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

                                    FORM 10-Q

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

                For the quarterly period ended September 30, 2000

                                       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   [X]             NO   [ ]

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  September  30,  2000  was  8,336,455.


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                        SAXTON INCORPORATED AND SUBSIDIARIES
                                     FORM 10-Q



                                                                                         PAGE
                                                                                        NUMBER
                                                                                        ------
<S>       <C>                                                                           <C>
PART I.   FINANCIAL INFORMATION

          Item 1.     Condensed Consolidated Financial Statements

                      Condensed Consolidated Balance Sheets  -
                      September 30, 2000 and December 31, 1999. . . . . . . . . . . . .      3

                      Condensed Consolidated Statements of Income -
                      Three and Nine Months Ended September 30, 2000 and 1999. . . . . .   4-5

                      Condensed Consolidated Statement of  Stockholders'
                      Equity - Nine Months Ended September 30, 2000. . . . . . . . . . .     6

                      Condensed Consolidated Statements of Cash Flows -
                      Nine Months Ended September 30, 2000 and 1999. . . . . . . . . . .   7-8

                      Notes to Condensed Consolidated Financial Statements . . . . . . .     9

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

          Item 3.     Quantitative and Qualitative Disclosures About Market Risk. . . .     25

PART II.  OTHER INFORMATION

          Item 1.     Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . . .    26

          Item 2.     Changes in Securities. . . . . . . . . . .   . . . . . . . . . . .    26

          Item 3.     Defaults Upon Senior Securities and Use of Proceeds. . . . . . . .    26

          Item 4.     Submission of Matters to a Vote of Security Holders. . . . . . . .    26

          Item 5.     Other Information. . . . . . . . . . . . . . . . . . . . . . . . .    26

          Item 6.     Exhibits and Reports on Form 8-K. . . . . . . . . . . . . . . . .     26

          SIGNATURES. . . . . . . . . . .   . . . . . . . . . . .   . . . . . . . . . . .   27
</TABLE>


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<CAPTION>
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)


                                                                           SEPTEMBER 30,    DECEMBER 31,
ASSETS                                                                         2000             1999
                                                                          ---------------  --------------
<S>                                                                       <C>              <C>
Real estate properties (all held for sale at September 30, 2000
 and December 31, 1999):
   Operating properties, net of accumulated depreciation . . . . . . . .  $       30,269   $      28,215
   Properties under development. . . . . . . . . . . . . . . . . . . . .          62,890          89,974
   Land held for future development or sale. . . . . . . . . . . . . . .          11,211          13,436
                                                                          ---------------  --------------
     Total real estate properties. . . . . . . . . . . . . . . . . . . .         104,370         131,625
Cash and cash equivalents. . . . . . . . . . . . . . . . . . . . . . . .             202           6,268
Due from Tax Credit Partnerships (held for sale at September 30, 2000
 and December 31, 1999). . . . . . . . . . . . . . . . . . . . . . . . .           7,818          12,587
Construction contracts receivable, net of allowance for doubtful
 accounts of $100 at September 30, 2000 and December 31, 1999. . . . . .             430           2,451
Costs and estimated earnings in excess of billings on uncompleted
 contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           1,315             760
Notes receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . .             290             936
Investments in joint ventures. . . . . . . . . . . . . . . . . . . . . .           3,251           3,249
Due from related parties . . . . . . . . . . . . . . . . . . . . . . . .              26              26
Goodwill, net of accumulated amortization of $896 at September 30, 2000
 and  $734 at December 31, 1999. . . . . . . . . . . . . . . . . . . . .           1,688           7,251
Deferred tax asset, net . . . . . . . . . . . . . . . . . . . . . . . . .            328           1,604
Prepaid expenses and other assets . . . . . . . . . . . . . . . . . . . .          3,466           6,271
                                                                          ---------------  --------------
     Total assets. . . . . . . . . . . . . . . . . . . . . . . . . . . .  $      123,184   $     173,028
                                                                          ===============  ==============

LIABILITIES AND STOCKHOLDERS' EQUITY

Accounts payable and accrued expenses. . . . . . . . . . . . . . . . . .  $       24,382   $      27,576
Tenant deposits and other liabilities. . . . . . . . . . . . . . . . . .             399           7,357
Billings in excess of costs and estimated earnings on uncompleted
 contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           1,135             220
Notes payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          74,340         117,763
Notes payable to related parties . . . . . . . . . . . . . . . . . . . .           9,783          10,103
Long-term capital lease obligations. . . . . . . . . . . . . . . . . . .             760           1,041
                                                                          ---------------  --------------
     Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . .         110,799         164,060
                                                                          ---------------  --------------

Commitments and contingencies (Note 12)

Stockholders' equity:
Common stock, $.001 par value.  Authorized 50,000,000
 shares; issued and outstanding 8,336,455 at September 30, 2000
 and 7,879,313 at December 31, 1999. . . . . . . . . . . . . . . . . . .               8               8
Preferred stock, $.001 par value. Authorized 5,000,000
 shares; no shares issued and outstanding. . . . . . . . . . . . . . . .               -               -
Additional paid-in capital. . . . . . . . . . . . . . . . . . . . . . .           23,510          22,482
Retained deficit. . . . . . . . . . . . . . . . . . . . . . . . . . . .          (11,133)        (13,522)
                                                                          ---------------  --------------
     Total stockholders' equity. . . . . . . . . . . . . . . . . . . . .          12,385           8,968
                                                                          ---------------  --------------

     Total liabilities and stockholders' equity. . . . . . . . . . . . .  $      123,184   $     173,028
                                                                          ===============  ==============
</TABLE>


     See accompanying notes to condensed consolidated financial statements.


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                                               SAXTON INCORPORATED AND SUBSIDIARIES

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

                                                                                         THREE MONTHS ENDED   NINE MONTHS ENDED
                                                                                            SEPTEMBER 30,        SEPTEMBER 30,
                                                                                         ------------------  --------------------
                                                                                           2000      1999      2000       1999
                                                                                         --------  --------  ---------  ---------
<S>                                                                                      <C>       <C>       <C>        <C>
REVENUE:
 Construction revenue, including Tax Credit
   Partnership construction revenue of $377 and $4,024
   for the three months ended September 30, 2000 and 1999,
   respectively, and $2,719 and $14,887 for the nine months ended
   September 30, 2000 and 1999, respectively. . . . . . . . . . . . . . . . . . . . . .  $   424   $ 4,989   $  2,766   $ 17,156
 Sales of homes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    4,600    29,013     38,662     76,115
 Sales of commercial properties . . . . . . . . . . . . . . . . . . . . . . . . . . . .        -     3,214      3,530      4,901
 Sales of land in development and land held for development . . . . . . . . . . . . . .    2,625         -     28,420          -
 Rental revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      984       815      2,798      2,669
 Other revenue. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      156       619      1,120      1,778
                                                                                         --------  --------  ---------  ---------
     Total revenue. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    8,789    38,650     77,296    102,619
                                                                                         --------  --------  ---------  ---------

COST OF REVENUE:
 Cost of construction, including Tax Credit Partnership cost of
   construction of $352 and $3,068 for the three months ended
   September 30, 2000 and 1999, respectively, and $3,137 and
   $10,725 for the nine months ended September 30, 2000 and 1999,
    respectively. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      351     4,423      3,136     14,205
 Cost of homes sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    4,481    25,551     36,776     66,713
 Impairment of homes under development. . . . . . . . . . . . . . . . . . . . . . . . .      966         -        966          -
 Cost of commercial properties sold . . . . . . . . . . . . . . . . . . . . . . . . . .        -     3,156      3,128      4,180
 Cost of land in development and land held for development. . . . . . . . . . . . . . .    4,160         -     31,215          -
 Rental operating cost. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       60       159        813        682
                                                                                         --------  --------  ---------  ---------
     Total cost of revenue. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   10,018    33,289     76,034     85,780
                                                                                         --------  --------  ---------  ---------

 Gross profit (loss). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   (1,229)    5,361      1,262     16,839
                                                                                         --------  --------  ---------  ---------
 General and administrative expense . . . . . . . . . . . . . . . . . . . . . . . . . .    3,121     2,813      9,063      7,215
 Write down of goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        -         -      4,847          -
 Depreciation and amortization. . . . . . . . . . . . . . . . . . . . . . . . . . . . .      519       627      1,297      1,735
                                                                                         --------  --------  ---------  ---------
     Operating income (loss). . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   (4,869)    1,921    (13,945)     7,889
                                                                                         --------  --------  ---------  ---------

OTHER EXPENSE:
 Interest expense, net of interest income of $5 and $354 for the
   three months ended September 30, 2000 and 1999, respectively,
   and $16 and $832 for the nine months ended September 30, 2000
   and 1999, respectively . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   (2,096)   (1,193)    (5,301)    (4,399)
 Joint venture income (loss). . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        -        (5)         1        (29)
                                                                                         --------  --------  ---------  ---------
     Total other expense. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   (2,096)   (1,198)    (5,300)    (4,428)
                                                                                         --------  --------  ---------  ---------

Income (loss) before provision for income taxes . . . . . . . . . . . . . . . . . . . .   (6,965)      723    (19,245)     3,461
Provision (benefit) for income taxes. . . . . . . . . . . . . . . . . . . . . . . . . .     (550)      176      3,590        966
                                                                                         --------  --------  ---------  ---------

Income (loss) before extraordinary gain . . . . . . . . . . . . . . . . . . . . . . . .   (6,415)      547    (15,655)     2,495
Extraordinary gain on troubled debt restructuring, net of income taxes
 of  $0 for the three months and $4,911 for the nine months ended
 September 30, 2000 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        -         -     18,044          -
                                                                                         --------  --------  ---------  ---------
     Net income (loss). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $(6,415)  $   547   $  2,389   $  2,495
                                                                                         ========  ========  =========  =========
</TABLE>


     See accompanying notes to condensed consolidated financial statements.


