HOLIDAY GULF HOMES INC
10-Q, 1997-08-11
LAND SUBDIVIDERS & DEVELOPERS (NO CEMETERIES)
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<PAGE>
                                UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549-1004


                                 FORM 10-Q


Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange
Act of 1934


For the Quarterly Period Ended June 30, 1997 

Commission File Number 0-7205

                           HOLIDAY-GULF HOMES, INC.                         
           (Exact name of registrant as specified in its charter)


           Minnesota                                 41-0916277             
(State or other jurisdiction of                 (I.R.S. Employer 
incorporation or organization)                   Identification No.)


4804 Mile Stretch Drive, Holiday, Florida                     34690     
 (Address of principal executive office)                    (Zip Code)

Registrant's telephone number, including area code      (813)  937-3293    


Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.

          YES          X                    NO                     

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of June 30, 1997.

Common Stock, $.01 Par Value - 1,903,853 shares as of June 30, 1997.









<PAGE>
                                    INDEX

                  HOLIDAY-GULF HOMES, INC. AND SUBSIDIARIES


                                                                        PAGE
PART 1. - FINANCIAL INFORMATION                                        NUMBER

Item 1. Financial Statements: (Unaudited)

        Consolidated Balance Sheets - June 30, 1997
          and December 31, 1996........................................  3-4

        Consolidated Statements of Operations - For the three
          months ended June 30, 1997 and 1996 and for the six
          months ended June 30, 1997 and 1996..........................  5-6

        Consolidated Statements of Shareholders'
          Equity - For the year ended December 31,
          1996 and the six months ended June 30, 1997..................    7

        Consolidated Statements of Cash Flows -  For
          the six months ended June 30, 1997
          and June 30, 1996....... ....................................    8

        Notes to Consolidated Financial Statements..................... 9-13

        Accountants' Report............................................   14


Item 2. Management's Discussion and Analysis of Financial
          Condition and Results of Operations..........................15-16


PART II. - OTHER INFORMATION

Item 1.   Legal Proceedings                                               17

Item 2.   Changes in Securities                                           17

Item 3.   Defaults upon Senior Securities                                 17

Item 4.   Submission of Matters to a Vote of Security Holders             17

Item 5.   Other Information                                            17-18

Item 6.   Exhibits and Reports on Form 8-K                                18


SIGNATURES                                                                19


<TABLE>
                               PART 1. FINANCIAL INFORMATION

                         HOLIDAY-GULF HOMES, INC. AND SUBSIDIARIES
                                CONSOLIDATED BALANCE SHEETS

<CAPTION>
                                                                June 30,     December 31,  
                                                                 1997            1996      
                                                             (Unaudited)       (Audited)
<S>                                                         <C>               <C>
  
ASSETS

WATER, PLANT AND EQUIPMENT
  Water Plant & Equipment, at Original Costs                $    299,418      $   292,991
  Less:  Accumulated Depreciation                               (230,389)        (226,837)
                                                            ------------      -----------
Net Water Plant & Equipment                                 $     69,029      $    66,154
                                                            ------------      -----------

OTHER PROPERTY AND INVESTMENTS 
  Non-Utility Property, less Accumulated
    Depreciation of $47,825 in 1997 and 
    $45,999 in 1996                                         $     26,039      $    26,884
                                                            ------------      -----------
Net Other Property & Investments                            $     26,039      $    26,884
                                                            ------------      -----------

CURRENT ASSETS     
  Cash and Certificates of Deposit                          $    101,783      $   168,031
  Accounts Receivable                                              3,451            5,932
  Prepaids                                                           946            3,038
  Other Receivables                                                3,345            3,715
                                                            ------------      -----------
Total Current Assets                                        $    109,525      $   180,716
                                                            ------------      -----------

OTHER ASSETS                       
  Deposits                                                  $      2,035      $     2,035
                                                            ------------      -----------
Total Other Assets                                          $      2,035      $     2,035
                                                            ------------      -----------

