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

                                   FORM 10-Q/A

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

                  For the quarterly period ended June 30, 1999

                                       or

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

                For the transition period from _______ to _______

                         Commission File Number: 0-22299

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

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

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

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

                         YES   [  ]           NO   [X ]

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

The  number of shares of common stock, par value $.001 per share, outstanding as
of  August  4,  1999  was  7,732,922.


<PAGE>

<TABLE>
<CAPTION>
                      SAXTON INCORPORATED AND SUBSIDIARIES
                                   FORM 10-Q/A


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

Item 1.     Condensed Financial Statements

            Condensed Consolidated Balance Sheets  -
            December 31, 1998 and June 30, 1999.(as restated)  . . . .       3

            Condensed Consolidated Statements of Income -
            Three and Six Months Ended June 30, 1998 and 1999.(as restated)  4

            Condensed Consolidated Statement of  Stockholders'
            Equity - Six Months Ended June 30, 1999. (as restated) . .       5

            Condensed Consolidated Statements of Cash Flows -
            Six Months Ended June 30, 1998 and 1999. (as restated) . .     6-7

            Notes to Condensed Consolidated Financial Statements . . .    8-16

Item 2.     Management's Discussion and Analysis of
            Financial Condition and Results of Operations. . . . . . .   16-22

Item 3.     Quantitative and Qualitative Disclosures About Market Risk      23


PART II. OTHER INFORMATION
Item 1.     Legal Proceedings. . . . . . . . . . . . . . . . . . . . .      24

Item 2.     Changes in Securities and Use of Proceeds. . . . . . . . .      24

Item 3.     Defaults Upon Senior Securities. . . . . . . . . . . . . .      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
</TABLE>


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


<TABLE>
<CAPTION>
                               SAXTON INCORPORATED AND SUBSIDIARIES

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


                                                                   DECEMBER 31,       JUNE 30,
                                  ASSETS                               1998             1999
                                                                   -------------  ----------------
                                                                                   (as restated -
                                                                                    see note 2)
<S>                                                                <C>            <C>
Real estate properties:
 Operating properties, net of accumulated depreciation             $      23,117  $         31,571
 Properties under development . . . . . . . . . . . . . . . . . .         79,418            82,461
 Land held for future development or sale . . . . . . . . . . . .          1,349             5,381
                                                                   -------------  ----------------
   Total real estate properties . . . . . . . . . . . . . . . . .        103,884           119,413

Cash and cash equivalents . . . . . . . . . . . . . . . . . . . .          1,331               390
Due from Tax Credit Partnerships. . . . . . . . . . . . . . . . .         31,997            33,124
Construction contracts receivable, net of allowance for doubtful
 accounts of $403 at December 31, 1998 and June 30, 1999. . . . .          8,773             8,739
Costs and estimated earnings in excess of billings on
 uncompleted contracts. . . . . . . . . . . . . . . . . . . . . .          2,618             1,578
Notes receivable. . . . . . . . . . . . . . . . . . . . . . . . .          1,000             1,402
Investments in joint ventures . . . . . . . . . . . . . . . . . .          3,577             3,603
Due from related parties. . . . . . . . . . . . . . . . . . . . .            154               166
Prepaid expenses and other assets . . . . . . . . . . . . . . . .         17,661            17,179
                                                                   -------------  ----------------
     Total assets . . . . . . . . . . . . . . . . . . . . . . . .  $     170,995  $        185,594
                                                                   =============  ================

                  LIABILITIES AND STOCKHOLDERS' EQUITY

Accounts payable and accrued expenses . . . . . . . . . . . . . .  $      24,892  $         20,507
Tenant deposits and other liabilities . . . . . . . . . . . . . .          6,295             6,476
Billings in excess of costs and estimated earnings
 on uncompleted contracts . . . . . . . . . . . . . . . . . . . .            181               281
Notes payable . . . . . . . . . . . . . . . . . . . . . . . . . .         88,306           104,292
Notes payable to related parties. . . . . . . . . . . . . . . . .         12,016            12,783
Long-term capital lease obligations . . . . . . . . . . . . . . .          1,118             1,120
                                                                   -------------  ----------------
     Total liabilities. . . . . . . . . . . . . . . . . . . . . .        132,808           145,459

Commitments and contingencies (notes 5, 9 and 12)

Stockholders' equity:
Common stock, $.001 par value.  Authorized 50,000,000
 shares; issued and outstanding 7,732,922 at December 31, 1998
 and June 30, 1999. . . . . . . . . . . . . . . . . . . . . . . .              8                 8
Preferred stock, $.001 par value. Authorized 5,000,000
 shares; no shares issued and outstanding . . . . . . . . . . . .              -                 -
Additional paid-in capital. . . . . . . . . . . . . . . . . . . .         21,482            21,482
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . .         16,697            18,645
                                                                   -------------  ----------------
     Total stockholders' equity . . . . . . . . . . . . . . . . .         38,187            40,135
                                                                   -------------  ----------------

     Total liabilities and stockholders' equity . . . . . . . . .  $     170,995  $        185,594
                                                                   =============  ================
</TABLE>

     See accompanying notes to condensed consolidated financial statements.


                                        3
<PAGE>

<TABLE>
<CAPTION>
                                               SAXTON INCORPORATED AND SUBSIDIARIES

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


                                                                         THREE MONTHS ENDED               SIX MONTHS ENDED
                                                                               JUNE 30,                        JUNE 30,
                                                                      -----------------------------  -----------------------------
                                                                         1998            1999           1998            1999
                                                                      -----------  ----------------  -----------  ----------------
                                                                                    (as restated -                 (as restated -
                                                                                     see note 2)                    see note 2)
<S>                                                                   <C>          <C>               <C>          <C>
REVENUE:
 Construction revenue, including Tax Credit
   Partnership construction revenue of $9,905 and $6,949 for
   the three months ended June 30, 1998 and 1999, respectively, and
   $14,135 and $10,862 for the six months ended June 30, 1998 and
   1999, respectively. . . . . . . . . . . . . . . . . . . . . . . .  $   13,395   $         7,417   $   19,132   $        12,167
 Sales of homes. . . . . . . . . . . . . . . . . . . . . . . . . . .       6,175            25,430        8,960            47,101
 Sales of commercial properties. . . . . . . . . . . . . . . . . . .         984               137        3,819             1,687
 Rental revenue. . . . . . . . . . . . . . . . . . . . . . . . . . .         843               844        1,767             1,854
 Other revenue . . . . . . . . . . . . . . . . . . . . . . . . . . .         471               588          899             1,159
                                                                      -----------  ----------------  -----------  ----------------
     Total revenue . . . . . . . . . . . . . . . . . . . . . . . . .      21,868            34,416       34,577            63,968
                                                                      -----------  ----------------  -----------  ----------------

COST OF REVENUE:
 Cost of construction, including Tax Credit Partnership cost of
   construction of $7,038 and $4,971 for the three months ended
   June 30, 1998 and 1999, respectively, and $10,050 and $7,657
   for the six months ended June 30, 1998 and 1999, respectively . .      10,264             5,914       14,767             9,782
 Cost of homes sold. . . . . . . . . . . . . . . . . . . . . . . . .       5,192            21,932        7,536            41,162
 Cost of commercial properties sold. . . . . . . . . . . . . . . . .         920                18        3,500             1,024
 Rental operating cost . . . . . . . . . . . . . . . . . . . . . . .         248               236          422               523
                                                                      -----------  ----------------  -----------  ----------------
     Total cost of revenue . . . . . . . . . . . . . . . . . . . . .      16,624            28,100       26,225            52,491
                                                                      -----------  ----------------  -----------  ----------------

 Gross profit. . . . . . . . . . . . . . . . . . . . . . . . . . . .       5,244             6,316        8,352            11,477
                                                                      -----------  ----------------  -----------  ----------------
 General and administrative expense. . . . . . . . . . . . . . . . .       1,684             2,362        2,436             4,402
 Depreciation and amortization . . . . . . . . . . . . . . . . . . .         375               577          766             1,108
                                                                      -----------  ----------------  -----------  ----------------
     Operating income. . . . . . . . . . . . . . . . . . . . . . . .       3,185             3,377        5,150             5,967
                                                                      -----------  ----------------  -----------  ----------------

