SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT


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


                DATE OF EARLIEST REPORTED EVENT DECEMBER 17, 1998



                               NEWMARK HOMES CORP.
              (Exact name of Registrant as specified in its charter)




            NEVADA                   333-42213                  76-0460831
 (State or other jurisdiction of    (Commission               (IRS Employer
 incorporation  or organization)     File Number)         Identification Number)


                            1200 SOLDIERS FIELD DRIVE
                            SUGAR LAND, TEXAS  77479
              (Address of Registrant's principal executive offices)


                                  281-243-0100
              (Registrant's telephone number, including area code)




                                       N/A
          (Former name or former address, if changed since last report)



ITEM  1.  CHANGES  IN  CONTROL  OF  THE  REGISTRANT

The  Registrant  has  been advised that the holder of shares representing 80% of
the  Registrant's outstand-ing common stock, $.01 par value (the "Common Stock")
has pledged those shares in support of a commercial loan.  Pacific Realty Group,
Inc.,  a  Nevada  corporation  ("PRG"),  which is the wholly owned subsidiary of
Pacific  USA  Holdings  Corp., a Texas corporation ("PUSA"), which is the wholly
owned  subsidiary  of Pacific Electric Wire & Cable Co., Ltd., beneficially owns
9,200,000  shares  (the  "Shares")  of  Common  Stock  of  the Registrant, which
represent  80%  of  the issued and outstanding Common Stock.  PRG has pledged to
certain  banks  all  of  the  Shares  in  conjunc-tion with a Loan Agreement, as
described  below.

On  December 17, 1998, PUSA and a sister corporation entered into an $85 million
loan  agreement  (the  "Loan Agreement") with a commercial bank (the "Bank"), in
the  ordinary  course  of  their  business  and, in connection there-with and in
support  of the obligation of its parent corporation and the sister corporation,
PRG  pledged  as  collateral  all  of  the  Shares  to  the  Bank.



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,  thereunto  duly  authorized.

NEWMARK  HOMES  CORP.
January  4,  1999



By:    /s/  Michael  K.  McCraw
- ------------------------------------------
            Michael  K.  McCraw,  Chairman