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 September 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  November  5,  1999  was  7,732,922.


<PAGE>

                      SAXTON INCORPORATED AND SUBSIDIARIES
                                  FORM 10-Q/A
<TABLE>
<CAPTION>
                                                                        PAGE
PART I.  FINANCIAL INFORMATION                                          NUMBER
                                                                        ------
   Item 1.  Condensed Financial Statements
<S>         <C>                                                         <C>
            Condensed Consolidated Balance Sheets  -
            December 31, 1998 and September 30, 1999 (as restated) . .       3

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

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

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

            Notes to Condensed Consolidated Financial Statements
            (as restated) . . . . . . . . . . . . . . . . . . . . . . .   8-16

   Item 2.  Management's Discussion and Analysis of
            Financial Condition and Results of Operations . . . . . . .  16-23

   Item 3.  Quantitative and Qualitative Disclosures About Market Risk      24


PART II.  OTHER INFORMATION

   Item 1.  Legal Proceedings . . . . . . . . . . . . . . . . . . . .       25

   Item 2.  Changes in Securities and Use of Proceeds . . . . . . . .       25

   Item 3.  Defaults Upon Senior Securities . . . . . . . . . . . . .       25

   Item 4.  Submission of Matters to a Vote of Security Holders . . .       25

   Item 5.  Other Information . . . . . . . . . . . . . . . . . . . .       25

   Item 6.  Exhibits and Reports on Form 8-K  . . . . . . . . . . . .       25

SIGNATURES                                                                  26
</TABLE>



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

                      SAXTON INCORPORATED AND SUBSIDIARIES

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

<TABLE>
<CAPTION>
                                                                        DECEMBER 31,    SEPTEMBER 30,
                              ASSETS                                        1998             1999
                                                                        -------------  ----------------
                                                                                        (as restated -
                                                                                         see note 2)
Real estate properties:
<S>                                                                     <C>            <C>
 Operating properties, net of accumulated depreciation                  $      23,117  $         29,295
 Properties under development. . . . . . . . . . . . . . . . . . . . .         79,418            85,911
 Land held for future development or sale. . . . . . . . . . . . . . .          1,349            16,402
                                                                        -------------  ----------------
   Total real estate properties. . . . . . . . . . . . . . . . . . . .        103,884           131,608

Cash and cash equivalents   . . . . . . . . . . . . . . . . . . . . . .          1,331             5,549
Due from Tax Credit Partnerships  . . . . . . . . . . . . . . . . . . .         31,997            37,586
Construction contracts receivable, net of allowance for doubtful
 accounts of $403 at December 31, 1998 and $231 at September 30, 1999 .          8,773             5,372
Costs and estimated earnings in excess of billings on
 uncompleted contracts . . . . . . . . . . . . . . . . . . . . . . . .          2,618             2,100
Notes receivable   . . . . . . . . . . . . . . . . . . . . . . . . . .          1,000             1,117
Investments in joint ventures  . . . . . . . . . . . . . . . . . . . .          3,577             3,598
Due from related parties   . . . . . . . . . . . . . . . . . . . . . .            154               148
Prepaid expenses and other assets    . . . . . . . . . . . . . . . . .         17,661            17,271
                                                                        -------------  ----------------
     Total assets. . . . . . . . . . . . . . . . . . . . . . . . . . .  $     170,995  $        204,349
                                                                        =============  ================

LIABILITIES AND STOCKHOLDERS' EQUITY

Accounts payable and accrued expenses  . . . . . . . . . . . . . . .    $      24,892  $         28,114
Tenant deposits and other liabilities  . . . . . . . . . . . . . . . .          6,295             6,375
Billings in excess of costs and estimated earnings
 on uncompleted contracts. . . . . . . . . . . . . . . . . . . . . . .            181               940
Notes payable  . . . . . . . . . . . . . . . . . . . . . . . . . . . .         88,306           115,485
Notes payable to related parties  . . . . . . . . . . . . . . . . . .          12,016            11,662
Long-term capital lease obligations  . . . . . . . . . . . . . . . .            1,118             1,091
                                                                        -------------  ----------------
     Total liabilities . . . . . . . . . . . . . . . . . . . . . . . .        132,808           163,667

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 September 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            19,192
                                                                        -------------  ----------------
     Total stockholders' equity. . . . . . . . . . . . . . . . . . . .         38,187            40,682
                                                                        -------------  ----------------

     Total liabilities and stockholders' equity. . . . . . . . . . . .  $     170,995  $        204,349
                                                                        =============  ================
</TABLE>



     See accompanying notes to condensed consolidated financial statements.


                                        3
<PAGE>
                      SAXTON INCORPORATED AND SUBSIDIARIES

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

                                   (unaudited)
<TABLE>
<CAPTION>
                                                                           THREE MONTHS ENDED           NINE MONTHS ENDED
                                                                             SEPTEMBER 30,                SEPTEMBER 30,
                                                                     -----------------------------  -----------------------------
                                                                        1998            1999           1998            1999
                                                                     -----------  ----------------  -----------  ----------------
                                                                                   (as restated -                 (as restated -
                                                                                    see note 2)                    see note 2)
REVENUE:
<S>                                                                  <C>          <C>               <C>          <C>
Construction revenue, including Tax Credit
 Partnership construction revenue of $11,254 and $4,024
 for the three months ended September 30, 1998 and 1999,
 respectively, and $25,389 and $14,887 for the nine months ended
 September  30, 1998 and 1999, respectively . . . . . . . . . . . .  $   11,777   $          4,989  $   30,909   $         17,156
Sales of homes. . . . . . . . . . . . . . . . . . . . . . . . . . .       6,110             29,013      15,070             76,115
Sales of commercial properties. . . . . . . . . . . . . . . . . . .           -              3,214       3,819              4,901
Rental revenue. . . . . . . . . . . . . . . . . . . . . . . . . . .         802                815       2,569              2,669
Other revenue . . . . . . . . . . . . . . . . . . . . . . . . . . .         309                619       1,209              1,778
                                                                     -----------  ----------------  -----------  ----------------
 Total revenue. . . . . . . . . . . . . . . . . . . . . . . . . . .      18,998             38,650      53,576            102,619
                                                                     -----------  ----------------  -----------  ----------------

COST OF REVENUE:
Cost of construction, including Tax Credit Partnership cost of
 construction of $8,735 and $3,068 for the three months ended
 September 30, 1998 and 1999, respectively, and $18,785 and $10,725
 for the nine months ended September 30, 1998 and 1999,
 respectively . . . . . . . . . . . . . . . . . . . . . . . . . . .       9,469              4,423      24,236             14,205
Cost of homes sold. . . . . . . . . . . . . . . . . . . . . . . . .       5,269             25,551      12,805             66,713
Cost of commercial properties sold. . . . . . . . . . . . . . . . .           -              3,156       3,500              4,180
Rental operating cost . . . . . . . . . . . . . . . . . . . . . . .         200                159         622                682
                                                                     -----------  ----------------  -----------  ----------------
 Total cost of revenue. . . . . . . . . . . . . . . . . . . . . . .      14,938             33,289      41,163             85,780
                                                                     -----------  ----------------  -----------  ----------------

