HOVNANIAN ENTERPRISES INC, S-3, 1999-04-08

HOVNANIAN ENTERPRISES INC
S-3, 1999-04-08
OPERATIVE BUILDERS

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<PAGE>

As filed with the Securities and Exchange Commission on April 8, 1999
Registration No. 333-
================================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

--------------------

FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933

--------------------

HOVNANIAN K. HOVNANIAN
ENTERPRISES, INC. ENTERPRISES, INC.
(Exact name of Registrant as specified in its charter)

Delaware New Jersey
(State or other jurisdiction of incorporation)

22-1851059 22-2423583
(I.R.S. Employer Identification No.)

10 Highway 35 10 Highway 35
P.O. Box 500 P.O. Box 500
Red Bank, New Jersey 07701 Red Bank, New Jersey 07701
(732) 747-7800 (732) 747-7800

(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)

SEE TABLE OF ADDITIONAL REGISTRANTS

--------------------

J. Larry Sorsby
Hovnanian Enterprises, Inc.
10 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
(732) 747-7800

(Name, address, including zip code, and telephone number, including area
code, of agent for service)

--------------------

Copies to:
Vincent Pagano, Jr., Esq.
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017-3954
(212) 455-2000

Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this registration statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [_]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]____________

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]_______________

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
<PAGE>

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
=================================================================================================================================
Proposed maximum
Title of each class of Amount to be Proposed maximum aggregate offering Amount of
securities to be registered registered offering price per unit price registration fee
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Debt Securities, Class A Common Stock,
Preferred Stock, Warrants(1)............ $1,000,000 100%(2) $1,000,000(2) $278

Guarantees of Hovnanian Enterprises,
Inc. of Debt Securities and
Warrants of K. Hovnanian Enterprises,
Inc. and Guarantees of Subsidiary
Guarantors of Debt Securities and
Warrants of Hovnanian Enterprises,
Inc. and K. Hovnanian Enterprises, Inc. (3) (3) (3) None
- ---------------------------------------------------------------------------------------------------------------------------------
Total.................................... $1,000,000(2) 100%(2) $1,000,000(2) $278
=================================================================================================================================
</TABLE>

(1) The Debt Securities registered hereby include such additional amount as may
be necessary so that, if Debt Securities are issued with an original issue
discount, the aggregate initial offering prices of all Debt Securities will
equal no more than $1,000,000. The Class A Common Stock registered hereby
includes Preferred Stock Purchase Rights (the "Rights"). The Rights are
associated with and trade with the Class A Common Stock. The value, if any,
attributable to the Rights is reflected in the market price of the Class A
Common Stock. There are also being registered hereunder an indeterminate
number of shares of Class A Common Stock as shall be issuable upon
conversion or redemption of Preferred Stock or Debt Securities registered
hereby.
(2) Estimated solely for the purpose of calculating the registration fee.
(3) No separate consideration will be received for the Guarantees.
Any securities registered hereunder may be sold separately or as units with
other securities registered hereunder.

Pursuant to Rule 429 under the Securities Act of 1933, as amended, the
Prospectus herein also relates to the remaining $100,000,000 of Debt Securities
registered on Form S-3 (Registration No. 33-61778) of K. Hovnanian Enterprises,
Inc. and $225,000,000 of Debt Securities, Warrants to purchase Debt Securities,
Preferred Stock and Class A Common Stock and 7,643,312 allocated shares of Class
A Common Stock of Hovnanian Enterprises, Inc. registered on Form S-3
(Registration No. 333-51991) of K. Hovnanian Enterprises, Inc. This Registration
Statement also constitutes Post-Effective Amendment No. 3 to Registration
Statement No. 33-61778 and Post-Effective Amendment No. 1 to Registration
Statement No. 333-51991 and upon the effectiveness of such Post-Effective
Amendments, this Registration Statement and Registration Statements No. 33-61778
and No. 333-51991 will relate to an aggregate of $226,000,000 of Class A Common
Stock, Preferred Stock, Debt Securities and Warrants to purchase Debt Securities
of Hovnanian Enterprises, Inc., Debt Securities guaranteed by Hovnanian
Enterprises, Inc. of K. Hovnanian Enterprises, Inc., and Warrants guaranteed by
Hovnanian Enterprises, Inc. to purchase Debt Securities of K. Hovnanian
Enterprises, Inc. (any or all of which Debt Securities and Warrants may be
guaranteed by the registrant Subsidiary Guarantors described herein) and
7,643,312 shares of Class A Common Stock of Hovnanian Enterprises, Inc.

The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

================================================================================
<PAGE>

TABLE OF ADDITIONAL REGISTRANTS

<TABLE>
<CAPTION>
State Or Other Address Including ZIP Code, And
Jurisdiction Of I.R.S. Employer Telephone Number Including Area
Exact Name Of Registrant Incorporation Or Identification Code, Of Registrant's Principal
As Specified In Its Charter Organization Number Executive Offices
- --------------------------- ---------------- -------------- --------------------------------
<S> <C> <C> <C>
K. Hovnanian at Hopewell Ill, Inc. New Jersey 22-1732674 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

Recreational Development Corp., Inc. New Jersey 22-1757811 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

Pine Brook Company, Inc. New Jersey 22-1762833 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Bedminster, Inc. New Jersey 22-1945452 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at The Bluff, Inc. New Jersey 22-1841019 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Atlantic City, Inc. New Jersey 22-1945458 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

Hovnanian Properties of Atlantic County, Inc. New Jersey 22-1945461 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

Montego Bay I Acquisition Corp., Inc. Florida 22-1945488 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

Pike Utilities, Inc. Florida 59-1321247 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

Arrow Properties, Inc. New Jersey 22-1945442 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian Real Estate Investment, Inc. New Jersey 22-1945444 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

Hovnanian Texas, Inc. Texas 22-1945449 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

Landarama, Inc. New Jersey 22-1978612 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
State Or Other Address Including ZIP Code, And
Jurisdiction Of I.R.S. Employer Telephone Number Including Area
Exact Name Of Registrant Incorporation Or Identification Code, Of Registrant's Principal
As Specified In Its Charter Organization Number Executive Offices
- --------------------------- ---------------- -------------- --------------------------------
<S> <C> <C> <C>
Tropical Service Builders, Inc. Florida 59-1426699 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

Hovnanian Pennsylvania, Inc. Pennsylvania 22-1097670 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian Properties of North Brunswick New Jersey 22-2057907 10 Highway 35, P.O. Box 500, Red
V, Inc. Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Mahwah VIII, Inc. New Jersey 22-2246316 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Wall Township IV, Inc. New Jersey 22-2262938 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Montville, Inc. New Jersey 22-2343552 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

Hovnanian of Palm Beach, Inc. Florida 59-1973196 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian Companies of Florida, Inc. Florida 22-2349530 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Freehold Township, Inc. New Jersey 22-2348977 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

Hovnanian Properties of Lake Worth, Inc. Florida 22-2360970 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian Companies of Pennsylvania, Inc. Pennsylvania 22-2390174 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian Properties of Hamilton, Inc. New Jersey 22-2380821 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Scotch Plains, Inc. New Jersey 22-2380821 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Wayne IV, Inc. New Jersey 22-2406468 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
State Or Other Address Including ZIP Code, And
Jurisdiction Of I.R.S. Employer Telephone Number Including Area
Exact Name Of Registrant Incorporation Or Identification Code, Of Registrant's Principal
As Specified In Its Charter Organization Number Executive Offices
- --------------------------- ---------------- -------------- --------------------------------
<S> <C> <C> <C>
Hovnanian Developments of Florida, Inc. Florida 22-24166224 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

Montego Bay II Acquisition Corp., Inc. Florida 22-2416620 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

Hovnanian of Palm Beach VII, Inc. Florida 22-2525727 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Wall Township II, Inc. New Jersey 22-2422378 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

Hovnanian of Palm Beach IX, Inc. Florida 22-2428059 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

Hovnanian at Tarpon Lakes I, Inc. Florida 22-2436504 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian Companies Northeast, Inc. New Jersey 22-2445216 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

Kings Grant Evesham Corp. New Jersey 22-2445215 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Manalapan, Inc. New Jersey 22-2442998 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Wall Township, Inc. New Jersey 22-2442914 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at East Brunswick VII, Inc. New Jersey 22-2459186 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian Companies of Central Jersey, New Jersey 22-2459186 10 Highway 35, P.O. Box 500, Red
Inc. Bank, NJ 07701
(732) 747-7800

Hovnanian of Palm Beach XI, Inc. Florida 22-2457945 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at South Brunswick II, Inc. New Jersey 22-2458485 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
State Or Other Address Including ZIP Code, And
Jurisdiction Of I.R.S. Employer Telephone Number Including Area
Exact Name Of Registrant Incorporation Or Identification Code, Of Registrant's Principal
As Specified In Its Charter Organization Number Executive Offices
- --------------------------- ---------------- -------------- --------------------------------
<S> <C> <C> <C>
K. Hovnanian at Lawrence Square, Inc. New Jersey 22-2571403 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Tarpon Lakes III, Inc. Florida 22-2510592 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Horizon Heights, Inc. New Jersey 22-2500651 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Reservoir Ridge, Inc. New Jersey 22-2510587 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Jersey City I, Inc. New Jersey 22-2562961 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian Investment Properties of New New Jersey 22-2541361 10 Highway 35, P.O. Box 500, Red
Jersey, Inc. Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Ft. Myers I, Inc. Florida 22-2652958 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Howell Township II, Inc. New Jersey 22-2562956 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Klockner Farms, Inc. New Jersey 22-2572443 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Jensen Beach, Inc. Florida 22-2572443 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

Molly Pitcher Construction Co., Inc. New Jersey 22-2577062 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Mahwah VII, Inc. New Jersey 22-2592139 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Wayne III, Inc. New Jersey 22-2607669 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian Properties of East Brunswick New Jersey 22-2577062 10 Highway 35, P.O. Box 500, Red
II, Inc. Bank, NJ 07701
(732) 747-7800
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
State Or Other Address Including ZIP Code, And
Jurisdiction Of I.R.S. Employer Telephone Number Including Area
Exact Name Of Registrant Incorporation Or Identification Code, Of Registrant's Principal
As Specified In Its Charter Organization Number Executive Offices
- --------------------------- ---------------- -------------- --------------------------------
<S> <C> <C> <C>
K. Hovnanian at Kings Grant I, Inc. New Jersey 22-2601064 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

The New Fortis corporation North Carolina 56-1458833 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Clarkstown, Inc. New York 22-2618176 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian Companies of New York, Inc. New York 22-2618171 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian Developments of New York, Inc. New York 22-2626492 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

Dryer Associates, Inc. New Jersey 22-2626494 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Pasco I, Inc. Florida 22-2636392 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Lakewood, Inc. New Jersey 22-2618178 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Martin Downs II, Inc. Florida 22-2593811 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian Aviation, Inc. Delaware 22-2627859 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian Investment Properties, Inc. New Jersey 22-2627866 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Ft. Myers II, Inc. Florida 22-2636393 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Bernards II, Inc. New Jersey 22-2643596 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at South Brunswick III, Inc. New Jersey 22-2652530 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
State Or Other Address Including ZIP Code, And
Jurisdiction Of I.R.S. Employer Telephone Number Including Area
Exact Name Of Registrant Incorporation Or Identification Code, Of Registrant's Principal
As Specified In Its Charter Organization Number Executive Offices
- --------------------------- ---------------- -------------- --------------------------------
<S> <C> <C> <C>
Minerva Group, Inc. New Jersey 22-2652839 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian Developments of New Jersey, New Jersey 22-2664563 10 Highway 35, P.O. Box 500, Red
Inc. Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Bridgewater V, Inc. New Jersey 22-2713924 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at North Brunswick II, Inc. New Jersey 22-2788417 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Washingtonville, Inc. New York 22-2717887 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Peekskill, Inc. New York 22-2718071 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Newark I, Inc. New Jersey 22-2722766 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Carmel, Inc. New York 22-2749185 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at East Windsor I, Inc. New Jersey 22-2741139 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

Parthenon Group, Inc. New Jersey 22-2748658 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Marlboro Township II, Inc. New Jersey 22-2748659 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Somerset III, Inc. New Jersey 22-2748659 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

R.C.K. Community Management Co., Inc. New York 22-2758195 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Montclair, NJ, Inc. New Jersey 22-2759221 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
State Or Other Address Including ZIP Code, And
Jurisdiction Of I.R.S. Employer Telephone Number Including Area
Exact Name Of Registrant Incorporation Or Identification Code, Of Registrant's Principal
As Specified In Its Charter Organization Number Executive Offices
- --------------------------- ---------------- -------------- --------------------------------
<S> <C> <C> <C>
K. Hovnanian at East Brunswick VI, Inc. New Jersey 22-2809056 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Hackettstown, Inc. New Jersey 22-2765936 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian Companies of North Carolina, North Carolina 22-2765939 10 Highway 35, P.O. Box 500, Red
Inc. Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Montville II, Inc. New Jersey 22-2765937 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Wall Township VII, Inc. New Jersey 22-3434644 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Bridgewater II, Inc. New Jersey 22-2765938 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Merrimack, Inc. New Hampshire 22-2821914 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Bernards III, Inc. New Jersey 22-2774853 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

Eastern National Title Insurance Agency, Florida 22-2774781 10 Highway 35, P.O. Box 500, Red
Inc. Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Wayne V, Inc. New Jersey 22-2790299 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Pasco II, Inc. Florida 22-2790300 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Delray Beach II, Inc. Florida 22-2837106 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Branchburg I, Inc. New Jersey 22-2790298 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Plainsboro II, Inc. New Jersey 22-2790297 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
State Or Other Address Including ZIP Code, And
Jurisdiction Of I.R.S. Employer Telephone Number Including Area
Exact Name Of Registrant Incorporation Or Identification Code, Of Registrant's Principal
As Specified In Its Charter Organization Number Executive Offices
- --------------------------- ---------------- -------------- --------------------------------
<S> <C> <C> <C>
K. Hovnanian at Northern Westchester, Inc. New York 22-2814372 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Marlboro Township, Inc. New Jersey 22-2847875 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at West Orange, Inc. New Jersey 22-2820279 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

Eastern Title Agency, Inc. New Jersey 22-2822803 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian Properties of Franklin, Inc. New Jersey 22-2869319 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Mahwah II, Inc. New Jersey 22-2859315 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

New England Community Management Company, New Hampshire 22-2870386 10 Highway 35, P.O. Box 500, Red
Inc. Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Howell Township, Inc. New Jersey 22-2859308 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at South Brunswick IV, Inc. New Jersey 22-2859309 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Wall Township VI, Inc. New Jersey 22-2859303 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian Properties of Piscataway, Inc. New Jersey 22-2859305 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Mahwah V, Inc. New Jersey 22-28068663 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Merrimack II, Inc. New Hampshire 22-3003600 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Newark Urban Renewal New Jersey 22-2885748 10 Highway 35, P.O. Box 500, Red
Corporation I Bank, NJ 07701
(732) 747-7800
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
State Or Other Address Including ZIP Code, And
Jurisdiction Of I.R.S. Employer Telephone Number Including Area
Exact Name Of Registrant Incorporation Or Identification Code, Of Registrant's Principal
As Specified In Its Charter Organization Number Executive Offices
- --------------------------- ---------------- -------------- --------------------------------
<S> <C> <C> <C>
K. Hovnanian at Lawrence Grove, Inc. Florida 22-2870382 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Cedar Grove I, Inc. New Jersey 22-2892342 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Cedar Grove II, Inc. New Jersey 22-2892341 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at North Brunswick III, Inc. New Jersey 22-2892493 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Jersey City II, Inc. New Jersey 22-2935352 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Burlington, Inc. New Jersey 22-2949611 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at South Brunswick V, Inc. New Jersey 22-2937570 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Half Moon Bay, Inc. Florida 22-2915380 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Jacksonville II, Inc. Florida 22-2914590 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Branchburg II, Inc. New Jersey 22-2926245 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Embassy Lakes, Inc. Florida 22-2920201 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at The Reserve at Medford, Inc. New Jersey 22-2934223 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Branchburg III, Inc. New Jersey 22-2961099 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Lower Saucon, Inc. Pennsylvania 22-2961090 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
State Or Other Address Including ZIP Code, And
Jurisdiction Of I.R.S. Employer Telephone Number Including Area
Exact Name Of Registrant Incorporation Or Identification Code, Of Registrant's Principal
As Specified In Its Charter Organization Number Executive Offices
- --------------------------- ---------------- -------------- --------------------------------
<S> <C> <C> <C>
Jersey City Danforth CSO, Inc. New Jersey 22-2976939 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at East Windsor II, Inc. New Jersey 22-2974415 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Marlboro Township III, Inc. New Jersey 22-3027961 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Newark Urban Renewal Corp. New Jersey 22-3027956 10 Highway 35, P.O. Box 500, Red
III, Inc. Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Somerset VIII, Inc. New Jersey 22-2998840 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Readington, Inc. New Jersey 22-3002434 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Hopewell I, Inc. New Jersey 22-3027962 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Newark Urban Renewal Corp. New Jersey 22-3027957 10 Highway 35, P.O. Box 500, Red
IV, Inc. Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Newark Urban Renewal Corp. New Jersey 22-3027960 10 Highway 35, P.O. Box 500, Red
V, Inc. Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Plainsboro III, Inc. New Jersey 22-3027955 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Mahwah IV, Inc. New Jersey 22-3015286 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Pompano Beach, Inc. Florida 22-3011835 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Jersey City III, Inc. New Jersey 22-3016528 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian Properties of Newark Urban New Jersey 22-3017267 10 Highway 35, P.O. Box 500, Red
Renewal Corporation, Inc. Bank, NJ 07701
(732) 747-7800
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
State Or Other Address Including ZIP Code, And
Jurisdiction Of I.R.S. Employer Telephone Number Including Area
Exact Name Of Registrant Incorporation Or Identification Code, Of Registrant's Principal
As Specified In Its Charter Organization Number Executive Offices
- --------------------------- ---------------- -------------- --------------------------------
<S> <C> <C> <C>
K. Hovnanian at North Brunswick IV, Inc. New Jersey 22-3036037 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Bridgewater IV, Inc. New Jersey 22-4049666 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at South Brunswick, Inc. New Jersey 22-3039668 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Perkiomen I, Inc. Pennsylvania 22-3094743 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Valleybrook, Inc. New Jersey 22-3057022 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Ocean Township, Inc. New Jersey 22-3094742 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Plainsboro I, Inc. New Jersey 22-30645323 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian Real Estate of Florida, Inc. Florida 65-0215569 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

