SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             -----------------------

                                    FORM 10-Q

(Mark One)

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

                  For the quarterly period ended March 31, 1999

                                       OR

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


                          Commission file number 1-2262


                             COMMERCIAL ASSETS, INC.
             (Exact name of registrant as specified in its charter)


                Maryland                                          84-1240911
     (State or other jurisdiction of                            (IRS Employer
     incorporation or organization)                          Identification No.)

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

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

                                 Not Applicable
              (Former Name, Former Address and Former Fiscal Year,
                         if Changed Since Last Report.)


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 ___.

As of April 30, 1999, 10,392,529 shares of common stock were outstanding.



<PAGE>



                             COMMERCIAL ASSETS, INC.

                                    FORM 10-Q

                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1999

                                TABLE OF CONTENTS

                                                                            PAGE
PART I.      FINANCIAL INFORMATION:

             Item 1.  Condensed Consolidated Financial Statements:

                      Balance Sheets as of March 31, 1999 (Unaudited)
                        and December 31, 1998................................  1

                      Statements of Income for the three months
                        ended March 31, 1999 and 1998 (Unaudited)............. 2
                      Statements of Cash Flows for the three months
                        ended March 31, 1999 and 1998 (Unaudited)............. 3

                      Notes to Financial Statements (Unaudited)............... 4

             Item 2.  Management's Discussion and Analysis of
                        Financial Condition and Results of Operations......... 9


PART II.     OTHER INFORMATION:

             Item 6.  Exhibits and Reports on Form 8-K....................... 18


                                      (i)
<PAGE>

<TABLE>
<CAPTION>

                    COMMERCIAL ASSETS, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                      (In thousands, except per share data)

                                                                                         March 31,         December 31,
                                                                                           1999                1998
                                                                                           ----                ----
                                                                                        (unaudited)
ASSETS
<S>                                                                                      <C>                <C>       
Cash and cash equivalents                                                                $      956         $    3,292
Short-term investments                                                                       37,836             45,066
Real estate, net of accumulated depreciation of $139 and $50                                 21,206             12,628
Investments in participating mortgages                                                        9,993              9,328
Investment in real estate joint venture                                                       1,304              1,280
Investment in and note receivable from Westrec                                                4,011              4,011
CMBS bonds                                                                                    1,682              1,739
Other assets, net                                                                             1,248                890
                                                                                         ----------         ----------
      Total Assets                                                                       $   78,236         $   78,234
                                                                                         ==========         ==========

LIABILITIES
Accounts payable and accrued liabilities                                                 $    1,225         $      872
Management fees payable to related parties                                                      122                108
                                                                                         ----------         ----------
                                                                                              1,347                980
                                                                                         ----------         ----------

STOCKHOLDERS' EQUITY:
Preferred stock, par value $.01 per share, 25,000 shares authorized; no shares
   issued or outstanding                                                                         --                 --
Common stock, par value $.01 per share, 75,000 shares authorized; 10,364  and
   10,364 shares issued and outstanding, respectively                                           104                104
Additional paid-in capital                                                                   76,874             76,874
Retained earnings (dividends in excess of accumulated earnings)                                 (89)               276
                                                                                         ----------         ----------
                                                                                             76,889             77,254
                                                                                         ----------         ----------
      Total Liabilities and Stockholders' Equity                                         $   78,236         $   78,234
                                                                                         ==========         ==========

</TABLE>


           See Notes to Condensed Consolidated Financial Statements.

                                     - 1 -
<PAGE>



<TABLE>
<CAPTION>

                    COMMERCIAL ASSETS, INC. AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                      (In thousands, except per share data)
                                   (Unaudited)


                                                                                                    Three Months
                                                                                                   Ended March 31,
                                                                                                   ---------------
                                                                                                  1999          1998
                                                                                                  ----          ----
RENTAL PROPERTY OPERATIONS
<S>                                                                                             <C>           <C>     
Income from participating mortgages and leases                                                  $   587       $     --
Depreciation                                                                                        (89)            --
                                                                                               --------       --------
Income from property operations                                                                     498             --
                                                                                               --------       --------

Interest and other income                                                                           701          1,053
CMBS bonds revenue                                                                                   38             40
General and administrative expenses                                                                (133)           (86)
Management fees paid to manager                                                                     (80)            (5)
                                                                                               --------       --------

OPERATING INCOME                                                                                  1,024          1,002

Acquisition fees paid to manager                                                                    (42)            --
                                                                                               --------       --------

NET INCOME                                                                                     $    982       $  1,002
                                                                                               ========       ========

BASIC AND DILUTED EARNINGS PER SHARE                                                           $   0.09       $   0.10
                                                                                               ========       ========

DIVIDENDS DECLARED PER SHARE                                                                   $   0.13       $    --

Weighted-Average Common Shares Outstanding                                                       10,364         10,342

Weighted-Average Common Shares and Common Share Equivalents Outstanding
                                                                                                 10,365         10,378

</TABLE>


           See Notes to Condensed Consolidated Financial Statements.

                                     - 2 -
<PAGE>



<TABLE>
<CAPTION>

                    COMMERCIAL ASSETS, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                   (Unaudited)
                                                                                            Three Months
                                                                                           Ended March 31,
                                                                                           ---------------
                                                                                       1999               1998
                                                                                       ----               ----
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                                                  <C>               <C>     
Net income                                                                           $    982          $  1,002
Adjustments to reconcile net income to net cash flows from operating activities:
   Depreciation                                                                            89                --
   Amortization of premium on short-term investments                                       47                --
   Accrued income on participating mortgages                                              (61)               --
   Increase in accounts payable and accrued liabilities                                    67             1,106
   Decrease (increase) in other assets                                                   (365)               92
                                                                                     --------          --------
     Net cash provided by operating activities                                            759             2,200
                                                                                     --------          --------

CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of real estate                                                               (8,323)               --
Collections on short-term investments                                                   4,774                --
Proceeds from sale of short-term investments                                            2,414                --
Investments in participating mortgages, net                                              (603)               --
Investment in real estate joint venture                                                   (24)               --
Capital replacements                                                                      (44)               --
Investment in Westrec                                                                      --            (2,540)
Collections on CMBS bonds                                                                  58                60
                                                                                     --------          --------
     Net cash used in investing activities                                             (1,748)           (2,480)
                                                                                     ---------         --------

CASH FLOWS FROM FINANCING ACTIVITIES
Dividends paid                                                                         (1,347)               --
                                                                                     --------          --------

NET DECREASE IN CASH AND CASH EQUIVALENTS                                              (2,336)             (280)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                        3,292            74,153
                                                                                     --------          --------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                                           $    956          $ 73,873
                                                                                     ========          ========

</TABLE>


           See Notes to Condensed Consolidated Financial Statements.