Gross profit. . . . . . . . . . . . . . . . . . . . . . . . . . . .       4,060              5,361      12,413             16,839
                                                                     -----------  ----------------  -----------  ----------------
General and administrative expense. . . . . . . . . . . . . . . . .       1,164              2,813       3,600              7,215
Depreciation and amortization . . . . . . . . . . . . . . . . . . .         431                627       1,197              1,735
                                                                     -----------  ----------------  -----------  ----------------
 Operating income . . . . . . . . . . . . . . . . . . . . . . . . .       2,465              1,921       7,616              7,889
                                                                     -----------  ----------------  -----------  ----------------

OTHER EXPENSE:
Interest expense, net of interest income of $201 and $354 for the
 three months ended September 30, 1998 and 1999, respectively, and
 $764 and $832 for the nine months ended September 30, 1998 and
 1999, respectively . . . . . . . . . . . . . . . . . . . . . . . .     (   523)         (  1,193)    (  1,347)          (  4,399)

Joint venture loss  . . . . . . . . . . . . . . . . . . . . . . . .     (    10)         (      5)    (     16)          (     29)
                                                                     -----------  ----------------  -----------  ----------------
 Total other expense  . . . . . . . . . . . . . . . . . . . . . . .     (   533)         (  1,198)    (  1,363)          (  4,428)
                                                                     -----------  ----------------  -----------  ----------------
Income before provision for income taxes. . . . . . . . . . . . . .       1,932                723       6,253              3,461
Provision for income taxes. . . . . . . . . . . . . . . . . . . . .         561                176       1,900                966
                                                                     -----------  ----------------  -----------  ----------------
 Net income  . . . . . . . . . . . . . . . . . . . . . . . . . . . . $    1,371   $            547  $    4,353   $          2,495
                                                                     ===========  ================  ===========  ================

EARNINGS PER COMMON SHARE:
Basic:
-------------------------------------------------------------------
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $     0.18   $           0.07  $     0.57   $           0.32
                                                                     ===========  ================  ===========  ================

Weighted-average number of common shares outstanding . . . . . . . .  7,661,422          7,732,922   7,649,187          7,732,922
                                                                     ===========  ================  ===========  ================


Diluted:
-------------------------------------------------------------------
Net income . . . . .  . . . . . . . . . . . . . . . . . . . . . . .   $    0.18   $           0.07  $     0.57   $           0.32
                                                                     ===========  ================  ===========  ================
Weighted-average number of common shares outstanding assuming
dilution  . . . . . . . . . . . . . . . . . . . . . . . . . . . .     7,661,781          7,733,089   7,655,978          7,734,047
                                                                     ===========  ================  ===========  ================
</TABLE>


     See accompanying notes to condensed consolidated financial statements.


                                        4
<PAGE>
                      SAXTON INCORPORATED AND SUBSIDIARIES

            CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                      NINE MONTHS ENDED SEPTEMBER 30, 1999
                                 (in thousands)

                                   (unaudited)

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

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

Net income for the nine months
 ended September 30, 1999 (as restated -
see note 2) . . . . . . . . . . . . . . . . .            -        -            -      2,495    2,495
                                               -----------  -------  -----------  ---------  -------
Balance at September 30, 1999 (as restated -
see note 2) . . . . . . . . . . . . . . . . .        7,733  $     8  $    21,482  $  19,192  $40,682
                                               ===========  =======  ===========  =========  =======
</TABLE>

     See accompanying notes to condensed consolidated financial statements.


                                        5
<PAGE>
                      SAXTON INCORPORATED AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)


                                   (unaudited)

<TABLE>
<CAPTION>
                                                                                  NINE MONTHS ENDED
                                                                                     SEPTEMBER 30,
                                                                       -------------------------------------
                                                                              1998                1999
                                                                       -------------------  ----------------
                                                                                             (as restated -
                                                                                                 see note 2)
Cash flows from operating activities:
---------------------------------------------------------------------
<S>                                                                    <C>                  <C>

 Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $            4,353   $          2,495
 Adjustments to reconcile net income to net cash used in
    operating activities:
     Depreciation and amortization. . . . . . . . . . . . . . . . . .               1,197              1,735
     Gain on sales of commercial properties . . . . . . . . . . . . .           (     310)        (      906)
     Joint venture loss . . . . . . . . . . . . . . . . . . . . . . .                  16                 29
     Increase in Investments in joint ventures. . . . . . . . . . . .                   -         (       50)
     Changes in operating assets and liabilities:
       Increase in Due from Tax Credit Partnerships . . . . . . . . .           (  18,377)        (    5,161)
       Decrease (increase) in Construction contracts receivable . . .           (     599)             3,401
       Decrease in Costs and estimated earnings in excess of billings
         on uncompleted contracts . . . . . . . . . . . . . . . . . .               2,020                518
       Increase in Properties under development . . . . . . . . . . .           (  19,875)        (   29,572)
       Increase in Prepaid expenses and other assets. . . . . . . . .           (   2,208)        (      412)
       Increase in Accounts payable and accrued expenses. . . . . . .               6,208              3,222
       Increase (decrease) in Billings in excess of costs and
         estimated earnings on uncompleted contracts. . . . . . . . .           (     458)               759
       Increase in Tenant deposits and other liabilities. . . . . . .               6,591                 80
                                                                       -------------------  ----------------

         Net cash used in operating activities. . . . . . . . . . . .           (  21,442)         (  23,862)
                                                                       -------------------  ----------------

Cash flows from investing activities:
---------------------------------------------------------------------
 Expenditures for property acquisitions and improvements. . . . . . .           (  10,053)         (   2,686)
 Proceeds from Sales of commercial properties . . . . . . . . . . . .                 984              4,901
 Increase in Notes receivable from related parties. . . . . . . . . .           (      33)         (      83)
 Payments from Notes receivable from related parties. . . . . . . . .                  54                 89
 Increase in Notes receivable . . . . . . . . . . . . . . . . . . . .           (     750)         (   1,046)
 Payments from Notes receivable . . . . . . . . . . . . . . . . . . .               2,468                251
 Cash paid to acquire net assets of Maxim Homes, Inc. . . . . . . . .           (     793)                 -
                                                                       -------------------  ----------------

         Net cash provided by (used in) investing activities. . . . .           (   8,123)             1,426
                                                                       -------------------  ----------------

Cash flows from financing activities:
---------------------------------------------------------------------
 Proceeds from issuance of Notes payable. . . . . . . . . . . . . . .              63,994             95,997
 Payments on Notes payable and capital lease obligations. . . . . . .           (  34,140)        (   68,989)
 Proceeds from issuance of Notes payable to related parties . . . . .                   -              2,472
 Payments on Notes payable to related parties . . . . . . . . . . . .                   -         (    2,826)
                                                                       -------------------  ----------------

         Net cash provided by financing activities. . . . . . . . . .              29,854             26,654
                                                                       -------------------  ----------------

         Net increase in cash and cash equivalents. . . . . . . . . .                 289              4,218
 Cash and cash equivalents:
   Beginning of period. . . . . . . . . . . . . . . . . . . . . . . .               1,110              1,331
                                                                       -------------------  ----------------

   End of period. . . . . . . . . . . . . . . . . . . . . . . . . . .  $            1,399   $          5,549
                                                                       ===================  ================
</TABLE>

     See accompanying notes to condensed consolidated financial statements.


