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): March 2, 2005

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 March 2, 2005, Hovnanian Enterprises, Inc. issued a press release announcing its preliminary financial results for the fiscal first quarter ended January 31, 2005.  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, INC.                                               News Release

HOVNANIAN ENTERPRISES REPORTS 44% INCREASE IN FISCAL 2005 FIRST QUARTER EPS; ACHIEVES RECORD REVENUES, EARNINGS, DELIVERIES AND BACKLOG;
PROJECTS MORE THAN 28% INCREASE IN FISCAL 2005 EPS

Highlights for the Quarter Ended January 31, 2005

•                                         Net earnings reached a record $1.25 per fully diluted share for the first quarter, a 44% increase from $0.87 per fully diluted share in last year’s first quarter.

•                                          Hovnanian achieved record net earnings of $81.5 million for the first quarter, a 41% increase above net earnings of $57.7 million in the same period last year.  Total revenues increased 36% to $1.1 billion in the first quarter.

•                                         Earnings for the trailing twelve months ended January 31, 2005 represent an after-tax return on beginning equity (ROE) of 41.4% and an after tax return on beginning capital (ROC) of 21.9%.

•                                         All of the growth in the Company’s first quarter net earnings was generated from organic operations.

•                                         EBITDA grew 38% to $162.4 million in the first quarter, covering interest 7.7 times for the quarter.  The Company’s ratio of net recourse debt-to-capitalization at January 31, 2005 was 46.8%.

•                                         The dollar value of net contracts for the first quarter increased 13% to $1.0 billion on 3,240 homes, compared to $916 million on 3,225 homes in the year earlier period.

•                                         Contract backlog as of January 31, 2005 was 7,803 homes with a sales value of $2.7 billion, up 50% from the sales value of backlog at January 31, 2004.

•                                         Management is increasing its projection for fiscal 2005 earnings to exceed $6.85 per fully diluted share, an increase of $0.35 over the previous projection of more than $6.50 per fully diluted share for the year.

RED BANK, NJ, March 2, 2005 — Hovnanian Enterprises, Inc. (NYSE: HOV), a leading national homebuilder, reported net income of $81.5 million, or $1.25 per fully diluted share, on $1.1 billion in total revenues for the quarter ended January 31, 2005.  Net income in the first quarter of fiscal 2004 was $57.7 million, or $0.87 per fully diluted share, on total revenues of $775.2 million.

The dollar value of net contracts increased 13% in the first quarter to $1.0 billion on 3,240 homes, including unconsolidated joint ventures, from $916 million on 3,225 homes in last year’s first quarter.

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Consolidated deliveries in the first quarter of 2005 were 3,266 homes with an aggregate sales value of $1.0 billion. This compares to consolidated deliveries of 2,901 homes in the first quarter of 2004 with an aggregate sales value of $757 million. At the end of the first quarter, contract backlog increased to 7,803 homes, including unconsolidated joint ventures, compared to 6,554 homes at the end of last year’s first quarter.  The sales value of contract backlog at January 31, 2005 was $2.7 billion, an increase of 50% over the prior year.

Consolidated earnings before interest expense, income taxes, depreciation and amortization (“EBITDA”) for the first quarter of 2005 rose 38% to $162.4 million from $117.4 million in last year’s first quarter.  EBITDA covered the amount of interest incurred in the quarter by 7.7 times, compared to 5.4 times during the first quarter of fiscal 2004.  After interest expense included in cost of sales, homebuilding gross margin was 24.2%, compared with 24.1% on a comparable basis in last year’s first quarter.  Total selling, general and administrative expense, including corporate expense, as a percentage of total revenues decreased to 10.8% in the first quarter, compared with 11.1% in the same period last year. Stockholders’ equity grew more than 42% to $1.3 billion at January 31, 2005 from $898.9 million at the end of the fiscal 2004 first quarter.

Comments from Management

“Our attractive land position, solid housing markets across most of the country, and sound operating strategies contributed to our record results in the first quarter of 2005,” said Ara K. Hovnanian, President and Chief Executive Officer of the Company.  “As a result of our strong margins and efficient management of our inventories, we achieved an after-tax return on beginning capital of 22%, an indication that we are creating significant value for our shareholders.  We are well-positioned for the remainder of 2005 with a record sales value of contract backlog that increased more than 50% over the prior year and gives us even greater confidence in our projections for further growth in deliveries, revenues and earnings in fiscal 2005.”

