SecProbe.io

July 26, 2013

Via E -mail
Michael Discafani
Vice President and Corporate Counsel
Hovnanian Enterprises, Inc.
110 West Front Street
P.O. Box 500
Red Bank, New Jersey 07701

Re: Hovnanian Enterprises, Inc.
  Registration Statement on Form S-3
Filed  July 3, 2013
  File No.  333-189802

Dear Mr. Discafani :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In  some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  Where you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments , we may have  additional comments.

General

1. It appears that neither K. Hovnanian Enterprises, Inc. nor the subsidiary guarantors listed in
the Table of Additional Registrants has filed the Form S -3 on EDGAR.  Please ensure that
each registrant has prope rly filed the registration statement.

2. We note that you are relying on Rule 3 -10 of Regulation S -X to provide the financial
statements relating to the subsidiary guarantors.  Please disclose in the Table of Additional
Registrants, and elsewhere as appropri ate, that all of the subsidiary guarantors are 100%
owned by the parent entity and that the guarantees are full and unconditional and joint and
several, to the extent accurate.  Where you disclose that the guarantees are full and
unconditional, please also  describe the circumstances when a guarantor may be released.

Michael Discafani
Hovnanian Enterprises, Inc.
July 26, 2013
Page 2

 Prospectus Cover Page

3. Please revise the cover page to reflect that you are also registering the guarantees of the debt
securities and warrants since the guarantees constitute a separate security.   Please refer to
Item 501(b)(2) of Regulation S -K.

Description of Debt Securities, page 6

4. We note that Exhibits 4.23 – 4.27 are Indentures governing specific Senior Secured First
Lien Notes, Senior Secured Second Lien Notes, and Senior Notes that have been issued, or
will be issued, by K. Hovnanian.  Please revise the “Description of Debt Secur ities” to clarify
whether the debt securities being registered may be issued under such indentures.  To the
extent that such debt securities are being registered, please include a description of such debt
securities, as appropriate.

5. We note the disclosur e on pages 13 -14 and 16 -17 regarding the release of the obligations of
Hovnanian and K. Hovnanian with respect to the Hovnanian and K. Hovnanian debt
securities.  We further note that Hovnanian and certain subsidiaries of Hovnanian will fully
and unconditi onally guarantee the debt securities.  Please revise your disclosure to clearly
state the circumstances under which both the parent guarantor and subsidiary guarantors may
be released from their obligations.  Please also provide us with your analysis as to how the
guarantees constitute “full and unconditional” guarantees as required to rely on Rule 3 -10 of
Regulation S -X.
Exhibit 5.1
6. We note the assumptions on pages 11 -14 that the applicable Indentures, Securities Warrants,
Subsidiary Warrant Guarantees and  the Warrant Agreements have been, or will be, duly
authorized, executed and delivered by the Subsidiary Guarantors, as applicable, and that the
execution, delivery and performance by the Subsidiary Guarantors do not and will not violate
any applicable law s, with the exception that these assumptions are not made with respect to
the DGCL, the law of the State of New York, or the federal law of the United States.  Please
note that these assumptions are not appropriate with respect to the Subsidiary Guarantors .
Because many of the Subsidiary Guarantors are incorporated in jurisdictions outside of
Delaware or the State of New York, the current carve out as drafted does not exclude the
subsidiary guarantors from the assumptions you are making.  Please revise the  opinion
accordingly.

7. We note the opinion in paragraph five on page 16 that the “Guarantees” will constitute valid
and legally binding obligations of Hovnanian and the Subsidiary Guarantors, as applicable.
We note however that the opinion is limited t o the law of the State of New York, the Federal
Law of the United States and the DGCL.  Please note that in issuing the binding obligation
opinion with respect to the Subsidiary Guarantors, the opinion must cover the law of the
jurisdiction under which the  registrant is organized.  Please revise the opinion accordingly.

Michael Discafani
Hovnanian Enterprises, Inc.
July 26, 2013
Page 3

 Please note that counsel may engage local counsel to provide the opinion that the Subsidiary
Guarantors are validly existing, have the power to create the obligation and have taken the
required steps to authorize entering into the obligation under the law of the jurisdiction of
organization.  See Section II.B.1.e. of Staff Legal Opinion 19 (Oct 14, 2011).  Please also
define the term “Guarantees” within the opinion so it is clear as to the “ Guarantees” being
opined upon.

8. We note the assumption in paragraph five regarding the “Debt Securities, Common Stock,
Preferred Stock or Depositary Shares, as applicable, underlying such Guarantees.”  Please
advise what it means that these securities are “underlying such Guarantees.”

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules r equire.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request  acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsi bility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding reques ts for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities  Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective  date of the
registration statement.

Michael Discafani
Hovnanian Enterprises, Inc.
July 26, 2013
Page 4

 Please contact Erin Jaskot, Staff Attor ney at 202 -551-3442 or Craig Slivka, Special
Counsel, at 202 -551-3729 with any  questions.

Sincerely,

 /s/ Craig Slivka, for

Pamela Long
Assistant Director

cc:   Richard Fenyes ( Via E-mail)
Simpson Thacher & Bartlett LLP