                                        6
<PAGE>
                      SAXTON INCORPORATED AND SUBSIDIARIES

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

                                   (unaudited)

<TABLE>
<CAPTION>
                                                                                   NINE MONTHS ENDED
                                                                                      SEPTEMBER 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  $            2,805  $          5,211
                                                                         ==================  ================

   Cash paid during the period for income taxes . . . . . . . . . . . .  $            3,122  $            509
                                                                         ==================  ================
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  $            144
                                                                         ==================  ================
   Recognition of revenue for the prior sale of a commercial
     property which was subject to certain conditions . . . . . . . . .  $            2,834  $              -
                                                                         ==================  ================
   Amounts due from related parties applied to notes payable to
     related parties. . . . . . . . . . . . . . . . . . . . . . . . . .  $              265  $              -
                                                                         ==================  ================
</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.  REINSTATEMENT  OF  QUARTERLY  INFORMATION

     Subsequent to the issuance of the Company's  September  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 nine months ended  September  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 SEPTEMBER 30, 1999
                                            ---------------------------------------
                                             AS PREVIOUSLY REPORTED    AS RESTATED
                                            -------------------------  ------------
<S>                                         <C>                        <C>
Balance Sheet Data:
Property under development . . . . . . . .  $                  88,477  $     85,911
Total real estate properties . . . . . . .                    134,174       131,608
Prepaid expenses and other assets. . . . .                     19,429        17,271
Total assets . . . . . . . . . . . . . . .                    209,073       204,349
Accounts payable and accrued expenses. . .                     29,486        28,114
Total liabilities. . . . . . . . . . . . .                    165,039       163,667
Retained earnings. . . . . . . . . . . . .                     22,544        19,192
Stockholders' equity . . . . . . . . . . .                     44,034        40,682
Total liabilities and stockholders' equity                    209,073       204,349
</TABLE>


                                        8
<PAGE>

<TABLE>
<CAPTION>
                                        THE THREE MONTHS ENDED  FOR THE NINE MONTHS ENDED
                                         SEPTEMBER 30, 1999       SEPTEMBER 30, 1999
                                         ---------------------  ----------------------
                                         AS PREVIOUSLY           AS PREVIOUSLY
                                         REPORTED  AS RESTATED   REPORTED  AS RESTATED
                                         --------  -----------  ---------  -----------
<S>                                       <C>       <C>         <C>       <C>
Statements of Income Data:
Cost of construction . . . . . . . . . .  $  4,447  $    4,423  $ 14,284  $   14,205
Cost of homes sold . . . . . . . . . . .    25,403      25,551    66,286      66,713
Total cost of revenue. . . . . . . . . .    33,165      33,289    85,432      85,780
Gross profit . . . . . . . . . . . . . .     5,485       5,361    17,187      16,839
General and administrative expenses. . .     2,606       2,813     6,528       7,215
Operating income . . . . . . . . . . . .     2,252       1,921     8,924       7,889
Interest expense . . . . . . . . . . . .   (   131)   (  1,193)   (  710)   (  4,399)
Total other expense. . . . . . . . . . .   (   136)   (  1,198)   (  739)   (  4,428)
Income before provision for income taxes     2,116         723     8,185       3,461
Provision for income taxes . . . . . . .       593         176     2,338         966
Net income . . . . . . . . . . . . . . .     1,523         547     5,847       2,495
Earnings per common share:
Basic. . . . . . . . . . . . . . . . . .  $   0.20  $     0.07  $   0.76  $     0.32
Diluted. . . . . . . . . . . . . . . . .  $   0.20  $     0.07  $   0.76  $     0.32
</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 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 which was paid through September 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.  On November 15, 1999, one year
from  the  date  of  closing and pursuant to the purchase agreement, the Company
issued 146,391 shares of the Company's Common Stock to fulfill the stock payment
obligation.  Of  the  $1.0  million  to  be paid in cash; $300,000 has been paid
through  September 30, 1999 and the remaining approximately $700,000 payment has
been  extended  to  December  6,  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 nine
months  ended  September  30,  1998  and  1999  are  as  follows:

<TABLE>
<CAPTION>
           THREE MONTHS ENDED   NINE MONTHS ENDED
              SEPTEMBER 30,       SEPTEMBER 30,
                  1998                 1999          1998     1999
           -------------------  ------------------  -------  -------
<S>        <C>                  <C>                 <C>      <C>
  Arizona                 -  %             47.5  %     -  %  44.2  %
           -------------------  ------------------  -------  -------
  Nevada.                 86.6                49.4     92.1     47.5
  Utah. .                 13.4                 3.1      7.9      8.3
           -------------------  ------------------  -------  -------

    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
nine  months  ended  September  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  nine  months  ended September 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    MARCH 31, 1999
                                          -------------------  ----------------
Cost:
<S>                                       <C>                  <C>
 Buildings                                $           19,530   $        24,447
 Tenant improvements                                     761               653
 Land                                                  6,122             7,599
                                          -------------------  ----------------
Real estate operating properties at cost              26,413            32,699

Less accumulated depreciation and
 amortization. . . . . . . . . . . . . .              (3,296)           (3,404)
                                          -------------------  ----------------

Real estate operating properties, net     $           23,117   $        29,295
                                          ===================  ================
</TABLE>

     Depreciation  expense  relating to real estate operating properties for the
three  months  ended  September  30,  1998  and 1999 was $193,000.  Depreciation
expense  relating  to real estate operating properties for the nine months ended
September  30,  1998  and  1999  was  $543,000  and  $539,000,  respectively.