OTHER EXPENSE:
 Interest expense, net of interest income of $270 and $233 for the
   three months ended June 30, 1998 and 1999, respectively, and $563
   and $478 for the six months ended June 30, 1998 and 1999,
   respectively  . . . . . . . . . . . . . . . . . . . . . . . . . .        (456)           (1,854)        (823)           (3,206)
                                                                      -----------  ----------------  -----------  ----------------
 Joint venture loss. . . . . . . . . . . . . . . . . . . . . . . . .          (4)              (18)          (7)              (24)
                                                                      -----------  ----------------  -----------  ----------------
     Total other expense. . . . . . . . . . . . . . . . . . . . . .         (460)          ( 1,872)        (830)           (3,230)
                                                                      -----------  ----------------  -----------  ----------------
Income before provision for income taxes . . . . . . . . . . . . . .       2,725             1,505        4,320             2,737
Provision for income taxes . . . . . . . . . . . . . . . . . . . . .         895               411        1,339               789
                                                                      -----------  ----------------  -----------  ----------------
     Net income. . . . . . . . . . . . . . . . . . . . . . . . . . .  $    1,830   $         1,094   $    2,981   $         1,948
                                                                      ===========  ================  ===========  ================

EARNINGS PER COMMON SHARE:
Basic:
------
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $     0.24   $          0.14   $     0.39   $          0.25
                                                                      ===========  ================  ===========  ================
Weighted-average number of common shares outstanding . . . . . . . .   7,661,422         7,732,922    7,642,968         7,732,922
                                                                      ===========  ================  ===========  ================

Diluted:
--------
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $     0.24   $          0.14   $     0.39   $          0.25
                                                                      ===========  ================  ===========  ================
Weighted-average number of common shares outstanding assuming
 dilution. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7,671,509         7,734,185    7,677,388         7,734,688
                                                                      ===========  ================  ===========  ================
</TABLE>

     See accompanying notes to condensed consolidated financial statements.


                                        4
<PAGE>

<TABLE>
<CAPTION>
                              SAXTON INCORPORATED AND SUBSIDIARIES

                   CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                                 SIX MONTHS ENDED JUNE 30, 1999
                                         (in thousands)
                                          (unaudited)


                                                                ADDITIONAL
                                            SHARES     COMMON     PAID-IN    RETAINED
                                          OUTSTANDING   STOCK     CAPITAL    EARNINGS    TOTAL
                                          -----------  -------  -----------  ---------  -------
<S>                                       <C>          <C>      <C>          <C>        <C>
Balance at December 31, 1998 . . . . . .        7,733  $     8  $    21,482  $  16,697  $38,187
                                          -----------  -------  -----------  ---------  -------
Net income for the six months
 ended June 30, 1999 (as restated -
see note 2). . . . . . . . . . . . . . .            -        -            -      1,948    1,948
                                          -----------  -------  -----------  ---------  -------
Balance at June 30, 1999 (as restated -
 see note 2) . . . . . . . . . . . . . .        7,733  $     8  $    21,482  $  18,645  $40,135
                                          ===========  =======  ===========  =========  =======
</TABLE>

     See accompanying notes to condensed consolidated financial statements.


                                        5
<PAGE>

<TABLE>
<CAPTION>
                                SAXTON INCORPORATED AND SUBSIDIARIES

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


                                                                              SIX MONTHS ENDED
                                                                                  JUNE 30,
                                                                       -----------------------------
                                                                          1998            1999
                                                                       -----------  ----------------
                                                                                     (as restated -
                                                                                      see note 2)
<S>                                                                    <C>          <C>
Cash flows from operating activities:
-------------------------------------
 Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $    2,981   $         1,948
 Adjustments to reconcile net income to net cash used in
    operating activities:
     Depreciation and amortization. . . . . . . . . . . . . . . . . .         766             1,108
     Gain on sales of commercial properties . . . . . . . . . . . . .        (310)             (789)
     Joint venture loss . . . . . . . . . . . . . . . . . . . . . . .           7                24
     Increase in Investments in joint ventures. . . . . . . . . . . .           -               (50)
     Changes in operating assets and liabilities:
       Increase in Due from Tax Credit Partnerships . . . . . . . . .      (9,868)             (999)
       Decrease (increase) in Construction contracts receivable . . .      (1,767)               34
       Decrease in Costs and estimated earnings in excess of billings
         on uncompleted contracts . . . . . . . . . . . . . . . . . .       1,803             1,040
       Increase in Properties under development . . . . . . . . . . .      (8,965)          (14,597)
       Decrease (increase) in Prepaid expenses and other assets . . .        (154)               89
       Increase (decrease) in Accounts payable and accrued expenses .       1,810            (4,385)
       Increase (decrease) in Billings in excess of costs and
         estimated earnings on uncompleted contracts. . . . . . . . .        (958)              100
       Increase in Tenant deposits and other liabilities. . . . . . .       1,922               181
                                                                       -----------  ----------------

         Net cash used in operating activities. . . . . . . . . . . .     (12,733)          (16,296)
                                                                       -----------  ----------------

Cash flows from investing activities:
-------------------------------------
 Expenditures for property acquisitions and improvements. . . . . . .      (9,937)           (2,175)
 Proceeds from Sales of commercial properties . . . . . . . . . . . .         984             1,686
 Increase in Notes receivable from related parties. . . . . . . . . .         (14)              (70)
 Payments from Notes receivable from related parties. . . . . . . . .          16                58
 Increase in Notes receivable . . . . . . . . . . . . . . . . . . . .        (694)           (1,029)
 Payments from Notes receivable . . . . . . . . . . . . . . . . . . .       2,446               249
 Cash paid to acquire net assets of Maxim Homes, Inc. . . . . . . . .        (793)                -
                                                                       -----------  ----------------

         Net cash used in investing activities. . . . . . . . . . . .      (7,992)           (1,281)
                                                                       -----------  ----------------

Cash flows from financing activities:
-------------------------------------
 Proceeds from issuance of Notes payable. . . . . . . . . . . . . . .      37,193            54,621
 Payments on Notes payable and capital lease obligations. . . . . . .     (14,263)          (38,752)
 Proceeds from issuance of Notes payable to related parties . . . . .         903             2,472
 Payments on Notes payable to related parties . . . . . . . . . . . .        (903)           (1,705)
                                                                       -----------  ----------------

         Net cash provided by financing activities. . . . . . . . . .      22,930            16,636
                                                                       -----------  ----------------

         Net increase (decrease) in cash and cash equivalents . . . .       2,205              (941)
 Cash and cash equivalents:
   Beginning of period. . . . . . . . . . . . . . . . . . . . . . . .       1,110             1,331
                                                                       -----------  ----------------

   End of period. . . . . . . . . . . . . . . . . . . . . . . . . . .  $    3,315   $           390
                                                                       ===========  ================
</TABLE>

     See accompanying notes to condensed consolidated financial statements.


                                        6
<PAGE>

<TABLE>
<CAPTION>
                               SAXTON INCORPORATED AND SUBSIDIARIES

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


                                                                             SIX MONTHS ENDED
                                                                                 JUNE 30,
                                                                         ------------------------
                                                                          1998         1999
                                                                         ------  ----------------
                                                                                  (as restated -
                                                                                   see note 2)
<S>                                                                      <C>     <C>
Supplemental disclosure of cash flow information:
-------------------------------------------------
   Cash paid during the period for interest, net of amounts capitalized  $1,811  $          5,183
                                                                         ======  ================

   Cash paid during the period for income taxes . . . . . . . . . . . .  $2,494  $            259
                                                                         ======  ================

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

   Capital lease obligation recorded in connection with equipment
     acquisitions . . . . . . . . . . . . . . . . . . . . . . . . . . .  $   41  $            119
                                                                         ======  ================

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

     See accompanying notes to condensed consolidated financial statements.


