HORTON D R INC /DE/, S-3, 1999-04-13

HORTON D R INC /DE/
S-3, 1999-04-13
OPERATIVE BUILDERS

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As filed with the Securities and Exchange Commission on April 13, 1999
Registration No. 333-__________
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

Form S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
D.R. HORTON, INC.
Co-registrants are listed on the following page.
(Exact name of registrant as specified in its charter)

Delaware 75-2386963
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
Paul W. Buchschacher
Corporate Counsel
1901 Ascension Blvd., Suite 100
1901 Ascension Blvd., Suite 100 Arlington, Texas 76006
Arlington, Texas 76006 (817) 856-8200
(817) 856-8200 (Name, address, including zip code,
(Address, including zip code, and telephone number, including
and telephone number, including area code, of agent for service)
area code, of registrant's
principal executive offices)

The Commission is requested to mail copies of all orders,
notices and communications to:
Irwin F. Sentilles, III
Gibson, Dunn & Crutcher LLP
1717 Main Street, Suite 5400
Dallas, Texas 75201
(214) 698-3100
Approximate date of commencement of proposed sale to the public:
From time to time after this registration statement becomes effective.

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

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. [x]
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. [ ]
------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE

Title of each class of Proposed maximum Amount of
securities to be registered aggregate offering price (1) registration fee
============================================================ ============================== ==================
<S> <C> <C>
Debt Securities, Preferred Stock (par value $.10 per share),
Common Stock (par value $.01 per share) and Warrants (2).... $600,000,000 (3) $167,055 (4)
Guarantees of the Debt Securities by direct and indirect
subsidiaries of D.R. Horton, Inc. (5)...................... - - (6)
============================================================ ============================== ==================
<FN>
(1) Exclusive of accrued interest and dividends, if any, and estimated
solely for the purpose of calculating the registration fee pursuant to
Rule 457(o).
(2) Includes shares of common stock which may be issued upon conversion of
preferred stock or debt securities, or exercise of warrants, which are
being registered.
(3) Of the $600,000,000 of securities being registered hereunder, pursuant
to Rule 429(b) under the Securities Act of 1933, as amended, an
aggregate of $15,000,000 of securities are being carried forward from
the registrant's prior registration statement on Form S-3 (SEC File
No. 333-57193).

<PAGE>

(4) In connection with the prior registration statement, registration fees
of approximately $4,425 were previously paid with respect to the
$15,000,000 of securities being carried forward herewith.
(5) See the following page for a list of the subsidiary guarantors.
(6) Pursuant to Rule 457(n) under the Securities Act of 1933, no separate
fee for the guarantees is payable.
</FN>
</TABLE>

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

Pursuant to Rule 429 under the Securities Act of 1933, the prospectus also
relates to securities registered pursuant to the prior registration statement.

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

The registrants hereby amend this registration statement on such date or
dates as may be necessary to delay its effective date until the registrants
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>

The following direct and indirect subsidiaries of registrant may
guarantee the debt securities and are co-registrants under this
registration statement.

Jurisdiction of
Incorporation I.R.S. Employer
Name of Co-Registrant or Organization Identification No
--------------------- --------------- -----------------
C. Richard Dobson Builders, Inc. Virginia 54-1082672
CH Investments of Texas, Inc. Delaware 86-0831611
CHI Construction Company Arizona 86-0533370
CHTEX of Texas, Inc. Delaware 74-2791268
Continental Homes, Inc. Delaware 86-0515339
Continental Homes of Florida, Inc. Florida 59-1237314
Continental Homes of Texas, L.P. Texas 74-2791904
Continental Ranch, Inc. Delaware 86-0724231
D.R. Horton, Inc. - Birmingham Alabama 62-1666398
D.R. Horton, Inc. - Chicago Delaware 75-2795240
D.R. Horton, Inc. - Denver Delaware 75-2666727
D.R. Horton, Inc. - Greensboro Delaware 75-2599897
D.R. Horton, Inc. - Louisville Delaware 75-2636512
D.R. Horton, Inc. - Minnesota Delaware 75-2527442
D.R. Horton, Inc. - New Jersey Delaware 75-2665362
D.R. Horton, Inc. - Portland Delaware 75-2763765
D.R. Horton, Inc. - Sacramento California 75-2569592
D.R. Horton, Inc. - San Diego Delaware 75-2460269
D.R. Horton - Texas, Ltd. Texas 75-2491320
D.R. Horton, Inc. - Torrey Delaware 75-2689997
D.R. Horton Los Angeles Holding
Company, Inc. California 75-2589298
D.R. Horton Los Angeles Management
Company, Inc. California 75-2589287
D.R. Horton Management Company, Ltd. Texas 75-2436079
D.R. Horton San Diego Holding
Company, Inc. California 75-2589293
D.R. Horton San Diego Management
Company, Inc. California 75-2589285
DRH Cambridge Homes, Inc. California 75-2589359
DRH Construction, Inc. Delaware 75-2633738
DRH Tucson Construction, Inc. Delaware 75-2709796
DRHI, Inc. Delaware 75-2433464
KDB Homes, Inc. Delaware 86-0565376
L&W Investments, Inc. California 86-0596757
Land Development, Inc. Virginia 54-1747628
Meadows I, Ltd. Delaware 75-2436082
Meadows II, Ltd. Delaware 51-0342206
Meadows IX, Inc. New Jersey 75-2684821
Meadows X, Inc. New Jersey 75-2684823
SGS Communities at Grande Quay, LLC New Jersey 22-3481784

<PAGE>

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND WE ARE NOT SOLICITING OFFERS TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER IS NOT PERMITTED.
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++

Subject to Completion, Dated April 13, 1999

PROSPECTUS
D.R. Horton, Inc.

$600,000,000

Debt Securities, Preferred Stock
Common Stock
and
Warrants

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

We will provide specific terms of these securities in supplements to this
prospectus. You should read this prospectus and any supplement carefully before
you invest.

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

The Securities and Exchange Commission and state securities regulators have not
approved or disapproved these securities or determined if this prospectus is
truthful or complete. Any representation to the contrary is a criminal offense.

This prospectus is dated ______________ _____, 1999

<PAGE>

TABLE OF CONTENTS

Forward-looking Statements.....................................................2

The Company....................................................................3

Securities We May Offer........................................................4

Use of Proceeds................................................................4

Ratio of Earnings to Fixed Charges.............................................5

Description of Debt Securities.................................................5

Description of Common Stock And Preferred Stock...............................10

Description of Warrants.......................................................12

Plan of Distribution..........................................................13

Legal Matters.................................................................14

Experts.......................................................................14

Where You Can Find More Information...........................................15

Incorporation of Certain Documents by Reference...............................15

FORWARD-LOOKING STATEMENTS

The statements contained in this prospectus and the information
incorporated by reference include forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. These forward-looking
statements involve risks, uncertainties and other factors that may cause our
actual results to differ materially from the results we discuss in the
forward-looking statements. These risks, uncertainties and other factors
include, but are not limited to:

- our substantial leverage,

- changes in general economic and business conditions,

- changes in interest rates and the availability of mortgage financing,

- governmental regulations and environmental matters,

- competitive conditions within our industry,

- the availability of capital, and

- the ability to effect acquisitions successfully.

<PAGE>

THE COMPANY

Homebuilding

D.R. Horton, Inc. is a national homebuilder. We construct and sell
single-family homes in metropolitan areas of the Mid-Atlantic, Midwest,
Southeast, Southwest and West regions of the United States. We offer high
quality homes, designed principally for first-time and move-up home buyers. Our
homes generally range in size from 1,000 to 5,000 square feet and range in price
from $80,000 to $600,000. For the year ended September 30, 1998, we closed
13,944 homes with an average sales price of approximately $153,300. For the
three months ended December 31, 1998, we closed 3,846 homes with an average
sales price of approximately $159,000.

Our Homebuilding Markets

We are one of the largest and most geographically diversified homebuilders
in the United States, with operating divisions in 23 states and 40 markets as of
March 31, 1999. The markets we operate in include: Albuquerque, Atlanta, Austin,
Baltimore, Birmingham, Charleston, Charlotte, Chicago, Cincinnati, Dallas/Fort
Worth, Denver, Greensboro, Greenville, Hilton Head, Houston, Jacksonville,
Killeen, Las Vegas, Los Angeles, Louisville, Minneapolis/St. Paul, Myrtle Beach,
Nashville, New Jersey, Newport News, Orlando, Pensacola, Phoenix, Portland,
Raleigh/Durham, Richmond, Sacramento, Salt Lake City, St. Louis, San Antonio,
San Diego, South Florida, Tucson, suburban Washington, D.C.
and Wilmington.

We build homes under the following names: D.R. Horton, Arappco, Cambridge,
Continental, Dobson, Mareli, Milburn, Joe Miller, Regency, RMP, SGS, Torrey and
Trimark.

Formation

Donald R. Horton began our homebuilding business in 1978. In 1991 D.R.
Horton, Inc. was incorporated in Delaware to acquire the assets and businesses
of our predecessor companies which were residential home construction and
development companies owned or controlled by Mr. Horton. Since July 1993, we
have acquired 15 other homebuilding companies.

