UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-Q/A

              [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

                For the transition period from _______ to _______

                         Commission File Number: 0-22299

                               SAXTON INCORPORATED
             (Exact name of registrant as specified in its charter)

                    NEVADA                             88-0223654
   (State or other jurisdiction of                   (I.R.S. Employer
    incorporation or organization)                 Identification No.)

                       5440 West Sahara Ave., Third Floor
                            Las Vegas, Nevada 89146
                                 (702) 221-1111
         (Address and telephone number of principal executive offices)

Indicate by check mark whether the registrant (1) has filed all reports required
to  be  filed  by  Sections  13 or 15 (d) of the Securities Exchange Act of 1934
during  the  preceding  twelve  months  (or  for  such  shorter  period that the
registrant  was  required to file such reports), and (2) has been subject to the
filing  requirements  for  the  past  90  days.

                         YES   [ ]           NO   [X]

Indicate  the  number  of  shares outstanding of each of the issuer's classes of
common  stock,  as  of  the  latest  practicable  date.

The  number of shares of common stock, par value $.001 per share, outstanding as
of  May  5,  1999  was  7,732,922.


<PAGE>

                      SAXTON INCORPORATED AND SUBSIDIARIES
                                  FORM 10-Q/A

<TABLE>
<CAPTION>
                                                                                             PAGE
                                                                                            NUMBER
                                                                                            ------
PART I.  FINANCIAL INFORMATION
<S>                             <C>                                                         <C>
     Item 1.                    Condensed Financial Statements

                                Condensed Consolidated Balance Sheets  -
                                December 31, 1998 and March 31, 1999 (as restated) . . . . . .   3

                                Condensed Consolidated Statements of Income -
                                Three Months Ended March 31, 1998 and 1999 (as restated) . . .   4

                                Condensed Consolidated Statement of  Stockholders'
                                Equity - Three Months Ended March 31, 1999 (as restated) . . .   5

                                Condensed Consolidated Statements of Cash Flows -
                                Three Months Ended March 31, 1998 and 1999(as restated) . . .  6-7

                                Notes to Condensed Consolidated Financial Statements . . .    8-15

     Item 2.                    Management's Discussion and Analysis of
                                Financial Condition and Results of Operations  . . . . . .   15-20

     Item 3.                    Quantitative and Qualitative Disclosures About Market Risk . .  20

PART II.  OTHER INFORMATION

     Item 1.                    Legal Proceedings  . . . . . . . . . . . . . . . . . . . . .    21

     Item 2.                    Changes in Securities . . . . . . . . . . . . . . . . . . . .   21

     Item 3.                    Defaults Upon Senior Securities and Use of Proceeds . . . . .   21

     Item 4.                    Submission of Matters to a Vote of Security Holders . . . . .   21

     Item 5.                    Other Information . . . . . . . . . . . . . . . . . . . . . .   21

     Item 6.                    Exhibits and Reports on Form 8-K . . . . . . . . . . . . . .    21

SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    22
</TABLE>


                                        2
<PAGE>
PART  I.     FINANCIAL  INFORMATION
ITEM  1.     CONDENSED  FINANCIAL  STATEMENTS

                      SAXTON INCORPORATED AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED BALANCE SHEETS
               (in thousands, except share and per share amounts)
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                   DECEMBER 31,      MARCH 31,
                               ASSETS                                  1998             1999
                                                                   -------------  ----------------
                                                                                   (as restated -
                                                                                    see note 2)
<S>                                                                <C>            <C>
Real estate properties:
 Operating properties, net of accumulated depreciation . . . . .   $      23,117  $         22,078
 Properties under development . . . . . . . . . . . . . . . . . .         79,418            85,741
 Land held for future development or sale . . . . . . . . . . . .          1,349             6,812
                                                                   -------------  ----------------
   Total real estate properties . . . . . . . . . . . . . . . . .        103,884           114,631

Cash and cash equivalents   . . . . . . . . . . . . . . . . . . .          1,331               863
Due from Tax Credit Partnerships  . . . . . . . . . . . . . . . .         31,997            31,634
Construction contracts receivable, net of allowance for doubtful
 accounts of $403 at December 31, 1998 and March 31, 1999 . . . .          8,773             8,657
Costs and estimated earnings in excess of billings on
 uncompleted contracts. . . . . . . . . . . . . . . . . . . . . .          2,618             1,990
Notes receivable  . . . . . . . . . . . . . . . . . . . . . . . .          1,000             1,451
Investments in joint ventures   . . . . . . . . . . . . . . . . .          3,577             3,622
Due from related parties  . . . . . . . . . . . . . . . . . . . .            154               145
Prepaid expenses and other assets . . . . . . . . . . . . . . . .         17,661            16,453
                                                                   -------------  ----------------
     Total assets . . . . . . . . . . . . . . . . . . . . . . . .  $     170,995  $        179,446
                                                                   =============  ================

               LIABILITIES AND STOCKHOLDERS' EQUITY

Accounts payable and accrued expenses . . . . . . . . . . . . . .  $      24,892  $         25,085
Tenant deposits and other liabilities . . . . . . . . . . . . . .          6,295             6,085
Billings in excess of costs and estimated earnings
 on uncompleted contracts . . . . . . . . . . . . . . . . . . . .            181               888
Notes payable . . . . . . . . . . . . . . . . . . . . . . . . . .         88,306            96,057
Notes payable to related parties  . . . . . . . . . . . . . . . .         12,016            11,111
Long-term capital lease obligations   . . . . . . . . . . . . . . .        1,118             1,179
                                                                   -------------  ----------------
     Total liabilities. . . . . . . . . . . . . . . . . . . . . .        132,808           140,405

Commitments and contingencies (notes 5, 9 and 12)

Stockholders' equity:
Common stock, $.001 par value.  Authorized 50,000,000
 shares; issued and outstanding 7,732,922 at December 31, 1998
 and March 31, 1999 . . . . . . . . . . . . . . . . . . . . . . .              8                 8
Preferred stock, $.001 par value. Authorized 5,000,000
 shares; no shares issued and outstanding . . . . . . . . . . . .              -                 -
Additional paid-in capital                                                21,482            21,482
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . .         16,697            17,551
                                                                   -------------  ----------------
     Total stockholders' equity . . . . . . . . . . . . . . . . .         38,187            39,041
                                                                   -------------  ----------------

     Total liabilities and stockholders' equity . . . . . . . . .  $     170,995  $        179,446
                                                                   =============  ================
</TABLE>

     See accompanying notes to condensed consolidated financial statements.


                                        3
<PAGE>
                      SAXTON INCORPORATED AND SUBSIDIARIES

                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
               (in thousands, except share and per share amounts)
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                                 THREE MONTHS ENDED
                                                                                       MARCH 31,
                                                                     --------------------------------------
                                                                             1998                1999
                                                                     --------------------  ----------------
                                                                                            (as restated -
                                                                                             see note 2)
REVENUE:
<S>                                                                  <C>                   <C>
 Construction revenue, including Tax Credit
   Partnership construction revenue of $4,230 and $3,913
   for the three months ended March 31, 1998 and 1999, respectively  $             5,737   $          4,750
 Sales of homes . . . . . . . . . . . . . . . . . . . . . . . . . .                2,785             21,671
 Sales of commercial properties   . . . . . . . . . . . . . . . . .                2,834              1,550
 Rental revenue . . . . . . . . . . . . . . . . . . . . . . . . . .                  924              1,010
 Other revenue  . . . . . . . . . . . . . . . . . . . . . . . . . .                  429                571
                                                                     --------------------  ----------------
     Total revenue. . . . . . . . . . . . . . . . . . . . . . . . .               12,709             29,552
                                                                     --------------------  ----------------

COST OF REVENUE:
 Cost of construction, including Tax Credit Partnership cost of
   construction of $3,012 and $2,686 for the three months ended
   March 31, 1998 and 1999, respectively. . . . . . . . . . . . . .                4,503              3,868
 Cost of homes sold   . . . . . . . . . . . . . . . . . . . . . . .                2,344             19,230
 Cost of commercial properties sold   . . . . . . . . . . . . . . .                2,580              1,006
 Rental operating cost  . . . . . . . . . . . . . . . . . . . . . .                  175                287
                                                                     --------------------  ----------------
     Total cost of revenue. . . . . . . . . . . . . . . . . . . . .                9,602             24,391
                                                                     --------------------  ----------------

