U.S. SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                               (Amendment No. 1)

                                   FORM 10-QSB

                Quarterly Report under Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                    For the Quarter Ended September 30, 1999

                           Commission File No. 0-7765

                               CROWELL & CO., INC.
        -----------------------------------------------------------------
        (Exact Name of small business issuer as specified in its charter)

             GEORGIA                                       58-1021933
-------------------------------                ---------------------------------
(State or other jurisdiction of                (IRS Employer Identification No.)
incorporation or organization)

                 924 Stevens Creek Road, Augusta, Georgia 30907
                 ----------------------------------------------
                    (Address of principal executive offices)

Issuer's telephone number, including area code          (706) 855-1099

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act  during  the past 12  months  and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]

The number of shares  outstanding  of issuer's  common equity as of November 15,
1999, is 2,520,835.

                                       1
<PAGE>

                               CROWELL & CO., INC.

                                      INDEX


                                                                        PAGE NO.

PART 1 -  FINANCIAL INFORMATION

          ITEM 1 - Financial Statements  .................................  4

          ITEM 2 - Management's Discussion and Analysis ..................  8

                                       2
<PAGE>

                         PART 1 - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

The  following  condensed  consolidated  financial  statements of Crowell & Co.,
Inc., and Subsidiaries are included in Item 1:

     Condensed Consolidated Balance Sheet September 30, 1999

     Condensed  Consolidated  Statements of Operations and  Accumulated  Deficit
          Three month and nine month periods ended September 30, 1999 and 1998

     Condensed  Consolidated  Statements  of Cash  Flows - Three  month and nine
          month periods ended September 30, 1999 and 1998

     Notes to Condensed Consolidated Financial Statements

                                       3
<PAGE>

                      CROWELL & CO., INC., AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEET
                               SEPTEMBER 30, 1999

                                     ASSETS

PROPERTIES HELD FOR RESALE & DEVELOPMENT
     Homes under construction and for sale                          $ 4,781,954
     Developed residential                                            1,353,294
     Land held for future development and other                          30,014
                                                                    -----------
                                                                      6,165,262
                                                                    -----------
CASH AND CASH EQUIVALENTS                                               313,748
                                                                    -----------
RECEIVABLES                                                              29,853
                                                                    -----------
PROPERTY AND EQUIPMENT, NET OF DEPRECIATION                              95,331
                                                                    -----------
OTHER ASSETS                                                             70,082
                                                                    -----------
                                                                    $ 6,674,276
                                                                    ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

NOTES PAYABLE TO BANKS                                              $ 5,091,292
                                                                    -----------
ACCOUNTS PAYABLE AND ACCRUED EXPENSES                                   265,914
                                                                    -----------
STOCKHOLDERS' EQUITY
     Preferred stock                                                  1,011,899
     Common stock                                                       696,774
     Paid-in capital                                                     33,648
     Accumulated deficit                                               (425,251)
                                                                    -----------
                                                                      1,317,070
                                                                    -----------
                                                                    $ 6,674,276
                                                                    ===========

See notes to condensed consolidated financial statements.

                                       4
<PAGE>

                      CROWELL & CO., INC., AND SUBSIDIARIES
     CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT

<TABLE>
<CAPTION>
                                                   THREE MONTHS ENDED                NINE MONTHS ENDED
                                                      SEPTEMBER 30,                     SEPTEMBER 30,
                                              ---------------------------     ---------------------------
                                                  1999            1998            1999            1998
                                              -----------     -----------     -----------     -----------
REVENUES
<S>                                           <C>             <C>             <C>             <C>
     Home sales                               $ 2,740,587     $ 1,642,909     $ 7,316,035     $ 4,132,716
     All other revenues                           112,404          64,556         292,453         383,231
                                              -----------     -----------     -----------     -----------
                                                2,852,991       1,707,465       7,608,488       4,515,947
                                              -----------     -----------     -----------     -----------
COST OF REVENUES
     Homes                                      2,588,469       1,405,526       6,576,112       3,673,404
     All other costs                              (60,218)         64,807          22,267         242,721
                                              -----------     -----------     -----------     -----------
                                                2,528,251       1,470,333       6,598,379       3,916,125
                                              -----------     -----------     -----------     -----------

OPERATING EXPENSES                                220,552         184,473         613,707         516,226
                                              -----------     -----------     -----------     -----------

OPERATING INCOME                                  104,189          52,659         396,403          83,596
                                              -----------     -----------     -----------     -----------

OTHER INCOME (LOSS)                               171,559          (3,884)        186,781          22,521
                                              -----------     -----------     -----------     -----------

NET FINANCIAL EXPENSE                              47,340          35,529         123,872         116,510
                                              -----------     -----------     -----------     -----------

INCOME (LOSS)                                     228,408          13,246         459,312         (10,393)
                                              -----------     -----------     -----------     -----------

ACCUMULATED DEFICIT
     Beginning of period                         (653,659)     (1,081,408)        884,563      (1,057,632)
     Miscellaneous adjustment                           0               0               0            (137)
     End of period                               (425,251)     (1,068,162)       (425,251)     (1,068,162)
                                              -----------     -----------     -----------     -----------

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING      2,520,835       2,520,835       2,520,835       2,520,835

NET INCOME (LOSS) PER COMMON SHARE
     Primary income (loss) per share          $       .08     $       .00     $       .16     ($      .03)
     Fully diluted income (loss)                      .08             .00             .17            (.03)
</TABLE>

See notes to condensed consolidated financial statements.