Location of Executive Offices

Our principal executive offices are at 1901 Ascension Blvd., Suite 100,
Arlington, Texas 76006, and our telephone number is (817) 856-8200.

<PAGE>

SECURITIES WE MAY OFFER

Types of Securities

The types of securities that we may offer and sell from time to time by
this prospectus are:

- debt securities, which we may issue in one or more series and which may
include guarantees of the debt securities by most of our subsidiaries,

- preferred stock, which we may issue in one or more series,

- common stock, or

- warrants entitling the holders to purchase common stock, preferred stock
or debt securities.

The aggregate initial offering price of all securities sold will not
exceed $600,000,000. We will determine when we sell securities, the amounts of
securities we will sell and the prices and other terms on which we will sell
them. We may sell securities to or through underwriters, through agents or
directly to purchasers.

Additional Information

We will describe in a prospectus supplement, which we will deliver with
this prospectus, the terms of particular securities which we may offer in the
future. In each prospectus supplement we will include the following information:

- The type and amount of securities which we propose to sell;

- The initial public offering price of the securities;

- The names of the underwriters or agents, if any, through or to
which we will sell the securities;

- The compensation, if any, of those underwriters or agents;

- Information about securities exchanges or automated quotation
systems on which the securities will be listed or traded;

- United States federal income tax considerations applicable to the
securities; and

- Any other material information about the offering and sale of the
securities.

USE OF PROCEEDS

Except as may be stated in the applicable prospectus supplement, we intend
to use the net proceeds from the sale of the securities for general corporate
purposes, including acquisition, development and construction of new residential
properties, acquisition of companies in homebuilding and related businesses, and
repayment of existing indebtedness.

<PAGE>

RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth our ratio of earnings to fixed charges for
the five years ended September 30, 1998, and the three months ended December 31,
1997 and 1998:

Three months ended
Year ended September 30, December 31,
-------------------------------------- -------------------------

1994 1995 1996 1997 1998 1997 1998
---- ---- ---- ---- ---- ---- ----
Ratio...... 3.01 2.50 3.15 2.88 3.13 2.67 4.44
==== ==== ==== ==== ==== ==== ====

For purposes of computing the ratio of earnings to fixed charges, earnings
consist of the sum of pretax income from continuing operations, interest
amortized to cost of sales, interest expense and the portion of rent expense
deemed to represent interest. Fixed charges consist of interest incurred,
whether expensed or capitalized, including amortization of debt issuance costs,
if applicable, and the portion of rent expense deemed to represent interest. To
date, we have not issued any preferred stock; therefore, the ratios of earnings
to combined fixed charges and preferred stock dividend requirements are the same
as the ratios of earnings to fixed charges presented above.

DESCRIPTION OF DEBT SECURITIES

We may issue debt securities under one or more indentures, to be entered
into between us, most of our subsidiaries if they guarantee the debt securities,
and American Stock Transfer & Trust Company, New York, New York, as trustee, or
another trustee chosen by us, qualified to act as such under the Trust Indenture
Act of 1939 and appointed in a supplemental indenture with respect to a
particular series. The indentures are governed by the Trust Indenture Act.

The following is summary of the indentures. It does not restate the
indentures entirely. We urge you to read the indentures. We are filing the
indentures as exhibits to the registration statement of which this prospectus is
a part, and you may inspect them at the office of the trustee, or as described
under "Incorporation of Certain Documents By Reference". References below to an
"indenture" are references to the applicable indenture under which a particular
series of debt securities is issued.

Terms of the Debt Securities

Our debt securities will be unsecured obligations of D.R. Horton, Inc. We
may issue them in one or more series. Authorizing resolutions or a supplemental
indenture will set forth the specific terms of each series of debt securities.
We shall provide a prospectus supplement for each series of debt securities that
will describe:

- the title of the debt securities and whether the debt securities
are senior, senior subordinated, or subordinated debt securities;

- the aggregate principal amount of the debt securities and any
limit upon the aggregate principal amount of the series of debt
securities;

- the date or dates on which principal of the debt securities will
be payable and the amount of principal which will be payable;

<PAGE>

- the rate or rates (which may be fixed or variable) at which the
debt securities will bear interest, if any, as well as the dates
from which interest will accrue, the dates on which interest will
be payable and the record date for the interest payable on any
payment date;

- the currency or currencies in which principal, premium, if any,
and interest, if any, will be payable;

- the place or places where principal, premium, if any, and
interest, if any, on the debt securities will be payable and where
debt securities which are in registered form can be presented for
registration of transfer or exchange; and the identification of
any depositary or depositaries for any global debt securities;

- any provisions regarding our right to redeem or purchase debt
securities or the right of holders to require us to redeem or
purchase debt securities;

- the right, if any, of holders of the debt securities to convert
them into our common stock or other securities, including any
provisions intended to prevent dilution of the conversion rights;

- any provisions requiring or permitting us to make payments to a
sinking fund to be used to redeem debt securities or a purchase
fund to be used to purchase debt securities;

- the percentage of the principal amount at which debt securities
will be issued and, if other than the full principal amount
thereof, the percentage of the principal amount of the debt
securities which is payable if maturity of the debt securities is
accelerated because of a default;

- the terms, if any, upon which debt securities may be subordinated
to our other indebtedness;

- any additions to, modifications of or deletions from the terms of
the debt securities with respect to events of default or covenants
or other provisions set forth in the indenture; and

- any other material terms of the debt securities, which may be
different than the terms set forth in this prospectus.

Each prospectus supplement will describe, as to the debt securities to
which it relates, any guarantees by our direct and indirect subsidiaries which
may guarantee the debt securities, including the terms of subordination, if any,
of any such guarantee.

The applicable prospectus supplement will also describe any material
covenants to which a series of debt securities will be subject.

<PAGE>

Events of Default and Remedies

An event of default with respect to any series of debt securities will be
defined in the indenture or applicable supplemental indenture as being:

- our default in payment of the principal of or premium, if any, on any of
the debt securities of such series;

- default for 30 days in payment of any installment of interest on any debt
security of such series beyond any applicable grace period;

- default by us or any guarantor subsidiary for 60 days after notice in the
observance or performance of any other covenants in the indenture or
applicable supplemental indenture relating to such series; and

- bankruptcy, insolvency or reorganization of our company or our significant
guarantor subsidiaries.

The indenture will provide that the trustee may withhold notice to the holders
of any series of debt securities of any default, except a default in payment of
principal, premium, if any, or interest, if any, with respect to such series of
debt securities, if the trustee considers it in the interest of the holders of
such series of debt securities to do so.

The indenture will provide that if any event of default has occurred and
is continuing with respect to any series of debt securities, the trustee or the
holders of not less than 25% in principal amount of such series of debt
securities then outstanding may declare the principal of all the debt securities
of such series to be due and payable immediately. However, the holders of a
majority in principal amount of the debt securities of such series then
outstanding by written notice to the trustee and to us may waive any event of
default with respect to such series of debt securities, other than any event of
default in payment of principal or interest. Holders of a majority in principal
amount of the then outstanding debt securities of any series may rescind an
acceleration with respect to such series and its consequences, except an
acceleration due to nonpayment of principal or interest on such series, if the
rescission would not conflict with any judgement or decree and if all existing
events of default with respect to such series have been cured or waived.

The holders of a majority of the outstanding principal amount of the debt
securities of any series will have the right to direct the time, method and
place of conducting any proceedings for any remedy available to the trustee with
respect to such series, subject to limitations specified in the indenture.

Defeasance

The indenture will permit us and our guarantor subsidiaries to terminate
all our respective obligations under the indenture as they relate to any
particular series of debt securities, other than the obligation to pay interest,
if any, on and the principal of the debt securities of such series and certain
other obligations, at any time by:

- depositing in trust with the trustee, under an irrevocable trust
agreement, money or U.S. government obligations in an amount
sufficient to pay principal of and interest, if any, on the debt
securities of such series to their maturity, and

7
<PAGE>

- complying with other conditions, including delivery to the trustee
of an opinion of counsel or a ruling received from the Internal
Revenue Service to the effect that holders will not recognize
income, gain or loss for federal income tax purposes as a result
of our exercise of such right and will be subject to federal
income tax on the same amount and in the same manner and at the
same times as would have been the case otherwise.

In addition, the indenture will permit us and our guarantor subsidiaries
to terminate all of our respective obligations under the indenture as they
relate to any particular series of debt securities, including the obligations to
pay interest, if any, on and the principal of the debt securities of such series
and certain other obligations, at any time by:

- complying with other conditions, including delivery to the trustee
of an opinion of counsel or a ruling received from the Internal
Revenue Service to the effect that holders will not recognize
income, gain or loss for federal income tax purposes as a result
of the our exercise of such right and will be subject to federal
income tax on the same amount and in the same manner and at the
same times as would have been the case otherwise, which opinion of
counsel is based upon a change in the applicable federal tax law
since the date of the indenture.

Transfer and Exchange

A holder will be able to transfer or exchange debt securities only in
accordance with the indenture. The registrar may require a holder, among other
things, to furnish appropriate endorsements and transfer documents, and to pay
any taxes and fees required by law or permitted by the indenture.

