,563          $     1.02
=======================================================================================================================
<CAPTION>
                                                                               For the year ended April 30, 1997
                                                                     --------------------------------------------------
                                                                       Earnings            Shares             Per share
                                                                     (numerator)       (denominator)           amount
-----------------------------------------------------------------------------------------------------------------------
<S>                                                                <C>                    <C>                <C>
Basic EPS - earnings per share                                     $ 2,391,398            2,971,442          $     .81
                                                                                                             =========
Effect of dilutive securities - outstanding
  stock options                                                          ---                  2,129
---------------------------------------------------------------------------------------------------
Diluted EPS - earnings per share plus
  assumed conversions                                              $ 2,391,398            2,973,571           $    .80
======================================================================================================================
</TABLE>
                             (13) OPERATING SEGMENTS

         The Company has three operating segments:  construction,  manufacturing
and real estate.  The Construction  Segment provides  construction  services for
commercial and industrial  projects.  The  Manufacturing  Segment produces store
fixtures for retail outlets,  display fixtures for  point-of-sale  merchandising
and  other   products.   The  Real   Estate   Segment   develops   or   acquires
income-producing   properties  for  investment  and  usually  provides  property
management for the properties after development or acquisition.

         The operating  segments are managed  separately  and maintain  separate
personnel due to the differing  products offered by each segment.  Management of
each of the segments  evaluates  and monitors  the  performance  of the segments
based  on the  earnings  or  losses  prior  to  income  taxes.  The  significant
accounting  policies  utilized by the  operating  segments are the same as those
summarized in note 2 to the accompanying financial statements of the Company.

         Total  revenue  by  operating   segment  includes  both  revenues  from
unaffiliated  customers, as reported in the Company's consolidated statements of
operations,  and intersegment revenues, which are generally at prices negotiated
between segments.

         Segment  assets are those that are used in the Company's  operations in
each  segment,  including  receivables  due  from  other  segments.  The  Parent
Company's segment assets are primarily cash and cash equivalents, cash surrender
value of life insurance, and receivables.

         Operating  (loss)  earnings is total revenue less  operating  expenses,
including   depreciation   and   interest.   Selling,   shipping,   general  and
administrative  and interest  costs,  deducted in the  computation  of operating
(loss)  earnings of each segment,  represent  the actual costs  incurred by that
segment.  Parent  expenses and income taxes have not been allocated to the other
subsidiaries.

         The  Company  had  revenues  from  The  Home  Depot,  Inc.,   primarily
representing revenues in the Construction Segment, aggregating 53%, 61%, and 51%
of consolidated revenues in 1999, 1998, and 1997, respectively.



<PAGE>
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)
<TABLE>
<CAPTION>
                                           Construction    Manufacturing   Real Estate       Parent    Eliminations   Consolidated
----------------------------------------------------------------------------------------------------------------------------------
<S>                                        <C>             <C>             <C>            <C>          <C>            <C>
1999
Revenues from unaffiliated customers       $159,273,393    $  16,760,605  $12,449,850    $    ---      $    ---       $188,483,848
Interest and other income                       223,196            9,832      267,690         40,516        (53,555)       487,679
Intersegment revenue                          1,114,823          501,220    1,485,038         ---        (3,101,081)        ---
----------------------------------------------------------------------------------------------------------------------------------
        Total revenue                      $160,611,412    $  17,271,657  $14,202,578    $    40,516   $ (3,154,636)  $188,971,527
==================================================================================================================================
Operating earnings (loss)                  $  4,084,633    $  (1,760,238) $  (226,053)   $(3,074,905)  $     12,944   $   (963,619)
==================================================================================================================================
Segment assets                             $ 33,451,167    $  10,016,891  $84,572,912    $11,770,775   $(13,679,205)  $126,132,540
==================================================================================================================================
Interest expense                           $      1,053    $     156,495  $ 5,144,444    $    13,962   $    (53,555)  $  5,262,399
==================================================================================================================================
Depreciation and amortization              $    326,053    $     432,634  $ 2,383,194    $    30,634   $   (49,146)   $  3,123,369
==================================================================================================================================
Capital expenditures                       $    470,807    $     743,188  $ 2,740,563    $    77,119   $     ---      $  4,031,677
==================================================================================================================================

