WASHINGTON HOMES INC
10-Q, 1999-03-17
OPERATIVE BUILDERS
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16
10q0199 prepared by: LAB
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                        
                                        
                                    FORM 10-Q
                                        
                                        
           [ X ]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                          OF SECURITIES EXCHANGE ACT OF 1934
                                        
                For the Quarterly Period Ended: January 31, 1999
                                        
                                       or
                                        
           [   ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                          OF SECURITIES EXCHANGE ACT OF 1934
                                        
                                        
                         Commission file number:  1-7643
                                        
                             WASHINGTON HOMES, INC.
             (Exact name of registrant as specified in its charter)


          MARYLAND                                52-0818872
     (State or other jurisdiction of              (IRS Employer
     Incorporation or organization)               Identification No.)
               
     1802 Brightseat Road, Landover, MD            20785-4235
     (Address of principal executive offices)      (Zip Code)

                                 (301) 772-8900
               (Registrant's telephone number including area code)


     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                             YES _X_         NO ___

Number of shares of each of the registrant's classes of common stock outstanding
at January 31, 1999:

        Class                            Number of
                                         Shares
        Common Stock (voting), $.01 par    7,914,433
        value
        Common Stock (non-voting), $.01       28,330
        par value



                             WASHINGTON HOMES, INC.
                                    FORM 10-Q
                                        
                                TABLE OF CONTENTS


                                                        Page
PART I. FINANCIAL INFORMATION                          
                                                            
                                                            
     ITEM 1. Financial Statements                           
Condensed Consolidated Balance Sheets                       
- - January 31, 1999 and July 31, 1998 (Unaudited)           3
                                                            
Condensed Consolidated Statements of Net Earnings           
- -  Three Months and Six Months Ended January 31, 1999      4
and 1998 (Unaudited)
                                                            
Condensed Consolidated Statement of Shareholder's           
Equity                                                     5
- -  Six Months Ended January 31, 1999 (Unaudited)
                                                            
Condensed Consolidated Statements of Cash Flows              
- -  Six Months Ended January 31, 1999 and 1998               6
(Unaudited)
                                                            
Notes to Condensed Consolidated Financial Statements       7
(Unaudited)
                                                            
     ITEM 2.  Management's Discussion and Analysis of       
Financial Condition and Results of Operations              8
                                                            
                                                            
                                                            
PART II. OTHER INFORMATION                                  
                                                            
     ITEM 4.  Submission of Matters to a Vote of          13
Security Holders
                                                            
     ITEM 6.  Exhibits and Reports on Form 8-K            13
                                                            
SIGNATURES                                                14


PART 1. ITEM 1.  Financial Statements

                     WASHINGTON HOMES, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)

<TABLE>
ASSETS                                   January 31,  July 31,
                                             1999       1998
                                             (in thousands)
<S>                                      <C>          <C>
     Cash and cash equivalents               $  7,824  $ 10,321
     Residential inventories                  120,844   113,198
     Excess of cost over net assets             5,915     6,015
acquired, net
     Investment in joint ventures               4,348     2,848
     Other                                     13,485    13,590
 Total Assets                                $152,416  $145,972
                                                               
                                                               
LIABILITIES AND SHAREHOLDERS' EQUITY                           
                                                               
Liabilities                                                    
     Notes and loans payable                  $64,527   $58,255
     Trade accounts payable                    17,515    21,647
     Income taxes                               3,796     3,217
     Other                                      5,200     4,583
Total Liabilities                              91,038    87,702
                                                               
Shareholders' Equity                                           
     Common Stock                                              
     15,000,000 shares voting common                           
stock authorized, 7,914,433 shares                 79        79
issued and outstanding;
     1,100,000 shares non-voting common                        
stock authorized, 28,330 shares issued              0         0
and outstanding;
     Additional paid - in capital              35,147    35,147
     Retained earnings                         26,152    23,044
Total Shareholders' Equity                     61,378    58,270
                                                               
Total Liabilities and Shareholders'          $152,416  $145,972
Equity
</TABLE>





See accompanying Notes.





