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 March 31, 2000

                                       or

              [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
                      OF THE SECURITIES EXHANGE 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  March  31,  2000  was  8,336,455.


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<CAPTION>
                      SAXTON INCORPORATED AND SUBSIDIARIES
                                   FORM 10-Q


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

            Condensed Consolidated Balance Sheets  -
            December 31, 1999 and March 31, 2000                          3
            Condensed Consolidated Statements of Income -
            Three Months Ended March 31, 1998 and 1999                    4

            Condensed Consolidated Statement of  Stockholders'
            Equity - Three Months Ended March 31, 2000                    5

            Condensed Consolidated Statements of Cash Flows -
            Three Months Ended March 31, 1999 and 2000                  6-7

            Notes to Condensed Consolidated Financial Statements          8

  Item 2 .  Management's Discussion and Analysis of
            Financial Condition and Results of Operations             18-19

  Item 3.   Quantative and Qualitative Disclosures About Market Risk     23

PART  II.  OTHER  INFORMATION

  Item 1.   Legal Proceedings                                            24

  Item 2.   Changes in Securities                                        24

  Item 3.   Defaults Upon Senior Securities and Use of Proceeds          24

  Item 4.   Submission of Matters to a Vote of Security Holders          24

  Item 5.   Other Information                                            24

  Item 6.   Exhibits and Reports on Form 8-K                             24

SIGNATURES                                                               25
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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)

                                                                          DECEMBER 31,    MARCH 31,
ASSETS                                                                        1999           2000
                                                                         --------------  ------------
Real estate properties (all held for sale at December 31, 1999 and
  March 31, 2000):
<S>                                                                      <C>             <C>
   Operating properties, net of accumulated depreciation. . . . . . . .  $       28,215  $     25,093
   Properties under development . . . . . . . . . . . . . . . . . . . .          89,974        90,069
   Land held for future development or sale . . . . . . . . . . . . . .          13,436        13,436
                                                                         --------------  ------------
     Total real estate properties . . . . . . . . . . . . . . . . . . .         131,625       128,598
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . .           6,268         2,291
Due from Tax Credit Partnerships (held for sale at December 31, 1999
 and March 31, 2000)                                                             12,587        11,654
Construction contracts receivable, net of allowance for doubtful
 accounts of $100 at December 31, 1999 and $100 at March 31, 2000 . . .           2,451         2,735
Costs and estimated earnings in excess of billings on uncompleted
 contracts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             760           252
Notes receivable. . . . . . . . . . . . . . . . . . . . . . . . . . . .             936           101
Investments in joint ventures . . . . . . . . . . . . . . . . . . . . .           3,249         3,250
Due from related parties. . . . . . . . . . . . . . . . . . . . . . . .              26            23
Goodwill, net of accumulated amortization of $734 at December 31, 1999
 and $879 at March 31, 1999 . . . . . . . . . . . . . . . . . . . . . .           7,251         7,106
Deferred tax asset, net . . . . . . . . . . . . . . . . . . . . . . . .           1,604         2,544
Prepaid expenses and other assets . . . . . . . . . . . . . . . . . . .           6,271         6,243
                                                                         --------------  ------------
     Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . .  $      173,028  $    164,797
                                                                         ==============  ============

LIABILITIES AND STOCKHOLDERS' EQUITY

Accounts payable and accrued expenses . . . . . . . . . . . . . . . . .  $       27,576  $     27,295
Tenant deposits and other liabilities . . . . . . . . . . . . . . . . .           7,357         6,314
Billings in excess of costs and estimated earnings on uncompleted
 contracts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             220         1,903
Notes payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         117,763       110,877
Notes payable to related parties. . . . . . . . . . . . . . . . . . . .          10,103         9,883
Long-term capital lease obligations . . . . . . . . . . . . . . . . . .           1,041           940
                                                                         --------------  ------------
     Total liabilities. . . . . . . . . . . . . . . . . . . . . . . . .         164,060       157,212
                                                                         --------------  ------------

Commitments and contingencies

Stockholders' equity:
Common stock, $.001 par value.  Authorized 50,000,000
 shares; issued and outstanding 7,879,313 at December 31, 1999
 and 8,336,455 March 31, 2000 . . . . . . . . . . . . . . . . . . . . .               8             8
Preferred stock, $.001 par value. Authorized 5,000,000
 shares; no shares issued and outstanding . . . . . . . . . . . . . . .               -             -
Additional paid-in capital. . . . . . . . . . . . . . . . . . . . . . .          22,482        23,510
Retained earnings (deficit)                                                     (13,522)      (15,933)
                                                                         --------------  ------------
     Total stockholders' equity . . . . . . . . . . . . . . . . . . . .           8,968         7,585
                                                                         --------------  ------------

     Total liabilities and stockholders' equity . . . . . . . . . . . .  $      173,028  $    164,797
                                                                         ==============  ============
</TABLE>


         See accompanying notes to condensed consolidated financial statements.


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<CAPTION>
                            SAXTON INCORPORATED AND SUBSIDIARIES

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

                                                                      THREE MONTHS ENDED
                                                                           MARCH 31,
                                                                   -------------------------
                                                                      1999          2000
                                                                   -----------  ------------
REVENUE:
<S>                                                                <C>          <C>
Construction revenue, including Tax Credit Partnership
construction revenue of $3,913 and $319  for the
three months ended March 31, 1999 and 2000, respectively                $4,750         $370
 Sales of homes . . . . . . . . . . . . . . . . . . . . . . . . .       21,671       19,284
 Sales of commercial properties . . . . . . . . . . . . . . . . .        1,550        4,297
 Rental revenue . . . . . . . . . . . . . . . . . . . . . . . . .        1,010          959
 Other revenue. . . . . . . . . . . . . . . . . . . . . . . . . .          571          374
                                                                   -----------  ------------
     Total revenue. . . . . . . . . . . . . . . . . . . . . . . .       29,552       25,284
                                                                   -----------  ------------

COST OF REVENUE:
 Cost of construction, including Tax Credit Partnership cost of
   construction of $2,686 and $705 for the three months ended
   March 31, 1999 and 2000, respectively. . . . . . . . . . . . .        3,868          785
 Cost of homes sold . . . . . . . . . . . . . . . . . . . . . . .       19,230       17,736
 Cost of commercial properties sold . . . . . . . . . . . . . . .        1,006        3,778
 Rental operating cost. . . . . . . . . . . . . . . . . . . . . .          287          509
                                                                   -----------  ------------
     Total cost of revenue. . . . . . . . . . . . . . . . . . . .       24,391       22,808
                                                                   -----------  ------------

 Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . .        5,161        2,476
                                                                   -----------  ------------
 General and administrative expenses. . . . . . . . . . . . . . .        2,040        3,644
 Depreciation and amortization. . . . . . . . . . . . . . . . . .          531          557
                                                                   -----------  ------------
     Operating income (loss)  . . . . . . . . . . . . . . . . . .        2,590       (1,725)
                                                                   -----------  ------------