 Gross profit   . . . . . . . . . . . . . . . . . . . . . . . . . .                3,107              5,161
                                                                     --------------------  ----------------
 General and administrative expenses  . . . . . . . . . . . . . . .                  752              2,040
 Depreciation and amortization    . . . . . . . . . . . . . . . . .                  391                531
                                                                     --------------------  ----------------
     Operating income . . . . . . . . . . . . . . . . . . . . . . .                1,964              2,590
                                                                     --------------------  ----------------
OTHER EXPENSE:
 Interest expense, net of interest income of $293 and $245 for the
   three months ended March 31, 1998 and 1999, respectively . . . .                 (367)           (1,352)
 Joint venture loss  . . . . . . . . . . . . .  . . . . . . . . . .                   (2)               (6)
                                                                     --------------------  ----------------
     Total other expense . . . . . . . . . . .  . . . . . . . . . .                 (369)           (1,358)
                                                                     --------------------  ----------------
Income before provision for income taxes  . . . . . . . . . . .  .                 1,595              1,232
Provision for income taxes    . . . . . . . . . . .  . . . . . . .                   444                378
                                                                     --------------------  ----------------
     Net income . . . . . . . . . . . . . . . . . . . . . . . . . .  $             1,151   $            854
                                                                     ====================  ================
EARNINGS PER COMMON SHARE:
Basic:
-------------------------------------------------------------------
Net income     . . . . . . . . . . .  . . . . . . . . . .. . . . .   $              0.15   $           0.11
                                                                     ====================  ================

Weighted-average number of common shares outstanding                           7,624,310          7,732,922
                                                                     ====================  ================

Diluted:
-------------------------------------------------------------------
Net income     . . . . . . . . . . .  . . . . . . . . . . . . . .   $              0.15   $           0.11
                                                                     ====================  ================
Weighted-average number of common shares outstanding assuming
 dilution    . . . . . . . . . . .  . . . . . . . . . . . . . . .             7,679,049          7,734,817
                                                                     ====================  ================
</TABLE>

     See accompanying notes to condensed consolidated financial statements.


                                        4
<PAGE>
                      SAXTON INCORPORATED AND SUBSIDIARIES

            CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                        THREE MONTHS ENDED MARCH 31, 1999
                                 (in thousands)
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                 ADDITIONAL
                                             SHARES     COMMON     PAID-IN    RETAINED
                                           OUTSTANDING   STOCK     CAPITAL    EARNINGS    TOTAL
                                           -----------  -------  -----------  ---------  -------
<S>                                        <C>          <C>      <C>          <C>        <C>

Balance at December 31, 1998. . . . . . .        7,733  $     8  $    21,482  $  16,697  $38,187

Net income for the three months
ended March 31, 1999 (as restated -
 see note 2). . . . . . . . . . . . . . .            -        -            -        854      854
                                           -----------  -------  -----------  ---------  -------
Balance at March 31, 1999 (as restated -
 see note 2). . . . . . . . . . . . . . .        7,733  $     8  $    21,482  $  17,551  $39,041
                                           ===========  =======  ===========  =========  =======
</TABLE>

     See accompanying notes to condensed consolidated financial statements.


                                        5
<PAGE>
                      SAXTON INCORPORATED AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)
                                   (unaudited)
<TABLE>
<CAPTION>
                                                                                   THREE MONTHS ENDED
                                                                                        MARCH 31,
                                                                       --------------------------------------
                                                                               1998                1999
                                                                       --------------------  ----------------
                                                                                              (as restated -
                                                                                               see note 2)
<S>                                                                    <C>                   <C>
Cash flows from operating activities:
---------------------------------------------------------------------
 Net income                                                            $             1,151   $           854
 Adjustments to reconcile net income to net cash used in
    operating activities:
     Depreciation and amortization. . . . . . . . . . . . . . . . . .                  391               531
     Gain on sales of commercial properties . . . . . . . . . . . . .             (    254)        (     671)
     Joint venture loss . . . . . . . . . . . . . . . . . . . . . . .                    2                 5
     Increase in investments in joint ventures. . . . . . . . . . . .                    -         (      50)
     Changes in operating assets and liabilities:
       Decrease (increase) in due from Tax Credit Partnerships. . . .             (  4,971)              363
       Decrease (increase) in construction contracts receivable . . .             (    846)              116
       Decrease in costs and estimated earnings in excess of billings
         on uncompleted contracts . . . . . . . . . . . . . . . . . .                2,704               628
       Increase in properties under development . . . . . . . . . . .             (  3,590)        (  10,468)
       Decrease in prepaid expenses and other assets. . . . . . . . .                  587             1,201
       Increase (decrease) in accounts payable and accrued expenses .             (  1,382)              193
       Increase (decrease) in billings in excess of costs and
         estimated earnings on uncompleted contracts. . . . . . . . .             (    662)              707
       Increase (decrease) in tenant deposits and other liabilities .                  123              (210)
                                                                       --------------------  ----------------

         Net cash used in operating activities. . . . . . . . . . . .               (6,747)           (6,801)
                                                                       --------------------  ----------------

Cash flows from investing activities:
---------------------------------------------------------------------
 Expenditures for property acquisitions and improvements                          (  3,394)         (  1,313)
 Proceeds from sales of commercial properties                                            -             1,550
 Increase in notes receivable from related parties                                (     19)         (     28)
 Payments from notes receivable from related parties                                     2                37
 Increase in notes receivable                                                     (    404)         (    949)
 Payments from notes receivable                                                        120               248
 Cash paid to acquire net assets of Maxim Homes, Inc.                             (    785)                -
                                                                       --------------------  ----------------

         Net cash used in investing activities. . . . . . . . . . . .             (  4,480)         (    455)
                                                                       --------------------  ----------------
Cash flows from financing activities:
---------------------------------------------------------------------
 Proceeds from issuance of notes payable . . . . . . . . . . .  . .                 17,145            26,176
 Payments on notes payable and capital lease obligations  . . . . .               (  5,286)        (  18,483)
 Proceeds from issuance of notes payable to related parties . . . .                    903               300
 Payments on notes payable to related parties . . . . . . . . . . .               (    902)        (   1,205)
                                                                       --------------------  ----------------

         Net cash provided by financing activities. . . . . . . . .                 11,860             6,788
                                                                       --------------------  ----------------

         Net increase (decrease) in cash and cash equivalents  . . .                   633         (     468)
 Cash and cash equivalents:
   Beginning of period  . . . . . . . . . . .  . . . . . . . . . . .                 1,110             1,331
                                                                       --------------------  ----------------

   End of period . . . . . . . . . . .  . . . . . . . . . . .  . . .    $             1,743   $           863
                                                                       ====================  ================
</TABLE>

     See accompanying notes to condensed consolidated financial statements.


                                        6
<PAGE>
                      SAXTON INCORPORATED AND SUBSIDIARIES

           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED
                                 (in thousands)
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                                    THREE MONTHS ENDED
                                                                                         MARCH 31,
                                                                         -------------------------------------
                                                                                1998                1999
                                                                         -------------------  ----------------
                                                                                               (as restated -
                                                                                                   see note 2)
<S>                                                                      <C>                  <C>
Supplemental disclosure of cash flow information:
-------------------------------------------------
   Cash paid during the period for interest, net of amounts capitalized  $             1,303  $          2,251
                                                                         ===================  ================

   Cash paid during the period for income taxes . . . . . . . . . . . .  $             2,369  $              9
                                                                         ===================  ================

Non-cash financing and investing activities:
--------------------------------------------
   Common stock issued to acquire net assets of
     Maxim Homes, Inc . . . . . . . . . . . . . . . . . . . . . . . . .  $               338  $              -
                                                                         ===================  ================

   Capital lease obligation recorded in connection with equipment
     acquisitions . . . . . . . . . . . . . . . . . . . . . . . . . . .  $                18  $            119
                                                                         ===================  ================

   Recognition of revenue for the prior sale of a commercial
     property which was subject to certain conditions . . . . . . . . .  $             2,834  $              -
                                                                         ===================  ================
</TABLE>


     See accompanying notes to condensed consolidated financial statements.


                                        7
<PAGE>
                      SAXTON INCORPORATED AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)

NOTE  1.   DESCRIPTION  OF  SAXTON  INCORPORATED

     Saxton  Incorporated  ("Saxton"  or  the  "Company")  is  a  leader  in the
affordable  housing  industry  and a diversified real estate development company
operating  in  the  fast  growing  Las  Vegas, Phoenix, Salt Lake City, Reno and
Tucson markets.  The Company's business is comprised of four components: (i) the
design,  development,  construction  and  sale  of single-family homes; (ii) the
performance  of  design-build  services  for  third-party clients, including tax
credit partnerships ("design-build services"); (iii) the design, development and
construction  of  income  producing  portfolio  properties;  and  (iv)  property
operations  and  management.  The  properties  consist  of office and industrial
buildings,  retail  centers, apartments, single-family homes and land in various
phases  of development.  The Company also has non-controlling interests in joint
ventures  that  are  engaged  in  the  acquisition,  development,  ownership and
operation  of  real  property.