1998
Revenues from unaffiliated customers       $141,453,025    $  14,970,261  $21,358,929    $   ---      $      ---      $177,782,215
Interest and other income                       139,672           42,389      522,468        207,999     (103,901)         808,627
Intersegment revenue                          5,026,181          181,003      200,615        ---       (5,407,799)           ---
---------------------------------------------------------------------------------------------------------------------------------
        Total revenue                      $146,618,878    $  15,193,653  $22,082,012    $   207,999  $ (5,511,700)   $178,590,842
==================================================================================================================================
Operating earnings (loss)                  $  3,506,217    $     459,468  $ 2,882,496    $(2,580,307) $    564,604    $  4,832,478
==================================================================================================================================
Segment assets                             $ 30,834,340    $   8,185,294  $83,017,169    $ 9,470,541  $(10,197,900)   $121,309,444
==================================================================================================================================
Interest expense                           $      5,638    $      53,284  $ 4,604,095    $    54,509  $    (51,236)   $  4,666,290
==================================================================================================================================
Depreciation and amortization              $    276,259    $     586,629  $ 2,029,121    $    28,825  $    (67,200)   $  2,853,634
==================================================================================================================================
Capital expenditures                       $    771,808    $      81,164  $24,021,793    $    81,483  $     ---       $ 24,956,248
==================================================================================================================================

1997
Revenues from unaffiliated customers       $ 97,976,902    $  16,661,798  $20,985,647    $      ---   $     ---       $135,624,347
Interest and other income                       138,096           41,460      146,512        257,519       (84,333)        499,254
Intersegment revenue                            345,048            ---          ---          300,000      (645,048)          ---
----------------------------------------------------------------------------------------------------------------------------------
        Total revenue                      $ 98,460,046    $  16,703,258  $21,132,159    $   557,519  $   (729,381)   $136,123,601
==================================================================================================================================
Operating earnings (loss)                  $  3,088,094    $   1,749,033  $ 1,003,370    $(1,778,337) $   (213,762)   $  3,848,398
==================================================================================================================================
Segment assets                             $ 19,582,800    $  10,300,421  $59,833,984    $ 8,692,770  $ (6,910,537)   $ 91,499,438
==================================================================================================================================
Interest expense                           $      2,779    $      59,366  $ 4,788,291    $    12,999  $    (84,333)   $  4,779,102
==================================================================================================================================
Depreciation and amortization              $    226,929    $     600,628  $ 2,633,151    $    25,382  $    (84,756)   $  3,401,334
==================================================================================================================================
Capital expenditures                       $    176,539    $     467,771  $ 5,184,283    $     ---    $       ---     $  5,828,593
==================================================================================================================================
</TABLE>

                              (14) SUBSEQUENT EVENT

         On May 14, 1999, the Company sold the shopping center property  located
in Newnan,  Georgia.  The property was  classified  as Property held for sale at
April 30, 1999, in the  accompanying  balance  sheet.  The Company  recognized a
pre-tax gain of approximately $2,900,000 upon its sale.




<PAGE>
<TABLE>
<CAPTION>
                                         SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS

                                                                           Additions
                                                                  -----------------------------
                                               Balance at         Charged to         Charged to                          Balance
                                               Beginning           Costs and           Other                              at End
Description                                     of Year             Expenses          Accounts      Deductions           of Year
--------------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>                 <C>               <C>              <C>                <C>
ALLOWANCE FOR DOUBTFUL ACCOUNTS
    Year ended
      April 30, 1999                          $   134,870         $   96,853        $     ---        $ 109,327<F1>      $ 122,396
---------------------------------------------------------------------------------------------------------------------------------
    Year ended
      April 30, 1998                          $    65,584         $   90,496        $     ---        $  21,210<F1>      $ 134,870
---------------------------------------------------------------------------------------------------------------------------------
    Year ended
      April 30, 1997                          $    57,541         $  117,426        $     ---        $ 109,383<F1>      $  65,584
=================================================================================================================================

