WASHINGTON, D.C.  20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 7, 2004

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02.                                              Results of Operations and Financial Condition

On December 7, 2004, Hovnanian Enterprises, Inc. issued a press release announcing its preliminary financial results for the fiscal fourth quarter and year ended October 31, 2004.  A copy of the Earnings Press Release is attached as Exhibit 99.1.

The information in this Current Report on Form 8-K and the Exhibit attached hereto is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

The Earnings Press Release contains information about EBITDA, a non-GAAP financial measure.  The most directly comparable GAAP financial measure to EBITDA is net income.  A reconciliation of EBITDA to net income is contained in the Earnings Press Release.

Management believes EBITDA to be relevant and useful information as EBITDA is a standard measure commonly reported and widely used by analysts, investors and others to measure our financial performance and our ability to service our debt obligations.  EBITDA is also one of several metrics used by our management to measure the cash generated from our operations.  EBITDA does not take into account substantial costs of doing business, such as income taxes and interest expense.  While many in the financial community consider EBITDA to be an important measure of comparative operating performance, it should be considered in addition to, but not as a substitute for, income before income taxes, net income, cash flow provided by operating activities and other measures of financial performance prepared in accordance with accounting principles generally accepted in the United States that are presented on the financial statements included in the Company’s reports filed with the Securities and Exchange Commission.  Additionally, our calculation of EBITDA may be different than the calculation used by other companies, and, therefore, comparability may be affected.

Item 9.01.                                              Financial Statements and Exhibits

(c) Exhibits.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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INDEX TO EXHIBITS

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Exhibit 99.1

HOVNANIAN ENTERPRISES REPORTS 36% INCREASE IN FISCAL 2004 EPS; ACHIEVES
RECORD REVENUES, EARNINGS, DELIVERIES AND BACKLOG;
PROJECTS MORE THAN 21% INCREASE IN FISCAL 2005 EPS

Highlights for the Fiscal Year Ended October 31, 2004

•                                         Net earnings reached a record $5.35 per fully diluted share for fiscal 2004, a 36% increase from $3.93 per fully diluted share in fiscal 2003. Hovnanian achieved record net earnings of $348.7 million for fiscal 2004, a 35% increase above net earnings of $257.4 million in fiscal 2003.

•                                         Fiscal 2004 fourth quarter EPS increased 47% to $2.06, compared with $1.40 in the prior year’s fourth quarter.

•                                         Total revenues for fiscal 2004 increased 30% to $4.2 billion, and the number of homes delivered in fiscal 2004 increased 26% over the prior year.

•                                         Earnings for fiscal 2004 represent a return on beginning equity (ROE) of 42.5% and an after tax return on beginning capital (ROC) of 24.4%.

•                                         More than 96% of net earnings in fiscal 2004 were generated from the Company’s organic operations, which excludes earnings from acquisitions closed since the beginning of fiscal 2003.

•                                         EBITDA grew 35% to $677.8 million in fiscal 2004, covering interest 7.7 times for the year. The Company’s ratio of net recourse debt-to-capitalization at fiscal year-end was 44.4%.

•                                         The dollar value of net contracts for the full year in fiscal 2004 increased 48% to $4.9 billion on 16,148 homes, compared to $3.3 billion on 12,352 homes in fiscal 2003.

•                                         Contract backlog as of October 31, 2004 was 7,851 homes with a sales value of $2.7 billion, up 73% from the sales value of homes in last year’s backlog.

•                                         Management is increasing its projection for fiscal 2005 earnings to exceed $6.50 per fully diluted share, an increase of $0.20 over the previous projection of more than $6.30 per fully diluted share for the year. Management expects quarterly earnings to be more evenly distributed in fiscal 2005.

RED BANK, NJ, December 7, 2004 – Hovnanian Enterprises, Inc. (NYSE: HOV), a leading national homebuilder, reported net income of $348.7 million, or $5.35 per fully diluted share, on $4.2 billion in total revenue for the fiscal year ended October 31, 2004. Net income in fiscal 2003 was $257.4 million, or $3.93 per fully diluted share, on total revenue of $3.2 billion.

The dollar value of net contracts increased 48% in fiscal 2004 to $4.9 billion on 16,148 homes, including unconsolidated joint ventures, from $3.3 billion in the prior year. Consolidated deliveries in fiscal 2004 were 14,586 homes with an aggregate sales value of $4.1 billion. This compares to consolidated deliveries of 11,531 homes in fiscal 2003 with an aggregate sales value of $3.1 billion. At the end of fiscal 2004, contract backlog increased to 7,851 homes, including unconsolidated joint ventures, compared to 5,797 homes last year.  The sales value of contract backlog at October 31, 2004 was $2.7 billion, an increase of 73% over fiscal 2003.