OTHER EXPENSE:
 Interest expense, net of interest income of $245 and $3 for the
   three months ended March 31, 1999 and 2000, respectively . . .       (1,352)      (1,604)
 Joint venture loss   . . . . . . . . . . . . . . . . . . . . . .           (6)           -
                                                                   -----------  ------------
     Total other expense  . . . . . . . . . . . . . . . . . . . .       (1,358)      (1,604)
                                                                   -----------  ------------
Income loss before provision for income taxes . . . . . . . . . .        1,232       (3,329)
Provision for income taxes. . . . . . . . . . . . . . . . . . . .          378         (918)
                                                                   -----------  ------------
     Net income (loss). . . . . . . . . . . . . . . . . . . . . .  $       854  $    (2,411)
                                                                   ===========  ============

EARNINGS LOSS PER COMMON SHARE:
Basic:

Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . .  $      0.11  $     (0.29)
                                                                   ===========  ============

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


Diluted:

Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . .  $      0.11  $     (0.29)
                                                                   ===========  ============
Weighted-average number of common shares outstanding assuming
 dilution . . . . . . . . . . . . . . . . . . . . . . . . . . . .    7,734,817    8,336,496
                                                                   ===========  ============


                See accompanying notes to condensed consolidated financial statements.
</TABLE>


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<CAPTION>
                                 SAXTON INCORPORATED AND SUBSIDIARIES

                       CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                   THREE MONTHS ENDED MARCH 31, 2000
                                            (in thousands)
                                              (unaudited)



                                                                   ADDITIONAL
                                               SHARES     COMMON     PAID-IN     RETAINED
                                             OUTSTANDING   STOCK     CAPITAL     EARNINGS       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 three months
ended March 31, 2000  . . . . . . . . . . .            -        -            -      (2,411)     (2,411)
                                             -----------  -------  -----------  -----------  ----------
Balance at March 31, 2000 . . . . . . . . .        8,336  $     8  $    23,510  $  (15,933)  $   7,585
                                             ===========  =======  ===========  ===========  ==========

                See accompanying notes to condensed consolidated financial statements.
</TABLE>


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<CAPTION>
                               SAXTON INCORPORATED AND SUBSIDIARIES

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

                                                                           THREE MONTHS ENDED
                                                                               MARCH 31,
                                                                        -------------------------
                                                                           1999          2000
                                                                        -----------  ------------
<S>                                                                     <C>          <C>
Cash flows from operating activities:

Net income (loss)                                                             $854     $  (2,411)
 Adjustments to reconcile net income loss to net cash used in
    operating activities:
     Depreciation and amortization . . . . . . . . . . . . . . . . . .         531           557
     Gain on sales of commercial properties. . . . . . . . . . . . . .        (671)         (518)
     Joint venture loss. . . . . . . . . . . . . . . . . . . . . . . .           5             -
     Increase in investments in joint ventures . . . . . . . . . . . .         (50)            -
     Changes in operating assets and liabilities:
       Decrease in due from Tax Credit Partnerships. . . . . . . . . .         363           934
       Decrease (increase) in construction contracts receivable. . . .         116          (284)
       Decrease in costs and estimated earnings in excess of billings
         on uncompleted contracts. . . . . . . . . . . . . . . . . . .         628           507
       Increase in properties under development. . . . . . . . . . . .     (10,468)          (95)
       Decrease in prepaid expenses and other assets . . . . . . . . .       1,201          (767)
       Increase (decrease) in accounts payable and accrued expenses. .         193          (281)
       Increase in billings in excess of costs and
         estimated earnings on uncompleted contracts . . . . . . . . .         707         1,683
       Increase (decrease) in tenant deposits and other liabilities. .        (210)       (1,043)
                                                                        -----------  ------------

         Net cash used in operating activities . . . . . . . . . . . .      (6,801)       (1,718)
                                                                        -----------  ------------

Cash flows from investing activities:

 Expenditures for property acquisitions and improvements . . . . . . .      (1,313)            -
 Proceeds from sales of commercial properties. . . . . . . . . . . . .       1,550         3,084
 Decrease in notes receivable from related parties . . . . . . . . . .         (28)          850
 Payments from notes receivable from related parties . . . . . . . . .          37           (14)
 Increase in notes receivable. . . . . . . . . . . . . . . . . . . . .        (949)            -
 Payments from notes receivable. . . . . . . . . . . . . . . . . . . .         248             -
                                                                        -----------  ------------

         Net cash used in  provided by investing activities. . . . . .        (455)        3,920
                                                                        -----------  ------------

Cash flows from financing activities:

 Proceeds from issuance of notes payable . . . . . . . . . . . . . . .      26,176        18,868
 Payments on notes payable and capital lease obligations . . . . . . .     (18,483)      (24,826)
 Proceeds from issuance of notes payable to related parties. . . . . .         300             5
 Payments on notes payable to related parties. . . . . . . . . . . . .      (1,205)         (225)
                                                                        -----------  ------------

         Net cash used in provided by financing activities . . . . . .       6,788        (6,178)
                                                                        -----------  ------------

         Net decrease in cash and cash equivalents . . . . . . . . . .        (468)       (3,977)
 Cash and cash equivalents:
   Beginning of period . . . . . . . . . . . . . . . . . . . . . . . .       1,331         6,268
                                                                        -----------  ------------

   End of period . . . . . . . . . . . . . . . . . . . . . . . . . . .  $      863   $     2,291
                                                                        ===========  ============

     See accompanying notes to condensed consolidated financial statements.
</TABLE>


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<TABLE>
<CAPTION>
                           SAXTON INCORPORATED AND SUBSIDIARIES

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

                                                                        THREE MONTHS ENDED
                                                                             MARCH 31,
                                                                      ----------------------
                                                                         1999       2000
                                                                      ----------  ----------
<S>                                                                   <C>         <C>
Supplemental disclosure of cash flow information:
Cash paid during the period for interest, net of amounts capitalized  $    2,251  $      376
                                                                      ==========  ==========
   Cash paid during the period for income taxes. . . . . . . . . . .  $        9  $        -
                                                                      ==========  ==========

Non-cash financing and investing activities:
--------------------------------------------
   Common stock issued to Volunteers of America (VOA) in
     connection with a purchase agreement. . . . . . . . . . . . . .  $        -  $    1,029
                                                                      ==========  ==========

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


     See accompanying notes to condensed consolidated financial statements.
</TABLE>


                                        7
<PAGE>
                      SAXTON INCORPORATED AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)

NOTE  1.   DESCRIPTION  OF  SAXTON  INCORPORATED

     Saxton  Incorporated  ("Saxton"  or  the  "Company")  is a diversified real
estate  company,  specializing  principally  in  the  affordable  homebuilding
industry,  operating  in  the  fast-growing  Las Vegas, Phoenix, Salt Lake City,
Tucson  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 and
its  second  home  development in early 1997.  During 1999, the Company sold 924
homes,  at  an  average price of $111,161, an increase from 251 homes sold at an
average price of $110,100 in 1998. Reflecting the Company's commitment to expand
its  homebuilding  activities,  in March 1998, the Company acquired Maxim Homes,
Inc.  ("Maxim") and in November 1998, acquired Diamond Key Homes, Inc. ("Diamond
Key").  Maxim, a Salt Lake City, Utah homebuilder, specialized in building homes
generally  ranging  in  price from $145,000 to $185,000. Diamond Key, an Arizona
homebuilder  and  construction  company,  specialized in entry-level and move-up
homes  generally  ranging  in  price  from  $90,000  to  $120,000.  The Company,
including  Maxim  and  Diamond Key, had 26 residential community developments in
process,  in  three states, as of March 31, 1999.  The Company also provides its
construction  and  design-build  development  services  to  clients  which  have
included  large,  nationally  recognized  public  companies  as  well as smaller
regional  businesses.

