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As filed with the Securities and Exchange Commission on December 16, 2003June 10, 2005

Registration No. 333-            

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,Washington, D.C. 20549

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

HOVNANIAN ENTERPRISES, INC.
(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of Incorporation or Organization)

22-1851059
(I.R.S. Employer Identification Number)

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

HOVNANIAN
ENTERPRISES, INC.		K. HOVNANIAN
ENTERPRISES, INC.
(Exact Name of Registrant as Specified in Its Charter)

Delaware



California
(State or Other Jurisdiction of Incorporation or Organization)

22-1851059



22-2423583
(I.R.S. Employer Identification Number)
10 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
(732) 747-7800		10 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
(732) 747-7800
(Address, Including Zip Code, and Telephone Number, Including Area Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)

SEE TABLE OF ADDITIONAL REGISTRANTS

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

(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent For Service)

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

        Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

        If the only securities being registered on this formForm are being offered pursuant to dividend or interest reinvestment plans, please check the following box.   o

        If any of the securities being registered on this formForm 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.   ý

        If this formForm 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.   o

        If this formForm 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.   o

        If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.   o



CALCULATION OF REGISTRATION FEE

Title Of Each Class of Securities To Be Registered

 Amount To Be
Registered

 Proposed
Maximum
Offering Price
Per Unit (1)

 Proposed Maximum
Aggregate Offering Price (1)

 Amount Of
Registration
Fee (1)

Class A Common Stock 244,618 $85.375 $20,884,261.75 $1,690.00
Title of each class of
securities to be registered

 Amount to be registered

 Proposed maximum offering price per unit

 Proposed maximum aggregate offering price

 Amount of registration fee

Debt Securities, Class A Common Stock, Preferred Stock, Depositary Shares, Warrants, Stock Purchase Contracts and Stock Purchase Units(1) $338,000,000 100%(2) $338,000,000(2) $39,783

Guarantees of Hovnanian Enterprises, Inc. of Debt Securities and Warrants of K. Hovnanian Enterprises, Inc. and Guarantees of Subsidiary Guarantors of Debt Securities and Warrants of Hovnanian Enterprises, Inc. and K. Hovnanian Enterprises,  Inc.
 
(3)
 
(3)
 
(3)
 
None
Total $338,000,000(2) 100%(2) $338,000,000(2) $39,783
(1)
The Debt Securities registered hereby include such additional amount as may be necessary so that, if Debt Securities are issued with an original issue discount, the aggregate initial offering prices of all Debt Securities will equal no more than $338,000,000. There are also being registered hereunder an indeterminate number of shares of Class A Common Stock and Preferred Stock as shall be issuable upon conversion or redemption of Preferred Stock or Debt Securities or in connection with Depositary Shares registered hereby.

(2)
Estimated solely for the purpose of calculating the registration fee pursuantfee.

(3)
No separate consideration will be received for the Guarantees. Any securities registered hereunder may be sold separately or as units with other securities registered hereunder.

        Pursuant to Rule 457(c)429 under the Securities Act of 1933, as amended. The proposed maximum offering price per unit,amended, the proposed maximum aggregate offering priceProspectus herein also relates to the remaining $162,000,000 of Debt Securities (and any guarantees thereof as described therein), Warrants (and any guarantees thereof as described therein), Preferred Stock, Class A Common Stock, Stock Purchase Contracts and Stock Purchase Units registered on Form S-3 (Registration No. 333-106761), Form S-3 (Registration No. 333-68528), Form S-3 (Registration No. 333-75939) and Form S-3 (Registration No. 333-51991) of Hovnanian Enterprises, Inc. and K. Hovnanian Enterprises, Inc., $162,000,000 of Depositary Shares added hereby, and 15,286,624 allocated shares of Class A Common Stock of Hovnanian Enterprises, Inc. (as adjusted in accordance with Rule 416 under the amountSecurities Act of registration fee have been computed1933 for the 2-for-1 stock split on the basis of the average high and low prices reported per share of the Class A commonCommon Stock which was distributed on March 26, 2004) registered on Form S-3 (Registration No. 333-51991) of Hovnanian Enterprises, Inc. and K. Hovnanian Enterprises, Inc. This Registration Statement also constitutes Post-Effective Amendment No. 1 to Registration Statement No. 333-106761, Post-Effective Amendment No. 2 to Registration Statement No. 333-68528, Post-Effective Amendment No. 3 to Registration Statement No. 333-75939 and Post-Effective Amendment No. 4 to Registration Statement No. 333-51991 and upon the effectiveness of such Post-Effective Amendments, this Registration Statement and Registration Statements No. 333-106761, No. 333-68528, No. 333-75939 and No. 333-51991 will add $162,000,000 of Depositary Shares to such Registration Statements and will relate to an aggregate of $500,000,000 of Class A Common Stock, Preferred Stock, Depositary Shares, Debt Securities (and any guarantees thereof as described herein), Warrants (and any guarantees thereof as described herein) and Stock Purchase Contracts and Stock Purchase Units, and 15,286,624 shares of Class A Common Stock of Hovnanian Enterprises, Inc., which may be offered and sold by the selling shareholders.

        All share information in this Registration Statement reflects the 2-for-1 stock split in the form of a 100% stock dividend of Class A Common Stock and Class B Common Stock which was distributed on the New York Stock Exchange on December 10, 2003.March 26, 2004.

        The RegistrantRegistrants hereby amendsamend this Registration Statement on such date or dates as may be necessary to delay its effective date until the RegistrantRegistrants 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.

Subject to Completion, dated December 16, 2003

Information contained hereinTABLE OF ADDITIONAL REGISTRANTS

Exact Name of Registrant
As Specified in Its Charter
State or Other
Jurisdiction of
Incorporation or
Organization
IRS Employer
Identification
Number
Address Including Zip Code,
and Telephone Number
Including Area Code,
of Registrant's Principal
Executive Offices
Arrow Properties, Inc.NJ22-194544210 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Hovnanian Developments of Florida, Inc.FL22-241662410 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
747-7800
K. Hov International, Inc.NJ22-318861010 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hov IP, II, Inc.CA57-113506110 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hov IP, Inc.CA95-489200910 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian Acquisitions, Inc.NJ22-340667110 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Ballantrae, Inc.FL22-330913910 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Bernards IV, Inc.NJ22-329217110 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Branchburg III, Inc.NJ22-296109910 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800


K. Hovnanian at Bridgeport, Inc.CA22-354780710 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Bridgewater VI, Inc.NJ22-324329810 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Burlington III, Inc.NJ22-341213010 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Burlington, Inc.NJ22-294961110 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Calabria, Inc.CA22-332465410 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Carmel Del Mar, Inc.CA22-332055010 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Castile, Inc.CA22-335630810 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Chaparral, Inc.CA22-356573010 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Clarkstown, Inc.NJ22-261817610 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800

K. Hovnanian at Crestline, Inc.CA22-349345010 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Dominguez Hills, Inc.CA22-360217710 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at East Whiteland I, Inc.PA22-348322010 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Freehold Township I, Inc.NJ22-245918610 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Hackettstown, Inc.NJ22-276593610 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Hershey's Mill, Inc.PA22-344510210 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Highland Vineyards, Inc.CA22-330924110 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Hopewell IV, Inc.NJ22-334562210 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Hopewell VI, Inc.NJ22-346570910 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800


K. Hovnanian at Howell Township, Inc.NJ22-285930810 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Kings Grant I, Inc.NJ22-260106410 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Klockner Farms, Inc.NJ22-257244210 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at La Terraza, Inc.CA22-330380710 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at La Trovata, Inc.CA22-336909910 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Lakewood, Inc.NJ22-261817810 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Lower Saucon, Inc.PA22-296109010 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Mahwah II, Inc.NJ22-285931510 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Mahwah V, Inc.NJ22-286866310 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800

K. Hovnanian at Mahwah VI, Inc.NJ22-318861210 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Mahwah VII, Inc.NJ22-259213910 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Manalapan, Inc.NJ22-244299810 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Marlboro II, Inc.NJ22-274865910 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Marlboro Township IV, Inc.NJ22-330119610 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Metro DC South, Inc.VA22-358384710 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Monroe II, Inc.NY22-271807110 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Montclair NJ, Inc.NJ22-275922110 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Montgomery I, Inc.PA22-316560110 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800


K. Hovnanian at Northern Westchester, Inc.NJ22-281437210 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Northlake, Inc.CA22-333669610 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Ocean Township, Inc.NJ22-309474210 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Ocean Walk, Inc.CA22-356573210 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Perkiomen I, Inc.PA22-309474310 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Perkiomen II, Inc.PA22-330119710 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Plainsboro III, Inc.NJ22-302795510 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Princeton, Inc.NJ22-332212510 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Rancho Cristianitos, Inc.CA22-336910210 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800

K. Hovnanian at Reservoir Ridge, Inc.NJ22-251058710 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at San Sevaine, Inc.CA22-349345410 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Saratoga, Inc.CA22-354780610 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Sawmill, Inc.PA22-360292410 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Scotch Plains, Inc.NJ22-346449610 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Scotch Plains II, Inc.NJ22-346449610 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Skye Isle, Inc.CA31-182009510 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Smithville, Inc.NJ22-173267410 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at South Brunswick III, Inc.NJ22-265253010 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800


K. Hovnanian at South Brunswick V, Inc.NJ22-293757010 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Stone Canyon, Inc.CA22-351264110 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Stony Point, Inc.NJ22-275819510 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Sycamore, Inc.CA22-349345610 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Tannery Hill, Inc.NJ22-339660810 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at The Bluff, Inc.NJ22-184101910 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at The Cedars, Inc.NJ22-340666410 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Thornbury, Inc.PA22-346298310 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Tierrasanta, Inc.CA22-335187510 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800

K. Hovnanian at Tuxedo, Inc.NJ22-351626610 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Union Township I, Inc.NJ22-302795210 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Upper Freehold Township I, Inc.NJ22-341587310 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Upper Makefield I, Inc.PA22-330232110 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Vail Ranch, Inc.CA22-332053710 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Wall Township VI, Inc.NJ22-285930310 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Wall Township VIII, Inc.NJ22-343464310 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Washingtonville, Inc.NY22-271788710 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Wayne III, Inc.NJ22-260766910 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800


K. Hovnanian at Wayne V, Inc.NJ22-279029910 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Wildrose, Inc.CA22-331252510 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian Companies Northeast, Inc.NJ22-244521610 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian Companies of California, Inc.CA22-330175710 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian Companies of Maryland, Inc.MD22-333105010 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian Companies of Metro Washington, Inc.VA22-316958410 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian Companies of New York, Inc.NY22-261817110 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian Companies of North Carolina, Inc.NC22-276593910 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian Companies of Pennsylvania, Inc.PA22-239017410 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800

K. Hovnanian Companies of Southern California, Inc.CA22-349344910 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian Construction II, Inc.NJ22-224631610 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian Construction III, Inc.NJ22-194544410 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian Construction Management, Inc.NJ22-340666810 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian Developments of Arizona, Inc.AZ31-182544210 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian Developments of California, Inc.CA22-330380610 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian Developments of D.C., Inc.DC20-237710610 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian Developments of Delaware, Inc.DE20-152846610 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian Developments of Illinois, Inc.IL20-2422105310 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800


K. Hovnanian Developments of Maryland, Inc.MD22-333104510 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian Developments of Metro Washington, Inc.VA22-318861510 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian Developments of Michigan, Inc.MI31-182634810 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian Developments of Minnesota, Inc.MN20-107386810 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian Developments of New Jersey II, Inc.CA59-376229410 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian Developments of New Jersey, Inc.CA22-266456310 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian Developments of New York, Inc.NY22-262649210 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian Developments of Ohio, Inc.OH32-006937610 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian Developments of Pennsylvania, Inc.PA22-109767010 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800

K. Hovnanian Developments of South Carolina, Inc.SC58-265996810 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian Developments of Texas, Inc.TX22-368578610 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian Developments of West Virginia, Inc.WV31-182683110 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian Equities, Inc.NJ21-073620610 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian Forecast Homes, Inc.CA95-489200710 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian Homes of North Carolina, Inc.NC56-145883310 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian Homes of Virginia, Inc.VA52-089876510 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian Investment Properties of New Jersey, Inc.NJ22-254136110 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian PA Real Estate, Inc.PA22-318860810 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800


K. Hovnanian Port Imperial Urban Renewal, Inc.NJ22-302795610 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian Properties of Newark Urban Renewal Corporation, Inc.NJ22-301726710 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian Properties of North Brunswick V, Inc.NJ22-205790710 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian Properties of Wall, Inc.NJ22-324413410 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
KHC Acquisition, Inc.CA22-330380210 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Landarama, Inc.NJ22-197861210 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
M&M at Long Branch, Inc.NJ22-335925410 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Matzel & Mumford of Delaware, Inc.DE22-368672810 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
MCNJ, Inc.NJ22-272290610 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800

Pine Brook Company, Inc.NJ22-176283310 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Reflections of You Interiors, Inc.TX75-196789410 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Seabrook Accumulation CorporationCA33-098961510 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Stonebrook Homes, Inc.CA33-055388410 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
The Matzel & Mumford Organization, Inc.NJ22-367067710 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Washington Homes, Inc.DE22-377473710 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Westminster Homes of Tennessee, Inc.TN52-197336310 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Westminster Homes, Inc.NC52-187468010 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
WH Land I, Inc.MD52-207346810 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800


WH Properties, Inc.MD52-166297310 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Dulles Coppermine, L.L.C.VA31-182077010 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Edison Contract Services, L.L.C.NJ20-113140810 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Hovnanian Land Investment Group, L.L.C.MD20-058191110 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Hovnanian Land Investment Group of California, L.L.C.CA20-147113910 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Hovnanian Land Investment Group of Florida, L.L.C.FL20-137903710 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Hovnanian Land Investment Group of Maryland, L.L.C.MD20-144685910 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Hovnanian Land Investment Group of North Carolina, L.L.C.NC20-130902510 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Hovnanian Land Investment Group of Texas, L.L.C.TX20-144211110 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800

Hovnanian Land Investment Group of Virginia, L.L.C.VA20-102002310 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at 4S II, L.L.C.CA20-161839210 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at 4S, L.L.C.CA73-163845510 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Acqua Vista, L.L.C.CA20-046416110 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Aliso, L.L.C.CA20-121856710 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Arbor Heights, LLCCA33-089077510 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Barnegat I, L.L.C.NJ22-380431610 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Bella Lago, L.L.C.CA20-121857610 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Berkeley, L.L.C.NJ22-364463210 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800


K. Hovnanian at Bernards V, L.L.C.DE22-361858710 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Blue Heron Pines, L.L.C.NJ22-363044910 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Bridgewater I, L.L.C.NJ31-182070310 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Bridlewood, L.L.C.CA20-145407710 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Camden I, L.L.C.NJ22-384557510 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Capistrano, L.L.C.CA20-161846510 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Carmel Village, L.L.C.CA52-214783110 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Cedar Grove III, L.L.C.NJ22-381849110 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Cedar Grove IV, L.L.C.NJ20-118502910 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800

K. Hovnanian at Chester I, L.L.C.DE22-361834710 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Chesterfield, L.L.C.NJ20-091631010 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at City in the Hills, L.L.C.CA20-178697410 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Clifton II, L.L.C.NJ22-386290610 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Clifton, L.L.C.NJ22-365597610 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Cortez Hill, L.L.C.CA31-182295910 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Cranbury, L.L.C.NJ22-381434710 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Curries Woods, L.L.C.NJ22-377646610 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Denville, L.L.C.NJ03-043651210 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800


K. Hovnanian at Deptford Township, L.L.C.NJ20-125480210 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Eastlake, LLCCA31-182009610 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Edgewater II, L.L.C.NJ20-037453410 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Edgewater, L.L.C.NJ31-182562310 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Egg Harbor Township, L.L.C.NJ31-182660610 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Encinitas Ranch, L.L.C.CA33-089077010 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Florence I, L.L.C.NJ20-098261310 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Florence II, L.L.C.NJ20-098263110 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Forest Meadows, L.L.C.NJ16-163975510 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800

K. Hovnanian at Franklin, L.L.C.NJ20-182259510 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Freehold Township, L.L.C.NJ22-250065110 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Gaslamp Square, L.L.C.CA20-145405810 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Great Notch, L.L.C.NJ22-333058210 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Guttenberg, L.L.C.NJ22-365300710 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Hackettstown II, L.L.C.NJ20-041249210 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Hamburg Contractors, L.L.C.NJ22-381417510 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Hamburg, L.L.C.NJ22-379554410 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Hawthorne, L.L.C.NJ20-094695410 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800


K. Hovnanian at Highland Shores, L.L.C.MN20-270599110 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Highwater, L.L.C.CA20-145403710 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Jackson I, L.L.C.NJ56-229080210 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Jackson, L.L.C.NJ22-363045010 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Jersey City IV, L.L.C.NJ22-365597410 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Jersey City V Urban Renewal Company, L.L.C.NJ31-181864610 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at King Farm, L.L.C.MD22-364792410 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at La Costa, L.L.C.CA31-182009410 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at La Habra Knolls, LLCCA31-181990810 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800

K. Hovnanian at Lafayette Estates, L.L.C.NJ22-365892610 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Lake Ridge Crossing, L.L.C.VA22-377853710 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Lake Terrapin, L.L.C.VA22-364792010 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Lawrence V, L.L.C.NJ22-363807310 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Linwood, L.L.C.NJ22-366373110 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Little Egg Harbor Township II, L.L.C.NJ20-268988410 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Little Egg Harbor Contractors, L.L.C.NJ22-383207710 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Little Egg Harbor, L.L.C.NJ22-379553510 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Long Branch I, L.L.C.NJ56-230803010 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800


K. Hovnanian at Lower Macungie Township I, L.L.C.PA51-042758210 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Lower Macungie Township II, L.L.C.PA65-116180310 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Lower Makefield Township I, L.L.C.PA22-388747110 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Lower Moreland I, L.L.C.PA22-378554410 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Lower Moreland II, L.L.C.PA22-378553910 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Manalapan III, L.L.C.NJ22-333789610 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Mansfield I, LLCNJ22-355634510 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Mansfield II, LLCNJ22-355634610 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Mansfield III, L.L.C.NJ22-368383910 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800

K. Hovnanian at Marlboro Township IX, L.L.C.NJ20-100587910 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Marlboro Township V, L.L.C.NJ22-274113910 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Marlboro Township VIII, L.L.C.NJ22-380259410 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Marlboro VI, L.L.C.NJ22-379197610 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Marlboro VII, L.L.C.NJ22-379197710 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Mendham Township, L.L.C.NJ20-203380010 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Menifee, L.L.C.CA52-214783210 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Menifee Valley Condominiums, L.L.C.CA20-161844610 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Middle Township, L.L.C.NJ03-047333010 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800