     On  June  24,  1997, the Company completed its initial public offering (the
"Offering")  of  2,275,000 shares of the Company's common stock ("Common Stock")
at  $8.25  per share.  The net proceeds of approximately $17.3 million were used
as  follows:  (i)  $8.1  million  to  repay  indebtedness, of which $3.4 million
represented  indebtedness  to  the  Company's  principal  stockholders  and $1.7
million  represented indebtedness to other related parties; (ii) $5.6 million to
acquire land for future development; (iii) $2.8 million to acquire the interests
of  various  third-party  partners in certain properties; and (iv) approximately
$800,000  for  development  activities  and  general  corporate  purposes.

     The  Company's  development  experience and expertise enable it to identify
and  take  advantage  of  market  opportunities and to minimize the risk of real
estate cycles. In 1995, management recognized the need for affordable housing in
the  Las  Vegas  market and began to develop value-priced single-family detached
homes.  The  Company  opened  its  first single-family home development in April
1996  and  its  second  home  development  in  early  1997.


NOTE  2.   RESTATEMENT  OF  QUARTERLY  INFORMATION

     Subsequent  to  the  issuance  of  the  Company's  March 31, 1999 condensed
consolidated financial  statements, the  Company's  management  determined  that
certain interest  and  indirect  construction costs capitalized should have been
charged to expense as incurred,  and certain capitalized interest costs were not
appropriately  charged  to  cost  of  revenue when  sales of home and commercial
properties were recognized.  As a result, the  accompanying financial statements
as and for the three months ended March 31, 1999 have been restated from amounts
previously reported  to  appropriately  account  for  these  transactions.   The
following is a summary  of  the effects of the restatement (in thousands, except
per share data):

<TABLE>
<CAPTION>
                                                     AS OF MARCH 31, 1999
                                            -------------------------------------
                                            AS PREVIOUSLY REPORTED   AS RESTATED
                                            -----------------------  ------------
Balance Sheet Data:
<S>                                         <C>                      <C>
Property under development . . . . . . . .  $                85,814  $     85,741
Total real estate properties . . . . . . .                  114,704       114,631
Prepaid expenses and other assets. . . . .                   17,747        16,453
Total assets . . . . . . . . . . . . . . .                  180,813       179,446
Accounts payable and accrued expenses. . .                   25,505        25,085
Total liabilities. . . . . . . . . . . . .                  140,825       140,405
Retained earnings. . . . . . . . . . . . .                   18,498        17,551
Stockholders' equity . . . . . . . . . . .                   39,988        39,041
Total liabilities and stockholders' equity                  180,813       179,446
</TABLE>


                                        8
<PAGE>
<TABLE>
<CAPTION>
                                                     FOR THE THREE MONTHS ENDED
                                                            MARCH 31, 1999
                                          -------------------------------------------
                                             AS PREVIOUSLY REPORTED      AS RESTATED
                                          ----------------------------  -------------
<S>                                       <C>                           <C>
Statements of Income Data:
Cost of construction . . . . . . . . . .  $                      3,888  $       3,868
Cost of homes sold . . . . . . . . . . .                        19,074         19,230
Total cost of revenue. . . . . . . . . .                        24,255         24,391
Gross profit . . . . . . . . . . . . . .                         5,297          5,161
General and administrative expenses. . .                         1,866          2,040
Operating income . . . . . . . . . . . .                         2,900          2,590
Interest expense . . . . . . . . . . . .                        (  295)      (  1,352)
Total other expense. . . . . . . . . . .                        (  301)      (  1,358)
Income before provision for income taxes                         2,599          1,232
Provision for income taxes . . . . . . .                           798            378
Net income . . . . . . . . . . . . . . .                         1,801            854
Earnings per common share:
Basic. . . . . . . . . . . . . . . . . .  $                       0.23  $        0.11
Diluted. . . . . . . . . . . . . . . . .  $                       0.23  $        0.11
</TABLE>


NOTE  3.   ACQUISITIONS

     On  March  20, 1998, the Company acquired all of the capital stock of Maxim
Homes,  Inc. ("Maxim"),  a  Utah homebuilder.  The acquisition was accounted for
using  the  purchase  method  of  accounting.  Maxim  operates  principally as a
single-family residential homebuilder, specializing in  building homes generally
ranging  in  price from $145,000 to $185,000.  The consideration paid at closing
for  this  acquisition  consisted  of: (i) $224,000  in cash; (ii) approximately
$338,000  in  the  Company's  Common  Stock  (42,280  shares valued at $8.00 per
share);  and  (iii)  $569,000  in  cash  to  retire  a  portion of Maxim's debt.
In addition, the Company may make five annual installments ("earn-out payments")
on  March  31  of  each  year  beginning  in  1999, subject to certain levels of
required income.  These earn-out  payments  are  based on a specified percentage
of estimated after-tax net income of  the  Salt Lake City real estate operations
of  the  Company and are to be made 50%  in  the  Company's Common Stock and 50%
in cash.  No earn-out payments were required  or  paid  for  the  first  quarter
of  1999.

     On  November  13,  1998, the Company acquired the outstanding capital stock
and  ownership  interests of Diamond Key Homes, Inc. ("Diamond Key") and certain
related  entities.  The  purchase was accounted for using the purchase method of
accounting  and  the  price  was  approximately  $10.9  million  paid in cash at
closing,  approximately $250,000 expected to be paid in 1999, with an additional
amount  of  $2.0  million to be paid 50% in cash and 50% in the Company's Common
Stock  one  year  from  the  date  of  closing.

     On December 22, 1998, the Company acquired the outstanding capital stock of
HomeBanc  Mortgage  Corporation  ("HomeBanc").  The  purchase  was accounted for
using  the  purchase method of accounting and the price was $474,000 paid in the
form  of  71,500  shares  of  the  Company's  Common  Stock  at  closing.

     Goodwill related to the acquisitions of  Maxim, Diamond Key and HomeBanc is
amortized  over  15  years.  The  operations  of  these  three acquisitions were
included  in  the  Company's  Consolidated  Statements  of  Income  since  their
acquisition  dates.

     All  revenue was generated from Nevada for the three months ended March 31,
1998.  For  the  three  months  ended March 31, 1999, 44.5% of total revenue was
from  Nevada,  42.2%  from  Arizona  and  13.3%  from  Utah.

NOTE  4.   BASIS  OF  PRESENTATION

     The  accompanying  condensed  consolidated  unaudited  interim  financial
statements  of  the  Company  have  been  prepared  in conformity with generally
accepted  accounting principles ("GAAP") and reflect all adjustments (consisting
of  normal  recurring  adjustments)  which  are,  in  the opinion of management,
necessary for a fair statement of the results of operations for the three months
ended  March  31,  1998 and 1999. These condensed consolidated unaudited interim
financial  statements  should  be read in conjunction with the Company's audited
consolidated  financial  statements and the notes thereto as of and for the year
ended  December  31, 1998, which are included in the Company's Form 10-K/A filed
with  the  Securities  and  Exchange  Commission for the year ended December 31,
1998.  Certain  reclassifications  have  been made to conform prior periods with
the  current  period  presentation.


                                        9
<PAGE>
     The  Company  historically  has  experienced,  and  expects  to continue to
experience, variability in quarterly sales and revenues. The combined results of
operations  for  the  three  months  ended  March  31,  1999 are not necessarily
indicative  of  the results to be expected for the full year.  See "Management's
Discussion and Analysis of Financial Condition and Results of Operations - Risks
and  Related  Factors."

     The  preparation  of  financial statements in conformity with GAAP requires
management to make estimates and assumptions that effect the reported amounts of
assets  and  liabilities  and  disclosure  of  contingent  assets and contingent
liabilities  at the date of the financial statements and the reported amounts of
revenues  and expenses during the reporting periods. Actual results could differ
materially  from  those  estimates.


                                       10
<PAGE>

NOTE  5.   REAL  ESTATE  OPERATING  PROPERTIES

     Real  estate operating properties are summarized as follows (in thousands):

<TABLE>
<CAPTION>
                                           DECEMBER 31, 1998    MARCH 31, 1999
                                          -------------------  ----------------
Cost:
<S>                                       <C>                  <C>
 Buildings . . . . . . . . . . .          $           19,530   $        18,830
 Tenant improvements . . . . . .                         761               510
 Land  . . . . . . . . . . . . .                       6,122             5,867
                                          -------------------  ----------------
Real estate operating properties at cost              26,413            25,207
Less accumulated depreciation and
 amortization. . . . . . . . . .                 (     3,296)       (    3,129)
                                          -------------------  ----------------
Real estate operating properties, net     $           23,117   $        22,078
                                          ===================  ================
</TABLE>

     Depreciation  expense  relating to real estate operating properties for the
three  months  ended  March  31,  1998  and  1999  was  $178,000  and  $167,000,
respectively.