     The Company's portfolio of 12 income producing properties at March 31, 2000
included  approximately  307,316  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  has  experienced  a  slow  down of construction in the fourth
quarter  of  1999  and  a  halt  of construction in Nevada and Utah in the first
quarter of 2000, primarily due to cash flow problems and over expansion, and was
in default on substantially all notes payable at March 31, 2000.  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.

     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.


                                        8
<PAGE>
     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  is  still  in  the  process  of
finalizing  the  details  of  various  loan  terms  with  its  creditors  and
subcontractors.  The  Company  has  been  meeting  with  its  lenders  and
subcontractors in order to discuss with them the Company's operations, including
the cash flow shortage, and the proposed Workout Plan.  However, there can be no
assurance  that  the Company will be able to obtain agreement from its creditors
and  subcontractors  to  the  Workout  Plan.


     As  part  of the Workout Plan the Company has agreed to certain controls on
its  use  of  cash,  including  setting  up a voucher control system with Nevada
Construction  Services to coordinate payments to lenders and subcontractors. The
Company  has also proposed, as an additional component of the Workout Plan, that
its  subcontractors 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 will be 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 (effective May 12,
2000)  has  been  reached  with a group of the Company's various individual debt
holders  ("Debt Holder"), which agreement is the cornerstone of the Workout Plan
and  would allow the Company to conduct an orderly disposition of certain of its
assets  so  as  to  improve  its balance sheet and its cash flow.  The agreement
provides  for the Debt Holder to acquire assets from the Company with a carrying
value of approximately $11.3 million, comprised of the Company's rights to a 914
acre  parcel  of  undeveloped  land  in  Tucson,  Arizona,  an 80 acre parcel of
undeveloped  land  in  North  Las  Vegas,  Nevada,  and  two  properties  under
development  in  Phoenix, Arizona.  In exchange for such assets, the Debt Holder
will  forgive  any  and  all  indebtedness  of  the Company in favor of the Debt
Holder,  currently  aggregating  approximately  $34.1  million ($28.0 million at
March  31,  2000) and bearing interest rates ranging from 0.0% to 30.0%, and the
Company  will  receive  the Debt Holder's interest in a condominium project that
has  a fair value of approximately $8.5 million and related debt of $5.5 million
(assumed  by  the  Company)  and  the  Debt  Holder's  assumed  Company  debt of
approximately  $2.7  million  on  the  two  Phoenix,  Arizona  properties.  This
agreement  eliminates  the high interest rate debt the Company has recorded with
respect  to  these assets and it improves the balance sheet position in that the
primary  asset  being  given  in  exchange  for  the extinguishment of debt is a
contract  to  acquire  the  914 acre parcel, which is recorded as a $1.8 million
asset  on  the  Company's  Consolidated  Balance Sheet. Through May 12, 2000 the
Company  has  sold  three  operating  properties and two parcels of land, with a
carrying  value  of  approximately  $5.3  million and debt of approximately $4.2
million  at December 31, 1999, for a total of approximately $6.1 million.  These
sale  transactions  retired  debt  of  approximately  $4.2 million.  The sale of
properties  and  extinguishment  of  debt  will  result  in  debt  retirement of
approximately  $39.9  million and a gain of approximately $26.1 million in 2000.
Although  some  of the Debt Holders' obligations are unsecured, much of the debt
is  secured.  Hence,  this  transaction  will free up equity for the purposes of
generating  cash  either  through  loans or sales to meet the existing cash flow
shortages.

     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  would  be  freed  up, and the
Company's  cash  flow  demands  from  short  term  borrowings  should  diminish
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.

     The Company also decreased its workforce in the first quarter of 2000 by 68
employees  or  27.9% of the Company's workforce, which resulted in a decrease in
payroll  of  approximately  $1.0  million  in  the  first  quarter  of  2000.



                                        9
<PAGE>
NOTE  2.   ACQUISITIONS

     On  March 20, 1998, the Company acquired all of the capital stock of Maxim,
a Utah homebuilder.  The acquisition was accounted for using the purchase method
of  accounting.  Maxim  operates  principally  as  a  single-family  residential
homebuilder,  specializing  in  building  homes  generally ranging in price from
$145,000  to  $185,000.  The consideration, totaling $1,131,000, paid at closing
for  this  acquisition  consisted  of:  (i) $224,000 in cash; (ii) approximately
$338,000  in  the  Company's  Common  Stock  (42,280  shares at valued $8.00 per
share);  and  (iii)  $569,000  in  cash to retire a portion of Maxim's debt.  In
addition, the Company may make five annual installments ("earn-out payments") on
March  31  of each year beginning in 1999, subject to certain levels of required
income.  These  earn-out  payments  are  based  on  a  specified  percentage  of
estimated  after-tax  net income of the Salt Lake City real estate operations of
the  Company  and  are  to  be made 50% in the Company's Common Stock and 50% in
cash.  No  earn-out  payments  were required to be paid and no earn-out payments
were  made  during  1999  or  the  first  quarter  of  2000.

     On  November  13,  1998, the Company acquired the outstanding capital stock
and  ownership  interests  of  Diamond  Key  and  certain  related  entities for
approximately  $12.9 million.  The purchase was accounted for using the purchase
method of accounting and the price was approximately $10,876,000 paid in cash at
closing,  approximately  $250,000  which  was  paid  in 1999, with an additional
amount  of  $2,000,000  to  be  paid 50% in cash and 50% in the Company's Common
Stock  one  year  from the date of closing.  On November 15, 1999, one year from
the  date  of closing and pursuant to the purchase agreement, the Company issued
146,391  shares  of  the  Company's  Common  Stock  to fulfill the stock payment
obligation.  Of  the  $1.0  million  to  be paid in cash, $300,000 has been paid
through  December 31, 1999 and the remainder has been recorded as a note payable
for  $700,000,  which  was  due  on May 3, 2000 at an interest rate of 18.0% per
annum,  which  has  not  yet  been  paid.

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

     Goodwill related to the acquisitions of  Maxim,  Diamond  Key and HomeBanc,
totaling approximately $8.0 million, is amortized over 15 years.  The operations
of  these  three  acquisitions  were  included  in  the  Company's  Consolidated
Statements  of  Operations  since  their  acquisition  dates.