                                     - 3 -
<PAGE>




                             COMMERCIAL ASSETS, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

A.           Organization

Commercial  Assets,  Inc.  ("CAX"  and,  together  with  its  subsidiaries,  the
"Company") is a Maryland  corporation  that has interests in  manufactured  home
communities  and has  elected  to be taxed  as a real  estate  investment  trust
("REIT").  The Company's  common stock,  par value $.01, (the "Common Stock") is
listed on the American Stock Exchange under the symbol "CAX."

Prior to 1998,  the Company owned  subordinate  classes of  Commercial  Mortgage
Backed Securities ("CMBS bonds"). In November 1997, the Company restructured its
subordinate  CMBS bond  portfolio by selling,  redeeming or  resecuritizing  its
various  CMBS  bonds.  The  restructuring  resulted  in  the  Company  receiving
$77,693,000 cash and retaining an equity interest in an owner trust arising from
a  resecuritization  transaction  (see  Note H).  The  Company  has  temporarily
invested the proceeds from such  restructuring  until  invested in  manufactured
home communities.

In the third quarter of 1998, the Company decided to invest in manufactured home
communities and as of March 31, 1999 has invested  approximately  $32 million in
interests in seven  manufactured  home  communities  and adjoining land with 930
developed  homesites,  50 sites  ready for homes and 1,180 sites  available  for
future development.

The  Company's  daily  operations  are  performed  by a manager  pursuant  to an
agreement  currently  in effect  through  December  31,  1999  ("the  Management
Agreement"). Since November 1997, Asset Investors Corporation (together with its
subsidiaries,  "Asset Investors") has been the manager. Asset Investors owns 27%
of the  Company's  Common Stock.  For 1999,  the  Management  Agreement has been
amended to provide  that the  Incentive  Fee is based on Funds From  Operations,
less an  annual  capital  replacement  reserve  of at  least  $50 per  developed
homesite.  In  general,  Funds  From  Operations  is  equal to net  income  plus
depreciation, amortization and acquisition fees. No other change was made to the
Management Agreement other than its extension to December 31, 1999 (see Note J).

The  Management  Agreement  is subject  to the  approval  of a  majority  of the
Company's  independent  directors and can be terminated by either party, without
cause, with 60 days' notice. Since the Company has no employees, the officers of
Asset Investors are also officers of the Company.

B.           Presentation of Financial Statements

The  Condensed  Consolidated  Financial  Statements  of the  Company  have  been
prepared by the Company, without audit, pursuant to the rules and regulations of
the Securities and Exchange Commission.  These Condensed  Consolidated Financial
Statements  reflect  all  adjustments,   consisting  of  only  normal  recurring
accruals,  which, in the opinion of management,  are necessary to present fairly
the financial  position and results of operations of the Company as of March 31,
1999,  for the three  months then ended,  and for all prior  periods  presented.
These  statements are condensed and do not include all the information  required
by generally accepted accounting  principles ("GAAP") in a full set of financial
statements.  These  statements  should be read in conjunction with the Company's
Financial  Statements and notes thereto  included in the Company's Annual Report
on Form 10-K for the year ended December 31, 1998.

                                     - 4 -
<PAGE>

Certain reclassifications have been made in the Condensed Consolidated Financial
Statements to conform to the classifications  currently used. The effect of such
reclassifications on amounts previously reported is immaterial.

C.           Summary of Significant Accounting Policies

Principles of Consolidation

The  Condensed  Consolidated  Financial  Statements  include the accounts of the
Company  and  its  majority-owned  subsidiaries.  All  significant  intercompany
balances and transactions have been eliminated in consolidation.

Real Estate and Depreciation

Real estate is recorded at cost less accumulated  depreciation.  Depreciation is
computed  using the  straight  line method over an  estimated  useful life of 25
years  for  land  improvements  and  buildings.   Significant   renovations  and
improvements,  which  improve  or  extend  the  useful  life of the  asset,  are
capitalized and depreciated over the remaining estimated life. In addition,  the
Company  capitalizes  direct and indirect costs (including  interest,  taxes and
other costs) in connection with the development of additional  homesites  within
its manufactured home communities.  Maintenance,  repairs and minor improvements
are expensed as incurred.

When conditions  exist which indicate that the carrying amount of a property may
be impaired,  the Company will evaluate the recoverability of its net investment
in the property by assessing current and future levels of income and cash flows.
As of March 31, 1999,  there has been no impairment of the Company's  investment
in real estate.

Revenue Recognition

Interest on participating  mortgages is recorded based upon outstanding balances
and interest  rates per the terms of the  mortgages.  In  addition,  the Company
evaluates the  collectibility  of any unpaid  interest and provides  reserves as
necessary. As of March 31, 1999, there is no reserve for uncollected interest on
the participating mortgages. Rent on ground leases is recognized when earned and
due from lessee.

Income Taxes

CAX intends to operate in a manner that will permit it to qualify for the income
tax treatment  accorded to a REIT. If it so qualifies,  CAX's REIT income,  with
certain limited  exceptions,  will not be subject to federal or state income tax
at the corporate level. Accordingly, no provision for taxes has been made in the
financial  statements.  In  order  to  maintain  its  status  as a REIT,  CAX is
required,  among other things,  to distribute  annually to its  stockholders  at
least  95% of its REIT  income  and to meet  certain  asset,  income  and  stock
ownership tests.

Earnings Per Share

Basic  earnings per share for the three months ended March 31, 1999 and 1998 are
based upon the  weighted-average  number of shares of Common  Stock  outstanding
during each such period.  Diluted  earnings per share  reflect the effect of any
dilutive, unexercised stock options in each such period.