Consolidated earnings before interest expense, income taxes, depreciation, amortization and non-recurring write-offs (“EBITDA”) for fiscal 2004 rose 35% to $677.8 million from $501 million in fiscal 2003.  EBITDA covered the amount of interest incurred in the year by 7.7 times, compared to 7.5 times during fiscal 2003.  The Company’s homebuilding gross margin was 25.5% for the full year, equal to the 25.5% homebuilding gross margin reported in the prior year. After interest expense included in cost of sales, homebuilding gross margin was 24.1%, equal to the Company’s homebuilding gross margin on a comparable basis in fiscal 2003. These margins were achieved despite the impact of price increases in lumber, concrete and other material costs, and the impact of lower margins from acquisitions that closed over the past year. Total selling, general and administrative expense, including corporate expense, as a percentage of total revenues decreased to 9.5% in fiscal 2004, a 50 basis point decline from 10.0% in fiscal 2003.  Earnings before taxes from financial services improved 12% to $25.5 million in fiscal 2004 from $22.9 million in the prior year.  Shareholders’ equity grew more than 45% to $1.2 billion at October 31, 2004 from $820 million at the end of fiscal 2003.

Fourth Quarter Performance

For the three-month period ended October 31, 2004, revenue reached $1.4 billion, up 34% compared to $1.0 billion for the year earlier period. Net income for the fourth quarter of fiscal 2004 increased 47% to $133.8 million, or $2.06 per fully diluted share, compared to $91.2 million, or $1.40 per fully diluted share, in fiscal 2003.  Compared to the fourth quarter of 2003, the dollar value of net contracts during the fourth quarter of fiscal 2004 increased by 42% and the number of home deliveries rose by 25%, including the impact of unconsolidated joint ventures.

Comments from Management

“Fiscal 2004 marks another year of significant revenue and earnings growth for our company,” said Ara K. Hovnanian, President and Chief Executive Officer of the Company.  “Over the past five years, we have achieved a 34% compound annual growth rate in revenue and a 63% growth rate in net earnings.  Our record financial performance in 2004 is a direct result of our focused efforts to meet customer demand by delivering a diverse array of homes in each of our markets,” he said. “While most of the larger public builders continue to deliver solid operating results, our 43% ROE and 24% ROC for our full year remain among the highest in our industry and illustrate our success in creating value for our shareholders.  We are developing and implementing initiatives that will position us to continue delivering industry-leading returns in the future.”

“Organic growth accounted for more than 96% or our net earnings in 2004 and will continue to play an important role in our future,” Mr. Hovnanian commented.  “Our success in growing our current operations is a testament to the benefits of some of our strategic initiatives, including our broad array of products, the process improvements we have underway, and our market concentration strategy, as well as the strength of the markets in which we operate.  Many of our more heavily regulated markets remain strong, as is evidenced by the record dollar value of our year-end contract backlog, which increased 73%.  Our backlog represents an important indicator of future growth, since the homes in backlog are converted to revenue and earnings over the coming months,” said Mr. Hovnanian.  “Today, we control nearly 100,000 lots,

which is almost seven years worth of deliveries based on our 2004 results.  More importantly, the majority of these lots are in markets where there is a steady underlying demand for housing based on demographics and increasing constraints on the availability of new homes.  As we continue to deliver a wide range of product offerings, which range from first time homes to our active adult communities, we are well positioned to achieve our growth objectives for the next several years,” Mr. Hovnanian said.

“Given the continuing strong underlying demand in our markets and our healthy contract backlog as we start the year, we are increasing our projection for fiscal 2005 to more than $6.50 per fully diluted share,” Mr. Hovnanian stated. “Our updated earnings projection represents more than a 21% increase from 2004’s record earnings. We currently anticipate delivering over 16,000 homes in fiscal 2005, with total revenue of over $5.0 billion, which equates to revenue growth of more than 19%,” Mr. Hovnanian concluded.

“Our balance sheet remains strong, and we finished 2004 with a 44% net recourse debt-to-capitalization ratio,” said J. Larry Sorsby, Executive Vice President and Chief Financial Officer. “After the close of the quarter we further strengthened our balance sheet with an offering of $200 million of senior notes and $100 million of senior subordinated notes.  While we continue to invest in our future growth, we are focused on maintaining a conservative, yet flexible, balance sheet,” Mr. Sorsby continued.

“We surpassed a significant milestone in fiscal 2004 as shareholder’s equity increased to more than one billion dollars for the first time.  At the end of the year our shareholders’ equity was $1.2 billion, a 45% increase over the end of fiscal 2003.  Our commitment to providing a strong and stable foundation for growth is unwavering, and we have more than enough liquidity to meet our projected growth targets in 2005,” Mr. Sorsby concluded.