Amendment, Supplement and Waiver

Without the consent of any holder, we and the trustee may amend or
supplement the indenture, the debt securities or the guarantees of debt
securities to:

- cure any ambiguity, defect or inconsistency;

- create a series and establish its terms;

- provide for uncertificated debt securities in addition to or in
place of certificated debt securities;

- make any change that does not adversely affect the legal rights of
any holder; or

- delete a guarantor subsidiary which, in accordance with the terms
of the indenture, ceases to be liable on its guarantee of debt
securities.

With the exceptions discussed below, we and the trustee may amend or
supplement the indenture, the debt securities or the guarantees of a particular
series with the consent of the holders of at least a majority in principal
amount of the debt securities of such series then outstanding. In addition, the

8
<PAGE>

holders of a majority in principal amount of the debt securities of such series
then outstanding may waive any existing default under, or compliance with, any
provision of the indenture relating to a particular series of debt securities,
other than any event of default in payment of interest or principal. These
consents and waivers may be obtained in connection with a tender offer or
exchange offer for debt securities.

Without the consent of each holder affected, we and the trustee may not:

- reduce the amount of debt securities of such series whose holders must
consent to an amendment, supplement or waiver,

- reduce the rate of or change the time for payment of interest,

- reduce the principal of or change the fixed maturity of any debt security
or alter the provisions with respect to redemptions or mandatory offers to
repurchase debt securities,

- make any debt security payable at a place or in money other than that
stated in the debt security,

- modify the ranking or priority of the debt securities or any guarantee,

- release any guarantor from any of its obligations under its guarantee or
the indenture except in accordance with the indenture, or

- waive a continuing default in the payment of principal of or interest on
the debt securities.

The right of any holder to participate in any consent required or sought
pursuant to any provision of the indenture, and our obligation to obtain any
such consent otherwise required from such holder, may be subject to the
requirement that such holder shall have been the holder of record of any debt
securities with respect to which such consent is required or sought as of a date
identified by the trustee in a notice furnished to holders in accordance with
the indenture.

Concerning the Trustee

In the ordinary course of its business, American Stock Transfer and Trust
Company, the trustee, provides, and may continue to provide, service to us as
transfer agent for our common stock and trustee under an indenture relating to
our 8-3/8% Senior Notes due 2004 and our 8% Senior Notes due 2009. The indenture
will contain limitations on the rights of the trustee, should it become our
creditor, to obtain payment of claims in specified cases or to realize on
property received in respect of any such claim as security or otherwise. The
indenture will permit the trustee to engage in other transactions; however, if
it acquires any conflicting interest, it must eliminate such conflict or resign.

The indenture will provide that in case an event of default occurs and is
not cured, the trustee will be required, in the exercise of its power, to use
the degree of care of a prudent person in similar circumstances in the conduct
of its own affairs. The trustee may refuse to perform any duty or exercise any
right or power under the indenture, unless it receives indemnity satisfactory to
it against any loss, liability or expense.

9
<PAGE>

Governing Law

The laws of the State of New York will govern the indenture, the debt
securities and the guarantees of the debt securities.

DESCRIPTION OF COMMON STOCK AND PREFERRED STOCK

Our authorized capital stock is 200,000,000 shares of common stock, $.01
par value, and 30,000,000 shares of preferred stock, $.10 par value. At April 9,
1999, 64,175,878 shares of common stock and no shares of preferred stock were
outstanding.

Preferred Stock

We may issue preferred stock in series with any rights and preferences
which may be authorized by our board of directors. We will distribute a
prospectus supplement with regard to each particular series of preferred stock.
Each prospectus supplement will describe, as to the series of preferred stock to
which it relates:

- the title of the series of preferred stock;

- any limit upon the number of shares of the series of preferred stock which
may be issued;

- the preference, if any, to which holders of the series of preferred stock
will be entitled upon our liquidation;

- the date or dates on which we will be required or permitted to redeem the
preferred stock;

- the terms, if any, on which we or holders of the preferred stock will have
the option to cause the preferred stock to be redeemed or purchased;

- the voting rights, if any, of the holders of the preferred stock;

- the dividends, if any, which will be payable with regard to the series of
preferred stock, which may be fixed dividends or participating dividends
and may be cumulative or non-cumulative;

- the right, if any, of holders of the preferred stock to convert it into
another class of our stock or securities, including provisions intended to
prevent dilution of those conversion rights;

- any provisions by which we will be required or permitted to make payments
to a sinking fund to be used to redeem preferred stock or a purchase fund
to be used to purchase preferred stock; and

- any other material terms of the preferred stock.

Holders of shares of preferred stock will not have preemptive rights.

10
<PAGE>

Common Stock

Holders of our common stock are entitled to one vote for each share held
of record on all matters submitted to a vote of stockholders. The vote of the
holders of a majority of the stock represented at a meeting at which a quorum is
present is generally required to take stockholder action, unless a greater vote
is required by law. The holders are not entitled to cumulative voting in the
election of directors. Accordingly, the holder or holders of a majority of the
outstanding shares of common stock will be able to elect our entire board of
directors.

Holders of common stock have no preemptive rights. They are entitled to
such dividends as may be declared by our board of directors out of funds legally
available for such purpose. The common stock is not entitled to any sinking
fund, redemption or conversion provisions. On our liquidation, dissolution or
winding up, the holders of common stock are entitled to share ratably in our net
assets remaining after the payment of all creditors and liquidation preferences
of preferred stock, if any. The outstanding shares of common stock are duly
authorized, validly issued, fully paid and nonassessable. There will be a
prospectus supplement relating to any offering of common stock offered by this
prospectus.

The transfer agent and registrar for the common stock is American Stock
Transfer & Trust Company, New York, New York, which currently serves as trustee
for our 8-3/8% Senior Notes due 2004 and 8% Senior Notes due 2009 and may also
serve as trustee under an indenture for debt securities offered by this
prospectus.

The following provisions in our charter or bylaws may make a takeover of
our company more difficult:

- an article in our charter prohibiting stockholder action by
written consent;

- an article in our charter requiring the affirmative vote of the
holders of two-thirds of the outstanding shares of common stock to
remove a director;

- a bylaw limiting the persons who may call special meetings of
stockholders to our board of directors or a committee authorized
to call a meeting by the board or the bylaws; and

- bylaws providing time limitations for nominations for election to
the board of directors or for proposing matters which can be acted
upon at stockholders' meetings.

These provisions may delay stockholder actions with respect to business
combinations and the election of new members to our board of directors. As such,
the provisions could discourage open market purchases of our common stock
because a stockholder who desires to participate in a business combination or
elect a new director may consider them disadvantageous. Additionally, the
issuance of preferred stock could delay or prevent a change of control or other
corporate action.

As a Delaware corporation, we are subject to Section 203 of the Delaware
General Corporation Law. In general, Section 203 prevents an "interested
stockholder" from engaging in a "business combination" with us for three years
following the date that person became an interested stockholder, unless:

- before that person became an interested stockholder, our board of
directors approved the transaction in which the interested
stockholder became an interested stockholder or approved the
business combination;

11
<PAGE>

- upon completion of the transaction that resulted in the interested
stockholder becoming an interested stockholder, the interested
stockholder owned at least 85% of our voting stock outstanding at
the time the transaction commenced, excluding stock held by
persons who are both directors and officers of our corporation or
by certain employee stock plans; or

- on or following the date on which that person became an interested
stockholder, the business combination is approved by our board of
directors and authorized at a meeting of stockholders by the
affirmative vote of the holders of at least 66-2/3% of our
outstanding voting stock excluding shares held by the interested
stockholder.

A "interested stockholder" is generally a person owning 15% or more of our
outstanding voting stock. A "business combination" includes mergers, asset sales
and other transactions resulting in a financial benefit to the interested
stockholder.

DESCRIPTION OF WARRANTS

We may issue warrants for the purchase of debt securities, preferred
stock, common stock, or units of two or more of these types of securities.
Warrants may be issued independently or together with debt securities, preferred
stock or common stock and may be attached to or separate from any offered
securities. Each series of warrants will be issued under a separate warrant
agreement to be entered into between us and a bank or trust company, as warrant
agent. The warrant agent will act solely as our agent in connection with the
warrants and will not assume any obligation or relationship of agency or trust
for or with any registered holders of warrants or beneficial owners of warrants.

We will distribute a prospectus supplement with regard to each issue of
warrants. Each prospectus supplement will describe:

- in the case of warrants to purchase debt securities, the
designation, aggregate principal amount, currencies, denominations
and terms of the series of debt securities purchasable upon
exercise of the warrants and the price at which you may purchase
the debt securities upon exercise;

- in the case of warrants to purchase preferred stock, the
designation, number of shares, stated value and terms, such as
liquidation, dividend, conversion and voting rights, of the series
of preferred stock purchasable upon exercise of the warrants and
the price at which you may purchase such number of shares of
preferred stock of such series upon such exercise;

- in the case of warrants to purchase common stock, the number of
shares of common stock purchasable upon the exercise of the
warrants and the price at which you may purchase such number of
shares of common stock upon such exercise;

- in the case of warrants to purchase units of two or more
securities, the type, number, and terms of the units purchasable
upon exercise of the warrants and the price at which you may
purchase the units upon such exercise;

- the period during which you may exercise the warrants;

12
<PAGE>

- any provision adjusting the securities that may be purchased on
exercise of the warrants, and the exercise price of the warrants,
to prevent dilution or otherwise;

- the place or places where warrants can be presented for exercise
or for registration of transfer or exchange; and

- any other material terms of the warrants.