TOTAL ASSETS                                                $    206,628      $   275,789
                                                            ============      ===========

<FN>
                      See accompanying notes and accountants' report.
</FN>
</TABLE>


<TABLE>
                         HOLIDAY-GULF HOMES, INC. AND SUBSIDIARIES
                                CONSOLIDATED BALANCE SHEETS
<CAPTION>

                                                                                          
                                                                  June 30,    December 31, 
                                                                   1997           1996     
                                                               (Unaudited)      (Audited)
<S>                                                         <C>              <C>   

SHAREHOLDERS' EQUITY AND LIABILITIES

SHAREHOLDERS' EQUITY

  Capital Stock, 5,000,000 shares authorized
    and 1,903,853  shares issued  and
    outstanding in 1997 and 1996                            $     19,039      $    19,039
  Paid-In-Capital                                                154,959          225,774
  Retained Earnings (of which $10,102 as of
    June 30, 1997 and December 31, 1996
    was appropriated for unclaimed 1995, 1993
    1990, 1989 and 1988 dividends)                                10,206           10,206 
                                                            ------------      -----------
Total Capital Stock and Retained Earnings                   $    184,204      $   255,019
                                                            ------------      -----------

  CIAC, less Accumulated Amortization of            
    $166 in 1997 and $124 in 1996                           $      1,159      $     1,201
                                                            ------------      -----------
Total Capitalization                                        $    185,363      $   256,220
                                                            ------------      -----------


CURRENT LIABILITIES
                                                                                           
  Accounts Payable                                          $     16,667      $    16,770
  Accrued Liabilities                                              1,250            1,250
  Deferred Income                                                  3,348            1,549
                                                            ------------      -----------
Total Current Liabilities                                   $     21,265      $    19,569
                                                            ------------      -----------

TOTAL CAPITAL AND LIABILITIES                               $    206,628      $   275,789
                                                            ============      ===========

    
<FN>
                      See accompanying notes and accountants' report.
</FN>
</TABLE>


<TABLE>
                         HOLIDAY-GULF HOMES, INC. AND SUBSIDIARIES
                           CONSOLIDATED STATEMENTS OF OPERATIONS
<CAPTION>
                                   For the three months ended     For the six months ended
                                             June 30,                      June 30,          
                                       1997          1996             1997          1996     
                                           (Unaudited)                    (Unaudited)
<S>                                <C>            <C>             <C>           <C>
                                           
OPERATING REVENUES
 Water                             $    35,540    $    33,847     $    69,324   $  66,290    
 Garbage                                26,967         29,792          53,222      57,073    
 Streetlights                            8,763          9,643          17,314      18,510    
 Transfer & Reconnect Fees                 526            435             856         930    
                                   -----------    -----------     -----------   ---------
Total Operating Revenues           $    71,796    $    73,717     $   140,716   $ 142,803    
                                   -----------    -----------     -----------   ---------
COST OF SALES
 Garbage                           $    20,920    $    20,920     $    41,840   $  41,840    
 Electric                                1,510          1,496           3,039       2,843    
 Streetlights                            3,634          3,592           7,259       7,174    
 Other Costs                             6,660          8,564          15,459      17,611    
                                   -----------    -----------     -----------   ---------
Total Cost of Sales                $    32,724    $    34,572     $    67,597   $  69,468    
                                   -----------    -----------     -----------   ---------
Gross Profit                       $    39,072    $    39,145     $    73,119   $  73,335    
        
OPERATING EXPENSES
 Depreciation & Amortization       $     1,913    $     1,904     $     3,827   $   3,807    
 General & Administration               19,534         19,605          47,469      46,148    
                                   -----------    -----------     -----------   ---------
Total Operating Expenses           $    21,447    $    21,509     $    51,296   $  49,955    
                                   -----------    -----------     -----------   ---------
Operating Income                   $    17,625    $    17,636     $    21,823   $  23,380   