In Closing

“I would like to thank our talented group of associates, who have focused on executing our business strategies and developing new initiatives.  Their efforts have once again led our company to a record year of growth and financial performance that ranks near the top of our industry,” commented Mr. Hovnanian. “Our financial performance underscores our ability to build quality homes that delight our customers, and provides the foundation we need to continue our momentum in fiscal 2005 and beyond,” he concluded.

Hovnanian Enterprises will webcast its fourth quarter earnings conference call at 11:00 a.m. E.S.T. on Wednesday, December 8, 2004, hosted by Ara K. Hovnanian, President and Chief Executive Officer of the Company.  The webcast can be accessed live through the “Investor Relations” section of Hovnanian Enterprises’ Web site at http://www.khov.com. For those who are not available to listen to the live webcast, an archive of the broadcast will be available under the “Webcast” section of the Investor News page on the Hovnanian Web site at http://www.khov.com. The archive will be available for 12 months.

The Company’s summary projection for the fiscal year ending October 31, 2005 is available on the Company Projection page of the “Investor Relations” section of the Company’s website at http://www.khov.com.

Hovnanian Enterprises, Inc., founded in 1959 by Kevork S. Hovnanian, Chairman, is headquartered in Red Bank, New Jersey.  The Company is one of the nation’s largest homebuilders with operations in Arizona, California, Florida, Maryland, Michigan, Minnesota, New Jersey, New York, North Carolina, Ohio, Pennsylvania, South Carolina, Texas, Virginia and West Virginia.  The Company’s homes are marketed and sold under the trade names K. Hovnanian®Homes™, Washington Homes, Goodman Homes, Matzel & Mumford, Diamond Homes, Westminster Homes, Fortis Homes, Forecast Homes, Parkside Homes, Brighton Homes, Parkwood Builders, Great Western Homes and Windward Homes.  As the developer of K. Hovnanian’s® Four Seasons communities, the Company is also one of the nation’s largest builders of active adult homes.

Additional information on Hovnanian Enterprises, Inc., including a summary investment profile and the Company’s 2003 annual report, can be accessed through the Investors page of the Hovnanian Web site at http://www.khov.com. To be added to Hovnanian’s investor e-mail or fax lists, please send an e-mail to IR@khov.com or sign up at http://www.khov.com.

Non-GAAP Financial Measures:

EBITDA is not a generally accepted accounting principle (GAAP) financial measure. The most directly comparable GAAP financial measure is net income. The reconciliation of EBITDA to net income is presented in a table attached to this earnings release.

Note:   All statements in this Press Release that are not historical facts should be considered as “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.  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.  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 activity in the markets where the Company builds 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’s Form 10-K for the year ended October 31, 2003.

(Financial Tables Follow)

Hovnanian Enterprises, Inc.

October 31, 2004

Statements of Consolidated Income

(Dollars in Thousands, Except Per Share)

Hovnanian Enterprises, Inc.

October 31, 2004

Gross Margin

(Dollars in Thousands)

Hovnanian Enterprises, Inc.

October 31, 2004

Reconciliation of EBITDA to Net Income

(Dollars in Thousands)

(1)   EBIT is a non-GAAP financial measure. The most directly comparable GAAP financial measure is net income. EBIT represents earnings before interest expense and income taxes.

(2)   EBITDA is a non-GAAP financial measure. The most directly comparable GAAP financial measure is net income. EBITDA represents earnings before interest expense, income taxes, depreciation, amortization and non-recurring write-offs.

Hovnanian Enterprises, Inc.

October 31, 2004

Interest Incurred, Expensed and Capitalized

(Dollars is Thousands)

Hovnanian Enterprises, Inc.

October 31, 2004

Summary Financial Projection

(Dollars in Millions, except per share or where noted)

(Unaudited)

(1) Fiscal 2005 projection includes a land sale to be recognized in the latter half of the year with estimated revenue of $41 million and $12 million in pre-tax profit and an estimated contribution from unconsolidated joint ventures of less than $0.15 per diluted share.

Hovnanian Enterprises, Inc.
Consolidated Balance Sheets

Hovnanian Enterprises, Inc.

Consolidated Balance Sheets

Hovnanian Enterprises, Inc.
Condensed Consolidated Statements of Income

HOVNANIAN ENTERPRISES, INC.

(DOLLARS IN THOUSANDS EXCEPT AVG. PRICE)

(unaudited)

Communities Under Development

Twelve Months - 10/31/04

DELIVERIES INCLUDE EXTRAS

Notes:

(1) Net contracts are defined as new contracts signed during the period for the purchase of homes, less cancellations of prior contracts.

(2) Total acquired backlog in fiscal 2004 was 576 homes with a sales value of $142.0 million.

HOVNANIAN ENTERPRISES, INC.

(DOLLARS IN THOUSANDS EXCEPT AVG. PRICE)

(unaudited)

Communities Under Development

Three Months - 10/31/04