As filed with the Securities and Exchange Commission on June 28, 1999

                                                 Registration No.  33-______



                     SECURITIES AND EXCHANGE COMMISSION

                                  FORM S-8

           REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                           EXCAL ENTERPRISES, INC.
           (Exact Name of registrant as specified in its charter)


          Delaware                              59-2855398
----------------------------                ------------------
(State or other jurisdiction                (I.R.S.  Employer
       of incorporation)                    Identification No.)

           100 N.  Tampa Street, Suite 3575, Tampa, Florida 33602
           ------------------------------------------------------
             (Address of principal executive offices) (zip code)

                  Nonqualified Stock Options Issuable Under
           Various Agreements between Excal Enterprises, Inc. and
                 R.  Park Newton, III and Timothy R.  Barnes
                            (Full Title of Plan)


                               W.  Carey Webb
                    President and Chief Executive Officer
                           Excal Enterprises, Inc.
                      100 N.  Tampa Street, Suite 3575
                            Tampa, Florida 33602
                               (813) 224-0228

                                  Copy to:
                               Linda Y.  Kelso
                               Julia B.  Davis
                               Foley & Lardner
                              200 Laura Street
                        Jacksonville, Florida  32202
                               (904) 359-2000
 -----------------------------------------------------------------------------
(Name, address and telephone number, including area code, of agent for service)


----------------------------------------------------------------------------
                       Calculation of Registration Fee
----------------------------------------------------------------------------
Title of Each Class   Amount to be     Proposed      Proposed     Amount of
of Securities to be    Registered       Maximum       Maximum   Registration
     Registered                     Offering Price   Aggregate       Fee
                                       Per Share     Offering
                                                       Price
-------------------   ------------  --------------  ----------  ------------
Common Stock           127,997(1)   $4.87500       $  623,986        $173.47
($0.001 par value)
Common Stock           183,355(1)   $2.93750       $  538,606        $149.73
($0.001 par value)
Common Stock           353,514(2)   $3.09375(3)    $1,093,684(3)     $304.04
($0.001 par value)

(1) Plus an indeterminate number of shares which may be issued as a result
    of anti-dilution provisions contained in the Plans.  This total represents
    (i) 127,997 shares subject to outstanding options having an exercise price
    of $4.875 and (ii) 183,355 shares issuable under outstanding options having
    an exercise price of $2.9375.
(2) Shares registered for resale hereunder.
(3) Pursuant to Rule 457(h) under the Securities Act of 1933, as amended,
    the amounts shown have been estimated, and the registration fee has been
    calculated using $3.09375 per share, the average of the closing bid and
    asked prices of the registrant's common stock in the over the counter
    market as reported by the National Quotation Bureau, Inc. on June 23, 1999.

                           ______________________


                              EXPLANATORY NOTE

     This   Registration  Statement  includes  a  Prospectus,  prepared   in
accordance  with the requirements of Part I of Form S-3, which, pursuant  to
General  Instruction C of Form S-8, may be delivered in connection with  the
offer  and  sale of "restricted securities" which are defined as  securities
issued  under  any  employee  benefit plan of  the  Registrant  meeting  the
definition  of "restricted securities" in Rule 405 under the Securities  Act
of 1933, as amended (the "Securities  Act").


                           ______________________



PART I.   INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The  document(s) containing information specified in  Part  I  of  this
Registration Statement on Form S-8 (the "Registration Statement") have  been
or  will  be sent or given to participants in the Plan as specified in  Rule
428(b)(1)  promulgated  by  the  Securities  and  Exchange  Commission  (the
"Commission")  under  the Securities Act.  Such document(s)  are  not  being
filed  with the Commission but constitute (along with documents incorporated
by  reference into this Registration Statement pursuant to Item 3 of Part II
hereof)  a  prospectus that meets the requirements of Section 10(a)  of  the
Securities Act.



REOFFER PROSPECTUS

                       353,514 shares of Common Stock
                              ($.001 par value)

                           EXCAL ENTERPRISES, INC.
                       100 N. Tampa Street, Suite 3575
                            Tampa, Florida 33602
                               (813) 224-0228


The selling stockholders -
   o    May periodically sell any or all of their shares of Common Stock up to
        353,514 shares;
   o    Will determine the number, the price and the terms when sold; and
   o    Will receive all proceeds from the sale.

The Shares -
   o    Have been acquired under option agreements and warrant agreements
        between Excal and the selling stockholders as compensation to Mr.
        Newton for services provided as an officer and director; and
   o    Are "restricted securities" as defined in General Instruction C to
        Form S-8 Registration Statement under the Securities Act;
   o    May be offered and sold from time to time in any manner permitted by
        law.

The Sales -
   o    May be made through brokers or to dealers, who are expected to
        receive customary commissions or discounts.

     Prices  for  the  Common Stock are reported by  the  National
          Quotation Bureau, Inc. under the symbol "EXCL."

     See "Risks  and Uncertainties" on page 4 for a discussion  of
          information  you  should carefully consider  before  you
          invest.

     NEITHER  THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
          SECURITIES  COMMISSION HAS APPROVED  OR  DISAPPROVED  OF
          THESE  SHARES  OR  DETERMINED  IF  THIS  PROSPECTUS   IS
          TRUTHFUL  OR  COMPLETE.   ANY  REPRESENTATION   TO   THE
          CONTRARY IS A CRIMINAL OFFENSE.


                                June 28, 1999
                              TABLE OF CONTENTS

Where You Can Find More Information                             2
The Company                                                     3
Risks and Uncertainties                                         4
Selling Stockholders                                            6
Plan of Distribution                                            7
Indemnification of Directors and Officers                      10

                          ________________________

                     WHERE YOU CAN FIND MORE INFORMATION

     We file annual, quarterly and special reports, proxy statements and
other information with the SEC.  You may read and copy any document we have
on file at the SEC's public reference rooms in Washington, D.C., New York,
New York and Chicago, Illinois.  Please call the SEC at 1-800-SEC-0300 for
further information about the public reference rooms.  Our SEC filings are
also available to the public at the SEC's web site at http://www.sec.gov.

                 DOCUMENTS WE ARE INCORPORATING BY REFERENCE

     The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents.  The information incorporated by reference
is considered to be part of this prospectus, and later information filed
with the SEC will update and supersede this information.  We incorporate by
reference the documents listed below and any future filings made with the
SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934 until our offering is completed:

  (a)  Our Annual Report on Form 10-KSB for the year ended June 30, 1998,
       filed September 28, 1998;

  (b)  Our Quarterly Reports on Form 10-QSB for the quarters ended
       September 30, 1998 and December 31, 1998, filed on November 16, 1998
       and February 22, 1999, respectively;
  (c)  Our Current Report on Form 8-K filed March 22, 1999;
  (d)  The description of our common stock which we have included in our
       registration statement on Form 8-A (No. 0-17069), including any
       amendments or reports we file to update such description.

     You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address:

               Excal Enterprises, Inc.
               100 N. Tampa Street, Suite 3575
               Tampa, FL 33602
               Attention:  Timothy R. Barnes, Chief Financial Officer
               (813) 224-0228

     You should rely only on the information incorporated by reference or
provided in this prospectus or a prospectus supplement.  We have authorized
no one to provide you with different information.  We are not making an
offer of these securities in any state where the offer is not permitted.
You should not assume that the information in this prospectus or a
prospectus supplement is accurate as of any date other than the date on the
front of this document.

                                 THE COMPANY

     We are a Delaware corporation which was formed in July 1986.  We
changed our name from Assix International, Inc. to Excal Enterprises, Inc.
in June 1995.  We then operated two distinct businesses:  (i) commercial
real estate and (ii) automotive services.  Our automotive services
operations have been discontinued.  Our commercial real estate operations
are operated through Imeson Center, Inc., a wholly-owned subsidiary.  Imeson
Center owns, leases and manages a two-story building containing
approximately 1,666,000 square feet of rental office and warehouse space in
Jacksonville, Florida.

     We have explored and continue to explore opportunities for acquisitions
in new business areas.  We have significant cash available for acquisitions
from the liquidation of our automotive division and a mortgage loan on our
Imeson Center property.  We have focused our search in the areas of light
manufacturing and industrial distribution.  In December 1998, we completed
the first of these acquisitions when we acquired Roxbury Industries Corp.
for $1.5 million.  Roxbury manufactures and distributes logo/personalized
knit scarves, knit headwear and bears with sweaters.

FORWARD-LOOKING STATEMENTS

     This prospectus and the documents incorporated in this prospectus by
reference contain forward-looking statements.  We base these statements on
our current expectations, estimates and projections.  Either the beliefs of
management, or assumptions made by management form the basis for those
expectations, estimates and projections.  The safe harbor created by Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange
Act of 1934 generally protect us and the selling stockholders from liability
for these statements.  You can often recognize these forward-looking
statements by words such as "anticipates," "expects," "intends," "plans,"
"believes," "seeks," "estimates," variations of such words, and similar
expressions.