OTHER INCOME  
  Rental and late fees             $     9,209    $     8,898     $    18,424   $  17,795
  Interest                                 528            978           1,192       1,937
                                   -----------    -----------     -----------   ---------
Total Other Income                 $     9,737    $     9,876     $    19,616   $  19,732
                                   -----------    -----------     -----------   ---------
OTHER OPERATING EXPENSES
  General and Administrative       $     6,738    $     9,787     $    15,554   $  18,164
  Depreciation                             754            765           1,508       1,530
                                   -----------    -----------     -----------   ---------
Total Other Operating Expenses     $     7,492    $    10,552     $    17,062   $  19,694
                                   -----------    -----------     -----------   ---------
<FN>
                       See Accompanying notes and accountants' report.
</FN>


                         HOLIDAY-GULF HOMES, INC. AND SUBSIDIARIES
                           CONSOLIDATED STATEMENTS OF OPERATIONS

                                   For the three months ended      For the six months ended  
                                             June 30,                       June 30,         
                                       1997            1996            1997           1996   
                                           (Unaudited)                     (Unaudited)


Other Net Income, on Non-Utility   $     2,245    $      (676)    $     2,554    $      38
                                   -----------    -----------     -----------    ---------
Net Income Before Income
Taxes and Extraordinary Items      $    19,870    $    16,960     $    24,377    $  23,418
                                   -----------    -----------     -----------    ---------
PROVISION FOR INCOME TAXES

  Current                          $     3,905    $     3,520     $     5,013    $   5,015
                                   -----------    -----------     -----------    ---------
Total Provision for Income  
  Taxes                            $     3,905    $     3,520     $     5,013    $   5,015
                                   -----------    -----------     -----------    ---------
                       
Net Income Before Extraordinary
  Items                            $    15,965    $    13,440     $    19,364    $  18,403 

Extraordinary Items From  
  Utilization of Operating   
  Loss Carryforward                      3,905          3,520           5,013        5,015
                                   -----------    -----------     -----------    ---------
NET INCOME                         $    19,870    $    16,960     $    24,377    $  23,418 
                                   ===========    ===========     ===========    =========

EARNINGS PER SHARE

Net Income Before Extraordinary
  Items                            $      .008    $      .007     $      .010    $    .010
 
Extraordinary Items -Utilization
  of Operating Loss Carryforward   $      .002    $      .002     $      .003    $    .003 
                                   -----------    -----------     -----------    ---------
  
NET EARNINGS PER SHARE             $      .010    $      .009     $      .013    $    .013 
                                   ===========    ===========     ===========    =========





<FN>
                      See accompanying notes and accountants' report.
</FN>
</TABLE>

<TABLE>        
                         HOLIDAY-GULF HOMES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
              FOR THE YEAR ENDED DECEMBER 31, 1996 AND THE SIX MONTHS ENDED
                                      JUNE 30, 1997
<CAPTION>          
                                                              
                                                  APPROPRIATED  UNAPPROPRIATED    TOTAL
                    COMMON STOCK        CAPITAL     RETAINED       RETAINED    SHAREHOLDERS'
                  SHARES      AMOUNT    SURPLUS     EARNINGS       EARNINGS       EQUITY    
<S>               <C>        <C>         <C>        <C>           <C>          <C>

December 31, 1995
  (Audited)       1,903,853  $   19,039  $ 225,774  $    7,882    $  (58,006)  $ 194,689
                  ---------  ----------  ---------  ----------    ----------   ---------

Return of Unclaimed
  1995 Dividends       -           -          -          2,220          -          2,220 

Net Income             -           -          -           -           58,110      58,110
                  ---------  ----------  ---------  ----------    ----------   --------- 

December 31, 1996
  (Audited)       1,903,853  $   19,039  $ 225,774  $   10,102    $      104   $ 255,019
                  ---------  ----------  ---------  ----------    ----------   ---------
Payment of 1997
  Dividends            -           -       (70,815)       -          (24,377)    (95,192)