                                       10
<PAGE>

NOTE  6.   CONSTRUCTION  CONTRACTS

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

     Accounts  payable  and  accrued  expenses  include amounts retained pending
subcontract  completion,  aggregating approximately $3.1 million at December 31,
1998  and  $3.3  million  at  September  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    SEPTEMBER 30, 1999
                                          -------------------  --------------------
<S>                                       <C>                  <C>
Costs incurred to date . . . . . . . . .  $           98,470   $            112,047

Estimated earnings to date . . . . . . .              30,694                 35,070
                                          -------------------  --------------------
                                                     129,164                147,117
Less billings to date. . . . . . . . . .            (126,727)            (  145,957)
                                          -------------------  --------------------
Cost and estimated earnings in excess of
billings, net. . . . . . . . . . . . . .  $            2,437   $              1,160
                                          ===================  ====================
</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    SEPTEMBER 30, 1999
                                           -------------------  --------------------
Costs and estimated earnings in excess of
<S>                                        <C>                  <C>
billings on uncompleted contracts . . . .  $            2,618   $              2,100
Billings in excess of costs and estimated
earnings on uncompleted contracts . . . .                (181)                (  940)
                                           -------------------  --------------------
Costs and estimated earnings in excess of
billings, net . . . . . . . . . . . . . .  $            2,437   $              1,160
                                           ===================  ====================
</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   SEPTEMBER 30, 1999
                                                        ------------------  -------------------
<S>                                                     <C>                 <C>
Rental and other accounts receivable . . . . . . . . .  $              575  $             2,033
Goodwill . . . . . . . . . . . . . . . . . . . . . . .               7,877                7,484
Development costs. . . . . . . . . . . . . . . . . . .               2,598                2,734
Deferred tax assets, net . . . . . . . . . . . . . . .                  74                   95
Furniture and equipment, net . . . . . . . . . . . . .               1,379                1,369
Option and escrow deposits and impounds. . . . . . . .               3,087                1,832
Inventories. . . . . . . . . . . . . . . . . . . . . .                 101                    -
Other assets, primarily prepaid expenses and loan fees               1,970                1,724
                                                        ------------------  -------------------
                                                        $           17,661  $            17,271
                                                        ==================  ===================
</TABLE>


                                       11
<PAGE>
NOTE  8.   NOTES  PAYABLE

<TABLE>
<CAPTION>
<S>                                                                          <C>           <C>
Notes payable consist of the following (in thousands):. . . . . . . . . . .  DECEMBER 31,   SEPTEMBER 30,
                                                                                 1998            1999
                                                                             ------------  --------------
Notes payable to various financial institutions, maturing at dates ranging
  between November 1999 and November 2027.  The notes bear interest
  monthly at various rates ranging from 7.9% to 13.0%. (1)(2)              $       72,328  $       89,174

Notes payable to various individuals, maturing at dates ranging between
 October 1999 and  November 2000.  The notes bear interest at various
  rates ranging from 15.0% to 36.0%.                                               15,875          26,311

Other                                                                                 103             --
                                                                             ------------  --------------
                                                                           $       88,306  $      115,485
                                                                           ==============  ==============
<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 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 restrictions.  The revolving working capital
line for $1.0 million is payable on November 30, 1999,  the maturity  date,  and
the remainder is payable one year and one day following each advance.  These due
dates range from December 1, 2000 to September 14, 2001. As of December 31, 1998
and September 30, 1999, the Company had outstanding indebtedness of $5.0 million
and $8.9 million,  respectively,  and  available  borrowings of $5.0 million and
$1.1 million, respectively,  under this agreement. The $1.1 million availability
is for land acquisitions only.

     (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 9.75% at September 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 September 30, 1999,  the
Company had outstanding indebtedness of $1.9 million and available borrowings of
$3.1 million 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 September 30, 1999.
</TABLE>

     During  1998  and  1999,  the  Company  entered  into various notes payable
representing  borrowings  from  unaffiliated  individuals.  These  notes  bear
interest  and  mature  on  the  following  dates:

<TABLE>
<CAPTION>
<S>                <C>             <C>
Principal Balance  Interest Rate   Maturity Date
-----------------  --------------  -----------------------------------
$     530,000               36%    October 8, 1999  (1)
    1,000,000               24%    December 16, 1999
      846,000               20%    December 19, 1999 (2)
    1,000,000               20%    March 17, 2000
    1,525,000               24%    March 23, 2000
      985,000               20%    June 26, 2000
      430,000               24%    June 30, 2000
    4,820,000               15%    August 1, 2000
    1,000,000               24%    September 3, 2000
    7,520,000               20%    September 10, 2000
    5,655,000               20%    September 28, 2000
    1,000,000               20%    November 20, 2000
<FN>
(1)     This  was  a  30  day  loan  and  was  paid  in full on October 8, 1999.
(2)     The  Company  intends  to  renew  this  loan  with  the  lender.
</TABLE>


                                       12
<PAGE>

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

     Notes  payable  to  related  parties are unsecured notes payable to certain
stockholders,  officers  and  Directors of the Company for development purposes.
Interest  only  payments  are  due  monthly at rates ranging from 12% to 19% per
annum,  with all amounts due at various dates in 2000.  During the first quarter
of 1999, the Company borrowed $724,000 and $300,000 from the Company's President
and  principal  stockholder,  James  C. Saxton.  The notes mature on February 1,
2000  and  bear  interest  at  19%  and 18% per annum, respectively.  During the
second  quarter  of  1999, the Company's Executive Vice President, Michele Pori,
pledged  530,000  shares  of Common Stock, or 6.9% of its outstanding shares, as
collateral  for a $1.2 million personal loan.  Ms. Pori reloaned the proceeds to
the  Company.  The  note  payable bears interest at 12% per annum and matures on
February  3,  2000.  At  September  30,  1999,  the outstanding balance was $1.2
million.  The  Company  used the proceeds from these loans for general operating
expenses.

     During the fourth quarter of 1998, Mr. 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  originally  aggregating  $7.6 million bear interest at 12% per annum and
mature on February 1, 2000. At September 30, 1999, the  outstanding  balance was
$6.4 million on these loans. 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.

     The two personal loans Mr. Saxton has outstanding and the personal loan Ms.
Pori  has  outstanding,  aggregating  $7.6  million,  are  currently  past their
maturity  date  of  September  3, 1999.  Although the principal amounts are past
due,  the  interest  payments  are current.  The Company is negotiating with the
lender to restructure the loans.  There is no guarantee that the Company will be
successful  in  doing  so.  The  lender,  to-date,  has  not issued a demand for
repayment  of  any  of  the  loans.