     These forward-looking statements do not guarantee future performance
and are subject to risks, uncertainties and assumptions that are difficult
to predict.  The Risks and Uncertainties Section immediately following this
paragraph sets forth some of these risks and uncertainties.  These risks and
uncertainties could cause actual results to differ materially and adversely
from those discussed in the forward-looking statements.  We undertake no
obligation to publicly update any of these forward-looking statements to
reflect new information or future events.

                           RISKS AND UNCERTAINTIES

     The following is a summary description of some of the many risks we
face in our business.  You should carefully review these risks in evaluating
our business.  You should also consider the other information set forth in
this prospectus before you decide whether to invest.

COMMERCIAL REAL ESTATE BUSINESS CONSISTS OF
LEASE OF ONE BUILDING

     Our commercial real estate business consists of the lease of one two-
story building, Imeson Center.  Imeson Center contains 1,392,000 square feet
of rentable warehouse space (696,000 square feet on the first floor and
696,000 feet of space on the second floor) and approximately 274,000 square
feet of rentable office space.  We are subject to the risk of a natural
disaster occurring that would result in losses not covered by our customary
commercial insurance policies or the discovery of significant environmental
problems at Imeson Center that would affect our ability to lease the
property.  We believe that we and our tenants have complied with all
applicable environmental laws and regulations.

WE DEPEND UPON A LIMITED NUMBER OF MAJOR
CUSTOMERS

     We have four tenants at Imeson Center.  Rental income from three
tenants accounted for substantially all of our revenue in fiscal 1997 and
fiscal 1998.  The largest lease (approximately 53% of rental revenues in
fiscal 1998) expires December 31, 2000.  Another lease (approximately 27% of
rental revenues in fiscal 1998) expires June 15, 2003.  The other lease
(approximately 20% of rental revenues in fiscal 1998) expires June 15, 2002.
The loss of any of these leases could have a significant impact on us.

ACQUISITION STRATEGY IS COSTLY AND RISKY

     We have announced that our growth strategy includes acquiring other
businesses.  Our success with this strategy depends on our ability to
identify and negotiate attractive investments in businesses that we believe
will complement or enhance our business.  We cannot assure you that we will
be able to properly identify and evaluate opportunities, control costs and
liabilities incurred with the acquisition of new businesses, effectively
manage our growth or anticipate and evaluate the numerous risks involved in
acquiring and operating a new business.  The acquisition of a costly or
unproductive business could materially and adversely affect our business.

SUCCESS OF RECENT ACQUISITION OF NEW BUSINESS
IS UNCERTAIN

     In December 1998 we acquired Roxbury Industries Corp., a manufacturer
and distributor of knit scarves, knit headwear and bears with sweaters.
Management has no prior experience in the manufacture and distribution of
similar products.  There can be no assurance that this acquisition will be a
profitable business venture for us.

ABSENCE OF CASH DIVIDENDS

     We have not paid any cash dividends on our common stock to date, and we
do not anticipate paying any cash dividends in the foreseeable future.

ANTITAKEOVER PROVISIONS COULD DISCOURAGE OR PREVENT A
CHANGE OF CONTROL

     Management could use several charter or statutory provisions and
agreements as anti-takeover devices to discourage, delay or prevent a change
in control.  The use of these provisions could adversely affect the market
price of our common stock.

o  Blank check preferred stock.  Our Amended and Restated Certificate of
   Incorporation authorizes the issuance of up to 7,500,000 shares of preferred
   stock with designations, rights and preferences as may be determined from
   time to time by our Board of Directors (100,000 of such shares have been
   designated as "Series A Junior Participating Preferred Stock").  The Board,
   therefore, has the power without approval of the stockholders to issue
   preferred stock with dividend, liquidation, conversion, voting or other
   rights which could adversely affect the voting power or other rights of
   holders of common stock.  Management has no present plans, agreements or
   commitments to issue any shares of preferred stock.

o  Rights Plan.  Under a Rights Agreement with Registrar and Transfer
   Company, as Rights Agent, each share of our common stock has an accompanying
   right to purchase, upon certain acquisitions of beneficial ownership of 15
   percent or more of the common stock, 1/100th share of preferred stock that
   permits each holder to have attributes (i.e., participation in dividends and
   liquidation and voting rights) substantially equivalent to one whole share
   of Common Stock.  We can redeem the rights at $.01 per right, subject to
   certain conditions, at any time.  The rights expire on April 18, 2004.

o  Other Charter provisions.  Our Certificate of Incorporation also
   includes the following provisions:

   o    a board of directors divided into 3 equal (or as nearly equal as
        possible) classes with each director serving a three year term

   o    newly created directorships and vacancies are filled by remaining
        directors, even if less than a quorum

   o    directors may be removed only by the affirmative vote of at least 75%
        of the voting power of stockholders entitled to vote in election of
        directors

   o    special meetings of stockholders may be called only by the Chairman of
        the Board of Directors, a majority of the Board or the written request
        of at least 35% of the votes entitled to be cast at the meeting

   o    stockholders may bring business before a meeting of stockholders only
        by complying with a number of procedural requirements

   o    stockholders may only nominate directors by complying with a number of
        procedural requirements

   o    amendment of any of the foregoing provisions requires the affirmative
        vote of at least 75% of the voting power of stockholders entitled to
        vote in the election of directors.

CONCENTRATION OF OWNERSHIP IN MANAGEMENT COULD DISCOURAGE OR
PREVENT A CHANGE OF CONTROL

     Our executive officers and directors own approximately 36% of our
outstanding common stock.  This concentration of ownership in the hands of
management may further discourage, delay or prevent a change of control
which could adversely affect the market price of our stock.

OUT STOCK IS THINLY TRADED

     Historically, we experience very little trading in our stock.  The
absence of a significant trading volume could adversely affect an investor's
ability to readily sell our shares and could adversely affect the price
obtained in such a sale.

                            SELLING STOCKHOLDERS

     This Prospectus relates to the offer and sale of Common Stock acquired
by the selling stockholders named below through the exercise of options and
warrants granted to the selling stockholders in connection with services
provided by Mr. Newton as an officer and director.  Mr. Newton currently
serves as our Chairman of the Board of Directors.  The following table
shows, as of June 24, 1999:

     o    the name of each selling stockholder;
     o    how many shares the selling stockholder beneficially owns;
     o    how many shares the selling stockholder can resell under this
          prospectus; and
     o    assuming a selling stockholder sells all shares listed next to the
          stockholder's name, how many shares the selling stockholder will
          beneficially own after completion of the offering.

Selling Stockholder      Shares        Shares        Shares      Percentage
                      Beneficially     Which      Beneficially   of Shares
                         Owned         May be       Owned if    Beneficially
                         Prior        Sold in      All Shares     Owned if
                        to this         this        in this      All Shares
                      Offering(1)   Offering(2)     Offering        this
                                                    are Sold      Offering
                                                                  are Sold
-------------------  ------------  ------------  -------------  -----------
R. Park Newton and     1,493,812      353,514      1,140,098        27%
Francine Newton(3)

(1) We have calculated the number and percentage of shares each selling
    stockholder "beneficially owns" in accordance with Rule 13d-3 under the
    Exchange Act.  Beneficial ownership as defined in Rule 13d-3 does not
    necessarily indicate beneficial ownership for any other purpose. Under Rule
    13d-3, a person beneficially owns all shares as to which they have either
    sole or shared voting power or sole or shared investment power, as well as
    all shares which they have the right to acquire within 60 days of the
    calculation date by exercising any stock option or other right.
(2) Represents the maximum number of shares that the stockholders may sell
    in this offering.  The selling stockholders may sell less than such maximum
    number of shares, or none of such shares.
(3) Includes (a) 650,472 shares owned jointly by R. Park Newton and
    Francine Newton, (b) 200 shares owned directly by Mr. Newton, as to which
    Mrs. Newton disclaims any beneficial ownership, (c) 1,000 shares owned
    directly by Mrs. Newton, as to which Mr. Newton disclaims any beneficial
    ownership, (d) 452,500 shares held in a limited partnership for the benefit
    of certain members of Mr. Newton's family, over which Mr. Newton and Mrs.
    Newton have shared voting and investment power, and (e) 389,640 shares
    subject to warrants and options held jointly by Mr. and Mrs. Newton.

                            PLAN OF DISTRIBUTION

     We are registering all 353,514 shares of our common stock on behalf of
the selling stockholders, including any persons to whom the selling
stockholders may transfer those shares by way of gift, donation or pledge
after the date of this prospectus.  Such persons will also be treated as
selling stockholders for purposes of this prospectus.  All of the shares
were originally issued by us under certain options and a warrant granted to
Mr. and Mrs. Newton in connection with Mr. Newton's service as an officer
and director.  We will receive no proceeds from this offering.  The selling
stockholders may sell the shares from time to time.  The selling
stockholders will act independently of us in making decisions with respect
to the timing, manner and size of each sale.  The sales may be made in the
over-the-counter market or otherwise, at prices and at terms then prevailing
or at prices related to the then current market price, or in negotiated
transactions.