Net Income 
  (Unaudited)          -           -          -           -           24,377      24,377
                  ---------  ----------  ---------  ----------     ---------   ---------
June 30, 1997   
  (Unaudited)     1,903,853  $   19,039  $ 154,959  $   10,102     $     104   $ 184,204
                  =========  ==========  =========  ==========     =========   =========













<FN>
                      See accompanying notes and accountants' report.
</FN>
</TABLE>


<TABLE>
                         HOLIDAY-GULF HOMES, INC. AND SUBSIDIARIES
                           CONSOLIDATED STATEMENTS OF CASH FLOWS

<CAPTION>
                                                            For the six months ended
                                                                      June 30,       
                                                               1997            1996          
                                                                    (Unaudited)
<S>                                                         <C>             <C>

Cash flows from operating activities 
  Net Income                                                $   24,377      $   23,418       
Adjustments to reconcile net income to net cash                    
  provided by operating activities:
    Depreciation and Amortization                                5,336           5,337
Change in assets and liabilities
  (Increase) decrease in
    Other Receivables                                              370            (520)      
    Accounts Receivable                                          2,481            (767)
    Prepaid Assets                                               2,092           2,009
  Increase (decrease) in
    Accounts Payable                                              (103)            289 
    Accrued Expenses                                              -                 55       
    Deferred Income                                              1,799            (533)
                                                            ----------      ----------       
Net cash provided by operating activities                   $   36,352      $   29,288
                                                            ----------      ----------       
            
Cash flows from investing activities
  Capital Expenditures                                      $   (7,408)     $   (4,159)
                                                            ----------      ----------       
Net cash used in investing activities                       $   (7,408)     $   (4,159)      
                                                            ----------      ----------
Cash flows from financing activities
  Payment of Dividends                                      $  (95,192)     $     -    
                                                            ----------      ----------
Net cash used in financing activities                       $  (95,192)     $     -    
                                                            ----------      ----------
Net increase (decrease) in cash                             $  (66,248)     $   25,129       
          
Cash at beginning of period                                    168,031         110,669       
                                                            ----------      ----------       
Cash at end of period                                       $  101,783      $  135,798       
                                                            ==========      ==========       
Supplementary Disclosures of Cash Flow Information
    Interest Paid                                           $    -0-        $     -0-
    Income Tax Paid                                         $    -0-        $     -0-
<FN>
                      See accompanying notes and accountant's report.
</FN>
</TABLE>
<PAGE>
                  HOLIDAY-GULF HOMES, INC. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(1) - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Principles of Consolidation--

      The accompanying consolidated financial statements include the accounts
of the Company and its wholly owned subsidiaries.  All significant
intercompany balances and transactions have been eliminated in consolidation.

Basis of Presentation--

      The accompanying unaudited consolidated financial statements have been
prepared in accordance  with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X.  Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements.  In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for
a fair presentation have been included.  Operating results for the six month
period ended June 30, 1997 are not necessarily indicative of the results that
may be expected for the year ended December 31, 1997.  For further
information, refer to the consolidated financial statements and footnotes
thereto included in the Company's annual report on Form 10-K for the year
ended December 31, 1996.

Recognition of Income from Utility Operations--

      The majority of the Company's revenues are generated by two Utility
Companies.  These Companies recognize revenues on a monthly basis.  The use
is based on actual meter readings by an outside independent contractor.  The
independent contractor also provides services for other utility company's in
the area.  The independent contractors fees are based on a set amount per
customer plus any additional repairs.

Depreciation--

      Depreciation included in the accompanying financial statements has been
provided by the straight-line method at rates calculated to amortize the cost
of the assets over their estimated useful lives as follows:

                                                                 YEARS
         Utility Plant and Equipment                            5 - 40
         Building and Improvements                              5 - 30

      Maintenance and repairs of property and equipment are charged to expense
as incurred, whereas renewals and betterments are capitalized.  When
properties are replaced, retired, or otherwise disposed of, the cost and
related accumulated depreciation are removed from the accounts.  Any gain or
loss is credited or charged to operations in the year of disposal.

