<PAGE>
                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549-1004


                                  FORM 10-K

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

For the Year Ended December 31, 1999

Commission File 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
 incorporation or organization)                      Identification No.)

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

Registrant's telephone number, including area code      (727)  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 each of the issuer's classes of common
stock as of December 31, 1999.


Common Stock, $.01 Par Value - 1,903,853 shares


The aggregate market value of the voting stock held by non-affiliates of the
registrant as of December 31, 1999.


Common Stock, $.01 Par Value - $ 225,970





<PAGE>
                                    PART I
ITEM 1. BUSINESS

(a)  General Business

     The majority of revenues for the 1999, 1998, and 1997 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.

(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,
1999, 1998, and 1997 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, 1999, 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 and late fees totaled $40,161
          for 1999, $38,812 for 1998, and $38,303 for 1997.

     (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 19, 1999  for the
           December 31, 1998  year.

     (b)   Elected directors and executive officers for the upcoming 1999 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, 1999 was 452.

     The Company distributed dividends of $95,192 in July, 1998, $95,193 in
January, 1997, $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,
                                                     RESTATED   RESTATED
                      1999       1998       1997       1996       1995

Utility Revenues   $ 283,844  $ 280,045  $ 280,803  $ 277,670  $ 270,772

Net Income Before
  Provision For
  Income Taxes     $  50,697  $  60,104  $  57,137  $  58,110  $  54,661

Net Income Per
  Common Share
  Before Provision
  For Income Taxes $    .027  $    .032  $    .030  $    .031  $    .029

Net Income         $  40,697  $  47,604  $  45,237  $  46,092  $  43,239

Net Income Per
  Common Share     $    .021  $    .025  $    .024  $    .024  $    .023

Total Assets       $ 251,994  $ 216,829  $ 262,781  $ 312,488  $ 262,817

Long-Term Debt     $   -0-    $   -0-    $   -0-    $   -0-    $   -0-

Cash Dividends
  Declared Per
  Share            $   -0-    $    .050  $    .050  $   -0-    $    .050








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

(a)  Liquidity and Capital Resources

     The Company maintains 64% 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. The
companies completed a rate increase audit with the Public Service Commission
in 1992. The new rates became effective in 1993.

     The rates increased in 1999, 1998 and 1997 due to indexing.

     Utility operating revenues increased 1.35% in 1999 to $283,844, up $3,799
from 1998.  The revenues in 1998 decreased .27% to $280,045, down $758 from
1997.  The increase in 1999 was due primarily to rate increases in water
revenues and usage.

     The gross profit percentages for the years 1999, 1998 and 1997 of 50.65%,
53.13% and 51.16%, respectively, were maintained due to the stability in the
number of customers.  The main difference in 1998 was due to one month free
garbage service, due to a change in vendors.

     General and administrative expenses have increased as a percentage of
utility revenues in 1999 compared to 1998 and 1997 as a  result  of  increased
expenditures for insurance, stock agent fees, wages and related taxes and
office supplies.  General and administrative expenses as a percentage of
utility revenues were approximately 31.86% in 1999 as compared to 30.75% and
30.52% for 1998 and 1997.

     Income from other operations increased 4.31% in 1999 to $44,463, up
$1,836 over 1998 and increased 2.27% in 1998, up $945 over 1997.  The increase
in revenues is due primarily to increases in rental income.

     General and administrative expenses from other operations have increased
as a percentage of income from other operations in 1999 compared to 1998, and
1997 as a result of an increase in management costs.  General and
administrative expenses from other operations as a percentage of income from
other operations were approximately 81.38% in 1999 as compared to 79.68% and
75.12% for 1998 and 1997.

     Net income decreased 14.51% in 1999 to $40,697, down $6,907 from 1998 and
increased 5.23% in 1998, up $2,367 from 1997.




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

(c)  Other Matters

     The Y2K Issue

     The Company is currently reviewing the risk of potential interruptions
that may occur from the year 2000 (Y2K) issue. The Company does not anticipate
any major implications. The vendors the Company deals with have indicated to
management they will be ready for the year 2000. The Company installed their
new computer and software before December 31, 1999.  The tests run on the
system indicate there will be no problems with the Y2K issue.


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, 1999 and 1998

          Consolidated Statements of Operations - Years ended December 31,
          1999, 1998, and 1997

          Consolidated Statements of Shareholders' Equity - Years  ended
          December 31, 1999, 1998, and 1997

          Consolidated Statements of Cash Flows - Years ended December 31,
          1999, 1998, and 1997

          Notes to Consolidated Financial Statements - December 31, 1999


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

     None.