     The selling stockholders may effect such transactions by selling the
shares to or through broker-dealers.  The shares may be sold by one or more
of, or a combination of, the following transactions:

  o   a block trade in which the broker-dealer engaged will attempt to sell
      the shares as agent but may position and resell a portion of the block as
      principal to facilitate the transaction;

  o   purchases by a broker-dealer as principal and resale by such broker-
      dealer for its account pursuant to this prospectus;

  o   ordinary brokerage transactions and transactions in which the broker-
      dealer solicits purchasers;

  o   through put or call option transactions relating to the shares; and

  o   in privately negotiated transactions.

     To the extent required, this prospectus may be amended or supplemented
from time to time to describe a specific plan of distribution.  In effecting
sales, broker-dealers engaged by the selling stockholders may arrange for
other broker-dealers to participate in the resales.

     The selling stockholders may enter into hedging transactions with
broker-dealers or other financial institutions in connection with
distributions of the shares or otherwise.  In such transactions, the broker-
dealers or other financial institutions may engage in short sales of the
shares in the course of hedging the positions they assume with the selling
stockholders.  The selling stockholders may also sell shares short and
redeliver the shares to close out such short positions.  The selling
stockholders may enter into option or other transactions with broker-dealers
which require the delivery to the broker-dealer of the shares.  The broker-
dealer may then resell or otherwise transfer such shares pursuant to this
prospectus.  The selling stockholders also may loan or pledge the shares to
a broker-dealer.  The broker-dealer may sell the shares so loaned, or upon a
default, the broker-dealer may sell the pledged shares pursuant to this
prospectus.

     Broker-dealers or agents may receive compensation in the form of
commissions, discounts or concessions from selling stockholders.  Broker-
dealers or agents may also receive compensation from the purchasers of the
shares for whom they act as agents or to whom they sell as principals, or
both.  Compensation as to a particular broker-dealer might be in excess of
customary commissions and will be in amounts to be negotiated in connection
with the sale.  Broker-dealers or agents and any other participating broker-
dealers or the selling stockholders may be deemed to be "underwriters"
within the meaning of Section 2(11) of the Securities Act of 1933, as
amended (the "1933 Act") in connection with sales of the shares.
Accordingly, any such commission, discount or concession received by them
and any profit on the resale of the shares purchased by them may be deemed
to be underwriting discounts or commissions under the 1933 Act.  Because
selling stockholders may be deemed to be "underwriters" within the meaning
of Section 2(11) of the 1933 Act, the selling stockholders will be subject
to the prospectus delivery requirements of the 1933 Act.  In addition, any
securities covered by this prospectus which qualify for sale pursuant to
Rule 144 promulgated under the 1933 Act may be sold under Rule 144 rather
than pursuant to this prospectus.  The selling stockholders have advised us
that they have not entered in any agreements, understandings or arrangements
with any underwriters or broker-dealers regarding the sale of their
securities.  No underwriter or coordinating broker is acting in connection
with the proposed sale of shares by selling stockholders.

     The shares will be sold only through registered or licensed brokers or
dealers if required under applicable state securities laws.  In addition, in
certain states the shares may not be sold unless they have been registered
or qualified for sale in the applicable state or an exemption from the
registration or qualification requirement is available and complied with.

     Under applicable rules and regulations under the Securities Exchange
Act of 1934, as amended (the "1934 Act"), any person engaged in the
distribution of the shares may not simultaneously engage in market making
activities with respect to our common stock for a period of two business
days prior to the commencement of such distribution.  In addition, each
selling stockholder will be subject to applicable provisions of the 1934 Act
and the associated rules and regulations under the 1934 Act, including
Regulation M, which provisions may limit the timing of purchases and sales
of shares of our common stock by the selling stockholders.  We will make
copies of this prospectus available to the selling stockholders and have
informed them of the need for delivery of copies of this prospectus to
purchasers at or prior to the time of any sale of the shares.

     We will file a supplement to this prospectus, if required, pursuant to
Rule 424(b) under the 1933 Act upon being notified by a selling stockholder
that any material arrangement has been entered into with a broker-dealer for
the sale of shares through a block trade, special offering, exchange
distribution or secondary distribution or a purchase by a broker or dealer.
Such supplement will disclose:

  o   the name of each such selling stockholder and of the participating
      broker-dealer(s);

  o   the number of shares involved;

  o   the price at which such shares were sold;

  o   the commissions paid or discounts or concessions allowed to such broker-
      dealer(s), where applicable;

  o   that such broker-dealer(s) did not conduct any investigation to verify
      the information set out or incorporated by reference in this prospectus;
      and

  o   other facts material to the transaction.


     In addition, if we are notified by a selling stockholder that a donee
or pledgee intends to sell more than 500 shares, we will file a supplement
to this prospectus naming that donee or pledgee.

     We will bear all costs, expenses and fees in connection with the
registration of the shares.  The selling stockholders will bear all
commissions and discounts, if any, attributable to the sales of the shares.
The selling stockholders may agree to indemnify any broker-dealer or agent
that participates in transactions involving sales of the shares against
certain liabilities, including liabilities arising under the 1933 Act.

                               INDEMNIFICATION

     The Delaware General Corporation Law and our Amended and Restated
Certificate of Incorporation permit us to indemnify a present or former
director or officer of the corporation (and certain other persons serving at
the request of the corporation in related capacities) for liabilities,
including legal expenses, arising by reason of the service in such capacity
if:

  o   such person shall have acted in good faith and in a manner reasonably
      believed to be in or not opposed to the best interests of the
      corporation; and

  o   in any criminal proceeding if such person had no reasonable cause to
      believe his conduct was unlawful.

  However, in the case of actions brought by or in the right of
     the  corporation, no indemnification may be made with  respect  to
     any  matter as to which such director or officer shall  have  been
     adjudged liable, except in certain limited circumstances.

     We have entered into indemnification agreements with certain of our
current or former executive officers and directors providing for
indemnification under certain circumstances.

     We have a standard policy of directors' and officers' liability
insurance covering our directors and officers with respect to liabilities
incurred as a result.

     Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to our directors, officers and controlling persons
pursuant to our Certificate of Incorporation or bylaws or otherwise, we have
been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act and is therefore unenforceable.  If a claim for indemnification against
such liabilities (other than the payment by us of expenses incurred or paid
by the director, officer or controlling person in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, we
will, unless in the opinion of our counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction on the
question whether such indemnification is against public policy as expressed
in the Securities Act and will be governed by the final adjudication of such
issue.


PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

     Excal Enterprises, Inc. (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents
previously filed with the Securities and Exchange Commission (the "SEC"):

  (a)  The Registrant's Annual Report on Form 10-KSB for the fiscal year ended
       June 30, 1998, filed with the SEC on March 31, 1998;

  (b)  The Registrant's Quarterly Reports on Form 10-QSB for the fiscal
       quarters ended September 30, 1998 and December 31, 1998 filed with the
       SEC on November 16, 1998 and February 22, 1999, respectively;

  (c)  The Registrant's Current Report on Form 8-K filed with the SEC on
       March 22, 1999; and

  (d)  The description of the Registrant's Common Stock, par value $.001 per
       share, contained in the Company's Registration Statement on Form 8-A
       filed with the SEC (No. 0-17069), including any amendments or reports
       filed to update such description.

     All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to
the filing of a post-effective amendment which indicates that all shares of
Common Stock being offered hereby have been sold or which deregisters all
shares of Common Stock then remaining unsold shall be deemed incorporated by
reference in this registration statement and to be a part hereof from the
date of filing of such documents.

ITEM 4.   DESCRIPTION OF SECURITIES

     Not Applicable.


ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not Applicable.

ITEM 6.   INDEMNIFICATION OF OFFICERS AND DIRECTORS.