<PAGE>
                   HOLIDAY-GULF HOMES, INC. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(1) - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, CONTINUED:

Amortization--

      The Contribution in Aide of Construction (CIAC) costs are being
amortized over a period of sixteen years using the straight-line method.

      CIAC represents $1,325 received in 1995 from a utility customer to help
pay for the cost of the new asset.

Cash--

      For the purpose of the statement of cash flows, cash includes cash on
hand, cash in checking and money market accounts, and Certificates of Deposit.

Income Taxes--

      The Company and its subsidiaries file consolidated Federal and State
Income Tax Returns.

      Effective January 1, 1993, the Company adopted Statement of Financial
Accounting Standards No. 109 "Accounting for Income Taxes" (FAS 109).  Under
the provisions of FAS 109, an entity recognizes deferred tax assets and
liabilities for future tax consequences of events that have been previously
recognized in the Company's financial statements or tax returns.  The
measurement of deferred tax assets and liabilities is based on provisions of
the enacted tax law; the effect of the future changes in tax laws or rates are
not considered.
 
Earnings Per Share--

      Earnings per share of Common Stock is computed based upon weighted
average number of shares outstanding for the period (1,903,853 shares in 1996
and for the first six months of 1997).

(2) - LONG-TERM DEBT:

      There was no debt as of June 30, 1997 or December 31, 1996.

(3) - STOCK OPTION PLAN:

      The Company has adopted a qualified stock option plan whereby options
may be granted  to key employees to purchase a maximum 50,000 shares of the
Company's common stock at not less than 10% of the fair market value of the
shares at date of grant.  The options are exercisable in installments of not
more than 20%  of the shares covered thereby during any one-year period,
subject to the right of cumulation.  The options expire five years from the
date of grant.  No options have been granted under this plan.

<PAGE>
                   HOLIDAY-GULF HOMES, INC. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)



(4) - PROPERTY AND EQUIPMENT:

      The property and equipment accounts consisted of the following at June
30, 1997 and December 31, 1996:
                                               June 30,         December 31,
                                                 1997               1996    

      Land, Buildings, Office Equipment    
        and Furniture                        $     73,864       $    72,883
      Utility Plant and Equipment                 299,418           292,991
                                             ------------       -----------
         Total Property and Equipment        $    373,282       $   365,874

      Less: Accumulated Depreciation             (278,214)         (272,836)
                                             ------------       -----------
         Net Property and Equipment          $     95,068       $    93,038
                                             ============       ===========

(5) - RELATED PARTY TRANSACTIONS:

      There were no related party transactions during the six months ended
June 30, 1997 and 1996.

(6) - LEASE:

      The Company is leasing office space in Knollwood Plaza under a three-
year lease expiring in October, 1999.  The lease is $450 per month.

         The following is a schedule of future minimum lease payments:

            December 31, 1997       $  2,700
            December 31, 1998          5,400
            December 31, 1999          4,500
                                    --------
                    Total           $ 12,600
                                    ========











<PAGE>
                   HOLIDAY-GULF HOMES, INC. AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


(7) - INCOME TAXES:
   
         Pretax income from continuing operations for the six months ended
June 30, 1997 and for the year ended December 31, 1996 was as follows:

                                    June 30,             December 31,
                                      1997                   1996    

                                   $  24,377             $     58,110

         Significant components of the provision for income taxes attributable
to continuing operations for the six months ended June 30, 1997 and for the
year ended December 31, 1996 are as follows:

                                    June 30,             December 31,  
                                      1997                   1996    

         Current:
           Federal                 $   3,821             $      9,040
           State                       1,192                    2,978
                                   ---------             ------------
         Total Current             $   5,013             $     12,018

         Deferred:
           Federal                      -                        -
           State                        -                        -
                                   ---------             ------------
         Total Provision           $   5,013             $     12,018
                                   =========             ============

         There are no deferred tax assets and liabilities as of June 30, 1997
and December 31, 1996, due to management not expecting to realize any
reduction of taxes when the operating losses originated in 1983 and 1984.

