SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

Mail Stop 7010
 February 9, 2009
 Via U.S. mail and facsimile

 Mr. Ara K. Hovnanian President and Chief Executive Officer Hovnanian Enterprises, Inc.
110 West Front Street
P.O. Box 500 Red Bank, NJ  07701
 RE: Form 10-K for the fiscal  year ended Oc tober 31, 2008
  Definitive Proxy Statement on  Form 14A filed February 4, 2009
File No. 001-08551

Dear Mr. Hovnanian:    We have reviewed your filings and have the following comments.  If you disagree with a comment, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Pl ease be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may
or may not raise additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

FORM 10-K FOR THE FISCAL YEAR ENDED OCTOBER 31, 2008

General
1. Where a comment below requests additional disclosures or other revisions to be
made, please show us in your response wh at the revisions will look like.  These
revisions should be included in your future  filings, including your interim filings.

Mr. Ara K. Hovnanian
Hovnanian Enterprises, Inc.
February 9, 2009 Page 2    Consolidated Financial Statements

Note 3 – Summary of Significant Accounting Policies: Finance Subsidiary Net Worth,
page F-13
2. Please consider disclosing here  or elsewhere in the filing your most restrictive finance
subsidiary net worth requirement as of each reporting date.  This will allow readers to
understand how much cushion there is betw een the required amounts and the actual
amounts.  See Sections I.D and IV.C of  the SEC Interpretiv e Release No. 33-8350
and Question 10 of our FAQ Regarding the Use of Non-GAAP Financial Measures
dated June 13, 2003.

Note 8 – Mortgages and No tes Payable, page F-18
3. Please consider disclosing here or elsewhere in the fili ng the specific terms of any
material financial ratios and other fina ncial condition tests a ssociated with your
Master Repurchase Agreement.  For any mate rial debt covenants, please disclose the
required ratios as well as the actual ratios as of each reporting date.  This will allow
readers to understand how much cushion th ere is between the required ratios and the
actual ratios.  Please show the specific comput ations used to arrive at the actual ratios
with corresponding reconciliations to US GAAP amounts, if necessary.
4. As a related matter, we note your disclosu re on page F-20 that your Senior Secured,
Senior and Senior Subordinated Notes require you to maintain a fixed charge coverage ratio of no less than 2.0 to 1.0.  Please consider revising your filing to also
disclose the actual fixed charge coverage ratio as of each reporting date so that readers will understand how much cushion there is between the required ratios and
the actual ratios.

Note 17 – Commitments and Contingent Liabilities, page F-29

5. For the amended complaint captioned In re Hovnanian Enterprises, Inc. Securities
Litigation  and the class action suit Randolph Sewell, et al., v. D’Allessandro &
Woodyard, et al., it is unclear if it is  reasonably possible that a loss may have been
incurred.   If it is reasonably possibl e, please disclose the estimated possible loss or
range of loss or state that such an estimat e cannot be made.  Refer to paragraph 10 of
SFAS 5.

Mr. Ara K. Hovnanian
Hovnanian Enterprises, Inc.
February 9, 2009 Page 3    Note 21 – Unaudited Summarized Consolid ated Quarterly Information, page F-34

6. Please revise your quarterly tables to describe the effect of any unusual or infrequently occurring items recognized in each full quarter.  For example, your table
should separately identify or describe impairments or  other significant losses
recognized in each quarter.  Please refer to Item 302(a)(3) of Regulation S-K.
 Exhibits 31(a) and 31(b)

7. In future filings, the person certifying s hould not include his title. The person should
certify in his individual cap acity, and not as CEO or CFO.

PROXY STATEMENT FILED APRIL 3, 2008

 Compensation Discussion and Analysis, page 11

8. Please clarify for us, and in future filings di sclose, the factors that are material to your
determination of salary.  In the “Summary and Peer Group” discussion you state that the Committee considered market factors and the company’s recent budget cuts and
downsizing, and that as a result , base salary increases were minimal.  However, in the
“Base Salaries” discussion, it appears that the Committee only considered median
base salary levels in the Peer Group a nd other companies with similar revenues.
9. Under “Compensation Mix”, you state that stock options are tied to the Company’s
financial performance, but the discussion under “Stock Option Grants” does not explain how financial performance is eval uated in determining the amount of stock
options granted.  This discussion only refe rs to the CEO’s recommendations made to
the Committee, but describes no other basis for the amount of th e awards.  Please
explain supplementally, with a view toward future disclosure.  In addition, please
explain how the amount of options granted to the CEO is determined, which based on
disclosure in your Summary Compensation Table, appears to be considerably higher
than for other executives.

*    *    *    *
      Please respond to these comments within 10 business days.  Please provide us with a response letter that keys your responses to our comments and provides any requested information.  Detailed letters greatly facilitate our review.  Please furnish your
response on EDGAR as a correspondence file .  Please understand that we may have
additional comments after reviewin g your responses to our comments.

Mr. Ara K. Hovnanian
Hovnanian Enterprises, Inc. February 9, 2009 Page 4
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an info rmed decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclosure in
their filings;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

You may contact Errol Sanderson, Financia l Analyst, at (202) 551-3746 or, in his
absence, Pamela Long, Assistant Director, at (202) 551-3760 if you have any questions
regarding legal matters.  Please contact Lisa Haynes, Staff Accountant, at (202) 551-3424 or, in her absence, the undersigned at ( 202) 551-3689 if you have questions regarding
comments on the financial statements and related matters.

       S i n c e r e l y ,             John Hartz        Senior Assistant Chief Accountant