INVENTORY RESERVES
    Year ended
      April 30, 1999                          $   317,641         $  662,343        $     ---        $ 584,559<F2>      $ 395,425
---------------------------------------------------------------------------------------------------------------------------------
    Year ended
      April 30, 1998                          $   374,447         $  147,564        $     ---        $ 204,370<F2>      $ 317,641
---------------------------------------------------------------------------------------------------------------------------------
    Year ended
      April 30, 1997                          $   757,896         $  203,561        $     ---        $ 587,010<F2>      $ 374,447
=================================================================================================================================
<FN>
<F1> Allowance for doubtful accounts deductions resulted from the subsequent
write-off and/or recovery of the related receivable.

<F2> Inventory reserve deductions resulted from the subsequent sale and/or
write-off of the related inventory.
</FN>
</TABLE>



<PAGE>
<TABLE>
<CAPTION>
                                     SCHEDULE III -- REAL ESTATE AND ACCUMULATED DEPRECIATION
                                                          APRIL 30, 1999
                                                                                                          Costs
                                                                                                       Capitalized
                                                                                                        Subsequent
                                                                    Initial Cost to Company           to Acquisition
                                                                    --------------------------        ---------------      ------
                                                                                     Building
                                                                                        and
Description                                        Encumbrances          Land       Improvements       Improvements         Land
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                <C>              <C>            <C>                  <C>               <C>

INCOME-PRODUCING PROPERTIES:
    Shopping Center - Jackson, MI                  $  3,293,584     $  401,195     $  1,788,183         $  1,167,903    $   453,293
    Kmart - Morton, IL                                3,099,490         18,005        2,767,765             (220,638)        18,005
    Kmart - Columbus, GA                              2,609,719         11,710        2,356,920               10,078         11,710
    Shopping Center - Englewood, FL                  12,706,660      6,072,805        8,823,506              (80,073)     6,072,805
    Shopping Center - N. Fort Myers, FL              13,727,933      5,940,143       11,290,778            3,169,051      5,218,754
    Leaseback Shopping Center - Davenport, IA            ---            ---               2,150              193,261          ---
    Leaseback Shopping Center - Jacksonville, FL         ---            ---              42,151                ---            ---
    Leaseback Shopping Center - Orange Park, FL          ---            ---             127,487               35,731          ---
    Leaseback Shopping Center - W. St. Paul, MN          ---            ---               ---                 86,983          ---
    Leaseback Shopping Center - Bayonet Point, FL        ---            ---               ---                  9,384          ---
    Leaseback Shopping Center - Minneapolis, MN          ---            ---               ---                 19,818          ---
    Office Building - Atlanta, GA                     5,028,153        660,000        4,338,102              656,741        660,000
    Office Park - Marietta, GA                        6,404,873      1,750,000        6,417,275              228,388      1,750,000
    Shopping Center - Cincinnati, OH                     ---         1,699,410          617,102               40,331      1,699,410
-----------------------------------------------------------------------------------------------------------------------------------
                                                     46,870,412     16,553,268       38,571,419            5,316,958     15,883,997
-----------------------------------------------------------------------------------------------------------------------------------
PROPERTY HELD FOR SALE: <F2>
   Shopping Center - Newnan, GA                       5,331,968        696,829        5,291,120              301,224        696,829
-----------------------------------------------------------------------------------------------------------------------------------
LAND HELD FOR FUTURE DEVELOPMENT OR SALE:
   Davenport, IA                                         ---           183,572            ---                   ---         183,572
   Louisville, KY                                        ---            80,011            ---                   ---          80,001
   Oakwood, GA                                           ---           234,089            ---                543,330        777,419
   North Fort Myers, FL                                  ---         2,760,187            ---                345,325      3,105,512
   Jackson, MI                                           ---             ---              ---                 74,687         74,687
-----------------------------------------------------------------------------------------------------------------------------------
                                                         ---         3,257,859            ---                963,342      4,221,201
-----------------------------------------------------------------------------------------------------------------------------------
                                                    $52,202,380    $20,507,956     $ 43,862,539         $  6,581,524    $20,802,007
===================================================================================================================================
</TABLE>
<TABLE>
<CAPTION>
                                     SCHEDULE III -- REAL ESTATE AND ACCUMULATED DEPRECIATION
                                                    APRIL 30, 1999 (CONTINUED)