<PAGE>
                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

            NAME           AGE    BUSINESS EXPERIENCE AND OTHER DIRECTORSHIPS


      Linda Emerick         54     Director  and  President  of  Holiday-Gulf
                                    Homes,  Inc.  since  June  23, 1987.  Mrs.
                                    Emerick serves as Chief Executive Officer.
                                    Emerick  was  a  Director  and  Secretary-
                                    Treasurer  of Hillrow,  Inc.  July, 1966
                                    through June, 1989.   She  is  currently
                                    operating a consulting  and  management
                                    service.

      Thomas L. Burkett     62     Director and  Vice  President of  Holiday-
                                    Gulf Homes, Inc. since June 23, 1987. Mr.
                                    Burkett is  retired from 31 years District
                                    Sales Manager with Gehl Company of West
                                    Bend, WI. He is currently associated with
                                    Fraley  Truck & Implement Sales,  Inc.,
                                    Rushville, IN.

      Ronnie L. Mohr        51     Director  and  Secretary  of  Holiday-Gulf
                                    Homes, Inc. since December 29, 1992.  Mr.
                                    Mohr has  been engaged  in farming for 36
                                    years and has  been a Director and Board
                                    Chairman of R & S Mohr Family Farms, Inc.
                                    since  1981.   He  is  on  the  Board  of
                                    Directors of Ag-One Coop, Inc.; Central
                                    Indiana  Power;  Wabash  Valley   Power
                                    Association, Inc.; and Land O'Lakes, Inc.

      Eileen M. Falla       53     Treasurer  of  Holiday-Gulf   Homes,  Inc.
                                    since June 23, 1987.  Mrs. Falla has been
                                    employed by Holiday-Gulf Homes,Inc. since
                                    October, 1983 and is the Utilities Billing
                                    Clerk.













<PAGE>
ITEM 11. EXECUTIVE COMPENSATION

     No executive officer of the Company received cash compensation in excess
of $20,000.

     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
$4,200 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, 1999, 1998
and 1997.

     There were no loans from directors as of December 31, 1999 and 1998.





























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

     The following table sets forth information, as of December 31, 1999, 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        PERCENTAGE
                                            OWNERSHIP               OF TOTAL
         NAME AND ADDRESS               (NUMBER OF SHARES)           SHARES

Anita 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                         43,642                    2.29%
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%
1609 N Fort Wayne Rd
Rushville, Indiana
(Director & Officer)

All Directors and Officers as a group (3)   295,642                   15.53%


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      None.


<PAGE>
                                   PART IV

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

     (a)  Exhibits and financial statement schedules

     1.  Financial Statements

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

            (  i)  Consolidated Balance Sheets - December 31, 1999 and 1998.

            ( ii)  Consolidated Statements of Operations - Years ended
                   December 31, 1999, 1998, and 1997.

            (iii)  Consolidated Statements of Shareholders' Equity - Years
                   ended December 31, 1999, 1998, and 1997.

            ( iv)  Consolidated Statements of Cash Flows - Years ended
                   December 31, 1999, 1998, and 1997.

            (  v)  Notes to Consolidated Financial Statements - December 31,
                   1999.

     2.  Supplementary Data and Financial Statement Schedules

            (  i)  None.

     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%


     (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: March 15, 2000


     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,
1999  and  1998, and  the related  consolidated  statements  of  operations,
shareholders' equity, and cash flows for the years ended December 31, 1999,
1998 and 1997.  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, 1999 and
1998, and the consolidated results of their operations and their cash flows
for the years ended December 31, 1999, 1998 and 1997 in conformity with
generally accepted accounting principles.




                                          ARNOLD AND CO., P.A.


January 20, 2000


</AUDIT-REPORT>

<TABLE>
                          HOLIDAY-GULF HOMES, INC. AND SUBSIDIARIES
                                 CONSOLIDATED BALANCE SHEETS
                                 DECEMBER 31, 1999 AND 1998
<CAPTION>
ASSETS


                                                                1999              1998
<S>                                                         <C>               <C>
WATER, PLANT AND EQUIPMENT

  Water Plant & Equipment, at Original Costs                $    319,865      $    311,787
  Less:  Accumulated Depreciation                               (249,873)         (242,195)
  Less:  CIAC, Net of Amortization of $373 in
         1999 and $290 in 1998                                      (952)           (1,035)
                                                            ------------      ------------
Net Water Plant & Equipment                                 $     69,040      $     68,557
                                                            ------------      ------------
OTHER PROPERTY AND INVESTMENTS

