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 1, 2006

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 1, 2006, Hovnanian Enterprises, Inc. issued a press release announcing its preliminary financial results for the fiscal first quarter ended January 31, 2006.  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 FISCAL 2006 FIRST QUARTER RESULTS;
ACHIEVES RECORD REVENUES, DELIVERIES AND BACKLOG;

MAINTAINS FISCAL 2006 EPS PROJECTION

Highlights for the Quarter Ended January 31, 2006

RED BANK, NJ, March 1, 2006 — Hovnanian Enterprises, Inc. (NYSE: HOV), a leading national homebuilder, reported net income available to common stockholders of $81.4 million, or $1.25 per fully diluted common share, on $1.3 billion in total revenues for the quarter ended

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January 31, 2006.  Net income available to common stockholders in the first quarter of fiscal 2005 was $81.5 million, or $1.25 per fully diluted common share, on total revenues of $1.1 billion.

Consolidated deliveries in the first quarter of fiscal 2006 were 3,845 homes with an aggregate sales value of $1.2 billion.  This compares to consolidated deliveries of 3,266 homes in the first quarter of fiscal 2005 with an aggregate sales value of $1.0 billion.  In the first quarter of fiscal 2006, the Company delivered 585 homes in unconsolidated joint ventures, compared with 22 homes in last year’s first quarter.  The number of active selling communities on January 31, 2006, excluding unconsolidated joint ventures, was 371 compared with 293 at the end of the same period last year.

Homebuilding gross margin in the first quarter of 2006, after interest expense included in cost of sales, was 24.3%, up 50 basis points from 23.8% on a comparable basis in last year’s first quarter.  Income before income taxes increased during the fiscal 2006 first quarter to $135.2 million compared with $131.9 million in the first quarter of fiscal 2005, despite recognizing approximately $3.3 million of pretax expenses associated with non-cash employee stock option expense.  Total stockholders’ equity grew 47% to $1.9 billion at January 31, 2006 from $1.3 billion at the end of the fiscal 2005 first quarter.

Comments from Management

“We are pleased to report first quarter results at the top of our guidance range,” said Ara K. Hovnanian, President and Chief Executive Officer of the Company.  “Despite the negative impact of Hurricane Wilma’s landfall on Florida in October of last year and the subsequent delays that we have incurred in permitting, along with shortfalls in both materials and labor in several of our markets, we were able to deliver a record 3,845 homes in the first quarter on a consolidated basis.”

“During recent months, market conditions in many of our more highly-regulated markets, including California, Florida, Washington, D.C., and the Northeast, have cooled from their previous white hot levels, with respect to both sales pace and price increases,” Mr. Hovnanian continued.  “We commented on this slower sales pace in early December when we reported our year-end earnings.  While conditions in these markets have improved from the period between Thanksgiving and the end of January, which is traditionally a slow seasonal period, they remain slower than they were during the comparable time frame a year ago.”

“Fortunately, our broad price and product diversity, as well as our geographic mix, are helping to temper the effects of the slowing market that some builders are experiencing,” Mr. Hovnanian continued.  “In certain markets where investors in new homes and condos have been more prevalent over the past few years, it now appears that such investors are no longer contributing to demand, but instead are adding to supply as they list their condos and homes for resale.  As a result, we have seen an increase in the level of resale listings in several of our markets.  However, we expect that sales of new homes will rebound in these markets once the overhang of investor resales is cleared out. Our view is supported by our experience in the Orange County,

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California market, where this exact pattern occurred about a year ago.  Our outlook is also bolstered by the difficult regulatory conditions in many of these markets, which have resulted in significant price appreciation over the past several years and have caused new home permits to be far less than these markets experienced in the mid 1980’s.  These markets remain at new home production and sales levels well below the pace of job creation and population growth.  Despite slower sales conditions during our first quarter, we were able to report a solid 22% increase in the dollar value of our net contracts for the quarter — evidence of our ability to continue to gain market share.  And some of our less-regulated markets, such as Dallas, Houston and the major North Carolina metropolitan markets, are actually strengthening modestly as the job picture continues to improve in those areas,” Mr. Hovnanian stated.

“Over the past five years, we have achieved a 57% compound annual growth rate in earnings per share,” said J. Larry Sorsby, Executive Vice President and Chief Financial Officer.  “This phenomenal level of earnings growth ranked us 10th in the Fortune 500 last year.  We expect to post earnings growth and continued strong performance in 2006 and in future years, but at a more measured pace than the extraordinary rate of growth we achieved over the past few years.  This expectation of a healthy but slower pace of growth is reflected in our projections for fiscal 2006 earnings, which we are maintaining in the range of $8.05 to $8.40 per fully diluted common share.  This range of earnings would represent a 12% to 17% increase over our 2005 earnings and a return on beginning equity above 30%.  Our 2006 projections reflect the slower market conditions that we are experiencing currently, as evidenced by a 140 to 190 basis point projected decline in our consolidated homebuilding gross margin and a lower projected number of deliveries from California than we achieved in fiscal 2005.”