                                                      Gross Amounts at Which                                           Life on Which
                                                     Carried at Close of Year                                           Depreciation
                                                 ----------------------------------                                       In Latest
                                                Building                                 Net                               Earnings
                                                   and     Capitalized                Accumulated    Date(s) of   Date    Statement
                                               Improvements  Interest   Total <F1>   Depreciation  Construction Acquired is Computed
                                               -------------------------------------------------------------------------------------
<S>                                              <C>         <C>         <C>          <C>          <C>              <C>    <C>
INCOME-PRODUCING PROPERTIES:
    Shopping Center - Jackson, MI                $ 2,956,086 $   89,866  $ 3,499,245  $ 1,956,484  1972, 1996       ---     39 years
    Kmart - Morton, IL                             2,547,127      ---      2,565,132    2,103,552  1980, 1992       ---     25 years
    Kmart - Columbus, GA                           2,366,998    238,970    2,617,678    1,932,865  1980, 1988       ---     25 years
    Shopping Center - Englewood, FL                8,743,433  1,346,273   16,162,511    3,040,847     1990          ---     32 years
    Shopping Center - N. Fort Myers, FL           14,459,829  4,470,789   24,149,372    3,755,919  1993, 1996       ---   31.5 years
    Leaseback Shopping Center - Davenport, IA        195,411      ---        195,411       93,124     1995          ---      7 years
    Leaseback Shopping Center - Jacksonville, FL      42,151      ---         42,151       10,959     1994          ---     25 years
    Leaseback Shopping Center - Orange Park, FL      163,218      ---        163,218      104,013     1995          ---      7 years
    Leaseback Shopping Center - W. St. Paul, MN       86,983      ---         86,983       28,812     1996          ---      8 years
    Leaseback Shopping Center - Bayonet Point, FL      9,384      ---          9,384         --       1997          ---         ---
    Leaseback Shopping Center - Minneapolis, MN       19,818      ---         19,818        1,332     1997          ---     15 years
    Office Building - Atlanta, GA                  4,994,843      ---      5,654,843      283,572  1974, 1997       1997    39 years
    Office Park - Marietta, GA                     6,645,663      ---      8,395,663      275,522  1980, 1985       1997    39 years
    Shopping Center - Cincinnati, OH                 657,433      ---      2,356,843       19,644     1982          1998    39 years
-------------------------------------------------------------------------------------------------
                                                  43,888,377  6,145,898   65,918,252   13,606,645
-------------------------------------------------------------------------------------------------
PROPERTY HELD FOR SALE <F2>
   Shopping Center - Newnan, GA                    5,592,344    311,528    6,600,701    2,980,564 1974, 1987, 1989   ---  31.5 years
-------------------------------------------------------------------------------------------------
LAND HELD FOR FUTURE DEVELOPMENT OR SALE:
   Davenport, IA                                      ---         ---        183,572        ---         ---         1977       ---
   Louisville, KY                                     ---         ---         80,011        ---         ---         1979       ---
   Oakwood, GA                                        ---        16,644      794,063        ---         ---         1987       ---
   North Fort Myers, FL                               ---         ---      3,105,512        ---         ---         1994       ---
   Jackson, MI                                        ---         ---         74,687        ---         ---         1997       ---
-------------------------------------------------------------------------------------------------
                                                      ---        16,644    4,237,845        ---
-------------------------------------------------------------------------------------------------
                                                 $49,480,721 $6,474,070  $76,756,798  $16,587,209
=================================================================================================
</TABLE>