Western Financial Services, Inc. Florida 65-0224445 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Wayne, Inc. New Jersey 22-3085521 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian Properties of Red Bank, Inc. New Jersey 22-3092532 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Hanover, Inc. New Jersey 22-3133218 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Lake Charleston, Inc. Florida 22-3133152 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800
New K. Hovnanian Developments of Florida, Florida 58-2003324 10 Highway 35, P.O. Box 500, Red
Inc. Bank, NJ 07701
(732) 747-7800
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
State Or Other Address Including ZIP Code, And
Jurisdiction Of I.R.S. Employer Telephone Number Including Area
Exact Name Of Registrant Incorporation Or Identification Code, Of Registrant's Principal
As Specified In Its Charter Organization Number Executive Offices
- --------------------------- ---------------- -------------- --------------------------------
<S> <C> <C> <C>
K. Hovnanian Companies of Metro Washington, Virginia 22-3169584 10 Highway 35, P.O. Box 500, Red
Inc. Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Montgomery I, Inc. Pennsylvania 22-3165601 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

EXC, Inc. Delaware 22-3178077 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian Developments of Metro Virginia 22-3188615 10 Highway 35, P.O. Box 500, Red
Washington, Inc. Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Ashburn Village, Inc. Virginia 22-3178078 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Woodmont, Inc. Virginia 52-1785667 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Fairway Views, Inc. Florida 22-3188598 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Carolina Country Club I, Florida 22-3188607 10 Highway 35, P.O. Box 500, Red
Inc. Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Chapel Trail, Inc. Florida 22-3188602 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian Treasure Coast, Inc. Florida 22-3188616 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Upper Merion, Inc. Pennsylvania 22-3188608 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Mahwah VI, Inc. New Jersey 22-3188612 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Medford I, Inc. New Jersey 22-3188613 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hov International, Inc. New Jersey 22-3188610 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

</TABLE>
<PAGE>

<TABLE>
<CAPTION>
State Or Other Address Including ZIP Code, And
Jurisdiction Of I.R.S. Employer Telephone Number Including Area
Exact Name Of Registrant Incorporation Or Identification Code, Of Registrant's Principal
As Specified In Its Charter Organization Number Executive Offices
- --------------------------- ---------------- -------------- --------------------------------
<S> <C> <C> <C>
K. Hovnanian at Montclair, Inc. Virginia 22-3188614 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Bull Run, Inc. Virginia 22-3192910 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Sully Station, Inc. Virginia 22-3188746 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Spring Ridge, Inc. New Jersey 22-3192909 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian Marine, Inc. New Jersey 22-3196910 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at River Oaks, Inc. Virginia 22-3199603 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Holly Crest, Inc. Virginia 22-3214275 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian Properties of Route 35, Inc. New Jersey 22-3219172 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

Stonebrook Homes, Inc. California 33-0553884 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Winston Trails, Inc. Florida 22-3219184 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Lakes of Boca Raton, Inc. Florida 22-3230729 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Lake Charleston II, Inc. Florida 22-3240225 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Lake Charleston III, Inc. Florida 22-3240226 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Bridgewater VI, Inc. New Jersey 22-3243298 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
State Or Other Address Including ZIP Code, And
Jurisdiction Of I.R.S. Employer Telephone Number Including Area
Exact Name Of Registrant Incorporation Or Identification Code, Of Registrant's Principal
As Specified In Its Charter Organization Number Executive Offices
- --------------------------- ---------------- -------------- --------------------------------
<S> <C> <C> <C>
KHIPE, Inc. New Jersey 22-3244134 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Fair Lakes, Inc. Virginia 22-3249049 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Carolina Country Club II, Florida 22-3247085 10 Highway 35, P.O. Box 500, Red
Inc. Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Valleybrook II, Inc. New Jersey 22-3252533 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Park Ridge, Inc. Virginia 22-3253530 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Belmont, Inc. Virginia 22-3253529 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Winston Trails II, Inc. Florida 22-3263586 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian Fair Lakes Glen, Inc. Virginia 22-3261224 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Pembroke Shores, Inc. Florida 22-3273708 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Carolina Country Club III, Florida 22-3273706 10 Highway 35, P.O. Box 500, Red
Inc. Bank, NJ 07701
(732) 747-7800

Governor's Abstract Co., Inc. Pennsylvania 22-3278556 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Coconut Creek, Inc. Florida 22-3275859 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Polo Trace, Inc. Florida 22-3284165 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

Founders Title Agency, Inc. Virginia 22-3293533 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800
</TABLE>
<PAGE>

K. Hovnanian at Bernards IV, Inc. New Jersey 22-3292171 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Perkiomen II, Inc. Pennsylvania 22-3301197 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Wayne II, Inc. New Jersey 22-3301196 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Upper Makefield I, Inc. Pennsylvania 22-3302321 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian Companies of California, Inc. California 22-3301757 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Terraza, Inc. California 22-3303807 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian Developments of California, California 22-3303806 10 Highway 35, P.O. Box 500, Red
Inc. Bank, NJ 07701
(732) 747-7800

KHC Acquisition, Inc. California 22-3303802 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Stuart Road, Inc. Virginia 22-3312918 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Highland Vineyards, Inc. California 22-3309241 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Ballantrae, Inc. Florida 22-3309139 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

Ballantrae Home Sales, Inc. Florida 22-3312524 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian Companies at Wildrose, Inc. California 22-3312525 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Greenbrook, Inc. New Jersey 22-3415873 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

</TABLE>
<PAGE>

<TABLE>
<CAPTION>
State Or Other Address Including ZIP Code, And
Jurisdiction Of I.R.S. Employer Telephone Number Including Area
Exact Name Of Registrant Incorporation Or Identification Code, Of Registrant's Principal
As Specified In Its Charter Organization Number Executive Offices
- --------------------------- ---------------- -------------- --------------------------------
<S> <C> <C> <C>
K. Hovnanian at Hunter Estates, Inc. Virginia 22-3321100 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Carmel Del mar, Inc. California 22-3320550 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Vail Ranch, Inc. California 22-3320537 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Princeton, Inc. New Jersey 22-3322125 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Raritan I, Inc. New Jersey 22-3326386 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Calabria, Inc. California 22-3324654 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Seneca Crossing, Inc. Maryland 22-3331047 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian Companies of Maryland, Inc. Maryland 22-3331050 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian Developments of Maryland, Inc. Maryland 22-3331045 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Exeter Hills, Inc. Virginia 22-3331043 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian Florida Region, Inc. Florida 22-3331674 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian Southeast Florida, Inc. Florida 22-3331675 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Berlin, Inc. New Jersey 22-3330582 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at East Brunswick VI, Inc. New Jersey 22-3330584 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
State Or Other Address Including ZIP Code, And
Jurisdiction Of I.R.S. Employer Telephone Number Including Area
Exact Name Of Registrant Incorporation Or Identification Code, Of Registrant's Principal
As Specified In Its Charter Organization Number Executive Offices
- --------------------------- ---------------- -------------- --------------------------------
<S> <C> <C> <C>
K. Hovnanian at Bedminster II, Inc. New Hampshire 22-3331038 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Inverrary I, Inc. Florida 22-3332195 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Mahwah IX, Inc. New Jersey 22-3337896 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Northlake, Inc. California 22-3336696 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Hopewell IV, Inc. New Jersey 22-3345622 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Locust Grove I, Inc. New Jersey 22-3359254 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Castile, Inc. California 22-3356308 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Tierrasanta, Inc. California 22-3351875 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Preston, Inc. Maryland 22-3367625 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Bernards III, Inc. New Jersey 22-3356307 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Wayne VI, Inc. New Jersey 22-3367624 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian Properties of North Center New Jersey 22-3360859 10 Highway 35, P.O. Box 500, Red
Drive, Inc. Bank, NJ 07701
(732) 747-7800

Ballantrae Development Corp. Florida 22-3366681 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at La Trovata, Inc. California 22-3369099 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
State Or Other Address Including ZIP Code, And
Jurisdiction Of I.R.S. Employer Telephone Number Including Area
Exact Name Of Registrant Incorporation Or Identification Code, Of Registrant's Principal
As Specified In Its Charter Organization Number Executive Offices
- --------------------------- ---------------- -------------- --------------------------------
<S> <C> <C> <C>
K. Hovnanian at Rancho Cristianitos, Inc. California 22-3369102 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Tannery Hill, Inc. New Jersey 22-3396608 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian Properties of N.B. Theatre, New Jersey 22-3406661 10 Highway 35, P.O. Box 500, Red
Inc. Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Crystal Springs, Inc. New Jersey 22-3406656 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at The Cedars, Inc. New Jersey 22-3406664 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian Construction Management, Inc. New Jersey 22-3406668 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian Acquisitions, Inc. New Jersey 22-3406671 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Burlington II, Inc. New Jersey 22-3407458 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Burlington III, Inc. New Jersey 22-3412130 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Ballantrae Estates, Inc. Florida 22-309425 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Smithville, Inc. New Jersey 22-3418731 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Jefferson, Inc. New Jersey 22-3427233 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Upper Freehold Township I, New Jersey 22-3421542 10 Highway 35, P.O. Box 500, Red
Inc. Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Hershey's Mill, Inc. Pennsylvania 22-3445102 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
State Or Other Address Including ZIP Code, And
Jurisdiction Of I.R.S. Employer Telephone Number Including Area
Exact Name Of Registrant Incorporation Or Identification Code, Of Registrant's Principal
As Specified In Its Charter Organization Number Executive Offices
- --------------------------- ---------------- -------------- --------------------------------
<S> <C> <C> <C>
K. Hovnanian at Dominion Ridge, Inc. Virginia 22-3433318 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Port Imperial North, Inc. New Jersey 22-3450185 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Union Township I, Inc. New Jersey 22-3464497 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at East Brunswick VIII, Inc. New Jersey 22-2776654 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Manalapan II, Inc. New Jersey 22-2765935 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Hopewell V, Inc. New Jersey 22-3464499 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Hopewell VI, Inc. New Jersey 22-3465709 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Cameron Chase, Inc. Virginia 22-3459993 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Thornbury, Inc. Pennsylvania 22-3462983 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Wayne VII, Inc. New Jersey 22-3464498 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian Scotch Plains II, Inc. New Jersey 22-3464496 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Marlboro Township IV, Inc. New Jersey 22-3467252 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian Port Imperial Urban Renewal, New Jersey 22-3471929 10 Highway 35, P.O. Box 500, Red
Inc. Bank, NJ 07701
(732) 747-7800

K. Hovnanian at East Whiteland I, Inc. Pennsylvania 22-3483220 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
State Or Other Address Including ZIP Code, And
Jurisdiction Of I.R.S. Employer Telephone Number Including Area
Exact Name Of Registrant Incorporation Or Identification Code, Of Registrant's Principal
As Specified In Its Charter Organization Number Executive Offices
- --------------------------- ---------------- -------------- --------------------------------
<S> <C> <C> <C>
K. Hovnanian at Stonegate, Inc. Virginia 22-3481223 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Crestline, Inc. California 22-3493450 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at San Sevaine, Inc. California 22-3493454 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Sycamore, Inc. California 22-3493456 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian Companies of Southern California 22-3493449 10 Highway 35, P.O. Box 500, Red
California, Inc. Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Smithville II, Inc. New Jersey 22-2776387 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Stony Point, Inc. New York 22-2758195 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Stone Canyon, Inc. California 22-3512641 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Tuxedo, Inc. New York 22-3516266 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Bridgeport, Inc. California 22-3547807 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Saratoga, Inc. California 22-3657806 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Chaparral, Inc. California 22-3565730 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Ocean Walk, Inc. California 22-3565732 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Lower Saugon II, Inc. Pennsylvania 22-3602924 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
State Or Other Address Including ZIP Code, And
Jurisdiction Of I.R.S. Employer Telephone Number Including Area
Exact Name Of Registrant Incorporation Or Identification Code, Of Registrant's Principal
As Specified In Its Charter Organization Number Executive Offices
- --------------------------- ---------------- -------------- --------------------------------
<S> <C> <C> <C>
K. Hovnanian at Stonegate, Inc. California 22-3582033 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Barrington, Inc. Virginia 22-3583846 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Hampton Oaks, Inc. Virginia 22-3583845 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at P.C. Homes, Inc. Virginia 22-3583847 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at P.C. Properties, Inc. Virginia 22-3583840 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Summerwood, Inc. Virginia 22-3583842 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at The Glen Virginia 22-3618411 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian's Four Seasons of the Palm Florida 22-3618584 10 Highway 35, P.O. Box 500, Red
Beaches, Inc. Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Wall Township VIII, Inc. New Jersey 22-3434643 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at North Jersey Acquisition, New Jersey 22-3556344 10 Highway 35, P.O. Box 500, Red
L.L.C. Bank, NJ 07701
(732) 747-7800

K. Hovnanian Central Acquisition, L.L.C New Jersey 22-3556343 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian Shore Acquisition, L.L.C New Jersey 22-3556342 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian South Jersey Acquisition, New Jersey 22-3556341 10 Highway 35, P.O. Box 500, Red
L.L.C. Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Mansfield I, L.L.C New Jersey 22-3556345 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
State Or Other Address Including ZIP Code, And
Jurisdiction Of I.R.S. Employer Telephone Number Including Area
Exact Name Of Registrant Incorporation Or Identification Code, Of Registrant's Principal
As Specified In Its Charter Organization Number Executive Offices
- --------------------------- ---------------- -------------- --------------------------------
<S> <C> <C> <C>
K. Hovnanian at Mansfield II, L.L.C New Jersey 22-3556346 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian North Central Acquisition, New Jersey 22-3554986 10 Highway 35, P.O. Box 500, Red
L.L.C. Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Wayne VIII, L.L.C New Jersey 22-3618348 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Bernards V, L.L.C New Jersey 22-3618587 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Wanaque, L.L.C New Jersey 22-3626037 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Chester I, L.L.C New Jersey 22-3618347 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Winchester, L.L.C California 52-2147836 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Middletown, L.L.C New Jersey 22-3630452 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian's Four Seasons, L.L.C California 52-2147837 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Menifee, L.L.C California 52-2147832 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at North Brunswick VI, L.L.C Delaware 22-3627814 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Carmel Village, L.L.C California 52-2147831 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Lawrence, L.L.C New Jersey 22-3638073 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Blue Heron Pines, L.L.C New Jersey 22-3630449 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
State Or Other Address Including ZIP Code, And
Jurisdiction Of I.R.S. Employer Telephone Number Including Area
Exact Name Of Registrant Incorporation Or Identification Code, Of Registrant's Principal
As Specified In Its Charter Organization Number Executive Offices
- --------------------------- ---------------- -------------- --------------------------------
<S> <C> <C> <C>
K. Hovnanian at Jackson, L.L.C New Jersey 22-3630450 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Roland Heights, L.L.C California 22-2147833 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Berkeley, L.L.C New Jersey Waiting 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at King Farm, L.L.C Virginia Waiting 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at South Bank, L.L.C Virginia Waiting 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Prince William, L.L.C Virginia Waiting 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800

K. Hovnanian at Lake Terrapin, L.L.C Virginia Waiting 10 Highway 35, P.O. Box 500, Red
Bank, NJ 07701
(732) 747-7800
</TABLE>
<PAGE>

Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.