NOTE  6.   CONSTRUCTION  CONTRACTS

     Construction  contracts  receivable  includes  amounts  retained  pending
contract completion, aggregating approximately $155,000 at December 31, 1998 and
March  31,  1999.  Based  on  anticipated completion dates, these retentions are
expected  to  be  collected  within  the  next  twelve  months.

     Accounts  payable  and  accrued  expenses  include amounts retained pending
subcontract  completion,  aggregating approximately $3.1 million at December 31,
1998  and  $3.3  million  at  March  31,  1999.

     Costs and estimated earnings in excess  of  billings,  net,  on uncompleted
contracts,  are  summarized  as  follows  (in  thousands):

<TABLE>
<CAPTION>
                                           DECEMBER 31, 1998    MARCH 31, 1999
                                          -------------------  ----------------
<S>                                       <C>                  <C>
Costs incurred to date . . . . . . . . .  $           98,470   $       101,655
Estimated earnings to date . . . . . . .              30,694            32,033
                                          -------------------  ----------------
                                                     129,164           133,688
Less billings to date. . . . . . . . . .            (126,727)         (132,586)
                                          -------------------  ----------------
Cost and estimated earnings in excess of
billings, net. . . . . . . . . . . . . .  $            2,437   $         1,102
                                          ===================  ================
</TABLE>

     Costs  and estimated earnings in excess of billings, net, are shown on the
accompanying Condensed Consolidated Balance Sheets as follows (in thousands):

<TABLE>
<CAPTION>
                                           DECEMBER 31, 1998    MARCH  31, 1999
                                           -------------------  -----------------
<S>                                        <C>                  <C>
Costs and estimated earnings in excess of
billings on uncompleted contracts . . . .  $            2,618   $          1,990
Billings in excess of costs and estimated
earnings on uncompleted contracts . . . .              (  181)           (   888)
                                           -------------------  -----------------
Costs and estimated earnings in excess of
billings, net . . . . . . . . . . . . . .  $            2,437   $          1,102
                                           ===================  =================
</TABLE>

     The  asset  "Costs  and  estimated  earnings  in  excess  of  billings  on
uncompleted  contracts"  represents construction revenue recognized in excess of
amounts  billed  in  the  respective  construction  contracts.  The  liability
"Billings  in  excess  of  costs  estimated  earnings  on uncompleted contracts"
represents  amounts  billed  in  excess  of revenue recognized on the respective
construction  contracts.


                                       11
<PAGE>

NOTE  7.   PREPAID  EXPENSES  AND  OTHER  ASSETS

     Prepaid  expenses and other assets consist of the following (in thousands):
<TABLE>
<CAPTION>
                                                        DECEMBER 31, 1998   MARCH 31, 1999
                                                        ------------------  ---------------
<S>                                                     <C>                 <C>
Rental and other accounts receivable . . . . . . . . .  $              575  $           650
Goodwill . . . . . . . . . . . . . . . . . . . . . . .               7,877            7,770
Development costs. . . . . . . . . . . . . . . . . . .               2,598            1,237
Deferred tax assets, net . . . . . . . . . . . . . . .                  74               95
Furniture and equipment, net . . . . . . . . . . . . .               1,379            1,425
Option and escrow deposits and impounds. . . . . . . .               3,087            3,301
Inventories. . . . . . . . . . . . . . . . . . . . . .                 101              112
Other assets, primarily prepaid expenses and loan fees               1,970            1,863
                                                        ------------------  ---------------
                                                        $           17,661  $        16,453
                                                        ==================  ===============
</TABLE>

NOTE  8.   NOTES  PAYABLE

<TABLE>
<CAPTION>
<S>                                                                          <C>           <C>
Notes payable consist of the following (in thousands):                       DECEMBER 31,  MARCH 31,
                                                                                 1998         1999
                                                                             ------------  ----------
Notes payable to various financial institutions, maturing at dates ranging
  between April 1999 and November 2027.  The notes bear interest
  monthly at various rates ranging from 7.9% to 13.0%. (1)(2)(3)             $     72,328  $   78,682

Notes payable to various individuals, maturing at dates ranging between
  June 1999 and  March 2000.  The notes bear interest at various rates
  ranging from 15.0% to 24.0%.  . . . . . . . . . . . . . . . . . .                15,875      17,375

Other    . . . . . . . . . . . . . . . . . .  . . . . . . . . . . .                   103          --
                                                                             ------------  ----------
                                                                             $     88,306  $   96,057
                                                                               ==========  ==========
<FN>
     (1)  On  February  9,  1998, the Company signed a definitive loan agreement for a $10.0 million revolving line of credit
with  a  financial institution.  The line of credit provides for borrowings of up to $1.0 million for general working capital
requirements,  $4.0  million  for  acquisition  and  development,  including strategic acquisitions and $5.0 million for land
acquisitions.  Borrowing  under  the  line  of  credit  is  secured by the pledge of certain Company receivables and any land
acquired  with  borrowings  under the line of credit and bears interest at one percent over the lender's prime rate in effect
from time to time.  The agreement is also subject to certain financial covenants and matures May 1, 1999.  As of December 31,
1998  and  March  31,  1999,  the  Company  had  outstanding indebtedness of $5.0 million and $7.9 million, respectively, and
available  borrowings  of  $5.0  million  and  $2.1  million,  respectively,  under  this  agreement.


     (2)  On July 30, 1997, the Company entered into a $5.0 million revolving line of credit agreement (the "Agreement") with
a financial institution. Loans  under  the  Agreement  bear  monthly  interest at 1.5% above the prime rate as defined in the
Agreement  (9.25%  at  December  31,  1998  and  March 31, 1999), and require the Company to pay a loan fee of 0.25% for each
disbursement.  Loans  under the Agreement are available only for the acquisition of land and are secured by first trust deeds
on  certain  real  property.  As  of  December  31, 1998 and March 31, 1999, the Company had outstanding indebtedness of $1.9
million  and  $2.2  million, respectively, and available borrowings of $3.1 million and $2.8 million, respectively, under the
Agreement.  Under  the  terms of the Agreement, the Company is required to meet certain financial covenants.  The Company was
in  compliance  with  those  covenants  at  March  31,  1999.


     (3)  Through  April  30, 1999, $3.2 million of notes payable maturing in April 1999 have been extended with new maturity
dates  ranging  from  June 1999 to February 2000.  For the remaining notes payable with maturity dates in 1999, management is
negotiating  refinancing  alternatives  with  the  applicable  lenders.
</TABLE>

     During  1997, 1998 and 1999, the Company entered into various notes payable
representing  borrowings  from  an  unaffiliated  individual.  These  notes bear
interest  and  mature  on  the following dates:  $7.6 million at 20% maturing on
September  23,  1999;  $1.0  million at 20% maturing on November 20, 1999;  $1.0
million  at  20% maturing on March 17, 2000; $500,000 at 24% maturing on July 9,
1999;  $1.0  million  at  24% maturing on September 3, 1999; $5.3 million at 15%
maturing  on  August  1,  1999;  and  $985,347 at 20% maturing on June 26, 1999.


                                       12
<PAGE>

NOTE  9.   NOTES PAYABLE TO RELATED PARTIES AND OTHER RELATED PARTY TRANSACTIONS

     Notes  payable  to  related  parties are unsecured notes payable to certain
stockholders,  officers  and  Directors of the Company for development purposes.
Interest  only  payments  are due monthly at rates ranging from 12% to 18%, with
all  amounts  due  at  various  dates  in  1999.

     During the fourth quarter of 1998,  the  Company's  President and principal
stockholder,  James  C.  Saxton,  pledged  3,471,590  shares of Common Stock, or
approximately  44.9%  of  its outstanding shares, as collateral for two loans to
Mr. Saxton.  Mr. Saxton reloaned the proceeds from such loans to the Company for
use in connection with the acquisition of Diamond Key.  The two notes payable to
Mr. Saxton aggregating $7.6 million bear interest at 12% per annum and mature on
August  1,  1999.  The  Company  intends  to refinance the loans from Mr. Saxton
prior  to  their maturities.  The Company understands that Mr. Saxton intends to
repay,  in  full,  the loans from the two lenders upon repayment of the loans he
has  made  to  the  Company.

