UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549


                                    FORM 8-K



                                 CURRENT REPORT



      PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

                                December 21, 1998
                                -----------------
                                 Date of Report


                        Commission file number 333-42623

                             THE THAXTON GROUP, INC.
                             -----------------------
         (Name of small business registrant as specified in its charter)


       South Carolina                                   57-0669498
       --------------                                   ----------
(State or other jurisdiction of                       (IRS employer
 incorporation or organization)                     Identification no.)


              1524 Pageland Highway, Lancaster South Carolina 29270
              -----------------------------------------------------
                    (Address of principal executive offices)

                   Registrant's telephone number: 803-285-4337



ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

On December 14, 1998, The Thaxton Group, Inc. ("The Company") notified KPMG Peat
Marwick, LLP ("KPMG") that it was terminating KPMG's appointment as the
Company's independent accountants. That termination was approved by the
Company's Board of Directors, which also approved the engagement of Cherry
Bekaert & Holland, LLP ("CB&H") as the Company's independent accountants for the
1998 fiscal year. The determination to change the Company's principal accounting
firm was recommended to the Board of Directors by its Audit Committee.

KPMG's report on the Company's financial statements for the past two fiscal
years did not contain an adverse opinion or a disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope, or accounting principles.

During the past two fiscal years and subsequent interim periods, there were no
disagreements on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreements, if
not resolved to the satisfaction of KPMG, would have caused KPMG to make
reference to the subject matter of the disagreement in connection with its
reports.


ITEM 7. EXHIBITS

There are no exhibits submitted with filing.

                                   SIGNATURES

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

Thaxton Group, Inc.

By:         /s/  James D. Thaxton
            ----------------------------
                 Chief Executive Officer

            /s/  Allan F. Ross
            ----------------------------
                 Chief Financial Officer