                     WASHINGTON HOMES, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF NET EARNINGS
                                   (Unaudited)


<TABLE>

                                  Three Months Ended  Six Months Ended
                                      January 31,        January 31,
                                       1999      1998    1999      1998
                                     (in thousands except per share
                                                amounts)
<S>                               <C>        <C>      <C>       <C>
Revenues                                                               
     Homebuilding                   $70,723   $45,916  $138,468 $86,953
     Land sales                       2,598     1,545     3,073   2,737
     Other income                       941       574     1,849   1,151
          Total revenues             74,262    48,035   143,390  90,841
                                                                       
Expenses                                                               
     Cost of sales - homebuilding    57,329    37,906   112,755  71,182
     Cost of sales - land             2,468     1,585     2,909   2,426
     Selling, general and             9,626     7,055    18,997  13,191
administrative
     Interest                         1,556     1,056     3,070   1,993
     Financing fees                     196       197       398     331
     Amortization and                   106        99       203     197
depreciation expense
          Total expenses             71,281    47,898   138,332  89,320
                                                                       
Earnings before income taxes          2,981       137     5,058   1,521
                                                                       
     Income tax expense               1,142        73     1,950     721
                                                                       
Net earnings                         $1,839     $  64    $3,108    $800
                                                                       
Basic and Diluted Earnings per                                         
common share,                       $  0.23   $  0.01    $ 0.39  $ 0.10
    7,942,763 weighted average
shares outstanding
</TABLE>


See accompanying Notes.





                     WASHINGTON HOMES, INC. AND SUBSIDIARIES
            CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
                        Six Months Ended January 31, 1999
                                   (Unaudited)
                                 (in thousands)



<TABLE>

                                          Additional                     Total
                          Common Stock      Paid -in   Retained  Shareholders'
                         Voting     Non      Capital   Earnings         Equity
                                 voting
<S>                      <C>     <C>     <C>         <C>        <C>
Balance, August 1, 1998     $79      $0      $35,147    $23,044        $58,270
                                                                              
Net earnings                 --      --           --      3,108          3,108
                                                                              
Balance, January 31,        $79      $0      $35,147    $26,152        $61,378
1999
</TABLE>








See accompanying Notes.
















                     WASHINGTON HOMES, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>

                                            Six Months Ended January 31,
                                                      1999           1998
                                                   (in thousands)
<S>                                        <C>             <C>
Cash flows from operating activities:                      
Net earnings                                        $3,108         $  800
Adjustments to reconcile net earnings to                                 
net cash used in operating activities:
Amortization and depreciation                          203            197
Changes in assets and liabilities:                                       
Residential inventories                            (7,646)        (1,134)
Other assets                                           151            231
Trade accounts payable                             (4,132)        (4,059)
Income taxes                                           579           (28)
Other liabilities                                      617          (958)
Net cash used in operating activities              (7,120)        (4,951)
                                                                         
Cash flows from investing activities:                                    
Purchases of property and equipment, net             (149)           (48)
of disposals
Investment in and advances to joint                (1,500)           (10)
ventures
Net cash used in investing activities              (1,649)           (58)
                                                                         
Cash flows from financing activities:                                    
Proceeds from notes and loans payable              101,967         43,421
Repayments of notes and loans payable             (95,695)       (39,805)
Net cash provided by financing activities            6,272          3,616
                                                                         
Net decrease in cash and cash equivalents          (2,497)        (1,393)
                                                                         
Cash and cash equivalents, beginning of             10,321         10,313
period
                                                                         
Cash and cash equivalents, end of period           $ 7,824        $ 8,920
</TABLE>

See accompanying Notes.

                     WASHINGTON HOMES, INC. AND SUBSIDIARIES
                                        
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


1.   Organization and Basis of Presentation

     The unaudited condensed consolidated financial statements include the
accounts of Washington Homes, Inc. and its wholly-owned subsidiaries (the
"Company").

     The Company is principally engaged in the business of the construction and
sale of residential housing.  All significant intercompany balances and
transactions have been eliminated in consolidation.

     The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and SEC regulations.  Accordingly, they do not
include all of the information and notes required by generally accepted
accounting principles for complete financial statements.  In the opinion of
management, all adjustments (consisting only of normal recurring accruals)
considered necessary for a fair presentation have been included.  These
condensed consolidated financial statements should be read in conjunction with
the financial statements and notes thereto in the Company's Annual Report to
Shareholders for the year ended July 31, 1998.  Operating results for the three
and six months ended January 31, 1999 are not necessarily indicative of the
results that may be expected for the year ending July 31, 1999.