                                       5
<PAGE>

                      CROWELL & CO., INC., AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                           THREE MONTHS ENDED                NINE MONTHS ENDED
                                                              SEPTEMBER 30,                     SEPTEMBER 30,
                                                      ---------------------------     ---------------------------
                                                          1999            1998            1999            1998
                                                      -----------     -----------     -----------     -----------
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                   <C>             <C>             <C>             <C>
     Net income (loss)                                $   228,408     $    13,246     $   459,312     $   (10,393)
     Adjustments to reconcile net income (loss)
         to net cash provided by (used in)
         operating activities
     Gain on sale of assets                              (165,000)             --        (165,000)             --
     Depreciation and amortization                          6,900           6,900          20,700          20,700
         Net (increase) decrease in inventory,
         receivables, prepaids, payables
         & accruals                                    (1,529,432)        137,856      (3,065,413)        331,128
                                                      -----------     -----------     -----------     -----------

     Net cash provided by (used in)
         operating activities                          (1,459,124)        158,002      (2,750,401)        341,435
                                                      -----------     -----------     -----------     -----------

CASH FLOWS FROM INVESTING ACTIVITIES
     Purchases of property and equipment                  (46,118)        (14,102)        (46,328)        (56,217)
     Sale of equipment                                     10,800              --          10,800              --
     Receipts on notes                                    143,340           9,936         164,090          29,174
                                                      -----------     -----------     -----------     -----------

     Net cash provided by (used in)
         investing activities                             108,022          (4,166)        128,562         (27,043)
                                                      -----------     -----------     -----------     -----------

CASH FLOWS FROM FINANCING ACTIVITIES
     Proceeds from borrowings                           3,600,130       1,271,920       8,362,030       3,116,145
     Payments of borrowings                            (2,279,441)     (1,392,709)     (5,670,497)     (3,440,286)
                                                      -----------     -----------     -----------     -----------

     Net cash provided by (used in)
         financing activities                           1,320,689        (120,789)      2,691,533        (324,141)
                                                      -----------     -----------     -----------     -----------

NET INCREASE (DECREASE) IN CASH                           (30,413)         33,047          69,694          (9,749)

CASH AT BEGINNING OF PERIOD                               344,161         149,868         244,054         192,664

CASH AT END OF PERIOD                                 $   313,748     $   182,915     $   313,748     $   182,915
                                                      ===========     ===========     ===========     ===========

SUPPLEMENTAL DISCLOSURES
     Interest paid, net of amount capitalized         $    40,609     $    36,745     $   113,292     $   120,078
</TABLE>

See notes to condensed consolidated financial statements.

                                       6
<PAGE>

                      CROWELL & CO., INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 1999

NOTE 1 - BASIS OF PRESENTATION

The  accompanying  financial  statements  are presented in  accordance  with the
requirements  of  Form  10-QSB  and  consequently  do  not  include  all  of the
disclosures  normally required by generally  accepted  accounting  principles or
those normally made in the Company's annual Form 10-KSB filing. Accordingly, the
reader of this Form  10-QSB may wish to refer to the  Company's  Form 10-KSB for
the year ended December 31, 1998, for further information.

The financial  information  has been  prepared in accordance  with the Company's
customary  accounting  practices  and has not been  audited.  In the  opinion of
management,  the information  presented reflects all adjustments necessary for a
fair  statement of interim  results.  All such  adjustments  are of a normal and
recurring nature.

NOTE 2 - LOSS PER SHARE

The income (loss) per common share has been computed using the weighted  average
of the number of shares  outstanding  during  the three and nine  month  periods
ended September 30, 1999 and 1998.  Because  inclusion of convertible  preferred
stock would have an  anti-dilutive  or no effect on the income (loss) per common
share,  the convertible  preferred stock is excluded from the computation of the
income  (loss) per common share  assuming  full  dilution for the quarter  ended
September 30, 1998, and for the nine months ended September 30, 1998.

                                       7
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS

RESULTS OF OPERATIONS FOR THE QUARTERS ENDED SEPTEMBER 30, 1999 AND 1998

The primary  sources of revenue of Crowell & Co.,  Inc., and  Subsidiaries  (the
"Company")  are  the  development  of  residential  properties  for  resale  and
homebuilding.

Total revenues for the quarter ended  September 30, 1999,  are  $1,145,526  more
than revenues for the quarter ended  September 30, 1998.  This can be attributed
to a increase in home sales of $1,097,678.