                                     - 5 -
<PAGE>

Statements of Cash Flows

For purposes of reporting cash flows,  cash  maintained in bank accounts,  money
market funds and  highly-liquid  investments  are considered to be cash and cash
equivalents.  The Company  paid no interest  during the three months ended March
31, 1999 and 1998.

Non-cash investing activities for the three months ended March 31, 1999 and 1998
were as follows (in thousands):

                                                     1999                1998
                                                     ----                ----
Accrued initial capital expenditures on real
  estate purchases                                 $    300           $     --

D.           Short-term Investments

During  1998,  the  Company  acquired  short-term   investments   consisting  of
mortgage-backed  bonds guaranteed by Federal Home Loan Mortgage  Corporation and
Federal  National  Mortgage  Association.  These  investments  are classified as
available-for-sale, and the fair market value at March 31, 1999 approximates the
carrying value of $37,836,000.

E.           Investments in Participating Mortgages

As of March 31, 1999,  the Company has  investments in  participating  mortgages
secured by three  manufactured  home  communities  and adjoining land. The notes
accrue interest at 15% per annum and pay interest at 9% per annum through August
1999,  with the pay rate  increasing 1% each year thereafter to a maximum of 12%
per  annum.  The loans  mature  in 2007 and  2008.  The  Company  also  receives
additional  interest  equal to 50% of the net  profits  and cash  flows from the
properties.  In addition,  as of March 31, 1999, the Company has  investments in
participating  mortgages  secured by individual  homes and home sites within two
manufactured  home  communities.  These mortgages accrue interest at 10% and pay
interest  from the cash flows from the  homesites.  The  Company  also  receives
additional  interest  equal to 50% of the net  profits  and cash  flows from the
homesites.  As of March 31, 1999, the Company had  investments in  participating
mortgages of  $9,993,000  and income of $331,000  from these  mortgages  for the
three months ended March 31, 1999.

F.           Real Estate

Real estate at March 31, 1999 and December 31, 1998 was (in thousands):
<TABLE>
<CAPTION>

                                                                                March 31,            December 31,
                                                                                  1999                   1998
                                                                                  ----                   ----
<S>                                                                            <C>                   <C>       
Land                                                                           $    5,024            $    3,798
Land improvements and buildings                                                    16,321                 8,880
                                                                               ----------            ----------
                                                                                   21,345                12,678
Less accumulated depreciation                                                        (139)                  (50)
                                                                               ----------            ----------

Real estate, net                                                               $   21,206            $   12,628
                                                                               ==========            ==========
</TABLE>

Land  improvements and buildings  consist  primarily of  infrastructure,  roads,
landscaping,   clubhouses,  maintenance  buildings  and  common  amenities.  Two
manufactured home communities have been leased to a third party. The first lease
involves a community  acquired  by the Company at a cost of $1.4  million and is
for a term of 50 years. The Company receives initial annual lease payments equal
to 9% of its cost. The annual lease  payments  increase by 4% per annum over the


                                     - 6 -
<PAGE>

prior year's lease  payments  until the annual lease  payment  equals 13% of the
Company's cost. In addition,  the Company receives  additional rent equal to 50%
of the lessee's net cash flow from the  property.  In the event of a sale of the
property,  the Company  receives  all  proceeds  until it has realized its total
purchase price of the property plus a 13% per annum rate of return.  The Company
then receives 50% of any sales proceeds in excess of such amount.

The other leased  community  involves two phases and has been leased to the same
third party for 50 years.  Phase One has 220  developed  homesites  and 24 sites
ready for homes. Phase Two involves 940 sites available for future  development.
Initial  annual lease  payments on Phase One is $890,000,  increasing  by 4% per
annum.  There are no lease  payments  on Phase Two until the sites are ready for
homes,  at which time,  the annual lease  payments on Phase Two will be equal to
10% times the costs  incurred in developing  Phase Two. In addition,  the lessee
pays to the Company  additional  rent equal to 50% of the lessee's net cash flow
from the property. In the event of a sale, the Company receives 50% of any sales
proceeds in excess of the Company's cost.

G.           Investment in Real Estate Joint Venture

The Company has invested $1,280,000 in a joint venture involving the development
of 30 homesites.  The Company  receives a priority return from the venture until
the Company has received a per annum amount  equal to 9% times  $1,250,000.  The
Company's  subsequent  annual  priority  return  increases  by 5% over the prior
year's amount.  The other venturer then receives a similar  percentage return on
its $300,000  investment in the venture.  In the event the property is sold, the
Company  receives all proceeds until it has received its investment plus 20% per
annum.  The other  venturer then receives all proceeds until it has received its
investment  plus 20% per  annum.  Any  excess  sales  proceeds  are then  shared
equally.  The  Company  did not record any income  from this real  estate  joint
venture during the three months ended March 31, 1999.

H.           CMBS Bonds

In November  1997,  the Company  restructured  its  portfolio  of CMBS bonds and
retained  a  $5,000,000   equity  interest  in  the  owner  trust  used  in  the
restructuring.  Since the equity interest represents the first-loss class of the
portfolio  and  provides  credit  support  for the senior debt  securities,  the
Company  valued the equity  interest at its then  estimated fair market value of
$2,000,000.  During the three months ended March 31, 1999 and 1998,  the Company
received  $96,000 and  $100,000,  respectively,  of which  $58,000 and  $60,000,
respectively,  was recorded as a reduction in the net book value of the retained
equity  interest.  The net book value at March 31, 1999 is $1,682,000  which the
Company believes approximates fair market value.

I.           Investment in and Note Receivable from Westrec

Prior  to  deciding  to  acquire  manufactured  home  communities,  the  Company
evaluated  acquiring interests in marinas and, in connection with this, acquired
a 12% interest in Westrec Marina Management,  Inc. ("Westrec") for approximately
$2,500,000  and made a loan to an affiliate of Westrec.  In the third quarter of
1998, the Company decided to invest in manufactured home communities  instead of
marinas.  The Company has recorded its  investment in and note  receivable  from
Westrec at the sum of the amount the Company can re-sell its interest in Westrec
plus the outstanding balance of the note receivable.