                                        4
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<CAPTION>
                                          SAXTON INCORPORATED AND SUBSIDIARIES

                                       CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                                        Continued
                                                       (unaudited)


                                                                           THREE MONTHS ENDED       NINE MONTHS ENDED
                                                                              SEPTEMBER 30,           SEPTEMBER 30,
                                                                        -----------------------  -----------------------
                                                                           2000         1999        2000         1999
                                                                        -----------  ----------  -----------  ----------
<S>                                                                     <C>          <C>         <C>          <C>
EARNINGS PER COMMON SHARE:
Basic:
------
Income (loss) before extraordinary gain . . . . . . . . . . . . . . .   $    (0.77)  $     0.07  $    (1.91)  $     0.32
Extraordinary gain on troubled debt restructuring, net of income taxes           -            -        2.20            -
                                                                        -----------  ----------  -----------  ----------
Net income (loss). . . . . . . . . . . . . . . . . . . . . . . . . .    $    (0.77)  $     0.07  $     0.29   $     0.32
                                                                        ===========  ==========  ===========  ==========

Weighted-average number of common shares outstanding . . . . . . . . .   8,336,455    7,732,922   8,214,662    7,732,922
                                                                        ===========  ==========  ===========  ==========


Diluted:
--------
Income (loss) before extraordinary gain . . . . . . . . . . . . . . .   $    (0.77)  $     0.07  $    (1.91)  $     0.32
Extraordinary gain on troubled debt restructuring, net of income taxes           -            -        2.20            -
                                                                        -----------  ----------  -----------  ----------
Net income (loss). . . . . . . . . . . . . . . . . . . . . . . . . .    $    (0.77)  $     0.07  $     0.29   $     0.32
                                                                        ===========  ==========  ===========  ==========
Weighted-average number of common shares outstanding assuming
 dilution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    8,336,455    7,733,089   8,214,662    7,734,047
                                                                        ===========  ==========  ===========  ==========
</TABLE>


     See accompanying notes to condensed consolidated financial statements.


                                        5
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<TABLE>
<CAPTION>
                                 SAXTON INCORPORATED AND SUBSIDIARIES

                      CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                                 NINE MONTHS ENDED SEPTEMBER 30, 2000
                                            (in thousands)
                                             (Unaudited)



                                                                  ADDITIONAL
                                              SHARES     COMMON     PAID-IN     ACCUMULATED
                                            OUTSTANDING   STOCK     CAPITAL       DEFICIT      TOTAL
                                            -----------  -------  -----------  -------------  -------
<S>                                         <C>          <C>      <C>          <C>            <C>

Balance at December 31, 1999 . . . . . . .        7,879  $     8  $    22,482  $    (13,522)  $ 8,968
Stock issued in connection with Volunteers
 of America (VOA) purchase agreement . . .          457        -        1,028             -     1,028
Net income for the nine months
 ended September 30, 2000. . . . . . . . .            -        -            -         2,389     2,389
                                            -----------  -------  -----------  -------------  -------

Balance at September 30, 2000. . . . . . .        8,336  $     8  $    23,510  $    (11,133)  $12,385
                                            ===========  =======  ===========  =============  =======
</TABLE>


     See accompanying notes to condensed consolidated financial statements.


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<TABLE>
<CAPTION>
                       SAXTON INCORPORATED AND SUBSIDIARIES

                  CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (in thousands)
                                    (Unaudited)

                                                               NINE MONTHS ENDED
                                                                  SEPTEMBER 30,
                                                              --------------------
                                                                2000       1999
                                                              ---------  ---------
<S>                                                           <C>        <C>

Cash flows from operating activities:
-------------------------------------
 Net income . . . . . . . . . . . . . . . . . . . . . . . .   $  2,389   $  2,495
 Adjustments to reconcile net income to net cash used in
    operating activities:
     Depreciation and amortization . . . . . . . . . . . . .     1,297      1,735
     Gain on sales of properties . . . . . . . . . . . . . .   (16,977)      (906)
     Joint venture (income) loss. . . . . . . . . . . . . .         (1)        29
     Write down of goodwill. . . . . . . . . . . . . . . . .     4,847          -
     Increase in investments in joint ventures . . . . . . .         -        (50)
     Changes in operating assets and liabilities:
       Tax Credit Partnerships . . . . . . . . . . . . . . .     4,769     (5,161)
       Construction contracts receivable . . . . . . . . . .     2,021      3,401
       Costs and estimated earnings in excess of billings
         on uncompleted contracts. . . . . . . . . . . . . .      (555)       518
       Properties under development. . . . . . . . . . . . .     3,260    (29,572)
       Prepaid expenses and other assets . . . . . . . . . .      (763)      (412)
       Deferred tax asset. . . . . . . . . . . . . . . . . .     1,276          -
       Accounts payable and accrued expenses . . . . . . . .    (3,195)     3,222
       Billings in excess of costs and
         estimated earnings on uncompleted contracts . . . .     1,274        759
       Tenant deposits and other liabilities . . . . . . . .    (1,498)        80
                                                              ---------  ---------

         Net cash used in operating activities . . . . . . .    (1,856)   (23,862)
                                                              ---------  ---------

Cash flows from investing activities:
-------------------------------------
 Expenditures for property acquisitions and improvements . . .    (440)    (2,686)
 Proceeds from sales of properties. . . . . . . . . . . . . .    7,881      4,901
 Increase in notes receivable from related parties . . . . . .       -        (83)
 Payments from notes receivable from related parties . . . . .     (15)        89
 Decrease (increase) in notes receivable . . . . . . . . . . .     661       (795)
                                                              ---------  ---------

         Net cash provided by investing activities. . . . . .    8,087      1,426
                                                              ---------  ---------

Cash flows from financing activities:
-------------------------------------
 Proceeds from issuance of notes payable. . . . . . . . . . .   32,064     95,997
 Payments on notes payable and capital lease obligations. . .  (44,042)   (68,989)
 Decrease (increase) in notes payable to related parties. . .     (319)      (354)
                                                              ---------  ---------

         Net cash provided by financing activities. . . . . .  (12,297)    26,654
                                                              ---------  ---------

         Net increase (decrease) in cash and cash equivalents   (6,066)     4,218
 Cash and cash equivalents:
   Beginning of period. . . . . . . . . . . . . . . . . . . .    6,268      1,331
                                                              ---------  ---------

   End of period. . . . . . . . . . . . . . . . . . . . . . . $    202   $  5,549
                                                              =========  =========
</TABLE>


     See accompanying notes to condensed consolidated financial statements.


                                        7
<PAGE>
<TABLE>
<CAPTION>
                          SAXTON INCORPORATED AND SUBSIDIARIES

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


                                                                        NINE MONTHS ENDED
                                                                          SEPTEMBER 30,
                                                                        -----------------
                                                                          2000     1999
                                                                         -------  -------
<S>                                                                      <C>      <C>
Supplemental disclosure of cash flow information:
-------------------------------------------------
   Cash paid during the period for interest, net of amounts capitalized  $ 3,319  $5,211
                                                                         =======  ======

   Cash paid during the period for income taxes . . . . . . . . . . . .  $     -  $  509
                                                                         =======  ======

Non-cash financing and investing activities:
--------------------------------------------
   Common stock issued to Volunteers of America (VOA) in
     connection with a purchase agreement . . . . . . . . . . . . . . .  $ 1,028  $    -
                                                                         =======  ======

   Capital lease obligation recorded in connection with equipment
     acquisitions . . . . . . . . . . . . . . . . . . . . . . . . . . .  $     -  $  144
                                                                         =======  ======

   Extinguishment of troubled debt. . . . . . . . . . . . . . . . . . .  $36,159  $    -
                                                                         =======  ======
</TABLE>


     See accompanying notes to condensed consolidated financial statements.


                                        8
<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 diversified real
estate  company,  specializing  principally  in  the  affordable  homebuilding
industry,  operating in the Las Vegas, Phoenix, Salt Lake City and Reno 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 ("design-build services"),
including  tax  credit  partnerships;  (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.

     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.  The
Company  had  11 residential community developments in process, in three states,
as  of  September  30,  2000.

     The  Company's  portfolio of 7 income producing properties at September 30,
2000 included approximately 258,449 square feet of office, retail and industrial
facilities.  Management  monitors  the market for the Company's properties on an
ongoing  basis  to  take  advantage  of opportunities for strategic sales of its
holdings  when  conditions  are  favorable.

WORKOUT  PLAN

     The  Company  experienced a slow down of construction in the fourth quarter
of 1999 and a halt of construction in Nevada and Utah in the first half of 2000,
primarily due to cash flow problems and over expansion.  At  September 30, 2000,
construction  had  resumed  on  all  development  projects  in  Nevada  and  one
single-family subdivision in Utah.  The Company is currently attempting to reach
agreements  with its Utah creditors and subcontractors on the two remaining Utah
single-family  subdivisions.