2.   Shareholders' Equity

     Common Stock.  The Company has 7,942,763 shares of Common Stock outstanding
at January 31, 1999 of which 7,914,433 are voting and 28,330 are non-voting.
Except for voting rights, the non-voting common stock is substantially the same
as the Company's voting common stock.  The non-voting common stock can be
converted into voting common stock on a share-for-share basis at anytime at the
option of the holder in connection with certain sale transactions.


3.   Earnings Per Share

     Earnings per common share are based on the weighted average number of
shares of common stock outstanding during each period.  Basic and fully diluted
earnings per share are the same for all periods presented.






4.   Notes and Loans Payable

     Notes and loans payable consist of the following:
<TABLE>
                                January 31,      July 31,
                                       1999          1998
                                    (in thousands)
     <S>                      <C>           <C>
     Senior Notes                   $28,667       $43,000
     Revolving Credit                33,038        12,197
     Facilities
     Land Acquisition and             2,822         3,058
     Other
                                    $64,527       $58,255
</TABLE>


     Senior Notes.  In April 1994, the Company issued $43,000,000 principal
amount of Senior Notes.  Two series of Senior Notes were issued:  $30,000,000
with a fixed rate of 8.61% per annum, with interest payable semi-annually
beginning in October 1994 and $13,000,000 with a floating rate of LIBOR plus
2.4% (7.37% at January 31, 1999), with interest payable July 1994 and either
quarterly or semi-annually thereafter at the option of the Company.  Beginning
April 1998 interest became payable on a quarterly basis for both series of
Senior Notes.  Principal repayments are due in three equal annual installments
commencing in October 1998 and continuing to October 2000.  The first principal
repayment of $14,333,333 was made in October 1998.

     Revolving Credit Facility. At January 31, 1999, the Company had a $70
million facility to fund land acquisition and home construction, letters of
credit, and the initial principal repayment on its Senior Notes.  The facility
has a maturity date (which may be extended) of October 30, 2000.  At January 31,
1999, $33.0 million was outstanding.  Borrowings under the facility bear
interest at 30 day LIBOR (4.94% at January 31, 1999) plus either 1.55% or 1.75%,
depending upon the mix of collateral and are secured by the related inventory.

     Land Acquisition Loans.  The Company has loans with various land sellers
and lenders for the acquisition of land which bear interest at fixed rates
ranging from 8.0% to 10% or variable rates of prime to prime plus 1% and are
collateralized by the related land under development.

     Interest Rate Swap.  In January 1998, the Company entered into an interest
rate swap agreement to manage interest rate exposure on the Company's variable
rate debt.  Amounts to be paid or received under the swap agreement are accrued
as interest rates change and are recognized over the life of the swap agreement
as an adjustment to interest expense.  The fair value of the swap agreement was
not recognized in the consolidated financial statements, since it is accounted
for as a hedge.  This swap agreement expires in January 2002 and effectively
converts $15 million of variable LIBOR based borrowings to a fixed LIBOR of
5.67% at January 31, 1999.



ITEM 2.  Management's Discussion and Analysis of Financial Condition and Results
of Operations

Annual Operating Cycle

     The homebuilding industry in general and the operations of the Company are
seasonal in nature.  The number of new orders signed is generally higher in the
period from February through May compared to the balance of the year.
Deliveries peak in the fiscal quarter ending July 31 as a substantial portion of
homes for which contracts were written during the fiscal quarter ending April 30
are delivered.  Delivery volume is relatively constant during the remainder of
the year.  Backlog is the number of homes under contract but not delivered at
the end of the period.  Revenue is recognized upon the delivery of finished
homes.  The following table, which sets forth the quarterly operating results
for the Company during the last five fiscal quarters, illustrates this cycle:
<TABLE>

                                    Three Months Ended
                   January  April 30,  July 31,   October    January 31,
                  31, 1998     1998      1998     31, 1998       1999
                                  (dollars in thousands)
<S>               <C>        <C>       <C>       <C>         <C>
Selected                                                     
Operating Data
Revenues             $45,916   $52,262   $93,896    $67,745       $70,723
- -homebuilding
Number of homes          290       340       584        407           427
delivered
Number of net new        382       640       398        430           432
orders
Number of homes          707     1,007       821        844           849
in backlog
Sales value of      $118,464  $168,726  $141,619   $147,100      $153,947
backlog
</TABLE>







