EXHIBIT 99



                              FRONT OF PROXY CARD

                  HOMEPLEX MORTGAGE INVESTMENTS CORPORATION
                      BOARD OF DIRECTORS PROXY FOR THE
                               ANNUAL MEETING
          OF STOCKHOLDERS AT 8:00 A.M. WEDNESDAY, DECEMBER 18, 1996
           THE WIGWAM RESORT HOTEL LITCHFIELD PARK, ARIZONA  85340

          The undersigned stockholder of Homeplex Mortgage Investments
Corporation (the "Company") hereby appoints Alan D. Hamberlin and Jay R.
Hoffman or either of them, as proxies, each with full powers of substitution,
to vote the shares of the undersigned at the above-stated Annual Meeting and at
any adjournment(s) thereof on the following proposals:

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         (1)     The Merger and related transactions, including the issuance of
                 up to approximately 4,700,000 shares of Homeplex's common
                 stock

                        [ ] FOR          [ ] AGAINST      [ ] ABSTAIN

         (2)     The Charter Amendment to amend the Articles of Incorporation
                 of Homeplex

                        [ ] FOR          [ ] AGAINST      [ ] ABSTAIN

         (3)     Election of William W. Cleverly, Steven J. Hilton and Alan D.
                 Hamberlin as Class I Post Merger Directors and Robert G.
                 Sarver and C. Timothy White as Class II Post Merger Directors

                 FOR all nominees (except as             WITHHOLD AUTHORITY   
                 provided to the contrary below) [ ]     to vote for all      
                                                         nominees            [ ]

                 (INSTRUCTION:  TO WITHHOLD AUTHORITY TO VOTE FOR ANY
                 INDIVIDUAL NOMINEE, WRITE THAT NOMINEE'S NAME HERE):

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         (4)     Election of Alan D. Hamberlin, Jay R. Hoffman, Larry E. Cox,
                 Mark A. McKinley and Gregory K. Norris as Pre Merger Directors

                 FOR all nominees (except as             WITHHOLD AUTHORITY   
                 provided to the contrary below)   [ ]   to vote for all    
                                                         nominees            [ ]

                 (INSTRUCTION:  TO WITHHOLD AUTHORITY TO VOTE FOR ANY
                 INDIVIDUAL NOMINEE, WRITE THAT NOMINEE'S NAME HERE):

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         (5)     Issuance of Hamberlin Stock Options to Alan D. Hamberlin in
                 lieu of Hamberlin PSRs

                        [ ] FOR          [ ] AGAINST      [ ] ABSTAIN

         (6)     The Stock Option Extension to amend the Stock Option Plan and
                 related stock option agreements

                        [ ] FOR          [ ] AGAINST      [ ] ABSTAIN

         (7)     In their discretion, the proxies are authorized to vote upon
                 such other business or matters as may properly come before the
                 meeting or any adjournments thereof.

                (CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE)








                               BACK OF PROXY CARD




                         (CONTINUED FROM REVERSE SIDE)


         THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND WILL
BE VOTED IN ACCORDANCE WITH THE SPECIFICATIONS MADE ON THE REVERSE SIDE.  IF A
CHOICE IS NOT INDICATED WITH RESPECT TO ITEMS (1) AND (2) THIS PROXY WILL BE
VOTED "AGAINST" SUCH ITEM.  IF A CHOICE IS NOT INDICATED WITH RESPECT TO ITEMS
(3), (4), (5) OR (6) THIS PROXY WILL BE VOTED NEITHER "FOR" NOR "AGAINST" SUCH
ITEM.  THE PROXIES WILL USE THEIR DISCRETION WITH RESPECT TO ANY MATTER
REFERRED TO IN ITEM (7).  THIS PROXY IS REVOCABLE AT ANY TIME BEFORE IT IS
EXERCISED AS SET FORTH IN THE PROXY STATEMENT/PROSPECTUS.

         Receipt herewith of the Notice of Annual Meeting and Proxy Statement,
dated November 12, 1996, is hereby acknowledged.

         PLEASE SIGN, DATE AND MAIL TODAY.



Signature(s) ____________________________________________ (Date) ______________

NOTE:  Please sign as name appears hereon.  Joint owners should each sign.
When signing as attorney, executor, administrator, trustee or guardian, please
give full title as such.