K. Hovnanian at Middletown II, L.L.C.NJ04-369537110 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Middletown, L.L.C.NJ22-363045210 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Millville I, L.L.C.NJ20-156230810 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Millville II, L.L.C.NJ20-222138010 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Monroe III, L.L.C.NJ20-087639310 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Monroe IV, L.L.C.NJ20-236442310 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Montvale, L.L.C.NJ20-158468010 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Mosaic, LLCCA55-082091510 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Mt. Olive Township, L.L.C.NJ22-381304310 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800

K. Hovnanian at North Bergen II, L.L.C.NJ34-199743510 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at North Bergen, L.L.C.NJ22-293535210 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at North Brunswick VI, L.L.C.NJ22-362781410 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at North Caldwell II, L.L.C.NJ20-118505710 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at North Caldwell, L.L.C.NJ20-041250810 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at North Haledon, L.L.C.NJ22-377059810 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at North Wildwood, L.L.C.NJ5-376968410 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Northampton. L.L.C.PA22-378552710 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Northfield, L.L.C.NJ22-366582610 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800


K. Hovnanian at Old Bridge, L.L.C.NJ55-078704210 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Olde Orchard, LLCCA51-045390610 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Pacific Bluffs, L.L.C.CA33-089077410 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Paramus, L.L.C.NJ22-368788410 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Park Lane, L.L.C.CA33-089628510 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Parsippany-Troy Hills, L.L.C.NJ20-276949010 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Pittsgrove, L.L.C.NJ20-156225410 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Rancho Santa Margarita, L.L.C.CA33-089077310 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Randolph I, L.L.C.NJ01-071219610 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800

K. Hovnanian at Rapho, L.L.C.PA20-229351510 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Readington II, L.L.C.NJ22-308552110 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Red Bank, L.L.C.NJ20-248902810 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Riverbend II, L.L.C.CA65-116180110 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Riverbend, L.L.C.CA33-089077710 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Roderuck. L.L.C.MD22-375633610 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Rowland Heights, L.L.C.CA22-214783310 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Sayreville, L.L.C.NJ22-381545910 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Scotch Plains, L.L.C.NJ20-114932910 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800


K. Hovnanian at Shelf Company, L.L.C.CA20-190684410 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Smithville III, L.L.C.NJ22-277638710 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Somers Point, LLCNJ16-163976110 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at South Brunswick, L.L.C.NJ01-061809810 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Springco, L.L.C.NJApplied for10 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Springfield, L.L.C.NJ20-289286610 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Sunsets, L.L.C.CA33-089076810 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Teaneck, L.L.C.NJ20-158424010 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at the Crosby, L.L.C.CA20-093636410 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800

K. Hovnanian at the Gables, L.L.C.CA33-089076910 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at The Preserve, L.L.C.CA20-133707910 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Thompson Ranch, L.L.C.CA20-159951810 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Trail Ridge, L.L.C.CA33-099061510 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Union Township II, L.L.C.NJApplied
for		10 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Upper Freehold Township II, L.L.C.NJ22-365597510 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Upper Freehold Township III, L.L.C.NJ22-366668010 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Upper Uwchlan II, L.L.C.PA31-182073110 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Upper Uwchlan, L.L.C.PA59-376379810 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800


K. Hovnanian at Wanaque, L.L.C.NJ22-362603710 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Warren Township, L.L.C.NJ20-259493210 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Washington, L.L.C.NJ22-374340310 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Wayne IX, L.L.C.NJ22-382877510 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Wayne VIII, L.L.C.NJ22-361834810 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at West Bradford, L.L.C.PA20-256021110 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at West Milford, L.L.C.NJ22-374095110 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at West Windsor, L.L.C.NJ22-361824210 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Willow Brook, L.L.C.MD22-370910510 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800

K. Hovnanian at Winchester, L.L.C.CA52-214783610 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Woodhill Estates, L.L.C.NJ01-055078110 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Woolwich I, L.L.C.NJ22-382877710 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Yonkers I, L.L.C.NY20-139928710 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Yonkers II, L.L.C.NY20-139931010 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian at Yonkers III, L.L.C.NY20-139933010 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian Cambridge Homes, L.L.C.FL20-238707710 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian Central Acquisitions, L.L.C.DE22-355634310 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian Companies of Metro D.C. North, L.L.C.MD22-368315910 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800


K. Hovnanian Companies, LLCCA59-376229810 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian Eastern Pennsylvania, L.L.C.PA04-363008910 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian Four Seasons at Historic Virginia, L.L.C.VA22-364792510 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian Four Seasons at Gold Hill, L.L.C.SC31-182016110 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian Great Western Building Company, L.L.C.AZ31-182544310 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian Great Western Homes, L.L.C.AZ31-182544110 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian Holdings NJ, L.L.C.NJ02-065117310 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian Homes at Cameron Station, L.L.C.VA20-116962810 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian Homes at Camp Springs, L.L.C.MD20-081202010 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800

K. Hovnanian Homes at Fairwood, L.L.C.MD47-088012510 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian Homes at Forest Run, L.L.C.MD20-081210910 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian Homes at Laurel Highlands, L.L.C.VA20-103488010 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian Homes at Maxwell Place, L.L.C.MD37-149319010 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian Homes at Renaissance Plaza, L.L.C.MD20-036414410 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian Homes at Russett, L.L.C.MD20-152615010 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian Homes of D.C., L.L.C.DC20-237715310 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian Homes of Delaware, L.L.C.DE20-152848210 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian Homes of Maryland, L.L.C.MD01-073709810 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800


K. Hovnanian Homes of Minnesota, L.L.C.MN20-120048410 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian Homes of Pennsylvania, L.L.C.PA20-031077610 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian Homes of South Carolina, L.L.C.SC20-190684410 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian Homes of West Virginia, L.L.C.WV20-282865410 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian Investments, L.L.C.NJ20-041245510 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian North Central Acquisitions, L.L.C.DE22-355498610 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian North Jersey Acquisitions, L.L.C.DE22-355634410 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian Northeast Services, L.L.C.NJ16-163945210 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian Ohio Realty, L.L.C.OH32-006937610 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800

K. Hovnanian Pennsylvania Acquisitions, L.L.C.PA54-206461810 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian Shore Acquisitions, L.L.C.DE22-355634210 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian South Jersey Acquisitions, L.L.C.DE22-355634110 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian Southern New Jersey, L.L.C.NJ01-064828010 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian Summit Holdings, L.L.C.VA31-181802710 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian Summit Homes of Michigan, L.L.C.MI31-182635110 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian Summit Homes of Pennsylvania, L.L.C.PA20-031077610 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian Summit Homes of West Virginia, L.L.C.WV31-182683210 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian Summit Homes, L.L.C.OH32-006937910 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800


K. Hovnanian T & C Investment, L.L.C.NJ20-236439410 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian T & C Management Co., L.L.C.CA20-239354610 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian Windward Homes, L.L.C.FL20-030199510 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian's Four Seasons at Ashburn Village, L.L.C.VA20-038521310 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian's Four Seasons at Bakersfield, L.L.C.CA20-145411610 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian's Four Seasons at Dulles Discovery Condominium, L.L.C.VA20-144215510 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian's Four Seasons at Dulles Discovery, L.L.C.VA20-116967510 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian's Four Seasons at Hemet, L.L.C.CA47-088418110 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian's Four Seasons at Kent Island, L.L.C.MD22-366831510 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800

K. Hovnanian's Four Seasons at Kent Island Condominiums, L.L.C.MD20-172710110 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian's Four Seasons at Menifee Valley, L.L.C.CA20-145414310 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian's Four Seasons at Palm Springs, L.L.C.CA57-114557910 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian's Four Seasons at St. Margarets Landing, L.L.C.MD22-368886410 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian's Four Seasons at Vint Hill, L.L.C.VA31-182804910 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian's Four Seasons, L.L.C.CA52-214783710 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian's Private Home Portfolio, L.L.C.NJ22-376685610 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
KHIP, LLCNJ01-075277610 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Kings Court at Montgomery, L.L.C.NJ22-382504610 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800


M&M at Apple Ridge, L.L.C.NJ22-382465410 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
M&M at Brookhill, L.L.C.NJ22-382465210 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
M&M at Chesterfield, LLCNJ56-229050610 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
M&M at East Mill, L.L.C.NJ80-003606810 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
M&M at Heritage Woods, L.L.C.NJ22-382465010 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
M&M at Kensington Woods, LLCNJ31-181990710 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
M&M at Morristown, L.L.C.NJ22-383477510 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
M&M at Robert Morris, L.L.C.NJ22-051421610 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
M&M at Sheridan, L.L.C.NJ22-382535710 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800

M&M at Sparta, L.L.C.NJ22-382505710 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
M&M at Spinnaker Pointe, L.L.C.NJ22-382504110 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
M&M at Spruce Hollow, L.L.C.NJ22-382506410 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
M&M at Spruce Meadows, L.L.C.NJ22-382503610 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
M&M at Spruce Run, L.L.C.NJ22-382503710 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
M&M at Tamarack Hollow, L.L.C.NJ20-203383610 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
M&M at The Highlands, L.L.C.NJ22-382464910 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
M&M at West Orange, L.L.C.NJ55-082091910 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
M&M at Wheatena Urban Renewal, L.L.C.NJ20-151652110 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800


Matzel & Mumford at Cranbury Knoll, L.L.C.NJ22-356994510 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Matzel & Mumford at Egg Harbor, L.L.C.NJ20-170681710 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Matzel & Mumford at Freehold, L.L.C.NJ22-346899110 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Matzel & Mumford at Heritage Landing, L.L.C.NJ22-357593210 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Matzel & Mumford at Montgomery, L.L.C.NJ22-350054210 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Matzel & Mumford at Phillipsburg, L.L.C.NJ22-361926710 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Matzel & Mumford at South Bound Brook Urban Renewal, L.L.C.NJ20-048967710 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Matzel & Mumford at South Brunswick, L.L.C.NJ22-344583410 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Matzel & Mumford at Woodland Crest, L.L.C.NJ22-357593410 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800

Midwest Building Products & Contractor Services, L.L.COHApplied
for		10 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
MMIP, L.L.C.NJ02-065117410 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
North Manatee, L.L.C.FL20-275166810 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Paddocks, L.L.C.MD20-002766310 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Pine Ayr, L.L.C.MD20-222949510 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Ridgemore Utility, L.L.C.MD31-182067210 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian Homes at Maxwell Place, L.L.C.MD37-149319010 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
The Landings at Spinnaker Pointe, L.L.C.NJ22-382504010 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Washington Homes at Columbia Town Center, LLCMD22-375777210 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800


Westminster Homes of Alabama, L.L.C.MD63-122254010 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Westminster Homes of Mississippi, L.L.C.MD64-090782010 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Woodland Lakes Condos at Bowie Newtown, L.L.C.MD06-164340110 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
Goodman Family of Builders, L.P.TX75-265367510 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian of Houston II, L.P.TX01-075078010 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
K. Hovnanian of Houston, L.P.TX01-075078010 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800
M&M Investments, L.P.NJ22-368518310 Highway 35
P.O. Box 500
Red Bank, New Jersey 07701
732-747-7800

The information in this prospectus is subject to completion or amendment. A registration statement relating tonot complete and may be changed. We may not sell these securities has beenuntil the registration statement filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomesCommission is effective. This prospectus shallis not constitute an offer to sell or the solicitation ofthese securities and it is not soliciting an offer to buy nor shall there be any sale of these securities in any state in which suchor jurisdiction where the offer solicitation or sale would be unlawful prioris not permitted.

Subject to registration or qualification under the securities laws of any such state.completion, dated June 10, 2005

PROSPECTUS

LOGOGRAPHIC

Selling Shareholders

244,618 Shares$500,000,000

Hovnanian Enterprises, Inc.

Preferred Stock
Class A Common Stock
Depositary Shares
Warrants to Purchase Preferred Stock
Warrants to Purchase Class A Common Stock
Warrants to Purchase Depositary Shares
Debt Securities
Warrants to Purchase Debt Securities
Stock Purchase Contracts
Stock Purchase Units

K. Hovnanian Enterprises, Inc.

Guaranteed Debt Securities
Guaranteed Warrants to Purchase Debt Securities

Selling Shareholders

15,286,624 Shares
Hovnanian Enterprises, Inc.
Class A Common Stock

        All of the Class A common stock offered herebyWe, Hovnanian Enterprises, Inc., may be soldoffer and sell from time to time, byin one or more series:

or any combination of the selling shareholders named in this prospectus.these securities.

        The methods of sale of the Class A common stock offered hereby are described under the heading "Plan of Distribution".Our wholly-owned subsidiary, K. Hovnanian Enterprises, Inc., may offer and sell from time to time, in one or more series:

or any combination of these securities.

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

        Certain of our shareholders may offer and sell from time to time an aggregate of 15,286,624 shares of Class A Common Stock.

        The Preferred Stock, Class A Common Stock, other than any sold by any selling shareholders, Depositary Shares, stock purchase contracts, stock purchase units, debt securities and warrants of Hovnanian or K. Hovnanian, as "Hovnanian",applicable, may be offered at an aggregate initial offering price not to exceed $500,000,000 at prices and on terms to be determined at or prior to the "Company", "we", "us" or "our",time of sale.

        We will not receiveprovide more specific information about the terms of an offering of any of the proceeds from such sales. We will pay all expenses, including brokerage expenses, fees and discounts and commissions, incurredthese securities in connection with the offering described insupplements to this prospectus.

The securities may be sold directly by us, K. Hovnanian or selling shareholders andto investors, through agents designated from time to time or to or through underwriters or dealers. If any broker-dealers that participateagents of Hovnanian, K. Hovnanian or selling shareholders or any underwriters are involved in the distribution of the Class A common stock offered hereby may be deemed to be "underwriters" within the meaning of the Securities Act of 1933, as amended (the "Securities Act"). As a result, any commission or profit on the resale of shares received by such broker-dealers may be deemed to be underwriting commissions and discounts under the Securities Act. Upon being notified by a selling shareholder that any material arrangement has been entered into with a broker-dealer for the sale of the shares through a secondary distribution or a purchase by a broker-dealer, a supplemental prospectus will be filed, if required, disclosing among other things,any securities, the names of such broker-dealers, the number of shares involved, the price at which such shares are being soldagents or underwriters and theany applicable commissions paid or the discounts or concessions allowedwill be described in a supplement to such broker-dealers.this prospectus.

        This investment involves risk. See "Risk Factors" beginning on page 3.6.

        The Class A common stock of the Company is listed on the New York Stock Exchange (Symbol: HOV). On December 15, 2003, the closing price of the Class A common stock was $84.70 per share.

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

The date of this prospectusProspectus is            , 20032005


Table of ContentsTABLE OF CONTENTS


Page
FORWARD-LOOKING STATEMENTS2
AVAILABLE INFORMATION2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE2
RISK FACTORSForward-Looking Statements 3
THE COMPANY
Available Information
 		8
3
USE OF PROCEEDS
Incorporation of Certain Documents By Reference
 		8
4
SELLING SHAREHOLDERS
The Company
 		8
5
PLAN OF DISTRIBUTION
Risk Factors
 		9
6
LEGAL MATTERS
Ratios of Earnings to Fixed Charges and Earnings to Combined Fixed Charges and Preferred Stock Dividends
 		10
12
EXPERTS
Use of Proceeds
 		10
12

Selling Shareholders

12

Description of Debt Securities

14

Description of Capital Stock

29

Description of Depositary Shares

30

Description of Stock Purchase Contracts and Stock Purchase Units

34

Description of Warrants

34

Plan of Distribution

35

Legal Matters

36

Experts

36

        In this document, "Company", "we", "us" or "our" refers to both Hovnanian and K. Hovnanian.


FORWARD-LOOKING STATEMENTS

        This prospectus includes "forward-looking statements" including, in particular, the statements about our plans, strategies and prospects. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Although we believe that our plans, intentions and expectations reflected in, or suggested by such forward-looking statements are reasonable, we can give no assurance that such plans, intentions or expectations will be achieved. Such risks, uncertainties and other factors include, but are not limited to, (1) changes in general and local economic and business conditions, (2) weather conditions, (3) changes in market conditions, (4) changes in home prices and sales activities in the California, New Jersey, Texas, North Carolina, Virginia and Maryland markets where we build homes, (5) government regulation, including regulations concerning development of land, the homebuilding process and the environment, (6) fluctuations in interest rates and the availability of mortgage financing, (7) shortages in and price fluctuations of raw materials and labor, (8) the availability and cost of suitable land and improved lots, (9) levels of competition, (10) availability of financing to the Company, (11) utility shortages and outages or rate fluctuations, (12) geopolitical risks, terrorist acts and other acts of war and (13) other factors described in detail in the Company'sHovnanian's Form 10-K for the year ended October 31, 2002.2004. All forward-looking statements attributable to the Company or persons acting on itsour behalf are expressly qualified in their entirety by the cautionary statements and risk factors described above and contained throughout this prospectus.


AVAILABLE INFORMATION

        We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and file reports, proxy statements and other information with the Securities and Exchange Commission the(the "Commission"). We have also filed a registration statement on Form S-3 with the Commission. This prospectus, which forms part of the registration statement, does not have all the information contained in the registration statement. You may read, free of charge, and copy, at the prescribed rates, any reports, proxy statements and other information, including the registration statement, at the Commission's public reference room at Room 1024, Judiciary Plaza, 450 Fifth100 F Street, N.W.N.E., Washington, D.C. 20549. The public may obtain information on the operation of the public reference room by calling the Commission at 1-800-SEC-0330. The Commission also maintains a website that contains reports, proxy statements and other information, including the registration statement. The website address is: http://www.sec.gov. Hovnanian's Class A common stockCommon Stock is listed on the New York Stock Exchange, and reports, proxy statements and other information also can be inspected at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005.



INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

        This prospectus is part of a registration statement filed with the Commission. The Commission allows us to "incorporate by reference" selected documents we file with it, which means that we can disclose important information to you by referencereferring you to those documents. The information in the documents incorporated by reference is considered to be part of this prospectus, and information in documents that we file later with the Commission will automatically update and supersede this information. We incorporate by reference the documents listed below filed under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act.

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

2

        Each documentAll documents filed by the CompanyHovnanian pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the date of this prospectus and prior to the termination of the offering of the Class A common stock pursuant hereto shall be deemedofferings made by this prospectus are to be incorporated herein by reference in this prospectus and to be a part of this prospectus from the date of filing of such document.reference. Any statement contained in this prospectus or in a document incorporated or deemed to be incorporated by reference in this prospectusherein shall be deemed to be modified or superseded for purposes of the registration statement and this prospectus to the extent that a statement contained in this prospectusherein or in any other subsequently filed document thatwhich also is incorporated or is deemed to be incorporated by reference in this prospectusherein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of the registration statement or this prospectus.

        Hovnanian will provide without charge to each person, including any beneficial owner, to whom a copy of this prospectus is delivered, upon the written or oral request of thatsuch person, a copy of any or all of the information incorporated by reference in this prospectus, but not delivered with this prospectus, other than exhibits to such information unless the(unless such exhibits are specifically incorporated by reference into the information that this prospectus incorporates.incorporates). Requests for such copies should be directed to Paul W. Buchanan, Senior Vice President—CorporatePresident--Corporate Controller, Hovnanian Enterprises, Inc., 10 Highway 35, P.O. Box 500, Red Bank, New Jersey 07701 (telephone: (732) 747-7800).