     The inadequate cash flow problem was due to several factors, including: the
purchase  of Diamond Key Homes in November 1998 for approximately $12.9 million,
including  $10.9  million  in  cash, a portion of which was borrowed funds; over
expansion; purchases of land in Utah in the first and third quarters of 1999 for
$4.5  million,  which the Company purchased using a combination of high interest
rate, short term debt and funds intended for working capital and other purposes,
and  for  which the Company was unable to obtain permanent replacement financing
on  satisfactory  terms;  and  the  Company's  failure to adequately monitor and
manage  its  cash  flow.  The aforementioned facts and circumstances have raised
substantial  doubt  that the Company will be able to continue as a going concern
and,  therefore,  may  be  unable  to  realize  its  assets  and  discharge  its
liabilities  in  the  normal  course  of  business.


                                        9
<PAGE>
     In  the  first  quarter of 2000, the Company brought in outside consultants
and  legal  expertise  to  assist  in  formulating  a workout business plan (the
"Workout  Plan").  The  key  elements  of  the  Workout  Plan  are: to establish
adequate  cash  management  controls  regarding cash flows and to accelerate the
retirement  of debt, especially higher interest rate debt, by raising additional
capital from sources other than the sale of homes, such as the sale of land held
for  development  and  for  sale  and  operating  properties,  and  to negotiate
forbearance agreements with the lenders.  The Company believes that the proposed
Workout  Plan will help the Company focus on operations, including improved cash
management and monitoring of cash flows and completion of construction and sales
of  existing  projects.

     Although  the Company hopes that the Workout Plan will allow the Company to
avoid  filing, or being forced into bankruptcy,  there can be no assurances that
the  Workout Plan will be approved by the Company's creditors and subcontractors
or,  that  if  approved, the Company will be able to successfully take the steps
necessary  under  the  Workout  Plan  to  avoid  filing,  or  being forced into,
bankruptcy.

     Cash  Flow  Funds  Controls.  The  Company has finalized details of various
loan  terms  with  its  creditors  and subcontractors in Nevada allowing certain
controls  on  its  use  of  cash, including a voucher control system with Nevada
Construction  Services to coordinate payments to lenders and subcontractors. The
Company  has  also reached agreements with its Nevada subcontractors to accept a
pro  rata  share  of  proceeds  from  the  sales  of future units through escrow
disbursements,  after  the  primary  lenders  have  been  paid,  until  the
subcontractors'  obligations  are  satisfied.  These  payments  are  being  made
through  escrow  to  insure payment is made timely and accurately to the lenders
and  subcontractors.  The  Company  has  also agreed to weekly monitoring of the
Company's  progress  to  insure  adherence  to  the  Workout  Plan.

     Retirement of Debt and Sale of Properties.  An agreement was reached on May
12,  2000  with  a group of the Company's various individual debt holders ("Debt
Holder"), which allowed the Company to dispose of certain of its assets so as to
improve  its  balance sheet and its cash flow.  As a result of this transaction,
the  Company recognized an extraordinary gain on extinguishment of troubled debt
of  $22.9  million  in  the  second  quarter of 2000.  Although some of the Debt
Holder's  obligations were unsecured, much of the debt was secured.  Hence, this
transaction  has  freed  up  equity  for  the purposes of generating cash either
through loans or sales to meet the existing cash flow shortages.  In addition to
the  aforementioned transaction, through September 30, 2000 the Company has sold
three operating properties and two parcels of land held for development in order
to  generate  operating  cashflow  and  relieve  debt.

     The  Company has other properties in escrow and anticipates cash flows from
these closings in the coming months.  There can be no assurance however that any
of  the proposed asset sales will be completed or, that if completed, they would
be  completed  in  a timely enough manner for the Company to avoid filing, or be
forced  into,  bankruptcy.  Similarly,  there  can be no assurance the Company's
other  creditors  will forego taking any actions against the Company pending the
completion of these transactions and there can be no assurance that, even if the
transactions are completed, that the Company will be able to avoid filing, or be
forced  into,  bankruptcy.

     The  cash  short  fall  in  the  initial  months, until business operations
stabilize,  is  dependent  on  the  sales of properties.  However, with the Debt
Holder  agreement  in  place,  considerable  cash  has  been  freed  up, and the
Company's  cash  flow  demands  from  short-term  borrowings  have  diminished
significantly.  Additionally,  it  will take time to fully implement the Workout
Plan  and  the  Company may need to obtain interim financing and there can be no
assurance  that  the  Company  will  be able to obtain such interim financing on
satisfactory  terms  or  at  all.

NOTE  2.  DISPOSITION  OF  ASSETS

     On  August  3, 2000, the Company sold all of the assets of its wholly owned
subsidiary,  HomeBanc  Mortgage  Corporation  ("HomeBanc") to Affordable Housing
Acceptance LLC, dba The Platinum Investment Group for $12,000 in cash.  With the
sale  of  the  assets of HomeBanc, the Company will be discontinuing its line of
business  as  a  real  estate  mortgage  broker  in  the fourth quarter of 2000.

NOTE  3.  BASIS  OF  PRESENTATION

     The  accompanying  condensed  consolidated  unaudited  interim  financial
statements have been prepared on a going concern basis.  The Company experienced
a  slowdown  of  construction  in  the  fourth  quarter  of  1999  and a halt of
construction  in  Nevada  and Utah in the first half of 2000, primarily due to a
shortage  of  available  cash  flow.


                                       10
<PAGE>
     The  accompanying  condensed  consolidated  unaudited  interim  financial
statements  of  the  Company  have  been  prepared in conformity with accounting
principles  generally  accepted  in  the  United  States of America ("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  nine  months  ended  September  30,  2000  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, 1999, which are included
in the Company's Form 10-K filed with the Securities and Exchange Commission for
the  year  ended December 31, 1999.  Certain reclassifications have been made to
conform  prior  periods  with  the  current  period  presentation.

Recent  Accounting  Pronouncements

     In  June  1998,  the  Financial Accounting Standards Board issued, SFAS No.
133,  Accounting for Derivative Instruments and Hedging Activities ("SFAS 133").
Management  has  evaluated this guidance and does not expect  SFAS 133 to have a
material  impact  on  the  consolidated  financial  statements  of  the Company.

     In  December  1999,  the  Securities  and  Exchange Commission issued Staff
Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements" ("SAB
101").  SAB  101  clarifies  existing  accounting  principles related to revenue
recognition in financial statements.  The Company is required to comply with the
provisions  of  SAB  101  by the fourth quarter of 2000.  Management has not yet
completed  an  analysis  of  the  impact that SAB 101 will have on the Company's
current  revenue  recognition  practices.

NOTE  4.  REAL  ESTATE  OPERATING  PROPERTIES

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

<TABLE>
<CAPTION>
                                           SEPTEMBER 30, 2000    DECEMBER 31, 1999
                                          --------------------  -------------------
<S>                                       <C>                   <C>
Cost:
 Buildings . . . . . . . . . . . . . . .  $            22,678   $           24,384
 Tenant improvements . . . . . . . . . .                4,390                  730
 Land. . . . . . . . . . . . . . . . . .                6,763                6,687
                                          --------------------  -------------------
Real estate operating properties at cost               33,831               31,801

Less accumulated depreciation and
 amortization. . . . . . . . . . . . . .               (3,562)              (3,586)
                                          --------------------  -------------------

Real estate operating properties, net . . $            30,269   $           28,215
                                          ====================  ===================
</TABLE>

     Depreciation  expense  relating to real estate operating properties for the
three   months   ended  September  30,  2000  and  1999  was  $0  and  $193,000,
respectively.  Depreciation expense relating to real estate operating properties
for  the  nine  months  ended  September  30, 2000 and 1999 was $0 and $539,000,
respectively.  Depreciation  on operating properties was discontinued during the
first  quarter  of  2000  as  all  operating  properties  were  held  for  sale.

NOTE  5.  CONSTRUCTION  CONTRACTS

     Construction contracts receivable of $430,000 and $2.5 million at September
30,  2000  and December 31, 1999, respectively, include amounts retained pending
contract completion aggregating approximately $146,000 at September 30, 2000 and
December  31, 1999.  Based on anticipated completion dates, these retentions are
expected  to  be  collected  within  the  next  twelve  months.

     Accounts payable and accrued expenses of $24.4 million and $27.6 million at
September 30, 2000 and December 31, 1999, respectively, include amounts retained
pending  subcontract  completion,  aggregating  approximately  $2.1  million  at
September  30,  2000  and  $3.5  million  at  December  31,  1999.