Warrants for the purchase of preferred stock and common stock will be
offered and exercisable for U.S. dollars only. Warrants will be issued in
registered form only. The exercise price for warrants will be subject to
adjustment as described in the applicable prospectus supplement.

Prior to the exercise of any warrants to purchase debt securities,
preferred stock or common stock, holders of the warrants will not have any of
the rights of holders of the debt securities, preferred stock or common stock
purchasable upon exercise, including:

- in the case of warrants for the purchase of debt securities, the
right to receive payments of principal of, any premium or interest
on the debt securities purchasable upon exercise or to enforce
covenants in the applicable indenture; or

- in the case of warrants for the purchase of preferred stock or
common stock, the right to vote or to receive any payments of
dividends on the preferred stock or common stock purchasable upon
exercise.

PLAN OF DISTRIBUTION

Any of the securities being offered by this prospectus may be sold:

- through agents,

- to or through underwriters,

- through dealers,

- directly by us to purchasers, through a specific bidding , auction
or other process; or

- through a combination of any such methods of sale.

The distribution of securities may be effected from time to time in one or
more transactions at a fixed price, or prices which may be changed, or at market
prices prevailing at the time of sale, at prices related to such prevailing
market prices or at negotiated prices.

Agents designated by us from time to time may solicit offers to purchase
the securities. We will name any such agent involved in the offer or sale of the
securities and set forth any commissions payable by us to such agent in the
prospectus supplement. Unless otherwise indicated in the prospectus supplement,
any such agent will be acting on a best efforts basis for the period of its
appointment. Any such agent may be deemed to be an underwriter, as that term is
defined in the Securities Act, of the securities.

13
<PAGE>

If an underwriter or underwriters are utilized in the sale of securities,
we will execute an underwriting agreement with such underwriter or underwriters
at the time an agreement for such sale is reached. We will set forth in the
prospectus supplement the names of the specific managing underwriter or
underwriters, as well as any other underwriters, and the terms of the
transactions, including compensation of the underwriters and dealers. Such
compensation may be in the form of discounts, concessions or commissions.
Underwriters and others participating in any offering of securities may engage
in transactions that stabilize, maintain or otherwise affect the price of such
securities. We will describe any such activities in the prospectus supplement.

If a dealer is utilized in the sale of the securities, we or an
underwriter will sell such securities to the dealer, as principal. The dealer
may then resell such securities to the public at varying prices to be determined
by such dealer at the time of resale. The prospectus supplement will set forth
the name of the dealer and the terms of the transactions.

We may directly solicit offers to purchase the securities, and we may
sell, directly to institutional investors or others. These persons may be deemed
to be underwriters within the meaning of the Securities Act with respect to any
resale of the securities. The prospectus supplement will describe the terms of
any such sales, including the terms of any bidding or auction process, if
utilized.

Agents, underwriters and dealers may be entitled under agreements which
may be entered into with us to indemnification by us against specified
liabilities, including liabilities under the Securities Act, or to contribution
by us to payments they may be required to make in respect of such liabilities.
The prospectus supplement will describe the terms and conditions of such
indemnification or contribution. Some of the agents, underwriters or dealers, or
their affiliates may be customers of ours, or engage in transactions with or
perform services for us and our subsidiaries in the ordinary course of business.

LEGAL MATTERS

Gibson, Dunn & Crutcher LLP, Dallas, Texas, will render an opinion with
respect to the validity of the securities being offered by this prospectus. We
will file the opinion as an exhibit to the registration statement. If counsel
for any underwriters passes on legal matters in connection with an offering made
by this prospectus, we will name that counsel in the prospectus supplement
relating to that offering.

EXPERTS

Ernst & Young LLP, independent auditors, have audited the consolidated
financial statements of D.R. Horton, Inc. appearing in our Annual Report on Form
10-K for the year ended September 30, 1998, as set forth in their report
included in such financial statements and incorporated herein by reference. Such
auditors based their report in part on the report of Arthur Andersen LLP,
independent auditors. We incorporate by reference such consolidated financial
statements in this prospectus in reliance upon such reports given upon the
authority of such firm as experts in accounting and auditing.

The financial statements of Continental Homes Holding Corp. for the year
ended May 31, 1996, incorporated by reference in this registration statement
have been audited by Arthur Andersen LLP, independent public accountants, as
indicated in their report with respect thereto, and are included herein in
reliance upon the authority of said firm as experts in giving said report.

14
<PAGE>

WHERE YOU CAN FIND MORE INFORMATION

D.R. Horton, Inc. files annual, quarterly and special reports, proxy
statements and other information with the Securities and Exchange Commission
under the Securities Exchange Act of 1934. You may read and copy this
information at the following locations of the Commission:

Judiciary Plaza, Seven World Trade Center, Citicorp Center
Room 10024 Suite 1300 500 West Madison Street
450 Fifth Street, New York, New York 10048 Suite 1400
N.W. Street Chicago, Illinois 60661
Washington, D.C. 20549

You can also obtain copies of this information by mail from the Public
Reference Room of the Commission, 450 Fifth Street, N.W., Room 10024,
Washington, D.C. 20549, at prescribed rates. You may obtain information on the
operation of the Public Reference Room by calling the Commission at (800)
SEC-0330.

The Commission also maintains an internet world wide web site that
contains reports, proxy statements and other information about issuers, like us,
who file electronically with the Commission.
The address of that site is http://www.sec.gov.

You can also inspect reports, proxy statements and other information about
us at the offices of the New York Stock Exchange, Inc., 20 Broad Street, New
York, New York 10005.

We and our guarantor subsidiaries have filed jointly with the Commission a
registration statement on Form S-3 that registers the securities we are
offering. The registration statement, including the attached exhibits and
schedules, contains additional relevant information about us, our guarantor
subsidiaries and the securities offered. The rules and regulations of the
Commission allow us to omit certain information included in the registration
statement from this prospectus.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The Commission allows us to "incorporate by reference" information into
this prospectus. This means that we can disclose important information to you by
referring you to another document filed separately with the Commission. The
information incorporated by reference is considered to be part of this
prospectus, except for any information that is superseded by information that is
included directly in this document.

This prospectus includes by reference the documents listed below that we
have previously filed with the Commission and that are not included in or
delivered with this document. They contain important information about our
company and its financial condition.

FILING PERIOD
================================================================================
Annual Report on Form 10-K Year ended September 30, 1998

15
<PAGE>

FILING PERIOD
================================================================================
Pages two through eleven, "Election of Directors", through "Executive
Compensation-Compensation Committee Interlocks and Insider Participation" and
page sixteen, "Section 16(a) Beneficial Ownership Reporting Compliance",
contained in our Proxy Statement dated December 10, 1998, relating to our 1999
annual meeting of stockholders and incorporated into our Annual Report on Form
10-K.

Quarterly Report on Form 10-Q Quarter ended December 31, 1998

Current Reports on Form 8-K Filed November 3, 1998
Filed February 2, 1999

We incorporate by reference additional documents that we may file with the
Commission between the date of this prospectus and the date of the closing of
each offering. These documents include periodic reports, such as Annual Reports
on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as
well as proxy statements.

You can obtain any of the documents incorporated by reference in this
document from us without charge, excluding any exhibits to those documents
unless the exhibit is specifically incorporated by reference as an exhibit to
this prospectus. You can obtain documents incorporated by reference in this
prospectus by requesting them in writing or by telephone from us at the
following address:

Assistant to Corporate Counsel
D.R. Horton, Inc.
1901 Ascension Boulevard
Suite 100
Arlington, Texas 76006
(817)856-8200, ext. 1046

Our Internet address is http://www.DRHORTON.com.

16
<PAGE>

================================================================================
We have not authorized anyone to give any information or make any
representation about us that is different from, or in addition to, that
contained in this prospectus or in any of the materials that we have
incorporated by reference into this document. Therefore, if anyone does give you
information of this sort, you should not rely on it. If you are in a
jurisdiction where offers to sell, or solicitations of offers to purchase, the
securities offered by this document are unlawful, or if you are a person to whom
it is unlawful to direct these types of activities, then the offer presented in
this document does not extend to you. The information contained in this document
speaks only as of the date of this document, unless the information specifically
indicates that another date applies.

$600,000,000

D.R. HORTON, INC.

Debt Securities,
Preferred Stock,
Common Stock
and Warrants

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

PROSPECTUS

, 1999

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

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

<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.*

Securities and Exchange Commission registration fee........... $167,055
Blue Sky fees and expenses.................................... 1,000
Printing and engraving fees and expenses...................... 225,000
Trustees' fees and expenses................................... 1,000
Rating agency fees............................................ 500,000
Accountants' fees and expenses................................ 75,000
Legal fees and expenses....................................... 150,000
Miscellaneous................................................. 200,000
----------
Total ............................................ $1,319,055
===========

- ----------
* All fees and expenses will be paid by the Company. All fees and
expenses other than the Securities and Exchange Commission filing fees
are estimated.

