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): September 7, 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 September 7, 2005, Hovnanian Enterprises, Inc. issued a press release announcing its preliminary financial results for the fiscal third quarter ended July 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.

(d) 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 32% INCREASE IN FISCAL 2005 THIRD QUARTER EPS; ACHIEVES RECORD REVENUES, EARNINGS, DELIVERIES AND BACKLOG; PROJECTS 15% TO 20% INCREASE IN FISCAL 2006 EPS

Highlights for the Quarter Ended July 31, 2005

•                                          Earnings per share increased 32% to a record $1.76 per fully diluted share for the third quarter of fiscal 2005, compared with $1.33 per fully diluted share in the same period a year ago. Total revenues were $1.3 billion, a 24% increase over last year’s third quarter.

•                                         Earnings per share of $6.66 for the trailing twelve months ended July 31, 2005 represent an after-tax return on beginning common equity (ROE) of 41.5% and an after-tax return on beginning capital (ROC) of 22.5%.

•                                         EBITDA increased 30% to $232.9 million in the fiscal 2005 third quarter, covering interest 8.3 times for the quarter.  At July 31, 2005, the Company’s ratio of net recourse debt-to-capitalization was 42.5%.

•                                         Homebuilding gross margins increased to 25.6%, up 140 basis points from 24.2% in last year’s third quarter.

•                                         The dollar value of net contracts for the third quarter, including unconsolidated joint ventures, increased 35% to $1.7 billion on 4,865 homes, compared to $1.3 billion on 4,173 homes in last year’s third quarter.

•                                         Contract backlog as of July 31, 2005, including unconsolidated joint ventures, was $4.2 billion, up 56% from the dollar value of backlog at July 31, 2004.

•                                         Management is maintaining its projection for fiscal 2005 earnings to exceed $7.00 per fully diluted common share. This projection for 2005 EPS represents more than a 30% increase over 2004 earnings per fully diluted share of $5.35.

•                                         Management projects 2006 earnings of between $8.05 to $8.40 per fully diluted common share on more than 25,000 home deliveries, including more than 3,000 deliveries from unconsolidated joint ventures.  This represents growth in earnings per fully diluted common share of between 15% and 20% over the Company’s projection of EPS for 2005.

RED BANK, NJ, September 7, 2005 – Hovnanian Enterprises, Inc. (NYSE: HOV), a leading national homebuilder, reported net income of $116.1 million, or $1.76 per fully diluted share, on $1.3 billion in

total revenues for the quarter ended July 31, 2005.  Net income in the third quarter of fiscal 2004 was $86.7 million, or $1.33 per fully diluted share, on total revenues of $1.1 billion.

Consolidated deliveries for the third quarter of 2005 were 3,967 homes with an aggregate sales value of $1.3 billion, compared with consolidated deliveries of 3,738 homes in the same period last year with an aggregate sales value of $1.0 billion, a 23% sales value increase.  Homebuilding gross margins, after interest expense included in cost of sales, increased 140 basis points to 25.6%, compared with 24.2% on a comparable basis in last year’s third quarter.  Stockholders’ equity grew 55% to $1.6 billion at July 31, 2005 from $1.1 billion at the end of the fiscal 2004 third quarter.

For the nine-month period ended July 31, 2005, total revenues reached $3.6 billion, up 30% compared to $2.8 billion for the year earlier period.  Net income for the first nine months of fiscal 2005 increased 41% to $303.7 million, or $4.63 per fully diluted share, compared to $214.9 million, or $3.30 per fully diluted share, in the same period a year ago.  Compared to the first nine months of 2004, the dollar value of net contracts during the same period in fiscal 2005 increased by 26% and the number of home deliveries rose by 19%, including contracts and deliveries from unconsolidated joint ventures.

Comments from Management

“Our outstanding performance during the fiscal 2005 third quarter was driven by excellent gross margins and through the successful execution of our strategy to provide the right product mix throughout each of our markets,” said Ara K. Hovnanian, President and Chief Executive Officer of the Company.  “As indicated by the 35% increase in the dollar value of our net contracts, we continue to experience strong demand for our well-designed homes in the vast majority of our communities.  We also have been able to grow our number of communities at a healthy pace, particularly when our joint ventures are included.   We have been increasing our use of joint ventures with financial and strategic partners to mitigate risk in certain larger developments and as a means to issue equity at a project level to reduce leverage without diluting our common shareholders. We believe that this strategy will further enhance our growth and returns.  Additionally, we are excited about the geographic diversification and growth opportunities created by our recently announced acquisitions of First Home Builders in Ft. Myers, Florida and Oster Homes in Cleveland, Ohio,” Mr. Hovnanian continued.