        













<PAGE>
                 HOLIDAY-GULF HOMES, INC. AND SUBSIDIARIES
          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(7) - INCOME TAXES, CONTINUED:

         The reconciliation of income tax computed at the U.S. federal
statutory tax rates (34%) to income tax expense for the six months ended June
30, 1997 and the year ended December 31, 1996 is:

                              June 30, 1997            December 31, 1996

                         AMOUNT         PERCENT      AMOUNT        PERCENT

Tax at U.S.
  Statutory Rates      $  8,288          34.00      $ 19,757         34.00
Surtax exemption         (4,841)        (19.86)      (10,055)       (17.30)
State income tax-
  net of federal                
  tax benefits              787           3.23         1,966          3.38
Non-deductible
  expenses                  779           3.19           350           .60
                       --------         ------      --------        ------
                       $  5,013          20.56      $ 12,018         20.68
                       ========         ======      ========        ======


Operating Loss Carryforwards--

         The Company has loss carryforwards at December 31, 1996 totaling
$302,152 that may be offset against future taxable income.  If not used, the
carryforward will expire as follows:

                       Year                    Year
                    Originated                Expired

                       1983                    1998         $  102,843
                       1984                    1999            171,592
                       1991                    2006             27,717
                                                            ----------
                                                            $  302,152
                                                            ==========









                          

<PAGE>
<REVIEW-REPORT>







ACCOUNTANTS' REPORT           
To the Board of Directors
Holiday Gulf Homes, Inc. and Subsidiaries
Holiday, Florida


      We have reviewed the accompanying consolidated condensed balance sheet
of Holiday Gulf Homes, Inc. (a Minnesota corporation)  and subsidiaries as of
June 30, 1997, and the related consolidated condensed statements of operations
for the three-month and six-month periods ended June 30, 1997 and 1996, and
the consolidated condensed statements of shareholders' equity for the period
ended June 30, 1997, and the consolidated condensed statement of cash flows
for the six-month periods ended June 30, 1997 and 1996.  These consolidated
condensed financial statements are the responsibility of the management of
Holiday Gulf Homes, Inc.

      We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants.  A review of interim
financial information consists principally of applying analytical procedures
to financial data and making inquiries of persons responsible for financial
and accounting matters.  It is substantially less in scope than an audit
conducted in accordance with generally accepted auditing standards, the
objective of which is the expression of an opinion regarding the consolidated
condensed financial statements taken as a whole.  Accordingly, we do not
express such an opinion.

      Based on our review, we are not aware of any material modifications that
should be made to the accompanying June 30, 1997 consolidated condensed
financial statements for them to be in conformity with generally accepted
accounting principles.

      The financial statements for the year ended December 31, 1996, were
audited by us, and we expressed an unqualified opinion on them in our report
dated January 8, 1997, but we have not performed any auditing procedures since
that date.

                                          ARNOLD AND CO., P.A.



Ocala, Florida               
  July 8, 1997
</REVIEW-REPORT>


<PAGE>

                         HOLIDAY GULF HOMES, INC. AND SUBSIDIARIES

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

RESULTS OF OPERATIONS:

       Utility operating revenues decreased 2.68% in the second quarter of
1997 to $71,796 down $1,921 over the second quarter of 1996.  For the first
six months  utility operating revenues of $140,716 were $2,087 or 1.48% lower
than the same period in 1996.  The decrease in revenues for the second quarter
and year to date, are due primarily to a decline in garbage and streetlight
usage.

       The gross profit percentages for the second quarter and year to date
of 1997 compared to the same periods of the prior year were maintained due to
the stability in the number of customers.

       General and administrative expenses have increased as a percentage of
utility revenues due to insurance, office supplies and stock agent fees. 
General and administrative expenses as a percentage of utility revenues were
approximately 27.21% and 33.73% for the three and six month periods ended June
30, 1997 as compared to 26.59% and 32.32% for the comparable periods of 1996.