                                     - 7 -
<PAGE>

J.           Management Fees

The Company operates under a management agreement, pursuant to which the manager
advises the Company on its business and oversees its daily  operations,  subject
to the supervision of the Company's Board of Directors. Asset Investors has been
the manager since  November  1997.  The  Management  Agreement has been extended
through  December 31, 1999 and provides that the manager  receives a "Base Fee,"
an "Acquisition  Fee" and an "Incentive Fee." The Base Fee is payable  quarterly
in an amount  equal to 1% per annum of the  Company's  average net book value of
real estate-related  assets. The Acquisition Fee equals 0.5% of the cost of each
real estate-related  asset acquired.  Acquisition Fees are expensed because such
fees are paid to Asset  Investors,  owner of 27% of the Company's  Common Stock.
These fees would be capitalized  if they were paid to an unrelated  third party.
For 1999,  the  Incentive  Fee equals  20% of the amount by which the  Company's
Funds From Operations,  less an annual capital  replacement  reserve of at least
$50 per developed  homesite,  exceeds the amount  calculated by multiplying  the
Company's  average net worth by a percentage equal to the Ten-Year United States
Treasury rate plus 1%. In general,  Funds From Operations is equal to net income
plus depreciation, amortization and acquisition fees. During 1998, the Incentive
Fee was  based on the  Company's  REIT  taxable  income  instead  of Funds  From
Operations. Fees paid to the manager were (in thousands):

                                                     Three Months Ended
                                                          March 31,
                                                 ---------------------------
                                                   1999               1998
                                                 ------------     ----------
                 Base Fees                       $     75             $    5
                 Acquisition Fees                      42                 --
                 Incentive Fees                         5                 --
                                                 --------             ------
                                                 $    122             $    5
                                                 ========             ======

K.           Commitments

In connection with the acquisition of a manufactured home community, the Company
entered into an earn-out agreement with respect to 154 unoccupied homesites. The
Company will pay $17,000 to the former owner for each newly  occupied  homesite.
The earn-out agreement terminates in 2048.

The Company has agreed to acquire  from time to time  ground  leases  related to
individual  homesites.  The  purchase  price for each lease will be equal to the
base  annual rent  provided  for in each such  ground  lease  divided by 9%. The
Company is not required to acquire such leases in groups of less than 10 leases.
The maximum number of leases the Company might purchase is approximately 500 for
total consideration of approximately $20 million.

L.           Operating Segments

The Company has recently begun  investing in manufactured  home  communities and
management assesses the performance of the Company as one operating segment.



                                     - 8 -
<PAGE>




Item 2.          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                 RESULTS OF OPERATIONS.


Introduction

The Private  Securities  Litigation  Reform Act of 1995 provides a "safe harbor"
for  forward-looking  statements in certain  circumstances.  Certain information
included in this report,  our Quarterly  Report to Stockholders  and our filings
with the  Securities  Exchange  Commission  under the Securities Act of 1933, as
amended,  and the  Securities  Exchange  Act of  1934,  as  amended,  as well as
information  communicated  orally or in  writing  between  the dates of such SEC
filings,  constitute  "forward-looking  statements"  within  the  meaning of the
Private  Securities  Litigation  Reform Act of 1995. Such statements may include
projections of our cash flow,  dividends and anticipated  returns on real estate
investments.  Such  forward-looking  statements involve known and unknown risks,
uncertainties  and other factors that may cause our actual results,  performance
or achievements to be materially different from any future results,  performance
or achievements  expressed or implied by the  forward-looking  statements.  Such
factors  include:  general  economic  and  business  conditions;  interest  rate
changes;  financing and refinancing  risks; risks inherent in owning real estate
or  debt  secured  by  real  estate;   future  development  rate  of  homesites;
competition;  the  availability  of real estate  assets at prices which meet our
investment  criteria;  our  ability to reduce  expense  levels,  implement  rent
increases, use leverage and other risks set forth in our SEC filings.

In this  report,  the  words  "the  Company,"  "we,"  "our"  and  "us"  refer to
Commercial  Assets,  Inc., a Maryland  corporation and, where  appropriate,  our
subsidiaries.

Business

Company Background

We are a Maryland  corporation  formed in August 1993, and we have elected to be
treated  for  United  States  federal  income  tax  purposes  as a  real  estate
investment  trust or  "REIT".  We are  engaged  in the  ownership,  acquisition,
development and expansion of manufactured home communities. Initially, we were a
wholly-owned   subsidiary  of  Asset  Investors  Corporation.   Asset  Investors
contributed  $75  million to our  initial  capital  and in October  1993,  Asset
Investors distributed 70% of our common stock to Asset Investors'  stockholders.
Asset Investors  currently owns 27% of our outstanding common stock and provides
management services to us. Our shares of common stock are listed on the American
Stock Exchange, Inc. ("AMEX") under the symbol "CAX."

Prior to 1998,  we owned  subordinate  classes  of  Commercial  Mortgage  Backed
Securities  ("CMBS bonds").  CMBS bonds generally are debt  instruments that are
backed by mortgage loans on commercial  real estate.  The principal and interest
payments  on the  underlying  mortgage  assets are  allocated  among the several
classes or "tranches"  of a series of CMBS bonds.  Our  subordinate  tranches of
CMBS bonds included "first-loss" tranches, which bore the most risk in the event
of a default on the  underlying  mortgages and provided  credit  support for the
more senior  tranches.  In 1997,  we decided to  redeploy  our assets into other
types of real estate  investments  in order to reduce the risk of our portfolio.
We  restructured  our CMBS bonds in  November  1997 by  selling,  redeeming  and
resecuritizing  our various CMBS bonds from which we received  $77.7  million in
cash and retained a small  residual  interest in two CMBS bonds.  During most of
1998, we invested our funds in short-term investments pending our decision as to
the type of real estate assets in which we would invest.