“Although we continued to see some pricing power in many of our heavily regulated markets, the pace of sales price increases has moderated during the third quarter.  Recent reports of job growth across the U.S. remain strong, and job creation historically has a positive correlation with the health of the housing industry,” said J. Larry Sorsby, Executive Vice President and Chief Financial Officer.  “Our quarter-end backlog of more than 11,300 homes combined with the backlog of our two most recent acquisitions provides us with approximately 15,500 homes in contract backlog.  Given this backlog of sales contracts, we have an excellent basis for our projected deliveries, revenues and earnings for the next six to eight months.  As a result, we are increasingly confident in our EPS projection for fiscal 2005 of greater than $7.00 per fully diluted common share. We are projecting that we will grow earnings per share in 2006 between 15% and 20%, to between $8.05 and $8.40 per fully diluted common share, even after paying a full year of preferred dividends, and amortizing over $100 million of pre-tax costs, or approximately $0.93 after-tax earnings per fully diluted share, related to company acquisition premiums. We remain committed to a conservative accounting approach which amortizes and expenses 100% of any purchase premiums related to company acquisitions.”

“During the third quarter we increased the committed amount of our unsecured revolving credit facility to $1.2 billion and issued $140 million in a perpetual preferred stock offering.  Since the end of the third

quarter we have raised an additional $300 million through a senior notes offering.  After taking into account this additional debt and capital, as well as our recent acquisitions, we are projecting to end fiscal 2005 below our target net debt-to-capital ratio of 50%.  Our successful capital markets activities leave us well-positioned to grow organically through traditional land acquisition, as well as through further company acquisitions,” Mr. Sorsby concluded.

In Closing

“With 93% of our earnings growth during the third quarter coming from organic operations, we continue to deliver steady growth from our existing operations.  In addition, we have added to the strength of our product offerings and the penetration of our markets with the additions of Oster Homes and First Home Builders of Florida.  We believe that the addition of these two well-respected homebuilding operations will further our successful strategy of being a dominant homebuilder in each of our regional markets,” Mr. Hovnanian said.  “During fiscal 2005 we are achieving strong growth in both revenues and earnings as well as high returns on our invested capital, keeping us in the top tier of companies in the Fortune 500 in terms of these performance metrics.  As we go forward into 2006 and beyond, we expect that we will continue to grow both our revenues and earnings at a rate well above the pace of the overall housing market,” Mr. Hovnanian concluded.

Hovnanian Enterprises will webcast its third quarter earnings conference call at 11:00 a.m. E.T. on Thursday, September 8, 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.

About Hovnanian Enterprises

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, Town & Country Homes, Oster Homes and First Home Builders of Florida.  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:

Consolidated earnings before interest expense, income taxes, depreciation and amortization (“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, 2004.

(Financial Tables Follow)

Hovnanian Enterprises, Inc.

July 31, 2005

Statements of Consolidated Income

(Dollars in Thousands, Except Per Share)

Hovnanian Enterprises, Inc.

July 31, 2005

Gross Margin

(Dollars in Thousands)

Hovnanian Enterprises, Inc.

July 31, 2005

Reconciliation of EBITDA to Net Income

(Dollars in Thousands)

(1)   EBIT is a non-GAAP financial measure. The 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 comparable GAAP financial measure is net income. EBITDA represents earnings before interest expense, income taxes, depreciation and amortization.

Hovnanian Enterprises, Inc.

July 31, 2005

Interest Incurred, Expensed and Capitalized

(Dollars in Thousands)

Hovnanian Enterprises, Inc.

July 31, 2005

Summary Financial Projection

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

(Unaudited)

* Fiscal 2005 Projection is based on three quarters of actual data and one quarter of projected results.

HOVNANIAN ENTERPRISES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In Thousands Except Share Amounts)

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HOVNANIAN ENTERPRISES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In Thousands Except Share Amounts)

10

HOVNANIAN ENTERPRISES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In Thousands Except Per Share Data)

(Unaudited)

11

HOVNANIAN ENTERPRISES, INC.

(DOLLARS IN THOUSANDS EXCEPT AVG. PRICE)

(UNAUDITED)

Communities Under Development

Three Months - 7/31/05