THE COMPANY

        We design, construct, market and sell single-family detached homes, attached townhomes and condominiums, mid-rise and high-rise condominiums, urban infill and active adult homes in planned residential developments and are one of the nation's largest builders of residential homes. Originally founded in 1959 by Kevork Hovnanian, Hovnanian Enterprises, Inc. was incorporated in New Jersey in 1967 and reincorporated in Delaware in 1983. Since the incorporation of our predecessor company, we have delivered in excess of 185,000 homes, including 14,586 homes in fiscal 2004. The Company consists of two operating groups: homebuilding and financial services. Our financial services group provides mortgage loans and title services to our homebuilding customers.

        We are currently offering homes for sale in 308 communities in 33 markets in 17 states throughout the United States. We primarily market and build homes for first-time buyers, first-time and second-time move-up buyers, luxury buyers, active adult buyers and empty nesters. We offer a variety of home styles at base prices ranging from $46,000 to $1,350,000 with an average sales price, including options, of $280,000 in fiscal 2004.

        Our operations span all significant aspects of the home-buying process—from design, construction and sale, to mortgage origination and title services.

        The following is a summary of our growth history:

        1959—Founded by Kevork Hovnanian as a New Jersey homebuilder.

        1983—Completed initial public offering.

        1986—Entered the North Carolina market through the investment in New Fortis Homes.

        1992—Entered the greater Washington D.C. market.

        1994—Entered the Coastal Southern California market.

        1998—Expanded in the greater Washington D.C. market through the acquisition of P.C. Homes.

        1999—Entered the Dallas, Texas market through our acquisition of Goodman Homes. Further diversified and strengthened our position as New Jersey's largest homebuilder through the acquisition of Matzel & Mumford.

        2001—Continued expansion in the greater Washington D.C. and North Carolina markets through the acquisition of Washington Homes. This acquisition further strengthened our operations in each of these markets.

        2002—Entered the Central Valley market in Northern California and Inland Empire region of Southern California through the acquisition of Forecast Homes.

        2003—Expanded operations in Texas and entered the Houston market through the acquisition of Parkside Homes and Brighton Homes. Entered the greater Ohio market through our acquisition of Summit Homes and entered the greater metro Phoenix market through our acquisition of Great Western Homes.

        2004—In November 2003, we entered the greater Tampa, Florida market through the acquisition of Windward Homes, and in March 2004, we started a new division in the Minneapolis/St. Paul, Minnesota market.

        Hovnanian markets and builds homes that are constructed on-site in four regions which include 23 of the nation's top 50 housing markets. These four regions are the Northeast, Southeast, Southwest, and West.

        Our geographic breakdown of markets by region is:

        Northeast: New Jersey, Southern New York, Pennsylvania, Ohio, Michigan, Illinois and Minnesota



        Southwest: Arizona and Texas

        West: California

        We employed approximately 3,837 full-time associates as of October 31, 2004.

        Our Corporate offices are located at 10 Highway 35, P. O. Box 500, Red Bank, New Jersey 07701, our telephone number is (732)747-7800, and our Internet website address is www.khov.com. We make available through our website our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to these reports as soon as reasonably practicable after they are filed with the Commission. Copies of the Company's Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to these reports are available free of charge upon request.

Recent Developments

        On March 1, 2005, we announced the purchase of Cambridge Homes, a privately held Orlando homebuilder and provider of related financial services, headquartered in Altamonte Springs, Florida. On March 2, 2005, we announced the acquisition of the operations of Town & Country Homes, a privately held homebuilder and land developer headquartered in Lombard, Illinois, which occurred concurrently with our entering into a joint venture to own and develop Town & Country's existing residential communities. Cambridge Homes operates in Florida and Town & Country operates in Illinois, Minnesota and Florida.


RISK FACTORS

        In addition to the other matters described in this prospectus, you should carefully consider the following risk factors.

Leverage places burdens on our ability to comply with the terms of our indebtedness, may restrict our ability to operate, may prevent us from fulfilling our obligations and may adversely affect our financial condition.

        We have a significant amount of debt. Asdebt:


        Our amount of debt could have important consequences to you. For example, it could:

3



        Our ability to meet our debt service and other obligations will depend upon our future performance. We are engaged in businesses that are substantially affected by changes in economic cycles. Our revenues and earnings vary with the level of general economic activity in the markets we serve. Our businesses are also affected by financial, political, business and other factors, many of which are beyond our control. The factors that affect our ability to generate cash can also affect our ability to raise additional funds for these purposes through the sale of equity securities, the refinancing of debt, or the sale of assets. Changes in prevailing interest rates may affect our ability to meet our debt service obligations, because borrowings under our revolving credit facilities bear interest at floating rates. A higher interest rate on our debt service obligations could result in lower earnings.

        Our business may not generate sufficient cash flow from operations and borrowings may not be available to us under our revolving credit facilitiesfacility in an amount sufficient to enable us to pay our indebtedness or to fund our other liquidity needs. We may need to refinance all or a portion of our debt on or before maturity, which we may not be able to do on favorable terms or at all.

        The indentures governing the debt securities offered hereby, and our other outstanding debt securities, our Term Loan and our revolving credit facilitiesfacility impose restrictions on our operations and activities. The most significant restrictions relate to debt incurrence, sales of assets and cash distributions by us and require us to comply with certain financial covenants listed in those debt, Term Loanindentures and our revolving credit facilities.facility. If we fail to comply with any of these restrictions or covenants, the trustees or the banks, as appropriate, could cause our debt to become due and payable prior to maturity.

The terms of our indentures allow us to incur additional indebtedness.

        Under the terms of our indebtedness under our existing indentures, we have the ability, subject to our debt covenants, to incur additional amounts of debt. TheAdditional indebtedness issued under the indentures governing the debt securities offered hereby can be issued in more than one series, and some series may have characteristics that provide that series with rights that are superior to those of our outstanding debt securities or to those that may be issued under the indentures governing the securities offered hereby. Additionally, the incurrence of additional indebtedness could magnify the risks described above.

The homebuilding industry is significantly affected by changes in general and local economic conditions, real estate markets and weather conditions, which could affect our ability to build homes at prices our customers are willing or able to pay, could reduce profits that may not be recaptured and could result in cancellation of sales contracts.

        The homebuilding industry is cyclical, has from time to time experienced significant difficulties and is significantly affected by changes in general and local economic conditions such as:

4

        An oversupply of alternatives to new homes, such as rental properties and used homes, could depress prices and reduce margins for the sale of new homes. We have substantially increased our



inventory in 2003, 2004 and 2005, which requires significant cash outlays and could increase our exposure to this risk as the cycle turns.

        Weather conditions, such as the recent severe wet weather in California, and natural disasters such as hurricanes, tornadoes, earthquakes, floods and fires can harm the local homebuilding business.

        The difficulties described above could cause us to take longer and incur more costs to build our homes. We may not be able to recapture increased costs by raising prices in many cases because we fix our prices up to twelve months in advance of delivery by signing home sales contracts. In addition, some home buyers may cancel or not honor their home sales contracts altogether.

Our success depends on the availability of suitable undeveloped land and improved lots at acceptable prices.

        Our success in developing land and in building and selling homes depends in part upon the continued availability of suitable undeveloped land and improved lots at acceptable prices. The availability of undeveloped land and improved lots for purchase at favorable prices depends on a number of factors outside of our control, including the risk of competitive over-bidding on land on lots and restrictive governmental regulation. Should suitable land opportunities become less available, the number of homes we may be able to build and sell would be reduced, which would reduce revenue and profits.

Raw material and labor shortages and price fluctuations could delay or increase the cost of home construction and adversely affect our operating results.

        The homebuilding industry has from time to time experienced raw material and labor shortages. In particular, shortages and fluctuations in the price of lumber or in other important raw materials could result in delays in the start or completion of, or increase the cost of, developing one or more of our residential communities. In addition, we contract with subcontractors to construct our homes. Therefore, the timing and quality of our construction depends on the availability, skill and cost of our subcontractors. Delays or cost increases caused by shortages and price fluctuations could harm our operating results, the impact of which may be further affected by our ability to raise sales prices.

Changes in economic and market conditions could result in the sale of homes at a loss or holding land in inventory longer than planned, the cost of which can be significant.

        Land inventory risk can be substantial for homebuilders. We must continuously seek and make acquisitions of land for expansion into new markets and for replacement and expansion of land inventory within our current markets. The market value of undeveloped land, buildable lots and housing inventories can fluctuate significantly as a result of changing economic and market conditions. In the event of significant changes in economic or market conditions, we may have to sell homes at a loss or hold land in inventory longer than planned. Inventory carrying costs can be significant and can result in losses in a poorly performing project or market.

Home prices and sales activities in the California, New Jersey, Texas, North Carolina, Virginia, Maryland, Florida and MarylandIllinois markets have a large impact on our profitability because we conduct a significant portion of our business in these markets.

        We presently conduct a significant portion of our business in the California, New Jersey, Texas, North Carolina, Virginia, Maryland, Florida and MarylandIllinois markets. Home prices and sales activities in these markets, including in some of the markets in which we operate, have declined from time to time, particularly as a result of slow economic growth. Furthermore, precarious economic and budget situations at the state government level, such as that presently existing in California, may adversely affect the market for our

5


homes in those affected areas. If home prices and sales activity decline in one



or more of the markets in which we operate, our costs may not decline at all or at the same rate and profits may be reduced.

Because almost all of our customers require mortgage financing, increases in interest rates or the availability of mortgage financing could impair the affordability of our homes, lower demand for our products, limit our marketing effectiveness, and limit our ability to fully realize our backlog.

        Virtually all our customers finance their acquisitions through lenders providing mortgage financing. Increases in interest rates or decreases in availability of mortgage financing could lower demand for new homes because of the increased monthly mortgage costs to potential home buyers. Even if potential customers do not need financing, changes in interest rates and mortgage availability could make it harder for them to sell their existing homes to potential buyers who need financing. This could prevent or limit our ability to attract new customers as well as our ability to fully realize our backlog because our sales contracts generally include a financing contingency. Financing contingencies permit the customer to cancel his obligation in the event mortgage financing at prevailing interest rates, including financing arranged or provided by us, is unobtainable within the period specified in the contract. This contingency period is typically four to eight weeks following the date of execution.

        In addition, we believe that the availability of FNMA, FHLMC, FHA and VA mortgage financing is an important factor in marketing many of our homes. Any limitations or restrictions on the availability of those types of financing could reduce our sales.

Homebuilders are subject to a number of federal, local, state and foreign laws and regulations concerning the development of land, the homebuilding process and protection of the environment, which can cause us to incur delays and costs associated with compliance and which can prohibit or restrict our activity in some regions or areas.

        We are subject to extensive and complex regulations that affect the development and homebuilding process, including zoning, density and building standards. These regulations often provide broad discretion to the administering governmental authorities. This can delay or increase the cost of development or homebuilding.

        We also are subject to a variety of local, state, federal and foreign laws and regulations concerning protection of health and the environment. The particular environmental laws which apply to any given community vary greatly according to the community site, the site's environmental conditions and the present and former uses of the site. These environmental laws may result in delays, may cause us to incur substantial compliance, remediation, and/or other costs, and can prohibit or severely restrict development and homebuilding activity in certain environmentally sensitive regions or areas.

        It can be anticipated that increasingly stringent requirements will be imposed on developers and homebuilders in the future. Although we cannot predict the effect of these requirements, they could result in time-consuming and expensive compliance programs and in substantial expenditures, which could cause delays and increase our cost of operations. In addition, the continued effectiveness of permits already granted or approvals already obtained is dependent upon many factors, some of which are beyond our control, such as changes in policies, rules and regulations and their interpretation and application.

We compete on several levels with homebuilders that may have greater sales and financial resources, which could hurt future earnings.

        We compete not only for home buyers, but also for desirable properties, financing, raw materials and skilled labor often within larger subdivisions designed, planned and developed by other homebuilders. Our competitors include other local regional and national homebuilders, some of which have greater sales and financial resources.

6


        The competitive conditions in the homebuilding industry could result in:



        Any of these problems could increase costs and/or lower profit margins.

We may have difficulty in obtaining the additional financing required to operate and develop our business.

        Our operations require significant amounts of cash, and we will be required to seek additional capital, whether from sales of equity or borrowing more money, for the future growth and development of our business. The terms or availability of additional capital is uncertain. Moreover, the indentures governing the debt securities offered hereby and the indentures for our outstanding debt contain provisions that may restrict the debt we may incur in the future. If we are not successful in obtaining sufficient capital, it could reduce our sales and may hinder our future growth and results of operations.

Our future growth may include additional acquisitions that may not be successfully integrated and may not achieve expected benefits.

        Acquisitions have contributed to our growth. We have recentlygrowth and are a component of our growth strategy. In March 2005, we announced several acquisitions or mergers, including the ParksideCambridge Homes and BrightonTown & Country Homes acquisitionsacquisitions. Consistent with this strategy, we continue to engage in Houston, Texas,discussions with and evaluate potential acquisition targets, some of which closed in November 2002 and December 2002, respectively, the Summit Homes acquisition in Ohio, which closed in April 2003, the Great Western Homes acquisition in Phoenix, Arizona, which closed in August 2003 and the Windward Homes acquisition in Tampa, Florida, which closed in November 2003.may be significant, although we currently have no binding definitive agreements for any significant acquisitions. In the future, we may acquire other businesses. As a result of these acquisitions, we may need to seek additional financing and integrate product lines, dispersed operations and distinct corporate cultures. These integration efforts may not succeed or may distract our management from operating our existing business. Additionally, we may not be able to enhance our earnings as a result of acquisitions. Our failure to successfully manage future acquisitions could harm our operating results.

Utility shortages and outages or rate fluctuations could have an adverse impacteffect on our operations.

        In prior years, the areas in which we operate in California have experienced power shortages, including periods without electrical power, as well as significant fluctuations in utility costs. We may incur additional costs and may not be able to complete construction on a timely basis if such power shortages/outages and utility rate fluctuations continue. Furthermore, power shortages and outages, such as the blackout which recentlythat occurred in 2003 in the northeast,Northeast, and rate fluctuations may adversely affect the regional economies in which we operate, which may reduce demand for our homes. Our operations may be adversely impactedaffected if further rate fluctuations and/or power shortages and outages occur in California, the northeastNortheast or in our other markets.

Geopolitical risks and market disruption could adversely affect our operating results and financial condition.

        Geopolitical events, such as the aftermath of the war with Iraq and the continuing occupation ofinvolvement in Iraq, may have a substantial impact on the economy and the housing market. Terrorist attacks on the World Trade Center and the Pentagon on September 11, 2001 had an impact on our business and the occurrence of similar events in the future cannot be ruled out. The war and occupation,continuing involvement, terrorism and related geopolitical risks have created many economic and political uncertainties, some of which may have additional material adverse effects on the U.S. economy, our customers and, in turn, our results of operations and financial condition.

7



An active trading market may not develop for the securities offered hereby.

        The securities offered hereby, other than the Class A Common Stock which is already traded on the New York Stock Exchange, will be a new issue of securities and when offered, there may not be an active public trading market for them. Unless otherwise specified in a prospectus supplement, we do not intend to apply for listing of any of the other securities offered hereby on a securities exchange. The liquidity of the trading market in the securities offered hereby, and the market prices quoted for these securities, may be adversely affected by changes in the overall market for these types of securities and by changes in our financial performance or prospects or in the prospects for companies in our industry generally. As a consequence, when issued, an active trading market may not develop for the securities offered hereby, other than the Class A Common Stock, you might not be able to sell your securities, other than the Class A Common Stock, or, even if you can sell your securities, you might not be able to sell them at an acceptable price.

Federal and state laws allow courts, under specific circumstances, to void guarantees and to require you to return payments received from guarantors.

        The debt securities of Hovnanian and K. Hovnanian offered hereby may be guaranteed by the subsidiaries of Hovnanian. Although you may be direct creditors of any guarantors by virtue of any guarantee, existing or future creditors of any guarantor could avoid or subordinate that guarantor's guarantee under the fraudulent conveyance laws if they were successful in establishing that:

        The measures of insolvency for purposes of determining whether a fraudulent conveyance occurred vary depending upon the laws of the relevant jurisdiction and upon the valuation assumptions and methodology applied by the court. Generally, however, a company would be considered insolvent for purposes of the above if:


        We cannot assure you as to what standard a court would apply in order to determine whether a guarantor was "insolvent" as of the date its guarantee was issued, and we cannot assure you that, regardless of the method of valuation, a court would not determine that any guarantors were insolvent on that date.



THE COMPANYRATIOS OF EARNINGS TO FIXED CHARGES AND
EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS

        We design, constructFor purposes of computing the ratios of earnings to fixed charges and market high quality single-family detached homesthe ratios of earnings to combined fixed charges and attached condominium apartmentspreferred stock dividends, earnings consist of earnings from continuing operations before income taxes, plus fixed charges, less interest capitalized. Fixed charges consist of all interest incurred plus the amortization of debt issuance costs and townhouses in planned residential developments inbond discount. Combined fixed charges and preferred stock dividends consist of fixed charges and preferred stock dividends.

        The following table sets forth the Northeast (New Jersey, southern New York state,ratio of earnings to fixed charges and eastern Pennsylvania), North Carolina, South Carolina, Metro D.C. (northern Marylandthe ratio of earnings to combined fixed charges and Virginia), California, Arizona, Texas, Ohio, Michigan, Florida and West Virginia. We also sell homespreferred stock dividends for construction on lots owned byHovnanian for each of the purchasers in Ohio and western Pennsylvania. During the year ended October 31, 2002, we liquidated substantially all of our operations in the Mid-South. We market our homes to first-time buyers, first-time and second-time move-up buyers, luxury buyers, active adult buyers and empty nesters. In addition, we provide financial services (mortgage loans and title insurance) to our homebuilding customers.periods indicated.

        Over the past few years, our strategies have included several initiatives to fundamentally transform our traditional practices used to design, build and sell homes and focus on "building better." We believe that the adoption and implementation of processes and systems successfully used in other manufacturing industries, such as rapid cycle times, vendor consolidation, vendor partnering and just-in-time material procurement, will dramatically improve our business and give us a clear advantage over our competitors. Our concentration in selected markets is a key factor that enables us to achieve powers and economies of scale and differentiate ourselves from most of our competitors. These performance enhancing strategies are designed to achieve operational excellence through the implementation of standardized and streamlined "best practice processes."

        Hovnanian was originally incorporated in New Jersey in 1967 as successor to a business founded in 1959 by Kevork S. Hovnanian and became a Delaware corporation in August, 1983. Hovnanian's executive office is located at 10 Highway 35, P.O. Box 500, Red Bank, New Jersey 07701, its telephone number is (732) 747-7800 and its website address is www.khov.com. Information on our website is not a part of, or incorporated by reference in, this prospectus.

