FORM 4

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

    Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden
hours per response. . .0.5

Filed By
Romeo and Dye's
Section 16 Filer
www.section16.net

1. Name and Address of Reporting Person*

Hovnanian, Ara K.

2. Issuer Name and Ticker or Trading Symbol
Hovnanian Enterprises, Inc. HOV

6. Relationship of Reporting Person(s)
to Issuer (Check all applicable)
X Director                                   X 10% Owner
X Officer (give title below)          Other (specify below)

President and Chief Executive Officer             

(Last)      (First)     (Middle)

10 Highway 35,
P. O. Box 500

3. I.R.S. Identification Number
of Reporting Person,
if an entity (voluntary)

(Street)

Red Bank, NJ 07701

(City)     (State)     (Zip)

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security
(Instr. 3)

2. Trans-
action
Date
(Month/ Day/
Year)

2A. Deemed
Execution
Date,
if any
(Month/Day/
Year)

3. Trans-
action Code
(Instr. 8)

4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 & 5)

5. Amount of
Securities
Beneficially
Owned Follow-
ing Reported Transactions(s)
(Instr. 3 & 4)

6. Owner-
ship Form:
Direct (D)
or Indirect (I)
(Instr. 4)

7. Nature of Indirect
Beneficial Ownership
(Instr. 4)

Code

V

Amount

(A)
or
(D)

Price

Class A Common Stock

2/25/03

F

103,022

D

$32.93

Class A Common Stock

2/25/03

M

103,022

A

$11.50

819,135

D

Class A Common Stock

16,530

I

 ⁽¹⁾

Class A Common Stock

6,987

I

 ⁽²⁾

Class A Common Stock

3,350

I

 ⁽³⁾

Class A Common Stock

8,350

I

 ⁽⁴⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security

(Instr. 3)

2. Conver-
sion or
Exercise
Price of Derivative Security

3. Trans-
action Date

(Month/
Day/
Year)

4. Trans-
action
Code

(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)

(Instr. 3, 4 & 5)

6. Date Exercisable
and Expiration
Date
(Month/Day/
Year)

7. Title and Amount of Underlying Securities
(Instr. 3 & 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of
Derivative
Securities
Beneficially
Owned
Following
Reported Transaction(s)
(Instr. 4)

10. Owner-
ship Form
of Deriv-
ative
Security:
Direct (D)
or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

V

(A)

(D)

Date Exer-cisable

Expira-
tion
Date

Title

Amount or Number of
Shares

Option to Purchase Class A Common Stock

$11.50

2/25/03

M

295,000

 ⁽⁵⁾

2/25/03

Class A Common Stock

295,000

-0-

D

Phantom Stock Units

1-for-1

2/25/03

M⁽⁶⁾

191,978

 ⁽⁷⁾

 ⁽⁷⁾

Class A Common Stock

191,978

$11.50

266,259

D

Explanation of Responses:

(1) Held by estate of son Alton
(2) Held by son Alexander
(3) Held by daughter Serena
(4) Held by wife
(5) The option vests in three equal annual installments beginning on February 26, 1994.
(6) The Reporting Person elected to defer receipt of 191,978 shares of Class A Common Stock, par value $.01 per share, issuable upon exercise of option pursuant to Deferred Compensation Plan.
(7) Payout to be made on January 1, 2006 or upon the occurrence of certain other events set forth under the terms of Deferred Compensation Plan.

**Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed.
          If space is insufficient, See Instruction 6 for procedure.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.