Subject to Completion, dated April 8, 1999

PROSPECTUS

[LOGO]

$226,000,000

Hovnanian Enterprises, Inc.

Preferred Stock
Class A Common Stock
Warrants to Purchase Preferred Stock
Warrants to Purchase Class A Common Stock
Debt Securities
Warrants to Purchase Debt Securities

K. Hovnanian Enterprises, Inc.

Guaranteed Debt Securities
Guaranteed Warrants to Purchase Debt Securities

7,643,312 Shares

Hovnanian Enterprises, Inc.

Class A Common Stock

We, Hovnanian Enterprises, Inc., may offer and sell from time to time, in one
or more series:

. our Preferred Stock

. our Class A Common Stock

. our unsecured debt securities consisting of notes, debentures or other
evidences of indebtedness which may be our senior debt securities, senior
subordinated debt securities or subordinated debt securities, and

. warrants to purchase our Preferred Stock, our Class A Common Stock or our
debt securities,
<PAGE>

or any combination of the these securities.

Our wholly owned subsidiary, K. Hovnanian Enterprises, Inc., may offer and
sell from time to time, in one or more series:

. its unsecured senior debt securities, senior subordinated debt securities
or subordinated debt securities, which in each case will be fully and
unconditionally guaranteed by us, and

. warrants to purchase K. Hovnanian debt securities, which will be fully and
unconditionally guaranteed by us, or any combination of these securities.

Our debt securities or warrants or the debt securities or warrants issued by
K. Hovnanian Enterprises may be guaranteed by substantially all of our wholly
owned subsidiaries.

We or certain of our shareholders may offer and sell from time to time an
aggregate of 7,643,312 shares of Class A Common Stock.

The Preferred Stock, Class A Common Stock (other than any sold by any selling
shareholders), and debt securities and warrants of Hovnanian or K. Hovnanian may
be offered at an aggregate initial offering price not to exceed $226,000,000, at
prices and on terms to be determined at or prior to the time of sale.

We will provide more specific information about the terms of an offering of
any of these securities in supplements to this prospectus. The securities may be
sold directly by us, K. Hovnanian or selling shareholders to investors, through
agents designated from time to time or to or through underwriters or dealers. If
any agents of Hovnanian, K. Hovnanian or selling shareholders or any
underwriters are involved in the sale of any securities, the names of such
agents or underwriters and any applicable commissions or discounts will be set
forth in a supplement to this prospectus.

These securities have not been approved or disapproved by the Securities and
Exchange Commission or any state securities commission nor have those
organizations determined if this prospectus is truthful. Any representation to
the contrary is a criminal offense.

--------------------

The date of this Prospectus is , 1999

2
<PAGE>

AVAILABLE INFORMATION

We have filed with the Securities and Exchange Commission (the "Commission"),
a Registration Statement on Form S-3. This Prospectus, which forms part of the
registration statement, does not contain all the information set forth in the
registration statement. Statements in this prospectus as to the contents of any
contract or other document are not necessarily complete, and, where such
contract or other document is an exhibit to the registration statement, or was
previously filed with the Commission and is now incorporated by reference, each
such statement is qualified in all respects by the provision in such exhibit to
which reference is hereby made. A copy of the registration statement may be
inspected by anyone without charge at the Commission's principal office at 450
Fifth Street, N.W., Washington, D.C. 20549, and copies of all or any part of the
registration statement may be obtained from the Commission upon payment of
certain fees prescribed by the Commission.

We are subject to the informational requirements of the Securities Exchange
Act of 1934, and file reports, proxy statements and other information with the
Commission. You may read and copy any reports, proxy statements and other
information at the Commission's public reference room at Room 1024, Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at its regional
offices located at 500 West Madison Street, 14th Floor, Chicago, Illinois 60661
and 7 World Trade Center, Suite 1300, New York, New York 10048. Copies of such
material also can be obtained by mail from the Public Reference Section of the
Commission, at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549, at the prescribed rates. The Commission also maintains a website
that contains reports, proxy and information statements and other information.
The website address is: http://www.sec.gov. Hovnanian's Class A Common Stock is
listed on the American Stock Exchange, and reports, proxy statements and other
information also can be inspected at the offices of the American Stock Exchange,
86 Trinity Place, New York, New York 10006.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

Hovnanian has filed the following documents with the Commission and these
documents are incorporated herein by reference:

. Annual Report on Form 10-K for the fiscal year ended October 31, 1998,
Registration File No. 1-8551, and

. Quarterly Report on Form 10-Q for the quarter ended January 31, 1999,
Registration File No. 1-8551.

All documents filed by Hovnanian pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this prospectus and prior to
the termination of the offering made by this prospectus are to be incorporated
herein by reference. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is
incorporated or deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
prospectus.

Hovnanian will provide without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus is delivered, upon the
written or oral request of such person, a copy of any or all of the information
incorporated by reference in this prospectus, other than exhibits to such
information (unless such exhibits are specifically incorporated by reference
into the information that this prospectus incorporates). Requests for such
copies should be directed to Paul W. Buchanan, Senior Vice President--Corporate
Controller, Hovnanian Enterprises, Inc., 10 Highway 35, P.O. Box 500, Red Bank,
New Jersey 07701 (telephone: (732) 747-7800).

3
<PAGE>

THE COMPANY

Hovnanian primarily designs, constructs and markets multi-family attached
condominium apartments and townhouses and single family detached homes in
planned residential developments in its Northeast Region (comprised primarily of
New Jersey, southern New York state, and eastern Pennsylvania), southeastern
Florida, North Carolina, Metro Washington, D.C. (northern Virginia), southern
California, and Poland. Operations in Poland began for the first time during the
year ended October 31, 1997. Hovnanian markets its homes to first time buyers,
first and second time move-up buyers and active adult buyers and concentrates on
the moderately priced segment of the housing market. Hovnanian has diversified
its business, on a limited scale, through mortgage banking and title insurance
activities. In addition, it has developed and operates commercial properties as
long-term investments in New Jersey and, to a lesser extent, Florida but is
exiting this business.

Hovnanian was originally incorporated in New Jersey in 1967 as successor to a
business founded in 1959 by Kevork S. Hovnanian and became a Delaware
corporation in August 1983. The Company maintains its executive offices at 10
Highway 35, P.O. Box 500, Red Bank, New Jersey 07701, and its telephone number
is (732) 747-7800.

K. Hovnanian was incorporated under the laws of the State of New Jersey on
November 1, 1982, as an indirect wholly-owned consolidated subsidiary of
Hovnanian. K. Hovnanian functions as a management company for the operating
subsidiaries of Hovnanian and borrows funds which it lends to such subsidiaries.
K. Hovnanian has essentially no independent operations and generates no
operating revenues. K. Hovnanian's principal executive offices are located at 10
Highway 35, P.O. Box 500, Red Bank, New Jersey 07701, and its telephone number
is (732) 747-7800.

SELLING SHAREHOLDERS

Some or all of the shares of Class A Common Stock of Hovnanian being offered
pursuant to this Prospectus may be offered by certain Selling Shareholders. The
potential Selling Shareholders include Kevork S. Hovnanian, Chairman of the
Board and Director of the Company and, until July 1997, Chief Executive Officer
of the Company and Ara K. Hovnanian, President and Director of the Company and,
since July 1997, Chief Executive Officer of the Company.

The following table sets forth as of January 7, 1999 (the record date for the
Company's most recent annual meeting) the Class A Common Stock and Class B
Common Stock of the Company beneficially owned by each potential Selling
Shareholder. The amount, if any, of Class A Common Stock to be offered by the
Selling Shareholders and the amount and percentage of Class A Common Stock to be
owned by the Selling Shareholders following such offering shall be disclosed in
the applicable Prospectus Supplement.

<TABLE>
<CAPTION>
Class A Common Stock Class B Common Stock
------------------------------- ----------------------------
<S> <C> <C>
Kevork S. Hovnanian(4)(6)....................................... 5,492,887 39.7% 5,843,837 76.0 %
Ara K. Hovnanian(5)............................................. 1,429,661 10.0 % 1,234,096 15.6 %
Total........................................................... 6,922,548 49.7 % 7,198,760 91.6 %
</TABLE>

(1) Beneficial ownership is determined in accordance with the rules of the
Commission and generally attributes ownership to persons who have voting or
investment power with respect to the relevant securities. Shares of Common
Stock subject to options either currently exercisable or exercisable within
60 days are deemed outstanding for computing the percentage of the person
holding such options but are not deemed outstanding for computing the
percentage of any other person. Except as indicated by these footnotes, and
subject to community property laws where applicable, the persons named in
the table have sole voting and investment power with respect to all Class A
Common Stock shown as beneficially owned by them.
(2) The figures in the table in respect of Class A Common Stock do not include
the shares of Class B Common Stock beneficially owned by the specified
persons, which shares of Class B Common Stock are convertible at any time on
a share for a share basis to Class A Common Stock. The figures in the table
represent beneficial ownership (including ownership of options, currently
exercisable or exercisable within 60 days) and sold voting power and sole
investment power except as noted in notes (3), (4) and (5) below.
(3) Based upon the number of shares outstanding plus options for such
shareholder.
(4) Includes 167,812 shares of Class A Common Stock and 320,012 shares of Class
B Common Stock as to which Kevork S. Hovnanian has shared voting power and
shared investment power.
(5) Includes 35,217 shares of Class A Common Stock and 68,667 shares of Class B
Common Stock as to which Ara K. Hovnanian has shared voting power and shared
investment power and Class A Common Stock options and Class B Common Stock
options, that were exercisable or exercisable within 60 days of such date by
Ara K. Hovnanian.
(6) Includes 2,829,413 shares of Class B Common Stock held by the Kevork S.
Hovnanian Family Limited Partnership, a Connecticut limited partnership (the
"Limited Partnership"), beneficial ownership of which is disclaimed by
Kevork S. Hovnanian. Kevork S. Hovnanian's wife, Sirwart Hovnanian, as
trustee of the Sirwart Hovnanian 1994 Marital Trust, is the Managing General
Partner of the Limited Partnership and as

4
<PAGE>

such has the sole power to vote and dispose of the Shares of Class B Common
Stock held by the Limited Partnership. Also includes 129,562 shares of Class
A Common Stock and 264,562 shares of Class B Common Stock held in trust for
Mr. Hovnanian's daughter over which Sirwart Hovnanian, as trustee, shares
with her daughter the power to dispose of and vote. In addition, includes
18,250 shares of Class A Common Stock and 55,450 shares of Class B Common
Stock held in trust for Mr. Hovnanian's grandchildren, over which Sirwart
Hovnanian, as trustee, has sole power to dispose of and vote and includes
20,000 shares of Class A Common Stock held in the name of Sirwart Hovnanian
over which she has sole power to dispose of and vote. Mr. Hovnanian
disclaims beneficial ownership of the shares described in the preceding
three sentences.

USE OF PROCEEDS

Unless otherwise provided in the applicable Prospectus Supplement, the net
proceeds from the sale of the Securities offered by this Prospectus and each
Prospectus Supplement (the "Offered Securities") will be used for general
corporate purposes, which may include working capital needs, the refinancing of
existing indebtedness, expansion of the business and acquisitions. The Company
will not receive any net proceeds from the sale of any shares of Class A Common
Stock offered by the Selling Shareholders.

RATIOS OF EARNINGS TO FIXED CHARGES AND

EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS

For purposes of computing the ratios of earnings to fixed charges and
earnings to combined fixed charges and preferred dividends, earnings consist of
earnings (loss) from continuing operations before income taxes, minority
interest, extraordinary items and cumulative effect of accounting changes, plus
fixed charges (interest charges and preferred share dividend requirements of
subsidiaries, adjusted to a pretax basis), less interest capitalized, less
preferred share dividend requirements of subsidiaries adjusted to a pretax basis
and less undistributed earnings of affiliates whose debt is not guaranteed by
the Company.

The following table sets forth the ratios of earnings to fixed charges and
earnings to combined fixed charges and preferred dividends for the Company for
the periods indicated:

<TABLE>
<CAPTION>
Three Eight
Months Months Year
Ended Ended Ended
Jan. 31, Years Ended October 31, October 31, February 28,
-------- ----------------------------------------------- -------- --------
1999 1998 1997 1996 1995 1994 1994
-------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Ratio of earnings to fixed charges... 3.2 2.6 (a) 1.6 1.4 (b) 1.8
Ratio of earnings of combined
fixed charges and preferred
stock dividends.................. 3.2 2.6 (a) 1.6 1.4 (b) 1.8
</TABLE>

(a) No ratio is presented for the year ended October 31, 1997 as the earnings
for such period were insufficient to cover fixed charges by $9,197,000.
(b) No ratio is presented for the eight months ended October 31, 1994 as the
earnings for such period were insufficient to cover fixed charges by
$18,803,000.

DESCRIPTION OF DEBT SECURITIES

The K. Hovnanian Debt Securities will be unsecured senior, senior
subordinated or subordinated debt of K. Hovnanian and will be issued: in the
case of K. Hovnanian Senior Debt Securities, under a Senior Indenture (the "K.
Hovnanian Senior Debt Indenture") among K. Hovnanian, Hovnanian, as guarantor,
and the trustee specified in the applicable Prospectus Supplement; in the case
of K. Hovnanian Senior Subordinated Debt Securities, under a Senior Subordinated
Indenture (the "K. Hovnanian Senior Subordinated Debt Indenture") among K.
Hovnanian, Hovnanian, as guarantor, and the trustee specified in the applicable
Prospectus Supplement; and in the case of K. Hovnanian Subordinated Debt
Securities, under a Subordinated Indenture (the "K. Hovnanian Subordinated Debt
Indenture") among K. Hovnanian, Hovnanian, as guarantor, and the trustee
specified in the applicable Prospectus Supplement. The K. Hovnanian Senior Debt
Indenture, the K. Hovnanian Senior Subordinated Debt

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Indenture and the K. Hovnanian Subordinated Debt Indenture are sometimes
hereinafter referred to individually as a "K. Hovnanian Indenture" and
collectively as the "K. Hovnanian Indentures." The Hovnanian Debt Securities
will be unsecured senior, senior subordinated or subordinated debt of Hovnanian
and will be issued: in the case of Hovnanian Senior Debt Securities, under a
Senior Indenture (the "Hovnanian Senior Debt Indenture") between Hovnanian and
the trustee specified in the applicable Prospectus Supplement; in the case of
Hovnanian Senior Subordinated Debt Securities, under a Senior Subordinated
Indenture (the "Hovnanian Senior Subordinated Debt Indenture") between Hovnanian
and the trustee specified in the applicable Prospectus Supplement; and in the
case of Hovnanian Subordinated Debt Securities, under a Subordinated Indenture
(the "Hovnanian Subordinated Debt Indenture") between Hovnanian and the trustee
specified in the applicable Prospectus Supplement. The Hovnanian Seniore
Hovnanian Subordinated Debt Indenture are sometimes hereinafter referred to
individually as a "Hovnanian Indenture" and collectively as the "Hovnanian
Indentures." The K. Hovnanian Senior Indenture and the Hovnanian Senior
Indenture are sometimes collectively referred to individually as a "Senior Debt
Indenture" and collectively as the "Senior Debt Indentures." The K. Hovnanian
Senior Subordinated Debt Indenture and the Hovnanian Senior Subordinated Debt
Indenture are sometimes referred to individually as a "Senior Subordinated Debt
Indenture" and collectively as the "Senior Subordinated Debt Indentures." The K.
Hovnanian Subordinated Debt Indenture and the Hovnanian Subordinated Debt
Indenture are sometimes referred to individually as a "Subordinated Debt
Indenture" and collectively as the "Subordinated Debt Indentures." The K.
Hovnanian Indentures and the Hovnanian Indentures are sometimes referred to
individually as an "Indenture" and collectively as the "Indentures."