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
                                      SEPTEMBER 30, 1998              SEPTEMBER 30, 1999
                                ------------------------------  ------------------------------
                                                    PER-SHARE                       PER-SHARE
                                INCOME    SHARES      AMOUNT    INCOME    SHARES      AMOUNT
                                -------  ---------  ----------  -------  ---------  ----------
<S>                             <C>      <C>        <C>         <C>      <C>        <C>
Net income . . . . . . . . . .  $ 1,371                         $   547
Basic EPS
------------------------------
Income applicable to
  common stockholders. . . . .    1,371  7,661,422  $     0.18      547  7,732,922  $     0.07
                                -------  ---------  ==========  -------  ---------  ==========
Effect of dilutive securities:
  Stock options. . . . . . . .        -        359                    -        167
                                -------  ---------              -------  ---------
Diluted EPS
------------------------------
Income applicable to
  common stockholders
  and assumed conversions. . .  $ 1,371  7,661,781  $     0.18  $   547  7,733,089  $     0.07
                                =======  =========  ==========  =======  =========  ==========
</TABLE>


                                       13
<PAGE>
<TABLE>
<CAPTION>
                                        NINE MONTHS ENDED              NINE MONTHS ENDED
                                       SEPTEMBER 30, 1998              SEPTEMBER 30, 1999
                                ------------------------------  ------------------------------
                                                    PER-SHARE                       PER-SHARE
                                INCOME    SHARES      AMOUNT    INCOME    SHARES      AMOUNT
                                -------  ---------  ----------  -------  ---------  ----------
<S>                             <C>      <C>        <C>         <C>      <C>        <C>
Net income . . . . . . . . . .  $ 4,353                         $ 2,495
Basic EPS
------------------------------
Income applicable to
  common stockholders. . . . .    4,353  7,649,187  $     0.57    2,495  7,732,922  $     0.32
                                -------  ---------  ==========  -------  ---------  ==========
Effect of dilutive securities:
  Stock options. . . . . . . .        -      6,791                    -      1,125
                                -------  ---------              -------  ---------
Diluted EPS
------------------------------
Income applicable to
  common stockholders
  and assumed conversions. . .  $ 4,353  7,655,978  $     0.57  $ 2,495  7,734,047  $     0.32
                                =======  =========  ==========  =======  =========  ==========
</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 for the nine months ended September 30, 1998 and 1999 were
415,800  and  732,548,  respectively.  The  antidilutive  options  and  warrants
outstanding  for the three months ended September 30, 1998 and 1999 were 617,900
and  761,998,  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 September 30, 1999, the
Company  had 447,900 stock options outstanding to certain officers and employees
of  the  Company  pursuant to the Option Plan.  These options will vest in equal
annual  installments over five years commencing one year from the award date and
will expire between June 30, 2007 and September 30, 2009.  Stock options granted
on  June  30,  1997 were issued at an exercise price equal to the initial public
offering  price  of  $8.25 per share.  Stock options granted after June 30, 1997
were  granted  at  the  closing stock price on the grant date as reported on the
Nasdaq  Stock  Market.  On  January  2,  1998,  the  Company  gave employees the
opportunity  to  reprice  their  stock options.  The repricing involved changing
their  stock  price  from $8.25 per share to $6.875 per share (the closing stock
price  on  January  2, 1998) and changing their grant date from June 30, 1997 to
January  2, 1998.  Employees holding 148,300 stock options elected to reprice on
January 2, 1998.  As of September 30, 1999, stock options had been granted under
the Option Plan with exercise prices ranging from $3.625 per share to $8.375 per
share.

NOTE  12.   COMMITMENTS  AND  CONTINGENCIES

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

     The  Company  and  its  two  principal  stockholders  are  guarantors  on
construction loans relating to Tax Credit Partnerships. Total construction loans
payable  for  these Tax Credit Partnerships were approximately $37.1 million and
$26.9  million  at  December  31,  1998  and  September  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.


                                       14
<PAGE>
     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 nine  months  ended  September  30,  1998 and 1999,  respectively  (in
thousands):

<TABLE>
<CAPTION>
                                    THREE MONTHS ENDED SEPTEMBER 30, 1998
                                    -------------------------------------

                                                       SALES OF        PROPERTY
                       DESIGN-BUILD                   COMMERCIAL    OPERATIONS AND
                         SERVICES      HOMEBUILDING    PROPERTY       MANAGEMENT      OTHER      TOTAL
                       -------------  --------------  -----------  ----------------  --------  ---------
<S>                    <C>            <C>             <C>          <C>               <C>       <C>
Revenue . . . . . . .  $      11,777  $        6,110  $         -  $            802  $    309  $  18,998
Costs . . . . . . . .          9,469           5,269            -               200         -     14,938
                       -------------  --------------  -----------  ----------------  --------  ---------
 Gross profit . . . .  $       2,308  $          841  $         -  $            602  $    309  $   4,060
                       =============  ==============  ===========  ================  ========  =========

Depreciation and
 amortization expense  $           -  $            4  $         -  $            194  $    233  $     431

Interest expense. . .  $           -  $        (  1)  $         -  $        (  536)  $(  187)  $ (  724)
Interest income . . .  $           -  $            -  $         -  $            201  $      -  $     201

Total assets. . . . .  $      47,232  $       29,713  $         -  $         48,331  $  8,827  $ 134,103
</TABLE>

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

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

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

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

<TABLE>
<CAPTION>
                                     NINE MONTHS ENDED SEPTEMBER 30, 1998
                                     ------------------------------------
<S>                    <C>             <C>            <C>          <C>               <C>      <C>
                                                      SALES OF        PROPERTY
                      DESIGN-BUILD                   COMMERCIAL    OPERATIONS AND
                        SERVICES      HOMEBUILDING    PROPERTY       MANAGEMENT      OTHER      TOTAL
                       -------------  --------------  -----------  ----------------  --------  ---------
Revenue                $      30,909  $      15,070   $     3,819  $         2,569   $ 1,209   $ 53,576
Costs                         24,236         12,805         3,500              622         -     41,163
                       -------------  --------------  -----------  ----------------  --------  ---------
Gross profit           $       6,673  $       2,265   $       319  $         1,947   $ 1,209   $ 12,413
                       =============  ==============  ===========  ================  ========  =========

Depreciation and
amortization expense     $         -  $           7   $         -  $           542   $   648   $   1,197

Interest expense         $         -  $          (1)  $         -  $        (1,579)  $  (531)  $  (2,111)
Interest income          $         -  $           -   $         -  $           739   $    25   $     764

Total assets             $    47,232  $      29,713   $         -  $        48,331   $ 8,827   $ 134,103
</TABLE>


                                       15
<PAGE>

<TABLE>
<CAPTION>
                                     NINE MONTHS ENDED SEPTEMBER 30, 1999
                                     ------------------------------------

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

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

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

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

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

RESULTS  OF  OPERATIONS

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

Three  Months  Ended September 30, 1999 Compared to Three Months Ended September
30,  1998

     Restatement of Quarterly Information.  Subsequent  to  the  issuance of the
Company's September 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 nine months
ended September 30, 1999 have been restated from amounts previously reported  to
appropriately account for these transactions.