NOTE  10.   EARNINGS  PER  COMMON  SHARE

     As  required  by SFAS No. 128, "Earnings per Share," ("EPS"), the following
tables reconcile net income applicable to common stockholders, basic and diluted
shares  and  EPS  for  the following periods (in thousands, except share and per
share  amounts):


<TABLE>
<CAPTION>
                             THREE MONTHS ENDED MARCH 31, 1998  THREE MONTHS ENDED MARCH 31, 1999
                             ---------------------------------  ---------------------------------
                                                    PER-SHARE                       PER-SHARE
                                INCOME    SHARES      AMOUNT    INCOME    SHARES      AMOUNT
                                -------  ---------  ----------  -------  ---------  ----------
<S>                             <C>      <C>        <C>         <C>      <C>        <C>
Net income . . . . . . . . . .  $ 1,151                         $   854
Basic EPS
------------------------------
Income applicable to
  common stockholders. . . . .    1,151  7,624,310  $     0.15      854  7,732,922  $     0.11
                                -------  ---------  ==========  -------  ---------  ==========

Effect of dilutive securities:
Stock options. . . . . . . . .        -     54,739                    -      1,895
                                -------  ---------              -------  ---------
Diluted EPS
------------------------------
Income applicable to
  common stockholders
  and assumed conversions. . .  $ 1,151  7,679,049  $     0.15  $   854  7,734,817  $     0.11
                                =======  =========  ==========  =======  =========  ==========
</TABLE>

     The  Company  had  options  outstanding  to purchase Common Stock that were
excluded  from  the  computation  of  Diluted EPS since their exercise price was
greater than the average market price.  The antidilutive options outstanding for
March  31,  1998  and  1999  were  51,050  and  419,450,  respectively.

NOTE  11.   MANAGEMENT  STOCK  OPTION  PLAN

     On  June  30, 1997, the Company adopted a Management Stock Option Incentive
Plan (the "Option Plan") which provides for the grant of options to employees to
purchase  Common  Stock  up  to a maximum of 500,000 shares. Stock options which
terminate  without having been exercised, shares forfeited or shares surrendered
will  again be available for distribution in connection with future awards under
the  Option Plan. On December 7, 1998, the Company's Board of Directors approved
an  increase  from  500,000  to 750,000 in the number of shares subject to stock
options under the Option Plan.  The increase is subject to majority ratification
or  approval,  in  accordance  with Section 14 of the Securities Exchange Act of
1934,  by  the  stockholders  not  later  than  the  next  annual  meeting  of
stockholders.  Any  such  additional  options  granted  under  the  Plan will be
subject  to  such  stockholder  approval.  As of March 31, 1999, the Company had
outstanding  441,100  stock  options  to  certain  officers and employees of the
Company  pursuant  to  the Option Plan.  These options will vest in equal annual
installments  over  five  years commencing one year from the award date and will
expire  between June 30, 2007 and March 31, 2009.  Stock options granted on June
30,  1997  were issued at an exercise price equal to the initial public offering
price  of  $8.25  per  share.  Stock  options  granted  after June 30, 1997 were
granted  at  the closing stock price on the grant date as reported on the Nasdaq
Stock Market.  On January 2, 1998, the Company gave employees the opportunity to
reprice  their stock options.  The repricing involved changing their stock price
from  $8.25 per share to $6.875 per share (the closing stock price on January 2,
1998)  and  changing  their  grant  date  from June 30, 1997 to January 2, 1998.


                                       13
<PAGE>
Employees  holding  148,300  of  stock  options elected to reprice on January 2,
1998.  As  of  March  31,  1999, stock options had been granted under the Option
Plan  with  exercise  prices  ranging from $5.125 per share to $8.375 per share.

NOTE  12.   COMMITMENTS  AND  CONTINGENCIES

     The  Company is involved in various claims and legal actions arising in the
ordinary  course  of  business.  In  the  opinion  of  management,  the ultimate
disposition  of  these  matters  will  not have a material adverse effect on the
Company's  consolidated  financial position, results of operations or liquidity.

     The  Company  and  its  two  principal  stockholders  are  guarantors  on
construction loans relating to Tax Credit Partnerships. Total construction loans
payable  for  these Tax Credit Partnerships were approximately $37.1 million and
$43.1  million  at  December  31,  1998  and  March  31,  1999,  respectively.

NOTE  13.   INFORMATION  REGARDING  BUSINESS  SEGMENTS

     In 1998, the Company adopted SFAS No. 131, Disclosures about Segments of an
Enterprise  Related  Information ("SFAS 131").  SFAS 131 supersedes SFAS No. 14,
Financial  Reporting  for  Segments  of  a  Business  Enterprise  replacing  the
"industry  segment"  approach  with  the  "management" approach.  The management
approach  designates  the  internal  organization that is used by management for
making  operating  decisions  and  assessing  performance  as  the source of the
Company's reportable segments, SFAS 131 also requires disclosures about products
and  services,  geographic  areas and major customers.  The adoption of SFAS 131
did  not  affect  the  consolidated  financial  results  of  the  Company.

     The  Company has determined that its reportable segments are those that are
based  on  the  Company's  method of internal reporting, which disaggregates its
business by certain lines of business components.  The Company's four reportable
operating  segments  are:  Homebuilding,  Design-Build  Services,  Sales  of
Commercial  Property  and Property Operations and Management.  Retail operations
and  corporate  activities  are  included  in the "Other" column.  The financial
results  of  the Company's operating segments are presented on an accrual basis.
There  are  no  significant  differences  among  the  accounting policies of the
segments  as  compared  to the Company's consolidated financial statements.  The
Company  evaluates  the  performance  of its segments and allocates resources to
them  based  on  revenues  and gross profit.  There are no material intersegment
revenues.  The  tables  below  present information about the Company's operating
segments  for  the  three months ended March 31, 1998 and 1999, respectively (in
thousands):

<TABLE>
<CAPTION>
                                                          MARCH 31, 1998
                       ---------------------------------------------------------------------------------
                                                        SALES OF        PROPERTY
                        DESIGN-BUILD                   COMMERCIAL    OPERATIONS AND
                          SERVICES      HOMEBUILDING    PROPERTY       MANAGEMENT      OTHER     TOTAL
<S>                    <C>              <C>            <C>          <C>               <C>       <C>
Revenue . . . . . . .  $         5,737  $       2,785  $     2,834  $            924  $    429  $ 12,709

Costs . . . . . . . .            4,503          2,344        2,580               175         -     9,602
                       ---------------  -------------  -----------  ----------------  --------  --------
 Gross profit . . . .  $         1,234  $         441  $       254  $            749  $    429  $  3,107
                       ===============  =============  ===========  ================  ========  ========

Depreciation and
 amortization expense  $             -  $           -  $         -  $            168  $    223  $    391

Interest expense. . .  $             -  $           -  $         -  $        (501  )  $(159  )  $(660  )
Interest income . . .  $             -  $           -  $         -  $            198  $     95  $    293

Total assets. . . . .  $        27,851  $      20,380  $         -  $         39,803  $ 10,852  $ 98,886
</TABLE>


                                       14
<PAGE>
<TABLE>
<CAPTION>
                                                            MARCH 31, 1999
                       ----------------------------------------------------------------------------------
                                                         SALES OF        PROPERTY
                        DESIGN-BUILD                    COMMERCIAL    OPERATIONS AND
                          SERVICES       HOMEBUILDING    PROPERTY       MANAGEMENT     OTHER     TOTAL
<S>                    <C>              <C>             <C>          <C>               <C>     <C>
Revenue . . . . . . .  $         4,750  $       21,671  $     1,550  $          1,010  $  571  $   29,552

Costs . . . . . . . .            3,868          19,230        1,006               287       -      24,391
                       ---------------  --------------  -----------  ----------------  ------  ----------
 Gross profit . . . .  $           882  $        2,441  $       544  $            723  $  571  $    5,161
                       ===============  ==============  ===========  ================  ======  ==========

Depreciation and
 amortization expense  $             -  $          126  $         -  $            158  $  247  $      531

Interest expense. . .  $             -  $        (  29) $         -  $       (  1,568) $    -  $ (  1,597)
Interest income . . .  $             -  $            -  $         -  $            223  $   22  $      245

Total assets. . . . .  $        43,039  $       80,179  $         -  $         48,045  $8,183  $  179,446
</TABLE>


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

RESULTS  OF  OPERATIONS

     The  following  discussion should be read in conjunction with the unaudited
condensed  consolidated  financial  statements  and  notes  thereto  of  Saxton
Incorporated  (the  "Company")  appearing  elsewhere  in  this  Form  10-Q.

Three  Months Ended March 31, 1999 Compared to Three Months Ended March 31, 1998

     Restatement of Quarterly Information.  Subsequent to the  issuance  of  the
company's March  31, 1999  condensed  consolidated  financial  statements,  the
company's management determined that certain interest and indirect  construction
costs capitalized should have been charged to  expense as  incurred, and certain
capitalized interest costs were not appropriately charged  to  cost  of  revenue
when sales of homes and commercial properties  were  recognized.  As  a  result,
the accompnaying financial statements as of  and  for  the  three  months  ended
March  31, 1999  have  been  restated  from  amounts  previously  reported  to
appropriately account for these transactions.