None of the Indentures limits the amount of Debt Securities that may be
issued thereunder, and the Indentures provide that the Debt Securities may be
issued from time to time in one or more series. The Indentures permit the
appointment of a different trustee for each series of Debt Securities. The
Indentures are filed as exhibits to the Registration Statement, of which this
Prospectus is a part. The following summaries of certain provisions of the
Indentures and the Debt Securities do not purport to be complete, and, while
Hovnanian and K. Hovnanian believe the descriptions of the material provisions
of the Indentures and Debt Securities contained in this Prospectus are accurate
summaries of such material provisions, such summaries are subject to the
detailed provisions of the applicable Indenture to which reference is hereby
made for a full description of such provisions, including the definition of
certain terms used herein. Section references in parenthesesular sections or
defined terms of the applicable Indenture are referred to, such sections or
defined terms are incorporated herein by reference as part of the statement
made, and the statement is qualified in its entirety by such reference. The
Indentures are substantially identical, except for provisions relating to the
Guarantee and to subordination. For purposes of the summaries set forth below,
the term "Issuer" shall refer to K. Hovnanian in the case of the K. Hovnanian
Debt Securities and the K. Hovnanian Indentures, and to Hovnanian in the case of
the Hovnanian Debt Securities and the Hovnanian Indentures. The term "Obligors"
shall refer to Hovnanian in the case of the Hovnanian Debt Securities and the
Hovnanian Indentures, and K. Hovnanian and Hovnanian, as guarantor (the
"Guarantor"), in the case of the K. Hovnanian Debt Securities and the K.
Hovnanian Indentures.

Provisions Applicable to Senior, Senior Subordinated and Subordinated Debt
Securities

General. Hovnanian Debt Securities will be unsecured senior, senior
subordinated or subordinated obligations of Hovnanian, and K. Hovnanian Debt
Securities will be unsecured senior, senior subordinated or subordinated
obligations of K. Hovnanian, except that, under certain circumstances, K.
Hovnanian may be released from such obligations. See "--Condition for Release of
K. Hovnanian." Except to the extent set forth in the applicable Prospectus
Supplement, none of the Indentures limits the payment of dividends by or the
acquisition of stock of Hovnanian or K. Hovnanian. Except to the extent set
forth in any Prospectus Supplement, the Indentures do not, and the Debt
Securities will not, contain any covenants or other provisions that are intended
to afford holders of the Debt Securities special protection in the event of
either a change of control of Hovnanian or a highly leveraged transaction by
Hovnanian.

Reference is made to the Prospectus Supplement for the following terms of and
informatt Securities') (to the extent such terms are applicable to such Offered
Debt Securities): (i) the title of the Offered Debt Securities; (ii)
classification as K. Hovnanian Senior Debt Securities, K. Hovnanian Senior
Subordinated Debt Securities, K. Hovnanian Subordinated Debt Securities,
Hovnanian Senior Debt Securities, Hovnanian Senior Subordinated Debt Securities
or Hovnanian Subordinated Debt Securities, aggregate principal amount, purchase
price and denomination, and whether the Offered Debt Securities will be
guaranteed by the Subsidiary Guarantors of Hovnanian as described under
"Description of Guarantees" below; (iii) the date or dates on which the Offered
Debt Securities will mature; (iv) the method by which amounts payable in respect
of principal, premium, if any, or interest, if any, on or upon the redemption of
such Offered

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Debt Securities may be calculated; (v) the interest rate or rates (or the method
by which such will be determined) and the date or dates from which such
interest, if any, will accrue; (vi) the date or dates on which such interest, if
any, will be payable; (vii) the place or places where and the manner in which
the principal of, premium, if any, and interest, if any, on the Offered Debt
Securities will be payable and the place or places where the Offered Debt
Securities may be presented for transfer; (viii) the right, if any, or
obligation, if any, of the Company to redeem, repay or purchase the Offered Debt
Securities pursuant to any sinking fund or analogous provisions or at the option
of a holder thereof, and the period or periods within which, the price or prices
(or the method by which such price or prices will be determined, or both) at
which, the form or method of payment therefor if other than in cash and the
terms and conditions upon which the Offered Debt Securities will be redeemed,
repaid or purchased pursuant to any such obligation; (ix) the terms for
conversion or exchange, if any, of the Offered Debt Securities; (x) any
provision relating to td Debt Securities at an original issue discount; (xi) if
the amounts of payments of principal of, premium, if any, and interest, if any,
on the Offered Debt Securities are to be determined with reference to an index,
the manner in which such amounts shall be determined; (xii) any applicable
United States federal income tax consequences; (xiii) the currency or currencies
for which the Offered Debt Securities may be purchased and the currency or
currencies in which principal, premium, if any, and interest, if any, may be
payable; (xiv) the trustee with respect to the series of Offered Debt
Securities; and (xv) any other specific terms of the Offered Debt Securities,
including any deleted, modified or additional events of default or remedies or
additional covenants provided with respect to such Offered Debt Securities, and
any terms that may be required by or advisable under applicable laws or
regulations.

Unless otherwise specified in any Prospectus Supplement, the Debt Securities
will be issuable in registered form and in denominations of $1,000 and any
integral multiple thereof (Section 2.7). No service charge will be made for any
transfer or exchange of any Debt Securities but the Issuer may require payment
of a sum sufficient to cover any tax or other governmental charge payable in
connection therewith (Section 2.8).

Debt Securities may bear interest at a fixed rate or a floating rate. Debt
Securities bearing no interest or interest at a rate that at the time of
issuance is below the prevailing market rate may be sold at a discount below
their stated principal amount. Special United States federal income tax
considerations applicable to any such discounted Debt Securities or to certain
Debt Securities issued at par that are treated as having been issued at a
discount for United States federal income tax purposes will be described in the
applicable Prospectus Supplement.

In determining whether the holders of the requisite aggregate principal
amount of outstanding Debt Sequest, demand, authorization, direction, notice,
consent or waiver under the Indentures, the principal amount of any series of
Debt Securities originally issued at a discount from their stated principal
amount that will be deemed to be outstanding for such purposes will be the
amount of the principal thereof that would be due and payable as of the date of
such determination upon a declaration of acceleration of the maturity thereof.

Description of Guarantees. Hovnanian will fully and unconditionally
guarantee, pursuant to the K. Hovnanian Indentures, the due and prompt payment
of the principal of (and premium, if any) and interest on the K. Hovnanian Debt
Securities when and as the same shall become due and payable, whether at the
Stated Maturity, by declaration of acceleration, call for redemption or
otherwise. Debt Securities of Hovnanian may be guaranteed by, and Debt
Securities of K. Hovnanian may be further guaranteed by, the subsidiaries of
Hovnanian (the "Subsidiary Guarantees") that also guaranty Hovnanian's revolving
credit agreement at the time of issuance of such Debt Securities (the
"Subsidiary Guarantors"). Under the current revolving credit agreement, the
Subsidiary Guarantors consist of all of Hovnanian's subsidiaries other than four
subsidiaries formerly engaged in the issuance of collateralized mortgage
obligations, Hovnanian's mortgage lending subsidiary, a subsidiary holding and
licensing the Hovnanian trade name and a subsidiary engaged in homebuilding
activities in Poland. If Debt Securities are guaranteed by Subsidiary
Guarantors, such guarantee will be set forth in a supplemental indenture.

Payments with respect to the Guarantee of the K. Hovnanian Senior
Subordinated Debt Securities and K. Hovnanian Subordinated Debt Securities will
be subordinated in right of payment to the prior payment in full of all Senior
Indebtedness of the Guarantor to the same extent and manner that payments with
respect to the K. Hovnanian Senior Subobt Securities are subordinated in right
of payment to the prior payment in full of all Senior Indebtedness of the Issuer
as described under "Provisions Applicable Solely to Senior Subordinated Debt
Securities and Subordinated Debt Securities" below. Likewise, payments with
respect to Subsidiary Guarantees of Senior Subordinated Debt Securities and
Subordinated Debt Securities will be subordinated in right of payment to the
prior payment in full of all Senior Indebtedness of each such Subsidiary
Guarantor to the same extent and manner that payments with respect to the Senior
Subordinated Debt Securities and Subordinated Debt Securities are subordinated
in right of payment to the prior payment in full of all Senior Indebtedness of
the issuer of such Debt Securities.

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Global Securities. The Debt Securities of a series may be issued in whole or
in part in the form of one or more global securities ("Global Securities") that
will be deposited with or on behalf of a depositary (the "Depositary")
identified in the Prospectus Supplement relating to such series. Global
Securities may be issued only in fully registered form and in either temporary
or permanent form. Unless and until it is exchanged in whole or in part for the
individual Debt Securities represented thereby, a Global Security (i) may not be
transferred except as a whole and (ii) may only be transferred (A) by the
Depositary for such Global Security to its nominee, (B) by a nominee of such
Depositary to such Depositary or another nominee of such Depositary or (C) by
such Depositary or any such nominee to a successor Depositary or nominee of such
successor Depositary (Section 2.8).

The specific terms of the depositary arrangement with respect to a series of
Debt Securities will be described in the Prospectus Supplement relating to such
series. Hovnanian and K. Hovnanian anticipate that the following provisions
generally will apply to all depositary arrangements.

Upon the issuance of a Global Secwill credit, on its book-entry registration
and transfer system, the respective principal amounts of the individual Debt
Securities represented by such Global Security to the accounts of persons that
have accounts with such Depositary. Such accounts shall be designated by the
dealers, underwriters or agents with respect to such Debt Securities or by the
Issuer if such Debt Securities are offered and sold directly by the Issuer.
Ownership of beneficial interests in a Global Security will be limited to
persons that have accounts with the applicable Depositary ("participants") or
persons that may hold interests through participants. Ownership of beneficial
interests in such Global Security will be shown on, and the transfer of that
ownership will be effected only through, records maintained by the applicable
Depositary or its nominee (with respect to interests of participants) and the
records of participants (with respect to interests of persons other than
participants). The laws of some states require that certain purchasers of
securities take physical delivery of such securities in definitive form. Such
limits and such laws may impair the ability to transfer beneficial interests in
a Global Security.

As long as the Depositary for a Global Security or its nominee is the
registered owner of such Global Security, such Depositary or its nominee, as the
case may be, will be considered the sole owner or holder of the Debt Securities
of the series represented by such Global Security for all purposes under the
Indenture governing such Debt Securities. Except as provided below, owners of
beneficial interests in a Global Security will not be entitled to have any of
the individual Debt Securities of the series represented by such Global Security
registered in their names, will not receive or be entitled to receive physical
delivery of any such Debt Securities in definitive form and will not be
considered the owners or holders thereof under the Indenture governing such Debt
Securities.

Payment of principal of, premium, if any, and interest, if any, on individual
Debt Securities represented by a Global Security registered in the name of a
Depositary or its nominee will be made to the Depositary or its nominee, as the
case may be, as the registered owner of the Global Security representing such
Debt Securities. Hovnanian and K. Hovnanian expect that the Depositary for a
series of Debt Securities or its nominee, upon receipt of any payment of
principal, premium, if any, and interest, if any, in respect of a Global
Security representing any such Debt Securities, will immediately credit
participants' accounts with payments in amounts proportionate to their
respective beneficial interests in the principal amount of such Global Security
for such Securities as shown on the records of such Depositary or its nominee.
Hovnanian and K. Hovnanian also expect that payments by participants to owners
of beneficial interests in such Global Security held through such participants
will be governed by standing instructions and customary practices, as is now the
case with securities held for the accounts of customers in bearer form or
registered in "street name." Such payments will be the responsibility of such
participants. Neither Hovnanian, K. Hovnanian, the trustee for such Debt
Securities, any paying agent nor the registrar for such Debt Securities will
have any responsibility or liability for any aspect of the records relating to
or payments made on account of beneficial ownership interests of the Global
Security for such Debt Securities or for maintaining, supervising or reviewing
any records relating to such beneficial ownership interests.

If the Depositary for a series of Debt Securities is at any time unwilling,
unable or ineligible to continue as depositary and a successor depositary is not
appointed by the Issuer within 90 days, such Issuer will issue individual Debt
Securities of such series in exchange for the Global Security representing such
series of Debt Securities. In addition, an Issuer may at any tubject to any
limitations described in the Prospectus Supplement relating to such Debt
Securities, determine not to have any Debt Securities of a series represented by
a Global Security and, in such event, will issue individual Debt Securities of
such series in exchange for the Global Security representing such series of Debt
Securities. Further, if an Issuer so specifies with respect to the Debt
Securities of a series, an owner of a beneficial interest in a Global Security
representing Debt Securities of such series may, on terms acceptable to such
Issuer, the trustee and the Depositary for such Global Security, receive

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<PAGE>

individual Debt Securities of such series in exchange for such beneficial
interests, subject to any limitations described in the Prospectus Supplement
relating to such Debt Securities. In any such instance, an owner of a beneficial
interest in a Global Security will be entitled to physical delivery of
individual Debt Securities of the series represented by such Global Security
equal in principal amount to such beneficial interest and to have such Debt
Securities registered in its name. Individual Debt Securities of such series so
issued will be issued in registered form and in denominations, unless otherwise
specified in the applicable Prospectus Supplement relating to such series of
Debt Securities, of $1,000 and integral multiples thereof.

Events of Default. Unless otherwise specified in the applicable Prospectus
Supplement, an Event of Default is defined under each Indenture with respect to
the Debt Securities of any series issued under such Indenture as being: (a)
default in the payment of principal of or premium, if any, with respect to Debt
Securities of such series when due; (b) default in the payment of any
installment of interest on any of the Debt Securities of such series when due,
continued for 30 days; (c) default in the payment or satisfaction of any sinking
fund or other purchase obligation with respect to Debt Securities of such series
when due; (d) f any other covenant of any of the Obligors applicable to Debt
Securities of such series, continued for 90 days after written notice to the
Obligors by the trustee or to the Obligors and the trustee, by the holders of at
least 25% in aggregate principal amount of the Debt Securities of such series
then outstanding requiring the same to be remedied; and (e) certain events of
bankruptcy, insolvency or reorganization of the Issuer (Section 5.1).

If any Event of Default shall occur and be continuing, the trustee or the
holders of not less than 25% in aggregate principal amount of the Debt
Securities of such series then outstanding, by notice in writing to the Obligors
(and to the trustee, if given by the holders), may declare the principal (or, in
the case of any series of Debt Securities originally issued at a discount from
their stated principal amount, such portion of the principal amount as may be
specified in the terms of such series) of all of the Debt Securities of such
series and the interest, if any, accrued thereon to be due and payable
immediately; provided, however, that the holders of a majority in aggregate
principal amount of the Debt Securities of such series then outstanding, by
notice in writing to the Obligors and the trustee, may rescind and annul such
declaration and its consequences if all defaults under such Indenture are cured
or waived (Section 5.1).

Each Indenture provides that no holder of any series of Debt Securities then
outstanding may institute any suit, action or proceeding with respect to, or
otherwise attempt to enforce, such Indenture, unless (i) such holder previously
shall have given to the trustee written notice of default and of the continuance
thereof, (ii) the holders of not less than 25% in aggregate principal amount of
such series of Debt Securities then outstanding shall have made written request
to the trustee to institute such suit, action or proceeding and shall have
offered to the trustee such reasonable indemnity as it may requie trustee for 60
days after its receipt of such notice, request and offer of indemnity, shall
have neglected or refused to institute any such action, suit or proceeding;
provided that, subject to the subordination provisions applicable to the Senior
Subordinated Debt Securities and the Subordinated Debt Securities, the right of
any holder of any Debt Security to receive payment of the principal of, premium,
if any, or interest, if any, on such Debt Security, on or after the respective
due dates, or to institute suit for the enforcement of any such payment shall
not be impaired or affected without the consent of such holder (Section 5.4).
The holders of a majority in aggregate principal amount of the Debt Securities
of such series then outstanding may direct the time, method and place of
conducting any proceeding for any remedy available to the trustee or exercising
any trust or power conferred on the trustee with respect to the Debt Securities
of such series, provided that the trustee may decline to follow such direction
if the trustee determines that such action or proceeding is unlawful or would
involve the trustee in personal liability (Section 5.7).

The Obligors are required to furnish to the trustee annually a certificate as
to compliance by the Obligors with all conditions and covenants under each
Indenture (Section 4.3).

Discharge and Defeasance. Unless otherwise specified in the applicable
Prospectus Supplement, the Obligors can discharge or defease their respective
obligations with respect to any series of Debt Securities as set forth below
(Article Ten).

