<PAGE>                    
                      SECURITIES AND EXCHANGE COMMISSION
                            450 Fifth Street, N.W.
                          Washington, D.C. 20549-1004


                              FORM 10-K - Amended


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

For the Year Ended December 31, 1995         Commission File Number
                                             Registration Number 0-7205

                           HOLIDAY-GULF HOMES, INC.                  
              (Exact name of registrant as specified in its charter)

           Minnesota                                  41-0916277           
(State or other jurisdiction of          (I.R.S. Employer Identification No.)
 incorporation or organization)

4804 Mile Stretch Drive, Holiday, Florida                     34690     
 (Address of principal executive office)                    (Zip Code)

Registrant's telephone number, including area code      (813)  937-3293


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                         
        
The number of shares outstanding of the issuer's classes of common stock as of
December 31, 1995.

          Class                              Outstanding at  December 31, 1995
Common Stock, $.01 par value                          1,903,853 shares


The aggregate market value of the voting stock held by non-affiliates of the
registrants as of December 31, 1995: $ .103 per share for 1,903,853 shares
totaling $195,973.







<PAGE>
               
                                    PART I
ITEM 1. BUSINESS

      (a)  General Business

            The revenues for the 1995 and 1994 years were derived from the  
      water and garbage operations of two subsidiaries.  Presently the      
      management of Holiday-Gulf Homes, Inc. believes these subsidiaries will 
      continue to provide a majority of the revenue.  In years prior to 1985 
      the company was primarily engaged in the development and sales of mid- 
      priced condominiums and single family housing.

      (b)  Narrative Description of Business

            The Company has two utility company subsidiaries and a land     
      development subsidiary.  The utility subsidiaries represent the       
      operating source of revenue.  These companies bill customers on a     
      monthly basis for water and garbage charges.  The utility companies are 
      operated by an outside contractor.  The rates charged by the utility  
      companies are set by the Florida Public Service Commission.

      Patents, etc.

            There are no patents, licenses, franchises or concessions held by 
      the Company which it deems important and material for an understanding 
      of its business.

      Research and Development

            No money was spent by the Company during the years ended December 
      31, 1995, 1994, and 1993 on research activities.

      Federal, State, and Local Regulations

            The utility subsidiaries are subject to the Florida Public Service 
      Commission regulations.  There are no material estimated capital      
      expenditures for the current or succeeding years.  All reports required 
      by the Florida Public Service Commission have been filed.

      Personnel

            The Company as of December 31, 1995, employed one person full   
      time.  The Company's employee is not represented by a union.

      Seasonal Factors

            The Company's operations as a whole are not significantly affected 
      by seasonal factors.

      Competitive Conditions

            The Utility Subsidiaries are regulated by a public authority,   
      therefore there are no competitive conditions.



<PAGE>

ITEM 2. PROPERTIES

      The Company's activities are presently conducted primarily in Pasco
County, Florida.  All of the Company's facilities are well maintained and
believed to be in good condition.

      The following is a description of the location and general character of
property owned by the Company and its subsidiaries.

            (a)  The land development subsidiary owns a warehouse and office 
            complex located in New Port Richey, Florida for which they receive 
            rent on a monthly basis.  The annual rents totaled $34,990 for  
            1995 and $33,714 for 1994.

            (b)  The Company owns five well lots where Crestridge Utility   
            Corporation is located.  These lots house the pumping station and 
            wells.

            (c)  The Company owns two well lots where Holiday Gardens       
            Utilities, Inc. is located.  These lots house the pumping station 
            and wells.


ITEM 3. LEGAL PROCEEDINGS

      None.


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

      (a)   Annual meeting of stockholders was held June 24, 1995 for the   
            December 31, 1994 year.

      (b)   Elected directors and executive officers for the upcoming 1996  
            year were:

                  Linda Emerick     - Director and President
                  Thomas L. Burkett - Director and Vice President
                  Ronnie L. Mohr    - Director and Secretary
                  Eileen M. Falla   - Treasurer

      (c)   Other matters voted upon and the number of affirmative votes and 
            negative votes cast with respect to each such matter.

             None.












<PAGE>
                                   PART II

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

      Holiday-Gulf Homes, Inc.'s Common stock is traded on the over the
counter market.  Generally, excluding limited or sporadic quotations, there
is no market for such stock.  The number of record holders of Holiday-Gulf
Homes, Inc. Common Stock at December 31, 1995 was 475.