                                        7
<PAGE>
                      SAXTON INCORPORATED AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)

NOTE  1.   DESCRIPTION  OF  SAXTON  INCORPORATED

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

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

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

NOTE  2.   RESTATEMENT  OF  QUARTERLY  INFORMATION

     Subsequent  to  the  issuance  of  the  Company's  June  30, 1999 condensed
consolidated  financial  statements,  the  Company's  management determined that
certain interest and indirect construction costs capitalized  should have  been
charged  to expense as incurred, and certain capitalized interest costs were not
appropriately charged  to  cost  of  revenue when sales of home and  commercial
properties  were  recognized. As a result, the accompanying financial statements
as  and  for  the  three months  and  six  months  ended June 30, 1999 have been
restated  from  amounts  previously reported  to appropriately account for these
transactions.  The  following is a summary of the effects of the restatement (in
thousands, except per share data):

<TABLE>
<CAPTION>
                                                     AS OF JUNE 30, 1999
                                            -------------------------------------
                                            AS PREVIOUSLY REPORTED   AS RESTATED
                                            -----------------------  ------------
<S>                                         <C>                      <C>
Balance Sheet Data:
Property under development . . . . . . . .  $                84,069  $     82,461
Total real estate properties . . . . . . .                  121,021       119,413
Prepaid expenses and other assets. . . . .                   18,902        17,179
Total assets . . . . . . . . . . . . . . .                  188,925       185,594
Accounts payable and accrued expenses. . .                   21,463        20,507
Total liabilities. . . . . . . . . . . . .                  146,415       145,459
Retained earnings. . . . . . . . . . . . .                   21,020        18,645
Stockholders' equity . . . . . . . . . . .                   42,510        40,135
Total liabilities and stockholders' equity                  188,925       185,594
</TABLE>


                                        8
<PAGE>
<TABLE>
<CAPTION>
                                            FOR THE THREE MONTHS ENDED        FOR THE SIX MONTHS ENDED
                                                  JUNE 30, 1999                     JUNE 30, 1999
                                          ------------------------------  ------------------------------
                                           AS PREVIOUSLY                   AS PREVIOUSLY
                                             REPORTED       AS RESTATED      REPORTED       AS RESTATED
                                          ---------------  -------------  ---------------  -------------
<S>                                       <C>              <C>            <C>              <C>
Statements of Income Data:
Cost of construction . . . . . . . . . .  $        5,949   $      5,914   $        9,837  $       9,782
Cost of homes sold . . . . . . . . . . .          21,809         21,932           40,883         41,162
Total cost of revenue. . . . . . . . . .          28,012         28,100           52,267         52,491
Gross profit . . . . . . . . . . . . . .           6,404          6,316           11,701         11,477
General and administrative expenses. . .           2,056          2,362            3,922          4,402
Operating income . . . . . . . . . . . .           3,771          3,377            6,671          5,967
Interest expense . . . . . . . . . . . .            (284)        (1,854)            (579)        (3,206)
Total other expense. . . . . . . . . . .            (302)        (1,872)            (603)        (3,230)
Income before provision for income taxes           3,469          1,505            6,068          2,737
Provision for income taxes . . . . . . .             947            411            1,745            789
Net income . . . . . . . . . . . . . . .           2,522          1,094            4,323          1,948
Earnings per common share:
Basic. . . . . . . . . . . . . . . . . .  $         0.33   $       0.14   $         0.56   $       0.25
Diluted. . . . . . . . . . . . . . . . .  $         0.33   $       0.14   $         0.56   $       0.25
</TABLE>

NOTE  3.   ACQUISITIONS

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

     On  November  13,  1998, the Company acquired the outstanding capital stock
and  ownership  interests of Diamond Key Homes, Inc. ("Diamond Key") and certain
related  entities.  The  purchase was accounted for using the purchase method of
accounting  and  the  price  was  approximately  $10.9  million  paid in cash at
closing,  approximately  $250,000  expected to be paid in 1999 of which $200,000
has  been paid through June 30, 1999, with an additional $2.0 million to be paid
50%  in  cash  and  50%  in the Company's Common Stock one year from the date of
closing.  Of the $1.0 million to be paid in cash, $300,000 has been paid through
June  30,  1999.

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

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


                                        9
<PAGE>
     The  percentage  of  total revenue by geographic area for the three and six
months  ended  June  30,  1998  and  1999  are  as  follows:

<TABLE>
<CAPTION>

         THREE MONTHS ENDED  SIX MONTHS ENDED
                JUNE 30,          JUNE 30,
            1998     1999     1998     1999
           -------  -------  -------  -------
<S>        <C>      <C>      <C>      <C>
  Arizona. .    - %    42.2%       -%    42.2%
  Nevada. . . 92.3     48.0     95.1     46.4
  Utah. . . .  7.7      9.8      4.9     11.4
           -------  -------  -------  -------

    Total    100.0%   100.0%   100.0%   100.0%
           =======  =======  =======  =======
</TABLE>


NOTE  4.   BASIS  OF  PRESENTATION

     The  accompanying  condensed  consolidated  unaudited  interim  financial
statements  of  the  Company  have  been  prepared  in conformity with generally
accepted  accounting principles ("GAAP") and reflect all adjustments (consisting
of  normal  recurring  adjustments)  which  are,  in  the opinion of management,
necessary  for  a  fair statement of the results of operations for the three and
six  months ended June 30, 1998 and 1999. These condensed consolidated unaudited
interim  financial  statements  should be read in conjunction with the Company's
audited  consolidated  financial  statements and the notes thereto as of and for
the  year  ended  December  31,  1998,  which are included in the Company's Form
10-K/A  filed  with  the  Securities  and Exchange Commission for the year ended
December  31,  1998.  Certain  reclassifications have been made to conform prior
periods  with  the  current  period  presentation.

     The  Company  historically  has  experienced,  and  expects  to continue to
experience, variability in quarterly sales and revenues. The combined results of
operations  for the three and six months ended June 30, 1999 are not necessarily
indicative  of  the results to be expected for the full year.  See "Management's
Discussion and Analysis of Financial Condition and Results of Operations - Risks
and  Related  Factors."

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

NOTE  5.   REAL  ESTATE  OPERATING  PROPERTIES

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

<TABLE>
<CAPTION>
                                           DECEMBER 31, 1998    JUNE 30, 1999
                                          -------------------  ---------------
<S>                                       <C>                  <C>
Cost:
 Buildings . . . . . . . . . . . . . . .  $           19,530   $        34,250
 Tenant improvements . . . . . . . . . .                 761               510
 Land. . . . . . . . . . . . . . . . . .               6,122               131
                                          -------------------  ---------------
Real estate operating properties at cost              26,413            34,891

Less accumulated depreciation and
 amortization. . . . . . . . . . . . . .              (3,296)         ( 3,320)
                                          -------------------  ---------------

Real estate operating properties, net. .  $           23,117   $        31,571
                                          ===================  ===============
</TABLE>


     Depreciation  expense  relating to real estate operating properties for the
three  months  ended  June  30,  1998  and  1999  was  $173,000  and  $191,000,
respectively.  Depreciation expense relating to real estate operating properties
for  the  six  months  ended  June  30, 1998 and 1999 was $350,000 and $346,000,
respectively.

NOTE  6.   CONSTRUCTION  CONTRACTS

     Construction  contracts  receivable  includes  amounts  retained  pending
contract completion, aggregating approximately $155,000 at December 31, 1998 and
June  30,  1999.  Based  on  anticipated  completion dates, these retentions are
expected  to  be  collected  within  the  next  twelve  months.


                                       10
<PAGE>
     Accounts  payable  and  accrued  expenses  include amounts retained pending
subcontract  completion,  aggregating approximately $3.1 million at December 31,
1998  and  $3.2  million  at  June  30,  1999.