  Non-Utility Property less Accumulated
    Depreciation of $56,520 in 1999 and
    $53,214 in 1998                                         $     19,912      $     23,025
                                                            ------------      ------------
Net Other Property & Investments                            $     19,912      $     23,025
                                                            ------------      ------------
CURRENT ASSETS

  Cash and Certificates of Deposits                         $    144,600      $     96,069
  Accounts Receivable                                              4,421             3,904
  Prepaids                                                         2,773             4,862
  Other Receivables                                                5,713             4,877
  Deferred Tax Benefit                                             3,500            10,000
                                                            ------------      ------------
Total Current Assets                                        $    161,007      $    119,712
                                                            ------------      ------------
OTHER ASSETS

  Deposits                                                  $      2,035      $      2,035
  Deferred Tax Benefit                                             -0-               3,500
                                                            ------------      ------------
Total Other Assets                                          $      2,035      $      5,535
                                                            ------------      ------------

TOTAL ASSETS                                                $    251,994      $    216,829
                                                            ============      ============

<FN>
   "See accompanying summary of accounting policies and notes to financial statements."
</FN>
</TABLE>
<TABLE>
                          HOLIDAY-GULF HOMES, INC. AND SUBSIDIARIES
                                 CONSOLIDATED BALANCE SHEETS
                                 DECEMBER 31, 1999 AND 1998
<CAPTION>
SHAREHOLDERS' EQUITY AND LIABILITIES


                                                                1999              1998
<S>                                                         <C>               <C>
SHAREHOLDERS' EQUITY

  Capital Stock, 5,000,000 shares authorized
    and 1,903,853  shares issued  and
    outstanding in 1999 and 1998                            $     19,039      $     19,039
  Paid-In-Capital                                                116,808           116,808
  Retained Earnings (of which $ 0 as of December 31,
    1999 and $12,403 as of December 31, 1998
    was appropriated for unclaimed 1997, 1995,
    1993, 1990, 1989 and 1988 dividends.)                         90,123            61,829
                                                            ------------      ------------
Total Shareholders' Equity                                  $    225,970      $    197,676
                                                            ------------      ------------

CURRENT LIABILITIES

  Accounts Payable                                          $     19,304      $     17,965
  Accrued Liabilities & Other Liabilities                          5,223              -
  Deferred Income                                                  1,497             1,188
                                                            ------------      ------------
Total Current Liabilities                                   $     26,024      $     19,153
                                                            ------------      ------------

TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES                  $    251,994      $    216,829
                                                            ============      ============













<FN>
   "See accompanying summary of accounting policies and notes to financial statements."
</FN>
</TABLE>
<TABLE>
                          HOLIDAY-GULF HOMES, INC. AND SUBSIDIARIES
                            CONSOLIDATED STATEMENTS OF OPERATIONS
                    FOR THE YEARS ENDED DECEMBER 31, 1999, 1998, AND 1997

<CAPTION>
                                          1999                  1998                1997
<S>                                   <C>                    <C>                 <C>
OPERATING REVENUES
  Water                               $   139,708            $  135,994          $  136,401
  Garbage                                 107,362               107,362             107,503
  Streetlights                             34,764                34,784              34,799
  Transfer & Reconnect Fees                 2,010                 1,905               2,100
                                      -----------            ----------          ----------
Total Operating Revenues              $   283,844            $  280,045          $  280,803
                                      -----------            ----------          ----------

COST OF SALES
  Garbage                             $    83,762            $   76,706          $   83,680
  Electric                                  5,641                 5,893               5,898
  Streetlights                             14,359                14,419              14,429
  Other Costs                              36,317                34,239              33,143
                                      -----------            ----------          ----------
Total Cost of Sales                   $   140,079            $  131,257          $  137,150
                                      -----------            ----------          ----------

Gross Profit                          $   143,765            $  148,788          $  143,653


OPERATING EXPENSES
  Depreciation & Amortization         $     8,229            $    8,343          $    8,119
  General & Administration                 90,447                86,123              85,700
                                      -----------            ----------          ----------
Total Operating Expenses              $    98,676            $   94,466          $   93,819
                                      -----------            ----------          ----------

Operating Income                      $    45,089            $   54,322          $   49,834


OTHER INCOME
  Rental and Late Fees                $    40,161            $   38,812          $   38,303
  Interest                                  4,302                 3,815               3,379
                                      -----------            ----------          ----------
Total Other Income                    $    44,463            $   42,627          $   41,682
                                      -----------            ----------          ----------




