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

                               FORM 10-QSB

                                   
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934
        For the quarterly period ended January 31, 1999.

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

         For the transition period from ........... to ............
                     Commission File No. 33-85102

                   SEVEN FIELDS DEVELOPMENT COMPANY
            (Name of small business issuer in its charter)

           PENNSYLVANIA                           25-1561828
     (State of Incorporation)        (I.R.S. Employer Identification No.)

       2200 Garden Drive, Suite 200, Seven Fields, PA  16046-7846
          (Address of principal executive office with Zip Code)

                Issuer's telephone number (724) 776-5070
                                   
Check whether the issuer (1) has filed all reports required to be filed by
Sections 13 or 15(d) of the Exchange Act 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  XX            No ___


                 APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:
      As of January 31, 1999 there were 3,484,392 shares of the issuer's
                   beneficial interests outstanding

Transitional Small Business Disclosure Format
  Yes ____           No  XX
<PAGE>

                   SEVEN FIELDS DEVELOPMENT COMPANY
                                    

                               Form 10-QSB

          FOR THE THREE MONTHS ENDED JANUARY 31, 1999 AND 1998


                    PART I  -  Financial Information



The following financial information is provided in response to Items 1
and 2 of Form 10-QSB.

Item 1  -  Financial Statements

<PAGE>

                     SEVEN FIELDS DEVELOPMENT COMPANY
                               BALANCE SHEETS
               AS OF JANUARY 31, 1999 AND OCTOBER 31, 1998
<TABLE>
<CAPTION>
                                  ASSETS
                 
                                           1999                 1998
<S>                                   <C>                  <C>
Cash                                  $     237,696        $     106,865
Temporary investments                        62,542              308,103  
  Total Cash & Temporary Investments  $     300,238        $     414,968

Accounts and notes receivable, net of
  allowances of $57,492                     171,772              199,482
Mortgage notes receivable                   475,172              497,918
Capitalized development costs             4,830,251            5,282,662
Capitalized house construction costs,
  net of allowances                       3,908,276            3,606,597
Prepaid expenses and deposits               107,511               78,445
Property not currently under
  development, net of
  allowances of 123,788                   3,275,410            3,038,721
Deferred income tax assets                2,079,429            2,096,129

Property, Buildings &
  Equipment
Land                                  $     484,756        $     484,756
Buildings                                 1,294,345            1,294,345
Equipment and furnishings                   848,243              845,934 
Construction in progress                                                 

   Total Property, Buildings and
               Equipment              $   2,627,344        $   2,625,035
   Accumulated Depreciation                (609,167)            (581,633)

   Total Property, Buildings and
      Equipment, Net Of
      Accumulated Depreciation        $   2,018,177        $   2,043,402

             Total Assets             $  17,166,236        $  17,258,324
</TABLE>
<PAGE>
<TABLE>

                 LIABILITIES AND SHAREHOLDERS' DEFICIENCY
                                LIABILITIES
<CAPTION>

                                                1999            1998
<S>                                        <C>              <C>
Accounts payable and accrued expenses      $     255,859    $    580,812
Accrued estimated costs related to
  developed lots and buildings sold              916,664       1,041,873
Notes payable - credit lines                     454,000         196,000
Mortgages payable                                994,772         972,461
Customer deposits and advances                   159,049         106,245
General unsecured debt - minority
  investors                                    9,501,710       9,501,710
General unsecured debt -
  Seven Fields (Del), Inc.                    46,372,015      46,372,015
    Total Liabilities                      $  58,654,069    $ 58,771,116

<CAPTION>



                         SHAREHOLDERS' DEFICIENCY
<S>                                         <C>             <C>
Shares of beneficial interest, $1 par value
  5,000,000 shares authorized,
  3,484,392 shares issued and outstanding   $  3,484,392    $  3,484,392
Shareholders' deficit - excess of
  non-discharged debt over assets on
  November 7, 1987 (Date of reorganization)  (52,235,399)    (52,235,399)
Retained earnings, since November 7, 1987
  (Date of reorganization)                     7,263,174       7,238,215
 
    Total Shareholders' Deficiency          $(41,487,833)   $(41,512,792)



      Total Liabilities and
       Shareholders' Deficiency             $ 17,166,236    $ 17,258,324

</TABLE>
<PAGE>
<TABLE>


                     SEVEN FIELDS DEVELOPMENT COMPANY
                         STATEMENTS OF OPERATIONS
           FOR THE THREE MONTHS ENDED JANUARY 31, 1999 AND 1998
<CAPTION>

                                                1999            1998
<S>                                        <C>             <C>
Gross Revenue
Rental income                              $    22,402     $   128,108
Fees & other operating income                   12,950          19,281
Water revenue                                   47,749          39,619
Developed lot and house sales                1,815,060       2,656,713
Townhouse unit sales                                         3,967,900     
                                           $ 1,898,161     $ 6,811,621      