     The Company is incorporated under the laws of the State of Delaware.
The General Corporation Law of the State of Delaware (the "Delaware
Statute") provides for indemnification of directors, officers, and employees
in certain situations.  The Delaware Statute, by its terms, and the
Company's Amended and Restated Certificate of Incorporation (the
"Certificate") expressly permit indemnification where such a person acted in
good faith and in a manner such person reasonably believed to be in, or not
opposed to, the corporation's best interests, and, in a criminal action, if
such person had no reasonable cause to believe that his or her conduct was
unlawful.  In the case of a claim by a third party (i.e., a party other than
the corporation), the Delaware Statute and the Certificate expressly permit
indemnification for expenses, judgments, settlement payments, and other
costs.  In the case of a claim by or in the right of the corporation
(including stockholder derivative suits), the Delaware Statute and the
Certificate expressly provide for indemnification for expenses only, and not
for amounts paid in judgment or settlement of such actions.  Moreover, a
corporation cannot, under the Delaware Statute and the Certificate provide
for indemnification against expenses in the case of an action by or in the
right of the corporation if the person seeking indemnification is adjudged
liable to the corporation, unless the indemnification is ordered by a court.
The Delaware Statute and the Certificate also permit advancement of expenses
to directors and officers upon receipt of an undertaking by such director or
officer to repay all amounts advanced if it shall ultimately be determined
that he or she is not entitled to be indemnified by the corporation.

     The Company also maintains a standard policy of directors' and
officers' liability insurance covering directors and officers of the Company
against certain liabilities incurred by them in the discharge of their
function as such officers and directors.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

     The issuance of the shares being offered by the resale prospectus were
deemed to be exempt from registration under the Securities Act in reliance
on Section 4(2) of the Securities Act or Regulation D promulgated
thereunder, or Rule 701 promulgated under Section 3(b) of the Securities
Act, as transactions by an issuer not involving a public offering or
transactions pursuant to compensatory benefit plans and contracts relating
to compensation as provided under such Rule 701.  The recipients of
securities in each such transaction represented their intention to acquire
the securities for investment only and not with a view to or for sale in
connection with any distribution thereof and appropriate legends were
affixed to the share certificates and instruments issued in such
transactions.  All recipients had adequate access, through their
relationship with the Company, to information about the Company.

ITEM 8.   EXHIBITS

     4A.  Nonqualified Stock Option Agreement dated as of September 28, 1998
between the Registrant and R. Park and Francine H. Newton (filed as Exhibit
10.14 to the Registrant's Form 10-QSB for the fiscal quarter ended
December 31, 1998 and incorporated herein by reference).

     4B.  Nonqualified Stock Option Agreement dated as of January 26, 1999
between the Registrant and R. Park and Francine H. Newton (filed as Exhibit
10.16 to the Registrant's Form 10-QSB for the fiscal quarter ended
December 31, 1998 and incorporated herein by reference).

     4C.  Nonqualified Stock Option Agreement dated as of September 28, 1998
between the Registrant and Timothy R. Barnes (filed as Exhibit 10.3 to the
Registrant's Form 10-QSB for the fiscal quarter ended December 31, 1998 and
incorporated herein by reference)

     5.   Opinion of Foley & Lardner as to the legality of the securities to
be issued.

     23A. Consent of Foley & Lardner (included in Opinion filed as Exhibit
5).

     23B. Consent of Pender Newkirk & Company.

     24.  Power of Attorney (included on signature page of this registration
statement).

ITEM 9.   UNDERTAKINGS

 (a) The undersigned registrant hereby undertakes:

     (i) To file, during any period in which offers or sales are being made, a
         post-effective amendment to this registration statement:

         (1) To include any prospectus required by section 10(a)(3) of the
             Securities Act of 1933;

         (2) To reflect in the prospectus any facts or events arising after
             the effective date of the registration statement (or the most
             amendment thereof) which, individually or in the aggregate,
             represent a fundamental change in the information set forth in
             the registration statement.  Notwithstanding the foregoing, any
             increase or decrease in volume of securities offered (if the
             total dollar value of securities offered would not exceed that
             which was registered) and any deviation from the low or high end
             of the estimated maximum offering range may be reflected in the
             form of prospectus filed with the Commission pursuant to Rule
             424(b) if, in the aggregate, the changes in volume and price
             represent no more than a 20 percent change in the maximum
             aggregate offering price set forth in the "Calculation of
             Registration Fee" table in the effective registration statement.
        (3)  To include any material information with respect to the plan of
             distribution not previously disclosed in the registration
             statement; Provided, however, that paragraphs (a)(i) and (a)(ii)
             do not apply if the registration statement is on Form S-3 or Form
             S-8, and the information required to be included in a post-
             effective amendment by those paragraphs is contained in periodic
             reports filed by the registrant pursuant to section 13 or section
             15(d) of the Securities Exchange Act of 1934 that are
             incorporated by reference in the registration statement.

    (ii) That, for the purpose of determining any liability under the
         Securities Act, each such post-effective amendment shall be deemed to
         be a new registration statement relating to the securities offered
         therein, and the offering of such securities at that time shall be
         deemed to be the initial bona fide offering thereof.

   (iii) To remove from registration by means of a post-effective amendment
         any of the securities being registered which remain unsold at the
         termination of the offering.

 (b) The undersigned registrant hereby undertakes that, for purposes of
     determining any liability under the Securities Act, each filing of the
     registrant's annual report pursuant to Section 13(a) or Section 15(d) of
     the Exchange Act that is incorporated by reference in this registration
     statement shall be deemed to be a new registration statement relating to
     the securities offered therein, and the offering of such securities at
     that time shall be deemed to be the initial bona fide offering thereof.

 (c) Insofar as indemnification for liabilities arising under the Securities
     Act may be permitted to directors, officers and controlling persons of the
     registrant pursuant to the provisions set forth or described in Item 6 of
     this Registration Statement, or otherwise, the registrant has been advised
     that in the opinion of the Securities and Exchange Commission such
     indemnification is against public policy as expressed in the Securities
     Act and is, therefore, unenforceable.  In the event that a claim for
     indemnification against such liabilities (other than the payment by the
     registrant of expenses incurred or paid by a director, officer or
     controlling person of the registrant in the successful defense of any
     action, suit or proceeding, or claims to the extent covered by contracts
     of insurance) is asserted by such director, officer or controlling person
     in connection with the securities being registered, the registrant will,
     unless in the opinion of its counsel the matter has been settled by
     controlling precedent, submit to a court of appropriate jurisdiction the
     question whether such indemnification by it is against public policy as
     expressed in the Securities Act and will be governed by the final
     adjudication of such issue.


                                 SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Tampa, State of Florida, on June
24, 1999.


                                EXCAL ENTERPRISES, INC.


                                By/S/ W. CAREY WEBB
                                  W. Carey Webb
                                  President and Chief Executive Officer



                          SPECIAL POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears on the Signature Page to this registration statement constitutes and
appoints W. Carey Webb and R. Park Newton, III, and each or any of them, his
or her true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities to sign any and all amendments
(including post-effective amendments to this registration statement and any
and all registration statements filed pursuant to Rule 462(b) under the
Securities Act of 1933), and to file the same, with all exhibits and other
documents in connection therewith, with the Securities and Exchange
Commission, and grants unto said attorneys-in-fact and agents, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or his or her
substitute or substitutes may lawfully do or cause to be done by virtue
hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.



Date:  June 24, 1999            /S/ W. CAREY WEBB
                                W. Carey Webb
                                President and Chief Executive Officer


Date:  June 24, 1999            /S/ R. PARK NEWTON, III
                                R. Park Newton, III,
                                Chairman of the Board and Director


Date:  June 24, 1999            /S/ TIMOTHY R. BARNES
                                Timothy R. Barnes
                                Vice President, Chief Financial Officer and
                                Principal Accounting Officer


Date:  June 24, 1999            /S/ W. ARIS NEWTON
                                W. Aris Newton, Director


Date:  June 24, 1999            /S/ JOHN L. CASKEY
                                John L. Caskey, Director

                              INDEX TO EXHIBITS

Exhibit
Number   Description of Document

4A      Nonqualified Stock Option Agreement dated as of September 28, 1998
        between the Registrant and R. Park and Francine H. Newton (filed as
        Exhibit 10.14 to the Registrant's Form 10-QSB for the fiscal quarter
        ended December 31, 1998 and incorporated herein by reference).

4B      Nonqualified Stock Option Agreement dated as of January 26, 1999
        between the Registrant and R. Park and Francine H. Newton (filed as
        Exhibit 10.16 to the Registrant's Form 10-QSB for the fiscal quarter
        ended December 31, 1998 and incorporated herein by reference).

4C      Nonqualified Stock Option Agreement dated as of September 28, 1998
        between the Registrant and Timothy R. Barnes (filed as Exhibit 10.3
        to the Registrant's Form 10-QSB for the fiscal quarter ended
        December 31, 1998 and incorporated herein by reference)

5       Opinion of Foley & Lardner

23A     Consent of Foley & Lardner (included in Exhibit 5)

23B     Consent of Pender, Newkirk & Co.