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

<TABLE>
<CAPTION>
                                           DECEMBER 31, 1998    JUNE 30, 1999
                                          -------------------  ---------------
<S>                                       <C>                  <C>
Costs incurred to date . . . . . . . . .  $           98,470   $      105,212
Estimated earnings to date . . . . . . .              30,694           33,099
                                          -------------------  ---------------
                                                     129,164          138,311
Less billings to date. . . . . . . . . .            (126,727)        (137,014)
                                          -------------------  ---------------
Cost and estimated earnings in excess of
billings, net. . . . . . . . . . . . . .  $            2,437   $        1,297
                                          ===================  ===============
</TABLE>

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


<TABLE>
<CAPTION>
                                            DECEMBER 31, 1998    JUNE 30, 1999
                                           -------------------  ---------------
<S>                                        <C>                  <C>
Costs and estimated earnings in excess of
billings on uncompleted contracts . . . .  $            2,618   $        1,578
Billings in excess of costs and estimated
earnings on uncompleted contracts . . . .                (181)            (281)
                                           -------------------  ---------------
Costs and estimated earnings in excess of
billings, net . . . . . . . . . . . . . .  $            2,437   $        1,297
                                           ===================  ===============
</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  7.   PREPAID  EXPENSES  AND  OTHER  ASSETS

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

<TABLE>
<CAPTION>
                                                        DECEMBER 31, 1998   JUNE 30, 1999
                                                        ------------------  --------------
<S>                                                     <C>                 <C>
Rental and other accounts receivable . . . . . . . . .  $              575  $        1,337
Goodwill . . . . . . . . . . . . . . . . . . . . . . .               7,877           7,625
Development costs. . . . . . . . . . . . . . . . . . .               2,598           2,434
Deferred tax assets, net . . . . . . . . . . . . . . .                  74              95
Furniture and equipment, net . . . . . . . . . . . . .               1,379           1,516
Option and escrow deposits and impounds. . . . . . . .               3,087           2,282
Inventories. . . . . . . . . . . . . . . . . . . . . .                 101             101
Other assets, primarily prepaid expenses and loan fees               1,970           1,789
                                                        ------------------  --------------
                                                        $           17,661  $       17,179
                                                        ==================  ==============
</TABLE>

NOTE  8.   NOTES  PAYABLE

<TABLE>
<CAPTION>
Notes payable consist of the following (in thousands):                       DECEMBER 31,   JUNE 30,
                                                                                 1998         1999
                                                                             -------------  ---------
<S>                                                                          <C>            <C>

Notes payable to various financial institutions, maturing at dates ranging
  between August 1999 and November 2027.  The notes bear interest
  monthly at various rates ranging from 7.9% to 13.0%. (1)(2)(3). . . . . .  $      72,328  $  84,462

Notes payable to various individuals, maturing at dates ranging between
  August 1999 and  August 2000.  The notes bear interest at various rates
  ranging from 15.0% to 24.0%.. . . . . . . . . . . . . . . . . . . . . . .         15,875     19,830

Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            103          -
                                                                             -------------  ---------
                                                                             $      88,306  $ 104,292
                                                                             =============  =========
<FN>
     (1)  On February 9, 1998, the Company entered into a $10.0 million revolving loan agreement with
a  financial  institution.  The  line  of  credit  provides  for borrowings of up to $1.0 million for
general  working  capital  requirements,  $4.0  million  for  acquisition  and development, including


                                       11
<PAGE>
strategic  acquisitions,  and $5.0 million for land acquisitions.  Borrowing under the line of credit
is  secured  by the pledge of certain Company receivables and any land acquired with borrowings under
the line of credit and bears interest at one percent over the lender's prime rate in effect from time
to time.  The agreement is also subject to certain financial covenants and matures November 30, 1999.
As  of  December 31, 1998 and June 30, 1999, the Company had outstanding indebtedness of $5.0 million
and  $9.8 million, respectively, and available borrowings of $5.0 million and $190,000, respectively,
under  this  agreement.

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

     (3)  Through  July  31,  1999,  $3.7  million  of  notes payable maturing in July 1999 have been
extended  with new maturity dates in late August 1999.  For the remaining notes payable with maturity
dates  in  1999,  management  is  negotiating  refinancing  alternatives with the applicable lenders.
</TABLE>

     During  1998  and  1999,  the  Company  entered  into various notes payable
representing  borrowings  from  an  unaffiliated  individual.  These  notes bear
interest  and  mature  on the following dates:  $1.0 million on August 16, 1999;
$1.0  million  on  September  3,  1999; $7.6 million on September 10, 1999; $1.0
million  on  November  20, 1999; $1.0 million on March 17, 2000; $1.5 million on
March  23,  2000; $985,000 on June 26, 2000; $430,000 on June 30, 2000; and $5.3
million  on  August  1,  2000.

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

     Notes  payable  to  related  parties are unsecured notes payable to certain
stockholders,  officers  and  Directors of the Company for development purposes.
Interest  only  payments  are due monthly at rates ranging from 12% to 18%, with
all amounts due at various dates in 1999.  During the first quarter of 1999, the
Company  borrowed  $721,000  from  the  Company's  President  and  principal
stockholder,  James  C.  Saxton.  The note matures on February 1, 2000 and bears
interest  at 18% per annum.  The Company used the proceeds for general operating
expenses.

     During  the  fourth quarter of 1998, Mr. James C. Saxton, pledged 3,471,590
shares  of  Common  Stock,  or approximately 44.9% of its outstanding shares, 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% per annum and mature on
February  1,  2000.  The  Company intends to refinance the loans from Mr. Saxton
prior  to  their maturities.  The Company understands that Mr. Saxton intends to
repay,  in  full,  the loans from the two lenders upon repayment of the loans he
has  made  to  the  Company.


                                       12
<PAGE>

NOTE  10.   EARNINGS  PER  COMMON  SHARE

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


<TABLE>
<CAPTION>
                                     THREE MONTHS ENDED           THREE MONTHS ENDED
                                       JUNE 30, 1998                 JUNE 30, 1999
                                ----------------------------  ---------------------------
                                                    PER-SHARE                    PER-SHARE
                                INCOME     SHARES    AMOUNT   INCOME    SHARES    AMOUNT
                                -------  ----------  -------  -------  ---------  -------
<S>                             <C>      <C>         <C>      <C>      <C>        <C>
Net income . . . . . . . . . .  $ 1,830                       $1,094

Basic EPS
---------
Income applicable to
  common stockholders. . . . .    1,830   7,661,422  $  0.24    1,094  7,732,922  $  0.14
                                -------  ----------  =======  -------  ---------  =======

Effect of dilutive securities:
  Stock options. . . . . . . .        -      10,087                 -      1,263
                                -------  ----------           -------  ---------

Diluted EPS
-----------
Income applicable to
  common stockholders
  and assumed conversions. . .  $ 1,830   7,671,509  $  0.24  $ 1,094  7,734,185  $  0.14
                                =======  ==========  =======  =======  =========  =======
</TABLE>

<TABLE>
<CAPTION>
                                       SIX MONTHS ENDED             SIX MONTHS ENDED
                                         JUNE 30, 1998               JUNE 30, 1999
                                ----------------------------  ---------------------------
                                                    PER-SHARE                    PER-SHARE
                                INCOME     SHARES    AMOUNT   INCOME    SHARES    AMOUNT
                                -------  ----------  -------  -------  ---------  -------
<S>                             <C>      <C>         <C>      <C>      <C>        <C>
Net income . . . . . . . . . .  $ 2,981                       $1,948

Basic EPS
---------
Income applicable to
  common stockholders. . . . .    2,981   7,642,968  $  0.39    1,948  7,732,922  $  0.25
                                -------  ----------  =======  -------  ---------  =======

Effect of dilutive securities:
  Stock options. . . . . . . .        -      34,420                 -     1,766
                                -------  ----------           -------  ---------

Diluted EPS
-----------
Income applicable to
  common stockholders
  and assumed conversions. . .  $ 2,981   7,677,388  $  0.39  $ 1,948  7,734,688  $  0.25
                                =======  ==========  =======  =======  =========  =======
</TABLE>


     The  Company  had options and warrants 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 and
warrants  outstanding  at  June  30,  1998  and  1999  were 472,050 and 736,198,
respectively.

NOTE  11.   MANAGEMENT  STOCK  OPTION  PLAN

     On  June  30, 1997, the Company adopted a Management Stock Option Incentive
Plan (the "Option Plan") which provides for the grant of options to employees to
purchase  Common  Stock  up  to a maximum of 500,000 shares. Stock options which
terminate  without having been exercised, shares forfeited or shares surrendered
will  again be available for distribution in connection with future awards under
the  Option Plan. On December 7, 1998, the Company's Board of Directors approved
an  increase  from  500,000  to 750,000 in the number of shares subject to stock
options under the Option Plan.  The increase was approved by the stockholders at
the  annual  meeting  of  stockholders  in  June 1999.  As of June 30, 1999, the
Company  had outstanding 457,600 stock options to certain officers and employees
of  the  Company  pursuant to the Option Plan.  These options will vest in equal
annual  installments over five years commencing one year from the award date and
will  expire  between June 30, 2007 and June 30, 2009.  Stock options granted on
June  30,  1997  were  issued  at  an exercise price equal to the initial public
offering  price  of  $8.25 per share.  Stock options granted after June 30, 1997
were  granted  at  the  closing stock price on the grant date as reported on the
Nasdaq  Stock  Market.  On  January  2,  1998,  the  Company  gave employees the
opportunity  to  reprice  their  stock options.  The repricing involved changing
their  stock  price  from $8.25 per share to $6.875 per share (the closing stock
price  on  January  2, 1998) and changing their grant date from June 30, 1997 to
January  2, 1998.  Employees holding 148,300 stock options elected to reprice on
January  2, 1998.  As of June 30, 1999, stock options had been granted under the
Option  Plan  with  exercise  prices ranging from $5.125 per share to $8.375 per
share.