                                     - 9 -
<PAGE>

In the third  quarter of 1998, we decided to acquire  interests in  manufactured
home  communities.  As of March 31, 1999,  we held  interests  as owner,  ground
lessor  or  mortgage  lender  (including   participating   mortgages)  in  seven
manufactured  home  communities  with a total of 930 developed  homesites (sites
with homes in place),  50 sites  ready for homes and 1,180 sites  available  for
future  development.  We expect to continue acquiring  interests in manufactured
home communities during 1999.

Industry Background

A manufactured home community is a residential subdivision designed and improved
with sites for the placement of manufactured homes and related  improvements and
amenities.  Manufactured  homes  are  detached,  single-family  homes  which are
produced  off-site by manufacturers and installed on sites within the community.
Manufactured  homes are  available  in a variety  of  designs  and floor  plans,
offering many amenities and custom options.

Modern   manufactured  home  communities  are  similar  to  typical  residential
subdivisions containing centralized entrances,  paved streets, curbs and gutters
and  parkways.  The  communities  frequently  provide  a  clubhouse  for  social
activities and recreation and other  amenities,  which may include golf courses,
swimming  pools,  shuffleboard  courts and  laundry  facilities.  Utilities  are
provided by or arranged for by the owner of the community. Community lifestyles,
primarily  promoted  by  resident  managers,  include a wide  variety  of social
activities  that promote a sense of  neighborhood.  The  communities  provide an
attractive and affordable  housing  alternative for retirees,  empty nesters and
start-up or single-parent families.  Manufactured home communities are primarily
characterized   as  "all  age"  communities  and  "adult"   communities.   Adult
communities  typically require that at least 80% of the tenants must be at least
55 years old, and in all age communities there is no age restriction on tenants.

The owner of a home in our communities leases from us the site on which the home
is located. Typically, the leases are on a month-to-month or year-to-year basis,
renewable upon the consent of both parties or, in some instances, as provided by
statute. In some circumstances,  we offer a 99-year lease to tenants in order to
enable the tenant to have some of the benefits an owner of real property enjoys,
including  creditor  protection  laws  in  some  states.  These  leases  can  be
cancelled,  depending  on state  law,  for  non-payment  of rent,  violation  of
community rules and regulations or other specified defaults.  Generally,  rental
rate  increases  are made on an  annual  basis.  The size of these  rental  rate
increases depends upon the policies that are in place at each community.  Rental
increases may be based on fixed dollar amounts,  percentage  amounts,  inflation
indexes,  or they  may  depend  entirely  on  local  market  conditions.  We own
interests  in the  underlying  land,  utility  connections,  streets,  lighting,
driveways,  common  area  amenities  and  other  capital  improvements  and  are
responsible  for  enforcement  of community  guidelines  and  maintenance.  Each
homeowner  within the  manufactured  home  communities  is  responsible  for the
maintenance  of his or her home and  leased  site,  including  lawn care in some
communities.

The ownership of manufactured home communities, once fully occupied, tends to be
a stable,  predictable asset class. The cost and effort involved in relocating a
home to another  manufactured home community  generally  encourages the owner of
the home to resell it within the community.

Recent Developments

Manufactured Home Community Acquisitions

In March 1999, we acquired a manufactured  home community that has 290 developed
homesites  which are 96% occupied for $8,000,000  cash and $300,000 of estimated
initial capital  expenditures.  As of March 31, 1999, we have interests in seven


                                     - 10 -
<PAGE>

manufactured home communities with a total of 930 developed homesites,  50 sites
ready for homes,  1,180 sites  available  for future  development.  We expect to
acquire additional manufactured home communities during 1999.

Growth and Operating Strategies

We measure our economic  profitability  based on Funds From Operations  ("FFO"),
less an  annual  capital  replacement  reserve  of at  least  $50 per  developed
homesite.  We believe  that FFO,  less a  reserve,  provides  investors  with an
understanding  of our  ability  to incur and  service  debt and to make  capital
expenditures.  The Board of Governors of the National Association of Real Estate
Investment  Trusts  (also  known as NAREIT)  defines  FFO as net income  (loss),
computed in accordance with generally accepted accounting principles,  excluding
gains and losses from debt restructuring and sales of property, plus real estate
related  depreciation  and  amortization  (excluding  amortization  of financing
costs),  and  after  adjustments  for  unconsolidated   partnerships  and  joint
ventures.  We calculate FFO in a manner consistent with NAREIT's definition.  In
our  calculation  we include  adjustments  for fees incurred in connection  with
property acquisitions.

FFO should not be considered an alternative to net income or net cash flows from
operating  activities,  as  calculated  in accordance  with  generally  accepted
accounting  principles,  as an indication of our  performance or as a measure of
liquidity.  FFO is not  necessarily  indicative of cash available to fund future
cash needs.

Our primary objective is to maximize  stockholder value by increasing the amount
and  predictability  of our FFO on a per share basis, less a reserve for capital
replacements. We seek to achieve this objective primarily by:

o        improving   net operating   income  from  our  existing   portfolio  of
         manufactured home communities; and
o        acquiring  additional communities at values that are accretive on a per
         share basis.

Management  has  adopted  specific  policies  to  accomplish  our  objective  of
increasing the amount and predictability of our FFO on a per share basis, less a
reserve for capital replacements. These policies include:

o        reducing our exposure to downturns in regional  real estate  markets by
         obtaining a geographically diverse portfolio of communities;
o        ensuring the continued maintenance of our  communities  by  providing a
         minimum $50 per  homesite per year for capital replacements;
o        using debt leverage to increase our financial returns;
o        reducing  our  exposure  to interest  rate  fluctuations  by  utilizing
         long-term,  fixed-rate,  fully-amortizing  debt instead of higher cost,
         short term debt;
o        selectively acquiring manufactured home communities that have potential
         long-term  appreciation  of value  through,  among other  things,  rent
         increases, expense efficiencies and in-part homesite development;
o        improving  the  profitability of  our  communities  through  aggressive
         management  of occupancy,  community  development  and  maintenance and
         expense controls;
o        developing and maintaining  resident  satisfaction and a reputation for
         quality communities through  maintenance  of the  physical condition of
         our communities and providing  activities  that improve  the  community
         lifestyle; and


                                     - 11 -
<PAGE>

o        recruiting and retaining capable community management personnel.