<FN>
   "See accompanying summary of accounting policies and notes to financial statements."
</FN>

                          HOLIDAY-GULF HOMES, INC. AND SUBSIDIARIES
                            CONSOLIATED STATEMENTS OF OPERATIONS
                    FOR THE YEARS ENDED DECEMBER 31, 1999, 1998, AND 1997


                                          1999                  1998                1997

OTHER OPERATING EXPENSES
  General and Administrative          $    36,183            $   33,966          $   31,313
  Depreciation                              2,672                 2,879               3,066
                                      -----------            ----------          ----------
Total Other Operating Expenses        $    38,855            $   36,845          $   34,379
                                      -----------            ----------          ----------

Other Net Income, on Non-Utility      $     5,608            $    5,782          $    7,303
                                      -----------            ----------          ----------

Net Income Before Provision
    For Income Taxes                  $    50,697            $   60,104          $   57,137

PROVISION FOR INCOME TAXES            $    10,000            $   12,500          $   11,900
                                      -----------            ----------          ----------

NET INCOME                            $    40,697            $   47,604          $   45,237
                                      ===========            ==========          ==========


EARNINGS PER SHARE                    $      .021            $     .025          $     .024
                                      ===========            ==========          ==========



















<FN>
   "See accompanying summary of accounting policies and notes to financial statements."
</FN>
</TABLE>
<TABLE>
                          HOLIDAY-GULF HOMES, INC. AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                    FOR THE YEARS ENDED DECEMBER 31, 1999, 1998, AND 1997

<CAPTION>
                                                   APPROPRIATED UNAPPROPRIATED   TOTAL
                     COMMON STOCK       PAID IN     RETAINED      RETAINED     SHAREHOLDERS'
                  SHARES      AMOUNT    CAPITAL     EARNINGS      EARNINGS       EQUITY
<S>               <C>        <C>       <C>         <C>          <C>            <C>
Restated
December 31, 1996 1,903,853  $ 19,039  $ 214,352   $ 10,102     $  49,426      $ 292,919
                  ---------  --------  ---------   --------     ---------      ---------
Payment of 1997
  Dividends (.05 Per
  Share)               -         -       (49,956)      -          (45,237)       (95,193)

Net Income (Restated)  -         -          -          -           45,237         45,237
                  ---------  --------  ---------   --------     ---------      ---------

December 31, 1997 1,903,853  $ 19,039  $ 164,396   $ 10,102     $  49,426      $ 242,963
                  ---------  --------  ---------   --------     ---------      ---------
Return of Unclaimed
  1997 Dividends       -         -          -         2,301          -             2,301

Payment of 1998
  Dividends (.05 Per
  Share)               -         -       (47,588)      -          (47,604)       (95,192)

Net Income             -         -          -          -           47,604         47,604
                  ---------  --------  ---------   --------     ---------      ---------

December 31, 1998 1,903,853  $ 19,039  $ 116,808   $ 12,403     $  49,426      $ 197,676
                  ---------  --------  ---------   --------     ---------      ---------
Repayment of Old
  Dividends            -         -          -       (10,055)         -           (10,055)

Record Payable to State
  for Dividends Unclaimed        -          -       ( 5,004)         -           ( 5,004)

Return of Unclaimed
  1998 Dividends       -         -          -         2,656          -             2,656

Net Income             -         -          -          -           40,697         40,697
                  ---------  --------  ---------   --------     ---------      ---------