                                       13
<PAGE>

NOTE  12.   COMMITMENTS  AND  CONTINGENCIES

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

     The  Company  and  its  two  principal  stockholders  are  guarantors  on
construction loans relating to Tax Credit Partnerships. Total construction loans
payable  for  these Tax Credit Partnerships were approximately $37.1 million and
$33.7  million  at  December  31,  1998  and  June  30,  1999,  respectively.

NOTE  13.   INFORMATION  REGARDING  BUSINESS  SEGMENTS

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

     The Company has  determined  that  its  reportable  segments are those that
are based on the Company's method of internal reporting, which disaggregates its
business by certain lines of business components.  The Company's four reportable
operating  segments  are:  Homebuilding,  Design-Build  Services,  Sales  of
Commercial  Property  and Property Operations and Management.  Retail operations
and  corporate  activities  are  included  in the "Other" column.  The financial
results  of  the Company's operating segments are presented on an accrual basis.
There  are  no  significant  differences  among  the  accounting policies of the
segments  as  compared  to the Company's consolidated financial statements.  The
Company  evaluates  the  performance  of its segments and allocates resources to
them  based  on  revenues  and gross profit.  There are no material intersegment
revenues.  The  tables  below  present information about the Company's operating
segments for the three and six months ended June 30, 1998 and 1999, respectively
(in  thousands):


<TABLE>
<CAPTION>
                                                THREE MONTHS ENDED JUNE 30, 1998
                       --------------------------------------------------------------------------------
                                                        SALES OF       PROPERTY
                       DESIGN-BUILD                    COMMERCIAL    OPERATIONS AND
                         SERVICES     HOMEBUILDING      PROPERTY       MANAGEMENT    OTHER      TOTAL
                       -------------  -------------  ---------------  ------------  --------  ---------
<S>                    <C>            <C>            <C>              <C>           <C>       <C>
Revenue . . . . . . .  $      13,395  $       6,175  $           985  $        843  $    470  $  21,868
Costs . . . . . . . .         10,264          5,192              920           248         -     16,624
                       -------------  -------------  ---------------  ------------  --------  ---------
 Gross profit . . . .  $       3,131  $         983  $            65  $        595  $    470  $   5,244
                       =============  =============  ===============  ============  ========  =========

Depreciation and
 amortization expense  $           -  $           3  $             -  $        180  $    192  $     375

Interest expense. . .  $           -  $           -  $             -  $       (541) $   (185) $    (726)
Interest income . . .  $           -  $           -  $             -  $        205  $     65  $     270

Total assets. . . . .  $      34,541  $      25,210  $             -  $     47,589  $  9,164  $ 116,504
</TABLE>


                                       14
<PAGE>
<TABLE>
<CAPTION>
                                                THREE MONTHS ENDED JUNE 30, 1999
                       --------------------------------------------------------------------------------
                                                        SALES OF       PROPERTY
                       DESIGN-BUILD                    COMMERCIAL    OPERATIONS AND
                         SERVICES     HOMEBUILDING      PROPERTY       MANAGEMENT    OTHER      TOTAL
                       -------------  -------------  ---------------  ------------  --------  ---------
<S>                    <C>            <C>            <C>              <C>           <C>      <C>
Revenue . . . . . . .  $       7,417  $      25,430  $           137  $        844  $   588  $   34,416
Costs . . . . . . . .          5,914         21,932               18           236        -      28,100
                       -------------  -------------  ---------------  ------------  -------  ----------
 Gross profit . . . .  $       1,503  $       3,498  $           119  $        608  $   588  $    6,316
                       =============  =============  ===============  ============  =======  ==========

Depreciation and
 amortization expense  $           -  $         124  $             -  $        191  $   262  $      577

Interest expense. . .  $           -  $           -  $             -  $     (2,060) $   (27) $   (2,087)
Interest income . . .  $           -  $           -  $             -  $        233  $     -  $      233

Total assets. . . . .  $      43,441  $      83,847  $             -  $     49,398  $ 8,908  $  185,594
</TABLE>

<TABLE>
<CAPTION>
                                               SIX MONTHS ENDED JUNE 30, 1998
                       --------------------------------------------------------------------------------
                                                        SALES OF       PROPERTY
                       DESIGN-BUILD                    COMMERCIAL    OPERATIONS AND
                         SERVICES     HOMEBUILDING      PROPERTY       MANAGEMENT    OTHER      TOTAL
                       -------------  -------------  ---------------  ------------  --------  ---------
<S>                    <C>            <C>            <C>              <C>           <C>       <C>
Revenue                  $19,132        $8,960          $3,819          $1,767       $899     $34,577
Costs                    14,767          7,536           3,500           422          -        26,225
                      -------------  -------------  ---------------  ------------  --------  ----------
Gross profit             $4,365         $1,424           $319           $1,345       $899      $8,352
                      =============  =============  ===============  ============  ========  ==========

Depreciation and
amortization expense             $-             $3               $-      $348        $415         $766

Interest expense                 $-             $-               $-   $(1,042)     $ (344)     $(1,386)
Interest income                  $-             $-               $-      $403        $160         $563

Total assets                $34,541        $25,210               $-   $47,589      $9,164     $116,504
</TABLE>

<TABLE>
<CAPTION>
                                              SIX MONTHS ENDED JUNE 30, 1999
                       --------------------------------------------------------------------------------
                                                        SALES OF       PROPERTY
                       DESIGN-BUILD                    COMMERCIAL    OPERATIONS AND
                         SERVICES     HOMEBUILDING      PROPERTY       MANAGEMENT    OTHER      TOTAL
                       -------------  -------------  ---------------  ------------  -------  ----------
<S>                    <C>            <C>            <C>              <C>           <C>      <C>
Revenue . . . . . . .  $      12,167  $      47,101  $         1,687  $      1,854  $ 1,159  $   63,968
Costs . . . . . . . .          9,782         41,162            1,024           523        -      52,491
                       -------------  -------------  ---------------  ------------  -------  ----------
 Gross profit . . . .  $       2,385  $       5,939  $           663  $      1,331  $ 1,159  $   11,477
                       =============  =============  ===============  ============  =======  ==========

Depreciation and
 amortization expense  $           -  $         250  $             -  $        349  $   509  $    1,108

Interest expense. . .  $           -  $           -  $             -  $     (3,657) $   (27) $   (3,684)
Interest income . . .  $           -  $           -  $             -  $        478  $     -  $      478

Total assets. . . . .  $      43,441  $      83,847  $             -  $     49,398  $ 8,908  $  185,594
</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.


                                       15
<PAGE>
Three  Months  Ended  June 30, 1999 Compared to Three Months Ended June 30, 1998

     Restatement  of  Quarterly  Information.  Subsequent to the issuance of the
Company's  June 30,  1999  condensed  consolidated  financial  statements,  the
Company's management determined that certain interest and indirect  construction
costs capitalized Should have been charged to expense as incurred,  and  certain
capitalized interest costs were not appropriately charged  to  cost  of  revenue
when sales of homes and commercial properties were recognized.  As a result, the
accompanying financial statements as of and for the three months and six  months
ended June 30, 1999 have been  restated  from  amounts  previously  reported  to
appropriately account for these transactions.


