HORTON D R INC /DE/
S-8 POS, 1998-05-04
OPERATIVE BUILDERS
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       As filed with the Securities and Exchange Commission on May 4, 1998
                                                       Registration No. 33-33550
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   -----------
                         POST-EFFECTIVE AMENDMENT NO. 1
                                       TO
                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                   -----------
                                D.R. HORTON, INC.
             (Exact name of registrant as specified in its charter)


              Delaware                                          75-2386963
  (State or other jurisdiction of                            (I.R.S. Employer
  incorporation or organization)                          Identification Number)

        1901 Ascension Blvd.                                       76006
             Suite 100                                           (Zip Code)
          Arlington, Texas
(Address of Principal Executive Offices)

          CONTINENTAL HOMES HOLDING CORP. 1988 STOCK INCENTIVE PLAN(1)
      CONTINENTAL HOMES HOLDING CORP. RESTATED 1986 STOCK INCENTIVE PLAN(1)
                              (Full title of plans)

                                Charles N. Warren
                              Senior Vice President
                               and General Counsel
                         1901 Ascension Blvd., Suite 100
                             Arlington, Texas 76006
                     (Name and address of agent for service)
                                  817-856-8200
          (Telephone number, including area code, of agent for service)
                         ------------------------------

(1)   The Continental Homes Holding Corp.  ("Continental")  1988 Stock Incentive
      Plan and the Continental Homes Holding Corp. Restated 1986 Stock Incentive
      Plan (as amended and restated,  collectively, the "Plans") were originally
      sponsored by Continental.  The outstanding options granted under the Plans
      were assumed by the Registrant as successor to Continental pursuant to the
      merger of Continental into and with the Registrant.






                                        1

<PAGE>





     This  Registration  Statement No. 33-33550 (the  "Registration  Statement")
registered an aggregate of 400,000  shares of Common Stock,  par value $.01 (the
"Securities"), of Continental Homes Holding Corp. ("Continental").

     On April 20,  1998,  Continental  merged  with and into D.R.  Horton,  Inc.
("Horton")  and  Horton  assumed  the  outstanding  options  granted  under  the
Continental  Homes Holding Corp.  1988 Stock  Incentive Plan and the Continental
Homes Holding Corp.  Restated 1986 Stock Incentive  Plan.  Horton is registering
its shares of Common  Stock for  issuance  upon  exercise  of such  options on a
separate  Registration  Statement on Form S-8 that was filed prior to the filing
of this  Post  Effective  Amendment  No.  1.  Accordingly,  the  Registrant,  as
successor by merger to Continental, is removing the Securities from registration
under Registration Statement.










































                                        2

<PAGE>






                        SIGNATURES AND POWERS OF ATTORNEY

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds  to  believe  that it meets  all the
requirements  for  filing on Form S-8 and has duly  caused  this  Post-Effective
Amendment  to  Registration  Statement  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto  duly  authorized,  in the City of  Arlington,  State of
Texas, on April 30, 1998.

                                         D.R. HORTON, INC.



                                         By: /s/ Donald R. Horton
                                             ---------------------------
                                             Donald R. Horton
                                             Chairman of the Board and President










































                                        3

<PAGE>


     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below hereby  constitutes  and appoints each of Donald R. Horton,  individually,
and Donald R. Horton,  David J. Keller,  Richard  Beckwitt and Donald J. Tomnitz
together as a group, as his true and lawful  attorney-in-fact and agent, for him
and in his name, place and stead, in any and all capacities, to sign any and all
amendments to this Registration Statement,  including post-effective amendments,
and to file  the  same,  with all  exhibits  thereto,  and  other  documents  in
connection therewith, with the Securities and Exchange Commission, granting unto
each such  attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises,  as  fully  to all  intents  and  purposes  as he might or could do in
person,  hereby ratifying and confirming all that each such attorney-in-fact and
agent, each acting alone, may lawfully do or cause to be done by virtue hereof.

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


     Signature                             Title                       Date
     ---------                             -----                       ----

 /s/ Donald R. Horton              Chairman of the Board          April 30, 1998
 ----------------------           and President (Principal
  Donald R. Horton                   Executive Officer)



 /s/ Richard Beckwitt                    Director                 April 30, 1998
 ----------------------
  Richard Beckwitt



 /s/ Richard I. Galland                  Director                 April 30, 1998
 ----------------------
  Richard I. Galland



 /s/ Richard L. Horton                   Director                 April 30, 1998
 ----------------------
   Richard L. Horton



 /s/ Terrill J. Horton                   Director                 April 30, 1998
 ---------------------
   Terrill J. Horton



 /s/ David J. Keller            Treasurer, Chief Financial        April 30, 1998
 ---------------------             Officer and Director
   David J. Keller              (Principal Accounting and 
                                    Financial Officer)


 /s/ Francine I. Neff                    Director                 April 30, 1998
 ----------------------
   Francine I. Neff



 /s/ Scott J. Stone                      Director                 April 30, 1998
- ----------------------
   Scott J. Stone



 /s/ Donald J. Tomnitz                   Director                 April 30, 1998
 ----------------------
   Donald J. Tomnitz



                                         Director                 April   , 1998
 ----------------------
   Bradley S. Anderson



                                         Director                 April   , 1998
 ----------------------
    W. Thomas Hickcox




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