Revenues  as a percentage of total revenues generated by geographic location are
as  follows:

                                    THREE MONTHS ENDED
                                         MARCH 31,
                                    ------------------
                                     1999      2000
                                    --------  --------
                Arizona               42.2 %    71.5 %
                Nevada                44.5      26.5
                Utah                  13.3       2.0
                                    --------  --------
                  Total              100.0 %   100.0 %

NOTE  3.   BASIS  OF  PRESENTATION

     The  accompanying  consolidated  condensed  financial  statements have been
prepared  on  a  going concern basis.  The Company has experienced a slowdown of
construction  in the fourth quarter of 1999 and a halt of construction in Nevada
and  Utah in the first quarter of 2000 primarily, due to a shortage of available
cash flow.  The Company presently is unable to pay interest or principal amounts
outstanding  on notes payable and all notes payable were in default at March 31,
2000.  The  Company  is  currently negotiating with lenders to forbear receiving
principal and interest or otherwise restructure the terms thereof.  In the event
the  Company  is  unable  to  successfully  renegotiate an appropriate period of
forbearance  or  other  satisfactory  restructuring  of  the  outstanding  notes
payable,  the  lenders  thereunder  have  the  right  to accelerate the loan and
exercise  their  remedies  under  the  note agreements, including foreclosure of
their  security  interest  in  the  Company's  assets.

     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,
$10.9  million in cash, a portion of which was borrowed funds; 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


                                       10
<PAGE>
funds intended for working capital and other purposes, and for which the Company
was  unable  to  obtain  permanent  replacement financing on satisfactory terms;
over-expansion;  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.

     In  the  first  quarter  of 2000, the Company hired outside consultants and
legal expertise to assist in formulating and negotiating a workout business plan
(the "Workout Plan"). The key elements of the Workout  Plan  are: to establish
adequate  cash  management  controls  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 believes 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.  The  accompanying  financial  statements  do not include any
adjustments  related to the recoverability and classification of recorded assets
or  its  classifications  of recorded liabilities that might be necessary should
the  Company  be  unable  to  continue  as  a  going  concern.

     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  three  months  ended March 1999 and 2000.  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.


NOTE  4.   REAL  ESTATE  OPERATING  PROPERTIES

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


<TABLE>
<CAPTION>
                                           DECEMBER 31, 1999     MARCH 31, 2000
                                          -------------------  ------------------
<S>                                       <C>                  <C>
Cost:
Buildings                                 $           24,384   $         22,189
 Tenant improvements . . . . . . . . . .                 730                698
 Land. . . . . . . . . . . . . . . . . .               6,687              5,767
                                          -------------------  -----------------
Real estate operating properties at cost              31,801             28,990

Less accumulated depreciation and
 amortization  . . . . . . . . . . . . .              (3,586)            (3,561)
                                          -------------------  -----------------

Real estate operating properties, net. .  $           28,215   $         25,093
                                          ===================  =================
</TABLE>


     Depreciation  expense  relating to real estate operating properties for the
three  months  ended  March  31,  1999  and  2000  was  $167,000  and  $211,162,
respectively.


                                       11
<PAGE>
NOTE  5.   CONSTRUCTION  CONTRACTS

     Construction  contracts  receivable  includes  amounts  retained  pending
contract completion, aggregating approximately $146,000 at December 31, 1999 and
March  31,  2000.  Based  on anticipated  completion dates, these retentions are
expected  to  be  collected  within  the  next  twelve  months.

     Accounts  payable  and  accrued  expenses  include amounts retained pending
subcontract completion, aggregating approximately $3.5 million at December 31,
1999  and  $3.7 million  at  March  31,  2000.

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


<TABLE>
<CAPTION>
                                           DECEMBER 31, 1999    MARCH 31, 2000
                                          -------------------  ----------------
<S>                                       <C>                  <C>
Costs incurred to date                    $          110,418   $       110,686
Estimated earnings to date . . . . . . .              34,902            32,443
                                          -------------------  ----------------
                                                     145,320           143,129
Less billings to date. . . . . . . . . .            (144,780)         (144,780)
                                          -------------------  ----------------
Cost and estimated earnings in excess of
billings, net  . . . . . . . . . . . . .  $             (540)  $        (1,651)
                                          ===================  ================
</TABLE>

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


<TABLE>
<CAPTION>
                                            DECEMBER 31, 1999    MARCH  31, 1999
                                           ------------------  ------------------
<S>                                        <C>                 <C>
Costs and estimated earnings in excess of
billings on uncompleted contracts . . . .  $              760  $            252
Billings in excess of costs and estimated
earnings on uncompleted contracts . . . .                (220)           (1,903)
                                           -------------------  -----------------
Costs and estimated earnings in excess of
billings, net . . . . . . . . . . . . . .  $              540   $        (1,651)
                                           ===================  =================
</TABLE>



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

NOTE  6.   PREPAID  EXPENSES  AND  OTHER  ASSETS

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



<TABLE>
<CAPTION>
                                                        DECEMBER 31, 1999    MARCH 31, 2000
                                                        ------------------  ----------------
<S>                                                     <C>                 <C>
Rental and other accounts receivable . . . . . . . . .  $            2,036  $          1,618
Development costs. . . . . . . . . . . . . . . . . . .                 151               115
Furniture and equipment, net . . . . . . . . . . . . .               1,368             1,176
Option and escrow deposits and impounds. . . . . . . .               1,319             2,015
Other assets, primarily prepaid expenses and loan fees               1,397             1,319
                                                        ------------------  ----------------
                                                        $            6,271  $          6,243
                                                        ==================  ================
</TABLE>


                                       12
<PAGE>
NOTE  7.   NOTES  PAYABLE

Notes  payable  consist  of  the  following  (in  thousands):

<TABLE>
<CAPTION>
                                                  OUTSTANDING BALANCE AT
                                                  -------------------------                                  APPROXIMATE
                                                  DECEMBER 31,   MARCH 31,     INTEREST         MATURITY       MONTHLY
                                                      1999          2000         RATES           DATES        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 $128.0                                                   February 2007 -
 million at March 31, 2000 . . . . . . . . . . .  $      84,722  $   79,119   7.9% - 15.3%  November 2027     $     622

Notes payable to various financial institutions,                                            February 2000 -
 unsecured . . . . . . . . . . . . . . . . . . .          2,108       1,744   9.5% - 10.5%  December 2000            14

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.
 Includes $1.3 million collateralized by
 receivables and includes $181,000 payable
 at March 31, 2000 to VOA to acquire                                                        January 2000 -
 interests in VOA's tax credit partnerships. . .          3,146       2,001   9.0% - 11.0%  January 2002             16
                                                  -------------  ----------

   Subtotal of various financial
    institutions                                         89,976      82,864
                                                  -------------  ----------

Notes payable to various individuals, secured by                                            December 1999 -
 first trust deeds on real property                      14,132      17,950   0.0% - 20.0%  September 2000          183

Notes payable to various individuals,                                                       December 1999 -
 unsecured                                                6,355       2,955  12.0% - 30.0%  September 2000           59

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                                                     September 2000 -
 properties owned by the Company                          7,300       7,109          20.0%  December 2000           118
                                                  -------------  ----------

   Subtotal of notes payable to
    various individuals                                  27,787      28,013
                                                  -------------  ----------

   Total                                          $     117,763  $  110,877
                                                  =============  ==========
</TABLE>


     All  of  the  above notes payable were in default but not in foreclosure at
March  31,  2000.