      The Company distributed dividends of $95,193 in April, 1995, $95,192 in
April, 1993, $95,192 in October, 1990, $95,192 in December, 1989 and $95,192
in March, 1988.  For the ten years prior to the 1988 dividend the Company had
not made any distributions.


ITEM 6. SELECTED FINANCIAL DATA
                                                YEARS ENDED DECEMBER 31,

                                             1995          1994           1993 

 
Utility Revenues                        $ 270,772     $ 265,500      $ 261,554 
 
Net Income                              $  54,661     $  51,308      $  48,702 
 
Net Income Per Common Share             $    .029     $    .027      $    .026 
 
Total Assets                            $ 214,183     $ 256,155      $ 199,947 
 
Long-Term Debt                          $   -0-       $   -0-        $   -0- 
   
Cash Dividends Declared Per Share       $    .05      $   -0-        $    .05 
  

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND     
        RESULTS OF OPERATIONS

      (a)   Liquidity and Capital Resources

                  The Company maintains 55% of its assets in cash and other 
            current assets.  At present there are no plans for expansion and 
            no material repairs are anticipated for the utility companies.  
            The Company has been maintaining the water lines and meters on a 
            regular basis.

      (b)   Results of Operations

                  The majority of the revenues are generated by the utility 
            companies.  These completed a rate increase audit with the Public 
            Service Commission in 1992.  The new rates became effective in  
            1993.

                  The rates increased again in 1995 due to indexing.




<PAGE>

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND     
        RESULTS OF OPERATIONS (CONTINUED)

     
      Utility operating revenues increased 2% in 1995 to $270,772, up $5,272
over 1994 and increased 3.5% in 1995, up $9,218 over 1993.  The increase in
revenues is due primarily to rate increases in water revenues.

      The gross profit percentages for the years 1995, 1994 and 1993 of 50.2,
49.2 and 48.1%, respectively, were maintained due to the stability in the
number of customers.

      General and administrative expenses have decreased as a percentage of
utility revenues compared to 1994 and 1993 as a result of management
controlling expenditures.  General and administrative expenses as a percentage
of utility revenues were approximately 28.8% in 1995 as compared to 28.9% and
29.4% for 1994 and 1993.

      Income from other operations increased 3.8% in 1995 to $38,004, up
$1,392 over 1994 and increased 9.1% in 1995, up $3,159 over 1993.  The
increase in revenues is due primarily to increases in rental income.

      General and administrative expenses from other operations have decreased
as a percentage of income from other operations compared to 1994 as a result
of a stable market and increased as a percentage of income from other
operations compared to 1993 as a result of increased expenditures for the
office complex warehouse for lawn, electric, repairs and maintenance.  General
and administrative expenses from other operations as a percentage of income
from other operations were approximately 80.1% in 1995 as compared to 80.4%
and 76.6% for 1994 and 1993.

      Net income increased 6.5% in 1995 to $54,661, up $3,353 over 1994 and
increased 12.2% in 1995, up $5,959 over 1993.  The improvements to net income
are the result of stable margins on improved water revenues and rental income.



            



















<PAGE>
ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

      The following financial statements of Holiday-Gulf Homes, Inc., included
in the annual report to shareholders are incorporated herein by reference:

            Consolidated Balance Sheets - December 31, 1995 and 1994

            Consolidated Statements of Operations - Years ended December 31, 
            1995, 1994, and 1993

            Consolidated Statements of Shareholders' Equity - Years  ended  
            December 31, 1995, 1994, and 1993

            Consolidated Statements of Cash Flows - Years ended December 31, 
            1995, 1994, and 1993

            Notes to Consolidated Financial Statements - December 31, 1995

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

      None.



































<PAGE>

                                  PART III

ITEM 10. DIRECTORS AND OFFICERS OF THE REGISTRANT

            NAME             AGE   BUSINESS EXPERIENCE AND OTHER DIRECTORSHIPS

    Linda Emerick           50   Director  and  President of Holiday-Gulf   
                                 Homes, Inc. since June 23, 1987.  Mrs.     
                                 Emerick was the Secretary-Treasurer of     
                                 Hillrow, Inc. July, 1966 through June,     
                                 1989.  She is currently operating a        
                                 bookkeeping and management service.

    Thomas L. Burkett       58   Director and Vice President of Holiday-Gulf 
                                 Homes, Inc.  since June  23,  1987.  Mr.   
                                 Burkett is the District Sales Manager of   
                                 the  Gehl  Company  which   manufactures   
                                 Agricultural Equipment.  Mr. Burkett has   
                                 been their employee for the past 29 years.