                                       11
<PAGE>
     Costs  and  estimated  earnings  in excess of billings, net, on uncompleted
contracts,  are  summarized  as  follows  (in  thousands):

<TABLE>
<CAPTION>
                                           SEPTEMBER 30, 2000    DECEMBER 31, 1999
                                          --------------------  -------------------
<S>                                       <C>                   <C>
Costs incurred to date . . . . . . . . .  $           112,600   $          110,418
Estimated earnings to date . . . . . . .               31,855               34,902
                                          --------------------  -------------------
                                                      144,455              145,320
Less billings to date. . . . . . . . . .             (144,275)            (144,780)
                                          --------------------  -------------------

Cost and estimated earnings in excess of
  billings, net. . . . . . . . . . . . .  $               180   $              540
                                          ====================  ===================
</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>
                                            SEPTEMBER 30, 2000    DECEMBER 31, 1999
                                           --------------------  -------------------
<S>                                        <C>                   <C>
Costs and estimated earnings in excess of
  billings on uncompleted contracts . . .  $             1,315   $              760
Billings in excess of costs and estimated
  earnings on uncompleted contracts . . .               (1,135)                (220)
                                           --------------------  -------------------

Costs and estimated earnings in excess of
  billings, net . . . . . . . . . . . . .  $               180   $              540
                                           ====================  ===================
</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 and estimated earnings on uncompleted contracts"
represents  amounts  billed  in  excess  of revenue recognized on the respective
construction  contracts.

NOTE  6.  IMPAIRMENT  OF  HOMES  UNDER  DEVELOPMENT

     Due  to  the  Company's credit problems and non-payment issues, the Company
has  been  unable  to utilize some of the subcontracting workforce it previously
used.  Therefore,  the  Company's  costs  have  been  significantly  higher than
expected.  This  resulted  in  an  estimated  accrual  for  future  losses  on a
single-family  subdivision  of  $966,000  in  the  third  quarter  of  2000.

NOTE  7.  PREPAID  EXPENSES  AND  OTHER  ASSETS

     Prepaid  expenses and other assets consist of the following (in thousands):

<TABLE>
<CAPTION>
                                                        SEPTEMBER 30, 2000   DECEMBER 31, 1999
                                                        -------------------  ------------------
<S>                                                     <C>                  <C>
Rental and other accounts receivable . . . . . . . . .  $               792  $            2,036
Development costs. . . . . . . . . . . . . . . . . . .                  238                 151
Furniture and equipment, net . . . . . . . . . . . . .                  774               1,368
Option and escrow deposits and impounds. . . . . . . .                  765               1,319
Other assets, primarily prepaid expenses and loan fees                  897               1,397
                                                        -------------------  ------------------

                                                        $             3,466  $            6,271
                                                        ===================  ==================
</TABLE>


                                       12
<PAGE>
NOTE  8.  NOTES  PAYABLE

Notes  payable  consist  of  the  following  (in  thousands):

<TABLE>
<CAPTION>
                                                     OUTSTANDING BALANCE AT        INTEREST         MATURITY
                                                  -----------------------------    RATES AT         DATES AT
                                                  SEPTEMBER 30,   DECEMBER 31,   SEPTEMBER 30,    SEPTEMBER 30,     APPROX.
                                                  --------------  -------------  --------------  ----------------   MONTHLY
                                                       2000           1999           2000             2000          PAYMENTS
                                                  --------------  -------------  --------------  ----------------  ---------
<S>                                               <C>             <C>            <C>             <C>               <C>
Notes payable to various financial institutions,
 collateralized by first trust deeds on real
 property with a carrying value of $105                                                          February 2007 -
 million at September 30, 2000 . . . . . . . . .  $       70,426  $      84,722    7.9% - 15.3%  November 2027     $     546

Notes payable to various financial institutions,
 collateralized by second deeds of trust on                                                      September 2000 -
 real property . . . . . . . . . . . . . . . . .           3,212              -          15.25%  December 2000            21

Notes payable to various financial institutions,
 unsecured . . . . . . . . . . . . . . . . . . .               -          2,108                                            -

Notes payable to various financial institutions,
 collateralized by other assets.  Includes
 $521,000 collateralized by Common Stock
 personally owned by the Company's
 President and principal stockholder, James
 C. Saxton, and includes $181,000 payable
 at September 30, 2000 to VOA to acquire                                                         March 2000 -
 interest in VOA's tax credit partnerships . . .             702          3,146    9.0% - 12.0%  January 2002              4
                                                  --------------  -------------

   Subtotal of various financial
    institutions                                          74,340         89,976
                                                  --------------  -------------

Notes payable to various individuals, secured
 by first trust deeds on real property                         -         14,132                                            -

Notes payable to various individuals,
 unsecured                                                     -          6,355                                            -

Notes payable to various individuals,
 collateralized by other assets, including
 $1.9 million collateralized by Common
 Stock personally owned by the Company's
 President and principal stockholder, James
 C. Saxton.  Also includes $5.2 million
 collateralized by second deeds of trust on
 commercial properties owned by the
 Company                                                       -          7,300                                            -
                                                  --------------  -------------

   Subtotal of notes payable to
    various individuals                                        -         27,787
                                                  --------------  -------------

   Total . . . . . . . . . . . . . . . . . . . .  $       74,340  $     117,763
                                                  ==============  =============
</TABLE>

     The  Company  had  3  properties  in  foreclosure  as of November 14, 2000.
Forbearance  agreements  have been reached on each of these properties and there
are  no  scheduled  trustee  sales  at  this time.  The Company is attempting to
prevent  foreclosure sales by completing pending property sales and other sales,
which  could provide sufficient cash flow to payoff the related debt.  There can
be  no  assurance  that  the  Company  will  be  successful  in  preventing  the
foreclosure  sales  of  these  properties.


                                       13
<PAGE>
The  properties  in  foreclosure  as of November 14, 2000 and their related debt
outstanding  at  September  30,  2000  are  as  follows:

<TABLE>
<CAPTION>
                      COLLATERAL                AMOUNT              FORECLOSURE
                    CARRYING VALUE           OUTSTANDING        AND/OR EXPIRATION OF
PROPERTY        AT SEPTEMBER 30, 2000   AT SEPTEMBER 30, 2000     FORBEARANCE DATE
--------------  ----------------------  ----------------------  --------------------
<S>             <C>                     <C>                     <C>

Sahara Vista B  $            6,612,000  $            3,732,000  N/A
Regency Plaza.               2,732,000               1,459,000  N/A
Sahara Vista A               4,809,000               3,901,000  N/A
                ----------------------  ----------------------

  Total. . . .  $           14,153,000  $            9,092,000
                ======================  ======================
</TABLE>

     For the remaining notes payable with  maturity dates in 2000, management is
negotiating  refinancing  alternatives  with  the  applicable  lenders.

     On  July  30, 1997, the Company entered into a $5,000,000 revolving line of
credit  agreement  with a financial institution.  Loans under the agreement bear
monthly interest at 1.5% above the prime rate as defined in the agreement (8.50%
at  December  31, 1999 and 9.50% at September 30, 2000), 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 September 30, 2000, the Company had outstanding
indebtedness  of $5.0 million maturing on May 5, 2001 (included in notes payable
to  financial  institutions).  Under  the terms of the agreement, the Company is
required  to  meet  certain  financial  covenants.

     On February 9, 1998, the Company  entered into a $10,000,000 revolving loan
agreement  with  a  financial  institution.  The  line  of  credit  provides for
borrowings  of  up  to  $1,000,000  for  general  working  capital requirements,
$4,000,000 for acquisition and development, including strategic acquisitions and
$5,000,000  for  land  acquisitions.  Borrowings  under  the  line of credit are
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.  The  agreement  is  also  subject  to  certain financial
covenants  and  restrictions.  The revolving working capital line for $1,000,000
was  payable  on  November  30,  1999,  the  maturity date, and the remainder is
payable  one  year and one day following each advance.  The due dates range from
December  1,  2000 to September 14, 2001.  As of December 31, 1999 and September
30,  2000,  the  Company had outstanding indebtedness of $5,000,000 (included in
notes  payable  to  financial institutions).  At September 30, 2000, the Company
was  in  default  on  this  line  of  credit.

     The  approximate  principal  maturities  of notes payable outstanding as of
September  30,  2000  are  as  follows  (in  thousands):

               Year ending December 31,
                2000. . . . . . . . . .  $31,707
                2001. . . . . . . . . .   26,404
                2002. . . . . . . . . .    1,692
                2003. . . . . . . . . .        -
                2004. . . . . . . . . .        -
                Thereafter. . . . . . .   14,537
                                         -------

                                         $74,340
                                         =======


                                       14
<PAGE>
     Interest  costs  incurred,  expensed  and  capitalized  were as follows (in
thousands):

                                    THREE MONTHS ENDED  NINE MONTHS ENDED
                                         SEPTEMBER 30,   SEPTEMBER 30,
                                        --------------  --------------
                                         2000    1999    2000    1999
                                        ------  ------  ------  ------
Interest incurred:
 Residential . . . . . . . . . . . . .  $1,627  $2,071  $6,788  $6,521
 Commercial. . . . . . . . . . . . . .     469     554   1,587   1,764
                                        ------  ------  ------  ------
   Total incurred. . . . . . . . . . .  $2,096  $2,625  $8,375  $8,285
                                        ======  ======  ======  ======

Interest expensed:
 Residential . . . . . . . . . . . . .  $1,627  $1,070  $3,714  $3,728
 Commercial. . . . . . . . . . . . . .     469     477   1,587   1,503
                                        ------  ------  ------  ------
   Total expensed. . . . . . . . . . .  $2,096  $1,547  $5,301  $5,231
                                        ======  ======  ======  ======

Interest capitalized during period:
 Residential . . . . . . . . . . . . .  $    -  $1,001  $3,074  $2,793
 Commercial. . . . . . . . . . . . . .       -      77       -     261
                                        ------  ------  ------  ------
   Total interest capitalized. . . . .  $    -  $1,078  $3,074  $3,054
                                        ======  ======  ======  ======

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 12.0% to 19.0%,
with  all  amounts  due  at  various dates in 2000.  During the first quarter of
1999,  the  Company  borrowed $724,000 and $300,000 from the Company's President
and  principal  stockholder,  James C. Saxton.  The notes matured on February 1,
2000 and bear interest at 19.0% and 18.0% per annum, respectively.  At September
30,  2000, the outstanding balances were $724,000 and $300,000, respectively and
these  loans  were  in  default.