 
 Six Months
Ended
April 30,
2005
 Year Ended October 31,
 
 2004
 2003
 2002
 2001
 2000
Ratio of earnings to fixed charges 7.3 6.3 6.7 4.7 3.1 2.1
Ratio of earnings to combined fixed charges and preferred stock dividends 7.3 6.3 6.7 4.7 3.1 2.1


USE OF PROCEEDS

        We will not receive any ofUnless otherwise provided in the applicable prospectus supplement, the net proceeds from the sale of the securities offered by this prospectus and each prospectus supplement, the "offered securities", will be used for general corporate purposes, which may include working capital needs, the refinancing of existing indebtedness, expansion of the business and acquisitions. If any of the net proceeds from the offered securities will be used for acquisitions, we will identify the acquisition in the applicable prospectus supplement. Hovnanian will not receive any net proceeds from the sale of any shares of Class A common stockCommon Stock offered hereby by the selling shareholders.Selling Shareholders.


SELLING SHAREHOLDERS

        The selling shareholders listed below received shares as part of the consideration in connection with our acquisition of substantiallySome or all of the assetsshares of WindwardClass A Common Stock of Hovnanian being offered pursuant to this prospectus may be offered by selling shareholders. Identification of any selling shareholders will be made in the applicable prospectus supplement. The potential selling shareholders include Kevork S. Hovnanian, Chairman of the Board and Director of Hovnanian and, until July 1997, Chief Executive Officer of Hovnanian, Ara K. Hovnanian, President and Director of Hovnanian and, since July 1997, Chief Executive Officer of Hovnanian, Geaton A. DeCesaris, Jr., until January 2001, Chairman of the Board of Directors, President and Chief Executive Officer of Washington Homes, Inc. ("Windward")., a corporation that merged with and into a wholly owned subsidiary of Hovnanian in January 2001, and until July 2003, Director of Hovnanian and Chief Operating Officer and President of Homebuilding Operations of K. Hovnanian, and since July 2003, Director of Hovnanian and President of the Hovnanian Land Investment Group, Geaton A. DeCesaris, Sr., until January 2001 Director and Chairman Emeritus of the Board of Directors of Washington Homes, and Anthony Hugo DeCesaris, until January 2001, Vice President and Maryland Division President for Washington Homes and, since January 2001, Vice President and Maryland Division President of Hovnanian.

        The following table sets forth (1) as of June 1, 2005, the Class A common stockCommon Stock and Class B Common Stock of Hovnanian beneficially owned by each potential selling shareholder as a result of the issuance of our Class A common stock to the selling shareholders in connection with our acquisition of substantially all of the assets of Windward and (2) the number of shares of Class A common stockCommon Stock to be offered by each potential selling shareholder and the

8



the amount and percentage of Class A common stockCommon Stock and Class B Common Stock to be owned after completion of the offering by such potential selling shareholder.

Selling Shareholder
 Number of
Shares of
Class A
common stock
Owned
 Percent of
Class A
common stock
Owned (3)
 Number of
Shares of Class A common stock
to be Sold
 Number of
Shares of
Class A
common stock
Owned After Sale
 Percent of
Class A
common stock
Owned After Sale (3)
David Nader and Lori Nader (1)(2) 122,309 .54%122,309 0 0%
Thomas Chad Horne (2) 122,309 .54%122,309 0 0%
  
 
 
 
 
Total 244,618 1.08%244,618 0 0%
  
 
 
 
 
 
 Class A Common Stock
 Class B Common Stock
 Class A Common Stock
 Class B Common Stock
 
 
 Amount and
Nature of
Beneficial Ownership(1)(2)
 Percent of
Class(3)
 Amount and
Nature of
Beneficial
Ownership(1)(2)
 Percent of
Class(3)
 Number of
Shares to be
Offered
 Number of Shares Owned After Offering
 Percent of Class After Offering
 Number of Shares Owned After Offering of Class A Common Stock
 Percent of Class After Offering of Class A Common Stock
 
Kevork S. Hovnanian(4)(6) 7,620,424 16.19%11,687,674 79.61%9,163,892(11)0 0%10,144,206 69.09%
Ara K. Hovnanian(5) 4,787,200 9.97%2,106,688 14.35%5,065,416(12)0 0%1,828,472 12.45%
Geaton A. DeCesaris, Jr.(7)(8)(9) 841,248 1.78%— — 841,248 0 0%— — 
Geaton A. DeCesaris, Sr.(10) 60,000 0.13%— — 60,000 0 0%— — 
A. Hugo DeCesaris(7)  156,068 0.33%— — 156,068 0 0%— — 
 Total 13,464,940 27.95%13,794,362 93.96%15,286,624 0 0%11,972,678 81.54%
(1)
Beneficial ownership is determined in accordance with the rules of the Commission and generally attributes ownership to persons who have voting or investment power with respect to the relevant securities. Shares of Common Stock subject to options either currently exercisable or exercisable within 60 days are deemed outstanding for computing the percentage of the person holding such options but are not deemed outstanding for computing the percentage of any other person. Except as indicated by these footnotes, and subject to community property laws where applicable, the persons named in the table have sole voting and investment power with respect to all Class A Common Stock shown as beneficially owned by them.

(2)
The figures in the table in respect of Class A Common Stock do not include the shares of Class B Common Stock beneficially owned by the specified persons, which shares of Class B Common Stock are convertible at any time on a share for a share basis to Class A Common Stock. The figures in the table represent beneficial ownership (including ownership of options, currently exercisable or exercisable within 60 days) and sole voting power and sole investment power except as noted in notes (4) through (10) below.

(3)
Based upon the number of shares outstanding plus options for such shareholder.

(4)
Includes 190,000 shares of Class A Common Stock and 529,124 shares of Class B Common Stock as to which Kevork S. Hovnanian has shared voting power and shared investment power.

(5)
Includes 2,000,000 shares of Class A Common Stock held in a grantor retained annuity trust for Kevork S. Hovnanian (the "GRAT") for which Ara K. Hovnanian is trustee and has a potential remainder interest, and 320,434 shares of Class A Common Stock and 442,534 shares of Class B Common Stock held in family related accounts as to which Ara K. Hovnanian has shared voting power and shared investment power.

(6)
Includes 5,658,826 shares of Class B Common Stock held by the Kevork S. Hovnanian Family Limited Partnership, a Connecticut limited partnership (the "Limited Partnership"), beneficial ownership of which is disclaimed by Kevork S. Hovnanian. Kevork S. Hovnanian's wife, Sirwart Hovnanian, as trustee of the Sirwart Hovnanian 1994 Marital Trust, is the Managing General Partner of the Limited Partnership and as such has the sole power to vote and dispose of the Shares of Class B Common Stock held by the Limited Partnership. Also includes 529,124 shares of Class B Common Stock held in trust for Mr. Hovnanian's daughter over which Sirwart Hovnanian, as trustee, shares with her daughter the power to dispose of and vote. In addition, includes 190,000 shares of Class A Common Stock held in the name of Sirwart Hovnanian over which she has sole power to dispose of and vote. Mr. Hovnanian disclaims beneficial ownership of the shares described in the preceding two sentences.

(7)
Includes shares held jointly with their respective spouses, in part as follows: Geaton A. DeCesaris, Jr. and Josephine A. DeCesaris 841,248; A. Hugo DeCesaris and Julie P. DeCesaris 156,068.

(8)
Includes 200,000 shares of Class A Common Stock held by the DeCesaris Family LLC #1, beneficial ownership of which is disclaimed by Geaton A. DeCesaris, Jr. except to the extent of his pecuniary interest therein.

(9)
Includes 105,740 shares held by The Geaton and Josephine DeCesaris Family Trust, 21,458 shares held by Five Queens, Inc., a subchapter S corporation owned by Geaton A. DeCesaris, Jr.'s children and of which he is the President and 20,000 shares held by the Geaton A. DeCesaris Charitable Remainder Unitrust of which he is the trustee and beneficiary, beneficial ownership of which is disclaimed by Geaton A. DeCesaris, Jr. except to the extent of his pecuniary interest therein.

(10)
Includes 60,000 shares held by The DeCesaris Family GRAT trust.

(11)
Assumes conversion of 1,543,468 shares of Class B Common Stock. Shares of Class B Common Stock are convertible at any time on a share for share basis to Class A Common Stock.

(12)
Assumes conversion of 278,216 shares of Class B Common Stock. Shares of Class B Common Stock are convertible at any time on a share for share basis to Class A Common Stock.


DESCRIPTION OF DEBT SECURITIES

        The K. Hovnanian debt securities will be unsecured senior, senior subordinated or subordinated debt of K. Hovnanian, will be guaranteed by Hovnanian, may be guaranteed by other subsidiaries of Hovnanian and will be issued:

The K. Hovnanian Senior Debt Indenture, the K. Hovnanian Senior Subordinated Debt Indenture and the K. Hovnanian Subordinated Debt Indenture are sometimes referred to in this description individually as a "K. Hovnanian Indenture" and collectively as the "K. Hovnanian Indentures".

        The Hovnanian debt securities may be issued either separately, or together with, upon conversion of or in exchange for other securities. The Hovnanian debt securities will be unsecured senior, senior subordinated or subordinated debt of Hovnanian, may be guaranteed by subsidiaries of Hovnanian and will be issued:

        The Hovnanian Senior Debt Indenture, The Hovnanian Senior Subordinated Debt Indenture and the Hovnanian Subordinated Debt Indenture are sometimes referred to in this document individually as a "Hovnanian Indenture" and collectively as the "Hovnanian Indentures".

        The K. Hovnanian Senior Indenture and the Hovnanian Senior Indenture are sometimes referred to individually as a "Senior Debt Indenture" and collectively as the "Senior Debt Indentures". The K. Hovnanian Senior Subordinated Debt Indenture and the Hovnanian Senior Subordinated Debt Indenture are sometimes referred to individually as a "Senior Subordinated Debt Indenture" and collectively as the "Senior Subordinated Debt Indentures". The K. Hovnanian Subordinated Debt Indenture and the Hovnanian Subordinated Debt Indenture are sometimes referred to individually as a "Subordinated Debt Indenture" and collectively as the "Subordinated Debt Indentures". The K. Hovnanian Indentures and the Hovnanian Indentures are sometimes referred to individually as an "Indenture" and collectively as the "Indentures".



        None of the Indentures limits the amount of debt securities that may be issued thereunder, and the Indentures provide that the debt securities may be issued from time to time in one or more series. The Indentures permit the appointment of a different trustee for each series of debt securities. The Indentures are filed as exhibits to the registration statement, of which this prospectus is a part. The following summaries of selected provisions of the Indentures and the debt securities do not purport to be complete, and, while Hovnanian and K. Hovnanian believe the descriptions of the material provisions of the Indentures and debt securities contained in this prospectus are accurate summaries of those material provisions, these summaries are subject to the detailed provisions of the applicable Indenture to which we refer for a full description of those provisions, including the definition of some terms. Section references in parentheses below are to sections in each Indenture unless otherwise indicated. Wherever particular sections or defined terms of the applicable Indenture are referred to, those sections or defined terms are incorporated herein by reference as part of the statement made, and the statement is qualified in its entirety by the reference. The Indentures are substantially identical, except for provisions relating to Hovnanian's guarantee and to subordination. For purposes of the summaries set forth below, "issuer" shall refer to K. Hovnanian in the case of the K. Hovnanian Debt Securities and the K. Hovnanian Indentures and to Hovnanian in the case of the Hovnanian Debt Securities and the Hovnanian Indentures. "Obligors" refers to Hovnanian and any subsidiaries of Hovnanian, as guarantors, the "guarantors", in the case of the Hovnanian Debt Securities and the Hovnanian Indentures, and K. Hovnanian and Hovnanian and any subsidiaries of Hovnanian, as guarantors, the "guarantors", in the case of the K. Hovnanian Debt Securities and the K. Hovnanian Indentures.

Provisions Applicable to Senior, Senior Subordinated and Subordinated Debt Securities

        General.    Hovnanian debt securities will be unsecured senior, senior subordinated or subordinated obligations of Hovnanian and K. Hovnanian debt securities will be unsecured senior, senior subordinated or subordinated obligations of K. Hovnanian, except that, under specified circumstances, K. Hovnanian may be released from these obligations. See "Condition for Release of K. Hovnanian". Except as described in the applicable prospectus supplement, none of the Indentures limits the payment of dividends by or the acquisition of stock of Hovnanian or K. Hovnanian. Except to the extent described in any prospectus supplement, the Indentures do not, and the debt securities will not, contain any covenants or other provisions that are intended to afford holders of the debt securities special protection in the event of either a change of control of Hovnanian or a highly leveraged transaction by Hovnanian.

        We refer to the prospectus supplement for the following terms of and information relating to the debt securities being offered, the "Offered Debt Securities", to the extent these terms are applicable to Offered Debt Securities:


        Unless otherwise specified in any prospectus supplement, the debt securities will be issuable in registered form and in denominations of $1,000 and any integral multiple thereof, see Section 2.7. No service charge will be made for any transfer or exchange of any debt securities but the issuer may require payment of a sum sufficient to cover any tax or other governmental charge, payable in connection therewith, see Section 2.8.

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

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


        Description of Guarantees.    Hovnanian will fully and unconditionally guarantee, pursuant to the K. Hovnanian Indentures, the due and prompt payment of the principal of and premium, if any, and interest on the K. Hovnanian Debt Securities when and as the same shall become due and payable, whether at the stated maturity, by declaration of acceleration, call for redemption or otherwise. Debt securities of Hovnanian may be guaranteed by, and debt securities of K. Hovnanian may be further guaranteed by, the subsidiaries of Hovnanian, the "subsidiary guarantees", that also guaranty Hovnanian's revolving credit agreement at the time of issuance of the debt securities, the "subsidiary guarantors". Under the terms of Hovnanian's amended and restated revolving credit agreement, dated June 18, 2004, the subsidiary guarantors consist of all of Hovnanian's significant subsidiaries other than Hovnanian's mortgage lending and title subsidiaries and joint ventures. If debt securities are guaranteed by subsidiary guarantors, that guarantee will be set forth in a supplemental indenture.

        Payments with respect to the guarantee by Hovnanian of the K. Hovnanian Senior Subordinated Debt Securities and K. Hovnanian Subordinated Debt Securities will be subordinated in right of payment to the prior payment in full of all Senior Indebtedness of Hovnanian to the same extent and manner that payments with respect to the K. Hovnanian Senior Subordinated Debt Securities and K. Hovnanian Subordinated Debt Securities are subordinated in right of payment to the prior payment in full of all Senior Indebtedness of K. Hovnanian as described under "Provisions Applicable Solely to Senior Subordinated Debt Securities and Subordinated Debt Securities" below. Likewise, payments with respect to subsidiary guarantees of Senior Subordinated Debt Securities and Subordinated Debt Securities will be subordinated in right of payment to the prior payment in full of all Senior Indebtedness of each such subsidiary guarantor to the same extent and manner that payments with respect to the Senior Subordinated Debt Securities and Subordinated Debt Securities are subordinated in right of payment to the prior payment in full of all Senior Indebtedness of the issuer of such debt securities as described under "Provisions Applicable Solely to Senior Subordinated Debt Securities and Subordinated Debt Securities" below.

        Global Securities.    The debt securities of a series may be issued in whole or in part in the form of one or more global securities, the "global securities", that will be deposited with or on behalf of a depositary, "the depositary", identified in the prospectus supplement relating to such series. Global securities may be issued only in fully registered form and in either temporary or permanent form. Unless and until it is exchanged in whole or in part for the individual debt securities represented thereby, a global security:

        The specific terms of the depositary arrangement with respect to a series of debt securities will be described in the prospectus supplement relating to such series. Hovnanian and K. Hovnanian anticipate that the following provisions generally will apply to all depositary arrangements.

        Upon the issuance of a global security, the depositary for that global security or its nominee will credit, on its book-entry registration and transfer system, the respective principal amounts of the individual debt securities represented by that global security to the accounts of persons that have accounts with such depositary. Those accounts will be designated by the dealers, underwriters or agents with respect to those debt securities or by the issuer if the debt securities are offered and sold directly by the issuer. Ownership of beneficial interests in a global security will be limited to persons that have



accounts with the applicable depositary, participants, or persons that may hold interests through participants. Ownership of beneficial interests in a global security will be shown on, and the transfer of that ownership will be effected only through, records maintained by the applicable depositary or its nominee, with respect to interests of participants, and the records of participants, with respect to interests of persons other than participants. The laws of some states require that certain purchasers of securities take physical delivery of these securities in definitive form. These limits and laws may impair the ability to transfer beneficial interests in a global security.

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

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

        If the depositary for a series of debt securities is at any time unwilling, unable or ineligible to continue as depositary and a successor depositary is not appointed by the issuer within 90 days, the issuer will issue individual debt securities of the applicable series in exchange for the global security representing the applicable series of debt securities. In addition, an issuer may at any time and in its sole discretion, subject to any limitations described in the prospectus supplement relating to such debt securities, determine not to have any debt securities of a series represented by a global security and, in such event, will issue individual debt securities of the applicable series in exchange for the global security representing the applicable series of debt securities. Further, if an issuer so specifies with respect to the debt securities of a series, an owner of a beneficial interest in a global security representing debt securities of that series may, on terms acceptable to the issuer, the trustee and the depositary for the global security, receive individual debt securities of the applicable series in exchange for beneficial interests, subject to any limitations described in the prospectus supplement relating to the debt securities. In this instance, an owner of a beneficial interest in a global security will be entitled to physical delivery of individual debt securities of the series represented by the applicable global security equal in principal amount to the beneficial interest and to have the debt securities registered in its name. Individual debt securities of the series so issued will be issued in registered form and in



denominations, unless otherwise specified in the applicable prospectus supplement relating to that series of debt securities, of $1,000 and integral multiples thereof.

        Events of Default.    Unless otherwise specified in the applicable prospectus supplement, an Event of Default is defined under each Indenture with respect to the debt securities of any series issued under the applicable Indenture as being:

        If any Event of Default shall occur and be continuing, the trustee or the holders of not less than 25% in aggregate principal amount of the debt securities of that series then outstanding, by notice in writing to Hovnanian or K. Hovnanian, as applicable, and to the trustee, if given by the holders, may declare the principal, or, in the case of any series of debt securities originally issued at a discount from their stated principal amount, the portion of the principal amount as may be specified in the terms of that series, of all of the debt securities of that series and the interest, if any, accrued thereon to be due and payable immediately. The declaration described in the preceding sentence may be rescinded by notice in writing to Hovnanian or K. Hovnanian, as applicable, and the trustee by holders of a majority in aggregate principal amount of the debt securities of the series then outstanding. This rescission will rescind and annul any declaration made pursuant to the first sentence of this paragraph and its consequences if all defaults under such Indenture are cured or waived, see Section 5.1.

        Each Indenture provides that no holder of any series of debt securities then outstanding may institute any suit, action or proceeding with respect to, or otherwise attempt to enforce, that Indenture, unless

Subject to the subordination provisions applicable to the Senior Subordinated Debt Securities and the Subordinated Debt Securities, the right, described in the above bullet points, of any holder of any debt security to receive payment of the principal of, premium, if any, or interest, if any, on that debt security, on or after the respective due dates, or to institute suit for the enforcement of any payment shall not be impaired or affected without the consent of the holder, see Section 5.4.