    Ronnie L. Mohr          47   Director and Secretary of Holiday-Gulf     
                                 Homes, Inc. since December 30, 1992.  He   
                                 replaced Mr. West.  He has been engaged in 
                                 farming for 31 years.  He has been a       
                                 Director and Board Chairman of R & S Mohr  
                                 Family Farms, Inc. since 1981; he is       
                                 Director of Ag - One Coop, Inc. and Central 
                                 Indiana Power.

    Eileen M. Falla          49  Treasurer of Holiday-Gulf Homes, Inc. since 
                                 June 23, 1987.  Mrs. Falla has been        
                                 employed by Holiday-Gulf Homes, Inc. since 
                                 October, 1983.
























<PAGE>
ITEM 11. EXECUTIVE COMPENSATION

      No executive officer of the Company received cash compensation in excess
of $60,000.

      The Company has no annuity, pension or retirement plans.  There are no
life, health, hospitalization or medical reimbursement plans other than group
plans which are available generally to all salaried employees.

      There are no remuneration payments proposed to the officers or directors
to be made in the future directly or indirectly by the Company or any of its
subsidiaries pursuant to any existing plan or agreement.

      Each director is reimbursed for travel and other expenses related to
attendance at directors' meetings.  The directors receive a fee ranging from
$3,600 to $20,000 per year.

      There were no stock appreciation rights or options to purchase
securities from the Company granted to, exercised by, or realized by an
officer or director of the Company during the fiscal years ended December 31,
1995 and 1994.

      There were no loans from directors as of December 31, 1995 and 1994.



































<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      The following table sets forth information, as of December 31, 1995,
with respect to the ownership of Common Stock by all shareholders known by the
Company to be the beneficial owners of more than 5% of its outstanding Common
Stock, all directors, and all directors and officers of the Company as a
group.  The percentages stated are based upon 1,903,853 issued shares of
Common Stock.

                                       AMOUNT OF BENEFICIAL
                                           OWNERSHIP                PERCENTAGE
         NAME AND ADDRESS               (NUMBER OF SHARES)     OF TOTAL SHARES 

Annita Jane Duckworth                         260,000                  13.66%
3242 W Old Franklin Rd
Shelbyville, Indiana

Fred W. Garver                                154,000                   8.09%
3831 N London Rd
Fairland, Indiana

Linda & Wray Emerick                           40,150                   2.11%
8318 W 600 South
Edinburgh, Indiana
(Linda - Director & Officer)

Donald R. Pence                               220,500                  11.58%
6598 W 1150 S
Edinburgh, Indiana

E.J. Terpstra                                 110,000                   5.78%
4681 N State Rd 9
Shelbyville, Indiana

Ronnie & Sarah Mohr                           202,000                  10.61%
5200 E 600 N
Greenfield, Indiana
(Ronnie - Director & Officer)

Thomas L. Burkett                              50,000                   2.63%
1513 N Fort Wayne Rd
Rushville, Indiana
(Director & Officer)

All Directors and Officers as a group (3)     292,150                  15.35%


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

       None.







<PAGE>

                                   PART IV

ITEM 14(a). EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 10-K

      1.   Financial Statements

           Among responses to this ITEM 14(a) are the following financial   
   statements which are incorporated herein by reference in ITEM 8 above:

                  (  i) Consolidated Balance Sheets - December 31, 1995 and 
                  1994.

                  ( ii) Consolidated Statements of Operations - Years ended 
                  December 31, 1995, 1994, and 1993.

                  (iii) Consolidated Statements of Shareholders' Equity -   
                 Years ended December 31, 1995, 1994, and 1993.

                  ( iv) Consolidated Statements of Cash Flows - Years ended 
                  December 31, 1995, 1994, and 1993.

                  (  v) Notes to Consolidated Financial Statements -December 
                  31, 1995.

      2.  Supplementary Data and Financial Statement Schedules

                  (  i) Schedule I - Holiday-Gulf Builders, Inc., Detail    
                  Statement of Non-Utility Operations as of and for the years 
                  ended December 31, 1995 and 1994.

      3.  Exhibits required by Item 601 of Regulation S-K.

                  ( 22) Subsidiaries of the Company.

                                                      PERCENTAGE OF SECURITIES
                                   JURISDICTION OF     DIRECTLY OR INDIRECTLY
           NAME                     INCORPORATION       OWNED BY THE COMPANY 
 
Holiday-Gulf Builders, Inc.            Florida                   100%

Crestridge Utility Corporation         Florida                   100%

Holiday Gardens Utilities, Inc.        Florida                   100%


ITEM 14(b). REPORTS ON FORM 8-K

      No reports on Form 8-K have been filed during the last quarter of the
period covered by this report.