“While our contract backlog is very strong, regulatory and production delays are contributing to a significant weighting of our fiscal 2006 deliveries toward the second half of the year, with an especially large number of deliveries projected for our fourth quarter,” Mr. Sorsby continued.  “Our first quarter earnings were only about 15% of our projected earnings for the year, and we are expecting 2006 second quarter earnings to be in the range of $1.55 to $1.80 per fully diluted common share, representing only 19% to 22% of our projected earnings for the full year,” stated Mr. Sorsby.

In Closing

“We are satisfied that both our sales and deliveries were healthy in our first quarter, which is seasonally the most difficult time of year to get a clear reading on current demand for new homes in most of our markets,” said Mr. Hovnanian.   “Our sales teams are well-prepared as the spring selling season begins in earnest this month.  Traffic at our communities has started to improve again, but in today’s environment we must work harder to sell homes, not just take orders.  We are also well positioned for earnings growth during the remainder of 2006, with a $4.9 billion contract backlog as we start the second quarter.  The major challenges for achieving our 2006 projections relate primarily to construction of the homes that are in our contract backlog, particularly in Florida, where in spite of the production delays that we are currently experiencing, we expect to deliver approximately 20% of our total home closings in 2006.  We are also focused on continuing to generate sales that will lead to 2007 deliveries. While we expect margins on new

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sales to be lower as many markets return to a normal, healthy sales environment, without the positive effects of pent-up price increases that have benefited our margins over the past several years, we see no evidence of a ‘bubble bursting’.  Most importantly, we are continuing to take market share, as evidenced by our growth in sales contracts and our increasing number of active communities.  As a result, we believe we will continue to grow revenues and profits in 2007, even if the sales pace per community continues at a slower pace,” Mr. Hovnanian concluded.

Hovnanian Enterprises will webcast its first quarter earnings conference call at 11:00 a.m. E.T. on Thursday, March 2, 2006, 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 “Audio Archives” section of the Investor Relations 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, 2006 will be available today on the “Company Projections” section 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, Matzel & Mumford, Forecast Homes, Parkside Homes, Brighton Homes, Parkwood Builders, 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 2005 annual report, can be accessed through the “Investor Relations” section of the Hovnanian Enterprises’ 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.

Hovnanian Enterprises, Inc. is a member of the Public Home Builders Council of America ("PHBCA") (www.phbca.org), a nonprofit group devoted to improving understanding of the business practices of America's largest publicly-traded home building companies, the competitive advantages they bring to the home building market, and their commitment to creating value for their home buyers and stockholders. The PHBCA's 14 member companies build one out of every five homes in the United States.

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

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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) adverse weather conditions and natural disasters, (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 home building, sales and customer financing processes 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, 2005.

(Financial Tables Follow)

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Hovnanian Enterprises, Inc.

January 31, 2006

Statements of Consolidated Income

(Dollars in Thousands, Except Per Share)

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Hovnanian Enterprises, Inc.

January 31, 2006

Gross Margin

(Dollars in Thousands)

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Hovnanian Enterprises, Inc.

January 31, 2006

Reconciliation of EBITDA to Net Income

(Dollars in Thousands)

Hovnanian Enterprises, Inc.

January 31, 2006

Interest Incurred, Expensed and Capitalized

(Dollars in Thousands)

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Hovnanian Enterprises, Inc.

January 31, 2006

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 Except Share Amounts)

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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 STATEMENTS OF INCOME

(In Thousands Except Per Share Data)

(Unaudited)

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HOVNANIAN ENTERPRISES, INC.

(DOLLARS IN THOUSANDS EXCEPT AVG. PRICE)

(UNAUDITED)

Communities Under Development

Three Months - 1/31/06

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) The number and the dollar amount of net contracts in the Northeast in the 2006 first quarter include the effect of the Oster Homes acquisition, which closed in August 2005.

(3) The number and the dollar amount of net contracts in the Southeast in the 2006 first quarter include the effects of the Cambridge Homes and First Home Builders of Florida acquisitions, which closed in March 2005 and August 2005, respectively.

(4) The number and the dollar amount of net contracts in Unconsolidated Joint Ventures in the 2006 first quarter include the effect of the Town & Country Homes acquisition, which closed in March 2005.

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