Item 15. Indemnification of Directors and Officers.

The registrant's Amended and Restated Certificate of Incorporation, as
amended, provides that the registrant shall, to the full extent permitted by the
Delaware General Corporation Law or other applicable laws presently or hereafter
in effect, indemnify each person who is or was or had agreed to become a
director or officer of the registrant, or each such person who is or was serving
or who had agreed to serve at the written request of the board of directors or
an officer of the registrant as an employee or agent of the registrant or as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, in any such case owned or controlled by the
registrant, including the heirs, executors, administrators or estate of such
person, and eliminates the personal liability of its directors to the full
extent permitted by the Delaware General Corporation Law or other applicable
laws presently or hereafter in effect. The registrant has entered into an
indemnification agreement with each of its directors and executive officers.

Section 145 of the Delaware General Corporation Law permits a corporation
to indemnify its directors and officers against expenses (including attorney's
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by them in connection with any action, suit or proceeding brought by
third parties, if such directors or officers acted in good faith and in a manner
they 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 their conduct was unlawful. In a derivative action,
i.e., one by or in the right of the corporation, indemnification may be made
only for expenses actually and reasonably incurred by directors and officers in
connection with the defense or settlement of an action or suit, and only with
respect to a matter as to which they shall have acted in good faith and in a
manner they reasonably believed to be in or not opposed to the best interests of
the corporation, except that no indemnification shall be made if such person
shall have been adjudged liable for negligence or misconduct in the performance
of his respective duties to the corporation, although the court in which the
action or suit was brought may determine upon application that the defendant
officers or directors are fairly and reasonably entitled to indemnity for such
expenses despite such adjudication of liability.

II-1

<PAGE>

Section 102(b)(7) of the Delaware General Corporation Law provides that a
corporation may eliminate or limit the personal liability of a director to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, provided that such provisions shall not eliminate or limit
the liability of a director (1) for any breach of the director's duty of loyalty
to the corporation or its stockholders, (2) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law, (3)
under section 174 of the Delaware General Corporation Law, or (4) for any
transaction from which the director derived an improper personal benefit. No
such provision shall eliminate or limit the liability of a director for any act
or omission occurring before the date when such provision becomes effective.

Any underwriting agreement, which will be filed as Exhibit 1.1 hereto,
will provide that the underwriters named therein will indemnify and hold
harmless the registrant and each director, officer or controlling person of the
registrant from and against specific liabilities, including liabilities under
the Securities Act.

The registrant also has obtained directors and officers liability
insurance that provides insurance coverage for certain liabilities which may be
incurred by the registrant's directors and officers in their capacity as such.

Item 16. Exhibits and Financial Schedules.
(a) Exhibits:

Exhibit
Number Exhibits
-------- --------
1.1* - Form of Underwriting Agreement
4.1(a) - Form of Senior Debt Securities Indenture (including form
of notes) (incorporated by reference from Exhibit 4.1(a)
to the registrant's registration statement (No. 333-
27521) on Form S-3, filed May 21, 1997)
4.1(b) - Form of Senior Subordinated Debt Securities Indenture
(including form of notes) (incorporated by reference from
Exhibit 4.1(b) to Amendment No. 1 to the registrant's
registration statement (No. 333-27521) on Form S-3, filed
June 2, 1997)
4.1(c) - Form of Subordinated Debt Securities Indenture (including
form of notes) (incorporated by reference from Exhibit
4.1(c) to Amendment No. 1 to the registrant's registration
statement (No. 333-27521) on Form S-3, filed June 2, 1997)
4.2 - Amended and Restated Certificate of Incorporation, as
amended, of the registrant
4.3 - Amended and Restated Bylaws of the registrant
(incorporated by reference from Exhibit 3.1 to the
registrant's Quarterly Report on Form 10-Q for the quarter
ended December 31, 1998)
4.4* - Form of Warrant Agreement (including form of warrant)
5.1 - Opinion of Gibson, Dunn & Crutcher LLP, Dallas, Texas,
as to the validity of the securities being registered
12.1 - Statement of computation of ratio of earnings to fixed
charges
23.1 - Consent of Gibson, Dunn & Crutcher LLP, Dallas, Texas
(See Exhibit 5.1)
23.2 - Consent of Ernst & Young LLP, Fort Worth, Texas
23.3 - Consent of Arthur Andersen LLP, Phoenix, Arizona
24.1 - Powers of Attorney (See signature page of this
registration statement)
25.1* - Statement of eligibility of trustee on Form T-1
- ----------
* To be filed by amendment hereto or pursuant to a Current Report on Form
8-K to be incorporated herein by reference.

II-2

<PAGE>

Item 17. Undertakings.

(a) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13 (a) or section 15 (d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15 (d) of the
Securities Act of 1934) 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.

(b) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions described in Item
15, or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. If 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 defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its 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 Act and will
be governed by the final adjudication of such issue.

(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;

(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;
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 (1)(i) and (1)(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 with the Commission by the
registrant pursuant to section 13 or section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration statement.

(2) That, for the purposes of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating

II-3

<PAGE>

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.

(d) The undersigned registrant hereby undertakes 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.

II-4

<PAGE>

SIGNATURES AND POWERS OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, the registrant,
D.R. Horton, Inc., and the co-registrants named below, certify that they have
reasonable grounds to believe that they meet all the requirements for filing on
Form S-3 and have duly caused this registration statement to be signed on their
behalf by the undersigned, thereunto duly authorized, in the City of Arlington,
State of Texas, on April 13, 1999.

D.R. HORTON, INC.

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

CO-REGISTRANTS:
C. Richard Dobson Builders, Inc.
CHI Construction Company
CHTEX of Texas, Inc.
Continental Homes, Inc.
Continental Homes of Florida, Inc.
Continental Ranch, Inc.
D.R. Horton, Inc. - Birmingham
D.R. Horton, Inc. - Chicago
D.R. Horton, Inc. - Denver
D.R. Horton, Inc. - Greensboro
D.R. Horton, Inc. - Louisville
D.R. Horton, Inc. - Minnesota
D.R. Horton, Inc. - New Jersey
D.R. Horton, Inc. - Portland
D.R. Horton, Inc. - Sacramento
D.R. Horton, Inc. - San Diego
D.R. Horton, Inc. - Torrey
D.R. Horton Los Angeles Holding Company, Inc.
D.R. Horton Los Angeles Management Company, Inc.
D.R. Horton San Diego Holding Company, Inc.
D.R. Horton San Diego Management Company, Inc.
DRH Cambridge Homes, Inc.
DRH Construction, Inc.
DRH Tucson Construction, Inc.
DRHI, Inc.
KDB Homes, Inc.
L&W Investments, Inc.
Land Development, Inc.
Meadows I, Ltd.
Meadows IX, Inc.
Meadows X, Inc.

II-5

<PAGE>

By: /s/ David J. Keller
--------------------------------
David J. Keller
Treasurer of the Co-Registrants listed above

CH INVESTMENTS OF TEXAS, INC.
MEADOWS II, LTD.

By: /s/ William Peck
--------------------------------
William Peck
President

CONTINENTAL HOMES OF TEXAS, L.P.

By: CHTEX of Texas, Inc., its general partner

By: /s/ David J. Keller
-----------------------------
David J. Keller, Treasurer

D.R. HORTON MANAGEMENT COMPANY, LTD.
D.R. HORTON - TEXAS, LTD.

By: Meadows I, Ltd., its general partner

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

II-6

<PAGE>

SGS COMMUNITIES AT GRANDE QUAY, LLC

By: Meadows IX, Inc., a member

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

and

By: Meadows X, Inc., a member

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

II-7

<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 Richard Beckwitt, David J. Keller and Donald J. Tomnitz together as a group,
as his or her true and lawful attorney-in-fact and agent, for him or her and in
his or her 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 or she 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
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

REGISTRANT OFFICERS AND DIRECTORS

Signature Title Date

/s/ Donald R. Horton Chairman of the Board April 13, 1999
- --------------------------- (Principal Executive Officer)
Donald R. Horton

/s/ Bradley S. Anderson Director April 13, 1999
- ---------------------------
Bradley S. Anderson

/s/ Richard Beckwitt Director April 13, 1999
- ---------------------------
Richard Beckwitt

/s/ Richard I. Galland Director April 13, 1999
- ---------------------------
Richard I. Galland

/s/ Richard L. Horton Director April 13, 1999
- ---------------------------
Richard L. Horton

/s/ Terrill J. Horton Director April 13, 1999
- ---------------------------
Terrill J. Horton

/s/ David J. Keller Treasurer, Chief Financial April 13, 1999
- --------------------------- Officer and Director
David J. Keller (Principal Accounting
and Financial Officer)

/s/ Francine I. Neff Director April 13, 1999
- ---------------------------
Francine I. Neff

/s/ Scott J. Stone Director April 13, 1999
- ---------------------------
Scott J. Stone

