SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                           CURRENT REPORT ON FORM 8-K


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

                          Date of Report, June 24, 1999


                         Commission File Number: 0-20307

                       AVALON CORRECTIONAL SERVICES, INC.
                          (Exact name of Registrant as
                       specified in its corporate charter)



                Nevada                             13-3592263
        (State of Incorporation)          (I.R.S. Employer I.D. Number)


               13401 Railway Drive, Oklahoma City, Oklahoma 73114
                    (Address of Principal executive offices)

                                 (405) 752-8802
                           (Issuer's telephone number)












<PAGE>





ITEM 2.  Acquisition of Assets


     On June 9, 1999, Avalon Correctional  Services,  Inc. acquired The Villa at
Greeley, LLC. The Villa at Greeley is a private provider of residential services
and programs for community corrections offenders.  Avalon Correctional Services,
Inc. assumed management and began operating the facility effective June 1, 1999.
The  Villa  at  Greeley,  LLC  provides  services  to over 300  individuals  for
residential  services  and  also  provides  day  reporting  and  non-residential
services  to  over  560  offenders.  Avalon  Correctional  Services,  Inc.  also
purchased  the  buildings  and land in  Greeley,  Colorado  where  The  Villa at
Greeley,  LLC,  operates.  Under  the terms of the  agreement,  all  assets  and
liabilities existing at June 1, 1999 were excluded from the transaction with the
exception of the property, plant, equipment and contracts with various state and
local government agencies and legal rights. Avalon Correctional  Services,  Inc.
acquired the Villa at Greeley, LLC including all real estate and contract rights
for  approximately  $8,600,000.  The real estate was  acquired  from  University
Holdings,  LLC, a related party company having common  ownership as the Villa at
Greeley,  LLC. The Villa at Greeley,  LLC was acquired from the three  principal
member owners of the LLC. Each of the three principal member owners of the Villa
at Greeley,  LLC also own the same proportional  interest in University Holdings
LLC. Avalon financed  $8,461,000 of the purchase price through  Avalon's senior
line of credit.

        Audited  financial  statements  of the business  acquired,  The Villa at
Greeley,  LLC, are presented in Item 7 below.  Additionally,  unaudited proforma
combined financial statements are also provided in Item 7 below.


ITEM 7.  Financial Statements and Exhibits

a.      The audited  financial  statements of The Villa at Greeley,  LLC for the
        years ended December 31, 1996, 1997 and 1998.

b.      Pro forma combined financial statements of Avalon Correctional Services,
        Inc.  after the  purchase of The Villa at Greeley,  LLC, as of March 31,
        1999, and for the year ended December 31, 1998 and for the three months
        ending March 31, 1999.










                                     Page 1

<PAGE>



               AVALON CORRECTIONAL SERVICES, INC. AND SUBSIDIARIES
                                   SIGNATURES



               In  accordance  with the  requirements  of the Exchange  Act, the
registrant has caused this report to be signed on its behalf by the  undersigned
thereunto duly authorized.


Date:   June 24, 1999                 AVALON CORRECTIONAL SERVICES, INC.



                                            By:  \s\Jerry Sunderland
                                            ---------------------------
                                            Jerry Sunderland, President

































                                     Page 2
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{"company-data": {"conformed-name": "AVALON COMMUNITY SERVICES INC", "cik": "0000872202", "assigned-sic": "8744", "irs-number": "133592263", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-20307", "film-number": "99651521"}, "business-address": {"street1": "13401 RAILWAY DR", "street2": "P O BOX 57012", "city": "OKLAHOMA CITY", "state": "OK", "zip": "73114", "phone": "4057528802"}, "mail-address": {"street1": "P O BOX 57012", "city": "OKLAHOMA CITY", "state": "OK", "zip": "73157"}, "former-company": {"former-conformed-name": "AVALON ENTERPRISES INC", "date-changed": "19600201"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                           CURRENT REPORT ON FORM 8-K

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

                          Date of Report, June 24, 1999

                         Commission File Number: 0-20307

                       AVALON CORRECTIONAL SERVICES, INC.
                          (Exact name of Registrant as
                       specified in its corporate charter)

                Nevada                             13-3592263
        (State of Incorporation)          (I.R.S. Employer I.D. Number)

               13401 Railway Drive, Oklahoma City, Oklahoma 73114
                    (Address of Principal executive offices)

                                 (405) 752-8802
                           (Issuer's telephone number)
ITEM 2.  Acquisition of Assets

     On June 9, 1999, Avalon Correctional  Services,  Inc. acquired The Villa at
Greeley, LLC. The Villa at Greeley is a private provider of residential services
and programs for community corrections offenders.  Avalon Correctional Services,
Inc. assumed management and began operating the facility effective June 1, 1999.
The  Villa  at  Greeley,  LLC  provides  services  to over 300  individuals  for
residential  services  and  also  provides  day  reporting  and  non-residential
services  to  over  560  offenders.  Avalon  Correctional  Services,  Inc.  also
purchased  the  buildings  and land in  Greeley,  Colorado  where  The  Villa at
Greeley,  LLC,  operates.  Under  the terms of the  agreement,  all  assets  and
liabilities existing at June 1, 1999 were excluded from the transaction with the
exception of the property, plant, equipment and contracts with various state and
local government agencies and legal rights. Avalon Correctional  Services,  Inc.
acquired the Villa at Greeley, LLC including all real estate and contract rights
for  approximately  $8,600,000.  The real estate was  acquired  from  University
Holdings,  LLC, a related party company having common  ownership as the Villa at
Greeley,  LLC. The Villa at Greeley,  LLC was acquired from the three  principal
member owners of the LLC. Each of the three principal member owners of the Villa
at Greeley,  LLC also own the same proportional  interest in University Holdings
LLC. Avalon financed  $8,461,000 of the purchase price through  Avalon's senior
line of credit.

        Audited  financial  statements  of the business  acquired,  The Villa at
Greeley,  LLC, are presented in Item 7 below.  Additionally,  unaudited proforma
combined financial statements are also provided in Item 7 below.

ITEM 7.  Financial Statements and Exhibits

a.      The audited  financial  statements of The Villa at Greeley,  LLC for the
        years ended December 31, 1996, 1997 and 1998.

b.      Pro forma combined financial statements of Avalon Correctional Services,
        Inc.  after the  purchase of The Villa at Greeley,  LLC, as of March 31,
        1999, and for the year ended December 31, 1998 and for the three months
        ending March 31, 1999.

                                     Page 1
AVALON CORRECTIONAL SERVICES, INC. AND SUBSIDIARIES
                                   SIGNATURES

               In  accordance  with the  requirements  of the Exchange  Act, the
registrant has caused this report to be signed on its behalf by the  undersigned
thereunto duly authorized.

Date:   June 24, 1999                 AVALON CORRECTIONAL SERVICES, INC.

                                            By:  \s\Jerry Sunderland
                                            ---------------------------
                                            Jerry Sunderland, President

                                     Page 2