<PAGE>
        Reconciliations of total real estate carrying value and accumulated
depreciation for the three years ended April 30, 1999, are as follows:

<TABLE>
<CAPTION>
                                                            Real Estate                       Accumulated Depreciation
                                           ----------------------------------------    ------------------------------------------
                                               1999          1998           1997           1999          1998              1997
                                           ----------------------------------------    ------------------------------------------
<S>                                        <C>            <C>           <C>            <C>            <C>            <C>
BALANCE AT BEGINNING OF YEAR               $76,291,413    $69,380,403   $75,750,977    $14,791,028    $17,462,301    $20,108,134
ADDITIONS DURING YEAR
    Real estate                                465,385     16,803,252<F4> 4,771,612<F3>     ---            ---           ---
    Depreciation                                 ---            ---           ---        1,796,181      1,800,747      2,102,932
                                           ----------------------------------------    ----------------------------------------
                                               465,385     16,803,252     4,771,612      1,796,181      1,800,747      2,102,932

DEDUCTIONS DURING YEAR
    Accumulated depreciation on
      properties sold or transferred             ---            ---           ---           ---         4,472,020      4,748,765
    Carrying value of real estate
      sold, transferred, or retired              ---        9,892,242<F7> 8,392,186<F5>     ---            ---           ---
    Provision for impairment on income-
      producing property                         ---            ---       2,750,000>     ---               ---           ---
                                           ----------------------------------------    ------------------------------------------
                                                 ---        9,892,242    11,142,186         ---         4,472,020      4,748,765
                                           ----------------------------------------    ------------------------------------------
BALANCE AT CLOSE OF YEAR                   $76,756,798    $76,291,413   $69,380,403    $16,587,209    $14,791,028    $17,462,301
                                           ========================================    =========================================

NOTES:
<FN>
<F1>  The aggregated cost for land and building and improvements for federal
      income tax purposes at April 30, 1999, is $66,575,198.
<F2>  The former wood  manufacturing facility, which is classified  as property
      held for sale in the April 30, 1999, and 1998, consolidated balance sheets
      included herein, is not included in this schedule as it is not part of the
      Company's real estate operations.
<F3>  Primarily represents additions to a shopping center development in North
      Fort Myers, Florida, and a Kroger in Jackson, Michigan.
<F4>  Primarily represents the acquisitions of an office  building in  Atlanta,
      Georgia;  an office park in Marietta,  Georgia;  and a shopping  center in
      Cincinnati, Ohio.
<F5>  Primarily represents sales of three freestanding Kmarts in Niles,
      Michigan; Warner Robins, Georgia; and Shawnee, Oklahoma.
<F6>  Represents a provision  for impairment  which was  recorded  to reduce the
      carrying value of a shopping center in North Fort Myers,  Florida,  to its
      estimated fair value.
<F7>  Primarily represents sales of two  freestanding Kmarts in  Newark,  Ohio,
      and Tifton, Georgia, and a shopping center located in Oakwood, Georgia.
</FN>
</TABLE>

  ITEM 9. CHANGES IN AND DISAGREEMENTS WITH INDEPENDENT AUDITORS ON ACCOUNTING
                         AND FINANCIAL DISCLOSURE.

         Not applicable.


<PAGE>

                                    PART III

                                  ITEMS 10-13.

         The information  contained under the headings  "Nomination and Election
of Directors," "Principal Holders of the Company's Securities" and "Compensation
of Executive Officers and Directors" in the Company's definitive proxy materials
for its 1999 Annual Meeting of  Shareholders,  will be filed with the Securities
and Exchange Commission under a separate filing.

         For purposes of determining the aggregate market value of the Company's
voting stock held by  nonaffiliates,  shares held  directly or indirectly by all
Directors  and  Executive  Officers  of the  Company  have  been  excluded.  The
exclusion  of such  shares is not  intended  to,  and shall  not,  constitute  a
determination as to which persons or entities may be "affiliates" of the Company
as defined by the Securities and Exchange Commission.

   ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

(a)  The following documents are filed as part of this Annual Report on
     Form 10-K:

     1.   Financial Statements:
            Independent Auditors' Report
            Consolidated Balance Sheets at April 30, 1999 and 1998
            Consolidated Statements of Operations for the Years Ended April 30,
               1999, 1998 and 1997
            Consolidated Statements of Shareholders' Equity for the Years
                Ended April 30, 1999, 1998 and 1997
            Consolidated Statements of Cash Flows for the Years Ended April 30,
                1999, 1998 and 1997
            Notes to Consolidated Financial Statements

      2.  Financial Statement Schedules:
            Schedule II - Valuation and Qualifying Accounts
            Schedule III - Real Estate and Accumulated Depreciation

      3.  Exhibits:

          Exhibit No.
           3a.    Articles of Incorporation (1)
           3b.    Restated Bylaws (2), Amendment to Bylaws (9)
           10a.   Project Financing Agreement by and among Development
                  Authority of Fulton County, Abrams Fixture Corporation,
                    and SunTrust Bank, dated as of June 3, 1985 (3)
           10b.   Abrams Industries, Inc. 1986 Key Employee Incentive Stock
                    Option Plan (4), as amended by Amendment No. 1 to
                  Abrams Industries, Inc. 1986 Key Employee Stock Option Plan,
                    dated May 24, 1988#
           10c.   Directors' Deferred Compensation Plan (5)#
           10d.   Edward M. Abrams Split Dollar Life Insurance Agreement dated
                    July 29, 1991 (6)#
           10e.   Joseph H. Rubin Split Dollar Life Insurance Agreement dated
                    August 27, 1991 (6)#
           10f.   Bernard W. Abrams Split Dollar Life Insurance Agreement dated
                    July 16, 1993 (7)#
           10g.   Bernard W. Abrams Employment Agreement dated August 23,
                    1995 (8)#
           10h.   Edward M. Abrams Employment Agreement dated November 18,
                    1998 #
           10i.   Lease Agreement between Development Authority of Douglas
                    County, Georgia, and Abrams Riverside, LLC, dated
                    as of November 1, 1997
           10j.   Letter of Credit and Reimbursement Agreement by and between
                    Abrams Riverside, LLC, and NationsBank, N.A.,
                    dated as of November 1, 1997.
           10k.   Amendment to Letter of Credit and Reimbursement Agreement
                    dated September 1, 1998
           10l.   Second Amendment to Letter of Credit and Reimbursement
                    Agreement dated as of October 31, 1998
           10m.   Guaranty dated as of November 1, 1997, executed and
                    delivered by Abrams Properties, Inc. (the Guarantor) in
                    favor of NationsBank, N.A.
           10n.   Guaranty dated as of November 1, 1997, executed and delivered
                    by Abrams Industries, Inc. (the Guarantor) in
                    favor of NationsBank, N.A.
           13.    Annual Report to Shareholders for the fiscal year ended
                    April 30, 1999
           21.    List of the Company's Subsidiaries
           27.    Financial Data Schedule (For SEC use only)
           99.    Proxy Statement for 1999 Annual Meeting of Shareholders*

           Explanation of Exhibits
               (1) These exhibits are incorporated by reference to the
                     Company's Form 10-K for the year ended April 30, 1985.
               (2) This exhibit is incorporated by reference to the Company's
                     Form 10-K for the year ended April 30, 1997.
               (3) This exhibit is incorporated by reference to the Company's
                     Form 10-Q for the quarter ended July 31, 1985.
               (4) This exhibit is incorporated by reference to the Company's
                     Form 10-K for the year ended April 30, 1986.
               (5) This exhibit is incorporated by reference to the Company's
                     Form 10-K for the year ended April 30, 1991.
               (6) These exhibits are incorporated by reference to the
                     Company's Form 10-K for the year ended April 30, 1993.
               (7) This exhibit is incorporated by reference to the Company's
                     Form 10-K for the year ended April 30, 1994.
               (8) This exhibit is incorporated by reference to the Company's
                     Form 10-Q for the quarter ended October 31, 1995.
               (9) This exhibit is incorporated by reference to the Company's
                     Form 10-K for the year ended April 30, 1998.
               #   Management compensatory plans or arrangement.
               *   To be filed by amendment.