     Revenue.    Total revenue was $34.4 million for the three months ended June
30,  1999,  representing  a $12.5 million, or 57.4%, increase from $21.9 million
for  the  three months ended June 30, 1998. The increase was primarily due to an
increase  of $19.3 million, or 311.8%, in sales of homes to $25.4 million during
the  three  months ended June 30, 1999 compared to $6.2 million during the three
months  ended  June  30, 1998. The 234 single-family home closings for the three
months ended June 30, 1999 represented an increase of 283.6%, compared to the 61
closings  for the three months ended June 30, 1998.  Home closings for the three
months  ended June 30, 1999 included 94 in Nevada, 5 in Utah and 135 in Arizona.
For  the  three  months ended June 30, 1998, home closings included 52 in Nevada
and  9  in  Utah.  The increase in home sales was primarily due to the Company's
increased  focus  on homebuilding and its acquisition of Diamond Key Homes, Inc.
("Diamond  Key")  in  November  1998.  Construction revenue for the three months
ended June 30, 1999 was $7.4 million, a decrease of $6.0 million, or 44.6%, from
$13.4  million  during  the  three  month ended June 30, 1998.  The decrease was
primarily  due  to more construction activity on five active projects during the
three  months  ended  June 30, 1998 compared to only four active projects during
the three months ended June 30, 1999.  The 1998 projects included one preschool,
one  residential  development  and  three  tax  credit  partnership  apartment
complexes.  The  1999  projects  included three tax credit partnership apartment
complexes  and  one warehouse addition.  One of the three tax credit partnership
apartment complexes in 1999 began construction late in the second quarter.  Sale
of  commercial  properties was $137,000 for the three months ended June 30, 1999
compared  to  $984,000  for  the  three  months  ended  June 30, 1998.  The 1999
commercial  sale  was  a  parcel of land adjacent to a retail store owned by the
Company compared to the 1998 commercial sale, which was the sale of a commercial
center.  Rental and other revenue increased to $1.4 million for the three months
ended  June  30,  1999, a 9.0% increase over the  $1.3 million in the comparable
period  of  the  prior year.  The increase was primarily due to additional other
revenue  recognized  by  HomeBanc  Mortgage  Corporation ("HomeBanc") during the
three  months  ended June 30, 1999, primarily for origination fees and premiums.
HomeBanc,  an  affiliate of Diamond Key, was acquired by the Company in December
1998.

     Cost  of  Revenue.   Total  cost of revenue was $28.1 million for the three
months  ended  June  30,  1999, representing a $11.5 million, or 69.3%, increase
from $16.6 million for the three months ended June 30, 1998. Cost of revenue for
the  three  months  ended  June  30,  1999 as a percentage of revenue was 81.6%,
compared  to  76.0%  for  the three months ended June 30, 1998. The increase was
primarily  due  to  the  Company's  significant  increase  in  the proportion of
revenues  it  generates from its homebuilding activities which has lower margins
and  the  increased overhead allocation to the Company's homebuilding activities
on  a  per  unit  basis  during  1999.

     Gross Profit.   Gross profit as a percent of revenue decreased to 18.4% for
the  three  months  ended  June 30, 1999 from 24.0% for the comparable period in
1998.  Gross  margins  on the sales of homes decreased to 13.8% during the three
months  ended June 30, 1999 compared to 15.9% during the three months ended June
30,  1998,  due  to  an increased overhead allocation as explained above.  Gross
margin on construction revenue decreased to 20.3% in the three months ended June
30,  1999,  compared  to  23.4% in the same period of 1998, primarily due to the
timing  of  the  completion  of such projects and increased overhead allocation.
Gross  profit  margins  on  commercial properties sold in the three months ended
June  30,  1999  increased to 86.9% from 6.5% in the three months ended June 30,
1998  primarily due to the lower cost basis of the property sold during the 1999
period  compared  to  the  property  sold  during  the  1998  period.

     General  and  Administrative Expenses.  General and administrative expenses
were  $2.4  million  for  the  three  months ended June 30, 1999, representing a
$678,000,  or  40.0%, increase from $1.7 million for the three months ended June
30, 1998.  The increase was primarily due to increased activities related to the
growth  in  the  Company's  revenues,  including  an  increase  in  homebuilding
activities  and  the acquisitions of Diamond Key and Maxim Homes, Inc. ("Maxim")


                                       16
<PAGE>
in  December  1998  and March 1998, respectively.  Of this increase, $446,000 of
marketing  and  advertising  costs  reflect  the  increased  number  of  housing
subdivisions  in production during the three months ended June 30, 1999 compared
to  the same period in 1998.  The Company had 22 home developments open for sale
at June 30, 1999 compared to only 3 at June 30, 1998.   In addition, accounting,
legal  and  other  professional fees increased $127,000, vehicle and repairs and
maintenance  expenses  increased  $60,000  and  rent,  utility, travel and other
general  office expenses increased $156,000 as the number of employees increased
to  761  at June 30, 1999 from 524 at June 30, 1998.  General and administrative
expenses  as  a  percentage of total revenue was 6.9% for the three months ended
June  30,  1999  as  compared  to 7.7% for the three months ended June 30, 1998.

     Depreciation  and  Amortization.  Depreciation and amortization expense was
$577,000  for  the three months ended June 30, 1999, representing a $202,000, or
53.9%,  increase  from  $375,000  for  the three months ended June 30, 1998. The
increase  was primarily due to goodwill amortization expense of $152,000 for the
three  months ended June 30, 1999 for Diamond Key, Maxim and HomeBanc which were
acquired  in  1998  utilizing  the purchase method of accounting.  The remaining
increase  was  due  to  depreciation  expense related to furniture, fixtures and
equipment  due  to  the  Company's  growth.

     Interest  Expense,  Net.   Interest  expense, net, was $1.9 million for the
three months  ended  June  30,  1999,  representing  a  $1.4  million or 307.0%,
increase from $456,000 for  the  three months ended June 30, 1998.  The increase
was primarily the result of higher levels  of  debt and higher interest rates on
the debt.

     Income  Before  Provision  for Income Taxes.   As a result of the foregoing
factors, income before provision for income taxes was $1.5 million for the three
months ended June 30, 1999, representing a $1.2 million, or 44.8%, decrease from
$2.7  million for the three months ended June 30, 1998.  Income before provision
for  income taxes as a percentage of total revenue was 4.4% for the three months
ended  June  30,  1999  as compared to 12.5% for the three months ended June 30,
1998.

Six  Months  Ended  June  30,  1999  Compared  to Six Months Ended June 30, 1998

     Revenue.    Total  revenue  was $64.0 million for the six months ended June
30,  1999,  representing  a $29.4 million, or 85.0%, increase from $34.6 million
for  the  six  months  ended June 30, 1998. The increase was primarily due to an
increase  of $38.1 million, or 425.7%, in sales of homes to $47.1 million during
the  six  months  ended  June  30,  1999 compared to $9.0 million during the six
months  ended  June  30,  1998.  The 424 single-family home closings for the six
months  ended  June  30, 1999 represented a 351.1% increase over the 94 closings
for  the  six  months  ended June 30, 1998.  Home closings during the six months
ended  June  30,  1999,  included  154  in Nevada, 23 in Utah and 247 in Arizona
compared  to  85 in Nevada and 9 in Utah for the comparable period in 1998.  The
increase  in  home  sales  was primarily due to the Company's increased focus on
homebuilding  and its acquisition of Diamond Key in November 1998.  Construction
revenue  decreased  $7.0  million,  or  36.4%  from $19.1 million during the six
months ended June 30, 1998 to $12.2 million during the six months ended June 30,
1999.  The  decrease  is  primarily  the  result  of  more  active  projects and
construction  activity during the six months ended June 30, 1998 compared to the
six  months ended June 30, 1999.  Three large projects under construction during
the six months ended June 30, 1998 were completed in early 1999, therefore lower
revenues  were recognized on these projects as they neared completion during the
first  part of 1999.  Sale of commercial properties was $1.7 million for the six
months  ended  June  30,  1999 compared to $3.8 million for the six months ended
June  30,  1998.  The  decrease  was  due to smaller properties sold during 1999
compared  to  1998.  The  1999  sales were a small retail center and a parcel of
land  compared  to the 1998 sales, which were a large warehouse and a commercial
center.  Rental  revenue was $1.9 million for the six months ended June 30, 1999
compared  to  $1.8  million  for  the  comparable 1998 period.  The increase was
primarily due to higher occupancy levels during 1999.  Other revenue for the six
months  ended  June  30,  1999 was $1.2 million compared to $899,000 for the six
months  ended  June  30,  1998.  The  increase was due primarily to premiums and
origination  fees  collected  by  HomeBanc  during the six months ended June 30,
1999.