        The holders of a majority in aggregate principal amount of the debt securities of the series then outstanding may direct the time, method and place of conducting any proceeding for any remedy



available to the trustee or exercising any trust or power conferred on the trustee with respect to the debt securities of that series, provided that the trustee may decline to follow that direction if the trustee determines that the action or proceeding is unlawful or would involve the trustee in personal liability, see Section 5.7.

        Hovnanian and/or K. Hovnanian, as applicable, are required to furnish annually to the trustee a certificate as to compliance by Hovnanian and/or K. Hovnanian, as applicable, with all conditions and covenants under each Indenture, see Section 4.3.

        Discharge and Defeasance.    Unless otherwise specified in the applicable prospectus supplement, Hovnanian and/or K. Hovnanian, as applicable, can discharge or defease their respective obligations with respect to any series of debt securities as described below, see Article Ten.

        Hovnanian or K. Hovnanian, as applicable, may discharge all of its obligations, except those described below, to holders of any series of debt securities issued under any Indenture that have not already been delivered to the trustee for cancellation and that have either become due and payable, or are by their terms due and payable within one year or scheduled for redemption within one year, by irrevocably depositing with the trustee cash or U.S. Government Obligations, as defined in the Indenture, or a combination thereof, as trust funds in an amount certified to be sufficient to pay when due the principal of, premium, if any, and interest, if any, on all outstanding debt securities of that series and to make any mandatory sinking fund payments, if any, thereon when due.

        Unless otherwise provided in the applicable prospectus supplement, Hovnanian or K. Hovnanian, as applicable, may also elect at any time to defease and be discharged from all of its obligations, except those described below, to holders of any series of debt securities issued under each Indenture, "defeasance", or be released from all of their obligations with respect to specified covenants applicable to any series of debt securities issued under each Indenture, "covenant defeasance", if, among other things:

In the case of defeasance, the opinion must be based on a ruling of the Internal Revenue Service or a change in United States federal income tax law occurring after the date of the Indenture relating to the debt securities of such series, because this result would not occur under current tax law, see Section 10.1.

        Notwithstanding the foregoing, no discharge, defeasance or covenant defeasance described above will affect the following obligations to, or rights of, the holders of any series of debt securities:


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

        Modification of the Indenture.    Each Indenture provides that the obligors and the trustee may enter into supplemental indentures without the consent of the holders of the debt securities to:


        Each Indenture also contains provisions permitting the obligors and the trustee, with the consent of the holders of not less than a majority in aggregate principal amount of debt securities of each series then outstanding and affected, to add any provisions to, or change in any manner or eliminate any of the provisions of, the applicable Indenture or any supplemental indenture or modify in any manner the rights of the holders of the debt securities of that series; provided that the obligors and the trustee may not, without the consent of the holder of each outstanding debt security affected thereby:

        Consolidation, Merger, Sale or Conveyance.    Except as otherwise provided in the applicable prospectus supplement, the K. Hovnanian Indentures provide that K. Hovnanian or Hovnanian may, and the Hovnanian Indentures provide that Hovnanian may, without the consent of the holders of debt securities, consolidate with, merge into or transfer, exchange or dispose of all of its properties to, any other corporation or partnership organized under the laws of the United States, provided that:

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



        Certain Definitions.    Except as otherwise provided in a prospectus supplement, the definitions listed below are applicable to the discussions of the Indentures, see Article One.

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

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

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

        "Subsidiary" of any specified Person means any corporation of which that Person, or that Person and one or more Subsidiaries of that Person, or any one or more Subsidiaries of that Person, directly or indirectly own voting securities entitling any one or more of that Person and its Subsidiaries to elect a majority of the directors, either at all times, or, so long as there is no default or contingency which


permits the holders of any other class or classes of securities to vote for the election of one or more directors.

        "Unrestricted Subsidiary" means:

Provisions Applicable Solely to Senior Debt Securities

        General.    Senior Debt Securities will be issued under a Senior Debt Indenture and will rank pari passu with all other unsecured and unsubordinated debt of the issuer of such Senior Debt Securities. At April 30, 2005, Hovnanian had an aggregate of $505.1 of Indebtedness outstanding, which would be subordinated to Senior Debt Securities.

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

        Under the terms of the Senior Debt Indentures, the limitation described above does not apply to:



For the purpose of this "Limitations on Liens" provision, "security interest" will include the interest of the lessor under a lease with a term of three years or more that should be, in accordance with generally accepted accounting principles, recorded as a capital lease and any lease of property or assets not acquired from Hovnanian or any Restricted Subsidiary in contemplation of that lease will be treated as though the lessee had purchased the property or assets from the lessor, see Section 3.6 of the Senior Debt Indentures.

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

        Subordination.    The Subordinated Debt Securities will be subordinate and junior in right of payment, to the extent described in the Subordinated Debt Indentures, to all Senior Indebtedness. The Senior Subordinated Debt Securities will be subordinate and junior in right of payment, to the extent described in the Senior Subordinated Debt Indentures, to all Senior Indebtedness of the obligors. The Senior Subordinated Debt Securities will rank senior to all existing and future Indebtedness of the obligors that is neither Senior Indebtedness of the obligors nor Senior Subordinated Indebtedness and only Indebtedness of the obligors that is Senior Indebtedness of the obligors will rank senior to the


Senior Subordinated Debt Securities in accordance with the subordination provisions of the Senior Subordinated Debt Indentures.

        "Senior Indebtedness" of the obligors is defined in the Subordinated Debt Indentures and the Senior Subordinated Debt Indentures as Indebtedness of the obligors outstanding at any time, other than the Indebtedness evidenced by the debt securities of any series, except:


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

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

        "Subordinated Indebtedness" of the obligors means the Senior Subordinated Debt Securities, the subsidiary guarantees, any other Senior Subordinated Indebtedness of the obligors and any other Indebtedness that is subordinate or junior in right of payment to Senior Indebtedness of the obligors.

        If:


        If any default, other than a default described in the bullet points directly above, occurs under the Senior Indebtedness of Hovnanian or K. Hovnanian, as applicable, pursuant to which the maturity thereof may be accelerated immediately or the expiration of any applicable grace periods occurs, a "Senior Nonmonetary Default", then, upon the receipt by Hovnanian or K. Hovnanian, as applicable, and the trustee of written notice thereof, a "payment notice", from or on behalf of holders of 25% or more of the aggregate principal amount of Senior Indebtedness specifying an election to prohibit the payment and other action by Hovnanian or K. Hovnanian, as applicable, in accordance with the following provisions of this paragraph Hovnanian or K. Hovnanian, as applicable, may not make any payment or take any other action that would be prohibited by the bullet points directly above during the period, the "payment blockage period" commencing on the date of receipt of the payment notice and ending on the earlier of

        Notwithstanding the provisions described in the immediately preceding bullet points, Hovnanian or K. Hovnanian, as applicable, may resume payments on the Senior Subordinated Debt Securities and the Subordinated Debt Securities after the payment blockage period.

        If


then all Senior Indebtedness of Hovnanian or K. Hovnanian, as applicable, including any interest thereon accruing after the commencement of any proceedings, will first be paid in full before any payment or distribution, whether in cash, securities or other property, is made by the obligor to any holder of Senior Subordinated Debt Securities or Subordinated Debt Securities on account of the principal of, premium, if any, or interest, if any, on the Senior Subordinated Debt Securities or Subordinated Debt Securities, as the case may be.

        Any payment or distribution, whether in cash, securities or other property, other than securities of Hovnanian or K. Hovnanian, as applicable, or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in the subordination provisions with respect to the indebtedness evidenced by the Senior Subordinated Debt Securities or the Subordinated Debt Securities, to the payment of all Senior Indebtedness of the obligor then outstanding and to any securities issued in respect thereof under a plan of reorganization or readjustment, that would otherwise, but for the subordination provisions, be payable or deliverable in respect of the Senior Subordinated Debt Securities or the Subordinated Debt Securities of any series will be paid or delivered directly to the holders of Senior Indebtedness of the obligor in accordance with the priorities then existing among such holders until all Senior Indebtedness of Hovnanian or K. Hovnanian, as applicable, including any interest thereon accruing after the commencement of proceedings, has been paid in full. In the event of any proceeding, after payment in full of all sums owing with respect to Senior Indebtedness of the obligor, the holders of Senior Subordinated Debt Securities, together with the holders of any obligations of the obligor ranking on a parity with the Senior Subordinated Debt Securities, will be entitled to be repaid from the remaining assets of Hovnanian or K. Hovnanian, as applicable, the amounts at that time due and owing on account of unpaid principal of, premium, if any, or interest, if any, on the Senior Subordinated Debt Securities and such other obligations before any payment or other distribution, whether in cash, property or otherwise, shall be made on account of any capital stock or obligations of the obligor ranking junior to the Senior Subordinated Debt Securities, including the Subordinated Debt Securities, and such other obligations, see Section 13.1 of the Senior Subordinated Debt Indentures and Section 13.1 of the Subordinated Debt Indentures.

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



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

Concerning the Trustee

        Information concerning the trustee for a series of debt securities will be set forth in the prospectus supplement relating to that series of debt securities. Hovnanian, K. Hovnanian and certain of Hovnanian's other subsidiaries may maintain bank accounts, borrow money and have other commercial banking, investment banking and other business relationships with the trustee under an Indenture and its affiliates in the ordinary course of business. The trustee under an Indenture or its affiliates may participate as underwriters, agents or dealers in any offering of K. Hovnanian debt securities and/or Hovnanian debt securities.


DESCRIPTION OF CAPITAL STOCK

        The authorized capital stock of Hovnanian is 230,100,000 shares consisting of 200,000,000 shares of Class A Common Stock, par value $.01 per share, the "Class A Common Stock", 30,000,000 shares of Class B Common Stock, par value $.01 per share, the "Class B Common Stock", and 100,000 shares of Preferred Stock, par value $.01 per share, the "Preferred Stock", in the series and with the voting powers, designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, as may be fixed from time to time by the board of directors for each series. The following summary description of certain provisions of Hovnanian's Amended Certificate of Incorporation, the "Certificate of Incorporation", and Restated By-laws does not purport to be complete and is qualified in its entirety by reference to those provisions.

Common Stock

        As of June 1, 2005, 47,076,426 shares of Class A Common Stock and 14,681,657 shares of Class B Common Stock were issued and outstanding. The Class A Common Stock is traded on the New York Stock Exchange. There is no established public trading market for the Class B Common Stock. In order to trade Class B Common Stock, the shares must be converted into Class A Common Stock on a one-for-one basis. Any offering of common stock made hereby will consist only of Class A Common Stock. The outstanding Class A Common Stock is, and any Class A Common Stock offered pursuant to this prospectus and any prospectus supplement when issued and paid for will be, fully paid and non-assessable.

        Dividends.    Dividends on the Class A Common Stock will be paid if, when and as determined by the board of directors of Hovnanian out of funds legally available for this purpose. Some debt instruments to which Hovnanian is a party contain restrictions on the payment of cash dividends. Under the terms of Hovnanian's amended and restated revolving credit facility, dated June 18, 2004, and other outstanding indebtedness, approximately $426.5 million of retained earnings would have been free of restrictions on the payment of cash dividends at April 30, 2005. The amount of any regular cash dividend payable on a share of Class A Common Stock will be an amount equal to 110% of the corresponding regular cash dividend payable on a share of Class B Common Stock. Hovnanian has never paid cash dividends nor does it currently intend to pay cash dividends.

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



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

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

Preferred Stock

        The Certificate of Incorporation authorizes the Board of Directors to issue from time to time up to 100,000 shares of Preferred Stock, in one or more series, and with the voting powers, designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, as may be fixed from time to time by the board of directors for each series. There are currently no shares of Preferred Stock issued and outstanding. The Preferred Stock may be used by Hovnanian's board of directors without further action by Hovnanian's stockholders as an anti-takeover device.

        The applicable prospectus supplement will describe the terms of any preferred stock that may be offered, including the number of shares, dividend rate and dividend period, liquidation value, voting rights, dividend and liquidation preferences, redemption terms, whether depositary shares representing fractional interests will be offered, and any other rights, privileges and limitations thereof.


DESCRIPTION OF DEPOSITARY SHARES

        The following briefly summarizes the material provisions of the deposit agreement, the depositary shares and the depositary receipts. You should read the particular terms of any depositary shares and any depositary receipts that are offered by Hovnanian and any deposit agreement relating to a particular series of preferred stock which will be described in more detail in a prospectus supplement or supplements.

        The form of deposit agreement, including the form of depositary receipt, is filed as an exhibit to the registration statement of which this prospectus forms a part.

General

        Hovnanian may, at its option, elect to offer fractional shares of preferred stock, rather than full shares of preferred stock. In such event, Hovnanian will issue receipts for depositary shares, each of which will represent a fraction of a share of a particular series of preferred stock.

        The shares of any series of preferred stock represented by depositary shares will be deposited under a deposit agreement between Hovnanian and a bank or trust company selected by Hovnanian having its principal office in the United States and having a combined capital and surplus of at least $50,000,000, as preferred stock depositary. Each owner of a depositary share will be entitled to all the rights and preferences of the underlying preferred stock, including dividend, voting, redemption, conversion and liquidation rights, in proportion to the applicable fraction of a share of preferred stock represented by such depositary share.

        The depositary shares will be evidenced by depositary receipts issued pursuant to the deposit agreement. Depositary receipts will be distributed to the registered holder purchasing the fractional shares of preferred stock in accordance with the terms of the applicable prospectus supplement.



        Shares of preferred stock represented by depositary shares may be withdrawn from the depositary arrangement upon surrender of depositary receipts at the principal office of the preferred stock depositary and upon payment of the taxes, charges and fees provided for in the deposit agreement. Subject to the terms of the deposit agreement, the holder of depositary receipts will receive the appropriate number of shares of preferred stock and any money or property represented by such depositary shares. Only whole shares of preferred stock may be withdrawn; if a holder holds an amount of depositary shares in excess of whole shares of preferred stock, the preferred stock depositary will deliver along with the withdrawn shares of preferred stock a new depositary receipt evidencing the excess number of depositary shares. Except as described in the deposit agreement, holders of withdrawn shares of preferred stock will not be entitled to redeposit such shares or to receive depositary shares.

Dividends and Other Distributions

        The preferred stock depositary will distribute all cash dividends or other cash distributions received in respect of the deposited preferred stock to the record holders of depositary shares relating to such preferred stock in proportion to the number of such depositary shares owned by such holders.

        The preferred stock depositary will distribute any property received by it other than cash to the record holders of depositary shares entitled thereto. If the preferred stock depositary determines that it is not feasible to make such distribution, it may, with Hovnanian's approval, sell such property and distribute the net proceeds from such sale to such holders.

        If Hovnanian offers to the holders of a series of preferred stock represented by the depositary shares any rights, preferences or privileges to subscribe for or to purchase any securities or of any other nature, the preferred stock depositary will make such rights, preferences or privileges available to the record holders of depositary shares either by the issue of warrants representing such rights, preferences or privileges or by such other method as approved by the preferred stock depositary and Hovnanian. If the preferred stock depositary determines that this is not lawful or feasible or if it is instructed by a holder that such holder does not want to exercise such rights, preferences or privileges, it may, with Hovnanian's approval, sell such rights, preferences or privileges and distribute the net proceeds from such sale to the holders of depositary shares entitled thereto.

Redemption of Preferred Stock

        If a series of preferred stock represented by depositary shares is to be redeemed, the depositary shares will be redeemed from the proceeds received by the preferred stock depositary resulting from the redemption, in whole or in part, of such series of preferred stock. The depositary shares will be redeemed by the preferred stock depositary at a price per depositary share equal to the applicable fraction of the redemption price per share payable in respect of the shares of preferred stock so redeemed.

        Whenever Hovnanian redeems shares of preferred stock held by David Nader and Lori Naderthe preferred stock depositary, the preferred stock depositary will redeem as of the same date the number of depositary shares representing shares of preferred stock so redeemed. If fewer than all the depositary shares are to be redeemed, the depositary shares to be redeemed will be selected by the preferred stock depositary by lot or ratably or by such other equitable method as the preferred stock depositary may decide.

Voting Deposited Preferred Stock

        Upon receipt of notice of any meeting at which the holders of any series of deposited preferred stock are entitled to vote, the preferred stock depositary will mail the information contained in such notice of meeting to the record holders of the depositary shares relating to such series of preferred stock. Each record holder of such depositary shares on the record date will be entitled to instruct the



preferred stock depositary to vote the amount of the preferred stock represented by such holder's depositary shares. The preferred stock depositary will endeavor, as practicable, to vote the amount of such series of preferred stock represented by such depositary shares in accordance with such instructions.

        Hovnanian will agree to take all actions that the preferred stock depositary may deem necessary to enable the preferred stock depositary to vote as instructed. The preferred stock depositary will abstain from voting shares of any series of preferred stock held by them as Tenantsit for which it does not receive specific instructions from the holders of depositary shares representing such shares.

Changes Affecting Preferred Stock

        Upon any change in par or stated value, split-up, combination or any other reclassification of the series of preferred stock represented by the Entireties.depositary shares, or upon any recapitalization, reorganization, merger, amalgamation or consolidation affecting Hovnanian or to which it is a party, the preferred stock depositary may in its discretion, with the approval and instructions of Hovnanian, and in such manner as the preferred stock depositary may deem equitable, treat any securities which shall be received by the preferred stock depositary in exchange for or upon conversion of or in respect of such preferred stock as new deposited securities received in exchange for or upon conversion or in respect of such preferred stock and make such adjustments in:

in each case as may be necessary to fully reflect the effects of such change.

        With the approval of Hovnanian, the preferred stock depositary may execute and deliver additional depositary receipts, or may call for the surrender of all outstanding depositary receipts to be exchanged for new depositary receipts specifically describing such new deposited securities.

Amendment and Termination of the Deposit Agreement

        The form of depositary receipt evidencing the depositary shares and any provision of the deposit agreement may at any time be amended by agreement between Hovnanian and the preferred stock depositary. However, any amendment that materially and adversely alters any existing right of the holders of depositary shares will not be effective unless such amendment has been approved by the holders of at least a majority of the depositary shares then outstanding. Every holder of an outstanding depositary receipt at the time any such amendment becomes effective shall be deemed, by continuing to hold such depositary receipt, to consent and agree to such amendment and to be bound by the deposit agreement, which has been amended thereby. The deposit agreement may be terminated only if


Charges of Preferred Stock Depositary; Taxes and Other Governmental Charges

        Hovnanian will pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. Hovnanian also will pay charges of the depositary in connection with the deposit of preferred stock and any redemption of preferred stock. The amount paid as dividends or otherwise distributable by the preferred stock depositary with respect to the depositary shares or the underlying preferred stock will be reduced by any amounts required to be



withheld by Hovnanian or the preferred stock depositary on account of taxes or other governmental charges. Holders of depositary receipts will pay other transfer and other taxes and governmental charges and such other charges, including a fee for the withdrawal of shares of preferred stock upon surrender of depositary receipts, as are expressly provided in the deposit agreement to be for their accounts. The preferred stock depositary may refuse to make any payment or distribution, or any transfer, exchange or withdrawal of any depositary shares or shares of preferred stock, until such taxes or other governmental charges are paid.