Geographic Breakdown of Operations

Set forth below is information for the Company's operations by geographic
markets:


<TABLE>
                               Three Months   Six Months
                                   Ended         Ended
                                January 31,   January 31,
<S>                            <C>    <C>    <C>    <C>
Net New Orders                   1999   1998   1999   1998
Maryland                          116     79    261    166
Virginia                          129     94    231    163
North Carolina                    150    170    288    270
Nashville                          29     23     61     43
Pittsburgh                          8     16     21     29
                                  432    382    862    671
</TABLE>



<TABLE>
                               Three Months    Six Months
                                   Ended         Ended
                                January 31,   January 31,
<S>                            <C>      <C>   <C>    <C>
Homes Delivered                   1999  1998    1999  1998
Maryland                           126    94     241   172
Virginia                            90    60     173   119
North Carolina                     153   116     334   216
Nashville                           42     8      56    26
Pittsburgh                          16    12      30    22
                                   427   290     834   555
</TABLE>



<TABLE>
                                     
                                January 31,
<S>                            <C>      <C>
Backlog of Sold Homes             1999  1998
Maryland                           260   222
Virginia                           234   182
North Carolina                     282   239
Nashville                           47    33
Pittsburgh                          26    31
                                   849   707
</TABLE>





Results of Operations

Three Months Ended January 31, 1999 Compared to Three Months Ended January 31,
1998

     Total revenues increased 55% to $74.3 million during the three months ended
January 31, 1999 compared to $48.0 million during the three month period ended
January 31, 1998 as the number of homes delivered increased to 427 in the second
quarter of fiscal 1999 from 290 homes in the second quarter of fiscal 1998. The
increased level of revenues reflects strong housing markets resulting from
generally strong economy and low interest rates for home mortgages. In
particular, the Maryland and Virginia markets have shown significant increases
as each market gains momentum in its recovery.   The average sales price of
homes delivered increased to $165,500 for the second quarter of fiscal 1999 from
$158,200 for the second quarter of fiscal 1999.  The change in average selling
price is due to a larger single family mix as opposed to townhouses and the
opportunity to raise selling prices due to a stronger level of demand.  Changes
in the average selling price of homes delivered may vary from period to period
based on product mix and pricing of specific communities.

     Revenues from land sales were $2.6 million for the three months ended
January 31, 1999 as compared to $1.5 million during the same three month period
in fiscal 1998.   Gross profit from land sales increased $170,000 from a gain of
$129,000 in the three months ended January 31, 1999 compared to a loss of
$41,000 in the same three month period in fiscal 1998.

     Other income increased $367,000 to $941,000 during the three months ended
January 31, 1999 compared to $574,000 in the same three month period in fiscal
1998.  The increase is mainly attributable to the profits from the Company's
fully owned mortgage subsidiary, which acts as a broker for originating loans.

     Gross profit as a percentage of revenues from homes delivered increased to
18.9% during the three months ended January 31, 1999 compared to 17.4% during
the same three month period in fiscal 1998.  The increase in gross profit
margins is due to a combination of favorable market conditions and cost
reduction initiatives implemented during fiscal 1998.

     Selling, general and administrative expenses increased to $9.6 million
during the three month period ended January 31, 1999, compared to $7.1 million
in the same three month period in fiscal 1998.   The increase is principally due
to an increase of 47% in deliveries.   Selling, general and administrative
expenses decreased as a percentage of homebuilding revenue to 13.6% in the three
months ended January 31, 1999, compared to 15.4% for the same period in fiscal
1998 as a result of the increase in revenues.

     Operating income (earnings before interest, financing fees and taxes)
increased to $4.7 million in the three months ended January 31, 1999 compared to
$1.4 million for the same period in fiscal 1998 and increased as a percentage of
homebuilding revenues to 6.7% from 3.0% for the same period in fiscal 1998.

     Interest and financing fees increased to $1.8 million during the three
months ended January 31, 1999 compared to $1.3 million in the same three month
period in fiscal 1998 as the Company has higher inventory levels associated with
the higher backlog.