     Cost  of  Revenue.   Total  cost  of  revenue was $52.5 million for the six
months  ended  June  30, 1999, representing a $26.3 million, or 100.2%, increase
from  $26.2 million for the six months ended June 30, 1998.  Cost of revenue for
the  six  months  ended  June  30,  1999  as  a percentage of revenue was 82.0%,
compared  to  75.8%  for  the  six  months ended June 30, 1998. The increase was
primarily  due  to  the  Company's  significant  increase  in  the proportion of
revenues  it  generates from its homebuilding activities which has lower margins
and  the  increased overhead allocation to the Company's homebuilding activities
on  a  per  unit  basis  during  1999.

     Gross Profit.   Gross profit as a percent of revenue decreased to 17.9% for
the six months ended June 30, 1999 from 24.2% for the comparable period in 1998.
Gross  margins  on  the  sales of homes decreased to 12.6% during the six months
ended June 30, 1999 compared to 15.9% during the six months ended June 30, 1998,
due to an increased overhead allocation to the Company's homebuilding activities


                                       17
<PAGE>
on a per unit basis.  Gross margin on construction revenue decreased to 19.6% in
the  six  months  ended  June  30, 1999, compared to 22.8% in the same period of
1998,  primarily  due  to  the  timing  of  the  completion of such projects and
increased  overhead  allocation.  Gross  profit  margin on commercial properties
sold  in  the six months ended June 30, 1999 increased to 39.3% from 8.4% in the
six  months  ended  June  30,  1998 primarily due to the lower cost basis of the
properties  sold  during  the 1999 period compared to the properties sold during
the  1998  period.

     General  and  Administrative Expenses.  General and administrative expenses
were  $4.4  million  for the six months ended June 30, 1999, representing a $2.0
million,  or 80.7%, increase from $2.4 million for the six months ended June 30,
1998.  The  increase  was  primarily  due to increased activities related to the
growth  in  the  Company's  revenues,  including  an  increase  in  homebuilding
activities  and  the  acquisitions  of Diamond Key and Maxim.  Of this increase,
$685,000  of  marketing  and  advertising  costs reflect the increased number of
housing  subdivisions  in  production  during the six months ended June 30, 1999
compared  to the same period in 1998.  The Company had 22 home developments open
for  sale  at  June  30, 1999 compared to only 3 at June 30, 1998.  In addition,
accounting,  legal  and  other professional fees increased $232,000, vehicle and
repairs and maintenance expense increased $179,000 and rent, utility, travel and
other  general  office  expenses  increased  $499,000 as the number of employees
increased  to  761  at  June  30,  1999  from 524 at June 30, 1998.  General and
administrative  expenses  as  a percentage of total revenue was 6.9% for the six
months ended June 30, 1999 as compared to 7.0% for the six months ended June 30,
1998.

     Depreciation  and  Amortization.  Depreciation and amortization expense was
$1.1 million for the six months ended June 30, 1999, representing a $342,000, or
44.6%,  increase  from  $766,000  for  the  six  months ended June 30, 1998. The
increase  was primarily due to goodwill amortization expense of $276,000 for the
six  months  ended  June 30, 1999 for Diamond Key, Maxim and HomeBanc which were
acquired  in  1998  utilizing  the  purchase  method  of  accounting.

     Interest  Expense,  Net.   Interest  expense, net, was $3.2 million for the
six  months ended June 30, 1999, representing a $2.4 million or 289.0%, increase
from $823,000 for the six months ended June 30, 1998. The increase was primarily
the  result  of  higher  levels  of  debt and higher interest rates on the debt.

     Income  Before  Provision  for Income Taxes.   As a result of the foregoing
factors,  income  before provision for income taxes was $2.7 million for the six
months ended June 30, 1999, representing a $1.6 million, or 36.6%, decrease from
$4.3  million  for  the six months ended June 30, 1998.  Income before provision
for  income  taxes  as a percentage of total revenue was 4.3% for the six months
ended June 30, 1999 as compared to 12.5% for the six months ended June 30, 1998.

LIQUIDITY  AND  CAPITAL  RESOURCES

     The  Company  has  historically  relied upon land and project financing, as
applicable, partner and joint venture contributions in the form of land or cash,
developer's  equity  (value  in  excess of cost), other forms of debt, including
loans  from affiliates and cash flow from operations to provide capital for land
acquisitions  and  portfolio  construction.  The  Company intends to continue to
provide  for  its  capital  requirements  from  some  or  all  of these sources.
Management  believes  that  cash generated from operations, funds available from
external  sources  of  debt  and equity financing, together with cash on hand at
June  30, 1999 will be sufficient to provide for its capital requirements for at
least the next 12 months.  The Company is exploring the refinancing of these and
other  indebtedness  through  the issuance of up to $50.0 million of longer term
notes  during  1999.  There can be no assurance that the Company will be able to
do  so.

     During  the  fourth  quarter of 1998, the Company's President and principal
stockholder,  James  C.  Saxton,  pledged  3,471,590  shares of Common Stock, or
approximately  44.9%  of  the  Company's outstanding shares at June 30, 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% per annum and mature on
February  1,  2000.  The  Company intends to refinance the loans from Mr. Saxton
prior  to  their maturities.  The Company understands that Mr. Saxton intends to
repay,  in  full,  the loans from the two lenders upon repayment of the loans he
has  made  to  the  Company.

    On February 9, 1998, the Company entered into a $10.0 million revolving loan
agreement  with  a  financial  institution.  The  line  of  credit  provides for
borrowings  of up to $1.0 million for general working capital requirements, $4.0
million  for  acquisition and development, including strategic acquisitions, and
$5.0  million  for  land  acquisitions.  Borrowing  under  the line of credit is
secured  by the pledge of certain Company receivables and any land acquired with


                                       18
<PAGE>
borrowings  under  the line of credit and bears interest at one percent over the
lender's  prime rate in effect from time to time.  The agreement is also subject
to  certain  financial  covenants and matures November 30, 1999.  As of December
31,  1998  and  June  30, 1999, the Company had outstanding indebtedness of $5.0
million and $9.8 million, respectively, and available borrowings of $5.0 million
and  $190,000,  respectively,  under  this  agreement.

     On July 30, 1997, the Company entered into a $5.0 million 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 June 30, 1999), and require the Company to pay a loan
fee  of  0.25%  for  each disbursement.  Loans under the agreement are available
only for the acquisition of land and are secured by first trust deeds on certain
real  property.  As  of  December  31,  1998  and June 30, 1999, the Company had
outstanding  indebtedness  of  $1.9  million and $2.2 million, respectively, and
available  borrowings  of $3.1 million and $2.8 million, respectively, under the
agreement.  Under  the  terms  of the agreement, the Company is required to meet
certain  financial  covenants.  The Company was in compliance with the covenants
at  June  30,  1999.

     Operating  Activities.  Net  cash  used  in  operating activities was $16.3
million for the six months ended June 30, 1999 compared to $12.7 million for the
six  months  ended  June  30,  1998.  The increase in net cash used in operating
activities  was  primarily  due  to  a  $14.6  million increase in cash used for
properties  under  development  related  to  single-family  homes during the six
months  ended  June  30, 1999 compared to a $9.0 million increase during the six
months  ended June 30, 1998.  The number of home developments under construction
increased  to 35 for $68.2 million at June 30, 1999 from 11 for $23.3 million at
June  30,  1998.


     Investing  Activities.  Net  cash  used  in  investing  activities was $1.3
million  for the six months ended June 30, 1999 compared to $8.0 million for the
six  months  ended  June  30,  1998.  The  decrease  was  primarily due to lower
expenditures  for  property acquisitions and improvements during the 1999 period
compared  to  the  1998  period  as  the  Company  focused  more on homebuilding
activities during 1999.  The Company spent $9.9 million on property acquisitions
and  improvements  during  the 1998 period compared to $2.2 million during 1999.
The  decrease  in net cash used in investing activities was also attributable to
lower payments received on notes receivable during the six months ended June 30,
1999  compared  to  the  six  months  ended  June  30,  1998.