/s/ Donald J. Tomnitz Director April 13, 1999
- ---------------------------
Donald J. Tomnitz

II-8

<PAGE>

CO-REGISTRANT OFFICERS AND DIRECTORS

C. Richard Dobson Builders, Inc.
CHI Construction Company
CHTEX of Texas, Inc.
Continental Homes, Inc.
Continental Homes of Florida, Inc.
Continental Ranch, Inc.
D.R. Horton, Inc. - Birmingham
D.R. Horton, Inc. - Chicago
D.R. Horton, Inc. - Denver
D.R. Horton, Inc. - Greensboro
D.R. Horton, Inc. - Louisville
D.R. Horton, Inc. - Minnesota
D.R. Horton, Inc. - New Jersey
D.R. Horton, Inc. - Portland
D.R. Horton, Inc. - Sacramento
D.R. Horton, Inc. - San Diego
D.R. Horton, Inc. - Torrey
D.R. Horton Los Angeles Holding Company, Inc.
D.R. Horton Los Angeles Management Company, Inc.
D.R. Horton San Diego Holding Company, Inc.
D.R. Horton San Diego Management Company, Inc.
DRH Cambridge Homes, Inc.
DRH Construction, Inc.
DRH Tucson Construction, Inc.
DRHI, Inc.
KDB Homes, Inc.
L&W Investments, Inc.
Land Development, Inc.
Meadows I, Ltd.
Meadows IX, Inc.
Meadows X, Inc.

Signature Title Date

/s/ Donald R. Horton Chairman of the Board April 13, 1999
- --------------------------- (Principal Executive Officer)
Donald R. Horton

/s/ David J. Keller Treasurer (Principal April 13, 1999
- --------------------------- Accounting and Financial Officer)
David J. Keller

II-9

<PAGE>

CH Investments of Texas, Inc.
Meadows II, Ltd.

Signature Title Date

/s/ William Peck Director, President April 13, 1999
- ------------------------ (Principal Executive Officer)
William Peck

/s/ Don C. Merrell Director, Treasurer April 13, 1999
- ------------------------ (Principal Accounting
Don C. Merrell and Financial Officer)

/s/ Bradley S. Anderson Director April 13, 1999
- ------------------------
Bradley S. Anderson

CHTEX of Texas, Inc., the general partner of
Continental Homes of Texas, L.P.

Meadows I, Ltd., the general partner of
D.R. Horton Management Company,
Ltd.
D.R. Horton - Texas, Ltd.

Meadows IX, Inc., a member of
and
Meadows X, Inc., a member of
SGS Communities at Grande Quay,
LLC

Signature Title Date

/s/ Donald R. Horton Chairman of the Board April 13, 1999
- --------------------------- (Principal Executive Officer)
Donald R. Horton

/s/ David J. Keller Treasurer April 13, 1999
- --------------------------- (Principal Accounting
David J. Keller and Financial Officer)

II-10

<PAGE>

EXHIBIT INDEX

(a) Exhibits:

EXHIBIT 4.2
CERTIFICATE OF AMENDMENT

AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION, AS AMENDED,

D.R. HORTON, INC.

D.R. Horton, Inc. (the "Corporation"), a corporation organized and
existing under the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:

FIRST: That on November 12, 1998, at a meeting of the Board of
Directors of the Corporation, resolutions were adopted proposing and declaring
advisable the following amendment to the Corporation's Amended and Restated
Certificate of Incorporation, as amended (the "Amendment"):

RESOLVED, that Article Fourth of the Corporations' Amended and
Restated Certificate of Incorporation, as amended, be amended to read
in its entirety as follows:

"FOURTH: The Corporation shall be authorized to issue
two classes of shares of stock to be designated, respectively,
"Preferred Stock" and "Common Stock"; the total number of
shares which the Corporation shall be authorized to issue is
Two Hundred Thirty million (230,000,000); the total number of
shares of Preferred Stock shall be Thirty million (30,000,000)
and each such share shall have a par value of ten cents
($.10); and the total number of shares of Common Stock shall
be Two Hundred Million (200,000,000) and each such share shall
have a par value of one cent ($.01). Shares of Preferred Stock
may be issued from time to time in one or more series. The
Board of Directors is hereby authorized to fix the voting
rights, designations, powers, preferences and relative,
participating, optional or other rights, if any, and the
qualifications, limitations or restrictions thereof, of any
wholly unissued series of Preferred Stock; and to fix the
number of shares constituting such series, and to increase or
decrease the number of shares of any such series (but not
below the number of shares thereof then outstanding)."

SECOND: That upon notice in accordance with Section 222 of the General
Corporation Law of the State of Delaware, at the Annual Meeting of Stockholders
of the Corporation held on January 15, 1999, a majority of all of the shares
entitled to vote at the meeting and a majority of the shares entitled to vote at
the meeting as a class voted in favor of the Amendment.

THIRD: That the Amendment has been duly adopted in accordance with
the provisions of Section 242 of the General Corporation Law of the State of
Delaware.

<PAGE>

IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed by Donald R. Horton, its Chairman of the Board, and attested by Paul W.
Buchschacher, an Assistant Secretary, this 15th day of January, 1999.

D.R. Horton, Inc.

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

ATTEST:

/s/ Paul W. Buchschacher
- --------------------------
Paul W. Buchschacher,
Assistant Secretary

<PAGE>

CERTIFICATE OF AMENDMENT

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION, AS AMENDED,

D.R. HORTON, INC.

D.R. Horton, Inc. (the "Corporation"), a corporation organized and
existing under the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:

FIRST: That on August 28, 1995, at a meeting of the Board of Directors
of the Corporation resolutions were adopted proposing and declaring advisable
the following amendment to the Corporation's Amended and Restated Certificate of
Incorporation, as amended (the "Amendment"):

RESOLVED, that Article Fourth of the Corporation's Amended and
Restated Certificate of Incorporation, as amended, be amended in its
entirety to read as follows (the "Amendment"):

"FOURTH: The Corporation shall be authorized to issue
two classes of shares of stock to be designated, respectively,
"Preferred Stock" and "Common Stock"; the total number of
shares which the Corporation shall be authorized to issue is
One Hundred Thirty Million (130,000,000); the total number of
shares of Preferred Stock shall be Thirty million (30,000,000)
and each such share shall have a par value of ten cents
($.10); and the total number of shares of Common Stock shall
be One Hundred Million (100,000,000) and each such share shall
have a par value of one cent ($.01). Shares of Preferred Stock
may be issued from time to time in one or more series. The
Board of Directors is hereby authorized to fix the voting
rights, designations, powers, preferences and relative,
participating, optional or other rights, if any, and the
qualifications, limitations or restrictions thereof, of any
wholly unissued series of Preferred Stock; and to fix the
number of shares constituting such series, and to increase or
decrease the number of shares of any such series (but not
below the number of shares thereof then outstanding)."

SECOND: That upon notice in accordance with Section 222 of the General
Corporation Law of the State of Delaware, at the Special Meeting of Stockholders
of the Corporation held on October 12, 1995, a majority of all of the shares
entitled to vote at the meeting as a class voted in favor of the Amendment.

THIRD: That the Amendment has been duly adopted in accordance with
the provisions of Section 242 of the General Corporation Law of the State of
Delaware.

<PAGE>

IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed by Donald R. Horton, its Chairman of the Board and President, and
attested by John M. Saganich, its Assistant Secretary, this 12th day of October,
1995.

D.R. HORTON, INC.

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

ATTEST:

/s/ John M. Saganich
- --------------------------
John M. Saganich
Assistant Secretary

<PAGE>

CERTIFICATE OF AMENDMENT

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

D.R. HORTON, INC.

D.R. Horton, Inc. (the "Corporation"), a corporation organized and
existing under the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:

FIRST: That on February 25, 1993, at a meeting of the Board of
Directors of the Corporation resolutions were adopted proposing and declaring
advisable the following amendment to the Corporation's Amended and Restated
Certificate of Incorporation (the "Amendment"):

RESOLVED, that Article Fourth of the Corporation's Amended and
Restated Certificate of Incorporation be amended in its entirety to
read as follows (the "Amendment"):

"FOURTH: The Corporation shall be authorized to issue
two classes of shares of stock to be designated, respectively,
"Preferred Stock" and "Common Stock"; the total number of
shares which the Corporation shall be authorized to issue is
Thirty-Two Million Five Hundred Thousand (32,500,000); the
total number of shares of Preferred Stock shall be Two Million
Five Hundred Thousand (2,500,000) and each such share shall
have a par value of ten cents ($.10); and the total number of
shares of Common Stock shall be Thirty Million (30,000,000)
and each such share shall have a par value of one cent ($.01).
Shares of Preferred Stock may be issued from time to time in
one or more series. The Board of Directors is hereby
authorized to fix the voting rights, designations, powers,
preferences and relative, participating, optional or other
rights, if any, and the qualifications, limitations or
restrictions thereof, of any wholly unissued series of
Preferred Stock; and to fix the number of shares constituting
such series, and to increase or decrease the number of shares
of any such series (but not below the number of shares thereof
then outstanding)."