     On  November 15, 1999, (the first anniversary of the closing of the Diamond
Key  acquisition),  in  connection with the purchase of Diamond Key, the Company
issued  146,391  shares  of the Company's Common Stock to Larison P. Clark.  The
Company was also obligated to pay Mr. Clark $1.0 million in cash on November 15,
1999.  The  Company  paid  Mr.  Clark  $300,000  through December 31, 1999.  The
remainder  was  recorded as a note payable for $700,000 with an interest rate of
18.0%  per  annum,  due  on May 3, 2000, of which $225,000 was paid in the first
quarter  of  2000.  In  the  third  quarter  of 2000, in connection with a court
order,  the  note  payable to Larison P. Clark increased by $139,000 for accrued
interest,  legal  fees,  late  fees  and  penalties.  The outstanding balance at
September  30,  2000  was  $614,000.  A  forbearance  agreement  was  reached on
November  2,  2000,  in  regards  to  the  repayment of this note payable.  This
agreement  is  based  on the sale of certain properties currently held for sale.

     During  the second quarter of 1999, the Company's Executive Vice President,
Michele  Saxton  Pori,  pledged  530,000  shares of Common Stock, or 6.9% of the
Company's  outstanding  shares as of December 31, 1999, as collateral for a $1.2
million  personal  loan.  Ms.  Pori  reloaned  the proceeds to the Company.  The
note  payable bears interest at 12.0% per annum and matured on February 3, 2000.
The  outstanding  balance  at September 30, 2000 was $591,000.  At September 30,
2000,  this loan was in default.  The Company understands that Ms.  Pori intends
to  repay,  in full, the loan from the lender upon repayment of the loan she has
made  to  the  Company.

     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 44.1% of the Company's outstanding shares at December 31, 1999, as
collateral for two personal loans to Mr.  Saxton and three loans to the Company.
Mr.  Saxton reloaned the proceeds from the two personal 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 12.0% per annum and
matured  on February 1, 2000.  The outstanding balance at September 30, 2000 was
$5.4  million.  As  of  September  30,  2000,  these loans were in default.  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.


                                       15
<PAGE>
NOTE  10.  EARNINGS  PER  COMMON  SHARE

     As  required  by SFAS No. 128, "Earnings per Share," ("EPS"), the following
unaudited  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              THREE MONTHS ENDED
                                       SEPTEMBER 30, 2000              SEPTEMBER 30, 1999
                                --------------------------------  ------------------------------
                                                      PER-SHARE                       PER-SHARE
                                   LOSS    SHARES      AMOUNT     INCOME    SHARES      AMOUNT
                                --------  ---------  -----------  -------  ---------  ----------
<S>                             <C>       <C>        <C>          <C>      <C>        <C>
Income (loss) before
 extraordinary gain. . . . . .  $(6,415)                          $   547

Basic EPS
---------
Income (loss) before
 extraordinary gain. . . . . .   (6,415)  8,336,455  $    (0.77)      547  7,732,922  $     0.07
                                --------  ---------  -----------  -------  ---------  ==========

Effect of dilutive securities:
Stock options. . . . . . . . .        -           -                     -        167
                                --------  ---------               -------  ---------

Diluted EPS
-----------
Income (loss) before
 extraordinary gain
                                $(6,415)  8,336,455  $    (0.77)  $   547  7,733,089  $     0.07
                                ========  =========  ===========  =======  =========  ==========
</TABLE>


<TABLE>
<CAPTION>
                                      NINE MONTHS ENDED                NINE MONTHS ENDED
                                      SEPTEMBER 30, 2000               SEPTEMBER 30, 1999
                                ---------------------------------  ------------------------------
                                                       PER-SHARE                       PER-SHARE
                                   LOSS     SHARES      AMOUNT     INCOME    SHARES      AMOUNT
                                ---------  ---------  -----------  -------  ---------  ----------
<S>                             <C>        <C>        <C>          <C>      <C>        <C>
Income (loss) before
 extraordinary gain. . . . . .  $(15,655)                          $ 2,495

Basic EPS
---------
Income (loss) before
 extraordinary gain . . . . . .  (15,655)  8,214,622  $    (1.91)    2,495  7,732,922  $     0.32
                                ---------  ---------  -----------  -------  ---------  ==========

Effect of dilutive securities:
Stock options. . . . . . . . . .       -           -                     -      1,125
                                ---------  ---------               -------  ---------

Diluted EPS
-----------
Income (loss) before
 extraordinary gain. . . . . .  $(15,655)  8,214,662  $    (1.91)  $ 2,495  7,734,047  $     0.32
                                =========  =========  ===========  =======  =========  ==========
</TABLE>


<TABLE>
<CAPTION>
                                     THREE MONTHS ENDED              THREE MONTHS ENDED
                                     SEPTEMBER 30, 2000              SEPTEMBER 30, 1999
                                ------------------------------  ------------------------------
                                                    PER-SHARE                       PER-SHARE
                                INCOME    SHARES      AMOUNT    INCOME    SHARES      AMOUNT
                                -------  ---------  ----------  -------  ---------  ----------
<S>                             <C>      <C>        <C>         <C>      <C>        <C>
Extraordinary gain on
 troubled debt restructuring .  $     -                         $     -

Basic EPS
---------
Extraordinary gain on
 troubled debt restructuring. .       -  8,336,455           -        -  7,732,922  $        -
                                -------  ---------  ----------  -------  ---------  ==========

Effect of dilutive securities:
Stock options. . . . . . . . .        -           -                   -        167
                                -------  ----------             -------  ---------

Diluted EPS
-----------
Extraordinary gain on
 troubled debt restructuring .  $     -  8,336,455  $        -  $     -  7,733,089  $        -
                                =======  =========  ==========  =======  =========  ==========
</TABLE>


                                       16
<PAGE>
<TABLE>
<CAPTION>
                                      NINE MONTHS ENDED             NINE MONTHS ENDED
                                     SEPTEMBER 30, 2000             SEPTEMBER 30, 1999
                                ------------------------------  ------------------------------
                                                    PER-SHARE                       PER-SHARE
                                INCOME    SHARES      AMOUNT    INCOME    SHARES      AMOUNT
                                -------  ---------  ----------  -------  ---------  ----------
<S>                             <C>      <C>        <C>         <C>      <C>        <C>
Extraordinary gain on
 troubled debt restructuring .  $18,044                         $     -

Basic EPS
---------
Extraordinary gain on
 troubled debt restructuring .   18,044  8,214,662  $     2.20        -  7,732,922  $        -
                                -------  ---------  ----------  -------  ---------  ==========

Effect of dilutive securities:
Stock options. . . . . . . . .        -          -                    -      1,125
                                -------  ---------              -------  ---------

Diluted EPS
-----------
Extraordinary gain on
 troubled debt restructuring .  $18,044  8,214,662  $     2.20  $     -  7,734,047  $        -
                                =======  =========  ==========  =======  =========  ==========
</TABLE>


<TABLE>
<CAPTION>
                                      THREE MONTHS ENDED              THREE MONTHS ENDED
                                      SEPTEMBER 30, 2000              SEPTEMBER 30, 1999
                                --------------------------------  ------------------------------
                                                      PER-SHARE                       PER-SHARE
                                   LOSS    SHARES      AMOUNT     INCOME    SHARES      AMOUNT
                                --------  ---------  -----------  -------  ---------  ----------
<S>                             <C>       <C>        <C>          <C>      <C>        <C>
Net income (loss). . . . . . .  $(6,415)                          $   547

Basic EPS
---------
Income (loss) applicable to
  Common stockholders. . . . .   (6,415)  8,336,455  $    (0.77)      547  7,732,922  $     0.07
                                --------  ---------  ===========  -------  ---------  ==========

Effect of dilutive securities:
Stock options. . . . . . . . .        -           -                     -        167
                                --------  ---------               -------  ---------

Diluted EPS
-----------
Income (loss) applicable to
  Common stockholders
  and assumed conversions. . .  $(6,415)  8,336,455  $    (0.77)  $   547  7,733,089  $     0.07
                                ========  =========  ===========  =======  =========  ==========
</TABLE>


<TABLE>
<CAPTION>
                                     NINE MONTHS ENDED               NINE MONTHS ENDED
                                     SEPTEMBER 30, 2000              SEPTEMBER 30, 1999
                                ------------------------------  ------------------------------
                                                    PER-SHARE                       PER-SHARE
                                INCOME    SHARES      AMOUNT    INCOME    SHARES      AMOUNT
                                -------  ---------  ----------  -------  ---------  ----------
<S>                             <C>      <C>        <C>         <C>      <C>        <C>
Net income . . . . . . . . . .  $ 2,389                         $ 2,495

Basic EPS
---------
Income applicable to
  Common stockholders. . . . .    2,389  8,214,662  $     0.29    2,495  7,732,922  $     0.32
                                -------  ---------  ==========  -------  ---------  ==========

Effect of dilutive securities:
Stock options. . . . . . . . .        -          -                    -      1,125
                                -------  ---------              -------  ---------

Diluted EPS
-----------
Income applicable to
  Common stockholders
  and assumed conversions. . .  $ 2,389  8,214,662  $     0.29  $ 2,495  7,734,047  $     0.32
                                =======  =========  ==========  =======  =========  ==========
</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
September  30,  2000  and  1999  were  137,650  and  415,800,  respectively.