Six Months Ended January 31, 1999 Compared to Six Months Ended January 31, 1998

     Total revenues increased $52.6 million (58%) to $143.4 million during the
six months ended January 31, 1999 compared to $90.8 million during the six month
period ended January 31, 1998.  The number of homes delivered increased 50% to
834 homes in the first half of fiscal 1999 from 555 homes in the first half of
fiscal 1998.  During this period the average sale price of homes delivered
increased to $166,000 in the first half of fiscal 1999 from $156,600 in the
first half of fiscal 1998.  Changes in average selling price of homes delivered
may vary from period to period based on product mix and pricing of specific
communities.

     Revenues and gross profit from land sales were $3.1 million and $164,000,
respectively, for the six month period ended January 31, 1999 compared to $2.7
million and $311,000 during the six month period in fiscal 1998.

     Gross profit as a percentage of revenues from homes delivered increased to
18.6% during the six month period ended January 31, 1999 compared to 18.1% for
the six month period ended January 31, 1998.   The increase is primarily due to
the cost reduction initiatives previously mentioned.

     Selling, general and administrative expenses increased $5.8 million to
$19.0 million during the six month period ended January 31, 1999 compared to
$13.2 million for the six month period in fiscal 1998.  The increase is related
to the revenue increases, however, the selling, general and administrative
expenses as a percentage of homebuilding revenue have decreased from 15.2% for
the six months ended January 31, 1998 to 13.7% for the same six month period
this year.   Although a portion of the Company's selling, general and
administrative expenses are variable with revenue fluctuations, a more
significant portion of these expenses are fixed components which causes a
favorable impact as revenue increases.

     Operating income (earnings before interest, financing fees and taxes)
increased to $8.5 million in the six months ended January 31, 1999 compared to
$3.8 million for the same period in fiscal 1998.  In addition, operating income
as a percentage of  homebuilding revenues increased to 6.2% during the first
half of fiscal 1999 compared to 4.4% during the first half of fiscal 1998.

     Interest and financing fees increased to $3.5 million in the six months
ended January 31, 1999 as compared to $2.3 million for the same period in fiscal
1998 but decreased as a percentage of homebuilding revenues to 2.5% from 2.7%.


Capital Resources and Liquidity

     Funding for the Company's residential building and land development
activities is provided principally by cash flows from operations and borrowings
from banks and other financial institutions.  The Company's capital needs depend
upon its sales volume, asset turnover, land purchases and inventory levels.

     At January 31, 1999, the Company had cash and cash equivalents of $7.8
million of which $566,700 was restricted to collateralize customer deposits and
other escrows.  The remaining  $7.2 million was available to the Company.

     The Company had $101 million in borrowing availability from various lending
institutions and land sellers of which $64.5 million was outstanding at January
31, 1999.

     The Company believes that it will be able to fund its activities through
fiscal 1999 with a combination of operating cash flow, existing cash balances
and borrowings from banks and other lending institutions.  Except for ordinary
expenditures for the construction of homes and acquisition and development of
land, the Company does not have any material commitments for capital
expenditures at the present time.


Year 2000 Issues

     The Year 2000 (Y2K) issue is the result of computer programs being written
using two digits rather than four to define the applicable year.  If not
corrected, computer software programs that have time-sensitive software may not
recognize dates beginning in the year 2000.  This could result in system
failures or miscalculations which could cause personal injury, property damage,
disruption of operations, and/or delays in payment from the Company's customers
all of which could materially adversely effect the Company's business, financial
condition or results of operations.

     The problem also extends to many "non-IT" systems; that is, operating and
control systems that rely on embedded chip systems.  In addition, like every
other business enterprise, the Company is at risk from Y2K failures on the part
of its major business counterparts, including third party vendors, as well as
potential failures in public and private infrastructure services, including
electricity, water, gas, transportation and communications.

     System failures resulting from the Y2K problem could adversely affect
operations and financial results in all of the Company's operating businesses.
Failures may affect important operations as accounts payable, loan origination
and payroll operations, as well as other routine business operations.

     The Company has completed an assessment of its computer systems, to
identify computer hardware, software and process control systems that are not
Y2K compliant.  The Company presently believes that its business-critical
computer systems, which are not presently Y2K compliant, will be replaced,
upgraded or modified prior to December 31, 1999.  The costs of the Company's Y2K
compliance efforts are being funded with cash flows from operations and are
estimated to be approximately $250,000.  The Company has a draft contingency
plan that is expected to be finalized by June 30, 1999.