SECOND: That upon notice in accordance with Section 222 of the General
Corporation Law of the State of Delaware, at the 1993 Annual Meeting of
Stockholders of the Corporation held on April 29, 1993, a majority of all of the
shares entitled to vote at the meeting as a class voted in favor of the
Amendment.

THIRD: That the Amendment has been duly adopted in accordance with
the provisions of Section 242 of the General Corporation Law of the State of
Delaware.

<PAGE>

D.R. HORTON, INC.

By: /s/ Donald R. Horton
-----------------------------

Donald R. Horton, Chairman of
the Board and President

ATTEST:

/s/ John M. Saganich
- -----------------------
John M. Saganich
Assistant Secretary

<PAGE>

AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION OF
D.R. HORTON, INC.

D.R. Horton, Inc., a corporation organized and existing under the
General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY THAT:

I. The present name of the corporation is D.R. Horton, Inc.

II. The amendment and restatement of the corporation's Certificate of
Incorporation as set forth in Section III below have been duly adopted in
accordance with the provisions of Section 242 and 245 of the General Corporation
Law of the State of Delaware.

III. The provisions set forth below supersede the corporation's
original Certificate of Incorporation, all amendments thereto and all
restatements thereof and constitute the Amended and Restated Certificate of
Incorporation of the corporation:

FIRST: The name of the corporation (the "Corporation") is
D.R. Horton, Inc.

SECOND: The address of the Corporation's registered office in
the State of Delaware is 1209 Orange Street, City of Wilmington, County of New
Castle, Delaware 19801. The name of the Corporation's registered agent at such
address is The Corporation Trust Company.

THIRD: The purpose of the Corporation is to engage in any
lawful act or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware.

FOURTH: The Corporation shall be authorized to issue two
classes of shares of stock to be designated, respectively, "Preferred Stock" and
"Common Stock"; the total number of shares which the Corporation shall be
authorized to issue is One Hundred Twenty Million (120,000,000); the total
number of shares of Preferred Stock shall be Twenty Million (20,000,000) and
each such share shall have a par value of ten cents ($.10); and the total number
of shares of Common Stock shall be One Hundred Million (100,000,000) and each
such share shall have a par value of one cent ($.01).

Shares of Preferred Stock may be issued from time to time in
one or more series. The Board of Directors is hereby authorized to fix the
voting rights, designations, powers, preferences and relative, participating,
optional or other rights, if any, and the qualifications, limitations or
restrictions thereof, of any wholly unissued series of Preferred Stock; and to
fix the number of shares constituting such series, and to increase or decrease
the number of shares of any such series (but not below the number of shares
thereof then outstanding).

FIFTH: Elections of directors shall be by written ballot.
Stockholders shall not have the power to take action by written consent without
a meeting of the Corporation's stockholders.

SIXTH: To the full extent permitted by the General
Corporation Law of the State of Delaware or any other applicable laws presently
or hereafter in effect, no director of the Corporation shall be personally
liable to the Corporation or its stockholders for or with respect to any acts or
omissions in the performance of his or her duties as a director of the
Corporation.

<PAGE>

Any repeal or modification of this Article SIXTH shall not adversely affect any
right or protection of a director of the Corporation existing immediately prior
to such repeal or modification.

SEVENTH: Each person who is or was or had agreed to become a
director or officer of the Corporation, or each such person who is or was
serving or who had agreed to serve at the written request of the Board of
Directors or an officer of the Corporation as an employee or agent of the
Corporation or as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, in any such case owned or
controlled by the Corporation (including the heirs, executors, administrators or
estate of such person), shall be indemnified by the Corporation to the full
extent permitted by the General Corporation Law of the State of Delaware or any
other applicable laws as presently or hereafter in effect; provided, however,
that the Corporation shall not indemnify any person with respect to service as a
director, officer, employee or agent of Provident Bancorp of Texas, Inc. or any
subsidiary thereof. Without limiting the generality or the effect of the
foregoing, the Corporation may enter into one or more agreements with any person
which provide for indemnification greater or different than that provided in
this Article SEVENTH. Any repeal or modification of this Article SEVENTH shall
not adversely affect any right or protection existing hereunder immediately
prior to such repeal or modification.

EIGHTH: In furtherance and not in limitation of the rights,
powers, privileges and discretionary authority granted or conferred by the
General Corporation Law of the State of Delaware or other statutes or laws of
the State of Delaware, the Board of Directors is expressly authorized to make,
alter, amend or repeal the bylaws of the Corporation, without any action on the
part of the stockholders, but, subject to Article NINTH of this Amended and
Restated Certificate of Incorporation, the stockholders may make additional
bylaws and may alter, amend or repeal any bylaw whether adopted by them or
otherwise. The Corporation may in its bylaws confer powers upon its Board of
Directors in addition to the foregoing and in addition to the powers and
authorities expressly conferred upon the Board of Directors by applicable law.

NINTH: The number of directors which shall constitute the
whole Board of Directors shall be as determined from time to time by resolution
of the directors of the Corporation or as specified in a bylaw of the
Corporation adopted by the affirmative vote of not less than sixty-six and
two-thirds percent (66 2/3%) of the total voting power of all outstanding shares
of voting stock of the Corporation. No director may be removed without the
affirmative vote of not less than sixty-six and two-thirds percent (66 2/3%) of
the total voting power of all outstanding shares of voting stock of the
Corporation.

TENTH: Special meetings of the stockholders of the Corporation
for any purpose or purposes may be called at any time by the Board of Directors,
or by a committee of the Board of Directors which has been duly designated by
the Board of Directors and whose powers and authority, as provided in a
resolution of the Board of Directors, in the bylaws of the Corporation, or by
law, include the power to call such meetings, but such special meetings may not
be called by any other person or persons; provided, however, that if and to the
extent that any special meeting of stockholders may be called by any other
person or persons specified in any provisions of this Amended and Restated
Certificate of Incorporation or any amendment thereto or any certificate filed
under Section 151(g) of the General Corporate Law of the State of Delaware (or
its successor statute as in effect from time to time hereafter), then such
special meeting may also be called by the person or persons, in the manner, at
the time and for the purposes so specified.

ELEVENTH: The Corporation reserves the right at any time and
from time to time to amend, alter, change or repeal any provision contained in
this Amended and Restated Certificate of Incorporation, and other provisions
authorized by the laws of the State of Delaware

<PAGE>

at the time in force may be added or inserted, in the manner now or hereafter
prescribed herein or by applicable law; and all rights, preferences and
privileges of whatsoever nature conferred upon stockholders, directors or any
other persons whomsoever by and pursuant to this Amended and Restated
Certificate of Incorporation in its present form or as hereafter amended are
granted subject to this reservation. Notwithstanding the foregoing, the
provisions set forth in Articles FIFTH, EIGHTH, NINTH, TENTH and this Article
ELEVENTH may not be repealed or amended in any respect unless such repeal or
amendment is approved by the affirmative vote of the holders of not less than
sixty-six and two thirds percent (66 2/3%) of the total voting power of all
outstanding shares of voting stock of this corporation.

IN WITNESS WHEREOF, the corporation has caused this Amended and Restated
Certificate of Incorporation to be signed by Donald R. Horton, its President,
and attested by Alan Jacobs, its Secretary, this 18th day of March, 1992.

D.R. HORTON, INC.

(Seal)

By: /s/ Donald R. Horton
---------------------------
Donald R. Horton, President

ATTEST:

By: /s/ Alan Jacobs
-------------------------
Alan Jacobs, Secretary

Exhibit 5.1

April 13, 1999

D.R. Horton, Inc.
1901 Ascension Blvd., Suite 100
Arlington, Texas 76006

Re: D.R. Horton, Inc. Public Offering

Ladies and Gentlemen:

As counsel for D.R. Horton, Inc., a Delaware corporation (the "Company"), we are
familiar with the Company's Registration Statement on Form S-3 (as amended, the
"Registration Statement") filed with the Securities and Exchange Commission (the
"SEC") under the Securities Act of 1933 (as amended, the "Act"), on the date
hereof, with respect to the offering and issuance from time to time by the
Company of up to $600,000,000 aggregate offering price of the following: (i) one
or more series of its debt securities (the "Debt Securities"), which may be
senior debt securities, senior subordinated debt securities or subordinated debt
securities, and which may include guarantees of the Debt Securities (the
"Guarantees") by direct and indirect subsidiaries of the Company (the
"Guarantors"), (ii) shares of its Preferred Stock, par value $.10 per share (the
"Preferred Stock"), (iii) shares of its Common Stock, par value $.01 per share
(the "Common Stock"), or (iv) warrants to purchase Debt Securities, Preferred
Stock, or Common Stock (the "Warrants"), which will be issued under one or more
warrant agreements (each, a "Warrant Agreement") to be entered into between the
Company and a financial institution identified therein as warrant agent (each, a
"Warrant Agent"). All capitalized terms which are not defined herein shall have
the meanings assigned to them in the Registration Statement.

In connection with our examination of documents as hereinafter described, we
have assumed the genuineness of all signatures on, and the authenticity of, all

<PAGE>

documents submitted to us as originals and the conformity to original documents
of all documents submitted to us as copies. With respect to agreements and
instruments executed by natural persons, we have assumed the legal competency of
such persons.