<PAGE>
                                      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.


                           HOLIDAY-GULF HOMES, INC.                  
                                (Registrant)


By: (Signature and Title)                                                   
   

Date: November 12, 1996   


      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.


(Signature and Title)                                                       
                        Linda Emerick, President and Director


Date:                 



(Signature and Title)                                                       
                        Thomas L. Burkett, Vice President and Director


Date:                 



(Signature and Title)                                                       
                        Ronnie L. Mohr, Secretary and Director


Date:                 



(Signature and Title)                                                       
                        Eileen M. Falla, Treasurer


Date:                 







<PAGE>
<AUDIT-REPORT>





INDEPENDENT AUDITORS' REPORT

To the Shareholders and Board of Directors
Holiday-Gulf Homes, Inc. and Subsidiaries
Holiday, Florida

      We have audited the accompanying consolidated balance sheets of HOLIDAY-
GULF HOMES, INC. (a Minnesota corporation) AND SUBSIDIARIES as of December 31, 
1995 and 1994, and the related consolidated statements of income,
shareholders' equity, and cash flows for the years ended December 31, 1995,
1994 and 1993.  These consolidated financial statements are the responsibility
of the Company's management.  Our responsibility is to express an opinion on
these consolidated financial statements 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 consolidated financial
statements are free of material misstatement.  An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
consolidated 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 consolidated financial position
of Holiday-Gulf Homes, Inc. and Subsidiaries, as of December 31, 1995 and
1994, and the consolidated results of their operations and their cash flows
for the years ended December 31, 1995, 1994 and 1993 in conformity with
generally accepted accounting principles.

      Our audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The supplemental information on page
23 is presented for the purposes of additional analysis and is not a required
part of the basic financial statements.  Such information has been subjected
to the auditing procedures applied in the audit of the basic financial
statements and, in our opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.

                                          ARNOLD AND CO., P.A.


January 15, 1996









</AUDIT-REPORT>
<TABLE>
                          HOLIDAY-GULF HOMES, INC. AND SUBSIDIARIES
                                 CONSOLIDATED BALANCE SHEETS
                                 DECEMBER 31, 1995 AND 1994
<CAPTION>
ASSETS


                                                                1995              1994    
<S>
WATER, PLANT AND EQUIPMENT
                                                            <C>               <C>
  Water Plant & Equipment, at Original Costs                $    290,742      $    282,922   
  Less:  Accumulated Depreciation                               (219,278)         (211,667)  
                                                            ------------      ------------

Net Water Plant & Equipment                                 $     71,464      $     71,255   
                                                            ------------      ------------

OTHER PROPERTY AND INVESTMENTS

  Non-Utility Property less Accumulated
    Depreciation of $42,395 in 1995 and
    $39,292 in 1994                                         $     23,916      $     23,939   
                                                            ------------      ------------

Net Other Property & Investments                            $     23,916      $     23,939   
                                                            ------------      ------------

CURRENT ASSETS
                                                                                             
  Cash and Certificates of Deposits                         $    110,669      $    149,037   
  Accounts Receivable                                              2,778             2,527   
  Prepaids                                                         2,801             3,355   
  Other Receivables                                                  520             2,992   
                                                            ------------      ------------

Total Current Assets                                        $    116,768      $    157,911   
                                                            ------------      ------------

OTHER ASSETS

  Deposits                                                  $      2,035      $      3,050   
                                                            ------------      ------------

Total Other Assets                                          $      2,035      $      3,050   
                                                            ------------      ------------

TOTAL ASSETS                                                $    214,183      $    256,155   
                                                            ============      ============



<FN>
                  See accompanying notes and independent auditors' report.
</FN>
</TABLE>


<TABLE>
                          HOLIDAY-GULF HOMES, INC. AND SUBSIDIARIES
                                 CONSOLIDATED BALANCE SHEETS
                                 DECEMBER 31, 1995 AND 1994
<CAPTION>
SHAREHOLDERS' EQUITY AND LIABILITIES


                                                                1995              1994    
<S>                                                         <C>               <C>
SHAREHOLDERS' EQUITY

  Capital Stock, 5,000,000 shares authorized
    and 1,903,853  shares issued  and
    outstanding in 1995 and 1994                            $     19,039      $     19,039
  Paid-In-Capital                                                225,774           266,306
  Retained Earnings (of which $7,882 as of
    December 31, 1995 was appropriated for 
    unclaimed 1993, 1990, 1989 and 1988 dividends,
    as of December 31, 1994 $8,007 was appropriated
    for unclaimed 1993, 1990, 1989 and 1988 dividends)           (50,124)          (49,999)
                                                            ------------      ------------