     Revenue.    Total  revenue  was  $38.7  million  for the three months ended
September 30, 1999, representing a $19.7 million, or 103.4%, increase from $19.0
million  for  the  three  months  ended  September  30,  1998.  The increase was
primarily  due to an increase of $22.9 million, or 374.8%, in sales of homes and
an  increase  of  $3.2  million  in  sales  of  commercial  properties.  The 265
single-family  home  closings  for  the  three  months  ended September 30, 1999
represented  an increase of 373.2%, compared to 56 closings for the three months
ended  September  30,  1998.  Home closings for the three months ended September
30,  1999  included  91  in Nevada, 7 in Utah and 167 in Arizona.  For the three
months  ended  September 30, 1998, home closings included 43 in Nevada and 13 in
Utah.  The increase in home sales was primarily due to the Company's acquisition
of  Diamond  Key  Homes, Inc. ("Diamond Key") in November 1998 and its increased
focus  on  homebuilding.  Sale of commercial properties was $3.2 million for the
three  months ended September 30, 1999 compared to $0 for the three months ended
September  30,  1998.  During  the  three  months  ended September 30, 1999, the
Company  sold  a  large  warehouse and the operations of a retail center.  There
were  no  sales  of  commercial properties during the comparable period of 1998.
Construction  revenue  for  the  three  months ended September 30, 1999 was $5.0
million,  a  decrease  of  $6.8 million, or 57.6%, from $11.8 million during the
three  month  ended  September 30, 1998.  The decrease was primarily due to more
construction activity on larger projects during the three months ended September
30, 1998 compared to the three months ended September 30, 1999.  During the 1998
period,  the Company continued construction on one large residential development
and  three  tax  credit  partnership apartment complexes.  During the comparable
1999  period, the Company continued construction of three tax credit partnership
apartment  complexes,  two  of which were near completion, and a senior citizens
care facility.  Rental and other revenue increased to $1.4 million for the three
months  ended September 30, 1999, a 29.1% increase over the  $1.1 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 September 30, 1999, primarily for
origination  fees  and  premiums.  HomeBanc,  an  affiliate  of Diamond Key, was
acquired  by  the  Company  in  December  1998.


                                       16
<PAGE>

     Cost  of  Revenue.   Total  cost of revenue was $33.3 million for the three
months  ended  September  30,  1999,  representing  a  $18.4 million, or 122.8%,
increase  from $14.9 million for the three months ended September 30, 1998. Cost
of  revenue  for  the  three  months ended September 30, 1999 as a percentage of
revenue  was  86.1%,  compared to 78.5% for the three months ended September 30,
1998. The increase was primarily due to the Company's increase in the proportion
of  revenues  it  generates  from  its  homebuilding activities due to increased
overhead  allocation  cost  on a per unit basis during 1999 and the write-off of
costs  relating  to  certain jobs.  The Company wrote off approximately $698,000
related  to  development  jobs  and  design-build  contracts  that  the  Company
determined  would  not  be  completed  or  collected  in  the  future.

     Gross Profit.  Gross profit as a percent of revenue  decreased to 13.9% for
the three months ended  September 30, 1999 from 21.5% for the comparable  period
in 1998. Gross margins on the sales of homes decreased to 11.9% during the three
months ended  September 30, 1999 compared to 13.8% during the three months ended
September 30, 1998, due to an increased overhead  allocation as explained above.
Gross  margin on  construction  revenue  decreased  to 11.3% in the three months
ended  September  30,  1999,  compared  to  19.6% in the  same  period  of 1998,
primarily  due to the  timing  of the  completion  of such  projects,  increased
overhead  allocation  and certain  write-offs as explained  above.  Gross profit
margins on commercial  properties  sold in the three months ended  September 30,
1999 was 1.8% during the three months ended September 30, 1999 and no such sales
occurred  during the same period of 1998.  The low profit  margin on  commercial
sales is a result of the sale of the operations of a convenience  retail center,
a business line that the Company does not intend to pursue  consistent  with its
overall strategy,  and the sale of a warehouse,  both of which had a higher cost
basis.

     General and Administrative  Expenses.  General and administrative  expenses
were $2.8 million for the three months ended September 30, 1999,  representing a
$1.6 million,  or 141.7%,  increase from $1.2 million for the three months ended
September  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, the acquisition of Diamond Key in November 1998 and the
write-off  of  approximately  $341,000  related  to the  Company's  efforts in a
private placement financing that was terminated.  Of this increase,  $590,000 of
marketing  and  advertising  costs  reflect  the  increased  number  of  housing
subdivisions  in  production  during the three months ended  September  30, 1999
compared to the same period in 1998. The Company had 23 home  developments  open
for sale at  September  30, 1999  compared to only 3 at September  30, 1998.  In
addition,  accounting,  legal and agency fees  increased  $274,000,  vehicle and
repairs and maintenance  expenses increased $106,000 and rent,  utility,  travel
and other general office expenses  increased $331,000 as the number of employees
increased to 622 at September 30, 1999 from 608 at September  30, 1998.  General
and  administrative  expenses as a percentage  of total revenue was 7.3% for the
three months ended  September  30, 1999 as compared to 6.2% for the three months
ended September 30, 1998.

     Depreciation  and  Amortization.  Depreciation and amortization expense was
$627,000 for the three months ended September 30, 1999, representing a $196,000,
or  45.5%, increase from $431,000 for the three months ended September 30, 1998.
The  increase was primarily due to the increase in goodwill amortization expense
of  $107,000  related  to  the  acquisitions  of Diamond Key and HomeBanc in the
fourth  quarter of 1998 and the increase in amortization expense related to loan
fees of $72,000.  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 $1.2 million for the
three  months  ended  September  30,  1999,  representing  a $670,000 or 128.1%,
increase  from  $523,000  for the three  months ended  September  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 $723,000 for the three
months ended September 30, 1999, representing a $1.2 million, or 62.6%, decrease
from  $1.9 million for the three months ended September 30, 1998.  Income before
provision  for  income  taxes  as a percentage of total revenue was 1.9% for the
three  months ended September 30, 1999 as compared to 10.2% for the three months
ended  September  30,  1998.



                                       17
<PAGE>
Nine Months Ended September 30, 1999 Compared to Nine Months Ended September 30,
1998

     Revenue.    Total  revenue  was  $102.6  million  for the nine months ended
September  30, 1999, representing a $49.0 million, or 91.5%, increase from $53.6
million for the nine months ended September 30, 1998. The increase was primarily
due  to  an  increase  of  $61.0  million, or 405.1%, in sales of homes to $76.1
million  during  the  nine  months  ended  September  30, 1999 compared to $15.1
million during the nine months ended September 30, 1998.   The 689 single-family
home  closings for the nine months ended September 30, 1999 represented a 359.3%
increase  over  the  150  closings for the nine months ended September 30, 1998.
Home  closings  during the nine months ended September 30, 1999, included 245 in
Nevada,  30  in Utah and 414 in Arizona compared to 128 in Nevada and 22 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  and  Maxim  Homes,  Inc.  ("Maxim")  in  November  1998  and  March  1998,
respectively.  Construction revenue decreased $13.8 million, or 44.5% from $30.9
million  during the nine months ended September 30, 1998 to $17.2 million during
the  nine months ended September 30, 1999.  The decrease is primarily the result
of  more  active projects and construction activity during the nine months ended
September  30, 1998 compared to the nine months ended September 30, 1999.  Three
large  projects  under  construction  during the nine months ended September 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 $4.9 million for the nine months ended September 30,
1999 compared to $3.8 million for the nine months ended September 30, 1998.  The
increase  was due to four commercial sales during  1999  compared  to  only  two
during 1998.  The 1999 sales were a retail center, a parcel of land, a warehouse
and  the  operations  of a retail store compared to the 1998 sales which  were a
warehouse and a commercial center.  Rental and other revenue for the nine months
ended  September  30,  1999 was $4.4 million compared to $3.8  million  for  the
nine months ended September 30, 1998. The increase was due primarily to premiums
and  origination  fees  collected  by  HomeBanc  during the  nine  months  ended
September  30,  1999.