                                       17
<PAGE>
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 was approved by the stockholders at
the  annual meeting of stockholders in June 1999.  As of September 30, 2000, the
Company  had 137,650 stock options outstanding 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 September 30, 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.  Employees holding 148,300 stock options elected to reprice on
January 2, 1998.  As of September 30, 2000, stock options had been granted under
the Option Plan with  exercise prices ranging from $1.125 per share to $8.25 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 $35.0 million
and  $29.9  million  at  September 30, 2000 and December 31, 1999, respectively.

NOTE  13.  INFORMATION  REGARDING  BUSINESS  SEGMENTS

     The  Company has determined that its reportable segments are those that are
based  on  the  Company's  method  of  internal  reporting, which segregates its
business by certain lines of business components.  The Company's four reportable
operating  segments  are: Homebuilding, Design-Build Services, Sales of 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  and  nine  months  ended  September  30,  2000 and 1999, respectively (in
thousands):

<TABLE>
<CAPTION>
                                             THREE MONTHS ENDED SEPTEMBER 30, 2000
                        -------------------------------------------------------------------------------
                                                                       PROPERTY
                        DESIGN-BUILD                    SALES OF    OPERATIONS AND
                          SERVICES      HOMEBUILDING    PROPERTY      MANAGEMENT      OTHER     TOTAL
                        -------------  --------------  ----------  ----------------  -------  ---------
<S>                     <C>            <C>             <C>         <C>               <C>      <C>
Revenue. . . . . . . .  $         424  $       4,600   $   2,625   $           984   $  156   $  8,789
Costs. . . . . . . . .            351          4,481       4,160                60        -      9,052
Other Costs. . . . . .              -            966           -                 -        -        966
                        -------------  --------------  ----------  ----------------  -------  ---------
 Gross profit (loss) .  $          73  $        (847)  $  (1,535)  $           924   $  156   $ (1,229)
                        =============  ==============  ==========  ================  =======  =========

Depreciation and
 amortization expense.  $           -  $           -   $       -   $             -   $  519   $    519

Interest expense . . .  $           -  $      (1,343)  $       -   $          (539)  $ (219)  $ (2,101)
Interest income. . . .  $           -  $           -   $       -   $             -   $    5   $      5

Total assets . . . . .  $       9,383  $      64,128   $       -   $        44,869   $4,804   $123,184
</TABLE>


                                       18
<PAGE>
<TABLE>
<CAPTION>
                                           THREE MONTHS ENDED SEPTEMBER 30, 1999
                        -----------------------------------------------------------------------------
                                                                     PROPERTY
                        DESIGN-BUILD                  SALES OF    OPERATIONS AND
                          SERVICES     HOMEBUILDING   PROPERTY      MANAGEMENT      OTHER     TOTAL
                       --------------  -------------  ---------  ----------------  -------  ---------
<S>                    <C>             <C>            <C>        <C>               <C>      <C>
Revenue . . . . . . .  $       4,989   $      29,013  $   3,214  $           815   $  619   $ 38,650
Costs . . . . . . . .          4,423          25,551      3,156              159        -     33,289
Other Costs . . . . .              -               -          -                -        -          -
                       --------------  -------------  ---------  ----------------  -------  ---------
 Gross profit . . . .  $         566   $       3,462  $      58  $           656   $  619   $  5,361
                       ==============  =============  =========  ================  =======  =========

Depreciation and
 amortization expense  $           -   $         116  $       -  $           181   $  330   $    627

Interest expense. . .  $           -   $           -  $       -  $        (1,536)  $  (11)  $ (1,547)
Interest income . . .  $          (8)  $          20  $       -  $           342   $    -   $    354

Total assets. . . . .  $      48,342   $     100,262  $       -  $        48,100   $7,645   $204,349
</TABLE>


<TABLE>
<CAPTION>
                                                NINE MONTHS ENDED SEPTEMBER 30, 2000
                        ---------------------------------------------------------------------------------
                                                                        PROPERTY
                         DESIGN-BUILD                    SALES OF    OPERATIONS AND
                           SERVICES      HOMEBUILDING    PROPERTY      MANAGEMENT      OTHER      TOTAL
                        --------------  --------------  ----------  ----------------  --------  ---------
<S>                     <C>             <C>             <C>         <C>               <C>       <C>
Revenue. . . . . . . .  $       2,766   $      38,662   $  31,950   $         2,798   $ 1,120   $ 77,296
Costs. . . . . . . . .          3,136          36,776      34,343               813         -     75,068
Other Costs. . . . . .              -             966           -                 -         -        966
                        --------------  --------------  ----------  ----------------  --------  ---------
 Gross profit (loss) .  $        (370)  $         920   $  (2,393)  $         1,985   $ 1,120   $  1,262
                        ==============  ==============  ==========  ================  ========  =========

Depreciation and
 amortization expense.  $           -   $         240   $       -   $           227   $   830   $  1,297

Interest expense . . .  $           -   $      (1,343)  $       -   $        (1,609)  $(2,365)  $ (5,317)
Interest income. . . .  $           -   $           4   $       -   $             -   $    12   $     16

Total assets . . . . .  $       9,383   $      64,128   $       -   $        44,869   $ 4,804   $123,184
</TABLE>


<TABLE>
<CAPTION>
                                              NINE MONTHS ENDED SEPTEMBER 30, 1999
                        -----------------------------------------------------------------------------
                                                                     PROPERTY
                        DESIGN-BUILD                  SALES OF    OPERATIONS AND
                          SERVICES     HOMEBUILDING   PROPERTY      MANAGEMENT      OTHER     TOTAL
                       --------------  -------------  ---------  ----------------  --------  --------
<S>                    <C>             <C>            <C>        <C>               <C>      <C>
Revenue . . . . . . .  $      17,156   $      76,115  $   4,901  $         2,669   $1,778   $102,619
Costs . . . . . . . .         14,205          66,713      4,180              682        -     85,780
Other Costs . . . . .              -               -          -                -        -          -
                       --------------  -------------  ---------  ----------------  -------  ---------
 Gross profit . . . .  $       2,951   $       9,402  $     721  $         1,987   $1,778   $ 16,839
                       ==============  =============  =========  ================  =======  =========

Depreciation and
 amortization expense  $           -   $         366  $       -  $           530   $  839   $  1,735

Interest expense. . .  $           -   $           -  $       -  $        (5,193)  $  (38)  $ (5,231)
Interest income . . .  $          (8)  $          20  $       -  $           820   $    -   $    832

Total assets. . . . .  $      48,342   $     100,262  $       -  $        48,100   $7,645   $204,349
</TABLE>


                                       19
<PAGE>
     Revenues as a percentage of total revenues generated by geographic location
are  as  follows:

          THREE MONTHS ENDED  NINE MONTHS ENDED
            SEPTEMBER 30,      SEPTEMBER 30,
           --------  -------  -------  -------
            2000     1999     2000     1999
           --------  -------  -------  -------
  Arizona     30.7%    47.5%    41.3%    44.2%
  Nevada.     69.3     49.4     51.2     47.5
  Utah. .      0.0      3.1      7.5      8.3
           --------  -------  -------  -------

    Total    100.0%   100.0%   100.0%   100.0%
           ========  =======  =======  =======

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 September 30, 2000 Compared to Three months Ended September
30,  1999

     Revenue.  Total  revenue  was  $8.8  million  for  the  three  months ended
September  30, 2000, representing a $29.9 million, or 77.2%, decrease from $38.7
million  for  the  three  months ended September 30, 1999. Construction revenue,
derived  entirely from two multi-family developments, decreased $4.6 million, or
92.0%,  due  to the projects nearing completion.  Sale of homes was $4.6 million
at  September  30,  2000,  compared  to  $29.0  million at September 30, 1999, a
decrease  of  $24.4 million, or 84.1%, as a result of buyer cancellations caused
by  a  halt  in  construction  in  the  first  half of 2000 due to the Company's
weakened  cash flow position, and the sale of the Tucson division of Diamond Key
Homes  which  resulted  in  fewer  home closings in Arizona.  The Company had 40
single-family  home  closings  for  the  three  months  ended September 30, 2000
representing  a  decrease from 265 closings for the three months ended September
30,  1999.  Home closings for the three months ended September 30, 2000 included
26 in Nevada, 0 in Utah and 14 in Arizona.  For the three months ended September
30,  1999,  home  closings  included 91 in Nevada, 7 in Utah and 167 in Arizona.
Sale  of  commercial  properties was $0 for the three months ended September 30,
2000,  compared  to  $3.2 million for the three months ended September 30, 1999,
primarily  due  to  the sale of a large warehouse and the operations of a retail
center  in  the third quarter of 1999 and no sales in the third quarter of 2000.
Rental  and  other  revenue decreased to $1.1 million for the three months ended
September  30,  2000,  or  21.4%,  from $1.4 million in the comparable period of
1999,  primarily  due  to  the  sale of three commercial properties in the first
quarter of 2000 and decreased revenues generated by HomeBanc Mortgage, a segment
of  business  that  the  Company  has  chosen to discontinue.  Additionally, the
Company retained the services of outside property management companies to manage
the  TCP  properties  and three Homeowners Associations in the fourth quarter of
1999,  resulting  in  a reduction in management fees billed.  These amounts were
offset  in  the  first  nine  months of 2000 by increased revenue as a result of
higher  levels  of  tenant  occupancy.