Total Capital Stock and Retained Earnings                   $    194,689      $    235,346
                                                            ------------      ------------


  CIAC, less accumulated amortization of
        $41 in 1995 and $-0- in 1994                        $      1,284      $      -0-
                                                            ------------      ------------
Total Capitalization                                        $    195,973      $    235,346
                                                            ------------      ------------

CURRENT LIABILITIES

  Accounts Payable                                          $     15,994      $     18,854
  Accrued Liabilities                                              1,250             1,250
  Deferred Income                                                    966               705
                                                            ------------      ------------

Total Current Liabilities                                   $     18,210      $     20,809
                                                            ------------      ------------

TOTAL CAPITAL AND LIABILITIES                               $    214,183      $    256,155 
                                                            ============      ============








<FN>
                  See accompanying notes and independent auditors' report.
</FN>
</TABLE>


<TABLE>
                          HOLIDAY-GULF HOMES, INC. AND SUBSIDIARIES
                            CONSOLIDATED STATEMENTS OF OPERATIONS
                    FOR THE YEARS ENDED DECEMBER 31, 1995, 1994, AND 1993


<CAPTION>

                                          1995                  1994                1993   
<S>                                   <C>                    <C>                 <C>
OPERATING REVENUES
  Water                               $   126,801            $  121,302          $  117,461  
  Garbage                                 107,164               107,450             107,450  
  Streetlights                             34,797                34,918              34,918  
  Transfer & Reconnect Fees                 2,010                 1,830               1,725  
      
                                      -----------            ----------          ----------  
Total Operating Revenues              $   270,772            $  265,500          $  261,554  
                                      -----------            ----------          ----------

COST OF SALES
  Garbage                             $    82,092            $   82,092          $   82,092  
  Electric                                  5,275                 5,298               5,490  
  Streetlights                             14,345                14,314              14,292  
  Other Costs                              33,235                33,224              33,828

                                      -----------            ----------          ----------  
Total Cost of Sales                   $   134,947            $  134,928          $  135,702  
                                      -----------            ----------          ----------  

Gross Profit                          $   135,825            $  130,572          $  125,852


OPERATING EXPENSES
  Depreciation & Amortization         $     7,616            $    6,768          $    5,711
  General & Administration                 78,052                76,870              76,971

                                      -----------            ----------          ----------
Total Operating Expenses              $    85,668            $   83,638          $   82,682
                                      -----------            ----------          ----------  

Operating Income                      $    50,157            $   46,934          $   43,170

OTHER INCOME
  Rental and late fees                $    34,990            $   33,714          $   32,754
  Interest                                  3,014                 2,898               2,091
                                      -----------            ----------          ----------
Total Other Income                    $    38,004            $   36,612          $   34,845
                                      -----------            ----------          ----------




<FN>
                  See accompanying notes and independent auditors' report.
</FN>




                          HOLIDAY-GULF HOMES, INC. AND SUBSIDIARIES
                            CONSOLIATED STATEMENTS OF OPERATIONS
                    FOR THE YEARS ENDED DECEMBER 31, 1995, 1994, AND 1993


                                          1995                  1994                1993   

OTHER OPERATING EXPENSES
  General and Administrative          $    30,445            $   29,430          $   26,700
  Depreciation                              3,055                 2,808               2,613
                                      -----------            ----------          ----------
Total Other Operating Expenses        $    33,500            $   32,238          $   29,313
                                      -----------            ----------          ----------

Other Net Income, on Non-Utility      $     4,504            $    4,374          $    5,532
                                      -----------            ----------          ----------

Net Income Before Income Taxes
    and Extraordinary Items           $    54,661            $   51,308          $   48,702

PROVISION FOR INCOME TAXES
   Current                            $    11,422            $   10,243          $    9,349
                                      -----------            ----------          ----------  

Total Provision for Income Taxes      $    11,422            $   10,243          $    9,349
                                      -----------            ----------          ----------  

Net Income before Extraordinary
   Items                              $    43,239            $   41,065          $   39,353

Extraordinary Items from
   Utilization of Operating
   Loss Carryforward                  $    11,422            $   10,243          $    9,349 
                                      -----------            ----------          ----------

NET INCOME                            $    54,661            $   51,308          $   48,702  
                                      ===========            ==========          ==========


