SecProbe.io

Mail Stop 4631
March 2 7, 2017

Via E -mail
Mr. J. Larry Sorsby, Chief Financial Officer
Hovnanian Enterprises, Inc.
110 West Front Street, P.O. Box 500
Red Bank, NJ  07701

Re: Hovnanian Enterprises, Inc.
 Form 10-K for the year ended October 31, 2016
Filed December 20, 2016
Form 10 -Q for the period ended January 31, 2017
Filed March 8, 2017
Form 8 -K filed on March 8, 2017
File No. 1 -8551

Dear Mr. Sorsby :

We have reviewed your filing an d have the following 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 these comments  within ten busine ss days by providing the requeste d
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances , please  tell us why in your response.

After reviewing your response to these  comments, we may have  additional  comments.

Form 10 -K for the year ended October 31, 2016

Critical Accounting Policies, page27
Deferred Income Taxes, page 30

1. Discuss the significant estimates and assumptions used in your analysis of your deferred
taxes and how you determin ed the amount of the valuation allowance to record .  Your
discussion should address the following points:
 If the realization of your deferred tax asset is dependent on material
improvements over present levels of consolidated pre -tax income, material
chan ges in the present relationship between income reported for financial and tax

Mr. J. Larry Sorsby
Hovnanian Enterprises, Inc.
March 2 7, 2017
Page 2

 purposes, or material asset sales or other non -routine transactions, you should
provide a description of these assumed future events, quantified to the extent
practicable.  For exa mple, you should disclose the minimum annualized rate by
which taxable income must increase during the tax NOL carryforward periods if
realization of the benefit is dependent on taxable income higher than currently
reported;
 Ensure you  quantify and discuss  the material positive and negative evidence you
considered, along with how it was weighed, in determining that it is more likely
than not that a portion of your deferred tax assets will be realized;
 If significant objective negative evidence indicates uncertainty regarding
realization of your deferred asset, you should identify the countervailing positive
evidence relied upon in your decision not to establish a full allowance against the
asset.  Speci fically address the impact of (i) the decrease in backlog year over
year, (ii) your decision to exit certain markets , (iii) the  negative rating actions
regarding your debt, and (iv) your inability to refinance $260 million of bonds and
the resulting impact  of shifting your focus from growth and temporarily reducing
your land acquisitions  on your analysis ;
 Disclose the minimum amount of taxable income you will be required to generate
to realize your deferred tax asset and the time period during which you will be
required to generate it; and
 Clarify if your assessment of the realizability of your deferred tax assets is based
on your ability to implement tax planning strategies.  To the extent that it is,
please provide investors with a description of the ta x planning strategies that you
are able to implement to realize these deferred tax assets.
Refer to the guidance in ASC 740 -10-30-16 through 30 -25, Item 303(a)(3) of Regulation
S-K and Section 501.14 of the Financial Reporting Codification for guidance .

Capital Resources and Liquidity, page 29
Debt Transactions, page 31

2. Please disclose your actual consolidated fixed charge coverage ratio.

Result of Operations, page 40

Homebuilding,  page 40

3. Your total housing revenues include unconsolidated joint ventu re results.  I nclusion of
your proportionate economic ownership in revenues creates a non -GAAP measure  that
does not appear to be consistent with the guidance in Question  100.04 of the updated
Non-GAAP Compliance and Disclosure Interpretations issued on Ma y 17, 2016.  Please
advise or revise your disclosures accordingly .

Mr. J. Larry Sorsby
Hovnanian Enterprises, Inc.
March 2 7, 2017
Page 3

 4. We note your presentation of Gross Margin, before costs of sales interest expense and
land charges on pages 44 and 45.  This appears to be a non -GAAP measure that must
fully comply with Item 10 of Regulation S -K.  Please ensure that you also provide a
discussion of your GAAP gross margin results.

Homebuilding Results by Segment, page 48

5. You indicate that you sell a variety of homes type in various communities, each yielding
a different gross margin.  You also indicate that the change in average sales price for each
of your segments results from the mix of communities delivering homes.  Ple ase revise
future disclosures to explain this mix to allow a reader to better understand the underlying
reasons for revenue changes from period to period.