Currently sales backlog on Company constructed homes is $2,203,900. Construction
on these homes is 77.7% complete.  Backlog  represents  signed contracts for the
purchase of homes where the property has not been closed. Therefore, the Company
still holds legal title and has not recognized any income.

The gross profit margin on home sales  decreased for the quarter ended September
30, 1999,  as compared to the quarter ended  September  30, 1998,  from 14.4% to
5.6%.

Operating  expenses  increased by $36,079 for the quarter  ended  September  30,
1999,  as compared to the same quarter  last year.  Operating  expenses  include
salaries, office expenses, occupancy,  depreciation,  advertising and promotion,
taxes and licenses,  legal and accounting,  communications,  and other expenses.

The Company had net income for the third quarter of 1999 of $228,408 compared to
a net income of $13,246 for the third quarter of 1998.

LIQUIDITY AND CAPITAL RESOURCES

The Company has obtained  financing  historically by borrowing from conventional
lending sources using land acquired for development as security for loans.

Current and future liquidity needs are expected to be met by use of the proceeds
from  home,  lot,  and land  sales and the  proceeds  from  loans,  using  lands
purchased  for  development  as  collateral.   Existing  development  loans  and
commitments  available  to the  Company  have  been  made by  various  financial
institutions  and are secured by raw land and the improved lots held for resale.
Payments of interest are due monthly or quarterly and a portion of the principal
is repaid as each lot is sold.

                                       8
<PAGE>

Residential  home  construction  costs are expected to be met through the use of
existing commitments  aggregating  approximately  $1,889,297 as of September 30,
1999, and through the use of additional commitments also using the improved lots
as collateral. Lot acquisition costs and home construction costs are financed by
construction  loans from a number of  conventional  lending  sources,  generally
lending  90-95% of the costs of the home,  secured by the lot and  improvements.
These loans are repaid upon the sale of the home. These loans are negotiated and
closed on a project-by-project and lot-by-lot basis.

The Company also has several other loans with various  lenders which are secured
by various Company assets.

Financing arrangements for long-term needs have not been made. Such arrangements
in the land  development  business are  generally  made on a  project-by-project
basis.  Debt service on all existing loans (loan balances totaled  $5,091,292 as
of September 30, 1999) and funds for  operations are expected to be met from the
proceeds of home, lot, and land sales.  Notes maturing in the next twelve months
total  approximately  $5,000,000.  At  September  30, 1999,  available  cash and
proceeds  from home,  lot, and land sales were expected to be sufficient to meet
the Company's  requirements for the following quarter.  The Company historically
has renewed these notes as is common in the development business. The notes will
eventually be repaid from proceeds of land, lot, and home sales.

The Company  expects to, as it has done in the past, sell land it presently owns
to meet liquidity needs.  Coupled with revenues from normal sources,  such sales
would be expected to generate sufficient cash to meet liquidity requirements.

The Company has net  operating  loss  carryforwards  available of  approximately
$1,770,000  to offset  against  future  federal and state  taxable  income.  The
current  value of these  carryforwards  computed  at maximum  federal  and state
income tax rates is approximately  $690,000. This amount is not reflected in the
financial statements.

YEAR 2000 ISSUES

The Company is not heavily  dependent on computers which may be affected by year
2000 problems.  The primary use of computers is in the accounting function.  All
accounting software applications have been updated to function in the year 2000.
In addition,  the Company  purchased a new data server which is Y2K  compatible.
The Company has also purchased software to test its computers for Y2K readiness.
The total  computers  in use at the Company is eight.  The Company has  expended
approximately $5,000 to prepare for potential year 2000 problems.

Because  none of the  potential  problems  associated  with  the  year  2000 are
critical to the  Company's  business,  management  of the Company  believes that
there is minimal risk to the Company.  Problems  which may arise due to the year
2000 will be addressed in an expeditious manner.

If the accounting  system fails because of year 2000  problems,  the Company can
account for all transactions manually until the problems are corrected as it has
done in the past  during  power  outages or when the data server has been out of
service.

RESULTS OF OPERATIONS  FOR THE NINE MONTH  PERIODS ENDED  SEPTEMBER 30, 1999 AND
1998

Total revenues for the nine months ended September 30, 1999, are $3,092,541 more
than for the nine  months  ended  September  30,  1998.  This can be  attributed
to an increase in home sales of $3,183,319.

Gross  profit  percent on home sales  decreased  from 11.1% for the nine  months
ended September 30, 1998, to 10.1% for the nine months ended September 30, 1999.

Operating  expenses increased by $97,481 for the nine months ended September 30,
1999, as compared to the nine months ended September 30, 1998.

Net income for the nine months ended  September 30, 1999, was $459,312  compared
with a net loss of $10,393 for the nine months ended September 30, 1998.

                                       9
<PAGE>

                                   SIGNATURES

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.


                                        CROWELL & CO., INC.

November 18, 1999                       By: Mark L. Gilliam
                                            -----------------------------------
                                            Mark L. Gilliam
                                            Vice President on Behalf of
                                            the registrant and as Chief
                                            Financial Officer