     The  Company had 12 properties in foreclosure as of June 16, 2000, with the
first  potential  foreclosure  sale  date  on  June  22,  2000.  The  Company is
attempting to prevent foreclosure sales by completing pending property sales and
other  sales,  which  could  provide sufficient cash flows 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  June  16,  2000 and their related debt
outstanding  at  March  31,  2000  are  as  follows:

<TABLE>
<CAPTION>
                                 COLLATERAL            AMOUNT
                               CARRYING VALUE       OUTSTANDING      FORECLOSURE TRUSTEE
PROPERTY                     AT MARCH 31, 2000   AT MARCH 31, 2000        SALE DATE
                             ------------------  ------------------  -------------------
<S>                          <C>                 <C>                 <C>

Smoke Ranch (1) . . . . . .  $        2,531,000  $        1,498,844                  N/A
Madre Mesa North and South.           3,699,000           1,328,902        June 22, 2000
Oquirrh Park II . . . . . .           4,575,000           2,500,000                  N/A
Sahara Vista B. . . . . . .           6,612,000           3,731,691        June 26, 2000
Regency Plaza . . . . . . .           2,732,000           1,459,094        June 29, 2000
Suncliff V (4). . . . . . .             899,000           1,707,655                  N/A
El Mirage (4) . . . . . . .           2,515,000           1,950,000                  N/A
Sahara West . . . . . . . .           1,854,000           1,451,153                  N/A
Sahara Vista A (2). . . . .           4,809,000           3,948,613                  N/A
Pueblo Seco . . . . . . . .           2,794,000           3,373,800      August 11, 2000
Silver Springs C (3). . . .           7,083,000           3,909,827                  N/A
                             ------------------  ------------------
  Total . . . . . . . . . .  $       40,103,000  $       27,128,613
                             ==================  ==================
<FN>

(1)     Property  was  refinanced  on  June  9,  2000  with  Community  Bank  of Nevada.
(2)     The  Company  has  negotiated  a  forbearance  until  August  1,  2000.
(3)     The  Company  has  agreed  to terms with the lender that will allow the  loan to
        become current and the remaining balance in use by the Company as a homebuilding
        production loan.
(4)     Property  was  sold  effective  May  12,  2000  with  the debt assumed by buyer.
</TABLE>

     For  the  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 (9.25%
at December 31, 1998 and 8.50% at December 31, 1999), and require the Company to
pay  a  loan  fee of 0.25% for each disbursement.  Loans under the agreement are
available  only for the acquisition of land and are secured by first trust deeds
on  certain real property.  As of  March 31, 2000, the Company  had  outstanding
indebtedness  of  $1,479,000 maturing on August 1, 2000 and $450,000 maturing on
March 12, 2000 for a total indebtedness of $1,929,000 (included in notes payable
to  financial  institutions).  Under  the terms of the agreement, the Company is
required  to  meet  certain financial covenants.  At March 31, 2000, the Company
was  in  default  on  this  loan.

     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 in effect from time to time.  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 March 31, 2000, the Company  had outstanding indebtedness of $5,000,000  and
$7,416,000, respectively (included  in notes payable to financial institutions).
At March 31, 2000, the Company  was  in  default  on  this  line  of  credit.


                                       14
<PAGE>
     The  approximate  principal  maturities  of notes payable outstanding as of
March  31,  2000  are  as  follows  (in  thousands):

Year ending December 31,
 2000                      $87,218
 2001. . . . . . . . . .     5,036
 2002. . . . . . . . . .     1,733
 2003. . . . . . . . . .         -
 2004. . . . . . . . . .     2,269
 Thereafter. . . . . . .    14,621
                          --------

                          $110,877
                          ========


NOTE  8.   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 March 31,
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.  The outstanding balance at March 31, 2000 was $475,000.  As of
March  31,  2000  this  loan  was  in  default.

     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  March  31, 2000 was $590,900.  At March 31, 2000,
these  loans were 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 March 31, 2000 was $6.3
million.  As  of  March  31,  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  9.   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 MARCH 31, 1999  THREE MONTHS ENDED MARCH 31, 2000
                                 ---------------------------------------------------------------------
                                                     PER-SHARE                              PER-SHARE
                                 INCOME    SHARES      AMOUNT       INCOME       SHARES      AMOUNT
                                 -------  ---------  ----------  -------------  ---------  -----------
<S>                              <C>      <C>        <C>         <C>            <C>        <C>
Net income (loss)                $   854                           $   (2,411)

Basic EPS
-------------------------------
Income (loss) applicable to
  Common stockholders . . . . .      854  7,732,922  $     8.11        (2,411)  8,336,455  $    (0.29)
                                 -------  ---------  ==========  -------------  ---------  ===========

Effect of dilutive securities:
Stock options . . . . . . . . .        -      1,895                          -         41
                                 -------  ---------              -------------  ---------

Diluted EPS
-------------------------------
Income (loss) applicable to
  Common stockholders
  And assumed conversions        $   854  7,734,817  $     0.11  $     (2,411)  8,336,496  $    (0.29)
                                 =======  =========  ==========  =============  =========  ===========
</TABLE>

     The  Company  had  options  outstanding  to purchase Common Stock that were
excluded  from  the  computation  of  Diluted EPS since their exercise price was
greater than the average market price.  The antidilutive options outstanding for
March  31,  1999  and  2000  were  419,450  and  693,265,  respectively.

NOTE  10.   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. On December 7, 1998,
the Company's Board of Directors approved an increase from 500,000 to 750,000 in
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.  All  officers,  employees  (including  employees  who  are  Directors),
consultants,  advisers,  independent  contractors  and  agents  are  eligible to
receive  options  under  the  Option  Plan,  except  that only employees will be
eligible  to  receive  incentive  stock  options.  No person eligible to receive
options  under the Option Plan may receive options for the purchase of more than
an  aggregate  of  25,000  shares in any year.  As of March 31, 2000, there were
369,750  options  outstanding  under  the Option Plan.  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.

     As  of January 2, 1998, the Compensation Committee determined that it would
be  in  the  best  interests  of  the  Company  to  offer all option holders the
opportunity to elect to reduce the exercise price of existing options from $8.25
per  share  to  $6.875  per  share  (the closing price of the Company's stock as
reported on the Nasdaq Stock Market on January 2, 1998), subject to extension of
the  five year vesting schedule to commence January 2, 1998.  Holders of options
for  148,300 shares elected to have their stock options repriced.  These options
are exercisable for a period of ten years and six months from the date of grant,
and  vest  ratably  over a five year period commencing on the date of grant.  In
the  event  that  the  employment of any optionee terminates during the exercise
period,  the  options  lapse  30  days following such termination of employment.