For the purpose of rendering this opinion, we have made such factual and legal
examination as we deemed necessary under the circumstances, and in that
connection we have examined, among other things, originals or copies of the
following:

(1) The Certificate of Incorporation of the Company, as amended to date;

(2) The Bylaws of the Company, as amended to date;

(3) The form of Senior Debt Securities Indenture (and form of notes and
Guarantees) filed as an exhibit to the Registration Statement by
incorporation by reference to Exhibit 4.1(a) to the Company's
Registration Statement (No. 333-27521) on Form S-3, filed May 31,
1997;

(4) The form of Senior Subordinated Debt Securities Indenture (and form
of notes and Guarantees) filed as an exhibit to the Registration
Statement by incorporation by reference to Exhibit 4.1(b) to
Amendment No. 1 to the Company's Registration Statement (No.
333-27521) on Form S-3, filed June 2, 1997;

(5) The form of Subordinated Debt Securities Indenture (and form of
notes and Guarantees) filed as an exhibit to the Registration
Statement by incorporation by reference to Exhibit 4.1(c) to
Amendment No. 1 to the Company's Registration Statement (No.
333-27521) on Form S-3, filed June 2, 1997;

(6) Such records of the corporate proceedings of the Company, and such
other documents that we considered necessary or appropriate for the
purpose of rendering this opinion; and

(7) Such other certificates and assurances from public officials,
officers and representatives of the Company that we considered
necessary or appropriate for the purpose of rendering this opinion.

On the basis of the foregoing examination, and in reliance thereon, we are of
the opinion that (subject to compliance with the pertinent provisions of the Act
and, with respect to the Indentures (as defined below) and the Debt Securities,
the Trust Indenture Act of 1939, as amended, and to compliance with such
securities or "blue sky" laws of any jurisdiction as may be applicable):

1. When (a) the Debt Securities in substantially the form contained
in (as appropriate) the form of Senior Debt Securities Indenture, the form of
Senior Subordinated Debt Securities Indenture and the form of Subordinated Debt
Securities Indenture (as amended or supplemented in accordance with the
respective terms thereof, each an "Indenture") shall have been authorized,
executed and authenticated in accordance with the terms of the applicable

<PAGE>

Indenture, (b) the Indentures shall have been qualified under the Trust
Indenture Act of 1939, duly executed and delivered and (c) the Debt Securities
shall have been issued and sold as described in the Registration Statement, and
if in an underwritten offering, in accordance with the terms and conditions of
the applicable underwriting agreement, and in a manner contemplated in the
Registration Statement, including the Prospectus Supplement relating to any such
Debt Securities, the Debt Securities will be duly authorized and valid and
binding obligations of the Company, subject to the effect of any bankruptcy,
insolvency, reorganization, moratorium, arrangement, or similar laws affecting
the enforcement of creditors' rights generally (including, without limitation,
the effect of statutory or other laws regarding fraudulent transfers or
preferential transfers) and general principles of equity, regardless of whether
enforceability is considered in a proceeding in equity or at law.

2. When the Preferred Stock shall have been authorized, issued and
sold within the limits and as described in the Registration Statement, and if in
an underwritten offering, in accordance with the terms and conditions of the
applicable underwriting agreement, and in a manner contemplated in the
Registration Statement, including the Prospectus Supplement relating to the
applicable series of such Preferred Stock, the Preferred Stock will be validly
issued, fully paid and nonassessable.

3. When the Common Stock shall have been authorized, issued and sold
within the limits and as described in the Registration Statement, and if in an
underwritten offering, in accordance with the terms and conditions of the
applicable underwriting agreement, and in a manner contemplated in the
Registration Statement, including the Prospectus Supplement relating to the
applicable offering of such Common Stock, the Common Stock will be validly
issued, fully paid and nonassessable.

4. When (a) the Warrant Agreements shall have been authorized,
executed, and delivered, (b) the Warrants shall have been authorized, executed,
and countersigned in accordance with the terms of the applicable Warrant
Agreement, and (c) the Warrants shall have been issued and sold within the
limits and as described in the Registration Statement, and if in an underwritten
offering, in accordance with the terms and conditions of the applicable
underwriting agreement, and in a manner contemplated in the Registration
Statement, including the Prospectus Supplement relating to the applicable
offering of such Warrants, the Warrants will be duly authorized and valid and
binding obligations of the Company, subject to the effect of any bankruptcy,
insolvency, reorganization, moratorium, arrangement, or similar laws affecting
the enforcement of creditors' rights generally (including, without limitation,
the effect of statutory or other laws regarding fraudulent transfers or
preferential transfers) and general principles of equity, regardless of whether
enforceability is considered in a proceeding in equity or at law.

5. When (a) the Guarantees and related Debt Securities in
substantially the form contained in (as appropriate) the form of Senior Debt
Securities Indenture, the form of Senior Subordinated Debt Securities Indenture
and the form of Subordinated Debt Securities Indenture shall have been
authorized, executed and authenticated in accordance with the terms of the
applicable Indenture, (b) the Indentures shall have been qualified under the
Trust Indenture Act of 1939, duly executed and delivered and (c) the Guarantees
and related Debt Securities shall have been issued as described in the
Registration Statement, and if in an underwritten offering, in accordance with
the terms and conditions of the applicable underwriting agreement, and in a

<PAGE>

manner contemplated in the Registration Statement, including the Prospectus
Supplement relating to any such Guarantee and related Debt Securities, the
Guarantees will be duly authorized and valid and binding obligations of the
Guarantors, subject to the effect of any bankruptcy, insolvency, reorganization,
moratorium, arrangement, or similar laws affecting the enforcement of creditors'
rights generally (including, without limitation, the effect of statutory or
other laws regarding fraudulent transfers or preferential transfers) and general
principles of equity, regardless of whether enforceability is considered in a
proceeding in equity or at law. We express no opinion, however, (i) regarding
the effectiveness of any waiver in respect of the Guarantees of any rights of
any Guarantor, or duties owing to it, as a matter of law, or that is broadly
stated or does not describe the right or duty purportedly waived with reasonable
specificity; or (ii) the effect on the enforceability of the Guarantees against
any Guarantor of any facts or circumstances that would constitute a defense to
the obligation of a surety, unless such defense has been waived effectively by
such Guarantor.

This opinion is limited to the present corporate laws of the State of Delaware,
the present laws of the State of New York and the present federal laws of the
United States and to the present judicial interpretations thereof and to the
facts as they presently exist. We undertake no obligation to advise you as a
result of developments occurring after the date hereof or as a result of facts
or circumstances brought to our attention after the date hereof.

This opinion may be filed as an exhibit to the Registration Statement. Consent
is also given to the reference to this firm under the caption "Legal Matters" in
the prospectus contained in the Registration Statement. In giving this consent,
we do not admit we are included in the category of persons whose consent is
required under Section 7 of the Act or the rules and regulations of the SEC
promulgated thereunder.

Very truly yours,

GIBSON, DUNN & CRUTCHER LLP

Exhibit 12.1

D.R. HORTON, INC.
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

<TABLE>
<CAPTION>
For the fiscal years For the three months
ended September 30, ended December 31,
---------------------------------------------------- --------------------
1994 1995 1996 1997 1998 1997 1998
---------------------------------------------------- --------------------
($'s in thousands)

<S> <C> <C> <C> <C> <C> <C> <C>
Consolidated pretax
income from continuing
operations.............. $51,728 $58,022 $89,814 $108,550 $159,099 $30,418 $54,266
Amortization of
capitalized interest.... 12,259 18,734 25,670 29,323 47,995 8,237 14,884
Interest expensed....... 7,946 9,551 10,006 11,707 17,453 3,074 3,967
---------------------------------------------------- --------------------
Earnings........ $71,933 $86,307 $125,490 $149,580 $224,547 $41,729 $73,117
==================================================== ====================
Interest incurred....... $23,869 $34,500 $39,807 $51,978 $71,649 $15,648 $16,457
---------------------------------------------------- --------------------
Fixed charges... $23,869 $34,500 $39,807 $51,978 $71,649 $15,648 $16,457
==================================================== ====================
Ratio of earnings to
fixed charges........... 3.01 2.50 3.15 2.88 3.13 2.67 4.44
==================================================== ====================
</TABLE>

Exhibit 23.2

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "EXPERTS" in the
Registration Statement (Form S-3) and related Prospectus of D.R. Horton, Inc.
for the registration of an aggregate maximum total of $600,000,000 of its debt
securities, preferred stock, common stock and warrants and to the incorporation
by reference therein of our report dated November 12, 1998, with respect to the
consolidated financial statements of D.R. Horton, Inc. included in its Annual
Report on Form 10-K for the year ended September 30, 1998, filed with the
Securities and Exchange Commission.

Fort Worth, Texas
April 12, 1999

EXHIBIT 23.3

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the use of our
report (and to all references to our firm) included in or made a part of this
Form S-3 Registration Statement of D.R. Horton, Inc.

Phoenix, Arizona,
April 12, 1999