EARNINGS PER SHARE

Net Income before Extraordinary
   Items                              $      .023            $     .022          $     .021
Extraordinary Items-Utilization
   of Operating Loss Carryforward     $      .006            $     .005          $     .005  
                                      -----------            ----------          ----------

NET EARNINGS PER SHARE                $      .029            $     .027          $     .026  
                                      ===========            ==========          ==========



<FN>
                  See accompanying notes and independent auditors' report.
</FN>
</TABLE>


<TABLE>
                          HOLIDAY-GULF HOMES, INC. AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                    FOR THE YEARS ENDED DECEMBER 31, 1995, 1994, AND 1993



<CAPTION>
                                                   APPROPRIATED UNAPPROPRIATED   TOTAL       
                    COMMON STOCK        CAPITAL     RETAINED      RETAINED     SHAREHOLDERS'
                  SHARES      AMOUNT    SURPLUS     EARNINGS      EARNINGS       EQUITY     


<S>               <C>        <C>        <C>        <C>            <C>           <C>
December 31, 1993 1,903,853  $  19,039  $ 266,306  $    6,466     $ (109,314)   $ 182,497
                  ---------  ---------  ---------  ----------     ----------    ---------

Return of Unclaimed
  1993 Dividends       -          -          -          2,335          -            2,335

Payment of 1988,
  1989, 1990 and
  1993 Dividends       -          -          -           (794)         -             (794)


Net Income             -          -          -           -            51,308       51,308
                  ---------  ---------  ---------  ----------     ----------    ---------

December 31, 1994 1,903,853  $  19,039  $ 266,306  $    8,007     $  (58,006)   $ 235,346
                  ---------  ---------  ---------  ----------     ----------    ---------

Payment of 1995
  Dividends            -          -       (40,532)       -           (54,661)     (95,193)

Payment of Unclaimed
  Prior Dividends      -          -          -           (125)          -            (125)


Net Income             -          -          -           -            54,661       54,661

                  ---------  ---------  ---------  ----------     ----------    --------- 

December 31, 1995 1,903,853  $  19,039  $ 225,774  $    7,882     $  (58,006)   $ 194,689    
   
                  =========  =========  =========  ==========     ==========    =========









<FN>
                  See accompanying notes and independent auditors' report.
</FN>
</TABLE>

<TABLE>
                          HOLIDAY-GULF HOMES, INC. AND SUBSIDIARIES
                            CONSOLIDATED STATEMENTS OF CASH FLOWS
                    FOR THE YEARS ENDED DECEMBER 31, 1995, 1994, AND 1993


<CAPTION>
                                                    1995            1994            1993     
<S>                                              <C>             <C>             <C>      
Cash flows from operating activities
  Net Income                                     $   54,661      $   51,308      $   48,702
Adjustments to reconcile net income to net cash
  provided by operating activities:
    Depreciation and Amortization                    10,673           9,576           8,324
Change in assets and liabilities
  (Increase) decrease in
     Receivables                                      2,221          (3,399)          1,114
     Other Assets                                     1,015          (1,015)          2,812
     Prepaid Assets                                     554            (184)            432
   Increase (decrease) in
     Accounts Payable                                (2,860)          3,234             976
     Accrued Expenses & Deferred Income                 261             125            (164) 
                                                 ----------      ----------      ----------
Net cash provided by operating activities        $   66,525      $   59,645      $   62,196
                                                 ----------      ----------      ----------

Cash flows from investing activities
    Improvements to Utility Company Equipment    $   (7,820)     $   (7,136)     $   (4,363)
    Office Complex Improvements                      (3,080)         (3,905)          -0-    
    CIAC                                              1,325           -0-             -0-
                                                 ----------      ----------      ----------
Net cash used in investing activities            $   (9,575)     $  (11,041)     $   (4,363)

                                                 ----------      ----------      ----------
Cash flows from financing activities
    Payment of Dividends                         $  (95,318)     $     (794)     $  (95,192)
    Return of Unpaid Dividends                        -0-             2,335           -0-
                                                 ----------      ----------      ----------
Net cash provided by (used in) financing
  activities                                     $  (95,318)     $    1,541      $  (95,192)
                                                 ----------      ----------      ----------

Net increase (decrease) in cash                  $  (38,368)     $   50,145      $  (37,359)

Cash at beginning of year                        $  149,037      $   98,892      $  136,251
                                                 ----------      ----------      ----------
Cash at end of year                              $  110,669      $  149,037      $   98,892  
                                                 ==========      ==========      ==========

Supplementary Disclosures of Cash Flow 
  Information
    Interest Paid                                $    -0-        $    -0-        $    -0-
    Income Tax Paid                              $    -0-        $    -0-        $    -0-

<FN>
                  See accompanying notes and independent auditors' report.
</FN>
</TABLE>

<PAGE>
                  HOLIDAY-GULF HOMES, INC. AND SUBSIDIARIES
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(1) - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Principles of Consolidation--

      The accompanying consolidated financial statements include the accounts
of the Company and its wholly owned subsidiaries.  All significant
intercompany balances and transactions have been eliminated in consolidation.