The Obligors may discharge all of their obligations (except those set forth
below) to holders of any series of Debt Securities issued under any Indenture
that have not already been delivered to the trustee for cancellation and that
have either become due and payable, or are by their terms due and payable within
one year (or scheduled for redemption within one year), by irrevocably
depositing with ths defined in such Indenture), or a combination thereof, as
trust funds in an amount certified to be sufficient to pay when due the
principal of, premium, if any, and interest, if any, on all outstanding Debt
Securities of such series and to make any mandatory sinking fund payments, if
any, thereon when due.

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Unless otherwise provided in the applicable Prospectus Supplement, the
Obligors may also elect at any time to (a) defease and be discharged from all of
their obligations (except those set forth below) to holders of any series of
Debt Securities issued under each Indenture ("defeasance") or (b) be released
from all of their obligations with respect to certain covenants applicable to
any series of Debt Securities issued under each Indenture ("covenant
defeasance"), if, among other things: (i) the Obligors irrevocably deposit with
the trustee cash or U.S. Government Obligations, or a combination thereof, as
trust funds in an amount certified to be sufficient to pay when due the
principal of, premium, if any, and interest, if any, on all outstanding Debt
Securities of such series and to make any mandatory sinking fund payments, if
any, thereon when due and such funds have been so deposited for 91 days; (ii)
such deposit will not result in a breach or violation of, or cause a default
under, any agreement or instrument to which any of the Obligors is a party or by
which it is bound; and (iii) the Obligors deliver to the trustee an opinion of
counsel to the effect that the holders of such series of Debt Securities will
not recognize income, gain or loss for United States federal income tax purposes
as a result of such defeasance or covenant defeasance and that defeasance or
covenant defeasance will not otherwise alter the United States federal income
tax treatment of such holders' principal of and interest payments, if any, on
such series of Debt Securities. Such opinion in the case of defeasance under
clause (a) above must be based on a ruling of the Internal Revenue Service or a
change in United States federal income tax law occurring after the date of the
Indenture relating to the Debt Securities of such series, since such a result
would not occur under current tax law (Section 10.1).

Notwithstanding the foregoing, no discharge, defeasance or covenant
defeasance described above shall affect the following obligations to or rights
of the holders of any series of Debt Securities: (i) rights of registration of
transfer and exchange of Debt Securities of such series, (ii) rights of
substitution of mutilated, defaced, destroyed, lost or stolen Debt Securities of
such series, (iii) rights of holders of Debt Securities of such series to
receive payments of principal thereof, premium, if any, and interest, if any,
thereon, upon the original due dates therefor (but not upon acceleratioy sinking
fund payments thereon when due, if any, (iv) rights, obligations, duties and
immunities of the trustee, (v) rights of holders of Debt Securities of such
series as beneficiaries with respect to property so deposited with the trustee
payable to all or any of them and (vi) obligations of the Obligors to maintain
an office or agency in respect of Debt Securities of such series (Section 10.1).

The Obligors may exercise the defeasance option with respect to any series of
Debt Securities notwithstanding the prior exercise of the covenant defeasance
option with respect to any series of Debt Securities. If the Obligors exercise
the defeasance option with respect to any series of Debt Securities, payment of
such series of Debt Securities may not be accelerated because of an Event of
Default with respect to such series of Debt Securities. If the Obligors exercise
the covenant defeasance option with respect to any series of Debt Securities,
payment of such series of Debt Securities may not be accelerated by reason of an
Event of Default with respect to the covenants to which such covenant defeasance
is applicable. However, if such acceleration were to occur by reason of another
Event of Default, the realizable value at the acceleration date of the cash and
U.S. Government Obligations in the defeasance trust could be less than the
principal of, premium, if any, and interest, if any, and any mandatory sinking
fund payments, if any, then due on such series of Debt Securities, in that the
required deposit in the defeasance trust is based upon scheduled cash flow
rather than market value, which will vary depending upon interest rates and
other factors.

Modification of the Indenture. Each Indenture provides that the Obligors and
the trustee may enter into supplemental indentures without the consent of the
holders of the Debt Securities to (a) evidence the assumption by a successor
entity of the obligations of any of the Obligors under such Indenture, (b) add
covenants or new events of default for the protection of the holders of such
Debt Securities, (c) cure any ambiguity or correct any inconsist the form and
terms of Debt Securities of any series, (e) evidence the acceptance of
appointment by a successor trustee, (f) in the case of Senior Debt Securities,
secure such Debt Securities, (g) designate a bank or trust company other than
the trustee specified in the applicable Prospectus Supplement to act as trustee
for a series of Debt Securities, (h) modify the existing covenants and events of
default solely in respect of, or add new covenants and events of default that
apply solely to, Debt Securities not yet issued and outstanding on the date of
such supplemental indenture, (i) provide for the issuance of Debt Securities of
any series in coupon form and exchangeability of such Debt Securities for fully
registered Debt Securities, (j) modify, eliminate or add to the provisions of
such Indenture as necessary to effect the qualification of such Indenture under
the Trust Indenture Act of 1939 and to add certain provisions expressly
permitted by such Act and (k) modify the provisions to provide for the
denomination of Debt Securities in foreign currencies which shall not adversely
affect the interests of the holders of such Debt Securities in any material
respect. (Section 8.1).

Each Indenture also contains provisions permitting the Obligors and the
trustee, with the consent of the holders of not less than a majority in
aggregate principal amount of Debt Securities of each series then outstanding
and affected, to add any provisions to, or change in any manner or eliminate any
of the provisions of, such Indenture or any supplemental indenture or modify in
any manner the rights of the holders of the Debt Securities of such series;
provided that the Obligors and the trustee

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may not, without the consent of the holder of each outstanding Debt Security
affected thereby, (a) extend the stated final maturity of any Debt Security,
reduce the principal amount thereof, reduce the rate or extend the time of
payment of interest, if any, thereon, reduce or alter the method of computation
of anon, repayment or purchase by the Issuer, change the coin or currency in
which principal, premium, if any, and interest, if any, are payable, reduce the
amount of the principal of any original issue discount security payable upon
acceleration or provable in bankruptcy, impair or affect the right to institute
suit for the enforcement of any payment or repayment thereof or, if applicable,
adversely affect any right of prepayment at the option of the holder or, in the
case of K. Hovnanian Indentures, make any change adverse to the interests of the
holders in the terms and conditions of the Guarantee or (b) reduce the aforesaid
percentage in aggregate principal amount of Debt Securities of any series issued
under such Indenture (Section 8.2).

Consolidation, Merger, Sale or Conveyance. Except as otherwise provided in
the applicable Prospectus Supplement, the K. Hovnanian Indentures provide that
K. Hovnanian or the Guarantor may, and the Hovnanian Indentures provide that
Hovnanian may, without the consent of the holders of Debt Securities,
consolidate with, merge into or transfer, exchange or dispose of all of its
properties to, any other corporation or partnership organized under the laws of
the United States, provided that (i) the successor corporation assumes all
obligations of K. Hovnanian or Hovnanian, as the case may be, by supplemental
indenture satisfactory in form to the applicable trustee executed and delivered
to such trustee, under the Indentures and the Debt Securities, (ii) immediately
after giving effect to such consolidation, merger, exchange or other
disposition, no Event of Default, and no event which, after notice or lapse of
time or both, would become an Event of Default, shall have occurred and be
continuing and (iii) certain other conditions are met. (Section 9.1).

Condition for Release of K. Hovnanian. Except as otherwise provided in the
applicable Prospectus Supplement, each K. Hovnanian Indenture provides that K.
Hovnanian may be released from its obure and the K. Hovnanian Debt Securities,
without the consent of the holders of the K. Hovnanian Debt Securities of any
series, if Hovnanian or any successor to Hovnanian has assumed the obligations
of K. Hovnanian under such K. Hovnanian Debt Securities. In the event of such
release, a taxable sale or exchange of a Debt Security for a new Debt Security
will be deemed to occur. As a result, a holder of a Debt Security may recognize
gain or loss on the sale or exchange and may be required to include in income
different amounts during the remaining term of the Debt Security than would have
been included absent such release.

Certain Definitions. Except as otherwise provided in the applicable
Prospectus Supplement, the following definitions are applicable to the
discussions of the Indentures (Article One).

"Consolidated Net Tangible Assets" means the aggregate amount of assets
included on the most recent consolidated balance sheet of Hovnanian and its
Restricted Subsidiaries, less applicable reserves and other properly
deductible items and after deducting therefrom (a) all current liabilities
and (b) all goodwill, trade names, trademarks, patents, unamortized debt
discount and expense and other like intangibles, all in accordance with
generally accepted accounting principles consistently applied.

"Indebtedness," with respect to any person, means, without duplication:

(a)(i) the principal of, premium, if any, and interest, if any, on
indebtedness for money borrowed of such person, indebtedness of such person
evidenced by bonds, notes, debentures or similar obligations, and any
guaranty by such person of any indebtedness for money borrowed or
indebtedness evidenced by bonds, notes, debentures or similar obligations of
any other person, whether any such indebtedness or guaranty is outstanding
on the date of the Indenture or is thereafter created, assumed or incurred,
(ii) obligations of such person for the reimbursement of any obligor on any
letter of credit, banker's acceptance or similar credit transaction, (iii)
the principal of and premium, if any, and interest, if any, on indebtedness
incurred, assumed or guaranteed by such person in connection with the
acquisition by it or any of its subsidiaries of any other businesses,
properties or other assets, (iv) lease obligations that such person
capitalized in accordance with Statement of Financial Accounting Standards
No. 13 promulgated by the Financial Accounting Standards Board or such other
generally accepted accounting principles as may be from time to time in
effect, (v) any indebtedness of such person representing the balance
deferred and unpaid of the purchase price of any property or interest
therein (except any such balance that constitutes an accrued expense or
trade payable) and any guaranty, endorsement or other contingent obligation
of such person in respect of any indebtedness of another that is outstanding
on the date of the Indenture or is thereafter created, assumed or incurred
by such person and (vi) obligations of such person under interest rate,
commodity or currency swaps, caps, collars, options and similar
arrangements; and

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(b) any amendments, modifications, refundings, renewals or extensions of
any indebtedness or obligation described as Indebtedness in clause (a)
above.

"Restricted Subsidiary" means (a) any Subsidiary of Hovnanian other than an
Unrestricted Subsidiary, and (b) any Subsidiary of Hovnanian which was an
Unrestricted Subsidiary but which, subsequent to the date of the Indentures,
is designated by the Board of Directors of Hovnanian to be a Restricted
Subsidiary; provided, however, that Hovnanian may not designate any such
Subsidiary to be a Restricted Subsidiary if Hovnanian would thereby breach
any covenant or agreement contained in the Indentures (on the assumptions
that any outstanding Indebtedness of such Subsidiary was incurred at the time
of such designation).

"Subsidiary" of any specified Person means any corporation of which such
Person, or such Person and one or more Subsidiaries of such Person, or any
one or more Subsidiaries of such Person, directly or indirectly own voting
securities entitling any one or more of such Person and its Subsidiaries to
elect a majority of the directors, either at all times, or so long as there
is no default or contingency which permits the holders of any other class or
classes of securities to vote for the election of one or more directors.

"Unrestricted Subsidiary" means (a) any Subsidiary of Hovnanian acquired or
organized after the date of the Indentures, provided, however, that such
Subsidiary shall not be a successor, directly or indirectly, to any
Restricted Subsidiary and (b) any Subsidiary of Hovnanian substantially all
the assets of which consist of stock or other securities of a Subsidiary or
Subsidiaries of the character described in clause (a) above, unless and until
such Subsidiary shall have been designated to be a Restricted Subsidiary.

Provisions Applicable Solely to Senior Debt Securities

General. Senior Debt Securities will be issued under a Senior Debt Indenture
and will rank pari passu with all other unsecured and unsubordinated debt of the
Issuer of such Senior Debt Securities. At April 30, 1998, the Company had an
aggregate of $190 million of Indebtedness outstanding which would be
subordinated to Senior Debt Securities.

Limitations on Liens. The Senior Debt Indentures provide that, so long as any
Senior Debt Securities are outstanding, the Issuer will not, and will not permit
any Restricted Subsidiary to, pledge, mortgage, hypothecate or grant a security
interest in, or permit any mortgage, pledge, security interest or other lien
upon, any property or assets owned by the Issuer or any Restricted Subsidiary to
secure any Indebtedness, without making effective provision whereby outstanding
Senior Debt Securities shall be equally and ratably secured.

Under the terms of the Senior Debt Indentures, the foregoing limitation does
not apply to (a) any mortgage, pledge, security interest, lien or encumbrance
upon any property or assets created at the time of the acquisition of such
property or assets by the Issuer or any Restricted Subsidiary or within one year
after such time to secure all or a portion of the purchase price for such
property or assets; (b) any mortgage, pledge, security interest, lien or
encumbrance upon any property or assets existing thereon at the time of the
acquisition thereof by the Issuer or any Restricted Subsidiary (whether or not
the obligations secured thereby are assumed by the Issuer or any Restricted
Subsidiary); (c) any mortgage, pledge, security interest, lien or encumbrance
upon any property or assets, whenever acquired, of any corporation or other
entity that becomes a Restricted Subsidiary after the date of the Senior Debt
Indenture, provided that (i) the instrument creating such mortgage, pledge,
security interest, lien or encumbrance shall be in effect prior to the time such
corporation or otherrtgage, pledge, security interest, lien or encumbrance shall
only apply to properties or assets owned by such corporation or other entity at
the time it becomes a Restricted Subsidiary or thereafter acquired by it from
sources other than the Issuer or another Restricted Subsidiary; (d) any
mortgage, pledge, security interest, lien or encumbrance in favor of the Issuer
or any wholly-owned Subsidiary of Hovnanian; (e) any mortgage, pledge, security
interest, lien or encumbrance created or assumed by the Issuer or a Restricted
Subsidiary in connection with the issuance of debt securities the interest on
which is excludable from gross income of the holder of such security pursuant to
the Internal Revenue Code of 1986, as amended, for the purpose of financing, in
whole or in part, the acquisition or construction of property or assets to be
used by the Issuer or a Subsidiary; (f) any extension, renewal or refunding of
any mortgage, pledge, security interest, lien or encumbrance described in the
foregoing subparagraphs (a) through (e) on substantially the same property or
assets theretofore subject thereto; (g) any mortgage, pledge, security interest,
lien or encumbrance securing any Indebtedness in an amount which, together with
all other Indebtedness secured by a mortgage, pledge, security interest, lien or
encumbrance that is not otherwise permitted by the foregoing provisions, does
not at the time of the incurrence of the Indebtedness so secured exceed 20% of
Consolidated Net Tangible Assets; (h) deposits or pledges to secure the payment
of workmen's compensation, unemployment insurance or other social security
benefits or obligations, or to secure

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<PAGE>

the performance of trade contracts, leases, public or statutory obligations,
surety or appeal bonds or other obligations of a like general nature incurred in
the ordinary course of business; (i) mechanics', materialmen's, warehousemen's,
carriers' or other like liens arising in the ordinary course of business
securing obligations which are not overdue for a period longer than 30 days or
which are being contested in good faith by appropriate proceedings; (j) liens
for taxes, assessments or other governmental charges not yet payable or being
contested in good faith and as to which adequate reserves shall have been
established in accordance with generally accepted accounting principles; (k)
non-recourse mortgages on Income Producing Pro Indebtedness; (l) liens on assets
of a Mortgage Subsidiary to secure only a Warehouse Line of Credit provided to
such Subsidiary; (m) easements, rights-of-way, restrictions and other similar
encumbrances incurred in the ordinary course of business or (n) liens in
connection with capital leases or sale leaseback transactions not securing any
other indebtedness. For the purpose of this provision, "security interest" will
include the interest of the lessor under a lease with a term of three years or
more that should be, in accordance with generally accepted accounting
principles, recorded as a capital lease, and any such lease of property or
assets not acquired from the Issuer or any Restricted Subsidiary in
contemplation of such lease shall be treated as though the lessee had purchased
such property or assets from the lessor. (Section 3.6 of the Senior Debt
Indentures).

Provisions Applicable Solely to Senior Subordinated Debt Securities and
Subordinated Debt Securities

Subordination. The Subordinated Debt Securities will be subordinate and
junior in right of payment, to the extent set forth in the Subordinated Debt
Indentures, to all Senior Indebtedness. The Senior Subordinated Debt Securities
will be subordinate and junior in right of payment, to the extent set forth in
the Senior Subordinated Debt Indentures, to all Senior Indebtedness of the
Issuer. The Senior Subordinated Debt Securities will rank senior to all existing
and future Indebtedness of the Issuer that is neither Senior Indebtedness of the
Issuer nor Senior Subordinated Indebtedness, and only Indebtedness of the Issuer
that is Senior Indebtedness of the Issuer will rank senior to the Senior
Subordinated Debt Securities in accordance with the subordination provisions of
the Senior Subordinated Debt Indentures.