     Financing  Activities.  Net cash provided by financing activities was $16.6
million for the six months ended June 30, 1999 compared to $22.9 million for the
six  months  ended  June  30,  1998.  The decrease in cash provided by financing
activities was primarily due to lower net borrowings of $15.9 million during the
six  months  ended June 30, 1999 compared to $22.9 million during the six months
ended  June  30,  1998.


                                       19
<PAGE>

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

<TABLE>
<CAPTION>
                                          THREE MONTHS     SIX MONTHS
                                              ENDED          ENDED
                                             JUNE 30,      JUNE 30,
                                        --------------  --------------
                                         1998    1999    1998    1999
                                        ------  ------  ------  ------
<S>                                     <C>     <C>     <C>     <C>
Interest incurred:
 Residential . . . . . . . . . . . . .  $  804  $2,281  $1,319  $4,450
 Commercial. . . . . . . . . . . . . .     552     609   1,139   1,210
                                        ------  ------  ------  ------
   Total incurred. . . . . . . . . . .  $1,356  $2,890  $2,458  $5,660
                                        ======  ======  ======  ======

Interest expensed:
 Residential . . . . . . . . . . . . .  $  198  $1,572  $  331  $2,658
 Commercial. . . . . . . . . . . . . .     528     515   1,055   1,026
                                        ------  ------  ------  ------
   Total expensed. . . . . . . . . . .  $  726  $2,087  $1,386  $3,684
                                        ======  ======  ======  ======

Interest capitalized at end of period:
 Residential . . . . . . . . . . . . .  $  606  $  709  $  988  $1,792
 Commercial. . . . . . . . . . . . . .      24      94      84     184
                                        ------  ------  ------  ------
   Total interest capitalized. . . . .  $  630  $  803  $1,072  $1,976
                                        ======  ======  ======  ======
</TABLE>

     Properties  under  development and land held for future development or sale
increased  $7.1 million from $80.7 million at December 31, 1998 to $87.8 million
at  June  30,  1999.

     The  Company  anticipates  that  during  the  next  twelve months portfolio
projects  in  development  will  cost  approximately  $313,000 in the aggregate,
substantially  all  of  which  the Company plans to finance through construction
loans.  The  Company  also  anticipates  that  it  will spend approximately $1.2
million  for planned portfolio projects during the next twelve months.  The real
estate  development  business  is  capital  intensive  and  requires significant
up-front  expenditures to acquire and entitle land and commence development. The
Company  typically  finances, and will continue to finance, its land acquisition
and  portfolio  development  activities  utilizing the proceeds of institutional
loans  secured  by  real  property.  In some cases, the Company plans to utilize
private  financing,  typically on a short-term or interim basis.  In cases where
the Company holds a property after completion of construction, the Company plans
to  obtain  permanent  financing  secured  by  the  property.

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

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

     The  Company  does  not  utilize financial instruments for trading or other
speculative  purposes,  nor does it utilize leveraged financial instruments.  On
the  basis  of  the  fair value of the Company's market sensitive instruments at
June  30,  1999, the Company does not consider the potential near-term losses in
future  earnings,  fair values and cash flows from reasonably possible near-term
changes  in  interest  rates  to  be  material.

BACKLOG

     The  Company's  homes  are  generally  offered for sale in advance of their
construction.  The majority of the Company's homes are sold pursuant to standard
sales  contracts  entered into prior to commencement of construction. Such sales
contracts  are  typically  subject  to certain contingencies such as the buyer's
ability  to  qualify  for  financing.  Homes covered by such sales contracts are
considered  by the Company as backlog. The Company does not recognize revenue on
homes  covered  by  such  contracts  until  the sales are closed and the risk of


                                       20
<PAGE>
ownership  has  been  legally  transferred  to  the buyer. At June 30, 1999, the
Company  had  353  homes  in  backlog,  representing an aggregate sales value of
approximately  $39.3  million.  At  June  30, 1998, the Company's backlog was 50
homes  representing  an  aggregate  sales  value  of  $6.0  million.

     The  Company is also involved in the design-build development of commercial
projects.  Backlog  for  such  commercial projects is defined as the uncompleted
work  remaining  under  a  signed  fixed-price  contract.  The  Company uses the
percentage-of-completion  method  to  account  for revenue from its design-build
contracts.  At  June  30,  1999,  the Company had backlog under its design-build
contracts  of  approximately  $22.3  million.  At  June  30, 1998, the Company's
design-build  backlog  was  approximately  $46.8  million.

YEAR  2000

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

     The  Company  has  also increased the awareness of the Y2K issue across the
Company,  assessed  the  Company's  Y2K issues, determined proposed resolutions,
validated those proposed resolutions and implemented most system solutions.  The
Company  has  substantially  completed its assessment of applications within the
Company  that  are  not  Y2K  compliant  and is in varying stages of determining
appropriate resolutions to the issues identified.  The Company has substantially
completed all business critical internal hardware and software modifications and
testing.

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

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

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


                                       21
<PAGE>
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
$71.6  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 8.77% per annum at June
30, 1999. If the interest rates on the floating rate debt increase in accordance
with  changes  to  the  indices  upon  which  the  rates are based, debt service
obligations  of  the  Company  will  increase.

     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.


                                       22
<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/A
for  the  year  ended December 31, 1998.  There have been no significant changes
since  the  filing  of  the  aforementioned report, except for new debt of $38.1
million,  due  between 1999 and 2001 with annualized interest rates ranging from
8.25%  to  24.0%.


                                       23
<PAGE>

PART  II.  OTHER  INFORMATION

ITEM  1.  LEGAL  PROCEEDINGS

     None.

ITEM  2.  CHANGES  IN  SECURITIES  AND  USE  OF  PROCEEDS

     None.

ITEM  3.  DEFAULTS  UPON  SENIOR  SECURITIES

     None.

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

     The Company's Annual Meeting of Stockholders was held on June 7, 1999.  The
following  individuals  were  elected  as  Directors  at  such  annual  meeting:


<TABLE>
<CAPTION>
                                           Votes
                        ---------------------------------------------
Name                       For     Against  Abstain  Broker Non-Votes
----------------------  ---------  -------  -------  ----------------
<S>                     <C>        <C>      <C>      <C>

James C. Saxton. . . .  7,494,913        -   89,529                 -
Michele Saxton Pori. .  7,490,713        -   93,729                 -
Douglas W. Hensley . .  7,498,213        -   86,229                 -
Marc S. Hechter. . . .  7,497,213        -   87,229                 -
Timothy J. Adams . . .  7,497,213        -   87,229                 -
Paul Eisenberg . . . .  7,494,913        -   89,529                 -
Bernard J. Mikell, Jr.  7,497,213        -   87,229                 -
Robert L. Seale. . . .  7,495,013        -   89,429                 -
</TABLE>

     Each  Director  was  elected for a one-year term and until their respective
successors  are  elected  and qualified.  In addition, the stockholders approved
the  following  proposals:

1.     An  amendment  to the Company's Management Stock Option Incentive Plan to
       increase  from  500,000 to 750,000 the number of shares of common stock
       issuable upon  exercise  of  options  (7,181,511 votes for; 387,831 votes
       against; 15,100 abstentions;  and  0  broker  non-votes).
2.     Ratification of the change of auditors from KPMG LLP to Deloitte & Touche
       LLP  as the Company's independent accountants (7,515,106 votes for;
       49,800 votes against;  19,536  abstentions;  and  0  broker  non-votes).

ITEM  5.  OTHER  INFORMATION

     None.

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

     Exhibit  27  - Financial Data Schedule for the quarter ended June 30, 1999.


                                       24
<PAGE>
                                   SIGNATURES

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

SAXTON  INCORPORATED

May  15,  2000  By:                 By:     /s/  James  C.  Saxton
                                    --------------------------------------------
                                    James  C.  Saxton
                                    Chairman of the Board of Directors,
                                    President, Chief  Executive  Officer,
                                    Interim Chief Financial Officer and Director
                                    (Principal Executive Officer)


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


                                       25
<PAGE>
                                INDEX TO EXHIBITS

                                                                    SEQUENTIALLY
    EXHIBIT                                                           NUMBERED
    NUMBER   DESCRIPTION                                                PAGE

    27       Financial Data Schedule for the quarter ended June 30, 1999      26
    --                                                                        --


                                       26
<PAGE>