SECURITIES AND EXCHANGE COMMISSION
                                
                    Washington, D. C.  20549
                                
                                
                            FORM 8-K
                                
                         CURRENT REPORT
                                
               PURSUANT TO SECTION 13 OR 15(d) OF
               THE SECURITIES EXCHANGE ACT OF 1934
                                
                 Date of Report: August 9, 1996
                                
                   Commission File No. 0-17069
                                
                                
                          Excal Enterprises, Inc.
     (Exact name of registrant as specified in its charter)
                                
                                
      Delaware                             59-2855398
(State or other jurisdiction of                   (I.R.S.
Employer Identification No.)
incorporation or organization)

    100 North Tampa Street, Suite 3575, Tampa, Florida  33602
            (Address of principal executive offices)
                                
                          (813) 224-0228
       Registrant's telephone number, including area code

Item 5.  Other Events.

Excal Enterprises, Inc. (the "Company") entered into Stock
Purchase Agreements with David J. Smith, Jonathan E. Humphreys,
Kyle K. Krueger, Apollo Capital Management Group, L.P., SEAF,
Ltd., and J. Steven Emerson to purchase an aggregate of 641,272
shares, or 13.7% of the CompanyOs outstanding common stock.  The
purchase price was $3.30 per share for an aggregate purchase
price of $2,116,198, payable in cash.

The shareholders with whom the Company entered into the Stock
Purchase Agreements had filed a Schedule 13D in which they
expressly affirmed their membership in a group (the "Smith
Group").  The Schedule 13D, as amended, stated, in part, that the
Smith Group has "had and may continue to have discussions with
third persons" and that the Smith Group has "requested that the
Company call a special meeting in lieu of the Annual Meeting of
Shareholders ... and the [Smith Group] may solicit proxies in
connection with such meeting to elect the [Smith GroupOs] own
nominees as directors of the Company at such meeting."

The Company believed that the Smith Group was comprised of more
individuals than disclosed in the Schedule 13D and had filed suit
against Mr. Smith seeking declaratory judgment that a "triggering
event"  had occurred under the CompanyOs Shareholder Rights Plan
and injunctive relief relating to the Smith GroupOs alleged
filing of a materially false and misleading Schedule 13D.  Mr.
Smith filed a counterclaim requesting the Court to compel the
Company to call a special meeting of the shareholders and
restrain the Company from implementing the Shareholder Rights
Plan.  In connection with the execution of the Stock Purchase
Agreements, the Company and Mr. Smith agreed to dismiss their
lawsuit and the members of the Smith Group agreed not to acquire
any shares of the CompanyOs stock for a period of two years.  The
Company also received an irrevocable proxy granting it the sole
and absolute right to vote the shares from the date of the Stock
Purchase Agreement until closing.  Closing is currently scheduled
for September 15, 1996.

Item  7(c).  Exhibits.

     None.


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 hereunto duly authorized.


                               EXCAL ENTERPRISES, INC.


Dated: August 9, 1996          By:  /S/ W. CAREY WEBB
                                    W. Carey Webb
                                    President and CEO
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SECURITIES AND EXCHANGE COMMISSION
                                
                    Washington, D. C.  20549
                                
                                
                            FORM 8-K
                                
                         CURRENT REPORT
                                
               PURSUANT TO SECTION 13 OR 15(d) OF
               THE SECURITIES EXCHANGE ACT OF 1934
                                
                 Date of Report: August 9, 1996
                                
                   Commission File No. 0-17069
                                
                                
                          Excal Enterprises, Inc.
     (Exact name of registrant as specified in its charter)
                                
                                
      Delaware                             59-2855398
(State or other jurisdiction of                   (I.R.S.
Employer Identification No.)
incorporation or organization)

    100 North Tampa Street, Suite 3575, Tampa, Florida  33602
            (Address of principal executive offices)
                                
                          (813) 224-0228
       Registrant's telephone number, including area code

Item 5.  Other Events.

Excal Enterprises, Inc. (the "Company") entered into Stock
Purchase Agreements with David J. Smith, Jonathan E. Humphreys,
Kyle K. Krueger, Apollo Capital Management Group, L.P., SEAF,
Ltd., and J. Steven Emerson to purchase an aggregate of 641,272
shares, or 13.7% of the CompanyOs outstanding common stock.  The
purchase price was $3.30 per share for an aggregate purchase
price of $2,116,198, payable in cash.

The shareholders with whom the Company entered into the Stock
Purchase Agreements had filed a Schedule 13D in which they
expressly affirmed their membership in a group (the "Smith
Group").  The Schedule 13D, as amended, stated, in part, that the
Smith Group has "had and may continue to have discussions with
third persons" and that the Smith Group has "requested that the
Company call a special meeting in lieu of the Annual Meeting of
Shareholders ... and the [Smith Group] may solicit proxies in
connection with such meeting to elect the [Smith GroupOs] own
nominees as directors of the Company at such meeting."

The Company believed that the Smith Group was comprised of more
individuals than disclosed in the Schedule 13D and had filed suit
against Mr. Smith seeking declaratory judgment that a "triggering
event"  had occurred under the CompanyOs Shareholder Rights Plan
and injunctive relief relating to the Smith GroupOs alleged
filing of a materially false and misleading Schedule 13D.  Mr.
Smith filed a counterclaim requesting the Court to compel the
Company to call a special meeting of the shareholders and
restrain the Company from implementing the Shareholder Rights
Plan.  In connection with the execution of the Stock Purchase
Agreements, the Company and Mr. Smith agreed to dismiss their
lawsuit and the members of the Smith Group agreed not to acquire
any shares of the CompanyOs stock for a period of two years.  The
Company also received an irrevocable proxy granting it the sole
and absolute right to vote the shares from the date of the Stock
Purchase Agreement until closing.  Closing is currently scheduled
for September 15, 1996.

Item  7(c).  Exhibits.

     None.

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 hereunto duly authorized.

                               EXCAL ENTERPRISES, INC.

Dated: August 9, 1996          By:  /S/ W. CAREY WEBB
                                    W. Carey Webb
                                    President and CEO