Notes to the Consolidated Financial Statements

Note 10. Ope rating and Reporting Segments, page 8 9

6. You indicate that c orporate and unallocated primarily represents operations at your
headquarters and interest income and interest expense resulting from interest incu rred
that cannot be capitalized , as well as the gains or losses on extinguishment of de bt from
any debt repurchases or exchanges.  Please expand your reconciliation of total
homebuilding income (loss) before income taxes to consolidated income (loss) before
income taxes to  separately quantify and describe the nature of each significant
recon ciling item.  Refer to ASC 280 -10-50-31.

Financial information relating to the Company’s segment operations, page 90
Interest expense, page 91

7. With reference to your tabular presentation of interest costs incurred on page 77, please
explain the nature of the interest costs that were allocated to your homebuilding
segments, but apparently not reflected in cost of goods sold.  In this regard, explain the
apparent allocation of a portion of the $90,967 other interest to your homebuilding
segments.

11. Income  Taxes, page 92

8. You concluded that it was more likely than not that a substantial amount of your deferred
tax assets would be utilized.  However, in light of the fact that your valuation allowance
was 62% and 64% of your deferred tax assets as of 2015 and  2016, it appears that this
characterization may not be appropriate.  Please revise your disclosures accordingly.

9. Please also quantify, by meaningful time period, when your state NOLs expire.  In this
regard, we note they expire between 2017 and 2036.

Mr. J. Larry Sorsby
Hovnanian Enterprises, Inc.
March 2 7, 2017
Page 4

 10. We note the reconciliation of the effective tax rate to the statutory federal rate on page
93.  You indicate on page 77 that the permanent differences in 2016 related to stock
compensation .  In light of the significant change in this reconciling item from pe riod to
period, please more fully explain these reconciling amounts in light of the stock
compensation recognized in each period.  Also, explain why an adjustment is necessary
to reflect the impact of a federal specified liability loss refund of taxes paid  in fiscal year
2002.

Form 10 -Q for the quarterly period ended January 31, 2018

Condensed Consolidated Statements of Cash Flows, page 6

11. In accordance with ASC 230 -10-45-4, the total amounts of cash and cash equivalents at
the beginning and end of the pe riod shown in the statement of cash flows shall be the
same amounts as similarly titled line items or subtotals shown in the statements of
financial position as of those dates.   As such, it appears you should separately show the
amount of cash and cash equ ivalents related to Financial Services in your Condensed
Consolidated Balance Sheets.

Form 8 -K filed on March  8, 201 7

12. Based on your disclosure that management believes that EBITDA is used by analysts,
investors and others to measure your financial performance and your ability to service
your debt obligations , it appears that EBITDA is used , in part,  as a liquidity measure.  If
so, p lease provide a reconciliation of EBITDA to cash from operating activities  or revise
your disclosures acco rdingly.  Refer to  Item 10(e)(1)(i)(B) of Regulation S -K.

Exhibit 99.1

13. We note under “Results for the three month period  ended January 31, 201 7” you  disclose
homebuilding gross margin percentage, before interest expense and land charges included
in co st of sales without disclosing gross margin as calculated under GAAP.  Consistent
with the guidance in Item 1 0(e)(1)(i)(A) of Regulation S -K, please ensure that you do not
give greater prominence to non -GAAP measures than to the most directly comparable
GAAP measures.   We also refer you to Question 102.10 of the updated Compliance and
Disclosure Interpretations on Non -GAAP Financial Measures issued on May 17, 2016.
Please also insure the operational information presented in the other bullets such as net
contracts per active selling community and actively selling communities a consolidated
basis first.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments , action or a bsence of
action by the staff.

Mr. J. Larry Sorsby
Hovnanian Enterprises, Inc.
March 2 7, 2017
Page 5

 Please contact Mindy Hooker at (202) 551 -3732, Jeanne Baker at (202) 551 -3691 or me
at (202) 551 -3768 with any questions.

        Sincerely,

/s/ John Cash

        John Cash
Branch Chief
Office of Manufacturing  and
Cons truction