     Revenue.    Total  revenue  was  $29.6  million  for the three months ended
March  31,  1999,  representing  a $16.8 million, or 132.5%, increase from $12.7
million  for  the  three months ended March 31, 1998. The increase was primarily
due  to  an  increase  of  $18.9  million, or 678.1%, in sales of homes to $21.7
million  in the first three months of 1999 compared to $2.8 million in the first
three  months  of  1998. The 190 single-family home closings for the first three
months  of  1999  represented an increase of 476.0%, compared to the 33 closings
for  the  first  three months of 1998.  Home closings for the three months ended
March  31,  1999  included  60 in Nevada, 18 in Utah and 112 in Arizona.  In the
first  three  months  of  1998,  all home closings were in Nevada.  Construction
revenue  for  the  first  three  months  of 1999 was $4.8 million, a decrease of
$987,000,  or  17.2%,  from  $5.7 million during the first three months of 1998.
The  decrease was primarily due to the Company's increased focus on homebuilding
operations.  Sale of commercial properties was $1.6 million for the three months
ended  March  31, 1999 compared to $2.8 million for the three months ended March
31,  1998.  One  commercial  property  was  sold during each period.  Rental and
other  revenue  increased  to  $1.6 million for the three months ended March 31,
1999,  a  16.9%  increase over the  $1.4 million in the comparable period of the
prior  year.  The  increase  was  primarily  due  to  loan  related revenue from
HomeBanc Mortgage Corporation, an affiliate of Diamond Key Homes, Inc. ("Diamond
Key"),  which  was  acquired  in  December  1998.

     Cost  of  Revenue.   Total  cost of revenue was $24.4 million for the three
months  ended  March 31, 1999, representing a $14.8 million, or 154.1%, increase
from $9.6 million for the three months ended March 31, 1998. Cost of revenue for
the  three  months  ended  March  31, 1999 as a percentage of revenue was 82.5%,
compared  to  75.6%  for the three months ended March 31, 1998. The increase was
primarily  due  to the higher cost basis of the commercial property sold in 1999
and  an  increase  in  overhead  allocation  due  to  the  Company's  increased
homebuilding  operations  during  1999.

     Gross Profit.   Gross profit as a percent of revenue decreased to 17.5% for
the  three  months  ended March 31, 1999 from 24.4% for the comparable period in
1998.  Gross margins on the sales of homes decreased to 11.3% in the first three
months  of  1999  compared to 15.8% in the first three months of 1998, due to an
increased overhead allocation to the Company's homebuilding  activities on a per
unit  basis.  Gross profit margin on home closings from Diamond Key in the first
three  months  of  1999  was  13.9%.  Diamond Key was acquired in November 1998.
Gross  margin  on  construction  revenue  decreased to 18.6% in the three months
ended  March  31,  1999, compared to 21.5% in the same period of 1998, primarily
due  to  the  timing  of  the completion of such projects and increased overhead
allocation.  Gross  profit  margin  on  commercial  properties sold in the three
months  ended  March  31, 1999  increased to 35.1% from 9.0% in the three months
ended March 31, 1998.  In the first three  months of 1999, one retail commercial
property  was  sold,  which  yielded  a higher gross profit  margin than the one
rental property that  was  sold  in  the  same  period  of  1998.



                                       15
<PAGE>
     General  and  Administrative Expenses.  General and administrative expenses
were $2.0 million for the three months ended March 31, 1999, representing a $1.3
million,  or 171.3%, increase from $752,000 for the three months ended March 31,
1998.  The  increase  was  primarily  due to increased activities related to the
growth  in  the Company's revenue, including the acquisitions of Diamond Key and
Maxim.  Of  this  increase,  $261,000 of marketing and advertising costs reflect
the  increased  number  of  housing  subdivisions in production during the three
months  ended  March  31, 1999 compared to the same period in 1998.  The Company
added  14  projects in Arizona and two in Utah during the first quarter of 1999.
In  addition,  accounting, legal and other professional fees increased $259,000,
vehicle,  equipment  and  repairs and maintenance expense increased $145,000 and
rent,  utility, travel and other general office expenses increased $405,000.  As
a  result,  general and administrative expenses as a percentage of total revenue
was  6.9%  for the three months ended March 31, 1999 as compared to 5.9% for the
three  months  ended  March  31,  1998.
[/R]
     Depreciation  and  Amortization.  Depreciation and amortization expense was
$531,000  for the three months ended March 31, 1999, representing a $140,000, or
35.8%,  increase  from  $391,000  for the three months ended March 31, 1998. The
increase  was primarily due to goodwill amortization expense of $145,000 for the
three  months  ended March 31, 1999 for Diamond Key, Maxim and HomeBanc Mortgage
Corporation,  which  were  acquired  in  1998  utilizing  the purchase method of
accounting.  This  increase  was  partially  offset  by  a  $29,000  decrease in
depreciation  expense  due  to a decrease in the cost basis of properties due to
operating  properties  and  equipment  sold  in  prior  periods.

     Interest  Expense,  Net.   Interest  expense, net, was $1.4 million for the
three months ended  March  31, 1999, representing a $985,000 or 268.4%, increase
from  $367,000  for  the  three  months  ended  March 31, 1998. The increase was
primarily  the  result of higher levels of debt and higher interest rates on the
debt.  Interest  income  decreased $48,000, or 16.4%, for the three months ended
March 31, 1999 compared to the same period  in  1998, due to a decrease in notes
receivable  to  $1.5  million  at  March 31, 1999 from $3.2 million at March 31,
1998.

     Income  Before  Provision  for Income Taxes.   As a result of the foregoing
factors, income before provision for income taxes was $1.2 million for the three
months  ended  March  31, 1999, representing a $363,000, or 22.7%, decrease from
$1.6  million for the three months ended March 31, 1998. Income before provision
for  income taxes as a percentage of total revenue was 4.2% for the three months
ended  March  31, 1999 as compared to 12.6% for the three months ended March 31,
1998.

LIQUIDITY  AND  CAPITAL  RESOURCES

     The  Company  has  historically  relied upon land and project financing, as
applicable, partner and joint venture contributions in the form of land or cash,
developer's  equity  (value  in  excess of cost), other forms of debt, including
loans  from affiliates and cash flow from operations to provide capital for land
acquisitions  and  portfolio  construction.  The  Company intends to continue to
provide  for  its  capital  requirements  from  some  or  all  of these sources.
Management  believes  that  cash generated from operations, funds available from
external  sources  of  debt  and equity financing, together with cash on hand at
March 31, 1999 will be sufficient to provide for its capital requirements for at
least the next 12 months.  The Company is exploring the refinancing of these and
other  indebtedness  through  the issuance of up to $50.0 million of longer term
notes  during  1999.  There can be no assurance that the Company will be able to
do  so.

     During  the  fourth  quarter of 1998, the Company's President and principal
stockholder,  James  C.  Saxton,  pledged  3,471,590  shares of Common Stock, or
approximately  44.9%  of  the Company's outstanding shares at March 31, 1999, as
collateral  for  two  personal  loans  to  Mr.  Saxton.  Mr. Saxton reloaned the
proceeds  from  such  loans  to  the  Company  for  use  in  connection with the
acquisition  of  Diamond  Key.  The  two notes payable to Mr. Saxton aggregating
$7.6  million  bear interest at 12% per annum and mature on August 1, 1999.  The
Company  intends  to  refinance  the  loans  from  Mr.  Saxton  prior  to  their
maturities.  The  Company understands that Mr. Saxton intends to repay, in full,
the  loans  from  the two lenders upon repayment of the loans he has made to the
Company.


                                       16
<PAGE>

     On February 9, 1998,  the  Company signed a definitive loan agreement for a
$10.0  million  revolving line of credit with a financial institution.  The line
of  credit  provides  for  borrowings  of up to $1.0 million for general working
capital  requirements,  $4.0  million for acquisition and development, including
strategic  acquisitions and $5.0 million for land acquisitions.  Borrowing under
the  line  of credit is secured by the pledge of certain Company receivables and
any land acquired with borrowings under the line of credit and bears interest at
one  percent  over  the  lender's  prime  rate in effect from time to time.  The
agreement  is  also  subject  to  certain financial covenants and matures May 1,
1999.  As  of  December 31, 1998 and March 31, 1999, the Company had outstanding
indebtedness  of  $5.0  million  and  $7.9  million, respectively, and available
borrowings of $5.0 million and $2.1 million, respectively, under this agreement.