Future Acquisitions

In 1998, when we decided to enter the manufactured home community  business,  we
began to  implement  a business  plan which  called  for the  investment  of our
capital in the acquisition of manufactured home communities.  We have focused on
identifying  acquisition  opportunities that we believe provide returns that are
accretive to our  stockholders.  We plan on continuing this business plan during
1999,  and hope to have  largely  invested  our  capital  in  manufactured  home
communities during this year.

Our acquisition of interests in manufactured  home communities takes many forms.
In many cases we acquire  fee title to the  community.  When a  community  has a
significant  number of  unleased  homesites,  we seek a stable  return  from the
community  during the  development  and  lease-up  phase  while also  seeking to
participate in future increased  earnings after development is completed and the
sites are leased. We seek to accomplish this goal by making loans to development
companies in return for  participating  mortgages that are  non-recourse  to the
borrowers and secured by the property.  In general, our participating  mortgages
earn  interest at fixed rates and, in  addition,  participate  in the profits or
revenues from the community.  This profit participation right generally entitles
us to 50% of the net  income and cash flow  generated  by the  community.  As an
alternative,  we sometimes enter into ground leases with  development  companies
having similar terms to our participating mortgages.

We believe that acquisition  opportunities for manufactured home communities are
attractive at this time because of the  increasing  acceptability  of and demand
for  manufactured  homes and the continued  constraints  on  development  of new
manufactured  home  communities.  We are actively seeking to acquire  additional
communities and are currently engaged in various stages of negotiations relating
to the possible  acquisition  of a number of  communities.  The  acquisition  of
interests  in  additional   communities   could  also  result  in  our  becoming
increasingly leveraged as we incur debt in connection with these transactions.

As of March 31,  1999,  we have  invested  approximately  $32 million to acquire
interests in seven  manufactured  home  communities that are located in Arizona,
Florida  and  California.  These  communities  have a  total  of  930  developed
homesites (sites with homes in place),  50 sites ready for homes and 1,180 sites
available for future development.

When evaluating potential acquisitions, we consider such factors as:

o        the location and type of property;
o        the value of the homes located on the leased land;
o        the  improvements,  such  as  golf  courses  and swimming pools, at the
         property;
o        the current and projected cash flow of the property and  our ability to
         increase cash flow;
o        the potential for capital appreciation of the property;
o        the terms of tenant leases, including the potential for rent increases;
o        the  tax  and  regulatory  environment  of the  community  in which the
         property is located;
o        the potential for expansion of  the physical layout of the property and
         the number of sites;
o        the occupancy and demand by residents for  properties of a similar type
         in the vicinity;
o        the credit of the residents in a community;
o        the prospects for liquidity  through  sale, financing or refinancing of
         the property;
o        the competition from existing manufactured home communities;
o        the potential  for the construction of new communities in the area; and


                                     - 12 -
<PAGE>

o        the replacement cost of the property.

Expansion of Existing Communities

We will seek to  increase  the number of  homesites  and the amount of  earnings
generated from our existing  portfolio of manufactured home communities  through
marketing campaigns aimed at increasing  occupancy.  We will also seek expansion
through future  acquisitions  and expanding the number of sites  available to be
leased to residents if justified  by local market  conditions  and  permitted by
zoning and other applicable laws. As of March 31, 1999, we held interests in six
communities  with 50 sites ready for homes and 1,180 sites  available for future
development.

Manager

Our daily  operations  are  performed  by a  manager  pursuant  to a  management
agreement  currently  in effect  through  December  31,  1999.  The manager also
identifies and performs due diligence on potential  manufactured  home community
investments  for us. Since November 1997,  Asset Investors has been our manager.
In addition to being our manager and a principal  stockholder,  Asset  Investors
separately owns,  acquires,  develops and manages manufactured home communities,
including   providing   property   management   services  on  our   communities.
Consequently,  we and Asset Investors are involved in the same industry. The two
companies have agreed that we shall invest at least $50 million in  manufactured
home  communities  before Asset Investors  makes any additional  acquisitions of
manufactured  home  communities.  Asset  Investors may acquire  communities if a
material  portion  of the  purchase  price  is  paid  for in  units  of  limited
partnership  in Asset  Investors  Operating  Partnership  ("OP  Units") or Asset
Investors'  common stock.  As of March 31, 1999, we have invested  approximately
$32 million in manufactured  home  communities.  Following our investment of $50
million, the two companies will coordinate their efforts to acquire manufactured
home communities.

The management  agreement was approved by our  independent  directors and may be
terminated  by  either  party  with or  without  cause at any time upon 60 days'
written  notice.  The  manager  provides  all  personnel  and  related  overhead
necessary to conduct our regular  business,  and in return,  the manager is paid
the following fees:

o       Acquisition Fees equal to 0.5% of the cost of  each  real estate-related
        asset acquired by us;
o       Base Fees equal to 1% per year of the net book value of our real estate-
        related assets;
o       Incentive  Fees  equal  to 20% of the amount  by which  our FFO, less an
        annual  capital  replacement  reserve  of at  least  $50  per  developed
        homesite,  exceeds (a) our average net worth,  multiplied by (b) 1% over
        the ten year United States Treasury rate.

During the three  months ended March 31, 1999  and 1998, we paid  the  following
fees to our manager (in thousands):
                                                   1999                1998
                                                 -------             --------
                   Base Fees                      $   75               $   5
                   Acquisition Fees                   42                  --
                   Incentive Fees                      5                  --
                                                  ------               -----
                                                  $  122               $   5
                                                  ======               =====

Prior to 1999,  the Incentive  Fee was based on REIT income  instead of FFO. The
Incentive  Fee for 1999 is  based on FFO,  less an  annual  capital  replacement
reserve of at least $50 per  developed  homesite,  because we believe  this is a


                                     - 13 -
<PAGE>

better  measure  of  our  economic  profitability  and,  therefore,  is  a  more
appropriate  incentive for Asset  Investors  even if increased  management  fees
result.

We  indemnify  the  manager and its  affiliates  with  respect to all  expenses,
losses,  damages,  liabilities,  demands,  charges  or claims  of any  nature in
respect of acts or omissions of the manager made in good faith and in accordance
with the standards set forth in the management agreement.