       Income from other operations decreased 1.43% in the second quarter of
1997 to $9,737, down $139 over the second quarter of 1996.  For the first six
months income from other operations of $19,616 was $116, or .59% lower than
the same period in 1996.  The decrease in revenues is due primarily to a
decrease in interest earned.

       General and administrative expenses from other operations have
decreased as a percentage of income from other operations due to office
complex warehouse expenses for repairs and maintenance and electric. General
and administrative expenses from other operations as a percentage of income
from other operations were approximately 69.20% and  79.29% for the three and
six month periods ended June 30, 1997 as compared to  99.10% and 92.05%  for
the comparable periods of 1996.

       Net income increased 17.16% in the second quarter of 1997 to $19,870
up $2,910 over the second quarter of 1996.  For the first six months, net
income of $24,377 was $959 or 4.10% higher than the same period in 1996.  The
increase in net income in the second quarter and year to date, are due
primarily to the decrease in general and administrative expenses of the non-
utility operations. 







                                  

<PAGE>
                 HOLIDAY GULF HOMES, INC. AND SUBSIDIARIES

Item 2.   Management's Discussion and Analysis of Financial Condition and
             Results of Operations, Continued:

LIQUIDITY AND SOURCES OF CAPITAL:

       The Company does not anticipate any material capital expenditures in
the near future for the utility companies, therefore, there should not be any
liquidity problem.









































<PAGE>
                         PART II. OTHER INFORMATION
                  HOLIDAY-GULF HOMES, INC. AND SUBSIDIARIES

Item 1.  Legal Proceedings.

           There were no reportable events for the quarter ended June 30, 1997 
nor have there been any material developments during the quarter.

Item 2.  Changes in Securities.

           The rights of the holders of registered securities have not been
materially modified, limited or qualified by the issuance or modification of
any class of securities.

           There are no working capital  restrictions or other limitations
upon payment of dividends.

Item 3.  Defaults upon Senior Securities.

           There have been no defaults in the payment of principal, interest
or any other material liabilities.

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

       (a)  Annual Meeting of stockholders was held on June 28, 1997.

       (b)  Elected directors and executive officers were:
 
              Linda Emerick     - President and Director
              Thomas L. Burkett - Vice President and Director
              Ronnie L. Mohr    - Secretary and Director
              Eileen Falla      - Treasurer

       (c)  Other matters voted upon and the number of affirmative votes and
negative votes cast with respect to each such matter. 

              None

Item 5.  Other Information.

           The Company declared and distributed a dividend of $.05 per share
in October, 1989.  The declared dividend required the use of $95,192 cash.

           The Company declared and distributed a dividend of $.05 per share
in December, 1990.  The declared dividend required the use of $95,193 cash.

           The Company declared and distributed a dividend of $.05 per share
in April, 1993.  The declared dividend required the use of $95,192 cash.    
   
           The Company declared and distributed a dividend of $.05 per share
in April, 1995.  The declared dividend required the use of $95,192 cash.

<PAGE>
                   PART II.  OTHER INFORMATION, CONTINUED
                  HOLIDAY-GULF HOMES, INC. AND SUBSIDIARIES

Item 5.   Other Information, Continued.

            The Company declared and distributed a dividend of $.05 per share
in January, 1997.  The declared dividend required the use of $95,192 cash.


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

                                                DESCRIPTION
       (a)  Exhibits                              Ex-27

       (b)  Report on Form 8-K                    None





































<PAGE>
                                 SIGNATURES
                  HOLIDAY-GULF HOMES, INC. AND SUBSIDIARIES


      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.

 
HOLIDAY-GULF HOMES, INC.                                                   
(Regis11trant)


DATE: ___AUGUST 11, 1997__________    ___________________________________
                                      LINDA EMERICK, PRESIDENT -
                                      PRINCIPAL FINANCIAL OFFICER







































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