     The  Option  Plan  may be administered by the Board of Directors or, in its
discretion,  by a committee of the Board of Directors appointed for that purpose
(the "Committee"), which, subject to the terms of the Option Plan, will have the
authority  in  its  sole  discretion  to  determine: (i) the individuals to whom
options  shall  be  granted;  (ii)  the  time  or  times at which options may be
exercised;  (iii)  the number of shares subject to each option, the option price
and  the  duration  of  each option granted; and (iv) all of the other terms and
conditions of options granted under the Option Plan, including the period during
which  options  may  be  exercised  following  the  optionee's  termination  of
employment  or  other  relationship  with  the  Company.  The  exercise price of
incentive  stock options granted under the Option Plan must be at least equal to
the  fair  market  value of the shares on the date of grant (110% of fair market
value  in  the  case  of  optionees who own more than 10% of the combined voting
power  of the Company and its subsidiaries) and may not have a term in excess of
10  years  from  the  date of grant (five years in the case of optionees who own
more than 10% of the combined voting power of the Company and its subsidiaries).
These  limits  do  not apply to non-qualified options. Options granted under the
Option  Plan  will not be transferable other than by will or the laws of descent
and  distribution.


                                       16
<PAGE>
     Upon  the  occurrence  of  certain  extraordinary  events,  appropriate
adjustments  will  be  made  by  the  Board of Directors to preserve, but not to
increase, the benefits to option holders, including adjustments to the aggregate
number  and  kind  of  shares  subject  to outstanding options and the per share
exercise  price.

     The  Option  Plan is of indefinite duration, however, no grant of incentive
stock  options  will  be permitted to be made under the Option Plan more than 10
years  after its date of adoption. The Board of Directors will have authority to
terminate  or  to  amend  the  Option Plan without the approval of the Company's
stockholders unless stockholder approval is required by law or by stock exchange
requirements  applicable to the Company. The Board of Directors or the Committee
may amend the terms of any option granted under the Option Plan. No amendment of
any  option  or  amendment  or  termination  of the Option Plan that impairs the
rights  of  any holder of outstanding options may be made without the consent of
such  holder.

NOTE  11.   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 $29.9 million and
$31.1  million  at  December  31,  1999  and  March  31,  2000,  respectively.

NOTE  12.   INFORMATION  REGARDING  BUSINESS  SEGMENTS

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

     The  Company has determined that its reportable segments are those that are
based  on  the  Company's  method of internal reporting, which disaggregates its
business by certain lines of business components.  The Company's four reportable
operating  segments  are:  Homebuilding,  Design-Build  Services,  Sales  of
Commercial  Property  and Property Operations and Management.  Retail operations
and  corporate  activities  are  included  in the "Other" column.  The financial
results  of  the Company's operating segments are presented on an accrual basis.
There  are  no  significant  differences  among  the  accounting policies of the
segments  as  compared  to the Company's consolidated financial statements.  The
Company  evaluates  the  performance  of its segments and allocates resources to
them  based  on  revenues  and gross profit.  There are no material intersegment
revenues.  The  tables  below  present information about the Company's operating
segments  for  the  three months ended March 31, 1999 and 2000, respectively (in
thousands):

<TABLE>
<CAPTION>
                                                      MARCH 31, 1999
                       --------------------------------------------------------------------------------
                                                       SALES OF        PROPERTY
                       DESIGN-BUILD                   COMMERCIAL    OPERATIONS AND
                         SERVICES      HOMEBUILDING    PROPERTY       MANAGEMENT     OTHER     TOTAL
                       -------------  --------------  -----------  ----------------  ------  ----------
<S>                    <C>            <C>             <C>          <C>               <C>     <C>
Revenue . . . . . . .  $       4,750  $       21,671  $     1,550  $          1,010  $  571  $   29,552
Costs . . . . . . . .          3,868          19,230        1,006               287       -      24,391
                       -------------  --------------  -----------  ----------------  ------  ----------
 Gross profit . . . .  $         882  $        2,441  $       544  $            723  $  571  $    5,161
                       =============  ==============  ===========  ================  ======  ==========

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

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

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


                                       17
<PAGE>
<TABLE>
<CAPTION>
                                                      MARCH 31, 2000
                       --------------------------------------------------------------------------------
                                                        SALES OF        PROPERTY
                         DESIGN-BUILD                  COMMERCIAL    OPERATIONS AND
                           SERVICES     HOMEBUILDING    PROPERTY       MANAGEMENT      OTHER      TOTAL
                        --------------  -------------  -----------  ----------------  --------  ----------
<S>                     <C>             <C>            <C>          <C>               <C>       <C>
Revenue. . . . . . . .  $          370  $      19,284  $     4,297  $            959  $    374  $   25,284
Costs. . . . . . . . .             785         17,736        3,778               509         -      22,808
                        --------------  -------------  -----------  ----------------  --------  ----------
 Gross profit (loss) .  $         (415) $       1,548  $       519  $            450  $    374  $    2,476
                        ==============  =============  ===========  ================  ========  ==========

Depreciation and
 amortization expense.  $            -  $         116  $         -  $              7  $    434  $      557

Interest expense . . .  $            -  $           -  $         -  $           (619)  $  (988) $   (1,607)
Interest income. . . .  $            -  $           3  $         -  $              -  $      -  $        3

Total assets . . . . .  $       15,099  $     105,391  $         -  $         35,717  $  8,590  $  164,797
</TABLE>

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

RESULTS  OF  OPERATIONS

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

Three  Months Ended March 31, 2000 Compared to Three Months Ended March 31, 1999

     Revenue.    Total  revenue  was  $25.3  million  for the three months ended
March  31,  2000,  representing  a  $4.3  million, or 14.4%, decrease from $29.6
million  for the three months ended March 31, 1999. The decrease in construction
revenue  was primarily due to the decline in construction activity in Nevada and
Utah  in  the  fourth  quarter  of  1999 and a halt in construction in the first
quarter  of  2000  due  to  the  Company's  weakend cash flow position.  The 162
single-family  home  closings  for  the first three months of 2000 represented a
decrease  of  14.7%,  compared to the 190 closings for the first three months of
1999.  Home  closings  for  the three months ended March 31, 2000 included 10 in
Nevada,  1 in Utah and 151 in Arizona.  Home closings for the three months ended
March  31,  1999  included  60  in  Nevada,  18  in  Utah  and  112  in Arizona.
Construction revenue for the first three months of 2000 was $370,000, a decrease
of  $4.4  million,  or 92.2%, from $4.8 million during the first three months of
1999.  Sale of commercial properties was $4.3 million for the three months ended
March  31,  2000  compared  to $1.6 million for the three months ended March 31,
1999.  Four  commercial  properties  were sold during the first quarter of 2000.
Rental  and  other  revenue decreased to $1.3 million for the three months ended
March  31, 2000, an 18.8% decrease from $1.6 million in the comparable period of
the  prior  year.  The  decrease was primarily due to a write-off of $128,000 in
uncollectible  rents, $114,000 in commissions on new leases in the first quarter
of  2000  compared  to  $0 in the same period in the prior year, and the Company
retaining  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.

     Cost  of  Revenue.   Total  cost of revenue was $22.8 million for the three
months ended March 31, 2000, representing a $1.6 million, or 6.5%, decrease from
$24.3 million for the three months ended March 31, 1999. Cost of revenue for the
three months ended March 31, 2000 as a percentage of revenue was 90.2%, compared
to  82.5%  for the three months ended March 31, 1999. The increase was primarily
due  to  lower  gross  profit margins on three commercial properties sold in the
first  quarter  of  2000.