Properties

The  manufactured  home  communities  in which we have  interests  are primarily
located in Arizona and Florida. We hold interests in these communities as owner,
ground  lessor or  mortgage  lender  (including  participating  mortgages).  The
following  table sets forth the states in which the communities in which we held
an interest on March 31, 1999 are located:

<TABLE>
<CAPTION>

                                                                             Number of Sites
                                                     -----------------------------------------------------------------
                                                                                                      Available for
                               Number of                                                                 Future
                              Communities               Developed             Ready for Homes          Development
                           ------------------        -----------------        -----------------     ------------------
<S>                                <C>                       <C>                       <C>                <C>
Arizona                            3                         337                       --                   206
Florida                            3                         595                       46                   942
California                         1                          --                       --                    30
                                 ---                       -----                    -----                ------
   Total                           7                         932                       46                 1,178
                                 ===                       =====                    =====                ======

</TABLE>

The following  table sets forth  information  regarding each  manufactured  home
community in which we own an interest:


<TABLE>
<CAPTION>


                                                                         Average
                                                                         Monthly                   
                                                Developed                  Rent     Sites Ready   Sites Available
  Community            Location                 Homesites    Occupancy   per Site    for Homes    for Development
 ------------------------------------------------------------------------------------------------------------------
 Owned Communities
<S>                <C>                               <C>       <C>          <C>          <C>           <C>
 Cypress Greens (1)Lakeland, FL                       85       100%         $192         22               --
 Lakeshore Villas  Tampa, FL                         290        96           324         --               --
 Riverside (1)     Ruskin, FL                        220        99           403         24              942
                                               --------------------------------------------------------------------
     Subtotal                                        595        98           334         46              942
                                               --------------------------------------------------------------------
 Participating Mortgage and Joint
   Venture Communities
 Fiesta Village    Mesa, AZ                          175        98           273         --              206 (2)
 Casa Encanta      Mesa, AZ                          111        87           350         --               -- (2)
 Southern Palms    Mesa, AZ                           51       100           203         --               -- (2)
 Cannery Village   Newport Beach, CA                  --        --            --         --               30
                                               --------------------------------------------------------------------
     Subtotal                                        337        95           288         --              236
                                               ====================================================================
 Total Communities                                   932        97%         $317         46            1,178
                                               ====================================================================
<FN>

1    We have leased  this  community  to a third party  under a long-term  lease
     in which we receive a base rent plus 50% of any profits from the community.
2    We  intend to redevelop  the Fiesta  Village,  Casa  Encanta,  and Southern
     Palms   communities   along  with  adjoining  vacant  land.  The   combined
     redevelopment will result in the additional 206 spaces.
</FN>
</TABLE>

                                     - 14 -
<PAGE>

Taxation of the Company

We have elected to be taxed as a REIT under the  Internal  Revenue Code of 1986,
as amended (the  "Code"),  and we intend to operate in a manner which will allow
us to avail ourselves of the beneficial tax provisions  applicable to REITs. Our
qualification  as a REIT  depends on our  ability to meet  various  requirements
imposed  by the  Code,  such as  specifications  relating  to  actual  operating
results, distribution levels and diversity of stock ownership.

If we  qualify  for  taxation  as a REIT,  we will  generally  not be subject to
Federal corporate income tax on our net income that is currently  distributed to
stockholders.  This treatment substantially eliminates the "double taxation" (at
the corporate and stockholder  levels) that generally results from investment in
a  corporation.  If we fail to qualify as a REIT in any taxable year, we will be
subject to Federal income tax at regular  corporate  rates on our taxable income
(including  any  applicable  alternative  minimum tax).  Even if we qualify as a
REIT, we may be subject to certain state and local income and other taxes and to
Federal income and excise taxes on our undistributed income.


                          RESULTS OF OPERATIONS FOR THE
                   THREE MONTHS ENDED MARCH 31, 1999 AND 1998

Comparison  of Three Months Ended March 31, 1999 to Three Months Ended March 31,
1998

Rental Property

Income from rental  properties  totaled  $498,000  during the three months ended
March 31, 1999. There were no such activities  during the same period in 1998 as
our first  acquisition  of interests in  manufactured  home  communities  was in
August 1998. As of March 31, 1999, we had invested  approximately $32 million in
seven communities.

Interest and Other Income

Interest  and other  income  during the three  months  ended  March 31, 1999 was
$701,000 compared to $1,053,000 for the same period in 1998. The decrease is due
to a reduction in cash and short-term  investments  used to fund  investments in
manufactured  home  communities  beginning in August 1998. The average  interest
rate earned on these funds was 4.9% and 5.4% during the three months ended March
31, 1999 and 1998, respectively.

CMBS Bonds

Income from CMBS bonds during the three  months ended March 31, 1999 was $38,00
and is comparable  to the same period in 1998.  This income is from our retained
equity interest in two CMBS bonds.

General and Administrative Expenses

Our general and administrative  expenses were $133,000 and $86,000 for the three
months ended March 31, 1999 and 1998, respectively. These expenses increased for
the period in 1999 compared to 1998 primarily due to increased  costs related to
shareholder  relations and due diligence  costs on potential  acquisitions  that
were not completed.

                                     - 15 -
<PAGE>

Management Fees

During the three months ended March 31, 1999, our management fees were $122,000,
consisting  of Base Fees of $75,000,  Acquisition  Fees of $42,000 and Incentive
Fees of $5,000.  During the three months ended March 31, 1998,  we incurred Base
Fees  of  $5,000  on  the   retained   equity   interest   from  the  CMBS  bond
resecuritization  and had no Acquisition Fees or Incentive Fees. The increase in
management  fees is  because  such  fees  are not  paid on cash  and  short-term
investments, which is what we held during the 1998 period.

Dividend Distributions

During the three months ended March 31, 1999, we  declared regular  dividends of
$.13 per share totaling  $1,347,000.  No dividends were declared during the same
period in 1998.