     Cost  of  Revenue.  Total  cost  of revenue was $10.0 million for the three
months  ended  September  30,  2000,  representing  a  $23.3  million, or 69.9%,
decrease from $33.3 million for the three months ended September 30, 1999.  Cost
of  revenue  for  the  three months ended September 30, 2000, as a percentage of
revenue  was  114.9%, compared to 86.1% for the three months ended September 30,
1999.  In addition, due to the Company's credit problems and non-payment issues,
the  Company  has been unable to utilize some of the subcontracting workforce it
previously  used.  Therefore, the Company's costs have been significantly higher
than  expected.  This  resulted  in  an estimated accrual for future losses on a
single-family  subdivision  of  $966,000  in  the  third  quarter  of  2000.

     Gross  Profit.  As  a  result  of  the  factors  noted  above,  the Company
experienced a gross loss on margins compared to positive results in 1999.  Gross
profit  (loss) as a percent of revenue decreased to (14.0)% for the three months
ended  September  30,  2000  from  13.9%  for  the  comparable  period  in 1999,
primarily  due to higher construction costs associated with the Company's credit
problems  and  non-payment  issues,  along  with  an  impairment  on homes under
development  as  a  result of these issues.  Gross margins on the sales of homes
decreased to 2.6% in the three months ended September 30, 2000 compared to 11.9%
in  the  three months ended September 30, 1999, also due to the Company's credit
problems  and non-payment issues.  The Company was unable to utilize some of the
subcontracting workforce it previously used.  Therefore, new contracts had to be
written  to  complete the work, which resulted in higher costs.  Gross margin on
construction  revenue increased to 17.2% in the three months ended September 30,
2000,  compared  to  11.3%  in  the  same period of 1999 due to one multi-family
development  under  construction  in the same period of 1999 recognizing a lower
profit  margin.


                                       20
<PAGE>
     General  and  Administrative Expenses.  General and administrative expenses
were  $3.1 million for the three months ended September 30, 2000, representing a
$300,000,  or  10.7%,  increase  from  $2.8  million  for the three months ended
September  30,  1999,  primarily  due  to a decrease in payroll offset by higher
professional  fees.

     Depreciation  and  Amortization.  Depreciation and amortization expense was
$519,000 for the three months ended September 30, 2000, representing a $108,000,
or  17.2%, decrease from $627,000 for the three months ended September 30, 1999,
primarily  due  to  the  discontinuation of depreciation on operating properties
during the first quarter of 2000 as all properties were held for sale.

     Interest  Expense,  Net.  Interest  expense,  net, was $2.1 million for the
three  months  ended  September  30,  2000,  representing an $900,000, or 75.0%,
increase  from $1.2 million for the three months ended September 30, 1999.  This
was primarily due to less interest capitalized as a result of work slowdowns and
reduction  in  qualifying  assets.

     Income  (Loss)  Before  Provision  for  Income  Taxes.  As  a result of the
foregoing factors, loss before provision for income taxes was $(6.9) million for
the  three months ended September 30, 2000, representing a $7.6 million decrease
from  income  of  $723,000  for  the  three  months  ended  September  30, 1999.

Nine months Ended September 30, 2000 Compared to Nine months Ended September 30,
1999

     Revenue.  Total  revenue  was  $77.3  million  for  the  nine  months ended
September 30, 2000, representing a $25.3 million, or 24.6%, decrease from $102.6
million  for  the nine months ended September 30, 1999. Construction revenue for
the  nine  months ended September 30, 2000 was $2.8 million, a decrease of $14.4
million, or 83.7%, from $17.2 million during the nine months ended September 30,
1999.  This  was  primarily  a  result  of two multi-family developments in full
construction  in  the  first  nine  months  of 1999, and reduced revenue as they
neared completion in the comparable period of 2000.  The Company has not entered
into  contracts  for construction on any new design-build projects at this time.
Sale of homes decreased 49.2%, or $37.4 million, from $76.1 million at September
30,  1999  to  $38.7  million  at  September  30,  2000.  The  Company  had  333
single-family  home  closings  for  the  nine  months  ended  September 30, 2000
representing  a  decrease  of  51.7%,  from the 689 closings for the nine months
ended September 30, 1999.  Home closings for the nine months ended September 30,
2000  included  54 in Nevada, 4 in Utah and 275 in Arizona.  For the nine months
ended  September  30, 1999, home closings included 245 in Nevada, 30 in Utah and
414  in  Arizona.  This  decrease  was primarily a result of buyer cancellations
caused  by a halt in construction in the first half of 2000 due to the Company's
weakened  cash flow position, and the sale of the Tucson division of Diamond Key
Homes  which  resulted  in  fewer  home closings in Arizona.  Sale of commercial
properties  was  $3.5  million  for  the  nine  months  ended September 30, 2000
compared  to  $4.9  million for the nine months ended September 30, 1999.  Three
commercial  operating  properties  were  sold  in the first nine months of 2000,
while four were sold in the comparable period of 1999.  Rental and other revenue
decreased to $3.9 million for the nine months ended September 30, 2000, an 11.3%
decrease  from  $4.4  million  in  the comparable period of the prior year.  The
decrease  was  primarily  due  to the sale of three commercial properties in the
first  quarter  of 2000 and decreased revenues generated by HomeBanc Mortgage, a
segment  of  business that the Company has chosen to discontinue.  Additionally,
the  Company  retained  the services of outside property management companies to
manage  the  TCP  properties  and  three  Homeowners  Associations in the fourth
quarter  of  1999,  resulting  in  a reduction in management fees billed.  These
amounts  were  offset in the first nine months of 2000 by increased revenue as a
result  of  higher  levels  of  tenant  occupancy.

     Cost  of  Revenue.  Total  cost  of  revenue was $76.0 million for the nine
months ended September 30, 2000, representing a $9.8 million, or 11.4%, decrease
from  $85.8  million  for  the  nine  months  ended September 30, 1999.  Cost of
revenue for the nine months ended September 30, 2000, as a percentage of revenue
was  98.3%  compared  to 83.6% for the nine months ended September 30, 1999.  In
addition,  due  to  the  Company's  credit  problems and non-payment issues, the
Company  has  been  unable  to  utilize  some of the subcontracting workforce it
previously  used.  Therefore, the Company's costs have been significantly higher
than  expected.  This  resulted  in  an estimated accrual for future losses on a
single-family  subdivision  of  $966,000  in  the  third  quarter  of  2000.


                                       21
<PAGE>
     Gross  Profit.  Gross  profit as a percent of revenue decreased to 1.6% for
the nine months ended September 30, 2000 from 16.4% for the comparable period in
1999.  Gross  margins on the sales of homes decreased to 4.9% in the nine months
ended  September  30,  2000 compared to 12.4% in the nine months ended September
30,  1999,  primarily  due  to  higher  construction  costs  associated with the
Company's  credit problems and non-payment issues.  Gross margin on construction
revenue  decreased  to  (13.4)%  in  the  nine  months ended September 30, 2000,
compared  to  17.2% in the same period of 1999, also due to the Company's credit
problems  and non-payment issues.  The Company was unable to utilize some of the
subcontracting  workforce  it  previously  used  as a result of credit problems.
Therefore,  new contracts had to be written to complete the work, which resulted
in  higher  costs.  In addition, the interest capitalized to each home increased
due  to  the  Company's  production  of  fewer homes to carry the burden.  Gross
profit  margin  on commercial properties sold in the nine months ended September
30,  2000  decreased  to 11.4% from 14.7% in the nine months ended September 30,
1999,  primarily due to the Company's decision to sell its commercial properties
at  a  discount  in  order  to  restructure  its  credit  position.

     General  and  Administrative Expenses.  General and administrative expenses
were  $9.1  million for the nine months ended September 30, 2000, representing a
$1.9  million,  or  26.3%,  increase from $7.2 million for the nine months ended
September  30,  1999. This was primarily a result of increased legal, accounting
and  consulting  fees  as a result of a cash flow shortage, in addition to fewer
job-costed  wages  resulting  from of a halt in construction in Nevada and Utah.
General  and  administrative  expense as a percentage of total revenue was 11.7%
for  the  nine  months ended September 30, 2000 as compared to 7.0% for the nine
months  ended  September  30,  1999.

     Depreciation  and  Amortization.  Depreciation and amortization expense was
$1.3  million  for  the  nine  months  ended  September 30, 2000, representing a
$400,000,  or  23.5%,  decrease  from  $1.7  million  for  the nine months ended
September  30,  1999,  primarily  due  to the discontinuation of depreciation on
operating  properties  during  the  first quarter of 2000 as all properties were
held for sale.