Costs & Expenses
Cost of Developed Lots &
  Houses Sold                              $ 1,493,852     $ 2,322,706

Cost of Townhouses Sold                                    $ 1,843,638

Other Operating Expenses*                  $   118,758     $   216,286

General & Administrative Expenses*         $   227,237     $   222,856

Depreciation Expense                       $    27,534     $    98,798

     Operating Income                      $    30,780     $ 2,107,337

Interest Expense*                          $    (5,327)    $   (31,624)
Interest Income                            $    16,206     $    10,343

Income Before Provision for Income Taxes   $    41,659     $ 2,086,056

Provision for Income Taxes                 $    16,700     $   835,500

Net Income                                 $    24,959     $ 1,250,556 

    Net Income Per Share,
     Basic and Fully Diluted              $    .01        $    .36 

Weighted Average Number of Shares            3,484,392       3,484,392

<FN>

* See details on following page.
</TABLE>
<PAGE>
<TABLE>


                     SEVEN FIELDS DEVELOPMENT COMPANY
                   STATEMENTS OF OPERATIONS - CONTINUED
                   DETAILS OF OTHER OPERATING EXPENSES,
         GENERAL AND ADMINISTRATIVE EXPENSES, AND INTEREST EXPENSE
           FOR THE THREE MONTHS ENDED JANUARY 31, 1999 AND 1998
<CAPTION>
                                                 1999           1998
<S>                                         <C>            <C>
Other Operating Expenses
Payroll, payroll taxes and benefits         $   176,679    $   180,828
Repairs & maintenance                            32,648         31,239
Utilities                                        27,852         25,603
Insurance                                        24,200         30,360
Property taxes                                    6,250         58,069
Other operating supplies & services              11,473         33,199

Total Other Operating Expenses              $   297,102    $   359,298

Less Expenses Capitalized To
  Development and Construction                 (160,344)      (143,012)

Net Other Operating Expenses                $   118,758    $   216,286


General And Administrative Expenses
Payroll, payroll taxes and benefits         $   112,069    $    94,320
Professional fees                                41,069         45,026
Other general and administrative
  expenses                                       85,877        100,667

Total General and Administrative
  Expenses                                  $   239,015    $   240,013

Less Expenses Capitalized To
  Development and Construction                  (11,778)       (17,157) 
Net General and Administrative
  Expenses                                  $   227,237    $   222,856


Interest Expense
  Total Interest Expense                    $    19,790    $    59,451

  Less Interest Capitalized to
    Development and House
    Construction                            $   (14,463)   $   (27,827)
                                    
  Net Interest Expense                      $     5,327    $    31,624

</TABLE>
<PAGE>
<TABLE>


                     SEVEN FIELDS DEVELOPMENT COMPANY
                      STATEMENT OF RETAINED EARNINGS
                   FOR THE THREE MONTHS ENDED JANUARY 31, 1999



                                    
                        
<S>                                                   <C>
Retained earnings - beginning                         $   7,238,215

Net income for the three month period                        24,959

Retained earnings - ending                            $   7,263,174

</TABLE>
<PAGE>
<TABLE>



                     SEVEN FIELDS DEVELOPMENT COMPANY
                         STATEMENTS OF CASH FLOWS
           FOR THE THREE MONTHS ENDED JANUARY 31, 1999 AND 1998
<CAPTION>
                                                1999            1998
<S>                                        <C>            <C>
Cash Flows From Operating Activities:
Net income                                 $    24,959    $  1,250,556
Provision for deferred income taxes             16,700         835,500
Depreciation                                    27,534          98,798
Capitalized development costs incurred        (252,540)       (216,431)
Capitalized house construction
  costs incurred                            (1,269,658)     (1,152,557)
Cost of lots & houses sold                   1,436,241       2,262,159
Changes in other assets & liabilities:
  Other assets                                  (1,356)        340,802
  Other liabilities                           (397,358)       (553,444)  
Net Cash Flows Provided By (Used In)
  Operating Activities                     $  (415,478)   $  2,865,383   

Cash Flows From Investing Activities:
Additions to property, buildings and
  equipment                                $    (2,309)   $    (58,818)
Payments on notes receivable                    22,746
Sale of property, buildings & equipment                        757,674
Total Cash Flows Provided By         
  Investing Activities                     $    20,437    $    698,856 

Cash Flows From Financing Activities:
Net borrowings on credit lines             $   258,000         250,000
Proceeds from borrowings                        32,500             
Repayment of loans payable                     (10,189)     (1,340,874)
   Total Cash Flows Provided by(Used In)
     Financing Activities                 $   280,311    $ (1,090,874) 

Net(Decrease)in Cash And
  Temporary Investments                    $  (114,730)   $  2,473,365  
Cash & Temporary Investments,
  Beginning of Period                      $   414,968    $    421,517  
Cash & Temporary Investments,
  End of Period                            $   300,238    $  2,894,882