24      Power of Attorney (included with signature pages to the registration
        statement
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 46260}]
{"company-data": {"conformed-name": "EXCAL ENTERPRISES INC", "cik": "0000832813", "assigned-sic": "3559", "irs-number": "592855398", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-81887", "film-number": "99655906"}, "business-address": {"street1": "100 N TAMPA ST", "street2": "STE 3575", "city": "TAMPA", "state": "FL", "zip": "33602", "phone": "8132240228"}, "mail-address": {"street1": "100 NORTH TAMPA ST SUITE 3575", "street2": "100 NORTH TAMPA ST SUITE 3575", "city": "TAMPA", "state": "FL", "zip": "33602"}, "former-company": {"former-conformed-name": "ASSIX INTERNATIONAL INC", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on June 28, 1999

                                                 Registration No.  33-______

                     SECURITIES AND EXCHANGE COMMISSION

                                  FORM S-8

           REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                           EXCAL ENTERPRISES, INC.
           (Exact Name of registrant as specified in its charter)

          Delaware                              59-2855398
----------------------------                ------------------
(State or other jurisdiction                (I.R.S.  Employer
       of incorporation)                    Identification No.)

           100 N.  Tampa Street, Suite 3575, Tampa, Florida 33602
           ------------------------------------------------------
             (Address of principal executive offices) (zip code)

                  Nonqualified Stock Options Issuable Under
           Various Agreements between Excal Enterprises, Inc. and
                 R.  Park Newton, III and Timothy R.  Barnes
                            (Full Title of Plan)

                               W.  Carey Webb
                    President and Chief Executive Officer
                           Excal Enterprises, Inc.
                      100 N.  Tampa Street, Suite 3575
                            Tampa, Florida 33602
                               (813) 224-0228

                                  Copy to:
                               Linda Y.  Kelso
                               Julia B.  Davis
                               Foley & Lardner
                              200 Laura Street
                        Jacksonville, Florida  32202
                               (904) 359-2000
 -----------------------------------------------------------------------------
(Name, address and telephone number, including area code, of agent for service)

----------------------------------------------------------------------------
                       Calculation of Registration Fee
----------------------------------------------------------------------------
Title of Each Class   Amount to be     Proposed      Proposed     Amount of
of Securities to be    Registered       Maximum       Maximum   Registration
     Registered                     Offering Price   Aggregate       Fee
                                       Per Share     Offering
                                                       Price
-------------------   ------------  --------------  ----------  ------------
Common Stock           127,997(1)   $4.87500       $  623,986        $173.47
($0.001 par value)
Common Stock           183,355(1)   $2.93750       $  538,606        $149.73
($0.001 par value)
Common Stock           353,514(2)   $3.09375(3)    $1,093,684(3)     $304.04
($0.001 par value)

(1) Plus an indeterminate number of shares which may be issued as a result
    of anti-dilution provisions contained in the Plans.  This total represents
    (i) 127,997 shares subject to outstanding options having an exercise price
    of $4.875 and (ii) 183,355 shares issuable under outstanding options having
    an exercise price of $2.9375.
(2) Shares registered for resale hereunder.
(3) Pursuant to Rule 457(h) under the Securities Act of 1933, as amended,
    the amounts shown have been estimated, and the registration fee has been
    calculated using $3.09375 per share, the average of the closing bid and
    asked prices of the registrant's common stock in the over the counter
    market as reported by the National Quotation Bureau, Inc. on June 23, 1999.

                           ______________________

                              EXPLANATORY NOTE

     This   Registration  Statement  includes  a  Prospectus,  prepared   in
accordance  with the requirements of Part I of Form S-3, which, pursuant  to
General  Instruction C of Form S-8, may be delivered in connection with  the
offer  and  sale of "restricted securities" which are defined as  securities
issued  under  any  employee  benefit plan of  the  Registrant  meeting  the
definition  of "restricted securities" in Rule 405 under the Securities  Act
of 1933, as amended (the "Securities  Act").

                           ______________________

PART I.   INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The  document(s) containing information specified in  Part  I  of  this
Registration Statement on Form S-8 (the "Registration Statement") have  been
or  will  be sent or given to participants in the Plan as specified in  Rule
428(b)(1)  promulgated  by  the  Securities  and  Exchange  Commission  (the
"Commission")  under  the Securities Act.  Such document(s)  are  not  being
filed  with the Commission but constitute (along with documents incorporated
by  reference into this Registration Statement pursuant to Item 3 of Part II
hereof)  a  prospectus that meets the requirements of Section 10(a)  of  the
Securities Act.

REOFFER PROSPECTUS

                       353,514 shares of Common Stock
                              ($.001 par value)

                           EXCAL ENTERPRISES, INC.
                       100 N. Tampa Street, Suite 3575
                            Tampa, Florida 33602
                               (813) 224-0228

The selling stockholders -
   o    May periodically sell any or all of their shares of Common Stock up to
        353,514 shares;
   o    Will determine the number, the price and the terms when sold; and
   o    Will receive all proceeds from the sale.

The Shares -
   o    Have been acquired under option agreements and warrant agreements
        between Excal and the selling stockholders as compensation to Mr.
        Newton for services provided as an officer and director; and
   o    Are "restricted securities" as defined in General Instruction C to
        Form S-8 Registration Statement under the Securities Act;
   o    May be offered and sold from time to time in any manner permitted by
        law.

The Sales -
   o    May be made through brokers or to dealers, who are expected to
        receive customary commissions or discounts.

     Prices  for  the  Common Stock are reported by  the  National
          Quotation Bureau, Inc. under the symbol "EXCL."

     See "Risks  and Uncertainties" on page 4 for a discussion  of
          information  you  should carefully consider  before  you
          invest.

     NEITHER  THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
          SECURITIES  COMMISSION HAS APPROVED  OR  DISAPPROVED  OF
          THESE  SHARES  OR  DETERMINED  IF  THIS  PROSPECTUS   IS
          TRUTHFUL  OR  COMPLETE.   ANY  REPRESENTATION   TO   THE
          CONTRARY IS A CRIMINAL OFFENSE.

                                June 28, 1999
                              TABLE OF CONTENTS

Where You Can Find More Information                             2
The Company                                                     3
Risks and Uncertainties                                         4
Selling Stockholders                                            6
Plan of Distribution                                            7
Indemnification of Directors and Officers                      10

                          ________________________

                     WHERE YOU CAN FIND MORE INFORMATION

     We file annual, quarterly and special reports, proxy statements and
other information with the SEC.  You may read and copy any document we have
on file at the SEC's public reference rooms in Washington, D.C., New York,
New York and Chicago, Illinois.  Please call the SEC at 1-800-SEC-0300 for
further information about the public reference rooms.  Our SEC filings are
also available to the public at the SEC's web site at http://www.sec.gov.

                 DOCUMENTS WE ARE INCORPORATING BY REFERENCE

     The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents.  The information incorporated by reference
is considered to be part of this prospectus, and later information filed
with the SEC will update and supersede this information.  We incorporate by
reference the documents listed below and any future filings made with the
SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934 until our offering is completed:

  (a)  Our Annual Report on Form 10-KSB for the year ended June 30, 1998,
       filed September 28, 1998;

  (b)  Our Quarterly Reports on Form 10-QSB for the quarters ended
       September 30, 1998 and December 31, 1998, filed on November 16, 1998
       and February 22, 1999, respectively;
  (c)  Our Current Report on Form 8-K filed March 22, 1999;
  (d)  The description of our common stock which we have included in our
       registration statement on Form 8-A (No. 0-17069), including any
       amendments or reports we file to update such description.

     You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address:

               Excal Enterprises, Inc.
               100 N. Tampa Street, Suite 3575
               Tampa, FL 33602
               Attention:  Timothy R. Barnes, Chief Financial Officer
               (813) 224-0228

     You should rely only on the information incorporated by reference or
provided in this prospectus or a prospectus supplement.  We have authorized
no one to provide you with different information.  We are not making an
offer of these securities in any state where the offer is not permitted.
You should not assume that the information in this prospectus or a
prospectus supplement is accurate as of any date other than the date on the
front of this document.

                                 THE COMPANY

     We are a Delaware corporation which was formed in July 1986.  We
changed our name from Assix International, Inc. to Excal Enterprises, Inc.
in June 1995.  We then operated two distinct businesses:  (i) commercial
real estate and (ii) automotive services.  Our automotive services
operations have been discontinued.  Our commercial real estate operations
are operated through Imeson Center, Inc., a wholly-owned subsidiary.  Imeson
Center owns, leases and manages a two-story building containing
approximately 1,666,000 square feet of rental office and warehouse space in
Jacksonville, Florida.

     We have explored and continue to explore opportunities for acquisitions
in new business areas.  We have significant cash available for acquisitions
from the liquidation of our automotive division and a mortgage loan on our
Imeson Center property.  We have focused our search in the areas of light
manufacturing and industrial distribution.  In December 1998, we completed
the first of these acquisitions when we acquired Roxbury Industries Corp.
for $1.5 million.  Roxbury manufactures and distributes logo/personalized
knit scarves, knit headwear and bears with sweaters.