     Cost  of  Revenue.   Total  cost  of revenue was $85.8 million for the nine
months  ended  September  30,  1999,  representing  a  $44.6 million, or 108.4%,
increase  from $41.2 million for the nine months ended September 30, 1998.  Cost
of  revenue  for  the  nine  months  ended September 30, 1999 as a percentage of
revenue  was  83.6%,  compared  to 76.8% for the nine months ended September 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 than construction margins, the increased overhead allocation
to the Company's homebuilding activities on a per unit basis during 1999 and the
write-off of costs relating to certain jobs.  During 1999, the Company wrote off
approximately  $685,000  related  to development jobs and design-build contracts
that  the  Company determined would not be completed or collected in the future.

     Gross Profit.  Gross profit as a percent of revenue  decreased to 16.4% for
the nine months ended September 30, 1999 from 23.2% for the comparable period in
1998.  Gross  margins on the sales of homes  decreased  to 12.4% during the nine
months ended  September  30, 1999 compared to 15.0% during the nine months ended
September  30, 1998,  due to an increased  overhead  allocation to the Company's
homebuilding  activities  on a per unit  basis.  Gross  margin  on  construction
revenue decreased to 17.2% in the nine months ended September 30, 1999, compared
to  21.6%  in the  same  period  of 1998,  primarily  due to the  timing  of the
completion  of  such  projects,   increased  overhead   allocation  and  certain
write-offs explained  previously.  Gross profit margin on commercial  properties
sold in the nine months ended September 30, 1999 increased to 14.7% from 8.4% in
the nine months ended September 30, 1998 primarily due to the overall 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 $7.2 million for the nine months ended  September 30, 1999,  representing a
$3.6  million,  or 100.4%,  increase from $3.6 million for the nine months ended
September  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,  $1.6 million of marketing and advertising costs reflect the increased
number of  housing  subdivisions  in  production  during the nine  months  ended
September 30, 1999 compared to the same period in 1998.  The Company had 23 home
developments open for sale at September 30, 1999 compared to only 3 at September
30, 1998. In addition,  accounting,  legal and agency fees  increased  $712,000,
vehicle  and  repairs  and  maintenance  expense  increased  $285,000  and rent,
utility,  travel and other general  office  expenses  increased  $726,000 as the
number of employees increased to 622 at September 30, 1999 from 608 at September
30, 1998. General and  administrative  expenses as a percentage of total revenue
was 7.0% for the nine months  ended  September  30, 1999 as compared to 6.7% for
the nine months ended September 30, 1998.


     Depreciation  and  Amortization.  Depreciation and amortization expense was
$1.7  million  for  the  nine  months  ended  September 30, 1999, representing a
$538,000,  or  44.9%,  increase  from  $1.2  million  for  the nine months ended
September  30,  1998. The increase was primarily due to the increase in goodwill
amortization  expense  of  $371,000  related to the acquisitions of Diamond Key,
Maxim  and  HomeBanc in 1998 and the increase in amortization expense related to
loan  fees  of $109,000.  The remaining increase was due to depreciation expense
related  to  furniture, fixtures and equipment purchased or acquired, due to the
Company's  growth.


                                       18
<PAGE>

     Interest Expense, Net. Interest expense, net, was $4.4 million for the nine
months ended September 30, 1999, representing a $3.1 million or 224.9%, increase
from $1.3 million for the nine months ended September 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 $3.5 million for the nine
months ended September 30, 1999, representing a $2.8 million, or 44.7%, decrease
from  $6.3  million for the nine months ended September 30, 1998.  Income before
provision  for  income  taxes  as a percentage of total revenue was 3.4% for the
nine  months  ended  September 30, 1999 as compared to 11.7% for the nine months
ended  September  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, sales of properties,
and  funds  available  from  external  sources  of  debt; including extension of
maturities  or obtaining new financing, and equity financing, together with cash
on  hand  at  September  30, 1999, will be sufficient to provide for its capital
requirements  for  at  least  the  next  12  months.  The  Company  is currently
exploring  alternative methods of financing and negotiating with various lenders
as  well as in the process of selling certain properties in order to raise cash.
There  can  be  no  assurance  that  the  Company  will  be  able to obtain such
financing.

     The Company has two loans  maturing  during the fourth  quarter of 1999;  a
$1.0 million loan  maturing on December 16, 1999 and a $846,000 loan maturing on
December 19, 1999. The Company  intends to pay in full the $1.0 million loan and
renew the $846,000 loan.

     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 September 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 outstanding balance at September 30,
1999  was  $6.4  million.  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.

     During the second quarter of 1999, the Company's  Executive Vice President,
Michele Pori, pledged 530,000 shares of Common Stock, or 6.9% of its outstanding
shares,  as collateral  for a $1.2 million  personal loan. Ms. Pori reloaned the
proceeds to the Company.  The note payable  bears  interest at 12% per annum and
matures on February 3, 2000. At September 30, 1999, the outstanding  balance was
$1.2 million.

     The two personal loans Mr. Saxton has outstanding and the personal loan Ms.
Pori  has  outstanding,  aggregating  $7.6  million,  are  currently  past their
maturity  date  of  September  3, 1999.  Although the principal amounts are past
due,  the  interest  payments  are current.  The Company is negotiating with the
lender to restructure the loans.  There is no guarantee that the Company will be
successful  in  doing  so.  The  lender,  to-date,  has  not issued a demand for
repayment  of  any  of  the  loans.

  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
borrowings  under  the line of credit and bears interest at one percent over the
lender's  prime rate in effect from time to time.  The agreement is also subject
to  certain financial covenants and restrictions.  The revolving working capital
line  for  $1.0  million is payable on November 30, 1999, the maturity date, and
the remainder is payable one year and one day following each advance.  These due
dates  range  from  December  1, 2000 to September 14, 2001.  As of December 31,
1998  and  September  30, 1999, the Company had outstanding indebtedness of $5.0
million and $8.9 million, respectively, and available borrowings of $5.0 million
and  $1.1  million,  respectively,  under  this  agreement.  The  $1.1  million
availability  is  for  land  acquisitions  only.

     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 9.75% at September 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 September 30, 1999,  the
Company had outstanding indebtedness of $1.9 million and available borrowings of
$3.1 million 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 September 30, 1999.