     On July 30, 1997, the Company entered into a $5.0 million revolving line of
credit  agreement  (the  "Agreement") with a financial institution.  Loans under
the  Agreement  bear monthly interest at 1.5% above the prime rate as defined in
the  Agreement  (9.25% at December 31, 1998 and March 31, 1999), and require the
Company  to  pay  a  loan  fee  of 0.25% for each disbursement.  Loans under the
Agreement  are  available  only  for  the acquisition of land and are secured by
first  trust  deeds on certain real property.  As of December 31, 1998 and March
31,  1999,  the  Company  had  outstanding indebtedness of $1.9 million and $2.2
million,  respectively,  and  available  borrowings  of  $3.1  million  and $2.8
million,  respectively,  under the Agreement.  Under the terms of the Agreement,
the Company is required to meet certain financial covenants.  The Company was in
compliance  with  the  covenants  at  March  31,  1999.

    Operating Activities. Net cash used in operating activities was $6.8 million
for the three months ended March 31, 1999 compared to $6.7 million for the three
months  ended  March  31,  1998.  The  increase  in  net  cash used in operating
activities  was  primarily  due  to the increase in properties under development
related  to single-family homes. The number of home developments increased to 35
for $67.3 million at March 31, 1999 from 10 for $20.0 million at March 31, 1998.
This  increase was partially offset by a $363,000 collection of amounts Due from
Tax Credit Partnerships during the three months ended March 31, 1999 compared to
a  $5.0  million  increase in the receivable during the three months ended March
31,  1998.

     Investing  Activities.  Net  cash used in investing activities was $455,000
for  the three months ended March 31, 1999 and $4.5 million for the three months
ended  March  31,  1998.  The  decrease  was  primarily  due  to  a reduction in
expenditures  for  property  and  land  acquisitions,  improvements and proceeds
received  from  the  sale of a commerical property during the three months ended
March 31, 1999, while no commercial properties were sold during the three months
ended  March  31,  1998.

     Financing  Activities.  Net  cash provided by financing activities was $6.8
million for the three months ended  March 31, 1999 compared to $11.9 million for
the  three  months  ended  March  31,  1998.  The  decrease  in cash provided by
financing  activities  was  primarily  due  to  reduced  net  borrowings of $7.7
million during the quarter ended March 31, 1999 compared to $11.9 million during
the quarter ended  March  31,  1998.

     Interest  costs  incurred,  expensed  and  capitalized  were as follows (in
thousands):

<TABLE>
<CAPTION>
                                        THREE MONTHS ENDED MARCH 31,
                                        ----------------------------
                                             1998          1999
                                        -------------..-------------
Interest incurred:
<S>                                     <C>             <C>
 Residential . . . . . . . . . . . . .  $         515  $       2,169
 Commercial. . . . . . . . . . . . . .            622            601
                                        -------------  -------------
   Total incurred . . . . . . . . . . . $       1,137  $       2,770
                                        =============  =============

Interest expensed:
 Residential   . . . . . . . . . . . .  $         133  $       1,086
 Commercial  . . . . . . . . . . . . .            527            511
                                        -------------  -------------
   Total expensed  . . . . . . . . . .  $         660  $       1,597
                                        =============  =============

Interest capitalized at end of period:
 Residential   . . . . . . . . . . . .  $         382  $       1,083
 Commercial  . . . . . . . . . . . . .             95             90
                                        -------------  -------------
   Total interest capitalized  . . . .  $         477  $       1,173
                                        =============  =============
</TABLE>



                                       17
<PAGE>

     Properties  under  development and land held for future development or sale
increased $11.8 million from $80.7 million at December 31, 1998 to $92.6 million
at  March  31,  1999.

   The Company anticipates that during the next twelve months portfolio projects
in  development will cost approximately $351,000 in the aggregate, substantially
all  of  which  the  Company  plans  to  finance through construction loans. The
Company  also  anticipates  that  it  will  spend approximately $3.9 million for
planned  portfolio  projects  during  the  next  twelve months.  The real estate
development  business  is  capital  intensive  and requires significant up-front
expenditures  to  acquire and entitle land and commence development. The Company
typically  finances,  and  will  continue  to  finance, its land acquisition and
portfolio  development  activities utilizing the proceeds of institutional loans
secured  by  real  property. In some cases, the Company plans to utilize private
financing,  typically  on  a  short-term  or  interim basis.  In cases where the
Company  holds a property after completion of construction, the Company plans to
obtain  permanent  financing  secured  by  the  property.

     The  Company  is exposed to changes in interest rates primarily as a result
of  its  borrowing  activities, which includes borrowings under lines of credit.
These  lines,  along  with  cash  flow  from  operations,  are  used to maintain
liquidity  and  fund  business  operations.  The  Company  typically  replaces
borrowings  under  its  lines of credit, as necessary, with long-term fixed rate
and  shorter  termed  variable  rate financing generally secured by real estate.
The  nature  and  amount  of the Company's debt may vary as a result of business
requirements,  market conditions and other factors.  The extent of the Company's
interest rate risk is not quantifiable or predictable because of the variability
of  interest rates and business financing requirements, but the Company does not
believe  such  risk  is material.  The Company does not currently use derivative
instruments  to  adjust  the  Company's  interest  rate  risk  profile.

     The  Company  has  made  its  capital  contributions  to the six Tax Credit
Partnerships.  The  Company  is  obligated,  however,  to make operating expense
loans,  not  to exceed an aggregate of $3.0 million, to meet operating deficits,
if  any,  of  such  Tax  Credit  Partnerships.

     The  Company  does  not  utilize financial instruments for trading or other
speculative  purposes,  nor does it utilize leveraged financial instruments.  On
the  basis  of  the  fair value of the Company's market sensitive instruments at
March  31, 1999, the Company does not consider the potential near-term losses in
future  earnings,  fair values and cash flows from reasonably possible near-term
changes  in  interest  rates  to  be  material.

BACKLOG

     The  Company's  homes  are  generally  offered for sale in advance of their
construction.  The majority of the Company's homes are sold pursuant to standard
sales  contracts  entered into prior to commencement of construction. Such sales
contracts  are  typically  subject  to certain contingencies such as the buyer's
ability  to  qualify  for  financing.  Homes covered by such sales contracts are
considered  by the Company as backlog. The Company does not recognize revenue on
homes  covered  by  such  contracts  until  the sales are closed and the risk of
ownership  has  been  legally  transferred  to the buyer. At March 31, 1999, the
Company  had  316  homes  in  backlog,  representing an aggregate sales value of
approximately  $33.9  million.

     The  Company is also involved in the design-build development of commercial
projects.  Backlog  for  such  commercial projects is defined as the uncompleted
work  remaining  under  a  signed  fixed-price  contract.  The  Company uses the
percentage-of-completion  method  to  account  for revenue from its design-build
contracts.  At  March  31,  1999, the Company had backlog under its design-build
contracts  of  approximately  $15.4  million.

YEAR  2000

     The  Company's process for becoming Year 2000 ("Y2K") compliant has been to
perform an ongoing comprehensive study and review of computer hardware, software
and  systems, both internal and external, and non-computer related systems which
may be affected by certain computerized functions.  The Company does not believe
the  non-computer  related  systems,  whether  Y2K compliant or not, will have a
material  impact on the Company's operations.  The Company has contacted or will
contact  its  significant service providers, vendors, suppliers, subcontractors,
financial  institutions,  consultants and various government agencies, to obtain
information regarding the assurance of Y2K compliance.  However, there can be no
guarantee  that the systems of others upon which the Company's systems rely will
be  Y2K  compliant in a timely manner.  Failure to convert by an external source
or  provider  or  the  failure to convert properly would have a material adverse
effect  on  the  Company,  as would the Company's failure to convert, or convert
properly,  an  internal  system.


                                       18
<PAGE>
     The  Company  has  also increased the awareness of the Y2K issue across the
Company,  assessed  the  Company's  Y2K issues, determined proposed resolutions,
validated those proposed resolutions and implemented most system solutions.  The
Company  has  substantially  completed its assessment of applications within the
Company  that  are  not  Y2K  compliant  and is in varying stages of determining
appropriate resolutions to the issues identified.  The Company currently expects
to  complete  all  business critical internal hardware and software modification
and  testing  by  the  end  of  the  second  quarter  of  1999.