<PAGE>
(b)  Reports on Form 8-K:  None filed during the fourth  quarter of fiscal 1999.
(c)  The Company hereby files as exhibits to this Annual Report on Form 10-K the
     exhibits set forth in Item 14(a)3 hereof.
(d)  The Company  hereby files as financial  statement  schedules to this Annual
     Report on Form 10-K the  financial  statement  schedules  set forth in Item
     14(a)2 hereof.



                                   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.

                                                 ABRAMS INDUSTRIES, INC.

Dated: July 22, 1999                            By: /s/ Alan R. Abrams
                                                   ----------------------------
                                                        Alan R. Abrams
                                                        Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
<S>                                                    <C>
Dated: July 22, 1999                                   /s/ Alan R. Abrams
                                                       -----------------------------------------
                                                           Alan R. Abrams
                                                           Co-Chairman of the Board of Directors,
                                                           Chief Executive Officer

Dated: July 22, 1999                                  /s/  J. Andrew Abrams
                                                       -----------------------------------------
                                                           J. Andrew Abrams
                                                           Co-Chairman of the Board of Directors,
                                                           President and Chief Operating Officer

Dated: July 22, 1999                                  /s/  Edward M. Abrams
                                                       -----------------------------------------
                                                           Edward M. Abrams
                                                           Director, Chairman of the Executive Committee

Dated: July 22, 1999                                  /s/  Bernard W. Abrams
                                                       -----------------------------------------
                                                           Bernard W. Abrams
                                                           Director, Chairman Emeritus of the
                                                           Executive Committee

Dated: July 22, 1999                                  /s/  Paula Lawton-Bevington
                                                       -----------------------------------------
                                                           Paula Lawton-Bevington
                                                           Director

Dated: July 22, 1999                                  /s/  Donald W. MacLeod
                                                       -----------------------------------------
                                                           Donald W. MacLeod
                                                           Director

Dated: July 22, 1999                                  /s/  Anthony Montag
                                                       -----------------------------------------
                                                           Anthony Montag
                                                           Director

Dated: July 22, 1999                                  /s/  Joseph H. Rubin
                                                       -----------------------------------------
                                                           Joseph H. Rubin
                                                           Director

Dated: July 22, 1999                                  /s/  Felker W. Ward, Jr.
                                                       -----------------------------------------
                                                           Felker W. Ward, Jr.
                                                           Director

Dated: July 22, 1999                                  /s/  Melinda S. Garrett
                                                       -----------------------------------------
                                                           Melinda S. Garrett
                                                           Chief Financial Officer and
                                                           Chief Accounting Officer

</TABLE>
                                 EXHIBIT INDEX
Exhibit No.        Description
-----------        -----------

   10h.            Edward M. Abrams Employment Agreement dated November 18,
                   1998

   10i.            Lease Agreement between Development Authority of Douglas
                   County, Georgia, and Abrams Riverside, LLC, dated
                   as of November 1, 1997

   10j.            Letter of Credit and Reimbursement Agreement by and between
                   Abrams Riverside, LLC, and NationsBank, N.A.,
                   dated as of November 1, 1997.

   10k.            Amendment to Letter of Credit and Reimbursement Agreement
                   dated September 1, 1998

   10l.            Second Amendment to Letter of Credit and Reimbursement
                   Agreement dated as of October 31, 1998

   10m.            Guaranty dated as of November 1, 1997, executed and
                   delivered by Abrams Properties, Inc. (the Guarantor) in
                   favor of NationsBank, N.A.

   10n.            Guaranty dated as of November 1, 1997, executed and delivered
                   by Abrams Industries, Inc. (the Guarantor) in
                   favor of NationsBank, N.A.

   13.             Annual Report to Shareholders for the fiscal year ended
                   April 30, 1999

   21.             List of the Company's Subsidiaries

   27.             Financial Data Schedule (For SEC use only)