Transfer, Surrender and Exchange

        Depositary receipts may be transferred, surrendered or exchanged in accordance with the deposit agreement. The preferred stock depositary, its agents or Hovnanian may require a holder, among other things, to furnish appropriate endorsements and transfer documents. The preferred stock depositary is not required to accept deposits of preferred stock or to register transfers, surrenders or exchanges of depositary shares during any period when the register of stockholders of Hovnanian is closed or in order to comply with any requirement of law, government or governmental body, commission or the deposit agreement.

Resignation and Removal of Depositary

        The preferred stock depositary may resign at any time by delivering to Hovnanian notice of its intent to do so, and Hovnanian may at any time remove the preferred stock depositary, any such resignation or removal to take effect upon the appointment of a successor preferred stock depositary and its acceptance of such appointment. Such successor preferred stock depositary must be appointed within 60 days after delivery of the notice of resignation or removal and must be a bank or trust company having its principal office in the United States and having a combined capital and surplus of at least $50,000,000.

Miscellaneous

        The preferred stock depositary will forward all reports and communications from Hovnanian which are delivered to the preferred stock depositary and which Hovnanian is required to furnish to the holders of the deposited preferred stock.

        Neither the preferred stock depositary nor Hovnanian will be liable if it or Hovnanian are prevented or delayed by law or any circumstances beyond its or Hovnanian's control in performing its or Hovnanian's obligations under the deposit agreement. Hovnanian's obligations and the obligations of the preferred stock depositary under the deposit agreement will be limited to performance in good faith of Hovnanian's and their duties thereunder, and neither Hovnanian nor they will be obligated to prosecute or defend any legal proceeding in respect of any depositary shares, depositary receipts or shares of preferred stock unless satisfactory indemnity is furnished. Hovnanian and the preferred stock depositary may rely upon written advice of counsel or accountants, or upon information provided by holders of depositary receipts or other persons believed to be competent and on documents believed to be genuine.

Concerning the Preferred Stock Depositary

        Information concerning the preferred stock depositary for a series of preferred stock represented by depositary shares will be set forth in the prospectus supplement relating to that series of preferred stock. Hovnanian and certain of its subsidiaries may maintain bank accounts, borrow money and have other commercial banking, investment banking and other business relationships with the preferred stock depositary and its affiliates in the ordinary course of business. The preferred stock depositary or its affiliates may participate as underwriters, agents or dealers in any offering of depositary shares.



DESCRIPTION OF STOCK PURCHASE CONTRACTS
AND STOCK PURCHASE UNITS

        Hovnanian may issue Stock Purchase Contracts representing contracts obligating holders to purchase from Hovnanian and Hovnanian to sell to the holders a specified number of shares of Class A common stock owned as reported to the Company by the selling shareholders as of November 14, 2003.

(3)
Based upon 22,596,588Common Stock, Preferred Stock or depositary shares at a future date or dates. The price per share of Class A common stock outstandingCommon Stock, Preferred Stock or depositary shares may be fixed at the time the Stock Purchase Contracts are issued or may be determined by reference to a specific formula set forth in the Stock Purchase Contracts.

        The Stock Purchase Contracts may be issued separately or as a part of September 5, 2003,units, often known as reportedStock Purchase Units, consisting of a Stock Purchase Contract and either

securing the holder's obligations to purchase the Class A Common Stock, Preferred Stock or depositary shares under the Stock Purchase Contracts. The Stock Purchase Contracts may require us to make periodic payments to the holders of the Stock Purchase Units or vice versa, and such payments may be unsecured or prefunded on some basis. The Stock Purchase Contracts may require holders to secure their obligations in a specified manner and in certain circumstances we may deliver newly issued prepaid Stock Purchase Contracts, often known as prepaid securities, upon release to a holder of any collateral securing each holder's obligations under the Company's Form 10-Qoriginal Stock Purchase Contract.

        The applicable prospectus supplement will describe the terms of any Stock Purchase Contracts or Stock Purchase Units and, if applicable, prepaid securities. The description in the prospectus supplement will not contain all of the information that you may find useful. For more information, you should review the Stock Purchase Contracts, the collateral arrangements and depositary arrangements, if applicable, relating to such Stock Purchase Contracts or Stock Purchase Units and, if applicable, the prepaid securities and the document pursuant to which the prepaid securities will be issued, which will be filed with the Commission promptly after the offering of such Stock Purchase Contracts or Stock Purchase Units and, if applicable, prepaid securities.


DESCRIPTION OF WARRANTS

        Hovnanian may issue warrants, including warrants to purchase Class A Common Stock, Preferred Stock or Depositary Shares and warrants to purchase Hovnanian debt securities. K. Hovnanian may issue warrants to purchase K. Hovnanian Debt Securities. All obligations of K. Hovnanian under the K. Hovnanian warrants will be fully and unconditionally guaranteed by Hovnanian. Warrants may be issued independently of or together with any other securities and may be attached to or separate from such securities. Obligations of Hovnanian and K. Hovnanian under the warrants may be guaranteed by the subsidiary guarantors. Each series of warrants will be issued under a separate warrant agreement, each a "warrant agreement" to be entered into among Hovnanian and/or K. Hovnanian and any subsidiary guarantors and a warrant agent, the "warrant agent". The warrant agent will act solely as an agent of Hovnanian and/or K. Hovnanian in connection with the warrants of that series and will not assume any obligation or relationship of agency or trust for or with holders or beneficial owners of warrants. The following describes some general terms and provisions of the quarter ended July 31, 2003.warrants offered hereby. Further terms of the warrants and the applicable warrant agreement will be described in the applicable prospectus supplement.



        The applicable prospectus supplement will describe the following terms, where applicable, of the warrants in respect of which this prospectus is being delivered:


PLAN OF DISTRIBUTION

        We have been advised that the distribution of the Class A common stock byHovnanian, K. Hovnanian and the selling shareholders may sell the securities to or through underwriters or dealers, and also may sell the offered securities directly to one or more other purchasers or through agents. The applicable prospectus supplement will list the names of any underwriters or agents involved in the sale of the offered securities and any applicable commissions or discounts.

        Underwriters, dealers or agents may offer and sell the offered securities at a fixed price or prices, which may be effectedchanged, or from time to time in one or more transactions (which may involve crosses or block transactions) (1) on the New York Stock Exchange in transactions that may include special offerings and exchange distributions pursuant to and in accordance with the rules of such exchange, (2) in the over-the-counter market, (3) in transactions otherwise than on such exchange or in the over-the-counter market or (4) through the writing of options, or in a combination of any such transactions. Such transactions may be effected by the selling shareholders at market prices prevailing at the time of sale, at varying prices determined atrelated to the time of sale, at negotiatedprevailing market prices or at fixednegotiated prices. TheIn connection with the sale of the securities, underwriters or agents may be deemed to have received compensation from Hovnanian, K. Hovnanian or the selling shareholders in the form of underwriting discounts or commissions and may effect such transactions by sellingalso receive commissions from purchasers of the Class A common stocksecurities for whom they may act as agent. Underwriters or agents may sell the securities to or through broker-dealersdealers, and such broker-dealers willdealers may receive compensation in the form of discounts, concessions or commissions and may receive commissions from the purchasers ofunderwriters or commissions from the Class A common stockpurchasers for whom they may act as agent (which commissionsagent.

        The Preferred Stock, depositary shares, debt securities, stock purchase contracts, stock purchase units and warrants, when first issued, will have no established trading market. Any underwriters or agents to or through whom offered securities are sold by Hovnanian or K. Hovnanian for public offering and sale may make a market in such offered securities, but the underwriters or agents will not expectedbe obligated to exceed those customarydo so and may discontinue any market making at any time without notice. No assurance can be given as to the liquidity of the trading market for any offered securities.

        Any underwriters, dealers or agents participating in the type of transactions involved). Under the termsdistribution of the Asset Purchase Agreement entered into among K. Hovnanian Windward Homes, L.L.C., Windward Homes, Inc., David Nader, Lori A. Naderoffered securities may be deemed to be underwriters, and Thomas C. Horne, Hovnanian has agreed to pay for (1)any discounts and commissions received by broker-dealers through which a selling shareholder sells Class A common stock (which discounts and commissions are not expected to exceed those customary in the type of transactions involved) and (2) out-of-pocket costs, broker-dealers' discounts and commissions, filing fees, auditing fees and other related transaction costs, fees and expenses incurred by a selling shareholder in connection with any unusual transaction for the sale of the Class A common stock if such sale transaction is proposed by Hovnanian.

        Offers to purchase shares of Class A common stock may also be solicited by agents designated by a selling stockholder from time to time.

        In connection with the distribution of the Class A common stock or otherwise, a selling stockholder may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Class A common stock and deliver Class A common stock to close out such short positions, or loan or pledge Class A common stock to broker-dealers that in turn may sell such securities.

9


        Any broker-dealers that participate with the selling shareholders in the distribution of the Class A common stock may be deemed to be "underwriters" within the meaning of the Securities Act, and any commissions or discounts received by such broker-dealersthem and any profit



realized by them on the resale of the Class A common stock by such broker-dealers mightoffered securities may be deemed to be underwriting discounts and commissions under the Securities Act.

        In connection with sales of Class A common stock Underwriters, dealers or otherwise, the undersignedagents may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of Class A common stock and deliver Class A common stock to close out such short positions, or loan or pledge Class A common stock to broker-dealers that in turn may sell such Class A common stock.

        Upon being notified by a selling shareholder that any material arrangement has beenbe entitled, under agreements entered into with a broker- dealer forHovnanian, K. Hovnanian or the sale of the Class A common stock through a secondary distribution,selling shareholders, to indemnification against or a purchase by a broker-dealer, a supplemental prospectus will be filed, if required, pursuant to Rule 424(b)contribution toward certain civil liabilities, including liabilities under the Securities Act, disclosing:Act.

contracts.


LEGAL MATTERS

        Certain legal matters with respect to the validity of the Class A common stockoffered securities will be passed upon for usHovnanian and K. Hovnanian by Simpson Thacher & Bartlett LLP, New York, New York. Simpson Thacher & Bartlett LLP will rely, as to matters of California and New Jersey law, on the opinion of Peter S. Reinhart, Esq., Senior Vice PresidentVice-President and General Counsel offor Hovnanian and K. Hovnanian. Certain legal matters in connection with the offered securities may also be passed upon for any agents or underwriters by counsel specified in the prospectus supplement.


EXPERTS

        The consolidated financial statements of Hovnanian Enterprises, Inc. appearing in Hovnanian'sHovnanian Enterprises, Inc.'s Annual Report (Form 10-K) for the year ended October 31, 2002,2004, have been audited by Ernst & Young LLP, independent auditors,registered public accounting firm, as set forth in their report thereon, included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

10



PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.Other Expenses of Issuance and Distribution.

        The estimated expenses payable by Hovnanianus in connection with the offering described in this registration statementof the securities being registered hereby are as follows:
 Total(a)
 Total(a)
Registration FeeRegistration Fee $1,690.00Registration Fee $39,783
Legal fees and expensesLegal fees and expenses 25,000.00Legal fees and expenses 200,000
Blue Sky fees and expensesBlue Sky fees and expenses 15,000
Accounting fees and expensesAccounting fees and expenses 10,000.00Accounting fees and expenses 15,000
Printing and duplicating expensesPrinting and duplicating expenses 2,500.00Printing and duplicating expenses 300,000
Miscellaneous expensesMiscellaneous expenses 5,810.00Miscellaneous expenses 30,217
Total $45,000.00  
Total $600,000
 
(a)
All figures, except the SEC registration fee, are estimates.


Item 15.Indemnification of Directors and Officers.

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

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

II-1

        K. Hovnanian is a California corporation. Section 317 of the California Corporations Code provides that a corporation has the power to indemnify any person who was or is a party or is threatened to be made a party to any proceeding, other than in an action by or on behalf of the corporation to obtain a favorable judgment for itself, because such person is or was an agent of the corporation, against expenses actually and reasonably incurred in connection with the proceeding, if the person acted in good faith and in a manner the person reasonably believed to be in the best interests of the corporation and, in the case of criminal proceedings, had no reasonable cause to believe that the conduct was unlawful. In the case of suits by or on behalf of a corporation to obtain a judgment in its favor, a corporation has the power to indemnify any person who was or is a party or is threatened to be made a party to such proceeding because such person is or was the corporation's agent, against expenses actually and reasonably incurred, if the person acted in good faith in a manner the person believed to be in the best interests of the corporation and its shareholders, except that no such indemnification may be made for claims as to which the person shall have been adjudged to be liable to the corporation in the performance of that person's duty to the corporation, unless and then only to the extent a court determines otherwise.

        Article FIFTH of K. Hovnanian's Articles of Incorporation contains the following provisions with respect to indemnification:

        The Corporation is authorized, to the fullest extent permissible under California law, to indemnify its agents (as defined by Section 317 of the California Corporations Code) whether by bylaw, agreement or otherwise, for breach of duty to the Corporation and its shareholders in excess of that expressly permitted by California Code Section 317, and to advance defense expenses to its agents in connection with such matters as those expenses are incurred; provided, indemnification shall not be provided for any acts or omissions or transactions from which pursuant to applicable statute(s) a director may not be relieved of liability nor under circumstances in which indemnity is expressly prohibited by the statute covering the indemnification of agents.

        Hovnanian maintains a liability insurance policy providing coverage for its directors and officers, the directors and officers of K. Hovnanian and the directors and officers of certain of its other subsidiaries in an amount up to an aggregate limit of $10,000,000 for any single occurrence.$50,000,000.


Item 16.Exhibits.

        See Exhibit Index.Index to Exhibits.

II-1


Item 17.Undertakings.

        The undersigned registrantRegistrants hereby undertakes:undertake:

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

II-2

provided, however, that paragraphparagraphs (1)(i) and (1)(ii) above 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 or furnished to the Commission by the registrantRegistrants pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 as amended (the "Exchange Act"), that are incorporated by reference in the registration statement.Registration Statement.

        (2)    That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initialbona fideoffering thereof.

        (3)    To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

        The undersigned registrantRegistrants hereby undertakesundertake that, for purposes of determining any liability under the Securities Act, each filing of the registrant'sHovnanian's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initialbona fideoffering thereof.

        Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrantRegistrants pursuant to the provisions set forth in response to Item 15, or otherwise, the registrant hasregistrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrantRegistrants of expenses incurred or paid by a director, officer or controlling person of the registrantRegistrants 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 registrantRegistrants will, unless in the opinion of itstheir counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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

II-3


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the RegistrantHovnanian Enterprises, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Red Bank, State of New Jersey, on December 16, 2003.June 10, 2005.

  Hovnanian Enterprises, Inc.HOVNANIAN ENTERPRISES, INC.

 
 
By:
/s/  J. LARRY SORSBY      
J. Larry Sorsby
Executive Vice President and Chief Financial Officer


POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints J. Larry Sorsby and Paul W. Buchanan and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitutionsubstitutional and resubstitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, 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 below by the following persons in the capacities indicated on December 16, 2003.June 10, 2005.

Signature
 Title

 
 
 
/s/  KEVORK S. HOVNANIAN      
Kevork S. Hovnanian		 Chairman of the Board and Director

/s/  ARA K. HOVNANIAN      
Ara K. Hovnanian
 
President, Chief Executive Officer and Director

II-4


/s/  PAUL W. BUCHANAN      
Paul W. Buchanan
 
Senior Vice President —Vice-President and Corporate Controller

/s/  GEATON A. DECESARIS,DECESARIS, JR.      
Geaton A. DeCesaris, Jr.
 
President of the Hovnanian Land Investment Group and Director

/s/  ARTHUR M. GREENBAUM      
Arthur M. Greenbaum
 
Director

/s/  EDWARD A. KANGASDESMOND P. MCDONALD      
Edward A. KangasDesmond P. McDonald
 
Director

II-3


/s/  DESMOND P. MCDONALD      
Desmond P. McDonaldEdward A. Kangas
 
Director

/s/  JOHN J. ROBBINS      
John J. Robbins
 
Director

/s/  J. LARRY SORSBY      
J. Larry Sorsby
 
Executive Vice President andVice-President, Chief Financial Officer
and Director

/s/  STEPHEN D. WEINROTH      
Stephen D. Weinroth
 
Director

II-4II-5


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, K. Hovnanian Enterprises, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Red Bank, State of New Jersey, on June 10, 2005.

K. HOVNANIAN ENTERPRISES, INC.



By:
/s/  J. LARRY SORSBY      
J. Larry Sorsby
Executive Vice President and Chief Financial Officer


POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints J. Larry Sorsby and Paul W. Buchanan and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitutional and resubstitution, for and in the name, place and stead of undersigned, in any and all capacities, sign any and all amendments (including post-effective amendments) to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, 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 below by the following persons in the capacities indicated on June 10, 2005.

Signature
Title



/s/  ARA K. HOVNANIAN      
Ara K. Hovnanian		President, Chief Executive Officer and Director

/s/  PAUL W. BUCHANAN      
Paul W. Buchanan

Senior Vice-President, Corporate Controller and Director

/s/  NICK PAPPAS      
Nick Pappas

Senior Vice-President and Director

/s/  J. LARRY SORSBY      
J. Larry Sorsby

Executive Vice-President, Chief Financial Officer and Director

/s/  JEROLD WALSH      
Jerold Walsh

Assistant Secretary and Director

II-6


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, each of the Registrants, as listed on the attached Schedule of Subsidiary Registrants, has duly caused this Registration Statement to be signed on its behalf by the undersigned, in his capacity as set forth on the attached Schedule of Subsidiary Registrants, thereunto duly authorized, in the City of Red Bank, State of New Jersey, on June 10, 2005.

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



By:
/s/  J. LARRY SORSBY
J. Larry Sorsby
Executive Vice President and Chief Financial Officer


POWER OF ATTORNEY

        Each person whose signature appears below hereby constitutes and appoints J. Larry Sorsby and Paul W. Buchanan and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitutional and resubstitution, for and in the name, place and stead of undersigned, in any and all capacities, sign any and all amendments (including post-effective amendments) to this Registration Statement, including any filings pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute, or substitutes, 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 for each of the Subsidiary Registrants by the following person on the date and in the capacities indicated on June 10, 2005.