Recognition of Income from Utility Operations--

      The majority of the Company's revenues are generated by two Utility
Companies.  These Companies recognize revenues on a monthly basis. The use is
based on actual meter readings by an outside independent contractor.  The
independent contractor also provides services for other utility companys in
the area.  The independent contractors fees are based on a set amount per
customer plus any additional repairs.

Depreciation--

      Depreciation included in the accompanying financial statements has been
provided by the straight-line method at rates calculated to amortize the cost
of the assets over their estimated useful lives as follows:

                                                               YEARS 
         Utility Plant and Equipment                           5 - 40
         Building and Improvements                             5 - 30

      Maintenance and repairs of property and equipment are charged to expense
as incurred,  whereas renewals and betterments are capitalized.  When
properties are replaced, retired, or otherwise disposed of, the cost and
related accumulated depreciation are removed from the accounts.  Any gain or
loss, is credited or charged to operations in the year of disposal.

Amortization--

      The Contribution in Aide of Construction (CIAC) costs are being
amortized over a period of sixteen years using the straight-line method.

      CIAC represents $1,325 received in 1995 from a utility customer to help
pay for the cost of the new asset.

Cash--

      For the purpose of the statement of cash flows, cash includes cash on
hand, cash in checking and money market accounts, and Certificates of Deposit.









<PAGE>
                  HOLIDAY-GULF HOMES, INC. AND SUBSIDIARIES
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Income Taxes--

      The Company and its subsidiaries file consolidated Federal and State
Income Tax Returns.
  
      Effective January 1, 1993, the Company adopted Statement of Financial
Accounting Standards No. 109 "Accounting for Income Taxes" (FAS 109).  Under
the provisions of FAS 109, an entity recognizes deferred tax assets and
liabilities for future tax consequences of events that have been previously
recognized in the Company's financial statements or tax returns.  The
measurement of deferred tax assets and liabilities is based on provisions of
the enacted tax law; the effect of the future changes in tax laws or rates are
not considered.

Earnings Per Share--

      Earnings per share of Common Stock is computed based upon weighted
average number of shares outstanding for the year (1,903,853 shares in 1995
and 1994).

(2) - LONG-TERM DEBT:

      There was no debt at the end of 1995 or 1994.


(3) - STOCK OPTION PLAN:

      The Company has adopted a qualified stock option plan whereby options
may be granted  to key employees to purchase a maximum 50,000 shares of the
Company's common stock at not less than 10% of the fair market value of the
shares at date of grant.  The options are exercisable in installments of not
more than 20%  of the shares covered thereby during any one-year period,
subject to the right of cumulation.  The options expire five years from the
date of grant.  No options have been granted under this plan.


(4) - PROPERTY AND EQUIPMENT:

      The property and equipment accounts consisted of the following at
December  31, 1995 and December 31, 1994:
                                                1995               1994    

        Land and Buildings                  $     66,311       $     63,231
        Water, Plant and Equipment               290,742            282,922
                                            ------------       ------------
            Total Property and Equipment    $    357,053       $    346,153

        Less: Accumulated Depreciation          (261,673)          (250,959)
                                            ------------       -------------
            Net Property and Equipment      $     95,380       $     95,194
                                            ============       =============




<PAGE>
                  HOLIDAY-GULF HOMES, INC. AND SUBSIDIARIES
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(5) - RELATED PARTY TRANSACTIONS:

      There were no related party transactions during the 1995 and 1994 years.

(6) - LEASE:

      The Company is leasing office space in Knollwood Plaza under a three-
year lease expiring in November, 1996. The lease is $450 per month.