FORWARD-LOOKING STATEMENTS

     This prospectus and the documents incorporated in this prospectus by
reference contain forward-looking statements.  We base these statements on
our current expectations, estimates and projections.  Either the beliefs of
management, or assumptions made by management form the basis for those
expectations, estimates and projections.  The safe harbor created by Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange
Act of 1934 generally protect us and the selling stockholders from liability
for these statements.  You can often recognize these forward-looking
statements by words such as "anticipates," "expects," "intends," "plans,"
"believes," "seeks," "estimates," variations of such words, and similar
expressions.

     These forward-looking statements do not guarantee future performance
and are subject to risks, uncertainties and assumptions that are difficult
to predict.  The Risks and Uncertainties Section immediately following this
paragraph sets forth some of these risks and uncertainties.  These risks and
uncertainties could cause actual results to differ materially and adversely
from those discussed in the forward-looking statements.  We undertake no
obligation to publicly update any of these forward-looking statements to
reflect new information or future events.

                           RISKS AND UNCERTAINTIES

     The following is a summary description of some of the many risks we
face in our business.  You should carefully review these risks in evaluating
our business.  You should also consider the other information set forth in
this prospectus before you decide whether to invest.

COMMERCIAL REAL ESTATE BUSINESS CONSISTS OF
LEASE OF ONE BUILDING

     Our commercial real estate business consists of the lease of one two-
story building, Imeson Center.  Imeson Center contains 1,392,000 square feet
of rentable warehouse space (696,000 square feet on the first floor and
696,000 feet of space on the second floor) and approximately 274,000 square
feet of rentable office space.  We are subject to the risk of a natural
disaster occurring that would result in losses not covered by our customary
commercial insurance policies or the discovery of significant environmental
problems at Imeson Center that would affect our ability to lease the
property.  We believe that we and our tenants have complied with all
applicable environmental laws and regulations.

WE DEPEND UPON A LIMITED NUMBER OF MAJOR
CUSTOMERS

     We have four tenants at Imeson Center.  Rental income from three
tenants accounted for substantially all of our revenue in fiscal 1997 and
fiscal 1998.  The largest lease (approximately 53% of rental revenues in
fiscal 1998) expires December 31, 2000.  Another lease (approximately 27% of
rental revenues in fiscal 1998) expires June 15, 2003.  The other lease
(approximately 20% of rental revenues in fiscal 1998) expires June 15, 2002.
The loss of any of these leases could have a significant impact on us.

ACQUISITION STRATEGY IS COSTLY AND RISKY

     We have announced that our growth strategy includes acquiring other
businesses.  Our success with this strategy depends on our ability to
identify and negotiate attractive investments in businesses that we believe
will complement or enhance our business.  We cannot assure you that we will
be able to properly identify and evaluate opportunities, control costs and
liabilities incurred with the acquisition of new businesses, effectively
manage our growth or anticipate and evaluate the numerous risks involved in
acquiring and operating a new business.  The acquisition of a costly or
unproductive business could materially and adversely affect our business.

SUCCESS OF RECENT ACQUISITION OF NEW BUSINESS
IS UNCERTAIN

     In December 1998 we acquired Roxbury Industries Corp., a manufacturer
and distributor of knit scarves, knit headwear and bears with sweaters.
Management has no prior experience in the manufacture and distribution of
similar products.  There can be no assurance that this acquisition will be a
profitable business venture for us.

ABSENCE OF CASH DIVIDENDS

     We have not paid any cash dividends on our common stock to date, and we
do not anticipate paying any cash dividends in the foreseeable future.

ANTITAKEOVER PROVISIONS COULD DISCOURAGE OR PREVENT A
CHANGE OF CONTROL

     Management could use several charter or statutory provisions and
agreements as anti-takeover devices to discourage, delay or prevent a change
in control.  The use of these provisions could adversely affect the market
price of our common stock.

o  Blank check preferred stock.  Our Amended and Restated Certificate of
   Incorporation authorizes the issuance of up to 7,500,000 shares of preferred
   stock with designations, rights and preferences as may be determined from
   time to time by our Board of Directors (100,000 of such shares have been
   designated as "Series A Junior Participating Preferred Stock").  The Board,
   therefore, has the power without approval of the stockholders to issue
   preferred stock with dividend, liquidation, conversion, voting or other
   rights which could adversely affect the voting power or other rights of
   holders of common stock.  Management has no present plans, agreements or
   commitments to issue any shares of preferred stock.

o  Rights Plan.  Under a Rights Agreement with Registrar and Transfer
   Company, as Rights Agent, each share of our common stock has an accompanying
   right to purchase, upon certain acquisitions of beneficial ownership of 15
   percent or more of the common stock, 1/100th share of preferred stock that
   permits each holder to have attributes (i.e., participation in dividends and
   liquidation and voting rights) substantially equivalent to one whole share
   of Common Stock.  We can redeem the rights at $.01 per right, subject to
   certain conditions, at any time.  The rights expire on April 18, 2004.

o  Other Charter provisions.  Our Certificate of Incorporation also
   includes the following provisions:

   o    a board of directors divided into 3 equal (or as nearly equal as
        possible) classes with each director serving a three year term

   o    newly created directorships and vacancies are filled by remaining
        directors, even if less than a quorum

   o    directors may be removed only by the affirmative vote of at least 75%
        of the voting power of stockholders entitled to vote in election of
        directors

   o    special meetings of stockholders may be called only by the Chairman of
        the Board of Directors, a majority of the Board or the written request
        of at least 35% of the votes entitled to be cast at the meeting

   o    stockholders may bring business before a meeting of stockholders only
        by complying with a number of procedural requirements

   o    stockholders may only nominate directors by complying with a number of
        procedural requirements

   o    amendment of any of the foregoing provisions requires the affirmative
        vote of at least 75% of the voting power of stockholders entitled to
        vote in the election of directors.

CONCENTRATION OF OWNERSHIP IN MANAGEMENT COULD DISCOURAGE OR
PREVENT A CHANGE OF CONTROL

     Our executive officers and directors own approximately 36% of our
outstanding common stock.  This concentration of ownership in the hands of
management may further discourage, delay or prevent a change of control
which could adversely affect the market price of our stock.

OUT STOCK IS THINLY TRADED

     Historically, we experience very little trading in our stock.  The
absence of a significant trading volume could adversely affect an investor's
ability to readily sell our shares and could adversely affect the price
obtained in such a sale.

                            SELLING STOCKHOLDERS

     This Prospectus relates to the offer and sale of Common Stock acquired
by the selling stockholders named below through the exercise of options and
warrants granted to the selling stockholders in connection with services
provided by Mr. Newton as an officer and director.  Mr. Newton currently
serves as our Chairman of the Board of Directors.  The following table
shows, as of June 24, 1999:

     o    the name of each selling stockholder;
     o    how many shares the selling stockholder beneficially owns;
     o    how many shares the selling stockholder can resell under this
          prospectus; and
     o    assuming a selling stockholder sells all shares listed next to the
          stockholder's name, how many shares the selling stockholder will
          beneficially own after completion of the offering.

Selling Stockholder      Shares        Shares        Shares      Percentage
                      Beneficially     Which      Beneficially   of Shares
                         Owned         May be       Owned if    Beneficially
                         Prior        Sold in      All Shares     Owned if
                        to this         this        in this      All Shares
                      Offering(1)   Offering(2)     Offering        this
                                                    are Sold      Offering
                                                                  are Sold
-------------------  ------------  ------------  -------------  -----------
R. Park Newton and     1,493,812      353,514      1,140,098        27%
Francine Newton(3)

(1) We have calculated the number and percentage of shares each selling
    stockholder "beneficially owns" in accordance with Rule 13d-3 under the
    Exchange Act.  Beneficial ownership as defined in Rule 13d-3 does not
    necessarily indicate beneficial ownership for any other purpose. Under Rule
    13d-3, a person beneficially owns all shares as to which they have either
    sole or shared voting power or sole or shared investment power, as well as
    all shares which they have the right to acquire within 60 days of the
    calculation date by exercising any stock option or other right.
(2) Represents the maximum number of shares that the stockholders may sell
    in this offering.  The selling stockholders may sell less than such maximum
    number of shares, or none of such shares.
(3) Includes (a) 650,472 shares owned jointly by R. Park Newton and
    Francine Newton, (b) 200 shares owned directly by Mr. Newton, as to which
    Mrs. Newton disclaims any beneficial ownership, (c) 1,000 shares owned
    directly by Mrs. Newton, as to which Mr. Newton disclaims any beneficial
    ownership, (d) 452,500 shares held in a limited partnership for the benefit
    of certain members of Mr. Newton's family, over which Mr. Newton and Mrs.
    Newton have shared voting and investment power, and (e) 389,640 shares
    subject to warrants and options held jointly by Mr. and Mrs. Newton.