     Given  the  information  known at this time about the Company's systems and
such  issues,  coupled  with  the  Company's  ongoing, normal course-of-business
efforts  to  upgrade  or  replace  business  critical  systems  and  software
applications as necessary, it is currently expected that Y2K costs, the majority
of  which  are  expected  to  be  incurred  in  fiscal  1999,  will  approximate
$100,000-$150,000.  Current  Y2K  expenditures have been negligible thus far due
to  much  of  the  work performed by existing internal staff.  Any further costs
will  be  incorporated into the Company's operating plan for fiscal 1999.  These
costs  include  incremental  personnel costs, consulting costs and costs for the
modification  of  or replacement of existing hardware and software.  These costs
will  be funded through cash flows from operations and are expensed as incurred.
Purchased  hardware  and  software  will  be  capitalized in accordance with the
Company's  normal  accounting policy. The costs of the project and the timing in
which  the Company believes it will complete the necessary Y2K modifications are
based  on  management's  best  estimates,  which were derived utilizing numerous
assumptions  of  future  events, including the continued availability of certain
resources, third-party modification plans and other factors.  However, there can
be  no  guarantee that these estimates will be achieved and actual results could
differ  materially  from  those  anticipated.

     Specific  factors  that  might cause such material differences include, but
are  not  limited  to,  the  success  of  the Company in identifying systems and
programs  having  Y2K  issues,  the nature and amount of programming required to
upgrade or replace the affected programs, the availability and cost of personnel
trained  in  this  area  and  the extent to which the Company might be adversely
impacted  by third-party (vendors, subcontractors, lenders, bond trustees, etc.)
failure  to  remediate  their own Y2K issues.  Failure by the Company and/or its
vendors  and  subcontractors  and in particular, the local governments, on which
the  Company is materially dependent to complete Y2K compliance work in a timely
manner  could  have  a material adverse effect on the Company's operations.  The
Company  believes  that its business operations are not heavily dependent on Y2K
compliance  of  its  systems and that, should a reasonably likely worst case Y2K
situation  occur,  the Company, because of the basic nature of its systems, many
of  which  can  be  executed  manually, would not likely suffer material loss or
disruption  in  remedying  the  situation.

     The  Company currently has not established a formal contingency plan in the
event the Company is not successful with its attempts to be fully Y2K compliant;
however,  the  Company  believes  that it will develop a more formal contingency
plan  that  may include the stockpiling of construction raw materials, automated
reports and the development of back-up systems as an alternative to computers in
the  months  prior  to  December  31,  1999.

RISKS  AND  RELATED  FACTORS

     Variability  of  Results  and  Seasonality.  The  Company  historically has
experienced, and in the future expects to continue to experience, variability in
revenue on a quarterly basis. Factors expected to contribute to this variability
include,  among others: (i) the timing of home and other property sale closings;
(ii)  the  Company's  ability to continue to acquire land and options thereon on
acceptable  terms;  (iii)  the timing of the receipt of regulatory approvals for
the  construction of homes and other development projects; (iv) the condition of
the  real estate market and the general economic and environmental conditions in
the  greater  Las  Vegas, Phoenix, Salt Lake City, Reno and Tucson, metropolitan
areas; (v) the prevailing interest rates and the availability of financing, both
for  the  Company  and  for  the  purchasers  of  the  Company's homes and other
properties;  (vi)  the timing of the completion of construction of the Company's
homes and other properties; and (vii) the cost and availability of materials and
labor.  The  Company's  historical  financial  performance  is not necessarily a
meaningful  indicator  of future results and, in particular, the Company expects
its  financial  results  to  vary  from  project  to project and from quarter to
quarter.  In  addition,  although  the  Company  has  not previously experienced
significant  seasonality  in its business, management expects that the Company's
increased  focus  on homebuilding activities may cause it to experience seasonal
variations  in  its  home  sales as a result of the preference of home buyers to
close  their new home purchase either prior to the start of a new school year or
prior  to  the  end  of  year  holiday  season.

     Effects  of  Changing  Prices,  Inflation  and  Interest  Rates. Management
believes  that  inflation  has  not  had  a  material  impact  on  the Company's
operations.  Substantial  increases  in labor costs, workers' compensation rates
and  employee  benefits,  equipment costs, material or subcontractor costs could
adversely  affect the operations of the Company for future periods to the extent
that the Company is unable to pass such increases on to its construction clients
or  the  purchasers of its properties. The Company had outstanding approximately
$67.3  million  of  floating  rate  debt  (exclusive  of  the  indebtedness  of
unconsolidated  partnerships  of  which  the  Company  is  a  general  partner),
currently  bearing  a weighted-average interest rate of 8.74% per annum at March
31, 1999. If the interest rates on the floating rate debt increase in accordance
with  changes  to  the  indices  upon  which  the  rates are based, debt service
obligations  of  the  Company  will  increase.


                                       19
<PAGE>
     Management  believes  that the Company's future homebuilding activities may
be  affected  by  fluctuations  in  interest  rates  and changing prices. Higher
interest rates may decrease the demand for new homes by making it more difficult
for homebuyers to qualify for mortgages or to obtain mortgages at interest rates
that  are  acceptable to the potential buyers. In addition, the Company, as well
as  the  homebuilding  industry  in  general,  may  be adversely affected during
periods  of high inflation, primarily as a result of higher land acquisition and
land  development  costs,  as  well  as higher costs of labor and materials. The
Company  attempts  to  pass  on  to  its customers any increase in costs through
higher  sales  prices.  There can be no assurance that inflation will not have a
material  impact  on  the  Company's  future  results  of  operations.

SPECIAL  CAUTIONARY  NOTICE  REGARDING  FORWARD-LOOKING  STATEMENTS

     The  foregoing  Management's Discussion and Analysis of Financial Condition
and  Results of Operations and Business sections contain certain forward-looking
statements and information relating to the Company that are based on the beliefs
of management as well as assumptions made by and information currently available
to management.  Such forward-looking statements include, without limitation, the
Company's  expectation  and  estimates  as to the Company's business operations,
including  the  introduction  of  new products and future financial performance,
including  growth  in  revenues  and  net  income  and cash flows.  In addition,
included  herein  the  words  "anticipates," "believes," "estimates," "expects,"
"plans,"  "proposes,"  "intends"  and similar expressions, as they relate to the
Company  or its management, are intended to identify forward-looking statements.
Such  statements  reflect  the  current  views of the Company's management, with
respect  to  future  events  and are subject to certain risks, uncertainties and
assumptions.  In  addition,  the  Company  specifically wishes to advise readers
that  the  factors  listed under the captions "Liquidity and Capital Resources,"
"Effects  of  Changing  Prices,  Inflation  and  Interest  Rates" and other risk
factors including but not limited to:  the primary dependence on the greater Las
Vegas and Phoenix areas; insufficient history in geographic areas other than Las
Vegas;  risks of homebuilding and other real estate development and investments;
indebtedness;  potential  inability  to  obtain  future  financing; variability,
erratic  weather  conditions  and  seasonality  of  results;  dependence  on key
personnel;  control by current stockholders; regulatory and environmental risks;
and  expansion  into new markets could cause actual results to differ materially
from  those  expressed  in any forward-looking statement.  Should one or more of
these risks or uncertainties materialize, or should underlying assumptions prove
incorrect,  actual  results  may  vary materially from those discussed herein as
anticipated,  believed,  established  or  expected.

ITEM  3.     QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  MARKET  RISK

     Reference  is  made  to  Part  II,  Item  7A, "Quantitative and Qualitative
Disclosures  About  Market  Risk," in the Company's Annual Report on Form 10-K/A
for  the  year  ended December 31, 1998.  There have been no significant changes
since  the  filing  of  the  aforementioned  report.


                                       20
<PAGE>
PART  II.  OTHER  INFORMATION

ITEM  1.  LEGAL  PROCEEDINGS

     None.

ITEM  2.  CHANGES  IN  SECURITIES

     None.

ITEM  3.  DEFAULTS  UPON  SENIOR  SECURITIES  AND  USE  OF  PROCEEDS

     None.

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

     None.

ITEM  5.  OTHER  INFORMATION

     None.

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

     Exhibit  27 - Financial Data Schedule for the quarter ended March 31, 1999.


                                       21
<PAGE>
                                   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.

                                    SAXTON  INCORPORATED

May  15, 2000                      By:        /s/  James  C.  Saxton
                                    --------------------------------------
                                                   James  C.  Saxton

                                    Chairman  of  the  Board  of  Directors,
                                    President,  Chief  Executive  Officer,
                                    Interim Chief Financial Officer and Director
                                    (Principal  Executive  Officer)

                                    By:     /s/  Melody  J.  Sullivan
                                    --------------------------------------
                                                 Melody  J.  Sullivan
                                    Vice  President and Chief Accounting Officer
                                    (Principal  Accounting  Officer)



                                       22
<PAGE>
                                INDEX TO EXHIBITS

                                                                SEQUENTIALLY
EXHIBIT                                                             NUMBERED
NUMBER                            DESCRIPTION                           PAGE
-------                           -----------                          -----

 27     Financial Data Schedule for the quarter ended March 31, 1999      23


                                       23
<PAGE>