                         LIQUIDITY AND CAPITAL RESOURCES

As of  March  31,  1999,  we had  cash  and cash  equivalents  of  $956,000  and
short-term  investments of  $37,836,000.  Our principal  activities  that demand
liquidity  include our normal  operating  activities,  payments of principal and
interest on  outstanding  debt,  acquisitions  of or additional  investments  in
properties and payments of dividends to stockholders.

During the three months ended March 31, 1999, the net cash provided by operating
activities was $759,000  compared to $2,200,000  during the same period in 1998.
The decrease was  primarily a result of changes in accounts  payable and accrued
liabilities balances during the 1998 period.

Net cash used in investing  activities  was  $1,748,000  during the three months
ended March 31, 1999  compared to uses of  $2,480,000  during the same period in
1998. The net cash used in the 1999 period was primarily due to the $8.3 million
acquisitions  of interests in  manufactured  home  communities,  net of sales of
short-term investments used to fund such acquisitions, whereas the funds used in
the 1998 period were for the investment in Westrec Marina Management, Inc.

Net cash used in financing  activities  was $1,347,000 in the three months ended
March 31, 1999 due to the payment of dividends in the first  quarter of 1999. No
dividends were paid during the first quarter of 1998.

We  expect  to meet  our  long-term  liquidity  requirements  through  our  cash
balances, short-term investments,  long-term, secured borrowings, cash generated
by operations and issuance of equity securities.

                              FUNDS FROM OPERATIONS

We measure  our  economic  profitability  based on FFO,  less an annual  capital
replacement reserve of at least $50 per developed homesite. We believe that FFO,
less a reserve, provides investors with an understanding of our ability to incur
and service debt and make capital expenditures. The Board of Governors of NAREIT
defines FFO as net income (loss), computed in accordance with generally accepted
accounting  principles,  excluding gains and losses from debt  restructuring and
sales of  property,  plus real  estate  related  depreciation  and  amortization
(excluding   amortization  of  financing  costs),   and  after  adjustments  for
unconsolidated  partnerships  and joint  ventures.  We calculate FFO in a manner
consistent with NAREIT's  definition.  In our calculation we include adjustments
for fees incurred in connection with property acquisitions.

                                     - 16 -
<PAGE>

FFO should not be considered an alternative to net income or net cash flows from
operating  activities,  as  calculated  in accordance  with  generally  accepted
accounting  principles,  as an indication of our  performance or as a measure of
liquidity.  FFO is not  necessarily  indicative of cash available to fund future
cash needs.

For the three months ended March 31, 1999 and 1998, our FFO was (in thousands):

                                                           1999           1998
                                                         --------       --------

  Net income                                             $    982       $  1,002
  Real estate depreciation                                     89             --
  Acquisition fees                                             42             --
  Amortization of CMBS bonds                                   58             60
                                                         --------       --------
  Funds From Operations (FFO)                            $  1,171       $  1,062
                                                         ========       ========

  Weighted average common shares outstanding               10,364         10,342
                                                         ========       ========

                              YEAR 2000 COMPLIANCE

Year 2000  issues  have arisen  because  many  existing  computer  programs  and
chip-based  embedded technology systems use only the last two digits to refer to
a year,  and  therefore do not  properly  recognize a year that begins with "20"
instead of the familiar "19." If not corrected, many computer applications could
fail or create erroneous results.  The following disclosure provides information
regarding the current status of our Year 2000 compliance program.

Our critical  hardware and software  systems are currently Year 2000  compliant.
Upon  failure  of any  system,  data  included  in  critical  software  (such as
rent-rolls  and  certain   record-keeping   systems)  could  be  transferred  to
alternative  commercially  available  software at a reasonable cost and within a
reasonable time period. Consequently,  we would be able to continue our business
operations without any material interruption or material effect on our business,
results of operations or financial  condition.  In addition,  we anticipate that
any  hardware  or  software  that we acquire  (including  upgrades  to  existing
systems) between now and December 31, 1999 will be Year 2000 compliant.

Disruptions in the economy generally  resulting from Year 2000 issues could also
materially adversely affect us. Moreover,  because a large number of our tenants
may be dependent on social  security  payments to pay their rents,  a failure of
the  Social  Security  Administration  to cause  their  systems  to be Year 2000
compliant may result in a material adverse effect on our operations.  The Social
Security  Administration  has  announced  that they will have their systems Year
2000 compliant before January 1, 2000.

We believe that the cost of  modification  or  replacement of our less essential
accounting and reporting  software and hardware that is not currently  compliant
with Year 2000  requirements,  if any,  will not be  material  to our  financial
position or results of operations.

Item 3.           QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our  principal  exposure to market risk is through our various debt  instruments
and borrowings.  The following is a list of these debt instruments and borrowing
arrangements.

                                     - 17 -
<PAGE>

We  invest  funds  primarily  in  government  securities  and  other  short-term
investments  with  interest  rates  of  approximately  0.25%  above  the  London
Interbank Offered Rate ("LIBOR").  Accordingly,  changes in interest rates could
affect  the  returns  from  such  investments.  We  intend  to  invest  funds in
manufactured  home communities  during 1999,  however,  the timing and amount of
such investments  will depend on a number of factors.  See "Item 2. - Business -
Growth and Operating Strategies - Future Acquisitions."

We do not  currently  have any notes  payable  but  expect to borrow  amounts in
connection with acquisitions of communities.  We intend to borrow  non-recourse,
secured, fixed rate, fully amortizing debt in connection with such acquisitions.
Accordingly,  such debt  would not cause us  significant  exposure  to  changing
interest rates.

                                     PART II
                                OTHER INFORMATION

Item 6.           EXHIBITS AND REPORTS ON FORM 8-K.

           (a)    Exhibits:

Exhibit No.       Description

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

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

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

     27           Financial Data Schedule.

           (b)    Reports on Form 8-K:

                  No Current  Reports  on Form 8-K were filed by the  Registrant
                  during the period  covered  by this  Quarterly  Report on Form
                  10-Q.





                                     - 18 -
<PAGE>




                                    SIGNATURE

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                                      COMMERCIAL ASSETS, INC.
                                                      (Registrant)


Date:  May 7, 1999                                    By  /s/ David M. Becker
                                                        ------------------------
                                                         David M. Becker
                                                         Chief Financial Officer






                                     - 19 -