     Interest  Expense,  Net.  Interest  expense,  net, was $5.3 million for the
nine  months  ended  September  30,  2000,  representing  a  $900,000, or 20.4%,
increase  from  $4.4 million for the nine months ended September 30, 1999.  This
was primarily due to less interest capitalized as a result of work slowdowns and
a  reduction  in  qualifying  assets.

     Income  (Loss)  Before  Provision  for  Income  Taxes.  As  a result of the
foregoing  factors,  before  consideration  of  extraordinary  gain, loss before
provision for income taxes was $19.2 million for the nine months ended September
30,  2000, representing a $22.7 million, or 648.5%, decrease from income of $3.5
million  for  the  nine  months  ended September 30, 1999.  Income (loss) before
provision  for income taxes as a percentage of total revenue was (24.9)% for the
nine  months  ended  September  30, 2000 as compared to 3.4% for the nine months
ended  September  30,  1999.

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.

     The  Company  has  utilized,  and  may  continue  to  utilize,  options and
contingent sales contracts as a method of controlling and subsequently acquiring
land.  By  controlling  land  through  these methods on the future discretionary
purchase  of  land, the Company attempts to minimize its cash outlays and reduce
its  risk  from  changing  market  conditions.  While  the  Company  attempts to
prudently manage its acquisition and development of property, the development of
such  property  can  have  a  negative  impact on liquidity due to the timing of
acquisition  and  development  activities.


                                       22
<PAGE>
     If strategic acquisitions or joint venture opportunities arise, the capital
resources  of  the  Company  may  be  utilized,  if available, to undertake such
opportunities.  The timing and nature of these opportunities cannot be predicted
and  the financing of any future strategic acquisition or joint venture may take
a  variety  of  forms.

     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  generally  seeks to obtain permanent financing secured by the property.
There  can  be  no  assurance,  however, that the Company will be able to obtain
satisfactory  financing  for  the  development  of  any  of its projects and the
failure to obtain satisfactory financing would have a material adverse effect on
the  Company,  its  operations  and  its  financial condition.  The Company also
expects  purchases  of  construction  and  computer  equipment during 2000 to be
nominal,  based  on  the  Company's  debt  restructuring.

     The  Company's  claim  for  a  federal  income  tax  refund  due to the net
operating  loss  for  the taxable years ended December 31, 1998 was processed by
the  Internal  Revenue  Service  and  resulted  in a refund of taxes paid in the
amount  of $3.6 million in the first quarter of 2000.  The Company did not incur
a  tax  liability  for  the  year  ended  December  31,  1999.

     At  September  30,  2000,  the Tax Credit Partnerships were indebted to the
Company  in  the  aggregate  amount of approximately $11.1 million, representing
developer  fees, land,  construction  costs  and the Company's investment in the
joint  ventures.  This  amount had been written down from $41.1 million to their
fair  value  of  $15.8  million  at  the  end  of  1999.

     During  the  fourth  quarter  of  1999,  the  Company  began to explore the
possibility  of selling the Tax Credit Project general partnership interests and
receivables  to  strengthen  the Company's cash flow position.  As such, the Due
from  TCP's  and  the Investments in the TCP Joint Ventures are held for sale at
September  30,  2000  and  are  actively being marketed for sale.  Therefore, at
September 30, 2000, the amounts are recorded at the lower of cost or fair value,
less selling expenses.  The Company has obtained a fair market valuation from an
independent  third  party  for  the  general  partnership  interests  and  the
receivables  from  the  eight  TCP  properties.

     Until  the  fourth quarter of 1999, the Company had not attempted to market
these  general  partnership interests and receivables and based on all available
information,  the  Company  believed  that  it  would  be  able  to  collect the
receivable  balances  plus  interest  as  provided  for  in  the agreements.  In
addition, management's estimated future cash flows exceeded the gross receivable
balance  at  September  30,  2000.

     The  Company  has  made  its  capital contributions to the eight Tax Credit
Partnerships.  The  Company  is  obligated,  however,  to make operating expense
loans,  not  to exceed an aggregate of $3.4 million, to meet operating deficits,
if  any,  of  such Tax Credit Partnerships.  The Company does not plan to pursue
any  new  Tax  Credit  Projects  in  the  foreseeable  future.

     As  of  November  14,  2000,  the  Company  had  completed  the sale of two
commercial  properties  resulting  in  cash flow to the Company of approximately
$220,000  and  debt  relief  of  approximately  $2.9 million.  Additionally, the
Company  currently  has  eight  properties  in  escrow  and  expects  revenue of
approximately  $30.0  million  and  debt  relief  of  $28.2 million.  Management
expects  cash  flow from these sales of approximately $1.0 million. There can be
no  assurance however that any of the proposed asset sales will be completed or,
that  if completed,  they  would  be completed in a timely enough manner for the
Company to avoid filing, or being forced into, bankruptcy.  Similarly, there can
be  no  assurance  the Company's other  creditors will forego taking any actions
against  the  Company pending the completion of these transactions and there can
be  no  assurance that, even if the transactions are completed, that the Company
will  be  able  to  avoid  filing,  or  being  forced  into,  bankruptcy.

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 September 30, 2000 and
December  31,  1999,  the  Company  had  120  homes  and  356  homes in backlog,
respectively, representing aggregate sales values of approximately $14.0 million
and  $40.1 million, respectively.  The decrease in backlog at September 30, 2000
is  primarily attributable to cancellations as a result of the construction work
slowdown  in  Nevada  and  Utah  in  the  fourth  quarter  of  1999  and halt of
construction  in  the  first  half  of 2000.  There can be no assurance that the
buyers  will  remain  in  place  long enough for the Company to close the sales.


                                       23
<PAGE>
     As  part  of  its  sales  and  marketing  efforts,  the  Company builds and
maintains  model  homes  in  each  of  its active communities.  The Company also
builds  homes, which are under construction, or completed, for which the Company
does  not yet have sales contracts ("speculative homes") on a project-by-project
basis.  It  is possible that, in the event of adverse economic or other business
conditions  affecting home buying activity in the Company's markets, the Company
may  be  required  to reduce prices or provide sales incentives to liquidate its
inventory  of  model  or speculative homes. It is also possible that the Company
could be required to reduce prices or provide sales incentives to sell its model
homes  at the conclusion of a particular community.  Either of these actions, if
taken,  could  have  the effect of depressing the Company's gross margin for the
relevant  periods.

     The  Company is also involved in the design-build development of commercial
projects.  Backlog  for  such commercial projects are 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 December 31, 1999 and September 30, 2000, the Company had backlog
under  its  design-build  contracts of approximately $8.1 million.  There was no
change  in  design-build  backlog due to the decline in construction activity in
Nevada  in  the  fourth  quarter of 1999 and a halt in construction in the first
half  of  2000  due  to  the  Company's  weakened  cash  flow  position.

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,
and  Reno  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; (vii) the cost and
availability  of  materials and labor; and (viii) homebuyers preference to close
new  home  purchases either prior to the start of a new school year, or prior to
the  end of year holiday season.  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.

     Effects  of  Changing  Prices,  Inflation  and  Interest  Rates.  Although,
Management  believes  that  inflation  has  not  had  a  material  impact on the
Company's  operations,  it  has  recognized substantial increases in development
labor and materials due to a cash flow shortage.  The Company has been unable to
pass  these  increases  on  to its construction clients or the purchasers of its
properties,  therefore  recognizing  losses.  The  Company  had  outstanding
approximately $58.1 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  10.1%  per annum at
September 30, 2000.  If the interest rates on the floating rate debt increase in
accordance  with  changes  to  the  indexes upon which the rates are based, debt
service  obligations  of  the  Company  will  increase.

     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.


                                       24
<PAGE>
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 for
the  year ended December 31, 1999.  There have been no significant changes since
the  filing  of  the  aforementioned  report.


                                       25
<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 September 30,
                     2000.


(b)  Reports  on  Form 8-K.  The following reports on Form 8-K were filed during
or  dated  for  the first quarter of fiscal year ended December 31, 2000 and for
the  period  between  January  1,  2000  and  the  date  hereof:

Form  8-K  dated and filed March 24, 2000 relating to press release with respect
to  pending  fourth  quarter  loss  issued  on  March  23,  2000.

Form  8-K dated April 12, 2000 and filed April 24,2000 related to resignation of
two  directors,  non-timely  filing  of  Form  10-K and potential delisting from
Nasdaq.

Form  8-K  dated April 27, 2000 and filed May 8, 2000 related to the resignation
of  a  director  and  Chief  Accounting  Officer.

Form  8-K  dated  May 5, 2000 and filed May 9, 2000 related to additional Nasdaq
delisting  notification.

Form  8-K  dated  June 14, 2000 and filed June 16, 2000 related to the delisting
from  the  Nasdaq  Stock Market and resignation of an Executive Vice-President -
Corporate  Development  and  Director  of  the  Company.

Form  8-K  dated  and  filed  August 11, 2000 related to the sale of the Tucson,
Arizona  division of Diamond Key Homes, the sale of the fixed assets of HomeBanc
Mortgage  and  the  resignation  of  two  directors  of  the  Company.


                                       26
<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

November  21,  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  &  Accounting  Officer)


                                       27
<PAGE>
                       INDEX TO EXHIBITS

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

 27       Financial Data Schedule for the quarter       28
          ended September 30, 2000


                                       28
<PAGE>