"Senior Indebtedness" of the Issuer is defined in the Subordinated Debt
Indentures and the Senior Subordinated Debt Indentures as Indebtedness of the
Issuer outstanding at any time (other than the Indebtedness evidenced by the
Debt Securities of any series) except (a) any Indebtedness as to which, by the
terms of the instrument creating or evidencing the same, it is provided that
such Indebtedness is not senior or prior in right of payment to the Debt
Securities or is pari passu or subordinate by its terms in right of payment to
the Debt Securities, (b) renewals, extensions and modifications of any such
Indebtedness, (c) any Indebtedness of the Company to a wholly-owned Subsidiary
of the Issuer, (d) interest accruing after the filing of a petition initiating
certain events of bankruptcy or insolvency unless such interest is an allowed
claim enforceable against the Issuer in a proceeding under federal or state
bankruptcy laws and (e) trade payables.

"Senior Subordinated Indebtedness" is defined in the Hovnanian Senior
Subordinated Debt Indenture as the Hovnanian Senior Subordinated Debt Securities
and any other Indebtedness of Hovnanian that ranks pari passu with the Hovnanian
Senior Subordinated Debt Securities. Any Indebtedness of Hovnanian that is
subordinate or junior by its terms in right of payment to any other Indebtedness
of Hovnanian shall be subordinate to Senior Subordinated Indebtedness of
Hovnanian unless the instrument creating or evidencing the same or pursuant to
which the same is outstanding specifically provides that such Indebtedness (i)
is to rank pari passu with other Senior Subordinated Indebtedness of Hovnanian
and (ii) is not subordinated by its terms to any Indebtedness of Hovnanian which
is not Senior Indebtedness of Hovnanian.

"Senior Subordinated Indebtedness" is defined in the K. Hovnanian Senior
Subordinated Debt Indenture as the K. Hovnanian Senior Subordinated Debt
Securities, the Guarantee and any other Indebtedness of K. Hovnanian or the
Guarantor that ranks pari passu with the K. Hovnanian Senior Subordinated Debt
Securities. Any Indebtedness of K. Hovnanian or the Guarantor that is
subordinate or junior by its terms in right of payment to any other Indebtedness
of K. Hovnanian or the Guarantor shall be subordinate to Senior Subordinated
Indebtedness unless the instrument creating or evidencing the same or pursuant
to which the same is outstanding specifically provides that such Indebtedness
(i) is to rank pari passu with other Senior Subordinated Indebtedness and (ii)
is not subordinated by its terms to any Indebtedness of K. Hovnanian or the
Guarantor which is not Senior Indebtedness of K. Hoebtedness' of the Obligors
means the Senior Subordinated Debt Securities, the Guarantees, any other Senior
Subordinated Indebtedness of such Obligor and any other Indebtedness that is
subordinate or junior in right of payment to Senior Indebtedness of such
Obligor.

If (i) the Issuer should default in the payment of any principal of, premium,
if any, or interest, if any, on any Senior Indebtedness of the Issuer when the
same becomes due and payable, whether at maturity or at a date fixed for
prepayment or by

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<PAGE>

declaration of acceleration or otherwise or (ii) any other default with respect
to Senior Indebtedness of the Issuer shall occur and the maturity of the Senior
Indebtedness has been accelerated in accordance with its terms, then, upon
written notice of such default to the Issuer by the holders of such Senior
Indebtedness or any trustee therefor, unless and until such default shall have
been cured or waived or shall have ceased to exist or such acceleration shall
have been rescinded, no direct or indirect payment (in cash, property,
securities, by set-off or otherwise) will be made or agreed to be made for
principal of, premium, if any, or interest, if any, on any of the Senior
Subordinated Debt Securities or the Subordinated Debt Securities, or in respect
of any redemption, retirement, purchase or other acquisition of the Senior
Subordinated Debt Securities or the Subordinated Debt Securities other than
those made in capital stock of Hovnanian (or cash in lieu of fractional shares
thereof) (Sections 13.1 and 13.4 of the Senior Subordinated Debt Indentures and
Sections 13.1 and 13.4 of the Subordinated Debt Indentures).

If any default (other than a default described in the preceding paragraph)
occurs under the Senior Indebtedness of the Issuer, pursuant to which the
maturity thereof may be accelerated immediately or the expiration of any
applicable grace periods occurs (a "Senior Nonmonetary Default"), then, upon the
receipt by the Issuer and the trustee of written on behalf of holders of 25% or
more of the aggregate principal amount of Senior Indebtedness specifying an
election to prohibit such payment and other action by the Issuer in accordance
with the following provisions of this paragraph, the Issuer may not make any
payment or take any other action that would be prohibited by the immediately
preceding paragraph during the period (the "Payment Blockage Period") commencing
on the date of receipt of such Payment Notice and ending on the earlier of (i)
the date, if any, on which the holders of such Senior Indebtedness or their
representative notify the trustee that such Senior Nonmonetary Default is cured
or waived or ceases to exist or the Senior Indebtedness to which such Senior
Nonmonetary Default relates is discharged or (ii) the 179th day after the date
of receipt of such Payment Notice. Notwithstanding the provisions described in
the immediately preceding sentence, the Issuer may resume payments on the Senior
Subordinated Debt Securities and the Subordinated Debt Securities after such
Payment Blockage Period.

If (i) (A) without the consent of the Issuer a receiver, conservator,
liquidator or trustee of the Issuer or of any of its property is appointed by
the order or decree of any court or agency or supervisory authority having
jurisdiction, and such decree or order remains in effect for more than 60 days
or (B) the Issuer is adjudicated bankrupt or insolvent or (C) any of its
property is sequestered by court order and such order remains in effect for more
than 60 days or (D) a petition is filed against the Issuer under any state or
federal bankruptcy, reorganization, arrangement, insolvency, readjustment of
debt, dissolution, liquidation or receivership law of any jurisdiction whether
now or hereafter in effect, and is not dismissed within 60 days after such
filing; (ii) the Issuer (A) commences a voluntary case or other proceeding
seeking liquidation, reorganization, arrangement, insolvency, readjustment of
debt, dissolution, liquidation or other relief with respect to itself or its
debt or other liabilities under any bankruptcy, insolvency or other similar law
now or hereafter in effect or seeking the appointment of a trustee, receiver,
liquidator, custodian or other similar official of it or any substantial part of
its property, or (B) consents to any such relief or to the appointment of or
taking possession by any such official in an involuntary case or other
proceeding commenced against it, or (C) fails generally to, or cannot, pay its
debts generally as they become due or (D) takes any corporate action to
authorize or effect any of the foregoing; or (iii) any Subsidiary of the Issuer
takes, suffers or permits to exist any of the events or conditions referred to
in the foregoing clause (i) or (ii), then all Senior Indebtedness of the Issuer
(including any interest thereon accruing after the commencement of any such
proceedings) will first be paid in full before any payment or distribution,
whether in cash, securities or other property, is made by the Issuer to any
holder of Senior Subordinated Debt Securities or Subordinated Debt Securities on
account of the principal of, premium, if any, or interest, if any, on such
Senior Subordinated Debt Securities or Subordinated Debt Securities, as the case
may be. Any payment or distribution, whether in cash, securities or other
property (other than securities of the Issuer or any other corporation provided
for bganization or readjustment the payment of which is subordinate, at least to
the extent provided in the subordination provisions with respect to the
indebtedness evidenced by the Senior Subordinated Debt Securities or the
Subordinated Debt Securities, to the payment of all Senior Indebtedness of the
Issuer then outstanding and to any securities issued in respect thereof under
any such plan of reorganization or readjustment) that would otherwise (but for
the subordination provisions) be payable or deliverable in respect of the Senior
Subordinated Debt Securities or the Subordinated Debt Securities of any series
will be paid or delivered directly to the holders of Senior Indebtedness of the
Issuer in accordance with the priorities then existing among such holders until
all Senior Indebtedness of the Issuer (including any interest thereon accruing
after the commencement of any such proceedings) has been paid in full. In the
event of any such proceeding, after payment in full of all sums owing with
respect to Senior Indebtedness of the Issuer, the holders of Senior Subordinated
Debt Securities, together with the holders of any obligations of the Issuer
ranking on a parity with the Senior Subordinated Debt Securities, will be
entitled to be repaid from the remaining assets of the Issuer the amounts at
that time due and owing on account of unpaid principal of, premium, if any, or
interest, if any, on the Senior Subordinated Debt Securities and such other
obligations before any payment or other distribution, whether in cash, property
or otherwise, shall be made on account of any capital stock or obligations of
the Issuer ranking junior to the Senior Subordinated Debt Securities (including
the

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<PAGE>

Subordinated Debt Securities) and such other obligations (Section 13.1 of the
Senior Subordinated Debt Indentures and Section 13.1 of the Subordinated Debt
Indentures).

If any payment or distribution of any character, whether in cash, securities
or other property (other than securities of the Issuer or any od for by a plan
of reorganization or readjustment the payment of which is subordinate, at least
to the extent provided in the subordination provisions with respect to the
Senior Subordinated Debt Securities or the Subordinated Debt Securities, to the
payment of all Senior Indebtedness of the Issuer then outstanding and to any
securities issued in respect thereof under any such plan of reorganization or
readjustment), shall be received by the trustee, or any holder of any Senior
Subordinated Debt Securities or Subordinated Debt Securities in contravention of
any of the terms of the Senior Subordinated Debt Indenture or the Subordinated
Debt Indenture, as the case may be, such payment or distribution of securities
will be received in trust for the benefit of, and will be paid over or delivered
and transferred to, the holders of the Senior Indebtedness of the Issuer then
outstanding in accordance with the priorities then existing among such holders
for application to the payment of all Senior Indebtedness of the Issuer
remaining unpaid to the extent necessary to pay all such Senior Indebtedness of
the Issuer in full (Section 13.1 of the Senior Subordinated Debt Indentures and
Section 13.1 of the Subordinated Debt Indentures).

By reason of such subordination, in the event of the insolvency of the
Issuer, holders of Senior Indebtedness of the Issuer may receive more, ratably,
than holders of the Senior Subordinated Debt Securities or Subordinated Debt
Securities of the Issuer. Such subordination will not prevent the occurrence of
any Event of Default (as defined in the Indentures) or limit the right of
acceleration in respect of the Senior Subordinated Debt Securities or
Subordinated Debt Securities.

Concerning the Trustee

Information concerning the trustee for a series of Debt Securities will be
set forth in the Prospectus Supplement relating to such series of Debt
Securities. Any of the trustees under the Indentures may make loans to Hovnanian
or K. Hovnanian in the normal course of business.

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<PAGE>

DESCRIPTION OF CAPITAL STOCK

The authorized capital stock of the Company is 100,100,000 shares consisting
of 87,000,000 shares of Class A Common Stock, par value $.01 per share,
13,000,000 shares of Class B Common Stock, par value $.01 per share the "Class B
Common Stock") and 100,000 shares of Preferred Stock, par value $.01 per share
(the "Preferred Stock") in such series and with such voting powers,
designations, preferences and relative, participating, optional or other special
rights, and qualifications, limitations or restrictions thereof, as may be fixed
from time to time by the Board of Directors for each series. The following
summary description of certain provisions of the Company's Restated Certificate
of Incorporation (the "Certificate of Incorporation") and By-laws does not
purport to be complete and is qualified in its entirety by reference to said
provisions.

Common Stock

As of July 2, 1998, 14,064,337 shares of Class A Common Stock and 7,705,657
shares of Class B Common Stock were issued and outstanding. The Class A Common
Stock is traded on the American Stock Exchange. There is no established public
trading market for the Class B Common Stock. In order to trade Class B Common
Stock, the shares must be converted into Class A Common Stock on a one-for-one
basis. Any offering of common stock made hereby would only consist of Class A
Common Stock. The outstanding Class A Common Stock is, and any Class A Common
Stock offered pursuant to this Prospectus and any Prospectus Supplement when
issued and paid for will be, fully paid and non-assessable.

Dividends. Dividends on the Class A Common Stock will be paid if, when and as
determined by the Board of Directors of the Company out of funds legally
available for this purpose. Certain debt instruments to which the Company is a
party contain restrictions on the payment of cash dividends. At October 31,
1997, $41,578,000 of retained earnings were free of such restrictions. The
amount of any regular cash dividend payable on a share of Class A Common Stock
will be an amount equal to 110% of the corresponding regular cash dividend
payable on a share of Class B Common Stock. The Company has never paid dividends
nor does it currently intend to pay dividends.

Voting Rights. Holders of Class A Common Stock are entitled to one vote for
each share held by them on all matters presented to shareholders. Holders of
Class B Common Stock are entitled to ten votes per share.

Liquidation Rights. After satisfaction of the preferential liquidation rights
of any Preferred Stock, the holders of the Class A Common Stock and Class B
Common Stock are entitled to share ratably as a single class in the distribution
of all remaining net assets.

Preemptive and Other Rights. The holders of Class A Common Stock do not have
preemptive rights as to additional issues of Common Stock or conversion rights.
The shares of Class A Common Stock are not subject to redemption or to any
further calls or assessments and are not entitled to the benefit of any sinking
fund provisions. The rights, preferences and privileges of holders of Class A
Common Stock are subject to, and may be adversely affected by, the rights of the
holder of shares of any series of Preferred Stock which the Company may
designate and issue in the future.

Preferred Stock

The Certificate of Incorporation authorizes the Board of Directors to issue
from time to time up to 100,000 shares of Preferred Stock, in one or more
series, and with such voting powers, designations, preferences and relative,
participating, optional or other special rights, and qualifications, limitations
or restrictions thereof, as may be fixed from time to time by the Board of
Directors for each series. No shares of Preferred Stock have been issued and the
Company has no present plans to issue any shares of Preferred Stock. The
Preferred Stock, however, could be used without further action by the Board of
Directors as an anti-takeover device.

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<PAGE>

DESCRIPTION OF WARRANTS

Hovnanian may issue Warrants, including Warrants to purchase Class A Common
Stock or Preferred Stock and Warrants to purchase Hovnanian Debt Securities. K.
Hovnanian may issue Warrants to purchase K. Hovnanian Debt Securities. All
obligations of K. Hovnanian under the K. Hovnanian Warrants will be fully and
unconditionally guaranteed by Hovnanian. Warrants may be issued independently of
or together with any other Securities and may be attached to or separate from
such Securities. Obligations of Hovnanian and K. Hovnanian under the Warrants
may be guaranteed by the Subsidiary Guarantors. Each series of Warrants will be
issued under a separate Warrant Agreement (each a "Warrant Agreement") to be
entered into between Hovnanian and/or K. Hovnanian and a warrant agent (the
"Warrant Agent"). The Warrant Agent will act solely as an agent of Hovnanian
and/or K. Hovnanian in connection with the Warrants of such series and will not
assume any obligation or relationship of agency or trust for or with holders or
beneficial owners of Warrants. The following sets forth certain general terms
and provisions of the Warrants offered hereby. Further terms of the Warrants and
the applicable Warrant Agreement will be set forth in the applicable Prospectus
Supplement.

The applicable Prospectus Supplement will describe the following terms, where
applicable, of the Warrants in respect of which this Prospectus is being
delivered: (i) the title of such Warrants; (ii) the aggregate number of such
Warrants; (iii) the price or prices at which such Warrants will be issued; (iv)
the designation, aggregate principal amount and terms of the securities
purchasable upon exercise of such Warrants; (v) the designation and terms of the
Securities with which such Warrants are issued and the number of such Warrants
issued with each such security; (vi) if applicable, the date on and after which
such Warrants and the related securities will be separately transferable; (vii)
the price at which the securitiesmay be purchased; (viii) the date on which the
right to exercise such Warrants shall commence and the date on which such right
shall expire; (ix) the minimum or maximum amount of such Warrants which may be
exercised at any one time; (x) information with respect to book-entry
procedures, if any; (xi) a discussion of certain United States Federal income
tax considerations; and (xii) any other terms of such Warrants, including terms,
procedures and limitations relating to the exercise of such Warrants.

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<PAGE>

PLAN OF DISTRIBUTION

Hovnanian, K. Hovnanian and the Selling Shareholders may sell the Securities
to or through underwriters or dealers, and also may sell the Securities directly
to one or more other purchasers or through agents. The applicable Prospectus
Supplement will set forth the names of any underwriters or agents involved in
the sale of the Offered Securities and any applicable commissions or discounts.