                                       19
<PAGE>

     Operating  Activities.  Net cash  used in  operating  activities  was $23.9
million for the nine months ended  September  30, 1999 compared to $21.4 million
for the nine months ended  September 30, 1998.  The increase in net cash used in
operating  activities was primarily due to a $29.6 million  increase in net cash
used for properties under development  related to single-family homes during the
nine months ended  September  30, 1999  compared to a $19.9 million net increase
during the nine months ended September 30, 1998. The number of home developments
under construction  increased to 27 for $74.6 million at September 30, 1999 from
10 for $28.9 million at September 30, 1998.


     Investing  Activities.  Net  cash provided by investing activities was $1.4
million  for  the nine months ended September 30, 1999 compared to net cash used
of  $8.1  million for the nine months ended September 30, 1998.  The decrease in
net  cash used 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
$10.1  million  on property acquisitions and improvements during the 1998 period
compared  to  $2.7  million  during  1999.  The  decrease  in  net  cash used in
investing  activities was also attributable to increased proceeds from the sales
of  commercial  properties  from  $4.9  million  during  the  nine  months ended
September  30,  1999 compared to $984,000 during the nine months ended September
30,  1998.  The  Company sold a retail center, a parcel of land, a warehouse and
the  operations  of  a  retail  store  during the 1999 period compared to only a
warehouse  and  a  commercial  center  during  the  comparable  1998  period.

     Financing  Activities.  Net cash provided by financing activities was $26.7
million for the nine months ended  September  30, 1999 compared to $29.9 million
for the nine months ended  September 30, 1998.  The decrease in cash provided by
financing  activities was primarily due to lower net borrowings of $27.0 million
during the nine months ended September 30, 1999 compared to $29.9 million during
the nine months ended September 30, 1998.


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

<TABLE>
<CAPTION>
                                     THREE MONTHS ENDED  NINE MONTHS ENDED
                                         SEPTEMBER 30,   SEPTEMBER 30,
                                         1998    1999    1998    1999
                                        ------  ------  ------  ------
<S>                                     <C>     <C>     <C>     <C>
Interest incurred:
 Residential . . . . . . . . . . . . .  $1,524  $2,071  $2,843  $6,521
 Commercial. . . . . . . . . . . . . .     674     554   1,813   1,764
                                        ------  ------  ------  ------
   Total incurred. . . . . . . . . . .  $2,198  $2,625  $4,656  $8,285
                                        ======  ======  ======  ======

Interest expensed:
 Residential . . . . . . . . . . . . .  $  146  $1,070  $  477  $3,728
 Commercial. . . . . . . . . . . . . .     579     477   1,634   1,503
                                        ------  ------  ------  ------
   Total expensed. . . . . . . . . . .  $  725  $1,547  $2,111  $5,231
                                        ======  ======  ======  ======

Interest capitalized at end of period:
 Residential . . . . . . . . . . . . .  $1,378  $1,001  $2,366  $2,793
 Commercial. . . . . . . . . . . . . .      95      77     179     261
                                        ------  ------  ------  ------
   Total interest capitalized. . . . .  $1,473  $1,078  $2,545  $3,054
                                        ======  ======  ======  ======
</TABLE>

     Properties  under  development and land held for future development or sale
increased  by  $21.5  million  from $80.8 million at December 31, 1998 to $102.3
million  at  September  30,  1999.


     The  Company  anticipates  that during the next  twelve  months,  portfolio
projects  already  in  development  will  cost  approximately  $518,000  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.


                                       20
<PAGE>
     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
September 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
ownership  has been legally transferred to the buyer. At September 30, 1999, the
Company  had  445  homes  in  backlog,  representing an aggregate sales value of
approximately  $48.6  million.  At September 30, 1998, the Company's backlog was
41  homes  representing  an  aggregate  sales  value  of  $4.5  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 September 30, 1999, the Company had backlog under its design-build
contracts  of approximately $18.0 million.  At September 30, 1998, the Company's
design-build  backlog  was  approximately  $35.8  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.

     Through September 30, 1999, the Company has completed a majority of its Y2K
resolution efforts on its business critical internal hardware and software.  The
Company  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.


                                       21
<PAGE>
     Given  the  information  known at this time about the Company's systems and
Y2K  issues,  coupled  with  the  Company's  ongoing,  normal course-of-business
efforts  to  upgrade  or  replace  business  critical  systems  and  software
applications  as  necessary, Y2K costs, the majority of which have been incurred
in  fiscal  1999.  Current Y2K expenditures have been approximately $72,000 thus
far  due  to  much  of the work performed by existing internal staff.  Estimated
remaining  costs  should  not  exceed  $10,000  -  $20,000.  These costs include
incremental  personnel costs, consulting costs and costs for the modification of
or  replacement  of  existing  hardware and software.  These costs have been and
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 may make provisions that would include the stockpiling of
construction  raw  materials,  automated  reports and the development of back-up
systems  as  an  alternative  to  computers  prior  to  December  31,  1999.

RISKS  AND  RELATED  FACTORS

          Liquidity.  The  two personal loans Mr. Saxton has outstanding and the
personal  loan Ms. Pori has outstanding, aggregating $7.6 million, are currently
past  their  maturity date of September 3, 1999.  Although the principal amounts
are  past  due,  the  interest payments are current.  The Company is negotiating
with  the  lender  to  restructure  the  loans.  There  is no guarantee that the
Company  will  be successful in doing so.  The lender, to-date, has not issued a
demand  for  repayment  of any of the loans.  The Company has two loans maturing
during  the fourth quarter of 1999; a $1.0 million loan maturing on December 16,
1999  and a $846,000 loan maturing on December 19, 1999.  The Company intends to
pay  in  full  the  $1.0  million  loan and renew the $846,000 loan.  Management
believes  that  cash  generated  from operations, sales of properties, and funds
available  from  external  sources of debt, including extension of maturities or
obtaining  new  financing,  and  equity financing, together with cash on hand at
September  30,  1999, will be sufficient to provide for its capital requirements
for at least the next 12 months.  The Company is currently exploring alternative
methods  of  financing  and  negotiating  with various lenders as well as in the
process  of  selling  certain  properties.   There  can be no assurance that the
Company  will  be  able  to  obtain  such  financing.

     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.


                                       22
<PAGE>
     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
$77.4  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  9.05%  per annum at
September  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.


                                       23
<PAGE>
ITEM  3.     QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  MARKET  RISK

     Reference  is  made  to  Part  II,  Item  7A, "Quantitative and Qualitative
Disclosures  About  Market  Risk," in the Company's Annual Report on Form 10-K/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 $52.9
million,  due  between 1999 and 2001 with annualized interest rates ranging from
8.75%  to  36.0%.


                                       24
<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

     None.

ITEM  5.  OTHER  INFORMATION

     None.

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

     Form  8-K,  dated  November 8, 1999, Item 5.  Other Events, Announcement of
termination  of  former  chief  financial  officer.


                                       25
<PAGE>
                                   SIGNATURES

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

                                   SAXTON  INCORPORATED

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


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


                                       26
<PAGE>
                                 INDEX TO EXHIBITS

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

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


                                       27
<PAGE>