     Gross  Profit.  Gross  profit as a percent of revenue decreased to 9.8% for
the  three  months  ended March 31, 2000 from 17.5% for the comparable period in
1999.  Gross  margins on the sales of homes decreased to 8.0% in the first three
months  of  2000  compared  to  11.3%  in the first three months of 1999, due to
increased  capitalized  interest as a result of a halt in construction in Nevada
and  Utah  in  the  first quarter of 2000.  Gross margin on construction revenue
decreased  to  (112.2)%  in  the  three months ended March 31, 2000, compared to
18.6%  in the same period of 1999, primarily due to the write-down of tax credit
receivables  in  the  fourth quarter of 1999.  Gross profit margin on commercial
properties sold in the three months ended March 31, 2000 decreased to 12.1% from
35.1%  in  the  three months ended March 31, 1999.  In the first three months of
2000,  three  rental  properties  were  sold, which yielded a lower gross profit
margin  than  the  one rental property that was sold in the same period of 1999.

                                       18
<PAGE>
     General  and  Administrative Expenses.  General and administrative expenses
were $3.6 million for the three months ended March 31, 2000, representing a $1.6
million,  or  78.6%, increase from $2.0 million for the three months ended March
31,  1999.  Certain  labor  and  other  costs incurred by the company during the
first  quarter  of  2000  were not charged to jobs as they were during the first
quarter  of 1999.  This is due to the decline in construction activity in Nevada
and Utah in the fourth quarter of 1999 and the halt of construction in the first
quarter  of  2000.  The  labor  and  other  costs  were  used  in  the company's
restructuring, as there was little production during this period.  This increase
was  partially  offset  by  an  approximately  $1.0  million decrease in payroll
resulting  from  the Company's decrease in its workforce in the first quarter of
2000  by 68 employees or 27.9% of the Company's workforce.  As a result, general
and  administrative  expenses as a percentage of total revenue was 14.4% for the
three months ended March 31, 2000 as compared to 6.3% for the three months ended
March  31,  1999.

     Depreciation  and  Amortization.  Depreciation and amortization expense was
$557,000  for  the three months ended March 31, 2000, representing a $25,000, or
4.9%,  increase  from  $531,000  for  the three months ended March 31, 1999. The
increase  was  primarily  due  to  loan  fees  amortized  in  connection  with
restructuring  of  debt  in  the  first  quarter  of  2000.

    Interest Expense, Net. Interest expense, net, was $1.6 million for the three
months  ended  March  31,  2000, representing a $250,000 or 18.6%, increase from
$1.4  million  for  the  three  months  ended  March  31, 1999. The increase was
primarily  the result of interest income falling to $3,000 from $245,000 for the
same  period  in  the prior year.  This was a result of note receivables written
off  to  bad  debt  in  1999.

     Income  (loss)  Before  Provision  for  Income  Taxes.  As  a result of the
foregoing  factors,  income  (loss) before provision for income taxes was $(3.3)
million  for the three months ended March 31, 2000, representing a $4.6 million,
or  375%,  decrease from $1.2 million for the three months ended March 31, 1999.
Income (loss) before provision for income taxes as a percentage of total revenue
was  (13.2)%  for  the three months ended March 31, 2000 as compared to 4.2% for
the  three  months  ended  March  31,  1999.


LIQUIDITY  AND  CAPITAL  RESOURCES

Workout  Plan

     The  Company  has  experienced  a  slow  down of construction in the fourth
quarter  of  1999  and  a  halt  of construction in Nevada and Utah in the first
quarter of 2000, primarily due to cash flow problems and over expansion, and was
in default on substantially all notes payable at March 31, 2000.  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.


                                       19
<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  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.  The  Workout  Plan  generally  assumes  the same levels of priority
given to debt instruments consistent with the payment priorities of a Chapter 11
filing.

     Cash Flow Funds Controls. The Company is still in the process of finalizing
the  details  of  various loan terms with its creditors and subcontractors.  The
Company has been meeting with its lenders and subcontractors in order to discuss
with  them  the  Company's operations, including the cash flow shortage, and the
proposed Workout Plan.  However, there can be no assurance that the Company will
be able to obtain agreement from its creditors and subcontractors to the Workout
Plan.

     As  part  of the Workout Plan the Company has agreed to certain controls on
its  use  of  cash,  including  setting  up a voucher control system with Nevada
Construction  Services to coordinate payments to lenders and subcontractors. The
Company  has also proposed, as an additional component of the Workout Plan, that
its  subcontractors 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 will be 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 (effective May 12,
2000)  has  been  reached  with a group of the Company's various individual debt
holders  ("Debt Holder"), which agreement is the cornerstone of the Workout Plan
and  would allow the Company to conduct an orderly disposition of certain of its
assets  so  as  to  improve  its balance sheet and its cash flow.  The agreement
provides  for the Debt Holder to acquire assets from the Company with a carrying
value of approximately $11.3 million, comprised of the Company's rights to a 914
acre  parcel  of  undeveloped  land  in  Tucson,  Arizona,  an 80 acre parcel of
undeveloped  land  in  North  Las  Vegas,  Nevada,  and  two  properties  under
development  in  Phoenix, Arizona.  In exchange for such assets, the Debt Holder
will  forgive  any  and  all  indebtedness  of  the Company in favor of the Debt
Holder,  currently  aggregating  approximately  $34.1  million ($28.0 million at
March  31,  2000) and bearing interest rates ranging from 0.0% to 30.0%, and the
Company  will  receive  the Debt Holder's interest in a condominium project that
has  a fair value of approximately $8.5 million and related debt of $5.5 million
(assumed  by  the  Company)  and  the  Debt  Holder's  assumed  Company  debt of
approximately  $2.7  million  on  the  two  Phoenix,  Arizona  properties.  This
agreement  eliminates  high  interest  rate  debt  the Company has recorded with
respect  to  these assets and it improves the balance sheet position in that the
primary  asset  being  given  in  exchange  for  the extinguishment of debt is a
contract  to  acquire  the  914 acre parcel, which is recorded as a $1.8 million
asset  on the Company's Consolidated Balance Sheet. In the first quarter of 2000
the  Company  sold  three  operating  properties and two parcels of land, with a
carrying  value  of  approximately  $5.3  million and debt of approximately $4.2
million,  for  a  total  of approximately $6.1 million.  These sale transactions
retired  debt  of  approximately  $4.2  million.  The  sale  of  properties  and
extinguishment  of  debt  will  result in debt retirement of approximately $39.9
million and a gain of approximately $26.1 million in 2000.  Although some of the
Debt  Holders'  obligations  are unsecured, much of the debt is secured.  Hence,
this  transaction will free up equity for the purposes of generating cash either
through  loans  or  sales  to  meet  the  existing  cash  flow  shortages.

     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,  has  not  yet  been  addressed  in the plan.  However, with the Debt
Holder  agreement  in  place,  considerable  equity  will  be  freed up, and the
Company's  cash  flow demands from short term borrowings diminish 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  not  at  all.