December 31, 1999 1,903,853  $ 19,039  $ 116,808   $  -0-       $  90,123      $ 225,970
                  =========  ========  =========   ========     =========      =========
<FN>
   "See accompanying summary of accounting policies and notes to financial statements."
</FN>
</TABLE>
<TABLE>
                          HOLIDAY-GULF HOMES, INC. AND SUBSIDIARIES
                            CONSOLIDATED STATEMENTS OF CASH FLOWS
                    FOR THE YEARS ENDED DECEMBER 31, 1999, 1998, AND 1997
<CAPTION>
                                                    1999            1998            1997
<S>                                              <C>             <C>             <C>
Cash flows from operating activities
  Net Income                                     $   40,697      $   47,604      $   45,237
Adjustments to reconcile net income to net
  cash provided by operating activities:
    Depreciation and Amortization                    10,901          11,222          11,185
Change in assets and liabilities
  (Increase) decrease in
     Receivables                                     (1,353)            546             320
     Other Assets                                     -0-             1,187           -0-
     Prepaid Assets                                   2,089            (773)         (2,238)
     Deferred Tax Benefit (Note 7)                   10,000          12,500          11,900
   Increase (decrease) in
     Accounts Payable                                 1,339            (267)          1,462
     Accrued Expenses, Deferred Income & Other
       Liabilities                                    5,532            (398)         (1,213)
                                                 ----------      ----------      ----------
Net cash provided by operating activities        $   69,205      $   71,621      $   66,653
                                                 ----------      ----------      ----------
Cash flows from investing activities
    Improvements to Utility Company Equipment    $   (8,078)     $   (9,764)     $   (9,032)
    Office Complex Improvements & Office               (193)         (2,375)           (981)
                                                 ----------      ----------      ----------
Net cash used in investing activities            $   (8,271)     $  (12,139)     $  (10,013)
                                                 ----------      ----------      ----------
Cash flows from financing activities
    Payment of Dividends                         $    -0-        $  (95,192)     $  (95,193)
    Return of Unclaimed Dividends                     2,656           2,301           -0-
    Payment of Unclaimed Dividends                  (15,059)          -0-             -0-
                                                 ----------      ----------      ----------
Net cash used in financing activities            $  (12,403)     $  (92,891)     $  (95,193)
                                                 ----------      ----------      ----------
Net increase (decrease) in cash                  $   48,531      $  (33,409)     $  (38,553)

Cash at beginning of year                        $   96,069      $  129,478      $  168,031
                                                 ----------      ----------      ----------
Cash at end of year                              $  144,600      $   96,069      $  129,478
                                                 ==========      ==========      ==========
Supplementary Disclosures of Cash Flow
  Information
    Interest Paid                                $    -0-        $    -0-        $    -0-
    Income Tax Paid                              $    -0-        $    -0-        $    -0-
<FN>
   "See accompanying summary of accounting policies and notes to financial statements."
</FN>
</TABLE>
<PAGE>
                   HOLIDAY-GULF HOMES, INC. AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(1) - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Organization--

     The Company consists of two utility companies and a land development
company. These companies are located in Pasco County, Florida. The utility
companies generate revenues by selling water, garbage and streetlight
services. These companies bill customers on a monthly basis for these
services. The utility companies contract with outside parties to provide the
garbage services. The rates charged by the utility companies are set by the
Florida Public Service Commission.

     The land development company owns an office building/warehouse rental
operation. There are no plans in the future to develope anything.

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 companies in
the area.  The independent contractors fees are based on a set amount per
customer plus any additional repairs. Since the meter reading is not done on
the last day of the month, there is some unbilled revenue not recorded.

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.


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


(1) - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (CONTINUED)

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 and Cash Equivalents--

     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.
The company considers all certificates of deposit with a maturity of one year
or less as a current cash or cash equivalent.

Accounts Receivable--

     The accounts receivable represent amounts due from customers for monthly
streetlight, garbage and water service. Based on managements review of
accounts receivable, no allowance for doubtful accounts is considered
necessary.

Concentration of Credit Risk--

     Management does not believe a credit risk for accounts receivable exists
because the amounts are due from a large number of customers for very small
amounts, and past performance has shown the accounts receivable will be
collected.

Deferred Income--

     Deferred Income represents monies prepaid by customers which have not
been earned.

Allocation of Dividends--

     To the extent dividends were paid in excess of current years earnings and
profits, they have been allocated against paid in capital.








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


(1) - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (CONTINUED)

Income Taxes--

     The Company and its subsidiaries file consolidated Federal and State
Income Tax Returns.

      Deferred income taxes are provided on temporary differences between book
and tax income, arising primarily from the use of different methods of
depreciation, valuing inventory and providing an allowance for doubtful
accounts and notes receivable for financial statement purposes. Deferred
income tax benefits are recognized for operating losses, if available, to
offset future federal income taxes. An allowance is provided if it is more
likely than not that the Company will not realize the benefits of a deferred
tax asset.

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 1999,
1998 and 1997).

(2) - LONG-TERM DEBT:

     There was no debt at the end of 1999 or 1998.

(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.













