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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13D/A
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No. 1)*
Continental Homes Holding Corp.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
21148C102
(CUSIP Number)
Stephanie B. Mudick
Deputy General Counsel
Travelers Group Inc.
388 Greenwich Street
New York, New York 10013
(212) 816-8000
(Name, address and telephone number of person
authorized to receive notices and communications)
January 27, 1998
(Date of event which requires filing of this statement)
______________________
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
(Continued on following pages)
________________________
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purposes of Section 18 of the Securities Exchange Act of
1934 or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
Page 1 of 6
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CUSIP NO. 21148C102 13D PAGE 2 OF 6 PAGES
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Travelers Group Inc., 52-1568099
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF 7 SOLE VOTING POWER 0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 245,622
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 245,622
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 245,622
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.5%
14 TYPE OF REPORTING PERSON* HC
*SEE INSTRUCTIONS BEFORE FILLING OUT
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This Amendment No. 1 to the statement on Schedule 13D, dated December
23, 1997 (the "Schedule 13D"), of Travelers Group Inc. is being filed with
respect to the Common Stock, $.01 par value (the "Common Stock"), of Continental
Homes Holding Corp., a Delaware corporation (the "Issuer"). All terms defined
in the Schedule 13D have the same meanings in this Amendment No. 1.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b) The last sentence of the first paragraph of this
item as set forth in the Schedule 13D is deleted. In addition, the second
and third paragraphs of this item as set forth in the Schedule 13D are
deleted and the following is inserted in their place:
"As of January 27, 1998, TRV may be deemed to beneficially own 245,622
shares of Common Stock, which includes 111,097 shares of Common Stock and
134,525 shares of Common Stock issuable upon conversion of 3,195,000 6 7/8%
Convertible Subordinated Notes due 11/1/02 (the "Convertible Notes"). 245,622
shares of Common Stock represents 3.5% of the outstanding shares of Common Stock
(based on 6,998,211 shares of Common Stock outstanding, which is the sum of the
6,863,686 shares of Common Stock outstanding as of December 30, 1997, as
reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended
November 30, 1997, and the 134,525 shares that would be issued upon conversion
of the Convertible Notes).
Except as set forth or incorporated by reference herein, none of TRV
or, to the best knowledge of TRV, the persons listed in Annex A hereto,
beneficially owned any Common Stock or Convertible Notes on January 27, 1998."
(c) This item as set forth in the Schedule 13D is deleted and the
following is inserted in its place:
"The dates, number of shares and prices per share for all purchases
and sales of Common Stock by subsidiaries of TRV from January 12, 1998, the date
the Schedule 13D was filed, through the date hereof are shown on Annex B hereto,
which is incorporated herein by reference. All such purchases and sales of
Common Stocks were effected on the New York Stock Exchange. No Convertible
Notes were purchased or sold by subsidiaries of TRV during such period."
(d) and (e) The following is hereby inserted as this item:
"As a result of sales of shares of Common Stock, TRV ceased to be the
beneficial owner of more than five percent of the Common Stock on January 27,
1998."
Page 3 of 6 Pages
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ANNEXES
A. Executive Officers and Directors of Travelers Group Inc. (omitted from this
Amendment No. 1).
B. Description of Purchases and Sales of shares of Common Stock by
Subsidiaries of TRV from January 12, 1998 through the date hereof.
Page 4 of 6 Pages
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SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
January 30, 1998
TRAVELERS GROUP INC.
By: /s/ Stephanie B. Mudick
-------------------------
Name: Stephanie B. Mudick
Title: Assistant Secretary
Page 5 of 6 Pages
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ANNEX B
Set forth below are the purchases and sales of shares of Common Stock by
subsidiaries of TRV from January 12, 1998 through the date hereof. The
following purchases and sales were made for accounts or mutual funds managed by
subsidiaries of TRV.
Number of Number of
Trade Date Shares Purchased Shares Sold Price Per Share
1/14/98 70 $42.8750
1/20/98 10,000 $45.0000
1/23/98 1,500 $45.0000
2,400 $45.0000
1,500 $45.0000
2,400 $45.0000
5,600 $44.8750
3,900 $44.9375
500 $44.8125
8,500 $44.7500
1/26/98 10,200 $44.3565
15,000 $44.3565
10,000 $44.3565
30,000 $44.3565
300 $44.3565
1/27/98 9,700 $43.7616
24,800 $43.7616
1/28/98 200 $44.1875
200 $44.1875
200 $44.1875
Page 6 of 6 Pages