Interest Expense Included in
  Net Income Above                         $     5,327    $     31,624
Interest Paid & Included in Capitalized
  Development & House Construction Costs   $    14,463    $     27,827

Total Interest Paid                        $    19,790    $     59,451

Income Taxes Paid                                 None            None

</TABLE>
<PAGE>

                     SEVEN FIELDS DEVELOPMENT COMPANY
                       NOTES TO FINANCIAL STATEMENTS
           FOR THE THREE MONTHS ENDED JANUARY 31, 1999 AND 1998

Basis of Presentation

The financial statements included herein have been prepared by the
Registrant, without audit, for filing with the Securities and Exchange
Commission pursuant to the rules and regulations of said commission. The
financial information presented herein, while not necessarily indicative of
results to be expected for the year, reflects adjustments comprising normal
recurring accruals which in the opinion of the Registrant are necessary for
the fair statement of the results for the periods indicated. This financial
information should be read in conjunction with the financial statements and
notes thereto included in the Registrant's Annual Report for the two years in
the period ended October 31, 1998.

For comparative purposes, certain 1998 amounts have been reclassified to
conform to the presentation adopted in 1999.

<PAGE>


Part I - Item 2                  Management Discussion and Analysis
                                 of Financial Condition and Results
                                 of Operations

Financial Condition

The Company's financial condition improved slightly due to generation of net
profit of $25,000 in the first three months of 1999. The Company purchased
one additional single family lot in the Nevillewood sub-division for $61,000,
of which a mortgage note of $32,000 was granted to the seller.  Cash borrowed
from credit lines totalled $350,000 for the quarter, while $92,000 was repaid
on such notes resulting in a $258,000 increase to cash.

Inventory at the end of the first quarter of 1999 consists of thirteen single
family homes, in various stages of construction, including ten homes under
agreement of sale and three homes available for sale. Also in inventory are
thirty-two multi-family homes, in various stages of construction, including
two model homes, ten homes under agreement of sale and twenty homes available
for sale.

Results of Operations for the Three Month Periods

In 1999, rental income decreased from the prior year's period by over
$105,000 due to the sale of townhouse units in January 1998. Since 71 of
these townhouse units were sold in the first quarter of 1998 and the
remainder of three units were sold in February 1998, gross revenue from
townhouse unit sales was $3,967,900 in 1998. Developed lot and house sales
decreased from 1998 to 1999 by nearly $842,000 due to sales of eight lots,
two houses, six multi-family units, and one commercial parcel in 1999,
compared with six lots, four houses and eleven multi-family units a year
earlier. As a result of the above variations, total gross revenue in the
period decreased by over $4.9 million from the prior year's period.

Cost of developed lots and houses sold decreased by almost $830,000 from 1998
to 1999 and cost of townhouses sold was over $1.8 million in 1998; both such
variations are due primarily to corresponding proportionate changes in sales
volumes.

<PAGE>

Part I - Item 2                  Management Discussion and Analysis
                                 of Financial Condition and Results
                                 of Operations

Results of Operations for Three Month Periods (Con't)

From 1998 to 1999 other operating expenses decreased by nearly $100,000 
due to decreased costs related to the townhouses and greater capitalization
of costs related to home construction in 1999. Depreciation expense also
decreased by over $71,000 due primarily to the first quarter 1998 sale of the
townhouses. 

Gross and net interest expense decreased from 1998 to 1999 due to pay offs of
the townhouse mortgage and credit lines. 

Due to the variations previously indicated, the Company's income, before
provision for income taxes, decreased from 1998 to 1999 by over $2.0 million.

The Company recognized a provision for income tax in 1999 of $16,700 and in
1998, $835,000; such amounts serve to reduce deferred income tax assets and
it is anticipated that no income tax will be paid this year. Upon adopting
Financial Accounting Standard #109 ("FAS 109") in 1994 the Company recognized
a $4 million dollar deferred tax asset, and, annually, values the
realizability of such asset based on the Company's ability to generate
sufficient revenue in future years. Based on the assets the Company currently
owns and its development plans, it is estimated that the deferred tax assets
will be utilized upon development and sale of the Company's remaining
property, and the Company has begun, effective November 1, 1996, recognizing
tax expense at a combined federal and state rate of 40%.
<PAGE>




Part II - Item 1     Legal Proceedings

None

<PAGE>
OTHER INFORMATION

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

             (a) Exhibits
                    None

             (b) Reports on Form 8-K
                    No reports on Form 8-K were filed during the
                    quarter ended January 31, 1999.



                                SIGNATURES





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.





                          Seven Fields Development Company



Date: March 1, 1999           By:  PAUL VOYTIK, PRESIDENT



Date: March 1, 1999           By:  LYNN HOFFMAN-KYLE, CHIEF FINANCIAL OFFICER