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


(4) - PROPERTY AND EQUIPMENT:

     The property and equipment accounts consisted of the following at
December 31, 1999 and December 31, 1998:

                                                1999              1998

        Land, Buildings, Office
          Equipment and Furniture           $     76,432      $     76,239
        Water, Plant and Equipment               319,865           311,787
        CIAC, Net of Amortization                   (952)           (1,035)
                                            ------------      ------------
            Total Property and Equipment    $    395,345      $    386,991
        Less: Accumulated Depreciation          (306,393)         (295,409)
                                            ------------      ------------
            Net Property and Equipment      $     88,952      $     91,582
                                            ============      ============


(5) - RELATED PARTY TRANSACTIONS:

     There were no related party transactions during the 1999 and 1998 years.

(6) - LEASES AND LEASE COMMITMENTS:

     The Company is leasing office space in Knollwood Plaza under a three-year
lease expiring in October, 1999. The lease was $450 per month until the
landlord and management agreed to increase to $485 per month, effective
November 1, 1998. The lease was renewed on October 31, 1999, for $530 per
month through October, 2002.  The rent paid in 1999 was $6,201, 1998 was
$5,470 and in 1997 was $5,400.

     The following is a schedule of future minimum lease payments:

          December 31, 2000         $  6,360
          December 31, 2001            6,360
          December 31, 2002            5,300
                                    --------
            Total                   $ 18,020
                                    ========


     The Company owns an office/warehouse rental facility consisting of three
tenants. Two have month to month leases. The other lease is a five year lease
which was renewed in June, 1995 and will expire June, 2000.



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


(6) - LEASES AND LEASE COMMITMENTS: (CONTINUED)

     The minimum payments under this lease are as follows as of December 31,
1999:

                      2000                 $ 18,060
                      2001                    -0-
                      2002                    -0-
                      2003 and thereafter     -0-
                                           --------
                       Total Due           $ 18,060
                                           ========

     The rental real estate held for lease is located in New Port Richey,
Florida. The company's investment in this rental property is as follows at
December 31, 1999:

      Warehouse and Office Building        $ 29,323
      Improvements                           43,390
                                           --------
                                           $ 72,713

      Less: Accumulated Depreciation         53,927
                                           --------
                                           $ 18,786
                                           ========

(7) - INCOME TAXES:

      Deferred income taxes (benefits) are provided for certain income and
expenses which are recognized in different periods for tax and financial
reporting purposes. Sources of temporary differences and the resulting tax
assets and liabilities are as follows:

                                          1999        1998        1997

      Net Operating Loss Carryforwards $  27,717   $ 183,078   $ 243,831
                                       ---------   ---------   ---------

      Applicable Tax Rate
           (15% Federal, 5.5% State)   $   5,200   $  37,200   $  49,700

      Valuation Allowance                ( 1,700)    (23,700)    (23,700)
                                       ---------   ---------   ---------

      Amount Per Balance Sheet         $   3,500   $  13,500   $  26,000
                                       =========   =========   =========
<PAGE>
                   HOLIDAY-GULF HOMES, INC. AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(7) - INCOME TAXES: (CONTINUED)

    The provision (benefit) for income taxes consist of the following:

                                           1999       1998      1997

           Current                          -0-        -0-       -0-
           Deferred                      $  3,500   $ 12,500  $ 11,900


    Income Tax Expense Consisted of the following:

                                            1999       1998      1997

    Provision for income taxes:

           Federal Income Tax            $  7,425   $  9,430  $  9,000

           State Income Tax                 2,575      3,070     2,900
                                         --------   --------  --------
                                         $ 10,000   $ 12,500  $ 11,900
                                         ========   ========  ========


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

                             1999              1998              1997
                        AMOUNT  PERCENT   AMOUNT  PERCENT   AMOUNT  PERCENT

    Tax at U.S.
      Statutory rates $ 17,240    34.00  $ 20,435   34.00  $ 19,427   34.00
    Surtax exemption   (10,200)  (20.11)  (11,225) (18.67)  (10,829) (18.95)
    State income tax-
      net of federal
      tax benefits       2,575     5.08     3,070    5.10     2,900    5.08
    Permanent
      differencies
      and other            385      .76       220     .37       402     .70
                      --------    -----  --------   -----  --------   -----
                      $ 10,000    19.73  $ 12,500   20.80  $ 11,900   20.83
                      ========    =====  ========   =====  ========   =====






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


(7) - INCOME TAXES: (CONTINUED)


Operating Loss Carryforwards--

     The Company has loss carryforwards totaling $ 27,717 that may be offset
against future taxable income.  If not used, the carryforward will expire as
follows:

                        Year                    Year
                     Originated               Expired

                        1991                    2006           27,717
                                                            ---------
                                                            $  27,717
                                                            =========


(8) - DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS:

      The carrying value of financial instruments approximate fair values.