                            PLAN OF DISTRIBUTION

     We are registering all 353,514 shares of our common stock on behalf of
the selling stockholders, including any persons to whom the selling
stockholders may transfer those shares by way of gift, donation or pledge
after the date of this prospectus.  Such persons will also be treated as
selling stockholders for purposes of this prospectus.  All of the shares
were originally issued by us under certain options and a warrant granted to
Mr. and Mrs. Newton in connection with Mr. Newton's service as an officer
and director.  We will receive no proceeds from this offering.  The selling
stockholders may sell the shares from time to time.  The selling
stockholders will act independently of us in making decisions with respect
to the timing, manner and size of each sale.  The sales may be made in the
over-the-counter market or otherwise, at prices and at terms then prevailing
or at prices related to the then current market price, or in negotiated
transactions.

     The selling stockholders may effect such transactions by selling the
shares to or through broker-dealers.  The shares may be sold by one or more
of, or a combination of, the following transactions:

  o   a block trade in which the broker-dealer engaged will attempt to sell
      the shares as agent but may position and resell a portion of the block as
      principal to facilitate the transaction;

  o   purchases by a broker-dealer as principal and resale by such broker-
      dealer for its account pursuant to this prospectus;

  o   ordinary brokerage transactions and transactions in which the broker-
      dealer solicits purchasers;

  o   through put or call option transactions relating to the shares; and

  o   in privately negotiated transactions.

     To the extent required, this prospectus may be amended or supplemented
from time to time to describe a specific plan of distribution.  In effecting
sales, broker-dealers engaged by the selling stockholders may arrange for
other broker-dealers to participate in the resales.

     The selling stockholders may enter into hedging transactions with
broker-dealers or other financial institutions in connection with
distributions of the shares or otherwise.  In such transactions, the broker-
dealers or other financial institutions may engage in short sales of the
shares in the course of hedging the positions they assume with the selling
stockholders.  The selling stockholders may also sell shares short and
redeliver the shares to close out such short positions.  The selling
stockholders may enter into option or other transactions with broker-dealers
which require the delivery to the broker-dealer of the shares.  The broker-
dealer may then resell or otherwise transfer such shares pursuant to this
prospectus.  The selling stockholders also may loan or pledge the shares to
a broker-dealer.  The broker-dealer may sell the shares so loaned, or upon a
default, the broker-dealer may sell the pledged shares pursuant to this
prospectus.

     Broker-dealers or agents may receive compensation in the form of
commissions, discounts or concessions from selling stockholders.  Broker-
dealers or agents may also receive compensation from the purchasers of the
shares for whom they act as agents or to whom they sell as principals, or
both.  Compensation as to a particular broker-dealer might be in excess of
customary commissions and will be in amounts to be negotiated in connection
with the sale.  Broker-dealers or agents and any other participating broker-
dealers or the selling stockholders may be deemed to be "underwriters"
within the meaning of Section 2(11) of the Securities Act of 1933, as
amended (the "1933 Act") in connection with sales of the shares.
Accordingly, any such commission, discount or concession received by them
and any profit on the resale of the shares purchased by them may be deemed
to be underwriting discounts or commissions under the 1933 Act.  Because
selling stockholders may be deemed to be "underwriters" within the meaning
of Section 2(11) of the 1933 Act, the selling stockholders will be subject
to the prospectus delivery requirements of the 1933 Act.  In addition, any
securities covered by this prospectus which qualify for sale pursuant to
Rule 144 promulgated under the 1933 Act may be sold under Rule 144 rather
than pursuant to this prospectus.  The selling stockholders have advised us
that they have not entered in any agreements, understandings or arrangements
with any underwriters or broker-dealers regarding the sale of their
securities.  No underwriter or coordinating broker is acting in connection
with the proposed sale of shares by selling stockholders.

     The shares will be sold only through registered or licensed brokers or
dealers if required under applicable state securities laws.  In addition, in
certain states the shares may not be sold unless they have been registered
or qualified for sale in the applicable state or an exemption from the
registration or qualification requirement is available and complied with.

     Under applicable rules and regulations under the Securities Exchange
Act of 1934, as amended (the "1934 Act"), any person engaged in the
distribution of the shares may not simultaneously engage in market making
activities with respect to our common stock for a period of two business
days prior to the commencement of such distribution.  In addition, each
selling stockholder will be subject to applicable provisions of the 1934 Act
and the associated rules and regulations under the 1934 Act, including
Regulation M, which provisions may limit the timing of purchases and sales
of shares of our common stock by the selling stockholders.  We will make
copies of this prospectus available to the selling stockholders and have
informed them of the need for delivery of copies of this prospectus to
purchasers at or prior to the time of any sale of the shares.

     We will file a supplement to this prospectus, if required, pursuant to
Rule 424(b) under the 1933 Act upon being notified by a selling stockholder
that any material arrangement has been entered into with a broker-dealer for
the sale of shares through a block trade, special offering, exchange
distribution or secondary distribution or a purchase by a broker or dealer.
Such supplement will disclose:

  o   the name of each such selling stockholder and of the participating
      broker-dealer(s);

  o   the number of shares involved;

  o   the price at which such shares were sold;

  o   the commissions paid or discounts or concessions allowed to such broker-
      dealer(s), where applicable;

  o   that such broker-dealer(s) did not conduct any investigation to verify
      the information set out or incorporated by reference in this prospectus;
      and

  o   other facts material to the transaction.

     In addition, if we are notified by a selling stockholder that a donee
or pledgee intends to sell more than 500 shares, we will file a supplement
to this prospectus naming that donee or pledgee.

     We will bear all costs, expenses and fees in connection with the
registration of the shares.  The selling stockholders will bear all
commissions and discounts, if any, attributable to the sales of the shares.
The selling stockholders may agree to indemnify any broker-dealer or agent
that participates in transactions involving sales of the shares against
certain liabilities, including liabilities arising under the 1933 Act.

                               INDEMNIFICATION

     The Delaware General Corporation Law and our Amended and Restated
Certificate of Incorporation permit us to indemnify a present or former
director or officer of the corporation (and certain other persons serving at
the request of the corporation in related capacities) for liabilities,
including legal expenses, arising by reason of the service in such capacity
if:

  o   such person shall have acted in good faith and in a manner reasonably
      believed to be in or not opposed to the best interests of the
      corporation; and

  o   in any criminal proceeding if such person had no reasonable cause to
      believe his conduct was unlawful.

  However, in the case of actions brought by or in the right of
     the  corporation, no indemnification may be made with  respect  to
     any  matter as to which such director or officer shall  have  been
     adjudged liable, except in certain limited circumstances.

     We have entered into indemnification agreements with certain of our
current or former executive officers and directors providing for
indemnification under certain circumstances.

     We have a standard policy of directors' and officers' liability
insurance covering our directors and officers with respect to liabilities
incurred as a result.

     Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to our directors, officers and controlling persons
pursuant to our Certificate of Incorporation or bylaws or otherwise, we have
been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act and is therefore unenforceable.  If a claim for indemnification against
such liabilities (other than the payment by us of expenses incurred or paid
by the director, officer or controlling person in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, we
will, unless in the opinion of our counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction on the
question whether such indemnification is against public policy as expressed
in the Securities Act and will be governed by the final adjudication of such
issue.

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

     Excal Enterprises, Inc. (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents
previously filed with the Securities and Exchange Commission (the "SEC"):

  (a)  The Registrant's Annual Report on Form 10-KSB for the fiscal year ended
       June 30, 1998, filed with the SEC on March 31, 1998;

  (b)  The Registrant's Quarterly Reports on Form 10-QSB for the fiscal
       quarters ended September 30, 1998 and December 31, 1998 filed with the
       SEC on November 16, 1998 and February 22, 1999, respectively;

  (c)  The Registrant's Current Report on Form 8-K filed with the SEC on
       March 22, 1999; and

  (d)  The description of the Registrant's Common Stock, par value $.001 per
       share, contained in the Company's Registration Statement on Form 8-A
       filed with the SEC (No. 0-17069), including any amendments or reports
       filed to update such description.

     All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to
the filing of a post-effective amendment which indicates that all shares of
Common Stock being offered hereby have been sold or which deregisters all
shares of Common Stock then remaining unsold shall be deemed incorporated by
reference in this registration statement and to be a part hereof from the
date of filing of such documents.

ITEM 4.   DESCRIPTION OF SECURITIES

     Not Applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

     Not Applicable.

ITEM 6.   INDEMNIFICATION OF OFFICERS AND DIRECTORS.