     The Company is in the process of surveying its significant vendors,
subcontractors, suppliers and financial institutions to assess the status of
their Y2K issues.  Responses and non-responses will be evaluated over the next
quarter as part of the Company's Y2K plan.  The Company cannot determine to what
extent the Y2K issue will affect its vendors, subcontractors, suppliers and
financial institutions and, consequently, the Company.

     Based upon its efforts to date, the Company believes that the vast majority
of both its IT and its non-IT systems, including all critical and important
systems, will remain up and running after January 1, 2000.  Accordingly, the
Company does not currently anticipate that internal systems failures will result
in any material adverse effect to its operations or financial condition.  During
1999, the Company will also continue and expand its efforts to ensure that major
third-party vendors and providers of infrastructure services, such as utilities
and communications services, will also be prepared for the year 2000, and to
develop contingency plans if considered necessary to address any failures on
their part to become Y2K compliant.  At this time, the Company believes that the
most likely "worst case" scenario involves potential disruptions in the areas in
which the Company's operations must rely on such third parties whose systems may
not work properly after January 1, 2000.  While such failures could affect
important operations of the Company and its subsidiaries, either directly or
indirectly, in a significant manner, the Company cannot at present estimate
either the likelihood or the potential cost of such failures.

     The foregoing assessment of the impact of the Y2K problem is based on
management's best estimate at the present time, and could change substantially.
There can be no guarantee that these estimates will prove accurate, and actual
results could differ from those estimated if these assumptions prove inaccurate.


Forward Looking Statements

      Certain statements in this Form 10-Q report, as well as statements made by
the Company in periodic press releases, oral statements made by the Company's
officials to analysts and shareholders in the course of presentations about the
Company and conference calls following quarterly earnings releases, may be
construed as Forward-Looking Statements, as defined in the Private Securities
Litigation Reform Act of 1995 (the Reform Act).  Such statements may involve
unstated risks, uncertainties and other factors that may cause actual results to
differ materially.  Such risks, uncertainties and other factors include, but are
not limited to, changes in general economic conditions; fluctuations in interest
rates; increases in costs and materials, supplies and labor; and general
competitive conditions.





PART II.  OTHER INFORMATION

ITEM 4.  Submission of Matters to a Vote of Security Holders

(a)  The registrant's annual meeting of shareholders was held on November 20,
  1998.

(b)  Shareholders elected the following persons as members of the Board of
  Directors to serve until the next annual meeting and until their successors
 are elected and qualified:

                              Votes For:
          Geaton A. DeCesaris, Sr.      6,913,609
          Geaton A. DeCesaris, Jr.      6,915,609
          Thomas Connelly               6,915,709
          Paul C. Sukalo                6,915,609
          Ronald M. Shapiro             6,913,709
          Richard B. Talkin             6,915,709
          Richard S. Frary              6,915,709
          Thomas J. Pellerito           6,913,009

(c)  The following additional matter was approved at the Annual Meeting:

          Appointment of Deloitte & Touche LLP as independent public accountants
          for the registrant and its subsidiaries for the year ending July
          31,1999 which appointment was approved by a vote of 7,002,189 for,
          3,181 against and 7,535 abstentions.


ITEM 6.  Exhibits and Reports on Form 8-K

     (a)  Exhibits

          27.  Financial Data Schedule

     (b)  Reports on Form 8-K

     The registrant did not file any reports on Form 8-K during the quarter
ended January 31, 1999.











                                   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.

                         WASHINGTON HOMES, INC.
                         (Registrant)



Date:  March 17, 1999             By: /s/ Geaton A. DeCesaris, Jr.
                                  Geaton A. DeCesaris, Jr.
                                  President and Chief Executive Officer



Date:  March 17, 1999             By: /s/ Clayton W. Miller _____
                                  Clayton W. Miller
                                  Principal Accounting Officer
                                                                                


<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
REGISTRANT'S CONDENSED CONSOLIDATED BALANCE SHEET AND CONDENSED CONSOLIDATED
STATEMENT OF NET EARNINGS AT AND FOR THE PERIOD ENDED JANUARY 31, 1999 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
       
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