“We are continuing to grow our existing operations through further product expansion and market share gains, as evidenced by our growth in the first quarter, all of which came from our current markets.  However our growth strategy is two-fold: to maintain solid organic growth and to make selective acquisitions.  This week, we announced the purchase of Cambridge Homes and the acquisition of the operations of Town & Country Homes, which occurred concurrently with entering into a joint venture to own and develop Town & Country’s existing communities.  These acquisitions will further enhance our geographic diversification and strengthen our leadership position in several key markets.  In these two excellent companies, we are adding powerful homebuilding teams in Chicago, Florida and Minneapolis, from senior levels down to those at the community level, and we are excited about our prospects for further growth and success in these markets,” Mr. Hovnanian continued.

“Given the increasingly difficult environment for regulatory approvals, the demand for new housing in many of our markets, fueled by continued household formation and a healthy economy, far outstrips the supply.  This environment gives us confidence that the housing demand in the markets where we operate will support our growth strategies, even if mortgage rates increase modestly,” said J. Larry Sorsby, Executive Vice President and Chief Financial Officer.  “As a result, we are raising our EPS projection for fiscal 2005 to greater than $6.85 per fully diluted share, including the estimated impact of $0.10 per share from the recent acquisitions, and project our second quarter EPS to increase to $1.60 per fully diluted share, up 51% over last year’s $1.06 per share.”

“While we remain focused on driving growth, we are equally committed to achieving specific returns on our investments right down to the community level.  Our debt-to-capital ratio fluctuates on a quarterly basis, but we expect our average ratio of net recourse debt-to-capitalization for fiscal 2005 to be in line

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with our long term target of 50%, including the effects of the Cambridge and Town & Country acquisitions.  Our access to capital provides us with ample liquidity to fund our continued growth,” Mr. Sorsby concluded.

In Closing

“We started fiscal 2005 with an excellent quarter and I thank all of our associates who worked hard to achieve this success.  Foreseeing a solid and steady housing market for the remainder of 2005, the prospects for our Company, our associates and our shareholders are exciting.  We are achieving improved powers of scale and geographic diversity.  Our broad product offering continues to capitalize on the demographic trends that are driving housing demand in our markets.  As we introduce additional products in each market, we expect to achieve further market share gains.  We are solidly positioned to continue our growth in the future.  We remain focused on further enhancing our operational efficiencies and we have the personnel in place to execute our growth strategies,” Mr. Hovnanian concluded.

Hovnanian Enterprises will webcast its first quarter earnings conference call at 11:00 a.m. E.T. on Thursday, March 3, 2005, 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, Delaware, Florida, Illinois, 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, Goodman Homes, Matzel & Mumford, Diamond Homes, Westminster Homes, Forecast Homes, Parkside Homes, Brighton Homes, Parkwood Builders, Great Western Homes, Windward Homes, Cambridge Homes and Town & Country 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 2004 annual report, can be accessed through the Investor Relations page of the Hovnanian website 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

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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, 2004.

(Financial Tables Follow)

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Hovnanian Enterprises, Inc.

January 31, 2005

Statements of Consolidated Income

(Dollars in Thousands, Except Per Share)

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Hovnanian Enterprises, Inc.                                                                            

January 31, 2005                                                                                              

Gross Margin

(Dollars in Thousands)                                                                                    

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 Hovnanian Enterprises, Inc.                                                                                                        

 January 31, 2005                                                                                                                          

 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 and amortization.

Hovnanian Enterprises, Inc.                                                                                                         

January 31, 2005                                                                                                                           

Interest Incurred, Expensed and Capitalized                                                                              

(Dollars in Thousands)                                                                                                                 

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Hovnanian Enterprises, Inc.                                                                                                         

January 31, 2005                                                                                                                                          ;                              

Summary Financial Projection                                                                                                                                        ;         

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

(Unaudited)                                                                                                                                                      ;                             

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HOVNANIAN ENTERPRISES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In Thousands)

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HOVNANIAN ENTERPRISES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In Thousands)

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HOVNANIAN ENTERPRISES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In Thousands Except Per Share Data)

(Unaudited)

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Notes:                                                                                                                                                                ;                              

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

(2) During the first quarter 2005, a community in the Northeast Region was contributed to a joint venture.  Therefore, the 56 contracts in consolidated backlog at October 31, 2004 were moved to unconsolidated joint ventures backlog.

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