     The Company is incorporated under the laws of the State of Delaware.
The General Corporation Law of the State of Delaware (the "Delaware
Statute") provides for indemnification of directors, officers, and employees
in certain situations.  The Delaware Statute, by its terms, and the
Company's Amended and Restated Certificate of Incorporation (the
"Certificate") expressly permit indemnification where such a person acted in
good faith and in a manner such person reasonably believed to be in, or not
opposed to, the corporation's best interests, and, in a criminal action, if
such person had no reasonable cause to believe that his or her conduct was
unlawful.  In the case of a claim by a third party (i.e., a party other than
the corporation), the Delaware Statute and the Certificate expressly permit
indemnification for expenses, judgments, settlement payments, and other
costs.  In the case of a claim by or in the right of the corporation
(including stockholder derivative suits), the Delaware Statute and the
Certificate expressly provide for indemnification for expenses only, and not
for amounts paid in judgment or settlement of such actions.  Moreover, a
corporation cannot, under the Delaware Statute and the Certificate provide
for indemnification against expenses in the case of an action by or in the
right of the corporation if the person seeking indemnification is adjudged
liable to the corporation, unless the indemnification is ordered by a court.
The Delaware Statute and the Certificate also permit advancement of expenses
to directors and officers upon receipt of an undertaking by such director or
officer to repay all amounts advanced if it shall ultimately be determined
that he or she is not entitled to be indemnified by the corporation.

     The Company also maintains a standard policy of directors' and
officers' liability insurance covering directors and officers of the Company
against certain liabilities incurred by them in the discharge of their
function as such officers and directors.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

     The issuance of the shares being offered by the resale prospectus were
deemed to be exempt from registration under the Securities Act in reliance
on Section 4(2) of the Securities Act or Regulation D promulgated
thereunder, or Rule 701 promulgated under Section 3(b) of the Securities
Act, as transactions by an issuer not involving a public offering or
transactions pursuant to compensatory benefit plans and contracts relating
to compensation as provided under such Rule 701.  The recipients of
securities in each such transaction represented their intention to acquire
the securities for investment only and not with a view to or for sale in
connection with any distribution thereof and appropriate legends were
affixed to the share certificates and instruments issued in such
transactions.  All recipients had adequate access, through their
relationship with the Company, to information about the Company.

ITEM 8.   EXHIBITS

     4A.  Nonqualified Stock Option Agreement dated as of September 28, 1998
between the Registrant and R. Park and Francine H. Newton (filed as Exhibit
10.14 to the Registrant's Form 10-QSB for the fiscal quarter ended
December 31, 1998 and incorporated herein by reference).

     4B.  Nonqualified Stock Option Agreement dated as of January 26, 1999
between the Registrant and R. Park and Francine H. Newton (filed as Exhibit
10.16 to the Registrant's Form 10-QSB for the fiscal quarter ended
December 31, 1998 and incorporated herein by reference).

     4C.  Nonqualified Stock Option Agreement dated as of September 28, 1998
between the Registrant and Timothy R. Barnes (filed as Exhibit 10.3 to the
Registrant's Form 10-QSB for the fiscal quarter ended December 31, 1998 and
incorporated herein by reference)

     5.   Opinion of Foley & Lardner as to the legality of the securities to
be issued.

     23A. Consent of Foley & Lardner (included in Opinion filed as Exhibit
5).

     23B. Consent of Pender Newkirk & Company.

     24.  Power of Attorney (included on signature page of this registration
statement).

ITEM 9.   UNDERTAKINGS

 (a) The undersigned registrant hereby undertakes:

     (i) To file, during any period in which offers or sales are being made, a
         post-effective amendment to this registration statement:

         (1) To include any prospectus required by section 10(a)(3) of the
             Securities Act of 1933;

         (2) To reflect in the prospectus any facts or events arising after
             the effective date of the registration statement (or the most
             amendment thereof) which, individually or in the aggregate,
             represent a fundamental change in the information set forth in
             the registration statement.  Notwithstanding the foregoing, any
             increase or decrease in volume of securities offered (if the
             total dollar value of securities offered would not exceed that
             which was registered) and any deviation from the low or high end
             of the estimated maximum offering range may be reflected in the
             form of prospectus filed with the Commission pursuant to Rule
             424(b) if, in the aggregate, the changes in volume and price
             represent no more than a 20 percent change in the maximum
             aggregate offering price set forth in the "Calculation of
             Registration Fee" table in the effective registration statement.
        (3)  To include any material information with respect to the plan of
             distribution not previously disclosed in the registration
             statement; Provided, however, that paragraphs (a)(i) and (a)(ii)
             do not apply if the registration statement is on Form S-3 or Form
             S-8, and the information required to be included in a post-
             effective amendment by those paragraphs is contained in periodic
             reports filed by the registrant pursuant to section 13 or section
             15(d) of the Securities Exchange Act of 1934 that are
             incorporated by reference in the registration statement.

    (ii) That, for the purpose of determining any liability under the
         Securities Act, each such post-effective amendment shall be deemed to
         be a new registration statement relating to the securities offered
         therein, and the offering of such securities at that time shall be
         deemed to be the initial bona fide offering thereof.

   (iii) To remove from registration by means of a post-effective amendment
         any of the securities being registered which remain unsold at the
         termination of the offering.

 (b) The undersigned registrant hereby undertakes that, for purposes of
     determining any liability under the Securities Act, each filing of the
     registrant's annual report pursuant to Section 13(a) or Section 15(d) of
     the Exchange Act that is incorporated by reference in this registration
     statement shall be deemed to be a new registration statement relating to
     the securities offered therein, and the offering of such securities at
     that time shall be deemed to be the initial bona fide offering thereof.

 (c) Insofar as indemnification for liabilities arising under the Securities
     Act may be permitted to directors, officers and controlling persons of the
     registrant pursuant to the provisions set forth or described in Item 6 of
     this Registration Statement, or otherwise, the registrant has been advised
     that in the opinion of the Securities and Exchange Commission such
     indemnification is against public policy as expressed in the Securities
     Act and is, therefore, unenforceable.  In the event that a claim for
     indemnification against such liabilities (other than the payment by the
     registrant of expenses incurred or paid by a director, officer or
     controlling person of the registrant in the successful defense of any
     action, suit or proceeding, or claims to the extent covered by contracts
     of insurance) is asserted by such director, officer or controlling person
     in connection with the securities being registered, the registrant will,
     unless in the opinion of its counsel the matter has been settled by
     controlling precedent, submit to a court of appropriate jurisdiction the
     question whether such indemnification by it is against public policy as
     expressed in the Securities Act and will be governed by the final
     adjudication of such issue.

                                 SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Tampa, State of Florida, on June
24, 1999.

                                EXCAL ENTERPRISES, INC.

                                By/S/ W. CAREY WEBB
                                  W. Carey Webb
                                  President and Chief Executive Officer

                          SPECIAL POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears on the Signature Page to this registration statement constitutes and
appoints W. Carey Webb and R. Park Newton, III, and each or any of them, his
or her true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities to sign any and all amendments
(including post-effective amendments to this registration statement and any
and all registration statements filed pursuant to Rule 462(b) under the
Securities Act of 1933), and to file the same, with all exhibits and other
documents in connection therewith, with the Securities and Exchange
Commission, and grants unto said attorneys-in-fact and agents, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or his or her
substitute or substitutes may lawfully do or cause to be done by virtue
hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

Date:  June 24, 1999            /S/ W. CAREY WEBB
                                W. Carey Webb
                                President and Chief Executive Officer

Date:  June 24, 1999            /S/ R. PARK NEWTON, III
                                R. Park Newton, III,
                                Chairman of the Board and Director

Date:  June 24, 1999            /S/ TIMOTHY R. BARNES
                                Timothy R. Barnes
                                Vice President, Chief Financial Officer and
                                Principal Accounting Officer

Date:  June 24, 1999            /S/ W. ARIS NEWTON
                                W. Aris Newton, Director

Date:  June 24, 1999            /S/ JOHN L. CASKEY
                                John L. Caskey, Director

                              INDEX TO EXHIBITS

Exhibit
Number   Description of Document

4A      Nonqualified Stock Option Agreement dated as of September 28, 1998
        between the Registrant and R. Park and Francine H. Newton (filed as
        Exhibit 10.14 to the Registrant's Form 10-QSB for the fiscal quarter
        ended December 31, 1998 and incorporated herein by reference).

4B      Nonqualified Stock Option Agreement dated as of January 26, 1999
        between the Registrant and R. Park and Francine H. Newton (filed as
        Exhibit 10.16 to the Registrant's Form 10-QSB for the fiscal quarter
        ended December 31, 1998 and incorporated herein by reference).

4C      Nonqualified Stock Option Agreement dated as of September 28, 1998
        between the Registrant and Timothy R. Barnes (filed as Exhibit 10.3
        to the Registrant's Form 10-QSB for the fiscal quarter ended
        December 31, 1998 and incorporated herein by reference)

5       Opinion of Foley & Lardner

23A     Consent of Foley & Lardner (included in Exhibit 5)

23B     Consent of Pender, Newkirk & Co.

24      Power of Attorney (included with signature pages to the registration
        statement