      The following is a schedule of future minimum lease payments:

            December 31, 1996       $  4,950
            December 31, 1997         -0-  
                                    --------
            Total                   $  4,950
                                    ========


(7) - INCOME TAXES:

      Pretax income from continuing operations for the years ended December
31, was as follows:

                           1995                1994               1993    

                     $     54,661        $     51,308        $    48,702
      
      Significant components of the provision for income taxes attributable
to continuing operations are as follows:

                           1995                1994                1993    

     Current:
       Federal         $      8,557        $      7,589        $      6,945
       State                  2,865               2,654               2,404 

                       ------------        ------------        ------------
     Total Current           11,422              10,243               9,349

     Deferred:
       Federal                 -                   -                   -
       State                   -                   -                   -
                       ------------        ------------        ------------
     Total Provision   $     11,422        $     10,243        $      9,349
                       ============        ============        ============

     







<PAGE>
                  HOLIDAY-GULF HOMES, INC. AND SUBSIDIARIES
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(7) - INCOME TAXES: (CONTINUED)

     There are no deferred tax assets and liabilities as of December 31, 1995,
1994 and 1993, due to management not expecting to realize any reduction of
taxes when the operating losses originated in 1983 and 1984.

     The reconciliation of income tax computed at the U.S. federal statutory
tax rates (34%) to income tax expense is:

                         1995              1994              1993           
                        AMOUNT   PERCENT   AMOUNT  PERCENT   AMOUNT  PERCENT 
   
     Tax at U.S.
       Statutory rates $ 18,585   34.00  $ 17,445   34.00  $ 16,559   34.00
     Surtax exemption    (9,881) (18.07)   (9,613) (18.73)   (9,206) (18.90)
     State income tax-
       net of federal 
       tax benefits       1,891    3.46     1,752    3.41     1,586    3.26
     Non-deductible
       expenses             827    1.51       659    1.28       410     .84
                       --------   -----  --------   -----  --------   -----
                       $ 11,422   20.90  $ 10,243   19.96  $  9,349   19.20
                       ========   =====  ========   =====  ========   =====
                                                   
                                        
Operating Loss Carryforwards--

      The Company has loss carryforwards totaling $361,291 that may be offset
against future taxable income.  If not used, the carryforward will expire as
follows:

                        Year                    Year
                     Originated               Expired

                        1983                    1998        $ 161,982
                        1984                    1999          171,592
                        1991                    2006           27,717
                                                            ---------
                                                            $ 361,291
                                                            =========

                                             












<TABLE>
                                  SUPPLEMENTAL SCHEDULE I

                                HOLIDAY-GULF BUILDERS, INC.
                        DETAIL STATEMENT OF NON-UTILITY OPERATIONS
                      FOR THE YEARS ENDED DECEMBER 31, 1995 AND 1994
<CAPTION>
                                                               1995               1994   
<S>                                                       <C>                <C>
INCOME
  Rental - Cooley                                         $       3,120      $      3,120
  Rental - State of Florida                                      30,270            29,101
  Rental - Parker                                                 -0-                 650
  Rental - Snitker                                                1,560               780
  Interest Income                                                 3,014             2,898
  Late Fees                                                          40                63
                                                          -------------      ------------
Total Income                                              $      38,004      $     36,612
                                                          -------------      ------------
EXPENSES
  Salary                                                  $       1,872      $      1,871
  Payroll Taxes                                                     150               150
  Group Insurance                                                   295               295
  General Insurance                                                  62               113
  Office Rent                                                       572               572
  Office Utilities                                                   55                49
  Telephone                                                         193               172
  Travel and Entertainment                                          804               647
  Taxes - Tangible                                                   11                10
  Auto                                                              120               154
  Office Expense                                                    183               244
  Accounting Fees                                                 2,009             2,034
  Legal and Consulting Fees                                          15               108
  Bank Service Charges                                              375               186
  Directors Fees                                                  9,067             8,400
  Postage and Freight                                               100                88
  Stock Fees                                                        754               624
  Licenses & Fees                                                   217               112
  Office Complex/Warehouse - Paper Supplies                         298               210
  Office Complex/Warehouse - Repairs and Maintenance              1,337             2,376
  Office Complex/Warehouse - Depreciation                         3,050             2,808
  Office Complex/Warehouse - Real Estate Taxes                    2,646             2,625
  Office Complex/Warehouse - Lawn Services                        2,878             2,350
  Office Complex/Warehouse - Water and Sewer                        401               469
  Office Complex/Warehouse - Electric                             4,394             3,641
  Office Complex/Warehouse - Insurance                            1,512             1,810
  Warehouse - Other                                                 125               120
  Depreciation - Other                                                5             -0-    
                                                          -------------      ------------
Total Expenses                                            $      33,500      $     32,238
                                                          -------------      ------------

NET INCOME                                                $       4,504      $      4,374
                                                          =============      ============
<FN>
                  See accompanying notes and independent auditors' report.
</FN>
</TABLE>