Signature
Title



/s/  KEVORK S. HOVNANIAN      
Kevork S. Hovnanian		Chairman of the Board and Director

/s/  ARA K. HOVNANIAN      
Ara K. Hovnanian

Chief Executive Officer, Vice-Chairman of the Board and Director

/s/  PAUL W. BUCHANAN      
Paul W. Buchanan

Senior Vice-President, Corporate Controller and Director

II-7


/s/  PETER S. REINHART      
Peter S. Reinhart

Senior Vice-President, General Counsel, Secretary and Director

/s/  J. LARRY SORSBY      
J. Larry Sorsby

Executive Vice-President, Chief Financial Officer and Director

II-8


SCHEDULE OF SUBSIDIARY REGISTRANTS


Exact Name of Registrant As Specified in Its Charter

ARROW PROPERTIES, INC.
HOVNANIAN DEVELOPMENTS OF FLORIDA, INC.
K. HOV INTERNATIONAL, INC.
K. HOV IP, II, INC.
K. HOV IP, INC.
K. HOVNANIAN ACQUISITIONS, INC.
K. HOVNANIAN AT BALLANTRAE, INC.
K. HOVNANIAN AT BERNARDS IV, INC.
K. HOVNANIAN AT BRANCHBURG III, INC.
K. HOVNANIAN AT BRIDGEPORT, INC.
K. HOVNANIAN AT BRIDGEWATER VI, INC.
K. HOVNANIAN AT BURLINGTON III, INC.
K. HOVNANIAN AT BURLINGTON, INC.
K. HOVNANIAN AT CALABRIA, INC.
K. HOVNANIAN AT CARMEL DEL MAR, INC.
K. HOVNANIAN AT CASTILE, INC.
K. HOVNANIAN AT CHAPARRAL, INC.
K. HOVNANIAN AT CLARKSTOWN, INC.
K. HOVNANIAN AT CRESTLINE, INC.
K. HOVNANIAN AT DOMINGUEZ HILLS, INC.
K. HOVNANIAN AT EAST WHITELAND I, INC.
K. HOVNANIAN AT FREEHOLD TOWNSHIP I, INC.
K. HOVNANIAN AT HACKETTSTOWN, INC.
K. HOVNANIAN AT HERSHEY'S MILL, INC.
K. HOVNANIAN AT HIGHLAND VINEYARDS, INC.
K. HOVNANIAN AT HOPEWELL IV, INC.
K. HOVNANIAN AT HOPEWELL VI, INC.
K. HOVNANIAN AT HOWELL TOWNSHIP, INC.
K. HOVNANIAN AT KINGS GRANT I, INC.
K. HOVNANIAN AT KLOCKNER FARMS, INC.
K. HOVNANIAN AT LA TERRAZA, INC.
K. HOVNANIAN AT LA TROVATA, INC.
K. HOVNANIAN AT LAKEWOOD, INC.
K. HOVNANIAN AT LOWER SAUCON, INC.
K. HOVNANIAN AT MAHWAH II, INC.
K. HOVNANIAN AT MAHWAH V, INC.
K. HOVNANIAN AT MAHWAH VI, INC.
K. HOVNANIAN AT MAHWAH VII, INC.
K. HOVNANIAN AT MANALAPAN, INC.
K. HOVNANIAN AT MARLBORO II, INC.
K. HOVNANIAN AT MARLBORO TOWNSHIP IV, INC.
K. HOVNANIAN AT METRO DC SOUTH, INC.
K. HOVNANIAN AT MONROE II, INC.
K. HOVNANIAN AT MONTCLAIR NJ, INC.
K. HOVNANIAN AT MONTGOMERY I, INC.
K. HOVNANIAN AT NORTHERN WESTCHESTER, INC.

II-9

K. HOVNANIAN AT NORTHLAKE, INC.
K. HOVNANIAN AT OCEAN TOWNSHIP, INC.
K. HOVNANIAN AT OCEAN WALK, INC.
K. HOVNANIAN AT PERKIOMEN I, INC.
K. HOVNANIAN AT PERKIOMEN II, INC.
K. HOVNANIAN AT PLAINSBORO III, INC.
K. HOVNANIAN AT PRINCETON, INC.
K. HOVNANIAN AT RANCHO CHRISTIANITOS, INC.
K. HOVNANIAN AT RESERVOIR RIDGE, INC.
K. HOVNANIAN AT SAN SEVAINE, INC.
K. HOVNANIAN AT SARATOGA, INC.
K. HOVNANIAN AT SAWMILL, INC.
K. HOVNANIAN AT SCOTCH PLAINS II, INC.
K. HOVNANIAN AT SCOTCH PLAINS, INC.
K. HOVNANIAN AT SKYE ISLE, INC.
K. HOVNANIAN AT SMITHVILLE, INC.
K. HOVNANIAN AT SOUTH BRUNSWICK III, INC.
K. HOVNANIAN AT SOUTH BRUNSWICK V, INC.
K. HOVNANIAN AT STONE CANYON, INC.
K. HOVNANIAN AT STONY POINT, INC.
K. HOVNANIAN AT SYCAMORE, INC.
K. HOVNANIAN AT TANNERY HILL, INC.
K. HOVNANIAN AT THE BLUFF, INC.
K. HOVNANIAN AT THE CEDARS, INC.
K. HOVNANIAN AT THORNBURY, INC.
K. HOVNANIAN AT TIERRASANTA, INC.
K. HOVNANIAN AT TUXEDO, INC.
K. HOVNANIAN AT UNION TOWNSHIP I, INC.
K. HOVNANIAN AT UPPER FREEHOLD TOWNSHIP I, INC.
K. HOVNANIAN AT UPPER MAKEFIELD I, INC.
K. HOVNANIAN AT VAIL RANCH, INC.
K. HOVNANIAN AT WALL TOWNSHIP VI, INC.
K. HOVNANIAN AT WALL TOWNSHIP VIII, INC.
K. HOVNANIAN AT WASHINGTONVILLE, INC.
K. HOVNANIAN AT WAYNE III, INC.
K. HOVNANIAN AT WAYNE V, INC.
K. HOVNANIAN AT WILDROSE, INC.
K. HOVNANIAN COMPANIES NORTHEAST, INC.
K. HOVNANIAN COMPANIES OF CALIFORNIA, INC.
K. HOVNANIAN COMPANIES OF MARYLAND, INC.
K. HOVNANIAN COMPANIES OF METRO WASHINGTON, INC.
K. HOVNANIAN COMPANIES OF NEW YORK, INC.
K. HOVNANIAN COMPANIES OF NORTH CAROLINA, INC.
K. HOVNANIAN COMPANIES OF PENNSYLVANIA, INC.
K. HOVNANIAN COMPANIES OF SOUTHERN CALIFORNIA, INC.
K. HOVNANIAN CONSTRUCTION II, INC.
K. HOVNANIAN CONSTRUCTION III, INC.

II-10

K. HOVNANIAN CONSTRUCTION MANAGEMENT, INC.
K. HOVNANIAN DEVELOPMENTS OF ARIZONA, INC.
K. HOVNANIAN DEVELOPMENTS OF CALIFORNIA, INC.
K. HOVNANIAN DEVELOPMENTS OF D.C., INC.
K. HOVNANIAN DEVELOPMENTS OF DELAWARE, INC.
K. HOVNANIAN DEVELOPMENTS OF ILLINOIS, INC.
K. HOVNANIAN DEVELOPMENTS OF MARYLAND, INC.
K. HOVNANIAN DEVELOPMENTS OF METRO WASHINGTON, INC.
K. HOVNANIAN DEVELOPMENTS OF MICHIGAN, INC.
K. HOVNANIAN DEVELOPMENTS OF MINNESOTA, INC.
K. HOVNANIAN DEVELOPMENTS OF NEW JERSEY II, INC.
K. HOVNANIAN DEVELOPMENTS OF NEW JERSEY, INC.
K. HOVNANIAN DEVELOPMENTS OF NEW YORK, INC.
K. HOVNANIAN DEVELOPMENTS OF OHIO, INC.
K. HOVNANIAN DEVELOPMENTS OF PENNSYLVANIA, INC.
K. HOVNANIAN DEVELOPMENTS OF SOUTH CAROLINA, INC.
K. HOVNANIAN DEVELOPMENTS OF TEXAS, INC.
K. HOVNANIAN DEVELOPMENTS OF WEST VIRGINIA, INC.
K. HOVNANIAN EQUITIES, INC.
K. HOVNANIAN FORECAST HOMES, INC.
K. HOVNANIAN HOMES OF NORTH CAROLINA, INC.
K. HOVNANIAN HOMES OF VIRGINIA, INC.
K. HOVNANIAN INVESTMENT PROPERTIES OF NEW JERSEY, INC.
K. HOVNANIAN PA REAL ESTATE, INC.
K. HOVNANIAN PORT IMPERIAL URBAN RENEWAL, INC.
K. HOVNANIAN PROPERTIES OF NEWARK URBAN RENEWAL CORPORATION, INC.
K. HOVNANIAN PROPERTIES OF NORTH BRUNSWICK V, INC.
K. HOVNANIAN PROPERTIES OF WALL, INC.
KHC ACQUISITION, INC.
LANDARAMA, INC.
M&M AT LONG BRANCH, INC.
MATZEL & MUMFORD OF DELAWARE, INC.
MCNJ, INC.
PINE BROOK COMPANY, INC.
REFLECTIONS OF YOU INTERIORS, INC.
SEABROOK ACCUMULATION CORPORATION
STONEBROOK HOMES, INC.
THE MATZEL & MUMFORD ORGANIZATION, INC.
WASHINGTON HOMES, INC.
WESTMINSTER HOMES OF TENNESSEE, INC.
WESTMINSTER HOMES, INC.
WH LAND I, INC
WH PROPERTIES, INC.
DULLES COPPERMINE, L.L.C.

II-11

EDISON CONTRACT SERVICES, L.L.C.
HOVNANIAN LAND INVESTMENT GROUP, L.L.C.
HOVNANIAN LAND INVESTMENT GROUP OF CALIFORNIA, L.L.C.
HOVNANIAN LAND INVESTMENT GROUP OF FLORIDA, L.L.C.
HOVNANIAN LAND INVESTMENT GROUP OF MARYLAND, L.L.C.
HOVNANIAN LAND INVESTMENT GROUP OF NORTH CAROLINA, L.L.C.
HOVNANIAN LAND INVESTMENT GROUP OF TEXAS, L.L.C.
HOVNANIAN LAND INVESTMENT GROUP OF VIRGINIA, L.L.C.
K. HOVNANIAN AT 4S II, L.L.C.
K. HOVNANIAN AT 4S, L.L.C.
K. HOVNANIAN AT ACQUA VISTA, L.L.C.
K. HOVNANIAN AT ALISO, L.L.C.
K. HOVNANIAN AT ARBOR HEIGHTS, L.L.C.
K. HOVNANIAN AT BARNEGAT I, L.L.C.
K. HOVNANIAN AT BELLA LAGO, L.L.C.
K. HOVNANIAN AT BERKELEY, L.L.C.
K. HOVNANIAN AT BERNARDS V, L.L.C.
K. HOVNANIAN AT BLUE HERON PINES, L.L.C.
K. HOVNANIAN AT BRIDGEWATER I, L.L.C.
K. HOVNANIAN AT BRIDLEWOOD, L.L.C.
K. HOVNANIAN AT CAMDEN I, L.L.C.
K. HOVNANIAN AT CAPISTRANO, L.L.C.
K. HOVNANIAN AT CARMEL VILLAGE, L.L.C.
K. HOVNANIAN AT CEDAR GROVE III, L.L.C.
K. HOVNANIAN AT CEDAR GROVE IV, L.L.C.
K. HOVNANIAN AT CHESTER I, L.L.C.
K. HOVNANIAN AT CHESTERFIELD, L.L.C.
K. HOVNANIAN AT CITY IN THE HILLS, L.L.C.
K. HOVNANIAN AT CLIFTON, L.L.C.
K. HOVNANIAN AT CLIFTON II, L.L.C.
K. HOVNANIAN AT CORTEZ HILL, L.L.C.
K. HOVNANIAN AT CRANBURY, L.L.C.
K. HOVNANIAN AT CURRIES WOODS, L.L.C.
K. HOVNANIAN AT DENVILLE, L.L.C.
K. HOVNANIAN AT DEPTFORD TOWNSHIP, L.L.C.
K. HOVNANIAN AT EASTLAKE, L.L.C.
K. HOVNANIAN AT EDGEWATER II, L.L.C.
K. HOVNANIAN AT EDGEWATER, L.L.C.
K. HOVNANIAN AT EGG HARBOR TOWNSHIP, L.L.C.
K. HOVNANIAN AT ENCINITAS RANCH, L.L.C.
K. HOVNANIAN AT FLORENCE I, L.L.C.
K. HOVNANIAN AT FLORENCE II, L.L.C.
K. HOVNANIAN AT FOREST MEADOWS, L.L.C.
K. HOVNANIAN AT FRANKLIN, L.L.C.
K. HOVNANIAN AT FREEHOLD TOWNSHIP, L.L.C.
K. HOVNANIAN AT GASLAMP SQUARE, L.L.C.

II-12

K. HOVNANIAN AT GREAT NOTCH, L.L.C.
K. HOVNANIAN AT GUTTENBERG, L.L.C.
K. HOVNANIAN AT HACKETTSTOWN II, L.L.C.
K. HOVNANIAN AT HAMBURG, L.L.C.
K. HOVNANIAN AT HAMBURG CONTRACTORS, L.L.C.
K. HOVNANIAN AT HAWTHORNE, L.L.C.
K. HOVNANIAN AT HIGHLAND SHORES, L.L.C
K. HOVNANIAN AT HIGHWATER, L.L.C.
K. HOVNANIAN AT JACKSON I, L.L.C.
K. HOVNANIAN AT JACKSON, L.L.C.
K. HOVNANIAN AT JERSEY CITY IV, L.L.C.
K. HOVNANIAN AT JERSEY CITY V URBAN RENEWAL CO., L.L.C.
K. HOVNANIAN AT KING FARM, L.L.C.
K. HOVNANIAN AT LA COSTA, L.L.C.
K. HOVNANIAN AT LA HABRA KNOLLS, L.L.C.
K. HOVNANIAN AT LAFAYETTE ESTATES, L.L.C.
K. HOVNANIAN AT LAKE RIDGE CROSSING, L.L.C.
K. HOVNANIAN AT LAKE TERRAPIN, L.L.C.
K. HOVNANIAN AT LAWRENCE V, L.L.C.
K. HOVNANIAN AT LINWOOD, L.L.C.
K. HOVNANIAN AT LITTLE EGG HARBOR TOWNSHIP II, L.L.C
K. HOVNANIAN AT LITTLE EGG HARBOR CONTRACTORS, L.L.C.
K. HOVNANIAN AT LITTLE EGG HARBOR, L.L.C.
K. HOVNANIAN AT LONG BRANCH I, L.L.C.
K. HOVNANIAN AT LOWER MACUNGIE TOWNSHIP I, L.L.C.
K. HOVNANIAN AT LOWER MACUNGIE TOWNSHIP II, L.L.C.
K. HOVNANIAN AT LOWER MAKEFIELD TOWNSHIP I, L.L.C.
K. HOVNANIAN AT LOWER MORELAND I, L.L.C.
K. HOVNANIAN AT LOWER MORELAND II, L.L.C.
K. HOVNANIAN AT MANALAPAN III, L.L.C.
K. HOVNANIAN AT MANSFIELD I, LLC
K. HOVNANIAN AT MANSFIELD II, LLC
K. HOVNANIAN AT MANSFIELD III, L.L.C.
K. HOVNANIAN AT MARLBORO TOWNSHIP IX, L.L.C.
K. HOVNANIAN AT MARLBORO TOWNSHIP V, L.L.C.
K. HOVNANIAN AT MARLBORO TOWNSHIP VIII, L.L.C.
K. HOVNANIAN AT MARLBORO VI, L.L.C.
K. HOVNANIAN AT MARLBORO VII, L.L.C.
K. HOVNANIAN AT MENDHAM TOWNSHIP, L.L.C.
K. HOVNANIAN AT MENIFEE, L.L.C.
K. HOVNANIAN AT MENIFEE VALLEY CONDUMINIUMS, L.L.C.
K. HOVNANIAN AT MIDDLE TOWNSHIP, L.L.C.
K. HOVNANIAN AT MIDDLETOWN II, L.L.C.
K. HOVNANIAN AT MIDDLETOWN, L.L.C.
K. HOVNANIAN AT MILLVILLE I, L.L.C.
K. HOVNANIAN AT MILLVILLE II, L.L.C.
K. HOVNANIAN AT MONROE III, L.L.C.
K. HOVNANIAN AT MONROE IV, L.L.C.
K. HOVNANIAN AT MONTVALE, L.L.C.

II-13

K. HOVNANIAN AT MOSAIC, L.L.C.
K. HOVNANIAN AT MT. OLIVE TOWNSHIP, L.L.C.
K. HOVNANIAN AT NORTH BERGEN II, L.L.C.
K. HOVNANIAN AT NORTH BERGEN, L.L.C.
K. HOVNANIAN AT NORTH BRUNSWICK VI, L.L.C.
K. HOVNANIAN AT NORTH CALDWELL II, L.L.C.
K. HOVNANIAN AT NORTH CALDWELL, L.L.C.
K. HOVNANIAN AT NORTH HALEDON, L.L.C.
K. HOVNANIAN AT NORTH WILDWOOD, L.L.C.
K. HOVNANIAN AT NORTHAMPTON, L.L.C.
K. HOVNANIAN AT NORTHFIELD, L.L.C.
K. HOVNANIAN AT OLD BRIDGE, L.L.C.
K. HOVNANIAN AT OLDE ORCHARD, L.L.C.
K. HOVNANIAN AT PACIFIC BLUFFS, L.L.C.
K. HOVNANIAN AT PARAMUS, L.L.C.
K. HOVNANIAN AT PARK LANE, L.L.C.
K. HOVNANIAN AT PARSIPPANY-TROY HILLS, L.L.C.
K. HOVNANIAN AT PITTSGROVE, L.L.C.
K. HOVNANIAN AT RANCHO SANTA MARGARITA, L.L.C.
K. HOVNANIAN AT RANDOLPH I, L.L.C.
K. HOVNANIAN AT RAPHO, L.L.C.
K. HOVNANIAN AT READINGTON II, L.L.C.
K. HOVNANIAN AT RED BANK, L.L.C.
K. HOVNANIAN AT RIVERBEND II, L.L.C.
K. HOVNANIAN AT RIVERBEND, L.L.C.
K. HOVNANIAN AT RODERUCK. L.L.C.
K. HOVNANIAN AT ROWLAND HEIGHTS, L.L.C.
K. HOVNANIAN AT SAYREVILLE, L.L.C.
K. HOVNANIAN AT SCOTCH PLAINS, L.L.C.
K. HOVNANIAN AT SHELF COMPANY, L.L.C.
K. HOVNANIAN AT SMITHVILLE III, L.L.C.
K. HOVNANIAN AT SOMERS POINT, L.L.C.
K. HOVNANIAN AT SOUTH BRUNSWICK, L.L.C.
K. HOVNANIAN AT SPRINGCO, L.L.C.
K. HOVNANIAN AT SPRINGFIELD, L.L.C.
K. HOVNANIAN AT SUNSETS, L.L.C.
K. HOVNANIAN AT TEANECK, L.L.C.
K. HOVNANIAN AT THE CROSBY, L.L.C.
K. HOVNANIAN AT THE GABLES, L.L.C.
K. HOVNANIAN AT THE PRESERVE, L.L.C.
K. HOVNANIAN AT THE THOMPSON RANCH, L.L.C.
K. HOVNANIAN AT TRAIL RIDGE, L.L.C.
K. HOVNANIAN AT UNION TOWNSHIP II, L.L.C.
K. HOVNANIAN AT UPPER FREEHOLD TOWNSHIP II, L.L.C.
K. HOVNANIAN AT UPPER FREEHOLD TOWNSHIP III, L.L.C.
K. HOVNANIAN AT UPPER UWCHLAN, L.L.C.
K. HOVNANIAN AT UPPER UWCHLAN II, L.L.C.
K. HOVNANIAN AT WANAQUE, L.L.C.