Underwriters, dealers or agents may offer and sell the Offered Securities at
a fixed price or prices, which may be changed, or from time to time at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices or at negotiated prices. In connection with the sale of the
Securities, underwriters or agents may be deemed to have received compensation
from Hovnanian, K. Hovnanian or the Selling Shareholders in the form of
underwriting discounts or commissions and may also receive commissions from
purchasers of the Securities for whom they may act as agent. Underwriters or
agents may sell the Securities to or through dealers, and such dealers may
receive compensation in the form of discounts, concessions or commissions from
the underwriters or commissions from the purchasers for whom they may act as
agent.

The Preferred Stock, Debt Securities and Warrants, when first issued, will
have no established trading market. Any underwriters or agents to or through
whom Securities are sold by Hovnanian or K. Hovnanian for public offering and
sale may make a market in such Securities, but such underwriters or agents will
not be obligated to do so and may discontinue any market making at any time
without notice. No assurance can be given as to the liquidity of the trading
market for any Securities.

Any underwriters, dealers or agents participating in the distribution of the
Securities may be deemed to be underwriters, and any discounts and commissions
received by them and any profit realized by them on resale of the Securities may
be deemed to be underwritingAct. Underwriters, dealers or agents may be
entitled, under agreements entered into with Hovnanian, K. Hovnanian or the
Selling Shareholders, to indemnification against or contribution toward certain
civil liabilities, including liabilities under the Securities Act.

If so indicated in the Prospectus Supplement, Hovnanian, K. Hovnanian or the
Selling Shareholders will authorize underwriters or other persons acting as its
agents to solicit offers by certain institutions to purchase Securities from it
pursuant to contracts providing for payment and delivery on a future date.
Institutions with which such contracts may be made include commercial and
savings banks, insurance companies, pension funds, investment companies,
educational and charitable institutions and others, but in all cases will be
subject to the condition that the purchase of the Securities shall not at the
time of delivery be prohibited under the laws of the jurisdiction to which such
purchaser is subject. The underwriters and such agents will not have any
responsibility in respect of the validity or performance of such contracts.

LEGAL MATTERS

Certain legal matters with respect to the validity of the Securities will be
passed upon for Hovnanian and K. Hovnanian by Simpson Thacher & Bartlett, New
York, New York. Simpson Thacher & Bartlett will rely, as to matters of New
Jersey law, on the opinion of Peter S. Reinhart, Esq., Senior Vice President and
General Counsel for the Company. Certain legal matters in connection with the
Securities may also be passed upon for any agents or underwriters by counsel
specified in the Prospectus Supplement.

EXPERTS

The consolidated financial statements of Hovnanian Enterprises, Inc.
appearing in the Company's Annual Report (Form 10-K) for the fiscal year ended
October 31, 1998, have been audited by Ernst & Young LLP, independent auditors,
as set forth in their report thereon included therein and incorporated herein by
reference. Such consolidated financial statements are incorporated herein by
reference in reliance upon such report given upon the authority of such firm as
experts in accounting and auditing.

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<PAGE>

================================================================================

No dealer, salesperson or other person has been authorized to give any
information or to make any representations other than those contained in this
Prospectus and, if given or made, such information or representations must not
be relied upon as having been authorized. This Prospectus does not constitute an
offer to sell or a solicitation of an offer to buy the shares by anyone in any
jurisdiction in which such offer or solicitation is not authorized, or in which
the person making the offer or solicitation is not qualified to do so, or to any
person to whom it is unlawful to make such offer or solicitation. Neither the
delivery of this Prospectus nor any sale made hereunder shall create any
implication that the information contained herein is correct as of any time
subsequent to its date.

-------------------

TABLE OF CONTENTS

Available Information.......................................... 3
Incorporation of Certain Documents by Reference................ 3
The Company.................................................... 4
Selling Shareholders........................................... 4
Use of Proceeds................................................ 5
Ratios of Earnings to Fixed Charges and
Earnings to Combined Fixed Charges and Preferred
Stock Dividends............................................ 5
Description of Debt Securities................................. 5
Description of Capital Stock...................................16
Description of Warrants........................................17
Plan of Distribution...........................................18
Legal Matters..................................................18
Experts........................................................18
Information Not Required in Prospectus.........................21
Signatures.....................................................23
Index to Exhibits..............................................37

--------------------

================================================================================

HOVNANIAN
ENTERPRISES, INC.

K. HOVNANIAN ENTERPRISES, INC.

--------------------

PROSPECTUS

--------------------

April , 1999

================================================================================

<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

The estimated expenses payable by the Company in connection with the offering
described in this Registration Statement are as follows:

Total(a)
Registration Fee................................... $ 278
Legal fees and expenses............................ 50,000
Blue Sky fees and expenses......................... 5,000
Accounting fees and expenses....................... 25,000
Printing and duplicating expenses.................. 25,000
Miscellaneous expenses............................. 4,722
--------
Total........................................... $110,000
========

- ---------------
(a) All figures, except the SEC registration fee, are estimates.

Item 15. Indemnification of Directors and Officers.

Hovnanian is a Delaware corporation. Section 145 of the General Corporation
Law of the State of Delaware grants each corporation organized thereunder the
power to indemnify any person who is or was a director, officer, employee or
agent of another corporation or enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation), by
reason of being or having been in any such capacity, if he acted in good faith
in a manner reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. Section 102(b)(7) of the
General Corporation Law of the State of Delaware enables a corporation in its
certificate of incorporation or an amendment thereto validly approved by
stockholders to limit or eliminate the personal liability of the members of its
board of directors for violations of the directors' fiduciary duty care.

Article EIGHTH of Hovnanian's Restated Certificate of Incorporation contains
the following provisions with respect to indemnification:

No director of the Company shall be personally liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director;
provided, however, that this Article shall not eliminate or limit the
liability of a director (i) for any breach of the director's duty of loyalty
to the Company or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under section 174 of the Delaware General Corporation Law, or (iv) for
any transaction from which the director derived an improper personal benefit.
This Article shall not eliminate or limit the liability of a director for any
act or omission occurring prior to the date on which this Article becomes
effective. Any repeal or modification of this Article Eighth shall not
adversely affect any right or protection of a director of the Company
existing hereunder with respect to any act or omission occurring prior to the
time of such repeal or modification.

Hovnanian maintains a liability insurance policy providing coverage for its
directors and officers in an amount up to an aggregate limit of $10,000,000 for
any single occurrence.

Item 16. Exhibits.
<PAGE>

See Exhibit Index.

Item 17. Undertakings.

The undersigned registrants hereby undertake:

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

(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");

(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-
effective 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 from of prospectus filed with the Commission pursuant
to Rule 462(b) if, in the aggregate, the changes in volume and price
represent no more than 20 percent change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective Registration Statement; and

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;

provided, however, that paragraphs (i) and (ii) do not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Company pursuant to Section 13 or
Section 15(d) of the 1934 Act that are incorporated by reference in the
Registration Statement.

(2) 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.

(3) 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.

The undersigned registrants hereby undertake that, for purposes of
determining any liability under the Securities Act, each filing of the Hovnanian
annual report pursuant to section 13(a) or section 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the Exchange Act) that is incorporated by reference
in the 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.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrants pursuant to the provisions set forth in response to Item 15, or
otherwise, the registrants 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. 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 serted by such director,
officer or controlling person in connection with the securities being
registered, the registrants will, unless in the opinion of their 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.

The undersigned registrants hereby undertake to file an application for the
purpose of determining the eligibility of the trustee to act under subsection
(a) of Section 310 of the Trust Indenture Act in accordance with the rules and
regulations prescribed by the Commission under Section 305(b)(2) of the Act.
<PAGE>

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-3 and has duly caused this Amendment to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Red Bank, State of New Jersey, on April 8, 1999.

Hovnanian Enterprises, Inc.

By /s/ J. Larry Sorsby
-------------------------------------------
J. Larry Sorsby

Pursuant to the requirements of the Securities Act of 1933, this Amendment to
the Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>

* Chairman of the Board April 8, 1999
- -------------------------------------------
Kevork S. Hovnanian

* Chief Executive Officer, President April 8, 1999
- ------------------------------------------- and Director
Ara K. Hovnanian

* Senior Vice President--Corporate April 8, 1999
- ------------------------------------------- Controller and Director
Paul W. Buchanan

* Senior Vice President, April 8, 1999
- ------------------------------------------- General Counsel and Director
Peter S. Reinhart

Senior Vice President,
/s/ J. Larry Sorsby Treasurer, Chief Financial Officer April 8, 1999
- ------------------------------------------- and Director
J. Larry Sorsby

*By /s/ J. Larry Sorsby
- -------------------------------------------
J. Larry Sorsby
Attorney-in-fact April 8, 1999
</TABLE>
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, K. Hovnanian
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Red Bank, State of New Jersey, on April 8, 1999.

K. Hovnanian Enterprises, Inc.

By /s/ J. Larry Sorsby
--------------------------------------------
J. Larry Sorsby

Pursuant to the requirements of the Securities Act of 1933, this Amendment to
the Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>

* Director April 8, 1999
- -------------------------------------------
Kevork S. Hovnanian

Director April 8, 1999
*
- -------------------------------------------
Ara K. Hovnanian

Director April 8, 1999
*
- -------------------------------------------
Paul W. Buchanan

Director April 8, 1999
*
- -------------------------------------------
Peter S. Reinhart

/s/ J. Larry Sorsby Director April 8, 1999
- -------------------------------------------
J. Larry Sorsby

*By /s/ J. Larry Sorsby April 8, 1999
----------------------------------------
J. Larry Sorsby
Attorney-in-fact
</TABLE>
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, each
of the Registrants, as listed on the attached Schedule of Subsidiary
Registrants, has duly caused this Registration Statement to be signed on its
behalf by the undersigned, in his capacity as set forth on the attached Schedule
of Subsidiary Registrants, thereunto duly authorized, in the City of Red Bank,
State of New Jersey, on the 8th day of April, 1999.

Registrants (as listed on the attached Schedule
of Subsidiary Registrants)

By: /s/ J. Larry Sorsby
---------------------------------------------
J. Larry Sorsby

Pursuant to the requirements of the Securities Act of 1933, the Registration
Statement has been signed by the following person on the date and in the
capacities indicated.

<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>

* Director April 8, 1999
- -------------------------------------------
Kevork S. Hovnanian

Director April 8, 1999
*
- -------------------------------------------
Ara K. Hovnanian

Director April 8, 1999
*
- -------------------------------------------
Paul W. Buchanan

Director April 8, 1999
*
- -------------------------------------------
Peter S. Reinhart

/s/ J. Larry Sorsby Director April 8, 1999
- -------------------------------------------
J. Larry Sorsby

*By /s/ J. Larry Sorsby April 8, 1999
---------------------------------------
J. Larry Sorsby
Attorney-in-fact
</TABLE>
<PAGE>

SCHEDULE OF SUBSIDIARY REGISTRANTS

Exact Name Of Subsidiary Registrant As
- --------------------------------------
Specified In Its Charter
- ------------------------

K. Hovnanian at Hopewell Ill, Inc.
Recreational Development Corp., Inc.
Pine Brook Company, Inc.
K. Hovnanian at Bedminster, Inc.
K. Hovnanian at The Bluff, Inc.
K. Hovnanian at Atlantic City, Inc.
Hovnanian Properties of Atlantic County, Inc.
Montego Bay I Acquisition Corp., Inc.
Pike Utilities, Inc.
Arrow Properties, Inc.
K. Hovnanian Real Estate Investment, Inc.
Hovnanian Texas, Inc.
Landarama, Inc.
Tropical Service Builders, Inc.
Hovnanian Pennsylvania, Inc.
K. Hovnanian Properties of North Brunswick V, Inc.
K. Hovnanian at Mahwah VIII, Inc.
K. Hovnanian at Wall Township IV, Inc.
K. Hovnanian at Montville, Inc.
Hovnanian of Palm Beach, Inc.
K. Hovnanian Companies of Florida, Inc.
K. Hovnanian at Freehold Township, Inc.
Hovnanian Properties of Lake Worth, Inc.
K. Hovnanian Companies of Pennsylvania, Inc.
K. Hovnanian Properties of Hamilton, Inc.
K. Hovnanian at Scotch Plains, Inc.
K. Hovnanian at Wayne IV, Inc.
Hovnanian Developments of Florida, Inc.
<PAGE>

Exact Name Of Subsidiary Registrant As
- --------------------------------------
Specified In Its Charter
- ------------------------

Montego Bay II Acquisition Corp., Inc.
Hovnanian of Palm Beach VII, Inc.
K. Hovnanian at Wall Township II, Inc.
K. Hovnanian Enterprises, Inc.
Hovnanian of Palm Beach IX, Inc.
Hovnanian at Tarpon Lakes I, Inc.
K. Hovnanian Companies Northeast, Inc.
Kings Grant Evesham Corp.
K. Hovnanian at Manalapan, Inc.
K. Hovnanian at Wall Township, Inc.
K. Hovnanian at East Brunswick VII, Inc.
K. Hovnanian Companies of Central Jersey, Inc.
Hovnanian of Palm Beach XI, Inc.
K. Hovnanian at South Brunswick II, Inc.
K. Hovnanian at Lawrence Square, Inc.
K. Hovnanian at Tarpon Lakes III, Inc.
K. Hovnanian at Horizon Heights, Inc.
K. Hovnanian at Reservoir Ridge, Inc.
K. Hovnanian at Jersey City I, Inc.
K. Hovnanian Investment Properties of New Jersey, Inc.
K. Hovnanian at Ft. Myers I, Inc.
K. Hovnanian at Howell Township II, Inc.
K. Hovnanian at Klockner Farms, Inc.
K. Hovnanian at Jensen Beach, Inc.
Molly Pitcher Construction Co., Inc.
K. Hovnanian at Mahwah VII, Inc.
K. Hovnanian at Wayne III, Inc.
K. Hovnanian Properties of East Brunswick II, Inc.
K. Hovnanian at Kings Grant I, Inc.
The New Fortis corporation
<PAGE>

Exact Name Of Subsidiary Registrant As
- --------------------------------------
Specified In Its Charter
- ------------------------

K. Hovnanian at Clarkstown, Inc.
K. Hovnanian Companies of New York, Inc.
K. Hovnanian Developments of New York, Inc.
Dryer Associates, Inc.
K. Hovnanian at Pasco I, Inc.
K. Hovnanian at Lakewood, Inc.
K. Hovnanian at Martin Downs II, Inc.
K. Hovnanian Aviation, Inc.
K. Hovnanian Investment Properties, Inc.
K. Hovnanian at Ft. Myers II, Inc.
K. Hovnanian at Bernards II, Inc.
K. Hovnanian at South Brunswick III, Inc.
Minerva Group, Inc.
K. Hovnanian Developments of New Jersey, Inc.
K. Hovnanian at Bridgewater V, Inc.
K. Hovnanian at North Brunswick II, Inc.
K. Hovnanian at Washingtonville, Inc.
K. Hovnanian at Peekskill, Inc.
K. Hovnanian at Newark I, Inc.
K. Hovnanian at Carmel, Inc.
K. Hovnanian at East Windsor I, Inc.
Parthenon Group, Inc.
K. Hovnanian at Marlboro Township II, Inc.
K. Hovnanian at Somerset III, Inc.
R.C.K. Community Management Co., Inc.
K. Hovnanian at Montclair, NJ, Inc.
K. Hovnanian at East Brunswick Vi, Inc.
K. Hovnanian at Hackettstown, Inc.
K. Hovnanian Companies of North Carolina, Inc.
K. Hovnanian at Montville II, Inc.
<PAGE>

Exact Name Of Subsidiary Registrant As
- --------------------------------------
Specified In Its Charter
- ------------------------

K. Hovnanian at Wall Township VII, Inc.
K. Hovnanian at Bridgewater II, Inc.
K. Hovnanian at Merrimack, Inc.
K. Hovnanian at Bernards III, Inc.
Eastern National Title Insurance Agency, Inc.
K. Hovnanian at Wayne V, Inc.
K. Hovnanian at Pasco II, Inc.
K. Hovnanian at Delray Beach II, Inc.
K. Hovnanian at Branchburg I, Inc.
K. Hovnanian at Plainsboro II, Inc.
K. Hovnanian at Northern Westchester, Inc.
K. Hovnanian at Marlboro Township, Inc.
K. Hovnanian at West Orange, Inc.
Eastern Title Agency, Inc.
K. Hovnanian Properties of Franklin, Inc.
K. Hovnanian at Mahwah II, Inc.
New England Community Management Company, Inc.
K. Hovnanian at Howell Township, Inc.
K. Hovnanian at South Brunswick IV, Inc.
K. Hovnanian at Wall Township VI, Inc.
K. Hovnanian Properties of Piscataway, Inc.
K. Hovnanian at Mahwah V, Inc.
K. Hovnanian at Merrimack II, Inc.
K. Hovnanian at Newark Urban Renewal Corporation I
K. Hovnanian at Lawrence Grove, Inc.
K. Hovnanian at Cedar Grove I, Inc.
K. Hovnanian at Cedar Grove II, Inc.
K. Hovnanian at North Brunswick III, Inc.
K. Hovnanian at Jersey City II, Inc.
K. Hovnanian at Burlington, Inc.
<PAGE>