                                       20
<PAGE>
     The Company also decreased its workforce in the first quarter of 2000 by 68
employees  or 27.9% of the  Company's workforce, which resulted in a decrease in
payroll  of  approximately  $1.0  million  in  the  first  quarter  of  2000.

     In  March  2000,  in  connection  with  a purchase/settlement agreement and
related order with Volunteers of America (VOA) National Housing Corp.  which was
approved  by the Company's Board of Directors in the fourth quarter of 1999, the
Company issued 457,142 shares of Saxton Common Stock to acquire certain of VOA's
interest  in  Tax  Credit  Partnerships.  The Company was required to deliver to
VOA,  $1,000,000  worth  of stock (457,142 shares at $2.25 per share, the market
price  on  March  12,  2000).  These  shares represent approximately 5.8% of the
Company's  Common  Stock  issued and outstanding on March 12, 2000.  The Company
also  agreed  to  pay $325,000 in cash to VOA, of which $125,000 was paid in the
first  quarter  of  2000,  with the remainder to be paid in annual installments,
over  the  next  two  years.  The  $1,325,000 has been recorded as Investment in
Joint Ventures held for sale at December 31, 1999 and was included in the market
valuation  of  the  TCP  properties.

     The  Company's  claim  for  a  federal  income  tax  refund  due to the net
operating  loss  for  the  taxable  years  ended December 31, 1997 and 1998, was
processed by the Internal Revenue Service and resulted in a refund of taxes paid
in  the  amount  of  $2,363  and  $3,614  for  such  years,  respectively.

     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.

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

                                       THREE MONTHS ENDED
                                            MARCH 31,
                                      --------------------
                                         1999      2000
                                      ---------  ---------
Interest incurred:
Residential. . . . . . . . . . . . .   $    515  $  2,167

 Commercial. . . . . . . . . . . . .        622       617
                                      ---------  ---------
   Total incurred. . . . . . . . . .  $   1,137  $  2,784
                                      =========  =========

Interest expensed: . . . . . . . . .
 Residential                          $     133  $    987
 Commercial                                 527       617
                                      ---------  ---------
   Total expensed  . . . . . . . . .  $     660  $  1,604
                                      =========  =========

Interest capitalized at end of year:
 Residential                          $     382  $  1,180
 Commercial  . . . . . . . . . . . .         95         -
                                      ---------  ---------
   Total interest capitalized. . . .  $     477  $  1,180
                                      =========  =========

     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.

     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.


                                       21
<PAGE>
     The  Company anticipates that development of portfolio projects during 2000
will  cost  approximately  $8.5  million  in the aggregate, substantially all of
which  is  expected  to  be  financed with construction loans, which there is no
assurance  the  Company  will  be able to continue.  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.

     At March 31, 2000, the Tax Credit Partnerships were indebted to the Company
in  the  aggregate amount of approximately $11.7 million, representing developer
fees  and  land  and  construction  costs.

     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 and has determined
that  the  Due from TCP's and the Investments in the TCP Joint Ventures are held
for sale at March 31, 2000 and are actively being marketed for sale.  Therefore,
at  March 31, 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.  This analysis indicated a fair value
of  $14.8  million,  resulting  in  a  write  down of the Tax Credit partnership
receivables  by  $23.9  million  and  a  write  down of the investments in these
projects  by  $1.7  million.

     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  March  31,  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.

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 December 31, 1999 and
March  31,  2000,  the  Company  had  356  homes  and  287  homes  in  backlog,
respectively, representing aggregate sales values of approximately $40.1 million
and  $34.2  million, respectively.  The decrease in backlog at March 31, 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 2000.  There can be no assurance that the buyers will remain in
place  long  enough  for  the  Company  to  close  the  sales.

     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.


                                       22
<PAGE>
     The  Company is also involved in the design-build development of commercial
projects.  Backlog  for  such  commercial projects is defined as the uncompleted
work  remaining  under  a  signed  fixed-price  contract.  The  Company uses the
percentage-of-completion  method  to  account  for revenue from its design-build
contracts.  At  December  31,  1999  and March 31, 2000, the Company had backlog
under  its  design-build contracts of approximately $10.9 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
quarter  of  2000  due  to  the  Company's  weakend  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, Reno and Tucson, metropolitan
areas; (v) the prevailing interest rates and the availability of financing, both
for  the  Company  and  for  the  purchasers  of  the  Company's homes and other
properties;  (vi)  the timing of the completion of construction of the Company's
homes and other properties; and (vii) the cost and availability of materials and
labor.  The  Company's  historical  financial  performance  is not necessarily a
meaningful  indicator  of future results and, in particular, the Company expects
its  financial  results  to  vary  from  project  to project and from quarter to
quarter.  In  addition,  although  the  Company  has  not previously experienced
significant  seasonality  in its business, management expects that the Company's
increased  focus  on homebuilding activities may cause it to experience seasonal
variations  in  its  home  sales as a result of the preference of home buyers to
close  their new home purchase either prior to the start of a new school year or
prior  to  the  end  of  year  holiday  season.

     Effects  of  Changing  Prices,  Inflation  and  Interest  Rates. Management
believes  that  inflation  has  not  had  a  material  impact  on  the Company's
operations.  Substantial  increases  in labor costs, workers' compensation rates
and  employee  benefits,  equipment costs, material or subcontractor costs could
adversely  affect the operations of the Company for future periods to the extent
that the Company is unable to pass such increases on to its construction clients
or  the  purchasers of its properties. The Company had outstanding approximately
$67.3  million  of  floating  rate  debt  (exclusive  of  the  indebtedness  of
unconsolidated  partnerships  of  which  the  Company  is  a  general  partner),
currently  bearing  a weighted-average interest rate of 8.74% per annum at March
31, 2000. If the interest rates on the floating rate debt increase in accordance
with  changes  to  the  indices  upon  which  the  rates are based, debt service
obligations  of  the  Company  will  increase.

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

SPECIAL  CAUTIONARY  NOTICE  REGARDING  FORWARD-LOOKING  STATEMENTS

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


                                       23
<PAGE>
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.


                                       24
<PAGE>
PART  II.  OTHER  INFORMATION

ITEM  1.  LEGAL  PROCEEDINGS

     None.

ITEM  2.  CHANGES  IN  SECURITIES

     None.

ITEM  3.  DEFAULTS  UPON  SENIOR  SECURITIES  AND  USE  OF  PROCEEDS

     None.

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

     None.

ITEM  5.  OTHER  INFORMATION

     None.

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

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


                                       25
<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

June  20,  2000  By:              By:  /s/  James  C.  Saxton
                                  ----------------------------------------------
                                  James  C.  Saxton
                                  Chairman of the Board of Directors, President,
                                  Chief Executive Officer, Interim Chief
                                  Financial  Officer  and  Director
                                  (Principal  Executive  Officer)

                                  By:  /s/  Chiemi  Floyd
                                  ----------------------------------------------
                                  Chiemi  Floyd
                                  Chief  Accounting  Officer
                                  (Principal  Accounting  Officer)


                                       26
<PAGE>
                                INDEX TO EXHIBITS

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

  27    Financial Data Schedule for the quarter ended March 31, 2000     23


                                       27
<PAGE>