II-14

K. HOVNANIAN AT WARREN TOWNSHIP, L.L.C.
K. HOVNANIAN AT WASHINGTON, L.L.C.
K. HOVNANIAN AT WAYNE VIII, L.L.C.
K. HOVNANIAN AT WAYNE IX, L.L.C.
K. HOVNANIAN AT WEST BRADFORD, L.L.C.
K. HOVNANIAN AT WEST MILFORD, L.L.C.
K. HOVNANIAN AT WEST WINDSOR, L.L.C.
K. HOVNANIAN AT WILLOW BROOK, L.L.C.
K. HOVNANIAN AT WINCHESTER, L.L.C.
K. HOVNANIAN AT WOODHILL ESTATES, L.L.C.
K. HOVNANIAN AT WOOLWICH I, L.L.C.
K. HOVNANIAN AT YONKERS I, L.L.C.
K. HOVNANIAN AT YONKERS II, L.L.C.
K. HOVNANIAN AT YONKERS III, L.L.C.
K. HOVNANIAN CAMBRIDGE HOMES, L.L.C.
K. HOVNANIAN CENTRAL ACQUISITIONS, L.L.C.
K. HOVNANIAN COMPANIES OF METRO D.C. NORTH, L.L.C.
K. HOVNANIAN COMPANIES, L.L.C.
K. HOVNANIAN EASTERN PENNSYLVANIA, L.L.C.
K. HOVNANIAN FOUR SEASONS AT GOLD HILL, L.L.C.
K. HOVNANIAN FOUR SEASONS AT HISTORIC VIRGINIA, L.L.C.
K. HOVNANIAN GREAT WESTERN BUILDING COMPANY, L.L.C.
K. HOVNANIAN GREAT WESTERN HOMES, L.L.C.
K. HOVNANIAN HOLDINGS NJ, L.L.C.
K. HOVNANIAN HOMES AT CAMERON STATION, L.L.C.
K. HOVNANIAN HOMES AT CAMP SPRINGS, L.L.C.
K. HOVNANIAN HOMES AT FAIRWOOD, L.L.C.
K. HOVNANIAN HOMES AT FOREST RUN, L.L.C.
K. HOVNANIAN HOMES AT LAUREL HIGHLANDS, L.L.C.
K. HOVNANIAN HOMES AT MAXWELL PLACE, L.L.C.
K. HOVNANIAN HOMES AT RENAISSANCE PLAZA, L.L.C.
K. HOVNANIAN HOMES AT RUSSET, L.L.C.
K. HOVNANIAN HOMES OF D.C., L.L.C.
K. HOVNANIAN HOMES OF DELAWARE, L.LC.
K. HOVNANIAN HOMES OF MARYLAND, L.L.C.
K. HOVNANIAN HOMES OF MINNESOTA, L.L.C.
K. HOVNANIAN HOMES OF PENNSYLVANIA, L.L.C.
K. HOVNANIAN HOMES OF SOUTH CAROLINA, L.L.C.
K. HOVNANIAN HOMES OF WEST VIRGINIA, L.L.C.
K. HOVNANIAN INVESTMENTS, L.L.C.
K. HOVNANIAN NORTH CENTRAL ACQUISITIONS, L.L.C.
K. HOVNANIAN NORTH JERSEY ACQUISITIONS, L.L.C.
K. HOVNANIAN NORTHEAST SERVICES, L.L.C.
K. HOVNANIAN OHIO REALTY, L.L.C.
K. HOVNANIAN PENNSYLVANIA ACQUISITIONS, L.L.C.
K. HOVNANIAN SHORE ACQUISITIONS, L.L.C.
K. HOVNANIAN SOUTH JERSEY ACQUISITION, L.L.C.
K. HOVNANIAN SOUTHERN NEW JERSEY, L.L.C.

II-15

K. HOVNANIAN SUMMIT HOLDINGS, L.L.C.
K. HOVNANIAN SUMMIT HOMES, L.L.C.
K. HOVNANIAN SUMMIT HOMES OF MICHIGAN, L.L.C.
K. HOVNANIAN HOMES OF PENNSYLVANIA, L.L.C.
K. HOVNANIAN SUMMIT HOMES OF WEST VIRGINIA, L.L.C.
K. HOVNANIAN T&C INVESTMENT, L.L.C.
K. HOVNANIAN T&C MANAGEMENT CO., L.L.C.
K. HOVNANIAN WINDWARD HOMES, L.LC.
K. HOVNANIAN'S FOUR SEASONS AT ASHBURN VILLAGE, L.L.C.
K. HOVNANIAN'S FOUR SEASONS AT BAKERSFIELD, L.L.C.
K. HOVNANIAN'S FOUR SEASONS AT DULLES DISCOVERY CONDOMINIUM, L.L.C.
K. HOVNANIAN'S FOUR SEASONS AT DULLES DISCOVERY, L.L.C.
K. HOVNANIAN'S FOUR SEASONS AT HEMET, L.L.C.
K. HOVNANIAN'S FOUR SEASONS AT KENT ISLAND, L.L.C.
K. HOVNANIAN'S FOUR SEASONS AT KENT ISLAND CONDOMINIUMS, L.L.C.
K. HOVNANIAN'S FOUR SEASONS AT MENIFEE VALLE, L.L.C.
K. HOVNANIAN'S FOUR SEASONS AT PALM SPRINGS, L.L.C.
K. HOVNANIAN'S FOUR SEASONS AT ST. MARGARETS LANDING, L.L.C.
K. HOVNANIAN'S FOUR SEASONS AT VINT HILL, L.L.C.
K. HOVNANIAN'S FOUR SEASONS, L.L.C.
K. HOVNANIAN'S PRIVATE HOME PORTFOLIO, L.L.C.
KHIP, LLC
KINGS COURT AT MONTGOMERY, L.L.C.
M&M AT APPLE RIDGE, L.L.C.
M&M AT BROOKHILL, L.L.C.
M&M AT CHESTERFIELD, L.L.C.
M&M AT EAST MILL, L.L.C.
M&M AT HERITAGE WOODS, L.L.C.
M&M AT KENSINGTON WOODS, L.L.C.
M&M AT MORRISTOWN, L.L.C.
M&M AT ROBERT MORRIS, L.L.C.
M&M AT SHERIDAN, L.L.C.
M&M AT SPARTA, L.L.C.
M&M AT SPINNAKER POINTE, L.L.C.
M&M AT SPRUCE HOLLOW, L.L.C.
M&M AT SPRUCE MEADOWS, L.L.C.
M&M AT SPRUCE RUN, L.L.C.
M&M AT TAMARACK HOLLOW, L.L.C.
M&M AT THE HIGHLANDS, L.L.C.
M&M AT WEST ORANGE, L.L.C.
M&M AT WHEATON URBAN RENEWAL, L.L.C.
MATZEL & MUMFORD AT CRANBURY KNOLL, L.L.C.
MATZEL & MUMFORD AT EGG HARBOR, L.L.C.
MATZEL & MUMFORD AT FREEHOLD, L.L.C.
MATZEL & MUMFORD AT HERITAGE LANDING, L.L.C.
MATZEL & MUMFORD AT MONTGOMERY, L.L.C.
MATZEL & MUMFORD AT PHILLIPSBURG, L.L.C.
MATZEL & MUMFORD AT SOUTH BOUND BROOK URBAN RENEWAL, L.L.C.
MATZEL & MUMFORD AT SOUTH BRUNSWICK, L.L.C.

II-16

MATZEL & MUMFORD AT WOODLAND CREST, L.L.C.
MIDWEST BUILDING PRODUCTS & CONTRACTOR SERVICES, L.L.C
MMIP, L.L.C.
NORTH MANATEE, L.L.C.
PADDOCKS, L.L.C.
PINE AYR, L.L.C.
RIDGEMORE UTILITY, L.L.C.
K. HOVNANIAN HOMES AT MAXWELL PLACE, L.L.C.
THE LANDINGS AT SPINNAKER POINTE, L.L.C.
WASHINGTON HOMES AT COLUMBIA TOWN CENTER, L.L.C.
WESTMINSTER HOMES OF ALABAMA, L.L.C.
WESTMINSTER HOMES OF MISSISSIPPI, L.L.C.
WOODLAND LAKES CONDOS AT BOWIE NEWTOWN, LLC
GOODMAN FAMILY OF BUILDERS, L.P.
K. HOVNANIAN OF HOUSTON II, L.P.
K. HOVNANIAN OF HOUSTON, L.P.
M & M INVESTMENTS, L.P.

II-17


INDEX TO EXHIBITS

Exhibit
Number
 
Description of Exhibits
1.1—Underwriting Agreement (Hovnanian Debt Securities and Warrants to Purchase Hovnanian Debt Securities).(2)
1.2—Underwriting Agreement (K. Hovnanian Debt Securities and Warrants to Purchase K. Hovnanian Debt Securities).(2)
1.3—Underwriting Agreement (Equity Securities, Depositary Shares and Warrants to Purchase Equity Securities and Depositary Shares).(2)
1.4—Underwriting Agreement (Stock Purchase Contracts).(2)
1.5—Underwriting Agreement (Stock Purchase Units).(2)
3.1—Articles of Incorporation of K. Hovnanian Enterprises, Inc.(6)
3.2—By-Laws of K. Hovnanian Enterprises, Inc. (filed herewith).
3.3—Form of Articles of Incorporation for Subsidiary Registrant corporations incorporated in New Jersey.(6)
3.4—Form of Articles of Incorporation for Subsidiary Registrant corporations incorporated in New York.(6)
3.5—Form of Articles of Incorporation for Subsidiary Registrant corporations incorporated in Pennsylvania.(6)
3.6—Form of Articles of Incorporation for Subsidiary Registrant corporations incorporated in North Carolina.(6)
3.7—Form of Articles of Incorporation for Subsidiary Registrant corporations incorporated in South Carolina.(6)
3.8—Form of Articles of Incorporation for Subsidiary Registrant corporations incorporated in Virginia.(6)
3.9—Form of Articles of Incorporation for Subsidiary Registrant corporations incorporated in Maryland.(6)
3.10—Form of Articles of Incorporation for Subsidiary Registrant corporations incorporated in Delaware.(6)
3.11—Form of Articles of Incorporation for Subsidiary Registrant corporations incorporated in California.(6)
3.12—Form of Articles of Incorporation for Subsidiary Registrant corporations incorporated in Texas.(6)
3.13—Form of Articles of Incorporation for Subsidiary Registrant corporations incorporated in Arizona.(6)
3.14—Form of Articles of Incorporation for Subsidiary Registrant corporations incorporated in Ohio.(6)
3.15—Form of Articles of Incorporation for Subsidiary Registrant corporations incorporated in West Virginia.(6)
3.16—Form of Articles of Incorporation for Subsidiary Registrant corporations incorporated in Florida.(6)
3.17—Form of Articles of Incorporation for Subsidiary Registrant corporations incorporated in Michigan.(6)
3.18—Form of Articles of Organization for Subsidiary Registrant limited liability companies.(6)
3.19—Form of Certificate of Limited Partnership for Subsidiary Registrant limited partnerships.(6)

II-18

3.20—Form of By-Laws for Subsidiary Registrant corporations incorporated in New Jersey.(6)
3.21—Form of By-Laws for Subsidiary Registrant corporations incorporated in New York.(6)
3.22—Form of By-Laws for Subsidiary Registrant corporations incorporated in Pennsylvania.(6)
3.23—Form of By-Laws for Subsidiary Registrant corporations incorporated in North Carolina.(6)
3.24—Form of By-Laws for Subsidiary Registrant corporations incorporated in South Carolina.(6)
3.25—Form of By-Laws for Subsidiary Registrant corporations incorporated in Maryland.(6)
3.26—Form of By-Laws for Subsidiary Registrant corporations incorporated in Virginia.(6)
3.27—Form of By-Laws for Subsidiary Registrant corporations incorporated in Delaware.(6)
3.28—Form of By-Laws for Subsidiary Registrant corporations incorporated in California.(6)
3.29—Form of By-Laws for Subsidiary Registrant corporations incorporated in Texas.(6)
3.30—Form of By-Laws for Subsidiary Registrant corporations incorporated in Arizona.(6)
3.31—Form of By-Laws for Subsidiary Registrant corporations incorporated in Ohio.(6)
3.32—Form of By-Laws for Subsidiary Registrant corporations incorporated in West Virginia.(6)
3.33—Form of By-Laws for Subsidiary Registrant corporations incorporated in Florida.(6)
3.34—Form of By-Laws for Subsidiary Registrant corporations incorporated in Michigan.(6)
3.35—Form of Limited Liability Company Agreement for Subsidiary Registrant limited liability companies.(6)
3.36—Form of Limited Partnership Agreement for Subsidiary Registrant limited partnerships.(6)
3.37—Form of Articles of Incorporation for Subsidiary Registrant corporations incorporated in Tennessee.(6)
3.38—Form of By-Laws for Subsidiary Registrant corporations incorporated in Tennessee.(6)
3.39—Form of Articles of Incorporation for Subsidiary Registrant corporations incorporated in Minnesota.(8)
4.1 — Certificate of Incorporation of Hovnanian Enterprises, Inc. (incorporated by reference to Exhibits to Registration Statement (No. 2-85198) on Form S-1 of Hovnanian Enterprises, Inc.).(4)

4.2
 
—
 
Certificate of Amendment of Certificate of Incorporation of Hovnanian Enterprises, Inc. (incorporated by reference to Exhibit 4.2 to the Registration Statement (No. 333-106761) on Form S-3(6)
4.3—Certificate of Amendment of Certificate of Incorporation of Hovnanian Enterprises, Inc.).(7)

4.34.4
 
—
 
Restated By-Laws of Hovnanian Enterprises, Inc. (incorporated by reference to Exhibit 3.2 to the Registration Statement (No. 1-8551) on (5)
4.5—Form 8-A of Hovnanian Enterprises, Inc.).Debt Securities.(1)

4.44.6
 
—
 
Specimen Class A common stock CertificateForm of K. Hovnanian Debt Securities.(1)
4.7—Form of Hovnanian Senior Debt Indenture.(3)
4.8—Form of Hovnanian Senior Subordinated Debt Indenture.(3)
4.9—Form of Hovnanian Subordinated Debt Indenture.(3)
4.10—K. Hovnanian Senior Debt Indenture.(9)
4.11—Form of K. Hovnanian Senior Subordinated Debt Indenture.(3)
4.12—Form of K. Hovnanian Subordinated Debt Indenture.(3)
4.13—Form of Warrant Agreement for Preferred Stock, Depositary Shares and Common Stock (including Form of Warrant Certificate) (filed herewith).
4.14—Form of Warrant Agreement for Hovnanian Debt Securities (including form of Warrant Certificate).(1)

II-19

4.15—Form of Warrant Agreement for K. Hovnanian Debt Securities (including form of Warrant Certificate).(1)
4.16—Form of Purchase Contract Agreement (including form of Purchase Contact Unit).(3)
4.17—Certificate(s) of Designations with respect to the Preferred Stock.(2)
4.18—Form of Deposit Agreement with respect to the Depositary Shares (including the form of depositary receipt to be issued thereunder) (filed herewith).
5.1
 
—
 
Opinion of Simpson Thacher & Bartlett LLP (filed herewith).
5.2—Opinion of Peter S. Reinhart, Esq., Senior Vice PresidentVice-President and General Counsel of Hovnanian and K. Hovnanian (filed herewith).

12.1		—Computation of Ratios of Earnings to Fixed Charges and Earnings to Combined Fixed Charges and Preferred Stock Dividends (filed herewith).
23.1
 
—
 
Consent of Ernst & Young LLP (filed herewith).

23.2
 
—
 
Consent of Peter S. Reinhart, Esq., Senior Vice President and General Counsel of HovnanianSimpson Thacher & Bartlett LLP (included in Exhibit 5.1).

23.3		—Consent of Peter S. Reinhart, Senior Vice-President and General Counsel of Hovnanian and K. Hovnanian (included in Exhibit 5.2).
24.1
 
—
 
Powers of Attorney of the Board of Directors of Hovnanian Enterprises, Inc. (included on signature).
24.2—Powers of Attorney of the Board of Directors of K. Hovnanian Enterprises, Inc. (included on signature page).
24.3—Powers of Attorney of the Board of Directors of Subsidiary Registrants (included on signature page).
25.1—Statement of Eligibility of Trustee under the Hovnanian Indentures (filed herewith).
25.2—Statement of Eligibility of Trustee under the K. Hovnanian Indentures (filed herewith).
(1)
Incorporated by reference to Exhibits to Registration Statement (No. 333-51991) on Form S-3 of Hovnanian Enterprises, Inc.

(2)
To be incorporated by reference, as necessary, as an Exhibit to one or more Current Reports on Form 8-K.

(3)
Incorporated by reference to Exhibits to Registration Statement (No. 333-68528) on Form S-3 of Hovnanian Enterprises, Inc.

(4)
Incorporated by reference to Exhibits to Registration Statement (No. 2-85198) on Form S-1 of Hovnanian Enterprises, Inc.

(5)
Incorporated by reference to Exhibit 3.2 to Registration Statement (No. 1-8551) on Form 8-A of Hovnanian Enterprises, Inc.

(6)
Incorporated by reference to Exhibits to Registration Statement (No. 333-106761) on Form S-3 of Hovnanian Enterprises, Inc.

(7)
Incorporated by reference to Exhibits to the Quarterly Report on Form 10-Q of Hovnanian Enterprises, Inc. for the quarter ended January 31, 2004.

(8)
Incorporated by reference to Exhibits to Registration Statement (No. 333-122175) on Form S-4 of Hovnanian Enterprises, Inc.

(9)
Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Hovnanian Enterprises, Inc. filed on November 7, 2003.

II-20



QuickLinks

Table of ContentsCALCULATION OF REGISTRATION FEE
TABLE OF CONTENTS
FORWARD-LOOKING STATEMENTS
AVAILABLE INFORMATION
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
THE COMPANY
RISK FACTORS
THE COMPANYRATIOS OF EARNINGS TO FIXED CHARGES AND EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
USE OF PROCEEDS
SELLING SHAREHOLDERS
DESCRIPTION OF DEBT SECURITIES
DESCRIPTION OF CAPITAL STOCK
DESCRIPTION OF DEPOSITARY SHARES
DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASE UNITS
DESCRIPTION OF WARRANTS
PLAN OF DISTRIBUTION
LEGAL MATTERS
EXPERTS
PART II INFORMATION NOT REQUIRED IN PROSPECTUS
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SCHEDULE OF SUBSIDIARY REGISTRANTS
Exact Name of Registrant As Specified in Its Charter
INDEX TO EXHIBITS