Exact Name Of Subsidiary Registrant As
- --------------------------------------
Specified In Its Charter
- ------------------------

K. Hovnanian at South Brunswick V, Inc.
K. Hovnanian at Half Moon Bay, Inc.
K. Hovnanian at Jacksonville II, Inc.
K. Hovnanian at Branchburg II, Inc.
K. Hovnanian at Embassy Lakes, Inc.
K. Hovnanian at The Reserve at Medford, Inc.
K. Hovnanian at Branchburg III, Inc.
K. Hovnanian at Lower Saucon, Inc.
Jersey City Danforth CSO, Inc.
K. Hovnanian at East Windsor II, Inc.
K. Hovnanian at Marlboro Township III, Inc.
K. Hovnanian at Newark Urban Renewal Corp. III, Inc.
K. Hovnanian at Somerset VIII, Inc.
K. Hovnanian at Readington, Inc.
K. Hovnanian at Hopewell I, Inc.
K. Hovnanian at Newark Urban Renewal Corp. IV, Inc.
K. Hovnanian at Newark Urban Renewal Corp. V, Inc.
K. Hovnanian at Plainsboro III, Inc.
K. Hovnanian at Mahwah IV, Inc.
K. Hovnanian at Pompano Beach, Inc.
K. Hovnanian at Jersey City III, Inc.
K. Hovnanian Properties of Newark Urban Renewal Corporation, Inc.
K. Hovnanian at North Brunswick IV, Inc.
K. Hovnanian at Bridgewater IV, Inc.
K. Hovnanian at South Brunswick, Inc.
K. Hovnanian at Perkiomen I, Inc.
K. Hovnanian at Valleybrook, Inc.
K. Hovnanian at Ocean Township, Inc.
K. Hovnanian at Plainsboro I, Inc.
K. Hovnanian Real Estate of Florida, Inc.
<PAGE>

Exact Name Of Subsidiary Registrant As
- --------------------------------------
Specified In Its Charter
- ------------------------

Western Financial Services, Inc.
K. Hovnanian at Wayne, Inc.
K. Hovnanian Properties of Red Bank, Inc.
K. Hovnanian at Hanover, Inc.
K. Hovnanian at Lake Charleston, Inc.
New K. Hovnanian Developments of Florida, Inc.
K. Hovnanian Companies of Metro Washington, Inc.
K. Hovnanian at Montgomery I, Inc.
EXC, Inc.
K. Hovnanian Developments of Metro Washington, Inc.
K. Hovnanian at Ashburn Village, Inc.
K. Hovnanian at Woodmont, Inc.
K. Hovnanian at Fairway Views, Inc.
K. Hovnanian at Carolina Country Club I, Inc.
K. Hovnanian at Chapel Trail, Inc.
K. Hovnanian Treasure Coast, Inc.
K. Hovnanian at Upper Merion, Inc.
K. Hovnanian at Mahwah VI, Inc.
K. Hovnanian at Medford I, Inc.
K. Hov International, Inc.
K. Hovnanian at Montclair, Inc.
K. Hovnanian at Bull Run, Inc.
K. Hovnanian at Sully Station, Inc.
K. Hovnanian at Spring Ridge, Inc.
K. Hovnanian Marine, Inc.
K. Hovnanian at River Oaks, Inc.
K. Hovnanian at Holly Crest, Inc.
K. Hovnanian Properties of Route 35, Inc.
Stonebrook Homes, Inc.
K. Hovnanian at Winston Trails, Inc.
<PAGE>

Exact Name Of Subsidiary Registrant As
- --------------------------------------
Specified In Its Charter
- ------------------------

K. Hovnanian at Lakes of Boca Raton, Inc.
K. Hovnanian at Lake Charleston II, Inc.
K. Hovnanian at Lake Charleston III, Inc.
K. Hovnanian at Bridgewater VI, Inc.
KHIPE, Inc.
K. Hovnanian at Fair Lakes, Inc.
K. Hovnanian at Carolina Country Club II, Inc.
K. Hovnanian at Valleybrook II, Inc.
K. Hovnanian at Park Ridge, Inc.
K. Hovnanian at Belmont, Inc.
K. Hovnanian at Winston Trails II, Inc.
K. Hovnanian Fair Lakes Glen, Inc.
K. Hovnanian at Pembroke Shores, Inc.
K. Hovnanian at Carolina Country Club III, Inc.
Governor's Abstract Co., Inc.
K. Hovnanian at Coconut Creek, Inc.
K. Hovnanian at Polo Trace, Inc.
Founders Title Agency, Inc.
K. Hovnanian at Bernards IV, Inc.
K. Hovnanian at Perkiomen II, Inc.
K. Hovnanian at Wayne II, Inc.
K. Hovnanian at Upper Makefield I, Inc.
K. Hovnanian Companies of California, Inc.
K. Hovnanian at Terraza, Inc.
K. Hovnanian Developments of California, Inc.
KHC Acquisition, Inc.
K. Hovnanian at Stuart Road, Inc.
K. Hovnanian at Highland Vineyards, Inc.
K. Hovnanian at Ballantrae, Inc.
Ballantrae Home Sales, Inc.
<PAGE>

Exact Name Of Subsidiary Registrant As
- --------------------------------------
Specified In Its Charter
- ------------------------

K. Hovnanian Companies at Wildrose, Inc.
K. Hovnanian at Greenbrook, Inc.
K. Hovnanian at Hunter Estates, Inc.
K. Hovnanian at Carmel Del mar, Inc.
K. Hovnanian at Vail Ranch, Inc.
K. Hovnanian at Princeton, Inc.
K. Hovnanian at Raritan I, Inc.
K. Hovnanian at Calabria, Inc.
K. Hovnanian at Seneca Crossing, Inc.
K. Hovnanian Companies of Maryland, Inc.
K. Hovnanian Developments of Maryland, Inc.
K. Hovnanian at Exeter Hills, Inc.
K. Hovnanian Florida Region, Inc.
K. Hovnanian Southeast Florida, Inc.
K. Hovnanian at Berlin, Inc.
K. Hovnanian at East Brunswick VI, Inc.
K. Hovnanian at Bedminster II, Inc.
K. Hovnanian at Inverrary I, Inc.
K. Hovnanian at Mahwah IX, Inc.
K. Hovnanian at Northlake, Inc.
K. Hovnanian at Hopewell IV, Inc.
K. Hovnanian at Locust Grove I, Inc.
K. Hovnanian at Castile, Inc.
K. Hovnanian at Tierrasanta, Inc.
K. Hovnanian at Preston, Inc.
K. Hovnanian at Bernards III, Inc.
K. Hovnanian at Wayne VI, Inc.
K. Hovnanian Properties of North Center Drive, Inc.
Ballantrae Development Corp.
K. Hovnanian at La Trovata, Inc.
<PAGE>

Exact Name Of Subsidiary Registrant As
- --------------------------------------
Specified In Its Charter
- ------------------------

K. Hovnanian at Rancho Cristianitos, Inc.
K. Hovnanian at Tannery Hill, Inc.
K. Hovnanian Properties of N.B. Theatre, Inc.
K. Hovnanian at Crystal Springs, Inc.
K. Hovnanian at The Cedars, Inc.
K. Hovnanian Construction Management, Inc.
K. Hovnanian Acquisitions, Inc.
K. Hovnanian at Burlington II, Inc.
K. Hovnanian at Burlington III, Inc.
K. Hovnanian at Ballantrae Estates, Inc.
K. Hovnanian at Smithville, Inc.
K. Hovnanian at Jefferson, Inc.
K. Hovnanian at Upper Freehold Township I, Inc.
K. Hovnanian at Hershey's Mill, Inc.
K. Hovnanian at Dominion Ridge, Inc.
K. Hovnanian at Port Imperial North, Inc.
K. Hovnanian at Union Township I, Inc.
K. Hovnanian at East Brunswick VIII, Inc.
K. Hovnanian at Manalapan II, Inc.
K. Hovnanian at Hopewell V, Inc.
K. Hovnanian at Hopewell VI, Inc.
K. Hovnanian at Cameron Chase, Inc.
K. Hovnanian at Thornbury, Inc.
K. Hovnanian at Wayne VII, Inc.
K. Hovnanian Scotch Plains II, Inc.
K. Hovnanian at Marlboro Township IV, Inc.
K. Hovnanian Port Imperial Urban Renewal, Inc.
K. Hovnanian at East Whiteland I, Inc.
K. Hovnanian at Stonegate, Inc.
K. Hovnanian at Crestline, Inc.
<PAGE>

Exact Name Of Subsidiary Registrant As
- --------------------------------------
Specified In Its Charter
- ------------------------

K. Hovnanian at San Sevaine, Inc.
K. Hovnanian at Sycamore, Inc.
K. Hovnanian Companies of Southern California, Inc.
K. Hovnanian at Smithville II, Inc.
K. Hovnanian at Stony Point, Inc.
K. Hovnanian at Stone Canyon, Inc.
K. Hovnanian at Tuxedo, Inc.
K. Hovnanian at Bridgeport, Inc.
K. Hovnanian at Saratoga, Inc.
K. Hovnanian at Chaparral, Inc.
K. Hovnanian at Ocean Walk, Inc.
K. Hovnanian at Lower Saugon II, Inc.
K. Hovnanian at Stonegate, Inc.
K. Hovnanian at Barrington, Inc.
K. Hovnanian at Hampton Oaks, Inc.
K. Hovnanian at P.C. Homes, Inc.
K. Hovnanian at P.C. Properties, Inc.
K. Hovnanian at Summerwood, Inc.
K. Hovnanian at The Glen
K. Hovnanian's Four Seasons of the Palm Beaches, Inc.
K. Hovnanian at Wall Township VIII, Inc.
K. Hovnanian at North Jersey Acquisition, L.L.C.
K. Hovnanian Central Acquisition, L.L.C.
K. Hovnanian Shore Acquisition, L.L.C.
K. Hovnanian South Jersey Acquisition, L.L.C.
K. Hovnanian at Mansfield I, L.L.C.
K. Hovnanian at Mansfield II, L.L.C.
K. Hovnanian North Central Acquisition, L.L.C.
K. Hovnanian at Wayne VIII, L.L.C.
K. Hovnanian at Bernards V, L.L.C.
<PAGE>

Exact Name Of Subsidiary Registrant As
- --------------------------------------
Specified In Its Charter
- ------------------------

K. Hovnanian at Wanaque, L.L.C.
K. Hovnanian at Chester I, L.L.C.
K. Hovnanian at Winchester, L.L.C.
K. Hovnanian at Middletown, L.L.C.
K. Hovnanian's Four Seasons, L.L.C.
K. Hovnanian at Menifee, L.L.C.
K. Hovnanian at North Brunswick VI, L.L.C.
K. Hovnanian at Carmel Village, L.L.C.
K. Hovnanian at Lawrence, L.L.C.
K. Hovnanian at Blue Heron Pines, L.L.C.
K. Hovnanian at Jackson, L.L.C.
K. Hovnanian at Roland Heights, L.L.C.
K. Hovnanian at Berkeley, L.L.C.
K. Hovnanian at King Farm, L.L.C.
K. Hovnanian at South Bank, L.L.C.
K. Hovnanian at Prince William, L.L.C.
K. Hovnanian at Lake Terrapin, L.L.C.
<PAGE>

INDEX TO EXHIBITS

<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibits
------ -----------------------
<C> <S>
**1.1 - Underwriting Agreement (Hovnanian Debt Securities and Warrants to Purchase Hovnanian Debt
Securities).
**1.2 - Underwriting Agreement (K. Hovnanian Debt Securities and Warrants to Purchase K. Hovnanian Debt
Securities).
**1.3 - Underwriting Agreement (Equity Securities and Warrants to Purchase Equity Securities).
*4.1 - Form of Hovnanian Debt Securities.
*4.2 - Form of K. Hovnanian Debt Securities.
*4.3 - Form of Hovnanian Senior Debt Indenture.
*4.4 - Form of Hovnanian Senior Subordinated Debt Indenture.
*4.5 - Form of Hovnanian Subordinated Debt Indenture.
*4.6 - Form of K. Hovnanian Senior Debt Indenture.
*4.7 - Form of K. Hovnanian Senior Subordinated Debt Indenture.
*4.8 - Form of K. Hovnanian Subordinated Debt Indenture.
*4.9 - Form of Warrant Agreement for Preferred Stock and Common Stock (including Form of Warrant
Certificate).
*4.10 - Form of Warrant Agreement for Hovnanian Debt Securities (including form of Warrant Certificate).
*4.11 - Form of Warrant Agreement for K. Hovnanian Debt Securities (including form of Warrant Certificate).
****5.1 - Opinion of Simpson Thacher & Bartlett.
****5.2 - Opinion of Peter S. Reinhart, Senior Vice President and General Counsel of Hovnanian and
K. Hovnanian.
****12.1 - Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Dividends.
23.1 - Consent of Ernst & Young LLP.
****23.2 - Consent of Simpson Thacher & Bartlett (included in Exhibit 5.1).
24.1 - Powers of Attorney of Board of Directors of Hovnanian (included on signature page).
***25.1 - Statement of Eligibility of Trustee under the Hovnanian Senior Debt Indenture.
***25.2 - Statement of Eligibility of Trustee under the Hovnanian Senior Subordinated Debt Indenture.
***25.3 - Statement of Eligibility of Trustee under the Hovnanian Subordinated Debt Indenture.
****25.4 - Statement of Eligibility of Trustee under K. Hovnanian Senior Debt Indenture.
***25.5 - Statement of Eligibility of Trustee under K. Hovnanian Senior Subordinated Debt Indenture.
***25.6 - Statement of Eligibility of Trustee under K. Hovnanian Subordinated Debt Indenture.
</TABLE>
- ----------------------------
* Incorporated by reference to exhibit of same number to Registration
Statement No. 333-51991.

** To be incorporated by reference, as necessary, as an exhibit to one or
more reports on Form 8-K.

*** To be provided in accordance with Section 305(b)(2) of the Trust
Indenture Act of 1939.

**** To be filed by amendment.

<PAGE>

Exhibit 23.1

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" in the
Registration Statements on Form S-3 of Hovnanian Enterprises, Inc. (the
"Company") and K. Hovnanian Enterprises, Inc. and certain subsidiaries of the
Company for the registration of 7,643,312 shares of Class A common stock of the
Company and $226,000,000 of preferred stock, common stock, preferred stock
warrants, common stock warrants, debt securities and debt security warrants and
to the incorporation by reference therein of our report dated December 15, 1998,
with respect to the consolidated financial statements and schedules of the
Company included in its Annual Report (Form 10-K) for the fiscal year ended
October 31, 1998, filed with the Securities and Exchange Commission.

-------------------------------
Ernst & Young LLP

New York, New York
April 6, 1999

<PAGE>

Exhibit 24.1

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the person whose signature appears
below (the "Signatory") constitutes and appoints J. Larry Sorsby (the "Agent")
as his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for and in his name, place and stead, in any
and all capacities, to sign post-effective amendments to Registration Statements
Nos. 33-61778 and 333-51991, and an additional Registration Statement on Form S-
3 to be filed on or about the date hereof, by Hovnanian Enterprises, Inc., K.
Hovnanian Enterprises, Inc. and the additional subsidiaries of Hovnanian
Enterprises, Inc. on the list attached hereto, and any and all amendments
(including post-effective amendments) and other instruments relating thereto,
and to file the same, with all exhibits thereto, and all other documents in
connection therewith, with the Securities and Exchange Commission. The Signatory
further grants to the Agent full power and authority to do and perform each and
every act and thing requisite and necessary, in the judgement of the Agent, to
be done in connection with any such signing and filing, as full to all intents
and purposes as he might or could do in person, and hereby ratifies and confirms
all that said Agents, or its or his other substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

By:
--------------------------------

Dated: April 8, 1999